National Penn Bancshares (NPBC) 10-K 2013 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

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 #000-22537-01

Pennsylvania	23-2215075
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
645 Hamilton Street, Suite 1100
Allentown, Pennsylvania  18101
(Address of principal executive offices)
Registrant’s telephone number, including area code:  800-822-3321
Securities registered pursuant to Section 12(b) of the Act:	Name of Exchange on which Registered
Common Stock (without par value)	The NASDAQ Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [x] No [  ]

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes [  ] No [x]

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 [x] No [ ]

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x]  No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]

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

Large accelerated filer [ x ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [  ]
(do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [x]

The aggregate market value of the voting and non-voting common equity of the Registrant held by non-affiliates, based on the closing sale price as of June 30, 2013, was $1.2 billion.

As of February 24, 2014, the Registrant had 139,139,747 shares of Common Stock outstanding. Portions of the following documents are incorporated by reference: the definitive Proxy Statement of the Registrant relating to the Registrant’s Annual Meeting of Shareholders to be held on April 22, 2014 -- Part III.

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TABLE OF CONTENTS

PART I
	Item 1. Business	1
	Item 1A. Risk Factors	13
	Item 1B. Unresolved Staff Comments	22
	Item 2. Properties	22
	Item 3. Legal Proceedings	22
	Item 4. Mine Safety Disclosures	22
	Item 4A. Executive Officers of the Registrant	23
PART II
	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
	Item 6. Selected Financial Data	27
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	28
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	52
	Item 8. Financial Statements and Supplementary Data	53
	Item  9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	112
	Item 9A. Controls and Procedures	112
	Item 9B. Other Information	113
PART III
	Item 10. Directors, Executive Officers and Corporate Governance	113
	Item 11. Executive Compensation	113
	Item 12. Security Ownership of Certain Beneficial Owners and Managements and Related Stockholder Matters	113
	Item 13. Certain Relationships and Related Transactions, and Director Independence	114
	Item 14. Principal Accountant Fees and Services	114
PART IV
	Item 15. Exhibits, Financial Statement Schedules	114
SIGNATURES		118

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PART I

The information in this Form 10-K includes certain forward-looking statements, including statements relating to National Penn’s financial condition, results of operations, asset quality and trends in its business that involve risks and uncertainties.  National Penn’s actual results may differ materially from the results discussed in these forward-looking statements.  Factors that might cause such a difference include those discussed in Item 1  “Business,” Item 1A  “Risk Factors,” Item 7  “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as those discussed elsewhere in this Form 10-K.

Item 1.  BUSINESS

Overview

National Penn Bancshares, Inc. is a Pennsylvania business corporation and a registered bank holding company headquartered in Allentown, Pennsylvania.  Our address is 645 Hamilton Street, Suite 1100, Allentown, Pennsylvania 18101 (telephone number 800-822-3321). Prior to March 1, 2014, we were headquartered in Boyertown, Pennsylvania. In this report, "National Penn", "Company", "we", "us" and "our" refer to National Penn Bancshares, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

National Penn was incorporated in January 1982.  We provide a diversified range of financial services, principally through our national bank subsidiary, National Penn Bank.

We also conduct business through various other direct or indirect subsidiaries.  These other subsidiaries are engaged in activities related to the business of banking.  National Penn’s financial services affiliates consist of National Penn Wealth Management, N.A., including its National Penn Investors Trust Company (“NPITC”) division; National Penn Capital Advisors, Inc.; Institutional Advisors, LLC; National Penn Insurance Services Group, Inc., including its Higgins Insurance and Caruso Benefits divisions.

• At December 31, 2013, National Penn operated 114 retail branch offices throughout thirteen counties in eastern Pennsylvania, five retail branch offices in Centre County, Pennsylvania, and one retail branch office in Cecil County, Maryland.

• At December 31, 2013, National Penn had total assets of $8.6 billion, total loans of $5.3 billion, total deposits of $6.1 billion, and total shareholders’ equity of $1.1 billion. Refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8 “Financial Statements and Supplementary Data” of this Report.

Recent Developments

On January 30, 2014, under the terms of National Penn's previously announced repurchase plan, National Penn completed the repurchase of 7 million shares of its common stock from two affiliates of Warburg Pincus, at $10.77 per share (the closing price of National Penn common stock on the date the agreement was entered into). As a result, the ownership of National Penn common stock by these shareholders was reduced to approximately 13.6% of National Penn’s outstanding common stock. This transaction substantially completed our 2014 repurchase plan. For additional information, see National Penn’s Current Report on Form 8-K dated January 28, 2014.

Market Area

National Penn is headquartered in Allentown, Lehigh County, Pennsylvania.  This location strategically positions National Penn in the greater Lehigh Valley, as well as near Philadelphia to the southeast, and Reading and Lancaster to the west.

During 2013, we served communities throughout a fourteen-county market area in Pennsylvania --Berks, Bucks, Carbon, Centre, Chester, Delaware, Lancaster, Lehigh, Luzerne, Monroe, Montgomery, Northampton, Philadelphia and Schuylkill, as well as the Cecil County, Maryland area.

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Within this geographic region, there are six distinct market areas:

• Northern Region - the greater Lehigh Valley area, consisting of Lehigh and Northampton Counties, and Carbon, Monroe and Luzerne Counties in northeast Pennsylvania;

• Central Region - the Boyertown/Reading/Berks County area, Schuylkill County, and northwestern Montgomery County;

• Eastern Region - eastern Montgomery County and Bucks County;

• Southern Region - the greater Philadelphia metropolitan area including Philadelphia, Chester, Delaware and southern Montgomery Counties and Cecil County, MD;

• Nittany Region - Centre County, consisting of the State College/Bellefonte area; and

• Lancaster Region - greater Lancaster County.

Competition

The banking and financial services industry is extremely competitive in our market area.  We face vigorous competition for customers, loans and deposits from many companies, including:

• Commercial banks;

• Savings and loan associations;

• Finance companies;

• Credit unions;

• Trust companies;

• Mortgage companies;

• Money market mutual funds;

• Insurance companies; and

• Brokerage and investment firms.

Many of these competitors are significantly larger than National Penn; have greater resources, lending limits and larger branch systems; offer a wider array of financial services; and are also long-established in their geographic markets.  Refer to “General Development of Business” below.  In addition, some of these competitors are subject to a lesser degree of regulation than that imposed on National Penn.

Many of these competitors have elected to become financial holding companies under the Gramm-Leach-Bliley Act of 1999, including many of the largest ones.   See “Gramm-Leach-Bliley Act” below.

Business Strategy

Our goal is to generate high-quality customer relationships with profitable revenue growth. We intend to accomplish this goal by combining the robust product offerings and fee-based services of a major regional financial services company with the personal attention, service and responsiveness of a community bank.  We believe this strategy will result in a higher level of customer satisfaction leading to increased business with and retention of current customers, the ability to gain new customers, and the creation of shareholder value. The primary components of our business strategy are commercial banking, consumer banking, and wealth management.

Our business strategy is supported by a strong delivery system that emphasizes customer service.  We have divided our delivery into lines of business and into regions based primarily on geographic considerations.  Each region is managed by a regional president who reports to the Chief Banking Officer.  The executives and professionals in our regions and lines of business coordinate our sales and servicing efforts in order to effectively serve our current customers and gain new customers.  The purpose of this delivery design is to better leverage our centralized marketing and servicing efforts, thereby increasing sales of the wide range of products and services that we offer.  We believe that this cross-functional approach leads to more responsive service for our customers who, in turn, reward us with more of their total financial services business.

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Operating Segments

At December 31, 2013, National Penn has one reportable segment, Community Banking, and certain other non-reportable segments, as described in Footnote 20 to the consolidated financial statements included in Item 8 of this Report.  Footnote 20 includes segment information on revenue, assets and income, and is incorporated by reference in this Item 1.

Community Banking Segment

Commercial Banking Commercial banking is our primary business focus.  Commercial banking services are provided to small and medium sized businesses with annual gross revenues generally between $1 million and $100 million located primarily in our market areas.  The maximum lending commitment to a single borrower was approximately $59 million as of December 31, 2013, which is well below National Penn’s regulatory lending limit.  Our lending philosophy is to establish high-quality relationships with strict guidelines related to customer credit worthiness and collateral requirements.  We strive to maintain a well diversified loan portfolio by industry and borrower.  In addition, our lending process includes ongoing review, monitoring and management of the loan portfolio.

Many of our customers require us to have a high degree of understanding of their business in order for us to be able to customize solutions to their financial requirements.  We believe this distinguishes us from our competitors.  We offer a wide range of products including short-term loans for seasonal and working capital purposes, term loans secured by real estate and other assets, loans for construction and expansion needs, revolving credit facilities, and a full array of cash management services, including remote deposit capture, disbursement, collection, investment and electronic banking services.  Our customized product offerings are tailored to serve a wide range of customers from small business and middle market clients to municipalities and school districts with a focus on cost effective products designed to improve cash flow and utilization. We also engage in commercial real estate lending, including loans to developers of both residential and commercial projects.  Another important component of our commercial lending practice is our emphasis on small businesses and their unique needs, and we offer U.S. Small Business Administration (“SBA”) products to qualified borrowers. As of December 31, 2013, our commercial loan portfolio was $3.7 billion, which represents 68% of our total loans outstanding.

Consumer Banking   We offer a full range of deposit accounts, which include demand, NOW, money market, other checking and savings accounts, and certificates of deposit.  We also offer consumer loan products such as installment loans, home equity loans, residential mortgage loans, education loans and credit cards.  In addition, we offer automated teller services, safe deposit and night depository facilities and internet banking services, including on-line bill paying and mobile banking.  We continue to focus our efforts in further development of retail products and services, especially transaction deposit accounts.

An important component of our business strategy is the development of business lines and products to better serve our customers.  We are continually assessing the markets within which we operate in order to identify and capitalize upon opportunities where we believe a market segment is being under-served.  Once identified, we focus on customizing solutions that are beneficial to the user and profitable to us.

Other Segment

In addition to generation of fee income through our commercial and consumer banking operations, including mortgage lending, we have a number of specialized investment and insurance businesses to develop fee income and to serve specific markets.

National Penn Wealth Management, N.A., a national trust company headquartered in Pennsylvania and a subsidiary of National Penn Bank, offers investment management and fiduciary services for individuals, corporations, government entities and non-profit institutions. Its division, National Penn Investors Trust Company (“NPITC”), serves the asset management needs of clients. NPITC works in concert with Institutional Advisors LLC, an affiliated registered investment advisor (“RIA”), to deliver strong investment returns through customized and highly disciplined investment strategies. The wealth management group currently manages $2.5 billion of assets.

Securities brokerage services are also provided by a third party vendor, under the name "National Penn Investment Services." National Penn Capital Advisors, a separate RIA, focuses on providing a wide range of 401(k), investment, and consulting solutions for the retirement plan market.

National Penn Insurance Services Group, Inc. ("NPISG") and its Higgins Insurance Associates division provide property and casualty insurance services for individuals and businesses. NPISG's Caruso Benefits Group division offers specialized employee benefits consulting services. NPISG and its two divisions currently serve over 11,000 customers.

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For the year ended December 31, 2013, our efforts in the wealth and insurance businesses produced $40.0 million of fee income for the Company.

For those individuals requiring the highest levels of service and convenience when it comes to the management of their personal and business finances, National Penn Wealth Management offers Private Banking.  These relationships are serviced on a one-on-one basis by individual private bankers. Private Banking advantages include: a dedicated banker to navigate the Company's offerings and meet the client’s financial needs, special deposit and lending services, a wide range of investment and insurance services, and a full range of consumer and business banking services. Private Banking customers are high net worth individuals with income of $250,000 or more and investible net worth of $500,000 or more.

General Development of Business

National Penn Bank, then known as National Bank of Boyertown, was originally chartered in 1874.  National Bank of Boyertown converted to a holding company structure in 1982 by forming National Penn Bancshares, Inc. as a parent company to National Penn Bank.  National Bank of Boyertown changed its name to National Penn Bank in 1993 to reflect its growing market territory.

Since 1998, National Penn has grown significantly.  Growth has been generated both internally and through acquisitions and mergers that have either “filled in” or extended our reach into new markets.  At December 31, 1998, National Penn had $1.8 billion in total assets, and National Penn Bank conducted operations through 56 retail branch offices.  At December 31, 2013, National Penn had approximately $8.6 billion in total assets, and National Penn Bank conducted operations through 120 retail branch offices.  

In 2013, National Penn's net income was $53.4 million, or $0.37 per diluted share, and net interest margin was maintained at 3.51%. Net income decreased from the prior year as a result of a first quarter 2013 $64.9 million ($42.2 million after-tax) charge from the extinguishment of $400 million of previously restructured FHLB advances. Additionally, during the first quarter of 2013, the Company redeemed $65.2 million of 7.85%, fixed-rate subordinated debentures. During 2013, National Penn paid cash dividends of $0.30 per common share. National Penn maintained a strong capital base with a total capital ratio of 16.72% at December 31, 2013.

Lending

Underwriting and Credit Administration

The Board of Directors, through the Director’s Enterprise Risk Management Committee, reviews our lending practices and policies.  The Credit Policy Committee approves loan authority for certain officers to be used individually or jointly and approves membership in the Company’s Loan Committee.  All approvals are performed on a joint signature or committee basis. Joint approvals range up to $10 million based upon the type of loan, industry sector and the credit risk rating of the relationship, and all other loans, which is generally a loan of $10 million or more, require approval from the Company's Loan Committee.  The Loan Committee is chaired by the Chief Credit Officer, with other executive and senior officers of the Company making up the balance of the Loan Committee.  

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Loan Portfolio

At December 31, 2013 and 2012, our portfolio was composed of the following balances: 

	December 31, 2013				December 31, 2012
(dollars in thousands)			Percentage of				Percentage of
			Portfolio				Portfolio
Commercial and industrial	$	2,460,664	46.1	%	$	2,495,855	47.6	%
CRE - permanent	994,838		18.6	%	907,760		17.3	%
CRE - construction	198,334		3.7	%	125,878		2.4	%
Commercial real estate	1,193,172		22.3	%	1,033,638		19.7	%
Commercial	3,653,836		68.4	%	3,529,493		67.3	%
Residential mortgages	652,225		12.2	%	671,772		12.8	%
Home equity	762,608		14.3	%	754,386		14.4	%
All other consumer	264,599		5.0	%	270,901		5.2	%
Consumer	1,679,432		31.5	%	1,697,059		32.4	%
Loans	5,333,268		99.9	%	5,226,552		99.7	%
Loans held-for-sale	4,951		0.1	%	14,330		0.3	%
Total loans	$	5,338,219	100.0	%	$	5,240,882	100.0	%

Commercial Lending

We have a well diversified loan portfolio comprised of loans to customers across many industries. We originate loans primarily through direct solicitation of the borrower, referral sources, and loan participations with other banks. Secured or unsecured loans are available to qualifying customers to facilitate their working capital needs, real estate development, equipment financing, accounts receivable and inventory expansion. Many of our commercial customers are small businesses to which we offer a variety of products.

Our credit policies govern advance rates for collateral pledged to secure loans.  The majority of collateral consists of real estate, business equipment, eligible accounts receivable, raw materials, and finished inventory. Advance rates on collateral in our credit policies may be changed for individual customers depending upon their financial strength, collateral quality, and/or other loan terms.  For real estate secured loans, our credit policies also govern maximum loan-to-value, cash equity requirements, repayment accelerations, sellout time frames, and overall sponsor credit strength.

Commercial and Industrial Loans

Commercial and industrial (“C&I”) loans typically provide customers with financing for equipment; owner-occupied real estate; and short-term working capital needs, raw materials, finished inventory, and accounts receivable.  C&I loans may be either term loans or credit lines, depending upon each customer’s needs, and are repaid from cash flow from the customer’s business. Term loans can be fixed or floating rate and typically have a five year maximum maturity. Amortization is normally dependent upon the economic life of the pledged asset, which is typically owner-occupied real estate or equipment. Term loans with floating rates are typically indexed to the Prime rate or LIBOR.  Lines of credit are provided to customers with fluctuating cash flow needs allowing them to borrow, repay, and re-borrow funds on an as-needed basis up to a pre-determined limit. Lines of credit are typically committed for one year and renewed annually, but they may be granted for longer if warranted by the financial strength of the borrower and/or the collateral pledged. Repayment of the line of credit is dependent upon the business cash flow and/or the conversion of assets, such as accounts receivable and inventory.  Interest rates for lines of credit are usually floating, typically indexed to the Prime rate or LIBOR.

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Commercial Real Estate

Commercial real estate loans are typically made to developers for the construction or purchase of shopping centers, office buildings, mixed-use retail space and residential developments, including surrounding roadways, utilities and other infrastructure to support the project. Repayment of loans for permanent income producing properties is dependent upon the net cash flows received from tenants who lease space from property owners. For residential developments, repayment of the loan is dependent upon the sale of individual properties to consumers or in some cases to other developers. Terms of the loan generally range from one to three years, and interest rates are usually floating and are typically indexed to the Prime rate or LIBOR. We also provide loans to customers for the construction and/or long term financing of greater than five unit residential properties that are for rent.  Loan amortization may extend up to 25 years, depending on the financial strength of the customer. Customers repay these loans from net cash flows received from renting the individual units to tenants. Interest rates for these projects can be either fixed rates (up to ten year maximum terms) or floating rates, typically indexed to the Prime rate or LIBOR.

Consumer Lending

We provide loans directly to consumers within our markets to finance personal residences, automobiles, college tuition, home improvements and other personal needs. We also make indirect loans to customers for the purchase of both new and used vehicles. The majority of residential mortgages are conformed to FNMA and FHLMC underwriting criteria and are sold to secondary market investors. Other residential products such as jumbo mortgages are originated and typically held in our loan portfolio. We also provide home equity loans, home equity lines of credit and other consumer loans through our network of retail branch offices and our Private Banking division. The majority of consumer loans are secured by the borrower’s residential real estate in either a first or second lien position.  We require a loan-to-value ratio of not greater than 90% on this portfolio with some exceptions based on the borrower’s financial strength. 

Investment Policies and Strategies

Our investment portfolio consists primarily of U.S. Agency and municipal bonds. The Agency bonds include debentures, mortgage-backed securities, and collateralized mortgage obligations issued by GNMA, FNMA and FHLMC. Agency and municipal bonds carry lower risk-based capital requirements than certain other types of securities. The primary purpose of our investment portfolio is to provide a source of liquidity, and as a result we focus on buying high-quality, highly marketable securities. Additionally, the investment portfolio supports our pledging needs for funding purposes and is an essential tool in interest rate risk management.  The Board of Directors establishes investment management and interest rate risk management guidelines.

Concentrations and Seasonality

None of our businesses or products are dependent on a single or limited number of customers, the loss of which would have a material adverse effect on our business.   Our commercial loan portfolio has a concentration in loans to commercial real estate investors and developers and a significant amount of loans are secured by real estate located in Pennsylvania.  Refer to “Significant Concentrations of Credit Risk” in Footnote 1 to the consolidated financial statements included at Item 8 of this Report.  While our businesses are not seasonal in nature, we experience some fluctuations in revenues and deposits.

Environmental Compliance

Our compliance with federal, state and local environmental protection laws had no material effect on capital expenditures, earnings or our competitive position in 2013, and is not expected to have a material effect on such expenditures, earnings or competitive position in 2014.

Employees

At December 31, 2013, National Penn and its subsidiaries had 1,737 full- and part-time employees.  Our full-time equivalent ("FTE") employee count at December 31, 2013 was 1,631 compared to 1,648 at December 31, 2012.

Website Availability of Reports

We maintain a website at: www.nationalpennbancshares.com.  We make our Forms 10-K, 10-Q and 8-K (and amendments to each) and other material information about the Company available on this website free of charge at the same time as those reports are filed with the SEC (or as soon as reasonably practicable following that filing).

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Supervision and Regulation

Bank holding companies and banks operate in a highly regulated environment and are regularly examined by federal and state regulatory authorities. The following discussion concerns various federal and state laws and regulations and the potential impact of such laws and regulations on National Penn and its subsidiaries.

To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory or regulatory provisions themselves.  Proposals to change laws and regulations are frequently introduced in Congress, the state legislatures, and before the various bank regulatory agencies.  National Penn cannot determine the likelihood or timing of enactment of any such proposals or legislation or the impact they may have on National Penn and its subsidiaries.  A change in law, regulations or regulatory policy may have a material effect on the business of National Penn and its subsidiaries.

Bank Holding Company Regulation

National Penn is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”), and is subject to inspection, examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

In general, the BHCA limits the business in which a bank holding company may engage in banking, managing or controlling banks and other activities that the Federal Reserve determines to be appropriately incidental to the business of banking. The Gramm-Leach-Bliley Act of 1999 (“GLBA”) amended the BHCA and established a new kind of bank holding company called a “financial holding company.”  GLBA expanded the permissible activities of a bank holding company that elects to become a financial holding company.  A financial holding company may engage in any type of activity that is financial in nature, or incidental or complementary to a financial activity.   National Penn has not become a “financial holding company.”  See “Gramm-Leach-Bliley Act”, in this item, below.

Bank holding companies are required to file periodic reports with, and are subject to examination by, the Federal Reserve.  Federal Reserve regulations require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks.  Pursuant to these “source of strength” regulations, the Federal Reserve may require National Penn to commit its resources to provide adequate capital funds to National Penn Bank during periods of financial stress or adversity.  This support may be required at times when National Penn is unable to provide such support.  Any capital loans by National Penn to National Penn Bank would be subordinate in right of payment to deposits and certain other indebtedness of the bank.

If any insured depository institution subsidiary of a bank holding company becomes  “undercapitalized” (as defined by regulations) and is required to file a capital restoration plan with its appropriate federal banking agency, the Federal Deposit Insurance Act (“FDIA”) requires a bank holding company to guarantee the depository institution's compliance with its capital restoration plan, up to specified limits.

The BHCA gives the Federal Reserve the authority to require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve's determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company.

The BHCA prohibits National Penn from acquiring direct or indirect control of more than 5% of the outstanding shares of any class of voting stock or substantially all of the assets of any bank, or merging or consolidating with another bank holding company, without prior approval of the Federal Reserve.  Such a transaction may also require approval of the Pennsylvania Department of Banking and Securities.  Pennsylvania law permits Pennsylvania bank holding companies to control an unlimited number of banks.

The BHCA further prohibits National Penn from engaging in or from acquiring ownership or control of more than 5% of the outstanding shares of any class of voting stock of any company engaged in a non-banking related business unless such business is determined by the Federal Reserve, by regulation or by order, to be “so closely related to banking” as to be a “proper incident thereto.”  The BHCA does not place territorial restrictions on the activities of such non-banking-related businesses.

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The Federal Reserve's regulations concerning permissible non-banking activities for National Penn provide fourteen categories of functionally related activities that are permissible non-banking activities. These are:

• Extending credit and servicing loans;

• Certain activities related to extending credit;

• Leasing personal or real property under certain conditions;

• Operating non-bank depository institutions, including savings associations;

• Trust company functions;

• Certain financial and investment advisory activities;

• Certain agency transactional services for customer investments, including securities brokerage activities;

• Certain investment transactions as principal;

• Management consulting and counseling activities;

• Certain support services, such as courier and check printing services;

• Certain insurance agency and underwriting activities;

• Community development activities;

• Issuance and sale of money orders, savings bonds, and traveler’s checks; and

• Certain data processing services.

Depending on the circumstances, Federal Reserve approval may be required before National Penn or its non-bank subsidiaries may begin to engage in any such activity and before any such business may be acquired.

Dividend Restrictions

National Penn is a legal entity separate and distinct from National Penn Bank and National Penn's other direct and indirect bank and non-bank subsidiaries.

National Penn's revenues (on a parent company only basis) result almost entirely from dividends paid to National Penn by its subsidiaries.  The right of National Penn, and consequently the right of creditors and shareholders of National Penn, to participate in any distribution of the assets or earnings of any subsidiary through the payment of such dividends or otherwise is necessarily subject to the prior claims of creditors of the subsidiary (including depositors, in the case of National Penn Bank except to the extent that claims of National Penn in its capacity as a creditor may be recognized).

Federal and state laws regulate the payment of dividends by National Penn's subsidiaries.  See “Supervision and Regulation" and "Regulation of National Penn Bank” in this Item 1 and refer to Footnote 15 to the consolidated financial statements included at Item 8 of this Report.  Federal banking regulators have the authority to prohibit banks and bank holding companies from paying a dividend if the regulators deem such payment to be an unsafe or unsound practice.

Capital Adequacy

Bank holding companies are required to comply with the Federal Reserve's risk-based capital guidelines.

    Capital adequacy guidelines involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.  Capital adequacy guidelines are intended to ensure that bank holding companies have adequate capital given the risk levels of its assets and off-balance sheet financial instruments.  The guidelines require that bank holding companies maintain minimum ratios of capital to risk-weighted assets.  For purposes of calculating the ratios, a bank holding company's assets and some of its specified off-balance sheet commitments and obligations are assigned to various risk categories and its capital is classified in one of three tiers.

The required minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) is 8%.  The Federal Reserve has the power to require higher minimum capital ratios on a case-by-case basis depending on the particular circumstances of a bank holding company. At least half of total capital must be “Tier 1 capital”.  Tier 1 capital consists principally of common shareholders' equity, retained earnings, a limited amount of qualifying perpetual preferred stock and minority interests in the equity accounts of consolidated subsidiaries, less goodwill and certain intangible assets.  The remainder of total capital may consist of mandatory convertible debt securities and a limited amount of subordinated debt, qualifying preferred stock and loan loss allowance (“Tier 2 capital”).  At December 31, 2013, National Penn's Tier 1 capital and total (Tier 1 and Tier 2 combined) capital ratios were 15.46% and 16.72%, respectively.

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In addition to the risk-based capital guidelines, the Federal Reserve requires a bank holding company to maintain a minimum “leverage ratio”.  This requires a minimum level of Tier 1 capital (as determined under the risk-based capital rules) to average total consolidated assets of 3% for those bank holding companies that have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion.  The Federal Reserve expects all other bank holding companies to maintain a ratio of at least 1% to 2% above the stated minimum.  At December 31, 2013, National Penn's leverage ratio was 11.63%.

In July 2013 the federal banking agencies amended their capital regulations to adopt a new regulatory capital framework for banks and bank holding companies that increases the minimum required levels of capital. For all financial institutions the new regulations establish a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent plus a common equity tier 1 capital conservation buffer of 2.5 percent of risk-weighted assets. The amended regulations also raise the minimum ratio of tier 1 capital to risk-weighted assets from 4 percent to 6 percent and include a minimum leverage ratio of 4 percent. The largest banking organizations will be required to maintain significantly higher minimum ratios. For banks and bank holding companies with assets below $10 billion, including National Penn, the new framework will become effective on January 1, 2015.

The FDIA requires an insured institution to take “prompt corrective action” in the event minimum capital requirements are not met.  Pursuant to the “prompt corrective action” provisions of the FDIA, the federal banking agencies have specified, by regulation, the levels at which an insured institution is considered “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, or “critically undercapitalized.”

Under these regulations, an insured institution is considered “well capitalized” if it satisfies each of the following requirements:

• It has a total risk-based capital ratio of 10% or more.

• It has a Tier 1 risk-based capital ratio of 6% or more.

• It has a leverage ratio of 5% or more.

• It is not subject to any order or written directive to meet and maintain a specific capital level.

FDIC Insurance Assessments

National Penn Bank is subject to deposit insurance assessments by the Federal Deposit Insurance Corporation (“FDIC”).  Beginning April 1, 2011, in accordance with the provisions of the Dodd-Frank Act, the FDIC changed its methodology for determining assessment rates. While, historically, assessments were generally based on domestic deposits coupled with the risk classification of a depository institution, the new rate schedule is based on average consolidated total assets minus average tangible equity (Tier 1) capital. Assessments for depository institutions with total assets of $10 billion or more are subject to a different methodology that reflects the institution's overall risk relative to other large institutions. The FDIC also may impose special assessments at any time it estimates that Deposit Insurance Fund reserves will fall to a level that would adversely affect public confidence. National Penn Bank was required to pay (subject to certain credits) regular FDIC insurance assessments in 2013, and expects to be required to pay regular insurance assessments to the FDIC in 2014.

Regulation of National Penn Bank

The operations of National Penn Bank are subject to various federal and state statutes applicable to banks chartered in the United States, as well as regulations of the Office of the Comptroller of the Currency (“OCC.”)  

The OCC, which has primary supervisory authority over National Penn Bank, regularly examines national banks in such areas as reserves, loans, investments, management practices, trust, and other aspects of operations. These examinations are designed for the protection of depositors rather than shareholders.  National Penn Bank must furnish annual and quarterly reports to the OCC, which has the legal authority to prevent the bank from engaging in an unsafe or unsound practice in conducting its business.

Federal and state banking laws and regulations govern, among other things, the scope of a bank's business, the investments a bank may make, the minimum capital levels and ratios a bank must maintain, the reserves against deposits a bank must maintain with its district Federal Reserve Bank, the types and terms of loans a bank may make and the collateral it may take, the activities of a bank with respect to mergers and consolidations, and the establishment of branches, including community offices. Pennsylvania law permits statewide branching.

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Under the National Bank Act, National Penn Bank is required to obtain the prior approval of the OCC for the payment of dividends if the total of all dividends declared by it in one year would exceed its net profits for the current year plus its retained net profits for the two preceding years, less any required transfers to surplus.  In addition, National Penn Bank may only pay dividends to the extent that its retained net profits (including the portion transferred to surplus) exceed statutory bad debts.  Under the FDIA, National Penn Bank is prohibited from paying any dividends, making other distributions or paying any management fees if, after such payment, it would fail to satisfy its minimum capital requirements.

As a subsidiary bank of a bank holding company, National Penn Bank is subject to certain restrictions imposed by the Federal Reserve Act and Federal Reserve regulations on extensions of credit to its affiliates, including the bank holding company and its subsidiaries, on investments in the stock or other securities of the bank holding company or its subsidiaries, and on taking the stock or securities of the bank holding company or its subsidiaries as collateral for loans.

The Federal Reserve Act and Federal Reserve regulations also place certain limitations and reporting requirements on extensions of credit by a bank to its directors, executive officers and principal shareholders, and the directors, executive officers and principal shareholders of its parent holding company, as well as to their related interests.

Regulation of Other Subsidiaries

National Penn Wealth Management, N.A., a direct subsidiary of National Penn Bank, is a limited purpose national trust company regulated by the OCC.  National Penn Bank's other direct non-bank subsidiaries are also subject to regulation by the OCC. In addition, National Penn Capital Advisors, Inc. and Institutional Advisors, LLC, investment advisory firms, are each primarily subject to regulation by the SEC and various state securities regulators.  National Penn Bank's insurance agency subsidiary, National Penn Insurance Services Group, Inc., is primarily subject to regulation by the Pennsylvania Department of Insurance.

Monetary and Fiscal Policies

The financial services industry, including National Penn and its subsidiaries, is affected by the monetary and fiscal policies of government agencies, including the Federal Reserve.  Through open market securities transactions and changes in its discount rate and reserve requirements, the Federal Reserve exerts considerable influence over the cost and availability of funds for lending and investment.

Dodd-Frank Act

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the most extensive overhaul of the laws regulating the U.S. financial services industry since the Great Depression, was signed into law. Dodd-Frank creates a new federal oversight function for identifying and managing systemic financial risks, reorganizes the federal bank regulatory structure and imposes new standards and limitations on commercial banking, securities and insurance activities. A number of provisions became effective immediately, but many have delayed effective dates and extended implementation timetables to allow the financial regulatory agencies to promulgate a broad array of new regulations. Although it is not possible to determine the ultimate impact of Dodd-Frank before the extensive rulemaking process is completed, the following provisions are believed to be of greatest significance to National Penn and its subsidiaries:

• Expands the authority of the Federal Reserve Board to examine bank holding companies and their subsidiaries, including insured depository institutions and functionally regulated subsidiaries.

• Requires a bank holding company to be well capitalized and well managed in order to receive approval of an interstate bank acquisition.

• Permits a national bank to establish interstate branches to the same extent as the branch state allows establishment of in-state branches.

• Requires federal banking regulators to make capital regulations countercyclical so that capital requirements increase for banks and bank holding companies in times of economic expansion and capital requirements decrease in times of economic contraction consistent with safety and soundness considerations.

• Creates a new Consumer Financial Protection Bureau (CFPB) with broad rulemaking authority to administer, enforce and implement the federal consumer financial laws.

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• As implemented by OCC regulations, alters the federal preemption standard by subjecting national banks to state laws, including consumer financial laws that the OCC determines to be applicable to national banks in accordance with the decision of the U.S. Supreme Court in Barnett Bank of Marion County, N.A. v. Nelson.

• Comprehensively subjects national bank subsidiaries and affiliates to all state laws by eliminating federal preemption authority historically available to them through their national bank affiliation.

• As implemented by OCC regulations, authorizes a state attorney general to file a lawsuit against a national bank to enforce applicable state laws, including applicable consumer financial laws, in accordance with the decision of the U.S. Supreme Court in Cuomo v. Clearing House Assn.

• As implemented by FDIC and banking regulations, permits FDIC-insured banks to pay interest on demand deposits accounts, including business and corporate accounts.

• As implemented by Federal Reserve regulations, amends the Electronic Fund Transfer Act to require the Federal Reserve to set “reasonable and proportional” limits on interchange fees, including adjustments for fraud prevention, charged to merchants by debit card issuers.

Dodd-Frank imposes more extensive federal regulatory changes on financial institutions with more than $10 billion in assets. Because the assets of National Penn do not exceed $10 billion, Dodd-Frank does not, for example, subject National Penn to examination by the Consumer Financial Protection Bureau or limit the debit card interchange fees charged by National Penn Bank.

Dodd-Frank also permanently raised the current standard maximum deposit insurance amount to $250,000.

The financial regulatory agencies promulgated the following regulatory actions implementing Dodd-Frank provisions that have significance to the business of National Penn, which became effective during 2013 and through February 2014:

• The OCC amended its regulation governing national bank lending limits to expand the definition of ‘‘loans and extensions of credit’’ to include credit exposures arising from derivative transactions, repurchase agreements, reverse repurchase agreements, securities lending transactions and securities borrowing transactions.

• The OCC and the Federal Reserve Board issued regulations revising their risk-based and leverage capital requirements for national banks and bank holding companies by adopting a revised definition of regulatory capital, a new common equity tier 1 minimum capital requirement, and a higher minimum tier 1 capital requirement; establishing limits on capital distributions and discretionary bonus payments if minimum risk-based capital requirements are not met; and amending the methodologies for determining risk-weighted assets.

• The Consumer Financial Protection Bureau amended its electronic fund transfer regulations to eliminate a requirement that a fee notice be posted on ATMs and require an on-screen or paper fee disclosure.

• The Federal Reserve Board issued regulations to permit bank holding companies to engage in foreign exchange transactions with retail customers subject to compliance with various requirements with respect to disclosure, recordkeeping, capital and margin, reporting, business conduct, and documentation.

• The Consumer Financial Protection Bureau issued a series of amendments to its Truth-in-Lending regulations to implement new requirements regarding loan originator compensation; qualifications and licensing; mandatory arbitration; financing of single-premium credit insurance; mandatory escrow accounts for higher-priced mortgage loans; determining consumers’ ability to repay loans secured by a dwelling; limiting prepayment penalties; requiring pre-loan counseling for high-cost mortgage loans; delineating safe harbors for “qualified mortgages;” and requiring appraisals for higher-priced mortgage loans.

• The Consumer Financial Protection Bureau amended its electronic fund transfer regulations to provide new protections, including disclosure requirements and error resolution and cancellation rights, to consumers who send remittance transfers to consumers or businesses in foreign countries, and the Federal Reserve Board and the Financial Crimes Enforcement Network (FinCEN) amended their Bank Secrecy Act regulations to ensure that anti-money laundering requirements cover remittance transfers.

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Volcker Rule

As mandated by the Dodd-Frank Act, in December 2013, the OCC, FRB, FDIC, and SEC issued a final rule (the "Final Rules") implementing certain prohibitions and restrictions on the ability of a banking entity and non-bank financial company supervised by the FRB to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund (the so-called "Volcker Rule"). The Final Rules also require regulated entities to establish an internal compliance program that is consistent with the extent to which it engages in activities covered by the Volcker Rule, which must include making regular reports about those activities to regulators. Although the Final Rules provide some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including National Penn. The Final Rules are effective April 1, 2014, with an extended effective date of July 2015.

Under the Final Rules, financial institutions are prohibited from owning certain covered funds. National Penn has reviewed its securities holdings and does not believe that any of them qualify as impermissible holdings. However, if future regulatory interpretation requires us to divest of any such investments, it could cause us to recognize unexpected losses on the dispositions.

Gramm-Leach-Bliley Act

The Gramm-Leach-Bliley Act of 1999 (“GLBA”):

• Repealed various provisions of the Glass-Steagall Act to permit commercial banks to affiliate with investment banks (securities firms) and insurance-related businesses.

• Amended the BHCA to permit qualifying bank holding companies to engage in any type of financial activity.

• Permits subsidiaries of national banks to engage in a broad range of financial activities that are not permitted for national banks themselves.

The result is that banking companies are generally able to offer a wider range of financial products and services and are more readily able to combine with other types of financial companies, such as securities firms and insurance companies.

GLBA created a new kind of bank holding company called a “financial holding company” (a “FHC”) that is authorized to engage in any activity that is “financial in nature or incidental to financial activities” and any activity that the Federal Reserve determines is “complementary to financial activities” and does not pose undue risks to the financial system.  A bank holding company qualifies to become a FHC if it files an election with the Federal Reserve and if each of its depository institution subsidiaries is “well capitalized”, “well managed”, and CRA-rated “satisfactory” or better. National Penn has not become a FHC.  National Penn has, instead, utilized the authority of national banks to create “operating subsidiaries” to expand its business products and services.

GLBA also authorizes national banks to create “financial subsidiaries.”  This is in addition to the present authority of national banks to create “operating subsidiaries.”  A “financial subsidiary” is a direct subsidiary of a national bank that satisfies the same conditions as a FHC, plus certain other conditions, and is approved in advance by the OCC.  A “financial subsidiary” can engage in most, but not all, of the activities newly authorized for a FHC.  National Penn Bank has not created any “financial subsidiaries.”

In addition, GLBA includes significant provisions relating to the privacy of consumer and customer information.  These provisions apply to any company “the business of which” is engaging in activities permitted for a FHC, even if it is not itself a FHC.  Thus, they apply to National Penn, National Penn Bank, and their affiliates.  GLBA requires a financial institution to adopt and disclose its privacy policy, give consumers and customers the right to “opt out” of most disclosures to non-affiliated third parties, not disclose any account information to non-affiliated third party marketers and follow regulatory standards to protect the security and confidentiality of consumer and customer information.

National Penn believes GLBA will continue to narrow the differences and intensify competition among commercial banks, investment banks, insurance firms and other financial services companies.

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Fair Credit Reporting Act

In 2008, the federal banking agencies issued regulations implementing the affiliate marketing provisions added to the Fair Credit Reporting Act by the Fair and Accurate Credit Transactions (FACT) Act.  The regulations require a financial institution to provide consumers with notice and an opportunity to “opt out” before certain information can be received from, or disclosed to, an affiliate for the purpose of making a marketing solicitation. Implementing Dodd-Frank provisions that amend the FACT Act, the Federal Reserve issued regulations requiring financial institutions to disclose credit scores to consumers if they use credit scores in setting the material terms of credit.

USA PATRIOT Act

Combating money laundering and terrorist financing is a major focus of governmental policy covering financial institutions.  The USA PATRIOT Act of 2001 (the “Patriot Act”), which amended the Bank Secrecy Act, gave the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers and increased information-sharing.  It also substantially broadened the scope of federal anti-money laundering laws and regulations by imposing significant new compliance and due diligence policies, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States.  The United States Treasury Department has issued a number of regulations to implement various provisions of the Patriot Act.  These regulations impose obligations on National Penn to maintain appropriate policies, procedures and controls to detect, prevent and report potential money laundering and terrorist financing activities and to verify the identity of its customers.   Failure to maintain and implement adequate programs to combat money laundering and terrorist financing or to comply with all of the relevant laws and regulations could have an adverse impact on National Penn's business.

Interest on Reserves

Federal Reserve regulations direct that interest be paid on the required and excess reserve balances held by depository institutions at Federal Reserve Banks.  

Item 1A.  RISK FACTORS

Difficult conditions in the capital markets and the economy generally may materially adversely affect our business and results of operations, and these conditions may not significantly improve in the near future.

Our business and results of operations are materially affected by conditions in the capital markets and the economy generally. Concerns over the slow economic recovery, the level of national debt, unemployment, the availability and cost of credit, the housing market, inflation levels, the U.S. debt ceiling, the European sovereign debt crisis, energy costs and geopolitical issues have contributed to increased volatility and diminished expectations for the economy and the markets. As a result, the market for fixed income instruments has experienced decreased liquidity, increased price volatility, credit downgrade events, and increased probability of default. Securities that are less liquid are more difficult to value and may be hard to dispose of. Domestic and international equity markets have also experienced periods of heightened volatility and turmoil, with issuers (such as National Penn) that have exposure to the real estate, mortgage, automobile and credit markets particularly affected. These events and other market disturbances may have an adverse effect on us, in part because a portion of our assets are investment securities and also because we are dependent upon customer behavior. Our revenues, including net interest income and net interest margin, are susceptible to decline in such circumstances, and our profit margins could erode. In addition, in the event of extreme and prolonged market events, such as the global financial crisis, we could incur significant losses. Even in the absence of a market downturn, we are exposed to substantial risk of loss due to market volatility.

Factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, ultimately, the profitability of our business. In an economic climate characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for our financial products could be adversely affected. Issues with respect to the U.S. government’s debt ceiling and other budgetary and spending matters could contribute to the risk of slower economic growth. The nature and ultimate resolution of these issues, or a failure to achieve a timely and effective resolution, may adversely affect the U.S. economy through possible consequences including further downgrades in the ratings for U.S. Treasury securities, government shutdowns, or substantial spending cuts resulting from sequestration. Adverse changes in the economy could affect earnings negatively and could have a material adverse effect on our business, results of operations and financial condition.

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National Penn is subject to pervasive and comprehensive federal and state regulatory requirements and possible regulatory enforcement actions, which may harm its business and financial results, its reputation, and its share price.

National Penn is supervised by the Federal Reserve, and National Penn Bank is supervised by the Office of the Comptroller of the Currency (the “OCC”). Accordingly, National Penn and its subsidiaries are subject to extensive federal and state legislation, regulation, and supervision that govern almost all aspects of business operations, which put each of them at risk of being the subject of a formal or informal supervisory enforcement action. The expansive regulatory framework is primarily designed to protect consumers, depositors and the government's deposit insurance funds, and to accomplish other governmental policy objectives such as combating terrorism; that framework is not designed to protect shareholders.  Areas such as Bank Secrecy Act (“BSA”) compliance (including BSA and related anti-money laundering regulations) and real estate-secured consumer lending (such as Truth-in-Lending regulations, changes in Real Estate Settlement Procedures Act regulations, implementation of licensing and registration requirements for mortgage originators and more recently, heightened regulatory attention to mortgage and foreclosure-related activities and exposures) are being confronted with escalating regulatory expectations and scrutiny.  While National Penn has policies and procedures designed to prevent regulatory violations, there is a risk that such violations will occur. Failure by National Penn to comply with these requirements could result in adverse action by regulators, which would negatively affect National Penn's reputation and could adversely affect National Penn's ability to manage its business, and as a result, could be materially adverse to National Penn's shareholders.

The impact of legislation, including proposed legislation, and government programs adopted in response to the economic downturn, the U.S. debt ceiling and budget deficit concerns cannot be predicted at this time, and such legislation is subject to change.  

New or changed governmental legislation or regulation and accounting industry pronouncements could adversely affect National Penn.

Changes in federal and state legislation and regulation may affect National Penn's operations.  On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law.  The Dodd-Frank Act continues to require significant changes to the U.S. financial system, including among others:

• Requirements on banking, derivative and investment activities, including: the repeal of the prohibition on the payment of interest on business demand accounts, debit card interchange fee requirements, and the “Volcker Rule,” which restricts proprietary trading and the sponsorship of, or the acquisition or retention of ownership interests in, private equity funds.

• The creation of the Bureau of Consumer Financial Protection with supervisory authority, including the power to conduct examinations and take enforcement actions with respect to financial institutions with assets of $10 billion or more.

• The Bureau of Consumer Financial Protection has issued new regulations that may have a significant impact on compliance requirements for National Penn Bank, including in the area of mortgage lending activities.

• The creation of a Financial Stability Oversight Council with authority to identify institutions and practices that might pose a systemic risk.

• Provisions affecting corporate governance and executive compensation of all companies subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended, including the requirement that National Penn submit its executive compensation program to an advisory (non-binding) shareholder vote.

• A provision that broadens the base for FDIC insurance assessments.

• A provision that requires bank regulators to set minimum capital levels for bank holding companies that are as strong as those required for their insured depository subsidiaries, subject to a grandfather clause for holding companies with less than $15 billion in assets as of December 31, 2009.

Some of these provisions have yet to be implemented because the issuance of some rules has been delayed and the deadlines for adoption of other rules have not yet been reached.  

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On July 2, 2013, the Federal Reserve Board unanimously approved its final rule implementing Basel III. The rule was subsequently approved as a final rule by the Office of the Comptroller of the Currency on July 9, 2013 and requires banking organizations, such as National Penn, to calculate their risk-weighted assets under the final rule's standardized approach. The rule will be effective January 1, 2015, with some additional transition periods, and requires compliance with the revised definitions of regulatory capital, revised minimum capital ratios, and revised regulatory capital adjustments and deductions, among other issues. National Penn is also subject to changes in accounting rules and interpretations.  

The impact of legislation, including proposed legislation, and government programs adopted in response to the economic downturn, the U.S. debt ceiling and budget deficit concerns cannot be predicted at this time, and such legislation is subject to change.  National Penn cannot predict what effect any presently contemplated or future changes in financial market regulation or accounting rules and interpretations will have on National Penn.  National Penn will have to devote a substantial amount of management and financial resources to ensure compliance with such regulatory changes, including all applicable provisions of the Dodd-Frank Act and its implementing rules as they are finalized and released, which may increase National Penn's costs of operations.  In addition, in some cases, National Penn's ability to comply with regulatory changes may be dependent on third party vendors taking timely action to achieve compliance.  Any such changes may also negatively affect National Penn's financial performance, the calculation of its capital ratios, its ability to expand its products and services and/or to increase the value of its business and, as a result, could be materially adverse to National Penn's shareholders.

Our credit quality has been and may continue to be adversely affected by economic conditions.

Economic conditions have adversely impacted National Penn’s business and its results of operations, including the quality of National Penn’s credit portfolio. Beginning in late 2008, we experienced a downturn in the overall credit performance of our loan portfolio. Our loan portfolio has improved in credit quality since the downturn; however, in the aftermath of recessionary conditions, national and regional unemployment remains high and individuals have fewer sources of liquidity, many borrowers may continue to have a decreased ability to meet their loan obligations. Delayed improvement or another period of deterioration in the quality of our credit portfolio could significantly increase non-performing loans, require additional increases in loan loss reserves, elevate charge-off levels and have a material adverse effect on our capital, financial condition and results of operations.

Commercial, construction and real estate loans increase our exposure to credit risk.

As of December 31, 2013, $3.7 billion, or 68.4%, of National Penn’s loan portfolio consisted of commercial real estate loans and commercial and industrial loans. Subject to market conditions, we intend to continue to increase our origination of these loans. Commercial real estate loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property and the income stream of the borrowers. Commercial real estate loans also typically involve larger loan balances to single borrowers or groups of related borrowers both at origination and at maturity. Commercial business loans expose us to additional risks since they typically are made on the basis of the borrower's ability to make repayments from the cash flow of the borrower's business and are secured by non-real estate collateral that may depreciate over time. In addition, some of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship may expose us to a greater risk of loss.

Our allowance for loan losses may prove inadequate or we may be required to make further additions to our allowance for loan losses because of credit risk exposure.

We maintain an allowance for possible loan losses. If the economy and/or the real estate market weakens, we may be required to add further provisions to our allowance for loan losses as nonperforming assets could increase or the value of the collateral securing loans may be insufficient to cover any remaining net loan balance, which could have a negative effect on our results of operations.

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National Penn reviews the adequacy of its allowance for loan losses, considering economic conditions and trends, collateral values and credit quality indicators, including past charge-off experience and levels of past due loans and non-performing assets, classified assets and other regulatory requirements. As a result of these considerations, National Penn evaluates the need to increase or decrease its allowance for loan losses.  This evaluation is inherently subjective, as it requires numerous estimates and there may be unanticipated adverse changes to the economy caused by recession, inflation, unemployment or other factors beyond National Penn's control.  Because of the degree of uncertainty and susceptibility of these factors to change, our actual losses may vary materially from our current estimates. If the credit quality of National Penn's customer base materially decreases, if the risk profile of a market, industry or group of customers changes materially, or if the allowance for loan losses is not adequate, National Penn's business, financial condition, liquidity, capital and results of operations could be materially and adversely affected.

National Penn's financial performance is directly affected by interest rates.

Changes in interest rates may reduce profits. Our primary source of income currently is net interest income. Net interest income is the differential, or the net interest spread, between the interest earned on loans, securities and other interest-earning assets, and the interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest margin is affected by changes in market interest rates, because different types of assets and liabilities may react differently, and at different times, to market rate changes. When our interest-bearing liabilities reprice or mature more quickly than interest-earning assets in a period, an increase in market interest rates could reduce our net interest income. Similarly, when interest-earning assets reprice or mature more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. These rates are sensitive to many factors that are beyond National Penn’s control, including general economic conditions, and monetary and fiscal policies of various governmental regulatory agencies, including the Federal Reserve.

We attempt to manage our risk from changes in market interest rates by adjusting the rates, maturity, repricing and balance of the different types of interest-earning assets and interest-bearing liabilities. However, our ability to lower our interest expense is limited at the current lower interest rate levels, while the average yield on our interest-earning assets may continue to decrease. We have been able to achieve a relatively stable net interest margin over the last several years; however, a failure to effectively manage our interest rate risk could materially adversely affect our net interest spread, loan origination volume, asset quality and overall profitability.

National Penn could experience unanticipated costs and disruptions to our operations in connection with our corporate relocation plan.

As part of our corporate relocation plan, announced in October 2012, we have opened a Reading Area Business Center and will move our corporate headquarters to Allentown, Pennsylvania in the first quarter of 2014, while maintaining a presence in Boyertown. Due to the inherent difficulty in estimating costs associated with projects of this scale and nature, the costs associated with this project may be higher than we have estimated. In addition, the process of moving our corporate headquarters is inherently complex and not part of our day to day operations. Thus, that process could cause significant disruption to our operations and cause the temporary diversion of management resources, all of which could have a material adverse effect on our business.

Because its operations are concentrated in eastern Pennsylvania, National Penn's performance and financial condition may be adversely affected by regional economic conditions and real estate values.

National Penn's loan activities are largely based in 13 counties in eastern Pennsylvania, and to a lesser extent, National Penn's deposit base is primarily generated from this area. As a result, our consolidated financial performance depends largely upon economic conditions in this region and demand for its products and services. Weak local economic conditions beginning in 2008 caused an increase in loan delinquencies, an increase in the number of borrowers who defaulted on their loans and a reduction in the value of the collateral securing their loans. Delayed improvement or another decline in the regional real estate market could again harm our financial condition and results of operations because of the geographic concentration of loans within this regional area and because a large percentage of its loans are secured by real property. If there is another decline in real estate values, the collateral for National Penn's loans will provide less security. As a result, our ability to recover on defaulted loans by selling the underlying real estate will be diminished, and we will be more likely to suffer losses on defaulted loans.

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Declines in asset values may result in impairment charges and adversely impact the value of our investments, financial performance and capital.

National Penn maintains an investment portfolio that includes, but is not limited to, municipal bonds, bank equity securities, and individual trust preferred securities. The market value of investments may be affected by factors other than the underlying performance of the issuer or composition of the bonds themselves, such as ratings downgrades, adverse changes in business climate and lack of liquidity for resales of certain investment securities. We periodically, but not less than quarterly, evaluate investments and other assets for impairment indicators. We may be required to record additional impairment charges if investments suffer a decline in value that is considered other-than-temporary. If we determine that a significant impairment has occurred, we charge against earnings the credit-related portion of the other-than-temporary impairment, which could have a material adverse effect on results of operations in the period in which the write-off occurs.

Our investment portfolio includes approximately $37.6 million in capital stock of the Federal Home Loan Bank (“FHLB”) of Pittsburgh as of December 31, 2013. This stock ownership is required for National Penn to qualify for membership in the Federal Home Loan Bank system, which enables it to borrow funds under the FHLB advance program. If the Home Loan Bank experiences a capital shortfall, it could suspend its quarterly cash dividend, and possibly require its members, including National Penn, to make additional capital investments in the Home Loan Bank. If the Home Loan Bank was to cease operations, or if National Penn was required to write-off its investment in the Home Loan Bank, National Penn's business, financial condition, liquidity, capital and results of operations may be materially and adversely affected.

If we do not manage our capital position strategically, our return on equity could be lower compared to our competitors as a result of our high level of capital.

If we are unable to use strategically our excess capital, or to successfully continue our capital management programs (such as the stock repurchase program or quarterly dividends to our investors), then our goal of generating a return on average equity that is competitive, by increasing earnings per share and book value per share, without assuming undue risk, could be delayed or may not be attained. Failure to achieve a competitive return on average equity might decrease investments in our common stock and might cause our common stock to trade at lower prices.

National Penn may grow its business by acquiring other financial services companies, and these acquisitions present a number of risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses.

Acquisitions of other financial services companies or assets present risks to National Penn in addition to those presented by the nature of the business acquired. In general, acquisitions may be substantially more expensive to complete than expected (including unanticipated costs incurred in connection with the integration of the acquired company) and the anticipated benefits (including anticipated cost savings and strategic gains) may be significantly more difficult or take longer to achieve than expected. In some cases, acquisitions involve our entry into new businesses or new geographic or other markets, and these situations also present risks in instances where we may be inexperienced in these new areas. As a regulated financial institution, our ability to pursue or complete attractive acquisition opportunities could be negatively impacted by regulatory delays or other regulatory issues. The processes of integrating acquired businesses also pose many additional possible risks which could result in increased costs, liability or other adverse consequences.

National Penn may incur impairments to goodwill.

At December 31, 2013, National Penn had approximately $258 million recorded as goodwill.  National Penn evaluates its goodwill for impairment at least annually during the second quarter of its fiscal year.  Significant negative industry or economic trends, including the lack of recovery in the market price of National Penn's common stock, or reduced estimates of future cash flows or disruptions to National Penn's business could result in impairments to goodwill. National Penn's valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. National Penn operates in competitive environments and projections of future operating results and cash flows may vary significantly from actual results. If National Penn's analysis results in additional impairment to its goodwill, National Penn would be required to record an impairment charge to earnings in its financial statements during the period in which such impairment is determined to exist. Any such change could have a material adverse effect on National Penn's results of operations and stock price.

17

National Penn's ability to realize its deferred tax asset may be reduced, which may adversely impact results of operations.

As of December 31, 2013, National Penn had a deferred tax asset of approximately $81.8 million. Our ability to realize these tax benefits ultimately depends on the existence of sufficient taxable income of the appropriate character (ordinary income or capital gains) within the applicable carryback and carryforward periods provided under the tax law. Estimation of the deferred tax asset's realizability requires National Penn to exercise significant judgment and is inherently uncertain because it requires the prediction of future occurrences. National Penn's deferred tax asset may be reduced in the future if estimates of future income or our tax planning strategies do not support the amount of the deferred tax asset. If it is determined that a valuation allowance of its deferred tax asset is necessary, National Penn may incur a charge to earnings and a reduction to regulatory capital for the amount included therein.

National Penn may be required to pay higher FDIC premiums or special assessments that could adversely affect our earnings.

Bank failures over recent years severely depleted the FDIC's insurance fund.  In response, the FDIC took various measures in 2009 and early 2010. The Dodd-Frank Act, adopted in July 21, 2010, requires the FDIC to increase reserves against future losses, which requires increased assessments that are to be borne primarily by institutions with assets of greater than $10 billion. In addition, the FDIC may issue a special assessment across all FDIC insured institutions. Any future increases in assessments or higher periodic fees could adversely affect National Penn's earnings.

Competition from other financial institutions may adversely affect National Penn's profitability.

National Penn Bank faces substantial competition in originating loans, both commercial and consumer. This competition comes principally from other banks, savings institutions, mortgage banking companies and other lenders. Many of National Penn's competitors enjoy advantages, including greater financial resources and higher lending limits, a wider geographic presence, the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs. Intensified competition from these institutions and/or economic conditions could reduce National Penn's net income by decreasing the number and size of loans that National Penn Bank originates and the interest rates it may charge on these loans.

In attracting business and consumer deposits, National Penn Bank faces substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. Many of National Penn's competitors enjoy advantages, including greater financial resources, more aggressive marketing campaigns, better brand recognition and more branch locations. These competitors may offer higher interest rates than National Penn, which could decrease the deposits that National Penn attracts or require National Penn to increase its rates to retain existing deposits or attract new deposits. Increased deposit competition could adversely affect National Penn's ability to generate the funds necessary for lending operations. As a result, National Penn may need to seek other sources of funds that may be more expensive to obtain and could increase National Penn's cost of funds.

National Penn Bank and National Penn's non-banking subsidiaries also compete with non-bank providers of financial services, such as brokerage firms, consumer finance companies, credit unions, insurance agencies and governmental organizations which may offer more favorable terms. Some of National Penn's non-bank competitors are subject to less extensive regulations than those governing National Penn's banking operations. Additionally, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. As a result, such non-bank competitors may have advantages over National Penn Bank and its non-banking subsidiaries in providing financial products and services. This competition may reduce or limit National Penn's margins on banking and non-banking services, reduce its market share and adversely affect its earnings and financial condition.

Inability to hire or retain key personnel could adversely affect National Penn's business.

National Penn and its subsidiaries face intense competition from various other financial institutions, as well as from non-bank providers of financial services, such as brokerage firms, consumer finance companies, credit unions, insurance agencies and government organizations, for the attraction and retention of key personnel. As a result, National Penn may not be able to attract or retain talented employees, specifically those who generate and maintain National Penn's customer relationships and serve in other key operation positions in the areas of finance, credit administration, loan functions and information technology. The inability to hire or retain key personnel may result in the loss of potential and/or existing substantial customer relationships and may adversely affect National Penn's ability to compete effectively.

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Interruptions to or security breaches of National Penn's information systems could negatively affect National Penn's financial performance and reputation.

In conducting its business, National Penn relies heavily on its information systems. Maintaining and protecting those systems is difficult and expensive, as is dealing with any failure, interruption or breach in security of these systems, whether due to acts or omissions by National Penn or by a third party and whether intentional or not. Any such failure, interruption or breach could result in failures or disruptions in National Penn's customer relationship management, general ledger, deposit, loan and other systems. Fraudulent activity committed against National Penn or its clients, such as check fraud, electronic fraud, wire fraud, “phishing”, social engineering or other deceptive acts, could also jeopardize the security of information stored in and transmitted through National Penn’s computer systems and network infrastructure. The policies, procedures and technical safeguards put in place by National Penn to prevent or limit the effect of any failure, interruption or security breach of its information systems may be insufficient to prevent or remedy the effects of any such occurrences.  

The occurrence of any failures, interruptions or security breaches of National Penn's information systems could damage National Penn's reputation, cause National Penn to incur additional expenses, result in losses to National Penn or its clients, result in a loss of customer business and data, affect National Penn's ability to grow its online services or other businesses, subject National Penn to regulatory sanctions or additional regulatory scrutiny, or expose National Penn to civil litigation and possible financial liability, any of which could have a material adverse effect on National Penn's financial condition and results of operations.

We rely on third-party vendors to provide key components of our business infrastructure.

We rely heavily on third-party service providers for much of our communications, information, operating and financial control systems technology, including customer relationship management, internet banking, website, general ledger, investment, deposit, loan servicing and loan origination systems. While we have selected these third-party vendors carefully, we do not control their actions. Any problems caused by these third parties, including as a result of inadequate or interrupted service, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business. Financial or operational difficulties of a third-party vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to serve us, and replacing these third party vendors could result in significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations as well as reputational risk.

If National Penn's information technology is unable to keep pace with its growth or industry developments, National Penn's financial performance may suffer.

Effective and competitive delivery of National Penn's products and services is increasingly dependent upon information technology resources and processes, both those provided internally as well as those provided through third party vendors, such as firms which license their software solutions to National Penn. National Penn's continued success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services to enhance customer convenience, as well as to create additional efficiencies in its operations. Many of National Penn's competitors have greater resources to invest in technological improvements. As technology in the financial services industry changes and evolves, as is occurring in the payments industry, keeping pace becomes increasingly complex and expensive for National Penn.  There can be no assurance that National Penn will be able to effectively implement new technology-driven products and services, which could reduce its ability to compete effectively. In addition, the ongoing development and increasing use of "social media" presents challenges and opportunities that can lead to product communication and innovation issues as well as reputation risk.

National Penn's internal control systems are inherently limited.

National Penn's systems of internal controls, disclosure controls and corporate governance policies and procedures are inherently limited.  The inherent limitations of National Penn's system of internal controls include the use of judgment in decision-making that can be faulty; breakdowns can occur because of human error or mistakes; and controls can be circumvented by individual acts or by collusion of two or more people. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and may not be detected, which may have an adverse effect on National Penn's business, results of operations or financial condition. Additionally, any plans of remediation for any identified limitations may be ineffective in improving National Penn's internal controls.

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There may be other dilution of National Penn's shareholders, which may adversely affect the market price of National Penn's common stock.

National Penn is not restricted from issuing additional common shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common shares. National Penn is currently authorized to issue up to 250 million common shares, of which approximately 146 million shares were outstanding as of December 31, 2013, and up to one million shares of preferred stock, none of which are outstanding.  In addition, National Penn's Board of Directors has made shares available for compensation purposes, including under its Employee Stock Purchase Plan, as well as for purchase under National Penn's Dividend Reinvestment and Stock Purchase Plan. The Employee Stock Purchase Plan allows employee shareholders to purchase shares of National Penn common shares at a 10% discount from market value.  In addition, shares are issuable upon the vesting of restricted stock units and/or exercise of stock options that have been, or stock options, stock appreciation rights, stock awards and restricted stock that may be, issued under National Penn's equity compensation plans.  Should National Penn experience strong participation in the Employee Stock Purchase Plan or the Dividend Reinvestment and Stock Purchase Plan, the issuance of the required shares of common stock may significantly dilute the ownership of National Penn's shareholders. National Penn's board of directors has authority, without action or vote of the shareholders, to issue all or part of its authorized but unissued shares. Authorized but unissued shares could be issued on terms or in circumstances that could dilute the interests of other shareholders.

National Penn relies on dividends it receives from its subsidiaries, may reduce or eliminate cash dividends on its common stock, and is subject to restrictions on its ability to declare or pay cash dividends and repurchase shares of common stock.

As a bank holding company, National Penn's ability to pay dividends depends primarily on its receipt of dividends from its direct and indirect subsidiaries. Its bank subsidiary, National Penn Bank, is National Penn's primary source of dividends. Dividend payments from National Penn Bank are subject to legal and regulatory limitations, generally based on net profits and retained earnings, imposed by bank regulatory agencies. The ability of National Penn Bank to pay dividends is also subject to profitability, financial condition, regulatory capital requirements, capital expenditures and other cash flow requirements. As of December 31, 2013, National Penn Bank had the ability to pay dividends to National Penn without prior regulatory approval. However, there is no assurance that National Penn Bank, and/or National Penn's other subsidiaries, will be able to pay dividends in the future.

In October 2013, the Board of Directors approved a fourth quarter 2013 cash dividend of $0.10 per share, and in January 2014, the Board of Directors approved a first quarter 2014 cash dividend of $0.10 per share. There can be no assurance that National Penn will pay dividends to its shareholders in the future, or if dividends are paid, that National Penn will increase its dividend to historical levels or otherwise.  National Penn's ability to pay dividends to its shareholders is subject to limitations and guidance issued by the Board of Governors of the Federal Reserve System, or the Federal Reserve.  For example, under Federal Reserve guidance, bank holding companies generally are advised to consult in advance with the Federal Reserve before declaring dividends, and to strongly consider reducing, deferring or eliminating dividends, in certain situations, such as when declaring or paying a dividend that would exceed earnings for the fiscal quarter for which the dividend is being paid, or when declaring or paying a dividend that could result in a material adverse change to the organization's capital structure.  National Penn's failure to pay dividends on its common stock could have a material adverse effect on its business, operations, financial condition, access to funding and the market price of its common stock.

Severe weather and natural disasters may negatively affect National Penn's local economies or disrupt its operations, which could have an adverse effect on our business or results of operations.

National Penn's market area may experience severe weather events or natural disasters, such as hurricanes, blizzards, and other extreme weather conditions. Natural disasters and other severe weather events could negatively impact regional economic conditions; result in a decline in local loan demand and loan originations; cause a decline in the value or destruction of properties securing National Penn's loans and an increase in delinquencies, foreclosures or loan losses; damage its banking facilities and offices; and negatively impact National Penn's growth strategy. National Penn's management cannot calculate the effect of or predict whether or to what extent damage caused by severe weather or natural disasters would affect National Penn's operations. National Penn's business or results of operations may be adversely affected by these and other negative effects of such natural disasters.

20

National Penn may be a defendant from time to time in a variety of litigation and other actions, which could have a material adverse effect on its financial condition, results of operations and cash flows.

National Penn and its subsidiaries have been and may continue to be involved from time to time in a variety of litigation arising out of its business. An increased number of lawsuits, including purported class action lawsuits and other consumer driven litigation, have been filed and will likely continue to be filed against financial institutions, which may involve substantial compensatory and/or punitive damages. National Penn believes the risk of litigation generally increases during downturns in the national and local economies.  National Penn's insurance may not cover all claims that may be asserted against it, and any claims asserted against it, regardless of merit or eventual outcome, may harm National Penn's reputation and may cause it to incur significant expense.  Should the ultimate judgments or settlements in any litigation exceed National Penn's insurance coverage, they could have a material adverse effect on National Penn's financial condition, results of operations and cash flows.  In addition, National Penn may not be able to obtain appropriate types or levels of insurance in the future, nor may National Penn be able to obtain adequate replacement policies with acceptable terms, if at all.

A Warning About Forward-Looking Information

This Report, including information incorporated by reference in this Report, contains forward-looking statements about National Penn and its subsidiaries.  In addition, from time to time, National Penn or its representatives may make written or oral forward-looking statements about National Penn and its subsidiaries.  These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “goal,” “potential,” “pro forma,” “seek,” “target,” “intend” or “anticipate” or the negative thereof or comparable terminology.  Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, rationales, objectives, expectations or consequences of various proposed or announced transactions, and statements about the future performance, operations, products and services of National Penn and its subsidiaries.  National Penn cautions its shareholders and other readers not to place undue reliance on such statements.

National Penn's businesses and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the risk factors set forth above, as well as the following:

• National Penn's branding and marketing initiatives may not be effective in building name recognition and customer awareness of National Penn's products and services.

• National Penn may be unable to differentiate itself from its competitors by a higher level of customer service, as intended by its business strategy and other marketing initiatives.

• Expansion of National Penn's product and service offerings may take longer, and may meet with more effective competitive resistance from others already offering such products and services, than expected.  Additionally, new product development by new and existing competitors may be more effective, and take place more quickly, than expected.

• Growth and profitability of National Penn's non-interest income or fee income may be less than expected, particularly as a result of financial market conditions.

• General economic or business conditions, either nationally or in the regions in which National Penn does business, may continue to deteriorate or be more prolonged than expected, resulting in, among other things, a deterioration in credit quality, a reduced demand for credit, or a decision by National Penn to reevaluate staffing levels or to divest one or more lines of business.

• In the current environment of increased investor activism, including hedge fund investment policies and practices, shareholder concerns or actions may require increased management/board attention, efforts and commitments, which could require a shift in focus from business development and operations.

• Current stresses in the financial markets may inhibit National Penn's ability to access the capital markets or obtain financing on favorable terms.

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• Repurchase obligations with respect to real estate mortgages sold in the secondary market could adversely affect National Penn's earnings.

• Changes in consumer spending and savings habits could adversely affect National Penn's business.

• Negative publicity with respect to any National Penn product or service, employee, director or other associated individual or entity whether legally justified or not, could adversely affect National Penn's reputation and business.

• Significant negative industry or economic trends, including declines in the market price of National Penn's common stock, or reduced estimates of future cash flows or disruptions to National Penn's business could result in impairments to goodwill.

• National Penn may be unable to successfully manage the foregoing and other risks and to achieve its current short-term and long-term business plans and objectives.

All written or oral forward-looking statements attributable to National Penn or any person acting on its behalf made after the date of this Report are expressly qualified in their entirety by the risk factors and cautionary statements contained in this Report. National Penn does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Item 1B.  UNRESOLVED STAFF COMMENTS

None.

Item 2.  PROPERTIES

National Penn Bancshares, Inc. does not own or lease any property.  Currently, National Penn Bank owns 81 properties and leases 87 other properties.   National Penn’s other direct and indirect subsidiaries lease 8 properties.  The properties owned are not subject to any major liens, encumbrances, or collateral assignments.

Effective March 1, 2014, the principal office of National Penn and National Penn Bank is leased by National Penn Bank and located at 645 Hamilton Street, Suite 1100, Allentown, Pennsylvania 18101. The lease has a 20 year term, with two renewal options for a total of 9 years and 11 months, and covers approximately 126,000 square feet. Other key properties are a leased facility in Spring Township, Berks County ("the Reading Area Business Center"), with 48,000 square feet, with a lease term of 20 years and two renewal terms for a total of 9 years and 11 months, and seven properties, either owned or leased, all in the vicinity of Philadelphia and Reading Avenues, Boyertown, Pennsylvania. During 2014, National Penn Bank plans to consolidate nine retail branch offices, five of which, including four supermarket branches, are located within 2 miles of other retail branch offices.

National Penn Bank, including all divisions, currently operates 119 retail branch offices located in the following Pennsylvania counties:  Berks, Bucks, Carbon, Centre, Chester, Delaware, Lancaster, Lehigh, Luzerne, Monroe, Montgomery, Northampton, Philadelphia and Schuylkill, as well as one located in Cecil County, Maryland.  Fifty-seven of these retail branch offices are owned; 63 are leased.   In addition, National Penn Bank presently owns 125 automated teller machines located throughout these fifteen counties, which are primarily located at retail branch office locations.

Item 3.  LEGAL PROCEEDINGS

Various actions and proceedings are currently pending to which National Penn or one or more of its subsidiaries is a party.  These actions and proceedings arise out of routine operations and, in management’s opinion, are not expected to have a material impact on the Company’s financial position or results of operations.     

Item 4.  MINE SAFETY DISCLOSURES

Not applicable.

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Item 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT

The principal executive officers of National Penn, as of March 3, 2014, are as follows:

Name	Age	Principal Business Occupation During the Past Five Years
Scott V. Fainor	52	President and Chief Executive Officer of National Penn Bancshares, Inc. and National Penn Bank since January 27, 2010. Senior Executive Vice President and Chief Operating Officer of National Penn and President and Chief Executive Officer of National Penn Bank from February 1, 2008 through January 27, 2010.
Michael J. Hughes	57	Senior Executive Vice President and Chief Financial Officer effective January 1, 2013. Group Executive Vice President and Chief Financial Officer from August 2009 to December 2012. Chief Executive Officer of BSCV, Inc. and Chief Restructuring Officer at Boscov’s Department Store, LLC from May 2008 through August 30, 2009.
Sandra L. Bodnyk	62	Senior Executive Vice President and Chief Risk Officer effective January 1, 2013. Group Executive Vice President & Chief Risk Officer from March 2009 to December 2012. Group Executive Vice President, Consumer/Small Business Banking from February 1, 2008 through March 26, 2009.
David B. Kennedy	52	Senior Executive Vice President and Chief Banking Officer effective January 1, 2013. Group Executive Vice President and head of General Banking from January 2010 to December 2012. President of Northern Region from February 1, 2008 to March 1, 2010.
H. Anderson Ellsworth	66	Group Executive Vice President, Corporate Secretary and Chief Legal Officer since January 18, 2011. Executive Vice President and Securities Law Compliance Director of National Penn from January 2007 to January 2011.
Tito L. Lima	49	Executive Vice President, Corporate Controller since October 30, 2013. Senior Vice President-Finance and Chief Accounting Officer, TriState Capital Bank, from February 2009 to August 2013. Chief Accounting Officer, FNB Corp. and Chief Financial Officer, First National Bank of Pennsylvania, from March 2008 to February 2009.
Stephen C. Lyons	40	Senior Vice President and Chief Accounting Officer since October 11, 2013. Senior Vice President and Manager-Accounting Policy from January 2013 to October 2013. Vice President since January 2011. Senior Financial Reporting Accountant, CITCO Fund Services from October 2009 to January 2011. Assurance Senior, Ernst & Young LLP, from January 2006 to October 2009.

The Chief Executive Officer of National Penn is elected by National Penn’s Board of Directors and serves until he resigns, retires, becomes disqualified, or is removed by the Board. Other National Penn executive officers are approved by a duly authorized committee of the Board and serve until they resign, retire, or are removed by a duly authorized committee of the Board or the Chief Executive Officer.

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PART II

Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

National Penn’s common stock currently trades on the NASDAQ Global Select Market tier of The NASDAQ Stock Market under the symbol: “NPBC”.  As of December 31, 2013, National Penn had 7,271 shareholders of record.

The following table reflects the high and low closing sale prices reported for National Penn’s common stock, and the cash dividends declared on National Penn’s common stock.

Market Value of Common Stock

	2013				2012
	High		Low		High		Low
1st Quarter	$	10.80	$	9.46	$	9.29	$	8.30
2nd Quarter	10.52		9.39		9.55		8.29
3rd Quarter	11.25		9.97		9.79		8.67
4th Quarter	11.54		9.71		9.49		8.57

Cash Dividends Declared on Common Stock

	2013		2012
1st Quarter(a)	$	—	$	0.05
2nd Quarter	0.10		0.07
3rd Quarter	0.10		0.09
4th Quarter (a)	0.10		0.20
(a) In lieu of a first quarter 2013 cash dividend, the Company paid an additional dividend of $0.10 per share in the fourth quarter of 2012.

National Penn’s ability to pay cash dividends to its shareholders is substantially dependent upon the ability of its subsidiaries to pay cash dividends to National Penn.  Information on regulatory restrictions upon National Penn Bank’s ability to pay cash dividends is set forth in “Dividend Restrictions” included in Item 1 of this Report, which information is incorporated by reference in this Item 5.

Dividend Reinvestment and Stock Purchase Plan

The Company’s Dividend Reinvestment and Stock Purchase Plan (“DRP”) permits participants to make monthly voluntary cash contributions in amounts not to exceed $10,000 each for investment under the DRP on or about the 17th day of the following month, at a purchase price equal to the fair market value of the Company’s common stock on the investment date.

Private Placement

On October 20, 2010, the Company raised $63.3 million in capital as part of a $150 million common equity investment from Warburg Pincus, LLC, a private equity firm. 10,462,810 common shares were issued at a purchase price of $6.05 per share (based upon average market prices). The remainder of the investment was completed on January 7, 2011, whereby, Warburg Pincus invested $86.7 million in NPBC common stock, with the purchase of 14,330,579 newly issued common shares. This transaction completed Warburg Pincus’ investment in the Company, and as a result Warburg Pincus owned 16.4% of the Company’s common stock. During the third quarter of 2011, Warburg Pincus purchased 1,088,783 shares on the open market, increasing their ownership to 17.1% of the Company’s common stock. As a result of the Company's common stock repurchases in 2012, the ownership interest of Warburg Pincus increased to 17.8% of the Company's outstanding common stock as of December 31, 2012.

On January 28, 2014, the Company announced its repurchase of 7 million shares, of the 25.9 million outstanding shares, which Warburg Pincus held in NPBC common stock. Warburg Pincus maintains a 13.6% position in the Company. Refer to Footnote 21 to the consolidated financial statements included in Item 8 of this Report for additional information related to this transaction.

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Stock Repurchases

There were no stock repurchases done in 2013. In the fourth quarter of 2013, the Board of Directors authorized the repurchase of up to five percent (5%) of the outstanding shares of National Penn's common stock during 2014. The authorization of this repurchase plan superseded all pre-existing share repurchase plans.

In the first quarter of 2014, the Company announced the repurchase of 7 million shares owned by Warburg Pincus. Refer to Footnote 21 to the consolidated financial statements included in Item 8 of this Report for additional information related to this transaction.

In 2012, the Board of Directors authorized the repurchase of up to 7.5 million shares of National Penn's common stock throughout 2012, which represented approximately five percent (5%) of the outstanding shares. The Company repurchased all 7.5 million shares authorized for repurchase during 2012.

National Penn’s ability to repurchase shares of its common stock is subject to regulatory restrictions. Information on these restrictions is set forth in “Dividend Restrictions” in Item 1 and should be reviewed in conjunction with Footnote 15 to the consolidated financial statements included in Item 8 of this Report, which information is incorporated by reference in this Item 5.

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PERFORMANCE GRAPH

The following graph compares the performance of National Penn's common shares to the Nasdaq Stock Market Total Return Index, the Nasdaq Bank Stock Index and the SNL Bank and Thrift Index during the last five years.  The graph shows the value of $100 invested in National Penn common stock and the indices on December 31, 2008, and the change in the value of National Penn's common shares compared to the indices as of the end of each year.  The graph assumes the reinvestment of all dividends. Historical stock price performance is not necessarily indicative of future stock price performance.

NATIONAL PENN BANCSHARES, INC.

	Period Ending
Index	12/31/2008	12/31/2009	12/31/2010	12/31/2011	12/31/2012	12/31/2013
National Penn Bancshares, Inc.	100.00	41.42	57.80	61.44	71.00	88.89
NASDAQ Composite	100.00	145.36	171.74	170.38	200.63	281.22
NASDAQ Bank	100.00	83.70	95.55	85.52	101.50	143.84
SNL Bank and Thrift	100.00	98.66	110.14	85.64	115.00	157.46
Source: SNL Financial LC, Charlottesville, VA
© 2014

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Item 6.  SELECTED FINANCIAL DATA

The following information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and National Penn's consolidated financial statements included in Item 7 and 8 of this Report.  The selected financial data set forth below has been derived from the Company’s audited consolidated financial statements. 

Five Year Statistical Summary

(dollars in thousands, except share and per share data)	As of and for the
	Year Ended December 31,
BALANCE SHEET	2013			2012			2011			2010			2009
Total assets	$	8,591,848		$	8,529,522		$	8,486,281		$	8,844,620		$	9,483,910
Total investment securities and other securities	2,396,298			2,334,739			2,314,111			2,259,690			2,180,541
Total loans, net	5,241,852			5,129,927			5,061,461			5,176,669			5,878,229
Deposits	6,072,578			5,935,565			5,874,819			6,059,173			6,738,852
Borrowings	1,282,289			1,344,324			1,370,399			1,590,996			1,633,434
Total shareholders’ equity	1,131,866			1,161,292			1,180,687			1,137,437			1,069,468
Tangible common equity (c)	866,733			892,399			906,638			708,500			608,982
Percent shareholders’ equity to total assets	13.17		%	13.61		%	13.91		%	12.86		%	11.28		%
Percent tangible common equity to tangible assets (c)	10.41		%	10.80		%	11.04		%	8.27		%	6.64		%
Assets under management	$	2,504,717		$	2,256,319		$	2,141,737		$	2,092,149		$	1,789,987
EARNINGS (b)
Total interest income	$	288,279		$	316,828		$	346,834		$	387,249		$	421,143
Total interest expense	36,217			62,822			86,931			116,017			168,634
Net interest income	252,062			254,006			259,903			271,232			252,509
Provision for loan losses	5,250			8,000			15,000			95,000			154,025
Net interest income after provision for loan losses	246,812			246,006			244,903			176,232			98,484
Net gains (losses) from fair value changes on subordinated debentures	2,111			683			(2,530		)	(10,373		)	(4,427		)
Net gains (losses) on sales of investment securities	54			(119		)	2,719			214			(2,857		)
Net impairment losses on investment securities	—			(154		)	—			(1,390		)	(101,791		)
Loss on sale of building	—			—			1,000			—			—
Gain on pension curtailment	—			—			—			4,066			—
Other non-interest income	95,902			95,558			94,654			105,705			107,555
Goodwill impairment	—			—			—			8,250			275,000
Loss on debt extinguishment	64,888			—			2,633			—			—
Corporate reorganization expense	6,000			—			2,200			—			—
Other non-interest expense	211,023			210,310			221,197			233,426			233,616
Income (loss) before income taxes	62,968			131,664			112,716			32,778			(411,652		)
Income tax expense (benefit)	9,581			32,754			25,172			11,441			(63,613		)
Net income (loss)	53,387			98,910			87,544			21,337			(348,039		)
Preferred dividends and accretion of preferred discount	—			—			(1,691		)	(8,021		)	(8,340		)
Accelerated accretion from redemption of preferred stock	—			—			(1,452		)	—			—
Net income (loss) available to common shareholders	$	53,387		$	98,910		$	84,401		$	13,316		$	(356,379	)
Cash dividends - common stock (a)	$	43,696		$	61,401		$	13,651		$	5,136		$	23,343
Cash dividends - preferred stock	—			—			1,583			7,500			6,937
Dividend payout ratio - common (a)	81.85		%	62.08		%	16.17		%	38.57		%	NM
Return on average assets	0.64		%	1.17		%	1.02		%	0.23		%	NM
Return on average total shareholders' equity	4.72		%	8.25		%	7.58		%	1.95		%	NM
Return on average common shareholder's equity	4.72		%	8.25		%	7.50		%	1.41		%	NM
Return on average tangible common equity (c)	6.18		%	10.66		%	9.95		%	2.07		%	NM
PER SHARE DATA
Basic earnings (loss) available to common shareholders	$	0.37		$	0.66		$	0.56		$	0.10		$	(3.61	)
Diluted earnings (loss) available to common shareholders	0.37			0.66			0.56			0.10			(3.61		)
Dividends paid in cash (a)	0.30			0.41			0.09			0.04			0.28
Book value	7.76			8.00			7.77			7.23			7.33
Tangible book value (c)	5.94			6.15			5.97			5.18			4.84
Weighted average shares basic	145,602,670			150,566,098			151,386,614			128,118,298			98,818,526
Weighted average shares diluted	146,044,058			150,859,995			151,653,646			128,186,651			98,818,526
Staff – Full-time equivalents	1,631			1,648			1,688			1,728			1,756
(a) In lieu of a 1st quarter 2013 cash dividend, the Company paid an additional dividend of $0.10 per share in the 4th quarter of 2012.
(b) Results of operations are included for Christiana Bank and Trust beginning January 4, 2008 through December 3, 2010.
(c) Non-GAAP measures are discussed in Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.

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Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to assist in understanding and evaluating the major changes in the earnings performance of the Company for the year ended December 31, 2013 and financial condition of the Company as of December 31, 2013, with a primary focus on an analysis of operating results.  

Current performance does not guarantee and may not be indicative of similar performance in the future.  The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements as of and for the year ended December 31, 2013, included in this Report in Item 8.

This Report contains supplemental financial information determined by methods other than in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”). National Penn’s management uses these non-GAAP measures in its analysis of National Penn’s performance. These measures should not be considered a substitute for GAAP basis measures nor should they be viewed as a substitute for operating results determined in accordance with GAAP. Management believes the presentation of the following non-GAAP financial measures, which exclude the impact of the specified items, provides useful supplemental information that is essential to a proper understanding of the financial results of National Penn.

• Tangible common equity excludes goodwill and intangible assets and preferred equity. Banking and financial institution regulators also exclude goodwill and intangible assets from shareholders’ equity when assessing the capital adequacy of a financial institution. Tangible common equity provides a method to assess the Company’s tangible capital trends.

• Tangible book value expresses tangible common equity on a per-share basis. Tangible book value provides a method to assess the level of tangible net assets on a per-share basis.

• Adjusted net income and adjusted return on assets excludes the effects of certain gains and losses, adjusted for applicable taxes. Adjusted net income and adjusted return on assets provides a method to assess earnings performance by excluding items that management believes are not comparable among the periods presented.

• Efficiency ratio expresses operating expenses as a percentage of fully-taxable equivalent net interest income plus non-interest income. Operating expenses exclude items from non-interest expense that management believes are not comparable among the periods presented. Non-interest income is adjusted to also exclude items that management believes are not comparable among the periods presented. Efficiency ratio is used as a method for management to assess its operating expense level and to compare to financial institutions of varying sizes.

Management believes the use of non-GAAP measures will help readers compare National Penn’s current results to those of prior periods as presented in the accompanying discussion.

The Company’s strategic plan is designed to enhance shareholder value by operating a highly profitable financial services company within the markets it serves. Specifically, management is focused on increasing market penetration in selected geographic areas and achieving excellence in both retail and commercial lines of business.  The Company also grows revenue through appropriate and targeted acquisitions, through expanding into new geographical markets, or through further penetrating existing markets or business lines.  

The current economic climate and interest rate environment present challenges for financial institutions in achieving their business goals. The Company’s financial performance is substantially affected by external factors beyond its control. Issues such as the uncertainty of the domestic economic climate, counterparty creditworthiness, the functioning and availability of liquidity in capital markets and consumer demand for products and services are all impacted by legislative and regulatory initiatives of the federal government.

In addition to historical information, this Form 10-K contains forward-looking statements. Forward-looking statements in this document are subject to risks and uncertainty.  Forward-looking statements include information concerning possible or assumed future results of operations by the Company.  When we use words such as “believe”, “expect”, “anticipate”, or similar expressions, we are making forward-looking statements.  Additional information concerning forward-looking statements is contained in this Report at Item 1A Risk Factors, which is incorporated by reference into this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and predominant practices within the banking industry.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes.  Actual results could differ from those estimates. The discussion below outlines the Company’s critical accounting policies. For additional accounting policies and details refer to Footnote 1 to the consolidated financial statements included in Item 8 of this Report.

Allowance for Loan Losses

The methodology for determining the allowance for loan losses (“the allowance”) is considered by management to be a critical accounting policy due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the allowance.  The allowance is established through a provision for loan losses (“provision”) charged as an expense in the consolidated statement of income. The Company continually reassesses the allowance and charges off uncollectible loans against the allowance when circumstances do not warrant continuance of the loan, or a portion there of, as a realizable asset. Recoveries of assets previously written off, if any, are credited to the allowance when they are received. The allowance is calculated with the objective of maintaining a reserve level believed by management to be sufficient to absorb probable loan losses. Management’s determination of the adequacy of the allowance is based on its evaluation of the loan portfolio and other relevant factors.  This evaluation is inherently subjective as it requires material estimates, including, among others, expected defaults, estimated loss in event of default, and the amount and timing of expected future cash flows or collateral liquidation values on impaired loans.  The process also considers historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the loan portfolio.  All of these factors may be susceptible to significant change.  

Goodwill and Other Intangible Assets

Goodwill is recognized for the excess of the purchase price over the estimated fair value of acquired net assets in a business combination. Goodwill is not amortized but is reviewed for potential impairment on at least an annual basis, which the Company performs during the second quarter of each year. The Company has the option of performing a qualitative assessment to determine whether it is more likely than not that the fair value of one of the Company’s identified reporting units is less than its carrying value. If the results of the qualitative assessment indicate the potential for impairment, the Company would perform the two-step goodwill impairment analysis.

In performing the two-step goodwill impairment analysis, if necessary, the estimated fair value of each reporting unit is compared to its carrying value, inclusive of the goodwill assigned to it. If the carrying value of a reporting unit exceeds the estimated fair value, an indicator of goodwill impairment exists and a second step is performed to determine if any goodwill impairment exists. In the second step, the Company calculates the implied value of goodwill by emulating a business combination for each reporting unit. This step subtracts the estimated fair value of net assets in the reporting unit from the step one estimated fair value to determine the implied value of goodwill. If the implied value of goodwill exceeds the carrying value of goodwill allocated to the reporting unit, goodwill is not impaired, but if the implied value of goodwill is less than the carrying value of the goodwill allocated to the reporting unit, an impairment charge is recognized for the difference in the consolidated statement of income with a corresponding reduction to goodwill on the consolidated balance sheet. The Company’s business segments are its reporting units which are community banking and other for purposes of the goodwill impairment analysis.

In performing its analysis of goodwill impairment, the Company makes significant judgments, particularly with respect to estimating the fair value of each reporting unit and if the second step is required, estimating the fair value of net assets. The Company evaluates each reporting unit and estimates a fair value as though it were an acquirer. The estimates utilize historical data, cash flows, and market and industry data specific to each reporting unit. Industry and market data are used to develop material assumptions such as transaction multiples, required rates of return, control premiums, transaction costs and synergies of a transaction, and capitalization.

On an interim basis, the Company evaluates whether circumstances are present that could indicate potential impairment of its goodwill. These circumstances include, but are not limited to, prolonged trading value of the Company’s common stock relative to its book value, adverse changes in the business or legal climate, actions by regulators or loss of key personnel. When the Company determines that these or other circumstances are present, the Company tests the carrying value of goodwill for impairment at an interim date.

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Other intangible assets are specifically identified intangible assets created from a business combination. Core deposit intangibles represent the value of checking, savings and other acquired, low-cost deposits. Core deposit intangibles are amortized over the lesser of the estimated lives of deposit accounts or ten years on an accelerated basis. Decreases in deposit lives may result in increased amortization and/or an impairment charge. Other intangible assets also include customer lists and covenants not to compete. These assets are amortized over the lesser of their contractual life or estimated economic life on a straight-line basis.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recorded on the consolidated balance sheet for future tax events that arise from the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates. Changes in tax rates are recognized in the Company’s financial statements during the period they are enacted. When a deferred tax asset or liability, or a change thereto, is recorded on the consolidated balance sheet, deferred tax expense or benefit is recorded within the income tax expense line of the consolidated statement of income for purposes of determining the current period’s net income.

Deferred tax assets are recorded on the consolidated balance sheet at net realizable value. The Company periodically performs an assessment to evaluate the amount of deferred tax asset it is more likely than not to realize. Realization of deferred tax assets is dependent upon the amount of taxable income expected in future periods, as tax benefits require taxable income to be realized. If a valuation allowance is required, the deferred tax asset on the consolidated balance sheet is reduced via a corresponding income tax expense in the consolidated statement of income.

The Company recognizes the benefit of a tax position in the financial statements only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. For these analyses, the Company may engage attorneys to provide opinions related to certain positions. Any interest and penalties, when applicable, related to uncertain tax positions is recognized in income tax expense in the consolidated statement of income.

Other-Than-Temporary Impairment

When the fair value of an investment security is less than the carrying value, the security is considered to be impaired, and as such the Company reviews the security for the presence of other-than-temporary impairment (OTTI). This analysis is performed at least quarterly, and includes the consideration of numerous factors including, but not limited to, the time period for which the fair value has been less than the carrying value, curtailment or suspension of dividends or cash flows, deterioration of financial performance or the creditworthiness of the issuer, performance of any underlying collateral, and negative trends in a particular industry or sector. The conclusion as to whether OTTI exists for an investment security is ultimately based upon the Company’s evaluation of the investment’s recoverability above its carrying value and its timing. In addition, the Company considers whether it plans to sell an investment security and whether it may be required to sell the security prior to recovery of its carrying value.

When the Company concludes an investment security is other-than-temporarily impaired, a loss for the difference between the investment security’s carrying value and the fair value is recognized as a reduction to non-interest income in the consolidated statement of income. For an investment in a debt security, if the Company does not intend to sell the investment security and concludes that it is not more likely than not it will be required to sell the security before recovering the carrying value, which may be maturity, the OTTI charge is separated into the "credit" and "other" components. The "other" component of the OTTI is included in other comprehensive income, net of the tax effect, and the "credit" component of the OTTI is included in the consolidated statement of income as a reduction to non-interest income.

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2013 OVERVIEW

(dollars in thousands, except per share data)	Year Ended December 31,
	2013			2012
EARNINGS
Total interest income	$	288,279		$	316,828
Total interest expense	36,217			62,822
Net interest income	252,062			254,006
Provision for loan losses	5,250			8,000
Net interest income after provision for loan losses	246,812			246,006
Net gains from fair value changes of subordinated debentures	2,111			683
Net gains (losses) on investment securities	54			(273		)
Other non-interest income	95,902			95,558
Loss on debt extinguishment	64,888			—
Corporate reorganization expense	6,000			—
Other non-interest expense	211,023			210,310
Income before income taxes	62,968			131,664
Income tax expense	9,581			32,754
Net income	$	53,387		$	98,910
Basic earnings per share	$	0.37		$	0.66
Diluted earnings per share	0.37			0.66
Dividends per share (a)	0.30			0.41
Net interest margin	3.51		%	3.50		%
Efficiency ratio (d)	57.80		%	57.12		%
Return on average assets	0.64		%	1.17		%
Adjusted return on average assets (d)	1.18		%	1.17		%
Asset Quality Metrics
Allowance / total loans	1.81		%	2.12		%
Non-performing loans / total loans	0.99		%	1.03		%
Delinquent loans / total loans	0.55		%	0.46		%
Allowance / non-performing loans	183		%	206		%
Net charge-offs / average loans	0.38		%	0.46		%
(a) In lieu of a 1st quarter 2013 cash dividend, the Company paid an additional dividend of $0.10 per share in the 4th quarter of 2012.
(d) Refer to the Statement Regarding Non-GAAP Financial Measures at the beginning of Item 7.

• Net income totaled $53.4 million for the year ended December 31, 2013, or $0.37 per diluted share, compared to net income of $98.9 million, or $0.66 per diluted share, in the comparable prior year period. The decrease in net income resulted from a first quarter $64.9 million ($42.2 million after-tax) charge from the extinguishment of $400 million of previously restructured FHLB advances. Additionally, during the first quarter of 2013, the Company redeemed $65.2 million of 7.85%, fixed-rate subordinated debentures. This transaction produced a $2.1 million ($1.4 million after-tax) gain because these instruments were previously accounted for at fair value and the Company had a call at par. These strategic initiatives were undertaken for asset/liability, interest rate risk, and capital management purposes. Finally, during the fourth quarter of 2013, the Company recognized a $6.0 million ($3.9 million after-tax) corporate reorganization charge. This charge is a result of strategic actions involving the rationalization of the current expense base, including the consolidation of both branches and administrative facilities. Adjusting for these non-recurring items, adjusted net income for 2013 was $98.1 million, or $0.67 per diluted share, compared to $98.5 million, or $0.66 per diluted share, for 2012.

• Net interest income totaled $252 million for the twelve months ended December 31, 2013 compared to $254 million for the twelve months ended December 31, 2012. The previously discussed management initiatives have allowed the Company to maintain a consistent net interest margin of 3.51% for the twelve months ended December 31, 2013, compared to 3.50% for the twelve months ended December 31, 2012, as average earning assets have declined $119 million to $7.7 billion compared to $7.8 billion for the twelve months ended December 31, 2012.

31

• Asset quality continues to improve. Classified loans declined by 26.7% since December 31, 2012. For the year ended December 31, 2013, net charge-offs declined by $3.8 million compared to the prior year period. Non-performing loans declined to 0.99% of total loans at December 31, 2013, compared to 1.03% at December 31, 2012. The sustained improvement in asset quality resulted in a $2.8 million decrease to the provision for loan losses which totaled $5.3 million for the twelve months ended December 31, 2013, compared to $8.0 million for the twelve months ended December 31, 2012.

• Other non-interest income increased slightly over the prior year period and totaled $95.9 million for the twelve months ended December 31, 2013, compared to $95.6 million for the twelve months ended December 31, 2012. Items having a significant impact on other non-interest income included income from wealth management, which increased $2.7 million, and mortgage banking, which declined $1.1 million, when compared to the results for the twelve months ended December 31, 2012.

• Non-interest expense, excluding the first quarter loss on debt extinguishment of $64.9 million and the fourth quarter restructuring charge of $6.0 million, continued to be stable at $211 million for the twelve months ended December 31, 2013, which was a $0.7 million, or 0.34%, increase compared to the twelve months ended December 31, 2012. The efficiency ratio^(d) remained stable at 57.80% for the twelve months ended December 31, 2013, compared to 57.12% for 2012, as the Company continues to effectively manage expense levels.

Adjusted net income and return on average assets^(d) are non-GAAP measures and exclude certain items which management believes affect the comparability of results between periods. The following table reconciles the non-GAAP measure of adjusted net income to the GAAP measure of net income available to common shareholders and diluted earnings per share and calculates the adjusted return on average assets^(d).

(dollars in thousands, except per share data)	Year Ended December 31,
	2013				2012
Adjusted net income reconciliation
Net income	$	53,387			$	98,910
After tax unrealized fair value gain on subordinated debentures	(1,372		)		(444		)
After tax loss on debt extinguishment	42,177				—
After tax corporate reorganization expense	3,900				—
Adjusted net income	$	98,092			$	98,466
Earnings per share
Net income	$	0.37			$	0.66
After tax unrealized fair value gain on subordinated debentures	(0.01		)		—
After tax loss on debt extinguishment	0.29				—
After tax corporate reorganization expense	0.03				—
Adjusted net income	$	0.67		(e)	$	0.66
Average assets	$8,330,441				$8,424,322
Adjusted return on average assets	1.18		%		1.17		%
(d) Refer to the Statement Regarding Non-GAAP Financial Measures at the beginning of Item 7.
(e) Difference in summation of adjusted net income due to rounding.

Adjusted net income was stable at $98.1 million, or $0.67 per diluted share, for 2013 compared to $98.5 million, or $0.66 per diluted share, for 2012. The stability in adjusted net income is the result of the stability of the net interest margin, enhanced by improving asset quality and control of operating expense levels.

Adjustments to 2013 net income included the following:

• Non-interest expense included a loss on debt extinguishment of $64.9 million, or $42.2 million after tax ($0.29 per diluted share) and a $6.0 million, or $3.9 million after tax ($0.03 per diluted share), charge for corporate reorganization expense.

• Non-interest income excluded a $2.1 million, or $1.4 million after tax ($0.01 per diluted share), gain on the Company’s subordinated debentures accounted for at fair value.

32

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary Balance Sheet

(dollars in thousands, except per share data)	As of December 31,
	2013			2012
Total cash and cash equivalents	$	283,523		$	428,128
Investment securities and other securities	2,396,298			2,334,739
Total loans	5,338,219			5,240,882
Total assets	8,591,848			8,529,522
Deposits	6,072,578			5,935,565
Borrowings	1,282,289			1,344,324
Shareholders' equity	1,131,866			1,161,292
Tangible book value per common share (d)	$	5.94		$	6.15
Tangible common equity / tangible assets (d)	10.41		%	10.80		%
(d) Refer to the Statement Regarding Non-GAAP Financial Measures at the beginning of Item 7.

Loans and Allowance for Loan Losses

Economic conditions impact the Company’s customers. Although the economy and credit environment continue to be uncertain, the Company’s loan portfolio has demonstrated continued asset quality improvement. Proactive management of lower quality credits has helped to mitigate the continuing impact of housing market conditions and decreased real estate and commercial property values. The Company remains focused on attracting and retaining high-quality commercial and retail customers to support quality loan growth.

Federal Reserve economic data regarding the Third District, in which the Company operates, suggests the following trends:

• Modest growth in general retail sales, commercial real estate leasing, and auto sales.

• Loan volumes continued to grow at a modest pace across most categories.

• Business contacts in most sectors continued to express confidence in the underlying economy as firms continued to expand cautiously in regards to hiring and capital expenditures.

33

The Company’s loans are diversified by borrower, industry group, and geographical area in the Company’s markets. The following table summarizes the composition of the Company’s loan portfolio at December 31, 2013 and 2012:

(dollars in thousands)	December 31,
	2013		2012		Increase/(Decrease)
Commercial and industrial	$	2,460,664	$	2,495,855	$	(35,191	)	(1.4	)%
CRE - permanent	994,838		907,760		87,078			9.6	%
CRE - construction	198,334		125,878		72,456			57.6	%
Commercial real estate	1,193,172		1,033,638		159,534			15.4	%
Commercial	3,653,836		3,529,493		124,343			3.5	%
Residential mortgages	652,225		671,772		(19,547		)	(2.9	)%
Home equity	762,608		754,386		8,222			1.1	%
All other consumer	264,599		270,901		(6,302		)	(2.3	)%
Consumer	1,679,432		1,697,059		(17,627		)	(1.0	)%
Loans	$	5,333,268	$	5,226,552	$	106,716		2.0	%
Allowance for loan losses	96,367		110,955		(14,588		)	(13.1	)%
Loans, net	$	5,236,901	$	5,115,597	$	121,304		2.4	%
Loans held-for-sale	$	4,951	$	14,330	$	(9,379	)	(65.5	)%

The following table summarizes the composition of the Company’s loan portfolio at each of the past five fiscal year-ends:

(dollars in thousands)	December 31,
	2013		2012		2011		2010		2009
Commercial and industrial	$	2,460,664	$	2,495,855	$	2,420,027	$	2,434,960	$	2,803,144
CRE - permanent	994,838		907,760		855,524		768,988		831,127
CRE - construction	198,334		125,878		156,064		281,056		406,331
Residential mortgages	652,225		671,772		710,322		752,629		827,968
Home equity	762,608		754,386		747,558		745,124		785,445
All other consumer	264,599		270,901		286,390		331,181		352,457
Loans	5,333,268		5,226,552		5,175,885		5,313,938		6,006,472
Loans held-for-sale	4,951		14,330		12,216		12,785		18,028
Total loans	$	5,338,219	$	5,240,882	$	5,188,101	$	5,326,723	$	6,024,500

Loans increased by $107 million, or 2.0%, to $5.3 billion at December 31, 2013. Emphasis on loans to commercial customers resulted in commercial loan growth of $124 million, or 3.5%, from December 31, 2012. The growth in the commercial portfolio was offset by payments and prepayments of consumer loans and sales of residential mortgage loans in the secondary market of $17.6 million during the same period. Additionally, loan growth was inclusive of a $69.7 million, or 26.7%, decrease to classified loans since December 31, 2012. Net charge-offs during 2013 totaled $19.8 million compared to $23.7 million for 2012, and the provision was $5.3 million during the twelve months endedDecember 31, 2013, resulting in a decrease to the allowance for loan losses, which totaled $96.4 million at December 31, 2013.

34

Maturities and sensitivity to changes in interest rates in the Company’s commercial loan portfolio at December 31, 2013 are summarized below:

(dollars in thousands)	One Year		After One Year to		After Five
	or Less*		Five Years		Years		Total
Commercial and industrial	$	488,472	$	1,135,077	$	837,115	$	2,460,664
CRE - permanent	88,865		374,797		531,176		994,838
CRE - construction	73,248		60,092		64,994		198,334
Total	650,585		1,569,966		1,433,285		3,653,836
Predetermined interest rate	253,977		1,045,833		698,492		1,998,302
Floating interest rate	396,608		524,133		734,793		1,655,534
Total	$	650,585	$	1,569,966	$	1,433,285	$	3,653,836
*Demand loans, past-due loans and overdrafts are reported in "One Year or Less."

Determinations of maturities included in the loan maturity table are based upon contractual terms. Loans are renewed after an evaluation of the customer’s creditworthiness in accordance with the Company’s credit policy. This policy also provides parameters for use of customer credit lines.

The following table demonstrates select asset quality metrics for the past five years:

(dollars in thousands)	December 31,
	2013			2012			2011			2010			2009
Non-performing loans	$	52,591		$	53,908		$	66,976		$	82,111		$	123,092
Non-performing loans to total loans	0.99		%	1.03		%	1.29		%	1.54		%	2.04		%
Delinquent loans	$	29,435		$	24,048		$	24,801		$	27,806		$	25,464
Delinquent loans to total loans	0.55		%	0.46		%	0.48		%	0.52		%	0.42		%
Classified loans (f)	$	191,589		$	261,293		$	370,439		$	479,336		$	501,485
Classified loans to total loans	3.59		%	4.99		%	7.14		%	9.00		%	8.32		%
Tier 1 capital and allowance	$	1,038,293		$	1,093,103		$	1,104,942		$	1,074,197		$	955,489
Classified loans to Tier 1 capital and allowance	18.45		%	23.90		%	33.53		%	44.62		%	52.48		%
Total loans	$	5,338,219		$	5,240,882		$	5,188,101		$	5,326,723		$	6,024,500
(f) Includes non-performing loans

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The following table summarizes the Company’s non-performing assets for the past five years:

(dollars in thousands)	December 31,
	2013			2012			2011			2010			2009
Non-accrual commercial and industrial	$	14,935		$	24,653		$	31,081		$	34,869		$	40,248
Non-accrual CRE-permanent	4,258			2,984			7,403			17,821			15,570
Non-accrual CRE-construction	12,128			5,446			12,218			19,392			47,057
Total non-accrual commercial real estate	16,386			8,430			19,621			37,213			62,627
Non-accrual residential mortgages	7,037			7,066			4,504			5,802			12,800
Non-accrual home equity	4,787			3,692			3,046			2,133			1,920
All other non-accrual consumer	1,731			1,705			3,176			2,094			4,921
Total non-accrual consumer	13,555			12,463			10,726			10,029			19,641
Total non-accrual loans	44,876			45,546			61,428			82,111			122,516
Restructured loans (g)	7,715			8,362			5,548			—			576
Total non-performing loans	52,591			53,908			66,976			82,111			123,092
Other real estate owned and repossessed assets	1,278			3,029			7,716			7,453			4,208
Total non-performing assets	53,869			56,937			74,692			89,564			127,300
Loans 90+ days past due & still accruing	3,466			2,027			2,010			1,753			2,694
Total non-performing assets and loans 90+ days past due	$	57,335		$	58,964		$	76,702		$	91,317		$	129,994
Total loans	$	5,338,219		$	5,240,882		$	5,188,101		$	5,326,723		$	6,024,500
Average total loans	$	5,238,606		$	5,193,376		$	5,202,255		$	5,761,647		$	6,286,830
Allowance for loan losses	$	96,367		$	110,955		$	126,640		$	150,054		$	146,271
Allowance for loan losses to:
Non-performing assets and loans 90+ days past due	168		%	188		%	165		%	164		%	113		%
Non-performing loans	183		%	206		%	189		%	183		%	119		%
Total loans	1.81		%	2.12		%	2.44		%	2.82		%	2.43		%
(g) Restructured loans at December 31, 2013, included $0.9 million of commercial loans and $6.8 million of consumer loans which were modified for customers who were experiencing financial difficulty and were in jeopardy of losing their homes or businesses to foreclosure.

The following table provides additional information for the Company’s non-accrual loans for the past three fiscal years ended:

(dollars in thousands)	December 31,
	2013			2012			2011
Total non-accrual loans	$	44,876		$	45,546		$	61,428
Non-accrual loans with partial charge-offs	13,671			18,221			28,919
Life-to-date partial charge-offs on non-accrual loans	20,049			20,965			30,284
Charge-off rate of non-accrual loans	59.5		%	53.5		%	51.2		%
Specific reserves on non-accrual loans	5,761			1,264			8,162

36

At December 31, 2013, the Company’s non-accrual loans totaled $44.9 million and included $13.7 million of non-accrual loans which have been partially charged-off by 59.5% or $20.0 million. Non-performing loans totaled 0.99% of total loans at December 31, 2013, compared to 1.03% at December 31, 2012. Additionally, non-performing loans are included in impaired loans and are evaluated individually when determining the allowance. Impaired loans had a specific reserve in the allowance of $8.3 million related to $31.0 million of underlying principal balances compared to $3.1 million and $10.3 million, respectively, at December 31, 2012. There is an immaterial portion of the Company’s impaired loans that have not been reserved or partially charged-off, since principal collection is probable.

A detailed roll-forward of the Company’s allowance for loan losses for the five years is presented in the following table:

(dollars in thousands)	December 31,
	2013			2012			2011			2010			2009
Balance at beginning of year	$	110,955		$	126,640		$	150,054		$	146,271		$	84,006
Charge-offs:
Commercial and industrial	14,162			12,209			21,321			24,443			51,532
CRE - permanent	1,739			3,664			6,129			7,643			14,760
CRE - construction	682			3,154			5,400			42,527			18,066
Residential mortgages (h)	2,361			2,649			4,474			15,278			3,620
Home equity	2,929			3,618			5,337			3,559			3,481
All other consumer	3,120			3,204			4,874			7,110			10,069
Total charge-offs	24,993			28,498			47,535			100,560			101,528
Recoveries:
Commercial and industrial	$	2,012		$	1,943		$	2,326		$	4,042		$	6,415
CRE - permanent	675			354			341			1,216			731
CRE - construction	467			608			2,399			2,902			466
Residential mortgages	241			31			358			122			127
Home equity	417			327			322			221			205
All other consumer	1,343			1,550			3,375			1,748			1,824
Total recoveries	5,155			4,813			9,121			10,251			9,768
Net charge-offs	19,838			23,685			38,414			90,309			91,760
Provision charged to expense	5,250			8,000			15,000			95,000			154,025
Disposed allowance	—			—			—			(908		)	—
Balance at end of year	$	96,367		$	110,955		$	126,640		$	150,054		$	146,271
Net charge-offs to:
Total loans	0.37		%	0.45		%	0.74		%	1.70		%	1.52		%
Average total loans	0.38		%	0.46		%	0.74		%	1.57		%	1.46		%
Allowance for loan losses	20.6		%	21.4		%	30.3		%	60.2		%	62.7		%
(h) Reflects the modification and sale of residential mortgage loans in 2010.

For 2013, net charge-offs totaled $19.8 million, compared to $23.7 million for 2012, a $3.8 million or 16.2% decrease from the prior year. Net charge-offs as a percentage of average loans decreased to 0.38% for 2013, compared to 0.46% for 2012. The decrease in net charge-offs is the result of continued credit quality improvement. Net charge-offs declined in most categories with commercial real estate loans contributing the largest decline at $4.6 million.

37

The following table presents a composition of the allowance by loan type:

	December 31,
(dollars in thousands)	2013				2012				2011				2010				2009
	Allowance		% Loans to Total Loans		Allowance		% Loans to Total Loans		Allowance		% Loans to Total Loans		Allowance		% Loans to Total Loans		Allowance		% Loans to Total Loans
Commercial and industrial	$	41,288	46.1	%	$	46,151	47.6	%	$	55,815	46.7	%	$	69,655	45.7	%	$	73,031	46.5	%
CRE - permanent	15,418		18.6	%	17,660		17.3	%	20,990		16.5	%	20,044		14.4	%	15,639		13.8	%
CRE - construction	7,235		3.7	%	11,635		2.4	%	19,732		3.0	%	31,133		5.3	%	40,013		6.8	%
Residential mortgages	7,639		12.3	%	8,326		13.1	%	8,412		13.9	%	9,630		14.4	%	4,799		14.0	%
Home equity	9,907		14.3	%	10,334		14.4	%	6,753		14.4	%	4,742		14.0	%	4,498		13.0	%
All other consumer	3,932		5.0	%	4,441		5.2	%	4,495		5.5	%	6,525		6.2	%	4,531		5.9	%
Unallocated	10,948		—		12,408		—		10,443		—		8,325		—		3,760		—
Total allowance	$	96,367	100.0	%	$	110,955	100.0	%	$	126,640	100.0	%	$	150,054	100.0	%	$	146,271	100.0	%

The following table demonstrates the components of the allowance:

(dollars in thousands)	December 31,
	2013		2012		2011		2010		2009
Specific reserves	$	8,304	$	3,110	$	8,909	$	8,560	$	12,810
Allocated reserves	77,115		95,437		107,288		133,169		129,700
Unallocated reserves	10,948		12,408		10,443		8,325		3,761
Total allowance for loan losses	$	96,367	$	110,955	$	126,640	$	150,054	$	146,271

Overall, the allowance decreased to $96.4 million at December 31, 2013 and represented 1.81% of total loans and 183% of non-performing loans, compared to $111 million at December 31, 2012, or 2.12% of total loans and 206% of non-performing loans. The decrease in the allowance was the result of a continued improvement in the credit quality of the loan portfolio. Net charge-offs of $19.8 million, or 0.38% of total loans for 2013, declined from $23.7 million, or 0.46% of total loans for 2012. Classified and non-performing loans totaling $191.6 million, or 3.59% of total loans, and $52.6 million, or 0.99% of total loans, respectively, at December 31, 2013, declined from $261.3 million, or 4.99% of average total loans, and $53.9 million, or 1.03% of total loans, respectively, at December 31, 2012. As a result of the continued improvement in credit quality, the provision for loan losses declined to $5.3 million for 2013, compared to $8.0 million for 2012.

38

Investment Portfolio

The Company's investment portfolio is comprised of readily marketable securities which qualify as collateral to meet its pledging requirements, the majority of which are classified as available-for-sale to meet liquidity needs. The Company also holds other securities that are non-marketable consisting of Federal Reserve Bank of Philadelphia stock and Federal Home Loan Bank of Pittsburgh stock. Investments available-for-sale and held-to-maturity remained stable at $2.3 billion at December 31, 2013, compared to December 31, 2012.  For further information, reference Footnote 3, “Investment Securities” to the consolidated financial statements included in Item 8 of this Report.

A summary of investment securities available-for-sale:

	December 31,
	2013				2012				2011
(dollars in thousands)	Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value
U.S. Government agencies	$	1,000	$	990	$	999	$	1,023	$	2,997	$	3,072
State and municipal bonds	210,680		214,711		268,555		285,320		313,607		325,622
Agency mortgage-backed securities/collateralized mortgage obligations	1,683,092		1,659,180		1,445,978		1,491,365		1,344,442		1,387,616
Non-agency collateralized mortgage obligations	4,222		4,258		8,952		9,110		14,887		15,116
Corporate securities and other	9,517		9,668		10,980		10,683		12,023		11,189
Marketable equity securities	3,583		5,300		3,583		4,712		3,749		4,404
Total	$	1,912,094	$	1,894,107	$	1,739,047	$	1,802,213	$	1,691,705	$	1,747,019

A summary of investment securities held-to-maturity:

	December 31,
	2013				2012				2011
(dollars in thousands)	Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value
State and municipal bonds	$	403,344	$	415,477	$	412,542	$	444,783	$	421,046	$	449,848
Agency mortgage-backed securities/collateralized mortgage obligations	34,843		36,467		51,182		53,922		74,714		77,911
Non-agency collateralized mortgage obligations	258		258		442		444		814		839
Total	$	438,445	$	452,202	$	464,166	$	499,149	$	496,574	$	528,598

The contractual maturity and weighted-average yield of the investment securities of the Company at December 31, 2013, are presented in the following tables. Weighted-average yields on tax-exempt obligations have been computed on a fully taxable equivalent basis assuming a tax rate of 35%. All average yields were calculated on the book value of the related securities. Marketable equity securities do not have a stated maturity and have been included in the “After 10 Years” category.

39

Maturity and Weighted-Average Yield of Investment Securities Available-for-Sale:

(dollars in thousands)	Within one year				After one but within five years				After five but within ten years				After ten years				Total
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
U.S. Government agencies	$	—	—	%	$	990	1.85	%	$	—	—	%	$	—	—	%	$	990	1.85	%
State and municipal bonds	5,185		7.91	%	33,395		8.06	%	51,704		5.69	%	124,427		5.48	%	214,711		5.96	%
Agency mortgage-backed securities/collateralized mortgage obligations	499		3.56	%	13,860		4.70	%	126,256		2.83	%	1,518,565		2.30	%	1,659,180		2.36	%
Non-agency collateralized mortgage obligations	—		—	%	722		4.70	%	2,617		4.74	%	919		2.54	%	4,258		4.25	%
Corporate securities and other	—		—	%	—		—	%	1,965		6.25	%	7,703		7.90	%	9,668		7.56	%
Marketable equity securities	—		—	%	—		—	%	—		—	%	5,300		4.26	%	5,300		4.26	%
Total	$	5,684	7.52	%	$	48,967	6.89	%	$	182,542	3.70	%	$	1,656,914	2.57	%	$	1,894,107	2.79	%

Maturity and Weighted-Average Yield of Investment Securities Held-to-Maturity at Fair Value:

(dollars in thousands)	Within one year				After one but within five years				After five but within ten years				After ten years				Total
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
State and municipal bonds	$	—	—	%	$	1,031	6.26	%	$	101,354	6.00	%	$	313,092	6.46	%	$	415,477	6.35	%
Agency mortgage-backed securities/collateralized mortgage obligations	—		—	%	—		—	%	5,661		2.00	%	30,806		3.25	%	36,467		3.05	%
Non-agency collateralized mortgage obligations	—		—	%	258		4.90	%	—		—	%	—		—	%	258		4.90	%
Total	$	—	—	%	$	1,289	5.98	%	$	107,015	5.79	%	$	343,898	6.18	%	$	452,202	6.09	%

Goodwill and Other Intangible Assets

Goodwill and intangible assets, on the consolidated balance sheet, decreased by $3.8 million from $269 million at December 31, 2012, to $265 million at December 31, 2013, due to the scheduled amortization of other intangible assets during 2013.

During the second quarter, the Company performed its annual, qualitative assessment of goodwill and determined that it is not more likely than not that the fair value of its reporting units are less than their carrying amounts. Additionally, there were no indicators of impairment subsequent to the annual assessment for which an interim impairment test was required.

The Company’s business segments are its reporting units which are “Community Banking” and “Other” for purposes of the goodwill impairment analysis. As of December 31, 2013, the carrying value of goodwill assigned to the Community Banking segment was $235 million and the carrying value of goodwill assigned to the Other segment was $23 million.

Other Assets

Other assets on the balance sheet at December 31, 2013, increased$37.2 million to $405 million, compared to $368 million at December 31, 2012.  Other assets include premises and equipment, accrued interest receivable, bank owned life insurance, other real estate owned and other repossessed assets, unconsolidated investments and other assets. The increase in other assets was primarily attributable to increases in net deferred tax assets (refer to Income Taxes in Results of Operations for additional discussion).

40

Liabilities

Liabilities totaled $7.5 billion at December 31, 2013, an increase of $91.8 million, or 1.2%, from $7.4 billion at December 31, 2012. The net change was primarily due to an increase in total deposits of $137 million and FHLB advances of $139 million, offset by a decrease in short-term borrowings, subordinated debentures, and repurchase agreements of $100 million, $67.3 million, and $25.0 million respectively.

The Company continues its efforts to improve deposit mix and manage higher costing deposits. Non-time deposits increased $322 million, or 7.14%, and was offset by a decrease in time deposits of $184 million, or 12.9%, as a result of these efforts and the current rate environment. During the current year, the annual cost of deposits declined 10 basis points to 0.36%.

(dollars in thousands)	December 31,
	2013			2012			Increase/(decrease)
Non-interest bearing deposits	$	970,051		$	891,401		$	78,650		8.8	%
NOW accounts	1,655,425			1,472,985			182,440			12.4	%
Money market accounts	1,670,035			1,642,803			27,232			1.7	%
Savings	526,576			493,386			33,190			6.7	%
Time deposits less than $100	896,700			1,017,925			(121,225		)	(11.9	)%
Time deposits $100 or greater	353,791			417,065			(63,274		)	(15.2	)%
Total deposits	$	6,072,578		$	5,935,565		$	137,013		2.3	%
Non-time deposits/total deposits	79.4		%	75.8		%				3.6	%

The following table is a distribution of the average balance and the average cost on the Company’s deposits in each of the most recent three fiscal years:

(dollars in thousands)	2013				2012				2011
	Average		Annual		Average		Annual		Average		Annual
	Balance		Cost		Balance		Cost		Balance		Cost
Non-interest bearing deposits	$	933,849	—		$	882,140	—		$	831,326	—
Interest bearing*	3,819,058		0.19	%	3,497,885		0.24	%	3,312,281		0.37	%
Time deposits	1,388,789		1.08	%	1,490,965		1.24	%	1,802,769		1.57	%
Total	$	6,141,696	0.36	%	$	5,870,990	0.46	%	$	5,946,376	0.68	%

*Interest bearing NOW, savings, and money market deposits.

Average deposits for the year-ended December 31, 2013 were $6.1 billion, an increase of $271 million, or 4.6%, compared to the average deposits for the year-ended December 31, 2012. The increase in average deposit balances is attributable to an increase to average interest bearing deposits and non-interest bearing deposits of $321 million, or 9.2%, and $51.7 million, or 5.9%, respectively. The increases in average interest bearing deposits and non-interest bearing deposits were offset by a decrease in average time deposits of $102 million, or 6.9%, due to deposit pricing strategies to improve deposit mix and manage the overall cost of deposits and the sustained low interest rate environment.

Deposit pricing strategies reduced time deposits by $184 million, or 12.9%, to $1.3 billion at December 31, 2013, compared to $1.4 billion at December 31, 2012.

41

The following table is a breakdown, by maturity, of the Company’s time deposits of $100,000 or greater as of December 31, 2013:

(dollars in thousands)	Maturity
	3 months or less	$	85,682
	Over 3 through 6 months	83,969
	Over 6 through 12 months	80,370
	Over 12 months	103,770
	Total	$	353,791

Deposit funding is supplemented by additional sources of borrowings which include customer and repurchase agreements, short-term borrowings, FHLB advances, and subordinated debentures. In the aggregate, these funding sources totaled $1.3 billion at December 31, 2013, which was a decrease of $62.0 million, or 4.6%, from December 31, 2012.

(dollars in thousands)	December 31, 2013				December 31, 2012
	Average Balance		Annual Cost		Average Balance		Annual Cost
Customer repurchase agreements	$	529,770	0.34	%	$	533,325	0.40	%
Repurchase agreements	74,496		3.45	%	80,820		4.30	%
Short-term borrowings	9,680		0.42	%	342		0.29	%
Federal Home Loan Bank advances	269,488		2.35	%	537,569		4.28	%
Subordinated debentures accounted for at fair value	11,807		7.85	%	67,130		7.85	%
Subordinated debentures accounted for at amortized cost	77,321		2.78	%	77,321		2.98	%
Total borrowings and other debt obligations	$	972,562	1.42	%	$	1,296,507	2.78	%

During the first quarter of 2013, as part of asset/liability management and capital planning initiatives, the Company repaid $400 million of previously restructured, higher-cost FHLB advances and redeemed all of its 7.85% Cumulative Trust Preferred Securities issued by NPB Capital Trust II, with a par value of $65.2 million.

Customer repurchase agreements generally mature within 30 days from the date of initiation.  The following table summarizes the Company’s non-FHLB short-term obligations.

(dollars in thousands)	At or For The Year Ended December 31,
	2013			2012			2011
Customer repurchase agreements
Balance at year-end	$	551,736		$	560,065		$	523,978
Average during the year	529,770			533,325			523,898
Maximum month-end balance	554,483			560,065			573,628
Weighted average rate during the year	0.34		%	0.40		%	0.48		%
Rate at December 31	0.26		%	0.37		%	0.43		%
Short-term borrowings
Balance at year-end	$	—		$	100,000		$	—
Average during the year	9,680			342			6,733
Maximum month-end balance	—			100,000			7,200
Weighted average rate during the year	0.42		%	0.29		%	0		%
Rate at December 31	—		%	0.25		%	0		%

42

Shareholders' Equity

Shareholders’ equity totaled $1.1 billion at December 31, 2013, a decrease of $29.4 million from December 31, 2012. Activity during 2013 included:

• Net income of $53.4 million;

• Cash dividends on common stock of $43.7 million, compared to $61.4 million in 2012, due to the payment of an additional $0.10 per common share dividend in the fourth quarter of 2012 in lieu of a first quarter 2013 dividend;

• A decrease to accumulated other comprehensive income of $45.5 million; and

• Shares issued under share-based plans, net of taxes, of $6.4 million.

For the year ended December 31, 2013, accumulated other comprehensive loss totaled $21.2 million compared to accumulated other comprehensive income of $24.3 million for the year ended December 31, 2012. The primary reasons for the decrease of $45.5 million were:

• A $52.7 million decrease in the fair value of investment securities available-for-sale; and

• An increase of $7.3 million related to the change in the unfunded portion of the Company’s pension plan obligation.

43

RESULTS OF OPERATIONS

Net Interest Income

The following table presents average balances, average yields, and net interest margin information for the years ended December 31, 2013, 2012 and 2011.  Interest income and yields are presented on a fully taxable equivalent (“FTE”) basis using an effective tax rate of 35%. Net interest margin is expressed as net interest income (FTE) as a percentage of average total interest earning assets.

Average Balances, Average Rates, and Net Interest Margin* 

	Year Ended December 31,
(dollars in thousands)	2013							2012							2011
	Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate
Interest Earning Assets:
Interest earning deposits at banks	$	101,603		$	203	0.20	%	$	285,956		$	1,370	0.48	%	$	477,226		$	1,101	0.23	%
U.S. Treasury	—			—		—	%	—			—		—	%	17,521			48		0.27	%
U.S. Government agencies	971			33		3.40	%	2,288			59		2.58	%	3,950			86		2.18	%
Mortgage-backed securities/collateralized mortgage obligations	1,607,834			36,761		2.29	%	1,506,502			39,018		2.59	%	1,415,629			42,934		3.03	%
State and municipal*	656,696			43,186		6.58	%	726,214			47,235		6.50	%	757,279			50,680		6.69	%
Other bonds and securities	72,523			2,702		3.73	%	82,587			2,647		3.21	%	92,569			2,743		2.96	%
Total investments	2,338,024			82,682		3.54	%	2,317,591			88,959		3.84	%	2,286,948			96,491		4.22	%
Commercial loans *	3,562,006			148,728		4.18	%	3,465,353			165,623		4.78	%	3,370,054			175,295		5.20	%
Installment loans	1,014,648			42,970		4.23	%	1,019,909			44,037		4.32	%	938,408			45,210		4.82	%
Mortgage loans	661,952			30,853		4.66	%	708,114			35,455		5.01	%	893,793			48,868		5.47	%
Total loans	5,238,606			222,551		4.25	%	5,193,376			245,115		4.72	%	5,202,255			269,373		5.18	%
Total earning assets	7,678,233			305,436		3.98	%	7,796,923			335,444		4.30	%	7,966,429			366,965		4.61	%
Allowance for loan losses	(106,437		)					(120,572		)					(143,206		)
Non-interest earning assets	758,645							747,971							780,029
Total assets	$	8,330,441						$	8,424,322						$	8,603,252
Interest Bearing Liabilities:
Interest bearing deposits	$	5,207,847		$	22,379	0.43	%	$	4,988,850		$	26,822	0.54	%	$	5,115,050		$	40,534	0.79	%
Customer repurchase agreements	529,770			1,805		0.34	%	533,325			2,116		0.40	%	523,898			2,506		0.48	%
Repurchase agreements	74,496			2,571		3.45	%	80,820			3,475		4.30	%	155,438			6,397		4.12	%
Short-term borrowings	9,680			41		0.42	%	342			1		0.29	%	6,733			—		—	%
Federal Home Loan Bank advances	269,488			6,329		2.35	%	537,569			22,983		4.28	%	629,603			28,316		4.50	%
Subordinated debentures	89,128			3,092		3.47	%	144,451			7,425		5.14	%	143,174			9,178		6.41	%
Total interest bearing liabilities	6,180,409			$	36,217	0.59	%	6,285,357			$	62,822	1.00	%	6,573,896			86,931		1.32	%
Non-interest bearing deposits	933,849							882,140							831,326
Other non-interest bearing liabilities	85,893							57,878							42,821
Total liabilities	7,200,151							7,225,375							7,448,043
Equity	1,130,290							1,198,947							1,155,209
Total liabilities and equity	$	8,330,441						$	8,424,322						$	8,603,252
NET INTEREST INCOME/MARGIN (FTE)				269,219		3.51	%				272,622		3.50	%				280,034		3.52	%
Tax equivalent interest				17,157							18,616							20,131
Net interest income				$	252,062						$	254,006						$	259,903
*Fully taxable equivalent basis, using a 35% effective tax rate.
Average loan balances include non-accruing loans and average net fees and costs.

44

The following table allocates changes in FTE interest income and interest expense based upon volume and rate changes. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated proportionately.

(dollars in thousands)
	2013 compared to 2012									2012 compared to 2011
Increase (decrease) in:	Volume			Rate			Total			Volume			Rate			Total
Interest income:
Interest earning deposits at banks	$	(613	)	$	(554	)	$	(1,167	)	$	(570	)	$	839		$	269
U.S. Treasury	—			—			—			(48		)	—			(48		)
U.S. Government agencies	(41		)	15			(26		)	(41		)	14			(27		)
Mortgage-backed securities/collateralized mortgage obligations	2,511			(4,768		)	(2,257		)	2,633			(6,549		)	(3,916		)
State and municipal	(4,566		)	517			(4,049		)	(2,044		)	(1,401		)	(3,445		)
Other bonds and securities	(345		)	400			55			(310		)	214			(96		)
Total investments	(2,441		)	(3,836		)	(6,277		)	190			(7,722		)	(7,532		)
Commercial loans	4,514			(21,409		)	(16,895		)	4,853			(14,525		)	(9,672		)
Installment loans	(226		)	(841		)	(1,067		)	3,741			(4,914		)	(1,173		)
Mortgage loans	(2,234		)	(2,368		)	(4,602		)	(9,544		)	(3,869		)	(13,413		)
Total loans	2,054			(24,618		)	(22,564		)	(950		)	(23,308		)	(24,258		)
Total interest income	$	(1,000	)	$	(29,008	)	$	(30,008	)	$	(1,330	)	$	(30,191	)	$	(31,521	)
Interest Expense:
Interest bearing deposits	$	1,135		$	(5,578	)	$	(4,443	)	$	(977	)	$	(12,735	)	$	(13,712	)
Customer repurchase agreements	(14		)	(297		)	(311		)	44			(434		)	(390		)
Repurchase agreements	(257		)	(647		)	(904		)	(3,197		)	275			(2,922		)
Short-term borrowings	40			—			40			—			1			1
Federal Home Loan Bank advances	(8,748		)	(7,906		)	(16,654		)	(3,986		)	(1,347		)	(5,333		)
Subordinated debentures	(2,343		)	(1,990		)	(4,333		)	81			(1,834		)	(1,753		)
Total borrowed funds	(11,322		)	(10,840		)	(22,162		)	(7,058		)	(3,339		)	(10,397		)
Total interest expense	(10,187		)	(16,418		)	(26,605		)	(8,035		)	(16,074		)	(24,109		)
Increase (decrease) in net interest income (FTE)	$	9,187		$	(12,590	)	$	(3,403	)	$	6,705		$	(14,117	)	$	(7,412	)

Results for the year ended December 31, 2013 compared to December 31, 2012

The Company has undertaken various initiatives to manage the impact of prolonged low interest rates on net interest income. As a result, the Company's net interest margin remained stable at 3.51% for the twelve months ended December 31, 2013, as compared to 3.50% for the prior year period. However, fully taxable equivalent net interest income for the comparative period declined by $3.4 million, or 1.25%, to $269 million for the twelve months ended December 31, 2013. The following initiatives were employed to mitigate the decrease to net interest income during the twelve months ended December 31, 2013:

• Deposit pricing initiatives resulted in a 10 basis point reduction to the cost of deposits for the year-ended December 31, 2013, as the Company's average deposit rate declined to 0.36%. The decline in the cost of deposits reduced interest expense by $5.6 million and was partially offset by an increase in average deposit balances which increased total deposit cost by $1.1 million for the year-ended December 31, 2013 when compared to December 31, 2012.

45

• The cost of deposits was also impacted by improvement in the mix of transaction, savings and money market deposits which increased to 79% of total deposits at December 31, 2013. The improvement in mix was driven by a $184 million decrease in time deposits since December 31, 2012 and an increase in non-interest bearing deposits and NOW accounts of $79 million and $182 million, respectively.

• Interest expense on FHLB advances decreased $16.7 million due to the termination of $400 million of FHLB advances in the first quarter of 2013.

• On March 7, 2013, the Company redeemed all of the 7.85% Cumulative Trust Preferred Securities issued by NPB Capital Trust II. The redemption contributed to the $4.3 million decrease in interest expense on subordinated debentures.

Results for the year ended December 31, 2012 compared to December 31, 2011

During 2012, interest rates remained at historically low levels, which continued to pressure asset yields as investments and loans matured and were replaced. Additionally, economic conditions continued to limit opportunities for significant loan growth. Management initiatives to maintain net interest margin and income during the year resulted in a reduction to average and earning assets.

• Deposit pricing initiatives resulted in a 22 basis point reduction to the cost of deposits for the year-ended December 31, 2012, as the Company's average deposit rate declined to 0.46%. The decline in deposit cost reduced interest expense by $13.7 million for the year-ended December 31, 2012 when compared to December 31, 2011.

• The cost of deposits was also impacted by improvement in the mix of transaction, savings and money market deposits which increased to 76% of total deposits at December 31, 2012. The improvement in mix was driven by a $142 million decrease in time deposits since December 31, 2011 and an increase in non-interest bearing deposits and NOW accounts of $27.7 million and $180 million, respectively.

• Repayment of $95.0 million of FHLB advances and structured repurchase agreements reduced interest expense by approximately $6 million.

• On August 13, 2012, the Company modified $400 million of FHLB advances with a weighted-average fixed interest rate of 4.59%. The advances were converted to a variable interest rate of three-month LIBOR plus a 47 basis point spread. The restructuring reduced interest expense on FHLB advances by $2.4 million in 2012.

Provision for Loan Losses

The provision for loan losses totaled $5.3 million for 2013, compared to $8.0 million for 2012 and $15.0 million for 2011. The trend of declining provision was sustained in 2013 as asset quality continued to improve. Classified loans declined 26.7% to $192 million, or 3.59% of total loans at December 31, 2013 from December 31, 2012. The improvement in classified loans and other asset quality measures such as net charge-off levels led to a corresponding decline of the allowance, which totaled $96.4 million at December 31, 2013. The allowance as a percentage of non-performing loans decreased to 183% at December 31, 2013 from 206% at December 31, 2012, and the allowance to total loans totaled 1.81% at the end of 2013 compared to 2.12% at the end of 2012. For additional analysis of the allowance refer to “Total Loans and Allowance for Loan Losses.”

46

Non-Interest Income and Expenses

(dollars in thousands)
	Year Ended December 31,								2013 Compared to 2012				2012 Compared to 2011
NON-INTEREST INCOME	2013		2012			2011			Increase (Decrease)				Increase (Decrease)
Wealth management	$	27,309	$	24,629		$	23,623		$	2,680		10.9%	$	1,006		4.3%
Service charges on deposit accounts	15,234		15,863			18,768			(629		)	(4.0)%	(2,905		)	(15.5)%
Insurance commissions and fees	12,692		12,858			13,254			(166		)	(1.3)%	(396		)	(3.0)%
Cash management and electronic banking fees	18,914		18,514			18,219			400			2.2%	295			1.6%
Mortgage banking	6,500		7,640			4,924			(1,140		)	(14.9)%	2,716			55.2%
Bank owned life insurance income	5,116		5,109			5,474			7			0.1%	(365		)	(6.7)%
Earnings of unconsolidated investments	710		1,487			2,161			(777		)	(52.3)%	(674		)	(31.2)%
Other operating income	9,427		9,458			8,231			(31		)	(0.3)%	1,227			14.9%
Net gains (losses) from fair value changes on subordinated debentures	2,111		683			(2,530		)	1,428			NM	3,213			NM
Net gains (losses) on sales of investment securities	54		(119		)	2,719			173			NM	(2,838		)	NM
Net impairment losses on investment securities	—		(154		)	—			154			NM	(154		)	NM
Loss on sale of building	—		—			(1,000		)	—			NM	1,000			NM
Total non-interest income	$	98,067	$	95,968		$	93,843		$	2,099		2.2%	$	2,125		2.3%
"NM" - Denotes a value displayed as a percentage change is not meaningful

Non-interest income for the year ended December 31, 2013 compared to 2012

Non-interest income totaled $98.1 million for 2013, compared to $96.0 million in 2012. The $2.1 million, or 2.2%, increase in non-interest income was primarily due to the following items:

Increases:

• Wealth management income increased $2.7 million, or 10.9%, to $27.3 million for 2013, compared to $24.6 million for 2012.

• Upon the redemption of NPB Capital Trust II in the first quarter of 2013, the Company recognized a gain of $2.1 million for the difference in the fair value of the securities at redemption and their par value. Net gains from fair value changes on the Company's subordinated debentures in 2012 totaled $0.7 million.

Decreases:

• Mortgage banking income in 2013 totaled $6.5 million, a $1.1 million decrease compared to 2012, as residential mortgage activity declined during 2013 due to increasing long-term interest rates.

• Earnings on unconsolidated investments decreased $0.8 million to $0.7 million for 2013, as the timing of the mezzanine debt fund activities and "exits" vary.

Non-interest income for the year ended December 31, 2012 compared to 2011

Non-interest income totaled $96.0 million for 2012, compared to $93.8 million in 2011. The $2.1 million increase in non-interest income was primarily due to the following items:

Increases:

• 2012 mortgage banking income and other operating income increased $2.7 million and $1.2 million, respectively, as the low interest rate environment continued to benefit customer interest rate swap and mortgage activity.

• The change in fair value of the Company's subordinated debentures accounted for at fair value (Nasdaq: "NPBCO") increased non-interest income by $0.7 million in 2012 compared to a $2.5 million reduction in 2011.

47

• Wealth management income increased 4.3%, or $1.0 million, in 2012 due to strong market performance.

Decreases:

• Service charges on deposit accounts decreased $2.9 million due to declines in overdraft volume due to changes in customer behavior.

• In 2011, to mitigate the impact of the unwind costs associated with the early extinguishment of $80 million of structured repurchase agreements, the Company sold investment securities that resulted in a $2.7 million gain, compared to a $0.1 million loss from investment security sales in 2012.

(dollars in thousands)
	Year Ended December 31,									2013 Compared to 2012				2012 Compared to 2011
NON-INTEREST EXPENSE	2013			2012			2011			Increase (Decrease)				Increase (Decrease)
Salaries, wages and employee benefits	$	117,000		$	124,959		$	122,264		$	(7,959	)	(6.4)%	$	2,695		2.2%
Premises and equipment	30,447			28,824			28,939			1,623			5.6%	(115		)	(0.4)%
FDIC insurance	5,467			4,896			9,838			571			11.7%	(4,942		)	(50.2)%
Other operating expenses	58,109			51,631			60,156			6,478			12.5%	(8,525		)	(14.2)%
Loss on debt extinguishment	64,888			—			2,633			64,888			NM	(2,633		)	NM
Corporate reorganization expense	6,000			—			2,200			6,000			NM	(2,200		)	NM
Total non-interest expense	$	281,911		$	210,310		$	226,030		$	71,601		34.0%	$	(15,720	)	(7.0)%
"NM" - Denotes a value displayed as a percentage change is not meaningful
RECONCILIATION TABLE FOR NON-GAAP FINANCIAL MEASURES - EFFICIENCY RATIO (d)
	Year Ended December 31,
Efficiency Ratio Calculation	2013			2012			2011
Non-interest expense	$	281,911		$	210,310		$	226,030
Less:
Loss on debt extinguishment	64,888			—			2,633
Corporate reorganization expense	6,000			—			2,200
Operating expenses	$	211,023		$	210,310		$	221,197
Net interest income (taxable equivalent)	$	269,219		$	272,622		$	280,034
Non-interest income	98,067			95,968			93,843
Less:
Net gains (losses) from fair value changes on subordinated debentures	2,111			683			(2,530		)
Net gains (losses) on investment securities	54			(273		)	2,719
Loss on sale of building	—			—			(1,000		)
Adjusted revenue	$	365,121		$	368,180		$	374,688
Efficiency Ratio	57.80		%	57.12		%	59.03		%
(d) Refer to the Statement Regarding Non-GAAP Financial Measures at the beginning of Item 7.

48

Non-interest expense for the year ended December 31, 2013 compared to 2012

Non-interest expense, inclusive of a loss on debt extinguishment of $64.9 million, and a corporate reorganization expense of $6.0 million, totaled $282 million for the twelve months ended December 31, 2013, compared to $210 million for the prior year period. The 2013 loss on debt extinguishment is related to the repayment of $400 million of FHLB advances. The corporate reorganization expense was part of a previously announced initiative to rationalize the current expense base, including the consolidation of branch and administrative facilities. The change in salaries, wages and employee benefits expense is primarily the result of a reclassification of deferred loan origination fees and costs to this item in 2013 compared to their inclusion in other operating expenses in prior periods. Continued focus on expense controls resulted in stable operating expenses^(d) of $211 million, as demonstrated by an efficiency ratio^(d) of 57.80% for 2013, consistent with 57.12% for the prior year period. Operating expenses for 2013 increased less than 1%, compared to 2012.

Non-interest expense for the year ended December 31, 2012 compared to 2011

Continued focus on expense controls reduced expenses overall, as demonstrated by an efficiency ratio of 57.12% for the year ended December 31, 2012. Non-interest expense for 2012 totaled $210 million, a $15.7 million decrease when compared to 2011. FDIC insurance decreased $4.9 million, compared to 2011, due to a change to the assessment framework and the improving risk profile of the Company. Other operating expenses continue to be well controlled and declined $8.5 million. In addition, 2011 included $2.2 million of corporate reorganization expense and a $2.6 million loss related to the early extinguishment of $80.0 million of structured repurchase agreements.

Income Tax Expense

Income tax expense for 2013 was $9.6 million, compared to $32.8 million for 2012 and $25.2 million for 2011. During 2013, pre-tax income decreased due to the 2013 debt extinguishment and restructuring charges, resulting in an effective tax rate of 15.2% compared to 24.9% for 2012. Exclusive of non-recurring items, the effective tax rates in 2013 and 2012 were comparable. Comparatively, the effective tax rate for 2011 was 22.3%. The Company’s net deferred tax asset (“DTA”) increased to $76.6 million at December 31, 2013, primarily from a decrease in the fair value of investment securities available-for-sale.

Each quarter, the Company evaluates the realizability of the DTA. As of December 31, 2013, the Company concluded that the DTA was realizable, and a valuation allowance was not required. In reaching this conclusion, management carefully weighed both positive and negative evidence. As of and for the twelve months ended December 31, 2013, the Company has performed in line with management projections and is not in a cumulative pre-tax loss position. Therefore, management believes the DTA is fully realizable.

LIQUIDITY, COMMITMENTS, CAPITAL AND INTEREST RATE SENSITIVITY

Liquidity and Contractual Commitments and Obligations

The Company’s Board of Directors establishes general liquidity guidelines to ensure adequate liquidity to fulfill obligations. Obligations for liquidity include depositors who wish to withdraw funds, borrowers who require funds, repayment of maturing borrowings, operating expenditures, and capital expansion.  Sources of liquidity consist of cash flows from operating, investing, and financing activities.  Management continues to actively monitor and manage liquidity and current available funding channels to ensure an appropriate contingency funding plan is in place.

The Company’s largest and primary source of liquidity is deposits from retail, corporate and institutional banking customers. The Company also utilizes a mix of short- and long-term wholesale funding providers when funding demands exceed available funds from normal deposit gathering efforts. Wholesale funding includes correspondent bank borrowings, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh (“FHLB”), the Federal Reserve Bank of Philadelphia and, at times, brokered time deposits, or other similar sources. Over the past few years, the Company has reduced its wholesale funding, due to stable and improving deposit funding and managed declines in total assets. At December 31, 2013, the Company had $2.5 billion of liquidity available including unencumbered deposits. Additionally, the Company has the ability to borrow from the Federal Reserve Bank via the discount window. Refer to "Liabilities" within Item 7 of this Report for additional details.

49

The following table sets forth contractual obligations and other commitments representing required and potential cash outflows as of December 31, 2013:

			Payments Due by Period:
					After One		After Three
(dollars in thousands)			Less than		Year to		Years to		More than
	Total		one year		Three Years		Five Years		Five Years
Loan commitments	$	1,769,135	$	696,236	$	276,278	$	139,159	$	657,462
Time deposits	1,250,491		831,412		306,021		112,887		171
Federal Home Loan Bank advances	603,232		523,562		24,644		54,993		33
Subordinated debentures	77,321		—		—		—		77,321
Letters of credit	142,246		110,211		31,943		78		14
Repurchase agreements	50,000		50,000		—		—		—
Minimum annual rentals on non-cancelable operating leases	59,451		6,515		11,891		10,010		31,035
Total	$	3,951,876	$	2,217,936	$	650,777	$	317,127	$	766,036

The Company does not presently have any commitments for significant capital expenditures.

As measured using the consolidated statement of cash flows, the Company deployed $145 million and $23.4 million of net cash and equivalents for the twelve months ended December 31, 2013 and 2012, respectively. Operating activities generated $162 million of net cash for the twelve months ended December 31, 2013 compared to $167 million for the twelve months ended December 31, 2012. During the twelve months ended December 31, 2013, cash was deployed in the following ways:

Investing activities

• $612 million of investment security purchases

• $132 million net increase in loans

Financing activities

• $184 million reduction in certificates of deposit

• $43.7 million of cash dividends paid to common shareholders

• $100 million reduction in short-term borrowings

• $65.2 million repayment of subordinated debentures

During the twelve months ended December 31, 2013, cash was generated from the following additional sources:

Investing activities

• $462 million of proceeds from maturities, repayments and sales of investment securities

Financing activities

• $322 million increase in transaction and savings accounts

• $73.6 million increase in FHLB borrowings

Interest Rate Risk Management

The Company’s largest business segment is its community banking segment, whose business activities principally include accepting deposits and making loans.  As a result, the Company’s largest source of revenue is net interest income, which subjects it to movements in market interest rates.  Management’s objective for interest rate risk management is to understand the Company’s susceptibility to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.  The Board of Directors establishes policies that govern interest rate risk management.  This is accomplished via a centralized asset/liability management committee (“ALCO”).  ALCO is comprised of various members of the Company’s business lines who are responsible for managing the components of interest rate risk:

• Timing differences between contractual maturities and or repricing of assets and liabilities (“gap risk”),

50

• Risk that assets will repay or customers withdraw prior to contractual maturity (“option risk”),

• Non-parallel changes in the slope of the yield curve (“yield curve risk”), and

• Variation in rate movements of different indices (“basis risk”).

ALCO employs various techniques and instruments to implement its developed strategies.  These generally include one or more of the following:

• Changes to interest rates offered on products,

• Changes to maturity terms offered on products,

• Changes to types of products offered,

• Use of wholesale products such as advances from the FHLB or interest rate swaps, and/or

• Purchase or sale of investment securities.

Interest rate sensitivity is a function of the repricing characteristics of the Company’s assets and liabilities. Minimizing the balance sheet’s maturity and repricing risk is a continual focus in a changing rate environment.

The Company uses a simulation model to identify and manage its interest rate risk profile.  The model measures projected net interest income “at-risk” and anticipated changes in net income for a rolling twelve month period.  The model is based on expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporates Company-developed, market-based assumptions regarding the impact of changing interest rates on these financial instruments.

The Company also incorporates assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates.  These assumptions are inherently uncertain and, as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income.  While actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes, as well as changes in market conditions and management strategies, this model is an important guidance tool for ALCO.

The following table demonstrates the anticipated impact of a parallel interest rate shift on the Company’s net interest income for the subsequent twelve months:

	Change in Net Interest Income
Change in Interest Rates	December 31,
(in basis points)	2013	2012
+300	3%	1%
+200	2%	1%
+100	1%	—%
-100	N/A *	N/A *

* Certain short-term interest rates are currently below 1%. Therefore, in a scenario where interest rates decline by 100 basis points, short-term interest rates decline to zero, resulting in a non-parallel downward shift. In this interest rate scenario, net interest income is estimated to decline for the subsequent twelve months by 2% and 3% based upon net interest income for the twelve months ended December 31, 2013 and 2012, respectively.

The Federal Reserve continues to indicate that the federal funds rate will remain at lower levels for a considerable time.  As illustrated in the table above, based upon current interest rate modeling forecasts the Company continues to have a modest asset sensitive interest rate risk profile.

The results of the net interest income analysis fall within the compliance guidelines established by ALCO and the Board of Directors.

51

Capital Adequacy

Information regarding the Company’s capital ratios are set forth in Footnote 15 to the consolidated financial statements included in Item 8 of this Report and is incorporated herein by reference.  Capital performance ratios for the Company can be found in Item 6 of this Report.

Quarterly Consolidated Financial Data (Unaudited)

The following table represents summarized quarterly financial data of the Company, which, in the opinion of management, reflects all adjustments (comprising only normal recurring accruals) necessary for a fair presentation:

(dollars in thousands, except per share data)	Three months ended
	December 31		September 30		June 30			March 31
2013
Interest income	$	72,085	$	71,498	$	72,101		$	72,595
Interest expense	8,013		8,386		8,847			10,971
Net interest income	64,072		63,112		63,254			61,624
Provision for loan losses	1,000		1,250		1,500			1,500
Gains (losses) on investment securities	—		7		22			25
Income before income taxes	27,953		33,067		33,569			(31,621		)
Net income (loss)	21,212		24,560		25,019			(17,404		)
Per Share Data:
Basic earnings	0.15		0.17		0.17			(0.12		)
Diluted earnings	0.15		0.17		0.17			(0.12		)
2012
Interest income	$	77,174	$	78,344	$	79,896		$	81,414
Interest expense	13,739		14,790		16,697			17,596
Net interest income	63,435		63,554		63,199			63,818
Provision for loan losses	2,000		2,000		2,000			2,000
Gains (losses) on investment securities	4		—		(123		)	—
Other-than-temporary impairment on investment securities	—		—		(154		)	—
Income before income taxes	33,679		34,980		29,386			33,619
Net income	25,144		26,016		22,448			25,302
Per Share Data:
Basic earnings	0.17		0.17		0.15			0.17
Diluted earnings	0.17		0.17		0.15			0.17

RECENT ACCOUNTING PRONOUNCEMENTS

Information on recent accounting pronouncements are set forth in Footnote 1 to the consolidated financial statements included in Item 8 of this Report and is incorporated herein by reference.

OFF-BALANCE SHEET ARRANGEMENTS

The Company is a party to certain financial instruments with off-balance sheet risks.  For more information, refer to Footnote 12 to the consolidated financial statements included in Item 8 of this Report. 

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information with respect to quantitative and qualitative disclosures about market risk can be found under "Liquidity, Commitments, Capital, and Interest Rate Sensitivity" in Item 7 of this Report.

52

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

National Penn Bancshares, Inc.:

We have audited the accompanying consolidated balance sheets of National Penn Bancshares, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the three‑year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 3, 2014 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ KPMG LLP

Philadelphia, Pennsylvania

March 3, 2014

53

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

National Penn Bancshares, Inc.:

We have audited National Penn Bancshares, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated March 3, 2014 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Philadelphia, Pennsylvania

March 3, 2014

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NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(dollars in thousands)	December 31,
	2013			2012
ASSETS
Cash and due from banks	$	102,241		$	145,688
Interest-earning deposits with banks	181,282			282,440
Total cash and cash equivalents	283,523			428,128
Investment securities available-for-sale, at fair value	1,894,107			1,802,213
Investment securities held-to-maturity
(Fair value $452,202 and $499,149 for 2013 and 2012, respectively)	438,445			464,166
Other securities	63,746			68,360
Loans held-for-sale	4,951			14,330
Loans, net of allowance for loan losses of $96,367 and $110,955 for 2013 and 2012, respectively	5,236,901			5,115,597
Premises and equipment, net	96,232			96,334
Accrued interest receivable	27,130			28,526
Bank owned life insurance	147,869			143,242
Other real estate owned and other repossessed assets	1,278			3,029
Goodwill	258,279			258,279
Other intangible assets, net	6,854			10,614
Unconsolidated investments	8,713			11,347
Other assets	123,820			85,357
TOTAL ASSETS	$	8,591,848		$	8,529,522
LIABILITIES
Non-interest bearing deposits	$	970,051		$	891,401
Interest bearing deposits	5,102,527			5,044,164
Total deposits	6,072,578			5,935,565
Customer repurchase agreements	551,736			560,065
Repurchase agreements	50,000			75,000
Short-term borrowings	—			100,000
Federal Home Loan Bank advances	603,232			464,632
Subordinated debentures	77,321			144,627
Accrued interest payable and other liabilities	105,115			88,341
TOTAL LIABILITIES	7,459,982			7,368,230
SHAREHOLDERS' EQUITY
Common stock, no stated par value; authorized 250,000,000 shares, issued: December 31, 2013 - 152,310,162; December 31, 2012 - 152,375,522	1,387,966			1,387,644
Accumulated deficit	(175,990		)	(185,680		)
Accumulated other comprehensive (loss) income	(21,157		)	24,329
Treasury stock: December 31, 2013 - 6,511,411 shares; December 31, 2012 - 7,211,937 shares	(58,953		)	(65,001		)
TOTAL SHAREHOLDERS' EQUITY	1,131,866			1,161,292
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	8,591,848		$	8,529,522
The accompanying notes are an integral part of these financial statements.

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NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(dollars in thousands, except per share data)	Year Ended December 31,
	2013			2012				2011
INTEREST INCOME
Loans, including fees	$	220,158		$	242,681			$	266,616
Investment securities
Taxable	40,497			42,725				45,810
Tax-exempt	27,421			30,052				33,307
Deposits with banks	203			1,370				1,101
Total interest income	288,279			316,828				346,834
INTEREST EXPENSE
Deposits	22,379			26,822				40,534
Customer repurchase agreements	1,805			2,116				2,506
Repurchase agreements	2,571			3,475				6,397
Short-term borrowings	41			1				—
Federal Home Loan Bank advances	6,329			22,983				28,316
Subordinated debentures	3,092			7,425				9,178
Total interest expense	36,217			62,822				86,931
Net interest income	252,062			254,006				259,903
Provision for loan losses	5,250			8,000				15,000
Net interest income after provision for loan losses	246,812			246,006				244,903
NON-INTEREST INCOME
Wealth management	27,309			24,629				23,623
Service charges on deposit accounts	15,234			15,863				18,768
Insurance commissions and fees	12,692			12,858				13,254
Cash management and electronic banking fees	18,914			18,514				18,219
Mortgage banking	6,500			7,640				4,924
Bank owned life insurance	5,116			5,109				5,474
Earnings of unconsolidated investments	710			1,487				2,161
Other operating income	9,427			9,458				8,231
Loss on sale of building	—			—				(1,000		)
Net gains (losses) from fair value changes of subordinated debentures	2,111			683				(2,530		)
Net gains (losses) on sales of investment securities	54			(119		)		2,719
Impairment losses on investment securities
Impairment related losses on investment securities	—			(154		)		—
Non credit-related losses on securities not expected to be sold recognized in other comprehensive income before tax	—			—				—
Net impairment losses on investment securities	—			(154		)		—
Total non-interest income	98,067			95,968				93,843
NON-INTEREST EXPENSE
Salaries, wages and employee benefits	117,000			124,959				122,264
Premises and equipment	30,447			28,824				28,939
FDIC insurance	5,467			4,896				9,838
Other operating expenses	58,109			51,631				60,156
Loss on debt extinguishment	64,888			—				2,633
Corporate reorganization expense	6,000			—				2,200
Total non-interest expense	281,911			210,310				226,030
Income before income taxes	62,968			131,664				112,716
Income tax expense	9,581			32,754				25,172
NET INCOME	53,387			98,910				87,544
Preferred dividends and accretion of preferred discount	—			—				(1,691		)
Accelerated accretion from redemption of preferred stock	—			—				(1,452		)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	53,387		$	98,910			$	84,401
PER SHARE OF COMMON STOCK
Basic earnings available to common shareholders	$	0.37		$	0.66			$	0.56
Diluted earnings available to common shareholders	$	0.37		$	0.66			$	0.56
Dividends paid in cash	$	0.30	(a)	$	0.41		(a)	$	0.09
(a) In lieu of a 1st quarter 2013 cash dividend, the Company paid an additional dividend of $0.10 per share in the 4th quarter of 2012.
The accompanying notes are an integral part of these financial statements.

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NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
(dollars in thousands)	2013									2012									2011
	Before Tax Amount			Tax Expense (Benefit)			Net of Tax Amount			Before Tax Amount			Tax Expense			Net of Tax Amount			Before Tax Amount			Tax Expense			Net of Tax Amount
Net income	$	62,968		$	9,581		$	53,387		$	131,664		$	32,754		$	98,910		$	112,716		$	25,172		$	87,544
Unrealized holding (losses) gains arising during the period	(81,099		)	(28,385		)	(52,714		)	7,578			2,652			4,926			55,344			19,370			35,974
Less impairment losses on investment securities realized in net income	—			—			—			(154		)	(54		)	(100		)	—			—			—
Less net gains (losses) on sales of investment securities realized in net income	54			19			35			(119		)	(42		)	(77		)	2,719			952			1,767
Unrealized (losses) gains on investment securities	(81,153		)	(28,404		)	(52,749		)	7,851			2,748			5,103			52,625			18,418			34,207
Pension adjustment	11,174			3,911			7,263			(2,412		)	(844		)	(1,568		)	(8,941		)	(3,129		)	(5,812		)
Unrealized gains on cash flow hedges	—			—			—			—			—			—			1,805			—			1,805
Other comprehensive income (loss)	(69,979		)	(24,493		)	(45,486		)	5,439			1,904			3,535			45,489			15,289			30,200
Total comprehensive income (loss)	$	(7,011	)	$	(14,912	)	$	7,901		$	137,103		$	34,658		$	102,445		$	158,205		$	40,461		$	117,744
The accompanying notes are an integral part of these financial statements.

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NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Shareholders’ Equity

(dollars in thousands, except share data)	Common					Series B Preferred Stock			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock
	Shares		Value															Total
Balance at December 31, 2010	136,792,414		$	1,292,342		$	148,441		$	(293,940	)	$	(9,406	)	$	—		$	1,137,437
Comprehensive income:
Net income									87,544									87,544
Other comprehensive income, net of taxes												30,200						30,200
Total comprehensive income																		117,744
Cash dividends declared - common									(13,651		)							(13,651		)
Cash dividends declared - preferred									(1,583		)							(1,583		)
Shares issued under share-based plans, net of excess tax benefits	760,043		7,197															7,197
Shares issued in private offering	14,330,579		84,543															84,543
Amortization of preferred discount						1,559			(1,559		)							—
Repayment of Series B Preferred Stock						(150,000		)										(150,000		)
Repurchase of common stock warrants			(1,000		)													(1,000		)
Balance at December 31, 2011	151,883,036		$	1,383,082		$	—		$	(223,189	)	$	20,794		$	—		$	1,180,687
Comprehensive income:
Net income									98,910									98,910
Other comprehensive income, net of taxes												3,535						3,535
Total comprehensive income																		102,445
Cash dividends declared - common									(61,401		)							(61,401		)
Shares issued under share-based plans, net of excess tax benefits	780,549		4,562												2,530			7,092
Treasury shares purchased	(7,500,000	)													(67,531		)	(67,531		)
Balance at December 31, 2012	145,163,585		$	1,387,644		$	—		$	(185,680	)	$	24,329		$	(65,001	)	$	1,161,292
Comprehensive income:
Net income									53,387									53,387
Other comprehensive loss, net of taxes												(45,486		)				(45,486		)
Total comprehensive income																		7,901
Cash dividends declared - common									(43,697		)							(43,697		)
Shares issued under share-based plans, net of excess tax benefits	635,166		322												6,048			6,370
Balance at December 31, 2013	145,798,751		$	1,387,966		$	—		$	(175,990	)	$	(21,157	)	$	(58,953	)	$	1,131,866
The accompanying notes are an integral part of these financial statements.

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NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flow

(dollars in thousands)	Year Ended December 31,
	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	53,387		$	98,910		$	87,544
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	5,250			8,000			15,000
Depreciation and amortization	13,000			17,392			15,108
Amortization of premiums and discounts on investment securities, net	2,622			3,923			2,480
(Gains) losses from sale of investment securities, net	(54		)	119			(2,719		)
Impairment of investment securities	—			154			—
Decrease (increase) in fair value of subordinated debentures	(2,111		)	(683		)	2,530
Bank owned life insurance policy income	(5,116		)	(5,109		)	(5,474		)
Share-based compensation expense	3,309			3,513			3,808
Unconsolidated investment distributions (gains), net	2,634			826			(691		)
Loans originated for resale	(177,012		)	(237,115		)	(144,846		)
Proceeds from sale of loans originated for resale	191,556			240,904			148,936
Gains on sale of loans, net	(5,165		)	(5,903		)	(3,521		)
(Gains) losses on sale of other real estate owned, net	(332		)	1,287			261
(Gains) losses on sale of buildings	(301		)	—			1,000
Loss on debt extinguishment	64,888			—			2,633
Changes in assets and liabilities:
Decrease in accrued interest receivable	1,396			2,465			2,838
Decrease in accrued interest payable	(1,578		)	(4,528		)	(5,413		)
(Increase) decrease in other assets	(13,740		)	13,096			12,952
Increase in other liabilities	29,424			29,857			8,775
Net cash provided by operating activities	162,057			167,108			141,201
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and repayments of investment securities held-to-maturity	25,499			31,937			49,821
Proceeds from maturities and repayments of investment securities available-for-sale	433,200			402,516			343,847
Proceeds from sale of investment securities available-for-sale	3,432			1,876			114,378
Purchase of investment securities available-for-sale	(612,024		)	(455,459		)	(519,699		)
Proceeds from sale of other securities	4,614			2,158			10,097
Proceeds from sale of loans previously held for investment	3,764			2,735			7,104
(Increase) decrease in loans	(131,552		)	(79,429		)	90,249
Purchases of premises and equipment	(9,590		)	(9,819		)	(6,844		)
Proceeds from sale of other real estate owned	3,317			5,740			867
Claims from and surrender of bank owned life insurance	—			—			1,322
Proceeds from sale of buildings	868			—			5,536
Net cash (used in) provided by investing activities	(278,472		)	(97,745		)	96,678
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in transaction and savings accounts	321,512			202,812			193,669
Net decrease in time deposits	(184,499		)	(142,066		)	(378,023		)
Net (decrease) increase in customer repurchase agreements	(8,329		)	36,087			(45,477		)
(Decrease) increase in short-term borrowings	(100,000		)	100,000			(10,000		)
Decrease in repurchase agreements	(25,000		)	(10,000		)	(80,000		)
Net increase (decrease) in FHLB advances	73,597			(154,032		)	(89,352		)
Repayment of subordinated debentures	(65,206		)	—			—
Proceeds from shares issued, share-based plans	3,428			3,565			3,270
Excess tax benefit (expense) on share-based plans	4			(191		)	(197		)
Issuance of common shares in private placement	—			—			84,543
Repayment of Series B Preferred Stock	—			—			(150,000		)
Repurchase of common stock warrants	—			—			(1,000		)
Purchase of treasury stock	—			(67,531		)	—
Cash dividends, common	(43,697		)	(61,401		)	(13,651		)
Cash dividends, preferred	—			—			(2,521		)
Net cash used in financing activities	(28,190		)	(92,757		)	(488,739		)
Net decrease in cash and cash equivalents	(144,605		)	(23,394		)	(250,860		)
Cash and cash equivalents at beginning of year	428,128			451,522			702,382
Cash and cash equivalents at end of year	$	283,523		$	428,128		$	451,522
The accompanying notes are an integral part of these statements.

59

NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

Supplemental Cash Flow Disclosures

The Company considers cash and due from banks and interest bearing deposits with banks as cash equivalents for the purposes of reporting cash flows.  Cash paid for interest and taxes is as follows:

(dollars in thousands)	Year Ended December 31,
	2013		2012		2011
Interest	$	37,796	$	67,351	$	92,370
Taxes	$	5,694	$	22,281	$	20,786

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NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements Table of Contents

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

National Penn Bancshares, Inc. (the “Company” or “National Penn”), primarily through its national bank subsidiary, National Penn Bank (“NPB”) serves residents and businesses primarily in eastern and central Pennsylvania.  NPB, which has 120 retail branch office locations (119 in Pennsylvania and one in Cecil County, Maryland), is a locally managed community bank providing commercial banking products, primarily loans and deposits.  

The Company’s financial service units consist of an array of investment, insurance and employee benefit services through its non-bank subsidiaries. National Penn’s financial services affiliates consist of National Penn Wealth Management, N.A., including its National Penn Investors Trust Company division; National Penn Capital Advisors, Inc.; Institutional Advisors, LLC; and National Penn Insurance Services Group, Inc., including its Higgins Insurance and Caruso Benefits divisions.

The Company and its operating subsidiaries compete for market share in the communities they serve with other bank holding companies, community banks, thrift institutions and other non-bank financial organizations, such as mutual fund companies, insurance companies and brokerage companies.

The Company and its operating subsidiaries are subject to regulations of certain state and federal agencies.  These regulatory agencies periodically examine the Company and its subsidiaries for adherence to laws and regulations.  As a consequence, the cost of doing business may be affected.

Basis of Financial Statement Presentation

The accounting policies followed by the Company conform with accounting principles generally accepted in the United States of America (“GAAP”) and predominant practice within the banking industry.

The consolidated financial statements include the accounts of the Company and the Company’s direct and indirect wholly owned subsidiaries.  The Company’s unconsolidated subsidiaries, representing investments in joint ventures, and other entities are accounted for using the equity method of accounting.  All material inter-company balances have been eliminated.

Reclassifications

Certain prior year amounts have been reclassified to conform to current period classifications. These reclassifications did not have a material impact on our consolidated financial condition or results of operations.

Use of Estimates

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the balance sheets, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The principal estimates that are susceptible to significant change in the near term relate to the allowance for loan losses, goodwill and intangible assets, income taxes, and other-than-temporary impairment. Management’s practice is to retain supporting files for all accounting entries made, but in particular to organize, support and prepare clarifying memoranda for items in the financial statements requiring significant judgment.

Business Combinations

At the date of acquisition the Company records the net assets of acquired companies on the consolidated balance sheet at their estimated fair value, and goodwill is recognized for the excess of the purchase price over the estimated fair value of acquired net assets. The results of operations for acquired companies are included in the Company’s consolidated statement of income beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the consolidated statement of income during the period incurred.

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NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements Table of Contents

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Revenue Recognition

The Company recognizes revenue in the consolidated statement of income as it is earned and when collectability is reasonably assured. The primary source of revenue is interest income from interest earning assets, which is recognized on the accrual basis of accounting using the effective interest method. The recognition of revenues from interest earning assets is based upon formulas from underlying loan agreements, securities contracts or other similar contracts. Non-interest income is recognized on the accrual basis of accounting as services are provided or as transactions occur. Non-interest income includes fees from wealth management services, deposit accounts, sales of insurance products, cash management and electronic banking services, mortgage banking activities, standby letters of credit and financial guarantees, and other miscellaneous services and transactions.

Advertising Costs

Advertising costs are recorded in the period they are incurred within other operating expenses in non-interest expense in the consolidated statement of income. Advertising expense was $5.5 million, $5.6 million, and $5.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Cash and Cash Equivalents

Cash and due from banks and interest bearing deposits with banks comprise “cash and cash equivalents” on the consolidated balance sheet and statement of cash flows.  Cash held on deposit with other financial institutions is in excess of FDIC insurance limits.

The Company is required to maintain cash reserves that are considered restrictions on cash and due from banks shown on our consolidated balance sheet. These restrictions consist of required reserves with the Federal Reserve Bank related to our deposit liabilities and cash collateral related to international letters of credit and interest rate swaps with financial institution counterparties. Total restricted cash was $52.4 million and $88.7 million for the years ended December 31, 2013 and 2012, respectively.

Investment Securities and Other Investments

Investment securities which are held for indefinite periods of time, which management intends to use as part of its asset/liability strategy, or which may be sold in response to changes in interest rates, changes in prepayment risk, increases in capital requirements, or other similar factors, are classified as available-for-sale and are recorded at their estimated fair value on the consolidated balance sheet. Changes in unrealized gains and losses for such securities, net of tax, are reported in accumulated other comprehensive income as a separate component of shareholders’ equity and are excluded from the determination of net income. Investment securities which have stated maturities for which the Company has the intent and ability to hold until the maturity date are classified as held-to-maturity and are recorded at amortized cost on the consolidated balance sheet.

Interest from debt securities is recognized in interest income inclusive of adjustments for amortization of purchase premiums and accretion of purchase discounts using the interest method. Dividends from investments in equity securities are accrued in interest income in the consolidated statement of income when they are declared. Gains or losses from the disposition of investment securities are recognized at the trade date as non-interest income in the consolidated statement of income, based on the net proceeds and cost of the securities sold, adjusted for amortization of premiums and accretion of discounts, using the specific identification method.

When the fair value of an investment security is less than the carrying value, the security is considered to be impaired, and as such the Company reviews the security for the presence of other-than-temporary impairment ("OTTI"). This analysis is performed at least quarterly, and includes the consideration of numerous factors including the time period for which the fair value has been less than the carrying value, curtailment or suspension of dividends or cash flows, deterioration of financial performance or the creditworthiness of the issuer, performance of any underlying collateral, and negative trends in a particular industry or sector. The conclusion as to whether OTTI exists for an investment security is ultimately based upon the Company’s evaluation of the investment’s recoverability above its carrying value and its timing. In addition, the Company considers whether it plans to sell an investment security and whether it may be required to sell the security prior to recovery of its carrying value.

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When the Company concludes an investment security is other-than-temporarily impaired, a loss for the difference between the investment security’s carrying value and the fair value is recognized as a reduction to non-interest income in the consolidated statement of income. For an investment in a debt security, if the Company does not intend to sell the investment security and concludes that it is not more likely than not it will be required to sell the security before recovering the carrying value, which may be maturity, the OTTI charge is separated into the "credit" and "other" components. The "other" component of the OTTI is included in other comprehensive income, net of the tax effect, and the "credit" component of the OTTI is included in the consolidated statement of income as a reduction to non-interest income.

Other investments are comprised of Federal Home Loan Bank ("FHLB") of Pittsburgh stock and Federal Reserve Bank stock. Federal Reserve Bank stock is an equity interest in the Philadelphia Federal Reserve Bank that is required of member banks. The required subscription for Federal Reserve Bank stock is equal to 6% of National Penn Bank’s capital and surplus. The stock is not transferable and additional purchases or cancellations of the stock are transacted directly with the Federal Reserve Bank of Philadelphia. FHLB stock is an equity interest that can be sold to the issuing FHLB, to other FHLBs, or to other member banks at its par value. Because ownership of these securities is restricted, they do not have a readily determinable fair value. As such, the Company’s other investments are recorded at cost or par value and are evaluated for impairment each reporting period by considering the ultimate recoverability of the investment rather than temporary declines in value.  The Company’s evaluation primarily includes an evaluation of liquidity, capitalization, operating performance, commitments, and regulatory or legislative events.

Loans and Leases

Loans that management has the intent to hold for the foreseeable future or until maturity or payoff are considered held for investment and are reported at the amount of unpaid principal, net of unearned income, unamortized deferred fees and origination costs, commitment fees, and premiums or discounts on acquired loans. The Company also estimates an allowance for loan losses, which is netted from the carrying amount of loans presented on the consolidated balance sheet. Interest on loans is calculated based upon the principal amount outstanding. Net deferred fees on Company originated loans, consisting of origination and commitment fees and direct loan origination costs, are amortized over the contractual life of the related loans using the interest method, which results in an adjustment of the related loan’s yield. Premiums or discounts resulting from loans acquired are included or netted with the balance of unpaid principal on the consolidated balance sheet and are also deferred and amortized over the contractual life of the loan using the interest method.

Loans are placed on non-accrual status and accrual of interest is suspended on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of all contractually required payments is no longer probable. When a loan is on non-accrual status, payments are applied in their entirety to principal. If a borrower’s financial condition improves to the point where management believes that collection of the remaining principal and interest is probable, management may restore the loan to accrual status, at which time payments received are applied to both principal and interest and recognition of interest income continues. Generally, loans are placed on non-accrual status when they reach 90 days past due based on the contractual terms of the loan agreement.

Direct financing leases are carried at the aggregate of the lease payments plus the estimated residual value of the leased property, net of unearned income and deferred initial direct costs. Interest income on leases is recognized using the interest method over the lease term, which incorporates amortization of deferred initial direct costs as an adjustment to the lease’s yield. Residual values for leases are reviewed for impairment at least annually based upon historical performance, independent appraisals, and industry data. Valuation adjustments to residual values are included in other operating expenses within non-interest expense in the consolidated statement of income. Gains or losses from the sale of leased assets are also included in other operating income within non-interest income in the statement of income.

Equipment underlying leases to customers for which a sale to the lessee is not implied or imminent is reported on the consolidated balance sheet within premises and equipment and is depreciated over its useful life. In the event that the lessee fails to meet a contractual leasing obligation, the remaining carrying value is considered a non-performing asset, including any underlying equipment which may be repossessed.

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Loans Held-For-Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value on the consolidated balance sheet, and these loans are traditionally sold servicing released. The fair value of loans held-for-sale is estimated based upon the contractually agreed upon sales price to investors. Write-downs to fair value, if any, are reflected through a valuation allowance netted from the cost basis of the loans on the consolidated balance sheet and a related expense recorded as a reduction to mortgage banking income in the consolidated statement of income. At disposition, the difference between the net proceeds received and the carrying value of the loan is recorded as a gain or loss within mortgage banking income in the consolidated statement of income. Estimated credit losses, if any, on loans transferred to held-for-sale, which management previously intended to hold for investment, are charged to the allowance at the time of transfer. Non-credit related losses, if any, or subsequent gains or losses upon disposition are recorded in other operating expenses within non-interest expense on the consolidated statement of income. Valuations of non-mortgage loans transferred to held-for-sale are performed on an individual basis.

Non-Performing Assets

Assets which are otherwise considered earning assets may cease to perform according to their original terms and become non-performing assets. The Company’s non-performing assets consist of non-accrual loans, loans defined as troubled debt restructurings, and other real estate owned. On an ongoing basis, the Company monitors economic conditions and reviews borrower financial results, collateral values, and compliance with payment terms and covenant requirements in order to identify problems in loan relationships. All problem loans are reviewed regularly for impairment. When management believes that the collection of all or a portion of principal and interest is no longer probable, the accrual of interest is suspended, and payments for interest are applied to principal until the Company determines that all remaining principal and interest can be recovered. This may occur at any time regardless of delinquency status, however, loans 90 days or more past due are reviewed monthly to determine whether interest accrual should continue. Loans for which the accrual of interest has been suspended are categorized as non-accrual loans.

Through negotiations with a borrower, the Company may restructure a loan prior to or at its contractual maturity. Modification of a loan’s terms constitutes a troubled debt restructuring ("TDR") if the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession that it would not otherwise consider. The Company restructures loans in an attempt to preserve or improve the economic recovery of principal and/or interest due from a borrower. Not all modifications of loan terms automatically result in a TDR, only modifications which are concessions (terms not otherwise attainable) to a borrower experiencing financial distress constitute TDRs. TDRs are disclosed as restructured loans. TDRs and non-accrual loans comprise the Company’s impaired loans which are evaluated individually for purposes of determining the allowance for loan losses.

Other real estate owned ("OREO") results from the acquisition of real estate through foreclosure, abandonment, or conveyance of deed in lieu of foreclosure of a loan. OREO is carried on the consolidated balance sheet within OREO and other repossessed assets at the estimated fair value of the real estate less expected costs to sell at the acquisition date. Any loss upon reclassification from loans to OREO is recognized as a charge to the allowance for loan losses. During the holding period, OREO continues to be measured at the lower of its carrying amount or estimated fair value less costs to sell, and any valuation adjustment and gains or losses upon disposition are recognized within other operating income within non-interest income in the consolidated statement of income. OREO is evaluated individually rather than as a group, unless the circumstances render the group measurement to be a more appropriate basis as determined by management.

Significant Concentrations of Credit Risk

Most of the Company’s activities are with customers located throughout eastern and central Pennsylvania. The Company’s commercial portfolio has a concentration in loans to commercial real estate investors and developers as defined by regulation. There are numerous risks associated with commercial loans that could impact the borrower’s ability to repay on a timely basis. They include, but are not limited to: the owner’s business expertise; changes in local, national, and in some cases international economies; competition; governmental regulation; and the general financial stability of the borrowing entity.

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The Company attempts to mitigate these risks by completing an analysis of the borrower’s business and industry history, the borrower’s financial position, as well as that of the business owner. The Company will also require the borrower to periodically provide financial information on the operation of the business over the life of the loan. In addition, most commercial loans are secured by assets of the business or those of the business owner, which can be liquidated if the borrower defaults, along with the personal surety of the business owner.

Allowance for Loan Losses

Management conducts an analysis of the loan portfolio to estimate the amount of the allowance for loan losses (allowance) which is adequate to absorb inherent losses on existing loans. The allowance is established through a provision for loan losses charged as an expense in the consolidated statement of income. Loans are charged-off to the allowance when management believes that the collectability of the principal is less than probable and sufficient information exists to make a reasonable estimate of the inherent loss or a loss event has been confirmed.

The evaluation of the adequacy of the allowance includes an analysis of individual loans and groups of homogeneous loans. Loans in the portfolio are segregated by risk characteristics. This is primarily accomplished by separating loan types as well as loan risk designations including, but not limited to: loans classified as Substandard or Doubtful as defined by regulation; loans criticized internally or designated as Special Mention; and loans specifically identified by management as impaired.

The analysis of individual loans and analytical processes performed by management in the calculation of the allowance is ongoing, and adjustments may be made based on the assessment of internal and external influences on credit quality. Those influences include, but are not limited to: unemployment, delinquency and non-accrual rates, trends in loan volume, portfolio growth, portfolio concentrations, Board and loan review oversight, exceptions to policy, competition and other external factors, and/or changes in value of collateral dependent loans.

The Company evaluates economic conditions and reviews borrower financial results, collateral values, and compliance with contractual payment terms and covenant requirements in order to monitor loan relationships. A classified loan is one which is paying as agreed, but based upon management’s analysis is determined to be inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. All classified loans are evaluated to determine whether they are non-performing or whether it is probable they will become non-performing, based on facts and circumstances.

When management believes that the collection of all or a portion of principal and interest is no longer probable, the loan is placed on non-performing status, accrual of interest is suspended, and payments for interest are applied to principal until the Company determines that all remaining principal and interest can be recovered. This may occur at any time regardless of delinquency, however, loans 90 days or more past due are reviewed monthly to determine whether the accrual of interest should continue. Because all or a portion of the contractual cash flows are not expected to be collected in accordance with the underlying loan agreements, the loan is considered to be impaired, and the Company estimates and records impairment based upon the present value of the expected cash flows it will be able to collect.

Values of collateral securing commercial loans are confirmed through regular updates and reviews, but at a minimum are updated every twelve months for all loans designated as Special Mention or Classified, every six to nine months for land loans. During the period between appraisal order and completion, management makes an estimate of collateral values based on available market information and other recent appraisal results.

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Specific Reserves

Specific reserves are an estimation of losses specific to individual impaired loans. All non-performing and restructured loans are evaluated to determine the amount of specific reserve or the required charge-off, if any, to reduce the current carrying value of the individual loan to its net realizable value based on an analysis of the available sources of repayment, including liquidation of collateral. The net realizable value is estimated as the present value of expected future cash flows discounted at the loan’s effective interest rate, the observable market price if the loan is expected to be sold, or, if collateral dependent, the estimated fair value of the collateral less costs to sell based on recent appraisals. A specific reserve may be established instead of a charge-off when sufficient information exists to make a reasonable estimate of the loss but where a loss event has not yet been confirmed. While every impaired loan is individually evaluated, not every impaired loan requires a specific reserve. Specific reserves fluctuate based on changes in the collectability of underlying loans and any previously recorded charge-offs. A confirmed loss event could be a payment delinquency of typically 90 days or greater, bankruptcy, fraud, death, or defunct status of a business, project or development. Impaired loans are excluded from the calculation of allocated reserves as described below.

Charge-offs

Commercial and industrial loans are charged-off in whole or in part when they become 90 or more days delinquent based upon the terms of the underlying loan contract and when full collectability of the principal balance is no longer probable. Because all or a portion of the contractual cash flows are not expected to be collected, the loan is considered to be impaired, and the Company estimates and records impairment based upon the present value of the expected cash flows it will be able to collect. Loans in bankruptcy and loans to defunct businesses are charged-off to the estimated fair value of collateral, less costs to sell.

Commercial real estate loans are charged-off in whole or in part when they become 90 or more days delinquent based upon the terms of the underlying loan contract and when a collateral deficiency exists. Because all or a portion of the contractual cash flows are not expected to be collected, the loan is considered to be impaired, and the Company estimates and records impairment based upon the expected cash flows it will be able to collect, which is generally from the liquidation of the pledged collateral. Loans in bankruptcy and loans to defunct projects or development businesses are charged-off to the estimated fair value of collateral, less costs to sell.

Consumer loans are charged-off when they become non-performing, which is no later than when they become 90 days past due. At that time, the amount of the estimated collateral deficiency, if any, is charged-off for loans secured by collateral, all other loans are charged-off in full. Loans in which the borrower is in bankruptcy are charged-off within 60 days of receipt of notification of the bankruptcy filing or within the timeframes specified in policy, whichever is shorter, unless it can be established that repayment is likely to occur. Loans with collateral are charged-down to the estimated fair value of collateral, less costs to sell.

Allocated Reserves

Allocated reserves represent an allowance for groups of homogeneous loans which are similar in nature and as such are not individually evaluated for impairment. Allocated reserves are applied to both the non-criticized and criticized and classified portions of each portfolio. The Company segregates the loan portfolio into strata based upon risk characteristics which reflect the behavior and performance of the underlying loans.

Classified and criticized loans are stratified based upon underlying loan types and characteristics and are separately evaluated to determine the amount of reserve considered adequate. Loss factors are based on the loan type, performance trends, portfolio characteristics, risk, and assigned ratings.

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For pass-rated loans, an estimate of inherent loss is made by applying portfolio-specific environmental and historical loss factors to the period-end balances of each loan category. Environmental factors are applied in addition to historical loss factors to reflect trends which management believes are not fully incorporated in historical net charge-off ratios. Environmental factors include: unemployment, delinquency and non-accrual rates, trends in loan volume and portfolio growth, portfolio concentrations, Board and loan review oversight, exceptions to policy, experience of management, competition and other external factors, and changes in the fair value of collateral dependent loans. A historical loss factor is generated using actual losses for the preceding twelve quarters from the current quarter end. The loss percentages are weighted to utilize the most relevant and current loss experience.

Unallocated Reserve

The unallocated reserve addresses inherent losses not included elsewhere in the allowance. It represents an element in the adequacy of the allowance given the nature of the calculation and the inherent imprecision and uncertainty as to estimated losses.

Premises and Equipment

Land is stated at cost. Buildings, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization which is generally computed on a straight-line basis over the estimated useful life of the asset. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated economic life or the lease term. Depreciation and amortization expense for premises and equipment is included in premises and equipment expense in the consolidated statement of income.

The Company leases certain premises and equipment under non-cancellable operating leases. Certain leases contain renewal options and rent escalation clauses calling for rent increases over the term of the lease. Rental expense for all leases which contain escalation clauses are accounted for on a straight-line basis over the lease term.

Expenses for maintenance and repairs are recorded in premises and equipment expense in the consolidated statement of income as they are incurred.

Accrued Interest Receivable    

The Company records interest income on interest earning assets on the accrual basis which results in the recognition of interest income recorded in the consolidated statement of income before it is received. The consolidated balance sheet includes the amount of interest earned on the accrual basis of accounting but not yet received as of the date presented. The balance is primarily comprised of interest earned on loans to customers and dividends and interest on investment securities.

Bank Owned Life Insurance

The Company invests in bank owned life insurance ("BOLI") policies that provide earnings to help cover the cost of employee benefit plans. The Company is the owner and beneficiary of the life insurance policies it purchased directly on a chosen group of employees or it obtained through acquisitions of other institutions that previously purchased the policies. The policies are carried on the Company’s consolidated balance sheet at their cash surrender value and are subject to regulatory capital requirements. The determination of the cash surrender value includes a full evaluation of the contractual terms of each policy and assumes the surrender of policies on an individual-life by individual-life basis. Additionally, the Company periodically reviews the creditworthiness of the insurance companies that have underwritten the policies. Earnings accruing to the Company are derived from the general account investments of the insurance companies. Increases in the net cash surrender value of BOLI policies and insurance proceeds received are not taxable and are recorded in non-interest income in the consolidated statement of income.

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Goodwill and Other Intangible Assets

Goodwill is recognized for the excess of the purchase price over the estimated fair value of acquired net assets in a business combination. Goodwill is not amortized but is reviewed for potential impairment on at least an annual basis, which the Company performs during the second quarter of each year. The Company has the option of performing a qualitative assessment to determine whether it is more likely than not that the fair value of one of the Company’s identified reporting units is less than its carrying value. If the results of the qualitative assessment indicate the potential for impairment, the Company would perform the two-step goodwill impairment analysis.

In performing the two-step goodwill impairment analysis, if necessary, the estimated fair value of each reporting unit is compared to its carrying value, inclusive of the goodwill assigned to it. If the carrying value of a reporting unit exceeds the estimated fair value, an indicator of goodwill impairment exists and a second step is performed to determine if any goodwill impairment exists. In the second step, the Company calculates the implied value of goodwill by emulating a business combination for each reporting unit. This step subtracts the estimated fair value of net assets in the reporting unit from the step one estimated fair value to determine the implied value of goodwill. If the implied value of goodwill exceeds the carrying value of goodwill allocated to the reporting unit, goodwill is not impaired, but if the implied value of goodwill is less than the carrying value of the goodwill allocated to the reporting unit, an impairment charge is recognized for the difference in the consolidated statement of income with a corresponding reduction to goodwill on the consolidated balance sheet. The Company’s business segments are its reporting units which are community banking and other for purposes of the goodwill impairment analysis.

In performing its analysis of goodwill impairment, the Company makes significant judgments, particularly with respect to estimating the fair value of each reporting unit and if the second step is required, estimating the fair value of net assets. The Company evaluates each reporting unit and estimates a fair value as though it were an acquirer. The estimates utilize historical data, cash flows, and market and industry data specific to each reporting unit. Industry and market data is used to develop material assumptions such as transaction multiples, required rates of return, control premiums, transaction costs and synergies of a transaction, and capitalization.

On an interim basis, the Company evaluates whether circumstances are present that could indicate potential impairment of its goodwill. These circumstances include, but are not limited to, prolonged trading value of the Company’s common stock relative to its book value, adverse changes in the business or legal climate, actions by regulators or loss of key personnel. When the Company determines that these or other circumstances are present, the Company tests the carrying value of goodwill for impairment at an interim date.

Other intangible assets are specifically identified intangible assets created from a business combination. Core deposit intangibles represent the value of checking, savings and other acquired, low-cost deposits. Core deposit intangibles are amortized over the lesser of the estimated lives of deposit accounts or ten years on an accelerated basis. Decreases in deposit lives may result in increased amortization and/or an impairment charge. Other intangible assets also include customer lists and covenants not to compete. These assets are amortized over the lesser of their contractual life or estimated economic life on a straight-line basis.

Unconsolidated Investments Under the Equity Method

The Company invests in partnerships and other non-consolidated businesses. These investments typically range from 20% ownership up to 50% and are accounted for using the equity method. The Company’s proportionate share of income or loss on equity method investments is recorded in non-interest income in the consolidated statement of income using the accrual basis of accounting. Cash received by the Company for dividends or distributions on these investments reduces the carrying value of the equity method investment on the consolidated balance sheet. These investments are reviewed at least annually for other-than-temporary declines below the investment’s carrying value. Consideration is given to a number of variables, including any expected tax credits or other similar benefits from each investment. Impairment charges are recorded as a reduction to the investment’s carrying value on the consolidated balance sheet and to non-interest income in the consolidated statement of income.

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Repurchase Agreements

The Company’s repurchase agreements are secured borrowing transactions collateralized by investment securities. The Company sells investment securities to counterparties with an agreement to repurchase the exact or substantially the same securities at a specified date. On the trade date, the Company records a liability on the consolidated balance sheet for the amount for which securities will be subsequently reacquired, including accrued interest, based upon the contractual term of the transaction. Interest expense from repurchase agreements is recognized on the accrual basis of accounting in the consolidated statement of income.

The securities underlying repurchase agreements are identified and disclosed as pledged for this purpose in the notes to the financial statements. The investment securities remain on the Company’s consolidated balance sheet and are accounted for consistent with the Company’s other investment securities available-for-sale. Repurchase agreements are satisfied by the payment of cash from the Company to the counterparty at which time the securities identified in the transaction are no longer considered pledged.

Subordinated Debentures

At the beginning of 2013, the Company had five established statutory business Trusts: NPB Capital Trust II, NPB Capital Trust III, NPB Capital Trust IV, NPB Capital Trust V and NPB Capital Trust VI (“Trusts”). On March 7, 2013, the Company redeemed all of the subordinated debentures issued by NPB Capital Trust II. The Company owns all of the common capital securities of the remaining Trusts. The Trusts issued preferred capital securities to investors and invested the proceeds in junior subordinated debentures issued by the Company. These debentures are the sole assets of the Trusts, which are considered variable interest entities. The Company is not the variable interest holder, and as such does not consolidate the Trusts. The liabilities to the Trusts are reflected as subordinated debentures on the Company’s consolidated balance sheet, and the common capital securities are included in other assets. Interest is paid on amounts borrowed from the Trusts and recorded in interest expense in the consolidated statement of income on the accrual basis of accounting.

Costs related to the issuance of subordinated debentures are being amortized over the life of the instruments as an increase to interest expense in the consolidated statement of income using the interest method. The unamortized portion of the issuance costs is included within other assets on the consolidated balance sheet.

The Company’s maximum exposure to the Trusts is $75 million, which is the Company’s liability to the Trusts and includes the Company’s investment in the Trusts.

On January 1, 2007, the Company made an accounting policy election to record $65.2 million of debentures issued to NPB Capital Trust II on August 20, 2002 at fair value on the consolidated balance sheet. Prior to its redemption in the first quarter of 2013, changes in the estimated fair value for each reporting period were reported as net gains (losses) from fair value changes within non-interest income in the consolidated statement of income.

Employee Benefit Plans

The Company accrues for benefits to employees and executive officers resulting from established plans and other contracts which are generally non-contributory. The benefits associated with these arrangements and plans are earned over a service period, and the Company estimates the amount of expense applicable to each plan or contract and includes it in salaries, wages and employee benefits expense in the consolidated statement of income for each period. The estimated obligations for the plans and contracts are reflected as liabilities on the consolidated balance sheet. The determination of each obligation and the related expense is based upon formulas in plan documents or agreements, but also requires judgment on the part of the Company to determine the assumptions applied to each formula. In addition, for the non-contributory pension plan there are amounts included in accumulated other comprehensive income (loss) related certain costs which require recognition over the course of several reporting periods.

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Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recorded on the consolidated balance sheet for future tax events that arise from the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates. Changes in tax rates are recognized in the Company’s financial statements during the period they are enacted. When a deferred tax asset or liability, or a change thereto, is recorded on the consolidated balance sheet, deferred tax expense or benefit is recorded within the income tax expense line of the consolidated statement of income for purposes of determining the current period’s net income.

Deferred tax assets are recorded on the consolidated balance sheet at net realizable value. The Company periodically performs an assessment to evaluate the amount of deferred tax assets it is more likely than not to realize. Realization of deferred tax assets is dependent upon the amount of taxable income expected in future periods, as tax benefits require taxable income to be realized. If a valuation allowance is required, the deferred tax asset on the consolidated balance sheet is reduced via a corresponding income tax expense in the consolidated statement of income.

The Company recognizes the benefit of a tax position in the financial statements only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. For these analyses, the Company may engage attorneys to provide opinions related to certain positions. Any interest and penalties, when applicable, related to uncertain tax positions is recognized in income tax expense in the consolidated statement of income.

Financial Instruments with Off-Balance-Sheet Risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, standby letters of credit, forward sale commitments, and interest rate swaps. Certain of those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of these instruments. The Company uses the same credit policies in making commitments and contractual obligations as it does for on-balance-sheet instruments. For interest rate swaps, the contract or notional amounts do not represent exposure to credit loss, but rather the credit risk is consistent with the estimated fair value due from counterparties to these contracts. The Company controls the credit risk of its interest rate swap agreements through credit approvals, limits and monitoring procedures. The Company reflects its estimate of credit risk for these instruments (including unfunded commitments, letters of credit, and interest rate swaps) in other liabilities on the consolidated balance sheet with the offsetting expense recorded in other operating expenses in the consolidated statement of income.

Financial instruments that are derivatives are reported at estimated fair value within other assets or other liabilities on the consolidated balance sheet. An instrument is generally considered a derivative if it is based on one or more underlyings, no (or a minimal) initial net investment is required, and the contract can be net settled. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated or qualifying as hedges, the gain or loss is included in the determination of net income. For derivatives designated and qualifying as hedges, only the ineffective portion is included in the determination of net income, the effective portion is included in the determination of net income consistent with the hedged item.

The Company enters into interest rate swaps (swaps) to facilitate customer transactions and meet their financing needs. These swaps are considered derivatives, but are not designated in hedging relationships. These instruments have interest rate and credit risk associated with them. To mitigate the interest rate risk, the Company enters into offsetting interest rate swaps with counterparties. The counterparty swaps are also considered derivatives and are also not designated in hedging relationships. Interest rate swaps are recorded within other assets or other liabilities on the consolidated balance sheet 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.

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The Company may enter into interest rate swap contracts in order to hedge its exposure to the variability of cash flows on certain floating-rate obligations. Cash flow hedges are intended to convert liabilities from a floating-rate instrument to a fixed-rate instrument. The Company’s intention is to design cash flow hedges to qualify for hedge accounting, and as such the estimated fair value of the hedge would be recorded either in other assets or other liabilities with an offset, after estimated taxes, recorded in accumulated other comprehensive income (loss). The ineffective portion of the hedging relationship would be recorded in other operating expenses in the consolidated statement of income. Amounts would be reclassified from accumulated other comprehensive income (loss) to interest expense in the consolidated statement of income during the period the hedged item affects earnings. Cash flows associated with the hedges are treated consistently with the cash flows of the hedged item during the period in which they occur.

The Company periodically enters into interest rate lock commitments with its mortgage loan customers whose loans are intended for sale after the loan is closed. These commitments are derivatives and, as such, are reported on the consolidated balance sheet at their estimated fair value. The Company’s methodology for estimating the fair value of these derivatives is based upon the change in pricing of mortgage-backed securities with similar interest rates and duration. To hedge the fair value risk associated with changing interest rates on these commitments, the Company enters into forward commitments to sell the loans. These hedges are economic hedges and are not designated in hedging relationships. The forward sale commitments are also derivatives and are recorded on the consolidated balance sheet at their estimated fair value. The Company’s methodology for valuing these derivatives is based upon the fair value of the closed loans and the change in fair value of the interest rate lock commitments, as previously described. The net change in the estimated fair value of the derivatives for commitments to customers and forward loan sale commitments during each period is recorded in mortgage banking income in the consolidated statement of income.

The Company estimates the fair value of letters of credit as the fees paid by the customer or charged for the arrangement. The fair value is recorded in other liabilities on the consolidated balance sheet, and subsequently, the income is recognized in other operating income within non-interest income in the consolidated statement of income over the contractual life of the instrument. If required to perform on a standby letter of credit, the Company records an amount due from the customer, which is recorded net of any unaccreted liability. Additional amounts estimated to be uncollectible, net of estimated proceeds from collateral, are charged-off against the appropriate allowance on the consolidated balance sheet.

Interest rate swap derivatives with the same counterparty and subject to master netting arrangements are not offset on the consolidated balance sheet. For additional detail refer to Footnote 13 within this section.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income ("AOCI") includes items that are subject to periodic measurement on the consolidated balance sheet but are not included in the determination of net income for the period in the consolidated statement of income. As such, amounts recorded in AOCI are on an after-tax basis and consist primarily of unrealized gains or losses on investment securities available-for-sale and changes in pension obligations.

Share-Based Compensation

The Company has certain share-based employee and director compensation plans. The related share-based employee compensation is included in salaries, wages and employee benefits expense in the consolidated statement of income during the period in which it is earned. Share-based director compensation expense is included in other operating expense in the consolidated statement of income. The compensation cost for share-based compensation arrangements is determined based upon the estimated fair value of the award at the grant date and is recognized as an expense over the service period. Performance criteria for share-based awards are factored into the amount of expense recognized when applicable. The Company records tax benefits of share-based payments as a financing cash inflow and corresponding operating cash outflow in the consolidated statement of cash flows during the period in which they occur.

Option awards are granted with an exercise price at least equal to the market price of the Company’s stock at the date of grant. Option awards vest at such times as are determined by the Compensation Committee of the Board of Directors at the time of grant, but not before one year from the date of grant or later than five years from the date of grant. The options have a maximum term of ten years for incentive stock options or ten years, one month for non-qualified stock options.

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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

The Company utilizes the Black-Scholes option valuation model to estimate the fair value of options granted.  The model is sensitive to changes in assumptions which can materially affect the fair value estimate:

• The risk-free interest rates used are from published U.S. Treasury zero-coupon rates for bonds approximating the expected term of the option as of the option grant date;

• The expected dividend yield is computed based on the Company’s current dividend rate; and

• The Company relies exclusively on historical volatility as an input for determining the estimated fair value of stock options. The Company determines expected volatility based on the expected life of the option.

In determining the expected life of the option grants, the Company observes the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grants.

Share-based payments are also granted in the form of restricted stock awards or units. Restricted stock is granted with service criteria and may also include performance criteria. The fair value of each award is estimated based on the fair value of the Company’s common stock on the date of grant.

Share-based payment plans are further described in Footnote 17 within this section.

Treasury Stock

Shares of the Company’s common stock which are repurchased on the open market are classified as treasury stock on the consolidated balance sheet. Treasury stock is recorded at the cost at which it was obtained in the open market, and at the date of reissuance, treasury stock on the consolidated balance sheet is reduced by the cost for which it was purchased using specific identification, on a first-in, first-out basis.

Earnings Per Share

Earnings per share is calculated on the basis of the weighted-average number of common shares outstanding during the year. All per share information in the financial statements is adjusted retroactively for the effect of stock dividends and splits.

Diluted shares and earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. The dilutive effect of stock options, warrants, and other instruments is calculated using the treasury stock method.

Recent Accounting Pronouncements

Goodwill

In September 2011, the Federal Accounting Standard Board ("FASB") simplified how entities test goodwill for impairment, whereby an entity has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after its assessment, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not have to perform the current two-step goodwill impairment test. This amendment was effective for the Company for its fiscal year beginning January 1, 2012 and the adoption of this standard did not have a material effect on the financial condition or results of operations of the Company.

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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Comprehensive Income

In June 2011, the FASB released a standard requiring comprehensive income to be presented either in a single continuous statement or in two separate but consecutive statements. The single continuous statement format combines other comprehensive income, its components and total comprehensive income with the consolidated statement of income. In the two statement approach, the first statement would be the statement of income immediately followed by a separate statement which includes the components of other comprehensive income, total other comprehensive income and total comprehensive income. The standard was effective for the Company beginning January 1, 2012 and requires retrospective application. The Company early adopted the two statement approach for the year ended December 31, 2011 by including a consolidated statement of comprehensive income after the consolidated statement of income in this Report.

In February 2013, the FASB released guidance on disclosures about reclassifications out of accumulated other comprehensive income. The issuance of this guidance now requires entities to disclose:

• For items reclassified out of accumulated other comprehensive income ("AOCI") and into net income in their entirety, the effect of the reclassification on each affected net income line item; and

• For AOCI reclassification items not reclassified in their entirety into net income, a cross reference to the related footnote where additional information on the effect of the reclassification is disclosed.

The adoption of this disclosure requirement did not materially impact the Company's financial condition or result of operations.

Balance Sheet Offsetting

In January 2013, the FASB updated the disclosure requirements surrounding the offsetting of assets and liabilities on an entity's balance sheet. As part of the updated requirements, an entity shall disclose information to enable users of its financial statements to evaluate the effect or potential effect of rights of setoff associated with recognized derivatives, repurchase agreements, reverse repurchase agreements, and securities lending or securities borrowing transactions that are either (1) offset in the balance sheet or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. The Company adopted this guidance for the year ended December 31, 2013. Adoption of this guidance did not materially impact the Company's financial condition or results of operations, however did result in additional disclosures.

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

In July 2013, the FASB issued explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires, with limited exception, that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a DTA for a net operating loss carryforward, or similar tax loss, or a tax credit carryforward. The new guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application are permitted. As this guidance only impacts financial statement presentation and related footnote disclosures, it will have no effect on the Company's financial position or results of operations.

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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Troubled Debt Restructurings by Creditors

In January 2014, the FASB issued guidance to clarify when banks should reclassify mortgage loans collateralized by residential real estate properties from the loan portfolio to other real estate owned. The FASB defined an in-substance repossession or foreclosure to have occurred and a creditor is considered to have taken physical possession of residential real estate collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The effective date is for annual periods, and interim periods within those annual periods, beginning after December 15, 2014, with early adoption permitted. The Company does not expect adoption of this guidance to have a material effect on the financial condition or results of operations of the Company.

2. EARNINGS PER SHARE

The components of the Company’s basic and diluted earnings per share are as follows: 

(dollars in thousands)	Year Ended December 31,
	2013		2012		2011
Income for EPS
Net income	$	53,387	$	98,910	$	84,401
Calculation of shares
Weighted average basic shares	145,602,670		150,566,098		151,386,614
Dilutive effect of share-based compensation	441,388		293,897		267,032
Weighted average fully diluted shares	146,044,058		150,859,995		151,653,646
Earnings per share
Basic	$	0.37	$	0.66	$	0.56
Diluted	$	0.37	$	0.66	$	0.56

The following stock options were excluded from the computation of earnings per share as they were anti-dilutive:

	Year Ended December 31,
	2013		2012		2011
Stock Options	3,429,793		4,322,167		5,039,081
Exercise price
Low	$	8.69	$	7.07	$	5.85
High	$	21.49	$	21.49	$	21.49

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3. INVESTMENT SECURITIES

The amortized cost, gross unrealized gains and losses, and fair values of the Company’s investment securities are summarized as follows:         

December 31, 2013
(dollars in thousands)	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Available-for-Sale
U.S. Government agencies	$	1,000	$	—	��	$	(10	)	$	990
State and municipal bonds	210,680		7,701			(3,670		)	214,711
Agency mortgage-backed securities/collateralized mortgage obligations	1,683,092		18,040			(41,952		)	1,659,180
Non-agency collateralized mortgage obligations	4,222		44			(8		)	4,258
Corporate securities and other	9,517		646			(495		)	9,668
Marketable equity securities	3,583		1,717			—			5,300
Total	$	1,912,094	$	28,148		$	(46,135	)	$	1,894,107
Held-to-Maturity
State and municipal bonds	$	403,344	$	13,028		$	(895	)	$	415,477
Agency mortgage-backed securities/collateralized mortgage obligations	34,843		1,624			—			36,467
Non-agency collateralized mortgage obligations	258		—			—			258
Total	$	438,445	$	14,652		$	(895	)	$	452,202
December 31, 2012
(dollars in thousands)	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Available-for-Sale
U.S. Government agencies	$	999	$	24		$	—		$	1,023
State and municipal bonds	268,555		17,677			(912		)	285,320
Agency mortgage-backed securities/collateralized mortgage obligations	1,445,978		46,964			(1,577		)	1,491,365
Non-agency collateralized mortgage obligations	8,952		165			(7		)	9,110
Corporate securities and other	10,980		432			(729		)	10,683
Marketable equity securities	3,583		1,141			(12		)	4,712
Total	$	1,739,047	$	66,403		$	(3,237	)	$	1,802,213
Held-to-Maturity
State and municipal bonds	$	412,542	$	32,309		$	(68	)	$	444,783
Agency mortgage-backed securities/collateralized mortgage obligations	51,182		2,740			—			53,922
Non-agency collateralized mortgage obligations	442		2			—			444
Total	$	464,166	$	35,051		$	(68	)	$	499,149

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3. INVESTMENT SECURITIES – Continued

Gains and losses from sales of investment securities are as follows:

(dollars in thousands)	For the Year Ended December 31,
	2013		2012			2011
Gains	$	54	$	16		$	2,742
Losses	—		(135		)	(23		)
Net gains (losses) on sales of investment securities	$	54	$	(119	)	$	2,719

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at December 31, 2013 and December 31, 2012, respectively.

December 31, 2013
		Less than 12 months					12 months or longer					Total
(dollars in thousands)	No. of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Government agencies	1	$	990	$	(10	)	$	—	$	—		$	990	$	(10	)
State and municipal bonds	145	76,402		(2,282		)	20,708		(2,283		)	97,110		(4,565		)
Agency mortgage-backed securities/collateralized mortgage obligations	241	953,423		(33,990		)	115,815		(7,962		)	1,069,238		(41,952		)
Non-agency collateralized mortgage obligations	5	820		(8		)	—		—			820		(8		)
Corporate securities and other	5	1,966		(35		)	2,708		(460		)	4,674		(495		)
Total	397	$	1,033,601	$	(36,325	)	$	139,231	$	(10,705	)	$	1,172,832	$	(47,030	)

December 31, 2012
		Less than 12 months					12 months or longer					Total
(dollars in thousands)	No. of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal bonds	45	$	18,592	$	(157	)	$	13,482	$	(823	)	$	32,074	$	(980	)
Agency mortgage-backed securities/collateralized mortgage obligations	25	141,252		(1,577		)	—		—			141,252		(1,577		)
Non-agency collateralized mortgage obligations	3	516		(3		)	268		(4		)	784		(7		)
Corporate securities and other	6	1,983		(21		)	2,816		(708		)	4,799		(729		)
Total debt securities	79	162,343		(1,758		)	16,566		(1,535		)	178,909		(3,293		)
Marketable equity securities	1	577		(12		)	—		—			577		(12		)
Total	80	$	162,920	$	(1,770	)	$	16,566	$	(1,535	)	$	179,486	$	(3,305	)

The fair value of investment securities pledged as collateral are presented below:

(dollars in thousands)	December 31,
	2013		2012
Deposits	$	966,751	$	847,155
Repurchase agreements	650,627		694,587
Other	81,408		99,585
Total	$	1,698,786	$	1,641,327

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3. INVESTMENT SECURITIES – Continued

The amortized cost and fair value of investment securities, by contractual maturity, at December 31, 2013 are shown below.  Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

(dollars in thousands)	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	5,545	$	5,684	$	—	$	—
Due after one through five years	45,088		48,967		1,262		1,289
Due after five through ten years	178,463		182,542		104,261		107,015
Due after ten years	1,679,415		1,651,614		332,922		343,898
Marketable equity securities	3,583		5,300		—		—
Total	$	1,912,094	$	1,894,107	$	438,445	$	452,202

Evaluation of Impairment of Securities

The Company did not record any other-than-temporary impairment ("OTTI") losses for the year ended December 31, 2013. During the year ended December 31, 2012, the Company recorded $0.2 million of OTTI on one equity security.

As of December 31, 2013 and 2012, accumulated other comprehensive income does not include any impairment related charges for the non-credit-related components of OTTI.

The majority of the investment portfolio is comprised of U.S. Government Agency securities (mortgage-backed and collateralized mortgage obligations) and state and municipal bonds. For the investment securities in an unrealized loss position, the Company has concluded, based on its analysis, that the unrealized losses are primarily caused by the movement of interest rates, and the contractual terms of these investments do not permit the issuer to settle the securities at a price less than the par value of the investment.

At December 31, 2013, gross unrealized losses totaled $47.0 million, and the gross unrealized losses of securities in an unrealized loss position for twelve months or longer totaled $10.7 million, of which $2.3 million is attributable to state and municipal bonds and $8.0 million attributable to agency mortgage-backed securities and collateralized mortgage obligations.  The Company evaluates a variety of factors in concluding whether securities are other-than-temporarily impaired.  These factors include, but are not limited to, the type and purpose of the bond, the underlying rating of the bond issuer, and the presence of credit enhancements (i.e. state guarantees, municipal bond insurance, collateral requirements, etc.). As a result of its review and considering the attributes of the individual securities, the Company concluded that the securities were not other-than-temporarily impaired.

Because the Company does not intend to sell these investments and it is not more likely than not it will be required to sell these investments before a recovery of carrying value, which may be maturity, the Company does not consider the securities in an unrealized loss position for twelve months or longer to be other-than-temporarily impaired.

Other securities on the Company’s consolidated balance sheet totaled $63.7 million and $68.4 million as of December 31, 2013 and December 31, 2012, respectively. The balance includes Federal Loan Home Bank ("FHLB") of Pittsburgh stock and Federal Reserve Bank stock. These securities lack a market, and as such they are carried at par/cost since their fair value is not readily determinable. The Company evaluates, and will continue to evaluate, these securities for impairment each reporting period and has concluded the carrying value of these securities is not impaired. During 2013, the FHLB of Pittsburgh repurchased $4.6 million, net, of its capital stock from the Company at par/cost. Also, during 2013 and 2012 the Company received and recorded dividends on its FHLB stock.

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4. LOANS

The following tables present loan classifications:

December 31, 2013	Performing									Non-Performing
(dollars in thousands)	Pass Rated			Special Mention			Classified						Total
Commercial and industrial	$	2,327,344		$	38,873		$	79,179		$	15,268		$	2,460,664
CRE - permanent	944,589			9,191			36,272			4,786			994,838
CRE - construction	167,710			2,962			15,534			12,128			198,334
Commercial real estate	1,112,299			12,153			51,806			16,914			1,193,172
Residential mortgages	636,829			—			2,243			13,153			652,225
Home equity	757,064			—			137			5,407			762,608
All other consumer	256,957			160			5,633			1,849			264,599
Consumer	1,650,850			160			8,013			20,409			1,679,432
Loans	$	5,090,493		$	51,186		$	138,998		$	52,591		$	5,333,268
Percent of loans	95.45		%	0.96		%	2.60		%	0.99		%	100.00		%
December 31, 2012	Performing									Non-Performing
(dollars in thousands)	Pass Rated			Special Mention			Classified						Total
Commercial and industrial	$	2,282,734		$	60,809		$	126,195		$	26,117		$	2,495,855
CRE - permanent	836,212			19,469			46,208			5,871			907,760
CRE - construction	85,085			6,351			28,996			5,446			125,878
Commercial real estate	921,297			25,820			75,204			11,317			1,033,638
Residential mortgages	661,226			—			38			10,508			671,772
Home equity	749,459			—			666			4,261			754,386
All other consumer	262,174			1,740			5,282			1,705			270,901
Consumer	1,672,859			1,740			5,986			16,474			1,697,059
Loans	$	4,876,890		$	88,369		$	207,385		$	53,908		$	5,226,552
Percent of loans	93.31		%	1.69		%	3.97		%	1.03		%	100.00		%

Loans include overdrafts of $1.1 million at December 31, 2013 and $1.2 million at December 31, 2012.

Unamortized loan origination costs, net of fees, were $5.8 million and $5.0 million at December 31, 2013 and 2012, respectively, and are included in the stated balance of loans on the Company's balance sheets.

As of December 31, 2013 and 2012, direct finance leases totaled $0.2 million and $1.6 million, respectively, and were included in commercial and industrial loans in the tables above.

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4. LOANS - Continued

The following table represents the details for past due loans:

December 31, 2013	Past Due and Still Accruing												Accruing Current Balances		Non-Accrual Balances (j)			Total Balances
(dollars in thousands)	30-59 Days			60-89 Days			90 Days or More (i)			Total
Commercial and industrial	$	3,362		$	1,520		$	11		$	4,893		$	2,440,836	$	14,935		$	2,460,664
CRE - permanent	6,191			181			—			6,372			984,208		4,258			994,838
CRE - construction	373			—			—			373			185,833		12,128			198,334
Commercial real estate	6,564			181			—			6,745			1,170,041		16,386			1,193,172
Residential mortgages	4,509			774			2,197			7,480			637,708		7,037			652,225
Home equity	4,383			1,101			140			5,624			752,197		4,787			762,608
All other consumer	2,761			814			1,118			4,693			258,175		1,731			264,599
Consumer	11,653			2,689			3,455			17,797			1,648,080		13,555			1,679,432
Loans	$	21,579		$	4,390		$	3,466		$	29,435		$	5,258,957	$	44,876		$	5,333,268
Percent of loans	0.40		%	0.08		%	0.07		%	0.55		%			0.84		%
December 31, 2012	Past Due and Still Accruing												Accruing Current Balances		Non-Accrual Balances (j)
(dollars in thousands)	30-59 Days			60-89 Days			90 Days or More (i)			Total								Total Balances
Commercial and industrial	$	4,026		$	1,685		$	32		$	5,743		$	2,465,459	$	24,653		$	2,495,855
CRE - permanent	1,333			330			3			1,666			903,110		2,984			907,760
CRE - construction	651			485			—			1,136			119,296		5,446			125,878
Commercial real estate	1,984			815			3			2,802			1,022,406		8,430			1,033,638
Residential mortgages	3,826			394			38			4,258			660,448		7,066			671,772
Home equity	3,705			1,818			666			6,189			744,505		3,692			754,386
All other consumer	3,054			714			1,288			5,056			264,140		1,705			270,901
Consumer	10,585			2,926			1,992			15,503			1,669,093		12,463			1,697,059
Loans	$	16,595		$	5,426		$	2,027		$	24,048		$	5,156,958	$	45,546		$	5,226,552
Percent of loans	0.32		%	0.10		%	0.04		%	0.46		%			0.87		%
(i) Loans 90 days or more past due remain on accrual status if they are well secured and collection of all principal and interest is probable.
(j) At December 31, 2013, non-accrual balances included troubled debt restructurings of $7.7 million of commercial and industrial loans, $6.5 million of commercial real estate loans, and $3.0 million of consumer loans. At December 31, 2012, non-accrual balances included troubled debt restructurings of $5.0 million of commercial real estate and $20.6 million of commercial and industrial loans.

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4. LOANS - Continued

Changes in the allowance for loan losses are summarized as follows:

(dollars in thousands)	Year Ended December 31,
	2013			2012			2011
Beginning allowance	$	110,955		$	126,640		$	150,054
Provision for loan losses	5,250			8,000			15,000
Recoveries	5,155			4,813			9,121
Charge-offs	(24,993		)	(28,498		)	(47,535		)
Net Charge-offs	(19,838		)	(23,685		)	(38,414		)
Ending allowance	$	96,367		$	110,955		$	126,640

Additional details for changes in the allowance for loan losses by loan portfolio are as follows:

December 31, 2013
(dollars in thousands)	Commercial and Industrial (k)			Commercial Real Estate (l)			Consumer (m)			Unallocated			Total
Allowance for loan losses:
Beginning balance	$	46,151		$	29,295		$	23,101		$	12,408		$	110,955
Charge-offs	(14,164		)	(2,421		)	(8,408		)	—			(24,993		)
Recoveries	2,014			1,142			1,999			—			5,155
Provision	7,287			(5,363		)	4,786			(1,460		)	5,250
Ending balance	$	41,288		$	22,653		$	21,478		$	10,948		$	96,367
Allowance for loan losses:
Individually evaluated for impairment	$	3,997		$	2,487		$	1,820		$	—		$	8,304
Collectively evaluated for impairment	37,291			20,166			19,658			10,948			88,063
Total allowance for loan losses	$	41,288		$	22,653		$	21,478		$	10,948		$	96,367
Loans:
Individually evaluated for impairment	$	15,268		$	21,995		$	20,453		$	—		$	57,716
Collectively evaluated for impairment	2,445,396			1,171,177			1,658,979			—			5,275,552
Loans	$	2,460,664		$	1,193,172		$	1,679,432		$	—		$	5,333,268
December 31, 2012
(dollars in thousands)	Commercial and Industrial (k)			Commercial Real Estate (l)			Consumer (m)			Unallocated			Total
Allowance for loan losses:
Beginning balance	$	55,815		$	40,722		$	19,660		$	10,443		$	126,640
Charge-offs	(12,209		)	(6,818		)	(9,471		)	—			(28,498		)
Recoveries	1,943			962			1,908			—			4,813
Provision	602			(5,571		)	11,004			1,965			8,000
Ending balance	$	46,151		$	29,295		$	23,101		$	12,408		$	110,955
Allowance for loan losses:
Individually evaluated for impairment	$	1,644		$	406		$	1,060		$	—		$	3,110
Collectively evaluated for impairment	44,507			28,889			22,041			12,408			107,845
Total allowance for loan losses	$	46,151		$	29,295		$	23,101		$	12,408		$	110,955
Loans:
Individually evaluated for impairment	$	26,117		$	13,657		$	16,474		$	—		$	56,248
Collectively evaluated for impairment	2,469,738			1,019,981			1,680,585			—			5,170,304
Loans	$	2,495,855		$	1,033,638		$	1,697,059		$	—		$	5,226,552
(k) Commercial includes all C&I loans, including those secured by real estate.
(l) CRE is defined as loans secured by non-owner occupied real estate which have a primary source of repayment of third-party rental income or the sale of the property securing the loan.
(m) Consumer loans include direct consumer loans, indirect consumer loans, consumer lines of credit, and overdrafts.

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4. LOANS - Continued

The Company did not have any loans acquired with deteriorated credit quality.

     Impaired loan details are as follows:

December 31, 2013
	Recorded Investment
(dollars in thousands)	With Related Allowance		Without Related Allowance		Total		Life-to-Date Charge-Offs		Total Unpaid Balances		Related Allowance
Commercial and industrial	$	8,457	$	6,811	$	15,268	$	5,599	$	20,867	$	3,997
CRE - permanent	5,995		3,872		9,867		6,441		16,308		1,073
CRE - construction	9,729		2,399		12,128		6,633		18,761		1,414
Commercial real estate	15,724		6,271		21,995		13,074		35,069		2,487
Residential mortgages	6,088		7,109		13,197		800		13,997		1,589
Home equity	609		4,798		5,407		515		5,922		203
All other consumer	118		1,731		1,849		61		1,910		28
Consumer	6,815		13,638		20,453		1,376		21,829		1,820
Total	$	30,996	$	26,720	$	57,716	$	20,049	$	77,765	$	8,304
December 31, 2012
	Recorded Investment
(dollars in thousands)	With Related Allowance		Without Related Allowance		Total		Life-to-Date Charge-Offs		Total Unpaid Balances		Related Allowance
Commercial and industrial	$	4,326	$	21,791	$	26,117	$	3,700	$	29,817	$	1,644
CRE - permanent	1,241		6,970		8,211		5,766		13,977		76
CRE - construction	809		4,637		5,446		10,230		15,676		330
Commercial real estate	2,050		11,607		13,657		15,996		29,653		406
Residential mortgages	3,413		7,095		10,508		922		11,430		880
Home equity	547		3,714		4,261		286		4,547		180
All other consumer	—		1,705		1,705		61		1,766		—
Consumer	3,960		12,514		16,474		1,269		17,743		1,060
Total	$	10,336	$	45,912	$	56,248	$	20,965	$	77,213	$	3,110

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4. LOANS - Continued

Additional impaired loan details are as followed:

	December 31,
(dollars in thousands)	2013				2012				2011
	Average Recorded Investment		Interest Income Recognized (n)		Average Recorded Investment		Interest Income Recognized (n)		Average Recorded Investment		Interest Income Recognized (n)
Commercial and industrial	$	25,838	$	77	$	31,392	$	12	$	31,845	$	—
CRE - permanent	9,584		31		7,352		215		14,079		41
CRE - construction	7,320		70		9,008		—		15,560		—
Commercial real estate	16,904		101		16,360		215		29,639		41
Residential mortgages	11,267		105		8,111		64		6,479		24
Home equity	4,994		11		3,507		8		2,244		5
All other consumer	1,758		1		1,987		—		2,025		—
Consumer	18,019		117		13,605		72		10,748		29
Total	$	60,761	$	295	$	61,357	$	299	$	72,232	$	70
(n) Interest income recognized for the years ended December 31, 2013, 2012, and 2011, primarily represent amounts earned on accruing TDRs.

The following table presents details of the Company's loans which experienced a troubled debt restructuring and are performing according to the modified terms. The Company's restructured loans are included within non-performing loans and impaired loans in the preceding tables.

(dollars in thousands)	December 31,
	2013		2012
Commercial and industrial	$	333	$	1,464
CRE - permanent	528		2,887
Residential mortgages	6,116		3,442
Home equity	620		569
All other consumer	118		—
Total restructured loans	$	7,715	$	8,362
Undrawn commitments to lend on restructured loans	$	—	$	—

The Company modifies loans to consumers with residential mortgages and home equity loans utilizing a program modeled after government assisted programs in order to help customers who are experiencing financial difficulty and are in jeopardy of losing their homes to foreclosure.

Other real estate owned and repossessed assets are as follows:

(dollars in thousands)	December 31,
	2013		2012
Other real estate owned	$	892	$	2,515
Repossessed assets	386		514
Total other real estate and repossessed assets	$	1,278	$	3,029

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5. PREMISES AND EQUIPMENT

Major classifications of premises and equipment are summarized as follows:

(dollars in thousands)	Estimated	Year Ended December 31,
	Useful Lives	2013			2012
Land	Indefinite	$	14,739		$	14,322
Buildings	5 to 40 years	101,626			99,833
Equipment	3 to 10 years	111,670			106,217
Leasehold improvements	2 to 20 years	10,905			11,000
Equipment leased to customers	Economic life	3,796			7,567
Total premises and equipment		242,736			238,939
Accumulated depreciation		(146,504		)	(142,605		)
Premises and equipment, net		$	96,232		$	96,334

Depreciation expense of $9.1 million, $9.7 million, and $9.6 million was included in premises and equipment expense in the consolidated statements of income for the years ended December 31, 2013, 2012 and 2011, respectively.

Lease Commitments

Future minimum payments under non-cancellable operating leases are due as follows:

(dollars in thousands)
	Year Ended December 31,
	2014	$	6,515
	2015	6,204
	2016	5,687
	2017	5,175
	2018	4,835
	Thereafter	31,035
	Total	$	59,451

Lease commitments of $59.5 million reflects a reduction in the future minimum lease payments of $2.95 million related to facilities impacted by the restructuring plan announced in the fourth quarter of 2013.

Total rental expense of $8.5 million, $8.1 million, and $8.2 million was included in premises and equipment expense in the consolidated statements of income for the years ended December 31, 2013, 2012 and 2011, respectively.

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6. GOODWILL AND OTHER INTANGIBLE ASSETS

The table below provides a roll-forward of the components of the Company’s goodwill for the year ended December 31, 2013.

	Year Ended					Year Ended
(dollars in thousands)	December 31,					December 31,
	2012			Impairment	Disposition	2013
Goodwill	$	512,268		—	—	$	512,268
Accumulated impairment	(253,989		)	—	—	(253,989		)
Goodwill, net	$	258,279		—	—	$	258,279

During the second quarter, the Company performed its annual qualitative assessment of goodwill and determined that it is not more likely than not that the fair value of its reporting units are less than their carrying amounts. There were no indicators of impairment subsequent to the annual assessment for which an interim impairment test was required.

The Company’s business segments are its reporting units which are “Community Banking” and “Other” for purposes of the goodwill impairment analysis. As of December 31, 2013, the carrying value of goodwill assigned to the Community Banking segment was $235 million and the carrying value of goodwill assigned to the Other segment was $23 million.

The table below presents the Company’s core deposit intangibles and other intangible assets and the related amortization expense.

(dollars in thousands)	As of and for the Year Ended December 31,
	2013		2012		2011
Core deposit and other intangible assets	$	6,854	$	10,614	$	15,770
Amortization expense	3,761		5,156		6,446

Remaining Amortization Expense
2014	$	2,738
2015	1,780
2016	1,202
2017	702
2018	179

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7. DEPOSITS

	As of and for the Year Ended December 31,
(dollars in thousands)	2013				2012
	Balance		Interest Expense		Balance		Interest Expense
NOW accounts	$	1,655,425	$	2,310	$	1,472,985	$	1,990
Money market accounts	1,670,035		4,460		1,642,803		5,699
Savings accounts	526,576		546		493,386		573
Time deposits less than $100	896,700		10,954		1,017,925		13,529
Time deposits $100 or greater	353,791		4,109		417,065		5,031
Total interest bearing deposits	5,102,527		22,379		5,044,164		26,822
Non-interest bearing deposits	970,051		—		891,401		—
Total deposits	$	6,072,578	$	22,379	$	5,935,565	$	26,822

At December 31, 2013, time deposits were scheduled to mature as follows:

(dollars in thousands)	2014	$	831,412
	2015	193,950
	2016	112,071
	2017	72,819
	2018	40,068
	Thereafter	171
	Total	$	1,250,491

8. BORROWINGS

	As of December 31,
(dollars in thousands)	2013		2012
Customer repurchase agreements	$	551,736	$	560,065
Repurchase agreements	50,000		75,000
Short-term borrowings	—		100,000
Federal Home Loan Bank advances	603,232		464,632
Subordinated debentures accounted for at fair value	—		67,306
Subordinated debentures accounted for at amortized cost	77,321		77,321
Total borrowings and other debt obligations	$	1,282,289	$	1,344,324

The Company's borrowings include short-term and long-term debt in the form of FHLB advances, customer repurchase agreements, repurchase agreements, and subordinated debentures. FHLB advances mature within the next six years and are collateralized by certain first mortgage loans, investment securities and also require the Company to purchase FHLB capital stock, which is included within other securities on the consolidated balance sheet. Repurchase agreements mature within one year and have investment securities pledged as collateral.    

On February 8, 2013, the Company extinguished $400 million of borrowings with the FHLB. The FHLB borrowings were repaid with borrowings from alternative funding sources (principally repurchase agreements and wholesale deposits), and the Company recognized $64.9 million of unamortized prepayment penalty in the consolidated statement of income for the three months ended March 31, 2013. The unamortized prepayment penalty at December 31, 2012 was $65.5 million.

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8. BORROWINGS - Continued

Outstanding FHLB advances and repurchase agreements mature as follows:

(dollars in thousands)		Federal Home Loan		Repurchase
		Bank Advances		Agreements
	2014	$	523,562	$	50,000
	2015	24,000		—
	2016	644		—
	2017	50,071		—
	2018	4,922		—
	Thereafter	33		—
	Total	$	603,232	$	50,000

At the beginning of 2013, the Company had five established statutory business Trusts: NPB Capital Trust II, NPB Capital Trust III, NPB Capital Trust IV, NPB Capital Trust V and NPB Capital Trust VI (“Trusts”). On March 7, 2013, the Company redeemed all of the subordinated debentures issued by NPB Capital Trust II. The Company owns all of the common capital securities of the remaining Trusts. The Trusts issued preferred capital securities to investors and invested the proceeds in junior subordinated debentures issued by the Company. These debentures are the sole assets of the Trusts.

Details of the Company’s obligations to the Trusts as of December 31, 2013 are as follows:

Trusts	Principal	Issued	Maturity	Interest Rate
NPB Capital Trust III	$20.6 Million	February 20, 2004	April 23, 2034	3 mo. LIBOR + 2.75% margin
NPB Capital Trust IV	$20.6 Million	March 25, 2004	April 7, 2034	3 mo. LIBOR + 2.75% margin
NPB Capital Trust V	$20.6 Million	April 7, 2004	April 7, 2034	3 mo. LIBOR + 2.75% margin
NPB Capital Trust VI	$15.4 Million	January 19, 2006	March 15, 2036	3 mo. LIBOR + 1.38% margin

All of the Trusts can currently be called in whole or in part.

On March 7, 2013, the Company redeemed all of the 7.85% subordinated debentures accounted for at fair value - Cumulative Trust Preferred Securities issued by NPB Capital Trust II. The aggregate redemption of the debentures was $66.1 million, inclusive of $0.9 million of accrued distributions. This debenture was reported on the consolidated balance sheet at its fair value of $67.3 million at December 31, 2012.

All the foregoing junior subordinated debentures qualify under the risk-based capital guidelines of the Federal Reserve as Tier 1 capital, subject to certain limitations. In each case, the debentures are callable by National Penn, subject to any required regulatory approvals, at par, in whole or in part, at any time after five years from issuance. In each case, the Company's obligations under the junior subordinated debentures and related documents, taken together, constitute a full, irrevocable and unconditional guarantee on a subordinated basis by the Company of the obligations of the Trusts under the preferred securities.

9. CONTINGENCIES

In the normal course of business, the Company is named as a defendant in various lawsuits.  Accruals are established for legal proceedings when information related to the loss contingencies indicates that a loss settlement is both probable and can be estimated. At December 31, 2013, the Company did not have material amounts accrued for legal proceedings as it is the opinion of management that the resolution of such suits will not have a material effect on the financial position or results of operations of the Company. The outcome of legal proceedings is inherently uncertain, and as a result, the amounts recorded may not represent the Company's ultimate loss upon resolution. Thus, the Company’s exposure and ultimate losses may be higher or lower than amounts accrued or estimated as reasonably possible exposure.

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10.  ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income (loss) was comprised of the following components, after tax:

(dollars in thousands)	December 31,
	2013			2012			2011
Unrealized (losses) gains on investment securities	$	(11,691	)	$	41,058		$	35,955
Pension	(9,466		)	(16,729		)	(15,161		)
Total accumulated other comprehensive (loss) income	$	(21,157	)	$	24,329		$	20,794

11. SHAREHOLDERS’ EQUITY

Treasury Stock

In 2013, there were no treasury stock repurchases. In the fourth quarter of 2013, the Board of Directors authorized the repurchase of up to five percent (5%) of the outstanding shares of National Penn common stock during 2014. The authorization of this repurchase plan superseded all pre-existing share repurchase plans.

On January 28, 2014, the Company announced the repurchase of 7 million shares, of the 25.9 million outstanding shares, which Warburg Pincus held in NPBC common stock. Warburg Pincus maintains a 13.6% position in the Company, down from the 17.8% at December 31, 2012.

In 2012, the Board of Directors authorized and the Company completed the repurchase of 7.5 million shares of National Penn's common stock, which represented approximately five percent (5%) of the outstanding shares.

Dividend Reinvestment and Stock Purchase Plan (“DRP”)

The Company has a dividend reinvestment and stock purchase plan that provides a 10% discount on dividends reinvested as well as new cash purchases made under the terms of the Plan. The Plan was amended on June 18, 2009 and allows voluntary cash contributions in amounts not to exceed $10,000.

Cash Dividends

The Company declared and paid cash dividends of $0.10 per share for each of the last three quarters of 2013, totaling $43.7 million.

In 2012, the Company declared and paid cash dividends of $0.41 per share, or $61.4 million, to common shareholders, including an additional $0.10 per share, or $15.0 million, cash dividend paid in the fourth quarter of 2012 in lieu of a first quarter 2013 cash dividend.

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12. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The notional amount of financial instruments whose contract amounts represent credit risk:

(dollars in thousands)	As of December 31,
	2013		2012
Commitments to extend credit	$	1,769,135	$	1,672,424
Commitments to fund mortgages	22,242		36,795
Commitments to sell mortgages to investors	15,349		51,125
Letters of credit	142,246		127,435

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The Company also obtains collateral, such as real estate or liens on their customer’s assets depending on the customer, for these types of commitments. The credit risk involved in issuing letters of credit is essentially the same as that involved in lending to customers, however, since the Company does not anticipate having to perform on material amounts of standby letters of credit, the risk is estimated to be substantially less than the contractual amount of commitments outstanding.  Fair values of letters of credit were not considered to be material as of December 31, 2013 and 2012.

The Company enters into interest rate lock commitments with its mortgage loan customers, a portion of which are intended for sale in the future. The portion of the commitments that are intended for sale in the future are derivatives and, as such, are reported on the consolidated balance sheet at their estimated fair value. To hedge the fair value risk associated with changing interest rates on these commitments, the Company enters into forward sale commitments to sell the closed loans to investors. These hedges are economic hedges and are not designated in hedging relationships. The forward sale commitments to investors are also derivatives and are recorded on the consolidated balance sheet at their estimated fair value.

Summary information regarding interest rate swap derivative positions which were not designed in hedging relationships are as follows:

(dollars in thousands)		Notional						Receive		Pay		Life
	Positions	Amount		Asset		Liability		Rate		Rate		(Years)
December 31, 2013
Receive fixed - pay floating interest rate swaps	148	$	502,833	$	15,906	$	5,718	4.58	%	2.31	%	5.96
Pay fixed - receive floating interest rate swaps	148	502,833		5,718		15,906		2.31	%	4.58	%	5.96
Net interest rate swaps		$	1,005,666	$	21,624	$	21,624	3.45	%	3.45	%	5.96
December 31, 2012
Receive fixed - pay floating interest rate swaps	131	$	424,863	$	28,252	$	—	4.67	%	2.34	%	6.36
Pay fixed - receive floating interest rate swaps	131	424,863		—		28,252		2.34	%	4.67	%	6.36
Net interest rate swaps		$	849,726	$	28,252	$	28,252	3.51	%	3.51	%	6.36

The Company enters into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. These swaps are considered derivatives but are not designated in hedging relationships. These instruments have interest rate and credit risk associated with them. In response, the Company enters into offsetting interest rate swaps with counterparties for interest rate risk management purposes. The counterparty swaps are also considered derivatives and are also not designated in hedging relationships. Changes in the fair value of the customer and counterparty swaps is recorded net in the consolidated statement of income. Because these amounts offset each other, there was no impact on other operating income in each of 2013, 2012, and 2011. For additional analysis of the fair value on interest rate swaps refer to Footnote 14 within this section.

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12. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK - Continued

The following summarizes the Company's derivative activity as of and for the year ended December 31, 2013, 2012, and 2011:

		Income Statement Effect
	Balance Sheet Effect at	for the Year Ended
Derivative Activity	December 31, 2013	December 31, 2013
Interest rate swaps:	Increase to other assets/liabilities of $21.6 million.	No net effect on other operating income from offsetting $6.6 million change.
Other derivatives:
Interest rate locks	Increase to other liabilities of less than $0.1 million.	Decrease to mortgage banking income of $0.1 million.
Forward sale commitments	Increase to other liabilities of $0.1 million.	Increase to mortgage banking income of $0.3 million.
		Income Statement Effect
	Balance Sheet Effect at	for the Year Ended
Derivative Activity	December 31, 2012	December 31, 2012
Interest rate swaps:	Increase to other assets/liabilities of $28.3 million.	No net effect on other operating income from offsetting $5.7 million change.
Other derivatives:
Interest rate locks	Increase to other assets of less than $0.1 million.	Decrease to mortgage banking income of $0.6 million.
Forward sale commitments	Increase to other liabilities of $0.4 million.	Increase to mortgage banking income of $0.5 million.
		Income Statement Effect
	Balance Sheet Effect at	for the Year Ended
Derivative Activity	December 31, 2011	December 31, 2011
Cash flow hedges:
Pay fixed - receive floating interest rate swaps	There was no impact due to the expiration of all cash flow hedges.	The ineffective portion is zero. Increase to interest expense of $1.9 million for net settlements.
Interest rate swaps:	Increase to other assets/liabilities of $22.6 million.	No net effect on other operating income from offsetting $2.2 million change.
Other derivatives:
Interest rate locks	Increase to other assets of $0.6 million.	Increase to mortgage banking income of $0.5 million.
Forward sale commitments	Increase to other liabilities of $0.9 million.	Decrease to mortgage banking income of $0.8 million.

The Company evaluates and establishes an estimated reserve for credit and other risks associated with off-balance-sheet positions based upon historical losses, expected performance under these arrangements and current trends in the economy. The Company did not recognize any expense in other operating expenses within the non-interest expense in the consolidated statement of income during 2013 for credit losses on off-balance-sheet exposure as compared to $0.1 million recorded in 2012 and $1.8 million in 2011. As of December 31, 2013 and 2012 the reserve for off-balance sheet exposure was $1.0 million and $1.6 million, respectively.

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13. BALANCE SHEET OFFSETTING

Certain financial instrument related assets and liabilities may be eligible for offset on the consolidated balance sheet because they are subject to master netting agreements or similar agreements. However, the Company does not elect to offset such arrangements on the consolidated financial statements.

    The Company enters into interest rate swap agreements with customers and financial institution counterparties. For additional detail regarding interest rate swap agreements refer to Footnote 12 within this section. In the event of default on, or termination of, any one contract, both parties have the right to net settle multiple contracts. Also, certain interest rate swap agreements may require the Company to receive or pledge cash collateral based on the contract provisions.

The Company also enters into agreements to sell securities subject to an obligation to repurchase the same or similar securities, referred to as repurchase agreements on the consolidated balance sheet. Under these agreements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. The obligation to repurchase the securities is reflected as a liability in the Company’s consolidated balance sheet, while the securities underlying the repurchase agreements remain in the respective investment securities account, therefore there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities.

The following table presents information about financial instruments that are eligible for offset as of December 31, 2013 and December 31, 2012:

December 31, 2013
(dollars in thousands)
Assets	Gross Amount		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet
Derivatives - Interest Rate Swaps	$	5,718	$	—	$	5,718
Liabilities
Derivatives - Interest Rate Swaps	15,906		—		15,906
Repurchase Agreements	50,000		—		50,000
Total Liabilities	$	65,906	$	—	$	65,906
December 31, 2012
(dollars in thousands)
Liabilities	Gross Amount		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet
Derivatives - Interest Rate Swaps	$	28,252	$	—	$	28,252
Repurchase Agreements	75,000		—		75,000
Total Liabilities	$	103,252	$	—	$	103,252

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13. BALANCE SHEET OFFSETTING - Continued

The following table represents a reconciliation of the net amounts of interest rate swap derivative assets and liabilities presented in the balance sheet to the net amounts that would result in the event of offset, by counterparty, as of December 31, 2013 and December 31, 2012:

December 31, 2013
(dollars in thousands)			Gross Amounts Not Offset in the Balance Sheet
Assets	Net Amounts Presented in the Balance Sheet		Financial Instruments (o)			Cash Collateral (p)			Net Amount
Counterparty A	$	4,996	$	(4,996	)	$	—		$	—
All Other Counterparties	722		(328		)	(300		)	94
Total Assets	$	5,718	$	(5,324	)	$	(300	)	$	94
Liabilities
Counterparty A	$	13,111	$	(4,996	)	$	(8,545	)	$	(430	)
All Other Counterparties	2,795		(328		)	(1,960		)	507
Total Liabilities	$	15,906	$	(5,324	)	$	(10,505	)	$	77
December 31, 2012
(dollars in thousands)			Gross Amounts Not Offset in the Balance Sheet
Liabilities	Net Amounts Presented in the Balance Sheet		Financial Instruments (o)			Cash Collateral (p)			Net Amount
Counterparty A	$	28,252	$	—		$	(28,185	)	$	67
(o) For interest rate swap assets, amounts represent any derivative liability fair values that could be offset in the event of default. For interest rate swap liabilities, amounts represent any derivative asset fair values that could be offset in the event of default.
(p) Amounts represent cash collateral received or posted on interest rate swap transactions with financial institution counterparties.

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14.  FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

In general, fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, which is not adjusted for transaction costs. Accounting guidelines establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted, quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Basis of Fair Value Measurement:

Level 1 - Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The types of instruments whose value is based on quoted market prices in active markets include most U.S. Treasury securities, liquid mortgage products, active listed equities and most money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.  The Company does not adjust the quoted price for such instruments.

The types of instruments whose value is based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency include most U.S. Government agency securities, state and municipal bonds, mortgage-backed securities, collateralized mortgage obligations, and corporate securities. Such instruments are generally classified within Level 2 of the fair value hierarchy and their fair values are determined as follows:

• The markets for U.S. Government agency securities are active, but the exact (cusip) securities owned by the Company are traded thinly or infrequently. Therefore, the price for these securities is determined by reference to transactions in securities with similar yields, maturities and other features (matrix priced).

• State and municipal bonds owned by the Company are traded thinly or infrequently, and as a result the fair value is estimated in reference to securities with similar yields, credit ratings, maturities, and in consideration of any prepayment assumptions obtained from market data.

• Collateralized mortgage obligations and mortgage-backed securities are generally unique securities whose fair value is estimated using market information for new issues and adjusting for the features of a particular security by applying assumptions for prepayments, pricing spreads, yields and credit ratings.

• Certain corporate securities owned by the Company are traded thinly or infrequently. Therefore, the fair value of these securities is determined by reference to transactions in other issues of these securities with similar yields and features.

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14.  FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

Level 3 classification is for positions that are not traded in active markets or are subject to transfer restrictions. Valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.  Management’s best estimate consists of both internal and external support on certain Level 3 investments.  Internal cash flow models using a present value formula along with indicative exit pricing obtained from broker/dealers are used to fair value Level 3 investments.  Management changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows. Fair values for securities classified within Level 3 are determined as follows:

• Certain corporate securities owned by the Company are not traded in active markets and prices for securities with similar features are unavailable. The fair value for each security is estimated in reference to benchmark transactions by security type based upon yields, credit spreads and option features.

• Certain marketable equity securities which are not subject to ownership restrictions but are traded thinly on exchanges or over-the-counter. As a result, prices are not available on a consistent basis from published sources, and, therefore, additional quotations from brokers may be obtained. Additionally considered indications of pricing include subsequent financing rounds or pending transactions. The reported fair value is based upon the Company’s judgment with respect to the information it is able to reliably obtain.

The Company utilizes a third-party service provider to assist with investment security pricing. The Company evaluates the pricing results by periodically reviewing the service provider's practices and procedures. Additionally, each quarter the Company independently validates the pricing results of the third-party service provider by obtaining independent prices from other sources and evaluating discrepancies to established tolerances for each security type. The Company also investigates pricing outliers by security class, and performs a review of unchanged security prices.

Interest rate swap agreements are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active.  Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the Level 1 markets.  These markets do however have comparable, observable inputs in which an alternative pricing source values these assets to arrive at a fair value.  These characteristics classify interest rate swap agreements as Level 2 measurements.

The Company has the option to measure eligible financial assets, financial liabilities and Company commitments at fair value (i.e. the fair value option), on an instrument-by-instrument basis. The election to use the fair value option is available when an entity first recognizes a financial asset or liability or upon entering into a Company commitment. Subsequent changes in fair value must be recorded in earnings.

Specifically, for asset/liability management purposes, the fair value option was applied to the Company’s only fixed rate subordinated debenture liability, which was redeemed by the Company during the first quarter of 2013. Upon redemption, the Company recognized a gain of $2.1 million in non-interest income for the reversal of the cumulative change in fair value previously recognized in earnings. For the twelve months ended December 31, 2012, non-interest income included a gain of $0.7 million for the change in fair value. The fair value of the subordinated debenture was based on an unadjusted, quoted price of the traded asset (formerly Nasdaq: "NPBCO") in an active market on the final day of each month.

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14.  FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 and December 31, 2012, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

December 31, 2013	Total Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(dollars in thousands)			(Level 1)		(Level 2)		(Level 3)
Assets
U.S. Government agencies	$	990	$	—	$	990	$	—
State and municipal bonds	214,711		—		214,711		—
Agency mortgage-backed securities/ collateralized mortgage obligations	1,659,180		—		1,659,180		—
Non-agency collateralized mortgage obligations	4,258		—		4,258		—
Corporate securities and other	9,668		61		4,922		4,685
Marketable equity securities	5,300		4,241		—		1,059
Investment securities, available-for-sale	$	1,894,107	$	4,302	$	1,884,061	$	5,744
Interest rate swap agreements	$	21,624	$	—	$	21,624	$	—
Liabilities
Forward sale commitments	$	84	$	—	$	84	$	—
Interest rate locks	42				42
Interest rate swap agreements	21,624		—		21,624		—
December 31, 2012	Total Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(dollars in thousands)			(Level 1)		(Level 2)		(Level 3)
Assets
U.S. Government agencies	$	1,023	$	—	$	1,023	$	—
State and municipal bonds	285,320		—		285,320		—
Agency mortgage-backed securities/ collateralized mortgage obligations	1,491,365		—		1,491,365		—
Non-agency collateralized mortgage obligations	9,110		—		9,110		—
Corporate securities and other	10,683		59		8,799		1,825
Marketable equity securities	4,712		3,711		—		1,001
Investment securities, available-for-sale	$	1,802,213	$	3,770	$	1,795,617	$	2,826
Interest rate locks	$	12	$	—	$	12	$	—
Interest rate swap agreements	28,252		—		28,252		—
Liabilities
Subordinated debentures	$	67,306	$	67,306	$	—	$	—
Forward sale commitments	362		—		362		—
Interest rate swap agreements	28,252		—		28,252		—

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14.  FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

The following table presents activity for investment securities measured at fair value on a recurring basis for the year ended December 31, 2013:

(dollars in thousands)
	Beginning Balance January 1, 2013		Gains/(Losses) Included in Earnings		Gains/(Losses) Included in Other Comprehensive Income			Purchases		Sales			Maturities/ Calls/Paydowns			Accretion/ Amortization			Transfers		Ending Balance December 31, 2013
Level 1
Corporate securities and other	$	59	$	—	$	2		$	—	$	—		$	—		$	—		$	—	$	61
Marketable equity securities	3,711		—		530			—		—			—			—			—		4,241
Total level 1	3,770		—		532			—		—			—			—			—		4,302
Level 2
U.S. Government agencies	1,023		—		(34		)	1,000		—			(1,000		)	1			—		990
State and municipal bonds	285,320		—		(12,734		)	—		—			(61,630		)	3,755			—		214,711
Agency mortgage-backed securities/ collateralized mortgage obligations	1,491,365		—		(69,300		)	608,294		—			(365,012		)	(6,167		)	—		1,659,180
Non-agency collateralized mortgage obligations	9,110		—		(121		)	—		—			(4,744		)	13			—		4,258
Corporate securities and other	8,799		47		(9		)	—		(3,092		)	(814		)	(9		)	—		4,922
Total level 2	1,795,617		47		(82,198		)	609,294		(3,092		)	(433,200		)	(2,407		)	—		1,884,061
Level 3
Corporate securities and other	1,825		7		455			2,730		(340		)	—			8			—		4,685
Marketable equity securities	1,001		—		58			—		—			—			—			—		1,059
Total level 3	2,826		7		513			2,730		(340		)	—			8			—		5,744
Total available-for-sale securities	$	1,802,213	$	54	$	(81,153	)	$	612,024	$	(3,432	)	$	(433,200	)	$	(2,399	)	$	—	$	1,894,107

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14.  FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

The following table sets forth the Company’s financial assets subject to fair value adjustments (impairment) on a non-recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

(dollars in thousands)	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
December 31, 2013	(Level 1)		(Level 2)		(Level 3)		Balance
Loans held-for-sale	$	—	$	4,951	$	—	$	4,951
Impaired loans, net	—		—		49,412		49,412
OREO and other repossessed assets	—		—		1,278		1,278
December 31, 2012
Loans held-for-sale	$	—	$	14,330	$	—	$	14,330
Impaired loans, net	—		—		53,138		53,138
OREO and other repossessed assets	—		—		3,029		3,029

Fair value for loans held-for-sale is estimated based upon available market data for mortgage-backed securities with similar interest rates and maturities.  Lower of cost or estimated fair value write-downs recorded on loans held-for-sale were zero as of December 31, 2013 and December 31, 2012.

The recorded investment in impaired loans totaled $57.7 million with a specific reserve of $8.3 million at December 31, 2013, compared to $56.2 million with a specific reserve of $3.1 million at December 31, 2012. Fair value for impaired loans is measured primarily on the value of the collateral securing these loans, less estimated costs to sell, or the present value of estimated cash flows discounted at the loan’s original effective interest rate.  Appraised values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business.

Fair value for OREO and other repossessed assets is estimated based upon its appraised value less costs to sell. Additional write-downs of $0.1 million and $0.3 million were included in the period-ending OREO and other repossessed assets balance at December 31, 2013 and December 31, 2012, respectively.

In addition to financial instruments recorded at fair value in the Company’s financial statements, disclosure of the estimated fair value of all of an entity’s assets and liabilities considered to be financial instruments is also required.  For the Company, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. However, certain instruments lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction.  Also, it is the Company’s general practice and intent to hold its financial instruments to maturity and to not engage in trading or sales activities, other than mortgage loans held-for-sale.  Fair values have been estimated using data that management considered the best available and estimation methodologies deemed suitable for the pertinent category of financial instrument.  

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14.  FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

The estimation methodologies, resulting fair values and recorded carrying amounts are as follows:

(dollars in thousands)	December 31, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
ASSETS
Cash and cash equivalents	$	283,523	$	283,523	$	428,128	$	428,128
Investment securities available-for-sale	1,894,107		1,894,107		1,802,213		1,802,213
Investment securities held-to-maturity	438,445		452,202		464,166		499,149
Loans held-for-sale	4,951		5,077		14,330		14,680
Loans, net of allowance for loan losses	5,236,901		5,168,470		5,115,597		5,131,880
OREO and other repossessed assets	1,278		1,278		3,029		3,029
Interest rate locks	—		—		12		12
Interest rate swap agreements	21,624		21,624		28,252		28,252
LIABILITIES
Non-interest bearing deposits	$	970,051	$	970,051	$	891,401	$	891,401
Interest bearing deposits, non-maturity	3,852,036		3,852,036		3,609,174		3,609,174
Deposits with stated maturities	1,250,491		1,253,920		1,434,990		1,445,706
Customer repurchase agreements	551,736		551,736		560,065		560,065
Structured repurchase agreements	50,000		51,332		75,000		78,593
Short-term borrowings	—		—		100,000		100,000
Federal Home Loan Bank advances	603,232		611,890		464,632		543,903
Subordinated debentures	77,321		77,321		144,627		144,627
Forward sale commitments	84		84		362		362
Interest rate locks	42		42		—		—
Interest rate swap agreements	21,624		21,624		28,252		28,252

The fair value of cash and cash equivalents has been estimated to equal the carrying amounts due to the short-term nature of these instruments.  Therefore, cash and cash equivalents are classified within Level 1 of the fair value hierarchy.

The fair value of investment securities held-to-maturity has been estimated in a similar fashion to similar securities categorized as available-for-sale.  Held-to-maturity securities include state and municipal bonds, collateralized mortgage obligations and mortgage-backed securities.  These instruments are classified within Level 2 of the fair value hierarchy.

The fair value of the loan portfolio has been estimated using a discounted cash flow methodology based upon prevailing market interest rates relative to the portfolios’ effective interest rate which includes assumptions concerning prepayment rates and net credit losses.  The loan portfolio is classified within Level 3 of the fair value hierarchy.

The fair value of non-interest bearing demand deposits has been estimated to equal the carrying amount, which is assumed to be the amount payable on demand at the balance sheet date and therefore are classified within Level 1 of the fair value hierarchy.

The fair value of interest bearing deposits excludes deposits with stated maturities and is based on the assumption that the exit value of the instruments would be funded with like instruments by principal market participants.  These instruments are classified within Level 2 of the fair value hierarchy.

The fair value of deposits with stated maturities is estimated at the present value of associated cash flows using contractual maturities and market interest rates.  These instruments are classified within Level 2 of the fair value hierarchy.

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14.  FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

The fair value of customer repurchase agreements has been estimated at the present value of associated cash flows using contractual maturities and market interest rates for each instrument.  These instruments are classified within Level 2 of the fair value hierarchy.

The fair value of repurchase agreements is determined based on current market rates for similar borrowings, as well as a further calculation for valuing the optionality of the conversion features in certain of the instruments.  These instruments are classified within Level 2 of the fair value hierarchy.

The fair value of FHLB advances is determined based on current market rates for similar borrowings with similar credit ratings, as well as a further calculation for valuing the optionality of the conversion features in certain of the instruments.  These instruments are classified within Level 2 of the fair value hierarchy.

The fair value option was elected for the Company’s fixed rate subordinated debenture, and the fair value was measured on an unadjusted, quoted price for the traded assets (formerly Nasdaq: “NPBCO”) and as such was classified within Level 1 of the fair value hierarchy. The fair value of this instrument was $67.3 million at December 31, 2012 and zero at December 31, 2013 due to its redemption on March 7, 2013. Subordinated debentures that have floating interest rates based upon LIBOR are callable at any time and, due to the call feature, the fair value is estimated to equal the par amount. These instruments are classified within Level 2 of the fair value hierarchy.

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15.  REGULATORY MATTERS

National Penn and National Penn Bank are subject to regulations of certain federal and state agencies, and undergo periodic examinations by such regulatory authorities.

National Penn Bank’s capital amount and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulations to ensure capital adequacy require National Penn Bank and the Company to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I capital (as defined in the regulations) to risk-weighted assets, and of Tier I capital to average assets. Management believes, as of December 31, 2013, that National Penn Bank and the Company met all capital adequacy requirements to which they are subject.

National Penn Bank is required to maintain average reserve balances with the Federal Reserve Bank.  The required reserve was $22.9 million at December 31, 2013. The average amount of these balances for the year ended December 31, 2013 was approximately $46.3 million.

The following tables summarize National Penn's and National Penn Bank’s regulatory capital.

December 31, 2013
(dollars in thousands)	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk-weighted assets)
National Penn	$	1,018,316	16.72	%	$	487,295	8.00	%	n/a		n/a
National Penn Bank	870,973		14.40	%	483,796		8.00	%	$	604,745	10.00	%
Tier I capital (to risk-weighted assets)
National Penn	$	941,926	15.46	%	$	243,647	4.00	%	n/a		n/a
National Penn Bank	795,123		13.15	%	241,898		4.00	%	$	362,847	6.00	%
Tier I capital (to average assets)
National Penn	$	941,926	11.63	%	$	323,963	4.00	%	n/a		n/a
National Penn Bank	795,123		9.85	%	323,030		4.00	%	$	403,788	5.00	%
December 31, 2012
(dollars in thousands)	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk-weighted assets)
National Penn	$	1,056,835	17.80	%	$	475,097	8.00	%	n/a		n/a
National Penn Bank	879,015		15.09	%	465,961		8.00	%	$	582,452	10.00	%
Tier I capital (to risk-weighted assets)
National Penn	$	982,148	16.54	%	$	237,548	4.00	%	n/a		n/a
National Penn Bank	805,738		13.83	%	232,981		4.00	%	$	349,471	6.00	%
Tier I capital (to average assets)
National Penn	$	982,148	12.16	%	$	323,131	4.00	%	n/a		n/a
National Penn Bank	805,738		10.02	%	321,802		4.00	%	$	402,252	5.00	%

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16. BENEFIT PLANS

Capital Accumulation Plan

The Company has a contributory capital accumulation plan under Section 401(k) of the Internal Revenue Code of 1986, as amended.  Under the plan, eligible participants may contribute a minimum of 1% of eligible earnings up to a maximum of the respective annual IRS allowable contribution each year.

Under the Capital Accumulation Plan:

• Persons become eligible for participation on the first day of the month following 30 days of employment.

• For newly-eligible employees, enrollment at 3% of base compensation is automatic and increases 1% on January 2^nd of each year, until reaching 7% of base compensation, subject to an “opt-out” procedure.

• There is a discretionary profit sharing account, which utilizes the same performance targets as National Penn’s annual Executive Incentive Plan and Management Incentive Plan. 

• The Company’s “match” is 50% of the first 7% of an employee’s compensation contributed to the Plan.

Matching contributions to the plan, including discretionary profit sharing, included in salaries, wages and employee benefit expenses were $3.8 million, $3.9 million, and $3.9 million, for the years ended December 31, 2013, 2012, and 2011, respectively.

Pension Plan

The Company has a curtailed, non-contributory defined benefit pension plan (National Penn Bancshares, Inc. Employee Pension Plan) covering substantially all employees of the Company and its subsidiaries employed as of January 1, 2009.  The Company-sponsored pension plan provides retirement benefits under pension trust agreements based on years of service. Prior to April 1, 2006, benefits are based on the average of the employee compensation during the highest five consecutive years during the last ten consecutive years of employment. Beginning on April 1, 2006, eligible compensation was limited to $50,000 per year.  The Company did not make a contribution in 2013 because the plan’s funding credit balance was applied toward reducing the contribution requirement.

On February 12, 2010, the Company curtailed its pension plan effective March 31, 2010, whereby no additional service will accumulate for vested participants after March 31, 2010. Unvested participants still have the opportunity to meet the five year vesting requirement to earn a benefit.

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16. BENEFIT PLANS - Continued

The following table sets forth the plan's funded status and amounts recognized in the Company's consolidated balance sheet:

(dollars in thousands)	December 31,
	2013			2012
Change in benefit obligation:
Benefit obligation at beginning of year	$	56,749		$	51,709
Interest cost	2,235			2,295
Effect of change in assumptions	(5,528		)	4,101
Benefits paid	(1,720		)	(1,513		)
Effect of change in experience	111			157
Benefit obligations at end of year	$	51,847		$	56,749
Change in plan assets:
Fair value of plan assets at beginning of year	$	41,414		$	38,896
Actual return on plan assets	8,054			4,155
Employer contribution	—			—
Benefits paid including assumed expenses	(1,884		)	(1,637		)
Fair value of plan assets at end of year	47,584			41,414
Funded status	$	(4,263	)	$	(15,335	)
Net loss not yet recognized in net periodic pension cost	$	14,685		$	25,859

Net pension cost included the following components:

(dollars in thousands)	Year Ended December 31,
	2013			2012			2011
Service cost	$	164		$	124		$	116
Interest cost	2,235			2,295			2,349
Expected return on plan assets	(2,931		)	(2,758		)	(2,785		)
Amortization of unrecognized net actuarial loss	634			562			305
Net periodic benefit cost (gain)	$	102		$	223		$	(15	)

Unamortized actuarial gains and losses and prior service costs and credits are recognized in AOCI.  Refer to Footnote 10 in this Report.

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16. BENEFIT PLANS - Continued

Weighted-average assumptions used to determine net benefit obligations:

	As of December 31,
	2013		2012
Discount rate	4.75	%	4.00	%
Rate of compensation increase	N/A		N/A

Weighted-average assumptions used to determine net periodic benefit cost:

	Year Ended December 31,
	2013		2012
Discount rate	4.00	%	4.50	%
Expected long-term return on plan assets	7.25	%	7.25	%
Rate of compensation increase	N/A		N/A

Plan Assets

The financial statements of the Company's pension plan are prepared on the accrual basis of accounting. Interest income is recorded on the accrual basis, and dividends are recorded on the ex-dividend date. The pension plan's investments are stated at fair value, and purchases and sales of securities are recorded on the trade date. To determine the fair value of plan assets, the pension plan utilizes the fair value hierarchy as described in detail in Footnote 14 Fair Value Measurements and Fair Value of Financial Instruments. The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Investments in interest bearing cash are stated at cost, which approximates fair value. The fair values of money market and mutual funds are based on quoted net asset values of the shares held by the plan on the valuation date. The fair values of common stocks and U.S. Government obligations are valued at the closing price reported in active markets in which the individual securities are traded. The plan does not have any assets in the Company’s stock. Actively traded corporate bonds and notes are valued based on quoted prices. U.S. Government agency obligations are valued based on yields currently available on comparable securities of issuers with similar credit ratings. The plan does not have any Level 3 investments.

The following table sets forth the pension plan’s financial assets at fair value by level within the fair value hierarchy:

December 31, 2013	Quoted  Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of December 31, 2013		Asset Allocation
(dollars in thousands)
Equity securities	$	33,475	$	—	$	—	$	33,475	70	%
Debt securities	8,299		5,286		—		13,585		29	%
Other	524		—		—		524		1	%
	$	42,298	$	5,286	$	—	$	47,584	100	%
December 31, 2012	Quoted  Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of December 31, 2012		Asset Allocation
(dollars in thousands)
Equity securities	$	25,148	$	—	$	—	$	25,148	61	%
Debt securities	7,118		6,156		—		13,274		32	%
Other	2,992		—		—		2,992		7	%
	$	35,258	$	6,156	$	—	$	41,414	100	%

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16. BENEFIT PLANS - Continued

Estimated Future Benefit Payments

(dollars in thousands)
2014	$	1,948
2015	2,143
2016	2,283
2017	2,453
2018	2,657
2019-2023	$	15,322

Deferred Compensation Arrangements

The Company has established deferred compensation arrangements for certain retired executive officers that provide for annual payments for fifteen years following retirement. The Company’s liabilities under these arrangements were accrued from the commencement of the agreements over the participant’s service periods.  The expense related to these deferred compensation arrangements is recorded in salaries, wages and employee benefits expense in the consolidated statement of income.

The Company has obtained, through its acquisitions, several non-qualified, unfunded contracts for certain executive officers.  These contracts supplement the benefit these executive officers will receive under the Company’s qualified retirement plans. Certain contracts also provide for survivor and other termination benefits.  The expense recorded in connection with these contracts was $0.8 million for December 31, 2013 and $1.1 million for December 31, 2012, and $1.4 million for December 31, 2011.  The Company is the beneficiary of life insurance policies that are intended to fund a portion of the contracts, which had a cash surrender value of $23.5 million as of December 31, 2013.

17. SHARE-BASED COMPENSATION

The Company, through its Compensation Committee of the Board of Directors, offers equity compensation to employees and non-employee directors of National Penn, National Penn Bank and other National Penn subsidiaries in the form of share-based awards.  Stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) vest over time, upon the satisfaction of established performance criteria, or both.

The Company believes such awards better align the interests of its employees and non-employee directors with those of its shareholders. Option awards are granted with an exercise price at least equal to the market price of the Company’s stock at the date of grant. Option and other share-based awards vest at such times as are determined by the Compensation Committee of the Board of Directors at the time of grant, but not before one year from the date of grant or later than five years from the date of grant.  The options have a maximum term of ten years for incentive stock options or ten years, one month for non-qualified stock options.

The fair value of RSAs and RSUs is estimated based on the price of the Company’s common stock on the date of grant.  Compensation cost is measured ratably over the vesting period of the awards and reversed for awards which are forfeited due to unfulfilled service or performance criteria.

Vesting of share-based awards is immediately accelerated in the event of a change-in-control; in the event the recipient’s service terminates due to death, disability or retirement (including a voluntary termination of employment at age 60 or more); or in the event of an involuntary termination of employment not for cause.

Awards are currently granted under the Long-Term Incentive Compensation Plan, approved by shareholders in April 2005 (“2005 Plan”) and expiring November 30, 2014.  Under the terms of the 2005 Plan, a total of 5,304,500 shares of common stock have been made available for option, restricted stock, or other share-based awards. As of December 31, 2013, approximately 1.5 million shares remain available for issuance under the terms of the 2005 Plan.

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17. SHARE-BASED COMPENSATION - Continued

Prior to the adoption of the 2005 Plan, the Company maintained other employee stock compensation plans ("Previous Company Plans"). A total of 5,048,577 shares of common stock were made available for option or restricted stock awards. At December 31, 2013, approximately 0.5 million shares remain outstanding from the Previous Company Plans. In addition to the Previous Company Plans, the Company issued 3,022,185 substitute stock options as a result of acquisitions made in 2008, of which, approximately 1.7 million options were outstanding at December 31, 2013.

The impact of shared-based compensation on the Company’s financial results for the following periods:

(dollars in thousands)	Year Ended December 31,
	2013			2012			2011
Share-based compensation expense	$	3,309		$	3,513		$	3,808
Income tax benefit	(1,158		)	(1,230		)	(1,333		)
Reduction to net income	$	2,151		$	2,283		$	2,475

The total unrecognized compensation cost and the weighted-average period over which unrecognized compensation cost is expected to be recognized related to non-vested share-based compensation arrangements at December 31, 2013 is presented below:

(dollars in thousands)	Unrecognized Compensation Cost		Weighted-Average Period Remaining (Years)
Restricted stock	$	3,821	2.4
Stock options	1,164		2.2
Total	$	4,985	2.3

Restricted Stock

Information regarding restricted stock for the following periods is summarized below:

	Year Ended December 31,
	2013		2012		2011
Shares granted	411,723		383,906		305,503
Weighted-average grant date fair value	$	9.85	$	8.80	$	8.32
Fair value of awards vested (000's)	$	1,988	$	2,098	$	1,938

A summary of the status of the Company’s non-vested restricted stock as of December 31, 2013, and changes during the year then ended, is presented below:

	Shares		Weighted- Average Grant-Date Fair Value
Non-vested at January 1, 2013	723,801		$	8.02
Granted	411,723		9.85
Forfeited/Canceled	(44,764	)	8.92
Vested	(204,208	)	7.20
Non-vested at December 31, 2013	886,552		$	9.04

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17. SHARE-BASED COMPENSATION - Continued

Stock Options

The Company estimated the fair value of each option grant on the date of grant using the Black-Scholes options-pricing model with the following weighted-average assumptions:

	Year Ended December 31,
	2013		2012		2011
Risk-free interest rates	1.20	%	1.76	%	3.07	%
Expected dividend yield	4.07	%	2.27	%	0.48	%
Expected volatility	53.13	%	51.09	%	49.44	%
Expected lives (years)	6.98		7.88		7.93

Information regarding stock options as of December 31, 2013, and changes during the year ended are presented below:

(dollars in thousands, except per share data)			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
	Options
Outstanding at January 1, 2013	4,562,227		$	15.31	3.0	$	1,450
Granted	247,750		9.84
Exercised	(122,730	)	7.33
Forfeited	(640,243	)	16.30
Outstanding at December 31, 2013	4,047,004		15.06		2.6	3,032
Exercisable at December 31, 2013	3,443,271		$	16.19	1.7	$	1,419

The following table summarizes information related to stock options:

(dollars in thousands, except share and per share data)	Year Ended December 31,
	2013		2012		2011
Options granted	247,750		239,250		233,500
Weighted-average grant date fair value	$	3.47	$	3.80	$	4.71
Fair value of awards vested	675		588		1,106
Proceeds from stock options exercised	900		708		1,934
Tax benefit recognized from stock options exercised	112		697		1,080
Intrinsic value of stock options exercised	321		352		933

Employee Stock PurchasePlan

Under the 1997 shareholder-approved Employee Stock Purchase Plan (“ESPP”), as amended, the Company is authorized to issue up to 864,723 common shares of the Company to eligible employees of the Company. These shares may be purchased by employees at a price equal to 90% of the fair market value of the shares on the purchase date.  Purchases under the ESPP are made four times annually.  Employee contributions to the ESPP are made through payroll deductions.  

	Year Ended December 31,
	2013		2012		2011
ESPP shares purchased	65,161		66,103		72,364
Weighted-average employee purchase price	$	9.44	$	8.27	$	6.95

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18.  INCOME TAXES

The components of the income tax expense included in the consolidated statements of income are as follows: 

(dollars in thousands)	Year Ended December 31,
	2013		2012		2011
FEDERAL:
Current	$	9,339	$	21,556	$	15,490
Deferred federal expense	59		10,845		9,046
	9,398		32,401		24,536
STATE:
Current	183		353		636
Deferred state expense	—		—		—
	183		353		636
Income tax expense	$	9,581	$	32,754	$	25,172

The differences between income tax expense and the amount computed by applying the statutory federal income tax rate are as follows:

(dollars in thousands)	Year Ended December 31,
	2013			2012			2011
Computed tax expense at statutory rate	$	22,038		$	46,082		$	39,451
State income tax expense, net	119			228			413
Decrease in taxes resulting from:
Tax-exempt loan and investment income	(12,927		)	(13,861		)	(14,890		)
Amortization of goodwill and intangibles	(3		)	(3		)	(3		)
Other, net	354			308			201
Income tax expense	$	9,581		$	32,754		$	25,172

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18.  INCOME TAXES - Continued

Deferred tax assets and liabilities are composed of the following: 

(dollars in thousands)	December 31,
	2013		2012
Deferred tax assets
Allowance for loan losses	$	33,728	$	38,834
Tax credits	34,405		29,054
Net unrealized losses on investment securities available-for-sale	6,295		—
Accrued incentives and deferred compensation	8,688		9,024
Net operating loss	702		1,470
Pension	1,532		5,407
Accrued expenses	5,796		4,101
Share-based compensation	3,044		2,487
Gain on subordinated debentures accounted for at fair value	—		445
Write-downs on other real estate	30		103
	$	94,220	$	90,925
Deferred tax liabilities
Net unrealized gains on investment securities available-for-sale	$	—	$	22,108
Core deposit intangibles & acquisition related	5,904		6,551
Loan costs	7,352		6,761
Amortization	4,115		3,509
Depreciation	257		560
	17,628		39,489
Net deferred tax asset (included in other assets)	$	76,592	$	51,436

The Company believes that it is more likely than not that the deferred tax assets will be realized based upon estimates of taxable income and tax planning strategies; as a result, no valuation allowance was recorded as of December 31, 2013 or 2012. The Company has adjusted its beginning and ending deferred tax assets and liabilities for prior acquisitions and reclassifications of tax reserves.

As of December 31, 2013, the Company’s deferred tax asset included a net operating loss (“NOL”) carry forward of $0.7 million which expires in 12 years and is limited annually due to an ownership change that occurred, as defined by Section 382 of the Internal Revenue Code, from prior acquisitions. The Company anticipates fully utilizing its NOL prior to its statutory expiration dates. The Company has the additional following carryover items: (1) low income housing credits of $0.5 million that will begin to expire in 2030 if not utilized; and (2) an alternative minimum tax credit of $30.6 million which has an indefinite life.

Uncertain Tax Positions

The Company records a liability for unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(dollars in thousands)
	2013			2012
Balance at January 1,	$	1,886		$	2,401
Additions based on tax positions related to the current year	107			196
Additions for tax positions of prior years	—			—
Reductions for tax positions of prior years	(343		)	(1		)
Reductions as a result of lapse of applicable statute of limitations	(613		)	(710		)
Balance at December 31,	$	1,037		$	1,886

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18.  INCOME TAXES - Continued

The Company is subject to income taxes in the U.S. and various state jurisdictions.  Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.  The Company is no longer subject to U.S. federal tax examinations by the IRS before 2010, and is generally no longer subject to tax examinations by state and local tax authorities for the years before 2009.

19. CONDENSED FINANCIAL INFORMATION – PARENT COMPANY ONLY

The following table is a summary of selected financial information of National Penn Bancshares, Inc., parent company only:

(dollars in thousands)
	Year Ended December 31,
CONDENSED BALANCE SHEETS	2013		2012
Assets:
Cash (q)	$	11,056	$	1,163
Investment in bank subsidiaries	1,057,054		1,124,076
Investment in other subsidiaries	139,342		179,900
Other assets	2,142		780
	$	1,209,594	$	1,305,919
Liabilities and shareholders' equity:
Subordinated debentures	$	77,321	$	144,627
Other liabilities	407		—
Shareholders' equity	1,131,866		1,161,292
	$	1,209,594	$	1,305,919
(q) For tax planning purposes, cash was transferred to a subsidiary of the Parent Company totaling $115 million at December 31, 2013 and $150 million at December 31, 2012. The cash was subsequently returned to the Parent Company.

(dollars in thousands)
	Year Ended December 31,
CONDENSED STATEMENTS OF INCOME	2013			2012			2011
Income:
Equity in undistributed net (loss) earnings of subsidiaries (r)	$	(24,961	)	$	(110,930	)	$	88,604
Dividends from subsidiaries	79,900			214,992			7,300
Interest and other income	2,206			913			266
Total income	57,145			104,975			96,170
Expense:
Interest on subordinated debentures	3,092			7,425			7,299
Other operating expenses	1,502			1,392			5,794
Total expense	4,594			8,817			13,093
Income before income taxes	52,551			96,158			83,077
Income tax (benefit)	(836		)	(2,752		)	(4,467		)
Net income	$	53,387		$	98,910		$	87,544
(r)  During 2013, earnings of subsidiaries totaled $54.9 million and were netted by distributions to the Parent Company of $79.9 million.

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19. CONDENSED FINANCIAL INFORMATION – PARENT COMPANY ONLY - Continued

(dollars in thousands)
	Year Ended December 31,
CONDENSED STATEMENTS OF CASH FLOWS	2013			2012			2011
Cash flows from operating activities:
Net income	$	53,387		$	98,910		$	87,544
Equity in undistributed net loss (earnings) of subsidiaries (r)	24,961			110,930			(88,604		)
(Increase) decrease in other assets	(1,185		)	4,843			(4,444		)
Increase (decrease) in other liabilities	407			(1,835		)	(2,361		)
Other, net	(2,100		)	—			—
Net cash provided by (used in) operating activities	75,470			212,848			(7,865		)
Cash flows from investing activities:
Capital contributions to subsidiaries (q)	(115,000		)	(150,000		)	(58,039		)
Capital received from subsidiaries	151,956			55,997			4,844
Net cash provided by (used in) investing activities	36,956			(94,003		)	(53,195		)
Cash flows from financing activities:
Proceeds from advances from subsidiaries	—			1,063			2,530
Repayment of advances from subsidiaries	(65,206		)	(1,746		)	—
Common and treasury stock issuances	6,370			7,092			91,740
Purchase of treasury stock	—			(67,531		)	—
Payment to repurchase preferred stock	—			—			(150,000		)
Cash dividends	(43,697		)	(61,401		)	(15,234		)
Common stock warrant repurchase	—			—			(1,000		)
Net cash used in financing activities	(102,533		)	(122,523		)	(71,964		)
Net increase (decrease) in cash and cash equivalents	9,893			(3,678		)	(133,024		)
Cash and cash equivalents at beginning of year	1,163			4,841			137,865
Cash and cash equivalents at end of year (q)	$	11,056		$	1,163		$	4,841
(q) For tax planning purposes, cash was transferred to a subsidiary of the Parent Company totaling $115 million at December 31, 2013 and $150 million at December 31, 2012. The cash was subsequently returned to the Parent Company.
(r)  During 2013, earnings of subsidiaries totaled $54.9 million and were netted by distributions to the Parent Company of $79.9 million.

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20. SEGMENT INFORMATION

The Company’s operating segments, which are evaluated regularly by the Chief Executive Officer to decide how to allocate and assess resources and performance, are “Community Banking” and “Other.” The Company determines its segments based primarily upon product and service offerings and through the types of income generated.

The Company’s community banking segment consists of commercial and retail banking. The community banking business segment is managed as a single strategic unit, which generates revenue from a variety of products and services it provides. Examples of products and services provided include commercial business loans, commercial real estate loans, residential mortgages and other consumer loans, and deposit and cash management services. Both commercial and retail banking are dependent upon deposits and various borrowings to manage interest rate and credit risk. 

The Company has also identified several other operating segments. These non-reportable segments include National Penn Wealth Management, N.A., National Penn Capital Advisors, Inc., National Penn Insurance Services Group, Inc., and the parent bank holding company and are included in the “Other” category. These operating segments do not have similar characteristics to the community banking operations and do not individually or in the aggregate meet the quantitative thresholds requiring separate disclosure. The operating segments in the “Other” category earn revenues primarily through the generation of fee income and are also aggregated based on their similar economic characteristics, products and services, type or class of customer, methods used to distribute products and services and/or nature of their regulatory environment.��The identified segments reflect the manner in which financial information is currently evaluated by management. The accounting policies, used in this disclosure of operating segments, are the same as those described in the Footnote 1 "Summary of Significant Accounting Policies" within this section.

Reportable segment-specific information and reconciliation to consolidated financial information is as follows:

(dollars in thousands)	Community Banking
December 31, 2013			Other			Consolidated
Total assets	$	8,551,806	$	40,042		$	8,591,848
Total deposits	6,072,578		—			6,072,578
Net interest income (expense)	255,030		(2,968		)	252,062
Total non-interest income	52,968		45,099			98,067
Total non-interest expense	244,906		37,005			281,911
Net income (loss) available to common shareholders	50,840		2,547			53,387
December 31, 2012
Total assets	8,485,482		44,040			8,529,522
Total deposits	5,935,565		—			5,935,565
Net interest income (expense)	261,098		(7,092		)	254,006
Total non-interest income	53,784		42,184			95,968
Total non-interest expense	173,507		36,803			210,310
Net income (loss) available to common shareholders	100,624		(1,714		)	98,910
December 31, 2011
Total assets	8,431,175		55,106			8,486,281
Total deposits	5,874,819		—			5,874,819
Net interest income (expense)	268,161		(8,258		)	259,903
Total non-interest income	54,502		39,341			93,843
Total non-interest expense	192,280		33,750			226,030
Net income (loss) available to common shareholders	95,081		(10,680		)	84,401

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21. SUBSEQUENT EVENTS

On January 30, 2014, under the terms of National Penn's previously announced repurchase plan, National Penn completed the repurchase of 7 million shares of its common stock from two affiliates of Warburg Pincus, at $10.77 per share (the closing price of National Penn common stock on the date the repurchase agreement was entered into). As a result, the ownership of National Penn common stock by these shareholders was reduced to approximately 13.6% of National Penn’s outstanding common stock. This transaction substantially completed our 2014 repurchase plan. For additional information, see National Penn’s Current Report on Form 8-K dated January 28, 2014.

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Item  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.  CONTROLS AND PROCEDURES

Disclosure Controls

We are responsible for establishing and maintaining effective disclosure controls and procedures.  Disclosure controls and procedures are defined in Securities and Exchange Commission Rule 13a-15(e) as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the SEC’s rules and forms.  Disclosure controls and procedure include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Under the supervision of National Penn’s Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report.  Based on that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that such disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  National Penn’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

National Penn’s internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of National Penn’s assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of National Penn’s management and directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of National Penn’s assets that could have a material effect on the financial statements.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within National Penn have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.  Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management, under the supervision and with the participation of National Penn’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2013.  In making such assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on this assessment, our management concluded that as of December 31, 2013 our internal control over financial reporting is effective.

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Our independent registered public accounting firm, KPMG LLP, audited our internal control over financial reporting as of December 31, 2013.  Their report, dated March 3, 2014, expressed an unqualified opinion on our internal control over financial reporting.  Their report is included in Item 8 within this Report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There are inherent limitations to the effectiveness of any control system. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system is limited by available resources, and the benefits of controls must be considered relative to their costs and their impact on National Penn's business model. National Penn intends to continue improving and refining its internal control over financial reporting.

Item 9B.  OTHER INFORMATION

On December 23, 2013, National Penn entered into an amendment with U.S. Bank National Association to its unsecured, revolving line of credit loan agreement. By this amendment, the credit facility was increased to $75 million from $25 million. As of March 3, 2014, National Penn has never borrowed any funds under this credit facility.

PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to executive officers of National Penn is included under Item 4A in Part I of this Report.  National Penn maintains in effect a written Code of Conduct that applies to National Penn’s directors, executive officers, employees and others acting on behalf of National Penn, including our principal executive officer, principal financial officer, principal accounting officer, controller, and any other person performing similar functions.  A copy of the Code of Conduct is included in this Report as Exhibit 14.1.  Other information required by this item is incorporated by reference to the sections captioned “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance” of National Penn’s definitive Proxy Statement (the “Proxy Statement”) to be used in connection with National Penn’s 2014 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or before April 30, 2014.

Item 11.  EXECUTIVE COMPENSATION

Information required by this item is incorporated by reference to the sections captioned “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments Upon Termination of Employment or a Change in Control,” and “Director Compensation” of the Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item is incorporated by reference to the sections captioned “Stock Ownership” and “Equity Compensation Plan Table” of the Proxy Statement.

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Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR  INDEPENDENCE

Information required by this item is incorporated by reference to the sections captioned “Corporate Governance” and “Related Party Transaction and Policies” of the Proxy Statement.

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item is incorporated by reference to the sections captioned “Audit Committee Report” and “Audit and Non-Audit Fees” of the Proxy Statement.

PART IV

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)           1.           Financial Statements.

The following consolidated financial statements are included in Part II, Item 8, of this Report:

National Penn Bancshares, Inc. and Subsidiaries:

• Consolidated Balance Sheets as of December 31, 2013 and 2012.

• Consolidated Statements of Income for fiscal years ended December 31, 2013, 2012, and 2011.

• Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2013, 2012, and 2011.

• Consolidated Statement of Changes in Shareholders’ Equity for fiscal years ended December 31, 2013, 2012 and 2011.

• Consolidated Statements of Cash Flows for fiscal years ended December 31, 2013, 2012 and 2011.

• Notes to Consolidated Financial Statements.

2.           Financial Statement Schedules.

Financial statement schedules are omitted because the required information is either not applicable, not required, or is shown in the financial statements or in their notes.

(b)           Exhibits.

3.1	Articles of Incorporation, as amended, of National Penn Bancshares, Inc. (Incorporated by reference to Exhibit 3.1 to National Penn’s Report on Form 8-K dated April 24, 2009, as filed on April 24, 2009.)
3.2	Bylaws, as amended and restated, of National Penn Bancshares, Inc. (Incorporated by reference to Exhibit 3.1 to National Penn’s Report on Form 8-K dated September 25, 2013, as filed on September 30, 2013.)
3.3	Statement with Respect to Shares, filed by National Penn Bancshares, Inc. (Incorporated by reference to Exhibit 3.1 to National Penn’s Report on Form 8-K dated November 2, 2009, as filed on November 2, 2009.)
3.4	Statement of Change of Registered Office, as filed on February 28, 2014.
4.1	Form of Trust Agreement between National Penn Bancshares, Inc. and Christiana Bank & Trust Company, as Trustee.  (Incorporated by reference to Exhibit 4.1 to National Penn’s Pre-Effective Amendment No. 1 to Registration Statement Nos. 333-97361 and 333-97361-01 on Form S-3, as filed on July 30, 2002.)
4.2	Form of Amended and Restated Trust Agreement among National Penn Bancshares, Inc., Christiana Bank & Trust Company, as Property Trustee, and Christiana Bank & Trust Company, as Delaware Trustee.  (Incorporated by reference to Exhibit 4.2 to National Penn’s Pre-Effective Amendment No. 1 to Registration Statement Nos. 333-97361 and 333-97361-01 on Form S-3, as filed on August 7, 2002.)
4.3	Form of Subordinated Debenture Indenture between National Penn Bancshares, Inc. and Christiana Bank & Trust Company, as Trustee.  (Incorporated by reference to Exhibit 4.4 to National Penn’s Pre-Effective Amendment No. 1 to Registration Statement Nos. 333-97361 and 333-97361-01 on Form S-3, as filed on August 7, 2002.)
4.4	Form of Preferred Securities Guarantee Agreement between National Penn Bancshares, Inc. and Christiana Bank & Trust Company, as Trustee.  (Incorporated by reference to Exhibit 4.6 to National Penn’s Pre-Effective Amendment No. 1 to Registration Statement Nos. 333-97361 and 333-97361-01 on Form S-3, as filed on August 7, 2002.)

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4.5	Form of Declaration of Trust between National Penn Bancshares, Inc., as sponsor, and Chase Manhattan Bank USA, National Association.  (Incorporated by reference to Exhibit 4.1 to National Penn’s Report on Form 8-K dated February 20, 2004, as filed on February 24, 2004.)
4.6	Form of Amended and Restated Trust Agreement among National Penn Bancshares, Inc., as sponsor, Chase Manhattan Bank USA, National Association, as Delaware Trustee, JPMorgan Chase Bank, as Institutional Trustee, and Gary L. Rhoads and Sandra L. Spayd, as Administrators.  (Incorporated by reference to Exhibit 4.2 to National Penn’s Report on Form 8-K dated February 20, 2004, as filed on February 24, 2004.)
4.7	Form of Indenture between National Penn Bancshares, Inc. and JPMorgan Chase Bank, as Trustee.  (Incorporated by reference to Exhibit 4.3 to National Penn’s Report on Form 8-K dated February 20, 2004, as filed on February 24, 2004.)
4.8	Form of Guarantee Agreement between National Penn Bancshares, Inc., as Guarantor, and JPMorgan Chase Bank, as Guarantee Trustee.  (Incorporated by reference to Exhibit 4.4 to National Penn’s Report on Form 8-K dated February 20, 2004, as filed on February 24, 2004.)
4.9	Form of Declaration of Trust between National Penn Bancshares, Inc., as sponsor, and Wilmington Trust Company.  (Incorporated by reference to Exhibit 4.1 to National Penn's Report on Form 8-K dated March 25, 2004, as filed on March 31, 2004.)
4.10	Form of Amended and Restated Trust Agreement among National Penn Bancshares, Inc., as sponsor, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, and Gary L. Rhoads and Sandra L. Spayd, as Administrators.  (Incorporated by reference to Exhibit 4.2 to National Penn's Report on Form 8-K dated March 25, 2004, as filed on March 31, 2004.)
4.11	Form of Indenture between National Penn Bancshares, Inc. and Wilmington Trust Company, as Trustee.  (Incorporated by reference to Exhibit 4.3 to National Penn's Report on Form 8-K dated March 25, 2004, as filed on March 31, 2004.)
4.12	Form of Guarantee Agreement between National Penn Bancshares, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee. (Incorporated by reference to Exhibit 4.4 to National Penn’s Report on Form 8-K dated March 25, 2004, as filed on March 31, 2004.)
4.13	Form of Declaration of Trust between National Penn Bancshares, Inc., as sponsor, and Wells Fargo Delaware Trust Company.  (Incorporated by reference to Exhibit 4.1 to National Penn’s Report on Form 8-K dated April 7, 2004, as filed on April 13, 2004.)
4.14	Form of Amended and Restated Declaration of Trust among National Penn Bancshares, Inc., as sponsor, Wells Fargo Delaware Trust Company, as Delaware Trustee, Wells Fargo Bank, National Association, as Institutional Trustee, and Gary L. Rhoads and Sandra L. Spayd, as Administrators.  (Incorporated by reference to Exhibit 4.2 to National Penn’s Report on Form 8-K dated April 7, 2004, as filed on April 13, 2004.)
4.15	Form of Indenture between National Penn Bancshares, Inc. and Wells Fargo Bank, as Institutional Trustee. (Incorporated by reference to Exhibit 4.3 to National Penn’s Report on Form 8-K dated April 7, 2004, as filed on April 13, 2004.)
4.16	Form of Guarantee Agreement between National Penn Bancshares, Inc., as Guarantor, and Wells Fargo Bank, National Association, as Guarantee Trustee.  (Incorporated by reference to Exhibit 4.4 to National Penn’s Report on Form 8-K dated April 7, 2004, as filed on April 13, 2004.)
4.17	Form of Declaration of Trust between National Penn Bancshares, Inc., as sponsor, and Christiana Bank & Trust Company.  (Incorporated by reference to Exhibit 4.1 to National Penn’s Report on Form 8-K dated January 25, 2006, as filed on January 25, 2006.)
4.18	Form of Amended and Restated Declaration of Trust among National Penn Bancshares, Inc., as sponsor, Christiana Bank & Trust Company, as Delaware Trustee, LaSalle Bank National Association, as Institutional Trustee, and Gary L. Rhoads and Sandra L. Spayd, as Administrators. (Incorporated by reference to Exhibit 4.2 to National Penn’s Report on Form 8-K dated January 25, 2006, as filed on January 25, 2006.)
4.19	Form of Indenture between National Penn Bancshares, Inc., and LaSalle Bank National Association, as Trustee. (Incorporated by reference to Exhibit 4.3 to National Penn’s Report on Form 8-K dated January 25, 2006, as filed on January 25, 2006.)
4.20	Form of Guarantee Agreement between National Penn Bancshares, Inc., as Guarantor, and LaSalle Bank National Association, as Guarantee Trustee. (Incorporated by reference to Exhibit 4.4 to National Penn’s Report on Form 8-K dated January 25, 2006, as filed on January 25, 2006.)
4.21	Loan Agreement, dated December 22, 2011, between U.S. Bank National Association and National Penn Bancshares, Inc., as amended December 22, 2012, August 8, 2013, and December 23, 2013.
10.1	National Penn Bancshares, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. (Incorporated by reference to Exhibit 4.2 to National Penn’s Registration Statement No. 333-154973 on Form S-3, as filed on November 3, 2008.)
10.2	National Penn Bancshares, Inc. Executive Incentive Plan.* (Amended and Restated Effective January 1, 2011) (Incorporated by reference to Exhibit 10.1 to National Penn’s Report on Form 8-K dated January 24, 2011, as filed on January 27, 2011.)

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10.3	National Penn Bancshares, Inc. Amended Officers’ and  Key Employees’ Stock Compensation Plan.*  (Incorporated by reference to Exhibit 10.1 to National Penn’s Report on Form 8-K dated September 26, 2001, as filed on September 27, 2001.)
10.4	National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan.* (Incorporated by reference to Exhibit 10.1 to National Penn’s Report on Form 8-K dated April 25, 2005, as filed on April 29, 2005.)
10.5	National Penn Bancshares, Inc. Directors’ Fee Plan.*  (Incorporated by reference to Exhibit 10.1 to National Penn’s Report on Form 8-K dated December 18, 2009, as filed on December 18, 2009.)
10.6	National Penn Bancshares, Inc. Amended and Restated Employee Stock Purchase Plan.* (Incorporated by reference to Exhibit 10.2 to National Penn’s Report on Form 8-K dated July 22, 2009, as filed on July 22, 2009.)
10.7	National Penn Bancshares, Inc. Capital Accumulation Plan (Incorporated by reference to National Penn’s Registration Statement No. 333-192187 on Form S-8 as filed on November 8, 2013).
10.8	Form of Amended and Restated Director Deferred Fee Agreement between Bernville Bank, N.A. and certain former Bernville Bank, N.A. directors.*  (Incorporated by reference to Exhibit 10.20 to National Penn’s Annual Report on Form 10-K for the year ended December 31, 2000.)
10.9	National Penn Bancshares, Inc. FirstService Substitute Incentive Stock Option Plan.* (Incorporated by reference to Exhibit 10.20 to National Penn’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.10	National Penn Bancshares, Inc. FirstService Non-Employee Directors Substitute Stock Option Plan.* (Incorporated by reference to Exhibit 10.21 to National Penn’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.11	National Penn Bancshares, Inc. Peoples First, Inc. Substitute 2001 Stock Option Plan.*  (Incorporated by reference to Exhibit 4.1 to National Penn’s Registration Statement No. 333-116767 on Form S-8, as filed on June 23, 2004.)
10.12	National Penn Bancshares, Inc. Nittany Financial Corp. Substitute Stock Option Plan.* (Incorporated by reference to Exhibit 4.1 to National Penn’s Registration Statement No. 333-131620 on Form S-8, as filed on February 7, 2006.)
10.13	National Penn Bancshares, Inc. KNBT Bancorp, Inc. Consolidated Substitute Stock Option Plan.* (Incorporated by reference to Exhibit 10.46 to National Penn’s Annual Report on Form 10-K for the year ended December 31, 2007.)
10.14	Executive Agreement dated as of January 1, 2008 among National Penn Bancshares, Inc., National Penn Bank and H. Anderson Ellsworth.*  (Incorporated by reference to Exhibit 10.79 to National Penn’s Annual Report on Form 10-K for the year ended December 31, 2007.)
10.15	Amendatory Agreement dated as of January 26, 2011, among National Penn Bancshares, Inc., National Penn Bank and H. Anderson Ellsworth.* (Incorporated by reference to Exhibit 10.2 to National Penn’s Report on Form 10-Q dated March 30, 2011, as filed on  May 9, 2011.
10.16	Amended and Restated Employment Agreement, dated as of January 28, 2008, among Keystone Nazareth Bank & Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc., National Penn Bank and Scott V. Fainor.*  (Incorporated by reference to Exhibit 10.83 to National Penn’s Annual Report on Form 10-K for the year ended December 31, 2007.)
10.17	Amendment to Employment Agreement dated January 27, 2010, among Keystone Nazareth Bank & Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc., National Penn Bank and Scott V. Fainor.* (Incorporated by reference to Exhibit 10.2 to National Penn’s Report on Form 8-K dated February 1, 2010, as filed on February 1, 2010.)
10.18	Amended and Restated Employment Agreement, dated as of February 8, 2013, among National Penn Bancshares, Inc., National Penn Bank and Sandra L. Bodnyk. * (Incorporated by reference to Exhibit 10.1 to National Penn's Report on Form 8-K dated February 8, 2013, as filed on February 8, 2013.)
10.19	Employment Agreement, dated as of August 12, 2009, among National Penn Bancshares, Inc., National Penn Bank and Michael J. Hughes.*  (Incorporated by reference to Exhibit 10.1 to National Penn’s Report on Form 8-K dated August 12, 2009, as filed on August 12, 2009.)
10.20	Amendment to Employment Agreement, dated as of February 8, 2013, among National Penn Bancshares, Inc., National Penn Bank and Michael J. Hughes.*  (Incorporated by reference to Exhibit 10.2 to National Penn’s Report on Form 8-K dated February 8, 2013, as filed on February 8, 2013.)
10.21	Executive Agreement dated February 1, 2008, among National Penn Bancshares, Inc., National Penn Bank, and David B. Kennedy.* (Incorporated by reference to Exhibit 10.26 to National Penn's Annual Report on Form 10-K for 2011, as filed on February 29, 2012.)
10.22	Amendatory Agreement dated as of January 27, 2010, between National Penn Bancshares, Inc., National Penn Bank and David B. Kennedy.* (Incorporated by reference to Exhibit 10.27 to National Penn's Annual Report on Form 10-K for 2011, as filed on February 29, 2012.)
10.23	Form of Restricted Stock Agreement for shares of restricted stock granted to executive officers on January 23, 2012.* (Incorporated by reference to Exhibit 10.1 to National Penn’s Report on Form 8-K dated January 23, 2012, as filed on January 27, 2012.)
10.24	Form of Restricted Stock Agreement for shares of restricted stock granted to executive officers on January 21, 2014.*

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10.25	Investment Agreement between National Penn Bancshares, Inc. and Warburg Pincus dated October 5, 2010. (Incorporated by reference to Exhibit 10.1 to National Penn’s Report on Form 8-K dated October 6, 2010, as filed on October 6, 2010.)
14.1	Amended and Restated National Penn Bancshares, Inc. Code of Conduct.   (Incorporated by reference to Exhibit 14.1 to National Penn’s Annual Report on Form 10-K for 2009, as filed on March 5, 2010.)
21	Subsidiaries of the Registrant.
23	Consent of KPMG LLP.
31.1	Certification of President and Chief Executive Officer of National Penn Bancshares, Inc., pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer of National Penn Bancshares, Inc., pursuant to Commission Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of President and Chief Executive Officer of National Penn Bancshares, Inc., pursuant to Commission Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  (Furnished, not filed.)
32.2	Certification of Chief Financial Officer of National Penn Bancshares, Inc., pursuant to Commission Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  (Furnished, not filed.)

101.INS XBRL	Instance Document **
101.SCH XBRL	Taxonomy Extension Schema Document **
101.CAL XBRL	Taxonomy Extension Calculations Linkbase Document **
101.DEF XBRL	Taxonomy Extension Definition Linkbase Document **
101.LAB XBRL	Taxonomy Extension Label Linkbase Document **
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__________

^{*Denotes a compensatory plan or arrangement.} 

^{**Furnished herewith.} 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NATIONAL PENN BANCSHARES, INC.
		(Registrant)
March 3, 2014	By	/s/ Scott V. Fainor
		Scott V. Fainor
		President and
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated:

Signatures	Title	Date
/s/ Thomas A. Beaver	Director and Chairman	March 3, 2014
Thomas A. Beaver
/s/ Scott V. Fainor	Director, President and	March 3, 2014
Scott V. Fainor	Chief Executive Officer
	(Principal Executive Officer)
/s/ Jeffrey P. Feather	Director	March 3, 2014
Jeffrey P. Feather
/s/ Donna D. Holton	Director	March 3, 2014
Donna D. Holton
/s/ Thomas L. Kennedy	Director	March 3, 2014
Thomas L. Kennedy
/s/ Patricia L. Langiotti	Director	March 3, 2014
Patricia L. Langiotti
/s/ Christian F. Martin IV	Director	March 3, 2014
Christian F. Martin IV

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/s/ Michael E. Martin	Director	March 3, 2014
Michael E. Martin
/s/ Natalye Paquin	Director	March 3, 2014
Natalye Paquin
/s/ R. Chadwick Paul Jr.	Director	March 3, 2014
R. Chadwick Paul Jr.
/s/ C. Robert Roth	Director	March 3, 2014
C. Robert Roth
/s/ Wayne R. Weidner	Director	March 3, 2014
Wayne R. Weidner
/s/ Michael J. Hughes	Senior Executive Vice President and	March 3, 2014
Michael J. Hughes	Chief Financial Officer
	(Principal Financial Officer)
/s/ Stephen C. Lyons	Senior Vice President and	March 3, 2014
Stephen C. Lyons	Chief Accounting Officer
	(Principal Accounting Officer)

119