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

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 þx 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 (section 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 þx No ¨

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.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No þx

As of October ~~23, 2015,~~28, 2016, there were ~~38,512,012~~43,860,883 shares of WesBanco, Inc. common stock, $2.0833 par value, outstanding.


Item No.	ITEM	Page No.		ITEM	Page No.

	PART I - FINANCIAL INFORMATION			PART I—FINANCIAL INFORMATION
1	Financial Statements			Financial Statements
	Consolidated Balance Sheets at September 30, 2015 (unaudited) and December 31, 2014		3	Consolidated Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015		3
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014 (unaudited)		4	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 (unaudited)		4
	Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2015 and 2014 (unaudited)		5	Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2016 and 2015 (unaudited)		5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		6	Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)		6
	Notes to Consolidated Financial Statements (unaudited)		7	Notes to Consolidated Financial Statements (unaudited)		7

2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29	Management’s Discussion and Analysis of Financial Condition and Results of Operations		30

3	Quantitative and Qualitative Disclosures About Market Risk		49	Quantitative and Qualitative Disclosures About Market Risk		48

4	Controls and Procedures		51	Controls and Procedures		51

	PART II - OTHER INFORMATION			PART II – OTHER INFORMATION
1	Legal Proceedings		52	Legal Proceedings		52

2	Unregistered Sales of Equity Securities and Use of Proceeds		52	Unregistered Sales of Equity Securities and Use of Proceeds		52

6	Exhibits		54	Exhibits		53

	Signatures		55	Signatures		54


*(unaudited, in thousands, except shares)*	September 30, 2015			December 31, 2014			September 30, 2016			December 31, 2015

ASSETS
Cash and due from banks, including interest bearing amounts of$2,144 and $8,405, respectively	$	92,975		$	94,002
Cash and due from banks, including interest bearing amounts of$9,702 and $10,978, respectively							$	116,132		$	86,685
Securities:
Trading securities, at fair value								7,070			6,451
Available-for-sale, at fair value		1,559,718			917,424			1,302,029			1,403,069
Held-to-maturity (fair values of$983,997and $619,617, respectively)		957,352			593,670
Held-to-maturity (fair values of $1,089,227and $1,038,207, respectively)								1,049,093			1,012,930

Total securities		2,517,070			1,511,094			2,358,192			2,422,450

Loans held for sale		10,765			5,865			20,231			7,899

Portfolio loans, net of unearned income		4,950,642			4,086,766			6,236,852			5,065,842
Allowance for loan losses		(41,624	)		(44,654	)		(42,755	)		(41,710	)

Net portfolio loans		4,909,018			4,042,112			6,194,097			5,024,132

Premises and equipment, net		111,699			93,135			138,731			112,203
Accrued interest receivable		27,000			18,481			29,964			25,759
Goodwill and other intangible assets, net		492,725			319,506			591,866			490,888
Bank-owned life insurance		155,894			123,298			186,993			150,980
Other assets		135,284			89,072			176,178			149,302

Total Assets	$	8,452,430		$	6,296,565		$	9,812,384		$	8,470,298


LIABILITIES
Deposits:
Non-interest bearing demand	$	1,280,329		$	1,061,075		$	1,697,476		$	1,311,455
Interest bearing demand		1,206,837			885,037			1,618,514			1,152,071
Money market		1,011,420			954,957			1,016,300			967,561
Savings deposits		1,064,426			842,818			1,228,509			1,077,374
Certificates of deposit		1,630,890			1,305,096			1,573,712			1,557,838

Total deposits		6,193,902			5,048,983			7,134,511			6,066,299

Federal Home Loan Bank borrowings		893,117			223,126			950,847			1,041,750
Other short-term borrowings		84,587			80,690			132,497			81,356
Junior subordinated debt owed to unconsolidated subsidiary trusts		106,196			106,176
Subordinated debt and junior subordinated debt								163,364			106,196

Total borrowings		1,083,900			409,992			1,246,708			1,229,302

Accrued interest payable		2,832			1,620			2,898			1,715
Other liabilities		56,054			47,780			81,116			50,850

Total Liabilities		7,336,688			5,508,375			8,465,233			7,348,166


SHAREHOLDERS’ EQUITY
Preferred stock, no par value; 1,000,000 shares authorized; none outstanding		—			—			—			—
Common stock, $2.0833 par value;100,000,000 and 50,000,000 shares authorized in 2015 and 2014, respectively;38,546,042 and 29,367,511 issued in 2015 and 2014, respectively; outstanding:38,517,542and 29,298,188 shares in 2015 and 2014, respectively		80,304			61,182
Common stock, $2.0833 par value; 100,000,000 shares authorized in 2016 and 2015, respectively; issued:43,860,883and 38,546,042 shares in 2016 and 2015, respectively; outstanding:43,860,883and 38,459,635 shares in 2016 and 2015, respectively								91,377			80,304
Capital surplus		515,783			244,661			678,007			516,294
Retained earnings		535,777			504,578			583,392			549,921
Treasury stock (28,550and 69,323 shares in 2015 and 2014, respectively, at cost)		(890	)		(2,151	)
Treasury stock (0and 86,407 shares in 2016 and 2015, respectively, at cost)								—			(2,640	)
Accumulated other comprehensive loss		(14,446	)		(18,825	)		(5,062	)		(20,954	)
Deferred benefits for directors		(786	)		(1,255	)		(563	)		(793	)

Total Shareholders’ Equity		1,115,742			788,190			1,347,151			1,122,132

Total Liabilities and Shareholders’ Equity	$	8,452,430		$	6,296,565		$	9,812,384		$	8,470,298


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,					For the Three Months Ended September 30,					For the Nine Months Ended September 30,
*(unaudited, in thousands, except shares and per share amounts)*	2015			2014			2015		2014			2016		2015			2016		2015
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	51,876		$	43,399		$	151,913	$	128,691		$	55,822	$	51,876		$	160,858	$	151,913
Interest and dividends on securities:
Taxable		10,251			7,375			28,792		22,051			9,137		10,251			29,129		28,792
Tax-exempt		4,535			3,413			12,120		10,234			4,559		4,535			13,620		12,120

Total interest and dividends on securities		14,786			10,788			40,912		32,285			13,696		14,786			42,749		40,912

Other interest income		273			116			1,227		829			574		273			1,671		1,227

Total interest and dividend income		66,935			54,303			194,052		161,805			70,092		66,935			205,278		194,052
											��
INTEREST EXPENSE
Interest bearing demand deposits		517			399			1,425		1,168			691		517			1,841		1,425
Money market deposits		485			487			1,430		1,394			444		485			1,350		1,430
Savings deposits		165			135			475		398			173		165			502		475
Certificates of deposit		2,662			3,254			8,403		10,305			2,592		2,662			7,835		8,403

Total interest expense on deposits		3,829			4,275			11,733		13,265			3,900		3,829			11,528		11,733

Federal Home Loan Bank borrowings		1,650			264			3,157		650			3,005		1,650			9,104		3,157
Other short-term borrowings		89			348			254		1,255			118		89			299		254
Junior subordinated debt owed to unconsolidated subsidiary trusts		758			805			2,541		2,392
Subordinated debt and junior subordinated debt													1,043		758			2,706		2,541

Total interest expense		6,326			5,692			17,685		17,562			8,066		6,326			23,637		17,685

NET INTEREST INCOME		60,609			48,611			176,367		144,243			62,026		60,609			181,641		176,367
Provision for credit losses		1,798			1,478			5,768		4,526			2,214		1,798			6,350		5,768

Net interest income after provision for credit losses		58,811			47,133			170,599		139,717			59,812		58,811			175,291		170,599

NON-INTEREST INCOME
Trust fees		5,127			5,096			16,656		15,954			5,413		5,127			16,160		16,656
Service charges on deposits		4,425			4,170			12,342		12,107			4,733		4,425			12,861		12,342
Electronic banking fees		3,849			3,268			10,670		9,549			3,945		3,849			11,290		10,670
Net securities brokerage revenue		1,996			1,701			5,897		5,533			1,473		1,996			5,119		5,897
Bank-owned life insurance		1,021			882			3,264		3,577			995		1,021			2,910		3,264
Net gains on sales of mortgage loans		779			550			1,459		1,178			814		779			2,045		1,459
Net securities gains		47			581			69		756			598		47			2,293		69
Net (loss) / gain on other real estate owned and other assets		(18	)		(1,167	)		167		(1,218	)
Net gain/(loss) on other real estate owned and other assets													184		(18	)		380		167
Other income		960			1,573			3,916		4,508			2,862		960			6,943		3,916

Total non-interest income		18,186			16,654			54,440		51,944			21,017		18,186			60,001		54,440

NON-INTEREST EXPENSE
Salaries and wages		19,832			17,331			57,468		50,700			21,225		19,832			60,136		57,468
Employee benefits		6,028			5,051			20,151		16,289			6,275		6,028			20,684		20,151
Net occupancy		3,533			2,916			10,298		9,265			3,647		3,533			10,459		10,298
Equipment		3,731			2,837			9,689		8,534			3,557		3,731			10,387		9,689
Marketing		1,514			1,276			4,221		3,992			1,295		1,514			3,876		4,221
FDIC insurance		1,064			786			3,014		2,543			961		1,064			3,225		3,014
Amortization of intangible assets		815			477			2,325		1,454			837		815			2,263		2,325
Restructuring and merger-related expense		185			—			11,033		—			9,883		185			10,577		11,033
Other operating expenses		10,279			8,589			28,830		26,884			9,921		10,279			28,696		28,830

Total non-interest expense		46,981			39,263			147,029		119,661			57,601		46,981			150,303		147,029

Income before provision for income taxes		30,016			24,524			78,010		72,000			23,228		30,016			84,989		78,010
Provision for income taxes		7,768			6,358			20,250		18,538			5,793		7,768			22,572		20,250

NET INCOME	$	22,248		$	18,166		$	57,760	$	53,462		$	17,435	$	22,248		$	62,417	$	57,760

EARNINGS PER COMMON SHARE
Basic	$	0.58		$	0.62		$	1.55	$	1.83		$	0.44	$	0.58		$	1.61	$	1.55
Diluted	$	0.58		$	0.62		$	1.55	$	1.82		$	0.44	$	0.58		$	1.61	$	1.55

AVERAGE COMMON SHARES OUTSTANDING
Basic		38,523,593			29,280,648			37,144,783		29,235,364			39,715,516		38,523,593			38,828,618		37,144,783
Diluted		38,556,995			29,360,880			37,204,114		29,316,914			39,743,291		38,556,995			38,855,453		37,204,114

DIVIDENDS DECLARED PER COMMON SHARE	$	0.23		$	0.22		$	0.69	$	0.66		$	0.24	$	0.23		$	0.72	$	0.69

COMPREHENSIVE INCOME	$	29,504		$	16,136		$	62,139	$	58,773		$	15,470	$	29,504		$	78,309	$	62,139


	Common Stock														Accumulated Other			Deferred						Common Stock					Capital Surplus				Retained Earnings			Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Deferred Benefits for Directors			Total
(unaudited, in thousands, except shares and per share amounts)	Shares Outstanding			Amount		Capital Surplus			Retained Earnings			Treasury Stock			Comprehensive Income (Loss)			Benefits for Directors			Total			Shares Outstanding			Amount									Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Deferred Benefits for Directors			Total
December 31, 2015																									38,459,635		$	80,304	Capital Surplus			$	Retained Earnings	516,294		$	549,921		$	(2,640	)	$	(20,954	)	$	(793	)	$	1,122,132

Net income																									—			—		—				62,417			—			—			—			62,417
Other comprehensive income																									—			—		—				—			—			15,892			—			15,892

Comprehensive income																									—			—		—				—			—			—			—			78,309
Common dividends declared ($0.72 per share)																									—			—		—				(28,946	)		—			—			—			(28,946	)
Shares issued for acquisition																									5,423,348			11,071		162,934				—			3,144			—			—			177,149
Treasury shares acquired																									(130,041	)		—		56				—			(3,730	)		—			—			(3,674	)
Stock options exercised																									31,541			2		(165	)			—			955			—			—			792
Restricted stock granted																									76,400			—		(2,271	)			—			2,271			—			—			—
Stock compensation expense																									—			—		1,389				—			—			—			—			1,389
Deferred benefits for directors- net																									—			—		(230	)			—			—			—			230			—

September 30, 2016																									43,860,883		$	91,377	$	678,007			$	583,392		$	—		$	(5,062	)	$	(563	)	$	1,347,151


December 31, 2014		29,298,188		$	61,182	$	244,661		$	504,578		$	(2,151	)	$	(18,825	)	$	(1,255	)	$	788,190			29,298,188		$	61,182	$	244,661			$	504,578		$	(2,151	)	$	(18,825	)	$	(1,255	)	$	788,190

Net income		—			—		—			57,760			—			—			—			57,760			—			—		—				57,760			—			—			—			57,760
Other comprehensive income		—			—		—			—			—			4,379			—			4,379			—			—		—				—			—			4,379			—			4,379

Comprehensive income		—			—		—			—			—			—			—			62,139			—			—		—				—			—			—			—			62,139
Common dividends declared ($0.69 per share)		—			—		—			(26,561	)		—			—			—			(26,561	)		—			—		—				(26,561	)		—			—			—			(26,561	)
Shares issued for acquisition		9,178,531			19,122		274,507			—			—			—			—			293,629			9,178,531			19,122		274,507				—			—			—			—			293,629
Treasury shares acquired		(64,102	)		—		—			—			(2,065	)		—			—			(2,065	)		(64,102	)		—		—				—			(2,065	)		—			—			(2,065	)
Stock options exercised		55,375			—		(295	)		—			1,768			—			—			1,473			55,375			—		(295	)			—			1,768			—			—			1,473
Restricted stock granted		49,550			—		(1,558	)		—			1,558			—			—			—			49,550			—		(1,558	)			—			1,558			—			—			—
Repurchase of stock warrant		—			—		(2,247	)		—			—			—			—			(2,247	)		—			—		(2,247	)			—			—			—			—			(2,247	)
Stock compensation expense		—			—		1,184			—			—			—			—			1,184			—			—		1,184				—			—			—			—			1,184
Deferred benefits for directors- net		—			—		(469	)		—			—			—			469			—			—			—		(469	)			—			—			—			469			—

September 30, 2015		38,517,542		$	80,304	$	515,783		$	535,777		$	(890	)	$	(14,446	)	$	(786	)	$	1,115,742			38,517,542		$	80,304	$	515,783			$	535,777		$	(890	)	$	(14,446	)	$	(786	)	$	1,115,742


December 31, 2013		29,175,236		$	61,182	$	244,974		$	460,351		$	(5,969	)	$	(12,734	)	$	(1,209	)	$	746,595

Net income		—			—		—			53,462			—			—			—			53,462
Other comprehensive income		—			—		—			—			—			5,311			—			5,311

Comprehensive income		—			—		—			—			—			—			—			58,773
Common dividends declared ($0.66 per share)		—			—		—			(19,302	)		—			—			—			(19,302	)
Treasury shares acquired		(2,258	)		—		49			—			(69	)		—			—			(20	)
Stock options exercised		68,143			—		(342	)		—			2,116			—			—			1,774
Restricted stock granted		42,554			—		(1,321	)		—			1,321			—			—			—
Stock compensation expense		—			—		964			—			—			—			—			964
Deferred benefits for directors- net		—			—		34			—			—			—			(34	)		—

September 30, 2014		29,283,675		$	61,182	$	244,358		$	494,511		$	(2,601	)	$	(7,423	)	$	(1,243	)	$	788,784


	For the Nine Months Ended September 30,						For the Nine Months Ended September 30,
*(unaudited, in thousands)*	2015			2014			2016			2015
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	58,591		$	70,215		$	89,175		$	58,591

INVESTING ACTIVITIES
Net increase in loans		(176,375	)		(142,693	)
Net increase in loans held for investment								(160,654	)		(176,375	)
Securities available-for-sale:
Proceeds from sales		570,739			4,819			277,225			570,739
Proceeds from maturities, prepayments and calls		233,756			169,094			214,786			233,756
Purchases of securities		(509,216	)		(192,340	)		(171,169	)		(509,216	)
Securities held-to-maturity:
Proceeds from maturities, prepayments and calls		39,492			34,572			72,859			39,492
Purchases of securities		(297,692	)		(33,153	)		(34,530	)		(297,692	)
Proceeds from bank-owned life insurance		1,281			2,284			19			1,281
Cash paid to acquire a business, net of cash acquired		(28,551	)		—
Cash received (paid) to acquire a business, net								4,863			(28,551	)
Purchases of premises and equipment – net		(6,936	)		(4,409	)		(3,894	)		(6,936	)

Net cash used in investing activities		(173,502	)		(161,826	)
Net cash provided by (used in) provided by investing activities								199,505			(173,502	)

FINANCING ACTIVITIES
(Decrease) increase in deposits		(99,569	)		39,688
Decrease in deposits								(123,708	)		(99,569	)
Proceeds from Federal Home Loan Bank borrowings		791,910			100,532			—			791,910
Repayment of Federal Home Loan Bank borrowings		(514,081	)		(16,559	)		(112,116	)		(514,081	)
Decrease in other short-term borrowings		(1,103	)		(64,074	)
Increase in federal funds purchased		—			30,000
Increase (decrease) in other short-term borrowings								6,832			(1,103	)
Repayment of junior subordinated debt		(36,083	)		—			—			(36,083	)
Repurchase of common stock warrant		(2,247	)		—
Repayment of common stock warrant								—			(2,247	)
Dividends paid to common shareholders		(24,148	)		(18,695	)		(27,277	)		(24,148	)
Treasury shares (purchased) sold - net		(795	)		1,587
Issuance of common stock								2			—
Treasury shares purchased – net								(2,966	)		(795	)

Net cash provided by financing activities		113,884			72,479
Net cash (used in) provided by financing activities								(259,233	)		113,884

Net decrease in cash and cash equivalents		(1,027	)		(19,132	)
Net increase (decrease) in cash and cash equivalents								29,447			(1,027	)
Cash and cash equivalents at beginning of the period		94,002			95,551			86,685			94,002

Cash and cash equivalents at end of the period	$	92,975		$	76,419		$	116,132		$	92,975

SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and other borrowings	$	19,166		$	18,672		$	24,141		$	19,166
Income taxes paid		9,695			12,300			17,925			9,695
Transfers of loans to other real estate owned		1,029			1,832			3,368			1,029
Non-cash transactions related to ESB acquisition		(301,933	)		—
Non-cash transactions related to YCB and ESB acquisitions, respectively								177,149			301,933

Basis of presentation —The accompanying unaudited interim financial statements of WesBanco, Inc. and its consolidated subsidiaries (“WesBanco”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2015.

WesBanco’s interim financial statements have been prepared following the significant accounting policies disclosed in Note 1 of the Notes to the Consolidated Financial Statements of its ~~2014~~2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, the accompanying interim financial information reflects all adjustments, including normal recurring adjustments, necessary to present fairly WesBanco’s financial position and results of operations for each of the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for a full year.

Recent accounting pronouncements — In ~~September 2015,~~August 2016, the Financial Accounting Standards Board (the “FASB”) issued an Accounting Standards Update (“ASU”) (ASU ~~2015-16)~~2016-15) that provides guidance for the classification of cash flows related to (1) debt prepayment or extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon rates that are insignificant in relation to the effective interest rate on the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions and (8) separately identifiable cash flows and application of the predominance principle. Public business entities must apply the new requirements for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, which for WesBanco will be effective for the fiscal year beginning January 1, 2018 Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on WesBanco’s Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13 that will require entities to use a new forward-looking “expected loss” model on trade and other receivables, held-to-maturity debt securities, loans and other instruments that generally will result in the earlier recognition of allowances for credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. Entities will have to disclose significantly more information, including information they use to track credit quality by year of origination for most financing receivables. Public business entities must apply the new requirements for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, which for WesBanco will be effective for the fiscal year beginning January 1, 2020. Early adoption is permitted for fiscal years beginning after December 15, 2018. WesBanco is currently evaluating the impact of the adoption of this pronouncement on its Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09 that will require all excess income tax benefits or tax deficiencies of stock awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. Public business entities must apply the new requirements for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on WesBanco’s Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-07 that eliminates the requirement to retrospectively apply the equity method in previous periods when an investor initially obtains significant influence over an investee. The update is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016, and requires prospective adoption. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on WesBanco’s Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02 that will require entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases were not previously recognized in the balance sheet. Public business entities must apply the new requirements for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. WesBanco is currently evaluating the impact of the adoption of this pronouncement on its Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01 that will require entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The standard does not change the guidance for classifying and measuring investments in debt securities and loans. Entities will have to record changes in instrument-specific credit risk for financial liabilities measured under the fair value option in other comprehensive income. Public business entities must apply the new requirements for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on WesBanco’s Consolidated Financial Statements.

In September 2015, the FASB issued ASU 2015-16 which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The acquirer still must disclose the amounts and reasons for adjustments to the provisional amounts. The acquirer also must disclose, by line item, the amount of the adjustment reflected in the current-period income statement that would have been recognized in previous periods if the adjustment to provisional amounts had been recognized as of the acquisition date. Alternatively, an acquirer may present those amounts separately on the face of the income statement. Public business entities must apply the new requirements for fiscal years beginning after December 15, 2015, including interim periods with those fiscal years. ~~Early adoption is permitted.~~ The adoption of this pronouncement isdid not ~~expected to~~ have a material impact on WesBanco’s Consolidated Financial Statements.

In May 2015, the FASB issued ASU 2015-07 related to disclosures for investments in certain entities that calculate net asset value (NAV) per share (or its equivalent). This update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and modifies certain disclosure requirements. The update is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2015, and requires retrospective adoption. ~~Early adoption is permitted.~~ The adoption of this pronouncement isdid not ~~expected to~~ have a material impact on WesBanco’s Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-05 that provides guidance on when to account for a cloud computing arrangement as a software license. The guidance applies only to internal-use software that a customer obtains access to in a hosting arrangement if both of the following criteria are met: (1) The customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty, (2) it is feasible for the customer to either run the software on its own hardware or contract with another party unrelated to the vendor to host the software. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. ~~Early adoption is permitted.~~ The adoption of this pronouncement isdid not ~~expected to~~ have a material impact on WesBanco’s Consolidated Financial Statements.

In February 2015, the FASB issued ASU 2015-02 that revised the consolidation model, requiring reporting entities to reevaluate whether they should consolidate certain legal entities under the revised model. The amendments in this update modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, and eliminate the presumption that a general partner should consolidate and affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The pronouncement also provides for a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. ~~Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on WesBanco’s Consolidated Financial Statements.~~

In August 2014, the FASB issued ASU 2014-14 related to the classification of certain government-guaranteed mortgage loans upon foreclosure. The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) The loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based upon the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The pronouncement is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014 and may be adopted under either a modified retrospective transition method or a prospective transition method. However, the same method of transition as elected under ASU 2014-04 must be applied. While early adoption was permitted, WesBanco elected to adopt the ASU in the first quarter of 2015, which was the first interim period after December 31, 2014. The adoption of this pronouncement did not have a material impact on WesBanco’s Consolidated Financial Statements.

In June 2014, the FASB issued ASU 2014-11 related to repurchase-to-maturity transactions, repurchase financing and disclosures. The pronouncement changes the accounting for repurchase-to-maturity transactions and linked repurchase financings to secured borrowing accounting, which is consistent with the accounting for other repurchase agreements. The pronouncement also requires two new disclosures. The first disclosure requires an entity to disclose information on transfers accounted for as sales in transactions that are economically similar to repurchase agreements. The second disclosure provides increased transparency about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The pronouncement is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. WesBanco adopted the ASU in the first quarter of 2015. The adoption of this pronouncement did not have a material impact on WesBanco’s Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09 related to the recognition of revenue from contracts with customers. The new revenue pronouncement creates a single source of revenue guidance for all companies in all industries and is more principles-based than current revenue guidance. The pronouncement provides a five-step model for a company to recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The five steps are, (1) identify the contract with the customer, (2) identify the separate performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the separate performance obligations and (5) recognize revenue when each performance obligation is satisfied. The pronouncement was originally effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016 using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. Early adoption iswas not permitted. On July 9, 2015, the FASB approved a one-year deferral of the effective date of the update. The update is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. Early adoption is now permitted as of the original effective date for interim and annual reporting periods in fiscal years beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08 which amends the principal versus agent guidance in the revenue standard. In April 2016, the FASB issued ASU 2016-10 which clarifies when promised goods or services are separately identifiable in the revenue standard. In May 2016, the FASB issued ASU 2016-12 which provided narrow-scope improvements and practical expedients to the revenue standard. WesBanco is currently evaluating the impact of the adoption of this pronouncement on its Consolidated Financial Statements.

On ~~February 10, 2015,~~September 9, 2016, WesBanco completed its acquisition of ~~ESB Financial Corporation~~Your Community Bankshares, Inc. (“~~ESB”), and its wholly-owned banking subsidiary, ESB Bank (“ESB Bank”~~YCB”), a ~~Pennsylvania-chartered stock savings~~ bank holding company headquartered in ~~Ellwood City, Pennsylvania.~~New Albany, Indiana. The transaction expanded WesBanco’s franchise ~~in the Pittsburgh region of western Pennsylvania from 16 to 38 offices.~~into Kentucky and Southern Indiana.

On the acquisition date, ~~ESB~~YCB had ~~$1.9~~approximately $1.5 billion in assets, excluding goodwill, which included ~~$701.0 million~~approximately $1.0 billion in loans, and ~~$486.9~~$173.2 million in securities. The ~~ESB~~YCB acquisition was valued at ~~$339.0~~$220.5 million, based on WesBanco’s closing stock price on ~~February 10, 2015~~September 9, 2016 of ~~$32.00,~~$32.62, and resulted in WesBanco issuing ~~9,178,531~~5,423,348 shares of its common stock and ~~$45.0~~$43.3 million in cash ~~and other assets~~ in exchange for ~~ESB~~all of the outstanding shares of YCB common stock. The assets and liabilities of ~~ESB~~YCB were recorded on WesBanco’s balance sheet at their preliminary estimated fair values as of ~~February 10, 2015,~~September 9, 2016, the acquisition date, and ~~ESB’s~~YCB’s results of operations have been included in WesBanco’s Consolidated Statements of Income since that date. ~~ESB was merged into WesBanco and ESB Bank was merged into WesBanco Bank, Inc. (the “Bank”) on February 10, 2015.~~Due to the timing of the acquisition relative to the end of the reporting period, the fair values for nearly all line items in YCB’s September 9, 2016 balance sheet represent preliminary estimates. Based on a preliminary purchase price allocation, WesBanco recorded ~~$169.7~~$90.6 million in goodwill and ~~$5.3~~$12.0 million in core deposit intangibles in its community banking segment, representing the principal change in goodwill and intangibles from December 31, ~~2014.~~2015. None of the goodwill is deductible for income tax purposes as the acquisition is accounted for as a tax-free exchange for tax purposes. As a result of the full integration of the operations of ~~ESB,~~YCB, it is not practicable to determine ~~the proforma results~~revenue or ~~revenue and~~ net income included in WesBanco’s operating results relating to ~~ESB~~YCB since the date of acquisition ~~because ESB has been fully integrated into WesBanco’s operations, and the operating~~as YCB’s results ~~of ESB can therefore not~~cannot be separately identified.

For the nine months ended September 30, ~~2015,~~2016, WesBanco recorded merger-related expenses of ~~$11.0~~$10.6 million associated with the ~~ESB~~YCB acquisition. ~~In 2014 WesBanco recognized $1.3 million in merger-related expenses in connection with the ESB acquisition.~~

The purchase price of the ~~ESB~~YCB acquisition and resulting goodwill is summarized as follows:


*(unaudited, in thousands)*	September 9, 2016
Purchase Price:
Fair value of WesBanco shares issued	$	177,149
Cash consideration for outstanding YCB shares		43,349

Total purchase price	$	220,498
Fair value of:
Tangible assets acquired	$	1,400,070
Core deposit and other intangible assets acquired		11,957
Liabilities assumed		(1,330,335	)
Net cash received in the acquisition		48,212

Fair value of net assets acquired		129,904

Goodwill recognized	$	90,594

The following table presents the preliminary allocation of the purchase price of the assets acquired and the liabilities assumed at the date of acquisition, as WesBanco intends to finalize its accounting for the acquisition of ~~ESB during 2015:~~YCB within one year from the date of acquisition:


*(unaudited, in thousands)*	February 10, 2015		September 9, 2016
Assets
Assets acquired
Cash and due from banks	$	8,485	$	48,212
Securities		486,891		173,223
Loans		700,964		1,015,071
Goodwill and other intangible assets		175,023		102,551
Accrued income and other assets⁽¹⁾		670,160		211,776

Total Assets	$	2,041,523
Total assets acquired			$	1,550,833

Liabilities
Liabilities assumed
Deposits	$	1,246,992	$	1,193,010
Borrowings		433,454		122,817
Accrued expenses and other liabilities		22,108		14,508

Total liabilities		1,702,554
Total liabilities assumed				1,330,335

Purchase price	$	338,969
Net assets acquired			$	220,498


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
*(unaudited, in thousands, except shares and per share amounts)*	2015		2014		2015		2014		2016		2015		2016		2015
Numerator for both basic and diluted earnings per common share:
Net income	$	22,248	$	18,166	$	57,760	$	53,462	$	17,435	$	22,248	$	62,417	$	57,760

Denominator:
Total average basic common shares outstanding		38,523,593		29,280,648		37,144,783		29,235,364		39,715,516		38,523,593		38,828,618		37,144,783
Effect of dilutive stock options and warrant		33,402		80,232		59,331		81,550
Effect of dilutive stock options and other stock compensation										27,775		33,402		26,835		59,331

Total diluted average common shares outstanding		38,556,995		29,360,880		37,204,114		29,316,914		39,743,291		38,556,995		38,855,453		37,204,114

Earnings per common share - basic	$	0.58	$	0.62	$	1.55	$	1.83
Earnings per common share - diluted	$	0.58	$	0.62	$	1.55	$	1.82
Earnings per common share – basic									$	0.44	$	0.58	$	1.61	$	1.55
Earnings per common share – diluted									$	0.44	$	0.58	$	1.61	$	1.55

~~All stock~~ Stock options ~~outstanding~~representing shares of 96,600 and 185,250 were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2016, respectively, because to do so would have been anti-dilutive. All stock options were included in the three and nine months ended September 30, 2015 computation. No contingently issuable shares were estimated to be awarded under the 2015 total shareholder return plan as the stock performance targets were not met for the three and ~~2014, respectively, as all were considered dilutive.~~nine months ended September 30, 2016.

On ~~February 10, 2015,~~September 9, 2016, WesBanco issued ~~9,178,531~~5,423,348 shares of common stock (109,257 of which shares were treasury stock) to complete its acquisition of ~~ESB.~~YCB. These shares are included in average shares outstanding beginning on that date. For additional information relating to the ~~ESB~~YCB acquisition, refer to Note 2, “Mergers and Acquisitions.”

The following table presents the fair value and amortized cost of available-for-sale and held-to-maturity securities:


	September 30, 2015									December 31, 2014									September 30, 2016									December 31, 2015
*(unaudited, in thousands)*	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-sale
Obligations of government agencies	$	79,390	$	1,433	$	(14	)	$	80,809	$	86,964	$	1,087	$	(315	)	$	87,736
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies		1,248,057		6,767		(4,376	)		1,250,448		703,535		4,336		(6,758	)		701,113
U.S. Government sponsored entities and agencies																			$	63,166	$	267	$	(62	)	$	63,371	$	82,725	$	1,183	$	(403	)	$	83,505
Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies																				1,076,309		11,680		(1,073	)		1,086,916		1,188,256		1,720		(13,896	)		1,176,080
Obligations of states and political subdivisions		85,523		4,830		(44	)		90,309		86,073		5,365		(5	)		91,433		106,676		4,673		(84	)		111,265		76,106		4,205		(46	)		80,265
Corporate debt securities		127,201		318		(170	)		127,349		25,974		141		(119	)		25,996		35,306		318		(101	)		35,523		58,745		181		(333	)		58,593

Total debt securities	$	1,540,171	$	13,348	$	(4,604	)	$	1,548,915	$	902,546	$	10,929	$	(7,197	)	$	906,278	$	1,281,457	$	16,938	$	(1,320	)	$	1,297,075	$	1,405,832	$	7,289	$	(14,678	)	$	1,398,443
Equity securities		10,106		697		—			10,803		10,304		842		—			11,146		4,062		892		—			4,954		3,812		816		(2	)		4,626

Total available-for-sale securities	$	1,550,277	$	14,045	$	(4,604	)	$	1,559,718	$	912,850	$	11,771	$	(7,197	)	$	917,424	$	1,285,519	$	17,830	$	(1,320	)	$	1,302,029	$	1,409,644	$	8,105	$	(14,680	)	$	1,403,069

Held-to-maturity
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies	$	161,495	$	2,848	$	(358	)	$	163,985	$	79,004	$	3,262	$	(246	)	$	82,020
U.S. Government sponsored entities and agencies																			$	14,248	$	59	$	—		$	14,307	$	—	$	—	$	—		$	—
Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies																				195,533		3,771		(73	)		199,231		216,419		1,922		(2,014	)		216,327
Obligations of states and political subdivisions		766,423		25,359		(1,336	)		790,446		507,927		23,917		(1,043	)		530,801		804,883		34,377		(137	)		839,123		762,039		26,121		(726	)		787,434
Corporate debt securities		29,434		183		(51	)		29,566		6,739		106		(49	)		6,796		34,429		2,172		(35	)		36,566		34,472		237		(263	)		34,446

Total held-to-maturity securities	$	957,352	$	28,390	$	(1,745	)	$	983,997	$	593,670	$	27,285	$	(1,338	)	$	619,617	$	1,049,093	$	40,379	$	(245	)	$	1,089,227	$	1,012,930	$	28,280	$	(3,003	)	$	1,038,207

Total securities	$	2,507,629	$	42,435	$	(6,349	)	$	2,543,715	$	1,506,520	$	39,056	$	(8,535	)	$	1,537,041
Total																			$	2,334,612	$	58,209	$	(1,565	)	$	2,391,256	$	2,422,574	$	36,385	$	(17,683	)	$	2,441,276

Trading securities, which consist of investments in various mutual funds held in grantor trusts formed in connection with a deferred compensation plan, are recorded at fair value and totaled $7.1 million and $6.5 million, at September 30, 2016 and December 31, 2015, respectively.

At September 30, ~~2015,~~2016, and December 31, ~~2014,~~2015, there were no holdings of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of WesBanco’s shareholders’ equity.

The following table presents the fair value of available-for-sale and held-to-maturity securities by contractual maturity at September 30, ~~2015.~~2016. In some instances, the issuers may have the right to call or prepay obligations without penalty prior to the contractual maturity date.


	September 30, 2015												September 30, 2016
*(unaudited, in thousands)*	One Year or less		One to Five Years		Five to Ten Years		After Ten Years		Mortgage-backed and Equity		Total		One Year or less		One to Five Years		Five to Ten Years		After Ten Years		Mortgage-backed and Equity		Total
Available-for-sale
Obligations of government agencies	$	—	$	20,000	$	39,115	$	21,694	$	—	$	80,809
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies (1)		—		—		—		—		1,250,448		1,250,448
U.S. Government sponsored entities and agencies													$	2,002	$	9,975	$	27,411	$	23,983	$	—	$	63,371
Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies⁽¹⁾														—		—		—		—		1,086,916		1,086,916
Obligations of states and political subdivisions		7,286		26,827		33,021		23,175		—		90,309		7,034		26,866		38,059		39,306		—		111,265
Corporate debt securities		49,777		61,384		14,251		1,937		—		127,349		—		26,378		7,211		1,934		—		35,523
Equity securities (2)		—		—		—		—		10,803		10,803		—		—		—		—		4,954		4,954

Total available-for-sale securities	$	57,063	$	108,211	$	86,387	$	46,806	$	1,261,251	$	1,559,718	$	9,036	$	63,219	$	72,681	$	65,223	$	1,091,870	$	1,302,029

Held-to-maturity (3)
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies (1)	$	—	$	—	$	—	$	—	$	163,985	$	163,985
U.S. Government sponsored entities and agencies													$	—	$	—	$	—	$	14,307	$	—	$	14,307
Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies⁽¹⁾														—		—		—		—		199,231		199,231
Obligations of states and political subdivisions		1,863		34,159		342,764		411,660		—		790,446		351		58,506		424,331		355,935		—		839,123
Corporate debt securities		—		1,010		24,616		3,940		—		29,566		—		961		35,605		—		—		36,566

Total held-to-maturity securities	$	1,863	$	35,169	$	367,380	$	415,600	$	163,985	$	983,997	$	351	$	59,467	$	459,936	$	370,242	$	199,231	$	1,089,227

Total securities	$	58,926	$	143,380	$	453,767	$	462,406	$	1,425,236	$	2,543,715
Total													$	9,387	$	122,686	$	532,617	$	435,465	$	1,291,101	$	2,391,256

Securities with aggregate fair values of ~~$1.1~~$1.3 billion and ~~$706.5 million~~$1.0 billion at September 30, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively, were pledged as security for public and trust funds, and securities sold under agreements to repurchase. Proceeds from the sale of available-for-sale securities were ~~$570.7~~$277.2 million ~~primarily due to the ESB portfolio restructuring,~~ and ~~$4.8~~$570.7 million for the nine months ended September 30, ~~2015~~2016 and ~~2014,~~2015, respectively. Net unrealized gains (losses) on available-for-sale securities included in accumulated other comprehensive income net of tax, as of September 30, ~~2015~~2016 and December 31, ~~2014~~2015 were ~~$6.0~~$10.5 million and ~~$2.9~~($4.2) million, respectively.

The following table presents the gross realized gains and losses on sales and calls of available-for-sale and held-to-maturity securities for the three and nine months ended September 30, 2016 and 2015, respectively. Gains and ~~2014, respectively.~~losses due to fair value fluctuations on trading securities are included in non-interest income under other income.


	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
*(unaudited, in thousands)*	2015			2014			2015			2014			2016			2015			2016			2015
Gross realized gains	$	48		$	602		$	74		$	967		$	602		$	48		$	2,517		$	74
Gross realized losses		(1	)		(21	)		(5	)		(211	)		(4	)		(1	)		(224	)		(5	)

Net realized gains (losses)	$	47		$	581		$	69		$	756
Net realized gains													$	598		$	47		$	2,293		$	69

The following tables provide information on unrealized losses on investment securities that have been in an unrealized loss position for less than twelve months and twelve months or more as of September 30, ~~2015~~2016 and December 31, ~~2014:~~2015:


	September 30, 2015																					September 30, 2016
	Less than 12 months							12 months or more							Total							Less than 12 months							12 months or more							Total
*(unaudited, dollars in thousands)*	Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities
Obligations of government agencies	$	12,986	$	(14	)		2	$	—	$	—			—	$	12,986	$	(14	)		2
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies		430,580		(1,753	)		73		145,652		(2,981	)		31		576,232		(4,734	)		104
U.S. Government sponsored entities and agencies																						$	27,484	$	(62	)		4	$	—	$	—			—	$	27,484	$	(62	)		4
Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies																							116,732		(374	)		21		64,093		(772	)		16		180,825		(1,146	)		37
Obligations of states and political subdivisions		120,249		(941	)		166		20,601		(439	)		30		140,850		(1,380	)		196		62,600		(196	)		129		2,095		(25	)		3		64,695		(221	)		132
Corporate debt securities		71,958		(172	)		22		1,937		(49	)		1		73,895		(221	)		23		5,977		(70	)		2		5,958		(66	)		2		11,935		(136	)		4

Total temporarily impaired securities	$	635,773	$	(2,880	)		263	$	168,190	$	(3,469	)		62	$	803,963	$	(6,349	)		325	$	212,793	$	(702	)		156	$	72,146	$	(863	)		21	$	284,939	$	(1,565	)		177


	December 31, 2014																					December 31, 2015
	Less than 12 months							12 months or more							Total							Less than 12 months							12 months or more							Total
*(unaudited, dollars in thousands)*	Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities		Fair Value		Unrealized Losses			# of Securities
Obligations of government agencies	$	19,362	$	(77	)		5	$	19,757	$	(238	)		4	$	39,119	$	(315	)		9
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies		78,786		(386	)		19		240,055		(6,618	)		43		318,841		(7,004	)		62
U.S. Government sponsored entities and agencies																						$	49,826	$	(403	)		11	$	—	$	—			—	$	49,826	$	(403	)		11
Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies																							1,003,397		(10,981	)		187		146,182		(4,929	)		31		1,149,579		(15,910	)		218
Obligations of states and political subdivisions		12,615		(96	)		15		61,548		(952	)		93		74,163		(1,048	)		108		58,705		(400	)		76		23,691		(372	)		29		82,396		(772	)		105
Corporate debt securities		2,969		(31	)		1		4,573		(137	)		2		7,542		(168	)		3		41,326		(541	)		12		1,931		(55	)		1		43,257		(596	)		13
Equity securities																							1,378		(2	)		1		—		—			—		1,378		(2	)		1

Total temporarily impaired securities	$	113,732	$	(590	)		40	$	325,933	$	(7,945	)		142	$	439,665	$	(8,535	)		182	$	1,154,632	$	(12,327	)	$	287	$	171,804	$	(5,356	)	$	61	$	1,326,436	$	(17,683	)	$	348

Unrealized losses on debt securities in the tables represent temporary fluctuations resulting from changes in market rates in relation to fixed yields. Unrealized losses in the available-for-sale portfolio are accounted for as an adjustment, net of taxes, to other comprehensive income in shareholders’ equity.

WesBanco does not believe the securities presented above are impaired due to reasons of credit quality, as ~~there are no~~substantially all debt securities are rated ~~below~~above investment grade and all are paying principal and interest according to their contractual terms. WesBanco does not intend to sell, nor is it more likely than not that it will be required to sell, loss position securities prior to recovery of their cost, and therefore, management believes the unrealized losses detailed above are temporary and no impairment loss relating to these securities has been recognized.

Securities that do not have readily determinable fair values and for which WesBanco does not exercise significant influence are carried at cost. Cost method investments consist primarily of FHLB of Pittsburgh ~~and FHLB of Cincinnati~~ stock totaling ~~$39.5~~$46.4 million and ~~$11.6~~$45.5 million at September 30, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively, and are included in other assets in the Consolidated Balance Sheets. Cost method investments are evaluated for impairment whenever events or circumstances suggest that their carrying value may not be recoverable.

The recorded investment in loans is presented in the Consolidated Balance Sheets net of deferred loan fees and costs ~~of $1.4~~and discounts on purchased loans. The deferred loan fees and costs were $0.5 million and ~~$2.4~~$1.0 million at September 30, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively. The discounts on purchased loans from acquisitions was $25.8 million, including $12.1 million related to YCB, and $15.7 million at September 30, 2016 and December 31, 2015, respectively.


*(unaudited, in thousands)*	September 30, 2015		December 31, 2014		September 30, 2016		December 31, 2015
Commercial real estate:
Land and construction	$	326,754	$	262,643	$	494,203	$	344,748
Improved property		1,856,584		1,682,817		2,332,431		1,911,633

Total commercial real estate		2,183,338		1,945,460		2,826,634		2,256,381

Commercial and industrial		725,730		638,410		1,097,788		737,878
Residential real estate		1,243,630		928,770		1,395,886		1,247,800
Home equity		403,387		330,031		505,369		416,889
Consumer		394,557		244,095		411,175		406,894

Total portfolio loans		4,950,642		4,086,766		6,236,852		5,065,842

Loans held for sale		10,765		5,865		20,231		7,899

Total loans	$	4,961,407	$	4,092,631	$	6,257,083	$	5,073,741

The following tables summarize changes in the allowance for credit losses applicable to each category of the loan portfolio:


	Allowance for Credit Losses By Category For the Nine Months Ended September 30, 2015 and 2014																								Allowance for Credit Losses By Category For the Nine Months Ended September 30, 2016 and 2015
*(unaudited, in thousands)*	Commercial Real Estate- Land and Construction			Commercial Real Estate- Improved Property			Commercial & Industrial			Residential Real Estate			Home Equity			Consumer			Deposit Overdraft			Total			Commercial Real Estate- Land and Construction			Commercial Real Estate- Improved Property			Commercial & Industrial			Residential Real Estate			Home Equity			Consumer			Deposit Overdraft			Total
Balance at December 31, 2015:
Allowance for loan losses																									$	4,390		$	14,748		$	10,002		$	4,582		$	2,883		$	4,763		$	342		$	41,710
Allowance for loan commitments																										157			26			260			7			117			46			—			613

Total beginning allowance for credit losses																										4,547			14,774			10,262			4,589			3,000			4,809			342			42,323

Provision for credit losses:
Provision for loan losses																										498			1,351			2,827			(67	)		301			918			559			6,387
Provision for loan commitments																										(5	)		—			(40	)		2			8			(2	)		—			(37	)

Total provision for credit losses																										493			1,351			2,787			(65	)		309			916			559			6,350

Charge-offs																										(73	)		(1,732	)		(2,883	)		(529	)		(345	)		(2,733	)		(585	)		(8,880	)
Recoveries																										3			1,406			241			351			171			1,199			167			3,538

Net charge-offs																										(70	)		(326	)		(2,642	)		(178	)		(174	)		(1,534	)		(418	)		(5,342	)

Balance at September 30, 2016:
Allowance for loan losses																										4,818			15,773			10,187			4,337			3,010			4,147			483			42,755
Allowance for loan commitments																										152			26			220			9			125			44			—			576

Total ending allowance for credit losses																									$	4,970		$	15,799		$	10,407		$	4,346		$	3,135		$	4,191		$	483		$	43,331

Balance at December 31, 2014:
Allowance for loan losses	$	5,654		$	17,573		$	9,063		$	5,382		$	2,329		$	4,078		$	575		$	44,654		$	5,654		$	17,573		$	9,063		$	5,382		$	2,329		$	4,078		$	575		$	44,654
Allowance for loan commitments		194			10			112			9			90			40			—			455			194			10			112			9			90			40			—			455

Total beginning allowance for credit losses		5,848			17,583			9,175			5,391			2,419			4,118			575			45,109			5,848			17,583			9,175			5,391			2,419			4,118			575			45,109

Provision for credit losses:
Provision for loan losses		(826	)		977			2,434			325			1,320			922			441			5,593			(826	)		977			2,434			325			1,320			922			441			5,593
Provision for loan commitments		9			11			137			—			19			(1	)		—			175			9			11			137			—			19			(1	)		—			175

Total provision for credit losses		(817	)		988			2,571			325			1,339			921			441			5,768			(817	)		988			2,571			325			1,339			921			441			5,768

Charge-offs		—			(3,964	)		(2,267	)		(1,482	)		(1,124	)		(1,968	)		(610	)		(11,415	)		—			(3,964	)		(2,267	)		(1,482	)		(1,124	)		(1,968	)		(610	)		(11,415	)
Recoveries		1			661			356			472			161			968			173			2,792			1			661			356			472			161			968			173			2,792

Net charge-offs		1			(3,303	)		(1,911	)		(1,010	)		(963	)		(1,000	)		(437	)		(8,623	)		1			(3,303	)		(1,911	)		(1,010	)		(963	)		(1,000	)		(437	)		(8,623	)

Balance at September 30, 2015:
Allowance for loan losses		4,829			15,247			9,586			4,697			2,686			4,000			579			41,624			4,829			15,247			9,586			4,697			2,686			4,000			579			41,624
Allowance for loan commitments		203			21			249			9			109			39			—			630			203			21			249			9			109			39			—			630

Total ending allowance for credit losses	$	5,032		$	15,268		$	9,835		$	4,706		$	2,795		$	4,039		$	579		$	42,254		$	5,032		$	15,268		$	9,835		$	4,706		$	2,795		$	4,039		$	579		$	42,254


Balance at December 31, 2013:
Allowance for loan losses	$	6,056		$	18,157		$	9,925		$	5,673		$	2,017		$	5,020		$	520		$	47,368
Allowance for loan commitments		301			62			130			5			85			19			—			602

Total beginning allowance for credit losses		6,357			18,219			10,055			5,678			2,102			5,039			520			47,970

Provision for credit losses:
Provision for loan losses		(812	)		(403	)		1,357			1,867			860			1,066			660			4,595
Provision for loan commitments		(35	)		(42	)		(6	)		1			12			1			—			(69	)

Total provision for credit losses		(847	)		(445	)		1,351			1,868			872			1,067			660			4,526

Charge-offs		—			(1,696	)		(2,632	)		(2,025	)		(591	)		(2,326	)		(577	)		(9,847	)
Recoveries		—			457			1,058			339			94			782			183			2,913

Net charge-offs		—			(1,239	)		(1,574	)		(1,686	)		(497	)		(1,544	)		(394	)		(6,934	)

Balance at September 30, 2014:
Allowance for loan losses		5,244			16,515			9,708			5,854			2,380			4,542			786			45,029
Allowance for loan commitments		266			20			124			6			97			20			—			533

Total ending allowance for credit losses	$	5,510		$	16,535		$	9,832		$	5,860		$	2,477		$	4,562		$	786		$	45,562

The following tables present the allowance for credit losses and recorded investments in loans by category:


																	Allowance for Credit Losses and Recorded Investment in Loans
																	Commercial		Commercial
																	Real Estate-		Real Estate-		Commercial			Residential
	Allowance for Credit Losses and Recorded Investment in Loans																Land and		Improved		and			Real		Home
*(unaudited, in thousands)*	Commercial Real Estate- Land and Construction		Commercial Real Estate- Improved Property		Commercial and Industrial		Residential Real Estate		Home Equity		Consumer		Over-draft		Total		Construction		Property		Industrial			Estate		Equity		Consumer		Over-draft		Total
September 30, 2015
September 30, 2016
Allowance for credit losses:
Allowance for loans individually evaluated for impairment	$	—	$	1,152	$	1,498	$	—	$	—	$	—	$	—	$	2,650	$	—	$	504	$	356		$	—	$	—	$	—	$	—	$	860
Allowance for loans collectively evaluated for impairment		4,829		14,095		8,088		4,697		2,686		4,000		579		38,974		4,818		15,269		9,831			4,337		3,010		4,147		483		41,895
Allowance for loan commitments		203		21		249		9		109		39		—		630		152		26		220			9		125		44		—		576

Total allowance for credit losses	$	5,032	$	15,268	$	9,835	$	4,706	$	2,795	$	4,039	$	579	$	42,254	$	4,970	$	15,799	$	10,407		$	4,346	$	3,135	$	4,191	$	483	$	43,331

Portfolio loans:
Individually evaluated for impairment⁽¹⁾	$	873	$	12,468	$	4,884	$	—	$	—	$	—	$	—	$	18,225	$	—	$	3,012	$	1,306		$	—	$	—	$	—	$	—	$	4,318
Collectively evaluated for impairment		325,881		1,844,116		720,846		1,243,630		403,387		394,557		—		4,932,417		492,397		2,318,863		1,096,297			1,394,558		505,342		411,154		—		6,218,611
Acquired with deteriorated credit quality																		1,806		10,556		185			1,328		27		21		—		13,923

Total portfolio loans	$	326,754	$	1,856,584	$	725,730	$	1,243,630	$	403,387	$	394,557	$	—	$	4,950,642	$	494,203	$	2,332,431	$	1,097,788	��	$	1,395,886	$	505,369	$	411,175	$	—	$	6,236,852


December 31, 2014
December 31, 2015
Allowance for credit losses:
Allowance for loans individually evaluated for impairment	$	—	$	2,765	$	1,033	$	—	$	—	$	—	$	—	$	3,798	$	—	$	668	$	853		$	—	$	—	$	—	$	—	$	1,521
Allowance for loans collectively evaluated for impairment		5,654		14,808		8,030		5,382		2,329		4,078		575		40,856		4,390		14,080		9,149			4,582		2,883		4,763		342		40,189
Allowance for loan commitments		194		10		112		9		90		40		—		455		157		26		260			7		117		46		—		613

Total allowance for credit losses	$	5,848	$	17,583	$	9,175	$	5,391	$	2,419	$	4,118	$	575	$	45,109	$	4,547	$	14,774	$	10,262		$	4,589	$	3,000	$	4,809	$	342	$	42,323

Portfolio loans:
Individually evaluated for impairment⁽¹⁾	$	—	$	11,469	$	2,844	$	—	$	—	$	—	$	—	$	14,313	$	—	$	4,031	$	4,872		$	—	$	—	$	—	$	—	$	8,903
Collectively evaluated for impairment		262,643		1,671,348		635,566		928,770		330,031		244,095		—		4,072,453		343,832		1,899,738		732,957			1,247,639		416,862		406,622		—		5,047,650
Acquired with deteriorated credit quality																		916		7,864		49			161		27		272		—		9,289

Total portfolio loans	$	262,643	$	1,682,817	$	638,410	$	928,770	$	330,031	$	244,095	$	—	$	4,086,766	$	344,748	$	1,911,633	$	737,878		$	1,247,800	$	416,889	$	406,894	$	—	$	5,065,842

WesBanco maintains an internal loan grading system to reflect the credit quality of commercial loans. Commercial loan risk grades are determined based on an evaluation of the relevant characteristics of each loan, assigned at the inception of each loan and adjusted thereafter at any time to reflect changes in the risk profile throughout the life of each loan. The primary factors used to determine the risk grade are the reliability and sustainability of the primary source of repayment and overall financial strength of the borrower. This includes an analysis of cash flow available to repay debt, profitability, liquidity, leverage, and overall financial trends. Other factors include management, industry or property type risks, an assessment of secondary sources of repayment such as collateral or guarantees, other terms and conditions of the loan that may increase or reduce its risk, and economic conditions and other external factors that may influence repayment capacity and financial condition.

Commercial real estate –— land and construction consists of loans to finance investments in vacant land, land development, construction of residential housing, and construction of commercial buildings. Commercial real estate – improved property consists of loans for the purchase or refinance of all types of improved owner-occupied and investment properties. Factors that are considered in assigning the risk grade vary depending on the type of property financed. The risk grade assigned to construction and development loans is based on the overall viability of the project, the experience and financial capacity of the developer or builder to successfully complete the project, project specific and market absorption rates and comparable property values, and the amount of pre-sales for residential housing construction or pre-leases for commercial investment property. The risk grade assigned to commercial investment property loans is based primarily on the adequacy of net rental income generated by the property to service the debt, the type, quality, industry and mix of tenants, and the terms of leases, but also considers the overall financial capacity of the investors and their experience in owning and managing investment property. The risk grade assigned to owner-occupied commercial real estate and commercial and industrial loans is based primarily on historical and projected earnings, the adequacy of operating cash flow to service all of the business’ debt, and the capital resources, liquidity and leverage of the business, but also considers the industry in which the business operates, the business’ specific competitive advantages or disadvantages, the quality and experience of management, and external influences on the business such as economic conditions. Other factors that are considered for commercial and industrial loans include the type, quality and marketability of non-real estate collateral and whether the structure of the loan increases or reduces its risk. The type, age, condition, location and any environmental risks associated with a property are also considered for all types of commercial real estate. The overall financial condition and repayment capacity of any guarantors is also evaluated to determine the extent to which they mitigate other risks of the loan. The following paragraphs provide descriptions of risk grades that are applicable to commercial real estate and commercial and industrial loans.

Pass loans are those that exhibit a history of positive financial results that are at least comparable to the average for their industry or type of real estate. The primary source of repayment is acceptable and these loans are expected to perform satisfactorily during most economic cycles. Pass loans typically have no significant external factors that are expected to adversely affect these borrowers more than others in the same industry or property type. Any minor unfavorable characteristics of these loans are outweighed or mitigated by other positive factors including but not limited to adequate secondary or tertiary sources of repayment.

Criticized or compromised loans are currently protected but have weaknesses, which, if not corrected, may be inadequately protected at some future date. These loans represent an unwarranted credit risk and would generally not be extended in the normal course of lending. Specific issues which may warrant this grade include declining financial results, increased reliance on secondary sources of repayment or guarantor support and adverse external influences that may negatively impact the business or property.

Substandard and doubtful loans are equivalent to the classifications used by banking regulators. Substandard loans are inadequately protected by the current repayment capacity and equity of the borrower or collateral pledged, if any. Substandard loans have one or more well-defined weaknesses that jeopardize their repayment or collection in full. These loans may or may not be reported as non-accrual. Doubtful loans have all the weaknesses inherent to a substandard loan with the added characteristic that full repayment is highly questionable or improbable on the basis of currently existing facts, conditions and collateral values. However, recognition of loss may be deferred if there are reasonably specific pending factors that will reduce the risk if they occur.


									Commercial Loans by Internally Assigned Risk Grade
									Commercial		Commercial
									Real Estate-		Real Estate-				Total
	Commerical Loans by Internally Assigned Risk Grade								Land and		Improved		Commercial		Commercial
*(unaudited, in thousands)*	Commercial Real Estate- Land and Construction		Commercial Real Estate- Improved Property		Commercial & Industrial		Total Commercial Loans		Construction		Property		& Industrial		Loans
As of September 30, 2015
As of September 30, 2016
Pass	$	316,128	$	1,807,011	$	704,472	$	2,827,611	$	484,719	$	2,278,289	$	1,073,037	$	3,836,045
Criticized - compromised		8,170		13,895		10,188		32,253		6,537		18,039		10,892		35,468
Classified - substandard		2,456		35,678		11,070		49,204		2,947		36,103		13,859		52,909
Classified - doubtful		—		—		—		—		—		—		—		—

Total	$	326,754	$	1,856,584	$	725,730	$	2,909,068	$	494,203	$	2,332,431	$	1,097,788	$	3,924,422


As of December 31, 2014
As of December 31, 2015
Pass	$	257,218	$	1,627,771	$	617,742	$	2,502,731	$	335,989	$	1,864,986	$	713,578	$	2,914,553
Criticized - compromised		3,645		17,873		12,770		34,288		5,527		10,911		9,860		26,298
Classified - substandard		1,780		37,173		7,898		46,851		3,232		35,736		14,440		53,408
Classified - doubtful		—		—		—		—		—		—		—		—

Total	$	262,643	$	1,682,817	$	638,410	$	2,583,870	$	344,748	$	1,911,633	$	737,878	$	2,994,259

Residential real estate, home equity and consumer loans are not assigned internal risk grades other than as required by regulatory guidelines that are based primarily on the age of past due loans. WesBanco primarily evaluates the credit quality of residential real estate, home equity and consumer loans based on repayment performance and historical loss rates. The aggregate amount of residential real estate, home equity and consumer loans classified as substandard in accordance with regulatory guidelines were ~~$15.4~~$19.1 million at September 30, ~~2015~~2016 and ~~$15.2~~$15.8 million at December 31, ~~2014,~~2015, of which ~~$2.8~~$2.9 and ~~$2.2~~$3.1 million were accruing, for each period, respectively. The aggregate amount of residential real estate, home equity and consumer loans classified as substandard are not included in the tables above.

Acquired YCB Loans - Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value in accordance with ASC 805, Business Combinations, with no carryover of related allowance for credit losses. Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment.

Loans acquired with deteriorated credit quality are accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (ASC 310-30), and therefore impaired if, at acquisition, the loans have evidence of credit quality deterioration since origination and it is probable that all contractually required payments will not be collected. At acquisition, WesBanco considers several factors as indicators that an acquired loan has evidence of deterioration in credit quality. These factors include loans 90 days or more past due, loans with an internal risk grade of substandard or below, loans classified as non-accrual by the acquired institution, and loans that have been previously modified as a TDR.

Acquired loans that were not individually determined to be impaired are considered performing and are accounted for in accordance with ASC 310-20, Nonrefundable Fees and Other Costs (ASC 310-20), whereby the premium or discount derived from the fair market value adjustment, on a loan-by-loan or pooled basis, is recognized into interest income on a level yield over the remaining expected life of the loan or pool.

Under the ASC 310-30 model, the excess of cash flows expected to be collected at acquisition over recorded fair value is referred to as the accretable yield and is the interest component of expected cash flow. The accretable yield is recognized into income over the remaining life of the loan if the timing and/or amount of cash flows expected to be collected can be reasonably estimated. If the timing or amount of cash flows expected to be collected cannot be reasonably estimated, the cost recovery method of income recognition is used. The difference between the loan’s total scheduled principal and interest payments over all cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the non-accretable difference. The non-accretable difference represents contractually required principal and interest payments which WesBanco does not expect to collect.

Over the life of the loan, management continues to estimate cash flows expected to be collected. Decreases in expected cash flows are recognized as impairments through a charge to the provision for loan losses resulting in an increase in the allowance for loan losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized subsequent to acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized in interest income on a prospective basis over the loan’s remaining life.

— In conjunction with the ~~ESB~~YCB acquisition, WesBanco acquired loans with a book value of ~~$716.2~~$1,027.2 million. These loans were recorded at their fair value of ~~$701.0~~$1,015.1 million, with ~~$690.1~~$1,008.0 million categorized as ~~performing.~~ASC 310-20 loans. The fair market value adjustment on ~~performing~~these loans of ~~$10.0~~$8.1 million at acquisition date is expected to be recognized into interest income on a level yield basis over the remaining expected life of the ~~performing~~ loans.

Loans acquired with deteriorated credit quality with a book value of ~~$16.1~~$11.1 million and contractually required payments of ~~$21.8~~$13.3 million were recorded at their estimated fair value of ~~$10.9 million.~~$7.1 million, of which $2.7 million were accounted for under the cost recovery method in accordance with ASC 310-30 as cash flows cannot be reasonably estimated, and categorized as non-accrual. The accretable yield on the acquired impaired loans was estimated at ~~$1.9~~$0.7 million, while the non-accretable difference is estimated at ~~the acquisition date with $1.4 million remaining at September 30, 2015. For the nine months ended September 30, 2015 accretion recognized in interest income on acquired impaired loans was $0.5~~$5.5 million.

The ~~balance~~carrying amount of loans acquired with deteriorated credit quality at September 30, ~~2015,~~2016 was ~~$9.6~~$6.5 million, ~~of which $8.3 million were categorized as non-accrual and $1.3 million were categorized as accruing TDRs,~~ while the ~~non-accretable difference~~outstanding customer balance was ~~$9.0~~$10.5 million. At September 30, 2016 no allowance for loan losses has been recognized related to the acquired impaired loans.

Acquired ESB Loans— Carrying amount of loans acquired with deteriorated credit quality at September 30, 2016 and December 31, 2015 were $7.4 million and $9.3 million, respectively. At September 30, 2016, the accretable yield was $1.2 million. At September 30, 2016 an allowance for loan loss of $0.2 million has been recognized related to the acquired impaired loans, as the estimates for future cash flows on these loans have been negatively impacted. At December 31, 2015 no allowance for loan losses has been recognized related to the acquired impaired loans.

The following table provides changes in accretable yield for loans acquired with deteriorated credit quality:


															Age Analysis of Loans
																											90 Days
																					90 Days						or More
	Age Analysis of Loans																30-59 Days		60-89 Days		or More		Total		Total		Past Due and
*(unaudited, in thousands)*	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Total Loans		90 Days or More Past Due and Accruing (1)		Current		Past Due		Past Due		Past Due		Past Due		Loans		Accruing⁽¹⁾
As of September 30, 2015
As of September 30, 2016
Commercial real estate:
Land and construction	$	322,921	$	—	$	14	$	3,819	$	3,833	$	326,754	$	2,528	$	493,600	$	247	$	145	$	211	$	603	$	494,203	$	—
Improved property		1,844,067		2,066		1,887		8,564		12,517		1,856,584		—		2,321,923		3,369		599		6,540		10,508		2,332,431		—

Total commercial real estate		2,166,988		2,066		1,901		12,383		16,350		2,183,338		2,528		2,815,523		3,616		744		6,751		11,111		2,826,634		—
Commercial and industrial		723,414		79		178		2,059		2,316		725,730		769		1,093,437		1,071		1,585		1,695		4,351		1,097,788		46
Residential real estate		1,230,877		1,419		3,031		8,303		12,753		1,243,630		1,888		1,379,216		2,224		4,153		10,293		16,670		1,395,886		1,482
Home equity		398,446		2,154		376		2,411		4,941		403,387		516		499,983		2,429		467		2,490		5,386		505,369		413
Consumer		389,776		3,342		971		468		4,781		394,557		378		406,284		3,276		896		719		4,891		411,175		451

Total portfolio loans		4,909,501		9,060		6,457		25,624		41,141		4,950,642		6,079		6,194,443		12,616		7,845		21,948		42,409		6,236,852		2,392
Loans held for sale		10,765		—		—		—		—		10,765		—		20,231		—		—		—		—		20,231		—

Total loans	$	4,920,266	$	9,060	$	6,457	$	25,624	$	41,141	$	4,961,407	$	6,079	$	6,214,674	$	12,616	$	7,845	$	21,948	$	42,409	$	6,257,083	$	2,392

Impaired loans included above are as follows:
Non-accrual loans	$	19,854	$	855	$	1,530	$	19,055	$	21,440	$	41,294			$	8,781	$	1,338	$	1,364	$	19,173	$	21,875	$	30,656
TDRs accruing interest⁽¹⁾		10,830		503		207		490		1,200		12,030				8,032		121		69		383		573		8,605

Total impaired	$	30,684	$	1,358	$	1,737	$	19,545	$	22,640	$	53,324			$	16,813	$	1,459	$	1,433	$	19,556	$	22,448	$	39,261


As of December 31, 2014
As of December 31, 2015
Commercial real estate:
Land and construction	$	261,356	$	20	$	—	$	1,267	$	1,287	$	262,643	$	71	$	344,184	$	—	$	—	$	564	$	564	$	344,748	$	—
Improved property		1,665,363		961		4,772		11,721		17,454		1,682,817		—		1,901,466		909		1,097		8,161		10,167		1,911,633		—

Total commercial real estate		1,926,719		981		4,772		12,988		18,741		1,945,460		71		2,245,650		909		1,097		8,725		10,731		2,256,381		—
Commercial and industrial		634,482		1,834		240		1,854		3,928		638,410		22		734,660		298		714		2,206		3,218		737,878		33
Residential real estate		915,968		1,237		3,384		8,181		12,802		928,770		1,306		1,234,839		1,389		2,871		8,701		12,961		1,247,800		2,159
Home equity		325,291		1,877		895		1,968		4,740		330,031		570		412,450		2,252		314		1,873		4,439		416,889		407
Consumer		240,365		2,571		685		474		3,730		244,095		319		401,242		4,115		764		773		5,652		406,894		527

Total portfolio loans		4,042,825		8,500		9,976		25,465		43,941		4,086,766		2,288		5,028,841		8,963		5,760		22,278		37,001		5,065,842		3,126
Loans held for sale		5,865		—		—		—		—		5,865		—		7,899		—		—		—		—		7,899		—

Total loans	$	4,048,690	$	8,500	$	9,976	$	25,465	$	43,941	$	4,092,631	$	2,288	$	5,036,740	$	8,963	$	5,760	$	22,278	$	37,001	$	5,073,741	$	3,126

Impaired loans included above are as follows:
Non-accrual loans	$	7,562	$	2,884	$	5,552	$	22,820	$	31,256	$	38,818			$	11,349	$	943	$	2,147	$	18,942	$	22,032	$	33,381
TDRs accruing interest⁽¹⁾		11,016		151		542		357		1,050		12,066				10,710		390		238		210		838		11,548

Total impaired	$	18,578	$	3,035	$	6,094	$	23,177	$	32,306	$	50,884			$	22,059	$	1,333	$	2,385	$	19,152	$	22,870	$	44,929

~~Impaired Loans —~~A loan is considered impaired, based on current information and events, if it is probable that WesBanco will be unable to collect the payments of principal and interest when due according to the contractual terms of the loan agreement. Impaired loans generally included all non-accrual loans and TDRs.

Loans are generally placed on non-accrual when they are 90 days past due unless the loan is well-secured and in the process of collection. Loans may also be placed on non-accrual when full collection of principal is in doubt even if payments on such loans remain current, or may remain on non-accrual if they were past due but subsequently brought current.

~~Loans are categorized as TDRs when the Bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider.~~

Acquired loans that have experienced a deterioration of credit quality from origination to acquisition for which it is probable that WesBanco will be unable to collect all contractually-required payments receivable, including both principal and interest, are considered impaired.


		Impaired Loans												Impaired Loans
		September 30, 2015						December 31, 2014						September 30, 2016						December 31, 2015
*(unaudited, in thousands)*		Unpaid Principal Balance (1)		Recorded Investment		Related Allowance		Unpaid Principal Balance (1)		Recorded Investment		Related Allowance		Unpaid Principal Balance ⁽¹⁾		Recorded Investment		Related Allowance		Unpaid Principal Balance ⁽¹⁾		Recorded Investment		Related Allowance
With no related specific allowance recorded:	With no related specific allowance recorded:
Commercial real estate:
Land and construction		$	2,485	$	2,319	$	—	$	1,588	$	1,488	$	—	$	858	$	670	$	—	$	2,126	$	1,990	$	—
Improved property			24,277		17,234		—		16,480		14,684		—		11,061		7,642		—		14,817		10,559		—
Commercial and industrial			3,608		2,924		—		3,152		2,597		—		4,552		3,368		—		4,263		3,481		—
Residential real estate			18,736		17,048		—		20,077		18,544		—		20,443		18,727		—		18,560		16,688		—
Home equity			3,689		3,310		—		2,890		2,663		—		4,266		3,697		—		3,562		3,033		—
Consumer			1,421		1,095		—		1,287		1,086		—		1,008		839		—		1,603		1,294		—

Total impaired loans without a specific allowance			54,216		43,930		—		45,474		41,062		—		42,188		34,943		—		44,931		37,045		—

With a specific allowance recorded:
Commercial real estate:
Land and construction			—		—		—		—		—		—		—		—		—		—		—		—
Improved property			5,719		4,510		1,152		7,980		7,980		2,765		3,012		3,012		504		3,012		3,012		668
Commercial and industrial			6,188		4,884		1,498		1,842		1,842		1,033		4,910		1,306		356		6,176		4,872		853

Total impaired loans with a specific allowance			11,907		9,394		2,650		9,822		9,822		3,798		7,922		4,318		860		9,188		7,884		1,521

Total impaired loans		$	66,123	$	53,324	$	2,650	$	55,296	$	50,884	$	3,798	$	50,110	$	39,261	$	860	$	54,119	$	44,929	$	1,521


	Impaired Loans
	For the Three Months Ended										For the Nine Months Ended
	September 30, 2015					September 30, 2014					September 30, 2015				September 30, 2014				Impaired Loans
	Average		Interest			Average		Interest			Average		Interest		Average		Interest		For the Three Months Ended										For the Nine Months Ended
	Recorded		Income			Recorded		Income			Recorded		Income		Recorded		Income		September 30, 2016					September 30, 2015					September 30, 2016				September 30, 2015
*(unaudited, in thousands)*	Investment		Recognized			Investment		Recognized			Investment		Recognized		Investment		Recognized		Average Recorded Investment		Interest Income Recognized		��	Average Recorded Investment		Interest Income Recognized			Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related specific allowance recorded:
Commercial real estate:
Land and construction	$	2,414	$	12		$	1,749	$	11		$	2,198	$	30	$	2,099	$	26	$	701	$	—		$	2,414	$	12		$	1,062	$	—	$	2,198	$	30
Improved property		19,118		245			17,672		169			18,850		708		18,415		322
Improved Property																				8,403		28			19,118		245			9,408		86		18,850		708
Commercial and industrial		3,193		37			4,071		(2	)		2,854		99		3,802		87		3,172		2			3,193		37			3,246		7		2,854		99
Residential real estate		17,508		200			18,337		219			18,173		665		18,900		610		17,013		81			17,508		200			16,882		256		18,173		665
Home equity		3,153		34			2,191		13			2,896		75		2,279		48		3,613		4			3,153		34			3,381		16		2,896		75
Consumer		1,142		27			1,087		26			1,176		73		1,131		72		814		—			1,142		27			953		6		1,176		73

Total impaired loans without a specific allowance		46,528		555			45,107		436			46,147		1,650		46,626		1,165		33,716		115			46,528		555			34,932		371		46,147		1,650

With a specific allowance recorded:
Commercial real estate:
Land and construction		—		—			—		—			—		—		—		—		—		—			—		—			—		—		—		—
Improved property		6,011		(56	)		2,269		109			6,617		—		1,499		113
Improved Property																				3,012		—			6,011		(56	)		3,012		—		6,617		—
Commercial and industrial		4,707		63			1,938		27			3,256		200		2,134		68		2,678		—			4,707		63			3,700		—		3,256		200

Total impaired loans with a specific allowance		10,718		7			4,207		136			9,873		200		3,633		181		5,690		—			10,718		7			6,712		—		9,873		200

Total impaired loans	$	57,246	$	562		$	49,314	$	572		$	56,020	$	1,850	$	50,259	$	1,346	$	39,406	$	115		$	57,246	$	562		$	41,644	$	371	$	56,020	$	1,850

The following tables present the recorded investment in non-accrual loans and TDRs:


	Non-accrual Loans⁽¹⁾
	September 30,		December 31,		Non-accrual Loans⁽¹⁾⁽²⁾
*(unaudited, in thousands)*	2015		2014		September 30, 2016		December 31, 2015
Commercial real estate:
Land and construction	$	1,369	$	1,488	$	670	$	1,023
Improved property		19,732		20,227		8,999		11,507

Total commercial real estate		21,101		21,715		9,669		12,530

Commercial and industrial		7,591		4,110		4,516		8,148
Residential real estate		9,331		10,329		12,524		9,461
Home equity		2,643		1,923		3,207		2,391
Consumer		628		741		740		851

Total	$	41,294	$	38,818	$	30,656	$	33,381


	TDRs												TDRs
	September 30, 2015						December 31, 2014						September 30, 2016						December 31, 2015
*(unaudited, in thousands)*	Accruing		Non- Accrual		Total		Accruing		Non- Accrual		Total		Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total
Commercial real estate:
Land and construction	$	950	$	509	$	1,459	$	—	$	464	$	464	$	—	$	10	$	10	$	967	$	431	$	1,398
Improved property		2,012		9,615		11,627		2,437		1,850		4,287		1,655		927		2,582		2,064		1,442		3,506

Total commercial real estate		2,962		10,124		13,086		2,437		2,314		4,751		1,655		937		2,592		3,031		1,873		4,904

Commercial and industrial		217		242		459		329		478		807		158		172		330		205		282		487
Residential real estate		7,717		1,826		9,543		8,215		2,074		10,289		6,203		2,136		8,339		7,227		2,060		9,287
Home equity		667		271		938		740		245		985		490		319		809		642		218		860
Consumer		467		198		665		345		309		654		99		195		294		443		184		627

Total	$	12,030	$	12,661	$	24,691	$	12,066	$	5,420	$	17,486	$	8,605	$	3,759	$	12,364	$	11,548	$	4,617	$	16,165

As of September 30, ~~2015,~~2016, there were ~~two~~no TDRs greater than $1.0 million. The concessions granted in the majority of loans reported as accruing and non-accrual TDRs are extensions of the maturity date or the amortization period, reductions in the interest rate below the prevailing market rate for loans with comparable characteristics, and/or permitting interest-only payments for longer than three months.

~~Total TDRs at~~ WesBanco had no unfunded commitments to debtors whose loans were classified as impaired as of September 30, ~~2015 include $9.3~~2016 and $0.2 million ~~from the ESB acquisition with $1.3 million accruing and $8.0 million on non-accrual.~~as of December 31, 2015.

The following ~~table presents~~tables present details related to loans identified as TDRs during the three and nine months ended September 30, ~~2015~~2016 and ~~2014,~~2015, respectively:


	New TDRs⁽¹⁾
	For the Three Months Ended
	September 30, 2015						September 30, 2014
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification		New TDRs⁽¹⁾
			Outstanding		Outstanding				Outstanding		Outstanding		For the Three Months Ended
	Number of		Recorded		Recorded		Number of		Recorded		Recorded		September 30, 2016						September 30, 2015
*(unaudited, dollars in thousands)*	Modifications		Investment		Investment		Modifications		Investment		Investment		Number of Modifications		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Modifications		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate:
Land and construction		1	$	13	$	12		—	$	—	$	—		—	$	—	$	—		1	$	13	$	12
Improved Property		—		—		—		2		475		465		—		—		—		—		—		—

Total commercial real estate		1		13		12		2		475		465		—		—		—		1		13		12

Commercial and industrial		—		—		—		—		—		—		2		125		122		—		—		—
Residential real estate		—		—		—		1		112		112		2		124		122		—		—		—
Home equity		—		—		—		1		58		57		—		—		—		—		—		—
Consumer		—		—		—		2		52		50		4		26		23		—		—		—

Total		1	$	13	$	12		6	$	697	$	684		8	$	275	$	267		1	$	13	$	12


	New TDRs⁽¹⁾												New TDRs⁽¹⁾
	For the Nine Months Ended												For the Nine Months Ended
	September 30, 2015						September 30, 2014						September 30, 2016						September 30, 2015
			Pre-		Post-				Pre-		Post-				Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification				Modification		Modification				Modification		Modification
			Outstanding		Outstanding				Outstanding		Outstanding				Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded		Number of		Recorded		Recorded		Number of		Recorded		Recorded
*(unaudited, dollars in thousands)*	Modifications		Investment		Investment		Modifications		Investment		Investment		Modifications		Investment		Investment		Modifications		Investment		Investment
Commercial real estate:
Land and construction		8	$	1,065	$	1,002		—	$	—	$	—		—	$	—	$	—		2	$	128	$	119
Improved property		7		9,336		8,541		4		692		664
Improved Property														—		—		—		2		835		472

Total commercial real estate		15		10,401		9,543		4		692		664		—		—		—		4		963		591

Commercial and industrial		2		42		50		—		—		—		2		125		122		—		—		—
Residential real estate		8		466		447		5		286		278		3		150		143		7		454		435
Home equity		1		7		6		1		59		57		1		44		41		1		7		6
Consumer		19		279		267		12		191		163		10		70		54		2		19		14

Total		45	$	11,195	$	10,313		22	$	1,228	$	1,162		16	$	389	$	360		14	$	1,443	$	1,046

The following ~~tables summarize~~table summarizes TDRs which defaulted (defined as past due 90 days) during the ~~three and~~ nine months ended September 30, ~~2015~~2016 and ~~2014,~~2015, respectively, that were restructured within the last twelve months prior to September 30, ~~2015~~2016 and ~~2014,~~2015, respectively:


	Defaulted TDRs⁽¹⁾								Defaulted TDRs⁽¹⁾
	For the Three Months Ended								For the Nine Months Ended
	September 30, 2015				September 30, 2014				September 30, 2016				September 30, 2015
	Number of		Recorded		Number of		Recorded		Number of		Recorded		Number of		Recorded
*(unaudited, dollars in thousands)*	Defaults		Investment		Defaults		Investment		Defaults		Investment		Defaults		Investment
Commercial real estate:
Land and construction		—	$	—		—	$	—		—	$	—		—	$	—
Improved property		—		—		—		—		—		—		—		—

Total commercial real estate		—		—		—		—		—		—		—		—

Commercial and industrial		—		—		—		—		1		40		—		—
Residential real estate		—		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		1		42
Consumer		1		20		—		—		—		—		1		20

Total		1	$	20		—	$	—		1	$	40		2	$	62

TDRs that ~~defaulted during the nine month period that were restructured within the last twelve months represented less than 1.0% of the total TDR balance at September 30, 2015. These loans~~default are placed on non-accrual status unless they are both well-secured and in the process of collection. ~~At September 30, 2015,~~None of the loans in the table above were ~~not~~ accruing interest.

The following table summarizes other real estate owned and repossessed assets included in other assets:


	September 30,		December 31,		September 30,		December 31,
*(unaudited, in thousands)*	2015		2014		2016		2015
Other real estate owned	$	5,967	$	4,920	$	9,613	$	5,669
Repossessed assets		95		162		181		156

Total other real estate owned and repossessed assets	$	6,062	$	5,082	$	9,794	$	5,825

At September 30, 2016, other real estate owned includes $3.0 million from the YCB acquisition. Residential real estate included in other real estate owned at September 30, ~~2015~~2016 and December 31, ~~2014~~2015 was ~~$2.0~~$2.5 million and ~~$0.6~~$2.0 million, respectively. At September 30, 2016 and December 31, 2015, formal foreclosure proceedings were in process on residential real estate loans totaling ~~$3.8 million.~~$5.4 million and $4.1 million, respectively.

The following table presents the net periodic pension cost for WesBanco’s Defined Benefit Pension Plan (the “Plan”) and the related components:


	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
*(unaudited, in thousands)*	2015			2014			2015			2014			2016			2015			2016			2015
Service cost – benefits earned during year	$	846		$	734		$	2,509		$	2,176		$	703		$	846		$	2,095		$	2,509
Interest cost on projected benefit obligation		1,228			1,196			3,643			3,549			1,280			1,228			3,813			3,643
Expected return on plan assets		(1,950	)		(1,822	)		(5,785	)		(5,407	)		(1,940	)		(1,950	)		(5,778	)		(5,785	)
Amortization of prior service cost		7			11			19			33			8			7			20			19
Amortization of net loss		801			370			2,378			1,100			759			801			2,261			2,378

Net periodic pension cost	$	932		$	489		$	2,764		$	1,451		$	810		$	932		$	2,411		$	2,764

The Plan covers all employees of WesBanco and its subsidiaries who were hired on or before August 1, 2007 who satisfy minimum age and length of service requirements, and is not available to employees hired after such date.

A minimum required contribution of ~~$3.1~~$0.6 million ~~was~~is due for ~~2015~~2016 which could ~~have been~~be all or partially offset by the Plan’s ~~$34.9~~$39.1 million available credit balance. A voluntary contribution of ~~$3.5~~$3.8 million was made in June ~~2015.~~2016.

On September 9, 2016, WesBanco assumed YCB’s obligation for a predecessor bank’s participation in the Pentegra Defined Benefit Plan for Financial Institutions (“Pentegra Plan”). The participating employer plan has been frozen to new participants since 2002. WesBanco intends to spin off the assets from the Pentegra Plan during the fourth quarter of 2016, contributing approximately $3.3 million to satisfy the estimated final costs to do so. This estimated spin off will have no impact on earnings as the liability was included in YCB’s balance sheet as of the acquisition date. The distributed assets from the Pentegra Plan will be transferred to a plan providing substantially the same benefits to participants.

WesBanco also assumed YCB’s single employer pension plan that was amended in 1997 such that there could be no new participants or increases to existing participants. The net periodic pension cost was less than $10 thousand as of September 30, 2016.

Fair value estimates are based on quoted market prices, if available, quoted market prices of similar assets or liabilities, or the present value of expected future cash flows and other valuation techniques. These valuations are significantly affected by discount rates, cash flow assumptions, and risk assumptions used. Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realizable in an immediate settlement of the instruments.

Fair value is determined at one point in time and is not representative of future value. These amounts do not reflect the total value of a going concern organization. Management does not have the intention to dispose of a significant portion of its assets and liabilities and therefore, the unrealized gains or losses should not be interpreted as a forecast of future earnings and cash flows.

The following is a discussion of assets and liabilities measured at fair value on a recurring basis and valuation techniques applied:

~~Securities available-for-sale:~~Investment securities: The fair value of investment securities ~~available-for-sale~~ which are measured on a recurring basis are determined primarily by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other similar securities. These securities are classified within level 1 or 2 in the fair value hierarchy. Certain equity securities that are lightly traded in over-the-counter markets are classified as level 2 in the fair value hierarchy, as quoted market prices may not be available on the fair value measurement date. Positions that are not traded in active markets for which valuations are generated using assumptions not observable in the market or management’s best estimate are classified within level 3 of the fair value hierarchy. This includes certain specific municipal debt issues for which the credit quality and discount rate must be estimated.

Derivatives: WesBanco enters into interest rate swap agreements with qualifying commercial customers to meet their financing, interest rate and other risk management needs. These agreements provide the customer the ability to convert from variable to fixed interest rates. The credit risk associated with derivative executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies and monitoring. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that WesBanco executes with derivative counterparties in order to offset its exposure on the fixed components of the customer interest rate swap agreements. The interest rate swap agreement with the loan customer and with the counterparty is reported at fair value in other assets and other liabilities on the consolidated balance sheet with any resulting gain or loss recorded in current period earnings as other income and other expense.

WesBanco determines the fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects contractual terms of the derivative, including the period to maturity and uses observable market based inputs, including interest rate curves and implied volatilities. WesBanco incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements.

We may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower of cost or market accounting or write-downs of individual ~~assets.~~assets and liabilities.

Impaired loans: Impaired loans are carried at the lower of cost or the fair value of the collateral for collateral-dependent loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The use of independent appraisals, discounted cash flow models and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral and impaired loans are therefore classified within level 3 of the fair value hierarchy.

Other real estate owned and repossessed assets: Other real estate owned and repossessed assets are carried at the lower of the investment in the assets or the fair value of the assets less estimated selling costs. The use of independent appraisals and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral, and therefore other real estate owned and repossessed assets are classified within level 3 of the fair value hierarchy.

Loans held for sale: Loans held for sale are carried, in aggregate, at the lower of cost or fair value. The use of a valuation model using quoted prices of similar instruments are significant inputs in arriving at the fair value and therefore loans held for sale are classified within level 2 of the fair value hierarchy.

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table below are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The following tables set forth WesBanco’s financial assets and liabilities that were accounted for at fair value on a recurring and nonrecurring basis by level within the fair value hierarchy as of September 30, ~~2015~~2016 and December 31, ~~2014:~~2015:


												September 30, 2016
			September 30, 2015									Fair Value Measurements Using:
			Fair Value Measurements Using:						September 30, 2016			Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs			Investments Measured at Net Asset
*(unaudited, in thousands)*	September 30, 2015		Quoted Prices in Active Markets for Identical Assets (level 1)		Significant Other Observable Inputs (level 2)		Significant Unobservable Inputs (level 3)				(level 1)			(level 2)			(level 3)			Value
Recurring fair value measurements									September 30, 2016
Trading securities									$	7,070		$	5,966		$	—		$	—		$	1,104
Securities - available-for-sale
Obligations of government agencies	$	80,809	$	—	$	80,809	$	—		63,371			—			63,371			—			—
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies		1,250,448		—		1,250,448		—		1,086,916			—			1,086,916			—			—
Obligations of state and political subdivisions		90,309		—		90,309		—		111,265			—			111,265			—			—
Corporate debt securities		127,349		—		127,349		—		35,523			—			35,523			—			—
Equity securities		10,803		7,844		2,959		—		4,954			3,023			1,931			—			—

Total securities - available-for-sale	$	1,559,718	$	7,844	$	1,551,874	$	—	$	1,302,029		$	3,023		$	1,299,006		$	—		$	—

Total recurring fair value measurements	$	1,559,718	$	7,844	$	1,551,874	$	—
Other assets - interest rate derivatives agreements									$	7,510		$	—		$	7,510		$	—		$	—

Total assets recurring fair value measurements									$	1,316,609		$	8,989		$	1,306,516		$	—		$	1,104

Other liabilities - interest rate derivatives agreements									$	7,758		$	—		$	7,758		$	—		$	—

Total liabilities recurring fair value measurements									$	7,758		$	—		$	7,758		$	—		$	—

Nonrecurring fair value measurements
Impaired loans	$	6,744	$	—	$	—	$	6,744	$	3,458		$	—		$	—		$	3,458		$	—
Other real estate owned and repossessed assets		6,062		��		—		6,062		9,794			—			—			9,794			—
Loans held for sale		10,765		—		10,765		—		20,231			—			20,231			—			—

Total nonrecurring fair value measurements	$	23,571	$	—	$	10,765	$	12,806	$	33,483		$	—		$	20,231		$	13,252		$	—


			December 31, 2014
			Fair Value Measurements Using:
*(unaudited, in thousands)*	December 31, 2014		Quoted Prices in Active Markets for Identical Assets (level 1)		Significant Other Observable Inputs (level 2)		Significant Unobservable Inputs (level 3)
Recurring fair value measurements
Securities - available-for-sale
Obligations of government agencies	$	87,736	$	—	$	87,736	$	—
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies		701,113		—		701,113		—
Obligations of state and political subdivisions		91,433		—		91,433		—
Corporate debt securities		25,996		—		25,996		—
Equity securities		11,146		8,440		2,706		—

Total securities - available-for-sale	$	917,424	$	8,440	$	908,984	$	—

Total recurring fair value measurements	$	917,424	$	8,440	$	908,984	$	—


Nonrecurring fair value measurements
Impaired loans	$	6,024	$	—	$	—	$	6,024
Other real estate owned and repossessed assets		5,082		—		—		5,082
Loans held for sale		5,865		—		5,865		—

Total nonrecurring fair value measurements	$	16,971	$	—	$	5,865	$	11,106


			December 31, 2015
			Fair Value Measurements Using:
	December 31, 2015		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Investments Measured at Net Asset
*(unaudited, in thousands)*	December 31, 2015		(level 1)		(level 2)		(level 3)		Value
Recurring fair value measurements
Trading securities	$	6,451	$	5,226	$	—	$	—	$	1,225
Securities - available-for-sale
Obligations of government agencies		83,505		—		83,505		—		—
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies		1,176,080		—		1,176,080		—		—
Obligations of state and political subdivisions		80,265		—		80,265		—		—
Corporate debt securities		58,593		—		58,593		—		—
Equity securities		4,626		2,735		1,891		—		—

Total securities - available-for-sale	$	1,403,069	$	2,735	$	1,400,334	$	—	$	—

Other assets - interest rate derivatives agreements	$	1,893	$	—	$	1,893	$	—	$	—

Total assets recurring fair value measurements	$	1,411,413	$	7,961	$	1,402,227	$	—	$	1,225

Other liabilities - interest rate derivatives agreements	$	1,991	$	—	$	1,991	$	—	$	—

Total liabilities recurring fair value measurements	$	1,991	$	—	$	1,991	$	—	$	—

Nonrecurring fair value measurements
Impaired loans	$	6,363	$	—	$	—	$	6,363	$	—
Other real estate owned and repossessed assets		5,825		—		—		5,825		—
Loans held for sale		7,899		—		7,899		—		—

Total nonrecurring fair value measurements	$	20,087	$	—	$	7,899	$	12,188	$	—

WesBanco’s policy is to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between level 1, 2 or 3 for the nine months ended September 30, ~~2015~~2016 or ~~2014.~~for the year ended December 31, 2015.

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which WesBanco has utilized level 3 inputs to determine fair value:

The estimated fair values of WesBanco’s financial instruments are summarized below:


					Fair Value Measurements at September 30, 2015										September 30, 2016
*(unaudited, in thousands)*	Carrying Amount		Fair Value Estimate		Quoted Prices in Active Markets for Identical Assets (level 1)		Significant Other Observable Inputs (level 2)		Significant Unobservable Inputs (level 3)		Carrying Amount		Fair Value Estimate		Quoted Prices in Active Markets for Identical Assets (level 1)		Significant Other Observable Inputs (level 2)		Significant Unobservable Inputs (level 3)		Investments Measured at Net Asset Value
Financial Assets
Cash and due from banks	$	92,975	$	92,975	$	92,975	$	—	$	—	$	116,132	$	116,132	$	116,132	$	—	$	—	$	—
Trading securities												7,070		7,070		5,966		—		—		1,104
Securities available-for-sale		1,559,718		1,559,718		7,844		1,551,874		—		1,302,029		1,302,029		3,023		1,299,006		—		—
Securities held-to-maturity		957,352		983,997		—		983,280		717		1,049,093		1,089,227		—		1,088,556		671		—
Net loans		4,909,018		4,849,478		—		—		4,849,478		6,194,097		6,152,078		—		—		6,152,078		—
Loans held for sale		10,765		10,765		—		10,765		—		20,231		20,231		—		20,231		—		—
Other assets - interest rate derivatives												7,510		7,510		—		7,510
Accrued interest receivable		27,000		27,000		27,000		—		—		29,964		29,964		29,964		—		—		—
Bank-owned life insurance		155,894		155,894		155,894		—		—

Financial Liabilities
Deposits		6,193,902		6,203,633	��	4,563,012		1,640,621		—		7,134,511		7,142,550		5,560,799		1,581,751		—		—
Federal Home Loan Bank borrowings		893,117		895,641		—		895,641		—		950,847		949,818		—		949,818		—		—
Other borrowings		84,587		84,590		81,744		2,846		—		132,497		132,496		77,623		54,873		—		—
Junior subordinated debt		106,196		76,865		—		76,865		—
Subordinated debt and junior
subordinated debt												163,364		136,432		—		136,432		—		—
Other liabilities - interest rate derivatives												7,758		7,758		—		7,758
Accrued interest payable		2,832		2,832		2,832		—		—		2,898		2,898		2,898		—		—		—

					Fair Value Measurements at December 31, 2014
*(unaudited, in thousands)*	Carrying Amount		Fair Value Estimate		Quoted Prices in Active Markets for Identical Assets (level 1)		Significant Other Observable Inputs (level 2)		Significant Unobservable Inputs (level 3)
Financial Assets
Cash and due from banks	$	94,002	$	94,002	$	94,002	$	—	$	—
Securities available-for-sale		917,424		917,424		8,440		908,984		—
Securities held-to-maturity		593,670		619,617		—		618,895		722
Net loans		4,042,112		4,047,648		—		—		4,047,648
Loans held for sale		5,865		5,865		—		5,865		—
Accrued interest receivable		18,481		18,481		18,481		—		—
Bank-owned life insurance		123,298		123,298		123,298		—		—

Financial Liabilities
Deposits		5,048,983		5,056,828		3,743,887		1,312,941		—
Federal Home Loan Bank borrowings		223,126		225,456		—		225,456		—
Other borrowings		80,690		80,696		77,534		3,162		—
Junior subordinated debt		106,176		79,212		—		79,212		—
Accrued interest payable		1,620		1,620		1,620		—		—

The following methods and assumptions were used to measure the fair value of financial instruments recorded at cost on WesBanco’s consolidated balance sheets:

Cash and due from banks:The carrying amount for cash and due from banks is a reasonable estimate of fair value.

Securities held-to-maturity:Fair values for securities held-to-maturity are determined in the same manner as the investment securities ~~available-for-sale~~ which isare described above.

Net loans:Fair values for loans are estimated using a discounted cash flow methodology. The discount rates take into account interest rates currently being offered to customers for loans with similar terms, the credit risk associated with the loan and other market factors, including liquidity. ~~The valuation of~~

WesBanco believes the ~~loan portfolio reflects discounts that WesBanco believes~~discount rates are consistent with transactions occurring in the marketplace for both performing and distressed loan types. The carrying value ~~that fair value is compared to~~ is net of the allowance for loan losses and other associated premiums and discounts. Due to the significant judgment involved in evaluating credit quality, loans are classified within level 3 of the fair value hierarchy.

Accrued interest receivable:The carrying amount of accrued interest receivable approximates its fair ~~value.~~

~~Bank-owned life insurance:~~ The carrying value of bank-owned life insurance represents the net cash surrender value of the underlying insurance policies, should these policies be terminated. Management believes that the carrying value approximates its fair value.

Deposits:The carrying amount is considered a reasonable estimate of fair value for demand, savings and other variable rate deposit accounts. The fair value of fixed maturity certificates of deposit is estimated by a discounted cash flow method using rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank borrowings:The fair value of FHLB borrowings is based on rates currently available to WesBanco for borrowings with similar terms and remaining maturities.

Other borrowings:The carrying amount of federal funds purchased and overnight sweep accounts generally approximate fair value. Other repurchase agreements are based on quoted market prices if available. If market prices are not available, for certain fixed and adjustable rate repurchase agreements, then quoted market prices of similar instruments are used.

~~Junior~~Subordinated debt and junior subordinated debt:The fair value of subordinated debt is estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements. Due to the pooled nature of junior subordinated debt owed to unconsolidated subsidiary ~~trusts:~~ ~~Due to the pooled nature of these instruments,~~trusts, which are not actively traded, estimated fair value is based on recent similar transactions of single-issuer trust preferred securities.

Accrued interest payable:The carrying amount of accrued interest payable approximates its fair value.

Off-balance sheet financial instruments:Off-balance sheet financial instruments consist of commitments to extend credit, including letters of credit. Fair values for commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit standing of the counterparties. The estimated fair value of the commitments to extend credit and letters of credit are insignificant and therefore are not presented in the above tables.

The activity in accumulated other comprehensive income for the nine months ended September 30, ~~2015~~2016 and ~~2014~~2015 is as follows:


													Accumulated Other Comprehensive Income/(Loss)⁽¹⁾
																			Unrealized Gains
													Defined			Unrealized			on Securities
													Benefit			Gains (Losses)			Transferred from
	Accumulated Other Comprehensive Income⁽¹⁾												Pension			on Securities			Available-for-Sale
*(unaudited, in thousands)*	Defined Benefit Pension Plan			Unrealized Gains (Losses) on Securities Available-for-Sale			Unrealized Gains on Securities Transferred from Available-for- Sale to Held-to-Maturity			Total			Plan			Available-for-Sale			to Held-to-Maturity			Total
Balance at December 31, 2015													$	(17,539	)	$	(4,162	)	$	747		$	(20,954	)

Other comprehensive income before reclassifications														—			16,065			—			16,065
Amounts reclassified from accumulated other comprehensive income														1,407			(1,428	)		(152	)		(173	)

Period change														1,407			14,637			(152	)		15,892

Balance at September 30, 2016													$	(16,132	)	$	10,475		$	595		$	(5,062	)

Balance at December 31, 2014	$	(22,776	)	$	2,892		$	1,059		$	(18,825	)	$	(22,776	)	$	2,892		$	1,059		$	(18,825	)

Other comprehensive income before reclassifications		—			3,105			—			3,105			—			3,105			—			3,105
Amounts reclassified from accumulated other comprehensive income		1,493			(20	)		(199	)		1,274			1,493			(20	)		(199	)		1,274

Period change		1,493			3,085			(199	)		4,379			1,493			3,085			(199	)		4,379

Balance at September 30, 2015	$	(21,283	)	$	5,977		$	860		$	(14,446	)	$	(21,283	)	$	5,977		$	860		$	(14,446	)

Balance at December 31, 2013	$	(7,966	)	$	(6,126	)	$	1,358		$	(12,734	)

Other comprehensive income before reclassifications		—			5,344			—			5,344
Amounts reclassified from accumulated other comprehensive income		716			(525	)		(224	)		(33	)

Period change		716			4,819			(224	)		5,311

Balance at September 30, 2014	$	(7,250	)	$	(1,307	)	$	1,134		$	(7,423	)

The following table provides details about amounts reclassified from accumulated other comprehensive income for the three and nine months ended September 30, ~~2015~~2016 and ~~2014:~~2015:


Details about Accumulated Other Comprehensive Income Components	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						Affected Line Item in the Statement of Net Income	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						Affected Line Item in the Statement of Net Income
*(unaudited, in thousands)*	2015			2014			2015			2014				2016			2015			2016			2015
Securities available-for-sale⁽¹⁾:
Net securities gains reclassified into earnings	$	(11	)	$	(583	)	$	(32	)	$	(831	)	Net securities gains (Non-interest income)	$	(579	)	$	(11	)	$	(2,251	)	$	(32	)	Net securities gains (Non-interest income)
Related income tax expense		4			214			12			306		Provision for income taxes		211			4			823			12		Provision for income taxes

Net effect on accumulated other comprehensive income for the period		(7	)		(369	)		(20	)		(525	)			(368	)		(7	)		(1,428	)		(20	)

Securities held-to-maturity⁽¹⁾:
Amortization of unrealized gain transferred from available-for-sale		(104	)		(84	)		(317	)		(354	)	Interest and dividends on securities (Interest and dividend income)		(77	)		(104	)		(242	)		(317	)	Interest and dividends on securities (Interest and dividend income)
Related income tax expense		38			31			118			130		Provision for income taxes		28			38			90			118		Provision for income taxes

Net effect on accumulated other comprehensive income for the period		(66	)		(53	)		(199	)		(224	)			(49	)		(66	)		(152	)		(199	)

Defined benefit pension plan⁽²⁾:
Amortization of net loss and prior service costs		808			382			2,397			1,134		Employee benefits (Non-interest expense)		766			808			2,280			2,397		Employee benefits (Non-interest expense)
Related income tax benefit		(296	)		(140	)		(904	)		(418	)	Provision for income taxes		(280	)		(296	)		(873	)		(904	)	Provision for income taxes

Net effect on accumulated other comprehensive income for the period		512			242			1,493			716				486			512			1,407			1,493

Total reclassifications for the period	$	439		$	(180	)	$	1,274		$	(33	)		$	69		$	439		$	(173	)	$	1,274

Commitments —In the normal course of business, WesBanco offers off-balance sheet credit arrangements to enable its customers to meet their financing objectives. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. WesBanco’s exposure to credit losses in the event of non-performance by the other parties to the financial instruments for commitments to extend credit and standby letters of credit is limited to the contractual amount of those instruments. WesBanco uses the same credit policies in making commitments and conditional obligations as for all other lending. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The allowance for credit losses associated with commitments was $0.6 million ~~and $0.5 million~~ as of September 30, ~~2015~~2016 and December 31, ~~2014, respectively,~~2015, and is included in other liabilities on the Consolidated Balance Sheets.

Letters of credit are conditional commitments issued by banks to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including normal business activities, bond financing and similar transactions. Letters of credit are considered guarantees. The liability associated with letters of credit was $0.2 million as of ~~both~~ September 30, ~~2015~~2016 and December 31, ~~2014.~~2015.

Contingent obligations to purchase loans funded by other entities include affordable housing plan guarantees, ~~and~~ credit card ~~guarantees.~~guarantees and mortgages sold into the secondary market with recourse. Affordable housing plan guarantees are performance guarantees for various building project loans. The guarantee amortizes as the loan balances decrease. Credit card guarantees are credit card balances not owned by WesBanco, whereby the Bank guarantees the performance of the cardholder. Certain mortgages sold with recourse obligate WesBanco to repurchase mortgages sold if the borrower exceeds certain delinquency metrics within the first year.

The following table presents total commitments to extend credit, guarantees and various letters of credit outstanding:


	September 30,		December 31,		September 30,		December 31,
*(unaudited, in thousands)*	2015		2014		2016		2015
Lines of credit	$	1,162,715	$	984,352	$	1,404,726	$	1,159,769
Loans approved but not closed		283,912		116,757		150,864		234,599
Overdraft limits		106,025		95,965		127,277		106,252
Letters of credit		27,605		23,362		26,544		27,408
Contingent obligations to purchase loans funded by other entities		9,256		8,312		17,324		18,079

Contingent Liabilities —WesBanco is a party to various legal and administrative proceedings and claims. While any litigation contains an element of uncertainty, management does not believe that a material loss related to such proceedings or claims pending or known to be threatened is reasonably possible.

WesBanco operates two reportable segments: community banking and trust and investment services. WesBanco’s community banking segment offers services traditionally offered by full-service commercial banks, including commercial demand, individual demand and time deposit accounts, as well as commercial, mortgage and individual installment loans, and certain non-traditional offerings, such as insurance and securities brokerage services. The trust and investment services segment offers trust services as well as various alternative investment products including mutual funds. The market value of assets managed or held in custody by the trust and investment services segment was approximately $3.7 billion ~~and $3.8 billion~~ at September 30, ~~2015~~2016 and ~~2014, respectively.~~2015. These assets are held by WesBanco in fiduciary or agency capacities for their customers and therefore are not included as assets on WesBanco’s Consolidated Balance Sheets.


									Trust and
							Community		Investment
*(unaudited, in thousands)*	Community Banking		Trust and Investment Services		Consolidated		Banking		Services		Consolidated
For the Three Months ended September 30, 2016:
Interest income							$	70,092	$	—	$	70,092
Interest expense								8,066		—		8,066

Net interest income								62,026		—		62,026
Provision for credit losses								2,214		—		2,214

Net interest income after provision for credit losses								59,812		—		59,812
Non-interest income								15,604		5,413		21,017
Non-interest expense								54,569		3,032		57,601

Income before provision for income taxes								20,847		2,381		23,228
Provision for income taxes								4,841		952		5,793

Net income							$	16,006	$	1,429	$	17,435

For the Three Months ended September 30, 2015:
Interest income	$	66,935	$	—	$	66,935	$	66,935	$	—	$	66,935
Interest expense		6,326		—		6,326		6,326		—		6,326

Net interest income		60,609		—		60,609		60,609		—		60,609
Provision for credit losses		1,798		—		1,798		1,798		—		1,798

Net interest income after provision for credit losses		58,811		—		58,811		58,811		—		58,811
Non-interest income		13,060		5,126		18,186		13,060		5,126		18,186
Non-interest expense		44,039		2,942		46,981		44,039		2,942		46,981

Income before provision for income taxes		27,832		2,184		30,016		27,832		2,184		30,016
Provision for income taxes		6,894		874		7,768		6,894		874		7,768

Net income	$	20,938	$	1,310	$	22,248	$	20,938	$	1,310	$	22,248


For the Three Months ended September 30, 2014:
For the Nine Months ended September 30, 2016:
Interest income	$	54,303	$	—	$	54,303	$	205,278	$	—	$	205,278
Interest expense		5,692		—		5,692		23,637		—		23,637

Net interest income		48,611		—		48,611		181,641		—		181,641
Provision for credit losses		1,478		—		1,478		6,350		—		6,350

Net interest income after provision for credit losses		47,133		—		47,133		175,291		—		175,291
Non-interest income		11,558		5,096		16,654		43,841		16,160		60,001
Non-interest expense		36,292		2,971		39,263		141,029		9,274		150,303

Income before provision for income taxes		22,399		2,125		24,524		78,103		6,886		84,989
Provision for income taxes		5,508		850		6,358		19,818		2,754		22,572

Net income	$	16,891	$	1,275	$	18,166	$	58,285	$	4,132	$	62,417


For the Nine Months ended September 30, 2015:
Interest income	$	194,052	$	—	$	194,052	$	194,052	$	—	$	194,052
Interest expense		17,685		—		17,685		17,685		—		17,685

Net interest income		176,367		—		176,367		176,367		—		176,367
Provision for credit losses		5,768		—		5,768		5,768		—		5,768

Net interest income after provision for credit losses		170,599		—		170,599		170,599		—		170,599
Non-interest income		37,785		16,655		54,440		37,785		16,655		54,440
Non-interest expense		137,903		9,126		147,029		137,903		9,126		147,029

Income before provision for income taxes		70,481		7,529		78,010		70,481		7,529		78,010
Provision for income taxes		17,238		3,012		20,250		17,238		3,012		20,250

Net income	$	53,243	$	4,517	$	57,760	$	53,243	$	4,517	$	57,760


For the Nine Months ended September 30, 2014:
Interest income	$	161,805	$	—	$	161,805
Interest expense		17,562		—		17,562

Net interest income		144,243		—		144,243
Provision for credit losses		4,526		—		4,526

Net interest income after provision for credit losses		139,717		—		139,717
Non-interest income		35,990		15,954		51,944
Non-interest expense		110,485		9,176		119,661

Income before provision for income taxes		65,222		6,778		72,000
Provision for income taxes		15,827		2,711		18,538

Net income	$	49,395	$	4,067	$	53,462

Total non-fiduciary assets of the trust and investment services segment were ~~$3.6~~$3.1 million and ~~$4.0~~$3.6 million at September 30, ~~2015~~2016 and ~~2014,~~2015, respectively. All other assets, including goodwill and other intangible assets, were allocated to the community banking segment.

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

Management’s Discussion and Analysis (“MD&A”) represents an overview of the results of operations and financial condition of WesBanco for the three and nine months ended September 30, ~~2015.~~2016. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

Forward-looking statements in this report relating to WesBanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with WesBanco’s Form 10-K for the year ended December 31, ~~2014~~2015 and documents subsequently filed by WesBanco with the Securities and Exchange Commission (“SEC”), including WesBanco’s Form 10-Q for the quarters ended March 31 and June 30, ~~2015,~~2016, which are available at the SEC’s website, www.sec.gov or at WesBanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in WesBanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the businesses of WesBanco and YCB may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger of WesBanco and YCB may not be fully realized within the expected timeframes; disruption from the merger of WesBanco and YCB may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to WesBanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; internet hacking; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting WesBanco’s operational and financial performance. WesBanco does not assume any duty to update forward-looking statements.

WesBanco is a multi-state bank holding company ~~with total assets of approximately $8.5 billion,~~ operating through ~~141~~174 branches ~~one loan production office~~ and ~~129~~163 ATM machines in West Virginia, Ohio, ~~and~~ western Pennsylvania, Kentucky, and southern Indiana, offering retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco’s businesses are significantly impacted by economic factors such as market interest rates, federal monetary and regulatory policies, local and regional economic conditions and the competitive environment’s effect upon WesBanco’s business volumes. WesBanco’s deposit levels are affected by numerous factors including personal savings rates, personal income, and competitive rates on alternative investments, as well as competition from other financial institutions within the markets we serve and liquidity needs of WesBanco. Loan levels are also subject to various factors including construction demand, business financing needs, consumer spending and interest rates, as well as loan terms offered by competing lenders.

On ~~February 10, 2015,~~September 9, 2016, WesBanco completed the acquisition of ~~ESB,~~YCB, a ~~Pennsylvania savings~~ bank holding company headquartered in ~~Ellwood City, Lawrence County, northwest of Pittsburgh, PA,~~New Albany, Indiana with approximately ~~$2.0~~$1.5 billion in assets, and 23 offices in four southwestern PA counties, three of which were in the Pittsburgh Metropolitan Statistical Area (“MSA”). The transaction expanded WesBanco’s franchise in western Pennsylvania from 16 to 38 officesexcluding goodwill, with ~~approximately $1.7~~$1.2 billion in total ~~deposits. ESB’s~~deposits and $1.0 billion in total loans, and 34 branches in Kentucky and southern Indiana. WesBanco now has approximately $9.8 billion in total assets, $7.1 billion in total deposits, and $6.2 billion in total loans operating in five contiguous states. YCB’s results were included in WesBanco’s results from the date of merger consummation. WesBanco’s results also include ESB Financial Corporation’s (“ESB”) results from February 10, 2015, the date of the consummation of ~~the~~that merger.

WesBanco’s critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of September 30, ~~2015~~2016 have remained unchanged from the disclosures presented in WesBanco’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Net income for the nine months ended September 30, 2016 was $62.4 million or $1.61 per diluted share compared to $57.8 million or $1.55 per diluted share for the first nine months of 2015. Net income for the three months ended September 30, ~~2015~~2016 was ~~$22.2~~$17.4 million, while diluted earnings per share were ~~$0.58,~~$0.44, compared to ~~$18.2~~$22.2 million or ~~$0.62~~$0.58 per diluted share for the third quarter of ~~2014. Net~~2015. Excluding after-tax merger-related expenses (non-GAAP measure) for the nine months ended September 30, 2016, net income increased 6.7% to $69.3 million compared to $64.9 million for 2015, while diluted earnings per share totaled $1.79, compared to $1.75 per share for 2015. Excluding after-tax merger-related expenses (non-GAAP measure), net income for the ~~first nine~~three months ~~of 2015~~ended September 30, 2016 was ~~$57.8~~$23.9 million, while diluted earnings per share were $0.60, compared to $22.4 million or ~~$1.55 per diluted share compared to $53.5 million or $1.82~~$0.58 per diluted share for the ~~same period~~third quarter of 2014. For the nine month period ending September 30, 2015, net income excluding after-tax merger-related expenses of $7.2 million, increased 21.5% to $64.9 million (non-GAAP measure) compared to $53.5 million for the same period in 2014, while diluted earnings per share, excluding after-tax merger-related expenses, totaled $1.75 (non-GAAP measure), compared to $1.82 per share for the same 2014 period.2015.


	For the Three Months Ended September 30,									For the Nine Months Ended September 30,										For the Three Months Ended September 30,											For the Nine Months Ended September 30,
	2015					2014				2015						2014				2016						2015					2016						2015
(unaudited, dollars in thousands, except per share amounts)	Net Income			Diluted Earnings Per Share		Net Income		Diluted Earnings Per Share		Net Income			Diluted Earnings Per Share			Net Income		Diluted Earnings Per Share		Net Income			Diluted Earnings Per Share			Net Income			Diluted Earnings Per Share		Net Income			Diluted Earnings Per Share			Net Income			Diluted Earnings Per Share
Net income (Non-GAAP)⁽¹⁾	$	22,368		$	0.58	$	18,166	$	0.62	$	64,931		$	1.75		$	53,462	$	1.82	$	23,859		$	0.60		$	22,368		$	0.58	$	69,292		$	1.79		$	64,931		$	1.75
Less: After tax merger-related expenses		(120	)		—		—		—		(7,171	)		(0.20	)		—		—		(6,424	)		(0.16	)		(120	)		—		(6,875	)		(0.18	)		(7,171	)		(0.20	)

Net income (GAAP)	$	22,248		$	0.58	$	18,166	$	0.62	$	57,760		$	1.55		$	53,462	$	1.82	$	17,435		$	0.44		$	22,248		$	0.58	$	62,417		$	1.61		$	57,760		$	1.55

Net interest income increased ~~$12.0~~$1.4 million or ~~24.7%~~2.3% in the third quarter of ~~2015~~2016 compared to the ~~third~~same quarter of ~~2014~~2015 due to a ~~33.3%~~10.2% increase in average loan balances resulting in a 3.8% increase in average earning assets, ~~primarily through the acquisition, and through a 6.3% increase in average loan balances, exclusive of ESB,~~ partially offset by a 224 basis point decrease in the net interest margin. ~~Year-to-date,~~For the first nine months of 2016, net interest income increased ~~$32.1~~$5.3 million or ~~22.3%.~~3.0% from the acquisitions and from annualized organic loan growth of approximately 4.2%, reduced by a 14 basis point decline in the net interest margin. The net interest margin decreased to ~~3.36%~~3.32% in the third quarter, compared to ~~3.58%~~3.36% in ~~the~~ same quarter of ~~2014.~~2015, but increased two basis points from the second quarter of 2016’s 3.30%. The year-over-year decrease in the quarter’s net interest margin is primarily due to a 419 basis point ~~decline in the average rate earned on securities due to lower yields on ESB’s retained securities portfolio and other purchased securities, while rates on~~decrease for total loans ~~decreased by 15 basis points~~ due to repricing of existing loans ~~and~~at lower spreads, competitive pricing on new ~~loans. The lower rates were due to~~loans and the extended low interest rate ~~environment and were somewhat mitigated by a~~environment. Mitigating this reduction ~~in funding costs of 9 basis points. In addition,~~is the aforementioned loan growth, which improves overall asset yields as ~~the~~ average ~~rate on loans is~~loan rates are generally higher than ~~the average rate on securities.~~securities rates. Funding costs ~~continued~~increased 11 basis points in the third quarter compared to ~~decrease~~the same quarter in 2015, primarily due to an increase in the percentage of total FHLB borrowings to 16.4% of interest bearing liabilities from 12.7% in 2015, as well as a ~~result of a 31~~34 basis point ~~decrease~~increase in the average rate on ~~CDs as higher-rate CDs matured. Overall, average~~these borrowings year-over-year. Average deposits ~~increased by 21.9%~~ in the third quarter ~~of 2015 compared~~decreased by 3.5%, primarily due to the ~~same quarter of 2014 with a decrease in total rate of 10 basis points on interest bearing deposits. To replace funding from~~ runoff of ~~higher cost CDs, increased average FHLB borrowings of intermediate terms in~~CDs. During the ~~first nine months of 2015 resulted in an increase in the third quarter cost of FHLB borrowings by 11 basis points compared to the third quarter of 2014. The decline in~~last few quarters, the net interest margin ~~is also due~~has been relatively stable, ranging from 3.29% to ~~asset~~3.32% and ~~liability mix shifts post-ESB, with~~the re-mix in average earning assets has continued as securities as a ~~greater~~ percentage of ~~lower-yielding investment securities and~~total assets have been reduced from 29.8% at September 30, 2015 to 24.0% at September 30, 2016, while loans have increased as a ~~greater~~ percentage of ~~CDs versus lower-cost deposit types. Compared~~total assets to 63.6%. Year-to-date, the ~~second quarter~~decline in the margin of ~~2015, margin compression~~14 basis points resulted ~~primarily due to repricing of existing loans and competitive pricing on new loans. Year-to-date~~from the same factors affecting the third quarter. Loan growth has assisted in maintaining the net interest margin ~~decreased to 3.44% from 3.62% in the same period of 2014, as a result of changes to individual balances~~at its present level despite lower loan yields and ~~rates similar to the third quarter.~~overall spread compression.

The provision for credit losses ~~was~~increased to $2.2 million in the third quarter of 2016, compared to $1.8 million in the third quarter of 2015, ~~compared~~while year-to-date the provision increased to ~~$1.5~~$6.4 million from $5.8 million in the same period of 2015. Net charge-offs as a percentage of average portfolio loans of 0.20% in the third quarter of ~~2014. Year-to-date,~~2016 decreased from 0.30% in the ~~provision was $5.8 million compared to $4.5 million for 2014. Net charge-offs for~~third quarter of 2015. For the first nine months of ~~2015 were $8.6 million or 0.24%~~2016, net charge-offs as a percentage of average portfolio loans ~~compared to $6.9 million for~~of 0.14% decreased from 0.24% in the same period of 2014, also representing 0.24% of average portfolio loans. The increase in charge-offs was primarily due to two non-energy industry-related commercial credits placed on nonaccrual and charged-down by $2.5 million. However, other credit metrics continue to improve overall.2015 period.

For the third quarter of ~~2015,~~2016, non-interest income increased ~~$1.5~~$2.8 million or ~~9.2%~~15.6% compared to the 2015 third quarter. Trust fees increased $0.3 million or 5.6% compared to the third quarter of ~~2014.~~last year from increased total assets under management, higher estate fees and market improvements. Service charges on deposits increased $0.3 million or ~~6.1%~~7.0% through a larger customer deposit base from the addition of ~~ESB and an overall higher fee schedule. Electronic banking fees~~YCB. Net securities gains increased $0.6 million or 17.8% from increases in transaction volume. Net securities brokerage revenue increased by $0.3 million or 17.3% through the addition of support and sales staff in several regions. Net gains on sales of mortgage loans increased $0.2 million or 41.6% from increases in originations and a larger percentage of originations being sold into the secondary market. Net losses on other real estate owned and other assets improved by $1.1 million due to a $1.4 million charge in the third quarter of ~~2014 relating~~2016 compared to the ~~prepayment~~third quarter of ~~a repurchase agreement with another bank. These increases were partially offset by a decrease~~2015, primarily due to realized gains resulting from the sale of mortgage-backed securities in ~~net~~the quarter. Net securities ~~gains of~~brokerage revenue decreased $0.5 million or 26.2% from staff restructuring and ~~lower other service fee~~an emphasis on deposit retention. Other income ~~primarily~~increased $1.9 million in the third quarter due to $1.3 million of commercial customer loan swap ~~fees.~~fee income and improvement in various other income categories including mortgage banking gains. For the ~~first~~ nine months ~~of 2015,~~ended September 30, 2016, non-interest income increased ~~by $2.5~~$5.6 million or ~~4.8%~~10.2%, reflecting similar trends as in the third quarter, while trust fees decreased 3.0% due to lower total assets under management and lower estate fees earlier in the year, electronic banking fees increased ~~$0.7~~5.8% and net gain on sales of mortgage loans increased 40.2%.

The following paragraph on non-interest expense excludes merger-related expenses in both years of $9.9 million ~~or 4.4%~~and $0.2 million for the ~~year-to-date period from higher fees~~three months ended September 30, 2016 and ~~customer development initiatives.~~

In2015, respectively, and $10.6 million and $11.0 million for the ~~third quarter of~~nine months ended September 30, 2016 and 2015, ~~net revenue growth of 20.7% outpaced non-interest~~respectively. Non-interest expense growth of 19.2%, excluding merger-related expenses of $0.2 million, compared to the third quarter of 2014. As a result, the efficiency ratio (net of merger-related expenses) improved in the current quarter to 57.6% from 58.5% in the third quarter of ~~2014. Overall~~2016 grew $0.9 million or 2.0%, compared to the same quarter in 2015. For the first nine months, non-interest expense increased ~~$7.7~~$3.7 million or 2.7%. For the third quarter, salaries and wages increased $1.4 million or 7.0% due to increased compensation expense related to an 18.3% increase in full-time equivalent employees, primarily in the third quarter ~~principally~~of 2016 from the YCB acquisition, which increased assets by $2.0 billion and added 23 offices to our branch network, and $0.2 million of merger-related expenses. Salaries and wages increased $2.5 million or 14.4%, due to an increase in average full-time equivalent employees from the merger, increased stock compensation costs and routine annual adjustments to ~~compensation, partially offset by increased deferrals of compensation costs on new loan originations.~~compensation. Employee benefits expense increased ~~$1.0~~$0.2 million, ~~or 19.3%,~~ primarily from increased ~~pension, health insurance, social security contributions and other benefit plan costs. Net occupancy increased $0.6~~deferred compensation expense. Marketing expense decreased $0.2 million ~~principally due~~as WesBanco focused on preparing for the introduction of YCB customers to ~~increased building-related costs including utilities, lease expense, and depreciation. Equipment costs increased $0.9 million related to continuous improvements~~our organization. The increase in computer system infrastructure, and origination and customer support systems. Amortization of intangible assets increased $0.3 million from additional ESB intangible assets, primarily related to core deposits. Year-to-date through September 30, 2015, non-interest expense for ~~the combined company increased by $16.3 million or 13.7%, excluding merger-related expenses, compared to~~ the first nine months of ~~2014, reflecting factors~~2016 reflects similar totrends as in the ~~three month period.~~third quarter.

completion of an IRS audit which closed the 2011 and 2012 tax ~~years, which resulted in an~~years. These factors combined to produce a higher effective tax rate of ~~26.0%~~26.6% for ~~2015~~2016 compared to ~~25.8%~~26.0% in the first nine months of 2015. The provision for ~~2014.~~federal and state income taxes decreased $2.0 million to $5.8 million for the third quarter of 2016 as compared to $7.8 million for the third quarter 2015 due primarily to merger-related expenses incurred in the third quarter of 2016.


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
*(unaudited, dollars in thousands)*	2015			2014			2015			2014			2016			2015			2016			2015
Net interest income	$	60,609		$	48,611		$	176,367		$	144,243		$	62,026		$	60,609		$	181,641		$	176,367
Taxable equivalent adjustments to net interest income		2,442			1,838			6,526			5,511			2,455			2,442			7,334			6,526

Net interest income, fully taxable equivalent	$	63,051		$	50,449		$	182,893		$	149,754		$	64,481		$	63,051		$	188,975		$	182,893

Net interest spread, non-taxable equivalent		3.15	%		3.34	%		3.24	%		3.38	%		3.07	%		3.15	%		3.06	%		3.24	%
Benefit of net non-interest bearing liabilities		0.08	%		0.11	%		0.08	%		0.11	%		0.12	%		0.08	%		0.11	%		0.08	%

Net interest margin		3.23	%		3.45	%		3.32	%		3.49	%		3.19	%		3.23	%		3.17	%		3.32	%
Taxable equivalent adjustment		0.13	%		0.13	%		0.12	%		0.13	%		0.13	%		0.13	%		0.13	%		0.12	%

Net interest margin, fully taxable equivalent		3.36	%		3.58	%		3.44	%		3.62	%		3.32	%		3.36	%		3.30	%		3.44	%

Net interest income, which is WesBanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities (deposits and short and long-term borrowings). Net interest income is affected by the general level and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. Net interest income increased ~~$12.0~~$1.4 million or ~~24.7%~~2.3% in the third quarter of ~~2015~~2016 compared to the ~~third~~same quarter of ~~2014~~2015, due to a ~~33.3%~~10.2% increase in average earning assets, ~~primarily from the acquisition, and through a 6.3% increase in average loan balances, exclusive of ESB,~~ partially offset by a 224 basis point decrease in the net interest margin. ~~Year-to-date,~~For the first nine months of 2016, net interest income increased ~~$32.1~~$5.3 million or ~~22.3%. Average~~3.0%, from the acquisitions and from annualized average organic loan ~~balances increased~~growth of approximately 4.2%, reduced by ~~$950.6~~a 14 basis point decline in the net interest margin. Total average deposits decreased in the third quarter by $34.1 million or ~~23.9% from~~0.5%, compared to the third quarter of ~~2014,~~2015, primarily due to the runoff of which $228.0 million of the increase was from organic loan growth. Total average deposits increased by $1.1 billion or 21.9% as all major categories within deposits increased. Excluding the ESB acquisition, average certificates of deposit of $281.6 million, which have the highest interest cost among interest bearing ~~deposits, decreased by $214.3 million or 15.4%, while all other~~deposits. Partially offsetting the decrease in certificates of deposit ~~types increased by $181.0 million or 4.8%. These~~was an increase in lower-cost and non-interest bearing ~~deposit increases~~deposits of $247.5 million, which were the result of the acquisition, marketing campaigns, customer incentives, wealth management and business initiatives as well as deposits from Marcellus and Utica shale gas bonus and royalty payments. The net interest margin decreased to ~~3.36%~~3.32% in the third quarter of ~~2015 compared to 3.58%~~2016 from 3.36% in the same quarter of ~~2014,~~2015, but increased 2 basis points from 3.30% in the second quarter of 2016. The year-over-year decrease in the quarter’s net interest margin is primarily due to a 419 basis point ~~decline in the average rate earned~~decrease on ~~securities~~loan yields due to repricing of existing loans at lower ~~yields~~spreads, competitive pricing on ~~ESB’s retained securities portfolio~~new loans and ~~other purchased securities, while rates on loans decreased by 15 basis points. The decrease in~~ the margin is also due to asset and liability mix shifts post-ESB, with a greater percentage of lower-yielding investment securities and a greater percentage of CDs versus lower-cost deposit types. Year-to-date the netextended low interest margin decreased to 3.44% from 3.62% in the same period of 2014, as a result of changes to individual balances and rates similar to the third quarter. The cost of funds continued to improve, declining 9rate environment. Overall funding costs increased 11 basis points from the third quarter of ~~2014~~2015 due ~~primarily~~ to ~~a 31 basis point~~higher balances and rates on FHLB borrowings, partially offset by the decrease in ~~the average rate on CDs, increases in the percentage~~certificates of lower-cost and non-interest bearing deposit balances to total deposits and lower rates on other borrowings. Excluding accretion of various purchase accounting adjustments related to recent acquisitions and the interest recognized on a tax refund in 2014, the net interest margin would have been 3.26% and 3.34% in the third quarter and year-to-date periods of 2015, respectively, compared to 3.54% and 3.56% for the same periods of 2014.deposit.

Interest income increased in the third quarter of ~~2015~~2016 by ~~$12.6~~$3.2 million or ~~23.3%~~4.7% compared to the same period in 2015 due to the higher average loan balances and higher security yields, partially offset by ~~$32.2~~lower loan yields and lower securities balances. In the first nine months of 2016, interest income increased $11.2 million or ~~19.9% in~~5.8% from the first nine months of 2015 ~~compared to the same periods in 2014~~ due to higher average total earning asset balances ~~of earning assets acquired both in~~from the ESB ~~acquisition~~ and ~~organically, partially~~YCB acquisitions and organic loan growth, offset somewhat by lower yields on ~~loans and on the investment portfolio. Rates decreased 15 basis points in the third quarter on average~~loans. The lower loan ~~balances from reduced rates on acquired, newly-originated and contractually-repricing assets~~yields were due to the ~~necessity of offering lower rates on quality credits in an increasingly competitive and~~continued low interest rate ~~environment.~~environment with a relatively flat yield curve. However, the increase in average loan balances helped to mitigate the effect of the lower rates, as rates earned on loans are higher than those on securities. In the third quarter of ~~2015,~~2016, average loans represented ~~66.1%~~70.2% of average earning assets, ~~decreasing from 71.1%~~an increase compared to 66.1% in the same quarter of ~~2014 due to the acquired ESB loan portfolio being smaller than the acquired investment portfolio.~~2015. Total securities yields ~~decreased~~increased by 4110 basis points in the third quarter of ~~2015~~2016 from the same period in ~~2014~~2015 due to scheduled maturities and select sales of short-term, lower ~~yields on ESB’s retained~~yielding investment securities portfolio and other purchased securities at current lower available interest rates. The former ESB securities portfolio was also restructured and not fully invested until June which accounted for approximately $0.8 million in ~~potential interest income. Within the investment portfolio, the~~2016 as well as a higher percentage of average ~~rate declined on taxable and~~ tax-exempt securities ~~by 30 and 74 basis points, respectively, from the third quarter of 2014.~~to total securities. The average balance of tax-exempt securities, which provide the highest yield within securities, increased ~~$223.1~~4.3% or $26.9 million ~~or 55.0%~~ over the last year, ~~but~~and were ~~only 25.3%~~29.2% of total average securities in the third quarter of ~~2015~~2016 compared to ~~25.6%~~25.3% in the third quarter of ~~2014, further contributing~~2015, which helped to mitigate their 16 basis point decline in yield. While the ~~overall lower~~ yield on ~~total securities. Taxable~~taxable securities ~~balances~~ increased by ~~$678.9 million or 57.7%~~9 basis points from the third quarter of ~~2014 as a significant portion~~2015, taxable securities balances decreased by $264.4 million or 14.3% from the third quarter of 2015 due to maturities, calls, sales and paydowns that were not fully replaced due to management’s focus on maintaining the size of the ~~acquired securities consisted~~balance sheet in order to delay the financial impact of~~10-15 year~~ residential mortgage pools. Shorter-term mortgage pools reduce the average life of the portfolio, particularly for the portion accounted for as available-for-sale, positioning the Bank for possible future increases crossing $10 billion in ~~interest rates, while maintaining required levels of pledgeable securities.~~assets through acquisitions.

Portfolio loans increased ~~$918.9 million~~$1.3 billion or 26.0% in the twelve months ended September 30, ~~2015~~2016 with ~~$701.0 million~~$1.0 billion from the ~~ESB~~YCB acquisition and ~~$217.9~~$273.0 million, or 5.5% from organic loan ~~growth exclusive of ESB as originations continued to outpace paydowns.~~growth. Organic loan growth ~~from December 31, 2014, annualized,~~ was ~~5.3%, primarily due to $1.3~~achieved through $1.4 billion in loan originations for the first nine months of 2015 compared to $1.0 billion for the first nine months of last year. Loan growth occurred in all major categories with approximately 30.0% of the growth in commercial and industrial loans. Loan growth was driven by increased business activity, additional commercial and residential lending personnel in our urban markets, focused marketing efforts, and continued improvement in loan origination processes.

~~Interest expense increased $0.6 million or 11.1% in the third quarter of 2015 and, despite the acquisition of ESB’s deposits of $1.2 billion, only increased $0.1 million or 0.7%~~ in the first nine months of ~~2015~~2016, with total business loan originations up approximately 14.0%. Organic loan growth was driven by expanded market areas and additional commercial personnel in our core markets.

Interest expense increased $1.7 million or 27.5% in the third quarter of 2016 and $6.0 million or 33.7% in the first nine months of 2016 compared to the same periods in ~~2014.~~2015, both due to increases in the average balance and rate paid on FHLB borrowings. The increases in rate from the FHLB borrowings, due to a shift in term length from short to medium, were offset partially in the third quarter by the decreases in higher cost CDs. Average FHLB borrowings increased in the third quarter of 2016 to manage normal liquidity needs including the funding of CD runoff and ~~first nine month periods were due to~~loan growth. The increased FHLB borrowings resulted in an overall increase in ~~the average balance of FHLB borrowings, generally short to medium term, offset somewhat by a continued reduction in the rate paid on other interest bearing liabilities. Total~~total average interest bearing liabilities ~~increased $1.5 billion~~of $85.3 million or ~~33.8% in~~1.4% as the ~~third quarter due to deposits from the ESB acquisition, increased organic deposits and increased FHLB borrowings. The~~ average rate ~~paid~~ on ~~interest bearing liabilities decreased 9~~FHLB borrowings increased 34 basis points in the third quarter of ~~2015~~2016 compared to the same period in ~~2014. Rates paid on overall interest bearing deposits declined by 10 basis points to 0.31% in~~2015. In the third quarter ~~predominantly due to a 31 basis point decline in rates on certificates~~

of deposit from maturities of higher-rate CDs, combined with management reducing offered rates and the repricing of acquired CDs through purchase accounting on the acquisition date at lower market rates. The rates paid on other deposit types remained nearly unchanged in the third quarter and year-to-date periods. Changes in the deposit funding mix somewhat offset the decrease in the rates paid, with average certificates of deposit increasing to 27.3% of total average deposits compared to 27.1% in the third quarter of last year, due exclusively to the acquisition of ESB. WesBanco continues to focus on reducing rate offerings and growing customers with multiple banking relationships, as opposed to single service certificate of deposit customers. To replace funding from the runoff of higher cost CDs, the average balance of2016, FHLB borrowings ~~increased in the third quarter by $616.0 million or 445.8% from the same period~~were 16.4% of ~~2014 and was 12.7% of total~~ interest bearing liabilities as compared to ~~3.1%~~12.7% in 2015. Helping to somewhat offset the increase in average FHLB borrowings, the average balance of CDs decreased $281.6 million from the third quarter of 2015 from WesBanco’s planned funding strategy intentionally allowing the runoff of certain higher cost or single service CDs and CDARS^® balances. The 10 basis point increase in the cost of CDs in the third quarter of 2016 is partially due to lower accretion from purchase accounting adjustments on prior acquisitions. In addition, non-interest bearing demand deposits increased to 22.9% of total average deposits in the third quarter of 2016 compared to 20.5% in the same period of ~~2014. Due~~2015, further helping to ~~a shift~~partially offset the increase in ~~the term length of new FHLB borrowings from short to medium, the average rate increased in the third quarter by 11 basis points compared to the same period in 2014.~~


	For the Three Months Ended September 30,										For the Nine Months Ended September 30,										For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2015					2014					2015					2014					2016					2015					2016					2015
*(unaudited, dollars in thousands)*	Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate
ASSETS
Due from banks - interest bearing	$	10,448		0.19	%	$	20,064		0.24	%	$	16,754		0.17	%	$	31,668		0.23	%
Due from banks—interest bearing																					$	17,433		0.80	%	$	10,448		0.19	%	$	31,750		0.52	%	$	16,754		0.17	%
Loans, net of unearned income⁽¹⁾		4,933,840		4.17	%		3,983,285		4.32	%		4,789,807		4.24	%		3,919,006		4.39	%		5,436,876		4.08	%		4,933,840		4.17	%		5,231,118		4.11	%		4,789,807		4.24	%
Securities:⁽²⁾
Taxable		1,854,679		2.21	%		1,175,750		2.51	%		1,719,438		2.23	%		1,164,693		2.52	%		1,590,233		2.30	%		1,854,679		2.21	%		1,698,558		2.29	%		1,719,438		2.23	%
Tax-exempt⁽³⁾		628,475		4.44	%		405,338		5.18	%		542,700		4.58	%		403,970		5.20	%		655,356		4.28	%		628,475		4.44	%		645,522		4.33	%		542,700		4.58	%

Total securities		2,483,154		2.78	%		1,581,088		3.19	%		2,262,138		2.80	%		1,568,663		3.21	%		2,245,589		2.88	%		2,483,154		2.78	%		2,344,080		2.85	%		2,262,138		2.80	%
Other earning assets⁽⁴⁾		34,712		3.09	%		15,337		2.73	%		24,953		6.43	%		12,600		8.20	%		45,258		4.76	%		34,712		3.09	%		45,460		4.54	%		24,953		6.43	%

Total earning assets⁽³⁾		7,462,154		3.70	%		5,599,774		3.98	%		7,093,652		3.78	%		5,531,937		4.04	%		7,745,156		3.73	%		7,462,154		3.70	%		7,652,408		3.71	%		7,093,652		3.78	%

Other assets		937,706					709,003					906,112					706,815					989,068					937,706					951,530					906,112

Total Assets	$	8,399,860				$	6,308,777				$	7,999,764				$	6,238,752				$	8,734,224				$	8,399,860				$	8,603,938				$	7,999,764

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest bearing demand deposits	$	1,193,502		0.17	%	$	894,386		0.18	%	$	1,127,608		0.17	%	$	895,687		0.17	%	$	1,328,403		0.21	%	$	1,193,502		0.17	%	$	1,250,157		0.20	%	$	1,127,608		0.17	%
Money market accounts		1,007,674		0.19	%		989,935		0.20	%		1,006,046		0.19	%		970,189		0.19	%		927,839		0.19	%		1,007,674		0.19	%		935,339		0.19	%		1,006,046		0.19	%
Savings deposits		1,070,179		0.06	%		826,048		0.06	%		1,035,882		0.06	%		819,863		0.06	%		1,122,715		0.06	%		1,070,179		0.06	%		1,100,094		0.06	%		1,035,882		0.06	%
Certificates of deposit		1,708,206		0.62	%		1,391,740		0.93	%		1,732,117		0.65	%		1,446,443		0.95	%		1,426,559		0.72	%		1,708,206		0.62	%		1,500,591		0.70	%		1,732,117		0.65	%

Total interest bearing deposits		4,979,561		0.31	%		4,102,109		0.41	%		4,901,653		0.32	%		4,132,182		0.43	%		4,805,516		0.32	%		4,979,561		0.31	%		4,786,181		0.32	%		4,901,653		0.32	%
Federal Home Loan Bank borrowings		754,194		0.87	%		138,175		0.76	%		493,788		0.85	%		66,421		1.31	%		989,585		1.21	%		754,194		0.87	%		1,019,696		1.19	%		493,788		0.85	%
Other borrowings		103,461		0.34	%		95,915		1.44	%		105,573		0.32	%		105,046		1.60	%		114,390		0.41	%		103,461		0.34	%		100,054		0.40	%		105,573		0.32	%
Junior subordinated debt		106,196		2.83	%		106,161		3.01	%		118,085		2.88	%		106,151		3.01	%		119,246		3.48	%		106,196		2.83	%		110,582		3.27	%		118,085		2.88	%

Total interest bearing liabilities ⁽¹⁾		5,943,412		0.42	%		4,442,360		0.51	%		5,619,099		0.42	%		4,409,800		0.53	%		6,028,737		0.53	%		5,943,412		0.42	%		6,016,513		0.52	%		5,619,099		0.42	%
Non-interest bearing demand deposits		1,285,509					1,036,173					1,250,913					1,014,061					1,425,416					1,285,509					1,356,336					1,250,913
Other liabilities		62,323					42,572					92,258					41,597					65,258					62,323					60,290					92,258
Shareholders’ equity		1,108,616					787,672					1,037,494					773,294					1,214,813					1,108,616					1,170,799					1,037,494

Total Liabilities and Shareholders’ Equity	$	8,399,860				$	6,308,777				$	7,999,764				$	6,238,752
Total Liabilities and
Shareholders’ Equity																					$	8,734,224				$	8,399,860				$	8,603,938				$	7,999,764

Taxable equivalent net interest spread				3.28	%				3.47	%				3.36	%				3.51	%				3.20	%				3.28	%				3.19	%				3.36	%
Taxable equivalent net interest margin				3.36	%				3.58	%				3.44	%				3.62	%				3.32	%				3.36	%				3.30	%				3.44	%

TABLE 3. RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE


																			Three Months Ended September 30, 2016									Nine Months Ended September 30, 2016
	Three Months Ended September 30, 2015 Compared to September 30, 2014									Nine Months Ended September 30, 2015 Compared to September 30, 2014									Compared to September 30, 2015									Compared to September 30, 2015
*(unaudited, in thousands)*	Volume			Rate			Net Increase (Decrease)			Volume			Rate			Net Increase (Decrease)			Volume			Rate			Net Increase (Decrease)			Volume			Rate			Net Increase (Decrease)
Increase (decrease) in interest income:
Due from banks - interest bearing	$	(5	)	$	(2	)	$	(7	)	$	(23	)	$	(10	)	$	(33	)
Due from banks – interest bearing																			$	5		$	25		$	30		$	31		$	71		$	102
Loans, net of unearned income		10,040			(1,563	)		8,477			27,749			(4,527	)		23,222			5,081			(1,135	)		3,946			13,955			(5,010	)		8,945
Taxable securities		3,839			(963	)		2,876			9,526			(2,785	)		6,741			(1,506	)		392			(1,114	)		(352	)		689			337
Tax-exempt securities⁽¹⁾		2,563			(837	)		1,726			4,931			(2,029	)		2,902			292			(255	)		37			3,381			(1,074	)		2,307
Other earning assets		147			17			164			627			(196	)		431			97			174			271			775			(431	)		344

Total interest income change⁽¹⁾		16,584			(3,348	)		13,236			42,810			(9,547	)		33,263			3,969			(799	)		3,170			17,790			(5,755	)		12,035

Increase (decrease) in interest expense:
Interest bearing demand deposits		130			(12	)		118			295			(38	)		257			63			111			174			165			251			416
Money market accounts		9			(11	)		(2	)		51			(15	)		36			(38	)		(3	)		(41	)		(102	)		22			(80	)
Savings deposits		38			(8	)		30			100			(23	)		77			8			—			8			29			(2	)		27
Certificates of deposit		640			(1,232	)		(592	)		1,787			(3,689	)		(1,902	)		(475	)		405			(70	)		(1,177	)		609			(568	)
Federal Home Loan Bank borrowings		1,342			44			1,386			2,807			(300	)		2,507			604			751			1,355			4,334			1,613			5,947
Other borrowings		25			(284	)		(259	)		6			(1,007	)		(1,001	)		10			19			29			(14	)		59			45
Junior subordinated debt		—			(47	)		(47	)		260			(111	)		149			101			184			285			(166	)		331			165

Total interest expense change		2,184			(1,550	)		634			5,306			(5,183	)		123			273			1,467			1,740			3,069			2,883			5,952

Net interest income increase (decrease)⁽¹⁾	$	14,400		$	(1,798	)	$	12,602		$	37,504		$	(4,364	)	$	33,140		$	3,696		$	(2,266	)	$	1,430		$	14,721		$	(8,638	)	$	6,083

The provision for credit losses is the amount to be added to the allowance for credit losses after net charge-offs have been deducted to bring the allowance to a level considered appropriate to absorb probable losses in the loan portfolio. The provision for credit losses also includes the amount to be added to the reserve for loan commitments to bring that reserve to a level considered appropriate to absorb probable losses on unfunded commitments. While the provision for credit losses increased primarily due to loan growth, credit metrics continued to improve. The provision for credit losses ~~was~~increased to $2.2 million in the third quarter of 2016, compared to $1.8 million in the third quarter of 2015, ~~compared~~while year-to-date the provision increased to ~~$1.5~~$6.4 million from $5.8 million in the same period of 2015. Net charge-offs as a percentage of average portfolio loans of 0.20% in the third quarter of ~~2014. Year-to-date,~~2016 decreased from 0.30% in the ~~provision was $5.8 million compared to $4.5 million for 2014. Net charge-offs for~~third quarter of 2015. For the first nine months of ~~2015 were $8.6 million or 0.24%~~2016, net charge-offs as a percentage of average portfolio loans ~~compared to $6.9 million~~of 0.14% decreased from 0.24% in the same 2015 period. Net charge-offs for the ~~same period~~three and nine months of 2014, also representing 0.24% of average portfolio loans. The increase in charge-offs was primarily due to two non-energy industry-related commercial credits placed on nonaccrual and charged-down by $2.52016 include $1.8 million and ~~additional charge-offs from ESB. However, other credit metrics continue~~$2.3 million related to ~~improve overall.~~one large commercial loan, respectively, with a remaining balance of $1.3 million at September 30, 2016. Non-performing loans ~~including TDRs, as well as~~(including TDRs), criticized and classified loans and past due loans all improved as a percentage of total portfolio loans from ~~their pre-acquisition levels in late 2014.~~the third quarter of 2015. (Please see the Allowance for Credit Losses section of this MD&A for additional discussion).


																								For the Three Months											For the Nine Months
	For the Three Months Ended September 30,												For the Nine Months Ended September 30,											Ended September 30,											Ended September 30,
*(unaudited, dollars in thousands)*	2015			2014			$ Change			% Change			2015		2014			$ Change			% Change			2016		2015			$ Change			% Change			2016		2015		$ Change			% Change
Trust fees	$	5,127		$	5,096		$	31			0.6		$	16,656	$	15,954		$	702			4.4		$	5,413	$	5,127		$	286			5.6	%	$	16,160	$	16,656	$	(496	)		(3.0	%)
Service charges on deposits		4,425			4,170			255			6.1			12,342		12,107			235			1.9			4,733		4,425			308			7.0	%		12,861		12,342		519			4.2	%
Electronic banking fees		3,849			3,268			581			17.8			10,670		9,549			1,121			11.7			3,945		3,849			96			2.5	%		11,290		10,670		620			5.8	%
Net securities brokerage revenue		1,996			1,701			295			17.3			5,897		5,533			364			6.6			1,473		1,996			(523	)		(26.2	%)		5,119		5,897		(778	)		(13.2	%)
Bank-owned life insurance		1,021			882			139			15.8			3,264		3,577			(313	)		(8.8	)		995		1,021			(26	)		(2.5	%)		2,910		3,264		(354	)		(10.8	%)
Net gains on sales of mortgage loans		779			550			229			41.6			1,459		1,178			281			23.9			814		779			35			4.5	%		2,045		1,459		586			40.2	%
Net securities gains		47			581			(534	)		(91.9	)		69		756			(687	)		(90.9	)		598		47			551			100.0	%		2,293		69		2,224			3,223.2	%
Net (loss) / gain on other real estate owned and other assets		(18	)		(1,167	)		1,149			98.5			167		(1,218	)		1,385			113.7
Net gain on other real estateowned and other assets																									184		(18	)		202			1122.2	%		380		167		213			127.5	%
Net insurance services revenue		863			665			198			29.8			2,394		2,069			325			15.7			636		863			(227	)		(26.3	%)		2,326		2,394		(68	)		(2.8	%)
Other		97			908			(811	)		(89.3	)		1,522		2,439			(917	)		(37.6	)		2,226		97			2,129			2194.8	%		4,617		1,522		3,095			203.4	%

Total non-interest income	$	18,186		$	16,654		$	1,532			9.2		$	54,440	$	51,944		$	2,496			4.8		$	21,017	$	18,186		$	2,831			15.6	%	$	60,001	$	54,440	$	5,561			10.2	%

Non-interest income is a significant source of revenue and an important part of WesBanco’s results of operations. WesBanco offers its customers a wide range of retail, commercial, investment and electronic banking services, which are viewed as a vital component of WesBanco’s ability to attract and maintain customers, as well as providing additional fee income beyond normal spread-related income to WesBanco. For the ~~first nine months~~third quarter of ~~2015,~~2016, non-interest income increased ~~$2.5~~$2.8 million or ~~4.8%~~15.6% compared to ~~2014.~~the 2015 third quarter. The increase was primarily due to ~~improved electronic banking fees, a~~$1.2 million of commercial loan swap fee income and $0.6 million of net ~~gain on~~securities gains, coupled with increases in various other ~~assets, and higher trust fees,~~income categories, while ~~bank owned-life insurance income was down $0.3~~securities brokerage revenue decreased $0.5 million ~~due~~compared to ~~decreased death benefits year over year and other non-interest income was impacted by recent declines in the market value of the deferred compensation plan. For~~ the third quarter of 2015. For the nine months ended September 30, 2016, non-interest income increased ~~$1.5~~$5.6 million or ~~9.2%~~10.2%, generally reflecting similar trends as in the ~~first nine months, however trust fees increased only 0.6% due to due to recent declines in the market value of trust assets.~~third quarter.

Trust fees increased ~~0.6%~~$0.3 million or 5.6% compared to the third quarter of ~~2014,~~2015 due to market improvements and ~~$0.7~~customer and revenue development initiatives while trust fees decreased $0.5 million or ~~4.4%~~3.0% compared to the first nine months of ~~2014 from higher fees and customer development initiatives.~~2015 due to first quarter market declines which reduced fee income early in the year. Total trust assets ~~of $3.7 billion at~~were relatively unchanged from September 30, 2015 ~~decreased 3.5% from September 30, 2014 due to market value declines.~~at $3.7 billion. At September 30, ~~2015,~~2016, trust assets include managed assets of ~~$3.1~~$3.0 billion and non-managed (custodial) assets of ~~$0.6~~$0.7 billion. Assets managed for the WesMark Funds, a proprietary group of mutual funds that is advised by ~~WesBanco’s trust~~WesBanco Trust and ~~investment services group,~~Investment Services, were ~~$896.7~~$898.2 million as of September 30, ~~2015~~2016 and ~~$933.4~~$896.7 million at September 30, ~~2014~~2015 and are included in trust managed assets.

Service charges on deposits increased ~~$0.3~~$0.5 million or ~~6.1%~~4.2% compared to the ~~third quarter~~first nine months of ~~2014~~2015 due to the larger customer deposit base from the ~~recent acquisition~~ESB and ~~an overall higher~~YCB acquisitions and adjustments to the fee schedule ~~somewhat offset by lower~~in the second half of last year. For the third quarter of 2016, service charges on deposits increased 7.0% over the prior year primarily due to the larger customer ~~usage patterns.~~deposit base from the YCB acquisition.

Electronic banking fees, which include debit card interchange fees, continued to grow, increasing ~~11.7%~~$0.6 million or 5.8% compared to the first nine months of ~~2014,~~2015, due to a higher volume of debit card transactions from the ~~acquisition~~ESB and YCB acquisitions and WesBanco’s legacy customers. The volume increase in our legacy markets is due to ~~both~~ marketing and process initiatives as well as a higher ~~volume~~percentage of customers using these products.

Net securities brokerage revenue ~~increased $0.3~~decreased $0.8 million ~~or 17.3% compared~~from the first nine months of 2015 due to staff restructuring, deposit retention strategies, and lower Marcellus and Utica gas lease and royalty payments in the ~~third quarter of 2014~~region. Additional market coverage in the expanded western Pennsylvania market from the ESB acquisition as well as the new YCB markets in Kentucky and southern Indiana should provide additional growth opportunities in the future as well.

Bank-owned life insurance decreased by $0.4 million ~~or 6.6%~~ compared to the first nine months of ~~2014 through~~2015 primarily due to death claims in the ~~addition~~first quarter of ~~support and sales staff in several regions.~~2015.

Net gains on sales of mortgage loans increased ~~$0.3~~$0.6 million or ~~23.9%~~40.2% compared to the first nine months of ~~2014 from increases in originations and a larger percentage of originations being sold into the secondary market. Total mortgage~~2015 due to increased production ~~was $234.2 million~~volumes as well as an increase in the ~~first nine months of 2015, up 17.3% from the comparable 2014 period.~~margin earned on loans sold. Mortgages sold into the secondary market represented ~~$99.9~~$116.0 million or ~~42.7%~~41.1% of overall mortgage loan production in the first nine months of ~~2015~~2016 compared to ~~$77.1~~$99.9 million or ~~38.6%~~42.7% in the ~~first nine months of 2014.~~

Net gains/(losses) on other assets improved by $1.1 million compared to the third quarter of 2014 due to a $1.4 million charge in the third quarter of 2014 relating to the prepayment of a repurchase agreement with another bank.same 2015 period.

Other income ~~decreased $0.8 million compared to the third quarter of 2014 and $0.9 million year-to-date primarily due to market adjustments on the deferred compensation plan and due to lower swap fees on loans.~~

~~Non-interest expense~~ increased $7.7 million in the third quarter of 2015, principally from the acquisition which increased assets by $2.0 billion and added 23 offices to our branch network, and $0.2 million of merger-related expenses. Salaries and wages increased $2.5 million or 14.4%, primarily due to a 13.9% increase in average full-time equivalent employees, while employee benefits expense increased $1.0 million or 19.3%, primarily from increased pension, health insurance, social security contributions and other benefit plan costs. Net occupancy and equipment increased $1.5 million principally due to increased building-related costs, improvements in computer system infrastructure, and origination and customer support systems. Year-to-date through September 30, 2015, non-interest expense increased by $16.3 million or 13.7%, excluding merger-related expenses, compared to the first nine months of 2014, reflecting factors similar to the three month period.

Salaries and wages increased $2.5 million or 14.4% from the third quarter of 2014 and $6.8 million or 13.3% over the first nine months of 2014 due to a 12.9% increase in average full-time equivalent employees primarily from the merger, increased stock compensation costs and routine annual adjustments to compensation, partially offset by increased deferrals of compensation costs on new loan originations. Salaries and wages in 2015 also include $0.8 million related to temporary post-merger personnel costs incurred as a result of the timing of the April 24 weekend systems and branch conversions. Employee benefit expenses increased 23.7% year-to-date, primarily from increased pension, health insurance, social security contributions and other benefit plan costs including the addition of ESB’s personnel.

~~Net occupancy increased $1.0~~$3.1 million in the first nine months of 2016 from $2.2 million of commercial loan swap fee income which has increased from new lender incentives implemented in the spring of 2016 as well as the desire of customers to lock in longer term fixed rate financing in the low interest rate environment. Other income also increased from market adjustments on trading securities related to deferred compensation plans.

Non-interest expense in the third quarter of 2016 grew $10.6 million compared to the same quarter in 2015, principally from the YCB acquisition, which added $9.9 million of merger-related expenses in the quarter. Excluding merger-related expenses, non-interest expense increased $0.9 million or 2.0%. Due to the timing of the YCB acquisition, late in the third quarter, normal operating expenses associated with operating the additional 34 branches did not have as significant of an impact to the quarter. For the third quarter, salaries and wages increased $1.4 million or 7.0% due to increased ~~building-related costs including utilities, depreciation~~compensation expense related to routine annual compensation adjustments and ~~other maintenance costs resulting~~an increase in full-time equivalent employees from the acquisition. While net occupancy, franchise tax and consulting expenses increased primarily from the ~~additional ESB offices.~~acquisition, marketing expense decreased $0.2 million as WesBanco focused on preparing for the introduction of YCB customers to our organization. FDIC insurance also decreased due to a new rate calculation which more than offset the increase related to the acquisition. Even with the acquisition, other expenses including postage, legal, ATM expenses and supplies were down from last year due to efficiencies applied in several back office and support operations. For the first nine months, non-interest expense, excluding merger-related expenses, increased $3.7 million or 2.7%. The increase in non-interest expense for the first nine months of 2016 reflects similar trends as in the third quarter.

~~Equipment~~Salaries and wages increased ~~$1.2~~$1.4 million inor 7.0% from the third quarter of 2015 and $2.7 million or 4.6% over the first nine months of 2015 due to ~~improvements~~increased compensation expense related to an 18.3% increase in computer system infrastructure, and loan origination and customer support systems. In addition, teller cash recycling machines introduced into our branches have improved the speed of customer service, improved cash controls and reduced full-time equivalent ~~employees.~~employees, primarily late in the third quarter of 2016 from the acquisition, and routine annual adjustments to compensation. Employee benefits expense increased $0.2 million compared to the third quarter of 2015, primarily from increased deferred compensation expense.

~~Amortization~~Equipment costs decreased $0.2 million compared to the third quarter of ~~intangible assets~~2015 but increased ~~$0.9~~$0.7 million incompared to the first nine months of 2015 due to continuous improvements in technology and communications infrastructure, and origination and customer support systems.

FDIC insurance has increased $0.2 million compared to the ~~ESB~~first nine months of 2015 due to a higher assessment base over those nine months. FDIC insurance has decreased $0.1 million from the third quarter of 2015, despite a larger balance sheet from the YCB acquisition, ~~which added~~due to the Deposit Insurance Fund reaching 1.15% prior to July 1, 2016, thus allowing the FDIC to institute new favorable assessment rate calculations beginning on that date for banks under $10 billion in size.

Amortization of intangible assets of $0.8 million in the third quarter included $0.2 million related to the YCB acquisition. The YCB acquisition is expected to add approximately ~~$5.3~~$12.0 million in core deposit intangibles and ~~$2.2~~$0.8 million in non-compete agreements with former ~~ESB~~YCB executives ~~with contracts ranging from one to four years.~~covering a three-year term.

Restructuring and merger-related expenses of ~~$11.0~~$10.6 million in 2016 related to the YCB acquisition include $6.3 million from contract termination and conversion costs, $2.0 million from change-in-control payments and employee severance, $1.5 million in investment banking services, $0.6 million in legal expenses and $0.2 million in valuation services. Additional merger-related expenses approximating $2.5 million are expected to be recognized in the fourth quarter of 2016. All restructuring and merger-related expenses in 2015 related to the ESB acquisition include $7.8 million in executive change-in-control and employee severance expenses, $1.7 million in investment banking services, $0.5 million in audit and valuation services, $0.4 million in marketing expenses, $0.3 million in legal expenses and $0.3 million of various other merger-related expenses.acquisition.

Other real estate owned and foreclosure expenses ~~decreased $0.4~~increased $0.8 million in ~~2015~~2016 compared to ~~2014~~the first nine months of 2015 due to ~~lower~~normal foreclosure and liquidation activity, ~~even~~ as ~~related assets increased.~~well as a tax refund on a large other real estate owned commercial property in 2015. Other real estate owned and repossessed assets increased ~~$1.4~~$3.7 million from September 30, 2015 to $9.8 million as of September 30, 2016 primarily due to the YCB acquisition.

Other non-interest expense decreased $0.7 from the third quarter of ~~2014~~2015 primarily due to ~~$6.1~~lower fraud losses, offset somewhat by miscellaneous YCB expenses in the current quarter. For the first nine months, other non-interest expense decreased $1.2 million or 13.3% due to lower fraud losses as well as the elimination of several months of data servicing fees related to the ESB ~~acquisition.~~

The provision for federal and state income taxes ~~increased~~was $22.6 million in 2016 compared to $20.3 ~~million in 2015 compared to $18.5~~ million in the first nine months of ~~2014.~~2015. The increase in income tax expense was primarily due to ana $7.0 million increase in pre-tax income ~~partially offset by~~and a $0.5 million benefit in 2015 relating to the completion of an IRS audit which closed the 2011 and 2012 tax ~~years, which resulted in an~~years. These factors combine to produce a higher effective tax rate of ~~26.0%~~26.6% for ~~2015~~2016 compared to ~~25.8% for 2014. The effective tax rate is anticipated to range between~~ 26.0% ~~and 27.0% for the remainder of 2015.~~

~~Total assets increased 34.2% during~~in the first nine months of 2015. The provision for federal and state income taxes decreased $2.0 million to $5.8 million for the third quarter of 2016 as compared to $7.8 million for the third quarter of 2015 due to merger-related expenses incurred in the third quarter of 2016.

Total assets increased 15.8% during the nine months ended September, 2016, while deposits and shareholders’ equity increased ~~22.7%~~17.6% and ~~41.6%~~20.1%, respectively, compared to December 31, ~~2014~~2015, primarily due to the acquisition of ~~ESB.~~YCB. Total ~~portfolio~~ loans increased ~~$863.9 million~~$1.2 billion or ~~21.1%~~23.1% with ~~$701.0 million~~$1.0 billion from the ~~ESB~~YCB acquisition and the remaining ~~$162.9~~$168.2 million from WesBanco’s originations outpacing ~~pay downs,~~pay-downs, which were a result of ~~increased business activity,~~expanded market areas and additional commercial and lending personnel ~~focused marketing efforts, an expanded presence~~ in ~~larger urban markets, and continued improvement in the loan origination process.~~WesBanco’s core markets. Deposits increased $1.1 billion, with $1.2 billion from the ~~ESB~~YCB acquisition. Organic deposits ~~were virtually unchanged~~decreased $124.5 million as ~~demand, savings~~a result of a 15.7% decrease in certificates of deposit and a 14.6 % decrease in money market deposits, ~~increased 7.4%, 3.7%~~which was partially offset by increases of 9.7% and ~~2.5%, respectively, while~~2.0% in demand deposits and savings deposits, respectively. The decrease in certificates of deposit ~~decreased 13.2% due to~~is a result of lower rate offerings ~~on maturities.~~for maturing certificates of deposit and customer preferences for other deposit types. The increase in demand deposits and savings deposits were attributable to marketing, incentives paid to customers, focused retail and business strategies to obtain more account relationships, and customers’ preference for ~~short-term~~ maturities, coupled with initial deposits from bonus and royalty payments ~~from~~for Marcellus and Utica shale gas payments from energy companies in WesBanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. Total borrowings increased ~~164.4%~~1.4% during the first nine months of ~~2015. FHLB borrowings increased $670.0 million from December 31, 2014, due primarily to $277.9~~2016, mostly as a result of $57.2 million in ~~new borrowings, coupled with $392.1 million~~subordinated debentures and junior subordinated debt owed to unconsolidated subsidiary trusts acquired in ~~FHLB borrowings provided from~~ the ~~ESB~~YCB acquisition. ~~New borrowings were utilized to manage WesBanco’s normal liquidity needs, including loan and investment funding, as well as certificates of deposit runoff.~~ Total shareholders’ equity increased by approximately ~~$327.6~~$225.0 million or ~~41.6%~~20.1%, compared to December 31, ~~2014,~~2015, primarily due to ~~$293.6~~$177.1 million of common stock issued in the ~~ESB~~YCB acquisition and net income exceeding dividends for the period by ~~$31.2~~$33.5 million, coupled with a ~~$4.4~~$15.9 million increase in ~~accumulated~~ other comprehensive income.


													September 30,			December 31,
*(unaudited, dollars in thousands)*	September 30, 2015			December 31, 2014			$ Change			% Change			2016			2015			$ Change			% Change
Trading securities (at fair value)													$	7,070		$	6,451		$	619			9.6
Available-for-sale (at fair value)
Obligations of government agencies	$	80,809		$	87,736		$	(6,927	)		(7.9	)
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies		1,250,448			701,113			549,335			78.4
U.S. Government sponsored entities and agencies														63,371			83,505			(20,134	)		(24.1	)
Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies														1,086,916			1,176,080			(89,164	)		(7.6	)
Obligations of states and political subdivisions		90,309			91,433			(1,124	)		(1.2	)		111,265			80,265			31,000			38.6
Corporate debt securities		127,349			25,996			101,353			389.9			35,523			58,593			(23,070	)		(39.4	)

Total debt securities		1,548,915			906,278			642,637			70.9			1,297,075			1,398,443			(101,368	)		(7.2	)
Equity securities		10,803			11,146			(343	)		(3.1	)		4,954			4,626			328			7.1

Total available-for-sale securities	$	1,559,718		$	917,424		$	642,294			70.0		$	1,302,029		$	1,403,069		$	(101,040	)		(7.2	)

Held-to-maturity (at amortized cost)
U.S. Government sponsored entities and agencies													$	14,248		$	—		$	14,248			100.0
Residential mortgage-backed securities and collateralized mortgage obligations of government agencies	$	161,495		$	79,004		$	82,491			104.4			195,533			216,419			(20,886	)		(9.7	)
Obligations of states and political subdivisions		766,423			507,927			258,496			50.9			804,883			762,039			42,844			5.6
Corporate debt securities		29,434			6,739			22,695			336.8			34,429			34,472			(43	)		(0.1	)

Total held-to-maturity securities		957,352			593,670			363,682			61.3			1,049,093			1,012,930			36,163			3.6

Total securities	$	2,517,070		$	1,511,094		$	1,005,976			66.6		$	2,358,192		$	2,422,450		$	(64,258	)		(2.7	)

Available-for-sale securities:
Weighted average yield at the respective period end⁽²⁾		2.10	%		2.34	%								2.12	%		2.14	%
As a % of total securities		62.0	%		60.7	%								55.2	%		58.2	%
Weighted average life (in years)		4.0			4.0									3.9			4.1

Held-to-maturity securities:
Weighted average yield at the respective period end⁽²⁾		4.07	%		4.67	%								3.77	%		3.94	%
As a % of total securities		38.0	%		39.3	%								44.8	%		41.8	%
Weighted average life (in years)		5.5			5.1									4.4			5.0

Total securities:
Weighted average yield at the respective period end⁽²⁾		2.86	%		3.27	%								2.88	%		2.90	%
As a % of total securities		100.0	%		100.0	%								100.0	%		100.0	%
Weighted average life (in years)		4.6			4.4									4.1			4.5

Total investment securities, which are a source of liquidity for WesBanco as well as a contributor to interest income, ~~increased~~decreased by ~~$1.0 billion~~$64.3 million or ~~66.6%~~2.7% from December 31, ~~2014~~2015 to September 30, ~~2015. This increase is attributable to the ESB acquisition, from both inherited~~2016. The investment securities portfolio at September 30, 2016 includes $173.5 million of ~~$486.9 million and newly purchased~~ securities acquired in the ~~three to four month period thereafter totaling $604.6~~YCB acquisition. Through the first nine months of 2016, the available-for-sale portfolio decreased by $101.0 million ~~to replace those securities sold~~or 7.2%, while the held-to-maturity portfolio increased by $36.2 million or 3.6%. The decrease in the overall portfolio from ~~ESB’s portfolio prior to closing. Partially offsetting the acquired securities~~December 31, 2015 was driven by sales, calls, maturities and paydowns exceeding both purchases in the first nine months of ~~2015~~2016 and the acquired YCB portfolio. The proceeds were ~~maturities, paydowns,~~used to fund decreases in both certificates of deposit and ~~calls that totaled $273.2 million, which were generally replaced with other similar securities~~FHLB borrowings and to maintain the size of the balance sheet in order to stay under $10.0 billion in assets following the ~~third quarter. Through the first nine months of 2015, the available-for-sale portfolio increased by $642.3 million or 70.0%, while the held-to-maturity portfolio increased by $363.7 million or 61.3%.~~YCB acquisition. The weighted average yield of the portfolio ~~declined from 3.27% at December 31, 2014 to 2.86%~~ at September 30, 2016 decreased by only 2 basis points from December 31, 2015 ~~due~~ to 2.88% despite bringing on the ~~lower-yielding ESB~~YCB portfolio at current market rates. The lower yield of the acquired portfolio ~~and purchases of~~was offset somewhat by a greater mix shift during 2016 to tax-exempt securities, which offer the ~~replacement securities at lower market rates.~~highest yield in the portfolio.

Net unrealized gains (losses) on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of September 30, ~~2015~~2016 and December 31, ~~2014~~2015 were ~~$6.0~~$10.5 million and ~~$2.9~~($4.2) million, respectively. Unrealized gains increased significantly on available-for-sale securities due to a decrease in market rates ~~from December 31, 2014.~~during the first nine months of 2016. With approximately ~~38%~~45% of the investment portfolio in the held-to-maturity category, the recent volatility in interest rates does not have as much impact on other comprehensive income as ~~would result~~ if the entire portfolio were included in the category available-for-sale.

~~ESB’s total pre-merger investment portfolio~~Trading securities, which consist of ~~$1.0 billion was restructured through~~investments in various mutual funds held in grantor trusts formed in connection with a ~~specific security sale strategy with replacement purchases occurring after~~deferred compensation plan, are recorded at fair value. Gains and losses due to fair value fluctuations on trading securities are included in non-interest income under other income, while the ~~merger~~corresponding change in the obligation to achieve specific overall portfolio characteristics as to weighted average life, duration and tax equivalent yield. The replacement purchases were not completed until June which accounted for approximately $0.8 millionthe employee is recognized in ~~potential interest income.~~

WesBanco’s municipal portfolio comprises ~~34.0%~~38.9% of the overall securities portfolio as of September 30, ~~2015~~2016 as compared to ~~39.7%~~34.8% as of December 31, ~~2014,~~2015, and it carries different risks that are not as prevalent in other security types contained in the portfolio. The following table presents the allocation of the municipal bond portfolio based on the combined S&P and Moody’s ratings of the individual bonds (at fair value):


	September 30, 2015				December 31, 2014				September 30, 2016				December 31, 2015
*(unaudited, dollars in thousands)*	Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
Municipal bonds (at fair value) (1):
Moody’s: Aaa / S&P: AAA	$	82,742		9.4	$	50,205		8.1	$	94,327		9.9	$	82,005		9.5
Moody’s: Aa1 ; Aa2 ; Aa3 / S&P: AA+ ; AA ; AA-		654,325		74.3		449,219		72.1		712,915		75.0		652,198		75.1
Moody’s: A1 ; A2 ; A3 / S&P: A+ ; A ; A-		138,151		15.7		117,398		18.9		131,042		13.8		127,243		14.7
Moody’s: Baa1 ; Baa2 ; Baa3 / S&P: BBB+ ; BBB ;BBB- (2)		1,813		0.2		1,958		0.3		757		0.1		1,820		0.2
Not rated by either agency		3,724		0.4		3,454		0.6		11,347		1.2		4,433		0.5

Total municipal bond portfolio	$	880,755		100.0	$	622,234		100.0	$	950,388		100.0	$	867,699		100.0

WesBanco’s municipal bond portfolio consists of both taxable (primarily Build America Bonds) and tax-exempt general obligation and revenue bonds. The following table presents additional information regarding the municipal bond type and issuer (at fair value):

~~The amortized cost of the municipal bond portfolio at September 30, 2015 and December 31, 2014 was $851.9 million and $594.0 million, respectively.~~

WesBanco’s municipal bond portfolio is broadly spread across the United States. The following table presents the top five states of municipal bond concentration based on total fair value at September 30, ~~2015:~~2016:


	September 30, 2015				September 30, 2016
*(unaudited, dollars in thousands)*	Fair Value		% of Total		Fair Value		% of Total
Pennsylvania	$	211,646		24.0	$	204,445		21.5
Texas		111,086		12.6		115,240		12.1
Ohio		95,806		10.9		107,976		11.4
Illinois		43,915		5.0		52,955		5.6
Kentucky		29,195		3.3
Indiana						33,399		3.5
All other states (1)		389,107		44.2		436,373		45.9

Total municipal bond portfolio	$	880,755		100.0	$	950,388		100.0

WesBanco uses prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of its securities. WesBanco validates prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, review of pricing by personnel familiar with market liquidity and other market-related conditions, review of pricing service methodologies, review of independent auditor reports received from the pricing service regarding its internal controls, and through review of inputs and assumptions used in pricing certain securities thinly traded or with limited observable data points. The procedures in place provide management with a sufficient understanding of the valuation models, assumptions, inputs and pricing to reasonably measure the fair value of WesBanco’s securities. For additional disclosure relating to fair value measurements, refer to Note 7, “Fair Value Measurement” in the Consolidated Financial Statements.

Loans represent WesBanco’s single largest balance sheet asset classification and the largest source of interest income. Business purpose loans consist of commercial real estate (“CRE”) loans and other commercial and industrial (“C&I”) loans that are not secured by real estate. CRE loans are further segmented into land and construction loans, and loans for improved property. Consumer purpose loans consist of residential real estate loans, home equity lines of credit and other consumer loans. Loans held for sale generally consist of residential real estate loans originated for sale in the secondary market, but at times may also include other types of loans. The outstanding balance of each major category of the loan portfolio is summarized in Table 10.

The risk that borrowers will be unable or unwilling to repay their obligations and default on loans is inherent in all lending activities. Credit risk arises from many sources including general economic conditions, external events that impact businesses or industries, isolated events that impact a major employer, individual loss of employment or other personal hardships as well as changes in interest rates or the value of collateral. Credit risk is also impacted by a concentration of exposure within a geographic market or to one or more borrowers, industries or collateral types. The primary goal in managing credit risk is to minimize the impact of default by an individual borrower or group of borrowers. Credit risk is managed through the initial underwriting process as well as through ongoing monitoring and administration of the portfolio that varies by the type of loan. The Bank’s credit policies establish standard underwriting guidelines for each type of loan and require an appropriate evaluation of the credit characteristics of each borrower. This evaluation includes the borrower’s primary source of repayment capacity; the adequacy of collateral, if any, to secure the loan; the potential value of personal guarantees as secondary sources of repayment; and other factors unique to each loan that may increase or mitigate its risk. Credit bureau scores are also considered when evaluating consumer purpose loans as well as guarantors of business purpose loans. However, the Bank does not periodically update credit bureau scores subsequent to when loans are made to determine changes in credit history.

Credit risk is mitigated for all types of loans by continuously monitoring delinquency levels and pursuing collection efforts at the earliest stage of delinquency. The Bank also monitors general economic conditions, including employment, housing activity and real estate values in its market. The Bank also periodically evaluates and changes its underwriting standards when warranted based on market conditions, the historical performance of a category of the portfolio, or other external factors. Credit risk is also regularly evaluated for the impact of adverse economic and other events that increase the risk of default and the potential loss in the event of default to understand their impact on the Bank’s earnings and capital.


	September 30, 2015				December 31, 2014				September 30, 2016				December 31, 2015
*(unaudited, dollars in thousands)*	Amount		% of Loans		Amount		% of Loans		Amount		% of Loans		Amount		% of Loans
Commercial real estate:
Land and construction	$	326,754		6.6	$	262,643		6.4	$	494,203		7.9	$	344,748		6.8
Improved property		1,856,584		37.4		1,682,817		41.1		2,332,431		37.3		1,911,633		37.7

Total commercial real estate		2,183,338		44.0		1,945,460		47.5		2,826,634		45.2		2,256,381		44.5
Commercial and industrial		725,730		14.6		638,410		15.6		1,097,788		17.5		737,878		14.5
Residential real estate:
Land and construction		42,980		0.9		19,681		0.5
Other		1,200,650		24.2		909,089		22.2
Residential real estate										1,395,886		22.3		1,247,800		24.6
Home equity		403,387		8.1		330,031		8.1		505,369		8.1		416,889		8.2
Consumer		394,557		8.0		244,095		6.0		411,175		6.6		406,894		8.0

Total portfolio loans		4,950,642		99.8		4,086,766		99.9		6,236,852		99.7		5,065,842		99.8
Loans held for sale		10,765		0.2		5,865		0.1		20,231		0.3		7,899		0.2

Total loans	$	4,961,407		100.0	$	4,092,631		100.0	$	6,257,083		100.0	$	5,073,741		100.0

Total loans increased ~~$868.8~~$1,183.3 million ~~compared to~~from December 31, ~~2014~~2015 with ~~$701.0~~$1,015.1 million from the ~~ESB acquisition. Organic loan~~YCB acquisition, and $168.2 million from organic growth. Prior to the consummation of the YCB acquisition, YCB sold approximately $36 million in loans. CRE land and construction and C&I loans provided the most significant organic growth, ~~from December 31, 2014, annualized, was 5.3%, primarily achieved through $1.3 billion in loan originations~~respectively increasing 18.8% and 11.7% for the ~~first nine months of 2015 compared to $1.0 billion last year. Loan growth occurred in all major~~year-to-date period, while CRE improved property remained relatively unchanged. Overall organic loan ~~categories, with approximately 30.0% of the growth in the last twelve months in commercial and industrial loans. Loan~~ growth was driven by ~~increased business activity,~~expanded market areas and additional commercial ~~and residential lending~~ personnel in our ~~urban~~core markets ~~focused marketing efforts,~~with over 70% of the loan growth for the year achieved in the central and ~~continued improvement~~southwest Ohio markets. Residential real estate loans were relatively unchanged despite increased mortgage production due to an increase in ~~loan origination processes and systems. Excluding~~loans into the ~~ESB acquisition,~~secondary market, while organic growth in home equity ~~and consumer loans provided 53.6%~~lines of ~~organic growth, respectively increasing 14.5% and 16.2%~~credit increased 7.1%. All other loan categories experienced less significant fluctuations from December 31, ~~2014, while CRE and C&I loans increased 1.7% and 4.7%, respectively. The increase in CRE loans was driven by an 18.1% increase in CRE land and construction lending.~~2015.

Total loan commitments, including loans approved but not closed, increased ~~$360.8~~$180.5 million or 11.7% from December ~~2014 with $85.3 million from the ESB acquisition and the remainder~~2015 due primarily to ~~increases~~the YCB acquisition which added $266.1 million in new commitments. Organic commitments decreased primarily due to draw downs from CRE land and construction and home equity lines of credit ~~originations.~~that were previously unused.

The commercial portfolio is monitored for potential concentrations of credit risk by market, type of lending, CRE property type, C&I and owner-occupied CRE by industry, investment CRE dependence on common tenants and industries or property types that are similarly impacted by external factors.

The global decline in coal, oil and natural gas prices has had a positive impact on the commercial portfolio by lowering all borrowers’ energy costs, but it also results in a reduction in coal, oil and gas activity that adversely impacts certain industries or property types. At September 30, 2016, total exposure to core energy industries such as drilling, extraction, pipeline construction, mining equipment, investment real estate with energy-related tenants and other related support activities approximated $42 million or 0.53% of total loan exposure compared to $45 million or 0.69%, at June 30, 2016. Exposure to ancillary industries such as utility distribution and transportation, engineering services, manufacturers and retailers of other heavy equipment used in core energy industries, approximated an additional $64 million in exposure or 0.80% of total loans at September 30, 2016, compared to $59 million or 1.1% at June 30, 2016. Approximately $32 million or 49.6% of the ancillary exposure is related to the utility distribution industry, which is generally not impacted by fluctuations in energy prices. The largest exposure to any one borrower in either core energy or ancillary industries was $20.8 million to a company that installs gas line service for new residential and commercial buildings. Not all borrowers in these categories will be impacted to the same magnitude by a reduction in energy sector activity and some may not be at all dependent on, or may be able to replace revenue associated with this industry.

Non-performing assets consist of non-accrual loans and TDRs, other real estate acquired through or in lieu of foreclosure, bank premises held for sale, and repossessed automobiles acquired to satisfy defaulted consumer loans.


*(unaudited, dollars in thousands)*	September 30, 2015			December 31, 2014			September 30, 2016			December 31, 2015
Non-accrual loans:
Commercial real estate - land and construction	$	1,369		$	1,488		$	670		$	1,023
Commercial real estate - improved property		19,732			20,227			8,999			11,507
Commercial and industrial		7,591			4,110			4,516			8,148
Residential real estate		9,331			10,329			12,524			9,461
Home equity		2,643			1,923			3,207			2,391
Consumer		628			741			740			851

Total non-accrual loans (1)		41,294			38,818			30,656			33,381

TDRs accruing interest:
Commercial real estate - land and construction		950			—			—			967
Commercial real estate - improved property		2,012			2,437			1,655			2,064
Commercial and industrial		217			329			158			205
Residential real estate		7,717			8,215			6,203			7,227
Home equity		667			740			490			642
Consumer		467			345			99			443

Total TDRs accruing interest (1)		12,030			12,066			8,605			11,548

Total non-performing loans	$	53,324		$	50,884		$	39,261		$	44,929

Other real estate owned and repossessed assets		6,062			5,082			9,794			5,825

Total non-performing assets	$	59,386		$	55,966		$	49,055		$	50,754

Non-performing loans/total loans		1.08	%		1.25	%
Non-performing loans/total portfolio loans								0.63	%		0.89	%
Non-performing assets/total assets		0.70	%		0.89	%		0.50	%		0.60	%
Non-performing assets/total loans, other real estate and repossessed assets		1.20	%		1.37	%
Non-performing assets/total portfolio loans, other real estate and repossessed assets								0.79	%		1.00	%

Non-performing loans, which consist of non-accrual loans and TDRs, ~~increased $2.4~~decreased $5.7 million or ~~4.8%~~12.6%, from December 31, ~~2014~~2015 despite a $2.7 million increase from YCB, as cash flows could not be reasonably estimated for a small population of YCB loans acquired with ~~$9.6 million remaining from~~deteriorated credit quality and therefore were accounted for under the ~~ESB acquisition, while legacy non-performing~~cost recovery method. Non-accrual loans decreased ~~$7.2~~$2.7 million ~~or 14.2%. Non-performing~~from December 31, 2015 driven by reductions in commercial categories, despite a $3.1 million increase in residential real estate loans ~~acquired, recognized at their acquisition date fair value of $10.8~~placed on non-accrual, which includes $2.3 million from YCB. TDRs decreased $2.9 million due to successful exit strategies combined with an unpaid principal balance of $16.1 million, primarily consist of three commercial relationships with an acquisition date aggregate fair value of $10.0 million. Organic non-performing loans decreased primarily from charge-downs, including a $1.2 million charge-down on a CRE property previously specifically reserved, unscheduled principal paymentsnormal repayments and fewer additions to the ~~migration of certain loans~~category due to ~~accrual status. Partially offsetting these decreases was an electronics manufacturing C&I credit added~~overall improvement in ~~the second quarter.~~economic conditions in our markets. (Please see the Notes to the Consolidated Financial Statements for additional discussion.)

Other real estate owned and repossessed assets increased ~~$1.0~~$4.0 million from December 31, ~~2014~~2015 to September 30, ~~2015,~~2016, primarily due to the ~~ESB acquisition.~~YCB acquisition which added $3.0 million, as well as the addition of a $1.3 million CRE property in the third quarter.

The following table presents past due and accruing loans excluding ~~accruing~~non-accrual and TDRs:

TABLE 12. PAST DUE AND ACCRUING LOANS EXCLUDING ~~ACCRUING~~NON-ACCRUAL AND TDRs


*(unaudited, dollars in thousands)*	September 30, 2015			December 31, 2014			September 30, 2016			December 31, 2015
Loans past due 90 days or more:
Commercial real estate - land and construction	$	2,528		$	71		$	—		$	—
Commercial real estate - improved property		—			—			—			—
Commercial and industrial		769			22			46			33
Residential real estate		1,888			1,306			1,482			2,159
Home equity		516			570			413			407
Consumer		378			319			451			527

Total loans past due 90 days or more		6,079			2,288			2,392			3,126

Loans past due 30 to 89 days:
Commercial real estate - land and construction		—			—			392			—
Commercial real estate - improved property		2,197			480			2,977			318
Commercial and industrial		14			216			2,070			275
Residential real estate		3,704			3,105			5,417			3,216
Home equity		2,416			2,524			2,653			2,470
Consumer		4,091			3,022			4,060			4,726

Total loans past due 30 to 89 days		12,422			9,347			17,569			11,005

Total 30 days or more	$	18,501		$	11,635		$	19,961		$	14,131

Loans past due 90 days or more and accruing to total portfolio loans		0.12	%		0.06	%		0.04	%		0.06	%
Loans past due 30-89 days and accruing to total portfolio loans		0.25	%		0.23	%		0.28	%		0.22	%

Loans past due 3090 days or more and accruing interest excluding TDRs ~~increased $6.9~~decreased $0.7 million from December 31, 2014 due to the ESB acquisition and from the migration of two land and construction credits to 90 days past due which are both well secured and in the process of collection. Loan delinquency as a percent of total loans was 0.37% at September 30, 2015 compared to 0.28% at December 31, 2014 and 0.34% at September 30, 2014.2015. These loans continue to accrue interest because they are both well-secured and in the process of collection. Decreases in the 90 days past due status were primarily in retail loan categories which collectively decreased $0.7 million or 24.2% from year end. Loans past due 30-89 days increased $6.6 million from December 31, 2015, primarily due to the YCB acquisition which added $5.6 million, and represented 0.28% of total ~~portfolio~~ loans ~~increased~~at September 30, 2016 compared to ~~0.25% from 0.23%~~0.22% at December 31, 2014, and improved from 0.27% at September 30, 2014, while loans past due 90 days or more to total portfolio loans increased to 0.12% from 0.06% at December 31, 2014 and 0.08% one year ago. These relatively2015. The continued low levels of delinquency ~~levels~~ are the result of management’s continued focus on ~~controlling early~~sound initial underwriting, timely collection of loans at their earliest stage of delinquency, ~~in the current~~stable unemployment and generally improved economic ~~environment.~~conditions.

Continued improvement in the credit quality of the pre-acquisition legacy portfolio resulted in a decrease in the allowance as supported by improvement in several credit quality metrics in the third quarter, despite an increase in net charge-offs, as non-performing, criticized and classified loans all decreased as a percentage of loans. The allowance ~~was not affected by~~for credit losses represented 0.69% of total portfolio loans at September 30, 2016 compared to 0.82% at December 31, 2015. The allowance increased $1.0 million from December 31, 2015 to September 30, 2016 primarily due to loan growth. If the acquired YCB and ESB ~~loan portfolio, as these~~ loans ~~were recorded~~(recorded at fair value at the date of ~~acquisition.~~

~~The allowance for credit losses decreased $2.9~~acquisition of $1,714.1 million from December 31, 2014 to September 30, 2015 as a result of a lower provision expense than net charge-offs, and represents 0.84% of total loans at September 30, 2015 compared to 1.09% of total loans at December 31, 2014. However, if the acquired ESB loans (which were recorded at fair value at the date of acquisition)with no carry-over allowance) were excluded from the ratio, the allowance would approximate ~~0.98%~~0.95% of the adjusted loan ~~total.~~total at September 30, 2016 compared to 1.09% prior to the ESB acquisition. The resulting ratio provides greater coverage over total loans and is considered by management to be a better comparison of the adequacy of the ~~allowance from last year.~~allowance. Portfolio mix shifts also affect management’s evaluation of the overall ~~allowance adequacy.~~allowance.

The allowance for loans ~~individually evaluated~~individually-evaluated decreased ~~$1.1 million to $2.7 million~~ from December 31, ~~2014~~2015 to September 30, ~~2015~~2016 primarily due to ~~charge-offs and unscheduled principal payments which outpaced new specific reserves added during the period,~~a partial charge-off on one large individually-evaluated commercial credit of $2.3 million, while the allowance for loans ~~collectively evaluated decreased $1.9~~collectively-evaluated increased $1.7 million to ~~$39.0~~$41.9 million due to ~~continued improvement in non-performing and classified and criticized loans.~~the aforementioned loan growth.

The allowance for loan commitments of $0.6 million at September 30, ~~2015 increased $0.2 million~~2016 was unchanged from December 31, ~~2014 primarily due to the increase in overall commitments from December 31, 2014.~~2015.

The allowance for credit losses by loan category, presented in Note 5 “Loans and the Allowance for Credit Losses” to the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for loan losses in each segment of the portfolio. The allowance for all segments is impacted by changes in loan balances, as well as changes in historical loss rates adjusted for qualitative factors such as economic conditions. The CRE and C&I segments of the portfolio are also impacted by changes in the risk grading distribution of the portfolio as well as the migration of CRE loans from land and construction to improved property upon the completion of construction.

The loss migration rate by internal risk grade is the primary factor for establishing the allowance for all commercial loans, and the portfolio segment loss history is the primary factor for establishing the allowance for residential real estate, home equity and consumer loans. The categorization of loans as non-performing is not as significant a factor as the loss migration rate by risk grade or the segment loss history, although certain non-performing loans that carry specific reserves are also typically considered classified under the internal risk grading system. Criticized and classified loans, including $13.9 million from YCB, were ~~$81.5~~$88.4 million, or 1.42% of total loans at September 30, 2016, improving from 1.65% of total loans at September 30, 2015 ~~improving~~and 1.57% from ~~1.99% of total loans at~~ December 31, ~~2014 and 2.17% of total loans from a year ago~~2015, as credit quality continued to improve, enabling certain loans to be upgraded that were criticized but not classified throughout the economic downturn. ~~Criticized and classified loans included $12.4 million from the ESB acquisition at September 30, 2015.~~

Table 13 summarizes the allocation of the allowance for credit losses to each category of the loan portfolio. The decrease in the allowance for CRE land and construction loans is due primarily to that category of loans consisting of more multi-family apartment and other commercial building construction loans than land and residential development loans, which had higher loss rates during the recession but now represent a much smaller percentage of the category. The increase in the allowance for ~~C&I and home equity~~commercial loans from December 31, 2015 is primarily ~~attributable~~due to organic loan growth in ~~those categories, while the decrease in the~~these categories. The allowance for residential real estate, home equity and consumer loans ~~reflects~~collectively decreased despite overall organic loan growth from lower historical loss rates in each ~~category.~~category due to overall continued improvement in the credit quality of the portfolio.


*(unaudited, dollars in thousands)*	September 30, 2015		% of Total		December 31, 2014		% of Total		September 30, 2016		Percent of Total		December 31, 2015		Percent of Total
Allowance for loan losses:
Commercial real estate - land and construction	$	4,829		11.4	$	5,654		12.5	$	4,818		11.1	$	4,390		10.4
Commercial real estate - improved property		15,247		36.1		17,573		39.0		15,773		36.4		14,748		34.8
Commercial and industrial		9,586		22.7		9,063		20.1		10,187		23.5		10,002		23.6
Residential real estate		4,697		11.1		5,382		11.9		4,337		10.0		4,582		10.8
Home equity		2,686		6.4		2,329		5.2		3,010		7.0		2,883		6.8
Consumer		4,000		9.5		4,078		9.0		4,147		9.6		4,763		11.2
Deposit account overdrafts		579		1.4		575		1.3		483		1.1		342		0.9

Total allowance for loan losses	$	41,624		98.5	$	44,654		99.0	$	42,755		98.7	$	41,710		98.5

Allowance for loan commitments:
Commercial real estate - land and construction	$	203		0.5	$	194		0.4	$	152		0.3	$	157		0.4
Commercial real estate - improved property		21		0.0		10		0.0		26		0.1		26		0.1
Commercial and industrial		249		0.6		112		0.3		220		0.5		260		0.6
Residential real estate		9		0.0		9		0.0		9		0.0		7		0.0
Home equity		109		0.3		90		0.2		125		0.3		117		0.3
Consumer		39		0.1		40		0.1		44		0.1		46		0.1

Total allowance for loan commitments		630		1.5		455		1.0		576		1.3		613		1.5

Total allowance for credit losses	$	42,254		100.0	$	45,109		100.0	$	43,331		100.0	$	42,323		100.0

Although the allowance for credit losses is allocated as described in Table 13, the total allowance is available to absorb actual losses in any category of the loan portfolio. However, differences between management’s estimation of probable losses and actual incurred losses in subsequent periods for any category may necessitate future adjustments to the provision for loan losses applicable to the category. Management believes the allowance for credit losses is appropriate to absorb probable losses at September 30, ~~2015.~~2016.


*(unaudited, dollars in thousands)*	September 30, 2015		December 31, 2014		$ Change		% Change		September 30, 2016		December 31, 2015		$ Change		% Change
Deposits
Non-interest bearing demand	$	1,280,329	$	1,061,075	$	219,254		20.7	$	1,697,476	$	1,311,455	$	386,021		29.4
Interest bearing demand		1,206,837		885,037		321,800		36.4		1,618,514		1,152,071		466,443		40.5
Money market		1,011,420		954,957		56,463		5.9		1,016,300		967,561		48,739		5.0
Savings deposits		1,064,426		842,818		221,608		26.3		1,228,509		1,077,374		151,135		14.0
Certificates of deposit		1,630,890		1,305,096		325,794		25.0		1,573,712		1,557,838		15,874		1.0

Total deposits	$	6,193,902	$	5,048,983	$	1,144,919		22.7	$	7,134,511	$	6,066,299	$	1,068,212		17.6

Deposits, which represent WesBanco’s primary source of funds, are offered in various account forms at various rates through WesBanco’s ~~141 branches.~~174 financial centers. The FDIC insures deposits up to $250,000 per account.

Total deposits increased by $1.1 billion or ~~22.7%~~17.6% during the first nine months of ~~2015~~2016 primarily due to the ~~ESB~~YCB acquisition, which provided ~~$1.1~~$1.2 billion of additional deposits, while organic deposits ~~were relatively unchanged from December 31, 2014.~~decreased 2.1%. Interest bearing demand and non-interest bearing demand deposits increased ~~36.4%~~40.5% and ~~20.7%~~29.4%, respectively, while savings and money market deposits increased ~~26.3%~~14.0% and ~~5.9%~~5.0%, ~~respectively,~~respectively. This growth was due to the ~~ESB~~YCB acquisition and corresponding marketing, ~~incentive compensation paid to customers and employees,~~customer incentives, focused retail and business strategies to obtain more account relationships and customers’ preferences for shorter-term ~~maturities. Deposit balances were also impacted by~~maturities, coupled with initial deposits from bonus and royalty payments ~~from~~for Marcellus and Utica shale gas payments from energy companies in WesBanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia ~~markets totaling $112.7 million and $181.0 million for the nine months ended September 30, 2015 and 2014, respectively. At September 30, 2015, demand~~markets. Demand deposits, savings deposits and money market deposits ~~at former ESB branches~~acquired through the YCB acquisition were ~~$396.9~~$607.9 million, ~~$190.3~~$132.7 million and ~~$32.2~~$190.8 million, ~~respectively, compared to $373.3 million, $186.9 million and $37.6 million, respectively, at the date of acquisition.~~respectively.

Certificates of deposit increased ~~$325.8~~$15.9 million due primarily to the ~~ESB~~YCB acquisition. Certificates of ~~deposit remaining~~deposits acquired from the ~~ESB~~YCB acquisition totaled ~~$497.6~~$262.4 million, while organic balances declined ~~13.2% and acquired balances declined 22.9% from the acquisition~~15.8% due to the effects of an overall corporate strategy designed to increase and remix retail deposit relationships with a focus on overall products that can be offered at a lower cost to ~~the Bank.~~WesBanco. The decline iswas also impacted by ~~lowered~~lower offered rates on maturing certificates of deposit earlier in the period and customer preferences for other non-maturity deposit types. WesBanco does not generally solicit brokered or other deposits out-of-market or over the internet, but does participate in the Certificate of Deposit Account Registry Services (CDARS^®) program and the Insured Cash Sweep (ICS^®) money market deposit program. CDARS^® balances totaled ~~$245.2~~$164.7 million in total outstanding balances at September 30, ~~2015,~~2016, of which ~~$170.0~~$119.5 million represented one-way buys, compared to ~~$283.0~~$243.7 million in total outstanding balances at December 31, ~~2014,~~2015, of which ~~$172.3~~$182.7 million represented one-way buys. ICS^® reciprocal balances totaled ~~$177.3~~$2.8 million at September 30, ~~2015~~2016 compared to ~~$117.1~~$147.3 million at December 31, ~~2014.~~2015. Certificates of deposit greater than $250,000 were approximately ~~$243.4~~$217.7 million at September 30, ~~2015~~2016 compared to ~~$174.7~~$232.6 million at December 31, ~~2014.~~2015. Certificates of deposit of $100,000 or more were approximately ~~$813.4~~$725.3 million at September 30, ~~2015~~2016 compared to ~~$706.1~~$780.1 million at December 31, ~~2014. The increase in jumbo certificates of deposit was primarily due to the acquisition.~~2015. Certificates of deposit totaling approximately ~~$973.4~~$862.0 million at September 30, ~~2015~~2016 with a cost of ~~0.61%~~0.56% are scheduled to mature within the next 12 months. WesBanco ~~will~~intends to continue to focus on its core deposit strategies and improving its overall mix of transaction accounts to total ~~deposits, which includes offering~~deposits. From time to time the Bank may offer special promotions or match competitor rates on certain certificates of deposit maturities and savings products based on competition, sales strategies, liquidity needs and wholesale borrowing costs.


*(unaudited, dollars in thousands)*	September 30, 2015		December 31, 2014		$ Change		% Change		September 30, 2016		December 31, 2015		$ Change			% Change
Federal Home Loan Bank Borrowings	$	893,117	$	223,126	$	669,991		300.3	$	950,847	$	1,041,750	$	(90,903	)		(8.7	)
Other short-term borrowings		84,587		80,690		3,897		4.8		132,497		81,356		51,141			62.9
Junior subordinated debt owed to unconsolidated subsidiary trusts		106,196		106,176		20		0.0
Subordinated debentures and junior subordinated debt owed to unconsolidated subsidiary trusts										163,364		106,196		57,168			53.8

Total	$	1,083,900	$	409,992	$	673,908		164.4	$	1,246,708	$	1,229,302	$	17,406			1.4

~~While borrowings~~Borrowings are a less significant source of funding for WesBanco compared to total ~~deposits, during~~deposits. During the first nine months of ~~2015,~~2016, FHLB borrowings ~~increased $670.0 million.~~decreased $90.9 million from December 31, 2015. The acquisition of ~~ESB~~YCB provided ~~$392.1~~$21.3 million in FHLB borrowings which were coupled with new borrowings of $65.0 million and ~~$277.9~~were offset by $177.2 million in ~~new borrowings~~maturities, of which $20.0 million were acquired from YCB. WesBanco utilized ~~to manage WesBanco’s normal liquidity needs, including loan and investment funding, as well as CD runoff. A portion of the replacement~~funds provided by investment securities ~~were funded by~~sales and other available cash flows to fund the ~~new FHLB borrowings.~~

Other short-term borrowings, which consist of securities sold under agreements to repurchase and notes payable at September 30, ~~2015,~~2016, but may also include federal funds purchased, ~~and other borrowings,~~ were ~~$84.6~~$132.5 million at September 30, ~~2015~~2016 compared to ~~$80.7~~$81.4 million at December 31, ~~2014.~~2015. The ~~ESB~~YCB acquisition provided $44.3 million in other short-term borrowings. The YCB acquisition also provided ~~$36.1~~$25.0 million in subordinated debentures at the bank and $32.2 million in junior subordinated debentures ~~which were redeemed in May~~ at ~~a redemption price of 100% of~~ the ~~principal plus accrued and unpaid interest.~~parent company.

~~On September 2, 2015,~~ WesBanco renewed a revolving line of credit in September 2016, which is a senior obligation of the parent company, with another financial institution. This line of credit, which accrues interest at an adjusted LIBOR rate, ~~includes a fee on the unused portion of the commitment and matures September 2, 2016,~~ provides for aggregate unsecured borrowings of up to $25.0 ~~million.~~million, of which $5.0 million was outstanding at September 30, 2016. There ~~were~~was no outstanding ~~balances as of September 30, 2015 or~~balance at December 31, ~~2014.~~2015.

WesBanco enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, letters of credit, loans approved but not closed, overdraft limits and contingent obligations to purchase loans funded by other entities. Since many of these commitments expire unused or partially used, these commitments may not reflect future cash requirements. Please refer to Note 9, “Commitments and Contingent Liabilities,” of the Consolidated Financial Statements and the “Loans and Credit Risk” section of this MD&A for additional information.

Shareholders’ equity was ~~$1.1~~$1.3 billion at September 30, ~~2015~~2016 compared to ~~$788.2 million~~$1.1 billion at December 31, ~~2014.~~2015. The increase ~~was due~~resulted primarily ~~to $293.6~~from the issuance of $177.1 million of common stock ~~issued~~ in the ~~ESB~~YCB acquisition, and was coupled with net income during the current ~~nine month~~nine-month period of ~~$57.8~~$62.4 million and a ~~$4.4~~$15.9 million increase in other comprehensive income, which were partially offset by the declaration of common shareholder dividends totaling ~~$26.6~~$28.9 million for the nine months ended September 30, ~~2015.~~2016. WesBanco also increased its quarterly dividend rate ~~by $0.01~~ to ~~$0.23~~$0.24 per share in February, representing a ~~4.5%~~4.3% increase over the prior quarterly rate and a cumulative ~~64%~~71% increase over the last ~~seventeen~~twenty-two quarters.

WesBanco purchased 128,316 shares during the nine-month period ended September 30, 2016 under the current share repurchase plans. Of these shares, 117,100 were open market purchases and occurred during the first quarter while 11,216 were shares purchased from employees for the payment of withholding taxes upon vesting of restricted stock during the second quarter. At September 30, 2016, the remaining shares authorized to be purchased under the current repurchase plans totaled 1,123,944 shares.

On May 25, 2016, WesBanco granted 96,600 stock options to selected officers at an exercise price of $32.37. These options are service-based and vest 50% at December 31, 2016 and 50% at December 31, 2017. On the same date, WesBanco also issued 51,650 shares of restricted stock to selected officers. The restricted shares are service-based and cliff-vest 36 months from the date of grant.

On September 9, 2016, WesBanco granted 24,750 shares of restricted stock to certain commercial lenders and market presidents from YCB. The restricted shares are service-based and cliff-vest 36 months from the date of grant. In addition, WesBanco converted certain YCB restricted stock units into 8,525 restricted stock units as part of the acquisition. These awards are service-based and vest 100% within 4 months of the acquisition date.

Regulatory guidelines require bank holding companies and commercial banks to maintain certain minimum capital ratios and define companies as “well capitalized” that sufficiently exceed the minimum ratios. At September 30, ~~2015,~~2016, regulatory capital levels for both the Bank and WesBanco were substantially greater than the minimum amounts needed to be considered “well capitalized” under the regulations. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to WesBanco. As of September 30, ~~2015,~~2016, under FDIC regulations, WesBanco could receive, without prior regulatory approval, a dividend of approximately ~~$42.5~~$33.8 million from the Bank. WesBanco intends to continue to improve its consolidated and Bank capital ratios ~~to manage its growth strategies~~ primarily from retaining a majority of its increasing earnings.

The following table summarizes risk-based capital amounts and ratios for WesBanco and the Bank for the periods indicated:


							September 30, 2015							December 31, 2014													September 30, 2016							December 31, 2015
*(unaudited, dollars in thousands)*	Minimum Value⁽¹⁾			Well Capitalized ⁽²⁾			Amount		Ratio			Minimum Amount ⁽¹⁾		Amount		Ratio			Minimum Amount ⁽¹⁾		Minimum Value⁽¹⁾			Well Capitalized ⁽²⁾			Amount		Ratio			Minimum Amount⁽¹⁾		Amount		Ratio			Minimum Amount⁽¹⁾
WesBanco, Inc.
Tier 1 leverage		4.00	%		5.00	%	$	744,668		9.39	%	$	317,157	$	593,031		9.88	%	$	240,068		4.00	%		5.00	%	$	886,320		10.90	%	$	325,262	$	751,748		9.38	%	$	320,575
Common equity tier 1 (3)		4.50	%		6.50	%		648,753		11.92	%		244,795		N/A		N/A			N/A
Common equity tier 1																						4.50	%		6.50	%		758,102		11.07	%		308,074		656,911		11.66	%		253,418
Tier 1 capital to risk-weighted assets		6.00	%		8.00	%		744,668		13.69	%		326,393		593,031		13.76	%		172,357		6.00	%		8.00	%		886,320		12.95	%		410,765		751,748		13.35	%		337,891
Total capital to risk-weighted assets		8.00	%		10.00	%		787,426		14.47	%		435,191		638,064		14.81	%		344,714		8.00	%		10.00	%		954,957		13.95	%		547,687		794,643		14.11	%		450,521
WesBanco Bank, Inc.
Tier 1 leverage		4.00	%		5.00	%	$	698,352		8.82	%	$	316,534	$	516,689		8.63	%	$	239,533		4.00	%		5.00	%	$	820,432		10.11	%	$	324,460	$	701,384		8.77	%	$	320,020
Common equity tier 1 (3)		4.50	%		6.50	%		698,352		12.87	%		244,175		N/A		N/A			N/A
Common equity tier 1																						4.50	%		6.50	%		820,432		11.99	%		307,817		701,384		12.49	%		252,793
Tier 1 capital to risk-weighted assets		6.00	%		8.00	%		698,352		12.87	%		325,566		516,689		12.04	%		171,612		6.00	%		8.00	%		820,432		11.99	%		410,422		701,384		12.49	%		337,057
Total capital to risk-weighted assets		8.00	%		10.00	%		740,821		13.65	%		434,088		561,369		13.08	%		343,225		8.00	%		10.00	%		888,970		13.00	%		547,229		743,923		13.24	%		449,409

Liquidity is defined as a financial institution’s capacity to meet its cash and collateral obligations at a reasonable cost. Liquidity risk is the risk that an institution’s financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its obligations. An institution’s obligations, and the funding sources to meet them, depend significantly on its business mix, balance sheet structure, and the cash flows of its on- and off-balance sheet obligations. Institutions confront various internal and external situations that can give rise to increased liquidity risk including funding mismatches, market constraints on funding sources, contingent liquidity events, changes in economic conditions, and exposure to credit, market, operation, legal and reputation risk. WesBanco actively manages liquidity risk through its ability to provide adequate funds to meet changes in loan demand, unexpected outflows in deposits and other borrowings as well as to take advantage of market opportunities and meet operating cash needs. This is accomplished by maintaining liquid assets in the form of securities, sufficient borrowing capacity and a stable core deposit base. Liquidity is centrally monitored by WesBanco’s Asset/Liability Committee (“ALCO”).

WesBanco determines the degree of required liquidity by the relationship of total holdings of liquid assets to the possible need for funds to meet unexpected deposit losses and/or loan demands. The ability to quickly convert assets to cash at a minimal loss is a primary function of WesBanco’s investment portfolio management. WesBanco believes its cash flow from the loan portfolio, the investment portfolio, and other sources, adequately meet its liquidity requirements. WesBanco’s net loans to assets ratio was ~~58.1%~~63.1% at September 30, ~~2015~~2016 and deposit balances funded ~~73.3%~~72.7% of assets.

The following table lists the sources of liquidity from assets at September 30, ~~2015~~2016 expected within the next year:


*(unaudited, in thousands)*
*(in thousands)*
Cash and cash equivalents	$	92,975	$	116,132
Securities with a maturity date within the next year		58,648
Securities with a maturity date within the next year and callable securities				137,552
Projected payments and prepayments on mortgage-backed securities and collateralized mortgage obligations (1)		240,400		249,271
Callable securities		124,715
Loans held for sale		10,765		20,231
Accruing loans scheduled to mature		688,802		788,515
Normal loan repayments		642,439		654,218

Total sources of liquidity expected within the next year	$	1,858,744	$	1,965,919

Deposit flows are another principal factor affecting overall WesBanco liquidity. Deposits totaled ~~$6.2~~$7.1 billion at September 30, ~~2015.~~2016. Deposit flows are impacted by current interest rates, products and rates offered by WesBanco versus various forms of competition, as well as customer behavior. Certificates of deposit scheduled to mature within one year totaled ~~$973.4~~$862.0 million at September 30, ~~2015,~~2016, which includes jumbo regular certificates of deposit totaling ~~$364.1~~$327.7 million with a weighted-average cost of ~~0.63%~~0.61%, and jumbo CDARS^® deposits of ~~$149.4~~$75.1 million with a cost of ~~0.59%~~0.75%.

WesBanco maintains a line of credit with the FHLB of Pittsburgh as an additional funding source. Available credit with the FHLB was approximately ~~$1.2~~$1.3 billion and ~~$1.5~~$1.1 billion at September 30, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively. At September 30, ~~2015,~~2016, the Bank had unpledged available-for-sale securities with an amortized cost of ~~$555.1~~$188.5 million, ~~a portion~~representing 15% of ~~which is~~the available-for-sale portfolio. These securities are an available liquidity source, or such securities could be pledged to secure additional FHLB borrowings. The FHLB requires securities to be specifically pledged to the FHLB and maintained in a FHLB-approved custodial arrangement if the member wishes to include such securities in the maximum borrowing capacity calculation. WesBanco has elected not to specifically pledge to the FHLB otherwise unpledged securities.

WesBanco participates in the Federal Reserve Bank’s Borrower-in-Custody Program (“BIC”) whereby WesBanco pledges certain consumer loans as collateral for borrowings. At September 30, ~~2015,~~2016, WesBanco had a BIC line of credit totaling ~~$209.7~~$224.5 million, none of which was outstanding. Alternative funding sources may include the utilization of existing overnight lines of credit with third party banks totaling ~~$225.0~~$285.0 million, none of which was outstanding at September 30, ~~2015,~~2016, along with seeking other lines of credit, borrowings under repurchase agreement lines, increasing deposit rates to attract additional funds, accessing brokered deposits, or selling securities available-for-sale ~~securities~~ or certain types of loans.

Other short-term borrowings of ~~$84.6~~$132.5 million at September 30, ~~2015~~2016 consisted of overnight sweep checking accounts for large commercial ~~customers.~~customers and notes payable. There has not been a significant fluctuation in the average deposit ~~balance~~balances of the overnight sweep checking accounts during the first nine months of ~~2015.~~2016. The overnight sweep checking accounts require securities to be pledged equal to or greater than the average deposit ~~balance~~balances in the related customer accounts.

The principal sources of parent company liquidity, other than the acquisition of $17.4 million from YCB, are dividends from the Bank, ~~$30.0~~$46.2 million in cash and investments on hand, and a $25.0 million revolving line of credit with another financial institution, which ~~did not have an~~had a $5.0 million outstanding balance at September 30, ~~2015.~~2016. WesBanco is in compliance with all loan covenants. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company. As of September 30, ~~2015,~~2016, under FDIC and State of West Virginia regulations, WesBanco could receive, without prior regulatory approval, dividends of approximately ~~$42.5~~$33.8 million from the Bank. Management believes these are appropriate levels of cash for the parent company given the current environment. Management continuously monitors the adequacy of parent company cash levels and sources of liquidity through the use of metrics that relate current cash levels to historical and forecasted cash inflows and outflows.

WesBanco had outstanding commitments to extend credit in the ordinary course of business approximating ~~$1.5~~$1.7 billion and ~~$1.2~~$1.5 billion at September 30, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively. On a historical basis, only a small portion of these commitments will result in an outflow of funds. Please refer to Note 9, “Commitments and Contingent Liabilities,” of the Consolidated Financial Statements and the “Loans and Credit Risk” section of this MD&A for additional information.

Federal financial regulatory agencies previously have issued guidance to provide for sound practices for managing funding and liquidity risk and strengthening liquidity risk management practices. WesBanco maintains a comprehensive management process for identifying, measuring, monitoring, and controlling liquidity risk which is fully integrated into its risk management process. Management believes WesBanco has sufficient current liquidity to meet current obligations to borrowers, depositors and others as of September 30, 2015 and that WesBanco’s current liquidity risk management policies and procedures adequately address this guidance.

The disclosures set forth in this item are qualified by the section captioned “Forward-Looking Statements” included in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.

The primary objective of WesBanco’s ALCO is to maximize net interest income within established policy parameters. This objective is accomplished through the management of balance sheet composition, market risk exposures arising from changing economic conditions and liquidity risk.

Market risk is defined as the risk of loss due to adverse changes in the fair value of financial instruments resulting from fluctuations in interest rates and equity prices. Management considers interest rate risk to be WesBanco’s most significant market risk. Interest rate risk is the exposure to adverse changes in net interest income due to changes in interest rates. The relative consistency of WesBanco’s net interest income is largely dependent on effective management of interest rate risk. As interest rates change in the market, rates earned on interest rate sensitive assets and rates paid on interest rate sensitive liabilities do not necessarily move concurrently. Differing rate sensitivities may arise because fixed rate assets and liabilities may not have the same maturities, or because variable rate assets and liabilities differ in the timing and/or the percentage of rate changes.

WesBanco’s ALCO, comprised of senior management from various functional areas, monitors and manages interest rate risk within Board approved policy limits. Interest rate risk is monitored primarily through the use of an earnings simulation model. The model is highly dependent on various assumptions, which change regularly as the balance sheet and market interest rates change. The key assumptions and strategies employed are analyzed ~~bi-monthly~~quarterly and reviewed and documented by the ALCO.

The earnings simulation model projects changes in net interest income resulting from the effect of changes in interest rates. Forecasting changes in net interest income requires management to make certain assumptions regarding loan and security prepayment rates, bond call dates, and adjustments to non-maturing deposit rates, which may not necessarily reflect the manner in which actual yields and costs respond to changes in market interest rates. Assumptions used are based primarily on historical experience and current market rates. Security portfolio maturities and prepayments are assumed to be reinvested in similar instruments and callable bond forecasts are adjusted at varying levels of interest rates. While management believes such assumptions to be reasonable, there can be no assurance that assumed prepayment rates, callable bond forecasts and non-maturing deposit rates will approximate actual future results. Moreover, the net interest income sensitivity chart presented in Table 1, “Net Interest Income Sensitivity,” assumes the composition of interest sensitive assets and liabilities existing at the end of the period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve, regardless of the duration of the maturity or re-pricing of specific assets and liabilities. Since the assumptions used in the model relative to changes in interest rates are uncertain, the simulation analysis may not be indicative of actual results. In addition, the analysis may not consider all actions that management could employ in response to changes in interest rates and various earning asset and costing liability balances.

Management is aware of the significant effect inflation or deflation has upon interest rates and ultimately upon financial performance. WesBanco’s ability to cope with inflation or deflation is best determined by analyzing its capability to respond to changing market interest rates, as well as its ability to manage the various elements of non-interest income and expense during periods of increasing or decreasing inflation or deflation. WesBanco monitors the level and mix of interest-rate sensitive assets and liabilities through ALCO in order to reduce the impact of inflation or deflation on net interest income. Management also controls the effects of inflation or deflation by conducting periodic reviews of the prices and terms of its various products and services, both in terms of the costs to offer the services as well as outside market influences upon such pricing, by introducing new products and services or reducing the availability of existing products and services, and by controlling overhead expenses.

Interest rate risk policy limits are determined by measuring the anticipated change in net interest income over a ~~twelve month~~twelve-month period assuming an immediate and sustained 100, 200, 300 and ~~300~~400 basis point increase or decrease in market interest rates compared to a stable rate environment or base model. WesBanco’s current policy limits this exposure to a reduction of ~~5.0%~~10%, 12.5%, 15%, and ~~25%~~20% or less, respectively, of net interest income from the base model over a ~~twelve month~~twelve-month period. The table below shows WesBanco’s interest rate sensitivity at September 30, ~~2015~~2016 and December 31, ~~2014~~2015 assuming a 100, 200, 300 and ~~300~~400 basis point interest rate increase, compared to a base model. Due to the current low interest rate environment, particularly for short-term rates, the 200 and 300 basis point decreasing change is not calculated.


Immediate Change in Interest Rates	Percentage Change in Net Interest Income from Base over One Year		ALCO	Percentage Change in Net Interest Income from Base over One Year		ALCO
(basis points)	September 30, 2015	December 31, 2014	Guidelines	September 30, 2016	December 31, 2015	Guidelines
+400				5.5%	N/A (1)	(20.0%)
+300	2.3%	0.9%	(25.0%)	4.9%	6.2%	(15.0%)
+200	2.7%	2.1%	(12.5%)	4.8%	5.5%	(12.5%)
+100	2.1%	1.9%	(5.0%)	3.3%	3.6%	(10.0%)
-100	(2.7%)	(1.8%)	(5.0%)	(3.2%)	(2.7%)	(10.0%)

As per the table above, the earnings simulation model at September 30, ~~2015~~2016 currently projects that net interest income for the next ~~twelve month~~twelve-month period would decrease by ~~2.7%~~3.2% if interest rates were to fall immediately by 100 basis points, compared to a decrease of ~~1.8%~~2.7% for the same scenario as of December 31, ~~2014.~~2015.

For rising rate scenarios, net interest income would increase by ~~2.1%~~3.3%, ~~2.7%~~4.8%, 4.9% and ~~2.3%~~5.5% if rates increased by 100, 200, 300 and ~~300~~400 basis points, respectively, as of September 30, ~~2015~~2016 compared to increases of ~~1.9%~~3.6%, ~~2.1%~~5.5% and ~~0.9%~~6.2% in a 100, 200 and 300 basis point increasing rate environment as of December 31, ~~2014.~~2015 (no 400 basis point calculation was available).

The balance sheet isremains asset sensitive as of September 30, ~~2015, and slightly more so than at~~2016, as compared to December 31, ~~2014, based upon~~2015, with differences resulting from changes in the mix of and growth in various earning assets and costing liabilities, ~~2015~~changes due to the acquisition of YCB, as well as adjustments in modeling assumptions such as deposit beta rates and new loan and ~~transaction deposit account growth, an increase~~investment rates. Overall asset sensitivity in FHLB borrowings, the ESB transaction and certain changes in modeling assumptions. In the third quarter specifically, more FHLB short-term borrowings were extended to terms beyond one year maturities. Should rates rise more rapidly and by a higher amount than currently anticipated in the short to intermediate term, overall asset sensitivitynon-parallel rising rate scenarios may be somewhat neutralized due to slower ~~anticipated~~ prepayment speeds and extension risk associated with residential mortgages and mortgage-backed ~~securities.~~securities, as well as other earning asset and costing liability differences versus currently modeled assumptions. In addition, variable rate commercial loans with rate floors averaging ~~4.16%~~4.15% approximated ~~$1.0~~$1.3 billion at September 30, ~~2015,~~2016, which ~~represented~~represent approximately ~~36%~~32% of commercial ~~loans.~~loans, as compared to $1.0 billion or 34% of commercial loans at December 31, 2015. Approximately ~~61%~~57% or ~~$634.1~~$721.4 million of these loans are currently priced at their ~~floor. Therefore, in~~floor, as compared to 52% or $526.6 million at December 31, 2015. In a 100 basis point rising rate environment, these loans ~~would~~may not as significantly re-price from their current floor level as compared to non-floor loans. As a result of the December, 2015 federal funds rate increase affecting short-term market rates such as one and three month LIBOR, an index used frequently in the setting of commercial loan rates, fixed rate loan spreads, and back-to-back loan swaps for certain commercial loan customers, more commercial loans with floors are now scheduled to experience a rate increase in a rising rate environment, assisting asset sensitivity overall.

Given the current ~~lower~~low interest rate environment and flatter yield curve affecting the repricing of loans and investments, WesBanco ~~expects~~previously expected that the base case net interest margin ~~may contract~~in the near term would somewhat ~~until sometime after rates begin~~decrease without loan growth. However, post-YCB, the net interest margin is expected to ~~rise. A~~increase 5 to 10 basis points from the mix of the acquired earning assets and costing liabilities and the positive impact from purchase accounting adjustments on the net financial assets acquired from YCB. Management currently anticipates that one additional short-term federal funds rate increase ~~is anticipated by~~may occur during the ~~first quarter~~remainder of 2016, byand potentially one or two more in 2017, relatively consistent with general market and economist expectations. A delay in implementing further rate increases in an asset sensitive scenario typically would have a ~~majority~~negative impact on management’s estimates of ~~economists, as well as commentary from~~ the ~~Federal Reserve Board~~future direction and ~~its voting members, which should help~~level of the ~~margin improve over time.~~ net interest margin.

Maturities and repricing of higher-costing certificates of deposit ~~serve~~in the past have served to mitigate compression from lower loan ~~spreads and general loan re-pricing at lower~~ spreads in the current competitive loan environment, along with anticipated loan growth in most loan categories. However, with current CDs costing an average of ~~0.62% in the third quarter,~~0.72%, this factor isdoes not ~~expected to be as significant~~assist the net interest margin in the near term as ~~it was~~new CD rates are generally similar to, or slightly higher than the rates on maturing CDs. While customers over the past few ~~years. Customers may elect~~years have elected to move maturing CD balances to ~~lower costing~~lower-costing transaction account types and non-deposit accounts, ~~such as MMDAs until rates begin to rise, which assists in lowering the cost of deposits in the short run, but may result in~~ a portion of these balances ~~moving back~~may move to higher-costing CDs upon a more ~~expensive CDs after rates begin~~significant short-term rate increase over a period of time. Certificates of deposit runoff over the last two years, due to ~~rise.~~customer preferences, from former single service customers at ESB and due to our own retail focus on customers with multiple relationships versus single service CD customers has been replaced with FHLB and other borrowings. Certificates of deposit totaling approximately ~~$973.4~~$862.0 million mature within the next year at an average cost of ~~0.61%~~0.56%. The increase in FHLB borrowings, primarily in 2015, and lengthening of their associated maturities assisted in improving the Bank’s asset sensitive position. In the current interest rate environment, with lower expectations for future rate increases, certain intermediate-term FHLB maturities may be shortened or paid off at maturity. Also, management is currently controlling the size of the balance sheet, after the YCB acquisition, to remain under $10 billion in total assets for some period of time, currently anticipated thru the end of 2017 or into 2018. In anticipation of the merger which occurred September 9, 2016, management elected to reduce the size of the investment portfolio by approximately $200 million, in combination with YCB’s pre-acquisition investment portfolio, and pay-down certain borrowings and higher cost wholesale CDs.

The Bank has significant additional borrowing capacity with the FHLB of Pittsburgh, the Federal Reserve Bank of Cleveland, and various correspondent banks, and may utilize these funding sources or interest rate swaps as necessary to lengthen liabilities, help offset mismatches in various asset maturities, and manage short-term cash needs. CDARS^® and ICS^® deposits also continue to be used to lengthen maturities in certificates of deposit, and for customers seeking ~~higher yielding~~higher-yielding instruments ~~and~~and/or to maintain their total deposit ~~balances~~levels below ~~insured~~FDIC insurance limits.

Current balance sheet strategies to reduce the potential for margin compression in the ~~ongoing~~current low rate and flatter yield curve environment include:

As an alternative to the immediate ~~parallel~~ rate shock analysis, the ALCO monitors interest rate risk by ramping or increasing interest rates 200 basis points gradually over a ~~twelve month~~twelve-month period. WesBanco’s current policy limits this exposure to ~~5.0%~~a change of minus 10% in net interest income from the base model for a ~~twelve month period.~~twelve-month period and minus 15% for an extended two year rate ramp of 400 basis points. Management believes that the ramping analysis reflects a more realistic movement of interest rates, whereas the immediate rate shock reflects a less likely scenario. The simulation model at September 30, ~~2015,~~2016 using the 200 basis point increasing rate ramp analysis, projects that net interest income would increase ~~2.2%~~2.8% over the next twelve months, compared to a ~~1.9%~~3.0% increase at December 31, ~~2014. Finally,~~2015 and 3.0% for a 400 basis point rate ramp over two years. In addition, management utilizes a “Most Likely” forecast scenario to forecast net interest income over a rolling two year time frame, which is ~~constructed~~periodically updated and reviewed ~~at each ALCO meeting, which incorporates~~quarterly, incorporating current budget or re-forecast assumptions into the model such as estimated loan and deposit growth, asset and liability ~~remixing,~~re-mixing, competitive market rates for various products and marketing promotions, and other assumptions.

Such model helps to predict changes in forecasted outcomes and necessary adjustments to the plan to achieve management’s budgeted earnings goals.

WesBanco periodically measures the economic value of equity, which is defined as the market value of tangible equity in various increasing and decreasing rate scenarios. At September 30, ~~2015,~~2016, the market value of tangible equity as a percent of base in a 200 basis point rising rate environment indicates an increase of ~~2.0%~~9.6%, compared to an increase of ~~6.0%~~1.9% at December 31, ~~2014.~~2015. In a 100 basis point falling rate environment, the model indicates ~~a decrease~~an increase of ~~6.9%~~1.1%, compared to a decrease of ~~11.0%~~8.8% as of December 31, ~~2014.~~2015. WesBanco’s policy is to limit such change to minus 10% for a 100 basis point change in interest rates, minus 20% for a 200 basis point change in interest rates, ~~as long as~~minus 30% for a 300 basis point rate change in interest rates, and minus 40% for a 400 basis point rate change in interest rates. Certain changes to the ~~Tier 1 leverage capital ratio is not forecasted to decrease below 5.0% as~~market values associated with non-maturity deposits, recently updated by a result of the change. Balance sheet changes in loan and securities portfolios, new borrowings, transaction deposits and certificates of deposit, as well as certain other modeling assumptions, resulted inthird-party vendor contracted by WesBanco, caused the change in ~~equity~~ market value ~~from 2014.~~of tangible equity as compared to December 31, 2015.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES— WesBanco’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that WesBanco’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this Form 10-Q, are effective at the reasonable assurance level as discussed below to ensure that information required to be disclosed by WesBanco in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to WesBanco’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS— WesBanco’s management, including the CEO and CFO, does not expect that WesBanco’s disclosure controls and internal controls will prevent all errors and all fraud. While WesBanco’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective, no control system, no matter how well conceived and operated, can provide absolute assurance that the objectives of the control system are met. 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 the Company 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. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

CHANGES IN INTERNAL CONTROLS—There were no changes in WesBanco’s internal control over financial reporting that occurred during our fiscal quarter ended September 30, ~~2015~~2016 as required to be reported by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, that materially affected, or are reasonably likely to materially affect, WesBanco’s internal control over financial reporting.

On October 29, 2014, ESB and WesBanco entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger of ESB with and into WesBanco, with WesBanco as the surviving corporation (the “Merger”). Each of ESB and WesBanco filed a definitive joint proxy statement/prospectus, dated as of December 11, 2014 (the “Joint Proxy Statement/Prospectus”), with the Securities and Exchange Commission in connection with the Merger. The Merger was consummated on February 10, 2015.

As previously reported by each of ESB and WesBanco on Current Reports on Form 8-K, each dated December 15, 2014 and filed on December 19, 2014, two putative class action complaints were filed by purported shareholders of ESB with respect to the Merger. One complaint was filed in the United States District Court for the Western District of Pennsylvania (the “Federal District Court”), and captioned and numbered James Elliott vs. ESB Financial, Inc., et al., Case No. 2:14-cv-01689-MRH (the “Federal Lawsuit”). The other complaint was filed in the Court of Common Pleas of Lawrence County, Pennsylvania, and captioned and numbered Randall Kress v. ESB Bank, Case No. 11185/14 CA (the “Lawrence County Lawsuit”). Both complaints alleged generally, among other things, that each member of ESB’s board of directors (the “Director Defendants”) breached their fiduciary duties in approving the Merger Agreement, that ESB and WesBanco aided and abetted such breaches of fiduciary duty and that the disclosure regarding the Merger contained in the Joint Proxy Statement/Prospectus was materially deficient.

On January 15, 2015, solely to avoid the costs, risks and uncertainties inherent in litigation, ESB, ESB Bank, WesBanco and the Director Defendants (ESB, ESB Bank, WesBanco and the Director Defendants, collectively the “Defendants”) entered into a Memorandum of Settlement (the “MOS”) with the respective plaintiffs (collectively, the “Plaintiffs”) regarding the settlement of both the Federal Lawsuit and the Lawrence County Lawsuit. Pursuant to the MOS, ESB and WesBanco agreed to file with the SEC and make publicly available to shareholders of ESB and WesBanco supplemental disclosures provided on Form 8-K and the Plaintiffs agreed to release ESB, ESB Bank, WesBanco and the Director Defendants from all claims related to the Merger Agreement and the Merger, subject to approval of the Federal District Court. The court approved the settlement contemplated in the MOS on September 21, 2015, and both the Federal Lawsuit and the Lawrence County Lawsuit were dismissed with prejudice, and all claims that were or could have been brought challenging any aspect of the Merger, the Merger Agreement, and any disclosure made in connection therewith were released and barred. ESB or its successor or insurer paid the fees and expenses awarded by the court. The parties prepared a stipulation of settlement which was entered into by the parties and filed with the court on April 28, 2015. By Order dated July 2, 2015, the Federal district Court made preliminary determinations regarding (i) certification of a class of ESB shareholders such that notice could be disseminated to class members relating to, among other things, the Federal Lawsuit, the Lawrence County Lawsuit, the settlement contemplated in the MOS (the “Settlement”), a final hearing to approve the Settlement and the right of class members to participate in such hearing, and (ii) the role of Mr. Elliott and his counsel as Class Representative and Class Counsel, respectively.

The settlement did not affect the timing of the special meeting of shareholders of ESB held January 22, 2015 in Ellwood City, Pennsylvania to vote upon a proposal to adopt the Merger Agreement. Similarly, the settlement did not affect the timing of the special meeting of shareholders of WesBanco held January 22, 2015 in Wheeling, West Virginia to vote on a proposal to approve the issuance of shares of WesBanco common stock in connection with the Merger. The shareholders of both corporations approved the Merger. ESB and the other Defendants denied all of the allegations in the lawsuits and believed the disclosures previously included in the Joint Proxy Statement/Prospectus were appropriate under the law. Nevertheless, ESB and the other Defendants agreed to settle the putative class action lawsuits in order to avoid the costs, disruptions and distraction of further litigation.

ESB and the other Defendants vigorously denied, and continue to vigorously deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were alleged in the lawsuits, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with their fiduciary and other legal burdens and entered into the MOS solely to eliminate the burden and expense of further litigation and to put the claims that were or could have been asserted to rest. Nothing in the MOS or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth therein.

WesBanco is ~~also~~ involved in various lawsuits, claims, investigations and proceedings which arise in the ordinary course of business. While any litigation contains an element of uncertainty, WesBanco does not believe that a material loss related to such proceedings or claims pending or known to be threatened is reasonably possible.

As of September 30, ~~2015,~~2016, WesBanco had ~~a current~~two active one million share stock repurchase ~~plan in which up to one million shares can be acquired.~~plans. The first plan was originally approved by the Board of Directors on March 21, 2007 and the second, which is incremental to the first, was approved October 22, 2015. Each provides for shares to be repurchased for general corporate purposes, which may include a subsequent resource for potential acquisitions, shareholder dividend reinvestment and employee benefit plans. The timing, price and quantity of purchases are at the discretion of WesBanco, and the plan may be discontinued or suspended at any time. Repurchases during the third quarter of 2015 included those for the KSOP and dividend reinvestment plans and to facilitate the payment of withholding taxes for a former ESB employee’s stock compensation transaction.

On October 23, 2015 the Board of Directors approved a stock repurchase plan for up to an additional one million shares to also be acquired and with terms determined at the discretion of WesBanco, for general corporate purposes.

The following table presents the monthly share purchase activity during the quarter ended September 30, ~~2015:~~2016:

Pursuant to the requirements 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.


1 Bank Plaza, Wheeling, WV		26003
(Address of principal executive offices)		(Zip Code)


	For the Nine Months Ended
*(unaudited, in thousands)*	September 30, 2016			September 30, 2015
Balance at beginning of period	$	1,206		$	—
Acquisitions		669			1,815
Reduction due to change in projected cash flows		(324	)		—
Reclass from non-accretable difference		1,065			—
Transfers out		(328	)		—
Accretion		(398	)		(491	)

Balance at end of period	$	1,890		$	1,324


	Quantitative Information about Level 3 Fair Value Measurements
*(unaudited, in thousands)*	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
September 30, 2015:
Impaired loans	$	6,744	Appraisal of collateral⁽¹⁾	Appraisal adjustments⁽²⁾	0% to (39.1%) / (20.3%)
				Liquidation expenses⁽²⁾	(3.1%) to (8.0%) / (6.9%)
Other real estate owned and repossessed assets		6,062	Appraisal of collateral^{(1), (3)}
December 31, 2014:
Impaired loans	$	6,024	Appraisal of collateral⁽¹⁾	Appraisal adjustments⁽²⁾	0% to (39.7%) / (6.7%)
				Liquidation expenses⁽²⁾	(1.2%) to (8.0%) / (6.7%)
Other real estate owned and repossessed assets		5,082	Appraisal of collateral^{(1), (3)}


					Fair Value Measurements at December 31, 2015
*(unaudited, in thousands)*	Carrying Amount		Fair Value Estimate		Quoted Prices in Active Markets for Identical Assets (level 1)		Significant Other Observable Inputs (level 2)		Significant Unobservable Inputs (level 3)		Investments Measured at Net Asset Value
Financial Assets
Cash and due from banks	$	86,685	$	86,685	$	86,685	$	—	$	—	$	—
Trading securities		6,451		6,451		5,226		—		—		1,225
Securities available-for-sale		1,403,069		1,403,069		2,735		1,400,334		—		—
Securities held-to-maturity		1,012,930		1,038,207		—		1,037,490		717		—
Net loans		5,024,132		4,936,236		—		—		4,936,236		—
Loans held for sale		7,899		7,899		—		7,899		—		—
Other assets - interest rate derivatives		1,893		1,893		—		1,893
Accrued interest receivable		25,759		25,759		25,759		—		—		—
Financial Liabilities
Deposits		6,066,299		6,075,433		4,508,461		1,566,972		—		—
Federal Home Loan Bank borrowings		1,041,750		1,041,752		—		1,041,752		—		—
Other borrowings		81,356		81,361		78,682		2,679		—		—
Junior subordinated debt		106,196		79,681		—		79,681		—		—
Other liabilities - interest rate derivatives		1,991		1,991		—		1,991
Accrued interest payable		1,715		1,715		1,715		—		—		—


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Number of Shares that May Yet Be Purchased Under the Plans
Balance at June 30, 2015								328,062

July 1, 2015 to July 31, 2015
Open market repurchases		—		—		—		328,062
Other transactions (1)		17,386	$	34.74		N/A		N/A

August 1, 2015 to August 31, 2015
Open market repurchases		—		—		—		328,062
Other transactions (1)		2,106	$	32.38		N/A		N/A

September 1, 2015 to September 30, 2015
Open market repurchases		—		—		—		328,062
Other repurchases (2)		13,878	$	30.79		13,878		314,184
Other transactions (1)		1,896		30.99		N/A		N/A


Third Quarter 2015
Open market repurchases		—		—		—		328,062
Other repurchases (2)		13,878	$	30.79		13,878		314,184
Other transactions (1)		21,388		34.17		N/A		N/A

Total		35,266	$	32.84		13,878		314,184


31.1		Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-15(e) or Rule 15d-15(e).

31.2		Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-15(e) or Rule 15d-15(e).

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from WesBanco’s Quarterly Report on Form10-Q for the quarter ended September 30, ~~2015,~~2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at September 30, ~~2015~~2016 and December 31, ~~2014,~~2015, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, ~~2015~~2016 and ~~2014,~~2015, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, ~~2015~~2016 and ~~2014,~~2015, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2015~~2016 and ~~2014,~~2015, and (v) the Notes to Consolidated Financial Statements.


				WESBANCO, INC.

Date: ~~October 29, 2015~~November 4, 2016				/s/ Todd F. Clossin
				Todd F. Clossin
				President and Chief Executive Officer (Principal Executive Officer)

Date: ~~October 29, 2015~~November 4, 2016				/s/ Robert H. Young
				Robert H. Young
				Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company