Old National Bancorp (ONB) 8-K Old National reports 4th quarter earnings, announces dividend

Exhibit 99.1

Old National Bancorp One Main Street
Evansville, IN 47708 oldnational.com	Media: Kathy A. Schoettlin (812)465-7269 Investors: Lynell J. Walton (812)464-1366

Old National reports 4^th quarter earnings, announces dividend

increase, stock repurchase plan, and ONB Way strategic update

Evansville, Ind. (January 21, 2020)

Old National Bancorp (NASDAQ: ONB) reports 4Q19 net income of $49.2 million, diluted EPS of $0.29.

Adjusted¹net income of $55.2 million, or $0.32 per diluted share.

2019 annual net income of $238.2 million, diluted EPS of $1.38.

Adjusted¹ 2019 annual net income of $249.9 million, diluted EPS of $1.45.

CEO COMMENTARY:

“Our 4^th quarter results capped a strong year of earnings for Old National,” said CEO Jim Ryan. “Full-year 2019

results included three quarters of record net income, stellar credit metrics, well controlled expenses and record

commercial loan production, all of which was accomplished while finalizing a new strategic plan – known as

The ONB Way – that will ensure our clients remain at the center of all we do.”

FOURTH QUARTER HIGHLIGHTS²:

Net Income	•  Net income of $49.2 million •  Earnings per share of $0.29
Net Interest Income/NIM	•  Net interest income on a fully taxable equivalent basis was $152.2 million compared to $156.3 million •  Net interest margin on a fully taxable equivalent basis was 3.46% compared to 3.57%
Operating Performance	•  Pre-provision net revenue1 (“PPNR”) was $65.2 million •  Adjusted PPNR1was $73.9 million, up 10.3% over fourth quarter of 2018 •  Noninterest expense was $134.7 million •  Adjusted noninterest expense1 was $125.6 million •  Efficiency ratio1 was 65.57% •  Adjusted efficiency ratio1was 60.97%, a 234 basis point improvement from fourth quarter of 2018
Loans and Credit Quality	•  End-of-period total loans3 were $12,164.4 million compared to $12,075.9 million •  Fourth-quarter total commercial production was a record $681 million; December 31 pipeline was a record $2.2 billion •  Provision for loan losses was $1.3 million •  Net charge-offs were $3.6 million, or 0.12% annualized, compared to net charge-offs of $0.8 million •  Non-performing loans were 1.19% of total loans compared to 1.31%
Return Profile & Capital	•  Return on average common equity was 6.94% •  Return on average tangible common equity1 was 12.03% •  Adjusted return on average tangible common equity1 was 13.44% •  Repurchased 428 thousand shares of common stock during the current quarter
Notable Items	•  $0.01 increase in quarterly cash dividend to $0.14 per share •  7 million share repurchase authorization effective until January 31, 2021 •  Current quarter contained $8.2 million in ONB Way charges, $0.2 million in merger and integration charges and $0.7 million in tax credit amortization ta

¹ Non-GAAP financial measure that Management believes is useful in evaluating the financial results of the Company – please refer to theNon-GAAP reconciliations contained in this release

²  Comparisons are on a linked-quarter basis, unless otherwise noted

³  Includes loans held for sale

DIVIDEND AND SHARE REPURCHASE

Old National Bancorp’s Board of Directors declared an increase in its quarterly common stock cash dividend to $0.14 per share on the Company’s outstanding shares of common stock. This new dividend level represents a 7.7% increase over the previous cash dividend level of $0.13 per common share. The dividend is payable March 16, 2020, to shareholders of record on March 2, 2020. For purposes of broker trading, theex-date of the cash dividend is February 28, 2020.

The Board of Directors has also approved the adoption of a stock repurchase plan that authorizes up to 7.0 million shares of Old National Bancorp stock to be repurchased, as conditions warrant, through January 31, 2021. These shares may be purchased in either the open market or in privately negotiated transactions, in accordance with SEC regulations.

THE ONB WAY: OLD NATIONAL’S NEW STRATEGIC PLAN

Old National is implementing a new strategic plan – and overall way of doing business – designed to keep our clients at the center of all we do. Known asThe ONB Way, it includes:

• Realigning the organization into clearly defined segments to align leaders and relationship managers with the client segment they can best serve (while not wavering on our commitment to community).

• Deepening client relationships through integrated Commercial, Community Banking and Wealth teams.

• Simplifying and improving theend-to-end banking/borrowing journey while adhering to strong risk management principles.

• Creating a new Wealth Division that combines wealth management, investments and private banking for a simplified, highly consultative client experience firmly rooted in financial planning.

• Investing in our operational and IT infrastructure to meet our clients “where they are” and ensure that we keep pace with technology and client digital expectations.

ADDITIONS TO THE LEADERSHIP TEAM

As part of The ONB Way, Old National is pleased to welcome four new executive leaders:

• Chady AlAhmar, Wealth Division CEO. Most recently a Senior Executive of Wealth Management at U.S. Bank, Chady is passionate about achieving business growth through driving strategy optimization, team collaboration, sales practices, business development and analytics. Prior to joining U.S. Bank, he held strategy, finance and management consulting positions with GMAC (Ally Bank) and ACG in New York and ran his own management consulting firm for several years. He will be located in Minneapolis.

• Paul Kilroy, Chief Information Officer. Paul brings a wide and impressive array of IT expertise and leadership experience to his role as ONB CIO, including Cloud, data and application rationalization strategies, and robotics and automation. Most recently, he served as SVP, Segment CIO of Enterprise Shared Services, Data and Architecture for Huntington National Bank, where he created a groundbreaking Robotics Center of Excellence. Prior to that, he spent 13 years in IT leadership roles at JP Morgan Chase. Paul will be located in Evansville.

• Scott Fecteau, Chief Client Services Officer, Operations.Scott is an Operations, Financial and Risk Management executive with nearly 30 years of industry experience. He most recently served as Managing Director/Global Delivery Lead BPO for Accenture Credit Services in Charlotte, North Carolina. Prior to that, he was Director of Residential Lending at Associated Bank, in Green Bay for 12 years. We are excited to welcome Scott back to Old National as he served in our Mortgage Division in2003-04. He will be located in Evansville.

• Malinda Anthony, Treasury Management (TM) President. Malinda joined ONB from Wells Fargo in Indianapolis, where she most recently served as North Division Sales Manager, overseeing TM sales supporting commercial banking in 10 states. In her role as ONB TM President, she is responsible for the entire Treasury Management business line, including sales, operations and support, product and process innovation, and Merchant Services. She will be located in Indianapolis.

BRANCH NETWORK OPTIMIZATION

Another component of The ONB Way is the optimization of our branch network. This optimization, which includes 31 banking centers scattered throughout the footprint that will be consolidated on April 24, 2020, reflects an ongoing shift among our clients toward digital banking solutions. Many of the facilities to be consolidated are in smaller markets, several of which were added in recent years through partnership activity. By state, these consolidations include 10 banking centers in both Wisconsin and Indiana, five in Michigan, four in Minnesota and two in Kentucky.

RESULTS OF OPERATIONS

Old National Bancorp reported fourth-quarter 2019 net income of $49.2 million, or $0.29 per diluted share.

Included in the fourth quarter werepre-tax charges of $8.2 million for ONB Way and $0.2 million for merger and integration activity. Excluding these charges from the current quarter and netting out debt securities gains, adjusted net income was $55.2 million, or $0.32 per diluted share.

LOANS

Commercial activity remains strong with record high commercial loan production.

• Period-end total loans were $12,164.4 million at December 31, 2019, compared to $12,075.9 million at September 30, 2019.

• Commercial and industrial loans decreased $60.3 million to $2,890.3 million; commercial real estate loans increased $54.7 million to $5,166.8 million; consumer loans increased $7.8 million to $1,726.1 million and residential mortgage loans increased $86.3 million to $2,381.2 million.

• Commercial loan production in the fourth quarter was $681 million;period-end pipeline totaled $2.2 billion.

• On average, total loans in the fourth quarter were $12,069.2 million, down from $12,073.8 million in the third quarter of 2019.

DEPOSITS

Alow-cost core deposit franchise continues to be one of Old National’s strengths.

• Period-end total deposits were $14,553.4 million at December 31, 2019, an increase of $105.0 million from the third quarter of 2019.

• On average, total deposits in the fourth quarter were $14,602.9 million, compared to $14,330.5 million in the third quarter of 2019.

NET INTEREST INCOME AND MARGIN

Net interest income and margin lower with decline in accretion income and mix shift.

• Net interest income decreased to $148.9 million in the fourth quarter of 2019 from $153.1 million in the third quarter of 2019.

• The net interest margin on a fully taxable equivalent basis decreased 11 basis points to 3.46% compared to 3.57% in the third quarter of 2019.

• Accretion income was $9.5 million, or 21 basis points of net interest margin, in the fourth quarter of 2019 compared to $13.4 million, or 31 basis points of net interest margin, in the third quarter of 2019. In the fourth quarter of 2019, accretion income was 4.8% of adjusted total revenue.

• Interest collected on nonaccrual loans was $2.4 million, or 5 basis points of net interest margin, in the fourth quarter of 2019 compared to $2.0 million, or 5 basis points of net interest margin, in the third quarter of 2019.

• The cost of total deposits declined 9 basis points to 0.43% in the fourth quarter of 2019 while the cost of total interest-bearing deposits decreased 12 basis points to 0.59%.

CREDIT QUALITY AND CECL

Strong credit quality remains a hallmark of the Old National franchise.

• Asset quality remained strong with net charge-offs in the fourth quarter of $3.6 million, or 0.12% of total average loans, and30-89 day delinquencies of 0.25%.

• Provision expense was $1.3 million in the fourth quarter compared to $1.4 million in the third quarter.

• Non-performing loans decreased as a percentage of total loans to 1.19%.

• In accordance with current accounting practices, the loans acquired from recent acquisitions were recorded at fair value with no allowance recorded at the acquisition date. As of December 31, 2019, the remaining discount on these acquired loans was $77.8 million.

• The allowance for loan losses was $54.6 million, or 0.45% of total loans at December 31, 2019.

• Estimated day one increase to the allowance for loan losses and unfunded commitment liability of approximately $35 million to $45 million upon adoption of CECL.

NONINTEREST INCOME

Noninterest income decreased due to normal seasonal patterns in mortgage banking and deposit service charges as well as a decline in capital markets income.

• Total noninterest income for the fourth quarter of 2019 was $47.7 million, a decrease of $6.2 million from the third quarter of 2019.

• Mortgage banking revenue decreased $3.2 million, capital markets income decreased $1.5 million and service charges on deposits declined $1.1 million when compared to the third quarter of 2019.

NONINTEREST EXPENSE

Fourth quarter results demonstrated continued discipline with respect to expense management, helping to drive positive operating leverage¹.

• Noninterest expense for the fourth quarter of 2019 was $134.7 million and included $8.2 million in ONB Way charges, $0.2 million in merger & integration charges and $0.7 million in tax credit amortization.

• Excluding these items, adjusted noninterest expense for the fourth quarter was $125.6 million, compared to the $118.3 million in adjusted noninterest expense in the third quarter of 2019.

• The fourth quarter of 2019 also included $4.0 million in additional incentive compensation which is included in adjusted noninterest expense defined above.

• The fourth quarter efficiency ratio was 65.57%, while the adjusted efficiency ratio was 60.97%.

• For the full-year 2019, the efficiency ratio was 60.35%, while the adjusted efficiency ratio was 57.87%.

• Adjusted operating leverage¹ was +636 basis points for the full-year 2019 as compared to 2018.

INCOME TAXES

• On a fully taxable-equivalent basis, income tax expense in the fourth quarter was $14.7 million, resulting in a 23.0% FTE tax rate.

• Income tax expense included $0.7 million in tax credit benefit.

CAPITAL

Capital ratios remain strong.

• At the end of the fourth quarter, total risk-based capital was 13.0% and regulatory tier 1 capital was 12.1%.

• Tangible common equity to tangible assets was 9.09% at the end of the fourth quarter compared to 8.95% in the third quarter of 2019.

• The Company repurchased 428 thousand shares of common stock during the fourth quarter of 2019 at a weighted average price of $16.78, excluding commissions.

NON-GAAP RECONCILIATIONS

($ in millions, except EPS, shares in 000s)	4Q19			Adjustments4				Adjusted 4Q19
Total Revenues (FTE)	$	199.9		($	0.4	)		$	199.5
Less: Provision for Loan Losses		(1.3	)		—				(1.3	)
Less: Noninterest Expenses		(134.7	)		8.4		��		(126.3	)
Income before Income Taxes (FTE)	$	63.9		$	8.0			$	71.9
Income Taxes		14.7			2.0				16.7
Net Income	$	49.2		$	6.0			$	55.2
Average Shares Outstanding		170,186			—				170,186
Earnings Per Share - Diluted	$	0.29		$	0.03			$	0.32

⁴ Tax-effect calculations use the current statutory FTE tax rates (federal + state)

($ in millions, except EPS, shares in 000s)	2019			Adjustments4			Adjusted 2019
Total Revenues (FTE)	$	816.5		($	1.9	)	$	814.6
Less: Provision for Loan Losses		(4.7	)		—			(4.7	)
Less: Noninterest Expenses		(508.5	)		17.4			(491.1	)
Income before Income Taxes (FTE)	$	303.3		$	15.5		$	318.8
Income Taxes		(65.1	)		(3.8	)		(68.9	)
Net Income	$	238.2		$	11.7		$	249.9
Average Shares Outstanding		172,687			—			172,687
Earnings Per Share	$	1.38		$	0.07		$	1.45

⁴ Tax-effect calculations use the current statutory FTE tax rates (federal + state)

($ in millions)	4Q19			3Q19
Net Interest Income	$	148.9		$	153.1
Add: FTE Adjustment		3.3			3.2
Net Interest Income (FTE)	$	152.2		$	156.3
Average Earning Assets	$	17,577.8		$	17,510.5
Net Interest Margin (FTE)		3.46	%		3.57	%

($ in millions)	4Q19			3Q19
Net Interest Income	$	148.9		$	153.1
Add: FTE Adjustment		3.3			3.2
Net Interest Income (FTE)	$	152.2		$	156.3
Add: Total Noninterest Income		47.7			53.9
Less: Noninterest Expense		(134.7	)		(122.6	)
Pre-Provision Net Revenue	$	65.2		$	87.6
Less: Debt Securities Gains/Losses		(0.4	)		(0.4	)
Add: ONB Way Charges		8.2			1.8
Add: Merger and Integration Charges		0.2			1.3
Add: Amortization of Tax Credit Investments		0.7			1.2
AdjustedPre-Provision Net Revenue	$	73.9		$	91.5

($ in millions)	4Q19			3Q19			4Q18			2019			2018
Noninterest Expense	$	134.7		$	122.6		$	150.3		$	508.5		$	517.3
Less: ONB Way Charges		(8.2	)		(1.8	)		—			(11.4	)		—
Less: Merger and Integration Charges		(0.2	)		(1.3	)		(14.8	)		(6.0	)		(21.3	)
Less: Branch Action Charges/Foundation Funding		—			—			(7.5	)		—			(12.0	)
Noninterest Expense less Charges	$	126.3		$	119.5		$	128.0		$	491.1		$	484.0
Less: Amortization of Tax Credit Investments		(0.7	)		(1.2	)		(1.1	)		(2.7	)		(22.9	)
Adjusted Noninterest Expense	$	125.6		$	118.3		$	126.9		$	488.4		$	461.1
Less: Intangible Amortization		(3.9	)		(4.2	)		(4.1	)		(16.9	)		(14.4	)
Adjusted Noninterest Expense Less Intangible Amortization	$	121.7		$	114.1		$	122.8		$	471.5		$	446.7
Net Interest Income	$	148.9		$	153.1		$	146.2		$	604.3		$	537.5
FTE Adjustment		3.3			3.2			3.1			12.9			11.5
Net Interest Income (FTE)	$	152.2		$	156.3		$	149.3		$	617.2		$	549.0
Total Noninterest Income		47.7			53.9			58.2			199.3			195.3
Total Revenue (FTE)	$	199.9		$	210.2		$	207.5		$	816.5		$	744.3
Less: Debt Securities Gains/Losses		(0.4	)		(0.4	)		0.4			(1.9	)		(2.0	)
Less: Gain on Student Loan Sale		—			—			—			—			(2.2	)
Less: Gain on Branch Actions		—			—			(14.0	)		—			(14.5	)
Adjusted Total Revenue (FTE)	$	199.5		$	209.8		$	193.9		$	814.6		$	725.6
Efficiency Ratio		65.57	%		56.44	%		70.33	%		60.35	%		67.74	%
Adjusted Efficiency Ratio		60.97	%		54.40	%		63.31	%		57.87	%		61.56	%
Operating Leverage5 (basis points)		668									1,140
Adjusted Operating Leverage6 (basis points)		392									636

⁵ Year-over-year basis point change in noninterest expenses plus change in total revenue

⁶ Year-over-year basis point change in adjusted noninterest expense plus change in adjusted total revenue

($ in millions)	4Q19			3Q19
Net Income	$	49.2		$	69.8
Add: Intangible Amortization (net of tax7)		3.0			3.1
Tangible Net Income	$	52.2		$	72.9
Less: Securities Gains/Losses (net of tax7)		(0.3	)		(0.3	)
Add: ONB Way Charges (net of tax7)		6.2			1.4
Add: Merger & Integration Charges (net of tax7)		0.1			1.0
Adjusted Tangible Net Income	$	58.2		$	75.0
Average Total Shareholders’ Equity	$	2,832.9		$	2,817.5
Less: Average Goodwill		(1,037.0	)		(1,036.3	)
Less: Average Intangibles		(61.9	)		(66.0	)
Average Tangible Shareholders’ Equity	$	1,734.0		$	1,715.2
Return on Average Tangible Common Equity		12.03	%		17.01	%
Adjusted Return on Average Tangible Common Equity		13.44	%		17.49	%

⁷  Tax-effect calculations use the current statutory FTE tax rates (federal + state)

CONFERENCE CALL AND WEBCAST

Old National will host a conference call and live webcast at 7:00 a.m. Central Time on Tuesday, January 21, 2020, to review fourth-quarter and full-year 2019 financial results. The live audio web cast of the call, along with the corresponding presentation slides, will be available on the Company’s Investor Relations web page atoldnational.com and will be archived there for 12 months. A replay of the call will also be available from 10:00 a.m. Central Time on January 21 through February 4. To access the replay, dial1-855-859-2056, Conference ID Code 5278346.

ABOUT OLD NATIONAL

Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank. Headquartered in Evansville with $20.4 billion in assets, it is a top 100 U.S. bank, the largest Indiana-based bank andhas been recognized as a World’s Most Ethical Company by the Ethisphere Institute for eight consecutive years. For 185 years, Old National has been a community bank committed to building long-term, highly valued relationships with clients. With locations in Indiana, Kentucky, Michigan, Minnesota and Wisconsin, Old National provides retail and commercial banking services along with comprehensive wealth management, investment and capital markets services. For information and financial data, please visit Investor Relations atoldnational.com.

USE OFNON-GAAP FINANCIAL MEASURES

This earnings release contains GAAP financial measures andnon-GAAP financial measures where management believes it to be helpful in understanding Old National’s results of operations or financial position. Wherenon-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the tables of this release.

FORWARD-LOOKING STATEMENT

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, descriptions of Old National Bancorp’s (“Old National’s”) financial condition, results of operations, asset and credit quality trends and profitability. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: market, economic, operational, liquidity, credit and interest rate risks associated with Old National’s business; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations); ability of Old National to execute its business plan, including the anticipated impact from the ONB Way strategic plan that may differ from current estimates; changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of our internal controls; failure or disruption of our information systems; significant changes in accounting, tax or regulatory practices or requirements, including the impact of the new CECL standard; new legal obligations or liabilities or unfavorable resolutions of litigations; disruptive technologies in payment systems and other services traditionally provided by banks; computer hacking and other cybersecurity threats; other matters discussed in this press release; and other factors identified in our Annual Report on Form10-K and other periodic filings with the SEC. These forward-looking statements are made only as of the date of this press release, and Old National does not undertake an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this press release.

Financial Highlights (unaudited)

($ and shares in thousands, except per share data)

	Three Months Ended									Twelve Months Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2019			2019			2018			2019			2018
Income Statement
Net interest income	$	148,899		$	153,096		$	146,225		$	604,273		$	537,602
Provision for loan losses		1,264			1,437			3,390			4,747			6,966
Noninterest income		47,726			53,961			58,154			199,317			195,305
Noninterest expense		134,743			122,585			150,268			508,487			517,261
Net income		49,185			69,781			47,498			238,206			190,830
Per Common Share Data
Net income (diluted)	$	0.29		$	0.41		$	0.28		$	1.38		$	1.22
Average diluted shares outstanding		170,186			171,551			167,992			172,687			156,539
Book value		16.82			16.66			15.36			16.82			15.36
Stock price		18.29			17.20			15.40			18.29			15.40
Dividend payout ratio		45	%		32	%		46	%		37	%		42	%
Tangible common book value (1)		10.35			10.18			9.00			10.35			9.00
Performance Ratios
Return on average assets		0.97	%		1.39	%		1.01	%		1.19	%		1.07	%
Return on average common equity		6.94	%		9.91	%		7.59	%		8.57	%		8.42	%
Return on average tangible common equity (1)		12.03	%		17.01	%		13.84	%		14.97	%		14.97	%
Net interest margin (FTE)		3.46	%		3.57	%		3.64	%		3.55	%		3.54	%
Efficiency ratio (2)		65.57	%		56.44	%		70.33	%		60.35	%		67.74	%
Net charge-offs (recoveries) to average loans		0.12	%		0.03	%		0.02	%		0.05	%		0.02	%
Allowance for loan losses to ending loans		0.45	%		0.47	%		0.45	%		0.45	%		0.45	%
Non-performing loans to ending loans		1.19	%		1.31	%		1.43	%		1.19	%		1.43	%
Balance Sheet
Total loans	$	12,117,524		$	12,017,648		$	12,243,892		$	12,117,524		$	12,243,892
Total assets		20,411,667			20,438,788			19,728,435			20,411,667			19,728,435
Total deposits		14,553,397			14,448,352			14,349,949			14,553,397			14,349,949
Total borrowed funds		2,744,728			2,831,863			2,493,793			2,744,728			2,493,793
Total shareholders’ equity		2,852,453			2,832,530			2,689,570			2,852,453			2,689,570
Capital Ratios (1)
Risk-based capital ratios (EOP):
Tier 1 common equity		12.1	%		12.0	%		11.4	%		12.1	%		11.4	%
Tier 1		12.1	%		12.0	%		11.4	%		12.1	%		11.4	%
Total		13.0	%		13.0	%		12.3	%		13.0	%		12.3	%
Leverage ratio (to average assets)		8.9	%		8.8	%		9.2	%		8.9	%		9.2	%
Total equity to assets (averages)		14.01	%		13.98	%		13.28	%		13.88	%		12.74	%
Tangible common equity to tangible assets		9.09	%		8.95	%		8.47	%		9.09	%		8.47	%
Nonfinancial Data
Full-time equivalent employees		2,709			2,778			2,892			2,709			2,892
Number of branches		192			192			191			192			191

(1) See“Non-GAAP Measures” table.    

(2) Efficiency ratio is defined as noninterest expense before amortization of intangibles as a percent of FTE net interest income and noninterest revenues, excluding net gains from debt securities transactions. This presentation excludes amortization of intangibles and net debt securities gains, as is common in other company releases, and better aligns with true operating performance.    

FTE - Fully taxable equivalent basis            EOP - End of period actual balances

Income Statement (unaudited)

($ and shares in thousands, except per share data)

	Three Months Ended								Twelve Months Ended
	December 31,		September 30,			December 31,			December 31,			December 31,
	2019		2019			2018			2019			2018
Interest income	$	176,553	$	185,853		$	175,234		$	730,387		$	632,045
Less: interest expense		27,654		32,757			29,009			126,114			94,443
Net interest income		148,899		153,096			146,225			604,273			537,602
Provision for loan losses		1,264		1,437			3,390			4,747			6,966
Net interest income after provision for loan losses		147,635		151,659			142,835			599,526			530,636
Wealth management fees		9,468		9,160			9,069			37,072			36,863
Service charges on deposit accounts		10,714		11,860			11,474			44,915			44,026
Debit card and ATM fees		5,360		5,370			5,565			21,652			20,216
Mortgage banking revenue		5,626		8,850			3,928			26,622			17,657
Investment product fees		5,679		5,244			5,369			21,785			20,539
Capital markets income		3,043		4,560			840			13,270			4,934
Company-owned life insurance		2,937		2,703			2,591			11,539			10,584
Other income		4,329		5,900			5,700			20,648			24,402
Net gain on branch divestitures		—		—			13,989			—			13,989
Gains (losses) on sales of debt securities		437		424			(357	)		1,923			2,060
Gains (losses) on derivatives		133		(110	)		(14	)		(109	)		35
Total noninterest income		47,726		53,961			58,154			199,317			195,305
Salaries and employee benefits		74,974		71,729			87,346			289,452			281,275
Occupancy		14,184		11,934			13,210			55,255			51,941
Equipment		3,958		3,954			3,916			16,903			14,861
Marketing		3,631		4,105			4,782			15,898			15,847
Data processing		9,080		8,961			9,418			37,589			36,170
Communication		2,450		2,349			2,537			10,702			10,846
Professional fees		9,986		5,037			5,615			22,854			14,503
Loan expenses		1,873		1,811			1,877			7,253			7,028
FDIC assessment		1,529		960			2,110			6,030			10,638
Amortization of intangibles		3,946		4,168			4,134			16,911			14,442
Amortization of tax credit investments		710		1,211			1,142			2,749			22,949
Other expense		8,422		6,366			14,181			26,891			36,761
Total noninterest expense		134,743		122,585			150,268			508,487			517,261
Income before income taxes		60,618		83,035			50,721			290,356			208,680
Income tax expense		11,433		13,254			3,223			52,150			17,850
Net income	$	49,185	$	69,781		$	47,498		$	238,206		$	190,830
Diluted Earnings Per Share
Net income	$	0.29	$	0.41		$	0.28		$	1.38		$	1.22
Average Common Shares Outstanding
Basic		169,235		170,746			167,044			171,907			155,675
Diluted		170,186		171,551			167,992			172,687			156,539
Common shares outstanding at end of period		169,616		170,031			175,141			169,616			175,141

Balance Sheet (unaudited)

($ in thousands)

	December 31,			September 30,			December 31,
	2019			2019			2018
Assets
Federal Reserve Bank account	$	29,141		$	80,018		$	26,182
Money market investments		12,430			19,410			6,980
Investments:
Treasury and government-sponsored agencies		610,666			524,919			707,438
Mortgage-backed securities		3,183,861			3,248,367			2,336,415
States and political subdivisions		1,275,643			1,231,248			1,245,657
Other securities		485,862			490,389			488,802
Total investments		5,556,032			5,494,923			4,778,312
Loans held for sale, at fair value		46,898			58,285			14,911
Loans:
Commercial		2,890,296			2,950,559			3,232,970
Commercial and agriculture real estate		5,166,792			5,112,123			4,958,851
Consumer:
Home equity		559,021			555,905			589,322
Other consumer loans		1,167,126			1,162,438			1,214,345
Subtotal of commercial and consumer loans		9,783,235			9,781,025			9,995,488
Residential real estate		2,334,289			2,236,623			2,248,404
Total loans		12,117,524			12,017,648			12,243,892
Total earning assets		17,762,025			17,670,284			17,070,277
Allowance for loan losses		(54,619	)		(56,910	)		(55,461	)
Non-earning Assets:
Cash and due from banks		234,766			320,822			284,003
Premises and equipment, net		490,925			492,065			485,912
Operating leaseright-of-use assets		95,477			102,976			—
Goodwill and other intangible assets		1,097,099			1,101,045			1,113,274
Company-owned life insurance		448,967			447,110			444,224
Net deferred tax assets		29,705			26,523			87,048
Loan servicing rights		25,368			24,623			24,497
Other assets		281,954			310,250			274,661
Totalnon-earning assets		2,704,261			2,825,414			2,713,619
Total assets	$	20,411,667		$	20,438,788		$	19,728,435
Liabilities and Equity
Noninterest-bearing demand deposits	$	4,042,286		$	3,996,264		$	3,965,380
Interest-bearing:
Checking and NOW accounts		4,149,639			3,936,318			3,788,339
Savings accounts		2,845,423			2,863,718			2,944,092
Money market accounts		1,833,819			1,821,989			1,627,882
Other time deposits		1,589,988			1,704,238			1,845,149
Total core deposits		14,461,155			14,322,527			14,170,842
Brokered CD’s		92,242			125,825			179,107
Total deposits		14,553,397			14,448,352			14,349,949
Federal funds purchased and interbank borrowings		350,414			240,589			270,135
Securities sold under agreements to repurchase		327,782			337,551			362,294
Federal Home Loan Bank advances		1,822,847			2,001,960			1,613,481
Other borrowings		243,685			251,763			247,883
Total borrowed funds		2,744,728			2,831,863			2,493,793
Operating lease liabilities		99,500			107,272			—
Accrued expenses and other liabilities		161,589			218,771			195,123
Total liabilities		17,559,214			17,606,258			17,038,865
Common stock, surplus, and retained earnings		2,796,246			2,774,016			2,734,520
Accumulated other comprehensive income (loss), net of tax		56,207			58,514			(44,950	)
Total shareholders’ equity		2,852,453			2,832,530			2,689,570
Total liabilities and shareholders’ equity	$	20,411,667		$	20,438,788		$	19,728,435

Average Balance Sheet and Interest Rates (unaudited)

($ in thousands)

	Three Months Ended								Three Months Ended								Three Months Ended
	December 31, 2019								September 30, 2019								December 31, 2018
	Average			Income (1)/		Yield/			Average			Income (1)/		Yield/			Average			Income (1)/		Yield/
Earning Assets:	Balance			Expense		Rate			Balance			Expense		Rate			Balance			Expense		Rate
Money market and other interest-earning investments	$	87,835		$	530		2.39	%	$	63,142		$	528		3.32	%	$	39,207		$	205		2.07	%
Investments:
Treasury and government-sponsored agencies		546,266			3,547		2.60	%		682,940			4,341		2.54	%		694,409			3,874		2.23	%
Mortgage-backed securities		3,172,818			18,844		2.38	%		3,019,322			18,589		2.46	%		2,011,275			13,688		2.72	%
States and political subdivisions		1,211,850			11,133		3.67	%		1,172,017			10,896		3.72	%		1,187,404			11,147		3.76	%
Other securities		489,889			3,585		2.93	%		499,308			4,049		3.24	%		493,426			4,017		3.26	%
Total investments		5,420,823			37,109		2.74	%		5,373,587			37,875		2.82	%		4,386,514			32,726		2.98	%
Loans: (2)
Commercial		2,891,641			31,925		4.32	%		3,018,638			35,428		4.59	%		3,133,153			37,358		4.67	%
Commercial and agriculture real estate		5,129,638			66,959		5.11	%		5,037,909			71,604		5.56	%		4,834,589			65,461		5.30	%
Consumer:
Home equity		561,125			6,426		4.54	%		557,607			7,102		5.05	%		562,801			7,159		5.05	%
Other consumer loans		1,153,924			12,245		4.21	%		1,175,900			12,226		4.13	%		1,203,436			11,702		3.86	%
Subtotal commercial and consumer loans		9,736,328			117,555		4.79	%		9,790,054			126,360		5.12	%		9,733,979			121,680		4.96	%
Residential real estate loans		2,332,835			24,641		4.23	%		2,283,704			24,261		4.25	%		2,238,588			23,672		4.23	%
Total loans		12,069,163			142,196		4.64	%		12,073,758			150,621		4.91	%		11,972,567			145,352		4.78	%
Total earning assets	$	17,577,821		$	179,835		4.05	%	$	17,510,487		$	189,024		4.27	%	$	16,398,288		$	178,283		4.30	%
Less: Allowance for loan losses		(57,162	)							(56,894	)							(53,045	)
Non-earning Assets:
Cash and due from banks	$	278,324							$	264,145							$	232,360
Other assets		2,419,792								2,429,466								2,275,907
Total assets	$	20,218,775							$	20,147,204							$	18,853,510
Interest-Bearing Liabilities:
Checking and NOW accounts	$	4,121,021		$	3,812		0.37	%	$	3,895,654		$	4,448		0.45	%	$	3,391,630		$	2,004		0.23	%
Savings accounts		2,842,996			1,586		0.22	%		2,855,401			2,128		0.30	%		2,919,900			2,225		0.30	%
Money market accounts		1,839,258			3,558		0.77	%		1,822,698			4,017		0.87	%		1,482,022			1,922		0.51	%
Other time deposits		1,642,773			6,101		1.47	%		1,733,492			7,016		1.61	%		1,769,243			6,519		1.46	%
Total interest-bearing deposits		10,446,048			15,057		0.57	%		10,307,245			17,609		0.68	%		9,562,795			12,670		0.53	%
Brokered CD’s		109,504			637		2.31	%		181,425			1,098		2.40	%		193,455			1,024		2.10	%
Total interest-bearing deposits and CD’s		10,555,552			15,694		0.59	%		10,488,670			18,707		0.71	%		9,756,250			13,694		0.56	%
Federal funds purchased and interbank borrowings		95,973			437		1.80	%		254,971			1,484		2.31	%		312,730			1,938		2.46	%
Securities sold under agreements to repurchase		337,786			469		0.55	%		340,158			715		0.83	%		351,392			634		0.72	%
Federal Home Loan Bank advances		1,843,357			8,359		1.80	%		1,889,407			9,123		1.92	%		1,649,304			9,441		2.27	%
Other borrowings		251,565			2,695		4.29	%		251,817			2,728		4.33	%		250,926			3,302		5.26	%
Total borrowed funds		2,528,681			11,960		1.88	%		2,736,353			14,050		2.04	%		2,564,352			15,315		2.37	%
Total interest-bearing liabilities	$	13,084,233		$	27,654		0.84	%	$	13,225,023		$	32,757		0.98	%	$	12,320,602		$	29,009		0.93	%
Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	4,047,308							$	3,841,867							$	3,864,302
Other liabilities		254,296								262,862								164,771
Shareholders’ equity		2,832,938								2,817,452								2,503,835
Total liabilities and shareholders’ equity	$	20,218,775							$	20,147,204							$	18,853,510
Net interest rate spread							3.21	%							3.29	%							3.37	%
Net interest margin (FTE)							3.46	%							3.57	%							3.64	%
FTE adjustment				$	3,282							$	3,171							$	3,049

(1) Interest income is reflected on a fully taxable equivalent basis (FTE).

(2) Includes loans held for sale.

Average Balance Sheet and Interest Rates (unaudited)

($ in thousands)

	Twelve Months Ended								Twelve Months Ended
	December 31, 2019								December 31, 2018
Earning Assets:	Average Balance			Income (1)/ Expense		Yield/ Rate			Average Balance			Income (1)/ Expense		Yield/ Rate
Money market and other interest-earning investments	$	67,069		$	1,670		2.49	%	$	48,240		$	630		1.31	%
Investments:
Treasury and government-sponsored agencies		657,233			16,091		2.45	%		673,171			14,433		2.14	%
Mortgage-backed securities		2,866,600			73,835		2.58	%		1,707,646			41,493		2.43	%
States and political subdivisions		1,202,210			44,716		3.72	%		1,153,315			42,326		3.67	%
Other securities		495,847			16,138		3.25	%		490,464			15,633		3.19	%
Total investments		5,221,890			150,780		2.89	%		4,024,596			113,885		2.83	%
Loans: (2)
Commercial		3,023,421			141,215		4.67	%		2,924,878			131,471		4.49	%
Commercial and agriculture real estate		5,044,623			275,853		5.47	%		4,536,897			235,876		5.20	%
Consumer:
Home equity		566,232			28,515		5.04	%		513,111			25,029		4.88	%
Other consumer loans		1,180,898			48,681		4.12	%		1,258,253			46,660		3.71	%
Subtotal commercial and consumer loans		9,815,174			494,264		5.04	%		9,233,139			439,036		4.76	%
Residential real estate loans		2,281,047			96,613		4.24	%		2,195,078			89,888		4.09	%
Total loans		12,096,221			590,877		4.88	%		11,428,217			528,924		4.63	%
Total earning assets	$	17,385,180		$	743,327		4.28	%	$	15,501,053		$	643,439		4.15	%
Less: Allowance for loan losses		(56,624	)							(52,316	)
Non-earning Assets:
Cash and due from banks	$	251,857							$	210,716
Other assets		2,453,001								2,130,588
Total assets	$	20,033,414							$	17,790,041
Interest-Bearing Liabilities:
Checking and NOW accounts	$	3,902,765		$	15,598		0.40	%	$	3,146,309		$	4,973		0.16	%
Savings accounts		2,878,135			8,142		0.28	%		2,995,484			7,464		0.25	%
Money market accounts		1,789,065			14,130		0.79	%		1,225,220			4,424		0.36	%
Other time deposits		1,748,552			27,400		1.57	%		1,654,548			21,012		1.27	%
Total interest-bearing deposits		10,318,517			65,270		0.63	%		9,021,561			37,873		0.42	%
Brokered CD’s		173,439			4,094		2.36	%		185,426			3,404		1.84	%
Total interest-bearing deposits and CD’s		10,491,956			69,364		0.66	%		9,206,987			41,277		0.45	%
Federal funds purchased and interbank borrowings		241,618			5,656		2.34	%		238,408			4,793		2.01	%
Securities sold under agreements to repurchase		342,654			2,517		0.73	%		344,964			1,962		0.57	%
Federal Home Loan Bank advances		1,775,987			37,452		2.11	%		1,665,689			34,925		2.10	%
Other borrowings		251,194			11,125		4.43	%		249,832			11,486		4.60	%
Total borrowed funds		2,611,453			56,750		2.17	%		2,498,893			53,166		2.13	%
Total interest-bearing liabilities	$	13,103,409		$	126,114		0.96	%	$	11,705,880		$	94,443		0.81	%
Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	3,887,470							$	3,657,234
Other liabilities		261,403								159,600
Shareholders’ equity		2,781,132								2,267,327
Total liabilities and shareholders’ equity	$	20,033,414							$	17,790,041
Net interest rate spread							3.32	%							3.34	%
Net interest margin (FTE)							3.55	%							3.54	%
FTE adjustment				$	12,940							$	11,394

(1) Interest income is reflected on a fully taxable equivalent basis (FTE).

(2) Includes loans held for sale.

Asset Quality (EOP) (unaudited)

($ in thousands)

	Three Months Ended									Twelve Months Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2019			2019			2018			2019			2018
Beginning allowance for loan losses	$	56,910		$	56,292		$	52,713		$	55,461		$	50,381
Provision for loan losses		1,264			1,437			3,390			4,747			6,966
Gross charge-offs		(6,304	)		(2,716	)		(2,969	)		(14,789	)		(12,969	)
Gross recoveries		2,749			1,897			2,327			9,200			11,083
Net (charge-offs) recoveries		(3,555	)		(819	)		(642	)		(5,589	)		(1,886	)
Ending allowance for loan losses	$	54,619		$	56,910		$	55,461		$	54,619		$	55,461
Net charge-offs (recoveries) / average loans (1)		0.12	%		0.03	%		0.02	%		0.05	%		0.02	%
Average loans outstanding (1)	$	12,058,109		$	12,061,705		$	11,967,241		$	12,087,429		$	11,422,967
EOP loans outstanding (1)		12,117,524		$	12,017,648		$	12,243,892		$	12,117,524		$	12,243,892
Allowance for loan losses / EOP loans (1)		0.45	%		0.47	%		0.45	%		0.45	%		0.45	%
Underperforming Assets:
Loans 90 Days and over (still accruing)	$	570		$	703		$	1,353		$	570		$	1,353
Non-performing loans:
Nonaccrual loans (2)		126,412			138,498			157,484			126,412			157,484	��
Renegotiated loans		18,338			18,884			17,356			18,338			17,356
Totalnon-performing loans		144,750			157,382			174,840			144,750			174,840
Foreclosed properties		2,169			2,941			3,232			2,169			3,232
Total underperforming assets	$	147,489		$	161,026		$	179,425		$	147,489		$	179,425
Classified and Criticized Assets:
Nonaccrual loans (2)		126,412			138,498			157,484			126,412			157,484
Substandard accruing loans		169,689			145,987			175,948			169,689			175,948
Loans 90 days and over (still accruing)		570			703			1,353			570			1,353
Total classified loans - “problem loans”	$	296,671		$	285,188		$	334,785		$	296,671		$	334,785
Other classified assets		2,933			2,556			2,820			2,933			2,820
Criticized loans - “special mention loans”		234,841			233,519			238,752			234,841			238,752
Total classified and criticized assets	$	534,445		$	521,263		$	576,357		$	534,445		$	576,357
Non-performing loans / EOP loans (1)		1.19	%		1.31	%		1.43	%		1.19	%		1.43	%
Allowance tonon-performing loans (3)		38	%		36	%		32	%		38	%		32	%
Under-performing assets / EOP loans (1)		1.22	%		1.34	%		1.47	%		1.22	%		1.47	%
EOP total assets	$	20,411,667		$	20,438,788		$	19,728,435		$	20,411,667		$	19,728,435
Under-performing assets / EOP assets		0.72	%		0.79	%		0.91	%		0.72	%		0.91	%

EOP - End of period actual balances

(1) Excludes loans held for sale.

(2) Includes renegotiated loans totaling $13.8 million at December 31, 2019, $21.8 million at September 30, 2019, and $26.3 million at December 31, 2018.

(3) Includes acquired loans that were recorded at fair value in accordance with ASC 805 at the date of acquisition. As such, the credit risk was incorporated in the fair value recorded and no allowance for loan losses was recorded on the acquisition date.

Non-GAAP Measures (unaudited)

($ in thousands)

	Three Months Ended									Twelve Months Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2019			2019			2018			2019			2018
Actual End of Period Balances
GAAP shareholders’ equity	$	2,852,453		$	2,832,530		$	2,689,570		$	2,852,453		$	2,689,570
Deduct:
Goodwill		1,036,994			1,036,994			1,036,258			1,036,994			1,036,258
Intangibles		60,105			64,051			77,016			60,105			77,016
		1,097,099			1,101,045			1,113,274			1,097,099			1,113,274
Tangible shareholders’ equity	$	1,755,354		$	1,731,485		$	1,576,296		$	1,755,354		$	1,576,296
Average Balances
GAAP shareholders’ equity	$	2,832,938		$	2,817,452		$	2,503,835		$	2,781,132		$	2,267,327
Deduct:
Goodwill		1,036,994			1,036,306			969,403			1,036,456			864,079
Intangibles		61,963			66,047			66,927			68,244			52,209
		1,098,957			1,102,353			1,036,330			1,104,700			916,288
Average tangible shareholders’ equity	$	1,733,981		$	1,715,099		$	1,467,505		$	1,676,432		$	1,351,039
Actual End of Period Balances
GAAP assets	$	20,411,667		$	20,438,788		$	19,728,435		$	20,411,667		$	19,728,435
Add:
Trust overdrafts		31			24			11			31			11
Deduct:
Goodwill		1,036,994			1,036,994			1,036,258			1,036,994			1,036,258
Intangibles		60,105			64,051			77,016			60,105			77,016
		1,097,099			1,101,045			1,113,274			1,097,099			1,113,274
Tangible assets	$	19,314,599		$	19,337,767		$	18,615,172		$	19,314,599		$	18,615,172
Risk-weighted assets	$	14,073,929		$	13,975,295		$	14,248,562		$	14,073,929		$	14,248,562
GAAP net income	$	49,185		$	69,781		$	47,498		$	238,206		$	190,830
Add:
Amortization of intangibles (net of tax)		2,976			3,145			3,266			12,756			11,410
Tangible net income	$	52,161		$	72,926		$	50,764		$	250,962		$	202,240
Tangible Ratios
Return on tangible common equity		11.89	%		16.85	%		12.88	%		14.30	%		12.83	%
Return on average tangible common equity		12.03	%		17.01	%		13.84	%		14.97	%		14.97	%
Return on tangible assets		1.08	%		1.51	%		1.09	%		1.30	%		1.09	%
Tangible common equity to tangible assets		9.09	%		8.95	%		8.47	%		9.09	%		8.47	%
Tangible common equity to risk-weighted assets		12.47	%		12.39	%		11.06	%		12.47	%		11.06	%
Tangible common book value (1)		10.35			10.18			9.00			10.35			9.00
Tangible common equity presentation includes other comprehensive income as is common in other company releases. (1)   Tangible common shareholders’ equity divided by common shares issued and outstanding at period-end.
Tier 1 common equity	$	1,706,727		$	1,681,457		$	1,617,936		$	1,706,727		$	1,617,936
Risk-weighted assets		14,073,929			13,975,295			14,248,562			14,073,929			14,248,562
Tier 1 common equity to risk-weighted assets		12.13	%		12.03	%		11.36	%		12.13	%		11.36	%