EX-99.1

Exhibit 99.1

Old National Bancorp

One Main Street

Evansville, IN 47708

oldnational.com

LOGO

Media: Kathy A. Schoettlin (812) 465-7269

Investors: Lynell J. Walton (812) 464-1366

Old National’s record 2^nd quarter net income increases 43% from a year ago to $63.0 million, or $0.36 per share

Evansville, Ind. (July 22, 2019)

Old National Bancorp (NASDAQ: ONB) reports 2Q19 net income of $63.0 million, diluted EPS of $0.36.

Adjusted¹ net income of $64.5 million, or $0.37 per diluted share.

CEO COMMENTARY:

“This was a quarter that saw Old National report record net income, strong loan production, good fee income and excellent credit metrics, all of which allowed us to continue to generate positive operating leverage,” said CEO Jim Ryan. “While loan prepayments and planned exits impacted overall balance sheet growth, activity levels were robust, and we successfully converted our KleinBank-Minnesota branches during the quarter. Our granular loan portfolio and low-risk profile again resulted in very low credit costs, and Old National remains on a high-performance path.”

SECOND QUARTER HIGHLIGHTS²:


Net Income		• Net income of $63.0 million, an increase of 43.1% from second quarter of 2018 • Earnings per share of $0.36, an increase of 24.1% from second quarter of 2018

Net Interest Income/NIM		• Net interest income on a fully taxable equivalent basis was $158.5 million, up 5.5% • Net interest margin on a fully taxable equivalent basis was 3.66% compared to 3.51%

Operating Performance		• Pre-provision net revenue¹(“PPNR”) was $81.6 million • Adjusted PPNR¹was $84.2 million, up 28.4% over second quarter of 2018 • Noninterest expense was $128.1 million • Adjusted noninterest expense¹was $124.3 million • Efficiency ratio¹was 59.35% • Adjusted efficiency ratio¹was 57.52%, a 416 basis point improvement from second quarter of 2018

Loans and Credit Quality		• End-of-period total loans³were $12,084.5 million compared to $12,083.1 million • Second-quarter total commercial production was a record $628.0 million; June 30 pipeline was $1.7 billion • Provision for loan losses was $1.0 million • Net charge-offs were $0.3 million, or 0.01% annualized, compared to net charge-offs of $0.9 million • Non-performing loans were 1.34% of total loans compared to 1.41%

Return Profile & Capital		• Return on average common equity was 9.13% • Return on average tangible common equity¹was 16.04% • Adjusted return on average tangible common equity¹ was 16.41% • Repurchased 1.8 million shares of common stock during the quarter

Notable Items		• $3.2 million in merger and integration charges • $0.6 million in tax credit amortization

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

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

³	Includes loans held for sale

RESULTS OF OPERATIONS

Old National Bancorp reported second-quarter 2019 net income of $63.0 million, or $0.36 per diluted share.

Included in the second quarter were pre-tax charges of $3.2 million for merger and integration activity. Excluding these charges from the current quarter and netting out debt securities gains, adjusted net income was $64.5 million, or $0.37 per diluted share.

LOANS

Record high commercial loan production; paydowns continued to impact outstandings.

•

Period-end total loans were $12,084.5 million at June 30, 2019, compared to $12,083.1 million at March 31, 2019.

•

Commercial and industrial loans increased to $3,074.8 million; commercial real estate loans decreased to $4,993.7 million; consumer loans decreased to $1,755.8 million.

•

Record commercial loan production in the second quarter of $628.0 million; period-end pipeline totaled $1.7 billion.

•

On average, total loans in the second quarter were $12,091.0 million, down from $12,152.1 million in the first quarter of 2019.

DEPOSITS

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

•

Period-end total deposits were $14,363.1 million at June 30, 2019, relatively flat despite normal seasonal patterns.

•

On average, total deposits in the second quarter were $14,369.5 million, compared to $14,211.0 million in the first quarter of 2019.

NET INTEREST INCOME AND MARGIN

Net interest income and margin benefit from higher accretion and interest collected on nonaccrual loans as well as higher day count.

•

Net interest income increased to $155.2 million in the second quarter of 2019 from $147.0 million in the first quarter of 2019.

•

The net interest margin on a fully taxable equivalent basis increased 15 basis points to 3.66% compared to 3.51% in the first quarter of 2019, with 3 basis points of the increase due to more days offset by a 5 basis points decline from mix change.

•

Accretion income was $11.8 million, or 27 basis points of net interest margin, in the second quarter of 2019 compared to $8.9 million, or 21 basis points of net interest margin, in the first quarter of 2019. In the second quarter of 2019, accretion income was 5.6% of adjusted total revenue.

•

Interest collected on nonaccrual loans was $5.7 million, or 13 basis points of net interest margin, in the second quarter of 2019 compared to $1.0 million, or 2 basis points of net interest margin, in the first quarter of 2019.

•

Loan yields, excluding accretion income and interest collected on nonaccrual loans, increased 3 basis points to 4.48%.

•

The cost of total deposits rose 6 basis points to 0.52% in the second quarter of 2019 while the cost of total interest-bearing deposits rose 6 basis points to 0.70%.

CREDIT QUALITY

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

•

Asset quality remained strong with net charge-offs in the second quarter of $0.3 million, or 0.01% of total average loans, and 30-89 day delinquencies of 0.34%.

•

Provision expense was $1.0 million in both the second quarter and first quarter of 2019.

•

Non-performing loans decreased as a percentage of total loans to 1.34%.

•

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 June 30, 2019, the remaining discount on these acquired loans was $100.5 million.

•

The allowance for loan losses was $56.3 million, or 0.47% of total loans at June 30, 2019.

NONINTEREST INCOME

Noninterest income increased due to wealth management tax preparation fees and increases in mortgage banking revenue and capital markets fees.

•

Total noninterest income for the second quarter of 2019 was $51.2 million, an increase of $4.8 million from the first quarter of 2019.

•

Wealth management fees benefitted from seasonal tax preparation fees of $1.0 million.

•

Mortgage banking revenue increased $2.1 million, service charges on deposit accounts increased $0.7 million, while capital markets income increased $0.6 million.

NONINTEREST EXPENSE

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

•

Noninterest expense for the second quarter of 2019 was $128.1 million and included $3.2 million in merger & integration charges and $0.6 million in tax credit amortization.

•

Excluding these items, adjusted noninterest expense for the second quarter was $124.3 million, compared to the $121.5 million in adjusted noninterest expense in the first quarter of 2019.

•

The second quarter efficiency ratio was 59.35%, while the adjusted efficiency ratio was 57.52%.

INCOME TAXES

•

On a fully taxable-equivalent basis, income tax expense in the second quarter was $17.6 million, resulting in a 21.9% FTE tax rate.

•

Income tax expense included the benefit of a $1.0 million state tax refund as well as $0.7 million in tax credit benefit.

CAPITAL

Strong quarterly earnings drove capital ratios higher.

•

At the end of the second quarter, total risk-based capital was 12.8% and regulatory tier 1 capital was 11.9%.

•

Tangible common equity to tangible assets was 8.92% at the end of the second quarter compared to 8.66% in the first quarter of 2019.

•

The Company repurchased 1.8 million shares of common stock during the second quarter with a weighted average price of $16.37 per share, excluding commissions.

NON-GAAP RECONCILIATIONS


($ in millions, except EPS, shares in 000s)	2Q19			Adjustments⁴			Adjusted 2Q19
Total Revenues (FTE)	$	209.7		($	1.2	)	$	208.5
Less: Provision for Loan Losses		(1.0	)		—			(1.0	)
Less: Noninterest Expenses		(128.1	)		3.2			(124.9	)

Income before Income Taxes (FTE)	$	80.6		$	2.0		$	82.6
Income Taxes		17.6			0.5			18.1

Net Income	$	63.0		$	1.5		$	64.5

Average Shares Outstanding		173,675			—			173,675
Earnings Per Share—Diluted	$	0.36		$	0.01		$	0.37

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


($ in millions)	2Q19			1Q19
Net Interest Income	$	155.2		$	147.0
Add: FTE Adjustment		3.3			3.2

Net Interest Income (FTE)	$	158.5		$	150.2

Average Earning Assets	$	17,302.7		$	17,143.6
Net Interest Margin (FTE)		3.66	%		3.51	%


($ in millions)	2Q19			1Q19
Net Interest Income	$	155.2		$	147.0
Add: FTE Adjustment		3.3			3.2

Net Interest Income (FTE)	$	158.5		$	150.2
Add: Total Noninterest Income		51.2			46.4
Less: Noninterest Expense		128.1			123.0

Pre-Provision Net Revenue	$	81.6		$	73.6
Less: Debt Securities Gains/Losses		(1.2	)		0.1
Add: Merger and Integration Charges		3.2			1.2
Add: Amortization of Tax Credit Investments		0.6			0.3

Adjusted Pre-Provision Net Revenue	$	84.2		$	75.2


($ in millions)	2Q19			1Q19			2Q18
Noninterest Expense	$	128.1		$	123.0		$	130.5
Less: Merger and Integration Charges		(3.2	)		(1.2	)		(2.5	)
Less: Branch Action Charges & Severance		—			—			(1.6	)

Noninterest Expense less Charges	$	124.9		$	121.8		$	126.4
Less: Amortization of Tax Credit Investments		(0.6	)		(0.3	)		(11.9	)

Adjusted Noninterest Expense	$	124.3		$	121.5		$	114.5
Less: Intangible Amortization		(4.3	)		(4.5	)		(3.4	)

Adjusted Noninterest Expense Less Intangible Amortization	$	120.0		$	117.0		$	111.1

Net Interest Income	$	155.2		$	147.0		$	132.0
FTE Adjustment		3.3			3.2			2.8

Net Interest Income (FTE)	$	158.5		$	150.2		$	134.8
Total Noninterest Income		51.2			46.4			49.3

Total Revenue (FTE)	$	209.7		$	196.6		$	184.1
Less: Debt Securities Gains/Losses		(1.2	)		0.1			(1.5	)
Less: Gain on Student Loan Sale		—			—			(2.2	)
Less: Gain on Branch Actions		—			—			(0.3	)

Adjusted Total Revenue (FTE)	$	208.5		$	196.7		$	180.1

Efficiency Ratio		59.35	%		60.26	%		69.58	%


Adjusted Efficiency Ratio	57.52	%	59.51	%	61.68	%
Operating Leverage⁵ (basis points)	1,574
Adjusted Operating Leverage⁶ (basis points)	724

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)	2Q19			1Q19
Net Income	$	63.0		$	56.3
Add: Intangible Amortization (net of tax⁷)		3.2			3.4

Tangible Net Income	$	66.2		$	59.7
Less: Securities Gains/Losses (net of tax⁷)		(0.9	)		0.1
Add: Merger & Integration Charges (net of tax⁷)		2.4			0.9

Adjusted Tangible Net Income	$	67.7		$	60.7

Average Total Shareholders’ Equity	$	2,758.3		$	2,714.2
Less: Average Goodwill		(1,036.3	)		(1,036.3	)
Less: Average Intangibles		(70.3	)		(74.8	)

Average Tangible Shareholders’ Equity	$	1,651.7		$	1,603.1

Return on Average Tangible Common Equity		16.04	%		14.88	%
Adjusted Return on Average Tangible Common Equity		16.41	%		15.13	%

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 Monday, July 22, 2019, to review second quarter 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 at oldnational.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 July 22 through August 5. To access the replay, dial 1-855-859-2056, Conference ID Code 4869447.

ABOUT OLD NATIONAL

Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank. Headquartered in Evansville with $20.1 billion in assets, it is a top 100 U.S. bank, the largest Indiana-based bank and has 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 at oldnational.com.

USE OF NON-GAAP FINANCIAL MEASURES

This earnings release contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Old National’s results of operations or financial position. Where non-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: expected cost savings, synergies and other financial benefits from the merger with Klein that might not be realized within the expected timeframes and costs or difficulties relating to integration matters might be greater than expected; 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; 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; 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 Form 10-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									Six Months Ended
	June 30, 2019			March 31, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Income Statement
Net interest income	$	155,230		$	147,048		$	131,963		$	302,278		$	260,535
Provision for loan losses		1,003			1,043			2,446			2,046			2,826
Noninterest income		51,214			46,416			49,289			97,630			91,194
Noninterest expense		128,118			123,041			130,460			251,159			247,617
Net income		62,964			56,276			44,001			119,240			91,984
Per Common Share Data
Net income (diluted)	$	0.36		$	0.32		$	0.29		$	0.68		$	0.60
Average diluted shares outstanding		173,675			175,368			152,568			174,531			152,483
Book value		16.28			15.82			14.44			16.28			14.44
Stock price		16.59			16.40			18.60			16.59			18.60
Dividend payout ratio		35	%		41	%		45	%		38	%		43	%
Tangible common book value (1)		9.86			9.44			8.70			9.86			8.70
Performance Ratios
Return on average assets		1.26	%		1.14	%		1.01	%		1.20	%		1.06	%
Return on average common equity		9.13	%		8.29	%		8.06	%		8.72	%		8.46	%
Return on average tangible common equity (1)		16.04	%		14.88	%		14.28	%		15.47	%		15.04	%
Net interest margin (FTE)		3.66	%		3.51	%		3.55	%		3.59	%		3.50	%
Efficiency ratio (2)		59.35	%		60.26	%		69.58	%		59.79	%		67.76	%
Net charge-offs (recoveries) to average loans		0.01	%		0.03	%		-0.03	%		0.02	%		-0.01	%
Allowance for loan losses to ending loans		0.47	%		0.46	%		0.48	%		0.47	%		0.48	%
Non-performing loans to ending loans		1.34	%		1.41	%		1.38	%		1.34	%		1.38	%
Balance Sheet
Total loans	$	12,046,578		$	12,068,977		$	11,295,629		$	12,046,578		$	11,295,629
Total assets		20,145,285			20,084,420			17,482,990			20,145,285			17,482,990
Total deposits		14,363,101			14,429,270			12,596,376			14,363,101			12,596,376
Total borrowed funds		2,726,481			2,639,038			2,530,104			2,726,481			2,530,104
Total shareholders’ equity		2,803,139			2,751,872			2,200,215			2,803,139			2,200,215
Capital Ratios (1)
Risk-based capital ratios (EOP):
Tier 1 common equity		11.9	%		11.8	%		10.9	%		11.9	%		10.9	%
Tier 1		11.9	%		11.8	%		10.9	%		11.9	%		10.9	%
Total		12.8	%		12.7	%		11.9	%		12.8	%		11.9	%
Leverage ratio (to average assets)		8.8	%		8.8	%		8.3	%		8.8	%		8.3	%
Total equity to assets (averages)		13.82	%		13.70	%		12.54	%		13.76	%		12.48	%
Tangible common equity to tangible assets		8.92	%		8.66	%		7.98	%		8.92	%		7.98	%
Nonfinancial Data
Full-time equivalent employees		2,829			2,908			2,683			2,829			2,683
Number of branches		192			193			183			192			183

(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								Six Months Ended
	June 30, 2019			March 31, 2019			June 30, 2018		June 30, 2019			June 30, 2018
Interest income	$	189,063		$	178,918		$	153,736	$	367,981		$	301,442
Less: interest expense		33,833			31,870			21,773		65,703			40,907

Net interest income		155,230			147,048			131,963		302,278			260,535
Provision for loan losses		1,003			1,043			2,446		2,046			2,826

Net interest income after provision for loan losses		154,227			146,005			129,517		300,232			257,709
Wealth management fees		9,909			8,535			9,746		18,444			18,772
Service charges on deposit accounts		11,515			10,826			10,765		22,341			21,524
Debit card and ATM fees		5,419			5,503			5,080		10,922			9,945
Mortgage banking revenue		7,135			5,011			5,189		12,146			9,381
Investment product fees		5,591			5,271			5,066		10,862			10,097
Capital markets income		3,150			2,517			896		5,667			1,394
Company-owned life insurance		2,711			3,188			2,430		5,899			5,035
Other income		4,716			5,702			8,586		10,418			12,716
Gains (losses) on sales of debt securities		1,165			(103	)		1,494		1,062			2,282
Gains (losses) on derivatives		(97	)		(34	)		37		(131	)		48

Total noninterest income		51,214			46,416			49,289		97,630			91,194
Salaries and employee benefits		71,566			71,183			66,592		142,749			130,771
Occupancy		14,559			14,578			12,873		29,137			26,153
Equipment		4,517			4,474			3,728		8,991			7,293
Marketing		4,439			3,723			3,962		8,162			7,659
Data processing		10,207			9,341			9,724		19,548			18,124
Communication		2,849			3,054			2,772		5,903			5,836
Professional fees		4,921			2,910			2,923		7,831			5,653
Loan expenses		1,657			1,912			1,843		3,569			3,587
FDIC assessment		1,454			2,087			3,161		3,541			5,806
Amortization of intangibles		4,325			4,472			3,416		8,797			7,025
Amortization of tax credit investments		568			260			11,858		828			12,574
Other expense		7,056			5,047			7,608		12,103			17,136

Total noninterest expense		128,118			123,041			130,460		251,159			247,617
Income before income taxes		77,323			69,380			48,346		146,703			101,286
Income tax expense		14,359			13,104			4,345		27,463			9,302

Net income	$	62,964		$	56,276		$	44,001	$	119,240		$	91,984

Diluted Earnings Per Share
Net income	$	0.36		$	0.32		$	0.29	$	0.68		$	0.60
Average Common Shares Outstanding
Basic		172,985			174,734			151,878		173,855			151,800
Diluted		173,675			175,368			152,568		174,531			152,483
Common shares outstanding at end of period		172,231			173,979			152,351		172,231			152,351

Balance Sheet (unaudited)

($ in thousands)


	June 30, 2019			March 31, 2019			June 30, 2018
Assets
Federal Reserve Bank account	$	40,945		$	101,033		$	43,889
Money market investments		20,210			10,909			10,359
Investments:
Treasury and government-sponsored agencies		725,327			782,486			647,058
Mortgage-backed securities		2,900,235			2,684,330			1,588,120
States and political subdivisions		1,186,311			1,252,448			1,110,087
Other securities		489,855			498,977			503,920

Total investments		5,301,728			5,218,241			3,849,185

Loans held for sale, at fair value		37,904			14,082			26,198
Loans:
Commercial		3,074,849			3,042,790			2,962,895
Commercial and agriculture real estate		4,993,693			5,023,620			4,451,772
Consumer:
Home equity		553,991			553,264			488,038
Other consumer loans		1,201,847			1,205,418			1,238,951

Subtotal of commercial and consumer loans		9,824,380			9,825,092			9,141,656
Residential real estate		2,222,198			2,243,885			2,153,973

Total loans		12,046,578			12,068,977			11,295,629

Total earning assets		17,447,365			17,413,242			15,225,260

Allowance for loan losses		(56,292	)		(55,559	)		(53,660	)
Non-earning Assets:
Cash and due from banks		239,831			211,174			219,626
Premises and equipment, net		493,481			490,216			449,304
Operating lease right-of-use assets		106,222			109,916			—
Goodwill and other intangible assets		1,104,478			1,108,802			874,221
Company-owned life insurance		445,749			444,551			405,492
Net deferred tax assets		36,002			59,430			90,187
Loan servicing rights		24,332			24,254			24,303
Other assets		304,117			278,394			248,257

Total non-earning assets		2,754,212			2,726,737			2,311,390

Total assets	$	20,145,285		$	20,084,420		$	17,482,990

Liabilities and Equity
Noninterest-bearing demand deposits	$	3,771,888		$	3,903,314		$	3,600,793
Interest-bearing:
Checking and NOW accounts		3,950,161			3,742,241			3,054,302
Savings accounts		2,877,673			2,941,361			3,026,110
Money market accounts		1,819,716			1,780,756			1,090,621
Other time deposits		1,756,814			1,835,110			1,648,390

Total core deposits		14,176,252			14,202,782			12,420,216
Brokered CD’s		186,849			226,488			176,160

Total deposits		14,363,101			14,429,270			12,596,376
Federal funds purchased and interbank borrowings		410,036			325,030			175,044
Securities sold under agreements to repurchase		334,540			342,480			347,511
Federal Home Loan Bank advances		1,730,065			1,719,944			1,757,308
Other borrowings		251,840			251,584			250,241

Total borrowed funds		2,726,481			2,639,038			2,530,104
Operating lease liabilities		110,596			114,040			—
Accrued expenses and other liabilities		141,968			150,200			156,295

Total liabilities		17,342,146			17,332,548			15,282,775
Common stock, surplus, and retained earnings		2,761,102			2,749,252			2,266,918
Accumulated other comprehensive income (loss), net of tax		42,037			2,620			(66,703	)

Total shareholders’ equity		2,803,139			2,751,872			2,200,215

Total liabilities and shareholders’ equity	$	20,145,285		$	20,084,420		$	17,482,990

Average Balance Sheet and Interest Rates (unaudited)

($ in thousands)


	Three Months Ended June 30, 2019								Three Months Ended March 31, 2019								Three Months Ended June 30, 2018
	Average Balance			Income (1)/ Expense		Yield/ Rate			Average Balance			Income (1)/ Expense		Yield/ Rate			Average Balance			Income (1)/ Expense		Yield/ Rate
Earning Assets:
Money market and other interest-earning investments	$	58,321		$	334		2.29	%	$	58,701		$	278		1.92	%	$	51,724		$	117		0.91	%
Investments:
Treasury and government-sponsored agencies		695,775			4,301		2.47	%		705,417			3,902		2.21	%		648,778			3,387		2.09	%
Mortgage-backed securities		2,767,791			18,799		2.72	%		2,497,368			17,603		2.82	%		1,588,140			8,904		2.24	%
States and political subdivisions		1,193,176			11,235		3.77	%		1,232,355			11,453		3.72	%		1,118,395			10,591		3.79	%
Other securities		496,631			4,063		3.27	%		497,604			4,440		3.57	%		507,646			3,909		3.08	%

Total investments		5,153,373			38,398		2.98	%		4,932,744			37,398		3.03	%		3,862,959			26,791		2.77	%

Loans: (2)
Commercial		3,063,590			37,828		4.88	%		3,122,402			36,035		4.62	%		2,873,781			32,527		4.48	%
Commercial and agriculture real estate		5,019,859			72,214		5.69	%		4,989,622			65,076		5.22	%		4,449,839			57,251		5.09	%
Consumer:
Home equity		558,223			7,390		5.31	%		588,366			7,596		5.24	%		492,151			6,076		4.95	%
Other consumer loans		1,201,752			12,408		4.14	%		1,192,496			11,802		4.01	%		1,268,670			11,591		3.66	%

Subtotal commercial and consumer loans		9,843,424			129,840		5.29	%		9,892,886			120,509		4.94	%		9,084,441			107,445		4.74	%
Residential real estate loans		2,247,570			23,780		4.23	%		2,259,243			23,931		4.24	%		2,177,587			22,208		4.08	%

Total loans		12,090,994			153,620		5.05	%		12,152,129			144,440		4.76	%		11,262,028			129,653		4.57	%

Total earning assets	$	17,302,688		$	192,352		4.43	%	$	17,143,574		$	182,116		4.26	%	$	15,176,711		$	156,561		4.11	%

Less: Allowance for loan losses		(56,632	)							(55,789	)							(51,493	)
Non-earning Assets:
Cash and due from banks	$	234,337							$	229,957							$	205,617
Other assets		2,473,255								2,490,524								2,086,822

Total assets	$	19,953,648							$	19,808,266							$	17,417,657

Interest-Bearing Liabilities:
Checking and NOW accounts	$	3,895,881		$	4,196		0.43	%	$	3,693,886		$	3,142		0.34	%	$	3,097,635		$	969		0.13	%
Savings accounts		2,879,704			2,145		0.30	%		2,935,710			2,283		0.32	%		3,036,936			1,777		0.23	%
Money market accounts		1,789,777			3,729		0.84	%		1,702,655			2,826		0.67	%		1,103,177			702		0.26	%
Other time deposits		1,779,770			7,181		1.62	%		1,840,514			7,102		1.56	%		1,615,527			4,813		1.20	%

Total interest-bearing deposits		10,345,132			17,251		0.67	%		10,172,765			15,353		0.61	%		8,853,275			8,261		0.37	%
Brokered CD’s		212,198			1,268		2.40	%		191,443			1,091		2.31	%		194,801			878		1.81	%

Total interest-bearing deposits and CD’s		10,557,330			18,519		0.70	%		10,364,208			16,444		0.64	%		9,048,076			9,139		0.41	%

Federal funds purchased and interbank borrowings		300,810			1,817		2.42	%		316,998			1,918		2.45	%		140,471			647		1.85	%
Securities sold under agreements to repurchase		331,695			671		0.81	%		361,261			662		0.74	%		332,599			434		0.52	%
Federal Home Loan Bank advances		1,695,681			10,039		2.37	%		1,672,376			9,931		2.41	%		1,713,832			8,824		2.07	%
Other borrowings		251,577			2,787		4.43	%		249,794			2,915		4.67	%		249,291			2,729		4.38	%

Total borrowed funds		2,579,763			15,314		2.38	%		2,600,429			15,426		2.41	%		2,436,193			12,634		2.08	%

Total interest-bearing liabilities	$	13,137,093		$	33,833		1.03	%	$	12,964,637		$	31,870		1.00	%	$	11,484,269		$	21,773		0.76	%

Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	3,812,175							$	3,846,828							$	3,602,732
Other liabilities		246,134								282,615								147,052
Shareholders’ equity		2,758,246								2,714,186								2,183,604

Total liabilities and shareholders’ equity	$	19,953,648							$	19,808,266							$	17,417,657

Net interest rate spread							3.40	%							3.26	%							3.35	%
Net interest margin (FTE)							3.66	%							3.51	%							3.55	%
FTE adjustment				$	3,289							$	3,198							$	2,825

(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)


	Six Months Ended June 30, 2019								Six Months Ended June 30, 2018
	Average Balance			Income (1)/ Expense		Yield/ Rate			Average Balance			Income (1)/ Expense		Yield/ Rate
Earning Assets:
Money market and other interest-earning investments	$	58,510		$	612		2.11	%	$	59,089		$	207		0.71	%
Investments:
Treasury and government-sponsored agencies		700,569			8,203		2.34	%		655,897			6,811		2.08	%
Mortgage-backed securities		2,633,326			36,402		2.76	%		1,610,252			18,424		2.29	%
States and political subdivisions		1,212,658			22,688		3.74	%		1,161,386			21,069		3.63	%
Other securities		497,115			8,503		3.42	%		483,685			7,578		3.13	%

Total investments		5,043,668			75,796		3.01	%		3,911,220			53,882		2.76	%

Loans: (2)
Commercial		3,092,833			73,863		4.75	%		2,817,050			60,733		4.29	%
Commercial and agriculture real estate		5,004,824			137,290		5.46	%		4,422,075			113,037		5.08	%
Consumer:
Home equity		573,211			14,987		5.27	%		496,978			11,765		4.77	%
Other consumer loans		1,197,150			24,208		4.08	%		1,307,805			23,730		3.66	%

Subtotal commercial and consumer loans		9,868,018			250,348		5.12	%		9,043,908			209,265		4.67	%
Residential real estate loans		2,253,375			47,712		4.23	%		2,177,003			43,680		4.01	%

Total loans		12,121,393			298,060		4.91	%		11,220,911			252,945		4.50	%

Total earning assets	$	17,223,571		$	374,468		4.34	%	$	15,191,220		$	307,034		4.04	%

Less: Allowance for loan losses		(56,213	)							(51,225	)
Non-earning Assets:
Cash and due from banks	$	232,159							$	202,392
Other assets		2,481,842								2,088,299

Total assets	$	19,881,359							$	17,430,686

Interest-Bearing Liabilities:
Checking and NOW accounts	$	3,795,441		$	7,338		0.39	%	$	3,082,619		$	1,788		0.12	%
Savings accounts		2,907,552			4,428		0.31	%		3,044,748			3,120		0.21	%
Money market accounts		1,746,456			6,555		0.76	%		1,130,939			1,248		0.22	%
Other time deposits		1,809,975			14,283		1.59	%		1,588,884			8,713		1.11	%

Total interest-bearing deposits		10,259,424			32,604		0.64	%		8,847,190			14,869		0.34	%
Brokered CD’s		201,878			2,359		2.36	%		184,975			1,525		1.66	%

Total interest-bearing deposits and CD’s		10,461,302			34,963		0.67	%		9,032,165			16,394		0.37	%

Federal funds purchased and interbank borrowings		308,860			3,735		2.44	%		200,578			1,664		1.67	%
Securities sold under agreements to repurchase		346,396			1,333		0.78	%		337,612			793		0.47	%
Federal Home Loan Bank advances		1,684,093			19,970		2.39	%		1,694,871			16,604		1.98	%
Other borrowings		250,690			5,702		4.55	%		249,062			5,452		4.38	%

Total borrowed funds		2,590,039			30,740		2.39	%		2,482,123			24,513		1.99	%

Total interest-bearing liabilities	$	13,051,341		$	65,703		1.02	%	$	11,514,288		$	40,907		0.72	%

Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	3,829,406							$	3,583,027
Other liabilities		264,274								158,493
Shareholders’ equity		2,736,338								2,174,878

Total liabilities and shareholders’ equity	$	19,881,359							$	17,430,686

Net interest rate spread							3.32	%							3.32	%
Net interest margin (FTE)							3.59	%							3.50	%
FTE adjustment				$	6,487							$	5,592

(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									Six Months Ended
	June 30, 2019			March 31, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Beginning allowance for loan losses	$	55,559		$	55,461		$	50,381		$	55,461		$	50,381
Provision for loan losses		1,003			1,043			2,446			2,046			2,826
Gross charge-offs		(2,876	)		(2,892	)		(3,054	)		(5,769	)		(5,739	)
Gross recoveries		2,606			1,947			3,887			4,554			6,192

Net (charge-offs) recoveries		(270	)		(945	)		833			(1,215	)		453

Ending allowance for loan losses	$	56,292		$	55,559		$	53,660		$	56,292		$	53,660

Net charge-offs (recoveries) / average loans (1)		0.01	%		0.03	%		-0.03	%		0.02	%		-0.01	%
Average loans outstanding (1)	$	12,083,609		$	12,147,560		$	11,257,585		$	12,115,408		$	11,216,684
EOP loans outstanding (1)		12,046,578		$	12,068,977		$	11,295,629		$	12,046,578		$	11,295,629
Allowance for loan losses / EOP loans (1)		0.47	%		0.46	%		0.48	%		0.47	%		0.48	%
Underperforming Assets:
Loans 90 Days and over (still accruing)	$	423		$	560		$	1,575		$	423		$	1,575
Non-performing loans:
Nonaccrual loans (2)		142,421			152,881			139,082			142,421			139,082
Renegotiated loans		19,031			17,123			17,139			19,031			17,139

Total non-performing loans		161,452			170,004			156,221			161,452			156,221

Foreclosed properties		2,819			3,279			3,729			2,819			3,729

Total underperforming assets	$	164,694		$	173,843		$	161,525		$	164,694		$	161,525

Classified and Criticized Assets:
Nonaccrual loans (2)		142,421			152,881			139,082			142,421			139,082
Substandard accruing loans		174,728			210,680			109,051			174,728			109,051
Loans 90 days and over (still accruing)		423			560			1,575			423			1,575

Total classified loans—“problem loans”	$	317,572		$	364,121		$	249,708		$	317,572		$	249,708

Other classified assets		2,550			2,715			3,149			2,550			3,149
Criticized loans—“special mention loans”		220,455			268,836			154,891			220,455			154,891

Total classified and criticized assets	$	540,577		$	635,672		$	407,748		$	540,577		$	407,748

Non-performing loans / EOP loans (1)		1.34	%		1.41	%		1.38	%		1.34	%		1.38	%
Allowance to non-performing loans (3)		35	%		33	%		34	%		35	%		34	%
Under-performing assets / EOP loans (1)		1.37	%		1.44	%		1.43	%		1.37	%		1.43	%
EOP total assets	$	20,145,285		$	20,084,420		$	17,482,990		$	20,145,285		$	17,482,990
Under-performing assets / EOP assets		0.82	%		0.87	%		0.92	%		0.82	%		0.92	%

EOP—End of period actual balances

(1)	Excludes loans held for sale.

(2)	Includes renegotiated loans totaling $24.7 million at June 30, 2019, $27.0 million at March 31, 2019, and $34.0 million at June 30, 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									Six Months Ended
	June 30, 2019			March 31, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Actual End of Period Balances
GAAP shareholders’ equity	$	2,803,139		$	2,751,872		$	2,200,215		$	2,803,139		$	2,200,215
Deduct:
Goodwill		1,036,258			1,036,258			828,804			1,036,258			828,804
Intangibles		68,220			72,544			45,417			68,220			45,417

		1,104,478			1,108,802			874,221			1,104,478			874,221

Tangible shareholders’ equity	$	1,698,661		$	1,643,070		$	1,325,994		$	1,698,661		$	1,325,994

Average Balances
GAAP shareholders’ equity	$	2,758,246		$	2,714,186		$	2,183,604		$	2,736,338		$	2,174,878
Deduct:
Goodwill		1,036,258			1,036,258			828,804			1,036,258			828,474
Intangibles		70,282			74,849			47,052			72,554			49,061

		1,106,540			1,111,107			875,856			1,108,812			877,535

Average tangible shareholders’ equity	$	1,651,706		$	1,603,079		$	1,307,748		$	1,627,526		$	1,297,343

Actual End of Period Balances
GAAP assets	$	20,145,285		$	20,084,420		$	17,482,990		$	20,145,285		$	17,482,990
Add:
Trust overdrafts		29			28			46			29			46
Deduct:
Goodwill		1,036,258			1,036,258			828,804			1,036,258			828,804
Intangibles		68,220			72,544			45,417			68,220			45,417

		1,104,478			1,108,802			874,221			1,104,478			874,221

Tangible assets	$	19,040,836		$	18,975,646		$	16,608,815		$	19,040,836		$	16,608,815

Risk-weighted assets	$	13,996,770		$	13,966,569		$	12,648,732		$	13,996,770		$	12,648,732

GAAP net income	$	62,964		$	56,276		$	44,001		$	119,240		$	91,984
Add:
Amortization of intangibles (net of tax)		3,262			3,373			2,699			6,635			5,550

Tangible net income	$	66,226		$	59,649		$	46,700		$	125,875		$	97,534

Tangible Ratios
Return on tangible common equity		15.59	%		14.52	%		14.09	%		14.82	%		14.71	%
Return on average tangible common equity		16.04	%		14.88	%		14.28	%		15.47	%		15.04	%
Return on tangible assets		1.39	%		1.26	%		1.12	%		1.32	%		1.17	%
Tangible common equity to tangible assets		8.92	%		8.66	%		7.98	%		8.92	%		7.98	%
Tangible common equity to risk-weighted assets		12.14	%		11.76	%		10.48	%		12.14	%		10.48	%
Tangible common book value (1)		9.86			9.44			8.70			9.86			8.70

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 capital	$	1,664,277		$	1,643,496		$	1,371,918		$	1,664,277		$	1,371,918
Deduct:
Tier 1 capital adjustments		—			—			—			—			—

		—			—			—			—			—

Tier 1 common equity	$	1,664,277		$	1,643,496		$	1,371,918		$	1,664,277		$	1,371,918

Risk-weighted assets		13,996,770			13,966,569			12,648,732			13,996,770			12,648,732
Tier 1 common equity to risk-weighted assets		11.89	%		11.77	%		10.85	%		11.89	%		10.85	%