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 3^rd quarter net income increases 36% from a year ago to a record $69.8 million, or $0.41 per share

Evansville, Ind. (October 21, 2019)

Old National Bancorp (NASDAQ: ONB) reports 3Q19 net income of $69.8 million, diluted EPS of $0.41. Adjusted¹ net income of $70.5 million, or $0.41 per diluted share.

CEO COMMENTARY:

“For the 2^nd straight quarter, Old National combined record net income with record loan production, defense of our net interest margin, 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 lower line utilization impacted overall balance sheet growth, activity levels were robust. Our granular loan portfolio and low-risk profile again led to low credit costs, and Old National remains on a path to high-performance.”

THIRD QUARTER HIGHLIGHTS²:


Net Income		• Net income of $69.8 million, an increase of 36% from third quarter of 2018 • Earnings per share of $0.41, an increase of 21% from third quarter of 2018

Net Interest Income/NIM		• Net interest income on a fully taxable equivalent basis was $156.3 million compared to $158.5 million • Net interest margin on a fully taxable equivalent basis was 3.57% compared to 3.66%

Operating Performance		• Pre-provision net revenue¹ (“PPNR”) was $87.6 million • Adjusted PPNR¹was $89.7 million, up 26.5% over third quarter of 2018 • Noninterest expense was $122.6 million • Adjusted noninterest expense¹ was $120.1 million • Efficiency ratio¹ was 56.44% • Adjusted efficiency ratio¹was 55.26%, a 341 basis point improvement from third quarter of 2018

Loans and Credit Quality		• End-of-period total loans³ were $12,075.9 million compared to $12,084.5 million • Third-quarter total commercial production was a record $680 million; September 30 pipeline was a record $2.0 billion • Provision for loan losses was $1.4 million • Net charge-offs were $0.8 million, or 0.03% annualized, compared to net charge-offs of $0.3 million • Non-performing loans were 1.31% of total loans compared to 1.34%

Return Profile & Capital		• Return on average common equity was 9.91% • Return on average tangible common equity¹ was 17.01% • Adjusted return on average tangible common equity¹ was 17.16% • Repurchased 2.2 million shares of common stock during the quarter

Notable Items		• $1.3 million in merger and integration charges • $1.2 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 third-quarter 2019 net income of $69.8 million, or $0.41 per diluted share.

Included in the third quarter were pre-tax charges of $1.3 million for merger and integration activity. Excluding these charges from the current quarter and netting out debt securities gains, adjusted net income was $70.5 million, or $0.41 per diluted share.

LOANS

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

•

Period-end total loans were $12,075.9 million at September 30, 2019, compared to $12,084.5 million at June 30, 2019.

•

Commercial and industrial loans decreased $124.3 million to $2,950.6 million; commercial real estate loans increased $118.4 million to $5,112.1 million; consumer loans decreased $37.5 million to $1,718.3 million.

•

Commercial loan production in the third quarter was $680 million; period-end pipeline totaled $2.0 billion.

•

On average, total loans in the third quarter were $12,073.8 million, down from $12,091.0 million in the second quarter of 2019.

DEPOSITS

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

•

Period-end total deposits were $14,448.4 million at September 30, 2019, an increase of $85.3 million from the second quarter of 2019.

•

On average, total deposits in the third quarter were $14,330.5 million, compared to $14,369.5 million in the second quarter of 2019.

NET INTEREST INCOME AND MARGIN

Net interest income and margin lower with decline in interest collected on nonaccrual loans and mix shift partially offset by higher accretion and higher day count.

•

Net interest income decreased to $153.1 million in the third quarter of 2019 from $155.2 million in the second quarter of 2019.

•

The net interest margin on a fully taxable equivalent basis decreased 9 basis points to 3.57% compared to 3.66% in the second quarter of 2019.

•

Accretion income was $13.4 million, or 31 basis points of net interest margin, in the third quarter of 2019 compared to $11.8 million, or 27 basis points of net interest margin, in the second quarter of 2019. In the third quarter of 2019, accretion income was 6.4% of adjusted total revenue.

•

Interest collected on nonaccrual loans was $2.0 million, or 5 basis points of net interest margin, in the third quarter of 2019 compared to $5.7 million, or 13 basis points of net interest margin, in the second quarter of 2019.

•

The cost of total deposits remained flat at 0.52% in the third quarter of 2019 while the cost of total interest-bearing deposits increased just 1 basis point to 0.71%.

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 third quarter of $0.8 million, or 0.03% of total average loans, and 30-89 day delinquencies of 0.21%.

•

Provision expense was $1.4 million in the third quarter compared to $1.0 million in the second quarter.

•

Non-performing loans decreased as a percentage of total loans to 1.31%.

•

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 September 30, 2019, the remaining discount on these acquired loans was $87.1 million.

•

The allowance for loan losses was $56.9 million, or 0.47% of total loans at September 30, 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 increased due to increases in mortgage banking revenue and capital markets fees.

•

Total noninterest income for the third quarter of 2019 was $53.9 million, an increase of $2.7 million from the second quarter of 2019.

•

Mortgage banking revenue increased $1.7 million and capital markets income increased $1.4 million when compared to the second quarter of 2019.

NONINTEREST EXPENSE

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

•

Noninterest expense for the third quarter of 2019 was $122.6 million and included $1.3 million in merger & integration charges and $1.2 million in tax credit amortization.

•

Excluding these items, adjusted noninterest expense for the third quarter was $120.1 million, compared to the $124.3 million in adjusted noninterest expense in the second quarter of 2019.

•

The third quarter efficiency ratio was 56.44%, while the adjusted efficiency ratio was 55.26%.

INCOME TAXES

•

On a fully taxable-equivalent basis, income tax expense in the third quarter was $16.4 million, resulting in a 19.1% FTE tax rate.

•

Income tax expense included $1.8 million in tax credit benefit.

CAPITAL

Strong quarterly earnings drove capital ratios higher.

•

At the end of the third quarter, total risk-based capital was 13.0% and regulatory tier 1 capital was 12.0%.

•

Tangible common equity to tangible assets was 8.95% at the end of the third quarter compared to 8.92% in the second quarter of 2019.

•

The Company repurchased 2.2 million shares of common stock during the third quarter with a weighted average price of $16.80 per share, excluding commissions.

NON-GAAP RECONCILIATIONS


($ in millions, except EPS, shares in 000s)	3Q19			Adjustments⁴			Adjusted 3Q19
Total Revenues (FTE)	$	210.2		($	0.4	)	$	209.8
Less: Provision for Loan Losses		(1.4	)		—			(1.4	)
Less: Noninterest Expenses		(122.6	)		1.3			(121.3	)

Income before Income Taxes (FTE)	$	86.2		$	0.9		$	87.1
Income Taxes		16.4			0.2			16.6

Net Income	$	69.8		$	0.7		$	70.5

Average Shares Outstanding		171,551			—			171,551
Earnings Per Share - Diluted	$	0.41		$	—		$	0.41

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


($ in millions)	3Q19			2Q19
Net Interest Income	$	153.1		$	155.2
Add: FTE Adjustment		3.2			3.3

Net Interest Income (FTE)	$	156.3		$	158.5

Average Earning Assets	$	17,510.5		$	17,302.7
Net Interest Margin (FTE)		3.57	%		3.66	%


($ in millions)	3Q19			2Q19
Net Interest Income	$	153.1		$	155.2
Add: FTE Adjustment		3.2			3.3

Net Interest Income (FTE)	$	156.3		$	158.5
Add: Total Noninterest Income		53.9			51.2
Less: Noninterest Expense		122.6			128.1

Pre-Provision Net Revenue	$	87.6		$	81.6
Less: Debt Securities Gains/Losses		(0.4	)		(1.2	)
Add: Merger and Integration Charges		1.3			3.2
Add: Amortization of Tax Credit Investments		1.2			0.6

Adjusted Pre-Provision Net Revenue	$	89.7		$	84.2


($ in millions)	3Q19			2Q19			3Q18
Noninterest Expense	$	122.6		$	128.1		$	119.4
Less: Merger and Integration Charges		(1.3	)		(3.2	)		(1.7	)
Less: Branch Action Charges & Severance		—			—			(0.1	)

Noninterest Expense less Charges	$	121.3		$	124.9		$	117.6
Less: Amortization of Tax Credit Investments		(1.2	)		(0.6	)		(9.2	)

Adjusted Noninterest Expense	$	120.1		$	124.3		$	108.4
Less: Intangible Amortization		(4.2	)		(4.3	)		(3.3	)

Adjusted Noninterest Expense Less Intangible Amortization	$	115.9		$	120.0		$	105.1

Net Interest Income	$	153.1		$	155.2		$	130.8
FTE Adjustment		3.2			3.3			2.8

Net Interest Income (FTE)	$	156.3		$	158.5		$	133.6
Total Noninterest Income		53.9			51.2			46.0

Total Revenue (FTE)	$	210.2		$	209.7		$	179.6
Less: Debt Securities Gains/Losses		(0.4	)		(1.2	)		(0.1	)
Less: Gain on Branch Actions		—			—			(0.2	)

Adjusted Total Revenue (FTE)	$	209.8		$	208.5		$	179.3

Efficiency Ratio		56.44	%		59.35	%		64.71	%
Adjusted Efficiency Ratio		55.26	%		57.52	%		58.67	%
Operating Leverage⁵ (basis points)		1,440
Adjusted Operating Leverage⁶ (basis points)		624

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)	3Q19			2Q19
Net Income	$	69.8		$	63.0
Add: Intangible Amortization (net of tax⁷)		3.1			3.2

Tangible Net Income	$	72.9		$	66.2
Less: Securities Gains/Losses (net of tax⁷)		(0.3	)		(0.9	)
Add: Merger & Integration Charges (net of tax⁷)		1.0			2.4

Adjusted Tangible Net Income	$	73.6		$	67.7


Average Total Shareholders’ Equity	$	2,817.5		$	2,758.3
Less: Average Goodwill		(1,036.3	)		(1,036.3	)
Less: Average Intangibles		(66.0	)		(70.3	)

Average Tangible Shareholders’ Equity	$	1,715.2		$	1,651.7

Return on Average Tangible Common Equity		17.01	%		16.04	%
Adjusted Return on Average Tangible Common Equity		17.16	%		16.41	%

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, October 21, 2019, to review third 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 October 21 through November 4. To access the replay, dial 1-855-859-2056, Conference ID Code 1869785.

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 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: 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, 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 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									Nine Months Ended
	September 30, 2019			June 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Income Statement
Net interest income	$	153,096		$	155,230		$	130,842		$	455,374		$	391,377
Provision for loan losses		1,437			1,003			750			3,483			3,576
Noninterest income		53,961			51,214			45,957			151,591			137,151
Noninterest expense		122,585			128,118			119,376			373,744			366,993
Net income		69,781			62,964			51,348			189,021			143,332

Per Common Share Data
Net income (diluted)	$	0.41		$	0.36		$	0.34		$	1.09		$	0.94
Average diluted shares outstanding		171,551			173,675			152,784			173,527			152,616
Book value		16.66			16.28			14.58			16.66			14.58
Stock price		17.20			16.59			19.30			17.20			19.30
Dividend payout ratio		32	%		35	%		38	%		35	%		41	%
Tangible common book value (1)		10.18			9.86			8.86			10.18			8.86

Performance Ratios
Return on average assets		1.39	%		1.26	%		1.18	%		1.26	%		1.10	%
Return on average common equity		9.91	%		9.13	%		9.28	%		9.12	%		8.74	%
Return on average tangible common equity (1)		17.01	%		16.04	%		16.10	%		16.00	%		15.40	%
Net interest margin (FTE)		3.57	%		3.66	%		3.51	%		3.58	%		3.51	%
Efficiency ratio (2)		56.44	%		59.35	%		64.71	%		58.65	%		66.74	%
Net charge-offs (recoveries) to average loans		0.03	%		0.01	%		0.06	%		0.02	%		0.01	%
Allowance for loan losses to ending loans		0.47	%		0.47	%		0.47	%		0.47	%		0.47	%
Non-performing loans to ending loans		1.31	%		1.34	%		1.47	%		1.31	%		1.47	%

Balance Sheet
Total loans	$	12,017,648		$	12,046,578		$	11,292,659		$	12,017,648		$	11,292,659
Total assets		20,438,788			20,145,285			17,567,759			20,438,788			17,567,759
Total deposits		14,448,352			14,363,101			12,598,200			14,448,352			12,598,200
Total borrowed funds		2,831,863			2,726,481			2,576,039			2,831,863			2,576,039
Total shareholders’ equity		2,832,530			2,803,139			2,220,680			2,832,530			2,220,680

Capital Ratios (1)
Risk-based capital ratios (EOP):
Tier 1 common equity		12.0	%		11.9	%		11.1	%		12.0	%		11.1	%
Tier 1		12.0	%		11.9	%		11.1	%		12.0	%		11.1	%
Total		13.0	%		12.8	%		12.1	%		13.0	%		12.1	%
Leverage ratio (to average assets)		8.8	%		8.8	%		8.6	%		8.8	%		8.6	%

Total equity to assets (averages)		13.98	%		13.82	%		12.69	%		13.84	%		12.55	%
Tangible common equity to tangible assets		8.95	%		8.92	%		8.08	%		8.95	%		8.08	%

Nonfinancial Data
Full-time equivalent employees		2,778			2,829			2,554			2,778			2,554
Number of branches		192			192			182			192			182

(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								Nine Months Ended
	September 30, 2019			June 30, 2019			September 30, 2018		September 30, 2019			September 30, 2018
Interest income	$	185,853		$	189,063		$	155,369	$	553,834		$	456,811
Less: interest expense		32,757			33,833			24,527		98,460			65,434

Net interest income		153,096			155,230			130,842		455,374			391,377
Provision for loan losses		1,437			1,003			750		3,483			3,576

Net interest income after provision for loan losses		151,659			154,227			130,092		451,891			387,801
Wealth management fees		9,160			9,909			9,022		27,604			27,794
Service charges on deposit accounts		11,860			11,515			11,028		34,201			32,552
Debit card and ATM fees		5,370			5,419			4,706		16,292			14,651
Mortgage banking revenue		8,850			7,135			4,348		20,996			13,729
Investment product fees		5,244			5,591			5,073		16,106			15,170
Capital markets income		4,560			3,150			2,700		10,227			4,094
Company-owned life insurance		2,703			2,711			2,958		8,602			7,993
Other income		5,900			4,716			5,986		16,318			18,702
Gains (losses) on sales of debt securities		424			1,165			135		1,486			2,417
Gains (losses) on derivatives		(110	)		(97	)		1		(241	)		49

Total noninterest income		53,961			51,214			45,957		151,591			137,151
Salaries and employee benefits		71,729			71,566			63,158		214,478			193,929
Occupancy		11,934			14,559			12,578		41,071			38,731
Equipment		3,954			4,517			3,652		12,945			10,945
Marketing		4,105			4,439			3,406		12,267			11,065
Data processing		8,961			10,207			8,628		28,509			26,752
Communication		2,349			2,849			2,473		8,252			8,309
Professional fees		5,037			4,921			3,235		12,868			8,888
Loan expenses		1,811			1,657			1,564		5,380			5,151
FDIC assessment		960			1,454			2,722		4,501			8,528
Amortization of intangibles		4,168			4,325			3,283		12,965			10,308
Amortization of tax credit investments		1,211			568			9,233		2,039			21,807
Other expense		6,366			7,056			5,444		18,469			22,580

Total noninterest expense		122,585			128,118			119,376		373,744			366,993
Income before income taxes		83,035			77,323			56,673		229,738			157,959
Income tax expense		13,254			14,359			5,325		40,717			14,627

Net income	$	69,781		$	62,964		$	51,348	$	189,021		$	143,332

Diluted Earnings Per Share
Net income	$	0.41		$	0.36		$	0.34	$	1.09		$	0.94

Average Common Shares Outstanding
Basic		170,746			172,985			151,930		172,807			151,844
Diluted		171,551			173,675			152,784		173,527			152,616
Common shares outstanding at end of period		170,031			172,231			152,352		170,031			152,352

Balance Sheet (unaudited)

($ in thousands)


	September 30, 2019			June 30, 2019			September 30, 2018
Assets
Federal Reserve Bank account	$	80,018		$	40,945		$	65,878
Money market investments		19,410			20,210			5,859
Investments:
Treasury and government-sponsored agencies		524,919			725,327			690,709
Mortgage-backed securities		3,248,367			2,900,235			1,640,254
States and political subdivisions		1,231,248			1,186,311			1,099,535
Other securities		490,389			489,855			496,199

Total investments		5,494,923			5,301,728			3,926,697

Loans held for sale, at fair value		58,285			37,904			21,384
Loans:
Commercial		2,950,559			3,074,849			2,949,277
Commercial and agriculture real estate		5,112,123			4,993,693			4,481,554
Consumer:
Home equity		555,905			553,991			498,325
Other consumer loans		1,162,438			1,201,847			1,197,300

Subtotal of commercial and consumer loans		9,781,025			9,824,380			9,126,456
Residential real estate		2,236,623			2,222,198			2,166,203

Total loans		12,017,648			12,046,578			11,292,659

Total earning assets		17,670,284			17,447,365			15,312,477

Allowance for loan losses		(56,910	)		(56,292	)		(52,713	)
Non-earning Assets:
Cash and due from banks		320,822			239,831			215,024
Premises and equipment, net		492,065			493,481			450,253
Operating lease right-of-use assets		102,976			106,222			—
Goodwill and other intangible assets		1,101,045			1,104,478			870,938
Company-owned life insurance		447,110			445,749			405,245
Net deferred tax assets		26,523			36,002			94,667
Loan servicing rights		24,623			24,332			24,336
Other assets		310,250			304,117			247,532

Total non-earning assets		2,825,414			2,754,212			2,307,995

Total assets	$	20,438,788		$	20,145,285		$	17,567,759

Liabilities and Equity
Noninterest-bearing demand deposits	$	3,996,264		$	3,771,888		$	3,588,370
Interest-bearing:
Checking and NOW accounts		3,936,318			3,950,161			3,011,544
Savings accounts		2,863,718			2,877,673			2,920,712
Money market accounts		1,821,989			1,819,716			1,185,439
Other time deposits		1,704,238			1,756,814			1,667,055

Total core deposits		14,322,527			14,176,252			12,373,120
Brokered CD’s		125,825			186,849			225,080

Total deposits		14,448,352			14,363,101			12,598,200
Federal funds purchased and interbank borrowings		240,589			410,036			450,031
Securities sold under agreements to repurchase		337,551			334,540			319,831
Federal Home Loan Bank advances		2,001,960			1,730,065			1,554,515
Other borrowings		251,763			251,840			251,662

Total borrowed funds		2,831,863			2,726,481			2,576,039
Operating lease liabilities		107,272			110,596			—
Accrued expenses and other liabilities		218,771			141,968			172,840

Total liabilities		17,606,258			17,342,146			15,347,079
Common stock, surplus, and retained earnings		2,774,016			2,761,102			2,300,610
Accumulated other comprehensive income (loss), net of tax		58,514			42,037			(79,930	)

Total shareholders’ equity		2,832,530			2,803,139			2,220,680

Total liabilities and shareholders’ equity	$	20,438,788		$	20,145,285		$	17,567,759

Average Balance Sheet and Interest Rates (unaudited)

($ in thousands)


	Three Months Ended September 30, 2019								Three Months Ended June 30, 2019								Three Months Ended September 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	$	63,142		$	528		3.32	%	$	58,321		$	334		2.29	%	$	35,928		$	140		1.54	%
Investments:
Treasury and government-sponsored agencies		682,940			4,341		2.54	%		695,775			4,301		2.47	%		685,919			3,748		2.19	%
Mortgage-backed securities		3,019,322			18,589		2.46	%		2,767,791			18,799		2.72	%		1,595,630			9,381		2.35	%
States and political subdivisions		1,172,017			10,896		3.72	%		1,193,176			11,235		3.77	%		1,103,347			10,110		3.67	%
Other securities		499,308			4,049		3.24	%		496,631			4,063		3.27	%		500,837			4,116		3.29	%

Total investments		5,373,587			37,875		2.82	%		5,153,373			38,398		2.98	%		3,885,733			27,355		2.82	%

Loans: (2)
Commercial		3,018,638			35,428		4.59	%		3,063,590			37,828		4.88	%		2,928,744			33,381		4.46	%
Commercial and agriculture real estate		5,037,909			71,604		5.56	%		5,019,859			72,214		5.69	%		4,465,105			57,377		5.03	%
Consumer:
Home equity		557,607			7,102		5.05	%		558,223			7,390		5.31	%		495,161			6,070		4.86	%
Other consumer loans		1,175,900			12,226		4.13	%		1,201,752			12,408		4.14	%		1,215,583			11,263		3.68	%

Subtotal commercial and consumer loans		9,790,054			126,360		5.12	%		9,843,424			129,840		5.29	%		9,104,593			108,091		4.71	%
Residential real estate loans		2,283,704			24,261		4.25	%		2,247,570			23,780		4.23	%		2,187,130			22,536		4.12	%

Total loans		12,073,758			150,621		4.91	%		12,090,994			153,620		5.05	%		11,291,723			130,627		4.56	%

Total earning assets	$	17,510,487		$	189,024		4.27	%	$	17,302,688		$	192,352		4.43	%	$	15,213,384		$	158,122		4.11	%

Less: Allowance for loan losses		(56,894	)							(56,632	)							(53,734	)
Non-earning Assets:
Cash and due from banks	$	264,145							$	234,337							$	205,446
Other assets		2,429,466								2,473,255								2,068,469

Total assets	$	20,147,204							$	19,953,648							$	17,433,565

Interest-Bearing Liabilities:
Checking and NOW accounts	$	3,895,654		$	4,448		0.45	%	$	3,895,881		$	4,196		0.43	%	$	3,026,289		$	1,180		0.15	%
Savings accounts		2,855,401			2,128		0.30	%		2,879,704			2,145		0.30	%		2,974,147			2,119		0.28	%
Money market accounts		1,822,698			4,017		0.87	%		1,789,777			3,729		0.84	%		1,153,906			1,254		0.43	%
Other time deposits		1,733,492			7,016		1.61	%		1,779,770			7,181		1.62	%		1,669,039			5,780		1.37	%

Total interest-bearing deposits		10,307,245			17,609		0.68	%		10,345,132			17,251		0.67	%		8,823,381			10,333		0.46	%
Brokered CD’s		181,425			1,098		2.40	%		212,198			1,268		2.40	%		178,283			856		1.90	%

Total interest-bearing deposits and CD’s		10,488,670			18,707		0.71	%		10,557,330			18,519		0.70	%		9,001,664			11,189		0.49	%

Federal funds purchased and interbank borrowings		254,971			1,484		2.31	%		300,810			1,817		2.42	%		238,514			1,191		1.98	%
Securities sold under agreements to repurchase		340,158			715		0.83	%		331,695			671		0.81	%		352,998			535		0.60	%
Federal Home Loan Bank advances		1,889,407			9,123		1.92	%		1,695,681			10,039		2.37	%		1,624,661			8,880		2.17	%
Other borrowings		251,817			2,728		4.33	%		251,577			2,787		4.43	%		250,255			2,732		4.37	%

Total borrowed funds		2,736,353			14,050		2.04	%		2,579,763			15,314		2.38	%		2,466,428			13,338		2.15	%

Total interest-bearing liabilities	$	13,225,023		$	32,757		0.98	%	$	13,137,093		$	33,833		1.03	%	$	11,468,092		$	24,527		0.85	%

Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	3,841,867							$	3,812,175							$	3,596,159
Other liabilities		262,862								246,134								156,614
Shareholders’ equity		2,817,452								2,758,246								2,212,700

Total liabilities and shareholders’ equity	$	20,147,204							$	19,953,648							$	17,433,565

Net interest rate spread							3.29	%							3.40	%							3.26	%
Net interest margin (FTE)							3.57	%							3.66	%							3.51	%
FTE adjustment				$	3,171							$	3,289							$	2,753

(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)


	Nine Months Ended September 30, 2019								Nine Months Ended September 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	$	60,071		$	1,140		2.54	%	$	51,284		$	347		0.90	%
Investments:
Treasury and government-sponsored agencies		694,628			12,544		2.41	%		666,015			10,559		2.11	%
Mortgage-backed securities		2,763,406			54,991		2.65	%		1,605,324			27,805		2.31	%
States and political subdivisions		1,198,962			33,584		3.73	%		1,141,827			31,179		3.64	%
Other securities		497,854			12,553		3.36	%		489,465			11,694		3.19	%

Total investments		5,154,850			113,672		2.94	%		3,902,631			81,237		2.78	%

Loans: (2)
Commercial		3,067,830			109,290		4.70	%		2,854,691			94,114		4.35	%
Commercial and agriculture real estate		5,015,973			208,894		5.49	%		4,436,576			170,414		5.07	%
Consumer:
Home equity		567,953			22,089		5.20	%		496,365			17,834		4.80	%
Other consumer loans		1,189,988			36,436		4.09	%		1,276,727			34,994		3.66	%

Subtotal commercial and consumer loans		9,841,744			376,709		5.12	%		9,064,359			317,356		4.68	%
Residential real estate loans		2,263,595			71,972		4.24	%		2,180,416			66,216		4.05	%

Total loans		12,105,339			448,681		4.91	%		11,244,775			383,572		4.52	%

Total earning assets	$	17,320,260		$	563,493		4.32	%	$	15,198,690		$	465,156		4.06	%

Less: Allowance for loan losses		(56,442	)							(52,070	)
Non-earning Assets:
Cash and due from banks	$	242,938							$	203,421
Other assets		2,464,192								2,081,615

Total assets	$	19,970,948							$	17,431,656

Interest-Bearing Liabilities:
Checking and NOW accounts	$	3,829,213		$	11,786		0.41	%	$	3,063,636		$	2,969		0.13	%
Savings accounts		2,889,977			6,556		0.30	%		3,020,955			5,239		0.23	%
Money market accounts		1,772,150			10,572		0.80	%		1,138,679			2,502		0.29	%
Other time deposits		1,784,200			21,299		1.60	%		1,615,896			14,493		1.20	%

Total interest-bearing deposits		10,275,540			50,213		0.65	%		8,839,166			25,203		0.38	%
Brokered CD’s		194,985			3,457		2.37	%		182,720			2,380		1.74	%

Total interest-bearing deposits and CD’s		10,470,525			53,670		0.69	%		9,021,886			27,583		0.41	%

Federal funds purchased and interbank borrowings		290,699			5,219		2.40	%		213,362			2,855		1.79	%
Securities sold under agreements to repurchase		344,294			2,048		0.80	%		342,797			1,328		0.52	%
Federal Home Loan Bank advances		1,753,283			29,093		2.22	%		1,671,211			25,484		2.04	%
Other borrowings		251,070			8,430		4.48	%		249,464			8,184		4.37	%

Total borrowed funds		2,639,346			44,790		2.27	%		2,476,834			37,851		2.04	%

Total interest-bearing liabilities	$	13,109,871		$	98,460		1.00	%	$	11,498,720		$	65,434		0.76	%

Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	3,833,605							$	3,587,453
Other liabilities		263,799								157,859
Shareholders’ equity		2,763,673								2,187,624

Total liabilities and shareholders’ equity	$	19,970,948							$	17,431,656

Net interest rate spread							3.32	%							3.30	%
Net interest margin (FTE)							3.58	%							3.51	%
FTE adjustment				$	9,659							$	8,345

(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									Nine Months Ended
	September 30, 2019			June 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Beginning allowance for loan losses	$	56,292		$	55,559		$	53,660		$	55,461		$	50,381
Provision for loan losses		1,437			1,003			750			3,483			3,576
Gross charge-offs		(2,716	)		(2,876	)		(4,261	)		(8,485	)		(10,000	)
Gross recoveries		1,897			2,606			2,564			6,451			8,756

Net (charge-offs) recoveries		(819	)		(270	)		(1,697	)		(2,034	)		(1,244	)

Ending allowance for loan losses	$	56,910		$	56,292		$	52,713		$	56,910		$	52,713


Net charge-offs (recoveries) / average loans (1)		0.03	%		0.01	%		0.06	%		0.02	%		0.01	%

Average loans outstanding (1)	$	12,061,705		$	12,083,609		$	11,284,531		$	12,097,310		$	11,239,549

EOP loans outstanding (1)		12,017,648		$	12,046,578		$	11,292,659		$	12,017,648		$	11,292,659

Allowance for loan losses / EOP loans (1)		0.47	%		0.47	%		0.47	%		0.47	%		0.47	%

Underperforming Assets:
Loans 90 Days and over (still accruing)	$	703		$	423		$	980		$	703		$	980

Non-performing loans:
Nonaccrual loans (2)		138,498			142,421			148,816			138,498			148,816
Renegotiated loans		18,884			19,031			17,547			18,884			17,547

Total non-performing loans		157,382			161,452			166,363			157,382			166,363

Foreclosed properties		2,941			2,819			3,563			2,941			3,563

Total underperforming assets	$	161,026		$	164,694		$	170,906		$	161,026		$	170,906


Classified and Criticized Assets:
Nonaccrual loans (2)		138,498			142,421			148,816			138,498			148,816
Substandard accruing loans		145,987			174,728			107,257			145,987			107,257
Loans 90 days and over (still accruing)		703			423			980			703			980

Total classified loans - “problem loans”	$	285,188		$	317,572		$	257,053		$	285,188		$	257,053

Other classified assets		2,556			2,550			3,070			2,556			3,070
Criticized loans - “special mention loans”		233,519			220,455			181,165			233,519			181,165

Total classified and criticized assets	$	521,263		$	540,577		$	441,288		$	521,263		$	441,288


Non-performing loans / EOP loans (1)		1.31	%		1.34	%		1.47	%		1.31	%		1.47	%

Allowance to non-performing loans (3)		36	%		35	%		32	%		36	%		32	%

Under-performing assets / EOP loans (1)		1.34	%		1.37	%		1.51	%		1.34	%		1.51	%

EOP total assets	$	20,438,788		$	20,145,285		$	17,567,759		$	20,438,788		$	17,567,759

Under-performing assets / EOP assets		0.79	%		0.82	%		0.97	%		0.79	%		0.97	%

EOP - End of period actual balances

(1)	Excludes loans held for sale.

(2)	Includes renegotiated loans totaling $21.8 million at September 30, 2019, $24.7 million at June 30, 2019, and $29.9 million at September 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									Nine Months Ended
	September 30, 2019			June 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Actual End of Period Balances
GAAP shareholders’ equity	$	2,832,530		$	2,803,139		$	2,220,680		$	2,832,530		$	2,220,680

Deduct:
Goodwill		1,036,994			1,036,258			828,804			1,036,994			828,804
Intangibles		64,051			68,220			42,134			64,051			42,134

		1,101,045			1,104,478			870,938			1,101,045			870,938

Tangible shareholders’ equity	$	1,731,485		$	1,698,661		$	1,349,742		$	1,731,485		$	1,349,742

Average Balances
GAAP shareholders’ equity	$	2,817,452		$	2,758,246		$	2,212,700		$	2,763,673		$	2,187,624

Deduct:
Goodwill		1,036,306			1,036,258			828,804			1,036,274			828,585
Intangibles		66,047			70,282			43,685			70,361			47,249

		1,102,353			1,106,540			872,489			1,106,635			875,834

Average tangible shareholders’ equity	$	1,715,099		$	1,651,706		$	1,340,211		$	1,657,038		$	1,311,790

Actual End of Period Balances
GAAP assets	$	20,438,788		$	20,145,285		$	17,567,759		$	20,438,788		$	17,567,759

Add:
Trust overdrafts		24			29			118			24			118

Deduct:
Goodwill		1,036,994			1,036,258			828,804			1,036,994			828,804
Intangibles		64,051			68,220			42,134			64,051			42,134

		1,101,045			1,104,478			870,938			1,101,045			870,938

Tangible assets	$	19,337,767		$	19,040,836		$	16,696,939		$	19,337,767		$	16,696,939

Risk-weighted assets	$	13,975,295		$	13,996,770		$	12,715,665		$	13,975,295		$	12,715,665

GAAP net income	$	69,781		$	62,964		$	51,348		$	189,021		$	143,332

Add:
Amortization of intangibles (net of tax)		3,145			3,262			2,593			9,780			8,143

Tangible net income	$	72,926		$	66,226		$	53,941		$	198,801		$	151,475

Tangible Ratios
Return on tangible common equity		16.85	%		15.59	%		15.99	%		15.31	%		14.96	%
Return on average tangible common equity		17.01	%		16.04	%		16.10	%		16.00	%		15.40	%
Return on tangible assets		1.51	%		1.39	%		1.29	%		1.37	%		1.21	%
Tangible common equity to tangible assets		8.95	%		8.92	%		8.08	%		8.95	%		8.08	%
Tangible common equity to risk-weighted assets		12.39	%		12.14	%		10.61	%		12.39	%		10.61	%
Tangible common book value (1)		10.18			9.86			8.86			10.18			8.86

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	$	1,681,457		$	1,664,277		$	1,409,775		$	1,681,457		$	1,409,775

Deduct:
Tier 1 capital adjustments		—			—			—			—			—

		—			—			—			—			—

Tier 1 common equity	$	1,681,457		$	1,664,277		$	1,409,775		$	1,681,457		$	1,409,775

Risk-weighted assets		13,975,295			13,996,770			12,715,665			13,975,295			12,715,665
Tier 1 common equity to risk-weighted assets		12.03	%		11.89	%		11.09	%		12.03	%		11.09	%