GlobeNewswire Inc | Jan 19, 2021 08:00AM EST

January 19, 2021

EVANSVILLE, Ind., Jan. 19, 2021 (GLOBE NEWSWIRE) --

Old National Bancorp (NASDAQ: ONB) reports 4Q20 net income of $74.1 million,diluted EPS of $0.44.Adjusted^1 net income of $76.6million, or $0.46 per diluted share.Full-Year 2020 net income of $226.4million, or $1.36 per diluted share.Adjusted^1 Full-Year net income of $250.3million, or $1.50 per diluted share.

CEO COMMENTARY

"Our 4th quarter success capped a very strong year of earnings as our teammembers worked with passion and resiliency to serve our clients," said Chairmanand CEO Jim Ryan. "Another significant factor was the successful implementationof our ONB Way growth strategy in 2020, which enabled us to effectively andefficiently serve all client segments with streamlined processes and enhancedtechnology. This led to a phenomenal year of commercial loan production andoutstanding performance."

FOURTH QUARTER HIGHLIGHTS2:

Net income ? Net income of $74.1 million ? Earnings per diluted share of $0.44 Net ? Net interest income on a fully taxable equivalent basis ofinterest $164.6 million compared to $149.0millionincome/NIM ? Net interest margin on a fully taxable equivalent basis of 3.26% compared to 3.03% ? Pre-provision net revenue^1 (?PPNR?) of $80.8 million ? Adjusted PPNR^1 of $94.0 million, up 27.2% over fourth quarterOperating of 2019Performance ? Noninterest expense of $142.3million ? Adjusted noninterest expense^1 of $128.8million ? Efficiency ratio^1 of 62.37% ? Adjusted efficiency ratio^1 of 56.35% ? End-of-period total loans^3 of $13,849.7million compared to $13,977.6million ? Total commercial loans increased $473.1 million, excluding theLoans and $536.2 million decline in PPP loansCredit ? Fourth-quarter total commercial production of $1,197.1 millionQuality ? Provision for credit losses was a recapture of $1.1million ? December 31 pipeline of $2.1 billion ? Net recoveries of $1.1 million compared to net recoveries of $3.0 million ? Non-performing loans of 1.20% of total loans compared to 1.15% ? Return on average common equity of 10.11%Return ? Return on average tangible common equity^1 of 16.57%Profile ? Adjusted return on average tangible common equity^1 of 17.08%& Capital ? No shares of common stock were repurchased during the current quarter Notable ? $3.6 million in ONB Way chargesItems ? $9.9million 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 fourth quarter 2020 net income of $74.1million, or $0.44 per diluted share.

Included in the fourth quarter were pre-tax charges of $3.6million for the ONB Way. Excluding these charges from the current quarter and netting out debt securities gains, adjusted net income was $76.6 million, or $0.46 per diluted share.

LOANSStrong commercial production continued; PPP loan forgiveness accelerated.

-- Period-end total loans were $13,849.7million at December31, 2020, a decrease of $127.9million, or 3.7% annualized, when compared to the $13,977.6million at September 30, 2020. -- Excluding the $536.2 million decline in PPP loans during the quarter, total loans increased $408.3 million, or 13.1% annualized. -- Excluding PPP loans, commercial and industrial loans increased $228.1 million, or 32.8% annualized. -- Commercial real estate loans increased $245.0million to $5,946.5million, or 17.2% annualized growth. -- Total commercial loan production in the fourth quarter was $1,197.1 million; period-end pipeline totaled $2.1 billion. -- Consumer loans decreased $26.0 million to $1,635.1million and residential mortgage loans decreased $16.9million to $2,248.4million. -- Average total loans in the fourth quarter were $13,927.7 million, an increase of $78.8million from the third quarter of 2020. -- Excluding PPP loans, average total loans in the fourth quarter increased $333.9 million from the third quarter of 2020.

DEPOSITSA low-cost core deposit franchise continues to be one of Old Nationals strengths.

-- Period-end total deposits were $17,037.5million at December31, 2020, an increase of $531.0million, or 12.9% annualized, when compared to the $16,506.5 million at September 30, 2020. -- Interest-bearing checking deposits increased $288.6 million to $4,877.0million at December31, 2020. -- Noninterest-bearing deposits increased $170.7 million to $5,633.7 million at December31, 2020 from $5,463.0 million at September 30, 2020. -- On average, total deposits in the fourth quarter were $16,810.6million, compared to $16,436.8million in the third quarter of 2020.

NET INTEREST INCOME AND MARGINNet interest income and margin benefit from accelerated PPP loan forgiveness; deposit and funding costs continue to decline.

-- Net interest income increased to $161.1million in the fourth quarter of 2020. -- The net interest margin on a fully taxable equivalent basis increased 23 basis points to 3.26% compared to 3.03% in the third quarter of 2020. -- PPP interest and net fees combined were $22.6 million, or 26 basis points of net interest margin, in the fourth quarter of 2020 compared to $8.8 million, or a 5 basis points reduction to the net interest margin, in the third quarter of 2020. -- Accretion income was $5.4million, or 10 basis points of net interest margin, in the fourth quarter of 2020 compared to $5.4million, or 11 basis points of net interest margin, in the third quarter of 2020. In the fourth quarter of 2020, accretion income was 2.4% of adjusted total revenue. -- Interest collected on nonaccrual loans was $0.9 million, or 2 basis points of net interest margin, in the fourth quarter of 2020 compared to $1.0million, or 2 basis point of net interest margin, in the third quarter of 2020. -- The cost of total deposits declined 4 basis points to 0.09% in the fourth quarter of 2020 while the cost of total interest-bearing deposits decreased 6 basis points to 0.13%.

CREDIT QUALITYStrong credit quality remains a hallmark of the Old National franchise.

-- Old National recorded a provision recapture in the fourth quarter of 2020 of $1.1million, compared to no provision recorded in the third quarter. -- Net recoveries in the fourth quarter were $1.1 million, compared to net recoveries of $3.0million in the third quarter. -- 30-89 day delinquencies were 0.15% at the end of the fourth quarter. -- Non-performing loans increased as a percentage of total loans to 1.20%. -- Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. As of December31, 2020, the remaining discount on these acquired loans was $50.6 million. -- The allowance for credit losses remained unchanged at $131.4 million, or 0.95% of total loans at December31, 2020.

NONINTEREST INCOMENoninterest income decreased due to lower securities gains and a seasonal decline in mortgage banking revenue.

-- Total noninterest income for the fourth quarter of 2020 was $58.5million, a decrease of $6.2million from the third quarter of 2020. -- Mortgage banking revenue decreased $1.9million when compared to the third quarter of 2020. -- Gains on sales of debt securities decreased $4.8 million when compared to the third quarter of 2020.

NONINTEREST EXPENSEFourth quarter results demonstrate benefit of The ONB Way, helping drive positive operating leverage1.

-- Noninterest expense for the fourth quarter of 2020 was $142.3million and included $3.6 million in ONB Way charges and $9.9million in tax credit amortization. -- Excluding these items, adjusted noninterest expense for the fourth quarter was $128.8million, compared to the $114.2million in adjusted noninterest expense in the third quarter of 2020. -- The fourth quarter of 2020 also included $8.1 million in additional incentive compensation which is included in adjusted noninterest expense defined above. -- The fourth quarter efficiency ratio was 62.37%, while the adjusted efficiency ratio was 56.35%. -- Adjusted operating leverage1 was +917 basis points for the fourth quarter of 2020 as compared to the fourth quarter of 2019.

INCOME TAXES

-- On a fully taxable-equivalent basis, income tax expense in the fourth quarter was $7.8million, resulting in a 9.5% FTE tax rate. -- Income tax expense included $13.6 million in tax credit benefit.

CAPITAL AND LIQUIDITYCapital ratios remain strong.

-- At the end of the fourth quarter, preliminary total risk-based capital was 12.69% and preliminary regulatory tier 1 capital was 11.75%. -- Tangible common equity to tangible assets was 8.64% at the end of the fourth quarter compared to 8.58% in the third quarter of 2020. -- The Company did not repurchase any shares of common stock during the fourth quarter. -- A low loan to deposit ratio of 81.3%, combined with existing funding sources plus available unencumbered, high-quality collateral, provides strong liquidity.

NON-GAAP RECONCILIATIONS

($ in millions, except EPS, shares in 4Q20 Adjustments^4 Adjusted000s) 4Q20Total Revenues (FTE) $ 223.1 $ (0.3 ) $ 222.8 Less: Provision for Credit Losses 1.1 ? 1.1 Less: Noninterest Expenses (142.3 ) 3.6 (138.7 ) Income before Income Taxes (FTE) $ 81.9 $ 3.3 $ 85.2 Income Taxes (7.8 ) (0.8 ) (8.6 ) Net Income $ 74.1 $ 2.5 $ 76.6 Average Shares Outstanding 165,631 ? 165,631 Earnings Per Share - Diluted $ 0.44 $ 0.02 $ 0.46

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

($ in millions, except EPS, shares in 2020 Adjustments^ Adjusted000s) 4 2020Total Revenues (FTE) $ 848.9 $ (10.8 ) $ 838.1 Less: Provision for Credit Losses (38.4 ) ? (38.4 ) Less: Noninterest Expenses (541.4 ) 42.6 (498.8 ) Income before Income Taxes (FTE) $ 269.1 $ 31.8 $ 300.9 Income Taxes (42.7 ) (7.9 ) (50.6 ) Net Income $ 226.4 $ 23.9 $ 250.3 Average Shares Outstanding 166,177 ? 166,177 Earnings Per Share - Diluted $ 1.36 $ 0.14 $ 1.50

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

($ in millions) 4Q20 3Q20Net Interest Income $ 161.1 $ 145.6 Add: FTE Adjustment 3.5 3.4 Net Interest Income (FTE) $ 164.6 $ 149.0 Average Earning Assets $ 20,182.0 $ 19,654.3 Net Interest Margin (FTE) 3.26 % 3.03 %

($ in millions) 4Q20 4Q19Net Interest Income $ 161.1 $ 148.9 Add: FTE Adjustment 3.5 3.3 Net Interest Income (FTE) $ 164.6 $ 152.2 Add: Total Noninterest Income 58.5 47.7 Less: Noninterest Expense 142.3 134.7 Pre-Provision Net Revenue $ 80.8 $ 65.2 Less: Debt Securities Gains (0.2 ) (0.4 ) Less: Gain on Branch Actions (0.1 ) ? Add: ONB Way Charges 3.6 8.2 Add: Merger and Integration Charges ? 0.2 Add: Amortization of Tax Credit Investments 9.9 0.7 Adjusted Pre-Provision Net Revenue $ 94.0 $ 73.9

($ in millions) 4Q20 3Q20 4Q19 2020 2019Noninterest Expense $ 142.3 $ 120.2 $ 134.7 $ 541.4 $ 508.5 Less: ONB Way (3.6 ) (2.9 ) (8.2 ) (42.6 ) (11.4 ) ChargesLess: Merger and ? ? (0.2 ) ? (6.0 ) Integration ChargesNoninterest Expense $ 138.7 $ 117.3 $ 126.3 $ 498.8 $ 491.1 less ChargesLess: Amortizationof Tax Credit (9.9 ) (3.1 ) (0.7 ) (18.8 ) (2.7 ) InvestmentsAdjusted $ 128.8 $ 114.2 $ 125.6 $ 480.0 $ 488.4 Noninterest ExpenseLess: Intangible (3.3 ) (3.4 ) (3.9 ) (14.1 ) (16.9 ) AmortizationAdjustedNoninterest Expense $ 125.5 $ 110.8 $ 121.7 $ 465.9 $ 471.5 Less IntangibleAmortizationNet Interest Income $ 161.1 $ 145.6 $ 148.9 $ 596.1 $ 604.3 FTE Adjustment 3.5 3.4 3.3 13.6 12.9 Net Interest Income $ 164.6 $ 149.0 $ 152.2 $ 609.7 $ 617.2 (FTE)Total Noninterest 58.5 64.7 47.7 239.2 199.3 IncomeTotal Revenue (FTE) $ 223.1 $ 213.7 $ 199.9 $ 848.9 $ 816.5 Less: DebtSecurities Gains/ (0.2 ) (4.9 ) (0.4 ) (10.8 ) (1.9 ) LossesLess: Gain on (0.1 ) ? ? ? ? Branch ActionsAdjusted Total $ 222.8 $ 208.8 $ 199.5 $ 838.1 $ 814.6 Revenue (FTE)Efficiency Ratio 62.37 % 55.93 % 65.57 % 62.91 % 60.35 %Adjusted Efficiency 56.35 % 53.06 % 60.97 % 55.59 % 57.87 %RatioOperating Leverage^ 598 (251 ) 5 (basis points)Adjusted OperatingLeverage^6 (basis 917 460 points)

5 Year-over-year basis point change in noninterest expenses plus change in total revenue6 Year-over-year basis point change in adjusted noninterest expense plus change in adjusted total revenue

($ in millions) 4Q20 3Q20Net Income $ 74.1 $ 77.9 Add: Intangible Amortization (net of tax^7) 2.4 2.6 Tangible Net Income $ 76.5 $ 80.5 Less: Securities Gains/Losses (net of tax^7) (0.2 ) (3.7 ) Add: Loss on Branch Actions (net of tax^7) (0.1 ) ? Add: ONB Way Charges (net of tax^7) 2.7 2.2 Adjusted Tangible Net Income $ 78.9 $ 79.0 Average Total Shareholders? Equity 2,932.6 2,889.5 Less: Average Goodwill (1,037.0 ) (1,037.0 ) Less: Average Intangibles (47.5 ) (50.9 ) Average Tangible Shareholders? Equity $ 1,848.1 $ 1,801.6 Return on Average Tangible Common Equity 16.57 % 17.88 %Adjusted Return on Average Tangible Common Equity 17.08 % 17.54 %

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

CONFERENCE CALL AND WEBCASTOld National will host a conference call and live webcast at 9:00 a.m. Central Time on Tuesday, January19, 2021, to review fourth-quarter 2020 financial results. The live audio web cast of the call, along with the corresponding presentation slides, will be available on the Companys Investor Relations web page at oldnational.comand will be archived there for 12 months. A replay of the call will also be available from Noon Central Time on January19 through February 2. To access the replay, dial 1-855-859-2056, Conference ID Code 6389837.

ABOUT OLD NATIONALOld National Bancorp (NASDAQ: ONB), the holding company of Old National Bank, is the largest bank holding company headquartered in Indiana. With $23.0 billion in assets, it ranks among the top 100 banking companies in the U.S. and has been recognized as a Worlds Most Ethical Company by the Ethisphere Institute for nine consecutive years. Since its founding in Evansville in 1834, Old National Bank has focused on community banking by building long-term, highly valued partnerships and keeping our clients at the center of all we do. This is an approach to business that we call The ONB Way. Today, Old Nationals footprint includes Indiana, Kentucky, Michigan, Minnesota and Wisconsin. In addition to providing extensive services in retail and commercial banking, Old National offers comprehensive wealth management, investment and capital market services. For more information and financial data, please visit Investor Relations at oldnational.com.

USE OF NON-GAAP FINANCIAL MEASURESThis earnings release contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Old Nationals 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 STATEMENTThis 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 Bancorps (Old Nationals) 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 managements current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties, such as statements about the potential impacts of the COVID-19 pandemic. 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: the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses and governments responses to the pandemic on our operations and personnel, and on commercial activity and demand across our and our customers businesses; market, economic, operational, liquidity, credit and interest rate risks associated with Old Nationals business (including developments and volatility arising from the COVID-19 pandemic); competition; heightened regulatory and governmental oversight and scrutiny of Old National's business practices; current, pending or future 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 CECL standard as well as changes to address the impact of COVID-19; 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 Twelve Months Ended December 31, September 30, December 31, December 31, December 31, 2020 2020 2019 2020 2019Income StatementNet interest $ 161,079 $ 145,573 $ 148,899 $ 596,094 $ 604,273 incomeTax equivalent 3,517 3,379 3,282 13,586 12,940 adjustment (1)Net interestincome - tax 164,596 148,952 152,181 609,680 617,213 equivalentbasisProvision forloan losses (1,100 ) ? 1,264 38,395 4,747 (4)Noninterest 58,552 64,759 47,726 239,274 199,317 incomeNoninterest 142,318 120,234 134,743 541,417 508,487 expenseNet income 74,120 77,944 49,185 226,409 238,206 Per Common Share DataWeightedaverage 165,631 165,419 170,186 166,177 172,687 diluted sharesNet income $ 0.44 $ 0.47 $ 0.29 $ 1.36 $ 1.38 (diluted)Cash dividends 0.14 0.14 0.13 0.56 0.52 Commondividend 31 % 30 % 45 % 41 % 37 %payout ratio(2)Book value $ 17.98 $ 17.67 $ 16.82 $ 17.98 $ 16.82 Stock price 16.56 12.56 18.29 16.56 18.29 Tangiblecommon book 11.43 11.10 10.35 11.43 10.35 value (3) Performance RatiosReturn on 1.30 % 1.40 % 0.97 % 1.04 % 1.19 %average assetsReturn onaverage common 10.11 % 10.79 % 6.94 % 7.87 % 8.57 %equityReturn ontangible 16.20 % 17.56 % 11.89 % 12.54 % 14.30 %common equity(3)Return onaveragetangible 16.57 % 17.88 % 12.03 % 13.27 % 14.97 %common equity(3)Net interest 3.26 % 3.03 % 3.46 % 3.18 % 3.55 %margin (FTE)Efficiency 62.37 % 55.93 % 65.57 % 62.91 % 60.35 %ratio (5)Netcharge-offs(recoveries) (0.03 ) % (0.09 ) % 0.12 % 0.02 % 0.05 %to averageloansAllowance forloan losses to 0.95 % 0.95 % 0.45 % 0.95 % 0.45 %ending loans(4)Non-performingloans to 1.20 % 1.15 % 1.19 % 1.20 % 1.19 %ending loans Balance Sheet (EOP)Total loans $ 13,786,479 $ 13,892,509 $ 12,117,524 $ 13,786,479 $ 12,117,524 Total assets 22,960,622 22,460,476 20,411,667 22,960,622 20,411,667 Total deposits 17,037,453 16,506,494 14,553,397 17,037,453 14,553,397 Total borrowed 2,676,554 2,725,731 2,744,728 2,676,554 2,744,728 fundsTotalshareholders' 2,972,656 2,921,149 2,852,453 2,972,656 2,852,453 equity Capital Ratios (3)Risk-basedcapital ratios (EOP):Tier 1 common 11.75 % 11.84 % 12.13 % 11.75 % 12.13 %equityTier 1 11.75 % 11.84 % 12.13 % 11.75 % 12.13 %Total 12.69 % 12.81 % 12.99 % 12.69 % 12.99 %Leverage ratio(to average 8.20 % 8.15 % 8.88 % 8.20 % 8.88 %assets) Total equityto assets 12.83 % 12.97 % 14.01 % 13.20 % 13.88 %(averages)Tangiblecommon equity 8.64 % 8.58 % 9.09 % 8.64 % 9.09 %to tangibleassets Nonfinancial DataFull-timeequivalent 2,445 2,484 2,709 2,445 2,709 employeesBanking 162 162 192 162 192 centers (1) Calculated using the federal statutory tax rate in effect of 21% for allperiods.(2) Cash dividends per share divided by net income per share (basic).(3) Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures"table for reconciliations to GAAP financial measures.December 31, 2020 capitalratios are preliminary.(4) Beginning January 1, 2020, calculation is based on current expected lossmethodology. Prior to January 1, 2020, calculation was based on incurred lossmethodology.(5) Efficiency ratio is defined as noninterest expense before amortization ofintangibles as a percent of FTE net interest income andnoninterest revenues,excluding net gains from debt securities transactions. This presentationexcludes amortization of intangiblesand net debt securities gains, as iscommon in other company releases, and better aligns with true operatingperformance.FTE - Fullytaxable EOP - End of period actual balances N/A - Not applicableequivalentbasis

Income Statement (unaudited)($ and shares in thousands, except per share data) Three Months Ended Twelve Months Ended December 31, September December December December 30, 31, 31, 31, 2020 2020 2019 2020 2019Interest income $ 173,249 $ 160,086 $ 176,553 $ 663,308 $ 730,387 Less: interest 12,170 14,513 27,654 67,214 126,114 expenseNet interest 161,079 145,573 148,899 596,094 604,273 incomeProvision for (1,100 ) ? 1,264 38,395 4,747 loan losses (1)Net interestincome after 162,179 145,573 147,635 557,699 599,526 provision forloan losses Wealth 9,259 9,239 9,468 36,806 37,072 management feesService chargeson deposit 8,724 8,698 10,714 35,081 44,915 accountsDebit card and 5,072 5,276 5,360 20,178 21,652 ATM feesMortgage 16,233 18,110 5,626 62,775 26,622 banking revenueInvestment 5,544 5,351 5,679 21,614 21,785 product feesCapital markets 6,545 5,428 3,043 22,480 13,270 incomeCompany-owned 3,153 2,830 2,937 12,031 11,539 life insuranceOther income 3,861 4,906 4,462 17,542 20,539 Gains (losses)on sales of 161 4,921 437 10,767 1,923 debt securitiesTotalnoninterest 58,552 64,759 47,726 239,274 199,317 income Salaries andemployee 78,001 69,860 74,974 293,590 289,452 benefitsOccupancy 13,008 13,930 14,184 55,316 55,255 Equipment 3,778 3,754 3,958 16,690 16,903 Marketing 3,242 2,140 3,631 10,874 15,898 Data processing 12,362 9,628 9,080 41,086 37,589 Communication 2,396 2,241 2,450 9,731 10,702 Professional 4,834 3,083 9,986 15,755 22,854 feesFDIC assessment 1,780 1,319 1,529 6,722 6,030 Amortization of 3,244 3,459 3,946 14,091 16,911 intangiblesAmortization oftax credit 9,871 3,115 710 18,788 2,749 investmentsOther expense 9,802 7,705 10,295 58,774 34,144 Totalnoninterest 142,318 120,234 134,743 541,417 508,487 expense Income before 78,413 90,098 60,618 255,556 290,356 income taxesIncome tax 4,293 12,154 11,433 29,147 52,150 expenseNet income $ 74,120 $ 77,944 $ 49,185 $ 226,409 $ 238,206 DilutedEarnings Per ShareNet income $ 0.44 $ 0.47 $ 0.29 $ 1.36 $ 1.38 Average CommonShares OutstandingBasic 164,799 164,773 169,235 165,509 171,907 Diluted 165,631 165,419 170,186 166,177 172,687 Common sharesoutstanding at 165,367 165,333 169,616 165,367 169,616 end of period (1) Beginning January 1, 2020, calculation is based on current expected lossmethodology. Prior to January 1, 2020, calculation wasbased on incurred lossmethodology.

Balance Sheet (unaudited)($ in thousands) December 31, September 30, December 31, 2020 2020 2019Assets Federal Reserve Bank $ 307,967 $ 87,682 $ 29,141 accountMoney market 13,537 13,437 12,430 investmentsInvestments: Treasury andgovernment-sponsored 852,196 501,771 610,666 agenciesMortgage-backed 3,339,098 3,382,280 3,183,861 securitiesStates and political 1,492,162 1,426,495 1,275,643 subdivisionsOther securities 458,639 462,958 485,862 Total investments 6,142,095 5,773,504 5,556,032 Loans held for sale, 63,250 85,091 46,898 at fair valueLoans: Commercial 3,956,422 4,264,568 2,890,296 Commercial andagriculture real 5,946,512 5,701,493 5,166,792 estateConsumer: Home equity 556,414 549,115 559,021 Other consumer loans 1,078,709 1,112,034 1,167,126 Subtotal ofcommercial and 11,538,057 11,627,210 9,783,235 consumer loansResidential real 2,248,422 2,265,299 2,334,289 estateTotal loans 13,786,479 13,892,509 12,117,524 Total earning 20,313,328 19,852,223 17,762,025 assets Allowance for loan (131,388 ) (131,388 ) (54,619 ) losses (1)Non-earning Assets: Cash and due from 268,208 229,631 234,766 banksPremises and 464,408 463,253 490,925 equipment, netOperating lease 76,197 77,482 95,477 right-of-use assetsGoodwill and other 1,083,008 1,086,252 1,097,099 intangible assetsCompany-owned life 456,110 455,975 448,967 insuranceOther assets 430,751 427,048 337,027 Total non-earning 2,778,682 2,739,641 2,704,261 assets Total assets $ 22,960,622 $ 22,460,476 $ 20,411,667 Liabilities and EquityNoninterest-bearing $ 5,633,672 $ 5,463,007 $ 4,042,286 demand depositsInterest-bearing: Checking and NOW 4,877,046 4,588,432 4,149,639 accountsSavings accounts 3,395,747 3,287,302 2,845,423 Money market 1,908,118 1,904,404 1,833,819 accountsOther time deposits 1,103,313 1,206,658 1,589,988 Total core 16,917,896 16,449,803 14,461,155 depositsBrokered deposits 119,557 56,691 92,242 Total deposits 17,037,453 16,506,494 14,553,397 Federal fundspurchased and 1,166 1,259 350,414 interbank borrowingsSecurities soldunder agreements to 431,166 399,141 327,782 repurchaseFederal Home Loan 1,991,435 2,087,648 1,822,847 Bank advancesOther borrowings 252,787 237,683 243,685 Total borrowed funds 2,676,554 2,725,731 2,744,728 Operating lease 86,598 88,552 99,500 liabilitiesAccrued expenses and 187,361 218,550 161,589 other liabilitiesTotal liabilities 19,987,966 19,539,327 17,559,214 Common stock,surplus, and 2,824,885 2,771,865 2,796,246 retained earningsAccumulated othercomprehensive income 147,771 149,284 56,207 (loss), net of taxTotal shareholders' 2,972,656 2,921,149 2,852,453 equity Totalliabilities and $ 22,960,622 $ 22,460,476 $ 20,411,667 shareholders' equity

(1) Beginning January 1, 2020, calculation is based on current expected lossmethodology. Prior to January 1, 2020,calculation was based on incurred lossmethodology.

Average Balance Sheet and Interest Rates (unaudited)($ in thousands) Three Months Ended Three Months Ended Three Months Ended December 31, 2020 September 30, 2020 December 31, 2019 Average Income(1)/ Yield/ Average Income(1)/ Yield/ Average Income(1)/ Yield/Earning Assets: Balance Expense Rate Balance Expense Rate Balance Expense RateMoney market andother $ 413,782 $ 126 0.12 % $ 137,880 $ 59 0.17 % $ 87,835 $ 530 2.39 %interest-earninginvestmentsInvestments: Treasury andgovernment-sponsored 648,314 2,937 1.81 % 454,005 2,457 2.17 % 546,266 3,547 2.60 %agenciesMortgage-backed 3,291,436 16,137 1.96 % 3,342,284 17,478 2.09 % 3,172,818 18,844 2.38 %securitiesStates and political 1,437,890 12,008 3.34 % 1,383,765 11,860 3.43 % 1,211,850 11,133 3.67 %subdivisionsOther securities 462,836 2,629 2.27 % 487,405 2,922 2.40 % 489,889 3,585 2.93 %Total investments 5,840,476 33,711 2.31 % 5,667,459 34,717 2.45 % 5,420,823 37,109 2.74 %Loans: (2) Commercial 4,132,831 46,468 4.40 % 4,274,894 33,223 3.04 % 2,891,641 31,925 4.32 %Commercial andagriculture real 5,829,912 58,334 3.92 % 5,546,486 55,891 3.94 % 5,129,638 66,959 5.11 %estateConsumer: Home equity 550,548 4,380 3.17 % 551,380 4,336 3.13 % 561,125 6,426 4.54 %Other consumer loans 1,099,504 11,276 4.08 % 1,120,681 11,635 4.13 % 1,153,924 12,245 4.21 %Subtotal commercial 11,612,795 120,458 4.13 % 11,493,441 105,085 3.64 % 9,736,328 117,555 4.79 %and consumer loansResidential real 2,314,938 22,471 3.88 % 2,355,512 23,604 4.01 % 2,332,835 24,641 4.23 %estate loans Total loans 13,927,733 142,929 4.04 % 13,848,953 128,689 3.66 % 12,069,163 142,196 4.64 % Total earning assets $ 20,181,991 $ 176,766 3.46 % $ 19,654,292 $ 163,465 3.29 % $ 17,577,821 $ 179,835 4.05 % Less: Allowance for (137,539 ) (132,447 ) (57,162 ) loan losses (3) Non-earning Assets: Cash and due from $ 341,154 $ 346,343 $ 278,324 banksOther assets 2,479,253 2,405,517 2,419,792 Total assets $ 22,864,859 $ 22,273,705 $ 20,218,775 Interest-Bearing Liabilities:Checking and NOW $ 4,708,568 $ 629 0.05 % $ 4,607,427 $ 886 0.08 % $ 4,121,021 $ 3,812 0.37 %accountsSavings accounts 3,329,494 487 0.06 % 3,232,375 634 0.08 % 2,842,996 1,586 0.22 %Money market 1,932,594 445 0.09 % 1,902,407 724 0.15 % 1,839,258 3,558 0.77 %accountsOther time deposits 1,158,715 2,189 0.75 % 1,253,058 2,852 0.91 % 1,642,773 6,101 1.47 %Totalinterest-bearing 11,129,371 3,750 0.13 % 10,995,267 5,096 0.18 % 10,446,048 15,057 0.57 %core depositsBrokered deposits 37,176 26 0.28 % 150,545 201 0.53 % 109,504 637 2.31 %Totalinterest-bearing 11,166,547 3,776 0.13 % 11,145,812 5,297 0.19 % 10,555,552 15,694 0.59 %deposits Federal fundspurchased and 843 ? 0.03 % 18,347 12 0.25 % 95,973 437 1.80 %interbank borrowingsSecurities soldunder agreements to 438,272 125 0.11 % 385,149 160 0.16 % 337,786 469 0.55 %repurchaseFederal Home Loan 2,089,519 5,953 1.13 % 2,021,468 6,709 1.32 % 1,843,357 8,359 1.80 %Bank advancesOther borrowings 240,815 2,316 3.85 % 237,811 2,335 3.93 % 251,565 2,695 4.29 %Total borrowed funds 2,769,449 8,394 1.21 % 2,662,775 9,216 1.38 % 2,528,681 11,960 1.88 % Totalinterest-bearing 13,935,996 12,170 0.35 % 13,808,587 14,513 0.42 % 13,084,233 27,654 0.84 %liabilities Noninterest-BearingLiabilities and Shareholders' EquityDemand deposits $ 5,644,017 $ 5,291,037 $ 4,047,308 Other liabilities 352,256 284,536 254,296 Shareholders' equity 2,932,590 2,889,545 2,832,938 Total liabilitiesand shareholders' $ 22,864,859 $ 22,273,705 $ 20,218,775 equity Net interest rate 3.11 % 2.87 % 3.21 %spread Net interest margin 3.26 % 3.03 % 3.46 %(FTE) FTE adjustment $ 3,517 $ 3,379 $ 3,282 (1) Interest income is reflected on a fully taxable equivalent basis (FTE).(2) Includes loans held for sale.(3) Beginning January 1, 2020, calculation is based on current expected lossmethodology. Prior to January 1, 2020, calculation was based on incurred lossmethodology.

Average Balance Sheet and Interest Rates (unaudited)($ in thousands) Twelve Months Ended Twelve Months Ended December 31, 2020 December 31, 2019 Average Income (1)/ Yield/ Average Income (1)/ Yield/Earning Assets: Balance Expense Rate Balance Expense RateMoney market andother $ 174,494 $ 568 0.33 % $ 67,069 $ 1,670 2.49 %interest-earninginvestmentsInvestments: Treasury andgovernment-sponsored 547,054 12,124 2.22 % 657,233 16,091 2.45 %agenciesMortgage-backed 3,246,520 70,611 2.17 % 2,866,600 73,835 2.58 %securitiesStates and political 1,347,490 47,034 3.49 % 1,202,210 44,716 3.72 %subdivisionsOther securities 485,430 11,990 2.47 % 495,847 16,138 3.25 %Total investments $ 5,626,494 $ 141,759 2.52 % $ 5,221,890 $ 150,780 2.89 %Loans: (2) Commercial 3,843,089 140,473 3.66 % 3,023,421 141,215 4.67 %Commercial andagriculture real 5,477,562 234,670 4.28 % 5,044,623 275,853 5.47 %estateConsumer: Home equity 553,570 18,561 3.35 % 566,232 28,515 5.04 %Other consumer loans 1,131,028 46,661 4.13 % 1,180,898 48,681 4.12 %Subtotal commercial 11,005,249 440,365 4.00 % 9,815,174 494,264 5.04 %and consumer loansResidential real 2,352,444 94,202 4.00 % 2,281,047 96,613 4.24 %estate loans Total loans 13,357,693 534,567 4.00 % 12,096,221 590,877 4.88 % Total earning assets $ 19,158,681 $ 676,894 3.53 % $ 17,385,180 $ 743,327 4.28 % Less: Allowance for (115,321 ) (56,624 ) loan losses (3) Non-earning Assets: Cash and due from $ 327,053 $ 251,857 banksOther assets 2,414,602 2,453,001 Total assets $ 21,785,015 $ 20,033,414 Interest-Bearing Liabilities:Checking and NOW $ 4,464,027 $ 5,449 0.12 % $ 3,902,765 $ 15,598 0.40 %accountsSavings accounts 3,113,435 3,156 0.10 % 2,878,135 8,142 0.28 %Money market 1,866,196 4,585 0.25 % 1,789,065 14,130 0.79 %accountsOther time deposits 1,337,269 14,013 1.05 % 1,748,552 27,400 1.57 %Totalinterest-bearing 10,780,927 27,203 0.25 % 10,318,517 65,270 0.63 %core depositsBrokered deposits 85,041 966 1.14 % 173,439 4,094 2.36 %Totalinterest-bearing 10,865,968 28,169 0.26 % 10,491,956 69,364 0.66 %deposits Federal fundspurchased and 138,257 1,296 0.94 % 241,618 5,656 2.34 %interbank borrowingsSecurities soldunder agreements to 375,961 854 0.23 % 342,654 2,517 0.73 %repurchaseFederal Home Loan 2,055,155 27,274 1.33 % 1,775,987 37,452 2.11 %Bank advancesOther borrowings 242,642 9,621 3.96 % 251,194 11,125 4.43 %Total borrowed funds 2,812,015 39,045 1.39 % 2,611,453 56,750 2.17 % Totalinterest-bearing 13,677,983 67,214 0.49 % 13,103,409 126,114 0.96 %liabilities Noninterest-BearingLiabilities and Shareholders' EquityDemand deposits $ 4,945,506 $ 3,887,470 Other liabilities 286,066 261,403 Shareholders' equity 2,875,460 2,781,132 Total liabilitiesand shareholders' $ 21,785,015 $ 20,033,414 equity Net interest rate 3.04 % 3.32 %spread Net interest margin 3.18 % 3.55 %(FTE) FTE adjustment $ 13,586 $ 12,940 (1) Interest income is reflected on a fully taxable equivalent basis (FTE).(2) Includes loans held for sale. (3) Beginning January 1, 2020, calculation is based on current expected lossmethodology. Prior to January 1, 2020, calculation was based on incurredlossmethodology.

Asset Quality (EOP) (unaudited)($ in thousands) Three Months Ended Twelve Months Ended December 31, September 30, December 31, December 31, December 31, 2020 2020 2019 2020 2019 Beginningallowance for $ 131,388 $ 128,394 $ 56,910 $ 54,619 $ 55,461 loan lossesImpact ofadopting ASC 326 ? ? N/A 41,347 N/A on 1/1/2020 (1) Provision for (1,100 ) ? 1,264 38,395 4,747 loan losses (1) Gross (707 ) (4,169 ) (6,304 ) (15,553 ) (14,789 ) charge-offsGross recoveries 1,807 7,163 2,749 12,580 9,200 Net(charge-offs) 1,100 2,994 (3,555 ) (2,973 ) (5,589 ) recoveries Ending allowancefor loan losses $ 131,388 $ 131,388 $ 54,619 $ 131,388 $ 54,619 (1) Net charge-offs(recoveries) / (0.03 ) % (0.09 ) % 0.12 % 0.02 % 0.05 %average loans(2) Average loans $ 13,910,145 $ 13,827,019 $ 12,058,109 $ 13,341,677 $ 12,087,429 outstanding (2) EOP loans 13,786,479 13,892,509 12,117,524 13,786,479 12,117,524 outstanding (2) Allowance forloan losses / 0.95 % 0.95 % 0.45 % 0.95 % 0.45 %EOP loans (1)(2) Underperforming Assets:Loans 90 Daysand over (still $ 167 $ 90 $ 570 $ 167 $ 570 accruing) Non-performing loans:Nonaccrual loans 147,339 137,611 126,412 147,339 126,412 (3)TDRs still 17,749 22,037 18,338 17,749 18,338 accruingTotalnon-performing 165,088 159,648 144,750 165,088 144,750 loans Foreclosed 1,324 1,248 2,169 1,324 2,169 properties Totalunderperforming $ 166,579 $ 160,986 $ 147,489 $ 166,579 $ 147,489 assets Classified andCriticized Assets:Nonaccrual loans 147,339 137,611 126,412 147,339 126,412 (3)Substandard 157,276 189,524 169,689 157,276 169,689 accruing loansLoans 90 daysand over (still 167 90 570 167 570 accruing)Total classifiedloans - "problem $ 304,782 $ 327,225 $ 296,671 $ 304,782 $ 296,671 loans" Other classified 3,706 3,860 2,933 3,706 2,933 assetsCriticized loans- "special 287,192 272,859 234,841 287,192 234,841 mention loans" Total classifiedand criticized $ 595,680 $ 603,944 $ 534,445 $ 595,680 $ 534,445 assets Non-performingloans / EOP 1.20 % 1.15 % 1.19 % 1.20 % 1.19 %loans (2) Allowance tonon-performing 80 % 82 % 38 % 80 % 38 %loans (1)(4) Under-performingassets / EOP 1.21 % 1.16 % 1.22 % 1.21 % 1.22 %loans (2) EOP total assets $ 22,960,622 $ 22,460,476 $ 20,411,667 $ 22,960,622 $ 20,411,667 Under-performingassets / EOP 0.73 % 0.72 % 0.72 % 0.73 % 0.72 %assets EOP - End ofperiod actual balances(1) Beginning January 1, 2020, calculation is based on current expected lossmethodology. Prior to January 1, 2020, calculation was based on incurred lossmethodology.(2) Excludes loans held for sale.(3) Includes non-accruing TDRs totaling $14.9 million at December 31, 2020,$7.7 million at September 30, 2020, and $13.8 million at December 31, 2019.(4) Includes acquired loans that were recorded at fair value in accordance withASC 805 at the date of acquisition. As such, the credit riskwas incorporatedin the fair value recorded and no allowance for loan losses was recorded for2019 quarter ends.

Non-GAAP Measures (unaudited)($ in thousands) Three Months Ended Twelve Months Ended December 31, September 30, December 31, December 31, December 31, 2020 2020 2019 2020 2019Actual End ofPeriod BalancesGAAPshareholders' $ 2,972,656 $ 2,921,149 $ 2,852,453 $ 2,972,656 $ 2,852,453 equity Deduct: Goodwill 1,036,994 1,036,994 1,036,994 1,036,994 1,036,994 Intangibles 46,014 49,258 60,105 46,014 60,105 1,083,008 1,086,252 1,097,099 1,083,008 1,097,099 Tangibleshareholders' $ 1,889,648 $ 1,834,897 $ 1,755,354 $ 1,889,648 $ 1,755,354 equity Average BalancesGAAPshareholders' $ 2,932,590 $ 2,889,545 $ 2,832,938 $ 2,875,460 $ 2,781,132 equity Deduct: Goodwill 1,036,994 1,036,994 1,036,994 1,036,994 1,036,456 Intangibles 47,536 50,926 61,963 52,740 68,244 1,084,530 1,087,920 1,098,957 1,089,734 1,104,700 Averagetangible $ 1,848,060 $ 1,801,625 $ 1,733,981 $ 1,785,726 $ 1,676,432 shareholders'equity Actual End ofPeriod BalancesGAAP assets $ 22,960,622 $ 22,460,476 $ 20,411,667 $ 22,960,622 $ 20,411,667 Add: Trust 26 17 31 26 31 overdrafts Deduct: Goodwill 1,036,994 1,036,994 1,036,994 1,036,994 1,036,994 Intangibles 46,014 49,258 60,105 46,014 60,105 1,083,008 1,086,252 1,097,099 1,083,008 1,097,099 Tangible $ 21,877,640 $ 21,374,241 $ 19,314,599 $ 21,877,640 $ 19,314,599 assets Risk-weighted $ 15,369,076 $ 14,770,750 $ 14,073,929 $ 15,369,076 $ 14,073,929 assets (2) GAAP net $ 74,120 $ 77,944 $ 49,185 $ 226,409 $ 238,206 income Add: Amortizationof 2,433 2,595 2,976 10,585 12,756 intangibles(net of tax) Tangible net $ 76,553 $ 80,539 $ 52,161 $ 236,994 $ 250,962 income Tangible RatiosReturn ontangible 16.20 % 17.56 % 11.89 % 12.54 % 14.30 %common equityReturn onaverage 16.57 % 17.88 % 12.03 % 13.27 % 14.97 %tangiblecommon equityReturn ontangible 1.40 % 1.51 % 1.08 % 1.08 % 1.30 %assetsTangiblecommon equity 8.64 % 8.58 % 9.09 % 8.64 % 9.09 %to tangibleassetsTangiblecommon equityto 12.30 % 12.42 % 12.47 % 12.30 % 12.47 %risk-weightedassets (2)Tangiblecommon book 11.43 11.10 10.35 11.43 10.35 value (1) Tangible common equity presentation includes other comprehensive income as iscommon in other company releases.(1) Tangible common shareholders' equity divided by common shares issued andoutstanding at period-end. Tier 1 common $ 1,805,194 $ 1,748,150 $ 1,706,727 $ 1,805,194 $ 1,706,727 equity (2) Risk-weighted 15,369,076 14,770,750 14,073,929 15,369,076 14,073,929 assets (2) Tier 1 commonequity to 11.75 % 11.84 % 12.13 % 11.75 % 12.13 %risk-weightedassets (2) (2) December31, 2020 figures arepreliminary.

Media: Kathy A. Schoettlin (812) 465-7269Investors: Lynell J. Walton (812) 464-1366