GlobeNewswire Inc | Jan 18, 2022 08:00AM EST

January 18, 2022

EVANSVILLE, Ind., Jan. 18, 2022 (GLOBE NEWSWIRE) --

Old National Bancorp (NASDAQ: ONB) reports 4Q21 net income of $56.2 million,diluted EPS of $0.34.Adjusted^1 net income of $60.9million, or $0.37 per diluted share.Full-year net income of $277.5 million, or $1.67 per diluted share.Adjusted^1 net income of $286.5 million, or$1.73 per diluted share.

CEO COMMENTARY

"Old National's 4th quarter capped off a year of record earnings driven byrobust commercial loan growth, strong credit quality and well controlledexpenses," said Chairman and CEO Jim Ryan. "I'm particularly pleased that weachieved these strong results while also working steadily to remain on-task tocomplete our anticipated merger with First Midwest Bank ? which also enjoyedstrong 4th quarter and full-year 2021 results."

FOURTH QUARTER HIGHLIGHTS2:

* Net income of $56.2 millionNet income * Earnings per diluted share of $0.34

* Net interest income on a fully taxable equivalent basis ofNet interest $150.2million compared to $155.1millionincome/NIM * Net interest margin on a fully taxable equivalent basis of 2.77% compared to 2.92%

Operating * Pre-provision net revenue^1 (?PPNR?) of $69.8millionPerformance * Adjusted PPNR^1 of $78.1million

* Noninterest expense of $131.9million

* Adjusted noninterest expense^1 of $123.2million

* Efficiency ratio^1 of 64.27%

* Adjusted efficiency ratio^1 of 59.95%

* End-of-period total loans^3 of $13,637.3million compared to $13,636.1millionLoans andCredit Quality o Total commercial loans increased $162.5 million, excluding the $185.9 million decrease in PPP loans

* Fourth-quarter total commercial production of $1.1 billion

* Provision for credit losses was a recapture of $1.9million

* December 31 pipeline of $2.5 billion

* Net recoveries of $1.4 million compared to net recoveries of $3.0 million

* Non-performing loans of 0.92% of total loans compared to 0.94%

* Return on average common equity of 7.49%Return Profile& Capital * Return on average tangible common equity^1 of 12.07%

* Adjusted return on average tangible common equity^1 of 13.04%

* No shares of common stock were repurchased during the current quarter

Notable Items * $2.0million in tax credit amortization

* $6.7 million in merger-related charges

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 ("Old National") reported fourth quarter 2021 net income of $56.2million, or $0.34 per diluted share.

Included in the fourth quarter were pre-tax charges of $6.7 million related to the pending merger with First Midwest Bancorp, Inc. Excluding these charges from the current quarter and netting out debt securities gains, adjusted net income was $60.9million, or $0.37 per diluted share.

LOANSStrong commercial production resulted in 6.9% annualized commercial loan growth.

-- Period-end total loans were $13,637.3million at December31, 2021, consistent with the $13,636.1million at September 30, 2021. -- Paycheck Protection Program (PPP) loans declined $185.9 million to $169.0 million at December31, 2021, compared to $354.9 million at September 30, 2021. -- Excluding the $185.9 million decrease in PPP loans during the quarter, total loans increased $187.1million, or 5.6% annualized. -- Excluding PPP loans, total commercial loans increased $162.5 million, or 6.9% annualized. -- Total commercial loan production in the fourth quarter was $1.1 billion; period-end pipeline totaled $2.5 billion. -- Consumer loans increased $9.9 million to $1,574.1million and residential mortgage loans increased $30.5million to $2,255.3million. -- Average total loans in the fourth quarter were $13,603.6 million, a decrease of $83.7million from the third quarter of 2021. -- Excluding PPP loans, average total loans in the fourth quarter increased $178.1 million from the third quarter of 2021.

DEPOSITSTotal deposit growth bolstered by strong increase in checking and NOW accounts.

-- Period-end total deposits were $18,569.2million at December31, 2021, an increase of $373.0million, or 8.2% annualized, when compared to the $18,196.1 million at September 30, 2021. -- Checking and NOW deposits increased $382.0 million to $5,338.0 million at December31, 2021 from $4,956.0 million at September 30, 2021. -- On average, total deposits in the fourth quarter increased $438.3million to $18,414.3million, compared to $17,976.0million in the third quarter of 2021.

NET INTEREST INCOME AND MARGINDecrease in PPP interest and fees negatively impact net interest income and margin; funding costs modestly lower.

-- Net interest income decreased to $146.8million in the fourth quarter of 2021 compared to $151.6 million in the third quarter of 2021. -- The net interest margin on a fully taxable equivalent basis decreased 15 basis point to 2.77% compared to 2.92% in the third quarter of 2021. -- PPP interest and net fees combined were $7.7million, or 11 basis points of net interest margin, in the fourth quarter of 2021 compared to $12.2million, or 16 basis points of net interest margin, in the third quarter of 2021. -- Accretion income was $3.9million, or 7 basis points of net interest margin, in the fourth quarter of 2021 compared to $3.0million, or 6 basis points of net interest margin, in the third quarter of 2021. -- Interest collected on nonaccrual loans was $1.4 million, or 3 basis points of net interest margin, in the fourth quarter of 2021 compared to $2.3million, or 4 basis points of net interest margin, in the third quarter of 2021. -- The cost of total deposits declined 1 basis point to 0.05% in the fourth quarter of 2021 and the cost of total interest-bearing deposits also declined 1 basis point to 0.08%.

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

-- Old National recorded a provision recapture in the fourth quarter of 2021 of $1.9million, compared to $4.6million in provision recapture recorded in the third quarter of 2021. -- Net recoveries in the fourth quarter were $1.4 million, compared to net recoveries of $3.0million in the third quarter of 2021. -- 30-89 day delinquencies were 0.11% at the end of the fourth quarter. -- Non-performing loans decreased as a percentage of total loans to 0.92%. -- Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. As of December31, 2021, the remaining discount on these acquired loans was $33.7 million. -- The allowance for credit losses stood at $107.3 million, or 0.79% of total loans at December31, 2021.

NONINTEREST INCOMENoninterest income decreased primarily due to lower mortgage banking revenue.

-- Total noninterest income for the fourth quarter of 2021 was $51.5million, a decrease of $3.0million from the third quarter of 2021. -- Mortgage banking revenue decreased $3.5million when compared to the third quarter of 2021, due primarily to a smaller pipeline. -- Gains on sales of debt securities decreased $0.8 million when compared to the third quarter of 2021.

NONINTEREST EXPENSEIncrease in fourth quarter expenses due primarily to increased personnel and marketing expenses.

-- Noninterest expense for the fourth quarter of 2021 was $131.9million and included $6.7 million in merger-related charges and $2.0million in tax credit amortization. -- Excluding these items, adjusted noninterest expense for the fourth quarter was $123.2million, compared to the $118.2million in adjusted noninterest expense in the third quarter of 2021. -- The fourth quarter efficiency ratio was 64.27%, while the adjusted efficiency ratio was 59.95%.

INCOME TAXES

-- On a fully taxable-equivalent basis, income tax expense in the fourth quarter was $15.5million, resulting in a 21.6% FTE tax rate, compared to 22.8% in the third quarter of 2021. -- Income tax expense included $2.9 million in tax credit benefit.

CAPITAL AND LIQUIDITYCapital ratios remain strong.

-- At the end of the fourth quarter, preliminary total risk-based capital was 12.77% and preliminary regulatory tier 1 capital was 12.04%. -- Tangible common equity to tangible assets was 8.30% at the end of the fourth quarter compared to 8.55% in the third quarter of 2021. -- The Company did not repurchase any shares of common stock during the fourth quarter. -- A low loan to deposit ratio of 73.4%, combined with existing funding sources plus available unencumbered, high-quality collateral, provides strong liquidity.

NON-GAAP RECONCILIATIONS

($ in millions, except EPS, shares in 4Q21 Adjustments^4 Adjusted000s) 4Q21Total Revenues (FTE) $ 201.7 $ (0.4 ) $ 201.3 Less: Provision for Credit Losses 1.9 ? 1.9 Less: Noninterest Expenses (131.9 ) 6.7 (125.2 )Income before Income Taxes (FTE) $ 71.7 $ 6.3 $ 78.0 Income Taxes (FTE) (15.5 ) (1.6 ) (17.1 )Net Income $ 56.2 $ 4.7 $ 60.9 Average Shares Outstanding 166,128 ? 166,128 Earnings Per Share - Diluted $ 0.34 $ 0.03 $ 0.37

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

($ in millions, except EPS, shares in 2021 Adjustments^4 Adjusted000s) 2021Total Revenues (FTE) $ 824.5 $ (4.3 ) $ 820.2 Less: Provision for Credit Losses 28.8 ? 28.8 Less: Noninterest Expenses (500.5 ) 16.5 (484.0 )Income before Income Taxes (FTE) $ 352.8 $ 12.2 $ 365.0 Income Taxes (FTE) (75.3 ) (3.2 ) (78.5 )Net Income $ 277.5 $ 9.0 $ 286.5 Average Shares Outstanding 165,929 ? 165,929 Earnings Per Share - Diluted $ 1.67 $ 0.06 $ 1.73

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

($ in millions) 4Q21 3Q21Net Interest Income $ 146.8 $ 151.6 Add: FTE Adjustment 3.4 3.5 Net Interest Income (FTE) $ 150.2 $ 155.1 Average Earning Assets $ 21,670.7 $ 21,228.6 Net Interest Margin (FTE) 2.77 % 2.92 %

($ in millions) 4Q21 4Q20Net Interest Income $ 146.8 $ 161.1 Add: FTE Adjustment 3.4 3.5 Net Interest Income (FTE) $ 150.2 $ 164.6 Add: Total Noninterest Income 51.5 58.5 Less: Noninterest Expense 131.9 142.3 Pre-Provision Net Revenue $ 69.8 $ 80.8 Less: Debt Securities Gains/Losses (0.4 ) (0.2 )Less: Gain on Branch Actions ? (0.1 )Add: Merger-Related Charges 6.7 ? Add: ONB Way Charges ? 3.6 Add: Amortization of Tax Credit Investments 2.0 9.9 Adjusted Pre-Provision Net Revenue $ 78.1 $ 94.0

($ in millions) 4Q21 3Q21 4Q20 2021 2020 Noninterest Expense $ 131.9 $ 121.3 $ 142.3 $ 500.5 $ 541.4 Less: ONB Way Charges ? ? (3.6 ) (1.9 ) (42.6 )Less: Merger-Related Charges (6.7 ) (1.4 ) ? (14.6 ) ? Noninterest Expense less $ 125.2 $ 119.9 $ 138.7 $ 484.0 $ 498.8 ChargesLess: Amortization of Tax (2.0 ) (1.7 ) (9.9 ) (6.7 ) (18.8 )Credit InvestmentsAdjusted Noninterest Expense $ 123.2 $ 118.2 $ 128.8 $ 477.3 $ 480.0 Less: Intangible Amortization (2.6 ) (2.8 ) (3.3 ) (11.4 ) (14.1 )Adjusted Noninterest Expense $ 120.6 $ 115.4 $ 125.5 $ 465.9 $ 465.9 Less Intangible AmortizationNet Interest Income $ 146.8 $ 151.6 $ 161.1 $ 596.4 $ 596.1 FTE Adjustment 3.4 3.5 3.5 13.9 13.6 Net Interest Income (FTE) $ 150.2 $ 155.1 $ 164.6 $ 610.3 $ 609.7 Total Noninterest Income 51.5 54.5 58.5 214.2 239.2 Total Revenue (FTE) $ 201.7 $ 209.6 $ 223.1 $ 824.5 $ 848.9 Less: Debt Securities Gains/ (0.4 ) (1.2 ) (0.2 ) (4.3 ) (10.8 )LossesLess: Gain on Branch Actions ? ? (0.1 ) ? ? Adjusted Total Revenue (FTE) $ 201.3 $ 208.4 $ 222.8 $ 820.2 $ 838.1 Efficiency Ratio 64.27 % 56.86 % 62.37 % 59.65 % 62.91 %Adjusted Efficiency Ratio 59.95 % 55.38 % 56.35 % 56.80 % 55.59 %



($ in millions) 4Q21 3Q21Net Income $ 56.2 $ 71.7 Add: Intangible Amortization (net of tax^5) 1.9 2.1 Tangible Net Income $ 58.1 $ 73.8 Less: Securities Gains/Losses (net of tax^5) (0.3 ) (0.9 )Add: Merger-Related Charges (net of tax^5) 5.0 1.1 Adjusted Tangible Net Income $ 62.8 $ 74.0 Average Total Shareholders? Equity 2,998.8 3,027.9 Less: Average Goodwill (1,037.0 ) (1,037.0 )Less: Average Intangibles (36.0 ) (38.6 )Average Tangible Shareholders? Equity $ 1,925.8 $ 1,952.3 Return on Average Tangible Common Equity 12.07 % 15.13 %Adjusted Return on Average Tangible Common Equity 13.04 % 15.16 %

5 Tax-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, January18, 2022, to review fourth-quarter 2021 financial results. The live audio webcast link and corresponding presentation slides will be available on the Companys Investor Relations web page at oldnational.comand will be archived there for 12 months. To listen to the live conference call, dial U.S. (877) 660-9071 or International (929) 517-9523, Conference I.D. 3313815. A replay of the call will also be available from Noon Central Time on January18 through February 1. To access the replay, dial (855) 859-2056, Conference ID Code 3313815.

ABOUT OLD NATIONALOld National Bancorp (NASDAQ: ONB), the holding company of Old National Bank, is the largest bank holding company headquartered in Indiana. With $24.5 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 ten 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 STATEMENTSThis communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Old Nationals future plans, objectives, performance, revenues, growth, profits, operating expenses or Old Nationals underlying assumptions; First Midwests and Old Nationals beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forwardlooking statements are typically identified by such words as believe, expect, anticipate, intend, outlook, estimate, forecast, project, should, will, and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.

Additionally, forwardlooking statements speak only as of the date they are made; Old National does not assume any duty, and does not undertake, to update such forwardlooking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forwardlooking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Old National. Such statements are based upon the current beliefs and expectations of the management of Old National and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between First Midwest and Old National; the outcome of any legal proceedings that may be instituted against First Midwest or Old National; the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of First Midwest and Old National to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where First Midwest and Old National do business certain restrictions during the pendency of the proposed transaction that may impact the parties ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events iversion of managements attention from ongoing business operations and opportunities the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate First Midwests operations and those of Old National; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; First Midwests and Old Nationals success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Old Nationals issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of First Midwest and Old National to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of First Midwest and Old National; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on First Midwest, Old National and the proposed transaction; and the other factors discussed in the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of each of First Midwests and Old Nationals Annual Report on Form 10K for the year ended December 31, 2020, in the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of each of First Midwests and Old Nationals Quarterly Report on Form 10Q for the quarter ended September 30, 2021, and in other reports First Midwest and Old National file with the U.S. Securities and Exchange Commission (the SEC).

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, 2021 2021 2020 2021 2020 Income StatementNet interest $ 146,781 $ 151,572 $ 161,079 $ 596,400 $ 596,094 incomeTax equivalent 3,442 3,501 3,517 13,913 13,586 adjustment (1)Net interestincome - tax 150,223 155,073 164,596 610,313 609,680 equivalentbasisProvision for (1,914 ) (4,613 ) (1,100 ) (28,812 ) 38,395 credit lossesNoninterest 51,484 54,515 58,552 214,219 239,274 incomeNoninterest 131,937 121,274 142,318 500,569 541,417 expenseNet income 56,188 71,746 74,120 277,538 226,409 Per Common Share DataWeightedaverage 166,128 165,939 165,631 165,929 166,177 diluted sharesNet income $ 0.34 $ 0.43 $ 0.44 $ 1.67 $ 1.36 (diluted)Cash dividends 0.14 0.14 0.14 0.56 0.56 Commondividend 41 % 33 % 31 % 33 % 41 %payout ratio(2)Book value $ 18.16 $ 18.31 $ 17.98 $ 18.16 $ 17.98 Stock price 18.12 16.95 16.56 18.12 16.56 Tangiblecommon book 11.70 11.83 11.43 11.70 11.43 value (3) Performance RatiosReturn on 0.93 % 1.20 % 1.30 % 1.17 % 1.04 %average assetsReturn onaverage common 7.49 % 9.48 % 10.11 % 9.26 % 7.87 %equityReturn ontangible 11.98 % 15.05 % 16.20 % 14.74 % 12.54 %common equity(3)Return onaveragetangible 12.07 % 15.13 % 16.57 % 14.89 % 13.27 %common equity(3)Net interest 2.77 % 2.92 % 3.26 % 2.89 % 3.18 %margin (FTE)Efficiency 64.27 % 56.86 % 62.37 % 59.65 % 62.91 %ratio (4)Netcharge-offs (0.04) (0.09) (0.03) (0.03)(recoveries) % % % % 0.02 %to averageloansAllowance forcredit losses 0.79 % 0.79 % 0.95 % 0.79 % 0.95 %to endingloansNon-performingloans to 0.92 % 0.94 % 1.20 % 0.92 % 1.20 %ending loans Balance Sheet (EOP)Total loans $ 13,601,846 $ 13,584,828 $ 13,786,479 $ 13,601,846 $ 13,786,479 Total assets 24,453,564 24,018,733 22,960,622 24,453,564 22,960,622 Total deposits 18,569,195 18,196,149 17,037,453 18,569,195 17,037,453 Total borrowed 2,575,240 2,536,303 2,676,554 2,575,240 2,676,554 fundsTotalshareholders' 3,012,018 3,035,892 2,972,656 3,012,018 2,972,656 equity Capital Ratios (3)Risk-basedcapital ratios (EOP):Tier 1 common 12.04 % 12.08 % 11.75 % 12.04 % 11.75 %equityTier 1 12.04 % 12.08 % 11.75 % 12.04 % 11.75 %Total 12.77 % 12.84 % 12.69 % 12.77 % 12.69 %Leverage ratio(to average 8.59 % 8.54 % 8.20 % 8.59 % 8.20 %assets) Total equityto assets 12.35 % 12.69 % 12.83 % 12.60 % 13.20 %(averages)Tangiblecommon equity 8.30 % 8.55 % 8.64 % 8.30 % 8.64 %to tangibleassets Nonfinancial DataFull-timeequivalent 2,374 2,410 2,445 2,374 2,445 employeesBanking 162 162 162 162 162 centers (1) Calculated using the federal statutory tax rate in effect of 21% for all periods.(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 31,2021 capital ratios arepreliminary.(4) Efficiency ratio is defined as noninterest expense before amortization of intangibles as a percent of FTE net interest income andnoninterest revenues, excluding net gains from debt securities transactions.This presentation excludes amortization of intangiblesand net debt securities gains, as is common in other company releases, and better aligns with true operating performance.FTE - Fully taxable equivalent basis EOP - End of period actual balances

Income Statement (unaudited)($ and shares in thousands, except per share data) Three Months Ended Twelve Months Ended December 31, September 30, December 31, December 31, December 31, 2021 2021 2020 2021 2020Interest $ 156,928 $ 162,026 $ 173,249 $ 638,649 $ 663,308incomeLess:interest 10,147 10,454 12,170 42,249 67,214expenseNet interest 146,781 151,572 161,079 596,400 596,094incomeProvision for (1,914 ) (4,613 ) (1,100 ) (28,812 ) 38,395credit lossesNet interestincome after 148,695 156,185 162,179 625,212 557,699provision forcredit losses Wealthmanagement 9,833 10,134 9,259 40,409 36,806feesServicecharges on 9,121 8,926 8,724 34,685 35,081depositaccountsDebit card 5,071 4,942 5,072 20,739 20,178and ATM feesMortgagebanking 7,336 10,870 16,233 42,558 62,775revenueInvestment 6,258 6,475 5,544 24,639 21,614product feesCapitalmarkets 6,394 6,017 6,545 21,997 22,480incomeCompany-ownedlife 2,737 2,355 3,153 10,589 12,031insuranceOther income 4,299 3,589 3,861 14,276 17,542Gains(losses) on 435 1,207 161 4,327 10,767sales of debtsecuritiesTotalnoninterest 51,484 54,515 58,552 214,219 239,274income Salaries andemployee 72,336 71,005 78,001 284,098 293,590benefitsOccupancy 13,151 12,757 13,008 54,834 55,316Equipment 4,473 3,756 3,778 16,704 16,690Marketing 4,723 3,267 3,242 12,684 10,874Data 11,489 11,508 12,362 47,047 41,086processingCommunication 2,412 2,372 2,396 10,073 9,731Professional 5,409 3,416 4,834 20,077 15,755feesFDIC 1,598 1,628 1,780 6,059 6,722assessmentAmortizationof 2,573 2,779 3,244 11,336 14,091intangiblesAmortizationof tax credit 2,019 1,736 9,871 6,770 18,788investmentsOther expense 11,754 7,050 9,802 30,887 58,774Totalnoninterest 131,937 121,274 142,318 500,569 541,417expense Income before 68,242 89,426 78,413 338,862 255,556income taxesIncome tax 12,054 17,680 4,293 61,324 29,147expenseNet income $ 56,188 $ 71,746 $ 74,120 $ 277,538 $ 226,409 DilutedEarnings Per ShareNet income $ 0.34 $ 0.43 $ 0.44 $ 1.67 $ 1.36 AverageCommon Shares OutstandingBasic 165,278 165,258 164,799 165,178 165,509Diluted 166,128 165,939 165,631 165,929 166,177 Common sharesoutstanding 165,838 165,814 165,367 165,838 165,367at end ofperiod

Balance Sheet (unaudited)($ in thousands) December 31, September 30, December 31, 2021 2021 2020 Assets Federal Reserve Bank account $ 627,354 $ 600,581 $ 307,967 Money market investments 22,002 16,294 13,537 Investments: Treasury and 1,778,357 1,803,273 852,196 government-sponsored agenciesMortgage-backed securities 3,698,831 3,354,701 3,339,098 States and political 1,654,986 1,609,283 1,492,162 subdivisionsOther securities 432,478 442,503 458,639 Total investments 7,564,652 7,209,760 6,142,095 Loans held for sale, at fair 35,458 51,306 63,250 valueLoans: Commercial 3,391,769 3,505,183 3,956,422 Commercial and agriculture 6,380,674 6,290,632 5,946,512 real estateConsumer: Home equity 560,590 554,322 556,414 Other consumer loans 1,013,524 1,009,909 1,078,709 Subtotal of commercial and 11,346,557 11,360,046 11,538,057 consumer loansResidential real estate 2,255,289 2,224,782 2,248,422 Total loans 13,601,846 13,584,828 13,786,479 Total earning assets 21,851,312 21,462,769 20,313,328 Allowance for credit losses (107,341 ) (107,868 ) (131,388 )Non-earning Assets: Cash and due from banks 172,663 180,583 268,208 Premises and equipment, net 476,186 476,036 464,408 Operating lease right-of-use 69,560 69,912 76,197 assetsGoodwill and other intangible 1,071,672 1,074,245 1,083,008 assetsCompany-owned life insurance 463,324 461,310 456,110 Other assets 456,188 401,746 430,751 Total non-earning assets 2,709,593 2,663,832 2,778,682 Total assets $ 24,453,564 $ 24,018,733 $ 22,960,622 Liabilities and Equity Noninterest-bearing demand $ 6,303,106 $ 6,440,526 $ 5,633,672 depositsInterest-bearing: Checking and NOW accounts 5,338,022 4,956,012 4,877,046 Savings accounts 3,798,494 3,708,807 3,395,747 Money market accounts 2,169,160 2,097,967 1,908,118 Other time deposits 960,413 992,837 1,103,313 Total core deposits 18,569,195 18,196,149 16,917,896 Brokered deposits ? ? 119,557 Total deposits 18,569,195 18,196,149 17,037,453 Federal funds purchased and 276 34 1,166 interbank borrowingsSecurities sold under 392,275 375,247 431,166 agreements to repurchaseFederal Home Loan Bank 1,886,019 1,890,054 1,991,435 advancesOther borrowings 296,670 270,968 252,787 Total borrowed funds 2,575,240 2,536,303 2,676,554 Operating lease liabilities 76,236 76,771 86,598 Accrued expenses and other 220,875 173,618 187,361 liabilitiesTotal liabilities 21,441,546 20,982,841 19,987,966 Common stock, surplus, and 3,014,393 2,979,082 2,824,885 retained earningsAccumulated othercomprehensive income (loss), (2,375 ) 56,810 147,771 net of taxTotal shareholders' equity 3,012,018 3,035,892 2,972,656 Total liabilities and $ 24,453,564 $ 24,018,733 $ 22,960,622 shareholders' equity

Average Balance Sheet and Interest Rates (unaudited)($ in thousands) Three Months Ended Three Months Ended Three Months Ended December 31, 2021 September 30, 2021 December 31, 2020 Average Income Yield/ Average Income Yield/ Average Income Yield/ (1)/ (1)/ (1)/Earning Assets: Balance Expense Rate Balance Expense Rate Balance Expense RateMoney market andother interest-earninginvestments $ 726,144 $ 276 0.15 % $ 467,572 $ 177 0.15 % $ 413,782 $ 126 0.12 %Investments: Treasury andgovernment-sponsored 1,763,544 6,390 1.45 % 1,730,553 6,968 1.61 % 648,314 2,937 1.81 %agenciesMortgage-backed 3,513,482 15,071 1.72 % 3,313,027 14,509 1.75 % 3,291,436 16,137 1.96 %securitiesStates and political 1,625,390 12,941 3.18 % 1,586,743 12,609 3.18 % 1,437,890 12,008 3.34 %subdivisionsOther securities 438,583 2,608 2.38 % 443,393 2,638 2.38 % 462,836 2,629 2.27 %Total investments 7,340,999 37,010 2.02 % 7,073,716 36,724 2.08 % 5,840,476 33,711 2.31 %Loans: (2) Commercial 3,420,274 31,641 3.62 % 3,645,197 36,139 3.88 % 4,132,831 46,468 4.40 %Commercial andagriculture real 6,341,296 57,347 3.54 % 6,200,144 57,820 3.65 % 5,829,912 58,334 3.92 %estateConsumer: Home equity 556,851 4,380 3.12 % 549,229 4,448 3.21 % 550,548 4,380 3.17 %Other consumer loans 1,009,690 9,488 3.73 % 1,018,385 9,690 3.77 % 1,099,504 11,276 4.08 %Subtotal commercial 11,328,111 102,856 3.60 % 11,412,955 108,097 3.76 % 11,612,795 120,458 4.13 %and consumer loansResidential real 2,275,469 20,228 3.56 % 2,274,347 20,529 3.61 % 2,314,938 22,471 3.88 %estate loans Total loans 13,603,580 123,084 3.56 % 13,687,302 128,626 3.70 % 13,927,733 142,929 4.04 % Total earning assets $ 21,670,723 $ 160,370 2.93 % $ 21,228,590 $ 165,527 3.08 % $ 20,181,991 $ 176,766 3.46 % Less: Allowance for (107,990 ) (111,216 ) (137,539 ) credit losses Non-earning Assets: Cash and due from $ 228,126 $ 272,855 $ 341,154 banksOther assets 2,481,792 2,479,079 2,479,253 Total assets $ 24,272,651 $ 23,869,308 $ 22,864,859 Interest-Bearing Liabilities:Checking and NOW $ 5,093,496 $ 458 0.04 % $ 4,873,914 $ 484 0.04 % $ 4,708,568 $ 629 0.05 %accountsSavings accounts 3,766,543 524 0.06 % 3,678,944 500 0.05 % 3,329,494 487 0.06 %Money market 2,139,702 456 0.08 % 2,110,981 438 0.08 % 1,932,594 445 0.09 %accountsOther time deposits 978,723 1,047 0.42 % 998,060 1,156 0.46 % 1,158,715 2,189 0.75 %Totalinterest-bearing 11,978,464 2,485 0.08 % 11,661,899 2,578 0.09 % 11,129,371 3,750 0.13 %core depositsBrokered deposits ? ? 0.00 % ? ? 0.00 % 37,176 26 0.28 %Totalinterest-bearing 11,978,464 2,485 0.08 % 11,661,899 2,578 0.09 % 11,166,547 3,776 0.13 %deposits Federal fundspurchased and 1,162 ? 0.00 % 689 ? 0.00 % 843 ? 0.03 %interbank borrowingsSecurities soldunder agreements to 381,744 92 0.10 % 384,724 90 0.09 % 438,272 125 0.11 %repurchaseFederal Home Loan 1,887,821 5,122 1.08 % 1,890,916 5,326 1.12 % 2,089,519 5,953 1.13 %Bank advancesOther borrowings 274,926 2,448 3.56 % 270,597 2,460 3.64 % 240,815 2,316 3.85 %Total borrowed funds 2,545,653 7,662 1.19 % 2,546,926 7,876 1.23 % 2,769,449 8,394 1.21 % Totalinterest-bearing $ 14,524,117 $ 10,147 0.28 % $ 14,208,825 $ 10,454 0.29 % $ 13,935,996 $ 12,170 0.35 %liabilities Noninterest-BearingLiabilities and Shareholders' EquityDemand deposits $ 6,435,829 $ 6,314,100 $ 5,644,017 Other liabilities 313,880 318,448 352,256 Shareholders' equity 2,998,825 3,027,935 2,932,590 Total liabilitiesand shareholders' $ 24,272,651 $ 23,869,308 $ 22,864,859 equity Net interest rate 2.65 % 2.79 % 3.11 %spread Net interest margin 2.77 % 2.92 % 3.26 %(FTE) FTE adjustment $ 3,442 $ 3,501 $ 3,517 (1) Interest income is reflected on a fully taxable equivalent basis (FTE). (2) Includes loans held for sale.

Average Balance Sheet and Interest Rates (unaudited)($ in thousands) Twelve Months Ended Twelve Months Ended December 31, 2021 December 31, 2020 Average Income Yield/ Average Income Yield/ (1)/ (1)/Earning Assets: Balance Expense Rate Balance Expense RateMoney market andother interest-earninginvestments $ 450,158 $ 589 0.13 % $ 174,494 $ 568 0.33 %Investments: Treasury andgovernment-sponsored 1,573,855 24,209 1.54 % 547,054 12,124 2.22 %agenciesMortgage-backed 3,356,950 60,479 1.80 % 3,246,520 70,611 2.17 %securitiesStates and political 1,548,939 50,115 3.24 % 1,347,490 47,034 3.49 %subdivisionsOther securities 443,606 10,680 2.41 % 485,430 11,990 2.47 %Total investments $ 6,923,350 $ 145,483 2.10 % $ 5,626,494 $ 141,759 2.52 %Loans: (2) Commercial 3,763,099 138,063 3.67 % 3,843,089 140,473 3.66 %Commercial andagriculture real 6,168,146 228,568 3.71 % 5,477,562 234,670 4.28 %estateConsumer: Home equity 547,322 17,181 3.14 % 553,570 18,561 3.35 %Other consumer loans 1,030,145 39,100 3.80 % 1,131,028 46,661 4.13 %Subtotal commercial 11,508,712 422,912 3.67 % 11,005,249 440,365 4.00 %and consumer loansResidential real 2,269,989 83,578 3.68 % 2,352,444 94,202 4.00 %estate loans Total loans 13,778,701 506,490 3.68 % 13,357,693 534,567 4.00 % Total earning assets $ 21,152,209 $ 652,562 3.09 % $ 19,158,681 $ 676,894 3.53 % Less: Allowance for (117,436 ) (115,321 ) credit losses Non-earning Assets: Cash and due from $ 256,860 $ 327,053 banksOther assets 2,492,054 2,414,602 Total assets $ 23,783,687 $ 21,785,015 Interest-Bearing Liabilities:Checking and NOW $ 4,945,435 $ 2,065 0.04 % $ 4,464,027 $ 5,449 0.12 %accountsSavings accounts 3,648,019 2,003 0.05 % 3,113,435 3,156 0.10 %Money market 2,080,332 1,750 0.08 % 1,866,196 4,585 0.25 %accountsOther time deposits 1,020,359 5,105 0.50 % 1,337,269 14,013 1.05 %Totalinterest-bearing 11,694,145 10,923 0.09 % 10,780,927 27,203 0.25 %core depositsBrokered deposits 41,371 31 0.08 % 85,041 966 1.14 %Totalinterest-bearing 11,735,516 10,954 0.09 % 10,865,968 28,169 0.26 %deposits Federal fundspurchased and 1,113 ? 0.00 % 138,257 1,296 0.94 %interbank borrowingsSecurities soldunder agreements to 392,777 397 0.10 % 375,961 854 0.23 %repurchaseFederal Home Loan 1,902,407 21,075 1.11 % 2,055,155 27,274 1.33 %Bank advancesOther borrowings 269,484 9,823 3.65 % 242,642 9,621 3.96 %Total borrowed funds 2,565,781 31,295 1.22 % 2,812,015 39,045 1.39 % Totalinterest-bearing 14,301,297 42,249 0.30 % 13,677,983 67,214 0.49 %liabilities Noninterest-BearingLiabilities and Shareholders' EquityDemand deposits $ 6,163,937 $ 4,945,506 Other liabilities 320,933 286,066 Shareholders' equity 2,997,520 2,875,460 Total liabilitiesand shareholders' $ 23,783,687 $ 21,785,015 equity Net interest rate 2.79 % 3.04 %spread Net interest margin 2.89 % 3.18 %(FTE) FTE adjustment $ 13,913 $ 13,586 (1) Interest income is reflected on a fully taxable equivalent basis (FTE).(2) Includes loans held for sale.

Asset Quality (EOP) (unaudited)($ in thousands) Three Months Ended Twelve Months Ended December 31, September 30, December 31, December 31, December 31, 2021 2021 2020 2021 2020 Beginningallowance for $ 107,868 $ 109,444 $ 131,388 $ 131,388 $ 54,619 credit lossesImpact ofadopting ASC 326 ? ? ? ? 41,347 on 01/01/2020 Provision for (1,914 ) (4,613 ) (1,100 ) (28,812 ) 38,395 credit losses Gross (545 ) (1,215 ) (707 ) (4,310 ) (15,553 )charge-offsGross recoveries 1,932 4,252 1,807 9,075 12,580 Net(charge-offs) 1,387 3,037 1,100 4,765 (2,973 )recoveries Ending allowancefor credit $ 107,341 $ 107,868 $ 131,388 $ 107,341 $ 131,388 losses Net charge-offs(recoveries) / (0.04) % (0.09) % (0.03) % (0.03) % 0.02 %average loans(1) Average loans $ 13,594,543 $ 13,675,436 $ 13,910,145 $ 13,766,590 $ 13,341,677 outstanding (1) EOP loans 13,601,846 13,584,828 13,786,479 13,601,846 13,786,479 outstanding (1) Allowance forcredit losses / 0.79 % 0.79 % 0.95 % 0.79 % 0.95 %EOP loans (1) Underperforming Assets:Loans 90 Daysand over (still $ 7 $ 113 $ 167 $ 7 $ 167 accruing) Non-performing loans:Nonaccrual loans 106,691 111,586 147,339 106,691 147,339 (2)TDRs still 18,378 16,420 17,749 18,378 17,749 accruingTotalnon-performing 125,069 128,006 165,088 125,069 165,088 loans Foreclosed 2,030 1,943 1,324 2,030 1,324 properties Totalunderperforming $ 127,106 $ 130,062 $ 166,579 $ 127,106 $ 166,579 assets Classified andCriticized Assets:Nonaccrual loans 106,691 111,586 147,339 106,691 147,339 (2)Substandard 162,572 164,192 157,276 162,572 157,276 accruing loansLoans 90 daysand over (still 7 113 167 7 167 accruing)Total classifiedloans - "problem $ 269,270 $ 275,891 $ 304,782 $ 269,270 $ 304,782 loans" Other classified 4,338 4,300 3,706 4,338 3,706 assetsCriticized loans- "special 235,910 240,215 287,192 235,910 287,192 mention loans" Total classifiedand criticized $ 509,518 $ 520,406 $ 595,680 $ 509,518 $ 595,680 assets Non-performingloans / EOP 0.92 % 0.94 % 1.20 % 0.92 % 1.20 %loans (1) Allowance tonon-performing 86 % 84 % 80 % 86 % 80 %loans Under-performingassets / EOP 0.93 % 0.96 % 1.21 % 0.93 % 1.21 %loans (1) EOP total assets $ 24,453,564 $ 24,018,733 $ 22,960,622 $ 24,453,564 $ 22,960,622 Under-performingassets / EOP 0.52 % 0.54 % 0.73 % 0.52 % 0.73 %assets EOP - End ofperiod actual balances(1) Excludes loans held for sale. (2) Includes non-accruing TDRs totaling $11.7 million at December 31, 2021,$12.8 million at September 30, 2021, and $14.9 million at December 30, 2020.

Non-GAAP Measures (unaudited)($ in thousands) Three Months Ended Twelve Months Ended December 31, September 30, December 31, December 31, December 31, 2021 2021 2020 2021 2020 Actual End ofPeriod BalancesGAAPshareholders' $ 3,012,018 $ 3,035,892 $ 2,972,656 $ 3,012,018 $ 2,972,656 equity Deduct: Goodwill 1,036,994 1,036,994 1,036,994 1,036,994 1,036,994 Intangibles 34,678 37,251 46,014 34,678 46,014 1,071,672 1,074,245 1,083,008 1,071,672 1,083,008 Tangibleshareholders' $ 1,940,346 $ 1,961,647 $ 1,889,648 $ 1,940,346 $ 1,889,648 equity Average BalancesGAAPshareholders' $ 2,998,825 $ 3,027,935 $ 2,932,590 $ 2,997,520 $ 2,875,460 equity Deduct: Goodwill 1,036,994 1,036,994 1,036,994 1,036,994 1,036,994 Intangibles 35,992 38,585 47,536 40,071 52,740 1,072,986 1,075,579 1,084,530 1,077,065 1,089,734 Averagetangible $ 1,925,839 $ 1,952,356 $ 1,848,060 $ 1,920,455 $ 1,785,726 shareholders'equity Actual End ofPeriod BalancesGAAP assets $ 24,453,564 $ 24,018,733 $ 22,960,622 $ 24,453,564 $ 22,960,622 Add: Trust ? 116 26 ? 26 overdrafts Deduct: Goodwill 1,036,994 1,036,994 1,036,994 1,036,994 1,036,994 Intangibles 34,678 37,251 46,014 34,678 46,014 1,071,672 1,074,245 1,083,008 1,071,672 1,083,008 Tangible $ 23,381,892 $ 22,944,604 $ 21,877,640 $ 23,381,892 $ 21,877,640 assets Risk-weighted $ 16,588,469 $ 16,227,070 $ 15,369,076 $ 16,588,469 $ 15,369,076 assets (2) GAAP net $ 56,188 $ 71,746 $ 74,120 $ 277,538 $ 226,409 income Add: Amortizationof 1,930 2,084 2,433 8,502 10,585 intangibles(net of tax) Tangible net $ 58,118 $ 73,830 $ 76,553 $ 286,040 $ 236,994 income Tangible RatiosReturn ontangible 11.98 % 15.05 % 16.20 % 14.74 % 12.54 %common equityReturn onaverage 12.07 % 15.13 % 16.57 % 14.89 % 13.27 %tangiblecommon equityReturn ontangible 0.99 % 1.29 % 1.40 % 1.22 % 1.08 %assetsTangiblecommon equity 8.30 % 8.55 % 8.64 % 8.30 % 8.64 %to tangibleassetsTangiblecommon equityto 11.70 % 12.09 % 12.30 % 11.70 % 12.30 %risk-weightedassets (2)Tangiblecommon book 11.70 11.83 11.43 11.70 11.43 value (1) Tangible common equity presentation includes other comprehensive income as is common in other company releases.(1) Tangible common shareholders' equity divided by common shares issued and outstanding at period-end. Tier 1 common $ 1,998,056 $ 1,960,340 $ 1,805,194 $ 1,998,056 $ 1,805,194 equity (2) Risk-weighted 16,588,469 16,227,070 15,369,076 16,588,469 15,369,076 assets (2) Tier 1 commonequity to 12.04 % 12.08 % 11.75 % 12.04 % 11.75 %risk-weightedassets (2) (2) December31, 2021 figures arepreliminary.

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