8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 25, 2023

_________________________________________________________

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

_________________________________________________________

Indiana	001-15817	35-1539838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)		One Main Street
---	---	---
Evansville,	Indiana	47708
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (773) 765-7675

________________________________________________________

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common stock, no par value	ONB	The NASDAQ Stock Market LLC
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	ONBPP	The NASDAQ Stock Market LLC
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C	ONBPO	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 2.02 Results of Operations and Financial Condition.

On April 25, 2023, Old National Bancorp (the “Company”) issued a press release (“Press Release”) reporting its financial results for the first quarter of 2023. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. A slide presentation outlining first quarter of 2023 earnings, strategic developments, and the Company’s financial outlook will be available on the “Investor Relations” section of the Company’s website to complement the conference call to be held on April 25, 2023, at 9:00 a.m. CDT and will be accessible at http://www.oldnational.com immediately before the conference call begins.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

99.1    Press Release issued by Old National Bancorp on April 25, 2023.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 25, 2023

OLD NATIONAL BANCORP

By: /s/ Brendon B. Falconer

Brendon B. Falconer

Senior Executive Vice President and

Chief Financial Officer

3

Document

Exhibit 99.1

Old National's 1st Quarter Results Supported by Strong Deposit Franchise, Ample Liquidity, Stable Credit and Expense Discipline

Evansville, Ind. (April 25, 2023)

Old National Bancorp (NASDAQ: ONB) reports 1Q23 net income applicable to common shares of $142.6 million, diluted EPS of $0.49; $159.1 million and $0.54 on an adjusted1 basis, respectively.

COMMENTARY BY CEO JIM RYAN:

Reflecting on April 10th<br><br>"Five of our Old National team members were lost forever while other team members and two Louisville Metro police officers suffered injuries. In the aftermath, many heroes emerged, including members of law enforcement, city and state officials, the Louisville medical community and some of our own team members who were on the scene.<br><br><br><br>Old National would like to thank the Louisville community for their unconditional love and support, as well as countless other individuals and organizations throughout the country whose outpouring of love and care has strengthened us. We also want to acknowledge and thank our resilient team members who rallied in support of those in Louisville and one another, along with our clients, many of whom reached out to us with messages of care and concern.<br><br><br><br>Finally, we ask everyone to consider giving the gift of life by donating blood. In addition to honoring those impacted in Louisville, your gift will help save lives throughout our nation."

Reflecting on First Quarter Earnings<br><br>"Our positive first quarter results underscore the stability of Old National's low-cost deposit franchise and the granularity and strength of our loan portfolio and revenue streams. When you also factor in another quarter of excellent expense discipline, stable credit and ample liquidity, you can see why Old National finds itself exceptionally well-positioned for whatever headwinds may lie ahead."

FIRST QUARTER HIGHLIGHTS2:

Net Income
	•Earnings per diluted common share ("EPS") of 0.49; adjusted EPS1 of 0.54
Net Interest Income/NIM
	•Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.69%, down 16 basis points ("bps")
Operating Performance
	•Noninterest expense of 250.7 million; adjusted noninterest expense1 of 234.8 million
	•Efficiency ratio1 of 52.8%; adjusted efficiency ratio1 of 48.8%
Deposits and Funding
	•Granular low-cost deposit franchise; total deposit costs of 72 bps and a total deposit beta cycle to date of 15% (interest-bearing deposit beta of 23%)
	•Deposits that were either insured or collateralized3 at March 31, 2023 were ~70% of total deposits
	•Strong liquidity provided by existing funding sources plus available unencumbered, high-quality collateral totaling 15.7 billion; ~150% uninsured covered ratio4
	•Total funding of 41.7 billion, up 2.6% compared to December 31, 2022
Note: See following page for footnotes.

All values are in US Dollars.

Loans and Credit Quality
	•Provision for credit losses6 ("provision") of 13.4 million
	•Net charge-offs of 16.4 million, or 21 bps of average loans; 5 bps excluding purchased credit deteriorated ("PCD") loans that had an allowance at acquisition
	•Non-performing loans of 0.74% of total loans
Return Profile & Capital
	•Repurchased 1.8 million shares of common stock during the quarter
Notable Items
	•1.3 million of property optimization charges
	•5.2 million of losses on sales of debt securities

All values are in US Dollars.

1 Non-GAAP financial measure that management believes is useful in evaluating the financial results of the Company – refer to the Non-GAAP reconciliations contained in this release 2 Comparisons are on a linked-quarter basis, unless otherwise noted 3 Uninsured and uncollateralized deposits include the estimate of Old National Bank federally uninsured deposits for regulatory purposes, as adjusted for $1.4 billion of affiliate deposits and $3.4 billion of collateralized or otherwise insured deposits 4 Represents the ratio of liquidity availability (cash and cash equivalents, funding capacity at FHLB, discount window and Bank Term Funding Program ("BTFP"), and unencumbered eligible collateral) at March 31, 2023, plus recently pledged loan collateral to FHLB, to uninsured and uncollateralized deposits at March 31, 2023 5 Includes loans held for sale 6 Includes the provision for unfunded commitments

RESULTS OF OPERATIONS

Old National Bancorp ("Old National") reported first quarter 2023 net income applicable to common shares of $142.6 million, or $0.49 per diluted common share.

Included in the first quarter was pre-tax charges of $1.3 million for property optimization and $14.6 million related to the February 15, 2022 merger with First Midwest. Excluding these transactions and $5.2 million of realized debt securities losses from the current quarter, adjusted net income was $159.1 million, or $0.54 per diluted common share.

DEPOSITS AND FUNDING

Stable low-cost deposits including normal seasonal patterns in public funds; ample funding and liquidity.

•Period-end total core deposits were $34.9 billion at March 31, 2023, stable including normal seasonal patterns in public funds.

•On average, total deposits for the first quarter were $34.9 billion, a decrease of 1.4%.

•Granular low-cost deposit franchise; total deposit costs of 72 bps and a total deposit cycle to date beta of 15% (interest-bearing deposit beta of 23%).

•Deposits that were either insured or collateralized at March 31, 2023 were approximately 70% of total deposits.

•Strong liquidity provided by existing funding sources plus available unencumbered, high-quality collateral; ~150% uninsured covered ratio4.

•Total funding of $41.7 billion, up 2.6% compared to December 31, 2022.

•A loan to deposit ratio of 91% at March 31, 2023, combined with existing funding sources plus available unencumbered, high-quality collateral totaling approximately $15.7 billion provides strong liquidity.

LOANS

Broad-based disciplined commercial loan growth.

•Period-end total loans3 were $31.8 billion at March 31, 2023, up 2.2% from December 31, 2022, driven by strong commercial loan growth.

•Total commercial loan production in the first quarter was $1.8 billion; period-end commercial pipeline totaled $5.4 billion.

•Average total loans in the first quarter were $31.3 billion, an increase of $532.6 million from the fourth quarter of 2022.

CREDIT QUALITY

Strong credit quality continues to be a hallmark of the Old National franchise.

•Provision5 expense in the first quarter of 2023 was $13.4 million, compared to $11.4 million in the fourth quarter of 2022, reflecting loan and unfunded commitment growth, economic factors and portfolio mix changes.

•Net charge-offs in the first quarter were $16.4 million, or 21 bps of average loans compared to net charge-offs of 5 bps of average loans in the fourth quarter of 2022.

◦Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 5 bps for both the first quarter of 2023 and fourth quarter of 2022.

•30+ day delinquencies were 0.14% at the end of the first quarter of 2023, compared to 0.19% at the end of the fourth quarter of 2022.

•Non-performing loans as a percentage of total loans were 0.74% compared to 0.81% for the fourth quarter of 2022.

•Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. As of March 31, 2023, the remaining discount on these acquired loans was $96 million.

•The allowance for credit losses, including the allowance for credit losses on unfunded commitments, stood at $332.9 million, or 1.05% of total loans at March 31, 2023, compared to $335.9 million, or 1.08% of total loans at December 31, 2022.

NET INTEREST INCOME AND MARGIN

Loan growth and the higher rate environment favorably impact net interest income and margin, more than offset by higher funding costs, fewer days in the quarter and lower accretion.

•Net interest income on a fully taxable equivalent basis decreased to $387.2 million in the first quarter of 2023 compared to $396.5 million in the fourth quarter of 2022, driven by loan growth and the higher rate environment which were more than offset by higher funding costs, fewer days in the quarter and lower accretion income on loans.

•Net interest margin on a fully taxable equivalent basis decreased 16 bps to 3.69% compared to the fourth quarter of 2022.

•Accretion income on loans and borrowings was $7.9 million, or 8 bps of net interest margin, in the first quarter of 2023 compared to $10.4 million, or 10 bps of net interest margin, in the fourth quarter of 2022.

•Cost of total deposits was 0.72%, increasing 38 bps and the cost of total interest-bearing deposits increased 57 bps to 1.09% in the first quarter of 2023.

NONINTEREST INCOME

Increase driven by higher capital markets income as well as wealth management and investment products fees, partly offset by lower bank fees.

•Total noninterest income for the first quarter of 2023 was $70.7 million.

•Excluding realized debt securities losses for both periods and a $90.7 million pre-tax gain on the sale of health savings accounts for the fourth quarter of 2022, adjusted noninterest income for the first quarter was $75.9 million, up 1.8% compared to the fourth quarter of 2022, driven by higher capital markets income as well as wealth management and investment product fees, partially offset by lower service charges on deposit accounts and debit card and ATM fees.

NONINTEREST EXPENSE

Disciplined expense management.

•Noninterest expense for the first quarter of 2023 was $250.7 million and included $1.3 million for property optimization and $14.6 million of merger-related charges.

•Excluding these items, adjusted noninterest expense for the first quarter was $234.8 million, consistent with $235.5 million for the fourth quarter of 2022; lower salary and employee benefits and tax credit amortization was mostly offset by higher FDIC assessment and technology expenses.

•The efficiency ratio1 was 52.8%, while the adjusted efficiency ratio1 was 48.8% for the first quarter of 2023 compared to 49.1% and 47.5%, respectively, for the fourth quarter of 2022.

INCOME TAXES

•Income tax expense in the first quarter of 2023 was $41.4 million, resulting in an effective tax rate of 22.0% compared to 23.4% in the fourth quarter of 2022. On an adjusted fully taxable equivalent ("FTE") basis, the effective tax rate was 24.1% in the first quarter compared to 24.8% in the fourth quarter.

•Income tax expense included $3.1 million of tax credit benefit.

CAPITAL

Capital ratios remain strong.

•Preliminary total risk-based capital was 11.95% and preliminary regulatory Tier 1 capital was 10.62%, impacted by loan growth, merger related charges, and stock repurchases, partly offset by retained earnings.

•Tangible common equity to tangible assets was 6.37% at the end of the first quarter compared to 6.18% in the fourth quarter of 2022.

•The Company repurchased 1.8 million shares of common stock during the quarter.

CONFERENCE CALL AND WEBCAST

Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Tuesday, April 25, 2023, to review first quarter financial results. The live audio webcast link and 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. To listen to the live conference call, dial U.S. (844) 200-6205 or International (929) 526-1599, Access code 892610. A replay of the call will also be available from approximately noon Central Time on April 25, 2023 through May 9, 2023. To access the replay, dial U.S. (866) 813-9403 or international +44 (204) 525-0658, Access code 569807.

ABOUT OLD NATIONAL

Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank, which is the sixth largest commercial bank headquartered in the Midwest. With approximately $48 billion of assets and $28 billion of assets under management, Old National ranks among the top 35 banking companies headquartered in the U.S. Tracing our roots to 1834, Old National Bank has focused on community banking by building long-term, highly valued partnerships with clients and in the communities it serves. 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 MEASURES

The Company's accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP") and general practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist investors in assessing the Company's operating performance. 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 at the end of this release.

The Company presents EPS, the efficiency ratio, return on average common equity, and return on average tangible common equity, all adjusted for certain notable items. These items include the current expected credit loss ("CECL") Day 1 non-PCD provision expense, merger related charges associated with completed acquisitions, gain on sale of health savings accounts, property optimization charges and gains/losses on sales of debt securities. Management believes excluding these items from EPS, the efficiency ratio, return on average common equity, and return on average tangible common equity may be useful in assessing the Company's underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger related charges and the CECL Day 1 non-PCD provision expense from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.

Income tax expense, provision for credit losses, and the certain notable items listed above are excluded from the calculation of pre-provision net revenues, adjusted due to the fluctuation in income before income tax and the level of provision for credit losses required. Management believes pre-provision net revenues, adjusted may be useful in assessing the Company's underlying operating performance and their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The Company presents adjusted noninterest expense, which excludes merger related charges and property optimization charges, as well as adjusted noninterest income, which excludes the gain on sale of health savings accounts and gains/losses on sales of debt securities. Management believes that excluding these items from noninterest expense and noninterest income may be useful in assessing the Company’s underlying operational performance as these items either do not pertain to its core business operations or their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The tax-equivalent adjustment to net interest income and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes.

In management's view, tangible common equity measures are capital adequacy metrics that may be meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from stockholders' equity and retain the effect of accumulated other comprehensive loss in stockholders' equity.

Although intended to enhance investors' understanding of the Company's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business and performance. See the previously provided tables and the following reconciliations in the "Non-GAAP Reconciliations" section for details on the calculation of these measures to the extent presented herein.

FORWARD-LOOKING STATEMENTS

This communication 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’s financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of the words "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "may," "outlook," "plan," "should," and "will," 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 or outcomes to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: the continued impact of the COVID-19 pandemic on our business as well as the business of our customers; competition; government legislation, regulations and policies; the ability of Old National to execute its business plan, including the completion of the integration related to the merger between Old National and First Midwest and the achievement of the synergies and other benefits from the merger; unanticipated changes in our liquidity position, including but not limited to changes in access to sources of liquidity and capital to address our liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; failure or circumvention of our internal controls; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of our information systems; computer hacking and other cybersecurity threats; other matters discussed in this communication; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this communication and are not guarantees of future results or performance, and Old National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this communication.

CONTACTS:
Media: Kathy Schoettlin	Investors: Lynell Walton
(812) 465-7269	(812) 464-1366
Kathy.Schoettlin@oldnational.com	Lynell.Walton@oldnational.com
Financial Highlights (unaudited)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
( and shares in thousands, except per share data)
			December 31,			September 30,			June 30,			March 31,
			2022			2022			2022			2022
Income Statement
Net interest income	381,488		$	391,090		$	376,589		$	337,472		$	222,785
FTE adjustment1,4			5,378			4,950			4,314			3,772
Net interest income - tax equivalent basis4			396,468			381,539			341,786			226,557
Provision for credit losses2			11,408			15,490			9,165			108,736
Noninterest income			165,037			80,385			89,117			65,240
Noninterest expense2			282,675			262,444			277,475			215,589
Net income (loss) available to common shareholders	142,566		$	196,701		$	136,119		$	110,952		$	(29,603)
Per Common Share Data
Weighted average diluted shares			293,131			292,483			291,881			227,002
EPS, diluted	0.49		$	0.67		$	0.47		$	0.38		$	(0.13)
Cash dividends			0.14			0.14			0.14			0.14
Dividend payout ratio3		%	21		%	30		%	37		%	(108)		%
Book value	17.24		$	16.68		$	16.05		$	16.51		$	17.03
Stock price			17.98			16.47			14.79			16.38
Tangible book value4			9.42			8.75			9.23			9.71
Performance Ratios
ROAA		%	1.74		%	1.22		%	1.01		%	(0.31)		%
ROAE		%	16.8		%	11.1		%	9.1		%	(2.9)		%
ROATCE4		%	31.5		%	20.5		%	16.9		%	(4.0)		%
NIM (FTE)		%	3.85		%	3.71		%	3.33		%	2.88		%
Efficiency ratio4		%	49.1		%	55.3		%	62.7		%	72.3		%
Efficiency ratio (prior presentation)5			N/A			56.2		%	62.7		%	76.2		%
NCOs (recoveries) to average loans		%	0.05		%	0.10		%	0.02		%	0.05		%
ACL on loans to EOP loans		%	0.98		%	0.99		%	0.97		%	0.99		%
ACL6 to EOP loans		%	1.08		%	1.08		%	1.05		%	1.07		%
NPLs to EOP loans		%	0.81		%	0.81		%	0.78		%	0.88		%
Balance Sheet (EOP)
Total loans	31,822,374		$	31,123,641		$	30,528,933		$	29,553,648		$	28,336,244
Total assets			46,763,372			46,215,526			45,748,355			45,834,648
Total deposits			35,000,830			36,053,663			35,538,975			35,607,390
Total borrowed funds			5,586,314			4,264,750			4,384,411			4,347,560
Total shareholders' equity			5,128,595			4,943,383			5,078,783			5,232,114
Capital Ratios4
Risk-based capital ratios (EOP):
Tier 1 common equity		%	10.03		%	9.88		%	9.90		%	10.04		%
Tier 1 capital		%	10.71		%	10.58		%	10.63		%	10.79		%
Total capital		%	12.02		%	11.84		%	12.03		%	12.19		%
Leverage ratio (average assets)		%	8.52		%	8.26		%	8.19		%	10.58		%
Equity to assets (averages)		%	10.70		%	11.18		%	11.22		%	12.03		%
TCE to TA		%	6.18		%	5.82		%	6.20		%	6.51		%
Nonfinancial Data
Full-time equivalent employees			3,967			4,008			4,196			4,333
Banking centers			263			263			266			267
1 Calculated using the federal statutory tax rate in effect of 21% for all periods.
2 Provision for unfunded commitments is included in the provision for credit losses. The reclassification of the provision for unfunded commitments out of other expense as a component of noninterest expense was made to amounts prior to December 31, 2022 to conform to the current period presentation.
3 Cash dividends per common share divided by net income per common share (basic).
4 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.   March 31, 2023 capital ratios are preliminary.
5 Presented as calculated prior to December 31, 2022, which included the provision for unfunded commitments in noninterest expense. Management believes that removing the provision for unfunded commitments from this metric enhances comparability for peer comparison purposes.
6 Includes the allowance for credit losses on loans and unfunded commitments.
FTE - Fully taxable equivalent basis ROAA - Return on average assets ROAE - Return on average equity
ROATCE - Return on average tangible common equity NCOs - Net Charge-offs ALL - Allowance for loan losses ACL - Allowance for Credit Losses   EOP - End of period actual balances NPLs - Non-performing Loans TCE - Tangible common equity TA - Tangible assets

All values are in US Dollars.

Income Statement (unaudited)
( and shares in thousands, except per share data)
		December 31,		September 30,		June 30,		March 31,
		2022		2022		2022		2022
Interest income	495,649	$	457,821	$	406,518	$	354,358	$	235,505
Less: interest expense		66,731		29,929		16,886		12,720
Net interest income		391,090		376,589		337,472		222,785
Provision for credit losses1		11,408		15,490		9,165		108,736
Net interest income  after provision for credit losses		379,682		361,099		328,307		114,049
Wealth management fees		17,851		17,317		19,304		14,630
Service charges on deposit accounts		18,109		20,042		20,324		14,026
Debit card and ATM fees		10,798		10,608		11,222		7,599
Mortgage banking revenue		3,888		5,360		6,522		7,245
Investment product fees		7,817		8,042		8,568		7,322
Capital markets income		5,377		8,906		7,261		4,442
Company-owned life insurance		3,108		3,361		4,571		3,524
Gain on sale of health savings accounts		90,673		—		—		—
Other income		7,589		6,921		11,430		6,110
Gains (losses) on sales of debt securities		(173)		(172)		(85)		342
Total noninterest income		165,037		80,385		89,117		65,240
Salaries and employee benefits		142,459		147,203		161,817		124,147
Occupancy		26,488		26,418		26,496		21,019
Equipment		7,591		7,328		7,550		5,168
Marketing		8,508		10,361		9,119		4,276
Technology		19,951		20,269		25,883		18,762
Communication		4,159		5,392		5,878		3,417
Professional fees		6,360		6,559		6,336		19,791
FDIC assessment		5,809		6,249		4,699		2,575
Amortization of intangibles		6,787		7,089		7,170		4,811
Amortization of tax credit investments		5,258		2,662		1,525		1,516
Property optimization		26,818		—		—		—
Other expense1		22,487		22,914		21,002		10,107
Total noninterest expense		282,675		262,444		277,475		215,589
Income (loss) before income  taxes		262,044		179,040		139,949		(36,300)
Income tax expense (benefit)		61,309		38,887		24,964		(8,714)
Net income (loss)	146,600	$	200,735	$	140,153	$	114,985	$	(27,586)
Preferred dividends		(4,034)		(4,034)		(4,033)		(2,017)
Net income (loss) applicable to common shares	142,566	$	196,701	$	136,119	$	110,952	$	(29,603)
EPS	0.49	$	0.67	$	0.47	$	0.38	$	(0.13)
Weighted Average Common Shares Outstanding
Basic		291,012		290,961		290,862		227,002
Diluted		293,131		292,483		291,881		227,002
Common shares outstanding (EOP)		292,903		292,880		292,893		292,959
1 Provision for unfunded commitments is included in the provision for credit losses. The reclassification of the provision for unfunded commitments out of other expense as a component of noninterest expense was made to amounts prior to December 31, 2022 to conform to the current period presentation.

All values are in US Dollars.

End of Period Balance Sheet (unaudited)
( in thousands)
		December 31,		September 30,		June 30,		March 31,
		2022		2022		2022		2022
Earning Assets
Federal Reserve Bank account	712,388	$	269,374	$	328,391	$	334,570	$	1,545,389
Money market investments		5,606		6,374		7,774		12,419
Investments:
Treasury and government-sponsored agencies		2,195,175		2,186,551		2,461,173		2,527,568
Mortgage-backed securities		5,476,718		5,584,241		5,976,921		6,086,853
States and political subdivisions		1,827,164		1,829,561		1,839,333		1,840,823
Other securities		730,476		693,303		719,223		735,550
Total investments		10,229,533		10,293,656		10,996,650		11,190,794
Loans held for sale, at fair value		11,926		19,748		26,217		39,376
Loans:
Commercial		9,508,904		9,311,148		8,923,983		8,624,253
Commercial and agriculture real estate		12,457,070		12,227,888		11,796,503		11,337,735
Consumer:
Home equity		1,033,783		1,043,594		1,097,852		1,080,885
Other consumer loans		1,663,443		1,678,997		1,656,253		1,587,216
Subtotal of commercial and consumer loans		24,663,200		24,261,627		23,474,591		22,630,089
Residential real estate		6,460,441		6,267,306		6,079,057		5,706,155
Total loans		31,123,641		30,528,933		29,553,648		28,336,244
Total earning assets		41,640,080		41,177,102		40,918,859		41,124,222
Allowance for credit losses on loans		(303,671)		(302,254)		(288,003)		(280,507)
Non-earning Assets:
Cash and due from banks		453,432		466,846		455,620		418,744
Premises and equipment, net		557,307		588,021		586,031		584,113
Operating lease right-of-use assets		189,714		187,626		192,196		201,802
Goodwill and other intangible assets		2,125,121		2,135,792		2,131,815		2,144,609
Company-owned life insurance		768,552		767,089		769,595		766,291
Other assets		1,332,837		1,195,304		982,242		875,374
Total non-earning assets		5,426,963		5,340,678		5,117,499		4,990,933
Total assets	47,842,644	$	46,763,372	$	46,215,526	$	45,748,355	$	45,834,648
Liabilities and Equity
Noninterest-bearing demand deposits	10,995,083	$	11,930,798	$	12,400,077	$	12,388,379	$	12,463,136
Interest-bearing:
Checking and NOW accounts		8,340,955		8,963,014		8,473,510		8,296,337
Savings accounts		6,326,158		6,616,512		6,796,152		6,871,767
Money market accounts		5,389,139		5,602,729		5,373,318		5,432,139
Other time deposits		2,775,991		2,393,083		2,479,304		2,544,011
Total core deposits		34,763,041		35,975,415		35,510,663		35,607,390
Brokered deposits		237,789		78,248		28,312		—
Total deposits		35,000,830		36,053,663		35,538,975		35,607,390
Federal funds purchased and interbank borrowings		581,489		301,031		1,561		1,721
Securities sold under agreements to repurchase		432,804		438,053		476,173		509,275
Federal Home Loan Bank advances		3,829,018		2,804,617		3,283,963		3,239,357
Other borrowings		743,003		721,049		622,714		597,207
Total borrowed funds		5,586,314		4,264,750		4,384,411		4,347,560
Operating lease liabilities		211,964		207,725		215,188		234,049
Accrued expenses and other liabilities		835,669		746,005		530,998		413,535
Total liabilities		41,634,777		41,272,143		40,669,572		40,602,534
Preferred stock, common stock, surplus, and retained earnings		5,915,017		5,751,833		5,647,916		5,570,313
Accumulated other comprehensive income (loss), net of tax		(786,422)		(808,450)		(569,133)		(338,199)
Total shareholders' equity		5,128,595		4,943,383		5,078,783		5,232,114
Total liabilities and shareholders' equity	47,842,644	$	46,763,372	$	46,215,526	$	45,748,355	$	45,834,648

All values are in US Dollars.

Average Balance Sheet and Interest Rates (unaudited)
( in thousands)
						Three Months Ended						Three Months Ended
						December 31, 2022						March 31, 2022
		Income1/		Yield/		Average		Income1/		Yield/		Average		Income1/		Yield/
Earning Assets:		Expense		Rate		Balance		Expense		Rate		Balance		Expense		Rate
Money market and other interest-earning investments	497,953	$	3,098	2.52	%	$	324,801	$	(259)	(0.32)	%	$	1,336,404	$	308	0.09	%
Investments:
Treasury and government-sponsored agencies		16,531		3.01	%	2,151,746		14,683		2.73	%	2,195,470		8,219		1.50	%
Mortgage-backed securities		35,090		2.59	%	5,470,753		35,344		2.58	%	4,869,038		24,377		2.00	%
States and political subdivisions		14,690		3.25	%	1,818,431		14,849		3.27	%	1,738,652		13,637		3.14	%
Other securities		8,604		4.66	%	702,730		7,741		4.41	%	605,552		4,144		2.74	%
Total investments		74,915		2.95	%	10,143,660		72,617		2.86	%	9,408,712		50,377		2.14	%
Loans:2
Commercial		147,620		6.24	%	9,330,906		132,711		5.69	%	5,893,907		55,283		3.75	%
Commercial and agriculture real estate		179,475		5.67	%	12,317,057		161,766		5.25	%	8,749,162		77,408		3.54	%
Consumer:
Home equity		19,070		8.32	%	949,925		16,926		7.07	%	783,729		7,355		3.81	%
Other consumer loans		19,038		4.52	%	1,766,527		19,906		4.47	%	1,320,923		14,560		4.47	%
Subtotal commercial and consumer loans		365,203		5.91	%	24,364,415		331,309		5.43	%	16,747,721		154,606		3.74	%
Residential real estate loans		58,099		3.56	%	6,373,819		59,532		3.74	%	3,990,716		33,986		3.41	%
Total loans		423,302		5.42	%	30,738,234		390,841		5.08	%	20,738,437		188,592		3.64	%
Total earning assets	41,941,913	$	501,315	4.79	%	$	41,206,695	$	463,199	4.49	%	$	31,483,553	$	239,277	3.04	%
Less: Allowance for credit losses on loans						(303,009)						(168,175)
Non-earning Assets:
Cash and due from banks	437,872					$	368,874					$	268,836
Other assets						4,861,247						3,480,640
Total assets	46,982,507					$	46,133,807					$	35,064,854
Interest-Bearing Liabilities:
Checking and NOW accounts	7,988,579	$	19,359	0.98	%	$	8,482,651	$	13,189	0.62	%	$	6,784,653	$	596	0.04	%
Savings accounts		2,230		0.15	%	6,482,369		1,558		0.10	%	5,302,015		589		0.05	%
Money market accounts		20,010		1.44	%	5,382,254		8,091		0.60	%	3,778,682		691		0.07	%
Other time deposits		15,289		2.03	%	2,540,619		5,688		0.89	%	1,745,153		1,318		0.31	%
Total interest-bearing core deposits		56,888		1.01	%	22,887,893		28,526		0.49	%	17,610,503		3,194		0.07	%
Brokered deposits		5,705		4.62	%	129,745		1,366		4.18	%	—		—		0.00	%
Total interest-bearing deposits		62,593		1.09	%	23,017,638		29,892		0.52	%	17,610,503		3,194		0.07	%
Federal funds purchased and interbank borrowings		4,839		4.68	%	475,431		4,299		3.59	%	1,113		—		0.01	%
Securities sold under agreements to repurchase		779		0.77	%	409,916		556		0.54	%	449,939		96		0.09	%
Federal Home Loan Bank advances		37,996		3.61	%	3,266,896		25,609		3.11	%	2,589,984		5,963		0.93	%
Other borrowings		7,954		4.13	%	753,401		6,375		3.36	%	432,434		3,467		3.21	%
Total borrowed funds		51,568		3.55	%	4,905,644		36,839		2.98	%	3,473,470		9,526		1.11	%
Total interest-bearing liabilities	29,258,350	$	114,161	1.58	%	$	27,923,282	$	66,731	0.95	%	$	21,083,973	$	12,720	0.24	%
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits	11,526,267					$	12,373,495					$	9,294,876
Other liabilities						900,448						467,589
Shareholders' equity						4,936,582						4,218,416
Total liabilities and shareholders' equity	46,982,507					$	46,133,807					$	35,064,854
Net interest rate spread				3.21	%					3.54	%					2.80	%
Net interest margin (GAAP)				3.64	%					3.80	%					2.83	%
Net interest margin (FTE)3				3.69	%					3.85	%					2.88	%
FTE adjustment		$	5,666					$	5,378					$	3,772
1 Interest income is reflected on a FTE.
2 Includes loans held for sale.
3 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

All values are in US Dollars.

Asset Quality (EOP) (unaudited)
( in thousands)
			December 31,			September 30,			June 30,			March 31,
			2022			2022			2022			2022
Allowance for credit losses:
Beginning allowance for credit losses on loans	303,671		$	302,254		$	288,003		$	280,507		$	107,341
Allowance established for acquired PCD loans			—			10,558			—			78,531
Provision for credit losses on loans			5,389			11,288			9,254			97,409
Gross charge-offs			(7,081)			(11,440)			(4,096)			(4,664)
Gross recoveries			3,109			3,845			2,338			1,890
NCOs			(3,972)			(7,595)			(1,758)			(2,774)
Ending allowance for credit losses on loans	298,711		$	303,671		$	302,254		$	288,003		$	280,507
Beginning allowance for credit losses on unfunded commitments	32,188		$	26,169		$	21,966		$	22,046		$	10,879
Provision (release) for credit losses onunfunded commitments			6,019			4,203			(80)			11,167
Ending allowance for credit losses on unfunded commitments	34,156		$	32,188		$	26,169		$	21,966		$	22,046
Allowance for credit losses	332,867		$	335,859		$	328,423		$	309,969		$	302,553
Provision for credit losses on loans	11,469		$	5,389		$	11,288		$	9,254		$	97,409
Provision (release) for credit losses on unfunded commitments1			6,019			4,203			(80)			11,167
Provision for credit losses1	13,437		$	11,408		$	15,491		$	9,174		$	108,576
NCOs / average loans2		%	0.05		%	0.10		%	0.02		%	0.05		%
Average loans2	31,270,299		$	30,737,698		$	29,890,008		$	28,847,003		$	20,725,313
EOP loans2			31,123,641			30,528,933			29,553,648			28,336,244
ACL on loans / EOP loans2		%	0.98		%	0.99		%	0.97		%	0.99		%
ACL / EOP loans2		%	1.08		%	1.08		%	1.05		%	1.07		%
Underperforming Assets:
Loans 90 days and over (still accruing)	1,231		$	2,650		$	767		$	882		$	1,646
NPLs:
Nonaccrual loans3,4			238,178			233,659			214,924			227,925
TDRs still accruing4			15,313			13,674			15,665			20,999
Total NPLs			253,491			247,333			230,589			248,924
Foreclosed assets			10,845			11,967			12,618			19,713
Total underperforming assets	246,385		$	266,986		$	260,067		$	244,089		$	270,283
Classified and Criticized Assets:
Nonaccrual loans3	234,337		$	238,178		$	233,659		$	214,924		$	227,925
Substandard loans (still accruing)			504,657			476,724			490,566			518,341
Loans 90 days and over (still accruing)			2,650			767			882			1,646
Total classified loans - "problem loans"			745,485			711,150			706,372			747,912
Other classified assets			24,735			24,773			25,004			24,676
Criticized loans - "special mention loans"			636,069			549,994			452,835			507,689
Total classified and criticized assets	1,425,545		$	1,406,289		$	1,285,917		$	1,184,211		$	1,280,277
Loans 30-89 days past due	42,071		$	55,522		$	65,632		$	48,889		$	94,114
NPLs / EOP loans2		%	0.81		%	0.81		%	0.78		%	0.88		%
ACL to NPLs		%	132		%	133		%	134		%	122		%
Under-performing assets/EOP loans2		%	0.86		%	0.85		%	0.83		%	0.95		%
Under-performing assets/EOP assets		%	0.57		%	0.56		%	0.53		%	0.59		%
30+ day delinquencies2		%	0.19		%	0.22		%	0.17		%	0.34		%
1 Excludes 0.2 million of expense to establish an allowance on held-to-maturity securities during the first quarter of 2022. Provision for unfunded commitments is included in the provision for credit losses. The reclassification of the provision for unfunded commitments out of other expense as a component of noninterest expense was made to amounts prior to December 31, 2022 to conform to the current period presentation.
2 Excludes loans held for sale.
3 Includes non-accruing TDRs totaling 24.0 million at December 31, 2022, 23.8 million at September 30, 2022, 24.3 million at June 30, 2022 and 23.8 million at March 31, 2022.
4 As a result of accounting guidance adopted in 2023, the TDR classification is no longer applicable subsequent to December 31, 2022.
PCD - Purchased credit deteriorated TDR - Troubled debt restructuring

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( and shares in thousands, except per share data)
			December 31,			September 30,			June 30,			March 31,
			2022			2022			2022			2022
Earnings Per Share:
Net income applicable to common shares	142,566		$	196,701		$	136,119		$	110,952		$	(29,603)
Adjustments:
Merger related charges2			20,314			22,743			36,585			52,299
Tax effect1			(5,160)			(8,529)			(13,057)			(9,534)
Merger related charges, net			15,154			14,214			23,528			42,765
Debt Securities (gains) losses			173			172			85			(342)
Tax effect1			(44)			(65)			(30)			62
Debt securities (gains) losses, net			129			107			55			(280)
Property optimization			26,818			—			—			—
Tax effect1			(6,812)			—			—			—
Property optimization, net			20,006			—			—			—
Gain on sale of health savings accounts			(90,673)			—			—			—
Tax effect1			23,031			—			—			—
Gain on sale of health savings accounts, net			(67,642)			—			—			—
Day 1 non-PCD			—			—			—			96,270
Tax effect1			—			—			—			(17,550)
Day 1 non-PCD, net			—			—			—			78,720
Total adjustments, net			(32,353)			14,321			23,583			121,205
Net income applicable to common shares, adjusted	159,061		$	164,348		$	150,440		$	134,535		$	91,602
Weighted average diluted common shares outstanding			293,131			292,483			291,881			227,002
EPS, diluted	0.49		$	0.67		$	0.47		$	0.38		$	(0.13)
Adjusted EPS, diluted	0.54		$	0.56		$	0.51		$	0.46		$	0.40
NIM:
Net interest income	381,488		$	391,090		$	376,589		$	337,472		$	222,785
Add: FTE adjustment1			5,378			4,950			4,314			3,772
Net interest income (FTE)	387,154		$	396,468		$	381,539		$	341,786		$	226,557
Average earning assets	41,941,913		$	41,206,695		$	41,180,026		$	41,003,338		$	31,483,553
NIM (GAAP)		%	3.80		%	3.66		%	3.29		%	2.83		%
NIM (FTE)		%	3.85		%	3.71		%	3.33		%	2.88		%

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
			December 31,			September 30,			June 30,			March 31,
			2022			2022			2022			2022
PPNR:
Net interest income (FTE)1	387,154		$	396,468		$	381,539		$	341,786		$	226,557
Add: Noninterest income			165,037			80,385			89,117			65,240
Total revenue (FTE)			561,505			461,924			430,903			291,797
Less: Noninterest expense			(282,675)			(262,444)			(277,475)			(215,589)
PPNR	207,124		$	278,830		$	199,480		$	153,428		$	76,208
Adjustments:
Gain on sale of health savings accounts	—		$	(90,673)		$	—		$	—		$	—
Debt securities (gains) losses			173			172			85			(342)
Noninterest income adjustments			(90,500)			172			85			(342)
Adjusted noninterest income			74,537			80,557			89,202			64,898
Adjusted revenue	463,051		$	471,005		$	462,096		$	430,988		$	291,455
Adjustments:
Merger related charges3	14,558		$	20,314		$	22,743		$	36,585		$	41,286
Property optimization			26,818			—			—			—
Noninterest expense adjustments			47,132			22,743			36,585			41,286
Adjusted total noninterest expense			(235,543)			(239,701)			(240,890)			(174,303)
Adjusted PPNR	228,215		$	235,462		$	222,395		$	190,098		$	117,152
Efficiency Ratio:
Noninterest expense	250,711		$	282,675		$	262,444		$	277,475		$	215,589
Less: Amortization of intangibles			(6,787)			(7,089)			(7,170)			(4,811)
Noninterest expense, excl. amortization of intangibles			275,888			255,355			270,305			210,778
Less: Amortization of tax credit investments			(5,258)			(2,662)			(1,525)			(1,516)
Less: Noninterest expense adjustments			(47,132)			(22,743)			(36,585)			(41,286)
Adjusted noninterest expense	225,889		$	223,498		$	229,950		$	232,195		$	167,976
Total revenue (FTE)1	457,835		$	561,505		$	461,924		$	430,903		$	291,797
Less: Debt securities (gains) losses			173			172			85			(342)
Total revenue excl. debt securities (gains) losses			561,678			462,096			430,988			291,455
Less: Gain on sale of health savings accounts			(90,673)			—			—			—
Total adjusted revenue	463,051		$	471,005		$	462,096		$	430,988		$	291,455
Efficiency Ratio		%	49.1		%	55.3		%	62.7		%	72.3		%
Efficiency Ratio (prior presentation)4			N/A			56.2		%	62.7		%	76.2		%
Adjusted Efficiency Ratio		%	47.5		%	49.8		%	53.9		%	57.6		%
Adjusted Efficiency Ratio (prior presentation)4			N/A			50.7		%	53.9		%	57.7		%

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
			December 31,		September 30,		June 30,		March 31,
			2022		2022		2022		2022
ROAE and ROATCE:
Net income (loss) applicable to common shares	142,566		$	196,701	$	136,119	$	110,952	$	(29,603)
Amortization of intangibles			6,787		7,089		7,170		4,811
Tax effect1			(1,697)		(1,772)		(1,793)		(877)
Amortization of intangibles, net			5,090		5,317		5,377		3,934
Net income (loss) applicable to common shares, excluding intangible amortization			201,791		141,436		116,329		(25,669)
Total adjustments, net (see pg.11)			(32,353)		14,321		23,583		121,205
Adjusted tangible net income applicable to common shares	163,700		$	169,438	$	155,757	$	139,912	$	95,536
Average shareholders' equity	5,166,188		$	4,936,582	$	5,134,153	$	5,129,900	$	4,218,416
Less: Average preferred equity			(243,719)		(243,719)		(243,719)		(117,210)
Average shareholders' common equity	4,922,469		$	4,692,863	$	4,890,434	$	4,886,181	$	4,101,206
Average goodwill and other intangible assets			(2,132,480)		(2,129,858)		(2,136,964)		(1,550,624)
Average tangible shareholder's common equity	2,800,312		$	2,560,383	$	2,760,576	$	2,749,217	$	2,550,582
ROAE		%	16.8%		11.1%		9.1%		(2.9)%
ROAE, adjusted		%	14.0%		12.3%		11.0%		8.9%
ROATCE		%	31.5%		20.5%		16.9%		(4.0)%
ROATCE, adjusted		%	26.5%		22.6%		20.4%		15.0%

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
			December 31,			September 30,			June 30,			March 31,
			2022			2022			2022			2022
Tangible Common Equity:
Shareholders' equity	5,277,426		$	5,128,595		$	4,943,383		$	5,078,783		$	5,232,114
Less: Preferred equity			(243,719)			(243,719)			(243,719)			(243,719)
Shareholders' common equity	5,033,707		$	4,884,876		$	4,699,664		$	4,835,064		$	4,988,395
Less: Goodwill and other intangible assets			(2,125,121)			(2,135,792)			(2,131,815)			(2,144,609)
Tangible shareholders' common equity	2,914,772		$	2,759,755		$	2,563,872		$	2,703,249		$	2,843,786
Total assets	47,842,644		$	46,763,372		$	46,215,526		$	45,748,355		$	45,834,648
Less: Goodwill and other intangible assets			(2,125,121)			(2,135,792)			(2,131,815)			(2,144,609)
Tangible assets	45,723,709		$	44,638,251		$	44,079,734		$	43,616,540		$	43,690,039
Risk-weighted assets5	36,856,873		$	35,950,900		$	34,741,765		$	33,662,205		$	32,341,335
Tangible common equity to tangible assets		%	6.18		%	5.82		%	6.20		%	6.51		%
Tangible common equity to risk-weighted assets5		%	7.68		%	7.38		%	8.03		%	8.79		%
Tangible Common Equity:
Common shares outstanding			292,903			292,880			292,893			292,959
Tangible common book value	9.98		$	9.42		$	8.75		$	9.23		$	9.71
1 Tax-effect calculations use management's estimate of the full year FTE tax rates (federal + state).2 Includes 11.0 million of provision for unfunded commitments for the three months ended March 31, 2022.3 Excludes 11.0 million of provision for unfunded commitments that is included in provision for credit losses for the three months ended March 31, 2022. 4 Presented as calculated prior to December 31, 2022, which included the provision for unfunded commitments in noninterest expense. Management believes that removing the provision for unfunded commitments from this metric enhances comparability for peer comparison purposes. 5 March 31, 2023 figures are preliminary.

All values are in US Dollars.

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