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8-K

Old National Bancorp /In/ (ONB)

8-K 2021-01-19 For: 2021-01-19
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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): January 19, 2021

_________________________________________________________

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: (800) 731-2265

________________________________________________________

(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

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 January 19, 2021, Old National Bancorp (the “Company”) issued a press release (“Press Release”) reporting its financial results for the fourth quarter and full year 2020. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. A slide presentation outlining fourth quarter and full year 2020 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 January 19, 2021, at 9:00 a.m. CDT and will be accessible at http://www.oldnational.com immediately before the conference call begins.

Forward-Looking Statements

In this report, we have made various statements regarding current expectations or forecasts of future events, which speak only as of the date the statements are made. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are also made from time-to-time in press releases and in oral statements made by the officers of the Company. Forward-looking statements can be identified by the use of the words “expect,” “may,” “could,” “intend,” “project,” “estimate,” “believe,” “anticipate,” and other words of similar meaning. Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect, such as statements about the potential impacts of the COVID-19 pandemic. Therefore, undue reliance should not be placed upon these estimates and statements. We cannot assure that any of these statements, estimates, or beliefs will be realized and actual results may differ from those contemplated in these “forward-looking statements.” We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. You are advised to consult further disclosures we may make on related subjects in our filings with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

99.1         Press Release issued by Old National Bancorp on January 19, 2021

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: January 19, 2021

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 Bancorp capture1a.jpg
One Main Street
Evansville, IN 47708 Media: Kathy A. Schoettlin (812) 465-7269
oldnational.com Investors: Lynell J. Walton (812) 464-1366

Old National reports 4th quarter earnings of $74.1 million,

or $0.44 per share

Evansville, Ind. (January 19, 2021)

Old National Bancorp (NASDAQ: ONB) reports 4Q20 net income of $74.1 million, diluted EPS of $0.44.
Adjusted1 net income of $76.6 million, or $0.46 per diluted share.
Full-Year 2020 net income of $226.4 million, or $1.36 per diluted share.
Adjusted1 Full-Year net income of $250.3 million, or $1.50 per diluted share.

CEO COMMENTARY:

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

FOURTH QUARTER HIGHLIGHTS2:

Net income
•Earnings per diluted share of 0.44
Net interest income/NIM
•Net interest margin on a fully taxable equivalent basis of 3.26% compared to 3.03%
Operating Performance
•Adjusted PPNR1 of 94.0 million, up 27.2% over fourth quarter of 2019
•Noninterest expense of 142.3 million
•Adjusted noninterest expense1 of 128.8 million
•Efficiency ratio1 of 62.37%
•Adjusted efficiency ratio1 of 56.35%
Loans and Credit Quality
◦Total commercial loans increased 473.1 million, excluding the 536.2 million decline in PPP loans
•Fourth-quarter total commercial production of 1,197.1 million
•Provision for credit losses was a recapture of 1.1 million
•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 Profile & Capital
•Return on average tangible common equity1 of 16.57%
•Adjusted return on average tangible common equity1 of 17.08%
•No shares of common stock were repurchased during the current quarter
Notable Items
•9.9 million in tax credit amortization

All values are in US Dollars.

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 $74.1 million, or $0.44 per diluted share.

Included in the fourth quarter were pre-tax charges of $3.6 million 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.

LOANS

Strong commercial production continued; PPP loan forgiveness accelerated.

•Period-end total loans were $13,849.7 million at December 31, 2020, a decrease of $127.9 million, or 3.7% annualized, when compared to the $13,977.6 million 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 $245.0 million to $5,946.5 million, 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 $1,635.1 million and residential mortgage loans decreased $16.9 million to $2,248.4 million.

•Average total loans in the fourth quarter were $13,927.7 million, an increase of $78.8 million 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.

DEPOSITS

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

•Period-end total deposits were $17,037.5 million at December 31, 2020, an increase of $531.0 million, 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 $4,877.0 million at December 31, 2020.

•Noninterest-bearing deposits increased $170.7 million to $5,633.7 million at December 31, 2020 from $5,463.0 million at September 30, 2020.

•On average, total deposits in the fourth quarter were $16,810.6 million, compared to $16,436.8 million in the third quarter of 2020.

NET INTEREST INCOME AND MARGIN

Net interest income and margin benefit from accelerated PPP loan forgiveness; deposit and funding costs continue to decline.

•Net interest income increased to $161.1 million 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 $5.4 million, or 10 basis points of net interest margin, in the fourth quarter of 2020 compared to $5.4 million, 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 $1.0 million, 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 QUALITY

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

•Old National recorded a provision recapture in the fourth quarter of 2020 of $1.1 million, compared to no provision recorded in the third quarter.

•Net recoveries in the fourth quarter were $1.1 million, compared to net recoveries of $3.0 million 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 December 31, 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 December 31, 2020.

NONINTEREST INCOME

Noninterest 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 $58.5 million, a decrease of $6.2 million from the third quarter of 2020.

•Mortgage banking revenue decreased $1.9 million 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 EXPENSE

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

•Noninterest expense for the fourth quarter of 2020 was $142.3 million and included $3.6 million in ONB Way charges and $9.9 million in tax credit amortization.

•Excluding these items, adjusted noninterest expense for the fourth quarter was $128.8 million, compared to the $114.2 million 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 $7.8 million, resulting in a 9.5% FTE tax rate.

•Income tax expense included $13.6 million in tax credit benefit.

CAPITAL AND LIQUIDITY

Capital 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 000s) 4Q20 Adjustments4 Adjusted 4Q20
Total 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 000s) 2020 Adjustments4 Adjusted 2020
Total 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 3Q20
Net 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 4Q19
--- --- --- --- ---
Net 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 2019
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Noninterest Expense $ 142.3 $ 120.2 $ 134.7 $ 541.4 $ 508.5
Less: ONB Way Charges (3.6) (2.9) (8.2) (42.6) (11.4)
Less: Merger and Integration Charges (0.2) (6.0)
Noninterest Expense less Charges $ 138.7 $ 117.3 $ 126.3 $ 498.8 $ 491.1
Less: Amortization of Tax Credit Investments (9.9) (3.1) (0.7) (18.8) (2.7)
Adjusted Noninterest Expense $ 128.8 $ 114.2 $ 125.6 $ 480.0 $ 488.4
Less: Intangible Amortization (3.3) (3.4) (3.9) (14.1) (16.9)
Adjusted Noninterest Expense Less Intangible Amortization $ 125.5 $ 110.8 $ 121.7 $ 465.9 $ 471.5
Net 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 (FTE) $ 164.6 $ 149.0 $ 152.2 $ 609.7 $ 617.2
Total Noninterest Income 58.5 64.7 47.7 239.2 199.3
Total Revenue (FTE) $ 223.1 $ 213.7 $ 199.9 $ 848.9 $ 816.5
Less: Debt Securities Gains/Losses (0.2) (4.9) (0.4) (10.8) (1.9)
Less: Gain on Branch Actions (0.1)
Adjusted Total Revenue (FTE) $ 222.8 $ 208.8 $ 199.5 $ 838.1 $ 814.6
Efficiency Ratio 62.37 % 55.93 % 65.57 % 62.91 % 60.35 %
Adjusted Efficiency Ratio 56.35 % 53.06 % 60.97 % 55.59 % 57.87 %
Operating Leverage5 (basis points) 598 (251)
Adjusted Operating Leverage6 (basis points) 917 460

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

6 Year-over-year basis point change in adjusted noninterest expense plus change in adjusted total revenue

($ in millions) 4Q20 3Q20
Net Income $ 74.1 $ 77.9
Add: Intangible Amortization (net of tax7) 2.4 2.6
Tangible Net Income $ 76.5 $ 80.5
Less: Securities Gains/Losses (net of tax7) (0.2) (3.7)
Add: Loss on Branch Actions (net of tax7) (0.1)
Add: ONB Way Charges (net of tax7) 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 WEBCAST

Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Tuesday, January 19, 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 Company’s Investor Relations web page at oldnational.com and will be archived there for 12 months. A replay of the call will also be available from Noon Central Time on January 19 through February 2. To access the replay, dial 1-855-859-2056, Conference ID Code 6389837.

ABOUT OLD NATIONAL

Old 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 World’s 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 National’s 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 MEASURES

This earnings release contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Old National’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the tables of this release.

FORWARD-LOOKING STATEMENT

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements include, but are not limited to, descriptions of Old National Bancorp’s (“Old National’s”) financial condition, results of operations, asset and credit quality trends and profitability.  Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning.  These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties, 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 National’s 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)
Twelve Months Ended
September 30, December 31, December 31, December 31,
2020 2019 2020 2019
Income Statement
Net interest income 161,079 $ 145,573 $ 148,899 $ 596,094 $ 604,273
Tax equivalent adjustment (1) 3,379 3,282 13,586 12,940
Net interest income - tax equivalent basis 148,952 152,181 609,680 617,213
Provision for loan losses (4) 1,264 38,395 4,747
Noninterest income 64,759 47,726 239,274 199,317
Noninterest expense 120,234 134,743 541,417 508,487
Net income 77,944 49,185 226,409 238,206
Per Common Share Data
Weighted average diluted shares 165,419 170,186 166,177 172,687
Net income (diluted) 0.44 $ 0.47 $ 0.29 $ 1.36 $ 1.38
Cash dividends 0.14 0.13 0.56 0.52
Common dividend payout ratio (2) % 30 % 45 % 41 % 37 %
Book value 17.98 $ 17.67 $ 16.82 $ 17.98 $ 16.82
Stock price 12.56 18.29 16.56 18.29
Tangible common book value (3) 11.10 10.35 11.43 10.35
Performance Ratios
Return on average assets % 1.40 % 0.97 % 1.04 % 1.19 %
Return on average common equity % 10.79 % 6.94 % 7.87 % 8.57 %
Return on tangible common equity (3) % 17.56 % 11.89 % 12.54 % 14.30 %
Return on average tangible common equity (3) % 17.88 % 12.03 % 13.27 % 14.97 %
Net interest margin (FTE) % 3.03 % 3.46 % 3.18 % 3.55 %
Efficiency ratio (5) % 55.93 % 65.57 % 62.91 % 60.35 %
Net charge-offs (recoveries) to average loans % (0.09) % 0.12 % 0.02 % 0.05 %
Allowance for loan losses to ending loans (4) % 0.95 % 0.45 % 0.95 % 0.45 %
Non-performing loans to ending loans % 1.15 % 1.19 % 1.20 % 1.19 %
Balance Sheet (EOP)
Total loans 13,786,479 $ 13,892,509 $ 12,117,524 $ 13,786,479 $ 12,117,524
Total assets 22,460,476 20,411,667 22,960,622 20,411,667
Total deposits 16,506,494 14,553,397 17,037,453 14,553,397
Total borrowed funds 2,725,731 2,744,728 2,676,554 2,744,728
Total shareholders' equity 2,921,149 2,852,453 2,972,656 2,852,453
Capital Ratios (3)
Risk-based capital ratios (EOP):
Tier 1 common equity % 11.84 % 12.13 % 11.75 % 12.13 %
Tier 1 % 11.84 % 12.13 % 11.75 % 12.13 %
Total % 12.81 % 12.99 % 12.69 % 12.99 %
Leverage ratio (to average assets) % 8.15 % 8.88 % 8.20 % 8.88 %
Total equity to assets (averages) % 12.97 % 14.01 % 13.20 % 13.88 %
Tangible common equity to tangible assets % 8.58 % 9.09 % 8.64 % 9.09 %
Nonfinancial Data
Full-time equivalent employees 2,484 2,709 2,445 2,709
Banking centers 162 192 162 192
(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, 2020 capital ratios are preliminary.
(4) Beginning January 1, 2020, calculation is based on current expected loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.
(5) Efficiency ratio is defined as noninterest expense before amortization of intangibles as a percent of FTE net interest income and
noninterest revenues, excluding net gains from debt securities transactions. This presentation excludes amortization of intangibles
and net debt securities gains, as is common in other company releases, and better aligns with true operating performance.
FTE - Fully taxable equivalent basis EOP - End of period actual balances N/A - Not applicable

All values are in US Dollars.

Income Statement (unaudited)
( and shares in thousands, except per share data)
Twelve Months Ended
September 30, December 31, December 31, December 31,
2020 2019 2020 2019
Interest income 173,249 $ 160,086 $ 176,553 $ 663,308 $ 730,387
Less: interest expense 14,513 27,654 67,214 126,114
Net interest income 145,573 148,899 596,094 604,273
Provision for loan losses (1) 1,264 38,395 4,747
Net interest income after provision for loan losses 145,573 147,635 557,699 599,526
Wealth management fees 9,239 9,468 36,806 37,072
Service charges on deposit accounts 8,698 10,714 35,081 44,915
Debit card and ATM fees 5,276 5,360 20,178 21,652
Mortgage banking revenue 18,110 5,626 62,775 26,622
Investment product fees 5,351 5,679 21,614 21,785
Capital markets income 5,428 3,043 22,480 13,270
Company-owned life insurance 2,830 2,937 12,031 11,539
Other income 4,906 4,462 17,542 20,539
Gains (losses) on sales of debt securities 4,921 437 10,767 1,923
Total noninterest income 64,759 47,726 239,274 199,317
Salaries and employee benefits 69,860 74,974 293,590 289,452
Occupancy 13,930 14,184 55,316 55,255
Equipment 3,754 3,958 16,690 16,903
Marketing 2,140 3,631 10,874 15,898
Data processing 9,628 9,080 41,086 37,589
Communication 2,241 2,450 9,731 10,702
Professional fees 3,083 9,986 15,755 22,854
FDIC assessment 1,319 1,529 6,722 6,030
Amortization of intangibles 3,459 3,946 14,091 16,911
Amortization of tax credit investments 3,115 710 18,788 2,749
Other expense 7,705 10,295 58,774 34,144
Total noninterest expense 120,234 134,743 541,417 508,487
Income before income taxes 90,098 60,618 255,556 290,356
Income tax expense 12,154 11,433 29,147 52,150
Net income 74,120 $ 77,944 $ 49,185 $ 226,409 $ 238,206
Diluted Earnings Per Share
Net income 0.44 $ 0.47 $ 0.29 $ 1.36 $ 1.38
Average Common Shares Outstanding
Basic 164,773 169,235 165,509 171,907
Diluted 165,419 170,186 166,177 172,687
Common shares outstanding at end of period 165,333 169,616 165,367 169,616
(1) Beginning January 1, 2020, calculation is based on current expected loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

All values are in US Dollars.

Balance Sheet (unaudited)
( in thousands)
September 30, December 31,
2020 2019
Assets
Federal Reserve Bank account 307,967 $ 87,682 $ 29,141
Money market investments 13,437 12,430
Investments:
Treasury and government-sponsored agencies 501,771 610,666
Mortgage-backed securities 3,382,280 3,183,861
States and political subdivisions 1,426,495 1,275,643
Other securities 462,958 485,862
Total investments 5,773,504 5,556,032
Loans held for sale, at fair value 85,091 46,898
Loans:
Commercial 4,264,568 2,890,296
Commercial and agriculture real estate 5,701,493 5,166,792
Consumer:
Home equity 549,115 559,021
Other consumer loans 1,112,034 1,167,126
Subtotal of commercial and consumer loans 11,627,210 9,783,235
Residential real estate 2,265,299 2,334,289
Total loans 13,892,509 12,117,524
Total earning assets 19,852,223 17,762,025
Allowance for loan losses (1) (131,388) (54,619)
Non-earning Assets:
Cash and due from banks 229,631 234,766
Premises and equipment, net 463,253 490,925
Operating lease right-of-use assets 77,482 95,477
Goodwill and other intangible assets 1,086,252 1,097,099
Company-owned life insurance 455,975 448,967
Other assets 427,048 337,027
Total non-earning assets 2,739,641 2,704,261
Total assets 22,960,622 $ 22,460,476 $ 20,411,667
Liabilities and Equity
Noninterest-bearing demand deposits 5,633,672 $ 5,463,007 $ 4,042,286
Interest-bearing:
Checking and NOW accounts 4,588,432 4,149,639
Savings accounts 3,287,302 2,845,423
Money market accounts 1,904,404 1,833,819
Other time deposits 1,206,658 1,589,988
Total core deposits 16,449,803 14,461,155
Brokered deposits 56,691 92,242
Total deposits 16,506,494 14,553,397
Federal funds purchased and interbank borrowings 1,259 350,414
Securities sold under agreements to repurchase 399,141 327,782
Federal Home Loan Bank advances 2,087,648 1,822,847
Other borrowings 237,683 243,685
Total borrowed funds 2,725,731 2,744,728
Operating lease liabilities 88,552 99,500
Accrued expenses and other liabilities 218,550 161,589
Total liabilities 19,539,327 17,559,214
Common stock, surplus, and retained earnings 2,771,865 2,796,246
Accumulated other comprehensive income (loss), net of tax 149,284 56,207
Total shareholders' equity 2,921,149 2,852,453
Total liabilities and shareholders' equity 22,960,622 $ 22,460,476 $ 20,411,667
(1) Beginning January 1, 2020, calculation is based on current expected loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

All values are in US Dollars.

Average Balance Sheet and Interest Rates (unaudited)
( in thousands)
Three Months Ended Three Months Ended
September 30, 2020 December 31, 2019
Income (1)/ Yield/ Average Income (1)/ Yield/ Average Income (1)/ Yield/
Earning Assets: Expense Rate Balance Expense Rate Balance Expense Rate
Money market and other interest-earning
investments 413,782 $ 126 0.12 % $ 137,880 $ 59 0.17 % $ 87,835 $ 530 2.39 %
Investments:
Treasury and government-sponsored agencies 2,937 1.81 % 454,005 2,457 2.17 % 546,266 3,547 2.60 %
Mortgage-backed securities 16,137 1.96 % 3,342,284 17,478 2.09 % 3,172,818 18,844 2.38 %
States and political subdivisions 12,008 3.34 % 1,383,765 11,860 3.43 % 1,211,850 11,133 3.67 %
Other securities 2,629 2.27 % 487,405 2,922 2.40 % 489,889 3,585 2.93 %
Total investments 33,711 2.31 % 5,667,459 34,717 2.45 % 5,420,823 37,109 2.74 %
Loans: (2)
Commercial 46,468 4.40 % 4,274,894 33,223 3.04 % 2,891,641 31,925 4.32 %
Commercial and agriculture real estate 58,334 3.92 % 5,546,486 55,891 3.94 % 5,129,638 66,959 5.11 %
Consumer:
Home equity 4,380 3.17 % 551,380 4,336 3.13 % 561,125 6,426 4.54 %
Other consumer loans 11,276 4.08 % 1,120,681 11,635 4.13 % 1,153,924 12,245 4.21 %
Subtotal commercial and consumer loans 120,458 4.13 % 11,493,441 105,085 3.64 % 9,736,328 117,555 4.79 %
Residential real estate loans 22,471 3.88 % 2,355,512 23,604 4.01 % 2,332,835 24,641 4.23 %
Total loans 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 loan losses (3) (132,447) (57,162)
Non-earning Assets:
Cash and due from banks 341,154 $ 346,343 $ 278,324
Other assets 2,405,517 2,419,792
Total assets 22,864,859 $ 22,273,705 $ 20,218,775
Interest-Bearing Liabilities:
Checking and NOW accounts 4,708,568 $ 629 0.05 % $ 4,607,427 $ 886 0.08 % $ 4,121,021 $ 3,812 0.37 %
Savings accounts 487 0.06 % 3,232,375 634 0.08 % 2,842,996 1,586 0.22 %
Money market accounts 445 0.09 % 1,902,407 724 0.15 % 1,839,258 3,558 0.77 %
Other time deposits 2,189 0.75 % 1,253,058 2,852 0.91 % 1,642,773 6,101 1.47 %
Total interest-bearing core deposits 3,750 0.13 % 10,995,267 5,096 0.18 % 10,446,048 15,057 0.57 %
Brokered deposits 26 0.28 % 150,545 201 0.53 % 109,504 637 2.31 %
Total interest-bearing deposits 3,776 0.13 % 11,145,812 5,297 0.19 % 10,555,552 15,694 0.59 %
Federal funds purchased and interbank borrowings 0.03 % 18,347 12 0.25 % 95,973 437 1.80 %
Securities sold under agreements to repurchase 125 0.11 % 385,149 160 0.16 % 337,786 469 0.55 %
Federal Home Loan Bank advances 5,953 1.13 % 2,021,468 6,709 1.32 % 1,843,357 8,359 1.80 %
Other borrowings 2,316 3.85 % 237,811 2,335 3.93 % 251,565 2,695 4.29 %
Total borrowed funds 8,394 1.21 % 2,662,775 9,216 1.38 % 2,528,681 11,960 1.88 %
Total interest-bearing liabilities 12,170 0.35 % 13,808,587 14,513 0.42 % 13,084,233 27,654 0.84 %
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits 5,644,017 $ 5,291,037 $ 4,047,308
Other liabilities 284,536 254,296
Shareholders' equity 2,889,545 2,832,938
Total liabilities and shareholders' equity 22,864,859 $ 22,273,705 $ 20,218,775
Net interest rate spread 3.11 % 2.87 % 3.21 %
Net interest margin (FTE) 3.26 % 3.03 % 3.46 %
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 loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

All values are in US Dollars.

Average Balance Sheet and Interest Rates (unaudited)
( in thousands)
Twelve Months Ended
December 31, 2019
Income (1)/ Yield/ Average Income (1)/ Yield/
Earning Assets: Expense Rate Balance Expense Rate
Money market and other interest-earning
investments 174,494 $ 568 0.33 % $ 67,069 $ 1,670 2.49 %
Investments:
Treasury and government-sponsored agencies 12,124 2.22 % 657,233 16,091 2.45 %
Mortgage-backed securities 70,611 2.17 % 2,866,600 73,835 2.58 %
States and political subdivisions 47,034 3.49 % 1,202,210 44,716 3.72 %
Other securities 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 140,473 3.66 % 3,023,421 141,215 4.67 %
Commercial and agriculture real estate 234,670 4.28 % 5,044,623 275,853 5.47 %
Consumer:
Home equity 18,561 3.35 % 566,232 28,515 5.04 %
Other consumer loans 46,661 4.13 % 1,180,898 48,681 4.12 %
Subtotal commercial and consumer loans 440,365 4.00 % 9,815,174 494,264 5.04 %
Residential real estate loans 94,202 4.00 % 2,281,047 96,613 4.24 %
Total loans 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 loan losses (3) (56,624)
Non-earning Assets:
Cash and due from banks 327,053 $ 251,857
Other assets 2,453,001
Total assets 21,785,015 $ 20,033,414
Interest-Bearing Liabilities:
Checking and NOW accounts 4,464,027 $ 5,449 0.12 % $ 3,902,765 $ 15,598 0.40 %
Savings accounts 3,156 0.10 % 2,878,135 8,142 0.28 %
Money market accounts 4,585 0.25 % 1,789,065 14,130 0.79 %
Other time deposits 14,013 1.05 % 1,748,552 27,400 1.57 %
Total interest-bearing core deposits 27,203 0.25 % 10,318,517 65,270 0.63 %
Brokered deposits 966 1.14 % 173,439 4,094 2.36 %
Total interest-bearing deposits 28,169 0.26 % 10,491,956 69,364 0.66 %
Federal funds purchased and interbank borrowings 1,296 0.94 % 241,618 5,656 2.34 %
Securities sold under agreements to repurchase 854 0.23 % 342,654 2,517 0.73 %
Federal Home Loan Bank advances 27,274 1.33 % 1,775,987 37,452 2.11 %
Other borrowings 9,621 3.96 % 251,194 11,125 4.43 %
Total borrowed funds 39,045 1.39 % 2,611,453 56,750 2.17 %
Total interest-bearing liabilities 67,214 0.49 % 13,103,409 126,114 0.96 %
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits 4,945,506 $ 3,887,470
Other liabilities 261,403
Shareholders' equity 2,781,132
Total liabilities and shareholders' equity 21,785,015 $ 20,033,414
Net interest rate spread 3.04 % 3.32 %
Net interest margin (FTE) 3.18 % 3.55 %
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 loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

All values are in US Dollars.

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

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
Twelve Months Ended
September 30, December 31, December 31, December 31,
2020 2019 2020 2019
Actual End of Period Balances
GAAP shareholders' equity
Deduct:
Goodwill 1,036,994 1,036,994 1,036,994 1,036,994
Intangibles 49,258 60,105 46,014 60,105
1,086,252 1,097,099 1,083,008 1,097,099
Tangible shareholders' equity
Average Balances
GAAP shareholders' equity
Deduct:
Goodwill 1,036,994 1,036,994 1,036,994 1,036,456
Intangibles 50,926 61,963 52,740 68,244
1,087,920 1,098,957 1,089,734 1,104,700
Average tangible shareholders' equity
Actual End of Period Balances
GAAP assets
Add:
Trust overdrafts 17 31 26 31
Deduct:
Goodwill 1,036,994 1,036,994 1,036,994 1,036,994
Intangibles 49,258 60,105 46,014 60,105
1,086,252 1,097,099 1,083,008 1,097,099
Tangible assets
Risk-weighted assets (2)
GAAP net income
Add:
Amortization of intangibles (net of tax) 2,595 2,976 10,585 12,756
Tangible net income
Tangible Ratios
Return on tangible common equity % 17.56 % 11.89 % 12.54 % 14.30 %
Return on average tangible common equity % 17.88 % 12.03 % 13.27 % 14.97 %
Return on tangible assets % 1.51 % 1.08 % 1.08 % 1.30 %
Tangible common equity to tangible assets % 8.58 % 9.09 % 8.64 % 9.09 %
Tangible common equity to risk-weighted assets (2) % 12.42 % 12.47 % 12.30 % 12.47 %
Tangible common book value (1) 11.10 10.35 11.43 10.35
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 equity (2) 1,748,150 1,706,727 1,805,194 1,706,727
Risk-weighted assets (2) 14,770,750 14,073,929 15,369,076 14,073,929
Tier 1 common equity to risk-weighted assets (2) % 11.84 % 12.13 % 11.75 % 12.13 %
(2) December 31, 2020 figures are preliminary.

All values are in US Dollars.