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Old National Bancorp Reports First Quarter 2024 Results
ソース: Nasdaq GlobeNewswire / 23 4 2024 07:00:55 America/Chicago
EVANSVILLE, Ind., April 23, 2024 (GLOBE NEWSWIRE) --
Old National Bancorp (NASDAQ: ONB) reports 1Q24 net income applicable to common shares of $116.3 million, diluted EPS of $0.40; $130.8 million and $0.45 on an adjusted1 basis, respectively.
CEO COMMENTARY:
"Old National's positive quarterly results were highlighted by continued growth in our granular, peer-leading deposit franchise, disciplined loan growth, a year-over-year tangible book value increase, and stable credit quality," said Chairman and CEO Jim Ryan. "We accomplished these strong results while driving toward a successful close (on April 1) of our partnership with Nashville-based CapStar Bank."
FIRST QUARTER HIGHLIGHTS2:Net Income - Net income applicable to common shares of $116.3 million; adjusted net income applicable to common shares1 of $130.8 million
- Earnings per diluted common share ("EPS") of $0.40; adjusted EPS1 of $0.45
Net Interest Income/NIM - Net interest income on a fully taxable equivalent basis1 of $362.7 million
- Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.28%, down 11 basis points ("bps")
Operating Performance - Pre-provision net revenue1 (“PPNR”) of $177.9 million; adjusted PPNR1 of $197.2 million
- Noninterest expense of $262.3 million; adjusted noninterest expense1 of $243.1 million
- Efficiency ratio1 of 58.3%; adjusted efficiency ratio1 of 53.4%
Deposits and Funding - Period-end total deposits of $37.7 billion, up 5.0% annualized; core deposits up 3.2% annualized
- Granular low-cost deposit franchise; total deposit costs of 201 bps and a cycle to date (2Q22-1Q24) total deposit beta of 38% (interest-bearing deposit beta of 50%)
Loans and Credit Quality - End-of-period total loans3 of $33.6 billion, up 7.5% annualized
- Provision for credit losses4 ("provision") of $18.9 million
- Net charge-offs of $11.8 million, or 14 bps of average loans; 7 bps excluding purchased credit deteriorated ("PCD") loans that had an allowance at acquisition
- 30+ day delinquencies of 0.16% and non-performing loans of 0.98% of total loans
Return Profile & Capital - Return on average tangible common equity1 of 14.9%; adjusted return on average tangible common equity1 of 16.7%
Notable Items - $13.3 million pre-tax distribution of excess legacy First Midwest pension plan assets5
- $3.0 million pre-tax FDIC special assessment6
- $2.9 million of pre-tax merger-related charges
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 Includes loans held-for-sale 4 Includes the provision for unfunded commitments 5 Includes non-cash expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest Bancorp, Inc. plan 6 Represents the Company's estimate of its FDIC special assessment using the FDIC's updated estimate of losses to its Deposit Insurance Fund
RESULTS OF OPERATIONS2
Old National Bancorp ("Old National") reported first quarter 2024 net income applicable to common shares of $116.3 million, or $0.40 per diluted common share.Included in first quarter results was a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, as well as pre-tax charges of $3.0 million for the FDIC special assessment and $2.9 million of merger-related charges. Excluding these transactions and realized debt securities losses from the current quarter, adjusted net income1 was $130.8 million, or $0.45 per diluted common share.
DEPOSITS AND FUNDING
Growth in deposits including normal seasonal patterns in business checking and public funds.- Period-end total deposits were $37.7 billion, up $464.2 million, or 5.0% annualized; core deposits increased 3.2% annualized; includes normal seasonal patterns in business checking and public funds.
- On average, total deposits for the first quarter were $37.1 billion, a decrease of 1.2%.
- Granular low-cost deposit franchise; total deposit costs of 201 bps and a cycle to date total deposit beta of 38% (interest-bearing deposit beta of 50%).
- A loan to deposit ratio of 89%, combined with existing funding sources, provides strong liquidity.
LOANS
Broad-based disciplined commercial loan growth.- Period-end total loans3 were $33.6 billion, up 7.5% annualized.
- Total commercial loan production in the first quarter was $1.1 billion; period-end commercial pipeline totaled $2.7 billion.
- Average total loans in the first quarter were $33.2 billion, an increase of $480.3 million.
CREDIT QUALITY
Strong credit quality continues to be a hallmark of Old National.- Provision4 expense was $18.9 million, compared to $11.6 million, reflecting net charge-offs and loan growth, as well as economic factors.
- Net charge-offs were $11.8 million, or 14 bps of average loans compared to net charge-offs of 12 bps of average loans.
- Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 7 bps.
- 30+ day delinquencies as a percentage of loans were 0.16%, compared to 0.22%.
- Non-performing loans as a percentage of total loans were 0.98% compared to 0.83%.
- Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. The remaining discount on these acquired loans was $75.0 million.
- The allowance for credit losses, including the allowance for credit losses on unfunded commitments, stood at $346.0 million, or 1.03% of total loans, compared to $338.8 million, or 1.03% of total loans.
NET INTEREST INCOME AND MARGIN
Lower net interest income and margin compression reflective of the rate environment.- Net interest income on a fully taxable equivalent basis1 decreased to $362.7 million compared to $370.5 million, driven by higher funding costs and fewer days in the quarter, partly offset by loan growth.
- Net interest margin on a fully taxable equivalent basis1 decreased 11 bps to 3.28%.
- Accretion income on loans and borrowings was $5.1 million, or 5 bps of net interest margin1, compared to $6.2 million, or 6 bps of net interest margin1.
- Cost of total deposits was 2.01%, increasing 16 bps and the cost of total interest-bearing deposits increased 15 bps to 2.68%.
NONINTEREST INCOME
Increased mortgage fees, wealth fees, and other income, offset by lower capital markets income.- Total noninterest income was $77.5 million.
- Excluding realized debt securities gains/losses for both periods and gain on sale of Visa Class B restricted shares for the fourth quarter of 2023, adjusted noninterest income was down 2.2% due to lower capital markets income, partially offset by an increase in mortgage fees, wealth fees, and other income.
NONINTEREST EXPENSE
Disciplined expense management.- Noninterest expense was $262.3 million and included a $13.3 million non-cash expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, as well as $3.0 million of FDIC special assessment charges and $2.9 million of merger-related charges.
- Excluding these items, adjusted noninterest expense was $243.1 million, compared to $255.2 million; lower due to elevated performance-driven incentive accruals and higher amortization of tax credit investments for the fourth quarter of 2023, as well as lower professional fees and other expense for the first quarter of 2024, partially offset by payroll tax due to timing.
- The efficiency ratio1 was 58.3%, while the adjusted efficiency ratio1 was 53.4% compared to 59.0% and 53.8%, respectively.
INCOME TAXES
- Income tax expense was $32.5 million, resulting in an effective tax rate of 21.3% compared to 21.5%. On an adjusted fully taxable equivalent ("FTE") basis, the effective tax rate was 24.4% compared to 24.2%.
- Income tax expense included $3.3 million of tax credit benefit.
CAPITAL
Capital ratios remain strong.- All regulatory capital ratios grew in the quarter with preliminary total risk-based capital up 10 bps to 12.74% and preliminary regulatory Tier 1 capital up 5 bps to 11.40%, driven by retained earnings, partly offset by strong loan growth.
- Tangible common equity to tangible assets was 6.86% compared to 6.85%.
CAPSTAR TRANSACTION
On April 1, 2024, Old National completed its acquisition of CapStar Financial Holdings, Inc. ("CapStar"), and its wholly-owned subsidiary, CapStar Bank. This partnership strengthens Old National’s Nashville, Tennessee presence and adds several new high-growth markets. At closing, CapStar had approximately $3.0 billion of total assets, $2.3 billion of total loans, and $2.6 billion of deposits. Old National expects system conversions related to the transaction to be completed in the third quarter of 2024.CONFERENCE CALL AND WEBCAST
Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Tuesday, April 23, 2024, to review first quarter financial results. The live audio webcast link and corresponding presentation slides will be available on the Company’s Investor Relations website at oldnational.com and will be archived there for 12 months. To listen to the live conference call, dial U.S. (800) 715-9871 or International (646) 307-1963, access code 3992332. A replay of the call will also be available from approximately noon Central Time on April 23, 2024 through May 7, 2024. To access the replay, dial U.S. (800) 770-2030 or International (647) 362-9199; Access code 3992332.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 $53 billion of assets and $29 billion of assets under management (including CapStar Financial Holdings, Inc. on a pro forma basis as of December 31, 2023), Old National ranks among the top 30 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, return on average tangible common equity, and net income applicable to common shares, all adjusted for certain notable items. These items include gain on sale of Visa Class B restricted shares, distribution of excess pension assets expense, FDIC special assessment expense, contract termination charges, merger-related charges associated with completed and pending acquisitions, debt securities gains/losses, expenses related to the tragic April 10, 2023 event at our downtown Louisville location ("Louisville expenses"), and property optimization charges. 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 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 distribution of excess pension assets expense, FDIC special assessment expense, contract termination charges, merger-related charges, property optimization charges, Louisville expenses, as well as adjusted noninterest income, which excludes the gain on sale of Visa Class B restricted shares and debt securities gains/losses. 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 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the Securities and Exchange Commission ("SEC"), in press releases, and in oral and written statements made by us that are not statements of historical fact and constitute forward‐looking statements within the meaning of the Act. 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 words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "outlook," "plan," "potential," "predict," "should," "would," 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, including, but not limited to: competition; government legislation, regulations and policies; the ability of Old National to execute its business plan; unanticipated changes in our liquidity position, including but not limited to changes in our 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; market, economic, operational, liquidity, credit, and interest rate risks associated with our business; our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses; the expected cost savings, synergies and other financial benefits from the merger (the “Merger”) between Old National and CapStar Financial Holdings, Inc. not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger; the potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses and the success of revenue-generating and cost reduction initiatives; failure or circumvention of our internal controls; operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities; 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; the effects of climate change on Old National and its customers, borrowers, or service providers; political and economic uncertainty and instability; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this communication; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2023 and other filings with the SEC. These forward-looking statements are made only as of the date of this communication and are not guarantees of future results, performance or outcomes, 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 Durchholz (812) 465-7269 (812) 464-1366 Kathy.Schoettlin@oldnational.com Lynell.Durchholz@oldnational.com Financial Highlights (unaudited) ($ and shares in thousands, except per share data) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Income Statement Net interest income $ 356,458 $ 364,408 $ 375,086 $ 382,171 $ 381,488 FTE adjustment1,3 6,253 6,100 5,837 5,825 5,666 Net interest income - tax equivalent basis3 362,711 370,508 380,923 387,996 387,154 Provision for credit losses 18,891 11,595 19,068 14,787 13,437 Noninterest income 77,522 100,094 80,938 81,629 70,681 Noninterest expense 262,317 284,235 244,776 246,584 250,711 Net income available to common shareholders $ 116,250 $ 128,446 $ 143,842 $ 151,003 $ 142,566 Per Common Share Data Weighted average diluted shares 292,207 292,029 291,717 291,266 292,756 EPS, diluted $ 0.40 $ 0.44 $ 0.49 $ 0.52 $ 0.49 Cash dividends 0.14 0.14 0.14 0.14 0.14 Dividend payout ratio2 35 % 32 % 29 % 27 % 29 % Book value $ 18.24 $ 18.18 $ 17.07 $ 17.25 $ 17.24 Stock price 17.41 16.89 14.54 13.94 14.42 Tangible book value3 11.10 11.00 9.87 10.03 9.98 Performance Ratios ROAA 0.98 % 1.09 % 1.22 % 1.29 % 1.25 % ROAE 8.7 % 10.2 % 11.4 % 12.0 % 11.6 % ROATCE3 14.9 % 18.1 % 20.2 % 21.4 % 21.0 % NIM (FTE) 3.28 % 3.39 % 3.49 % 3.60 % 3.69 % Efficiency ratio3 58.3 % 59.0 % 51.7 % 51.2 % 52.8 % NCOs to average loans 0.14 % 0.12 % 0.24 % 0.13 % 0.21 % ACL on loans to EOP loans 0.95 % 0.93 % 0.93 % 0.93 % 0.94 % ACL4 to EOP loans 1.03 % 1.03 % 1.03 % 1.04 % 1.05 % NPLs to EOP loans 0.98 % 0.83 % 0.80 % 0.91 % 0.74 % Balance Sheet (EOP) Total loans $ 33,623,319 $ 32,991,927 $ 32,577,834 $ 32,432,473 $ 31,822,374 Total assets 49,534,918 49,089,836 49,059,448 48,496,755 47,842,644 Total deposits 37,699,418 37,235,180 37,252,676 36,231,315 34,917,792 Total borrowed funds 5,331,161 5,331,147 5,556,010 6,034,008 6,740,454 Total shareholders' equity 5,595,408 5,562,900 5,239,537 5,292,095 5,277,426 Capital Ratios Risk-based capital ratios (EOP): Tier 1 common equity 10.76 % 10.70 % 10.41 % 10.14 % 9.98 % Tier 1 capital 11.40 % 11.35 % 11.06 % 10.79 % 10.64 % Total capital 12.74 % 12.64 % 12.32 % 12.14 % 11.96 % Leverage ratio (average assets) 8.96 % 8.83 % 8.70 % 8.59 % 8.53 % Equity to assets (averages)3 11.32 % 10.81 % 10.88 % 10.96 % 11.00 % TCE to TA3 6.86 % 6.85 % 6.15 % 6.33 % 6.37 % Nonfinancial Data Full-time equivalent employees 3,955 3,940 3,981 4,021 4,023 Banking centers 258 258 257 256 256 1 Calculated using the federal statutory tax rate in effect of 21% for all periods. 2 Cash dividends per common share divided by net income per common share (basic). 3 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.
March 31, 2024 capital ratios are preliminary.4 Includes the allowance for credit losses on loans and unfunded loan 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 assetsIncome Statement (unaudited) ($ and shares in thousands, except per share data) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Interest income $ 595,981 $ 589,751 $ 576,519 $ 544,902 $ 495,649 Less: interest expense 239,523 225,343 201,433 162,731 114,161 Net interest income 356,458 364,408 375,086 382,171 381,488 Provision for credit losses 18,891 11,595 19,068 14,787 13,437 Net interest income
after provision for credit losses337,567 352,813 356,018 367,384 368,051 Wealth and investment services fees 28,304 27,656 26,687 26,521 26,920 Service charges on deposit accounts 17,898 18,667 18,524 17,751 17,003 Debit card and ATM fees 10,054 10,700 10,818 10,653 9,982 Mortgage banking revenue 4,478 3,691 5,063 4,165 3,400 Capital markets income 2,900 5,416 5,891 6,173 6,939 Company-owned life insurance 3,434 3,773 3,740 4,698 3,186 Gain on sale of Visa Class B restricted shares — 21,635 — — — Other income 10,470 9,381 10,456 11,651 8,467 Debt securities gains (losses), net (16 ) (825 ) (241 ) 17 (5,216 ) Total noninterest income 77,522 100,094 80,938 81,629 70,681 Salaries and employee benefits 149,803 141,649 131,541 135,810 137,364 Occupancy 27,019 26,514 25,795 26,085 28,282 Equipment 8,671 8,769 8,284 7,721 7,389 Marketing 10,634 10,813 9,448 9,833 9,417 Technology 20,023 20,493 20,592 20,056 19,202 Communication 4,000 4,212 4,075 4,232 4,461 Professional fees 6,406 8,250 5,956 6,397 6,732 FDIC assessment 11,313 27,702 9,000 9,624 10,404 Amortization of intangibles 5,455 5,869 6,040 6,060 6,186 Amortization of tax credit investments 2,749 7,200 2,644 2,762 2,761 Other expense 16,244 22,764 21,401 18,004 18,513 Total noninterest expense 262,317 284,235 244,776 246,584 250,711 Income before income taxes 152,772 168,672 192,180 202,429 188,021 Income tax expense 32,488 36,192 44,304 47,393 41,421 Net income $ 120,284 $ 132,480 $ 147,876 $ 155,036 $ 146,600 Preferred dividends (4,034 ) (4,034 ) (4,034 ) (4,033 ) (4,034 ) Net income applicable to common shares $ 116,250 $ 128,446 $ 143,842 $ 151,003 $ 142,566 EPS, diluted $ 0.40 $ 0.44 $ 0.49 $ 0.52 $ 0.49 Weighted Average Common Shares Outstanding Basic 290,980 290,701 290,648 290,559 291,088 Diluted 292,207 292,029 291,717 291,266 292,756 Common shares outstanding (EOP) 293,330 292,655 292,586 292,597 291,922 End of Period Balance Sheet (unaudited) ($ in thousands) March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Assets Cash and due from banks $ 350,990 $ 430,866 $ 381,343 $ 473,023 $ 386,879 Money market and other interest-earning investments 588,509 744,192 1,282,087 724,863 727,056 Investments: Treasury and government-sponsored agencies 2,243,754 2,453,950 2,515,249 2,309,285 2,236,412 Mortgage-backed securities 5,566,881 5,245,691 4,906,290 5,168,458 5,395,680 States and political subdivisions 1,672,061 1,693,819 1,705,200 1,760,725 1,785,073 Other securities 760,847 779,048 751,404 802,323 826,575 Total investments 10,243,543 10,172,508 9,878,143 10,040,791 10,243,740 Loans held-for-sale, at fair value 19,418 32,006 122,033 114,369 10,584 Loans: Commercial 9,648,269 9,512,230 9,333,448 9,698,241 9,751,875 Commercial and agriculture real estate 14,653,958 14,140,629 13,916,221 13,450,209 12,908,380 Residential real estate 6,661,379 6,699,443 6,696,288 6,684,480 6,568,666 Consumer 2,659,713 2,639,625 2,631,877 2,599,543 2,593,453 Total loans 33,623,319 32,991,927 32,577,834 32,432,473 31,822,374 Allowance for credit losses on loans (319,713 ) (307,610 ) (303,982 ) (300,555 ) (298,711 ) Premises and equipment, net 564,007 565,396 565,607 564,299 566,758 Goodwill and other intangible assets 2,095,511 2,100,966 2,106,835 2,112,875 2,118,935 Company-owned life insurance 767,423 767,902 774,517 771,753 770,471 Accrued interest receivable and other assets 1,601,911 1,591,683 1,675,031 1,562,864 1,494,558 Total assets $ 49,534,918 $ 49,089,836 $ 49,059,448 $ 48,496,755 $ 47,842,644 Liabilities and Equity Noninterest-bearing demand deposits $ 9,257,709 $ 9,664,247 $ 10,091,352 $ 10,532,838 $ 10,995,083 Interest-bearing: Checking and NOW accounts 7,236,667 7,331,487 7,495,417 7,654,202 7,903,520 Savings accounts 5,020,095 5,099,186 5,296,985 5,578,323 6,030,255 Money market accounts 10,234,113 9,561,116 8,793,218 7,200,288 5,867,239 Other time deposits 4,760,659 4,565,137 4,398,182 4,012,813 3,361,979 Total core deposits 36,509,243 36,221,173 36,075,154 34,978,464 34,158,076 Brokered deposits 1,190,175 1,014,007 1,177,522 1,252,851 759,716 Total deposits 37,699,418 37,235,180 37,252,676 36,231,315 34,917,792 Federal funds purchased and interbank borrowings 50,416 390 918 136,060 618,955 Securities sold under agreements to repurchase 274,493 285,206 279,061 311,447 393,018 Federal Home Loan Bank advances 4,193,039 4,280,681 4,412,576 4,771,183 4,981,612 Other borrowings 813,213 764,870 863,455 815,318 746,869 Total borrowed funds 5,331,161 5,331,147 5,556,010 6,034,008 6,740,454 Accrued expenses and other liabilities 908,931 960,609 1,011,225 939,337 906,972 Total liabilities 43,939,510 43,526,936 43,819,911 43,204,660 42,565,218 Preferred stock, common stock, surplus, and retained earnings 6,375,036 6,301,709 6,208,352 6,100,728 5,985,784 Accumulated other comprehensive income (loss), net of tax (779,628 ) (738,809 ) (968,815 ) (808,633 ) (708,358 ) Total shareholders' equity 5,595,408 5,562,900 5,239,537 5,292,095 5,277,426 Total liabilities and shareholders' equity $ 49,534,918 $ 49,089,836 $ 49,059,448 $ 48,496,755 $ 47,842,644 Average Balance Sheet and Interest Rates (unaudited) ($ in thousands) Three Months Ended Three Months Ended Three Months Ended March 31, 2024 December 31, 2023 March 31, 2023 Average Income1/ Yield/ Average Income1/ Yield/ Average Income1/ Yield/ Earning Assets: Balance Expense Rate Balance Expense Rate Balance Expense Rate Money market and other interest-earning investments $ 757,244 $ 9,985 5.30 % $ 1,094,196 $ 14,425 5.23 % $ 497,953 $ 3,098 2.52 % Investments: Treasury and government-sponsored agencies 2,362,477 23,266 3.94 % 2,490,793 25,848 4.15 % 2,197,426 16,531 3.01 % Mortgage-backed securities 5,357,085 38,888 2.90 % 4,913,151 34,209 2.79 % 5,429,200 35,090 2.59 % States and political subdivisions 1,680,175 13,976 3.33 % 1,686,119 14,541 3.45 % 1,808,316 14,690 3.25 % Other securities 770,438 12,173 6.32 % 749,697 10,440 5.57 % 738,139 8,604 4.66 % Total investments 10,170,175 88,303 3.47 % 9,839,760 85,038 3.46 % 10,173,081 74,915 2.95 % Loans:2 Commercial 9,540,385 167,263 7.01 % 9,351,344 163,921 7.01 % 9,457,089 147,620 6.24 % Commercial and agriculture real estate 14,368,370 230,086 6.41 % 14,074,908 226,716 6.44 % 12,654,366 179,475 5.67 % Residential real estate loans 6,693,814 63,003 3.76 % 6,706,425 62,054 3.70 % 6,523,074 58,099 3.56 % Consumer 2,645,091 43,594 6.63 % 2,634,650 43,697 6.58 % 2,636,350 38,108 5.86 % Total loans 33,247,660 503,946 6.07 % 32,767,327 496,388 6.06 % 31,270,879 423,302 5.42 % Total earning assets $ 44,175,079 $ 602,234 5.46 % $ 43,701,283 $ 595,851 5.45 % $ 41,941,913 $ 501,315 4.79 % Less: Allowance for credit losses on loans (313,470 ) (304,195 ) (304,393 ) Non-earning Assets: Cash and due from banks $ 362,676 $ 415,266 $ 437,872 Other assets 4,961,595 5,027,892 4,907,115 Total assets $ 49,185,880 $ 48,840,246 $ 46,982,507 Interest-Bearing Liabilities: Checking and NOW accounts $ 7,141,201 $ 25,252 1.42 % $ 7,280,268 $ 25,015 1.36 % $ 7,988,579 $ 19,359 0.98 % Savings accounts 5,025,400 5,017 0.40 % 5,184,712 5,196 0.40 % 6,183,409 2,230 0.15 % Money market accounts 9,917,572 94,213 3.82 % 9,244,117 85,717 3.68 % 5,641,288 20,010 1.44 % Other time deposits 4,689,136 47,432 4.07 % 4,516,432 44,397 3.90 % 3,057,870 15,289 2.03 % Total interest-bearing core deposits 26,773,309 171,914 2.58 % 26,225,529 160,325 2.43 % 22,871,146 56,888 1.01 % Brokered deposits 1,047,140 13,525 5.19 % 1,012,647 13,040 5.11 % 500,530 5,705 4.62 % Total interest-bearing deposits 27,820,449 185,439 2.68 % 27,238,176 173,365 2.53 % 23,371,676 62,593 1.09 % Federal funds purchased and interbank borrowings 69,090 961 5.59 % 620 8 5.12 % 419,291 4,839 4.68 % Securities sold under agreements to repurchase 296,236 917 1.25 % 277,927 910 1.30 % 412,819 779 0.77 % Federal Home Loan Bank advances 4,386,492 41,167 3.77 % 4,182,877 38,394 3.64 % 4,273,343 37,996 3.61 % Other borrowings 825,846 11,039 5.38 % 869,644 12,666 5.78 % 781,221 7,954 4.13 % Total borrowed funds 5,577,664 54,084 3.90 % 5,331,068 51,978 3.87 % 5,886,674 51,568 3.55 % Total interest-bearing liabilities $ 33,398,113 $ 239,523 2.88 % $ 32,569,244 $ 225,343 2.74 % $ 29,258,350 $ 114,161 1.58 % Noninterest-Bearing Liabilities and Shareholders' Equity Demand deposits $ 9,258,136 $ 9,949,616 $ 11,526,267 Other liabilities 964,089 1,039,899 1,031,702 Shareholders' equity 5,565,542 5,281,487 5,166,188 Total liabilities and shareholders' equity $ 49,185,880 $ 48,840,246 $ 46,982,507 Net interest rate spread 2.58 % 2.71 % 3.21 % Net interest margin (GAAP) 3.23 % 3.34 % 3.64 % Net interest margin (FTE)3 3.28 % 3.39 % 3.69 % FTE adjustment $ 6,253 $ 6,100 $ 5,666 1 Interest income is reflected on a FTE basis. 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. Asset Quality (EOP) (unaudited) ($ in thousands) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Allowance for credit losses: Beginning allowance for credit losses on loans $ 307,610 $ 303,982 $ 300,555 $ 298,711 $ 303,671 Provision for credit losses on loans 23,853 13,329 23,115 11,936 11,469 Gross charge-offs (14,020 ) (13,202 ) (22,750 ) (14,331 ) (18,180 ) Gross recoveries 2,270 3,501 3,062 4,239 1,751 NCOs (11,750 ) (9,701 ) (19,688 ) (10,092 ) (16,429 ) Ending allowance for credit losses on loans $ 319,713 $ 307,610 $ 303,982 $ 300,555 $ 298,711 Beginning allowance for credit losses on unfunded commitments $ 31,226 $ 32,960 $ 37,007 $ 34,156 $ 32,188 Provision (release) for credit losses on unfunded commitments (4,962 ) (1,734 ) (4,047 ) 2,851 1,968 Ending allowance for credit losses on unfunded commitments $ 26,264 $ 31,226 $ 32,960 $ 37,007 $ 34,156 Allowance for credit losses $ 345,977 $ 338,836 $ 336,942 $ 337,562 $ 332,867 Provision for credit losses on loans $ 23,853 $ 13,329 $ 23,115 $ 11,936 $ 11,469 Provision (release) for credit losses on unfunded commitments (4,962 ) (1,734 ) (4,047 ) 2,851 1,968 Provision for credit losses $ 18,891 $ 11,595 $ 19,068 $ 14,787 $ 13,437 NCOs / average loans1 0.14 % 0.12 % 0.24 % 0.13 % 0.21 % Average loans1 $ 33,242,739 $ 32,752,406 $ 32,639,812 $ 32,251,242 $ 31,267,836 EOP loans1 33,623,319 32,991,927 32,577,834 32,432,473 31,822,374 ACL on loans / EOP loans1 0.95 % 0.93 % 0.93 % 0.93 % 0.94 % ACL / EOP loans1 1.03 % 1.03 % 1.03 % 1.04 % 1.05 % Underperforming Assets: Loans 90 days and over (still accruing) $ 2,172 $ 961 $ 1,192 $ 303 $ 1,231 Nonaccrual loans 328,645 274,821 261,346 295,509 234,337 Foreclosed assets 9,344 9,434 9,761 9,824 10,817 Total underperforming assets $ 340,161 $ 285,216 $ 272,299 $ 305,636 $ 246,385 Classified and Criticized Assets: Nonaccrual loans $ 328,645 $ 274,821 $ 261,346 $ 295,509 $ 234,337 Substandard loans (still accruing) 626,157 599,358 563,427 524,709 570,229 Loans 90 days and over (still accruing) 2,172 961 1,192 303 1,231 Total classified loans - "problem loans" 956,974 875,140 825,965 820,521 805,797 Other classified assets 54,392 48,930 48,998 40,942 26,441 Criticized loans - "special mention loans" 827,419 843,920 775,526 614,547 593,307 Total classified and criticized assets $ 1,838,785 $ 1,767,990 $ 1,650,489 $ 1,476,010 $ 1,425,545 Loans 30-89 days past due (still accruing) $ 53,112 $ 71,868 $ 56,772 $ 39,748 $ 42,071 Nonaccrual loans / EOP loans1 0.98 % 0.83 % 0.80 % 0.91 % 0.74 % ACL / nonaccrual loans 105 % 123 % 129 % 114 % 142 % Under-performing assets/EOP loans1 1.01 % 0.86 % 0.84 % 0.94 % 0.77 % Under-performing assets/EOP assets 0.69 % 0.58 % 0.56 % 0.63 % 0.51 % 30+ day delinquencies/EOP loans1 0.16 % 0.22 % 0.18 % 0.12 % 0.14 % 1 Excludes loans held-for-sale. Non-GAAP Measures (unaudited) ($ and shares in thousands, except per share data) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Earnings Per Share: Net income applicable to common shares $ 116,250 $ 128,446 $ 143,842 $ 151,003 $ 142,566 Adjustments: Distribution of excess pension assets 13,318 — — — — Tax effect1 (3,250 ) — — — — Distribution excess pension assets, net 10,068 — — — — FDIC special assessment 2,994 19,052 — — — Tax effect1 (731 ) (4,628 ) — — — FDIC special assessment, net 2,263 14,424 — — — Merger-related charges 2,908 5,529 6,257 2,372 14,558 Tax effect1 (710 ) (1,343 ) (1,042 ) (277 ) (3,172 ) Merger-related charges, net 2,198 4,186 5,215 2,095 11,386 Debt securities (gains) losses 16 825 241 (17 ) 5,216 Tax effect1 (4 ) (200 ) (40 ) 2 (1,137 ) Debt securities (gains) losses, net 12 625 201 (15 ) 4,079 Gain on sale of Visa Class B restricted shares — (21,635 ) — — — Tax effect1 — 5,255 — — — Gain on sale of Visa Class B restricted shares, net — (16,380 ) — — — Contract termination charge — 4,413 — — — Tax effect1 — (1,072 ) — — — Contract termination charge, net — 3,341 — — — Louisville expenses — — — 3,361 — Tax effect1 — — — (392 ) — Louisville expenses, net — — — 2,969 — Property optimization charges — — — 242 1,317 Tax effect1 — — — (28 ) (287 ) Property optimization charges, net — — — 214 1,030 Total adjustments, net 14,541 6,196 5,416 5,263 16,495 Net income applicable to common shares, adjusted $ 130,791 $ 134,642 $ 149,258 $ 156,266 $ 159,061 Weighted average diluted common shares outstanding 292,207 292,029 291,717 291,266 292,756 EPS, diluted $ 0.40 $ 0.44 $ 0.49 $ 0.52 $ 0.49 Adjusted EPS, diluted $ 0.45 $ 0.46 $ 0.51 $ 0.54 $ 0.54 NIM: Net interest income $ 356,458 $ 364,408 $ 375,086 $ 382,171 $ 381,488 Add: FTE adjustment2 6,253 6,100 5,837 5,825 5,666 Net interest income (FTE) $ 362,711 $ 370,508 $ 380,923 $ 387,996 $ 387,154 Average earning assets $ 44,175,079 $ 43,701,283 $ 43,617,456 $ 43,097,198 $ 41,941,913 NIM (GAAP) 3.23 % 3.34 % 3.44 % 3.55 % 3.64 % NIM (FTE) 3.28 % 3.39 % 3.49 % 3.60 % 3.69 % Refer to last page of Non-GAAP reconciliations for footnotes. Non-GAAP Measures (unaudited) ($ in thousands) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 PPNR: Net interest income (FTE)2 $ 362,711 $ 370,508 $ 380,923 $ 387,996 $ 387,154 Add: Noninterest income 77,522 100,094 80,938 81,629 70,681 Total revenue (FTE) 440,233 470,602 461,861 469,625 457,835 Less: Noninterest expense (262,317 ) (284,235 ) (244,776 ) (246,584 ) (250,711 ) PPNR $ 177,916 $ 186,367 $ 217,085 $ 223,041 $ 207,124 Adjustments: Gain on sale of Visa Class B restricted shares $ — $ (21,635 ) $ — $ — $ — Debt securities (gains) losses 16 825 241 (17 ) 5,216 Noninterest income adjustments 16 (20,810 ) 241 (17 ) 5,216 Adjusted noninterest income 77,538 79,284 81,179 81,612 75,897 Adjusted revenue $ 440,249 $ 449,792 $ 462,102 $ 469,608 $ 463,051 Adjustments: Distribution of excess pension assets $ 13,318 $ — $ — $ — $ — FDIC Special Assessment 2,994 19,052 — — — Merger-related charges 2,908 5,529 6,257 2,372 14,558 Contract termination charges — 4,413 — — — Louisville expenses — — — 3,361 — Property optimization charges — — — 242 1,317 Noninterest expense adjustments 19,220 28,994 6,257 5,975 15,875 Adjusted total noninterest expense (243,097 ) (255,241 ) (238,519 ) (240,609 ) (234,836 ) Adjusted PPNR $ 197,152 $ 194,551 $ 223,583 $ 228,999 $ 228,215 Efficiency Ratio: Noninterest expense $ 262,317 $ 284,235 $ 244,776 $ 246,584 $ 250,711 Less: Amortization of intangibles (5,455 ) (5,869 ) (6,040 ) (6,060 ) (6,186 ) Noninterest expense, excl. amortization of intangibles 256,862 278,366 238,736 240,524 244,525 Less: Amortization of tax credit investments (2,749 ) (7,200 ) (2,644 ) (2,762 ) (2,761 ) Less: Noninterest expense adjustments (19,220 ) (28,994 ) (6,257 ) (5,975 ) (15,875 ) Adjusted noninterest expense, excluding amortization $ 234,893 $ 242,172 $ 229,835 $ 231,787 $ 225,889 Total revenue (FTE)2 $ 440,233 $ 470,602 $ 461,861 $ 469,625 $ 457,835 Less: Debt securities (gains) losses 16 825 241 (17 ) 5,216 Total revenue excl. debt securities (gains) losses 440,249 471,427 462,102 469,608 463,051 Less: Gain on sale of Visa Class B restricted shares — (21,635 ) — — — Total adjusted revenue $ 440,249 $ 449,792 $ 462,102 $ 469,608 $ 463,051 Efficiency Ratio 58.3 % 59.0 % 51.7 % 51.2 % 52.8 % Adjusted Efficiency Ratio 53.4 % 53.8 % 49.7 % 49.4 % 48.8 % Refer to last page of Non-GAAP reconciliations for footnotes. Non-GAAP Measures (unaudited) ($ in thousands) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 ROAE and ROATCE: Net income applicable to common shares $ 116,250 $ 128,446 $ 143,842 $ 151,003 $ 142,566 Amortization of intangibles 5,455 5,869 6,040 6,060 6,186 Tax effect1 (1,364 ) (1,467 ) (1,510 ) (1,515 ) (1,547 ) Amortization of intangibles, net 4,091 4,402 4,530 4,545 4,639 Net income applicable to common shares, excluding intangibles amortization 120,341 132,848 148,372 155,548 147,205 Total adjustments, net (see pg.12) 14,541 6,196 5,416 5,263 16,495 Adjusted net income applicable to common shares, excluding intangibles amortization $ 134,882 $ 139,044 $ 153,788 $ 160,811 $ 163,700 Average shareholders' equity $ 5,565,542 $ 5,281,487 $ 5,294,072 $ 5,273,802 $ 5,166,188 Less: Average preferred equity (243,719 ) (243,719 ) (243,719 ) (243,719 ) (243,719 ) Average shareholders' common equity $ 5,321,823 $ 5,037,768 $ 5,050,353 $ 5,030,083 $ 4,922,469 Average goodwill and other intangible assets (2,098,338 ) (2,103,935 ) (2,109,944 ) (2,115,894 ) (2,122,157 ) Average tangible shareholder's common equity $ 3,223,485 $ 2,933,833 $ 2,940,409 $ 2,914,189 $ 2,800,312 ROAE 8.7 % 10.2 % 11.4 % 12.0 % 11.6 % ROAE, adjusted 9.8 % 10.7 % 11.8 % 12.4 % 12.9 % ROATCE 14.9 % 18.1 % 20.2 % 21.4 % 21.0 % ROATCE, adjusted 16.7 % 19.0 % 20.9 % 22.1 % 23.4 % Refer to last page of Non-GAAP reconciliations for footnotes. Non-GAAP Measures (unaudited) ($ in thousands) As of March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Tangible Common Equity: Shareholders' equity $ 5,595,408 $ 5,562,900 $ 5,239,537 $ 5,292,095 $ 5,277,426 Less: Preferred equity (243,719 ) (243,719 ) (243,719 ) (243,719 ) (243,719 ) Shareholders' common equity $ 5,351,689 $ 5,319,181 $ 4,995,818 $ 5,048,376 $ 5,033,707 Less: Goodwill and other intangible assets (2,095,511 ) (2,100,966 ) (2,106,835 ) (2,112,875 ) (2,118,935 ) Tangible shareholders' common equity $ 3,256,178 $ 3,218,215 $ 2,888,983 $ 2,935,501 $ 2,914,772 Total assets $ 49,534,918 $ 49,089,836 $ 49,059,448 $ 48,496,755 $ 47,842,644 Less: Goodwill and other intangible assets (2,095,511 ) (2,100,966 ) (2,106,835 ) (2,112,875 ) (2,118,935 ) Tangible assets $ 47,439,407 $ 46,988,870 $ 46,952,613 $ 46,383,880 $ 45,723,709 Risk-weighted assets3 $ 37,845,139 $ 37,407,347 $ 37,501,646 $ 37,414,177 $ 36,801,707 Tangible common equity to tangible assets 6.86 % 6.85 % 6.15 % 6.33 % 6.37 % Tangible common equity to risk-weighted assets3 8.60 % 8.60 % 7.70 % 7.85 % 7.92 % Tangible Common Book Value: Common shares outstanding 293,330 292,655 292,586 292,597 291,922 Tangible common book value $ 11.10 $ 11.00 $ 9.87 $ 10.03 $ 9.98 1 Tax-effect calculations use management's estimate of the full year FTE tax rates (federal + state). 2 Calculated using the federal statutory tax rate in effect of 21% for all periods. 3 March 31, 2024 figures are preliminary.