EX-99.1 2 onb_exhibit991er1q24.htm EX-99.1 Document
Exhibit 99.1
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Old National Bancorp Reports First Quarter 2024 Results
Evansville, Ind. (April 23, 2024)
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
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 Comparisons are on a linked-quarter basis, unless otherwise noted Includes loans held-for-sale Includes the provision for unfunded commitments Includes non-cash expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest Bancorp, Inc. plan 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%.

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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.
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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
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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 SchoettlinInvestors: Lynell Durchholz
(812) 465-7269(812) 464-1366
Kathy.Schoettlin@oldnational.com
Lynell.Durchholz@oldnational.com
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Financial Highlights (unaudited)
($ and shares in thousands, except per share data)
Three Months Ended
March 31,December 31,September 30,June 30,March 31,
20242023202320232023
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 losses18,891 11,595 19,068 14,787 13,437 
Noninterest income77,522 100,094 80,938 81,629 70,681 
Noninterest expense262,317 284,235 244,776 246,584 250,711 
Net income available to common shareholders$116,250 $128,446 $143,842 $151,003 $142,566 
Per Common Share Data
Weighted average diluted shares292,207 292,029 291,717 291,266 292,756 
EPS, diluted$0.40 $0.44 $0.49 $0.52 $0.49 
Cash dividends0.14 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 price17.41 16.89 14.54 13.94 14.42 
Tangible book value3
11.10 11.00 9.87 10.03 9.98 
Performance Ratios
ROAA0.98 %1.09 %1.22 %1.29 %1.25 %
ROAE8.7 %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 loans0.14 %0.12 %0.24 %0.13 %0.21 %
ACL on loans to EOP loans0.95 %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 loans0.98 %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$31,822,374
Total assets49,534,91849,089,83649,059,44848,496,75547,842,644
Total deposits37,699,41837,235,18037,252,67636,231,31534,917,792
Total borrowed funds5,331,1615,331,1475,556,0106,034,0086,740,454
Total shareholders' equity5,595,4085,562,9005,239,5375,292,0955,277,426
Capital Ratios
Risk-based capital ratios (EOP):
Tier 1 common equity10.76 %10.70 %10.41 %10.14 %9.98 %
Tier 1 capital11.40 %11.35 %11.06 %10.79 %10.64 %
Total capital12.74 %12.64 %12.32 %12.14 %11.96 %
Leverage ratio (average assets)8.96 %8.83 %8.70 %8.59 %8.53 %
Equity to assets (averages)3
11.32 %10.81 %10.88 %10.96 %11.00 %
TCE to TA3
6.86 %6.85 %6.15 %6.33 %6.37 %
Nonfinancial Data
Full-time equivalent employees 3,9553,9403,9814,0214,023
Banking centers258258257256256
1 Calculated using the federal statutory tax rate in effect of 21% for all periods.
2 Cash dividends per common share divided by net income per common share (basic).
3 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.
   March 31, 2024 capital ratios are preliminary.
4 Includes the allowance for credit losses on loans and unfunded loan commitments.
  FTE - Fully taxable equivalent basis ROAA - Return on average assets ROAE - Return on average equity ROATCE - Return on average tangible common equity
 NCOs - Net Charge-offs ALL - Allowance for loan losses ACL - Allowance for Credit Losses
  EOP - End of period actual balances NPLs - Non-performing Loans TCE - Tangible common equity TA - Tangible assets
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Income Statement (unaudited)
($ and shares in thousands, except per share data)
Three Months Ended
March 31,December 31,September 30,June 30,March 31,
20242023202320232023
Interest income$595,981 $589,751 $576,519 $544,902 $495,649 
Less: interest expense239,523 225,343 201,433 162,731 114,161 
 Net interest income356,458 364,408 375,086 382,171 381,488 
Provision for credit losses18,891 11,595 19,068 14,787 13,437 
 Net interest income
  after provision for credit losses
337,567 352,813 356,018 367,384 368,051 
Wealth and investment services fees28,304 27,656 26,687 26,521 26,920 
Service charges on deposit accounts17,898 18,667 18,524 17,751 17,003 
Debit card and ATM fees10,054 10,700 10,818 10,653 9,982 
Mortgage banking revenue4,478 3,691 5,063 4,165 3,400 
Capital markets income2,900 5,416 5,891 6,173 6,939 
Company-owned life insurance3,434 3,773 3,740 4,698 3,186 
Gain on sale of Visa Class B restricted shares— 21,635 — — — 
Other income10,470 9,381 10,456 11,651 8,467 
Debt securities gains (losses), net(16)(825)(241)17 (5,216)
Total noninterest income77,522 100,094 80,938 81,629 70,681 
Salaries and employee benefits149,803 141,649 131,541 135,810 137,364 
Occupancy27,019 26,514 25,795 26,085 28,282 
Equipment8,671 8,769 8,284 7,721 7,389 
Marketing10,634 10,813 9,448 9,833 9,417 
Technology20,023 20,493 20,592 20,056 19,202 
Communication4,000 4,212 4,075 4,232 4,461 
Professional fees6,406 8,250 5,956 6,397 6,732 
FDIC assessment11,313 27,702 9,000 9,624 10,404 
Amortization of intangibles5,455 5,869 6,040 6,060 6,186 
Amortization of tax credit investments2,749 7,200 2,644 2,762 2,761 
Other expense16,244 22,764 21,401 18,004 18,513 
 Total noninterest expense262,317 284,235 244,776 246,584 250,711 
  Income before income taxes152,772 168,672 192,180 202,429 188,021 
  Income tax expense32,488 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 $0.49 
Weighted Average Common Shares Outstanding
    Basic290,980290,701290,648290,559291,088
    Diluted292,207292,029291,717291,266292,756
Common shares outstanding (EOP)293,330292,655292,586292,597291,922
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End of Period Balance Sheet (unaudited)
($ in thousands)
March 31,December 31,September 30,June 30,March 31,
20242023202320232023
Assets
Cash and due from banks$350,990 $430,866 $381,343 $473,023 $386,879 
Money market and other interest-earning investments588,509 744,192 1,282,087 724,863 727,056 
Investments:
Treasury and government-sponsored agencies2,243,754 2,453,950 2,515,249 2,309,285 2,236,412 
Mortgage-backed securities5,566,881 5,245,691 4,906,290 5,168,458 5,395,680 
States and political subdivisions1,672,061 1,693,819 1,705,200 1,760,725 1,785,073 
Other securities760,847 779,048 751,404 802,323 826,575 
Total investments10,243,543 10,172,508 9,878,143 10,040,791 10,243,740 
Loans held-for-sale, at fair value19,418 32,006 122,033 114,369 10,584 
Loans:
Commercial9,648,269 9,512,230 9,333,448 9,698,241 9,751,875 
Commercial and agriculture real estate14,653,958 14,140,629 13,916,221 13,450,209 12,908,380 
Residential real estate6,661,379 6,699,443 6,696,288 6,684,480 6,568,666 
Consumer2,659,713 2,639,625 2,631,877 2,599,543 2,593,453 
Total loans33,623,319 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, net564,007 565,396 565,607 564,299 566,758 
Goodwill and other intangible assets2,095,511 2,100,966 2,106,835 2,112,875 2,118,935 
Company-owned life insurance767,423 767,902 774,517 771,753 770,471 
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 accounts7,236,667 7,331,487 7,495,417 7,654,202 7,903,520 
Savings accounts5,020,095 5,099,186 5,296,985 5,578,323 6,030,255 
Money market accounts10,234,113 9,561,116 8,793,218 7,200,288 5,867,239 
Other time deposits4,760,659 4,565,137 4,398,182 4,012,813 3,361,979 
Total core deposits36,509,243 36,221,173 36,075,154 34,978,464 34,158,076 
Brokered deposits1,190,175 1,014,007 1,177,522 1,252,851 759,716 
Total deposits37,699,418 37,235,180 37,252,676 36,231,315 34,917,792 
Federal funds purchased and interbank borrowings50,416 390 918 136,060 618,955 
Securities sold under agreements to repurchase274,493 285,206 279,061 311,447 393,018 
Federal Home Loan Bank advances4,193,039 4,280,681 4,412,576 4,771,183 4,981,612 
Other borrowings813,213 764,870 863,455 815,318 746,869 
Total borrowed funds5,331,161 5,331,147 5,556,010 6,034,008 6,740,454 
Accrued expenses and other liabilities908,931 960,609 1,011,225 939,337 906,972 
Total liabilities43,939,510 43,526,936 43,819,911 43,204,660 42,565,218 
Preferred stock, common stock, surplus, and retained earnings6,375,036 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' equity5,595,408 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 $47,842,644 
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Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
Three Months EndedThree Months EndedThree Months Ended
March 31, 2024December 31, 2023March 31, 2023
Average
Income1/
Yield/Average
Income1/
Yield/Average
Income1/
Yield/
Earning Assets:BalanceExpenseRateBalanceExpenseRateBalanceExpenseRate
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 agencies2,362,477 23,266 3.94 %2,490,793 25,848 4.15 %2,197,426 16,531 3.01 %
Mortgage-backed securities5,357,085 38,888 2.90 %4,913,151 34,209 2.79 %5,429,200 35,090 2.59 %
States and political subdivisions1,680,175 13,976 3.33 %1,686,119 14,541 3.45 %1,808,316 14,690 3.25 %
Other securities770,438 12,173 6.32 %749,697 10,440 5.57 %738,139 8,604 4.66 %
Total investments10,170,175 88,303 3.47 %9,839,760 85,038 3.46 %10,173,081 74,915 2.95 %
Loans:2
Commercial9,540,385 167,263 7.01 %9,351,344 163,921 7.01 %9,457,089 147,620 6.24 %
Commercial and agriculture real estate14,368,370 230,086 6.41 %14,074,908 226,716 6.44 %12,654,366 179,475 5.67 %
Residential real estate loans6,693,814 63,003 3.76 %6,706,425 62,054 3.70 %6,523,074 58,099 3.56 %
Consumer2,645,091 43,594 6.63 %2,634,650 43,697 6.58 %2,636,350 38,108 5.86 %
Total loans33,247,660 503,946 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 assets4,961,595 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 accounts5,025,400 5,017 0.40 %5,184,712 5,196 0.40 %6,183,409 2,230 0.15 %
Money market accounts9,917,572 94,213 3.82 %9,244,117 85,717 3.68 %5,641,288 20,010 1.44 %
Other time deposits4,689,136 47,432 4.07 %4,516,432 44,397 3.90 %3,057,870 15,289 2.03 %
Total interest-bearing core deposits26,773,309 171,914 2.58 %26,225,529 160,325 2.43 %22,871,146 56,888 1.01 %
Brokered deposits1,047,140 13,525 5.19 %1,012,647 13,040 5.11 %500,530 5,705 4.62 %
Total interest-bearing deposits27,820,449 185,439 2.68 %27,238,176 173,365 2.53 %23,371,676 62,593 1.09 %
Federal funds purchased and interbank borrowings69,090 961 5.59 %620 5.12 %419,291 4,839 4.68 %
Securities sold under agreements to repurchase296,236 917 1.25 %277,927 910 1.30 %412,819 779 0.77 %
Federal Home Loan Bank advances4,386,492 41,167 3.77 %4,182,877 38,394 3.64 %4,273,343 37,996 3.61 %
Other borrowings825,846 11,039 5.38 %869,644 12,666 5.78 %781,221 7,954 4.13 %
Total borrowed funds5,577,664 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 liabilities964,089 1,039,899 1,031,702 
Shareholders' equity5,565,542 5,281,487 5,166,188 
Total liabilities and shareholders' equity$49,185,880 $48,840,246 $46,982,507 
Net interest rate spread2.58 %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.
9


Asset Quality (EOP) (unaudited)
($ in thousands)
Three Months Ended
March 31,December 31,September 30,June 30,March 31,
20242023202320232023
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 loans23,853 13,329 23,115 11,936 11,469 
Gross charge-offs(14,020)(13,202)(22,750)(14,331)(18,180)
Gross recoveries2,270 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 loans328,645 274,821 261,346 295,509 234,337 
Foreclosed assets9,344 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 assets54,392 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 loans105 %123 %129 %114 %142 %
Under-performing assets/EOP loans1
1.01 %0.86 %0.84 %0.94 %0.77 %
Under-performing assets/EOP assets0.69 %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.
        
10


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,
20242023202320232023
Earnings Per Share:
Net income applicable to common shares$116,250 $128,446 $143,842 $151,003 $142,566 
Adjustments:
Distribution of excess pension assets13,318 — — — — 
Tax effect1
(3,250)— — — — 
Distribution excess pension assets, net10,068 — — — — 
FDIC special assessment2,994 19,052 — — — 
Tax effect1
(731)(4,628)— — — 
FDIC special assessment, net2,263 14,424 — — — 
Merger-related charges2,908 5,529 6,257 2,372 14,558 
Tax effect1
(710)(1,343)(1,042)(277)(3,172)
Merger-related charges, net2,198 4,186 5,215 2,095 11,386 
Debt securities (gains) losses16 825 241 (17)5,216 
Tax effect1
(4)(200)(40)(1,137)
Debt securities (gains) losses, net12 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, net14,541 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 outstanding292,207 292,029 291,717 291,266 292,756 
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.
11


Non-GAAP Measures (unaudited)
($ in thousands)
Three Months Ended
March 31,December 31,September 30,June 30,March 31,
20242023202320232023
PPNR:
Net interest income (FTE)2
$362,711 $370,508 $380,923 $387,996 $387,154 
Add: Noninterest income77,522 100,094 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) losses16 825 241 (17)5,216 
Noninterest income adjustments16 (20,810)241 (17)5,216 
Adjusted noninterest income77,538 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 Assessment2,994 19,052 — — — 
Merger-related charges2,908 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 adjustments19,220 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 intangibles256,862 278,366 238,736 240,524 244,525 
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) losses16 825 241 (17)5,216 
Total revenue excl. debt securities (gains) losses440,249 471,427 462,102 469,608 463,051 
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 Ratio58.3 %59.0 %51.7 %51.2 %52.8 %
Adjusted Efficiency Ratio53.4 %53.8 %49.7 %49.4 %48.8 %
Refer to last page of Non-GAAP reconciliations for footnotes.
12


Non-GAAP Measures (unaudited)
($ in thousands)
Three Months Ended
March 31,December 31,September 30,June 30,March 31,
20242023202320232023
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, net4,091 4,402 4,530 4,545 4,639 
Net income applicable to common shares, excluding intangibles amortization120,341 132,848 148,372 155,548 147,205 
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 
ROAE8.7 %10.2%11.4%12.0%11.6%
ROAE, adjusted9.8 %10.7%11.8%12.4%12.9%
ROATCE14.9 %18.1%20.2%21.4%21.0%
ROATCE, adjusted16.7 %19.0%20.9%22.1%23.4%
Refer to last page of Non-GAAP reconciliations for footnotes.
13


Non-GAAP Measures (unaudited)
($ in thousands)
As of
March 31,December 31,September 30,June 30,March 31,
20242023202320232023
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 outstanding293,330 292,655 292,586 292,597 291,922 
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.
14