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8-K

Old National Bancorp /In/ (ONB)

8-K 2024-10-22 For: 2024-10-22
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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): October 22, 2024

_________________________________________________________

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

_________________________________________________________

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

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

________________________________________________________

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

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

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

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

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

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

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

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

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

Emerging growth company    ☐

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

Item 2.02 Results of Operations and Financial Condition.

On October 22, 2024, Old National Bancorp (the “Company”) issued a press release (“Press Release”) reporting its financial results for the third quarter of 2024. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. A slide presentation outlining third quarter of 2024 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 October 22, 2024, at 9:00 a.m. CDT and will be accessible at http://www.oldnational.com immediately before the conference call begins.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

99.1    Press Release issued by Old National Bancorp on October 22, 2024.

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: October 22, 2024

OLD NATIONAL BANCORP

By: /s/ Nicholas J. Chulos

Nicholas J. Chulos

Executive Vice President,

Chief Legal Officer and Corporate Secretary

3

Document

Exhibit 99.1

Old National Bancorp Reports Third Quarter 2024 Results

Evansville, Ind. (October 22, 2024)

Old National Bancorp (NASDAQ: ONB) reports 3Q24 net income applicable to common shares of $139.8 million, diluted EPS of $0.44; $147.2 million and $0.46 on an adjusted1 basis, respectively.

CEO COMMENTARY:

"Old National’s strong 3rd quarter was driven by a focus on our fundamentals: continuing to grow deposits and loans, effectively managing both credit and capital, and creating positive operating leverage through disciplined expense management," said Chairman and CEO Jim Ryan. "As a result of our ability to execute on this fundamental strategy, we find ourselves well positioned to continue to invest in new markets while attracting exceptional talent to our franchise."

THIRD QUARTER HIGHLIGHTS2:

Net Income
•Earnings per diluted common share ("EPS") of 0.44; adjusted EPS1 of 0.46
Net Interest Income/NIM
•Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.32%, down 1 basis point ("bp")
Operating Performance
•Noninterest expense of 272.3 million; adjusted noninterest expense1 of 262.8 million
•Efficiency ratio1 of 53.8%; adjusted efficiency ratio1 of 51.2%
Deposits and Funding
•Granular low-cost deposit franchise; total deposit costs of 225 bps
Loans and Credit Quality
•Provision for credit losses4 ("provision") of 28.5 million
•Net charge-offs of 17.5 million, or 19 bps of average loans; 16 bps excluding purchased credit deteriorated ("PCD") loans that had an allowance at acquisition
•30+ day delinquencies of 0.26% and non-performing loans of 1.22% of total loans
Return Profile & Capital
•Tangible common equity to tangible assets1 of 7.4%, up 7.2%
Notable Items

All values are in US Dollars.

1 Non-GAAP financial measure that management believes is useful in evaluating the financial results of the Company – refer to the Non-GAAP reconciliations contained in this release 2 Comparisons are on a linked-quarter basis, unless otherwise noted 3 Includes loans held-for-sale 4 Includes the provision for unfunded commitments 5 Expense associated with a mutual separation agreement with a former Old National executive

RESULTS OF OPERATIONS2

Old National Bancorp ("Old National") reported third quarter 2024 net income applicable to common shares of $139.8 million, or $0.44 per diluted common share.

Included in third quarter results were pre-tax charges of $6.9 million primarily related to the April 1, 2024 acquisition of CapStar Financial Holdings, Inc. ("CapStar") and $2.6 million of pre-tax separation expense5. Excluding these transactions and realized debt securities gains from the current quarter, adjusted net income1 was $147.2 million, or $0.46 per diluted common share.

DEPOSITS AND FUNDING

Growth in deposits driven by increases in commercial and community deposits and normal seasonal patterns in public funds, partially offset by lower brokered deposits.

•Period-end total deposits were $40.8 billion, up 8.5% annualized; core deposits up 10.1% annualized.

•On average, total deposits for the third quarter were $40.6 billion, up 4.8% annualized.

•Granular low-cost deposit franchise; total deposit costs of 225 bps.

•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 $36.5 billion, up 2.7% annualized.

•Total commercial loan production in the third quarter was $1.7 billion; period-end commercial pipeline totaled $2.8 billion.

•Average total loans in the third quarter were $36.3 billion, an increase of $235.9 million.

CREDIT QUALITY

Resilient credit quality continues to be a hallmark of Old National.

•Provision4 expense was $28.5 million compared to $36.2 million, or $20.9 million excluding $15.3 million of current expected credit loss ("CECL") Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans in the CapStar transaction in the second quarter of 2024.

•Net charge-offs were $17.5 million, or 19 bps of average loans compared to net charge-offs of 16 bps of average loans.

◦Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 16 bps.

•30+ day delinquencies as a percentage of loans were 0.26% compared to 0.16%.

•Nonaccrual loans as a percentage of total loans were 1.22% compared to 0.94%.

•Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. The remaining discount on these acquired loans was $174.0 million.

•The allowance for credit losses, including the allowance for credit losses on unfunded commitments, stood at $405.9 million, or 1.12% of total loans, compared to $392.1 million, or 1.08% of total loans.

NET INTEREST INCOME AND MARGIN

Higher net interest income and stable margin reflective of the rate environment.

•Net interest income on a fully taxable equivalent basis1 increased to $397.9 million compared to $394.8 million, driven by loan growth as well as higher asset yields and accretion, partly offset by higher funding costs.

•Net interest margin on a fully taxable equivalent basis1 modestly decreased 1 bps to 3.32%.

•Accretion income on loans and borrowings was $15.6 million, or 13 bps of net interest margin1, compared to $11.6 million, or 10 bps of net interest margin1.

•Cost of total deposits was 2.25%, increasing 9 bps and the cost of total interest-bearing deposits increased 9 bps to 2.93%.

NONINTEREST INCOME

Increase driven by higher service charges, mortgage fees, capital markets income, and other income.

•Total noninterest income was $94.1 million compared to $87.3 million.

•Noninterest income was up 7.9% driven by higher service charges, mortgage fees, capital markets income, and other income.

NONINTEREST EXPENSE

Disciplined expense management.

•Noninterest expense was $272.3 million and included $6.9 million of merger-related charges and $2.6 million of pre-tax separation expense5.

◦Excluding these items, adjusted noninterest expense1 was $262.8 million, compared to $263.6 million.

•The efficiency ratio1 was 53.8%, while the adjusted efficiency ratio1 was 51.2% compared to 57.2% and 52.6%, respectively.

INCOME TAXES

•Income tax expense was $41.3 million, resulting in an effective tax rate of 22.3% compared to 22.5%. On an adjusted fully taxable equivalent ("FTE") basis, the effective tax rate was 24.8% compared to 25.5%.

•Income tax expense included $4.0 million of tax credit benefit compared to $3.5 million.

CAPITAL

Capital ratios remain strong.

•Preliminary total risk-based capital up 23 bps to 12.94% and preliminary regulatory Tier 1 capital up 27 bps to 11.60%, as strong retained earnings drive capital.

•Tangible common equity to tangible assets was 7.44% compared to 6.94%.

CONFERENCE CALL AND WEBCAST

Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Tuesday, October 22, 2024, to review third 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 1586600. A replay of the call will also be available from approximately noon Central Time on October 22, 2024 through November 5, 2024. To access the replay, dial U.S. (800) 770-2030 or International (647) 362-9199; Access code 1586600.

ABOUT OLD NATIONAL

Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank. As the sixth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $54 billion of assets and $31 billion of assets under management, Old National ranks among the top 30 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations at oldnational.com. In 2024, Points of Light named Old National one of "The Civic 50" - an honor reserved for the 50 most community-minded companies in the United States.

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 merger-related charges associated with completed and pending acquisitions, separation expense, debt securities gains/losses, CECL Day 1 non-PCD provision expense, distribution of excess pension assets expense, FDIC special assessment expense, gain on sale of Visa Class B restricted shares, contract termination charges, 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 adjusted pre-provision net revenues may be useful in assessing the Company's underlying operating performance and their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The Company presents adjusted noninterest expense, which excludes merger-related charges associated with completed and pending acquisitions, separation expense, distribution of excess pension assets expense, FDIC special assessment expense, contract termination charges, Louisville expenses, and property optimization charges, as well as adjusted noninterest income, which excludes debt securities gains/losses and the gain on sale of Visa Class B restricted shares. 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 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)
Nine Months Ended
June 30, March 31, December 31, September 30, September 30, September 30,
2024 2024 2023 2023 2024 2023
Income Statement
Net interest income 391,724 $ 388,421 $ 356,458 $ 364,408 $ 375,086 $ 1,136,603 $ 1,138,745
FTE adjustment1,3 6,340 6,253 6,100 5,837 18,737 17,328
Net interest income - tax equivalent basis3 394,761 362,711 370,508 380,923 1,155,340 1,156,073
Provision for credit losses 36,214 18,891 11,595 19,068 83,602 47,292
Noninterest income 87,271 77,522 100,094 80,938 258,931 233,248
Noninterest expense 282,999 262,317 284,235 244,776 817,599 742,071
Net income available to common shareholders 139,768 $ 117,196 $ 116,250 $ 128,446 $ 143,842 $ 373,214 $ 437,411
Per Common Share Data
Weighted average diluted shares 316,461 292,207 292,029 291,717 308,605 291,809
EPS, diluted 0.44 $ 0.37 $ 0.40 $ 0.44 $ 0.49 $ 1.21 $ 1.50
Cash dividends 0.14 0.14 0.14 0.14 0.42 0.42
Dividend payout ratio2 % 38 % 35 % 32 % 29 % 35 % 28 %
Book value 19.20 $ 18.28 $ 18.24 $ 18.18 $ 17.07 $ 19.20 $ 17.07
Stock price 17.19 17.41 16.89 14.54 18.66 14.54
Tangible book value3 11.05 11.10 11.00 9.87 11.97 9.87
Performance Ratios
ROAA % 0.92 % 0.98 % 1.09 % 1.22 % 0.99 % 1.25 %
ROAE % 8.2 % 8.7 % 10.2 % 11.4 % 8.8 % 11.7 %
ROATCE3 % 14.1 % 14.9 % 18.1 % 20.2 % 15.0 % 20.8 %
NIM (FTE) % 3.33 % 3.28 % 3.39 % 3.49 % 3.31 % 3.59 %
Efficiency ratio3 % 57.2 % 58.3 % 59.0 % 51.7 % 56.4 % 51.9 %
NCOs to average loans % 0.16 % 0.14 % 0.12 % 0.24 % 0.16 % 0.19 %
ACL on loans to EOP loans % 1.01 % 0.95 % 0.93 % 0.93 % 1.05 % 0.93 %
ACL4 to EOP loans % 1.08 % 1.03 % 1.03 % 1.03 % 1.12 % 1.03 %
NPLs to EOP loans % 0.94 % 0.98 % 0.83 % 0.80 % 1.22 % 0.80 %
Balance Sheet (EOP)
Total loans 36,400,643 $ 36,150,513 $ 33,623,319 $ 32,991,927 $ 32,577,834 $ 36,400,643 $ 32,577,834
Total assets 53,119,645 49,534,918 49,089,836 49,059,448 53,602,293 49,059,448
Total deposits 39,999,228 37,699,418 37,235,180 37,252,676 40,845,746 37,252,676
Total borrowed funds 6,085,204 5,331,161 5,331,147 5,556,010 5,449,096 5,556,010
Total shareholders' equity 6,075,072 5,595,408 5,562,900 5,239,537 6,367,298 5,239,537
Capital Ratios
Risk-based capital ratios (EOP):
Tier 1 common equity % 10.73 % 10.76 % 10.70 % 10.41 % 11.00 % 10.41 %
Tier 1 capital % 11.33 % 11.40 % 11.35 % 11.06 % 11.60 % 11.06 %
Total capital % 12.71 % 12.74 % 12.64 % 12.32 % 12.94 % 12.32 %
Leverage ratio (average assets) % 8.90 % 8.96 % 8.83 % 8.70 % 9.05 % 8.70 %
Equity to assets (averages)3 % 11.31 % 11.32 % 10.81 % 10.88 % 11.41 % 10.95 %
TCE to TA3 % 6.94 % 6.86 % 6.85 % 6.15 % 7.44 % 6.15 %
Nonfinancial Data
Full-time equivalent employees 4,267 3,955 3,940 3,981 4,105 3,981
Banking centers 280 258 258 257 280 257
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 to the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.   September 30, 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 ACL - Allowance for Credit Losses EOP - End of period actual balances NPLs - Non-performing Loans TCE - Tangible common equity TA - Tangible assets

All values are in US Dollars.

Income Statement (unaudited)
( and shares in thousands, except per share data)
Nine Months Ended
June 30, March 31, December 31, September 30, September 30, September 30,
2024 2024 2023 2023 2024 2023
Interest income 679,925 $ 663,663 $ 595,981 $ 589,751 $ 576,519 $ 1,939,569 $ 1,617,070
Less: interest expense 275,242 239,523 225,343 201,433 802,966 478,325
Net interest income 388,421 356,458 364,408 375,086 1,136,603 1,138,745
Provision for credit losses 36,214 18,891 11,595 19,068 83,602 47,292
Net interest income  after provision for credit losses 352,207 337,567 352,813 356,018 1,053,001 1,091,453
Wealth and investment services fees 29,358 28,304 27,656 26,687 86,779 80,128
Service charges on deposit accounts 19,350 17,898 18,667 18,524 57,598 53,278
Debit card and ATM fees 10,993 10,054 10,700 10,818 32,409 31,453
Mortgage banking revenue 7,064 4,478 3,691 5,063 19,211 12,628
Capital markets income 4,729 2,900 5,416 5,891 15,055 19,003
Company-owned life insurance 5,739 3,434 3,773 3,740 14,488 11,624
Gain on sale of Visa Class B restricted shares 21,635
Other income 10,036 10,470 9,381 10,456 33,481 30,574
Debt securities gains (losses), net 2 (16) (825) (241) (90) (5,440)
Total noninterest income 87,271 77,522 100,094 80,938 258,931 233,248
Salaries and employee benefits 159,193 149,803 141,649 131,541 456,490 404,715
Occupancy 26,547 27,019 26,514 25,795 80,696 80,162
Equipment 8,704 8,671 8,769 8,284 27,263 23,394
Marketing 11,284 10,634 10,813 9,448 32,954 28,698
Technology 24,002 20,023 20,493 20,592 67,368 59,850
Communication 4,480 4,000 4,212 4,075 13,161 12,768
Professional fees 10,552 6,406 8,250 5,956 24,236 19,085
FDIC assessment 9,676 11,313 27,702 9,000 32,711 29,028
Amortization of intangibles 7,425 5,455 5,869 6,040 20,291 18,286
Amortization of tax credit investments 2,747 2,749 7,200 2,644 8,773 8,167
Other expense 18,389 16,244 22,764 21,401 53,656 57,918
Total noninterest expense 282,999 262,317 284,235 244,776 817,599 742,071
Income before income taxes 156,479 152,772 168,672 192,180 494,333 582,630
Income tax expense 35,250 32,488 36,192 44,304 109,018 133,118
Net income 143,802 $ 121,229 $ 120,284 $ 132,480 $ 147,876 $ 385,315 $ 449,512
Preferred dividends (4,033) (4,034) (4,034) (4,034) (12,101) (12,101)
Net income applicable to common shares 139,768 $ 117,196 $ 116,250 $ 128,446 $ 143,842 $ 373,214 $ 437,411
EPS, diluted 0.44 $ 0.37 $ 0.40 $ 0.44 $ 0.49 $ 1.21 $ 1.50
Weighted Average Common Shares Outstanding
Basic 315,585 290,980 290,701 290,648 307,426 290,763
Diluted 316,461 292,207 292,029 291,717 308,605 291,809
Common shares outstanding (EOP) 318,969 293,330 292,655 292,586 318,955 292,586

All values are in US Dollars.

End of Period Balance Sheet (unaudited)
( in thousands)
June 30, March 31, December 31, September 30,
2024 2024 2023 2023
Assets
Cash and due from banks 498,120 $ 428,665 $ 350,990 $ 430,866 $ 381,343
Money market and other interest-earning investments 804,381 588,509 744,192 1,282,087
Investments:
Treasury and government-sponsored agencies 2,207,004 2,243,754 2,453,950 2,515,249
Mortgage-backed securities 5,890,371 5,566,881 5,245,691 4,906,290
States and political subdivisions 1,678,597 1,672,061 1,693,819 1,705,200
Other securities 775,623 760,847 779,048 751,404
Total investments 10,551,595 10,243,543 10,172,508 9,878,143
Loans held-for-sale, at fair value 66,126 19,418 32,006 122,033
Loans:
Commercial 10,332,631 9,648,269 9,512,230 9,333,448
Commercial and agriculture real estate 16,016,958 14,653,958 14,140,629 13,916,221
Residential real estate 6,894,957 6,661,379 6,699,443 6,696,288
Consumer 2,905,967 2,659,713 2,639,625 2,631,877
Total loans 36,150,513 33,623,319 32,991,927 32,577,834
Allowance for credit losses on loans (366,335) (319,713) (307,610) (303,982)
Premises and equipment, net 601,945 564,007 565,396 565,607
Goodwill and other intangible assets 2,306,204 2,095,511 2,100,966 2,106,835
Company-owned life insurance 862,032 767,423 767,902 774,517
Accrued interest receivable and other assets 1,714,519 1,601,911 1,591,683 1,675,031
Total assets 53,602,293 $ 53,119,645 $ 49,534,918 $ 49,089,836 $ 49,059,448
Liabilities and Equity
Noninterest-bearing demand deposits 9,429,285 $ 9,336,042 $ 9,257,709 $ 9,664,247 $ 10,091,352
Interest-bearing:
Checking and NOW accounts 7,680,865 7,236,667 7,331,487 7,495,417
Savings accounts 4,983,811 5,020,095 5,099,186 5,296,985
Money market accounts 10,485,491 10,234,113 9,561,116 8,793,218
Other time deposits 5,688,432 4,760,659 4,565,137 4,398,182
Total core deposits 38,174,641 36,509,243 36,221,173 36,075,154
Brokered deposits 1,824,587 1,190,175 1,014,007 1,177,522
Total deposits 39,999,228 37,699,418 37,235,180 37,252,676
Federal funds purchased and interbank borrowings 250,154 50,416 390 918
Securities sold under agreements to repurchase 240,713 274,493 285,206 279,061
Federal Home Loan Bank advances 4,744,560 4,193,039 4,280,681 4,412,576
Other borrowings 849,777 813,213 764,870 863,455
Total borrowed funds 6,085,204 5,331,161 5,331,147 5,556,010
Accrued expenses and other liabilities 960,141 908,931 960,609 1,011,225
Total liabilities 47,044,573 43,939,510 43,526,936 43,819,911
Preferred stock, common stock, surplus, and retained earnings 6,866,480 6,375,036 6,301,709 6,208,352
Accumulated other comprehensive income (loss), net of tax (791,408) (779,628) (738,809) (968,815)
Total shareholders' equity 6,075,072 5,595,408 5,562,900 5,239,537
Total liabilities and shareholders' equity 53,602,293 $ 53,119,645 $ 49,534,918 $ 49,089,836 $ 49,059,448

All values are in US Dollars.

Average Balance Sheet and Interest Rates (unaudited)
( in thousands)
Three Months Ended Three Months Ended
June 30, 2024 September 30, 2023
Income1/ Yield/ Average Income1/ Yield/ Average Income1/ Yield/
Earning Assets: Expense Rate Balance Expense Rate Balance Expense Rate
Money market and other interest-earning investments 904,176 $ 11,696 5.15 % $ 814,944 $ 11,311 5.58 % $ 980,813 $ 13,194 5.34 %
Investments:
Treasury and government-sponsored agencies 21,851 3.87 % 2,208,935 21,531 3.90 % 2,376,864 23,037 3.88 %
Mortgage-backed securities 48,425 3.24 % 5,828,225 47,904 3.29 % 5,079,091 33,237 2.62 %
States and political subdivisions 14,042 3.37 % 1,686,994 14,290 3.39 % 1,737,037 14,220 3.27 %
Other securities 12,547 6.39 % 788,571 12,583 6.38 % 793,196 10,127 5.11 %
Total investments 96,865 3.63 % 10,512,725 96,308 3.66 % 9,986,188 80,621 3.23 %
Loans:2
Commercial 183,878 7.09 % 10,345,098 183,425 7.09 % 9,612,102 163,869 6.82 %
Commercial and agriculture real estate 274,832 6.78 % 15,870,809 260,407 6.56 % 13,711,156 219,575 6.41 %
Residential real estate loans 67,084 3.93 % 6,952,942 67,683 3.89 % 6,712,269 62,775 3.74 %
Consumer 51,714 7.12 % 2,910,331 50,869 7.03 % 2,614,928 42,322 6.42 %
Total loans 577,508 6.36 % 36,079,180 562,384 6.24 % 32,650,455 488,541 5.98 %
Total earning assets 47,905,463 $ 686,069 5.73 % $ 47,406,849 $ 670,003 5.66 % $ 43,617,456 $ 582,356 5.34 %
Less: Allowance for credit losses on loans (331,043) (300,071)
Non-earning Assets:
Cash and due from banks 413,583 $ 430,256 $ 382,755
Other assets 5,341,022 4,960,383
Total assets 53,346,411 $ 52,847,084 $ 48,660,523
Interest-Bearing Liabilities:
Checking and NOW accounts 7,551,264 $ 29,344 1.55 % $ 8,189,454 $ 34,398 1.69 % $ 7,515,439 $ 25,531 1.35 %
Savings accounts 5,184 0.42 % 5,044,800 5,254 0.42 % 5,414,775 4,268 0.31 %
Money market accounts 106,148 3.82 % 10,728,156 102,560 3.84 % 7,979,999 65,549 3.26 %
Other time deposits 64,435 4.32 % 5,358,103 56,586 4.25 % 4,229,692 37,110 3.48 %
Total interest-bearing core deposits 205,111 2.78 % 29,320,513 198,798 2.73 % 25,139,905 132,458 2.09 %
Brokered deposits 24,616 5.35 % 1,244,237 17,008 5.50 % 1,183,228 14,970 5.02 %
Total interest-bearing deposits 229,727 2.93 % 30,564,750 215,806 2.84 % 26,323,133 147,428 2.22 %
Federal funds purchased and interbank borrowings 292 7.98 % 148,835 1,986 5.37 % 62,921 910 5.74 %
Securities sold under agreements to repurchase 612 1.02 % 249,939 639 1.03 % 302,305 710 0.93 %
Federal Home Loan Bank advances 47,719 4.15 % 4,473,978 44,643 4.01 % 4,537,250 40,382 3.53 %
Other borrowings 9,851 5.19 % 891,609 12,168 5.49 % 841,307 12,003 5.66 %
Total borrowed funds 58,474 4.17 % 5,764,361 59,436 4.15 % 5,743,783 54,005 3.73 %
Total interest-bearing liabilities 36,813,980 $ 288,201 3.11 % $ 36,329,111 $ 275,242 3.05 % $ 32,066,916 $ 201,433 2.49 %
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits 9,371,698 $ 9,558,675 $ 10,338,267
Other liabilities 980,322 961,268
Shareholders' equity 5,978,976 5,294,072
Total liabilities and shareholders' equity 53,346,411 $ 52,847,084 $ 48,660,523
Net interest rate spread 2.62 % 2.61 % 2.85 %
Net interest margin (GAAP) 3.27 % 3.28 % 3.44 %
Net interest margin (FTE)3 3.32 % 3.33 % 3.49 %
FTE adjustment $ 6,144 $ 6,340 $ 5,837
1 Interest income is reflected on a FTE basis.
2 Includes loans held-for-sale.
3 Represents a non-GAAP financial measure. Refer to the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

All values are in US Dollars.

Average Balance Sheet and Interest Rates (unaudited)
( in thousands)
Nine Months Ended
September 30, 2023
Income1/ Yield/ Average Income1/ Yield/
Earning Assets: Expense Rate Balance Expense Rate
Money market and other interest-earning investments 825,743 $ 32,992 5.34 % $ 736,225 $ 25,258 4.59 %
Investments:
Treasury and government-sponsored agencies 66,648 3.91 % 2,266,177 58,923 3.47 %
Mortgage-backed securities 135,217 3.15 % 5,268,509 102,618 2.60 %
States and political subdivisions 42,308 3.36 % 1,771,155 43,306 3.26 %
Other securities 37,303 6.37 % 785,474 28,726 4.88 %
Total investments 10,457,221 $ 281,476 3.59 % $ 10,091,315 $ 233,573 3.09 %
Loans:2
Commercial 534,566 7.07 % 9,644,541 475,210 6.57 %
Commercial and agriculture real estate 765,325 6.59 % 13,180,509 598,337 6.05 %
Residential real estate loans 197,770 3.86 % 6,626,551 181,592 3.65 %
Consumer 146,177 6.93 % 2,612,519 120,428 6.16 %
Total loans 1,643,838 6.22 % 32,064,120 1,375,567 5.72 %
Total earning assets 46,500,942 $ 1,958,306 5.62 % $ 42,891,660 $ 1,634,398 5.08 %
Less: Allowance for credit losses on loans (301,909)
Non-earning Assets:
Cash and due from banks 402,213 $ 412,998
Other assets 4,917,592
Total assets 51,798,794 $ 47,920,341
Interest-Bearing Liabilities:
Checking and NOW accounts 7,627,029 $ 88,994 1.56 % $ 7,793,561 $ 69,248 1.19 %
Savings accounts 15,455 0.41 % 5,791,780 9,745 0.22 %
Money market accounts 302,921 3.83 % 6,577,317 120,917 2.46 %
Other time deposits 168,453 4.22 % 3,660,156 79,032 2.89 %
Total interest-bearing core deposits 575,823 2.70 % 23,822,814 278,942 1.57 %
Brokered deposits 55,149 5.36 % 879,886 32,053 4.87 %
Total interest-bearing deposits 630,972 2.82 % 24,702,700 310,995 1.68 %
Federal funds purchased and interbank borrowings 3,239 5.60 % 306,480 11,404 4.97 %
Securities sold under agreements to repurchase 2,168 1.11 % 351,362 2,389 0.91 %
Federal Home Loan Bank advances 133,529 3.98 % 4,699,074 123,466 3.51 %
Other borrowings 33,058 5.36 % 806,575 30,071 4.98 %
Total borrowed funds 171,994 4.07 % 6,163,491 167,330 3.63 %
Total interest-bearing liabilities 802,966 3.02 % 30,866,191 478,325 2.07 %
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits 9,396,081 $ 10,864,375
Other liabilities 944,619
Shareholders' equity 5,245,156
Total liabilities and shareholders' equity 51,798,794 $ 47,920,341
Net interest rate spread 2.60 % 3.01 %
Net interest margin (GAAP) 3.26 % 3.54 %
Net interest margin (FTE)3 3.31 % 3.59 %
FTE adjustment $ 18,737 $ 17,328
1 Interest income is reflected on a FTE.
2 Includes loans held-for-sale.
3 Represents a non-GAAP financial measure. Refer to the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

All values are in US Dollars.

Asset Quality (EOP) (unaudited)
( in thousands)
Nine Months Ended
June 30, March 31, December 31, September 30, September 30, September 30,
2024 2024 2023 2023 2024 2023
Allowance for credit losses:
Beginning allowance for credit losses on loans 366,335 $ 319,713 $ 307,610 $ 303,982 $ 300,555 $ 307,610 $ 303,671
Allowance established for acquired PCD loans 23,922 26,725
Provision for credit losses on loans 36,745 23,853 13,329 23,115 89,774 46,520
Gross charge-offs (17,041) (14,020) (13,202) (22,750) (50,026) (55,261)
Gross recoveries 2,996 2,270 3,501 3,062 6,757 9,052
NCOs (14,045) (11,750) (9,701) (19,688) (43,269) (46,209)
Ending allowance for credit losses on loans 380,840 $ 366,335 $ 319,713 $ 307,610 $ 303,982 $ 380,840 $ 303,982
Beginning allowance for credit losses on unfunded commitments 25,733 $ 26,264 $ 31,226 $ 32,960 $ 37,007 $ 31,226 $ 32,188
Provision (release) for credit losses on unfunded commitments (531) (4,962) (1,734) (4,047) (6,172) 772
Ending allowance for credit losses on unfunded commitments 25,054 $ 25,733 $ 26,264 $ 31,226 $ 32,960 $ 25,054 $ 32,960
Allowance for credit losses 405,894 $ 392,068 $ 345,977 $ 338,836 $ 336,942 $ 405,894 $ 336,942
Provision for credit losses on loans 29,176 $ 36,745 $ 23,853 $ 13,329 $ 23,115 $ 89,774 $ 46,520
Provision (release) for credit losses on unfunded commitments (531) (4,962) (1,734) (4,047) (6,172) 772
Provision for credit losses 28,497 $ 36,214 $ 18,891 $ 11,595 $ 19,068 $ 83,602 $ 47,292
NCOs / average loans1 % 0.16 % 0.14 % 0.12 % 0.24 % 0.16 % 0.19 %
Average loans1 36,299,544 $ 36,053,845 $ 33,242,739 $ 32,752,406 $ 32,639,812 $ 35,202,727 $ 32,057,989
EOP loans1 36,150,513 33,623,319 32,991,927 32,577,834 36,400,643 32,577,834
ACL on loans / EOP loans1 % 1.01 % 0.95 % 0.93 % 0.93 % 1.05 % 0.93 %
ACL / EOP loans1 % 1.08 % 1.03 % 1.03 % 1.03 % 1.12 % 1.03 %
Underperforming Assets:
Loans 90 days and over (still accruing) 1,177 $ 5,251 $ 2,172 $ 961 $ 1,192 $ 1,177 $ 1,192
Nonaccrual loans 340,181 328,645 274,821 261,346 443,597 261,346
Foreclosed assets 8,290 9,344 9,434 9,761 4,077 9,761
Total underperforming assets 448,851 $ 353,722 $ 340,161 $ 285,216 $ 272,299 $ 448,851 $ 272,299
Classified and Criticized Assets:
Nonaccrual loans 443,597 $ 340,181 $ 328,645 $ 274,821 $ 261,346 $ 443,597 $ 261,346
Substandard loans (still accruing) 841,087 626,157 599,358 563,427 1,074,243 563,427
Loans 90 days and over (still accruing) 5,251 2,172 961 1,192 1,177 1,192
Total classified loans - "problem loans" 1,186,519 956,974 875,140 825,965 1,519,017 825,965
Other classified assets 60,772 54,392 48,930 48,998 59,485 48,998
Special Mention 967,655 827,419 843,920 775,526 837,543 775,526
Total classified and criticized assets 2,416,045 $ 2,214,946 $ 1,838,785 $ 1,767,990 $ 1,650,489 $ 2,416,045 $ 1,650,489
Loans 30-89 days past due (still accruing) 91,750 $ 51,712 $ 53,112 $ 71,868 $ 56,772 $ 91,750 $ 56,772
Nonaccrual loans / EOP loans1 % 0.94 % 0.98 % 0.83 % 0.80 % 1.22 % 0.80 %
ACL / nonaccrual loans % 115 % 105 % 123 % 129 % 92 % 129 %
Under-performing assets/EOP loans1 % 0.98 % 1.01 % 0.86 % 0.84 % 1.23 % 0.84 %
Under-performing assets/EOP assets % 0.67 % 0.69 % 0.58 % 0.56 % 0.84 % 0.56 %
30+ day delinquencies/EOP loans1 % 0.16 % 0.16 % 0.22 % 0.18 % 0.26 % 0.18 %
1 Excludes loans held-for-sale.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( and shares in thousands, except per share data)
Nine Months Ended
June 30, March 31, December 31, September 30, September 30, September 30,
2024 2024 2023 2023 2024 2023
Earnings Per Share:
Net income applicable to common shares 139,768 $ 117,196 $ 116,250 $ 128,446 $ 143,842 $ 373,214 $ 437,411
Adjustments:
Merger-related charges 19,440 2,908 5,529 6,257 29,208 23,187
Tax effect1 (4,413) (710) (1,343) (1,042) (6,651) (4,491)
Merger-related charges, net 15,027 2,198 4,186 5,215 22,557 18,696
Separation expense 2,646
Tax effect1 (589)
Separation expense, net 2,057
Debt securities (gains) losses (2) 16 825 241 90 5,440
Tax effect1 1 (4) (200) (40) (20) (1,175)
Debt securities (gains) losses, net (1) 12 625 201 70 4,265
CECL Day 1 non-PCD provision expense 15,312 15,312
Tax effect1 (3,476) (3,476)
CECL Day 1 non-PCD provision expense, net 11,836 11,836
Distribution of excess pension assets 13,318 13,318
Tax effect1 (3,250) (3,250)
Distribution excess pension assets, net 10,068 10,068
FDIC special assessment 2,994 19,052 2,994
Tax effect1 (731) (4,628) (731)
FDIC special assessment, net 2,263 14,424 2,263
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 1,559
Tax effect1 (315)
Property optimization charges, net 1,244
Total adjustments, net 26,862 14,541 6,196 5,416 48,851 27,174
Net income applicable to common shares, adjusted 147,216 $ 144,058 $ 130,791 $ 134,642 $ 149,258 $ 422,065 $ 464,585
Weighted average diluted common shares outstanding 316,461 292,207 292,029 291,717 308,605 291,809
EPS, diluted 0.44 $ 0.37 $ 0.40 $ 0.44 $ 0.49 $ 1.21 $ 1.50
Adjusted EPS, diluted 0.46 $ 0.46 $ 0.45 $ 0.46 $ 0.51 $ 1.37 $ 1.59
NIM:
Net interest income 391,724 $ 388,421 $ 356,458 $ 364,408 $ 375,086 $ 1,136,603 $ 1,138,745
Add: FTE adjustment2 6,340 6,253 6,100 5,837 18,737 17,328
Net interest income (FTE) 397,868 $ 394,761 $ 362,711 $ 370,508 $ 380,923 $ 1,155,340 $ 1,156,073
Average earning assets 47,905,463 $ 47,406,849 $ 44,175,079 $ 43,701,283 $ 43,617,456 $ 46,500,942 $ 42,891,660
NIM (GAAP) % 3.28 % 3.23 % 3.34 % 3.44 % 3.26 % 3.54 %
NIM (FTE) % 3.33 % 3.28 % 3.39 % 3.49 % 3.31 % 3.59 %
Refer to last page of Non-GAAP reconciliations for footnotes.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
Nine Months Ended
June 30, March 31, December 31, September 30, September 30, September 30,
2024 2024 2023 2023 2024 2023
PPNR:
Net interest income (FTE)2 397,868 $ 394,761 $ 362,711 $ 370,508 $ 380,923 $ 1,155,340 $ 1,156,073
Add: Noninterest income 87,271 77,522 100,094 80,938 258,931 233,248
Total revenue (FTE) 482,032 440,233 470,602 461,861 1,414,271 1,389,321
Less: Noninterest expense (282,999) (262,317) (284,235) (244,776) (817,599) (742,071)
PPNR 219,723 $ 199,033 $ 177,916 $ 186,367 $ 217,085 $ 596,672 $ 647,250
Adjustments:
Gain on sale of Visa Class B restricted shares $ $ $ (21,635) $ $ $
Debt securities (gains) losses (2) 16 825 241 90 5,440
Noninterest income adjustments (2) 16 (20,810) 241 90 5,440
Adjusted noninterest income 87,269 77,538 79,284 81,179 259,021 238,688
Adjusted revenue 492,082 $ 482,030 $ 440,249 $ 449,792 $ 462,102 $ 1,414,361 $ 1,394,761
Adjustments:
Merger-related charges 6,860 $ 19,440 $ 2,908 $ 5,529 $ 6,257 $ 29,208 $ 23,187
Separation expense 2,646
Distribution of excess pension assets 13,318 13,318
FDIC Special Assessment 2,994 19,052 2,994
Contract termination charges 4,413
Louisville expenses 3,361
Property optimization charges 1,559
Noninterest expense adjustments 19,440 19,220 28,994 6,257 48,166 28,107
Adjusted total noninterest expense (263,559) (243,097) (255,241) (238,519) (769,433) (713,964)
Adjusted PPNR 229,305 $ 218,471 $ 197,152 $ 194,551 $ 223,583 $ 644,928 $ 680,797
Efficiency Ratio:
Noninterest expense 272,283 $ 282,999 $ 262,317 $ 284,235 $ 244,776 $ 817,599 $ 742,071
Less: Amortization of intangibles (7,425) (5,455) (5,869) (6,040) (20,291) (18,286)
Noninterest expense, excl. amortization of intangibles 275,574 256,862 278,366 238,736 797,308 723,785
Less: Amortization of tax credit investments (2,747) (2,749) (7,200) (2,644) (8,773) (8,167)
Less: Noninterest expense adjustments (19,440) (19,220) (28,994) (6,257) (48,166) (28,107)
Adjusted noninterest expense, excluding amortization 252,089 $ 253,387 $ 234,893 $ 242,172 $ 229,835 $ 740,369 $ 687,511
Total revenue (FTE)2 492,006 $ 482,032 $ 440,233 $ 470,602 $ 461,861 $ 1,414,271 $ 1,389,321
Less: Debt securities (gains) losses (2) 16 825 241 90 5,440
Total revenue excl. debt securities (gains) losses 482,030 440,249 471,427 462,102 1,414,361 1,394,761
Less: Gain on sale of Visa Class B restricted shares (21,635)
Total adjusted revenue 492,082 $ 482,030 $ 440,249 $ 449,792 $ 462,102 $ 1,414,361 $ 1,394,761
Efficiency Ratio % 57.2 % 58.3 % 59.0 % 51.7 % 56.4 % 51.9 %
Adjusted Efficiency Ratio % 52.6 % 53.4 % 53.8 % 49.7 % 52.3 % 49.3 %
Refer to last page of Non-GAAP reconciliations for footnotes.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
Nine Months Ended
June 30, March 31, December 31, September 30, September 30, September 30,
2024 2024 2023 2023 2024 2023
ROAE and ROATCE:
Net income applicable to common shares 139,768 $ 117,196 $ 116,250 $ 128,446 $ 143,842 $ 373,214 $ 437,411
Amortization of intangibles 7,425 5,455 5,869 6,040 20,291 18,286
Tax effect1 (1,856) (1,364) (1,467) (1,510) (5,073) (4,572)
Amortization of intangibles, net 5,569 4,091 4,402 4,530 15,218 13,714
Net income applicable to common shares, excluding intangibles amortization 122,765 120,341 132,848 148,372 388,432 451,125
Total adjustments, net (see pg.12) 26,862 14,541 6,196 5,416 48,851 27,174
Adjusted net income applicable to common shares, excluding intangibles amortization 152,774 $ 149,627 $ 134,882 $ 139,044 $ 153,788 $ 437,283 $ 478,299
Average shareholders' equity 6,190,071 $ 5,978,976 $ 5,565,542 $ 5,281,487 $ 5,294,072 $ 5,912,546 $ 5,245,156
Less: Average preferred equity (243,719) (243,719) (243,719) (243,719) (243,719) (243,719)
Average shareholders' common equity 5,946,352 $ 5,735,257 $ 5,321,823 $ 5,037,768 $ 5,050,353 $ 5,668,827 $ 5,001,437
Average goodwill and other intangible assets (2,245,405) (2,098,338) (2,103,935) (2,109,944) (2,216,437) (2,115,953)
Average tangible shareholder's common equity 3,641,755 $ 3,489,852 $ 3,223,485 $ 2,933,833 $ 2,940,409 $ 3,452,390 $ 2,885,484
ROAE % 8.2% 8.7% 10.2% 11.4% 8.8 % 11.7 %
ROAE, adjusted % 10.0% 9.8% 10.7% 11.8% 9.9 % 12.4 %
ROATCE % 14.1% 14.9% 18.1% 20.2% 15.0 % 20.8 %
ROATCE, adjusted % 17.2% 16.7% 19.0% 20.9% 16.9 % 22.1 %
Refer to last page of Non-GAAP reconciliations for footnotes.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
June 30, March 31, December 31, September 30,
2024 2024 2023 2023
Tangible Common Equity:
Shareholders' equity 6,367,298 $ 6,075,072 $ 5,595,408 $ 5,562,900 $ 5,239,537
Less: Preferred equity (243,719) (243,719) (243,719) (243,719)
Shareholders' common equity 6,123,579 $ 5,831,353 $ 5,351,689 $ 5,319,181 $ 4,995,818
Less: Goodwill and other intangible assets (2,306,204) (2,095,511) (2,100,966) (2,106,835)
Tangible shareholders' common equity 3,818,495 $ 3,525,149 $ 3,256,178 $ 3,218,215 $ 2,888,983
Total assets 53,602,293 $ 53,119,645 $ 49,534,918 $ 49,089,836 $ 49,059,448
Less: Goodwill and other intangible assets (2,306,204) (2,095,511) (2,100,966) (2,106,835)
Tangible assets 51,297,209 $ 50,813,441 $ 47,439,407 $ 46,988,870 $ 46,952,613
Risk-weighted assets3 40,584,608 $ 40,627,117 $ 37,845,139 $ 37,407,347 $ 37,501,646
Tangible common equity to tangible assets % 6.94 % 6.86 % 6.85 % 6.15 %
Tangible common equity to risk-weighted assets3 % 8.68 % 8.60 % 8.60 % 7.70 %
Tangible Common Book Value:
Common shares outstanding 318,969 293,330 292,655 292,586
Tangible common book value 11.97 $ 11.05 $ 11.10 $ 11.00 $ 9.87
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 September 30, 2024 figures are preliminary.

All values are in US Dollars.

15