Old National Bancorp Reports Second Quarter 2024 Results

EVANSVILLE, Ind., July 23, 2024 (GLOBE NEWSWIRE) --

Old National Bancorp (NASDAQ: ONB) reports 2Q24 net income applicable to common shares of $117.2 million, diluted EPS of $0.37; $144.1 million and $0.46 on an adjusted¹ basis, respectively.

CEO COMMENTARY:

"Old National’s second quarter results exceeded expectations due to better than expected revenue growth and lower expenses," said Chairman and CEO Jim Ryan. "We achieved these outstanding results while also successfully closing on our CapStar Bank partnership and working to complete the associated systems integration. As a result, Old National has meaningfully increased our presence in Nashville, Tenn., while expanding our operations into several other vibrant Southeastern markets."

 

SECOND QUARTER HIGHLIGHTS²:

Net Income	Net income applicable to common shares of $117.2 million; adjusted net income applicable to common shares1 of $144.1 million
	Earnings per diluted common share ("EPS") of $0.37; adjusted EPS1 of $0.46
Net Interest Income/NIM	Net interest income on a fully taxable equivalent basis1 of $394.8 million
	Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.33%, up 5 basis points ("bps")
Operating Performance	Pre-provision net revenue1 (“PPNR”) of $199.0 million; adjusted PPNR1 of $218.5 million
	Noninterest expense of $283.0 million; adjusted noninterest expense1 of $263.6 million
	Efficiency ratio1 of 57.2%; adjusted efficiency ratio1 of 52.6%
Deposits and Funding	Period-end total deposits of $40.0 billion, up $2.3 billion; core deposits up $1.7 billion Period-end total deposits up 2.4% annualized excluding CapStar Financial Holdings, Inc. ("CapStar")
	Granular low-cost deposit franchise; total deposit costs of 216 bps and a cycle to date (2Q22-2Q24) total deposit beta of 41% (interest-bearing deposit beta of 53%)
Loans and Credit Quality	End-of-period total loans3 of $36.2 billion, up $2.6 billion End-of-period total loans3 up 5.9% annualized excluding CapStar
	Provision for credit losses4 ("provision") of $36.2 million; $20.9 million excluding $15.3 million of current expected credit loss ("CECL") Day 1 non-purchased credit deteriorated ("non-PCD") provision expense5
	Net charge-offs of $14.0 million, or 16 bps of average loans; 11 bps excluding purchased credit deteriorated ("PCD") loans that had an allowance at acquisition
Return Profile & Capital	30+ day delinquencies of 0.16% and non-performing loans of 0.94% of total loans
	Return on average tangible common equity1 of 14.1%; adjusted return on average tangible common equity1 of 17.2%
Notable Items	Closing of CapStar partnership on April 1, 2024 $19.4 million of pre-tax merger-related charges $15.3 million of pre-tax CECL Day 1 non-PCD provision expense5
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 Refers to the initial increase in allowance for credit losses required on acquired non-PCD loans through the provision for credit losses

RESULTS OF OPERATIONS²

Old National Bancorp ("Old National") reported second quarter 2024 net income applicable to common shares of $117.2 million, or $0.37 per diluted common share.

Included in second quarter results were pre-tax charges of $19.4 million primarily related to the April 1, 2024 acquisition of CapStar Financial Holdings, Inc. ("CapStar") and $15.3 million of pre-tax CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans. Excluding these transactions and realized debt securities gains from the current quarter, adjusted net income¹ was $144.1 million, or $0.46 per diluted common share.

DEPOSITS AND FUNDING

Growth in deposits driven by CapStar including seasonal outflows of commercial and retail deposits offset by public fund and brokered deposits increases.

• Period-end total deposits were $40.0 billion, up $2.3 billion; core deposits up $1.7 billion; includes $2.1 billion of end of period deposits assumed in the CapStar transaction.
  • Excluding deposits assumed in the CapStar transaction, period-end total deposits were up 2.4% annualized.
• On average, total deposits for the second quarter were $40.1 billion, up $3.0 billion.
• Granular low-cost deposit franchise; total deposit costs of 216 bps and a cycle to date total deposit beta of 41% (interest-bearing deposit beta of 53%).
• A loan to deposit ratio of 91%, combined with existing funding sources, provides strong liquidity.
  
  

LOANS

Broad-based disciplined commercial loan growth.

• Period-end total loans³ were $36.2 billion, up $2.6 billion; includes $2.1 billion of period end loans acquired in the CapStar transaction.
  • Excluding loans acquired in the CapStar transaction, period-end total loans³ were up 5.9% annualized.
• Total commercial loan production in the second quarter was $1.5 billion; period-end commercial pipeline totaled $3.4 billion.
• Average total loans in the second quarter were $36.1 billion, an increase of $2.8 billion.

CREDIT QUALITY

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

• Provision⁴ expense was $36.2 million, $20.9 million excluding $15.3 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans in the CapStar transaction, compared to $18.9 million, reflecting net charge-offs and loan growth, as well as economic factors.
• Net charge-offs were $14.0 million, or 16 bps of average loans compared to net charge-offs of 14 bps of average loans.
  • Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 11 bps.
• 30+ day delinquencies as a percentage of loans were consistent at 0.16%.
• Nonaccrual loans as a percentage of total loans were 0.94% compared to 0.98%.
• Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. The remaining discount on these acquired loans was $190.0 million, of which $119.0 million related to CapStar.
• The allowance for credit losses, including the allowance for credit losses on unfunded commitments, stood at $392.1 million, or 1.08% of total loans, compared to $346.0 million, or 1.03% of total loans, reflecting $15.3 million of CECL Day 1 non-PCD provision expense related to acquired non-PCD loans and $23.9 million of allowance related to acquired PCD loans.
  
  

NET INTEREST INCOME AND MARGIN

Higher net interest income and margin expansion reflective of CapStar.

• Net interest income on a fully taxable equivalent basis¹ increased to $394.8 million compared to $362.7 million, driven by CapStar, loan growth and higher asset yields, partly offset by higher funding costs.
• Net interest margin on a fully taxable equivalent basis¹ increased 5 bps to 3.33%.
• Accretion income on loans and borrowings was $11.6 million, or 10 bps of net interest margin¹, compared to $5.1 million, or 5 bps of net interest margin¹.
• Cost of total deposits was 2.16%, increasing 15 bps and the cost of total interest-bearing deposits increased 16 bps to 2.84%.

NONINTEREST INCOME

Increase driven by CapStar, wealth fees, mortgage fees and capital markets income.

• Total noninterest income was $87.3 million compared to $77.5 million.
  • CapStar contributed $6.5 million to noninterest income during the quarter.
• Noninterest income was up 12.6% driven by CapStar revenue as well as higher wealth fees, mortgage fees and capital markets income.
  
  

NONINTEREST EXPENSE

Higher due to CapStar; disciplined expense management.

• Noninterest expense was $283.0 million and included $19.4 million of merger-related charges.
  • CapStar contributed $17.7 million to noninterest expense during the quarter.
• Excluding merger-related charges, adjusted noninterest expense was $263.6 million, compared to $243.1 million; higher due primarily to operating costs associated with CapStar as well as technology and professional fees.
• The efficiency ratio¹ was 57.2%, while the adjusted efficiency ratio¹ was 52.6% compared to 58.3% and 53.4%, respectively.

INCOME TAXES

• Income tax expense was $35.3 million, resulting in an effective tax rate of 22.5% compared to 21.3%. On an adjusted fully taxable equivalent ("FTE") basis, the effective tax rate was 25.5% compared to 24.4%.
• Income tax expense included $3.5 million of tax credit benefit.

CAPITAL

Capital ratios remain strong.

• Preliminary total risk-based capital down 3 bps to 12.71% and preliminary regulatory Tier 1 capital down 7 bps to 11.33%, as strong retained earnings were more than offset by the CapStar transaction and loan growth.
• Tangible common equity to tangible assets was 6.94% compared to 6.86%.

CAPSTAR TRANSACTION

On April 1, 2024, Old National completed its acquisition of 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 $3.1 billion of total assets, $2.1 billion of total loans, and $2.6 billion of deposits. The consideration paid totaled $417.6 million and consisted of 24.0 million shares of Old National common stock. All system conversions related to the transaction were completed in early July 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, July 23, 2024, to review second 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 2973663. A replay of the call will also be available from approximately noon Central Time on July 23, 2024 through August 6, 2024. To access the replay, dial U.S. (800) 770-2030 or International (647) 362-9199; Access code 2973663.

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 $53 billion of assets and $30 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, CECL Day 1 non-PCD provision expense, debt securities gains/losses, 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 pre-provision net revenues, adjusted may be useful in assessing the Company's underlying operating performance and their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The Company presents adjusted noninterest expense, which excludes merger-related charges associated with completed and pending acquisitions, 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

Financial Highlights (unaudited)
($ and shares in thousands, except per share data)
	Three Months Ended																Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,				June 30,			June 30,
		2024			2024			2023			2023			2023				2024			2023
Income Statement
Net interest income	$	388,421		$	356,458		$	364,408		$	375,086		$	382,171			$	744,879		$	763,659
FTE adjustment1,3		6,340			6,253			6,100			5,837			5,825				12,593			11,491
Net interest income - tax equivalent basis3		394,761			362,711			370,508			380,923			387,996				757,472			775,150
Provision for credit losses		36,214			18,891			11,595			19,068			14,787				55,105			28,224
Noninterest income		87,271			77,522			100,094			80,938			81,629				164,793			152,310
Noninterest expense		282,999			262,317			284,235			244,776			246,584				545,316			497,295
Net income available to common shareholders	$	117,196		$	116,250		$	128,446		$	143,842		$	151,003			$	233,446		$	293,569
Per Common Share Data
Weighted average diluted shares		316,461			292,207			292,029			291,717			291,266				304,207			291,870
EPS, diluted	$	0.37		$	0.40		$	0.44		$	0.49		$	0.52			$	0.77		$	1.01
Cash dividends		0.14			0.14			0.14			0.14			0.14				0.28			0.28
Dividend payout ratio2		38	%		35	%		32	%		29	%		27	%			36	%		28	%
Book value	$	18.28		$	18.24		$	18.18		$	17.07		$	17.25			$	18.28		$	17.25
Stock price		17.19			17.41			16.89			14.54			13.94				17.19			13.94
Tangible book value3		11.05			11.10			11.00			9.87			10.03				11.05			10.03
Performance Ratios
ROAA		0.92	%		0.98	%		1.09	%		1.22	%		1.29	%			0.95	%		1.27	%
ROAE		8.2	%		8.7	%		10.2	%		11.4	%		12.0	%			8.4	%		11.8	%
ROATCE3		14.1	%		14.9	%		18.1	%		20.2	%		21.4	%			14.5	%		21.2	%
NIM (FTE)		3.33	%		3.28	%		3.39	%		3.49	%		3.60	%			3.31	%		3.65	%
Efficiency ratio3		57.2	%		58.3	%		59.0	%		51.7	%		51.2	%			57.7	%		52.0	%
NCOs to average loans		0.16	%		0.14	%		0.12	%		0.24	%		0.13	%			0.15	%		0.17	%
ACL on loans to EOP loans		1.01	%		0.95	%		0.93	%		0.93	%		0.93	%			1.01	%		0.93	%
ACL4 to EOP loans		1.08	%		1.03	%		1.03	%		1.03	%		1.04	%			1.08	%		1.04	%
NPLs to EOP loans		0.94	%		0.98	%		0.83	%		0.80	%		0.91	%			0.94	%		0.91	%
Balance Sheet (EOP)
Total loans	$	36,150,513		$	33,623,319		$	32,991,927		$	32,577,834		$	32,432,473			$	36,150,513		$	32,432,473
Total assets		53,119,645			49,534,918			49,089,836			49,059,448			48,496,755				53,119,645			48,496,755
Total deposits		39,999,228			37,699,418			37,235,180			37,252,676			36,231,315				39,999,228			36,231,315
Total borrowed funds		6,085,204			5,331,161			5,331,147			5,556,010			6,034,008				6,085,204			6,034,008
Total shareholders' equity		6,075,072			5,595,408			5,562,900			5,239,537			5,292,095				6,075,072			5,292,095
Capital Ratios
Risk-based capital ratios (EOP):
Tier 1 common equity		10.73	%		10.76	%		10.70	%		10.41	%		10.14	%			10.73	%		10.14	%
Tier 1 capital		11.33	%		11.40	%		11.35	%		11.06	%		10.79	%			11.33	%		10.79	%
Total capital		12.71	%		12.74	%		12.64	%		12.32	%		12.14	%			12.71	%		12.14	%
Leverage ratio (average assets)		8.90	%		8.96	%		8.83	%		8.70	%		8.59	%			8.90	%		8.59	%
Equity to assets (averages)3		11.31	%		11.32	%		10.81	%		10.88	%		10.96	%			11.31	%		10.98	%
TCE to TA3		6.94	%		6.86	%		6.85	%		6.15	%		6.33	%			6.94	%		6.33	%
Nonfinancial Data
Full-time equivalent employees		4,267			3,955			3,940			3,981			4,021				4,267			4,021
Banking centers		280			258			258			257			256				280			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.   June 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

Income Statement (unaudited)
($ and shares in thousands, except per share data)
	Three Months Ended																Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,				June 30,			June 30,
		2024			2024			2023			2023			2023				2024			2023
Interest income	$	663,663		$	595,981		$	589,751		$	576,519		$	544,902			$	1,259,644		$	1,040,551
Less: interest expense		275,242			239,523			225,343			201,433			162,731				514,765			276,892
Net interest income		388,421			356,458			364,408			375,086			382,171				744,879			763,659
Provision for credit losses		36,214			18,891			11,595			19,068			14,787				55,105			28,224
Net interest income after provision for credit losses		352,207			337,567			352,813			356,018			367,384				689,774			735,435
Wealth and investment services fees		29,358			28,304			27,656			26,687			26,521				57,662			53,441
Service charges on deposit accounts		19,350			17,898			18,667			18,524			17,751				37,248			34,754
Debit card and ATM fees		10,993			10,054			10,700			10,818			10,653				21,047			20,635
Mortgage banking revenue		7,064			4,478			3,691			5,063			4,165				11,542			7,565
Capital markets income		4,729			2,900			5,416			5,891			6,173				7,629			13,112
Company-owned life insurance		5,739			3,434			3,773			3,740			4,698				9,173			7,884
Gain on sale of Visa Class B restricted shares		—			—			21,635			—			—				—			—
Other income		10,036			10,470			9,381			10,456			11,651				20,506			20,118
Debt securities gains (losses), net		2			(16	)		(825	)		(241	)		17				(14	)		(5,199	)
Total noninterest income		87,271			77,522			100,094			80,938			81,629				164,793			152,310
Salaries and employee benefits		159,193			149,803			141,649			131,541			135,810				308,996			273,174
Occupancy		26,547			27,019			26,514			25,795			26,085				53,566			54,367
Equipment		8,704			8,671			8,769			8,284			7,721				17,375			15,110
Marketing		11,284			10,634			10,813			9,448			9,833				21,918			19,250
Technology		24,002			20,023			20,493			20,592			20,056				44,025			39,258
Communication		4,480			4,000			4,212			4,075			4,232				8,480			8,693
Professional fees		10,552			6,406			8,250			5,956			6,397				16,958			13,129
FDIC assessment		9,676			11,313			27,702			9,000			9,624				20,989			20,028
Amortization of intangibles		7,425			5,455			5,869			6,040			6,060				12,880			12,246
Amortization of tax credit investments		2,747			2,749			7,200			2,644			2,762				5,496			5,523
Other expense		18,389			16,244			22,764			21,401			18,004				34,633			36,517
Total noninterest expense		282,999			262,317			284,235			244,776			246,584				545,316			497,295
Income before income taxes		156,479			152,772			168,672			192,180			202,429				309,251			390,450
Income tax expense		35,250			32,488			36,192			44,304			47,393				67,738			88,814
Net income	$	121,229		$	120,284		$	132,480		$	147,876		$	155,036			$	241,513		$	301,636
Preferred dividends		(4,033	)		(4,034	)		(4,034	)		(4,034	)		(4,033	)			(8,067	)		(8,067	)
Net income applicable to common shares	$	117,196		$	116,250		$	128,446		$	143,842		$	151,003			$	233,446		$	293,569
EPS, diluted	$	0.37		$	0.40		$	0.44		$	0.49		$	0.52			$	0.77		$	1.01
Weighted Average Common Shares Outstanding
Basic		315,585			290,980			290,701			290,648			290,559				303,283			290,822
Diluted		316,461			292,207			292,029			291,717			291,266				304,207			291,870
Common shares outstanding (EOP)		318,969			293,330			292,655			292,586			292,597				318,969			292,597

End of Period Balance Sheet (unaudited)
($ in thousands)
	June 30,			March 31,			December 31,			September 30,			June 30,
		2024			2024			2023			2023			2023
Assets
Cash and due from banks	$	428,665		$	350,990		$	430,866		$	381,343		$	473,023
Money market and other interest-earning investments		804,381			588,509			744,192			1,282,087			724,863
Investments:
Treasury and government-sponsored agencies		2,207,004			2,243,754			2,453,950			2,515,249			2,309,285
Mortgage-backed securities		5,890,371			5,566,881			5,245,691			4,906,290			5,168,458
States and political subdivisions		1,678,597			1,672,061			1,693,819			1,705,200			1,760,725
Other securities		775,623			760,847			779,048			751,404			802,323
Total investments		10,551,595			10,243,543			10,172,508			9,878,143			10,040,791
Loans held-for-sale, at fair value		66,126			19,418			32,006			122,033			114,369
Loans:
Commercial		10,332,631			9,648,269			9,512,230			9,333,448			9,698,241
Commercial and agriculture real estate		16,016,958			14,653,958			14,140,629			13,916,221			13,450,209
Residential real estate		6,894,957			6,661,379			6,699,443			6,696,288			6,684,480
Consumer		2,905,967			2,659,713			2,639,625			2,631,877			2,599,543
Total loans		36,150,513			33,623,319			32,991,927			32,577,834			32,432,473
Allowance for credit losses on loans		(366,335	)		(319,713	)		(307,610	)		(303,982	)		(300,555	)
Premises and equipment, net		601,945			564,007			565,396			565,607			564,299
Goodwill and other intangible assets		2,306,204			2,095,511			2,100,966			2,106,835			2,112,875
Company-owned life insurance		862,032			767,423			767,902			774,517			771,753
Accrued interest receivable and other assets		1,714,519			1,601,911			1,591,683			1,675,031			1,562,864
Total assets	$	53,119,645		$	49,534,918		$	49,089,836		$	49,059,448		$	48,496,755
Liabilities and Equity
Noninterest-bearing demand deposits	$	9,336,042		$	9,257,709		$	9,664,247		$	10,091,352		$	10,532,838
Interest-bearing:
Checking and NOW accounts		7,680,865			7,236,667			7,331,487			7,495,417			7,654,202
Savings accounts		4,983,811			5,020,095			5,099,186			5,296,985			5,578,323
Money market accounts		10,485,491			10,234,113			9,561,116			8,793,218			7,200,288
Other time deposits		5,688,432			4,760,659			4,565,137			4,398,182			4,012,813
Total core deposits		38,174,641			36,509,243			36,221,173			36,075,154			34,978,464
Brokered deposits		1,824,587			1,190,175			1,014,007			1,177,522			1,252,851
Total deposits		39,999,228			37,699,418			37,235,180			37,252,676			36,231,315
Federal funds purchased and interbank borrowings		250,154			50,416			390			918			136,060
Securities sold under agreements to repurchase		240,713			274,493			285,206			279,061			311,447
Federal Home Loan Bank advances		4,744,560			4,193,039			4,280,681			4,412,576			4,771,183
Other borrowings		849,777			813,213			764,870			863,455			815,318
Total borrowed funds		6,085,204			5,331,161			5,331,147			5,556,010			6,034,008
Accrued expenses and other liabilities		960,141			908,931			960,609			1,011,225			939,337
Total liabilities		47,044,573			43,939,510			43,526,936			43,819,911			43,204,660
Preferred stock, common stock, surplus, and retained earnings		6,866,480			6,375,036			6,301,709			6,208,352			6,100,728
Accumulated other comprehensive income (loss), net of tax		(791,408	)		(779,628	)		(738,809	)		(968,815	)		(808,633	)
Total shareholders' equity		6,075,072			5,595,408			5,562,900			5,239,537			5,292,095
Total liabilities and shareholders' equity	$	53,119,645		$	49,534,918		$	49,089,836		$	49,059,448		$	48,496,755

Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
	Three Months Ended								Three Months Ended								Three Months Ended
	June 30, 2024								March 31, 2024								June 30, 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	$	814,944		$	11,311	5.58	%		$	757,244		$	9,985	5.30	%		$	724,601		$	8,966	4.96	%
Investments:
Treasury and government-sponsored agencies		2,208,935			21,531	3.90	%			2,362,477			23,266	3.94	%			2,222,269			19,355	3.48	%
Mortgage-backed securities		5,828,225			47,904	3.29	%			5,357,085			38,888	2.90	%			5,301,084			34,291	2.59	%
States and political subdivisions		1,686,994			14,290	3.39	%			1,680,175			13,976	3.33	%			1,768,897			14,396	3.26	%
Other securities		788,571			12,583	6.38	%			770,438			12,173	6.32	%			824,482			9,995	4.85	%
Total investments		10,512,725			96,308	3.66	%			10,170,175			88,303	3.47	%			10,116,732			78,037	3.09	%
Loans:2
Commercial		10,345,098			183,425	7.09	%			9,540,385			167,263	7.01	%			9,862,728			163,721	6.64	%
Commercial and agriculture real estate		15,870,809			260,407	6.56	%			14,368,370			230,086	6.41	%			13,164,390			199,287	6.06	%
Residential real estate loans		6,952,942			67,683	3.89	%			6,693,814			63,003	3.76	%			6,643,254			60,717	3.66	%
Consumer		2,910,331			50,869	7.03	%			2,645,091			43,594	6.63	%			2,585,493			39,999	6.21	%
Total loans		36,079,180			562,384	6.24	%			33,247,660			503,946	6.07	%			32,255,865			463,724	5.75	%
Total earning assets	$	47,406,849		$	670,003	5.66	%		$	44,175,079		$	602,234	5.46	%		$	43,097,198		$	550,727	5.11	%
Less: Allowance for credit losses on loans		(331,043	)							(313,470	)							(301,311	)
Non-earning Assets:
Cash and due from banks	$	430,256							$	362,676							$	418,972
Other assets		5,341,022								4,961,595								4,884,694
Total assets	$	52,847,084							$	49,185,880							$	48,099,553
Interest-Bearing Liabilities:
Checking and NOW accounts	$	8,189,454		$	34,398	1.69	%		$	7,141,201		$	25,252	1.42	%		$	7,881,863		$	24,358	1.24	%
Savings accounts		5,044,800			5,254	0.42	%			5,025,400			5,017	0.40	%			5,785,603			3,247	0.23	%
Money market accounts		10,728,156			102,560	3.84	%			9,917,572			94,213	3.82	%			6,084,963			35,358	2.33	%
Other time deposits		5,358,103			56,586	4.25	%			4,689,136			47,432	4.07	%			3,680,029			26,633	2.90	%
Total interest-bearing core deposits		29,320,513			198,798	2.73	%			26,773,309			171,914	2.58	%			23,432,458			89,596	1.53	%
Brokered deposits		1,244,237			17,008	5.50	%			1,047,140			13,525	5.19	%			948,397			11,378	4.81	%
Total interest-bearing deposits		30,564,750			215,806	2.84	%			27,820,449			185,439	2.68	%			24,380,855			100,974	1.66	%
Federal funds purchased and interbank borrowings		148,835			1,986	5.37	%			69,090			961	5.59	%			441,145			5,655	5.14	%
Securities sold under agreements to repurchase		249,939			639	1.03	%			296,236			917	1.25	%			340,178			900	1.06	%
Federal Home Loan Bank advances		4,473,978			44,643	4.01	%			4,386,492			41,167	3.77	%			5,283,728			45,088	3.42	%
Other borrowings		891,609			12,168	5.49	%			825,846			11,039	5.38	%			796,536			10,114	5.09	%
Total borrowed funds		5,764,361			59,436	4.15	%			5,577,664			54,084	3.90	%			6,861,587			61,757	3.61	%
Total interest-bearing liabilities	$	36,329,111		$	275,242	3.05	%		$	33,398,113		$	239,523	2.88	%		$	31,242,442		$	162,731	2.09	%
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits	$	9,558,675							$	9,258,136							$	10,741,646
Other liabilities		980,322								964,089								841,663
Shareholders' equity		5,978,976								5,565,542								5,273,802
Total liabilities and shareholders' equity	$	52,847,084							$	49,185,880							$	48,099,553
Net interest rate spread						2.61	%							2.58	%							3.02	%
Net interest margin (GAAP)						3.28	%							3.23	%							3.55	%
Net interest margin (FTE)3						3.33	%							3.28	%							3.60	%
FTE adjustment				$	6,340							$	6,253							$	5,825
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.

Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
			Six Months Ended								Six Months Ended
			June 30, 2024								June 30, 2023
			Average			Income1/		Yield/			Average			Income1/		Yield/
Earning Assets:			Balance			Expense		Rate			Balance			Expense		Rate
Money market and other interest-earning investments			$	786,094		$	21,296	5.45	%		$	611,903		$	12,064	3.98	%
Investments:
Treasury and government-sponsored agencies				2,285,706			44,797	3.92	%			2,209,916			35,886	3.25	%
Mortgage-backed securities				5,592,655			86,792	3.10	%			5,364,788			69,381	2.59	%
States and political subdivisions				1,683,585			28,266	3.36	%			1,788,498			29,086	3.25	%
Other securities				779,504			24,756	6.35	%			781,549			18,599	4.76	%
Total investments			$	10,341,450		$	184,611	3.57	%		$	10,144,751		$	152,952	3.02	%
Loans:2
Commercial				9,942,741			350,688	7.05	%			9,661,029			311,341	6.45	%
Commercial and agriculture real estate				15,119,590			490,493	6.49	%			12,910,787			378,762	5.87	%
Residential real estate loans				6,823,378			130,686	3.83	%			6,582,982			118,817	3.61	%
Consumer				2,777,711			94,463	6.84	%			2,611,295			78,106	6.03	%
Total loans				34,663,420			1,066,330	6.16	%			31,766,093			887,026	5.59	%
Total earning assets			$	45,790,964		$	1,272,237	5.56	%		$	42,522,747		$	1,052,042	4.95	%
Less: Allowance for credit losses on loans				(322,256	)							(302,844	)
Non-earning Assets:
Cash and due from banks			$	396,466							$	428,370
Other assets				5,151,308								4,895,843
Total assets			$	51,016,482							$	47,544,116
Interest-Bearing Liabilities:
Checking and NOW accounts			$	7,665,327		$	59,650	1.56	%		$	7,934,927		$	43,717	1.11	%
Savings accounts				5,035,100			10,271	0.41	%			5,983,407			5,477	0.18	%
Money market accounts				10,322,808			196,773	3.83	%			5,864,351			55,368	1.90	%
Other time deposits				5,023,620			104,018	4.16	%			3,370,668			41,922	2.51	%
Total interest-bearing core deposits				28,046,855			370,712	2.66	%			23,153,353			146,484	1.28	%
Brokered deposits				1,145,744			30,533	5.36	%			725,701			17,083	4.75	%
Total interest-bearing deposits				29,192,599			401,245	2.76	%			23,879,054			163,567	1.38	%
Federal funds purchased and interbank borrowings				108,962			2,947	5.44	%			430,278			10,494	4.92	%
Securities sold under agreements to repurchase				273,088			1,556	1.15	%			376,298			1,679	0.90	%
Federal Home Loan Bank advances				4,430,236			85,810	3.90	%			4,781,326			83,084	3.50	%
Other borrowings				858,727			23,207	5.43	%			788,921			18,068	4.62	%
Total borrowed funds				5,671,013			113,520	4.03	%			6,376,823			113,325	3.58	%
Total interest-bearing liabilities				34,863,612			514,765	2.97	%			30,255,877			276,892	1.85	%
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits			$	9,408,406							$	11,131,789
Other liabilities				972,205								936,158
Shareholders' equity				5,772,259								5,220,292
Total liabilities and shareholders' equity			$	51,016,482							$	47,544,116
Net interest rate spread								2.59	%							3.10	%
Net interest margin (GAAP)								3.25	%							3.59	%
Net interest margin (FTE)3								3.31	%							3.65	%
FTE adjustment						$	12,593							$	11,491
1 Interest income is reflected on a FTE.
2 Includes loans held-for-sale.
3 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

Asset Quality (EOP) (unaudited)
($ in thousands)
	Three Months Ended																Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,				June 30,			June 30,
		2024			2024			2023			2023			2023				2024			2023
Allowance for credit losses:
Beginning allowance for credit losses on loans	$	319,713		$	307,610		$	303,982		$	300,555		$	298,711			$	307,610		$	303,671
Allowance established for acquired PCD loans		23,922			—			—			—			—				23,922			—
Provision for credit losses on loans		36,745			23,853			13,329			23,115			11,936				60,598			23,405
Gross charge-offs		(17,041	)		(14,020	)		(13,202	)		(22,750	)		(14,331	)			(31,061	)		(32,511	)
Gross recoveries		2,996			2,270			3,501			3,062			4,239				5,266			5,990
NCOs		(14,045	)		(11,750	)		(9,701	)		(19,688	)		(10,092	)			(25,795	)		(26,521	)
Ending allowance for credit losses on loans	$	366,335		$	319,713		$	307,610		$	303,982		$	300,555			$	366,335		$	300,555
Beginning allowance for credit losses on unfunded commitments	$	26,264		$	31,226		$	32,960		$	37,007		$	34,156			$	31,226		$	32,188
Provision (release) for credit losses on unfunded commitments		(531	)		(4,962	)		(1,734	)		(4,047	)		2,851				(5,493	)		4,819
Ending allowance for credit losses on unfunded commitments	$	25,733		$	26,264		$	31,226		$	32,960		$	37,007			$	25,733		$	37,007
Allowance for credit losses	$	392,068		$	345,977		$	338,836		$	336,942		$	337,562			$	392,068		$	337,562
Provision for credit losses on loans	$	36,745		$	23,853		$	13,329		$	23,115		$	11,936			$	60,598		$	23,405
Provision (release) for credit losses on unfunded commitments		(531	)		(4,962	)		(1,734	)		(4,047	)		2,851				(5,493	)		4,819
Provision for credit losses	$	36,214		$	18,891		$	11,595		$	19,068		$	14,787			$	55,105		$	28,224
NCOs / average loans1		0.16	%		0.14	%		0.12	%		0.24	%		0.13	%			0.15	%		0.17	%
Average loans1	$	36,053,845		$	33,242,739		$	32,752,406		$	32,639,812		$	32,251,242			$	34,648,292		$	31,762,256
EOP loans1		36,150,513			33,623,319			32,991,927			32,577,834			32,432,473				36,150,513			32,432,473
ACL on loans / EOP loans1		1.01	%		0.95	%		0.93	%		0.93	%		0.93	%			1.01	%		0.93	%
ACL / EOP loans1		1.08	%		1.03	%		1.03	%		1.03	%		1.04	%			1.08	%		1.04	%
Underperforming Assets:
Loans 90 days and over (still accruing)	$	5,251		$	2,172		$	961		$	1,192		$	303			$	5,251		$	303
Nonaccrual loans		340,181			328,645			274,821			261,346			295,509				340,181			295,509
Foreclosed assets		8,290			9,344			9,434			9,761			9,824				8,290			9,824
Total underperforming assets	$	353,722		$	340,161		$	285,216		$	272,299		$	305,636			$	353,722		$	305,636
Classified and Criticized Assets:
Nonaccrual loans	$	340,181		$	328,645		$	274,821		$	261,346		$	295,509			$	340,181		$	295,509
Substandard loans (still accruing)		841,087			626,157			599,358			563,427			524,709				841,087			524,709
Loans 90 days and over (still accruing)		5,251			2,172			961			1,192			303				5,251			303
Total classified loans - "problem loans"		1,186,519			956,974			875,140			825,965			820,521				1,186,519			820,521
Other classified assets		60,772			54,392			48,930			48,998			40,942				60,772			40,942
Special Mention		967,655			827,419			843,920			775,526			614,547				967,655			614,547
Total classified and criticized assets	$	2,214,946		$	1,838,785		$	1,767,990		$	1,650,489		$	1,476,010			$	2,214,946		$	1,476,010
Loans 30-89 days past due (still accruing)	$	51,712		$	53,112		$	71,868		$	56,772		$	39,748			$	51,712		$	39,748
Nonaccrual loans / EOP loans1		0.94	%		0.98	%		0.83	%		0.80	%		0.91	%			0.94	%		0.91	%
ACL / nonaccrual loans		115	%		105	%		123	%		129	%		114	%			115	%		114	%
Under-performing assets/EOP loans1		0.98	%		1.01	%		0.86	%		0.84	%		0.94	%			0.98	%		0.94	%
Under-performing assets/EOP assets		0.67	%		0.69	%		0.58	%		0.56	%		0.63	%			0.67	%		0.63	%
30+ day delinquencies/EOP loans1		0.16	%		0.16	%		0.22	%		0.18	%		0.12	%			0.16	%		0.12	%
1 Excludes loans held-for-sale.

                

Non-GAAP Measures (unaudited)
($ and shares in thousands, except per share data)
	Three Months Ended																Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,				June 30,			June 30,
		2024			2024			2023			2023			2023				2024			2023
Earnings Per Share:
Net income applicable to common shares	$	117,196		$	116,250		$	128,446		$	143,842		$	151,003			$	233,446		$	293,569
Adjustments:
Merger-related charges		19,440			2,908			5,529			6,257			2,372				22,348			16,930
Tax effect1		(4,413	)		(710	)		(1,343	)		(1,042	)		(277	)			(5,123	)		(3,449	)
Merger-related charges, net		15,027			2,198			4,186			5,215			2,095				17,225			13,481
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			—
Debt securities (gains) losses		(2	)		16			825			241			(17	)			14			5,199
Tax effect1		1			(4	)		(200	)		(40	)		2				(3	)		(1,135	)
Debt securities (gains) losses, net		(1	)		12			625			201			(15	)			11			4,064
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				—			3,361
Tax effect1		—			—			—			—			(392	)			—			(392	)
Louisville expenses, net		—			—			—			—			2,969				—			2,969
Property optimization charges		—			—			—			—			242				—			1,559
Tax effect1		—			—			—			—			(28	)			—			(315	)
Property optimization charges, net		—			—			—			—			214				—			1,244
Total adjustments, net		26,862			14,541			6,196			5,416			5,263				41,403			21,758
Net income applicable to common shares, adjusted	$	144,058		$	130,791		$	134,642		$	149,258		$	156,266			$	274,849		$	315,327
Weighted average diluted common shares outstanding		316,461			292,207			292,029			291,717			291,266				304,207			291,870
EPS, diluted	$	0.37		$	0.40		$	0.44		$	0.49		$	0.52			$	0.77		$	1.01
Adjusted EPS, diluted	$	0.46		$	0.45		$	0.46		$	0.51		$	0.54			$	0.90		$	1.08
NIM:
Net interest income	$	388,421		$	356,458		$	364,408		$	375,086		$	382,171			$	744,879		$	763,659
Add: FTE adjustment2		6,340			6,253			6,100			5,837			5,825				12,593			11,491
Net interest income (FTE)	$	394,761		$	362,711		$	370,508		$	380,923		$	387,996			$	757,472		$	775,150
Average earning assets	$	47,406,849		$	44,175,079		$	43,701,283		$	43,617,456		$	43,097,198			$	45,790,964		$	42,522,747
NIM (GAAP)		3.28	%		3.23	%		3.34	%		3.44	%		3.55	%			3.25	%		3.59	%
NIM (FTE)		3.33	%		3.28	%		3.39	%		3.49	%		3.60	%			3.31	%		3.65	%
Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)
($ in thousands)
	Three Months Ended																Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,				June 30,			June 30,
		2024			2024			2023			2023			2023				2024			2023
PPNR:
Net interest income (FTE)2	$	394,761		$	362,711		$	370,508		$	380,923		$	387,996			$	757,472		$	775,150
Add: Noninterest income		87,271			77,522			100,094			80,938			81,629				164,793			152,310
Total revenue (FTE)		482,032			440,233			470,602			461,861			469,625				922,265			927,460
Less: Noninterest expense		(282,999	)		(262,317	)		(284,235	)		(244,776	)		(246,584	)			(545,316	)		(497,295	)
PPNR	$	199,033		$	177,916		$	186,367		$	217,085		$	223,041			$	376,949		$	430,165
Adjustments:
Gain on sale of Visa Class B restricted shares	$	—		$	—		$	(21,635	)	$	—		$	—			$	—		$	—
Debt securities (gains) losses		(2	)		16			825			241			(17	)			14			5,199
Noninterest income adjustments		(2	)		16			(20,810	)		241			(17	)			14			5,199
Adjusted noninterest income		87,269			77,538			79,284			81,179			81,612				164,807			157,509
Adjusted revenue	$	482,030		$	440,249		$	449,792		$	462,102		$	469,608			$	922,279		$	932,659
Adjustments:
Merger-related charges	$	19,440		$	2,908		$	5,529		$	6,257		$	2,372			$	22,348		$	16,930
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				—			3,361
Property optimization charges		—			—			—			—			242				—			1,559
Noninterest expense adjustments		19,440			19,220			28,994			6,257			5,975				38,660			21,850
Adjusted total noninterest expense		(263,559	)		(243,097	)		(255,241	)		(238,519	)		(240,609	)			(506,656	)		(475,445	)
Adjusted PPNR	$	218,471		$	197,152		$	194,551		$	223,583		$	228,999			$	415,623		$	457,214
Efficiency Ratio:
Noninterest expense	$	282,999		$	262,317		$	284,235		$	244,776		$	246,584			$	545,316		$	497,295
Less: Amortization of intangibles		(7,425	)		(5,455	)		(5,869	)		(6,040	)		(6,060	)			(12,880	)		(12,246	)
Noninterest expense, excl. amortization of intangibles		275,574			256,862			278,366			238,736			240,524				532,436			485,049
Less: Amortization of tax credit investments		(2,747	)		(2,749	)		(7,200	)		(2,644	)		(2,762	)			(5,496	)		(5,523	)
Less: Noninterest expense adjustments		(19,440	)		(19,220	)		(28,994	)		(6,257	)		(5,975	)			(38,660	)		(21,850	)
Adjusted noninterest expense, excluding amortization	$	253,387		$	234,893		$	242,172		$	229,835		$	231,787			$	488,280		$	457,676
Total revenue (FTE)2	$	482,032		$	440,233		$	470,602		$	461,861		$	469,625			$	922,265		$	927,460
Less: Debt securities (gains) losses		(2	)		16			825			241			(17	)			14			5,199
Total revenue excl. debt securities (gains) losses		482,030			440,249			471,427			462,102			469,608				922,279			932,659
Less: Gain on sale of Visa Class B restricted shares		—			—			(21,635	)		—			—				—			—
Total adjusted revenue	$	482,030		$	440,249		$	449,792		$	462,102		$	469,608			$	922,279		$	932,659
Efficiency Ratio		57.2	%		58.3	%		59.0	%		51.7	%		51.2	%			57.7	%		52.0	%
Adjusted Efficiency Ratio		52.6	%		53.4	%		53.8	%		49.7	%		49.4	%			52.9	%		49.1	%
Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)
($ in thousands)
	Three Months Ended																Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,				June 30,			June 30,
		2024			2024			2023			2023			2023				2024			2023
ROAE and ROATCE:
Net income applicable to common shares	$	117,196		$	116,250		$	128,446		$	143,842		$	151,003			$	233,446		$	293,569
Amortization of intangibles		7,425			5,455			5,869			6,040			6,060				12,880			12,246
Tax effect1		(1,856	)		(1,364	)		(1,467	)		(1,510	)		(1,515	)			(3,220	)		(3,062	)
Amortization of intangibles, net		5,569			4,091			4,402			4,530			4,545				9,660			9,184
Net income applicable to common shares, excluding intangibles amortization		122,765			120,341			132,848			148,372			155,548				243,106			302,753
Total adjustments, net (see pg.12)		26,862			14,541			6,196			5,416			5,263				41,403			21,758
Adjusted net income applicable to common shares, excluding intangibles amortization	$	149,627		$	134,882		$	139,044		$	153,788		$	160,811			$	284,509		$	324,511
Average shareholders' equity	$	5,978,976		$	5,565,542		$	5,281,487		$	5,294,072		$	5,273,802			$	5,772,259		$	5,220,292
Less: Average preferred equity		(243,719	)		(243,719	)		(243,719	)		(243,719	)		(243,719	)			(243,719	)		(243,719	)
Average shareholders' common equity	$	5,735,257		$	5,321,823		$	5,037,768		$	5,050,353		$	5,030,083			$	5,528,540		$	4,976,573
Average goodwill and other intangible assets		(2,245,405	)		(2,098,338	)		(2,103,935	)		(2,109,944	)		(2,115,894	)			(2,171,872	)		(2,119,008	)
Average tangible shareholder's common equity	$	3,489,852		$	3,223,485		$	2,933,833		$	2,940,409		$	2,914,189			$	3,356,668		$	2,857,565
ROAE		8.2	%		8.7	%		10.2	%		11.4	%		12.0	%			8.4	%		11.8	%
ROAE, adjusted		10.0	%		9.8	%		10.7	%		11.8	%		12.4	%			9.9	%		12.7	%
ROATCE		14.1	%		14.9	%		18.1	%		20.2	%		21.4	%			14.5	%		21.2	%
ROATCE, adjusted		17.2	%		16.7	%		19.0	%		20.9	%		22.1	%			17.0	%		22.7	%
Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)
($ in thousands)
	As of
	June 30,			March 31,			December 31,			September 30,			June 30,
		2024			2024			2023			2023			2023
Tangible Common Equity:
Shareholders' equity	$	6,075,072		$	5,595,408		$	5,562,900		$	5,239,537		$	5,292,095
Less: Preferred equity		(243,719	)		(243,719	)		(243,719	)		(243,719	)		(243,719	)
Shareholders' common equity	$	5,831,353		$	5,351,689		$	5,319,181		$	4,995,818		$	5,048,376
Less: Goodwill and other intangible assets		(2,306,204	)		(2,095,511	)		(2,100,966	)		(2,106,835	)		(2,112,875	)
Tangible shareholders' common equity	$	3,525,149		$	3,256,178		$	3,218,215		$	2,888,983		$	2,935,501
Total assets	$	53,119,645		$	49,534,918		$	49,089,836		$	49,059,448		$	48,496,755
Less: Goodwill and other intangible assets		(2,306,204	)		(2,095,511	)		(2,100,966	)		(2,106,835	)		(2,112,875	)
Tangible assets	$	50,813,441		$	47,439,407		$	46,988,870		$	46,952,613		$	46,383,880
Risk-weighted assets3	$	40,627,117		$	37,845,139		$	37,407,347		$	37,501,646		$	37,414,177
Tangible common equity to tangible assets		6.94	%		6.86	%		6.85	%		6.15	%		6.33	%
Tangible common equity to risk-weighted assets3		8.68	%		8.60	%		8.60	%		7.70	%		7.85	%
Tangible Common Book Value:
Common shares outstanding		318,969			293,330			292,655			292,586			292,597
Tangible common book value	$	11.05		$	11.10		$	11.00		$	9.87		$	10.03
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 June 30, 2024 figures are preliminary.