ONB Old National Bancorp

EVANSVILLE, Ind., Jan. 21, 2025 (GLOBE NEWSWIRE) --

Old National Bancorp (NASDAQ: ONB) reports 4Q24 net income applicable to common shares of $149.8 million, diluted EPS of $0.47; $156.0 million and $0.49 on an adjusted1 basis, respectively. Full-year net income applicable to common shares of $523.1 million, diluted EPS of $1.68; $578.1 million and $1.86 on an adjusted1 basis, respectively.

CEO COMMENTARY:

"Old National's successful 4th quarter was driven by continued growth in our peer-leading deposit franchise, disciplined expense and credit management, and solid net interest income and margin performance," said Chairman and CEO Jim Ryan. "These excellent results punctuate a strong year of earnings that included nearly 10% growth in total deposits, 10% total loan growth, and 8% growth in tangible book value."

FOURTH QUARTER HIGHLIGHTS²: 

Net Income	•	Net income applicable to common shares of $149.8 million; adjusted net income applicable to common shares1 of $156.0 million
	•	Earnings per diluted common share ("EPS") of $0.47; adjusted EPS1 of $0.49
Net Interest Income/NIM	•	Net interest income on a fully taxable equivalent basis1 of $400.0 million
	•	Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.30%, down 2 basis points ("bps")
Operating Performance	•	Pre-provision net revenue1 ("PPNR") of $218.9 million; adjusted PPNR1 of $227.1 million
	•	Noninterest expense of $276.8 million; adjusted noninterest expense1 of $268.7 million
	•	Efficiency ratio1 of 54.4%; adjusted efficiency ratio1 of 51.8%
Deposits and Funding	•	Period-end total deposits of $40.8 billion, consistent with September 30, 2024; core deposits up 1.9% annualized
	•	Granular low-cost deposit franchise; total deposit costs of 208 bps, down 17 bps
Loans and Credit Quality	•	End-of-period total loans3 of $36.3 billion, down 1.6% annualized
	•	Provision for credit losses4 ("provision") of $27.0 million
	•	Net charge-offs of $18.7 million, or 21 bps of average loans; 17 bps excluding purchased credit deteriorated ("PCD") loans that had an allowance at acquisition
	•	30+ day delinquencies of 0.27% and nonaccrual loans of 1.23% of total loans
Return Profile & Capital	•	Return on average tangible common equity1 ("ROATCE") of 16.4%; adjusted ROATCE1 of 17.0%
	•	Preliminary regulatory Tier 1 common equity to risk-weighted assets of 11.38%, up 38 bps
Notable Items	•	$8.1 million of pre-tax merger-related charges
	•	Announced pending partnership with Bremer Financial Corporation ("Bremer")

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 fourth quarter 2024 net income applicable to common shares of $149.8 million, or $0.47 per diluted common share.

Included in fourth quarter results were pre-tax charges of $8.1 million primarily related to the April 1, 2024 partnership with CapStar Financial Holdings, Inc. ("CapStar") and the recently announced partnership with Bremer. Excluding these transactions and realized debt securities losses from the current quarter, adjusted net income¹ was $156.0 million, or $0.49 per diluted common share.

DEPOSITS AND FUNDING
Growth in core deposits driven by increases in private banking and community deposits, partly offset by normal seasonal patterns in public funds.

• Period-end total deposits were $40.8 billion, consistent with September 30, 2024; core deposits up 1.9% annualized.
• On average, total deposits for the fourth quarter were $41.1 billion, up 5.3% annualized.
• Granular low-cost deposit franchise; total deposit costs of 208 bps, down 17 bps.
• A loan to deposit ratio of 89%, combined with existing funding sources, provides strong liquidity.

LOANS
Strong commercial loan production offset by approximately $600 million of outsized payoff activity and lower line utilization.

• Period-end total loans³ were $36.3 billion, down 1.6% annualized.
• Total commercial loan production in the fourth quarter was $1.5 billion; period-end commercial pipeline totaled $2.7 billion.
• Average total loans in the fourth quarter were $36.4 billion, an increase of $111.1 million, or 1.2% annualized.

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

• Provision⁴ expense was $27.0 million compared to $28.5 million.
• Net charge-offs were $18.7 million, or 21 bps of average loans compared to 19 bps.
  • Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 17 bps compared to 16 bps.
• 30+ day delinquencies as a percentage of loans were 0.27% compared to 0.26%.
• Nonaccrual loans as a percentage of total loans were 1.23% compared to 1.22%.
• Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. The remaining discount on these acquired loans was $159.8 million.
• The allowance for credit losses, including the allowance for credit losses on unfunded commitments, stood at $414.2 million, or 1.14% of total loans, compared to $405.9 million, or 1.12% of total loans.

NET INTEREST INCOME AND MARGIN
Higher net interest income and modestly lower margin reflective of higher accretion and the rate environment.

• Net interest income on a fully taxable equivalent basis¹ increased to $400.0 million compared to $397.9 million, driven by higher accretion and lower funding costs, partly offset by earning asset mix.
• Net interest margin on a fully taxable equivalent basis¹ modestly decreased 2 bps to 3.30%.
• Accretion income on loans and borrowings was $18.5 million, or 15 bps of net interest margin¹, compared to $15.6 million, or 13 bps of net interest margin¹.
• Cost of total deposits was 2.08%, decreasing 17 bps and the cost of total interest-bearing deposits decreased 22 bps to 2.71%.

NONINTEREST INCOME
Increase driven by higher wealth fees and other income, partly offset by lower capital markets and mortgage fees.

• Total noninterest income was $95.8 million compared to $94.1 million.
• Noninterest income was up 1.7% driven by higher wealth fees and other income impacted by $8 million of discrete items, partly offset by lower capital markets and mortgage fees.

NONINTEREST EXPENSE
Disciplined expense management.

• Noninterest expense was $276.8 million and included $8.1 million of merger-related charges.
  • Excluding merger-related charges and $2.6 million of pre-tax separation expense⁵ in the third quarter of 2024, adjusted noninterest expense¹ was $268.7 million, compared to $262.8 million; increase driven by $5 million in higher performance-driven incentive accruals and $1.2 million in higher tax credit amortization.
• The efficiency ratio¹ was 54.4%, while the adjusted efficiency ratio¹ was 51.8% compared to 53.8% and 51.2%, respectively.

INCOME TAXES

• Income tax expense was $32.2 million, resulting in an effective tax rate of 17.3% compared to 22.3%. On an adjusted fully taxable equivalent ("FTE") basis, the effective tax rate was 19.8% compared to 24.8%.
  • Lower effective tax rate driven by $5.9 million for the resolution of tax matters and $1.2 million in higher tax credit benefits.
• Income tax expense included $5.2 million of tax credit benefit compared to $4.0 million.

CAPITAL
Capital ratios remain strong.

• Preliminary total risk-based capital up 43 bps to 13.37% and preliminary regulatory Tier 1 capital up 38 bps to 11.98%, as strong retained earnings drive capital.
• Tangible common equity to tangible assets was 7.41% compared to 7.44%.

MARK SANDER TO RETIRE AS PRESIDENT AND COO
Old National Bancorp President and Chief Operating Officer Mark G. Sander will retire on June 30, 2025, after a distinguished and highly successful career in banking that began in 1980. Prior to the completion of the Old National Bancorp and First Midwest Bancorp partnership in 2022, Mr. Sander served as President, COO, and a Director at First Midwest Bancorp.

Before joining First Midwest in 2011, Mr. Sander held the position of Executive Vice President and head of Commercial Banking at Associated Banc-Corp. He has also previously held leadership roles at Bank of America and LaSalle Bank.

"It has been my privilege to work alongside Mark Sander over the past several years," said Old National Chairman and CEO Jim Ryan. "Thanks to Mark’s strong and steady leadership, Old National is now one of the premier banks in the nation. On behalf of all of us at Old National, I want to thank him for embodying our organizational values of collaboration, inclusion, and integrity every day."

LEAD INDEPENDENT DIRECTOR TRANSITION
Daniel S. Hermann, founding partner of Lechwe Holdings LLC, founder of AmeriQual Group, LLC, and former President and CEO of Black Beauty Coal Co., has been appointed Lead Independent Director of Old National Bancorp. Mr. Hermann has been a member of the Old National Bancorp board since 2020.

Mr. Hermann succeeds Becky Skillman, former Indiana Lt. Governor and former President and CEO of Radius Indiana, who has served as Lead Independent Director since 2016. Ms. Skillman will continue her service as a member of the Old National Bancorp board, a position she has held since 2013.

"On behalf of Old National’s Executive Leadership Team and Board of Directors, I want to thank Becky Skillman for her passionate leadership and invaluable guidance as our Lead Independent Director," said Old National Chairman and CEO Jim Ryan. "I also want to emphasize how grateful we are to have a leader of Dan Hermann’s character, stature, and experience to build upon the significant contributions that Becky has made in this critical role."

CONFERENCE CALL AND WEBCAST
Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Tuesday, January 21, 2025, to review fourth quarter and full-year 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 9682197. A replay of the call will also be available from approximately noon Central Time on January 21, 2025 through February 4, 2025. To access the replay, dial U.S. (800) 770-2030 or International (647) 362-9199; Access code 9682197.

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 $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, 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," "guidance," "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 failure to obtain necessary regulatory approvals for the merger (the “Merger”) between Old National and Bremer (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) and the possibility that the Merger does not close when expected or at all because required regulatory approvals, the approval by Bremer’s shareholders, or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Old National and Bremer; the expected cost savings, synergies and other financial benefits from the Merger 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 impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; risks relating to the potential dilutive effect of shares of Old National’s common stock to be issued in the Merger; the potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses, the success of revenue-generating and cost reduction initiatives and the diversion of management’s attention from ongoing business operations and opportunities; 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: Rick Vach		Investors: Lynell Durchholz
(904) 535-9489		(812) 464-1366
Rick.Vach@oldnational.com		Lynell.Durchholz@oldnational.com

Financial Highlights (unaudited)
($ and shares in thousands, except per share data)
	Three Months Ended																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2024			2024			2024			2024			2023				2024			2023
Income Statement
Net interest income	$	394,180		$	391,724		$	388,421		$	356,458		$	364,408			$	1,530,783		$	1,503,153
FTE adjustment1,3		5,777			6,144			6,340			6,253			6,100				24,514			23,428
Net interest income - tax equivalent basis3		399,957			397,868			394,761			362,711			370,508				1,555,297			1,526,581
Provision for credit losses		27,017			28,497			36,214			18,891			11,595				110,619			58,887
Noninterest income		95,766			94,138			87,271			77,522			100,094				354,697			333,342
Noninterest expense		276,824			272,283			282,999			262,317			284,235				1,094,423			1,026,306
Net income available to common shareholders	$	149,839		$	139,768		$	117,196		$	116,250		$	128,446			$	523,053		$	565,857
Per Common Share Data
Weighted average diluted shares		318,803			317,331			316,461			292,207			292,029				311,001			291,855
EPS, diluted	$	0.47		$	0.44		$	0.37		$	0.40		$	0.44			$	1.68		$	1.94
Cash dividends		0.14			0.14			0.14			0.14			0.14				0.56			0.56
Dividend payout ratio2		30	%		32	%		38	%		35	%		32	%			33	%		29	%
Book value	$	19.11		$	19.20		$	18.28		$	18.24		$	18.18			$	19.11		$	18.18
Stock price		21.71			18.66			17.19			17.41			16.89				21.71			16.89
Tangible book value3		11.91			11.97			11.05			11.10			11.00				11.91			11.00
Performance Ratios
ROAA		1.14	%		1.08	%		0.92	%		0.98	%		1.09	%			1.03	%		1.21	%
ROAE		9.8	%		9.4	%		8.2	%		8.7	%		10.2	%			9.1	%		11.3	%
ROATCE3		16.4	%		16.0	%		14.1	%		14.9	%		18.1	%			15.4	%		20.2	%
NIM (FTE)3		3.30	%		3.32	%		3.33	%		3.28	%		3.39	%			3.31	%		3.54	%
Efficiency ratio3		54.4	%		53.8	%		57.2	%		58.3	%		59.0	%			55.9	%		53.7	%
NCOs to average loans		0.21	%		0.19	%		0.16	%		0.14	%		0.12	%			0.17	%		0.17	%
ACL on loans to EOP loans		1.08	%		1.05	%		1.01	%		0.95	%		0.93	%			1.08	%		0.93	%
ACL4 to EOP loans		1.14	%		1.12	%		1.08	%		1.03	%		1.03	%			1.14	%		1.03	%
NPLs to EOP loans		1.23	%		1.22	%		0.94	%		0.98	%		0.83	%			1.23	%		0.83	%
Balance Sheet (EOP)
Total loans	$	36,285,887		$	36,400,643		$	36,150,513		$	33,623,319		$	32,991,927			$	36,285,887		$	32,991,927
Total assets		53,552,272			53,602,293			53,119,645			49,534,918			49,089,836				53,552,272			49,089,836
Total deposits		40,823,560			40,845,746			39,999,228			37,699,418			37,235,180				40,823,560			37,235,180
Total borrowed funds		5,411,537			5,449,096			6,085,204			5,331,161			5,331,147				5,411,537			5,331,147
Total shareholders' equity		6,340,350			6,367,298			6,075,072			5,595,408			5,562,900				6,340,350			5,562,900
Capital Ratios3
Risk-based capital ratios (EOP):
Tier 1 common equity		11.38	%		11.00	%		10.73	%		10.76	%		10.70	%			11.38	%		10.70	%
Tier 1 capital		11.98	%		11.60	%		11.33	%		11.40	%		11.35	%			11.98	%		11.35	%
Total capital		13.37	%		12.94	%		12.71	%		12.74	%		12.64	%			13.37	%		12.64	%
Leverage ratio (average assets)		9.21	%		9.05	%		8.90	%		8.96	%		8.83	%			9.21	%		8.83	%
Equity to assets (averages)		11.78	%		11.60	%		11.31	%		11.32	%		10.81	%			11.51	%		10.91	%
TCE to TA		7.41	%		7.44	%		6.94	%		6.86	%		6.85	%			7.41	%		6.85	%
Nonfinancial Data
Full-time equivalent employees		4,066			4,105			4,267			3,955			3,940				4,066			3,940
Banking centers		280			280			280			258			258				280			258
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. December 31, 2024 capital ratios are preliminary.
4 Includes the allowance for credit losses on loans and unfunded loan commitments.
FTE - Fully taxable equivalent basis  ROAA - Return on average assets  ROAE - Return on average equity  ROATCE - Return on average tangible common equity
NCOs - Net Charge-offs  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																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2024			2024			2024			2024			2023				2024			2023
Interest income	$	662,082		$	679,925		$	663,663		$	595,981		$	589,751			$	2,601,651		$	2,206,821
Less: interest expense		267,902			288,201			275,242			239,523			225,343				1,070,868			703,668
Net interest income		394,180			391,724			388,421			356,458			364,408				1,530,783			1,503,153
Provision for credit losses		27,017			28,497			36,214			18,891			11,595				110,619			58,887
Net interest income after provision for credit losses		367,163			363,227			352,207			337,567			352,813				1,420,164			1,444,266
Wealth and investment services fees		30,012			29,117			29,358			28,304			27,656				116,791			107,784
Service charges on deposit accounts		20,577			20,350			19,350			17,898			18,667				78,175			71,945
Debit card and ATM fees		10,991			11,362			10,993			10,054			10,700				43,400			42,153
Mortgage banking revenue		7,026			7,669			7,064			4,478			3,691				26,237			16,319
Capital markets income		5,244			7,426			4,729			2,900			5,416				20,299			24,419
Company-owned life insurance		6,499			5,315			5,739			3,434			3,773				20,987			15,397
Gain on sale of Visa Class B restricted shares		—			—			—			—			21,635				—			21,635
Other income		15,539			12,975			10,036			10,470			9,381				49,020			39,955
Debt securities gains (losses), net		(122	)		(76	)		2			(16	)		(825	)			(212	)		(6,265	)
Total noninterest income		95,766			94,138			87,271			77,522			100,094				354,697			333,342
Salaries and employee benefits		146,605			147,494			159,193			149,803			141,649				603,095			546,364
Occupancy		29,733			27,130			26,547			27,019			26,514				110,429			106,676
Equipment		9,325			9,888			8,704			8,671			8,769				36,588			32,163
Marketing		12,653			11,036			11,284			10,634			10,813				45,607			39,511
Technology		21,429			23,343			24,002			20,023			20,493				88,797			80,343
Communication		4,176			4,681			4,480			4,000			4,212				17,337			16,980
Professional fees		11,055			7,278			10,552			6,406			8,250				35,291			27,335
FDIC assessment		11,970			11,722			9,676			11,313			27,702				44,681			56,730
Amortization of intangibles		7,237			7,411			7,425			5,455			5,869				27,528			24,155
Amortization of tax credit investments		4,556			3,277			2,747			2,749			7,200				13,329			15,367
Other expense		18,085			19,023			18,389			16,244			22,764				71,741			80,682
Total noninterest expense		276,824			272,283			282,999			262,317			284,235				1,094,423			1,026,306
Income before income taxes		186,105			185,082			156,479			152,772			168,672				680,438			751,302
Income tax expense		32,232			41,280			35,250			32,488			36,192				141,250			169,310
Net income	$	153,873		$	143,802		$	121,229		$	120,284		$	132,480			$	539,188		$	581,992
Preferred dividends		(4,034	)		(4,034	)		(4,033	)		(4,034	)		(4,034	)			(16,135	)		(16,135	)
Net income applicable to common shares	$	149,839		$	139,768		$	117,196		$	116,250		$	128,446			$	523,053		$	565,857
EPS, diluted	$	0.47		$	0.44		$	0.37		$	0.40		$	0.44			$	1.68		$	1.94
Weighted Average Common Shares Outstanding
Basic		315,673			315,622			315,585			290,980			290,701				309,499			290,748
Diluted		318,803			317,331			316,461			292,207			292,029				311,001			291,855
Common shares outstanding (EOP)		318,980			318,955			318,969			293,330			292,655				318,980			292,655

End of Period Balance Sheet (unaudited)
($ in thousands)
	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
Assets
Cash and due from banks	$	394,450		$	498,120		$	428,665		$	350,990		$	430,866
Money market and other interest-earning investments		833,518			693,450			804,381			588,509			744,192
Investments:
Treasury and government-sponsored agencies		2,289,903			2,335,716			2,207,004			2,243,754			2,453,950
Mortgage-backed securities		6,175,103			6,085,826			5,890,371			5,566,881			5,245,691
States and political subdivisions		1,637,379			1,665,128			1,678,597			1,672,061			1,693,819
Other securities		781,656			783,079			775,623			760,847			779,048
Total investments		10,884,041			10,869,749			10,551,595			10,243,543			10,172,508
Loans held-for-sale, at fair value		34,483			62,376			66,126			19,418			32,006
Loans:
Commercial		10,288,560			10,408,095			10,332,631			9,648,269			9,512,230
Commercial and agriculture real estate		16,307,486			16,356,216			16,016,958			14,653,958			14,140,629
Residential real estate		6,797,586			6,757,896			6,894,957			6,661,379			6,699,443
Consumer		2,892,255			2,878,436			2,905,967			2,659,713			2,639,625
Total loans		36,285,887			36,400,643			36,150,513			33,623,319			32,991,927
Allowance for credit losses on loans		(392,522	)		(380,840	)		(366,335	)		(319,713	)		(307,610	)
Premises and equipment, net		588,970			599,528			601,945			564,007			565,396
Goodwill and other intangible assets		2,296,098			2,305,084			2,306,204			2,095,511			2,100,966
Company-owned life insurance		859,851			863,723			862,032			767,423			767,902
Accrued interest receivable and other assets		1,767,496			1,690,460			1,714,519			1,601,911			1,591,683
Total assets	$	53,552,272		$	53,602,293		$	53,119,645		$	49,534,918		$	49,089,836
Liabilities and Equity
Noninterest-bearing demand deposits	$	9,399,019		$	9,429,285		$	9,336,042		$	9,257,709		$	9,664,247
Interest-bearing:
Checking and NOW accounts		7,538,987			7,314,245			7,680,865			7,236,667			7,331,487
Savings accounts		4,753,279			4,781,447			4,983,811			5,020,095			5,099,186
Money market accounts		11,807,228			11,601,461			10,485,491			10,234,113			9,561,116
Other time deposits		5,819,970			6,010,070			5,688,432			4,760,659			4,565,137
Total core deposits		39,318,483			39,136,508			38,174,641			36,509,243			36,221,173
Brokered deposits		1,505,077			1,709,238			1,824,587			1,190,175			1,014,007
Total deposits		40,823,560			40,845,746			39,999,228			37,699,418			37,235,180
Federal funds purchased and interbank borrowings		385			135,263			250,154			50,416			390
Securities sold under agreements to repurchase		268,975			244,626			240,713			274,493			285,206
Federal Home Loan Bank advances		4,452,559			4,471,153			4,744,560			4,193,039			4,280,681
Other borrowings		689,618			598,054			849,777			813,213			764,870
Total borrowed funds		5,411,537			5,449,096			6,085,204			5,331,161			5,331,147
Accrued expenses and other liabilities		976,825			940,153			960,141			908,931			960,609
Total liabilities		47,211,922			47,234,995			47,044,573			43,939,510			43,526,936
Preferred stock, common stock, surplus, and retained earnings		7,086,393			6,971,054			6,866,480			6,375,036			6,301,709
Accumulated other comprehensive income (loss), net of tax		(746,043	)		(603,756	)		(791,408	)		(779,628	)		(738,809	)
Total shareholders' equity		6,340,350			6,367,298			6,075,072			5,595,408			5,562,900
Total liabilities and shareholders' equity	$	53,552,272		$	53,602,293		$	53,119,645		$	49,534,918		$	49,089,836

Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
		Three Months Ended								Three Months Ended								Three Months Ended
		December 31, 2024								September 30, 2024								December 31, 2023
		Average			Income1/		Yield/			Average			Income1/		Yield/			Average			Income1/		Yield/
Earning Assets:		Balance			Expense		Rate			Balance			Expense		Rate			Balance			Expense		Rate
Money market and other interest-earning investments		$	1,072,509		$	12,843	4.76	%		$	904,176		$	11,696	5.15	%		$	1,094,196		$	14,425	5.23	%
Investments:
Treasury and government-sponsored agencies			2,325,120			20,841	3.59	%			2,255,629			21,851	3.87	%			2,490,793			25,848	4.15	%
Mortgage-backed securities			6,149,775			50,416	3.28	%			5,977,058			48,425	3.24	%			4,913,151			34,209	2.79	%
States and political subdivisions			1,654,591			13,698	3.31	%			1,668,454			14,042	3.37	%			1,686,119			14,541	3.45	%
Other securities			783,708			10,518	5.37	%			785,107			12,547	6.39	%			749,697			10,440	5.57	%
Total investments			10,913,194			95,473	3.50	%			10,686,248			96,865	3.63	%			9,839,760			85,038	3.46	%
Loans:2
Commercial			10,401,056			176,996	6.81	%			10,373,340			183,878	7.09	%			9,351,344			163,921	7.01	%
Commercial and agriculture real estate			16,326,802			263,062	6.44	%			16,216,842			274,832	6.78	%			14,074,908			226,716	6.44	%
Residential real estate loans			6,814,829			68,346	4.01	%			6,833,597			67,084	3.93	%			6,706,425			62,054	3.70	%
Consumer			2,883,413			51,139	7.06	%			2,891,260			51,714	7.12	%			2,634,650			43,697	6.58	%
Total loans			36,426,100			559,543	6.14	%			36,315,039			577,508	6.36	%			32,767,327			496,388	6.06	%
Total earning assets		$	48,411,803		$	667,859	5.52	%		$	47,905,463		$	686,069	5.73	%		$	43,701,283		$	595,851	5.45	%
Less: Allowance for credit losses on loans			(382,799	)							(366,667	)							(304,195	)
Non-earning Assets:
Cash and due from banks		$	370,932							$	413,583							$	415,266
Other assets			5,402,359								5,394,032								5,027,892
Total assets		$	53,802,295							$	53,346,411							$	48,840,246
Interest-Bearing Liabilities:
Checking and NOW accounts		$	7,338,532		$	23,747	1.29	%		$	7,551,264		$	29,344	1.55	%		$	7,280,268		$	25,015	1.36	%
Savings accounts			4,750,387			4,467	0.37	%			4,860,161			5,184	0.42	%			5,184,712			5,196	0.40	%
Money market accounts			11,900,305			103,818	3.47	%			11,064,433			106,148	3.82	%			9,244,117			85,717	3.68	%
Other time deposits			5,985,911			61,679	4.10	%			5,928,241			64,435	4.32	%			4,516,432			44,396	3.90	%
Total interest-bearing core deposits			29,975,135			193,711	2.57	%			29,404,099			205,111	2.78	%			26,225,529			160,324	2.43	%
Brokered deposits			1,662,698			21,579	5.16	%			1,829,218			24,616	5.35	%			1,012,647			13,041	5.11	%
Total interest-bearing deposits			31,637,833			215,290	2.71	%			31,233,317			229,727	2.93	%			27,238,176			173,365	2.53	%
Federal funds purchased and interbank borrowings			433			23	21.13	%			14,549			292	7.98	%			620			8	5.12	%
Securities sold under agreements to repurchase			249,133			584	0.93	%			239,524			612	1.02	%			277,927			910	1.30	%
Federal Home Loan Bank advances			4,461,733			43,788	3.90	%			4,572,046			47,719	4.15	%			4,182,877			38,394	3.64	%
Other borrowings			669,580			8,217	4.88	%			754,544			9,851	5.19	%			869,644			12,666	5.78	%
Total borrowed funds			5,380,879			52,612	3.89	%			5,580,663			58,474	4.17	%			5,331,068			51,978	3.87	%
Total interest-bearing liabilities		$	37,018,712		$	267,902	2.88	%		$	36,813,980		$	288,201	3.11	%		$	32,569,244		$	225,343	2.74	%
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits		$	9,509,446							$	9,371,698							$	9,949,616
Other liabilities			935,184								970,662								1,039,899
Shareholders' equity			6,338,953								6,190,071								5,281,487
Total liabilities and shareholders' equity		$	53,802,295							$	53,346,411							$	48,840,246
Net interest rate spread							2.64	%							2.62	%							2.71	%
Net interest margin (GAAP)							3.26	%							3.27	%							3.34	%
Net interest margin (FTE)3							3.30	%							3.32	%							3.39	%
FTE adjustment					$	5,777							$	6,144							$	6,100
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.

Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
		Twelve Months Ended								Twelve Months Ended
		December 31, 2024								December 31, 2023
		Average			Income1/		Yield/			Average			Income1/		Yield/
Earning Assets:		Balance			Expense		Rate			Balance			Expense		Rate
Money market and other interest-earning investments		$	887,771		$	45,835	5.16	%		$	826,453		$	39,683	4.80	%
Investments:
Treasury and government-sponsored agencies			2,288,053			87,489	3.82	%			2,322,792			84,771	3.65	%
Mortgage-backed securities			5,829,322			185,633	3.18	%			5,178,940			136,827	2.64	%
States and political subdivisions			1,672,493			56,006	3.35	%			1,749,722			57,847	3.31	%
Other securities			781,969			47,821	6.12	%			776,456			39,166	5.04	%
Total investments		$	10,571,837		$	376,949	3.57	%		$	10,027,910		$	318,611	3.18	%
Loans:2
Commercial			10,166,184			711,562	7.00	%			9,570,639			639,131	6.68	%
Commercial and agriculture real estate			15,698,854			1,028,387	6.55	%			13,405,946			825,053	6.15	%
Residential real estate loans			6,823,798			266,116	3.90	%			6,646,684			243,646	3.67	%
Consumer			2,832,823			197,316	6.97	%			2,618,098			164,125	6.27	%
Total loans			35,521,659			2,203,381	6.20	%			32,241,367			1,871,955	5.81	%
Total earning assets		$	46,981,267		$	2,626,165	5.59	%		$	43,095,730		$	2,230,249	5.18	%
Less: Allowance for credit losses on loans			(348,638	)							(302,486	)
Non-earning Assets:
Cash and due from banks		$	394,350							$	413,569
Other assets			5,275,427								4,945,394
Total assets		$	52,302,406							$	48,152,207
Interest-Bearing Liabilities:
Checking and NOW accounts		$	7,554,510		$	112,741	1.49	%		$	7,664,183		$	94,263	1.23	%
Savings accounts			4,919,559			19,922	0.40	%			5,638,766			14,941	0.26	%
Money market accounts			10,905,756			406,739	3.73	%			7,249,497			206,634	2.85	%
Other time deposits			5,492,898			230,132	4.19	%			3,875,984			123,428	3.18	%
Total interest-bearing core deposits			28,872,723			769,534	2.67	%			24,428,430			439,266	1.80	%
Brokered deposits			1,447,491			76,728	5.30	%			913,349			45,094	4.94	%
Total interest-bearing deposits			30,320,214			846,262	2.79	%			25,341,779			484,360	1.91	%
Federal funds purchased and interbank borrowings			57,950			3,262	5.63	%			229,386			11,412	4.98	%
Securities sold under agreements to repurchase			258,630			2,752	1.06	%			332,853			3,299	0.99	%
Federal Home Loan Bank advances			4,473,800			177,317	3.96	%			4,568,964			161,860	3.54	%
Other borrowings			784,994			41,275	5.26	%			822,471			42,737	5.20	%
Total borrowed funds			5,575,374			224,606	4.03	%			5,953,674			219,308	3.68	%
Total interest-bearing liabilities			35,895,588			1,070,868	2.98	%			31,295,453			703,668	2.25	%
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits		$	9,424,577							$	10,633,806
Other liabilities			962,511								968,635
Shareholders' equity			6,019,730								5,254,313
Total liabilities and shareholders' equity		$	52,302,406							$	48,152,207
Net interest rate spread							2.61	%							2.93	%
Net interest margin (GAAP)							3.26	%							3.49	%
Net interest margin (FTE)3							3.31	%							3.54	%
FTE adjustment					$	24,514							$	23,428
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.

Asset Quality (EOP) (unaudited)
($ in thousands)
	Three Months Ended																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2024			2024			2024			2024			2023				2024			2023
Allowance for credit losses:
Beginning allowance for credit losses on loans	$	380,840		$	366,335		$	319,713		$	307,610		$	303,982			$	307,610		$	303,671
Allowance established for acquired PCD loans		—			2,803			23,922			—			—				26,725			—
Provision for credit losses on loans		30,417			29,176			36,745			23,853			13,329				120,191			59,849
Gross charge-offs		(21,278	)		(18,965	)		(17,041	)		(14,020	)		(13,202	)			(71,304	)		(68,463	)
Gross recoveries		2,543			1,491			2,996			2,270			3,501				9,300			12,553
NCOs		(18,735	)		(17,474	)		(14,045	)		(11,750	)		(9,701	)			(62,004	)		(55,910	)
Ending allowance for credit losses on loans	$	392,522		$	380,840		$	366,335		$	319,713		$	307,610			$	392,522		$	307,610
Beginning allowance for credit losses on unfunded commitments	$	25,054		$	25,733		$	26,264		$	31,226		$	32,960			$	31,226		$	32,188
Provision (release) for credit losses on unfunded commitments		(3,400	)		(679	)		(531	)		(4,962	)		(1,734	)			(9,572	)		(962	)
Ending allowance for credit losses on unfunded commitments	$	21,654		$	25,054		$	25,733		$	26,264		$	31,226			$	21,654		$	31,226
Allowance for credit losses	$	414,176		$	405,894		$	392,068		$	345,977		$	338,836			$	414,176		$	338,836
Provision for credit losses on loans	$	30,417		$	29,176		$	36,745		$	23,853		$	13,329			$	120,191		$	59,849
Provision (release) for credit losses on unfunded commitments		(3,400	)		(679	)		(531	)		(4,962	)		(1,734	)			(9,572	)		(962	)
Provision for credit losses	$	27,017		$	28,497		$	36,214		$	18,891		$	11,595			$	110,619		$	58,887
NCOs / average loans1		0.21	%		0.19	%		0.16	%		0.14	%		0.12	%			0.17	%		0.17	%
Average loans1	$	36,410,414		$	36,299,544		$	36,053,845		$	33,242,739		$	32,752,406			$	35,506,298		$	32,233,020
EOP loans1		36,285,887			36,400,643			36,150,513			33,623,319			32,991,927				36,285,887			32,991,927
ACL on loans / EOP loans1		1.08	%		1.05	%		1.01	%		0.95	%		0.93	%			1.08	%		0.93	%
ACL / EOP loans1		1.14	%		1.12	%		1.08	%		1.03	%		1.03	%			1.14	%		1.03	%
Underperforming Assets:
Loans 90 days and over (still accruing)	$	4,060		$	1,177		$	5,251		$	2,172		$	961			$	4,060		$	961
Nonaccrual loans		447,979			443,597			340,181			328,645			274,821				447,979			274,821
Foreclosed assets		4,294			4,077			8,290			9,344			9,434				4,294			9,434
Total underperforming assets	$	456,333		$	448,851		$	353,722		$	340,161		$	285,216			$	456,333		$	285,216
Classified and Criticized Assets:
Nonaccrual loans	$	447,979		$	443,597		$	340,181		$	328,645		$	274,821			$	447,979		$	274,821
Substandard loans (still accruing)		1,073,413			1,074,243			841,087			626,157			599,358				1,073,413			599,358
Loans 90 days and over (still accruing)		4,060			1,177			5,251			2,172			961				4,060			961
Total classified loans - "problem loans"		1,525,452			1,519,017			1,186,519			956,974			875,140				1,525,452			875,140
Other classified assets		58,954			59,485			60,772			54,392			48,930				58,954			48,930
Special Mention		908,630			837,543			967,655			827,419			843,920				908,630			843,920
Total classified and criticized assets	$	2,493,036		$	2,416,045		$	2,214,946		$	1,838,785		$	1,767,990			$	2,493,036		$	1,767,990
Loans 30-89 days past due (still accruing)	$	93,141		$	91,750		$	51,712		$	53,112		$	71,868			$	93,141		$	71,868
Nonaccrual loans / EOP loans1		1.23	%		1.22	%		0.94	%		0.98	%		0.83	%			1.23	%		0.83	%
ACL / nonaccrual loans		92	%		92	%		115	%		105	%		123	%			92	%		123	%
Under-performing assets/EOP loans1		1.26	%		1.23	%		0.98	%		1.01	%		0.86	%			1.26	%		0.86	%
Under-performing assets/EOP assets		0.85	%		0.84	%		0.67	%		0.69	%		0.58	%			0.85	%		0.58	%
30+ day delinquencies/EOP loans1		0.27	%		0.26	%		0.16	%		0.16	%		0.22	%			0.27	%		0.22	%
1 Excludes loans held-for-sale.

Non-GAAP Measures (unaudited)
($ and shares in thousands, except per share data)
	Three Months Ended																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2024			2024			2024			2024			2023				2024			2023
Earnings Per Share:
Net income applicable to common shares	$	149,839		$	139,768		$	117,196		$	116,250		$	128,446			$	523,053		$	565,857
Adjustments:
Merger-related charges		8,117			6,860			19,440			2,908			5,529				37,325			28,716
Tax effect1		(2,058	)		(1,528	)		(4,413	)		(710	)		(1,343	)			(8,709	)		(5,834	)
Merger-related charges, net		6,059			5,332			15,027			2,198			4,186				28,616			22,882
Debt securities (gains) losses		122			76			(2	)		16			825				212			6,265
Tax effect1		(31	)		(17	)		1			(4	)		(200	)			(51	)		(1,375	)
Debt securities (gains) losses, net		91			59			(1	)		12			625				161			4,890
Separation expense		—			2,646			—			—			—				2,646			—
Tax effect1		—			(589	)		—			—			—				(589	)		—
Separation expense, net		—			2,057			—			—			—				2,057			—
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			19,052
Tax effect1		—			—			—			(731	)		(4,628	)			(731	)		(4,628	)
FDIC special assessment, net		—			—			—			2,263			14,424				2,263			14,424
Gain on sale of Visa Class B restricted shares		—			—			—			—			(21,635	)			—			(21,635	)
Tax effect1		—			—			—			—			5,255				—			5,255
Gain on sale of Visa Class B restricted shares, net		—			—			—			—			(16,380	)			—			(16,380	)
Contract termination charge		—			—			—			—			4,413				—			4,413
Tax effect1		—			—			—			—			(1,072	)			—			(1,072	)
Contract termination charge, net		—			—			—			—			3,341				—			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		6,150			7,448			26,862			14,541			6,196				55,001			33,370
Net income applicable to common shares, adjusted	$	155,989		$	147,216		$	144,058		$	130,791		$	134,642			$	578,054		$	599,227
Weighted average diluted common shares outstanding		318,803			317,331			316,461			292,207			292,029				311,001			291,855
EPS, diluted	$	0.47		$	0.44		$	0.37		$	0.40		$	0.44			$	1.68		$	1.94
Adjusted EPS, diluted	$	0.49		$	0.46		$	0.46		$	0.45		$	0.46			$	1.86		$	2.05
NIM:
Net interest income	$	394,180		$	391,724		$	388,421		$	356,458		$	364,408			$	1,530,783		$	1,503,153
Add: FTE adjustment2		5,777			6,144			6,340			6,253			6,100				24,514			23,428
Net interest income (FTE)	$	399,957		$	397,868		$	394,761		$	362,711		$	370,508			$	1,555,297		$	1,526,581
Average earning assets	$	48,411,803		$	47,905,463		$	47,406,849		$	44,175,079		$	43,701,283			$	46,981,267		$	43,095,730
NIM (GAAP)		3.26	%		3.27	%		3.28	%		3.23	%		3.34	%			3.26	%		3.49	%
NIM (FTE)		3.30	%		3.32	%		3.33	%		3.28	%		3.39	%			3.31	%		3.54	%
Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)
($ in thousands)
	Three Months Ended																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2024			2024			2024			2024			2023				2024			2023
PPNR:
Net interest income (FTE)2	$	399,957		$	397,868		$	394,761		$	362,711		$	370,508			$	1,555,297		$	1,526,581
Add: Noninterest income		95,766			94,138			87,271			77,522			100,094				354,697			333,342
Total revenue (FTE)		495,723			492,006			482,032			440,233			470,602				1,909,994			1,859,923
Less: Noninterest expense		(276,824	)		(272,283	)		(282,999	)		(262,317	)		(284,235	)			(1,094,423	)		(1,026,306	)
PPNR	$	218,899		$	219,723		$	199,033		$	177,916		$	186,367			$	815,571		$	833,617
Adjustments:
Gain on sale of Visa Class B restricted shares	$	—		$	—		$	—		$	—		$	(21,635	)		$	—		$	(21,635	)
Debt securities (gains) losses		122			76			(2	)		16			825				212			6,265
Noninterest income adjustments		122			76			(2	)		16			(20,810	)			212			(15,370	)
Adjusted noninterest income		95,888			94,214			87,269			77,538			79,284				354,909			317,972
Adjusted revenue	$	495,845		$	492,082		$	482,030		$	440,249		$	449,792			$	1,910,206		$	1,844,553
Adjustments:
Merger-related charges	$	8,117		$	6,860		$	19,440		$	2,908		$	5,529			$	37,325		$	28,716
Separation expense		—			2,646			—			—			—				2,646			—
Distribution of excess pension assets		—			—			—			13,318			—				13,318			—
FDIC Special Assessment		—			—			—			2,994			19,052				2,994			19,052
Contract termination charges		—			—			—			—			4,413				—			4,413
Louisville expenses		—			—			—			—			—				—			3,361
Property optimization charges		—			—			—			—			—				—			1,559
Noninterest expense adjustments		8,117			9,506			19,440			19,220			28,994				56,283			57,101
Adjusted total noninterest expense		(268,707	)		(262,777	)		(263,559	)		(243,097	)		(255,241	)			(1,038,140	)		(969,205	)
Adjusted PPNR	$	227,138		$	229,305		$	218,471		$	197,152		$	194,551			$	872,066		$	875,348
Efficiency Ratio:
Noninterest expense	$	276,824		$	272,283		$	282,999		$	262,317		$	284,235			$	1,094,423		$	1,026,306
Less: Amortization of intangibles		(7,237	)		(7,411	)		(7,425	)		(5,455	)		(5,869	)			(27,528	)		(24,155	)
Noninterest expense, excl. amortization of intangibles		269,587			264,872			275,574			256,862			278,366				1,066,895			1,002,151
Less: Amortization of tax credit investments		(4,556	)		(3,277	)		(2,747	)		(2,749	)		(7,200	)			(13,329	)		(15,367	)
Less: Noninterest expense adjustments		(8,117	)		(9,506	)		(19,440	)		(19,220	)		(28,994	)			(56,283	)		(57,101	)
Adjusted noninterest expense, excluding amortization	$	256,914		$	252,089		$	253,387		$	234,893		$	242,172			$	997,283		$	929,683
Total revenue (FTE)2	$	495,723		$	492,006		$	482,032		$	440,233		$	470,602			$	1,909,994		$	1,859,923
Less: Debt securities (gains) losses		122			76			(2	)		16			825				212			6,265
Total revenue excl. debt securities (gains) losses		495,845			492,082			482,030			440,249			471,427				1,910,206			1,866,188
Less: Gain on sale of Visa Class B restricted shares		—			—			—			—			(21,635	)			—			(21,635	)
Total adjusted revenue	$	495,845		$	492,082		$	482,030		$	440,249		$	449,792			$	1,910,206		$	1,844,553
Efficiency Ratio		54.4	%		53.8	%		57.2	%		58.3	%		59.0	%			55.9	%		53.7	%
Adjusted Efficiency Ratio		51.8	%		51.2	%		52.6	%		53.4	%		53.8	%			52.2	%		50.4	%
Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)
($ in thousands)
	Three Months Ended																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2024			2024			2024			2024			2023				2024			2023
ROAE and ROATCE:
Net income applicable to common shares	$	149,839		$	139,768		$	117,196		$	116,250		$	128,446			$	523,053		$	565,857
Amortization of intangibles		7,237			7,411			7,425			5,455			5,869				27,528			24,155
Tax effect1		(1,809	)		(1,853	)		(1,856	)		(1,364	)		(1,467	)			(6,882	)		(6,039	)
Amortization of intangibles, net		5,428			5,558			5,569			4,091			4,402				20,646			18,116
Net income applicable to common shares, excluding intangibles amortization		155,267			145,326			122,765			120,341			132,848				543,699			583,973
Total adjustments, net (see pg.12)		6,150			7,448			26,862			14,541			6,196				55,001			33,370
Adjusted net income applicable to common shares, excluding intangibles amortization	$	161,417		$	152,774		$	149,627		$	134,882		$	139,044			$	598,700		$	617,343
Average shareholders' equity	$	6,338,953		$	6,190,071		$	5,978,976		$	5,565,542		$	5,281,487			$	6,019,730		$	5,254,313
Less: Average preferred equity		(243,719	)		(243,719	)		(243,719	)		(243,719	)		(243,719	)			(243,719	)		(243,719	)
Average shareholders' common equity	$	6,095,234		$	5,946,352		$	5,735,257		$	5,321,823		$	5,037,768			$	5,776,011		$	5,010,594
Average goodwill and other intangible assets		(2,301,177	)		(2,304,597	)		(2,245,405	)		(2,098,338	)		(2,103,935	)			(2,237,738	)		(2,112,924	)
Average tangible shareholder's common equity	$	3,794,057		$	3,641,755		$	3,489,852		$	3,223,485		$	2,933,833			$	3,538,273		$	2,897,670
ROAE		9.8	%		9.4	%		8.2	%		8.7	%		10.2	%			9.1	%		11.3	%
ROAE, adjusted		10.2	%		9.9	%		10.0	%		9.8	%		10.7	%			10.0	%		12.0	%
ROATCE		16.4	%		16.0	%		14.1	%		14.9	%		18.1	%			15.4	%		20.2	%
ROATCE, adjusted		17.0	%		16.8	%		17.2	%		16.7	%		19.0	%			16.9	%		21.3	%
Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)
($ in thousands)
	As of
	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
Tangible Common Equity:
Shareholders' equity	$	6,340,350		$	6,367,298		$	6,075,072		$	5,595,408		$	5,562,900
Less: Preferred equity		(243,719	)		(243,719	)		(243,719	)		(243,719	)		(243,719	)
Shareholders' common equity	$	6,096,631		$	6,123,579		$	5,831,353		$	5,351,689		$	5,319,181
Less: Goodwill and other intangible assets		(2,296,098	)		(2,305,084	)		(2,306,204	)		(2,095,511	)		(2,100,966	)
Tangible shareholders' common equity	$	3,800,533		$	3,818,495		$	3,525,149		$	3,256,178		$	3,218,215
Total assets	$	53,552,272		$	53,602,293		$	53,119,645		$	49,534,918		$	49,089,836
Less: Goodwill and other intangible assets		(2,296,098	)		(2,305,084	)		(2,306,204	)		(2,095,511	)		(2,100,966	)
Tangible assets	$	51,256,174		$	51,297,209		$	50,813,441		$	47,439,407		$	46,988,870
Risk-weighted assets3	$	40,314,805		$	40,584,608		$	40,627,117		$	37,845,139		$	37,407,347
Tangible common equity to tangible assets		7.41	%		7.44	%		6.94	%		6.86	%		6.85	%
Tangible common equity to risk-weighted assets3		9.43	%		9.41	%		8.68	%		8.60	%		8.60	%
Tangible Common Book Value:
Common shares outstanding		318,980			318,955			318,969			293,330			292,655
Tangible common book value	$	11.91		$	11.97		$	11.05		$	11.10		$	11.00
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  December 31, 2024 figures are preliminary.