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8-K

Old National Bancorp /In/ (ONB)

8-K 2025-01-21 For: 2025-01-21
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 21, 2025

_________________________________________________________

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

_________________________________________________________

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

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

________________________________________________________

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

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

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

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

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

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

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

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

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

Emerging growth company    ☐

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

Item 2.02 Results of Operations and Financial Condition.

On January 21, 2025, Old National Bancorp (the “Company”) issued a press release (“Press Release”) reporting its financial results for the fourth quarter and full year 2024. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. A slide presentation outlining fourth quarter of 2024 earnings, strategic developments, and the Company’s financial outlook will be available on the “Investor Relations” section of the Company’s website to complement the conference call to be held on January 21, 2025, at 9:00 a.m. CDT and will be accessible at http://www.oldnational.com immediately before the conference call begins.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 21, 2025, the Company announced that Mark G. Sander, President and Chief Operating Officer, has indicated his intention to retire effective as of June 30, 2025. Additional information relating to Mr. Sander’s retirement is contained in the Press Release furnished as Exhibit 99.1 hereto.

Item 8.01 Other Events.

On January 21, 2025, the Company announced that Daniel S. Hermann has been appointed Lead Independent Director of the Company. Mr. Hermann has been a member of the Company’s board of directors since 2020 and is the founding partner of Lechwe Holdings LLC, founder of AmeriQual Group, LLC and former President and Chief Executive Officer of Black Beauty Coal Co. He succeeds Rebecca S. Skillman, former Indiana Lt. Governor and former President and CEO of Radius Indiana, who has served as Lead Independent Director of the Company since 2016. Ms. Skillman will continue her service as a member of the Company’s board of directors, a position she has held since 2013. Additional information relating to the lead independent director transition is contained in the Press Release furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

99.1    Press Release issued by Old National Bancorp on January 21, 2025.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 21, 2025

OLD NATIONAL BANCORP

By: /s/ Nicholas J. Chulos

Nicholas J. Chulos

Executive Vice President,

Chief Legal Officer and Corporate Secretary

3

Document

Exhibit 99.1

Old National Bancorp Reports Fourth Quarter and

Full-Year 2024 Results

Evansville, Ind. (January 21, 2025)

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
•Earnings per diluted common share ("EPS") of 0.47; adjusted EPS1 of 0.49
Net Interest Income/NIM
•Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.30%, down 2 basis points ("bps")
Operating Performance
•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
•Granular low-cost deposit franchise; total deposit costs of 208 bps, down 17 bps
Loans and Credit Quality
•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
Notable Items

All values are in US Dollars.

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

RESULTS OF OPERATIONS2

Old National Bancorp ("Old National") reported 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)
Twelve Months Ended
September 30, June 30, March 31, December 31, December 31, December 31,
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 6,144 6,340 6,253 6,100 24,514 23,428
Net interest income - tax equivalent basis3 397,868 394,761 362,711 370,508 1,555,297 1,526,581
Provision for credit losses 28,497 36,214 18,891 11,595 110,619 58,887
Noninterest income 94,138 87,271 77,522 100,094 354,697 333,342
Noninterest expense 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 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 0.56 0.56
Dividend payout ratio2 % 32 % 38 % 35 % 32 % 33 % 29 %
Book value 19.11 $ 19.20 $ 18.28 $ 18.24 $ 18.18 $ 19.11 $ 18.18
Stock price 18.66 17.19 17.41 16.89 21.71 16.89
Tangible book value3 11.97 11.05 11.10 11.00 11.91 11.00
Performance Ratios
ROAA % 1.08 % 0.92 % 0.98 % 1.09 % 1.03 % 1.21 %
ROAE % 9.4 % 8.2 % 8.7 % 10.2 % 9.1 % 11.3 %
ROATCE3 % 16.0 % 14.1 % 14.9 % 18.1 % 15.4 % 20.2 %
NIM (FTE)3 % 3.32 % 3.33 % 3.28 % 3.39 % 3.31 % 3.54 %
Efficiency ratio3 % 53.8 % 57.2 % 58.3 % 59.0 % 55.9 % 53.7 %
NCOs to average loans % 0.19 % 0.16 % 0.14 % 0.12 % 0.17 % 0.17 %
ACL on loans to EOP loans % 1.05 % 1.01 % 0.95 % 0.93 % 1.08 % 0.93 %
ACL4 to EOP loans % 1.12 % 1.08 % 1.03 % 1.03 % 1.14 % 1.03 %
NPLs to EOP loans % 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 53,602,293 53,119,645 49,534,918 49,089,836 53,552,272 49,089,836
Total deposits 40,845,746 39,999,228 37,699,418 37,235,180 40,823,560 37,235,180
Total borrowed funds 5,449,096 6,085,204 5,331,161 5,331,147 5,411,537 5,331,147
Total shareholders' equity 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 % 11.00 % 10.73 % 10.76 % 10.70 % 11.38 % 10.70 %
Tier 1 capital % 11.60 % 11.33 % 11.40 % 11.35 % 11.98 % 11.35 %
Total capital % 12.94 % 12.71 % 12.74 % 12.64 % 13.37 % 12.64 %
Leverage ratio (average assets) % 9.05 % 8.90 % 8.96 % 8.83 % 9.21 % 8.83 %
Equity to assets (averages) % 11.60 % 11.31 % 11.32 % 10.81 % 11.51 % 10.91 %
TCE to TA % 7.44 % 6.94 % 6.86 % 6.85 % 7.41 % 6.85 %
Nonfinancial Data
Full-time equivalent employees 4,105 4,267 3,955 3,940 4,066 3,940
Banking centers 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

All values are in US Dollars.

Income Statement (unaudited)
( and shares in thousands, except per share data)
Twelve Months Ended
September 30, June 30, March 31, December 31, December 31, December 31,
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 288,201 275,242 239,523 225,343 1,070,868 703,668
Net interest income 391,724 388,421 356,458 364,408 1,530,783 1,503,153
Provision for credit losses 28,497 36,214 18,891 11,595 110,619 58,887
Net interest income  after provision for credit losses 363,227 352,207 337,567 352,813 1,420,164 1,444,266
Wealth and investment services fees 29,117 29,358 28,304 27,656 116,791 107,784
Service charges on deposit accounts 20,350 19,350 17,898 18,667 78,175 71,945
Debit card and ATM fees 11,362 10,993 10,054 10,700 43,400 42,153
Mortgage banking revenue 7,669 7,064 4,478 3,691 26,237 16,319
Capital markets income 7,426 4,729 2,900 5,416 20,299 24,419
Company-owned life insurance 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 12,975 10,036 10,470 9,381 49,020 39,955
Debt securities gains (losses), net (76) 2 (16) (825) (212) (6,265)
Total noninterest income 94,138 87,271 77,522 100,094 354,697 333,342
Salaries and employee benefits 147,494 159,193 149,803 141,649 603,095 546,364
Occupancy 27,130 26,547 27,019 26,514 110,429 106,676
Equipment 9,888 8,704 8,671 8,769 36,588 32,163
Marketing 11,036 11,284 10,634 10,813 45,607 39,511
Technology 23,343 24,002 20,023 20,493 88,797 80,343
Communication 4,681 4,480 4,000 4,212 17,337 16,980
Professional fees 7,278 10,552 6,406 8,250 35,291 27,335
FDIC assessment 11,722 9,676 11,313 27,702 44,681 56,730
Amortization of intangibles 7,411 7,425 5,455 5,869 27,528 24,155
Amortization of tax credit investments 3,277 2,747 2,749 7,200 13,329 15,367
Other expense 19,023 18,389 16,244 22,764 71,741 80,682
Total noninterest expense 272,283 282,999 262,317 284,235 1,094,423 1,026,306
Income before income taxes 185,082 156,479 152,772 168,672 680,438 751,302
Income tax expense 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) (4,033) (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 315,622 315,585 290,980 290,701 309,499 290,748
Diluted 317,331 316,461 292,207 292,029 311,001 291,855
Common shares outstanding (EOP) 318,955 318,969 293,330 292,655 318,980 292,655

All values are in US Dollars.

End of Period Balance Sheet (unaudited)
( in thousands)
September 30, June 30, March 31, December 31,
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 693,450 804,381 588,509 744,192
Investments:
Treasury and government-sponsored agencies 2,335,716 2,207,004 2,243,754 2,453,950
Mortgage-backed securities 6,085,826 5,890,371 5,566,881 5,245,691
States and political subdivisions 1,665,128 1,678,597 1,672,061 1,693,819
Other securities 783,079 775,623 760,847 779,048
Total investments 10,869,749 10,551,595 10,243,543 10,172,508
Loans held-for-sale, at fair value 62,376 66,126 19,418 32,006
Loans:
Commercial 10,408,095 10,332,631 9,648,269 9,512,230
Commercial and agriculture real estate 16,356,216 16,016,958 14,653,958 14,140,629
Residential real estate 6,757,896 6,894,957 6,661,379 6,699,443
Consumer 2,878,436 2,905,967 2,659,713 2,639,625
Total loans 36,400,643 36,150,513 33,623,319 32,991,927
Allowance for credit losses on loans (380,840) (366,335) (319,713) (307,610)
Premises and equipment, net 599,528 601,945 564,007 565,396
Goodwill and other intangible assets 2,305,084 2,306,204 2,095,511 2,100,966
Company-owned life insurance 863,723 862,032 767,423 767,902
Accrued interest receivable and other assets 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 7,314,245 7,680,865 7,236,667 7,331,487
Savings accounts 4,781,447 4,983,811 5,020,095 5,099,186
Money market accounts 11,601,461 10,485,491 10,234,113 9,561,116
Other time deposits 6,010,070 5,688,432 4,760,659 4,565,137
Total core deposits 39,136,508 38,174,641 36,509,243 36,221,173
Brokered deposits 1,709,238 1,824,587 1,190,175 1,014,007
Total deposits 40,845,746 39,999,228 37,699,418 37,235,180
Federal funds purchased and interbank borrowings 135,263 250,154 50,416 390
Securities sold under agreements to repurchase 244,626 240,713 274,493 285,206
Federal Home Loan Bank advances 4,471,153 4,744,560 4,193,039 4,280,681
Other borrowings 598,054 849,777 813,213 764,870
Total borrowed funds 5,449,096 6,085,204 5,331,161 5,331,147
Accrued expenses and other liabilities 940,153 960,141 908,931 960,609
Total liabilities 47,234,995 47,044,573 43,939,510 43,526,936
Preferred stock, common stock, surplus, and retained earnings 6,971,054 6,866,480 6,375,036 6,301,709
Accumulated other comprehensive income (loss), net of tax (603,756) (791,408) (779,628) (738,809)
Total shareholders' equity 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

All values are in US Dollars.

Average Balance Sheet and Interest Rates (unaudited)
( in thousands)
Three Months Ended Three Months Ended
September 30, 2024 December 31, 2023
Income1/ Yield/ Average Income1/ Yield/ Average Income1/ Yield/
Earning Assets: Expense Rate Balance Expense Rate Balance Expense Rate
Money market and other interest-earning investments 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 20,841 3.59 % 2,255,629 21,851 3.87 % 2,490,793 25,848 4.15 %
Mortgage-backed securities 50,416 3.28 % 5,977,058 48,425 3.24 % 4,913,151 34,209 2.79 %
States and political subdivisions 13,698 3.31 % 1,668,454 14,042 3.37 % 1,686,119 14,541 3.45 %
Other securities 10,518 5.37 % 785,107 12,547 6.39 % 749,697 10,440 5.57 %
Total investments 95,473 3.50 % 10,686,248 96,865 3.63 % 9,839,760 85,038 3.46 %
Loans:2
Commercial 176,996 6.81 % 10,373,340 183,878 7.09 % 9,351,344 163,921 7.01 %
Commercial and agriculture real estate 263,062 6.44 % 16,216,842 274,832 6.78 % 14,074,908 226,716 6.44 %
Residential real estate loans 68,346 4.01 % 6,833,597 67,084 3.93 % 6,706,425 62,054 3.70 %
Consumer 51,139 7.06 % 2,891,260 51,714 7.12 % 2,634,650 43,697 6.58 %
Total loans 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 (366,667) (304,195)
Non-earning Assets:
Cash and due from banks 370,932 $ 413,583 $ 415,266
Other assets 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 4,467 0.37 % 4,860,161 5,184 0.42 % 5,184,712 5,196 0.40 %
Money market accounts 103,818 3.47 % 11,064,433 106,148 3.82 % 9,244,117 85,717 3.68 %
Other time deposits 61,679 4.10 % 5,928,241 64,435 4.32 % 4,516,432 44,396 3.90 %
Total interest-bearing core deposits 193,711 2.57 % 29,404,099 205,111 2.78 % 26,225,529 160,324 2.43 %
Brokered deposits 21,579 5.16 % 1,829,218 24,616 5.35 % 1,012,647 13,041 5.11 %
Total interest-bearing deposits 215,290 2.71 % 31,233,317 229,727 2.93 % 27,238,176 173,365 2.53 %
Federal funds purchased and interbank borrowings 23 21.13 % 14,549 292 7.98 % 620 8 5.12 %
Securities sold under agreements to repurchase 584 0.93 % 239,524 612 1.02 % 277,927 910 1.30 %
Federal Home Loan Bank advances 43,788 3.90 % 4,572,046 47,719 4.15 % 4,182,877 38,394 3.64 %
Other borrowings 8,217 4.88 % 754,544 9,851 5.19 % 869,644 12,666 5.78 %
Total borrowed funds 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 970,662 1,039,899
Shareholders' equity 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.

All values are in US Dollars.

Average Balance Sheet and Interest Rates (unaudited)
( in thousands)
Twelve Months Ended
December 31, 2023
Income1/ Yield/ Average Income1/ Yield/
Earning Assets: 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 87,489 3.82 % 2,322,792 84,771 3.65 %
Mortgage-backed securities 185,633 3.18 % 5,178,940 136,827 2.64 %
States and political subdivisions 56,006 3.35 % 1,749,722 57,847 3.31 %
Other securities 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 711,562 7.00 % 9,570,639 639,131 6.68 %
Commercial and agriculture real estate 1,028,387 6.55 % 13,405,946 825,053 6.15 %
Residential real estate loans 266,116 3.90 % 6,646,684 243,646 3.67 %
Consumer 197,316 6.97 % 2,618,098 164,125 6.27 %
Total loans 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 (302,486)
Non-earning Assets:
Cash and due from banks 394,350 $ 413,569
Other assets 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 19,922 0.40 % 5,638,766 14,941 0.26 %
Money market accounts 406,739 3.73 % 7,249,497 206,634 2.85 %
Other time deposits 230,132 4.19 % 3,875,984 123,428 3.18 %
Total interest-bearing core deposits 769,534 2.67 % 24,428,430 439,266 1.80 %
Brokered deposits 76,728 5.30 % 913,349 45,094 4.94 %
Total interest-bearing deposits 846,262 2.79 % 25,341,779 484,360 1.91 %
Federal funds purchased and interbank borrowings 3,262 5.63 % 229,386 11,412 4.98 %
Securities sold under agreements to repurchase 2,752 1.06 % 332,853 3,299 0.99 %
Federal Home Loan Bank advances 177,317 3.96 % 4,568,964 161,860 3.54 %
Other borrowings 41,275 5.26 % 822,471 42,737 5.20 %
Total borrowed funds 224,606 4.03 % 5,953,674 219,308 3.68 %
Total interest-bearing liabilities 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 968,635
Shareholders' equity 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.

All values are in US Dollars.

Asset Quality (EOP) (unaudited)
( in thousands)
Twelve Months Ended
September 30, June 30, March 31, December 31, December 31, December 31,
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 29,176 36,745 23,853 13,329 120,191 59,849
Gross charge-offs (18,965) (17,041) (14,020) (13,202) (71,304) (68,463)
Gross recoveries 1,491 2,996 2,270 3,501 9,300 12,553
NCOs (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 (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 (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 % 0.19 % 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 36,400,643 36,150,513 33,623,319 32,991,927 36,285,887 32,991,927
ACL on loans / EOP loans1 % 1.05 % 1.01 % 0.95 % 0.93 % 1.08 % 0.93 %
ACL / EOP loans1 % 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 443,597 340,181 328,645 274,821 447,979 274,821
Foreclosed assets 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) 1,074,243 841,087 626,157 599,358 1,073,413 599,358
Loans 90 days and over (still accruing) 1,177 5,251 2,172 961 4,060 961
Total classified loans - "problem loans" 1,519,017 1,186,519 956,974 875,140 1,525,452 875,140
Other classified assets 59,485 60,772 54,392 48,930 58,954 48,930
Special Mention 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 % 1.22 % 0.94 % 0.98 % 0.83 % 1.23 % 0.83 %
ACL / nonaccrual loans % 92 % 115 % 105 % 123 % 92 % 123 %
Under-performing assets/EOP loans1 % 1.23 % 0.98 % 1.01 % 0.86 % 1.26 % 0.86 %
Under-performing assets/EOP assets % 0.84 % 0.67 % 0.69 % 0.58 % 0.85 % 0.58 %
30+ day delinquencies/EOP loans1 % 0.26 % 0.16 % 0.16 % 0.22 % 0.27 % 0.22 %
1 Excludes loans held-for-sale.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( and shares in thousands, except per share data)
Twelve Months Ended
September 30, June 30, March 31, December 31, December 31, December 31,
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 6,860 19,440 2,908 5,529 37,325 28,716
Tax effect1 (1,528) (4,413) (710) (1,343) (8,709) (5,834)
Merger-related charges, net 5,332 15,027 2,198 4,186 28,616 22,882
Debt securities (gains) losses 76 (2) 16 825 212 6,265
Tax effect1 (17) 1 (4) (200) (51) (1,375)
Debt securities (gains) losses, net 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 13,318
Tax effect1 (3,250) (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 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 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 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) % 3.27 % 3.28 % 3.23 % 3.34 % 3.26 % 3.49 %
NIM (FTE) % 3.32 % 3.33 % 3.28 % 3.39 % 3.31 % 3.54 %
Refer to last page of Non-GAAP reconciliations for footnotes.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
Twelve Months Ended
September 30, June 30, March 31, December 31, December 31, December 31,
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 94,138 87,271 77,522 100,094 354,697 333,342
Total revenue (FTE) 492,006 482,032 440,233 470,602 1,909,994 1,859,923
Less: Noninterest expense (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 76 (2) 16 825 212 6,265
Noninterest income adjustments 76 (2) 16 (20,810) 212 (15,370)
Adjusted noninterest income 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 9,506 19,440 19,220 28,994 56,283 57,101
Adjusted total noninterest expense (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 (7,411) (7,425) (5,455) (5,869) (27,528) (24,155)
Noninterest expense, excl. amortization of intangibles 264,872 275,574 256,862 278,366 1,066,895 1,002,151
Less: Amortization of tax credit investments (3,277) (2,747) (2,749) (7,200) (13,329) (15,367)
Less: Noninterest expense adjustments (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 76 (2) 16 825 212 6,265
Total revenue excl. debt securities (gains) losses 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 % 53.8 % 57.2 % 58.3 % 59.0 % 55.9 % 53.7 %
Adjusted Efficiency Ratio % 51.2 % 52.6 % 53.4 % 53.8 % 52.2 % 50.4 %
Refer to last page of Non-GAAP reconciliations for footnotes.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
Twelve Months Ended
September 30, June 30, March 31, December 31, December 31, December 31,
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 7,411 7,425 5,455 5,869 27,528 24,155
Tax effect1 (1,853) (1,856) (1,364) (1,467) (6,882) (6,039)
Amortization of intangibles, net 5,558 5,569 4,091 4,402 20,646 18,116
Net income applicable to common shares, excluding intangibles amortization 145,326 122,765 120,341 132,848 543,699 583,973
Total adjustments, net (see pg.12) 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)
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 (2,304,597) (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 % 9.4% 8.2% 8.7% 10.2% 9.1 % 11.3 %
ROAE, adjusted % 9.9% 10.0% 9.8% 10.7% 10.0 % 12.0 %
ROATCE % 16.0% 14.1% 14.9% 18.1% 15.4 % 20.2 %
ROATCE, adjusted % 16.8% 17.2% 16.7% 19.0% 16.9 % 21.3 %
Refer to last page of Non-GAAP reconciliations for footnotes.

All values are in US Dollars.

Non-GAAP Measures (unaudited)
( in thousands)
September 30, June 30, March 31, December 31,
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)
Shareholders' common equity 6,096,631 $ 6,123,579 $ 5,831,353 $ 5,351,689 $ 5,319,181
Less: Goodwill and other intangible assets (2,305,084) (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 (2,305,084) (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 % 7.44 % 6.94 % 6.86 % 6.85 %
Tangible common equity to risk-weighted assets3 % 9.41 % 8.68 % 8.60 % 8.60 %
Tangible Common Book Value:
Common shares outstanding 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.

All values are in US Dollars.

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