Old National's 4th Quarter and Record Full-Year Results Supported by Strong Deposit Franchise, Stable Credit Quality and Well-Managed Expenses

Old National Bancorp

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

Old National Bancorp (NASDAQ: ONB) reports 4Q23 net income applicable to common shares of $128.4 million, diluted EPS of $0.44; $134.6 million and $0.46 on an adjusted¹ basis, respectively. Full-year net income applicable to common shares of $565.9 million, diluted EPS of $1.94; $599.2 million and $2.05 on an adjusted¹ basis, respectively.

CEO COMMENTARY:

"Old National finished 2023 with strong reported results and record performance on an adjusted basis for EPS, return on average tangible equity and efficiency ratio. Tangible book value per share grew by 17% year-over-year and, when combined with a 3.7% average dividend yield, provided shareholders with a strong return for the year," said CEO Jim Ryan. "Our peer-leading deposit franchise, disciplined loan growth, strong credit quality, well-managed expenses, and dedicated team members who are committed to our clients and communities drove these outstanding results." "As planned, Mike Scudder will retire as Executive Chairman of Old National Bancorp at the end of January. I want to thank Mike for his 38 combined years of outstanding leadership and dedication to First Midwest and Old National. His contributions to the board were invaluable as we completed our transformational partnership."

FOURTH QUARTER HIGHLIGHTS²:

Net Income	Net income applicable to common shares of $128.4 million; adjusted net income applicable to common shares1 of $134.6 million Earnings per diluted common share ("EPS") of $0.44; adjusted EPS1 of $0.46
Net Interest Income/NIM	Net interest income on a fully taxable equivalent basis1 of $370.5 million Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.39%, down 10 basis points ("bps")
Operating Performance	Pre-provision net revenue1 (“PPNR”) of $186.4 million; adjusted PPNR1 of $194.6 million Noninterest expense of $284.2 million; adjusted noninterest expense1 of $255.2 million Efficiency ratio1 of 59.0%; adjusted efficiency ratio1 of 53.8%
Deposits and Funding	Period-end total deposits of $37.2 billion, consistent with September 30, 2023; core deposits up 0.4% Granular low-cost deposit franchise; total deposit costs of 185 bps and a cycle to date (2Q22-4Q23) total deposit beta of 35% (interest-bearing deposit beta of 47%)
Loans and Credit Quality	End-of-period total loans3 of $33.0 billion, up 1.0%  Provision for credit losses4 ("provision") of $11.6 million Net charge-offs of $9.7 million, or 12 bps of average loans; 3 bps excluding purchased credit deteriorated ("PCD") loans that had an allowance at acquisition 30+ day delinquencies of 0.22% and non-performing loans of 0.83% of total loans
Return Profile & Capital	Return on average tangible common equity1 of 18.1%; adjusted return on average tangible common equity1 of 19.0%
Notable Items	$21.6 million pre-tax gain on sale of Visa Class B restricted shares $19.1 million pre-tax FDIC special assessment $9.9 million of pre-tax merger-related and other charges

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

RESULTS OF OPERATIONS
Old National reported fourth quarter 2023 net income applicable to common shares of $128.4 million, or $0.44 per diluted common share.

Included in fourth quarter results was a $21.6 million pre-tax gain on sale of Visa Class B restricted shares, as well as pre-tax charges of $19.1 million for the FDIC special assessment and $9.9 million of merger-related and other expenses. Excluding these transactions and realized debt securities losses from the current quarter, adjusted net income¹ was $134.6 million, or $0.46 per diluted common share.

DEPOSITS AND FUNDING
Stable low-cost deposits including normal seasonal patterns in public funds.

• Period-end total deposits were $37.2 billion at December 31, 2023, consistent with prior quarter; core deposits increased 0.4%; include normal seasonal patterns in public funds which decreased ~$340 million.

• On average, total deposits for the fourth quarter were $37.2 billion, an increase of 1.4%.

• Granular low-cost deposit franchise; total deposit costs of 185 bps and a cycle to date total deposit beta of 35% (interest-bearing deposit beta of 47%).

• A loan to deposit ratio of 89% at December 31, 2023, combined with existing funding sources, provides strong liquidity.

LOANS
Broad-based disciplined commercial loan growth.

• Period-end total loans³ were $33.0 billion at December 31, 2023, up 1.0% from September 30, 2023.

• Total commercial loan production in the fourth quarter was $1.3 billion; period-end commercial pipeline totaled $1.7 billion.

• Average total loans in the fourth quarter were $32.8 billion, an increase of $116.9 million from the third quarter of 2023.
  

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

• Provision⁴ expense in the fourth quarter of 2023 was $11.6 million, compared to $19.1 million in the third quarter of 2023, reflecting net charge-offs, loan growth, as well as economic factors.

• Net charge-offs in the fourth quarter were $9.7 million, or 12 bps of average loans compared to net charge-offs of 24 bps of average loans in the third quarter of 2023.

  • Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 3 bps for the fourth quarter of 2023.

• 30+ day delinquencies as a percentage of loans were 0.22% at December 31, 2023, compared to 0.18% at September 30, 2023.

• Non-performing loans as a percentage of total loans were 0.83% compared to 0.80% for the third quarter of 2023.

• Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. As of December 31, 2023, the remaining discount on these acquired loans was $79.0 million.

• The allowance for credit losses, including the allowance for credit losses on unfunded commitments, stood at $338.8 million, or 1.03% of total loans at December 31, 2023, compared to $336.9 million, or 1.03% of total loans at September 30, 2023.
  

NET INTEREST INCOME AND MARGIN
Lower net interest income and margin compression reflective of the rate environment.

• Net interest income on a fully taxable equivalent basis¹ decreased to $370.5 million in the fourth quarter of 2023 compared to $380.9 million in the third quarter of 2023, driven by higher funding costs, partly offset by loan growth and higher rates on interest-earning assets.

• Net interest margin on a fully taxable equivalent basis¹ decreased 10 bps to 3.39% compared to the third quarter of 2023.

• Accretion income on loans and borrowings was $6.2 million, or 6 bps of net interest margin¹, in the fourth quarter of 2023 compared to $7.5 million, or 7 bps of net interest margin¹, in the third quarter of 2023.

• Cost of total deposits was 1.85%, increasing 24 bps and the cost of total interest-bearing deposits increased 31 bps to 2.53% in the fourth quarter of 2023.

NONINTEREST INCOME
Increased wealth fees offset by lower mortgage fees, capital markets income, and other income.

• Total noninterest income for the fourth quarter of 2023 was $100.1 million and included a $21.6 million pre-tax gain on the sale of VISA B restricted shares.

• Excluding realized debt securities gains/losses for both periods and gain on sale of Visa Class B restricted shares for the fourth quarter of 2023, adjusted noninterest income for the fourth quarter was down 2.3% compared to the third quarter of 2023, due to lower mortgage fees, capital markets income, and other income, partially offset by an increase in wealth fees.

NONINTEREST EXPENSE
Disciplined expense management.

• Noninterest expense for the fourth quarter of 2023 was $284.2 million and included $19.1 million of FDIC special assessment charges and $9.9 million of merger-related and other charges.

• Excluding these items, adjusted noninterest expense for the fourth quarter was $255.2 million, compared to $238.5 million for the third quarter of 2023; increase was driven by $10 million in higher performance-driven incentive accruals and $5 million in higher amortization of tax credit investments.

• The efficiency ratio¹ was 59.0%, while the adjusted efficiency ratio¹ was 53.8% for the fourth quarter of 2023 compared to 51.7% and 49.7%, respectively, for the third quarter of 2023.
  

INCOME TAXES

• Income tax expense in the fourth quarter of 2023 was $36.2 million, resulting in an effective tax rate of 21.5% compared to 23.1% in the third quarter of 2023. On an adjusted fully taxable equivalent ("FTE") basis, the effective tax rate was 24.2% in the fourth quarter compared to 25.3% in the third quarter.

• Income tax expense included $6.7 million of tax credit benefit.

CAPITAL
Capital ratios remain strong.

• All regulatory capital ratios grew in the quarter with preliminary total risk-based capital up 32 bps to 12.64% and preliminary regulatory Tier 1 capital up 29 bps to 11.35%, driven by retained earnings.

• Tangible common equity to tangible assets was 6.85% at the end of the fourth quarter compared to 6.15% in the third quarter of 2023.

VISA CLASS B RESTRICTED SHARES GAIN
During the fourth quarter of 2023, the Company recognized a $21.6 million pre-tax gain on sale of Visa Class B restricted shares in noninterest income. Prior to the sale, the shares were carried at zero cost basis due to uncertainty surrounding the ability of the Company to transfer or otherwise liquidate the shares. At December 31, 2023, the Company does not hold any remaining Visa Class B restricted shares.

FDIC SPECIAL ASSESSMENT
On November 16, 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the Deposit Insurance Fund (“DIF”) resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the Federal Deposit Insurance Act in connection with the receiverships of Silicon Valley Bank and Signature Bank. The total of the assessments for Old National Bank is estimated at $19.1 million, and such amount was recorded as an expense in the quarter ending December 31, 2023.

RETIREMENT OF MIKE SCUDDER
Mike Scudder will retire as Executive Chairman and as a director of the Company as of January 31, 2024, and Jim Ryan will succeed to the position of Chairman of the Board of Directors, as contemplated by the Bylaws of the Company. Mr. Ryan will continue to serve as Chief Executive Officer of the Company as well as Chairman of the Board and Chief Executive Officer of Old National Bank.

CONFERENCE CALL AND WEBCAST
Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Tuesday, January 23, 2024, to review fourth quarter financial results. The live audio webcast link and corresponding presentation slides will be available on the Company’s Investor Relations web page at oldnational.com and will be archived there for 12 months. To listen to the live conference call, dial U.S. (888) 300-3045 or International (646) 568-1027, access code 5258325. A replay of the call will also be available from approximately noon Central Time on January 23, 2024 through February 6, 2024. To access the replay, dial U.S. (800) 770-2030 or International (647) 362-9199, Access code 5258325.

ABOUT OLD NATIONAL
Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank, which is the sixth largest commercial bank headquartered in the Midwest. With approximately $49 billion of assets and $29 billion of assets under management, Old National ranks among the top 30 banking companies headquartered in the U.S. Tracing our roots to 1834, Old National Bank has focused on community banking by building long-term, highly valued partnerships with clients and in the communities it serves. In addition to providing extensive services in retail and commercial banking, Old National offers comprehensive wealth management, investment, and capital market services. For more information and financial data, please visit Investor Relations at oldnational.com.

USE OF NON-GAAP FINANCIAL MEASURES
The Company's accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP") and general practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist investors in assessing the Company's operating performance. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the tables at the end of this release.

The Company presents EPS, the efficiency ratio, return on average common equity, return on average tangible common equity, and net income applicable to common shares, all adjusted for certain notable items. These items include gain on sale of Visa Class B restricted shares, FDIC special assessment expense, contract termination charges, merger-related charges associated with completed and pending acquisitions, gains/losses on sales of debt securities, expenses related to the tragic April 10 event at our downtown Louisville location ("Louisville expenses"), property optimization charges, gain on sale of health savings accounts and the current expected credit loss ("CECL") Day 1 non-PCD provision expense. 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 and the CECL Day 1 non-PCD provision expense from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.

Income tax expense, provision for credit losses, and the certain notable items listed above are excluded from the calculation of pre-provision net revenues, adjusted due to the fluctuation in income before income tax and the level of provision for credit losses required. Management believes pre-provision net revenues, adjusted may be useful in assessing the Company's underlying operating performance and their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The Company presents adjusted noninterest expense, which excludes FDIC special assessment expense, contract termination charges, merger-related charges, property optimization charges, Louisville expenses, as well as adjusted noninterest income, which excludes the gain on sale of Visa Class B restricted shares, gain on sale of health savings accounts and gains/losses on sales of debt securities. Management believes that excluding these items from noninterest expense and noninterest income may be useful in assessing the Company’s underlying operational performance as these items either do not pertain to its core business operations or their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The tax-equivalent adjustment to net interest income and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes.

In management's view, tangible common equity measures are capital adequacy metrics that may be meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from stockholders' equity and retain the effect of accumulated other comprehensive loss in stockholders' equity.

Although intended to enhance investors' understanding of the Company's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business and performance. See the previously provided tables and the following reconciliations in the "Non-GAAP Reconciliations" section for details on the calculation of these measures to the extent presented herein.

FORWARD-LOOKING STATEMENTS
This communication contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us or with our approval 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 the words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "outlook," "plan," "potential," "predict," "should," 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 ability to complete, or any delays in completing, the pending merger (the “Merger”) between Old National and CapStar Financial Holdings, Inc. (“CapStar”), including the ability of CapStar to obtain the necessary approval by its shareholders, the ability of Old National and CapStar to obtain required governmental approvals of the Merger and the ability to satisfy all of the closing conditions in the definitive merger agreement; 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 potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses and the success of revenue-generating and cost reduction initiatives; failure or circumvention of our internal controls; operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of our information systems; computer hacking and other cybersecurity threats; the effects of climate change on Old National and its customers, borrowers, or service providers; political and economic uncertainty and instability; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this communication; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this communication and are not guarantees of future results, performance or outcomes, and Old National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this communication.

CONTACTS:
Media: Kathy Schoettlin		Investors: Lynell Durchholz
(812) 465-7269		(812) 464-1366
Kathy.Schoettlin@oldnational.com		Lynell.Durchholz@oldnational.com

Financial Highlights (unaudited)
($ and shares in thousands, except per share data)
	Three Months Ended																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2023			2023			2023			2023			2022				2023			2022
Income Statement
Net interest income	$	364,408		$	375,086		$	382,171		$	381,488		$	391,090			$	1,503,153		$	1,327,936
FTE adjustment1,2		6,100			5,837			5,825			5,666			5,378				23,428			18,414
Net interest income - tax equivalent basis3		370,508			380,923			387,996			387,154			396,468				1,526,581			1,346,350
Provision for credit losses		11,595			19,068			14,787			13,437			11,408				58,887			144,799
Noninterest income		100,094			80,938			81,629			70,681			165,037				333,342			399,779
Noninterest expense3		284,235			244,776			246,584			250,711			282,675				1,026,306			1,038,183
Net income available to common shareholders	$	128,446		$	143,842		$	151,003		$	142,566		$	196,701			$	565,857		$	414,169
Per Common Share Data
Weighted average diluted shares		292,029			291,717			291,266			292,756			293,131				291,855			276,688
EPS, diluted	$	0.44		$	0.49		$	0.52		$	0.49		$	0.67			$	1.94		$	1.50
Cash dividends		0.14			0.14			0.14			0.14			0.14				0.56			0.56
Dividend payout ratio2		32	%		29	%		27	%		29	%		21	%			29	%		37	%
Book value	$	18.18		$	17.07		$	17.25		$	17.24		$	16.68			$	18.18		$	16.68
Stock price		16.89			14.54			13.94			14.42			17.98				16.89			17.98
Tangible book value3		11.00			9.87			10.03			9.98			9.42				11.00			9.42
Performance Ratios
ROAA		1.09	%		1.22	%		1.29	%		1.25	%		1.74	%			1.21	%		0.99	%
ROAE		10.2	%		11.4	%		12.0	%		11.6	%		16.8	%			11.3	%		8.9	%
ROATCE3		18.1	%		20.2	%		21.4	%		21.0	%		31.5	%			20.2	%		16.3	%
NIM (FTE)		3.39	%		3.49	%		3.60	%		3.69	%		3.85	%			3.54	%		3.47	%
Efficiency ratio3		59.0	%		51.7	%		51.2	%		52.8	%		49.1	%			53.7	%		58.0	%
NCOs to average loans		0.12	%		0.24	%		0.13	%		0.21	%		0.05	%			0.17	%		0.06	%
ACL on loans to EOP loans		0.93	%		0.93	%		0.93	%		0.94	%		0.98	%			0.93	%		0.98	%
ACL5 to EOP loans		1.03	%		1.03	%		1.04	%		1.05	%		1.08	%			1.03	%		1.08	%
NPLs to EOP loans		0.83	%		0.80	%		0.91	%		0.74	%		0.81	%			0.83	%		0.81	%
Balance Sheet (EOP)
Total loans	$	32,991,927		$	32,577,834		$	32,432,473		$	31,822,374		$	31,123,641			$	32,991,927		$	31,123,641
Total assets		49,089,836			49,059,448			48,496,755			47,842,644			46,763,372				49,089,836			46,763,372
Total deposits		37,235,180			37,252,676			36,231,315			34,917,792			35,000,830				37,235,180			35,000,830
Total borrowed funds		5,331,147			5,556,010			6,034,008			6,740,454			5,586,314				5,331,147			5,586,314
Total shareholders' equity		5,562,900			5,239,537			5,292,095			5,277,426			5,128,595				5,562,900			5,128,595
Capital Ratios
Risk-based capital ratios (EOP):
Tier 1 common equity		10.70	%		10.41	%		10.14	%		9.98	%		10.03	%			10.70	%		10.03	%
Tier 1 capital		11.35	%		11.06	%		10.79	%		10.64	%		10.71	%			11.35	%		10.71	%
Total capital		12.64	%		12.32	%		12.14	%		11.96	%		12.02	%			12.64	%		12.02	%
Leverage ratio (average assets)		8.83	%		8.70	%		8.59	%		8.53	%		8.52	%			8.83	%		8.52	%
Equity to assets (averages)4		10.81	%		10.88	%		10.96	%		11.00	%		10.70	%			10.91	%		11.23	%
TCE to TA3		6.85	%		6.15	%		6.33	%		6.37	%		6.18	%			6.85	%		6.18	%
Nonfinancial Data
Full-time equivalent employees		3,940			3,981			4,021			4,023			3,967				3,940			3,967
Banking centers		258			257			256			256			263				258			263
1 Calculated using the federal statutory tax rate in effect of 21% for all periods.
2 Cash dividends per common share divided by net income per common share (basic).
3 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.     December 31, 2023 capital ratios are preliminary.
4 Includes the allowance for credit losses on loans and unfunded commitments.
FTE - Fully taxable equivalent basis ROAA - Return on average assets ROAE - Return on average equity ROATCE - Return on average tangible common equity
NCOs - Net Charge-offs ALL - Allowance for loan losses ACL - Allowance for Credit Losses EOP - End of period actual balances NPLs - Non-performing Loans TCE - Tangible common equity TA - Tangible assets

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,
		2023			2023			2023			2023			2022				2023			2022
Interest income	$	589,751		$	576,519		$	544,902		$	495,649		$	457,821			$	2,206,821		$	1,454,202
Less: interest expense		225,343			201,433			162,731			114,161			66,731				703,668			126,266
Net interest income		364,408			375,086			382,171			381,488			391,090				1,503,153			1,327,936
Provision for credit losses		11,595			19,068			14,787			13,437			11,408				58,887			144,799
Net interest income after provision for credit losses		352,813			356,018			367,384			368,051			379,682				1,444,266			1,183,137
Wealth and investment services fees		27,656			26,687			26,521			26,920			25,668				107,784			100,851
Service charges on deposit accounts		18,667			18,524			17,751			17,003			18,109				71,945			72,501
Debit card and ATM fees		10,700			10,818			10,653			9,982			10,798				42,153			40,227
Mortgage banking revenue		3,691			5,063			4,165			3,400			3,888				16,319			23,015
Capital markets income		5,416			5,891			6,173			6,939			5,377				24,419			25,986
Company-owned life insurance		3,773			3,740			4,698			3,186			3,108				15,397			14,564
Gain on sale of Visa Class B restricted shares		21,635			—			—			—			—				21,635			—
Gain on sale of health savings accounts		—			—			—			—			90,673				—			90,673
Other income		9,381			10,456			11,651			8,467			7,589				39,955			32,050
Gains (losses) on sales of debt securities		(825	)		(241	)		17			(5,216	)		(173	)			(6,265	)		(88	)
Total noninterest income		100,094			80,938			81,629			70,681			165,037				333,342			399,779
Salaries and employee benefits		141,649			131,541			135,810			137,364			142,459				546,364			575,626
Occupancy		26,514			25,795			26,085			28,282			26,488				106,676			100,421
Equipment		8,769			8,284			7,721			7,389			7,591				32,163			27,637
Marketing		10,813			9,448			9,833			9,417			8,508				39,511			32,264
Technology		20,493			20,592			20,056			19,202			19,951				80,343			84,865
Communication		4,212			4,075			4,232			4,461			4,159				16,980			18,846
Professional fees		8,250			5,956			6,397			6,732			6,360				27,335			39,046
FDIC assessment		27,702			9,000			9,624			10,404			5,809				56,730			19,332
Amortization of intangibles		5,869			6,040			6,060			6,186			6,787				24,155			25,857
Amortization of tax credit investments		7,200			2,644			2,762			2,761			5,258				15,367			10,961
Property optimization		—			—			242			1,317			26,818				1,559			26,818
Other expense		22,764			21,401			17,762			17,196			22,487				79,123			76,510
Total noninterest expense		284,235			244,776			246,584			250,711			282,675				1,026,306			1,038,183
Income before income taxes		168,672			192,180			202,429			188,021			262,044				751,302			544,733
Income tax expense		36,192			44,304			47,393			41,421			61,309				169,310			116,446
Net income	$	132,480		$	147,876		$	155,036		$	146,600		$	200,735			$	581,992		$	428,287
Preferred dividends		(4,034	)		(4,034	)		(4,033	)		(4,034	)		(4,034	)			(16,135	)		(14,118	)
Net income applicable to common shares	$	128,446		$	143,842		$	151,003		$	142,566		$	196,701			$	565,857		$	414,169
EPS, diluted	$	0.44		$	0.49		$	0.52		$	0.49		$	0.67			$	1.94		$	1.50
Weighted Average Common Shares Outstanding
Basic		290,701			290,648			290,559			291,088			291,012				290,748			275,179
Diluted		292,029			291,717			291,266			292,756			293,131				291,855			276,688
Common shares outstanding (EOP)		292,655			292,586			292,597			291,922			292,903				292,655			292,903

End of Period Balance Sheet (unaudited)
($ in thousands)
	December 31,			September 30,			June 30,			March 31,			December 31,
		2023			2023			2023			2023			2022
Assets
Cash and due from banks	$	430,866		$	381,343		$	473,023		$	386,879		$	453,432
Money market and other interest-earnings investments		744,192			1,282,087			724,863			727,056			274,980
Investments:
Treasury and government-sponsored agencies		2,453,949			2,515,249			2,309,285			2,236,412			2,195,175
Mortgage-backed securities		5,245,691			4,906,290			5,168,458			5,395,680			5,476,719
States and political subdivisions		1,693,819			1,705,200			1,760,725			1,785,073			1,827,164
Other securities		779,049			751,404			802,323			826,575			730,476
Total investments		10,172,508			9,878,143			10,040,791			10,243,740			10,229,534
Loans held-for-sale, at fair value		32,006			122,033			114,369			10,584			11,926
Loans:
Commercial		9,512,230			9,333,448			9,698,241			9,751,875			9,508,904
Commercial and agriculture real estate		14,140,629			13,916,221			13,450,209			12,908,380			12,457,070
Residential real estate		6,699,443			6,696,288			6,684,480			6,568,666			6,460,441
Consumer		2,639,625			2,631,877			2,599,543			2,593,453			2,697,226
Total loans		32,991,927			32,577,834			32,432,473			31,822,374			31,123,641
Allowance for credit losses on loans		(307,610	)		(303,982	)		(300,555	)		(298,711	)		(303,671	)
Premises and equipment, net		565,396			565,607			564,299			566,758			557,307
Goodwill and other intangible assets		2,100,966			2,106,835			2,112,875			2,118,935			2,125,121
Company-owned life insurance		767,902			774,517			771,753			770,471			768,552
Accrued interest receivable and other assets		1,591,683			1,675,031			1,562,864			1,494,558			1,522,550
Total assets	$	49,089,836		$	49,059,448		$	48,496,755		$	47,842,644		$	46,763,372
Liabilities and Equity
Noninterest-bearing demand deposits	$	9,664,247		$	10,091,352		$	10,532,838		$	10,995,083		$	11,930,798
Interest-bearing:
Checking and NOW accounts		7,331,487			7,495,417			7,654,202			7,903,520			8,340,955
Savings accounts		5,099,186			5,296,985			5,578,323			6,030,255			6,326,158
Money market accounts		9,561,116			8,793,218			7,200,288			5,867,239			5,389,139
Other time deposits		4,565,137			4,398,182			4,012,813			3,361,979			2,775,991
Total core deposits		36,221,173			36,075,154			34,978,464			34,158,076			34,763,041
Brokered deposits		1,014,007			1,177,522			1,252,851			759,716			237,789
Total deposits		37,235,180			37,252,676			36,231,315			34,917,792			35,000,830
Federal funds purchased and interbank borrowings		390			918			136,060			618,955			581,489
Securities sold under agreements to repurchase		285,206			279,061			311,447			393,018			432,804
Federal Home Loan Bank advances		4,280,681			4,412,576			4,771,183			4,981,612			3,829,018
Other borrowings		764,870			863,455			815,318			746,869			743,003
Total borrowed funds		5,331,147			5,556,010			6,034,008			6,740,454			5,586,314
Accrued expenses and other liabilities		960,609			1,011,225			939,337			906,972			1,047,633
Total liabilities		43,526,936			43,819,911			43,204,660			42,565,218			41,634,777
Preferred stock, common stock, surplus, and retained earnings		6,301,709			6,208,352			6,100,728			5,985,784			5,915,017
Accumulated other comprehensive income (loss), net of tax		(738,809	)		(968,815	)		(808,633	)		(708,358	)		(786,422	)
Total shareholders' equity		5,562,900			5,239,537			5,292,095			5,277,426			5,128,595
Total liabilities and shareholders' equity	$	49,089,836		$	49,059,448		$	48,496,755		$	47,842,644		$	46,763,372

Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
		Three Months Ended									Three Months Ended									Three Months Ended
		December 31, 2023									September 30, 2023									December 31, 2022
		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		$	1,094,196		$	14,425		5.23	%		$	980,813		$	13,194		5.34	%		$	324,801		$	(259	)	(0.32	)%
Investments:
Treasury and government-sponsored agencies			2,490,793			25,848		4.15	%			2,376,864			23,037		3.88	%			2,151,746			14,683		2.73	%
Mortgage-backed securities			4,913,151			34,209		2.79	%			5,079,091			33,237		2.62	%			5,470,753			35,344		2.58	%
States and political subdivisions			1,686,119			14,541		3.45	%			1,737,037			14,220		3.27	%			1,818,431			14,849		3.27	%
Other securities			749,697			10,440		5.57	%			793,196			10,127		5.11	%			702,730			7,741		4.41	%
Total investments			9,839,760			85,038		3.46	%			9,986,188			80,621		3.23	%			10,143,660			72,617		2.86	%
Loans:2
Commercial			9,351,344			163,921		7.01	%			9,612,102			163,869		6.82	%			9,330,906			132,711		5.69	%
Commercial and agriculture real estate			14,074,908			226,716		6.44	%			13,711,156			219,575		6.41	%			12,317,057			161,766		5.25	%
Residential real estate loans			6,706,425			62,054		3.70	%			6,712,269			62,775		3.74	%			6,373,819			59,532		3.74	%
Consumer			2,634,650			43,697		6.58	%			2,614,928			42,322		6.42	%			2,716,452			36,832		5.38	%
Total loans			32,767,327			496,388		6.06	%			32,650,455			488,541		5.98	%			30,738,234			390,841		5.08	%
Total earning assets		$	43,701,283		$	595,851		5.45	%		$	43,617,456		$	582,356		5.34	%		$	41,206,695		$	463,199		4.49	%
Less: Allowance for credit losses on loans			(304,195	)								(300,071	)								(303,009	)
Non-earning Assets:
Cash and due from banks		$	415,266								$	382,755								$	368,874
Other assets			5,027,892									4,960,383									4,861,247
Total assets		$	48,840,246								$	48,660,523								$	46,133,807
Interest-Bearing Liabilities:
Checking and NOW accounts		$	7,280,268		$	25,015		1.36	%		$	7,515,439		$	25,531		1.35	%		$	8,482,651		$	13,189		0.62	%
Savings accounts			5,184,712			5,196		0.40	%			5,414,775			4,268		0.31	%			6,482,369			1,558		0.10	%
Money market accounts			9,244,117			85,717		3.68	%			7,979,999			65,549		3.26	%			5,382,254			8,091		0.60	%
Other time deposits			4,516,432			44,396		3.90	%			4,229,692			37,110		3.48	%			2,540,619			5,688		0.89	%
Total interest-bearing core deposits			26,225,529			160,324		2.43	%			25,139,905			132,458		2.09	%			22,887,893			28,526		0.49	%
Brokered deposits			1,012,647			13,041		5.11	%			1,183,228			14,970		5.02	%			129,745			1,366		4.18	%
Total interest-bearing deposits			27,238,176			173,365		2.53	%			26,323,133			147,428		2.22	%			23,017,638			29,892		0.52	%
Federal funds purchased and interbank borrowings			620			8		5.12	%			62,921			910		5.74	%			475,431			4,299		3.59	%
Securities sold under agreements to repurchase			277,927			910		1.30	%			302,305			710		0.93	%			409,916			556		0.54	%
Federal Home Loan Bank advances			4,182,877			38,394		3.64	%			4,537,250			40,382		3.53	%			3,266,896			25,609		3.11	%
Other borrowings			869,644			12,666		5.78	%			841,307			12,003		5.66	%			753,401			6,375		3.36	%
Total borrowed funds			5,331,068			51,978		3.87	%			5,743,783			54,005		3.73	%			4,905,644			36,839		2.98	%
Total interest-bearing liabilities		$	32,569,244		$	225,343		2.74	%		$	32,066,916		$	201,433		2.49	%		$	27,923,282		$	66,731		0.95	%
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits		$	9,949,616								$	10,338,267								$	12,373,495
Other liabilities			1,039,899									961,268									900,448
Shareholders' equity			5,281,487									5,294,072									4,936,582
Total liabilities and shareholders' equity		$	48,840,246								$	48,660,523								$	46,133,807
Net interest rate spread								2.71	%								2.85	%								3.54	%
Net interest margin (GAAP)								3.34	%								3.44	%								3.80	%
Net interest margin (FTE)3								3.39	%								3.49	%								3.85	%
FTE adjustment					$	6,100								$	5,837								$	5,378
1 Interest income is reflected on a FTE.
2 Includes loans held-for-sale.
3 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
		Twelve Months Ended									Twelve Months Ended
		December 31, 2023									December 31, 2022
		Average			Income1/			Yield/			Average			Income1/			Yield/
Earning Assets:		Balance			Expense			Rate			Balance			Expense			Rate
Money market and other interest-earning investments		$	826,453		$	39,683		4.80	%		$	812,296		$	2,814		0.35	%
Investments:
Treasury and government-sponsored agencies			2,322,792			84,771		3.65	%			2,290,229			47,932		2.09	%
Mortgage-backed securities			5,178,940			136,827		2.64	%			5,562,442			129,411		2.33	%
States and political subdivisions			1,749,722			57,847		3.31	%			1,805,433			57,688		3.20	%
Other securities			776,456			39,166		5.04	%			687,926			24,133		3.51	%
Total investments		$	10,027,910		$	318,611		3.18	%		$	10,346,030		$	259,164		2.50	%
Loans:2
Commercial			9,570,639			639,131		6.68	%			8,252,237			397,228		4.81	%
Commercial and agriculture real estate			13,405,946			825,053		6.15	%			11,147,967			489,499		4.39	%
Residential real estate loans			6,646,684			243,646		3.67	%			5,622,901			201,637		3.59	%
Consumer			2,618,098			164,125		6.27	%			2,570,355			122,274		4.76	%
Total loans			32,241,367			1,871,955		5.81	%			27,593,460			1,210,638		4.39	%
Total earning assets		$	43,095,730		$	2,230,249		5.18	%		$	38,751,786		$	1,472,616		3.80	%
Less: Allowance for credit losses on loans			(302,486	)								(261,534	)
Non-earning Assets:
Cash and due from banks		$	413,569								$	355,391
Other assets			4,945,394									4,404,057
Total assets		$	48,152,207								$	43,249,700
Interest-Bearing Liabilities:
Checking and NOW accounts		$	7,664,183		$	94,263		1.23	%		$	8,104,844		$	21,321		0.26	%
Savings accounts			5,638,766			14,941		0.26	%			6,342,697			3,367		0.05	%
Money market accounts			7,249,497			206,634		2.85	%			4,961,159			11,882		0.24	%
Other time deposits			3,875,984			123,428		3.18	%			2,312,935			10,801		0.47	%
Total interest-bearing core deposits			24,428,430			439,266		1.80	%			21,721,635			47,371		0.22	%
Brokered deposits			913,349			45,094		4.94	%			45,796			1,722		3.76	%
Total interest-bearing deposits			25,341,779			484,360		1.91	%			21,767,431			49,093		0.23	%
Federal funds purchased and interbank borrowings			229,386			11,412		4.98	%			151,243			5,021		3.32	%
Securities sold under agreements to repurchase			332,853			3,299		0.99	%			440,619			843		0.19	%
Federal Home Loan Bank advances			4,568,964			161,860		3.54	%			2,986,006			51,524		1.73	%
Other borrowings			822,471			42,737		5.20	%			619,659			19,785		3.19	%
Total borrowed funds			5,953,674			219,308		3.68	%			4,197,527			77,173		1.84	%
Total interest-bearing liabilities			31,295,453			703,668		2.25	%			25,964,958			126,266		0.49	%
Noninterest-Bearing Liabilities and Shareholders' Equity
Demand deposits		$	10,633,806								$	11,750,306
Other liabilities			968,635									676,940
Shareholders' equity			5,254,313									4,857,496
Total liabilities and shareholders' equity		$	48,152,207								$	43,249,700
Net interest rate spread								2.93	%								3.31	%
Net interest margin (GAAP)								3.49	%								3.43	%
Net interest margin (FTE)3								3.54	%								3.47	%
FTE adjustment					$	23,428								$	18,414
1 Interest income is reflected on a FTE.
2 Includes loans held-for-sale.
3 Represents a non-GAAP financial measure. Refer the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

Asset Quality (EOP) (unaudited)
($ in thousands)
	Three Months Ended																Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,				December 31,			December 31,
		2023			2023			2023			2023			2022				2023			2022
Allowance for credit losses:
Beginning allowance for credit losses on loans	$	303,982		$	300,555		$	298,711		$	303,671		$	302,254			$	303,671		$	107,341
Allowance established for acquired PCD loans		—			—			—			—			—				—			89,089
Provision for credit losses on loans		13,329			23,115			11,936			11,469			5,389				59,849			123,340
Gross charge-offs		(13,202	)		(22,750	)		(14,331	)		(18,180	)		(7,081	)			(68,463	)		(27,281	)
Gross recoveries		3,501			3,062			4,239			1,751			3,109				12,553			11,182
NCOs		(9,701	)		(19,688	)		(10,092	)		(16,429	)		(3,972	)			(55,910	)		(16,099	)
Ending allowance for credit losses on loans	$	307,610		$	303,982		$	300,555		$	298,711		$	303,671			$	307,610		$	303,671
Beginning allowance for credit losses on unfunded commitments	$	32,960		$	37,007		$	34,156		$	32,188		$	26,169			$	32,188		$	10,879
Provision (release) for credit losses on unfunded commitments		(1,734	)		(4,047	)		2,851			1,968			6,019				(962	)		21,309
Ending allowance for credit losses on unfunded commitments	$	31,226		$	32,960		$	37,007		$	34,156		$	32,188			$	31,226		$	32,188
Allowance for credit losses	$	338,836		$	336,942		$	337,562		$	332,867		$	335,859			$	338,836		$	335,859
Provision for credit losses on loans	$	13,329		$	23,115		$	11,936		$	11,469		$	5,389			$	59,849		$	123,340
Provision (release) for credit losses on unfunded commitments1		(1,734	)		(4,047	)		2,851			1,968			6,019				(962	)		21,309
Provision for credit losses1	$	11,595		$	19,068		$	14,787		$	13,437		$	11,408			$	58,887		$	144,649
NCOs / average loans2		0.12	%		0.24	%		0.13	%		0.21	%		0.05	%			0.17	%		0.06	%
Average loans2	$	32,752,406		$	32,639,812		$	32,251,242		$	31,267,836		$	30,732,473			$	32,233,020		$	27,582,530
EOP loans2		32,991,927			32,577,834			32,432,473			31,822,374			31,123,641				32,991,927			31,123,641
ACL on loans / EOP loans2		0.93	%		0.93	%		0.93	%		0.94	%		0.98	%			0.93	%		0.98	%
ACL / EOP loans2		1.03	%		1.03	%		1.04	%		1.05	%		1.08	%			1.03	%		1.08	%
Underperforming Assets:
Loans 90 days and over (still accruing)	$	961		$	1,192		$	303		$	1,231		$	2,650			$	961		$	2,650
NPLs:
Nonaccrual loans3,4		274,821			261,346			295,509			234,337			238,178				274,821			238,178
TDRs still accruing4	N/A			N/A			N/A			N/A				15,313			N/A				15,313
Total NPLs		274,821			261,346			295,509			234,337			253,491				274,821			253,491
Foreclosed assets		9,434			9,761			9,824			10,817			10,845				9,434			10,845
Total underperforming assets	$	285,216		$	272,299		$	305,636		$	246,385		$	266,986			$	285,216		$	266,986
Classified and Criticized Assets:
Nonaccrual loans3	$	274,821		$	261,346		$	295,509		$	234,337		$	238,178			$	274,821		$	238,178
Substandard loans (still accruing)		599,358			563,427			524,709			570,229			504,657				599,358			504,657
Loans 90 days and over (still accruing)		961			1,192			303			1,231			2,650				961			2,650
Total classified loans - "problem loans"		875,140			825,965			820,521			805,797			745,485				875,140			745,485
Other classified assets		48,930			48,998			40,942			26,441			24,735				48,930			24,735
Criticized loans - "special mention loans"		843,920			775,526			614,547			593,307			636,069				843,920			636,069
Total classified and criticized assets	$	1,767,990		$	1,650,489		$	1,476,010		$	1,425,545		$	1,406,289			$	1,767,990		$	1,406,289
Loans 30-89 days past due	$	71,868		$	56,772		$	39,748		$	42,071		$	55,522			$	71,868		$	55,522
NPLs / EOP loans2		0.83	%		0.80	%		0.91	%		0.74	%		0.81	%			0.83	%		0.81	%
ACL to NPLs		123	%		129	%		114	%		142	%		132	%			123	%		132	%
Under-performing assets/EOP loans2		0.86	%		0.84	%		0.94	%		0.77	%		0.86	%			0.86	%		0.86	%
Under-performing assets/EOP assets		0.58	%		0.56	%		0.63	%		0.51	%		0.57	%			0.58	%		0.57	%
30+ day delinquencies/EOP loans2		0.22	%		0.18	%		0.12	%		0.14	%		0.19	%			0.22	%		0.19	%
1 Excludes $0.2 million of expense to establish an allowance on held-to-maturity securities during the first quarter of 2022.
2 Excludes loans held-for-sale.
3 Includes non-accruing TDRs totaling $24.0 million at December 31, 2022.
4 As a result of accounting guidance adopted in 2023, the TDR classification is no longer applicable subsequent to December 31, 2022.
PCD - Purchased credit deteriorated TDR - Troubled debt restructuring

                

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,
		2023			2023			2023			2023			2022				2023			2022
Earnings Per Share:
Net income applicable to common shares	$	128,446		$	143,842		$	151,003		$	142,566		$	196,701			$	565,857		$	414,169
Adjustments:
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	)		—
FDIC special assessment		19,052			—			—			—			—				19,052			—
Tax effect1		(4,628	)		—			—			—			—				(4,628	)		—
FDIC special assessment, net		14,424			—			—			—			—				14,424			—
Merger-related charges2		5,529			6,257			2,372			14,558			20,314				28,716			131,941
Tax effect1		(1,343	)		(1,042	)		(277	)		(3,172	)		(5,160	)			(5,834	)		(36,280	)
Merger-related charges, net		4,186			5,215			2,095			11,386			15,154				22,882			95,661
Contract termination charge		4,413			—			—			—			—				4,413			—
Tax effect1		(1,072	)		—			—			—			—				(1,072	)		—
Contract termination charge, net		3,341			—			—			—			—				3,341			—
Debt Securities (gains) losses		825			241			(17	)		5,216			173				6,265			88
Tax effect1		(200	)		(40	)		2			(1,137	)		(44	)			(1,375	)		(76	)
Debt securities (gains) losses, net		625			201			(15	)		4,079			129				4,890			12
Louisville expenses		—			—			3,361			—			—				3,361			—
Tax effect1		—			—			(392	)		—			—				(392	)		—
Louisville expenses, net		—			—			2,969			—			—				2,969			—
Property optimization charges		—			—			242			1,317			26,818				1,559			26,818
Tax effect1		—			—			(28	)		(287	)		(6,812	)			(315	)		(6,812	)
Property optimization charges, net		—			—			214			1,030			20,006				1,244			20,006
Gain on sale of health savings accounts		—			—			—			—			(90,673	)			—			(90,673	)
Tax effect1		—			—			—			—			23,031				—			23,031
Gain on sale of health savings accounts, net		—			—			—			—			(67,642	)			—			(67,642	)
Day 1 non-PCD		—			—			—			—			—				—			96,270
Tax effect1		—			—			—			—			—				—			(17,550	)
Day 1 non-PCD, net		—			—			—			—			—				—			78,720
Total adjustments, net		6,196			5,416			5,263			16,495			(32,353	)			33,370			126,757
Net income applicable to common shares, adjusted	$	134,642		$	149,258		$	156,266		$	159,061		$	164,348			$	599,227		$	540,926
Weighted average diluted common shares outstanding		292,029			291,717			291,266			292,756			293,131				291,855			276,688
EPS, diluted	$	0.44		$	0.49		$	0.52		$	0.49		$	0.67			$	1.94		$	1.50
Adjusted EPS, diluted	$	0.46		$	0.51		$	0.54		$	0.54		$	0.56			$	2.05		$	1.96
NIM:
Net interest income	$	364,408		$	375,086		$	382,171		$	381,488		$	391,090			$	1,503,153		$	1,327,936
Add: FTE adjustment3		6,100			5,837			5,825			5,666			5,378				23,428			18,414
Net interest income (FTE)	$	370,508		$	380,923		$	387,996		$	387,154		$	396,468			$	1,526,581		$	1,346,350
Average earning assets	$	43,701,283		$	43,617,456		$	43,097,198		$	41,941,913		$	41,206,695			$	43,095,730		$	38,751,786
NIM (GAAP)		3.34	%		3.44	%		3.55	%		3.64	%		3.80	%			3.49	%		3.43	%
NIM (FTE)		3.39	%		3.49	%		3.60	%		3.69	%		3.85	%			3.54	%		3.47	%
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,
		2023			2023			2023			2023			2022				2023			2022
PPNR:
Net interest income (FTE)3	$	370,508		$	380,923		$	387,996		$	387,154		$	396,468			$	1,526,581		$	1,346,350
Add: Noninterest income		100,094			80,938			81,629			70,681			165,037				333,342			399,779
Total revenue (FTE)		470,602			461,861			469,625			457,835			561,505				1,859,923			1,746,129
Less: Noninterest expense		(284,235	)		(244,776	)		(246,584	)		(250,711	)		(282,675	)			(1,026,306	)		(1,038,183	)
PPNR	$	186,367		$	217,085		$	223,041		$	207,124		$	278,830			$	833,617		$	707,946
Adjustments:
Gain on sale of Visa Class B restricted shares	$	(21,635	)	$	—		$	—		$	—		$	—			$	(21,635	)	$	—
Debt securities (gains) losses		825			241			(17	)		5,216			173				6,265			88
Gain on sale of health savings accounts		—			—			—			—			(90,673	)			—			(90,673	)
Noninterest income adjustments		(20,810	)		241			(17	)		5,216			(90,500	)			(15,370	)		(90,585	)
Adjusted noninterest income		79,284			81,179			81,612			75,897			74,537				317,972			309,194
Adjusted revenue	$	449,792		$	462,102		$	469,608		$	463,051		$	471,005			$	1,844,553		$	1,655,544
Adjustments:
FDIC Special Assessment	$	19,052		$	—		$	—		$	—		$	—			$	19,052		$	—
Merger-related charges4		5,529			6,257			2,372			14,558			20,314				28,716			120,928
Contract termination charges		4,413			—			—			—			—				4,413			—
Louisville expenses		—			—			3,361			—			—				3,361			—
Property optimization charges		—			—			242			1,317			26,818				1,559			26,818
Noninterest expense adjustments		28,994			6,257			5,975			15,875			47,132				57,101			147,746
Adjusted total noninterest expense		(255,241	)		(238,519	)		(240,609	)		(234,836	)		(235,543	)			(969,205	)		(890,437	)
Adjusted PPNR	$	194,551		$	223,583		$	228,999		$	228,215		$	235,462			$	875,348		$	765,107
Efficiency Ratio:
Noninterest expense	$	284,235		$	244,776		$	246,584		$	250,711		$	282,675			$	1,026,306		$	1,038,183
Less: Amortization of intangibles		(5,869	)		(6,040	)		(6,060	)		(6,186	)		(6,787	)			(24,155	)		(25,857	)
Noninterest expense, excl. amortization of intangibles		278,366			238,736			240,524			244,525			275,888				1,002,151			1,012,326
Less: Amortization of tax credit investments		(7,200	)		(2,644	)		(2,762	)		(2,761	)		(5,258	)			(15,367	)		(10,961	)
Less: Noninterest expense adjustments		(28,994	)		(6,257	)		(5,975	)		(15,875	)		(47,132	)			(57,101	)		(147,746	)
Adjusted noninterest expense, excluding amortization	$	242,172		$	229,835		$	231,787		$	225,889		$	223,498			$	929,683		$	853,619
Total revenue (FTE)3	$	470,602		$	461,861		$	469,625		$	457,835		$	561,505			$	1,859,923		$	1,746,129
Less: Debt securities (gains) losses		825			241			(17	)		5,216			173				6,265			88
Total revenue excl. debt securities (gains) losses		471,427			462,102			469,608			463,051			561,678				1,866,188			1,746,217
Less: Gain on sale of Visa Class B restricted shares		(21,635	)		—			—			—			—				(21,635	)		—
Less: Gain on sale of health savings accounts		—			—			—			—			(90,673	)			—			(90,673	)
Total adjusted revenue	$	449,792		$	462,102		$	469,608		$	463,051		$	471,005			$	1,844,553		$	1,655,544
Efficiency Ratio		59.0	%		51.7	%		51.2	%		52.8	%		49.1	%			53.7	%		58.0	%
Adjusted Efficiency Ratio		53.8	%		49.7	%		49.4	%		48.8	%		47.5	%			50.4	%		51.6	%
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,
		2023			2023			2023			2023			2022				2023			2022
ROAE and ROATCE:
Net income applicable to common shares	$	128,446		$	143,842		$	151,003		$	142,566		$	196,701			$	565,857		$	414,169
Amortization of intangibles		5,869			6,040			6,060			6,186			6,787				24,155			25,857
Tax effect1		(1,467	)		(1,510	)		(1,515	)		(1,547	)		(1,697	)			(6,039	)		(6,139	)
Amortization of intangibles, net		4,402			4,530			4,545			4,639			5,090				18,116			19,718
Net income applicable to common shares, excluding intangibles amortization		132,848			148,372			155,548			147,205			201,791				583,973			433,887
Total adjustments, net (see pg.12)		6,196			5,416			5,263			16,495			(32,353	)			33,370			126,757
Adjusted net income applicable to common shares, excluding intangibles amortization	$	139,044		$	153,788		$	160,811		$	163,700		$	169,438			$	617,343		$	560,644
Average shareholders' equity	$	5,281,487		$	5,294,072		$	5,273,802		$	5,166,188		$	4,936,582			$	5,254,313		$	4,857,496
Less: Average preferred equity		(243,719	)		(243,719	)		(243,719	)		(243,719	)		(243,719	)			(243,719	)		(212,525	)
Average shareholders' common equity	$	5,037,768		$	5,050,353		$	5,030,083		$	4,922,469		$	4,692,863			$	5,010,594		$	4,644,971
Average goodwill and other intangible assets		(2,103,935	)		(2,109,944	)		(2,115,894	)		(2,122,157	)		(2,132,480	)			(2,112,924	)		(1,989,466	)
Average tangible shareholder's common equity	$	2,933,833		$	2,940,409		$	2,914,189		$	2,800,312		$	2,560,383			$	2,897,670		$	2,655,505
ROAE		10.2	%		11.4	%		12.0	%		11.6	%		16.8	%			11.3	%		8.9	%
ROAE, adjusted		10.7	%		11.8	%		12.4	%		12.9	%		14.0	%			12.0	%		11.6	%
ROATCE		18.1	%		20.2	%		21.4	%		21.0	%		31.5	%			20.2	%		16.3	%
ROATCE, adjusted		19.0	%		20.9	%		22.1	%		23.4	%		26.5	%			21.3	%		21.1	%
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,
		2023			2023			2023			2023			2022
Tangible Common Equity:
Shareholders' equity	$	5,562,900		$	5,239,537		$	5,292,095		$	5,277,426		$	5,128,595
Less: Preferred equity		(243,719	)		(243,719	)		(243,719	)		(243,719	)		(243,719	)
Shareholders' common equity	$	5,319,181		$	4,995,818		$	5,048,376		$	5,033,707		$	4,884,876
Less: Goodwill and other intangible assets		(2,100,966	)		(2,106,835	)		(2,112,875	)		(2,118,935	)		(2,125,121	)
Tangible shareholders' common equity	$	3,218,215		$	2,888,983		$	2,935,501		$	2,914,772		$	2,759,755
Total assets	$	49,089,836		$	49,059,448		$	48,496,755		$	47,842,644		$	46,763,372
Less: Goodwill and other intangible assets		(2,100,966	)		(2,106,835	)		(2,112,875	)		(2,118,935	)		(2,125,121	)
Tangible assets	$	46,988,870		$	46,952,613		$	46,383,880		$	45,723,709		$	44,638,251
Risk-weighted assets5	$	37,407,347		$	37,501,646		$	37,414,177		$	36,801,707		$	35,950,900
Tangible common equity to tangible assets		6.85	%		6.15	%		6.33	%		6.37	%		6.18	%
Tangible common equity to risk-weighted assets5		8.60	%		7.70	%		7.85	%		7.92	%		7.68	%
Tangible Common Book Value:
Common shares outstanding		292,655			292,586			292,597			291,922			292,903
Tangible common book value	$	11.00		$	9.87		$	10.03		$	9.98		$	9.42
1 Tax-effect calculations use management's estimate of the full year FTE tax rates (federal + state). 2 Includes $11.0 million of provision for unfunded commitments for the twelve months ended December 31, 2022. 3 Calculated using the federal statutory tax rate in effect of 21% for all periods. 4 Excludes $11.0 million of provision for unfunded commitments that is included in provision for credit losses for the twelve months ended December 31, 2022. 5 December 31, 2023 figures are preliminary.