Old National Bancorp(ONB) - 2024 Q2 - Quarterly Report

FORM 10-Q Filing Information This document is a Quarterly Report on Form 10-Q for Old National Bancorp, covering the period ended June 30, 2024, with the company identified as an accelerated filer and not a shell company - Old National Bancorp is an accelerated filer and not a shell company[50][51] Common Stock Outstanding (July 31, 2024) | Metric | Value | | :----- | :---- | | Common Stock Outstanding (July 31, 2024) | 318,970,000 shares | GLOSSARY OF ABBREVIATIONS AND ACRONYMS Glossary This section provides a glossary of abbreviations and acronyms used throughout the report, including terms related to accounting standards, regulatory bodies, and company-specific entities - The report includes a glossary of abbreviations and acronyms for clarity, covering accounting standards, regulatory bodies, and company-specific terms[71][72][54] PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited consolidated financial statements of Old National Bancorp, including balance sheets, statements of income, comprehensive income, changes in shareholders' equity, and cash flows, along with detailed notes Consolidated Balance Sheets Consolidated Balance Sheet Highlights (June 30, 2024 vs. December 31, 2023) | Metric (dollars in thousands) | June 30, 2024 | December 31, 2023 | Change | % Change | | :---------------------------- | :------------ | :---------------- | :----- | :------- | | Total assets | $53,119,645 | $49,089,836 | $4,029,809 | 8.2% | | Total loans, net | $35,784,178 | $32,684,317 | $3,099,861 | 9.5% | | Total deposits | $39,999,228 | $37,235,180 | $2,764,048 | 7.4% | | Total liabilities | $47,044,573 | $43,526,936 | $3,517,637 | 8.1% | | Total shareholders' equity | $6,075,072 | $5,562,900 | $512,172 | 9.2% | Consolidated Statements of Income Consolidated Statements of Income Highlights (Three and Six Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | % Change (3M) | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | % Change (6M) | | :---------------------------- | :--------------------------- | :--------------------------- | :------------ | :--------------------------- | :--------------------------- | :------------ | | Total interest income | $663,663 | $544,902 | 21.8% | $1,259,644 | $1,040,551 | 21.1% | | Total interest expense | $275,242 | $162,731 | 69.1% | $514,765 | $276,892 | 85.9% | | Net interest income | $388,421 | $382,171 | 1.6% | $744,879 | $763,659 | -2.5% | | Provision for credit losses | $36,214 | $14,787 | 144.9% | $55,105 | $28,224 | 95.2% | | Total noninterest income | $87,271 | $81,629 | 6.9% | $164,793 | $152,310 | 8.2% | | Total noninterest expense | $282,999 | $246,584 | 14.8% | $545,316 | $497,295 | 9.7% | | Net income | $121,229 | $155,036 | -21.8% | $241,513 | $301,636 | -19.9% | | Net income per common share - diluted | $0.37 | $0.52 | -28.8% | $0.77 | $1.01 | -23.8% | Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Comprehensive Income (Loss) Highlights (Three and Six Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :---------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $121,229 | $155,036 | $241,513 | $301,636 | | Other comprehensive income (loss), net of tax | $(11,780) | $(100,275) | $(52,599) | $(22,211) | | Comprehensive income (loss) | $109,449 | $54,761 | $188,914 | $279,425 | Consolidated Statements of Changes in Shareholders' Equity Shareholders' Equity Changes (December 31, 2023 to June 30, 2024) | Metric (dollars in thousands) | December 31, 2023 | March 31, 2024 | June 30, 2024 | | :---------------------------- | :---------------- | :------------- | :------------ | | Total Shareholders' Equity | $5,562,900 | $5,595,408 | $6,075,072 | | Net income | — | $120,284 | $121,229 | | Other comprehensive income (loss) | $(40,819) | $(40,819) | $(11,780) | | Acquisition of CapStar Financial Holdings, Inc. | — | — | $417,598 | | Common stock issued | $265 | $265 | $265 | | Common stock repurchased | $(7,182) | $(7,182) | $(1,276) | | Cash dividends | $(45,094) | $(45,094) | $(48,689) | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :---------------------------- | :--------------------------- | :--------------------------- | | Net cash flows provided by operating activities | $265,213 | $214,716 | | Net cash flows provided by (used in) investing activities | $(956,643) | $(1,291,142) | | Net cash flows provided by (used in) financing activities | $749,418 | $1,545,900 | | Net increase (decrease) in cash and cash equivalents | $57,988 | $469,474 | | Cash and cash equivalents at beginning of period | $1,175,058 | $728,412 | | Cash and cash equivalents at end of period | $1,233,046 | $1,197,886 | Notes to Consolidated Financial Statements Note 1. Basis of Presentation The unaudited consolidated financial statements are prepared in conformity with GAAP and banking industry practices, requiring management estimates and assumptions, with interim results not necessarily representing annual results - The unaudited consolidated financial statements are prepared in conformity with GAAP and banking industry practices, requiring management estimates and assumptions. Interim results do not necessarily represent annual results[80] Note 2. Recent Accounting Pronouncements Old National adopted ASU 2022-03 and ASU 2023-02 on January 1, 2024, with no material impact, and is evaluating ASU 2023-07 and ASU 2023-09 for future adoption - Old National adopted ASU 2022-03 (Fair Value Measurement) and ASU 2023-02 (Investments—Equity Method and Joint Ventures) on January 1, 2024, with no material impact on financial statements. The company is evaluating ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Taxes) for future adoption[64][105][84][108] - Substantially all LIBOR exposure has been addressed, and remaining LIBOR-based contracts are expected to transition to alternate reference rates by their next reset dates, with no material impact anticipated[65][106] Note 3. Acquisition and Divestiture Activity Old National completed the all-stock acquisition of CapStar Financial Holdings, Inc. on April 1, 2024, strengthening its presence in Nashville and adding high-growth markets - Old National completed the acquisition of CapStar Financial Holdings, Inc. on April 1, 2024, in an all-stock transaction, strengthening its presence in Nashville and adding high-growth markets[109][282] CapStar Acquisition Financials (April 1, 2024) | Metric (dollars in thousands) | Amount | | :---------------------------- | :----- | | Total assets acquired | $3,108,165 | | Total liabilities assumed | $2,690,567 | | Fair value of consideration (24.0M shares at $17.41/share) | $417,598 | | Goodwill | $171,993 | | Other intangible assets (core deposit intangible) | $46,125 | | CECL Day 1 non-PCD provision expense | $15,312 | - Merger-related charges for the CapStar acquisition totaled $19.4 million (three months) and $22.3 million (six months) ended June 30, 2024[88] Note 4. Net Income Per Common Share Basic and diluted net income per common share are calculated using the two-class method, with adjustments for dilutive securities like restricted stock - Basic and diluted net income per common share are calculated using the two-class method, with adjustments for dilutive securities like restricted stock[113] Net Income Per Common Share (Three and Six Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :---------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income applicable to common shares | $117,196 | $151,003 | $233,446 | $293,569 | | Weighted average diluted shares outstanding | 316,461 | 291,266 | 304,207 | 291,870 | | Diluted Net Income Per Common Share | $0.37 | $0.52 | $0.77 | $1.01 | Note 5. Investment Securities The investment securities portfolio includes available-for-sale and held-to-maturity securities, with a majority in unrealized loss positions due to interest rate fluctuations, and also covers equity and alternative investments Investment Securities Portfolio (June 30, 2024) | Security Type (dollars in thousands) | Amortized Cost | Fair Value | Unrealized Gains | Unrealized Losses | | :----------------------------------- | :------------- | :--------- | :--------------- | :---------------- | | Available-for-Sale | | | | | | U.S. Treasury | $265,745 | $205,308 | $8 | $(10,940) | | U.S. government-sponsored entities and agencies | $1,442,132 | $1,172,294 | — | $(187,768) | | Mortgage-backed securities - Agency | $5,571,763 | $4,888,456 | $2,244 | $(685,551) | | States and political subdivisions | $550,897 | $523,315 | $121 | $(28,267) | | Pooled trust preferred securities | $13,802 | $11,298 | — | $(2,504) | | Other securities | $324,169 | $304,807 | $216 | $(19,578) | | Total available-for-sale | $8,168,508 | $7,105,478 | $2,589 | $(934,608) | | Held-to-Maturity | | | | | | U.S. government-sponsored entities and agencies | $829,402 | $662,331 | — | $(167,071) | | Mortgage-backed securities - Agency | $1,001,915 | $838,289 | — | $(163,626) | | States and political subdivisions | $1,155,282 | $1,012,032 | $469 | $(143,719) | | Total held-to-maturity | $2,986,449 | $2,512,502 | $469 | $(474,416) | - At June 30, 2024, 2,792 out of 3,039 securities in the portfolio were in an unrealized loss position, primarily due to interest rate fluctuations. Management has no intent to sell these securities and does not expect to be required to sell them prior to anticipated recovery[147] - Equity securities with readily determinable fair values increased to $85.5 million at June 30, 2024, from $80.4 million at December 31, 2023. Losses on equity securities were $0.4 million for the three months and $0.1 million for the six months ended June 30, 2024[148] - Alternative investments without readily determinable fair values, included in other assets, totaled $514.8 million at June 30, 2024, up from $449.3 million at December 31, 2023. These include investments in affordable housing and economic development initiatives[122] Note 6. Loans and Allowance for Credit Losses Old National's loan portfolio is diversified across commercial, real estate, and consumer segments, concentrated in the Midwest and Southeast, with detailed reporting on allowance for credit losses and nonaccrual loans - Old National's loan portfolio primarily consists of commercial, commercial real estate, residential real estate, and consumer loans, diversified across industries and concentrated in the Midwest and Southeast regions. Loan participations totaled $3.5 billion at June 30, 2024, with $1.9 billion retained[123][97] Allowance for Credit Losses on Loans (Three and Six Months Ended June 30, 2024) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :---------------------------- | :--------------------------- | :--------------------------- | | Balance at beginning of period | $319,713 | $307,610 | | Allowance Established for PCD Acquired Loans | $23,922 | $23,922 | | Charge-offs | $(17,041) | $(31,061) | | Recoveries | $2,996 | $5,266 | | Provision for Loan Losses | $36,745 | $60,598 | | Balance at end of period | $366,335 | $366,335 | - The allowance for credit losses on unfunded loan commitments was $25.7 million at June 30, 2024, a decrease from $31.2 million at December 31, 2023. This includes a $1.8 million increase due to the CapStar transaction[166][361][257] Nonaccrual and Past Due Loans (June 30, 2024 vs. December 31, 2023) | Metric (dollars in thousands) | June 30, 2024 | December 31, 2023 | | :---------------------------- | :------------ | :---------------- | | Total nonaccrual loans | $340,181 | $274,821 | | Total past due loans (90 days or more and still accruing) | $5,251 | $961 | | Total collateral dependent loans | $321,815 | $267,954 | - Financial difficulty modifications primarily involved term extensions, totaling $62.1 million for the three months and $88.3 million for the six months ended June 30, 2024. Payment defaults on modified loans totaled $27.0 million in Q2 2024[178][179] Note 7. Leases Old National holds operating and finance leases for various assets, with non-lease components generally accounted for separately, and provides detailed lease expense and liability figures - Old National has operating and finance leases for land, office space, banking centers, and equipment, generally for 5 to 20 years. Non-lease components are typically accounted for separately, except for certain equipment leases[431][182] Lease Expense Components (Three and Six Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :---------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease cost | $8,268 | $7,469 | $16,094 | $16,107 | | Finance lease cost | $1,741 | $921 | $2,673 | $1,781 | | Sub-lease income | $(123) | $(102) | $(248) | $(162) | | Total lease expense | $9,886 | $8,288 | $18,519 | $17,726 | Lease Liabilities and Terms (June 30, 2024 vs. December 31, 2023) | Metric | June 30, 2024 | December 31, 2023 | | :---------------------------- | :------------ | :---------------- | | Operating lease liabilities | $213,119 | $204,960 | | Finance lease liabilities | $34,114 | $20,955 | | Weighted-Average Remaining Lease Term (Operating) | 8.2 years | 8.5 years | | Weighted-Average Remaining Lease Term (Finance) | 7.2 years | 10.5 years | Note 8. Goodwill and Other Intangible Assets Goodwill increased significantly due to the CapStar acquisition, with no impairment identified, and other intangible assets primarily consist of core deposit and customer trust relationships - Goodwill increased by $172.0 million during the three months ended June 30, 2024, due to the CapStar acquisition, reaching $2.17 billion. No goodwill impairment was identified[184][205] Other Intangible Assets (June 30, 2024 vs. December 31, 2023) | Intangible Asset (dollars in thousands) | June 30, 2024 Net Carrying Amount | December 31, 2023 Net Carrying Amount | | :-------------------------------------- | :-------------------------------- | :------------------------------------ | | Core deposit | $106,099 | $70,571 | | Customer trust relationships | $29,396 | $31,679 | | Total other intangible assets | $135,495 | $102,250 | - Amortization expense for intangible assets was $7.4 million (three months) and $12.9 million (six months) ended June 30, 2024, an increase from $6.1 million and $12.2 million in the prior year periods, respectively[186] Note 9. Qualified Affordable Housing Projects and Other Tax Credit Investments Old National invests in tax-advantaged limited partnerships for affordable housing, renewable energy, and community revitalization, with total investments increasing to $239.9 million at June 30, 2024 - Old National invests in tax-advantaged limited partnerships for affordable housing, renewable energy, and community revitalization projects. Total investments increased to $239.9 million at June 30, 2024, from $197.1 million at December 31, 2023[225][187] Tax Credit Investments (June 30, 2024 vs. December 31, 2023) | Investment Type (dollars in thousands) | June 30, 2024 Investment | June 30, 2024 Unfunded Commitment | December 31, 2023 Investment | December 31, 2023 Unfunded Commitment | | :------------------------------------- | :----------------------- | :-------------------------------- | :--------------------------- | :------------------------------------ | | LIHTC | $158,955 | $90,134 | $114,991 | $75,981 | | FHTC | $32,030 | $26,345 | $34,220 | $27,421 | | NMTC | $48,875 | — | $47,727 | — | | Renewable Energy | $4 | — | $201 | — | | Total | $239,864 | $116,479 | $197,139 | $103,402 | Amortization Expense and Tax Benefit (Three and Six Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 Expense | 3 Months Ended June 30, 2024 Tax Benefit | 6 Months Ended June 30, 2024 Expense | 6 Months Ended June 30, 2024 Tax Benefit | | :---------------------------- | :----------------------------------- | :--------------------------------------- | :----------------------------------- | :--------------------------------------- | | LIHTC | $2,780 | $(3,743) | $5,265 | $(7,074) | | FHTC | $728 | $(690) | $1,262 | $(1,353) | | NMTC | $2,546 | $(3,175) | $5,092 | $(6,350) | | Renewable Energy | $11 | — | $197 | — | | Total | $6,065 | $(7,608) | $11,816 | $(14,777) | Note 10. Securities Sold Under Agreements to Repurchase Securities sold under agreements to repurchase are secured borrowings, collateralized by investment securities, with an outstanding amount of $240.7 million at June 30, 2024 - Securities sold under agreements to repurchase are secured borrowings, collateralized by investment securities. The outstanding amount at June 30, 2024, was $240.7 million, with a weighted-average interest rate of 3.41% at period end[228][210] Securities Sold Under Repurchase Agreements (June 30, 2024 vs. December 31, 2023) | Metric (dollars in thousands) | June 30, 2024 | December 31, 2023 | | :---------------------------- | :------------ | :---------------- | | Outstanding at period end | $240,713 | $285,206 | | Average amount outstanding during the period | $273,088 | $376,298 | | Weighted-average interest rate (during period) | 1.15% | 0.90% | | Weighted-average interest rate (at period end) | 3.41% | 3.64% | Note 11. Federal Home Loan Bank Advances FHLB advances increased to $4.74 billion at June 30, 2024, from $4.28 billion at December 31, 2023, collateralized by designated assets - FHLB advances increased to $4.74 billion at June 30, 2024, from $4.28 billion at December 31, 2023, with a weighted-average rate of 3.84%. These advances are collateralized by designated assets[229][210] FHLB Advances by Maturity (June 30, 2024) | Maturity Bucket (dollars in thousands) | Amount | | :------------------------------------- | :----- | | Due in 2024 | $450,243 | | Due in 2025 | $550,285 | | Due in 2026 | $100,000 | | Due in 2028 | $650,000 | | Thereafter | $3,025,000 | | Fair value hedge basis adjustments and unamortized prepayment fees | $(30,968) | | Total | $4,744,560 | Note 12. Other Borrowings Total other borrowings increased to $849.8 million at June 30, 2024, including senior unsecured notes, subordinated debentures, and finance lease liabilities - Total other borrowings increased to $849.8 million at June 30, 2024, from $764.9 million at December 31, 2023. This includes senior unsecured notes, subordinated debentures, junior subordinated debentures, leveraged loans for NMTC, and finance lease liabilities[231] Other Borrowings by Maturity (June 30, 2024) | Maturity Bucket (dollars in thousands) | Amount | | :------------------------------------- | :----- | | Due in 2024 | $307,099 | | Due in 2025 | $19,784 | | Due in 2026 | $155,280 | | Due in 2027 | $3,795 | | Due in 2028 | $2,518 | | Thereafter | $345,568 | | Unamortized debt issuance costs and other basis adjustments | $15,733 | | Total | $849,777 | - Junior subordinated debentures, totaling $136.6 million, qualify as Tier 2 capital and have variable rates tied to 3-month SOFR plus spreads, maturing between 2031 and 2037[232][234] Note 13. Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) reflects changes from other comprehensive income before reclassifications and amounts reclassified to net income Changes in AOCI (Three and Six Months Ended June 30, 2024) | AOCI Component (dollars in thousands) | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | | Balance at beginning of period | $(779,628) | $(738,809) | | Other comprehensive income (loss) before reclassifications | $(18,562) | $(66,230) | | Amounts reclassified from AOCI to income | $6,782 | $13,631 | | Balance at end of period | $(791,408) | $(791,408) | - Total reclassifications from AOCI to net income for the three months ended June 30, 2024, resulted in a $(6.8) million impact, primarily from amortization of unrealized losses on held-to-maturity securities and gains/losses on hedges[217] Note 14. Income Taxes Income tax expense and effective tax rates decreased in 2024 compared to 2023, reflecting lower pre-tax income and state taxes, alongside increased tax credits Income Tax Expense and Effective Tax Rate (Three and Six Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :---------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income tax expense | $35,250 | $47,393 | $67,738 | $88,814 | | Effective tax rate | 22.5% | 23.4% | 21.9% | 22.8% | - The decrease in effective tax rates for both periods in 2024 compared to 2023 reflects lower pre-tax book income and state income taxes, combined with an increase in tax credits[341] - Net deferred tax assets increased to $456.4 million at June 30, 2024, from $423.3 million at December 31, 2023, with no valuation allowance required. Federal net operating loss carryforwards totaled $75.3 million[219][239] Note 15. Derivative Financial Instruments Old National utilizes derivative instruments, including interest rate swaps, collars, caps, and floors, for interest rate risk management, with fair value changes recognized based on hedge designation - Old National uses derivative instruments (interest rate swaps, collars, caps, floors) for interest rate risk management, with changes in fair value recognized in AOCI for cash flow hedges and concurrently in earnings for fair value hedges[240][241][222] Derivatives Designated as Hedges (June 30, 2024 vs. December 31, 2023) | Derivative Type (dollars in thousands) | June 30, 2024 Notional | June 30, 2024 Fair Value Assets | June 30, 2024 Fair Value Liabilities | December 31, 2023 Notional | December 31, 2023 Fair Value Assets | December 31, 2023 Fair Value Liabilities | | :------------------------------------- | :--------------------- | :------------------------------ | :----------------------------------- | :------------------------- | :---------------------------------- | :--------------------------------------- | | Interest rate swaps, collars, and floors on loan pools (Cash Flow) | $1,800,000 | $2,276 | $17,662 | $1,600,000 | $10,472 | $6,014 | | Interest rate swaps on borrowings (Cash Flow) | $150,000 | — | — | $150,000 | — | — | | Interest rate swaps on investment securities (Fair Value) | $998,107 | — | — | $998,107 | — | — | | Interest rate swaps on borrowings (Fair Value) | $1,100,000 | $1,777 | — | $900,000 | — | — | | Total Fair Value | | $4,053 | $17,662 | | $10,472 | $6,014 | - Derivatives not designated as hedges, including interest rate lock commitments, forward mortgage loan contracts, and customer/counterparty interest rate swaps, had a total fair value of assets of $164.6 million and liabilities of $277.2 million at June 30, 2024[271] Note 16. Commitments, Contingencies, and Financial Guarantees Old National is involved in ordinary course legal proceedings, issues standby letters of credit as financial guarantees, and manages unfunded loan commitments totaling $8.79 billion - Old National is involved in legal proceedings in the ordinary course of business, but management does not expect material adverse effects from pending litigation[254] - The company issues standby letters of credit as financial guarantees, which are contingent upon client failure to perform. Credit risk is managed similarly to loans. Unfunded loan commitments totaled $8.79 billion at June 30, 2024, with 3% fixed rates and the remainder floating[255][256][257][1] Unfunded Loan Commitments and Standby Letters of Credit (June 30, 2024 vs. December 31, 2023) | Metric (dollars in thousands) | June 30, 2024 | December 31, 2023 | | :---------------------------- | :------------ | :---------------- | | Unfunded loan commitments | $8,789,910 | $8,912,587 | | Standby letters of credit | $184,482 | $192,237 | Note 17. Fair Value Fair value is measured using a three-level hierarchy based on input observability, with detailed recurring and non-recurring measurements for financial assets and liabilities - Fair value is measured using a three-level hierarchy based on input observability: Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs), and Level 3 (significant unobservable inputs)[258][3] Recurring Fair Value Measurements (June 30, 2024) | Asset/Liability (dollars in thousands) | Carrying Value | Level 1 | Level 2 | Level 3 | | :------------------------------------- | :------------- | :------ | :------ | :------ | | Financial Assets | | | | | | Equity securities | $85,521 | $85,521 | — | — | | Investment securities available-for-sale | $7,105,478 | $205,308 | $6,899,968 | — | | Loans held-for-sale | $66,126 | — | $66,126 | — | | Derivative assets | $168,604 | — | $168,604 | — | | Financial Liabilities | | | | | | Derivative liabilities | $294,846 | — | $294,846 | — | Non-Recurring Fair Value Measurements (June 30, 2024) | Asset (dollars in thousands) | Carrying Value | Level 1 | Level 2 | Level 3 | | :--------------------------- | :------------- | :------ | :------ | :------ | | Collateral Dependent Loans | $131,746 | — | — | $131,746 | | Foreclosed Assets | $1,040 | — | — | $1,040 | - Collateral dependent commercial and commercial real estate loans are valued using discounted cash flows based on underlying collateral appraisals, with adjustments for property type, appraisal age, and current status. These loans had a principal amount of $163.2 million and a valuation allowance of $31.4 million at June 30, 2024[8] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition for the three and six months ended June 30, 2024, covering key financial highlights, non-GAAP measures, results of operations, financial condition, risk management, and critical accounting estimates Forward-Looking Statements The report contains forward-looking statements regarding financial condition, results of operations, and business plans, which are subject to various risks and uncertainties - The report contains forward-looking statements regarding financial condition, results of operations, asset and credit quality trends, profitability, and business plans, which are subject to various risks and uncertainties[24] - Key risk factors include competition, government regulations, liquidity position changes, economic conditions, inflation, market/credit/interest rate risks, merger integration, operational risks (cybersecurity, technology), and changes in accounting/tax/regulatory practices[24] Financial Highlights This section presents key financial performance metrics and trends, including net interest income, provision for credit losses, noninterest income and expense, net income, and balance sheet items over recent quarters and year-to-date periods Financial Highlights (Quarterly Trends) | Metric (dollars in thousands) | June 30, 2024 | March 31, 2024 | December 31, 2023 | September 30, 2023 | June 30, 2023 | | :---------------------------- | :------------ | :------------- | :---------------- | :----------------- | :------------ | | Net interest income | $388,421 | $356,458 | $364,408 | $375,086 | $382,171 | | Provision for credit losses | $36,214 | $18,891 | $11,595 | $19,068 | $14,787 | | Noninterest income | $87,271 | $77,522 | $100,094 | $80,938 | $81,629 | | Noninterest expense | $282,999 | $262,317 | $284,235 | $244,776 | $246,584 | | Net income available to common shareholders | $117,196 | $116,250 | $128,446 | $143,842 | $151,003 | | Net income (diluted) per share | $0.37 | $0.40 | $0.44 | $0.49 | $0.52 | | Total loans | $36,150,513 | $33,623,319 | $32,991,927 | $32,577,834 | $32,432,473 | | Total assets | $53,119,645 | $49,534,918 | $49,089,836 | $49,059,448 | $48,496,755 | | Total deposits | $39,999,228 | $37,699,418 | $37,235,180 | $37,252,676 | $36,231,315 | | Return on average assets | 0.92% | 0.98% | 1.09% | 1.22% | 1.29% | | Net interest margin | 3.33% | 3.28% | 3.39% | 3.49% | 3.60% | | Efficiency ratio | 57.17% | 58.34% | 59.05% | 51.66% | 51.22% | Financial Highlights (Year-to-Date Trends) | Metric (dollars in thousands) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :---------------------------- | :----------------------------- | :----------------------------- | | Net interest income | $744,879 | $763,659 | | Provision for credit losses | $55,105 | $28,224 | | Noninterest income | $164,793 | $152,310 | | Noninterest expense | $545,316 | $497,295 | | Net income available to common shareholders | $233,446 | $293,569 | | Net income (diluted) per share | $0.77 | $1.01 | | Total loans | $36,150,513 | $32,432,473 | | Total assets | $53,119,645 | $48,496,755 | | Total deposits | $39,999,228 | $36,231,315 | | Return on average assets | 0.95% | 1.27% | | Net interest margin | 3.31% | 3.65% | | Efficiency ratio | 57.73% | 52.01% | Non-GAAP Financial Measures Old National provides non-GAAP performance results, such as adjusted net income per common share and tangible common equity measures, to assist users in assessing operating performance and facilitating peer comparisons - Old National provides non-GAAP performance results, such as adjusted net income per common share, taxable equivalent net interest income, and tangible common equity measures, to assist users in assessing operating performance and facilitating peer comparisons[31][32][33][34] - Adjustments to GAAP net income include merger-related charges, CECL Day 1 non-PCD provision expense, debt securities gains/losses, pension asset distribution expense, FDIC special assessment, and other non-core operational items[32] Adjusted Net Income Per Common Share (Three Months Ended June 30, 2024 vs. 2023) | Metric (dollars in thousands) | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | | :---------------------------- | :--------------------------- | :--------------------------- | | Net income applicable to common shares | $117,196 | $151,003 | | Total Adjustments (pre-tax) | $34,790 | $5,990 | | Tax effect on adjustments | $(7,888) | $(695) | | Adjusted net income applicable to common shares | $144,058 | $156,266 | | Adjusted net income per common share, diluted | $0.46 | $0.54 | Tangible Common Book Value (June 30, 2024 vs. June 30, 2023) | Metric (dollars in thousands) | June 30, 2024 | June 30, 2023 | | :---------------------------- | :------------ | :------------ | | Shareholders' common equity | $5,831,353 | $5,048,376 | | Deduct: Goodwill and intangible assets | $2,306,204 | $2,112,875 | | Tangible shareholders' common equity | $3,525,149 | $2,935,501 | | Period end common shares | 318,969 | 292,597 | | Tangible common book value | $11.05 | $10.03 | Executive Summary Old National Bancorp reported strong Q2 2024 results with growth in total loans and deposits, increased net interest income, strong credit quality, and disciplined expense management, despite merger-related expenses - Old National Bancorp, the sixth largest commercial bank headquartered in the Midwest, reported strong Q2 2024 results with growth in total loans and deposits, increased net interest income, strong credit quality, and disciplined expense management[47][296] Q2 2024 Financial Highlights (vs. Q1 2024) | Metric (dollars in millions) | Q2 2024 | Q1 2024 | Change | | :--------------------------- | :------ | :------ | :----- | | Net income applicable to common shareholders | $117.2 | $116.3 | $0.9 | | Diluted EPS | $0.37 | $0.40 | $(0.03) | | Adjusted diluted EPS | $0.46 | $0.45 | $0.01 | | Total loans (excluding HFS) | $36.2B | $33.6B | $2.6B | | Total deposits | $40.0B | $37.7B | $2.3B | | Net interest income | $388.4 | $356.5 | $31.9 | | Noninterest income | $87.3 | $77.5 | $9.8 | | Noninterest expense (adjusted) | $263.6 | $243.1 | $20.5 | - Q2 2024 results were impacted by $19.4 million in pre-tax merger-related expenses and $15.3 million of CECL Day 1 non-PCD provision expense related to the CapStar acquisition[278][279] Results of Operations Net interest income increased for the three months ended June 30, 2024, driven by the CapStar acquisition and loan growth, while provision for credit losses and noninterest expenses also rose, and the effective tax rate decreased - Net interest income increased 1.6% for the three months ended June 30, 2024, compared to the same period in 2023, driven by the CapStar acquisition and loan growth, but decreased 2.5% for the six-month period due to higher interest-bearing liability costs[301][290] Net Interest Income and Margin (Taxable Equivalent Basis) | Metric (Tax equivalent basis) | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :---------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net interest income | $394,761 | $387,996 | $757,472 | $775,150 | | Net interest margin | 3.33% | 3.60% | 3.31% | 3.65% | - The provision for credit losses increased significantly to $36.2 million (three months) and $55.1 million (six months) ended June 30, 2024, primarily due to loan growth, macroeconomic factors, and a $15.3 million allowance for non-PCD loans from the CapStar acquisition[335][311] - Noninterest income increased 6.9% (three months) and 8.2% (six months) ended June 30, 2024, largely due to the CapStar acquisition, higher wealth fees, and mortgage banking revenue, partially offset by lower capital markets income[301][336][312][337] - Noninterest expense increased 14.8% (three months) and 9.7% (six months) ended June 30, 2024, driven by CapStar operating costs and higher salary and employee benefits, with significant merger-related expenses and other one-time charges[301][314][315][340] - The effective tax rate decreased to 22.5% (three months) and 21.9% (six months) ended June 30, 2024, reflecting lower pre-tax income and state taxes combined with increased tax credits[341] Financial Condition Total assets increased by $4.0 billion to $53.1 billion at June 30, 2024, driven by the CapStar acquisition and loan growth, with investment securities comprising 22% of earning assets and shareholders' equity also rising - Total assets increased by $4.0 billion to $53.1 billion at June 30, 2024, compared to December 31, 2023, primarily due to the CapStar acquisition and disciplined loan growth[317] - Earning assets increased by $3.6 billion to $47.6 billion at June 30, 2024, with investment securities comprising 22% of earning assets. The investment securities portfolio had net unrealized losses of $932.0 million (available-for-sale) and $473.9 million (held-to-maturity) at June 30, 2024[318][342][320] Loan Portfolio Composition (June 30, 2024 vs. December 31, 2023) | Loan Type (dollars in thousands) | June 30, 2024 | December 31, 2023 | $ Change | % Change | | :------------------------------- | :------------ | :---------------- | :------- | :------- | | Commercial | $10,332,631 | $9,512,230 | $820,401 | 8.6% | | Commercial real estate | $16,016,958 | $14,140,629 | $1,876,329 | 13.3% | | Residential real estate | $6,894,957 | $6,699,443 | $195,514 | 2.9% | | Consumer | $2,905,967 | $2,639,625 | $266,342 | 10.1% | | Total loans | $36,150,513 | $32,991,927 | $3,158,586 | 9.6% | - Commercial and commercial real estate loans represent 55% of earning assets. The increase in these loans was driven by the CapStar acquisition and disciplined loan production. Approximately 27% of the commercial real estate portfolio is owner-occupied[322][349] Total Funding (Deposits and Wholesale Borrowings) (June 30, 2024 vs. December 31, 2023) | Funding Source (dollars in thousands) | June 30, 2024 | December 31, 2023 | $ Change | % Change | | :------------------------------------ | :------------ | :---------------- | :------- | :------- | | Total deposits | $39,999,228 | $37,235,180 | $2,764,048 | 7.4% | | Total wholesale borrowings | $6,085,204 | $5,331,147 | $754,057 | 14.1% | | Total funding | $46,084,432 | $42,566,327 | $3,518,105 | 8.3% | - Shareholders' equity increased to $6.1 billion at June 30, 2024, from $5.6 billion at December 31, 2023, primarily due to the issuance of 24.0 million shares for the CapStar acquisition ($417.6 million)[328] Risk Management Old National manages various risks, including strategic, market, liquidity, and credit risks, through a comprehensive framework, diversifying lending activities and monitoring asset quality - Old National manages strategic, market, liquidity, credit, operational, talent management, compliance and regulatory, legal, and reputational risks through a Risk Appetite Statement and quarterly reports to the Board's Enterprise Risk Committee[380][381] - Credit risk is managed by diversifying lending activities across industries and geographies, with average commercial loan size at $610,000 and commercial real estate at $1,330,000[382][383] Asset Quality Summary (June 30, 2024 vs. December 31, 2023) | Metric (dollars in thousands) | June 30, 2024 | December 31, 2023 | | :---------------------------- | :------------ | :---------------- | | Total under-performing assets | $353,722 | $285,216 | | Total criticized and classified assets | $2,214,946 | $1,767,990 | | Nonaccrual loans/total loans | 0.94% | 0.83% | | Allowance for credit losses on loans/nonaccrual loans | 107.69% | 111.93% | - Market risk, primarily interest rate risk, is managed through asset/liability management, product pricing, investment portfolio modifications, and derivative instruments. The company uses a model to quantify the impact of changing interest rates on net interest income over a two-year horizon[391][392][393][364] - Liquidity risk is managed to ensure timely and cost-effective funding, with strategic and contingency liquidity plans in place. Available liquid funds from the parent company and subsidiaries totaled $13.7 billion at June 30, 2024[414][399] Critical Accounting Estimates Old National's critical accounting estimates, requiring significant management judgment, are detailed in its Annual Report on Form 10-K for December 31, 2023, with no material changes since then - Old National's critical accounting estimates, which require significant management judgment and assumptions, are detailed in its Annual Report on Form 10-K for December 31, 2023. No material changes have occurred since then[400][401][417] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section refers to the detailed discussion of market risk and liquidity risk within Management's Discussion and Analysis of Financial Condition and Results of Operations, indicating no additional disclosures beyond that section - For quantitative and qualitative disclosures about market risk, refer to the 'Market Risk' and 'Liquidity Risk' sections within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations[402] Item 4. Controls and Procedures This section confirms the effectiveness of Old National's disclosure controls and procedures at a reasonable assurance level as of June 30, 2024, while acknowledging inherent limitations and reporting no material changes in internal control over financial reporting - Old National's disclosure controls and procedures were deemed effective at a reasonable assurance level as of June 30, 2024[403][419] - The company acknowledges inherent limitations in control systems, where judgments can be faulty, breakdowns can occur, and controls can be circumvented by individual acts, collusion, or management override[404][420] - No material changes in internal control over financial reporting occurred during the period covered by the report[421] PART II. OTHER INFORMATION Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes to risk factors have occurred since the December 31, 2023 Annual Report on Form 10-K[422] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on issuer purchases of equity securities, with 76,572 shares repurchased at an average price of $16.67 per share, primarily for tax withholding, and notes the approval of a new $200 million stock repurchase program Issuer Purchases of Equity Securities (Three Months Ended June 30, 2024) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :------------------ | :------------------------------- | :--------------------------- | | 04/01/24 - 04/30/24 | 69,517 | $16.65 | | 05/01/24 - 05/31/24 | 5,312 | $16.77 | | 06/01/24 - 06/30/24 | 1,743 | $17.09 | | Total | 76,572 | $16.67 | - Shares were acquired primarily to satisfy tax withholding obligations associated with the vesting of restricted stock or performance shares[407] - A new $200 million stock repurchase program was approved on February 21, 2024, authorized through February 28, 2025[407] Item 5. Other Information This section confirms that there have been no material changes in the procedure for security holders to recommend nominees to the Company's board of directors - No material changes in the procedure for security holders to recommend nominees to the Company's board of directors[423] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, Sarbanes-Oxley Act certifications, and XBRL formatted financial statements - Exhibits include corporate governance documents (Articles of Incorporation, By-Laws), Sarbanes-Oxley Act certifications (Sections 302 and 906) from principal executive and financial officers, and XBRL formatted financial statements[408][426] SIGNATURE The report is duly signed on behalf of Old National Bancorp by John V. Moran, IV, Executive Vice President, Interim Chief Financial Officer, and Chief Strategy Officer, on July 31, 2024 - The report was signed by John V. Moran, IV, Executive Vice President, Interim Chief Financial Officer, and Chief Strategy Officer, on July 31, 2024[409][410][428]