OLD NATIONAL BANCORP /IN/ (ONB)
SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks
SEC company page: https://www.sec.gov/edgar/browse/?CIK=707179. Latest filing source: 0000707179-26-000010.
Informational only - descriptive public-record data, not investment advice.
Business
Read ONB's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read ONB's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 3,269,853,000 | USD | 2025 | 2026-02-19 |
| Net income | 669,257,000 | USD | 2025 | 2026-02-19 |
| Assets | 72,151,967,000 | USD | 2025 | 2026-02-19 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000707179.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 447,134,000 | 495,336,000 | 632,045,000 | 730,387,000 | 663,308,000 | 638,649,000 | 1,454,202,000 | 2,206,821,000 | 2,601,651,000 | 3,269,853,000 |
| Net income | 134,264,000 | 95,725,000 | 190,830,000 | 238,206,000 | 226,409,000 | 277,538,000 | 428,287,000 | 581,992,000 | 539,188,000 | 669,257,000 |
| Diluted EPS | 1.05 | 0.69 | 1.22 | 1.38 | 1.36 | 1.67 | 1.50 | 1.94 | 1.68 | 1.79 |
| Operating cash flow | 24,807,000 | 250,083,000 | 234,407,000 | 233,756,000 | 219,820,000 | 330,380,000 | 814,425,000 | 516,342,000 | 622,284,000 | 681,472,000 |
| Capital expenditures | 224,659,000 | 37,303,000 | 33,391,000 | 37,423,000 | 30,871,000 | 48,692,000 | 37,901,000 | 38,375,000 | 30,269,000 | 44,064,000 |
| Dividends paid | 67,536,000 | 72,604,000 | 82,161,000 | 89,474,000 | 92,946,000 | 92,829,000 | 177,623,000 | 180,030,000 | 191,163,000 | 225,117,000 |
| Share buybacks | 2,044,000 | 2,761,000 | 1,805,000 | 102,413,000 | 82,358,000 | 3,731,000 | 71,182,000 | 44,308,000 | 8,884,000 | 71,799,000 |
| Assets | 14,860,237,000 | 17,518,292,000 | 19,728,435,000 | 20,411,667,000 | 22,960,622,000 | 24,453,564,000 | 46,763,372,000 | 49,089,836,000 | 53,552,272,000 | 72,151,967,000 |
| Liabilities | 13,045,820,000 | 15,363,895,000 | 17,038,865,000 | 17,559,214,000 | 19,987,966,000 | 21,441,546,000 | 41,634,777,000 | 43,526,936,000 | 47,211,922,000 | 63,657,179,000 |
| Stockholders' equity | 1,814,417,000 | 2,154,397,000 | 2,689,570,000 | 2,852,453,000 | 2,972,656,000 | 3,012,018,000 | 5,128,595,000 | 5,562,900,000 | 6,340,350,000 | 8,494,788,000 |
| Cash and cash equivalents | 255,519,000 | 290,432,000 | 317,165,000 | 276,337,000 | 589,712,000 | 822,019,000 | 728,412,000 | 1,175,058,000 | 1,227,968,000 | 1,826,177,000 |
| Free cash flow | -199,852,000 | 212,780,000 | 201,016,000 | 196,333,000 | 188,949,000 | 281,688,000 | 776,524,000 | 477,967,000 | 592,015,000 | 637,408,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 30.03% | 19.33% | 30.19% | 32.61% | 34.13% | 43.46% | 29.45% | 26.37% | 20.72% | 20.47% |
| Return on equity | 7.40% | 4.44% | 7.10% | 8.35% | 7.62% | 9.21% | 8.35% | 10.46% | 8.50% | 7.88% |
| Return on assets | 0.90% | 0.55% | 0.97% | 1.17% | 0.99% | 1.13% | 0.92% | 1.19% | 1.01% | 0.93% |
| Liabilities / equity | 7.19 | 7.13 | 6.34 | 6.16 | 6.72 | 7.12 | 8.12 | 7.82 | 7.45 | 7.49 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000707179-26-000010; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000707179-26-000010; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000707179-26-000010; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000707179-26-000010; filed 2026-02-19. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000707179.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.38 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.47 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.49 | reported discrete quarter | ||
| 2023-Q2 | 2023-03-31 | 146,600,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 544,902,000 | 0.52 | reported discrete quarter | |
| 2023-Q3 | 2023-06-30 | 155,036,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 576,519,000 | 0.49 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 589,751,000 | 132,480,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 595,981,000 | 120,284,000 | 0.40 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | 120,284,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 663,663,000 | 0.37 | reported discrete quarter | |
| 2024-Q3 | 2024-06-30 | 121,229,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | 679,925,000 | 0.44 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 662,082,000 | 153,873,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 630,399,000 | 144,659,000 | 0.44 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | 144,659,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 824,961,000 | 0.34 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | 125,408,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 917,192,000 | 0.46 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 897,301,000 | 216,623,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 877,391,000 | 233,672,000 | 0.59 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000707179-26-000038; filed 2026-04-29. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000707179-26-000038; filed 2026-04-29. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000707179-26-000038; filed 2026-04-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000707179-26-000038.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is an analysis generally discussing our results of operations for the three months ended March 31, 2026 compared to the same period in 2025, and financial condition as of March 31, 2026 compared to December 31, 2025. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report on Form 10-K”).
FORWARD-LOOKING STATEMENTS
This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Section 27A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934 and Rule 3b-6 promulgated thereunder, 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 that are not statements of historical fact and constitute forward‐looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “should,” “would,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements, including, but not limited to: competition; government legislation, regulations and policies, including trade and tariff 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 impact of purchase accounting with respect to the merger between Old National and Bremer (the “Merger”), or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; the potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses, the success of revenue-generating and cost reduction initiatives and the diversion of management’s attention from ongoing business operations and opportunities; failure or circumvention of our internal controls; operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information technology 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; adverse effects on our information technology systems, or those of third parties, resulting from failures, disruptions or cybersecurity attacks, including ransomware; security breaches, including denial of service attacks, hacking, social engineering attacks, malware intrusion 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 report; and other factors identified in our 2025 Annual Report on Form 10-K and other filings with the SEC. These forward-looking statements are made only as of the date of this report and are not guarantees of future results, performance, or outcomes.
Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. We cannot assure that any of these statements, estimates, or beliefs will be realized and actual results or outcomes may differ from those contemplated in these forward-looking statements. Old National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this report. You are advised to consult further disclosures we may make on related subjects in our filings with the SEC.
Investors should consider these risks, uncertainties, and other factors in addition to the factors under the heading “Risk Factors” included in Item 1A of Part I of Old National’s 2025 Annual Report on Form 10-K and our other filings with the SEC.
48
FINANCIAL HIGHLIGHTS
The following table sets forth certain financial highlights of Old National for the previous five quarters:
| Three Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | March 31, | December 31, | September 30, | June 30, | March 31, | |||||||||
| 2026 | 2025 | 2025 | 2025 | 2025 | ||||||||||
| Income Statement: | ||||||||||||||
| Net interest income | $ | 572,573 | $ | 580,832 | $ | 574,609 | $ | 514,790 | $ | 387,643 | ||||
| Taxable equivalent adjustment (1) (3) | 7,849 | 8,013 | 7,975 | 7,063 | 5,360 | |||||||||
| Net interest income - taxable equivalent basis (3) | 580,422 | 588,845 | 582,584 | 521,853 | 393,003 | |||||||||
| Provision for credit losses | 34,946 | 32,745 | 26,738 | 106,835 | 31,403 | |||||||||
| Noninterest income | 122,346 | 109,759 | 130,461 | 132,517 | 93,794 | |||||||||
| Noninterest expense | 364,704 | 386,320 | 445,734 | 384,766 | 268,471 | |||||||||
| Net income applicable to common shareholders | 229,638 | 212,589 | 178,533 | 121,375 | 140,625 | |||||||||
| Per Common Share Data: | ||||||||||||||
| Weighted average diluted common shares | 388,054 | 389,550 | 390,496 | 361,436 | 321,016 | |||||||||
| Net income (diluted) | $ | 0.59 | $ | 0.55 | $ | 0.46 | $ | 0.34 | $ | 0.44 | ||||
| Cash dividends | 0.145 | 0.14 | 0.14 | 0.14 | 0.14 | |||||||||
| Common dividend payout ratio (2) | 25 | % | 25 | % | 30 | % | 41 | % | 32 | % | ||||
| Book value | $ | 21.40 | $ | 21.17 | $ | 20.64 | $ | 20.12 | $ | 19.71 | ||||
| Stock price | 22.10 | 22.31 | 21.95 | 21.34 | 21.19 | |||||||||
| Tangible common book value (3) | 13.93 | 13.71 | 13.15 | 12.60 | 12.54 | |||||||||
| Performance Ratios: | ||||||||||||||
| Return on average assets | 1.29 | % | 1.21 | % | 1.03 | % | 0.77 | % | 1.08 | % | ||||
| Return on average common equity | 11.07 | 10.44 | 9.01 | 6.74 | 9.11 | |||||||||
| Return on average tangible common equity (3) | 18.41 | 17.76 | 15.87 | 12.00 | 15.02 | |||||||||
| Net interest margin (3) | 3.55 | 3.65 | 3.64 | 3.53 | 3.27 | |||||||||
| Efficiency ratio (3) | 48.25 | 51.58 | 58.84 | 55.80 | 53.74 | |||||||||
| Net charge-offs to average loans | 0.26 | 0.27 | 0.25 | 0.24 | 0.24 | |||||||||
| Allowance for credit losses on loans to ending loans | 1.15 | 1.17 | 1.19 | 1.18 | 1.10 | |||||||||
| Allowance for credit losses (4) to ending loans | 1.22 | 1.24 | 1.26 | 1.24 | 1.16 | |||||||||
| Non-performing loans to ending loans | 1.03 | 1.07 | 1.23 | 1.24 | 1.29 | |||||||||
| Balance Sheet: | ||||||||||||||
| Total loans | $ | 49,731,844 | $ | 48,764,162 | $ | 47,967,915 | $ | 47,902,819 | $ | 36,413,944 | ||||
| Total assets | 73,002,651 | 72,151,967 | 71,210,162 | 70,979,805 | 53,877,944 | |||||||||
| Total deposits | 55,672,472 | 55,088,195 | 55,006,184 | 54,357,683 | 41,034,572 | |||||||||
| Total borrowed funds | 7,823,198 | 7,451,367 | 6,766,381 | 7,346,098 | 5,447,054 | |||||||||
| Total shareholders’ equity | 8,510,653 | 8,494,788 | 8,309,271 | 8,126,387 | 6,534,654 | |||||||||
| Capital Ratios: | ||||||||||||||
| Risk-based capital ratios: | ||||||||||||||
| Tier 1 common equity | 11.11 | % | 11.08 | % | 11.02 | % | 10.74 | % | 11.62 | % | ||||
| Tier 1 | 11.56 | 11.53 | 11.49 | 11.20 | 12.23 | |||||||||
| Total | 13.71 | 12.85 | 12.78 | 12.59 | 13.68 | |||||||||
| Leverage ratio (to average assets) | 8.93 | 8.90 | 8.72 | 9.26 | 9.44 | |||||||||
| Total equity to assets (averages) | 11.79 | 11.73 | 11.48 | 11.38 | 12.01 | |||||||||
| Tangible common equity to tangible assets (3) | 7.67 | 7.72 | 7.53 | 7.26 | 7.76 | |||||||||
| Nonfinancial Data: | ||||||||||||||
| Full-time equivalent employees | 4,948 | 4,971 | 5,243 | 5,313 | 4,028 | |||||||||
| Banking centers | 346 | 346 | 351 | 351 | 280 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per common share divided by net income per common share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4)Includes the allowance for credit losses on loans and unfunded loan commitments.
49
NON-GAAP FINANCIAL MEASURES
The Company’s accounting and reporting policies conform to 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 users of the financial information 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 following table.
The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items. These items include merger-related charges associated with completed and pending acquisitions, distribution of excess pension assets expense, debt securities gains/losses, pension plan gain/loss, CECL Day 1 non-PCD provision expense, and FDIC special assessment expense. Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.
The taxable 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
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Page | |
|---|---|
| General Overview | 36 |
| Corporate Developments in 2025 | 36 |
| Business Outlook | 37 |
| Financial Highlights | 38 |
| Non-GAAP Financial Measures | 40 |
| Results of Operations | 43 |
| Financial Condition | 48 |
| Risk Management | 54 |
| Material Contractual Obligations, Commitments, and Contingent Liabilities | 65 |
| Critical Accounting Estimates | 66 |
The following is an analysis generally discussing our results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024, and financial condition as of December 31, 2025 and 2024. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. This discussion contains forward-looking statements concerning our business. Readers are cautioned that, by their nature, forward-looking statements are based on estimates and assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from our expectations that are expressed or implied by any forward-looking statement. The discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially from those expressed or implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
GENERAL OVERVIEW
Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 25 banking companies headquartered in the United States. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services.
CORPORATE DEVELOPMENTS IN 2025
Old National’s 2025 results were driven by the completion and successful integration of Bremer and a focus on fundamentals—core deposit growth to support loan expansion, positive operating leverage, disciplined credit management, and healthy liquidity and capital ratios. We once again showed our unwavering commitment to shareholders, clients, team members, and communities. 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 enabled us to exceed our expectations that we set as we began 2025. Highlights experienced in 2025 included:
•completion of our Bremer partnership on May 1, 2025, solidifying our position as a premier mid-size bank;
•net income applicable to common shareholders of $653.1 million, or $1.79 per diluted common share;
•peer-leading, low-cost deposit franchise; loan to deposit ratio of 89%;
•growth in total deposits of 35%, 5% excluding Bremer;
•disciplined loan growth of 34%, 5% excluding Bremer;
•disciplined expense management with an efficiency ratio of 55.10%;
•stable credit metrics, including net charge-offs to average loans of 0.25%; and
•tangible book value per share growth of 15%.
36
Results for 2025 were impacted by $140.9 million of merger-related expenses, $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans, a $5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan, and a $3.0 million reduction to previously accrued FDIC special assessment. Excluding these items, net income applicable to common shares for 2025 was $808.6 million, or $2.21 per diluted common share on an adjusted basis. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
Our net interest income increased 34% to $2.1 billion during 2025, driven by loans and securities acquired in the Bremer transaction as well as strong loan growth and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities. Provision for credit losses increased compared to 2024, reflective of provision expense associated with the Bremer acquisition as well as credit migration, higher net charge-offs, and macroeconomic factors. Noninterest income increased from $354.7 million in 2024 to $466.5 million in 2025 primarily due to the impact of the Bremer acquisition, higher mortgage banking revenue, capital markets income, and other income. Noninterest expense increased $390.9 million in 2025 compared to 2024. Noninterest expense in 2025 included $140.9 million of merger-related expenses and a $3.0 million reduction to previously accrued FDIC special assessment. Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for an FDIC special assessment, and $2.6 million of separation expense. Excluding these expenses, noninterest expense in 2025 increased $309.3 million, driven by operating costs and additional amortization of intangibles related to the acquisitions of Bremer and CapStar, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.
On May 1, 2025, Old National completed its acquisition of Bremer, and its wholly owned banking subsidiary, Bremer Bank, National Association. The majority of system conversions related to the Bremer transaction were completed in mid-October 2025. The successful execution of this conversion reinforced the strength of our disciplined integration framework and enhanced our operating platform across the expanded footprint.
BUSINESS OUTLOOK
Driving tangible book value per share growth remains a key priority in 2026 as we build on the 15% growth achieved in 2025 despite the impact of closing our Bremer partnership, the associated merger-related charges, and the repurchase of 2.2 million shares in the second half of the year. We closed 2025 with 5% loan growth excluding our Bremer partnership and move into 2026 with a strong commercial pipeline and a loan-to-deposit ratio of 89%, providing sufficient liquidity to fund growth. We will remain on offense and rely on our ability to navigate changes in short-term interest rates, shifts in the yield curve, and overall economic conditions as we have for the past 190 years.
Looking ahead to 2026, we remain focused on disciplined organic growth, prudent capital deployment, and continued investment in talent, technology, and client‑facing capabilities. Our proven ability to execute on these strategic priorities will support sustainable performance, maintain strong credit quality, and position the Company for long‑term value creation across economic cycles for our shareholders and communities.
37
FINANCIAL HIGHLIGHTS
The following table sets forth certain financial highlights of Old National for the previous five quarters:
| Three Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||||||
| Income Statement: | ||||||||||||||
| Net interest income | $ | 580,832 | $ | 574,609 | $ | 514,790 | $ | 387,643 | $ | 394,180 | ||||
| Taxable equivalent adjustment (1) (3) | 8,013 | 7,975 | 7,063 | 5,360 | 5,777 | |||||||||
| Net interest income – taxable equivalent basis (3) | 588,845 | 582,584 | 521,853 | 393,003 | 399,957 | |||||||||
| Provision for credit losses | 32,745 | 26,738 | 106,835 | 31,403 | 27,017 | |||||||||
| Noninterest income | 109,759 | 130,461 | 132,517 | 93,794 | 95,766 | |||||||||
| Noninterest expense | 386,320 | 445,734 | 384,766 | 268,471 | 276,824 | |||||||||
| Net income available to common shareholders | 212,589 | 178,533 | 121,375 | 140,625 | 149,839 | |||||||||
| Per Common Share Data: | ||||||||||||||
| Weighted average diluted common shares | 389,550 | 390,496 | 361,436 | 321,016 | 318,803 | |||||||||
| Net income (diluted) | $ | 0.55 | $ | 0.46 | $ | 0.34 | $ | 0.44 | $ | 0.47 | ||||
| Cash dividends | 0.14 | 0.14 | 0.14 | $ | 0.14 | $ | 0.14 | |||||||
| Common dividend payout ratio (2) | 25 | % | 30 | % | 41 | % | 32 | % | 30 | % | ||||
| Book value | $ | 21.17 | $ | 20.64 | $ | 20.12 | $ | 19.71 | $ | 19.11 | ||||
| Stock price | 22.31 | 21.95 | 21.34 | 21.19 | 21.71 | |||||||||
| Tangible common book value (3) | 13.71 | 13.15 | 12.60 | 12.54 | 11.91 | |||||||||
| Performance Ratios: | ||||||||||||||
| Return on average assets | 1.21 | % | 1.03 | % | 0.77 | % | 1.08 | % | 1.14 | % | ||||
| Return on average common equity | 10.44 | 9.01 | 6.74 | 9.11 | 9.83 | |||||||||
| Return on average tangible common equity (3) | 17.76 | 15.87 | 12.00 | 15.02 | 16.37 | |||||||||
| Net interest margin (3) | 3.65 | 3.64 | 3.53 | 3.27 | 3.30 | |||||||||
| Efficiency ratio (3) | 51.58 | 58.84 | 55.80 | 53.74 | 54.37 | |||||||||
| Net charge-offs to average loans | 0.27 | 0.25 | 0.24 | 0.24 | 0.21 | |||||||||
| Allowance for credit losses on loans to ending loans | 1.17 | 1.19 | 1.18 | 1.10 | 1.08 | |||||||||
| Allowance for credit losses (4) to ending loans | 1.24 | 1.26 | 1.24 | 1.16 | 1.14 | |||||||||
| Non-performing loans to ending loans | 1.07 | 1.23 | 1.24 | 1.29 | 1.23 | |||||||||
| Balance Sheet: | ||||||||||||||
| Total loans | $ | 48,764,162 | $ | 47,967,915 | $ | 47,902,819 | $ | 36,413,944 | $ | 36,285,887 | ||||
| Total assets | 72,151,967 | 71,210,162 | 70,979,805 | 53,877,944 | 53,552,272 | |||||||||
| Total deposits | 55,088,195 | 55,006,184 | 54,357,683 | 41,034,572 | 40,823,560 | |||||||||
| Total borrowed funds | 7,451,367 | 6,766,381 | 7,346,098 | 5,447,054 | 5,411,537 | |||||||||
| Total shareholders’ equity | 8,494,788 | 8,309,271 | 8,126,387 | 6,534,654 | 6,340,350 | |||||||||
| Capital Ratios: | ||||||||||||||
| Risk-based capital ratios: | ||||||||||||||
| Tier 1 common equity | 11.08 | % | 11.02 | % | 10.74 | % | 11.62 | % | 11.38 | % | ||||
| Tier 1 | 11.53 | 11.49 | 11.20 | 12.23 | 11.98 | |||||||||
| Total | 12.85 | 12.78 | 12.59 | 13.68 | 13.37 | |||||||||
| Leverage ratio (to average assets) | 8.90 | 8.72 | 9.26 | 9.44 | 9.21 | |||||||||
| Total equity to assets (averages) | 11.73 | 11.48 | 11.38 | 12.01 | 11.78 | |||||||||
| Tangible common equity to tangible assets (3) | 7.72 | 7.53 | 7.26 | 7.76 | 7.41 | |||||||||
| Nonfinancial Data: | ||||||||||||||
| Full-time equivalent employees | 4,971 | 5,243 | 5,313 | 4,028 | 4,066 | |||||||||
| Banking centers | 346 | 351 | 351 | 280 | 280 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per common share divided by net income per common share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4)Includes the allowance for credit losses on loans and unfunded loan commitments.
38
The following table sets forth certain financial highlights of Old National for the year-to-date periods:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2025 | 2024 | ||||||
| Income Statement: | ||||||||
| Net interest income | $ | 2,057,874 | $ | 1,530,783 | ||||
| Taxable equivalent adjustment (1) (3) | 28,411 | 24,514 | ||||||
| Net interest income – taxable equivalent basis (3) | 2,086,285 | 1,555,297 | ||||||
| Provision for credit losses | 197,721 | 110,619 | ||||||
| Noninterest income | 466,531 | 354,697 | ||||||
| Noninterest expense | 1,485,291 | 1,094,423 | ||||||
| Net income available to common shareholders | 653,122 | 523,053 | ||||||
| Per Common Share Data: | ||||||||
| Weighted average diluted common shares | 365,464 | 311,001 | ||||||
| Net income (diluted) | $ | 1.79 | $ | 1.68 | ||||
| Cash dividends | $ | 0.56 | $ | 0.56 | ||||
| Common dividend payout ratio (2) | 31 | % | 33 | % | ||||
| Book value | $ | 21.17 | $ | 19.11 | ||||
| Stock price | 22.31 | 21.71 | ||||||
| Tangible common book value (3) | 13.71 | 11.91 | ||||||
| Performance Ratios: | ||||||||
| Return on average assets | 1.02 | % | 1.03 | % | ||||
| Return on average common equity | 8.86 | 9.06 | ||||||
| Return on average tangible common equity (3) | 15.27 | 15.37 | ||||||
| Net interest margin (3) | 3.54 | 3.31 | ||||||
| Efficiency ratio (3) | 55.10 | 55.85 | ||||||
| Net charge-offs to average loans | 0.25 | 0.17 | ||||||
| Allowance for credit losses on loans to ending loans | 1.17 | 1.08 | ||||||
| Allowance for credit losses (4) to ending loans | 1.24 | 1.14 | ||||||
| Non-performing loans to ending loans | 1.07 | 1.23 | ||||||
| Balance Sheet: | ||||||||
| Total loans | $ | 48,764,162 | $ | 36,285,887 | ||||
| Total assets | 72,151,967 | 53,552,272 | ||||||
| Total deposits | 55,088,195 | 40,823,560 | ||||||
| Total borrowed funds | 7,451,367 | 5,411,537 | ||||||
| Total shareholders’ equity | 8,494,788 | 6,340,350 | ||||||
| Capital Ratios: | ||||||||
| Risk-based capital ratios: | ||||||||
| Tier 1 common equity | 11.08 | % | 11.38 | % | ||||
| Tier 1 | 11.53 | 11.98 | ||||||
| Total | 12.85 | 13.37 | ||||||
| Leverage ratio (to average assets) | 8.90 | 9.21 | ||||||
| Total equity to assets (averages) | 11.63 | 11.51 | ||||||
| Tangible common equity to tangible assets (3) | 7.72 | 7.41 | ||||||
| Nonfinancial Data: | ||||||||
| Full-time equivalent employees | 4,971 | 4,066 | ||||||
| Banking centers | 346 | 280 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per common share divided by net income per common share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4)Includes the allowance for credit losses on loans and unfunded loan commitments.
39
NON-GAAP FINANCIAL MEASURES
The Company’s accounting and reporting policies conform to 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 users of the financial information 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 following table.
The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items. These items include merger-related charges associated with completed and pending acquisitions, pension plan gain/loss, FDIC special assessment expense, CECL Day 1 non-PCD provision expense, debt securities gains/losses, distribution of excess pension assets expense, and separation expense. Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.
The taxable 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 users of the financial information, 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 shareholders’ equity and retain the effect of AOCI in shareholders’ equity.
Although intended to enhance 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.
40
The following table presents GAAP to non-GAAP reconciliations for the previous five quarters:
| Three Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||||||||||
| Net income per common share: | ||||||||||||||||||
| Net income applicable to common shares | $ | 212,589 | $ | 178,533 | $ | 121,375 | $ | 140,625 | $ | 149,839 | ||||||||
| Adjustments: | ||||||||||||||||||
| Merger-related charges | 24,547 | 69,274 | 41,206 | 5,856 | 8,117 | |||||||||||||
| Pension plan (gain) loss | 15,878 | — | (21,001) | — | — | |||||||||||||
| FDIC special assessment | (2,994) | — | — | — | — | |||||||||||||
| Debt securities (gains) losses | (73) | (7) | 41 | 76 | 122 | |||||||||||||
| CECL Day 1 non-PCD provision expense | — | — | 75,604 | — | — | |||||||||||||
| Less: tax effect on net total adjustments (2) | (8,973) | (16,492) | (26,372) | (1,103) | (2,089) | |||||||||||||
| Net income applicable to common shares, adjusted (1) | $ | 240,974 | $ | 231,308 | $ | 190,853 | $ | 145,454 | $ | 155,989 | ||||||||
| Weighted average diluted common shares outstanding | 389,550 | 390,496 | 361,436 | 321,016 | 318,803 | |||||||||||||
| Net income per common share, diluted | $ | 0.55 | $ | 0.46 | $ | 0.34 | $ | 0.44 | $ | 0.47 | ||||||||
| Adjusted net income per common share, diluted (1) | $ | 0.62 | $ | 0.59 | $ | 0.53 | $ | 0.45 | $ | 0.49 | ||||||||
| Tangible common book value: | ||||||||||||||||||
| Shareholders’ common equity | $ | 8,251,069 | $ | 8,065,552 | $ | 7,882,668 | $ | 6,290,935 | $ | 6,096,631 | ||||||||
| Deduct: Goodwill and intangible assets | 2,907,986 | 2,926,960 | 2,944,372 | 2,289,268 | 2,296,098 | |||||||||||||
| Tangible shareholders’ common equity (1) | $ | 5,343,083 | $ | 5,138,592 | $ | 4,938,296 | $ | 4,001,667 | $ | 3,800,533 | ||||||||
| Period end common shares | 389,662 | 390,768 | 391,818 | 319,236 | 318,980 | |||||||||||||
| Tangible common book value (1) | 13.71 | 13.15 | 12.60 | 12.54 | 11.91 | |||||||||||||
| Return on average tangible common equity: | ||||||||||||||||||
| Net income applicable to common shares | $ | 212,589 | $ | 178,533 | $ | 121,375 | $ | 140,625 | $ | 149,839 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 19,512 | 19,638 | 14,722 | 5,122 | 5,428 | |||||||||||||
| Tangible net income (1) | $ | 232,101 | $ | 198,171 | $ | 136,097 | $ | 145,747 | $ | 155,267 | ||||||||
| Average shareholders’ common equity | $ | 8,147,348 | $ | 7,924,856 | $ | 7,208,397 | $ | 6,172,766 | $ | 6,095,234 | ||||||||
| Deduct: Average goodwill and intangible assets | 2,919,924 | 2,931,319 | 2,670,710 | 2,292,526 | 2,301,177 | |||||||||||||
| Average tangible shareholders’ common equity (1) | $ | 5,227,424 | $ | 4,993,537 | $ | 4,537,687 | $ | 3,880,240 | $ | 3,794,057 | ||||||||
| Return on average tangible common equity (1) | 17.76 | % | 15.87 | % | 12.00 | % | 15.02 | % | 16.37 | % | ||||||||
| Net interest margin: | ||||||||||||||||||
| Net interest income | $ | 580,832 | $ | 574,609 | $ | 514,790 | $ | 387,643 | $ | 394,180 | ||||||||
| Taxable equivalent adjustment | 8,013 | 7,975 | 7,063 | 5,360 | 5,777 | |||||||||||||
| Net interest income – taxable equivalent basis (1) | $ | 588,845 | $ | 582,584 | $ | 521,853 | $ | 393,003 | $ | 399,957 | ||||||||
| Average earning assets | $ | 64,456,815 | $ | 64,032,811 | $ | 59,061,249 | $ | 48,077,320 | $ | 48,411,803 | ||||||||
| Net interest margin (1) | 3.65 | % | 3.64 | % | 3.53 | % | 3.27 | % | 3.30 | % | ||||||||
| Efficiency ratio: | ||||||||||||||||||
| Noninterest expense | $ | 386,320 | $ | 445,734 | $ | 384,766 | $ | 268,471 | $ | 276,824 | ||||||||
| Deduct: Intangible amortization expense | 26,016 | 26,184 | 19,630 | 6,830 | 7,237 | |||||||||||||
| Adjusted noninterest expense (1) | $ | 360,304 | $ | 419,550 | $ | 365,136 | $ | 261,641 | $ | 269,587 | ||||||||
| Net interest income – taxable equivalent basis (1) (see above) | $ | 588,845 | $ | 582,584 | $ | 521,853 | $ | 393,003 | $ | 399,957 | ||||||||
| Noninterest income | 109,759 | 130,461 | 132,517 | 93,794 | 95,766 | |||||||||||||
| Deduct: Debt securities gains (losses), net | 73 | 7 | (41) | (76) | (122) | |||||||||||||
| Adjusted total revenue (1) | $ | 698,531 | $ | 713,038 | $ | 654,411 | $ | 486,873 | $ | 495,845 | ||||||||
| Efficiency ratio (1) | 51.58 | % | 58.84 | % | 55.80 | % | 53.74 | % | 54.37 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||||||||
| Tangible shareholders’ equity (1) (see above) | $ | 5,343,083 | $ | 5,138,592 | $ | 4,938,296 | $ | 4,001,667 | $ | 3,800,533 | ||||||||
| Assets | $ | 72,151,967 | $ | 71,210,162 | $ | 70,979,805 | $ | 53,877,944 | $ | 53,552,272 | ||||||||
| Deduct: Goodwill and intangible assets | 2,907,986 | 2,926,960 | 2,944,372 | 2,289,268 | 2,296,098 | |||||||||||||
| Tangible assets (1) | $ | 69,243,981 | $ | 68,283,202 | $ | 68,035,433 | $ | 51,588,676 | $ | 51,256,174 | ||||||||
| Tangible common equity to tangible assets (1) | 7.72 | % | 7.53 | % | 7.26 | % | 7.76 | % | 7.41 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
41
The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2025 | 2024 | ||||||||||
| Net income per common share: | ||||||||||||
| Net income applicable to common shares | $ | 653,122 | $ | 523,053 | ||||||||
| Adjustments: | ||||||||||||
| Merger-related charges | 140,883 | 37,325 | ||||||||||
| CECL Day 1 non-PCD provision expense | 75,604 | 15,312 | ||||||||||
| Pension plan (gain) loss | (5,123) | — | ||||||||||
| FDIC special assessment | (2,994) | 2,994 | ||||||||||
| Debt securities (gains) losses | 37 | 212 | ||||||||||
| Distribution of excess pension assets expense | — | 13,318 | ||||||||||
| Separation expense | — | 2,646 | ||||||||||
| Less: tax effect on net total adjustments (2) | (52,940) | (16,806) | ||||||||||
| Net income applicable to common shares, adjusted (1) | $ | 808,589 | $ | 578,054 | ||||||||
| Weighted average diluted common shares outstanding | 365,464 | 311,001 | ||||||||||
| Net income per common share, diluted | $ | 1.79 | $ | 1.68 | ||||||||
| Adjusted net income per common share, diluted (1) | $ | 2.21 | $ | 1.86 | ||||||||
| Tangible common book value: | ||||||||||||
| Shareholders’ common equity | $ | 8,251,069 | $ | 6,096,631 | ||||||||
| Deduct: Goodwill and intangible assets | 2,907,986 | 2,296,098 | ||||||||||
| Tangible shareholders’ common equity (1) | $ | 5,343,083 | $ | 3,800,533 | ||||||||
| Period end common shares | 389,662 | 318,980 | ||||||||||
| Tangible common book value (1) | 13.71 | 11.91 | ||||||||||
| Return on average tangible common equity: | ||||||||||||
| Net income applicable to common shares | $ | 653,122 | $ | 523,053 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 58,995 | 20,646 | ||||||||||
| Tangible net income (1) | $ | 712,117 | $ | 543,699 | ||||||||
| Average shareholders’ common equity | $ | 7,370,290 | $ | 5,776,011 | ||||||||
| Deduct: Average goodwill and intangible assets | 2,705,963 | 2,237,738 | ||||||||||
| Average tangible shareholders’ common equity (1) | $ | 4,664,327 | $ | 3,538,273 | ||||||||
| Return on average tangible common equity (1) | 15.27 | % | 15.37 | % | ||||||||
| Net interest margin: | ||||||||||||
| Net interest income | $ | 2,057,874 | $ | 1,530,783 | ||||||||
| Taxable equivalent adjustment | 28,411 | 24,514 | ||||||||||
| Net interest income – taxable equivalent basis (1) | $ | 2,086,285 | $ | 1,555,297 | ||||||||
| Average earning assets | $ | 58,965,967 | $ | 46,981,267 | ||||||||
| Net interest margin (1) | 3.54 | % | 3.31 | % | ||||||||
| Efficiency ratio: | ||||||||||||
| Noninterest expense | $ | 1,485,291 | $ | 1,094,423 | ||||||||
| Deduct: Intangible amortization expense | 78,660 | 27,528 | ||||||||||
| Adjusted noninterest expense (1) | $ | 1,406,631 | $ | 1,066,895 | ||||||||
| Net interest income – taxable equivalent basis (1) (see above) | $ | 2,086,285 | $ | 1,555,297 | ||||||||
| Noninterest income | 466,531 | 354,697 | ||||||||||
| Deduct: Debt securities gains (losses), net | (37) | (212) | ||||||||||
| Adjusted total revenue (1) | $ | 2,552,853 | $ | 1,910,206 | ||||||||
| Efficiency ratio (1) | 55.10 | % | 55.85 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||
| Tangible shareholders’ equity (1) (see above) | $ | 5,343,083 | $ | 3,800,533 | ||||||||
| Assets | $ | 72,151,967 | $ | 53,552,272 | ||||||||
| Deduct: Goodwill and intangible assets | 2,907,986 | 2,296,098 | ||||||||||
| Tangible assets (1) | $ | 69,243,981 | $ | 51,256,174 | ||||||||
| Tangible common equity to tangible assets (1) | 7.72 | % | 7.41 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
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RESULTS OF OPERATIONS
The following table sets forth certain income statement information of Old National:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2025 | 2024 | 2023 | |||||
| Income Statement Summary: | ||||||||
| Net interest income | $ | 2,057,874 | $ | 1,530,783 | $ | 1,503,153 | ||
| Provision for credit losses | 197,721 | 110,619 | 58,887 | |||||
| Noninterest income | 466,531 | 354,697 | 333,342 | |||||
| Noninterest expense | 1,485,291 | 1,094,423 | 1,026,306 | |||||
| Net income applicable to common shareholders | 653,122 | 523,053 | 565,857 | |||||
| Net income per common share – diluted | 1.79 | 1.68 | 1.94 | |||||
| Other Data: | ||||||||
| Return on average common equity | 8.86 | % | 9.06 | % | 11.29 | % | ||
| Return on average tangible common equity (1) | 15.27 | % | 15.37 | % | 20.15 | % | ||
| Efficiency ratio (1) | 55.10 | % | 55.85 | % | 53.70 | % | ||
| Tier 1 leverage ratio | 8.90 | % | 9.21 | % | 8.83 | % | ||
| Net charge-offs to average loans | 0.25 | % | 0.17 | % | 0.17 | % |
(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
Net Interest Income
Net interest income is the most significant component of our earnings, comprising 82% of 2025 revenues. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities.
The Federal Reserve decreased its interest rates during 2025. The Federal Reserve’s Federal Funds range is currently in a target range of 3.50% to 3.75%, with the Effective Federal Funds Rate at 3.64% at December 31, 2025, and 4.33% at December 31, 2024. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this Item 7 titled “Market Risk” for additional information regarding this risk.
Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.
Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the current federal statutory tax rate in effect of 21% for all periods. This analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis and that it may enhance comparability for peer comparison purposes for both management and investors.
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The following table presents a three-year average balance sheet and for each major asset and liability category, its related interest income and yield, or its expense and rate for the years ended December 31.
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Taxable equivalent basis, dollars in thousands) | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | |||||||||||||||||
| Earning Assets | ||||||||||||||||||||||||||
| Money market and other interest- earning investments | $ | 1,160,460 | $ | 48,224 | 4.16 | % | $ | 887,771 | $ | 45,835 | 5.16 | % | $ | 826,453 | $ | 39,683 | 4.80 | % | ||||||||
| Investment securities: | ||||||||||||||||||||||||||
| Treasury and government- sponsored agencies | 2,381,350 | 81,467 | 3.42 | 2,288,053 | 87,489 | 3.82 | 2,322,792 | 84,771 | 3.65 | |||||||||||||||||
| Mortgage-backed securities | 8,728,237 | 354,788 | 4.06 | 5,829,322 | 185,633 | 3.18 | 5,178,940 | 136,827 | 2.64 | |||||||||||||||||
| States and political subdivisions | 1,590,251 | 52,755 | 3.32 | 1,672,493 | 56,006 | 3.35 | 1,749,722 | 57,847 | 3.31 | |||||||||||||||||
| Other securities | 863,288 | 54,553 | 6.32 | 781,969 | 47,821 | 6.12 | 776,456 | 39,166 | 5.04 | |||||||||||||||||
| Total investment securities | 13,563,126 | 543,563 | 4.01 | 10,571,837 | 376,949 | 3.57 | 10,027,910 | 318,611 | 3.18 | |||||||||||||||||
| Loans: (2) | ||||||||||||||||||||||||||
| Commercial | 13,270,793 | 872,297 | 6.57 | 10,166,184 | 711,562 | 7.00 | 9,570,639 | 639,131 | 6.68 | |||||||||||||||||
| Commercial real estate | 20,085,105 | 1,270,132 | 6.32 | 15,698,854 | 1,028,387 | 6.55 | 13,405,946 | 825,053 | 6.15 | |||||||||||||||||
| Residential real estate loans | 7,806,805 | 347,610 | 4.45 | 6,823,798 | 266,116 | 3.90 | 6,646,684 | 243,646 | 3.67 | |||||||||||||||||
| Consumer | 3,079,678 | 216,438 | 7.03 | 2,832,823 | 197,316 | 6.97 | 2,618,098 | 164,125 | 6.27 | |||||||||||||||||
| Total loans | 44,242,381 | 2,706,477 | 6.12 | 35,521,659 | 2,203,381 | 6.20 | 32,241,367 | 1,871,955 | 5.81 | |||||||||||||||||
| Total earning assets | 58,965,967 | $ | 3,298,264 | 5.59 | % | 46,981,267 | $ | 2,626,165 | 5.59 | % | 43,095,730 | $ | 2,230,249 | 5.18 | % | |||||||||||
| Deduct: Allowance for credit losses on loans | (485,792) | (348,638) | (302,486) | |||||||||||||||||||||||
| Non-Earning Assets | ||||||||||||||||||||||||||
| Cash and due from banks | 463,159 | 394,350 | 413,569 | |||||||||||||||||||||||
| Other assets | 6,528,184 | 5,275,427 | 4,945,394 | |||||||||||||||||||||||
| Total assets | $ | 65,471,518 | $ | 52,302,406 | $ | 48,152,207 | ||||||||||||||||||||
| Interest-Bearing Liabilities | ||||||||||||||||||||||||||
| Checking and NOW accounts | $ | 8,639,817 | $ | 121,877 | 1.41 | % | $ | 7,554,510 | $ | 112,741 | 1.49 | % | $ | 7,664,183 | $ | 94,263 | 1.23 | % | ||||||||
| Savings accounts | 4,897,318 | 14,661 | 0.30 | 4,919,559 | 19,922 | 0.40 | 5,638,766 | 14,941 | 0.26 | |||||||||||||||||
| Money market accounts | 15,011,269 | 429,954 | 2.86 | 10,905,756 | 406,739 | 3.73 | 7,249,497 | 206,634 | 2.85 | |||||||||||||||||
| Time deposits, excluding brokered deposits | 7,183,802 | 267,168 | 3.72 | 5,492,898 | 230,132 | 4.19 | 3,875,984 | 123,428 | 3.18 | |||||||||||||||||
| Brokered deposits | 2,703,198 | 119,557 | 4.42 | 1,447,491 | 76,728 | 5.30 | 913,349 | 45,094 | 4.94 | |||||||||||||||||
| Total interest-bearing deposits | 38,435,404 | 953,217 | 2.48 | 30,320,214 | 846,262 | 2.79 | 25,341,779 | 484,360 | 1.91 | |||||||||||||||||
| Federal funds purchased and interbank borrowings | 99,394 | 4,448 | 4.48 | 57,950 | 3,262 | 5.63 | 229,386 | 11,412 | 4.98 | |||||||||||||||||
| Securities sold under agreements to repurchase | 275,701 | 2,568 | 0.93 | 258,630 | 2,752 | 1.06 | 332,853 | 3,299 | 0.99 | |||||||||||||||||
| FHLB advances | 5,481,224 | 214,856 | 3.92 | 4,473,800 | 177,317 | 3.96 | 4,568,964 | 161,860 | 3.54 | |||||||||||||||||
| Other borrowings | 803,849 | 36,890 | 4.59 | 784,994 | 41,275 | 5.26 | 822,471 | 42,737 | 5.20 | |||||||||||||||||
| Total borrowed funds | 6,660,168 | 258,762 | 3.89 | 5,575,374 | 224,606 | 4.03 | 5,953,674 | 219,308 | 3.68 | |||||||||||||||||
| Total interest-bearing liabilities | $ | 45,095,572 | $ | 1,211,979 | 2.69 | % | $ | 35,895,588 | $ | 1,070,868 | 2.98 | % | $ | 31,295,453 | $ | 703,668 | 2.25 | % | ||||||||
| Noninterest-Bearing Liabilities and Shareholders’ Equity | ||||||||||||||||||||||||||
| Demand deposits | 11,693,361 | 9,424,577 | 10,633,806 | |||||||||||||||||||||||
| Other liabilities | 1,068,576 | 962,511 | 968,635 | |||||||||||||||||||||||
| Shareholders’ equity | 7,614,009 | 6,019,730 | 5,254,313 | |||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 65,471,518 | $ | 52,302,406 | $ | 48,152,207 | ||||||||||||||||||||
| Net interest income - taxable equivalent basis | $ | 2,086,285 | 3.54 | % | $ | 1,555,297 | 3.31 | % | $ | 1,526,581 | 3.54 | % | ||||||||||||||
| Taxable equivalent adjustment | (28,411) | (24,514) | (23,428) | |||||||||||||||||||||||
| Net interest income (GAAP) | $ | 2,057,874 | 3.49 | % | $ | 1,530,783 | 3.26 | % | $ | 1,503,153 | 3.49 | % |
(1)Interest income is reflected on a fully taxable equivalent basis.
(2)Includes loans held-for-sale.
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The following table presents the dollar amount of changes in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid for the years ended December 31.
| From 2024 to 2025 | From 2023 to 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Attributed to | Total | Attributed to | |||||||||||||||
| (dollars in thousands) | Change (1) | Volume | Rate | Change (1) | Volume | Rate | ||||||||||||
| Interest Income | ||||||||||||||||||
| Money market and other interest-earning investments | $ | 2,389 | $ | 12,669 | $ | (10,280) | $ | 6,152 | $ | 3,060 | $ | 3,092 | ||||||
| Investment securities (2) | 166,614 | 113,269 | 53,345 | 58,338 | 18,338 | 40,000 | ||||||||||||
| Loans (3) | 503,096 | 537,210 | (34,114) | 331,426 | 196,965 | 134,461 | ||||||||||||
| Total interest income | 672,099 | 663,148 | 8,951 | 395,916 | 218,363 | 177,553 | ||||||||||||
| Interest Expense | ||||||||||||||||||
| Checking and NOW deposits | 9,136 | 15,675 | (6,539) | 18,478 | (1,399) | 19,877 | ||||||||||||
| Savings deposits | (5,261) | (215) | (5,046) | 4,981 | (2,392) | 7,373 | ||||||||||||
| Money market deposits | 23,215 | 135,615 | (112,400) | 200,105 | 120,256 | 79,849 | ||||||||||||
| Time deposits, excluding brokered deposits | 37,036 | 66,851 | (29,815) | 106,704 | 59,488 | 47,216 | ||||||||||||
| Brokered deposits | 42,829 | 61,059 | (18,230) | 31,634 | 27,367 | 4,267 | ||||||||||||
| Federal funds purchased and interbank borrowings | 1,186 | 2,092 | (906) | (8,150) | (9,090) | 940 | ||||||||||||
| Securities sold under agreements to repurchase | (184) | 166 | (350) | (547) | (758) | 211 | ||||||||||||
| Federal Home Loan Bank advances | 37,539 | 39,611 | (2,072) | 15,457 | (3,551) | 19,008 | ||||||||||||
| Other borrowings | (4,385) | 933 | (5,318) | (1,462) | (1,953) | 491 | ||||||||||||
| Total interest expense | 141,111 | 321,787 | (180,676) | 367,200 | 187,968 | 179,232 | ||||||||||||
| Net interest income - taxable equivalent basis | $ | 530,988 | $ | 341,361 | $ | 189,627 | $ | 28,716 | $ | 30,395 | $ | (1,679) |
(1) The variance not solely due to rate or volume is allocated equally between the rate and volume variances.
(2) Interest on investment securities includes the effect of taxable equivalent adjustments of $10.5 million in 2025, $11.1 million in 2024, and $11.5 million in 2023; using the federal statutory tax rate in effect of 21%.
(3) Interest on loans includes the effect of taxable equivalent adjustments of $17.9 million in 2025, $13.4 million in 2024, and $11.9 million, in 2023; using the federal statutory tax rate in effect of 21%.
Net interest income in 2025 increased compared to 2024 driven by the acquisition of Bremer as well as strong loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.
The increase in the net interest margin on a fully taxable equivalent basis in 2025 when compared to 2024 was primarily due to the impact of Bremer, loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities. The yield on average earning assets was 5.59% in both 2024 and 2025 and the cost of interest-bearing liabilities decreased 29 basis points from 2.98% in 2024 to 2.69% in 2025. Average earning assets increased by $12.0 billion, or 26%, reflecting an $8.7 billion increase in average loans and a $3.0 billion increase in average investment securities. Average interest-bearing liabilities increased $9.2 billion, or 26%, reflecting an $8.1 billion increase in average interest-bearing deposits and a $1.1 billion increase in average borrowed funds. Average noninterest-bearing deposits increased by $2.3 billion.
The increase in average earning assets in 2025 compared to 2024 was primarily due to Bremer loans and securities acquired as well as strong loan growth. The loan portfolio, including loans held-for-sale, which generally has an average yield higher than the investment portfolio, was 75% of average interest earning assets in 2025, compared to 76% in 2024.
Average loans, including loans held-for-sale, increased $8.7 billion in 2025 compared to 2024 primarily due to Bremer loans acquired as well as strong commercial loan growth. Loans acquired in the Bremer transaction totaled $11.1 billion at transaction close.
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Average non-interest-bearing deposits increased $2.3 billion in 2025 compared to 2024 while average interest-bearing deposits increased $8.1 billion reflecting Bremer deposits assumed and organic growth. Deposits assumed in the Bremer transaction totaled $12.9 billion at the close of the transaction.
Provision for Credit Losses
The following table details the components of provision for credit losses:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | 2023 | 2025 | 2024 | |||||||||
| Provision for credit losses on loans | $ | 183,742 | $ | 120,191 | $ | 59,849 | 52.9 | % | 100.8 | % | ||||
| Provision (release) for credit losses on unfunded loan commitments | 13,979 | (9,572) | (962) | (246.0) | 895.0 | |||||||||
| Total provision for credit losses | $ | 197,721 | $ | 110,619 | $ | 58,887 | 78.7 | % | 87.8 | % | ||||
| Net (charge-offs) recoveries on non-PCD loans | $ | (79,861) | $ | (44,675) | $ | (31,432) | 78.8 | % | 42.1 | % | ||||
| Net (charge-offs) recoveries on PCD loans | (30,428) | (17,329) | (24,478) | 75.6 | (29.2) | |||||||||
| Total net (charge-offs) recoveries on loans | $ | (110,289) | $ | (62,004) | $ | (55,910) | 77.9 | % | 10.9 | % | ||||
| Net charge-offs (recoveries) to average loans | 0.25 | % | 0.17 | % | 0.17 | % | 47.1 | % | — | % |
Total provision for credit losses increased $87.1 million in 2025 compared to 2024 primarily due to credit migration, net charge-offs, and macroeconomic factors. In addition, the provision for credit losses on loans in 2025 included $75.6 million to establish an allowance for credit losses on non-PCD Bremer loans and unfunded loan commitments acquired. The provision for credit losses on loans in 2024 included $15.3 million to establish an allowance for credit losses on non-PCD loans acquired in the CapStar transaction. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. For additional information about non-performing loans, charge-offs, and additional items impacting the provision, refer to the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Noninterest Income
We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. This source of revenue as a percentage of total revenue was 18% in 2025 compared to 19% in 2024.
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The following table details the components of noninterest income:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | 2023 | 2025 | 2024 | |||||||||
| Wealth and investment services fees | $ | 144,161 | $ | 116,791 | $ | 107,784 | 23.4 | % | 8.4 | % | ||||
| Service charges on deposit accounts | 100,406 | 78,175 | 71,945 | 28.4 | 8.7 | |||||||||
| Debit card and ATM fees | 49,288 | 43,400 | 42,153 | 13.6 | 3.0 | |||||||||
| Mortgage banking revenue | 38,406 | 26,237 | 16,319 | 46.4 | 60.8 | |||||||||
| Capital markets income | 37,329 | 20,299 | 24,419 | 83.9 | (16.9) | |||||||||
| Company-owned life insurance | 26,670 | 20,987 | 15,397 | 27.1 | 36.3 | |||||||||
| Debt securities gains (losses), net | (37) | (212) | (6,265) | (82.5) | (96.6) | |||||||||
| Gain on sale of Visa Class B restricted shares | — | — | 21,635 | N/A | (100.0) | |||||||||
| Other income | 70,308 | 49,020 | 39,955 | 43.4 | 22.7 | |||||||||
| Total noninterest income | $ | 466,531 | $ | 354,697 | $ | 333,342 | 31.5 | % | 6.4 | % |
Noninterest income in 2025 included a $5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan. Excluding this gain, noninterest income increased $106.7 million compared to 2024 driven by the acquisition of Bremer in May 2025, the CapStar acquisition in April 2024, organic growth of fee-based businesses, and higher other income.
Mortgage banking revenue increased $12.2 million in 2025 compared to 2024 primarily due to higher mortgage originations, increased loan sales, and the Bremer partnership.
Capital markets income increased $17.0 million in 2025 compared to 2024 primarily due to higher levels of commercial real estate client interest rate swap fees and the Bremer partnership.
Other income increased $21.3 million in 2025 compared to 2024 primarily due to additional other income associated with the acquisitions of Bremer and CapStar, the $5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan, and $4.2 million of net gains on sales of commercial loans.
Noninterest Expense
The following table details the components of noninterest expense:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | 2023 | 2025 | 2024 | |||||||||
| Salaries and employee benefits | $ | 749,013 | $ | 603,095 | $ | 546,364 | 24.2 | % | 10.4 | % | ||||
| Occupancy | 129,170 | 110,429 | 106,676 | 17.0 | 3.5 | |||||||||
| Equipment | 48,354 | 36,588 | 32,163 | 32.2 | 13.8 | |||||||||
| Marketing | 55,210 | 45,607 | 39,511 | 21.1 | 15.4 | |||||||||
| Technology | 120,476 | 88,797 | 80,343 | 35.7 | 10.5 | |||||||||
| Communication | 23,616 | 17,337 | 16,980 | 36.2 | 2.1 | |||||||||
| Professional fees | 61,902 | 35,291 | 27,335 | 75.4 | 29.1 | |||||||||
| FDIC assessment | 48,394 | 44,681 | 56,730 | 8.3 | (21.2) | |||||||||
| Amortization of intangibles | 78,660 | 27,528 | 24,155 | 185.7 | 14.0 | |||||||||
| Amortization of tax credit investments | 26,118 | 13,329 | 15,367 | 95.9 | (13.3) | |||||||||
| Other expense | 144,378 | 71,741 | 80,682 | 101.2 | (11.1) | |||||||||
| Total noninterest expense | $ | 1,485,291 | $ | 1,094,423 | $ | 1,026,306 | 35.7 | % | 6.6 | % |
Noninterest expense in 2025 included $140.9 million of merger-related expenses and a $3.0 million reduction to a previously accrued FDIC special assessment. Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with
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the resolution of the legacy First Midwest plan, $3.0 million for an FDIC special assessment, and $2.6 million of separation expense. Excluding these expenses, noninterest expense increased to $1.3 billion in 2025 compared to $1.0 billion in 2024. This increase was driven by operating costs and additional amortization of intangibles related to the acquisitions of Bremer and CapStar, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.
Amortization of tax credit investments increased $12.8 million in 2025 compared to 2024 primarily due to additional amortization related to the Bremer acquisition. In addition, the recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period. Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date. See Note 9 to the consolidated financial statements for additional information on our tax credit investments.
Provision for Income Taxes
We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 20.5% in 2025 compared to 20.8% in 2024. See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision.
FINANCIAL CONDITION
Overview
At December 31, 2025, our assets were $72.2 billion, an $18.6 billion increase compared to $53.6 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer and organic growth.
Earning Assets
Our earning assets are comprised of investment securities, portfolio loans, loans held-for-sale, money market investments, interest-earning accounts with the Federal Reserve, and equity securities. End of period earning assets were $65.0 billion at December 31, 2025, an increase of $16.9 billion compared to earning assets of $48.0 billion at December 31, 2024.
Investment Securities
We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity based on fluctuating interest rates or changes in our funding requirements.
The investment securities portfolio, including equity securities, was $14.9 billion at December 31, 2025, compared to $10.9 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer. Investment securities represented 23% of end of period earning assets at both December 31, 2025 and December 31, 2024. At December 31, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.
The investment securities available-for-sale portfolio had net unrealized losses of $570.4 million and $890.5 million at December 31, 2025 and December 31, 2024, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $355.3 million and $483.7 million at December 31, 2025 and December 31, 2024, respectively.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 3.80 at December 31, 2025, compared to 4.11 at December 31, 2024. The total investment securities portfolio had an effective duration of 4.51 at December 31, 2025, compared to 5.09 at December 31, 2024. Effective duration represents the percentage change in the fair value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The weighted average yields on investment securities, on a taxable equivalent basis, were 4.01% in 2025 and 3.57% in 2024.
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Loan Portfolio
We lend to consumer and commercial clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size.
The following table presents the composition of the loan portfolio at December 31.
| (dollars in thousands) | 2025 | 2024 | $ Change | % Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | $ | 14,983,861 | $ | 10,288,560 | $ | 4,695,301 | 45.6 | % | ||||
| Commercial real estate | 22,050,007 | 16,307,486 | 5,742,521 | 35.2 | ||||||||
| Residential real estate | 8,467,496 | 6,797,586 | 1,669,910 | 24.6 | ||||||||
| Consumer | 3,262,798 | 2,892,255 | 370,543 | 12.8 | ||||||||
| Total loans | 48,764,162 | 36,285,887 | 12,478,275 | 34.4 | ||||||||
| Allowance for credit losses on loans | (569,520) | (392,522) | (176,998) | 45.1 | ||||||||
| Net loans | $ | 48,194,642 | $ | 35,893,365 | $ | 12,301,277 | 34.3 | % |
The following table presents the contractual maturity distribution and rate sensitivity of loans at December 31, 2025 and an analysis of these loans that have fixed and floating interest rates. The table does not take into account repricing or other forecast assumptions.
| (dollars in thousands) | Within 1 Year | After 1 - 5 Years | After 5 - 15 Years | After 15 Years | Total | % of Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 1,040,192 | $ | 1,872,409 | $ | 631,570 | $ | 526,654 | $ | 4,070,825 | 27 | % | |||||
| Floating | 2,708,812 | 5,294,512 | 1,972,908 | 936,804 | 10,913,036 | 73 | |||||||||||
| Total | $ | 3,749,004 | $ | 7,166,921 | $ | 2,604,478 | $ | 1,463,458 | $ | 14,983,861 | 100 | % | |||||
| Commercial Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 1,882,271 | $ | 4,103,338 | $ | 1,035,489 | $ | 632,174 | $ | 7,653,272 | 35 | % | |||||
| Floating | 3,201,472 | 8,592,521 | 1,872,844 | 729,898 | 14,396,735 | 65 | |||||||||||
| Total | $ | 5,083,743 | $ | 12,695,859 | $ | 2,908,333 | $ | 1,362,072 | $ | 22,050,007 | 100 | % | |||||
| Residential Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 367,911 | $ | 2,555,392 | $ | 2,563,308 | $ | 1,050,766 | $ | 6,537,377 | 77 | % | |||||
| Floating | 47,204 | 412,536 | 739,227 | 731,152 | 1,930,119 | 23 | |||||||||||
| Total | $ | 415,115 | $ | 2,967,928 | $ | 3,302,535 | $ | 1,781,918 | $ | 8,467,496 | 100 | % | |||||
| Consumer | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 341,346 | $ | 861,705 | $ | 147,399 | $ | 180,304 | $ | 1,530,754 | 47 | % | |||||
| Floating | 61,904 | 217,743 | 129,531 | 1,322,866 | 1,732,044 | 53 | |||||||||||
| Total | $ | 403,250 | $ | 1,079,448 | $ | 276,930 | $ | 1,503,170 | $ | 3,262,798 | 100 | % |
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The following table presents the composition of the loan portfolio by state:
| (dollars in thousands) | Commercial | Commercial Real Estate | Residential Real Estate | Consumer | Total Loans | Percent of Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | |||||||||||||||||||||
| Minnesota | $ | 2,764,014 | $ | 5,321,550 | $ | 1,764,412 | $ | 395,087 | $ | 10,245,063 | 21 | % | |||||||||
| Illinois | 2,877,446 | 3,510,507 | 1,451,278 | 610,271 | 8,449,502 | 17 | |||||||||||||||
| Indiana | 1,673,144 | 1,829,012 | 1,101,489 | 935,643 | 5,539,288 | 11 | |||||||||||||||
| Wisconsin | 1,142,850 | 2,713,323 | 564,177 | 184,400 | 4,604,750 | 9 | |||||||||||||||
| Michigan | 781,468 | 1,344,116 | 645,106 | 261,923 | 3,032,613 | 6 | |||||||||||||||
| Tennessee | 461,337 | 1,236,912 | 283,577 | 233,229 | 2,215,055 | 5 | |||||||||||||||
| North Dakota | 466,851 | 1,075,217 | 165,329 | 32,942 | 1,740,339 | 4 | |||||||||||||||
| Kentucky | 353,205 | 669,989 | 262,167 | 379,533 | 1,664,894 | 3 | |||||||||||||||
| Texas | 387,813 | 650,764 | 268,219 | 11,588 | 1,318,384 | 3 | |||||||||||||||
| Florida | 375,539 | 356,188 | 319,375 | 33,988 | 1,085,090 | 2 | |||||||||||||||
| Ohio | 529,201 | 425,355 | 10,399 | 15,511 | 980,466 | 2 | |||||||||||||||
| California | 256,396 | 107,971 | 399,276 | 31,735 | 795,378 | 2 | |||||||||||||||
| Other | 2,914,597 | 2,809,103 | 1,232,692 | 136,948 | 7,093,340 | 15 | |||||||||||||||
| Total | $ | 14,983,861 | $ | 22,050,007 | $ | 8,467,496 | $ | 3,262,798 | $ | 48,764,162 | 100 | % |
Geographic location in the preceding table is determined by collateral location for real estate loans and borrower location for non-real estate loans.
Commercial and Commercial Real Estate Loans
Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% at December 31, 2025, compared to 55% at December 31, 2024. At December 31, 2025, commercial and commercial real estate loans were $37.0 billion, an increase of $10.4 billion compared to December 31, 2024 driven primarily by the acquisition of Bremer, as well as disciplined commercial loan production that was well balanced across our market footprint and product lines, partly offset by the sale of $71 million of commercial real estate loans in 2025.
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The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size at December 31.
| 2025 | 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure(1) | Nonaccrual | Outstanding | Exposure(1) | Nonaccrual | ||||||||||||
| By Industry: | ||||||||||||||||||
| Health care and social assistance | $ | 2,805,380 | $ | 3,464,934 | $ | 24,489 | $ | 1,657,229 | $ | 1,982,352 | $ | 1,636 | ||||||
| Manufacturing | 2,139,977 | 3,614,096 | 16,915 | 1,724,108 | 2,884,035 | 29,886 | ||||||||||||
| Real estate rental and leasing | 1,518,886 | 2,274,601 | 25,021 | 1,024,315 | 1,500,570 | 7,915 | ||||||||||||
| Accommodation and food services | 1,159,348 | 1,422,249 | 19,153 | 579,424 | 679,087 | 7,146 | ||||||||||||
| Construction | 1,064,375 | 2,333,033 | 6,996 | 740,093 | 1,680,577 | 11,690 | ||||||||||||
| Wholesale trade | 1,049,963 | 1,927,612 | 4,154 | 780,643 | 1,480,859 | 2,192 | ||||||||||||
| Professional, scientific, and technical services | 795,520 | 1,367,099 | 6,298 | 558,589 | 987,800 | 7,486 | ||||||||||||
| Agriculture, forestry, fishing, and hunting | 776,845 | 1,126,107 | 5,393 | 278,554 | 391,072 | 2,822 | ||||||||||||
| Finance and insurance | 678,034 | 1,305,205 | 317 | 617,151 | 1,018,320 | 141 | ||||||||||||
| Retail trade | 486,717 | 777,389 | 13,121 | 305,245 | 554,620 | 12,781 | ||||||||||||
| Transportation and warehousing | 474,426 | 634,311 | 29,733 | 459,988 | 597,413 | 21,771 | ||||||||||||
| Administrative and support and waste management and remediation services | 440,155 | 667,738 | 4,552 | 392,955 | 573,061 | 3,363 | ||||||||||||
| Public administration | 306,621 | 344,205 | — | 167,410 | 191,005 | — | ||||||||||||
| Educational services | 295,001 | 472,694 | 8 | 243,843 | 372,777 | 5 | ||||||||||||
| Other services | 270,337 | 435,139 | 11,969 | 236,870 | 366,265 | 8,995 | ||||||||||||
| Other | 722,276 | 1,305,821 | 5,723 | 522,143 | 852,984 | 5,975 | ||||||||||||
| Total | $ | 14,983,861 | $ | 23,472,233 | $ | 173,842 | $ | 10,288,560 | $ | 16,112,797 | $ | 123,804 | ||||||
| By Loan Size: | ||||||||||||||||||
| Less than $200,000 | 5 | % | 3 | % | 10 | % | 3 | % | 3 | % | 4 | % | ||||||
| $200,000 to $1,000,000 | 12 | 10 | 16 | 12 | 11 | 14 | ||||||||||||
| $1,000,000 to $5,000,000 | 25 | 24 | 42 | 24 | 24 | 50 | ||||||||||||
| $5,000,000 to $10,000,000 | 17 | 16 | 21 | 14 | 15 | 8 | ||||||||||||
| $10,000,000 to $25,000,000 | 23 | 25 | 11 | 29 | 28 | 24 | ||||||||||||
| Greater than $25,000,000 | 18 | 22 | — | 18 | 19 | — | ||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) Includes unfunded loan commitments.
The following table provides detail on commercial real estate loans classified by property type at December 31.
| 2025 | 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure(1) | Nonaccrual | Outstanding | Exposure(1) | Nonaccrual | ||||||||||||
| By Property Type: | ||||||||||||||||||
| Multifamily | $ | 6,648,859 | $ | 7,978,053 | $ | 104,993 | $ | 5,620,340 | $ | 6,752,819 | $ | 85,937 | ||||||
| Warehouse / Industrial | 4,180,226 | 4,481,580 | 5,144 | 3,034,854 | 3,331,289 | 8,401 | ||||||||||||
| Retail | 3,225,434 | 3,373,296 | 21,636 | 2,295,808 | 2,372,912 | 8,435 | ||||||||||||
| Office | 2,705,874 | 2,891,180 | 49,201 | 2,126,618 | 2,256,299 | 46,078 | ||||||||||||
| Senior housing | 1,269,488 | 1,307,281 | 29,723 | 852,376 | 872,162 | 50,443 | ||||||||||||
| Single family | 616,035 | 632,748 | 4,826 | 531,679 | 545,717 | 6,278 | ||||||||||||
| Other (2) | 3,404,091 | 3,694,867 | 30,737 | 1,845,811 | 2,118,461 | 28,660 | ||||||||||||
| Total | $ | 22,050,007 | $ | 24,359,005 | $ | 246,260 | $ | 16,307,486 | $ | 18,249,659 | $ | 234,232 |
(1) Includes unfunded loan commitments.
(2) Other includes commercial development, agriculture real estate, hotels, self-storage, land development, religion, and mixed-use properties.
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The mix of properties securing the loans in our commercial real estate portfolio is comprised of owner-occupied and non-owner-occupied categories and is diverse in terms of type and geographic location, generally within the Company’s primary market area. Approximately 29% of the commercial real estate portfolio is owner-occupied as of December 31, 2025, compared to 27% at December 31, 2024.
The Company actively reviews its broader loan portfolio in the normal course of business and has performed a targeted review of contractual maturities in its non-owner-occupied commercial real estate portfolio as part of its response to current market conditions to identify exposure to credit risk associated with renewals. At December 31, 2025, the Company held $827.6 million of non-owner-occupied commercial real estate, or 2% of total loans, that mature within 18 months with an interest rate below 4%.
Residential Real Estate Loans
Residential real estate loans held in our portfolio increased $1.7 billion to $8.5 billion at December 31, 2025, compared to December 31, 2024 driven primarily by the acquisition of Bremer and organic growth. Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans. If interest rates decrease in the future, there may be an increase in refinancings and new originations of residential real estate loans. Conversely, future increases in interest rates may result in a decline in the level of refinancings and new originations of residential real estate loans.
Consumer Loans
Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $370.5 million to $3.3 billion at December 31, 2025 compared to December 31, 2024 driven primarily by the acquisition of Bremer and organic growth.
Allowance for Credit Losses on Loans and Unfunded Loan Commitments
At December 31, 2025, the allowance for credit losses on loans was $569.5 million, compared to $392.5 million at December 31, 2024. The increase reflects $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date. In addition, the provision for credit losses on loans in 2025 included $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $35.6 million at December 31, 2025, compared to $21.7 million at December 31, 2024. We increased the allowance for credit losses on unfunded loan commitments by $6.5 million in 2025 as a result of Bremer unfunded loan commitments acquired.
Additional information about our Allowance for Credit Losses is included in the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 4 to the consolidated financial statements.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets at December 31, 2025 totaled $2.9 billion, an increase of $611.9 million compared to December 31, 2024 as a result of goodwill and other intangible assets recorded with the acquisition of Bremer.
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Other Assets
Other assets at December 31, 2025 increased $758.5 million compared to December 31, 2024 reflecting Bremer other assets acquired and higher investments in partnerships, limited liability companies, and other ownership interests that support affordable housing.
Funding
The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings at December 31:
| (dollars in thousands) | 2025 | 2024 | $ Change | % Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deposits: | ||||||||||||
| Noninterest-bearing demand | $ | 13,247,483 | $ | 9,399,019 | $ | 3,848,464 | 40.9 | % | ||||
| Interest-bearing: | ||||||||||||
| Checking and NOW | 10,740,919 | 8,040,331 | 2,700,588 | 33.6 | ||||||||
| Savings | 4,909,138 | 4,753,279 | 155,859 | 3.3 | ||||||||
| Money market | 16,529,631 | 11,875,192 | 4,654,439 | 39.2 | ||||||||
| Time deposits | 9,661,024 | 6,755,739 | 2,905,285 | 43.0 | ||||||||
| Total deposits | 55,088,195 | 40,823,560 | 14,264,635 | 34.9 | ||||||||
| Wholesale borrowings: | ||||||||||||
| Federal funds purchased and interbank borrowings | 100,197 | 385 | 99,812 | N/M | ||||||||
| Securities sold under agreements to repurchase | 261,366 | 268,975 | (7,609) | (2.8) | ||||||||
| Federal Home Loan Bank advances | 6,237,375 | 4,452,559 | 1,784,816 | 40.1 | ||||||||
| Other borrowings | 852,429 | 689,618 | 162,811 | 23.6 | ||||||||
| Total wholesale borrowings | 7,451,367 | 5,411,537 | 2,039,830 | 37.7 | ||||||||
| Total funding | $ | 62,539,562 | $ | 46,235,097 | $ | 16,304,465 | 35.3 | % |
The increase in total deposits was due to Bremer deposits assumed and organic growth. We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 12% at both December 31, 2025 and December 31, 2024. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.
At December 31, 2025, time deposits in excess of the FDIC insurance limit and estimated time deposits that are otherwise uninsured by maturity were as follows:
| (dollars in thousands) | Individual Instruments in Denominations that Meet or Exceed the FDIC Insurance Limit | Estimated Aggregate Time Deposits that Meet or Exceed the FDIC Insurance Limit and Otherwise Uninsured Time Deposits | |||
|---|---|---|---|---|---|
| Three months or less | $ | 1,542,452 | $ | 2,079,688 | |
| Over three through six months | 850,387 | 1,337,092 | |||
| Over six through 12 months | 468,499 | 570,503 | |||
| Over 12 months | 107,242 | 168,435 | |||
| Total | $ | 2,968,580 | $ | 4,155,718 |
At December 31, 2025, the estimated amount of FDIC uninsured deposits for regulatory purposes was $23.7 billion.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities at December 31, 2025 increased $140.8 million compared to December 31, 2024 primarily due to the Bremer acquisition.
Capital
Shareholders’ equity totaled $8.5 billion, or 12% of total assets, at December 31, 2025 and $6.3 billion, or 12% of total assets, at December 31, 2024. Old National issued 50.2 million shares of Common Stock in conjunction with
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the acquisition of Bremer on May 1, 2025 adding $1.0 billion in shareholders’ equity. In addition, Old National issued 21.9 million shares of Common Stock in the settlement of the forward sale agreements adding $443.2 million in shareholders’ equity. Retained earnings and changes in unrealized losses on available-for-sale investment securities also contributed to the increase in shareholders’ equity during 2025. These increases were partially offset by dividends and the repurchase of 2.2 million shares of Common Stock during 2025 under a share repurchase plan that was approved by the Company’s Board of Directors in the first quarter of 2025, which reduced equity by $50.0 million. As of December 31, 2025, Old National had remaining authorization to repurchase up to $150.0 million of its outstanding Common Stock through February 28, 2026. Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 76,618 shareholders of record at December 31, 2025.
Capital Adequacy
Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes Old National’s capital to ensure an optimized capital structure. Accordingly, such evaluations may result in Old National taking a capital action. For additional information on capital adequacy see Note 21 to the consolidated financial statements.
Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress testing is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.
RISK MANAGEMENT
Overview
Old National has adopted a Risk Appetite Statement to enable our Board of Directors, Enterprise Risk Committee of our Board, Executive Leadership Team, and Senior Management to better assess, understand, monitor, and mitigate Old National’s risks. The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal. Our Chief Risk Officer provides quarterly reports to the Board’s Enterprise Risk Committee on various risk topics. The following discussion addresses certain of these major risks including credit, market, and liquidity. Discussion of strategic, talent management, operational, information security and technology, and compliance/regulatory/legal risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K.
Credit Risk
Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.
Investment Activities
All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. See Note 3 to the consolidated financial statements for additional details about our investment security portfolio.
Counterparty Exposure
Counterparty exposure is the risk that the other party in a financial transaction will not fulfill its obligation. We define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased, repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial services industry. Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service. There are provisions in our agreements with the counterparties that
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allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. Total credit exposure is monitored by counterparty and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was an asset of $48.9 million at December 31, 2025.
Lending Activities
Commercial
Commercial and industrial loans are made primarily for the purpose of financing equipment acquisition, borrower expansion, working capital, and other general business purposes. Lease financing consists of direct financing leases and is used by commercial clients to finance capital purchases ranging from computer equipment to transportation equipment. The credit decisions for these transactions are based upon an assessment of the overall financial capacity of the applicant. A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved. In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.
Commercial mortgages and construction loans are offered to real estate investors, developers, and builders primarily domiciled in the geographic Midwest and Southeast market areas we serve. These loans are secured by first mortgages on real estate at LTV margins deemed appropriate for the property type, quality, location, and sponsorship. Generally, these LTV ratios do not exceed 80%, although higher levels may be permitted with additional non-real estate collateral, increased guaranties, accelerated amortization, or other mitigating factors. The commercial properties are predominantly multi-family and non-residential properties such as retail centers, industrial properties as well as, to a lesser extent, more specialized properties. Substantially all of our commercial real estate loans are secured by properties located in our primary market area.
In the underwriting of our commercial real estate loans, we obtain appraisals for the underlying properties. Decisions to lend are based on the economic viability of the property and the creditworthiness of the borrower. In evaluating a proposed commercial real estate loan, we primarily emphasize the ratio of the property’s projected net cash flows to the loan’s debt service requirement. The debt service coverage ratio normally is not less than 120% and it is computed after deduction for a vacancy factor and property expenses as appropriate. In addition, a personal guarantee of the loan or a portion thereof is often required from the principal(s) of the borrower. In most cases, we require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and flood insurance, if appropriate, in order to protect our security interest in the underlying property. In addition, business interruption insurance or other insurance may be required.
Construction loans are underwritten against projected cash flows derived from rental income, business income from an owner-occupant, or the sale of the property to an end-user. We may mitigate the risks associated with these types of loans by requiring fixed-price construction contracts, performance and payment bonding, controlled disbursements, and pre-sale contracts or pre-lease agreements.
Consumer
We offer a variety of first mortgage and junior lien loans to consumers within our markets, with residential home mortgages comprising our largest consumer loan category. These loans are secured by a primary residence and are underwritten using traditional underwriting systems to assess the credit risks of the consumer. Decisions are primarily based on LTV ratios, DTI ratios, liquidity, and credit scores. A maximum LTV ratio of 90% is generally required, although higher levels may be permitted with mortgage insurance or other mitigating factors. We offer fixed rate mortgages and variable rate mortgages with interest rates that are subject to change every year after the first, third, fifth, or seventh year, depending on the product and are based on indexed rates such as prime. We do not offer payment-option facilities, sub-prime loans, or any product with negative amortization.
Home equity loans are secured primarily by second mortgages on residential property of the borrower. The underwriting terms for the home equity product generally permit borrowing availability, in the aggregate, up to 90% of the appraised value of the collateral property at the time of origination. We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation.
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Automobile loans include loans and leases secured by new or used automobiles. We originate automobile loans and leases primarily on an indirect basis through selected dealerships. We require borrowers to maintain collision insurance on automobiles securing consumer loans, with us listed as loss payee. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity, including credit history and the ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount.
Asset Quality
Community-based lending personnel, along with region-based independent underwriting and analytic support staff, extend credit under guidelines established and administered by management and overseen by our Enterprise Risk Committee. This committee, which meets quarterly, is made up of independent outside directors. The committee monitors credit quality through its general review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs. In addition, the committee provides oversight of loan policy changes as recommended by management with the objective of maintaining an appropriate lending policy for the current lending environment.
We lend to consumer and commercial clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At December 31, 2025, our average commercial loan size was approximately $771,000 and our average commercial real estate loan size was approximately $1,486,000. At December 31, 2025, we had minimal exposure to foreign borrowers and no sovereign debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the Midwest and Southeast regions of the United States.
The following table presents a summary of under-performing assets as well as criticized and classified assets at December 31:
| (dollars in thousands) | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Nonaccrual loans | $ | 521,245 | $ | 447,979 | |
| Past due loans (90 days or more and still accruing) | 2,691 | 4,060 | |||
| Foreclosed assets | 6,235 | 4,294 | |||
| Total under-performing assets | $ | 530,171 | $ | 456,333 | |
| Classified loans (includes nonaccrual, past due 90 days or more, and other problem loans) | $ | 2,283,157 | $ | 1,525,452 | |
| Other classified assets (1) | 20,616 | 58,954 | |||
| Special mention loans | 805,901 | 908,630 | |||
| Total criticized and classified assets | $ | 3,109,674 | $ | 2,493,036 | |
| Asset Quality Ratios: | |||||
| Nonaccrual loans/total loans (2) | 1.07 | % | 1.23 | % | |
| Under-performing assets/total loans (2) | 1.09 | 1.26 | |||
| Under-performing assets/total assets | 0.73 | 0.85 | |||
| Allowance for credit losses on loans/under-performing assets | 107.42 | 86.02 | |||
| Allowance for credit losses on loans/nonaccrual loans | 109.26 | 87.62 |
(1)Includes investment securities that fell below investment grade rating.
(2)Loans exclude loans held-for-sale.
Under-performing assets increased to $530.2 million at December 31, 2025, compared to $456.3 million at December 31, 2024 primarily due to the Bremer acquisition. Under-performing assets as a percentage of total loans were 1.09% at December 31, 2025, compared to 1.26% at December 31, 2024.
Nonaccrual loans increased $73.3 million from December 31, 2024 to December 31, 2025 primarily due to loans acquired in the Bremer acquisition. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 109.26% at December 31, 2025, compared to 87.62% at December 31, 2024.
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If nonaccrual and renegotiated loans outstanding at December 31, 2025 and 2024, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $31.7 million in 2025 and $20.4 million in 2024 would have been recorded on these loans. The amount of interest income actually recorded on nonaccrual and renegotiated loans was $12.4 million in 2025 and $12.1 million in 2024.
Total criticized and classified assets were $3.1 billion at December 31, 2025, an increase of $616.6 million from December 31, 2024 primarily due to $1.0 billion of criticized and classified loans related to the Bremer acquisition, partially offset by a continued focus on active portfolio management. Other classified assets include investment securities that fell below investment grade rating totaling $20.6 million at December 31, 2025, compared to $59.0 million at December 31, 2024.
Allowance for Credit Losses on Loans and Unfunded Loan Commitments
Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures (unfunded loan commitments) is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
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The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow:
| Statement Balance | Portfolio Segment Reclassifications | Portfolio Segment After Reclassifications | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | ||||||||||
| December 31, 2025 | ||||||||||
| Commercial | $ | 14,983,861 | $ | (220,410) | $ | 14,763,451 | ||||
| Commercial real estate | 22,050,007 | (175,670) | 21,874,337 | |||||||
| BBCC | N/A | 396,080 | 396,080 | |||||||
| Residential real estate | 8,467,496 | — | 8,467,496 | |||||||
| Consumer | 3,262,798 | (3,262,798) | N/A | |||||||
| Indirect | N/A | 1,075,235 | 1,075,235 | |||||||
| Direct | N/A | 649,297 | 649,297 | |||||||
| Home equity | N/A | 1,538,266 | 1,538,266 | |||||||
| Total | $ | 48,764,162 | $ | — | $ | 48,764,162 | ||||
| December 31, 2024 | ||||||||||
| Commercial | $ | 10,288,560 | $ | (232,301) | $ | 10,056,259 | ||||
| Commercial real estate | 16,307,486 | (174,438) | 16,133,048 | |||||||
| BBCC | N/A | 406,739 | 406,739 | |||||||
| Residential real estate | 6,797,586 | — | 6,797,586 | |||||||
| Consumer | 2,892,255 | (2,892,255) | N/A | |||||||
| Indirect | N/A | 1,096,778 | 1,096,778 | |||||||
| Direct | N/A | 514,144 | 514,144 | |||||||
| Home equity | N/A | 1,281,333 | 1,281,333 | |||||||
| Total | $ | 36,285,887 | $ | — | $ | 36,285,887 |
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The following table details activity in our allowance for credit losses on loans for the years ended December 31:
| (dollars in thousands) | 2025 | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|---|
| Beginning allowance for credit losses on loans | $ | 392,522 | $ | 307,610 | $ | 303,671 | ||
| Allowance established for acquired PCD loans | 103,546 | 26,725 | — | |||||
| Loans charged-off: | ||||||||
| Commercial | 63,352 | 36,172 | 41,451 | |||||
| Commercial real estate | 43,647 | 18,565 | 11,198 | |||||
| BBCC | 2,150 | 1,801 | 1,650 | |||||
| Residential real estate | 570 | 14 | 256 | |||||
| Indirect | 7,450 | 5,610 | 2,948 | |||||
| Direct | 7,597 | 8,672 | 10,517 | |||||
| Home equity | 261 | 470 | 443 | |||||
| Total charge-offs | 125,027 | 71,304 | 68,463 | |||||
| Recoveries on charged-off loans: | ||||||||
| Commercial | 4,547 | 1,623 | 4,172 | |||||
| Commercial real estate | 2,717 | 2,713 | 2,417 | |||||
| BBCC | 611 | 325 | 275 | |||||
| Residential real estate | 505 | 883 | 1,268 | |||||
| Indirect | 2,583 | 1,274 | 1,559 | |||||
| Direct | 2,525 | 2,152 | 2,331 | |||||
| Home equity | 1,249 | 330 | 531 | |||||
| Total recoveries | 14,737 | 9,300 | 12,553 | |||||
| Net charge-offs (recoveries) | 110,290 | 62,004 | 55,910 | |||||
| Provision for credit losses on loans | 183,742 | 120,191 | 59,849 | |||||
| Ending allowance for credit losses on loans | $ | 569,520 | $ | 392,522 | $ | 307,610 | ||
| Beginning allowance for credit losses on unfunded loan commitments | $ | 21,654 | $ | 31,226 | $ | 32,188 | ||
| Provision for credit losses on unfunded loan commitments acquired during the period | 6,458 | 1,763 | — | |||||
| Provision (release) for provision for credit losses on unfunded loan commitments | 7,521 | (11,335) | (962) | |||||
| Ending allowance for credit losses on unfunded loan commitments | $ | 35,633 | $ | 21,654 | $ | 31,226 | ||
| Allowance for credit losses | $ | 605,153 | $ | 414,176 | $ | 338,836 | ||
| Average loans for the year (1) | $ | 44,221,486 | $ | 35,506,298 | $ | 32,233,020 | ||
| Asset Quality Ratios: | ||||||||
| Allowance for credit losses on loans/year-end loans (1) | 1.17 | % | 1.08 | % | 0.93 | % | ||
| Allowance for credit losses on loans/average loans (1) | 1.29 | 1.11 | 0.95 | |||||
| Allowance for credit losses/year-end loans (1) | 1.24 | 1.14 | 1.03 | |||||
| Allowance for credit losses/average loans (1) | 1.37 | 1.17 | 1.05 |
(1)Loans exclude loans held-for-sale.
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The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31:
| (dollars in thousands) | 2025 | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|---|
| Commercial: | ||||||||
| Net charge-offs (recoveries) | $ | 58,805 | $ | 34,549 | $ | 37,279 | ||
| Average loans for the year (1) | $ | 12,796,357 | $ | 9,807,508 | $ | 9,338,940 | ||
| Net charge-offs (recoveries)/average loans | 0.46 | % | 0.35 | % | 0.40 | % | ||
| Commercial real estate: | ||||||||
| Net charge-offs (recoveries) | $ | 40,930 | $ | 15,852 | $ | 8,781 | ||
| Average loans for the year | $ | 20,162,924 | $ | 15,653,383 | $ | 13,248,587 | ||
| Net charge-offs (recoveries)/average loans | 0.20 | % | 0.10 | % | 0.07 | % | ||
| BBCC: | ||||||||
| Net charge-offs (recoveries) | $ | 1,539 | $ | 1,476 | $ | 1,375 | ||
| Average loans for the year | $ | 396,545 | $ | 403,929 | $ | 385,171 | ||
| Net charge-offs (recoveries)/average loans | 0.39 | % | 0.37 | % | 0.36 | % | ||
| Residential real estate: | ||||||||
| Net charge-offs (recoveries) | $ | 65 | $ | (869) | $ | (1,012) | ||
| Average loans for the year (1) | $ | 7,785,982 | $ | 6,808,655 | $ | 6,642,224 | ||
| Net charge-offs (recoveries)/average loans | — | % | (0.01) | % | (0.02) | % | ||
| Indirect: | ||||||||
| Net charge-offs (recoveries) | $ | 4,867 | $ | 4,336 | $ | 1,389 | ||
| Average loans for the year | $ | 1,075,256 | $ | 1,125,139 | $ | 1,013,560 | ||
| Net charge-offs (recoveries)/average loans | 0.45 | % | 0.39 | % | 0.14 | % | ||
| Direct: | ||||||||
| Net charge-offs (recoveries) | $ | 5,072 | $ | 6,520 | $ | 8,186 | ||
| Average loans for the year | $ | 570,174 | $ | 478,450 | $ | 568,345 | ||
| Net charge-offs (recoveries)/average loans | 0.89 | % | 1.36 | % | 1.44 | % | ||
| Home equity: | ||||||||
| Net charge-offs (recoveries) | $ | (988) | $ | 140 | $ | (88) | ||
| Average loans for the year | $ | 1,434,248 | $ | 1,229,234 | $ | 1,036,193 | ||
| Net charge-offs (recoveries)/average loans | (0.07) | % | 0.01 | % | (0.01) | % | ||
| Total loans: | ||||||||
| Net charge-offs (recoveries) | $ | 110,290 | $ | 62,004 | $ | 55,910 | ||
| Average loans for the year (1) | $ | 44,221,486 | $ | 35,506,298 | $ | 32,233,020 | ||
| Net charge-offs (recoveries)/average loans | 0.25 | % | 0.17 | % | 0.17 | % |
(1)Average loans exclude loans held-for-sale.
The allowance for credit losses on loans was $569.5 million at December 31, 2025, compared to $392.5 million at December 31, 2024. The increase reflects $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date as well as $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
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The following table details the allowance for credit losses on loans by loan category and the percentage of loans in each category compared to total loans at December 31.
| 2025 | 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allowance Amount | % of Loans to Total Loans | Allowance Amount | % of Loans to Total Loans | |||||||
| Commercial | $ | 244,670 | 30.3 | % | $ | 148,722 | 27.7 | % | |||
| Commercial real estate | 268,332 | 44.9 | 200,309 | 44.5 | |||||||
| BBCC | 2,371 | 0.8 | 2,813 | 1.1 | |||||||
| Residential real estate | 34,394 | 17.4 | 22,922 | 18.8 | |||||||
| Indirect | 8,021 | 2.2 | 8,434 | 3.0 | |||||||
| Direct | 2,478 | 1.3 | 2,304 | 1.4 | |||||||
| Home equity | 9,254 | 3.1 | 7,018 | 3.5 | |||||||
| Total | $ | 569,520 | 100.0 | % | $ | 392,522 | 100.0 | % |
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $35.6 million at December 31, 2025, compared to $21.7 million at December 31, 2024. We increased the allowance for credit losses on unfunded loan commitments by $6.5 million in 2025 as a result of Bremer unfunded loan commitments acquired.
See the section entitled “Risk Factors” in Item 1A of this Form 10-K for further discussion of our credit risk.
Market Risk
Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.
The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.
In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including:
•adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;
•changing product pricing strategies;
•modifying characteristics of the investment securities portfolio; or
•using derivative financial instruments, to a limited degree.
A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and
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interest rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions. The net interest income projections across all interest rate scenarios include the expected impact of purchase accounting accretion due to recent acquisitions. Due to the dynamics of future interest rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure. The forward curve represents the relationship between the price of forward contracts and the time to maturity of the forward contracts at a point in time.
The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model as of December 31, 2025 and 2024:
| Immediate Rate Decrease | 12/31/2025 Forward Curve | Immediate Rate Increase | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | -300 Basis Points | -200 Basis Points | -100 Basis Points | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | ||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Projected interest income: | |||||||||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 1,001,298 | $ | 1,137,630 | $ | 1,246,058 | $ | 1,337,858 | $ | 1,344,272 | $ | 1,412,549 | $ | 1,463,214 | $ | 1,510,596 | |||||||
| Loans | 3,950,791 | 4,568,985 | 5,179,563 | 5,593,251 | 5,786,393 | 6,380,373 | 6,962,166 | 7,540,052 | |||||||||||||||
| Total interest income | 4,952,089 | 5,706,615 | 6,425,621 | 6,931,109 | 7,130,665 | 7,792,922 | 8,425,380 | 9,050,648 | |||||||||||||||
| Projected interest expense: | |||||||||||||||||||||||
| Deposits | 309,028 | 658,093 | 1,108,814 | 1,425,816 | 1,603,605 | 2,053,854 | 2,504,100 | 2,954,351 | |||||||||||||||
| Borrowings | 384,519 | 538,221 | 691,683 | 812,941 | 859,307 | 1,044,121 | 1,229,563 | 1,415,092 | |||||||||||||||
| Total interest expense | 693,547 | 1,196,314 | 1,800,497 | 2,238,757 | 2,462,912 | 3,097,975 | 3,733,663 | 4,369,443 | |||||||||||||||
| Net interest income | $ | 4,258,542 | $ | 4,510,301 | $ | 4,625,124 | $ | 4,692,352 | $ | 4,667,753 | $ | 4,694,947 | $ | 4,691,717 | $ | 4,681,205 | |||||||
| Change from base | $ | (409,211) | $ | (157,452) | $ | (42,629) | $ | 24,599 | $ | 27,194 | $ | 23,964 | $ | 13,452 | |||||||||
| % change from base | (8.77) | % | (3.37) | % | (0.91) | % | 0.53 | % | 0.58 | % | 0.51 | % | 0.29 | % | |||||||||
| Immediate Rate Decrease | Immediate Rate Increase | ||||||||||||||||||||||
| -300 Basis Points | -200 Basis Points | -100 Basis Points | 12/31/2024 Forward Curve | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | ||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Projected interest income: | |||||||||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 756,016 | $ | 820,128 | $ | 886,917 | $ | 932,411 | $ | 940,953 | $ | 989,890 | $ | 1,037,089 | $ | 1,082,891 | |||||||
| Loans | 3,023,593 | 3,501,994 | 3,952,385 | 4,279,851 | 4,374,147 | 4,776,162 | 5,174,154 | 5,572,157 | |||||||||||||||
| Total interest income | 3,779,609 | 4,322,122 | 4,839,302 | 5,212,262 | 5,315,100 | 5,766,052 | 6,211,243 | 6,655,048 | |||||||||||||||
| Projected interest expense: | |||||||||||||||||||||||
| Deposits | 435,080 | 765,918 | 1,097,429 | 1,349,350 | 1,456,547 | 1,821,056 | 2,157,983 | 2,494,958 | |||||||||||||||
| Borrowings | 290,095 | 377,714 | 473,141 | 539,410 | 562,335 | 652,442 | 742,530 | 832,646 | |||||||||||||||
| Total interest expense | 725,175 | 1,143,632 | 1,570,570 | 1,888,760 | 2,018,882 | 2,473,498 | 2,900,513 | 3,327,604 | |||||||||||||||
| Net interest income | $ | 3,054,434 | $ | 3,178,490 | $ | 3,268,732 | $ | 3,323,502 | $ | 3,296,218 | $ | 3,292,554 | $ | 3,310,730 | $ | 3,327,444 | |||||||
| Change from base | $ | (241,784) | $ | (117,728) | $ | (27,486) | $ | 27,284 | $ | (3,664) | $ | 14,512 | $ | 31,226 | |||||||||
| % change from base | (7.34) | % | (3.57) | % | (0.83) | % | 0.83 | % | (0.11) | % | 0.44 | % | 0.95 | % |
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The following table illustrates the upper bound, Federal Funds Rate assumed in the simulation above at December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Basis Point Change Scenario | Federal FundsRate (1) | Month 12 (2) | Federal FundsRate (1) | Month 12 (2) | ||||||
| +300 | 3.75 | % | 6.75 | % | 4.50 | % | 7.50 | % | ||
| +200 | 3.75 | % | 5.75 | % | 4.50 | % | 6.50 | % | ||
| +100 | 3.75 | % | 4.75 | % | 4.50 | % | 5.50 | % | ||
| Base | 3.75 | % | 3.75 | % | 4.50 | % | 4.50 | % | ||
| -100 | 3.75 | % | 2.75 | % | 4.50 | % | 3.50 | % | ||
| -200 | 3.75 | % | 1.75 | % | 4.50 | % | 2.50 | % | ||
| -300 | 3.75 | % | 0.75 | % | 4.50 | % | 1.50 | % |
(1)Represents the upper bound, Federal Funds Rate.
(2)Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.
Our projected net interest income increased year over year driven by the Bremer acquisition, loan growth, and asset repricing due to current interest rates and economic conditions. Our overall strategy is consistent period over period, as we continue to manage our balance sheet toward a neutral interest rate risk position in a disciplined manner.
A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which align with our approach to deposit pricing and are consistent period over period. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested.
We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $14.8 million at December 31, 2025, compared to a net liability position with a fair value loss of $7.0 million at December 31, 2024. See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments.
Liquidity Risk
Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review with the Enterprise Risk Committee of our Board of Directors and monitor through our Asset/Liability Executive Management Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements. On June 1, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, events at other banking organizations, the housing market, general and local economic conditions, competition in the marketplace, and other factors. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.
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A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2025.
| (dollars in thousands) | |||||
|---|---|---|---|---|---|
| Maturity Bucket | Amount | Rate | |||
| 2026 | $ | 9,271,979 | 3.62 | % | |
| 2027 | 275,838 | 2.78 | |||
| 2028 | 53,190 | 2.50 | |||
| 2029 | 28,147 | 2.34 | |||
| 2030 | 22,270 | 1.91 | |||
| 2031 and beyond | 9,600 | 1.06 | |||
| Total | $ | 9,661,024 | 3.58 | % |
Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings.
The credit ratings of Old National and Old National Bank at December 31, 2025 are shown in the following table.
| Moody's Investors Service | ||
|---|---|---|
| Long-term | Short-term | |
| Old National | Baa1 | N/A |
| Old National Bank | A1 | P-1 |
Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At December 31, 2025, Old National and its subsidiaries had the following availability of liquid funds and borrowings:
| (dollars in thousands) | Parent Company | Subsidiaries | |||
|---|---|---|---|---|---|
| Available liquid funds: | |||||
| Cash and due from banks | $ | 491,210 | $ | 1,334,967 | |
| Unencumbered government-issued debt securities | — | 5,722,173 | |||
| Unencumbered investment grade municipal securities | — | 152,010 | |||
| Unencumbered corporate securities | — | 25,647 | |||
| Availability of borrowings (1): | |||||
| Amount available from Federal Reserve discount window | — | 4,073,623 | |||
| Amount available from Federal Home Loan Bank | — | 8,259,248 | |||
| Total available funds | $ | 491,210 | $ | 19,567,668 |
(1)Based on collateral pledged.
Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2025, Old National Bancorp’s other borrowings outstanding were $356.4 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2024 or 2025 and is not currently required. At December 31, 2025, Old National Bank could pay dividends of $803.3 million without
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prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.
Operational Risk
Operational risk is the risk that inadequate information systems, operational issues, breaches in internal controls, information security breaches, fraud, or unforeseen catastrophes will result in unexpected losses and other adverse impacts to Old National, such as reputational harm. We maintain frameworks, programs, and internal controls to prevent or minimize financial loss from failure of systems, people, or processes. This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyberattacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information. Metrics and measurements are used by our management team in the management of day-to-day operations to ensure effective client service, minimization of service disruptions, and oversight of cybersecurity risk. We continually monitor and internally report on weaknesses in the internal control environment; third party risks; privacy and data governance; cyberattacks; information security or data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process management; external and internal fraud; model risk management; and other risks.
Compliance and Regulatory Risk
Compliance and regulatory risk is the risk that the Company violated or was not in compliance with applicable laws, rules, regulations, regulatory guidance and policies, industry standards, or ethical standards. Compliance with applicable regulatory requirements, internal policies and procedures, and ethical standards is not only the right thing to do, but it is embedded within our culture and mission to assist our clients in achieving financial success. Adherence to this belief is the responsibility of every employee, every day, in everything we do. It is Old National’s policy to comply with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk and internal audit functions, respectively, of the Company. Recognizing that inadvertent violations may occur, risk management activities are established to promptly identify, analyze, and, if necessary, remediate compliance and regulatory issues to limit compliance risk exposure.
Legal Risk
Legal risk generally results from unidentified or unmitigated risks that could result in lawsuits or adverse judgments that negatively affect the operations or financial condition of the Company. Business practices must be executed, as well as products and services delivered, in a manner that is compliant with applicable laws, rules, regulations, and agreements to which we are a party. Corporate governance practices must be compliant with applicable legal requirements and aligned with market practices. The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, regulations, and agreements and expects issues to be identified, analyzed, and remediated in a timely and complete manner.
MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES
The following table presents our material fixed and determinable contractual obligations and significant commitments at December 31, 2025. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.
| Payments Due In | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Note Reference | One Year or Less | Over One Year | Total | |||||
| Deposits without stated maturity | $ | 45,427,171 | $ | — | $ | 45,427,171 | |||
| Time deposits | 10 | 9,271,979 | 389,045 | 9,661,024 | |||||
| Securities sold under agreements to repurchase | 11 | 261,366 | — | 261,366 | |||||
| Federal Home Loan Bank advances | 12 | 2,405,000 | 3,832,375 | 6,237,375 | |||||
| Other borrowings | 13 | 169,740 | 682,689 | 852,429 |
We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently
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and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 19 to the consolidated financial statements.
In the normal course of business, various legal actions and proceedings are pending against us and our affiliates which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is included in Note 20 to the consolidated financial statements.
In addition, liabilities recorded under FASB ASC 740-10 (FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109) are not included in the table because the amount and timing of any cash payments cannot be reasonably estimated. Further discussion of income taxes and liabilities is included in Note 15 to the consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES
Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.
The following accounting policies materially affect our reported earnings and financial condition and require significant judgments and estimates. Management has reviewed these critical accounting estimates and related disclosures with our Audit Committee.
Business Combinations and Goodwill
•Description. For mergers and acquisitions, we are required to record the assets acquired, including identified intangible assets such as core deposit and customer trust relationship intangibles, and the liabilities assumed at their fair value. The difference between consideration and the net fair value of assets acquired is recorded as goodwill. Management uses significant estimates and assumptions to value such items, including projected cash flows, repayment rates, default rates and losses assuming default, discount rates, and realizable collateral values. The allowance for credit losses for PCD loans is recognized within acquisition accounting. The allowance for credit losses for non-PCD assets is recognized as provision for credit losses in the same reporting period as the merger or acquisition. Fair value adjustments are amortized or accreted into the income statement over the estimated life of the acquired assets or assumed liabilities. The purchase date valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with the merger or acquisition. The use of different assumptions could produce significantly different valuation results, which could have material positive or negative effects on our results of operations. The carrying value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill.
•Judgments and Uncertainties. The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, we engage third party specialists to assist in the development of fair values. Preliminary estimates of fair values may be adjusted for a period of time subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments recorded during this period are recognized in the current reporting period. Management uses various valuation methodologies to estimate the fair value of these assets and liabilities, and often involves a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets, and certain other assets and liabilities.
•Effect if Actual Results Differ From Assumptions. Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets,
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including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides.
Allowance for Credit Losses on Loans
•Description. The allowance for credit losses on loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods.
The allowance for credit losses on loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries.
•Judgments and Uncertainties. We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method. The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an allowance. Expected cashflows are created using a combination of contractual payment schedules, calculated PDs, LGD and prepayment assumptions as well as qualitative factors. For commercial and commercial real estate loans, the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine the likelihood of a loan being charged-off within the time horizon. The regression models use combinations of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, home price index, and the BBB ratio. The LGD is defined as credit loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts.
•Effect if Actual Results Differ From Assumptions. The allowance represents management’s best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated changes could have a significant impact on results of operations.
One of the most significant judgments used in determining the allowance for credit losses is the macroeconomic forecast provided by a third party. The economic indices sourced from the macroeconomic forecast and used in projecting loss rates include the national unemployment rate, changes in home price index, changes in the United States gross domestic product, and changes in the BBB ratio. The economic index used in the calculation to which the calculation may be most sensitive is the national unemployment rate. Each reporting period, several macroeconomic forecast scenarios are considered by management. Management selects the macroeconomic forecast that is most reflective of expectations at that point in time. Changes in the macroeconomic forecast, especially for the national unemployment rate, could significantly impact the calculated estimated credit losses.
The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses on loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.
Derivative Financial Instruments
•Description. As part of our overall interest rate risk management, we use derivative instruments to reduce exposure to changes in interest rates and market prices for financial instruments. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items. To the extent hedging relationships are found to be effective, changes in fair value of the
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derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation of the financial statements. All of the derivative financial instruments we use have an active market and indications of fair value can be readily obtained. We are not using the “short-cut” method of accounting for any fair value derivatives.
Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or contract amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring procedures.
•Judgments and Uncertainties. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items.
•Effect if Actual Results Differ From Assumptions. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). However, if in the future the derivative financial instruments used by us no longer qualify for hedge accounting treatment, all changes in fair value of the derivative would flow through the consolidated statements of income in other noninterest income, resulting in greater volatility in our earnings.
Income Taxes
•Description. We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. We review income tax expense and the carrying value of deferred tax assets quarterly; and as new information becomes available, the balances are adjusted as appropriate. FASB ASC 740-10 (FIN 48) prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. See Note 15 to the consolidated financial statements for a further description of our provision and related income tax assets and liabilities.
•Judgments and Uncertainties. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.
•Effect if Actual Results Differ From Assumptions. Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which reserves have been established or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our effective income tax rate in the period of resolution.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and the Audit Committee has reviewed our disclosure relating to it in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000707179-25-000005.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Page | |
|---|---|
| General Overview | 37 |
| Corporate Developments in 2024 | 37 |
| Business Outlook | 38 |
| Financial Highlights | 39 |
| Non-GAAP Financial Measures | 41 |
| Results of Operations | 44 |
| Financial Condition | 50 |
| Risk Management | 56 |
| Material Contractual Obligations, Commitments, and Contingent Liabilities | 67 |
| Critical Accounting Estimates | 68 |
The following is an analysis generally discussing our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, and financial condition as of December 31, 2024 and 2023. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. This discussion contains forward-looking statements concerning our business. Readers are cautioned that, by their nature, forward-looking statements are based on estimates and assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from our expectations that are expressed or implied by any forward-looking statement. The discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially from those expressed or implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference. For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
GENERAL OVERVIEW
Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 30 banking companies headquartered in the United States. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services.
CORPORATE DEVELOPMENTS IN 2024
In 2024, Old National successfully navigated a challenging interest rate environment while remaining on offense with our growth strategy, investing in client-facing and key support talent, and remaining opportunistic for new acquisitions. 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 enabled us to exceed our expectations that we set as we began 2024. Highlights experienced in 2024 included:
•net income applicable to common shareholders of $523.1 million, or $1.68 per diluted common share;
•granular, low-cost deposit franchise; loan to deposit ratio of 89%;
•growth in total deposits of 10%;
•disciplined loan growth of 10%;
•well-managed expenses; and
•stable credit metrics, including net charge-offs to average loans of 0.17%.
Results for 2024 were impacted by $37.3 million of merger-related expenses, $15.3 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, $2.6 million of separation expense, and $0.2 million of net securities losses. Excluding these items, net income applicable to common shares for 2024
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was $578.1 million, or $1.86 per diluted common share on an adjusted basis. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
Our net interest income increased 2% to $1.5 billion during 2024, driven by loans and securities acquired in the CapStar transaction as well as strong loan growth and the interest rate environment. Provision for credit losses increased compared to 2023, reflective of provision expense associated with the CapStar merger as well as loan growth, credit migration, net charge-offs, and macroeconomic factors. Noninterest income increased from $333.3 million in 2023 to $354.7 million in 2024 primarily due to the impact of the CapStar merger, higher wealth and investment services fees, mortgage banking revenues, and other income, partially offset by a gain on sale of Visa Class B restricted shares totaling $21.6 million in 2023. Noninterest expense increased $68.1 million in 2024 compared to 2023. Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, and $2.6 million of separation expense. Noninterest expense in 2023 included $28.7 million of merger-related expenses, a $19.1 million FDIC special assessment, $4.4 million of a contract termination charge, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization. Excluding these expenses, noninterest expense in 2024 increased $68.9 million, reflective of the additional operating costs associated with the impact of the CapStar merger, as well as higher salary and employee benefits reflective of merit increases.
On April 1, 2024, Old National completed its acquisition of CapStar, strengthening our presence in Nashville and other high-growth Southeastern markets. All system conversions related to the CapStar transaction were completed in early July 2024. Later in 2024, we announced our pending partnership with Bremer Bank; the definitive merger agreement has been unanimously approved by the Boards of Directors of Bremer and Old National. The transaction is subject to customary closing conditions and regulatory approvals, including the approval of Bremer shareholders. The transaction is anticipated to close in the middle of 2025.
BUSINESS OUTLOOK
We enter 2025 building on the strong foundation we established in 2024 as we successfully navigated a challenging interest rate environment while remaining on offense with our growth strategy, investing in key talent, and remaining opportunistic for new partnerships. Our basic banking strategy continues to serve us well, with a focus on low-cost core deposits, which grew by approximately 10% in 2024, funding a corresponding 10% growth in loans. We continue to focus on full client relationships that align with our risk-adjusted return requirements, and our credit quality remains strong as we continue to adhere to our disciplined underwriting process. During the fourth quarter of 2024, we announced our partnership with Bremer Bank, which is headquartered in St. Paul, Minnesota and which will enhance our presence in the upper Midwest across Minnesota, North Dakota, and Wisconsin, expand our opportunities to acquire new clients and build on existing relationships within this footprint.
We are confident in our ability to navigate changes in short-term interest rates, shifts in the yield curve, and overall economic conditions as we have for the past 190 years. We will remain on offense and continue to demonstrate our ability to execute on our strategic priorities. We remain focused on the fundamentals of basic banking, including loan and deposit growth, expansion of revenue-generating businesses, strong credit quality, prudent capital deployment, and disciplined expense management within a sound risk management framework to produce positive operating leverage, which allows us to continue to create value for our shareholders and communities.
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FINANCIAL HIGHLIGHTS
The following table sets forth certain financial highlights of Old National for the previous five quarters:
| Three Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||
| 2024 | 2024 | 2024 | 2024 | 2023 | ||||||||||
| Income Statement: | ||||||||||||||
| Net interest income | $ | 394,180 | $ | 391,724 | $ | 388,421 | $ | 356,458 | $ | 364,408 | ||||
| Taxable equivalent adjustment (1) (3) | 5,777 | 6,144 | 6,340 | 6,253 | 6,100 | |||||||||
| Net interest income – taxable equivalent basis (3) | 399,957 | 397,868 | 394,761 | 362,711 | 370,508 | |||||||||
| Provision for credit losses | 27,017 | 28,497 | 36,214 | 18,891 | 11,595 | |||||||||
| Noninterest income | 95,766 | 94,138 | 87,271 | 77,522 | 100,094 | |||||||||
| Noninterest expense | 276,824 | 272,283 | 282,999 | 262,317 | 284,235 | |||||||||
| Net income available to common shareholders | 149,839 | 139,768 | 117,196 | 116,250 | 128,446 | |||||||||
| Per Common Share Data: | ||||||||||||||
| Weighted average diluted common shares | 318,803 | 317,331 | 316,461 | 292,207 | 292,029 | |||||||||
| Net income (diluted) | $ | 0.47 | $ | 0.44 | $ | 0.37 | $ | 0.40 | $ | 0.44 | ||||
| Cash dividends | 0.14 | 0.14 | 0.14 | $ | 0.14 | $ | 0.14 | |||||||
| Common dividend payout ratio (2) | 30 | % | 32 | % | 38 | % | 35 | % | 32 | % | ||||
| Book value | $ | 19.11 | $ | 19.20 | $ | 18.28 | $ | 18.24 | $ | 18.18 | ||||
| Stock price | 21.71 | 18.66 | 17.19 | 17.41 | 16.89 | |||||||||
| Tangible common book value (3) | 11.91 | 11.97 | 11.05 | 11.10 | 11.00 | |||||||||
| Performance Ratios: | ||||||||||||||
| Return on average assets | 1.14 | % | 1.08 | % | 0.92 | % | 0.98 | % | 1.09 | % | ||||
| Return on average common equity | 9.83 | 9.40 | 8.17 | 8.74 | 10.20 | |||||||||
| Return on average tangible common equity (3) | 16.37 | 15.96 | 14.07 | 14.93 | 18.11 | |||||||||
| Net interest margin (3) | 3.30 | 3.32 | 3.33 | 3.28 | 3.39 | |||||||||
| Efficiency ratio (3) | 54.37 | 53.83 | 57.17 | 58.34 | 59.05 | |||||||||
| Net charge-offs to average loans | 0.21 | 0.19 | 0.16 | 0.14 | 0.12 | |||||||||
| Allowance for credit losses on loans to ending loans | 1.08 | 1.05 | 1.01 | 0.95 | 0.93 | |||||||||
| Allowance for credit losses (4) to ending loans | 1.14 | 1.12 | 1.08 | 1.03 | 1.03 | |||||||||
| Non-performing loans to ending loans | 1.23 | 1.22 | 0.94 | 0.98 | 0.83 | |||||||||
| Balance Sheet: | ||||||||||||||
| Total loans | $ | 36,285,887 | $ | 36,400,643 | $ | 36,150,513 | $ | 33,623,319 | $ | 32,991,927 | ||||
| Total assets | 53,552,272 | 53,602,293 | 53,119,645 | 49,534,918 | 49,089,836 | |||||||||
| Total deposits | 40,823,560 | 40,845,746 | 39,999,228 | 37,699,418 | 37,235,180 | |||||||||
| Total borrowed funds | 5,411,537 | 5,449,096 | 6,085,204 | 5,331,161 | 5,331,147 | |||||||||
| Total shareholders’ equity | 6,340,350 | 6,367,298 | 6,075,072 | 5,595,408 | 5,562,900 | |||||||||
| Capital Ratios: | ||||||||||||||
| Risk-based capital ratios: | ||||||||||||||
| Tier 1 common equity | 11.38 | % | 11.00 | % | 10.73 | % | 10.76 | % | 10.70 | % | ||||
| Tier 1 | 11.98 | 11.60 | 11.33 | 11.40 | 11.35 | |||||||||
| Total | 13.37 | 12.94 | 12.71 | 12.74 | 12.64 | |||||||||
| Leverage ratio (to average assets) | 9.21 | 9.05 | 8.90 | 8.96 | 8.83 | |||||||||
| Total equity to assets (averages) | 11.78 | 11.60 | 11.31 | 11.32 | 10.81 | |||||||||
| Tangible common equity to tangible assets (3) | 7.41 | 7.44 | 6.94 | 6.86 | 6.85 | |||||||||
| Nonfinancial Data: | ||||||||||||||
| Full-time equivalent employees | 4,066 | 4,105 | 4,267 | 3,955 | 3,940 | |||||||||
| Banking centers | 280 | 280 | 280 | 258 | 258 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per common share divided by net income per common share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4)Includes the allowance for credit losses on loans and unfunded loan commitments.
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The following table sets forth certain financial highlights of Old National for the year-to-date periods:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2024 | 2023 | ||||||
| Income Statement: | ||||||||
| Net interest income | $ | 1,530,783 | $ | 1,503,153 | ||||
| Taxable equivalent adjustment (1) (3) | 24,514 | 23,428 | ||||||
| Net interest income – taxable equivalent basis (3) | 1,555,297 | 1,526,581 | ||||||
| Provision for credit losses | 110,619 | 58,887 | ||||||
| Noninterest income | 354,697 | 333,342 | ||||||
| Noninterest expense | 1,094,423 | 1,026,306 | ||||||
| Net income available to common shareholders | 523,053 | 565,857 | ||||||
| Per Common Share Data: | ||||||||
| Weighted average diluted common shares | 311,001 | 291,855 | ||||||
| Net income (diluted) | $ | 1.68 | $ | 1.94 | ||||
| Cash dividends | $ | 0.56 | $ | 0.56 | ||||
| Common dividend payout ratio (2) | 33 | % | 29 | % | ||||
| Book value | $ | 19.11 | $ | 18.18 | ||||
| Stock price | 21.71 | 16.89 | ||||||
| Tangible common book value (3) | 11.91 | 11.00 | ||||||
| Performance Ratios: | ||||||||
| Return on average assets | 1.03 | % | 1.21 | % | ||||
| Return on average common equity | 9.06 | 11.29 | ||||||
| Return on average tangible common equity (3) | 15.37 | 20.15 | ||||||
| Net interest margin (3) | 3.31 | 3.54 | ||||||
| Efficiency ratio (3) | 55.85 | 53.70 | ||||||
| Net charge-offs to average loans | 0.17 | 0.17 | ||||||
| Allowance for credit losses on loans to ending loans | 1.08 | 0.93 | ||||||
| Allowance for credit losses (4) to ending loans | 1.14 | 1.03 | ||||||
| Non-performing loans to ending loans | 1.23 | 0.83 | ||||||
| Balance Sheet: | ||||||||
| Total loans | $ | 36,285,887 | $ | 32,991,927 | ||||
| Total assets | 53,552,272 | 49,089,836 | ||||||
| Total deposits | 40,823,560 | 37,235,180 | ||||||
| Total borrowed funds | 5,411,537 | 5,331,147 | ||||||
| Total shareholders’ equity | 6,340,350 | 5,562,900 | ||||||
| Capital Ratios: | ||||||||
| Risk-based capital ratios: | ||||||||
| Tier 1 common equity | 11.38 | % | 10.70 | % | ||||
| Tier 1 | 11.98 | 11.35 | ||||||
| Total | 13.37 | 12.64 | ||||||
| Leverage ratio (to average assets) | 9.21 | 8.83 | ||||||
| Total equity to assets (averages) | 11.51 | 10.91 | ||||||
| Tangible common equity to tangible assets (3) | 7.41 | 6.85 | ||||||
| Nonfinancial Data: | ||||||||
| Full-time equivalent employees | 4,066 | 3,940 | ||||||
| Banking centers | 280 | 258 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per common share divided by net income per common share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4)Includes the allowance for credit losses on loans and unfunded loan commitments.
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NON-GAAP FINANCIAL MEASURES
The Company’s accounting and reporting policies conform to 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 users of the financial information 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 following table.
The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items. These items include merger-related charges associated with completed and pending acquisitions, debt securities gains/losses, separation expense, CECL Day 1 non-PCD provision expense, distribution of excess pension assets expense, FDIC special assessment expense, gain on sale of Visa Class B restricted shares, expenses related to the tragic April 10, 2023 event at our downtown Louisville location (“Louisville expenses”), contract termination charge, and property optimization charges. Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company's underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.
The taxable 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 users of the financial information, 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 shareholders’ equity and retain the effect of AOCI in shareholders’ equity.
Although intended to enhance 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.
41
The following table presents GAAP to non-GAAP reconciliations for the previous five quarters:
| Three Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||||||
| 2024 | 2024 | 2024 | 2024 | 2023 | ||||||||||||||
| Net income per common share: | ||||||||||||||||||
| Net income applicable to common shares | $ | 149,839 | $ | 139,768 | $ | 117,196 | $ | 116,250 | $ | 128,446 | ||||||||
| Adjustments: | ||||||||||||||||||
| Merger-related charges | 8,117 | 6,860 | 19,440 | 2,908 | 5,529 | |||||||||||||
| Debt securities (gains) losses | 122 | 76 | (2) | 16 | 825 | |||||||||||||
| Separation expense | — | 2,646 | — | — | — | |||||||||||||
| CECL Day 1 non-PCD provision expense | — | — | 15,312 | — | — | |||||||||||||
| Distribution of excess pension assets expense | — | — | — | 13,318 | — | |||||||||||||
| FDIC special assessment | — | — | — | 2,994 | 19,052 | |||||||||||||
| Gain on sale of Visa Class B restricted shares | — | — | — | — | (21,635) | |||||||||||||
| Contract termination charge | — | — | — | — | 4,413 | |||||||||||||
| Less: tax effect on net total adjustments (2) | (2,089) | (2,134) | (7,888) | (4,695) | (1,988) | |||||||||||||
| Net income applicable to common shares, adjusted (1) | $ | 155,989 | $ | 147,216 | $ | 144,058 | $ | 130,791 | $ | 134,642 | ||||||||
| Weighted average diluted common shares outstanding | 318,803 | 317,331 | 316,461 | 292,207 | 292,029 | |||||||||||||
| Net income per common share, diluted | $ | 0.47 | $ | 0.44 | $ | 0.37 | $ | 0.40 | $ | 0.44 | ||||||||
| Adjusted net income per common share, diluted (1) | $ | 0.49 | $ | 0.46 | $ | 0.46 | $ | 0.45 | $ | 0.46 | ||||||||
| Tangible common book value: | ||||||||||||||||||
| Shareholders’ common equity | $ | 6,096,631 | $ | 6,123,579 | $ | 5,831,353 | $ | 5,351,689 | $ | 5,319,181 | ||||||||
| Deduct: Goodwill and intangible assets | 2,296,098 | 2,305,084 | 2,306,204 | 2,095,511 | 2,100,966 | |||||||||||||
| Tangible shareholders’ common equity (1) | $ | 3,800,533 | $ | 3,818,495 | $ | 3,525,149 | $ | 3,256,178 | $ | 3,218,215 | ||||||||
| Period end common shares | 318,980 | 318,955 | 318,969 | 293,330 | 292,655 | |||||||||||||
| Tangible common book value (1) | 11.91 | 11.97 | 11.05 | 11.10 | 11.00 | |||||||||||||
| Return on average tangible common equity: | ||||||||||||||||||
| Net income applicable to common shares | $ | 149,839 | $ | 139,768 | $ | 117,196 | $ | 116,250 | $ | 128,446 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 5,428 | 5,558 | 5,569 | 4,091 | 4,402 | |||||||||||||
| Tangible net income (1) | $ | 155,267 | $ | 145,326 | $ | 122,765 | $ | 120,341 | $ | 132,848 | ||||||||
| Average shareholders’ common equity | $ | 6,095,234 | $ | 5,946,352 | $ | 5,735,257 | $ | 5,321,823 | $ | 5,037,768 | ||||||||
| Deduct: Average goodwill and intangible assets | 2,301,177 | 2,304,597 | 2,245,405 | 2,098,338 | 2,103,935 | |||||||||||||
| Average tangible shareholders’ common equity (1) | $ | 3,794,057 | $ | 3,641,755 | $ | 3,489,852 | $ | 3,223,485 | $ | 2,933,833 | ||||||||
| Return on average tangible common equity (1) | 16.37 | % | 15.96 | % | 14.07 | % | 14.93 | % | 18.11 | % | ||||||||
| Net interest margin: | ||||||||||||||||||
| Net interest income | $ | 394,180 | $ | 391,724 | $ | 388,421 | $ | 356,458 | $ | 364,408 | ||||||||
| Taxable equivalent adjustment | 5,777 | 6,144 | 6,340 | 6,253 | 6,100 | |||||||||||||
| Net interest income – taxable equivalent basis (1) | $ | 399,957 | $ | 397,868 | $ | 394,761 | $ | 362,711 | $ | 370,508 | ||||||||
| Average earning assets | $ | 48,411,803 | $ | 47,905,463 | $ | 47,406,849 | $ | 44,175,079 | $ | 43,701,283 | ||||||||
| Net interest margin (1) | 3.30 | % | 3.32 | % | 3.33 | % | 3.28 | % | 3.39 | % | ||||||||
| Efficiency ratio: | ||||||||||||||||||
| Noninterest expense | $ | 276,824 | $ | 272,283 | $ | 282,999 | $ | 262,317 | $ | 284,235 | ||||||||
| Deduct: Intangible amortization expense | 7,237 | 7,411 | 7,425 | 5,455 | 5,869 | |||||||||||||
| Adjusted noninterest expense (1) | $ | 269,587 | $ | 264,872 | $ | 275,574 | $ | 256,862 | $ | 278,366 | ||||||||
| Net interest income – taxable equivalent basis (1) (see above) | $ | 399,957 | $ | 397,868 | $ | 394,761 | $ | 362,711 | $ | 370,508 | ||||||||
| Noninterest income | 95,766 | 94,138 | 87,271 | 77,522 | 100,094 | |||||||||||||
| Deduct: Debt securities gains (losses), net | (122) | (76) | 2 | (16) | (825) | |||||||||||||
| Adjusted total revenue (1) | $ | 495,845 | $ | 492,082 | $ | 482,030 | $ | 440,249 | $ | 471,427 | ||||||||
| Efficiency ratio (1) | 54.37 | % | 53.83 | % | 57.17 | % | 58.34 | % | 59.05 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||||||||
| Tangible shareholders’ equity (1) (see above) | $ | 3,800,533 | $ | 3,818,495 | $ | 3,525,149 | $ | 3,256,178 | $ | 3,218,215 | ||||||||
| Assets | $ | 53,552,272 | $ | 53,602,293 | $ | 53,119,645 | $ | 49,534,918 | $ | 49,089,836 | ||||||||
| Deduct: Goodwill and intangible assets | 2,296,098 | 2,305,084 | 2,306,204 | 2,095,511 | 2,100,966 | |||||||||||||
| Tangible assets (1) | $ | 51,256,174 | $ | 51,297,209 | $ | 50,813,441 | $ | 47,439,407 | $ | 46,988,870 | ||||||||
| Tangible common equity to tangible assets (1) | 7.41 | % | 7.44 | % | 6.94 | % | 6.86 | % | 6.85 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
42
The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2024 | 2023 | ||||||||||
| Net income per common share: | ||||||||||||
| Net income applicable to common shares | $ | 523,053 | $ | 565,857 | ||||||||
| Adjustments: | ||||||||||||
| Merger-related charges | 37,325 | 28,716 | ||||||||||
| CECL Day 1 non-PCD provision expense | 15,312 | — | ||||||||||
| Distribution of excess pension assets expense | 13,318 | — | ||||||||||
| FDIC special assessment | 2,994 | 19,052 | ||||||||||
| Separation expense | 2,646 | — | ||||||||||
| Debt securities (gains) losses | 212 | 6,265 | ||||||||||
| Gain on sale of Visa Class B restricted shares | — | (21,635) | ||||||||||
| Contract termination charge | — | 4,413 | ||||||||||
| Louisville expenses | — | 3,361 | ||||||||||
| Property optimization charges | — | 1,559 | ||||||||||
| Less: tax effect on net total adjustments (2) | (16,806) | (8,361) | ||||||||||
| Net income applicable to common shares, adjusted (1) | $ | 578,054 | $ | 599,227 | ||||||||
| Weighted average diluted common shares outstanding | 311,001 | 291,855 | ||||||||||
| Net income per common share, diluted | $ | 1.68 | $ | 1.94 | ||||||||
| Adjusted net income per common share, diluted (1) | $ | 1.86 | $ | 2.05 | ||||||||
| Tangible common book value: | ||||||||||||
| Shareholders’ common equity | $ | 6,096,631 | $ | 5,319,181 | ||||||||
| Deduct: Goodwill and intangible assets | 2,296,098 | 2,100,966 | ||||||||||
| Tangible shareholders’ common equity (1) | $ | 3,800,533 | $ | 3,218,215 | ||||||||
| Period end common shares | 318,980 | 292,655 | ||||||||||
| Tangible common book value (1) | 11.91 | 11.00 | ||||||||||
| Return on average tangible common equity: | ||||||||||||
| Net income applicable to common shares | $ | 523,053 | $ | 565,857 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 20,646 | 18,116 | ||||||||||
| Tangible net income (1) | $ | 543,699 | $ | 583,973 | ||||||||
| Average shareholders’ common equity | $ | 5,776,011 | $ | 5,010,594 | ||||||||
| Deduct: Average goodwill and intangible assets | 2,237,738 | 2,112,924 | ||||||||||
| Average tangible shareholders’ common equity (1) | $ | 3,538,273 | $ | 2,897,670 | ||||||||
| Return on average tangible common equity (1) | 15.37 | % | 20.15 | % | ||||||||
| Net interest margin: | ||||||||||||
| Net interest income | $ | 1,530,783 | $ | 1,503,153 | ||||||||
| Taxable equivalent adjustment | 24,514 | 23,428 | ||||||||||
| Net interest income – taxable equivalent basis (1) | $ | 1,555,297 | $ | 1,526,581 | ||||||||
| Average earning assets | $ | 46,981,267 | $ | 43,095,730 | ||||||||
| Net interest margin (1) | 3.31 | % | 3.54 | % | ||||||||
| Efficiency ratio: | ||||||||||||
| Noninterest expense | $ | 1,094,423 | $ | 1,026,306 | ||||||||
| Deduct: Intangible amortization expense | 27,528 | 24,155 | ||||||||||
| Adjusted noninterest expense (1) | $ | 1,066,895 | $ | 1,002,151 | ||||||||
| Net interest income – taxable equivalent basis (1) (see above) | $ | 1,555,297 | $ | 1,526,581 | ||||||||
| Noninterest income | 354,697 | 333,342 | ||||||||||
| Deduct: Debt securities gains (losses), net | (212) | (6,265) | ||||||||||
| Adjusted total revenue (1) | $ | 1,910,206 | $ | 1,866,188 | ||||||||
| Efficiency ratio (1) | 55.85 | % | 53.70 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||
| Tangible shareholders’ equity (1) (see above) | $ | 3,800,533 | $ | 3,218,215 | ||||||||
| Assets | $ | 53,552,272 | $ | 49,089,836 | ||||||||
| Deduct: Goodwill and intangible assets | 2,296,098 | 2,100,966 | ||||||||||
| Tangible assets (1) | $ | 51,256,174 | $ | 46,988,870 | ||||||||
| Tangible common equity to tangible assets (1) | 7.41 | % | 6.85 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
43
RESULTS OF OPERATIONS
The following table sets forth certain income statement information of Old National:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2024 | 2023 | 2022 | |||||
| Income Statement Summary: | ||||||||
| Net interest income | $ | 1,530,783 | $ | 1,503,153 | $ | 1,327,936 | ||
| Provision for credit losses | 110,619 | 58,887 | 144,799 | |||||
| Noninterest income | 354,697 | 333,342 | 399,779 | |||||
| Noninterest expense | 1,094,423 | 1,026,306 | 1,038,183 | |||||
| Net income applicable to common shareholders | 523,053 | 565,857 | 414,169 | |||||
| Net income per common share – diluted | 1.68 | 1.94 | 1.50 | |||||
| Other Data: | ||||||||
| Return on average common equity | 9.06 | % | 11.29 | % | 8.92 | % | ||
| Return on average tangible common equity (1) | 15.37 | % | 20.15 | % | 16.34 | % | ||
| Efficiency ratio (1) | 55.85 | % | 53.70 | % | 57.97 | % | ||
| Tier 1 leverage ratio | 9.21 | % | 8.83 | % | 8.52 | % | ||
| Net charge-offs (recoveries) to average loans | 0.17 | % | 0.17 | % | 0.06 | % |
(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
Net Interest Income
Net interest income is the most significant component of our earnings, comprising 81% of 2024 revenues. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities.
The Federal Reserve decreased its interest rates during 2024. The Federal Reserve’s Federal Funds range is currently in a target range of 4.25% to 4.50%, with the Effective Federal Funds Rate at 4.33% at December 31, 2024, and 5.33% at December 31, 2023. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this Item 7 titled “Market Risk” for additional information regarding this risk.
Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.
Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the current federal statutory tax rate in effect of 21% for all periods. This analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis and that it may enhance comparability for peer comparison purposes for both management and investors.
44
The following table presents a three-year average balance sheet and for each major asset and liability category, its related interest income and yield, or its expense and rate for the years ended December 31.
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Taxable equivalent basis, dollars in thousands) | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | |||||||||||||||||
| Earning Assets | ||||||||||||||||||||||||||
| Money market and other interest- earning investments | $ | 887,771 | $ | 45,835 | 5.16 | % | $ | 826,453 | $ | 39,683 | 4.80 | % | $ | 812,296 | $ | 2,814 | 0.35 | % | ||||||||
| Investment securities: | ||||||||||||||||||||||||||
| Treasury and government- sponsored agencies | 2,288,053 | 87,489 | 3.82 | 2,322,792 | 84,771 | 3.65 | 2,290,229 | 47,932 | 2.09 | |||||||||||||||||
| Mortgage-backed securities | 5,829,322 | 185,633 | 3.18 | 5,178,940 | 136,827 | 2.64 | 5,562,442 | 129,411 | 2.33 | |||||||||||||||||
| States and political subdivisions | 1,672,493 | 56,006 | 3.35 | 1,749,722 | 57,847 | 3.31 | 1,805,433 | 57,688 | 3.20 | |||||||||||||||||
| Other securities | 781,969 | 47,821 | 6.12 | 776,456 | 39,166 | 5.04 | 687,926 | 24,133 | 3.51 | |||||||||||||||||
| Total investment securities | 10,571,837 | 376,949 | 3.57 | 10,027,910 | 318,611 | 3.18 | 10,346,030 | 259,164 | 2.50 | |||||||||||||||||
| Loans: (2) | ||||||||||||||||||||||||||
| Commercial | 10,166,184 | 711,562 | 7.00 | 9,570,639 | 639,131 | 6.68 | 8,252,237 | 397,228 | 4.81 | |||||||||||||||||
| Commercial real estate | 15,698,854 | 1,028,387 | 6.55 | 13,405,946 | 825,053 | 6.15 | 11,147,967 | 489,499 | 4.39 | |||||||||||||||||
| Residential real estate loans | 6,823,798 | 266,116 | 3.90 | 6,646,684 | 243,646 | 3.67 | 5,622,901 | 201,637 | 3.59 | |||||||||||||||||
| Consumer | 2,832,823 | 197,316 | 6.97 | 2,618,098 | 164,125 | 6.27 | 2,570,355 | 122,274 | 4.76 | |||||||||||||||||
| Total loans | 35,521,659 | 2,203,381 | 6.20 | 32,241,367 | 1,871,955 | 5.81 | 27,593,460 | 1,210,638 | 4.39 | |||||||||||||||||
| Total earning assets | 46,981,267 | $ | 2,626,165 | 5.59 | % | 43,095,730 | $ | 2,230,249 | 5.18 | % | 38,751,786 | $ | 1,472,616 | 3.80 | % | |||||||||||
| Less: Allowance for credit losses on loans | (348,638) | (302,486) | (261,534) | |||||||||||||||||||||||
| Non-Earning Assets | ||||||||||||||||||||||||||
| Cash and due from banks | 394,350 | 413,569 | 355,391 | |||||||||||||||||||||||
| Other assets | 5,275,427 | 4,945,394 | 4,404,057 | |||||||||||||||||||||||
| Total assets | $ | 52,302,406 | $ | 48,152,207 | $ | 43,249,700 | ||||||||||||||||||||
| Interest-Bearing Liabilities | ||||||||||||||||||||||||||
| Checking and NOW accounts | $ | 7,554,510 | $ | 112,741 | 1.49 | % | $ | 7,664,183 | $ | 94,263 | 1.23 | % | $ | 8,104,844 | $ | 21,321 | 0.26 | % | ||||||||
| Savings accounts | 4,919,559 | 19,922 | 0.40 | 5,638,766 | 14,941 | 0.26 | 6,342,697 | 3,367 | 0.05 | |||||||||||||||||
| Money market accounts | 10,905,756 | 406,739 | 3.73 | 7,249,497 | 206,634 | 2.85 | 4,961,159 | 11,882 | 0.24 | |||||||||||||||||
| Time deposits, excluding brokered deposits | 5,492,898 | 230,132 | 4.19 | 3,875,984 | 123,428 | 3.18 | 2,312,935 | 10,801 | 0.47 | |||||||||||||||||
| Brokered deposits | 1,447,491 | 76,728 | 5.30 | 913,349 | 45,094 | 4.94 | 45,796 | 1,722 | 3.76 | |||||||||||||||||
| Total interest-bearing deposits | 30,320,214 | 846,262 | 2.79 | 25,341,779 | 484,360 | 1.91 | 21,767,431 | 49,093 | 0.23 | |||||||||||||||||
| Federal funds purchased and interbank borrowings | 57,950 | 3,262 | 5.63 | 229,386 | 11,412 | 4.98 | 151,243 | 5,021 | 3.32 | |||||||||||||||||
| Securities sold under agreements to repurchase | 258,630 | 2,752 | 1.06 | 332,853 | 3,299 | 0.99 | 440,619 | 843 | 0.19 | |||||||||||||||||
| FHLB advances | 4,473,800 | 177,317 | 3.96 | 4,568,964 | 161,860 | 3.54 | 2,986,006 | 51,524 | 1.73 | |||||||||||||||||
| Other borrowings | 784,994 | 41,275 | 5.26 | 822,471 | 42,737 | 5.20 | 619,659 | 19,785 | 3.19 | |||||||||||||||||
| Total borrowed funds | 5,575,374 | 224,606 | 4.03 | 5,953,674 | 219,308 | 3.68 | 4,197,527 | 77,173 | 1.84 | |||||||||||||||||
| Total interest-bearing liabilities | $ | 35,895,588 | $ | 1,070,868 | 2.98 | % | $ | 31,295,453 | $ | 703,668 | 2.25 | % | $ | 25,964,958 | $ | 126,266 | 0.49 | % | ||||||||
| Noninterest-Bearing Liabilities and Shareholders’ Equity | ||||||||||||||||||||||||||
| Demand deposits | 9,424,577 | 10,633,806 | 11,750,306 | |||||||||||||||||||||||
| Other liabilities | 962,511 | 968,635 | 676,940 | |||||||||||||||||||||||
| Shareholders’ equity | 6,019,730 | 5,254,313 | 4,857,496 | |||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 52,302,406 | $ | 48,152,207 | $ | 43,249,700 | ||||||||||||||||||||
| Net interest income - taxable equivalent basis | $ | 1,555,297 | 3.31 | % | $ | 1,526,581 | 3.54 | % | $ | 1,346,350 | 3.47 | % | ||||||||||||||
| Taxable equivalent adjustment | (24,514) | (23,428) | (18,414) | |||||||||||||||||||||||
| Net interest income (GAAP) | $ | 1,530,783 | 3.26 | % | $ | 1,503,153 | 3.49 | % | $ | 1,327,936 | 3.43 | % |
(1)Interest income is reflected on a fully taxable equivalent basis.
(2)Includes loans held-for-sale.
45
The following table presents the dollar amount of changes in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid for the years ended December 31.
| From 2023 to 2024 | From 2022 to 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Attributed to | Total | Attributed to | |||||||||||||||
| (dollars in thousands) | Change (1) | Volume | Rate | Change (1) | Volume | Rate | ||||||||||||
| Interest Income | ||||||||||||||||||
| Money market and other interest-earning investments | $ | 6,152 | $ | 3,060 | $ | 3,092 | $ | 36,869 | $ | 386 | $ | 36,483 | ||||||
| Investment securities (2) | 58,338 | 18,338 | 40,000 | 59,447 | (9,039) | 68,486 | ||||||||||||
| Loans (3) | 331,426 | 196,965 | 134,461 | 661,317 | 236,892 | 424,425 | ||||||||||||
| Total interest income | 395,916 | 218,363 | 177,553 | 757,633 | 228,239 | 529,394 | ||||||||||||
| Interest Expense | ||||||||||||||||||
| Checking and NOW deposits | 18,478 | (1,399) | 19,877 | 72,942 | (3,411) | 76,353 | ||||||||||||
| Savings deposits | 4,981 | (2,392) | 7,373 | 11,574 | (1,049) | 12,623 | ||||||||||||
| Money market deposits | 200,105 | 120,256 | 79,849 | 194,752 | 35,379 | 159,373 | ||||||||||||
| Time deposits, excluding brokered deposits | 106,704 | 59,488 | 47,216 | 112,627 | 28,646 | 83,981 | ||||||||||||
| Brokered deposits | 31,634 | 27,367 | 4,267 | 43,372 | 37,726 | 5,646 | ||||||||||||
| Federal funds purchased and interbank borrowings | (8,150) | (9,090) | 940 | 6,391 | 3,237 | 3,154 | ||||||||||||
| Securities sold under agreements to repurchase | (547) | (758) | 211 | 2,456 | (637) | 3,093 | ||||||||||||
| Federal Home Loan Bank advances | 15,457 | (3,551) | 19,008 | 110,336 | 41,837 | 68,499 | ||||||||||||
| Other borrowings | (1,462) | (1,953) | 491 | 22,952 | 8,484 | 14,468 | ||||||||||||
| Total interest expense | 367,200 | 187,968 | 179,232 | 577,402 | 150,212 | 427,190 | ||||||||||||
| Net interest income - taxable equivalent basis | $ | 28,716 | $ | 30,395 | $ | (1,679) | $ | 180,231 | $ | 78,027 | $ | 102,204 |
(1) The variance not solely due to rate or volume is allocated equally between the rate and volume variances.
(2) Interest on investment securities includes the effect of taxable equivalent adjustments of $11.1 million in 2024, $11.5 million in 2023, and $11.5 million in 2022; using the federal statutory tax rate in effect of 21%.
(3) Interest on loans includes the effect of taxable equivalent adjustments of $13.4 million in 2024, $11.9 million in 2023, and $6.9 million, in 2022; using the federal statutory tax rate in effect of 21%.
Net interest income in 2024 increased compared to 2023 primarily due to loans and securities acquired in the CapStar transaction as well as strong loan growth, higher rates on loans and investment securities, and higher accretion income, partially offset by higher balances and costs of average interest-bearing liabilities. Accretion income associated with acquired loans and borrowings totaled $50.8 million in 2024, compared to $28.3 million in 2023.
The decrease in the net interest margin on a fully taxable equivalent basis in 2024 when compared to 2023 was primarily due to higher balances and costs of average interest-bearing liabilities, partially offset by loan growth as well as higher yields on loans. The yield on average earning assets increased 41 basis points from 5.18% in 2023 to 5.59% in 2024 and the cost of interest-bearing liabilities increased 73 basis points from 2.25% in 2023 to 2.98% in 2024. Average earning assets increased by $3.9 billion, or 9%, primarily due to a $3.3 billion increase in average loans. Average interest-bearing liabilities increased $4.6 billion, or 15%, reflecting a $5.0 billion increase in average interest-bearing deposits, partially offset by a reduction in average borrowed funds. Average noninterest-bearing deposits decreased by $1.2 billion.
The increase in average earning assets in 2024 compared to 2023 was primarily due to loans and securities acquired in the CapStar transaction as well as strong loan growth. The loan portfolio, including loans held-for-sale, which generally has an average yield higher than the investment portfolio, was 76% of average interest earning assets in 2024, compared to 75% in 2023.
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Average loans, including loans held-for-sale, increased $3.3 billion in 2024 compared to 2023 primarily due to loans acquired in the CapStar transaction as well as strong commercial real estate loan growth. Loans acquired in the CapStar transaction totaled $2.1 billion at transaction close.
Average non-interest-bearing deposits decreased $1.2 billion in 2024 compared to 2023 while average interest-bearing deposits increased $5.0 billion reflecting a mix shift as a result of the current rate environment, deposits assumed in the CapStar transaction, and organic growth. Total deposit growth in 2024 has allowed us to organically fund loan growth. Deposits assumed in the CapStar transaction totaled $2.6 billion at the close of the transaction.
Provision for Credit Losses
The following table details the components of provision for credit losses:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | 2022 | 2024 | 2023 | |||||||||
| Provision for credit losses on loans | $ | 120,191 | $ | 59,849 | $ | 123,340 | 100.8 | % | (51.5) | % | ||||
| Provision (release) for credit losses on unfunded loan commitments | (9,572) | (962) | 21,309 | 895.0 | (104.5) | |||||||||
| Provision for credit losses on held-to- maturity securities | — | — | 150 | N/A | (100.0) | |||||||||
| Total provision for credit losses | $ | 110,619 | $ | 58,887 | $ | 144,799 | 87.8 | % | (59.3) | % | ||||
| Net (charge-offs) recoveries on non-PCD loans | $ | (44,675) | $ | (31,432) | $ | (4,911) | 42.1 | % | 540.0 | % | ||||
| Net (charge-offs) recoveries on PCD loans | (17,329) | (24,478) | (11,188) | (29.2) | 118.8 | |||||||||
| Total net (charge-offs) recoveries on loans | $ | (62,004) | $ | (55,910) | $ | (16,099) | 10.9 | % | 247.3 | % | ||||
| Net charge-offs (recoveries) to average loans | 0.17 | % | 0.17 | % | 0.06 | % | — | % | 183.3 | % |
Total provision for credit losses increased $51.7 million in 2024 compared to 2023 primarily due to loan growth, credit migration, net charge-offs, and macroeconomic factors. In addition, the provision for credit losses on loans in 2024 included $15.3 million to establish an allowance for credit losses on non-PCD loans acquired in the CapStar transaction. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. For additional information about non-performing loans, charge-offs, and additional items impacting the provision, refer to the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Noninterest Income
We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. This source of revenue as a percentage of total revenue was 19% in 2024 compared to 18% in 2023.
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The following table details the components of noninterest income:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | 2022 | 2024 | 2023 | |||||||||
| Wealth and investment services fees | $ | 116,791 | $ | 107,784 | $ | 100,851 | 8.4 | % | 6.9 | % | ||||
| Service charges on deposit accounts | 78,175 | 71,945 | 72,501 | 8.7 | (0.8) | |||||||||
| Debit card and ATM fees | 43,400 | 42,153 | 40,227 | 3.0 | 4.8 | |||||||||
| Mortgage banking revenue | 26,237 | 16,319 | 23,015 | 60.8 | (29.1) | |||||||||
| Capital markets income | 20,299 | 24,419 | 25,986 | (16.9) | (6.0) | |||||||||
| Company-owned life insurance | 20,987 | 15,397 | 14,564 | 36.3 | 5.7 | |||||||||
| Debt securities gains (losses), net | (212) | (6,265) | (88) | (96.6) | N/M | |||||||||
| Gain on sale of Visa Class B restricted shares | — | 21,635 | — | (100.0) | N/A | |||||||||
| Gain on sale of health savings accounts | — | — | 90,673 | N/A | (100.0) | |||||||||
| Other income | 49,020 | 39,955 | 32,050 | 22.7 | 24.7 | |||||||||
| Total noninterest income | $ | 354,697 | $ | 333,342 | $ | 399,779 | 6.4 | % | (16.6) | % |
Noninterest income increased $21.4 million in 2024 compared to 2023. Noninterest income in 2023 was impacted by a gain on sale of Visa Class B restricted shares totaling $21.6 million as well as $6.3 million of net losses on sales of debt securities. Excluding these items, noninterest income grew $36.9 million primarily due to the acquisition of CapStar, higher wealth and investment services fees, mortgage banking revenue, and other income.
Wealth and investment services fees increased $9.0 million in 2024 compared to 2023 primarily due to higher wealth management fees as a result of continued sales to new and existing customers as well as favorable market conditions and the impact of the acquisition of CapStar.
Mortgage banking revenue increased $9.9 million in 2024 compared to 2023 primarily due to higher mortgage originations and increased loan sales.
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. After the sale, the Company did not hold any remaining Visa Class B restricted shares. See Note 20 to the consolidated financial statements for additional details on the Visa Class B restricted shares.
Other income increased $9.1 million in 2024 compared to 2023 primarily due to additional other income associated with the acquisition of CapStar, discrete items in 2024, and higher commercial loan fees.
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Noninterest Expense
The following table details the components of noninterest expense:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | 2022 | 2024 | 2023 | |||||||||
| Salaries and employee benefits | $ | 603,095 | $ | 546,364 | $ | 575,626 | 10.4 | % | (5.1) | % | ||||
| Occupancy | 110,429 | 106,676 | 100,421 | 3.5 | 6.2 | |||||||||
| Equipment | 36,588 | 32,163 | 27,637 | 13.8 | 16.4 | |||||||||
| Marketing | 45,607 | 39,511 | 32,264 | 15.4 | 22.5 | |||||||||
| Technology | 88,797 | 80,343 | 84,865 | 10.5 | (5.3) | |||||||||
| Communication | 17,337 | 16,980 | 18,846 | 2.1 | (9.9) | |||||||||
| Professional fees | 35,291 | 27,335 | 39,046 | 29.1 | (30.0) | |||||||||
| FDIC assessment | 44,681 | 56,730 | 19,332 | (21.2) | 193.5 | |||||||||
| Amortization of intangibles | 27,528 | 24,155 | 25,857 | 14.0 | (6.6) | |||||||||
| Amortization of tax credit investments | 13,329 | 15,367 | 10,961 | (13.3) | 40.2 | |||||||||
| Property optimization | — | 1,559 | 26,818 | (100.0) | (94.2) | |||||||||
| Other expense | 71,741 | 79,123 | 76,510 | (9.3) | 3.4 | |||||||||
| Total noninterest expense | $ | 1,094,423 | $ | 1,026,306 | $ | 1,038,183 | 6.6 | % | (1.1) | % |
Noninterest expense increased $68.1 million in 2024 compared to 2023. Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, and $2.6 million of separation expense. Noninterest expense in 2023 included $28.7 million of merger-related expenses, a $19.1 million FDIC special assessment, $4.4 million of a contract termination charge, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization. Excluding these expenses, noninterest expense in 2024 increased $68.9 million, reflective of the additional operating costs associated with the acquisition of CapStar, as well as higher salary and employee benefits reflective of merit increases.
FDIC assessment expense decreased $12.0 million in 2024 compared to 2023 primarily due to FDIC special assessments totaling $3.0 million and $19.1 million in 2024 and 2023, respectively, partially offset by higher assessment rates and deposit balances. On November 16, 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the 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 FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion. The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment. Under the rule, the assessment base is the estimated uninsured deposits that an IDI reported in its December 31, 2022 Call Report, excluding the first $5 billion in estimated uninsured deposits. The special assessments will be collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024. Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis. In its December 31, 2022 Call Report, Old National Bank reported estimated uninsured deposits of approximately $12.0 billion. The total of the special assessments for Old National Bank was estimated at $19.1 million, and such amount was recorded as an expense in the year ended December 31, 2023. Old National recorded an additional $3.0 million within FDIC assessment expense for this special assessment in the year ended December 31, 2024.
Provision for Income Taxes
We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 20.8% in 2024 compared to 22.5% in 2023. The lower
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effective tax rate in 2024 compared to 2023 reflected decreases in pre-tax book income and state income taxes combined with increases in tax credits and tax-exempt income. The decrease in state income taxes reflected the recognition of previously unrecognized tax benefits due to the expiration of the statute of limitations. See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision.
FINANCIAL CONDITION
Overview
At December 31, 2024, our assets were $53.6 billion, a $4.5 billion increase compared to $49.1 billion at December 31, 2023. The increase was driven primarily by the acquisition of CapStar, as well as disciplined loan growth.
Earning Assets
Our earning assets are comprised of investment securities, portfolio loans, loans held-for-sale, money market investments, interest-earning accounts with the Federal Reserve, and equity securities. Earning assets were $48.0 billion at December 31, 2024, an increase of $4.1 billion compared to earning assets of $43.9 billion at December 31, 2023.
Investment Securities
We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity based on fluctuating interest rates or changes in our funding requirements.
The investment securities portfolio, including equity securities, was $10.9 billion at December 31, 2024, compared to $10.2 billion at December 31, 2023. The increase was driven primarily by the acquisition of CapStar. Investment securities represented 23% of earning assets at both December 31, 2024 and December 31, 2023. At December 31, 2024, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.
The investment securities available-for-sale portfolio had net unrealized losses of $890.5 million and $869.5 million at December 31, 2024 and December 31, 2023, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $483.7 million and $412.3 million at December 31, 2024 and December 31, 2023, respectively.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.11 at December 31, 2024, compared to 4.24 at December 31, 2023. The total investment securities portfolio had an effective duration of 5.09 at December 31, 2024, compared to 5.35 at December 31, 2023. Effective duration represents the percentage change in the fair value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The weighted average yields on investment securities, on a taxable equivalent basis, were 3.57% in 2024 and 3.18% in 2023.
Loan Portfolio
We lend to commercial and commercial real estate clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size.
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The following table presents the composition of the loan portfolio at December 31.
| (dollars in thousands) | 2024 | 2023 | $ Change | % Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | $ | 10,288,560 | $ | 9,512,230 | $ | 776,330 | 8.2 | % | ||||
| Commercial real estate | 16,307,486 | 14,140,629 | 2,166,857 | 15.3 | ||||||||
| Residential real estate | 6,797,586 | 6,699,443 | 98,143 | 1.5 | ||||||||
| Consumer | 2,892,255 | 2,639,625 | 252,630 | 9.6 | ||||||||
| Total loans | 36,285,887 | 32,991,927 | 3,293,960 | 10.0 | ||||||||
| Allowance for credit losses on loans | (392,522) | (307,610) | (84,912) | 27.6 | ||||||||
| Net loans | $ | 35,893,365 | $ | 32,684,317 | $ | 3,209,048 | 9.8 | % |
The following table presents the contractual maturity distribution and rate sensitivity of loans at December 31, 2024 and an analysis of these loans that have fixed and floating interest rates. The table does not take into account repricing or other forecast assumptions.
| (dollars in thousands) | Within 1 Year | After 1 - 5 Years | After 5 - 15 Years | After 15 Years | Total | % of Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 707,228 | $ | 1,723,046 | $ | 491,330 | $ | 166,772 | $ | 3,088,376 | 30 | % | |||||
| Floating | 1,887,785 | 4,281,241 | 967,909 | 63,249 | 7,200,184 | 70 | |||||||||||
| Total | $ | 2,595,013 | $ | 6,004,287 | $ | 1,459,239 | $ | 230,021 | $ | 10,288,560 | 100 | % | |||||
| Commercial Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 926,388 | $ | 4,112,008 | $ | 901,982 | $ | 173,643 | $ | 6,114,021 | 37 | % | |||||
| Floating | 2,799,704 | 6,042,691 | 1,331,299 | 19,771 | 10,193,465 | 63 | |||||||||||
| Total | $ | 3,726,092 | $ | 10,154,699 | $ | 2,233,281 | $ | 193,414 | $ | 16,307,486 | 100 | % | |||||
| Residential Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 167,532 | $ | 2,007,874 | $ | 1,353,280 | $ | 1,759,147 | $ | 5,287,833 | 78 | % | |||||
| Floating | 33,177 | 146,638 | 428,537 | 901,401 | 1,509,753 | 22 | |||||||||||
| Total | $ | 200,709 | $ | 2,154,512 | $ | 1,781,817 | $ | 2,660,548 | $ | 6,797,586 | 100 | % | |||||
| Consumer | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 348,294 | $ | 1,040,675 | $ | 149,201 | $ | 37,162 | $ | 1,575,332 | 54 | % | |||||
| Floating | 40,794 | 181,299 | 168,857 | 925,973 | 1,316,923 | 46 | |||||||||||
| Total | $ | 389,088 | $ | 1,221,974 | $ | 318,058 | $ | 963,135 | $ | 2,892,255 | 100 | % |
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The following table presents the composition of the loan portfolio by state:
| (dollars in thousands) | Commercial | Commercial Real Estate | Residential Real Estate | Consumer | Total Loans | Percent of Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | |||||||||||||||||||||
| Illinois | $ | 2,806,900 | $ | 3,729,569 | $ | 1,373,409 | $ | 578,009 | $ | 8,487,887 | 23 | % | |||||||||
| Indiana | 1,572,681 | 1,829,208 | 1,064,843 | 904,224 | 5,370,956 | 15 | |||||||||||||||
| Minnesota | 945,820 | 2,188,040 | 594,585 | 144,577 | 3,873,022 | 11 | |||||||||||||||
| Wisconsin | 857,801 | 2,128,859 | 477,489 | 143,734 | 3,607,883 | 10 | |||||||||||||||
| Michigan | 588,542 | 1,437,963 | 654,828 | 257,585 | 2,938,918 | 8 | |||||||||||||||
| Tennessee | 391,033 | 1,247,478 | 204,366 | 251,273 | 2,094,150 | 6 | |||||||||||||||
| Kentucky | 399,139 | 592,848 | 264,513 | 390,503 | 1,647,003 | 5 | |||||||||||||||
| Florida | 158,941 | 389,681 | 380,214 | 32,173 | 961,009 | 3 | |||||||||||||||
| Texas | 225,202 | 272,004 | 260,126 | 16,088 | 773,420 | 2 | |||||||||||||||
| California | 174,993 | 26,733 | 417,028 | 37,807 | 656,561 | 2 | |||||||||||||||
| Ohio | 300,899 | 322,350 | 5,990 | 16,719 | 645,958 | 2 | |||||||||||||||
| Other | 1,866,609 | 2,142,753 | 1,100,195 | 119,563 | 5,229,120 | 13 | |||||||||||||||
| Total | $ | 10,288,560 | $ | 16,307,486 | $ | 6,797,586 | $ | 2,892,255 | $ | 36,285,887 | 100 | % |
Geographic location in the preceding table is determined by collateral location for real estate loans and borrower location for non-real estate loans.
Commercial and Commercial Real Estate Loans
Commercial and commercial real estate loans are the largest classifications within earning assets, representing 55% at December 31, 2024, compared to 54% at December 31, 2023. At December 31, 2024, commercial and commercial real estate loans were $26.6 billion, an increase of $2.9 billion compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as disciplined loan production that was well balanced across our market footprint and product lines.
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The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size at December 31.
| 2024 | 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure(1) | Nonaccrual | Outstanding | Exposure(1) | Nonaccrual | ||||||||||||
| By Industry: | ||||||||||||||||||
| Manufacturing | $ | 1,724,108 | $ | 2,884,035 | $ | 29,886 | $ | 1,589,727 | $ | 2,734,935 | $ | 7,408 | ||||||
| Health care and social assistance | 1,657,229 | 1,982,352 | 1,636 | 1,567,286 | 1,949,250 | 7,390 | ||||||||||||
| Real estate rental and leasing | 1,024,315 | 1,500,570 | 7,915 | 686,008 | 1,035,073 | 700 | ||||||||||||
| Wholesale trade | 780,643 | 1,480,859 | 2,192 | 748,058 | 1,541,951 | 3,789 | ||||||||||||
| Construction | 740,093 | 1,680,577 | 11,690 | 554,312 | 1,437,025 | 2,040 | ||||||||||||
| Finance and insurance | 617,151 | 1,018,320 | 141 | 637,630 | 966,842 | 1 | ||||||||||||
| Accommodation and food services | 579,424 | 679,087 | 7,146 | 389,591 | 503,990 | 705 | ||||||||||||
| Professional, scientific, and technical services | 558,589 | 987,800 | 7,486 | 458,133 | 821,738 | 3,825 | ||||||||||||
| Transportation and warehousing | 459,988 | 597,413 | 21,771 | 453,630 | 703,976 | 1,746 | ||||||||||||
| Administrative and support and waste management and remediation services | 392,955 | 573,061 | 3,363 | 321,018 | 487,359 | 347 | ||||||||||||
| Retail trade | 305,245 | 554,620 | 12,781 | 345,944 | 620,308 | 5,273 | ||||||||||||
| Agriculture, forestry, fishing, and hunting | 278,554 | 391,072 | 2,822 | 255,811 | 392,098 | 415 | ||||||||||||
| Educational services | 243,843 | 372,777 | 5 | 263,539 | 406,867 | 7 | ||||||||||||
| Other services | 236,870 | 366,265 | 8,995 | 208,012 | 400,195 | 9,328 | ||||||||||||
| Public administration | 167,410 | 191,005 | — | 216,939 | 285,963 | — | ||||||||||||
| Other | 522,143 | 852,984 | 5,975 | 816,592 | 1,111,030 | 1,537 | ||||||||||||
| Total | $ | 10,288,560 | $ | 16,112,797 | $ | 123,804 | $ | 9,512,230 | $ | 15,398,600 | $ | 44,511 | ||||||
| By Loan Size: | ||||||||||||||||||
| Less than $200,000 | 3 | % | 3 | % | 4 | % | 3 | % | 3 | % | 5 | % | ||||||
| $200,000 to $1,000,000 | 12 | 11 | 14 | 11 | 10 | 20 | ||||||||||||
| $1,000,000 to $5,000,000 | 24 | 24 | 50 | 24 | 25 | 48 | ||||||||||||
| $5,000,000 to $10,000,000 | 14 | 15 | 8 | 16 | 16 | 7 | ||||||||||||
| $10,000,000 to $25,000,000 | 29 | 28 | 24 | 31 | 28 | 20 | ||||||||||||
| Greater than $25,000,000 | 18 | 19 | — | 15 | 18 | — | ||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) Includes unfunded loan commitments.
The following table provides detail on commercial real estate loans classified by property type at December 31.
| 2024 | 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure(1) | Nonaccrual | Outstanding | Exposure(1) | Nonaccrual | ||||||||||||
| By Property Type: | ||||||||||||||||||
| Multifamily | $ | 5,620,340 | $ | 6,752,819 | $ | 85,937 | $ | 4,794,605 | $ | 6,422,311 | $ | 6,050 | ||||||
| Warehouse / Industrial | 3,034,854 | 3,331,289 | 8,401 | 2,704,656 | 3,308,273 | 6,459 | ||||||||||||
| Retail | 2,295,808 | 2,372,912 | 8,435 | 1,886,233 | 1,958,254 | 29,823 | ||||||||||||
| Office | 2,126,618 | 2,256,299 | 46,078 | 1,948,430 | 2,112,157 | 58,111 | ||||||||||||
| Senior housing | 852,376 | 872,162 | 50,443 | 848,903 | 947,168 | 41,632 | ||||||||||||
| Single family | 531,679 | 545,717 | 6,278 | 450,560 | 476,946 | 3,187 | ||||||||||||
| Other (2) | 1,845,811 | 2,118,461 | 28,660 | 1,507,242 | 1,824,177 | 15,530 | ||||||||||||
| Total | $ | 16,307,486 | $ | 18,249,659 | $ | 234,232 | $ | 14,140,629 | $ | 17,049,286 | $ | 160,792 |
(1) Includes unfunded loan commitments.
(2) Other includes commercial development, agriculture real estate, hotels, self-storage, land development, religion, and mixed-use properties.
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The mix of properties securing the loans in our commercial real estate portfolio is comprised of owner-occupied and non-owner-occupied categories and is diverse in terms of type and geographic location, generally within the Company’s primary market area. Approximately 27% of the commercial real estate portfolio is owner-occupied as of December 31, 2024, compared to 25% at December 31, 2023.
The Company actively reviews its broader loan portfolio in the normal course of business and has performed a targeted review of contractual maturities in its non-owner-occupied commercial real estate portfolio as part of its response to current market conditions to identify exposure to credit risk associated with renewals. At December 31, 2024, the Company held $459.6 million of non-owner-occupied commercial real estate, or 1% of total loans, that mature within 18 months with an interest rate below 4%.
Residential Real Estate Loans
Residential real estate loans held in our portfolio increased $98.1 million to $6.8 billion at December 31, 2024, compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as organic growth. Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans. If interest rates decrease in the future, there may be an increase in refinancings and new originations of residential real estate loans. Conversely, future increases in interest rates may result in a decline in the level of refinancings and new originations of residential real estate loans.
Consumer Loans
Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $252.6 million to $2.9 billion at December 31, 2024 compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as organic growth.
Allowance for Credit Losses on Loans and Unfunded Loan Commitments
At December 31, 2024, the allowance for credit losses on loans was $392.5 million, compared to $307.6 million at December 31, 2023. The increase was driven primarily by the acquisition of CapStar, as well as organic loan growth and other factors. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $21.7 million at December 31, 2024, compared to $31.2 million at December 31, 2023.
Additional information about our Allowance for Credit Losses is included in the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 4 to the consolidated financial statements.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets at December 31, 2024 totaled $2.3 billion, an increase of $195.1 million compared to December 31, 2023 as a result of goodwill and other intangible assets recorded with the acquisition of CapStar.
Other Assets
Other assets at December 31, 2024 increased $175.8 million compared to December 31, 2023 primarily due to higher alternative investments.
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Funding
The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings at December 31:
| (dollars in thousands) | 2024 | 2023 | $ Change | % Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deposits: | ||||||||||||
| Noninterest-bearing demand | $ | 9,399,019 | $ | 9,664,247 | $ | (265,228) | (2.7) | % | ||||
| Interest-bearing: | ||||||||||||
| Checking and NOW | 8,040,331 | 7,331,487 | 708,844 | 9.7 | ||||||||
| Savings | 4,753,279 | 5,099,186 | (345,907) | (6.8) | ||||||||
| Money market | 11,875,192 | 9,561,116 | 2,314,076 | 24.2 | ||||||||
| Time deposits | 6,755,739 | 5,579,144 | 1,176,595 | 21.1 | ||||||||
| Total deposits | 40,823,560 | 37,235,180 | 3,588,380 | 9.6 | ||||||||
| Wholesale borrowings: | ||||||||||||
| Federal funds purchased and interbank borrowings | 385 | 390 | (5) | (1.3) | ||||||||
| Securities sold under agreements to repurchase | 268,975 | 285,206 | (16,231) | (5.7) | ||||||||
| Federal Home Loan Bank advances | 4,452,559 | 4,280,681 | 171,878 | 4.0 | ||||||||
| Other borrowings | 689,618 | 764,870 | (75,252) | (9.8) | ||||||||
| Total wholesale borrowings | 5,411,537 | 5,331,147 | 80,390 | 1.5 | ||||||||
| Total funding | $ | 46,235,097 | $ | 42,566,327 | $ | 3,668,770 | 8.6 | % |
The increase in total deposits was primarily due to deposits assumed in the CapStar transaction as well as organic growth. We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 12% at December 31, 2024, compared to 13% at December 31, 2023. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.
At December 31, 2024, time deposits in excess of the FDIC insurance limit and estimated time deposits that are otherwise uninsured by maturity were as follows:
| (dollars in thousands) | Individual Instruments in Denominations that Meet or Exceed the FDIC Insurance Limit | Estimated Aggregate Time Deposits that Meet or Exceed the FDIC Insurance Limit and Otherwise Uninsured Time Deposits | |||
|---|---|---|---|---|---|
| Three months or less | $ | 907,864 | $ | 1,364,074 | |
| Over three through six months | 662,635 | 1,162,705 | |||
| Over six through 12 months | 376,690 | 535,047 | |||
| Over 12 months | 70,738 | 176,822 | |||
| Total | $ | 2,017,927 | $ | 3,238,648 |
At December 31, 2024, the estimated amount of FDIC uninsured deposits for regulatory purposes was $19.6 billion.
Capital
Shareholders’ equity totaled $6.3 billion, or 12% of total assets, at December 31, 2024 and $5.6 billion, or 11% of total assets, at December 31, 2023. Old National issued 24.0 million shares of Common Stock in conjunction with the acquisition of CapStar on April 1, 2024 adding $417.6 million in shareholders’ equity. Retained earnings were partially offset by dividends during 2024. Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 62,288 shareholders of record at December 31, 2024.
Capital Adequacy
Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes Old National’s capital to ensure an optimized capital
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structure. Accordingly, such evaluations may result in Old National taking a capital action. For additional information on capital adequacy see Note 21 to the consolidated financial statements.
Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, regulatory, compliance, legal, and reputational risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.
RISK MANAGEMENT
Overview
Old National has adopted a Risk Appetite Statement to enable our Board of Directors, Enterprise Risk Committee of our Board, Executive Leadership Team, and Senior Management to better assess, understand, monitor, and mitigate Old National’s risks. The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, talent management, compliance and regulatory, legal, and reputational. Our Chief Risk Officer provides quarterly reports to the Board’s Enterprise Risk Committee on various risk topics. The following discussion addresses certain of these major risks including credit, market, liquidity, operational, compliance and regulatory, and legal. Discussion of strategic, talent management, and reputational risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K.
Credit Risk
Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.
Investment Activities
All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. See Note 3 to the consolidated financial statements for additional details about our investment security portfolio.
Counterparty Exposure
Counterparty exposure is the risk that the other party in a financial transaction will not fulfill its obligation. We define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased, repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial services industry. Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. Total credit exposure is monitored by counterparty and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was an asset of $28.5 million at December 31, 2024.
Lending Activities
Commercial
Commercial and industrial loans are made primarily for the purpose of financing equipment acquisition, borrower expansion, working capital, and other general business purposes. Lease financing consists of direct financing leases and is used by commercial clients to finance capital purchases ranging from computer equipment to transportation equipment. The credit decisions for these transactions are based upon an assessment of the overall financial capacity of the applicant. A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved. In addition to an evaluation of the applicant’s financial
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condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.
Commercial mortgages and construction loans are offered to real estate investors, developers, and builders primarily domiciled in the geographic Midwest and Southeast market areas we serve. These loans are secured by first mortgages on real estate at LTV margins deemed appropriate for the property type, quality, location, and sponsorship. Generally, these LTV ratios do not exceed 80%, although higher levels may be permitted with additional non-real estate collateral, increased guaranties, accelerated amortization, or other mitigating factors. The commercial properties are predominantly multi-family and non-residential properties such as retail centers, industrial properties as well as, to a lesser extent, more specialized properties. Substantially all of our commercial real estate loans are secured by properties located in our primary market area.
In the underwriting of our commercial real estate loans, we obtain appraisals for the underlying properties. Decisions to lend are based on the economic viability of the property and the creditworthiness of the borrower. In evaluating a proposed commercial real estate loan, we primarily emphasize the ratio of the property’s projected net cash flows to the loan’s debt service requirement. The debt service coverage ratio normally is not less than 120% and it is computed after deduction for a vacancy factor and property expenses as appropriate. In addition, a personal guarantee of the loan or a portion thereof is often required from the principal(s) of the borrower. In most cases, we require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and flood insurance, if appropriate, in order to protect our security interest in the underlying property. In addition, business interruption insurance or other insurance may be required.
Construction loans are underwritten against projected cash flows derived from rental income, business income from an owner-occupant, or the sale of the property to an end-user. We may mitigate the risks associated with these types of loans by requiring fixed-price construction contracts, performance and payment bonding, controlled disbursements, and pre-sale contracts or pre-lease agreements.
Consumer
We offer a variety of first mortgage and junior lien loans to consumers within our markets, with residential home mortgages comprising our largest consumer loan category. These loans are secured by a primary residence and are underwritten using traditional underwriting systems to assess the credit risks of the consumer. Decisions are primarily based on LTV ratios, DTI ratios, liquidity, and credit scores. A maximum LTV ratio of 90% is generally required, although higher levels may be permitted with mortgage insurance or other mitigating factors. We offer fixed rate mortgages and variable rate mortgages with interest rates that are subject to change every year after the first, third, fifth, or seventh year, depending on the product and are based on indexed rates such as prime. We do not offer payment-option facilities, sub-prime loans, or any product with negative amortization.
Home equity loans are secured primarily by second mortgages on residential property of the borrower. The underwriting terms for the home equity product generally permit borrowing availability, in the aggregate, up to 90% of the appraised value of the collateral property at the time of origination. We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation.
Automobile loans include loans and leases secured by new or used automobiles. We originate automobile loans and leases primarily on an indirect basis through selected dealerships. We require borrowers to maintain collision insurance on automobiles securing consumer loans, with us listed as loss payee. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity, including credit history and the ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount.
Asset Quality
Community-based lending personnel, along with region-based independent underwriting and analytic support staff, extend credit under guidelines established and administered by management and overseen by our Enterprise Risk Committee. This committee, which meets quarterly, is made up of independent outside directors. The committee monitors credit quality through its general review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs. In addition, the committee provides oversight of loan policy changes
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as recommended by management with the objective of maintaining an appropriate lending policy for the current lending environment.
We lend to commercial and commercial real estate clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At December 31, 2024, our average commercial loan size was approximately $716,000 and our average commercial real estate loan size was approximately $1,567,000. In addition, while loans to lessors of residential and non-residential real estate exceed 10% of total loans, no individual sub-segment category within those broader categories reaches the 10% threshold. At December 31, 2024, we had minimal exposure to foreign borrowers and no sovereign debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the Midwest and Southeast regions of the United States.
The following table presents a summary of under-performing assets as well as criticized and classified assets at December 31:
| (dollars in thousands) | 2024 | 2023 | |||
|---|---|---|---|---|---|
| Nonaccrual loans | $ | 447,979 | $ | 274,821 | |
| Past due loans (90 days or more and still accruing) | 4,060 | 961 | |||
| Foreclosed assets | 4,294 | 9,434 | |||
| Total under-performing assets | $ | 456,333 | $ | 285,216 | |
| Classified loans (includes nonaccrual, past due 90 days or more, and other problem loans) | $ | 1,525,452 | $ | 875,140 | |
| Other classified assets (1) | 58,954 | 48,930 | |||
| Special mention loans | 908,630 | 843,920 | |||
| Total criticized and classified assets | $ | 2,493,036 | $ | 1,767,990 | |
| Asset Quality Ratios: | |||||
| Nonaccrual loans/total loans (2) | 1.23 | % | 0.83 | % | |
| Under-performing assets/total loans (2) | 1.26 | 0.86 | |||
| Under-performing assets/total assets | 0.85 | 0.58 | |||
| Allowance for credit losses on loans/under-performing assets | 86.02 | 107.85 | |||
| Allowance for credit losses on loans/nonaccrual loans | 87.62 | 111.93 |
(1)Includes investment securities that fell below investment grade rating.
(2)Loans exclude loans held-for-sale.
Under-performing assets increased to $456.3 million at December 31, 2024, compared to $285.2 million at December 31, 2023. Under-performing assets as a percentage of total loans were 1.26% at December 31, 2024, compared to 0.86% at December 31, 2023.
Nonaccrual loans increased $173.2 million from December 31, 2023 to December 31, 2024 including $71.7 million of nonaccrual loans acquired in the CapStar acquisition. Excluding these loans, nonaccrual loans increased $101.5 million reflecting the migration of certain borrowers primarily due to asset quality rating policy changes and the impact of the higher interest rate environment. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 87.62% at December 31, 2024, compared to 111.93% at December 31, 2023.
If nonaccrual and renegotiated loans outstanding at December 31, 2024 and 2023, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $20.4 million in 2024 and $13.4 million in 2023 would have been recorded on these loans. The amount of interest income actually recorded on nonaccrual and renegotiated loans was $12.1 million in 2024 and $5.0 million in 2023.
Total criticized and classified assets were $2.5 billion at December 31, 2024, an increase of $725.0 million from December 31, 2023 including $222.1 million of criticized and classified loans related to the CapStar acquisition. Excluding these loans, total criticized and classified assets increased $503.0 million reflecting the migration of certain borrowers primarily due to asset quality rating policy changes and the impact of the higher interest rate environment. Other classified assets include investment securities that fell below investment grade rating totaling $59.0 million at December 31, 2024, compared to $48.9 million at December 31, 2023.
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Allowance for Credit Losses on Loans and Unfunded Loan Commitments
Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures (unfunded loan commitments) is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
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The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow:
| Statement Balance | Portfolio Segment Reclassifications | Portfolio Segment After Reclassifications | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | ||||||||||
| December 31, 2024 | ||||||||||
| Commercial | $ | 10,288,560 | $ | (232,301) | $ | 10,056,259 | ||||
| Commercial real estate | 16,307,486 | (174,438) | 16,133,048 | |||||||
| BBCC | N/A | 406,739 | 406,739 | |||||||
| Residential real estate | 6,797,586 | — | 6,797,586 | |||||||
| Consumer | 2,892,255 | (2,892,255) | N/A | |||||||
| Indirect | N/A | 1,096,778 | 1,096,778 | |||||||
| Direct | N/A | 514,144 | 514,144 | |||||||
| Home equity | N/A | 1,281,333 | 1,281,333 | |||||||
| Total | $ | 36,285,887 | $ | — | $ | 36,285,887 | ||||
| December 31, 2023 | ||||||||||
| Commercial | $ | 9,512,230 | $ | (232,764) | $ | 9,279,466 | ||||
| Commercial real estate | 14,140,629 | (169,058) | 13,971,571 | |||||||
| BBCC | N/A | 401,822 | 401,822 | |||||||
| Residential real estate | 6,699,443 | — | 6,699,443 | |||||||
| Consumer | 2,639,625 | (2,639,625) | N/A | |||||||
| Indirect | N/A | 1,050,982 | 1,050,982 | |||||||
| Direct | N/A | 523,172 | 523,172 | |||||||
| Home equity | N/A | 1,065,471 | 1,065,471 | |||||||
| Total | $ | 32,991,927 | $ | — | $ | 32,991,927 |
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The following table details activity in our allowance for credit losses on loans for the years ended December 31:
| (dollars in thousands) | 2024 | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|---|
| Beginning allowance for credit losses on loans | $ | 307,610 | $ | 303,671 | $ | 107,341 | ||
| Allowance established for acquired PCD loans | 26,725 | — | 89,089 | |||||
| Loans charged-off: | ||||||||
| Commercial | 36,172 | 41,451 | 6,885 | |||||
| Commercial real estate | 18,565 | 11,198 | 6,519 | |||||
| BBCC | 1,801 | 1,650 | 85 | |||||
| Residential real estate | 14 | 256 | 344 | |||||
| Indirect | 5,610 | 2,948 | 2,525 | |||||
| Direct | 8,672 | 10,517 | 10,799 | |||||
| Home equity | 470 | 443 | 124 | |||||
| Total charge-offs | 71,304 | 68,463 | 27,281 | |||||
| Recoveries on charged-off loans: | ||||||||
| Commercial | 1,623 | 4,172 | 4,610 | |||||
| Commercial real estate | 2,713 | 2,417 | 1,095 | |||||
| BBCC | 325 | 275 | 281 | |||||
| Residential real estate | 883 | 1,268 | 760 | |||||
| Indirect | 1,274 | 1,559 | 1,263 | |||||
| Direct | 2,152 | 2,331 | 2,557 | |||||
| Home equity | 330 | 531 | 616 | |||||
| Total recoveries | 9,300 | 12,553 | 11,182 | |||||
| Net charge-offs (recoveries) | 62,004 | 55,910 | 16,099 | |||||
| Provision for credit losses on loans | 120,191 | 59,849 | 123,340 | |||||
| Ending allowance for credit losses on loans | $ | 392,522 | $ | 307,610 | $ | 303,671 | ||
| Beginning allowance for credit losses on unfunded loan commitments | $ | 31,226 | $ | 32,188 | $ | 10,879 | ||
| Provision for credit losses on unfunded loan commitments acquired during the period | 1,763 | — | 11,013 | |||||
| Provision (release) for provision for credit losses on unfunded loan commitments | (11,335) | (962) | 10,296 | |||||
| Ending allowance for credit losses on unfunded loan commitments | $ | 21,654 | $ | 31,226 | $ | 32,188 | ||
| Allowance for credit losses | $ | 414,176 | $ | 338,836 | $ | 335,859 | ||
| Average loans for the year (1) | $ | 35,506,298 | $ | 32,233,020 | $ | 27,582,530 | ||
| Asset Quality Ratios: | ||||||||
| Allowance for credit losses on loans/year-end loans (1) | 1.08 | % | 0.93 | % | 0.98 | % | ||
| Allowance for credit losses on loans/average loans (1) | 1.11 | 0.95 | 1.10 | |||||
| Allowance for credit losses/year-end loans (1) | 1.14 | 1.03 | 1.08 | |||||
| Allowance for credit losses/average loans (1) | 1.17 | 1.05 | 1.22 |
(1)Loans exclude loans held-for-sale.
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The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31:
| (dollars in thousands) | 2024 | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|---|
| Commercial: | ||||||||
| Net charge-offs (recoveries) | $ | 34,549 | $ | 37,279 | $ | 2,275 | ||
| Average loans for the year (1) | $ | 9,807,508 | $ | 9,338,940 | $ | 7,755,895 | ||
| Net charge-offs (recoveries)/average loans | 0.35 | % | 0.40 | % | 0.03 | % | ||
| Commercial real estate: | ||||||||
| Net charge-offs (recoveries) | $ | 15,852 | $ | 8,781 | $ | 5,424 | ||
| Average loans for the year | $ | 15,653,383 | $ | 13,248,587 | $ | 11,292,033 | ||
| Net charge-offs (recoveries)/average loans | 0.10 | % | 0.07 | % | 0.05 | % | ||
| BBCC: | ||||||||
| Net charge-offs (recoveries) | $ | 1,476 | $ | 1,375 | $ | (196) | ||
| Average loans for the year | $ | 403,929 | $ | 385,171 | $ | 352,276 | ||
| Net charge-offs (recoveries)/average loans | 0.37 | % | 0.36 | % | (0.06) | % | ||
| Residential real estate: | ||||||||
| Net charge-offs (recoveries) | $ | (869) | $ | (1,012) | $ | (416) | ||
| Average loans for the year (1) | $ | 6,808,655 | $ | 6,642,224 | $ | 5,618,883 | ||
| Net charge-offs (recoveries)/average loans | (0.01) | % | (0.02) | % | (0.01) | % | ||
| Indirect: | ||||||||
| Net charge-offs (recoveries) | $ | 4,336 | $ | 1,389 | $ | 1,262 | ||
| Average loans for the year | $ | 1,125,139 | $ | 1,013,560 | $ | 1,089,394 | ||
| Net charge-offs (recoveries)/average loans | 0.39 | % | 0.14 | % | 0.12 | % | ||
| Direct: | ||||||||
| Net charge-offs (recoveries) | $ | 6,520 | $ | 8,186 | $ | 8,242 | ||
| Average loans for the year | $ | 478,450 | $ | 568,345 | $ | 559,943 | ||
| Net charge-offs (recoveries)/average loans | 1.36 | % | 1.44 | % | 1.47 | % | ||
| Home equity: | ||||||||
| Net charge-offs (recoveries) | $ | 140 | $ | (88) | $ | (492) | ||
| Average loans for the year | $ | 1,229,234 | $ | 1,036,193 | $ | 921,018 | ||
| Net charge-offs (recoveries)/average loans | 0.01 | % | (0.01) | % | (0.05) | % | ||
| Total loans: | ||||||||
| Net charge-offs (recoveries) | $ | 62,004 | $ | 55,910 | $ | 16,099 | ||
| Average loans for the year (1) | $ | 35,506,298 | $ | 32,233,020 | $ | 27,589,442 | ||
| Net charge-offs (recoveries)/average loans | 0.17 | % | 0.17 | % | 0.06 | % |
(1)Average loans exclude loans held-for-sale.
The allowance for credit losses on loans was $392.5 million at December 31, 2024, compared to $307.6 million at December 31, 2023. The increase was driven primarily by the acquisition of CapStar, as well as organic loan growth and other factors. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
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The following table details the allowance for credit losses on loans by loan category and the percent of loans in each category compared to total loans at December 31.
| 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allowance Amount | % of Loans to Total Loans | Allowance Amount | % of Loans to Total Loans | |||||||
| Commercial | $ | 148,722 | 27.7 | % | $ | 118,333 | 28.1 | % | |||
| Commercial real estate | 200,309 | 44.5 | 155,099 | 42.4 | |||||||
| BBCC | 2,813 | 1.1 | 2,887 | 1.2 | |||||||
| Residential real estate | 22,922 | 18.8 | 20,837 | 20.3 | |||||||
| Indirect | 8,434 | 3.0 | 1,236 | 3.2 | |||||||
| Direct | 2,304 | 1.4 | 3,169 | 1.6 | |||||||
| Home equity | 7,018 | 3.5 | 6,049 | 3.2 | |||||||
| Total | $ | 392,522 | 100.0 | % | $ | 307,610 | 100.0 | % |
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $21.7 million at December 31, 2024, compared to $31.2 million at December 31, 2023.
See the section entitled “Risk Factors” in Item 1A of this Form 10-K for further discussion of our credit risk.
Market Risk
Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.
The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.
In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including:
•adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;
•changing product pricing strategies;
•modifying characteristics of the investment securities portfolio; or
•using derivative financial instruments, to a limited degree.
A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and interest rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions. Due to the dynamics of future interest
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rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure. The forward curve represents the relationship between the price of forward contracts and the time to maturity of the forward contracts at a point in time.
The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model as of December 31, 2024 and 2023:
| Immediate Rate Decrease | 12/31/2024 Forward Curve | Immediate Rate Increase | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | -300 Basis Points | -200 Basis Points | -100 Basis Points | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | ||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Projected interest income: | |||||||||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 756,016 | $ | 820,128 | $ | 886,917 | $ | 932,411 | $ | 940,953 | $ | 989,890 | $ | 1,037,089 | $ | 1,082,891 | |||||||
| Loans | 3,023,593 | 3,501,994 | 3,952,385 | 4,279,851 | 4,374,147 | 4,776,162 | 5,174,154 | 5,572,157 | |||||||||||||||
| Total interest income | 3,779,609 | 4,322,122 | 4,839,302 | 5,212,262 | 5,315,100 | 5,766,052 | 6,211,243 | 6,655,048 | |||||||||||||||
| Projected interest expense: | |||||||||||||||||||||||
| Deposits | 435,080 | 765,918 | 1,097,429 | 1,349,350 | 1,456,547 | 1,821,056 | 2,157,983 | 2,494,958 | |||||||||||||||
| Borrowings | 290,095 | 377,714 | 473,141 | 539,410 | 562,335 | 652,442 | 742,530 | 832,646 | |||||||||||||||
| Total interest expense | 725,175 | 1,143,632 | 1,570,570 | 1,888,760 | 2,018,882 | 2,473,498 | 2,900,513 | 3,327,604 | |||||||||||||||
| Net interest income | $ | 3,054,434 | $ | 3,178,490 | $ | 3,268,732 | $ | 3,323,502 | $ | 3,296,218 | $ | 3,292,554 | $ | 3,310,730 | $ | 3,327,444 | |||||||
| Change from base | $ | (241,784) | $ | (117,728) | $ | (27,486) | $ | 27,284 | $ | (3,664) | $ | 14,512 | $ | 31,226 | |||||||||
| % change from base | (7.34) | % | (3.57) | % | (0.83) | % | 0.83 | % | (0.11) | % | 0.44 | % | 0.95 | % | |||||||||
| Immediate Rate Decrease | Immediate Rate Increase | ||||||||||||||||||||||
| -300 Basis Points | -200 Basis Points | -100 Basis Points | 12/31/2023 Forward Curve | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | ||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||
| Projected interest income: | |||||||||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 697,457 | $ | 737,468 | $ | 790,456 | $ | 787,252 | $ | 846,761 | $ | 908,089 | $ | 968,265 | $ | 1,028,281 | |||||||
| Loans | 3,060,287 | 3,427,292 | 3,793,581 | 3,776,274 | 4,151,614 | 4,507,231 | 4,863,048 | 5,218,843 | |||||||||||||||
| Total interest income | 3,757,744 | 4,164,760 | 4,584,037 | 4,563,526 | 4,998,375 | 5,415,320 | 5,831,313 | 6,247,124 | |||||||||||||||
| Projected interest expense: | |||||||||||||||||||||||
| Deposits | 585,860 | 873,808 | 1,161,723 | 1,070,772 | 1,413,934 | 1,711,857 | 1,973,015 | 2,252,553 | |||||||||||||||
| Borrowings | 339,574 | 400,223 | 482,315 | 474,785 | 568,256 | 648,438 | 728,744 | 809,100 | |||||||||||||||
| Total interest expense | 925,434 | 1,274,031 | 1,644,038 | 1,545,557 | 1,982,190 | 2,360,295 | 2,701,759 | 3,061,653 | |||||||||||||||
| Net interest income | $ | 2,832,310 | $ | 2,890,729 | $ | 2,939,999 | $ | 3,017,969 | $ | 3,016,185 | $ | 3,055,025 | $ | 3,129,554 | $ | 3,185,471 | |||||||
| Change from base | $ | (183,875) | $ | (125,456) | $ | (76,186) | $ | 1,784 | $ | 38,840 | $ | 113,369 | $ | 169,286 | |||||||||
| % change from base | (6.10) | % | (4.16) | % | (2.53) | % | 0.06 | % | 1.29 | % | 3.76 | % | 5.61 | % |
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The following table illustrates the upper bound, Federal Funds Rate assumed in the simulation above at December 31, 2024 and 2023:
| December 31, 2024 | December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Basis Point Change Scenario | Federal FundsRate (1) | Month 12 (2) | Federal FundsRate (1) | Month 12 (2) | ||||||
| +300 | 4.5 | % | 7.5 | % | 5.5 | % | 8.5 | % | ||
| +200 | 4.5 | % | 6.5 | % | 5.5 | % | 7.5 | % | ||
| +100 | 4.5 | % | 5.5 | % | 5.5 | % | 6.5 | % | ||
| Base | 4.5 | % | 4.5 | % | 5.5 | % | 5.5 | % | ||
| -100 | 4.5 | % | 3.5 | % | 5.5 | % | 4.5 | % | ||
| -200 | 4.5 | % | 2.5 | % | 5.5 | % | 3.5 | % | ||
| -300 | 4.5 | % | 1.5 | % | 5.5 | % | 2.5 | % |
(1)Represents the upper bound, Federal Funds Rate.
(2)Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.
Our projected net interest income increased year over year driven by loan growth and asset repricing due to current interest rates and economic conditions. Our overall strategy is consistent period over period, as we continue to manage our balance sheet toward a neutral interest rate risk position in a disciplined manner.
A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which align with our approach to deposit pricing and are consistent period over period. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested.
We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net liability position with a fair value loss of $7.0 million at December 31, 2024, compared to a net asset position with a fair value gain of $4.5 million at December 31, 2023. See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments.
Liquidity Risk
Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review with the Enterprise Risk Committee of our Board of Directors and monitor through our Asset/Liability Executive Management Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements. On May 31, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, events at other banking organizations, the housing market, general and local economic conditions, and competition in the marketplace. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.
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A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2024.
| (dollars in thousands) | |||||
|---|---|---|---|---|---|
| Maturity Bucket | Amount | Rate | |||
| 2025 | $ | 6,393,304 | 4.18 | % | |
| 2026 | 256,770 | 2.72 | |||
| 2027 | 63,153 | 1.87 | |||
| 2028 | 17,067 | 1.53 | |||
| 2029 | 18,861 | 2.14 | |||
| 2030 and beyond | 6,584 | 1.21 | |||
| Total | $ | 6,755,739 | 4.09 | % |
Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings.
The credit ratings of Old National and Old National Bank at December 31, 2024 are shown in the following table.
| Moody's Investors Service | ||
|---|---|---|
| Long-term | Short-term | |
| Old National | Baa1 | N/A |
| Old National Bank | A1 | P-1 |
Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At December 31, 2024, Old National and its subsidiaries had the following availability of liquid funds and borrowings:
| (dollars in thousands) | Parent Company | Subsidiaries | |||
|---|---|---|---|---|---|
| Available liquid funds: | |||||
| Cash and due from banks | $ | 299,179 | $ | 928,789 | |
| Unencumbered government-issued debt securities | — | 2,336,782 | |||
| Unencumbered investment grade municipal securities | — | 106,740 | |||
| Unencumbered corporate securities | — | 46,897 | |||
| Availability of borrowings (1): | |||||
| Amount available from Federal Reserve discount window | — | 4,249,949 | |||
| Amount available from Federal Home Loan Bank | — | 6,917,389 | |||
| Total available funds | $ | 299,179 | $ | 14,586,546 |
(1)Based on collateral pledged.
Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2024, Old National Bancorp’s other borrowings outstanding were $329.7 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2023 or 2024 and is not currently required. At December 31, 2024, Old National Bank could pay dividends of $889.2 million without
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prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.
Operational Risk
Operational risk is the risk that inadequate information systems, operational issues, breaches in internal controls, information security breaches, fraud, or unforeseen catastrophes will result in unexpected losses and other adverse impacts to Old National, such as reputational harm. We maintain frameworks, programs, and internal controls to prevent or minimize financial loss from failure of systems, people, or processes. This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyber-attacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information. Metrics and measurements are used by our management team in the management of day-to-day operations to ensure effective client service, minimization of service disruptions, and oversight of cybersecurity risk. We continually monitor and internally report on weaknesses in the internal control environment; third party risks; privacy and data governance; cyber-attacks; information security or data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process management; external and internal fraud; model risk management; and other risks.
Compliance and Regulatory Risk
Compliance and regulatory risk is the risk that the Company violated or was not in compliance with applicable laws, rules, regulations, regulatory guidance and policies, industry standards, or ethical standards. Compliance with applicable regulatory requirements, internal policies and procedures, and ethical standards is not only the right thing to do, but it is embedded within our culture and mission to assist our clients in achieving financial success. Adherence to this belief is the responsibility of every employee, every day, in everything we do. It is Old National’s policy to comply with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk and internal audit functions, respectively. Recognizing that inadvertent violations may occur, risk management activities are established to promptly identify, analyze, and, if necessary, remediate compliance and regulatory issues to limit compliance risk exposure.
Legal Risk
Legal risk generally results from unidentified or unmitigated risks that could result in lawsuits or adverse judgments that negatively affect the operations or financial condition of the Company. Business practices must be executed, as well as products and services delivered, in a manner that is compliant with applicable laws, rules, regulations, and agreements to which we are a party. Corporate governance practices must be compliant with applicable legal requirements and aligned with market practices. The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, and regulations and expects issues to be identified, analyzed, and remediated in a timely and complete manner.
MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES
The following table presents our material fixed and determinable contractual obligations and significant commitments at December 31, 2024. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.
| Payments Due In | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Note Reference | One Year or Less | Over One Year | Total | |||||
| Deposits without stated maturity | $ | 34,067,821 | $ | — | $ | 34,067,821 | |||
| Time deposits | 10 | 6,393,304 | 362,435 | 6,755,739 | |||||
| Securities sold under agreements to repurchase | 11 | 268,975 | — | 268,975 | |||||
| Federal Home Loan Bank advances | 12 | 700,285 | 3,752,274 | 4,452,559 | |||||
| Other borrowings | 13 | 133,224 | 556,394 | 689,618 |
We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently
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and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 19 to the consolidated financial statements.
In the normal course of business, various legal actions and proceedings are pending against us and our affiliates which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is included in Note 20 to the consolidated financial statements.
In addition, liabilities recorded under FASB ASC 740-10 (FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109) are not included in the table because the amount and timing of any cash payments cannot be reasonably estimated. Further discussion of income taxes and liabilities is included in Note 15 to the consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES
Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.
The following accounting policies materially affect our reported earnings and financial condition and require significant judgments and estimates. Management has reviewed these critical accounting estimates and related disclosures with our Audit Committee.
Business Combinations and Goodwill
•Description. For mergers and acquisitions, we are required to record the assets acquired, including identified intangible assets such as core deposit and customer trust relationship intangibles, and the liabilities assumed at their fair value. The difference between consideration and the net fair value of assets acquired is recorded as goodwill. Management uses significant estimates and assumptions to value such items, including projected cash flows, repayment rates, default rates and losses assuming default, discount rates, and realizable collateral values. The allowance for credit losses for PCD loans is recognized within acquisition accounting. The allowance for credit losses for non-PCD assets is recognized as provision for credit losses in the same reporting period as the merger or acquisition. Fair value adjustments are amortized or accreted into the income statement over the estimated life of the acquired assets or assumed liabilities. The purchase date valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with the merger or acquisition. The use of different assumptions could produce significantly different valuation results, which could have material positive or negative effects on our results of operations. The carrying value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill.
•Judgments and Uncertainties. The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, we engage third party specialists to assist in the development of fair values. Preliminary estimates of fair values may be adjusted for a period of time subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments recorded during this period are recognized in the current reporting period. Management uses various valuation methodologies to estimate the fair value of these assets and liabilities, and often involves a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets, and certain other assets and liabilities.
•Effect if Actual Results Differ From Assumptions. Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets,
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including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides.
Allowance for Credit Losses on Loans
•Description. The allowance for credit losses on loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods.
The allowance for credit losses on loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries.
•Judgments and Uncertainties. We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method. The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an allowance. Expected cashflows are created using a combination of contractual payment schedules, calculated PDs, LGD and prepayment assumptions as well as qualitative factors. For commercial and commercial real estate loans, the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine the likelihood of a loan being charged-off within the time horizon. The regression models use combinations of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, home price index, and the BBB ratio. The LGD is defined as credit loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts.
•Effect if Actual Results Differ From Assumptions. The allowance represents management’s best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated changes could have a significant impact on results of operations.
One of the most significant judgments used in determining the allowance for credit losses is the macroeconomic forecast provided by a third party. The economic indices sourced from the macroeconomic forecast and used in projecting loss rates include the national unemployment rate, changes in home price index, changes in the United States gross domestic product, and changes in the BBB ratio. The economic index used in the calculation to which the calculation may be most sensitive is the national unemployment rate. Each reporting period, several macroeconomic forecast scenarios are considered by management. Management selects the macroeconomic forecast that is most reflective of expectations at that point in time. Changes in the macroeconomic forecast, especially for the national unemployment rate, could significantly impact the calculated estimated credit losses.
The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses on loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.
Derivative Financial Instruments
•Description. As part of our overall interest rate risk management, we use derivative instruments to reduce exposure to changes in interest rates and market prices for financial instruments. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items. To the extent hedging relationships are found to be effective, changes in fair value of the
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derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation of the financial statements. All of the derivative financial instruments we use have an active market and indications of fair value can be readily obtained. We are not using the “short-cut” method of accounting for any fair value derivatives.
Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or contract amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring procedures.
•Judgments and Uncertainties. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items.
•Effect if Actual Results Differ From Assumptions. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). However, if in the future the derivative financial instruments used by us no longer qualify for hedge accounting treatment, all changes in fair value of the derivative would flow through the consolidated statements of income in other noninterest income, resulting in greater volatility in our earnings.
Income Taxes
•Description. We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. We review income tax expense and the carrying value of deferred tax assets quarterly; and as new information becomes available, the balances are adjusted as appropriate. FASB ASC 740-10 (FIN 48) prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. See Note 15 to the consolidated financial statements for a further description of our provision and related income tax assets and liabilities.
•Judgments and Uncertainties. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.
•Effect if Actual Results Differ From Assumptions. Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which reserves have been established or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our effective income tax rate in the period of resolution.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and the Audit Committee has reviewed our disclosure relating to it in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
FY 2023 10-K MD&A
SEC filing source: 0000707179-24-000006.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Page | |
|---|---|
| General Overview | 36 |
| Corporate Developments in Fiscal 2023 | 36 |
| Business Outlook | 37 |
| Financial Highlights | 38 |
| Non-GAAP Financial Measures | 40 |
| Results of Operations | 43 |
| Financial Condition | 49 |
| Risk Management | 54 |
| Material Contractual Obligations, Commitments, and Contingent Liabilities | 65 |
| Critical Accounting Estimates | 65 |
The following is an analysis generally discussing our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, and financial condition as of December 31, 2023 and 2022. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. This discussion contains forward-looking statements concerning our business. Readers are cautioned that, by their nature, forward-looking statements are based on estimates and assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from our expectations that are expressed or implied by any forward-looking statement. The discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially from those expressed or implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022.
GENERAL OVERVIEW
Old National is incorporated in the state of Indiana and is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 30 banking companies headquartered in the United States. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through our wholly-owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest region and elsewhere, including commercial and consumer loan and depository services, as well as other traditional banking services, private banking, capital markets, brokerage, wealth management, trust, investment advisory, and other traditional banking services.
CORPORATE DEVELOPMENTS IN FISCAL 2023
During 2023, Old National successfully navigated a challenging interest rate environment, as well as industry-wide liquidity pressures to end the year with record full-year results. 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. Highlights experienced in 2023 included:
•net income applicable to common shareholders of $565.9 million, or $1.94 per diluted common share;
•growth in deposits of 6%;
•net interest income increase of $175.2 million, reflective of the higher rate environment and loan growth;
•disciplined loan growth of 6%;
•granular, low-cost deposit franchise; loan to deposit ratio of 89%;
•well-managed expenses; and
•stable credit metrics, including net charge-offs to average loans of 0.17%.
Our net interest income increased to $1.5 billion during 2023, compared to $1.3 billion in 2022 driven by the higher interest rate environment and loan growth. Provision for credit losses decreased compared to 2022, reflective of provision expense associated with the First Midwest merger in 2022. In addition, provision for credit losses for 2023 was impacted by higher net charge-offs, loan growth and macroeconomic factors. Noninterest income decreased
36
from $399.8 million in 2022 to $333.3 million in 2023 primarily due to a $90.7 gain on the sale of health savings accounts in the fourth quarter of 2022, partially offset by a gain on sale of Visa Class B restricted shares totaling $21.6 million in the fourth quarter of 2023 and the full-period 2023 impact of the First Midwest merger which occurred in February of 2022. Noninterest expense decreased $11.9 million in 2023 compared to 2022. Noninterest expense in 2023 included $28.7 million of merger-related expenses, a $19.1 million FDIC special assessment, $4.4 million of contract termination charges, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization. Noninterest expense in 2022 included $120.9 million of merger-related expenses and $26.8 million for property optimization. Excluding these expenses, noninterest expense in 2023 increased $78.8 million, reflective of the additional operating costs associated with the full-period 2023 impact of the First Midwest merger, higher FDIC assessment expense, and marketing campaigns.
On October 26, 2023, Old National announced that it entered into a definitive merger agreement pursuant to which Old National will acquire CapStar and its wholly-owned subsidiary, CapStar Bank, in an all-stock transaction. As of September 30, 2023, CapStar had approximately $3.3 billion of total assets, $2.3 billion of total loans, and $2.8 billion of deposits. The definitive merger agreement has been approved by the Board of Directors of each company. The transaction is anticipated to close in the second quarter of 2024 subject to the approval of CapStar shareholders.
BUSINESS OUTLOOK
We enter 2024 cautiously optimistic as we believe we have positioned the balance sheet well approaching the end of this rate cycle with most of the work to achieve a neutral rate risk position behind us. Old National’s peer-leading deposit franchise adds value in any economic cycle, and we anticipate continued success in the execution of our deposit strategy, which allows us to compete for clients in the markets we serve. Deposit and organic loan growth remain top priorities for the Company as we continue to focus on full client relationships that align with our risk-adjusted return requirements. Old National’s credit quality remains strong as we continue to adhere to our disciplined underwriting process.
Our pending merger with CapStar is expected to expand our business to the highly dynamic markets of Nashville and broader Tennessee, as well as Asheville, North Carolina. This partnership will expand on our opportunities to acquire new clients and build on existing relationships associated within this footprint.
As we opportunistically execute on this partnership in 2024, we continue to focus on the fundamentals of basic banking, including loan and deposit growth, expansion of revenue-generating businesses, prudent capital deployment, and expense management to produce positive operating leverage and allow us to continue to create value for our shareholders and communities.
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FINANCIAL HIGHLIGHTS
The following table sets forth certain financial highlights of Old National for the previous five quarters:
| Three Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||
| 2023 | 2023 | 2023 | 2023 | 2022 | ||||||||||
| Income Statement: | ||||||||||||||
| Net interest income | $ | 364,408 | $ | 375,086 | $ | 382,171 | $ | 381,488 | $ | 391,090 | ||||
| Taxable equivalent adjustment (1) (3) | 6,100 | 5,837 | 5,825 | 5,666 | 5,378 | |||||||||
| Net interest income – taxable equivalent basis (3) | 370,508 | 380,923 | 387,996 | 387,154 | 396,468 | |||||||||
| Provision (release) for credit losses | 11,595 | 19,068 | 14,787 | 13,437 | 11,408 | |||||||||
| Noninterest income | 100,094 | 80,938 | 81,629 | 70,681 | 165,037 | |||||||||
| Noninterest expense | 284,235 | 244,776 | 246,584 | 250,711 | 282,675 | |||||||||
| Net income available to common shareholders | 128,446 | 143,842 | 151,003 | 142,566 | 196,701 | |||||||||
| Per Common Share Data: | ||||||||||||||
| Weighted average diluted common shares | 292,029 | 291,717 | 291,266 | 292,756 | 293,131 | |||||||||
| Net income (diluted) | $ | 0.44 | $ | 0.49 | $ | 0.52 | $ | 0.49 | $ | 0.67 | ||||
| Cash dividends | 0.14 | 0.14 | 0.14 | $ | 0.14 | $ | 0.14 | |||||||
| Common dividend payout ratio (2) | 32 | % | 29 | % | 27 | % | 29 | % | 21 | % | ||||
| Book value | $ | 18.18 | $ | 17.07 | $ | 17.25 | $ | 17.24 | $ | 16.68 | ||||
| Stock price | 16.89 | 14.54 | 13.94 | 14.42 | 17.98 | |||||||||
| Tangible common book value (3) | 11.00 | 9.87 | 10.03 | 9.98 | 9.42 | |||||||||
| Performance Ratios: | ||||||||||||||
| Return on average assets | 1.09 | % | 1.22 | % | 1.29 | % | 1.25 | % | 1.74 | % | ||||
| Return on average common equity | 10.20 | 11.39 | 12.01 | 11.58 | 16.77 | |||||||||
| Return on average tangible common equity (3) | 18.11 | 20.18 | 21.35 | 21.03 | 31.53 | |||||||||
| Net interest margin (3) | 3.39 | 3.49 | 3.60 | 3.69 | 3.85 | |||||||||
| Efficiency ratio (3) | 59.05 | 51.66 | 51.22 | 52.81 | 49.12 | |||||||||
| Net charge-offs to average loans | 0.12 | 0.24 | 0.13 | 0.21 | 0.05 | |||||||||
| Allowance for credit losses on loans to ending loans | 0.93 | 0.93 | 0.93 | 0.94 | 0.98 | |||||||||
| Allowance for credit losses (4) to ending loans | 1.03 | 1.03 | 1.04 | 1.05 | 1.08 | |||||||||
| Non-performing loans to ending loans | 0.83 | 0.80 | 0.91 | 0.74 | 0.81 | |||||||||
| Balance Sheet: | ||||||||||||||
| Total loans | $ | 32,991,927 | $ | 32,577,834 | $ | 32,432,473 | $ | 31,822,374 | $ | 31,123,641 | ||||
| Total assets | 49,089,836 | 49,059,448 | 48,496,755 | 47,842,644 | 46,763,372 | |||||||||
| Total deposits | 37,235,180 | 37,252,676 | 36,231,315 | 34,917,792 | 35,000,830 | |||||||||
| Total borrowed funds | 5,331,147 | 5,556,010 | 6,034,008 | 6,740,454 | 5,586,314 | |||||||||
| Total shareholders’ equity | 5,562,900 | 5,239,537 | 5,292,095 | 5,277,426 | 5,128,595 | |||||||||
| Capital Ratios: | ||||||||||||||
| Risk-based capital ratios: | ||||||||||||||
| Tier 1 common equity | 10.70 | % | 10.41 | % | 10.14 | % | 9.98 | % | 10.03 | % | ||||
| Tier 1 | 11.35 | 11.06 | 10.79 | 10.64 | 10.71 | |||||||||
| Total | 12.64 | 12.32 | 12.14 | 11.96 | 12.02 | |||||||||
| Leverage ratio (to average assets) | 8.83 | 8.70 | 8.59 | 8.53 | 8.52 | |||||||||
| Total equity to assets (averages) | 10.81 | 10.88 | 10.96 | 11.00 | 10.70 | |||||||||
| Tangible common equity to tangible assets (3) | 6.85 | 6.15 | 6.33 | 6.37 | 6.18 | |||||||||
| Nonfinancial Data: | ||||||||||||||
| Full-time equivalent employees | 3,940 | 3,981 | 4,021 | 4,023 | 3,967 | |||||||||
| Banking centers | 258 | 257 | 256 | 256 | 263 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per share divided by net income per share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4)Includes the allowance for credit losses on loans and unfunded loan commitments.
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The following table sets forth certain financial highlights of Old National for the year-to-date periods:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2023 | 2022 | ||||||
| Income Statement: | ||||||||
| Net interest income | $ | 1,503,153 | $ | 1,327,936 | ||||
| Taxable equivalent adjustment (1) (3) | 23,428 | 18,414 | ||||||
| Net interest income – taxable equivalent basis (3) | 1,526,581 | 1,346,350 | ||||||
| Provision (release) for credit losses | 58,887 | 144,799 | ||||||
| Noninterest income | 333,342 | 399,779 | ||||||
| Noninterest expense | 1,026,306 | 1,038,183 | ||||||
| Net income available to common shareholders | 565,857 | 414,169 | ||||||
| Per Common Share Data: | ||||||||
| Weighted average diluted common shares | 291,855 | 276,688 | ||||||
| Net income (diluted) | $ | 1.94 | $ | 1.50 | ||||
| Cash dividends | $ | 0.56 | $ | 0.56 | ||||
| Common dividend payout ratio (2) | 29 | % | 37 | % | ||||
| Book value | $ | 18.18 | $ | 16.68 | ||||
| Stock price | 16.89 | 17.98 | ||||||
| Tangible common book value (3) | 11.00 | 9.42 | ||||||
| Performance Ratios: | ||||||||
| Return on average assets | 1.21 | % | 0.99 | % | ||||
| Return on average common equity | 11.29 | 8.92 | ||||||
| Return on average tangible common equity (3) | 20.15 | 16.34 | ||||||
| Net interest margin (3) | 3.54 | 3.47 | ||||||
| Efficiency ratio (3) | 53.70 | 57.97 | ||||||
| Net charge-offs to average loans | 0.17 | 0.06 | ||||||
| Allowance for credit losses on loans to ending loans | 0.93 | 0.98 | ||||||
| Allowance for credit losses (4) to ending loans | 1.03 | 1.08 | ||||||
| Non-performing loans to ending loans | 0.83 | 0.81 | ||||||
| Balance Sheet: | ||||||||
| Total loans | $ | 32,991,927 | $ | 31,123,641 | ||||
| Total assets | 49,089,836 | 46,763,372 | ||||||
| Total deposits | 37,235,180 | 35,000,830 | ||||||
| Total borrowed funds | 5,331,147 | 5,586,314 | ||||||
| Total shareholders’ equity | 5,562,900 | 5,128,595 | ||||||
| Capital Ratios: | ||||||||
| Risk-based capital ratios: | ||||||||
| Tier 1 common equity | 10.70 | % | 10.03 | % | ||||
| Tier 1 | 11.35 | 10.71 | ||||||
| Total | 12.64 | 12.02 | ||||||
| Leverage ratio (to average assets) | 8.83 | 8.52 | ||||||
| Total equity to assets (averages) | 10.91 | 11.23 | ||||||
| Tangible common equity to tangible assets (3) | 6.85 | 6.18 | ||||||
| Nonfinancial Data: | ||||||||
| Full-time equivalent employees | 3,940 | 3,967 | ||||||
| Banking centers | 258 | 263 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per share divided by net income per share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4)Includes the allowance for credit losses on loans and unfunded loan commitments.
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NON-GAAP FINANCIAL MEASURES
The Company’s accounting and reporting policies conform to 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 users of the financial statements 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 following table.
The taxable 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 users of the financial statements, 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 shareholders’ equity and retain the effect of AOCI in shareholders’ equity.
Although intended to enhance 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.
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The following table presents GAAP to non-GAAP reconciliations for the previous five quarters:
| Three Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||||||
| 2023 | 2023 | 2023 | 2023 | 2022 | ||||||||||||||
| Tangible common book value: | ||||||||||||||||||
| Shareholders’ common equity | $ | 5,319,181 | $ | 4,995,818 | $ | 5,048,376 | $ | 5,033,707 | $ | 4,884,876 | ||||||||
| Deduct: Goodwill and intangible assets | 2,100,966 | 2,106,835 | 2,112,875 | 2,118,935 | 2,125,121 | |||||||||||||
| Tangible shareholders’ common equity (1) | $ | 3,218,215 | $ | 2,888,983 | $ | 2,935,501 | $ | 2,914,772 | $ | 2,759,755 | ||||||||
| Period end common shares | 292,655 | 292,586 | 292,597 | 291,922 | 292,903 | |||||||||||||
| Tangible common book value (1) | 11.00 | 9.87 | 10.03 | 9.98 | 9.42 | |||||||||||||
| Return on average tangible common equity: | ||||||||||||||||||
| Net income applicable to common shares | $ | 128,446 | $ | 143,842 | $ | 151,003 | $ | 142,566 | $ | 196,701 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 4,402 | 4,530 | 4,545 | 4,639 | 5,090 | |||||||||||||
| Tangible net income (1) | $ | 132,848 | $ | 148,372 | $ | 155,548 | $ | 147,205 | $ | 201,791 | ||||||||
| Average shareholders’ common equity | $ | 5,037,768 | $ | 5,050,353 | $ | 5,030,083 | $ | 4,922,469 | $ | 4,692,863 | ||||||||
| Deduct: Average goodwill and intangible assets | 2,103,935 | 2,109,944 | 2,115,894 | 2,122,157 | 2,132,480 | |||||||||||||
| Average tangible shareholders’ common equity (1) | $ | 2,933,833 | $ | 2,940,409 | $ | 2,914,189 | $ | 2,800,312 | $ | 2,560,383 | ||||||||
| Return on average tangible common equity (1) | 18.11 | % | 20.18 | % | 21.35 | % | 21.03 | % | 31.53 | % | ||||||||
| Net interest margin: | ||||||||||||||||||
| Net interest income | $ | 364,408 | $ | 375,086 | $ | 382,171 | $ | 381,488 | $ | 391,090 | ||||||||
| Taxable equivalent adjustment | 6,100 | 5,837 | 5,825 | 5,666 | 5,378 | |||||||||||||
| Net interest income – taxable equivalent basis (1) | $ | 370,508 | $ | 380,923 | $ | 387,996 | $ | 387,154 | $ | 396,468 | ||||||||
| Average earning assets | $ | 43,701,283 | $ | 43,617,456 | $ | 43,097,198 | $ | 41,941,913 | $ | 41,206,695 | ||||||||
| Net interest margin (1) | 3.39 | % | 3.49 | % | 3.60 | % | 3.69 | % | 3.85 | % | ||||||||
| Efficiency ratio: | ||||||||||||||||||
| Noninterest expense | $ | 284,235 | $ | 244,776 | $ | 246,584 | $ | 250,711 | $ | 282,675 | ||||||||
| Deduct: Intangible amortization expense | 5,869 | 6,040 | 6,060 | 6,186 | 6,787 | |||||||||||||
| Adjusted noninterest expense (1) | $ | 278,366 | $ | 238,736 | $ | 240,524 | $ | 244,525 | $ | 275,888 | ||||||||
| Net interest income – taxable equivalent basis (1) (see above) | $ | 370,508 | $ | 380,923 | $ | 387,996 | $ | 387,154 | $ | 396,468 | ||||||||
| Noninterest income | 100,094 | 80,938 | 81,629 | 70,681 | 165,037 | |||||||||||||
| Deduct: Debt securities gains (losses), net | (825) | (241) | 17 | (5,216) | (173) | |||||||||||||
| Adjusted total revenue (1) | $ | 471,427 | $ | 462,102 | $ | 469,608 | $ | 463,051 | $ | 561,678 | ||||||||
| Efficiency ratio | 59.05 | % | 51.66 | % | 51.22 | % | 52.81 | % | 49.12 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||||||||
| Tangible shareholders’ equity (1) (see above) | $ | 3,218,215 | $ | 2,888,983 | $ | 2,935,501 | $ | 2,914,772 | $ | 2,759,755 | ||||||||
| Assets | $ | 49,089,836 | $ | 49,059,448 | $ | 48,496,755 | $ | 47,842,644 | $ | 46,763,372 | ||||||||
| Deduct: Goodwill and intangible assets | 2,100,966 | 2,106,835 | 2,112,875 | 2,118,935 | 2,125,121 | |||||||||||||
| Tangible assets (1) | $ | 46,988,870 | $ | 46,952,613 | $ | 46,383,880 | $ | 45,723,709 | $ | 44,638,251 | ||||||||
| Tangible common equity to tangible assets (1) | 6.85 | % | 6.15 | % | 6.33 | % | 6.37 | % | 6.18 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
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The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2023 | 2022 | ||||||||||
| Tangible common book value: | ||||||||||||
| Shareholders’ common equity | $ | 5,319,181 | $ | 4,884,876 | ||||||||
| Deduct: Goodwill and intangible assets | 2,100,966 | 2,125,121 | ||||||||||
| Tangible shareholders’ common equity (1) | $ | 3,218,215 | $ | 2,759,755 | ||||||||
| Period end common shares | 292,655 | 292,903 | ||||||||||
| Tangible common book value (1) | 11.00 | 9.42 | ||||||||||
| Return on average tangible common equity: | ||||||||||||
| Net income applicable to common shares | $ | 565,857 | $ | 414,169 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 18,116 | 19,718 | ||||||||||
| Tangible net income (1) | $ | 583,973 | $ | 433,887 | ||||||||
| Average shareholders’ common equity | $ | 5,010,594 | $ | 4,644,971 | ||||||||
| Deduct: Average goodwill and intangible assets | 2,112,924 | 1,989,466 | ||||||||||
| Average tangible shareholders’ common equity (1) | $ | 2,897,670 | $ | 2,655,505 | ||||||||
| Return on average tangible common equity (1) | 20.15 | % | 16.34 | % | ||||||||
| Net interest margin: | ||||||||||||
| Net interest income | $ | 1,503,153 | $ | 1,327,936 | ||||||||
| Taxable equivalent adjustment | 23,428 | 18,414 | ||||||||||
| Net interest income – taxable equivalent basis (1) | $ | 1,526,581 | $ | 1,346,350 | ||||||||
| Average earning assets | $ | 43,095,730 | $ | 38,751,786 | ||||||||
| Net interest margin (1) | 3.54 | % | 3.47 | % | ||||||||
| Efficiency ratio: | ||||||||||||
| Noninterest expense | $ | 1,026,306 | $ | 1,038,183 | ||||||||
| Deduct: Intangible amortization expense | 24,155 | 25,857 | ||||||||||
| Adjusted noninterest expense (1) | $ | 1,002,151 | $ | 1,012,326 | ||||||||
| Net interest income – taxable equivalent basis (1) (see above) | $ | 1,526,581 | $ | 1,346,350 | ||||||||
| Noninterest income | 333,342 | 399,779 | ||||||||||
| Deduct: Debt securities gains (losses), net | (6,265) | (88) | ||||||||||
| Adjusted total revenue (1) | $ | 1,866,188 | $ | 1,746,217 | ||||||||
| Efficiency ratio | 53.70 | % | 57.97 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||
| Tangible shareholders’ equity (1) (see above) | $ | 3,218,215 | $ | 2,759,755 | ||||||||
| Assets | $ | 49,089,836 | $ | 46,763,372 | ||||||||
| Deduct: Goodwill and intangible assets | 2,100,966 | 2,125,121 | ||||||||||
| Tangible assets (1) | $ | 46,988,870 | $ | 44,638,251 | ||||||||
| Tangible common equity to tangible assets (1) | 6.85 | % | 6.18 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
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RESULTS OF OPERATIONS
The following table sets forth certain income statement information of Old National:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2023 | 2022 | 2021 | |||||
| Income Statement Summary: | ||||||||
| Net interest income | $ | 1,503,153 | $ | 1,327,936 | $ | 596,400 | ||
| Provision (release) for credit losses | 58,887 | 144,799 | (29,622) | |||||
| Noninterest income | 333,342 | 399,779 | 214,219 | |||||
| Noninterest expense | 1,026,306 | 1,038,183 | 501,379 | |||||
| Net income applicable to common shareholders | 565,857 | 414,169 | 277,538 | |||||
| Net income per common share – diluted | 1.94 | 1.50 | 1.67 | |||||
| Other Data: | ||||||||
| Return on average common equity | 11.29 | % | 8.92 | % | 9.26 | % | ||
| Return on average tangible common equity (1) | 20.15 | % | 16.34 | % | 14.89 | % | ||
| Efficiency ratio (1) | 53.70 | % | 57.97 | % | 59.75 | % | ||
| Efficiency ratio (prior presentation) (2) | N/A | N/A | 59.65 | % | ||||
| Tier 1 leverage ratio | 8.83 | % | 8.52 | % | 8.59 | % | ||
| Net charge-offs (recoveries) to average loans | 0.17 | % | 0.06 | % | (0.03) | % |
(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(2) Presented as calculated prior to December 31, 2022, which included the provision for unfunded loan commitments in noninterest expense. Management believes that removing the provision for unfunded loan commitments from this metric enhances comparability for peer comparison purposes.
Net Interest Income
Net interest income is the most significant component of our earnings, comprising 82% of 2023 revenues. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities.
Interest rates increased during 2023. The Federal Reserve’s Federal Funds range is currently in a target range of 5.25% to 5.50%, with the Effective Federal Funds Rate at 5.33% at December 31, 2023, and 4.33% at December 31, 2022. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this Item 7 titled “Risk Management — Market Risk” for additional information regarding this risk.
Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.
Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the current federal statutory tax rate in effect of 21% for all periods. This analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis and that it may enhance comparability for peer comparison purposes for both management and investors.
43
The following table presents a three-year average balance sheet and for each major asset and liability category, its related interest income and yield, or its expense and rate for the years ended December 31.
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Taxable equivalent basis, dollars in thousands) | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | |||||||||||||||||
| Earning Assets | ||||||||||||||||||||||||||
| Money market and other interest- earning investments | $ | 826,453 | $ | 39,683 | 4.80 | % | $ | 812,296 | $ | 2,814 | 0.35 | % | $ | 450,158 | $ | 589 | 0.13 | % | ||||||||
| Investment securities: | ||||||||||||||||||||||||||
| Treasury and government- sponsored agencies | 2,322,792 | 84,771 | 3.65 | 2,290,229 | 47,932 | 2.09 | 1,573,855 | 24,209 | 1.54 | |||||||||||||||||
| Mortgage-backed securities | 5,178,940 | 136,827 | 2.64 | 5,562,442 | 129,411 | 2.33 | 3,356,950 | 60,479 | 1.80 | |||||||||||||||||
| States and political subdivisions | 1,749,722 | 57,847 | 3.31 | 1,805,433 | 57,688 | 3.20 | 1,548,939 | 50,115 | 3.24 | |||||||||||||||||
| Other securities | 776,456 | 39,166 | 5.04 | 687,926 | 24,133 | 3.51 | 443,606 | 10,680 | 2.41 | |||||||||||||||||
| Total investment securities | 10,027,910 | 318,611 | 3.18 | 10,346,030 | 259,164 | 2.50 | 6,923,350 | 145,483 | 2.10 | |||||||||||||||||
| Loans: (2) | ||||||||||||||||||||||||||
| Commercial | 9,570,639 | 639,131 | 6.68 | 8,252,237 | 397,228 | 4.81 | 3,763,099 | 138,063 | 3.67 | |||||||||||||||||
| Commercial real estate | 13,405,946 | 825,053 | 6.15 | 11,147,967 | 489,499 | 4.39 | 6,168,146 | 228,568 | 3.71 | |||||||||||||||||
| Residential real estate loans | 6,646,684 | 243,646 | 3.67 | 5,622,901 | 201,637 | 3.59 | 2,269,989 | 83,578 | 3.68 | |||||||||||||||||
| Consumer | 2,618,098 | 164,125 | 6.27 | 2,570,355 | 122,274 | 4.76 | 1,577,467 | 56,281 | 3.57 | |||||||||||||||||
| Total loans | 32,241,367 | 1,871,955 | 5.81 | 27,593,460 | 1,210,638 | 4.39 | 13,778,701 | 506,490 | 3.68 | |||||||||||||||||
| Total earning assets | 43,095,730 | $ | 2,230,249 | 5.18 | % | 38,751,786 | $ | 1,472,616 | 3.80 | % | 21,152,209 | $ | 652,562 | 3.09 | % | |||||||||||
| Less: Allowance for credit losses on loans | (302,486) | (261,534) | (117,436) | |||||||||||||||||||||||
| Non-Earning Assets | ||||||||||||||||||||||||||
| Cash and due from banks | 413,569 | 355,391 | 256,860 | |||||||||||||||||||||||
| Other assets | 4,945,394 | 4,404,057 | 2,492,054 | |||||||||||||||||||||||
| Total assets | $ | 48,152,207 | $ | 43,249,700 | $ | 23,783,687 | ||||||||||||||||||||
| Interest-Bearing Liabilities | ||||||||||||||||||||||||||
| Checking and NOW accounts | $ | 7,664,183 | $ | 94,263 | 1.23 | % | $ | 8,104,844 | $ | 21,321 | 0.26 | % | $ | 4,945,435 | $ | 2,065 | 0.04 | % | ||||||||
| Savings accounts | 5,638,766 | 14,941 | 0.26 | 6,342,697 | 3,367 | 0.05 | 3,648,019 | 2,003 | 0.05 | |||||||||||||||||
| Money market accounts | 7,249,497 | 206,634 | 2.85 | 4,961,159 | 11,882 | 0.24 | 2,080,332 | 1,750 | 0.08 | |||||||||||||||||
| Time deposits, excluding brokered deposits | 3,875,984 | 123,428 | 3.18 | 2,312,935 | 10,801 | 0.47 | 1,020,359 | 5,105 | 0.50 | |||||||||||||||||
| Brokered deposits | 913,349 | 45,094 | 4.94 | 45,796 | 1,722 | 3.76 | 41,371 | 31 | 0.08 | |||||||||||||||||
| Total interest-bearing deposits | 25,341,779 | 484,360 | 1.91 | 21,767,431 | 49,093 | 0.23 | 11,735,516 | 10,954 | 0.09 | |||||||||||||||||
| Federal funds purchased and interbank borrowings | 229,386 | 11,412 | 4.98 | 151,243 | 5,021 | 3.32 | 1,113 | — | — | |||||||||||||||||
| Securities sold under agreements to repurchase | 332,853 | 3,299 | 0.99 | 440,619 | 843 | 0.19 | 392,777 | 397 | 0.10 | |||||||||||||||||
| FHLB advances | 4,568,964 | 161,860 | 3.54 | 2,986,006 | 51,524 | 1.73 | 1,902,407 | 21,075 | 1.11 | |||||||||||||||||
| Other borrowings | 822,471 | 42,737 | 5.20 | 619,659 | 19,785 | 3.19 | 269,484 | 9,823 | 3.65 | |||||||||||||||||
| Total borrowed funds | 5,953,674 | 219,308 | 3.68 | 4,197,527 | 77,173 | 1.84 | 2,565,781 | 31,295 | 1.22 | |||||||||||||||||
| Total interest-bearing liabilities | $ | 31,295,453 | $ | 703,668 | 2.25 | % | $ | 25,964,958 | $ | 126,266 | 0.49 | % | $ | 14,301,297 | $ | 42,249 | 0.30 | % | ||||||||
| Noninterest-Bearing Liabilities and Shareholders’ Equity | ||||||||||||||||||||||||||
| Demand deposits | 10,633,806 | 11,750,306 | 6,163,937 | |||||||||||||||||||||||
| Other liabilities | 968,635 | 676,940 | 320,933 | |||||||||||||||||||||||
| Shareholders’ equity | 5,254,313 | 4,857,496 | 2,997,520 | |||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 48,152,207 | $ | 43,249,700 | $ | 23,783,687 | ||||||||||||||||||||
| Net interest income - taxable equivalent basis | $ | 1,526,581 | 3.54 | % | $ | 1,346,350 | 3.47 | % | $ | 610,313 | 2.89 | % | ||||||||||||||
| Taxable equivalent adjustment | (23,428) | (18,414) | (13,913) | |||||||||||||||||||||||
| Net interest income (GAAP) | $ | 1,503,153 | 3.49 | % | $ | 1,327,936 | 3.43 | % | $ | 596,400 | 2.82 | % |
(1)Interest income is reflected on a fully taxable equivalent basis.
(2)Includes loans held-for-sale.
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The following table presents fluctuations in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid for the years ended December 31.
| From 2022 to 2023 | From 2021 to 2022 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Attributed to | Total | Attributed to | |||||||||||||||
| (dollars in thousands) | Change (1) | Volume | Rate | Change (1) | Volume | Rate | ||||||||||||
| Interest Income | ||||||||||||||||||
| Money market and other interest-earning investments | $ | 36,869 | $ | 386 | $ | 36,483 | $ | 2,225 | $ | 865 | $ | 1,360 | ||||||
| Investment securities (2) | 59,447 | (9,039) | 68,486 | 113,681 | 78,830 | 34,851 | ||||||||||||
| Loans (3) | 661,317 | 236,892 | 424,425 | 704,148 | 556,963 | 147,185 | ||||||||||||
| Total interest income | 757,633 | 228,239 | 529,394 | 820,054 | 636,658 | 183,396 | ||||||||||||
| Interest Expense | ||||||||||||||||||
| Checking and NOW deposits | 72,942 | (3,411) | 76,353 | 19,256 | 4,745 | 14,511 | ||||||||||||
| Savings deposits | 11,574 | (1,049) | 12,623 | 1,364 | 1,299 | 65 | ||||||||||||
| Money market deposits | 194,752 | 35,379 | 159,373 | 10,132 | 4,560 | 5,572 | ||||||||||||
| Time deposits, excluding brokered deposits | 112,627 | 28,646 | 83,981 | 5,696 | 1,028 | 4,668 | ||||||||||||
| Brokered deposits | 43,372 | 37,726 | 5,646 | 1,691 | 87 | 1,604 | ||||||||||||
| Federal funds purchased and interbank borrowings | 6,391 | 3,237 | 3,154 | 5,021 | 2,492 | 2,529 | ||||||||||||
| Securities sold under agreements to repurchase | 2,456 | (637) | 3,093 | 446 | 70 | 376 | ||||||||||||
| Federal Home Loan Bank advances | 110,336 | 41,837 | 68,499 | 30,449 | 15,351 | 15,098 | ||||||||||||
| Other borrowings | 22,952 | 8,484 | 14,468 | 9,962 | 11,972 | (2,010) | ||||||||||||
| Total interest expense | 577,402 | 150,212 | 427,190 | 84,017 | 41,604 | 42,413 | ||||||||||||
| Net interest income | $ | 180,231 | $ | 78,027 | $ | 102,204 | $ | 736,037 | $ | 595,054 | $ | 140,983 |
(1) The variance not solely due to rate or volume is allocated equally between the rate and volume variance.
(2) Interest on investment securities includes the effect of taxable equivalent adjustments of $11.5 million in 2023, $11.5 million in 2022, and $9.9 million in 2021; using the federal statutory tax rate in effect of 21%.
(3) Interest on loans includes the effect of taxable equivalent adjustments of $11.9 million in 2023, $6.9 million in 2022, and $4.0 million, in 2021; using the federal statutory tax rate in effect of 21%.
Net interest income in 2023 increased compared to 2022 primarily due to higher rates on loans and investment securities, as well as loan growth, partially offset by higher balances and costs of average interest-bearing liabilities and lower accretion income. Accretion income associated with acquired loans and borrowings totaled $28.3 million in 2023, compared to $86.4 million in 2022.
The increase in the net interest margin on a fully taxable equivalent basis in 2023 when compared to 2022 was primarily due to higher yields on interest earning assets, substantially offset by higher costs of interest-bearing liabilities. The yield on average earning assets increased 138 basis points from 3.80% in 2022 to 5.18% in 2023 and the cost of interest-bearing liabilities increased 176 basis points from 0.49% in 2022 to 2.25% in 2023. Average earning assets increased by $4.3 billion, or 11%, primarily due to a $4.6 billion increase in loans. Average interest-bearing liabilities increased $5.3 billion, or 21%, primarily due to a $3.6 billion increase in interest-bearing deposits and a $1.6 billion increase in FHLB advances. Average noninterest-bearing deposits decreased by $1.1 billion.
The increase in average earning assets in 2023 compared to 2022 was primarily due to the full-year impact of the merger with First Midwest and strong loan growth. The loan portfolio, including loans held-for-sale, which generally has an average yield higher than the investment portfolio, was 75% of average interest earning assets in 2023, compared to 71% in 2022.
Average loans, including loans held-for-sale, increased $4.6 billion in 2023 compared to 2022 primarily due to the full-year impact of the First Midwest merger and strong organic loan growth.
Average investments decreased $318.1 million in 2023 compared to 2022 reflecting the utilization of cash flows from securities to fund loan growth.
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Average non-interest-bearing deposits decreased $1.1 billion in 2023 compared to 2022 while average interest-bearing deposits increased $3.6 billion primarily due to the full-year impact of the First Midwest merger, a mix shift as a result of the current rate environment, and organic growth.
Average borrowed funds increased $1.8 billion in 2023 compared to 2022 primarily due to a $1.6 billion increase in FHLB advances.
Provision (Release) for Credit Losses
The following table details the components of provision (release) for credit losses:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | 2021 | 2023 | 2022 | |||||||||
| Provision (release) for credit losses on loans | $ | 59,849 | $ | 123,340 | $ | (28,812) | (51.5) | % | (528.1) | % | ||||
| Provision (release) for credit losses on unfunded loan commitments | (962) | 21,309 | (810) | (104.5) | N/M | |||||||||
| Provision for credit losses on held-to- maturity securities | — | 150 | — | (100.0) | N/A | |||||||||
| Total provision (release) for credit losses | $ | 58,887 | $ | 144,799 | $ | (29,622) | (59.3) | % | (588.8) | % | ||||
| Net (charge-offs) recoveries on non-PCD loans | $ | (31,432) | $ | (4,911) | $ | 4,765 | 540.0 | % | (203.1) | % | ||||
| Net (charge-offs) recoveries on PCD loans | (24,478) | (11,188) | — | 118.8 | N/A | |||||||||
| Total net (charge-offs) recoveries on loans | $ | (55,910) | $ | (16,099) | $ | 4,765 | 247.3 | % | (437.9) | % | ||||
| Net charge-offs (recoveries) to average loans | 0.17 | % | 0.06 | % | (0.03) | % | 183.3 | % | (300.0) | % |
Total provision for credit losses decreased $85.9 million in 2023 compared to 2022. The decrease was primarily due to $96.3 million to establish an allowance for credit losses on non-PCD loans acquired as well as $11.0 million for unfunded loan commitments acquired in the First Midwest merger in 2022. The decrease was partially offset by higher net charge-offs, loan growth, and macroeconomic factors. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. For additional information about non-performing loans, charge-offs, and additional items impacting the provision, refer to the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Noninterest Income
We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. This source of revenue as a percentage of total revenue was 18% in 2023 compared to 23% in 2022.
The following table details the components of noninterest income:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | 2021 | 2023 | 2022 | |||||||||
| Wealth and investment services fees | $ | 107,784 | $ | 100,851 | $ | 65,048 | 6.9 | % | 55.0 | % | ||||
| Service charges on deposit accounts | 71,945 | 72,501 | 31,658 | (0.8) | 129.0 | |||||||||
| Debit card and ATM fees | 42,153 | 40,227 | 23,766 | 4.8 | 69.3 | |||||||||
| Mortgage banking revenue | 16,319 | 23,015 | 42,558 | (29.1) | (45.9) | |||||||||
| Capital markets income | 24,419 | 25,986 | 21,997 | (6.0) | 18.1 | |||||||||
| Company-owned life insurance | 15,397 | 14,564 | 10,589 | 5.7 | 37.5 | |||||||||
| Debt securities gains (losses), net | (6,265) | (88) | 4,327 | N/M | (102.0) | |||||||||
| Gain on sale of Visa Class B restricted shares | 21,635 | — | — | N/A | N/A | |||||||||
| Gain on sale of health savings accounts | — | 90,673 | — | (100.0) | N/A | |||||||||
| Other income | 39,955 | 32,050 | 14,276 | 24.7 | 124.5 | |||||||||
| Total noninterest income | $ | 333,342 | $ | 399,779 | $ | 214,219 | (16.6) | % | 86.6 | % |
The decrease in noninterest income in 2023 compared to 2022 was primarily due to a $90.7 gain on the sale of health savings accounts in the fourth quarter of 2022, partially offset by a gain on sale of Visa Class B restricted shares totaling $21.6 million in the fourth quarter of 2023 and the full-period 2023 impact of the First Midwest merger which occurred in February of 2022.
Wealth and investment services fees increased $6.9 million in 2023 compared to 2022 primarily due to higher wealth management fees as a result of continued sales to new and existing customers as well as favorable market conditions. In addition, wealth and investment services fees increased due to the full-period 2023 impact of the First Midwest merger.
Service charges on deposit accounts decreased modestly in 2023 as a result of several enhancements to overdraft protection programs implemented in late 2022 to provide clients with more flexibility. The changes included the elimination of the non-sufficient fund (“NSF”) fee when an item is returned, among other modifications that benefit consumers. The impact of these enhancements was substantially offset by increased service charges on deposit accounts due to the full-period 2023 impact of the First Midwest merger.
Mortgage banking revenue decreased $6.7 million in 2023 compared to 2022 primarily due to the higher rate environment and lower gain on sale margins.
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. See Note 20 to the consolidated financial statements for additional details on the Visa Class B restricted shares.
On November 18, 2022, Old National completed the sale of Old National’s business of acting as a qualified custodian for, and administering, health savings accounts. Old National served as custodian for health savings accounts comprised of both investment accounts and deposit accounts. At closing, the health savings accounts held in deposit accounts that were transferred totaled approximately $382 million and the transaction resulted in a $90.7 million pre-tax gain in 2022.
Other income increased $7.9 million in 2023 compared to 2022 primarily due to lower losses on equity securities reflecting improved market conditions, higher commercial loan fees, and higher card incentives.
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Noninterest Expense
The following table details the components of noninterest expense:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | 2021 | 2023 | 2022 | |||||||||
| Salaries and employee benefits | $ | 546,364 | $ | 575,626 | $ | 284,098 | (5.1) | % | 102.6 | % | ||||
| Occupancy | 106,676 | 100,421 | 54,834 | 6.2 | 83.1 | |||||||||
| Equipment | 32,163 | 27,637 | 16,704 | 16.4 | 65.5 | |||||||||
| Marketing | 39,511 | 32,264 | 12,684 | 22.5 | 154.4 | |||||||||
| Technology | 80,343 | 84,865 | 47,047 | (5.3) | 80.4 | |||||||||
| Communication | 16,980 | 18,846 | 10,073 | (9.9) | 87.1 | |||||||||
| Professional fees | 27,335 | 39,046 | 20,077 | (30.0) | 94.5 | |||||||||
| FDIC assessment | 56,730 | 19,332 | 6,059 | 193.5 | 219.1 | |||||||||
| Amortization of intangibles | 24,155 | 25,857 | 11,336 | (6.6) | 128.1 | |||||||||
| Amortization of tax credit investments | 15,367 | 10,961 | 6,770 | 40.2 | 61.9 | |||||||||
| Property optimization | 1,559 | 26,818 | — | (94.2) | N/A | |||||||||
| Other expense | 79,123 | 76,510 | 31,697 | 3.4 | 141.4 | |||||||||
| Total noninterest expense | $ | 1,026,306 | $ | 1,038,183 | $ | 501,379 | (1.1) | % | 107.1 | % |
Noninterest expense decreased $11.9 million in 2023 compared to 2022. Noninterest expense in 2023 included $28.7 million of merger-related expenses, a $19.1 million FDIC special assessment, $4.4 million of contract termination charges, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization. Noninterest expense in 2022 included $120.9 million of merger-related expenses and $26.8 million for property optimization. Excluding these expenses, noninterest expense in 2023 increased $78.8 million, reflective of the additional operating costs associated with the full-period 2023 impact of the First Midwest merger which occurred in February of 2022, higher FDIC assessment expense, and marketing campaigns.
FDIC assessment expense increased $37.4 million in 2023 compared to 2022 due to a $19.1 million FDIC special assessment, as well as higher assessment rates and deposit balances. On November 16, 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the 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 FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion. The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment. Under the rule, the assessment base is the estimated uninsured deposits that an IDI reported in its December 31, 2022 Call Report, excluding the first $5 billion in estimated uninsured deposits. The special assessments will be collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024. Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis. In its December 31, 2022 Call Report, Old National Bank reported estimated uninsured deposits of approximately $12.0 billion. The total of the special assessments for Old National Bank is estimated at $19.1 million, and such amount was recorded as an expense in the year ending December 31, 2023.
Amortization of tax credit investments increased $4.4 million in 2023 compared to 2022. The recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period. Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date. See Note 9 to the consolidated financial statements for additional information on our tax credit investments.
During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the closure and consolidation of certain branches as well as other real estate repositioning across our footprint. These actions resulted in expenses totaling $26.8 million associated with valuation adjustments related to these locations in 2022.
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Provision for Income Taxes
We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 22.5% in 2023 compared to 21.4% in 2022. The higher effective tax rate in 2023 compared to 2022 reflected increases in pre-tax book income and non-deductible FDIC premiums combined with smaller increases in tax credits and tax-exempt income. See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision.
FINANCIAL CONDITION
Overview
At December 31, 2023, our assets were $49.1 billion, a $2.3 billion increase compared to $46.8 billion at December 31, 2022. The increase was driven by disciplined loan growth and higher cash balances funded through higher deposits.
Earning Assets
Our earning assets are comprised of investment securities, portfolio loans, loans held-for-sale, money market investments, interest earning accounts with the Federal Reserve, and equity securities. Earning assets were $43.9 billion at December 31, 2023, an increase of $2.3 billion compared to earning assets of $41.6 billion at December 31, 2022 driven primarily by loan growth.
Investment Securities
We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity based on fluctuating interest rates or changes in our funding requirements. During 2022, we transferred $3.0 billion of securities available-for-sale to held-to-maturity due to rising interest rates and related effects on the value of our investment securities.
The investment securities portfolio, including equity securities, was $10.2 billion at both December 31, 2023 and December 31, 2022. Investment securities represented 23% of earning assets at December 31, 2023, compared to 25% at December 31, 2022. As of December 31, 2023, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.
The investment securities available-for-sale portfolio had net unrealized losses of $869.5 million at December 31, 2023, compared to net unrealized losses of $844.4 million at December 31, 2022. The investment securities held-to-maturity portfolio had net unrealized losses of $412.3 million at December 31, 2023, compared to net unrealized losses of $445.5 million at December 31, 2022.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.24 at December 31, 2023, compared to 4.57 at December 31, 2022. The total investment securities portfolio had an effective duration of 5.35 at December 31, 2023, compared to 6.45 at December 31, 2022. Effective duration represents the percentage change in the fair value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The weighted average yields on investment securities, on a taxable equivalent basis, were 3.18% in 2023 and 2.50% in 2022.
Loan Portfolio
We lend to commercial and commercial real estate clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size.
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The following table presents the composition of the loan portfolio at December 31.
| (dollars in thousands) | 2023 | 2022 | |||
|---|---|---|---|---|---|
| Commercial | $ | 9,512,230 | $ | 9,508,904 | |
| Commercial real estate | 14,140,629 | 12,457,070 | |||
| Residential real estate | 6,699,443 | 6,460,441 | |||
| Consumer | 2,639,625 | 2,697,226 | |||
| Total loans | 32,991,927 | 31,123,641 | |||
| Allowance for credit losses on loans | (307,610) | (303,671) | |||
| Net loans | $ | 32,684,317 | $ | 30,819,970 |
The following table presents the contractual maturity distribution and rate sensitivity of loans at December 31, 2023 and an analysis of these loans that have fixed and floating interest rates. The table does not take into account repricing or other forecast assumptions.
| (dollars in thousands) | Within 1 Year | After 1 - 5 Years | After 5 - 15 Years | After 15 Years | Total | % of Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 222,764 | $ | 1,684,461 | $ | 1,080,123 | $ | 120,401 | $ | 3,107,749 | 33 | % | |||||
| Floating | 1,469,667 | 3,646,232 | 1,174,865 | 113,717 | 6,404,481 | 67 | |||||||||||
| Total | $ | 1,692,431 | $ | 5,330,693 | $ | 2,254,988 | $ | 234,118 | $ | 9,512,230 | 100 | % | |||||
| Commercial Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 623,725 | $ | 3,422,934 | $ | 1,098,770 | $ | 70,694 | $ | 5,216,123 | 37 | % | |||||
| Floating | 1,538,046 | 5,216,453 | 2,065,194 | 104,813 | 8,924,506 | 63 | |||||||||||
| Total | $ | 2,161,771 | $ | 8,639,387 | $ | 3,163,964 | $ | 175,507 | $ | 14,140,629 | 100 | % | |||||
| Residential Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 5,839 | $ | 1,607,311 | $ | 628,420 | $ | 3,619,213 | $ | 5,860,783 | 87 | % | |||||
| Floating | 63 | 1,452 | 26,913 | 810,232 | 838,660 | 13 | |||||||||||
| Total | $ | 5,902 | $ | 1,608,763 | $ | 655,333 | $ | 4,429,445 | $ | 6,699,443 | 100 | % | |||||
| Consumer | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 44,970 | $ | 963,056 | $ | 561,087 | $ | 23,037 | $ | 1,592,150 | 60 | % | |||||
| Floating | 31,335 | 157,871 | 73,347 | 784,922 | 1,047,475 | 40 | |||||||||||
| Total | $ | 76,305 | $ | 1,120,927 | $ | 634,434 | $ | 807,959 | $ | 2,639,625 | 100 | % |
Commercial and Commercial Real Estate Loans
Commercial and commercial real estate loans are the largest classifications within earning assets, representing 54% at December 31, 2023, compared to 53% at December 31, 2022. At December 31, 2023, commercial and commercial real estate loans were $23.7 billion, an increase of $1.7 billion compared to December 31, 2022 driven by disciplined loan production that was well balanced across our market footprint and product lines, partially offset by commercial loan sales.
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The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size at December 31.
| 2023 | 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure(1) | Nonaccrual | Outstanding | Exposure(1) | Nonaccrual | |||||||||||
| By Industry: | |||||||||||||||||
| Manufacturing | $ | 1,589,727 | $ | 2,734,935 | $ | 7,408 | $ | 1,757,907 | $ | 2,803,883 | $ | 2,464 | |||||
| Health care and social assistance | 1,567,286 | 1,949,250 | 7,390 | 1,588,392 | 2,043,105 | 11,806 | |||||||||||
| Wholesale trade | 748,058 | 1,541,951 | 3,789 | 857,400 | 1,552,985 | 2,895 | |||||||||||
| Real estate rental and leasing | 686,008 | 1,035,073 | 700 | 642,511 | 962,549 | 1,135 | |||||||||||
| Finance and insurance | 637,630 | 966,842 | 1 | 484,532 | 858,391 | 17 | |||||||||||
| Construction | 554,312 | 1,437,025 | 2,040 | 556,913 | 1,307,582 | 1,517 | |||||||||||
| Professional, scientific, and technical services | 458,133 | 821,738 | 3,825 | 507,940 | 832,407 | 4,735 | |||||||||||
| Transportation and warehousing | 453,630 | 703,976 | 1,746 | 422,643 | 633,267 | 3,496 | |||||||||||
| Accommodation and food services | 389,591 | 503,990 | 705 | 399,915 | 512,025 | 596 | |||||||||||
| Retail trade | 345,944 | 620,308 | 5,273 | 332,367 | 538,135 | 7,386 | |||||||||||
| Administrative and support and waste management and remediation services | 321,018 | 487,359 | 347 | 315,785 | 446,655 | 13,860 | |||||||||||
| Educational services | 263,539 | 406,867 | 7 | 210,850 | 378,955 | 3,750 | |||||||||||
| Agriculture, forestry, fishing, and hunting | 255,811 | 392,098 | 415 | 261,355 | 382,376 | 996 | |||||||||||
| Public administration | 216,939 | 285,963 | — | 231,453 | 325,834 | 846 | |||||||||||
| Other services | 208,012 | 400,195 | 9,328 | 194,998 | 356,743 | 2,656 | |||||||||||
| Other | 816,592 | 1,111,030 | 1,537 | 743,943 | 1,122,409 | 739 | |||||||||||
| Total | $ | 9,512,230 | $ | 15,398,600 | $ | 44,511 | $ | 9,508,904 | $ | 15,057,301 | $ | 58,894 | |||||
| By Loan Size: | |||||||||||||||||
| Less than $200,000 | 3 | % | 3 | % | 5 | % | 3 | % | 3 | % | 3 | % | |||||
| $200,000 to $1,000,000 | 11 | 10 | 20 | 11 | 11 | 20 | |||||||||||
| $1,000,000 to $5,000,000 | 24 | 25 | 48 | 25 | 26 | 36 | |||||||||||
| $5,000,000 to $10,000,000 | 16 | 16 | 7 | 15 | 15 | 24 | |||||||||||
| $10,000,000 to $25,000,000 | 31 | 28 | 20 | 31 | 27 | 17 | |||||||||||
| Greater than $25,000,000 | 15 | 18 | — | 15 | 18 | — | |||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) Includes unfunded loan commitments.
The following table provides detail on commercial real estate loans classified by property type at December 31.
| 2023 | 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure(1) | Nonaccrual | Outstanding | Exposure(1) | Nonaccrual | |||||||||||
| By Property Type: | |||||||||||||||||
| Multifamily | $ | 4,794,605 | $ | 6,422,311 | $ | 6,050 | $ | 4,188,137 | $ | 5,920,414 | $ | 13,749 | |||||
| Warehouse / Industrial | 2,704,656 | 3,308,273 | 6,459 | 1,976,804 | 2,533,892 | 9,090 | |||||||||||
| Office | 1,948,430 | 2,112,157 | 58,111 | 1,813,007 | 1,979,272 | 13,728 | |||||||||||
| Retail | 1,886,233 | 1,958,254 | 29,823 | 1,808,041 | 1,895,345 | 18,155 | |||||||||||
| Single family | 450,560 | 476,946 | 3,187 | 515,390 | 615,216 | 7,022 | |||||||||||
| Other (2) | 2,356,145 | 2,771,345 | 57,162 | 2,155,691 | 2,667,780 | 61,977 | |||||||||||
| Total | $ | 14,140,629 | $ | 17,049,286 | $ | 160,792 | $ | 12,457,070 | $ | 15,611,919 | $ | 123,721 |
(1) Includes unfunded loan commitments.
(2) Other includes commercial development, agriculture real estate, hotels, self-storage, senior housing, land development, religion, and mixed-use properties.
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The mix of properties securing the loans in our commercial real estate portfolio is balanced between owner-occupied and non-owner-occupied categories and is diverse in terms of type and geographic location, generally within the Company’s primary market area. Approximately 25% of the commercial real estate portfolio is owner-occupied as of December 31, 2023.
The Company actively reviews its broader loan portfolio in the normal course of business and has performed a targeted review of contractual maturities in its non-owner-occupied commercial real estate portfolio as part of its response to current market conditions to identify exposure to credit risk associated with renewals. At December 31, 2023, the Company held $435.2 million of non-owner-occupied commercial real estate, or 1.3% of total loans, that mature within 18 months with an interest rate below 4%.
Residential Real Estate Loans
Residential real estate loans held in our portfolio increased $239.0 million to $6.7 billion at December 31, 2023, compared to December 31, 2022. Future increases in interest rates could result in a decline in the level of refinancings and new originations of residential real estate loans.
Consumer Loans
Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, decreased $57.6 million to $2.6 billion at December 31, 2023 compared to December 31, 2022. This decrease reflected lower direct loans, partially offset by higher home equity and indirect consumer loans.
Allowance for Credit Losses on Loans and Unfunded Loan Commitments
At December 31, 2023, the allowance for credit losses on loans was $307.6 million, compared to $303.7 million at December 31, 2022. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $31.2 million at December 31, 2023, compared to $32.2 million at December 31, 2022.
Additional information about our Allowance for Credit Losses is included in the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 4 to the consolidated financial statements.
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Funding
The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings at December 31:
| (dollars in thousands) | 2023 | 2022 | $ Change | % Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deposits: | ||||||||||||
| Noninterest-bearing demand | $ | 9,664,247 | $ | 11,930,798 | $ | (2,266,551) | (19) | % | ||||
| Interest-bearing: | ||||||||||||
| Checking and NOW | 7,331,487 | 8,340,955 | (1,009,468) | (12) | % | |||||||
| Savings | 5,099,186 | 6,326,158 | (1,226,972) | (19) | % | |||||||
| Money market | 9,561,116 | 5,389,139 | 4,171,977 | 77 | % | |||||||
| Time deposits | 5,579,144 | 3,013,780 | 2,565,364 | 85 | % | |||||||
| Total deposits | 37,235,180 | 35,000,830 | 2,234,350 | 6 | % | |||||||
| Wholesale borrowings: | ||||||||||||
| Federal funds purchased and interbank borrowings | 390 | 581,489 | (581,099) | (100) | % | |||||||
| Securities sold under agreements to repurchase | 285,206 | 432,804 | (147,598) | (34) | % | |||||||
| Federal Home Loan Bank advances | 4,280,681 | 3,829,018 | 451,663 | 12 | % | |||||||
| Other borrowings | 764,870 | 743,003 | 21,867 | 3 | % | |||||||
| Total wholesale borrowings | 5,331,147 | 5,586,314 | (255,167) | (5) | % | |||||||
| Total funding | $ | 42,566,327 | $ | 40,587,144 | $ | 1,979,183 | 5 | % |
Noninterest-bearing demand deposits decreased $2.3 billion at December 31, 2023 compared to December 31, 2022 while interest-bearing deposits increased $4.5 billion reflecting a mix shift as a result of the rising rate environment during 2023 and organic growth. We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 13% at December 31, 2023, compared to 14% at December 31, 2022. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.
At December 31, 2023, time deposits in excess of the FDIC insurance limit and estimated time deposits that are otherwise uninsured by maturity were as follows:
| (dollars in thousands) | Individual Instruments in Denominations that Meet or Exceed the FDIC Insurance Limit | Estimated Aggregate Time Deposits that Meet or Exceed the FDIC Insurance Limit and Otherwise Uninsured Time Deposits | |||
|---|---|---|---|---|---|
| Three months or less | $ | 658,589 | $ | 808,951 | |
| Over three through six months | 455,280 | 899,880 | |||
| Over six through 12 months | 330,429 | 614,622 | |||
| Over 12 months | 71,659 | 233,458 | |||
| Total | $ | 1,515,957 | $ | 2,556,911 |
At December 31, 2023, the estimated amount of FDIC uninsured deposits for regulatory purposes was $17.1 billion.
Capital
Shareholders’ equity totaled $5.6 billion, or 11% of total assets, at December 31, 2023 and $5.1 billion, or 11% of total assets, at December 31, 2022. This increase was driven by retained earnings along with changes in unrealized gains (losses) on derivatives. These increases were partially offset by dividends and the repurchase of 1.8 million shares of Common Stock in 2023 under a stock repurchase plan that was approved by the Company’s Board of Directors, which reduced equity by $29.5 million. Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 58,178 shareholders of record at December 31, 2023.
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Capital Adequacy
Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes Old National’s capital to ensure an optimized capital structure. Accordingly, such evaluations may result in Old National taking a capital action. For additional information on capital adequacy see Note 21 to the consolidated financial statements.
Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, regulatory, compliance, legal, and reputational risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.
RISK MANAGEMENT
Overview
Old National has adopted a Risk Appetite Statement to enable our Board of Directors, Executive Leadership Team, and Senior Management to better assess, understand, monitor, and mitigate Old National’s risks. The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, talent management, compliance and regulatory, legal, and reputational. Our Chief Risk Officer provides quarterly reports to the Board’s Enterprise Risk Committee on various risk topics. The following discussion addresses certain of these major risks including credit, market, liquidity, operational, compliance and regulatory, and legal. Discussion of strategic, talent management, and reputational risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K.
Credit Risk
Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.
Investment Activities
All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. See Note 3 to the consolidated financial statements for additional details about our investment security portfolio.
Counterparty Exposure
Counterparty exposure is the risk that the other party in a financial transaction will not fulfill its obligation. We define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased, repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial services industry. Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. Total credit exposure is monitored by counterparty and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was an asset of $22.0 million at December 31, 2023.
Lending Activities
Commercial
Commercial and industrial loans are made primarily for the purpose of financing equipment acquisition, expansion, working capital, and other general business purposes. Lease financing consists of direct financing leases and is used by commercial clients to finance capital purchases ranging from computer equipment to transportation
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equipment. The credit decisions for these transactions are based upon an assessment of the overall financial capacity of the applicant. A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved. In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.
Commercial mortgages and construction loans are offered to real estate investors, developers, and builders primarily domiciled in the geographic Midwest market areas we serve. These loans are secured by first mortgages on real estate at LTV margins deemed appropriate for the property type, quality, location, and sponsorship. Generally, these LTV ratios do not exceed 80%. The commercial properties are predominantly multi-family and non-residential properties such as retail centers, industrial properties as well as, to a lesser extent, more specialized properties. Substantially all of our commercial real estate loans are secured by properties located in our primary market area.
In the underwriting of our commercial real estate loans, we obtain appraisals for the underlying properties. Decisions to lend are based on the economic viability of the property and the creditworthiness of the borrower. In evaluating a proposed commercial real estate loan, we primarily emphasize the ratio of the property’s projected net cash flows to the loan’s debt service requirement. The debt service coverage ratio normally is not less than 120% and it is computed after deduction for a vacancy factor and property expenses as appropriate. In addition, a personal guarantee of the loan or a portion thereof is often required from the principal(s) of the borrower. In most cases, we require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and flood insurance, if appropriate, in order to protect our security interest in the underlying property. In addition, business interruption insurance or other insurance may be required.
Construction loans are underwritten against projected cash flows derived from rental income, business income from an owner-occupant, or the sale of the property to an end-user. We may mitigate the risks associated with these types of loans by requiring fixed-price construction contracts, performance and payment bonding, controlled disbursements, and pre-sale contracts or pre-lease agreements.
Consumer
We offer a variety of first mortgage and junior lien loans to consumers within our markets, with residential home mortgages comprising our largest consumer loan category. These loans are secured by a primary residence and are underwritten using traditional underwriting systems to assess the credit risks of the consumer. Decisions are primarily based on LTV ratios, DTI ratios, liquidity, and credit scores. A maximum LTV ratio of 90% is generally required, although higher levels are permitted with mortgage insurance or other mitigating factors. We offer fixed rate mortgages and variable rate mortgages with interest rates that are subject to change every year after the first, third, fifth, or seventh year, depending on the product and are based on indexed rates such as prime. We do not offer payment-option facilities, sub-prime loans, or any product with negative amortization.
Home equity loans are secured primarily by second mortgages on residential property of the borrower. The underwriting terms for the home equity product generally permit borrowing availability, in the aggregate, up to 90% of the appraised value of the collateral property at the time of origination. We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation.
Automobile loans include loans and leases secured by new or used automobiles. We originate automobile loans and leases primarily on an indirect basis through selected dealerships. We require borrowers to maintain collision insurance on automobiles securing consumer loans, with us listed as loss payee. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity, including credit history and the ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount.
Asset Quality
Community-based lending personnel, along with region-based independent underwriting and analytic support staff, extend credit under guidelines established and administered by management and overseen by our Enterprise Risk Committee. This committee, which meets quarterly, is made up of independent outside directors. The committee
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monitors credit quality through its general review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs. In addition, the committee provides oversight of loan policy changes as recommended by management with the objective of maintaining an appropriate lending policy for the current lending environment.
We lend to commercial and commercial real estate clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At December 31, 2023, our average commercial loan size was approximately $600,000 and our average commercial real estate loan size was approximately $1,400,000. In addition, while loans to lessors of residential and non-residential real estate exceed 10% of total loans, no individual sub-segment category within those broader categories reaches the 10% threshold. At December 31, 2023, we had minimal exposure to foreign borrowers and no sovereign debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the Midwest region.
The following table presents a summary of under-performing, criticized, and classified assets at December 31:
| (dollars in thousands) | 2023 | 2022 | |||
|---|---|---|---|---|---|
| Total nonaccrual loans | $ | 274,821 | $ | 238,178 | |
| TDRs still accruing (1) | N/A | 15,313 | |||
| Total past due loans (90 days or more and still accruing) | 961 | 2,650 | |||
| Foreclosed assets | 9,434 | 10,845 | |||
| Total under-performing assets | $ | 285,216 | $ | 266,986 | |
| Classified loans (includes nonaccrual, TDRs still accruing, past due 90 days, and other problem loans) | $ | 875,140 | $ | 745,485 | |
| Other classified assets (2) | 48,930 | 24,735 | |||
| Criticized loans | 843,920 | 636,069 | |||
| Total criticized and classified assets | $ | 1,767,990 | $ | 1,406,289 | |
| Asset Quality Ratios: | |||||
| Nonaccrual loans/total loans (3) | 0.83 | % | 0.77 | % | |
| Non-performing loans/total loans (3) (4) | 0.83 | 0.81 | |||
| Under-performing assets/total loans (3) | 0.86 | 0.86 | |||
| Under-performing assets/total assets | 0.58 | 0.57 | |||
| Allowance for credit losses on loans/under-performing assets | 107.85 | 113.74 | |||
| Allowance for credit losses on loans/nonaccrual loans | 111.93 | 127.50 |
(1)As a result of the adoption of ASU 2022-02 on January 1, 2023, the TDR classification is no longer applicable.
(2)Includes investment securities that fell below investment grade rating.
(3)Loans exclude loans held-for-sale.
(4)Non-performing loans include nonaccrual loans and TDRs still accruing for periods prior to January 1, 2023.
Under-performing assets increased to $285.2 million at December 31, 2023, compared to $267.0 million at December 31, 2022. Under-performing assets as a percentage of total loans were 0.86% at both December 31, 2023 and December 31, 2022.
Nonaccrual loans increased $36.6 million from December 31, 2022 to December 31, 2023 reflecting PCD loan migration in the commercial real estate portfolio. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 111.93% at December 31, 2023, compared to 127.50% at December 31, 2022.
If nonaccrual and renegotiated loans outstanding at December 31, 2023 and 2022, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $13.4 million in 2023 and $7.9 million in 2022 would have been recorded on these loans. The amount of interest income actually recorded on nonaccrual and renegotiated loans was $5.0 million in 2023 and $5.1 million in 2022.
Total criticized and classified assets were $1.8 billion at December 31, 2023, an increase of $361.7 million from December 31, 2022 primarily due to higher criticized commercial and commercial real estate loans. Other classified assets include investment securities that fell below investment grade rating totaling $48.9 million at December 31, 2023, compared to $24.7 million at December 31, 2022.
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Allowance for Credit Losses on Loans and Unfunded Loan Commitments
Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
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The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow:
| Statement Balance | Portfolio Segment Reclassifications | Portfolio Segment After Reclassifications | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | ||||||||||
| December 31, 2023 | ||||||||||
| Commercial | $ | 9,512,230 | $ | (232,764) | $ | 9,279,466 | ||||
| Commercial real estate | 14,140,629 | (169,058) | 13,971,571 | |||||||
| BBCC | N/A | 401,822 | 401,822 | |||||||
| Residential real estate | 6,699,443 | — | 6,699,443 | |||||||
| Consumer | 2,639,625 | (2,639,625) | N/A | |||||||
| Indirect | N/A | 1,050,982 | 1,050,982 | |||||||
| Direct | N/A | 523,172 | 523,172 | |||||||
| Home equity | N/A | 1,065,471 | 1,065,471 | |||||||
| Total | $ | 32,991,927 | $ | — | $ | 32,991,927 | ||||
| December 31, 2022 | ||||||||||
| Commercial | $ | 9,508,904 | $ | (210,280) | $ | 9,298,624 | ||||
| Commercial real estate | 12,457,070 | (158,322) | 12,298,748 | |||||||
| BBCC | N/A | 368,602 | 368,602 | |||||||
| Residential real estate | 6,460,441 | — | 6,460,441 | |||||||
| Consumer | 2,697,226 | (2,697,226) | N/A | |||||||
| Indirect | N/A | 1,034,257 | 1,034,257 | |||||||
| Direct | N/A | 629,186 | 629,186 | |||||||
| Home equity | N/A | 1,033,783 | 1,033,783 | |||||||
| Total | $ | 31,123,641 | $ | — | $ | 31,123,641 |
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The following table details activity in our allowance for credit losses on loans for the years ended December 31:
| (dollars in thousands) | 2023 | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Beginning allowance for credit losses on loans | $ | 303,671 | $ | 107,341 | $ | 131,388 | ||
| Allowance established for acquired PCD loans | — | 89,089 | — | |||||
| Loans charged-off: | ||||||||
| Commercial | 41,451 | 6,885 | 1,228 | |||||
| Commercial real estate | 11,198 | 6,519 | 264 | |||||
| BBCC | 1,650 | 85 | 144 | |||||
| Residential real estate | 256 | 344 | 346 | |||||
| Indirect | 2,948 | 2,525 | 1,087 | |||||
| Direct | 10,517 | 10,799 | 1,159 | |||||
| Home equity | 443 | 124 | 82 | |||||
| Total charge-offs | 68,463 | 27,281 | 4,310 | |||||
| Recoveries on charged-off loans: | ||||||||
| Commercial | 4,172 | 4,610 | 791 | |||||
| Commercial real estate | 2,417 | 1,095 | 4,403 | |||||
| BBCC | 275 | 281 | 105 | |||||
| Residential real estate | 1,268 | 760 | 339 | |||||
| Indirect | 1,559 | 1,263 | 1,682 | |||||
| Direct | 2,331 | 2,557 | 777 | |||||
| Home equity | 531 | 616 | 978 | |||||
| Total recoveries | 12,553 | 11,182 | 9,075 | |||||
| Net charge-offs (recoveries) | 55,910 | 16,099 | (4,765) | |||||
| Provision (release) for credit losses on loans | 59,849 | 123,340 | (28,812) | |||||
| Ending allowance for credit losses on loans | $ | 307,610 | $ | 303,671 | $ | 107,341 | ||
| Beginning allowance for credit losses on unfunded loan commitments | $ | 32,188 | $ | 10,879 | $ | 11,689 | ||
| Provision for credit losses on unfunded loan commitments acquired during the period | — | 11,013 | — | |||||
| Provision (release) for provision for credit losses on unfunded loan commitments | (962) | 10,296 | (810) | |||||
| Ending allowance for credit losses on unfunded loan commitments | $ | 31,226 | $ | 32,188 | $ | 10,879 | ||
| Allowance for credit losses | $ | 338,836 | $ | 335,859 | $ | 118,220 | ||
| Average loans for the year (1) | $ | 32,233,020 | $ | 27,582,530 | $ | 13,766,590 | ||
| Asset Quality Ratios: | ||||||||
| Allowance for credit losses on loans/year-end loans (1) | 0.93 | % | 0.98 | % | 0.79 | % | ||
| Allowance for credit losses on loans/average loans (1) | 0.95 | 1.10 | 0.78 | |||||
| Allowance for credit losses/year-end loans (1) | 1.03 | 1.08 | 0.87 | |||||
| Allowance for credit losses/average loans (1) | 1.05 | 1.22 | 0.86 |
(1)Loans exclude loans held-for-sale.
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The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31:
| (dollars in thousands) | 2023 | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Commercial: | ||||||||
| Net charge-offs (recoveries) | $ | 37,279 | $ | 2,275 | $ | 437 | ||
| Average loans for the year (1) | $ | 9,338,940 | $ | 7,755,895 | $ | 3,553,527 | ||
| Net charge-offs (recoveries)/average loans | 0.40 | % | 0.03 | % | 0.01 | % | ||
| Commercial real estate: | ||||||||
| Net charge-offs (recoveries) | $ | 8,781 | $ | 5,424 | $ | (4,139) | ||
| Average loans for the year | $ | 13,248,587 | $ | 11,292,033 | $ | 6,022,408 | ||
| Net charge-offs (recoveries)/average loans | 0.07 | % | 0.05 | % | (0.07) | % | ||
| BBCC: | ||||||||
| Net charge-offs (recoveries) | $ | 1,375 | $ | (196) | $ | 39 | ||
| Average loans for the year | $ | 385,171 | $ | 352,276 | $ | 355,310 | ||
| Net charge-offs (recoveries)/average loans | 0.36 | % | (0.06) | % | 0.01 | % | ||
| Residential real estate: | ||||||||
| Net charge-offs (recoveries) | $ | (1,012) | $ | (416) | $ | 7 | ||
| Average loans for the year (1) | $ | 6,642,224 | $ | 5,618,883 | $ | 2,257,878 | ||
| Net charge-offs (recoveries)/average loans | (0.02) | % | (0.01) | % | — | % | ||
| Indirect: | ||||||||
| Net charge-offs (recoveries) | $ | 1,389 | $ | 1,262 | $ | (595) | ||
| Average loans for the year | $ | 1,013,560 | $ | 1,089,394 | $ | 879,525 | ||
| Net charge-offs (recoveries)/average loans | 0.14 | % | 0.12 | % | (0.07) | % | ||
| Direct: | ||||||||
| Net charge-offs (recoveries) | $ | 8,186 | $ | 8,242 | $ | 382 | ||
| Average loans for the year | $ | 568,345 | $ | 559,943 | $ | 150,620 | ||
| Net charge-offs (recoveries)/average loans | 1.44 | % | 1.47 | % | 0.25 | % | ||
| Home equity: | ||||||||
| Net charge-offs (recoveries) | $ | (88) | $ | (492) | $ | (896) | ||
| Average loans for the year | $ | 1,036,193 | $ | 921,018 | $ | 547,322 | ||
| Net charge-offs (recoveries)/average loans | (0.01) | % | (0.05) | % | (0.16) | % | ||
| Total loans: | ||||||||
| Net charge-offs (recoveries) | $ | 55,910 | $ | 16,099 | $ | (4,765) | ||
| Average loans for the year (1) | $ | 32,233,020 | $ | 27,589,442 | $ | 13,766,590 | ||
| Net charge-offs (recoveries)/average loans | 0.17 | % | 0.06 | % | (0.03) | % |
(1)Average loans exclude loans held-for-sale.
The allowance for credit losses on loans was $307.6 million at December 31, 2023, compared to $303.7 million at December 31, 2022. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
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The following table details the allowance for credit losses on loans by loan category and the percent of loans in each category compared to total loans at December 31.
| 2023 | 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allowance Amount | % of Loans to Total Loans | Allowance Amount | % of Loans to Total Loans | |||||||
| Commercial | $ | 118,333 | 28.1 | % | $ | 120,612 | 29.9 | % | |||
| Commercial real estate | 155,099 | 42.4 | 138,244 | 39.5 | |||||||
| BBCC | 2,887 | 1.2 | 2,431 | 1.2 | |||||||
| Residential real estate | 20,837 | 20.3 | 21,916 | 20.8 | |||||||
| Indirect | 1,236 | 3.2 | 1,532 | 3.3 | |||||||
| Direct | 3,169 | 1.6 | 12,116 | 2.0 | |||||||
| Home equity | 6,049 | 3.2 | 6,820 | 3.3 | |||||||
| Total | $ | 307,610 | 100.0 | % | $ | 303,671 | 100.0 | % |
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $31.2 million at December 31, 2023, compared to $32.2 million at December 31, 2022.
See the section entitled “Risk Factors” in Item 1A of this Form 10-K for further discussion of our credit risk.
Market Risk
Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.
The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.
In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including:
•adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;
•changing product pricing strategies;
•modifying characteristics of the investment securities portfolio; or
•using derivative financial instruments, to a limited degree.
A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and interest rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions. Due to the dynamics of future interest
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rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure. Presentation of the forward curve model is also included as of December 31, 2023.
The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model as of December 31, 2023 and 2022:
| Immediate Rate Decrease | 12/31/2023 Forward Curve | Immediate Rate Increase | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | -300 Basis Points | -200 Basis Points | -100 Basis Points | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | ||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||
| Projected interest income: | |||||||||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 697,457 | $ | 737,468 | $ | 790,456 | $ | 787,252 | $ | 846,761 | $ | 908,089 | $ | 968,265 | $ | 1,028,281 | |||||||
| Loans | 3,060,287 | 3,427,292 | 3,793,581 | 3,776,274 | 4,151,614 | 4,507,231 | 4,863,048 | 5,218,843 | |||||||||||||||
| Total interest income | 3,757,744 | 4,164,760 | 4,584,037 | 4,563,526 | 4,998,375 | 5,415,320 | 5,831,313 | 6,247,124 | |||||||||||||||
| Projected interest expense: | |||||||||||||||||||||||
| Deposits | 585,860 | 873,808 | 1,161,723 | 1,070,772 | 1,413,934 | 1,711,857 | 1,973,015 | 2,252,553 | |||||||||||||||
| Borrowings | 339,574 | 400,223 | 482,315 | 474,785 | 568,256 | 648,438 | 728,744 | 809,100 | |||||||||||||||
| Total interest expense | 925,434 | 1,274,031 | 1,644,038 | 1,545,557 | 1,982,190 | 2,360,295 | 2,701,759 | 3,061,653 | |||||||||||||||
| Net interest income | $ | 2,832,310 | $ | 2,890,729 | $ | 2,939,999 | $ | 3,017,969 | $ | 3,016,185 | $ | 3,055,025 | $ | 3,129,554 | $ | 3,185,471 | |||||||
| Change from base | $ | (183,875) | $ | (125,456) | $ | (76,186) | $ | 1,784 | $ | 38,840 | $ | 113,369 | $ | 169,286 | |||||||||
| % change from base | (6.10) | % | (4.16) | % | (2.53) | % | 0.06 | % | 1.29 | % | 3.76 | % | 5.61 | % | |||||||||
| Immediate Rate Decrease | Immediate Rate Increase | ||||||||||||||||||||||
| -200 Basis Points | -100 Basis Points | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | ||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Projected interest income: | |||||||||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 620,880 | $ | 658,876 | $ | 698,965 | $ | 738,776 | $ | 778,162 | $ | 817,474 | |||||||||||
| Loans | 2,664,328 | 2,996,970 | 3,340,228 | 3,676,293 | 4,007,987 | 4,339,475 | |||||||||||||||||
| Total interest income | 3,285,208 | 3,655,846 | 4,039,193 | 4,415,069 | 4,786,149 | 5,156,949 | |||||||||||||||||
| Projected interest expense: | |||||||||||||||||||||||
| Deposits | 396,535 | 554,823 | 718,942 | 890,027 | 1,061,113 | 1,232,199 | |||||||||||||||||
| Borrowings | 322,555 | 399,862 | 473,953 | 551,211 | 628,518 | 705,816 | |||||||||||||||||
| Total interest expense | 719,090 | 954,685 | 1,192,895 | 1,441,238 | 1,689,631 | 1,938,015 | |||||||||||||||||
| Net interest income | $ | 2,566,118 | $ | 2,701,161 | $ | 2,846,298 | $ | 2,973,831 | $ | 3,096,518 | $ | 3,218,934 | |||||||||||
| Change from base | $ | (280,180) | $ | (145,137) | $ | 127,533 | $ | 250,220 | $ | 372,636 | |||||||||||||
| % change from base | (9.84) | % | (5.10) | % | 4.48 | % | 8.79 | % | 13.09 | % |
Our projected net interest income increased year over year due to loan growth and rising interest rates.
A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which have no contractual maturity dates. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest
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rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested.
We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $4.5 million at December 31, 2023, compared to a net liability position with a fair value loss of $36.1 million at December 31, 2022. See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments.
Liquidity Risk
Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review with the Enterprise Risk Committee of our Board of Directors and monitor through our Asset/Liability Executive Management Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements. On May 31, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, events at other banking organizations, the housing market, general and local economic conditions, and competition in the marketplace. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.
A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2023.
| (dollars in thousands) | |||||
|---|---|---|---|---|---|
| Maturity Bucket | Amount | Rate | |||
| 2024 | $ | 5,081,013 | 4.44 | % | |
| 2025 | 376,189 | 3.54 | |||
| 2026 | 66,853 | 1.05 | |||
| 2027 | 33,864 | 0.74 | |||
| 2028 | 14,416 | 1.44 | |||
| 2029 and beyond | 6,809 | 1.14 | |||
| Total | $ | 5,579,144 | 4.30 | % |
Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings.
The credit ratings of Old National and Old National Bank at December 31, 2023 are shown in the following table.
| Moody's Investors Service | ||
|---|---|---|
| Long-term | Short-term | |
| Old National | Baa1 | N/A |
| Old National Bank | A1 | P-1 |
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Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At December 31, 2023, Old National and its subsidiaries had the following availability of liquid funds and borrowings:
| (dollars in thousands) | Parent Company | Subsidiaries | |||
|---|---|---|---|---|---|
| Available liquid funds: | |||||
| Cash and due from banks | $ | 284,294 | $ | 890,764 | |
| Unencumbered government-issued debt securities | — | 746,944 | |||
| Unencumbered investment grade municipal securities | — | 77,866 | |||
| Unencumbered corporate securities | — | 49,128 | |||
| Availability of borrowings (1): | |||||
| Amount available from Federal Reserve discount window | — | 885,714 | |||
| Amount available from Federal Reserve Bank Term Funding Program (2) | — | 1,339,659 | |||
| Amount available from Federal Home Loan Bank | — | 6,912,459 | |||
| Total available funds | $ | 284,294 | $ | 10,902,534 |
(1)Based on collateral pledged.
(2)The Federal Reserve Bank will cease making new loans under this program as scheduled on March 11, 2024.
Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2023, Old National Bancorp’s other borrowings outstanding were $479.8 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2022 or 2023 and is not currently required. At December 31, 2023, Old National Bank could pay dividends of $670.4 million without prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.
Operational Risk
Operational risk is the risk that inadequate information systems, operational issues, breaches in internal controls, information security breaches, fraud, or unforeseen catastrophes will result in unexpected losses and other adverse impacts to Old National, such as reputational harm. We maintain frameworks, programs, and internal controls to prevent or minimize financial loss from failure of systems, people, or processes. This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyber-attacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information. Metrics and measurements are used by our management team in the management of day-to-day operations to ensure effective client service, minimization of service disruptions, and oversight of cybersecurity risk. We continually monitor and internally report on weaknesses in the internal control environment; third party risks; privacy and data governance; cyber-attacks; information security or data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process management; external and internal fraud; model risk management; and other risks.
Compliance and Regulatory Risk
Compliance and regulatory risk is the risk that the Company violated or was not in compliance with applicable laws, rules, regulations, regulatory guidance and policies, industry standards, or ethical standards. Compliance with applicable regulatory requirements, internal policies and procedures, and ethical standards is not only the right thing to do, but it is embedded within our culture and mission to assist our clients in achieving financial success. Adherence to this belief is the responsibility of every employee, every day, in everything we do. It is Old National’s
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policy to comply with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk and internal audit functions, respectively. Recognizing that inadvertent violations may occur, risk management activities are established to promptly identify, analyze, and, if necessary, remediate compliance and regulatory issues to limit compliance risk exposure.
Legal Risk
Legal risk generally results from unidentified or unmitigated risks that could result in lawsuits or adverse judgments that negatively affect the operations or financial condition of the Company. Business practices must be executed, as well as products and services delivered, in a manner that is compliant with applicable laws, rules, regulations, and agreements to which we are a party. Corporate governance practices must be compliant with applicable legal requirements and aligned with market practices. The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, and regulations and expects issues to be identified, analyzed, and remediated in a timely and complete manner.
MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES
The following table presents our material fixed and determinable contractual obligations and significant commitments at December 31, 2023. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.
| Payments Due In | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Note Reference | One Year or Less | Over One Year | Total | |||||
| Deposits without stated maturity | $ | 31,656,036 | $ | — | $ | 31,656,036 | |||
| IRAs, consumer deposits, and brokered certificates of deposit | 10 | 5,081,013 | 498,131 | 5,579,144 | |||||
| Securities sold under agreements to repurchase | 11 | 285,206 | — | 285,206 | |||||
| Federal Home Loan Bank advances | 12 | 125,243 | 4,155,438 | 4,280,681 | |||||
| Other borrowings | 13 | 275,263 | 489,607 | 764,870 |
We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 19 to the consolidated financial statements.
In the normal course of business, various legal actions and proceedings are pending against us and our affiliates which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is included in Note 20 to the consolidated financial statements.
In addition, liabilities recorded under FASB ASC 740-10 (FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109) are not included in the table because the amount and timing of any cash payments cannot be reasonably estimated. Further discussion of income taxes and liabilities is included in Note 15 to the consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES
Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.
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The following accounting policies materially affect our reported earnings and financial condition and require significant judgments and estimates. Management has reviewed these critical accounting estimates and related disclosures with our Audit Committee.
Business Combinations and Goodwill
•Description. For mergers and acquisitions, we are required to record the assets acquired, including identified intangible assets such as core deposit and customer trust relationship intangibles, and the liabilities assumed at their fair value. The difference between consideration and the net fair value of assets acquired is recorded as goodwill. Management uses significant estimates and assumptions to value such items, including projected cash flows, repayment rates, default rates and losses assuming default, discount rates, and realizable collateral values. The allowance for credit losses for PCD loans is recognized within acquisition accounting. The allowance for credit losses for non-PCD assets is recognized as provision for credit losses in the same reporting period as the merger or acquisition. Fair value adjustments are amortized or accreted into the income statement over the estimated life of the acquired assets or assumed liabilities. The purchase date valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with the merger or acquisition. The use of different assumptions could produce significantly different valuation results, which could have material positive or negative effects on our results of operations. The carrying value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill.
•Judgments and Uncertainties. The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, we engage third party specialists to assist in the development of fair values. Preliminary estimates of fair values may be adjusted for a period of time subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments recorded during this period are recognized in the current reporting period. Management uses various valuation methodologies to estimate the fair value of these assets and liabilities, and often involves a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets, and certain other assets and liabilities.
•Effect if Actual Results Differ From Assumptions. Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets, including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides.
Allowance for Credit Losses on Loans
•Description. The allowance for credit losses on loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods.
The allowance for credit losses on loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries.
•Judgments and Uncertainties. We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method. The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an allowance. Expected cashflows are created using a combination of contractual payment schedules, calculated PDs, LGD and prepayment assumptions as well as qualitative factors. For commercial and commercial real estate loans, the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine the likelihood of a loan being charged-off within the time horizon. The regression models use combinations of variables to
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assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, and house price index. The LGD is defined as credit loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts.
•Effect if Actual Results Differ From Assumptions. The allowance represents management’s best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated changes could have a significant impact on results of operations.
One of the most significant judgments used in determining the allowance for credit losses is the macroeconomic forecast provided by a third party. The economic indices sourced from the macroeconomic forecast and used in projecting loss rates include the national unemployment rate, changes in commercial real estate prices, changes in home values, and changes in the United States gross domestic product. The economic index used in the calculation to which the calculation may be most sensitive is the national unemployment rate. Each reporting period, several macroeconomic forecast scenarios are considered by management. Management selects the macroeconomic forecast that is most reflective of expectations at that point in time. Changes in the macroeconomic forecast, especially for the national unemployment rate, could significantly impact the calculated estimated credit losses.
The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses on loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.
Derivative Financial Instruments
•Description. As part of our overall interest rate risk management, we use derivative instruments to reduce exposure to changes in interest rates and market prices for financial instruments. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation of the financial statements. All of the derivative financial instruments we use have an active market and indications of fair value can be readily obtained. We are not using the “short-cut” method of accounting for any fair value derivatives.
Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or contract amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring procedures.
•Judgments and Uncertainties. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items.
•Effect if Actual Results Differ From Assumptions. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). However, if in the future the derivative financial instruments used by us no longer qualify for hedge accounting treatment, all changes in fair value of the derivative would flow through the consolidated statements of income in other noninterest income, resulting in greater volatility in our earnings.
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Income Taxes
•Description. We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. We review income tax expense and the carrying value of deferred tax assets quarterly; and as new information becomes available, the balances are adjusted as appropriate. FASB ASC 740-10 (FIN 48) prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. See Note 15 to the consolidated financial statements for a further description of our provision and related income tax assets and liabilities.
•Judgments and Uncertainties. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.
•Effect if Actual Results Differ From Assumptions. Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which reserves have been established or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our effective income tax rate in the period of resolution.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and the Audit Committee has reviewed our disclosure relating to it in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
FY 2022 10-K MD&A
SEC filing source: 0000707179-23-000008.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Page | |
|---|---|
| General Overview | 34 |
| Corporate Developments in Fiscal 2022 | 34 |
| Business Outlook | 35 |
| Financial Highlights | 36 |
| Non-GAAP Financial Measures | 38 |
| Results of Operations | 41 |
| Financial Condition | 46 |
| Risk Management | 52 |
| Material Contractual Obligations, Commitments, and Contingent Liabilities | 64 |
| Critical Accounting Estimates | 64 |
The following discussion is an analysis of our results of operations for the fiscal years ended December 31, 2022, 2021, and 2020, and financial condition as of December 31, 2022 and 2021. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. This discussion contains forward-looking statements concerning our business. Readers are cautioned that, by their nature, forward-looking statements are based on estimates and assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from our expectations that are expressed or implied by any forward-looking statement. The discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially from those expressed or implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference.
GENERAL OVERVIEW
Old National is the largest financial holding company headquartered in the state of Indiana and the sixth largest Midwestern bank by asset size. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Old National, through Old National Bank, provides a wide range of banking services throughout the Midwest region, including commercial and consumer loan and depository services, and other traditional banking services. Old National also provides services to supplement its traditional banking business including fiduciary and wealth management services, investment and brokerage services, investment consulting, and other financial services.
CORPORATE DEVELOPMENTS IN FISCAL 2022
Old National had a transformational year in 2022, evidenced by our merger with First Midwest, successful completion of all related systems conversions, solid client growth, and strong talent retention and attraction. Key performance indicators experienced in 2022 included:
•net income applicable to common shareholders of $414.2 million, or $1.50 per diluted common share;
•net interest margin expansion of 58 basis points, reflective of strong loan growth and the higher rate environment;
•robust, broad-based loan growth of 12%;
•maintenance of a stable, low-cost deposit base along with a loan to deposit ratio of 89%;
•disciplined expense management; and
•excellent credit and capital metrics including net charge-offs to average loans of 0.06%.
Our net interest income increased to $1.3 billion during 2022, compared to $596.4 million in 2021 driven by the First Midwest merger, loan growth, and the higher rate environment. Noninterest income increased from $214.2 million in 2021 to $399.8 million in 2022 reflecting the First Midwest merger and a $90.7 million gain on the sale of health savings accounts in the fourth quarter of 2022, partially offset by lower mortgage banking revenue, which was impacted by the higher rate environment, and, accordingly, lower production and gain on sale margins. Our noninterest expenses increased from $501.4 million in 2021 to $1.0 billion in 2022 reflective of the additional operating costs associated with the First Midwest merger, as well as $120.9 million of merger-related expenses and $26.8 million for property optimization. In addition, higher incentive accruals resulting from strong performance contributed to the increase.
34
On February 15, 2022, Old National completed its previously announced merger of equals transaction with First Midwest. At closing, Old National acquired $21.9 billion of assets, including $14.3 billion of loans, and assumed $17.2 billion of deposits. Old National completed branding and all systems conversions in the third quarter of 2022.
On November 18, 2022, Old National completed its previously announced transaction with UMB, pursuant to which UMB acquired Old National’s business of acting as a qualified custodian for, and administering, health savings accounts. Old National served as custodian for health savings accounts comprised of both investment accounts and deposit accounts. At closing, the health savings accounts held in deposit accounts that were transferred totaled approximately $382 million and the transaction resulted in a $90.7 million pre-tax gain.
During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the closure and consolidation of certain branches as well as other real estate repositioning across our footprint. These actions resulted in pre-tax charges of $26.8 million that are associated with valuation adjustments related to these locations and are recorded in noninterest expense.
In early December of 2022, Old National implemented several enhancements to its overdraft protection programs to provide clients with more flexibility. The changes included the elimination of the non-sufficient fund (“NSF”) fee when an item is returned, among other modifications that benefit consumers that will impact service charges on deposit accounts.
Pandemic Update
As previously disclosed, the COVID-19 pandemic has created economic and financial disruptions that continued to adversely affect our operations during 2022. Our historically disciplined underwriting practices, diverse and granular portfolios, and Midwest-based footprint have helped minimize the adverse impact to Old National. The pandemic has become less disruptive to the Company’s business, financial condition, results of operations, and its clients as of December 31, 2022 than in prior periods.
BUSINESS OUTLOOK
In 2022, Old National benefited from the tailwinds of the Federal Reserve’s target interest rate increases in general, and we enter 2023 proactively managing our balance sheet for a potential downshift in interest rates. Old National’s peer leading deposit franchise adds value in any economic cycle as deposits typically cost less than other types of funding. Our healthy commercial loan pipeline heading into 2023 bodes well for future organic growth, which remains a top priority for the Company.
Our transformational merger with First Midwest accelerated our evolution into a commercially-oriented regional bank that expects to consistently deliver top quartile performance. The accomplishment of merger-related cost saves and our enduring focus on the fundamentals of basic banking, including loan growth, expansion of revenue-generating businesses, prudent capital deployment, and expense management, will help us to deliver meaningful, positive operating leverage.
Organic loan growth continues to be our priority. As we enter into 2023, our commercial loan production and pipeline are at robust levels, yet we continue to adhere to our disciplined underwriting process. We believe our approach to downgrading troubled credits early and a patient approach to resolving issues results in better outcomes for our clients and ultimately lower costs for Old National. Old National credit quality remains strong, and we have not experienced any specific sector credit related weaknesses, yet we will remain diligent in adhering to our risk profile and underwriting standards.
As we look ahead to 2023, we believe our increased scale, relationship banking approach, skilled team members, geographic reach, strong balance sheet, including our peer leading deposit franchise, and operating efficiency will allow us to continue to create value for our shareholders and drive positive operating leverage.
35
FINANCIAL HIGHLIGHTS
The following table sets forth certain financial highlights of Old National for the previous five quarters:
| Three Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||
| 2022 | 2022 | 2022 | 2022 | 2021 | ||||||||||
| Income Statement: | ||||||||||||||
| Net interest income | $ | 391,090 | $ | 376,589 | $ | 337,472 | $ | 222,785 | $ | 146,781 | ||||
| Taxable equivalent adjustment (1) | 5,378 | 4,950 | 4,314 | 3,772 | 3,442 | |||||||||
| Net interest income - taxable equivalent basis | 396,468 | 381,539 | 341,786 | 226,557 | 150,223 | |||||||||
| Provision for credit losses (2) | 11,408 | 15,490 | 9,165 | 108,736 | (1,332) | |||||||||
| Noninterest income | 165,037 | 80,385 | 89,117 | 65,240 | 51,484 | |||||||||
| Noninterest expense (2) | 282,675 | 262,444 | 277,475 | 215,589 | 131,355 | |||||||||
| Net income (loss) available to common shareholders | $ | 196,701 | $ | 136,119 | $ | 110,952 | $ | (29,603) | $ | 56,188 | ||||
| Per Common Share Data: | ||||||||||||||
| Weighted average diluted common shares | 293,131 | 292,483 | 291,881 | 227,002 | 166,128 | |||||||||
| Net income (loss) (diluted) | $ | 0.67 | $ | 0.47 | $ | 0.38 | $ | (0.13) | $ | 0.34 | ||||
| Cash dividends | 0.14 | 0.14 | 0.14 | $ | 0.14 | $ | 0.14 | |||||||
| Common dividend payout ratio (3) | 21 | % | 30 | % | 37 | % | (108) | % | 41 | % | ||||
| Book value | $ | 16.68 | $ | 16.05 | $ | 16.51 | $ | 17.03 | $ | 18.16 | ||||
| Stock price | 17.98 | 16.47 | 14.79 | 16.38 | 18.12 | |||||||||
| Tangible common book value (4) | 9.42 | 8.75 | 9.23 | 9.71 | 11.70 | |||||||||
| Performance Ratios: | ||||||||||||||
| Return on average assets | 1.74 | % | 1.22 | % | 1.01 | % | (0.31) | % | 0.93 | % | ||||
| Return on average common equity | 16.77 | 11.13 | 9.08 | (2.89) | 7.49 | |||||||||
| Return on tangible common equity (4) | 29.25 | 22.07 | 17.21 | (3.61) | 11.98 | |||||||||
| Return on average tangible common equity (4) | 31.53 | 20.49 | 16.93 | (4.03) | 12.07 | |||||||||
| Net interest margin (4) | 3.85 | 3.71 | 3.33 | 2.88 | 2.77 | |||||||||
| Efficiency ratio (4) | 49.12 | 55.26 | 62.72 | 72.32 | 63.98 | |||||||||
| Efficiency ratio (prior presentation) (5) | N/A | 56.17 | 62.70 | 76.15 | 64.27 | |||||||||
| Net charge-offs (recoveries) to average loans | 0.05 | 0.10 | 0.02 | 0.05 | (0.04) | |||||||||
| Allowance for credit losses on loans to ending loans | 0.98 | 0.99 | 0.97 | 0.99 | 0.79 | |||||||||
| Allowance for credit losses (6) to ending loans | 1.08 | 1.08 | 1.05 | 1.07 | 0.87 | |||||||||
| Non-performing loans to ending loans | 0.81 | 0.81 | 0.78 | 0.88 | 0.92 | |||||||||
| Balance Sheet: | ||||||||||||||
| Total loans | $ | 31,123,641 | $ | 30,528,933 | $ | 29,553,648 | $ | 28,336,244 | $ | 13,601,846 | ||||
| Total assets | 46,763,372 | 46,215,526 | 45,748,355 | 45,834,648 | 24,453,564 | |||||||||
| Total deposits | 35,000,830 | 36,053,663 | 35,538,975 | 35,607,390 | 18,569,195 | |||||||||
| Total borrowed funds | 5,586,314 | 4,264,750 | 4,384,411 | 4,347,560 | 2,575,240 | |||||||||
| Total shareholders' equity | 5,128,595 | 4,943,383 | 5,078,783 | 5,232,114 | 3,012,018 | |||||||||
| Capital Ratios: | ||||||||||||||
| Risk-based capital ratios: | ||||||||||||||
| Tier 1 common equity | 10.03 | % | 9.88 | % | 9.90 | % | 10.04 | % | 12.04 | % | ||||
| Tier 1 | 10.71 | 10.58 | 10.63 | 10.79 | 12.04 | |||||||||
| Total | 12.02 | 11.84 | 12.03 | 12.19 | 12.77 | |||||||||
| Leverage ratio (to average assets) | 8.52 | 8.26 | 8.19 | 10.58 | 8.59 | |||||||||
| Total equity to assets (averages) | 10.70 | 11.18 | 11.22 | 12.03 | 12.35 | |||||||||
| Tangible common equity to tangible assets (4) | 6.18 | 5.82 | 6.20 | 6.51 | 8.30 | |||||||||
| Nonfinancial Data: | ||||||||||||||
| Full-time equivalent employees | 3,967 | 4,008 | 4,196 | 4,333 | 2,374 | |||||||||
| Banking centers | 263 | 263 | 266 | 267 | 162 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Provision for unfunded loan commitments is included in the provision for credit losses. The reclassification of the provision for unfunded loan commitments out of other expense as a component of noninterest expense was made to prior period amounts to conform to the current period presentation.
(3)Cash dividends per share divided by net income per share (basic).
(4)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(5)Presented as calculated prior to December 31, 2022, which included the provision for unfunded loan commitments in noninterest expense. Management believes that removing the provision for unfunded loan commitments from this metric enhances comparability for peer comparison purposes.
(6)Includes the allowance for credit losses on loans and unfunded loan commitments.
36
The following table sets forth certain financial highlights of Old National for the year-to-date periods:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2022 | 2021 | ||||||
| Income Statement: | ||||||||
| Net interest income | $ | 1,327,936 | $ | 596,400 | ||||
| Taxable equivalent adjustment (1) | 18,414 | 13,913 | ||||||
| Net interest income - taxable equivalent basis | 1,346,350 | 610,313 | ||||||
| Provision for credit losses (2) | 144,799 | (29,622) | ||||||
| Noninterest income | 399,779 | 214,219 | ||||||
| Noninterest expense (2) | 1,038,183 | 501,379 | ||||||
| Net income available to common shareholders | $ | 414,169 | $ | 277,538 | ||||
| Per Common Share Data: | ||||||||
| Weighted average diluted common shares | 276,688 | 165,929 | ||||||
| Net income (diluted) | $ | 1.50 | $ | 1.67 | ||||
| Cash dividends | $ | 0.56 | $ | 0.56 | ||||
| Common dividend payout ratio (3) | 37 | % | 33 | % | ||||
| Book value | $ | 16.68 | $ | 18.16 | ||||
| Stock price | 17.98 | 18.12 | ||||||
| Tangible common book value (4) | 9.42 | 11.70 | ||||||
| Performance Ratios: | ||||||||
| Return on average assets | 0.99 | % | 1.17 | % | ||||
| Return on average common equity | 8.92 | 9.26 | ||||||
| Return on tangible common equity (4) | 15.72 | 14.74 | ||||||
| Return on average tangible common equity (4) | 16.34 | 14.89 | ||||||
| Net interest margin (4) | 3.47 | 2.89 | ||||||
| Efficiency ratio (4) | 57.97 | 59.75 | ||||||
| Efficiency ratio (prior presentation) (5) | N/A | 59.65 | ||||||
| Net charge-offs (recoveries) to average loans | 0.06 | (0.03) | ||||||
| Allowance for credit losses on loans to ending loans | 0.98 | 0.79 | ||||||
| Allowance for credit losses (6) to ending loans | 1.08 | 0.87 | ||||||
| Non-performing loans to ending loans | 0.81 | 0.92 | ||||||
| Balance Sheet: | ||||||||
| Total loans | $ | 31,123,641 | $ | 13,601,846 | ||||
| Total assets | 46,763,372 | 24,453,564 | ||||||
| Total deposits | 35,000,830 | 18,569,195 | ||||||
| Total borrowed funds | 5,586,314 | 2,575,240 | ||||||
| Total shareholders' equity | 5,128,595 | 3,012,018 | ||||||
| Capital Ratios: | ||||||||
| Risk-based capital ratios: | ||||||||
| Tier 1 common equity | 10.03 | % | 12.04 | % | ||||
| Tier 1 | 10.71 | 12.04 | ||||||
| Total | 12.02 | 12.77 | ||||||
| Leverage ratio (to average assets) | 8.52 | 8.59 | ||||||
| Total equity to assets (averages) | 11.23 | 12.60 | ||||||
| Tangible common equity to tangible assets (4) | 6.18 | 8.30 | ||||||
| Nonfinancial Data: | ||||||||
| Full-time equivalent employees | 3,967 | 2,374 | ||||||
| Banking centers | 263 | 162 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Provision for unfunded loan commitments is included in the provision for credit losses. The reclassification of the provision for unfunded loan commitments out of other expense as a component of noninterest expense was made to prior period amounts to conform to the current period presentation.
(3)Cash dividends per share divided by net income per share (basic).
(4)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(5)Presented as calculated prior to December 31, 2022, which included the provision for unfunded loan commitments in noninterest expense. Management believes that removing the provision for unfunded loan commitments from this metric enhances comparability for peer comparison purposes.
(6)Includes the allowance for credit losses on loans and unfunded loan commitments.
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NON-GAAP FINANCIAL MEASURES
The Company’s accounting and reporting policies conform to 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 following table.
The taxable 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 shareholders’ equity and retain the effect of AOCI in shareholders’ 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.
38
The following table presents GAAP to non-GAAP reconciliations for the previous five quarters:
| Three Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||||||
| 2022 | 2022 | 2022 | 2022 | 2021 | ||||||||||||||
| Tangible common book value: | ||||||||||||||||||
| Shareholders' common equity | $ | 4,884,876 | $ | 4,699,664 | $ | 4,835,064 | $ | 4,988,395 | $ | 3,012,018 | ||||||||
| Deduct: Goodwill and intangible assets | 2,125,121 | 2,135,792 | 2,131,815 | 2,144,609 | 1,071,672 | |||||||||||||
| Tangible shareholders' common equity (1) | $ | 2,759,755 | $ | 2,563,872 | $ | 2,703,249 | $ | 2,843,786 | $ | 1,940,346 | ||||||||
| Period end common shares | 292,903 | 292,880 | 292,893 | 292,959 | 165,838 | |||||||||||||
| Tangible common book value (1) | 9.42 | 8.75 | 9.23 | 9.71 | 11.70 | |||||||||||||
| Return on tangible common equity: | ||||||||||||||||||
| Net income (loss) applicable to common shares | $ | 196,701 | $ | 136,119 | $ | 110,952 | $ | (29,603) | $ | 56,188 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 5,090 | 5,317 | 5,378 | 3,934 | 1,930 | |||||||||||||
| Tangible net income (loss) (1) | $ | 201,791 | $ | 141,436 | $ | 116,330 | $ | (25,669) | $ | 58,118 | ||||||||
| Tangible shareholders' common equity (1) (see above) | $ | 2,759,755 | $ | 2,563,872 | $ | 2,703,249 | $ | 2,843,786 | $ | 1,940,346 | ||||||||
| Return on tangible common equity (1) | 29.25 | % | 22.07 | % | 17.21 | % | (3.61) | % | 11.98 | % | ||||||||
| Return on average tangible common equity: | ||||||||||||||||||
| Tangible net income (loss) (1) (see above) | $ | 201,791 | $ | 141,436 | $ | 116,330 | $ | (25,669) | $ | 58,118 | ||||||||
| Average shareholders' common equity | $ | 4,692,863 | $ | 4,890,434 | $ | 4,886,181 | $ | 4,101,206 | $ | 2,998,825 | ||||||||
| Deduct: Average goodwill and intangible assets | 2,132,480 | 2,129,858 | 2,136,964 | 1,550,624 | 1,072,986 | |||||||||||||
| Average tangible shareholders' common equity (1) | $ | 2,560,383 | $ | 2,760,576 | $ | 2,749,217 | $ | 2,550,582 | $ | 1,925,839 | ||||||||
| Return on average tangible common equity (1) | 31.53 | % | 20.49 | % | 16.93 | % | (4.03) | % | 12.07 | % | ||||||||
| Net interest margin: | ||||||||||||||||||
| Net interest income | $ | 391,090 | $ | 376,589 | $ | 337,472 | $ | 222,785 | $ | 146,781 | ||||||||
| Taxable equivalent adjustment | 5,378 | 4,950 | 4,314 | 3,772 | 3,442 | |||||||||||||
| Net interest income - taxable equivalent basis (1) | $ | 396,468 | $ | 381,539 | $ | 341,786 | $ | 226,557 | $ | 150,223 | ||||||||
| Average earning assets | $ | 41,206,695 | $ | 41,180,026 | $ | 41,003,338 | $ | 31,483,553 | $ | 21,670,723 | ||||||||
| Net interest margin (1) | 3.85 | % | 3.71 | % | 3.33 | % | 2.88 | % | 2.77 | % | ||||||||
| Efficiency ratio: | ||||||||||||||||||
| Noninterest expense | $ | 282,675 | $ | 262,444 | $ | 277,475 | $ | 215,589 | $ | 131,355 | ||||||||
| Deduct: Intangible amortization expense | 6,787 | 7,089 | 7,170 | 4,811 | 2,573 | |||||||||||||
| Adjusted noninterest expense (1) | $ | 275,888 | $ | 255,355 | $ | 270,305 | $ | 210,778 | $ | 128,782 | ||||||||
| Net interest income - taxable equivalent basis (1) (see above) | $ | 396,468 | $ | 381,539 | $ | 341,786 | $ | 226,557 | $ | 150,223 | ||||||||
| Noninterest income | 165,037 | 80,385 | 89,117 | 65,240 | 51,484 | |||||||||||||
| Deduct: Debt securities gains (losses), net | (173) | (172) | (85) | 342 | 435 | |||||||||||||
| Adjusted total revenue (1) | $ | 561,678 | $ | 462,096 | $ | 430,988 | $ | 291,455 | $ | 201,272 | ||||||||
| Efficiency ratio | 49.12 | % | 55.26 | % | 62.72 | % | 72.32 | % | 63.98 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||||||||
| Tangible shareholders' equity (1) (see above) | $ | 2,759,755 | $ | 2,563,872 | $ | 2,703,249 | $ | 2,843,786 | $ | 1,940,346 | ||||||||
| Assets | $ | 46,763,372 | $ | 46,215,526 | $ | 45,748,355 | $ | 45,834,648 | $ | 24,453,564 | ||||||||
| Add: Trust overdrafts | — | — | — | 1 | — | |||||||||||||
| Deduct: Goodwill and intangible assets | 2,125,121 | 2,135,792 | 2,131,815 | 2,144,609 | 1,071,672 | |||||||||||||
| Tangible assets (1) | $ | 44,638,251 | $ | 44,079,734 | $ | 43,616,540 | $ | 43,690,040 | $ | 23,381,892 | ||||||||
| Tangible common equity to tangible assets (1) | 6.18 | % | 5.82 | % | 6.20 | % | 6.51 | % | 8.30 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
39
The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, except per share data) | 2022 | 2021 | ||||||||||
| Tangible common book value: | ||||||||||||
| Shareholders' common equity | $ | 4,884,876 | $ | 3,012,018 | ||||||||
| Deduct: Goodwill and intangible assets | 2,125,121 | 1,071,672 | ||||||||||
| Tangible shareholders' common equity (1) | $ | 2,759,755 | $ | 1,940,346 | ||||||||
| Period end common shares | 292,903 | 165,838 | ||||||||||
| Tangible common book value (1) | 9.42 | 11.70 | ||||||||||
| Return on tangible common equity: | ||||||||||||
| Net income (loss) applicable to common shares | $ | 414,169 | $ | 277,538 | ||||||||
| Add: Intangible amortization (net of tax) (2) | 19,718 | 8,502 | ||||||||||
| Tangible net income (loss) (1) | $ | 433,887 | $ | 286,040 | ||||||||
| Tangible shareholders' common equity (1) (see above) | $ | 2,759,755 | $ | 1,940,346 | ||||||||
| Return on tangible common equity (1) | 15.72 | % | 14.74 | % | ||||||||
| Return on average tangible common equity: | ||||||||||||
| Tangible net income (loss) (1) (see above) | $ | 433,887 | $ | 286,040 | ||||||||
| Average shareholders' common equity | $ | 4,644,971 | $ | 2,997,520 | ||||||||
| Deduct: Average goodwill and intangible assets | 1,989,466 | 1,077,065 | ||||||||||
| Average tangible shareholders' common equity (1) | $ | 2,655,505 | $ | 1,920,455 | ||||||||
| Return on average tangible common equity (1) | 16.34 | % | 14.89 | % | ||||||||
| Net interest margin: | ||||||||||||
| Net interest income | $ | 1,327,936 | $ | 596,400 | ||||||||
| Taxable equivalent adjustment | 18,414 | 13,913 | ||||||||||
| Net interest income - taxable equivalent basis (1) | $ | 1,346,350 | $ | 610,313 | ||||||||
| Average earning assets | $ | 38,751,786 | $ | 21,152,209 | ||||||||
| Net interest margin (1) | 3.47 | % | 2.89 | % | ||||||||
| Efficiency ratio: | ||||||||||||
| Noninterest expense | $ | 1,038,183 | $ | 501,379 | ||||||||
| Deduct: Intangible amortization expense | 25,857 | 11,336 | ||||||||||
| Adjusted noninterest expense (1) | $ | 1,012,326 | $ | 490,043 | ||||||||
| Net interest income - taxable equivalent basis (1) (see above) | $ | 1,346,350 | $ | 610,313 | ||||||||
| Noninterest income | 399,779 | 214,219 | ||||||||||
| Deduct: Debt securities gains (losses), net | (88) | 4,327 | ||||||||||
| Adjusted total revenue (1) | $ | 1,746,217 | $ | 820,205 | ||||||||
| Efficiency ratio | 57.97 | % | 59.75 | % | ||||||||
| Tangible common equity to tangible assets: | ||||||||||||
| Tangible shareholders' equity (1) (see above) | $ | 2,759,755 | $ | 1,940,346 | ||||||||
| Assets | $ | 46,763,372 | $ | 24,453,564 | ||||||||
| Deduct: Goodwill and intangible assets | 2,125,121 | 1,071,672 | ||||||||||
| Tangible assets (1) | $ | 44,638,251 | $ | 23,381,892 | ||||||||
| Tangible common equity to tangible assets (1) | 6.18 | % | 8.30 | % |
(1)Represents a non-GAAP financial measure.
(2)Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).
40
RESULTS OF OPERATIONS
The following table sets forth certain income statement information of Old National:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2022 | 2021 | 2020 | |||||
| Income Statement Summary: | ||||||||
| Net interest income | $ | 1,327,936 | $ | 596,400 | $ | 596,094 | ||
| Provision for credit losses | 144,799 | (29,622) | 42,879 | |||||
| Noninterest income | 399,779 | 214,219 | 239,274 | |||||
| Noninterest expense | 1,038,183 | 501,379 | 536,933 | |||||
| Net income applicable to common shareholders | 414,169 | 277,538 | 226,409 | |||||
| Net income per common share - diluted | 1.50 | 1.67 | 1.36 | |||||
| Other Data: | ||||||||
| Return on average common equity | 8.92 | % | 9.26 | % | 7.87 | % | ||
| Return on tangible common equity (1) | 15.72 | % | 14.74 | % | 12.54 | % | ||
| Return on average tangible common equity (1) | 16.34 | % | 14.89 | % | 13.27 | % | ||
| Efficiency ratio (1) | 57.97 | % | 59.75 | % | 62.38 | % | ||
| Efficiency ratio (prior presentation) (2) | N/A | 59.65 | % | 62.91 | % | |||
| Tier 1 leverage ratio | 8.52 | % | 8.59 | % | 8.20 | % | ||
| Net charge-offs (recoveries) to average loans | 0.06 | % | (0.03) | % | 0.02 | % |
(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(2) Presented as calculated prior to December 31, 2022, which included the provision for unfunded loan commitments in noninterest expense. Management believes that removing the provision for unfunded loan commitments from this metric enhances comparability for peer comparison purposes.
Comparison of Fiscal Years 2022 and 2021
Net Interest Income
Net interest income is the most significant component of our earnings, comprising 77% of 2022 revenues. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities.
Interest rates increased significantly during 2022. The Federal Reserve’s Federal Funds range is currently in a target range of 4.25% to 4.50%, with the Effective Federal Funds Rate at 4.33% at December 31, 2022. The Federal Reserve is expected to continue to increase the Federal Funds Rate into 2023. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this Item 7 titled “Market Risk” for additional information regarding this risk.
Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.
Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the federal statutory tax rate in effect of 21% for all periods. This analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis. Therefore, management believes these measures provide useful information for both management and investors by allowing them to make better peer comparisons.
41
The following table presents a three-year average balance sheet and for each major asset and liability category, its related interest income and yield, or its expense and rate for the years ended December 31.
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Taxable equivalent basis, dollars in thousands) | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | Average Balance | Income (1)/Expense | Yield/ Rate | |||||||||||||||||
| Earning Assets | ||||||||||||||||||||||||||
| Money market and other interest- earning investments | $ | 812,296 | $ | 2,814 | 0.35 | % | $ | 450,158 | $ | 589 | 0.13 | % | $ | 174,494 | $ | 568 | 0.33 | % | ||||||||
| Investment securities: | ||||||||||||||||||||||||||
| Treasury and government- sponsored agencies | 2,290,229 | 47,932 | 2.09 | 1,573,855 | 24,209 | 1.54 | 547,054 | 12,124 | 2.22 | |||||||||||||||||
| Mortgage-backed securities | 5,562,442 | 129,411 | 2.33 | 3,356,950 | 60,479 | 1.80 | 3,246,520 | 70,611 | 2.17 | |||||||||||||||||
| States and political subdivisions | 1,805,433 | 57,688 | 3.20 | 1,548,939 | 50,115 | 3.24 | 1,347,490 | 47,034 | 3.49 | |||||||||||||||||
| Other securities | 687,926 | 24,133 | 3.51 | 443,606 | 10,680 | 2.41 | 485,430 | 11,990 | 2.47 | |||||||||||||||||
| Total investment securities | 10,346,030 | 259,164 | 2.50 | 6,923,350 | 145,483 | 2.10 | 5,626,494 | 141,759 | 2.52 | |||||||||||||||||
| Loans: (2) | ||||||||||||||||||||||||||
| Commercial | 8,252,237 | 397,228 | 4.81 | 3,763,099 | 138,063 | 3.67 | 3,843,089 | 140,473 | 3.66 | |||||||||||||||||
| Commercial real estate | 11,147,967 | 489,499 | 4.39 | 6,168,146 | 228,568 | 3.71 | 5,477,562 | 234,670 | 4.28 | |||||||||||||||||
| Residential real estate loans | 5,622,901 | 201,637 | 3.59 | 2,269,989 | 83,578 | 3.68 | 2,352,444 | 94,202 | 4.00 | |||||||||||||||||
| Consumer | 2,570,355 | 122,274 | 4.76 | 1,577,467 | 56,281 | 3.57 | 1,684,598 | 65,222 | 3.87 | |||||||||||||||||
| Total loans | 27,593,460 | 1,210,638 | 4.39 | 13,778,701 | 506,490 | 3.68 | 13,357,693 | 534,567 | 4.00 | |||||||||||||||||
| Total earning assets | 38,751,786 | $ | 1,472,616 | 3.80 | % | 21,152,209 | $ | 652,562 | 3.09 | % | 19,158,681 | $ | 676,894 | 3.53 | % | |||||||||||
| Less: Allowance for credit losses on loans | (261,534) | (117,436) | (115,321) | |||||||||||||||||||||||
| Non-Earning Assets | ||||||||||||||||||||||||||
| Cash and due from banks | 355,391 | 256,860 | 327,053 | |||||||||||||||||||||||
| Other assets | 4,404,057 | 2,492,054 | 2,414,602 | |||||||||||||||||||||||
| Total assets | $ | 43,249,700 | $ | 23,783,687 | $ | 21,785,015 | ||||||||||||||||||||
| Interest-Bearing Liabilities | ||||||||||||||||||||||||||
| Checking and NOW accounts | $ | 8,104,844 | $ | 21,321 | 0.26 | % | $ | 4,974,477 | $ | 2,080 | 0.04 | % | $ | 4,465,120 | $ | 5,450 | 0.12 | % | ||||||||
| Savings accounts | 6,342,697 | 3,367 | 0.05 | 3,648,019 | 2,003 | 0.05 | 3,113,435 | 3,156 | 0.10 | |||||||||||||||||
| Money market accounts | 4,961,159 | 11,882 | 0.24 | 2,092,661 | 1,756 | 0.08 | 1,866,197 | 4,585 | 0.25 | |||||||||||||||||
| Time deposits | 2,358,731 | 12,523 | 0.53 | 1,020,359 | 5,115 | 0.50 | 1,421,216 | 14,978 | 1.05 | |||||||||||||||||
| Total interest-bearing deposits | 21,767,431 | 49,093 | 0.23 | 11,735,516 | 10,954 | 0.09 | 10,865,968 | 28,169 | 0.26 | |||||||||||||||||
| Federal funds purchased and interbank borrowings | 151,243 | 5,021 | 3.32 | 1,113 | — | — | 138,257 | 1,296 | 0.94 | |||||||||||||||||
| Securities sold under agreements to repurchase | 440,619 | 843 | 0.19 | 392,777 | 397 | 0.10 | 375,961 | 854 | 0.23 | |||||||||||||||||
| FHLB advances | 2,986,006 | 51,524 | 1.73 | 1,902,407 | 21,075 | 1.11 | 2,055,155 | 27,274 | 1.33 | |||||||||||||||||
| Other borrowings | 619,659 | 19,785 | 3.19 | 269,484 | 9,823 | 3.65 | 242,642 | 9,621 | 3.96 | |||||||||||||||||
| Total borrowed funds | 4,197,527 | 77,173 | 1.84 | 2,565,781 | 31,295 | 1.22 | 2,812,015 | 39,045 | 1.39 | |||||||||||||||||
| Total interest-bearing liabilities | $ | 25,964,958 | $ | 126,266 | 0.49 | % | $ | 14,301,297 | $ | 42,249 | 0.30 | % | $ | 13,677,983 | $ | 67,214 | 0.49 | % | ||||||||
| Noninterest-Bearing Liabilities and Shareholders' Equity | ||||||||||||||||||||||||||
| Demand deposits | 11,750,306 | 6,163,937 | 4,945,506 | |||||||||||||||||||||||
| Other liabilities | 676,940 | 320,933 | 286,066 | |||||||||||||||||||||||
| Shareholders' equity | 4,857,496 | 2,997,520 | 2,875,460 | |||||||||||||||||||||||
| Total liabilities and shareholders' equity | $ | 43,249,700 | $ | 23,783,687 | $ | 21,785,015 | ||||||||||||||||||||
| Net interest income - taxable equivalent basis | $ | 1,346,350 | 3.47 | % | $ | 610,313 | 2.89 | % | $ | 609,680 | 3.18 | % | ||||||||||||||
| Taxable equivalent adjustment | (18,414) | (13,913) | (13,586) | |||||||||||||||||||||||
| Net interest income (GAAP) | $ | 1,327,936 | 3.43 | % | $ | 596,400 | 2.82 | % | $ | 596,094 | 3.11 | % |
(1)Interest income is reflected on a fully taxable equivalent basis.
(2)Includes loans held for sale.
42
The following table presents fluctuations in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid for the years ended December 31.
| From 2021 to 2022 | From 2020 to 2021 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Attributed to | Total | Attributed to | |||||||||||||||
| (dollars in thousands) | Change (1) | Volume | Rate | Change (1) | Volume | Rate | ||||||||||||
| Interest Income | ||||||||||||||||||
| Money market and other interest-earning investments | $ | 2,225 | $ | 865 | $ | 1,360 | $ | 21 | $ | 628 | $ | (607) | ||||||
| Investment securities (2) | 113,681 | 78,830 | 34,851 | 3,724 | 29,963 | (26,239) | ||||||||||||
| Loans (2) | 704,148 | 556,963 | 147,185 | (28,077) | 16,163 | (44,240) | ||||||||||||
| Total interest income | 820,054 | 636,658 | 183,396 | (24,332) | 46,754 | (71,086) | ||||||||||||
| Interest Expense | ||||||||||||||||||
| Checking and NOW deposits | 19,241 | 4,770 | 14,471 | (3,370) | 419 | (3,789) | ||||||||||||
| Savings deposits | 1,364 | 1,299 | 65 | (1,153) | 417 | (1,570) | ||||||||||||
| Money market deposits | 10,126 | 4,644 | 5,482 | (2,829) | 371 | (3,200) | ||||||||||||
| Time deposits | 7,408 | 6,897 | 511 | (9,863) | (3,127) | (6,736) | ||||||||||||
| Federal funds purchased and interbank borrowings | 5,021 | 2,492 | 2,529 | (1,296) | (640) | (656) | ||||||||||||
| Securities sold under agreements to repurchase | 446 | 70 | 376 | (457) | 27 | (484) | ||||||||||||
| Federal Home Loan Bank advances | 30,449 | 15,351 | 15,098 | (6,199) | (1,859) | (4,340) | ||||||||||||
| Other borrowings | 9,962 | 11,972 | (2,010) | 202 | 1,021 | (819) | ||||||||||||
| Total interest expense | 84,017 | 47,495 | 36,522 | (24,965) | (3,371) | (21,594) | ||||||||||||
| Net interest income | $ | 736,037 | $ | 589,163 | $ | 146,874 | $ | 633 | $ | 50,125 | $ | (49,492) |
(1) The variance not solely due to rate or volume is allocated equally between the rate and volume variance.
(2) Interest on investment securities and loans includes the effect of taxable equivalent adjustments of $11.5 million and $6.9 million, respectively, in 2022; $9.9 million and $4.0 million, respectively, in 2021; and $8.9 million and $4.7 million, respectively, in 2020; using the federal statutory tax rate in effect of 21%.
The increase in net interest income in 2022 when compared to 2021 was primarily due to higher average earning assets as a result of the merger, loan growth, higher rates, and higher accretion income. Partially offsetting these increases were higher average interest-bearing liabilities as a result of the merger, lower interest and fees related to PPP loans, and higher costs of average interest-bearing liabilities. Accretion income associated with acquired loans and borrowings totaled $86.4 million in 2022, compared to $16.7 million in 2021. Net interest income in 2022 included $6.9 million of interest and net fees on PPP loans, compared to $44.4 million in 2021. There were no unamortized fees on remaining PPP loans at December 31, 2022.
The increase in the net interest margin on a fully taxable equivalent basis in 2022 when compared to 2021 was primarily due to higher yields on interest earning assets, partially offset by higher costs of interest-bearing liabilities. The yield on average earning assets increased 71 basis points from 3.09% in 2021 to 3.80% in 2022 and the cost of interest-bearing liabilities increased 19 basis points from 0.30% in 2021 to 0.49% in 2022. Average earning assets increased by $17.6 billion, or 83%. The increase in average earning assets consisted of a $3.4 billion increase in investment securities, a $13.8 billion increase in loans, and a $362.1 million increase in money market and other interest-earning investments. Average interest-bearing liabilities increased $11.7 billion, or 82%. The increase in average interest-bearing liabilities consisted of an $10.0 billion increase in interest-bearing deposits, a $150.1 million increase in federal funds purchased and interbank borrowings, a $47.8 million increase in securities sold under agreements to repurchase, a $1.1 billion increase in FHLB advances, and a $350.2 million increase in other borrowings. Average noninterest-bearing deposits increased by $5.6 billion.
The increase in average earning assets in 2022 compared to 2021 was primarily due to the merger with First Midwest and strong loan growth. The loan portfolio, including loans held for sale, which generally has an average yield higher than the investment portfolio, was 71% of average interest earning assets in 2022, compared to 65% in 2021.
Average loans including loans held for sale increased $13.8 billion in 2022 compared to 2021 primarily due to the First Midwest merger and strong organic loan growth.
Average investments increased $3.4 billion in 2022 compared to 2021 reflecting the First Midwest merger.
43
Average non-interest-bearing deposits increased $5.6 billion in 2022 compared to 2021 primarily due to the First Midwest merger. Average interest-bearing deposits increased $10.0 billion in 2022 compared to 2021 driven by the First Midwest merger.
Average borrowed funds increased $1.6 billion in 2022 compared to 2021 primarily due to the First Midwest merger.
Provision for Credit Losses
Old National recorded a provision for credit losses of $144.8 million in 2022, compared to a recapture of $29.6 million in 2021. Net charge-offs totaled $16.1 million in 2022, which included $11.2 million of net charge-offs on PCD loans, compared to net recoveries of $4.8 million in 2021. The provision for credit losses on loans in 2022 included $96.3 million to establish an allowance for credit losses on non-PCD loans acquired in the First Midwest merger. Provision for credit losses on unfunded loan commitments totaled $21.3 million in 2022, including $11.0 million for unfunded loan commitments acquired in the First Midwest merger. Recapture of credit losses on unfunded loan commitments totaled $0.8 million in 2021. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. For additional information about non-performing loans, charge-offs, and additional items impacting the provision, refer to the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Noninterest Income
We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. This source of revenue as a percentage of total revenue was 23% in 2022 compared to 26% in 2021.
The following table details the components of noninterest income:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | 2020 | 2022 | 2021 | |||||||||
| Wealth management fees | $ | 69,102 | $ | 40,409 | $ | 36,806 | 71.0 | % | 9.8 | % | ||||
| Service charges on deposit accounts | 72,501 | 31,658 | 32,557 | 129.0 | (2.8) | |||||||||
| Debit card and ATM fees | 40,227 | 23,766 | 22,702 | 69.3 | 4.7 | |||||||||
| Mortgage banking revenue | 23,015 | 42,558 | 62,775 | (45.9) | (32.2) | |||||||||
| Investment product fees | 31,749 | 24,639 | 21,614 | 28.9 | 14.0 | |||||||||
| Capital markets income | 25,986 | 21,997 | 22,480 | 18.1 | (2.1) | |||||||||
| Company-owned life insurance | 14,564 | 10,589 | 12,031 | 37.5 | (12.0) | |||||||||
| Debt securities gains (losses), net | (88) | 4,327 | 10,767 | (102.0) | (59.8) | |||||||||
| Gain on sale of health savings accounts | 90,673 | — | — | N/A | N/A | |||||||||
| Other income | 32,050 | 14,276 | 17,542 | 124.5 | (18.6) | |||||||||
| Total noninterest income | $ | 399,779 | $ | 214,219 | $ | 239,274 | 86.6 | % | (10.5) | % | ||||
| Noninterest income to total revenue (1) | 22.9 | % | 26.0 | % | 28.2 | % |
(1)Total revenue includes the effect of a taxable equivalent adjustment of $18.4 million in 2022, $13.9 million in 2021, and $13.6 million in 2020.
The increase in noninterest income in 2022 compared to 2021 was primarily due to the First Midwest merger in February of 2022 and a $90.7 million gain on the sale of health savings accounts in the fourth quarter of 2022. The increase in noninterest income was partially offset by lower mortgage banking revenue, which was impacted by the higher rate environment, and, accordingly, lower production and gain on sale margins. In addition, wealth management fees were negatively impacted by current market conditions.
44
On November 18, 2022, Old National completed its previously announced transaction with UMB, pursuant to which UMB acquired Old National’s business of acting as a qualified custodian for, and administering, health savings accounts. Old National served as custodian for health savings accounts comprised of both investment accounts and deposit accounts. At closing, the health savings accounts held in deposit accounts that were transferred totaled approximately $382 million and the transaction resulted in a $90.7 million pre-tax gain.
Noninterest Expense
The following table details the components of noninterest expense:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | 2020 | 2022 | 2021 | |||||||||
| Salaries and employee benefits | $ | 575,626 | $ | 284,098 | $ | 293,590 | 102.6 | % | (3.2) | % | ||||
| Occupancy | 100,421 | 54,834 | 55,316 | 83.1 | (0.9) | |||||||||
| Equipment | 27,637 | 16,704 | 16,690 | 65.5 | 0.1 | |||||||||
| Marketing | 32,264 | 12,684 | 10,874 | 154.4 | 16.6 | |||||||||
| Data processing | 84,865 | 47,047 | 41,086 | 80.4 | 14.5 | |||||||||
| Communication | 18,846 | 10,073 | 9,731 | 87.1 | 3.5 | |||||||||
| Professional fees | 39,046 | 20,077 | 15,755 | 94.5 | 27.4 | |||||||||
| FDIC assessment | 19,332 | 6,059 | 6,722 | 219.1 | (9.9) | |||||||||
| Amortization of intangibles | 25,857 | 11,336 | 14,091 | 128.1 | (19.6) | |||||||||
| Amortization of tax credit investments | 10,961 | 6,770 | 18,788 | 61.9 | (64.0) | |||||||||
| Property optimization | 26,818 | — | 27,050 | N/A | (100.0) | |||||||||
| Other expense | 76,510 | 31,697 | 27,240 | 141.4 | 16.4 | |||||||||
| Total noninterest expense | $ | 1,038,183 | $ | 501,379 | $ | 536,933 | 107.1 | % | (6.6) | % |
Noninterest expense increased $536.8 million in 2022 compared to 2021 reflective of the additional operating costs associated with the First Midwest merger, as well as $120.9 million of merger-related expenses and $26.8 million for property optimization. In addition, higher incentive accruals resulting from strong performance contributed to the increase. Noninterest expense for 2021 included $14.6 million of merger-related expenses.
During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the closure and consolidation of certain branches as well as other real estate repositioning across our footprint. These actions resulted in expenses totaling $26.8 million that are associated with valuation adjustments related to these locations.
Amortization of tax credit investments increased $4.2 million in 2022 compared to 2021. The recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period. Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date. See Note 9 to the consolidated financial statements for additional information on our tax credit investments.
Provision for Income Taxes
We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 21.4% in 2022 compared to 18.1% in 2021. The higher effective tax rate in 2022 compared to 2021 reflected the increase in pre-tax book income and higher post-merger estimated state effective tax rates. An increase in non-deductible officer compensation also contributed to the higher tax rate, the majority of which was merger related. See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision.
45
Comparison of Fiscal Years 2021 and 2020
In 2021, we generated net income applicable to common shareholders of $277.5 million and diluted net income per common share of $1.67 compared to $226.4 million and diluted net income per common share of $1.36, respectively, in 2020. The 2021 earnings included a $0.3 million increase in net interest income, a $35.6 million decrease in noninterest expense, and a $72.5 million decrease in provision for credit losses. These favorable variances in net income applicable to common shareholders were partially offset by $25.1 million decrease in noninterest income and a $32.2 million increase in income tax expense. High commercial loan production and mortgage production, consistently strong credit quality metrics, and low cost of total deposits all contributed to favorable 2021 performance when compared to 2020.
Net interest income increased slightly to $596.4 million in 2021, compared to $596.1 million in 2020. Taxable equivalent net interest income was $610.3 million in 2021, compared to $609.7 million in 2020. Average earning assets increased by $2.0 billion in 2021 and the yield on average earning assets decreased 44 basis points from 3.53% in 2020 to 3.09% in 2021.
The provision for credit losses was a recapture of $29.6 million in 2021, compared to an expense of $42.9 million in 2020. Charge-offs remained low during 2021 and we continued to see positive trends in credit quality.
Noninterest income decreased $25.1 million in 2021 compared to 2020 reflecting lower mortgage banking revenue and lower debt securities gains.
Noninterest expense decreased $35.6 million in 2021 compared to 2020 reflecting higher charges related to the ONB Way strategic initiative in 2020 and lower amortization of tax credit investments in 2021.
The provision for income taxes was $61.3 million in 2021 compared to $29.1 million in 2020. Old National’s effective tax rate was 18.1% in 2021 compared to 11.4% in 2020. The higher effective tax rate in 2021 compared to 2020 was primarily the result of an increase in pre-tax book income and lower federal tax credits available.
FINANCIAL CONDITION
Overview
At December 31, 2022, our assets were $46.8 billion, a $22.3 billion increase compared to $24.5 billion at December 31, 2021. The increase was driven primarily by the merger with First Midwest in February of 2022, as well as organic loan growth.
Earning Assets
Our earning assets are comprised of investment securities, portfolio loans, loans held for sale, money market investments, interest earning accounts with the Federal Reserve, and equity securities. Earning assets were $41.6 billion at December 31, 2022, an increase of $19.8 billion compared to earning assets of $21.9 billion at December 31, 2021.
Investment Securities
We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity if needed, based on fluctuating interest rates or changes in our funding requirements. During 2022, we transferred $3.0 billion of securities available-for-sale to held-to-maturity due to rising interest rates and related effects on the value of our investment securities.
Equity securities are recorded at fair value and totaled $52.5 million at December 31, 2022 compared to $13.2 million at December 31, 2021. The increase in equity securities was driven by the merger with First Midwest.
At December 31, 2022, the investment securities portfolio, including equity securities, was $10.2 billion compared to $7.6 billion at December 31, 2021, an increase of $2.7 billion driven primarily by the merger with First Midwest. Investment securities represented 25% of earning assets at December 31, 2022, compared to 35% at December 31, 2021. This decrease was driven by the First Midwest merger and stronger loan demand in 2022. As of December 31, 2022, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.
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The investment securities available-for-sale portfolio had net unrealized losses of $844.4 million at December 31, 2022, compared to net unrealized losses of $6.0 million at December 31, 2021. The investment securities held-to-maturity portfolio had net unrealized losses of $445.5 million at December 31, 2022. Net unrealized losses increased from December 31, 2021 to December 31, 2022 primarily due to an increase in rates impacting market values for mortgage-backed, U.S. government-sponsored entities and agencies, and tax exempt municipal securities.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.57 at December 31, 2022, compared to 4.26 at December 31, 2021. The total investment securities portfolio had an effective duration of 6.45 at December 31, 2022. Effective duration represents the percentage change in the fair value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The weighted average yields on investment securities, on a taxable equivalent basis, were 2.50% in 2022 and 2.10% in 2021.
Loan Portfolio
We lend primarily to consumers and small to medium-sized commercial and commercial real estate clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the Midwest region.
The following table presents the composition of the loan portfolio at December 31.
| (dollars in thousands) | 2022 | 2021 | |||
|---|---|---|---|---|---|
| Commercial | $ | 9,508,904 | $ | 3,391,769 | |
| Commercial real estate | 12,457,070 | 6,380,674 | |||
| Consumer | 2,697,226 | 1,574,114 | |||
| Total loans excluding residential real estate | 24,663,200 | 11,346,557 | |||
| Residential real estate | 6,460,441 | 2,255,289 | |||
| Total loans | 31,123,641 | 13,601,846 | |||
| Less: Allowance for credit losses on loans | 303,671 | 107,341 | |||
| Net loans | $ | 30,819,970 | $ | 13,494,505 |
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The following table presents the maturity distribution and rate sensitivity of loans at December 31, 2022 and an analysis of these loans that have fixed and floating interest rates.
| (dollars in thousands) | Within 1 Year | After 1 - 5 Years | After 5 - 15 Years | After 15 Years | Total | % of Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 224,963 | $ | 1,662,958 | $ | 1,022,213 | $ | 93,895 | $ | 3,004,029 | 32 | % | |||||
| Floating | 1,512,295 | 3,363,694 | 1,539,509 | 89,377 | 6,504,875 | 68 | |||||||||||
| Total | $ | 1,737,258 | $ | 5,026,652 | $ | 2,561,722 | $ | 183,272 | $ | 9,508,904 | 100 | % | |||||
| Commercial Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 426,478 | $ | 3,068,434 | $ | 1,147,547 | $ | 44,599 | $ | 4,687,058 | 38 | % | |||||
| Floating | 917,318 | 4,604,668 | 2,129,048 | 118,978 | 7,770,012 | 62 | |||||||||||
| Total | $ | 1,343,796 | $ | 7,673,102 | $ | 3,276,595 | $ | 163,577 | $ | 12,457,070 | 100 | % | |||||
| Residential Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 6,523 | $ | 61,713 | $ | 2,327,968 | $ | 2,833,756 | $ | 5,229,960 | 81 | % | |||||
| Floating | 70 | 1,232 | 33,054 | 1,196,125 | 1,230,481 | 19 | |||||||||||
| Total | $ | 6,593 | $ | 62,945 | $ | 2,361,022 | $ | 4,029,881 | $ | 6,460,441 | 100 | % | |||||
| Consumer | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Fixed | $ | 36,099 | $ | 940,836 | $ | 679,161 | $ | 19,006 | $ | 1,675,102 | 62 | % | |||||
| Floating | 52,403 | 160,551 | 147,075 | 662,095 | 1,022,124 | 38 | |||||||||||
| Total | $ | 88,502 | $ | 1,101,387 | $ | 826,236 | $ | 681,101 | $ | 2,697,226 | 100 | % |
Commercial and Commercial Real Estate Loans
Commercial and commercial real estate loans are the largest classifications within earning assets, representing 53% at December 31, 2022, compared to 45% at December 31, 2021. At December 31, 2022, commercial and commercial real estate loans were $22.0 billion, an increase of $12.2 billion compared to December 31, 2021 driven by the merger with First Midwest and strong loan production in 2022.
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The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size at December 31.
| 2022 | 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure | Nonaccrual | Outstanding | Exposure | Nonaccrual | |||||||||||
| By Industry: | |||||||||||||||||
| Manufacturing | $ | 1,757,907 | $ | 2,803,883 | $ | 2,464 | $ | 612,873 | $ | 1,152,774 | $ | 6,689 | |||||
| Health care and social assistance | 1,588,392 | 2,043,105 | 11,806 | 376,664 | 550,400 | 444 | |||||||||||
| Wholesale trade | 857,400 | 1,552,985 | 2,895 | 240,618 | 438,357 | 1,598 | |||||||||||
| Real estate rental and leasing | 642,511 | 962,549 | 1,135 | 204,612 | 347,991 | 504 | |||||||||||
| Construction | 556,913 | 1,307,582 | 1,517 | 310,649 | 744,610 | 1,429 | |||||||||||
| Professional, scientific, and technical services | 507,940 | 832,407 | 4,735 | 141,364 | 279,185 | 937 | |||||||||||
| Finance and insurance | 484,532 | 858,391 | 17 | 162,920 | 232,847 | 44 | |||||||||||
| Transportation and warehousing | 422,643 | 633,267 | 3,496 | 134,072 | 243,086 | 1,594 | |||||||||||
| Accommodation and food services | 399,915 | 512,025 | 596 | 78,689 | 108,724 | 2,399 | |||||||||||
| Retail trade | 332,367 | 538,135 | 7,386 | 131,303 | 289,478 | 945 | |||||||||||
| Administrative and support and waste management and remediation services | 315,785 | 446,655 | 13,860 | 86,307 | 149,417 | — | |||||||||||
| Agriculture, forestry, fishing, and hunting | 261,355 | 382,376 | 996 | 114,699 | 164,364 | 1,521 | |||||||||||
| Public administration | 231,453 | 325,834 | 846 | 247,770 | 357,310 | — | |||||||||||
| Educational services | 210,850 | 378,955 | 3,750 | 216,384 | 295,065 | — | |||||||||||
| Other services | 194,998 | 356,743 | 2,656 | 121,577 | 260,413 | 2,542 | |||||||||||
| Other | 743,943 | 1,122,409 | 739 | 211,268 | 388,110 | 4,003 | |||||||||||
| Total | $ | 9,508,904 | $ | 15,057,301 | $ | 58,894 | $ | 3,391,769 | $ | 6,002,131 | $ | 24,649 | |||||
| By Loan Size: | |||||||||||||||||
| Less than $200,000 | 3 | % | 3 | % | 3 | % | 8 | % | 6 | % | 7 | % | |||||
| $200,000 to $1,000,000 | 11 | 11 | 20 | 18 | 16 | 42 | |||||||||||
| $1,000,000 to $5,000,000 | 25 | 26 | 36 | 31 | 29 | 51 | |||||||||||
| $5,000,000 to $10,000,000 | 15 | 15 | 24 | 15 | 16 | — | |||||||||||
| $10,000,000 to $25,000,000 | 31 | 27 | 17 | 18 | 18 | — | |||||||||||
| Greater than $25,000,000 | 15 | 18 | — | 10 | 15 | — | |||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
The following table provides detail on commercial real estate loans classified by property type at December 31.
| 2022 | 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | % | Outstanding | % | |||||||||
| By Property Type: | |||||||||||||
| Multifamily | $ | 4,188,137 | 34 | % | $ | 1,995,803 | 31 | % | |||||
| Warehouse / Industrial | 1,976,804 | 16 | 851,956 | 14 | |||||||||
| Office | 1,813,007 | 15 | 1,018,973 | 16 | |||||||||
| Retail | 1,808,041 | 14 | 1,037,034 | 16 | |||||||||
| Commercial development | 660,798 | 5 | 114,113 | 2 | |||||||||
| Single family | 515,390 | 4 | 333,221 | 5 | |||||||||
| Other (1) | 1,494,893 | 12 | 1,029,574 | 16 | |||||||||
| Total | $ | 12,457,070 | 100 | % | $ | 6,380,674 | 100 | % |
(1) Other includes agriculture real estate, hotels, self-storage, senior housing, land development, religion, and mixed-use properties.
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Residential Real Estate Loans
Residential real estate loans held in our portfolio increased $4.2 billion to $6.5 billion at December 31, 2022, compared to December 31, 2021, driven by the merger with First Midwest and organic loan growth. Future increases in interest rates could result in a decline in the level of refinancings and new originations of residential real estate loans.
Consumer Loans
Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $1.1 billion to $2.7 billion at December 31, 2022 compared to December 31, 2021, driven by the merger with First Midwest and loan growth.
Allowance for Credit Losses on Loans and Unfunded Loan Commitments
At December 31, 2022, the allowance for credit losses on loans was $303.7 million, compared to $107.3 million at December 31, 2021. The increase in the allowance for credit losses on loans reflected $89.1 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the First Midwest merger date. In addition, the provision for credit losses expense in 2022 included $96.3 million to establish an allowance for credit losses on non-PCD loans acquired in the First Midwest merger. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $32.2 million at December 31, 2022, compared to $10.9 million at December 31, 2021. The increase in the allowance for credit losses on unfunded loan commitments was driven by the merger with First Midwest as well as organic loan growth.
Additional information about our Allowance for Credit Losses is included in the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 4 to the consolidated financial statements.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets at December 31, 2022 totaled $2.1 billion, an increase of $1.1 billion compared to December 31, 2021 as a result of goodwill and other intangible assets recorded with the First Midwest merger.
Other Assets
Other assets increased $770.2 million since December 31, 2021 primarily due to higher net deferred tax assets related to the market value adjustments of certain investment securities, higher derivative assets, and deferred tax and other assets related to the First Midwest merger.
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Funding
The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings at December 31:
| (dollars in thousands) | 2022 | 2021 | $ Change | % Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deposits: | ||||||||||||
| Noninterest-bearing demand | $ | 11,930,798 | $ | 6,303,106 | $ | 5,627,692 | 89 | % | ||||
| Interest-bearing: | ||||||||||||
| Checking and NOW | 8,340,955 | 5,338,022 | 3,002,933 | 56 | % | |||||||
| Savings | 6,326,158 | 3,798,494 | 2,527,664 | 67 | % | |||||||
| Money market | 5,389,139 | 2,169,160 | 3,219,979 | 148 | % | |||||||
| Time deposits | 3,013,780 | 960,413 | 2,053,367 | 214 | % | |||||||
| Total deposits | 35,000,830 | 18,569,195 | 16,431,635 | 88 | % | |||||||
| Wholesale borrowings: | ||||||||||||
| Federal funds purchased and interbank borrowings | 581,489 | 276 | 581,213 | N/M | ||||||||
| Securities sold under agreements to repurchase | 432,804 | 392,275 | 40,529 | 10 | % | |||||||
| Federal Home Loan Bank advances | 3,829,018 | 1,886,019 | 1,942,999 | 103 | % | |||||||
| Other borrowings | 743,003 | 296,670 | 446,333 | 150 | % | |||||||
| Total wholesale borrowings | 5,586,314 | 2,575,240 | 3,011,074 | 117 | % | |||||||
| Total funding | $ | 40,587,144 | $ | 21,144,435 | $ | 19,442,709 | 92 | % |
The increase in total funding was driven by the merger with First Midwest as well as loan growth. We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 14% at December 31, 2022, compared to 12% at December 31, 2021. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.
At December 31, 2022, time deposits in excess of the FDIC insurance limit and estimated time deposits that are otherwise uninsured by maturity were as follows:
| (dollars in thousands) | Individual Instruments in Denominations that Meet or Exceed the FDIC Insurance Limit | Estimated Aggregate Time Deposits that Meet or Exceed the FDIC Insurance Limit and Otherwise Uninsured Time Deposits | |||
|---|---|---|---|---|---|
| Three months or less | $ | 111,066 | $ | 421,570 | |
| Over three through six months | 161,748 | 181,430 | |||
| Over six through 12 months | 372,961 | 114,201 | |||
| Over 12 months | 147,611 | 314,808 | |||
| Total | $ | 793,386 | $ | 1,032,009 |
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities increased $614.8 million from December 31, 2021 primarily due to higher derivative liabilities and accrued expenses and other liabilities associated with the First Midwest merger.
Capital
Shareholders’ equity totaled $5.1 billion, or 11% of total assets, at December 31, 2022 and $3.0 billion, or 12% of total assets, at December 31, 2021. In relation to the merger of equals transaction with First Midwest, Old National issued 108,000 shares of Old National Series A Preferred Stock and 122,500 shares of Old National Series C Preferred Stock. Old National entered into two deposit agreements, each dated as of February 15, 2022, by and among Old National, Continental Stock Transfer & Trust Company, as depository, and the holders from time to time of the depositary receipts in connection with the issuance of the Old National Preferred Stock. Pursuant to the deposit agreements, Old National issued 4,320,000 depositary shares, each representing a 1/40th interest in a share of Old National Series A Preferred Stock, and 4,900,000 depositary shares, each representing a 1/40th interest in a
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share of Old National Series C Preferred Stock. The change in unrealized gains (losses) on available-for-sale investment securities decreased equity by $639.4 million during 2022. In addition, available-for-sale investment securities with a fair value of $3.0 billion were transferred from the available-for-sale portfolio to the held-to-maturity portfolio during 2022. The resulting unrealized holding loss, net of tax, is included in shareholders’ equity and totaled $112.7 million at December 31, 2022. Old National repurchased 3.5 million shares of Common Stock in 2022 under a stock repurchase plan that was approved by the Company’s Board of Directors, which reduced equity by $63.8 million. Old National paid cash dividends of $0.56 per common share in 2022, which reduced equity by $163.5 million. Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 57,134 shareholders of record at December 31, 2022.
Capital Adequacy
Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes Old National’s capital to ensure an optimized capital structure. Accordingly, such evaluations may result in Old National taking a capital action. For additional information on capital adequacy see Note 21 to the consolidated financial statements.
Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, regulatory, compliance, legal, and reputational risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.
RISK MANAGEMENT
Overview
Old National has adopted a Risk Appetite Statement to enable our Board of Directors, Executive Leadership Team, and Senior Management to better assess, understand, monitor, and mitigate Old National’s risks. The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, talent management, compliance and regulatory, legal, and reputational. Our Chief Risk Officer is independent of all other management and provides quarterly reports to the Board’s Enterprise Risk Committee. The following discussion addresses certain of these major risks including credit, market, liquidity, operational, compliance and regulatory, and legal. Discussion of strategic, talent management, and reputational risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K.
Credit Risk
Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.
Investment Activities
We carry a higher exposure to loss in our pooled trust preferred securities, which are collateralized debt obligations, due to illiquidity in that market and the performance of the underlying collateral. At December 31, 2022, we had pooled trust preferred securities with a fair value of $10.8 million, or less than 1% of the available-for-sale securities portfolio. These securities remained classified as available-for-sale and the unrealized loss on our pooled trust preferred securities was $3.0 million at December 31, 2022. The fair value of these securities is expected to improve as we get closer to maturity but may be adversely impacted by credit deterioration.
All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. See Note 3 to the consolidated financial statements for additional details about our investment security portfolio.
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Counterparty Exposure
Counterparty exposure is the risk that the other party in a financial transaction will not fulfill its obligation. We define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased, repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial services industry. Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service. Total credit exposure is monitored by counterparty and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was an asset of $108.9 million at December 31, 2022.
Lending Activities
Commercial
Commercial and industrial loans are made primarily for the purpose of financing equipment acquisition, expansion, working capital, and other general business purposes. Lease financing consists of direct financing leases and is used by commercial clients to finance capital purchases ranging from computer equipment to transportation equipment. The credit decisions for these transactions are based upon an assessment of the overall financial capacity of the applicant. A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved. In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.
Commercial mortgages and construction loans are offered to real estate investors, developers, and builders primarily domiciled in the geographic Midwest market areas we serve. These loans are secured by first mortgages on real estate at LTV margins deemed appropriate for the property type, quality, location, and sponsorship. Generally, these LTV ratios do not exceed 80%. The commercial properties are predominantly multi-family and non-residential properties such as retail centers, industrial properties as well as, to a lesser extent, more specialized properties. Substantially all of our commercial real estate loans are secured by properties located in our primary market area.
In the underwriting of our commercial real estate loans, we obtain appraisals for the underlying properties. Decisions to lend are based on the economic viability of the property and the creditworthiness of the borrower. In evaluating a proposed commercial real estate loan, we primarily emphasize the ratio of the property’s projected net cash flows to the loan’s debt service requirement. The debt service coverage ratio normally is not less than 120% and it is computed after deduction for a vacancy factor and property expenses as appropriate. In addition, a personal guarantee of the loan or a portion thereof is often required from the principal(s) of the borrower. In most cases, we require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and flood insurance, if appropriate, in order to protect our security interest in the underlying property. In addition, business interruption insurance or other insurance may be required.
Construction loans are underwritten against projected cash flows derived from rental income, business income from an owner-occupant, or the sale of the property to an end-user. We may mitigate the risks associated with these types of loans by requiring fixed-price construction contracts, performance and payment bonding, controlled disbursements, and pre-sale contracts or pre-lease agreements.
Consumer
We offer a variety of first mortgage and junior lien loans to consumers within our markets, with residential home mortgages comprising our largest consumer loan category. These loans are secured by a primary residence and are underwritten using traditional underwriting systems to assess the credit risks of the consumer. Decisions are primarily based on LTV ratios, DTI ratios, liquidity, and credit scores. A maximum LTV ratio of 90% is generally required, although higher levels are permitted with mortgage insurance or other mitigating factors. We offer fixed rate mortgages and variable rate mortgages with interest rates that are subject to change every year after the first, third, fifth, or seventh year, depending on the product and are based on indexed rates such as prime. We do not offer payment-option facilities, sub-prime loans, or any product with negative amortization.
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Home equity loans are secured primarily by second mortgages on residential property of the borrower. The underwriting terms for the home equity product generally permit borrowing availability, in the aggregate, up to 90% of the appraised value of the collateral property at the time of origination. We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation.
Automobile loans include loans and leases secured by new or used automobiles. We originate automobile loans and leases primarily on an indirect basis through selected dealerships. We require borrowers to maintain collision insurance on automobiles securing consumer loans, with us listed as loss payee. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity, including credit history and the ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount.
Asset Quality
Community-based lending personnel, along with region-based independent underwriting and analytic support staff, extend credit under guidelines established and administered by management and overseen by our Enterprise Risk Committee. This committee, which meets quarterly, is made up of independent outside directors. The committee monitors credit quality through its review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs. In addition, the committee provides oversight of loan policy changes as recommended by management to assure our policy remains appropriate for the current lending environment.
We lend to commercial and commercial real estate clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At December 31, 2022, our average commercial loan size was approximately $560,000 and our average commercial real estate loan size was approximately $1,200,000. In addition, while loans to lessors of residential and non-residential real estate exceed 10% of total loans, no individual sub-segment category within those broader categories reaches the 10% threshold. At December 31, 2022, we had minimal exposure to foreign borrowers and no sovereign debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the Midwest region.
On February 15, 2022, Old National closed on its merger of equals transaction with First Midwest. As of the closing date of the transaction, First Midwest loans totaled $14.3 billion. Old National reviewed the acquired loans and determined that as of December 31, 2022, $275.6 million met the definition of criticized and $429.1 million were considered classified (of which $132.8 million are reported with nonaccrual loans). These loans are included in our summary of under-performing, criticized, and classified assets table below.
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The following table presents a summary of under-performing, criticized, and classified assets at December 31:
| (dollars in thousands) | 2022 | 2021 | |||
|---|---|---|---|---|---|
| Total nonaccrual loans | $ | 238,178 | $ | 106,691 | |
| TDRs still accruing | 15,313 | 18,378 | |||
| Total past due loans (90 days or more and still accruing) | 2,650 | 7 | |||
| Foreclosed assets | 10,845 | 2,030 | |||
| Total under-performing assets | $ | 266,986 | $ | 127,106 | |
| Classified loans (includes nonaccrual, TDRs still accruing, past due 90 days, and other problem loans) | $ | 745,485 | $ | 269,270 | |
| Other classified assets (1) | 24,735 | 4,338 | |||
| Criticized loans | 636,069 | 235,910 | |||
| Total criticized and classified assets | $ | 1,406,289 | $ | 509,518 | |
| Asset Quality Ratios: | |||||
| Nonaccrual loans/total loans (2) | 0.77 | % | 0.78 | % | |
| Non-performing loans/total loans (2) (3) | 0.81 | 0.92 | |||
| Under-performing assets/total loans (2) | 0.86 | 0.93 | |||
| Under-performing assets/total assets | 0.57 | 0.52 | |||
| Allowance for credit losses on loans/under-performing assets | 113.74 | 84.45 | |||
| Allowance for credit losses on loans/nonaccrual loans | 127.50 | 100.61 |
(1)Includes investment securities that fell below investment grade rating.
(2)Loans exclude loans held for sale.
(3)Non-performing loans include nonaccrual loans and TDRs still accruing.
Under-performing assets increased to $267.0 million at December 31, 2022, compared to $127.1 million at December 31, 2021 primarily due to the First Midwest merger. Under-performing assets as a percentage of total loans at December 31, 2022 were 0.86%, a 7 basis point improvement from 0.93% at December 31, 2021.
Nonaccrual loans increased $131.5 million from December 31, 2021 to December 31, 2022 primarily due to the First Midwest merger. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 127.50% at December 31, 2022, compared to 100.61% at December 31, 2021.
If nonaccrual and renegotiated loans outstanding at December 31, 2022 and 2021, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $7.9 million in 2022 and $5.1 million in 2021 would have been recorded on these loans. The amount of interest income actually recorded on nonaccrual and renegotiated loans was $5.1 million in 2022 and $1.3 million in 2021.
Total criticized and classified assets were $1.4 billion at December 31, 2022, an increase of $896.8 million from December 31, 2021. Criticized and classified assets related to the First Midwest merger totaled $704.8 million at December 31, 2022. Other classified assets include investment securities that fell below investment grade rating totaling $24.7 million at December 31, 2022, compared to $4.3 million at December 31, 2021.
Old National may choose to restructure the contractual terms of certain loans. At December 31, 2022, TDRs totaled $39.3 million, $24.0 million of which were included within nonaccrual loans. At December 31, 2021, TDRs totaled $30.0 million, $11.7 million of which were included within nonaccrual loans.
Old National has established specific allowances for credit losses for clients whose loan terms have been modified as TDRs totaling $4.5 million at December 31, 2022 and $0.7 million at December 31, 2021. Old National had not committed to lend any additional funds to clients with outstanding loans that are classified as TDRs at December 31, 2022 or December 31, 2021.
See Note 4 to the consolidated financial statements for additional information on TDRs.
Allowance for Credit Losses on Loans and Unfunded Loan Commitments
Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected
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losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
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The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans. The allowance for credit losses on loans was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow:
| Statement Balance | Portfolio Segment Reclassifications | After Reclassifications | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | ||||||||||
| December 31, 2022 | ||||||||||
| Commercial | $ | 9,508,904 | $ | (210,280) | $ | 9,298,624 | ||||
| Commercial real estate | 12,457,070 | (158,322) | 12,298,748 | |||||||
| BBCC | N/A | 368,602 | 368,602 | |||||||
| Residential real estate | 6,460,441 | — | 6,460,441 | |||||||
| Consumer | 2,697,226 | (2,697,226) | N/A | |||||||
| Indirect | N/A | 1,034,257 | 1,034,257 | |||||||
| Direct | N/A | 629,186 | 629,186 | |||||||
| Home equity | N/A | 1,033,783 | 1,033,783 | |||||||
| Total | $ | 31,123,641 | $ | — | $ | 31,123,641 | ||||
| December 31, 2021 | ||||||||||
| Commercial | $ | 3,391,769 | $ | (191,557) | $ | 3,200,212 | ||||
| Commercial real estate | 6,380,674 | (159,190) | 6,221,484 | |||||||
| BBCC | N/A | 350,747 | 350,747 | |||||||
| Residential real estate | 2,255,289 | — | 2,255,289 | |||||||
| Consumer | 1,574,114 | (1,574,114) | N/A | |||||||
| Indirect | N/A | 873,139 | 873,139 | |||||||
| Direct | N/A | 140,385 | 140,385 | |||||||
| Home equity | N/A | 560,590 | 560,590 | |||||||
| Total | $ | 13,601,846 | $ | — | $ | 13,601,846 |
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The following table details activity in our allowance for credit losses on loans for the years ended December 31:
| (dollars in thousands) | 2022 | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Beginning allowance for credit losses on loans | $ | 107,341 | $ | 131,388 | $ | 54,619 | ||
| Allowance established for acquired PCD loans | 89,089 | — | — | |||||
| Impact of adopting ASC 326 | — | — | 41,347 | |||||
| Loans charged-off: | ||||||||
| Commercial | 6,885 | 1,228 | 5,593 | |||||
| Commercial real estate | 6,519 | 264 | 4,323 | |||||
| BBCC | 85 | 144 | 95 | |||||
| Residential real estate | 344 | 346 | 824 | |||||
| Indirect | 2,525 | 1,087 | 2,754 | |||||
| Direct | 10,799 | 1,159 | 1,763 | |||||
| Home equity | 124 | 82 | 201 | |||||
| Total charge-offs | 27,281 | 4,310 | 15,553 | |||||
| Recoveries on charged-off loans: | ||||||||
| Commercial | 4,610 | 791 | 3,629 | |||||
| Commercial real estate | 1,095 | 4,403 | 4,515 | |||||
| BBCC | 281 | 105 | 140 | |||||
| Residential real estate | 760 | 339 | 633 | |||||
| Indirect | 1,263 | 1,682 | 1,922 | |||||
| Direct | 2,557 | 777 | 819 | |||||
| Home equity | 616 | 978 | 922 | |||||
| Total recoveries | 11,182 | 9,075 | 12,580 | |||||
| Net charge-offs (recoveries) | 16,099 | (4,765) | 2,973 | |||||
| Provision for credit losses on loans | 123,340 | (28,812) | 38,395 | |||||
| Ending allowance for credit losses on loans | $ | 303,671 | $ | 107,341 | $ | 131,388 | ||
| Beginning allowance for credit losses on unfunded loan commitments | $ | 10,879 | $ | 11,689 | $ | 2,656 | ||
| Provision for credit losses on unfunded loan commitments acquired during the period | 11,013 | — | — | |||||
| Impact of adopting ASC 326 | — | — | 4,549 | |||||
| Provision for credit losses on unfunded loan commitments | 10,296 | (810) | 4,484 | |||||
| Ending allowance for credit losses on unfunded loan commitments | $ | 32,188 | $ | 10,879 | $ | 11,689 | ||
| Allowance for credit losses | $ | 335,859 | $ | 118,220 | $ | 143,077 | ||
| Average loans for the year (1) | $ | 27,589,442 | $ | 13,766,590 | $ | 13,341,677 | ||
| Asset Quality Ratios: | ||||||||
| Allowance for credit losses on loans/year-end loans (1) | 0.98 | % | 0.79 | % | 0.95 | % | ||
| Allowance for credit losses on loans/average loans (1) | 1.10 | 0.78 | 0.98 | |||||
| Allowance for credit losses/year-end loans (1) | 1.08 | 0.87 | 1.04 | |||||
| Allowance for credit losses/average loans (1) | 1.22 | 0.86 | 1.07 |
(1)Loans exclude loans held for sale.
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The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31:
| (dollars in thousands) | 2022 | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Commercial: | ||||||||
| Net charge-offs (recoveries) | $ | 2,275 | $ | 437 | $ | 1,964 | ||
| Average loans for the year | $ | 7,755,895 | $ | 3,553,527 | $ | 3,520,397 | ||
| Net charge-offs (recoveries)/average loans | 0.03 | % | 0.01 | % | 0.06 | % | ||
| Commercial real estate: | ||||||||
| Net charge-offs (recoveries) | $ | 5,424 | $ | (4,139) | $ | (192) | ||
| Average loans for the year | $ | 11,292,033 | $ | 6,022,408 | $ | 5,436,791 | ||
| Net charge-offs (recoveries)/average loans | 0.05 | % | (0.07) | % | — | % | ||
| BBCC: | ||||||||
| Net charge-offs (recoveries) | $ | (196) | $ | 39 | $ | (45) | ||
| Average loans for the year | $ | 352,276 | $ | 355,310 | $ | 363,463 | ||
| Net charge-offs (recoveries)/average loans | (0.06) | % | 0.01 | % | (0.01) | % | ||
| Residential real estate: | ||||||||
| Net charge-offs (recoveries) | $ | (416) | $ | 7 | $ | 191 | ||
| Average loans for the year (1) | $ | 5,618,883 | $ | 2,257,878 | $ | 2,336,428 | ||
| Net charge-offs (recoveries)/average loans | (0.01) | % | — | % | 0.01 | % | ||
| Indirect: | ||||||||
| Net charge-offs (recoveries) | $ | 1,262 | $ | (595) | $ | 832 | ||
| Average loans for the year | $ | 1,089,394 | $ | 879,525 | $ | 935,233 | ||
| Net charge-offs (recoveries)/average loans | 0.12 | % | (0.07) | % | 0.09 | % | ||
| Direct: | ||||||||
| Net charge-offs (recoveries) | $ | 8,242 | $ | 382 | $ | 944 | ||
| Average loans for the year | $ | 559,943 | $ | 150,620 | $ | 195,795 | ||
| Net charge-offs (recoveries)/average loans | 1.47 | % | 0.25 | % | 0.48 | % | ||
| Home equity: | ||||||||
| Net charge-offs (recoveries) | $ | (492) | $ | (896) | $ | (721) | ||
| Average loans for the year | $ | 921,018 | $ | 547,322 | $ | 553,570 | ||
| Net charge-offs (recoveries)/average loans | (0.05) | % | (0.16) | % | (0.13) | % | ||
| Total loans: | ||||||||
| Net charge-offs (recoveries) | $ | 16,099 | $ | (4,765) | $ | 2,973 | ||
| Average loans for the year (1) | $ | 27,589,442 | $ | 13,766,590 | $ | 13,341,677 | ||
| Net charge-offs (recoveries)/average loans | 0.06 | % | (0.03) | % | 0.02 | % |
(1)Average loans exclude loans held for sale.
The allowance for credit losses on loans was $303.7 million at December 31, 2022, compared to $107.3 million at December 31, 2021. The increase reflects $89.1 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments as a result of the First Midwest merger. In addition, the provision for credit losses expense in 2022 included $96.3 million to establish an allowance for credit losses on non-PCD loans acquired in the First Midwest merger. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
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The following table details the allowance for credit losses on loans by loan category and the percent of loans in each category compared to total loans at December 31.
| 2022 | 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allowance Amount | % of Loans to Total Loans | Allowance Amount | % of Loans to Total Loans | |||||||
| Commercial | $ | 120,612 | 29.9 | % | $ | 27,232 | 23.5 | % | |||
| Commercial real estate | 138,244 | 39.5 | 64,004 | 45.8 | |||||||
| BBCC | 2,431 | 1.2 | 2,458 | 2.6 | |||||||
| Residential real estate | 21,916 | 20.8 | 9,347 | 16.6 | |||||||
| Indirect | 1,532 | 3.3 | 1,743 | 6.4 | |||||||
| Direct | 12,116 | 2.0 | 528 | 1.0 | |||||||
| Home equity | 6,820 | 3.3 | 2,029 | 4.1 | |||||||
| Total | $ | 303,671 | 100.0 | % | $ | 107,341 | 100.0 | % |
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $32.2 million at December 31, 2022, compared to $10.9 million at December 31, 2021. The increase in the allowance for credit losses on unfunded loan commitments was driven by the merger with First Midwest as well as organic loan growth.
Market Risk
Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.
The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.
In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including:
•adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;
•changing product pricing strategies;
•modifying characteristics of the investment securities portfolio; or
•using derivative financial instruments, to a limited degree.
A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario. The base case scenario assumes that the balance sheet and interest rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions.
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The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model as of December 31, 2022 and 2021:
| Immediate Rate Decrease | Immediate Rate Increase | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | -200 Basis Points | -100 Basis Points | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | |||||||||||
| December 31, 2022 | |||||||||||||||||
| Projected interest income: | |||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 620,880 | $ | 658,876 | $ | 698,965 | $ | 738,776 | $ | 778,162 | $ | 817,474 | |||||
| Loans | 2,664,328 | 2,996,970 | 3,340,228 | 3,676,293 | 4,007,987 | 4,339,475 | |||||||||||
| Total interest income | 3,285,208 | 3,655,846 | 4,039,193 | 4,415,069 | 4,786,149 | 5,156,949 | |||||||||||
| Projected interest expense: | |||||||||||||||||
| Deposits | 396,535 | 554,823 | 718,942 | 890,027 | 1,061,113 | 1,232,199 | |||||||||||
| Borrowings | 322,555 | 399,862 | 473,953 | 551,211 | 628,518 | 705,816 | |||||||||||
| Total interest expense | 719,090 | 954,685 | 1,192,895 | 1,441,238 | 1,689,631 | 1,938,015 | |||||||||||
| Net interest income | $ | 2,566,118 | $ | 2,701,161 | $ | 2,846,298 | $ | 2,973,831 | $ | 3,096,518 | $ | 3,218,934 | |||||
| Change from base | $ | (280,180) | $ | (145,137) | $ | 127,533 | $ | 250,220 | $ | 372,636 | |||||||
| % change from base | (9.84) | % | (5.10) | % | 4.48 | % | 8.79 | % | 13.09 | % | |||||||
| Immediate Rate Decrease | Immediate Rate Increase | ||||||||||||||||
| -50 Basis Points | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | |||||||||||||
| December 31, 2021 | |||||||||||||||||
| Projected interest income: | |||||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 286,047 | $ | 306,020 | $ | 343,964 | $ | 380,103 | $ | 414,696 | |||||||
| Loans | 836,118 | 867,676 | 1,007,875 | 1,151,879 | 1,291,113 | ||||||||||||
| Total interest income | 1,122,165 | 1,173,696 | 1,351,839 | 1,531,982 | 1,705,809 | ||||||||||||
| Projected interest expense: | |||||||||||||||||
| Deposits | 14,032 | 23,628 | 108,236 | 193,024 | 277,809 | ||||||||||||
| Borrowings | 71,218 | 79,068 | 111,178 | 146,967 | 183,450 | ||||||||||||
| Total interest expense | 85,250 | 102,696 | 219,414 | 339,991 | 461,259 | ||||||||||||
| Net interest income | $ | 1,036,915 | $ | 1,071,000 | $ | 1,132,425 | $ | 1,191,991 | $ | 1,244,550 | |||||||
| Change from base | $ | (34,085) | $ | 61,425 | $ | 120,991 | $ | 173,550 | |||||||||
| % change from base | (3.18) | % | 5.74 | % | 11.30 | % | 16.20 | % |
Our projected net interest income increased year over year due to the First Midwest merger, loan growth, and rising interest rates.
A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which have no contractual maturity dates. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested.
We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net liability position with a fair value loss of $36.1 million at December 31, 2022, compared to a net asset position with a fair value gain of $1.3 million at December 31, 2021. See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments.
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Liquidity Risk
Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review with the Enterprise Risk Committee of our Board of Directors and monitor through our Balance Sheet Management Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, properly manage capital markets’ funding sources and to address unexpected liquidity requirements. On June 5, 2020, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, the housing market, general and local economic conditions, and competition in the marketplace. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.
A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2022.
| (dollars in thousands) | |||||
|---|---|---|---|---|---|
| Maturity Bucket | Amount | Rate | |||
| 2023 | $ | 2,099,157 | 1.54 | % | |
| 2024 | 684,377 | 2.84 | |||
| 2025 | 118,776 | 1.02 | |||
| 2026 | 64,207 | 0.51 | |||
| 2027 | 41,794 | 0.60 | |||
| 2028 and beyond | 5,469 | 0.97 | |||
| Total | $ | 3,013,780 | 1.78 | % |
Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings. Moody’s Investors Service places us in an investment grade that indicates a low risk of default. For both Old National and Old National Bank:
•Moody’s Investors Service affirmed the Long-Term Rating of “A3” for Old National’s senior unsecured/issuer rating on February 16, 2022.
•Moody’s Investors Service affirmed Old National Bank’s long-term deposit rating of “Aa3” on February 16, 2022. The bank’s short-term deposit rating was affirmed at “P-1” and the bank’s issuer rating was affirmed at “A3.”
Moody’s Investors Service concluded a rating review of Old National Bank on February 16, 2022.
The credit ratings of Old National and Old National Bank at December 31, 2022 are shown in the following table.
| Moody's Investors Service | ||
|---|---|---|
| Long-term | Short-term | |
| Old National | A3 | N/A |
| Old National Bank | Aa3 | P-1 |
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Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At December 31, 2022, Old National and its subsidiaries had the following availability of liquid funds and borrowings:
| (dollars in thousands) | Parent Company | Subsidiaries | |||
|---|---|---|---|---|---|
| Available liquid funds: | |||||
| Cash and due from banks | $ | 297,041 | $ | 431,371 | |
| Unencumbered government-issued debt securities | — | 2,193,446 | |||
| Unencumbered investment grade municipal securities | — | 817,889 | |||
| Unencumbered corporate securities | — | 310,503 | |||
| Availability of borrowings: | |||||
| Amount available from Federal Reserve discount window* | — | 584,872 | |||
| Amount available from Federal Home Loan Bank* | — | 507,199 | |||
| Total available funds | $ | 297,041 | $ | 4,845,280 |
* Based on collateral pledged
Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2022, Old National Bancorp’s other borrowings outstanding were $484.8 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2021 or 2022 and is not currently required. At December 31, 2022, Old National Bank could pay dividends of $303.7 million without prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.
Operational Risk
Operational risk is the risk that inadequate information systems, operational issues, breaches in internal controls, information security breaches, fraud, or unforeseen catastrophes will result in unexpected losses and other adverse impacts to Old National, such as reputational harm. We maintain frameworks, programs, and internal controls to prevent or minimize financial loss from failure of systems, people, or processes. This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyber-attacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information. Metrics and measurements are used by our management team in the management of day-to-day operations to ensure effective client service, minimization of service disruptions, and oversight of cybersecurity risk. We continually monitor and internally report on weaknesses in the internal control environment, third party risks, privacy and data governance, cyber-attacks, information security or data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process management; external and internal fraud; and model risk management.
Compliance and Regulatory Risk
Compliance and regulatory risk is the risk that the Company violated or was not in compliance with applicable laws, regulations or practices, industry standards, or ethical standards. Compliance with applicable regulatory requirements, internal policies and procedures, and ethical standards is not only the right thing to do, but it is embedded within our culture and mission to assist our clients in achieving financial success. Adherence to this belief is the responsibility of every employee, every day, in everything we do. It is Old National’s policy to comply with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk
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and internal audit functions, respectively. Recognizing that inadvertent violations may occur, risk management activities are established to promptly identify, analyze, and, if necessary, remediate compliance and regulatory issues to limit compliance risk exposure.
Legal Risk
Legal risk generally results from unidentified or unmitigated risks that could result in lawsuits or adverse judgments that negatively affect the operations or condition of the Company. Business practices must be executed, as well as products and services delivered, in a manner that is compliant with laws, regulatory requirements, and agreements to which we are a party. Corporate governance practices must be compliant with applicable legal requirements and aligned with market practices. The Board of Directors expects that we will perform business in a manner compliant with applicable laws and/or regulations and expects issues to be identified, analyzed, and remediated in a timely and complete manner.
MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES
The following table presents our material fixed and determinable contractual obligations and significant commitments at December 31, 2022. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.
| Payments Due In | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Note Reference | One Year or Less | Over One Year | Total | |||||
| Deposits without stated maturity | $ | 31,987,050 | $ | — | $ | 31,987,050 | |||
| IRAs, consumer deposits, and brokered certificates of deposit | 10 | 2,099,157 | 914,623 | 3,013,780 | |||||
| Federal funds purchased and interbank borrowings | 581,489 | — | 581,489 | ||||||
| Securities sold under agreements to repurchase | 11 | 432,804 | — | 432,804 | |||||
| Federal Home Loan Bank advances | 12 | 950,149 | 2,878,869 | 3,829,018 | |||||
| Other borrowings | 13 | 90,276 | 652,727 | 743,003 |
We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 19 to the consolidated financial statements.
In the normal course of business, various legal actions and proceedings are pending against us and our affiliates which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is included in Note 20 to the consolidated financial statements.
In addition, liabilities recorded under FASB ASC 740-10 (FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109) are not included in the table because the amount and timing of any cash payments cannot be reasonably estimated. Further discussion of income taxes and liabilities is included in Note 15 to the consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES
Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.
The following accounting policies materially affect our reported earnings and financial condition and require significant judgments and estimates. Management has reviewed these critical accounting estimates and related disclosures with our Audit Committee.
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Business Combinations and Goodwill
•Description. For mergers and acquisitions, we are required to record the assets acquired, including identified intangible assets such as core deposit and customer trust relationship intangibles, and the liabilities assumed at their fair value. The difference between consideration and the net fair value of assets acquired is recorded as goodwill. Management uses significant estimates and assumptions to value such items, including projected cash flows, repayment rates, default rates and losses assuming default, discount rates, and realizable collateral values. The allowance for credit losses for PCD loans is recognized within acquisition accounting. The allowance for credit losses for non-PCD assets is recognized as provision for credit losses in the same reporting period as the merger or acquisition. Fair value adjustments are amortized or accreted into the income statement over the estimated life of the acquired assets or assumed liabilities. The purchase date valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with the merger or acquisition. The use of different assumptions could produce significantly different valuation results, which could have material positive or negative effects on our results of operations. The carrying value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill.
•Judgments and Uncertainties. The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, we engage third party specialists to assist in the development of fair values. Preliminary estimates of fair values may be adjusted for a period of time subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments recorded during this period are recognized in the current reporting period. Management uses various valuation methodologies to estimate the fair value of these assets and liabilities, and often involves a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets, and certain other assets and liabilities.
•Effect if Actual Results Differ From Assumptions. Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets, including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides.
•Pandemic. A prolonged COVID-19 pandemic, or any other epidemic that harms the global economy, U.S. economy, or the economies in which we operate could adversely affect our operations. Goodwill is especially susceptible to risk of impairment during prolonged periods of economic downturn.
Allowance for Credit Losses on Loans
•Description. The allowance for credit losses on loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods.
The allowance for credit losses on loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries.
•Judgments and Uncertainties. We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method. The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an allowance. Expected cashflows are created using a combination of contractual payment schedules, calculated PDs, LGD and prepayment assumptions as well as qualitative factors. For commercial and commercial real estate loans, the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine the likelihood of a loan being charged-off within the time horizon. The regression models use combinations
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of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, and house price index. The LGD is defined as credit loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts.
•Effect if Actual Results Differ From Assumptions. The allowance represents management’s best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated changes could have a significant impact on results of operations.
One of the most significant judgments used in determining the allowance for credit losses is the macroeconomic forecast provided by a third party. The economic indices sourced from the macroeconomic forecast and used in projecting loss rates include the national unemployment rate, changes in commercial real estate prices, changes in home values, and changes in the United States gross domestic product. The economic index used in the calculation to which the calculation may be most sensitive is the national unemployment rate. Each reporting period, several macroeconomic forecast scenarios are considered by management. Management selects the macroeconomic forecast that is most reflective of expectations at that point in time. Changes in the macroeconomic forecast, especially for the national unemployment rate, could significantly impact the calculated estimated credit losses.
The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses on loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.
Derivative Financial Instruments
•Description. As part of our overall interest rate risk management, we use derivative instruments to reduce exposure to changes in interest rates and market prices for financial instruments. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation of the financial statements. All of the derivative financial instruments we use have an active market and indications of fair value can be readily obtained. We are not using the “short-cut” method of accounting for any fair value derivatives.
Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or contract amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring procedures.
•Judgments and Uncertainties. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items.
•Effect if Actual Results Differ From Assumptions. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). However, if in the future the derivative financial instruments used by us no longer qualify for hedge accounting treatment, all changes in fair value of the derivative would flow through the consolidated statements of income in other noninterest income, resulting in greater volatility in our earnings.
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Income Taxes
•Description. We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. We review income tax expense and the carrying value of deferred tax assets quarterly; and as new information becomes available, the balances are adjusted as appropriate. FASB ASC 740-10 (FIN 48) prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. See Note 15 to the consolidated financial statements for a further description of our provision and related income tax assets and liabilities.
•Judgments and Uncertainties. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.
•Effect if Actual Results Differ From Assumptions. Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which reserves have been established or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our effective income tax rate in the period of resolution.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and the Audit Committee has reviewed our disclosure relating to it in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
FY 2021 10-K MD&A
SEC filing source: 0000707179-22-000013.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Page | |
|---|---|
| General Overview | 32 |
| Corporate Developments in Fiscal 2021 | 32 |
| Business Outlook | 33 |
| Financial Highlights | 35 |
| Non-GAAP Financial Measures | 35 |
| Results of Operations | 37 |
| Financial Condition | 43 |
| Risk Management | 49 |
| Material Contractual Obligations, Commitments, and Contingent Liabilities | 63 |
| Critical Accounting Estimates | 63 |
The following discussion is an analysis of our results of operations for the fiscal years ended December 31, 2021, 2020, and 2019, and financial condition as of December 31, 2021 and 2020. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. This discussion contains forward-looking statements concerning our business. Readers are cautioned that, by their nature, forward-looking statements are based on estimates and assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from our expectations that are expressed or implied by any forward-looking statement. The discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially from those expressed or implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference.
GENERAL OVERVIEW
Old National is the largest financial holding company incorporated in the state of Indiana and maintains its principal executive offices in Evansville, Indiana. Our primary geographic markets are in Indiana, Kentucky, Michigan, Minnesota, and Wisconsin. Old National, through Old National Bank, provides a wide range of banking services, including commercial and consumer loan and depository services, and other traditional banking services. Old National also provides services to supplement its traditional banking business including fiduciary and wealth management services, investment and brokerage services, investment consulting, and other financial services.
CORPORATE DEVELOPMENTS IN FISCAL 2021
Old National had an outstanding financial year in 2021. Key performance indicators experienced in 2021 included:
•net income of $277.5 million, or $1.67 per diluted share;
•high commercial loan production of $3.9 billion;
•wealth revenue (wealth management fees and investment product fees combined) of $65.0 million;
•net recoveries of $4.8 million;
•strong credit quality metrics including net charge-offs (recoveries) to average loans of (0.03)%;
•low cost of total deposits at 0.06% along with a loan to deposit ratio of 73%; and
•efficiency ratio of 59.65%.
Our net interest income increased slightly to $596.4 million during 2021, compared to $596.1 million in 2020. Noninterest income decreased from $239.3 million in 2020 to $214.2 million in 2021 reflecting lower mortgage banking revenue and lower debt securities gains. Our noninterest expenses remain well controlled, decreasing from $541.4 million in 2020 to $500.6 million in 2021 reflecting higher charges related to The ONB Way strategic initiative in 2020 and lower amortization of tax credit investments in 2021. The ONB Way charges totaled $42.6 million in 2020. These decreases in noninterest expenses were partially offset by $14.6 million of diligence and merger charges in 2021 associated with the anticipated First Midwest merger.
On May 30, 2021, Old National entered into a definitive merger agreement with First Midwest to combine in an all-stock merger of equals transaction. Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, First Midwest stockholders will receive 1.1336 shares of Old National common stock for each share of First Midwest common stock they own. Following completion of the transaction,
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former First Midwest stockholders are expected to collectively represent approximately 44% of the combined company. The new organization will operate under the Old National Bancorp and Old National Bank names, with headquarters and the main office located in Evansville, Indiana and commercial and consumer banking operations headquartered in Chicago, Illinois. During the third quarter of 2021, we received approval of the merger from the OCC and the shareholders of Old National and First Midwest. On January 25, 2022, the OCC granted us an extension of 60 days to April 20, 2022 for consummating the bank merger. On January 27, 2022, we received Federal Reserve approval for the merger. With all necessary regulatory approvals received, the merger is expected to occur after the close of business and after the end of regular trading hours on the NASDAQ Stock Market on February 15, 2022, subject to customary closing conditions.
Pandemic Update
As previously disclosed, the COVID-19 pandemic has created economic and financial disruptions that have adversely affected our operations during 2020 and 2021. Our historically careful underwriting practices, diverse and granular portfolios, and Midwest-based footprint has helped minimize any adverse impact to Old National. In addition, the combination of the vaccine rollout, government stimulus payments, and reduced spending during the pandemic are likely contributing factors mitigating the impact of the pandemic on the Company’s business, financial condition, results of operations, and its clients as of December 31, 2021. However, there are continuing concerns that indicate a slower return to pre-pandemic routines. Examples of these concerns relate to increases in new COVID-19 cases, hospitalizations and deaths leading to additional government imposed restrictions; refusals to receive the vaccine along with new strain concerns; supply chain issues remaining unresolved longer than anticipated; unemployment increases while consumer confidence and spending falls; and rising geopolitical tensions. Given the ongoing and dynamic nature of the circumstances surrounding the pandemic, it is difficult to predict the future adverse financial impact to Old National.
BUSINESS OUTLOOK
We saw a strong start to a strengthening economic recovery in 2021, which was damaged mid-year by the Delta COVID-19 variant and again late in 2021 by the Omicron variant. The Moody’s U.S. macroeconomic outlook predicts the pandemic to slowly recede, with each future wave of the virus expected to be less disruptive than the preceding wave as state and local governments and businesses skillfully mitigate the impact of the virus.
The Conference Board forecasted that GDP growth will approximate 6.0% in the fourth quarter of 2021 (vs. 2.3% growth in the third quarter of 2021), which is a 0.5% downgrade from earlier fourth quarter of 2021 GDP growth forecasts due to the rapid spread of the Omicron variant in December. The previous Conference Board forecasts had assumed that a new variant would dampen economic growth in the United States, but not until the first quarter of 2022. Since then, the Omicron variant has spread more rapidly than anticipated and is yielding record high new infections, yet appears to be less severe since hospitalizations and mortality rates have not spiked to the same degree as the initial COVID-19 virus. However, The Conference Board notes that mass infections are impacting labor supply as workers recover from illness or postpone reentering the workforce. This supply-side disruption could result in additional shortages and has resulted in an increase in the inflation forecast for early 2022. As expected, in mid-December the Federal Reserve indicated that it will conclude its large-scale asset purchase program as soon as March 2022 and that three 25 basis point rate hikes would follow in 2022. Additional Omicron-induced inflationary pressures could result in even more aggressive tightening, which is a downside risk to The Conference Board’s forecast. This forecast includes spending associated with the bipartisan infrastructure package approved in 2021. However, it does not incorporate the proposed Build Back Better social and climate package.
The 2021 annual growth is currently estimated to be 5.6% for the year and The Conference Board forecasts that the U.S. economy will grow by an estimated 3.5% in 2022 and an estimated 2.9% in 2023. If Omicron and other future variants evolve to be less severe, it could help the U.S. economy “return to normal” pre-pandemic levels. While we are cautiously optimistic about 2022 from a U.S. economic standpoint, risks related to supply chain disruption, slowing job growth, significant and persistent tightening in financial market conditions, inflation, and geopolitical tensions could halt this recovery.
Our strategy evolution continues into a commercially-oriented regional bank that consistently delivers top quartile performance. This is accomplished by continuing to focus on the fundamentals of basic banking, which are loan growth, noninterest income growth, prudent capital deployment, and expense management. Execution of these fundamentals will help us deliver meaningful positive operating leverage.
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Organic loan growth continues to be our priority. As we enter into 2022, our commercial loan production and pipeline are at record high levels, yet we continue to adhere to our disciplined underwriting process. We believe our approach to downgrading troubled credits early and a patient approach to resolving issues results in better outcomes for our clients and ultimately lower costs for Old National Bank. Despite the lingering challenges due to the pandemic in 2021, overall credit quality remains healthy. Old National has not experienced any specific sector credit related weaknesses, yet we remain watchful for any credits that deserve extra attention as we slowly return to a pre-pandemic economic environment.
As we look ahead to 2022 and our anticipated partnership with First Midwest, we are positioned to close the merger after the close of business and after the end of regular trading hours on the NASDAQ Stock Market on February 15, 2022. We have established the organizational structure and leadership positions for all client segments and support areas and have communicated those decisions throughout the organization. Further, we also agreed upon our core processing system and supporting applications. Finally, we are initiating our recruiting process for talent in Chicago, as we anticipate that the Chicago and Minneapolis markets will be a significant focus in 2022.
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FINANCIAL HIGHLIGHTS
The following table sets forth certain financial highlights of Old National:
| Three Months Ended | Years Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, | December 31, | September 30, | December 31, | December 31, | |||||||||||
| except per share data) | 2021 | 2021 | 2020 | 2021 | 2020 | ||||||||||
| Income Statement: | |||||||||||||||
| Net interest income | $ | 146,781 | $ | 151,572 | $ | 161,079 | $ | 596,400 | $ | 596,094 | |||||
| Taxable equivalent adjustment (1) | 3,442 | 3,501 | 3,517 | 13,913 | 13,586 | ||||||||||
| Net interest income - tax equivalent basis | 150,223 | 155,073 | 164,596 | 610,313 | 609,680 | ||||||||||
| Provision for credit losses | (1,914) | (4,613) | (1,100) | (28,812) | 38,395 | ||||||||||
| Noninterest income | 51,484 | 54,515 | 58,552 | 214,219 | 239,274 | ||||||||||
| Noninterest expense | 131,937 | 121,274 | 142,318 | 500,569 | 541,417 | ||||||||||
| Net income | 56,188 | 71,746 | 74,120 | 277,538 | 226,409 | ||||||||||
| Per Common Share Data: | |||||||||||||||
| Weighted average diluted shares | 166,128 | 165,939 | 165,631 | 165,929 | 166,177 | ||||||||||
| Net income (diluted) | $ | 0.34 | $ | 0.43 | $ | 0.44 | $ | 1.67 | $ | 1.36 | |||||
| Cash dividends | 0.14 | 0.14 | 0.14 | $ | 0.56 | $ | 0.56 | ||||||||
| Common dividend payout ratio (2) | 41 | % | 33 | % | 31 | % | 33 | % | 41 | % | |||||
| Book value | $ | 18.16 | $ | 18.31 | $ | 17.98 | $ | 18.16 | $ | 17.98 | |||||
| Stock price | 18.12 | 16.95 | 16.56 | 18.12 | 16.56 | ||||||||||
| Tangible common book value (3) | 11.70 | 11.83 | 11.43 | 11.70 | 11.43 | ||||||||||
| Performance Ratios: | |||||||||||||||
| Return on average assets | 0.93 | % | 1.20 | % | 1.30 | % | 1.17 | % | 1.04 | % | |||||
| Return on average common equity | 7.49 | 9.48 | 10.11 | 9.26 | 7.87 | ||||||||||
| Return on tangible common equity (3) | 11.98 | 15.05 | 16.20 | 14.74 | 12.54 | ||||||||||
| Return on average tangible common equity (3) | 12.07 | 15.13 | 16.57 | 14.89 | 13.27 | ||||||||||
| Net interest margin (3) | 2.77 | 2.92 | 3.26 | 2.89 | 3.18 | ||||||||||
| Efficiency ratio (3) | 64.27 | 56.86 | 62.37 | 59.65 | 62.91 | ||||||||||
| Net charge-offs (recoveries) to average loans | (0.04) | (0.09) | (0.03) | (0.03) | 0.02 | ||||||||||
| Allowance for credit losses to ending loans | 0.79 | 0.79 | 0.95 | 0.79 | 0.95 | ||||||||||
| Non-performing loans to ending loans | 0.92 | 0.94 | 1.20 | 0.92 | 1.20 | ||||||||||
| Balance Sheet: | |||||||||||||||
| Total loans, excluding loans held for sale | $ | 13,601,846 | $ | 13,584,828 | $ | 13,786,479 | $ | 13,601,846 | $ | 13,786,479 | |||||
| Total assets | 24,453,564 | 24,018,733 | 22,960,622 | 24,453,564 | 22,960,622 | ||||||||||
| Total deposits | 18,569,195 | 18,196,149 | 17,037,453 | 18,569,195 | 17,037,453 | ||||||||||
| Total borrowed funds | 2,575,240 | 2,536,303 | 2,676,554 | 2,575,240 | 2,676,554 | ||||||||||
| Total shareholders' equity | 3,012,018 | 3,035,892 | 2,972,656 | 3,012,018 | 2,972,656 | ||||||||||
| Capital Ratios: | |||||||||||||||
| Risk-based capital ratios: | |||||||||||||||
| Tier 1 common equity | 12.04 | % | 12.08 | % | 11.75 | % | 12.04 | % | 11.75 | % | |||||
| Tier 1 | 12.04 | 12.08 | 11.75 | 12.04 | 11.75 | ||||||||||
| Total | 12.77 | 12.84 | 12.69 | 12.77 | 12.69 | ||||||||||
| Leverage ratio (to average assets) | 8.59 | 8.54 | 8.20 | 8.59 | 8.20 | ||||||||||
| Total equity to assets (averages) | 12.35 | 12.69 | 12.83 | 12.60 | 13.20 | ||||||||||
| Tangible common equity to tangible assets (3) | 8.30 | 8.55 | 8.64 | 8.30 | 8.64 | ||||||||||
| Nonfinancial Data: | |||||||||||||||
| Full-time equivalent employees | 2,374 | 2,410 | 2,445 | 2,374 | 2,445 | ||||||||||
| Banking centers | 162 | 162 | 162 | 162 | 162 |
(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)Cash dividends per share divided by net income per share (basic).
(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
NON-GAAP FINANCIAL MEASURES
The non-GAAP financial measures presented below are used by our management and our Board of Directors on a regular basis in addition to our GAAP results to facilitate the assessment of our financial performance. Management believes these non-GAAP financial measures enhance an investor’s understanding of our financial results by providing a meaningful basis for period-to-period comparisons, assisting in operating results analysis, and predicting future performance. This information supplements our GAAP reported results, and should not be viewed in isolation
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from, or as a substitute for, our GAAP results. Accordingly, this financial information should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2021, included elsewhere in this report. Non-GAAP financial measures exclude certain items that are included in the financial results presented in accordance with GAAP. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. These non-GAAP measures are not necessarily comparable to similar measures that may be represented by other companies.
The following table presents GAAP to non-GAAP reconciliations.
| Three Months Ended | Years Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars and shares in thousands, | December 31, | December 31, | ||||||||||
| except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||
| Tangible common book value: | ||||||||||||
| Shareholders' equity (GAAP) | $ | 3,012,018 | $ | 2,972,656 | $ | 3,012,018 | $ | 2,972,656 | ||||
| Deduct: | Goodwill | 1,036,994 | 1,036,994 | 1,036,994 | 1,036,994 | |||||||
| Intangible assets | 34,678 | 46,014 | 34,678 | 46,014 | ||||||||
| Tangible shareholders' equity (non-GAAP) | $ | 1,940,346 | $ | 1,889,648 | $ | 1,940,346 | $ | 1,889,648 | ||||
| Period end common shares | 165,838 | 165,367 | 165,838 | 165,367 | ||||||||
| Tangible common book value | 11.70 | 11.43 | 11.70 | 11.43 | ||||||||
| Return on tangible common equity: | ||||||||||||
| Net income (GAAP) | $ | 56,188 | $ | 74,120 | $ | 277,538 | $ | 226,409 | ||||
| Add: Intangible amortization (net of tax) | 1,930 | 2,433 | 8,502 | 10,585 | ||||||||
| Tangible net income (non-GAAP) | $ | 58,118 | $ | 76,553 | $ | 286,040 | $ | 236,994 | ||||
| Tangible shareholders' equity (non-GAAP) (see above) | $ | 1,940,346 | $ | 1,889,648 | $ | 1,940,346 | $ | 1,889,648 | ||||
| Return on tangible common equity | 11.98 | % | 16.20 | % | 14.74 | % | 12.54 | % | ||||
| Return on average tangible common equity: | ||||||||||||
| Tangible net income (non-GAAP) (see above) | $ | 58,118 | $ | 76,553 | $ | 286,040 | $ | 236,994 | ||||
| Average shareholders' equity (GAAP) | $ | 2,998,825 | $ | 2,932,590 | $ | 2,997,520 | $ | 2,875,460 | ||||
| Deduct: | Average goodwill | 1,036,994 | 1,036,994 | 1,036,994 | 1,036,994 | |||||||
| Average intangible assets | 35,992 | 47,536 | 40,071 | 52,740 | ||||||||
| Average tangible shareholders' equity (non-GAAP) | $ | 1,925,839 | $ | 1,848,060 | $ | 1,920,455 | $ | 1,785,726 | ||||
| Return on average tangible common equity | 12.07 | % | 16.57 | % | 14.89 | % | 13.27 | % | ||||
| Net interest margin: | ||||||||||||
| Net interest income (GAAP) | $ | 146,781 | $ | 161,079 | $ | 596,400 | $ | 596,094 | ||||
| Taxable equivalent adjustment | 3,442 | 3,517 | 13,913 | 13,586 | ||||||||
| Net interest income - taxable equivalent basis (non-GAAP) | $ | 150,223 | $ | 164,596 | $ | 610,313 | $ | 609,680 | ||||
| Average earning assets | $ | 21,670,723 | $ | 20,181,991 | $ | 21,152,209 | $ | 19,158,681 | ||||
| Net interest margin | 2.77 | % | 3.26 | % | 2.89 | % | 3.18 | % | ||||
| Efficiency ratio: | ||||||||||||
| Noninterest expense (GAAP) | $ | 131,937 | $ | 142,318 | $ | 500,569 | $ | 541,417 | ||||
| Deduct: Intangible amortization expense | 2,573 | 3,244 | 11,336 | 14,091 | ||||||||
| Adjusted noninterest expense (non-GAAP) | $ | 129,364 | $ | 139,074 | $ | 489,233 | $ | 527,326 | ||||
| Net interest income - taxable equivalent basis (non-GAAP) (see above) | $ | 150,223 | $ | 164,596 | $ | 610,313 | $ | 609,680 | ||||
| Noninterest income | 51,484 | 58,552 | 214,219 | 239,274 | ||||||||
| Deduct: Debt securities gains (losses), net | 435 | 161 | 4,327 | 10,767 | ||||||||
| Adjusted total revenue (non-GAAP) | $ | 201,272 | $ | 222,987 | $ | 820,205 | $ | 838,187 | ||||
| Efficiency ratio | 64.27 | % | 62.37 | % | 59.65 | % | 62.91 | % | ||||
| Tangible common equity to tangible assets: | ||||||||||||
| Tangible shareholders' equity (non-GAAP) (see above) | $ | 1,940,346 | $ | 1,889,648 | $ | 1,940,346 | $ | 1,889,648 | ||||
| Assets (GAAP) | $ | 24,453,564 | $ | 22,960,622 | $ | 24,453,564 | $ | 22,960,622 | ||||
| Add: | Trust overdrafts | — | 26 | — | 26 | |||||||
| Deduct: | Goodwill | 1,036,994 | 1,036,994 | 1,036,994 | 1,036,994 | |||||||
| Intangible assets | 34,678 | 46,014 | 34,678 | 46,014 | ||||||||
| Tangible assets (non-GAAP) | $ | 23,381,892 | $ | 21,877,640 | $ | 23,381,892 | $ | 21,877,640 | ||||
| Tangible common equity to tangible assets | 8.30 | % | 8.64 | % | 8.30 | % | 8.64 | % |
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RESULTS OF OPERATIONS
The following table sets forth certain income statement information of Old National:
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | 2019 | |||||
| Income Statement Summary: | ||||||||
| Net interest income | $ | 596,400 | $ | 596,094 | $ | 604,273 | ||
| Provision for credit losses (1) | (28,812) | 38,395 | 4,747 | |||||
| Noninterest income | 214,219 | 239,274 | 199,317 | |||||
| Noninterest expense | 500,569 | 541,417 | 508,487 | |||||
| Other Data: | ||||||||
| Return on average common equity | 9.26 | % | 7.87 | % | 8.57 | % | ||
| Return on tangible common equity (2) | 14.74 | % | 12.54 | % | 14.30 | % | ||
| Return on average tangible common equity (2) | 14.89 | % | 13.27 | % | 14.97 | % | ||
| Efficiency ratio (2) | 59.65 | % | 62.91 | % | 60.35 | % | ||
| Tier 1 leverage ratio | 8.59 | % | 8.20 | % | 8.88 | % | ||
| Net charge-offs (recoveries) to average loans | (0.03) | % | 0.02 | % | 0.05 | % |
(1) Beginning January 1, 2020, with the adoption of CECL, calculation is based on current expected credit loss methodology. Prior to January 1, 2020, calculation is based on incurred loss methodology.
(2) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
Comparison of Fiscal Years 2021 and 2020
Net Interest Income
Net interest income is the most significant component of our earnings, comprising 74% of 2021 revenues. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities. The path of the economy continues to depend on the course of COVID-19. Progress on vaccinations and an easing of supply constraints are expected to support continued gains on economic activity. Risks to the economic outlook remain, including from new variants of the virus.
Interest rates remained at near historic lows during 2021 after declining dramatically in the first half of 2020 due to the COVID-19 pandemic. The Federal Reserve’s Federal Funds range is currently in a target range of 0.00% to 0.25%, with the Effective Fed Funds Rate in the 0.05% to 0.10% range. If interest rates decline further, our interest rate spread could decline, which may result in a decrease in our net interest income. However, management has taken balance sheet restructuring, derivative, and deposit pricing actions to help mitigate this risk.
Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.
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Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the federal statutory tax rate in effect of 21% for all periods. This analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis. Therefore, management believes these measures provide useful information for both management and investors by allowing them to make better peer comparisons.
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | 2019 | |||||
| Net interest income (GAAP) | $ | 596,400 | $ | 596,094 | $ | 604,273 | ||
| Conversion to fully taxable equivalent | 13,913 | 13,586 | 12,940 | |||||
| Net interest income - taxable equivalent basis (non-GAAP) | $ | 610,313 | $ | 609,680 | $ | 617,213 | ||
| Average earning assets | $ | 21,152,209 | $ | 19,158,681 | $ | 17,385,180 | ||
| Net interest margin | 2.82 | % | 3.11 | % | 3.48 | % | ||
| Net interest margin - taxable equivalent basis | 2.89 | % | 3.18 | % | 3.55 | % |
Net interest income was $596.4 million in 2021, a $0.3 million increase from $596.1 million in 2020. Taxable equivalent net interest income was $610.3 million in 2021, a $0.6 million increase from $609.7 million in 2020. The net interest margin on a fully taxable equivalent basis was 2.89% in 2021, a 29 basis point decrease compared to 3.18% in 2020. The increase in net interest income in 2021 when compared to 2020 was primarily due to higher average earning assets and lower costs of average interest-bearing liabilities. Substantially offsetting these increases were lower yields on average earning assets. Net interest income in both 2021 and 2020 included accretion income (interest income in excess of contractual interest income) associated with acquired loans. Accretion income totaled $16.7 million in 2021, compared to $23.3 million in 2020. We expect accretion income on loans to decrease over time, but this may be offset by future acquisitions. Net interest income in 2021 included $44.4 million of interest and net fees combined on PPP loans, compared to $38.0 million in 2020. Unamortized fees on remaining PPP loans totaled $6.4 million at December 31, 2021.
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The following table presents a three-year average balance sheet and for each major asset and liability category, its related interest income and yield, or its expense and rate for the years ended December 31.
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Tax equivalent basis, dollars in thousands) | Average Balance | Income (1)/ Expense | Yield/ Rate | Average Balance | Income (1)/ Expense | Yield/ Rate | Average Balance | Income (1)/ Expense | Yield/ Rate | |||||||||||||||||
| Earning Assets | ||||||||||||||||||||||||||
| Money market and other interest- earning investments | $ | 450,158 | $ | 589 | 0.13 | % | $ | 174,494 | $ | 568 | 0.33 | % | $ | 67,069 | $ | 1,670 | 2.49 | % | ||||||||
| Investment securities: | ||||||||||||||||||||||||||
| Treasury and government- sponsored agencies | 1,573,855 | 24,209 | 1.54 | 547,054 | 12,124 | 2.22 | 657,233 | 16,091 | 2.45 | |||||||||||||||||
| Mortgage-backed securities | 3,356,950 | 60,479 | 1.80 | 3,246,520 | 70,611 | 2.17 | 2,866,600 | 73,835 | 2.58 | |||||||||||||||||
| States and political subdivisions | 1,548,939 | 50,115 | 3.24 | 1,347,490 | 47,034 | 3.49 | 1,202,210 | 44,716 | 3.72 | |||||||||||||||||
| Other securities | 443,606 | 10,680 | 2.41 | 485,430 | 11,990 | 2.47 | 495,847 | 16,138 | 3.25 | |||||||||||||||||
| Total investment securities | 6,923,350 | 145,483 | 2.10 | 5,626,494 | 141,759 | 2.52 | 5,221,890 | 150,780 | 2.89 | |||||||||||||||||
| Loans: (2) | ||||||||||||||||||||||||||
| Commercial | 3,763,099 | 138,063 | 3.67 | 3,843,089 | 140,473 | 3.66 | 3,023,421 | 141,215 | 4.67 | |||||||||||||||||
| Commercial real estate | 6,168,146 | 228,568 | 3.71 | 5,477,562 | 234,670 | 4.28 | 5,044,623 | 275,853 | 5.47 | |||||||||||||||||
| Residential real estate loans | 2,269,989 | 83,578 | 3.68 | 2,352,444 | 94,202 | 4.00 | 2,281,047 | 96,613 | 4.24 | |||||||||||||||||
| Consumer | 1,577,467 | 56,281 | 3.57 | 1,684,598 | 65,222 | 3.87 | 1,747,130 | 77,196 | 4.42 | |||||||||||||||||
| Total loans | 13,778,701 | 506,490 | 3.68 | 13,357,693 | 534,567 | 4.00 | 12,096,221 | 590,877 | 4.88 | |||||||||||||||||
| Total earning assets | 21,152,209 | $ | 652,562 | 3.09 | % | 19,158,681 | $ | 676,894 | 3.53 | % | 17,385,180 | $ | 743,327 | 4.28 | % | |||||||||||
| Less: Allowance for credit losses (3) | (117,436) | (115,321) | (56,624) | |||||||||||||||||||||||
| Non-Earning Assets | ||||||||||||||||||||||||||
| Cash and due from banks | 256,860 | 327,053 | 251,857 | |||||||||||||||||||||||
| Other assets | 2,492,054 | 2,414,602 | 2,453,001 | |||||||||||||||||||||||
| Total assets | $ | 23,783,687 | $ | 21,785,015 | $ | 20,033,414 | ||||||||||||||||||||
| Interest-Bearing Liabilities | ||||||||||||||||||||||||||
| Checking and NOW accounts | $ | 4,974,477 | $ | 2,080 | 0.04 | % | $ | 4,465,120 | $ | 5,450 | 0.12 | % | $ | 3,902,765 | $ | 15,598 | 0.40 | % | ||||||||
| Savings accounts | 3,648,019 | 2,003 | 0.05 | 3,113,435 | 3,156 | 0.10 | 2,878,135 | 8,142 | 0.28 | |||||||||||||||||
| Money market accounts | 2,092,661 | 1,756 | 0.08 | 1,866,197 | 4,585 | 0.25 | 1,789,065 | 14,130 | 0.79 | |||||||||||||||||
| Time deposits | 1,020,359 | 5,115 | 0.50 | 1,421,216 | 14,978 | 1.05 | 1,921,991 | 31,494 | 1.64 | |||||||||||||||||
| Total interest-bearing deposits | 11,735,516 | 10,954 | 0.09 | 10,865,968 | 28,169 | 0.26 | 10,491,956 | 69,364 | 0.66 | |||||||||||||||||
| Federal funds purchased and interbank borrowings | 1,113 | — | — | 138,257 | 1,296 | 0.94 | 241,618 | 5,656 | 2.34 | |||||||||||||||||
| Securities sold under agreements to repurchase | 392,777 | 397 | 0.10 | 375,961 | 854 | 0.23 | 342,654 | 2,517 | 0.73 | |||||||||||||||||
| FHLB advances | 1,902,407 | 21,075 | 1.11 | 2,055,155 | 27,274 | 1.33 | 1,775,987 | 37,452 | 2.11 | |||||||||||||||||
| Other borrowings | 269,484 | 9,823 | 3.65 | 242,642 | 9,621 | 3.96 | 251,194 | 11,125 | 4.43 | |||||||||||||||||
| Total borrowed funds | 2,565,781 | 31,295 | 1.22 | 2,812,015 | 39,045 | 1.39 | 2,611,453 | 56,750 | 2.17 | |||||||||||||||||
| Total interest-bearing liabilities | $ | 14,301,297 | $ | 42,249 | 0.30 | % | $ | 13,677,983 | $ | 67,214 | 0.49 | % | $ | 13,103,409 | $ | 126,114 | 0.96 | % | ||||||||
| Noninterest-Bearing Liabilities and Shareholders' Equity | ||||||||||||||||||||||||||
| Demand deposits | 6,163,937 | 4,945,506 | 3,887,470 | |||||||||||||||||||||||
| Other liabilities | 320,933 | 286,066 | 261,403 | |||||||||||||||||||||||
| Shareholders' equity | 2,997,520 | 2,875,460 | 2,781,132 | |||||||||||||||||||||||
| Total liabilities and shareholders' equity | $ | 23,783,687 | $ | 21,785,015 | $ | 20,033,414 | ||||||||||||||||||||
| Net interest rate spread | 2.79 | % | 3.04 | % | 3.32 | % | ||||||||||||||||||||
| Net interest margin (4) | 2.89 | 3.18 | 3.55 | |||||||||||||||||||||||
| Taxable equivalent adjustment | $ | 13,913 | $ | 13,586 | $ | 12,940 |
(1)Interest income is reflected on a fully taxable equivalent basis.
(2)Includes loans held for sale.
(3)Beginning January 1, 2020, with the adoption of CECL, calculation is based on current expected credit loss methodology. Prior to January 1, 2020, calculation was based on incurred loss model.
(4)Net interest margin is defined as net interest income on a tax equivalent basis as a percentage of average earning assets.
The yield on average earning assets decreased 44 basis points from 3.53% in 2020 to 3.09% in 2021 and the cost of interest-bearing liabilities decreased 19 basis points from 0.49% in 2020 to 0.30% in 2021. Average earning assets increased by $1.994 billion, or 10%. The increase in average earning assets consisted of a $1.297 billion increase in
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investment securities, a $421.0 million increase in loans, and a $275.7 million increase in money market and other interest-earning investments. Average interest-bearing liabilities increased $623.3 million, or 5%. The increase in average interest-bearing liabilities consisted of an $869.5 million increase in interest-bearing deposits, a $16.8 million increase in securities sold under agreements to repurchase, and a $26.8 million increase in other borrowings, partially offset by a $137.1 million decrease in federal funds purchased and interbank borrowings and a $152.7 million decrease in FHLB advances. Average noninterest-bearing deposits increased by $1.218 billion.
The increase in average earning assets in 2021 compared to 2020 was due to increases in average investment securities, average loans, and average money market and other interest-earning investments. The loan portfolio, including loans held for sale, which generally has an average yield higher than the investment portfolio, was 65% of average interest earning assets in 2021, compared to 70% in 2020.
Average loans including loans held for sale increased $421.0 million in 2021 compared to 2020 due to higher average commercial real estate loans, partially offset by lower average commercial loans, residential real estate loans, and consumer loans. Excluding the $258.6 million decrease in average PPP loans, average commercial loans increased reflecting organic growth.
Average investments increased $1.297 billion in 2021 compared to 2020 reflecting excess liquidity.
Average non-interest-bearing deposits increased $1.218 billion in 2021 compared to 2020 primarily due to PPP funds on deposit. Average interest-bearing deposits increased $869.5 million in 2021 compared to 2020.
Average borrowed funds decreased $246.2 million in 2021 compared to 2020 primarily due to decreases in FHLB advances and federal funds purchased and interbank borrowings, partially offset by increases in other borrowings and securities sold under agreements to repurchase.
The following table presents fluctuations in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid for the years ended December 31.
| From 2020 to 2021 | From 2019 to 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Attributed to | Total | Attributed to | |||||||||||||||
| (dollars in thousands) | Change (1) | Volume | Rate | Change (1) | Volume | Rate | ||||||||||||
| Interest Income | ||||||||||||||||||
| Money market and other interest-earning investments | $ | 21 | $ | 628 | $ | (607) | $ | (1,102) | $ | 1,511 | $ | (2,613) | ||||||
| Investment securities (2) | 3,724 | 29,963 | (26,239) | (9,021) | 10,938 | (19,959) | ||||||||||||
| Loans (2) | (28,077) | 16,163 | (44,240) | (56,310) | 56,052 | (112,362) | ||||||||||||
| Total interest income | (24,332) | 46,754 | (71,086) | (66,433) | 68,501 | (134,934) | ||||||||||||
| Interest Expense | ||||||||||||||||||
| Checking and NOW deposits | (3,370) | 419 | (3,789) | (10,148) | 1,474 | (11,622) | ||||||||||||
| Savings deposits | (1,153) | 417 | (1,570) | (4,986) | 452 | (5,438) | ||||||||||||
| Money market deposits | (2,829) | 371 | (3,200) | (9,545) | 399 | (9,944) | ||||||||||||
| Time deposits | (9,863) | (3,127) | (6,736) | (16,516) | (6,694) | (9,822) | ||||||||||||
| Federal funds purchased and interbank borrowings | (1,296) | (640) | (656) | (4,360) | (1,694) | (2,666) | ||||||||||||
| Securities sold under agreements to repurchase | (457) | 27 | (484) | (1,663) | 160 | (1,823) | ||||||||||||
| Federal Home Loan Bank advances | (6,199) | (1,859) | (4,340) | (10,178) | 4,796 | (14,974) | ||||||||||||
| Other borrowings | 202 | 1,021 | (819) | (1,504) | (359) | (1,145) | ||||||||||||
| Total interest expense | (24,965) | (3,371) | (21,594) | (58,900) | (1,466) | (57,434) | ||||||||||||
| Net interest income | $ | 633 | $ | 50,125 | $ | (49,492) | $ | (7,533) | $ | 69,967 | $ | (77,500) |
(1) The variance not solely due to rate or volume is allocated equally between the rate and volume variance.
(2) Interest on investment securities and loans includes the effect of taxable equivalent adjustments of $9.9 million and $4.0 million, respectively, in 2021; $8.9 million and $4.7 million, respectively, in 2020; and $7.7 million and $5.2 million, respectively, in 2019; using the federal statutory tax rate in effect of 21%.
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Provision for Credit Losses
Old National recorded a provision for credit losses recapture of $28.8 million in 2021, compared to an expense of $38.4 million in 2020. Net recoveries totaled $4.8 million in 2021, compared to net charge-offs of $3.0 million in 2020. The provision for credit losses recapture in 2021 reflected the improved economic forecast. The provision for credit losses expense in 2020 reflected the implementation of ASC 326 and the macroeconomic factors surrounding the COVID-19 pandemic. PPP loans were factored in the provision for credit losses in 2021 and 2020; however due to the SBA guaranty and our borrowers’ adherence to the PPP terms, the provision impact was insignificant. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, with the adoption of CECL beginning on January 1, 2020, provision expense may become more volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. For additional information about non-performing loans, charge-offs, and additional items impacting the provision, refer to the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Noninterest Income
We generate revenues in the form of noninterest income through client fees, sales commissions, and other gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. This source of revenue as a percentage of total revenue was 26% in 2021 compared to 29% in 2020.
The following table details the components of noninterest income:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | 2019 | 2021 | 2020 | |||||||||
| Wealth management fees | $ | 40,409 | $ | 36,806 | $ | 37,072 | 9.8 | % | (0.7) | % | ||||
| Service charges on deposit accounts | 34,685 | 35,081 | 44,915 | (1.1) | (21.9) | |||||||||
| Debit card and ATM fees | 20,739 | 20,178 | 21,652 | 2.8 | (6.8) | |||||||||
| Mortgage banking revenue | 42,558 | 62,775 | 26,622 | (32.2) | 135.8 | |||||||||
| Investment product fees | 24,639 | 21,614 | 21,785 | 14.0 | (0.8) | |||||||||
| Capital markets income | 21,997 | 22,480 | 13,270 | (2.1) | 69.4 | |||||||||
| Company-owned life insurance | 10,589 | 12,031 | 11,539 | (12.0) | 4.3 | |||||||||
| Debt securities gains (losses), net | 4,327 | 10,767 | 1,923 | (59.8) | 459.9 | |||||||||
| Other income | 14,276 | 17,542 | 20,539 | (18.6) | (14.6) | |||||||||
| Total noninterest income | $ | 214,219 | $ | 239,274 | $ | 199,317 | (10.5) | % | 20.0 | % | ||||
| Noninterest income to total revenue (1) | 26.0 | % | 28.2 | % | 24.4 | % |
(1)Total revenue includes the effect of a taxable equivalent adjustment of $13.9 million in 2021, $13.6 million in 2020, and $12.9 million in 2019.
The decrease in noninterest income in 2021 compared to 2020 was primarily due to lower mortgage banking revenue and lower debt securities gains.
Wealth management fees increased $3.6 million in 2021 compared to 2020 primarily due to higher personal trust fees, fiduciary account fees, and corporate trust fees.
Mortgage banking revenue decreased $20.2 million in 2021 compared to 2020 reflecting lower refinance transactions related to higher rates in 2021, which caused pipeline levels to drop and gain on sale margins to partially normalize.
Investment product fees increased $3.0 million in 2021 compared to 2020 reflecting higher investment and advisor fees.
Debt securities gains (losses), net decreased $6.4 million in 2021 compared to 2020 primarily due to lower realized gains on sales of available-for-sale securities in 2021.
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Other income decreased $3.3 million in 2021 compared to 2020 primarily due to lower branded card incentives and $1.5 million of swap termination fees in 2021.
Noninterest Expense
The following table details the components of noninterest expense:
| Years Ended December 31, | % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | 2019 | 2021 | 2020 | |||||||||
| Salaries and employee benefits | $ | 284,098 | $ | 293,590 | $ | 289,452 | (3.2) | % | 1.4 | % | ||||
| Occupancy | 54,834 | 55,316 | 55,255 | (0.9) | 0.1 | |||||||||
| Equipment | 16,704 | 16,690 | 16,903 | 0.1 | (1.3) | |||||||||
| Marketing | 12,684 | 10,874 | 15,898 | 16.6 | (31.6) | |||||||||
| Data processing | 47,047 | 41,086 | 37,589 | 14.5 | 9.3 | |||||||||
| Communication | 10,073 | 9,731 | 10,702 | 3.5 | (9.1) | |||||||||
| Professional fees | 20,077 | 15,755 | 22,854 | 27.4 | (31.1) | |||||||||
| FDIC assessment | 6,059 | 6,722 | 6,030 | (9.9) | 11.5 | |||||||||
| Amortization of intangibles | 11,336 | 14,091 | 16,911 | (19.6) | (16.7) | |||||||||
| Amortization of tax credit investments | 6,770 | 18,788 | 2,749 | (64.0) | 583.4 | |||||||||
| Other expense | 30,887 | 58,774 | 34,144 | (47.4) | 72.1 | |||||||||
| Total noninterest expense | $ | 500,569 | $ | 541,417 | $ | 508,487 | (7.5) | % | 6.5 | % |
Noninterest expense decreased $40.8 million in 2021 compared to 2020 reflecting $42.6 million of charges in 2020 related to the ONB Way strategic initiative and lower amortization of tax credit investments in 2021. These decreases were partially offset by $14.6 million of diligence and merger charges in 2021 associated with the anticipated First Midwest merger.
Salaries and employee benefits is the largest component of noninterest expense. Salaries and employee benefits decreased $9.5 million in 2021 compared to 2020. Personnel expenses related to the ONB Way strategic initiative totaling $8.3 million in 2020 were the primary driver of this decline.
Marketing expenses increased $1.8 million in 2021 compared to 2020 primarily due to higher advertising expenses.
Data processing expenses increased $6.0 million in 2021 compared to 2020 related to the modernization of our technology infrastructure.
Professional fees increased $4.3 million in 2021 compared to 2020. Professional fees in 2021 included $10.0 million related to the First Midwest merger. Professional fees in 2020 included $2.8 million of consulting fees related to the ONB Way strategic initiative.
Amortization of intangibles decreased $2.8 million in 2021 compared to 2020 primarily due to lower amortization of core deposit intangibles.
Amortization of tax credit investments decreased $12.0 million in 2021 compared to 2020. The recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period. Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date. See Note 10 to the consolidated financial statements for additional information on our tax credit investments.
Other expense decreased $27.9 million in 2021 compared to 2020 primarily due to lease termination charges and impairments on long-lived assets related to banking center consolidations that were part of the ONB Way strategic initiative totaling $27.1 million in 2020.
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Provision for Income Taxes
We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 18.1% in 2021 compared to 11.4% in 2020. The higher effective tax rate in 2021 compared to 2020 was primarily the result of an increase in pre-tax book income and lower federal tax credits available. See Note 16 to the consolidated financial statements for additional details on Old National’s income tax provision.
Comparison of Fiscal Years 2020 and 2019
In 2020, we generated net income of $226.4 million and diluted net income per share of $1.36 compared to $238.2 million and diluted net income per share of $1.38, respectively, in 2019. The 2020 earnings included a $40.0 million increase in noninterest income and a $23.0 million decrease in income tax expense. These favorable variances in net income were offset by an $8.2 million decrease in net interest income, a $32.9 million increase in noninterest expense, and a $33.6 million increase in provision for credit losses. High commercial loan production and mortgage production, consistently strong credit quality metrics, and low cost of total deposits all contributed to favorable 2020 performance when compared to 2019.
Net interest income was $596.1 million in 2020, an $8.2 million decrease from $604.3 million in 2019. Taxable equivalent net interest income was $609.7 million in 2020, a $7.5 million decrease from $617.2 million in 2019. Average earning assets increased by $1.774 billion in 2020 and the yield on average earning assets decreased 75 basis points from 4.28% in 2019 to 3.53% in 2020.
The provision for credit losses was an expense of $38.4 million in 2020, compared to an expense of $4.7 million in 2019. The increase in provision for credit losses expense reflected the implementation of ASC 326 and the macroeconomic factors surrounding the COVID-19 pandemic. Charge-offs remained low during 2020 and we continued to see positive trends in credit quality.
Noninterest income increased $40.0 million in 2020 compared to 2019 primarily due to higher mortgage banking revenue, higher capital markets income, and higher debt securities gains. These increases were partially offset by lower service charges on deposit accounts.
Noninterest expense increased $32.9 million in 2020 compared to 2019 reflecting higher charges related to the ONB Way and higher commissions and corporate incentives, partially offset by fewer employees at December 31, 2020.
The provision for income taxes was $29.1 million in 2020 compared to $52.2 million in 2019. Old National’s effective tax rate was 11.4% in 2020 compared to 18.0% in 2019. The lower effective tax rate in 2020 compared to 2019 was primarily the result of an increase in federal tax credits available.
FINANCIAL CONDITION
Overview
At December 31, 2021, our assets were $24.454 billion, a 7% increase compared to $22.961 billion at December 31, 2020. The increase was primarily due to higher investment securities and organic loan growth, excluding the decline in PPP loans.
We have observed signs of an economic recovery in the United States since the onset of COVID-19, with jobs, consumer spending, manufacturing, and other indicators rebounding from their weakest levels. However, there have been concerns about the emergence of communicable strains of the virus, whether enough people will agree to be vaccinated, supply chain issues, labor supply constraints, and inflation. Economic uncertainty remains and bouts of elevated volatility are expected to continue.
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Earning Assets
Our earning assets are comprised of investment securities, portfolio loans, loans held for sale, money market investments, interest earning accounts with the Federal Reserve, and equity securities. Earning assets were $21.851 billion at December 31, 2021, an increase of $1.538 billion compared to earning assets of $20.313 billion at December 31, 2020.
Investment Securities
We classify substantially all of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity if needed, based on fluctuating interest rates or changes in our funding requirements.
Equity securities are recorded at fair value and totaled $13.2 million at December 31, 2021 compared to $2.5 million at December 31, 2020. The increase in equity securities was primarily due to an increase in mutual funds.
At December 31, 2021, the investment securities portfolio, including equity securities, was $7.565 billion compared to $6.142 billion at December 31, 2020, an increase of $1.423 billion, or 23%. Investment securities represented 35% of earning assets at December 31, 2021, compared to 30% at December 31, 2020. Stronger commercial loan demand in the future could result in management’s decision to reduce the securities portfolio. As of December 31, 2021, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.
The investment securities available-for-sale portfolio had net unrealized losses of $6.0 million at December 31, 2021, compared to net unrealized gains of $186.3 million at December 31, 2020. The change in net unrealized gains (losses) from December 31, 2020 to December 31, 2021 was primarily due to an increase in long-term interest rates impacting market values for mortgage-backed, U.S. government-sponsored entities and agencies, and tax exempt municipal securities.
The investment portfolio had an effective duration of 4.26 at December 31, 2021, compared to 4.08 at December 31, 2020. Effective duration measures the percentage change in value of the portfolio in response to a change in interest rates. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The weighted average yields on investment securities, on a taxable equivalent basis, were 2.10% in 2021 and 2.52% in 2020.
Loan Portfolio
We lend primarily to consumers and small to medium-sized commercial and commercial real estate clients in many diverse industries including manufacturing, agribusiness, transportation, mining, wholesaling, and retailing. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily Indiana, Kentucky, Michigan, Minnesota, and Wisconsin.
The following table presents the composition of the loan portfolio at December 31.
| (dollars in thousands) | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Commercial (1) | $ | 3,391,769 | $ | 3,956,422 | |
| Commercial real estate | 6,380,674 | 5,946,512 | |||
| Consumer | 1,574,114 | 1,635,123 | |||
| Total loans excluding residential real estate | 11,346,557 | 11,538,057 | |||
| Residential real estate | 2,255,289 | 2,248,422 | |||
| Total loans | 13,601,846 | 13,786,479 | |||
| Less: Allowance for credit losses | 107,341 | 131,388 | |||
| Net loans | $ | 13,494,505 | $ | 13,655,091 |
(1)Includes remaining PPP loans of $169.0 million at December 31, 2021, compared to $943.0 million at December 31, 2020.
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The following table presents the maturity distribution and rate sensitivity of loans at December 31, 2021 and an analysis of these loans that have predetermined and floating interest rates.
| (dollars in thousands) | Within 1 Year | After 1 - 5 Years | After 5 - 15 Years | After 15 Years | Total | % of Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Predetermined | $ | 171,531 | $ | 965,676 | $ | 546,563 | $ | 40,131 | $ | 1,723,901 | 51 | % | |||||
| Floating | 558,915 | 647,115 | 330,586 | 131,252 | 1,667,868 | 49 | |||||||||||
| Total | $ | 730,446 | $ | 1,612,791 | $ | 877,149 | $ | 171,383 | $ | 3,391,769 | 100 | % | |||||
| Commercial Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Predetermined | $ | 122,594 | $ | 1,483,156 | $ | 747,289 | $ | 20,683 | $ | 2,373,722 | 37 | % | |||||
| Floating | 374,985 | 1,879,944 | 1,638,692 | 113,331 | 4,006,952 | 63 | |||||||||||
| Total | $ | 497,579 | $ | 3,363,100 | $ | 2,385,981 | $ | 134,014 | $ | 6,380,674 | 100 | % | |||||
| Residential Real Estate | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Predetermined | $ | 2,850 | $ | 67,419 | $ | 607,554 | $ | 1,314,485 | $ | 1,992,308 | 88 | % | |||||
| Floating | 52 | 1,296 | 29,941 | 231,692 | 262,981 | 12 | |||||||||||
| Total | $ | 2,902 | $ | 68,715 | $ | 637,495 | $ | 1,546,177 | $ | 2,255,289 | 100 | % | |||||
| Consumer | |||||||||||||||||
| Interest rates: | |||||||||||||||||
| Predetermined | $ | 17,266 | $ | 576,701 | $ | 382,979 | $ | 5,897 | $ | 982,843 | 62 | % | |||||
| Floating | 9,974 | 99,292 | 205,482 | 276,523 | 591,271 | 38 | |||||||||||
| Total | $ | 27,240 | $ | 675,993 | $ | 588,461 | $ | 282,420 | $ | 1,574,114 | 100 | % |
Commercial and Commercial Real Estate Loans
Commercial and commercial real estate loans are the largest classification within earning assets, representing 45% at December 31, 2021, compared to 49% at December 31, 2020. At December 31, 2021, commercial and commercial real estate loans were $9.772 billion, a decrease of $130.5 million compared to December 31, 2020 driven by a decline in PPP loans, partially offset by organic loan growth. As of December 31, 2021, total PPP loans were $169.0 million, compared to $943.0 million at December 31, 2020.
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The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size at December 31.
| 2021 | 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | Exposure | Nonaccrual | Outstanding | Exposure | Nonaccrual | |||||||||||
| By Industry: | |||||||||||||||||
| Manufacturing | $ | 612,873 | $ | 1,152,774 | $ | 6,689 | $ | 586,074 | $ | 1,019,149 | $ | 11,036 | |||||
| Construction | 310,649 | 744,610 | 1,429 | 462,140 | 903,604 | 1,036 | |||||||||||
| Health care and social assistance | 376,664 | 550,400 | 444 | 412,807 | 604,493 | 691 | |||||||||||
| Public administration | 247,770 | 357,310 | — | 299,748 | 371,846 | — | |||||||||||
| Wholesale trade | 240,618 | 438,357 | 1,598 | 241,432 | 483,253 | 3,647 | |||||||||||
| Educational services | 216,384 | 295,065 | — | 245,896 | 418,277 | 1,428 | |||||||||||
| Other services | 121,577 | 260,413 | 2,542 | 194,822 | 307,205 | 2,363 | |||||||||||
| Professional, scientific, and technical services | 141,364 | 279,185 | 937 | 182,228 | 320,983 | 864 | |||||||||||
| Finance and insurance | 162,920 | 232,847 | 44 | 186,079 | 246,551 | 57 | |||||||||||
| Retail trade | 131,303 | 289,478 | 945 | 151,869 | 329,160 | 1,788 | |||||||||||
| Real estate rental and leasing | 204,612 | 347,991 | 504 | 169,935 | 356,169 | 759 | |||||||||||
| Transportation and warehousing | 134,072 | 243,086 | 1,594 | 139,398 | 216,495 | 1,397 | |||||||||||
| Administrative and support and waste management and remediation services | 86,307 | 149,417 | — | 119,220 | 173,538 | 383 | |||||||||||
| Agriculture, forestry, fishing, and hunting | 114,699 | 164,364 | 1,521 | 145,624 | 192,602 | 358 | |||||||||||
| Accommodation and food services | 78,689 | 108,724 | 2,399 | 105,560 | 118,497 | 3,239 | |||||||||||
| Utilities | 26,322 | 75,439 | — | 88,607 | 98,996 | — | |||||||||||
| Arts, entertainment, and recreation | 71,055 | 110,574 | 2,189 | 82,305 | 111,729 | 2,590 | |||||||||||
| Information | 43,713 | 78,877 | 1,809 | 61,883 | 95,774 | 2,286 | |||||||||||
| Mining | 30,161 | 62,231 | 5 | 57,142 | 77,067 | 19 | |||||||||||
| Management of companies and enterprises | 15,124 | 36,046 | — | 13,605 | 28,276 | — | |||||||||||
| Other | 24,893 | 24,943 | — | 10,048 | 10,086 | — | |||||||||||
| Total | $ | 3,391,769 | $ | 6,002,131 | $ | 24,649 | $ | 3,956,422 | $ | 6,483,750 | $ | 33,941 | |||||
| By Loan Size: | |||||||||||||||||
| Less than $200,000 | 8 | % | 6 | % | 7 | % | 11 | % | 8 | % | 10 | % | |||||
| $200,000 to $1,000,000 | 18 | 16 | 42 | 20 | 18 | 40 | |||||||||||
| $1,000,000 to $5,000,000 | 31 | 29 | 51 | 34 | 32 | 50 | |||||||||||
| $5,000,000 to $10,000,000 | 15 | 16 | — | 15 | 15 | — | |||||||||||
| $10,000,000 to $25,000,000 | 18 | 18 | — | 14 | 16 | — | |||||||||||
| Greater than $25,000,000 | 10 | 15 | — | 6 | 11 | — | |||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
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The following table provides detail on commercial real estate loans classified by property type at December 31.
| 2021 | 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Outstanding | % | Outstanding | % | |||||||||
| By Property Type: | |||||||||||||
| Multifamily | $ | 1,995,803 | 31 | % | $ | 1,598,614 | 27 | % | |||||
| Retail | 1,037,034 | 16 | 1,041,384 | 17 | |||||||||
| Office | 1,018,973 | 16 | 1,001,589 | 17 | |||||||||
| Warehouse / Industrial | 851,956 | 14 | 821,022 | 14 | |||||||||
| Single family | 333,221 | 5 | 341,273 | 6 | |||||||||
| Other (1) | 1,143,687 | 18 | 1,142,630 | 19 | |||||||||
| Total | $ | 6,380,674 | 100 | % | $ | 5,946,512 | 100 | % |
(1) Other includes construction and land development properties, senior housing properties, religion properties, and mixed use properties.
Residential Real Estate Loans
Residential real estate loans held in our portfolio, primarily 1-4 family properties, increased $6.9 million at December 31, 2021 compared to December 31, 2020. Future increases in interest rates could result in a decline in the level of refinancings and new originations of residential real estate loans.
Consumer Loans
Consumer loans, including automobile loans and personal and home equity loans and lines of credit, decreased $61.0 million, at December 31, 2021 compared to December 31, 2020 primarily due to decreases in consumer indirect and consumer direct loans.
Allowance for Credit Losses on Loans and Unfunded Commitments
Beginning January 1, 2020, with the adoption of CECL, we calculated allowance for credit losses using current expected credit losses methodology. As of January 1, 2020, Old National increased the allowance for credit losses for loans by $41.3 million and increased the allowance for credit losses for unfunded loan commitments by $4.5 million, since the ASU covers credit losses over the expected life of a loan as well as considering future changes in macroeconomic conditions. The increase related to the acquired loan portfolio totaled $27.1 million.
At December 31, 2021, the allowance for credit losses was $107.3 million, compared to $131.4 million at December 31, 2020. The decrease in the allowance for credit losses reflected the improved economic forecast. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, with the adoption of CECL beginning on January 1, 2020, provision expense may be more volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
We maintain an allowance for credit losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses for loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for these credit losses is recorded as a component of other expense. The allowance for credit losses on unfunded loan commitments totaled $10.9 million at December 31, 2021, compared to $11.7 million at December 31, 2020.
Additional information about our Allowance for Credit Losses is included in the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 4 to the consolidated financial statements.
Loans Held for Sale
Mortgage loans held for immediate sale in the secondary market were $35.5 million at December 31, 2021, compared to $63.3 million at December 31, 2020. Certain mortgage loans are committed for sale at or prior to
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origination at a contracted price to an outside investor. Other mortgage loans held for immediate sale are hedged with TBA forward agreements and committed for sale when they are ready for delivery and remain on the Company’s balance sheet for a short period of time (typically 30 to 60 days). These loans are sold without recourse, beyond customary representations and warranties, and Old National has not experienced material losses arising from these sales. Mortgage originations are subject to volatility due to interest rates and home sales, among other factors.
We have elected the fair value option for residential loans held for sale. The aggregate fair value exceeded the unpaid principal balance by $1.3 million at December 31, 2021 and $3.5 million at December 31, 2020.
Other Assets
Other assets increased $26.6 million since December 31, 2020 primarily due to higher tax credit investments and net deferred tax assets related to net unrealized gains (losses) on investment securities. These increases were partially offset by lower derivative assets.
Funding
Total funding, comprised of deposits and wholesale borrowings, was $21.144 billion at December 31, 2021, an increase of $1.430 billion from $19.714 billion at December 31, 2020. Total deposits were $18.569 billion, an increase of $1.532 billion compared to December 31, 2020. Noninterest-bearing demand deposits increased $669.4 million from December 31, 2020 to December 31, 2021. Interest-bearing checking and NOW deposits increased $361.0 million from December 31, 2020 to December 31, 2021, while savings deposits increased $402.7 million. Money market deposits increased $261.0 million from December 31, 2020 to December 31, 2021. Time deposits decreased $162.5 million.
We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. At December 31, 2021, wholesale borrowings, including federal funds purchased and interbank borrowings, securities sold under agreements to repurchase, FHLB advances, and other borrowings, totaled $2.575 billion, a decrease of $101.3 million from December 31, 2020. The decrease in wholesale funding from December 31, 2020 to December 31, 2021 was due to decreases in FHLB advances, securities sold under agreements to repurchase, and federal funds purchased and interbank borrowings, partially offset by an increase in other borrowings. Wholesale funding as a percentage of total funding was 12% at December 31, 2021, compared to 14% at December 31, 2020. See Notes 12, 13, and 14 to the consolidated financial statements for additional details on our financing activities.
The following table details the average balances of all funding sources for the years ended December 31.
| % Change From Prior Year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | 2019 | 2021 | 2020 | ||||||||
| Demand deposits | $ | 6,163,937 | $ | 4,945,506 | $ | 3,887,470 | 24.6 | % | 27.2 | % | |||
| Interest-bearing checking and NOW deposits | 4,974,477 | 4,465,120 | 3,902,765 | 11.4 | 14.4 | ||||||||
| Savings deposits | 3,648,019 | 3,113,435 | 2,878,135 | 17.2 | 8.2 | ||||||||
| Money market deposits | 2,092,661 | 1,866,197 | 1,789,065 | 12.1 | 4.3 | ||||||||
| Time deposits | 1,020,359 | 1,421,216 | 1,921,991 | (28.2) | (26.1) | ||||||||
| Total deposits | 17,899,453 | 15,811,474 | 14,379,426 | 13.2 | 10.0 | ||||||||
| Federal funds purchased and interbank borrowings | 1,113 | 138,257 | 241,618 | (99.2) | (42.8) | ||||||||
| Securities sold under agreements to repurchase | 392,777 | 375,961 | 342,654 | 4.5 | 9.7 | ||||||||
| Federal Home Loan Bank advances | 1,902,407 | 2,055,155 | 1,775,987 | (7.4) | 15.7 | ||||||||
| Other borrowings | 269,484 | 242,642 | 251,194 | 11.1 | (3.4) | ||||||||
| Total funding sources | $ | 20,465,234 | $ | 18,623,489 | $ | 16,990,879 | 9.9 | % | 9.6 | % |
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At December 31, 2021, time deposits in excess of the FDIC insurance limit and estimated time deposits that are otherwise uninsured by maturity were as follows:
| (dollars in thousands) | Individual Instruments in Denominations that Meet or Exceed the FDIC Insurance Limit | Estimated Aggregate Time Deposits that Meet or Exceed the FDIC Insurance Limit and Otherwise Uninsured Time Deposits | |||
|---|---|---|---|---|---|
| Three months or less | $ | 95,506 | $ | 111,993 | |
| Over three through six months | 55,170 | 68,582 | |||
| Over six through 12 months | 44,856 | 89,236 | |||
| Over 12 months | 57,219 | 120,946 | |||
| Total | $ | 252,751 | $ | 390,757 |
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities increased $33.5 million, or 18%, from December 31, 2020 primarily due to increases in unfunded commitments on low income housing tax credit investments and derivative liabilities.
Capital
Shareholders’ equity totaled $3.012 billion, or 12% of total assets, at December 31, 2021 and $2.973 billion, or 13% of total assets, at December 31, 2020. The change in unrealized gains (losses) on available-for-sale investment securities decreased equity by $148.3 million during 2021. Old National paid cash dividends of $0.56 per share in 2021, which reduced equity by $92.8 million. Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 36,320 shareholders of record at December 31, 2021.
Capital Adequacy
Old National and the banking industry generally are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes Old National’s capital to ensure an optimized capital structure. Accordingly, such evaluations may result in Old National taking a capital action. For additional information on capital adequacy see Note 24 to the consolidated financial statements.
Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, regulatory, compliance, legal, and reputational risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.
RISK MANAGEMENT
Overview
Old National has adopted a Risk Appetite Statement to enable the Board of Directors, Executive Leadership Group, and Senior Management to better assess, understand, and mitigate the risks of Old National. The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational/technology/cybersecurity, talent management, regulatory/compliance/legal, and reputational. Our Chief Risk Officer is independent of management and reports directly to the Chair of the Board’s Enterprise Risk Management Committee. The following discussion addresses these major risks: credit, market, liquidity, operational/technology/cybersecurity, and regulatory/compliance/legal.
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Credit Risk
Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.
Investment Activities
We carry a higher exposure to loss in our pooled trust preferred securities, which are collateralized debt obligations, due to illiquidity in that market and the performance of the underlying collateral. At December 31, 2021, we had pooled trust preferred securities with a fair value of $9.5 million, or less than 1% of the available-for-sale securities portfolio. These securities remained classified as available-for-sale and the unrealized loss on our pooled trust preferred securities was $4.3 million at December 31, 2021. The fair value of these securities is expected to improve as we get closer to maturity, but may be adversely impacted by credit deterioration.
All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. See Note 3 to the consolidated financial statements for additional details about our investment security portfolio.
Counterparty Exposure
Counterparty exposure is the risk that the other party in a financial transaction will not fulfill its obligation. We define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased, repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial services industry. Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service. Total credit exposure is monitored by counterparty and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was an asset of $422.3 million at December 31, 2021.
Lending Activities
Commercial
Commercial and industrial loans are made primarily for the purpose of financing equipment acquisition, expansion, working capital, and other general business purposes. Lease financing consists of direct financing leases and is used by commercial clients to finance capital purchases ranging from computer equipment to transportation equipment. The credit decisions for these transactions are based upon an assessment of the overall financial capacity of the applicant. A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved. In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.
Commercial mortgages and construction loans are offered to real estate investors, developers, and builders primarily domiciled in the geographic market areas we serve: Indiana, Kentucky, Michigan, Minnesota, and Wisconsin. These loans are secured by first mortgages on real estate at LTV margins deemed appropriate for the property type, quality, location, and sponsorship. Generally, these LTV ratios do not exceed 80%. The commercial properties are predominantly non-residential properties such as retail centers, industrial properties and, to a lesser extent, more specialized properties. Substantially all of our commercial real estate loans are secured by properties located in our primary market area.
In the underwriting of our commercial real estate loans, we obtain appraisals for the underlying properties. Decisions to lend are based on the economic viability of the property and the creditworthiness of the borrower. In evaluating a proposed commercial real estate loan, we primarily emphasize the ratio of the property’s projected net cash flows to the loan’s debt service requirement. The debt service coverage ratio normally is not less than 120% and it is computed after deduction for a vacancy factor and property expenses as appropriate. In addition, a personal guarantee of the loan or a portion thereof is often required from the principal(s) of the borrower. In most cases, we require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and flood
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insurance, if appropriate, in order to protect our security interest in the underlying property. In addition, business interruption insurance or other insurance may be required.
Construction loans are underwritten against projected cash flows derived from rental income, business income from an owner-occupant, or the sale of the property to an end-user. We may mitigate the risks associated with these types of loans by requiring fixed-price construction contracts, performance and payment bonding, controlled disbursements, and pre-sale contracts or pre-lease agreements.
Consumer
We offer a variety of first mortgage and junior lien loans to consumers within our markets, with residential home mortgages comprising our largest consumer loan category. These loans are secured by a primary residence and are underwritten using traditional underwriting systems to assess the credit risks of the consumer. Decisions are primarily based on LTV ratios, DTI ratios, liquidity, and credit scores. A maximum LTV ratio of 80% is generally required, although higher levels are permitted with mortgage insurance or other mitigating factors. We offer fixed rate mortgages and variable rate mortgages with interest rates that are subject to change every year after the first, third, fifth, or seventh year, depending on the product and are based on indexed rates such as prime. We do not offer payment-option facilities, sub-prime loans, or any product with negative amortization.
Home equity loans are secured primarily by second mortgages on residential property of the borrower. The underwriting terms for the home equity product generally permit borrowing availability, in the aggregate, up to 90% of the appraised value of the collateral property at the time of origination. We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation.
Automobile loans include loans and leases secured by new or used automobiles. We originate automobile loans and leases primarily on an indirect basis through selected dealerships. We require borrowers to maintain collision insurance on automobiles securing consumer loans, with us listed as loss payee. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity, including credit history and the ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount.
Asset Quality
Community-based lending personnel, along with region-based independent underwriting and analytic support staff, extend credit under guidelines established and administered by our Enterprise Risk Committee. This committee, which meets quarterly, is made up of independent outside directors. The committee monitors credit quality through its review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs. In addition, the committee reviews and approves recommended loan policy changes to assure our policy remains appropriate for the current lending environment.
We lend to commercial and commercial real estate clients in many diverse industries including manufacturing, agribusiness, transportation, mining, wholesaling, and retailing. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At December 31, 2021, our average commercial loan size was approximately $205,000 and our average commercial real estate loan size was approximately $940,000. In addition, while loans to lessors of residential and non-residential real estate exceed 10% of total loans, no individual sub-segment category within those broader categories reaches the 10% threshold. At December 31, 2021, we had minimal exposure to foreign borrowers and no sovereign debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily Indiana, Kentucky, Michigan, Minnesota, and Wisconsin. We have experienced an adverse impact from COVID-19 during 2020 and 2021; however, the depth of this crisis is ongoing and its effect is very broad-based. Management believes that trends in under-performing, criticized, and classified loans will be highly dependent on the distribution of vaccinations, as well as the length of time it will take consumers and businesses to return to their pre-pandemic spending routines.
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The following table presents a summary of under-performing, criticized, and classified assets at December 31:
| (dollars in thousands) | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Total nonaccrual loans | $ | 106,691 | $ | 147,339 | |
| TDRs still accruing | 18,378 | 17,749 | |||
| Total past due loans (90 days or more and still accruing) | 7 | 167 | |||
| Other real estate owned | 2,030 | 1,324 | |||
| Total under-performing assets | $ | 127,106 | $ | 166,579 | |
| Classified loans (includes nonaccrual, TDRs still accruing, past due 90 days, and other problem loans) | $ | 269,270 | $ | 304,782 | |
| Other classified assets (1) | 4,338 | 3,706 | |||
| Criticized loans | 235,910 | 287,192 | |||
| Total criticized and classified assets | $ | 509,518 | $ | 595,680 | |
| Asset Quality Ratios: | |||||
| Nonaccrual loans/total loans (2) | 0.78 | % | 1.07 | % | |
| Non-performing loans/total loans (2) (3) | 0.92 | 1.20 | |||
| Under-performing assets/total loans and other real estate owned (2) | 0.93 | 1.21 | |||
| Under-performing assets/total assets | 0.52 | 0.73 | |||
| Allowance for credit losses/under-performing assets | 84.45 | 78.87 | |||
| Allowance for credit losses/nonaccrual loans | 100.61 | 89.17 |
(1)Includes one pooled trust preferred security and two insurance policies at December 31, 2021.
(2)Loans exclude loans held for sale.
(3)Non-performing loans include nonaccrual loans and TDRs still accruing.
Under-performing assets totaled $127.1 million at December 31, 2021, compared to $166.6 million at December 31, 2020. Under-performing assets as a percentage of total loans and other real estate owned at December 31, 2021 were 0.93%, a 28 basis point improvement from 1.21% at December 31, 2020.
Nonaccrual loans decreased $40.6 million from December 31, 2020 to December 31, 2021 primarily due to lower commercial real estate and commercial nonaccrual loans. As a percentage of nonaccrual loans, the allowance for credit losses was 100.61% at December 31, 2021, compared to 89.17% at December 31, 2020.
If nonaccrual and renegotiated loans outstanding at December 31, 2021 and 2020, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $5.1 million in 2021 and $5.8 million in 2020 would have been recorded on these loans. The amount of interest income actually recorded on nonaccrual and renegotiated loans was $1.3 million in 2021 and $2.9 million in 2020.
Total criticized and classified assets were $509.5 million at December 31, 2021, a decrease of $86.2 million from December 31, 2020. Other classified assets include investment securities that fell below investment grade rating totaling $4.3 million at December 31, 2021, compared to $3.7 million at December 31, 2020.
Old National may choose to restructure the contractual terms of certain loans. The decision to restructure a loan, versus aggressively enforcing the collection of the loan, may benefit Old National by increasing the ultimate probability of collection.
Any loans that are modified are reviewed by Old National to identify if a TDR has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, Old National Bank grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status. The modification of the terms of such loans includes one or a combination of the following: a reduction of the stated interest rate of the loan, an extension of the maturity date at a stated rate of interest lower than the current market rate of new debt with similar risk, or a permanent reduction of the recorded investment of the loan.
Loans modified in a TDR are typically placed on nonaccrual status until we determine that the future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate a period of performance according to the restructured terms for six months.
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If we are unable to resolve a nonperforming loan issue, the credit will be charged off when it is apparent there will be a loss. For large commercial type loans, each relationship is individually analyzed for evidence of apparent loss based on quantitative benchmarks or subjectively based upon certain events or particular circumstances. For residential and consumer loans, a charge off is recorded at the time foreclosure is initiated or when the loan becomes 120 to 180 days past due, whichever is earlier.
For commercial TDRs, an allocated reserve is established within the allowance for credit losses for the difference between the carrying value of the loan and its computed value. To determine the computed value of the loan, one of the following methods is selected: (1) the present value of expected cash flows discounted at the loan’s original effective interest rate, (2) the loan’s observable market price, or (3) the fair value of the collateral, if the loan is collateral dependent. The allocated reserve is established as the difference between the carrying value of the loan and the collectable value. If there are significant changes in the amount or timing of the loan’s expected future cash flows, impairment is recalculated and the valuation allowance is adjusted accordingly.
When a residential or consumer loan is identified as a TDR, the loan is typically written down to its collateral value less selling costs.
At December 31, 2021, TDRs consisted of $7.4 million of commercial loans, $17.2 million of commercial real estate loans, $0.1 million of BBCC loans, $2.4 million of residential real estate loans, $2.7 million of direct consumer loans, and $0.2 million of home equity loans, totaling $30.0 million. TDRs included within nonaccrual loans totaled $11.7 million at December 31, 2021. At December 31, 2020, our TDRs consisted of $11.1 million of commercial loans, $17.6 million of commercial real estate loans, $0.1 million of BBCC loans, $2.8 million of residential real estate loans, $0.8 million of direct consumer loans, and $0.3 million of home equity loans, totaling $32.7 million. TDRs included within nonaccrual loans totaled $14.9 million at December 31, 2020.
Old National has allocated specific reserves to clients whose loan terms have been modified in TDRs totaling $0.7 million at December 31, 2021 and $1.6 million at December 31, 2020. Old National had not committed to lend any additional funds to clients with outstanding loans that are classified as TDRs at December 31, 2021 or December 31, 2020.
The terms of certain other loans were modified during 2021 and 2020 that did not meet the definition of a TDR. It is our process to review all classified and criticized loans that, during the period, have been renewed, have entered into a forbearance agreement, have gone from principal and interest to interest only, or have extended the maturity date. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on its debt in the foreseeable future without the modification. The evaluation is performed under our internal underwriting policy. We also evaluate whether a concession has been granted or if we were adequately compensated through a market interest rate, additional collateral, or a bona fide guarantee. We also consider whether the modification was insignificant relative to the other terms of the agreement or the delay in a payment.
In general, once a modified loan is considered a TDR, the loan will always be considered a TDR until it is paid in full, otherwise settled, sold, or charged off. However, guidance also permits for loans to be removed from TDR status when subsequently restructured under these circumstances: (1) at the time of the subsequent restructuring, the borrower is not experiencing financial difficulties, and this is documented by a current credit evaluation at the time of the restructuring, (2) under the terms of the subsequent restructuring agreement, the institution has granted no concession to the borrower; and (3) the subsequent restructuring agreement includes market terms that are no less favorable than those that would be offered for a comparable new loan. For loans subsequently restructured that have cumulative principal forgiveness, the loan should continue to be measured in accordance with ASC 310-10, Receivables – Overall. However, consistent with ASC 310-40-50-2, Troubled Debt Restructurings by Creditors, Creditor Disclosure of Troubled Debt Restructurings, the loan would not be required to be reported in the years following the restructuring if the subsequent restructuring meets both of these criteria: (1) has an interest rate at the time of the subsequent restructuring that is not less than a market interest rate; and (2) is performing in compliance with its modified terms after the subsequent restructuring.
We have developed relief programs to assist borrowers in financial need due to the effects of the COVID-19 pandemic. The Interagency Statement issued by our banking regulators encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning
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the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act terminates. The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. Additionally, section 541 of the CAA extends the relief provided by the CARES Act for financial institutions to suspend the GAAP accounting treatment for troubled debt restructuring to January 1, 2022. After this date, we will follow the GAAP accounting treatment to determine if new modifications meet the definition of a TDR. In accordance with such guidance, during 2020 and throughout 2021 we offered short-term modifications in response to COVID-19 to borrowers who were current and otherwise not past due. These included short-term (180 days or less) modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that were insignificant. These loan deferrals totaled $6.4 million at December 31, 2021.
U.S. Small Business Administration Paycheck Protection Program
In 2020, Section 1102 of the CARES Act created the PPP, a program administered by the SBA to provide loans to small businesses for payroll and other basic expenses during the COVID-19 pandemic. Old National participated in the PPP as a lender. During 2020, Old National originated over 9,700 loans with balances of approximately $1.518 billion to new and existing clients through the PPP. As of December 31, 2021, we have received payment from the SBA on 9,502, or 97%, of these loans totaling $1.503 billion.
On December 27, 2020, the CAA was signed into law. The CAA, among other things, extended the life of the PPP, effectively creating a second round of PPP loans for eligible businesses. Old National participated in the CAA’s second round of PPP lending. During 2021, Old National originated approximately 6,200 loans totaling $583.7 million through the second round of the PPP. As of December 31, 2021, we have received payment from the SBA on 4,566, or 74%, of these loans totaling $424.1 million. Additionally, section 541 of the CAA extended the relief provided by the CARES Act for financial institutions to suspend the GAAP accounting treatment for troubled debt restructuring to January 1, 2022.
At December 31, 2021, remaining PPP loans totaled $169.0 million.
Allowance for Credit Losses on Loans and Unfunded Commitments
Beginning January 1, 2020, with the adoption of CECL, we calculated allowance for credit losses using current expected credit losses methodology. As of January 1, 2020, Old National increased the allowance for credit losses for loans by $41.3 million and increased the allowance for credit losses for unfunded loan commitments by $4.5 million, since the ASU covers credit losses over the expected life of a loan as well as considering future changes in macroeconomic conditions. The increase related to the acquired loan portfolio totaled $27.1 million.
Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses for loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses for loans held for investment is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit loss estimation process involves procedures to appropriately consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the
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allowance for credit losses has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses for loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios are classified into seven segments of loans - commercial, commercial real estate, BBCC, residential real estate, indirect, direct, and home equity. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow:
| Segment | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Statement | Portfolio | After | ||||||||
| (dollars in thousands) | Balance | Reclassifications | Reclassifications | |||||||
| December 31, 2021 | ||||||||||
| Commercial | $ | 3,391,769 | $ | (191,557) | $ | 3,200,212 | ||||
| Commercial real estate | 6,380,674 | (159,190) | 6,221,484 | |||||||
| BBCC | N/A | 350,747 | 350,747 | |||||||
| Residential real estate | 2,255,289 | — | 2,255,289 | |||||||
| Consumer | 1,574,114 | (1,574,114) | N/A | |||||||
| Indirect | N/A | 873,139 | 873,139 | |||||||
| Direct | N/A | 140,385 | 140,385 | |||||||
| Home equity | N/A | 560,590 | 560,590 | |||||||
| Total | $ | 13,601,846 | $ | — | $ | 13,601,846 | ||||
| December 31, 2020 | ||||||||||
| Commercial | $ | 3,956,422 | $ | (198,722) | $ | 3,757,700 | ||||
| Commercial real estate | 5,946,512 | (171,701) | 5,774,811 | |||||||
| BBCC | N/A | 370,423 | 370,423 | |||||||
| Residential real estate | 2,248,422 | — | 2,248,422 | |||||||
| Consumer | 1,635,123 | (1,635,123) | N/A | |||||||
| Indirect | N/A | 913,902 | 913,902 | |||||||
| Direct | N/A | 164,807 | 164,807 | |||||||
| Home equity | N/A | 556,414 | 556,414 | |||||||
| Total | $ | 13,786,479 | $ | — | $ | 13,786,479 |
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The following table details activity in our allowance for credit losses for loans for the years ended December 31:
| (dollars in thousands) | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Balance at beginning of period | $ | 131,388 | $ | 54,619 | |
| Impact of adopting ASC 326 | — | 41,347 | |||
| Loans charged-off: | |||||
| Commercial | 1,228 | 5,593 | |||
| Commercial real estate | 264 | 4,323 | |||
| BBCC | 144 | 95 | |||
| Residential real estate | 346 | 824 | |||
| Indirect | 1,087 | 2,754 | |||
| Direct | 1,159 | 1,763 | |||
| Home equity | 82 | 201 | |||
| Total charge-offs | 4,310 | 15,553 | |||
| Recoveries on charged-off loans: | |||||
| Commercial | 791 | 3,629 | |||
| Commercial real estate | 4,403 | 4,515 | |||
| BBCC | 105 | 140 | |||
| Residential real estate | 339 | 633 | |||
| Indirect | 1,682 | 1,922 | |||
| Direct | 777 | 819 | |||
| Home equity | 978 | 922 | |||
| Total recoveries | 9,075 | 12,580 | |||
| Net charge-offs (recoveries) | (4,765) | 2,973 | |||
| Provision for credit losses | (28,812) | 38,395 | |||
| Balance at end of period | $ | 107,341 | $ | 131,388 | |
| Average loans for the year (1) | $ | 13,766,590 | $ | 13,341,677 | |
| Asset Quality Ratios: | |||||
| Allowance/year-end loans (1) | 0.79 | % | 0.95 | % | |
| Allowance/average loans (1) | 0.78 | 0.98 |
(1)Loans exclude loans held for sale.
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The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31:
| (dollars in thousands) | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Commercial: | |||||
| Net charge-offs (recoveries) | $ | 437 | $ | 1,964 | |
| Average loans for the year | $ | 3,553,527 | $ | 3,520,397 | |
| Net charge-offs (recoveries)/average loans | 0.01 | % | 0.06 | % | |
| Commercial real estate: | |||||
| Net charge-offs (recoveries) | $ | (4,139) | $ | (192) | |
| Average loans for the year | $ | 6,022,408 | $ | 5,436,791 | |
| Net charge-offs (recoveries)/average loans | (0.07) | % | — | % | |
| BBCC: | |||||
| Net charge-offs (recoveries) | $ | 39 | $ | (45) | |
| Average loans for the year | $ | 355,310 | $ | 363,463 | |
| Net charge-offs (recoveries)/average loans | 0.01 | % | (0.01) | % | |
| Residential real estate: | |||||
| Net charge-offs (recoveries) | $ | 7 | $ | 191 | |
| Average loans for the year (1) | $ | 2,257,878 | $ | 2,336,428 | |
| Net charge-offs (recoveries)/average loans | — | % | 0.01 | % | |
| Indirect: | |||||
| Net charge-offs (recoveries) | $ | (595) | $ | 832 | |
| Average loans for the year | $ | 879,525 | $ | 935,233 | |
| Net charge-offs (recoveries)/average loans | (0.07) | % | 0.09 | % | |
| Direct: | |||||
| Net charge-offs (recoveries) | $ | 382 | $ | 944 | |
| Average loans for the year | $ | 150,620 | $ | 195,795 | |
| Net charge-offs (recoveries)/average loans | 0.25 | % | 0.48 | % | |
| Home equity: | |||||
| Net charge-offs (recoveries) | $ | (896) | $ | (721) | |
| Average loans for the year | $ | 547,322 | $ | 553,570 | |
| Net charge-offs (recoveries)/average loans | (0.16) | % | (0.13) | % | |
| Total loans: | |||||
| Net charge-offs (recoveries) | $ | (4,765) | $ | 2,973 | |
| Average loans for the year (1) | $ | 13,766,590 | $ | 13,341,677 | |
| Net charge-offs (recoveries)/average loans | (0.03) | % | 0.02 | % |
(1)Average loans exclude loans held for sale.
The allowance for credit losses was $107.3 million at December 31, 2021, compared to $131.4 million at December 31, 2020. The decrease in the allowance for credit losses reflected the improved economic forecast. There were no industry segments representing a significant share of total net charge-offs. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, with the adoption of CECL beginning on January 1, 2020, provision expense may become more volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
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Prior to January 1, 2020, we calculated allowance for loan losses using incurred losses methodology. The activity in our allowance for loan losses for the year ended December 31, 2019 was as follows:
| (dollars in thousands) | 2019 | |
|---|---|---|
| Balance at beginning of period | $ | 55,461 |
| Loans charged-off: | ||
| Commercial | 3,819 | |
| Commercial real estate | 2,846 | |
| Residential real estate | 661 | |
| Consumer credit | 7,463 | |
| Total charge-offs | 14,789 | |
| Recoveries on charged-off loans: | ||
| Commercial | 1,650 | |
| Commercial real estate | 3,774 | |
| Residential real estate | 146 | |
| Consumer credit | 3,630 | |
| Total recoveries | 9,200 | |
| Net charge-offs (recoveries) | 5,589 | |
| Provision for loan losses | 4,747 | |
| Balance at end of period | $ | 54,619 |
| Average loans for the year (1) | $ | 12,087,429 |
| Asset Quality Ratios: | ||
| Allowance/year-end loans (1) | 0.45 | % |
| Allowance/average loans (1) | 0.45 | |
| Net charge-offs (recoveries)/average loans | 0.05 |
(1)Loans exclude loans held for sale.
The following table details the allowance for credit losses for loans by loan category and the percent of loans in each category compared to total loans at December 31.
| 2021 | 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allowance Amount | % of Loans to Total Loans | Allowance Amount | % of Loans to Total Loans | |||||||
| Commercial | $ | 27,232 | 23.5 | % | $ | 30,567 | 27.3 | % | |||
| Commercial real estate | 64,004 | 45.8 | 75,810 | 41.9 | |||||||
| BBCC | 2,458 | 2.6 | 6,120 | 2.7 | |||||||
| Residential real estate | 9,347 | 16.6 | 12,608 | 16.3 | |||||||
| Indirect | 1,743 | 6.4 | 3,580 | 6.6 | |||||||
| Direct | 528 | 1.0 | 855 | 1.2 | |||||||
| Home equity | 2,029 | 4.1 | 1,848 | 4.0 | |||||||
| Total | $ | 107,341 | 100.0 | % | $ | 131,388 | 100.0 | % |
We maintain an allowance for credit losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses for loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for these credit losses is recorded as a component of other expense. The allowance for credit losses on unfunded loan commitments totaled $10.9 million at December 31, 2021, compared to $11.7 million at December 31, 2020.
Market Risk
Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.
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The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.
In managing interest rate risk, we, through our Funds Management Committee, a committee of the Board of Directors, establish guidelines, for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including:
•adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;
•changing product pricing strategies;
•modifying characteristics of the investment securities portfolio; or
•using derivative financial instruments, to a limited degree.
A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario. The base case scenario assumes that the balance sheet and interest rates are held at current levels. Interest rates are floored at 0.00% in the down 50 basis points scenario. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions.
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The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model as of December 31, 2021 and 2020:
| Immediate Rate Decrease | Immediate Rate Increase | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | -50 Basis Points | Base | +100 Basis Points | +200 Basis Points | +300 Basis Points | |||||||||
| December 31, 2021 | ||||||||||||||
| Projected interest income: | ||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 286,047 | $ | 306,020 | $ | 343,964 | $ | 380,103 | $ | 414,696 | ||||
| Loans | 836,118 | 867,676 | 1,007,875 | 1,151,879 | 1,291,113 | |||||||||
| Total interest income | 1,122,165 | 1,173,696 | 1,351,839 | 1,531,982 | 1,705,809 | |||||||||
| Projected interest expense: | ||||||||||||||
| Deposits | 14,032 | 23,628 | 108,236 | 193,024 | 277,809 | |||||||||
| Borrowings | 71,218 | 79,068 | 111,178 | 146,967 | 183,450 | |||||||||
| Total interest expense | 85,250 | 102,696 | 219,414 | 339,991 | 461,259 | |||||||||
| Net interest income | $ | 1,036,915 | $ | 1,071,000 | $ | 1,132,425 | $ | 1,191,991 | $ | 1,244,550 | ||||
| Change from base | $ | (34,085) | $ | 61,425 | $ | 120,991 | $ | 173,550 | ||||||
| % change from base | (3.18) | % | 5.74 | % | 11.30 | % | 16.20 | % | ||||||
| December 31, 2020 | ||||||||||||||
| Projected interest income: | ||||||||||||||
| Money market, other interest earning investments, and investment securities | $ | 262,254 | $ | 276,027 | $ | 304,939 | $ | 325,867 | $ | 343,376 | ||||
| Loans | 856,007 | 886,057 | 1,018,491 | 1,152,321 | 1,283,582 | |||||||||
| Total interest income | 1,118,261 | 1,162,084 | 1,323,430 | 1,478,188 | 1,626,958 | |||||||||
| Projected interest expense: | ||||||||||||||
| Deposits | 17,574 | 26,598 | 106,018 | 185,434 | 264,847 | |||||||||
| Borrowings | 63,262 | 67,864 | 103,057 | 137,662 | 173,915 | |||||||||
| Total interest expense | 80,836 | 94,462 | 209,075 | 323,096 | 438,762 | |||||||||
| Net interest income | $ | 1,037,425 | $ | 1,067,622 | $ | 1,114,355 | $ | 1,155,092 | $ | 1,188,196 | ||||
| Change from base | $ | (30,197) | $ | 46,733 | $ | 87,470 | $ | 120,574 | ||||||
| % change from base | (2.83) | % | 4.38 | % | 8.19 | % | 11.29 | % |
Our asset sensitivity increased year over year primarily due to deposit growth, higher mix of floating rate loans, and changes in our hedging strategies.
A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which have no contractual maturity dates. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested. At December 31, 2021, our projected net interest income sensitivity based on the asset/liability models we utilize was within the limits of our interest rate risk policy for the scenarios tested.
We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net asset position with a fair value of $1.3 million at December 31, 2021, compared to a net asset position with a fair value of $15.2 million at December 31, 2020. See Note 20 to the consolidated financial statements for further discussion of derivative financial instruments.
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Liquidity Risk
Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments, or may become unduly reliant on alternative funding sources. The Funds Management Committee of the Board of Directors establishes liquidity risk guidelines and, along with the Balance Sheet Management Committee, monitors liquidity risk. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, properly manage capital markets’ funding sources and to address unexpected liquidity requirements. On June 5, 2020, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are strongly influenced by interest rates, the housing market, general and local economic conditions, and competition in the marketplace. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.
A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2021.
| (dollars in thousands) | |||||
|---|---|---|---|---|---|
| Maturity Bucket | Amount | Rate | |||
| 2022 | $ | 663,230 | 0.27 | % | |
| 2023 | 149,526 | 0.74 | |||
| 2024 | 86,502 | 0.85 | |||
| 2025 | 33,469 | 0.66 | |||
| 2026 | 23,165 | 0.59 | |||
| 2027 and beyond | 4,521 | 1.03 | |||
| Total | $ | 960,413 | 0.42 | % |
Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings. Moody’s Investors Service places us in an investment grade that indicates a low risk of default. For both Old National and Old National Bank:
•Moody’s Investors Service affirmed the Long-Term Rating of “A3” for Old National’s senior unsecured/issuer rating on February 17, 2021.
•Moody’s Investors Service affirmed Old National Bank’s long-term deposit rating of “Aa3” on February 17, 2021. The bank’s short-term deposit rating was affirmed at “P-1” and the bank’s issuer rating was affirmed at “A3.”
Moody’s Investors Service concluded a rating review of Old National Bank on February 17, 2021. The rating outlook from Moody’s Investors Service was moved from “Stable” to “Ratings Under Review” on June 2, 2021 due to the merger announced June 1, 2021.
The credit ratings of Old National and Old National Bank at December 31, 2021 are shown in the following table.
| Moody's Investors Service | ||
|---|---|---|
| Long-term | Short-term | |
| Old National | A3 | N/A |
| Old National Bank | Aa3 | P-1 |
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Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At December 31, 2021, Old National and its subsidiaries had the following availability of liquid funds and borrowings:
| (dollars in thousands) | Parent Company | Subsidiaries | |||
|---|---|---|---|---|---|
| Available liquid funds: | |||||
| Cash and due from banks | $ | 107,900 | $ | 714,119 | |
| Unencumbered government-issued debt securities | — | 3,426,534 | |||
| Unencumbered investment grade municipal securities | — | 1,082,926 | |||
| Unencumbered corporate securities | — | 157,842 | |||
| Availability of borrowings: | |||||
| Amount available from Federal Reserve discount window* | — | 429,431 | |||
| Amount available from Federal Home Loan Bank Indianapolis* | — | 428,863 | |||
| Total available funds | $ | 107,900 | $ | 6,239,715 |
* Based on collateral pledged
Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2021, Old National Bancorp’s other borrowings outstanding were $213.6 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Federal banking laws regulate the amount of dividends that may be paid by banking subsidiaries without prior approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2020 or 2021 and is not currently required. At December 31, 2021, Old National Bank could pay dividends of $268.1 million without prior regulatory approval.
Operational/Technology/Cybersecurity Risk
Operational/technology/cybersecurity risk is the danger that inadequate information systems, operational problems, breaches in internal controls, information security breaches, fraud, or unforeseen catastrophes will result in unexpected losses and other adverse impacts to Old National, such as reputational harm. We maintain frameworks, programs, and internal controls to prevent or minimize financial loss from failure of systems, people, or processes. This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyber-attacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information. Metrics and measurements are used by our management team in the management of day-to-day operations to ensure effective client service, minimization of service disruptions, and oversight of cybersecurity risk. We continually monitor and report on operational, technology, and cybersecurity risks related to business disruptions and systems failures; cyber-attacks, information security or data breaches; clients, products, and business practices; damage to physical assets; employee and workplace safety; execution, delivery, and process management; and external and internal fraud.
The Enterprise Risk Management Committee of the Board of Directors is responsible for the oversight, guidance, and monitoring of risks, including operational/technology/cybersecurity risks, being taken by the Company. The monitoring is accomplished through ongoing review of management reports, data on risks and policy limits, and consistent discussion on enterprise risk management strategies, policies, and risk assessments.
Regulatory/Compliance/Legal Risk
Regulatory/compliance/legal risk is the risk that the Company violated or was not in compliance with applicable laws, regulations or practices, industry standards, or ethical standards. The legal portion assesses the risk that unenforceable contracts, lawsuits, or adverse judgments can disrupt or otherwise negatively impact the
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Company. The Board of Directors expects that we will perform business in a manner compliant with applicable laws and/or regulations and expects issues to be identified, analyzed, and remediated in a timely and complete manner.
MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES
The following table presents our material fixed and determinable contractual obligations and significant commitments at December 31, 2021. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.
| Payments Due In | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Note Reference | One Year or Less | Over One Year | Total | |||||
| Deposits without stated maturity | $ | 17,608,782 | $ | — | $ | 17,608,782 | |||
| IRAs, consumer, and brokered certificates of deposit | 11 | 663,230 | 297,183 | 960,413 | |||||
| Securities sold under agreements to repurchase | 12 | 392,275 | — | 392,275 | |||||
| Federal Home Loan Bank advances | 13 | 27,500 | 1,858,519 | 1,886,019 |
We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 20 to the consolidated financial statements.
In the normal course of business, various legal actions and proceedings are pending against us and our affiliates which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is included in Note 21 to the consolidated financial statements.
In addition, liabilities recorded under FASB ASC 740-10 (FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109) are not included in the table because the amount and timing of any cash payments cannot be reasonably estimated. Further discussion of income taxes and liabilities is included in Note 16 to the consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES
Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities, and we consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.
The following accounting policies materially affect our reported earnings and financial condition and require significant judgments and estimates. Management has reviewed these critical accounting estimates and related disclosures with our Audit Committee.
Goodwill
•Description. For acquisitions, we are required to record the assets acquired, including identified intangible assets such as goodwill, and the liabilities assumed at their fair value. These often involve estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques that may include estimates of attrition, inflation, asset growth rates, or other relevant factors. The carrying value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill.
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•Judgments and Uncertainties. The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors.
•Effect if Actual Results Differ From Assumptions. Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of goodwill and could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides.
•Pandemic. A prolonged COVID-19 outbreak, or any other epidemic that harms the global economy, U.S. economy, or the economies in which we operate could adversely affect our operations. Based on the required annual impairment test as of August 31, 2021, we have concluded that our goodwill was not impaired. On a quarterly basis, we will continue to evaluate our qualitative assessment assumptions, which are subject to risks and uncertainties, including: (1) forecasted revenues, expenses, and cash flows; (2) current discount rates; (3) our market capitalization; (4) observable market transactions and multiples; (5) changes to the regulatory environment; and (6) the nature and amount of government support that has been and is expected to be provided in the future. A prolonged economic downturn or deterioration in the economic outlook may lead management to conclude that an interim quantitative impairment test of our goodwill is required prior to the annual impairment test conducted on August 31.
Allowance for Credit Losses for Loans
•Description. The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods.
The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries.
•Judgments and Uncertainties. We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method. The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as reserve. Expected cashflows are created using a combination of contractual payment schedules, calculated PDs, LGD and prepayment assumptions as well as qualitative factors. For the commercial and commercial real estate loans, the PD is forecast using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon. For residential and consumer loans, the PD is forecast using a regression model to determine the likelihood of a loan being charged-off within the time horizon. The regression models use combinations of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, and house price index. The LGD is defined as credit loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts.
•Effect if Actual Results Differ From Assumptions. The allowance represents management’s best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated changes could have a significant impact on results of operations.
One of the most significant judgments used in determining the allowance for credit losses is the macroeconomic forecast provided by a third party. The economic indices sourced from the macroeconomic forecast and used in projecting loss rates include the national unemployment rate, changes in commercial real estate prices, changes in home values, and changes in the United States gross domestic product. The economic index used in the calculation to which the calculation may be most sensitive is the national unemployment rate. Each reporting period, several macroeconomic forecast scenarios are considered by
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management. Management selects the macroeconomic forecast that is most reflective of expectations at that point in time. Changes in the macroeconomic forecast, especially for the national unemployment rate, could significantly impact the calculated estimated credit losses.
The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses for loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.
Derivative Financial Instruments
•Description. As part of our overall interest rate risk management, we use derivative instruments to reduce exposure to changes in interest rates and market prices for financial instruments. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income. Management believes hedge effectiveness is evaluated properly in preparation of the financial statements. All of the derivative financial instruments we use have an active market and indications of fair value can be readily obtained. We are not using the “short-cut” method of accounting for any fair value derivatives.
•Judgments and Uncertainties. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items.
•Effect if Actual Results Differ From Assumptions. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income. However, if in the future the derivative financial instruments used by us no longer qualify for hedge accounting treatment, all changes in fair value of the derivative would flow through the consolidated statements of income in other noninterest income, resulting in greater volatility in our earnings.
Income Taxes
•Description. We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. We review income tax expense and the carrying value of deferred tax assets quarterly; and as new information becomes available, the balances are adjusted as appropriate. FASB ASC 740-10 (FIN 48) prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. See Note 16 to the consolidated financial statements for a further description of our provision and related income tax assets and liabilities.
•Judgments and Uncertainties. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.
•Effect if Actual Results Differ From Assumptions. Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which reserves have been established, or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our effective income tax rate in the period of resolution.
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Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and the Audit Committee has reviewed our disclosure relating to it in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”