OLD NATIONAL BANCORP IN

RESULTS OF OPERATIONS

The following table sets forth certain income statement information of Old National:

(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 revenues for the six months ended June 30, 2024. 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 held its interest rates steady during the second quarter of 2024 and increased interest rates compared to June 30, 2023. The Federal Reserve’s Federal Funds Rate is currently in a target range of 5.25% to 5.50%, with the Effective Federal Funds Rate of 5.33% at June 30, 2024 compared to 5.08% at June 30, 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.

The following tables presents the average balance sheet for each major asset and liability category, its related interest income and yield, or its expense and rate.

(1)Interest income is reflected on a fully taxable equivalent basis.

(2)Includes loans held-for-sale.

(1)Interest income is reflected on a fully taxable equivalent basis.

(2)Includes loans held-for-sale.

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.

(1)The variance not solely due to rate or volume is allocated equally between the rate and volume variances.

(2)Interest income on investment securities includes taxable equivalent adjustments of $2.8 million and $5.6 million during the three and six months ended June 30, 2024, respectively, using the federal statutory rate in effect of 21%.

(3)Interest income on loans includes taxable equivalent adjustments of $3.5 million and $7.0 million during the three and six months ended June 30, 2024, respectively, using the federal statutory rate in effect of 21%.

The increase in net interest income for the three months ended June 30, 2024 when compared to the same period in 2023 was driven by the acquisition of CapStar and loan growth as well as higher rates on loans, partially offset by higher costs and balances of average interest-bearing liabilities. The decrease in net interest income for the six months ended June 30, 2024 when compared to the same period in 2023 was primarily due to higher costs and balances of average interest-bearing liabilities, partially offset by higher rates on loans as well as loan growth. Accretion income associated with acquired loans and borrowings totaled $11.6 million and $16.7 million for the three and six months ended June 30, 2024, respectively, compared to $6.6 million and $14.5 million for the same periods in 2023.

The decrease in the net interest margin on a fully taxable equivalent basis for the three and six months ended June 30, 2024 compared to the same periods in 2023 was primarily due to higher costs of interest-bearing liabilities, partially offset by higher yields on interest earning assets. The yield on interest earning assets increased 55 basis points and the cost of interest-bearing liabilities increased 96 basis points in the three months ended June 30, 2024 compared to the same quarter a year ago. The yield on interest earning assets increased 61 basis points and the cost of interest-bearing liabilities increased 112 basis points in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Accretion income represented 10 basis points and 7 basis points of the net interest margin in the three and six months ended June 30, 2024, respectively, compared to 6 basis points and 7 basis points in the three and six months ended June 30, 2023, respectively.

Average earning assets were $47.4 billion and $43.1 billion for the three months ended June 30, 2024 and 2023, respectively, an increase of $4.3 billion, or 10%, primarily due to loans and securities acquired in the CapStar transaction as well as strong loan growth. Average earning assets were $45.8 billion and $42.5 billion for the six months ended June 30, 2024 and 2023, respectively, an increase of $3.3 billion, or 8%, primarily due to loans and securities acquired in the CapStar transaction as well as strong loan growth.

Average loans, including loans held-for-sale, increased $3.8 billion and $2.9 billion for the three and six months ended June 30, 2024, respectively, when compared to the same periods in 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.

Average noninterest-bearing deposits decreased $1.2 billion while average interest-bearing deposits increased $6.2 billion for the three months ended June 30, 2024 when compared to the same period in 2023 reflecting a mix shift as a result of the current rate environment, deposits assumed in the CapStar transaction, and organic growth. Average noninterest-bearing deposits decreased $1.7 billion while average interest-bearing deposits increased $5.3 billion for the six months ended June 30, 2024 when compared to the same period in 2023 reflecting a mix shift as a result of the current rate environment, deposits assumed in the CapStar transaction, and organic growth. Deposits assumed in the CapStar transaction totaled $2.6 billion.

Provision for Credit Losses

The following table details the components of the provision for credit losses:

Total provision for credit losses on loans increased in the three and six months ended June 30, 2024 compared to the same periods in 2023 reflecting loan growth and macroeconomic factors. In addition, the provision for credit losses on loans in the three and six months ended June 30, 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.

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. The following table details the components in noninterest income:

Noninterest income increased $5.6 million and $12.5 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023 primarily due to the acquisition of CapStar on April 1, 2024. In addition, noninterest income for the six months ended June 30, 2023 was impacted by $5.2 million of net losses on sales of debt securities.

Mortgage banking revenue increased $2.9 million and $4.0 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023 primarily due to higher mortgage originations and increased loan sales.

Capital markets income decreased $1.4 million and $5.5 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023 primarily due to lower levels of commercial real estate client interest rate swap fees.

Other income decreased $1.6 million for the three months ended June 30, 2024 compared to the same period in 2023 primarily due to lower gains on sales of other assets, partially offset by additional other income associated with the acquisition of CapStar.

Noninterest Expense

The following table details the components in noninterest expense:

Noninterest expense included $19.4 million and $2.4 million of merger-related expenses for the three months ended June 30, 2024 and 2023, respectively. In addition the three months ended June 30, 2023 included $3.4 million of expenses related to the Louisville tragedy and $0.2 million for property optimization charges. Excluding these expenses, noninterest expense increased to $263.6 million for the three months ended June 30, 2024, compared to $240.6 million for the three months ended June 30, 2023. This increase was driven by the additional operating costs associated with the acquisition of CapStar, as well as higher salary and employee benefits reflective of merit increases.

Noninterest expense for the six months ended June 30, 2024 included $22.3 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, and $3.0 million for the FDIC special assessment. Noninterest expense for the six months ended June 30, 2023 included $16.9 million of merger-related expenses, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization charges. Excluding these expenses, noninterest expense increased to $506.7 million for the six months ended June 30, 2024, compared to $475.4 million for the six months ended June 30, 2023. This increase was driven by the additional operating costs associated with the acquisition of CapStar, as well as higher salary and employee benefits reflective of merit increases.

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% and 21.9% for the three and six months ended June 30, 2024, respectively, compared to 23.4% and 22.8% for the three and six months ended June 30, 2023, respectively. The decreases in the effective tax rates for the three and six months ended June 30, 2024 when compared to the three and six months ended June 30, 2023 reflected decreases in pre-tax book income and state income taxes combined with an increase in tax credits. See Note 14 to the consolidated financial statements for additional information.. In accordance with ASC 740-270, Accounting for Interim Reporting, the provision for income taxes was recorded at June 30, 2024 based on the current estimate of the effective annual rate.