OLD NATIONAL BANCORP /IN/ 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Old National’s Common Stock is traded on the NASDAQ under the ticker symbol “ONB.” There were 34,880 shareholders of record as of December 31, 2020. Old National did not sell any equity securities during 2020 that were not registered under the Securities Act. The following table summarizes the purchases of Common Stock made by Old National during the fourth quarter of 2020: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 10/1/20 - 10/31/20 383 $12.59 — 2,099,459 11/1/20 - 11/30/20 738 13.98 — 2,099,459 12/1/20 - 12/31/20 2,132 16.21 — 2,099,459 Total 3,253 $15.27 — 2,099,459 In the first quarter of 2020, the Board of Directors approved the repurchase of up to 7.0 million shares of the Company’s Common Stock to be repurchased, as conditions warrant, through January 31, 2021. During the year ended December 31, 2020, Old National also repurchased a limited number of shares associated with employee share-based incentive programs. On January 28, 2021, the Board of Directors declared a quarterly cash dividend of $0.14 per common share. The Board of Directors also approved the adoption of a stock repurchase plan that authorizes the repurchase of up to $100 million of shares of Common Stock, as conditions warrant, through January 31, 2022. EQUITY COMPENSATION PLAN INFORMATION The following table contains information concerning the Amended and Restated 2008 Incentive Compensation Plan approved by the Company’s shareholders, as of December 31, 2020. Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders 1,509,777 $14.40 2,915,531 Equity compensation plans not approved by security holders — — — Total 1,509,777 $14.40 2,915,531 At December 31, 2020, 2.9 million shares remain available for issuance under the Amended and Restated 2008 Incentive Compensation Plan. 28 The following table compares cumulative five-year total shareholder returns, assuming reinvestment of dividends, for our Common Stock to cumulative total returns of a broad-based equity market index and two published industry indices. The comparison of shareholder returns (change in December year end stock price plus reinvested dividends) for each of the periods assumes that $100 was invested on December 31, 2015, in common stock of each of the Company, the S&P Small Cap 600 Index, the NYSE Financial Index and the SNL Bank and Thrift Index, with investment weighted on the basis of market capitalization. 29 ITEM 6. SELECTED FINANCIAL DATA (dollars and shares in thousands, except per share data) 2020 2019 2018 2017 2016 Operating Results Net interest income $ 596,094 $ 604,273 $ 537,602 $ 437,168 $ 402,703 Taxable equivalent adjustment (1) 13,586 12,940 11,394 23,091 21,293 Net interest income - tax equivalent basis 609,680 617,213 548,996 460,259 423,996 Provision for loan losses (2) 38,395 4,747 6,966 3,050 960 Noninterest income 239,274 199,317 195,305 183,382 252,830 Noninterest expense 541,417 508,487 517,261 448,836 454,147 Net income 226,409 238,206 190,830 95,725 134,264 Common Share Data (3) Weighted average diluted shares 166,177 172,687 156,539 138,513 128,301 Net income (diluted) $ 1.36 $ 1.38 $ 1.22 $ 0.69 $ 1.05 Cash dividends 0.56 0.52 0.52 0.52 0.52 Common dividend payout ratio (4) 41 % 37 % 42 % 75 % 50 % Book value at year-end $ 17.98 $ 16.82 $ 15.36 $ 14.17 $ 13.42 Stock price at year-end 16.56 18.29 15.40 17.45 18.15 Balance Sheet Data (at December 31) Loans (5) $ 13,849,729 $ 12,164,422 $ 12,258,803 $ 11,136,051 $ 9,101,194 Total assets 22,960,622 20,411,667 19,728,435 17,518,292 14,860,237 Deposits 17,037,453 14,553,397 14,349,949 12,605,764 10,743,253 Borrowings 2,676,554 2,744,728 2,493,793 2,578,204 2,152,086 Shareholders' equity 2,972,656 2,852,453 2,689,570 2,154,397 1,814,417 Performance Ratios Return on average assets 1.04 % 1.19 % 1.07 % 0.63 % 0.98 % Return on average common shareholders' equity 7.87 8.57 8.42 4.98 7.84 Net interest margin (6) 3.18 3.55 3.54 3.48 3.58 Efficiency ratio (6) 62.91 60.35 67.74 68.87 65.82 Asset Quality (7) Net charge-offs (recoveries) to average loans 0.02 % 0.05 % 0.02 % 0.03 % 0.04 % Allowance for loan losses to ending loans (2) 0.95 0.45 0.45 0.45 0.55 Allowance for loan losses (2) $ 131,388 $ 54,619 $ 55,461 $ 50,381 $ 49,808 Underperforming assets (8) 166,579 147,489 179,425 154,220 164,657 Allowance for loan losses to nonaccrual loans (2) 89.17 % 43.21 % 35.22 % 40.33 % 37.90 % Other Data Full-time equivalent employees 2,445 2,709 2,892 2,801 2,733 Banking centers 162 192 191 191 203 (1) Calculated using the federal statutory tax rate in effect of 21% for 2018 - 2020 and 35% for 2016 - 2017. (2) Beginning January 1, 2020, calculation is based on current expected loss methodology. Prior to January 1, 2020, calculation is based on incurred loss methodology. (3) Diluted data assumes the exercise of stock appreciation rights and the vesting of restricted stock. (4) Cash dividends per share divided by net income per share (basic). (5) Includes loans held for sale. (6) Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for reconciliations to GAAP financial measures. (7) Excludes loans held for sale. (8) Includes nonaccrual loans, TDRs still accruing, loans 90 days past due still accruing, and other real estate owned. 30