Old National Bancorp (ONB) 8-K Regulation FD Disclosure

Investment Thesis

Financial Data as of 09-30-15

Dated: November 9, 2015

Exhibit 99.1

Investment Thesis

Executive Summary

Slides 2 to 12

Financial Data as of 09-30-15

Dated: November 9, 2015

Forward-Looking Statement

This presentation contains certain forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995.  These statements include, but are not limited to, descriptions

of Old National Bancorp’s (“Old National’s”) financial condition, results of operations, asset and credit

quality trends and profitability.  Forward-looking statements can be identified by the use of the words

“anticipate,” “believe,” “expect,” “intend,” “could” and “should,” 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 and there are a number of factors that

could cause actual results to differ materially from those in such statements.  Factors that might cause

such a difference include, but are not limited to: expected cost savings, synergies and other financial

benefits from the recently completed mergers might not be realized within the expected timeframes and

costs or difficulties relating to integration matters might be greater than expected; expected cost

savings in connection with recent branch divestitures may not be fully realized, and deposit attrition,

customer loss, and revenue loss may be greater than expected; market, economic, operational,

liquidity, credit and interest rate risks associated with Old National’s business; competition;

government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and

Consumer Protection Act and its related regulations); ability of Old National to execute its business

plan; changes in the economy which could materially impact credit quality trends and the ability to

generate loans and gather deposits; failure or circumvention of our internal controls; failure or

disruption of our information systems; significant changes in accounting, tax or regulatory practices or

requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; disruptive

technologies in payment systems and other services traditionally provided by banks; computer hacking

and other cybersecurity threats; other matters discussed in this presentation and other factors

identified in our Annual Report on Form 10-K and other periodic filings with the SEC.  These forward-

looking statements are made only as of the date of this presentation, and Old National does not

undertake an obligation to release revisions to these forward-looking statements to reflect events or

conditions after the date of this presentation.

3

Non-GAAP Financial Measures

These slides contain non-GAAP financial measures. For purposes of

Regulation G, a non-GAAP financial measure is a numerical measure of the

registrant's historical or future financial performance, financial position or

cash flows that excludes amounts, or is subject to adjustments that have the

effect of excluding amounts, that are included in the most directly comparable

measure calculated and presented in accordance with GAAP in the statement

of income, balance sheet or statement of cash flows (or equivalent statements)

of the registrant; or includes amounts, or is subject to adjustments that have

the effect of including amounts, that are excluded from the most directly

comparable measure so calculated and presented.   In this regard, GAAP

refers to generally accepted accounting principles in the United States. 

Pursuant to the requirements of Regulation G, Old National Bancorp has

provided reconciliations within the slides, as necessary, of the non-GAAP

financial measure to the most directly comparable GAAP financial measure.

4

Snapshot of Old National

•

Largest financial services bank holding company headquartered in Indiana with

financial centers located in Indiana, Kentucky and Michigan

–

164 financial centers

–

185 ATMs

•

Focused on community banking with a full suite of product offerings:

–

Retail and small business

–

Wealth management

–

Mortgage

•

Guided by three strategic imperatives

–

Strengthen the risk profile

–

Enhance management discipline

–

Achieve consistent quality earnings

Source: SNL Financial, Company filings, FactSet

Estimates

Note: Market data as of November 3, 2015; financial information as of September 30, 2015.

Summary Overview

Company Description

Headquarters

Evansville, IN

Market Cap (millions)

$ 1,639

2016E P / E

13.8x

P / TBV

192%

Dividend Yield

3.4%

LTM Average Daily Volume

616,046

Total Assets

$ 11,915

Trust Assets Under Management

$8,202

Total Core Deposits

$ 8,561

3Q15 ROAA

1.26 %

$ in millions, except noted

–

Investment services

–

Capital markets

–

Insurance

Asset Mix

Liability Mix

3Q15 Revenue Breakdown

5

Investment Thesis

•

Attractive footprint that offers both leading share in mature markets and

room to expand in higher growth markets

•

Consistent financial performance with distinct revenue streams and

actions taken to improve efficiency

•

Diverse loan portfolio with growth accelerating while maintaining

strong credit metrics

•

Disciplined acquisitions that are exceeding expectations with robust

future opportunities

•

Steward of capital –

organic growth, dividend / share repurchases, and

acquisitions

•

Achieving strategic imperatives

6

Commitment to Excellence

7

Old National’s Landscape

8

Unemployment Rates in Top Growth Markets

9

5.2

5.0

5.4

4.7

5.1

4.3

5.3

4.6

4.4

5.7

3.8

3.8

4.3

3.6

4.0

3.5

3.9

3.3

3.1

4.9

Unemployment Rate

(Not Seasonally Adjusted %)

Sep-14

Sep-15

•

Unemployment rates have consistently been below the national

average

Reported net income of $37.7 million, or $.33 per share

50% increase in EPS

Continue to grow organic revenue

5.6% annualized loan growth, net of branch sales and change in covered loans

Stable Core Net Interest Margin

1

Improve operating leverage

3.5% decline in operational expenses

2

Adjusted Efficiency Ratio

3

of 67.2%

Completed branch sales in mid-August

Prudent use of capital

694,000 shares of stock repurchased

306,000 shares remaining under current authorization

Tangible Common Equity

3

of 7.56%

Increase in Tangible Book Value

3

of 3.8%

1

See

slide

24

for

definition

of

core

net

interest

margin

2

See

slide

33

for

definition

of

operational

expenses

3

Non-GAAP

financial

measure

which

Management

believes

is

useful

in

evaluating

the

financial

results

of

the

Company

–

see

Appendix

for

Non-GAAP

reconciliation

10

3Q15 Highlights vs. 2Q15

3Q15 Adjusted Net Income

Adjusted Net Income excludes acquisition, divestiture charges & net gain on branch divestitures –

see Appendix for Non-GAAP reconciliation

1

Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company –

see Appendix for Non-GAAP

reconciliation

3Q15

ROA of .99%

1

ROTCE of 15.0%

1

The Durbin Amendment to the Dodd-Frank Act became effective for Old National

beginning July 1, 2015, reducing 3Q15 interchange income by $2.7 million.

$0.28

$0.26

3Q14

3Q15

Adjusted Earnings Per Share

$31.5

$29.4

3Q14

3Q15

Adjusted Net Income

11

3Q15 vs. 2Q15 Adjusted Highlights

12

•

Solid fundamentals driven by disciplined execution

EPS     

+4% Q/Q

TBV       

+4% Q/Q

Adjusted Net Income, Operational Expenses and Adjusted Efficiency Ratio excludes acquisition, divestiture charges & net gain on branch divestitures –

see Appendix for Non-GAAP reconciliations                                                                                                         

1

Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company –

see Appendix for Non-GAAP

reconciliations                                                                $ in millions, except per share data

The

Durbin

Amendment

to

the

Dodd-Frank

Act

became

effective

for

Old

National

beginning

July 1, 2015, reducing 3Q15 interchange income by $2.7 million.

Impacting the Balance Sheet during 3Q15 was the completion of two sales, totaling 17

banking centers, $193.6 million in loans and $555.8 million in deposits.

vs. 2Q15

vs. 2Q15

Adjusted Earnings Per Share

$0.26

4.0%

Tangible Book Value Per Share

$7.45

3.8%

Core Net Interest Margin

3.14%

- 1 bp

EOP Assets

$11,915.2

-1.3%

Total Revenue (FTE) (less gains)

$146.4

-3.6%

EOP Earning Assets

$10,343.1

-1.2%

Operational Expenses

$100.6

-3.5%

EOP Total Loans, including LHFS

$6,866.7

-1.7%

Adjusted Net Income

$29.4

-1.3%

EOP Core Deposits

$8,561.1

-2.3%

Shares Outstanding

115.153

-0.9%

EOP Tangible Common Equity

$853.2

3.1%

Adjusted Efficiency Ratio

67.2%

+ 30 bps

Tangible Common Equity Ratio

7.56%

+ 33 bps

Net Charge-Offs/Average Loans

-0.05%

+ 11 bps

Nonperforming Assets Ratio

2.26%

-42 bps

Financial Highlights

Balance Sheet

1

1

1

1

1

1

1

1

1

Investment Thesis

Financial Data as of 09-30-15

Dated: November 9, 2015

Total Loan Growth

$ in millions –

End of Period

1

Includes Loans Held for Sale and Covered Loans and net of branch sales

Loan growth

predominantly in

footprint, not

syndicated deals, 

participations or

acquired

14

$6,983.7

$6,866.7

$98.0

($193.6)

($21.4)

June 30, 2015

Sold Loans

Change in

Covered Loans

Organic Growth

September 30,

2015

1

1

Commercial & Commercial Real Estate

Loans

$378.0

$373.2

2Q15

3Q15

$ in millions

1

New

Quarterly

Production

includes

50%

credit

for

line

of

credit

unfunded

commitments

2

Yield

is

based

on

funded

balances

only

3.37%

3.40%

2Q15

3Q15

New

Quarterly

Production

Production Yield

2

Average loan size of 3Q15 production is less than $450,000

$356

$299

$341

$106

$210

$183

$115

$232

$178

$577

$740

$702

3Q14

2Q15

3Q15

Discussed

Proposed

Accepted

Loan Pipeline

15

1

Loan Production & Yield Trends

$ in millions

New quarterly production includes unfunded commitments –

Yield is based on funded balances only

Residential Mortgage

Consumer Direct

Consumer Indirect

16

Loan Concentrations –

Excluding Covered Loans

As of September 30, 2015

Commercial

Commercial Real Estate

17

Healthcare/Social

Services, 8%

Public Admin, 9%

Manufacturing,

14%

Educational

Services, 8%

Wholesale Trade,

8%

Retail, 6%

Other, 20%

Real Estate Rental

& Leasing, 5%

Agriculture, 7%

Construction &

Land Dev, 7%

Finance &

Insurance, 4%

Professional 

Services, 4%

Industrial-Owner

Occupied

5%

Industrial-Non

Owner Occupied

5%

Retail-Owner

Occupied

5%

Retail-Non Owner

Occupied

9%

Office-Non Owner

Occupied

11%

Office-Owner

Occupied

9%

Multifamily

10%

Acquisition &

Development

2%

Construction

16%

Other

3%

Family Rental

4%

Other-Owner

Occupied

12%

Other-Non Owner

Occupied

9%

Diversified Commercial Loan Portfolio

$ in millions

Credit Quality

$142.3

$167.8

$140.7

3Q14

2Q15

3Q15

Substandard Nonaccruing + Doubtful

Loans

$175.8

$173.9

$141.2

3Q14

2Q15

3Q15

Special Mention Loans

$102.8

$88.7

$111.2

3Q14

2Q15

3Q15

Substandard Accruing Loans

18

Net Charge-Offs / Provision

$ in millions

0.03%

0.06%

-0.05%

$2.6

$2.3

$0.2

-$1.0

$0.0

$1.0

$2.0

$3.0

-0.1%

0.0%

0.1%

0.2%

0.3%

3Q14

2Q15

3Q15

Net Charge-Offs / Provision

NCOs

Provision for Loan Losses

YTD net recoveries of

$0.9 million & YTD

provision expense of

$2.4 million

19

Credit Quality –

ALLL and Mark Summary

$ in millions

1

Non-GAAP financial measure which Management believes useful to demonstrate that the remaining discount  considers credit risk and

should be included as part of total coverage         N/A = not applicable

20

Conservative Lending Limits/Risk Grades

Borrower

1

Asset Quality Rating

(Risk Grades)

In-House Lending Limit

1

($ in millions)

0 –

Investment Grade

$30

1 –

Minimal Risk

$25

2 –

Modest Risk

$25

3 –

Average Risk

$22.5

4 –

Monitor

$15

5 –

Weak Monitor

$10

6 –

Watch

$7.5

7 –

Criticized (Special Mention)

$5

In-house lending limits conservative relative to ONB’s legal lending limit

at 09-30-15 of $158.3 million per borrower

1

Includes entire relationship with borrower

Borrower

1

Asset Quality Rating

(Risk Grades)

8 –

Classified (Problem)

9 –

Nonaccrual

21

0.00

2.00

4.00

6.00

8.00

10.00

12.00

Total

ABS

Corporates

Municipals

CMOs

Pools

Agencies

Treasuries

4.04

0.00

5.11

9.71

3.07

5.13

3.29

0.00

Duration of Purchases

Investment Portfolio Purchases 3Q15

1

1

Data as of September 30, 2015

22

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

Total

ABS

Corporates

Municipals

CMOs

Pools

Agencies

Treasuries

2.19%

0.00%

2.66%

4.87%

1.86%

2.77%

1.67%

0.00%

T/E Book Yield of Purchases

Q3 2015 Purchases-

Book Value

Treasuries

-

Agencies

106,221,961

Pools

6,780,313

CMOs

113,771,900

Municipals

31,060,495

Corporates

8,611,898

ABS

-

Equity

-

Total

266,446,567

Investment Portfolio

1

Includes market value for both available-for-sale and held-to-maturity securities

23

$ in millions

Book

Value   

Jun 30,

2015

Book

Value   

Sep 30,

2015

Market

Value1  

Jun 30,

2015

Market

Value

1  

Sep 30,

2015

Market

Value $

Change

Federal National Mortgage Association

$412.6

$340.8

$414.5

$343.5

Federal Home Loan Mortgage Corporation

242.6

186.5

241.5

186.6

Federal Farm Credit Bank

53.8

53.7

53.5

54.1

Federal Home Loan Bank and Other

135.5

205.4

135.0

205.4

Subtotal U.S. Government Agencies-Senior

Debentures

$844.5

$786.4

$844.5

$789.6

($54.9)

U.S. Treasury

$12.0

$12.0

$12.2

$12.2

Mortgage Backed Securities

$1,120.7

$1,145.0

$1,124.5

$1,154.9

$30.4

Trust Preferred

27.2

27.2

15.9

15.9

Other Corporate

323.9

291.7

322.3

288.6

Subtotal Corporate Securities

$351.1

$318.9

$338.2

$304.5

($33.7)

Municipal Securities –

Taxable

$195.8

$195.2

$235.0

$242.5

$7.5

Municipal Securities –

Tax Exempt

$849.3

$877.3

$850.6

$883.4

$32.8

Federal Reserve, FHLB Stock, Other Securities

$106.5

$121.1

$106.5

$121.1

$14.6

Totals

$3,479.9

$3,455.9

$3,511.5

$3,508.2

($3.3)

Net Interest Margin

1

24

1

Fully taxable equivalent basis, non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company –

see Appendix for Non-GAAP reconciliation

2

ONB Core includes contractual interest income of Monroe, Integra, IN Community, Tower, United, Lafayette and Founders loans

2

Acquired Loans

25

$

in

millions

–

as

of

September

30,

2015

1

$14 million is considered nonaccrual

PCI = Purchased Credit Impaired

1

$36.9

$57.5

$59.0

$86.6

$56.7

$29.5

$20.4

$(0.4)

$3.4

$9.3

$43.2

$10.8

$0.7

$0.4

2011

2012

2013

2014

2015

2016

2017

Projected Accretion Income

Projected Purchase Accounting Impact

Actual Accretion

Projected Accretion

1

Actual Discount

Projected Discount

1

$ in millions                                                                                                

1

Projections assume no prepayments –

updated quarterly –

subject to change     

IA = Indemnification Asset

Manageable declines in purchase accounting impact expected in future periods

Actual IA Amortization

Projected IA Amortization

1

Net Income Statement Contribution

$252.9

$224.1

$146.1

$148.5

$108.6

$79.1

$58.7

2011

2012

2013

2014

2015

2016

2017

Projected Remaining Discount

26

$ in thousands

Change to Net Interest Income based on a one year time horizon

Refer to slide 29 for rate curves

22.2% of total non-interest

bearing DDA are considered rate

sensitive

41% of C&I and CRE loans

reprice within one year

16% of loans have floors; less

than 1% of these loans are

currently below their floor rates

Investment portfolio duration of

4.03 at 09/30/15, down from 4.23

at 06/30/15.

Modeled Interest Rate Sensitivity

27

$ in thousands

Change to Net Interest Income based on a two year time horizon

Refer to slide 29 for rate curves

Modeled Interest Rate Sensitivity

28

Interest Rate Curves

29

30

694,000 shares of stock repurchased at an average price of $13.89

during 3Q15

306,000 shares remain available for repurchase under the current

authorization

$ and shares in millions

Tangible Common Equity

$

in

millions

Total Revenue

The Durbin

Amendment to the

Dodd-Frank Act

became effective

for Old National

beginning July 1,

2015, reducing

3Q15 interchange

income by $2.7

million

31

$108.4

$92.1

$97.1

$34.4

$55.0

$44.3

$15.4

$142.8

$147.1

$156.8

3Q14

2Q15

3Q15

Fees, Service Charges, Security Gains & Other Rev.

Branch Sale Gains

Net Interest Income

Fee-Based Business Revenue

$ in millions

Contingency Revenues

$9.4

$8.3

2Q15

3Q15

Wealth

Management

$10.1

$0.1

$10.2

$9.9

2Q15

3Q15

Insurance

$4.7

$4.4

2Q15

3Q15

Investments

$4.3

$3.2

2Q15

3Q15

Mortgage

Banking

32

$ in millions

1

Operational

expenses

=

total

noninterest

expense

less

merger/integration

costs

and

efficiency

program

charges

–

includes

ongoing

operating

costs

associated

with

recent acquisitions

Closed on previously

announced sale of 17

branches in 3Q15

Adjusted 3Q15 efficiency

ratio of 67.2%

2

Expect operational

expenses to be in the mid

$90’s in 4Q15

FTE reduction of 245 from

3Q14 to 3Q15

2

Non-GAAP

financial

measure

which

Management

believes

is

useful

in

evaluating

the

financial

results

of

the

Company

–

see

Appendix

for

Non-GAAP

reconciliation

Noninterest Expense

33

$96.4

$104.2

$100.6

$3.6

$5.5

$2.0

$100.0

$109.7

$102.6

3Q14

2Q15

3Q15

Returned to

community

bank model

2004

2005

Sold non-

strategic

market –

Clarksville, TN

–

5 branches

2006

Sold non-

strategic market

–

O’Fallon, IL –

1 branch

2007

2008

2009

2010

2011

2012

2013

Acquired St.

Joseph Capital –

Entry into

Northern IN

market   

February, 2007

Acquired 65

Charter One

branches

throughout

Indiana       

March, 2009

Acquired Monroe

Bancorp –

Enhanced

Bloomington, IN

presence       

January, 2011

Acquired Indiana

Community –

Entry into

Columbus, IN 

September, 2012

FDIC-assisted

acquisition of

Integra Bank   

July, 2011

Sold non-

strategic

market –

Chicago-area -

4 branches

Consolidation

of 21 branches

Acquired 24      

MI / IN branches 

July, 2013

Consolidation

of 2 branches

Consolidation

of 8 branches

Consolidation

of 1 branch

Consolidation

of 10 branches

Consolidation

of 12 branches

Consolidation

of 44 branches

Consolidation

of 5 branches

Sold  12 

branches

Consolidation

of 22 branches

Acquired 209

Sold 39

Consolidated 148

Acquired Tower

Financial –

Enhancing Ft.

Wayne, IN

presence April,

2014

Acquired

United

Bancorp —

Entering Ann

Arbor, MI  July,

2014

2014

Consolidation

of 4 branches

Acquired  LSB

Financial Corp.–

Enhancing

Lafayette, IN

presence

November 1,

2014

Acquired 

Founders

Financial

Corporation–

Entry into Grand

Rapids , MI

January 1, 2015

2015

Consolidation

of 19 branches

Transforming Old National’s Landscape

Sold 17 

branches

34

35

•

Stock ownership guidelines have been

established for named executive officers as

follows:

•

As of September 30, 2015, each named executive

officer has met their stock ownership requirement

Committed to Strong Corporate Governance

Executive Compensation

36

•

Tied to long term shareholder value:

Appendix

XXXXXXXXXXX

XX

Non-GAAP Reconciliations

$

in

millions

end of period balances

3Q14

2Q15

3Q15

Total Shareholders’ Equity

$1,407.2

$1,456.7

$1,476.0

Deduct:  Goodwill and Intangible Assets

(530.5)

(629.5)

(622.8)

Tangible Common Shareholders’ Equity

$876.7

$827.3

$853.2

Total Assets

$11,179.8

$12,075.8

$11,915.2

Add:  Trust Overdrafts

0.1

0.1

0.1

Deduct:  Goodwill and Intangible Assets

(530.5)

(629.5)

(622.8)

Tangible Assets

$10,649.4

$11,446.4

$11,292.5

Tangible Equity to Tangible Assets

8.23%

7.23%

7.56%

Tangible Common Equity to Tangible

Assets

8.23%

7.23%

7.56%

Net Income

$29.1

$26.2

$37.7

After-Tax Intangible Amortization

2.2

2.7

2.6

Tangible Net Income

$31.3

$28.8

$40.3

ROTCE

14.29%

13.95%

18.88%

38

Non-GAAP Reconciliations

$ in millions

39

3Q14

2Q15

3Q15

Pre-Tax Income (FTE Basis)

$44.7

$39.9

$59.0

Acquisition/Divestiture Charges & Gain on Branch Sales

$3.6

$5.5

($13.4)

Adjusted Pre-tax income

$48.3

$45.4

$45.6

Taxes

($16.8)

($15.6)

($16.2)

Adjusted Net Income

$31.5

$29.8

$29.4

Average Diluted Shares

111.947

116.223

115.153

Adjusted EPS

$0.28

$0.25

$0.26

end of period balances

3Q14

2Q15

3Q15

Total Shareholders’ Equity

$1,407.2

$1,456.7

$1,476.0

Deduct:  Goodwill and Intangible Assets

(530.5)

(629.5)

(622.8)

Tangible Common Shareholders’ Equity

$876.7

$827.3

$853.2

Risk Weighted Assets

$7,063.5

$8,023.9

$7,592.9

Tangible Common Equity to Risk Weighted Assets

12.41%

10.31%

11.24%

end of period balances

3Q14

4Q14

1Q15

2Q15

3Q15

Total Shareholders’ Equity

$1,407.2

$1,465.8

$1,483.3

$1,456.7

$1,476.0

Deduct:  Goodwill and Intangible Assets

(530.5)

(569.5)

(631.6)

(629.5)

(622.8)

Tangible Common Shareholders’ Equity

$876.7

$896.2

$851.6

$827.3

$853.2

Common Shares Issued and Outstanding at Period End

113,984

116,847

116,983

115,205

114,523

Tangible Common Book Value

$7.69

$7.67

$7.28

$7.18

$7.45

Non-GAAP Reconciliations

40

3Q14

2Q15

3Q15

Net Interest Income ($ in 000's)

$108,367

$92,097

$97,104

Taxable Equivalent Adjustment

4,488

4,757

4,965

Net Interest Income –

Taxable Equivalent

$112,855

$96,854

$102,069

Average Earning Assets

$9,444,853

$10,325,938

$10,364,691

Net Interest Margin

4.59%

3.57%

3.75%

Net Interest Margin –

Fully Taxable Equivalent

4.78%

3.75%

3.94%

3Q14

2Q15

3Q15

Net Interest Income ($ in 000's)

$108,367

$92,097

$97,104

Taxable Equivalent Adjustment

4,488

4,757

4,965

Net Interest Income –

Taxable Equivalent

$112,855

$96,854

$102,069

Less Accretion

34,367

15,562

20,645

Net Interest Income –

Taxable Equivalent Less Accretion

$78,488

$81,292

$81,424

Average Earning Assets

$9,444,853

$10,325,938

$10,364,691

Core Net Interest Margin -

Fully Taxable Equivalent

3.32%

3.15%

3.14%

Non-GAAP Reconciliations

Efficiency Ratio - As Reported

3Q15

Net Interest Income (FTE) ($ in millions)

$102.1

Noninterest Income

59.7

Less Security Gains

0.9

Revenue Less Security Gains

160.9

Noninterest Expense

102.6

Intangible Amortization

2.9

Noninterest Expense Less Intangible Amortization

99.7

Efficiency Ratio

61.97%

Efficiency Ratio Excluding Acquisition, Divestiture Charges & Net Gain on Branch Divestitures

3Q15

Net Interest Income (FTE) ($ in millions)

$102.1

Noninterest Income

59.7

Less Security Gains

0.9

Less Gain on Branch Sales

             15.4

Revenue Less Security Gains

145.6

Noninterest Expense

102.6

Intangible Amortization

2.9

Acquisition Costs

0.2

Branch Divestitures

1.8

Noninterest Expense Less Intangible Amortization, Acquisition & Branch Divestiture Cost

97.8

Adjusted Efficiency Ratio

67.19%

41

Non-GAAP Reconciliations

$ in millions

42

3Q15

Net Income

$37.7

Acquisition/Divestiture Charges & Gain on Branch Sales (after tax)

($8.3)

Adjusted Net Income

$29.4

Average Assets

$11,927.8

Adjusted ROA

0.99%

3Q15

Net Income

$37.7

Acquisition/Divestiture Charges & Gain on Branch Sales (after tax)

($8.3)

Adjusted Net Income

$29.4

Plus After-Tax Intangible Amortization

$2.6

Tangible Net Income

$32.0

Adjusted ROTCE

15.00%

Old National’s Peer Group

Like-size, publicly-traded financial services companies, generally in the Midwest, serving

comparable demographics with comparable services as ONB

Associated Banc-Corporation

ASB

IberiaBank Corporation

IBKC

BancFirst Corporation

BANF

MB Financial Inc.

MBFI

BancorpSouth, Inc.

BXS

National Penn Bancshares Inc.

NPBC

Bank of Hawaii Corporation

BOH

Park National Corporation

PRK

Chemical Financial Corporation

CHFC

PrivateBancorp, Inc.

PVTB

Commerce Bancshares, Inc.

CBSH

Prosperity Bancshares Inc.

PB

Cullen/Frost Bankers, Inc.

CFR

Renasant Corporation

RNST

F.N.B. Corporation

FNB

South State Corporation

SSB

First Commonwealth Financial Corporation

FCF

TCF Financial Corporation

TCB

First Finanacial Bancorp.

FFBC

TFS Financial Corporation

TFSL

First Merchants Corporation

FRME

Trustmark Corporation

TRMK

First Midwest Bancorp Inc.

FMBI

UMB Financial Corporation

UMBF

FirstMerit Corporation

FMER

United Bankshares Inc.

UBSI

Flagstar Bancorp Inc.

FBC

Valley National Bancorp

VLY

Fulton Financial Corporation

FULT

WesBanco Inc.

WSBC

Home Bancshares, Inc.

HOMB

Wintrust Financial Corporation

WTFC

43

Investor Contact

Additional information can be found on the

Investor Relations web pages at

www.oldnational.com

Investor Inquiries:

Lynell J. Walton, CPA

SVP –

Director of Investor Relations

812-464-1366

lynell.walton@oldnational.com

44