Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: LSB Financial Corp.
SEC Registration Statement No.: 333-197258
The following presentation slides were reviewed by the executive officers of Old National Bancorp (“Old National”) in connection with Old National’s conference call on July 28, 2014 announcing the financial results for the quarter ended June 30, 2014 and the pending acquisition of Founders Financial Corporation.
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 Old National Bancorp Second-Quarter 2014 Earnings and Intent to Acquire Founders Financial Corporation July 28, 2014 |
 Lynell Walton Investor Relations |
 3 Additional Information for Shareholders of Founders Financial Corporation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National Bancorp (“Old National”) will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of Founders Financial Corporation (“Founders”) and a Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old National at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information.” Old National and Founders and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Founders in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. |
 4 Additional Information for Shareholders of LSB Financial Corp. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National Bancorp (“Old National”) has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (Registration Statement No. 333-197258) that includes a preliminary Proxy Statement of LSB Financial Corp. (“LSB”) and a preliminary Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. The SEC declared the Form S-4 Registration Statement effective on July 23, 2014. A definitive Proxy Statement/Prospectus will be mailed to shareholders of LSB. Shareholders are urged to read the Registration Statement and the definitive Proxy Statement/Prospectus regarding the merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the definitive Proxy Statement/Prospectus (when available), as well as other filings containing information about Old National and LSB, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents (when available), free of charge, from Old National at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information” or from LSB by accessing LSB’s website at www.lsbank.com under the tab “About” and then under the heading “Investor Relations.” Old National and LSB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LSB in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Information about the directors and executive officers of LSB is set forth in the proxy statement for LSB’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. |
 5 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, statements about the expected timing, completion, financial benefits and other effects of Old National’s proposed mergers with United Bancorp, Inc. (“United”), LSB Financial Corp. (“LSB”) and Founders Financial Corp. 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 proposed mergers might not be realized within the expected timeframes and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the proposed mergers with LSB and Founders might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with Old National’s businesses; 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 plans (including its pending acquisitions of United, LSB and Founders); 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; 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. |
 6 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 issuer; 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. |
 7 Executing the Plan – 2Q14 Highlights • Continued execution of our M&A strategy of adding higher-growth markets Continue to Grow Core Revenue • Organic loan growth of $139.6 million , or 11.4% annualized, over 1Q14 and growth of $214.0 million , or 4.0%, from 2Q14 • Total revenue growth of 4.1% from 2Q13 • Organic growth in Banking, Wealth Management and Insurance Reduce Operating Expenses Transform the Franchise Into Higher- Growth Markets • Operational expenses declined $.5 million from 2Q13 • Tower cost savings of 35%+ on track as announced – 50% to be realized in 2 nd half of 2014 • Expected United Bancorp, Inc. cost savings of 32% forecasted on track as announced – 25% to be realized in 2014 1 Excluding change in FDIC covered loans, loans acquired in acquisitions and loans sold 2 Excluding changes in securities gains, accretion income and amortization of the indemnification asset 3 Refer to slide 13 for definition of operational expenses Ann Arbor, MI – Anticipate closing United Bancorp, Inc. acquisition – July 31, 2014 Fort Wayne, IN – Tower acquisition closed and fully converted Lafayette, IN – Announced pending acquisition of LSB Financial Corp. Grand Rapids, MI – Announced pending acquisition of Founders Financial Corp. 1 1 2 3 |
 8 2Q14 Financials Net income of $18.8 million or $.18 per share Included in 2Q14 are the following items – $6.3 million in pre-tax merger and integration charges – $10.5 million unfavorable pre-tax change in indemnification asset – $.8 million pre-tax in other expense items – $1.0 million unfavorable income tax adjustment |
 Chris Wolking Chief Financial Officer |
 10 Adjusted Income – Strong Growth $ in millions 1 $89.9 $100.4 $117.0 $61.5 2011 2012 2013 YTD June 30, 2014 Adjusted income represents income before taxes less accretion income, change in indemnification assets, merger/integration expenses and costs associated with branch divestitures CAGR of 14.1% from 2011 to 2013 CAGR of 13.4% from 2011 to 1H2014 1 Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company – see Appendix for Non-GAAP reconciliation |
 11 Total Revenue – Increasing Core Revenues $ in millions Growth of $4.5 million, or 4.1%, 2Q13 to 2Q14 in core revenue $123.6 $123.5 $122.4 2Q13 1Q14 2Q14 Accretion Income Revenue Less Securities Gains, Accretion Income and Amortization Amortization of Indemnification Asset of Indemnification Asset |
 12 Net Interest Margin 1 2Q13 1Q14 2Q14 Total NIM 3.97% 4.22% 4.07% Tower Accretion N/A N/A 0.06% IN Community Accretion 0.29% 0.33% 0.15% Integra Accretion 0.32% 0.48% 0.56% Monroe Accretion 0.07% 0.05% 0.04% ONB Core² 3.29% 3.36% 3.26% 3.97% 4.22% 4.07% 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 ONB Core includes contractual interest income of Monroe, Integra and IN Community loans N/A – Not applicable 1 2 |
 13 $ in millions Noninterest Expense – Well Controlled *Other Expenses include: In 2Q13, $1.3 million impairment on property held for sale, $.6 million for the BSA/AML project, a $.5 million litigation settlement, $.3 million for ATM/branch optimization, $.3 million for debt extinguishment charges, a $2.1 million reversal of provision for unfunded commitments and a $1.3 million refund of FDIC assessment. In 1Q14, $2.3 million real estate tax refund and $.4 million in professional fees related to the real estate tax refund In 2Q14, $.4 million in accelerated retirement expenses and $.4 million in state tax receivable write-off 2Q14 operational expenses include $.8 million in annual merit increases Anticipated acquisition costs in 3Q14 of $3 million to $5 million ($1.9) ($0.4) $85.2 $83.6 $84.7 $0.8 $0.9 $2.5 $6.3 $1.2 $0.8 $0.9 $2.2 $3.3 $3.2 $86.9 $88.3 $98.1 2Q13 1Q14 2Q14 |
 14 Change in Net Interest Income 1 Interest Rate Sensitivity 1 Comparisons from flat rates, which assume stable rates and a stable balance sheet. These scenarios do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet. 0.46% - -3.36% -5.18% -2.55% -3.34% 3.41% 1.54% 1.13% 1.45% 1.26% 1.67% 1.68% 2.19% 2.24% 2.36% 3Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 NII 200 Up NII Forward 0.08% |
 15 Tangible Common Book Value 1 Acquisition Of Integra Bank From FDIC 7-29-11 Acquired IN Community Bancorp 9-15-12 Acquired Bank of America Branches 7-12-13 Acquired Tower Financial Corporation 4-25-14 Originally estimated TBV at Tower close of $7.68 2Q11 2Q12 2Q13 2Q14 $7.79 $8.35 $8.23 $7.85 $8.08 $7.92 1 Non-GAAP financial measure management believes is useful in evaluating the financial results of the Company – see Appendix for Non-GAAP reconciliation |
 Jim Sandgren Chief Banking Officer |
 17 Loan Growth – Excluding Covered Loans $4,912.8 $5,379.1 $360.8 $214.0 $108.5 2Q13 Loan Sales Loans Obtained Through Acquisitions Organic Growth 2Q14 End of period balances - $ in millions |
 18 36.5% 34.0% 36.6% 39.9% 2Q13 1Q14 2Q14 Commercial Line Utilization $254 $335 $349 $160 $131 $83 $93 $58 $98 $507 $524 $530 2Q13 1Q14 2Q14 Commercial Loan Pipeline Discussed Proposed Accepted Commercial Loans $ in millions 2007-2008 Average |
 19 $0.6 $6.4 $7.5 2Q13 2Q14 Wealth Management Fee-Based Business Revenue $ in millions $4.1 $4.1 2Q13 2Q14 Investments $9.3 $9.8 2Q13 2Q14 Insurance |
 Daryl Moore Chief Credit Officer |
 21 Net Charge-Offs / Provision $ in millions 1 Excludes FDIC-covered loans 0.01% -0.02% 0.01% 0.51% -0.39% 1.94% 2Q13 1Q14 2Q14 Non-Covered Covered 2Q13 1Q14 2Q14 Consolidated NCOs 0.04% (0.03%) 0.07% Provision for Loan Losses 1 ($3.3) ($0.4) $1.1 Consolidated Provision for Loan Losses ($3.7) $0.0 ($0.4) |
 22 $ in millions 1 Loans less those acquired through the Tower Financial transaction Credit Quality – Excluding Covered Loans ONB Risk Grade Grade Name 0 Investment Grade 1 Minimal Risk 2 Modest Risk 3 Average Risk 4 Monitor 5 Weak Monitor 6 Watch 7 Criticized (Special Mention) 8 Classified (Substandard Accruing) 9 Nonaccruing + Doubtful $152.8 $112.3 $112.9 $98.8 2Q13 1Q14 2Q14 Special Mention Loans $68.9 $85.7 $107.2 $99.5 1 2Q13 1Q14 2Q14 Substandard Accruing Loans $129.5 $84.8 $96.7 $75.9 1 2Q13 1Q14 2Q14 Substandard Nonaccruing + Doubtful Loans 1 |
 Bob Jones Chief Executive Officer |
 24 Update on Acquisitions Michigan / Northern Indiana Branches Tower Financial Corporation – Fort Wayne, IN United Bancorp, Inc. – Ann Arbor, MI LSB Financial Corp. – Lafayette, IN |
 25 ONB to Acquire Founders Bank & Trust ONB UBMI 1 LSBI 1 FB&T Founders Bank & Trust offers 4 branches, $466 million in total assets and $378 million in deposits 2 in Grand Rapids, giving ONB a strong opportunity to enter this vibrant market Includes $353 million in assets under management Expansion in Grand Rapids is a key part of ONB’s strategy Consistent with ONB’s goal of transforming the franchise into higher growth markets Significantly enhances ONB’s presence in the second largest MI market 1 Pending branches from United Bancorp, Inc. and LSB Financial Corp. transaction 2 As of June 30, 2014, per Company documents |
   354,530 163,845 80,847 424,258 1,017,542 332,269 209,563 Ann Arbor Bloomington Columbus Fort Wayne Grand Rapids Kalamazoo Lafayette Promising Markets Using U.S. census data, SNL Financial June 30, 2013 FDIC market share data Grand Rapids, Michigan Large employers in Grand Rapids area 2014 Population Total Deposit Rank Institution Name Total Active Branches Total Deposits ($000) Total Deposit Market Share (%) 1 Fifth Third Bancorp 42 2,949,671 23.19 2 Wells Fargo & Co. 1 2,103,751 16.54 3 JPMorgan Chase & Co. 29 1,573,960 12.38 4 Huntington Bancshares Inc. 26 1,260,726 9.91 5 Mercantile Bank Corp. 6 918,269 7.22 6 Chemical Financial Corp. 11 507,546 3.99 7 Macatawa Bank Corp. 12 480,586 3.78 8 Comerica Inc. 9 399,327 3.14 9 Founders Financial Corp. 4 386,458 3.04 10 PNC Financial Services Group Inc. 14 314,577 2.47 Market Total 203 12,718,619 100.00 Kent county market share 26 Second highest population in Michigan May, 2014 unemployment rate of 5.4%, compared to the national rate of 6.3% Ranked 24th in Forbes’ 2013 “Best cities to find jobs” |
 • Loan credit mark estimated at $11.1 million, or 3.0% of total gross loans • Loan interest rate market estimated at $11.4, or 3.1% of total gross loans • Projected capital ratios exceed “well-capitalized” guidelines • Transaction with established and complementary customer base and business mix • Retention of key management members • Positive relationship with Founders management and board Transaction Rationale Compelling Strategic Rationale • Meaningful extension to Grand Rapids that strengthens ONB’s overall Michigan footprint by reinforcing its high-quality markets • Adds 4 full-service branches with $378 million in deposits and $355 million in loans • Further distances ONB from the $10B Durbin threshold with over $12.1B in pro forma assets • Well-defined, achievable operating efficiencies that drive enhanced operating leverage and profitability Financially Attractive • Allows Old National to prudently and accretively deploy excess capital, based upon conservative assumptions • Approximately $1.7 million, $.02 per share, accretive to 2015 earnings • Approximately $9.5 million to $12.5 million, or $.05 to $.07 per share, thereafter • Tangible book value dilution of approximately 4.2% at closing • Tangible book value earn back period of approximately 5.25 years (inclusive of $7.8 million in acquisition costs) • Expected to create goodwill and intangibles of approximately $58.4 million • Expected cost savings of 30% - anticipate 67% realized in 2015 and 100% realized in 2016 Low Risk Opportunity Consideration of 3.25 common shares of ONB + $38.00 per share in cash (fixed) for each common share of Founders assuming ONB price of $13.87 (closing price as of July 25, 2014) Approximately 54% stock / 46% cash – Assumes 3.4 million shares of ONB common stock issued 210% price / tangible book value (6/30/14) and 15.0x P/2013 earnings 1 The exchange ratio is subject to adjustment under certain circumstances as provided in the merger agreement. 2 Defined as the number of years for pro forma TBV per share to exceed stand-alone projected TBV per share, inclusive of acquisition costs 27 Financial data as of June 30, 2014, per SNL Financial and Company documents — assumes merger and acquisition charges to be booked 50% prior to close, 50% in 2015 Implied transaction value of approximately $83.08 per Founders share and $88.2 million in the aggregate, 1 2 |
 Old National Bancorp Thank You Q&A |
 Old National Bancorp Appendix |
 30 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 IN 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 182 + 27 pending Sold 22 Consolidated 128 Acquired Tower Financial – Enhancing Ft. Wayne, IN presence April, 2014 Transforming Old National’s Landscape Pending acquisition of United Bancorp , Inc.– Entry into Ann Arbor, MI 2014 Consolidation of 3 branches Pending acquisition of LSB Financial Corp.– Enhancing Lafayette, IN presence Pending acquisition of Founders Financial Corporation– Entry into Grand Rapids , MI |
 31 Balance Sheet Mix as of March 31, 2014 1 Excludes purchase accounting adjustments Per SNL Financial/company documents as of March 31, 2014, including Tower and pending United Bancorp, Inc. and LSB Financial Corp. transactions Yield on Loans: 5.16% Total Loans: $6,407,379 Yield on Loans: 4.58% Total Loans: $346,482 Yield on Loans: 5.13% Total Loans: $6,753,861 Cost of Deposits: 0.23% Total Deposits: $8,962,261 Cost of Deposits: 0.59% Total Deposits: $378,559 Cost of Deposits: 0.24% Total Deposits: $9,340,820 Pro Forma 1 Founders Bank & Trust Old National Bancorp 1 Pro Forma 1 Old National Bancorp 1 Founders Bank & Trust |
 32 Covering Durbin Anticipated 2015 earnings per share accretion from recent acquisitions 1 : Tower Financial Corp. $.08 to $.10 United Bancorp $.06 LSB Financial Corp. $.03 Founders Financial Corp. $.02 Durbin amendment expected to impact earnings $.04 to $.07 per share after- tax on an annualized basis Actual 2015 Durbin impact expected to impact earnings $.02 to $.04 per share after-tax (due to July 1 st , 2015 effective date) $.19 to $.21 cumulative accretion Our recent acquisitions are expected to cover our anticipated Durbin impact 1 Anticipated earnings accretion at each respective deal’s announcement date |
 Interest Rate Curves 0% 1% 2% 3% 4% 5% 6% 1M 2M 3M 4M 5M 6M 9M 1Y 1.5Y 2Y 2.5Y 3Y 4Y 5Y 7.5Y 10Y 15Y 20Y 30Y Up 200 vs. Base Base Up 200 0% 1% 1% 2% 2% 3% 3% 4% 4% 1M 2M 3M 4M 5M 6M 9M 1Y 1.5Y 2Y 2.5Y 3Y 4Y 5Y 7.5Y 10Y 15Y 20Y 30Y Forward Curves 6/30/2014 6/30/2015 6/30/2016 33 |
 Investment Portfolio 1 Includes market value for both available for sale and held to maturity securities 34 $ in millions Federal National Mortgage Association $417.1 $423.7 Federal Home Loan Mortgage Corporation 161.4 213.1 Federal Farm Credit Bank 75.8 76.7 Federal Farmer Mac 13.8 87.3 Subtotal U.S. Government Agencies-Senior Debentures $674.7 $804.1 $668.1 $800.8 $132.7 U.S. Treasury $15.6 $11.0 $15.7 $11.2 ($4.5) Issued or guaranteed by FNMA, FHLMC, GNMA 1,269.3 1,238.0 1,263.2 1,234.6 Nonagency guaranteed 16.1 15.4 16.6 15.9 Subtotal Mortgage Backed Securities $1,285.4 $1,253.4 $1,279.8 $1,250.5 ($29.3) Trust Preferred 31.6 31.6 19.4 19.5 Other Corporate 290.3 293.6 291.4 296.2 Subtotal Corporate Securities $321.9 $325.2 $310.8 $315.7 $4.9 Municipal Securities – Taxable $231.6 $218.3 $257.0 $255.6 ($1.4) Municipal Securities – Tax Exempt $587.4 $733.6 $596.4 $745.1 $148.7 Other Securities $94.8 $98.9 $94.8 $98.9 $4.1 Totals $3,211.4 $3,444.5 $3,222.6 $3,477.8 $255.2 Book Value Mar. 31, 2014 Book Value June 30, 2014 Market Value 1 Mar. 31, 2014 Market Value 1 June 30, 2014 Market Value $ Change |
 35 Investment Portfolio 1 Money market investments includes balances in the Federal Reserve Bank Account $ in thousands Effective Duration Mar. 31, 2014 Effective Duration June 30, 2014 Book Value Mar. 31, 2014 Book Value June 30, 2014 Money Market Investments 1 0.01 0.01 $12,827 $15,958 Treasuries 1.84 2.37 15,560 11,025 Agencies 4.03 3.55 674,709 804,063 Pools 2.47 2.28 523,766 485,074 CMOs 3.68 3.43 776,396 768,368 Municipals 7.75 7.34 819,022 951,847 Corporates 2.46 3.11 137,032 135,886 ABS 1.06 1.29 169,979 189,307 Totals 4.40 4.25 $3,129,291 $3,361,528 |
 36 Average Total Loan Trends $ in millions 1 Includes both covered and non-covered loans 1 $4,839 $4,826 $4,904 $345 $244 $222 $254 $5,184 $5,070 $5,380 2Q13 1Q14 2Q14 Core ONB Integra Bank Tower Financial Corp. |
  37 Loan Portfolio at June 30, 2014 $ in millions – period-end balances $21.6 Comml, $51.0 CRE, $73.5 Consumer, $25.0 Resi Mortg Commercial $1,498.8 Commercial Real Estate 1,354.7 Consumer 808.5 Residential Mortgage 1,425.2 HELOC 280.5 Covered Loans (Integra) 171.1 Total Loans $5,538.8 Commercial 27% Commercial Real Estate 24% Consumer 15% Residential Mortgage 26% HELOC 5% Covered Loans (Integra) 3% |
 38 Covered Assets / Risk Grades On this portfolio of covered loans*, the FDIC will reimburse Old National for 80% of the losses up to $275.0 million, 0% of losses from $275.0 million up to $467.2 million and 80% of losses in excess of $467.2 million. 2Q13 1Q14 1Q14 Loans 90+ Days & Over $- $- $0.1 Grades 1 through 6 - Pass $89.1 $56.7 $46.1 Special Mention 14.0 7.5 6.5 Substandard Accruing 6.6 2.7 3.0 Nonaccruing + Doubtful 60.3 24.6 19.0 Retail Loans 118.6 102.7 98.5 Total Covered Loans $288.6 $194.2 $171.1 Other Real Estate Owned $23.1 $12.9 $11.2 ONB Risk Grade Grade Name 0 Investment Grade 1 Minimal Risk 2 Modest Risk 3 Average Risk 4 Monitor 5 Weak Monitor 6 Watch 7 Criticized (Special Mention) 8 Classified (Substandard Accruing) 9 Nonaccruing + Doubtful $ in millions – period-end balances *Covered loans shown net of $70.5 million discount |
 39 Credit Quality – Excluding Covered Loans See Appendix for definition of Peer Group 1 As a % of end of period total loans Peer Group data per SNL Financial 1.07% 0.85% 2Q13 1Q14 2Q14 30+ Day Delinquent Loans 1 ONB Peer Group Average 0.44% 0.30% 2Q13 1Q14 2Q14 90+ Day Delinquent Loans 1 ONB Peer Group Average |
 40 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 At June 30, 2014 ONB Legacy Monroe Integra IN Community Tower Total Allowance for Loan Losses (ALLL) $40.4 $1.5 $3.9 $0.1 $0.2 $46.2 Loan Mark N/A $8.9 $70.5 $28.9 $26.0 $134.3 Total ALLL/Mark $40.4 $10.4 $74.3 $29.0 $26.2 $180.4 Pre-Mark Loan Balance $4,688.0 $140.6 $251.7 $214.1 $378.7 $5,673.1 ALLL/Pre-Mark Loan Balance 0.86% 1.10% 1.54% 0.06% 0.05% 0.81% Mark/Pre-Mark Loan Balance N/A 6.31% 27.99% 13.51% 6.87% 2.37% Loan Balance 1 0.86% 7.41% 29.53% 13.56% 6.92% 3.18% Allowance For Loan and Lease Loss/Loan Mark Summary |
  41 CD Maturity Schedule Represents CD maturities at June 30, 2014 Bucket Amount ($ in 000’s) Rate 0-30 days 87,962 0.55% 31-60 days 70,228 0.66% 61-90 days 66,387 0.48% 91-120 days 51,787 0.47% 121-150 days 47,046 0.43% 151-180 days 51,746 0.47% 181-210 days 33,767 0.82% 211-240 days 28,877 0.89% 241-270 days 39,501 0.69% 271-300 days 36,968 1.08% 301-330 days 25,155 0.49% 331-365 days 24,460 0.44% 1-2 years 178,380 1.47% 2-3 years 142,225 3.07% 3-4 years 33,266 1.13% 4-5 years 36,269 0.94% Over 5 years 30,905 1.90% |
 42 Capital Ratios See Appendix for definition of Peer Group Peer Group data per SNL Financial $ in millions 1 See Appendix for Non-GAAP reconciliation Tangible Common Equity – 3/31/2014 $808.4 2Q Earnings 18.8 2Q Dividend (11.6) Issuance of Shares from Acquisition 78.7 Changes in OCI – Securities 6.3 Increase in Goodwill & Intangibles (62.5) Tangible Common Equity – 6/30/2014 $838.1 14.4% 14.8% 14.0% 13.1% 13.1% 2Q13 1Q14 2Q14 ONB Peer Group Average 8.7% 8.8% 8.4% 8.1% 8.4% 2Q13 1Q14 2Q14 Tangible Common Equity to Tangible Assets ONB Peer Group Average 1 Tier 1 Risk-Based Capital Ratio |
 43 Noninterest Income $ in millions $(1.5) $(7.3) $(10.5) $11.8 $11.1 $11.8 $6.7 $8.1 $7.4 $21.4 $22.3 $22.7 $5.9 $5.7 $6.5 $44.3 $39.9 $37.9 2Q13 1Q14 2Q14 Debit Card and ATM Fees Fee-based business: Wealth Management, Insurance, Mortgage and Investments Other Income Service Charges on Deposits Amortization of Idemnification Asset |
 44 Non-GAAP Reconciliations $ in millions 2011 2012 2013 YTD June 30, 2014 Total Revenues $455.8 $498.6 $502.2 $248.1 Less: Provision for Loan Losses ($7.5) ($5.0) $2.3 $0.4 Less: Noninterest Expense ($348.5) ($365.8) ($362.0) ($186.4) Taxable Equivalent Adjustment $11.8 $13.2 $16.9 $8.2 Pre-tax Income (FTE) $111.6 $141.0 $159.4 $70.4 Less: Total Accretion $36.9 $57.5 $59.0 $35.5 Change in IA ($0.4) $3.4 $9.3 $17.8 Mergers/Integration Expenses $16.9 $7.9 $5.9 $8.9 Branch Divestitures ($1.2) $5.7 $1.4 $0.0 Adjusted Income $89.9 $100.4 $117.0 $61.5 2Q13 1Q14 2Q14 Total Revenues $125.4 $124.0 $124.1 Less: Provision for Loan Losses $3.7 $0.0 $0.4 Less: Noninterest Expense ($86.9) ($88.3) ($98.1) Pre-tax Income $42.2 $35.7 $26.4 Add: Provision for Loan Losses ($3.7) $0.0 ($0.4) Pre-Tax, Pre-Provision Income $38.5 $35.7 $26.0 Less: Securities Gains/Losses ($1.8) ($0.5) ($1.7) Add: Merger and Integration Expenses $0.9 $2.4 $6.3 Pre-Tax, Pre-Provision Income, Net of Securities Gains and Merger and Integration Expenses $37.6 $37.6 $30.6 |
 45 Non-GAAP Reconciliations $ in millions end of period balances 2Q13 1Q14 2Q14 Total Shareholders’ Equity $1,167.0 $1,185.2 $1,277.3 Deduct: Goodwill and Intangible Assets (364.4) (376.8) (439.3) Tangible Common Shareholders’ Equity $802.6 $808.4 $838.1 Total Assets $9,641.1 $9,544.8 $10,387.9 Add: Trust Overdrafts 0.1 0.0 0.0 Deduct: Goodwill and Intangible Assets (364.4) (376.8) (439.3) Tangible Assets $9,276.7 $9,168.0 $9,948.7 Tangible Equity to Tangible Assets 8.65% 8.82% 8.42% Tangible Common Equity to Tangible Assets 8.65% 8.82% 8.42% Net Income $28.5 $26.5 $18.8 After-Tax Intangible Amortization 1.5 1.5 1.7 Tangible Net Income $30.0 $28.0 $20.4 ROTCE 14.95% 13.84% 9.76% |
 46 Non-GAAP Reconciliations $ in millions end of period balances 2Q13 1Q14 2Q14 Total Shareholders’ Equity $1,167.0 $1,185.2 $1,277.3 Deduct: Goodwill and Intangible Assets (364.4) (376.8) (439.3) Tangible Common Shareholders’ Equity $802.6 $808.4 $838.1 Risk Weighted Assets $5,640.7 $5,729.5 $6,339.2 Tangible Common Equity to Risk Weighted Assets 14.23% 14.11% 13.22% end of period balances 2Q13 1Q14 2Q14 Total Shareholders’ Equity $1,167.0 $1,185.2 $1,277.3 Deduct: Goodwill and Intangible Assets (364.4) (376.8) (439.3) Tangible Common Shareholders’ Equity $802.6 $808.4 $838.1 Common Shares Issued and Outstanding at Period End 100,881 100,084 105,851 Tangible Common Book Value $7.96 $8.08 $7.92 |
 47 Non-GAAP Reconciliations $ in thousands 2Q13 1Q14 2Q14 Net Interest Income $79,191 $83,478 $84,482 Taxable Equivalent Adjustment 4,243 3,931 4,256 Net Interest Income – Taxable Equivalent $83,434 $87,409 $88,738 Average Earning Assets $8,406,635 $8,276,267 $8,730,063 Net Interest Margin 3.77% 4.03% 3.87% Net Interest Margin – Fully Taxable Equivalent 3.97% 4.22% 4.07% |
 48 Non-GAAP Reconciliations $ in thousands Efficiency Ratio - As Reported 2Q13 1Q14 2Q14 Net Interest Income (FTE) $83.4 $87.4 $88.7 Noninterest Income Less Security Gains 44.4 40.1 38.0 Revenue Less Security Gains 127.8 127.5 126.7 Noninterest Expense 86.9 88.3 98.1 Intangible Amortization 1.8 1.8 2.0 Noninterest Expense Less Intangible Amortization 85.1 86.4 96.1 Efficiency Ratio 66.52% 67.77% 75.85% Impact of Current Year Partnerships 2Q13 1Q14 2Q14 Net Interest Income (FTE) $0.0 $0.0 $4.5 Noninterest Income Less Security Gains 0.0 0.0 1.2 Revenue Less Security Gains 0.0 0.0 5.7 Noninterest Expense 0.9 2.5 8.5 Intangible Amortization 0.0 0.0 0.3 Noninterest Expense Less Intangible Amortization 0.9 2.5 8.2 Efficiency Ratio Excluding Impact of Current Year Partnerships 2Q13 1Q14 2Q14 Net Interest Income (FTE) $83.4 $87.4 $84.3 Noninterest Income Less Security Gains 44.4 40.1 36.8 Revenue Less Security Gains 127.8 127.5 121.1 Noninterest Expense 86.0 85.8 89.6 Intangible Amortization 1.8 1.8 1.7 Noninterest Expense Less Intangible Amortization 84.2 83.9 87.9 Efficiency Ratio 65.88% 65.81% 72.58% |
 49 Old National’s Peer Group Like-size, publicly-traded financial services companies, generally in the Midwest, serving comparable demographics with comparable services as ONB 1st Source Corporation SRCE Heartland Financial USA, Inc. HTLF BancFirst Corporation BANF IBERIABANK Corporation IBKC BancorpSouth, Inc. BXS MB Financial, Inc. MBFI Bank of Hawaii Corporation BOH Park National Corporation PRK Chemical Financial Corporation CHFC Pinnacle Financial Partners, Inc. PNFP Commerce Bancshares, Inc. CBSH Prosperity Bancshares, Inc. PB Cullen/Frost Bankers, Inc. CFR Renasant Corp. RNST F.N.B. Corporation FNB S&T Bancorp, Inc. STBA First Commonwealth Financial Corporation FCF Susquehanna Bancshares, Inc. SUSQ First Financial Bancorp. FFBC Trustmark Corporation TRMK First Interstate BancSystem, Inc. FIBK UMB Financial Corporation UMBF First Merchants Corporation FRME United Bankshares, Inc. UBSI First Midwest Bancorp, Inc. FMBI Valley National Bancorp VLY FirstMerit Corporation FMER WsBanco, Inc. WSBC Fulton Financial FULT Wintrust Financial Corporation WTFC Glacier Bancorp, Inc. GBCI |
 50 Old National Investor Relations 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 |