Old National Posts Profit Increase

April 30, 2012

News Release

Evansville, Ind. (April 30, 2012) – Today Old National Bancorp (NYSE: ONB) reported 1st quarter net income of $21.7 million, or $.23 per share. Included in these results were $.8 million of acquisition and integration expenses and $1.9 million of net Integra-related other real estate owned (OREO) expenses. These 1st quarter results compare to the net income of $22.2 million, or $.23 per share, that Old National reported in 4th quarter 2011, and reflect a 32.2% increase over 1st quarter 2011 net income.

First quarter 2012 results included $.8 million in acquisition-related expenses, half of which resulted from the July 29, 2011, FDIC –assisted acquisition of Integra Bank with the other half from the pending acquisition of Indiana Community Bancorp (announced January 25, 2012). Excluding these acquisition expenses, Old National’s 1st quarter earnings would have been $22.3 million, or $.24 per share. Fourth quarter 2011 results also included a total of $5.2 million in acquisition-related expenses: $.8 million from the Monroe Bancorp acquisition that was completed 1st quarter of 2011 and $4.4 million from the Integra Bank acquisition. Excluding these acquisition expenses, Old National’s 4th quarter 2011 earnings would have been $25.9 million, or $.27 per share. Refer to Table 1 and Table 2 for Non-GAAP reconciliations.

Old National Bancorp’s Board of Directors also declared a common stock dividend of $.09 per share on the Company’s outstanding shares. This dividend is payable June 15, 2012, to shareholders of record on June 1, 2012. For purposes of broker trading, the ex-date of the cash dividend is May 30, 2012.

“The positive impact from our recent acquisitions, along with our focus on improving already strong capital and credit metrics, maintaining a low-cost core funding base, and improving efficiencies within our core bank, have resulted in another strong quarter for Old National,” stated Old National President and CEO Bob Jones. “While our C&I portfolio has been negatively impacted by runoff associated with the acquisitions and moderate organic growth, the economy is slowly improving and we have seen loan growth in key consumer segments.”

FDIC-Assisted Acquisition

On July 29, 2011, Old National Bancorp acquired certain assets and assumed substantially all deposits and certain liabilities of Integra Bank, N.A. (Integra) from the Federal Deposit Insurance Corporation (FDIC) in an FDIC-assisted transaction.
As part of this transaction, Old National entered into loss sharing agreements with the FDIC that cover, as of March 31, 2012, $548.6 million in fair value of loans (covered loans) and $24.7 million in fair value of other real estate owned. According to the terms of the loss sharing agreements, 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. The loss sharing agreement applicable to single-family residential mortgage loans remains in effect for 10 years. The loss sharing agreement applicable to other covered assets is five years for losses and eight years for recoveries.

Committed to our Strategic Imperatives

Old National’s strong performance can be attributed to our unwavering commitment to the following strategic imperatives:
1. Strengthen the risk profile.
2. Enhance management discipline.
3. Achieve consistent quality earnings.

1. STRENGTHEN THE RISK PROFILE

Credit Quality

Old National reported provision expense in the 1st quarter of 2012 of $2.1 million, compared to $1.0 million in the 4th quarter of 2011 and $3.3 million in the 1st quarter of 2011. Old National’s net charge-offs for 1st quarter 2012 were $4.2 million, or .36% of total loans, compared to $8.5 million, or .71% of total loans in 4th quarter 2011 and $2.9 million, or .27% of total loans, in 1st quarter 2011.

Excluding covered loans, provision expense for the 1st quarter of 2012 was $1.0 million, compared to essentially none in 4th quarter 2011 and $3.3 million in 1st quarter 2011. Old National’s net charge-offs for the 1st quarter, excluding covered loans, were $3.4 million, a decrease of $4.8 million from the $8.2 million reported in 4th quarter 2011 and an increase of $.5 million from the $2.9 million in net charge-offs reported in 1st quarter 2011.

Excluding covered loans, Old National’s allowance for loan losses at March 31, 2012, was $54.7 million, or 1.33% of total loans, compared to an allowance of $57.1 million, or 1.38% of total loans at December 31, 2011, and $72.7 million, or 1.74% of total loans, at March 31, 2011. Excluding covered loans, the coverage of allowance to non-performing loans stood at 48% at March 31, 2012, compared to 49% at December 31, 2011.

“We continue to be pleased with consistent improvement in our already strong credit metrics as well as the performance of the covered Integra portfolio,” stated Chief Credit Officer Daryl Moore. “In the quarter we saw meaningful reductions in Special Mention and Problem Loans, both in our covered Integra portfolio as well as our non-FDIC related portfolio. In addition, on a consolidated basis, we saw declines in our OREO balances as well as in our 30+ day delinquent loan levels. Overall, it was a strong quarter from a credit standpoint.”

2. ENHANCE MANAGEMENT DISCIPLINE

Expense Management

Old National reported total noninterest expenses of $91.3 million for the 1st quarter of 2012, compared to $93.7 million in the 4th quarter of 2011 and $79.9 million for the 1st quarter of 2011. Noninterest expenses for 1st quarter 2012 included $9.7 million in OREO expenses related to Integra Bank assets of which 80% are reimbursable to Old National under the terms of the loss share agreement and recorded as a change to the indemnification asset in other income. The 1st quarter of 2012 also included $.4 million and $.4 million, respectively, of Integra Bank and Indiana Community Bancorp-related acquisition costs. Noninterest expenses for 4th quarter 2011 included $4.4 million and $.8 million, respectively, of Integra Bank and Monroe Bancorp-related acquisition costs.

Capital Management

Old National’s capital position remained well above industry requirements at March 31, 2012, with regulatory tier 1 and total risk-based capital ratios of 14.0% and 15.4%, respectively, compared to 13.5% and 15.0% at December 31, 2011, and 12.8% and 14.3% at March 31, 2011.

The ratio of tangible common equity to tangible assets improved to 9.23% at March 31, 2012, compared to 8.97% at December 31, 2011, and 9.12% at March 31, 2011.

3. ACHIEVE CONSISTENT QUALITY EARNINGS

Balance Sheet and Net Interest Margin

At March 31, 2012, Old National’s total loans were $4.667 billion compared to $4.772 billion at December 31, 2011, a decrease of $104.6 million. The majority of the decrease ($77.8 million) occurred in the covered loan portfolio and came primarily as a result of payoffs and paydown activity. For 1st quarter 2012 average total loans were $4.711 billion, a $101.7 million decrease from the $4.813 billion for the 4th quarter 2011.

Total investments, including money market accounts, amounted to $2.775 billion at March 31, 2012, an increase of $154.5 million compared to $2.621 billion at December 31, 2011. Average total investments were $2.651 billion for the 1st quarter compared to $2.761 billion in the 4th quarter. Securities gains for the 1st quarter (net of $.1 million of other-than-temporary impairment) totaled $.5 million, compared to 4th quarter securities gains of $2.8 million (net of $.9 million of other-than-temporary impairment).

Total core deposits, including demand and interest-bearing deposits, continued to increase with a balance of $6.647 billion at March 31, 2012, compared to $6.590 billion at December 31, 2011. Importantly, Old National’s noninterest-bearing demand deposits increased $39.5 million during the 1st quarter, from $1.729 billion at December 31, 2011, to $1.768 billion at March 31, 2012.

Old National reported net interest income of $74.3 million for 1st quarter 2012 compared to $76.6 million in 4th quarter 2011, and $61.4 million for 1st quarter 2011. Included in 1st quarter 2012 net interest income is $3.0 million associated with the Monroe acquisition, and $9.6 million associated with the Integra acquisition, related to the purchase accounting marks. Included in 4th quarter 2011 net interest income is $7.1 million associated with the Monroe acquisition, and $6.3 million associated with the Integra acquisition, related to the purchase accounting marks.

On a fully taxable equivalent basis, net interest income was $77.3 million for 1st quarter 2012 and represented a net interest margin on total average earning assets of 4.20%. This compares to net interest income on a fully taxable equivalent basis of $79.6 million and a margin of 4.20% in 4th quarter 2011 and net interest income on a fully taxable equivalent basis of $64.4 million and a margin of 3.62% for 1st quarter 2011. Included in 1st quarter 2012 net interest margin is 16 basis points associated with the Monroe acquisition, and 52 basis points associated with the Integra acquisition, related to the purchase accounting marks. Included in 4th quarter 2011 net interest margin is 37 basis points associated with the Monroe acquisition, and 32 basis points associated with the Integra acquisition, related to the purchase accounting marks. Refer to Tables A and B for Non-GAAP taxable equivalent reconciliations.
Fees, Service Charges and Other Revenue

Total fees, service charges and other revenue were $48.4 million for 1st quarter 2012 compared to $46.1 million in 4th quarter 2011 and $41.3 million in 1st quarter 2011. The 1st quarter of 2012 contained $1.2 million in seasonal contingency revenue from the insurance business, compared to none in 4th quarter 2011 and $1.7 million in 1st quarter 2011.

Acquisition Update

In a press release dated January 25, 2012, Old National Bancorp announced its intent to acquire Indiana Community Bancorp in an all stock transaction. Under the terms of the merger agreement, which was approved by the boards of both companies, Indiana Community Bancorp shareholders will receive 1.90 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock held by them. As provided in the merger agreement, the exchange ratio is subject to certain adjustments (calculated prior to closing) under circumstances where the consolidated shareholders’ equity of Indiana Community Bancorp is below a specified amount, the loan delinquencies of Indiana Community Bancorp exceed a specified amount or the credit mark for certain “Special Loans” of Indiana Community Bancorp (as defined in the merger agreement) falls outside a specified range. Based upon current estimates, no adjustments to the 1.90 exchange ratio would be required as a result of the shareholders’ equity or delinquent loan levels. However, the credit mark for the Special Loans as determined under the merger agreement (and as adjusted for net charge-offs on those loans after December 31, 2011), was $36.792 million as of March 31, 2012. If the exchange ratio adjustment was measured as of March 31, 2012, this would have resulted in a reduction in the exchange ratio from 1.90 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock, to 1.8241 shares. It is important to note, however, that the exchange ratio may be adjusted up or down between March 31, 2012, and 10 days before the closing of the merger based on further changes in the credit mark for the certain loans. The transaction is expected to close in the third quarter of 2012, subject to approval by federal and state regulatory authorities and Indiana Community Bancorp’s shareholders and the satisfaction of the closing conditions provided in the merger agreement.

About Old National

Old National Bancorp is the largest financial services holding company headquartered in Indiana and, with $8.6 billion in assets, ranks among the top 100 banking companies in the United States. Since its founding in Evansville in 1834, Old National has focused on community banking by building long-term, highly valued partnerships with clients in its primary footprint of Indiana, Illinois and Kentucky. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old National also owns Old National Insurance which is one of the top 100 largest agencies in the US and the 10th largest bank-owned insurance agency. For more information and financial data, please visit Investor Relations at oldnational.com.

Source: Old National Bancorp.