Edgar Filing: OLD NATIONAL BANCORP /IN/

425

Filed by Old National Bancorp

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Founders Financial Corporation.

Commission File No.: 001-15817

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.

* * *

Old National Bancorp

Second-Quarter 2014 Earnings

and Intent to Acquire Founders

Financial Corporation

July 28, 2014

Lynell Walton

Investor Relations

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.

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.

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.

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.

Executing the Plan –

2Q14 Highlights

•

Continued

execution

our

M&A

strategy

adding

higher-growth

markets

Continue to

Grow Core

Revenue

•

Organic

loan

growth

$139.6

million

11.4%

annualized,

over

1Q14

and

growth

$214.0

million

4.0%,

from

2Q14

•

Total

revenue

growth

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

35%+

track

announced

–

50%

realized

half of 2014

•

Expected United Bancorp, Inc. cost savings of 32% forecasted on track as

announced

–

25%

realized

2014

Excluding change in FDIC covered loans, loans acquired in acquisitions and loans sold

Excluding changes in securities gains, accretion income and amortization of the indemnification asset

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.

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

Adjusted Income

–

Strong Growth

$ in millions

$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

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

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

Net Interest Margin

2Q13

1Q14

2Q14

Total NIM

3.97%

4.22%

4.07%

Tower Accretion

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

$ 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

Change

Net

Interest

Income

Interest Rate Sensitivity

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%

Tangible Common Book Value

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

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

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

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

$0.6

$6.4

$7.5

2Q13

2Q14

Wealth Management

Fee-Based Business Revenue

$ in millions

$4.1

2Q13

2Q14

Investments

$9.3

$9.8

2Q13

2Q14

Insurance

Daryl Moore

Chief Credit Officer

Net Charge-Offs / Provision

$ in millions

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

($3.3)

($0.4)

$1.1

Consolidated Provision

for Loan Losses

($3.7)

$0.0

($0.4)

$ in millions

Loans less those acquired through the Tower Financial transaction

Credit Quality –

Excluding Covered Loans

ONB

Risk Grade

Grade

Name

Investment Grade

Minimal Risk

Modest Risk

Average Risk

Monitor

Weak Monitor

Watch

Criticized (Special Mention)

Classified (Substandard Accruing)

Nonaccruing + Doubtful

$152.8

$112.3

$112.9

$98.8

2Q13

1Q14

2Q14

Special Mention Loans

$68.9

$85.7

$107.2

$99.5

2Q13

1Q14

2Q14

Substandard Accruing Loans

$129.5

$84.8

$96.7

$75.9

2Q13

1Q14

2Q14

Substandard Nonaccruing + Doubtful

Loans

Bob Jones

Chief Executive Officer

Update on Acquisitions

Michigan / Northern Indiana Branches

Tower Financial Corporation

–

Fort Wayne, IN

United Bancorp, Inc.

–

Ann Arbor, MI

LSB Financial Corp.

–

Lafayette, IN

ONB to Acquire Founders Bank & Trust

ONB

UBMI

LSBI

FB&T

Founders Bank & Trust offers 4 branches,

$466 million in total assets and $378

million in deposits

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

Pending branches from United Bancorp, Inc. and LSB Financial Corp. transaction

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 (%)

Fifth Third Bancorp

2,949,671

23.19

Wells Fargo & Co.

2,103,751

16.54

JPMorgan Chase & Co.

1,573,960

12.38

Huntington Bancshares Inc.

1,260,726

9.91

Mercantile Bank Corp.

918,269

7.22

Chemical Financial Corp.

507,546

3.99

Macatawa Bank Corp.

480,586

3.78

Comerica Inc.

399,327

3.14

Founders Financial Corp.

386,458

3.04

PNC Financial Services Group Inc.

314,577

2.47

Market Total

203

12,718,619

100.00

Kent county market share

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

approximately

5.25

years

(inclusive

$7.8

million

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

3.25

common

ONB

$38.00

per

cash

(fixed)

for

each

common

Founders

assuming ONB price of $13.87 (closing price as of July 25, 2014)

Approximately

54%

stock

46%

cash

–

Assumes

3.4

million

ONB

common

stock

issued

210% price / tangible book value (6/30/14) and 15.0x P/2013 earnings

The exchange ratio is subject to adjustment under certain circumstances as provided in the merger agreement.

Defined as the number of years for pro forma TBV per share to exceed stand-alone projected TBV per share, inclusive of acquisition costs

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

approximately

$83.08

per

Founders

and

$88.2

million

the

aggregate,

Old National Bancorp

Thank You

Q&A

Old National Bancorp

Appendix

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

Balance Sheet Mix as of March 31, 2014

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

Founders Bank & Trust

Old National Bancorp

Pro Forma

Old National Bancorp

Founders Bank & Trust

Covering Durbin

Anticipated 2015 earnings per share accretion from recent acquisitions

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

, 2015 effective date)

$.19 to $.21 cumulative accretion

Our recent acquisitions are expected to cover our

anticipated Durbin impact

Anticipated earnings accretion at each respective deal’s announcement date

Interest Rate Curves

1.5Y

2.5Y

7.5Y

10Y

15Y

20Y

30Y

Up 200 vs. Base

Base

Up 200

1.5Y

2.5Y

7.5Y

10Y

15Y

20Y

30Y

Forward Curves

6/30/2014

6/30/2015

6/30/2016

Investment Portfolio

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

$ 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

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

Mar. 31,

2014

Market

Value

June 30,

2014

Market

Value $

Change

Investment Portfolio

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

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

Average Total Loan Trends

$ in millions

Includes both covered and non-covered loans

$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.

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

Covered Loans

(Integra)

Covered Assets / Risk Grades

this

portfolio

covered

loans*,

the

FDIC

will

reimburse

Old

National

for

80%

the

losses

$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

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

Investment Grade

Minimal Risk

Modest Risk

Average Risk

Monitor

Weak Monitor

Watch

Criticized (Special

Mention)

Classified (Substandard

Accruing)

Nonaccruing + Doubtful

$ in millions – period-end balances

*Covered loans shown net of $70.5 million discount

Credit Quality –

Excluding Covered Loans

See Appendix for definition of Peer Group

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

ONB

Peer Group Average

0.44%

0.30%

2Q13

1Q14

2Q14

90+

Day

Delinquent

Loans

ONB

Peer Group Average

Credit Quality –

ALLL and Mark Summary

$ in millions

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

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

0.86%

7.41%

29.53%

13.56%

6.92%

3.18%

Allowance For Loan and Lease Loss/Loan Mark Summary

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%

Capital Ratios

See Appendix for definition of Peer Group

Peer Group data per SNL Financial

$ in millions

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%

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

Tier 1 Risk-Based Capital Ratio

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

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

$30.6

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

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

1.7

Tangible Net Income

$30.0

$28.0

$20.4

ROTCE

14.95%

13.84%

9.76%

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

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%

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

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

$4.5

Noninterest Income Less Security Gains

0.0

1.2

Revenue Less Security Gains

0.0

5.7

Noninterest Expense

0.9

2.5

8.5

Intangible Amortization

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

1.7

Noninterest Expense Less Intangible Amortization

84.2

83.9

87.9

Efficiency Ratio

65.88%

65.81%

72.58%

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.

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

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