Successful Acquisitions and Organic Loan Growth Drive Strong 4th Quarter Earnings for Old National

Mon Jan 28, 2013 9:00am EST

* Reuters is not responsible for the content in this press release.

http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20130128:nGNXUXACOa

4th Quarter Highlights:

* Earnings per share of $.23
* Period end commercial loans (excluding covered loans) increase 3.3%
* Total revenues increase 17.9%
* Improvement in overall credit quality

2012 Highlights:

* Full year net income increases 26% over 2011; highest net income since 2002
* Net loan charge-off ratio decreases 65% from 2011 levels; lowest net charge-off ratio since 1999
* Indiana Community acquisition closed September 15, 2012
* Period end total loans (excluding covered loans and current acquisition) increase $284.3 million
or 6.9%

EVANSVILLE, Ind., Jan. 28, 2013 (GLOBE NEWSWIRE) -- Today Old National Bancorp (NYSE:ONB) reported
4th quarter net income of $23.0 million, or $.23 per share. These 4th quarter results compare
favorably to the net income of $19.7 million, or $.20 per share, that Old National reported in 3rd
quarter 2012, and net income of $22.2 million, or $.23 per share, that Old National reported in
4th quarter 2011.

Net income for the 12 months ended December 31, 2012, was $91.7 million, or $.95 per share. These
results represent a $19.2 million, or 26% increase, to full-year 2011 net income of $72.5 million
and a 25% increase to full-year 2011 earnings per share of $.76.

As was announced in a press release dated January 24, 2013, Old National Bancorp's Board of
Directors declared an increase in its common stock dividend to $.10 per share on the Company's
outstanding shares. This new dividend level represents an 11.1% increase over the previous cash
dividend level of $.09 per common share. This dividend is payable March 15, 2013, to shareholders
of record on March 1, 2013. For purposes of broker trading, the ex-date of the cash dividend is
February 27, 2013.

Bob Jones, Old National's President and CEO stated, "I am extremely proud of the 2012 financial
results for Old National. Producing the highest net income seen by the Company in a decade clearly
demonstrates the success of our recent acquisitions and the importance of organic loan growth
while maintaining a watchful eye on credit and expenses. Additionally, we closed on two of our
branch sales on January 18 and anticipate the third sale closing later in the 1st quarter of this
year. With the hard work of our dedicated associates producing these strong results, as well as
the recently announced pending purchase of 24 branches from Bank of America, we're certainly
starting off 2013 with positive momentum."

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 4th quarter of 2012 of $2.2 million, compared to
$.4 million in the 3rd quarter of 2012 and the $1.0 million in the 4th quarter of 2011. For the
full year 2012, Old National reported $5.0 million of provision for loan losses compared to $7.5
million in 2011. Old National's net charge-offs for 4th quarter 2012 were $2.2 million, or .17% of
total loans, compared to $.4 million, or .03% of total loans in 3rd quarter 2012 and $8.5 million,
or .71% of total loans, in 4th quarter 2011. For the full year 2012, Old National reported net
charge-offs of $8.3 million, or .17% of total loans, compared to $21.7 million, or .49% of total
loans, in 2011.

Excluding covered loans, provision expense for the 4th quarter of 2012 was $1.8 million, compared
to ($.3) million in 3rd quarter 2012 and $.1 million in 4th quarter 2011. Old National's net
charge-offs for the 4th quarter, excluding covered loans, were $3.2 million, compared to ($.4)
million reported in 3rd quarter 2012 and significantly lower than the $8.2 million in net
charge-offs reported in 4th quarter 2011. Excluding covered loans, for the full year 2012, Old
National reported provision expense of ($1.0) million compared to $6.5 million in 2011.
Additionally, net loan charge-offs for the full year 2012 fell to .16% - a substantial decrease
from Old National's full year 2011 mark of .53%.

Excluding covered loans, Old National's allowance for loan losses at December 31, 2012, was $49.0
million, or 1.02% of total loans, compared to an allowance of $50.4 million, or 1.05% of total
loans at September 30, 2012, and $57.1 million, or 1.38% of total loans, at December 31, 2011.
Excluding covered loans, the coverage of allowance to non-performing loans stood at 31% at
December 31, 2012, compared to 29% at September 30, 2012.

"2012 was a year of notable improvement in our credit quality ratios, with the most recent quarter
exhibiting meaningful progress," stated Daryl Moore, Old National's Chief Credit Officer. "We've
not only experienced solid performance in our core portfolio, but we have made notable progress in
working through the loan portfolio of our recent acquisitions. As is typical, we anticipate some
variability of the portfolio during 2013. We will continue to closely monitor borrower's financial
statements and the potential changes of individual loans."

The following table presents certain credit quality metrics related to Old National's loan
portfolio:

 ($ in millions)                 2009    2010    2011    2012    3Q12    3Q12*   4Q12    4Q12*   
 Non-Performing Loans(NPLs)      $67.0   $70.9   $299.5  $263.5  $295.7  $172.0  $263.5  $159.5  
 Problem Loans (Including NPLs)  $157.1  $174.3  $404.3  $355.4  $408.7  $260.0  $355.4  $233.4  
 Special Mention Loans           $103.5  $84.0   $103.2  $122.6  $149.6  $135.3  $122.6  $113.3  
 Net Charge-Off Ratio            1.40%   .75%    .49%    .16%    .03%    (.03%)  .17%    .26%    
 Provision for Loan Losses       $63.3   $30.8   $7.5    $5.0    $.4     ($.3)   $2.2    $1.8    
 *Excludes covered loans.                                                                        


2. ENHANCE MANAGEMENT DISCIPLINE

Expense Management

Old National reported total noninterest expenses of $99.4 million for the 4th quarter of 2012,
compared to $89.0 million in the 3rd quarter of 2012 and $93.7 million for the 4th quarter of
2011. Noninterest expenses for the 4th quarter of 2012 included $3.7 million of Indiana
Community-related expenses (of which $2.0 million were integration and conversion charges), $2.6
million in branch optimization expense, $1.9 million for the extinguishment of debt and a $1.0
million contribution to the ONB Foundation. Noninterest expenses for the 3rd quarter of 2012
included $5.5 million of Indiana Community-related expenses - of which $4.9 million were
integration and conversion charges, and $.8 million in branch optimization expense. 

Capital Management

Old National's capital position remained well above industry requirements at December 31, 2012,
with regulatory tier 1 and total risk-based capital ratios of 13.7% and 14.8%, respectively,
compared to 12.9% and 14.1% at September 30, 2012, and 13.5% and 15.0% at December 31, 2011. This
strong capital position allowed the company to be active during the quarter in the
board-authorized buyback program, as Old National repurchased 250,000 shares in the open market
during the quarter.

The ratio of tangible common equity to tangible assets stood at 9.01% at December 31, 2012,
compared to 9.05% at September 30, 2012, and 8.97% at December 31, 2011. Refer to Table 1 for
Non-GAAP reconciliations.

                                  Well Capitalized  ONB at December 31, 2012  
 Tier 1 Risk-Based Capital Ratio  ≥ 6%              13.7%                     
 Total Risk-Based Capital Ratio   ≥ 10%             14.8%                     
 Tier 1 Leverage Capital Ratio    ≥ 5%              8.6%                      


3. ACHIEVE CONSISTENT QUALITY EARNINGS

Balance Sheet and Net Interest Margin

At December 31, 2012, Old National's total loans stood at $5.209 billion compared to $5.253
billion at September 30, 2012. Excluding covered loans, Old National's total loan portfolio grew
$32.6 million, to $4.837 billion at December 31, 2012, from $4.804 billion at September 30, 2012.
Contributing to this increase in organic loan growth was a $48.2 million increase in residential
real estate loans and a $42.9 million increase in commercial loans which more than offset the
declines in commercial real estate and consumer loans. For the 4th quarter 2012, average total
loans were $5.227 billion, a $398.9 million increase from the $4.828 billion for the 3rd quarter
2012, and primarily due to the acquisition of Indiana Community Bancorp, which closed on September
15, 2012.

Total investments, including money market accounts, increased $189.0 million to $2.990 billion at
December 31, 2012, from $2.801 billion at September 30, 2012. Average total investments increased
$122.0 million to $2.866 billion at December 31, 2012, from $2.744 billion at September 30, 2012.
The increase in average balances is primarily attributable to the acquisition of Indiana
Community. Securities gains for the 4th quarter (net of $.3 million of other-than-temporary
impairment) totaled $4.2 million, compared to 3rd quarter securities gains of $2.7 million (net of
$.2 million of other-than-temporary impairment). 

Total core deposits, including demand and interest-bearing deposits, grew organically during the
quarter and stood at $7.279 billion at December 31, 2012, an increase of $60.7 million over the
September 30, 2012, balance of $7.218 billion. On average, total core deposits increased to $7.187
billion during 4th quarter 2012 compared to $6.679 billion during 3rd quarter 2012. The increase
in average balances was primarily attributable to the acquisition of Indiana Community.

For 4th quarter 2012, Old National reported net interest income of $84.4 million compared to $74.1
million in 3rd quarter 2012, and $76.6 million for 4th quarter 2011. Included in 4th quarter 2012
net interest income is $5.8 million associated with the Indiana Community acquisition, $2.1
million associated with the Monroe acquisition, and $11.2 million associated with the Integra
acquisition, related to the accretion of purchase accounting discounts. Included in 3rd quarter
2012 net interest income is $.3 million associated with the Indiana Community acquisition, $2.2
million associated with the Monroe acquisition, and $9.1 million associated with the Integra
acquisition, related to the accretion of purchase accounting discounts.

Net interest income on a fully taxable equivalent basis was $87.9 million for 4th quarter 2012 and
represented a net interest margin on total average earning assets of 4.34%. This compares
favorably to net interest income on a fully taxable equivalent basis of $77.5 million and a margin
of 4.09% in 3rd quarter 2012 and net interest income on a fully taxable equivalent basis of $79.6
million and a margin of 4.20% for 4th quarter 2011. Included in 4th quarter 2012 net interest
margin is 29 basis points associated with the Indiana Community acquisition, 10 basis points
associated with the Monroe acquisition and 55 basis points associated with the Integra
acquisition, related to the accretion of purchase accounting discounts. Included in 3rd quarter
2012 net interest margin is 2 basis points associated with the Indiana Community acquisition, 12
basis points associated with the Monroe acquisition and 48 basis points associated with the
Integra acquisition, related to the accretion of purchase accounting discounts. Refer to Tables A
and B for Non-GAAP taxable equivalent reconciliations.

For the full year 2012, net interest income on a fully taxable equivalent basis was $321.9 million
and represented a net interest margin on total average earning assets of 4.23%. This compares
favorably to net interest income on a fully taxable equivalent basis of $284.7 million and a
margin of 3.87% for 2011. Included in 2012's and 2011's net interest margins is $57.5 million and
$36.9 million, respectively, associated with the various acquisitions related to the accretion of
purchase account discounts. Refer to Table C for Non-GAAP taxable equivalent reconciliations.

Fees, Service Charges and Other Revenue

For 4th quarter 2012 total fees, service charges and other revenue were $46.9 million compared to
$38.0 million in 3rd quarter 2012 and $46.1 million in 4th quarter 2011. The 4th quarter of 2012
included a benefit of $.7 million from the change in indemnification asset relating to the
acquisition of Integra Bank, compared to a reduction of $4.9 million in 3rd quarter 2012 and a
reduction of $.1 million in 4th quarter 2011. The Indiana Community acquisition contributed an
additional $1.8 million in fees, service charges and other revenue during the current quarter. 

About Old National

Old National Bancorp (NYSE:ONB) is the largest financial services holding company headquartered in
Indiana and, with $9.5 billion in assets, ranks among the top 100 banking companies in the U.S.
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, one of the 100 largest brokers in the U.S. For more information and financial data,
please visit Investor Relations at oldnational.com.

The Old National Bancorp logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1872
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Conference Call

Old National will hold a conference call at 10:00 a.m. CT on Monday, January 28, 2013, to discuss
4th quarter 2012 financial results, strategic developments, and the Company's financial outlook.
The live audio web cast of the call, along with the corresponding presentation slides, will be
available on the Company's Investor Relations web page at oldnational.com
http://www.globenewswire.com/newsroom/ctr?d=10019089&l=36&a=oldnational.com&u=http%3A%2F%2Fwww.oldnational.com%2F
 and will be archived there for 12 months. A replay of the call will also be available from 1:00
p.m. CT on January 28 through February 11. To access the replay, dial 1-855-859-2056, conference
code 85748760.

Use of Non-GAAP Financial Measures

This earnings release contains GAAP financial measures and non-GAAP financial measures where
management believes it to be helpful in understanding Old National's results of operations or
financial position. Where non-GAAP financial measures are used, the comparable GAAP financial
measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in
this release or the Quarterly Financial Trends supplement to this earnings release, which can be
found on Investor Relations at oldnational.com.

Table 1: Non-GAAP Reconciliation-Tangible Equity to Tangible Assets

 (end of period balances - $ in millions)  September 30, 2012  December 31, 2012  
 Total Shareholders' Equity                $1,186.8            $1,194.6           
 Deduct: Goodwill and Intangible Assets    (371.2)             (368.0)            
 Tangible Shareholders' Equity             $815.6              $826.5             
 Total Assets                              $9,383.0            $9,543.6           
 Add: Trust Overdrafts                     1.7                 .1                 
 Deduct: Goodwill and Intangible Assets    (371.2)             (368.0)            
 Tangible Assets                           $9,013.6            $9,175.7           
 Tangible Equity to Tangible Assets        9.05%               9.01%              


Forward-Looking Statement

This press release 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'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; 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 (including its pending branch transaction with Bank of
America) and satisfy the items addressed in Old National's Consent Order with the Office of the
Comptroller of the Currency, changes in the economy which could materially impact credit quality
trends and the ability to generate loans and gather deposits, failure or circumvention of Old
National's internal controls, failure or disruption of our information systems, failure to adhere
to or 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 press release and other factors identified in the Company's Annual Report on Form 10-K and
other periodic filings with the Securities and Exchange Commission. These forward-looking
statements are made only as of the date of this press release, and Old National undertakes no
obligation to release revisions to these forward-looking statements to reflect events or
conditions after the date of this release.

                                                                                              
 OLD NATIONAL BANCORP                                                                         
 Financial Highlights (Table A)                   Three-Months Ended                            
 ($ in thousands except per-share data)           Dec. 31,    Sept. 30,                       
 (FTE) Fully taxable equivalent basis.            2012        2012        Change    % Change  
 Income Data:                                                                                 
 Net Interest Income                              $84,361     $74,150     $10,211   13.8%     
 Taxable Equivalent Adjustment                    3,545       3,340       205       6.1       
 Net Interest Income (FTE)                        87,906      77,490      10,416    13.4      
 Fees, Service Charges and Other Revenues         46,883      37,966      8,917     23.5      
 Securities Gains (Losses) (a)                    4,228       2,675       1,553     58.1      
 Derivative Gains (Losses)                        163         226         (63)      (27.9)    
 Total Revenue (FTE)                              139,180     118,357     20,823    17.6      
 Provision for Loan Losses                        2,181       400         1,781     N/M       
 Noninterest Expense                              99,425      89,019      10,406    11.7      
 Income before Taxes                              37,574      28,938      8,636     29.8      
 Provision for Taxes (FTE)                        14,565      9,201       5,364     58.3      
 Net Income                                       23,009      19,737      3,272     16.6      
                                                                                              
 Per Common Share Data: (Diluted) (b)                                                         
 Net Income Attributable to Common Shareholders   .23         .20         .03       15.0      
 Average Diluted Shares Outstanding               101,550     96,125      5,425     5.6       
 Book Value                                       11.81       11.70       .11       .9        
 Stock Price                                      11.87       13.61       (1.74)    (12.8)    
                                                                                              
 Performance Ratios:                                                                          
 Return on Average Assets                         .98%        .91%        .07%      7.7       
 Return on Average Common Equity (c)              7.73        7.17        .56       7.8       
 Net Interest Margin (FTE)                        4.34        4.09        .25       6.1       
 Other Expense to Revenue (Efficiency Ratio) (d)  72.15       75.26       (3.11)    (4.1)     
 Net Charge-offs to Average Loans (e)             .26         (.03)       .29       N/M       
 Reserve for Loan Losses to Ending Loans (e)      1.02        1.05        (.03)     (2.9)     
 Non-Performing Loans to Ending Loans (e)         3.31        3.59        (.28)     (7.8)     
                                                                                              
 Balance Sheet:                                                                               
 Average Assets                                   $9,390,323  $8,715,272  $675,051  7.7       
 End of Period Balances:                                                                      
 Assets                                           9,543,623   9,383,044   160,579   1.7       
 Investments                                      2,944,636   2,764,280   180,356   6.5       
 Money Market Investments (f)                     45,784      37,043      8,741     23.6      
 Commercial Loans and Leases                      1,392,459   1,363,516   28,943    2.1       
 Commercial Real Estate Loans                     1,438,709   1,528,167   (89,458)  (5.9)     
 Consumer Loans                                   1,004,827   1,034,418   (29.591)  (2.9)     
 Residential Real Estate Loans                    1,360,599   1,317,065   43,534    3.3       
 Residential Real Estate Loans Held for Sale      12,591      9,911       2,680     27.0      
 Earning Assets                                   8,199,605   8,054,400   145,205   1.8       
 Core Deposits (Excluding Brokered CDs)           7,278,873   7,218,249   60,624    .8        
 Borrowed Funds (Including Brokered CDs)          827,388     743,690     83,698    11.3      
 Common Shareholders' Equity                      1,194,565   1,186,764   7,801     .7        
 (a) Includes $336 and $202, respectively, for other-than-temporary impairment in 4th and 3rd quarters 2012. 
 (b) Assumes conversion of stock options and restricted stock.                                    
 (c) Based on average common shareholders' equity of $1,190,730 and $1,101,795, respectively, for December 31, 2012 and September 30, 2012. 
 (d) Noninterest expense before amortization of intangibles as a percent of FTE net interest income and noninterest revenues, excluding net gains from securities transactions. 
 (e) Excludes residential loans held for sale and covered loans.                                  
 (f) Includes money market investments and Federal Reserve interest earning accounts.             
 N/M = Not meaningful.                                                                            


                                                                                                                                                                                                      
 OLD NATIONAL BANCORP                                                                                                                                                                                     
 Financial Highlights (Table B)                   Three-Months Ended                                                                                                                                      
 ($ in thousands except per-share data)           Dec. 31,                             Dec. 31,                                                                                                       
 (FTE) Fully taxable equivalent basis.            2012                                 2011                                 Change                               % Change                             
 Income Data:                                                                                                                                                                                         
 Net Interest Income                              $84,361                              $76,595                              $7,766                               10.1%                                
 Taxable Equivalent Adjustment                    3,545                                2,979                                566                                  19.0                                 
 Net Interest Income (FTE)                        87,906                               79,574                               8,332                                10.5                                 
 Fees, Service Charges and Other Revenues         46,883                               46,120                               763                                  1.7                                  
 Securities Gains (Losses) (a)                    4,228                                2,755                                1,473                                53.5                                 
 Derivative Gains (Losses)                        163                                  272                                  (109)                                (40.1)                               
 Total Revenue (FTE)                              139,180                              128,721                              10,459                               8.1                                  
 Provision for Loan Losses                        2,181                                1,036                                1,145                                110.5                                
 Noninterest Expense                              99,425                               93,680                               5,745                                6.1                                  
 Income before Taxes                              37,574                               34,005                               3,569                                10.5                                 
 Provision for Taxes (FTE)                        14,565                               11,791                               2,774                                23.5                                 
 Net Income                                       23,009                               22,214                               795                                  3.6                                  
                                                                                                                                                                                                      
 Per Common Share Data: (Diluted) (b)                                                                                                                                                                 
 Net Income Attributable to Common Shareholders   .23                                  .23                                  -                                    -                                    
 Average Diluted Shares Outstanding               101,550                              94,866                               6,684                                7.0                                  
 Book Value                                       11.81                                10.92                                .89                                  8.2                                  
 Stock Price                                      11.87                                11.65                                .22                                  1.9                                  
                                                                                                                                                                                                      
 Performance Ratios:                                                                                                                                                                                  
 Return on Average Assets                         .98%                                 1.01%                                (.03)%                               (3.0)                                
 Return on Average Common Equity (c)              7.73                                 8.64                                 (.91)                                (10.5)                               
 Net Interest Margin (FTE)                        4.34                                 4.2                                  .14                                  3.3                                  
 Other Expense to Revenue (Efficiency Ratio) (d)  72.15                                72.02                                .13                                  .2                                   
 Net Charge-offs to Average Loans (e)             .26                                  .80                                  (.54)                                (67.5)                               
 Reserve for Loan Losses to Ending Loans (e)      1.02                                 1.38                                 (.36)                                (26.1)                               
 Non-Performing Loans to Ending Loans (e)         3.31                                 2.82                                 .49                                  17.4                                 
                                                                                                                                                                                                      
 Balance Sheet:                                                                                                                                                                                       
 Average Assets                                   $9,390,323                           $8,759,154                           $631,169                             7.2                                  
 End of Period Balances:                                                                                                                                                                              
 Assets                                           9,543,623                            8,609,683                            933,940                              10.8                                 
 Investments                                      2,944,636                            2,589,517                            355,119                              13.7                                 
 Money Market Investments (f)                     45,784                               31,246                               14,538                               46.5                                 
 Commercial Loans and Leases                      1,392,459                            1,341,409                            51,050                               3.8                                  
 Commercial Real Estate Loans                     1,438,709                            1,393,304                            45,405                               3.3                                  
 Consumer Loans                                   1,004,827                            990,061                              14,766                               1.5                                  
 Residential Real Estate Loans                    1,360,599                            1,042,429                            318,170                              30.5                                 
 Residential Real Estate Loans Held for Sale      12,591                               4,528                                8,063                                N/M                                  
 Earning Assets                                   8,199,605                            7,392,494                            807,111                              10.9                                 
 Core Deposits (Excluding Brokered CDs)           7,278,873                            6,589,813                            689,060                              10.5                                 
 Borrowed Funds (Including Brokered CDs)          827,388                              737,373                              90,015                               12.2                                 
 Common Shareholders' Equity                      1,194,565                            1,033,556                            161,009                              15.6                                 
 (a) Includes $336 and $910, respectively, for other-than-temporary impairment in 4th quarter 2012 and 4th quarter 2011.                                                                                  
 (b) Assumes conversion of stock options and restricted stock.                                                                                                                                            
 (c) Based on average common shareholders' equity of $1,190,730 and $1,028,564 respectively, for 2012 and 2011.                                                                                           
 (d) Noninterest expense before amortization of intangibles as a percent of FTE net interest income and noninterest revenues, excluding net gains from securities transactions.                           
 (e) Excludes residential loans held for sale and covered loans.                                                                                                                                          
 (f) Includes money market investments and Federal Reserve interest earning accounts.                                                                                                                     
 N/M = Not meaningful.                                                                                                                                                                                    


                                                                                                                                                                                                      
 OLD NATIONAL BANCORP                                                                                                                                                                                     
 Financial Highlights (Table C)                   Twelve-Months Ended                                                                                                                                     
 ($ in thousands except per-share data)           Dec. 31,                             Dec. 31,                                                                                                       
 (FTE) Fully taxable equivalent basis.            2012                                 2011                                 Change                               % Change                             
 Income Data:                                                                                                                                                                                         
 Net Interest Income                              $308,757                             $272,873                             $35,884                              13.2%                                
 Taxable Equivalent Adjustment                    13,188                               11,821                               1,367                                11.6                                 
 Net Interest Income (FTE)                        321,945                              284,694                              37,251                               13.1                                 
 Fees, Service Charges and Other Revenues         175,358                              174,627                              731                                  .4                                   
 Securities Gains (Losses) (a)                    13,638                               7,282                                6,356                                87.3                                 
 Derivative Gains (Losses)                        820                                  974                                  (154)                                (15.8)                               
 Total Revenue (FTE)                              511,761                              467,577                              44,184                               9.4                                  
 Provision for Loan Losses                        5,030                                7,473                                (2,443)                              (32.7)                               
 Noninterest Expense                              365,758                              348,521                              17,237                               4.9                                  
 Income before Taxes                              140,973                              111,583                              29,390                               26.3                                 
 Provision for Taxes (FTE)                        49,298                               39,123                               10,175                               26.0                                 
 Net Income                                       91,675                               72,460                               19,215                               26.5                                 
                                                                                                                                                                                                      
 Per Common Share Data: (Diluted) (b)                                                                                                                                                                 
 Net Income Attributable to Common Shareholders   .95                                  .76                                  .19                                  25.0                                 
 Average Diluted Shares Outstanding               96,833                               94,772                               2,061                                2.2                                  
 Book Value                                       11.81                                10.92                                .89                                  8.2                                  
 Stock Price                                      11.87                                11.65                                .22                                  1.9                                  
                                                                                                                                                                                                      
 Performance Ratios:                                                                                                                                                                                  
 Return on Average Assets                         1.04%                                .86%                                 .18%                                 20.9                                 
 Return on Average Common Equity (c)              8.34                                 7.24                                 1.10                                 15.2                                 
 Net Interest Margin (FTE)                        4.23                                 3.87                                 .36                                  9.3                                  
 Other Expense to Revenue (Efficiency Ratio) (d)  71.83                                73.80                                (1.97)                               (2.7)                                
 Net Charge-offs to Average Loans (e)             .16                                  .53                                  (.37)                                (69.8)                               
 Reserve for Loan Losses to Ending Loans (e)      1.02                                 1.38                                 (.36)                                (26.1)                               
 Non-Performing Loans to Ending Loans (e)         3.31                                 2.82                                 .49                                  17.4                                 
                                                                                                                                                                                                      
 Balance Sheet:                                                                                                                                                                                       
 Average Assets                                   $8,800,550                           $8,384,673                           $415,877                             5.0                                  
 End of Period Balances:                                                                                                                                                                              
 Assets                                           9,543,623                            8,609,683                            933,940                              10.8                                 
 Investments                                      2,944,636                            2,589,517                            355,119                              13.7                                 
 Money Market Investments (f)                     45,784                               31,246                               14,538                               46.5                                 
 Commercial Loans and Leases                      1,392,459                            1,341,409                            51,050                               3.8                                  
 Commercial Real Estate Loans                     1,438,709                            1,393,304                            45,405                               3.3                                  
 Consumer Loans                                   1,004,827                            990,061                              14,766                               1.5                                  
 Residential Real Estate Loans                    1,360,599                            1,042,429                            318,170                              30.5                                 
 Residential Real Estate Loans Held for Sale      12,591                               4,528                                8,063                                N/M                                  
 Earning Assets                                   8,199,605                            7,392,494                            807,111                              10.9                                 
 Core Deposits (Excluding Brokered CDs)           7,278,873                            6,589,813                            689,060                              10.5                                 
 Borrowed Funds (Including Brokered CDs)          827,388                              737,373                              90,015                               12.2                                 
 Common Shareholders' Equity                      1,194,565                            1,033,556                            161,009                              15.6                                 
 (a) Includes $1,414 and $1,409, respectively, for other-than-temporary impairment in 2012 and 2011.                                                                                                      
 (b) Assumes conversion of stock options and restricted stock.                                                                                                                                            
 (c) Based on average common shareholders' equity of $1,098,960 and $1,001,189, respectively, for 2012 and 2011.                                                                                          
 (d) Noninterest expense before amortization of intangibles as a percent of FTE net interest income and noninterest revenues, excluding net gains from securities transactions.                           
 (e) Excludes residential loans held for sale and covered loans.                                                                                                                                          
 (f) Includes money market investments and Federal Reserve interest earning accounts.                                                                                                                     
 N/M = Not meaningful.                                                                                                                                                                                    


CONTACT: Media:
         Kathy A. Schoettlin - (812) 465-7269
         Executive Vice President - Communications
         
         Financial Community:
         Lynell J. Walton - (812) 464-1366
         Senior Vice President - Investor Relations