Welcome to the Old National Bancorp's First Quarter 2012 Earnings Conference Call. This call is being recorded and has been made accessible to the public in accordance with the SEC's Regulation FD. The call, along with corresponding presentation slides, will be archived for 12 months on the Investor Relations page at oldnational.com. A replay of the call will also be available beginning at 1 p.m. Central today through May 14. To access the replay, dial 1 (855) 859-2056, conference ID code 70347875. Those participating today will be analysts and members of the financial community. [Operator Instructions] At this time, the call will be turned over to Lynell Walton, Director of Investor Relations, for opening remarks. Ms. Walton?

Thank you, Brooke, and good morning, everyone. Joining me today on Old National Bancorp's first quarter 2012 earnings conference call are management members Bob Jones, Chris Wolking, Daryl Moore, Jim Ryan and Joan Kissel. On Slide 4, you will find the standard forward-looking language. Our discussion today will contain forward-looking statements. Such statements are based on information and assumptions that are available at this time and are subject to certain risks and uncertainties that could cause the company's actual future results to materially differ from those discussed. These risks and uncertainties include, but are not limited to those which are contained in this slide and in Old National's filings with the SEC. Slide 5 contains non-GAAP financial measures language. Various numbers in this presentation have been adjusted for certain items to provide more comparable data between periods and as an aid to you in establishing more realistic trends going forward. We feel these adjusted metrics to be helpful in understanding Old National's results of operations and core performance trends. Reconciliations for such non-GAAP data are included within the presentation. As we have planned a detailed financial and strategic discussion of the first quarter, please turn to Slide 6 where you will see our agenda. Chris and Daryl will provide you with an in-depth look at our first quarter performance, with Chris discussing significant movement in various balance sheet and income statement items, including our net interest margin, as well as our strong capital metrics, while Daryl will update you on the continued improvement in our credit quality metrics and provide his commentary and our outlook in this area. Bob will then provide a strategic update on the major factors impacting our current operating environment and Old National's focus areas for the remainder of 2012 in response to these factors, as well as provide you with an update on our pending IBT transaction. Following these prepared remarks, we will be happy to open the line to take your questions. Before we begin, I'd like to thank Evansville's own Philharmonic Orchestra for graciously providing you the hold music you enjoyed before we began our call. With that, I'll turn the call over to President-elect of the Evansville Philharmonic Orchestra, Mr. Chris Wolking.

Thank you, Lynell. I'll begin on Slide 8 with earnings highlights for the first quarter. First quarter net income was $21.7 million, or $0.23 per share. This compares to fourth quarter 2011 earnings of $22.2 million, or $0.23 per share, and first quarter 2011 earnings of $16.4 million, or $0.17 per share. When adjusted for first quarter pretax merger and integration charges of approximately $800,000, our net income for the first quarter was $22.3 million, or $0.24 per share. The $800,000 in merger and integration costs in the first quarter includes expenses related to the Integra integration, as well as the pending acquisition of Indiana Bank & Trust. Additionally, we incurred $1.9 million in costs related to the reappraisal of Integra-related other real estate owned. $1.9 million is the net cost to Old National after accounting for the increase in the FDIC loss share receivable. Fourth quarter adjusted earnings per share was $0.27 per share, adjusted for $5.2 million in merger and integration costs. On Slide 9, we note that core deposits at March 31, 2012 were $56.7 million higher than at December 31, 2011. Noninterest-bearing demand deposits increased $39.5 million for the period, while customer certificates of deposit actually declined $72.9 million. So in the quarter, we saw healthy growth plus a better mix of core deposits compared to fourth quarter 2011. Net interest income for the quarter was $74.3 million, down $2.3 million compared to fourth quarter, and up $12.9 million from the first quarter of 2011. Net interest margin was flat, compared to fourth quarter, at 4.20%. We saw a positive impact on net interest income from the accretion of the purchase accounting discount of the Monroe and Integra loan portfolios. Monroe accretion added $3 million in net interest income in the first quarter, compared to $7.1…

Very good. Thank you, Chris, and good morning to everyone. I'd like to begin my remarks on Slide 19, where you can see that we posted very strong results in the quarter, with respect to both our 30-plus day, as well as our 90-plus day delinquency levels. As the top chart reflects, excluding covered loans, 30-plus delinquencies fell 33 basis points during the quarter, stand at 45 basis points at quarter's end. As you can see, this compares very favorably to the 139-basis-point results posted by the banks within our peer group for the trailing quarter. As you can also see from the chart, this 45 basis points represents the lowest level of delinquencies in the 14 quarters of performance shown. 90-plus day non-covered loan delinquencies, as you can see at the chart at the bottom of the slide, also fell in the quarter from 3 basis points to 1 basis point, and continues to be at a level considerably lower than that of our peers, whose average results are in the 55-basis-point area. If we dig into the individual portfolio of delinquencies a little deeper, for the quarter, we saw reductions in 30-plus delinquencies in each of the individual portfolio segments we tracked, including a reduction in our commercial real estate loan delinquencies. On Slide 20, you can see in the chart at the top of the slide that non-covered portfolio net charge-offs for the first quarter were $3.4 million, down from last quarter's level of $8.2 million. As reflected on the bottom chart of this slide, on an annualized basis, non-covered loan net charge-offs for the quarter were 33 basis points, down from 79 basis points in the fourth quarter, but up slightly from first quarter 2011, where we posted results of 27 basis points. Excluding covered assets,…

Great. Thank you, Daryl, and good morning to everyone. My remarks will begin on Slide 31. Chris and Daryl did an excellent job of providing you with the detail of our first quarter results, a quarter that I would characterize as consistent with our forecast, with the exception of the large OREO expense related to Integra. Before we open the call for your questions, I did want to provide you -- I wanted to close by providing you with our insights into the major macro and micro factors that we are focused on in the upcoming quarters. Our sense from conversations with our clients and prospects throughout the franchise is that the economy continues to recover at the same modest pace we discussed following the fourth quarter. We have begun to see employers increase their hiring to a point where a number of our clients have said they are having a difficult time finding employees. The consumer continues to increase their spending throughout our markets, particularly in the real estate and the automobile segments, all of which should have a positive impact on future borrowings. Despite the hiring occurring within the C&I segment, a vast majority of our clients and prospects continue to use their own cash for capital expenditures and inventory expansion. Further validation of this point was seen in Chris' slide on line utilization. Our agriculture segment has seen modest borrowings. Interestingly, what we have seen is a tale of 2 situations. Some clients have benefited from the higher commodity pricing, and the result from that positive impact on earnings has reduced their borrowing needs. On the other side of the equation, the higher commodity prices have weakened some borrowers to the point where they may not meet our credit standards. Given the Federal Reserve's continued focus on…

[Operator Instructions] Your first question comes from Stephen Geyen with Stifel, Nicolaus.

Maybe just a couple of questions for Daryl. You mentioned the movement in the loan portfolio, the Grade 1 to 6 outside of your footprint. And just curious how much credits remain outside of your footprint and whether you intend to move those off the books as well?

Yes, Stephen, I don't have the numbers or the dollars for you. I would tell you that we have Integra borrowers that have no relationship with us and that are outside of our footprint. Our strategy is to move those clients out over time. We can get back to you with the numbers and the dollars, but I don't have those with me today. That, clearly, is our strategy.

Okay. And the lower provision was driven, I guess, in part by the classified and criticized loans. Just curious, did guys have any sales or was it just primarily driven by paydowns?

Just paydowns and work out through our special assets. We did not have any sales in the quarter.

Your next question comes from Scott Siefers with Sandler O'Neill.

Chris, I guess, the first question is probably for you. Just on the OREO revaluation. I just want to get a little clearer perspective on how we should think about that, maybe going forward. It sounds like this was pretty much a one-time thing, at least, the overall dollar value being this high. But how frequently will those revaluations occur? Is that something that's kind of captured in the, I think, the 1-year look back you have from an accounting standpoint, or how can we think about that going forward?

Yes. And both Daryl and I will share some information on this. Scott, that large adjustment was related to other real estate owned, which as you know, has a little different impact on the IA than what would be normally expected with normal cash flow expectations. So we would not expect to see anything of that magnitude going forward. It was largely taken care of this quarter, not to say that something couldn't happen with appraisals, but that was a big number and something that we wouldn't anticipate going forward. Daryl?

And Scott, we order and update appraisals on our OREO property at least annually. So as Chris said, it could be that we have appraisals that come in something lower than we have on the books today. But this was a very unusual circumstance, a very large relationship. And as he said, we would not anticipate to have this magnitude of an adjustment in OREO going forward.

Scott, just to add to that. I think Chris said in his remarks, this is a property down in the Southeast portion of the country. And as you all know better than we do, the real estate values still haven't recovered in that portion, at least yet.

Okay, that's very helpful color. And then just a separate question, Bob, probably best for you. Just curious as you look at kind of the changing complexion of the portfolio. You've had, I guess, a lot of runoff just in the acquired portfolios over the last several quarters. But then you've got the residential real estate piece that's showing some pretty nice growth and is becoming an increasingly large part of the overall portfolio. How do you think about the way the portfolio is changing? How large would you let the residential real estate piece go? I guess any color you can provide on your thoughts there?

Yes, Scott, I think we're comfortable with the growth as we see it for the upcoming quarters. Obviously, we'd like to see C&I growth, which may temper some of our enthusiasm for keeping some of those real estate assets on the balance sheet. But given the rate environment and given the quality of that portfolio, we're still very comfortable with it. In a perfect world, I'll grow that, as well as my C&I portfolio and get to that top line revenue growth number we've talked about. But at this stage, we're comfortable. And again, if you go back to the Appendix on Slide 40, you can see the quality of that portfolio continue to be very, very solid.

This is Chris. I might add just one point, too. I think that, that strong growth in the core deposit footings also gives us some comfort about adding those types of assets, adding real estate assets to the portfolio. When you have that kind of core deposit growth, it gives you a lot more flexibility with the asset side of the balance sheet and making decisions about asset growth.

Your next question comes from Emlen Harmon with Jefferies.

Chris, I'll start with a question for you. Could you give us a sense of just how you're thinking about overall balance sheet size going forward? You talked of kind of good core deposit growth, but we are seeing still some runoff in kind of the other CD book in there. And just, should we think about balance sheet growth going forward? Or is there still some potential runoff on the liability side where you could continue to shrink the securities books going forward?

Yes, good question. Obviously, with strong deposit growth, we have to make some decisions about the asset side, and therein lies the reason for a little bit of growth in our investment portfolio. But as Bob shared, our objective is to stay asset-sensitive, and we'd anticipate continuing to grow the investment portfolio with the, relatively speaking, short-duration assets. In terms of overall size, the capital base gives us a tremendous amount of room to grow organically, and that's certainly what we'd like to see. And I will also say that with large gains in our available-for-sale portfolio, we have lots of flexibility on the asset side, as we see commercial loan growth. So I'm very pleased about where we are positioning-wise. We certainly can support any quality core asset growth that comes down the pipe to us.

Got you. And then, I guess, following up on that, you touched on hoping to see a kind of commercial growth turning the corner. At some point in the future here, and Bob, in your comments, you noted that the demand environment still seems somewhat tepid, but could you give me a sense of just how competitive you're willing to get on the commercial side? I mean, what have you guys seen in terms of pricing? And have you been able to kind of compete on that front at all?

Yes, great question, Emlen. Absent Indianapolis, which -- let me remove that, but the balance of our franchise is competitive, but it's appropriately competitive. We're not seeing a lot of our competitors either taking structure or pricing risk. You're seeing a lot of aggressiveness, but I wouldn't say there's anything that the -- old adage you can't compete with stupidity. We can compete in those franchises pretty well. Indianapolis is very, very competitive right now. You've saw a lot of new entrants to the market, which provides us some ability to work out of some portfolios. But it's also -- we're going to stay to our basic tenets, which is the point I made is, our strategy is a little more difficult because we're not willing to sacrifice on structure. We'll give a little bit on price, but we've got certain parameters. So I think everybody is focused on growth. I would just say we're focused on proper growth, and over time, we think that's the best strategy.

Your next question comes from Chris McGratty with KBW.

Bob, just a question on the deal. You gave color on the exchange ratio. Do you have the delinquency numbers for Indiana Community? I know you disclosed with the other ones.

Yes, we don't -- we'll get that for everybody. We -- they didn't exceed any of the thresholds that were in our original agreement, but we can get that out to you. I don't have that. I just know that they were within the parameters. And really, we're not seeing a lot of change in that delinquency. And I would note that if you remove the one-time, the fraudulent credit, marks have been pretty well.

Okay. On the core margin, I guess, maybe can you just opine on when the accretion from these transactions kind of wind down, which it will over time? How are you guys thinking about kind of core margin at the bank?

As I said, in my remarks, Chris, as you look at Monroe, we're really at the tail end of that benefit. We've been 4 quarters, we'll get a little bit over the next couple. But we view that drug, if you go back to my cocaine, is about a 4- to 6-quarter. And so that's why we continue to focus so much on that core margin. You're going to see some downward pressure on that margin. As Chris said, if you think about Monroe winding down, we'll get a full year, couple of quarters more of Integra for the balance of this year. So you're going to see some slight basis point reduction in that core margin. Chris, I don't know if there's anything you'd add?

Just I always like to remind the group that the impact from Integra is a little bit different than what we'd expect from Monroe because we've got a loss share partner on that. So they share on the good news and the bad news. So any lift that we would get from margin, in the margin, due to improved outlook or quality expectations around those impaired assets, will be subject to some changes in the indemnification asset which will offset that. That does also give us a little bit of comfort that we'll have some stability, if you will, on that Integra margin going forward. But as Bob said, the Monroe contribution continues to decline, and we'd expect that to begin to tail off here in the next few quarters.

Okay, great. And then one last one, what should we think about for an effective tax rate going forward?

We anticipated that question, but I didn't get the answer. Joan Kissel has the answer here, so I'll let her add that color.

Okay, I guess HST [ph] would, I imagine, be probably about 27% to 28%. On an FTSE [ph] basis it'll be more like 34% to 35%.

Your next question comes from David long with Raymond James.

Most of my questions have been asked already, but the one that I still have left is, looking at the total deposit costs, up in the quarter despite a pretty nice shift in the mix, can you maybe just walk me through the cost there in the deposits and why the average cost moved higher in the quarter?

You might recall and I, unfortunately, I don't have the impact here from fourth quarter when we sold those deposit branches, David, we had a little bit of lift from core deposit intangibles, I believe, that would have lowered the CD costs. So the CD costs for the fourth quarter, I think, were about 40 basis points lower than they were first quarter this year. So that first quarter number that we've got for our CDs is probably more representative of an accurate cost now. And I think in our deck, we shared the runoff expectations, or the repricing expectations. It's in the Appendix, so you get a feel for the change in those CDs. But there is still some opportunity for us to see core deposit benefit as those CDs reprice. And the fact that we're continuing to get nice noninterest-bearing deposit growth has been a pleasant surprise. That number continues to be very resilient and still one of the cornerstones, I believe, for long-term franchise value for us. So I think on the deposit side, we'll continue to have some benefits there, largely driven by CD repricing.

Your next question comes from Mac Hodgson with SunTrust Robinson Humphrey.

A couple of kind of follow-up questions, a lot of my questions have already been answered. But on expenses, Chris, how should we think about that level going forward? Are all the Integra savings fully in the first quarter run rate? Should we expect those to kind of continue to inch lower?

I think that's fair. There's still some timing issues there related to the Integra branches and those kinds of things. So I think that's something to look for. I wish I could give you some more definitive answers around that, but we just aren't able to do that at this time, Mac. So I'd anticipate a little bit of increasing benefit there. And we're working awfully hard on our core expense reduction initiatives. And they never move fast enough for the CFO, or they never move fast enough for the CEO. And I'm very confident that whether it's on the procurement side or process improvements, that we'll see some benefit there going forward. And I tell you, that 65% efficiency target has really got, particularly the staff units of the company, really engaged. So we're really swinging hard at that. Again, I can't give you any definitive numbers, but I can tell you that we're working awfully hard to bring that run rate down.

And on the fee income, you mentioned service charges driven lower on overdraft, is that seasonal or changing customer habits? And what sort of changes would you expect making on the pricing side?

It's really all around customer habit, Mac. The beauty of Reg E and all the focus that has gone on overdraft and financial literacy, is you've seen a lot of behavior change on the clients. So Barbara Murphy, who's running the bank, is continuing to look for opportunities to look for fees and other opportunities. But the other side, I would tell you, is that we're fairly quick, if we see somebody that may have a lot of overdrafts but it's behavior that probably presents a little more risk to us in terms of losses, we'll ask our client to closeout and I think it's consistent with our margin view and our loan pricing. I just don't want to keep getting overdraft fees for the sake of getting them. I think that there's more risk in that. And quite frankly, that client probably belongs at another institution that'll be a little more tolerant of that behavior.

Maybe lastly, on capital. I think you mentioned you'd wait to close the Indiana Community deal before any capital actions. Is that related to M&A as well? Would you wait on additional M&A until that transaction is closed? And then remind us, your priorities on capital?

Yes, as well know, M&A is not a perfect science. But ideally, we'd like to get this transaction closed. And then our first priority after M&A would be -- we continue to realize the importance of the dividend, and we still have the approved buyback, but we really want to get through IBT and see what the impact to our capital is at that time.

Has anything changed with the expected impact on your capital?

No, no, not at all.

Your next question comes from Kenneth James with Sterne Agee.

A couple of follow-ups just on -- not to be too nitpicky, but on a couple of line item things here. On the FDIC asset indemnification, or amortization. Just kind of zeroing in on, not the OREO stuff, but I guess the $2.9 million improvement. Is that consistent with what we would expect going forward out of that line, all else equal?

Interesting question. I think that's that element of volatility that I referred to, and the benefit there is really in the margin. So the fact that our margin contribution from Integra was a little higher than we had anticipated is really resulting in that adjustment to the IA. So if I -- I wish I could predict those. I think it's...

I wish he could predict those, too.

I think it's important. We continue to remind everyone that there's still that 80-20 rule, that 80% of the good news and 80% of the bad news is really going to be subject to that FDIC override. So that is directly a result of the increased margin contribution from the Integra asset. And that's where we account for it. We try to match the timing of the news, both in the margin and in the other expense and other income line.

Okay, I guess, the benefit you've -- that's increased, I mean, it goes over time. So I mean, is the -- I guess, the opposing effect of that is spread out over time as well, right? So the $2.9 million is not just a strict, one-time thing? There's going to be some residual kind of drawdown of it?

That's exactly right. Now you're right, because the IA changes also within the balance sheet as we file our loss share certificates, there's different receivables, and as we collect our cash from the FDIC. So there's other changes going on with the IA that are just balance sheet. But we'll continue to try to call out all of the income statement impacts. Again, I think it's important to note that, that big change that we had was related to other real estate owned, and that behaves a little bit differently in that you see all the results hit that statement at one time. And hopefully, we've got the biggest changes there behind us. But again, we could see something, as Daryl mentioned, in the future.

Okay. And then kind of circling back on those deposit costs or the CD cost, is any of that jump-up related to purchase accounting adjustments on any of the acquisitions? Or is that just the pure cost of the mix that remained after it shrinked quite a bit this quarter?

They're a little bit of that, but I think the biggest change would be that change from fourth quarter to first quarter resulting from the sale of the CD book in the Chicago markets. I didn't -- as I was peeling back that onion, I didn't see anything other particularly noticeable...

We're still priced well below market on our CD book. And as those tranches mature, we should get some benefit.

Okay. And then lastly, on the closing of Indiana Community, you said third quarter, care to guess will it be near or maybe very near the beginning of the third quarter or mid, just...

You know I can't answer that. We appreciate you trying, though.

Okay. I'm just trying to get my model right, guys.

Well, we continue to work. And Kenneth, I would just add, it's the first time an analyst said, "I apologize for being picky," because that's really your job. So we appreciate that.

Your next question comes from John Rodis with FIG Partners.

Just one quick question on, I guess, again on fee income. The insurance line item, typically you see a spike in the first quarter. And I didn't see, maybe, as big a one this quarter. Just wondering what was going on there?

It's really around contingencies. As you know, contingencies are driven by natural disasters, other areas, health of the insurance carriers, and we were down about $500,000 in contingencies. And then, there's another $500,000, John, that is related around timing of some premiums. And then we did lose a client last year, that would've been in the first quarter, that's not in the first quarter this year. And so that aggregates to about $1 million in total change in those fees.

At this time, there are no further questions. I'll turn the conference back to the presenters for closing remarks.

We have none. If you have any follow-up questions, as always, contact Lynell. We'll get right back to you. I would just add, we continue to try to do our best in disclosures around the FDIC and the acquisitions. So if there's still suggestions on things we could do better, let us know. Hope everybody has a great day.

This concludes Old National's call. Once again, a replay, along with the presentation slides, will be available for 12 months on the Investor Relations page of Old National's website, oldnational.com. A replay of the call will also be available by dialing 1 (855) 859-2056, conference ID code 70347875. This replay will be available through May 14. If anyone has additional questions, please contact Lynell Walton at (812) 464-1366. Thank you for your participation in today's conference call. You may now disconnect.