Robert Jones - Chairman and Chief Executive Officer James Ryan III - Senior Vice President and Chief Financial Officer.

Nathan Race - Piper Jaffray Chris McGratty - Keefe Bruyette & Woods Terry McEvoy - Stephens Kevin Reevey - D.A. Davidson & Co. Jon Arfstrom - RBC Capital Markets.

Welcome to Old National Bancorp third quarter 2018 earnings conference call. This call is being recorded and has been made accessible to the public in accordance with the SEC’s Regulation FD. Corresponding presentation slides can be found on the Investor Relations page at oldnational.com and will be archived there for 12 months.

Before turning the call over, management would like to remind everyone that, as noted on slide 2, certain statements on today’s call may be forward-looking in nature and are subject to certain risks, uncertainties and other factors that could cause actual results to differ from those discussed.

The company’s risk factors are fully disclosed and discussed within its SEC filings. In addition, certain slides contain non-GAAP measures, which management believes provide more appropriate comparisons. These non-GAAP measures are intended to assist investors’ understanding of performance trends.

Reconciliation for these numbers are contained within the appendix of the presentation. I’d now like to turn the call over to Bob Jones for opening remarks. Mr. Jones..

Great. Thank you, Dorothy. And good morning, everyone, and welcome to Old National’s third-quarter earnings call. We’re awful glad you're here with us this morning. Joining me are Jim Ryan, Daryl Moore, Jim Sandgren, John Moran and Lynell Walton. And as always, following our prepared comments, we’ll be available to answer your questions.

So, the headline for this call could simply be, “This morning announced their best quarterly net income in their 184-year history.” We could then just drop the mic. It’s really not our style and somehow I don't think you would appreciate that hubris. And more importantly, there are several subtext to the quarter that need further detail.

One of those subtexts are what we call themes of discipline. This quarter reflected the continued discipline that we have built in our operating model. We have disciplined credit by focusing on the granularity of our portfolio as evidenced by our average commercial loan origination for the quarter being slightly over $500,000.

Lending only in our markets and not purchasing syndicated credit and our strong underwriting led to only 6 basis points of charge-offs for the quarter.

Similarly, the discipline culture that we have built around expense management drove an adjusted efficiency ratio of 58.6% and a year-over-year improvement in our operating leverage of more than 400 basis points.

We were also able to hold down deposit costs, which only increased 7 basis points in a rising rate and a highly competitive environment, which indicates the value of our deposit franchise in concert with the disciplined approach to pricing. M&A is another important area of discipline.

And for context, while John Moran has done some incredible work for us, we've also discovered that he has his own unique vocabulary. We've come call these Moranisms. So, to use my first Moranism, we are very reluctant to break the box of discipline when it comes to M&A.

Prices and expectations appear to be rising and our focus will be to have the right opportunity in the right markets with our owners in mind. Given all the positives for the quarter, there were areas that did not meet our expectations. This was led by loan growth, specifically commercial and CRE loan growth.

Given the record pipeline and the record production we had last quarter, we had higher expectations for this quarter. While our pipeline remains at near-record levels, our activity has slowed somewhat from last quarter with our commercial CRE production down from a high of $598 million to $455 million for the third quarter.

A large portion of this was timing and there does not appear to be any symptomatic issues. That said, growth was below our expectations. As with many banks, we had an unusually high level of payoffs this quarter. Almost 65% of those payoffs were loans for companies or properties that either sold or they refinanced on the secondary market.

But as Jim will cover later in the presentation, based on our pipeline and the positive economic activity we see in our markets, we are still very comfortable that our growth will be close to what we've seen in prior quarters for the fourth quarter, absent, again, any unusual spike in payoff activity.

Economic activity does remain high in our markets and the feedback from our clients is positive as they view 2019. For the most part, clients have ignored any geopolitical noise, domestic or otherwise. Rising rates due create some angst as does the potential for upward pressure on inflation.

Time will tell what effect the rising rates will have on our borrowers. While we have seen some modest impact at this stage, it does not appear to be concerning. As we said last quarter, there remain some segments of our portfolio that we are cautious towards, but overall we remain comfortable with our credit.

As was noted in our 8-K filing of last week, we have received final regulatory approval for our Klein Bank partnership. We expect in a 11/01 closing with the conversion set for the second quarter of 2019. We remain very enthusiastic with the opportunity that exists in Minnesota. As to additional M&A, the market remains active.

And my final Moranism is we remain an active looker and a selective buyer. With those brief comments, let me turn the call over to Jim Ryan..

Thank you, Bob. Starting on slide four, I will reiterate a few items we think are important to our record third quarter net income. Both reported and adjusted earnings per share were $0.34. The most significant distinction between the third quarter and the second quarter was the strong decline in our non-interest expense.

The primary driver of this decline was the fully-realized savings from the Anchor-Minnesota transaction and ongoing efforts to improve operating leverage. Adjusted earnings per share excludes the items we noted on the slide. Moving to slide five, adjusted pretax pre-provision net revenue was 21% higher year-over-year.

This result was driven by increased scale from recent partnerships, maintaining our strong low-cost deposit base and a continued focus on expense management. We have improved the operating leverage by 287 basis points and 434 basis points year-to-date and year-over-year respectively.

Next, on slide six, as Bob mentioned, we had a large number of pay-offs and commercial deals being refinanced in the secondary market. Our loan yields improved from higher interest rates and higher-than-normal levels of interest collected non-accruals, which was offset by lower accretion income.

Slide seven demonstrates our year-over-year change in earning assets. Again, this is very consistent with our stated strategy and ongoing balance sheet remix objectives. As a percentage of total earning assets, commercial loans are up almost 8%.

Less productive earning assets, including indirect auto and securities, both continued to decline as a percentage of our total balance sheet. On a linked-quarter basis, looking at actual dollars outstanding, indirect was down almost 4%. Moving to slide eight, you can see our in-the-period deposit balances were unchanged at quarter-end.

We continue to believe that stable, low-cost core funding creates a sustainable competitive advantage. Our deposit beta is now just 13% current cycle to date. As a reminder, we expect to close on the sale of 10 branches located in Wisconsin, with approximately $240 million in deposits on October 26.

Next, on slide nine, our net interest margin exceeded our expectations and the outlook we provided you last quarter. Our net interest margin excluding accretion income was 3.32%. Asset repricing continued to behave as we would expect and our funding costs have remained well-controlled thus far.

This quarter benefited from higher-than-normal interest collected on non-accrual loans and day count. The contribution from accretion income was down 11 basis points from the second quarter and is now running less than 5% of total revenue. We have provided a normal schedule for accretion in the appendix.

Slide 10 shows trends in adjusted non-interest income. Capital markets revenue increased, while mortgage revenue and wealth management were seasonally lower. Other fees were stable. We have included the purchase versus refi percentage. And as you would expect, refis were only 18% of our volume.

Next, slide 11 shows the trend in adjusted non-interest expenses. We were pleased with the $108 million we reported for the third quarter now that the Anchor Minnesota partnership is fully integrated. Our adjusted efficiency ratio for the third quarter was 58.7%, a 251-basis point improvement from the third quarter of 2017.

As Bob said, expense control is an important part of our culture and we remain committed to generating positive operating leverage. Slide 12 has our credit metrics. We recorded $0.8 million in provision during the third quarter, while posting net charge-offs of $1.7 million.

On a year-to-date basis, we have recorded $3.6 million in provisions, while posting net charge-offs of $1.2 million. With 61 basis points against organic loans and 383 basis points on loans marked against the acquired loans, we believe that we have more than adequate reserve coverage. Next, slide 13 provides an update on our tax rate expectations.

Our marginal tax rate is expected to be approximately 25% for the year. This would be the rate you should use to adjust for non-core, non-re-occurring items. For the full year, we continue to expect a net after-tax benefit from our tax credit business of approximately $3 million or $0.02 per share.

The full year GAAP tax rate should be roughly 10% to 11%, which translates to 14% to 15% on an FTE basis. Based upon your and other investor feedback regarding the volatility of historical tax credits that have caused our reporting, new credits going forward will be contributed to a fund. This should smooth quarterly volatilities as we head into 2019.

The anticipated tax credit amortization next year should be de minimis. We are projecting our 2019 GAAP tax rate to be approximately 20% or 24% on an FTE basis. Slide 14 provides some key takeaways from the quarter.

As we prepare for the final quarter of 2018, we're pleased with our results thus far driven by good execution against our strategic objectives. While loan growth was somewhat softer this quarter due to payoff activity, we are pleased with our year-to-date progress.

We've maintained our low-cost deposit base, remixed our balance sheet into more productive earning assets, driven positive operating leverage, maintained strong credit metrics and sound risk management, grown tangible book value per share by over 7% annualized, and continuing our expansion strategy into higher growth markets with our Klein partnership.

Slide 15 provides details on our updated outlook. Our expectations remain consistent with the outlook we framed last quarter and our view on total loan growth is mid-single digits annualized for the fourth quarter, with higher growth coming from the commercial portfolios, absent unusually high payoffs.

We expect a stable to moderately increasing net interest margin excluding accretion income. Fees should follow normal historical and seasonal patterns.

As we have provided last quarter, we continue to expect run rate non-interest expenses to be approximately $220 million for the back half of the year, with some seasonality expected in the fourth quarter. We’ve already covered tax matters in detail on slide 14.

We expect to close our Wisconsin branch sale of 10 branches in October and close on our Klein partnership November 1. We expect the addition of Klein, our second great platform in Minnesota, to bolster an already strong market presence.

As Bob noted, we expect the Klein systems conversion to occur in the second quarter of 2019 and the third quarter should reflect the full cost savings we’ve previously disclosed. With that, we’re happy to answer any questions that you might have.

And as Bob already mentioned, we do have the rest of the team with us here, including Jim Sandgren, Daryl Moore, John Moran and Lynell Walton..

[Operator Instructions]. Your first question comes from the line of Nathan Race with Piper Jaffray. .

Good morning, Nathan.

How are you?.

Doing well, thank you. I want to maybe just start on the loan growth outlook. Obviously, you guys are dealing with some payoffs this quarter that, I think, a lot of the industry has struggled with as well. But it sounds like production volumes have picked up noticeably on the commercial side of things.

So, just curious to get your updated thoughts on how much you're thinking about the loan growth in the fourth quarter on a net basis and then into 2019 as well..

I think it’s consistent with what we’ve said before. Total loans will be somewhere mid-single digit, led by our commercial and CRE production, which should be high-single digit to low-double digit. But there's nothing we see in activity that is concerning. Our number one payoff was a large retail company that’s sold.

And quite frankly, it was one that, given our concern on the retail sector, probably was headed to a lower grade. So, these things happen. And you just kind of go forward. .

Okay, got it. And then, kind of thinking about the core margin going forward, Jim, I was wondering if you can provide the breakout between LIBOR and prime. Obviously, LIBOR kind of lagged the increase in prime that we saw during the third quarter.

So, just curious if you could provide that breakdown and kind of how we should think about the progression of the core NIM with Klein coming on board just given a lot of the excess liquidity that you guys would be absorbing with that transaction..

Yeah. So, just generally speaking, we will benefit – the margin will benefit from the Klein partnership, slightly offset by the fact that we’re selling those branches in Wisconsin.

And with respect to the total loan portfolio, still 42% variable; 22% of that's tied to LIBOR; 13% of that’s tied to prime; and then, we kind of have various other indices like treasuries that also make a part of the repricing. Commercial portfolios, 51% variable, with 30% of that or more tied to LIBOR..

Okay.

And just to clarify on the 4Q guide, so that does not include the impact of the rate hike that we had here in September?.

Yeah. I think we are kind of steady to slightly improving is where we would call the margin just generally speaking. Obviously, the margin benefited from slightly higher interest on non-accruals. But generally speaking, we’re steady to slightly positive..

Okay, got it.

And if I could just sneak one more in on the accretion outlook, with Klein coming on board, does the $5 million or so of accretion scheduled for the fourth quarter, is that included in your guys’ forecast on slide 17 there?.

No, it is not. Obviously, we are getting ready to do those marks as we close on the transaction. So, we’ll have slightly more accretion in terms of total dollars in the fourth quarter..

And any thoughts on accretion for 2019 with Klein coming on board, on top of what you guys have laid out on slide 17?.

Yeah. Obviously, there will be some accretion that comes from that transaction, but I’ll just remind you that the credit mark is a lot lower than we’ve seen it from previous transactions. So, there’s just going to be a lot less volatility in those things.

I think it will be closer to the way that the Anchor transaction came onboard in terms of total accretion contribution..

Yeah. I would just add – this is Bob – in general overall. In the outlook slide, at the back of the presentation, it really does not include Klein. So that's just what we would call legacy Old National pre-Klein since we haven’t been able to the marks and everything as we come through on the closing..

Right. Got it. I appreciate all the color, guys. .

Your next question comes from the line of Chris McGratty with KBW. .

Good morning, Mr. McGratty.

How are you?.

Hey, Bob. Good morning. Just a question on expenses. You guys have had a very history of buying banks and then shutting a lot of branches and selling some non-strategics.

How should we be thinking about just expenses going into 2019 once you get the savings from Klein? Are there any big investments that the bank needs to make or should this be – once we adjust for the kind of the cost savings that are targeted, this is a bank that can grow expenses with inflation..

Yeah, I think the latter is the better way to look at it, Chris. We clearly will have some investments, but our word of the day is reallocate. If you’ve got to make an investment, you’ve got to find ways to do it. We’re still not where we need to be in back room areas and certain other parts of the company as efficient as we want to be.

But Jim Ryan has someone a great job of saying, if you need additional investment, you've got to find ways to fund it through your own reallocation. So, I think your analogy of using inflation as a barometer is a good one..

It’s still going to be a big focus. Quite frankly, I've got a history of going on the road, so we’d never be of sub-60 efficiency. And we’re there and we’re going to continue to focus on it as we build to scale in this model..

If I could ask about loan growth to Bob, you talked about payoffs and most of your peers have talked about that – and I think you talked about M&A being a factor, how much of the loss of loan growth, if you will, is going to the non-banks because that’s I think a theme that we’re all trying to figure out when does that stop?.

The Yeah. Well, we wish we knew where it was going to stop. I’ll just give you an example. Our top five, the largest one I referenced was a retailer that sold the company and then we had a senior living care that sold. And then, the next three largest were all – went to the secondary market and they were real estate projects.

A good example, we had a $10-plus-million credit in Kentucky. That's a very, very good client of ours, got a deal that – there's just no way we can compete with it. So, it tells you something, Chris. The secondary market acting the way it is the.

One kind of technical, if I could get that in.

The higher interest reversals, do you have a dollar amount that that was in the quarter that was flowing to the margin?.

Chris, we’ll get it to you..

We’ll get it to you, Chris..

All right. Awesome. Thanks a lot..

Thanks, Chris..

Your next question comes from the line of Terry McEvoy with Stephens..

Hi, Terry..

Hi. Good morning, everyone.

Just to be clear, X paydowns, was loan volume in line with what you were thinking about and talking about three months ago?.

Yeah, pretty close. I think we’re slightly off. Part of it is really – as Daryl and I’ve talked about over time, we’re a little cautious towards non-owner-occupied commercial real estate. Some of the lack of production really was some of those credits that came out of our pipeline.

But absent that, Terry, I think it’s right in line, particularly on the C&I side..

Okay. And then, just slide 13, so there’s basically about $0.02 headwind from the change in tax strategy or the tax credit business.

Am I reading that slide correctly?.

Yes. That’s what it contributed to us this year. We’ll continue to generate some business, which will generate a few fees, but de minimis in general. So, we won’t see a lot of that contribution come through in 2019. Probably in 2020, going forward, we’ll see some more.

Based on your all feedback that you sense headwinds, it’s probably worth it because I think we spent a lot of time just explaining that business..

Yeah. I spent about 80% of my morning going through that slide as well. So, I appreciate that..

It’s all about you, T Mac. It’s all about you..

Appreciate it. And then, Bob, maybe just the last question for you.

As you think about 2019, without speaking specific in terms of those targets, but what are you focused on? Is it ROA? Is it pre-provision net revenue growth? Is that return on capital? Kind of how do you evaluate next year and line up some financial metrics that you think will drive success at the company?.

Yeah, that’s a great question, Terry. Yeah, I think ROTCE would be one we focus on. Efficiency ratio, still going to be very important for us as well, but pretax pre-provision net revenue would be third. But for us, we really think that ROTCE gives us a better sense. ROA is important, but, as you know, the asset side can have some fluctuations.

So, we really like the return on investors capital. .

Okay. Thanks, everyone. Talk to you later..

Thanks, T Mac..

[Operator Instructions]. Your next question comes from the line of Kevin Reevey with D.A. Davidson..

Good morning..

Good morning.

How are you?.

Doing great..

I like the Moranisms. .

So, we actually have a whole book of Moranisms. Turns out, we brought this up at dinner one night with John's wife and she's got a longer book of Moranisms..

You should publish that one day. I'm sure it will be a best seller. .

Well, if you put it on books [indiscernible 0:21:27.1], you’d have to run it twice the speed because that’s the way he speaks..

So, my first question is related to – on the capital markets fee line item. That was up a lot linked quarter.

Can you give us some color as to what was going on in that line item and how we should think about that particular line item going into the fourth quarter?.

Yeah, it’s a swap. Rising rates, people are starting to use that product a lot more. I think we've moved in some of the more sophisticated market. And our [indiscernible 0:22:00.7] team does a great job of this. It’s really that kind of – where it’s coming from.

Thinking about the fourth quarter, obviously, those are transactional in nature, but we clearly see a lot more interest from our clients as you move into the fourth quarter on that product. .

And then, sticking with the non-interest income line item, there was a decline in wealth management fees.

Could you provide some color as to what was happening there?.

Equity markets..

Makes sense..

A lot of that fee is based on the value of the portfolio, while a large portion of that book is fixed income. Obviously, as the markets have gone through their volatility, we've seen some impact. And other thing, there’s a volatility in that business because a lot of that fee comes from the maturing of wills.

And when you get that fee, it’s hard to predict. But, anyhow, I think consistent in the fourth quarter. You all look at that. .

Great. And then, last question.

The jump in non-accruals, were there any commonality between those credits?.

No. Actually, I'm glad you asked the question. So, two large credits that moved. One is a real estate deal that's been on the book since probably 2007, 2008. It’s a TIF. And with TIFs, you go back and reevaluate property tax. Property taxes came in lower. So, the value to the TIF was affected. So, we made the decision to move that to non-accrual.

We're comfortable with where we are with the credit. We continue to work through it. The other one is a medical company. It probably just got a little over their skis and we're working with them to recapitalize and do some things. Both of those loans, at least the medical company is paying as agreed. The other one is paying.

Excuse me, I’ll just correct me, medical company is not paying as agreed now. No commonality, two exceptions to the – as we see it..

Great. Thank you very much..

Thank you..

Your next question comes from the line of Jon Arfstrom with RBC Capital..

Good morning, Mr. Arfstrom..

Good morning, everyone. Just want to talk a little bit about funding costs and deposit costs. Your numbers have been better – better than your peers – and I'm just curious, and I know the balance is relatively flat and that's fine, but I'm just curious where you're seeing opportunities to grow.

And give us an idea of some of the hot spots where you're seeing some of the deposit pricing pressure..

Yeah. As you would expect, the deposit pressures, they are really in the larger markets like Indianapolis that have been just hyper-competitive. There are opportunities to grow. We've had good success in Southwest Michigan, Grand Rapids. We're seeing actually, Jon, some good opportunities up in the Twin Cities.

I think it's the value of, again, this franchise that Jim's built, which is we can fund in some of these non-competitive markets and then kind of do some targeted price exceptions. Interesting, you mentioned deposit balances. We went back; and I think eight of the last nine years, the third quarter has been flat to down for us.

So, there's just something in our DNA in the third quarter that our clients tend to go down. And, obviously, we see some stronger seasonality in the fourth quarter..

Okay. Then back on Chris McGratty's question on the payoffs, are you hopeful that that will slow? Do you see any signs that some of those payoffs could slow? It seems like it was unusually large this quarter..

Yeah. It was unusually large. Again, I gave you kind of the high level. The largest one was one, quite frankly, Daryl was probably happy that it paid off. All things being equal, we think it's going to slow. Activity is good.

We just had all of our commercial relationship managers together the week before last up in Indianapolis, and the attitude, morale was excellent. They're busy. There is a little bit of stupidity creeping back into the market, particularly on non-owner occupied CRE. So, if we're going to have some softness, that might be where it is.

But other than that, we're seeing good commercial C&I growth. So, we feel good..

Okay. And then, last one on M&A. You touched on pricing in your prepared comments.

But talk a little bit about how active the market is in terms of the frequency of deals you're being shown and what really is the issue? Is it just price? The private banks haven't adjusted pricing to the public markets?.

I think it's a little bit of that. And I think it's – we don't feel compelled to have to do anything, Jon. To answer your first part, we're seeing a lot of books. John Moran is busy looking in a lot. He is getting a lot inbound calls. He’s using a lot of Moranisms as he responds. But we're just going to stay very disciplined.

We just do not feel compelled to have to do anything. We've built a franchise that we feel very proud of. If we have the right opportunity and the right market and based on our pricing parameters, we can form a partnership. We're happy to do it.

We're not going to go into markets that don't make sense and we're not going to pay prices that put our shareholders at risk..

Yeah, okay. All right, thank you..

You have a follow-up question from the line of Terry McEvoy with Stephens..

Always good to have you back T Mac..

Sorry. Just one last question on the fourth quarter expense outlook. If I do the 220 adjusting for the third quarter, I'm looking at about a $112 million, and then plus 1 or 2 for the tax credit amortization.

Am I looking that correctly?.

Yeah. That's correct, Terry. That would be a little bit on the high side, as you think about it. We've got some true-ups you look at normally in the fourth quarter that are all seasonality. You have medical insurance, incentives and other things, but until we get those true-ups, we really don't have a good barometer.

But I would say your $112 million is a little bit on the high side, but the math works..

Okay, great. Thanks again..

There are no further questions at this time.

Are there any closing remarks?.

Well, the only thing I would say is, this morning, our general counsel was supposed to bring donuts into us and he didn't. So, if we're a little cranky in the call, it's related to that. Thank you all for being with us. If you have follow-up questions, Lynell is always available. Thank you..

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, 8898768. This replay will be available through November 5th.

If anyone has additional questions, please contact Lynell Walton at 812-464-1366. Thank you for your participation in today's conference call..