Welcome to the Old National Bancorp Third Quarter 2019 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 two, 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 Jim Ryan, for opening remarks, Mr Ryan?.

Good morning. I would characterize our third quarter results as consistent with our stated strategy and slightly better than our own expectations. Net income was $69.8 million and earnings per share were $0.41. When adjusted for merger charges and debt securities gain, net income was slightly higher at $70.5 million.

We were pleased that adjusted earnings per share is up more than 10% from a year ago. As you view our results, you'll see that our core margin change was in line with our previous guidance.

We also had a strong quarter in our fee income businesses but do expect them to return to their normal seasonal patterns; and lastly, we demonstrated good expense control. As you can see on slide three, our adjusted return on average assets was 1.4%, and our adjusted return on average tangible common equity was a strong 17.2%.

During the quarter, we did see record new commercial loan production. Commercial real estate loans grew nicely but were offset by continued elevated levels of commercial and industrial clients selling their businesses and lower line usage. As a result, total loans were essentially flat for the second quarter.

I remain confident that we aren’t losing clients or opportunities because we aren’t competitive. In fact, our markets remain strong and our clients continue to be optimistic as evidenced by our record commercial production. Today, our commercial pipeline remains a strong $2 billion.

As you’ve come to expect from us and given the global backdrop and the inconsistent economic data, we are also staying disciplined and continue to focus on lending and our footprint. Total deposits increased 2.4% annualized and total cost of deposits in September were 49 basis points versus 52 basis points for the full third quarter.

We’ve deliberately started to reprice our core deposits in reaction to recent Fed moves and the inverted yield curve. Loans on deposits are also a strong 84% and we remain a low-cost core deposit funded bank. Regardless of the interest rate environment today, we believe the key to long-term success is a low-cost core deposit base.

We remain focused on improving our operating leverage despite the challenging revenue environment. Operating leverage improved 624 basis points year-over-year and our adjusted efficiency ratio was a low 55.26%, which improved 341 basis points year-over-year.

Exceptional credit quality remains a hallmark of our company, with our lower in-house lending limits, a diversified mix, and a granular loan portfolio. Our average new commercial credit remains well under $1 million despite the record production. We recorded $1.4 million in provision and net charge-offs were only $800,000.

And those that have followed us for a while can appreciate, we are very quick to identify weakness in credits, we are hard graders, and we work through issues in a very timely fashion. Our NPAs did fall slightly to 1.31%. On the capital front, we did repurchase 2.2 million shares at an average price of approximately $16.80 this quarter.

Despite these repurchases, tangible book value per share grew by 3.2% and tangible common equity to assets stood at a strong 8.95%. We expect to be opportunistic with the remaining authorization as we have been year-to-date.

Brendon is going to provide more details on our anticipated day one increase to the allowance for loan losses related to the adoption of CECL. Under current economic conditions, we don't see a material change in our total reserve for our legacy portfolio, as a result of our conservative lending standards and mix.

However, we do need to establish a reserve for the acquired loans accounted for under purchase accounting. As I've mentioned in prior calls, we’ve spent the year internally focused, and I’ve challenged our executive team to think about ways we can get better.

We’ve generated some terrific ideas, we've also partnered with a leading consulting firm to help us think through some of this work. I wanted to provide you with a quick update. Today, we are moving towards redefining and restructuring the way we do business.

This includes examining everything from how we deliver our products and services, move paper across the company, to how we allocate capital, and much more. The goal of the program is to improve the overall efficiency of the organization, while improving our client experiences.

We are just completing this comprehensive analysis of every business, every department, every function within the company. From this analysis, we are developing initiatives that we plan to execute over the next year.

As we complete our review and finalize initiatives, what I can share with you now is it appears we have meaningful opportunities to leverage our infrastructure, improve our operating efficiency, and drive more revenue.

Given the extensive nature of this review, we plan to provide more detailed information around the opportunities identified in our next quarterly earnings call. At that time, we should be able to provide details regarding the benefits we anticipate, the related cost of implementation, and a timeline for achieving the results. A quick update on M&A.

Our strategy hasn’t changed. We remain an active looker and a selective buyer. We are patient and continue to wait for the perfect pitch while we remain focused on execution. We have fully integrated our Klein partnership and have realized all of the cost savings now.

Our Minnesota operations continue to perform in line with expectations and we remain enthusiastic around the opportunities in that key market. Next Brendon is going to walk you through this quarter's details..

Thank you, Jim. Turning to the quarter on slide four, both our GAAP earnings per share and our adjusted earnings per share were $0.41. Adjusted earnings per share excludes $1.3 million in merger related charges, as well as $400,000 in debt securities gains. Moving to slide five. Adjusted pre-tax, pre-provision net revenue was 27% higher year-over-year.

This result was driven by increased scale from our most recent Minnesota partnership, low credit cost, strong low-cost deposit base, and a continued focus on expense management. We also improved operating leverage by 624 basis points year-over-year. Slide six shows the trend in outstanding loans.

As Jim referenced, our commercial loan production of $680 million was the largest in our company’s history and represents a $52 million increase over prior quarter. We ended the quarter with a record $2 billion pipeline and commercial loan activity remains strong.

Despite our record commercial loan production and solid CRE growth, total loans fell slightly in the quarter. Elevated levels of payoff along with lower line utilization this quarter contributed to the slight decline.

Loan portfolio yields excluding accretion and interest collected on non-accruals declined 7 basis points, and new production yields were down 24 basis points to 4.15%. Moving to slide seven, period-end deposits increased during the quarter, but declined slightly on an average basis.

Our total cost of deposits is unchanged quarter-over-quarter at a very low 52 basis points. We continue to actively manage deposit costs in this down rate cycle and are pleased that our September total cost of deposits was 49 basis points, 3 basis points below our third quarter average.

With nearly $1 billion in deposits indexed to Fed funds and proactive management of our exception price book, we are confident in our ability to thoughtfully manage deposit costs to lower in response to future Fed actions. Slide eight shows our year-over-year change in loan mix, as well as our earning asset mix for the third quarter.

We have continued to remix the loan portfolio toward more productive commercial and commercial real estate loans and out of indirect and other loans.

The investment portfolio yield was down 16 basis points quarter-over-quarter, with 13 basis points of the decline due to higher premium amortization resulting from the sharp decline in long-term rates in August. Next on slide nine, you'll see the detailed changes in our third quarter net interest income and corresponding margin.

We are pleased with the performance of the margin given the challenges presented by the interest rate environment. Net interest margin, excluding accretion was in line with our expectations at 3.26% compared to 3.39% last quarter.

If you recall, second quarter core margin included 13 basis points of interest collected on non-accrual loans, which was significantly higher than normal. Normalizing for the higher than expected accretion and lower interest collected on non-accruals the margin shows 5 basis points of compression.

4 basis points of this decline was attributable to higher premium amortization. The work we’ve done on the balance sheet over the past year has allowed us to defend our margin well and should help mitigate future margin headwinds from this challenging yield curve. Slide 10, shows trends in adjusted non-interest income.

Our third quarter non-interest income increased $3 million over a strong second quarter performance due to ongoing strength in both our mortgage banking and capital markets revenue lines. Also included on the slide is our purchase versus refi percentage for the mortgage business.

Lower interest rates in the third quarter led to an increase in refi activity which accounted for 45% of our production. Next slide 11 shows the trend in adjusted non-interest expenses.

As you can see, we experienced a significant decline in adjusted expenses as we have fully realize the benefit of the Klein partnership cost saves following our second quarter systems conversion. Also worth noting is the reduction in occupancy expense this quarter, which included a $1.9 million property tax accrual reversal that will not recur in Q4.

Our adjusted efficiency ratio for the third quarter was 55.26%, a 341 basis point improvement from the third quarter of 2018. Expense discipline is an important part of our culture and despite the revenue headwinds impacting the industry, we remain committed to generating positive operating leverage. Slide 12, has our credit metrics.

Credit conditions remain benign as we experienced positive migration during the quarter and non-performing and under performing loans continue to hover near cycle lows. We recorded $1.4 million in provision expense during the third quarter, while posting net charge-offs of $800,000.

We’ve added peer data to our credit line this quarter for comparative purposes. While we run higher non-performing loans than our peers, we believe our practice of recognizing credit issues early and actively engaging with borrowers leads to better outcomes, as evidenced by our below at peer average charge-offs.

Slide 13 demonstrates our strong reserve coverage and low risk balance sheet. With 60 basis points of reserves against organic loans and 324 basis points in loan marked against the acquired loans, we believe that we have adequate reserve coverage. Before we turn away from credit, we want to provide you with an update on our transition to CECL.

Progress towards complying with the new standard remains well on track for January 1 implementation. Activities in the fourth quarter will be focused on drafting disclosures and finalizing our control and governance framework.

Looking to the day-one impact of CECL, we currently estimate an increase to our allowance for loan losses of approximately $35 to $45 million, a large portion of this increase is related to the establishment of an allowance for $2.7 billion of acquired loans with relatively modest increase in reserves on the remaining legacy book.

The range reflects the uncertainty of the future macroeconomic environment, but assuming economic conditions remained stable, we would expect to be near the lower-end of this range. More detailed information will be provided in our fourth quarter call. Slide 14 provides some key takeaways from our third quarter performance.

We are pleased with our results driven by good execution against our stated strategy. We continue to have a disciplined approach to credit risk management resulting in net charge-offs of just 3 basis point and near cycle low on non-performing loans.

We are driving positive operating leverage, improving our efficiency ratio and increasing profitability metrics. While loan growth was lower than our expectations, both production and pipeline reached record highs and we remain optimistic about our ability to produce quality loans without compromising on credit discipline.

And finally, we are pleased with the stability in our margin, which was down just 5 basis points quarter-over-quarter, excluding accretion income and interest collected on non-accrual loans. Slide 15 includes, thoughts on our third quarter starting points and our outlook for the remainder of 2019.

We expect commercial loan production to remain strong based on both the size and quality of our pipeline. We expect core net interest margin to be under some pressure from the shape of the yield curve heading into the last quarter of the year.

As the slide suggests fees and expenses should follow normal seasonal patterns and we remain very focused on continuing to drive positive operating leverage. Our fourth quarter tax rate is expected to be approximately 23% on an FTE basis and approximately 20% on a GAAP basis. We continue to expect tax credit amortization to be de minimis.

Lastly, the cost saves from our Klein partnerships have been realized and we are very optimistic about our opportunities in Minnesota. With that, we’re happy to answer any questions that you may have. And we do have the rest of the team here with us, including Jim Sandgren, Daryl Moore and John Moran..

[Operator Instructions] Your first question comes from the line of Scott Siefers of Sandler O'Neill..

Good morning, Scott.

How are you?.

Good. Thank you. I appreciate you taking the question. I think first question is just on the cost base, got some really positive momentum here in the third quarter as you had articulated would be the case, so that was a good result. Just curious as to what you’re thinking for the fourth quarter.

I think in your prepared remarks you had suggested that we fully realize the client savings.

Is it possible that we could see another downdraft in expenses or would more flattish kind of be the way you're thinking now that the cost savings are all in there?.

Yeah, it is flattish from here, I just, Scott, just point you back to the $1.9 million occupancy expense line item that won’t be recurring. That keeps us on the low 120s going forward..

Okay. Perfect. Low 120. All right, perfect. Thank you. And then, I appreciate the disclosure on the CECL day one impact.

I guess to the extent that you’re comfortable, I’m just curious if you have any thoughts on what the day two impact will look like as well? Do the purchase accounting benefits, do those sort of go away or just sort of get re-categorized into the provision? Do you guys have any thoughts that you’re comfortable sharing at this point?.

Well, I think what I can share with you, Scott, is that the legacy book and provisioning for new loan growth will be relatively small change moving forward, so not a material impact to how we provision going forward for loan growth..

Okay. All right. That sounds perfect. Great, I appreciate it..

Thanks, Scott..

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

Good morning, Chris..

Hey. Good morning, Jim. Good morning Brendon. Quick question on kind of the capital and the growth dynamic. Looking over the past year, you’ve built a lot of capital despite being fairly aggressive with the buyback.

I guess the bigger question is what turns a loan growth from here, anything you’re kind of - any views on the pre-payment activity, what might make that abate a little bit, and also kind of I think you've got about 1.5 million shares, anything from keeping the company from authorizing additional buybacks? Thanks..

I’ll let Jim talk about the loan growth, and I will comment on the share buyback..

Yeah, you know, as both Jim and Brendon pointed out, the pipeline continued to be really strong, production is great.

Hopefully, we see a slowdown in payoffs, but private equity continues to be aggressive, a lot of companies continue to sell, they don’t have succession plans, a lot of the commercial real estate continues to look to refinance in the secondary market.

So we would like to see that slow, but short of that, we're really just focused on what we can control and that's taking care of our customers and continuing to show record production. So, that’s where our focus is, and then hopefully we’ll just see a slower level of paydowns.

The other thing that hit us in the quarter, as Jim pointed out, was the lower line utilization, and so that impacted balances a little bit. So hopefully we could see that return in the fourth quarter, so that could help..

Regarding the stock buyback, it's been a good capital management tool., and while we're close to the end of our authorization, I would think we want to have that tool in our toolkit if that kind of relative value represented itself to us next year too..

Okay. Great. Your credit numbers are very good.

Can you just provide an update on the Ag portfolio, what the, any kind of stress there -- any kind of updated thoughts?.

Yeah, Chris. This a Daryl. Really we're going to have to get into November to really know what's going on there.

First is just our farmers bringing crops in the field, but the second is the level of payments that our farmers are going to get, we’re really not going to know that for another two to three weeks, and that’ll have a bit of an impact on their strength.

We’ve talked a little bit about this before, our Ag portfolio was down, most of the customers that we have in the portfolio still have adequate equity in their land. So, we’ve only got about $315 million, $320 million in Ag outstanding.

So that is not a portfolio today that concerns us a lot just simply because of the size, and I don’t think there is a lot for us today given the current dynamics level off content in that portfolio..

Okay. Great. And maybe Brendon one for you.

The tax rate in the fourth quarter the tick up that you expect, is that kind of fair for 2020 as you look into it?.

Yeah, I think that's a fair number for the next several quarters, yeah..

Thank you..

Your next question comes from the line of Nathan Race with Piper Jaffray..

Good morning, Nathan..

Good morning. Question first maybe on the securities portfolio size, obviously, some growth this quarter, just given the deposit inflows and the challenging loan growth.

So, I guess from here in the fourth quarter, do you expect it to kind of be a steady state or should we expect some shrinkage as loan growth picks up and perhaps deposit growth slows, so any thoughts…?.

Yeah. I think it’s a little higher. We pre-purchased, when we had some opportunities with the rate environment given some deposits and given the cash flows that are coming off that portfolio. I don’t think we'll grow it from here, if anything may come down a little bit in the fourth quarter..

Okay. Perfect. It’s helpful.

And Jim, just on the operational review that you guys will be wrapping up shortly just I'm - just any sense, I guess at this point and I appreciate that's early in the process in terms of it's going to be more of an expense or revenue-driven exercise at this point?.

I think the beauty is we’ll benefit on both sides of that. The reality is, is that it’s a top to bottom review that we hope to deliver better client experiences on the other side of it, and I’m confident that we’ll get more efficient and effective as we just reduce redundancy and overlap, and then we will drive more revenue as a result of it too.

So, it’s really on both sides of it, and it’s too early to determine how much is one way or the other, but it's definitely – we’re definitely interested in driving more revenue going forward. I think the nice side is, you’ll get a little bit of cost saves upfront..

Okay. Great. I appreciate you guys taking the questions..

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

Good morning, Terry..

Hi. Good morning everyone. Just to follow up on Nate's question. The internal review, I guess my question is, is why now as an outsider NII is going to be pressured, mortgage could be pressured next year.

Is it simply there is revenue pressure and now is the time to find incremental cost to keep the efficiency ratio stable, and the efficiency ratio already 55%, very respectable, can that go lower from here in connection with this plan?.

So the why now question I think part of, why now is obviously, we’re entering a difficult interest rate environment, which is going to make net interest margin growth challenging, right, so that's part of it. And part of it, as you know I’m brand new to the seat. I think we all felt like there was better ways we can improve our client experiences.

And so really the management team went off starting very early on in the year and talked about hey, are there ways we can do change to get better. And so we've been working on for the better part of the year and we’ll getting close to wrapping this thing up, but it's really been focused on just delivering a better overall client experience..

Thanks, Jim. And then my follow-up question, going back to CECL, if I look at the third quarter reserve and just add in the $34 million to $45 million relative to loans at 76 to 84 basis points. I'm just wondering, will the - do you disclose the unfunded commitment liability, will that be included in the new reserve next year.

And then any other adjustments on the mark portfolio and ultimate, I'm trying to come up with the reserve to loan ratio next year and should I be adding anything to the range I came up with the originally?.

Terry, I think, I think you're on the right track. We're not disclosing the range or what the overall reserve ratio will be right now, but, your math is – of logic follows..

Okay. Thank you..

Thanks, Terry..

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

Morning, John..

Hey, good morning. Question on the margin outlook. I guess you guys had a pretty good quarter on a core basis, did better than we thought based on what everybody else has been doing.

But help us - I understand you're seeing some pressure but help us kind of walk through the puts and takes in terms of how you want us to think about the margin in Q4 and maybe early in 2020?.

Yeah. So I think we're going to see some asset yield compression both on the loans and the investment side, but we have - we have some levers to pull in the borrowing side, as well as deposits. We have almost 20% of our deposit book is exception price, a big chunk of that is floating. So we’ll be able to pull that lever pretty quickly.

The other thing I'd just point to the premium amortization headwinds we experienced in the third quarter, not likely to repeat themselves in the fourth quarter. Just given - assuming that we don't have another 30, 50 basis point drop in long-term rates.

So we feel really comfortable with the margin compression, similar to what we saw quarter-over-quarter..

Okay. Good. Okay. And then couple of other things. The average new production loan size at 750. I think the point you're trying to make there, is that you’re not necessarily taking bigger swings and then it’s a granular portfolio.

But just curious where you think that number could go over time or do you plan to keep it under $1 million?.

It’s definitely trending higher. As we’ve entered Minnesota, some of our newer markets. So you end up having a lot of loans on the small side and a handful loans on the larger side. It's definitely trending higher from - it was $0.5 million at one point in time.

But, I don't - we don't look at it in terms of we're trying to target a specific size, but it is just a reminder that our portfolio, I think is a little different than most $20 billion banks, where I think we are still a business - our bank is just focused on medium to small size businesses and we don’t go off and do large shared national credits or big club deals for the most part.

We have expected [ph] small portfolios for us. So I think we're just trying to remind everybody that I think that helps us in the future, if the markets go a lot more choppy in terms of credit quality..

Yeah. Okay. And then I guess the last question, the normal seasonal patterns on fees you call it out, we understand it.

And I guess the question is what are you seeing there that you just expect primarily mortgage to pull back a bit in Q4, is that the big picture message?.

Yeah, I think that's the big picture message that mortgage - I think it's still relatively strong, but it's going to return to - fourth quarter is always a smaller quarter in that business for us..

Okay. All right. Thank you..

You have a follow-up question from the line of Chris McGratty with KBW..

Hi, Chris..

Great. Thanks. Just following up on the impact of CECL for 2020. In the slide deck you give your expectation for accretable yield contribution, it gets dropped to like $80 million bucks, historically you’ve always outperformed that because of pre-pays.

How do we think about the variance to that $80 million next year, is that kind of what you're expecting given the step down because of accretion in CECL or any kind of help there would be appreciated?.

Yeah, I think that's still an accurate look based on contractual expectations, as you said, pre-pay, may result in us having a little more in 2020. I think the only CECL impact you got to be thinking about is that that market is no longer available to offset charge-offs.

But we don't think that's going to be a hugely material number for us going forward..

Okay. Great. Thanks..

Your next question comes from the line of Kevin Reevey with D.A. Davidson..

Good morning, Kevin..

Good morning. First question is related to what percentage of your loan commercial loan book is variable.

And then of that amount, what percentage of the book has floors and where are you in terms of floors on the book?.

So on the commercial side, Kevin, we're at 52% variable. We have about 11% of our loans have floors, but they are pretty far outside the money, most of the floor impact we have really through that kind of macro hedges of that portfolio..

I'm sorry, you said 11....

Total portfolio of 42% variable, Kevin..

Got it.

And the 11% is that - that have floors is that of the commercial book or the total book?.

So, total book..

Got it. And M&A what are your M&A priorities now.

Now you’ve got a nice presence in Minnesota, you are in other markets, kind of, how do you think about your M&A priorities from a geographic standpoint and then from a size standpoint?.

Yeah, I think we've been pretty public around that $1billion to $3 billion - $2 billion to $4 billion is kind of ideal size for us. And at this point we’re focusing most of our energy in footprint and markets that we’d like to continue to build scale in.

There are places we're kind of sub-scale and we've got a nice toehold but it'll be nice to continue to continue to grow scale in a few of those markets. But our newest markets including Minnesota and Wisconsin and Michigan remain high priorities for us.

We'd like to continue to build out parts of Kentucky, but we’ll - there is kind of limited opportunities there. But those newer markets continue to build scale and are kind of fastest growing markets are our highest priority..

Great. Thank you very much..

Your next question comes from the line of Scott Beury with Boenning & Scattergood..

Hi, Scott. Good morning..

Hey. Good morning guys. I just had one question related to the internal review that you are doing, the kind of strategic plan you've been referring to.

Does that have any impact in terms of your M&A outlook, in maybe potentially restricting - making you a little bit more cautious?.

No, no, I think it puts us and a great position to, obviously, as we continue to get more efficient, more effective and drive more revenue. I think it puts us in a better seat going forward. So no, I don't think it really changes our appetite at all..

Great, great. Thank you. And then most of my other questions have been answered, but I was just curious if you could touch a little bit on growth that you are seeing in your loan portfolio or the production rather.

Where is that kind of shaking out geographically across your markets and maybe if there is anything noteworthy, any thoughts on the competitive dynamics market-to-market that you're seeing?.

Yeah. Scott. This is Jim Sandgren. We continue to see some nice growth in a lot of our newer markets, Wisconsin, Minnesota production levels continue to be very, very strong. Littleville consistently a strong production region for us as well.

From a competitive standpoint it's still pretty, pretty competitive out there, very aggressive, and it's a combination. Some of the bigger banks are moving a little bit downstream. So we are starting to see them a little bit more than we have in places like Minnesota, Indianapolis and Littleville.

And then there is some goofiness, a little bit sometimes on some structure that we see in some of the smaller banks, maybe even credit unions on some real estate deals and that’s where I think we need to stay very, very disciplined. But for the most part, obviously, we can continue to grow and show strong production and just fight off the payoff.

So it’s a nice mix of our markets and I think we continue to feel optimistic at this point and customers still feel a relatively good..

Excellent. Thank you. That’s helpful. That’s all for me..

Thank you..

There are no further questions at this time, I will turn it back over to our speakers for closing remarks..

We appreciate everybody’s support and all the good questions this morning. And as always, John and Lynell are going to be available - and Brendon are going to be available for questions all afternoon. Thank you very much..

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 1855-859-2056, conference id code 1869785. This replay will be available through November 4.

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