Welcome to the Old National Bancorp Third Quarter 2020 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. Management would like to remind everyone that as noted on Slide 2, certain statements on today’s call maybe 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 provides 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 would now like to turn the call over to Jim Ryan for opening remarks. Mr. Ryan?

Thanks, Dorothy. Good morning. I hope this call finds all of you and your families safe and healthy. We are pleased with our third quarter results as we made significant progress on client deferrals. We improved our operating leverage and grew the loan portfolio and ended the quarter with a robust commercial pipeline. We remain committed and focused on the health and safety of our team members, clients and communities. We are currently occupying about 50% of our office buildings by rotating team members every four weeks. Our branch lobbies are open and we are active in our communities. Many larger banks have told their relationship managers to stay at home and not worry about goals this year. By contrast, our relationship managers are proactively serving existing clients and winning new relationships rather than being distracted or derailed by COVID. Jim Sandgren and I have also been actively calling on new client opportunities to help win business. I've been impressed by the quality of the new relationships we've been able to win this quarter, many of them moving from long-term relationships from other larger banks. I would like to thank our team members for their hard work and dedication. Starting on Slide 3. Our third quarter net income was $77.9 million, or $0.47 per share. I was particularly pleased with our progress on operating leverage and strong balance sheet growth. Growing our balance sheet and watching our costs should help us mitigate the near zero interest rate environment. While we did not take a provision this quarter, we did grow the reserve given our net coverage for the quarter. Brendon will fill you in on all the details with respect to our reserve. End of period commercial loans increased by 10.5% annualized, primarily due to the record commercial production. Our…

Great. Thank you, Jim. The first update we'd like to provide this morning relates to our client relief programs. With respect to deferrals, we have previously reported that we've granted some type of deferral on roughly $1.3 billion in loans, which represented roughly 10% of the portfolio. At the end of this most recent quarter, the dollar amount of loans still in deferral mode had dropped to $138.6 million, which represents approximately 1% of the total portfolio. In the Commercial area, requests for deferrals have effectively dried up and we've taken a position that any applications for future deferrals that would result in total aggregate deferment period in excess of 180 days would be granted only in the most unusual of circumstances. On the retail side, while we continue to receive both new deferral requests and requests for renewal of extensions, the volume of those requests has fallen significantly. While we attempt to hold aggregate deferral periods to 180 days in this portfolio as well, we are a bit more lenient with individual borrowers when the cause of their financial issues is clearly COVID-related. As you know, we were very successful in securing PPP funds for our clients, having originated just short of 10,000 loans with balances in excess of $1.5 billion. The recent announcement by the SBA of a streamlined forgiveness process for loans of $50,000 or less is good news for many of our clients who received PPP funds. In that, roughly 5,600, or 57.5% of the PPP loans we helped facilitate fall into the streamlined forgiveness category. To date we have submitted over 23,000 loans to the SBA for forgiveness, representing $486 million in outstanding balances. Remaining fees on PPP loans not yet taken into income, totaled $37.8 million. Slide 5 sets out those industries that many…

Thank you, Daryl. Before turning to the quarterly financials, we would like to provide an overview of our allowance for credit losses. Our CECL model assumptions were again derived from the Moody's baseline forecast which included meaningful improvements in both GDP growth and unemployment trends. Increasing reserve needs, driven by improving current and expected economic conditions was more than offset by an increase on qualitative reserve. Although this economic recovery appears to have garnered some traction, downsized risks remain elevated and we believe it is premature to release reserves until we have more clarity on the path of the virus and future government action. Our current ACL to loan ratio including PPP loans stands at 95 basis points. Excluding PPP balances, our allowance to loan ratio would be 106 basis points. I would also like to remind you that we continue to carry $56 million in unamortized marks from our acquired portfolio. While these marks will not directly offset charge offs, any remaining mark will accretive [ph] through margin on resolution. Turning to the quarter on Slide 8. Our GAAP earnings per share was $0.47 and adjusted earnings per share was $0.46. Adjusted earnings exclude $2.9 million in ONB Way related charges, as well as $4.9 million in debt securities gains. Moving to Slide 9. We are pleased with our quarterly adjusted pre-tax, pre-provision net revenue, which was 3.4% higher year-over-year and 2.7% higher over prior quarter. This improvement was driven by commercial loan growth, strong mortgage revenues, as well as a reduction in adjusted operating expenses, resulting from good execution of our ONB Way initiatives. Despite the challenging interest rate environment, we improved operating leverage by 298 basis points year-over-year. Slide 10 shows the trend in outstanding loans and earning asset mix. End of period loans increased $240 million…

[Operator Instructions] Our first question comes from the line of Scott Siefers with Piper Sandler.

Good morning, Scott.

Good morning, guys. I hope everyone is doing well. I appreciate…

We are.

Good, good, and I appreciate you taking the question. Jim, I guess, the first question I wanted to touch based on was some of the commercial growth. I think you guys had been pretty candid in the second quarter about, maybe not being super optimistic on pull-through rates and I think we've generally seen that, in fact, be the case industry-wide. It looks like you guys kind of bucked the trend. So maybe just a little more color on how pull-through rates actually came in relative to what you would have hoped? And then maybe a bit more detail on complexion of the growth as well, if you could sort of bifurcate it between commercial and commercial real estate?

Sure. I'll have Jim Sandgren start off here.

Yes, Scott. So from a pull-through rate perspective, we were at a very low 23% in the second quarter; that increased to 37% in the third quarter. Clearly, I think folks were kind of waiting to see due to all the uncertainty, but again, demand continues to be really strong. Obviously, commercial real estate kind of paved the way for our growth in the third quarter. And as both Jim and Daryl talked about, really high-quality projects with developers that we are very familiar with, we're starting to see even better structure both from a pricing perspective, more cash equity in the deals. So we really feel good about the production we're putting on from that standpoint. C&I, also was up 12% in the quarter compared to the second quarter. We saw some opportunities in the educational areas, contractors, manufacturing. So, with the pipeline where it is today, we're really encouraged about fourth quarter and beyond. So even given all the uncertainty of the election and all that, our customers are still willing to invest and pretty bullish as we look toward the end of the year.

Scott, I would say that it's really been interesting. As we've been out competing for new deals, oftentimes, we find ourselves the only ones working really hard at it. And I think that's given us some great opportunities. As I said on the call, Jim and I personally have been on a lot of calls here during the quarter, trying to bring deals across the finish line. There has been some banks that quite frankly, have been a little distracted and we've been a little bit more focused. I think our new organizational structure through the ONB Way in that segment based approach really gives us the ability to focus and get all our resources lined up to help win these relationships and bring the full relationship over. So I think this is a good sign that the programs and the systems and the process we put in place are really starting to work.

Yes, at a minimum, I mean, it definitely looks like it came through in the third quarter. So it was a pleasant, I wasn’t surprised vis-à-vis what we’ve seen at others. Maybe just a separate follow-on question more financial. Brendon, just looking at the sort of the puts and takes on the volume and rate side in NII, with the hope or aspiration that you could ultimately hold NII at least flat given the pressures on margin, but some of the volumes that you guys are experiencing?

I think earning asset growth will certainly help do even net interest income. I'm not sure it's going to fully offset the headwinds we're going to feel in the net interest margin percentage. As we look forward, we think we might have a similar, maybe slightly lower decline in fourth quarter and then I think we have a fairly dramatic drop off, but still kind of slow grind downward into 2021, but at much lower levels.

Okay. And you were talking about the margin rate with the lost currency [ph]?

Yes, in dollar.

Okay.

Yes, in dollars, some of it is going to depend on the strength of the earning asset growth. I don't know that the earning asset growth will be sufficient to offset all of the margin headwinds, but will certainly be a benefit.

Perfect. Okay, terrific. Thank you guys very much.

Thanks, Scott.

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

Good morning, Terry.

Hi, good morning, everyone. Maybe start with an expense question. Jim, I think you said the investments in the ONB Way revenue initiatives on the hiring side would push expenses higher on a quarterly basis. I was wondering and it also sounds like that's going to continue into next year. I was wondering if you could kind of quantify that increase off the 114 kind of core run rate that I calculated? And just to be clear, is that kind of a pretty good run rate to think about each quarter next year? Or will there be some decline in the latter part of the year?

We anticipate your question and Brendon has got all the details here for you, Terry.

Yes.

Thank you.

So I think the 114 is a good base. I think as we think about those positions, we're going to hire several individuals over the course of 2021. Our expected impact for that is around $5 million into 2021. I'd just remind you, though, that we have, roughly $4.5 million of merit increases that will hit next year. And I also would expect some of the customer travel and entertainment expenses to trend higher as the world opens up again.

And then let me just ask a CECL question. If the key economic assumptions that you list on Page 7, if they remain unchanged over the next three months, how should we then think about the quarterly loan loss provision? Is it more a reflection of loan growth as any charge-offs would likely be already captured in today's reserves?

Yes. So as -- we will continue to run the model, and if the economic conditions are unchanged and the reserve level is exactly what is today is what's needed at the end of the year, then yes, we would cover charge-offs. How that's going to play out? We have yet to see. Obviously, Moody's expects things continuing to improve. So our reserve need may fall, but we are not -- at this point not expected to release reserves until we start to see some meaningful charge-offs start to flow through.

Great, that's it. Thank you both.

Thanks, Terry.

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

Good morning, Jon.

Hey, good morning, everyone. Quick -- one follow-up on Terry's last question on Slide 7. The qualitative factors, I think, we all understand there's a lot of uncertainty, but maybe can you talk a little bit about some of the key drivers that went into that? And what could get that to potentially flatten out in the future?

Yes, I think we need to get some clarity around the path of the virus, any additional government actions and get a sense for what the ultimate charge-off levels will be. I don't know that we'll have a lot of those answers until at least into the first half of 2021. As we get clarity around that, we'll be able to think differently, potentially around the size of that qualitative reserve.

Yes, I just -- given the uncertainty out there, we’re going to lean on being more conservative in our assumptions here, right? As we get more clarity, which is probably not likely to happen until the middle part of next year, then I think we could be looking at those factors a little bit differently. But just given all of the economic uncertainty, I think it's better to hold it up a little higher here.

Okay. Thank you for that. And then, Daryl, may be one for you. You talked about the potential for maybe it was you, Jim, for rising non-performers and losses and I think we all expect that. But just give us kind of a gut feel, the pipeline of potential problem loans and how we should think about the cadence of some of these problems flowing through?

Jon, I wish I knew the answer for that right. That is something that the whole industry is a bit struggling with and I’ll go back to what Jim and Brendon said. We're only really less than two full quarters kind of into this and so as we see in our financial information from our clients, it's just really hard to try to understand what ultimate losses are going to come out of that portfolio. And again, I don't want to fall back into what everybody's saying, but the fiscal stimulus is going to have a big impact on this. It's -- by industry, most banks, including ours have taken the hotel industry. We know -- we're pretty certain that, that is a long tail. And so we've gone ahead and taken our actions on that in terms of downgrades, but and I'm not trying to skirt the question, it's just a very tough thing to try to figure out now where we're going to be in another 90, 180 days. So I can't give you much clarity around it.

Jon, I'll just say, we're trying not to be surprised here, right? I mean, we meet weekly, and with this group on the call, and plus some other senior commercial credit folks, and we're really trying to understand the trajectory of each one of our clients and which ones are more sensitive than others. So we're not trying to be surprised ourselves. But as Daryl said, generally those conversations have gone pretty well, surprisingly well. And, but there's a lot of uncertainty out there and like Daryl said, we haven't seen a lot of interim financials and so it's just, it's pretty hard to put a pinpoint on it.

Okay and then just one small one for Brendon on expenses, again back to expenses. You talked about potential for incentive accruals do to outperformance for the year? Have you accrued some of that already or what's kind of the magnitude you're thinking for that accrual expense line?

We did, we started to adjust accruals in Q3. But we would expect another adjustment if things play out the way we expect in the tune of $5 million or so.

That's incremental for the fourth quarter is what you are saying?

Yes.

Okay, all right. Thank you.

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

Good Morning, Chris.

Hi Jim, good morning. Good morning, everybody. I want to start maybe on capital. You talked about the capital bill, but also, Daryl’s the comments about the uncertainty. Jim, I'm interested in your thoughts about capital management into next year? I think you've talked pretty confidently and consistently about the dividend sustainability, but what about the share buyback component? How are you and the Board thinking about ultimately flipping that back on?

Well, I think we're going to take a cue a little bit from the regulators here right? And the regulators have basically said nothing this year. Obviously, they're not really talking about us. I think they're talking about our biggest cousins here. But we're going to take that cue and we do have Board members asking, when are we going to have, confidence, I mean we turn that back on. Having said that, I think it's into next year. Again, as we just have more insights into ultimate loss content we feel pretty good today, but it just seems a little premature to want to turn that back on yet.

Okay and I appreciate the color you gave on the expenses and investments you're making as part of the ONB Way, but can you just remind us how you're thinking about the revenue side of the equation that you spoke confidently about in your prepared remarks, just the timing and when we should start seeing any contribution from the revenue investments?

Well, I do think I mean, so we have hired folks already, a number of folks already across our geographies, and I do think the growth you're seeing on both the deposit side, and the loan side are really the start of really those initiatives. So, higher growth in our wealth management business that would be both the kind of the balance sheet sides of the private banking side, but also the fee income side. And obviously, our commercial business. We haven't shared any targets. It is too certain and too early to share any targets yet, especially given kind of the economic uncertainty, but I think those are the kind of line items, the fee income, continued strong deposit growth and then the commercial side as well.

Okay, and then maybe just a last one if I could. I'm looking at Slide 10. Comparing it to last quarter, it looks like C&I spreads jumped up almost 20 basis points, excluding the PPP, any color on, is that just you're out in the market lending and some of your peers are on their heels? I guess what is that? Is that likely to continue or what are you seen?

Yes, Chris, it's a little bit of both, right? I mean, I think we are, as Jim said, not everybody else is out doing what we're doing. But I also think there's a wide variance quarter in, quarter out just based on how many notes are fixed rate versus floating rate. This stuff tends to be a little bit more floating rate, which drives down the asset [ph] yield. But that mixed shift can also, shift these numbers around quarter in, quarter out. But we are getting, I would say slightly better pricing. Not more, but I'd like to get more pricing, but it's slightly better than we have seen in the last year for sure.

Okay, awesome. Thank you.

Your next question comes from the line of David Long with Raymond James.

Good morning, David.

Good morning, everyone. Thanks for taking my question. I want to get back to that qualitative portion of the reserve really quick, just do you have a specific internal projection that you're using as to what the next stimulus package may look like and coming up with that ultimate reserve level?

We do not. I can tell you I think Moody's had an expectation in their forecasts for I think $1.5 trillion stimulus happening September. So the fact that doesn't that didn't get done and maybe delayed, did influence our thoughts and decisions around the qualitative reserve, but we don't have a specific forecast internally.

Got it, okay. Thank you. And then switching gears to the mortgage banking side, obviously strong again, there, how does the upcoming 50 basis point fee impact your origination expectations and is that something that you can pass along or how do you think that's going to work out?

I think it's a little too early to tell how much of that we can pass along. I think our own internal projections are assuming we take that out of our spreads. I mean, spreads have increased in that business, throughout the kind of refi, Bonanza we've all seen here. So that probably, at some level comes out of our margin, but I'm hopeful that we can pass along some of that increase through new production as well.

Got it. Okay and then finally, on the capital side, obviously, you're in a very good position right now, but what would change or what in the economy would it take to change to change your outlook, like well, how bad does it have to get in the overall economy for you to change your outlook and consider raising additional capital?

That's a good question, kind of Brendon kind of chuckled a little bit. We were supposed to learn our lessons as an industry, heading into whatever the next crisis looked like. And I felt like we had enough capital heading into this and Brendon shared, our stress tests that were running, right. So things would have to get pretty draconian before, I think I'd have to move off my position here. I understand the rationale for kind of opportunistic issuances. Particularly, we had a use for it. But at this point in time, we feel very comfortable with our stress test models, and obviously, their models, and they could be wrong. But it has to be significantly different than what our most severely stressed environments look like in order for us to have probably different view on that.

Got it. Good to hear, cool. Thanks, Jim.

Thanks.

Your next question comes from the line of Scott Siefers with Piper Sandler.

Good morning, Scott again. How are you?

Hi, thanks for taking the followup.

Yes.

I was just curious, some of that balance sheet growth, is that pretty broad based across the franchise or are there for take like is it the sort of the legacy ONB franchise or is that some of the newer markets that you guys have, how is that all sort of projecting?

Yes, Scott specifically on the CRE, I'd say a big chunk of that really is up in the twin cities, specifically, in the suburban areas, some multifamily opportunities there with the developers that I talked about earlier, also seeing some growth in Wisconsin, parts of Michigan and in and around Louisville. So it really has been spread around kind of a mix of our legacy markets and our newer markets. Jim and I are heading to Minnesota after this call. And so we've been spending time out actually locking some of these projects, getting first hand insights into them. So this is a hands-off approach. We're very active in the business. We want to make sure that things we're investing today we feel really good about, and so it's nice to see that kind of continued growth we're seeing in Minnesota and despite some of the challenges they're having there, the economic vibrancy is still very strong.

Yes, okay, perfect. Thank you guys again.

Thanks, Scott.

It’s okay. Your next question comes from the line of Kevin Swanson with Hovde Groups.

Hi guys.

Kevin, how are you?

Good, how are you?

Good.

Yes, just expense initiatives, has there been any additional look back at the branch footprint when considering the effects of COVID pandemic?

Absolutely, it's something that we review pretty regularly as our advanced branch footprint and the Board has challenged us to make sure that we've got an appropriate footprint. It's -- we don't have any, you know, new assessments to share with anybody, but it's something we'd look at pretty regularly. And we do think over time, just as customers continue to move transactions to mobile and other online platforms, we will continue to have opportunities to look at those branches a little bit differently. But at this time, don't have anything new to share.

Okay, thanks. And then could you talk about the parameters of what you would or would not be interested in doing for M&A? And then maybe any changes in expectations or willingness of sellers?

Well, I think 2021, given the interest rate environment is going to be a challenge for our industry. And, I think as people put together the forecast for next year, dealership planning, it could open up some opportunities for us. We continue to think consolidating within our current footprint makes the most amount of sense and so we're really focused there. We've talked about potential partnerships that are more meaningful, fewer of them, but more meaningful. And, I continue to be very active, it was a very active summer for me to make sure that I was calling on folks that were interested in, and we continue to do that, and be purposeful about that. So it's on our minds, and obviously, the farther we get into the pandemic, the easier it would be to put, some balance sheet marks together. It's still I think it's still a little early, to be honest with you, but, but the farther we get into it, it would be easier to think about a potential partnership, but at this point in time, we're not, we're not looking at it today. So we're just going to keep -- continue to keep - be opened up for opportunities.

Okay, thank you.

You have a followup question from the line of Terry McAvoy with Stephens.

Hey, I forgot to ask, I think it was last Thursday or Friday, a bunch of states had their highest one day COVID case count. And I believe Indiana, Wisconsin and Minnesota unfortunately, we're in that count. Earlier in the year, that was the exact opposite and Jamie kind of talked about, maybe the upside to your franchise, just given how it was impacting different parts of the country in a different way and now it's kind of come closer to home. So I guess, what are your updated thoughts there and do you have any kind of updated thoughts on some of the vulnerable industries and whether that count goes higher, whether those industries need to be looked at yet again?

All good questions. Thankfully, I would just start with our team members and our own experience here within our four walls, so to speak, have been relatively good. We continue to make sure that our team members remain health and safety is paramount. Right? But having said that, obviously we're all concerned, and we're cautious about what's going on in some of our geographies. I'm hopeful that it's kind of temporary, as everybody went back to colleges and maybe saw a number of increases from that. We're watching the numbers very closely. Our Chief Risk Officer, sends very regular updates on this topic. Even during the height of, maybe the first or second wave, I didn't see, we have so little restaurants. In the hotel exposures, we talked about a pretty well defined, I just don't see much difference today than I saw back then, even when the numbers were trending better. So I don't think it gives us any kind of different outlook, Terry, but it's something we're watching very, very closely and if nothing else for the health and safety of our own team members.

Great, thanks again.

Thanks, Terry.

And there are no further questions at this time.

Well, thanks, everybody for your attendance. Great set of questions and as usual, the team is here for any follow ups. Everybody have a great day. 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 1855-859-2056, Conference ID code 1086029. This replay will be available through November 2. If anyone has any additional questions, please feel free to contact Lynell Walton at 812-464-1366. Thank you for participation in today's conference call.