Good morning and welcome to the Peoples Bancorp Incorporated Conference Call. My name is Chad and I will be your conference facilitator today. Today's call will cover a discussion of the results of operations for the quarter and nine months ended September 30, 2017. [Operator Instructions]. Please be advised that the commentary in this call will contain projections or other forward-looking statements regarding Peoples' future financial performance or future events. These statements are based on management's current expectations. The statements in this call which are not historical fact, are forward-looking statements and involve a number of risks and uncertainties detailed in Peoples' Securities and Exchange Commission filings. These include, but are not limited to, the success, impact and timing of the implementation of Peoples' business strategies, including the successful integration of acquisitions and the expansion of consumer lending activity; the competitive nature of the financial services industry, changes in the interest rate environment, uncertainty regarding the nature, timing, cost and effects of federal and/or state banking, insurance and tax regulations, changes in policy and other regulatory and legal developments, including uncertainty or speculation about the enactment of changes by the current presidential administration, and changes in economic conditions and/or activities. Management believes the forward-looking statements made during this call are based on reasonable assumptions within the bounds of their knowledge of Peoples' business and operations. However, it is possible actual results may differ materially from these forward-looking statements. Peoples disclaims any responsibility to update these forward-looking statements after this call, except as may be required by applicable legal requirements. Peoples' third quarter 2017 earnings release was issued this morning and is available at peoplesbancorp.com under the Investor Relations tab. A reconciliation of the non-GAAP financial measures discussed during this call to the most directly comparable GAAP financial measures is included at the end of the earnings release. This call will include about 20 to 25 minutes of prepared commentary, followed by a question-and-answer period which I will facilitate. An archived webcast of this call will be available on peoplesbancorp.com in the Investor Relations section for one year. Participants in today's call will be Chuck Sulerzyski, President and Chief Executive Officer; and John Rogers, Chief Financial Officer and Treasurer; and each will be available for questions following opening statements. Mr. Sulerzyski, you may begin your conference.

Thank you, Chad. Good morning. As we announced earlier this morning, we have signed a definitive agreement with ASB Financial Corp. ASB has six full service branches and two loan production offices that we believe will complement our current footprint in Southern Ohio and Northern Kentucky, as well as double our mortgage production. We are beginning to work towards completing all the required regulatory filings and we are initially projecting a close in the second quarter of 2018. As it relates to earnings, we reported record quarterly net income for the third straight quarter. Net income was $10.9 million or $0.60 per diluted share, an increase of 12% over the second quarter and 40% over the third quarter of 2016. Through the first nine months of 2017, net income was $29.5 million or $1.61 per diluted share and was 24% higher than 2016. During the third quarter, we benefited from a gain on $1.8 million on the sale of certain equity investment securities which John will discuss in a few minutes. We are keenly focused on evaluating our business and improving our existing operations. This has resulted in several positives for the quarter including net interest income growth, reduced non-interest expenses, steady loan growth and improved credit quality metrics. We have enjoyed a positive operating leverage, eight of the last nine quarters when comparing quarterly amounts to the same quarter in the prior year. For comparative purposes, the last five of these quarters were not impacted by acquisitions. During that time our average quarterly revenue growth compared to the same quarter in the prior year was 5% and our quarterly expenses on average were flat on a percentage basis. Our quarterly efficiency ratio is the lowest it has been in the last seven years. Loan balances grew 6% annualized compared…

Thanks, Chuck. During the quarter, we reduced our position in certain bank equity investment securities. This action was taken in result of the high amount of appreciation on the securities. The sales completed during the third quarter of 2017 resulted in gains and investment securities of $1.8 million and are not a normal occurrence for our business. We continue to see the positive impact on loan growth is having our net interest income. Although there was no interest rate increase announced by the federal reserve during the third quarter, the rise in interest rates during the first half of 2017 has provided growth in net interest income as increases and earning asset yields have outpaced higher funding costs. Net interest income increased 4% compared to the prior quarter and was up 12% compared to the third quarter of 2016. During for the first nine months of 2017, net interest income increased 8% compared to 2016. Our net interest income and margin improved partially due to proceeds of $611,000 received on an investment security for which we previously recorded and other than temporary impairment. These proceeds were unexpected and we have no indication that there could be additional revenue from the security. These proceeds added approximately 8 basis points to the net interest margin during the third quarter of 2017. Net interest margin expanded to 3.67% compared to 3.62% in the prior quarter and 3.54% in the third quarter of '16. During our last call, we mentioned we had some prepayments and investment securities which had a positive impact on net interest margin during the second quarter of 2017. On a year-to-date basis, to 3.5% in 2016, net interest margin increased to 3.61% compared. Our funding cost increased slightly during the quarter mainly due to higher overnight borrowing cost coupled with…

Thanks, John. We continue to develop our unique value proposition. Less than 10% of banks engage in insurance, even fewer banks have a proprietary retirement plan offering. We are proud of our ability to deliver these solutions to our clients. Our experienced professionals take great care in delivery to the client, we do not just sell products to clients but we create a relationship with our clients in only due what is in their best interest. As John mentioned earlier, we introduced our new checking account offering to consumers, this resulted in a shift from non-interest bearing balances to interest bearing demand accounts. This only serves as one indicator of our commitment to our clients and the strides we were taking every single day in making this experience optimal. Our disciplined approach when it comes to clients, as well as expense management is part of the driving force behind our increased earnings over the last several quarters. We have made and will continue to make investments that are meaningful to assure our ability to compete with the most sophisticated banks in the country. All of our efforts, both in the front and back of the house have led to increases in earnings per share, return on average assets, return on average stockholder equity, reductions in the efficiency ratio, improvements in our credit quality metrics. I'm thankful for the perseverance and dedication of our associates that have driven our performance. Moving on to our expectations through the fourth quarter of 2017. We expect to achieve point to point loan growth of 5% to 7% for the full year. We anticipate that provision for loan losses in the fourth quarter will be similar to the third quarter. We believe net interest margin will be between 3.55% and 3.60% for the fourth quarter.…

[Operator Instructions] The first question will come from Scott Siefers - Sandler O'Neill & Partners. Please go ahead.

Good morning. Let's see, first question was maybe for you, John; just a direction of the core margin, where do you see that trending from this quarter's 3.49%. I appreciate the guidance you gave Chuck on the reported margin of 3.55% and 3.60% in the fourth quarter and then 360 in 2018 but just your thoughts on the core margin? And then, can you guys talk just a little about what the -- just started this change in the deposit complexion; shift what that does to your rate sensitivity, in other words, kind of moving into some more interest bearing deposits, vis-à-vis the non-interest bearing?

Sure. Scott, on the core margin; I mean I think as we look at it there is definitely some positive we see going forward right, so we would anticipate the number that Chuck gave out on the gross is a rate increase in December, another one mid-year and '18; so we think that's going to be positive. Some of the swaps and that stuff we did last year will kick-in the next year, so those should be positive. So we would expect the quarter to increase somewhat there with an offset, there will still be some decline accretion income as we go throughout the year. So net-net, that's kind of how we get down to the 3.60% number, so I think you're going to see an uptake in your core margin as we proceed throughout into 2017 and into 2018. To the new interest bearing account or the interest bearing product that -- I mean, we did say lower -- lowest account product, it's pretty much a smaller interest rate, it should not have a large impact on our interest rate sensitivity as we move forward. The majority of our accounts I think will still be in the non-interest bearing world when we -- get everything might greater, then all shakes out; so it should not be a large impact. It's not tied to any index or anything of that nature, the interest rate is completely discretionary.

Perfect, thank you. And then, maybe Chuck, just some thoughts on fee growth; so service charges that are year-on-year based on decline is kind of really accelerated and now you guys alluded to some fees that should come from the newer deposit offerings but even looking into next year, the 2% to 4% fee growth is little lower than I would have kind of thought from you guys, just given your historical strength as a fee generator. So it just carries your thoughts on sort of where you're doing well, where you might need to reinvigorate a little momentum, etcetera?

Sure. I think that you see the insurance business and the trust business continue to do well. Our trust and investment business has been double-digit, high single-digits for a number of years, we probably see that backing off a little bit but still high single-digits next year. Insurance has been facing market issues in terms of premiums, I think that that will change but those changes we probably will not see until [indiscernible] of '19, we obviously just have a large net number of cats [ph]. Moving more towards the traditional banking fees, the consumer fees continue to erode and I think that's a trend that others are experiencing too. I'm optimistic that our commercial activities in swaps for the interest rate environment performs as people think maybe slightly better than we've indicated but most of the issues -- I would say more on the consumer side being offset by investments and insurance.

Okay, that sounds good. I appreciate the color.

The next question will be from Michael Perito of KBW. Please go ahead.

I want to maybe start on some of the commentary for next year; you mentioned it was kind of isolated from the deal and I guess certain -- number one, just curious how -- it only seems like this, ASB has a fairly decent sights, mortgage operation that you guys -- you just mentioned you're excited about in the press release. I'm curious on your thoughts on how that's going to kind of fit into the rest of your fee income strategy but also you know, if that will have any kind of drift higher effect on the efficiency ratio once it's brought onboard?

No, I think we'll be fine with the -- if -- I don't think the efficiency ratio will drift higher as a result of that. I think we have to take out 35% of the cost. I think that the mortgage business, you know, they will produce probably more mortgages in this year than we will. I think that we can leverage some of that capability more broadly, so I'm optimistic in terms of what it can do for us from an earnings perspective; so I'm pretty comfortable with that. I also would add, if I can for a minute on the deal, it helps us from a geography standpoint. We had some of our markets, Ashland and Huntington, south of where we've acquired and we had the western franchise and kind of eastern franchise in the southern part of Ohio, this gives us a couple of branches to help fill in between the two; so it makes our distribution more logical and I think the deal metrics is compelling in terms of less than fifteen times earnings, less than two year earn back. I mean I think all around in terms of capabilities, in terms of distribution, you know, this is very beneficial for our shareholders.

And then, maybe sticking on that topic for a second shot, I mean obviously you guys have been vocal about waiting for the right one but getting back involved in the bank acquisition space; you know, this deal seemingly as you mentioned, price wise seems very reasonable. From some of your competitors, corrected they are bit more north in state but it seems from what I've gathered, team like Ohio, M&A pricing has still had a little bit of a gap between sellers and buyers. It's curious as to what you see in the market in the areas where you're looking today and what your outlook is for participating in additional M&A going forward?

I mean we continue to have conversations, we've probably have seen more books than the last six months than we saw in the previous 12 months before that; so I think that there are signs that activity is increasing. We generally have shied away from some of the pricier deals in -- let's say Central Ohio, the Columbus markets, we just can't get comfortable with what some of those premiums are. I would say there is probably somewhat of pressure on pricing but we will stay disciplined and do deals that make sense for us strategically and financially. We happen to do another deal soon, great, if we don't do another deal for couple of years, that's okay too; you know, we really are focusing on the organic growth and the continuous focus on the operating leverage and we see the deals is complementary. So we're optimistic that we'll get more opportunities and we're grateful for the ones that we've had and we'll see what the future brings.

Okay, that's helpful, thanks Chuck. And then, just one last one for me; the point to point loan growth next year, 5% to 7%, you know, this year just kind of looking at the balances mostly driven teams by consumer -- indirect consumer and some construction expansion to the first nine months at least, curious as to whether you expect that to maybe be similar next year or if there is other expectations around what will drive in total, that's the point to point loan growth expectation?

I think we've had good balanced growth, the -- between consumer and commercial, the indirect has been very good for us but we've had mortgage one-off on the balance sheet, stats that we gave and that include the deal but I think that they might be able to help us prevent some of that mortgage erosion. I think that we'll continue to see good C&I growth, we've enjoyed great C&I growth now for many years, I think there is opportunities there. We've also as previously mentioned have made the investment in the floor plan systems that will be up and running in the fourth quarter and we expect to see some growth there that we have not enjoyed in the past. So again, we're very much focused on the credit quality, we've seen great credit improvements this year and we can get 5% to 7% growth and keep our credit quality and keep the focus on operating leverage and blend this deal and we'll have a much stronger performing bank 12 months from now than we do today.

Got it. Thanks guys, I appreciate the color.

The next question will be from Kevin Reevey with D.A. Davidson. Please go ahead.

Good morning. Chuck or John, it looks like ASB has a high loan to deposit ratio, it's over 100%; do you see any opportunities in terms of reoptimizing their balance sheet to really get additional spread income from the combined entity from serial-only [ph] deposit ratio is below 100%?

Yes, I think that we can -- I think there is opportunities there, I think there is opportunities with their investment portfolio. I think that we should be able to hopefully get a few basis points out of it, it's relatively small compared to us, so it's not going to move the needle greatly but it should help.

There is also more opportunity in the marketplace, we believe that we have the more capability and higher capacity to do deals; so we think that's very beneficial overtime that we should see some of that from a balance sheet perspective.

And then as we model in ASB, it looks like ASB has a significant portion of their non-interest income that comes from gain on sales of loans; how should we kind of think about that as we're modeling ASB with Peoples?

That is the mortgage business, you know, they've -- we produce the loans and we sell them, so you're going to see that gain on sale continue.

They have a servicing release model and that's the gain from there and they've had a steady growth in that business over the last few years and we would continue to see that to beat to our advantage and continue to see some growth as that moves forward.

And then lastly, your bank securities portfolio is at pretty much [indiscernible], you still have some exposure there?

No, we still have exposure there. I believe there is good amount of gains that are associated in that and as the opportunities arise, we might take some of that but we have no current plans at the moment to do any that so far. So there is about $6 million of additional gains that are sitting, I believe in that portfolio. We disclose that in the Q -- you will see that.

Great, thank you.

Our next question comes from Daniel Cardenas with Raymond James. Please go ahead.

Good morning. Just a couple of quick questions here. In terms of deposit growth, I mean, thank you for the color on the loan growth side but should we kind of expect deposit growth to mimic loan growth in the coming year?

No, it would be a little less than the loan growth.

Yes, we think we've had a pretty good loan growth and especially in the commercial side, we've had a pretty good run there and we expect some of it to continue in retail. We expect to continue some, we think the new products benefit us, the new products -- you know, you can waive the maintenance fee if I'm having more of a relationship with us from the loan and deposit perspective, so we think that will be beneficial and the early returns are positive with respect to the conversations that the sales force is having. And we also -- as we look outward into 2018 and the growth in the loans that we've had over the last couple of years, there might be some opportunity to reduce the size of our investment portfolio as a percent of asset. So -- and that possibility exists and I would anticipate doing some of that if loan growth and everything else plays out like we think.

Right. And so that investment portfolio you said roughly is around 25%, I mean what's kind of low water mark for you -- or would you ultimately like to see that as a percentage of total assets?

I think down the road, not in 2018 but after that probably approaching the 20% mark, if not a little lower but wouldn't be that low in 2018.

Okay. And then just a clarification question for me; you had mentioned that you're looking for non-interest expense to be approximately $27 million in Q4, does that include the $400,000 to $500,000 merger-related number that you mentioned?

No, it does not.

So what's kind of the driver of Q4 to Q3 on the increase on the expense side?

We've been pretty close to $27 million for several quarters, it's just -- you know, not linear I guess, bank is around but it's been there. I think $27 million is the guidance that we've been giving for a while in the quarter.

Okay, alright, fair enough. Alright, thanks guys, good quarter.

[Operator Instructions] The next question will be from [indiscernible]. Please go ahead.

Good morning. I just had a couple of housekeeping questions on the deal; is it possible for you to provide us with the rate mark that you assumed in projecting for this one?

The rate mark or the credit?

The rate mark -- the wall mark [ph] was about 1.4% -- the credit mark.

Okay. And you don't have the rate mark, though? I mean, I obviously estimate change for [indiscernible] when the deal closes, right?

It was around 60 basis points.

Okay. Yes, just trying to get a ballpark there. And similarly, is there a number that you kind of worked out for the core deposit intangible?

Around 1.5%.

Okay, perfect. And you know, kind of strategically looking at this fee, it's going to give you some nice backfill in some of the markets down in the southwest and I guess I'm just curious, is there an idea of what the incremental growth opportunity is going to be here -- adding this fee [ph] to the franchise?

Well, I think the opportunity for us with this acquisition is the mortgage capability that they have. They have a team that focuses in the Cincinnati marketplace and we think that we can potentially export that capability to Columbus or Cleveland or Louisville and we think that there is opportunity there. In terms of the market filling it just provides better options for our clients but their clients -- because they don't have an investment offering, they don't have an insurance offering, you know, we obviously have much more fire power from a lending limit than they do. So we will be able to bring much more to their clients, so we think that it will help us in the mortgage business and it will be good all around.

And I guess as a follow-up to that, in their commercial side of their book, they have a lot of participations?

No, nothing significant.

Okay. Alright, I think that's all I had. Congrats on the deal, and I appreciate the color.

You're welcome.

Thank you.

At this time, there are no further questions. Mr. Sulerzyski, do you have any closing remarks?

Yes. I want to thank everyone for participating. Please remember that our earnings release and a webcast of this call will be archived on peoplesbancorp.com under the Investor Relations section. Thanks for your time and have a great day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.