Welcome to the Old National Bancorp 3rd Quarter 2023 Earnings Conference Call. This call is being recorded and has been made accessible to the public in accordance with the SEC's Regulations 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 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 or outcomes to differ from those discussed. The company refers you to its forward-looking statements legend in the earnings release and presentation slides. The company's risk factors are fully disclosed and discussed in the earnings release. These non-gap measures are intended to assist investors' understanding of performance trends. Reconciliation of these numbers are contained within the appendix of the presentation. And now, to turn the call over to National CEO Jim Ryan for opening remarks.

Good morning. We are pleased to be with you today to share details about our strong third quarter performance. The strength of our franchise remains evident in the results outlined on slide 4. This quarter was like our last, business as usual for Old National with growth in deposits, well-controlled funding costs, ample liquidity, and stable credit quality. We also saw slightly positive loan growth despite loan sales. We've reported an EPS of $0.49 for the quarter. Adjusted EPS was $0.51 per common share with adjusted ROA and ROATCE of 1.26% and 21% respectively. Importantly, we achieved significant year-over-year tangible book value growth. Our adjusted efficiency ratio remained under 50%. percent. Total and core deposit balances were up three percent during the quarter as we compete effectively for new deposits. Our total cost of deposits was 161 basis points and we maintained our deposit pricing discipline with a low 30 percent total deposit beta cycle to date. As a result, we beat our own margin expectations. Our credit quality remained stable. Net charge-offs for 24 basis points, 15 of which related to a single charge-off that we don't believe indicates a broader weakness in the portfolio. We remain diligent in managing the portfolio, consistent with our past strong credit management practices. On the new business side, while our loan pipeline has declined, we continue to actively seek and win new loan business where we can develop full relationships, meet hurdle rate returns, and have a strong credit profile. Broadly, some competitors have seen significant appetite change, creating new opportunities for us. As a result, we expect the loan portfolio to grow modestly for the remainder of the year. We also continue to hire top revenue-generating talent selectively, albeit slower than previous quarters. With that, I will now turn the call over to Brendan to cover the quarter results in more detail. Thanks, Jim.

Turning to our quarter-end balance sheet on slide five, we continue to effectively navigate this challenging operating environment. Our focus on deposit acquisitions resulted in 3% growth this quarter and has led to a better funding mix, stronger than expected than interest income, and will allow us to take advantage of new lending opportunities while many of our peers are pulling back. Our strong earnings improved all regulatory capital ratios, and our tangible book value per share increased 3%, excluding the AOCI impact. On slide 6, we present the trend in total loan growth and portfolio yields. Total loans grew in line with our expectations. We sold $389 million of non-relationship C&I loans at par during the quarter as we look to manage liquidity while prioritizing lending to our clients with full banking relationships. Excluding these loan sales, total loans increased 1.7%. The investor portfolio declined in line with our expectations, and the duration remained steady at 4.3. Cash flows from the portfolio are expected to be $1.4 billion over the next 12 months. Moving to slide 7, we show our trend in total deposits, which increased $1 billion, dollars, including approximately $300 million of normal seasonal public loan inflows. All three of our lines of business posted solid growth and client acquisition. Growth came mostly from the money market and time deposit categories, offset by declines in non-interest-sparing deposits, which continue to experience migration to higher yielding products. Non-interest-sparing deposits as a percent of total deposits was 28% at quarter end, and we anticipate this downward trend to continue in the near term, albeit at a slower pace. Market conditions continue to put upward pressure on deposit rates, with interest-bearing deposit costs up 56 basis points to 2.22%. Total deposit costs were 1.61% for the quarter, which equates to a cycle-to-date total deposit beta of a very low 30%. While it's challenging to estimate the terminal beta, we have a strong history of managing deposit rates and are confident we can maintain our cost advantage through the remainder of the rate cycle. Our deposit promotions have been highly successful at bringing in new clients, and we are actively working to deepen and expand those relationships. Slide 8 provides our quarter-end income statement. We reported GAAP net income applicable to common shares of $144 million, or $0.49 per share. Reported earnings include $6 million in pre-tax merger-related charges. Excluding these items, our adjusted earnings per share was $0.51. cents. Our profitability continues to be strong with an adjusted return on average tangible common equity of 20.9% and adjusted return on average assets of 1.26%. Moving on to slide nine, we present details of our net interest income and margin. As expected, deposit pricing led to modest declines in both NII and NIM. We anticipate approximately $3.4 billion in fixed rate loans to be repriced over the next 12 months at reinvestment rates approximately 260 basis points better than runoff yields. This should provide a considerable offset to late cycle deposit repricing. Slide 10 shows trends in adjusted non-interest income, which was $81 million for the quarter. All of our primary fee businesses performed as expected with a slight seasonal uptick in mortgage revenue. Continuing to slide 11, we show the trend in adjusted non-interest expenses. Adjusted expenses were $239 million, and our adjusted efficiency ratio was a low 49.7%. These results were generally aligned with our Q2 guidance. On slide 12, we present our credit trends, which remain stable, reflecting the quality of both our commercial and consumer portfolios. Delinquencies and non-performing loan trends were both within our normalized range. Net charge-offs were 24 basis points, with 15 basis points related to a single long-term C&I client that suffered operational challenges following a generational management succession. Our third quarter allowance, including Reserve for Unfunded Commitments, stands at $337 million, or 103 basis points of total loans, and was largely unchanged from the prior quarter. Our reserve model assumptions already reflect a material slowdown in the economy, consistent with the Moody's S3 scenario, which should limit reserve build to portfolio performance and loan growth. Shifting to key areas of focus on slide 14, you will see further details of our loan portfolio. We have no material change in our office portfolio, with less than 1% of total outstandings located in the central business districts. Our shared national credit portfolio with 7% of our total portfolio has above average credit quality and continues to perform well. We did have some limited exposure to mandated regulatory downgrades this quarter, which accounted for half of our credit migration. That said, as part of our ongoing portfolio management, we were able to exit one of these credits at par shortly following the forced downgrade announcement. On slide 15, we provide highlights from a recent examination of fixed rate CRE maturities over the next 18 months. We continue to believe, given the small exposure and current performance, that the refinance risk in this portfolio will be minimal. Slide 16 details our Q3 commercial production. Our slightly lower production and pipeline this quarter reflect moderating client demand and our focus on obtaining full banking relationships with new loan requests. On slide 17, we present further insights into our franchise-leading deposit base, which is exceptionally granular and long-tenured. Please note we reduced our or broker deposit exposure this quarter, which stands at only 3.2 percent of total deposits, compared to the industry average of 10.6 percent last quarter. On slide 18, we provide a comprehensive overview of our capital position at the end of the quarter. We observed improvements in all regulatory capital ratios and a modest decline in our TCE ratio, which was driven by rate-related increases in AOCI. Our above-peer return on tangible common equity, coupled with our peer average dividend payout ratio, should result in OMB accreting capital at a faster rate than most. Additionally, we anticipate 30% of our outstanding AOCI to accrete to capital by the end of 2024. In summary, our strong third quarter performance exceeded our expectations. We have improved the efficiency of our balance sheet with strong core deposit growth, which has led to a better funding mix and better than expected net interest income. We continue to demonstrate our ability to expand our customer base while maintaining peer-leading deposit costs. Our strong liquidity also positions us well to take advantage of new lending opportunities. Our credit portfolio remains stable and our disciplined approach to managing expenses

is evident in our quarterly adjusted efficiency ratio of 49.7 percent. Slide 20 includes thoughts

on our outlook for the remainder of 2023. We believe our current pipeline should support fourth quarter growth in the low single digit range. We anticipate continued success in our execution of our deposit strategy and expect to meet or exceed the industry growth in the fourth quarter. We're expecting a three to four percent decline in NII in Q4, which equates to a 13 percent year-over-year increase, a slight upward revision from our Q2 guide that anticipated 12 percent year-over-year growth. This updated guidance assumes no additional Fed actions, a through-the-cycle interest bearing deposit beta of 46% by year end and non-interest bearing deposits falling to 26%. We expect fee businesses to be stable with typical seasonal patterns. Longer term, we remain bullish on both TM and wealth as our investments in these areas build momentum. Our expense outlook for the fourth quarter should be consistent with Q3, excluding merger-related charges with some potential variability related to incentive accruals. Provision expense should continue to be limited to loan growth, portfolio change, and non-PCD charge-offs, as we believe we have adequate reserves against the PCD book. Turning to taxes, we expect approximately $5 million in tax credit amortization for the remainder of 2023, with a corresponding full-year effective tax rate of 25% on a core FTE basis and 23% on a gap basis. With those comments, I'd like to open the call for your questions. We do have the full team available, including Mark Sander, Jim Sangren, and John Moran.

That prepared our prepared remarks, so with any questions, please go ahead and ask.

Thank you. Ladies and gentlemen, if you have a question, please press star 1 on your telephone keypad. One moment, please, for your first question. Your first question comes from the line of Scott Ciphers of Piper Sandler. Your line is open.

Good morning, everybody. Thank you for taking the question.

Good morning, Scott. Sorry for the delay, and I'm glad you're back on top.

Oh, no problem. Me too. Thank you. Let's see. I was hoping to start on the deposit side, maybe just some expanded thoughts on the way you were sort of thinking about the balance between growth and and rape or you know cost on the deposit side so you accelerated total deposit total deposit growth which was great but in some some higher cost areas so just maybe kind of philosophically how we how you were

thinking about things through the third quarter yeah we think there's opportunities to continue to lend and building some dry powder through deposit growth makes a lot of sense to us at the rates we're able to do it you think about growing deposits at a low four handle and be able to lend that out in mid to high sevens, I think gives you a marginal margin that is a, you know, quality risk as a return. So that's a thought process. So as long as we can continue to raise deposits at those levels and have lending opportunities in those high sevens, we'll

continue to do that. And as we raise a lot of deposits, Scott, through money markets, you know, a good chunk of that is new clients to the bank. And so we think there's opportunities to expand those relationships over time. So I think it's a, and we've got room to do that, to raise some market-competitive deposits right now.

Okay, perfect. And then I know you talked about the nearly $3.5 billion in fixed-rate loans that would sort of reprice or recast over the next 12 months. Do you think that will be enough to allow the margin to trough in the next quarter or two if the Fed finishes its tightening cycle?

You know, Scott, I think it's still too early to tell. I can tell you that it does provide a lot of offset. If it's going to be enough, it's a meaningful amount. And then you couple that with the one pound. That's a meaningful offset.

Okay. All right. Perfect.

Thanks, Scott.

Your next question comes from the line of Terry McAvoy of Stevens. Your line is open.

Hi. Good morning, everyone.

Good morning, Terry.

Let me start a question on capital CET1 up to 10-4, TCE6-2. So can you discuss any near-term capital targets given what you call market conditions here in the presentation? And essentially, what would you need to see to begin repurchasing stock again?

No, Terry, this is Brennan. No capital targets now. Not thinking about turning on our share repurchase and no dividend actions considered this time. And we'll continue to kind of run the play and grow capital.

And a question for Jim. Could you just expand on the 2024 growth strategy that's right in the beginning of the press release, maybe best markets to build share, opportunistic hiring, and then how does that play into your expense management for next year?

Yeah, I mean, great question. I think it's more business as usual than not. We continue to find great opportunities to hire folks selectively. That pace has slowed down a little bit. You know, we're not really considering any kind of new markets in terms of hiring, you know, commercial relationship talent or wealth management talent. They may come along, and we certainly see a fair number of those opportunities. But I think it's more business as usual for us and continue to really execute on the teams and the folks who've already hired. And then I think there's still opportunities within our existing footprint to continue to add selectively in our key markets. So I would say it's more business as usual. We're sensitive to obviously, you know, the demand on the expense base. We'll continue to look at ways to be judicious in how we manage our expenses going forward, hopefully to offset any incremental costs from those new hires.

I'll squeeze one in. Brendan, any thoughts on expense growth for next year? Any targets in mind?

No specific targets. I'll just say, Terry, that we have a good track record of making sure our expense base does not grow. much beyond sort of a typical merit increase. And we have some levers there to pull. But as Jim said, it's not going to stop us from investing in ourselves, but we've got to find ways to pay for

that. Thanks for taking my questions. Thanks, Terry. Your next question comes from the line of John Arfstrom of RBC Capital Markets. Your line is open. Hey, thanks. Good morning. Good

morning, John. Good to hear from you. Hey, thank you. Brendan, just one for you back on Scott's question. Your NII guide suggests a pretty big step down in the fourth quarter in the margin. Can you just help us understand a little bit more some of the puts and takes there in terms of

what's going on? Yeah, largely that kind of three to four percent decline in Q4 is almost entirely deposit cost related. Again, we're not getting a lot of help on the asset beta side at this point other than the fixed rate repricing. But the question on the NII side is can we continue to kind of grow through that and help bolster NII, and that's the game plan.

All right. And then I guess on slide 17, you talk about the exception pricing on deposits. How is that trending? Is that intensifying or easing off at all?

Not intensifying. We're still less than 30% of our book is exception priced or promotional related. And again, those are in the very low 4% handle. So we feel really good about that marginal funding opportunity that we have.

The loan sale, I think I understand it. But was that the SNCC that you talked about?

One of them was a shared insurance credit and the rest out of the Capital Markets Park.

Sure. It was out of our Capital Markets book, which was a transactional book that we had used to soak up excess liquidity over time, and so all of the loan sales.

Okay. More to come on that, or not?

At a lesser pace. If there is additional, it'll be at a lesser pace than that in the next couple.

And then you kind of touched on it, Jim, with Terry's question, but the pipeline change, it feels like maybe the market is slowing down, but you're seeing better opportunities. but can you just maybe touch on some of the elements of the pipeline change?

I think the pipeline change is reflective of what's going on in the economy more broadly, as well as our selectivity that Jim alluded to. There's certainly less CRE activity overall in the marketplace, clearly. And even CNI is a little bit – we're projecting a little slower growth over the next couple quarters than we saw the quarters before as an industry. We think we're still well-positioned to outgrow the industry. But we think industry growth is going to be a little more muted going forward.

Yeah, I do think we've seen a significant appetite change out of some of our regional, you know, competitors. And that is creating new opportunities. We were with a client last night, you know, that would fall into that camp. And I think that's going to create nice opportunities for us, you know, both on our ability to get, you know, the right credit profile picture, full relationships, and full pricing. So those are expectations. We are definitely open for business. We're still on the offense and still believe we've got, you know, room to continue to grow here.

Okay. Thank you very much.

Thanks, John.

Once again, ladies and gentlemen, if you have a question, it is star one on your telephone keypad. Your next question comes from the line of Chris McGrady with KBW. Your line is open.

Hey, good morning.

Good morning, Chris.

Jim or Mark, the comment about the forced downgrades of the certain relationships, maybe a little bit more color there. I presume that's the shared national credit book, but just a little bit of color on the regulatory guidelines you talked about. Thanks.

As Brendan alluded to, about half of our downgrades this quarter came from the SNCC review, all credits of which we feel good about. And as Brendan alluded to, we already sold one. Frankly, I think we'll sell another one this quarter at par. So we feel good about all those credits, and yet, you know, a little downgrade as a result of the exam. Other than that, you know, you saw a little bit of risk migration, but no concentrations, nothing to point to, just kind of reflective of what's going on in the broader economy.

Okay. And then maybe just, Brendan, on the balance sheet, you obviously have the ability to bring down borrowings. Not a lot on the books, but anything you're considering in terms of retooling the balance sheet into next year with the securities portfolio or plans to kind of reduce that? You talked about the billion four, you know, 12-month cash flows.

Yeah, no major restructuring plan on the invest portfolio, but we'll continue to manage that portfolio appropriately. and take appropriate action there, but no major restructuring plans.

And then maybe the last one, a lot of questions this quarter for the industry about the trough in revenues, net interest income. How are you thinking, without providing 24 full year, how are you thinking about just the cadence of the NII for the next several quarters?

Yeah, as we talked about, so I think there's the 3% to 4% step down. And then largely, I think this becomes sort of the fight for flat that we've kind of been talking about. I think that's how we're going to be thinking about 2024. And if we get some break cuts in the back half, the four curve actually plays out. I think that's where you start to see some upside.

All right. That's helpful. Thank you. Your next question comes from the line of Brody Preston with UBS. Your line is open.

Hey, good morning, everyone.

Good morning, Brody.

hey i just wanted to ask a question it's a little bit in the weeds um but just the 3.4 billion of the fixed rate loan repricing over the next 12 months um it doesn't quite foot to you know like the call report bucket i guess like as i would have expected maybe in the 3 to 12 month so i guess i i wanted to ask kind of what's driving that difference and then also you know is there any Any kind of lumpiness to that 3.4 or is it fairly evenly distributed?

Fairly evenly distributed. This is coming right out of our asset liability management system, which would obviously include some prepay speed assumptions in there, which is probably the biggest piece of what you see from a regulatory report versus what we're sharing.

Okay, great. That's helpful. And I appreciated the additional SNCC disclosure on slide 14. I did want to ask, though, you know, if you could give us any color. I know it's a small book for you, but was there anything specific that drove the downgrades, you know, from the SNCC review? Like, was it debt service coverage related? Like, just looking for a little bit of color there.

It was principally debt service coverage related. It was a half-dozen credits with no concentration in industry, Brody. And again, looked at off of 22 numbers. So I think there's more to come as 23 plays out.

Got it. Got it. No, that's extremely helpful. I also wanted to ask, I saw the tidbit on the maturing CRE loans, And it said loans underwritten at 300 basis points over the current market rate. And so I just wanted to clarify, I think on your previous slides, you said you originate and stuff in the, you know, seven to 770 range or something like that. Does that mean that you're, you underwrote those, those loans, you know, that are coming due at the ability to perform at a 10% interest rate? Am I understanding that correctly?

Yeah. So, Brody, that note means 300 basis points above the rate at the time of origination. So, if you have a four handle at the time of origination, those are underwritten. Again, it helps give us confidence given current market rates. Most of those will have the ability to

cash flow. Got it. That's very helpful. And then the – excuse me – on the deposit slide, you know that 25 percent of total deposits are exception and special pricing with a weighted average rate of 417. um how would you expect those deposits uh the beta on those deposits um to be if if rate cuts did happen in the back half of 2024. yeah we have the opportunity to

reprice a lot of those in a hurry some of them are fully indexed many of them are related to teaser rates that will reset early back in the middle of next year. So, we'll have the opportunity to bring those down in a hurry if we get rate cuts.

Thank you for that. And then just one follow-up on this NIC review, and I guess it's not as familiar with the process. That's for each individual bank, right? So, different banks go through that at different points in the year. Is that accurate?

No. So it's done universally, they're reviewed at the agent bank, and then the other participants in those credit facilities have to adjust the rates at the time that it's issued to the agent bank. But it's all done at once.

Thank you very much. I appreciate it. Thanks, Brody.

There are no further questions at this time. I'd like to turn the call back to Mr. Jim Ryan for closing remarks.

Well, thank you all for coming on this morning. We apologize for the technical difficulties we had this morning. Hopefully, you're able to get all your information and get all your questions answered. But as always, Linnell and Brendan and John and the whole team will be here to answer any questions you might have. We hope you have a great day.

This concludes the 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 800-770-2030, access code 525-8325. This replay will be available through November 8. If anyone has additional questions, please contact Lanelle Durkholz at 812-464-1366. Thank you for your participation in today's conference call. You may now disconnect your lines.