Welcome to the Old National Bancorp's Fourth Quarter 2022 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 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 statement legend in the earnings release and presentation slides. 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. Reconciliations for these numbers are contained within the appendix of the presentation. I'd now like to turn the call over to Old National's CEO, Jim Ryan, for opening remarks. Mr. Ryan, please go ahead.

Good morning. Earlier this morning, we reported strong fourth quarter earnings, which put an exclamation point on an incredible year for Old National, one that saw the closing of our transformational merger with First Midwest, successful completion of all related systems conversions, tremendous client growth, and strong talent retention and attraction. The strength of our combined franchise is evident in the results outlined on Slide 4. Adjusted EPS was $0.56 per common share, representing a 10% increase quarter-over-quarter with a strong adjusted ROA and ROATCE of 1.46% and 26.5%, respectively. Our efficiency ratio was a record low of 47.5%. I'm pleased to share that we achieved the quarterly expense run rate necessary to fulfill our $109 million of modeled merger expense savings. Moving to Slide 5, we reported GAAP earnings for the entire year of $1.50 per common share. Our adjusted EPS was $1.96 per common share, representing a 13% increase over 2021. These robust quarterly and annual results with peer-leading returns were driven by a focused execution on our successful merger, maintaining our strong low-cost deposit franchise, growing loans with consistent strong credit standards, and disciplined expense management. We were also pleased that the deposit balances remained relatively flat for the year, excluding the recent sale of HSA deposits, while maintaining our deposit pricing discipline with a low 12% deposit beta cycle to date. Another highlight of the year is our continual investment in top revenue-generating talent across our footprint. Our story resonates well with these individuals and our talent pipeline remained robust. You may have seen our recent press release last week with the official launch of our 1834 high net worth wealth management brand. This is a fantastic opportunity to leverage our combined franchises strength and recent talent investments. We are already adding new clients to 1834. As we look forward, we feel good about 2023 and expect loan portfolios to continue to grow, albeit not at 2022 pace. In other areas, it should be more the same, below peer deposit costs that drive a funding advantage, more organic growth in our wealth management client base, a continued focus on a disciplined expense management. While we don't see anything meaningful on the horizon that gives us cause for concern on credit, we know that our granular portfolio, attention to client selection, and consistent underwriting guidelines as well as their active approach to credit management will serve us well if the economy turns worse. In other words, we intend to stay on the offense, but we are well positioned to withstand any new challenges that lie ahead. Thank you. I will now turn the call over to Brendon for further details.

Thanks, Jim. Turning to the quarter's results on Slide 6, we reported GAAP net income applicable to common shares of $197 million or $0.67 per share. Reported earnings include a $91 million pre-tax gain from the sale of our HSA business, which was partially offset by $27 million in pre-tax property optimization charges and $20 million in pre-tax merger related charges. Excluding these items as well as debt securities losses, our adjusted earnings per share was $0.56. Slide 7 shows the trend in total loan growth excluding PPP loans. Total loans grew $606 million, led by commercial growth of $438 million and consumer growth of $168 million. Both commercial and consumer grew an annualized 8%. The investment portfolio decreased by 1% quarter-over-quarter due to reinvestment of portfolio of cash flows in support of loan growth. We expect $1.1 billion in total investment cash flows over the next 12 months. Slide 8 provides further details of our commercial loans and pipeline. The strong fourth quarter growth was well distributed with 8% annualized growth in C&I and 7% in CRE. Q4 production puts some pressure on the pipeline, but loan demand remains healthy and we expect continued organic loan growth in the mid-single-digit range. Turning briefly to pricing, new money yields on C&I increased 92 basis points from Q3 to 6.21% with new CRE production yields up 131 basis points to 5.86%. We've maintained our pricing discipline throughout the rate cycle and are pleased that our spreads have remained stable. Slide 9 shows details of our Q4 commercial production. The $2.7 billion of production was well balanced across all product lines and major markets. In addition, all of our product segments posted quarter-over-quarter balance sheet growth. We are pleased with the contribution from our newest LPO markets, which contributed almost $200 million…

Thank you. [Operator Instructions]. Our first question today comes from the line of Ben Gerlinger with Hovde Group. Ben, please go ahead.

Hey, good morning, everyone.

Good morning, Ben.

I appreciate the guidance that you guys gave on expenses and the waterfall is really helpful. When you think about 2023, I think, obviously, everyone is a little bit more skeptical in economic outlook. When you think about hires, I know that, that's kind of a priority longer term and investment in the company, taking decades rather than quarters, but is there any way you would possibly slow because you don't necessarily want to hire lenders going into a recession or any type of lending that you're really looking to lean into?

Ben, I just think there's great opportunities for us to tell our story. When we get those opportunities and people are interested, I think we're always going to have a place for top talent. And Mark Sander said this really well, top talent will pay for itself. So, while we'll be thoughtful and deliberate about all of our new hires, I think when given the opportunity to attract -- I mean, this is really the top quartile, top decile of each of the marketplaces, we're going to go ahead and hire those folks. But again, we'll be thoughtful if the economic outlook looks materially different than what we look at it today. We're going to be thoughtful about adding expenses and we'll be diligent about looking at ways to reduce costs as well. So -- but at this point in time, I just don't see anything different than the plan, which is to go ahead and attract the best possible talent we can to the organization.

Got you. That's fair. And then obviously, hires just broadly speaking, in front of lenders. So, when you think about the fee income line items, there's a lot of moving parts and a lot of different businesses. I know the recently announced wealth management is a big positive. But obviously, you guys can't project the full year fee income with mortgage as a volatile factor in that. But when you think about it, are we out of floor in mortgage and from here, do you think fee income rebounds holistically?

Let me give you a 50,000-foot view, and then I'll have our CFO jump in. I'd like to think that mortgage doesn't get much worse than where we're at today, right? And a lot of the balance sheet -- a lot of the production we're doing today hits our balance sheet, not the fee income line. In terms of wealth, the good news is we're basically taking our business and dividing it into a couple of different businesses, and 1834 is one of those businesses, right? There's not a big increase needed to staff that. And I would say that the talent we're looking for is both on the commercial side, business banking, but also the wealth management side. That's a big part of where we're heading. The good news is we have all the talent we need to get 1834 off the ground and running at a high level. So, there's not a big required investment there. But we do have high expectations that, that will grow kind of above our historic norms in that business despite what market conditions there -- market conditions are going to be what they're going to be. But nonetheless, we have pretty high expectations around our ability to grow that organically.

And just before I turn it over to Brendon, Ben, I'd just add to what Jim said, a number of those hires that we put on in 2022 were in wealth management. So, as we hire a dozen to 15 a quarter, probably half of those were -- so we're more than sufficiently staffed to grow in wealth. Brendon?

The only thing left to add on that, Ben, to double-click into mortgage, I think we have to remember, year-over-year, 2022, at least in the early part of the year did include some elevated sale margin. So, I would say, we're at a lower in terms of production, gain on sale margins today, but we were aided in the first half of last year by elevated gain on sale margins. So that will impact year-over-year numbers.

I'd also like to think in the capital markets business, right. I mean it was a difficult time with rates rising very quickly. But those businesses find a way to adjust and offer new products or different products, particularly if there's a different set of view of rates emerging. So, I think there'll be opportunities to grow that business. Obviously, the fourth quarter is a tough quarter for that business overall.

Got you. And if I can sneak one more in, any appetite for potential repurchase or capital deployment, I know that you guys were historically looking to kind of support the growth, but if growth is slowing down into a recession, just overall thoughts on that.

Yes. I think it's a little too early to want to jump in that. I think we need to have more clear picture of economic outlook, any issues related to credit out there. I think we need to have a much clearer picture before we want to jump on top of that.

Sounds good. I appreciate the time. I'll step back in the queue and let Scott ask some boring...

Thanks, Ben. I am sure Scott appreciates the time.

Our next question comes from Scott Siefers with Piper Sandler. Please go ahead, Scott.

Good morning, everybody.

Good morning, Scott. Good to hear from you.

Thank you, that just seemed gratuitous but I certainly understand -- let's give you, Brendon, everyone's probably the most exciting topic I can think of. The -- so the margin -- you talked about margin pressure in the second half. Do you have a sort of thought for order of magnitude and maybe a sense for a lower bound where the margins could settle in the event that things do start to degrade?

It's really hard, Scott, to pinpoint something. So much of this depends on what the Fed does. If the Fed kind of keeps their foot on the gas, we could see maybe even marginal -- margin expansion. If they pause for a while and deposits continue to reprice, loan demand remains relatively strong, I think that would be the kind of the worst-case scenario in terms of margin pressure. Just hard to know where those deposit betas fall out. The one thing we continue to talk to ourselves about is whatever that is, I think we have a competitive advantage. Our deposit beta was half the industry last cycle and I expect we can have a significant advantage over the industry in this cycle.

Perfect. And I guess just for reference, when we talk about potential degradation in the second half, I know you're hesitant to offer thoughts beyond the first quarter, but is that 368 the best starting point for the margin or is something in like the low to mid-370s more appropriate, in other words, it goes down in the 1Q due largely to day count, does it go down and stay down or would it bounce back all else equal?

All else equal, right, it would bounce back. And so Q2 would not have the same level of day impact. And then what happens in the back half of the year, I think, is really going to come down to where do deposit costs fall out?

And we're heading -- if the market thinks the Fed is headed in the absent direction, right, I mean that can alleviate some pressure on deposit rates as well.

Yeah, perfect. Okay, good. Thank you very much.

Our next question today comes from Terry McEvoy with Stephens. Terry, please go ahead.

Hi, thanks. Good morning, everyone.

Good to hear from you Terry.

Hi, maybe just a question, Slide 12, you've got the 10-year at 4% by the end of this quarter versus about 350 today. And I'm just kind of wondering how that could impact the outlook if the 10-year does not change? And then maybe as a follow-up since I'm on NII, do you think even with some margin compression in the back half of this year, the loan growth and the balance sheet growth can support growth in net interest income as we progress throughout 2023?

Terry, I don't think it's not a huge impact from the 10-year moving around. It will impact a little bit of our investment book and fixed rate pricing book, but not a huge material impact. I would say the same thing with NII, certainly loan growth, earning asset remix will help support NII, but the total NII dollars again going back to the guidance. It's really going to come down to where deposit costs fall out and what does the Fed do in the back half of the year.

Okay. And then maybe just stick with kind of the hedging strategy, added more swaps in the fourth quarter. Could you maybe talk about kind of the receive rate, duration of the additional hedges, and bigger picture, what's the strategy from here on protecting the margin from lower rates?

Yes, duration on the hedges have been probably around three years. The average strike on that floor today is of the entire $2.2 billion is right around 2.6%. The most recent ones obviously have a strike significantly higher than that. So I think that will provide some meaningful protection. And as you think about it, as deposit costs continue to reprice up if and when the Fed starts to move, we've got a lot of support by being able to reduce deposit costs in the back half. So as we think about positioning the balance sheet towards a more neutral position, I think we're a long way towards that goal already.

Maybe one last small question, if I could, is the tax rate creeping higher, that 24% core FTE, it just seems like I haven't gone back to past presentations, it just seems like it's kind of gotten higher over the last few quarters, am I correct and if so, what's behind that and if I'm not, then we can move on?

No, you're correct. Absolutely. We added, obviously, with the SMB partnership we had a lot of earnings, but our tax credit business has not increased by novel. So we're working on strategies to continue to invest in that business, and we'll look to move that forward. But nothing in the near term that's going to change that. So we feel good about the guidance we gave you.

Okay, thanks for taking my questions. Appreciate it.

Thanks, Terry.

Our next question comes from Chris McGratty with KBW. Chris, please go ahead.

Hey guys, good morning.

Good morning, Chris.

Hey, good morning, Jim. Brendon or Jim, the efficiency ratio you talked about 47.5% just being a great level. How should we be thinking about the trajectory of this metric, I know it's one metric, but balancing both sides of the equation, how do we think about directionally that the efficiency ratio were it kind of settles?

Some obviously, we give you the expense outlook for 2023, where the efficiency ratio falls out will largely be a function of where revenue sit. But I can tell you that sort of this -- I don't know that we can repeat 47.5% but I do think for the full year, we're going to have a really strong efficiency ratio, and we continue to work on opportunities to continue to control expenses.

Yes. I would just suggest that, Chris, we've had a long history of being very disciplined around the expense base here and it's obviously been nice to have some tailwind from the revenue side to help us out. But having said that, there's no magic bullets, there are no easy wins out there, but it's going to be a continued long-term focus on driving expenses lower. A lot of these come through just long-term enhancements through technology and business process automation which should help continue to reduce costs. So there's not any quick wins out there that are going to reduce it significantly, but it's just a continued focus by our leadership and management teams to make sure that we're driving our expense dollars and most efficiently we can.

If I could just, I guess, push on that a little bit, Jim, I think in the deck, you say there's $5 million of savings coming from this branch optimization. The one timers, we'll call it 27, how do I wrestle with that kind of earn-back math, was there something I'm missing in that strategy like I would expect it a little bit more to fall, I guess, to the bottom line?

Yes, I mean most of this was from real estate redisposition right. So the reality is, I think it's something less than a five-year earn back. That's a little longer than we would anticipate normally. But nonetheless, we think it was the right -- these were properties which are problematic, around 20 pieces of property in total. About half of those were in the branch world but very small branches. So again, something like over less than a five-year earn back, a little longer we'd like it to be, but appropriate for us, particularly given the HSA gain we had to reinvest.

Got it. Great. And then maybe I could on credit. I think I'm getting some questions about what's the pace of reserve build. You guys have, I think, been viewed as very, very good on credit. SMBI's history is a little bit more chunky but overall, you kind of put them together pretty good credit. How do we think about, I guess, two questions, the pace of build based on your economic forecast and also how you view the kind of the normalized charge-offs of this pro forma company?

I think we're in a good spot and that we really never released a lot of the excess reserves we carried in through COVID. We're continuing to put a pretty severe economic scenario through our model. So, it's difficult for us to sit here today to think about a more adverse scenario coming through in reality. So, we think provision is limited to portfolio changes and growth. And in terms of charge-offs, I think we've had a good run. I don't know what normalized charge-offs looks like going into next year or what the economy might provide to us, but I do think we have a significant amount of coverage on the PCD book that came over from FNB to 2% to 5% reserve against that book. So, I think that will also go a long way in offsetting incremental provision expense associated with the merger.

That's helpful. But the reserve at 98 bps, what's the -- I can do it, but what's the -- how do you view like the fully loaded reserve with the 5% mark on FMBI? Like what's the real metric you guys are tracking internally as like -- in terms of coverage?

If you think about the -- I'm not sure. So if we think about the entire the $102 million of additional discount and credit overall, it's a 1.4% number.

Okay, got it. Thank you.

Our next question comes from David Long with Raymond James. David, please go ahead.

Good morning, everyone. My question -- first question here is related to funding loan growth and loan growth, you've got a pretty decent expectation for 2023 with the potential for some deposit outflows, how do you look to fund that growth, it looks like securities you'll get a little bit there, but that may not close -- fill that whole gap?

So, we have opportunities in the mortgage book and the indirect book to an asset liquidity in those forms in addition to the investment portfolio. We also have a lot of wholesale funding capacity. And that said, we are still out there fighting hard for deposits, and we're going to work hard to maintain those levels. And as we go through, we -- granted, it's going to be a tough environment, but we're certainly not giving up and we're out there playing often. So -- the combination of those three items is how we're going to fund it, we're confident we have enough liquidity to make sure we support the commercial team and the growth of that book.

Yes, I think we're defending our deposit base quite well. The ones and getting more aggressive where we have to. And you saw some of that repricing happened this quarter, consistent with the rest of the industry. And I feel confident in our ability to raise deposits. Deposit gathering is a large component of the goals in every one of our lines of business, and we're adding net new clients in every business. And so, I feel confident in our ability to raise deposits as we need them, David.

Okay. All right, great. And then, you gave some commentary around the deposit service charges and the changes in some of the -- your products there. Is the fourth quarter number, it's a little over [$18 million] [ph] -- is that the right run rate, is it fully baked in, or is there still a little bit more out of that to get to the right run rate into the first quarter?

Yes, the service charge line has more than just the NSF fee items in there. It's only one month of the NSF related changes that have been baked in there. But I think if you look back at sort of a couple of quarters average, it's probably a better view of -- if you look at Q3 would be a better view of sort of more stable business and typical service charges.

Okay, great. And then just to sneak one last one in here. On the operating expense guide, $939 million, I appreciate the color there. But I know you say it depends on the revenue side of the equation, but what are you assuming or can you talk about what you're assuming on the incentive compensation to get to that $939 million level? And how that impacts the revenue side?

So, $939 million, that would include incentives really at target as opposed to above target. Obviously, we were -- we benefited from a really great year this year. And so, incentives were significantly higher this year relative to what we're projecting...

It's consistent with the revenue expectations we also laid out, right. So if revenue goes up significantly, then clearly, we'd have some more incentive opportunity but given the revenue outlook we provided you and the expense base, I think those are consistent with each other.

Got it, thanks a lot guys. Appreciate it.

Thanks, David. Good to hear from you.

Our next question comes from Jon Arfstrom with RBC. Please go ahead, Jon.

Hey. Good morning, everyone.

Good morning, Jon.

Question for you guys on loan growth. Brendon, you made a comment, I think I got it right, but some of the fourth quarter production put some pressure on the pipelines, but you still expect decent growth. What are you guys seeing in the pipeline, is it slowing? And what is your view on the cadence of growth you expect continued strong first and second quarter growth and it slows later in the year, just give us your thoughts on that?

Well, I'll start and Jim Sanger can add a little bit Jon. I think we feel good about -- certainly, the pipeline coming down is a reflection of three really strong quarters of loan growth. And there normally is a little bit of reduction in the pipeline in Q4, so that's normal seasonal reduction. So when we think the pipeline is at a level that can provide the growth that Brendon laid out mid-single digits for full year of 2023. And the short term still looks good. I mean, as much as there's mixed signals out there in the economy, our C&I clients are still strong. They're a little more cautious than they were before, but there's still -- the business is solid and strong, and the liquidity and the balance sheets are good, and they're still investing. So CRE has slowed a bit. The interest rate environment has certainly brought down the pipeline there, and so we expect a less robust 2023 there. Jim, anything you'd add?

I think that's really well said. I think our C&I customers actually feel pretty good about things. They are cautiously optimistic and continuing to invest. So, we'll see how that plays out the rest of the year. And to Mark's comments about CRE, obviously, interest rates are causing some pressure on the pipelines there. But we'll stay close to our borrowers and have opportunities to do the right deals with the right clients.

Okay. You also mentioned deposit pricing exceptions and deposit specials were a couple of comments you made earlier. Can you talk about how prevalent that is and kind of what you're doing there?

So, we have special pricing and about 15%, 16% of our non-time deposit customers right now. So client by client, we're negotiating. We have given our teams tools to price as they need to, to stay market competitive and retain deposits. And as Brendon mentioned, we have a number of promotional specials in every line of business to raise closets from money markets to CDs to new checking account promotion.

Okay. Brendon, you talked about $1.1 billion in cash flows on the securities portfolio over the next 12 months. What kind of a lift do you think you're going to get on those repurchases -- on the new purchases and give us an idea of what you're interested in buying and kind of the duration on that?

A lot of the cash flow is actually built reinvested right into the loan book. So, the lift is material. I think about the runoff the yield moving into new loan yields that are north of 6% today. So a meaningful uplift on those cash flows as we think about NII going forward.

Okay. And then Jim, you'll love this one, but do you feel you're done with First Midwest, both sides of the merger, things are tracking well, and any appetite whatsoever to be back in the M&A market? Thanks.

From a systems perspective, there's not a -- the project officially concluded. I think the reality though is we're continuing to look at ways to get better at what we do both in the back office and the front office. And then we're spending an awful lot of time on culture. Leadership team spent the last year really building a strong culture together. And now we're continuing to find ways to drive it deeper and deeper in our organization. So that work is going to take years, Jon, to continue to complete. But I feel really good about where we stand. In fact, we joke with ourselves I'm not sure we could have painted a better picture of how we come together as two organizations, two large organizations coming together. And so we feel really good about that. Obviously, the results, we feel great about the results given all that went on this year and so that couldn't actually feel any better. With respect to the next opportunities that come along, we'll continue to have active conversations and dialogues. But I can tell you, it's not top of mind for us to think about wanting to do something right now. But nonetheless, these are long-term relationship building activities we're going to continue to engage in and those will be important to our future. At the same time, we have an obligation to our shareholders to make sure whatever we do is really disciplined and shareholder friendly. So, we're going to stay focused on organic growth and building out our teams with new talent. And then if the right partner comes along and it's the right fit and timing for us, we'll take a look at it. But there's a lot of ifs in there before we think about doing our next partnership.

Okay. Thank you.

Thanks, Jon. Good to hear from you.

Our next question is a follow-up from Scott Siefers with Piper Sandler. Please go ahead, Scott.

Hey guys, thanks for taking the follow-up. I just wanted to go back to the expenses, just so I am kind of crystal clear on it. So, the $900 million launching point, that's a core number. But the $939 million expectation includes -- it looks like about $9 million of items that are not included in the starting point from the $14 million of tax credit amortization and the $5 million of property optimization. So would a more kind of apples-to-apples expectation to be $930 million for 2023, in other words, if you were to hit this guide, would you call the adjusted 2023 expenses, $930 million?

We would call it $925 million. We would exclude the entire tax credit amortization. So, $925 million of the asset because I know analysts treat that differently. Many of them exclude...

Okay. So, $925 million is kind of the underlying projection in there? Okay. And then the -- I appreciate that clarification, Brendon. And then when you talk about the 24% core FTE tax expectation for full year 2023 does that include or exclude the tax credit benefits?

Include -- it includes all the tax credit benefits. Yes.

Okay, perfect. Thank you guys very much.

Thanks, Scott.

Our next question is a follow-up from Chris McGratty with KBW. Please go ahead, Chris.

Oh, great, thanks. Brendon, the $1.1 billion that's coming off the bond book, I think you alluded that you probably will shrink the bond portfolio and put it into the loan book. I guess a question on how much of a remix we should think about for this year, ultimately, I'm trying to get at two things: the level of borrowings that you're going to have to do and your ultimate comfort with the loan-to-deposit ratio.

Yes, we're comfortable with letting the loan deposit ratio increase from here. I think we have plenty of room. We have plenty of wholesale funding capacity. I think how much of that is -- how much of the borrowings are used for loan growth will be a function of how effective we are in maintaining stable deposits.

Okay. But the goal is roughly stable deposit, right?

Right.

Okay. Thank you.

Thanks, Chris.

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

Well, thanks for all your attendance. I appreciate all the questions. We will be around all day long to answer any follow-up questions. Thanks, and look forward to talking with you soon.

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 866-813-9403 and the access code 104806. This replay will be available through February 7th. If anyone has any additional questions, please contact Lynell Walton at 812-464-1366. Thank you for your participation in today's conference call.