Welcome to the Old National Bancorp Third Quarter Earnings Conference Call. This call is being recorded and has been made accessible to the public in accordance with the SEC’s Regulation FD. The call along with corresponding presentation slides will be archived for 12 months on the Investor Relations page at oldnational.com. A replay of the call will also be available beginning at 1 o’clock P.M. Central Time on October 31 through November 14. To access the replay dial 1-855-859-2056, conference ID code 93788114. Those participating today will be analysts and members of the financial community. At this time, all participants are in a listen-only mode. Following management’s prepared remarks, we will hold a question-and-answer session. At this time, the call will be turned over to Lynell Walton for opening remarks. Ms. Walton?

, : Some comments today may contain forward-looking statements that are subject to certain risks and uncertainties that could cause the company's actual future results to materially differ from those discussed. Please refer to the forward-looking statement disclosure contained on Slide 3, as well as our SEC filings, for a full discussion of the company's risk factors. Additionally, as you review Slide 4, certain non-GAAP financial measures will be discussed on this call. References to non-GAAP measures are only provided to assist you in understanding Old National's results and performance trends, and should not be relied upon as a financial measure of actual results. Reconciliations for such non-GAAP measures are appropriately referenced and included within the presentation. Slide 5 contains some of the positive financial highlights of our third quarter, including our reported net income of $34.7 million and earnings per share of $0.25. Included in these quarterly results were merger and integration charges of $5.5 million of a pre-tax basis. Our total loan growth was 4.1% on an annualized basis and our commercial portfolio grew 7.6% annualized. Our core net interest margin remains stable and we continue to see a decline in our non-interest expenses. Later in the call, Jim Ryan will be discussing actions taken subsequent to the third quarter, including our plan consolidation of 15 additional banking centers and a successful termination of our pension plan. Both of which should contribute to additional expense reductions in 2017. We also continue to see a nice increase in our tangible book value per share, which grew 2.4% and we reported a return on tangible common equity of 13.3%. All of these highlights were achieved, while at the same time completing the largest system conversion in our company's history, with our new Wisconsin region now fully converted to the Old National platform. With that brief overview, I’ll now turn the call over to Jim Sandgren.

Thanks Lynell and good morning everyone. As Lynell indicated in her overview, this was another very positive quarter for Old National with gains that were largely driven by strong commercial loan production and a significant increase in our mortgage loan business. If you will start turn to Slide 7, I’ll start by focusing on total loan growth for the quarter. As you can see, we achieved organic loan growth of $90.9 million or 4.1% annualized for the quarter, which continues to grow trend that now dates back six quarters. While we’re certainly pleased with this low total loan growth trend, the real story of the quarter was a 7.6% annualized growth in commercial loans that our producers generated. Leading the way was our new Wisconsin region followed by strong growth by both our Louisville, Lexington; and Ann Arbor markets. The continued meaningful growth in our commercial portfolio was even more impressive given the fact that we saw heightened principle paydowns and payoffs in the quarter. This past quarter, we experienced $171 million in paydowns and payoffs outside scheduled principal reductions versus $111 million in the second quarter of this year. The reductions were a combination of Lines of Credit being paid down by our C&I borrowers, while many large CRE projects were refinanced in the secondary market or sold. During the quarter, one of our commercial RMs in Wisconsin had a multi-family project that the borrower was planning to convert a non-recourse financing in the secondary market. The RM contacted a structured finance group in Ann Arbor, which was ultimately able to place the loan for the borrower and collect a nice fee in the process. This is a great example of how we continue to leverage expertise gained through our partnerships throughout our footprint. The gap between our total…

Thank you, Jim. Starting on Slide 11, adjusted pre-tax pre-provision income grew by 19.4% quarter-over-quarter as a result of strong underlying fundamentals in our banking business, our focus on expense reductions, and the contribution from our newly acquired markets in Wisconsin. The third quarter was the first full quarter without the contribution from our recently divested insurance agency. We’re pleased with the results of growing pre-tax pre-provision and we remain vigilant on improving the operating leverage of the company. On Slide 12, the graph depicts our year-over-year trend in total revenue. Total revenue was $155 million in the third quarter of 2016, compared to $156.8 million in the third quarter of 2015. Excluding the branch sale gains from the third quarter of last year, total revenue was up 9.6% year-over-year, despite having no contributions from the insurance agency this quarter. Moving to Slide 13, you will see the trend of our GAAP net interest margin and our core net interest margin. Our reported GAAP net interest margin benefited from the organic loan growth we experienced in the quarter and the contribution from newly acquired markets in Wisconsin. As we have seen from past transaction, the margin contribution from purchase accounting can be more impactful in the early periods. We are pleased that our core margin was stable at 3.09. Our core margin benefited from fewer than anticipated calls and prepayments from agency and mortgage-backed securities. Assuming no fed fund rate increases in the fourth quarter, and assuming the yield curve remains where it is at today, we expect continued pressure on our core margin. We are estimating our core net interest margin could fall 2 basis points to 4 basis points in the fourth quarter without additional actions. We are all looking for ways to offset the impact by increasing…

Thank you, Jim. Net charge-offs and provision expense trends are shown on Slide 18. Provision expense for the quarter was $1.3 million, similar to last quarter's expense, but higher than the $200,000 expense in the third quarter of 2015. This quarter's provision was driven in part not only by charge-offs of $1.6 million in the period, but also loan growth as outlined by Jim earlier in this call. Our charge-offs in the current quarter were higher than recent quarters. They remain well controlled at 7 basis points. Although the allowance for loan losses for total end of period loans dropped slightly to 58 basis points at September 30, it is important to remember that we also have $144 million in marks on acquired loans. Total allowance on loan marks to total pre-marked end of period loans stood at 216 basis points at quarter's end. Moving to Slide 19, you can see that special mention loans increased significantly in the quarter, moving up by $18.9 million. The addition of one material loan from the Wisconsin portfolio combined with an upgrade of a $9.3 million loan from the substandard category into the special mention classification contributed $16.2 million to this increase. Substandard accruing loans fell $0.7 [ph] million in the quarter. There was a fair amount of movement in and out of this category in the quarter, the largest being an upgrade of $9.3 million loan just mentioned. This moment paired with assorted paydowns and great changes help to offset or more than offset the continued inflow of a number of agricultural credits into this category. While special mention loans were up in the quarter, non-performing loans fell by $8.9 million and delinquencies remained well controlled at 36 basis points. As we look forward, we continue to watch and manage our agricultural portfolio closely as some are forecasting no significant improvement in results from this industry segment until 2018 at the earliest. We have seen a fair amount of reduction in exposure to this segment, as the appetite for risk by some of the smaller community banks in our market seem to be higher than our risk tolerance, which has led some borrowers to refinance their exposure out of the bank. As with most financial institutions, the continuing search for loan outstanding as all of us review in our risk tolerances, underwriting standards, credit administration practices, and concentrations in order to make sure that during this point in the economic cycle we are thoughtful and prudent in our approach towards growth. With those comments, I’ll turn the call over to Bob for concluding remarks.

Thank you, Daryl and good morning. My remarks will begin on Slide 21. I don't plan on covering what you’ve already heard from our prior presenters and the slides do a good job of covering my perspective on the quarter. I would just like to spend additional time spending some more detail around a few items and then spend most of my time giving you a sense of our outlook and focus for 2017. It is safe to say that by all measurements our Wisconsin partnership has gone extraordinarily well. Jim Sandgren did a good job of covering the financial performance, which has been outstanding, especially given the distraction of our normal integration activities. Our operational integration was very successful this quarter. And as we stated before, we remain on track for our targeted cost savings. In addition, well not in our models, we are seeing meaningful revenue synergies developing in many areas like capital markets, wealth and small business. Because we have been able to retain the vast majority of our client focus associates, our client attrition numbers have been below expectations at approximately 2%. While it’s way too early to declare a victory, I am thrilled with the strong sales and retention efforts of our Wisconsin team. The team in Wisconsin has also added a great deal of expertise to the balance of our franchise. We have established our commercial real estate centre of excellence in Madison led by Kevin O'Driscoll and Jim Sayer two former Anchor associates who have deep expertise and knowledge of commercial real estate. In the short-term time they have been on the team, we have already been the benefactor of their knowledge and we feel that we should be able to leverage this for prudent growth in this sector within our risk profile.…

[Operator Instructions] Your first question will come from the line of Scott Siefers of Sandler O'Neill & Partners.

The Corey Kluber of our analyst call.

Yes, I wish, I wish. But we’ll see how this goes the next few days, but are wishing them the best. I hope you guys are doing well. I think Jim Ryan first question is probably most appropriate for you, the quarter was really good from a cost standpoint, just curious you had given last quarter an outlook for the fourth quarter of $100 million to $102 million in core expenses in the fourth quarter, is that something that you still feel is an appropriate assumption? And then the follow-on for that is, I guess you will have the $5 million to $6 million of annualized cost savings next year from the combination of the pension and the additional 15 branch consolidations, just curious if there would be another - in your mind another like down in the cost base from whatever the fourth quarter number is, as those cost savings get baked in, or if those were just active kind of an offset to just normal expense growth?

Yes, Scott I think you understand us really well. I mean, I think the original estimates we gave for the fourth quarter is still what we anticipate and then always additional actions are things we're working on to offset, you know normal kinds of inflationary things, and merit increases and things of those nature. So, I think you understand the flow pretty well.

Okay, alright perfect, thank you. And then, if I can jump to one sort of, take that question for a second, the FTE tax rate came in lower than I had anticipated, so I guess was there anything in there that was unusual or anything and then more importantly I think you had said 35% FTE guidance would kind of hold through the years out that was something you said, I think last quarter, is that still a good assumption here as we look into the fourth quarter and beyond?

Obviously one-time charges and things like that can impact the tax rate, but as we look out in the future quarters, we think that approximately 32% is probably a better rate, Scott, and just looking forward and taking all the benefits that we got from the Anchor acquisition.

Okay. That's I imagine FTE tax rate of 32.

Right, correct.

Perfect. Okay. Alright that’s great. Thank you guys very much.

Thanks Scott.

[Operator Instructions] Your next question will come from the line of Chris McGratty of KBW.

Good morning Chris.

Maybe we could start on the margin. I think last quarter you guided to some compression this quarter, which didn’t happen [indiscernible] loan fees or loan prepayments, I think you alluded to something in the prepared remarks that may have popped up this quarter? And then kind of looking ahead, it sounds like there’s some repositioning of the balance sheet in terms of …?

Sure. Chris, we did have - in every quarter we have a little bit of volatility around interest on non-accruals, but I think this quarter was relatively normal, maybe slightly ahead. The real benefit in our core margin was the fact that we didn’t have as much it calls out of our investment portfolio and [indiscernible] so we had assumed in our modeling. So that is the real hard part, it is just anticipating when those things might occur, but I think for the most part we benefited from the fact that we just had kind of a normal quarter and that we didn’t lose any investments that we thought we are going to lose.

Okay, and then just going forward if I could, the size the investment portfolio, should we be assuming status quo or will that grow given, I think in your prepared remarks suggesting that you might take down some of your assets [indiscernible]?

I don't anticipate us making any major shifts in the investment portfolio. Obviously, we will continue the use it to help us manage our rate risk position. Ideally over time I think that number comes down as we just shipped into higher yielding or better earning asset mix, but I don't anticipate any major shifts in the near-term.

Okay great. Thank you.

Thanks Chris.

Your next question will come from the line of Jon Arfstrom of RBC Capital Markets.

Good morning, Mr. Arfstrom.

Good morning. Couple of questions here, Jim may be a follow-up for you on expenses. Obviously came in lower and Scott kind of alluded to it, but you just got there earlier, what drove the good expenses for the quarter, is it just getting there quicker than you anticipated?

Yes, I mean it’s a focus not only for Anchor, but everywhere else in our company, it’s just been an ongoing focus of ours and we were able to accrue some of the anchor savings quicker than we anticipated originally.

Okay.

But I think John, I would just pick up. It’s not just Anchor, we're looking at all opportunities as evidenced by the branch closures, but throughout the franchise we’re continuing to look for cost as we deal with this regulatory and interest rate environment.

Okay. And on the topic of the branches Bob, where are they? Is this across the company or is this primarily the new region.

No, it is actually across the company and it’s - what Jim Sandgren does a great job with is, ranking our branches and looking at all of our facilities, cost, as well as the production of the branches and then just taking a hard look. We acknowledge these are very difficult decisions because on lot of these are in markets we’ve been in for quite a while, but we're just seeing so much change in the way our customers behave and the opportunities use our mobile banking platform. So, as I said, this would be an ongoing effort and we had 200 branches today and that number is probably at its high level.

Okay. And then Jim Sandgren you alluded to some of the payoffs and paydowns in the quarter being pretty material, we’re a month into the quarter, maybe this does occur later in the quarter in general, but how are things looking quarter to date?

Certainly better, but like you said Jon, I think a lot of this stuff happens at the end of the quarter and then as we’re coming up to year-end, a lot of our borrowers will be making decisions on some of their products or projects. So, we did see a lot of paydowns from the C&I book. Again, I think we have a little softening and that sector I think as the election is upon us, we may see some changes, positive or negative depending on how the election turns out, but then the CRE portfolio you’re always going to see that volatility and with the portfolio we brought on from Anchor, that’s something we are just going to have to keep an eye on, but the example I shared where we were able to place one of those deals in the secondary market and get a fee on that is, has a great opportunity for us to become a little vertically integrated.

Yes, I think one of the key things Jon is that these aren’t loss of client or client relationships these are just people making financial decisions. So, we maintain these opportunities. So, we are encouraged through the fourth quarter and beyond.

Okay. All right, thank you.

Thanks John.

Your next question will come from the line of David Long of Raymond James.

Good morning David.

Good morning guys. Bob you mentioned the recent headlines that we have all seen and wanted to ask you, if there has been any evidence of any over aggressive cross-selling, if you find anything there at Old National? And then secondly, as a follow on to that, as a result of these headlines have you heard more from your regulators or what have you been hearing on that regard?

Yes, great question David. I would tell you that the day that this became public, Candi Rickard, our Chief Risk Officer; along with Kendra Vanzo, our Head of Human Resources did a pretty deep dive into our sales practices looking at how we did conduct, how we have governance. We looked at our ethics hot point call system, we looked at employee terminations and resignations, exit interviews, and I can say that throughout that process one we don't sell the same manner, ours is not a product push, it’s really a relationship base and you remember that our incentives are really based around the profitability of our branches, and so we don't have the same sales practices. We had no ethics hot point calls related to sales practices and we had some issues in our exit, but none of them related to this kind of practice. So, we reported our board last week we are comfortable with where we are, but we continue to look at better governance in making sure that you don't have these issues going forward. Obviously, the regulators are also as you - as it has been made public, I think all banks are in a horizontal review of their sales practices and we’ve complied and sent all the information in and we’ll see where they go from there.

Got it. And then maybe just changing gears here, the M&A backdrop, can you just maybe talk about, one, your appetite for additional transactions? And then, two, just overall deal feel like some of the banks, smaller banks that you may be talking to are - are they more willing sellers at this point or do they think we’re getting close to a rate hike and maybe want to wait a little bit longer?

It’s a great question David, I think that while, I think everyone expects some form of rate hike either in the fourth quarter and the first quarter, I think given the regulatory challenges that kind of offsets any Euphoria that comes from a rate hike. As we talked to banks that are even a billion or less or 5 billion or less, they are beginning to see more and more regulatory pressure and costs associated with that as stuff flows down and we’re starting to see that happen. So, I’m not sure that that changes the tender and I would say that there is a lot of discussion going on with M&A. I think the volumes are about consistent over the last four, five, or six quarters. I think the shift for us is, and I’ve said it before and I probably didn’t articulate, as well as I should have that we really want to move into more of a financially view and acquisitions and event strategic. It is our belief we are in all the markets we want to be and within the mid-west and in areas we are and now we have the opportunity to kind of remodel inside those markets, but we don’t feel compelled to have to do a deal and I think part of that will be driven be adhering to some rigorous financial metrics.

Excellent, thanks for the color Bob, appreciate it.

Thanks.

Your next question will come from the line of Andy Stapp with Hilliard Lyons.

Good morning, nice quarter.

Hi Andy.

Hi.

Thank you.

How much were MSR valuation gains during the quarter?

I’m going to defer to Jim who’s patiently looking for a piece of paper.

Yes, the net MSR capitalization was really unchanged quarter-over-quarter Andy. So we didn’t have huge valuation changes there that would have caused us. It was kind of normal and then obviously we benefitted from just higher gains on sale throughout the quarter.

Okay. And I may have missed this, but other non-interest expenses the last category came in below expectations, anything unusual going on in this line item?

No, I suspect there is volatility around just the one-time charges. If you are looking at the consolidated numbers, just the classification volatility around some of the one-time charge numbers.

Okay. Alright, thanks.

Great. Thanks Andy.

[Operator Instructions] Your next question will come from the line of John Rodis of FIG Partners.

Good morning everybody.

Hi John, how are you?

Good, how are you doing Bob?

Doing great.

Good luck to the Indians.

I told it was trying to so much, you know it is Cleveland, so you could have - I’ve got Daryl and Sandgren who are die-hard Cubs fans, so it is a little tense on the management level right now, but we will see. It’s been an exciting series so far.

You have somebody that’s in St. Louis, it’s nice to see somebody else win I guess every once in a while. So, I guess every 100 years or whatever it has been.

You can’t have two cities that needed more than Cleveland and Chicago at this stage, so…

Exactly. Hey Jim, just a follow-up question on Scott’s earlier question on the tax rate, this quarter on a GAAP basis it was 24% and I think last quarter you said sort of 24% for the second half of the year, is that still the case and then on a GAAP basis how should we look at 2017?

Yeah, I think both on a GAAP basis 24% feels like a good number, kind of a normalized run rate for us, including 2017 and then that translates roughly to a 32% on a FTE basis.

Okay, just wanted to make sure. So, okay, thanks guys.

Thanks John.

Your next question will come from the line of Chris McGratty of KBW.

You are only allowed one question particularly since you are from Chicago Chris.

I’m even worse, Detroit. Quick question on the loan growth guidance, just wanted to make sure I - on the outlook, just wanted to make sure I’m understanding, if you net, Bob if you net kind of the de-emphasis in indirect and more of the C&I and CRE, is that kind of a push relative to your thinking maybe a few months ago or is it somewhat a little bit lower growth rate as we look to next few quarters, but maybe at a little bit better margin.

Yeah I think it is a little bit lower Chris because just as you think about reducing that dependency on the indirect and really the shift, you know as you saw with little over 7% commercial growth this quarter that offsets, so I think that 4% to 5% probably, is probably not unrealistic. We’re optimistic obviously, but I want to continue to de-emphasis that indirect portfolio. So, I think we will get better spread and we will build a move from there.

Chris, I might add, at the same time we are trying to improve the profitability of the remaining indirect portfolio. Chris Wolking has done a great job of getting in there and optimizing the spread and the cost of the dealer relationship, so it is a really both - let’s limit the growth, but let’s also make it more profitable of the stuff that remains.

So just to be clear, the 4 to 5 is on that piece of the portfolio that’s about where it needs to go, not consolidate, right?

That would be total Chris. We would expect that the 7% that we have experienced this quarter would be kind of what we would see for the balance of 2017.

Okay. Thank you.

Thanks Chris.

Your next question comes from the line of Peyton Green of Piper Jaffray.

Good morning Peyton, how are you doing?

Hi good morning. Doing fine. I just to make sure I have that right. So, are you still going to originate indirect auto, but at a slower pace, is that…?

Yes, a much slower pace. We will continue to be in the business, but obviously with the changes that Chris is making to improve the profitability, our belief that the regulatory pressure on this portfolio is going to be, you will see us continue to originate, but at a much slower pace and then continue to have that portfolio wind down and then fill that bucket up with commercial and commercial real-estate given the markets we are in and the strength and the teams we have now.

And so what’s the expected cash flow from the portfolio, just if you didn’t originate anything over the next year?

I don’t have the number in front of me. I can tell you it turns over pretty quickly. It is a lot of refinance activity in that portfolio. If we stopped originating you would see it shift down pretty quickly.

Okay, I mean that’s not the goal right now. The goal is really just to improve the overall profitability of that line and use some of the cash flow to fund CRE and C&I growth, is that correct?

Exactly and kind of stay where we are and maybe a slight decrease in outstandings, but really to build the balance of the portfolio through the other buckets.

Got it. Okay, thank you very much.

Thanks Peyton.

I will now turn the floor back to our presenters for any closing remarks.

Great. Thank you all for your questions. Again as always if you have follow-up question let Lynell know and we’ll talk to 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 Web site, oldnational.com. A replay of the call will also be available by dialing 1-855-859-2056, conference ID code 93788114. This replay will be available through November 14. If anyone has any additional questions, please contact Lynell Walton at 812-464-1366. Thank you for your participation in today's conference call.