Welcome to the Old National Bancorp First Quarter 2024 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.

This morning, Old National reported its first quarter 2024 results. Our peer-leading, low-cost deposit franchise, above-average deposit and loan growth, disciplined expense control, and stable credit performance during the quarter drove these better-than-consensus results and sets us up favorably as we move into the second quarter. Before I delve into the first quarter highlights, I want to underscore the strategic importance of our partnership with Nashville-based CapStar Bank, which we closed on April 1st. Not only has this partnership expanded our franchise to robust and dynamic southeastern markets, but it also accelerates our growth potential. It's a milestone that officially welcomes CapStar clients and team members to our Old National family. CapStar Bank will operate as a division of Old National Bank until the Banking Center and Systems conversions, which we anticipate will occur in the third quarter. Let's focus on our first quarter earnings starting on page four, which have laid a strong foundation for the year. We reported GAAP earnings of $0.40 per common share for the first quarter, and our adjusted EPS was $0.45. Notably, our adjusted earnings per share exceeded consensus estimates by 5%. This accomplishment was driven by above-average deposit loan growth, stable credit performance, and importantly, disciplined expense management, which underscores our financial strength and consistent quality returns. Our adjusted ROATCE for the quarter was 16.7%, and our adjusted ROA was 1.1%. Our adjusted efficiency ratio was a low of 53.4%, despite the challenging interest rate environment. Total deposit growth was 5% annualized during the quarter, despite seasonal outflows by businesses and public sector clients. Loan growth was 7.5% annualized. Our total cost of deposits for the quarter remains at a low 201 basis points. Year-over-year, we saw total deposit growth of 8%, and total loan growth of 6%. Meanwhile, our tangible common book value grew 2% during the first quarter and 11% year-over-year. Our year-over-year trends once again demonstrate our consistent financial strength and quality returns. In summary, our first quarter results have set a solid foundation for 2024. Our strong deposit loan growth, stable credit performance, and effective expense management demonstrate our ability to excel in a challenging banking environment. As we progress into the year, we reiterate our steadfast commitment to sustainable growth, disciplined expense management, and strategic talent acquisition. We are confident in our ability to navigate the market and deliver strong results. Before turning the call over to John Moran, I'd like to briefly address our Chief Financial Officer position. As you might expect, we will not comment today, and I will refer you to the 8-K that we filed on April 1st. We will provide any updates in the future when appropriate. That said, we are focused on running our business as usual. As I said earlier in this call, we had a great first quarter and look forward to another strong year. We already have an exceptionally talented finance, accounting, and treasury team in place. For example, Mike Lloyd, our Treasurer, Angela Putnam, our Chief Accounting Officer, who are both on the call with us today, are very seasoned, and each has 10 years plus experience with us. John Moran, who you already know from his tenure with us, and as a Wall Street analyst covering banks like Old National, has seamlessly taken on the Interim Chief Financial Officer role. In addition, John has been a CFO at a publicly traded bank holding company. He was also identified as a primary successor during our succession planning process. I have complete confidence in John and the entire team. I'm also pleased to introduce Carrie Goldfeder, our new Chief Credit Officer, who will join us on our quarterly calls from now on. Carrie, who came to us from Capital One and previously worked at GE Capital, brings our leadership team a wealth of experience and expertise. Despite her relatively short tenure with us, she is already making a significant impact. Her addition to our leadership team further strengthens our commitment to excellence in all aspects of our operations. With that, I will now turn the call over to John.

Thanks, Jim. Turning to slide five, you can see our first quarter balance sheet, which highlights stability in our liquidity and capital positions. Our first quarter deposit growth has again allowed us to organically fund loan growth while holding our borrowings and brokered deposits consistent. Over the last year, we have grown deposits 8%, 200 basis points faster than our 6% year-over-year loan growth, while increasing tangible book value 11%. We entered the quarter with a strong CET1 ratio of 10.76%, and we continue to expect that we will accrue capital at a faster pace than most through the combination of a better than peer return profile and a targeted 30% dividend payout ratio. Our liquidity and capital levels continue to provide a strong foundation, which positions us well into 2024. On slide six, we show the trend in total loan growth and portfolio yields. Total loans grew 7.5% annualized from last quarter, slightly above our expectations. We remain focused on full relationships and structures at prices that meet our risk-adjusted return requirements. New loan production rates in the high 7% range and marginal funding costs in the low 4% range support our expectation that net interest income has bottomed out in the first quarter. The investment portfolio increased very modestly in the quarter due to the reinvestment of cash flows, partly offset by changes in fair values, and the duration was effectively unchanged. As we've mentioned in past calls, new money yields are running 200 basis points above back book yields, and we have approximately $1.3 billion in cash flows expected over the next 12 months. Moving to slide seven, we show our trend in total deposits, which grew 5% annualized from 4Q, despite normal seasonal outflows in public funds and business non-interest bearing. Our broker deposits as a percentage of total deposits is now 3.2%, which remains well below peers. Dollar balances grew in both retail and commercial, and new checking account production remained strong. We did experience upward pressure on deposit rates over the course of the quarter, as we remained focused on better than industry growth in our deposit base. That said, we did see a marked deceleration in deposit costs later in the quarter, with total deposit costs for the month of March at 205 basis points, only four basis points higher than our 1Q average, and a spot rate at March 31st that was down a few basis points from there. As a reminder, the addition of CapStar is expected to increase our total deposit costs by approximately five basis points in the second quarter. Overall, we remain very pleased with the execution of our deposit strategy, which continues to drive above-peer deposit growth at below-peer costs. Slide eight provides our quarter-end income statement. We reported GAAP net income applicable to common shares of $116 million, or $0.40 per share. Reported earnings include the following free tax items: the $13 million non-cash expense associated with the distribution of excess pension assets with the resolution of the Legacy First Midwest plan, an additional $3 million charge related to the FDIC Special Assessment, and $3 million in merger-related charges. Excluding these items, our adjusted earnings per share was $0.45. Moving on to slide nine, we present details of our net interest income and margin. As expected, deposit repricing led to modest declines in both net interest income and margin that were in line with our guidance. Our low total deposit costs of 201 basis points remains a key competitive advantage. Again, we have achieved better deposit growth at a lower cost than most banks. Slide 10 shows trends in adjusted non-interest income, which was $78 million for the quarter. Our primary fee businesses performed generally in line with expectations with seasonally lower bank fees. Continuing to slide 11, we show the trend in adjusted non-interest expenses, which were favorable to our guidance due to better occupancy costs, the result of a mild winter for the upper Midwest, lower tax credit amortization, and lower professional fees, along with lower various sundry other expenses. On slide 12, we present our credit trends, which remain stable, reflecting the quality of both our commercial and consumer portfolios. The delinquency ratio declined slightly, and the rise in non-performing loans stems from the migration of three credits. Migration into adverse categories has slowed from prior quarters, and as has historically been the case, we maintain a proactive approach to grading and resolution. Total net charge-offs were a low 14 basis points and were split evenly between PCD and non-PCD loans. Our first quarter allowance, including reserve for unfunded commitments, was unchanged at 103 basis points. There were no material changes to our model assumptions, and the weighting on the Moody's S3 scenario remains 100%. On slide 13, we review our capital position at the end of the quarter. Improvements were seen in all regulatory capital ratios, with the move in rates muting the impact of strong retained earnings on our TCE bill. Slide 14 includes updated details on our rate risk position and net interest income guidance. NII is expected to increase in the second quarter with the inclusion of CapStar and then continue to modestly increase in the back half of the year. Our assumptions are listed on the slide, but I would highlight a few of the primary drivers. First, we assume three rate cuts of 25 basis points each, consistent with the Fed dot plot. Second, we are anticipating additional late cycle deposit repricing that will result in a terminal beta of 40% by midyear and a non-interest-bearing deposit mix that falls to 23% by year-end. Lastly, we assume the final CapStar acquisition accounting marks are consistent with those used at deal announcement. We believe we have positioned the balance sheet well as we approach the end of this rate cycle, with the work to achieve a neutral rate risk position behind us. Also, closing CapStar a quarter early modestly helped our neutrality. In addition to the three-cut scenario, we did run a forward curve, including one and a half rate cuts, and a static curve through our models. The results of each were not materially different from our three-rate cut scenario, again, suggesting that we have effectively managed the balance sheet to neutral. Slide 15 includes thoughts on our outlook for the remaining items for the second quarter and full year 2024. All guidance has been updated to include the CapStar close on April 1st and purchase accounting assumptions in line with our transaction modeling, which is subject to change as we finalize these initial adjustments in the second quarter. As you can see, our guidance is unchanged. In summary, we had a strong start to 2024, with the first quarter results better than our expectations and strong performance metrics. More importantly, we continue to demonstrate our ability to execute against our strategic priorities. First, we are organically funding our loan growth with deposits up 8% year-over-year, 200 basis points better than our loan growth. Second, our adjusted return profile remains top quartile against peers at nearly 17% on tangible common equity. Third, we remain disciplined on operating expenses with an adjusted efficiency ratio of 53%. Fourth, we have a clean credit book with non-PCD net charge-offs just seven basis points. And finally, we are continuing to rapidly compound tangible book value per share, which was up 11% year-over-year. With those comments, I'd like to open the call for your questions. And we do have the full team available, including Mark Sander and Jim Sandgren.

We are now opening the floor for the question-and-answer session. Our first question comes from Scott Siefers from Piper Sandler. Your line is now open.

Good morning, guys. Thanks for taking the question. I was hoping first maybe we could discuss some of those deposit pricing metrics, John, that you mentioned, sort of the late first quarter and then the spot rates as well. Just maybe overall competitive dynamics, what's kind of giving you comfort that it sounds like in places you're able to lower rates exactly, just maybe overall competitive and thoughts on your own positioning as well.

Yeah. Thanks, Scott. Look, I'd say it's still a competitive deposit environment out there. We are on offense and we're unapologetic about that. I mean, as long as we can continue to put on good business at incremental margins that make sense, we'll continue to be focused on growing our deposits. We did see costs start to abate late in the quarter, right? And that's what I was kind of getting at with the 205 basis points in March, which was only four basis points higher than average. Our spot rate at March 31st was actually a couple of basis points below that. So, knock on wood, hopefully a little bit less competitive, but we're still on offense.

Okay, perfect. Thanks, John. And then was hoping you could also touch on loan growth a little. I'd say your growth seems to be holding in better than what we're seeing from most peers this quarter. So, just maybe some thoughts on demand, overall customer behavior. You're sort of seeing demand accelerate, decelerate, stay the same, just maybe overall dynamic split.

Hey, Scott, it's Mark. Loan growth came in a little bit above what we expected in Q1, but just a little bit above. And I would say C&I clients are still in a solid position and you're seeing decent demand out there. So, we're not looking for anything robust, but I think we can slightly outgrow the industry, which is what we've put out there. We also had the benefit of some tailwinds from our construction book that funded this quarter and will for the next couple of quarters. So that probably was about half of our loan.

Okay, perfect. All right. Thanks, guys, very much. Appreciate it.

Thanks, Scott.

Our next question comes from Ben Gerlinger from Citi. Your line is now open.

Hi, good morning.

Good morning, Ben.

I want to revisit the topic of growth. I understand that you do not adjust your credit criteria and that you prefer to let the market come to you at your optimal time. Is there any possibility of exceeding your growth expectations? I realize that you are not altering your credit policy, but if market conditions change because competitors are less active, are you seeing opportunities for risk-adjusted yields? Would you be able to increase loan growth at a pace faster than deposit growth or are you open to that?

We'll continue to have the appetite to grow good, profitable, long-term relationships, and we're very much open for business. I'd say the answer to your question is more dependent to some degree on how other competitors, if they have that same kind of view. Some people are a little more closed, I would suggest, than we are. So, I think it's possible, but our 5% to 7% organic growth is a little bit above what we think the industry average will be.

Ben, I would just add, we're going to continue to take advantage of the new talent we've acquired. Some of them are new markets and some of them are existing markets, but each one of them are varying degrees of being onboarded and running through any obligations they have. I think there's great opportunity for us to get traction there. The closing of our partnership in Tennessee, we think that just offers great opportunities to accelerate their growth, our growth in that marketplace. Obviously, we've got through some systems conversions and things to get through, but the back half of the year, it really should be getting after it. We're looking to have great growth coming out of Tennessee and Asheville.

Gotcha. And then the other question I had would be more of this high-level on credit. You guys have always done a great job. It's where you hang your hat, to be honest. When you think about this credit across your footprint, are there any geographies which are experiencing, for lack of a better word, frothy pricing, maybe commercial real estate? Or just are you in a pencil-down mode with any CRE type lending products?

No, we're not in a pencil-down mode for any products. Given the current rate environment, the numbers simply don’t support the same level of activity as before. The volume in commercial real estate across our footprint has decreased due to market dynamics, not because we’ve altered our underwriting criteria. We are still selectively bringing on new clients in commercial real estate as well. However, we expect most of our growth to come from commercial and industrial lending, where we believe we are very well positioned.

I would just add, Ben, too, that that comes with full pricing, full relationships as usual. Obviously, that discipline has been an important part of how we've been successful. But it's ever so more present today that we need to ensure that we get our terms. And at our terms, we will continue to take advantage of every opportunity that comes our way.

And with that same underwriting, our terms requires more equity.

Gotcha. All right. Well, I appreciate it. Thanks for your time, guys.

Thanks, Ben.

Our next question comes from Terry McEvoy from Stephens. Your line is now open.

Hi, good morning. Thanks for taking my questions.

Good morning, Terry.

Maybe start with slide 17. Could you just expand on the comments, manageable volume of loans subject to refinance risk? I'm guessing a part of it is multifamily. And maybe while you're at it, if you could comment on multifamily trends that you're seeing in your markets.

So I'll start. Terry, it's Mark. As we say, a manageable level, that's based on the data that we provided there. We have $2.8 billion coming due in the next 18 months. When we underwrite, we stress everything at a 300 basis point cushion. So that's why we show above 4% and less than 4%. So, we have $400 million of loans maturing in the next 18 months that would bump up against our underwriting parameters. I would say of that $400 million, less than half of it is what we really have a keen eye on that might have some stress. So that's why less than $200 million on our portfolio we think is very manageable, I guess, is the comment there. To your question on multifamily, the multifamily in our markets is holding up really well. I don't know how to describe it better than that. We didn't have the highs that some of the coasts perhaps had. And so you're still seeing rent growth. It's modest rent growth, but it's after many years of really strong rent growth that has more than accounted for the increase in expenses that have happened over those years. So we feel really good about our multifamily portfolio.

Thanks. And then as a follow-up, a question on security yields. They were up a basis point quarter-over-quarter. The portfolio was up and new money yields were 561. So I guess what's behind just the slight increase in security yields?

Yeah. The more modest increase was really a chunk of very short-term U.S. Treasuries that matured in the quarter.

And just last, a quick one, the NII bottoming out in the first quarter, John, is that with and without CapStar? I just want to make sure I understand that statement.

Yes.

Perfect. Thanks for taking my question.

Our next question comes from Jon Arfstrom from RBC Capital Markets. Your line is now open.

Hey, thanks. Good morning.

Good morning, Jon.

Hey, good morning. Where are you guys finding opportunities to grow deposit balances and relationships? Can you touch on that?

In all of our business segments, our consumer division focuses on increasing the number of active checking accounts. We are consistently gaining market share, opening more new accounts than those that are closing. In the commercial sector, we are continuing to prioritize long-term relationships, which helps maintain our deposit balances. Our private banking team has effectively promoted our money market offerings, and their efforts are driven by a strong foundation of solid, traditional practices and teamwork.

Jon, I would just add, starting in the fall of '22, I personally was around the entire company pounding the table saying we are all deposit gatherers. And I don't care whether you're faced off with clients or you're in treasury or you're in marketing, we are all deposit gatherers. And that's been the mantra, which has, I think, helped drive our success.

Okay, good. Fair enough. On non-interest bearing, I know there's some seasonal factors in there, but does it feel like that has bottomed or is close to a bottom, that $9 billion and change?

Yeah. Jon, I feel like we're getting close. It's probably a little early to call the bottom. But what we saw this quarter was January saw outflows, some of that is seasonal. February saw stability and we actually started to grow in March. We feel good about the guidance that we've got out there. We do think it'll continue to kind of come down a little bit, but not much from here.

Okay, good. And just one more on credit. Thank you for the provision guide. I think that helps. But how do you guys expect the NPL balances to progress throughout the year? Is it safe to assume they're going to continue to go up or is that the wrong read on that?

I wouldn’t assume that, Jon, as we work things through the pipe. We're certainly looking to move things out of NPAs as well and will, I think. It's hard always to predict when someone isn't going to pay you. But I think we're well ahead of that view, if you can, as much as you can with our quarterly problem asset reviews. So yeah, I wouldn't necessarily assume it's going to go up from here. But certainly, some of the criticized and classified loans will work their way through the pipe over the next 12 to 18 months.

Okay. All right. Thank you, everyone. Appreciate it.

Thanks, Jon.

Our next question comes from Chris McGratty from KBW. Your line is now open.

All right. Good morning.

Good morning, Chris.

Jim or John, we have a question just on slide 15, the outlook. If you kind of zoom out and look at the different line item guides, where do you think that either the biggest opportunity or risk is relative to what you've laid out for us?

Yeah. Chris, I'd say the biggest risk is probably just what happens in terms of non-interest bearing. And again, we feel pretty good that we're bottoming out there based on the trends that we saw in the quarter. But that would be the biggest downside risk. I think the biggest upside risk might be for us on the fee line. I think capital markets were a touch soft this quarter. A few swaps one way or another can make a difference there. It's hard to get really too excited about mortgage, but pipelines there are up pretty solidly. So maybe we'll have a nice spring selling season here.

Okay. And then maybe, Jim, thoughts on just capital return once you get through the integration? Any thoughts on buyback later in the year?

Yeah. Great, great question. And certainly a topic of conversation around here. I think you're right. We're focused on getting through the integration of CapStar, kind of getting a better read on what we think the balance of the year looks like. As we get to the back half of the year, I think that could be something that's a serious part of our conversation. Unchecked capital grows pretty quickly. So I think there'll be opportunities to think about capital a little differently than we have the last couple of years.

Okay. And then maybe final one on a lot of discussion from your peers about derisking. You guys don't have the concentrations. Is there anything in the portfolio that might be being considered to accelerate, just move on and kind of derisk while you could?

From a high level, from my perspective, there's nothing that we need to do different in our portfolio management. Obviously, it's a constant source of conversation around optimization. But usually it means slowing things down, turning things up, rather than moving assets off the balance sheet. While there's always ongoing portfolio management discipline around that, on the margin, we'll continue to have conversations around asset classes. We think we can get the best return for our capital allocation, and we'll make those decisions. But they'll have a de minimis effect quarter in, quarter out.

Okay. Thanks, Jim.

Thanks.

Our next question comes from David Long from Raymond James. Your line is now open.

Good morning, everyone, and thanks for taking my question.

Good morning, David.

Wanted to talk about the non-performing loan line. You were up about 20% in the quarter. I think someone mentioned that maybe there were a few credits involved there, but specifically what happened there in the non-performing loan line to drive it up 20% in the quarter?

David, it's Mark. I think it's just the natural ebb and flow of credit. It was three credits that drove it. The largest was a multifamily property that I'm not worried about, candidly, at all. I don't think there's risk of loss there. And then we had two C&I credits that were not related, not symptomatic of any broader concern. So just episodic three credits.

Thank you, Mark. Operating expenses seemed very well managed in the quarter. I know you have CapStar coming on here. But excluding CapStar, what is happening with the core operating expenses? It appeared better than expected. Were there any items you mentioned that we took out? Was there anything else in the quarter that might have been non-recurring or expenses that you may have overlooked this quarter?

No, I wouldn't characterize anything as non-recurring in there other than what we had called out separately. It was, as you know, sitting in Chicago, a milder winter. We moved less snow around this winter. That helped. I mean, there's sort of six or seven good guys in there that I would just kind of caution, don't take one Q and run rate it and add CapStar on. I think we have a little bit of lift here in the second quarter, and that's reflected in the guidance.

Got it. Thanks, John. Thanks for taking my questions, guys.

Thanks, David.

Thank you. There are no further questions. At this time, I'd now like to turn back the call to Jim Ryan for closing remarks.

Well, thank you, Ellie. As always, really appreciate your participation. The whole team's going to be available all day today to take any questions you might have as follow-ups. Thank you so much.

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 website, oldnational.com. A replay of the call will also be available by dialing 800-770-2030 with access code 399-2332. This replay will be available through May 7th. If anyone has additional questions, please contact Lynell Durchholz at 812-464-1366. Thank you for your participation in today's conference call, and have a wonderful day.