SecProbe.io

September 13, 2024
John v. Moran, IV
Chief Financial Officer
Old National Bancorp
One Main Street
Evansville, IN 47708
Re:Old National Bancorp
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-15817
Dear John v. Moran, IV:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.We note your presentation of numerous non-GAAP financial measures related to tangible
common equity excluding AOCI and unrealized losses presented in Exhibits 99.1 to your
Forms 8-K filed on February 12, 2024 and August 16, 2024. These measures appear to
represent individually tailored accounting measures given that the adjustment to exclude
AOCI or unrealized losses has the effect of changing the recognition and measurement
principles required to be applied in accordance with GAAP. Therefore, please remove the
presentation of these non-GAAP measures from your future filings. Refer to Question
100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.
Financial Condition
Loan Portfolio
Commercial and Commercial Real Estate Loans, page 50
We note that commercial real estate (CRE) loans represent a significant portion of your
loan portfolio. We also note your discussion on page 55 that describes, generally, the LTV
requirements for your commercial loans. Please tell us whether, for any of your main CRE 2.

September 13, 2024
Page 2
loan categories, your guidelines permit a significantly different LTV. Also, discuss the
extent to which you monitor property values during the life of the loan.
3.We note that you indicate that your real estate lending is concentrated in your main
operating area in the Midwest. We also note that your investor presentations provide a
geographic breakdown of the location of most of your loans. Tell us whether you
considered whether investors would benefit from a geographic disaggregation of your
loan portfolio.
4.We note that the largest segment in your CRE portfolio are loans on multifamily
properties. Please tell us whether any material portion of the properties are subject to rent-
control or other similar legislation that might impact the financial condition of your
borrowers.
Market Risk, page 62
5.We note that on page 62 you provide an interest rate sensitivity analysis. In the discussion
supporting the tabular presentation, you indicate that you make a number of assumptions
to support your calculations and management of interest rate risk. We also note that
interest rate expectations appear to have changed during the course of 2024, with the
expectation that interest rates will decline. However, it appears your market risk
disclosure does not reflect these changes in subsequent Forms 10-Q. Please revise your
disclosure in future filings to discuss changes to your assumptions, as well as any changes
to how you are managing your exposure to interest rate risk.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Shannon Davis at 202-551-6687 or Michael Volley at 202-551-3437 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance