TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
( Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014

OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
Commission File Number 001-34762
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
Ohio
 
31-1042001
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
255 East Fifth Street, Suite 700
 
45202
Cincinnati, Ohio
 
(Zip Code)
(Address of principal executive offices)
 
 
Registrant's telephone number, including area code:  (877) 322-9530
Securities registered pursuant to Section 12(b) of the Act:
Common Shares, no par value
Warrants, each to purchase one Common Share, no par value
Name of exchange on which registered:
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
x Yes      o  No
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
  o Yes      x   No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes      o   No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes      o   No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (subpart 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes     x   No
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the sales price of the last trade of such stock as of June 30, 2014 , was $955,704,000 .  (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)
As of February 23, 2015 , there were issued and outstanding 61,470,844 common shares of the registrant.
Documents Incorporated by Reference:
Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2014 are incorporated by reference into Parts I, II and IV.
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 26, 2015 are incorporated by reference into Part III.


TABLE OF CONTENTS

FORM 10-K CROSS REFERENCE INDEX

 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 


TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS


Certain statements contained in this Annual Report on Form 10-K which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements specifically identified as forward-looking statements within this document. In addition, certain statements in future filings by us with the SEC, in press releases, and in oral and written statements made by or with our approval which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include: (i) projections of income or expense, earnings per share, the payment or non-payment of dividends, capital structure and other financial items; (ii) statements of our plans and objectives or our management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying those statements.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statements. We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements involve risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including those factors and events identified (i) in "Item 1A. Risk Factors" of the Annual Report on Form 10-K and (ii) under the heading "Forward-Looking Statements" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of First Financial's 2014 Annual Report (included within Exhibit 13 to this Annual Report on Form 10-K and incorporated by reference into Item 7 of this Annual Report on Form 10-K).

Forward-looking statements speak only as of the date on which they are made, and, except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made to reflect unanticipated events. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified in their entirety by the foregoing cautionary statements.



TABLE OF CONTENTS

PART I

Item 1.  Business.

First Financial Bancorp.

First Financial Bancorp., an Ohio corporation (First Financial or the Company), was formed in 1982.  First Financial is a mid-sized, regional bank holding company headquartered in Cincinnati, Ohio. References in this Form 10-K to “we,” “us” or “our” refer, as the context requires, to First Financial and its subsidiaries, collectively or to First Financial as the holding company.

First Financial engages in the business of commercial banking and other banking and banking-related activities through its oldest wholly owned subsidiary, First Financial Bank, National Association (the Bank), which was founded in 1863.

The range of banking services provided by First Financial to individuals and businesses includes commercial lending, real estate lending, and consumer financing.  Real estate loans are loans secured by a mortgage lien on the real property of the borrower, which may either be residential property (one to four family residential housing units) or commercial property (owner-occupied and/or investor income producing real estate, such as apartments, shopping centers, office buildings).  In addition, First Financial offers deposit products that include interest-bearing and noninterest-bearing accounts, time deposits, and cash management services for commercial customers. A full range of trust and asset management services is also provided through First Financial’s Wealth Management division.

Commercial loans are made to all types of businesses for a variety of purposes including, but not limited to, inventory, receivables, and equipment.  First Financial works with businesses to meet their shorter term working capital needs while also providing long-term financing for their business plans.  First Financial also offers lease and equipment financing through a wholly-owned subsidiary of the Bank, First Financial Equipment Finance LLC (First Equipment Finance), primarily in its principal markets.  Credit risk for lending activities is managed through standardized loan policies, established and authorized credit limits, centralized portfolio management and the diversification of market area and industries.  The overall strength of the borrower is evaluated through the credit underwriting process and includes a variety of analytical activities, including the review of historical and projected cash flows, historical financial performance, financial strength of the principals and guarantors, and collateral values, where applicable.

Commercial lending activities include equipment and leasehold improvement financing for franchisees, that are principally quick service and casual dining restaurants.  The underwriting of these loans incorporates basic credit proficiencies combined with knowledge of select franchise concepts to measure the creditworthiness of proposed multi-unit borrowers.  The focus is on a limited number of concepts that have sound economics, lower closure rates, and brand awareness within specified local, regional, or national markets.  Loan terms for equipment are generally up to 84 months fully amortizing and up to 180 months on real estate related requests.

Commercial real estate loans are secured by a mortgage lien on the real property.  The credit underwriting for both owner-occupied and investor income producing real estate loans includes detailed market analysis, historical and projected cash flow analysis, appropriate equity margins, assessment of lessees and lessors, type of real estate and other analyses.  Risk of loss is managed by adherence to standard loan policies that establish certain levels of performance prior to the extension of a loan to the borrower.  Market diversification within First Financial’s service area, as well as a diversification by industry, are other means by which the risk of loss is managed by First Financial.  First Financial does not have a significant exposure to residential builders and developers.

The majority of residential real estate loans originated by the Bank conform to secondary market underwriting standards and are sold within a short timeframe to unaffiliated third parties. The Bank generally does not retain servicing rights to the loans.  The credit underwriting standards adhere to a certain level of documentation, verifications, valuation, and overall credit performance of the borrower.  The underwriting of these loans includes an evaluation of these and other pertinent factors prior to the extension of credit. These underwriting standards help in the management of the credit risk elements and increase the marketability of the loans.

Consumer loans are primarily loans made to individuals.  These types of loans include new and used vehicle loans, second mortgages on residential real estate, and unsecured loans.  Risk elements in the consumer loan portfolio are primarily focused on the borrower’s cash flow and credit history, which are key indicators of the ability to repay.  A certain level of security is provided through liens on automobile titles and second mortgage liens, where applicable.  Consumer loans are generally smaller dollar amounts than other types of lending and are made to a large number of customers.  Both factors help provide diversification within the portfolio.  Economic conditions that affect consumers in First Financial’s markets have a direct

1

TABLE OF CONTENTS

impact on the credit quality of these loans.  Higher levels of unemployment, lower levels of income growth and weaker economic growth are factors that may adversely impact consumer loan credit quality.

Home equity lines of credit consist mainly of revolving lines of credit secured by residential real estate.  Home equity lines of credit are generally governed by the same lending policies and subject to the same credit risk as described previously for residential real estate loans.

First Financial has minimal foreign currency transactions and, in general, does not have a significant exposure to foreign currencies. Foreign currency activities are generally related to services provided to commercial customers.  Information regarding statistical disclosure required by the Securities and Exchange Commission’s Industry Guide 3 is included in First Financial's Annual Report to Shareholders for the year ended December 31, 2014 , and is incorporated herein by reference.

First Financial's executive office is located at 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, and the telephone number is (877) 322-9530.  First Financial makes available, free of charge, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after filing with the Securities and Exchange Commission (SEC), through its website, www.bankatfirst.com under the “Investor Information” link, under “SEC Filings.”  Copies of such reports also can be found on the SEC’s website at www.sec.gov .

Employees

At December 31, 2014 , First Financial and its subsidiaries had 1,442 full-time and part-time employees.

Subsidiaries

A listing of each of First Financial’s subsidiaries can be found in Exhibit 21 to this Form 10-K.

Business Combinations

During the third quarter of 2009, through Federal Deposit Insurance Corporation (FDIC)-assisted transactions, First Financial acquired the banking operations of Peoples Community Bank (Peoples), Irwin Union Bank and Trust Company (Irwin Union Bank) and Irwin Union Bank, F.S.B. (Irwin FSB) (Irwin Union Bank and Irwin FSB, collectively, Irwin). Prior to the FDIC-assisted transactions, the Company also acquired three Indiana banking centers, including related deposits and loans, from Irwin in a separate and unrelated transaction. The acquisitions of the Peoples and Irwin franchises significantly expanded the First Financial footprint, opened new markets and strengthened the Company through the generation of additional capital.

In connection with the Peoples and Irwin FDIC-assisted transactions, First Financial entered into loss sharing agreements with the FDIC. Under the terms of these agreements, the FDIC will reimburse First Financial for losses with respect to certain loans (covered loans) and other real estate owned (covered OREO) (collectively, covered assets), beginning with the first dollar of loss.  Covered loans represent approximately 2.8% of First Financial’s loans at December 31, 2014 . These agreements provide for loss protection on single-family, residential loans for a period of ten years and First Financial is required to share any recoveries of previously charged-off amounts for the same time period, on the same pro-rata basis with the FDIC.  All other loans were provided loss protection for a period of five years, which expired on October 1, 2014, and recoveries of previously charged-off loans must be shared with the FDIC for a period of eight years, again on the same pro-rata basis.

First Financial must follow specific servicing and resolution procedures, as outlined in the loss sharing agreements, in order to receive reimbursement from the FDIC for losses on covered assets.  First Financial services all covered assets with the same resolution practices and diligence as it does for the assets that are not subject to a loss sharing agreement.

On August 7, 2014, First Financial closed its merger agreement with The First Bexley Bank (First Bexley). Founded in 2006 and conducting operations out of one full service branch location in Bexley, Ohio, First Bexley served commercial and consumer clients throughout Columbus and central Ohio. First Financial acquired First Bexley in a cash and stock transaction in which First Bexley merged with and into First Financial Bank.

On August 7, 2014, First Financial also closed its merger with Insight Bank (Insight) during the third quarter 2014. Founded in 2006 and conducting operations out of one full service location in Worthington, Ohio, and a mortgage origination office in Newark, Ohio, Insight provided commercial and consumer banking services to clients throughout Columbus and central Ohio. First Financial acquired Insight in a cash and stock transaction in which Insight merged with and into First Financial Bank.


2

TABLE OF CONTENTS

On August 21, 2014, First Financial finalized its merger with Guernsey Bancorp, Inc. (Guernsey). Headquartered in Worthington, Ohio, Guernsey conducted operations out of three full service branches and served commercial and consumer clients throughout Columbus and central Ohio. Under the terms of the merger agreement, First Financial acquired Guernsey for cash consideration and the transfer of a single bank-owned property to Guernsey's sole shareholder. The Company also paid off all amounts due under a promissory note to a third party on behalf of Guernsey. The Guernsey Bank, an Ohio state chartered bank and wholly-owned subsidiary of Guernsey, merged with and into First Financial as part of the merger agreement.

The First Bexley, Insight and Guernsey acquisitions, provide First Financial an entrance into the Columbus, Ohio market, and introduce the Company’s diverse product set to commercial and consumer clients of those institutions. These acquisitions position the Bank as the largest community bank serving Franklin County and the metropolitan Columbus market.

Market and Competitive Information

First Financial, through the regionalization efforts and business model of the Bank, delivers a community banking philosophy to its clients.  First Financial currently serves a combination of metropolitan and non-metropolitan markets primarily in Indiana, Ohio, and Kentucky through its full-service banking centers.  Market selection is based upon a number of factors, but markets are primarily chosen for their potential for growth, long-term profitability, and customer reach.  First Financial’s goal is to develop a competitive advantage through a local market focus, building long-term relationships with clients and helping them reach greater levels of financial success.

We also compete on a nationwide basis with respect to franchisee lending through our franchise finance subsidiary, First Franchise Capital.

The Company’s markets support many different types of business activities, such as manufacturing, agriculture, education, healthcare, and professional services.  Within these markets, growth is projected to continue in key demographic groups and populations.  First Financial’s market evaluation includes demographic measures such as income levels, median household income, and population growth within key segments.  The Midwest markets that First Financial serves have historically not experienced the level of economic highs and lows seen in other sections of the country.  Its markets are generally marked by less volatility in business activity, although material fluctuations may occur.  In recent years, the overall national economy was negatively impacted by the deterioration of the sub-prime lending market, which quickly developed into a credit and liquidity crisis in other sectors of the financial services industry.  This resulted in the implementation of a number of government sponsored programs designed to invest capital and liquidity into the financial services sector for the purposes of strengthening consumer confidence and stimulating lending activity.  However, First Financial’s strong liquidity and capital position, combined with conservative lending practices, have allowed the Company, to this point, to significantly mitigate macro-economic risk.

First Financial believes that it is well positioned to compete in its markets.  Smaller than super-regional and multi-national bank holding companies, First Financial believes that it can meet the needs of its markets through a decision-making network of local management.  First Financial believes that it is better positioned to compete for business than other smaller banks that may have size or geographic limitations.  First Financial’s targeted customers include individuals and small to medium sized businesses within the geographic region of the Bank’s banking center network. Through the delivery systems of banking centers, ATMs, internet banking, and telephone-based transactions, First Financial meets the needs of its customers in an ever-changing marketplace.

First Financial faces strong competition from financial institutions and other non-financial organizations.  Its competitors include local and regional financial institutions, savings and loans, and bank holding companies, as well as some of the largest banking organizations in the United States.  In addition, other types of financial institutions, such as credit unions, offer a wide range of loan and deposit services that are competitive with those offered by First Financial. The consumer is also served by brokerage firms and mutual funds that provide checking services, credit cards, and other services similar to those offered by First Financial.  Major stores compete for loans by offering credit cards and retail installment contracts.  It is anticipated that
competition from other financial and non-financial services entities will continue and, for certain products and services, intensify.

Supervision and Regulation

We, our subsidiary bank, and its subsidiaries, are subject to an extensive system of laws and regulations that are intended primarily for the protection of customers and depositors and not for the protection of security holders.  These laws and regulations govern such areas as capital, permissible activities, allowance for loan and lease losses, loans and investments, and

3

TABLE OF CONTENTS

rates of interest that can be charged on loans.  Described below are elements of selected laws and regulations.  The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described.

Bank Holding Company Regulation

We are subject to the provisions of the Bank Holding Company Act of 1956, as amended (the BHCA) and subject to supervision and examination by the Federal Reserve Board.  The BHCA requires prior approval by the Federal Reserve Board of the acquisition of 5% or more of the voting stock or substantially all the assets of any bank within the United States.  In addition, subject to regulatory approval, First Financial can acquire thrift institutions.  Acquisitions are subject to certain anti-competitive limitations.

The BHCA and the regulations of the Federal Reserve Board prohibit a bank holding company and its subsidiaries from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or furnishing of services.  The BHCA also imposes certain restrictions upon dealings by affiliated banks with the holding company and among themselves, including restrictions on inter-bank borrowing and upon dealings in the securities or obligations of the holding company or other affiliates.

In addition, bank holding companies that satisfy certain requirements may elect to become financial holding companies.  Financial holding companies are permitted to engage in certain activities that are “financial in nature” (e.g. insurance underwriting, securities brokerage, merchant banking) and that are not permitted for bank holding companies.  First Financial’s current strategic plans do not include utilizing these expanded activities and, as a result, it has not elected to become a financial holding company.

The Federal Reserve Board also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, issue cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including a subsidiary bank). In general, the Federal Reserve Board may initiate enforcement actions for violations of laws and regulations and unsafe or unsound practices. Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support such subsidiary bank. Under this policy, the Federal Reserve Board may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to the shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.

Depository Institution Regulation

The Bank, as a national banking association, is subject to supervision and regular examination by the Office of the Comptroller of the Currency (OCC). All depository institutions and their deposits are insured up to the legal limits by the Deposit Insurance Fund (DIF) which is administered by the FDIC and is subject to the provisions of the Federal Deposit Insurance Act (FDIA).

Insurance of Accounts

The FDIC currently maintains the DIF, which was created in 2006 in the merger of the Bank Insurance Fund and the Savings Association Insurance Fund.  The deposit accounts of the Bank are insured by the DIF to the maximum amount provided by law.  The general insurance limit is $250,000.  This insurance is backed by the full faith and credit of the United States Government.
 
As insurer, the FDIC is authorized to conduct examinations of and to require reporting by DIF-insured institutions.  It also may prohibit any DIF-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the DIF.  The FDIC also has the authority to take enforcement actions against insured institutions.
 
The FDIC assesses deposit insurance premiums on each insured institution quarterly based on annualized rates for one of four risk categories. Each institution is assigned to one of four risk categories based on its capital, supervisory ratings and other factors.  Well capitalized institutions that are financially sound with only a few minor weaknesses are assigned to Risk Category I.  Risk Categories II, III and IV present progressively greater risks to the DIF.  The Bank currently is in Risk Category I.
 
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the FDIC adopted rules, under which insurance premium assessments are based on an institution's quarterly average total assets minus its quarterly average tangible equity (defined as Tier 1 capital) instead of its deposits.  Under these rules, an institution with total assets of

4

TABLE OF CONTENTS

less than $10 billion is assigned to a Risk Category as described above, and a range of initial base assessment rates applies to each category, subject to adjustment downward based on unsecured debt issued by the institution and, except for an institution in Risk Category I, adjustment upward if the institution's brokered deposits exceed 10% of its domestic deposits, to produce total base assessment rates.  All base assessment rates are subject to further adjustment upward if the institution holds more than a de minimis amount of unsecured debt issued by another FDIC-insured institution. The FDIC may increase or decrease its rates by 2.0 basis points without further rule-making.  In an emergency, the FDIC may also impose a special assessment.
 
In addition, all institutions with deposits insured by the FDIC are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation, a mixed-ownership government corporation established to recapitalize a predecessor to the DIF.  These assessments will continue until the Financing Corporation bonds mature in 2019.
 
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.
 
Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (DRR), that is, the ratio of the DIF to insured deposits of the total industry. The FDIC has adopted a plan under which it will meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Act.  The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets of less than $10 billion of the increase in the statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%.  The FDIC has not yet announced how it will implement this offset or how larger institutions will be affected by it.
 
Community Reinvestment Act

Under the Community Reinvestment Act (CRA), every FDIC-insured institution is obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.  The CRA requires the appropriate federal banking regulator, in connection with the examination of an insured institution, to assess the institution's record of meeting the credit needs of its community and to consider this record in its evaluation of certain applications, such as a merger or the establishment of a branch.  An unsatisfactory rating may be used as the basis for the denial of an application and will prevent a bank holding company of the institution from making an election to become a financial holding company. As of its last examination, the Bank received a CRA rating of “satisfactory.”
 
Privacy Rules

Federal banking regulators, as required under the Gramm-Leach-Bliley Act, have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to non-affiliated third parties.  The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties.  The privacy provisions of the Gramm-Leach-Bliley Act affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors.

Fiscal and Monetary Policies

The earnings of banks, and, therefore, the earnings of First Financial (and its subsidiaries), are affected by the fiscal and monetary policies of the United States government and its agencies, including the Federal Reserve Board.  An important function of the Federal Reserve Board is to regulate the national supply of bank credit in an effort to prevent recession and to restrain inflation.  Among the procedures used to implement these objectives are open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements on member bank deposits. These policies are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits.


5

TABLE OF CONTENTS

Limits on Dividends and Other Payments

There are various legal limitations on the extent to which a subsidiary bank may finance or otherwise supply funds to its parent holding company. Under applicable federal and state laws, a subsidiary bank may not, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, its bank holding company. A subsidiary bank is also subject to collateral security requirements for any loan or extension of credit permitted by such exceptions. The Bank may not pay dividends out of its surplus if, after paying these dividends, it would fail to meet the required minimum levels under the risk-based capital guidelines and minimum leverage ratio requirements established by the OCC. In addition, the Bank must have the approval of the OCC if a dividend in any year would cause the total dividends for that year to exceed the sum of the Bank’s current year’s net income and the retained net income for the preceding two years, less required transfers to surplus. Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if such regulatory authorities deem such dividends to constitute unsafe and/or unsound banking practices or if necessary to maintain adequate capital.

The ability of First Financial to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends which may be declared by the Bank. However, because the Federal Reserve Board expects us to serve as a source of strength to the Bank, as discussed above, payment of dividends by the Bank may be restricted at any time at the discretion of the OCC if the OCC deems such dividends to constitute an unsafe and/or unsound banking practice. These provisions could have the effect of limiting our ability to pay dividends on our shares.

The Federal Reserve Board has issued a policy statement with regard to the payment of cash dividends by bank holding companies. The policy statement provides that, as a matter of prudent banking, a bank holding company should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fully fund the dividends, and the prospective rate of earnings retention appears to be consistent with the bank holding company’s capital needs, asset quality, and overall financial condition. Accordingly, a bank holding company should not pay cash dividends that exceed its net income or can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing.

The Dodd-Frank Wall Street Reform and Consumer Protection Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act which implemented far-reaching changes to the regulation of the financial services industry, was signed into law in 2010. The Dodd-Frank Act requires various federal agencies to adopt a broad range of regulations with significant discretion. Although many of the regulations have been adopted, some still have not, and the effect they will have on us and our subsidiaries cannot currently be known. Among the provisions already implemented that have or may have an effect on us are the:
  
formation of the Consumer Financial Protection Bureau, which has broad powers to adopt and enforce consumer protection regulations that would apply to all banks and thrifts;
  
a federal law prohibiting the payment of interest on commercial demand deposit accounts was eliminated effective July 21, 2011;
  
the standard maximum amount of deposit insurance per customer was permanently increased to $250,000;
 
the assessment base for determining deposit insurance premiums was expanded; and

new capital regulations for bank holding companies, which impose stricter requirements as discussed below.

Additionally, we are still awaiting new corporate governance requirements under the Dodd-Frank Act that will be applicable generally to all public companies in all industries. These changes will require new compensation practices and disclosure requirements, including requiring companies to “claw back” incentive compensation under certain circumstances, to consider the independence of compensation advisors and to make additional disclosures in proxy statements with respect to compensation matters.

Regulatory Capital

Financial institutions and their holding companies are required to maintain capital as a way of absorbing losses that can, as well as losses that cannot, be predicted. The Federal Reserve Board has adopted risk-based capital guidelines for financial holding companies as well as state banks that are members of the Federal Reserve Bank. The OCC and the FDIC have adopted risk-based capital guidelines for national banks and state non-member banks, respectively. The guidelines provide a systematic

6

TABLE OF CONTENTS

analytical framework that makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy and minimizes disincentives to holding liquid, low-risk assets. Capital levels as measured by these standards are also used to cataegorize financial institutions for purposes of certain prompt corrective action regulatory provisions.         

Prior to January 1, 2015, the guidelines included a minimum for the ratio of total capital to risk-weighted assets of 8%, with at least half of the ratio composed of common shareholders’ equity, minority interests in certain equity accounts of consolidated subsidiaries and a limited amount of qualifying preferred stock and qualified trust preferred securities, less goodwill and certain other intangible assets (known as “Tier 1” risk-based capital). The guidelines also provided for a minimum ratio of Tier 1 capital to average assets, or “leverage ratio,” of 3% for financial holding companies and bank holding companies that meet certain criteria, including having the highest regulatory rating, and 4% for all other financial holding companies and bank holding companies.

The risk-based capital guidelines adopted by the federal banking agencies are based on the “International Convergence of Capital Measurement and Capital Standard” (Basel I), published by the Basel Committee on Banking Supervision (the Basel Committee) in 1988. In 2004, the Basel Committee published a new capital adequacy framework (Basel II) for large, internationally active banking organizations, and in December 2010 and January 2011, the Basel Committee issued an update to Basel II (Basel III). The Basel Committee frameworks did not become applicable to banks supervised in the United States until adopted into United States law or regulations. Although the United States banking regulators imposed some of the Basel II and Basel III rules on banks with $250 billion or more in assets or $10 billion of on-balance sheet foreign exposure, it was not until July 2013 that the United States banking regulators issued final (or, in the case of the FDIC, interim final) new capital rules applicable to smaller banking organizations which also implement certain of the provisions of the Dodd-Frank Act (the Basel III Capital Rules). Community banking organizations, including First Financial and the Bank, began transitioning to the new rules on January 1, 2015. The new minimum capital requirements became effective on January 1, 2015, whereas a new capital conservation buffer and deductions from common equity capital phase in from January 1, 2016, through January 1, 2019, and most deductions from common equity tier 1 capital will phase in from January 1, 2015, through January 1, 2019.

The new rules include (a) a new common equity tier 1 capital ratio of at least 4.5%, (b) a Tier 1 capital ratio of at least 6.0%, rather than the former 4.0%, (c) a minimum total capital ratio that remains at 8.0%, and (d) a minimum leverage ratio of 4%.

Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for loan and lease losses, subject to new eligibility criteria, less applicable deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels). The deductions phase in from 2015 through 2019.

Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Some of the risk weightings have been changed effective January 1, 2015.

The new rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the Company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. The capital conservation buffer phases in starting on January 1, 2016, at 0.625%. The implementation of Basel III is not expected to have a material impact on the Company’s or the Bank’s capital ratios.

7

TABLE OF CONTENTS

Effective January 1, 2015, in order to be “well-capitalized,” a bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8% and a leverage ratio of at least 5%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure. The Company’s management believes that the Bank meets the ratio requirements to be deemed “well-capitalized” according to the guidelines described above.

Executive and Incentive Compensation

In June 2010, the Federal Reserve Board, the OCC and the FDIC issued joint interagency guidance on incentive compensation policies (the Joint Guidance) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. This principles-based guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should: (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks; (ii) be compatible with effective internal controls and risk management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

Pursuant to the Joint Guidance, the Federal Reserve Board will review as part of a regular, risk-focused examination process, the incentive compensation arrangements of financial institutions such as us. These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination and deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against an institution if its incentive compensation arrangements, or related risk-management control or governance processes, are considered a risk to the organization’s safety and soundness and prompt and effective measures are not being taken to correct the deficiencies.

On February 7, 2011, federal banking regulatory agencies jointly issued proposed rules on incentive-based compensation arrangements under applicable provisions of the Dodd-Frank Act (the Proposed Joint Rules). The Proposed Joint Rules generally apply to financial institutions with $1 billion or more in assets that maintain incentive-based compensation arrangements for certain covered employees. The Proposed Joint Rules: (i) prohibit covered financial institutions from maintaining incentive-based compensation arrangements that encourage covered persons to expose the institution to inappropriate risk by providing the covered person with “excessive” compensation; (ii) prohibit covered financial institutions from establishing or maintaining incentive-based compensation arrangements for covered persons that encourage inappropriate risks that could lead to a material financial loss; (iii) require covered financial institutions to maintain policies and procedures appropriate to their size, complexity and use of incentive-based compensation to help ensure compliance with the Proposed
Joint Rules; and (iv) require covered financial institutions to provide enhanced disclosure to regulators regarding their incentive-based compensation arrangements for covered persons within 90 days following the end of each fiscal year.

Pursuant to rules adopted by the stock exchanges and approved by the SEC in January 2013 under the Dodd-Frank Act, public company compensation committee members must meet heightened independence requirements and consider the independence of compensation consultants, legal counsel and other advisors to the compensation committee. A compensation committee must have the authority to hire advisors and to have the public company fund reasonable compensation of such advisors.

Public companies will be required, once stock exchanges impose additional listing requirements under the Dodd-Frank Act, to implement “clawback” procedures for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating a restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within a three-year look-back window of the restatement and would cover all executives who received incentive awards.

Volcker Rule

In December 2013, five federal agencies adopted a final regulation implementing the so-called Volcker Rule provision of the Dodd-Frank Act (the Volcker Rule). The Volcker Rule places limits on the trading activity of insured depository institutions and entities affiliated with a depository institution, subject to certain exceptions. The trading activity includes a purchase or sale as principal of a security or a derivative, commodity future or option on a security in order to benefit from short-term price movements or to realize short-term profits. The Volcker Rule exempts specified U.S. Government, agency and/or municipal obligations, and it excepts trading conducted in certain capacities, including as a broker or other agent, through a deferred compensation or pension plan, as a fiduciary on behalf of customers, to satisfy a debt previously contracted, repurchase and

8

TABLE OF CONTENTS

securities lending agreements and risk-mitigating hedging activities. The Volcker Rule also prohibits a banking entity from having an ownership interest in, or certain relationships with, a hedge fund or private equity fund, with a number of exceptions. The Bank from time to time may engage in trading activities or own the types of funds regulated by the Volcker Rule.

Transactions with Affiliates, Directors, Executive Officers and Shareholders

Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Board Regulation W generally:
  
limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate;
limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with all affiliates; and
require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.

An affiliate of a bank is any company or entity which controls, is controlled by or is under common control with the bank. The term “covered transaction” includes the making of loans to the affiliate, the purchase of assets from the affiliate, the issuance of a guarantee on behalf of the affiliate, the purchase of securities issued by the affiliate and other similar types of transactions.
 
A bank’s authority to extend credit to executive officers, directors and greater than 10% shareholders, as well as entities such persons control, is subject to Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O promulgated thereunder by the Federal Reserve Board. Among other things, these loans must be made on terms (including interest rates charged and collateral required) substantially the same as those offered to unaffiliated individuals or be made as part of a benefit or compensation program and on terms widely available to employees, and must not involve a greater than normal risk of repayment. In addition, the amount of loans a bank may make to these persons is based, in part, on the bank’s capital position, and specified approval procedures must be followed in making loans which exceed specified amounts.

Patriot Act

In response to the terrorist events of September 11, 2001, the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the Patriot Act) was signed into law in October 2001. The Patriot Act gives the United States government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. Title III of the Patriot Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions. Among other requirements, Title III and related regulations require regulated financial institutions to establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts and establish enhanced due diligence policies, procedures and controls designed to detect and report suspicious activity. The Bank has established policies and procedures that are believed to be compliant with the requirements of the Patriot Act.

Internet Website
We maintain a website with the address www.bankatfirst.com.  The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.  Other than an investor's own Internet access charges, we make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we have electronically filed such material with, or furnished such material to, the Securities and Exchange Commission.
 
Item 1A.  Risk Factors.

The risks listed here are not the only risks we face. Additional risks that are not presently known, or that we presently deem to be immaterial, also could have a material adverse effect on our financial condition, results of operations, business, and prospects. (See also “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” for certain forward looking statements.)

Recent Market, Legislative, and Regulatory Events

Difficult market conditions adversely affect our industry.

Dramatic declines in the housing market in 2008 and 2009, with falling home prices and increasing foreclosures, unemployment and under-employment, negatively impacted the credit performance of real estate related loans and resulted in significant write-downs of asset values by financial institutions. These write-downs, initially of mortgage-backed securities

9

TABLE OF CONTENTS

(MBS) but spreading to other securities and loans, caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility, and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets adversely affected our business, financial condition, and results of operations and any similar economic conditions could have similar or worse consequences in the future. These types of market developments also may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit and fraud losses.

Market volatility could have an adverse effect on our business.

The capital and credit markets may experience volatility and disruption. The markets could produce downward pressure on stock prices and credit availability for certain issuers without regard to their underlying financial strength. During times of market disruption and volatility, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.  Numerous facts and circumstances are considered when evaluating the carrying value of our goodwill. One of those considerations is our market capitalization, evaluated over a reasonable period of time, in relation to the aggregate estimated fair value of the reporting units. While this comparison provides some relative market information regarding the estimated fair value of the reporting units, it is not determinative and needs to be evaluated in the context of the current economic and political environment. However, significant and/or sustained declines in First Financial’s market capitalization, especially in relation to First Financial’s book value, could be an indication of potential impairment of goodwill.

Europe’s debt crisis could have a material adverse effect on our business, financial condition and liquidity.

The possibility that certain European Union (EU) member states will default on their debt obligations has negatively impacted economic conditions and global markets. The continued uncertainty over the outcome of international and the EU’s financial support programs and the possibility that other EU member states may experience similar financial troubles could further disrupt global markets. The negative impact on economic conditions and global markets could also have a material adverse effect on our liquidity, financial condition and results of operations.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led in the past to market-wide liquidity problems and could in the future lead to losses or defaults by us or by other institutions. A default or threatened default of a large institution could negatively impact the entire financial system, and could expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations.

Recently enacted and potential further financial regulatory reforms could have a significant impact on our business, financial condition and results of operations.

The Dodd-Frank Act has had and will continue to have a broad impact on the financial services industry, including significant regulatory and compliance changes. Many of the requirements called for in the Dodd-Frank Act will be implemented over time and the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of business activities, require changes to certain business practices, impose more stringent capital, liquidity and leverage requirements, or otherwise adversely affect our business. In particular, the potential impact of the Dodd-Frank Act on our operations and activities, both currently and prospectively, include, among others:

a reduction in the ability to generate or originate revenue-producing assets as a result of compliance with heightened capital standards;

increased cost of operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;

10

TABLE OF CONTENTS


a reduction in fee income due to limits on interchange fees applicable to larger institutions which could effectively reduce the fees we can charge; and

the limitation on the ability to expand consumer product and service offerings due to anticipated stricter consumer protection laws and regulations.

Further, we may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act, which may negatively impact results of operations and financial condition.

Additionally, we cannot predict whether there will be additional proposed laws or reforms that would affect the U.S. financial system or financial institutions, whether or when such changes may be adopted, how such changes may be interpreted and enforced or how such changes may affect us. However, the costs of complying with any additional laws or regulations could have a material adverse effect on our financial condition and results of operations.
 
The fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings.

The Federal Reserve Board regulates the supply of money and credit in the United States. Its policies determine in large part the cost of funds for lending and investing and the returns earned on those loans and investments, both of which affect the net interest margin. The resultant changes in interest rates can also materially decrease the value of certain financial assets we hold, such as debt securities. Its policies can also adversely affect borrowers, potentially increasing the risk that they may fail to repay their loans. Changes in Federal Reserve Board policies are beyond our control and difficult to predict; consequently, the impact of these changes on our activities and results of operations is difficult to predict.

Risks Relating to Our Business

When we loan money, commit to loan money or enter into a letter of credit or other contract with a counterparty, we incur credit risk, or the risk of losses if our borrowers do not repay their loans or our counterparties fail to perform according to the terms of their contracts .

As lending is one of our primary business activities, the credit quality of our portfolio can have a significant impact on our earnings. We estimate and establish reserves for credit risks and credit losses inherent in our total loan portfolio. This process, which is critical to our financial results and condition, requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans. As is the case with any such assessments, there is always the chance that we will fail to identify the proper factors or that we will fail to accurately estimate the impacts of factors that we identify.  In addition, large loans, letters of credit and contracts with individual counterparties in our portfolio magnify the credit risk that we face, as the impact of large borrowers and counterparties not repaying their loans or performing according to the terms of their contracts has a disproportionately significant impact on our credit losses and reserves.

Weakness in the economy and in the real estate market, including specific weakness within our geographic footprint may adversely affect us, including requiring us to take additional loan loss provisions or to write down loans.

If the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations decline, this could result in, among other things, a deterioration of credit quality or a reduced demand for credit, including a resultant effect on our loan portfolio and allowance for loan and lease losses. These factors could result in higher delinquencies and greater charge-offs in future periods, which would materially and adversely affect our financial condition and results of operations.

There is no assurance that our non-impaired loans will not become impaired or that the impaired loans will not suffer further deterioration in value. The fluctuations in national, regional and local economic conditions, including those related to local residential, commercial real estate and construction markets, which may increase the level of charge-offs that we make to our loan portfolio, and, consequently, reduce our net income. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition even if other favorable events occur.

Weakness in the real estate market, including the secondary residential mortgage loan markets, could adversely affect us.


11

TABLE OF CONTENTS

Disruptions in the secondary market for residential mortgage loans limit the market for and liquidity of many mortgage loans. The effects of mortgage market challenges, combined with reductions in residential real estate market prices and reduced levels of home sales, could adversely affect the value of collateral securing mortgage loans that we hold, mortgage loan originations, and profits on sales of mortgage loans. Such conditions could result in higher losses, write downs, and impairment charges in our mortgage and other lines of business. Declines in real estate values, home sale volumes, financial stress on borrowers as a result of job losses, interest rate resets on adjustable rate mortgage loans or other factors could have further adverse effects on borrowers that could result in higher delinquencies and greater charge-offs in future periods, which adversely affect our financial condition or results of operations. Additionally, decreases in real estate values might adversely affect the creditworthiness of state and local governments and this might result in decreased profitability or credit losses from loans made to such governments. A decline in home values or overall economic weakness could also have an adverse impact upon the value of real estate or other assets which we own upon foreclosing a loan and our ability to realize value on such assets.

Real estate volatility and future changes in our disposition strategies could result in net proceeds that differ significantly from our OREO fair value appraisals.

Our other real estate owned (OREO) portfolio consists of properties that we obtained through foreclosure or through an in-substance foreclosure in satisfaction of loans. Properties in our OREO portfolio are recorded at the lower of the recorded investment in the loans for which the properties previously served as collateral or the “fair value”, which represents the estimated sales price of the properties on the date acquired, less estimated selling costs. Generally, in determining “fair value” an orderly disposition of the property is assumed, except where a different disposition strategy is expected. Significant judgment is required in estimating the fair value of OREO, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility.

In response to market conditions and other economic factors, we may utilize alternative sale strategies other than orderly disposition as part of our OREO disposition strategy, such as immediate liquidation sales. In this event, as a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from such sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of our OREO properties.

The information that we use in managing our credit risk may be inaccurate or incomplete, which may result in an increased risk of default and otherwise have an adverse effect on our business, results of operations and financial condition.

In deciding whether to extend credit or enter into other transactions with clients and counterparties, we may rely on information furnished by or on behalf of clients and counterparties, including financial statements and other financial information. We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Although we regularly review our credit exposure to specific clients and counterparties and to specific industries that we believe may present credit concerns, default risk may arise from events or circumstances that are difficult to detect, such as fraud. Moreover, such circumstances, including fraud, may become more likely to occur and/or be detected in periods of general economic uncertainty. We may also fail to receive full information with respect to the risks of a counterparty.  In addition, in cases where we have extended credit against collateral, we may find that we are under secured, for example, as a result of sudden declines in market values that reduce the value of collateral or due to fraud with respect to such collateral. If such events or circumstances were to occur, it could result in a potential loss of revenue and have an adverse effect on our business, results of operations and financial condition.

Declining values of real estate, increases in unemployment, and the related effects on local economies may increase our credit losses, which would negatively affect our financial results.

We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Many of our loans are secured by real estate (both residential and commercial) in our market area. A major change in the real estate market, such as deterioration in the value of this collateral, or in the local or national economy, could adversely affect our customer’s ability to pay these loans, which in turn could adversely impact us. Additionally, increases in unemployment also may adversely affect the ability of certain clients to pay loans and the financial results of commercial clients in localities with higher unemployment, which may result in loan defaults and foreclosures and which may impair the value of our collateral. Loan defaults and foreclosures are unavoidable in the banking industry, and we try to limit our exposure to this risk by monitoring our extensions of credit carefully. We cannot fully eliminate credit risk, and as a result credit losses may increase in the future.

The overall economy, while showing signs of improvement, remains fragile. Deterioration in the quality of our credit portfolio could significantly increase nonperforming loans, require additional increases in loan loss reserves, elevate charge-off levels

12

TABLE OF CONTENTS

and have a material adverse effect on our capital, financial condition, and results of operations. Furthermore, given the size of our loan portfolio, it is possible that deterioration in the credit quality of one or two of our largest credits could have a material adverse effect on our capital, financial condition, and results of operations.
 
Our allowance for loan and lease losses may prove to be insufficient to absorb losses in our loan portfolio.

Like all financial institutions, we maintain an allowance for loan and lease losses to provide for loans in our portfolio that may not be repaid in their entirety. We believe that our allowance for loan and lease losses is maintained at a level adequate to absorb probable losses inherent in our loan portfolio as of the corresponding balance sheet date. However, our allowance for loan and lease losses may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our operating results. The accounting measurements related to impairment and the allowance for loan and lease losses require significant estimates which are subject to uncertainty and change related to new information and changing circumstances. Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding our borrowers’ abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors. Because of the degree of uncertainty and susceptibility of these factors to change, our actual losses may vary from our current estimates.

Our regulators, as an integral part of their examination process, periodically review our allowance for loan and lease losses and may require us to increase our allowance for loan and lease losses by recognizing additional provisions for losses charged to expense, or to decrease our allowance for loan and lease losses by recognizing loan charge-offs, net of recoveries. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

Fluctuations in the allowance for loan and lease losses are not uncommon primarily as a result of changing economic conditions.

The introduction, implementation, withdrawal, success and timing of business initiatives and strategies, including, but not limited to, the opening of new banking centers or entering into new product lines, may be less successful or may be different than anticipated, which could adversely affect our business.

The Bank makes certain projections and develops plans and strategies for its banking and financial products. If we do not accurately determine demand for our banking and financial products, it could result in us incurring significant expenses without the anticipated increases in revenue, which could result in a material adverse effect on its our business.

Changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital or liquidity.

Given our business mix, and the fact that most of the assets and liabilities are financial in nature, we tend to be sensitive to market interest rate movements and the performance of the financial markets. In addition to the impact of the general economy, changes in interest rates or in valuations in the debt or equity markets could directly impact us in one or more of the following ways:

the yield on earning assets and rates paid on interest bearing liabilities may change in disproportionate ways;

the value of certain balance sheet and off-balance sheet financial instruments or the value of equity investments that we hold could decline;

the value of assets for which we provide processing services could decline;

the demand for loans and refinancings may decline, which could negatively impact income related to loan originations; or

to the extent we access capital markets to raise funds to support our business, such changes could affect the cost of such funds or the ability to raise such funds.
 
Although we have implemented procedures we believe will reduce the potential effects of changes in interest rates on our results of operations, these procedures may not always be successful. In addition, any substantial or prolonged change in market interest rates could adversely affect our financial condition, results of operation and liquidity.


13

TABLE OF CONTENTS

We may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations, and financial condition.

When we sell mortgage loans, whether as whole loans or pursuant to a securitization, we are required to make customary representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated. Our whole loan sale agreements require us to repurchase or substitute mortgage loans in the event we breach any of these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of borrower fraud. Likewise, we are required to repurchase or substitute mortgage loans if we breach a representation or warranty in connection with our securitizations. While we have taken steps to enhance our underwriting policies and procedures, there can be no assurance that these steps will be effective or reduce risk associated with loans sold in the past. If the level of repurchase and indemnity activity becomes material, our liquidity, results of operations and financial condition will be adversely affected.

Clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding.

Checking and savings account balances and other forms of client deposits could decrease if clients perceive alternative investments as providing superior expected returns. When clients move money out of bank deposits in favor of alternative investments, we can lose a relatively inexpensive source of funds, increasing our funding costs.
 
Consumers may decide not to use banks to complete their financial transactions, which could affect net income.

Technology and other changes now allow parties to complete financial transactions without banks. For example, consumers can pay bills and transfer funds directly without banks. This process could result in the loss of fee income, as well as the loss of client deposits and the income generated from those deposits, as well as increasing our funding costs.

Our asset management business subjects us to a variety of risks.

At December 31, 2014, we had $2.4 billion in assets under management.  A sharp decline in the stock market could negatively impact the amount of assets under management and thus subject our earnings to a broader variety of risks and uncertainties.

Negative public opinion could damage our reputation and adversely impact business and revenues.

As a financial institution, our earnings and capital are subject to risks associated with negative public opinion. Negative public opinion could result from our actual or alleged conduct in any number of activities, including lending practices, the failure of any product or service sold by us to meet our clients’ expectations or applicable regulatory requirements, corporate governance and acquisitions, or from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect our ability to keep and attract and/or retain clients and can expose us to litigation and regulatory action. Actual or alleged misconduct by one of our businesses can result in negative public opinion about our other businesses. Negative public opinion could also affect our ability to borrow funds in the unsecured wholesale debt markets.

We rely on other companies to provide key components of our business infrastructure.

Third parties provide key components of our business infrastructure such as banking services, processing, and Internet connections and network access. Any disruption in such services provided by these third parties or any failure of these third parties to handle current or higher volumes of use could adversely affect our ability to deliver products and services to clients and otherwise to conduct business. Technological or financial difficulties of a third party service provider could adversely affect our business to the extent those difficulties result in the interruption or discontinuation of services provided by that party. These vendors provide services that support our operations, including the storage and processing of sensitive consumer and business customer data, as well as our sales efforts.  A cyber security breach of a vendor's system may result in theft of our data or disruption of business processes.  A material breach of customer data security at a service provider's site may negatively impact our business reputation and cause a loss of customers, result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions, and may result in litigation.  In most cases, we will remain primarily liable to our customers for losses arising from a breach of a vendor's data security system.  We rely on our outsourced service providers to implement and maintain prudent cyber security controls.  Furthermore, we may not be insured against all types of losses as a result of third party failures and our insurance coverage may be inadequate to cover all losses resulting from system failures or other disruptions. Failures in our business infrastructure could interrupt the operations or increase the costs of doing business.


14

TABLE OF CONTENTS

We rely on our systems, employees, and certain counterparties, and certain failures, such as a security breach, could materially adversely affect our operations.

We are exposed to many types of operational risk, including the risk of fraud by employees and outsiders, clerical and record-keeping errors, and computer/telecommunications systems malfunctions. Our businesses are dependent on our ability to process a large number of increasingly complex transactions. If any of our financial, accounting, or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected. A cyber security breach may result in theft of such data or disruption of our transaction processing systems.  We depend on internal systems and outsourced technology to support these data storage and processing operations. Our inability to use or access these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations. 

A material breach of customer data security may negatively impact our business reputation and cause a loss of customers, result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions, and may result in class action litigation.  Cyber security risk management programs are expensive to maintain and will not protect us from all risks associated with maintaining the security of customer data and our proprietary data from external and internal intrusions, disaster recovery and failures in the controls used by our vendors.  In addition, Congress and the legislatures of states in which we operate regularly consider legislation that would impose more stringent data privacy requirements.

We are similarly dependent on our employees. We could be materially adversely affected if one of our employees causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with which we do business could also be sources of operational risk to us, including relating to break-downs or failures of such parties’ own systems or employees.

Any of these occurrences could result in our diminished ability to operate one or more of our businesses, potential liability to clients, reputational damage and regulatory intervention, which could materially adversely affect us. We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses or electrical or telecommunications outages or natural disasters, or events arising from local or regional politics, including terrorist acts. Such disruptions may give rise to losses in service to clients and loss or liability to us. In addition there is the risk that our controls and procedures as well as business continuity and data security systems prove to be inadequate. Any such failure could affect our operations and could materially adversely affect our results of operations by requiring us to expend significant resources to correct the defect, as well as by exposing us to litigation or losses not covered by insurance.

We May Be Subject to General Claims and Litigation Liability.

In the ordinary course of business, we may be named as defendant or may otherwise face claims or legal action, including class actions, from a variety of sources including, among others, customers, vendors, regulatory agencies, employees, federal, state or local governments. Such claims or legal action may include, among others, breach of contract, breach of fiduciary duty, discrimination, harassment, fraud, and infringement of patents, copyrights or trademarks. Such claims or legal action may also make demands for substantial monetary damages and require substantial amounts of time and resources to defend. Should we be named as defendant or otherwise face such claims or legal actions, there can be no assurance that we would be successful in its defense against such actions, which could have a material adverse impact on our financial position, results of operations and liquidity. Additional information related to litigation is included in Note 6 to the consolidated financial statements and in Item 3, Part I of this Annual Report on Form 10-K.

Regulation by federal and state agencies could adversely affect the business, revenue, and profit margins.

We are heavily regulated by federal and state agencies. This regulation is to protect depositors, the federal deposit insurance fund and the banking system as a whole. Congress and state legislatures and federal and state regulatory agencies continually review banking laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including interpretation or implementation of statutes, regulations, or policies, could affect us adversely, including limiting the types of financial services and products we may offer and/or increasing the ability of non-banks to offer competing financial services and products. Also, if we do not comply with laws, regulations, or policies, we could receive regulatory sanctions and damage to our reputation.

Competition in the financial services industry is intense and could result in losing business or reducing margins.


15

TABLE OF CONTENTS

We operate in a highly competitive industry that could become even more competitive as a result of legislative, regulatory and technological changes, and continued consolidation. We face aggressive competition from other domestic and foreign lending institutions and from numerous other providers of financial services. The ability of non-banking financial institutions to provide services previously limited to commercial banks has intensified competition. Because non-banking financial institutions are not subject to the same regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility and lower cost structures. Securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. This may significantly change the competitive environment in which we conduct business. Some of our competitors have greater financial resources and/or face fewer regulatory constraints. As a result of these various sources of competition, we could lose business to competitors or be forced to price products and services on less advantageous terms to retain or attract clients, either of which would adversely affect our profitability.

Future legislation could harm our competitive position.

Federal, state, and local legislatures increasingly have been considering proposals to substantially change the financial institution regulatory system and to expand or contract the powers of banking institutions and bank holding companies. Various legislative bodies have also recently been considering altering the existing framework governing creditors’ rights, including legislation that would result in or allow loan modifications of various sorts. Such legislation may change banking statutes and the operating environment in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our activities, financial condition, or results of operations.

Maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services.

Our success depends, in part, on our ability to adapt products and services to evolving industry standards. There is increasing pressure to provide products and services at lower prices. This can reduce net interest income and noninterest income from fee-based products and services. In addition, the widespread adoption of new technologies could require us to make substantial capital expenditures to modify or adapt existing products and services or develop new products and services. We may not be successful in introducing new products and services in response to industry trends or development in technology or those new
products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases.

We may not pay dividends on our common shares.

Holders of our common shares are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments. Although we have historically declared cash dividends on our common shares, we are not required to do so and may reduce or eliminate our common share dividend in the future. Additionally, our funds to pay dividends rely in large part on dividends paid to us by the Bank, which are subject to regulatory restrictions in certain circumstances. A reduction in our dividend rate could adversely affect the market price of our common shares.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common shares.

Generally, we are not restricted from issuing additional common shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common shares. We are currently authorized to issue up to 160 million common shares, of which 61,456,547 shares are outstanding at December 31, 2014 . Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares, and our shareholders do not have preemptive rights to purchase newly issued shares. These authorized but unissued shares could be issued on terms or in circumstances that could dilute the interests of other shareholders.

The issuance of additional common shares as a result of the exercise of our outstanding warrants or the issuance of securities convertible or exercisable into common shares would dilute the ownership interest of our existing common shareholders.  The market price of our common shares could decline as a result of an equity offering as well as other sales of a large block of common shares or similar securities in the market after this offering, or the perception that such sales could occur.

Our liquidity is dependent upon our ability to receive dividends from our subsidiaries, which accounts for most of our revenue and could affect our ability to pay dividends, and we may be unable to enhance liquidity from other sources.

We are a separate and distinct legal entity from our subsidiaries, notably First Financial Bank. We receive substantially all of our revenue from dividends from our subsidiaries. These dividends are the principal source of funds to pay dividends on our

16

TABLE OF CONTENTS

common shares and interest and principal on our debt. Various federal and/or state laws and regulations limit or restrict the amount of dividends that the Bank and certain of our non-bank subsidiaries may pay us. Additionally, if our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, we may not be able to make dividend payments to our common shareholders.

To enhance liquidity, we may from time to time borrow under credit facilities or other indebtedness. Turbulence in the capital and credit markets may cause many lenders and institutional investors to reduce or cease to provide funding to borrowers and, as a result, we may not be able to further increase liquidity through additional borrowings.

Limitations on our ability to receive dividends from our subsidiaries or an inability to increase liquidity through additional borrowings, or inability to maintain, renew or replace existing credit facilities, could have a material adverse effect on our liquidity and on our ability to pay dividends on our common shares and interest and principal on our debt.

Our results of operations depend upon the results of operations of our subsidiaries.

We are a holding company that conducts substantially all of our operations through the Bank and other subsidiaries. As a result, our ability to make dividend payments on our common shares will depend primarily upon the receipt of dividends and other distributions from the Bank and our subsidiaries. There are various regulatory restrictions on the ability of the Bank to pay dividends or make other payments to us. As of the close of business on December 31, 2014 , the Bank had $35.1 million available to pay dividends to First Financial without prior regulatory approval.

Significant legal actions could subject us to substantial uninsured liabilities.

We are from time to time subject to claims related to our operations. These claims and legal actions, including supervisory actions by our regulators, could involve large monetary claims and significant defense costs. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects. We may be exposed to substantial uninsured liabilities, which could adversely affect our results of operations and financial condition.

If our regulators deem it appropriate, they can take regulatory actions that could impact our ability to compete for new business, constrain our ability to fund our liquidity needs, and increase the cost of our services.

First Financial and its subsidiaries are subject to the supervision and regulation of various State and Federal regulators, including the OCC, the Federal Reserve Board, the FDIC, SEC, the Financial Industry Regulatory Authority (FINRA), and various state regulatory agencies. As such, we are subject to a wide variety of laws and regulations. As part of their supervisory process, which includes periodic examinations and continuous monitoring, the regulators have the authority to impose restrictions or conditions on our activities and the manner in which we manage the organization. These actions could impact the organization in a variety of ways, including subjecting us to monetary fines, restricting our ability to pay dividends, precluding mergers or acquisitions, limiting our ability to offer certain products or services, or imposing additional capital, operating, or oversight requirements.

Disruptions in our ability to access capital markets may negatively affect our capital resources and liquidity.

In managing our consolidated balance sheet, we depend on wholesale capital markets to provide us with sufficient capital resources and liquidity to meet our commitments and business needs, and to accommodate the transaction and cash management needs of our clients. Other sources of funding available to us, and upon which we rely as regular components of our liquidity risk management strategy, include inter-bank borrowings, repurchase agreements, and borrowings from the Federal Home Loan Bank system. Any occurrence that may limit our access to these sources, such as a decline in the confidence of debt purchasers or our depositors or counterparties participating in the capital markets, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity.

Management’s ability to retain key officers and employees may change.

Our future operating results depend substantially upon the continued service of our executive officers and key personnel. Our future operating results also depend in significant part upon our ability to attract and retain qualified management, lending, financial, technical, marketing, sales, and support personnel. Competition for qualified personnel is intense and we cannot ensure success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for us to hire personnel over time.


17

TABLE OF CONTENTS

Our ability to retain key officers and employees may be further impacted by legislation and regulation affecting the financial services industry. For example, legislation and bank regulatory action that places restrictions on executive compensation at, and the pay practices of, financial institutions may further impact management's ability to compete for talent with other industries that are not subject to the same limitations as financial institutions.
 
Our business, financial condition, or results of operations could be materially adversely affected by the loss of any of its key employees, or our inability to attract and retain skilled employees.

Potential acquisitions may disrupt our business and dilute shareholder value and we may not be able to successfully consummate or integrate such acquisitions.

Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things:

potential exposure to unknown or contingent liabilities of the target company;

exposure to potential asset quality issues of the target company;

difficulty and expense of integrating the operations and personnel of the target company;

difficulty or added costs in the wind-down of non-strategic operations;

potential disruption to our business;

potential diversion of our management’s time and attention;

the possible loss of key employees and customers of the target company;

difficulty in estimating the value (including goodwill) of the target company;

difficulty in receiving appropriate regulatory approval for any proposed transaction;

difficulty in estimating the fair value of acquired assets, liabilities and derivatives of the target company; and

potential changes in accounting, banking, or tax laws or regulations that may affect the target company.

We regularly evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. As a result, merger or acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions involving cash, debt or equity securities may occur at any time. Acquisitions could involve the payment of a premium over book and market values, and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction.

Any merger or acquisition opportunity that we decide to pursue will ultimately be subject to regulatory approval and other closing conditions. We may expend substantial time and resources pursuing potential acquisitions which may not be consummated because regulatory approval is not received or other closing conditions are not satisfied. In addition, our existing credit facility and the terms of other indebtedness that we may subsequently incur may restrict our ability to consummate certain acquisitions. Additionally, the banking regulators and applicable regulations may restrict our ability to engage in acquisitions under certain circumstances. Furthermore, any difficulty integrating businesses acquired as a result of a merger or acquisition and the failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from an acquisition could have an adverse impact on our liquidity, results of operations, and financial condition and any such integration could divert management’s time and attention from managing our company in an effective manner and could be significantly more expensive than we anticipate.

Our accounting policies and processes are critical to how we report our financial condition and results of operations. They require management to make estimates about matters that are uncertain.

Accounting policies and processes are fundamental to how we record and report the financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and processes so they comply with Generally Accepted Accounting Principles in the United States (GAAP).

18

TABLE OF CONTENTS


Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets, liabilities, commitments, and contingencies. A variety of factors could affect the ultimate valuation that is made either when recording income, recognizing an expense, recovering an asset, valuing an asset or liability, or reducing a liability. We have established detailed policies and control procedures that are intended to ensure these critical accounting estimates and judgments are well controlled and applied consistently. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. Because of the uncertainty surrounding our judgments and the estimates pertaining to these matters, we cannot guarantee that we will not be required to adjust accounting policies or restate prior period financial statements.

See the “Critical Accounting Policies” in the MD&A and Note 1, “Summary Of Significant Accounting Policies,” to the Consolidated Financial Statements, in our Annual Report on Form 10-K for the year ended December 31, 2014 for more information.

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

From time to time, the Financial Accounting Standards Board (FASB) and SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in us restating prior period financial statements.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Securities and Exchange Act of 1934 (Exchange Act) is accurately accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, that alternative reasoned judgments can be drawn, or that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Our financial instruments carried at fair value expose us to certain market risks.

We maintain an available for sale investment securities portfolio which includes assets with various types of instruments and maturities.  At times, we also maintain certain assets that are classified and accounted for as trading assets. The changes in fair value of the available for sale securities are recognized in shareholders' equity as a component of other comprehensive income. The changes in fair value of financial instruments classified as trading assets are carried at fair value and recognized in earnings. The fair value of financial instruments carried at fair value is exposed to market risks related to changes in interest rates and market liquidity. We manage the market risks associated with these instruments through broad asset/liability management strategies. Changes in the market values of these financial instruments could have a material adverse impact on our financial condition or results of operations. We may classify additional financial assets or financial liabilities at fair value in the future.
 
Our revenues derived from our investment securities may be volatile and subject to a variety of risks.

We generally maintain investment securities and trading positions in the fixed income markets. Unrealized gains and losses associated with our investment portfolio and mark to market gains and losses associated with our trading portfolio are affected by many factors, including our credit position, interest rate volatility, volatility in capital markets, and other economic factors. Our return on such investments could experience volatility and such volatility may materially adversely affect our financial condition and results of operations. Additionally, accounting regulations may require us to record a charge prior to the actual realization of a loss when market valuations of such securities are impaired and such impairment is considered to be other than temporary.


19

TABLE OF CONTENTS

We are subject to ongoing tax examinations in various jurisdictions. The Internal Revenue Service and other taxing jurisdictions may propose various adjustments to our previously filed tax returns. It is possible that the ultimate resolution of such proposed adjustments, if unfavorable, may be material to the results of operations in the period it occurs.

In the ordinary course of business, we operate in various taxing jurisdictions and are subject to income and non-income taxes. The effective tax rate is based in part on our interpretation of the relevant current tax laws. We believe the aggregate liabilities related to taxes are appropriately reflected in our consolidated financial statements. We review the appropriate tax treatment of all transactions taking into consideration statutory, judicial, and regulatory guidance in the context of our tax positions. In addition, we rely on various tax opinions, recent tax audits, and historical experience.

From time to time, we engage in business transactions that may have an effect on our tax liabilities. Where appropriate, we have obtained opinions of outside experts and have assessed the relative merits and risks of the appropriate tax treatment of business transactions taking into account statutory, judicial, and regulatory guidance in the context of the tax position. However, changes to our estimates of accrued taxes can occur due to changes in tax rates, implementation of new business strategies, resolution of issues with taxing authorities regarding previously taken tax positions prior to acquisition and newly enacted statutory, judicial, and regulatory guidance. Such changes could affect the amount of our accrued taxes and could be material to our financial position and/or results of operations.  In addition, the tax treatment of FDIC-assisted acquisitions is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the acquisition dates.

In the event the Internal Revenue Service, State of Ohio, or other state tax officials propose adjustments to our previously filed tax returns (or those of our subsidiaries), it is possible that the ultimate resolution of the proposed adjustments, if unfavorable, may be material to the results of operations in the period it occurs.

Changes in tax laws could adversely affect our performance .

We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes. Changes to our taxes could have a material adverse effect on our results of operations. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products. In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested.

The benefits of our FDIC loss-sharing agreements may be reduced or eliminated.

In connection with the Bank’s assumption of the banking operations of Peoples, Irwin Union Bank and Irwin FSB, the Bank and the FDIC entered into Whole Bank Purchase and Assumption Agreements with Loss-Share.  Our decisions regarding the fair value of assets acquired, including the FDIC loss-sharing assets, could be inaccurate which could materially and adversely affect our business, financial condition, results of operations, and future prospects .   Management makes various assumptions and judgments about the collectibility of the acquired loans, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans. In FDIC-assisted acquisitions that include loss-sharing agreements, we record a loss-sharing asset that reflects our estimate of the timing and amount of future losses that are anticipated to occur in, and used to value, the acquired loan portfolio. In determining the size of the loss-sharing asset, we analyze the loan portfolio based on historical loss experience, volume and classification of loans, volume and trends in delinquencies and nonaccruals, local economic conditions, and other pertinent information.

If our assumptions relating to the timing or amount of expected losses are incorrect, there could be a negative impact on our operating results.  Increases in the amount of future losses in response to different economic conditions or adverse developments in the acquired loan portfolio may result in increased credit loss provisions.  Changes in our estimate of the timing of those losses, specifically if those losses are to occur beyond the applicable loss-sharing periods, may result in impairments of the FDIC indemnification asset.

Under the Purchase and Assumption Agreements, loss-sharing coverage for loans that are not single family residential loans expired in 2014. Loss-sharing coverage for single family residential loans will expire ten years from each respective acquisition date.

Item 1B.  Unresolved Staff Comments.
None.


20

TABLE OF CONTENTS

Item 2.  Properties.
At December 31, 2014, the Company operates from 106 banking centers.  Our strategic operating markets are located within the three state regions of Ohio, Indiana, and Kentucky, where we operate 61 banking centers located in Ohio, as well as First Financial's executive office in Cincinnati, Ohio; 41 banking centers located in Indiana; and four banking centers located in Kentucky.

Item 3.  Legal Proceedings.
We are from time to time engaged in various matters of litigation assertions of improper or fraudulent loan practices or lending violations, and other matters, and we have a number of unresolved claims pending. In addition, as part of the ordinary course of business, we are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral, and foreclosure interests, that are incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, we believe that damages, if any, and other amounts relating to pending matters are not likely to be material to our consolidated financial position or results of operations, except as described above. Reserves are established for these various matters of litigation, when appropriate under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel.

On at least a quarterly basis, First Financial assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. For those matters where it is probable that First Financial will incur a loss and the amount of the loss can be reasonably estimated, First Financial records a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, First Financial has not accrued legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, First Financial’s management believes that its established legal reserves are currently adequate. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to First Financial’s consolidated financial position, consolidated results of operations or consolidated cash flows.
 
Item 4. Mine Safety Disclosures.
Not applicable.

21

TABLE OF CONTENTS


Supplemental Item. Executive Officers of the Registrant.

The following table sets forth information concerning the executive officers of First Financial as of February 10, 2015. The executive officers are either officers of First Financial or officers of a subsidiary of First Financial, as indicated in the below table, who perform policy-making functions for First Financial. The officers are elected annually at the organizational meetings of the boards of directors of their respective affiliates and serve until the next organizational meeting, or until their successors are elected and duly qualified.
 
 
Position with
First Financial Bancorp
 
Position with
First Financial Bank
 
Age
Claude E. Davis
 
Chief Executive Officer
 
Chief Executive Officer
 
54
 
 
 
 
 
 
 
Anthony M. Stollings
 
President, Chief Operating Officer
 
Chief Operating Officer
 
60
 
 
 
 
 
 
 
John M. Gavigan
 
Chief Financial Officer and Principal Accounting Officer
 
Chief Financial Officer and Principal Accounting Officer
 
36
 
 
 
 
 
 
 
Matthew B. Burgess
 
Chief Internal Auditor
 
Chief Internal Auditor
 
55
 
 
 
 
 
 
 
Holly M. Foster
 
Chief Compliance Officer
 
Chief Compliance Officer
 
38
 
 
 
 
 
 
 
Shannon M. Kuhl
 
Chief Legal Officer and Corporate Secretary
 
Chief Legal Officer and Corporate Secretary
 
44
 
 
 
 
 
 
 
Alisa E. Poe
 
Chief of Staff and Chief Talent Officer
 
Chief of Staff and Chief Talent Officer
 
53
 
 
 
 
 
 
 
William J. Sorg
 
Chief Risk Officer
 
Chief Risk Officer
 
41
 
 
 
 
 
 
 
Richard Barbercheck
 
 
 
Chief Credit Officer
 
57
 
 
 
 
 
 
 
Kevin T. Langford
 
 
 
President, Community Banking
 
47
 
 
 
 
 
 
 
C. Douglas Lefferson
 
 
 
President, Community Banking
 
50
 
 
 
 
 
 
 
Bradley J. Ringwald
 
 
 
President, Specialty Banking
 
41
 
 
 
 
 
 
 
Jill A. Stanton
 
 
 
President, Mortgage Banking
 
52

The following is a brief description of the business experience over the past five years of the individuals named above.

Claude E. Davis — Claude Davis has held the position of Chief Executive Officer of both First Financial Bancorp and First Financial Bank since October 1, 2004. He has served on the board of directors of each of First Financial Bancorp and First Financial Bank since October 1, 2004 and also has been Chairman of the Board of Directors of First Financial Bank since October 1, 2004. From October 1, 2004 until December 1, 2014, Mr. Davis held the title of President First Financial Bancorp. From October 1, 2004 until August 20, 2013, Mr. Davis held the title of President of First Financial Bank. Prior to joining First Financial, Mr. Davis spent 17 years with Irwin Financial Corporation in various executive positions.

Anthony M. Stollings Anthony Stollings presently holds the title of President and Chief Operating Officer of First Financial Bancorp and Chief Operating Officer of First Financial Bank following his appointment to these positions in December 2014. He served as the Chief Financial Officer of each of First Financial Bancorp and First Financial Bank from January 2013

22

TABLE OF CONTENTS

through November 2014. Mr. Stollings also served as the Chief Risk Officer of each of First Financial Bancorp and First Financial Bank from September 2011 through January 2013. Mr. Stollings served as the Chief Accounting Officer of each of First Financial Bancorp and First Financial Bank from his hire in December 2006 until September 2011. He previously spent 13 years with Provident Financial Group, Inc., a commercial banking and financial services company headquartered in Cincinnati, Ohio, where he was the Senior Vice President, Chief Accounting Officer and Controller from 2002 to 2004 and Senior Vice President and Controller from 1998 to 2002.

John M. Gavigan John Gavigan was appointed Chief Financial Officer of First Financial Bancorp and First Financial Bank in December 2014, where he is responsible for the Company’s Finance, Accounting, Treasury and Investor Relations areas. He previously served as Corporate Controller from 2011 through 2014 and as Assistant Controller from 2008 through 2011. Mr. Gavigan is a certified public accountant (inactive).

Matthew B. Burgess — Matt Burgess is the Chief Internal Auditor of each of First Financial Bancorp and First Financial Bank, a role he has held since joining First Financial in October 2011. Before joining First Financial, he was the Internal Audit Leader for GE Capital Retail Bank from 2010 until October 2011 and an Audit Director of Ally Financial Services from 2007 through 2009. Mr. Burgess is a certified public accountant, certified internal auditor (CIA), and certified information systems auditor (CISA).

Holly M. Foster — Holly Foster was appointed the Chief Compliance Officer of each of First Financial Bancorp and First Financial Bank in December 2014. Before her current role, she served as the Chief Risk Officer for each of First Financial Bancorp and First Financial Bank from February 2013 until December 2014. Ms. Foster served as Operational Risk Director from 2010 unti 2013 and as Compliance Officer and Regulatory Risk Manager from 2006 until 2010. She has been employed with the company since 1999.

Shannon M. Kuhl — Shannon Kuhl was appointed the Chief Legal Officer of First Financial Bancorp and First Financial Bank effective November 2013. She served as Chief Bank Counsel from August 2013 until November 2013. Ms. Kuhl served as Associate General Counsel from her hire in 2006 until August 2013.

Alisa E. Poe — Alisa Poe presently holds the positions of Chief Talent Officer, to which she was appointed in April 2010, and Chief of Staff, to which she was appointed in January 2014. She holds these positions for both First Financial Bancorp and First Financial Bank. Ms. Poe joined the company in September 2009 as Chief Human Resources Officer. Prior to joining First Financial, Ms. Poe was employed by The Midland Company and Structural Dynamics Research Corporation where she held various leadership roles in human resources, compensation and benefit management and corporate administration. Ms. Poe has over 25 years of experience in the human resources profession.

William J. Sorg — William “Skip” Sorg was appointed as the Chief Risk Officer of First Financial Bancorp and First Financial Bank effective December 1, 2014. He previously served as the First Vice President of Financial Planning and Balance Sheet Management from April 2013 through November 2014. Mr. Sorg joined First Financial in October 2009 as the Vice President of Asset Liability Management, a position he held through March 2013.

Richard Barbercheck Richard Barbercheck was appointed to the position of Chief Credit Officer in July 2006. He first joined First Financial in 2005 as the Chief Risk Officer. Prior to joining First Financial, Mr. Barbercheck oversaw the Credit Risk Evaluation Group at Irwin Financial Corporation. Earlier in his career he served at several banks in executive-level positions located in southern Indiana. Mr. Barbercheck has over 33 years of banking experience with a predominance of experience in the commercial lending and credit administration areas.

Kevin T. Langford — Kevin Langford presently holds the position of President, Community Banking of First Financial Bank. He was appointed to this position effective December 2014 and focuses his attention on First Financial’s Indiana operations. Mr. Langford served as President, Western Markets and President, Consumer Banking from September 2013 until December 2014. He served as the Chief Administrative Officer of First Financial from April 2011 until September 2013. Mr. Langford joined First Financial in January 2006 as the Chief Information Officer.

C. Douglas Lefferson — Doug Lefferson presently holds the position of President, Community Banking of First Financial Bank. He was appointed to this position effective December 2014 and focuses his attention on First Financial’s Ohio and Kentucky operations. Mr. Lefferson previously served as President, Eastern Markets effective January 2014 until December 2014 and as President, Commercial Banking and Wealth Management from September 2013 until January 2014. He served as the Chief Banking Officer of First Financial Bank from November 2010 until September 2013. Mr. Lefferson also previously served as the Chief Operating Officer of First Financial Bancorp and First Financial Bank from April 2005 until November 2010 and as the Chief Financial Officer of First Financial Bancorp and First Financial Bank from January 2002 until April

23

TABLE OF CONTENTS

2005. Mr. Lefferson joined First Financial in 1986 and has spent his entire banking career in various positions within the company.

Bradley J. Ringwald — Mr. Ringwald was appointed President, Specialty Banking of First Financial Bank in July 2014. In this role, he is responsible for business capital lending, equipment financing and franchise lending. Prior to his current role, he was the President of Corporate Banking from September 2013 until July 2014, the Commercial and Industrial Lending Product Manager from July 2011 to September 2013, and the Senior Vice President of Commercial and Industrial Lending from February 2010 to July 2011. Mr. Ringwald first joined First Financial in 2006 as the Special Assets Manager. Prior to joining First Financial Bank, he held positions in special assets and asset based lending at several regional financial institutions.  Mr. Ringwald has over 19 years of commercial banking experience and is a certified public accountant (inactive).

Jill A. Stanton — Jill Stanton presently serves as the President, Mortgage Banking, a position she has held since September 2013. She previously served as the Co-Chief Retail Banking Officer from June 2010 until September 2013. Ms. Stanton joined First Financial as the Senior Vice President of Retail and Small Business Lending in 2008. Prior to joining First Financial, she served as Senior Vice President at Irwin Union Bank and Trust Company, Columbus, Indiana. Ms. Stanton has over 25 years of experience within the financial services industry.



24

TABLE OF CONTENTS

PART II

Item 5 . Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)            Market information, holders, dividends
First Financial's common shares are listed on The NASDAQ Global Select Stock Market® under the symbol "FFBC". The information contained in the “Quarterly Financial And Common Stock Data” in First Financial’s Annual Report to Shareholders for the year ended December 31, 2014 with respect to our stock price and dividends, is incorporated herein by reference in response to this item.

As of February 23, 2015, our common stock was held by approximately 2,736 shareholders of record, a number that does not include beneficial owners who hold shares in “street name”, or shareholders from previously acquired companies that have not exchanged their stock. At December 31, 2014 , a total of 413,126 stock options and 494,452 shares of restricted stock were outstanding. Additional information about stock options, restricted stock and restricted stock units is included in Note 17 of the Notes to Consolidated Financial Statements in First Financial’s 2014 Annual Report and in Item 12 below.
The payment of future cash dividends is at the discretion of our Board and subject to a number of factors, including results of operations, general business conditions, growth, financial condition and other factors deemed relevant by the Board of Directors. Further, our ability to pay future cash dividends is subject to certain regulatory requirements and restrictions discussed in the Supervision and Regulation section in Item 1 above. For further information see Note 3 of the Notes to Consolidated Financial Statements of First Financial's 2014 Annual Report (included as Exhibit 13 of this report), which is incorporated by reference in response to this item.
We have a dividend reinvestment plan that permits shareholder participants to purchase shares at the then-current market price in lieu of the receipt of cash dividends. Shares issued in connection with the dividend reinvestment plan are purchased in open market transactions.

25

TABLE OF CONTENTS

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2014 with respect to compensation plans under which of our common shares may be issued:

Securities authorized for issuance under equity compensation plans

 
 
Number of securities to be
 issued upon exercise of
 outstanding options,
warrants and rights
 
Weighted-average exercise price of outstanding options, warrants and rights
 
Number of securities
 remaining available for
 future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Plan category
 
(a)
 
(b)
 
(c) (1)
Equity compensation plans approved by security holders
 
413,126

 
$
14.32

 
1,276,243

Equity compensation plans not approved by security holders
 
N/A

 
N/A

 
N/A


(1)
The securities included in this column are available for issuance under the First Financial Bancorp. 2012 Stock Plan (2012 Plan), 2009 Employee Stock Plan (Stock Plan), Amended and Restated 2009 Non-Employee Director Stock Plan (Director Plan), 1999 Stock Option Plan for Non-Employee Directors (1999 Directors Plan) and the 1999 Stock Incentive Plan for Officers and Employees (Incentive Plan).  All five plans include provisions regarding adjustments to the number of securities available for future issuance under the respective plans in the event of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of First Financial affecting First Financial’s common shares.  In any of the foregoing events, the Director Plan permits the Board of Directors and the Incentive Plan permits the Board of Directors or the Compensation Committee to make such substitution or adjustments in the aggregate number and kind of shares available for issuance under the respective plans as the Board of Directors (or, in the cases of the Stock Plan and the Incentive Plan, the Compensation Committee) may determine to be appropriate in its sole discretion.  Of the securities reported in column (c) 7,371 are available for future issuance under the Director Plan and 1,268,872 are available under the 2012 Plan.

N/A - Not applicable.

Stock Performance Graph
The stock performance graph contained in “Total Return to Shareholders” of First Financial's 2014 Annual Report (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item.

(b)
Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
 

26

TABLE OF CONTENTS

(c)
The following table shows the total number of shares repurchased in the fourth quarter of 2014.

Issuer Purchases of Equity Securities
 
 
(a)
 
(b)
 
(c)
 
(d)
Period
 
Total Number 
of Shares 
Purchased  (1)
 
Average 
Price Paid 
Per Share
 
Total Number of 
Shares Purchased as 
Part of Publicly 
Announced Plans  (2)
 
Maximum Number of
Shares that may yet 
be purchased Under 
the Plans
October 1 to October 31, 2014
 
 
 
 
 
 
 
 
Share repurchase program
 
0

 
$
0.00

 
0

 
3,749,100

Director Fee Stock Plan
 
0

 
0.00

 
N/A

 
N/A

Stock Plans
 
0

 
0.00

 
N/A

 
N/A

November 1 to November 30, 2014
 
 

 
 

 
 

 
 

Share repurchase program
 
0

 
$
0.00

 
0

 
3,749,100

Director Fee Stock Plan
 
0

 
0.00

 
N/A

 
N/A

Stock Plans
 
48,862

 
18.05

 
N/A

 
N/A

December 1 to December 31, 2014
 
 

 
 

 
 

 
 

Share repurchase program
 
0

 
$
0.00

 
0

 
3,749,100

Director Fee Stock Plan
 
0

 
0.00

 
N/A

 
N/A

Stock Plans
 
225,709

 
18.57

 
N/A

 
N/A

Total
 
 

 
 

 
 

 
 

Share repurchase program
 
0

 
$
0.00

 
0

 
 

Director Fee Stock Plan
 
0

 
$
0.00

 
N/A

 
 

Stock Plans
 
274,571

 
$
18.48

 
N/A

 
 


(1)
Except with respect to the share repurchase program, the number of shares purchased in column (a) and the average price paid per share in column (b) include the purchase of shares other than through publicly announced plans.  The shares purchased other than through publicly announced plans were purchased pursuant to First Financial’s Director Fee Stock Plan, 1999 Stock Option Plan for Non-Employee Directors, 1999 Stock Incentive Plan for Officers and Employees, 2009 Employee Stock Plan, Amended and Restated 2009 Non-Employee Director Stock Plan and 2012 Stock Plan (the last five plans are referred to hereafter as the Stock Plans).  The table shows the number of shares purchased pursuant to those plans and the average price paid per share.  Purchases for the Director Fee Stock Plan were made in open-market transactions directly for each director's account.  Under the Stock Plans, shares were purchased from plan participants at the then current market value in satisfaction of stock option exercise prices.
(2)
First Financial has one remaining previously announced stock repurchase plan under which it is currently authorized to purchase shares of its common stock.   The plan has no expiration date.  The table that follows provides additional information regarding this plan.  

Announcement
Date
 
Total Shares
 Approved for
 Repurchase
 
Total Shares
Repurchased
Under
The Plan
 
Expiration
 Date
10/25/2012
 
5,000,000

 
1,250,900

 
None

 
Item 6.  Selected Financial Data.
The information contained in Table 1 of the Management’s Discussion and Analysis section of First Financial's 2014 Annual Report (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item.


27

TABLE OF CONTENTS

Item 7.  Management's Discussion and Analysis of Financial Condition and Results Of Operations.
The information contained in the Management’s Discussion and Analysis section (including certain forward looking statements) of First Financial’s 2014 Annual Report (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.
The information contained in the Market Risk section and in Table 15-Market Risk Disclosure of the Management’s Discussion and Analysis section in First Financial's 2014 Annual Report (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item.

Item 8.  Financial Statements and Supplementary Data.
The consolidated financial statements and the reports of our independent registered public accounting firm included in the Consolidated Financial Statements and the Notes to Consolidated Financial Statements in First Financial’s 2014 Annual Report (included as Exhibit 13 of this report), are incorporated herein by reference.

The Quarterly Financial and Common Stock Data at the end of the Notes to Consolidated Financial Statements in First Financial’s 2014 Annual Report (included as Exhibit 13 of this report), is incorporated herein by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.

Item 9A.        Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 13a-15 of the Exchange Act that are designed to cause the material information required to be disclosed by First Financial in the reports it files or submits under the Exchange Act to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the Securities and Exchange Commission’s rules and forms (the disclosure controls and procedures).  In designing and evaluating the disclosure controls and procedures, management recognizes that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

First Financial’s chief executive officer and chief financial officer, together with other members of senior management, have evaluated the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, First Financial’s chief executive officer and chief financial officer have concluded that the disclosure controls and procedures are effective (i) to ensure that material information relating to First Financial, including its consolidated subsidiaries, is communicated to them on a timely basis, and (ii) to accomplish the purposes for which they were designed.

Internal Control Over Financial Reporting
Management's Report On Internal Control Over Financial Reporting and the Report Of Independent Registered Public Accounting Firm included in First Financial’s 2014 Annual Report (included as Exhibit 13 of this report), are incorporated herein by reference.

Changes in Internal Controls
First Financial maintains a system of internal accounting controls, which includes internal control over financial reporting, that is designed to provide reasonable assurance that First Financial’s financial records can be relied upon for preparation of its financial statements and that its assets are safeguarded against loss from unauthorized use or disposition.  There were no changes in First Financial’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, First Financial’s internal control over financial reporting during the year ended December 31, 2014 .

Item 9B.  Other Information.
Effective February 20, 2015, First Financial entered into an Agreement for Stock Award between First Financial and Claude E. Davis, Chief Executive Officer of First Financial, relating to the award of shares to Mr. Davis pursuant to the Key Executive Short Term Incentive Plan approved by shareholders at the Annual Meeting of Shareholders on May 24, 2011.



28

TABLE OF CONTENTS

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.
Certain information concerning executive officers of First Financial has been supplied in the “Supplemental Item. Executive Officers of the Registrant” of this Form 10-K. Information appearing under “Election of Directors,” “Corporate Governance - Board Committees,” “Compliance with Section 16(a) of the Exchange Act,” and “Shareholder Nominations for Election to the Board” of First Financial's Definitive Proxy Statement with respect to the Annual Meeting of Shareholders to be held on
May 26, 2015 , and which is expected to be filed with the SEC, pursuant to Regulation 14A of the Securities Exchange Act of 1934 (First Financial’s Proxy Statement) within 120 days of the close of our fiscal year, is incorporated herein by reference in response to this item.

First Financial has adopted a code of ethics, the First Financial Bancorp. Code of Conduct, which applies to First Financial’s directors, officers and employees.  In addition, the Company maintains a Code of Ethics for the CEO and Senior Financial Officers. Both documents are available through First Financial’s website, www.bankatfirst.com under the “Investor Information” link, under “Corporate Governance.”

Item 11.  Executive Compensation.
The information appearing under the headings “Meetings of the Board of Directors and Committees of the Board,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in First Financial’s Proxy Statement is incorporated herein by reference in response to this item.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information appearing under the headings “Securities Authorized for Issuance Under Equity Compensation Plans” set forth in Part II, Item 5 and “Shareholdings of Directors, Executive Officers, and Nominees for Director” of First Financial’s Proxy Statement is incorporated herein by reference in response to this item.

Item 13.  Certain Relationships and Related Transactions.
The information appearing in Note 20 of the Notes to Consolidated Financial Statements included in First Financial’s 2014 Annual Report (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.  Reference is also made to information appearing under the heading “Corporate Governance - Transactions with Related Parties” in First Financial’s Proxy Statement in response to this item.

Item 14.  Principal Accounting Fees and Services.
Information appearing under the heading “Independent Registered Public Accounting Firm Fees” in First Financial’s Proxy Statement is incorporated herein by reference in response to this item.



29

TABLE OF CONTENTS

PART IV

Item 15.  Exhibits, Financial Statement Schedules.

(a)
(1)
The consolidated financial statements (and report thereon) listed below are incorporated herein by reference from First Financial’s 2014 Annual Report (included as Exhibit 13 of this report) as noted:
 
 
 
 
 
Reports of Independent Registered Public Accounting Firm - Incorporated by reference from First Financial’s 2014 Annual Report
 
 
 
 
 
Consolidated Balance Sheets as of December 31, 2014 and 2013 - Incorporated by reference from First Financial’s 2014 Annual Report
 
 
 
 
 
Consolidated Statements of Income for years ended December 31, 2014, 2013, and 2012 - Incorporated by reference from First Financial’s 2014 Annual Report
 
 
 
 
 
Consolidated Statements of Comprehensive Income for years ended December 31, 2014, 2013, and 2012 - Incorporated by reference from First Financial’s 2014 Annual Report
 
 
 
 
 
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2014, 2013, and 2012 - Incorporated by reference from First Financial’s 2014 Annual Report
 
 
 
 
 
Consolidated Statements of Cash Flows for years ended December 31, 2014, 2013, and 2012 - Incorporated by reference from First Financial’s 2014 Annual Report
 
 
 
 
 
Notes to Consolidated Financial Statements - Incorporated by reference from First Financial’s 2014 Annual Report
 
 
 
 
(2)
Financial Statement Schedules: Schedules to the consolidated financial statements required by Regulation S-X are not required under the related instructions, or are inapplicable, and therefore have been omitted
 





30

TABLE OF CONTENTS

(a)(3) Exhibits:

The documents listed below are filed/furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference as noted:

Exhibit
Number
2.1
Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Peoples Community Bank, West Chester, Ohio, the Federal Deposit Insurance Corporation and First Financial Bank, National Association, dated as of July 31, 2009 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2009 and incorporated herein by reference) (Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K)(File No. 000-12379).
2.2
Purchase and Assumption Agreement Modified Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Irwin Union Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance Corporation and First Financial, dated as of September 18, 2009 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 23, 2009 and incorporated herein by reference) (Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No. 000-12379).
2.3
Purchase and Assumption Agreement Modified Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Irwin Union Bank, F.S.B., Louisville, Kentucky, the Federal Deposit Insurance Corporation and First Financial, dated as of September 18, 2009 (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on September 23, 2009 and incorporated herein by reference) (Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No. 000-12379).
2.4
Agreement and Plan of Merger between First Financial, First Financial Bank, National Association and The First Bexley Bank dated as of December 17, 2013 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2013 and incorporated herein by reference)(certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No. 001-34762)
2.5
Agreement and Plan of Merger between First Financial Bancorp., First Financial Bank, National Association, and Insight Bank, dated as of December 19, 2013 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2013 and incorporated herein by reference)(certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No. 001-34762)
2.6
Agreement of Merger among First Financial Bancorp, Guernsey Bancorp, Inc., and Robert D. Patrella, dated as of April 29, 2014 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2014 and incorporated herein by reference)(certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No. 001-34762)

3.1
Amended Articles of Incorporation of First Financial Bancorp (reflecting all amendments filed with the Ohio Secretary of State) [for purposes of SEC reporting compliance only - not filed with the Ohio Secretary of State] (filed as exhibit 3.1 to the Form S-3 on July 31, 2014 and incorporated hereby by reference)(File No. 333-197771).

3.2
Amended and Restated Regulations of First Financial Bancorp., as amended as of May 1, 2007 (filed as Exhibit 3.2 to the Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference) (File No. 000-12379).
3.3
Amended Article II, Section 2.2 of the Regulations of First Financial Bancorp. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 27, 2011 and incorporated herein by reference) (File No. 001-34762)
4.1
Letter Agreement, dated as of December 23, 2008, between First Financial Bancorp. and the United States Department of the Treasury, which includes the Securities Purchase Agreement - Standard Terms (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2008, and incorporated herein by reference) (File No. 000-12379).
4.2
Warrant to Purchase up to 930,233 shares of Common Stock dated as of December 23, 2008 (filed as Exhibit 4.1 to the Form 8-K filed on December 30, 2008 and incorporated herein by reference) (File No. 000-12379).
4.3
No instruments defining the rights of holders of long-term debt of First Financial Bancorp. are filed herewith.  Pursuant to (b)(4)(iii) of Item 601 of Regulation S-K, First Financial Bancorp. agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.
10.1
Agreement for Stock Award pursuant to the 2011 Key Executive Incentive Plan between First Financial Bancorp. and Claude E. Davis.*
10.2
First Financial Bancorp. Amended and Restated Key Management Severance Plan effective January 1, 2013 (as approved November 28, 2012).

10.3
First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan, dated April 24, 1997 (incorporated herein by reference to a Registration Statement on Form S-3)(File No. 333-25745).
10.4
First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees, dated April 27, 1999 (incorporated herein by reference to a Registration Statement on Form S-3) (File No. 333-86781).*

31

TABLE OF CONTENTS

10.5
First Financial Bancorp. 1999 Non-Employee Director Stock Plan, as dated April 27, 1999 and amended and restated as of April 26, 2006 (filed as Exhibit 10.11 to the Form 10-Q for the quarter ended March 31, 2006 and incorporated herein by reference) (File No. 000-12379).*
10.6
First Financial Bancorp. Director Fee Stock Plan amended and restated effective April 20, 2004 (filed as Exhibit 10.12 to the Form10-Q for the quarter ended June 30, 2004 and incorporated herein by reference).*
10.7
Form of Executive Supplemental Retirement Agreement (filed as Exhibit 10.7 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference) (File No. 000-12379).*
10.8
Form of Endorsement Method Split Dollar Agreement (filed as Exhibit 10.8 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference) (File No. 000-12379).*
10.9
First Financial Bancorp. Amended and Restated Deferred Compensation Plan (filed as Exhibit 10.9 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference) (File No. 000-12379).*
10.10
Form of Stock Option Agreement for Incentive Stock Options (2005 - 2008) (filed as Exhibit 10.1 to the Form 8-K filed on April 22, 2005 and incorporated herein by reference) (File No. 000-12379).*
10.11
Form of Stock Option Agreement for Non-Qualified Stock Options (2005-2008) (filed as Exhibit 10.2 to the Form 8-K filed on April 22, 2005 and incorporated herein by reference) (File No. 000-12379).*
10.12
Amended and Restated Employment and Non-Competition Agreement between Claude E. Davis and First Financial Bancorp. dated December 30, 2011 (filed as Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 5, 2012 and incorporated herein by reference) (File No. 001-34762).*
10.13
Amended and Restated Employment and Non-Competition Agreement between C. Douglas Lefferson and First Financial Bancorp. dated December 31, 2010 (filed as Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 3, 2011 and incorporated herein by reference) (File No. 001-34762).*
10.14
First Financial Bancorp. 2009 Employee Stock Plan (filed as Appendix A to the Definitive Proxy Statement filed on April 23, 2009 and incorporated herein by reference) (File No. 000-12379).*
10.15
First Financial Bancorp. Amended and Restated 2009 Non-Employee Director Stock Plan (filed as Appendix B to the Definitive Proxy Statement filed on April 13, 2012 and incorporated herein by reference) (File No. 001-34762).*
10.16
Form of Agreement for Restricted Stock Awards for 2009 Awards under the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees (filed as Exhibit 10.30 for the Form 10-Q filed on November 16, 2009 and incorporated herein by reference) (File No. 000-12379).*
10.17
Form of Agreement for Restricted Stock Awards for Awards under the First Financial Bancorp. 2009 Employee Stock Plan (filed as Exhibit 10.31 for the Form 10-Q filed on November 16, 2009 and incorporated herein by reference) (File No. 000-12379).*
10.18
Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. 2009 Employee Plan (3-year vesting/accrual of dividends) (filed as Exhibit 10.33 to the Form10-Q for the quarter ended June 30, 2010 and incorporated herein by reference) (File No. 001-34762).*
10.19
Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. 2009 Non-Employee Directors Stock Plan (filed as Exhibit 10.34 to the Form10-Q for the quarter ended June 30, 2010 and incorporated herein by reference) (File No. 001-34762).*
10.20
First Financial Bancorp. Short-Term Incentive Plan (filed as Appendix C to the Definitive Proxy Statement filed on April 19, 2011 and incorporated herein by reference) (File No. 001-34762).*
10.21
Form of Agreement for Restricted Stock Award under the First Financial Bancorp. 2009 Employee Stock Plan (2011-12 grants) (filed as Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by reference) (File No. 001-34762).*
10.22
First Financial Bancorp. 2012 Stock Plan (filed as Appendix A to the Definitive Proxy Statement filed on April 13, 2012 and incorporated herein by reference) (File No. 001-34762).*
10.23
Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. 2012 Stock Plan (3-year vesting/accrual of dividends)(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)(File No. 001-34762).*
10.24
Agreement for Performance-Based Restricted Stock Awards under the First Financial Bancorp. 2012 Stock Plan between First Financial Bancorp. and Claude E. Davis (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)(File No. 001-34762).*
10.25
Employment and Non-Competition Agreement between First Financial Bancorp and Anthony M. Stollings, EVP - Chief Financial Officer and Chief Administrative Officer dated November 1, 2013 (filed as Exhibit 10.1 to the Form 8-K filed on November 5, 2013 and incorporated herein by reference) (File No. 001-34762).*
10.26
Severance and Change in Control Agreement between First Financial Bancorp. and Kevin T. Langford, President - Consumer Banking dated November 1, 2013 (filed as Exhibit 10.2 to the Form 8-K filed on November 5, 2013 and incorporated herein by reference) (File No. 001-34762).*

32

TABLE OF CONTENTS

10.27
Executive Supplemental Savings Agreement between First Financial Bancorp. and Claude E. Davis, President and Chief Executive Officer dated December 31, 2013 (filed as Exhibit 10.1 to the Form 8-K filed on January 7, 2014 and incorporated herein by reference) (File No. 001-34762).*
10.28
Terms of First Financial Bancorp. Short Term Incentive Plan (incorporated by reference to the Form 8-K filed on
March 6, 2014) (File No. 001-34762).*
10.29
Repayment Agreement between First Financial Bancorp. and Kevin T. Langford, President, Western Markets, and President of Consumer Banking, effective July 17, 2014 (filed as Exhibit 10.1 to the Form 8-K filed on July 22, 2014 and incorporated herein by reference)(File No. 001-34762).*

10.30
Amended and Restated Employment and Non-Competition Agreement between Richard Barbercheck and First
Financial Bancorp. dated November 19, 2009 (filed as Exhibit 10.1 to First Financial Bancorp’s Form 10-Q filed on May 7, 2014 and incorporated herein by reference) (File No. 001-34762).*

13
Registrant’s annual report to shareholders for the year ended December 31, 2014.
14.1
First Financial Bancorp. Code of Conduct, as approved October 23, 2012 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 29, 2012 and incorporated herein by reference) (File No. 001-34762).
14.2
Code of Ethics for the CEO and Senior Financial Officers (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 29, 2012 and incorporated herein by reference) (File No. 001-34762)
21
First Financial Bancorp. Subsidiaries.
23
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
101.1
Financial statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2014, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail.**





 
First Financial will furnish, without charge, to a security holder upon request a copy of the documents, portions of which are incorporated by reference (Annual Report to Shareholders and Proxy Statement), and will furnish any other Exhibit upon the payment of reproduction costs.

* Compensation plan(s) or arrangement(s).
** As provided in Rule 406T of Regulation S-T, this information shall not be deemed "filed" for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.


33

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST FINANCIAL BANCORP.
 
By: 
/s/ Claude E. Davis
Claude E. Davis, Director
Chief Executive Officer

Date 
2/24/2015

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Claude E. Davis
 
/s/ Anthony M. Stollings
Claude E. Davis, Director
 
Anthony M. Stollings
Chief Executive Officer
 
President and Chief Operating Officer
 
 
 
 
Date
2/24/2015
 
Date
2/24/2015
 
 
 
 
/s/ Murph Knapke
 
/s/ John M. Gavigan
Murph Knapke, Director
 
John M. Gavigan, Senior Vice President and Chief Financial Officer
Chairman of the Board
 
(Principal Accounting Officer)
 
 
 
 
 
Date
2/24/2015
 
Date
2/24/2015
 
 
 
 
/s/ J. Wickliffe Ach
 
/s/ David S. Barker
J. Wickliffe Ach, Director
 
David S. Barker, Director
 
 
 
 
Date
2/24/2015
 
Date
2/24/2015
 
 
 
 
/s/ Cynthia O. Booth
 
/s/ Mark A. Collar
Cynthia O. Booth, Director
 
Mark A. Collar, Director
 
 
 
 
Date
2/24/2015
 
Date
2/24/2015
 
 
 
 
/s/ Corinne R. Finnerty
 
/s/ Peter E. Geier
Corinne R. Finnerty, Director
 
Peter E. Geier, Director
 
 
 
 
Date
2/24/2015
 
Date
2/24/2015


34

TABLE OF CONTENTS

 
 
 
 
/s/ Susan L. Knust
 
/s/ William J. Kramer
Susan L. Knust, Director
 
William J. Kramer, Director
 
 
 
 
Date
2/24/2015
 
Date
2/24/2015
 
 
 
 
/s/ Jeffrey D. Meyer
 
/s/ Richard E. Olszewski
Jeffrey D. Meyer, Director
 
Richard E. Olszewski, Director
 
 
 
Date
2/24/2015
 
Date
2/24/2015
 
 
 
 
 
/s/ Maribeth S. Rahe
 
 
 
Maribeth S. Rahe, Director
 
 
 
 
 
 
 
 
Date
2/24/2015
 
 
 


35


EXHIBIT 10.1


AGREEMENT FOR STOCK AWARD

This Agreement for Stock Award (the "Agreement") is between FIRST FINANCIAL BANCORP., an Ohio corporation (the "Corporation"), and Claude E. Davis (the "Grantee") who, as of February 20, 2015 which is the date of this Agreement, is an employee of the Corporation or a Subsidiary (as defined below).
WHEREAS, the Corporation established the 2011 Key Management Incentive Plan and the 2012 Stock Plan (collectively, the "Plan") and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Stock Award to the Grantee upon the terms and conditions hereinafter set forth:

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:
1.
Award of Stock . The Corporation hereby awards to Grantee as of the date of this Agreement 6,098 shares of Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services rendered. Such shares shall be immediately vested as of the date of this Agreement and shall be subject to the terms herein.

2.
Restrictions on Sale or Transfer . The shares of vested Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Holding Period defined below, except as permitted hereby.

3.
Holding Period. Grantee shall hold all vested shares of Common Stock (net of any shares withheld to pay taxes due with respect to the grant described herein) for a period of three years (the “Holding Period”). The Holding Period shall apply regardless of whether or not Grantee remains employed by the Corporation or its Subsidiaries. Notwithstanding anything herein, the Holding Period shall terminate on Grantee’s death or disability. The Holding Period may be enforced pursuant to a restrictive legend or any other means deemed appropriate by the Corporation.

4.
Clawback Provision . Any award or issuance of shares under the 2012 Stock Plan is subject to any Corporation clawback policy as may be amended from time to time.

5.
Prohibited Sales . By accepting shares of Common Stock, the Grantee agrees not to sell shares at a time when applicable laws or the Corporation’s rules prohibit a sale. This restriction shall apply as long as the Grantee is an employee, consultant or director of the Corporation or a Subsidiary. The Grantee agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by the Corporation, the Grantee must deliver to the Corporation a written statement satisfactory to the Corporation to that effect.





6.
Shareholder's Rights . Subject to the terms of this Agreement, during the Holding Period:
(a)
The Grantee will have, with respect to the vested Common Stock, the right to vote all shares of the Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on sale or transfer in Section 2, the Holding Period in Section 3 and to the clawback provisions in Section 4 of this Agreement.
(b)
The Grantee shall be paid dividends with respect to the Common Stock.

7.
Regulatory Compliance . The issue of shares of vested Common Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation.

8.
Withholding Tax . The Grantee agrees that, in the event that the award and receipt of the Common Stock or the expiration of restrictions thereon results in the Grantee's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for the Corporation, subject to withholding of tax at source by the Grantee's employer, the Grantee will pay to such Grantee's employer an amount equal to such withholding tax or make arrangements satisfactory to the Corporation regarding the payment of such tax (or such employer on behalf of the Corporation may withhold such amount from Grantee's salary or from dividends paid by the Corporation on shares of the Common Stock or any other compensation payable to the Grantee).

9.
Investment Representation . The Grantee represents and agrees that if he or she is awarded and receives the vested Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an that is contrary to this paragraph.

10.
Notices . Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Grantee or other person or persons succeeding to his or her interest will be delivered to the Grantee or such other person or persons at the Grantee's address as specified in a notice filed with the Corporation.

11.
Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation). The Grantee hereby agrees to accept any such determination as final, binding and conclusive for all purposes.






12.
Successors. All rights under this Agreement are personal to the Grantee and are not transferable except that in the event of the Grantee's death, such rights are transferable to the Grantee's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.

13.
Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Grantee with respect to any loss, cost or expense which the Grantee may incur in connection with or arising out of any transaction in connection therewith.

14.
No Employment Rights. Nothing in the Plan or this Agreement or any related material shall give the Grantee the right to continue in the employment of the Corporation or any subsidiary of the Corporation or adversely affect the right of the Corporation or any subsidiary of the Corporation to terminate the Grantee’s employment with or without cause at any time.

15.
Governing Law . This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

16.
Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Grantee and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan.

17.
Entire Agreement . This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Grantee relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan.

18.
Captions; Counterparts . The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Stock Award has been executed and dated by the parties hereto as of the day and year first above written.















 
FIRST FINANCIAL BANCORP.


By:     /s/ Alisa E. Poe
Alisa E. Poe
Title:    Chief of Staff and Chief Talent Officer    


GRANTEE:

By:     /s/ Claude E. Davis
Claude E. Davis
Title:    Chief Executive Officer
        

                    
2015 RSA Award - STIP (2012 Stock Plan)






EXHIBIT 10.2



FIRST FINANCIAL BANCORP.
AMENDED AND RESTATED KEY MANAGEMENT SEVERANCE PLAN

I. Preamble and Statement of Purpose .

The purpose of this Plan is to assure First Financial Bancorp. (“First Financial”) and its subsidiaries (First Financial, together with its subsidiaries, the “Corporation”) of the continued dedication, loyalty, and service of, and the availability of objective advice and counsel from, key employees of the Corporation notwithstanding the possibility, threat or occurrence of a bid or other action to take over control of the Corporation.

In the event First Financial receives any proposals from a third party concerning a possible business combination with First Financial, or acquisition of First Financial’s equity securities or a substantial portion of its assets, the Board of Directors of First Financial (the “Board”) believes that it would be imperative that the Board, the Corporation and its senior management be able to rely on the Corporation’s key employees to continue in their positions and be available for advice, if requested, without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal, or be influenced to consider other employment opportunities or prospects because of such uncertainties or risks.

Should First Financial receive any such proposals, in addition to their regular duties, such key employees, in light of their experience and knowledge gained within that portion of the business in which they are principally engaged, may be called upon to assist in the assessment of proposals, advise senior management and the Board as to whether such proposals would be in the best interest of First Financial and its shareholders, and take such other actions as the Board might determine to be appropriate.

This Plan amends and supersedes the First Financial Bancorp Key Management Severance Plan that was first effective on March 23, 2006 and subsequently amended on February 28, 2008.

II. Eligible Executives .

Eligible employees are those key employees of the Corporation who are from time to time designated by the Chief Executive Officer of First Financial (the “CEO”) as eligible to participate in this Plan. The CEO shall provide the Compensation Committee of the Board (the “Compensation Committee”) a list of those individuals designated as eligible as updated from time-to-time.

Each eligible employee shall become a Participant in the Plan upon his or her execution of a letter agreement in the form, or substantially in the form, of Exhibit A, attached to and incorporated in this Plan (the “Letter Agreement”). The executed Letter Agreement shall constitute the Participant’s agreement to the terms and conditions of participation in this Plan and shall set forth the amount of the Lump Sum Cash Payment under Section 3.2.2, the length of the Coverage Period for welfare benefit continuation under Section 3.2.3, and such other terms and conditions as the Compensation Committee may determine applicable to the Participant.






A Participant who is no longer employed by the Corporation shall cease to be a Participant in the Plan, unless the Participant’s employment ceases (i) within twelve (12) months after the Effective Date (as defined in Section 3.1.3) or (ii) during any period of time when the Board has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control (as defined in Section 3.1.2) until, in the opinion of the Board, the third party has abandoned or terminated its efforts to effect a Change of Control. Any decision by the Board that, in its opinion, a third party has or has not taken steps reasonably calculated to effect a Change of Control, or that, in its opinion, the third person has abandoned or terminated its efforts to effect a Change of Control, shall be conclusive and binding on the Participants.

III. Plan Provisions .

3.1 Definitions . The following terms, as used in this Plan with capitalized first letters, shall have the meanings as provided in this Section 3.1:
 
3.1.1. “Cause” . “Cause” means (i) the Participant’s willful and continued failure substantially to perform the duties of his or her position (other than as a result of disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), or as a result of termination by the Participant for Good Reason) after written notice to the Participant by the CEO or his/her designate specifying such failure, provided that such “Cause” shall have been found by the CEO in consultation with legal counsel after at least ten (10) days’ written notice to the Participant specifying the failure on the part of the Participant and after an opportunity for the Participant to be heard at a meeting with the CEO or his/her designate; (ii) any willful act or omission by the Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by the Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Corporation; or (iii) the Participant’s indictment of a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Corporation conducts business. For purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by the Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the best interests of the Corporation.

3.1.2. “Change of Control” . “Change of Control” has the meaning given such term in the Corporation’s 2009 Executive Stock Plan, as in effect on the effective date of this Plan.

3.1.3. “Effective Date” . “Effective Date” means the date on which a Change of Control occurs. In the event of a Change of Control occurring within twelve (12) months after a prior Change of Control, “Effective Date” shall mean, for a Participant whose employment terminates prior to the subsequent Change of Control, the date on which the prior Change of Control occurs, and for all other Participants, the date on which the subsequent Change of Control occurs. Notwithstanding anything in this Plan to the contrary, if a Participant’s employment with the Corporation had terminated prior to the date on which the Change of Control occurred, and if it is reasonably demonstrated by the Participant to the Board that such termination of employment either was at the request of a third party who had taken steps reasonably calculated to effect the Change of Control or otherwise arose in connection with or in anticipation of the Change of Control, then, for all purposes of this Plan, “Effective Date” shall mean, with respect to such Participant only, the date immediately prior to the date of such termination of employment.

3.1.4. “Good Reason” . “Good Reason” means, without the Participant’s consent, (i) a material reduction in the Participant’s base compensation, as in effect immediately preceding the Effective Date; (iii) relocation of the Participant’s principal workplace to a location which is more than fifty (50) miles from the Participant’s principal workplace on the Effective Date; or (iii) any material failure by First





Financial to comply with and satisfy the requirements of Section 3.5.6, provided that the successor shall have received at least ten (10) days’ prior written notice from First Financial or the Participant of the requirements of Section 3.5.6, and shall have failed to remedy such material failure within thirty (30) days after receipt of such notice. For purposes of clauses (i), (ii) or (iii) of the preceding sentence, an isolated and inadvertent action not taken in bad faith and which is remedied by First Financial promptly after receipt of notice thereof given by the Participant shall be excluded. For the purposes of clauses (i) and (ii), Good Reason shall not exist unless the Participant notifies the Corporation of the existence of the condition specified under the applicable clause no later than ninety (90) days after the initial existence of any such condition, and the Corporation fails to remedy such condition within thirty (30) days after receipt of such notice. Notwithstanding the foregoing, Good Reason shall not exist unless the termination of employment from the Corporation occurs no later than one year following the initial existence of any of the conditions provided under this Section 3.1.4.

3.2 Benefits .

3.2.1. Triggering Event . In the event the Participant’s employment with the Corporation is terminated without Cause by the Corporation, or for Good Reason by the Participant, on or within twelve (12) months after the Effective Date, First Financial shall (in addition to any compensation or benefits to which the Participant may otherwise be entitled under any other agreement, plan or arrangement with the Corporation, other than amounts excluded by Section 3.5.2) make the payments and provide the benefits to the Participant as specified under Sections 3.2.2 through 3.2.6, subject to Section 3.4 and 3.5.2. Solely for purposes of this Section 3.2.1, a Participant’s employment with the Corporation will be deemed to have terminated on the earlier of the date the Participant’s employment with the Corporation ceases or the date that written notice of any such termination is received by the Participant or by the Corporation, as the case may be, even though the parties may agree in connection therewith that the Participant’s employment with the Corporation will continue for a specified period thereafter. The failure by the Participant or the Corporation to set forth in any such notice sufficient facts or circumstances showing Good Reason or Cause, as the case may be, shall not waive any right of the Participant or the Corporation or preclude either party from asserting such facts or circumstances in the enforcement of any such right.

3.2.2. Lump Sum Cash Payment . On or within 30 days after the Participant’s termination of employment from the Corporation, First Financial shall pay to the Participant as compensation for services rendered to the Corporation a Lump Sum Cash Payment (subject to any applicable payroll or other taxes required to be withheld) equal to the sum of (a) (12) months (such period to be determined by the CEO) of the Participant’s then current annual base salary; and (b) accrued but unused vacation allotment for the current year, such amount determined in accordance with the Letter Agreement.

3.2.3. Continued Employee Benefits . If the Corporation’s severance plan of general applicability as in effect on Participant’s date of termination provides for continued payment by the Corporation of all or a portion of the cost of the premiums for continuation coverage under the Corporation’s health care plan pursuant to Section 4980B of the Code (“COBRA”) and if the Participant timely and properly elects such coverage, then the Corporation shall pay on the Participant’s behalf the difference between the monthly COBRA premium that would otherwise be paid by the Participant for himself and his dependents and the monthly premium amount paid by similarly situated active executives for the same coverage. Such payments shall be paid directly to the COBRA administrator and shall be treated as a taxable benefit to the Participant. The Participant shall be eligible to receive such payments until the earliest of: (i) the twelve-month anniversary of the Participant’s termination of employment; (ii) the date the Participant is no longer eligible to receive COBRA; and (iii) the date on which the Participant otherwise becomes eligible to receive substantially similar coverage from another employer. The Corporation reserves the





right to modify or terminate the COBRA benefit provided hereunder to the extent necessary to comply with applicable law.

3.2.4. Outplacement Assistance . Participant shall be entitled to outplacement assistance with an agency selected by First Financial with the fee paid by First Financial in an amount not to exceed two (2) to five (5) percent of the Participant’s annual base salary as determined by the CEO, such amount determined in accordance with the Letter Agreement.

3.2.5. Target Bonus Payment . Participant shall be entitled to his/her target bonus (“Target Bonus”) as defined in the Short Term Bonus Plan for the year of the Effective Date. The Target Bonus will be paid on the date when annual bonuses for other key management employees are normally paid. In no event shall the Target Bonus be paid later than March 15 in the year following the Effective Date.

3.3 Adjustment of Lump Sum Cash Payment .

3.3.1. Adjustment . Notwithstanding anything in this Plan or any Letter Agreement to the contrary, in the event the Law or Accounting Firm (as defined in Section 3.3.2) shall determine that the Lump Sum Cash Payment and any other payment or distribution in the nature of compensation by the Corporation to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise (the Lump Sum Cash Payment, together with such other payments and distributions, the “Payments”), would cause any portion of such Payments to be subject to the excise tax imposed by Section 4999 (or any successor provision) of the Code (the “Parachute Payments”), the Participant’s Lump Sum Cash Payment shall be reduced to the extent necessary (but not below zero) so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, provided that no such reduction shall be made if the Participant’s Payments, after the reduction and after the application of Federal income tax at the highest rate applicable to individual taxpayers, would not be greater than the present value (determined in accordance with Section 280G of the Code) of the Payments before the reduction but after the application of (i) excise tax under Section 4999 of the Code and (ii) Federal income tax at the highest rate applicable to individual taxpayers.
 
3.3.2. Determination . All determinations required to be made under this Section 3.3, including the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized law or accounting firm (the “Law or Accounting Firm”), which shall provide detailed supporting calculations both to First Financial and the Participant (i) within fifteen (15) business days after the receipt of a notice from the Participant that he or she may have a Parachute Payment, or (ii) at such earlier time as may be requested by First Financial. The Law or Accounting Firm may employ and rely upon the opinions of actuarial or accounting professionals to the extent it deems necessary or advisable. All fees and expenses of the Law or Accounting Firm shall be borne solely by First Financial. Any determination by the Law or Accounting Firm shall be binding upon First Financial and the Participant.

3.4 Terms and Conditions of Participation

3.4.1. Conditions of Participation . As a condition to being covered by the Plan, each Participant, by executing the Letter Agreement, shall acknowledge and agree that (i) except as may otherwise be expressly provided under any other executed agreement between the Participant and the Corporation, nothing contained in this Plan (including, but not limited to, using the term “Cause” to determine benefits under this Plan) is intended to change the fact that the employment of the Participant by the Corporation is “at will” and, prior to the Effective Date, may be terminated by either the Participant or the Corporation at any time, (ii) the Participant shall be bound by, and comply with, the requirements of Sections 3.5.3 and





3.5.4, and (iii) the Participant consents to the modifications to the options as provided in Section 3.2.4. Moreover, except as provided in Section 3.1.3, if prior to the Effective Date, the Participant’s employment with the Corporation terminates, then the Participant shall have no further rights under this Plan.

3.4.2. Non-Duplication . As a condition to being covered by this Plan, and notwithstanding any other prior agreement to the contrary, each Participant, by executing the Letter Agreement, shall agree that the payments under this Plan shall be in lieu of any severance or similar payments that otherwise might be payable under any plan, program, policy or agreement.

3.4.3. Amendment and Termination . The Plan may not be amended or terminated after the Effective Date. Prior to the Effective Date, the Compensation Committee of the Board (the “Compensation Committee”) may, in its sole discretion, modify or amend this Plan in any respect, or terminate the Plan (including with respect to individuals then participating in the Plan), provided such action is taken and becomes effective at least one (1) year prior to the Effective Date and such action is communicated to the Participants prior to the Effective Date. First Financial may amend the Plan to provide greater or lesser benefits to particular employees by sending the affected employees a letter setting forth the applicable benefit modification. Notwithstanding the foregoing provisions of this Section 3.4.3, the Plan may be amended by the Compensation Committee at any time, retroactively if required, if found necessary, in the opinion of the Compensation Committee, in order to conform the Plan to the provisions of section 409A of the Code and the Treasury Regulations or other authoritative guidance issued thereunder and to conform the Plan to the provisions and other requirements of any applicable law. No such amendment shall be considered prejudicial to any interest of a Participant under the Plan or require the Participant’s written consent. The Corporation shall promptly notify affected Participants of any such amendment adopted by the Compensation Committee.

3.5 General

3.5.1. Indemnification . If litigation or arbitration shall be brought to enforce or interpret any provision of this Plan which relates to First Financial’s obligation to make payments hereunder, then First Financial, to the extent permitted by applicable law and First Financial’s Articles of Incorporation, shall indemnify the Participant for his or her reasonable attorneys’ fees and disbursements incurred in such proceedings, and shall pay pre-judgment interest on any money judgment obtained by the Participant calculated at the prime rate of interest published from time to time by The Wall Street Journal , northeast edition (“Prime Rate”) from the date that payment(s) to him or her should have been made under this Plan.
 
 3.5.2. Payment Obligations; Overdue Payments . The Corporation’s obligations to make the payments and provide the benefits to the Participant under this Plan shall be absolute and unconditional and shall not be affected in any way by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense or other right which First Financial may have against the Participant or anyone else, provided , however , that as a condition to payment of amounts under this Plan, the Participant shall execute by no later than the scheduled payment date a general release and waiver (the “Waiver”), in form and substance reasonably satisfactory to First Financial, of all claims relating to the Participant’s employment by the Corporation and the termination of such employment, including, but not limited to, discrimination claims, employment-related tort claims, contract claims and claims under this Plan (other than claims with respect to benefits under the Corporation’s tax-qualified retirement plans, continuation of coverage or benefits solely as required by Part 6 of Title I of the Employee Retirement Income Security Act of 1974, or any obligation of First Financial to provide future performance under Section 3.2.3). All amounts payable by First Financial hereunder shall be paid without notice or demand, except as may be





required with respect to the Waiver. Each and every payment made hereunder by First Financial shall be final. The Corporation shall not seek to recover all or any part of such payment from the Participant or from whosoever may be entitled thereto, for any reason whatsoever. The Participant shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such other employment shall in no event effect any reduction of First Financial’s obligations to pay the Lump Sum Cash Payment. The Participant shall be entitled to receive interest at the Prime Rate on any payments under this Plan that are overdue, provided , however , that no payments shall be deemed to be overdue until the Participant executes the Waiver and any rescission period with respect to such Waiver has expired or to the extent that payments are delayed pursuant to the requirements of Section 409A of the Code.

3.5.3. Confidential Information . The Participant shall at all times hold in a fiduciary capacity for the benefit of the Corporation all secret, confidential or proprietary information, knowledge or data relating to the Corporation, and its respective businesses, which shall have been obtained by the Participant during the Participant’s employment by the Corporation and which shall not be or become public knowledge (other than by acts by the Participant or representatives of the Participant in violation of this Plan) including, but not limited to, the following: (i) performance characteristics of the Corporation’s products; (ii) marketing plans, business plans, strategies, forecasts, budgets, projections and costs; (iii) personnel information; (iv) customer, vendor and supplier lists; (v) customer, vendor and supplier needs, transaction histories, contacts, volumes, characteristics, agreements and prices; (vi) promotions, operations, sales, marketing, and research and development; (vii) business operations, internal structures, and financial affairs; (viii) systems and procedures; (ix) pricing structure of the Corporation’s services and products; (x) proposed services and products; (xi) contracts with other parties; and (xii) any other information that the Corporation is obligated by law, rule or regulation to maintain as confidential (the “Confidential Information”). During the Participant’s employment with the Corporation and after termination of such employment at any time or for any reason, and regardless of whether any payments are made to the Participant under this Plan as a result of such termination, the Participant shall not, without the prior written consent of the Corporation or as may otherwise be required by law or legal process, communicate or divulge any Confidential Information to any person other than the Corporation, its employees and those designated by it or use any Confidential Information except for the benefit of the Corporation. Immediately upon termination of the Participant’s employment with the Corporation at any time or for any reason, the Participant shall return to the Corporation all Confidential Information, including, but not limited to, any and all copies, reproductions, notes or extracts of Confidential Information. “Confidential Information” shall not include (v) Confidential Information which at the time of disclosure is already in the public domain; (w) Confidential Information which the Participant can demonstrate by written evidence was in his possession or known to him prior to his employment with the Corporation which is not subject to an obligation of confidentiality to the Corporation; (x) Confidential Information which subsequently becomes part of the public domain through no fault of the Participant; (y) Confidential Information which becomes known to the Participant through a third party who is under no obligation of confidentiality to the Corporation; and (z) Confidential Information which is required to be disclosed by law or by judicial administrative proceedings. Upon service to the Participant, or anyone acting on the Participant’s behalf, of any subpoena, court order, or other legal process requiring the Participant to disclose information that would be Confidential Information but for the preceding sentence, the Participant shall immediately provide written notice to the Corporation of such service and of the content of any testimony or information to be disclosed.
 
3.5.4. Solicitation of Employees and Customers . (a) During the Participant’s employment with the Corporation and for a period of twelve (12) months after termination of such employment at any time and for any reason, and regardless of whether any payments are made to the Participant under this Plan as a





result of such termination, the Participant shall not solicit, participate in or promote the solicitation of any person who was employed by the Corporation at the time of the Participant’s termination of employment with the Corporation to leave the employ of the Corporation, or, on behalf of himself or any other person, hire, employ or engage any such person. The Participant further agrees that, during such time, if an employee of the Corporation contacts the Participant about prospective employment, the Participant will inform such employee that he or she cannot discuss the matter further without informing the Corporation.

(b) During the Participant’s employment with the Corporation, and for a period of twelve (12) months after termination of such employment and at any time and for any reason, and regardless of whether any payments are made to the Participant under this Plan as a result of such termination, the Participant will not, directly or indirectly, on behalf of himself or herself or on behalf of any other individual, association or entity, as an agent or otherwise:
(i)
contact any of the customers of Corporation for whom the Participant directly performed any services or had any direct business contact for the purpose of soliciting business or inducing such customer to acquire any product or service that currently is provided or under development by the Corporation; or
(ii)
contact any of the customers or prospective customers of the Corporation whose identity or other customer specific information the Participant discovered or gained access to as a result of his/her access to the Confidential Information for the purpose of soliciting or inducing any of such customers or prospective customers to acquire any product or service that currently is provided or under development by the Corporation; or
(iii)
utilize the Confidential Information to solicit, influence, or encourage any customers or prospective customers of the Corporation to divert or direct their business to me or any other person, association or entity by or with whom the Participant is employed, associated, engaged as agent or otherwise affiliated.

3.5.5. Application of Restrictions Respecting Confidential Information and Solicitation of Employees . The requirements and obligations of the Participant under Sections 3.5.3 and 3.5.4 shall be in addition to, and not a limitation under, any other requirements and obligations of the Participant, at law or otherwise. The term “person” for purposes of Sections 3.5.3 and 3.5.4 shall include any individual or entity, including any corporation, trust or partnership.

3.5.6. Successors . All right under this Plan are personal to the Participant and without the prior written consent of First Financial shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Plan shall inure to the benefit of and be enforceable by the Participant’s legal representative. This Plan shall inure to the benefit of and be binding upon First Financial and its successors and assigns. First Financial will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of First Financial to assume expressly and agree to perform this Plan in the same manner and to the same extent that First Financial would be required to perform it.

3.5.7. Controlling Law; Jurisdiction . This Plan shall in all respects be governed by, and construed in accordance with, the laws of the State of Ohio (without regard to the principles of conflicts of laws). The Corporation and the Participants irrevocably consent and submit to the jurisdiction of the Common Please Court for the county in the State of Oho in which the Corporation’s principal place of business is located, or in any Federal court sitting in the State of Ohio, for the purposes of any controversy, claim,





dispute or action arising out of or related to this Plan, and hereby waive any defense of an inconvenient forum and any right of jurisdiction on account of the parties’ place of residence or domicile.
 
3.5.8. Severability . Any provision in this Plan which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

3.5.9. 409A Compliance .
i.    General. It is intended that the benefits provided under this Plan shall comply with the provisions of Section 409A or qualify for an exemption to Section 409A, and this Plan shall be considered and interpreted in accordance with such intent. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. Each payment provided under this Plan shall be treated as a separate payment for purposes of applying the Section 409A deferral election rules and the “short-term deferral” exemption to Section 409A. Despite any contrary provision of this Plan, any references to “termination of employment” (or any similar term) shall mean and refer to Participant’s “separation from service,” as that term is defined in Section 409A and Section 1.409A 1(h) of the Treasury Regulations. In no event may Participant directly or indirectly designate the calendar year of any payment under this Plan.

ii.    Delay of Payments. Notwithstanding any other provision of this Plan to the contrary, if Participant is considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Corporation as in effect on the date of termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to Participant under this Plan during the six month period following his separation from service (as determined in accordance with Section 409A) on account of his separation from service shall be accumulated and paid to Participant on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”) together with interest at the short-term applicable federal rate with semiannual compounding under Code Section 1274(d) for the month prior to the month in which the separation from service occurs from the date such amount would have been paid but for this Section 5(h) to the day prior to actual payment date. If Participant dies during the Section 409A postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid (with interest as provided above) to the personal representative of his estate on the first to occur of the Delayed Payment Date or thirty (30) days after the date of Participant’s death.

iii.    In Kind Benefits and Reimbursements. Notwithstanding any other provision of this Plan to the contrary, all (1) reimbursements and (2) in kind benefits provided under this Plan shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Participant’s lifetime (or during a shorter period of time specified in this Plan); (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


Date: January 1, 2013



EXHIBIT 13
FIRST I N Y O U R C O M M U N I T Y First Financial Bancorp 2014 Annual Report



Columbus, Ohio Strategic entry into the dynamic Columbus market will provide a strong foundation for future growth. 2014 Performance CONSECUTIVE QUARTERS OF PROFITABILITY INCREASE IN QUARTERLY DIVIDEND TO $.16 PER SHARE 97 6.7% 16% 12% 8% 4% 0% 5% 4% 1% 0% 2% 3% 5% 4% 1% 0% 2% 3% 1.25% 1.0% .25% 0% .5% .75% 0% 2% 4% 6% 8% 10% Return on Average Assets* F o r Fu l l Ye a r 2014 0. 96 % 1. 05 % 1. 03 % 16% 12% 8% 4% 0% 5% 4% 1% 0% 2% 3% 5% 4% 1% 0% 2% 3% 1.25% 1.0% .25% 0% .5% .75% 0% 2% 4% 6% 8% 10% 16 12 8 4 0 5 4 1 0 2 3 5 4 1 0 2 3 1.25 1.0 .25 0 .5 .75 0 2 4 6 8 10 16% 12% 8% 4% 0% 5% 4% 1% 0% 2% 3% 5% 4% 1% 0% 2% 3% 1.25% 1.0% .25% 0% .5% .75% 0% 2% 4% 6% 8% 10% 16% 12% 8% 4% 0% 5% 4% 1% 0% 2% 3% 5% 4% 1% 0% 2% 3% 1.25% 1.0% .25% 0% .5% .75% 0% 2% 4% 6% 8% 10% Return on Average Shareholders’ Equity F o r Fu l l Ye a r 2014 For Fu l l Ye a r 2014 At D e c e m b e r 31, 2014 8. 94 % 3. 76 % 9. 02 % 12 .6 9% 13 .7 1% 3. 44 % 8. 77 %9. 72 % 3. 56 % 8. 61 % 12 .7 4% 14 .0 5% 2. 42 % Net Interest Margin^ Dividend Yield Capital Ratios First Financial Tangible Common Equity Ratio First Financial Tier 1 Capital Ratio First Financial Total Capital Ratio KBW Regional Bank Index Components - Median Value KEY FINANCIAL RESULTS AND TRENDS First Financial, as reported First Financial, as adjusted* KBW Regional Bank Index Components - Median Value * Adjusted to exclude certain non-recurring income items and acquisition/efficiency related expenses ^ Fully taxable equivalent




Our goal is to position First Financial as the community bank of choice in each of our markets. This means: getting to know our clients well; truly understanding their needs and goals; and providing quality products at a fair price. Using a holistic approach, we seamlessly provide deposit and loan solutions as well as wealth management, retirement planning and trust services to meet our clients’ needs. By offering similar products to those of our large regional competitors, but delivering them through personal client relationships, we become their trusted financial partner, build loyalty and differentiate our brand of community banking. It’s a niche that provides us a competitive advantage and supports both organic and acquired growth. Expanding to New Communities Columbus, Ohio and Fort Wayne, Indiana-we’ve had our eye on these two attractive markets and established our presence there in 2014. Expansion into Columbus through the acquisitions of The First Bexley Bank, Insight Bank and Guernsey Bank solidified First Financial’s position as one of the largest community banks operating in Central Ohio and added $606 million of loans and $569 million of deposits to our balance sheet. All five Columbus banking centers were fully rebranded last year. Sales teams exceeded our performance expectations last year and we believe Columbus will be a growth driver in 2015 and beyond. Early in 2014, we finalized the hiring of strong commercial and residential mortgage lending teams in Fort Wayne, the second largest city in Indiana. These sales teams now occupy permanent space in the Anthony Wayne building in downtown Fort Wayne and are actively calling on new clients and prospects with an expanded product set. In addition, we are opening a banking center there in the first quarter of 2015. Our expansion into Columbus and Fort Wayne complements our metro-centric footprint of Cincinnati, Dayton and Indianapolis. We believe these markets provide the platform to generate solid organic loan, deposit and fee income growth. Community Banking-it’s our strategy for growth, how we build relationships with our clients, and the way we differentiate the First brand of banking. Traverse City Dayton Schererville Lafayette Indianapolis Edgewood Fort Wayne Columbus

First Financial Bancorp 2014 Annual Report 1





Because YOU Come First Successful execution of our community banking strategy requires us to put our clients first. In 2014, we strengthened our focus on delivering an integrated experience for our clients by providing the right products and services with relationship pricing options that reflect the economic value of the relationship. That solidified client satisfaction and delivered successful growth for the bank. Here are some examples of unique and growing businesses that found great value in our community banking approach. James T. Irwin, President J.R. Hasset, VP Sales 3D Engineering Solutions requires customized financial solutions to drive their success. President James Irwin describes their banking relationship, “From meeting our initial needs to providing additional capital support, First Financial Bank supported us 100% from planning to execution. Their competitive and complete financing options afforded us the most advanced 3D X-ray in the world.” Headquartered in Cincinnati, 3D Engineering Solutions is now the first certified CT scanning inspection source in the world. In partnership with First Financial, this innovative company is at the leading edge of industrial CT scanning and projecting exponential growth over the next few years.

2 First Financial Bancorp 2014 Annual Report


Deborah Shultz, Homebuyer “ Owning my own home has been a long-time dream. Barbara at First Financial was a great partner. She helped me every step of the way to apply and qualify for the right mortgage loan that made home ownership affordable for me. I’m thrilled to have my own home that is comfortable for me and my family,” said Deborah. Putting our clients first will deliver future relationship growth and attract new clients. In addition, we are focused on serving all the needs in our communities by offering various deposit, credit and convenience services. The key is understanding our clients so we can match the best services to fit their needs. Just ask Deborah Schultz, a proud first-time homebuyer in Griffith, Indiana, a suburb in Lake County. Deborah worked closely with Mortgage Originator, Barbara Quinlan to qualify for a CHAMP loan and purchase a home. It’s our personal service-putting clients first-that builds trust, loyalty and supports future growth. Sri Bramadesam, Managing Director Since becoming a First Financial client, CJ Automotive in Butler, Indiana has seen growth in their business and their banking relationship. From complex specialty financing to retirement plan services, Managing Director Sri Bramadesam values First Financial’s approach to his business from every aspect. Bramadesam commented, “First Financial focuses on building relationships based on trust and respect, and partners not only with our business but also with the Fort Wayne community.” CJ Automotive, an auto supplier company, has contributed to the local community by multiplying their workforce by five in the last seven years.

First Financial Bancorp 2014 Annual Report 3


GROWING First CONSUMER DEPOSIT ACCOUNTS WERE OPENED ONLINE INCREASE IN ONLINE MORTGAGE APPLICATIONS LOGINS PER MONTH FOR CONSUMER ONLINE AND MOBILE BANKING USAGE INCREASE IN MOBILE CONSUMER DEPOSIT SERVICE USAGE OF OUR CONSUMER ACCOUNT BASE USE eSTATEMENTS, REPRESENTING A 39% INCREASE 2,000 5.5% 161% 47% 1M+ 2014 MOBILE AND ONLINE PERFORMANCE New regional hub in Indianapolis We continue to optimize our banking center network and access points to meet our clients’ needs. New prototype banking centers were completed in Bloomington and Avon, Indiana. In downtown Indianapolis, a new regional hub was established on North Meridian Street to enhance our commercial presence in this important growth market. As their needs for on-the-go banking continue to grow, consumers have responded well in 2014 to our expanded mobile and online access options.


4 First Financial Bancorp 2014 Annual Report


Commercial and Industrial Loan Production by Industry BackPocket A reloadable Visa debit card for online, in-store and ATM use. ApplePay A more secure mobile wallet that enables our clients to use their mobile phone to pay in stores without swiping their cards. We continue to add new services that complement our comprehensive suite of consumer products and deliver more convenience, security and peace of mind. Commercial and Industrial Loans and Leases Balance as of December 31, 2014 (Dollars in Millions) M illi on s 2012 2013 2014 Manufacturing 32% Other 21% Wholesale Trade 8 % Professional, Scie ntific, and Technical Serv ices 7 % Finance and Insurance 7 % Retail Trade 5 % Franchise Lending 16% $2,500 $2,000 $1,500 $1,000 $500 0 Health Care and Social Ass istance 4% M illi on s Wholesale Trade 8% Professional, Scientific, and Technical Services 7% Retail Trade 7% Finance and Insurance 6% Health Care and Social Assistance 4% Transportation and Warehousing 3% Real Estate, Rental, Leasing, Construction 16% Manufacturing 30% Other 19% M illi on s 2012 2013 2014 Manufacturing 32% Other 21% Wholesale Trade 8 % Professional, Scie ntific, and Technical Serv ices 7 % Finance and Insurance 7 % Retail Trade 5 % Franchise Lending 16% $2,500 $2,000 $1,500 $1,000 $500 0 Health Care and Social Ass istance 4% M illi on s Wholesale Trade 8% Professional, Scientific, and Technical Services 7% Retail Trade 7% Finance and Insurance 6% Health Care and Social Assistance 4% Transportation and Warehousing 3% Real Estate, Rental, Leasing, Construction 16% Manufacturing 30% Other 19% We’re seeing strong growth, yields and credit quality with asset based, cash flow and mezzanine lending to clients in a broader geography throughout the Midwest. Commercial loan balances increased by 30.1% in 2014. Additionally, new commercial loan commitments increased by 14.0% to $807.2 million in 2014. We are encouraged by this momentum and by the opportunities for additional growth in 2015. As economic activity in our markets continued to improve in 2014, we launched our Business Capital Division with an expanded specialty lending product set and greater expertise to complement our traditional commercial offerings.


First Financial Bancorp 2014 Annual Report 5


Working In Neighborhoods Working in Neighborhoods (WIN), a non-profit organization, provides a path to home ownership for low-to-moderate income families in Greater Cincinnati. In 2014, First Financial worked with WIN to improve their access to working capital and gain flexibility with a line of credit. WIN renovates blighted homes in neighborhoods for first-time buyers, provides housing counseling and financial education as well as financing assistance. Our success is directly related to the success of our communities. We are active in sharing our time, talents and financial resources to keep our communities strong and growing - especially in the areas of affordable family housing, financial literacy and economic development. We take our community reinvestment responsibilities seriously. In 2014, we put more focus on developing community partnerships that make a positive difference for families in our markets. Here are some examples: First in Your COMMUNITY

6 First Financial Bancorp 2014 Annual Report




First in Your COMMUNITY United Way First Financial associates were recognized by the United Way of Greater Cincinnati at the Finale Celebration in November. We are grateful for our associates’ involvement in their communities. Last year First Financial Bank and our associates were honored by the United Way of Greater Cincinnati as the top new campaign contributor by raising over $136,000. Last year, First Financial committed $10 MILLION in financial support to the Great Lakes Capital Fund for Housing. This nonprofit community development finance institution sponsors projects that will create 296 LOW-INCOME HOUSING UNITS in Indianapolis, Lafayette and Fort Wayne, Indiana. First Financial associates from our office in Bloomington, Indiana

First Financial Bancorp 2014 Annual Report 7



Fully serving the financial needs of our commercial, small business, consumer and wealth management clients by listening to them, responding to their needs and being innovative in delivering solutions and convenient access. Delivering top-quartile, total shareholder return. Achieving best-in-class risk management. Continuing to invest in the well being of our communities. Ongoing discipline with process improvements and expense management to drive client service and efficiency. Our strategic focus for 2015: 2014 was a very positive and productive year. We are extremely pleased with our solid earnings, strong loan production and growth in low-cost deposits. We continue to invest in people, technology and products to diversify and grow our revenue stream. Our progress in disciplined expense management across the company supports our ability to maintain a scalable and efficient operating platform. 2014 also brought about the expiration of the five-year loss sharing coverage period on commercial assets acquired in our 2009 FDIC-assisted transactions. While loss sharing coverage provided us with an added layer of loss protection for the five-year period, we have made great strides with our covered asset resolution efforts and feel we are well positioned to manage the risk associated with the remaining commercial assets without loss share coverage. We are excited about 2015. We see opportunities for continued organic growth throughout our metro-centric footprint and remain open to acquisitions that meet our strategic operational and financial criteria. Our strong capital position will support this growth activity. Well Positioned for GROWTH I want to thank our associates for their hard work and support in delivering the First brand of community banking to our clients everyday. Their relationship focus adds client value and is foundational to our future growth. Claude E. Davis Chief Executive Officer


8 First Financial Bancorp 2014 Annual Report


Directors and Officers
Board of Directors
 
 
 
Senior Management
 
 
 
 
 
Murph Knapke
 
Peter E. Geier
 
Claude E. Davis
Chairman of the Board,
 
Chief Executive Officer,
 
Chief Executive Officer
First Financial Bancorp;
 
Ohio State University Health Systems
 
 
Partner, Knapke Law Office
 
Chief Operating Officer,
 
Richard Barbercheck
 
 
Ohio State University Medical Center
 
Chief Credit Officer
J. Wickliffe Ach
 
 
 
 
Chief Executive Officer,
 
Susan L. Knust
 
Matthew B. Burgess
Hixson, Inc.
 
Owner and President,
 
Chief Internal Auditor
 
 
Omega Warehouse Services
 
 
David S. Barker
 
 
 
Holly M. Foster
President and
 
William J. Kramer
 
Chief Compliance Officer
Chief Executive Officer,
 
Vice President of Operations,
 
 
SIHO Insurance Services
 
Valco Companies, Inc.
 
John M. Gavigan
 
 
 
 
Chief Financial Officer and
Cynthia O. Booth
 
Jeffrey D. Meyer
 
Principal Accounting Officer
President and
 
President,
 
 
Chief Executive Officer,
 
Clean Title Agency, Inc.
 
Shannon M. Kuhl
COBCO Enterprises
 
 
 
Chief Legal Officer and
 
 
Richard E. Olszewski
 
Corporate Secretary
Mark A. Collar
 
Owner/Operator
 
 
Member
 
7 Eleven Food Stores
 
Kevin T. Langford
Collar, Ltd
 
 
 
President, Community Banking
 
 
Maribeth S. Rahe
 
 
Claude E. Davis
 
President and
 
C. Douglas Lefferson
Chief Executive Officer,
 
Chief Executive Officer,
 
President, Community Banking
First Financial Bancorp.
 
Fort Washington Investment
 
 
 
 
Advisors, Inc.
 
Alisa E. Poe
Corinne R. Finnerty
 
 
 
Chief of Staff and
Partner,
 
 
 
Chief Talent Officer
McConnell Finnerty PC
 
 
 
 
 
 
 
 
Bradley J. Ringwald
 
 
 
 
President, Specialty Banking
 
 
 
 
 
 
 
 
 
Jill A. Stanton
 
 
 
 
President, Mortgage Banking
 
 
 
 
 
 
 
 
 
Anthony M. Stollings
 
 
 
 
President and Chief Operating Officer
 
 
 
 
 
 
 
 
 
William J. Sorg
 
 
 
 
Chief Risk Officer

First Financial Bancorp 2014 Annual Report 9



FINANCIAL HIGHLIGHTS
 
 
 
 
 
 
 
(Dollars in thousands, except per share data)
 
2014
 
2013
 
% Change
Earnings
 
 
 
 
 
 
Net interest income
 
$
228,625

 
$
228,320

 
0.1
 %
Net income
 
65,000

 
48,349

 
34.4
 %
 
 
 
 
 
 
 
Per Share
 
 
 
 
 
 
Net income per common share-basic
 
$
1.11

 
$
0.84

 
32.1
 %
Net income per common share-diluted
 
1.09

 
0.83

 
31.3
 %
Cash dividends declared per common share
 
0.61

 
0.94

 
(35.1
)%
Tangible book value per common share (end of year)
 
10.38

 
10.10

 
2.8
 %
Market price (end of year)
 
18.59

 
17.43

 
6.7
 %
 
 
 
 
 
 
 
Balance Sheet - End of Year
 
 
 
 
 
 
Total assets
 
$
7,217,821

 
$
6,417,213

 
12.5
 %
Deposits
 
5,655,742

 
4,837,507

 
16.9
 %
Loans
 
4,777,235

 
3,963,514

 
20.5
 %
Investment securities
 
1,761,090

 
1,798,300

 
(2.1
)%
Shareholders' equity
 
784,077

 
682,161

 
14.9
 %
 
 
 
 
 
 
 
Ratios
 
 
 
 
 
 
Return on average assets
 
0.96
%
 
0.77
%
 
 
Return on average shareholders' equity
 
8.94
%
 
6.89
%
 
 
Return on average tangible shareholders' equity
 
11.18
%
 
8.05
%
 
 
Net interest margin
 
3.71
%
 
3.97
%
 
 
Net interest margin (fully tax equivalent)
 
3.76
%
 
4.01
%
 
 

10 First Financial Bancorp 2014 Annual Report











 
2014 Financial Information









First Financial Bancorp 2014 Annual Report 11


Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Table 1 • Financial Summary
 
 
 
 
 
 
 
 
 
 
December 31,
(Dollars in thousands, except per share data)
2014
 
2013
 
2012
 
2011
 
2010
Summary of operations
 
 
 
 
 
 
 
 
 
Interest income
$
247,859

 
$
245,208

 
$
280,930

 
$
308,817

 
$
343,502

Tax equivalent adjustment (1)
3,224

 
2,142

 
1,055

 
979

 
866

Interest income tax – equivalent (1)
251,083

 
247,350

 
281,985

 
309,796

 
344,368

Interest expense
19,234

 
16,888

 
27,589

 
44,921

 
67,992

  Net interest income tax – equivalent   (1)
$
231,849

 
$
230,462

 
$
254,396

 
$
264,875

 
$
276,376

Interest income
$
247,859

 
$
245,208

 
$
280,930

 
$
308,817

 
$
343,502

Interest expense
19,234

 
16,888

 
27,589

 
44,921

 
67,992

  Net interest income
228,625

 
228,320

 
253,341

 
263,896

 
275,510

Provision for loan and lease losses
1,528

 
8,909

 
50,020

 
83,291

 
96,708

Noninterest income
63,965

 
73,647

 
122,421

 
142,531

 
146,831

Noninterest expenses
196,034

 
225,475

 
221,997

 
218,097

 
233,680

Income before income taxes
95,028

 
67,583

 
103,745

 
105,039

 
91,953

Income tax expense
30,028

 
19,234

 
36,442

 
38,300

 
32,702

   Net income
65,000

 
48,349

 
67,303

 
66,739

 
59,251

Dividends on preferred stock
0

 
0

 
0

 
0

 
1,865

   Income available to common shareholders
$
65,000

 
$
48,349

 
$
67,303

 
$
66,739

 
$
57,386

 
 
 
 
 
 
 
 
 
 
Per share data
 
 
 
 
 
 
 
 
 
Earnings per common share
 
 
 
 
 
 
 
 
 
Basic
$
1.11

 
$
0.84

 
$
1.16

 
$
1.16

 
$
1.01

Diluted
$
1.09

 
$
0.83

 
$
1.14

 
$
1.14

 
$
0.99

Cash dividends declared per common share
$
0.61

 
$
0.94

 
$
1.18

 
$
0.78

 
$
0.40

Average common shares outstanding–basic (in thousands)
58,663

 
57,270

 
57,877

 
57,692

 
56,969

Average common shares outstanding–diluted (in thousands)
59,393

 
58,073

 
58,869

 
58,693

 
57,993

 
 
 
 
 
 
 
 
 
 
Selected year-end balances
 
 
 
 
 
 
 
 
 
Total assets
$
7,217,821

 
$
6,417,213

 
$
6,497,048

 
$
6,671,511

 
$
6,250,225

Earning assets
6,594,626

 
5,840,849

 
5,961,727

 
6,110,934

 
5,741,683

Investment securities (2)
1,761,090

 
1,798,300

 
1,874,343

 
1,516,002

 
1,015,205

Total loans and leases
4,777,235

 
3,963,514

 
3,927,180

 
4,021,691

 
4,297,586

FDIC indemnification asset
22,666

 
45,091

 
119,607

 
173,009

 
222,648

Interest-bearing demand deposits
1,225,378

 
1,125,723

 
1,160,815

 
1,317,339

 
1,111,877

Savings deposits
1,889,473

 
1,612,005

 
1,623,614

 
1,724,659

 
1,534,045

Time deposits
1,255,364

 
952,327

 
1,068,637

 
1,654,662

 
1,794,843

Noninterest-bearing demand deposits
1,285,527

 
1,147,452

 
1,102,774

 
946,180

 
705,484

Total deposits
5,655,742

 
4,837,507

 
4,955,840

 
5,642,840

 
5,146,249

Short-term borrowings
661,392

 
748,749

 
624,570

 
99,431

 
59,842

Long-term debt
48,241

 
60,780

 
75,202

 
76,544

 
128,880

Other long-term debt
0

 
0

 
0

 
0

 
20,620

Shareholders’ equity
784,077

 
682,161

 
710,425

 
712,221

 
697,394

 
 
 
 
 
 
 
 
 
 
Select Financial Ratios
 
 
 
 
 
 
 
 
 
Average loans to average deposits (3)
83.20
%
 
82.12
%
 
75.66
%
 
78.53
%
 
86.43
%
Net charge-offs to average loans and leases
0.27
%
 
0.99
%
 
1.34
%
 
1.51
%
 
1.82
%
Average shareholders’ equity to average total assets
10.75
%
 
11.17
%
 
11.30
%
 
11.33
%
 
10.53
%
Average common shareholders’ equity to average total assets
10.75
%
 
11.17
%
 
11.30
%
 
11.33
%
 
10.35
%
Return on average assets
0.96
%
 
0.77
%
 
1.07
%
 
1.06
%
 
0.91
%
Return on average common equity
8.94
%
 
6.89
%
 
9.43
%
 
9.37
%
 
8.55
%
Return on average equity
8.94
%
 
6.89
%
 
9.43
%
 
9.37
%
 
8.68
%
Net interest margin
3.71
%
 
3.97
%
 
4.37
%
 
4.55
%
 
4.66
%
Net interest margin (tax equivalent basis) (1)
3.76
%
 
4.01
%
 
4.39
%
 
4.57
%
 
4.68
%
Dividend payout
54.95
%
 
111.90
%
 
101.72
%
 
67.24
%
 
39.60
%
(1) Tax equivalent basis was calculated using a 35.00% tax rate in all years presented.
(2) Includes investment securities held-to-maturity, investment securities available-for-sale, investment securities trading, and other investments.
(3) Includes covered loans and loans held for sale.


12 First Financial Bancorp 2014 Annual Report


This annual report contains forward-looking statements. See the Forward-Looking Statements section that follows for further information on the risks and uncertainties associated with forward-looking statements. The following discussion and analysis is presented to facilitate the understanding of the financial position and results of operations of First Financial Bancorp. (First Financial or the Company). The discussion and analysis identifies trends and material changes that occurred during the reporting periods and should be read in conjunction with the Statistical Data, Consolidated Financial Statements and accompanying Notes.

Effective October 1, 2014, the five-year loss sharing coverage period for non-single family assets expired and the majority of the Company’s formerly covered assets were no longer subject to FDIC loss sharing protection. As a result of this expiration, and the insignificant balance of assets that remain subject to FDIC loss sharing protection for five more years relative to the Company’s total assets, all covered loans and the related allowance for loan and lease losses-covered, as well as provision for covered loan and lease losses, have been reclassified in the Consolidated Financial Statements, and all credit quality metrics have been updated to include covered and formerly covered assets. The proportionate share (generally 80%) of credit losses and resolution expenses on covered assets expected to be reimbursed by the FDIC and recorded as FDIC loss sharing income in the Company’s Consolidated Statements of Income during those prior periods are not reflected in these credit quality ratios.

EXECUTIVE SUMMARY

First Financial is a $7.2 billion bank holding company headquartered in Cincinnati, Ohio.  As of December 31, 2014 , First Financial, through its subsidiaries, operated primarily in Ohio, Indiana and Kentucky.  These subsidiaries include a commercial bank, First Financial Bank, N.A. (First Financial Bank or the Bank) with 106 banking centers and 131 ATMs. First Financial provides banking and financial services products through its four lines of business: commercial, consumer, wealth management and mortgage. The commercial, consumer and mortgage business lines provide credit-based products, deposit accounts, retail brokerage, corporate cash management support and other services to commercial and consumer clients.  The Bank also provides lending products, primarily equipment, real estate and leasehold improvement financing, for select concepts and franchisees in the quick service and casual dining restaurant sector located throughout the United States.  First Financial Wealth Management provides wealth planning, portfolio management, trust and retirement plan services and had approximately $2.4 billion in assets under management as of December 31, 2014.

First Financial acquired the banking operations of Peoples Community Bank (Peoples), and Irwin Union Bank and Trust Company and Irwin Union Bank, F.S.B. (collectively, Irwin), through Federal Deposit Insurance Corporation (FDIC)-assisted transactions in 2009. In connection with these FDIC-assisted transactions, First Financial entered into loss sharing agreements with the FDIC. Under the terms of these agreements the FDIC reimburses First Financial for a percentage of losses with respect to certain loans (covered loans) and other real estate owned (covered OREO) (collectively, covered assets). These agreements provide for loss protection on single-family, residential loans for a period of ten years and First Financial is required to share any recoveries of previously charged-off amounts for the same time period, on the same pro-rata basis with the FDIC. All other loans are provided loss protection for a period of five years and recoveries of previously charged-off amounts must be shared with the FDIC for an additional three year period, on the same pro-rata basis. The Company's loss sharing indemnification from the FDIC related to non-single-family loans expired effective October 1, 2014. The loss sharing protection related to all other covered loans of approximately $135.7 million will expire in the third quarter 2019. Covered assets represented 1.9% of First Financial's total assets at December 31, 2014.

The major components of First Financial’s operating results for the past five years are summarized in Table 1 – Financial Summary and discussed in greater detail on subsequent pages.

MARKET STRATEGY AND BUSINESS COMBINATIONS

First Financial serves a combination of metropolitan and non-metropolitan markets in Ohio, Indiana and Kentucky through its full-service banking centers, while providing franchise lending services to borrowers throughout the United States. First Financial’s market selection process includes a number of factors, but markets are primarily chosen for their potential for growth and long-term profitability. First Financial’s goal is to develop a competitive advantage utilizing a local market focus, building long-term relationships with clients to help them reach greater levels of success in their financial life and providing a superior level of service.  First Financial intends to continue focusing plans for future growth and capital investments within its current metropolitan markets and evaluating other growth opportunities in metropolitan markets located within, or in close proximity to, the Company's current geographic footprint.  Smaller markets have historically provided stable, low-cost funding sources to First Financial and remain an important part of its funding base.  First Financial believes its historical strength in these markets should enable it to retain or improve its market share.


First Financial Bancorp 2014 Annual Report 13


During 2014, First Financial completed three business combinations in the Columbus, Ohio market (the Columbus acquisitions) as follows:

First Bexley. On August 7, 2014, First Financial closed its merger agreement with The First Bexley Bank (First Bexley). Founded in 2006 and conducting operations out of one full service branch location in Bexley, Ohio, First Bexley served commercial and consumer clients throughout Columbus and central Ohio. First Financial acquired First Bexley in a cash and stock transaction in which First Bexley merged with and into First Financial Bank.

Insight. On August 7, 2014, First Financial also closed its merger with Insight Bank (Insight) during the third quarter 2014. Founded in 2006 and conducting operations out of one full service location in Worthington, Ohio, and a mortgage origination office in Newark, Ohio, Insight provided commercial and consumer banking services to clients throughout Columbus and central Ohio. First Financial acquired Insight in a cash and stock transaction in which Insight merged with and into First Financial Bank.

Guernsey. On August 21, 2014, First Financial finalized its merger with Guernsey Bancorp, Inc. (Guernsey). Headquartered in Worthington, Ohio, Guernsey conducted operations out of three full service branches and served commercial and consumer clients throughout Columbus and central Ohio. Under the terms of the merger agreement, First Financial acquired Guernsey for cash consideration and the transfer of a single bank-owned property to Guernsey's sole shareholder. The Company also paid off all amounts due under a promissory note to a third party on behalf of Guernsey. The Guernsey Bank, an Ohio state chartered bank and wholly-owned subsidiary of Guernsey, merged with and into First Financial as part of the merger agreement.

The First Bexley, Insight and Guernsey acquisitions provide First Financial an entrance into Central Ohio, and introduce the Company's diverse product set to commercial and consumer clients of those institutions. These acquisitions position First Financial as one of the largest community banks serving the metropolitan Columbus market. The data conversions and re-branding efforts on the Columbus acquisitions were completed during the second half of 2014.

The following table provides a summary of the purchase consideration, assets acquired and liabilities assumed, at their estimated fair value, and the resulting goodwill from the Columbus acquisitions. For further detail on the Columbus acquisitions, see Note 20 - Business Combinations in the Notes to Consolidated Financial Statements.
Table 2  Business Combinations
 
(Dollars in thousands)
Total
Purchase consideration
 
Cash consideration
$
34,190

Stock consideration
60,429

Other consideration
2,523

Total purchase consideration
$
97,142

 
 
Assets acquired
 
Loans
$
606,263

Intangible assets
3,556

Other assets
117,493

Total assets
$
727,312

 
 
Liabilities assumed
 
Deposits
$
568,605

Borrowings
94,891

Other liabilities
9,363

Total liabilities
$
672,859

 
 
Net identifiable assets
$
54,453

Goodwill
$
42,689


First Financial Bancorp 2014 Annual Report 14



In addition to the Columbus acquisitions discussed above, First Financial also entered the Fort Wayne, Indiana market through the hiring of experienced and well-established commercial and residential mortgage lending teams in January of 2014. On a combined basis, these actions provide First Financial entrance into two new metropolitan markets that it believes have attractive demographics and future growth prospects.

OVERVIEW OF OPERATIONS
 
First Financial’s operational results are influenced by overall economic factors and conditions, including market interest rates, competition within the marketplace, business spending, consumer confidence and regulatory changes. Net income for the year ended December 31, 2014 was $65.0 million , resulting in basic earnings per share of $1.11 and earnings per diluted share of $1.09 . This represented a 34.4% increase in net income from $48.3 million in 2013. Basic and diluted earnings per share for the year ended December 31, 2013 were $0.84 and $0.83 , respectively. First Financial’s return on average shareholders’ equity for 2014 was 8.94%, which compares to 6.89% for 2013 . First Financial’s return on average assets for 2014 was 0.96%, which compares to a return on average assets of 0.77% for 2013 .
  
Net interest income in 2014 increased $0.3 million or 0.1% from 2013 , compared to a 9.9% decrease in 2013 compared to 2012. This slight increase in 2014 was primarily driven by higher earning asset balances, partially offset by lower yields as a result of the prolonged low interest rate environment. The net interest margin was 3.71% for 2014 compared with 3.97% in 2013 and 4.37% in 2012.
 
Noninterest income declined $9.7 million during the year, from $73.6 million in 2013 to $64.0 million in 2014 . The decline in noninterest income was primarily due to lower FDIC loss sharing income, decreased income from the accelerated discount on covered/formerly covered loans that prepaid during the year, lower gain on sale of securities and lower other noninterest income, partially offset by higher gains on sale of loans. FDIC loss sharing income represents reimbursements due from the FDIC under loss sharing agreements for losses and resolution expenses on covered assets.

Noninterest expense decreased $29.4 million, or 13.1%, during the year, from $225.5 million in 2013 to $196.0 million in 2014 . The decrease was primarily due to a valuation adjustment to the FDIC indemnification asset and pension settlement charges incurred in 2013, as well as lower loss sharing expenses during 2014, partially offset by an increase in salaries and benefits and data processing expenses from the Columbus acquisitions also in 2014.
 
Total loans increased $813.7 million from $4.0 billion at December 31, 2013 to $4.8 billion at December 31, 2014 , driven by strong organic growth as well as the Columbus acquisitions, which contributed $606.3 million of loans. Total uncovered loans increased $1.1 billion, from $3.5 billion at December 31, 2013 to $4.6 billion at December 31, 2014 while total covered loans decreased $322.2 million, from $457.9 million at December 31, 2013 to $135.7 million at December 31, 2014 . New loan originations continue to be recorded at yields significantly lower than the yields on loans that paid off or matured during the period as a result of the low interest rate environment, muting the impact of increased balances on interest income and net interest margin.
 
First Financial experienced an $818.2 million or 16.9% increase in total deposits during 2014 , from $4.8 billion at December 31, 2013 to $5.7 billion as of December 31, 2014 . This increase is the result of the $568.6 million in deposits from the Columbus acquisitions as well as strong deposit generation efforts during the year. The increase in deposits during 2014 contributed to an $87.4 million or 11.7% decrease in short-term borrowings from $748.7 million as of December 31, 2013 to $661.4 million as of December 31, 2014. The Company's total cost of funds increased to 0.32% in 2014 from 0.31% in 2013.
 
The allowance for loan and lease losses (allowance), which includes covered and formerly covered loans, at December 31, 2014, was $52.9 million, or 1.11%, of loans compared to $62.7 million, or 1.58% of loans at December 31, 2013. Given the applications of acquisition accounting and the resulting estimated fair value marks embedded in the carrying value of loans acquired in the Columbus transactions during the third quarter 2014, First Financial has experienced an increase in loan balances, without a corresponding increase in the allowance. As such, the Company considers the total allowance for loan and lease losses and the remaining net fair value marks on all acquired loans, less the remaining indemnification asset balance, to be a relevant measure of the Company's loan loss protection. The balance of the Company's total allowance and credit marks on acquired loans, net of the indemnification asset, was 1.51% of total loans and leases as of December 31, 2014.

The Company's credit quality performance improved in 2014, reflecting continued recovery in the U.S. economy from the period of sustained weakness and falling real estate values experienced from 2007 to 2010. First Financial's lower levels of nonperforming and classified assets continue to reflect improving economic conditions, including lower unemployment rates and higher levels of business and consumer spending.

First Financial Bancorp 2014 Annual Report 15

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations


For a more detailed discussion of the above topics, please refer to the sections that follow.

NET INCOME
 
2014 vs. 2013. First Financial’s net income increased $16.7 million or 34.4% to $65.0 million in 2014 , compared to net income of $48.3 million in 2013 . The increase was primarily related to a $7.4 million, or 82.8% decrease in provision for loan and lease losses as well as a decline in noninterest expenses of $29.4 million, or 13.1%, partially offset by a decrease in noninterest income of $9.7 million, or 13.1% and an increase in income tax expense of $10.8 million, or 56.1% during 2014. For more detail, refer to the Net interest income, Noninterest income and Noninterest expense sections that follow.

2013 vs. 2012. First Financial’s net income decreased $19.0 million or 28.2% to $48.3 million in 2013 , compared to net income of $67.3 million in 2012. The decrease was primarily related to declines in net interest income of $25.0 million, or 9.9%, and noninterest income of $48.8 million or 39.8%, partially offset by a $41.1 million, or 82.2% reduction in provision for loan and lease losses and a $17.2 million, or 47.2% decrease in income tax expense.

NET INTEREST INCOME
 
First Financial’s net interest income for the years 2010 through 2014 is shown in Table 1 – Financial Summary. Net interest income, First Financial’s principal source of income, is the excess of interest received from earning assets over interest paid on interest-bearing liabilities, plus fees for financial services provided to clients. The amount of net interest income is determined by the volume and mix of earning assets, the rates earned on such earning assets and the volume, mix and rates paid for the deposits and borrowed money that support the earning assets. Table 3 – Volume/Rate Analysis - Tax Equivalent Basis describes the extent to which changes in interest rates and changes in the volume of earning assets and interest-bearing liabilities have affected First Financial’s net interest income on a tax equivalent basis during the years presented. Nonaccrual loans and loans held for sale, were included in the daily average loan balances used to determine the yields in Table 3 – Volume/Rate Analysis - Tax Equivalent Basis. Table 3 – Volume/Rate Analysis - Tax Equivalent Basis should be read in conjunction with the Statistical Information table.
 
For analytical purposes, net interest income is also presented in Table 1 – Financial Summary, adjusted to a tax equivalent basis assuming a 35% marginal tax rate for interest earned on tax-exempt assets such as municipal loans and investments.  This is to recognize the income tax savings that facilitates a comparison between taxable and tax-exempt assets.  Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis as these measures provide useful information to make peer comparisons. First Financial's tax equivalent net interest margin was 3.76%, 4.01% and 4.39% for 2014, 2013 and 2012, respectively.
 
Loan fees included in the interest income computation for 2014 , 2013 and 2012 were $4.3 million, $6.7 million and $9.4 million, respectively. The decrease in loan fees in 2014 was primarily due to lower prepayment fee income as a result of reduced levels of payoffs and loan refinancings.

2014 vs. 2013. Net interest income increased $0.3 million or 0.1%, from $228.3 million in 2013 to $228.6 million in 2014, primarily due to an increase in average earning assets, partially offset by lower yields during 2014. Average earning assets increased from $5.8 billion in 2013 to $6.2 billion in 2014, while the yield on earning assets declined 24 basis points from 4.26% in 2013 to 4.02% in 2014.

Interest income was $247.9 million in 2014 , a $2.7 million or 1.1% increase from 2013. The increase was primarily attributable to interest income from investment securities, which increased $7.9 million or 21.7%, from $36.5 million in 2013 to $44.5 million in 2014, partially offset by a $7.5 million, or 3.5% decrease in interest income earned on loans during the period as the higher yielding covered loan portfolio has continued to decline. The increase in interest income from investment securities during 2014 was the result of higher investment securities balances and yields during the year, as the average balance of investment securities increased $127.9 million or 7.5% in 2014 as compared to 2013 and the average yield on investment securities increased 29 basis points, to 2.44% in 2014 from 2.15% in 2013. The increased yield on investment securities is primarily related to the sale of lower yielding assets and a decline in prepayment speeds during the year.

Interest expense was $19.2 million in 2014 , a $2.3 million or 13.9% increase from 2013 . Interest expense increased as the average balance of interest-bearing deposits increased $249.4 million, or 6.7%, primarily due to the impact of the Columbus acquisitions, and the cost of funds related to these deposits increased 6 basis points to 0.41% for 2014 from 0.35% in 2013. Total cost of interest-bearing liabilities increased 2 basis points to 0.40% in 2014 from 0.38% in 2013 . Interest expense was also impacted by an increase in average short-term borrowings of $159.4 million during 2014 due primarily to balance sheet

16 First Financial Bancorp 2014 Annual Report


growth, including the Columbus acquisitions, which was partially offset by a $12.1 million or 17.4% decline in long-term borrowings when compared to 2013.

2013 vs. 2012. Net interest income decreased $25.0 million or 9.9%, from $253.3 million in 2012 to $228.3 million in 2013, primarily due to lower yields on earning assets partially offset by a decline in the cost of interest-bearing liabilities during 2013. While average earning assets were relatively unchanged, the yield on earning assets declined 58 basis points from 4.84% in 2012 to 4.26% in 2013.

Interest income was $245.2 million in 2013, a $35.7 million or 12.7% decrease from 2012. The decline in interest income and the lower yield on earning assets in 2013 were primarily the result of a $290.2 million or 38.8% decrease in covered loans, which generally accrete a yield above market interest rates, as well as declines in the yields on uncovered loans and investment securities in 2013.

Interest expense was $16.9 million in 2013, a $10.7 million or 38.8% decrease from 2012. The total cost of interest-bearing liabilities declined 24 basis points to 0.38% in 2013 from 0.62% in 2012, primarily due to a 24 basis point decrease in the cost of interest-bearing deposits to 0.35% in 2013 from 0.59% in 2012. The lower cost of funds in 2013 was primarily a result of the lower interest rate environment as well as deposit pricing and rationalization strategies executed by the Company in recent years.

Table 3 • Volume/Rate Analysis - Tax Equivalent Basis (1)  
 
 
 
 
 
 
2014 change from 2013 due to
 
2013 change from 2012 due to
(Dollars in thousands)
 
Volume
Rate
 
Total
 
Volume
Rate
 
Total
Interest income
 
 
 
 
 
 
 
 
 
 
 
 
Loans (2)
 
$
16,427

 
$
(23,439
)
 
$
(7,012
)
 
$
972

 
$
(34,227
)
 
$
(33,255
)
Indemnification asset
 
10,690

 
(8,549
)
 
2,141

 
3,828

 
(4,168
)
 
(340
)
Investment securities (3)
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
2,281

 
4,496

 
6,777

 
(1,270
)
 
(2,247
)
 
(3,517
)
Tax-exempt
 
1,393

 
391

 
1,784

 
2,731

 
(170
)
 
2,561

Total investment securities interest  (3)
 
3,674

 
4,887

 
8,561

 
1,461

 
(2,417
)
 
(956
)
Interest-bearing deposits with other banks
 
43

 
0

 
43

 
(126
)
 
42

 
(84
)
Total
 
30,834

 
(27,101
)
 
3,733

 
6,135

 
(40,770
)
 
(34,635
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits
 
35

 
(214
)
 
(179
)
 
(92
)
 
42

 
(50
)
Savings deposits
 
325

 
2,241

 
2,566

 
(5
)
 
(191
)
 
(196
)
Time deposits
 
849

 
(330
)
 
519

 
(3,602
)
 
(7,530
)
 
(11,132
)
Short-term borrowings
 
271

 
(180
)
 
91

 
780

 
135

 
915

Long-term debt
 
(381
)
 
(270
)
 
(651
)
 
(205
)
 
(33
)
 
(238
)
Total
 
1,099

 
1,247

 
2,346

 
(3,124
)
 
(7,577
)
 
(10,701
)
Net interest income
 
$
29,735

 
$
(28,348
)
 
$
1,387

 
$
9,259

 
$
(33,193
)
 
$
(23,934
)

(1) Tax equivalent basis was calculated using a 35.00% tax rate.
(2) Includes nonaccrual loans and loans held-for-sale.
(3) Includes investment securities held-to-maturity, investment securities available-for-sale and other investments.

NONINTEREST INCOME AND NONINTEREST EXPENSES
 
Noninterest income and noninterest expenses for 2014, 2013 and 2012 are shown in Table 4 – Noninterest Income and Noninterest Expense.
 
NONINTEREST INCOME
 
2014 vs. 2013. Noninterest income decreased $9.7 million or 13.1% from $73.6 million in 2013 to $64.0 million in 2014 primarily related to lower FDIC loss sharing income, lower income from the accelerated discount on covered loans that

First Financial Bancorp 2014 Annual Report 17

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

prepaid, a decline in gains on sales of securities and a decrease in other noninterest income, partially offset by an increase in gains from loan sales. FDIC loss sharing income declined $3.4 million or 90.2% from 2013 to 2014 as a result of improvement in future expected cash flows on covered loans and declining losses on covered assets during the year. FDIC loss sharing income represents the proportionate share of credit losses on covered assets that First Financial expects to receive from the FDIC. Income from the accelerated discount on covered loans decreased $3.0 million or 41.5%, while other noninterest income declined $1.7 million or 14.4%. Accelerated discounts on covered/formerly covered loans that prepay result from the accelerated recognition of a component of the discount that would have been recognized over the expected life of the loan had it not prepaid. Both loss sharing income and accelerated discount on covered/formerly covered loans were impacted by a decline in covered assets of $349.0 million, or 72.0% due to the expiration of non-single family loss sharing agreements effective October 1, 2014 as well as continued run-off of the covered/formerly covered assets.
 
Noninterest income from gain on sale of investment securities decreased $1.7 million or 95.9% in 2014 as $166.3 million of investment securities sold resulted in gains of $0.1 million during the period compared to sales of $91.0 million of investment securities that resulted in gains of $1.7 million during 2013. Other noninterest income decreased in 2014 due to an $0.8 million increase in the portfolio valuations related to customer derivatives in 2013 that did not recur in 2014, as well as lower rental income earned on OREO properties and lower fixed annuity income during the period. Partially offsetting the decrease in noninterest income was an increase in gain on sale of mortgage loans of $1.2 million, or 38.5%, due to strong mortgage origination activity and the impact of Columbus acquisitions during 2014.

2013 vs. 2012. Noninterest income decreased $48.8 million or 39.8% from $122.4 million in 2012 to $73.6 million in 2013 primarily related to lower FDIC loss sharing income, income from the accelerated discount on covered loans that prepaid, gains on sales of securities and mortgages and other income. FDIC loss sharing income declined $31.6 million or 89.5% from 2012 to 2013 as a result of improvement in future expected cash flows on covered loans and declining losses on covered assets during the year. Income from the accelerated discount on covered loans decreased $6.5 million or 47.6%, while other income declined $7.9 million or 39.7%. Income from the sale of mortgages declined $1.4 million, or 31.1% due to lower mortgage demand as a result of rising interest rates during 2013. The decrease in other noninterest income was primarily related to a $5.0 million legal settlement received in 2012 as well as lower income from bank owned life insurance and client derivative fees in 2013.
 

18 First Financial Bancorp 2014 Annual Report


Table 4 • Noninterest Income and Noninterest Expense
 
2014
 
2013
 
2012
 
 
% Change
 
 
% Change
 
 
% Change
 
 
increase
 
 
increase
 
 
increase
(Dollars in thousands)
Total
(decrease)
 
Total
(decrease)
 
Total
(decrease)
Noninterest income
 
 
 
 
 
 
 
 
Service charges on deposit accounts
$
20,274

(1.6
)%
 
$
20,595

(2.9
)%
 
$
21,215

10.5
 %
Trust and wealth management fees
13,634

(4.8
)%
 
14,319

2.6
 %
 
13,951

(2.7
)%
Bankcard income
10,740

(1.6
)%
 
10,914

8.8
 %
 
10,028

7.9
 %
Net gains from sales of loans
4,364

38.5
 %
 
3,150

(31.1
)%
 
4,570

7.3
 %
FDIC loss sharing income
365

(90.2
)%
 
3,720

(89.5
)%
 
35,346

(41.9
)%
Accelerated discount on covered loans
4,184

(41.5
)%
 
7,153

(47.6
)%
 
13,662

(33.4
)%
Other
10,334

(14.4
)%
 
12,072

(39.7
)%
 
20,021

74.3
 %
Subtotal
63,895

(11.2
)%
 
71,923

(39.5
)%
 
118,793

(15.1
)%
Gains on sales of investment securities
70

(95.9
)%
 
1,724

(52.5
)%
 
3,628

42.8
 %
Total
$
63,965

(13.1
)%
 
$
73,647

(39.8
)%
 
$
122,421

(14.1
)%
 
 
 
 
 
 
 
 
 
Noninterest expenses
 
 
 
 
 
 
 
 
Salaries and employee benefits
$
107,702

6.2
 %
 
$
101,402

(10.4
)%
 
$
113,154

5.8
 %
Pension settlement charges
0

N/M

 
6,174

N/M

 
0

N/M

Net occupancy
19,187

(9.5
)%
 
21,207

2.5
 %
 
20,682

(3.4
)%
Furniture and equipment
8,554

(4.6
)%
 
8,970

(2.4
)%
 
9,190

(7.6
)%
Data processing
12,963

26.7
 %
 
10,229

15.8
 %
 
8,837

54.6
 %
Marketing
3,603

(15.6
)%
 
4,270

(23.1
)%
 
5,550

(4.2
)%
Communication
2,277

(29.0
)%
 
3,207

(5.9
)%
 
3,409

6.4
 %
Professional services
6,170

(10.3
)%
 
6,876

(5.4
)%
 
7,269

(24.6
)%
State intangible tax
2,111

(46.3
)%
 
3,929

0.8
 %
 
3,899

8.8
 %
FDIC assessments
4,462

(0.9
)%
 
4,501

(3.9
)%
 
4,682

(17.5
)%
Loss (gain)-other real estate owned
862

N/M

 
31

(99.5
)%
 
5,696

(56.8
)%
Loss sharing expense
4,686

(33.8
)%
 
7,083

(34.0
)%
 
10,725

197.9
 %
FDIC indemnification impairment
0

N/M

 
22,417

N/M

 
0

N/M

Other
23,457

(6.8
)%
 
25,179

(12.9
)%
 
28,904

(1.8
)%
Total
$
196,034

(13.1
)%
 
$
225,475

1.6
 %
 
$
221,997

1.8
 %

N/M = Not meaningful
 

NONINTEREST EXPENSES

2014 vs. 2013. Noninterest expenses decreased $29.4 million or 13.1% in 2014 compared to 2013 , primarily due to a $22.4 million FDIC indemnification valuation adjustment and $6.2 million of pension settlement charges that occurred in 2013. Also, contributing to the decrease was a $2.4 million, or 33.8% decline in loss sharing expenses, a $2.0 million, or 9.5% reduction in occupancy expense, a $0.9 million, or 29.0% decline in communication expense, a $1.8 million, or 46.3% decrease in state intangible tax and a $1.7 million, or 6.8% decrease in other noninterest expense. These decreases were partially offset by a $6.3 million, or 6.2% increase in salaries and employee benefits and a $2.7 million, or 26.7% increase in data processing expenses. Excluding the FDIC indemnification valuation adjustment and pension settlement charges from 2013, noninterest expenses declined $0.9 million or 0.4% during 2014 as on-going efficiency efforts were partially offset by acquisition-related expenses.

The decrease in loss sharing expenses relates primarily to lower collection costs incurred to resolve problem covered loans and the reduction in occupancy expense was related to branch consolidations and lease abandonment costs during 2013. Communication expense decreased as a result of branch consolidations and other cost reduction efforts, while the decline in state intangible tax was related to tax law changes to both the Ohio tax base and apportionment in 2014. Other noninterest

First Financial Bancorp 2014 Annual Report 19

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

expense decreased in 2014 largely due to lower collection expenses, a decline in fraud losses and a reduction in banking center consolidation-related expenses.

The increase in salaries and benefits, as well as data processing expenses, were primarily due to expenses related to the Columbus acquisitions. Acquisition-related expenses totaled $6.7 million during 2014 and included $2.7 million of personnel costs, $2.0 million of data processing related expenses, $1.3 million of professional services expenses and $0.7 million of equipment and other miscellaneous expenses.

The FDIC indemnification valuation adjustment in 2013 was related to the Company’s collectability assessment of the indemnification asset during the period, which included evaluation of the primary activities that result in a reduction in the indemnification asset and the resulting projected balances of the indemnification asset upon expiration of commercial loss protection on October 1, 2014 and expiration of single family loss protection in 2019. As a result of the collectability assessment during 2013, the Company concluded the indemnification asset was impaired and recorded the related valuation adjustment to reduce the carrying value of the asset. The valuation adjustment was primarily driven by improvement in future expected cash flows on covered loans and the shorter remaining life of the commercial indemnification, which extended the lives of covered loans and pushed losses into periods beyond the indemnification agreement expiration date, a meaningful decline in the realization of loss claims filed with the FDIC and higher reimbursements to the FDIC related to positive asset resolutions in recent periods.

The accounting and valuation for the FDIC indemnification asset is closely related to the accounting and valuation for covered loans. Improvement in expected cash flows related to covered loans is driven primarily by their actual or estimated credit performance and is generally reflected in changes in the yield on the loans. There is an opposite effect on the FDIC indemnification asset and those changes in estimated credit performance are reflected by a change in its yield as well. Changes in the assessed collectability of the indemnification asset, if any, are recognized as FDIC indemnification impairment in Noninterest expenses in the Consolidated Statements of Income.

Contributing to the FDIC indemnification valuation adjustment was improvement in the expected credit performance of the commercial covered loan portfolio compared to earlier estimates as criticized and classified covered loan balances declined substantially and actual credit losses were lower than First Financial originally estimated. As First Financial neared the end of the commercial loss protection period and gained greater insight into improving economic conditions, borrower performance and loan resolution strategies, improvements in expected cash flows on certain covered loans extended the projected timing of loss events beyond the expiration of commercial loss sharing coverage thereby reducing expected relief of the indemnification asset from loss claims with the FDIC.

In addition to this improved credit outlook, the Company experienced both an increase in recoveries related to covered loans, 80% of which are required to be shared back to the FDIC, as well as a significant decline in the realized amount of loss sharing claims filed with the FDIC late in 2013. Contributing to the decline in claims realization during the period was an increased level of review from the FDIC regarding both the timing and eligibility of certain claims, changes in the projected timing of expected loss events that pushed losses out beyond the expiration of the commercial loss protection period and higher recoveries on covered assets resulting in payments owed back to the FDIC.

Given these factors and the significant negative yield that would have been required to amortize the commercial portion of the FDIC indemnification asset to zero at its expiration date, management concluded during the fourth quarter of 2013 that the FDIC indemnification asset was impaired. As a result, the Company recorded a $22.4 million pre-tax non-cash valuation adjustment to reduce the value of the FDIC indemnification asset as of December 31, 2013. The Company continued to amortize the FDIC indemnification asset over the remaining life of the loss sharing agreements, a significantly shorter period than the remaining life of the covered loans as required by the related accounting guidance, causing a significant increase in the negative yield of the FDIC indemnification asset in the fourth quarter of 2013.

For further discussion of the Company’s FDIC indemnification asset, the primary activities impacting the balance of the indemnification asset and the related impact to the Consolidated Statements of Income, see Note 5 - Loans and Leases in the Notes to the Consolidated Financial Statements.

During 2013, First Financial also recognized $6.2 million of pension settlement charges as a result of the level of lump sum distributions from the Company's pension plan. The annual threshold for recognizing lump-sum distributions as pension settlement charges reset on January 1, 2014 and no such expenses were incurred for 2014. For further discussion of pension settlement charges, see Note 14 - Employee Benefit Plans in the Notes to the Consolidated Financial Statements.


20 First Financial Bancorp 2014 Annual Report


2013 vs. 2012. Noninterest expenses increased $3.5 million or 1.6% in 2013 compared to 2012, primarily due to a $22.4 million FDIC indemnification valuation adjustment and $6.2 million of pension settlement charges incurred during 2013 as well as a $1.4 million, or 15.8% increase in data processing expenses. These increases were partially offset by an $11.8 million, or 10.4% decrease in salaries and employee benefits, a $3.6 million, or 34.0% decline in loss sharing expenses, a $2.0 million, or 61.5% decline in losses on OREO, a $3.7 million, or 149.8% decrease in losses on covered OREO and a $3.7 million, or 12.9% decline in other noninterest expense during 2013. Excluding the FDIC indemnification valuation adjustment and pension settlement charges, noninterest expenses declined $25.1 million or 11.3% during 2013 primarily as a result of the Company's efficiency efforts.
 
INCOME TAXES
 
First Financial’s tax expense in 2014 totaled $30.0 million compared to $19.2 million in 2013 and $36.4 million in 2012 , resulting in effective tax rates of 31.6% , 28.5% and 35.1% in 2014 , 2013 and 2012 , respectively. The increase in the effective tax rate in 2014 compared to 2013 was primarily the result of a favorable tax reversal related to a former Irwin subsidiary and a favorable change in state tax laws in 2013, partially offset by higher tax-exempt income earned in 2014. The decrease in the effective tax rate in 2013 compared to 2012 was a result of state tax planning strategies implemented during 2013, including formation of a captive real estate investment trust as well as a favorable adjustment to deferred tax liabilities relating to a change in state tax laws, favorable tax reversals related to an intercompany tax obligation associated with an unconsolidated former Irwin subsidiary and higher income earned on tax exempt securities compared to 2012. While the Company's effective tax rate may fluctuate due to tax jurisdiction changes and the level of tax-enhanced assets, the overall effective tax rate for 2015 is expected to be approximately 32.0% - 34.0%.
 
Further information on income taxes is presented in Note 13 - Income Taxes in the Notes to Consolidated Financial Statements.

LENDING PRACTICES
 
First Financial remains dedicated to meeting the financial needs of individuals and businesses through its client-focused business model. The loan portfolio is comprised of a broad range of borrowers primarily in the Ohio, Indiana and Kentucky markets; however, the franchise finance business serves a national client base.

First Financial’s loan portfolio is composed of commercial loan types, including commercial and industrial (commercial), real estate construction, commercial real estate and equipment leasing (lease financing), as well as consumer loan types, including residential real estate, home equity, installment and credit card loans.

Commercial Commercial loans include revolving lines of credit and term loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, leasehold improvements or other projects. Commercial loans are generally underwritten individually and secured with the assets of the Company and/or the personal guarantee of the business owners. Commercial loans also include asset based lending (ABL), as well as equipment and leasehold improvement financing for select concepts and franchisees in the quick service and casual dining restaurant sector. ABL transactions typically involve larger commercial clients and are secured by specific assets, such as inventory, accounts receivable, machinery and equipment. In the franchise lending space, First Financial focuses on a limited number of restaurant concepts that have sound economics, low closure rates and strong brand awareness within specified local, regional or national markets. First Financial's franchise lending portfolio is managed to a risk-appropriate level so as not to create an industry, geographic or franchisee concept concentration.

While economic trends continued to improve during 2014, the pace of recovery remains a challenge. First Financial maintains vigorous underwriting processes to assess prospective commercial borrowers' credit worthiness prior to origination and actively monitors commercial relationships subsequent to funding in order to ensure adequate oversight of the portfolio.

Real Estate Construction Real estate construction loans are term loans to individuals, companies or developers used for the construction of a commercial or residential property for which repayment will be generated by the sale or permanent financing of the property. Generally, these loans are for construction projects that have been pre-sold, pre-leased or have secured permanent financing, as well as loans to real estate companies with significant equity invested in the project. Real estate construction loans are underwritten by an independent credit team, managed by experienced lending officers and monitored through the construction phase by a centralized funding desk that manages loan disbursements.

As economic conditions, including rising property values, have continued to show signs of improvement, First Financial has been more actively engaged in pursuing select real estate construction lending opportunities and continues to actively monitor industry and portfolio-specific credit trends affecting the portfolio.

First Financial Bancorp 2014 Annual Report 21

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations


Commercial Real Estate Commercial real estate loans consist of term loans secured by a mortgage lien on real estate properties such as apartment buildings, office and industrial buildings and retail shopping centers. Additionally, the Company's franchise lending activities discussed in the "Commercial" section above often include the financing of real estate as well as equipment. The credit underwriting for both owner-occupied and investor income producing real estate loans includes detailed market analysis, historical and projected cash flow analysis, appropriate equity margins, assessment of lessees and lessors, type of real estate and other analysis.

The type, age, condition and location of commercial real estate properties, as well as any environmental risks associated with the properties, are considered in the underwriting process for both owner-occupied and investment properties. Credit risk is mitigated by limiting total credit exposure to individual borrowers or groups of borrowers and by requiring borrowers to have adequate down payments or cash equity, thereby limiting the loan balance in relation to the market value of the property. First Financial also regularly reviews borrowers' financial performance, makes periodic site visits to financed properties and monitors various other factors in the Company's markets that influence real estate collateral values such as rental rates, occupancy trends and capitalization rates.

While the commercial real estate sector continues to rebound from periods of stress resulting from elevated vacancy levels, lower rents and depressed property values in recent years, First Financial believes the sector has demonstrated gradual, but continuous improvement and that the Company's current underwriting criteria, coupled with active credit monitoring of loan relationships, provides adequate oversight of the commercial real estate loan portfolio.

Lease Financing Lease financing consists of lease transactions for the purchase of both new and used business equipment for commercial clients. Lease products may include tax leases, finance leases, lease lines of credit and interim funding. The credit underwriting for lease transactions includes detailed analysis of the lessee's industry and business model, nature of the equipment, equipment resale values, historical and projected cash flow analysis, secondary sources of repayment and guarantor analysis as well as other considerations.

Residential Real Estate Residential real estate loans represent loans to consumers for the financing of a residence.
These loans generally have a 15 to 30 year term and a fixed interest rate, but may have a shorter term to maturity with an adjustable interest rate, and in most cases, are extended to borrowers to finance their primary residence. First Financial sells residential real estate loan originations into the secondary market on both servicing retained and servicing released bases. Residential real estate loans are generally underwritten to secondary market lending standards, utilizing underwriting systems that rely on empirical data to assess credit risk as well as analysis of the borrowers’ ability to repay their obligations, credit history, the amount of any down payment and the market value or other characteristics of the property. First Financial also offers a residential mortgage product that features similar borrower credit characteristics but a more streamlined underwriting process than typically required to sell to the government-sponsored enterprises and thus is retained on the Consolidated Balance Sheets.

While First Financial continues to sell the majority of residential real estate originations into the secondary market, the Company believes its current underwriting criteria coupled with the monitoring of a number of portfolio metrics, including credit scores and loan-to-value ratios, provides adequate oversight in light of depressed residential property values in recent years.

Home Equity Home equity lending includes both home equity loans and revolving lines of credit secured by a first or second lien on the borrower’s residence. First Financial's origination practices for home equity lending keep both the credit decision and the documentation under the control of First Financial associates. Home equity lending underwriting includes consideration of the borrowers' credit history as well as to debt-to-income and loan-to-value policy limits.

From an industry perspective, it is likely home equity lending will continue to experience stress as borrowers remain under pressure and property values, while improving, remain depressed in many areas. However, First Financial believes its current underwriting criteria coupled with the monitoring of a number of portfolio metrics including credit scores, loan-to-value ratios, line size and usage provides adequate oversight. At December 31, 2014 , approximately 94.5% and 82.3% of the Company's outstanding home equity lines had credit line sizes of less than $100,000 and $50,000 respectively, and had an average outstanding balance of approximately $31,000.

Installment – Installment lending consists of consumer loans not secured by real estate, including loans secured by automobiles and personal unsecured loans.


22 First Financial Bancorp 2014 Annual Report


Credit Card – Credit card lending consists of secured and unsecured revolving lines of credit to consumer and business customers. Credit card lines are generally available for an indefinite period of time as long as the borrower's credit characteristics do not materially or adversely change, but may be canceled by the Company under certain circumstances.

Underwriting for installment and credit card lending focuses on the borrowers’ ability to repay their obligations, including debt-to-income analysis, prior credit history and other information.

Credit Management. Subject to First Financial’s credit policy and guidelines, credit underwriting and approval occur within the market and/or the centralized line of business originating the loan. First Financial has delegated to each market president and line of business manager a lending limit sufficient to address the majority of client requests in a timely manner. Loan requests for amounts greater than those limits require the approval of a designated credit officer or senior credit committee and can include additional approval(s) from the chief credit officer, the chief executive officer and the board of directors as necessary. This allows First Financial to manage the initial credit risk exposure through a standardized, disciplined and strategically focused loan approval process, but with an increasingly higher level of authority. Plans to purchase or sell a participation in a loan or a group of loans require the approval of certain senior lending and administrative officers, and in some cases could include the board of directors.

Credit management practices are dependent on the type and nature of the loan. First Financial monitors all significant
exposures on an on-going basis. Commercial loans are assigned internal risk ratings reflecting the risk of loss inherent in the loan. These internal risk ratings are assigned upon initial approval of credit and are updated periodically thereafter. First Financial reviews and adjusts its risk ratings based on actual experience, which provides the Company with an assessment of the current risk level in the portfolio and is the basis for determining an appropriate allowance for loan and lease losses. First Financial's commercial risk ratings of pass, special mention, substandard and doubtful are derived from standard regulatory rating definitions and facilitate the monitoring of credit quality across the commercial loan portfolio. For further information regarding these risk ratings, see Note 5 - Loans and Leases in the Notes to the Consolidated Financial Statements.

Commercial loans rated as special mention, substandard or doubtful are considered criticized, while loans rated as substandard or doubtful are considered classified. Commercial loans may be designated as criticized/classified based on individual borrower performance or industry and environmental factors. Criticized/classified loans are subject to additional reviews to adequately assess the borrower’s credit status and develop appropriate action plans.

Classified loans are managed by the Special Assets Division (Special Assets) of the Company. Special Assets is a credit group whose primary focus is to handle the day-to-day management of workouts, commercial recoveries and problem loan resolutions. Special Assets ensures that First Financial has appropriate oversight, improved communication and timely resolution of issues throughout the loan portfolio, including those loans covered by FDIC loss sharing agreements. Additionally, the Credit Risk Management group within First Financial's Risk Management function provides objective oversight and assessment of commercial credit quality and processes using an independent credit risk review approach.

Consumer lending credit approvals are based on, among other factors, the financial strength and payment history of the borrower, type of exposure and the transaction structure. Consumer loans are generally smaller dollar amounts than other types of lending and are made to a large number of customers which provides diversification within the portfolio. Credit risk in the consumer loan portfolio is managed by loan type. Consumer loan types are continuously monitored for changes in delinquency trends and other asset quality indicators. The Credit Risk Management group performs product-level reviews of portfolio performance and assesses credit quality and compliance with underwriting and loan administration guidelines across the consumer loan portfolio.


First Financial Bancorp 2014 Annual Report 23

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

LOANS AND LEASES
 
2014 vs. 2013. First Financial continued to experience strong loan demand in 2014 as a result of focused sales efforts, expanded presence in key metropolitan markets and investments in a diversified product suite. Loans, excluding loans held for sale, totaled $4.8 billion at December 31, 2014, increasing $813.7 million or 20.5%, compared to December 31, 2013. The increase in loan balances from December 31, 2013 was primarily related to a $237.1 million increase in commercial loans, a $108.3 million increase in real estate construction loans, a $375.0 million increase in commercial real estate loans and a $68.2 million increase in residential real estate loans. These increases were impacted by $606.3 million of loans, net of estimated fair value marks, from the Columbus acquisitions that closed during the third quarter as well as strong loan origination activity during 2014. Average loan balances, excluding loans held for sale increased $340.8 million, or 8.6%, from $3.9 billion at December 31, 2013 to $4.3 billion at December 31, 2014 .

Covered loans declined to $135.7 million at December 31, 2014 from $457.9 million as of December 31, 2013.  Declines in covered loan balances were expected as the Company’s loss sharing indemnification from the FDIC related to non-single-family loans expired effective October 1, 2014 and there were no acquisitions of loans subject to loss sharing agreements during the period. The ten year period of loss protection on all other covered loans and covered OREO will expire during the third quarter of 2019.  The covered loan portfolio will continue to decline through payoffs, loan sales, charge-offs and termination or expiration of loss sharing coverage unless First Financial acquires additional loans subject to loss sharing agreements in the future.

At December 31, 2014, commercial loans represented 27.5% of loans while commercial real estate, real estate construction and lease financing balances represented 44.8%, 4.1% and 1.6%, respectively. Residential real estate loans represented 10.5% of loan balances while home equity, installment and credit card loans represented 9.6%, 1.0% and 1.0%, respectively.
 
Comparatively, at December 31, 2013, commercial loans represented 27.2% of loans while commercial real estate, real estate construction and lease financing balances represented 44.5%, 2.3% and 2.0%, respectively. Residential real estate loans represented 10.9% of loan balances while home equity, installment and credit card loans represented 10.8%, 1.3% and 1.0%, respectively.

Table 5 • Loan and Lease Portfolio
 
 
 
 
 
 
 
 
 
 
December 31,
(Dollars in thousands)
2014
 
2013
 
2012
 
2011
 
2010
Commercial
$
1,315,114

 
$
1,077,984

 
$
963,159

 
$
1,052,873

 
$
1,134,292

Real estate – construction
197,571

 
89,297

 
84,148

 
132,094

 
206,286

Real estate – commercial
2,140,667

 
1,765,620

 
1,882,563

 
1,870,111

 
1,995,656

Real estate – residential
501,894

 
433,664

 
418,904

 
409,097

 
416,225

Installment
47,320

 
52,774

 
65,484

 
80,719

 
90,782

Home equity
458,627

 
426,078

 
424,958

 
423,938

 
415,005

Credit card
38,475

 
37,962

 
37,176

 
35,548

 
36,731

Lease financing
77,567

 
80,135

 
50,788

 
17,311

 
2,609

Total loans and leases
$
4,777,235

 
$
3,963,514

 
$
3,927,180

 
$
4,021,691

 
$
4,297,586


Table 6 – Loan Maturity/Rate Sensitivity indicates the contractual maturity of commercial loans and real estate construction loans outstanding at December 31, 2014 . Loans due after one year are classified according to their sensitivity to changes in interest rates.

For discussion of risks associated with the loan portfolio and First Financial's allowance for loan and lease losses, see the Credit Risk section included in Management’s Discussion and Analysis.

24 First Financial Bancorp 2014 Annual Report



Table 6 • Loan Maturity/Rate Sensitivity
 
 
December 31, 2014
 
 
Maturity
 
 
 
 
After one
 
 
 
 
 
 
Within
 
but within
 
After
 
 
(Dollars in thousands)
 
one year
 
five years
 
five years
 
Total
Commercial
 
$
462,121

 
$
625,556

 
$
227,437

 
$
1,315,114

Real estate – construction
 
78,547

 
72,479

 
46,545

 
197,571

   Total
 
$
540,668

 
$
698,035

 
$
273,982

 
$
1,512,685

 
 
 
 
 
 
 
 
 
 
 
 
 
Sensitivity to changes in interest rates
 
 
 
 
Predetermined

 
Variable
 
 
(Dollars in thousands)
 
 
 
rate
 
rate
 
Total
Due after one year but within five years
 
 
 
$
381,367

 
$
316,668

 
$
698,035

Due after five years
 
 
 
134,297

 
139,685

 
273,982

   Total
 


 
$
515,664

 
$
456,353

 
$
972,017


ASSET QUALITY

Nonperforming assets consist of nonaccrual loans, accruing troubled debt restructurings (TDRs) and OREO. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are classified as nonaccrual due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as insufficient collateral value. The accrual of interest income is discontinued and previously accrued but unpaid interest is reversed when a loan is classified as nonaccrual. Classified assets include nonperforming assets plus performing loans internally rated substandard or worse.

Loans are classified as TDRs when borrowers are experiencing financial difficulties and concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement. OREO represents properties acquired by First Financial primarily through loan defaults by borrowers.

Purchased impaired loans were grouped into pools for purposes of periodically re-estimating expected cash flows and recognizing impairment or improvement in the loan pools. Accordingly, purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period provision for loan and lease losses or prospective yield adjustments.

See Table 7 – Nonperforming Assets for a summary of First Financial’s nonaccrual loans, TDRs and OREO.

2014 vs. 2013. Total nonperforming assets decreased $16.7 million to $87.1 million at December 31, 2014 from $103.7 million at December 31, 2013 , primarily due to a $24.3 million decline in OREO balances offset by a $7.1 million increase in nonaccrual loans.

The increase in nonaccrual loan balances during 2014 was due to the addition of $4.3 million of nonaccrual loans acquired in conjunction with the Columbus transactions as well as the downgrade of a $6.6 million commercial real estate relationship, partially offset by resolution strategies, including collections, write-downs, transfers to OREO, charge-offs and reclassifications back to accrual status when appropriate. The decrease in OREO during 2014 was the result of the resolution and sales of $30.6 million of commercial and residential real estate property and $4.2 million of valuation write-downs, partially offset by $10.5 million of additions during the year.

The level of First Financial's nonperforming loans as a percentage of total loans and leases declined to 1.35% at December 31, 2014 from 1.43% at December 31, 2013 as modest growth in nonperforming loans was offset by growth in the loan portfolio

First Financial Bancorp 2014 Annual Report 25

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

during the period. Additionally, the Company continued to experience declines in classified asset balances throughout 2014, decreasing $79.4 million, or 33.9%, to $154.8 million at December 31, 2014 from $234.3 million at December 31, 2013.

The declines in nonperforming and classified assets during 2014 reflect successful resolution efforts, particularly related to covered assets as the Company neared the expiration of commercial loss sharing coverage, as well as gradual improvement in economic conditions in the markets in which First Financial operates. The U.S. economy has continued to show signs of improvement, despite the moderate pace of recovery. Management remains optimistic that sustained improvements in the employment outlook and real estate markets, as well as increasing levels of business and consumer confidence, will contribute to similar credit quality trends in future periods.

Table 7 • Nonperforming Assets
 
December 31,
(Dollars in thousands)
2014
 
2013
 
2012
 
2011
 
2010
Nonaccrual loans (1)
$
48,469

 
$
41,392

 
76,763

 
$
83,530

 
$
96,162

Accruing troubled debt restructurings
15,928

 
15,429

 
10,856

 
4,009

 
3,508

Other real estate owned (OREO)
22,674

 
46,926

 
41,388

 
56,135

 
53,164

Total nonperforming assets
$
87,071

 
$
103,747

 
$
129,007

 
$
143,674

 
$
152,834

 
 
 
 
 
 
 
 
 
 
Nonperforming assets as a percent of total loans plus OREO
1.81
%
 
2.59
%
 
3.25
%
 
3.52
%
 
3.51
%
 
 
 
 
 
 
 
 
 
 
Accruing loans past due 90 days or more
$
216

 
$
218

 
$
243

 
$
298

 
$
379

 
 
 
 
 
 
 
 
 
 
Classified assets
$
154,804

 
$
234,251

 
$
392,245

 
$
523,291

 
$
672,888


(1) Nonaccrual loans include nonaccrual TDRs of $12.3 million, $13.8 million, $14.1 million, $18.1 million and $14.1 million as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.


INVESTMENTS
 
First Financial utilizes its investment portfolio as a source of liquidity and interest income, as well as a tool for managing the Company's interest rate risk profile. As such, the Company's primary investment strategy is to invest in debt securities with low credit risk, such as treasury, government agency and agency residential mortgage-backed securities (MBSs). First Financial invests primarily in MBSs issued by U.S. government agencies and corporations, such as the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). Such securities, because of government agency guarantees, are considered to have a low credit risk and high liquidity profile. The investment portfolio is also managed with consideration to prepayment and extension / maturity risk.

The other investments category in the Consolidated Balance Sheets consists primarily of First Financial’s investments in Federal Reserve Bank and Federal Home Loan Bank (FHLB) stock.

Gains and losses on debt securities are generally due to fluctuations in current market yields relative to the yields of the debt securities at their amortized cost.  All securities with unrealized losses are reviewed quarterly to determine if any impairment is considered other than temporary, requiring a write-down to fair market value. First Financial considers the percentage loss on a security, duration of the loss, average life or duration of the security, credit rating of the security as well as payment performance and the Company’s intent and ability to hold the security when determining whether any impairment is other than temporary. First Financial had no other than temporary impairment expense for the years ended December 31, 2014 and 2013 .

2014 vs. 2013. First Financial’s investment portfolio at December 31, 2014 totaled $1.8 billion, a $37.2 million, or 2.1%, decrease from December 31, 2013 . The decline in the investment portfolio during 2014 was primarily related to sales, amortization and other portfolio reductions during the year.


26 First Financial Bancorp 2014 Annual Report


The Company sold $92.5 million of securities early in 2014, consisting primarily of collateralized loan obligations (CLOs) and, to a lesser extent, hybrid securities, collateralized mortgage obligations and corporate securities, resulting in a gain of $0.1 million. Proceeds from these sales were reinvested primarily in commercial mortgage-backed securities during the period. The sale of these CLOs was due to the potential regulatory impact under the "Volcker Rule" of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which prohibits banks from engaging in short-term proprietary trading activities for their own account and from owning, sponsoring or having certain relationships with hedge funds or private equity funds. Under the original rule approved in December 2013, banks were required to conform investments to the requirements of the Volcker Rule or divest them by July 21, 2015. In order to mitigate risk related to the uncertain application of the Volcker Rule to the Company's CLOs and the broader impact on the CLO market, First Financial sold its CLO holdings. Subsequently, on April 7, 2014, the Federal Reserve announced a two year extension of the deadline for banks to conform their CLO portfolios with the Volcker Rule to July 21, 2017.

At December 31, 2014 and 2013 , First Financial classified $840.5 million or 47.7% of investment securities and $913.6 million or 50.8% of investment securities, respectively, as available-for-sale. At December 31, 2014 and 2013 , First Financial classified $868.0 million or 49.3% of investment securities and $837.3 million or 46.6% of investment securities, respectively, as held-to-maturity.

First Financial recorded, as a component of equity in accumulated other comprehensive income, a $2.5 million unrealized after-tax loss on the investment portfolio at December 31, 2014 , which declined $13.8 million from $16.3 million at December 31, 2013 primarily as a result of the tightening of mortgage and fixed income spreads.

The investment portfolio represented 24.4% and 28.0% of total assets at December 31, 2014 and December 31, 2013 , respectively. Investments in MBSs, including Collateralized Mortgage Obligations (CMOs), represented 82.2% and 81.7% of the investment portfolio at December 31, 2014 and 2013 , respectively. MBSs are participations in pools of residential real estate loans, the principal and interest payments of which are passed through to the security investors. MBSs are subject to prepayment risk, particularly during periods of falling interest rates, and duration is prone to extend during periods of rising interest rates. Prepayments of the underlying residential real estate loans may shorten the lives of the securities, thereby affecting yields to maturity and market values. First Financial does not own any interest-only securities, principal-only securities or other securities considered high risk.  

Security debentures issued by the U.S. government and U.S. government agencies and corporations, including the FHLB, FHLMC, FNMA and the U.S. Export / Import Bank represented 1.7% and 1.6% of the investment portfolio at December 31, 2014 and 2013 , respectively.

Asset-backed securities were $74.8 million or 4.4% of the investment portfolio at December 31, 2014 and $113.6 million , or 6.5% of the investment portfolio at December 31, 2013 . First Financial considers these investment securities to have lower credit risk and a high liquidity profile as a result of explicit guarantees on the collateral.

Tax-exempt securities of states, municipalities and other political subdivisions increased to $79.7 million as of December 31, 2014 from $56.1 million as of December 31, 2013 and comprised 4.7% and 3.2% of the investment portfolio at December 31, 2014 and 2013 , respectively. The securities are diversified to include states and issuing authorities within states, thereby decreasing geographic portfolio risk. First Financial continues to monitor the risk associated with this sector and reviews the underlying ratings for possible downgrades. First Financial does not own any currently impaired state or other political subdivision securities.
 
Other securities, consisting primarily of taxable securities of states, municipalities and other political subdivisions and debt securities issued by corporations, decreased to $120.2 million or 7.0% of the investment portfolio at December 31, 2014 from $122.5 million or 7.0% at December 31, 2013 .

The overall duration of the investment portfolio decreased to 3.4 years as of December 31, 2014 from 4.3 years as of December 31, 2013. First Financial has avoided adding to its portfolio any particular securities that would materially increase credit risk or geographic concentration risk. The Company does, however, include these risks in its evaluation of current market opportunities that would enhance the overall performance of the portfolio.


First Financial Bancorp 2014 Annual Report 27

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Table 8 • Investment Securities as of December 31
 
 
 
 
 
 
 
 
2014
 
2013
 
 
 
Percent of
 
 
 
Percent of
(Dollars in thousands)
Amount
 
Portfolio
 
Amount
 
Portfolio
U.S. Treasuries
$
97

 
0.0
%
 
$
90

 
0.0
%
Securities of U.S. Government agencies and corporations
29,450

 
1.7
%
 
28,557

 
1.6
%
Mortgage-backed securities
1,404,213

 
82.2
%
 
1,430,071

 
81.7
%
Obligations of state and other political subdivisions
79,655

 
4.7
%
 
56,111

 
3.2
%
Asset-backed securities
74,836

 
4.4
%
 
113,594

 
6.5
%
Other securities
120,213

 
7.0
%
 
122,450

 
7.0
%
Total
$
1,708,464

 
100.0
%
 
$
1,750,873

 
100.0
%
 
The estimated maturities and weighted-average yields of the held-to-maturity and available-for-sale investment securities are shown in Table 9 – Investment Securities as of December 31, 2014 . Tax-equivalent adjustments, using a 35.0% rate, were included in calculating yields on tax-exempt obligations of state and other political subdivisions.

First Financial held cash on deposit with the Federal Reserve of $22.6 million and $25.8 million at December 31, 2014 and 2013 , respectively. First Financial continually monitors its liquidity position as part of its enterprise risk management framework, specifically through its asset/liability management process.
 
First Financial will continue to monitor loan and deposit demand, as well as balance sheet, capital sensitivity and the interest rate environment as it manages investment strategies in future periods. See Note 4 - Investment Securities in the Notes to Consolidated Financial Statements for additional information on First Financial's investment portfolio and Note 19 - Fair Value Disclosures for additional information on how First Financial determines the fair value of investment securities.

Table 9 • Investment Securities as of December 31, 2014
 
Maturity
 
Within one year
 
After one but within five years
 
After five but within ten years
 
After ten years
(Dollars in thousands)
Amount
 
Yield (1)
 
Amount
 
Yield (1)
 
Amount
 
Yield (1)
 
Amount
 
Yield (1)
Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities of other U.S. government agencies and corporations
$
0

 
0.00
%
 
$
0

 
0.00
%
 
$
17,570

 
2.73
%
 
$
0

 
0.00
%
Mortgage-backed securities
4

 
7.47
%
 
418,615

 
2.51
%
 
289,518

 
2.80
%
 
93,328

 
2.97
%
Obligations of state and other political subdivisions
3,676

 
3.14
%
 
686

 
3.31
%
 
20,544

 
3.42
%
 
754

 
5.00
%
Other securities
0

 
0.00
%
 
0

 
0.00
%
 
7,114

 
4.25
%
 
16,187

 
4.58
%
   Total
$
3,680

 
3.14
%
 
$
419,301

 
2.51
%
 
$
334,746

 
2.86
%
 
$
110,269

 
3.22
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
0

 
0.00
%
 
$
0

 
0.00
%
 
$
97

 
2.00
%
 
$
0

 
0.00
%
Securities of other U.S. government agencies and corporations
0

 
0.00
%
 
2,462

 
1.70
%
 
9,418

 
2.64
%
 
0

 
0.00
%
Mortgage-backed securities
22,987

 
1.64
%
 
300,027

 
2.20
%
 
103,412

 
1.64
%
 
176,322

 
1.72
%
Obligations of state and other political subdivisions
150

 
3.83
%
 
18,787

 
2.53
%
 
13,814

 
3.73
%
 
21,244

 
2.78
%
Asset-backed securities
0

 
0.00
%
 
16,893

 
1.57
%
 
38,349

 
0.83
%
 
19,594

 
1.27
%
Other securities
0

 
0.00
%
 
16,809

 
3.61
%
 
21,381

 
1.42
%
 
58,722

 
2.57
%
   Total
$
23,137

 
1.65
%
 
$
354,978

 
2.25
%
 
$
186,471

 
1.65
%
 
$
275,882

 
1.95
%

(1) Tax equivalent basis was calculated using a 35.00% tax rate and yields were based on amortized cost.


28 First Financial Bancorp 2014 Annual Report


DERIVATIVES
 
First Financial uses certain derivative instruments, including interest rate caps, floors and swaps, to meet the needs of its clients while managing the interest rate risk associated with certain transactions.  First Financial does not use derivatives for speculative purposes.

While authorized to use a variety of derivative products, First Financial primarily utilizes interest rate swaps as a means to offer borrowers credit-based products that meet their needs and achieve the Company's desired interest rate risk profile. These interest rate swaps generally involve the receipt by First Financial of floating rate amounts from the swap counterparties in exchange for payments to these counterparties by First Financial of fixed rate amounts received from borrowers. This results in First Financial's loan customers receiving fixed rate funding while providing First Financial with a floating rate asset.

Additionally, as the Company's deposit base continues to shift away from fixed-rate time deposits toward market-priced or indexed deposit products, First Financial has executed interest rate swaps to manage interest rate volatility on indexed floating rate deposits. These interest rate swaps, totaling $150.0 million as of December 31, 2014 and $100.0 million as of December 31, 2013 , involve the receipt by First Financial of variable-rate interest payments in exchange for fixed-rate interest payments by First Financial for approximately 4.3 years . As a result, First Financial has secured fixed rate funding associated with these swaps at a weighted average cost of funds of 1.37% for the duration of these interest rate swaps. Additionally, in a rising interest rate environment, the market value of these interest rate swaps increases, resulting in an increase in Other Comprehensive Income.

See Note 10 - Derivatives in the Notes to Consolidated Financial Statements for additional information regarding First Financial's use of derivative instruments.
 
DEPOSITS
 
First Financial solicits deposits by offering a wide variety of savings and transaction accounts, including checking, savings, money-market and time deposits of various maturities and rates.
 
2014 vs. 2013. First Financial experienced an $818.2 million, or 16.9% increase in total deposits from $4.8 billion at December 31, 2013 to $5.7 billion as of December 31, 2014 . Noninterest bearing deposits increased $138.1 million, while interest-bearing checking deposits increased $99.7 million, savings deposits increased $277.5 million and time deposits increased $303.0 million during the period. The increase in total deposits during 2014 was driven by $568.6 million of deposits, net of estimated fair value adjustments, from the Columbus acquisitions as well as strong growth in interest bearing demand and time deposits.

Non-time deposit balances totaled $4.4 billion as of December 31, 2014, increasing $515.2 million, or 13.3%, compared to December 31, 2013 while time deposit balances increased $303.0 million, or 31.8%.

Total average deposits for 2014 increased $340.4 million, or 7.1% from 2013 primarily due to increases in average interest-bearing deposits of $249.4 million, or 6.7%, average savings deposits of $130.7, or 8.0%, and average noninterest bearing deposits of $91.1 million, or 8.4%. The year-over-year growth in average deposits was due to the Columbus acquisitions as well as strong organic deposit generation during 2014.
 
Table 10 – Maturities of Time Deposits Greater Than or Equal to $100,000 shows the contractual maturity of these deposits that were outstanding at December 31, 2014 , representing 10.4% of total deposits.
  

First Financial Bancorp 2014 Annual Report 29

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Table 10 • Maturities Of Time Deposits Greater Than Or Equal To $100,000
 
December 31, 2014
(Dollars in thousands)
Certificates of
Deposit
 
IRAs
 
Brokered CDs
 
Total
Maturing in
 
 
 
 
 
 
 
   3 months or less
$
48,137

 
$
9,858

 
$
0

 
$
57,995

   3 months to 6 months
55,211

 
3,554

 
727

 
59,492

   6 months to 12 months
87,236

 
5,998

 
2,102

 
95,336

   over 12 months
300,044

 
46,603

 
26,409

 
373,056

     Total
$
490,628

 
$
66,013

 
$
29,238

 
$
585,879


BORROWINGS
 
First Financial's short-term borrowings include repurchase agreements utilized for corporate sweep accounts with cash management account agreements in place as well as overnight advances from the FHLB. The Company's long-term borrowings consist of FHLB long-term advances and repurchase agreements utilizing investment securities pledged as collateral.

2014 vs. 2013. Short-term borrowings decreased to $661.4 million at December 31, 2014 , from $748.7 million at December 31, 2013 . Short-term borrowings with the FHLB, which are utilized to manage normal liquidity needs, decreased primarily as a result of the deposit growth outlined previously and efforts to manage the Company's funding costs.

First Financial utilizes short-term borrowings and longer-term advances from the FHLB as wholesale funding sources. First Financial had $558.2 million of short-term borrowings from the FHLB at December 31, 2014 as compared with $654.0 million at December 31, 2013 .

Total long-term debt decreased $12.5 million, or 20.6%, to $48.2 million at December 31, 2014 , from $60.8 million at December 31, 2013 primarily due to the maturity of a single agreement during the year, which was partially offset by long-term debt assumed in the Columbus acquisitions. Long-term borrowings from the FHLB were $22.5 million and $7.5 million at December 31, 2014 and 2013 , respectively.
 
FHLB advances, both short-term and long-term, must be collateralized with qualifying assets, typically certain commercial and residential real estate loans, as well as certain government and agency securities. For ease of borrowing execution First Financial utilizes a blanket collateral agreement with the FHLB and had collateral pledged with a book value of $3.2 billion at December 31, 2014 .

See Note 9 - Borrowings in the Notes to Consolidated Financial Statements for additional information on First Financial's borrowings.

LIQUIDITY

Liquidity management is the process by which First Financial manages the continuing flow of funds necessary to meet its financial commitments on a timely basis and at a reasonable cost. These funding commitments include withdrawals by depositors, credit commitments to borrowers, shareholder dividends, share repurchases, operating expenses and capital expenditures. Liquidity is derived primarily from deposit growth, principal and interest payments on loans and investment securities, maturing loans and investment securities, access to wholesale funding sources and collateralized borrowings.

First Financial’s most stable source of liability-funded liquidity for both long and short-term needs is deposit growth and retention of the core deposit base. First Financial also utilizes its short-term line of credit and longer-term advances from the FHLB as funding sources. First Financial's total remaining borrowing capacity from the FHLB was $454.2 million at December 31, 2014 . For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB. First Financial had pledged certain eligible residential and farm real estate loans, home equity lines of credit and government and agency securities, totaling $3.2 billion as collateral for borrowings from the FHLB as of December 31, 2014 .

During 2014, First Financial entered into a short-term credit facility with an unaffiliated bank for $15.0 million . This facility can have a variable or fixed interest rate and provides First Financial additional liquidity, if needed, for various corporate activities, including the repurchase of First Financial shares and the payment of dividends to shareholders. As of December 31,

30 First Financial Bancorp 2014 Annual Report


2014 , there was no outstanding balance. The credit agreement requires First Financial to maintain certain covenants related to asset quality and capital levels. First Financial was in compliance with all covenants associated with this line of credit as of December 31, 2014 .

First Financial's principal source of asset-funded liquidity is marketable investment securities, particularly those of shorter maturities. The market value of investment securities classified as available-for-sale totaled $840.5 million at December 31, 2014 . Securities classified as held-to-maturity that are maturing within a short period of time are an additional source of liquidity and totaled $3.7 million at December 31, 2014 . Other types of assets such as cash and due from banks and federal funds sold, as well as loans maturing within one year, are also sources of liquidity.

At December 31, 2014 , in addition to liquidity on hand of $132.8 million , First Financial had unused and available overnight wholesale funding sources of approximately $1.9 billion , or approximately 26.4% of total assets, to fund loan and deposit activities as well as general corporate requirements.

Certain restrictions exist regarding the ability of First Financial’s subsidiaries to transfer funds to First Financial in the form of cash dividends, loans, other assets or advances. The approval of the subsidiaries’ respective primary federal regulators is required for First Financial’s subsidiaries to pay dividends in excess of regulatory limitations. Dividends paid to First Financial from its subsidiaries totaled $31.7 million , $58.7 million and $73.8 million for the years 2014, 2013 and 2012, respectively. As of December 31, 2014 , First Financial’s subsidiaries had retained earnings of $383.7 million of which $35.1 million was available for distribution to First Financial without prior regulatory approval. Additionally, First Financial had $55.2 million in cash as of December 31, 2014 , which is in excess of the Company’s annual regular shareholder dividend and operating expenses.

First Financial repurchased 40,255 shares of the Company's common stock for $0.7 million during 2014 under a previously announced share repurchase plan. First Financial repurchased 750,145 shares for $11.8 million and 460,500 shares for $6.8 million under this same plan during 2013 and 2012, respectively.
Capital expenditures, such as banking center expansion, remodeling and technology investments, were $10.6 million for 2014, $7.3 million for 2013 and $25.5 million for 2012. Remodeling is a planned and ongoing process given First Financial’s 106 banking centers. Material commitments for capital expenditures as of December 31, 2014 , were $6.1 million . Management believes that sufficient liquidity exists to fund its future capital expenditure commitments.

Management is not aware of any other events or regulatory requirements that, if implemented, are likely to have a material effect on First Financial’s liquidity.
Table 11 • Contractual Obligations as of December 31, 2014
 
(Dollars in thousands)
 
Less than one year
 
One to three years
 
Three to five years
 
More than five years
 
Total
Contractual Obligations
 
 
 
 
 
 
 
 
 
 
Long-term debt obligations (including interest)
 
 
 
 
 
 
 
 
 

Federal Home Loan Bank borrowings
 
$
8,121

 
$
13,543

 
$
993

 
$
425

 
$
23,082

National Market Repurchase Agreement
 
25,607

 
0

 
0

 
0

 
25,607

Capital loan with municipality
 
0

 
0

 
0

 
775

 
775

Operating lease obligations
 
6,637

 
10,817

 
7,646

 
13,900

 
39,000

Total
 
$
40,365

 
$
24,360

 
$
8,639

 
$
15,100

 
$
88,464

 
CAPITAL

Risk-Based Capital. First Financial and its subsidiary, First Financial Bank, are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action.

Quantitative measures established and defined by regulation to ensure capital adequacy require First Financial to maintain minimum amounts and ratios of Total and Tier 1 capital to risk-weighted assets and to average assets. Management believes that, as of December 31, 2014 , First Financial met all capital adequacy requirements to which it was subject. At December 31,

First Financial Bancorp 2014 Annual Report 31

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

2014 and December 31, 2013 , regulatory notifications categorized First Financial Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial Bank must maintain minimum Total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth by regulation. There have been no conditions or events since those notifications that management believes has changed the Company’s category.

First Financial's Tier 1 capital is comprised of total shareholders' equity less unrealized gains and losses on investment securities available-for-sale, any amounts resulting from the application of FASB ASC Topic 715, Compensation-Retirement Benefits, that are recorded within accumulated other comprehensive income (loss), intangible assets and any valuation related to mortgage servicing rights. Total risk-based capital consists of Tier 1 capital plus the qualifying allowance for loan and lease losses and gross unrealized gains on investment securities.
  
For purposes of calculating the leverage ratio, average assets represents quarterly average assets less assets not qualifying for Total risk-based capital, including intangible assets, non-qualifying mortgage servicing rights and allowance for loan and lease losses.

First Financial's Tier I and Total capital ratios declined during 2014 due to an increase in risk-weighted assets resulting from acquisitions, loan growth and the expiration of non-single family loss sharing protection during the year.. First Financial's Leverage ratio declined as a result of the increase in average assets related to overall growth in the balance sheet. The Company’s tangible common equity ratio declined during 2014 due to the impact from acquisitions as the increase in tangible assets outweighed the increase in tangible common equity from the common shares issued in conjunction with the acquisitions.

For further detail on First Financial's capital ratios at December 31, 2014, see Note 16 - Capital in the Notes to Consolidated Financial Statements.

In July 2013, the Board of Governors of the Federal Reserve System approved a final rule implementing changes intended to strengthen the regulatory capital framework for all banking organizations (Basel III).  The final rule includes transition periods to ease the potential burden, with community banks such as First Financial subject to the final rule beginning January 1, 2015.  Among other things, Basel III includes new minimum risk-based and leverage capital requirements for all banks.  The rule includes a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a new capital conservation buffer of 2.5% of risk-weighted assets that will be phased-in over a transition period ending December 31, 2018.  Further, the minimum ratio of tier 1 capital to risk-weighted assets is increased from 4.0% to 6.0% and all banks are now subject to a 4.0% minimum leverage ratio.  The required total risk-based capital ratio will not change.

Failure to maintain the required common equity Tier 1 capital conservation buffer will result in potential restrictions on a bank’s ability to pay dividends, repurchase stock and/or pay discretionary compensation to its employees.  The Basel III requirements also provide strict eligibility criteria for regulatory capital instruments and change the method for calculating risk-weighted assets in an effort to better identify riskier assets requiring higher capital allocations.

While First Financial continues to evaluate this final rule and its potential impact, management expects that the Company will continue to exceed all regulatory capital requirements under Basel III.


32 First Financial Bancorp 2014 Annual Report


Table 12 • Capital Adequacy
 
 
 
 
December 31,
(Dollars in thousands)
2014
 
2013
Consolidated capital calculations
 
 
 
Common stock
$
574,643

 
$
577,076

 
Retained earnings
352,893

 
324,192

 
Accumulated other comprehensive loss
(21,409
)
 
(31,281
)
 
Treasury stock, at cost
(122,050
)
 
(187,826
)
Total shareholders' equity
784,077

 
682,161

 
Goodwill
(137,739
)
 
(95,050
)
 
Other intangibles
(8,114
)
 
(5,924
)
Total tangible equity
$
638,224

 
$
581,187

 
Total assets
$
7,217,821

 
$
6,417,213

 
Goodwill
(137,739
)
 
(95,050
)
 
Other intangibles
(8,114
)
 
(5,924
)
Total tangible assets
$
7,071,968

 
$
6,316,239

Tier 1 capital
$
673,955

 
$
624,850

Total capital
$
728,284

 
$
679,074

Total risk-weighted assets
$
5,311,573

 
$
4,276,152

Average assets (1)
$
7,137,840

 
$
6,177,644

 
 
 
 
 
Regulatory capital
 
 
 
 
Tier 1 ratio
12.69
%
 
14.61
%
 
Total capital ratio
13.71
%
 
15.88
%
 
Leverage ratio
9.44
%
 
10.11
%
 
 
 
 
 
Other capital ratios
 
 
 
 
Total shareholders' equity to ending assets
10.86
%
 
10.63
%
 
Total tangible shareholders' equity to ending tangible assets
9.02
%
 
9.20
%
 
 
 
 
 
(1) For purposes of calculating the Leverage ratio, certain intangible assets are excluded from average assets.

Shelf Registrations. In July 2014, First Financial filed a shelf registration on Form S-3 with the Securities and Exchange Commission (SEC). This shelf registration allows First Financial to raise capital from time to time through the sale of various types of securities, subject to approval by the Company's board of directors, and expires on July 31, 2017.

Shareholder Dividends. First Financial’s dividend payout ratio, or total dividends paid divided by net income available to common shareholders, was 55.0%, 111.90% and 101.72% for the years 2014, 2013 and 2012, respectively. The dividend payout ratio is continually reviewed by management and the board of directors for consistency with First Financial’s overall capital planning activities and compliance with applicable regulatory limitations.

Share Repurchases. In October 2012, First Financial's board of directors approved a share repurchase plan under which the Company has the ability to repurchase up to 5,000,000 common shares. As discussed previously in the Liquidity section, the Company repurchased 40,255 shares under the 2012 share repurchase plan during 2014 at an average price of $17.32 per share and 750,145 shares during 2013 at an average price of $15.70 per share. In January 2014, First Financial's board of directors suspended further share repurchase activity under the 2012 share repurchase plan in connection with the Company's Columbus acquisitions and continued that suspension for the remainder of 2014. At December 31, 2014 , 3,749,100 shares remained available for purchase under the 2012 share repurchase plan.


First Financial Bancorp 2014 Annual Report 33

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The Company generally expects to return to shareholders a target range of 60% - 80% of earnings through a combination of its regular dividend and share repurchases while still maintaining capital ratios that exceed internal target thresholds, current regulatory capital requirements under Basel III.

Preferred Stock. During 2014, the shareholders of First Financial approved an amendment to the Company's Articles of Incorporation authorizing the Company to issue up to 10,000,000 preferred shares. The Company has not issued and has no current plans, arrangements or agreements to issue any of the authorized preferred shares at this time.

Shareholders' Equity. Total shareholders’ equity at December 31, 2014 was $784.1 million compared to total shareholders’ equity at December 31, 2013 of $682.2 million .

For further detail, see the Consolidated Statements of Changes in Shareholders’ Equity.

PENSION PLAN
 
First Financial sponsors a non-contributory defined-benefit pension plan covering substantially all employees. The significant assumptions used in the valuations and accounting for the pension plan include the discount rate, expected return on plan assets and the rate of employee compensation increase. The discount rate assumption was determined using published December 31, 2014 corporate bond indices, projected cash flows of the pension plan and comparisons were made to external industry surveys to test reasonableness. The expected return on plan assets was 7.5% for 2014 and 2013, and was based on the composition of plan assets as well as economic forecasts and trends in addition to actual returns. First Financial will continue to monitor the return on plan assets and the investment vehicle used to fund the plan. The assumed rate of compensation increase was 3.5% and is compared to historical increases for plan participants.

Presented below is the estimated impact on First Financial’s projected benefit obligation and pension expense as of December 31, 2014 , assuming shifts in the significant assumptions: 
 
Discount rate
 
Expected return on
plan assets
 
Rate of compensation increase
 (Dollars in thousands)
 
-100 BP
 
+100 BP
 
-100 BP
 
+100 BP
 
-100 BP
 
+100 BP
Change in Projected Benefit Obligation
 
$
7,387

 
$
(5,729
)
 
N/A

 
N/A

 
$
(229
)
 
$
374

Change in Pension Expense
 
$
159

 
$
(119
)
 
$
1,211

 
$
(1,211
)
 
$
(55
)
 
$
55

 
As a result of the plan’s updated actuarial projections for 2014, First Financial recorded income related to its pension plan of $1.1 million for 2014 in the Consolidated Statements of Income, compared to pension expense of $5.5 million for 2013 and pension income of $0.5 million for 2012. First Financial made no cash contributions to fund the pension plan in 2014, 2013 or 2012 and does not expect to make a cash contribution to its pension plan in 2015. Contributions, if necessary, are required to meet ERISA’s minimum funding standards and the estimated quarterly contribution requirements during this period. 

As a result of lump sum distributions from the pension plan during 2013, First Financial was required to re-measure the plan's assets and liabilities and recognized pension settlement charges of $6.2 million. Consistent with FASB ASC Topic 715, Compensation - Retirement Benefits, pension settlement charges are an acceleration of previously deferred costs that would have been recognized in future periods and are triggered when lump sum distributions exceed an annual accounting threshold for the plan. Associates are eligible to request a lump sum distribution from the Company's pension plan at retirement or upon leaving the Company. The accounting threshold for lump sum distributions reset on January 1, 2014 and no pension settlement charges were incurred during the year.

See Note 14 - Employee Benefit Plans in the Notes to Consolidated Financial Statements for additional information on First Financial's pension plan.


ENTERPRISE RISK MANAGEMENT
 
First Financial manages risks through a structured enterprise risk management (ERM) approach that routinely assesses the overall level of risk, identifies specific risks and evaluates the steps being taken to mitigate those risks. First Financial continues to enhance its risk management capabilities and has, over time, embedded risk awareness as part of the culture of the Company. ERM allows First Financial to align a variety of risk management activities within the Company into a cohesive, enterprise-wide approach and focus on process-level risk management activities and strategic objectives within the risk

34 First Financial Bancorp 2014 Annual Report


management culture. Additionally, ERM allows the Company to deliberately consider risk responses and the effectiveness of mitigation compared to established standards for risk appetite and tolerance, recognize and respond to the significant organizational changes and consolidate information obtained through a common process into concise business performance and risk information for management and the board of directors.
 
First Financial uses a robust regulatory risk framework as one of the foundational components of its ERM framework.  This not only allows for a common categorization across the Company, but provides a consistent and complete risk framework that can be summarized and assessed enterprise-wide. In addition, the framework is consistent with that used by the Company’s regulators, allowing for additional feedback on First Financial’s ability to assess and measure risk across the organization and for management and the board of directors to identify and understand differences in assessed risk profiles using this same foundation.
 
ERM helps ensure that First Financial continues to identify and adequately address risks that emerge from a combination of new customers, products and associates, as well as changing markets, new or evolving systems and processes and new lines of business.
 
The goals of First Financial’s ERM framework are to:

focus on the Company at both the enterprise and line of business levels;
align the Company's risk appetite with its strategic and related operational, compliance and reporting objectives;
enhance risk response decisions;
reduce operational deficiencies and possible losses;
identify and manage interrelated risks;
provide integrated responses to multiple risks;
improve the deployment and allocation of capital; and
improve overall business performance.
 
Specific enterprise-level objectives include:

creating a holistic view of risk in which risk is comprehensively considered, consistently communicated and documented in decision making;
centralizing the oversight of risk management activities;
creating an awareness of risks facing the Company by defining the risks that will be addressed by the enterprise and each functional area or business unit;
establishing and maintaining systems and mechanisms to comprehensively identify, assess, monitor and measure risks that may impact First Financial’s ability to achieve its business objectives;
creating a process which ensures that, for all new lines of business and new product decisions, management evaluates the expertise needed and comprehensively assesses the risks involved;
establishing and maintaining systems and mechanisms to monitor risk responses;
developing risk occurrence information systems to provide early warning of events or situations that create risk for the Company;
steadfastly maintaining a compliance culture and framework that ensures adherence to laws, rules, and regulations, fair treatment and privacy of customers, and prevention of money laundering and terrorist financing;
implementing and reviewing risk measurement techniques that management may use to establish the Company’s risk tolerance, assess risk likelihood and impact, and analyze risk monitoring processes; and
establishing appropriate management reporting systems regarding the enterprise-wide risk exposures and allocation of capital.

Line of business-level objectives focus on why the particular business or business unit exists; how the business affects the Company’s strategy, earnings, reputation and other key success factors; and whether the line of business objectives are aligned with the enterprise objectives.
 
First Financial has identified nine types of risk that it monitors in its ERM framework.  These risks include information technology, market, legal, strategic, reputation, credit, regulatory (compliance), operational and external/environmental.
  
Board of Directors and Board Risk Committee. First Financial’s board of directors is responsible for understanding the Company’s risk management objectives and risk tolerance. Therefore, board oversight of the Company’s risk management activities is a key component to an effective risk management process.  Responsibilities of the board of directors include:


First Financial Bancorp 2014 Annual Report 35

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

establishing and guiding the Company’s strategic direction and tolerance for risk, including the determination of the aggregate risk appetite, and identifying the senior managers who have the responsibility for managing this risk;
monitoring the Company’s performance and overall risk profile, ensuring that the level of risk is maintained at prudent levels and is supported by adequate capital;
ensuring that the Company implements sound fundamental principles that facilitate the identification, measurement, monitoring and control of risk; and
ensuring that adequate resources are dedicated to risk management and that awareness of risk management activities is evident throughout the organization.

The board of directors has defined broad risk tolerance levels or limits to guide management in the decision-making process and is responsible for establishing information and communication requirements to ensure that risk management activities remain within these tolerance limits. The board risk committee, a standing committee of the board of directors, is responsible for carrying out the board’s responsibilities in this regard. Other standing committees of the board (audit, compensation, corporate governance and nominating, and capital markets) oversee particular areas of risk assigned to them.

Executive and Senior Management. Executive and senior management members are responsible for managing risk activities and delegating risk authority and tolerance to the individual risk owners responsible for executing the specific business activities.

Management must identify which processes and activities are critical to achieving the Company’s business objectives within the designated tolerance levels.  Management must then delegate responsibility, authority and accountability to the appropriate risk owners who are responsible for ensuring that the respective processes and activities are designed and implemented to manage the related risks within those delegated tolerance levels.

Information and communication requirements must be clearly communicated to risk owners in order to support management’s analysis of how effectively risk management activities are operating and that these requirements support and facilitate required reporting to the board of directors.

Chief Risk Officer. The chief risk officer is responsible for the oversight of the Company’s ERM processes.  The chief risk officer may appoint such other officers or establish other management committees as required for effective risk management and governance, including risk identification, risk measurement, risk monitoring, risk control or mitigation and risk reporting.  The chief risk officer is also responsible for the maintenance of such procedures, methodologies and guidelines as are necessary to administer the ERM program.

Chief Compliance Officer. The chief compliance officer is responsible for the oversight of the Company’s compliance management function, which includes Bank Secrecy Act/Anti-Money Laundering and all other regulatory compliance.  The chief compliance officer is authorized to implement all necessary actions to ensure achievement of the objectives of an effective compliance program and may appoint such other officers or establish other management committees as required for effective compliance management. The chief compliance officer reviews and evaluates compliance issues and concerns within the Company and is responsible for monitoring and reporting results of the compliance efforts while providing guidance to the board of directors and senior management team on matters relating to compliance.

Committee Chairs. The ERM program utilizes fourteen committees as its primary assessment and communication mechanism for the previously identified risks.  Committee chairs play key roles in the execution of risk management activities throughout the enterprise and are responsible for continuous updates and communication among committee members as well as with the risk management department regarding changes to risk profiles, changes to risk assessments and the emergence of new risks that could impact the Company.

Internal Audit. Internal audit is responsible for planning audit activities to periodically reassess the design and operation of key risk management processes and to make periodic evaluations of the ongoing accuracy and effectiveness of the communications from risk owners to senior management and from senior management to the board of directors.

Risk Assessment Process. The periodic assessment of risks is a key component of a sound ERM program.  Managers, business line leaders and executives are responsible for developing the risk assessment for their individual departments, business lines and subsidiaries consistent with their operating practices and strategies.  The chief risk officer, management and the board risk committee are responsible for ensuring that risk is viewed and analyzed from a portfolio perspective.  Furthermore, interrelated risks should be considered, describing how a single risk or event may create multiple risks and the need for management to develop an entity-level portfolio view of risk.


36 First Financial Bancorp 2014 Annual Report


First Financial’s risk management functional programs identify the objectives, scope, assessment frequency and methodology utilized in the assessment and reporting process.

Risk management programs, in total and in each functional component, accomplish the following:

identify risk issues and their respective risk owners;
link identified risks and their mitigation to the Company's strategic objectives;
evaluate the risks and their associated likelihood of occurrence and consequences;
prioritize the risk issues in regards to the current risk status and trend;
provide reports to management and risk owners that will assist them in implementing appropriate risk management processes;
assist management in assessing the alternatives for managing the risks;
assist management in the development of risk management plans; and
track risk management efforts and respond accordingly.

Monitoring and Reporting. The board of directors oversees risk reporting and monitoring through the board risk committee, which meets at least quarterly.  The board risk committee is responsible for establishing tolerance limits for monitoring enterprise-wide key risks.

Management continually reviews and challenges the risks identified as key, as well as the appropriateness of established tolerance limits and the actions identified as necessary to mitigate key risks.  As circumstances warrant, management will provide recommendations to the board risk committee for changes or adjustments to key risks or tolerance limits.
 
First Financial believes that communication is fundamental to successful risk management and is based on a strong partnership between risk management, management and the board of directors.  Productive reporting and communication with management is necessary to ensure collaborative and effective risk management.

CREDIT RISK
  
Credit risk represents the risk of loss due to failure of a customer or counterparty to meet its financial obligations in accordance with contractual terms. First Financial manages credit risk through its underwriting practices, periodically reviewing and approving its credit exposures using credit policies and guidelines approved by the board of directors.

Allowance for loan and lease losses. First Financial records a provision for loan and lease losses (provision) in the Consolidated Statements of Income to maintain the allowance at a level considered sufficient to absorb probable loan and lease losses inherent in the portfolio. Actual losses on loans and leases are charged against the allowance, which is a reserve accumulated on the Consolidated Balance Sheets through the recognition of the provision. The recorded values of the loans and leases actually removed from the Consolidated Balance Sheets due to credit deterioration are referred to as charge-offs. Any subsequent recovery of a previously charged-off loan is credited back to the allowance. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral. All loans charged-off are subject to continuous review and concerted efforts are made to maximize any recovery. In most cases, the borrower’s debt obligation is not canceled even though the balance may have been charged-off.

Purchased impaired loans are accounted for under FASB ASC Topic 310-30, whereby First Financial is required to periodically re-estimate the expected cash flows on the loans. For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial grouped acquired loans into pools based on common risk characteristics. Generally, a decline in expected cash flows for a pool of loans is considered impairment and recorded as provision expense, and a related allowance for loan and lease losses, on a discounted basis during the period. Estimated reimbursements due from the FDIC under loss sharing agreements related to any declines in expected cash flows for a pool of loans are recorded as noninterest income. Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool.

Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio; economic conditions; geographic footprint; the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans; and any other adverse situations that may affect a specific borrower's ability to repay. This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change. The evaluation of these factors is the responsibility of the Allowance for Loan and Lease Losses Committee, which is comprised of senior officers from the risk management, credit administration, finance and lending areas.

First Financial Bancorp 2014 Annual Report 37

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations


See Table 13 – Summary of Allowance for Loan and Lease Losses and Selected Statistics for a summary of activity impacting the allowance and Table 14 – Allocation of the Allowance for Loan and Lease Losses for detail on the composition of the allowance.

Given the applications of acquisition accounting and the resulting estimated fair value marks embedded in the carrying value of loans acquired in the Columbus transactions during the third quarter, First Financial experienced an increase in loan balances, without a corresponding increase in the allowance. As such, the Company considers the total allowance for loan and lease losses and the remaining net fair value marks on all acquired loans, less the remaining indemnification asset balance, to be a relevant measure of the Company's loan loss protection. The balance of the Company's total allowance and credit marks on acquired loans, net of the indemnification asset, was 1.51% of total loans and leases as of December 31, 2014 .

2014 vs. 2013. The allowance at December 31, 2014 was $52.9 million or 1.11% of loans, a $9.9 million and 15.7% decline from a balance of $62.7 million or 1.58% of loans at December 31, 2013. Provision expense declined $7.4 million, or 82.8%, to $1.5 million in 2014 from $8.9 million in 2013. The decline in the allowance was primarily related to declining reserve rates across the portfolio as a result of lower loss levels and increased covered loan resolutions in recent periods.

Net charge-offs decreased $27.7 million, or 70.9%, to $11.4 million for 2014 compared to $39.1 million for 2013, while the ratio of net charge-offs as a percentage of average loans outstanding declined to 0.27% in 2014 from 0.99% in 2013. The decline in net charge-offs during 2014 was primarily the result of lower net losses across the portfolio, particularly in the commercial and commercial real estate portfolios. The allowance as a percentage of net charge-offs was 463.7% for the year ended December 31, 2014 compared to 160.2% for the year ended December 31, 2013.

The decline in the allowance during 2014 was consistent with declines in net charge-offs, nonperforming assets and classified assets when compared to December 31, 2013 and continues to reflect gradual improvement in property values and overall economic conditions across the Company's footprint. The allowance as a percentage of nonaccrual loans, including nonaccrual TDRs was 109.1% at December 31, 2014 compared with 151.6% at December 31, 2013. The allowance as a percentage of nonperforming loans, which include accruing TDRs, was 82.1% at December 31, 2014 compared with 110.4% at December 31, 2013. The declines in these allowance coverage ratios were driven by the addition of the acquired Columbus loans and strong loan origination activity during 2014.

For further discussion of First Financial's allowance for loan and lease losses, see Note 6 - Allowance for Loan and Lease Losses in the Notes to Consolidated Financial Statements.

38 First Financial Bancorp 2014 Annual Report



Table 13 • Summary Of Allowance For Loan And Lease Losses And Selected Statistics
(Dollars in thousands)
2014
 
2013
 
2012
 
2011
 
2010
Transactions in the allowance for loan and lease losses:
 
 
 
 
 
 
 
 
 
Balance at January 1
$
62,730

 
$
92,967

 
$
95,411

 
$
73,728

 
$
59,311

Loans charged-off:
 
 
 
 
 
 
 
 
 
   Commercial
9,156

 
11,695

 
17,188

 
13,164

 
29,842

   Real estate – construction
1,348

 
611

 
5,555

 
9,028

 
11,952

   Real estate – commercial
9,478

 
36,622

 
23,986

 
36,128

 
24,698

   Real estate – residential
1,454

 
1,729

 
3,110

 
3,201

 
9,835

Installment
605

 
536

 
2,377

 
2,200

 
2,876

Home equity
2,774

 
3,533

 
5,751

 
6,240

 
4,269

Credit card
1,158

 
1,285

 
1,252

 
1,441

 
1,871

   Lease financing
0

 
496

 
0

 
0

 
0

      Total loans charged-off
25,973

 
56,507

 
59,219

 
71,402

 
85,343

 
 
 
 
 
 
 
 
 
 
Recoveries of loans previously charged-off:
 
 
 
 
 
 
 
 
 
   Commercial
4,769

 
4,218

 
2,546

 
1,775

 
958

   Real estate – construction
381

 
679

 
61

 
559

 
26

   Real estate – commercial
7,617

 
10,630

 
3,032

 
5,700

 
1,082

   Real estate – residential
531

 
265

 
90

 
116

 
24

Installment
358

 
393

 
558

 
532

 
520

Home equity
511

 
914

 
241

 
811

 
192

Credit card
343

 
253

 
227

 
301

 
249

   Lease financing
63

 
9

 
0

 
0

 
1

      Total recoveries
14,573

 
17,361

 
6,755

 
9,794

 
3,052

      Net charge-offs
11,400

 
39,146

 
52,464

 
61,608

 
82,291

 
 
 
 
 
 
 
 
 
 
   Provision for loan and lease losses
1,528

 
8,909

 
50,020

 
83,291

 
96,708

      Balance at December 31
$
52,858

 
$
62,730

 
$
92,967

 
$
95,411

 
$
73,728

 
 
 
 
 
 
 
 
 
 
FDIC loss sharing income (1)
$
365

 
$
3,720

 
$
35,346

 
$
60,888

 
$
51,844

 
 
 
 
 
 
 
 
 
 
Credit quality ratios:
 
 
 
 
 
 
 
 
 
   As a percent of year-end loans, net of unearned income:
 
 
 
 
 
 
 
 
 
      Allowance for loan and lease losses
1.11
%
 
1.58
%
 
2.37
%
 
2.37
%
 
1.72
%
     Nonperforming loans  (2)
1.35
%
 
1.43
%
 
2.23
%
 
2.18
%
 
2.32
%
 
 
 
 
 
 
 
 
 
 
   As a percent of average loans, net of unearned income:
 
 
 
 
 
 
 
 
 
      Net charge-offs
0.27
%
 
0.99
%
 
1.34
%
 
1.51
%
 
1.82
%
 
 
 
 
 
 
 
 
 
 
   Allowance for loan and lease losses to nonperforming loans (1)
82.08
%
 
110.40
%
 
106.10
%
 
108.99
%
 
73.97
%

  (1) Represents proportionate share of losses on covered assets expected to be reimbursed by the FDIC under loss sharing agreements.
(2) Includes loans classified as nonaccrual and troubled debt restructurings.


First Financial Bancorp 2014 Annual Report 39

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Table 14 • Allocation Of The Allowance For Loan And Lease Losses
 
December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
(Dollars in thousands)
Allowance
Percent of Loans to Total Loans
 
Allowance
Percent of Loans to Total Loans
 
Allowance
Percent of Loans to Total Loans
 
Allowance
Percent of Loans to Total Loans
 
Allowance
Percent of Loans to Total Loans
Balance at End of Period Applicable to:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
13,870

27.5
%
 
$
19,538

27.2
%
 
$
37,726

24.5
%
 
$
31,267

26.2
%
 
$
18,953

26.4
%
Real estate – construction
1,045

4.2
%
 
8,326

2.3
%
 
8,143

2.2
%
 
2,086

3.3
%
 
955

4.8
%
Real estate – commercial
27,086

44.8
%
 
23,432

44.6
%
 
38,108

47.9
%
 
30,384

46.5
%
 
15,012

46.4
%
Real estate – residential
3,753

10.5
%
 
9,668

10.9
%
 
7,907

10.7
%
 
5,111

10.2
%
 
4,614

9.7
%
Installment, home equity & credit card
6,669

11.4
%
 
15,113

13.0
%
 
12,616

13.4
%
 
9,857

13.4
%
 
6,008

12.6
%
Lease financing
435

1.6
%
 
59

2.0
%
 
1

1.3
%
 
3

0.4
%
 
8

0.1
%
  Total
$
52,858

100.0
%
 
$
76,136

100.0
%
 
$
104,501

100.0
%
 
$
78,708

100.0
%
 
$
45,550

100.0
%
 

MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, foreign exchange rates and equity prices. The primary source of market risk for First Financial is interest rate risk. Interest rate risk is the risk to earnings and the value of the Company's equity arising from changes in market interest rates and arises in the normal course of business to the extent that there is a divergence between the amount of First Financial's interest-earning assets and the amount of interest-bearing liabilities that are prepaid, withdrawn, re-priced or mature in specified periods. First Financial seeks to achieve consistent growth in net interest income and equity while managing volatility arising from shifts in market interest rates.

Table 15 – Market Risk Disclosure projects the principal maturities and yields of First Financial’s interest-bearing financial instruments at December 31, 2014 for the next five years and thereafter, as well as the fair value of the instruments. For loans, securities and liabilities with contractual maturities, the table presents principal cash flows and related weighted-average interest rates by contractual maturities. For investment securities, including MBSs and CMOs, principal cash flows are based on estimated average lives. For loan instruments without contractual maturities, such as credit card loans, principal payments are allocated based on historical trends of payment activity. Maturities for interest-bearing liability accounts with no contractual maturity dates are estimated according to historical experience of cash flows and current expectations of client behaviors when calculating fair value, but are included in the maturing in one year or less category as they can be withdrawn on demand. For interest rate swaps, the table includes notional amounts and weighted-average interest rates by contractual maturity dates. The variable receiving rates are indexed to one-month LIBOR or Prime plus a spread.
 
First Financial monitors the Company's interest rate risk position using income simulation models and economic value of equity (EVE) sensitivity analyses that capture both short-term and long-term interest rate risk exposure.  Income simulation involves forecasting net interest income (NII) under a variety of interest rate scenarios including instantaneous shocks. First Financial uses EVE sensitivity analysis to understand the impact of changes in interest rates on long-term cash flows, income and capital.  EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest-rate scenarios.  Modeling the sensitivity of NII and EVE to changes in market interest rates is highly dependent on the assumptions incorporated into the modeling process.  First Financial continues to refine the assumptions used in its interest rate risk modeling.

Presented below is the estimated impact on First Financial’s NII and EVE as of December 31, 2014 , assuming immediate, parallel shifts in interest rates:
 
% Change from base case for
 immediate parallel changes in rates
 
-100 BP (1)
 
+100 BP
 
+200 BP
NII - Year 1
(4.40)%
 
(1.12)%
 
(0.48)%
NII - Year 2
(2.88)%
 
0.75%
 
2.10%
EVE
(6.16)%
 
(1.33)%
 
0.28%


40 First Financial Bancorp 2014 Annual Report


(1) Because certain current interest rates are at or below 1.00%, the 100 basis point downward shock assumes that certain corresponding interest rates approach an implied floor that, in effect, reflects a decrease of less than the full 100 basis point downward shock.

First Financial's projected results for both NII and EVE continue to pivot around a risk-neutral position. First Financial continues to manage its balance sheet with a bias toward asset sensitivity while simultaneously balancing the potential earnings impact of this strategy.

“Risk-neutral” refers to the absence of a strong bias toward either asset or liability sensitivity. “Asset sensitivity” is when a company's interest-earning assets reprice more quickly or in greater quantities than interest-bearing liabilities. Conversely, “liability sensitivity” is when a company's interest-bearing liabilities reprice more quickly or in greater quantities than interest-earning assets. In a rising interest rate environment, asset sensitivity results in higher net interest income while liability sensitivity results in lower net interest income. In a declining interest rate environment, asset sensitivity results in lower net interest income while liability sensitivity results in higher net interest income.

See the Net Interest Income section of Management’s Discussion and Analysis for further discussion.




First Financial Bancorp 2014 Annual Report 41

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

 
Table 15 • Market Risk Disclosure
 
 
Fair Value
 
Principal Amount Maturing In:
December 31,
(Dollars in thousands)
2015
2016
2017
2018
2019
Thereafter
Total
2014
Rate sensitive assets
 
 
 
 
 
 
 
 
Fixed interest rate loans  (1)
$
305,339

$
262,918

$
278,423

$
314,444

$
269,248

$
490,281

$
1,920,653

$
1,919,722

   Average interest rate
4.82
 %
4.98
 %
5.07
 %
4.57
 %
4.51
 %
3.98
%
4.57
 %
 
Variable interest rate loans (1)
629,034

266,923

291,801

222,216

206,758

1,197,997

2,814,729

2,854,902

   Average interest rate
3.62
 %
3.70
 %
3.91
 %
3.75
 %
3.96
 %
4.17
%
3.93
 %
 
Fixed interest rate securities
183,268

164,560

196,624

129,652

123,078

575,022

1,372,204

1,321,808

   Average interest rate
3.15
 %
3.14
 %
3.38
 %
3.05
 %
3.13
 %
3.09
%
3.15
 %
 
Variable interest rate securities
57,300

43,580

40,358

28,695

30,119

188,834

388,886

393,409

   Average interest rate
2.17
 %
2.15
 %
2.26
 %
2.06
 %
1.86
 %
1.85
%
1.99
 %
 
Other earning assets
22,630

0

0

0

0

0

22,630

22,630

   Average interest rate
0.25
 %
0.00
 %
0.00
 %
0.00
 %
0.00
 %
0.00
%
0.25
 %
 
FDIC indemnification asset
6,807

5,447

4,352

3,469

2,591

0

22,666

12,449

   Average interest rate
(21.50
)%
(21.50
)%
(21.50
)%
(21.50
)%
(21.50
)%
0.00
%
(21.50
)%
 
 
 
 
 
 
 
 
 
 
Rate sensitive liabilities
 
 
 
 
 
 
 
 
Noninterest-bearing checking  (2)
1,285,527

0

0

0

0

0

1,285,527

1,285,527

Savings and interest-bearing checking (2)
3,114,851

0

0

0

0

0

3,114,851

3,114,851

   Average interest rate
0.14
 %
0.00
 %
0.00
 %
0.00
 %
0.00
 %
0.00
%
0.14
 %
 
Time deposits
483,550

225,029

157,605

184,897

193,779

10,504

1,255,364

1,254,070

   Average interest rate
0.50
 %
0.87
 %
1.13
 %
1.75
 %
2.03
 %
1.14
%
1.07
 %
 
Fixed interest rate borrowings
591,171

11,769

2,141

644

317

399

606,441

607,874

   Average interest rate
0.35
 %
3.96
 %
2.58
 %
4.49
 %
4.84
 %
3.83
%
0.44
 %
 
Variable interest rate borrowings
103,192

0

0

0

0

0

103,192

103,192

   Average interest rate
0.05
 %
0.00
 %
0.00
 %
0.00
 %
0.00
 %
0.00
%
0.05
 %
 
 
 
 
 
 
 
 
 
 
Interest Rate Derivatives
 
 
 
 
 
 
 
 
Interest rate swaps
 
 
 
 
 
 
 
 
Fixed to variable
2,937

4,501

782

344

66

109

8,739

(516
)
   Average pay rate (fixed)
6.64
 %
6.97
 %
6.91
 %
6.72
 %
7.33
 %
7.33
%
6.85
 %
 
   Average receive rate (variable)
2.15
 %
1.99
 %
2.40
 %
2.38
 %
2.83
 %
2.83
%
2.11
 %
 
 
 
 
 
 
 
 
 
 
Variable to fixed
0

0

0

100,000

50,000

0

150,000

(1,688
)
   Average pay rate (fixed)
0.00
 %
0.00
 %
0.00
 %
4.49
 %
5.03
 %
0.00
%
4.67
 %
 
   Average receive rate (variable)
0.00
 %
0.00
 %
0.00
 %
3.30
 %
3.30
 %
0.00
%
3.30
 %
 

(1) Includes loans held for sale.
(2) Deposits without a stated maturity are represented as maturing within one year due to the ability of the client to withdraw deposited amounts on demand.
   
OPERATIONAL RISK

Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls and external influences such as market conditions, fraudulent activities, disasters and security risks. First Financial continuously strives to strengthen the Company’s system of internal controls, operating processes and employee awareness to assess the impact on earnings and capital and to improve the oversight of operational risk.


42 First Financial Bancorp 2014 Annual Report



COMPLIANCE RISK

Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from the Company’s failure to comply with rules and regulations issued by the various banking agencies and standards of good banking practice. Activities which may expose First Financial to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges resulting from the Company’s expansion of its banking center network and employment and tax matters.

STRATEGIC AND REPUTATION RISK

Strategic risk represents the risk of loss due to failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products and any other event not identified in the defined risk types previously mentioned. Strategic risk focuses on analyzing factors that affect the direction of the institution or improper implementation of decisions.

Reputation risk represents the risk of loss due to impairment of earnings and capital from negative publicity. This affects the ability of First Financial to establish new relationships or services or to continue servicing existing relationships. Reputation risk is recognized by the potential effect that public opinion could have on First Financial's franchise value.

Mitigation of the various risk elements that represent strategic and reputation risk is achieved through initiatives that help First Financial better understand and report on the various risks it faces each day, including those related to the development of new products and business initiatives as well as the growth in social media.

CRITICAL ACCOUNTING POLICIES

First Financial’s Consolidated Financial Statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 - Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements. These policies require the reliance on estimates and assumptions. Changes in underlying factors, assumptions or estimates could have a material impact on First Financial’s future financial condition and results of operations. In management’s opinion, some of these estimates and assumptions have a more significant impact than others on First Financial’s financial reporting. For First Financial, these estimates and assumptions include accounting for the allowance for loan and lease losses, covered loans, the FDIC indemnification asset, goodwill, pension and income taxes.

Allowance for loan and lease losses. First Financial maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on periodic evaluations of the loan portfolio and other factors. These evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change, including, among others:

probability of default;
loss given default;
exposure at date of default;
amounts and timing of expected future cash flows on impaired loans;
value of collateral;
historical loss exposure; and
the effects of changes in economic conditions that may not be reflected in historical results.

To the extent actual outcomes differ from management’s estimates, additional provision for credit losses may be required that would impact First Financial’s operating results. The Credit Risk section of this annual report provides management’s analysis of the allowance for loan and lease losses.

For purchased impaired loans, expected cash flows are re-estimated periodically with any decline in expected cash flows recorded as provision expense and an allowance for loan losses on a discounted basis during the period. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The related, estimated reimbursement on covered loan losses due from the FDIC under loss sharing agreements, if applicable, is recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset.

Acquired loans. Acquired loans are recorded at their estimated fair value at the time of acquisition. Estimated fair values for acquired loans are based on a discounted cash flow methodology that considers various factors including the type of loan and

First Financial Bancorp 2014 Annual Report 43

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

related collateral, classification status, interest rate, term of loan, whether or not the loan was amortizing and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. Acquired loans are grouped together according to similar characteristics and treated in the aggregate when applying various valuation techniques. Certain loans acquired in Federal Deposit Insurance Corporation (FDIC)-assisted transactions are initially covered under loss sharing agreements and are referred to as covered loans.

First Financial evaluates acquired loans for impairment in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Acquired loans with evidence of credit deterioration since origination are accounted for under FASB ASC Topic 310-30 and are referred to as purchased impaired loans. Interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all purchased impaired loans.

For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial groups acquired loans into pools based on common risk characteristics. Expected cash flows are re-estimated periodically for all purchased impaired loans. The cash flows expected to be collected are estimated based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense on a discounted basis during the period (see "Allowance for loan and lease losses" below). Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change, including, among others:

probability of default;
loss given default;
exposure at date of default;
amounts and timing of expected future cash flows on impaired loans;
value of collateral;
historical loss exposure; and
the effects of changes in economic conditions that may not be reflected in historical results.

For acquired loans that prepay, noninterest income may be recorded related to the accelerated recognition of the remaining purchase discount that would have been recognized over the life of the loan had it not prepaid, offset by a related adjustment to the FDIC indemnification asset if the loan is still covered under FDIC loss sharing protection. This scenario can occur either through a loan sale or ordinary prepayments that are typical in a loan portfolio.
 
Acquired loans outside the scope of FASB ASC Topic 310-30 are accounted for under FASB ASC Topic 310-20, Receivables-Nonrefundable Fees and Costs. Discounts created when the loans were recorded at their estimated fair values at acquisition are amortized over the remaining term of the loan as an adjustment to the related loan's yield. The accrual of interest income is discontinued when the collection of a loan or interest, in whole or in part, is doubtful.

To the extent actual outcomes differ from management’s estimates, additional provision for credit losses on covered loans may be required that would impact First Financial’s operating results, net of the related reimbursements due under loss sharing agreements recorded as FDIC loss sharing income. The Credit Risk section of this annual report provides management’s analysis of the allowance for loan and lease losses on covered loans.

FDIC indemnification asset. The FDIC indemnification asset results from the loss sharing agreements entered into in conjunction with First Financial's FDIC-assisted transactions, and is measured separately from the related assets covered by loss sharing agreements with the FDIC (covered assets) as it is not contractually embedded in those assets and is not transferable should First Financial choose to dispose of the covered assets. The FDIC indemnification asset represents the estimated fair value of expected reimbursements from the FDIC for losses on covered assets. Pursuant to the terms of the loss sharing agreements, covered assets are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds and 95% of losses in excess of the thresholds. The FDIC indemnification asset was recorded at its estimated fair value at the time of the FDIC-assisted transaction. Fair values were estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These cash flows are discounted to reflect the uncertainty of the timing of the loss sharing reimbursement from the FDIC.
 
The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets as well as the on-going assessment of the collectibility of the assets. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC

44 First Financial Bancorp 2014 Annual Report


Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows and are reflected as a yield adjustment on the indemnification asset.  Declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows and are reflected as both FDIC loss sharing income and an increase to the indemnification asset. The collectibility assessment includes evaluation of claims activity with the FDIC, adjustments to the indemnification asset from the accelerated discount on covered loans, the yield on the indemnification asset in relation to the yield on the underlying covered loans and the remaining term of the loss sharing agreements. Changes in the assessed collectibility of the indemnification asset, if any, are recognized as FDIC indemnification impairment in Noninterest expenses in the Consolidated Statements of Income. The expected indemnification asset cash flow evaluations and collectibility assessments are inherently subjective as they require material estimates, all of which may be susceptible to significant change, and may be impacted in future periods by the remaining term of loss sharing coverage on covered non-single family assets.

Goodwill. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible elements of the acquired business. FASB ASC Topic 350, Intangibles – Goodwill and Other, requires goodwill to be tested for impairment on an annual basis and more frequently in certain circumstances. At least annually, First Financial reviews goodwill for impairment using both income and asset-based approaches. The income-based approach utilizes a multiple of earnings method in which First Financial’s annualized earnings are compared to equity to provide an implied book value-to-earnings multiple. First Financial then compares the implied multiple to current marketplace earnings multiples at which banks are being traded. An implied multiple less than current marketplace earnings multiples is an indication of possible goodwill impairment. The asset-based approach uses the discounted cash flows of First Financial’s assets and liabilities, inclusive of goodwill, to determine an implied fair value. This input is used to calculate the fair value of the Company, including goodwill, and is compared to the Company’s book value. An implied fair value that exceeds the Company’s book value is an indication that goodwill is not impaired. If First Financial’s book value exceeds the implied fair value, an impairment loss equal to the excess amount would be recognized. Based on First Financial’s 2014 analysis, no impairment charges were required.

Pension. First Financial sponsors a non-contributory defined-benefit pension plan covering substantially all employees. Accounting for the pension plan involves material estimates regarding future plan obligations and investment returns on plan assets. Significant assumptions used in the pension plan include the discount rate, expected return on plan assets and the rate of compensation increase. First Financial determines the discount rate assumption using published corporate bond indices, projected cash flows of the pension plan and comparisons to external industry surveys were made to test for reasonableness. The expected long-term return on plan assets is based on the composition of plan assets as well as a economic forecasts and trends in addition to actual returns, while the rate of compensation increase is compared to historical increases for plan participants. Changes in these assumptions can have a material impact on the amount of First Financial’s future pension obligations, on the funded status of the plan and on the Company's operating results.

Income Taxes. First Financial evaluates and assesses the relative risks and appropriate tax treatment of transactions after considering statutes, regulations, judicial precedent and other information, and maintains tax accruals consistent with its evaluation of these relative risks. Changes to the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations being conducted by taxing authorities and changes to statutory, judicial and regulatory guidance that impact the relative risks of tax positions. These changes, when they occur, can affect deferred taxes and accrued taxes as well as the current period’s income tax expense and can be material to the Company's operating results.

First Financial regularly reviews its tax positions and establishes reserves for income tax-related uncertainties based on estimates of whether it is more likely than not that the tax uncertainty would be sustained upon challenge by the appropriate tax authorities which would then result in additional taxes, penalties and interest due.  These evaluations are inherently subjective as they require material estimates and may be susceptible to significant change.  Provisions for tax reserves, if any, are included in income tax expense in the Consolidated Financial Statements.


First Financial Bancorp 2014 Annual Report 45

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the Act). In addition, certain statements in future filings by First Financial with the SEC, in press releases, and in oral and written statements made by or with the approval of First Financial which are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to, projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure and other financial items, statements of plans and objectives of First Financial or its management or board of directors and statements of future economic performances and statements of assumptions underlying such statements. Words such as ''believes,'' ''anticipates,'' “likely,” “expected,” ''intends,'' and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Management's analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

management's ability to effectively execute its business plan;
the risk that the strength of the United States economy in general and the strength of the local economies in which we conduct operations may deteriorate resulting in, among other things, a further deterioration in credit quality or a reduced demand for credit, including the resultant effect on our loan portfolio, allowance for loan and lease losses and overall financial performance;
U.S. fiscal debt and budget matters;
the ability of financial institutions to access sources of liquidity at a reasonable cost;
the impact of recent upheaval in the financial markets and the effectiveness of domestic and international governmental actions taken in response, and the effect of such governmental actions on us, our competitors and counterparties, financial markets generally and availability of credit specifically, and the U.S. and international economies, including potentially higher FDIC premiums arising from increased payments from FDIC insurance funds as a result of depository institution failures;
the effect of and changes in policies and laws or regulatory agencies (notably the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act and the new capital rules promulgated by federal banking regulators);
the effect of the current low interest rate environment or changes in interest rates on our net interest margin and our loan originations and securities holdings;
our ability to keep up with technological changes;
failure or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers;
our ability to comply with the terms of loss sharing agreements with the FDIC;
the expiration of loss sharing agreements with the FDIC;
mergers and acquisitions, including costs or difficulties related to the integration of acquired companies and the wind-down of non-strategic operations that may be greater than expected;
the risk that exploring merger and acquisition opportunities may detract from management's time and ability to successfully manage our business;
expected cost savings in connection with the consolidation of recent acquisitions may not be fully realized or realized within the expected time frames, and deposit attrition, customer loss and revenue loss following completed acquisitions may be greater than expected;
our ability to increase market share and control expenses;
the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and the SEC;
adverse changes in the creditworthiness of our borrowers and lessees, collateral values, the value of investment securities and asset recovery values, including the value of the FDIC indemnification asset and related assets covered by FDIC loss sharing agreements;
adverse changes in the securities, debt and/or derivatives markets;
our success in recruiting and retaining the necessary personnel to support business growth and expansion and maintain sufficient expertise to support increasingly complex products and services;
monetary and fiscal policies of the Board of Governors of the Federal Reserve System (Federal Reserve) and the U.S. government and other governmental initiatives affecting the financial services industry;
unpredictable natural or other disasters could have an adverse effect on us in that such events could materially disrupt our operations or our vendors' operations or willingness of our customers to access the financial services we offer;
our ability to manage loan delinquency and charge-off rates and changes in estimation of the adequacy of the allowance for loan losses; and

46 First Financial Bancorp 2014 Annual Report


the costs and effects of litigation and of unexpected or adverse outcomes in such litigation.

Such forward-looking statements are meaningful only on the date when such statements are made, and First Financial undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such a statement is made to reflect the occurrence of unanticipated events.

These and other risk factors are more fully described in First Financial's Annual Report on Form 10-K for the year ended December 31, 2014 under the section entitled “Item 1A. Risk Factors” and from time to time, in other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed in or implied by any forward-looking statements. Except to the extent required by applicable law or regulation, First Financial undertakes no obligation to revise or update publicly any forward-looking statements for any reason.


First Financial Bancorp 2014 Annual Report 47


Statistical Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
2012
(Dollars in thousands)
Average Balance
 
Interest
 
Average Yield
 
Average Balance
 
Interest
 
Average Yield
 
Average Balance
 
Interest
 
Average Yield
Earning assets
 
Loans and leases  (1), (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial  (2)
$
1,188,882

 
$
54,305

 
4.57
 %
 
$
994,361

 
$
51,321

 
5.16
 %
 
$
973,188

 
$
57,393

 
5.90
 %
Real estate-construction
135,765

 
6,638

 
4.89
 %
 
96,104

 
4,893

 
5.09
 %
 
112,384

 
5,977

 
5.32
 %
Real estate-commercial
1,891,998

 
96,607

 
5.11
 %
 
1,835,806

 
107,880

 
5.88
 %
 
1,862,793

 
129,347

 
6.94
 %
Real estate-residential
471,710

 
20,492

 
4.34
 %
 
445,098

 
19,812

 
4.45
 %
 
426,198

 
21,750

 
5.10
 %
Installment and other consumer
524,815

 
29,024

 
5.53
 %
 
517,850

 
29,811

 
5.76
 %
 
533,366

 
33,009

 
6.19
 %
Lease financing (2)
77,783

 
3,077

 
3.96
 %
 
66,317

 
3,438

 
5.18
 %
 
29,899

 
2,934

 
9.81
 %
Total loans and leases
4,290,953

 
210,143

 
4.90
 %
 
3,955,536

 
217,155

 
5.49
 %
 
3,937,828

 
250,410

 
6.36
 %
Indemnification asset
32,436

 
(5,531
)
 
(17.05
)%
 
95,126

 
(7,672
)
 
(8.07
)%
 
142,594

 
(7,332
)
 
(5.14
)%
Investment securities (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
1,692,074

 
40,924

 
2.42
 %
 
1,597,763

 
34,147

 
2.14
 %
 
1,657,183

 
37,664

 
2.27
 %
Tax-exempt  (2)
132,033

 
5,477

 
4.15
 %
 
98,448

 
3,693

 
3.75
 %
 
25,638

 
1,132

 
4.42
 %
Total investment securities  (3)
1,824,107

 
46,401

 
2.54
 %
 
1,696,211

 
37,840

 
2.23
 %
 
1,682,821

 
38,796

 
2.31
 %
Interest-bearing deposits with other banks
16,507

 
70

 
0.42
 %
 
6,464

 
27

 
0.42
 %
 
36,674

 
111

 
0.30
 %
Total earning assets
6,164,003

 
251,083

 
4.07
 %
 
5,753,337

 
247,350

 
4.30
 %
 
5,799,917

 
281,985

 
4.86
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonearning assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan and lease losses
(56,828
)
 
 
 
 
 
(84,033
)
 
 
 
 
 
(100,089
)
 
 
 
 
Cash and due from banks
123,077

 
 
 
 
 
115,486

 
 
 
 
 
120,492

 
 
 
 
Accrued interest and other assets
530,707

 
 
 
 
 
496,621

 
 
 
 
 
497,861

 
 
 
 
Total assets
$
6,760,959

 
 
 
 
 
$
6,281,411

 
 
 
 
 
$
6,318,181

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand
$
1,157,783

 
1,277

 
0.11
 %
 
$
1,125,836

 
1,456

 
0.13
 %
 
$
1,196,764

 
1,506

 
0.13
 %
Savings
1,756,682

 
4,376

 
0.25
 %
 
1,626,025

 
1,810

 
0.11
 %
 
1,630,426

 
2,006

 
0.12
 %
Time
1,072,858

 
10,500

 
0.98
 %
 
986,085

 
9,981

 
1.01
 %
 
1,341,985

 
21,113

 
1.57
 %
Total interest-bearing deposits
3,987,323

 
16,153

 
0.41
 %
 
3,737,946

 
13,247

 
0.35
 %
 
4,169,175

 
24,625

 
0.59
 %
Borrowed funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
746,976

 
1,268

 
0.17
 %
 
587,548

 
1,177

 
0.20
 %
 
198,275

 
262

 
0.13
 %
Long-term debt
57,608

 
1,813

 
3.15
 %
 
69,717

 
2,464

 
3.53
 %
 
75,523

 
2,702

 
3.58
 %
Total borrowed funds
804,584

 
3,081

 
0.38
 %
 
657,265

 
3,641

 
0.55
 %
 
273,798

 
2,964

 
1.08
 %
Total interest-bearing liabilities
4,791,907

 
19,234

 
0.40
 %
 
4,395,211

 
16,888

 
0.38
 %
 
4,442,973

 
27,589

 
0.62
 %
Noninterest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing demand deposits
1,169,851

 
 
 
 
 
1,078,800

 
 
 
 
 
1,035,319

 
 
 
 
Other liabilities
72,186

 
 
 
 
 
105,975

 
 
 
 
 
126,172

 
 
 
 
Shareholders' equity
727,015

 
 
 
 
 
701,425

 
 
 
 
 
713,717

 
 
 
 
Total liabilities and shareholders' equity
$
6,760,959

 
 
 
 
 
$
6,281,411

 
 
 
 
 
$
6,318,181

 
 
 
 
Net interest income and interest rate spread (fully tax equivalent)
 
 
$
231,849

 
3.67
 %
 
 
 
$
230,462

 
3.92
 %
 
 
 
$
254,396

 
4.24
 %
Net interest margin (fully tax equivalent)
 
 
 
 
3.76
 %
 
 
 
 
 
4.01
 %
 
 
 
 
 
4.39
 %
Interest income and yield
 
 
$
247,859

 
4.02
 %
 
 
 
$
245,208

 
4.26
 %
 
 
 
$
280,930

 
4.84
 %
Interest expense and rate
 
 
19,234

 
0.40
 %
 
 
 
16,888

 
0.38
 %
 
 
 
27,589

 
0.62
 %
Net interest income and spread
 
 
$
228,625

 
3.62
 %
 
 
 
$
228,320

 
3.88
 %
 
 
 
$
253,341

 
4.22
 %
Net interest margin
 
 
 
 
3.71
 %
 
 
 
 
 
3.97
 %
 
 
 
 
 
4.37
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Nonaccrual loans are included in average loan balance and loan fees are included in interest income.
 
 
 
 
 
 
(2)  Interest income on tax-exempt investments and on certain tax-exempt loans and leases has been adjusted to a tax equivalent basis using a 35.00% tax rate.
(3)  Includes investment securities held-to-maturity, investment securities available-for-sale, investment securities trading and other investments.
(4)  Includes loans held-for-sale.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

48 First Financial Bancorp 2014 Annual Report


Management’s Report On Internal Control Over Financial Reporting

First Financial’s management is responsible for establishing and maintaining adequate internal control over financial reporting. First Financial’s internal control over financial reporting is a process designed under the supervision of First Financial’s chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. As of December 31, 2014 , First Financial’s management, including the chief executive officer and the chief financial officer, evaluated the effectiveness of First Financial’s internal controls over financial reporting, using as its framework for that evaluation the Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework). Based upon that evaluation, management believes that First Financial’s internal control over financial reporting is effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on First Financial’s internal control over financial reporting as of December 31, 2014 . The report, which expresses an unqualified opinion on First Financial’s internal control over financial reporting as of December 31, 2014 , is included in the information that follows under the heading “Report on Internal Control Over Financial Reporting.”

/s/ Claude E. Davis
 
/s/ John M. Gavigan
 
Chief Executive Officer
 
Senior Vice President and Chief Financial Officer
 
February 24, 2015
 
February 24, 2015
 


First Financial Bancorp 2014 Annual Report 49


Report of Independent Registered Public Accounting Firm
Report On Internal Control Over Financial Reporting
The Board of Directors and Shareholders of First Financial Bancorp
We have audited First Financial Bancorp’s Internal Control Over Financial Reporting as of December 31, 2014 , based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). First Financial Bancorp’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, First Financial Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014 , based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of First Financial Bancorp as of December 31, 2014 and 2013 , and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014 , of First Financial Bancorp and our report dated February 24, 2015 expressed an unqualified opinion thereon.
.
Cincinnati, Ohio
 
February 24, 2015
Report Of Independent Registered Public Accounting Firm

Report On Consolidated Financial Statements

The Board of Directors and Shareholders of First Financial Bancorp

We have audited the accompanying consolidated balance sheets of First Financial Bancorp as of December 31, 2014 and 2013 , and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2014 . These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Financial Bancorp at December 31, 2014 and 2013 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014 , in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), First Financial Bancorp’s internal control over financial reporting as of December 31, 2014 , based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated  February 24, 2015 expressed an unqualified opinion thereon.
Cincinnati, Ohio
 
February 24, 2015

50 First Financial Bancorp 2014 Annual Report





Consolidated Balance Sheets
 
December 31,
(Dollars in thousands)
2014
 
2013
Assets
 
 
 
Cash and due from banks
$
110,122

 
$
117,620

Interest-bearing deposits with other banks
22,630

 
25,830

Investment securities available-for-sale, at market value (cost $849,504 at December 31, 2014 and $945,052 at December 31, 2013)
840,468

 
913,601

Investment securities held-to-maturity (market value $874,749 at December 31, 2014 and $824,985 at December 31, 2013)
867,996

 
837,272

Other investments
52,626

 
47,427

Loans held for sale
11,005

 
8,114

Loans and leases
 

 
 

Commercial
1,315,114

 
1,077,984

Real estate - construction
197,571

 
89,297

Real estate - commercial
2,140,667

 
1,765,620

Real estate - residential
501,894

 
433,664

Installment
47,320

 
52,774

Home equity
458,627

 
426,078

Credit card
38,475

 
37,962

Lease financing
77,567

 
80,135

Total loans and leases
4,777,235

 
3,963,514

Less:  Allowance for loan and lease losses
52,858

 
62,730

Net loans and leases
4,724,377

 
3,900,784

Premises and equipment
141,381

 
137,110

Goodwill
137,739

 
95,050

Other intangibles
8,114

 
5,924

FDIC indemnification asset
22,666

 
45,091

Accrued interest and other assets
278,697

 
283,390

Total assets
$
7,217,821

 
$
6,417,213

 
 
 
 
Liabilities
 

 
 

Deposits
 

 
 

Interest-bearing demand
$
1,225,378

 
$
1,125,723

Savings
1,889,473

 
1,612,005

Time
1,255,364

 
952,327

Total interest-bearing deposits
4,370,215

 
3,690,055

Noninterest-bearing
1,285,527

 
1,147,452

Total deposits
5,655,742

 
4,837,507

Federal funds purchased and securities sold under agreements to repurchase
103,192

 
94,749

Federal Home Loan Bank short-term borrowings
558,200

 
654,000

      Total short-term borrowings
661,392

 
748,749

Long-term debt
48,241

 
60,780

Total borrowed funds
709,633

 
809,529

Accrued interest and other liabilities
68,369

 
88,016

Total liabilities
6,433,744

 
5,735,052

 
 
 
 
Shareholders' equity
 

 
 

Common stock - no par value
 

 
 

Authorized - 160,000,000 shares Issued - 68,730,731 shares in 2014 and 2013
574,643

 
577,076

Retained earnings
352,893

 
324,192

Accumulated other comprehensive loss
(21,409
)
 
(31,281
)
Treasury stock, at cost, 7,274,184 shares in 2014 and 11,197,685 shares in 2013
(122,050
)
 
(187,826
)
Total shareholders' equity
784,077

 
682,161

Total liabilities and shareholders' equity
$
7,217,821

 
$
6,417,213


See Notes to Consolidated Financial Statements.


First Financial Bancorp 2014 Annual Report 51


Consolidated Statements of Income

 
Years ended December 31,
(Dollars in thousands except per share data)
2014
 
2013
 
2012
Interest income
 
 
 
 
 
Loans, including fees
$
208,836

 
$
216,306

 
$
249,751

Investment securities
 

 
 
 
 

Taxable
40,924

 
34,147

 
37,664

Tax-exempt
3,560

 
2,400

 
736

Total investment securities interest
44,484

 
36,547

 
38,400

Other earning assets
(5,461
)
 
(7,645
)
 
(7,221
)
Total interest income
247,859

 
245,208

 
280,930

Interest expense
 

 
 

 
 
Deposits
16,153

 
13,247

 
24,625

Short-term borrowings
1,268

 
1,177

 
262

Long-term borrowings
1,813

 
2,464

 
2,702

Total interest expense
19,234

 
16,888

 
27,589

Net interest income
228,625

 
228,320

 
253,341

Provision for loan and lease losses
1,528

 
8,909

 
50,020

Net interest income after provision for loan and lease losses
227,097

 
219,411

 
203,321

 
 
 
 
 
 
Noninterest income
 

 
 

 
 
Service charges on deposit accounts
20,274

 
20,595

 
21,215

Trust and wealth management fees
13,634

 
14,319

 
13,951

Bankcard income
10,740

 
10,914

 
10,028

Net gains from sales of loans
4,364

 
3,150

 
4,570

Gains on sales of investment securities
70

 
1,724

 
3,628

FDIC loss sharing income
365

 
3,720

 
35,346

Accelerated discount on covered/formerly covered loans
4,184

 
7,153

 
13,662

Other
10,334

 
12,072

 
20,021

Total noninterest income
63,965

 
73,647

 
122,421

 
 
 
 
 
 
Noninterest expenses
 

 
 

 
 
Salaries and employee benefits
107,702

 
101,402

 
113,154

Pension settlement charges
0

 
6,174

 
0

Net occupancy
19,187

 
21,207

 
20,682

Furniture and equipment
8,554

 
8,970

 
9,190

Data processing
12,963

 
10,229

 
8,837

Marketing
3,603

 
4,270

 
5,550

Communication
2,277

 
3,207

 
3,409

Professional services
6,170

 
6,876

 
7,269

State intangible tax
2,111

 
3,929

 
3,899

FDIC assessments
4,462

 
4,501

 
4,682

Loss (gain) - other real estate owned
862

 
31

 
5,696

Loss sharing expense
4,686

 
7,083

 
10,725

FDIC indemnification impairment
0

 
22,417

 
0

Other
23,457

 
25,179

 
28,904

Total noninterest expenses
196,034

 
225,475

 
221,997

Income before income taxes
95,028

 
67,583

 
103,745

Income tax expense
30,028

 
19,234

 
36,442

Net income
$
65,000

 
$
48,349

 
$
67,303

 
 
 
 
 
 
Earnings per common share
 
 
 
 
 
Basic
$
1.11

 
$
0.84

 
$
1.16

Diluted
$
1.09

 
$
0.83

 
$
1.14

Average common shares outstanding-basic
58,662,836

 
57,270,233

 
57,876,685

Average common shares outstanding-diluted
59,392,667

 
58,073,054

 
58,868,792


See Notes to Consolidated Financial Statements.

52 First Financial Bancorp 2014 Annual Report


Consolidated Statements of Comprehensive Income


 
Years ended December 31,
(Dollars in thousands except per share data)
2014
 
2013
 
2012
Net income
$
65,000

 
$
48,349

 
$
67,303

Other comprehensive income, net of tax:
 
 
 
 
 
Unrealized gains (losses) on investment securities arising during the period
13,783

 
(29,091
)
 
133

Change in retirement obligation
(2,339
)
 
15,773

 
2,798

Unrealized gain (loss) on derivatives
(1,551
)
 
745

 
(143
)
Unrealized gain (loss) on foreign currency exchange
(21
)
 
(31
)
 
25

Other comprehensive income (loss)
9,872

 
(12,604
)
 
2,813

Comprehensive income
$
74,872

 
$
35,745

 
$
70,116


See Notes to Consolidated Financial Statements.



First Financial Bancorp 2014 Annual Report 53


Consolidated Statements of Changes in Shareholders' Equity
        
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Common
 
Common
 
 
 
other
 
 
 
 
 
stock
 
stock
 
Retained
 
comprehensive
 
Treasury stock
 
 
(Dollars in thousands, except share amounts)
shares
 
amount
 
earnings
 
income (loss)
 
Shares
 
Amount
 
Total
Balances at January 1, 2012
68,730,731

 
$
579,871

 
$
331,351

 
$
(21,490
)
 
(10,463,677
)
 
$
(177,511
)
 
$
712,221

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 
 

 
67,303

 
 

 
 

 
 

 
67,303

Other comprehensive income (loss)
 

 
 

 
 

 
2,813

 
 

 
 

 
2,813

Cash dividends declared:
 

 
 

 
 

 
 

 
 

 
 

 
 
Common stock at $1.18 per share
 

 
 

 
(68,650
)
 
 

 
 

 
 

 
(68,650
)
Purchase of common stock
 
 
 
 
 
 
 
 
(460,500
)
 
(6,806
)
 
(6,806
)
Excess tax benefit on share-based compensation
 

 
438

 
 

 
 

 
 

 
 

 
438

Exercise of stock options, net of shares purchased
 
 
(1,280
)
 
 
 
 
 
75,232

 
1,276

 
(4
)
Restricted stock awards, net of forfeitures
 

 
(3,922
)
 
 

 
 

 
164,449

 
2,846

 
(1,076
)
Share-based compensation expense
 

 
4,186

 
 

 
 

 
 

 
 

 
4,186

Balances at December 31, 2012
68,730,731

 
579,293

 
330,004

 
(18,677
)
 
(10,684,496
)
 
(180,195
)
 
710,425

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
48,349

 
 
 
 
 
 
 
48,349

Other comprehensive income (loss)
 
 
 
 
 
 
(12,604
)
 
 
 
 
 
(12,604
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock at $0.94 per share
 
 
 
 
(54,161
)
 
 
 
 
 
 
 
(54,161
)
Purchase of common stock
 
 
 
 
 
 
 
 
(750,145
)
 
(11,778
)
 
(11,778
)
Excess tax benefit on share-based compensation
 
 
686

 
 
 
 
 
 
 
 
 
686

Exercise of stock options, net of shares purchased
 
 
(3,271
)
 
 
 
 
 
121,597

 
2,041

 
(1,230
)
Restricted stock awards, net of forfeitures
 
 
(3,435
)
 
 
 
 
 
115,359

 
2,106

 
(1,329
)
Share-based compensation expense
 
 
3,803

 
 
 
 
 
 
 
 
 
3,803

Balances at December 31, 2013
68,730,731

 
577,076

 
324,192

 
(31,281
)
 
(11,197,685
)
 
(187,826
)
 
682,161

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
65,000

 
 
 
 
 
 
 
65,000

Other comprehensive income (loss)
 
 
 
 
 
 
9,872

 
 
 
 
 
9,872

Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock at $0.61 per share
 
 
 
 
(36,299
)
 
 
 
 
 
 
 
(36,299
)
Purchase of common stock
 
 
 
 
 
 
 
 
(40,255
)
 
(697
)
 
(697
)
Common stock issued in connection with business combinations
 
 
(946
)
 
 
 
 
 
3,657,937

 
61,375

 
60,429

Excess tax benefit on share-based compensation
 
 
153

 
 
 
 
 
 
 
 
 
153

Exercise of stock options, net of shares purchased
 
 
(1,337
)
 
 
 
 
 
120,441

 
2,018

 
681

Restricted stock awards, net of forfeitures
 
 
(4,273
)
 
 
 
 
 
185,378

 
3,080

 
(1,193
)
Share-based compensation expense
 
 
3,970

 
 
 
 
 
 
 
 
 
3,970

Balances at December 31, 2014
68,730,731

 
$
574,643

 
$
352,893

 
$
(21,409
)
 
(7,274,184
)
 
$
(122,050
)
 
$
784,077


See Notes to Consolidated Financial Statements.

54 First Financial Bancorp 2014 Annual Report


Consolidated Statements of Cash Flows
 
Year ended December 31,
(Dollars in thousands)
2014
 
2013
 
2012
Operating activities
 
 
 
 
 
Net income
$
65,000

 
$
48,349

 
$
67,303

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 
 
 
Provision for loan and lease losses
1,528

 
8,909

 
50,020

Depreciation and amortization
12,785

 
14,270

 
15,833

Stock-based compensation expense
3,970

 
3,803

 
4,186

Pension expense (income)
(1,137
)
 
5,496

 
(481
)
Net amortization of premiums/accretion of discounts on investment securities
7,379

 
13,088

 
12,171

Gains on sales of investments securities
(70
)
 
(1,724
)
 
(3,628
)
Originations of loans held for sale
(145,377
)
 
(152,324
)
 
(223,075
)
Net gains from sales of loans held for sale
(4,364
)
 
(3,150
)
 
(4,570
)
Proceeds from sales of loans held for sale
144,803

 
158,853

 
232,523

Deferred income taxes
(22,405
)
 
(25,328
)
 
(14,085
)
Decrease (increase) in interest receivable
(1,903
)
 
(1,181
)
 
3,267

Decrease (increase) in cash surrender value of life insurance
(4,255
)
 
(4,187
)
 
1,422

Decrease (increase) in prepaid expenses
(11,174
)
 
495

 
5,321

Decrease (increase) in indemnification asset
22,425

 
74,516

 
53,402

(Decrease) increase in accrued expenses
(7,748
)
 
(1,536
)
 
3,374

(Decrease) increase in interest payable
30

 
(350
)
 
(1,686
)
Other
(2,833
)
 
26,355

 
10,537

Net cash provided by (used in) operating activities
56,654

 
164,354

 
211,834

 
 
 
 
 
 
Investing activities
 

 
 

 
 

Proceeds from sales of investment securities available-for-sale
166,356

 
92,684

 
240,316

Proceeds from calls, paydowns and maturities of securities available-for-sale
101,420

 
186,820

 
269,236

Purchases of securities available-for-sale
(147,854
)
 
(214,398
)
 
(1,022,772
)
Proceeds from calls, paydowns and maturities of securities held-to-maturity
105,623

 
157,647

 
154,071

Purchases of securities held-to-maturity
(140,426
)
 
(233,111
)
 
(7,521
)
Net decrease (increase) in interest-bearing deposits with other banks
3,200

 
(1,489
)
 
351,057

Net decrease (increase) in loans and leases
(226,558
)
 
(108,417
)
 
15,792

Proceeds from disposal of other real estate owned
30,570

 
27,319

 
35,357

Purchases of premises and equipment
(10,609
)
 
(7,295
)
 
(25,502
)
Net cash acquired from acquisition
34,300

 
0

 
0

Net cash provided by (used in) investing activities
(83,978
)
 
(100,240
)
 
10,034

 
 
 
 
 
 
Financing activities
 

 
 

 
 

Net (decrease) increase in total deposits
249,630

 
(118,333
)
 
(687,000
)
Net (decrease) increase in short-term borrowings
(162,248
)
 
124,179

 
525,139

Payments on long-term borrowings
(33,220
)
 
(14,394
)
 
(1,313
)
Cash dividends paid on common stock
(34,848
)
 
(61,429
)
 
(67,797
)
Treasury stock purchase
(697
)
 
(11,778
)
 
(6,806
)
Proceeds from exercise of stock options
1,056

 
73

 
320

Excess tax benefit on share-based compensation
153

 
686

 
438

Net cash provided by (used in) financing activities
19,826

 
(80,996
)
 
(237,019
)
 
 
 
 
 
 
Cash and Due from Banks
 

 
 

 
 

Net increase (decrease) in Cash and Due from Banks
(7,498
)
 
(16,882
)
 
(15,151
)
Cash and Due from Banks at beginning of year
117,620

 
134,502

 
149,653

Cash and Due from Banks at end of year
$
110,122

 
$
117,620

 
$
134,502



First Financial Bancorp 2014 Annual Report 55



Consolidated Statements of Cash Flows (continued)


Supplemental disclosures
 
 
 
 
 
Interest paid
$
18,154

 
$
17,238

 
$
29,276

Income taxes paid
$
61,180

 
$
36,312

 
$
54,685

Acquisition of other real estate owned through foreclosure
$
10,537

 
$
37,700

 
$
29,956

Issuance of restricted stock awards
$
4,601

 
$
4,730

 
$
4,943

Common stock issued in bank acquisitions
$
60,429

 
$
0

 
$
0

 
 
 
 
 
 
Supplemental schedule for investing activities
 
 
 
 
 
Business combinations
 
 
 
 
 
Assets acquired, net of purchase considerations
$
630,170

 
$
0

 
$
0

Liabilities assumed
672,859

 
0

 
0

Goodwill
$
42,689

 
$
0

 
$
0



See Notes to Consolidated Financial Statements.


56 First Financial Bancorp 2014 Annual Report


Notes To Consolidated Financial Statements

1. Summary Of Significant Accounting Policies


Basis of presentation. The Consolidated Financial Statements of First Financial Bancorp. (First Financial or the Company), a bank holding company, principally serving Ohio, Indiana and Kentucky, include the accounts and operations of First Financial and its wholly owned subsidiary, First Financial Bank, N.A. (First Financial Bank or the Bank). All significant intercompany transactions and accounts have been eliminated in consolidation. As detailed below, certain reclassifications of prior years' amounts, including covered loans and the related allowance for loan and lease losses in the Consolidated Balance Sheets have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.
   
Effective October 1, 2014, the five-year loss sharing coverage period for non-single family assets expired and the majority of the Company’s formerly covered assets were no longer subject to FDIC loss sharing protection. As a result of this expiration, and the insignificant balance of assets that remain subject to FDIC loss sharing protection for five more years relative to the Company’s total assets, all covered loans and the related allowance for loan and lease losses-covered, as well as provision for covered loan and lease losses, have been reclassified in the Consolidated Financial Statements, and all credit quality metrics have been updated to include covered and formerly covered assets.

Use of estimates. The preparation of Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Actual realized amounts could differ materially from those estimates.
 
Investment securities. First Financial classifies debt and equity securities into three categories: held-to-maturity, trading and available-for-sale. Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as appropriate.

Investment securities are classified as held-to-maturity when First Financial has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost.
 
Investment securities classified as trading are held principally for resale in the near term and are recorded at fair value. Gains or losses, either unrealized or realized, are reported in noninterest income. Quoted market prices are used to determine the fair value of trading securities.
 
Investment securities not classified as either held-to-maturity or trading are classified as available-for-sale. Available-for-sale securities are recorded at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income (loss) in shareholders' equity.
 
The amortized cost of investment securities classified as either held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is considered an adjustment to the yield on the security and included in interest income from investments. Interest and dividends are included in interest income from investment securities.
 
Realized gains and losses are based on the amortized cost of the security sold using the specific identification method. Available-for-sale and held-to-maturity securities are reviewed quarterly for potential impairment. In performing this review, management considers the length of time and extent to which the fair value of the security has been less than amortized cost, the financial condition and near-term prospects of the issuer and the ability and intent of First Financial to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the fair value of a security is less than the amortized cost and the impairment is determined to be other-than-temporary, the security is written down, establishing a new and reduced cost basis. The related charge is recorded in the Consolidated Statements of Income.
 
Other investments include holdings in Federal Reserve Bank (FRB) stock and Federal Home Loan Bank (FHLB) stock. FRB and FHLB stock are both carried at cost.

Loans held for sale. Loans held for sale consists of residential real estate loans newly originated for the purpose of sale to third parties, and in certain circumstances, loans previously originated that have been specifically identified by management for sale based on predetermined criteria. Loans originated for sale are immediately classified as held for sale upon origination and are considered to be at fair market value due to the commitment to sell in a short timeframe. Loans transferred to held for sale

First Financial Bancorp 2014 Annual Report 57

Notes To Consolidated Financial Statements

status are carried at the lower of cost or fair value with any difference charged to the allowance for loan and lease losses. Any subsequent change in the carrying value of transferred loans, not to exceed original cost, is recorded in the Consolidated Statements of Income.

Loans and leases, excluding purchased impaired loans. Loans and leases for which First Financial has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are classified in the Consolidated Balance Sheets as loans and leases. Except for loans which are subject to fair value requirements, loans and leases are carried at the principal amount outstanding, net of unamortized deferred loan origination fees and costs, and net of unearned income. Loan origination and commitment fees received, as well as certain direct loan origination costs paid, are deferred, and the net amount is amortized as an adjustment to the related loan's yield. Interest income is recorded on an accrual basis. When a loan is classified as nonaccrual, the accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed. Any payments received while a loan is classified as nonaccrual are applied as a reduction to the carrying value of the loan. A loan may return to accrual status if collection of future principal and interest payments is no longer doubtful.
 
Acquired loans. Acquired loans are recorded at their estimated fair value at the time of acquisition. Estimated fair values for acquired loans are based on a discounted cash flow methodology that considers various factors including the type of loan and related collateral, classification status, interest rate, term of loan, whether or not the loan was amortizing and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. Acquired loans are grouped together according to similar characteristics and treated in the aggregate when applying various valuation techniques. Certain loans acquired in Federal Deposit Insurance Corporation (FDIC)-assisted transactions were initially covered under loss sharing agreements and are referred to as covered loans during indemnification period. Subsequent to the indemnification period, they are referred to as formerly covered loans.
 
First Financial evaluates acquired loans for impairment in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Acquired loans with evidence of credit deterioration since origination are accounted for under FASB ASC Topic 310-30 and are referred to as purchased impaired loans. Interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all purchased impaired loans.
 
For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial groups acquired loans into pools based on common risk characteristics. Expected cash flows are re-estimated periodically for all purchased impaired loans. The cash flows expected to be collected are estimated based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense on a discounted basis during the period (see "Allowance for loan and lease losses" below). Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

For acquired loans that prepay, noninterest income may be recorded related to the accelerated recognition of the remaining purchase discount that would have been recognized over the life of the loan had it not prepaid, offset by a related adjustment to the FDIC indemnification asset if the loan is still covered under FDIC loss sharing protection. This scenario can occur either through a loan sale or ordinary prepayments that are typical in a loan portfolio.
 
Acquired loans outside the scope of FASB ASC Topic 310-30 are accounted for under FASB ASC Topic 310-20, Receivables-Nonrefundable Fees and Costs. Discounts created when the loans were recorded at their estimated fair values at acquisition are amortized over the remaining term of the loan as an adjustment to the related loan's yield. The accrual of interest income is discontinued when the collection of a loan or interest, in whole or in part, is doubtful.

Allowance for loan and lease losses. For each reporting period, management maintains the allowance for loan and lease losses (ALLL or the allowance) at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change.
 
Management's determination of the adequacy of the allowance is based on an assessment of the probable loan and lease losses inherent in the portfolio given the conditions at the time. The allowance is generally increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. Loans are charged off when management

58 First Financial Bancorp 2014 Annual Report


believes that the collection of the principal amount owed in full, either through payments from the borrower or from the liquidation of collateral, is unlikely.
 
In the commercial portfolio, which includes time and demand notes, tax-exempt loans, construction, commercial real estate and mezzanine loans, loan relationships greater than $250,000 that are considered impaired, or designated as a troubled debt restructuring (TDR), are evaluated to determine the need for a specific allowance based on the borrower's overall financial condition, resources, payment record, guarantor support and the realizable value of any collateral.

The allowance for non-impaired commercial loans and impaired commercial loan relationships less than $250,000 includes a process of estimating the probable losses inherent in the portfolio by loan type, based on First Financial's internal system of credit risk ratings and historical loss data. These estimates may also be adjusted for management's estimate of probable losses dependent upon trends in the values of the underlying collateral, delinquent and nonaccrual loans, prevailing economic conditions, changes in lending strategies and other influencing factors.
 
Consumer loans are generally evaluated by loan type, as these loans exhibit homogeneous characteristics. The allowance for consumer loans, which includes residential real estate, installment, home equity, credit card loans and overdrafts, is established by estimating losses inherent in each particular category of consumer loans. The estimate of losses is primarily based on historical loss rates for each category, as well as trends in delinquent and nonaccrual loans, prevailing economic conditions and other significant influencing factors. Consumer loans greater than $100,000 classified as TDRs are individually evaluated to determine an appropriate allowance.
 
For loans purchased impaired, expected cash flows are re-estimated periodically with declines in gross expected cash flows at the pool level recorded as provision expense during the period. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The related, estimated reimbursement for loan losses due from the FDIC under loss sharing agreements, if applicable, is recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset.

Reserve for unfunded commitments . First Financial maintains a reserve that it considers sufficient to absorb probable losses inherent in standby letters of credit and outstanding loan commitments and is included in Accrued interest and other liabilities on the Consolidated Balance Sheets. The determination of the adequacy of the reserve is based upon an evaluation of the unfunded credit facilities, including consideration of historical commitment utilization experience, credit risk rating and historical loss rates, consistent with the allowance for loan and lease losses methodology previously discussed. Adjustments to the reserve for unfunded commitments are included in Other noninterest expense in the Consolidated Statements of Income.
 
FDIC indemnification asset. The FDIC indemnification asset results from the loss sharing agreements entered into in conjunction with First Financial's FDIC-assisted transactions, and is measured separately from the related assets covered by loss sharing agreements with the FDIC (covered assets) as it is not contractually embedded in those assets and is not transferable should First Financial choose to dispose of the covered assets. The FDIC indemnification asset represents expected reimbursements from the FDIC for losses on covered assets. Pursuant to the terms of the loss sharing agreements, covered assets are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. The FDIC indemnification asset was recorded at its estimated fair value at the time of the FDIC-assisted transactions. Fair values were estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing of the loss sharing reimbursement from the FDIC.
 
The accounting for FDIC indemnification asset is closely related to the accounting for the underlying, indemnified assets as well as on-going assessment of the collectibility of the assets. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows and are reflected as a yield adjustment on the indemnification asset. Declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows and are reflected as both FDIC loss sharing income and an increase to the indemnification asset. The collectibility assessment includes evaluation of claims activity with the FDIC, adjustments to the indemnification asset from the accelerated discount on covered loans, the yield on the indemnification asset in relation to the yield on the underlying covered loans and the remaining term of the loss sharing agreements. Changes in the assessed collectibility of the indemnification asset, if any, are recognized as FDIC indemnification impairment in Noninterest expenses in the Consolidated Statements of Income.
 

First Financial Bancorp 2014 Annual Report 59

Notes To Consolidated Financial Statements

Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are principally computed on the straight-line method over the estimated useful lives of the assets. Useful lives generally range from 10 to 40 years for building and building improvements; 3 to 10 years for furniture, fixtures and equipment; and 3 to 5 years for software, hardware and data handling equipment. Land improvements are depreciated over 20 years and leasehold improvements are depreciated over the lesser of the base term of the respective lease or the useful life of the asset. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Maintenance and repairs are charged to operations as incurred.
 
Goodwill and other indefinite lived intangible assets. Under accounting for business combinations, the net assets of entities acquired by First Financial are recorded at their estimated fair value at the date of acquisition. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. Goodwill and intangible assets deemed to have indefinite lives, if any, are not amortized, but are subject to annual impairment tests. First Financial performs its annual impairment test effective October 1, or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. First Financial reviews goodwill for impairment using both income and asset-based approaches.
 
Core deposit intangibles. Core deposit intangibles represent the estimated value of acquired relationships with deposit customers. The estimated fair value of core deposit intangibles are based on a discounted cash flow methodology that gives appropriate consideration to expected customer attrition rates, cost of the deposit base, reserve requirements and the net maintenance cost attributable to customer deposits. Core deposit intangibles are amortized on an accelerated basis over their useful lives.
 
Other real estate owned (OREO). OREO represents properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem loans. OREO properties are recorded at the lower of cost or fair value, less estimated disposal costs (net realizable value) upon acquisition. Losses arising at the time of acquisition of such properties are charged against the allowance for loan and lease losses. Management performs periodic valuations to assess the adequacy of the recorded OREO balances and subsequent write-downs in the carrying value of OREO properties are expensed as incurred. Improvements to OREO properties may be capitalized if the improvements contribute to the overall value of the property, but may not be capitalized in excess of the net realizable value of the property. When management disposes of an OREO property, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income.
 
Certain OREO properties are subject to loss sharing agreements whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. When management disposes of an OREO property subject to loss sharing agreements, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income, and, in general, are substantially offset by a related adjustment to the FDIC indemnification asset.
 
Income taxes. First Financial and its subsidiaries file a consolidated federal income tax return. Each subsidiary provides for income taxes on a separate return basis, and remits to First Financial amounts determined to be currently payable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Financial Statements as a component of noninterest expense.
 
Pension. First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. The measurement of the accrued benefit liability and the annual pension expense involves actuarial and economic assumptions. The assumptions used in pension accounting include those related to the discount rates, the expected return on plan assets and the rate of compensation increase.
 
Derivative instruments. First Financial accounts for its derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging. FASB ASC Topic 815 requires all derivative instruments to be carried at fair value on the balance sheet.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation.  Derivatives used to hedge the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.  Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.


60 First Financial Bancorp 2014 Annual Report


First Financial utilizes interest rate swaps designated as fair value hedges as a means to offer commercial borrowers products that meet their needs, but are also designed to achieve First Financial’s desired interest rate risk profile.  First Financial utilizes interest rate swaps designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates.

Back to back swaps - First Financial enters into swap agreements with commercial borrowers and simultaneously enters into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These matched interest rate swap agreements generally involve the receipt by First Financial of floating rate amounts from the counterparties in exchange for payments to these counterparties by First Financial of fixed rate amounts received from commercial borrowers over the life of the agreements.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.

First Financial's matched interest rate swaps qualify as derivatives, but are not designated as hedging instruments. The net interest receivable or payable on matched interest rate swaps is accrued and recognized as an adjustment to interest income.  The fair values of back to back swaps are included within Accrued interest and other assets and Accrued interest and other liabilities on the Consolidated Balance Sheets.

Pay fixed interest rate swaps - For unmatched, pay fixed interest rate swaps, which qualify for hedge accounting, the corresponding fair-value adjustment is included on the Consolidated Balance Sheets in the carrying value of the hedged item. The net interest receivable or payable on unmatched interest rate swaps is accrued and recognized as an adjustment to the interest income of the hedged item.  Gains and losses from derivatives not considered effective in hedging the change in fair value of the hedged item, if any, are recognized in income immediately.

Cash flow hedges - The net interest receivable or payable on an interest rate swap designated as a cash flow hedge is accrued and recognized as an adjustment to interest income or interest expense, while the fair value is included within Accrued interest and other assets or Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps designated as cash flow hedges are included in accumulated other comprehensive income (loss). Gains and losses from derivatives not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that First Financial will incur a loss because a counterparty fails to meet its contractual obligations. Generally, the credit risk associated with interest rate swaps is significantly less than the notional values associated with these instruments. The notional values represent contractual balances on which the calculations of amounts to be exchanged are based. First Financial manages this credit risk through counterparty credit policies.
 
Stock-based compensation. First Financial grants stock-based awards, including restricted stock awards for and options to purchase the Company’s common stock. Stock option grants are for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. Stock-based compensation expense is recognized in the Consolidated Statements of Income on a straight-line basis over the vesting period. The amortization of stock-based compensation expense reflects estimated forfeitures, adjusted for actual forfeiture experience. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise. At the time stock-based awards are exercised, canceled or expire, First Financial may be required to recognize an adjustment to tax expense.
 
Earnings per share. Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding, unvested shares and dilutive common stock equivalents outstanding during the period. Common stock equivalents, which consist of common stock issuable under the assumed exercise of stock options granted under First Financial's stock-based compensation plans and the assumed conversion of common stock warrants, are calculated using the treasury stock method.
 
Cash and due from banks. Cash and due from banks consist of currency, coin and cash items due from banks. Cash items due from banks include noninterest bearing deposits held at other banks.
 
Segments and related information. Consistent with prior years, management continued to review operating performance and make decisions as one banking segment in 2014 .


First Financial Bancorp 2014 Annual Report 61

Notes To Consolidated Financial Statements

2. Recently Adopted and Issued Accounting Standards


In January 2014, the FASB issued an update (ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects) that permits First Financial to make an accounting policy election to account for its investments in qualified affordable housing projects using a proportional amortization method if certain conditions are met. Under the proportional amortization method, First Financial would amortize the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income tax expense. The amended guidance requires disclosure of the nature of First Financial’s investments in qualified affordable housing projects, and the effect of the measurement of the investments in qualified affordable housing projects and the related tax credits on First Financial’s financial position and results of operation. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements, but may impact the
presentation of investments in qualified affordable housing projects.

In January 2014, the FASB issued an update (ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure) which clarifies when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be de-recognized and the real estate property recognized . The provisions of ASU 2014-04 become effective for First Financial for the interim reporting period ending March 31, 2015. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In April 2014, the FASB issued an update (ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity) which redefines what constitutes a discontinued operation. Under the revised standard, a discontinued operation is a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale, that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or an acquired business or nonprofit activity that is classified as held for sale on the date of the acquisition. A strategic shift that has or will have a major effect on an entity’s operations and financial results could include the disposal of a major line of business, a major geographic area, a major equity method investment or other major parts of an entity. The new guidance eliminates the criteria prohibiting an entity from reporting a discontinued operation if it has certain continuing cash flows or involvement with the component after the disposal and requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. The provisions of ASU 2014-08 became effective for all interim and annual periods subsequent to January 1, 2015. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In May 2014, the FASB issued an update (ASU 2014-09, Revenue from Contracts with Customers) which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the revised standard, an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. Certain of the ASU’s provisions also apply to transfers of nonfinancial assets, including in-substance nonfinancial assets that are not an output of an entity’s ordinary activities, such as sales of property, plant, and equipment; real estate; or intangible assets. The ASU also requires significantly expanded disclosures about revenue recognition. The provisions of ASU 2014-09 become effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. First Financial is currently evaluating the impact of this update on its Consolidated Financial Statements.

In June 2014, the FASB issued an update (ASU 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures) that requires repurchase-to-maturity transactions to be accounted for as secured borrowings rather than as sales with a forward repurchase commitment and eliminates current guidance on repurchase financings. The ASU requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty. If the derecognition criteria are met, the initial transfer will generally be accounted for as a sale and the repurchase agreement will generally be accounted for as a secured borrowing. The ASU requires new disclosures for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions that are accounted for as secured borrowings. The ASU also requires new disclosures for transfers of financial assets that are accounted for as sales that involve an agreement with the transferee entered into in contemplation of the initial transfer that result in the transferor retaining substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The provisions of ASU 2014-11 become effective for all interim and annual periods subsequent to December 15,

62 First Financial Bancorp 2014 Annual Report


2014. Early adoption is prohibited. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In August 2014, the FASB issued an update (ASU 2014-14, Receivables - Troubled Debt Restructurings by Creditors: Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure) that requires a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met: a) the loan has a government guarantee that is not separable from the loan before foreclosure, b) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim and c) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this ASU become effective for all interim and annual periods subsequent to December 15, 2014. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In August 2014, the FASB issued an update (ASU 2014-15, Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern) that requires management perform a going concern evaluation similar to the auditor’s evaluation required by standards issued by the PCAOB and the AICPA. The ASU requires management to evaluate relevant conditions, events and certain management plans that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an entity’s ability to continue as a going concern exists for both annual and interim reporting periods. If management concludes that substantial doubt about an entity’s ability to continue as a going concern, the notes to the financial statements are required to include a statement that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The provisions in this ASU become effective for interim and annual periods ending after December 15, 2016. Early adoption is permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

3. Restrictions On Cash And Dividends


First Financial Bank is required to maintain average reserve balances either in the form of vault cash or reserves held on deposit with the Federal Reserve Bank, Federal Home Loan Bank or in pass-through reserve accounts with correspondent banks. The average amounts of these required reserve balances, based upon the average level of First Financial's transaction accounts for 2014 and 2013 were approximately $56.2 million and $43.1 million , respectively. Additionally, First Financial had $2.0 million of cash acquired in conjunction with an FDIC-assisted transaction that was restricted for withdrawal and usage as of December 31, 2013 .

Dividends paid by First Financial to its shareholders are principally funded through dividends paid to the Company by its subsidiaries. However, certain restrictions exist regarding the ability of bank subsidiaries to transfer funds to First Financial in the form of cash dividends, loans or advances. The approval of the subsidiaries' respective primary federal regulators is required for First Financial's subsidiaries to pay dividends in excess of the regulatory limit, which is equal to the net income of the current year through the dividend date, combined with its retained net income from the two preceding years. As of December 31, 2014 , First Financial's subsidiaries had retained earnings of $383.7 million of which $35.1 million was available for distribution to First Financial without prior regulatory approval.


First Financial Bancorp 2014 Annual Report 63

Notes To Consolidated Financial Statements

4. Investment Securities


The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2014 :
   
 
Held-to-maturity
 
Available-for-sale
(Dollars in thousands)
 
Amortized
cost
 
Unrealized
gain
 
Unrealized
loss
 
Market
value
 
Amortized
cost
 
Unrealized
gain
 
Unrealized
loss
 
Market
value
U.S. Treasuries
 
$
0

 
$
0

 
$
0

 
$
0

 
$
97

 
$
0

 
$
0

 
$
97

Securities of U.S. government agencies and corporations
 
17,570

 
24

 
(23
)
 
17,571

 
11,814

 
67

 
(1
)
 
11,880

Mortgage-backed securities
 
801,465

 
7,813

 
(2,064
)
 
807,214

 
611,497

 
4,462

 
(13,211
)
 
602,748

Obligations of state and other political subdivisions
 
25,660

 
485

 
(193
)
 
25,952

 
54,132

 
784

 
(921
)
 
53,995

Asset-backed securities
 
0

 
0

 
0

 
0

 
74,784

 
155

 
(103
)
 
74,836

Other securities
 
23,301

 
790

 
(79
)
 
24,012

 
97,180

 
1,292

 
(1,560
)
 
96,912

Total
 
$
867,996

 
$
9,112

 
$
(2,359
)
 
$
874,749

 
$
849,504

 
$
6,760

 
$
(15,796
)
 
$
840,468


The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2013 :
   
 
Held-to-maturity
 
Available-for-sale
 
 
Amortized
 
Unrealized
 
Unrealized
 
Market
 
Amortized
 
Unrealized
 
Unrealized
 
Market
(Dollars in thousands)
 
cost
 
gain
 
loss
 
value
 
cost
 
gain
 
loss
 
value
U.S. Treasuries
 
$
0

 
$
0

 
$
0

 
$
0

 
$
97

 
$
0

 
$
(7
)
 
$
90

Securities of U.S. government agencies and corporations
 
18,981

 
0

 
(791
)
 
18,190

 
9,980

 
0

 
(404
)
 
9,576

Mortgage-backed securities
 
775,025

 
1,337

 
(12,229
)
 
764,133

 
678,267

 
5,372

 
(28,593
)
 
655,046

Obligations of state and other political subdivisions
 
25,788

 
152

 
(1,039
)
 
24,901

 
33,410

 
10

 
(3,097
)
 
30,323

Asset-backed securities
 
0

 
0

 
0

 
0

 
114,209

 
1

 
(616
)
 
113,594

Other securities
 
17,478

 
283

 
0

 
17,761

 
109,089

 
262

 
(4,379
)
 
104,972

Total
 
$
837,272

 
$
1,772

 
$
(14,059
)
 
$
824,985

 
$
945,052

 
$
5,645

 
$
(37,096
)
 
$
913,601


During the year ended December 31, 2014 , First Financial sold available-for-sale securities with a fair value of $166.3 million at the date of sale and recorded a $0.1 million pre-tax gain. The investment gain after taxes was $44 thousand for the year ended December 31, 2014 .

During the year ended December 31, 2013 , First Financial sold available-for-sale securities with a fair value of $91.0 million at the date of sale and recorded a $1.7 million net pre-tax gain. The net investment gain after taxes was $1.1 million for the year ended December 31, 2013 .

During the year ended December 31, 2012 , First Financial sold available-for-sale securities with a fair value of $236.7 million at the date of sale and recorded a $3.6 million net pre-tax gain. The net investment gain after taxes was $2.3 million for the year ended December 31, 2012 .

The carrying value of investment securities pledged as collateral to secure public deposits, repurchase agreements and for other purposes as required by law totaled $1.1 billion at December 31, 2014 and December 31, 2013 , respectively.


64 First Financial Bancorp 2014 Annual Report


The following table provides a summary of investment securities by estimated weighted average life as of December 31, 2014 . Estimated lives on certain investment securities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without call or prepayment penalties:

 
Held-to-maturity
 
Available-for-sale
(Dollars in thousands)
Amortized
cost
 
Market
value
 
Amortized
cost
 
Market
value
Due in one year or less
$
3,680

 
$
3,745

 
$
23,090

 
$
23,137

Due after one year through five years
419,301

 
420,714

 
355,360

 
354,978

Due after five years through ten years
334,746

 
338,620

 
190,672

 
186,471

Due after ten years
110,269

 
111,670

 
280,382

 
275,882

Total
$
867,996

 
$
874,749

 
$
849,504

 
$
840,468


The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position, aggregated by investment category and the length of time the individual securities have been in a continuous unrealized loss position:
 
 
December 31, 2014
 
 
Less than 12 months
 
12 months or more
 
Total
(Dollars in thousands)
 
Fair
value
 
Unrealized
loss
 
Fair
value
 
Unrealized
loss
 
Fair
value
 
Unrealized
loss
Securities of U.S. government agencies and corporations
 
$
493

 
$
(1
)
 
$
97

 
$
0

 
$
590

 
$
(1
)
Mortgage-backed securities
 
119,641

 
(420
)
 
428,486

 
(13,780
)
 
548,127

 
(14,200
)
Obligations of state and other political subdivisions
 
12,746

 
(126
)
 
37,516

 
(1,014
)
 
50,262

 
(1,140
)
Asset-backed securities
 
32,045

 
(103
)
 
0

 
0

 
32,045

 
(103
)
Other securities
 
12,831

 
(317
)
 
30,005

 
(1,296
)
 
42,836

 
(1,613
)
Total
 
$
177,756

 
$
(967
)
 
$
496,104

 
$
(16,090
)
 
$
673,860

 
$
(17,057
)

 
 
December 31, 2013
 
 
Less than 12 months
 
12 months or more
 
Total
 
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
(Dollars in thousands)
 
value
 
loss
 
value
 
loss
 
value
 
loss
Securities of U.S. government agencies and corporations
 
$
27,851

 
$
(970
)
 
$
0

 
$
0

 
$
27,851

 
$
(970
)
Mortgage-backed securities
 
966,718

 
(32,432
)
 
108,929

 
(6,101
)
 
1,075,647

 
(38,533
)
Obligations of state and other political subdivisions
 
66,502

 
(5,294
)
 
1,935

 
(46
)
 
68,437

 
(5,340
)
Asset-backed securities
 
93,355

 
(616
)
 
0

 
0

 
93,355

 
(616
)
Other securities
 
54,866

 
(2,142
)
 
7,798

 
(561
)
 
62,664

 
(2,703
)
Total
 
$
1,209,292

 
$
(41,454
)
 
$
118,662

 
$
(6,708
)
 
$
1,327,954

 
$
(48,162
)

Gains and losses on debt securities are generally due to higher current market yields relative to the yields of the debt securities at their amortized cost.  All securities with unrealized losses are reviewed quarterly to determine if any impairment is considered other than temporary, requiring a write-down to fair value. First Financial considers the percentage loss on a security, duration of the loss, average life or duration of the security, credit rating of the security and payment performance, as well as the Company’s intent and ability to hold the security to maturity when determining whether any impairment is other than temporary. At this time First Financial does not intend to sell, and it is not more likely than not that the Company will be required to sell debt securities temporarily impaired prior to maturity or recovery of the recorded value. First Financial had no other than temporary impairment related to its investment securities portfolio as of December 31, 2014 or 2013.


First Financial Bancorp 2014 Annual Report 65

Notes To Consolidated Financial Statements

For further detail on the fair value of investment securities, see Note 19 – Fair Value Disclosures.

5. Loans and Leases


First Financial offers clients a variety of commercial and consumer loan and lease products with various interest rates and payment terms. Lending activities are primarily concentrated in Ohio, Indiana and Kentucky, states where the Bank currently operates banking centers. Additionally, First Financial provides equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector throughout the United States. Commercial loan categories include commercial and industrial (commercial), commercial real estate, construction real estate and lease financing. Consumer loan categories include residential real estate, home equity, installment and credit card. For more information on First Financial's lending practices, see "Lending Practices" in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Purchased impaired loans. Loans accounted for under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, are referred to as purchased impaired loans. First Financial accounts for the majority of loans acquired in FDIC transactions as purchased impaired loans, except for loans with revolving privileges, which are outside the scope of FASB ASC Topic 310-30, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. These loans include loans previously covered under loss sharing agreements as well as loans that remain subject to FDIC loss sharing coverage.

Purchased impaired loans are not classified as nonperforming assets as the loans are considered to be performing under FASB ASC Topic 310-30. Therefore, interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all purchased impaired loans.

First Financial had purchased impaired loans totaling $264.9 million and $413.1 million , at December 31, 2014 and 2013 , respectively. The outstanding balance of all purchased impaired loans, including all contractual principal, interest, fees and penalties, was $314.5 million and $508.2 million as of December 31, 2014 and December 31, 2013 , respectively. These balances exclude contractual interest not yet accrued.

For more information on First Financial's accounting for purchased impaired loans, see Note 1 - Summary of Significant Accounting Policies.

Changes in the carrying amount of accretable difference for purchased impaired loans for the years ended December 31 were as follows:
(Dollars in thousands)
 
2014
 
2013
 
2012
Balance at beginning of year
 
$
133,671

 
$
224,694

 
$
344,410

Reclassification from non-accretable difference
 
23,216

 
1,470

 
29,606

Accretion
 
(33,730
)
 
(58,422
)
 
(91,485
)
Other net activity (1)
 
(16,535
)
 
(34,071
)
 
(57,837
)
Balance at end of year
 
$
106,622

 
$
133,671

 
$
224,694

  (1)   Includes the impact of loan repayments and charge-offs.

First Financial regularly reviews its forecast of expected cash flows for purchased impaired loans. The Company recognized reclassifications from nonaccretable to accretable difference of $23.2 million during 2014, $1.5 million during 2013 and $29.6 million during 2012 due to changes in the cash flow expectations related to certain loan pools. These reclassifications can result in impairment and provision expense in the current period or yield adjustments on the related loan pools on a prospective basis.

Covered loans. Loans acquired in FDIC-assisted transactions covered under loss sharing agreements whereby the FDIC will reimburse First Financial for the majority of any losses incurred are referred to as covered loans. Pursuant to the terms of the loss sharing agreements, covered loans are subject to a stated loss threshold whereby the FDIC will reimburse First Financial for 80% of losses up to a stated loss threshold and 95% of losses in excess of the threshold. These loss sharing agreements provide for partial loss protection on single-family, residential loans for a period of ten years and First Financial is required to share any recoveries of previously charged-off amounts for the same time period, on the same pro-rata basis with the FDIC. All

66 First Financial Bancorp 2014 Annual Report


other loans are provided loss protection for a period of five years and recoveries of previously charged-off amounts must be shared with the FDIC for an additional three year period, again on the same pro-rata basis.

The Company's loss sharing agreements with the FDIC related to non-single family loans expired effective October 1, 2014, and the ten year period of loss protection on all other covered loans and covered OREO will expire during the third quarter of 2019. Covered loans totaled $135.7 million as of December 31, 2014 and $457.9 million as of December 31, 2013 .

Credit quality. To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate allowance for loan and lease losses, First Financial utilizes the following categories of credit grades:

Pass - Higher quality loans that do not fit any of the other categories described below.

Special Mention - First Financial assigns a special mention rating to loans and leases with potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in First Financial's credit position at some future date.

Substandard - First Financial assigns a substandard rating to loans or leases that are inadequately protected by the current sound financial worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans and leases have well-defined weaknesses that jeopardize repayment of the debt. Substandard loans and leases are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not addressed.

Doubtful - First Financial assigns a doubtful rating to loans and leases with all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

The credit grades described above, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

First Financial considers repayment performance as the best indicator of credit quality for consumer loans. Consumer loans that have principal and interest payments that are past due by ninety days or more are generally classified as nonperforming. Additionally, consumer loans that have been modified in a TDR are classified as nonperforming.

First Financial Bancorp 2014 Annual Report 67

Notes To Consolidated Financial Statements

Commercial and consumer credit exposure by risk attribute was as follows:

 
 
As of December 31, 2014
 
 
 
 
Real Estate
 
 
 
 
(Dollars in thousands)
 
Commercial
 
Construction
 
Commercial
 
Leasing
 
Total
Pass
 
$
1,268,456

 
$
195,826

 
$
2,055,432

 
$
75,839

 
$
3,595,553

Special Mention
 
30,492

 
0

 
21,448

 
1,728

 
53,668

Substandard
 
16,166

 
1,745

 
63,787

 
0

 
81,698

Doubtful
 
0

 
0

 
0

 
0

 
0

Total
 
$
1,315,114

 
$
197,571

 
$
2,140,667

 
$
77,567

 
$
3,730,919

 
 
Real Estate
Residential
 
Installment
 
Home Equity
 
Other
 
Total
Performing
 
$
490,314

 
$
46,806

 
$
452,281

 
$
38,475

 
$
1,027,876

Nonperforming
 
11,580

 
514

 
6,346

 
0

 
18,440

Total
 
$
501,894

 
$
47,320

 
$
458,627

 
$
38,475

 
$
1,046,316


 
 
As of December 31, 2013
 
 
 
 
Real Estate
 
 
 
 
(Dollars in thousands)
 
Commercial
 
Construction
 
Commercial
 
Leasing
 
Total
Pass
 
$
1,016,357

 
$
80,586

 
$
1,604,836

 
$
80,135

 
$
2,781,914

Special Mention
 
25,064

 
65

 
36,736

 
0

 
61,865

Substandard
 
36,147

 
8,646

 
124,048

 
0

 
168,841

Doubtful
 
416

 
0

 
0

 
0

 
416

Total
 
$
1,077,984

 
$
89,297

 
$
1,765,620

 
$
80,135

 
$
3,013,036


 
 
Real Estate
Residential
 
Installment
 
Home Equity
 
Other
 
Total
Performing
 
$
425,058

 
$
52,195

 
$
421,203

 
$
37,962

 
$
936,418

Nonperforming
 
8,606

 
579

 
4,875

 
0

 
14,060

Total
 
$
433,664

 
$
52,774

 
$
426,078

 
$
37,962

 
$
950,478



Delinquency. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment.


68 First Financial Bancorp 2014 Annual Report


Loan delinquency, including nonaccrual loans, was as follows:
 
 
As of December 31, 2014
(Dollars in thousands)
 
30 – 59
days
past due
 
60 – 89
days
past due
 
> 90 days
past due
 
Total
past
due
 
Current
 
Subtotal
 
Purchased impaired
 
Total
 
> 90 days
past due
and still
accruing
Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
1,002

 
$
3,647

 
$
2,110

 
$
6,759

 
$
1,290,975

 
$
1,297,734

 
$
17,380

 
$
1,315,114

 
$
0

Real estate - construction
 
276

 
0

 
223

 
499

 
195,773

 
196,272

 
1,299

 
197,571

 
0

Real estate - commercial
 
8,356

 
838

 
13,952

 
23,146

 
1,944,207

 
1,967,353

 
173,314

 
2,140,667

 
0

Real estate - residential
 
1,198

 
344

 
4,224

 
5,766

 
426,908

 
432,674

 
69,220

 
501,894

 
0

Installment
 
133

 
17

 
272

 
422

 
44,235

 
44,657

 
2,663

 
47,320

 
0

Home equity
 
697

 
466

 
4,079

 
5,242

 
452,357

 
457,599

 
1,028

 
458,627

 
0

Other
 
1,133

 
128

 
216

 
1,477

 
114,565

 
116,042

 
0

 
116,042

 
216

Total
 
$
12,795

 
$
5,440

 
$
25,076

 
$
43,311

 
$
4,469,020

 
$
4,512,331

 
$
264,904

 
$
4,777,235

 
$
216


 
 
As of December 31, 2013
(Dollars in thousands)
 
30 - 59
days
past due
 
60 - 89
days
past due
 
> 90 days
past due
 
Total
past
due
 
Current
 
Subtotal
 
Purchased impaired
 
Total
 
> 90 days
past due and still accruing
Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
2,076

 
$
496

 
$
7,619

 
$
10,191

 
$
1,024,995

 
$
1,035,186

 
$
42,798

 
$
1,077,984

 
$
0

Real estate - construction
 
0

 
0

 
223

 
223

 
80,518

 
80,741

 
8,556

 
89,297

 
0

Real estate - commercial
 
7,984

 
4,269

 
13,995

 
26,248

 
1,464,571

 
1,490,819

 
274,801

 
1,765,620

 
0

Real estate - residential
 
2,030

 
685

 
5,526

 
8,241

 
344,690

 
352,931

 
80,733

 
433,664

 
0

Installment
 
213

 
40

 
384

 
637

 
46,914

 
47,551

 
5,223

 
52,774

 
0

Home equity
 
1,224

 
328

 
3,375

 
4,927

 
420,176

 
425,103

 
975

 
426,078

 
0

Other
 
689

 
148

 
218

 
1,055

 
117,042

 
118,097

 
0

 
118,097

 
218

Total
 
$
14,216

 
$
5,966

 
$
31,340

 
$
51,522

 
$
3,498,906

 
$
3,550,428

 
$
413,086

 
$
3,963,514

 
$
218


Nonaccrual. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are classified as nonaccrual due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as, insufficient collateral value. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is classified as nonaccrual. Any payments received while a loan is on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be returned to accrual status if collection of future principal and interest payments is no longer doubtful.

Purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or prospective yield adjustments.

Troubled debt restructurings. A loan modification is considered a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. The most common types of modifications include interest rate reductions, maturity extensions and modifications to principal amortization including interest only structures. Modified terms are dependent upon the financial position and needs of the individual borrower. If the modification agreement is violated, the loan is handled by the Company’s credit administration group for resolution, which may result in foreclosure in the case of real estate.


First Financial Bancorp 2014 Annual Report 69

Notes To Consolidated Financial Statements

TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated sustained performance with the restructured terms of the loan agreement.

First Financial had 262 TDRs totaling $28.2 million at December 31, 2014 , including $15.9 million of loans on accrual status and $12.3 million of loans classified as nonaccrual. First Financial has an insignificant amount of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs as of December 31, 2014 . At December 31, 2014 , the allowance for loan and lease losses included reserves of $3.7 million related to TDRs. For the year ended December 31, 2014 , First Financial charged off $1.0 million for the portion of TDRs determined to be uncollectible. At December 31, 2014 , approximately $10.5 million of the accruing TDRs have been performing in accordance with the restructured terms for more than one year.

First Financial had 229 TDRs totaling $29.2 million at December 31, 2013 , including $15.4 million of loans on accrual status and $13.8 million of loans classified as nonaccrual. First Financial had an insignificant amount of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs as of December 31, 2013 . At December 31, 2013 , the allowance for loan and lease losses included reserves of $4.4 million related to TDRs. For the year ended December 31, 2013 , First Financial charged off $2.8 million for the portion of TDRs determined to be uncollectible. At December 31, 2013 , approximately $9.0 million of the accruing TDRs had been performing in accordance with the restructured terms for more than one year.

The following table provides information on loan modifications classified as TDRs during the years ended December 31, 2014 and 2013 :
 
Years ended December 31,
 
2014
 
2013
 
Total TDRs
 
Total TDRs
(Dollars in thousands)
Number of loans
 
Pre-modification loan balance
 
Period end balance
 
Number of loans
 
Pre-modification loan balance
 
Period end balance
Commercial
24

 
$
5,282

 
$
4,256

 
15
 
$
8,582

 
$
6,431

Real estate - construction
0

 
0

 
0

 
0
 
0

 
0

Real estate - commercial
16

 
5,235

 
3,937

 
18
 
4,925

 
3,477

Real estate - residential
31

 
1,767

 
1,516

 
38
 
2,612

 
2,317

Installment
8

 
47

 
29

 
18
 
333

 
227

Home equity
36

 
1,977

 
1,036

 
42
 
1,615

 
1,117

Total
115

 
$
14,308

 
$
10,774

 
131
 
$
18,067

 
$
13,569

 
The following table provides information on how TDRs were modified during the years ended December 31, 2014 and 2013 .
 
Years Ended December 31,
(Dollars in thousands)
2014
 
2013
Extended maturities
$
6,961

 
$
8,146

Adjusted interest rates
299
 
520

Combination of rate and maturity changes
991
 
950

Forbearance
373
 
0

Other (1)
2,150
 
3,953

Total
$
10,774

 
$
13,569

(1) Other includes covenant modifications and other concessions or combination of concessions that do not consist of interest rate adjustments, forbearance and maturity extensions.

First Financial considers repayment performance as an indication of the effectiveness of the Company's loan modifications. Borrowers that are ninety days or more past due on any principal or interest payments for a TDR, or who prematurely terminate a restructured loan agreement without paying off the contractual principal balance (for example, in a deed-in-lieu arrangement), are considered to be in payment default of the terms of the TDR agreement.


70 First Financial Bancorp 2014 Annual Report


The following table provides information on TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification:
 
 
Years ended December 31,
 
 
2014
 
2013
(Dollars in thousands)
 
Number
of loans
 
Period end balance
 
Number
of loans
 
Period end balance
Commercial
 
1
 
$
143

 
4
 
$
4,875

Real estate - construction
 
0
 
0
 
0
 
0
Real estate - commercial
 
2
 
182
 
3
 
236
Real estate - residential
 
3
 
29
 
3
 
112
Installment
 
0
 
0
 
4
 
24
Home equity
 
3
 
91
 
8
 
198
Total
 
9
 
$
445

 
22
 
$
5,445


Impaired loans. Loans classified as nonaccrual, excluding purchased impaired loans and loans modified as TDRs, are considered impaired. First Financial had purchased impaired loans of $264.9 million , $413.1 million and $687.3 million as of December 31, 2014, 2013 and 2012, respectively. The following table provides information on impaired loans, excluding purchased impaired loans, as of December 31:

(Dollars in thousands)
 
2014
 
2013
 
2012
Impaired loans
 
 
 
 
 
 
Nonaccrual loans (1)
 
 
 
 
 
 
Commercial
 
$
6,627

 
$
8,474

 
$
20,391

Real estate-construction
 
223

 
223

 
2,102

Real estate-commercial
 
27,969

 
18,635

 
37,963

Real estate-residential
 
7,241

 
8,606

 
7,869

Installment
 
451

 
579

 
452

Home equity
 
5,958

 
4,875

 
7,479

Other
 
0

 
0

 
507

Total nonaccrual loans
 
48,469

 
41,392

 
76,763

Accruing troubled debt restructurings
 
15,928

 
15,429

 
10,856

Total impaired loans
 
$
64,397

 
$
56,821

 
$
87,619

 
 
 
 
 
 
 
Interest income effect
 
 
 
 
 
 
Gross amount of interest that would have been recorded under original terms
 
$
3,581

 
$
4,698

 
$
5,515

Interest included in income
 
 
 
 
 
 
Nonaccrual loans
 
537

 
560

 
872

Troubled debt restructurings
 
456

 
444

 
338

Total interest included in income
 
993

 
1,004

 
1,210

Net impact on interest income
 
$
2,588

 
$
3,694

 
$
4,305

 
 
 
 
 
 
 
Commitments outstanding to borrowers with nonaccrual loans
 
$
0

 
$
38

 
$
3,489

(1) Nonaccrual loans include nonaccrual TDRs of $12.3 million , $13.8 million and $14.1 million as of December 31, 2014, 2013 and 2012, respectively.

First Financial individually reviews all impaired commercial loan relationships greater than $250,000 , as well as consumer loan TDRs greater than $100,000 , to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources, payment record, support from guarantors and the realizable value of any collateral. Specific allowances

First Financial Bancorp 2014 Annual Report 71

Notes To Consolidated Financial Statements

are based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.

First Financial's investment in impaired loans is as follows:

 
 
As of December 31, 2014
(Dollars in thousands)
 
Current balance
 
Contractual
principal
balance
 
Related
allowance
 
Average
balance
 
Interest
income
recognized
Loans with no related allowance recorded
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
7,611

 
$
9,284

 
$
0

 
$
7,146

 
$
146

Real estate - construction
 
223

 
443

 
0

 
223

 
0

Real estate - commercial
 
19,285

 
23,631

 
0

 
15,653

 
285

Real estate - residential
 
9,561

 
10,867

 
0

 
9,485

 
182

Installment
 
514

 
577

 
0

 
513

 
8

Home equity
 
6,246

 
9,041

 
0

 
5,658

 
85

Other
 
0

 
0

 
0

 
0

 
0

Total
 
43,440

 
53,843

 
0

 
38,678

 
706

 
 
 
 
 
 
 
 
 
 
 
Loans with an allowance recorded
 
 
 
 
 
 
 
 
 
 
Commercial
 
2,398

 
2,605

 
739

 
4,234

 
57

Real estate - construction
 
0

 
0

 
0

 
0

 
0

Real estate - commercial
 
16,439

 
17,662

 
4,002

 
11,471

 
187

Real estate - residential
 
2,019

 
2,080

 
310

 
2,088

 
40

Installment
 
0

 
0

 
0

 
0

 
0

Home equity
 
101

 
101

 
2

 
101

 
3

Other
 
0

 
0

 
0

 
0

 
0

Total
 
20,957

 
22,448

 
5,053

 
17,894

 
287

 
 
 
 
 
 
 
 
 
 
 
Total
 
 

 
 

 
 

 
 

 
 

Commercial
 
10,009

 
11,889

 
739

 
11,380

 
203

Real estate - construction
 
223

 
443

 
0

 
223

 
0

Real estate - commercial
 
35,724

 
41,293

 
4,002

 
27,124

 
472

Real estate - residential
 
11,580

 
12,947

 
310

 
11,573

 
222

Installment
 
514

 
577

 
0

 
513

 
8

Home equity
 
6,347

 
9,142

 
2

 
5,759

 
88

Other
 
0

 
0

 
0

 
0

 
0

Total
 
$
64,397

 
$
76,291

 
$
5,053

 
$
56,572

 
$
993



72 First Financial Bancorp 2014 Annual Report


 
 
As of December 31, 2013
(Dollars in thousands)
 
Current
balance
 
Contractual
principal
balance
 
Related
allowance
 
Average
balance
 
Interest
income
recognized
Loans with no related allowance recorded
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
6,087

 
$
8,214

 
$
0

 
$
12,544

 
$
176

Real estate - construction
 
223

 
443

 
0

 
599

 
0

Real estate - commercial
 
13,704

 
19,079

 
0

 
18,349

 
384

Real estate - residential
 
10,291

 
12,087

 
0

 
10,225

 
152

Installment
 
647

 
668

 
0

 
465

 
6

Home equity
 
5,101

 
7,007

 
0

 
5,756

 
59

Other
 
0

 
0

 
0

 
156

 
0

Total
 
36,053

 
47,498

 
0

 
48,094

 
777

 
 
 
 
 
 
 
 
 
 
 
Loans with an allowance recorded
 
 

 
 
 
 
 
 
 
 
Commercial
 
7,013

 
8,353

 
2,080

 
5,047

 
71

Real estate - construction
 
0

 
0

 
0

 
726

 
7

Real estate - commercial
 
11,638

 
14,424

 
2,872

 
21,098

 
110

Real estate - residential
 
2,016

 
2,072

 
348

 
1,997

 
37

Installment
 
0

 
0

 
0

 
0

 
0

Home equity
 
101

 
101

 
2

 
101

 
2

Other
 
0

 
0

 
0

 
167

 
0

Total
 
20,768

 
24,950

 
5,302

 
29,136

 
227

 
 
 
 
 
 
 
 
 
 
 
Total
 
 

 
 

 
 

 
 

 
 

Commercial
 
13,100

 
16,567

 
2,080

 
17,591

 
247

Real estate - construction
 
223

 
443

 
0

 
1,325

 
7

Real estate - commercial
 
25,342

 
33,503

 
2,872

 
39,447

 
494

Real estate - residential
 
12,307

 
14,159

 
348

 
12,222

 
189

Installment
 
647

 
668

 
0

 
465

 
6

Home equity
 
5,202

 
7,108

 
2

 
5,857

 
61

Other
 
0

 
0

 
0

 
323

 
0

Total
 
$
56,821

 
$
72,448

 
$
5,302

 
$
77,230

 
$
1,004



First Financial Bancorp 2014 Annual Report 73

Notes To Consolidated Financial Statements

 
 
As of December 31, 2012
(Dollars in thousands)
 
Current
balance
 
Contractual
principal
balance
 
Related
allowance
 
Average
balance
 
Interest
income
recognized
Loans with no related allowance recorded
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
19,459

 
$
21,929

 
$
0

 
$
13,863

 
$
277

Real estate - construction
 
462

 
672

 
0

 
3,857

 
15

Real estate - commercial
 
18,768

 
24,794

 
0

 
17,707

 
295

Real estate - residential
 
9,222

 
10,817

 
0

 
8,463

 
81

Installment
 
452

 
556

 
0

 
452

 
2

Home equity
 
7,478

 
9,392

 
0

 
4,429

 
24

Other
 
337

 
337

 
0

 
78

 
0

Total
 
56,178

 
68,497

 
0

 
48,849

 
694

 
 
 
 
 
 
 
 
 
 
 
Loans with an allowance recorded
 
 

 
 
 
 
 
 
 
 
Commercial
 
3,560

 
4,252

 
1,151

 
5,350

 
161

Real estate - construction
 
1,640

 
2,168

 
838

 
5,033

 
81

Real estate - commercial
 
24,014

 
25,684

 
7,155

 
25,499

 
235

Real estate - residential
 
1,956

 
2,003

 
290

 
2,278

 
38

Installment
 
0

 
0

 
0

 
0

 
0

Home equity
 
101

 
101

 
2

 
81

 
1

Other
 
170

 
170

 
92

 
34

 
0

Total
 
31,441

 
34,378

 
9,528

 
38,275

 
516

 
 
 
 
 
 
 
 
 
 
 
Total
 
 

 
 

 
 

 
 

 
 

Commercial
 
23,019

 
26,181

 
1,151

 
19,213

 
438

Real estate - construction
 
2,102

 
2,840

 
838

 
8,890

 
96

Real estate - commercial
 
42,782

 
50,478

 
7,155

 
43,206

 
530

Real estate - residential
 
11,178

 
12,820

 
290

 
10,741

 
119

Installment
 
452

 
556

 
0

 
452

 
2

Home equity
 
7,579

 
9,493

 
2

 
4,510

 
25

Other
 
507

 
507

 
92

 
112

 
0

Total
 
$
87,619

 
$
102,875

 
$
9,528

 
$
87,124

 
$
1,210



74 First Financial Bancorp 2014 Annual Report



OREO. OREO is comprised of properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem loans.

Changes in OREO were as follows:
 
 
Years ended December 31,
(Dollars in thousands)
 
2014 (1)
 
2013 (1)
 
2012 (1)
Balance at beginning of year
 
$
46,926

 
$
41,388

 
$
56,135

Additions
 
 
 
 
 
 
Commercial
 
8,208

 
35,966

 
23,500

Residential
 
2,329

 
1,734

 
6,456

Total additions
 
10,537

 
37,700

 
29,956

Disposals
 
 

 
 

 
 
Commercial
 
28,933

 
25,214

 
30,616

Residential
 
1,637

 
2,105

 
4,741

Total disposals
 
30,570

 
27,319

 
35,357

Valuation adjustments
 
 

 
 

 
 
Commercial
 
3,765

 
4,184

 
8,162

Residential
 
454

 
659

 
1,184

Total valuation adjustments
 
4,219

 
4,843

 
9,346

Balance at end of year
 
$
22,674

 
$
46,926

 
$
41,388


(1) Includes OREO subject to loss sharing agreements of $0.3 million , $27.1 million and $28.9 million at December 31, 2014 , 2013 and 2012, respectively.


FDIC indemnification asset. Changes in the balance of the FDIC indemnification asset and the related impact to the Consolidated Statements of Income are presented in the table that follows:
(Dollars in thousands)
Years ended December 31,
 
 
 
2014
 
2013
 
2012
 
Affected Line Item in the Consolidated Statements of Income
Balance at beginning of year
$
45,091

 
$
119,607

 
$
173,009

 
 
Adjustments not reflected in income
 
 
 
 
 
 
 
Net FDIC claims (received) / paid
(6,785
)
 
(22,103
)
 
(60,169
)
 
 
Adjustments reflected in income
 
 
 
 
 
 
 
Amortization
(5,531
)
 
(7,672
)
 
(7,332
)
 
Interest income, other earning assets
FDIC loss sharing income
365

 
3,720

 
35,346

 
Noninterest income, FDIC loss sharing income
Offset to accelerated discount
(10,474
)
 
(26,044
)
 
(21,247
)
 
Noninterest income, accelerated discount on covered loans
Impairment valuation adjustment
0

 
(22,417
)
 
0

 
Noninterest expenses, FDIC indemnification impairment
Balance at end of year
$
22,666

 
$
45,091

 
$
119,607

 
 

The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets as well as on-going assessment of the collectibility of the indemnification assets. The primary activities impacting the FDIC indemnification asset are FDIC claims, amortization, FDIC loss sharing income and accelerated discount.

FDIC claims - First Financial files quarterly certifications with the FDIC and submits claims for losses, valuation adjustments and collection expenses incurred, less recoveries of any previous amounts claimed that are reimbursable back to the FDIC, as allowed under the loss sharing agreements. Cash reimbursements are generally received within 30 days of filing and are recorded as a credit to the indemnification asset balance, thus reducing its carrying value.


First Financial Bancorp 2014 Annual Report 75

Notes To Consolidated Financial Statements

Amortization - As the yield on covered loans increased over time as a result of improvement in the expected cash flows on covered loans, the yield on the indemnification asset declined. The yield on the indemnification asset became negative in the first quarter of 2011 at which time the indemnification asset began to decline through monthly amortization at the negative yield.

FDIC loss sharing income - FDIC loss sharing income represents the proportionate share of credit costs on covered assets that First Financial expects to receive from the FDIC. Credit costs on covered assets include provision expense on covered loans, losses on covered OREO and other covered collection and asset resolution costs recorded as loss sharing expense under noninterest expenses in the Consolidated Statements of Income.

Offset to accelerated discount - Accelerated discounts on covered loans occur when covered loans prepay and represent the accelerated recognition of the remaining discount that would have been recognized over the life of the loan had the loan not prepaid. In conjunction with the recognition of accelerated discount, First Financial also recognizes a related offset through noninterest income and reduction to the indemnification asset for a portion of the discount representing expected credit loss included in the discount recorded at acquisition.

First Financial’s periodic collectibility assessment included evaluation of these primary sources of indemnification asset recovery, the resulting projected balances and collectibility / recovery of the indemnification asset upon expiration of the non-single family loss protection in the third quarter of 2014 and expiration of the SFR loss protection in the third quarter 2019.

As a result of improvement in future expected cash flows on covered loans, a meaningful decline in loss claims filed with the FDIC, higher reimbursements to the FDIC related to positive asset resolutions in recent periods and the significantly shorter remaining life of the indemnification asset in comparison to the weighted average life of the related covered loans, which extended covered assets and related losses beyond the commercial indemnification period, the Company recorded a valuation adjustment to reduce the value of the FDIC indemnification asset of $22.4 million during 2013.

6. Allowance for Loan and Lease Losses


Loans and leases. For each reporting period, management maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change. For further discussion of First Financial's allowance methodology, see Note 1 - Summary of Significant Accounting Policies.

The allowance is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral.

During 2014, First Financial completed the mergers of The First Bexley Bank (First Bexley), Insight Bank (Insight) and Guernsey Bancorp, Inc (Guernsey). Loans acquired in connection with those mergers were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan and lease loss (ALLL). See Note 20 – Business Combinations for further detail.

Covered/formerly covered loans. The majority of covered/formerly covered loans are purchased impaired loans, whereby First Financial is required to periodically re-estimate the expected cash flows on the loans. For further detail regarding accounting for purchased impaired loans and the related allowance, see Note 1 - Summary of Significant Accounting Policies.

First Financial updated the valuations related to covered/formerly covered loans periodically during 2014 and, as a result of improved cash flow expectations from the updated valuations, recognized negative provision expense, or impairment recapture, of $1.8 million and realized net charge-offs of $7.0 million , resulting in an ending allowance of $10.0 million as of December 31, 2014 . During 2013, the Company recognized total provision expense of $0.2 million and realized net charge-offs of $26.5 million , resulting in an ending allowance of $18.9 million .  During 2012, the Company recognized total provision expense of $30.9 million and realized net charge-offs of $28.5 million , resulting in an ending allowance of $45.2 million .


76 First Financial Bancorp 2014 Annual Report


First Financial also recognized loss sharing expenses of $3.6 million for 2014, $5.9 million for 2013 and $13.2 million for 2012 primarily related to attorney fees, delinquent taxes, appraisals and losses on covered OREO during the period.  The receivable due from the FDIC under loss sharing agreements related to covered provision expense, losses on covered OREO and loss sharing expenses of $0.4 million for 2014, $3.7 million for 2013, and $35.3 million for 2012, was recognized as FDIC loss sharing income and a corresponding increase to the FDIC indemnification asset.

Changes in the allowance for loan and lease losses for the three years ended December 31 were as follows:
(Dollars in thousands)
 
2014
 
2013
 
2012
Changes in the allowance for loan and lease losses on loans, excluding covered/formerly covered
 
 
Balance at beginning of year
 
$
43,829

 
$
47,777

 
$
52,576

Provision for loan and lease losses
 
3,369

 
8,714

 
19,117

Loans charged-off
 
(7,877
)
 
(17,283
)
 
(25,312
)
Recoveries
 
3,499

 
4,621

 
1,396

Balance at end of year
 
$
42,820

 
$
43,829

 
$
47,777

 
 
 
 
 
 
 
Changes in the allowance for loan and lease losses on covered/formerly covered loans
 
 
 
 
Balance at beginning of year
 
$
18,901

 
$
45,190

 
$
42,835

Provision for loan and lease losses
 
(1,841
)
 
195

 
30,903

Loans charged-off
 
(18,096
)
 
(39,224
)
 
(33,907
)
Recoveries
 
11,074

 
12,740

 
5,359

Balance at end of year
 
$
10,038

 
$
18,901

 
$
45,190

 
 
 
 
 
 
 
Changes in the allowance for loan and lease losses on total loans
 
 
 
 
 
Balance at beginning of year
 
$
62,730

 
$
92,967

 
$
95,411

Provision for loan and lease losses
 
1,528

 
8,909

 
50,020

Loans charged-off
 
(25,973
)
 
(56,507
)
 
(59,219
)
Recoveries
 
14,573

 
17,361

 
6,755

Balance at end of year
 
$
52,858

 
$
62,730

 
$
92,967



First Financial Bancorp 2014 Annual Report 77

Notes To Consolidated Financial Statements

Changes in the allowance for loan and lease losses by loan category as of December 31 were as follows:
   
 
2014
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
Comm
 
Constr
 
Comm
 
Resid
 
Install
 
Home equity
 
Other
 
Total
 
Covered/formerly covered
 
Grand Total
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
 
$
10,568

 
$
824

 
$
20,478

 
$
3,379

 
$
365

 
$
5,209

 
$
3,006

 
$
43,829

 
$
18,901

 
$
62,730

Provision for loan and lease losses
 
871

 
221

 
1,325

 
181

 
23

 
565

 
183

 
3,369

 
(1,841
)
 
1,528

Gross charge-offs
 
1,440

 
0

 
2,329

 
922

 
283

 
1,745

 
1,158

 
7,877

 
18,096

 
25,973

Recoveries
 
1,260

 
0

 
1,194

 
190

 
218

 
231

 
406

 
3,499

 
11,074

 
14,573

Total net charge-offs
 
180

 
0

 
1,135

 
732

 
65

 
1,514

 
752

 
4,378

 
7,022

 
11,400

Ending allowance for loan and lease losses
 
$
11,259

 
$
1,045

 
$
20,668

 
$
2,828

 
$
323

 
$
4,260

 
$
2,437

 
$
42,820

 
$
10,038

 
$
52,858

Ending allowance on loans individually evaluated for impairment
 
$
739

 
$
0

 
$
4,002

 
$
310

 
$
0

 
$
2

 
$
0

 
$
5,053

 
$
0

 
$
5,053

Ending allowance on loans collectively evaluated for impairment
 
10,520

 
1,045

 
16,666

 
2,518

 
323

 
4,258

 
2,437

 
37,767

 
10,038

 
47,805

Ending allowance for loan and lease losses
 
$
11,259

 
$
1,045

 
$
20,668

 
$
2,828

 
$
323

 
$
4,260

 
$
2,437

 
$
42,820

 
$
10,038

 
$
52,858

Loans and Leases
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
Ending balance of loans individually evaluated for impairment
 
$
6,122

 
$
0

 
$
25,938

 
$
2,963

 
$
0

 
$
609

 
$
0

 
$
35,632

 
$
0

 
$
35,632

Ending balance of loans collectively evaluated for impairment
 
1,291,190

 
196,272

 
1,948,757

 
429,712

 
44,269

 
415,420

 
113,969

 
4,439,589

 
302,014

 
4,741,603

Total loans
 
$
1,297,312

 
$
196,272

 
$
1,974,695

 
$
432,675

 
$
44,269

 
$
416,029

 
$
113,969

 
$
4,475,221

 
$
302,014

 
$
4,777,235


 
 
2013
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
Comm
 
Constr
 
Comm
 
Resid
 
Install
 
Home equity
 
Other
 
Total
 
Covered/formerly covered
 
Grand Total
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
 
$
7,926

 
$
3,268

 
$
24,151

 
$
3,599

 
$
522

 
$
5,173

 
$
3,138

 
$
47,777

 
$
45,190

 
$
92,967

Provision for loan and lease losses
 
5,385

 
(3,115
)
 
2,659

 
593

 
(132
)
 
1,937

 
1,387

 
8,714

 
195

 
8,909

Gross charge-offs
 
3,415

 
1

 
8,326

 
1,016

 
335

 
2,409

 
1,781

 
17,283

 
39,224

 
56,507

Recoveries
 
672

 
672

 
1,994

 
203

 
310

 
508

 
262

 
4,621

 
12,740

 
17,361

Total net charge-offs
 
2,743

 
(671
)
 
6,332

 
813

 
25

 
1,901

 
1,519

 
12,662

 
26,484

 
39,146

Ending allowance for loan and lease losses
 
$
10,568

 
$
824

 
$
20,478

 
$
3,379

 
$
365

 
$
5,209

 
$
3,006

 
$
43,829

 
$
18,901

 
$
62,730

Ending allowance on loans individually evaluated for impairment
 
$
2,080

 
$
0

 
$
2,872

 
$
348

 
$
0

 
$
2

 
$
0

 
$
5,302

 
$
0

 
$
5,302

Ending allowance on loans collectively evaluated for impairment
 
8,488

 
824

 
17,606

 
3,031

 
365

 
5,207

 
3,006

 
38,527

 
18,901

 
57,428

Ending allowance for loan and lease losses
 
$
10,568

 
$
824

 
$
20,478

 
$
3,379

 
$
365

 
$
5,209

 
$
3,006

 
$
43,829

 
$
18,901

 
$
62,730

Loans and Leases
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
Ending balance of loans individually evaluated for impairment
 
$
10,391

 
$
0

 
$
18,023

 
$
3,493

 
$
122

 
$
648

 
$
0

 
$
32,677

 
$
0

 
$
32,677

Ending balance of loans collectively evaluated for impairment
 
1,025,277

 
80,741

 
1,478,964

 
349,438

 
47,011

 
375,806

 
115,727

 
3,472,964

 
457,873

 
3,930,837

Total loans
 
$
1,035,668

 
$
80,741

 
$
1,496,987

 
$
352,931

 
$
47,133

 
$
376,454

 
$
115,727

 
$
3,505,641

 
$
457,873

 
$
3,963,514



78 First Financial Bancorp 2014 Annual Report


 
 
2012
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
Comm
 
Constr
 
Comm
 
Resid
 
Install
 
Home equity
 
Other
 
Total
 
Covered/formerly covered
 
Grand Total
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
 
$
10,289

 
$
4,424

 
$
18,228

 
$
4,994

 
$
1,659

 
$
10,751

 
$
2,231

 
$
52,576

 
$
42,835

 
$
95,411

Provision for loan and lease losses
 
1,556

 
1,528

 
16,670

 
346

 
(883
)
 
(2,032
)
 
1,932

 
19,117

 
30,903

 
50,020

Gross charge-offs
 
4,312

 
2,684

 
11,012

 
1,814

 
577

 
3,661

 
1,252

 
25,312

 
33,907

 
59,219

Recoveries
 
393

 
0

 
265

 
73

 
323

 
115

 
227

 
1,396

 
5,359

 
6,755

Total net charge-offs
 
3,919

 
2,684

 
10,747

 
1,741

 
254

 
3,546

 
1,025

 
23,916

 
28,548

 
52,464

Ending allowance for loan and lease losses
 
$
7,926

 
$
3,268

 
$
24,151

 
$
3,599

 
$
522

 
$
5,173

 
$
3,138

 
$
47,777

 
$
45,190

 
$
92,967

Ending allowance on loans individually evaluated for impairment
 
$
1,151

 
$
838

 
$
7,155

 
$
290

 
$
0

 
$
2

 
$
92

 
$
9,528

 
$
0

 
$
9,528

Ending allowance on loans collectively evaluated for impairment
 
6,775

 
2,430

 
16,996

 
3,309

 
522

 
5,171

 
3,046

 
38,249

 
45,190

 
83,439

Ending allowance for loan and lease losses
 
$
7,926

 
$
3,268

 
$
24,151

 
$
3,599

 
$
522

 
$
5,173

 
$
3,138

 
$
47,777

 
$
45,190

 
$
92,967

Loans and Leases
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
Ending balance of loans individually evaluated for impairment
 
$
16,661

 
$
2,076

 
$
35,422

 
$
2,604

 
$
0

 
$
101

 
$
496

 
$
57,360

 
$
0

 
$
57,360

Ending balance of loans collectively evaluated for impairment
 
844,372

 
71,441

 
1,381,586

 
315,606

 
56,810

 
367,399

 
84,490

 
3,121,704

 
748,116

 
3,869,820

Total loans, excluding covered loans
 
$
861,033

 
$
73,517

 
$
1,417,008

 
$
318,210

 
$
56,810

 
$
367,500

 
$
84,986

 
$
3,179,064

 
$
748,116

 
$
3,927,180


7. Premises and Equipment


Premises and equipment at December 31 were as follows:
(Dollars in thousands)
2014
 
2013
Land and land improvements
$
42,238

 
$
40,802

Buildings
109,806

 
108,231

Furniture and fixtures
57,536

 
59,563

Leasehold improvements
17,948

 
19,070

Construction in progress
6,113

 
184

 
233,641

 
227,850

 
 
 
 
Less: Accumulated depreciation and amortization
92,260

 
90,740

   Total
$
141,381

 
$
137,110


Rental expense recorded under operating leases in 2014, 2013 and 2012 was  $7.6 million , $8.3 million and $7.5 million , respectively.
 
First Financial's future minimum lease payments for operating leases are as follows: 
(Dollars in thousands)  
 
2015
$
6,637

2016
5,962

2017
4,855

2018
3,901

2019
3,745

Thereafter
13,900

Total
$
39,000



First Financial Bancorp 2014 Annual Report 79

Notes To Consolidated Financial Statements

8. Goodwill and Other Intangible Assets


Goodwill. Assets and liabilities acquired in a business combination are recorded at their estimated fair values as of the acquisition date. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. During the third quarter of 2014, First Financial recorded additions to goodwill related to the acquisitions of First Bexley, Insight and Guernsey. For further detail, see Note 20 – Business Combinations.

Changes in the carrying amount of goodwill for the year ended December 31, 2014 are shown below.

(Dollars in thousands)
 
Balance at January 1, 2014
$
95,050

Goodwill resulting from business combinations
42,689

Balance at December 31, 2014
$
137,739


Goodwill is not amortized, but is measured for impairment on an annual basis as of October 1 of each year, or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value.  First Financial performed its annual impairment test of goodwill as of October 1, 2014 and no impairment was indicated.  As of December 31, 2014, no events or changes in circumstances indicated that the fair value of a reporting unit was below its carrying value.

Other intangible assets. Other intangible assets primarily consist of core deposit intangibles.  Core deposit intangibles represent the estimated fair value of acquired customer deposit relationships. Core deposit intangibles are recorded at their estimated fair value at the date of acquisition and are then amortized on an accelerated basis over their estimated useful lives. Core deposit intangibles were $7.7 million and $5.9 million as of December 31, 2014 and December 31, 2013 , respectively. First Financial recorded additions to core deposit intangibles of $3.5 million related to the third quarter 2014 acquisitions. First Financial's core deposit intangibles have an estimated weighted average remaining life of 6.6 years as of December 31, 2014 . Amortization expense recognized on intangible assets for 2014, 2013 and 2012 was $1.7 million , $1.5 million and $2.6 million , respectively.

9. Borrowings


Short-term borrowings on the Consolidated Balance Sheets include repurchase agreements utilized for corporate sweep accounts with cash management account agreements in place, overnight advances from the Federal Loan Home Bank (FHLB) and a short-term line of credit. All repurchase agreements are subject to terms and conditions of repurchase/security agreements between First Financial Bank and the client. To secure the Bank's liability to the client, First Financial Bank is authorized to sell or repurchase U.S. Treasury, government agency and mortgage-backed securities.

During the second quarter of 2014, First Financial entered into a short-term credit facility with an unaffiliated bank for $15.0 million that matures on June 1, 2015. This facility can have a variable or fixed interest rate and provides First Financial additional liquidity, if needed, for various corporate activities, including the repurchase of First Financial shares and the payment of dividends to shareholders. As of December 31, 2014 , there was no outstanding balance. The credit agreement requires First Financial to comply with certain covenants including those related to asset quality and capital levels. First Financial was in compliance with all covenants associated with this line of credit as of December 31, 2014 .


80 First Financial Bancorp 2014 Annual Report


The following is a summary of short-term borrowings for the last three years:
 
 
2014
 
2013
 
2012
(Dollars in thousands)
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
At December 31,
 
 
 
 
 
 
 
 
 
 
 
Federal funds purchased and securities sold under agreements to repurchase
$
103,192

 
0.05
%
 
$
94,749

 
0.05
%
 
$
122,570

 
0.13
%
Federal Home Loan Bank borrowings
558,200

 
0.18
%
 
654,000

 
0.17
%
 
502,000

 
0.17
%
Total
$
661,392

 
0.16
%
 
$
748,749

 
0.16
%
 
$
624,570

 
0.16
%
 
 
 
 
 
 
 
 
 
 
 
 
Average for the year
 
 
 
 
 
 
 
 
 
 
 
Federal funds purchased and securities sold under agreements to repurchase
$
119,795

 
0.05
%
 
$
115,486

 
0.08
%
 
$
86,980

 
0.08
%
Federal Home Loan Bank borrowings
627,181

 
0.19
%
 
472,062

 
0.23
%
 
111,295

 
0.17
%
Total
$
746,976

 
0.17
%
 
$
587,548

 
0.20
%
 
$
198,275

 
0.13
%
 
 
 
 
 
 
 
 
 
 
 
 
Maximum month-end balances
 
 
 
 
 
 
 
 
 
 
 
Federal funds purchased and securities sold under agreements to repurchase
$
132,332

 
 
 
$
158,911

 
 
 
$
170,751

 
 
Federal Home Loan Bank borrowings
820,500

 
 
 
654,000

 
 
 
502,000

 
 

Long-term debt primarily consists of FHLB long-term advances and repurchase agreements utilizing investment securities pledged as collateral. These instruments are primarily utilized to reduce overnight liquidity risk and to mitigate interest rate sensitivity on the Consolidated Balance Sheets. First Financial has $25.0 million in repurchase agreements which have remaining maturities of less than 1 year and a weighted average rate of 3.54% . Securities pledged as collateral in conjunction with the repurchase agreements are included within Investment securities on the Consolidated Balance Sheets.
 
FHLB advances, both short-term and long-term, must be collateralized with qualifying assets, typically certain commercial and residential real estate loans, as well as certain government and agency securities. For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB, and at December 31, 2014 , had collateral pledged with a book value of $3.2 billion .

The following is a summary of First Financial's long-term debt:
 
2014
 
2013
(Dollars in thousands)  
Amount
 
Average Rate
 
Amount
 
Average Rate
Federal Home Loan Bank
$
22,466

 
2.52
%
 
$
7,505

 
3.72
%
National Market Repurchase Agreement
25,000

 
3.54
%
 
52,500

 
3.49
%
Capital loan with municipality
775

 
0.00
%
 
775

 
0.00
%
Total long-term debt
$
48,241

 
3.01
%
 
$
60,780

 
3.48
%
 
As of December 31, 2014 , First Financial's long-term debt matures as follows:
 (Dollars in thousands)  
FHLB
 
Repurchase
Agreement
2015
$
6,403

 
$
25,000

2016
10,338

 
0

2017
55

 
0

2018
3,117

 
0

2019
969

 
0

Thereafter
1,584

 
0

Total
$
22,466

 
$
25,000



First Financial Bancorp 2014 Annual Report 81

Notes To Consolidated Financial Statements

10. Derivatives


First Financial uses certain derivative instruments, including interest rate caps, floors and swaps, to meet the needs of its clients while managing the interest rate risk associated with certain transactions.  First Financial does not use derivatives for speculative purposes. For discussion of First Financial's accounting for derivative instruments, see Note 1 - Summary of Significant Accounting Policies.

First Financial primarily utilizes interest rate swaps as a means to offer borrowers credit-based products that meet their needs and may from time to time utilize interest rate swaps to manage the interest rate risk profile of the Company.

Interest rate swap agreements establish the basis on which interest rate payments are exchanged with counterparties, referred to as the notional amount. As only interest rate payments are exchanged, the cash requirements and credit risk associated with interest rate swaps are significantly less than the notional amount and the Company’s credit risk exposure is limited to the market value of the instruments. First Financial manages this market value credit risk through counterparty credit policies. These policies require the Company to maintain a total derivative notional position of less than 35% of assets, total credit exposure of less than 3% of capital and no single counterparty credit risk exposure greater than $20.0 million . The Company is currently well below all single counterparty and portfolio limits. At December 31, 2014 , the Company had a total counterparty notional amount outstanding of approximately $566.2 million , spread among nine counterparties, with an outstanding liability from these contracts of $12.4 million . At December 31, 2013 , First Financial had a total counterparty notional amount outstanding of $561.6 million , spread among nine counterparties, with an outstanding liability from these contracts of $9.3 million .

First Financial’s exposure to credit loss, in the event of nonperformance by a borrower, is limited to the market value of the derivative instrument associated with that borrower. First Financial monitors its derivative credit exposure to borrowers by monitoring the creditworthiness of the related loan customers through the normal credit review processes the Company performs on all borrowers. Additionally, the Company monitors derivative credit risk exposure related to problem loans through the Company's allowance for loan and lease losses committee. First Financial considers the market value of a derivative instrument to be part of the carrying value of the related loan for these purposes as the borrower is contractually obligated to pay First Financial this amount in the event the derivative contract is terminated.

Fair value hedges. First Financial utilizes interest rate swaps designated as fair value hedges as a means to offer commercial borrowers fixed rate funding while providing the Company with floating rate assets. The following table details the location and amounts recognized in the Consolidated Balance Sheets for fair value hedges:
   
 
 
 
December 31, 2014
 
December 31, 2013
 
 
 
 
 
 
Estimated fair value
 
 
 
Estimated fair value
(Dollars in thousands)
 
Balance
Sheet Location
 
Notional
amount
 
Gain
 
Loss
 
Notional
amount
 
Gain
 
Loss
Fair Value Hedges - Instruments associated with loans
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed interest rate swaps with counterparty
 
Accrued interest and other liabilities
 
$
8,739

 
$
0

 
$
(440
)
 
$
9,836

 
$
0

 
$
(865
)
Matched interest rate swaps with borrower
 
Accrued interest and other assets and other liabilities
 
407,423

 
11,150

 
(249
)
 
451,744

 
11,710

 
(1,767
)
Matched interest rate swaps with counterparty
 
Accrued interest and other liabilities
 
407,423

 
249

 
(11,227
)
 
451,744

 
1,767

 
(11,799
)
Total
 
 
 
$
823,585

 
$
11,399

 
$
(11,916
)
 
$
913,324

 
$
13,477

 
$
(14,431
)

In connection with its use of derivative instruments, First Financial and its counterparties are required to post cash collateral to offset the market position of the derivative instruments under certain conditions. First Financial maintains the right to offset these derivative positions with the collateral posted against them by or with the relevant counterparties. First Financial classifies the derivative cash collateral outstanding with its counterparties as an adjustment to the fair value of the derivative contracts within Accrued interest and other assets or Accrued interest and other liabilities in the Consolidated Balance Sheets.


82 First Financial Bancorp 2014 Annual Report


The following table discloses the gross and net amounts of assets and liabilities recognized in the Consolidated Balance Sheets:
 
December 31, 2014
 
December 31, 2013
(Dollars in thousands)
Gross amounts of recognized liabilities
 
Gross amounts offset in the Consolidated Balance Sheets
 
Net amounts of assets presented in the Consolidated Balance Sheets
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the Consolidated Balance Sheets
 
Net amounts of liabilities presented in the Consolidated Balance Sheets
Fair value hedges
 
 
 
 
 
 
 
 
 
 
 
Pay fixed interest rate swaps with counterparty
$
440

 
$
0

 
$
440

 
$
865

 
$
(663
)
 
$
202

Matched interest rate swaps
11,476

 
(12,260
)
 
(784
)
 
13,566

 
(9,533
)
 
4,033

Total
$
11,916

 
$
(12,260
)
 
$
(344
)
 
$
14,431

 
$
(10,196
)
 
$
4,235


The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received by First Financial at December 31, 2014 :
 
 
 
 
 
 
 
 
Weighted-Average Rate
(Dollars in thousands)
 
Notional
amount
 
Average
maturity
(years)
 
Fair
value
 
Receive
 
Pay
Asset conversion swaps
 
 
 
 
 
 
 
 
 
 
Pay fixed interest rate swaps with counterparty
 
$
8,739

 
2.0
 
$
(440
)
 
2.09
%
 
6.85
%
Receive fixed, matched interest rate swaps with borrower
 
407,423

 
4.1
 
10,901

 
4.66
%
 
2.65
%
Pay fixed, matched interest rate swaps with counterparty
 
407,423

 
4.1
 
(10,978
)
 
2.65
%
 
4.66
%
Total asset conversion swaps
 
$
823,585

 
4.1
 
$
(517
)
 
3.64
%
 
3.69
%


Cash flow hedges. First Financial utilizes interest rate swaps designated as cash flow hedges to hedge against interest rate volatility on indexed floating rate deposits, totaling $150.0 million as of December 31, 2014 and $100.0 million as of December 31, 2013 . These interest rate swaps qualify for hedge accounting and involve the receipt by First Financial of variable-rate interest amounts in exchange for fixed-rate interest payments by First Financial and have a remaining weighted average term of approximately 4.3 years . Accrued interest and other liabilities included $1.7 million at December 31, 2014 and accrued interest and other assets included $0.8 million at December 31, 2013 , respectively, reflecting the fair value of these cash flow hedges.

Credit derivatives. In conjunction with participating interests in commercial loans, First Financial periodically enters into risk participation agreements with other counterparties whereby First Financial assumes a portion of the credit exposure associated with an interest rate swap on the participated loan in exchange for a fee. Under these agreements, First Financial will make payments to the counterparty if the loan customer defaults on its obligation to perform under the interest rate swap contract with the counterparty. The total notional value of these agreements totaled $26.4 million as of December 31, 2014 and $13.3 million as of December 31, 2013 . The fair value of these agreements were recorded on the Consolidated Balance Sheets as liabilities of $0.1 million as of December 31, 2014 and $28 thousand as of December 31, 2013 .

11. Commitments and Contingencies


In the normal course of business, First Financial offers a variety of financial instruments with off-balance-sheet risk to its clients to assist them in meeting their requirement for liquidity and credit enhancement. These financial instruments include standby letters of credit and outstanding commitments to extend credit.  GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.  

First Financial’s exposure to credit loss, in the event of nonperformance by the counterparty to the financial instrument for standby letters of credit and outstanding commitments to extend credit, is represented by the contractual amounts of those instruments.  First Financial uses the same credit policies in issuing commitments and conditional obligations as it does for credit instruments recorded on the Consolidated Balance Sheets.


First Financial Bancorp 2014 Annual Report 83

Notes To Consolidated Financial Statements

Letters of credit. Letters of credit are conditional commitments issued by First Financial to guarantee the performance of a client to a third party.  First Financial’s portfolio of standby letters of credit consists primarily of performance assurances made on behalf of clients who have a contractual commitment to produce or deliver goods or services.  The risk to First Financial arises from its obligation to make payment in the event of the clients’ contractual default to produce the contracted good or service to a third party.  First Financial has issued letters of credit (including standby letters of credit) aggregating $22.8 million and $14.0 million at December 31, 2014 , and December 31, 2013 , respectively. Management conducts regular reviews of these instruments on an individual client basis.

Loan commitments. Loan commitments are agreements to extend credit to a client as long as there is no violation of any condition established in the commitment agreement.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the client.  The collateral held varies, but may include securities, real estate, inventory, plant or equipment.  First Financial had commitments outstanding to extend credit totaling $1.8 billion and $1.4 billion at December 31, 2014 and December 31, 2013 , respectively.

First Financial utilizes the allowance for loan and lease losses methodology to maintain a reserve that it considers sufficient to absorb probable losses inherent in standby letters of credit and outstanding loan commitments. For further detail on the reserve for unfunded commitments methodology, see Note 1 – Summary of Significant Accounting Policies.

Contingencies/Litigation – First Financial and its subsidiaries are engaged in various matters of litigation, assertions of improper or fraudulent loan practices or lending violations and other matters from time to time, and have a number of unresolved claims pending. Additionally, as part of the ordinary course of business, First Financial and its subsidiaries are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral and foreclosure interests, that is incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, First Financial believes that damages, if any, and other amounts relating to pending matters are not probable or cannot be reasonably estimated as of December 31, 2014 . Reserves are established for these various matters of litigation, when appropriate, under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel.

12. Loans to Related Parties


Loans to directors, executive officers, principal holders of First Financial’s common stock and certain related persons were as follows:
 
(Dollars in thousands)
 
2014
 
2013
 
2012
Beginning balance
 
$
8,097

 
$
10,426

 
$
10,599

Additions
 
5,034

 
827

 
1,791

Deductions
 
(6,936
)
 
(3,156
)
 
(1,964
)
Ending balance
 
$
6,195

 
$
8,097

 
$
10,426

Loans 90 days past due
 
$
0

 
$
0

 
$
0


Related parties of First Financial, as defined for inclusion in the table above, were clients of, and had transactions with, subsidiaries of First Financial in the ordinary course of business during the periods noted. Similar transactions with related parties may be expected in future periods. All outstanding loans, commitments, financing leases, transactions in money market instruments and deposit relationships included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-related parties, and did not involve greater than a normal risk of collectibility or present other unfavorable features.

13. Income Taxes


Income tax expense consisted of the following components:
 

84 First Financial Bancorp 2014 Annual Report


(Dollars in thousands)
2014
 
2013
 
2012
Current expense
 
 
 
 
 
Federal
$
49,561

 
$
41,679

 
$
45,571

State
2,872

 
2,883

 
4,956

Total current expense
52,433

 
44,562

 
50,527

Deferred (benefit) expense
 
 
 
 
 
Federal
(19,368
)
 
(21,393
)
 
(12,499
)
State
(3,037
)
 
(3,935
)
 
(1,586
)
Total deferred (benefit) expense
(22,405
)
 
(25,328
)
 
(14,085
)
Income tax expense
$
30,028

 
$
19,234

 
$
36,442


The difference between the federal income tax rates, applied to income before income taxes, and the effective rates were due to the following:

(Dollars in thousands)
2014
 
2013
 
2012
Income taxes computed at federal statutory rate (35%) on income before income taxes
$
33,260

 
$
23,646

 
$
36,311

Tax-exempt income
(1,912
)
 
(1,266
)
 
(626
)
Bank-owned life insurance
(392
)
 
(409
)
 
(680
)
Tax credits
(1,100
)
 
(1,100
)
 
(1,200
)
State income taxes, net of federal tax benefit
(107
)
 
(588
)
 
2,191

Tax settlement of unconsolidated subsidiary
0

 
(1,318
)
 
0

Other
279

 
269

 
446

Income tax expense
$
30,028

 
$
19,234

 
$
36,442



First Financial Bancorp 2014 Annual Report 85

Notes To Consolidated Financial Statements

The major components of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2014 , and 2013 , were as follows:
(Dollars in thousands)
2014
 
2013
Deferred tax assets
 
 
 
Allowance for loan and lease losses
$
19,227

 
$
23,074

Deferred compensation
533

 
564

Postretirement benefits other than pension liability
938

 
86

Accrued stock-based compensation
1,170

 
1,222

Other real estate owned write-downs
1,962

 
2,507

Interest on nonaccrual loans
1,586

 
1,145

Accrued expenses
4,616

 
3,617

Net unrealized losses on investment securities and derivatives
1,926

 
8,871

Fair value adjustment on acquisitions
844

 
0

Other
438

 
465

Total deferred tax assets
33,240

 
41,551

 
 
 
 
Deferred tax liabilities
 
 
 
Tax depreciation greater than book depreciation
(6,310
)
 
(7,450
)
FHLB and FRB stock
(5,852
)
 
(6,230
)
Mortgage-servicing rights
(136
)
 
(12
)
Leasing activities
(5,297
)
 
(3,833
)
Deferred section 597 gain
0

 
(20,550
)
Prepaid pension
(14,333
)
 
(15,727
)
Intangible assets
(12,963
)
 
(11,612
)
Deferred loan fees and costs
(1,167
)
 
(2,136
)
Prepaid expenses
(364
)
 
(535
)
Fair value adjustments on acquisitions
0

 
(6,714
)
Other
(1,824
)
 
(1,180
)
Total deferred tax liabilities
(48,246
)
 
(75,979
)
Total net deferred tax liability
$
(15,006
)
 
$
(34,428
)

The realization of the Company’s deferred tax assets is dependent upon the Company’s ability to generate taxable income in future periods, the reversal of deferred tax liabilities during the same period and the ability to carryback any losses. The Company has evaluated the available evidence supporting the realization of its deferred tax assets and determined it is more likely than not that the assets will be realized and thus no valuation allowance was required at December 31, 2014 and 2013.

At December 31, 2014 and 2013 , First Financial had no FASB ASC Topic 740-10 unrecognized tax benefits recorded. First Financial does not expect the total amount of unrecognized tax benefits to significantly increase within the next twelve months.

First Financial regularly reviews its tax positions and establishes reserves for income tax-related uncertainties based on estimates of whether it is more likely than not that the tax uncertainty would be sustained upon challenge by the appropriate tax authorities which would then result in additional taxes, penalties and interest due.  These evaluations are inherently subjective as they require material estimates and may be susceptible to significant change.  Provision for tax reserves, if any, is included in income tax expense in the Consolidated Financial Statements. Management determined that no reserve for income tax-related uncertainties was necessary as of December 31, 2014 and 2013.
 
First Financial and its subsidiaries are subject to U.S. federal income tax as well as state and local income tax in several jurisdictions. Tax years prior to 2011 have been closed and are no longer subject to U.S. federal income tax examinations. The tax year 2012 is currently under examination by the federal taxing authority. At this time, First Financial is not aware of any material impact to the Company's financial position or results of operations as a result of this examination. Tax years 2011 through 2013 remain open to examination by the federal taxing authority.
 

86 First Financial Bancorp 2014 Annual Report


First Financial is no longer subject to state and local income tax examinations for years prior to 2010. Tax years 2010 through 2013 remain open to state and local examination by various other jurisdictions.
 
14. Employee Benefit Plans


Pension plan. First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees and uses a December 31 measurement date for the plan.

Prior to the fourth quarter of 2013, plan assets were administered and managed by the Wealth Management division of First Financial Bank. During the fourth quarter of 2013, the investment management and trustee services were transitioned to a third party vendor. As of December 31, 2013 and 2014, plan assets were primarily invested in publicly traded equity mutual funds and fixed income mutual funds. The pension plan does not directly own any shares of First Financial common stock or any other First Financial security or product.
 
The investment objective of the Plan is to structure the assets to, as much as feasible, mirror the liabilities of the Plan. The current target asset allocation set by the Bank for the Plan is 60% equities and 40% fixed income, with the aim to use the fixed income component to match the identified near and long-term plan distributions and the equity component to generate growth of capital to meet other future Plan liabilities. The determination of the overall expected long-term return on plan assets was based on the composition of plan assets and a consensus of estimates from similarly managed portfolios of expected future returns.

Associates are eligible to request a lump sum distribution from the Company's pension plan at retirement or upon leaving the Company. As a result of lump sum distributions from the plan during 2013, First Financial was required to re-measure the plan's assets and liabilities and recognized pension settlement charges of $6.2 million . Consistent with FASB ASC Topic 715, Compensation - Retirement Benefits, pension settlement charges are an acceleration of previously deferred costs that would have been recognized in future periods and are triggered when lump sum distributions exceed an annual accounting threshold for the plan. The accounting threshold for lump sum distributions reset on January 1, 2014 and the annual accounting threshold was not exceeded during the year. Therefore, First Financial recognized no pension settlement charges for the year ended December 31, 2014 .

As a result of the plan’s updated actuarial projections for 2014, First Financial recorded income related to its pension plan of $1.1 million for 2014, compared to expense of $5.5 million for 2013 and income of $0.5 million for 2012. First Financial made no cash contributions to the pension plan in 2012, 2013 or 2014 and does not expect to make a cash contribution to the plan in 2015. 


First Financial Bancorp 2014 Annual Report 87

Notes To Consolidated Financial Statements

The following tables set forth information concerning amounts recognized in First Financial's Consolidated Balance Sheets and Consolidated Statements of Income:
 
 
December 31,
(Dollars in thousands)
 
2014
 
2013
Change in benefit obligation
 
 
 
 
Benefit obligation at beginning of year
 
$
55,591

 
$
67,678

Service cost
 
4,119

 
3,705

Interest cost
 
2,388

 
2,319

Amendments
 
0

 
124

Actuarial gain (loss)
 
6,025

 
(6,745
)
Benefits paid, excluding settlement
 
(8,343
)
 
(1,111
)
Settlements
 
0

 
(10,379
)
Benefit obligation at end of year
 
59,780

 
55,591

 
 
 
 
 
Change in plan assets
 
 
 
 
Fair value of plan assets at beginning of year
 
131,647

 
123,716

Actual return on plan assets
 
10,022

 
19,421

Employer contribution
 
0

 
0

Benefits paid, excluding settlement
 
(8,343
)
 
(1,111
)
Settlements
 
0

 
(10,379
)
Fair value of plan assets at end of year
 
133,326

 
131,647

 
 
 
 
 
Amounts recognized in the Consolidated Balance Sheets
 
 
 
 
Assets
 
73,546

 
76,056

Liabilities
 
0

 
0

Net amount recognized
 
$
73,546

 
$
76,056

 
 
 
 
 
Amounts recognized in accumulated other comprehensive income (loss)
 
 
 
 
Net actuarial loss
 
$
31,644

 
$
28,411

Net prior service cost
 
(3,159
)
 
(3,573
)
Deferred tax assets
 
(10,581
)
 
(9,273
)
Net amount recognized
 
$
17,904

 
$
15,565

 
 
 
 
 
Change in accumulated other comprehensive income (loss)
 
$
2,339

 
$
(15,773
)
 
 
 
 
 
Accumulated benefit obligation
 
$
59,063

 
$
53,664




88 First Financial Bancorp 2014 Annual Report


Components of net periodic benefit cost
 
 
 
 
 
 
 
 
December 31,
(Dollars in thousands)
 
2014
 
2013
 
2012
Service cost
 
$
4,119

 
$
3,705

 
$
3,483

Interest cost
 
2,388

 
2,319

 
2,550

Expected return on assets
 
(9,055
)
 
(8,988
)
 
(9,055
)
Amortization of prior service cost
 
(413
)
 
(423
)
 
(423
)
Recognized net actuarial loss
 
1,824

 
2,709

 
2,964

Settlement charges
 
0

 
6,174

 
0

Net periodic benefit (income) cost
 
(1,137
)
 
5,496

 
(481
)
 
 
 
 
 
 
 
Other changes recognized in accumulated other comprehensive income
 
 
 
 
Net actuarial (gain) loss
 
5,058

 
(17,178
)
 
(1,954
)
Prior service cost
 
0

 
124

 
0

Amortization of prior service cost
 
413

 
423

 
423

Amortization of gain
 
(1,824
)
 
(2,709
)
 
(2,964
)
Settlement charges
 
0

 
(6,174
)
 
0

Total recognized in accumulated other comprehensive income
 
3,647

 
(25,514
)
 
(4,495
)
Total recognized in net periodic benefit cost and accumulated other comprehensive income
 
$
2,510

 
$
(20,018
)
 
$
(4,976
)
 
 
 
 
 
 
 
Amount expected to be recognized in net periodic pension expense in the coming year
 
 
 
 
Amortization of loss
 
$
1,780

 
$
1,926

 
$
3,248

Amortization of prior service credit
 
(413
)
 
(413
)
 
(423
)

Weighted-average assumptions to determine
 
 
 
 
 
 
December 31,
 
 
2014
 
2013
Benefit obligations
 
 
 
 
Discount rate
 
3.76
%
 
4.62
%
Rate of compensation increase
 
3.50
%
 
3.50
%
 
 
 
 
 
Net periodic benefit cost
 
 
 
 
Discount rate
 
4.62
%
 
3.73
%
Expected return on plan assets
 
7.50
%
 
7.50
%
Rate of compensation increase
 
3.50
%
 
3.50
%
 
The fair value of the plan assets as of December 31, 2014 by asset category is shown in the table that follows:
 
 
Fair Value Measurements
(Dollars in thousands)
 
Total
 
Quoted Prices in 
Active Markets 
for 
Identical Assets 
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Asset Category
 
 
 
 
 
 
 
 
Cash
 
$
172

 
$
172

 
$
0

 
$
0

Fixed income mutual funds
 
49,938

 
49,938

 
0

 
0

Equity mutual funds
 
83,216

 
83,216

 
0

 
0

Total
 
$
133,326

 
$
133,326

 
$
0

 
$
0



First Financial Bancorp 2014 Annual Report 89

Notes To Consolidated Financial Statements

The fair value of the plan assets as of December 31, 2013 by asset category is shown below.
 
 
Fair Value Measurements
(Dollars in thousands)
 
Total
 
Quoted Prices in 
Active Markets 
for 
Identical Assets 
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Asset Category
 
 
 
 
 
 
 
 
Cash
 
$
126

 
$
126

 
$
0

 
$
0

Fixed income mutual funds
 
50,277

 
50,277

 
0

 
0

Equity mutual funds
 
81,244

 
81,244

 
0

 
0

Total
 
$
131,647

 
$
131,647

 
$
0

 
$
0


An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. See Note 19 – Fair Value Disclosures for further information related to the framework for measuring fair value and the fair value hierarchy.
 
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
 
(Dollars in thousands)
 
Retirement
Benefits
2015
 
$
4,436

2016
 
5,946

2017
 
4,433

2018
 
5,089

2019
 
4,442

Thereafter
 
26,926


Effective January 1, 2014 all active plan participants immediately vest in their benefit, compared to the three year vesting period in effect as of December 31, 2013. Also beginning January 1, 2014, the Pension Plan no longer offers additional benefits for associates with compensation in excess of 50% of the Social Security wage base.

401(k) thrift plan. First Financial sponsors a defined contribution 401(k) thrift plan which covers substantially all employees. Employees may contribute up to 50.0% of their earnings into the plan, not to exceed applicable limitations prescribed by the Internal Revenue Service. First Financial contributions to the 401(k) plan are at the discretion of the board of directors and considers management's recommendation. First Financial measures the Company's performance compared to its identified peer group in determining whether to recommend a matching contribution, with the amount of the recommended matching contribution not to exceed 3% of the employee's annual earnings. Prior to January 1, 2014, First Financial contributed $1.00 for every $1.00 an employee contributed up to 3.00% of the employee's earnings and then contributed $0.50 for every $1.00 thereafter, up to a maximum First Financial total contribution of 4.00% of the employee's earnings. All First Financial matching contributions vest immediately. There were no contributions to the 401(k) plan during 2014. First Financial contributed $2.4 million to the plan during 2013 and $2.6 million during 2012.

Bank-owned life insurance. First Financial purchases life insurance policies on the lives of certain employees and is the owner and beneficiary of the policies. The Bank invests in these policies to provide an efficient form of funding for long-term retirement and other employee benefits costs. The policies are included within Accrued interest and other assets in the Consolidated Balance Sheets at each policy’s respective cash surrender value, with changes recorded in other noninterest income in the Consolidated Statements of Income. The carrying value of bank-owned life insurance policies was $93.0 million and $88.7 million at December 31, 2014 , and 2013 , respectively.



90 First Financial Bancorp 2014 Annual Report


15. Accumulated Other Comprehensive Income (Loss)


Shareholders’ equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss).  The related tax effects allocated to other comprehensive income and accumulated other comprehensive income (loss) are as follows:

 
December 31, 2014
 
Total other comprehensive income
 
Total accumulated
other comprehensive income
(Dollars in thousands)
Prior to
Reclassification
 
Reclassification
from
 
Pre-tax
 
Tax-effect
 
Net of tax
 
Beginning Balance
 
Net Activity
 
Ending Balance
Unrealized gain (loss) on investment securities
$
21,718

 
$
70

 
$
21,648

 
$
(7,865
)
 
$
13,783

 
$
(16,289
)
 
$
13,783

 
$
(2,506
)
Unrealized gain (loss) on derivatives
(2,902
)
 
(432
)
 
(2,470
)
 
919

 
(1,551
)
 
602

 
(1,551
)
 
(949
)
Retirement obligation
(5,058
)
 
(1,411
)
 
(3,647
)
 
1,308

 
(2,339
)
 
(15,565
)
 
(2,339
)
 
(17,904
)
Foreign currency translation
(21
)
 
0

 
(21
)
 
0

 
(21
)
 
(29
)
 
(21
)
 
(50
)
Total
$
13,737

 
$
(1,773
)
 
$
15,510

 
$
(5,638
)
 
$
9,872

 
$
(31,281
)
 
$
9,872

 
$
(21,409
)

 
December 31, 2013
 
Total other comprehensive income
 
Total accumulated
other comprehensive income
(Dollars in thousands)
Prior to
Reclassification
 
Reclassification
from
 
Pre-tax
 
Tax-effect
 
Net of tax
 
Beginning Balance
 
Net Activity
 
Ending Balance
Unrealized gain (loss) on investment securities
$
(44,365
)
 
$
1,724

 
$
(46,089
)
 
$
16,998

 
$
(29,091
)
 
$
12,802

 
$
(29,091
)
 
$
(16,289
)
Unrealized gain (loss) on derivatives
778

 
(412
)
 
1,190

 
(445
)
 
745

 
(143
)
 
745

 
602

Retirement obligation
17,054

 
(8,460
)
 
25,514

 
(9,741
)
 
15,773

 
(31,338
)
 
15,773

 
(15,565
)
Foreign currency translation
(31
)
 
0

 
(31
)
 
0

 
(31
)
 
2

 
(31
)
 
(29
)
Total
$
(26,564
)
 
$
(7,148
)
 
$
(19,416
)
 
$
6,812

 
$
(12,604
)
 
$
(18,677
)
 
$
(12,604
)
 
$
(31,281
)

 
 
December 31, 2012
 
 
Total other comprehensive income
 
Total accumulated
 other comprehensive income
(Dollars in thousands)
 
Pre-tax
 
Tax-effect
 
Net of tax
 
Beginning Balance
 
Net Activity
 
Ending Balance
Unrealized gain (loss) on investment securities
 
$
214

 
$
(81
)
 
$
133

 
$
12,669

 
$
133

 
$
12,802

Unrealized gain (loss) on derivatives
 
(229
)
 
86

 
(143
)
 
0

 
(143
)
 
(143
)
Retirement obligation
 
4,495

 
(1,697
)
 
2,798

 
(34,136
)
 
2,798

 
(31,338
)
Foreign currency translation
 
25

 
0

 
25

 
(23
)
 
25

 
2

Total
 
$
4,505

 
$
(1,692
)
 
$
2,813

 
$
(21,490
)
 
$
2,813

 
$
(18,677
)


First Financial Bancorp 2014 Annual Report 91

Notes To Consolidated Financial Statements

The following table details the activity reclassified from accumulated other comprehensive income into income during the period:
 
 
Amount Reclassified from Accumulated Other Comprehensive Income (1)
 
 
 
 
December 31,
 
 
(Dollars in thousands)
 
2014
 
2013
 
Affected Line Item in the Consolidated Statements of Income
Gain and loss on cash flow hedges
 
 
 
 
 
 
Interest rate contracts
 
$
(432
)
 
$
(412
)
 
Interest expense - deposits
Realized gains and losses on securities available-for-sale
 
70

 
1,724

 
Gains on sales of investments securities
Defined benefit pension plan
 
 
 
 
 
 
Amortization of prior service cost (2)
 
413

 
423

 
Salaries and employee benefits
Recognized net actuarial loss (2)
 
(1,824
)
 
(2,709
)
 
Salaries and employee benefits
Pension settlement charges
 
0

 
(6,174
)
 
Pension settlement charges
Amortization and settlement charges of defined benefit pension items
 
(1,411
)
 
(8,460
)
 
 
Total reclassifications for the period, before tax
 
$
(1,773
)
 
$
(7,148
)
 
 

(1) Negative amounts are debits to profit/loss.
(2) Included in the computation of net periodic pension cost (see Note 14 - Employee Benefit Plans for additional details).

16. Capital


Risk-based capital. First Financial and its subsidiary, First Financial Bank, are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action.

Quantitative measures established by regulation to ensure capital adequacy require First Financial to maintain minimum amounts and ratios as defined by the regulations of Total and Tier 1 capital to risk-weighted assets and to average assets. Management believes, as of December 31, 2014 , that First Financial met all capital adequacy requirements to which it is subject. At December 31, 2014 and 2013 , regulatory notifications categorized First Financial as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial must maintain minimum Total risk-based capital, Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below. There have been no conditions or events since those notifications that management believes has changed the Company's categorization.

For purposes of calculating the leverage ratio, average assets represents quarterly average assets less assets ineligible for total risk-based capital including all or portions of intangible assets, mortgage servicing assets and the allowance for loan and lease losses.
 
First Financial's Tier 1 capital is comprised of total shareholders' equity less unrealized gains and losses on investment securities available-for-sale, accounted for under FASB ASC Topic 320, Investments-Debt and Equity Securities, and any amounts resulting from the application of FASB ASC Topic 715, Compensation-Retirement Benefits, that are recorded within accumulated other comprehensive income (loss), intangible assets and any valuation related to mortgage servicing rights. Total risk-based capital consists of Tier 1 capital plus the qualifying allowance for loan and lease losses and gross unrealized gains on equity securities.

In July 2013, the Board of Governors of the Federal Reserve System approved a final rule implementing changes intended to strengthen the regulatory capital framework for all banking organizations (Basel III).  The final rule includes transition periods to ease the potential burden, with community banks such as First Financial subject to the final rule beginning January 1, 2015.  Among other things, Basel III includes new minimum risk-based and leverage capital requirements for all banks.  The rule

92 First Financial Bancorp 2014 Annual Report


includes a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a new capital conservation buffer of 2.5% of risk-weighted assets that will be phased-in over a transition period ending December 31, 2018.  Further, the minimum ratio of tier 1 capital to risk-weighted assets is increased from 4.0% to 6.0% and all banks are now subject to a 4.0% minimum leverage ratio.  The required total risk-based capital ratio will not change.

Failure to maintain the required common equity Tier 1 capital conservation buffer will result in potential restrictions on a bank’s ability to pay dividends, repurchase stock and/or pay discretionary compensation to its employees.  The Basel III requirements also provide strict eligibility criteria for regulatory capital instruments and change the method for calculating risk-weighted assets in an effort to better identify riskier assets requiring higher capital allocations.

Management expects that First Financial will continue to exceed all regulatory capital requirements under Basel III.
 
Actual and required capital amounts and ratios at year-end are presented in the table that follows:
 
 
Actual
 
For capital
adequacy purposes
 
To be well capitalized under
prompt corrective 
action provisions
(Dollars in thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
728,284

 
13.71
%
 
$
424,926

 
8.00
%
 
N/A

 
N/A

First Financial Bank
662,865

 
12.52
%
 
423,447

 
8.00
%
 
$
529,309

 
10.00
%
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital to risk-weighted assets
 
 
 
 
 
 
 
 
 
 
 
Consolidated
673,955

 
12.69
%
 
212,463

 
4.00
%
 
N/A

 
N/A

First Financial Bank
602,133

 
11.38
%
 
211,724

 
4.00
%
 
317,585

 
6.00
%
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital to average assets
 
 
 
 
 
 
 
 
 
 
 
Consolidated
673,955

 
9.44
%
 
285,514

 
4.00
%
 
N/A

 
N/A

First Financial Bank
602,133

 
8.44
%
 
285,311

 
4.00
%
 
356,639

 
5.00
%
 
 
Actual
 
For capital
adequacy purposes
 
To be well capitalized
under
prompt corrective
 action provisions
(Dollars in thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
679,074

 
15.88
%
 
$
342,092

 
8.00
%
 
N/A

 
N/A

First Financial Bank
588,643

 
13.80
%
 
341,184

 
8.00
%
 
$
426,480

 
10.00
%
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital to risk-weighted assets
 
 
 
 
 
 
 
 
 
 
 
Consolidated
624,850

 
14.61
%
 
171,046

 
4.00
%
 
N/A

 
N/A

First Financial Bank
527,712

 
12.37
%
 
170,592

 
4.00
%
 
255,888

 
6.00
%
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital to average assets
 
 
 
 
 
 
 
 
 
 
 
Consolidated
624,850

 
10.11
%
 
247,106

 
4.00
%
 
N/A

 
N/A

First Financial Bank
527,712

 
8.55
%
 
246,739

 
4.00
%
 
308,423

 
5.00
%
 
Shelf Registrations. On July 31, 2014, First Financial filed a shelf registration on Form S-3 with the Securities and Exchange Commission. This shelf registration allows First Financial to raise capital from time to time through the sale of various types of securities, subject to approval by the Company's board of directors, and expires on July 31, 2017.

First Financial Bancorp 2014 Annual Report 93

Notes To Consolidated Financial Statements


Share repurchases. In October 2012, First Financial's board of directors approved a share repurchase plan under which the Company has the ability to repurchase up to 5,000,000 common shares. In January 2014, First Financial's board of directors suspended further share repurchase activity under the 2012 share repurchase plan in connection with the Company's Columbus acquisitions and continued that suspension for the remainder of 2014.

The Company repurchased 40,255 shares under the 2012 share repurchase plan during 2014 at an average price of $17.32 per share and 750,145 shares under this plan during 2013 at an average price of $15.70 . At December 31, 2014 , 3,749,100 common shares remained available for purchase under this repurchase plan.

Preferred Stock. During the second quarter of 2014, First Financial's shareholders approved an amendment to the Company's Articles of Incorporation authorizing the Company to issue up to 10,000,000 preferred shares. The Company has not issued and has no current plans, arrangements or agreements to issue any of the authorized preferred shares at this time.

17. Stock Options and Awards


First Financial follows the provisions of FASB ASC Topic 718, Compensation-Stock Compensation, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation expense over the service period for all awards expected to vest. Share-based compensation expense for stock options and restricted stock awards included in salaries and employee benefits expense for the year ended December 31, 2014 , and 2013 , was $4.0 million and $3.8 million , respectively. Total unrecognized compensation cost related to non-vested share-based compensation was $4.6 million at December 31, 2014 and is expected to be recognized over a weighted average period of 1.9 years .
 
As of December 31, 2014 , First Financial had five stock-based compensation plans. The 1999 Stock Incentive Plan for Officers and Employees and the 1999 Stock Option Plan for Non-Employee Directors (the 1999 Plans) provides incentive stock options, non-qualified stock options and stock awards to certain key employees and non-qualified stock options to non-employee directors of First Financial for up to 7,507,500 common shares. The options become exercisable at a rate of 25% per year on the anniversary date of the grant and remain outstanding for 10 years after the initial grant date with all options expiring at the end of the exercise period. No additional awards may be granted under the 1999 Plans.

On June 15, 2009, the shareholders approved the 2009 Employee Stock Plan and the 2009 Non-Employee Director Plan providing for the issuance of 1,500,000 shares and 75,000 shares, respectively. The 2009 Employee Stock Plan expired on June 15, 2012, and thus, no new awards may be granted under this plan. On May 22, 2012, First Financial shareholders approved the First Financial Bancorp. 2012 Stock Plan and amendments to the 2009 Non-Employee Director Plan. At December 31, 2014 , there were 1,268,872 shares and 7,371 shares available for issuance under these plans, respectively.
 
First Financial utilizes the Black-Scholes valuation model to determine the fair value of its stock options. In addition to the stock option strike price, the Black-Scholes valuation model incorporates the following assumptions: the expected dividend yield based on historical dividend payouts; the expected stock price volatility based on the historical volatility of Company stock for a period approximating the expected life of the options; the risk-free rate based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option; and the expected option life represented by the period of time the options are expected to be outstanding, and is based on historical trends. No options were granted in 2014, 2013 or 2012.
 

94 First Financial Bancorp 2014 Annual Report


Stock option activity for the year ended December 31, 2014 , is summarized as follows:
(Dollars in thousands, except per share data)
 
Number of shares
 
Weighted
average exercise price
 
Weighted average
remaining contractual life
 
Aggregate intrinsic value
Outstanding at beginning of year
 
986,676

 
$
14.82

 
 
 
 
Granted
 
0

 
0.00

 
 
 
 
Exercised
 
(478,024
)
 
14.95

 
 
 
 
Forfeited or expired
 
(95,526
)
 
16.37

 
 
 
 
Outstanding at end of year
 
413,126

 
$
14.32

 
2.1 years
 
$
1,767

Exercisable at end of year
 
413,126

 
$
14.32

 
2.1 years
 
$
1,767


The intrinsic value of stock options is defined as the difference between the current market value and the exercise price. First Financial uses treasury shares purchased under the Company's share repurchase program to satisfy share-based exercises.
 
 
2014
 
2013
 
2012
Total intrinsic value of options exercised
 
$
1,479

 
$
3,247

 
$
1,277

Cash received from exercises
 
$
1,056

 
$
73

 
$
320

Tax benefit from exercises
 
$
1,475

 
$
1,422

 
$
1,576


Restricted stock awards have historically been recorded as deferred compensation, a component of shareholders' equity, at the fair value of these awards as of the grant date and amortized on a straight-line basis to salaries and benefits expense over the specified vesting periods, which is currently three years for employees and one year for non-employee directors. The vesting of these awards for employees and non-employee directors only require a service period to be met, however, in 2013 and 2014, additional awards were granted which also require certain performance measures to be met.
 
Activity in restricted stock for the previous three years ended December 31 is summarized as follows:
 
 
2014
 
2013
 
2012
 
 
Number of shares
 
Weighted
 average
grant date
fair value
 
Number of shares
 
Weighted
 average
grant date
fair value
 
Number of shares
 
Weighted
 average
grant date
fair value
Nonvested at beginning of year
 
456,032

 
$
16.00

 
518,756

 
$
16.65

 
518,736

 
$
15.99

Granted
 
273,933

 
16.80

 
302,175

 
15.65

 
290,706

 
17.00

Vested
 
(215,796
)
 
16.19

 
(263,302
)
 
16.63

 
(228,233
)
 
15.58

Forfeited
 
(19,717
)
 
16.40

 
(101,597
)
 
16.26

 
(62,453
)
 
16.61

Nonvested at end of year
 
494,452

 
$
16.43

 
456,032

 
$
16.00

 
518,756

 
$
16.65


The fair value of restricted stock is determined based on the number of shares granted and the quoted price of First Financial's common stock. The total fair value of restricted stock vested during 2014 was $3.5 million .



First Financial Bancorp 2014 Annual Report 95

Notes To Consolidated Financial Statements

18. Earnings Per Common Share


The following table sets forth the computation of basic and diluted earnings per share:
(Dollars in thousands, except per share data)
 
2014
 
2013
 
2012
Numerator
 
 
 
 
 
 
Net income
 
$
65,000

 
$
48,349

 
$
67,303

 
 
 
 
 
 
 
Denominator
 
 
 
 
 
 
Basic earnings per common share - weighted average shares
 
58,662,836

 
57,270,233

 
57,876,685

Effect of dilutive securities
 
 
 
 
 
 
Employee stock awards
 
589,157

 
692,050

 
873,293

Warrants
 
140,674

 
110,771

 
118,814

Diluted earnings per common share - adjusted weighted average shares
 
59,392,667

 
58,073,054

 
58,868,792

 
 
 
 
 
 
 
Earnings per share available to common shareholders
 
 
 
 
 
 
Basic
 
$
1.11

 
$
0.84

 
$
1.16

Diluted
 
$
1.09

 
$
0.83

 
$
1.14


Warrants to purchase 465,117 shares of the Company's common stock were outstanding as of December 31, 2014 , 2013 and 2012 , respectively. These warrants, each representing the right to purchase one share of common stock, no par value per share, have an exercise price of $12.12 and expire on December 23, 2018.

Stock options and warrants, with an exercise price greater than the average market price of the common shares, were not included in the computation of net income per diluted share as they would have been anti-dilutive.  These out-of-the-money options were 20,626 , 215,452 and 1,092,253 at December 31, 2014 , 2013 and 2012 , respectively. 

As of December 31, 2014 , 2013, and 2012, no preferred shares were issued or outstanding.

19. Fair Value Disclosures


Fair Value Measurement
The fair value framework as disclosed in the Fair Value Measurements and Disclosure Topic of FASB ASC Topic 825, Financial Instruments (Fair Value Topic), includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2), and the lowest priority to unobservable inputs (Level 3).  When determining the fair value measurements for assets and liabilities, First Financial looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1.  When identical assets and liabilities are not traded in active markets, First Financial looks to observable market data for similar assets and liabilities and classifies such items as Level 2.  Certain assets and liabilities are not actively traded in observable markets and First Financial must use alternative techniques, based on unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.

Cash and short-term investments. The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term investments, such as federal funds sold, approximated the fair value of those instruments. The Company classifies cash and short-term investments in Level 1 of the fair value hierarchy.

Investment securities. Investment securities classified as trading and available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices

96 First Financial Bancorp 2014 Annual Report


are not available, fair values are measured utilizing independent valuation techniques of identical or similar investment securities.  First Financial compiles prices from various sources who may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for the specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment securities not valued based upon the methods above are considered Level 3.

First Financial utilizes information provided by a third-party investment securities administrator in analyzing the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic.  The administrator’s evaluation of investment security portfolio pricing is performed using a combination of prices and data from other sources, along with internally developed matrix pricing models and assistance from the administrator’s internal fixed income analysts and trading desk.  The administrator’s month-end pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, previous evaluation prices and between the various pricing services.  These processes produce a series of quality assurance reports on which price exceptions are identified, reviewed and where appropriate, securities are repriced.  In the event of a materially different price, the administrator will report the variance as a “price challenge” and review the pricing methodology in detail.  The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

First Financial reviews the pricing methodologies utilized by the administrator to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy. Further, the Company periodically validates the fair values for a sample of securities in the portfolio by comparing the fair values provided by the administrator to prices from other independent sources for the same or similar securities. First Financial analyzes unusual or significant variances, conducts additional research with the administrator, if necessary, and takes appropriate action based on its findings.

Loans held for sale. Loans held for sale are carried at the lower of cost or fair value.  These loans currently consist of one-to-four family residential real estate loans originated for sale to qualified third parties.  Fair value is based on the contractual price to be received from these third parties, which is not materially different than cost due to the short duration between origination and sale (Level 2).  As such, First Financial records any fair value adjustments on a nonrecurring basis.  Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest income in the Consolidated Statements of Income.

Loans and leases. The fair value of commercial, commercial real estate, residential real estate and consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency.  The Company classifies the estimated fair value of loans as Level 3 in the fair value hierarchy.

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.  Impaired loans are valued at the lower of cost or fair value for purposes of determining the appropriate amount of impairment to be allocated to the allowance for loan and lease losses.  Fair value is generally measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The vast majority of the collateral is real estate.  The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower financial statements if not considered significant.  Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3).  Impaired loans allocated to the allowance for loan and lease losses are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

Fair values for purchased impaired loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. These loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. First Financial estimated the cash flows expected to be collected on these loans based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.


First Financial Bancorp 2014 Annual Report 97

Notes To Consolidated Financial Statements

Fair values for acquired loans accounted for outside of FASB ASC Topic 310-30 were estimated by discounting the future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency. The carrying amount of accrued interest approximates its fair value.

The Company classifies the estimated fair value of covered loans as Level 3 in the fair value hierarchy.

FDIC indemnification asset. Fair value of the FDIC indemnification asset was estimated using projected cash flows related to the loss sharing agreements based on expected reimbursements for losses and the applicable loss sharing percentages. The expected cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change, and may be impacted by the relatively short remaining term of loss sharing coverage on covered commercial assets. The five year period of loss protection expired for the majority of First Financial's covered commercial loans and covered OREO during the third quarter of 2014. The Company classifies the estimated fair value of the indemnification asset as Level 3 in the fair value hierarchy.

Deposit liabilities. The fair value of demand deposits, savings accounts and certain money-market deposits was the amount payable on demand at the reporting date.  The carrying amounts for variable-rate certificates of deposit approximated their fair values at the reporting date.  The fair value of fixed-rate certificates of deposit was estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities.  The carrying amount of accrued interest approximates its fair value. The Company classifies the estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.

Borrowings. The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximate their fair values.  The Company classifies the estimated fair value of short-term borrowings as Level 1 of the fair value hierarchy.

The fair value of long-term debt is estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities.  Third-party valuations are used for long-term debt with embedded options, such as call features. The Company classifies the estimated fair value of long-term debt as Level 2 in the fair value hierarchy.

Commitments to extend credit and standby letters of credit. Pricing of these financial instruments is based on the credit quality and relationship, fees, interest rates, probability of funding and compensating balance and other covenants or requirements.  Loan commitments generally have fixed expiration dates, are variable rate and contain termination and other clauses which provide for relief from funding in the event that there is a significant deterioration in the credit quality of the client.  Many loan commitments are expected to expire without being drawn upon.  The rates and terms of the commitments to extend credit and the standby letters of credit are competitive with those in First Financial’s market area.  The carrying amounts are reasonable estimates of the fair value of these financial instruments.  Carrying amounts, which are comprised of the
unamortized fee income and, where necessary, reserves for any expected credit losses from these financial instruments, are immaterial.

Derivatives. The fair values of derivative instruments are based primarily on a net present value calculation of the cash flows related to the interest rate swaps at the reporting date, using primarily observable market inputs such as interest rate yield curves.  The discounted net present value calculated represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes a vendor-developed, proprietary model to value the credit risk component of both the derivative assets and liabilities.  The credit valuation adjustment is recorded as an adjustment to the fair value of the derivative asset or liability on the reporting date. Derivative instruments are classified as Level 2 in the fair value hierarchy.

98 First Financial Bancorp 2014 Annual Report



The estimated fair values of financial instruments not measured at fair value on either a recurring or nonrecurring basis in First Financial’s consolidated financial statements were as follows:

 
Carrying
Estimated fair value
(Dollars in thousands)
value
Total
Level 1
Level 2
Level 3
December 31, 2014
 
 
 
 
 
Financial assets
 
 
 
 
 
Cash and short-term investments
$
132,752

$
132,752

$
132,752

$
0

$
0

Investment securities held-to-maturity
867,996

874,749

0

874,749

0

Other investments
52,626

52,626

0

52,626

0

Loans held for sale
11,005

11,005

0

11,005

0

Loans and leases, net of ALLL
4,724,377

4,763,619

0

0

4,763,619

FDIC indemnification asset
22,666

12,449

0

0

12,449

 
 
 
 
 
 
Financial liabilities
 

 

 
 
 
Deposits
 

 

 
 
 
Noninterest-bearing
$
1,285,527

$
1,285,527

$
0

$
1,285,527

$
0

Interest-bearing demand
1,225,378

1,225,378

0

1,225,378

0

Savings
1,889,473

1,889,473

0

1,889,473

0

Time
1,255,364

1,254,070

0

1,254,070

0

Total deposits
5,655,742

5,654,448

0

5,654,448

0

Short-term borrowings
661,392

661,392

661,392

0

0

Long-term debt
48,241

49,674

0

49,674

0



 
Carrying
Estimated Fair Value
(Dollars in thousands)
Value
Total
Level 1
Level 2
Level 3
December 31, 2013
 
 
 
 
 
Financial assets
 
 
 
 
 
Cash and short-term investments
$
143,450

$
143,450

$
143,450

$
0

$
0

Investment securities held-to-maturity
837,272

824,985

0

824,985

0

Other investments
47,427

47,427

0

47,427

0

Loans held for sale
8,114

8,114

0

8,114

0

Loans and leases, net of ALLL
3,900,784

3,907,321

0

0

3,907,321

FDIC indemnification asset
45,091

34,820

0

0

34,820

 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
Deposits
 
 
 
 
 
Noninterest-bearing
$
1,147,452

$
1,147,452

$
0

$
1,147,452

$
0

Interest-bearing demand
1,125,723

1,125,723

0

1,125,723

0

Savings
1,612,005

1,612,005

0

1,612,005

0

Time
952,327

951,220

0

951,220

0

Total deposits
4,837,507

4,836,400

0

4,836,400

0

Short-term borrowings
748,749

748,749

748,749

0

0

Long-term debt
60,780

62,706

0

62,706

0



First Financial Bancorp 2014 Annual Report 99

Notes To Consolidated Financial Statements

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as follows:

 
 
Fair Value Measurements Using
 
Assets/Liabilities
(Dollars in thousands)
 
Level 1
 
Level 2
 
Level 3
 
at Fair Value
December 31, 2014
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
Derivatives
 
$
0

 
$
11,399

 
$
0

 
$
11,399

Available-for-sale investment securities
 
8,406

 
832,062

 
0

 
840,468

Total
 
$
8,406

 
$
843,461

 
$
0

 
$
851,867

 
 
 
 
 
 
 
 
 
Liabilities
 
 

 
 

 
 

 
 

Derivatives
 
$
0

 
$
13,662

 
$
0

 
$
13,662


 
 
Fair Value Measurements Using
 
Assets/Liabilities
(Dollars in thousands)
 
Level 1
 
Level 2
 
Level 3
 
at Fair Value
December 31, 2013
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
Derivatives
 
$
0

 
$
13,477

 
$
0

 
$
13,477

Available-for-sale investment securities
 
7,976

 
905,625

 
0

 
913,601

Total
 
$
7,976

 
$
919,102

 
$
0

 
$
927,078

 
 
 
 
 
 
 
 
 
Liabilities
 
 

 
 

 
 

 
 

Derivatives
 
$
0

 
$
14,431

 
$
0

 
$
14,431


Certain financial assets and liabilities are measured at fair value on a nonrecurring basis.  Adjustments to the fair market value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.  The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis as follows:
 
 
Fair Value Measurements Using
(Dollars in thousands)
 
Level 1
 
Level 2
 
Level 3
December 31, 2014
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Impaired loans (1)
 
$
0

 
$
0

 
$
14,096

OREO
 
0

 
0

 
13,094



 
 
Fair Value Measurements Using
(Dollars in thousands)
 
Level 1
 
Level 2
 
Level 3
December 31, 2013
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Impaired loans (1)
 
$
0

 
$
0

 
$
13,699

OREO
 
0

 
0

 
14,295


(1) Amounts represent the fair value of collateral for impaired loans allocated to the allowance for loan and lease losses.  Fair values are determined using actual market prices (Level 1), observable market data for similar assets and liabilities (Level 2), and independent third party valuations and borrower records, discounted as appropriate (Level 3).

100 First Financial Bancorp 2014 Annual Report



20. Business Combinations


First Financial completed the following three business combinations in the Columbus, Ohio market during the third quarter 2014:

First Bexley. Founded in 2006 and conducting operations out of one full service branch location in Bexley, Ohio, First Bexley served commercial and consumer clients throughout Columbus and central Ohio. Under the merger agreement, First Financial acquired First Bexley in a cash and stock transaction in which First Bexley was merged with and into First Financial Bank on August 7, 2014.

Insight. Insight was founded in 2006 and conducted operations out of one full service location in Worthington, Ohio, and a mortgage origination office in Newark, Ohio, and provided commercial and consumer banking services to clients throughout Columbus and central Ohio. Under the merger agreement, First Financial acquired Insight in a cash and stock transaction in which Insight merged with and into First Financial Bank on August 7, 2014.

Guernsey. Headquartered in Worthington, Ohio, Guernsey conducted operations out of three full service branches, and served commercial and consumer clients throughout Columbus and central Ohio. Under the terms of the merger agreement, First Financial acquired Guernsey for cash consideration and the transfer of a single bank-owned property to Guernsey's sole shareholder. The Company also paid off all amounts due under a promissory note to a third party on behalf of Guernsey. The Guernsey Bank, an Ohio state chartered bank and wholly-owned subsidiary of Guernsey, merged with and into First Financial as part of the agreement on August 21, 2014.

The First Bexley, Insight and Guernsey transactions were accounted for using the acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition dates, in accordance with FASB ASC Topic 805, Business Combinations. The fair value measurements of assets acquired and liabilities assumed are subject to refinement for up to one year after the closing date of the acquisitions as additional information relative to closing date fair values become available. The Company continues to finalize the fair values of loans and intangible assets and liabilities. As a result, the fair value adjustment in the accounts are preliminary and may change as information becomes available but no later than August 2015.

The following table provides the purchase price calculation as of the acquisition dates and the identifiable assets purchased and the liabilities assumed at their estimated fair value. These fair value measurements are based on third-party valuations.


First Financial Bancorp 2014 Annual Report 101


(Dollars in thousands)
First Bexley
 
Insight
 
Guernsey
 
Total
Purchase consideration
 
 
 
 
 
 
 
Cash consideration
$
10,810

 
$
9,880

 
$
13,500

 
$
34,190

Stock consideration
33,699

 
26,730

 
0

 
60,429

Other consideration
0

 
0

 
2,523

 
2,523

Total purchase consideration
$
44,509

 
$
36,610

 
$
16,023

 
$
97,142

 
 
 
 
 
 
 
 
Assets acquired
 
 
 
 
 
 
 
Loans
$
314,807

 
$
219,008

 
$
72,448

 
$
606,263

Intangible assets
1,280

 
1,277

 
999

 
3,556

Other assets
25,456

 
30,799

 
61,238

 
117,493

Total assets
$
341,543

 
$
251,084

 
$
134,685

 
$
727,312

 
 
 
 
 
 
 
 
Liabilities assumed
 
 
 
 
 
 
 
Deposits
$
273,860

 
$
179,330

 
$
115,415

 
$
568,605

Borrowings
40,000

 
44,149

 
10,742

 
94,891

Other liabilities
1,454

 
7,303

 
606

 
9,363

Total liabilities
$
315,314

 
$
230,782

 
$
126,763

 
$
672,859

 
 
 
 
 
 
 
 
Net identifiable assets
$
26,229

 
$
20,302

 
$
7,922

 
$
54,453

Goodwill
$
18,280

 
$
16,308

 
$
8,101

 
$
42,689


The amount of goodwill arising from the First Bexley, Insight and Guernsey acquisitions reflects the increased market share and related synergies that are expected to result from the acquisitions. The goodwill arising from the First Bexley and Insight transactions is not deductible for income tax purposes as the mergers were accounted for as tax-free exchanges. The tax-free exchanges resulted in a carryover of tax attributes and tax basis to the Company's subsequent income tax filings and was adjusted for any fair value adjustments required in accounting for the acquisitions. The goodwill arising from the Guernsey transaction is deductible for tax purposes as the Guernsey transaction was considered a taxable exchange.


First Financial Bancorp 2014 Annual Report 102


21. First Financial Bancorp. (Parent Company Only) Financial Information


Balance Sheets
 
December 31,
(Dollars in thousands)
2014
 
2013
Assets
 
 
 
Cash
$
55,192

 
$
88,420

Investment securities, available for sale
276

 
229

Other investments
5,399

 
4,851

Subordinated notes from subsidiaries
7,500

 
7,500

Investment in subsidiaries
 
 
 
Commercial banks
712,067

 
557,872

Nonbanks
0

 
18,682

Total investment in subsidiaries
712,067

 
576,554

Premises and equipment
1,431

 
1,455

Other assets
13,870

 
13,942

Total assets
$
795,735

 
$
692,951

 
 
 
 
Liabilities
 
 
 
Dividends payable
$
10,249

 
$
9,178

Other liabilities
1,409

 
1,612

Total liabilities
11,658

 
10,790

Shareholders’ equity
784,077

 
682,161

Total liabilities and shareholders’ equity
$
795,735

 
$
692,951


Statements of Income  
 
Years Ended December 31,
(Dollars in thousands)
2014
 
2013
 
2012
Income
 
 
 
 
 
Interest income
$
73

 
$
75

 
$
55

Noninterest income
92

 
0

 
421

Dividends from subsidiaries
31,700

 
58,700

 
73,800

Total income
31,865

 
58,775

 
74,276

 
 
 
 
 
 
Expenses
 
 
 
 
 
Salaries and employee benefits
4,041

 
4,042

 
4,612

Miscellaneous professional services
708

 
663

 
916

Other
5,307

 
5,059

 
5,209

Total expenses
10,056

 
9,764

 
10,737

Income before income taxes and equity in undistributed net earnings of subsidiaries
21,809

 
49,011

 
63,539

Income tax benefit
(3,674
)
 
(3,659
)
 
(3,869
)
Equity in undistributed earnings (loss) of subsidiaries
39,517

 
(4,321
)
 
(105
)
Net income
$
65,000

 
$
48,349

 
$
67,303

 

   

First Financial Bancorp 2014 Annual Report 103

Notes To Consolidated Financial Statements

Statements of Cash Flows
 
Years Ended December 31,
(Dollars in thousands)
2014
 
2013
 
2012
Operating activities
 
 
 
 
 
Net income
$
65,000

 
$
48,349

 
$
67,303

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
 
Equity in undistributed (earnings) loss of subsidiaries
(39,517
)
 
4,321

 
105

Depreciation and amortization
24

 
26

 
27

Stock-based compensation expense
3,970

 
3,803

 
4,186

Deferred income taxes
180

 
(676
)
 
(207
)
(Decrease) increase in dividends payable
1,071

 
(7,691
)
 
673

(Decrease) increase in other liabilities
(1,654
)
 
7,719

 
(1,799
)
Decrease (increase) in other assets
(264
)
 
1,266

 
(139
)
Net cash provided by (used in) operating activities
28,810

 
57,117

 
70,149

 
 
 
 
 
 
Investing activities
 
 
 
 
 
Capital contributions to subsidiaries
(27,601
)
 
0

 
0

Outlays for business acquisitions
(17,065
)
 
0

 
0

Proceeds from disposal of subsidiaries
18,695

 
0

 
0

Proceeds from calls and maturities of investment securities
29

 
48

 
0

Purchases of investment securities
(192
)
 
(88
)
 
(474
)
Purchases of premises and equipment
0

 
(80
)
 
0

Other
0

 
307

 
109

Net cash provided by (used in) investing activities
(26,134
)
 
187

 
(365
)
 
 
 
 
 
 
Financing activities
 
 
 
 
 
Cash dividends paid on common stock
(34,848
)
 
(61,429
)
 
(67,797
)
Treasury stock purchase
(697
)
 
(11,778
)
 
(6,806
)
Proceeds from exercise of stock options, net of shares purchased
1,056

 
73

 
320

Excess tax benefit on share-based compensation
153

 
686

 
438

Other
(1,568
)
 
(2,632
)
 
(1,400
)
Net cash provided by (used in) financing activities
(35,904
)
 
(75,080
)
 
(75,245
)
Decrease in cash
(33,228
)
 
(17,776
)
 
(5,461
)
Cash at beginning of year
88,420

 
106,196

 
111,657

Cash at end of year
$
55,192

 
$
88,420

 
$
106,196




104 First Financial Bancorp 2014 Annual Report


Quarterly Financial And Common Stock Data (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
(Dollars in thousands, except per share data)
 
March 31
 
June 30
 
September 30
 
December 31
2014
 
 
 
 
 
 
 
 
Interest income
 
$
58,988

 
$
58,727

 
$
63,391

 
$
66,753

Interest expense
 
4,169

 
4,423

 
5,028

 
5,614

Net interest income
 
54,819

 
54,304

 
58,363

 
61,139

Provision for loan and lease losses
 
(1,033
)
 
(384
)
 
893

 
2,052

Noninterest income
 
 
 
 
 
 
 
 
Gain on sale of investment securities
 
50

 
0

 
0

 
20

FDIC loss sharing income
 
(508
)
 
1,108

 
(192
)
 
(43
)
Accelerated discount on covered loans
 
1,015

 
621

 
789

 
1,759

All other
 
13,618

 
14,608

 
15,914

 
15,206

Total noninterest income
 
14,175

 
16,337

 
16,511

 
16,942

Noninterest expenses
 
47,842

 
47,111

 
51,419

 
49,662

Income before income taxes
 
22,185

 
23,914

 
22,562

 
26,367

Income tax expense
 
7,081

 
7,961

 
7,218

 
7,768

Net income
 
$
15,104

 
$
15,953

 
$
15,344

 
$
18,599

 
 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.26

 
$
0.28

 
$
0.26

 
$
0.31

Diluted
 
$
0.26

 
$
0.28

 
$
0.26

 
$
0.30

Cash dividends paid per common share
 
$
0.15

 
$
0.15

 
$
0.15

 
$
0.15

Market price
 
 
 
 
 
 
 
 
High
 
$
18.20

 
$
18.43

 
$
17.66

 
$
19.00

Low
 
$
15.98

 
$
15.51

 
$
15.83

 
$
15.34

 
 
 
 
 
 
 
 
 
2013
 
 
 
 
 
 
 
 
Interest income
 
$
63,509

 
$
62,321

 
$
59,531

 
$
59,847

Interest expense
 
4,843

 
4,243

 
3,759

 
4,043

Net interest income
 
58,666

 
58,078

 
55,772

 
55,804

Provision for loan and lease losses
 
12,083

 
(5,874
)
 
6,706

 
(4,006
)
Noninterest income
 
 
 
 
 
 
 
 
Gain on sale of investment securities
 
1,536

 
188

 
0

 
0

FDIC loss sharing income
 
8,934

 
(7,384
)
 
5,555

 
(3,385
)
Accelerated discount on covered loans
 
1,935

 
1,935

 
1,711

 
1,572

All other
 
14,293

 
16,876

 
15,025

 
14,856

Total noninterest income
 
26,698

 
11,615

 
22,291

 
13,043

Noninterest expenses
 
53,106

 
53,283

 
48,801

 
70,285

Income before income taxes
 
20,175

 
22,284

 
22,556

 
2,568

Income tax expense
 
6,351

 
6,455

 
7,645

 
(1,217
)
Net income
 
$
13,824

 
$
15,829

 
$
14,911

 
$
3,785

 
 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.24

 
$
0.28

 
$
0.26

 
$
0.07

Diluted
 
$
0.24

 
$
0.27

 
$
0.26

 
$
0.07

Cash dividends paid per common share
 
$
0.28

 
$
0.28

 
$
0.24

 
$
0.27

Market price
 
 
 
 
 
 
 
 
High
 
$
16.07

 
$
16.05

 
$
16.47

 
$
17.59

Low
 
$
14.46

 
$
14.52

 
$
14.89

 
$
14.56


First Financial Bancorp common stock trades on the Nasdaq Stock Market under the symbol FFBC.

First Financial Bancorp 2014 Annual Report 105




Total Return to Shareholders


The following graph compares the five-year cumulative total return to shareholders of First Financial Bancorp common stock with that of companies that comprise the Nasdaq Composite Index and the KBW Regional Bank Index. The KBW Regional Bank Index is comprised of 50 bank holding companies headquartered throughout the country and is used frequently by investors when comparing First Financial Bancorp's stock performance to that of other similarly sized institutions. First Financial Bancorp is included in the KBW Regional Bank Index.

The following table assumes $100 invested on December 31, 2009 in First Financial Bancorp, the Nasdaq Composite Index and the KBW Regional Bank Index, and assumes that dividends are reinvested.


COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG FIRST FINANCIAL BANCORP, NASDAQ COMPOSITE INDEX
AND KBW REGIONAL BANK INDEX


 
2009
2010
2011
2012
2013
2014
First Financial Bancorp
100.00

129.96

122.77

116.24

147.20

162.76

Nasdaq Composite Index
100.00

118.14

117.20

137.98

193.39

222.02

KBW Regional Bank Index
100.00

120.41

114.18

129.31

189.82

194.41




106 First Financial Bancorp 2014 Annual Report


Shareholder Informatio n
 
2014 Annual Shareholder Meeting
 
The annual meeting of shareholders will be held on Tuesday, May 26, 2015, at 10:00 a.m. (EDT) at:
 
255 E. Fifth Street
9th Floor, Room 950
Cincinnati, OH 45202
 
Common Stock Listing
First Financial Bancorp’s common stock trades on the Nasdaq Stock Market under the symbol FFBC.
 
Registrar & Transfer Agent
Computershare Shareholder Services serves as the registrar and transfer agent for First Financial Bancorp common stock for registered shareholders. Shareholder account inquiries, including changes of address or ownership, transferring stock, and replacing lost certificates or dividend checks should be directed to Computershare Shareholder Services at:
 
Transfer Agent
Computershare Shareholder Services
P.O. Box 30170
College Station, TX 77842-3170
(800) 368-5948
 
Shareholders of record can also access their shareholder account records and request information related to their shareholder account via the internet. To register for online account access, go to: www.computershare.com/investor.
 
Dividend Reinvestment and Stock Purchase Plan
Shareholders of record holding 25 shares or more are eligible to participate in our Dividend Reinvestment Plan. Shareholders of record may elect to have cash dividends automatically reinvested in additional common shares and can also purchase additional common shares by making optional cash payments. To obtain a prospectus and authorization card to enroll in the plan, please visit the Investor Relations section of our website at www.bankatfirst.com/investor to print the documents or contact Investor Relations.
 
Investor Relations
Corporate and investor information, including news releases, webcasts, investor presentations, annual reports, proxy statements and SEC filings as well as information on the company’s corporate governance practices is available within the Investor Relations section of our website at www.bankatfirst.com/investor.
 
Shareholders, analysts and other investment professionals who would like corporate and financial information on First Financial Bancorp should contact:
 
Eric R. Stables
First Vice President, Investor Relations and Corporate Development
First Financial Bancorp
255 East Fifth Street, Suite 900
Cincinnati, OH  45202
Phone: 513-458-6454
E-mail: eric.stables@bankatfirst.com
 
Securities & Exchange Commission Filings
All reports filed electronically by First Financial Bancorp with the United States Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current event reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost within the Investor Relations section of our website at www.bankatfirst.com/investor, or by contacting Investor Relations. These filings are also accessible on the SEC’s website at www.sec.gov.
 
Media Requests
Members of the media should contact:
 
Adam Kiefaber
First Financial Bancorp
255 East Fifth Street, Suite 700
Cincinnati, OH  45202
Phone: 513-979-5735
E-mail: adam.kiefaber@bankatfirst.com

First Financial Bancorp 2014 Annual Report 107



First Financial Bancorp First Financial Center 255 East Fifth Street Suite 700, Cincinnati, OH 45202-4248 bankatfirst.com





EXHIBIT 21


FIRST FINANCIAL BANCORP. SUBSIDIARIES (as of 12/31/14)

Name
 
State of Other Jurisdiction of
Incorporation or Organization
First Financial Bank, National Association
 
Organized as a national banking association under the laws of the United States
First Financial Collateral, Inc.
 
Indiana
First Financial Equipment Finance, LLC
 
Ohio
First Financial Insurance Holding Company
 
Ohio
First Financial Insurance, Inc.
 
Ohio
Irwin Commercial Finance Corporation
 
Indiana
First Franchise Capital Corporation
 
Indiana
Irwin International Corporation
 
Edge Act
Irwin Commercial Finance Canada Corporation
 
Canada
Irwin Home Equity Corporation
 
Indiana
IHE Funding Corp. II
 
Delaware
Irwin Union Realty Corporation
 
Indiana
First Financial Securities Group, Inc.
 
Delaware
First Financial Preferred Capital, Inc.
 
Ohio






EXHIBIT 23



Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the following Registration Statements:

(1)
Registration Statement (Form S-8 No. 333-86781) pertaining to the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees and in the related Prospectus,
(2)
Registration Statement (Form S-8 No. 333-86781) pertaining to the First Financial Bancorp. 1999 Stock Option Plan for Non-Employee Directors and in the related Prospectus,
(3)
Registration Statement (Form S-3 No. 333-35745) pertaining to the First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan and in the related Prospectus,
(4)
Registration Statement (Form S-3 No. 333-156841) pertaining to the First Financial Bancorp. Fixed Rate Cumulative Perpetual Preferred Stock, Series A, common stock and common stock warrants, and in the related Prospectus,
(5)
Registration Statement (Form S-3 No. 333-153751) pertaining to the First Financial Bancorp. shelf registration for the sale of securities and in the related Prospectus,
(6)
Registration Statement (Form S-8 No. 333-168675) pertaining to the First Financial Bancorp. 2009 Employee Stock Plan and the First Financial Bancorp. 2009 Non-Employee Director Stock Plan and in the related Prospectus,
(7)
Registration Statement (Form S-8 No. 333-188593) pertaining to the First Financial Bancorp. 2012 Stock Plan and in the related Prospectus, and
(8)
Registration Statement (Form S-3 No. 333-197771) pertaining to the First Financial Bancorp. shelf registration for the sale of securities and in the related Prospectus;
of our report dated February 24, 2015 , with respect to the consolidated financial statements of First Financial Bancorp. and the effectiveness of internal control over financial reporting of First Financial Bancorp. incorporated by reference in this Annual Report (Form 10-K) of First Financial Bancorp. for the year ended December 31, 2014 .

 /s/ Ernst & Young LLP

Cincinnati, Ohio
February 24, 2015





EXHIBIT 31.1

CERTIFICATIONS

I, Claude E. Davis, Chief Executive Officer of First Financial Bancorp., certify that:

1.
I have reviewed this annual report on Form 10-K of First Financial Bancorp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 
2/24/2015
 
/s/ Claude E. Davis
 
 
 
Claude E. Davis
Chief Executive Officer





EXHIBIT 31.2

CERTIFICATIONS

I, John M. Gavigan, Senior Vice President and Chief Financial Officer of First Financial Bancorp., certify that:

1.
I have reviewed this annual report on Form 10-K of First Financial Bancorp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 
2/24/2015
 
/s/ John M. Gavigan
 
 
 
John M. Gavigan
Senior Vice President and Chief Financial Officer





EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the annual period ended December 31, 2014 , of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on February 24, 2015 (the “Report”), I, Claude E. Davis, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Claude E. Davis
Claude E. Davis
Chief Executive Officer
 
February 24, 2015





EXHIBIT 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the annual period ended December 31, 2014 , of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on February 24, 2015 (the “Report”), I, John M. Gavigan, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John M. Gavigan
John M. Gavigan
Senior Vice President and Chief Financial Officer
 
February 24, 2015