UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

~~FORM~~ ~~10-Q~~

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2019~~2020

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission file number 001-34762



FIRST FINANCIAL BANCORP /OH/
(Exact name of registrant as specified in its charter)

Ohio

31-1042001

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

~~Ohio~~

~~31-1042001~~

~~(State or other jurisdiction of~~

~~incorporation or organization)~~

~~(I.R.S. Employer~~

~~Identification No.)~~

255 East Fifth Street, Suite 800

Cincinnati,

Ohio

45202

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (~~877~~) (877) 322-9530

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, No par value

FFBC

The NASDAQ Stock Market LLC

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.


Large accelerated filer		☒	Accelerated filer	☐

~~Large accelerated~~Non-accelerated filer		☒☐	~~Accelerated filer~~Smaller reporting company	☐

~~Non-accelerated filer~~		☐	~~Smaller reporting company~~	☐

	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. The registrant has one class of common stock (no par value) with ~~99,382,268~~98,018,237 shares outstanding at November ~~6, 2019.~~5, 2020.

Table of Contents

FIRST FINANCIAL BANCORP.

INDEX



			Page No.

Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheets - September 30, ~~2019~~2020 (unaudited) and December 31, ~~2018~~2019			1

Consolidated Statements of Income - Three and Nine Months Ended September 30, 2020 and 2019 ~~and 2018~~ (unaudited)			2

Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2020 and 2019 ~~and 2018~~ (unaudited)			3

Consolidated Statements of Changes in Shareholders’ Equity - Three and Nine Months Ended September 30, 2020 and 2019 ~~and 2018~~ (unaudited)			45

Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2020 and 2019 ~~and 2018~~ (unaudited)			6

Notes to Consolidated Financial Statements (unaudited)			7

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations			3942

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			5459

Item 4 - Controls and Procedures			5459

Part II - OTHER INFORMATION

Item 1 - Legal Proceedings			5560

Item 1A - Risk Factors			5560

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			5660

Item 6 - Exhibits			5761

Signatures			5862

Table of Contents

Glossary of Abbreviations and Acronyms

First Financial has identified the following list of abbreviations and acronyms that are used in the Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations.

AFS

Available-for-sale

~~FDIC~~

~~Federal Deposit Insurance Corporation~~

~~ALLL~~

~~Allowance for loan and lease losses~~

~~FHLB~~

~~Federal Home Loan Bank~~

~~AOCI~~

~~Accumulated other comprehensive income~~

~~First Financial~~

~~First Financial Bancorp.~~

~~ASC~~

~~Accounting standards codification~~

Form 10-K

First Financial Bancorp. Annual Report on Form 10-K

~~ASU~~ACL

~~Accounting standards update~~Allowance for credit losses

FRB

Federal Reserve Bank

~~Bank~~ALLL

~~First Financial Bank~~Allowance for loan and lease losses

GAAP

U.S. Generally Accepted Accounting Principles

Allowance

Collectively or individually, Allowance for credit losses and Allowance for loan and lease losses

HTM

Held-to-maturity

AOCI

Accumulated other comprehensive income

Insignificant

Less than $0.1 million

ASC

Accounting standards codification

IRLC

Interest rate lock commitment

ASU

Accounting standards update

LGD

Loss Given Default

Bank

First Financial Bank

MD&A

Management's Discussion and Analysis of Financial Condition and Results of Operations

Basel III

Basel Committee regulatory capital reforms, Third Basel Accord

~~HTM~~MSFG

~~Held-to-maturity~~MainSource Financial Group, Inc.

BGF or Bannockburn

Bannockburn Global Forex, LLC

~~Insignificant~~N/A

~~Less than $0.1 million~~Not applicable

Bp/bps

Basis point(s)

~~IRLC~~NII

~~Interest rate lock commitment~~Net interest income

BOLI

Bank owned life insurance

~~MSFG~~OBS

~~MainSource Financial Group, Inc.~~Off-balance sheet

CDs

Certificates of deposit

~~N/A~~OREO

~~Not applicable~~

~~C&I~~

~~Commercial & industrial~~

~~NII~~

~~Net interest income~~

~~CRE~~

~~Commercial real estate~~

~~OREO~~

Other real estate owned

~~Company~~C&I

Commercial & industrial

PCA

Prompt corrective action

CRE

Commercial real estate

PCD

Purchased credit deteriorated

Company

First Financial Bancorp.

~~PCA~~PCI

~~Prompt corrective action~~Purchase credit impaired

DDA

Demand deposit account

~~ROU~~PD

~~Right-of-use~~Probability of default

~~ERM~~Dodd-Frank

Dodd–Frank Wall Street Reform and Consumer Protection Act

PPP

Paycheck Protection Program

EAD

Exposure at Default

PPPLF

Paycheck Protection Program Liquidity Facility

ERM

Enterprise risk management

~~SEC~~R&S

~~U.S. Securities~~Reasonable and ~~Exchange Commission~~supportable

EVE

Economic value of equity

~~Topic 842~~ROU

~~FASB ASC Topic 842, Leasing~~Right-of-use

Fair Value Topic

FASB ASC Topic 820, Fair Value Measurement

~~TDR~~SEC

~~Troubled debt restructuring~~U.S. Securities and Exchange Commission

FASB

Financial Accounting Standards Board

~~USD~~SOFR

Secured Overnight Financing Rate

FDIC

Federal Deposit Insurance Corporation

Topic 842

FASB ASC Topic 842, Leasing

FHLB

Federal Home Loan Bank

TDR

Troubled debt restructuring

FRB

Federal Reserve Bank

TTC

Through the cycle

First Financial

First Financial Bancorp.

USD

United States dollars

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	September 30, 2019			December 31, 2018				September 30, 2020		December 31, 2019
	(Unaudited)							(Unaudited)
Assets							Assets
Cash and due from banks	$	242,482		$	236,221		Cash and due from banks	$	207,128	$	200,691
Interest-bearing deposits with other banks	39,669			37,738			Interest-bearing deposits with other banks	38,806		56,948
Investment securities available-for-sale, at fair value (amortized cost $2,789,151 at September 30, 2019 and $2,792,326 at December 31, 2018)	2,850,502			2,779,255
Investment securities held-to-maturity (fair value $149,724 at September 30, 2019 and $424,118 at December 31, 2018)	148,778			429,328
Investment securities available-for-sale, at fair value (amortized cost $2,915,937 at September 30, 2020 and $2,798,298 at December 31, 2019)							Investment securities available-for-sale, at fair value (amortized cost $2,915,937 at September 30, 2020 and $2,798,298 at December 31, 2019)	3,004,963		2,852,084
Investment securities held-to-maturity (fair value $123,441 at September 30, 2020 and $142,821 at December 31, 2019)							Investment securities held-to-maturity (fair value $123,441 at September 30, 2020 and $142,821 at December 31, 2019)	118,072		142,862
Other investments	124,965			115,660			Other investments	118,292		125,020
Loans held for sale	23,528			4,372			Loans held for sale	69,008		13,680
Loans and leases							Loans and leases
Commercial & industrial	2,470,017			2,514,661			Commercial & industrial	3,292,313		2,465,877
Lease financing	92,616			93,415			Lease financing	74,742		88,364
Construction real estate	515,960			548,935			Construction real estate	575,648		493,182
Commercial real estate	4,015,908			3,754,681			Commercial real estate	4,347,125		4,194,651
Residential real estate	1,055,007			955,646			Residential real estate	1,027,702		1,055,949
Home equity	776,885			817,282			Home equity	754,743		771,869
Installment	88,275			93,212			Installment	84,629		82,589
Credit card	49,010			46,382			Credit card	43,907		49,184
Total loans and leases	9,063,678			8,824,214			Total loans and leases	10,200,809		9,201,665
Less: Allowance for loan and lease losses	56,552			56,542
Less: Allowance for credit losses (1)							Less: Allowance for credit losses (1)	168,544		57,650
Net loans and leases	9,007,126			8,767,672			Net loans and leases	10,032,265		9,144,015
Premises and equipment	213,681			215,652			Premises and equipment	209,474		214,506
Goodwill	937,689			880,251			Goodwill	937,771		937,771
Other intangibles	79,506			40,805			Other intangibles	67,419		76,201
Accrued interest and other assets	812,519			479,706			Accrued interest and other assets	1,122,449		747,847
Total assets	$	14,480,445		$	13,986,660		Total assets	$	15,925,647	$	14,511,625

Liabilities							Liabilities
Deposits							Deposits
Interest-bearing demand	$	2,316,301		$	2,307,071		Interest-bearing demand	$	2,632,467	$	2,364,881
Savings	2,924,200			3,167,325			Savings	3,446,678		2,960,979
Time	2,308,617			2,173,564			Time	1,935,392		2,240,441
Total interest-bearing deposits	7,549,118			7,647,960			Total interest-bearing deposits	8,014,537		7,566,301
Noninterest-bearing	2,534,739			2,492,434			Noninterest-bearing	3,552,893		2,643,928
Total deposits	10,083,857			10,140,394			Total deposits	11,567,430		10,210,229
Federal funds purchased and securities sold under agreements to repurchase	85,286			183,591			Federal funds purchased and securities sold under agreements to repurchase	247,658		165,181
FHLB short-term borrowings	1,128,900			857,100			FHLB short-term borrowings	0		1,151,000
Total short-term borrowings	1,214,186			1,040,691			Total short-term borrowings	247,658		1,316,181
Long-term debt	498,778			570,739			Long-term debt	1,341,164		414,376
Total borrowed funds	1,712,964			1,611,430			Total borrowed funds	1,588,822		1,730,557
Accrued interest and other liabilities	422,311			156,587			Accrued interest and other liabilities	521,580		323,134
Total liabilities	12,219,132			11,908,411			Total liabilities	13,677,832		12,263,920

Shareholders' equity							Shareholders' equity
Common stock - no par value
Authorized - 160,000,000 shares; Issued - 104,281,794 shares in 2019 and 2018	1,639,333			1,633,256
Common stock - 0 par value							Common stock - 0 par value
Authorized - 160,000,000 shares; Issued - 104,281,794 shares in 2020 and 2019							Authorized - 160,000,000 shares; Issued - 104,281,794 shares in 2020 and 2019	1,637,489		1,640,771
Retained earnings	685,368			600,014			Retained earnings	694,484		711,249
Accumulated other comprehensive income (loss)	15,450			(44,408		)	Accumulated other comprehensive income (loss)	42,266		13,323
Treasury stock, at cost, 4,186,975 shares in 2019 and 6,387,508 shares in 2018	(78,838		)	(110,613		)
Treasury stock, at cost, 6,282,031 shares in 2020 and 5,790,796 shares in 2019							Treasury stock, at cost, 6,282,031 shares in 2020 and 5,790,796 shares in 2019	(126,424)		(117,638)
Total shareholders' equity	2,261,313			2,078,249			Total shareholders' equity	2,247,815		2,247,705
Total liabilities and shareholders' equity	$	14,480,445		$	13,986,660		Total liabilities and shareholders' equity	$	15,925,647	$	14,511,625

(1) Beginning January 1, 2020, calculation is based on current expected loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

See Notes to Consolidated Financial Statements.

Table of Contents

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)


	Three months ended				Nine months ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest income
Loans and leases, including fees	$	103,249	$	126,786	$	324,924	$	376,207
Investment securities
Taxable	17,906		22,180		55,387		70,031
Tax-exempt	4,884		4,457		14,403		13,051
Total interest on investment securities	22,790		26,637		69,790		83,082
Other earning assets	31		222		220		638
Total interest income	126,070		153,645		394,934		459,927
Interest expense
Deposits	7,886		20,151		36,002		60,006
Short-term borrowings	51		7,199		6,412		19,805
Long-term borrowings	5,953		4,760		14,482		14,764
Total interest expense	13,890		32,110		56,896		94,575
Net interest income	112,180		121,535		338,038		365,352
Provision for credit losses - loans and leases (1)	15,299		5,228		57,038		25,969
Provision for credit losses - unfunded commitments (1)	(1,925)		(216)		2,013		(342)
Net interest income after provision for credit losses	98,806		116,523		278,987		339,725
Noninterest income
Service charges on deposit accounts	7,356		9,874		21,792		28,596
Trust and wealth management fees	3,855		3,718		12,438		11,731
Bankcard income	3,124		3,316		8,666		15,399
Client derivative fees	2,203		4,859		8,292		11,468
Foreign exchange income	10,530		1,708		27,072		1,725
Net gain from sales of loans	18,594		4,806		38,087		10,128
Net gain (loss) on sales/transfers of investment securities	2		105		(55)		(110)


Other	3,835		4,754		11,316		15,668
Total noninterest income	49,499		33,140		127,608		94,605
Noninterest expenses
Salaries and employee benefits	63,769		53,212		174,516		155,109
Net occupancy	5,625		5,509		17,107		17,735
Furniture and equipment	3,638		4,120		11,372		11,758
Data processing	6,837		5,774		20,245		15,885
Marketing	1,856		1,346		4,415		4,928
Communication	855		910		2,652		2,385
Professional services	2,443		4,771		6,923		9,062
State intangible tax	1,514		1,445		4,544		4,062
FDIC assessments	1,350		(1,097)		4,045		918
Intangible assets amortization	2,779		2,432		8,362		6,521
Other	6,845		8,020		21,685		21,082
Total noninterest expenses	97,511		86,442		275,866		249,445
Income before income taxes	50,794		63,221		130,729		184,885
Income tax expense	9,317		12,365		23,231		35,487
Net income	$	41,477	$	50,856	$	107,498	$	149,398
Net earnings per common share - basic	$	0.43	$	0.52	$	1.10	$	1.52
Net earnings per common share - diluted	$	0.42	$	0.51	$	1.10	$	1.51
Cash dividends declared per share	$	0.23	$	0.23	$	0.69	$	0.67
Average common shares outstanding - basic	97,247,080		98,517,025		97,400,942		98,177,802
Average common shares outstanding - diluted	98,008,733		99,077,723		98,117,463		98,723,173

Three months ended Nine months ended
September 30, September 30,
2019 2018 2019 2018
Interest income
Loans and leases, including fees $ 126,786
$ 123,397
$ 376,207
$ 320,607
Investment securities
Taxable 22,180
21,801
70,031
56,315
Tax-exempt 4,457
3,807
13,051
9,532
Total interest on investment securities 26,637
25,608
83,082
65,847
Other earning assets 222
215
638
499
Total interest income 153,645
149,220
459,927
386,953
Interest expense

Deposits 20,151
14,672
60,006
39,764
Short-term borrowings 7,199
6,052
19,805
12,847
Long-term borrowings 4,760
5,011
14,764
11,066
Total interest expense 32,110
25,735
94,575
63,677
Net interest income 121,535
123,485
365,352
323,276
Provision for loan and lease losses 5,228
3,238
25,969
9,276
Net interest income after provision for loan and lease losses 116,307
120,247
339,383
314,000
Noninterest income

Service charges on deposit accounts 9,874
10,316
28,596
24,923
Trust and wealth management fees 3,718
3,728
11,731
11,379
Bankcard income 3,316
5,261
15,399
13,998
Client derivative fees 4,859
3,029
11,468
6,249
Foreign exchange income 1,708
0
1,725
0
Net gain from sales of loans 4,806
1,739
10,128
4,643
Net gain (loss) on sales/transfers of investment securities 105
(167 ) (110 ) (197 )
Other 4,754
4,778
15,668
12,883
Total noninterest income 33,140
28,684
94,605
73,878
Noninterest expenses

Salaries and employee benefits 53,212
50,852
155,109
137,485
Net occupancy 5,509
6,765
17,735
17,893
Furniture and equipment 4,120
4,072
11,758
11,410
Data processing 5,774
4,502
15,885
22,478
Marketing 1,346
2,502
4,928
5,947
Communication 910
785
2,385
2,362
Professional services 4,771
2,621
9,062
10,478
State intangible tax 1,445
1,223
4,062
3,066
FDIC assessments (1,097 ) 734
918
2,951
Intangible assets amortization 2,432
2,486
6,521
5,130
Other 7,804
8,873
20,740
21,258
Total noninterest expenses 86,226
85,415
249,103
240,458
Income before income taxes 63,221
63,516
184,885
147,420
Income tax expense 12,365
12,859
35,487
29,839
Net income $ 50,856
$ 50,657
$ 149,398
$ 117,581
Net earnings per common share - basic $ 0.52
$ 0.52
$ 1.52
$ 1.37
Net earnings per common share - diluted $ 0.51
$ 0.51
$ 1.51
$ 1.36
Cash dividends declared per share $ 0.23
$ 0.20
$ 0.67
$ 0.58
Average common shares outstanding - basic 98,517,025
97,411,201
98,177,802
85,602,116
Average common shares outstanding - diluted 99,077,723
98,484,228
98,723,173
86,639,927

(1) Beginning January 1, 2020, calculation is based on current expected loss methodology. Prior to January 1, 2020, calculation was based on incurred loss methodology.

See Notes to Consolidated Financial Statements.

Table of Contents


FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)

	Three months ended				Nine months ended
	September 30,				September 30,
	2020		2019		2020		2019
Net income	$	41,477	$	50,856	$	107,498	$	149,398
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on debt securities arising during the period	5,434		9,915		27,861		57,930
Change in retirement obligation	401		269		1,082		805
Unrealized gain (loss) on derivatives	0		73		0		217

Other comprehensive income (loss)	5,835		10,257		28,943		58,952
Comprehensive income	$	47,312	$	61,113	$	136,441	$	208,350

See Notes to Consolidated Financial Statements.

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)

Three months ended Nine months ended
September 30, September 30,
2019 2018 2019 2018
Net income $ 50,856
$ 50,657
$ 149,398
$ 117,581
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on debt securities arising during the period 9,915
(10,185 ) 57,930
(28,993 )
Change in retirement obligation 269
347
805
1,164
Unrealized gain (loss) on derivatives 73
99
217
414
Other comprehensive income (loss) 10,257
(9,739 ) 58,952
(27,415 )
Comprehensive income $ 61,113
$ 40,918
$ 208,350
$ 90,166

See Notes to Consolidated Financial Statements.

Table of Contents

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in thousands except per share data)

(Unaudited)


	Common Stock			Retained		Accumulated other comprehensive		Treasury stock
	Shares	Amount		Earnings		income (loss)		Shares	Amount		Total
Balance at July 1, 2019	104,281,794	$	1,623,699	$	657,730	$	5,193	(5,634,104)	$	(98,433)	$	2,188,189

Net income				50,856							50,856
Other comprehensive income (loss)						10,257					10,257
Cash dividends declared:
Common stock at $0.23 per share				(23,218)							(23,218)
Purchase of common stock								(1,143,494)	(27,372)		(27,372)
Common stock issued in connection with business combinations		13,658						2,601,823	47,276		60,934



Restricted stock awards, net of forfeitures		271						(11,200)	(309)		(38)
Share-based compensation expense		1,705									1,705
Balance at September 30, 2019	104,281,794	$	1,639,333	$	685,368	$	15,450	(4,186,975)	$	(78,838)	$	2,261,313
Balance at July 1, 2020	104,281,794	$	1,635,070	$	675,532	$	36,431	(6,262,936)	$	(126,014)	$	2,221,019

Net income				41,477							41,477
Other comprehensive income (loss)						5,835					5,835
Cash dividends declared:
Common stock at $0.23 per share				(22,525)							(22,525)





Restricted stock awards, net of forfeitures		403						(19,095)	(410)		(7)
Share-based compensation expense		2,016									2,016
Balance at September 30, 2020	104,281,794	$	1,637,489	$	694,484	$	42,266	(6,282,031)	$	(126,424)	$	2,247,815

Common Stock Retained Accumulated other comprehensive Treasury stock
Shares Amount Earnings income (loss) Shares Amount Total
Balance at July 1, 2018 104,281,794
$ 1,632,572
$ 533,469
$ (43,158 ) (6,376,897 ) $ (109,946 ) $ 2,012,937
Net income
50,657
50,657
Other comprehensive income (loss) (9,739 ) (9,739 )
Cash dividends declared:
Common stock at $0.20 per share (19,581 ) (19,581 )
Warrant exercises (62 ) 3,623
62
0
Exercise of stock options, net of shares purchased (7 ) 1,387
24
17
Restricted stock awards, net of forfeitures (214 ) 4,619
(96 ) (310 )
Share-based compensation expense 1,539
1,539
Balance at September 30, 2018 104,281,794
$ 1,633,828
$ 564,545
$ (52,897 ) (6,367,268 ) $ (109,956 ) $ 2,035,520
Balance at July 1, 2019 104,281,794
$ 1,623,699
$ 657,730
$ 5,193
(5,634,104 ) $ (98,433 ) $ 2,188,189
Net income 50,856
50,856
Other comprehensive income (loss) 10,257
10,257
Cash dividends declared:
Common stock at $0.23 per share (23,218 ) (23,218 )
Purchase of common stock (1,143,494 ) (27,372 ) (27,372 )
Common stock issued in connection with business combinations 13,658
2,601,823
47,276
60,934
Restricted stock awards, net of forfeitures 271
(11,200 ) (309 ) (38 )
Share-based compensation expense 1,705
1,705
Balance at September 30, 2019 104,281,794
$ 1,639,333
$ 685,368
$ 15,450
(4,186,975 ) $ (78,838 ) $ 2,261,313

See Notes to Consolidated Financial Statements.

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FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in thousands except per share data)

(Unaudited)


	Common Stock			Retained		Accumulated other comprehensive		Treasury stock
	Shares	Amount		Earnings		income (loss)		Shares	Amount		Total
Balance at January 1, 2019	104,281,794	$	1,633,256	$	600,014	$	(44,408)	(6,387,508)	$	(110,613)	$	2,078,249
Impact of cumulative effect of adoption of new accounting principles				2,636		906					3,542
Net income				149,398							149,398
Other comprehensive income (loss)						58,952					58,952
Cash dividends declared:
Common stock at $0.67 per share				(66,680)							(66,680)
Purchase of common stock								(1,143,494)	(27,372)		(27,372)
Common stock issued in connection with business combinations		13,658						2,601,823	47,276		60,934

Warrant exercises		(7,830)						452,134	7,830		0
Exercise of stock options, net of shares purchased		(264)						20,424	354		90
Restricted stock awards, net of forfeitures		(5,954)						269,646	3,687		(2,267)
Share-based compensation expense		6,467									6,467
Balance at September 30, 2019	104,281,794	$	1,639,333	$	685,368	$	15,450	(4,186,975)	$	(78,838)	$	2,261,313
Balance at January 1, 2020	104,281,794	$	1,640,771	$	711,249	$	13,323	(5,790,796)	$	(117,638)	$	2,247,705
Impact of cumulative effect of adoption of new accounting principles				(56,882)							(56,882)
Net income				107,498							107,498
Other comprehensive income (loss)						28,943					28,943
Cash dividends declared:
Common stock at $0.69 per share				(67,381)							(67,381)
Purchase of common stock								(880,000)	(16,686)		(16,686)


Exercise of stock options, net of shares purchased		(140)						10,405	212		72
Restricted stock awards, net of forfeitures		(8,891)						378,360	7,688		(1,203)
Share-based compensation expense		5,749									5,749
Balance at September 30, 2020	104,281,794	$	1,637,489	$	694,484	$	42,266	(6,282,031)	$	(126,424)	$	2,247,815

Common Stock Retained Accumulated other comprehensive Treasury stock
Shares Amount Earnings income (loss) Shares Amount Total
Balance at January 1, 2018 68,730,731
$ 573,109
$ 491,847
$ (20,390 ) (6,661,644 ) $ (113,902 ) $ 930,664
Impact of cumulative effect of adoption of new accounting principles 5,092
(5,092 ) 0
Net income
117,581
117,581
Other comprehensive income (loss) (27,415 ) (27,415 )
Cash dividends declared:
Common stock at $0.58 per share (49,975 ) (49,975 )
Common stock issued in connection with business combinations 35,551,063
1,045,876
1,045,876
Stock options and warrants acquired and converted in connection with business combinations 16,037
16,037
Warrant exercises (984 ) 57,530
984
0
Exercise of stock options, net of shares purchased (282 ) 32,941
566
284
Restricted stock awards, net of forfeitures (4,913 ) 203,905
2,396
(2,517 )
Share-based compensation expense 4,985
4,985
Balance at September 30, 2018 104,281,794
$ 1,633,828
$ 564,545
$ (52,897 ) (6,367,268 ) $ (109,956 ) $ 2,035,520
Balance at January 1, 2019 104,281,794
$ 1,633,256
$ 600,014
$ (44,408 ) (6,387,508 ) $ (110,613 ) $ 2,078,249
Impact of cumulative effect of adoption of new accounting principles 2,636
906
3,542
Net income 149,398
149,398
Other comprehensive income (loss) 58,952
58,952
Cash dividends declared:
Common stock at $0.67 per share (66,680 ) (66,680 )
Purchase of common stock (1,143,494 ) (27,372 ) (27,372 )
Common stock issued in connection with business combinations 13,658
2,601,823
$ 47,276
60,934
Warrant exercises (7,830 ) 452,134
7,830
0
Exercise of stock options, net of shares purchased (264 ) 20,424
354
90
Restricted stock awards, net of forfeitures (5,954 ) 269,646
3,687
(2,267 )
Share-based compensation expense 6,467
6,467
Balance at September 30, 2019 104,281,794
$ 1,639,333
$ 685,368
$ 15,450
(4,186,975 ) $ (78,838 ) $ 2,261,313

See Notes to Consolidated Financial Statements.

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FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Nine months ended							Nine months ended
	September 30,							September 30,
	2019			2018				2020		2019
Operating activities							Operating activities
Net income	$	149,398		$	117,581		Net income	$	107,498	$	149,398
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	25,969			9,276
Provision for credit losses							Provision for credit losses	59,051		25,969
Depreciation and amortization	20,136			17,326			Depreciation and amortization	24,955		20,136
Stock-based compensation expense	6,467			4,985			Stock-based compensation expense	5,749		6,467
Pension expense (income)	781			521			Pension expense (income)	1,705		781
Net amortization (accretion) on investment securities	8,663			8,209			Net amortization (accretion) on investment securities	13,570		8,663
Net (gain) loss on sales of investment securities	110			197			Net (gain) loss on sales of investment securities	55		110
Originations of loans held for sale	(269,271		)	(113,142		)	Originations of loans held for sale	(691,716)		(269,271)
Net gains from sales of loans held for sale	(10,128		)	(4,643		)	Net gains from sales of loans held for sale	(38,087)		(10,128)
Proceeds from sales of loans held for sale	260,243			112,904			Proceeds from sales of loans held for sale	674,475		260,243
Deferred income taxes	12,626			(349		)	Deferred income taxes	(9,744)		12,626
Amortization of operating leases	5,494			0			Amortization of operating leases	5,973		5,494
Payments for operating leases	(5,652		)	0			Payments for operating leases	(5,801)		(5,652)
Decrease (increase) cash surrender value of life insurance	(3,017		)	(4,484		)	Decrease (increase) cash surrender value of life insurance	(985)		(3,017)
Decrease (increase) in interest receivable	201			(4,264		)	Decrease (increase) in interest receivable	(13,262)		201
(Decrease) increase in interest payable	1,160			3,597			(Decrease) increase in interest payable	(4,559)		1,160
Decrease (increase) in other assets	(232,483		)	1,875			Decrease (increase) in other assets	(350,021)		(232,483)
(Decrease) increase in other liabilities	137,405			24,990			(Decrease) increase in other liabilities	177,275		137,405
Net cash provided by (used in) operating activities	108,102			174,579			Net cash provided by (used in) operating activities	(43,869)		108,102

Investing activities							Investing activities
Proceeds from sales of securities available-for-sale	400,533			259,518			Proceeds from sales of securities available-for-sale	42,628		400,533
Proceeds from calls, paydowns and maturities of securities available-for-sale	401,586			271,597			Proceeds from calls, paydowns and maturities of securities available-for-sale	658,521		401,586
Purchases of securities available-for-sale	(518,455		)	(566,528		)	Purchases of securities available-for-sale	(787,048)		(518,455)

Proceeds from calls, paydowns and maturities of securities held-to-maturity	12,073			31,964			Proceeds from calls, paydowns and maturities of securities held-to-maturity	25,005		12,073
Purchases of securities held-to-maturity	0			(14,014		)

Purchases of other investment securities	(11,620		)	0			Purchases of other investment securities	(18,659)		(11,620)
Net decrease (increase) in interest-bearing deposits with other banks	(1,931		)	4,985			Net decrease (increase) in interest-bearing deposits with other banks	18,142		(1,931)
Net decrease (increase) in loans and leases	(267,320		)	(45,783		)	Net decrease (increase) in loans and leases	(1,007,585)		(267,320)
Proceeds from disposal of other real estate owned	1,207			3,138			Proceeds from disposal of other real estate owned	1,487		1,207
Purchases of premises and equipment	(15,227		)	(15,544		)	Purchases of premises and equipment	(13,404)		(15,227)

Net cash acquired (paid) from business combinations	(51,663		)	64,941			Net cash acquired (paid) from business combinations	0		(51,663)
Net cash (paid) received for branch divestitures	118			(41,197		)	Net cash (paid) received for branch divestitures	0		118
Net cash provided by (used in) investing activities	(50,699		)	(46,923		)	Net cash provided by (used in) investing activities	(1,080,913)		(50,699)

Financing activities							Financing activities
Net (decrease) increase in total deposits	(56,419		)	(406,450		)	Net (decrease) increase in total deposits	1,357,201		(56,419)
Net (decrease) increase in short-term borrowings	173,495			284,092			Net (decrease) increase in short-term borrowings	(1,068,523)		173,495
Payments on long-term debt	(74,454		)	(52,274		)	Payments on long-term debt	(105,201)		(74,454)
Proceeds from FHLB borrowings	0			150,000
Proceeds from long-term borrowings							Proceeds from long-term borrowings	881,673		0
Proceeds from issuance of long-term borrowings							Proceeds from issuance of long-term borrowings	150,000		0
Cash dividends paid on common stock	(66,482		)	(60,670		)	Cash dividends paid on common stock	(67,317)		(66,482)
Treasury stock purchase	(27,372		)	0			Treasury stock purchase	(16,686)		(27,372)
Proceeds from exercise of stock options	90			284			Proceeds from exercise of stock options	72		90
Net cash provided by (used in) financing activities	(51,142		)	(85,018		)	Net cash provided by (used in) financing activities	1,131,219		(51,142)

Cash and due from banks							Cash and due from banks
Change in cash and due from banks	6,261			42,638			Change in cash and due from banks	6,437		6,261
Cash and due from banks at beginning of period	236,221			150,650			Cash and due from banks at beginning of period	200,691		236,221
Cash and due from banks at end of period	$	242,482		$	193,288		Cash and due from banks at end of period	$	207,128	$	242,482

Supplemental schedule for investing activities							Supplemental schedule for investing activities
Business combinations							Business combinations
Assets acquired, net of purchase consideration	$	(39,140	)	$	3,341,999		Assets acquired, net of purchase consideration	$	0	$	(39,140)
Liabilities assumed	18,298			4,018,948			Liabilities assumed	0		18,298
Goodwill	$	57,438		$	676,949		Goodwill	$	0	$	57,438

See Notes to Consolidated Financial Statements.

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FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2019~~2020

(Unaudited)

NOTE 1: ~~BASIS~~SUMMARY OF ~~PRESENTATION~~SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation.The Consolidated Financial Statements of First Financial Bancorp., a financial holding company principally serving Ohio, Indiana, Kentucky and Illinois, include the accounts and operations of First Financial and its wholly-owned subsidiary, First Financial Bank. All significant intercompany transactions and accounts have been eliminated in consolidation. Certain reclassifications of prior periods' amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. These estimates, assumptions and judgments are inherently subjective and may be susceptible to significant change. Actual realized amounts could differ materially from these estimates.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and accompanying notes necessary to constitute a complete set of financial statements required by GAAP and should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. Management believes these unaudited consolidated financial statements reflect all adjustments of a normal recurring nature which are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. The Consolidated Balance Sheet as of December 31, ~~2018~~2019 has been derived from the audited financial statements in the Company’s ~~2018~~2019 Form 10-K.

Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. These estimates, assumptions and judgments are inherently subjective and may be susceptible to significant change. Actual realized amounts could differ materially from these estimates.

COVID-19. In the first nine months of 2020, First Financial's operations and financial results were significantly impacted by the COVID-19 pandemic. The spread of COVID-19 has caused significant economic disruption throughout the United States as state and local governments issued stay at home orders and temporarily closed non-essential businesses. The potential financial impact from the pandemic is unknown at this time, however prolonged disruption may adversely impact several industries within the Company's geographic footprint and impair the ability of First Financial's customers to fulfill their contractual obligations to the Company. This could cause First Financial to experience a material adverse effect on business operations, asset valuations, financial condition and results of operations. Material adverse impacts may include all or a combination of valuation impairments on First Financial's intangible assets, investments, loans, mortgage servicing rights or counter-party risk derivatives.

Investment securities. First Financial classifies debt securities into three categories: HTM, trading and AFS. Management classifies investment securities into the appropriate category at the time of purchase and re-evaluates that classification as deemed appropriate.

Investment securities are classified as HTM when First Financial has the positive intent and ability to hold the securities to maturity. HTM 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. Fair value is determined using quoted market prices. Gains or losses on trading securities, both realized and unrealized, are reported in noninterest income.

Investment securities not classified as either HTM or trading are classified as AFS. AFS 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 HTM or AFS 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 and accretion are considered an adjustment to the yield on the security and included in interest income from investments. Interest and dividends are also included in interest income from investment securities in the Consolidated Statements of Income. Realized gains and losses are based on the amortized cost of the security sold using the specific identification method.

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Allowance for credit losses - held-to-maturity securities. Management measures expected credit losses on held-to-maturity debt securities on a collective basis by security type. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management classifies the held-to-maturity portfolio into the following major security types: Mortgage-backed, CMOs and Obligations of state and other political subdivisions.

Nearly all of the HTM securities held by the Company are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The remainder of the Company's HTM securities are non-agency collateralized mortgage obligations and obligations of state and other political subdivisions which currently carry ratings no lower than A+. Accrued interest receivable on held-to maturity debt securities, which totaled $0.2 million as of September 30, 2020, is excluded by policy election from the estimate of credit losses.

Allowance for credit losses - available-for-sale securities. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.

If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit loss is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on available-for-sale debt securities, which totaled $11.7 million as of September 30, 2020, is excluded from the estimate of credit losses.

Allowance for credit losses - loans and leases.The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Management's determination of the adequacy of the ACL is based on an assessment of the expected credit losses on loan and leases over the expected life of the loan. The ACL is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. Loans are charged off when management believes that the collection of the principal amount owed in full, either through payments from the borrower or a guarantor or from the liquidation of collateral, is unlikely. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Any interest that is accrued but not collected is reversed against interest income when a loan is placed on nonaccrual status, which typically occurs prior to charging off all, or a portion, of a loan. The Company made the policy election to exclude accrued interest receivable on loans and leases from the estimate of credit losses.

Management estimates the allowance balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience paired with economic forecasts provide the basis for the quantitatively modeled estimation of expected credit losses. First Financial adjusts its quantitative model, as necessary, to reflect conditions not already considered by the quantitative model. These adjustments are commonly known as the Qualitative Framework.

First Financial quantitatively models expected credit loss using PD, LGD and EAD over the R&S forecast period, reversion and post-reversion periods.

Utilizing third-party software, the Bank forecasts PD by using a parameterized transition matrix approach. Average transition matrices are calculated over the TTC period, which was defined as the period from December 2007 to December 2016. TTC transition matrices are adjusted under forward-looking macroeconomic expectations to obtain R&S forecasts.

First Financial is not required to develop forecasts over full the contractual term of the financial asset or group of financial assets. Rather, for periods beyond which the entity is able to make or obtain R&S forecasts of expected credit losses, the Company reverts in a straight line manner over a one year period to an average TTC loss level that is reflective of the

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prepayment adjusted contractual term of the financial asset or group of financial assets. The R&S period, elected by the bank to be two years, is forecasted using econometric data sourced from Moody's, an industry-leading independent third party.

FFB utilizes a non-parametric loss curve approach embedded within a third-party software for estimating LGD. The PD multiplied by LGD produces an expected loss rate that, when calculating the ACL, is applied to contractual loan cash flows, adjusted for expected future rates of principal prepayments.

The Company adjusts its quantitative model for certain qualitative factors to reflect the extent to which management expects current conditions and R&S forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The Qualitative Framework reflects changes related to relevant data, such as changes in asset quality trends, portfolio growth and composition, national and local economic factors, credit policy and administration and other factors not considered in the base quantitative model.

Loans that do not share risk characteristics are evaluated on an individual basis. First Financial will typically evaluate on an individual basis any loans that are on nonaccrual, designated as a TDR, or reasonably expected to be designated as a TDR. When management determines that foreclosure is probable or when repayment is expected to be provided substantially through the operation or sale of underlying collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs. For loans evaluated on an individual basis that are not determined to be collateral dependent, a discounted cash flow analysis is performed to determine expected credit losses.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. Credit card receivables do not have stated maturities. In determining the estimated life of a credit card receivable, management first estimates the future cash flows expected to be received and then applies those expected future cash flows to the credit card balance.

Allowance for credit losses - unfunded commitments. Effective January 1, 2020, First Financial adopted ASC 326, at which time First Financial estimated expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life consistent with the Company's ACL methodology for loans and leases. Adjustments to the reserve for unfunded commitments are recorded in Provision for credit losses - unfunded commitments in the Consolidated Statements of Income.

Prior to the adoption of ASC 326, First Financial maintained its reserve to absorb probable losses incurred in standby letters of credit and outstanding loan commitments. First Financial determined the adequacy of this reserve based upon an evaluation of the unfunded credit facilities, which included consideration of historical commitment utilization experience, credit risk ratings and historical loss rates, consistent with the Company's ALLL methodology at the time.

NOTE 2: ACCOUNTING STANDARDS RECENTLY ADOPTED ~~AND~~OR ISSUED ~~ACCOUNTING STANDARDS~~

~~Accounting Guidance~~Standards Adopted in ~~2019~~2020

On January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the previously required incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In ~~February 2016,~~addition, ASC 326 made changes to the ~~FASB issued~~accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an ~~update (ASU 2016-02, Leases) which requires lessees~~allowance rather than as a write-down on available-for-sale debt securities that management does not intend to ~~record most leases on their balance sheet and recognize leasing expenses in the income statement. Operating leases where the Bank~~sell or believes that it is the lessee, except for short-term leases that are subject to an accounting policy election, were recorded on the balance sheet by establishing a lease liability and corresponding ROU asset. All entities aremore likely than not they will be required to ~~use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. As the~~sell. The Company ~~elected the transition option provided in ASU No. 2018-11,~~adopted ASC 326 using the modified retrospective ~~approach was applied on~~method for all financial assets measured at amortized cost and OBS credit exposures. Results for reporting periods beginning after January 1, ~~2019 (as opposed~~2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $56.9 million as of January 1, ~~2017).~~ 2020 for the cumulative effect of

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adopting ASC 326. As detailed in the following table, the transition adjustment included a $61.5 million increase to ACL, a $12.2 million increase in the ACL for unfunded commitments and a $16.8 million decrease in deferred tax liabilities.

The Company ~~also elected certain relief options offered in ASU 2016-02 including~~adopted CECL using the ~~package of practical expedients,~~prospective transition approach for financial assets purchased with credit deterioration that were previously classified as purchased credit impaired and accounted for under ASC 310-30. In accordance with the option not to separate lease and non-lease components and instead to account for them as a single lease component and the option not to recognize ROU assets and lease liabilities that arise from short-term leases. The Companystandard, First Financial did not ~~elect~~reassess whether PCI assets met the ~~hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment~~definition of ROU assets. The guidance in this ASU became effective January 1, 2019 at which time the Company recorded on the Consolidated Balance Sheet an ROU asset of $60.2 million and a lease liability of $65.8 million. For further detail, see Note 7 – Leases.

~~In March 2017, the FASB issued an update (ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities) which~~ amended the amortization period for certain purchased callable debt securities held at a premium and shortens the amortization period for the premium to the earliest call date rather than as an adjustment of yield over the contractual life of the instrument. This update more closely aligns the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities, as in most cases, market participants price securities to the call date that produces the worst yield when the coupon is above current market rates (that is, the security is trading at a premium) and price securities to maturity when the coupon is below market rates (that is, the security is trading at a discount) in anticipation that the borrower will act in its economic best interest in an attempt to more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. The guidance in this ASU became effective in January 1, 2019 and did not have a material impact on the Consolidated Financial Statements.

In August 2017, the FASB issued an update (ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities) to better align financial reporting for hedging activities with the economic objectives of those activities. This update aligns certain aspects of hedge documentation, effectiveness assessments, accounting and disclosures and expands permissible hedge strategiesPCD assets as of the date of adoption. The guidance in this ASU became effective January 1, 2019. Upon adoption, the Company reclassified $268.7 million of HTM securities to AFS, resulting in a $0.2 million loss in the Consolidated Statement of Income.

~~Accounting Guidance Issued But Not Yet Adopted~~

~~In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses~~

on Financial Instruments) which significantly changes how entities are required to measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This update will replace the current incurred loss approach for estimating credit losses with an expected loss model for instruments measured at amortized cost, including loans and leases. Expected credit losses are required to be based on amortized cost and reflect losses expected over the remaining contractual life of the asset. Management is expected to consider any available information relevant to assessing the collectibility of contractual cash flows, such as information about past events, current conditions, voluntary prepayments and reasonable and supportable forecasts, when developing expected credit loss estimates. This update also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the ALLL, including the disclosure of the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.

In addition to the new framework for calculating the ALLL, this update requires allowances for available-for-sale debt securities rather than a reduction of the security's carrying amount under the current other-than-temporary impairment model. This update also simplifies the accounting model for purchased credit-impaired debt securities and loans and will require new and updated footnote disclosures.

The ~~guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2019.~~

First Financial currently expects as of January 1, 2020 to recognize a one-time cumulative effect adjustment to increase the ALLL with an offsetting reduction to the retained earnings component of equity. In December 2018, the federal bank regulatory agencies approved a final rule ~~that modifies their regulatory capital rules and~~ provides ~~institutions~~banking organizations the option to phase in over a three-year period ~~any~~the day-one adverse effects on regulatory capital ~~effects~~that may result from the adoption of ~~this update.~~the new accounting standard. In March 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. First Financial ~~has formed a cross-functional internal management committee and engaged a third party vendor to assist with~~is adopting the capital transition torelief over the ~~guidance set forth in this update.~~five year permissible period.

The ~~allowance model estimates losses over~~impact of adopting ASC 326 was as follows:


	January 1, 2020
(dollars in thousands)	As Reported under ASC 326		Pre-ASC 326		Impact of ASC 326 Adoption
Assets


Loans
Commercial and industrial	$	28,485	$	18,584	$	9,901
Lease financing	1,089		971		118
Construction real estate	13,960		2,381		11,579
Commercial real estate	47,697		23,579		24,118
Residential real estate	10,789		5,299		5,490
Home equity	13,217		4,787		8,430
Installment	1,193		392		801
Credit card	2,725		1,657		1,068
Allowance for credit losses on loans	$	119,155	$	57,650	$	61,505

Liabilities
Deferred tax liability	$	16,252	$	33,030	$	(16,778)
Allowance for credit losses on OBS credit exposures	12,740		585		12,155

For more information on the ~~expected life~~calculation of the ~~portfolio~~ACL, please refer to Note 1 - Summary of Significant Accounting Policies and ~~includes a qualitative framework to account~~Note 5 - Allowance for Credit Losses.

During the ~~drivers~~first quarter of ~~credit losses that are not captured by~~2020, the quantitative model. Based upon preliminary modeling results, management estimates that the reserve will increase to between 1.12% to 1.32% of total loans upon adoption of this ASU. The expected increase in the reserve is significantly impacted by the number of loans acquired in previous acquisitions. This estimate is subject to change based upon the continued review of the model, the finalization of internal controls ensuring model effectiveness, management’s judgment, as well as the current and forecasted macroeconomic conditions and the composition of the loan and lease portfolio at the time of adoption. Adoption of thisCompany adopted ASU ~~may also result in a more volatile provision for credit losses in future periods.~~

~~In August 2018, the FASB issued an update (ASU~~ No. 2018-13, Disclosure Framework: Changes to the Disclosure Requirements for Fair Value ~~Measurement)~~Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Under the changes, entities ~~will~~are no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but ~~will be required to~~must disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ~~The update is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted.~~ This update isdid not ~~expected to~~ have a material impact on the Company’s Consolidated Financial Statements.

NOTE 3: INVESTMENTS

For the three months ended September 30, ~~2019,~~2020, there were sales of ~~$284.9~~$1.3 million of AFS securities with ~~$1.2 million in~~insignificant gross realized gains and ~~$1.1 million~~ gross realized losses. For the three months ended September 30, ~~2018,~~2019, proceeds on the sale of ~~$43.3~~$284.9 million of AFS securities resulted in $1.2 million in gross realized gains and ~~losses~~$1.1 million in gross realized losses. For the nine months ended September 30, 2020, there were sales of ~~$0.3~~$42.6 million of AFS securities with $0.1 million in gross realized gains and ~~$0.4~~$0.2 million ~~respectively.~~

in gross realized losses. For the nine months ended September 30, 2019, there were ~~sales of~~ $400.5 million sales of AFS securities with $1.9 million in gross realized gains and $1.8 million in gross realized losses. In conjunction with the

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adoption of ASU 2017-12 in the first quarter of

2019, First Financial reclassified $268.7 million of HTM securities to AFS resulting in a $0.2 million realized loss recorded in the Consolidated Statement of Income. For the nine months ended September 30, 2018, proceeds on the sale of $259.5 million of AFS securities resulted in gross gains and losses of $0.3 million and $0.5 million. To align with post-merger investment strategies, during the second quarter of 2018 First Financial reclassified $367.9 million of HTM securities to AFS and sold certain securities.

The following is a summary of HTM and AFS investment securities as of September 30, ~~2019:~~2020:


	Held-to-maturity								Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss		Fair value		Amortized cost		Unrealized gain		Unrealized loss		Fair value
U.S. Treasuries	$	0	$	0	$	0	$	0	$	99	$	4	$	0	$	103
Securities of U.S. government agencies and corporations	0		0		0		0		59		1		0		60
Mortgage-backed securities - residential	16,069		250		0		16,319		393,395		16,084		(59)		409,420
Mortgage-backed securities - commercial	84,701		3,834		0		88,535		550,408		10,943		(4,791)		556,560
Collateralized mortgage obligations	6,987		93		0		7,080		680,581		25,891		(339)		706,133
Obligations of state and other political subdivisions	10,315		1,192		0		11,507		761,589		41,007		(599)		801,997
Asset-backed securities	0		0		0		0		433,811		2,963		(2,978)		433,796
Other securities	0		0		0		0		95,995		1,496		(597)		96,894
Total	$	118,072	$	5,369	$	0	$	123,441	$	2,915,937	$	98,389	$	(9,363)	$	3,004,963

Held-to-maturity Available-for-sale
(Dollars in thousands) Amortized
cost Unrecognized gain Unrecognized loss Fair
value
Amortized
cost

Unrealized
gain

Unrealized
loss
Fair
value
U.S. Treasuries $ 0
$ 0
$ 0
$ 0
$ 99
$ 1
$ 0
$ 100
Securities of U.S. government agencies and corporations 0
0
0
0
156
3
0
159
Mortgage-backed securities - residential 22,367
184
(41 ) 22,510
416,446
9,679
(103 ) 426,022
Mortgage-backed securities - commercial 104,586
1,105
(828 ) 104,863
440,457
6,929
(2,052 ) 445,334
Collateralized mortgage obligations 10,545
0
(118 ) 10,427
799,072
20,067
(208 ) 818,931
Obligations of state and other political subdivisions 11,280
705
(61 ) �� 11,924
588,634
25,140
(61 ) 613,713
Asset-backed securities 0
0
0
0
465,542
1,652
(1,107 ) 466,087
Other securities 0
0
0
0
78,745
1,654
(243 ) 80,156
Total $ 148,778
$ 1,994
$ (1,048 ) $ 149,724
$ 2,789,151
$ 65,125
$ (3,774 ) $ 2,850,502

The following is a summary of HTM and AFS investment securities as of December 31, ~~2018:~~2019:


	Held-to-maturity								Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss		Fair value		Amortized cost		Unrealized gain		Unrealized loss		Fair value
U.S. Treasuries	$	0	$	0	$	0	$	0	$	99	$	1	$	0	$	100
Securities of U.S. government agencies and corporations	0		0		0		0		156		2		0		158
Mortgage-backed securities - residential	20,818		122		(174)		20,766		421,945		9,709		(99)		431,555
Mortgage-backed securities - commercial	101,267		571		(1,225)		100,613		474,174		4,988		(2,644)		476,518
Collateralized mortgage obligations	9,763		0		(108)		9,655		769,076		16,753		(385)		785,444
Obligations of state and other political subdivisions	11,014		804		(31)		11,787		652,986		23,729		(462)		676,253
Asset-backed securities	0		0		0		0		400,081		1,414		(1,064)		400,431
Other securities	0		0		0		0		79,781		1,959		(115)		81,625
Total	$	142,862	$	1,497	$	(1,538)	$	142,821	$	2,798,298	$	58,555	$	(4,769)	$	2,852,084

Held-to-maturity Available-for-sale
(Dollars in thousands) Amortized
cost Unrecognized gain Unrecognized
loss Fair
value Amortized
cost Unrealized
gain Unrealized
loss Fair
value
U.S. Treasuries $ 0
$ 0
$ 0
$ 0
$ 99
$ 0
$ (2 ) $ 97
Securities of U.S. government agencies and corporations 0
0
0
0
32,095
57
(233 ) 31,919
Mortgage-backed securities - residential 25,565
0
(1,045 ) 24,520
565,071
691
(7,163 ) 558,599
Mortgage-backed securities - commercial 147,780
258
(4,385 ) 143,653
423,797
819
(3,581 ) 421,035
Collateralized mortgage obligations 12,540
0
(633 ) 11,907
928,586
4,319
(6,158 ) 926,747
Obligations of state and other political subdivisions 243,443
1,954
(1,359 ) 244,038
257,300
2,554
(1,429 ) 258,425
Asset-backed securities 0
0
0
0
511,430
611
(2,810 ) 509,231
Other securities 0
0
0
0
73,948
358
(1,104 ) 73,202
Total $ 429,328
$ 2,212
$ (7,422 ) $ 424,118
$ 2,792,326
$ 9,409
$ (22,480 ) $ 2,779,255

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The following table provides a summary of investment securities by contractual maturity as of September 30, ~~2019,~~2020, except for residential and commercial mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, which are shown as single totals due to the unpredictability of the timing in principal repayments.


	Held-to-maturity				Available-for-sale
(Dollars in thousands)	Amortized cost		Fair value		Amortized cost		Fair value
By Contractual Maturity:
Due in one year or less	$	0	$	0	$	4,098	$	4,133
Due after one year through five years	0		0		53,902		55,486
Due after five years through ten years	5,784		6,864		183,872		190,863
Due after ten years	4,531		4,643		615,870		648,572
Mortgage-backed securities - residential	16,069		16,319		393,395		409,420
Mortgage-backed securities - commercial	84,701		88,535		550,408		556,560
Collateralized mortgage obligations	6,987		7,080		680,581		706,133
Asset-backed securities	0		0		433,811		433,796
Total	$	118,072	$	123,441	$	2,915,937	$	3,004,963

Held-to-maturity Available-for-sale
(Dollars in thousands)
Amortized
cost

Fair
value

Amortized
cost

Fair
value
By Contractual Maturity:
Due in one year or less $ 0
$ 0
$ 8,694
$ 8,713
Due after one year through five years 0
0
48,276
49,127
Due after five years through ten years 4,321
4,830
147,357
152,333
Due after ten years 6,959
7,094
463,307
483,955
Mortgage-backed securities - residential 22,367
22,510
416,446
426,022
Mortgage-backed securities - commercial 104,586
104,863
440,457
445,334
Collateralized mortgage obligations 10,545
10,427
799,072
818,931
Asset-backed securities 0
0
465,542
466,087
Total $ 148,778
$ 149,724
$ 2,789,151
$ 2,850,502

Unrealized 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 value. ~~First Financial~~For securities in an unrealized loss position, the Company first assesses whether it intends to sell or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the ~~percentage loss on a security, duration of~~extent to which fair value is less than amortized cost, any changes to the ~~loss, average life or duration of the security, credit~~ rating of the security by a rating agency and ~~payment performance, as well as the Company's intent and ability~~adverse conditions specifically related to ~~hold~~ the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to ~~maturity, when determining whether any impairment is other than temporary.~~ be collected from the security are compared to the amortized cost basis of the security.

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 September 30, ~~2019~~2020 or December 31, ~~2018.~~2019.

As of September 30, ~~2019,~~2020, the Company's investment securities portfolio consisted of ~~1,284~~1,291 securities, of which 119 were in an unrealized loss position. As of December 31, ~~2018,~~2019, the Company's investment securities portfolio consisted of ~~1,417~~1,273 securities, of which ~~504~~140 were in an unrealized loss position.

Primarily all of First Financial’s HTM debt securities are issued by U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. The remainder of the Company's HTM securities are non-agency collateralized mortgage obligations and obligations of state and other political subdivisions which currently carry ratings no lower than A+. There were 0 HTM securities on nonaccrual status, past due or in a loss position as of September 30, 2020. Therefore, the Company did not record an allowance for credit losses for these securities as of September 30, 2020.

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The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and the length of time the individual securities have been in a continuous loss position:


	September 30, 2020
	Less than 12 months				12 months or more				Total
(Dollars in thousands)	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
U.S. Treasuries	$	0	$	0	$	0	$	0	$	0	$	0
Securities of U.S. Government agencies and corporations	0		0		0		0		0		0
Mortgage-backed securities - residential	20,145		(59)		0		0		20,145		(59)
Mortgage-backed securities - commercial	145,885		(1,568)		44,164		(3,223)		190,049		(4,791)
Collateralized mortgage obligations	42,042		(339)		1		0		42,043		(339)
Obligations of state and other political subdivisions	81,678		(599)		0		0		81,678		(599)
Asset-backed securities	138,610		(1,307)		97,031		(1,671)		235,641		(2,978)
Other securities	19,033		(349)		4,577		(248)		23,610		(597)
Total	$	447,393	$	(4,221)	$	145,773	$	(5,142)	$	593,166	$	(9,363)


																	December 31, 2019
	September 30, 2019																Less than 12 months				12 months or more				Total
	Less than 12 months					12 months or more					Total						Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss			(Dollars in thousands)	value		loss		value		loss		value		loss
U.S. Treasuries	$	0	$	0		$	0	$	0		$	0	$	0		U.S. Treasuries	$	0	$	0	$	0	$	0	$	0	$	0
Securities of U.S. Government agencies and corporations	0		0			0		0			0		0			Securities of U.S. Government agencies and corporations	0		0		0		0		0		0
Mortgage-backed securities - residential	14,365		(45		)	11,851		(99		)	26,216		(144		)	Mortgage-backed securities - residential	40,190		(209)		11,063		(64)		51,253		(273)
Mortgage-backed securities - commercial	52,281		(60		)	89,681		(2,820		)	141,962		(2,880		)	Mortgage-backed securities - commercial	111,658		(298)		104,069		(3,571)		215,727		(3,869)
Collateralized mortgage obligations	43,732		(107		)	29,908		(219		)	73,640		(326		)	Collateralized mortgage obligations	85,248		(297)		30,628		(196)		115,876		(493)
Obligations of state and other political subdivisions	14,202		(44		)	6,714		(78		)	20,916		(122		)	Obligations of state and other political subdivisions	118,623		(457)		7,950		(36)		126,573		(493)
Asset-backed securities	259,681		(824		)	40,776		(283		)	300,457		(1,107		)	Asset-backed securities	125,889		(553)		54,963		(511)		180,852		(1,064)
Other securities	4,160		(10		)	5,525		(233		)	9,685		(243		)	Other securities	0		0		5,649		(115)		5,649		(115)
Total	$	388,421	$	(1,090	)	$	184,455	$	(3,732	)	$	572,876	$	(4,822	)	Total	$	481,608	$	(1,814)	$	214,322	$	(4,493)	$	695,930	$	(6,307)

December 31, 2018
Less than 12 months 12 months or more Total
Fair Unrealized Fair Unrealized Fair Unrealized
(Dollars in thousands) value loss value loss value loss
U.S. Treasuries $ 0
$ 0
$ 97
$ (2 ) $ 97
$ (2 )
Securities of U.S. Government agencies and corporations 0
0
16,777
(233 ) 16,777
(233 )
Mortgage-backed securities - residential 186,029
(935 ) 264,795
(7,273 ) 450,824
(8,208 )
Mortgage-backed securities - commercial 147,754
(369 ) 232,363
(7,597 ) 380,117
(7,966 )
Collateralized mortgage obligations 194,795
(1,546 ) 240,514
(5,245 ) 435,309
(6,791 )
Obligations of state and other political subdivisions 62,805
(299 ) 86,644
(2,489 ) 149,449
(2,788 )
Asset-backed securities 336,437
(2,312 ) 37,105
(498 ) 373,542
(2,810 )
Other securities 33,752
(884 ) 4,570
(220 ) 38,322
(1,104 )
Total $ 961,572
$ (6,345 ) $ 882,865
$ (23,557 ) $ 1,844,437
$ (29,902 )

For further detail on the fair value of investment securities, see Note 16 – Fair Value Disclosures.

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NOTE 4: LOANS AND LEASES

First Financial offers clients a variety of commercial and consumer loan and lease products with ~~distinct~~diverse interest rates and payment terms. Commercial loan categories include C&I, CRE, construction real estate and lease financing. Consumer loan categories include residential real estate, home equity, installment and credit card.

Lending activities are primarily concentrated in states where the Bank operates banking centers (Ohio, Indiana, Kentucky and Illinois). First Financial also offers two nationwide lending platforms, one that provides equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector and another that primarily provides loans that are secured by commissions and cash collateral to insurance agents and brokers.

In accordance with the CARES Act, First Financial participated in offering PPP loans to its customers. These loans provide a direct incentive for small businesses to keep their workers on the payroll and to maintain their operations. PPP loans are eligible to be forgiven provided certain conditions are met. As of September 30, 2020, First Financial had $886.1 million in PPP loans, net of unearned fees of $24.2 million.

Credit Quality. To facilitate the monitoring of credit quality for commercial loans, ~~and for purposes of determining an appropriate ALLL,~~ 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, lease or 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 highly questionable and improbable, on the basis of currently existing facts, conditions and values. 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 previously described are derived from standard regulatory rating definitions and are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

First Financial considers repayment performance to be the best indicator of credit quality for consumer loans. Consumer loans that have principal and interest payments that are past due by 90 days or more are generally classified as nonperforming. Additionally, consumer loans that have been modified in a TDR are classified as nonperforming. ~~Purchased impaired loans are not classified as nonperforming as~~

The following table sets forth the ~~loans are considered to be performing under FASB ASC Topic 310-30.~~Company's loan portfolio at September 30, 2020 by risk attribute and origination date:


(Dollars in thousands)	2020		2019		2018		2017		2016		Prior		Term Total		Revolving		Total
Commercial & industrial
Pass	$	1,254,361	$	502,248	$	384,079	$	242,588	$	153,411	$	152,890	$	2,689,577	$	468,883	$	3,158,460
Special mention	21,981		6,871		16,363		13,925		2,366		8,325		69,831		10,570		80,401
Substandard	4,513		1,086		7,802		25,010		6,804		1,626		46,841		6,611		53,452
Doubtful	0		0		0		0		0		0		0		0		0
Total	$	1,280,855	$	510,205	$	408,244	$	281,523	$	162,581	$	162,841	$	2,806,249	$	486,064	$	3,292,313
Lease financing
Pass	$	11,084	$	30,564	$	13,872	$	7,983	$	5,971	$	3,367	$	72,841	$	0	$	72,841
Special mention	317		0		0		0		0		0		317		0		317

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(Dollars in thousands)	2020		2019		2018		2017		2016		Prior		Term Total		Revolving		Total
Substandard	9		0		476		822		277		0		1,584		0		1,584
Doubtful	0		0		0		0		0		0		0		0		0
Total	$	11,410	$	30,564	$	14,348	$	8,805	$	6,248	$	3,367	$	74,742	$	0	$	74,742
Construction real estate
Pass	$	53,598	$	211,962	$	223,732	$	34,952	$	23,987	$	990	$	549,221	$	15,822	$	565,043
Special mention	0		621		0		9,984		0		0		10,605		0		10,605
Substandard	0		0		0		0		0		0		0		0		0
Doubtful	0		0		0		0		0		0		0		0		0
Total	$	53,598	$	212,583	$	223,732	$	44,936	$	23,987	$	990	$	559,826	$	15,822	$	575,648
Commercial real estate - investor
Pass	$	379,720	$	1,096,225	$	445,501	$	451,095	$	327,564	$	431,524	$	3,131,629	$	39,470	$	3,171,099
Special mention	952		56		0		15,178		16,873		8,697		41,756		559		42,315
Substandard	6,198		2,562		17,861		7,241		94		15,843		49,799		0		49,799
Doubtful	0		0		0		0		0		0		0		0		0
Total	$	386,870	$	1,098,843	$	463,362	$	473,514	$	344,531	$	456,064	$	3,223,184	$	40,029	$	3,263,213
Commercial real estate - owner
Pass	$	155,486	$	180,808	$	153,043	$	144,601	$	140,566	$	219,723	$	994,227	$	40,541	$	1,034,768
Special mention	2,048		1,946		13,043		4,903		4,540		11,873		38,353		59		38,412
Substandard	647		520		851		4,907		446		3,361		10,732		0		10,732
Doubtful	0		0		0		0		0		0		0		0		0
Total	$	158,181	$	183,274	$	166,937	$	154,411	$	145,552	$	234,957	$	1,043,312	$	40,600	$	1,083,912
Residential real estate
Performing	$	228,049	$	265,023	$	133,562	$	74,811	$	68,109	$	250,625	$	1,020,179	$	0	$	1,020,179
Nonperforming	242		526		642		509		88		5,516		7,523		0		7,523
Total	$	228,291	$	265,549	$	134,204	$	75,320	$	68,197	$	256,141	$	1,027,702	$	0	$	1,027,702
Home equity
Performing	$	45,297	$	22,107	$	19,391	$	12,418	$	10,704	$	46,839	$	156,756	$	594,615	$	751,371
Nonperforming	0		0		75		39		29		204		347		3,025		3,372
Total	$	45,297	$	22,107	$	19,466	$	12,457	$	10,733	$	47,043	$	157,103	$	597,640	$	754,743
Installment
Performing	$	18,610	$	17,887	$	12,809	$	10,367	$	2,582	$	3,708	$	65,963	$	18,557	$	84,520
Nonperforming	9		29		25		21		21		4		109		0		109
Total	$	18,619	$	17,916	$	12,834	$	10,388	$	2,603	$	3,712	$	66,072	$	18,557	$	84,629
Credit cards
Performing	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	43,426	$	43,426
Nonperforming	0		0		0		0		0		0		0		481		481
Total	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	43,907	$	43,907
Grand Total	$	2,183,121	$	2,341,041	$	1,443,127	$	1,061,354	$	764,432	$	1,165,115	$	8,958,190	$	1,242,619	$	10,200,809

Table of Contents

Commercial and consumer credit exposure by risk attribute as of December 31, 2019 was as follows:


	As of December 31, 2019
	Commercial		Real Estate				Lease
(Dollars in thousands)	& industrial		Construction		Commercial		financing		Total
Pass	$	2,324,021	$	493,182	$	4,108,752	$	85,262	$	7,011,217
Special Mention	100,954		0		59,383		488		160,825
Substandard	40,902		0		26,516		2,614		70,032
Doubtful	0		0		0		0		0
Total	$	2,465,877	$	493,182	$	4,194,651	$	88,364	$	7,242,074


(Dollars in thousands)	Residential real estate		Home equity		Installment		Credit card		Total
Performing	$	1,040,787	$	766,169	$	82,385	$	48,983	$	1,938,324
Nonperforming	15,162		5,700		204		201		21,267
Total	$	1,055,949	$	771,869	$	82,589	$	49,184	$	1,959,591

As of September 30, 2019
Commercial Real Estate Lease
(Dollars in thousands) & industrial Construction Commercial financing Total
Pass $ 2,321,468
$ 515,955
$ 3,939,531
$ 88,866
$ 6,865,820
Special Mention 90,663
0
26,147
793
117,603
Substandard 57,886
5
50,230
2,957
111,078
Doubtful 0
0
0
0
0
Total $ 2,470,017
$ 515,960
$ 4,015,908
$ 92,616
$ 7,094,501

(Dollars in thousands)
Residential
real estate
Home equity Installment Credit card Total
Performing $ 1,038,874
$ 770,941
$ 88,171
$ 48,723
$ 1,946,709
Nonperforming 16,133
5,944
104
287
22,468
Total $ 1,055,007
$ 776,885
$ 88,275
$ 49,010
$ 1,969,177

As of December 31, 2018
Commercial Real Estate Lease
(Dollars in thousands) & industrial Construction Commercial financing Total
Pass $ 2,432,834
$ 548,323
$ 3,664,434
$ 90,902
$ 6,736,493
Special Mention 24,594
603
38,653
0
63,850
Substandard 57,233
9
51,594
2,513
111,349
Doubtful 0
0
0
0
0
Total $ 2,514,661
$ 548,935
$ 3,754,681
$ 93,415
$ 6,911,692

(Dollars in thousands)
Residential
real estate
Home equity Installment Credit card Total
Performing $ 939,936
$ 811,108
$ 93,038
$ 46,382
$ 1,890,464
Nonperforming 15,710
6,174
174
0
22,058
Total $ 955,646
$ 817,282
$ 93,212
$ 46,382
$ 1,912,522

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

Loan delinquency, including loans classified as nonaccrual, was as follows:


	As of September 30, 2020
(Dollars in thousands)	30 – 59 days past due		60 – 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days past due and still accruing
Loans
Commercial & industrial	$	54	$	133	$	2,181	$	2,368	$	3,289,945	$	3,292,313	$	0
Lease financing	0		0		0		0		74,742		74,742		0
Construction real estate	0		0		0		0		575,648		575,648		0
Commercial real estate-investor	84		7,895		1,286		9,265		3,253,948		3,263,213		0
Commercial real estate-owner	755		0		1,051		1,806		1,082,106		1,083,912		0
Residential real estate	2,816		340		4,368		7,524		1,020,178		1,027,702		0
Home equity	1,468		319		1,585		3,372		751,371		754,743		0
Installment	50		20		38		108		84,521		84,629		0
Credit card	215		183		83		481		43,426		43,907		79
Total	$	5,442	$	8,890	$	10,592	$	24,924	$	10,175,885	$	10,200,809	$	79

As of September 30, 2019
(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 & industrial $ 9,709
$ 358
$ 4,268
$ 14,335
$ 2,452,565
$ 2,466,900
$ 3,117
$ 2,470,017
$ 0
Lease financing 1,782
0
0
1,782
90,834
92,616
0
92,616
0
Construction real estate 0
0
0
0
515,935
515,935
25
515,960
0
Commercial real estate 637
1,267
11,298
13,202
3,961,547
3,974,749
41,159
4,015,908
0
Residential real estate 809
2,784
5,682
9,275
1,016,632
1,025,907
29,100
1,055,007
0
Home equity 2,426
1,308
2,881
6,615
767,525
774,140
2,745
776,885
0
Installment 240
29
71
340
87,638
87,978
297
88,275
0
Credit card 286
185
175
646
48,364
49,010
0
49,010
287
Total $ 15,889
$ 5,931
$ 24,375
$ 46,195
$ 8,941,040
$ 8,987,235
$ 76,443
$ 9,063,678
$ 287

As of December 31, 2018
(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 & industrial $ 13,369
$ 41
$ 7,423
$ 20,833
$ 2,488,450
$ 2,509,283
$ 5,378
$ 2,514,661
$ 0
Lease financing 352
0
0
352
93,063
93,415
0
93,415
0
Construction real estate 0
0
0
0
548,687
548,687
248
548,935
0
Commercial real estate 6,279
1,158
12,644
20,081
3,682,455
3,702,536
52,145
3,754,681
0
Residential real estate 11,060
2,976
4,535
18,571
902,404
920,975
34,671
955,646
0
Home equity 5,245
1,228
2,578
9,051
804,835
813,886
3,396
817,282
0
Installment 420
37
145
602
92,128
92,730
482
93,212
0
Credit card 541
96
63
700
45,682
46,382
0
46,382
63
Total $ 37,266
$ 5,536
$ 27,388
$ 70,190
$ 8,657,704
$ 8,727,894
$ 96,320
$ 8,824,214
$ 63


	As of December 31, 2019
(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 & industrial	$	1,266	$	3,332	$	14,518	$	19,116	$	2,443,680	$	2,462,796	$	3,081	$	2,465,877	$	0
Lease financing	0		0		0		0		88,364		88,364		0		88,364		0
Construction real estate	0		0		0		0		493,167		493,167		15		493,182		0
Commercial real estate	776		857		5,613		7,246		4,151,513		4,158,759		35,892		4,194,651		0
Residential real estate	8,032		1,928		5,031		14,991		1,014,138		1,029,129		26,820		1,055,949		0
Home equity	2,530		1,083		2,795		6,408		762,863		769,271		2,598		771,869		0
Installment	111		50		148		309		82,022		82,331		258		82,589		0
Credit card	208		75		201		484		48,700		49,184		0		49,184		201
Total	$	12,923	$	7,325	$	28,306	$	48,554	$	9,084,447	$	9,133,001	$	68,664	$	9,201,665	$	201

Table of Contents

For PCD assets, the delinquency status was determined individually for each loan in accordance with the individual loan's contractual repayment terms. Prior to the adoption of CECL in the first quarter of 2020, PCI loans were classified as performing, even though they may have been contractually past due, as any nonpayment of contractual principal or interest was considered in the periodic re-estimation of expected cash flows and was included in the resulting recognition of current period provision for credit losses or prospective yield adjustments.

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. 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 on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan classified as nonaccrual may return to accrual status if none of the principal and interest is due and unpaid, and the Bank expects repayment of the remaining contractual principal and interest.

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.

Troubled Debt Restructurings. A loan modification is considered a TDR when the borrower is experiencing financial difficulty and a concession is 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 managed by the Company’s credit administration group for resolution, which may result in foreclosure in the case of real estate. In accordance with the Coronavirus Aid, Relief, and Economic Security (CARES) Act, performing loans that demonstrated limited signs of credit deterioration, but were modified to provide borrowers relief during the COVID-19 pandemic were not considered to be TDR as of September 30, 2020.

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.

First Financial had ~~170~~169 TDRs totaling ~~$40.0~~$37.1 million at September 30, ~~2019,~~2020, including ~~$18.5~~$7.8 million on accrual status and ~~$21.5~~$29.3 million classified as nonaccrual. First Financial had ~~$2.9~~$0.2 million of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified through TDRs, and the ~~ALLL~~ACL included reserves of ~~$0.7~~$5.7 million related to TDRs at September 30, ~~2019.~~2020. Additionally, as of September 30, ~~2019,~~ ~~$6.3~~2020, $5.4 million of accruing TDRs have been performing in accordance with the restructured terms for more than one year.

First Financial had ~~196~~157 TDRs totaling ~~$38.5~~$30.0 million at December 31, ~~2018,~~2019, including ~~$16.1~~$11.4 million of loans on accrual status and ~~$22.4~~$18.5 million classified as nonaccrual. First Financial had 0$2.5 million commitments outstanding to lend additional funds to borrowers whose loan terms had been modified through TDRs. At December 31, ~~2018,~~2019, the ALLL included reserves of ~~$1.5~~$2.5 million related to TDRs, and ~~$7.9~~$4.7 million of the accruing TDRs had been performing in accordance with the restructured terms for more than one year.

Table of Contents

The following tables provide information on loan modifications classified as TDRs during the three and nine months ended September 30, ~~2019~~2020 and ~~2018:~~2019:


	Three months ended
	September 30, 2020					September 30, 2019
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial & industrial	1	$	1,480	$	1,480	2	$	2,482	$	2,521
Construction real estate	0	0		0		0	0		0
Commercial real estate	0	0		0		2	1,659		1,658
Residential real estate	2	109		92		5	478		455
Home equity	4	120		118		1	35		36
Installment	0	0		0		1	30		29
Total	7	$	1,709	$	1,690	11	$	4,684	$	4,699

	Nine months ended
	September 30, 2020					September 30, 2019
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial & industrial	8	$	14,984	$	14,984	8	$	25,009	$	25,071
Construction real estate	0	0		0		0	0		0
Commercial real estate	0	0		0		9	3,024		2,932
Residential real estate	20	1,677		1,581		22	2,944		2,626
Home equity	10	346		344		13	358		330
Installment	1	26		15		1	30		29
Total	39	$	17,033	$	16,924	53	$	31,365	$	30,988

Three months ended
September 30, 2019 September 30, 2018
(Dollars in thousands) Number of loans Pre-modification loan balance Period end balance Number of loans Pre-modification loan balance Period end balance
Commercial & industrial 2
$ 2,482
$ 2,521
0
$ 0
$ 0
Construction real estate 0
0
0
0
0
0
Commercial real estate 2
1,659
1,658
0
0
0
Residential real estate 5
478
455
1
148
143
Home equity 1
35
36
1
10
10
Installment 1
30
29
0
0
0
Total 11
$ 4,684
$ 4,699
2
$ 158
$ 153

Nine months ended
September 30, 2019 September 30, 2018
(Dollars in thousands) Number of loans Pre-modification loan balance Period end balance Number of loans Pre-modification loan balance Period end balance
Commercial & industrial 8
$ 25,009
$ 25,071
12
$ 7,149
$ 7,096
Construction real estate 0
0
0
0
0
0
Commercial real estate 9
3,024
2,932
6
2,119
2,088
Residential real estate 22
2,944
2,626
4
442
437
Home equity 13
358
330
1
10
10
Installment 1
30
29
0
0
0
Total 53
$ 31,365
$ 30,988
23
$ 9,720
$ 9,631

For TDRs identified during the three and nine months ended September 30, 2020, there were $0.6 million and $1.7 million, respectively, of chargeoffs for the portion of TDRs determined to be uncollectible. For TDRs identified during the three and nine months ended September 30, 2019, there were $2.3 million of chargeoffs for the portion of TDRs determined to be uncollectible. For TDRs identified during the three months ended September 30, 2018, there were $0.7 million of chargeoffs for the portion of TDRs determined to be uncollectible. For TDRs identified during the nine months ended September 30, 2018, there were $0.8 million of chargeoffs for the portion of TDRs determined to be uncollectible.

The following table provides information on how TDRs were modified during the ~~three and~~ nine months ended September 30, ~~2019~~2020 and ~~2018:~~2019:


	Three months ended				Nine months ended					Three months ended				Nine months ended
	September 30,				September 30,					September 30,				September 30,
(Dollars in thousands)	2019		2018		2019		2018		(Dollars in thousands)	2020		2019		2020		2019
Extended maturities	$	0	$	143	$	2,877	$	3,031	Extended maturities	$	0	$	0	$	0	$	2,877
Adjusted interest rates	0		0		5,284		52		Adjusted interest rates	0		0		0		5,284
Combination of rate and maturity changes	0		0		508		0		Combination of rate and maturity changes	0		0		0		508
Forbearance	4,349		0		19,984		6,199		Forbearance	1,480		4,349		4,663		19,984
Other ⁽¹⁾	350		10		2,335		349		Other (1)	210		350		12,261		2,335
Total	$	4,699	$	153	$	30,988	$	9,631	Total	$	1,690	$	4,699	$	16,924	$	30,988

⁽¹⁾ 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 90 days or more past due on any principal or interest payments, or who prematurely terminate a restructured loan agreement without paying off the contractual principal balance, are considered to be in default of the terms of the TDR agreement.

Table of Contents

For each of the three ~~months~~and nine month periods ended September 30, ~~2019,~~2020, there was 1 TDR ~~for $0.1 million~~relationship with an insignificant balance for which there was a payment default during the period that occurred within twelve months of the loan ~~modification.~~modifications. For the ~~nine months~~three month period ended September 30, 2019, there ~~were 3~~was 1 TDR ~~relationships totaling $7.0~~relationship for $0.1 million for which there was a payment default during the period that occurred within twelve months of the loan modifications. For the ~~three~~nine months ended September 30, ~~2018,~~2019, there were ~~0 TDRs~~3 TDR relationships for which there was a payment default during the period that occurred within twelve months of the loan modification. For the nine month period ended September 30, 2018, there was 1 TDR, insignificant in amount,$7.0 million for which there was a payment default during the period that occurred within twelve months of the loan modification.

As stated in the CARES Act, loan modifications in response to COVID-19 executed on a loan that was not more than 30 days past due as of December 31, 2019 and executed between March 1, 2020, and the earlier of 60 days after the date of termination of the National Emergency or December 31, 2020 are not required to be reported as TDR. As of September 30, 2020, the Company's loan portfolio included 1,902 commercial loans with balances of $2.1 billion and 1,830 consumer loans with balances of $131.4 million that were modified in response to COVID-19 that are not considered TDRs. Of the loan balances initially modified, $1.5 billion have returned to a normal payment schedule, with $631.2 million receiving a second deferral. The second round of deferrals consist primarily of hotel and franchise loans, which comprise $438.2 million or 69% of the total balances deferred for a second time.

~~Impaired~~Nonperforming Loans. Loans classified as nonaccrual and loans modified as TDRs are considered ~~impaired.~~nonperforming for September 30, 2020 and impaired as of December 31, 2019. The following table provides information on ~~impaired loans, excluding purchased impaired~~nonperforming loans:


						September 30, 2020						December 31, 2019
(Dollars in thousands)	September 30, 2019		December 31, 2018		(Dollars in thousands)	Nonaccrual loans with a related ACL		Nonaccrual loans with no related ACL		Total nonaccrual		Total nonaccrual
Impaired loans
Nonaccrual loans⁽¹⁾					Nonaccrual loans (1)
Commercial & industrial	$	28,358	$	30,925	Commercial & industrial	$	20,558	$	14,128	$	34,686	$	24,346
Lease financing	284		22		Lease financing	0		1,092		1,092		223
Construction real estate	5		9		Construction real estate	0		0		0		0
Commercial real estate	14,889		20,500		Commercial real estate	1,310		23,211		24,521		7,295
Residential real estate	11,655		13,495		Residential real estate	252		11,852		12,104		10,892
Home equity	5,427		5,580		Home equity	0		5,374		5,374		5,242
Installment	75		169		Installment	0		153		153		167
Nonaccrual loans	60,693		70,700
Accruing troubled debt restructurings	18,450		16,109
Total impaired loans	$	79,143	$	86,809

Total nonaccrual loans					Total nonaccrual loans	$	22,120	$	55,810	$	77,930	$	48,165

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of ~~$21.5~~$29.3 million and ~~$22.4~~$18.5 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

Three months ended Nine months ended
September 30, September 30,
(Dollars in thousands) 2019 2018 2019 2018
Interest income effect on impaired loans
Gross amount of interest that would have been recorded under original terms $ 1,568
$ 1,192
$ 4,648
$ 3,126
Interest included in income
Nonaccrual loans 336
169
863
395
Troubled debt restructurings 184
187
689
500
Total interest included in income 520
356
1,552
895
Net impact on interest income $ 1,048
$ 836
$ 3,096
$ 2,231


	Three months ended				Nine months ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Interest income effect on nonperforming loans
Gross amount of interest that would have been recorded under original terms	$	1,552	$	1,568	$	4,185	$	4,648
Interest included in income
Nonaccrual loans	689		336		1,226		863
Troubled debt restructurings	64		184		367		689
Total interest included in income	753		520		1,593		1,552
Net impact on interest income	$	799	$	1,048	$	2,592	$	3,096

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

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First Financial's investment in impaired loans as of December 31, 2019 was as follows:


	As of December 31, 2019
(Dollars in thousands)	Current balance		Contractual principal balance		Related allowance
Loans with no related allowance recorded
Commercial & industrial	$	16,726	$	19,709	$	0
Lease financing	223		223		0
Construction real estate	0		0		0
Commercial real estate	10,160		17,897		0
Residential real estate	14,868		17,368		0
Home equity	5,700		6,462		0
Installment	204		341		0
Total	47,881		62,000		0

Loans with an allowance recorded
Commercial & industrial	10,754		21,513		2,044
Lease financing	0		0		0
Construction real estate	0		0		0
Commercial real estate	671		675		113
Residential real estate	294		294		18
Home equity	0		0		0
Installment	0		0		0
Total	11,719		22,482		2,175

Total
Commercial & industrial	27,480		41,222		2,044
Lease financing	223		223		0
Construction real estate	0		0		0
Commercial real estate	10,831		18,572		113
Residential real estate	15,162		17,662		18
Home equity	5,700		6,462		0
Installment	204		341		0
Total	$	59,600	$	84,482	$	2,175

As of September 30, 2019 As of December 31, 2018
(Dollars in thousands) Current balance
Contractual
principal
balance

Related
allowance
Current balance Contractual
principal
balance Related
allowance
Loans with no related allowance recorded
Commercial & industrial $ 36,705
$ 57,623
$ 0
$ 36,694
$ 42,561
$ 0
Lease financing 0
0
0
22
22
0
Construction real estate 5
24
0
9
26
0
Commercial real estate 18,653
24,744
0
23,513
31,375
0
Residential real estate 15,838
18,421
0
17,297
19,975
0
Home equity 5,944
6,793
0
6,351
7,461
0
Installment 104
241
0
174
563
0
Total 77,249
107,846
0
84,060
101,983
0

Loans with an allowance recorded
Commercial & industrial 212
212
91
939
939
667
Lease financing 284
284
43
0
0
0
Construction real estate 0
0
0
0
0
0
Commercial real estate 1,103
2,465
127
1,509
1,509
461
Residential real estate 295
295
18
301
301
32
Home equity 0
0
0
0
0
0
Installment 0
0
0
0
0
0
Total 1,894
3,256
279
2,749
2,749
1,160

Total

Commercial & industrial 36,917
57,835
91
37,633
43,500
667
Lease financing 284
284
43
22
22
0
Construction real estate 5
24
0
9
26
0
Commercial real estate 19,756
27,209
127
25,022
32,884
461
Residential real estate 16,133
18,716
18
17,598
20,276
32
Home equity 5,944
6,793
0
6,351
7,461
0
Installment 104
241
0
174
563
0
Total $ 79,143
$ 111,102
$ 279
$ 86,809
$ 104,732
$ 1,160

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First Financial's average impaired loans and interest income recognized by class for the three and nine months ended September 30, 2019 were as follows:


	Three months ended				Nine months ended
	September 30, 2019				September 30, 2019
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded
Commercial & industrial	$	37,835	$	316	$	35,626	$	807
Lease financing	148		0		155		0
Construction real estate	6		0		7		0
Commercial real estate	18,703		94		20,907		295
Residential real estate	15,388		74		16,177		229
Home equity	5,594		29		5,941		95
Installment	150		0		162		2
Total	77,824		513		78,975		1,428

Loans with an allowance recorded
Commercial & industrial	4,316		1		3,213		87
Lease financing	142		0		71		0
Construction real estate	0		0		0		0
Commercial real estate	1,010		4		1,507		27
Residential real estate	668		2		484		10
Home equity	0		0		0		0
Installment	0		0		0		0
Total	6,136		7		5,275		124

Total
Commercial & industrial	42,151		317		38,839		894
Lease financing	290		0		226		0
Construction real estate	6		0		7		0
Commercial real estate	19,713		98		22,414		322
Residential real estate	16,056		76		16,661		239
Home equity	5,594		29		5,941		95
Installment	150		0		162		2
Total	$	83,960	$	520	$	84,250	$	1,552

Three months ended
September 30, 2019 September 30, 2018
(Dollars in thousands) Average
Recorded
Investment Interest
Income
Recognized Average
Recorded
Investment Interest
Income
Recognized
Loans with no related allowance recorded
Commercial & industrial $ 37,835
$ 316
$ 10,033
$ 63
Lease financing 148
0
0
0
Construction real estate 6
0
17
0
Commercial real estate 18,703
94
28,689
136
Residential real estate 15,388
74
13,247
86
Home equity 5,594
29
6,463
31
Installment 150
0
318
1
Total 77,824
513
58,767
317

Loans with an allowance recorded
Commercial & industrial 4,316
1
1,578
28
Lease financing 142
0
0
0
Construction real estate 0
0
0
0
Commercial real estate 1,010
4
1,012
3
Residential real estate 668
2
1,036
7
Home equity 0
0
100
1
Installment 0
0
0
0
Total 6,136
7
3,726
39

Total
Commercial & industrial 42,151
317
11,611
91
Lease financing 290
0
0
0
Construction real estate 6
0
17
0
Commercial real estate 19,713
98
29,701
139
Residential real estate 16,056
76
14,283
93
Home equity 5,594
29
6,563
32
Installment 150
0
318
1
Total $ 83,960
$ 520
$ 62,493
$ 356

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The following table provides collateral information by class of loan for collateral-dependent loans with a specific reserve. A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and the repayment is expected to be provided substantially through the operation or sale of collateral.

Nine months ended
September 30, 2019 September 30, 2018
(Dollars in thousands) Average
Recorded
Investment Interest
Income
Recognized Average
Recorded
Investment Interest
Income
Recognized
Loans with no related allowance recorded
Commercial & industrial $ 35,626
$ 807
$ 8,950
$ 162
Lease financing 155
0
21
0
Construction real estate 7
0
22
2
Commercial real estate 20,907
295
25,044
375
Residential real estate 16,177
229
9,875
209
Home equity 5,941
95
5,339
78
Installment 162
2
299
2
Total 78,975
1,428
49,550
828

Loans with an allowance recorded
Commercial & industrial 3,213
87
891
34
Lease financing 71
0
0
0
Construction real estate 0
0
0
0
Commercial real estate 1,507
27
1,376
9
Residential real estate 484
10
1,043
21
Home equity 0
0
100
3
Installment 0
0
0
0
Total 5,275
124
3,410
67

Total
Commercial & industrial 38,839
894
9,841
196
Lease financing 226
0
21
0
Construction real estate 7
0
22
2
Commercial real estate 22,414
322
26,420
384
Residential real estate 16,661
239
10,918
230
Home equity 5,941
95
5,439
81
Installment 162
2
299
2
Total $ 84,250
$ 1,552
$ 52,960
$ 895


	September 30, 2020
	Type of Collateral
(Dollar in thousands)	Business assets		Commercial real estate		Equipment		Residential real estate		Total
Class of loan
Commercial & industrial	$	10,091	$	0	$	11,541	$	0	$	21,632
Commercial real estate-investor	0		0		0		649		649
Commercial real estate-owner	0		0		0		662		662
Residential real estate	0		0		0		1,235		1,235
Total	$	10,091	$	0	$	11,541	$	2,546	$	24,178

Lease financing. The Company prospectively applied FASB ASC Topic 842 in the first quarter of 2019. First Financial originates both sales-type and direct financing leases, and the Company manages and reviews lease residuals in accordance with its credit policies. Sales-type lease contracts contain the ability to purchase the underlying equipment at lease maturity and profit or loss is recognized at lease commencement. Direct financing leases are generally three to five years in length and may be extended at maturity, however, early cancellation may result in a fee to the borrower. For direct financing leases, the net unearned income is deferred and amortized over the life of the lease. Income recognized in first nine months of 2020 and 2019 related to the implementation of FASB ASC Topic 842 was insignificant.

OREO. OREO consists of properties acquired by the Company primarily through the loan foreclosure or repossession process, that results in partial or total satisfaction of problem loans.

Changes in OREO were as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Balance at beginning of period	$	1,872	$	1,421	$	2,033	$	1,401
Additions
Commercial & industrial	187		217		510		353
Residential real estate	136		104		282		1,376
Total additions	323		321		792		1,729
Disposals
Commercial & industrial	0		(228)		(217)		(498)
Residential real estate	(510)		(325)		(1,270)		(709)
Total disposals	(510)		(553)		(1,487)		(1,207)
Valuation adjustment
Commercial & industrial	(22)		(56)		448		(111)
Residential real estate	(20)		480		(143)		(199)
Total valuation adjustment	(42)		424		305		(310)
Balance at end of period	$	1,643	$	1,613	$	1,643	$	1,613

Three months ended Nine months ended
September 30, September 30,
(Dollars in thousands) 2019 2018 2019 2018
Balance at beginning of period $ 1,421
$ 1,853
$ 1,401
$ 2,781
Additions
Commercial & industrial 217
79
353
1,269
Residential real estate 104
739
1,376
1,723
Total additions 321
818
1,729
2,992
Disposals

Commercial & industrial (228 ) (181 ) (498 ) (2,611 )
Residential real estate (325 ) (117 ) (709 ) (527 )
Total disposals (553 ) (298 ) (1,207 ) (3,138 )
Valuation adjustment

Commercial & industrial (56 ) (258 ) (111 ) (355 )
Residential real estate 480
(197 ) (199 ) (362 )
Total valuation adjustment 424
(455 ) (310 ) (717 )
Balance at end of period $ 1,613
$ 1,918
$ 1,613
$ 1,918

NOTE 5: ALLOWANCE FOR ~~LOAN AND LEASE~~CREDIT LOSSES

~~Management maintains the ALLL at a level that it considers sufficient to absorb probable incurred loan and lease~~Allowance for credit losses inherent in the portfolio. Management determines the adequacy of the ALLL 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~~leases. The allowance for credit losses is a valuation account that ~~may affect a specific borrower's ability~~is deducted from the loans’ amortized cost basis to ~~repay, including~~present the ~~timing of future payments.~~

net amount expected to be collected on the loans. The ~~ALLL~~ACL 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

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either through payments from the borrower or a guarantor or from the liquidation of collateral.Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable on loans and leases, which totaled $41.2 million as of September 30, 2020, is excluded from the estimate of credit losses.

Management estimates the allowance balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience paired with economic forecasts provides the basis for the quantitatively modeled estimation of expected credit losses. First Financial adjusts its quantitative model, as necessary, to reflect conditions not already considered by the quantitative model. These adjustments are commonly known as the Qualitative Framework.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the ACL using the following methods:

Commercial and industrial – C&I 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. C&I loans are generally underwritten individually and secured with the assets of the Company and/or the personal guarantee of the business owners. C&I loans also include ABL, equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector and commission-based loans to insurance agents and brokers. 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. Within the insurance lending platform, First Financial serves insurance agents and brokers that are looking to maximize their book-of-business value and grow their agency business.

Current period default rates are utilized in the modeling of the ACL for C&I loans, and are adjusted for forecasted changes in the treasury term spread and market volatility index. Changes in current period defaults or forecasted expectations for these economic variables could result in volatility in the Company's ACL in future periods.

Lease financing – Lease financing consists of lease transactions for the acquisition 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 in addition to other considerations.

The ACL model for leases sources expected default rates from the C&I portfolio model. Therefore, changes in forecasted expectations for the treasury term spread and market volatility index could result in volatility in the Company's ACL in future periods.

Construction real estate – Real estate construction loans are term loans to individuals, companies or developers used for the construction or development 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. An independent credit team underwrites construction real estate loans, which are managed by experienced lending officers and monitored through the construction phase by a centralized funding desk that manages loan disbursements.

The construction ACL model is adjusted for forecasted changes in rental vacancy rates in the Bank's geographic footprint and the housing price index. Changes in forecasted expectations for these economic variables could result in volatility in the Company's ACL in future periods.

Commercial real estate - owner & investor – 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 and Industrial" section often include the financing of real estate in addition to 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, environmental risks and the type, age, condition and location of real estate, among other factors.

First Financial models owner-occupied and investor CRE separately when determining the ACL. For owner occupied CRE, current period default rates are utilized in the modeling, and are adjusted for forecasted changes in the BAA bond spread, national rental vacancy rates and the consumer confidence index. Current period default rates are also utilized in the modeling

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of investor CRE loans, and are adjusted for forecasted changes in the BAA bond spread, multifamily building permits within the Bank’s geographic footprint and national rental vacancy rates. Changes in current period defaults and forecasted expectations for these economic variables could result in volatility in the Company's ACL in future periods.

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. In most cases, these loans 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 processes that rely on empirical data to assess credit risk as well as analysis of the borrower's 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 government-sponsored enterprises and thus is retained on the Consolidated Balance Sheets.

The residential real estate ACL model is adjusted for forecasted changes in the housing price index, housing starts within the Bank’s geographic footprint and national single-family existing home sales. Changes in forecasted expectations for these economic variables could result in volatility in the Company's ACL in future periods.

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. Home equity lending underwriting considerations include the borrower's credit history as well as to debt-to-income and loan-to-value policy limits.

The home equity ACL model is adjusted for forecasted changes in the consumer credit growth rate within the Bank’s geographic footprint and the working-age labor participation rate. Changes in forecasted expectations for these economic variables could result in volatility in the Company's ACL in future periods.

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

The ACL model for installment loans sources expected default rates from the residential real estate and home equity portfolio models and is paired with installment specific LGD rates. Changes in forecasted expectations for the consumer credit growth rate within the Bank’s geographic footprint, the working-age labor participation rate, the housing price index, housing starts within the Bank’s geographic footprint and national existing single-family existing home sales could result in volatility in the Company's ACL in future periods.

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 lines are unconditionally cancellable by the Company at any time.

The ACL model for credit card loans sources expected default rates from the residential real estate and home equity portfolio models and is paired with credit card specific LGD rates. Changes in forecasted expectations for the consumer credit growth rate within the Bank’s geographic footprint, the working-age labor participation rate, the housing price index, housing starts within the Bank’s geographic footprint and national existing single-family existing home sales could result in volatility in the Company's ACL in future periods.

First Financial's ACL is influenced by loan volumes, risk rating migration, delinquency status and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. For the three and nine months ended September 30, 2020 the ACL increased primarily due to First Financial's expectation of higher credit losses resulting from the COVID-19 pandemic, however, this was somewhat offset by an increase in prepayment rates during the period.

The Company utilized the final Moody's September baseline forecast as its R&S forecast in the quantitative model, which included consideration of the impact from both the COVID-19 pandemic and the related government stimulus response, as well as the potential for further government stimulus actions. For reasonableness, the Company also considered the impact to the model from alternative, more adverse economic forecasts, slower prepayment speeds and increased default rates. These alternative analyses were utilized to inform the Company's qualitative adjustments. Additionally, First Financial considered its credit exposure to certain industries believed to be at risk for future credit stress related to the COVID-19 pandemic, such as franchise, hotel and investor commercial real estate lending when making qualitative adjustments to the ACL model.

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Changes in the ~~ALLL~~allowance by loan category were as follows:


	Three months ended September 30, 2020
(Dollars in thousands)	Commercial & industrial		Lease financing		Construction real estate		Commercial real estate		Residential real estate		Home Equity		Installment		Credit card		Total
Allowance for credit losses:
Balance at beginning of period	$	50,421	$	1,431	$	15,357	$	62,340	$	10,581	$	14,236	$	1,226	$	3,069	$	158,661

Provision for credit losses	1,297		702		3,613		12,896		(1,364)		(1,455)		35		(425)		15,299
Gross charge-offs	(1,467)		(852)		0		(3,789)		(22)		(460)		(59)		(171)		(6,820)
Recoveries	265		6		0		760		91		209		35		38		1,404
Total net charge-offs	(1,202)		(846)		0		(3,029)		69		(251)		(24)		(133)		(5,416)
Ending allowance for credit losses	$	50,516	$	1,287	$	18,970	$	72,207	$	9,286	$	12,530	$	1,237	$	2,511	$	168,544


	Three months ended September 30, 2019
							Real Estate																						Three months ended September 30, 2019
(Dollars in thousands)	Commercial & industrial			Lease financing			Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total			(Dollars in thousands)	Commercial & industrial		Lease financing		Construction real estate		Commercial real estate		Residential real estate		Home Equity		Installment		Credit card		Total
Allowance for loan and lease losses:
Allowance for credit losses:																												Allowance for credit losses:
Balance at beginning of period	$	24,586		$	1,393		$	2,919		$	20,357		$	5,008		$	5,307		$	395		$	1,584		$	61,549		Balance at beginning of period	$	24,586	$	1,393	$	2,919	$	20,357	$	5,008	$	5,307	$	395	$	1,584	$	61,549
Provision for loan and lease losses	2,654			(388		)	(152		)	1,684			702			68			(2		)	662			5,228
Gross charge-offs	(9,556		)	0			0			(535		)	(278		)	(627		)	(65		)	(598		)	(11,659		)
Provision for credit losses																												Provision for credit losses	2,654		(388)		(152)		1,684		702		68		(2)		662		5,228
Loans charged off																												Loans charged off	(9,556)		0		0		(535)		(278)		(627)		(65)		(598)		(11,659)
Recoveries	556			0			0			347			64			335			93			39			1,434			Recoveries	556		0		0		347		64		335		93		39		1,434
Total net charge-offs	(9,000		)	0			0			(188		)	(214		)	(292		)	28			(559		)	(10,225		)	Total net charge-offs	(9,000)		0		0		(188)		(214)		(292)		28		(559)		(10,225)
Ending allowance for loan and lease losses	$	18,240		$	1,005		$	2,767		$	21,853		$	5,496		$	5,083		$	421		$	1,687		$	56,552
Ending allowance for credit losses																												Ending allowance for credit losses	$	18,240	$	1,005	$	2,767	$	21,853	$	5,496	$	5,083	$	421	$	1,687	$	56,552


	Nine months ended September 30, 2020
(Dollars in thousands)	Commercial & industrial		Lease financing		Construction real estate		Commercial real estate		Residential real estate		Home equity		Installment		Credit card		Total
Allowance for credit losses:
Beginning balance, prior to adoption of ASC 326	$	18,584	$	971	$	2,381	$	23,579	$	5,299	$	4,787	$	392	$	1,657	$	57,650
Impact of adopting ASC 326	9,901		118		11,579		24,118		5,490		8,430		801		1,068		61,505
Provision for credit losses	23,331		1,044		4,996		28,922		(1,454)		(236)		78		357		57,038
Loans charged off	(3,840)		(852)		0		(5,830)		(285)		(1,155)		(127)		(716)		(12,805)
Recoveries	2,540		6		14		1,418		236		704		93		145		5,156
Total net charge-offs	(1,300)		(846)		14		(4,412)		(49)		(451)		(34)		(571)		(7,649)
Ending allowance for credit losses	$	50,516	$	1,287	$	18,970	$	72,207	$	9,286	$	12,530	$	1,237	$	2,511	$	168,544

	Nine months ended September 30, 2019
(Dollars in thousands)	Commercial & industrial		Lease financing		Construction real estate		Commercial real estate		Residential real estate		Home equity		Installment		Credit card		Total
Allowance for credit losses:
Balance at beginning of period	$	18,746	$	1,130	$	3,413	$	21,048	$	4,964	$	5,348	$	362	$	1,531	$	56,542
Provision for credit losses	22,164		(25)		(714)		1,966		841		427		49		1,261		25,969
Loans charged off	(23,757)		(100)		0		(1,835)		(510)		(1,784)		(192)		(1,228)		(29,406)
Recoveries	1,087		0		68		674		201		1,092		202		123		3,447
Total net charge-offs	(22,670)		(100)		68		(1,161)		(309)		(692)		10		(1,105)		(25,959)
Ending allowance for credit losses	$	18,240	$	1,005	$	2,767	$	21,853	$	5,496	$	5,083	$	421	$	1,687	$	56,552

Three months ended September 30, 2018
Real Estate
(Dollars in thousands) Commercial & industrial Lease financing Construction Commercial Residential Home Equity Installment Credit card Total
Allowance for loan and lease losses:
Balance at beginning of period $ 17,528
$ 797
$ 3,985
$ 20,511
$ 4,668
$ 4,801
$ 290
$ 1,496
$ 54,076
Provision for loan and lease losses 2,035
287
(114 ) 959
50
63
(288 ) 246
3,238
Loans charged off (232 ) 0
0
(902 ) (145 ) (351 ) (43 ) (390 ) (2,063 )
Recoveries 627
0
146
786
71
419
351
64
2,464
Total net charge-offs 395
0
146
(116 ) (74 ) 68
308
(326 ) 401
Ending allowance for loan and lease losses $ 19,958
$ 1,084
$ 4,017
$ 21,354
$ 4,644
$ 4,932
$ 310
$ 1,416
$ 57,715

Nine months ended September 30, 2019
Real Estate
(Dollars in thousands) Commercial & industrial Lease financing Construction Commercial Residential Home equity Installment Credit card Total
Allowance for loan and lease losses:
Balance at beginning of period $ 18,746
$ 1,130
$ 3,413
$ 21,048
$ 4,964
$ 5,348
$ 362
$ 1,531
$ 56,542
Provision for loan and lease losses 22,164
(25 ) (714 ) 1,966
841
427
49
1,261
25,969
Loans charged off (23,757 ) (100 ) 0
(1,835 ) (510 ) (1,784 ) (192 ) (1,228 ) (29,406 )
Recoveries 1,087
0
68
674
201
1,092
202
123
3,447
Total net charge-offs (22,670 ) (100 ) 68
(1,161 ) (309 ) (692 ) 10
(1,105 ) (25,959 )
Ending allowance for loan and lease losses $ 18,240
$ 1,005
$ 2,767
$ 21,853
$ 5,496
$ 5,083
$ 421
$ 1,687
$ 56,552

Nine months ended September 30, 2018
Real Estate
(Dollars in thousands) Commercial & industrial Lease financing Construction Commercial Residential Home equity Installment Credit card Total
Allowance for loan and lease losses:
Balance at beginning of period $ 17,598
$ 675
$ 3,577
$ 20,930
$ 4,683
$ 4,935
$ 307
$ 1,316
$ 54,021
Provision for loan and lease losses 6,252
408
294
1,155
136
(60 ) (201 ) 1,292
9,276
Loans charged off (5,473 ) 0
0
(3,156 ) (342 ) (978 ) (277 ) (1,328 ) (11,554 )
Recoveries 1,581
1
146
2,425
167
1,035
481
136
5,972
Total net charge-offs (3,892 ) 1
146
(731 ) (175 ) 57
204
(1,192 ) (5,582 )
Ending allowance for loan and lease losses $ 19,958
$ 1,084
$ 4,017
$ 21,354
$ 4,644
$ 4,932
$ 310
$ 1,416
$ 57,715

As of September 30, 2019
Real Estate
(Dollars in thousands) Commercial & industrial Lease financing Construction Commercial Residential Home equity Installment Credit card Total
Ending allowance balance attributable to loans
Individually evaluated for impairment $ 91
$ 43
$ 0
$ 127
$ 18
$ 0
$ 0
$ 0
$ 279
Collectively evaluated for impairment 18,149
962
2,767
21,726
5,478
5,083
421
1,687
56,273
Ending allowance for loan and lease losses $ 18,240
$ 1,005
$ 2,767
$ 21,853
$ 5,496
$ 5,083
$ 421
$ 1,687
$ 56,552

Loans

Individually evaluated for impairment $ 36,917
$ 284
$ 5
$ 19,756
$ 16,133
$ 5,944
$ 104
$ 0
$ 79,143
Collectively evaluated for impairment 2,433,100
92,332
515,955
3,996,152
1,038,874
770,941
88,171
49,010
8,984,535
Total loans $ 2,470,017
$ 92,616
$ 515,960
$ 4,015,908
$ 1,055,007
$ 776,885
$ 88,275
$ 49,010
$ 9,063,678

The ACL balance and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2019 was as follows:

As of December 31, 2018
Real Estate
(Dollars in thousands) Commercial & industrial Lease financing Construction Commercial Residential Home equity Installment Credit card Total
Ending allowance balance attributable to loans
Individually evaluated for impairment $ 667
$ 0
$ 0
$ 461
$ 32
$ 0
$ 0
$ 0
$ 1,160
Collectively evaluated for impairment 18,079
1,130
3,413
20,587
4,932
5,348
362
1,531
55,382
Ending allowance for loan and lease losses $ 18,746
$ 1,130
$ 3,413
$ 21,048
$ 4,964
$ 5,348
$ 362
$ 1,531
$ 56,542

Loans

Individually evaluated for impairment $ 37,633
$ 22
$ 9
$ 25,022
$ 17,598
$ 6,351
$ 174
$ 0
$ 86,809
Collectively evaluated for impairment 2,477,028
93,393
548,926
3,729,659
938,048
810,931
93,038
46,382
8,737,405
Total loans $ 2,514,661
$ 93,415
$ 548,935
$ 3,754,681
$ 955,646
$ 817,282
$ 93,212
$ 46,382
$ 8,824,214

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	As of December 31, 2019
(Dollars in thousands)	Commercial & industrial		Lease financing		Construction real estate		Commercial real estate		Residential real estate		Home equity		Installment		Credit card		Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	2,044	$	0	$	0	$	113	$	18	$	0	$	0	$	0	$	2,175
Collectively evaluated for impairment	16,540		971		2,381		23,466		5,281		4,787		392		1,657		55,475
Ending allowance for credit losses	$	18,584	$	971	$	2,381	$	23,579	$	5,299	$	4,787	$	392	$	1,657	$	57,650

Loans
Individually evaluated for impairment	$	27,480	$	223	$	0	$	10,831	$	15,162	$	5,700	$	204	$	0	$	59,600
Collectively evaluated for impairment	2,438,397		88,141		493,182		4,183,820		1,040,787		766,169		82,385		49,184		9,142,065
Total loans	$	2,465,877	$	88,364	$	493,182	$	4,194,651	$	1,055,949	$	771,869	$	82,589	$	49,184	$	9,201,665

Allowance for credit losses - unfunded commitments. First Financial estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life consistent with the Company's ACL methodology for loans and leases.

The ACL on unfunded commitments was $14.8 million as of September 30, 2020 and $0.6 million as of December 31, 2019. Additionally, First Financial recorded $1.9 million of provision recapture related to the allowance for credit losses on unfunded commitments for the three months ended September 30, 2020. However, First Financial recorded a provision for credit losses on unfunded commitments of $2.0 million for the nine months ended September 30, 2020. First Financial recorded $0.2 million and $0.3 million of provision recapture for unfunded commitments in three and nine month periods ended September 30, 2019, respectively.

NOTE 6: 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 of the purchase price of the acquisition over the fair value of net assets acquired is recorded as goodwill.

Changes in the carrying amount of goodwill for the three and nine months ended September 30, ~~2019~~2020 and ~~the year ended December 31, 2018~~September 30, 2019 were as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Balance at beginning of period	$	937,771	$	879,727	$	937,771	$	880,251
Goodwill resulting from business combinations	0		57,962		0		57,438
Balance at end of period	$	937,771	$	937,689	$	937,771	$	937,689

(Dollars in thousands) September 30,
2019 December 31,
2018
Balance at beginning of year $ 880,251
$ 204,084
Goodwill resulting from business combinations 57,438
676,167
Balance at end of period $ 937,689
$ 880,251

During the third quarter of 2019, First Financial recorded $58.0 million of additions to goodwill resulting from the Bannockburn acquisition. ~~During 2018, First Financial recorded additions to goodwill~~In the first quarter of ~~$676.2 million resulting from the merger with MSFG, and~~2019, First Financial recorded its final adjustments to goodwill related to the 2018 MSFG ~~merger in the first quarter of 2019.~~merger. For further detail on ~~the merger with MSFG or~~ the acquisition of Bannockburn, see Note 17 - Business Combinations.

Goodwill is evaluated 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. In response to the COVID-19 pandemic and the related deterioration in general economic conditions, First Financial performed an interim qualitative impairment test as of September 30, 2020. The results of this interim qualitative test did not indicate that the Company's goodwill was impaired as of September 30, 2020. First Financial will continue to monitor the status of its goodwill and

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intangible assets for signs of further deterioration and potential impairment. First Financial performed its ~~most recent~~ annual impairment test as of October 1, ~~2018~~2019 and no impairment was ~~indicated. As of September 30, 2019, no events or changes in circumstances~~ indicated at that ~~the fair value of a reporting unit was below its carrying value.~~time.

Other intangible assets. Other intangible assets consist primarily of core deposit, customer list and other miscellaneous intangibles.

Core deposit intangibles represent the estimated fair value of acquired customer deposit relationships on the date of acquisition and are amortized on an accelerated basis over their estimated useful lives. First Financial's core deposit intangibles have an estimated weighted average remaining life of ~~8.2 years~~.7.3 years.

First Financial recorded a $39.4 million customer list intangible asset in conjunction with the Bannockburn merger to account for the obligation or advantage on the part of either the Company or the customer to continue the pre-existing relationship ~~with First Financial.~~subsequent to the merger. The customer list intangible asset is amortized on a straight-line basis over its estimated useful life of 11 years.

Other miscellaneous intangibles include purchase commissions, non-compete agreements and trade name intangibles. Other intangible assets are included in Other intangibles in the Consolidated Balance Sheets.

Amortization expense recognized on intangible assets for the three months ended September 30, 2020 and 2019 ~~and 2018 was $2.4~~were $2.8 million and ~~$2.5~~$2.4 million, respectively. Amortization expense recognized on intangible assets for the nine months ended September 30, 2020 and 2019 was $8.4 million and ~~2018 was~~ $6.5 million, ~~and $5.1 million,~~ respectively.

The gross carrying amount and accumulated amortization of other intangible assets at September 30, ~~2019~~2020 and December 31, ~~2018~~2019 were as follows:


(Dollars in thousands)	September 30, 2020				December 31, 2019
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
Amortized intangible assets
Core deposit intangibles	$	51,031	$	(25,930)	$	51,031	$	(21,149)
Customer list	39,420		(3,883)		39,420		(1,195)
Other	10,093		(3,312)		10,093		(1,999)


Total	$	100,544	$	(33,125)	$	100,544	$	(24,343)

(Dollars in thousands) September 30, 2019 December 31, 2018
Amortized intangible assets
Core deposit intangibles $ 51,031
$ (19,200 ) $ 54,357
$ (16,500 )
Customer list 39,420
(299 ) 0
0
Other 10,093
(1,539 ) 3,763
(815 )
Total $ 100,544
$ (21,038 ) $ 58,120
$ (17,315 )

NOTE 7: LEASES

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. First Financial is primarily the lessee in its leasing agreements, and substantially all of those agreements are for real estate property for branches, ATM locations ~~and~~or office space.

On January 1, 2019, the Company adopted Topic 842 and all subsequent modifications. For First Financial, this adoption primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee. Substantially all of the Company's leases are classified as operating leases, and therefore, were previously not recognized on the Company’s Consolidated Balance Sheets.

With the adoption of Topic 842, operating lease agreements were required to be recognized on the Consolidated Balance Sheets as an ROU asset and a corresponding lease liability. ~~Substantially all of the Company's leases are classified as operating leases, and therefore, were previously not recognized on the Company’s Consolidated Balance Sheets.~~

The Company's right to use an asset over the life of a lease is recorded as a "right of use" asset in Accrued interest and other assets on the Consolidated Balance ~~Sheet~~Sheets and was ~~$61.5~~$67.2 million and $58.6 million at September 30, ~~2019.~~2020 and December 31, 2019, respectively. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. First Financial recorded a ~~$67.0~~$74.9 million and $64.3 million lease liability in Accrued interest and other liabilities on the Consolidated Balance Sheet at September 30, ~~2019.~~2020 and December 31, 2019, respectively.

The calculated amount of the ROU assets and lease liabilities are impacted by the length of the lease term and the discount rate used to calculate the present value of minimum lease payments. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its

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incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate was based upon the remaining lease term as of that date.

Leases with an initial term of 12 months or less are not recorded on the balance sheet, and First Financial recognizes lease expense for these leases on a straight-line basis over the term of the lease. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or more. The exercise of renewal options on operating leases is at the Company's sole discretion, and certain leases may include options to purchase the leased property. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. First Financial does not enter into lease agreements which contain material residual value guarantees or material restrictive covenants.

Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements and leases generally also include real estate taxes and common area maintenance charges in the annual rental payments.

The components of lease expense were as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Operating lease cost	$	1,972	$	1,846	$	5,973	$	5,494



Short-term lease cost	30		14		111		15
Variable lease cost	632		688		1,899		1,918
Total operating lease cost	$	2,634	$	2,548	$	7,983	$	7,427

Three months ended Nine months ended
(dollars in thousands) September 30, 2019 September 30, 2019
Operating lease cost $ 1,846
$ 5,494
Short-term lease cost 14
15
Variable lease cost 688
1,918
Total operating lease cost $ 2,548
$ 7,427

Future minimum commitments due under these lease agreements as of September 30, ~~2019~~2020 are as follows:


(Dollars in thousands)	Operating leases
2020 (remaining three months)	$	1,767
2021	7,116
2022	7,283
2023	7,312
2024	7,045

Thereafter	64,700
Total lease payments	95,223
Less imputed interest	20,316
Total	$	74,907

(dollars in thousands) Operating leases
2019 (remaining three months) $ 1,936
2020 7,664
2021 7,253
2022 6,744
2023 6,726
Thereafter 57,993
Total lease payments 88,316
Less imputed interest 21,291
Total $ 67,025

The weighted average remaining lease term and discount rate ~~at September 30, 2019~~for the Company's operating leases were as follows:

September 30, 2020

December 31, 2019

Operating leases

Weighted-average remaining lease term

15.1 years

15.6 years

Weighted-average discount rate

3.10

3.43




~~Operating leases~~
~~Weighted-average remaining lease term~~	~~15.6 years~~
~~Weighted-average discount rate~~	~~3.43~~	%

Supplemental cash information at September 30, 2020 and 2019 related to leases was as follows:

Nine months ended
(dollars in thousands) September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 5,652
ROU assets obtained in exchange for lease obligations
Operating leases 65,520

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	Three months ended				Nine months ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,928	$	1,893	$	5,801	$	5,652


ROU assets obtained in exchange for lease obligations
Operating leases	29		582		9,688		65,520

NOTE 8: BORROWINGS

Short-term borrowings on the Consolidated Balance Sheets include repurchase agreements utilized for corporate sweep accounts with cash management account agreements in place, federal funds purchased and overnight advances from the ~~FHLB and a short-term line of credit.~~FHLB. All repurchase agreements are subject to terms and conditions agreed to by the Bank and the client. To secure its liability to the client, the Bank is authorized to sell or repurchase U.S. Treasury, government agency and mortgage-backed securities.

The following shows the remaining contractual maturity of repurchase agreements by collateral pledged:


(Dollars in thousands)	Overnight and continuous
Repurchase agreements
Mortgage-backed securities	$	29,096
Collateralized mortgage obligations	85,562
Total	$	114,658

(Dollars in thousands) Overnight and continuous
Repurchase agreements
Mortgage-backed securities $ 7,883
Collateralized mortgage obligations 77,403
Total $ 85,286

Securities sold under agreements to repurchase were secured by securities with a carrying amount of ~~$85.4~~$114.7 million and ~~$85.5~~$90.2 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

First Financial had 0$133.0 million federal funds purchased at September 30, ~~2019~~2020 and ~~$99.0~~$165.2 million as of December 31, ~~2018.~~2019. The Company ~~also~~ had ~~$1.1 billion~~ in0 short-term borrowings with the FHLB at September 30, ~~2019~~2020 and ~~$857.1 million~~ ~~as of~~

had $1.2 billion at December 31, ~~2018.~~2019. These short-term borrowings are used to manage normal liquidity needs and support the Company's asset and liability management strategies.

~~First Financial has a~~ ~~$30.0 million~~ short-term credit facility with an unaffiliated bank that matures in September 2020. 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 common stock and the payment of dividends to shareholders. As of September 30, 2019 and December 31, 2018, there was 0 outstanding balance. The credit agreement requires First Financial to comply with certain covenants including those related to asset quality and capital levels, and First Financial was in compliance with all covenants associated with this facility as of September 30, 2019 and December 31, 2018.

First Financial had ~~$498.8 million~~$1.3 billion and ~~$570.7~~$414.4 million of long-term debt as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, which included FRB borrowings, subordinated notes, FHLB long term advances and an interest free loan with a municipality.

During the third quarter of 2020 First Financial participated in the PPPLF, which is a program created by the FRB to extend credit to eligible financial institutions that originate PPP loans. The bank had outstanding PPPLF advances of $881.7 million as of September 30, 2020, with an average interest rate of 35 basis points. These borrowings are secured by pledged PPP loans and prepay in conjunction with reductions in the principal balances of those loans.

The following is a summary of First Financial's long-term debt:


	September 30, 2019					December 31, 2018						September 30, 2020				December 31, 2019
(Dollars in thousands)	Amount			Average rate		Amount			Average rate		(Dollars in thousands)	Amount		Average rate		Amount		Average rate
FRB borrowings											FRB borrowings	$	881,672	0.35	%	$	0	N/A
FHLB borrowings	$	326,969		2.05	%	$	400,599		2.08	%	FHLB borrowings	138,424		1.69	%	242,428		1.94	%
Subordinated notes	170,863			5.04	%	170,550			5.28	%	Subordinated notes	321,280		4.86	%	170,967		4.97	%
Unamortized debt issuance costs	(1,052		)	N/A		(1,185		)	N/A		Unamortized debt issuance costs	(2,866)		N/A		(1,007)		N/A
Lease liability	1,223			4.48	%	0			0.00	%	Lease liability	1,879		3.81	%	1,213		4.48	%
Capital loan with municipality	775			0.00	%	775			0.00	%	Capital loan with municipality	775		0.00	%	775		0.00	%
Total long-term debt	$	498,778		3.08	%	$	570,739		3.04	%	Total long-term debt	$	1,341,164	1.57	%	$	414,376	3.20	%

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In April 2020, First Financial issued $150.0 million of fixed to floating rate subordinated notes. The subordinated notes have an initial fixed interest rate of 5.25% to, but excluding, May 15, 2025, payable semi-annually in arrears. From, and including, May 15, 2025, the interest rate on the subordinated notes will reset quarterly to a floating rate per annum equal to a benchmark rate, which is expected to be the then-current three-month term SOFR, plus 5 basis points, payable quarterly in arrears. The subordinated notes mature on May 15, 2030. These notes are redeemable by the Company in whole or in part beginning with the interest payment date of May 15, 2025.

In 2015, First Financial issued $120.0 million of subordinated notes, which have a fixed interest rate of 5.125% payable semiannually and ~~maturing~~mature in August 2025. These notes are not redeemable by the Company, or callable by the holders of the notes prior to maturity. In addition, First Financial acquired $49.5 million of variable rate subordinated notes in the MSFG merger that were issued to previously formed trusts in exchange for the trust proceeds. Interest on the acquired subordinated notes is payable quarterly, in arrears, and the Company has the option to defer interest payments for a period not to exceed 20 consecutive quarters. These acquired subordinated notes mature 30 years after the date of original issuance and may be called at par following the 5 year anniversary of issuance. First Financial also acquired $8.4 million of ~~7.40%~~6.00% fixed rate private placement subordinated debt in conjunction with the MSFG merger that was issued in 2015 and matures in 2025. These notes are redeemable by the Company at par following the 5 year anniversary of issuance. The subordinated notes are treated as Tier 2 capital for regulatory capital purposes and are included in Long-term debt on the Consolidated Balance Sheets.

In addition to subordinated notes, long-term debt included ~~$327.0~~$138.4 million and ~~$400.6~~$242.4 million of fixed rate FHLB long-term advances as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. As of September 30, ~~2019,~~2020, long-term FHLB advances had a weighted average interest rate of ~~2.05%~~1.69%. These instruments are primarily utilized to reduce overnight liquidity risk and to mitigate interest rate sensitivity on the Consolidated Balance Sheets.

NOTE 9: 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 reclassifications out of accumulated other comprehensive income (loss) are as follows:


	Three months ended September 30, 2020
	Total other comprehensive income (loss)										Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to reclass		Reclass from		Pre-tax		Tax effect		Net of tax		Beginning balance		Net activity		Ending balance
Unrealized gain (loss) on debt securities	$	6,931	$	2	$	6,929	$	(1,495)	$	5,434	$	63,691	$	5,434	$	69,125

Retirement obligation	0		(519)		519		(118)		401		(27,260)		401		(26,859)
Total	$	6,931	$	(517)	$	7,448	$	(1,613)	$	5,835	$	36,431	$	5,835	$	42,266

	Three months ended September 30, 2019
	Total other comprehensive income (loss)										Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to reclass		Reclass from		Pre-tax		Tax effect		Net of tax		Beginning balance		Net activity		Ending balance
Unrealized gain (loss) on debt securities	$	12,719	$	105	$	12,614	$	(2,699)	$	9,915	$	37,320	$	9,915	$	47,235
Unrealized gain (loss) on derivatives	94		0		94		(21)		73		(73)		73		0
Retirement obligation	0		(347)		347		(78)		269		(32,054)		269		(31,785)
Total	$	12,813	$	(242)	$	13,055	$	(2,798)	$	10,257	$	5,193	$	10,257	$	15,450


	Nine months ended September 30, 2020
	Total other comprehensive income (loss)										Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to reclass		Reclass from		Pre-tax		Tax effect		Net of tax		Beginning balance		Net activity		Ending balance
Unrealized gain (loss) on debt securities	$	35,474	$	(55)	$	35,529	$	(7,668)	$	27,861	$	41,264	$	27,861	$	69,125

Retirement obligation	0		(1,401)		1,401		(319)		1,082		(27,941)		1,082		(26,859)
Total	$	35,474	$	(1,456)	$	36,930	$	(7,987)	$	28,943	$	13,323	$	28,943	$	42,266

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	Three months ended September 30, 2019																					Nine months ended September 30, 2019
	Total other comprehensive income (loss)												Total accumulated other comprehensive income (loss)									Total other comprehensive income (loss)										Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to reclass		Reclass from			Pre-tax		Tax effect			Net of tax		Beginning balance			Net activity		Ending balance			(Dollars in thousands)	Prior to reclass		Reclass from		Pre-tax		Tax effect		Net of tax		Beginning balance		Net activity		Cumulative effect of new standard		Ending balance
Unrealized gain (loss) on debt securities	$	12,719	$	105		$	12,614	$	(2,699	)	$	9,915	$	37,320		$	9,915	$	47,235		Unrealized gain (loss) on debt securities	$	73,588	$	(110)	$	73,698	$	(15,768)	$	57,930	$	(11,601)	$	57,930	$	906	$	47,235
Unrealized gain (loss) on derivatives	94		0			94		(21		)	73		(73		)	73		0			Unrealized gain (loss) on derivatives	281		0		281		(64)		217		(217)		217		0		0
Retirement obligation	0		(347		)	347		(78		)	269		(32,054		)	269		(31,785		)	Retirement obligation	0		(1,042)		1,042		(237)		805		(32,590)		805		0		(31,785)
Total	$	12,813	$	(242	)	$	13,055	$	(2,798	)	$	10,257	$	5,193		$	10,257	$	15,450		Total	$	73,869	$	(1,152)	$	75,021	$	(16,069)	$	58,952	$	(44,408)	$	58,952	$	906	$	15,450

Three months ended September 30, 2018
Total other comprehensive income (loss)
Total accumulated other
comprehensive income (loss)
(Dollars in thousands)
Prior to
reclass

Reclass
from
Pre-tax Tax effect Net of tax Beginning balance Net activity Ending balance
Unrealized gain (loss) on debt securities $ (13,138 ) $ (167 ) $ (12,971 ) $ 2,786
$ (10,185 ) $ (19,179 ) $ (10,185 ) $ (29,364 )
Unrealized gain (loss) on derivatives 130
0
130
(31 ) 99
(386 ) 99
(287 )
Retirement obligation 0
(452 ) 452
(105 ) 347
(23,593 ) 347
(23,246 )
Total $ (13,008 ) $ (619 ) $ (12,389 ) $ 2,650
$ (9,739 ) $ (43,158 ) $ (9,739 ) $ (52,897 )

Nine months ended September 30, 2019
Total other comprehensive income (loss)
Total accumulated
other comprehensive income (loss)
(Dollars in thousands) Prior to
reclass Reclass
from Pre-tax Tax effect Net of tax Beginning balance Net activity Cumulative effect of new standard Ending balance
Unrealized gain (loss) on debt securities $ 73,588
$ (110 ) $ 73,698
$ (15,768 ) $ 57,930
$ (11,601 ) $ 57,930
$ 906
$ 47,235
Unrealized gain (loss) on derivatives 281
0
281
(64 ) 217
(217 ) 217
0
0
Retirement obligation 0
(1,042 ) 1,042
(237 ) 805
(32,590 ) 805
0
(31,785 )
Total $ 73,869
$ (1,152 ) $ 75,021
$ (16,069 ) $ 58,952
$ (44,408 ) $ 58,952
$ 906
$ 15,450

Nine months ended September 30, 2018
Total other comprehensive income (loss)
Total accumulated
other comprehensive income (loss)
(Dollars in thousands) Prior to
reclass Reclass
from Pre-tax Tax effect Net of tax Beginning balance Net activity Cumulative effect of new standard Ending balance
Unrealized gain (loss) on debt securities $ (37,130 ) $ (197 ) $ (36,933 ) $ 7,940
$ (28,993 ) $ (182 ) $ (28,993 ) $ (189 ) $ (29,364 )
Unrealized gain (loss) on derivatives 535
0
535
(121 ) 414
(577 ) 414
(124 ) (287 )
Retirement obligation 0
(1,323 ) 1,323
(159 ) 1,164
(19,631 ) 1,164
(4,779 ) (23,246 )
Total $ (36,595 ) $ (1,520 ) $ (35,075 ) $ 7,660
$ (27,415 ) $ (20,390 ) $ (27,415 ) $ (5,092 ) $ (52,897 )

The following table presents the activity reclassified from accumulated other comprehensive income into income during the three and nine month periods ended September 30, 2020 and 2019, ~~and 2018,~~ respectively:


		Amount reclassified from accumulated other comprehensive income (loss)														Amount reclassified from accumulated other comprehensive income (loss)
		Three months ended						Nine months ended								Three months ended				Nine months ended
		September 30,						September 30,								September 30,				September 30,
(Dollars in thousands)		2019			2018			2019			2018			Affected Line Item in the Consolidated Statements of Income	(Dollars in thousands)	2020		2019		2020		2019		Affected Line Item in the Consolidated Statements of Income

Realized gain (loss) on securities available-for-sale		$	105		$	(167	)	$	(110	)	$	(197	)	Net gain (loss) on sales of investments securities	Realized gain (loss) on securities available-for-sale	$	2	$	105	$	(55)	$	(110)	Net gain (loss) on sales of investments securities
Defined benefit pension plan	Defined benefit pension plan														Defined benefit pension plan
Amortization of prior service cost ⁽¹⁾		104			104			310			310			Other noninterest expense	Amortization of prior service cost (1)	106		104		308		310		Other noninterest expense
Recognized net actuarial loss⁽¹⁾		(451		)	(556		)	(1,352		)	(1,633		)	Other noninterest expense	Recognized net actuarial loss (1)	(625)		(451)		(1,709)		(1,352)		Other noninterest expense
Defined benefit pension plan total		(347		)	(452		)	(1,042		)	(1,323		)		Defined benefit pension plan total	(519)		(347)		(1,401)		(1,042)
Total reclassifications for the period, before tax		$	(242	)	$	(619	)	$	(1,152	)	$	(1,520	)		Total reclassifications for the period, before tax	$	(517)	$	(242)	$	(1,456)	$	(1,152)

⁽¹⁾ Included in the computation of net periodic pension cost (see Note 13 - Employee Benefit Plans for additional details).

NOTE 10: DERIVATIVES

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

~~First Financial primarily utilizes interest rate and currency exchange swaps as a means to offer borrowers credit-based and currency exchange products that meet their operating needs.~~ First Financial may also utilize interest rate swaps to manage the interest rate risk profile of the Company. Interest rate payments are exchanged with counterparties, based on the notional amount established in the interest rate agreement. 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 does not use derivatives for speculative purposes.

First Financial manages market value credit risk through counterparty credit policies including a review of total derivative notional position to total assets, total credit exposure to total capital and counterparty credit exposure risk.

Client ~~Derivatives.~~derivatives. First Financial utilizes interest rate swaps as a means to offer commercial borrowers fixed rate funding while providing the Company with floating rate assets.

At September 30, ~~2019,~~2020, for the interest rate derivatives, the Company had a total counterparty notional amount outstanding of ~~$1.8~~$2.2 billion, spread among 1719 counterparties, with an estimated fair value of ~~$92.1~~$206.2 million. At December 31, ~~2018,~~2019, the Company had interest rate derivatives with a total counterparty notional amount outstanding of ~~$1.4~~$1.9 billion, spread among 1318 counterparties, with an estimated fair value of ~~$4.9~~$67.5 million.

First Financial monitors its derivative credit exposure to borrowers by monitoring the creditworthiness of the related loan customers through the Company's normal credit review processes. Additionally, the Company's ~~ALLL~~ACL Committee monitors derivative credit risk exposure related to problem loans through the Company's ~~ALLL~~ACL 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.

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In connection with its use of derivative instruments, First Financial and its counterparties may be required to post cash collateral to offset the market position of the derivative instruments. 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.

Foreign ~~Exchange Contracts.~~exchange contracts. First Financial may enter into foreign exchange derivative contracts for the benefit of commercial customers to hedge their exposure to foreign currency fluctuations. Similar to the hedging of interest rate risk from interest rate derivative contracts, First Financial also enters into foreign exchange contracts with major financial institutions to economically hedge a substantial portion of the exposure from client driven foreign exchange activity. These derivatives are classified as free-standing instruments with the revaluation gain or loss recorded in Foreign exchange income in the Consolidated Statements of Income. The ~~Bancorp~~Company has risk limits and internal controls in place to help ensure excessive risk is not being taken in providing this service to customers. These controls include an independent determination of currency volatility and credit equivalent exposure on these contracts, counterparty credit approvals and country limits performed by independent risk management. At September 30, ~~2019,~~2020, the Company had total counterparty notional amount outstanding of ~~$1.8~~$3.1 billion spread among 46 counterparties, with an estimated fair value of $~~7.5~~0.7 million~~at September 30, 2019.~~. At December 31, 2019, the Company had total counterparty notional amounts outstanding of $1.9 billion spread among 6 counterparties, with an estimated fair value of $18.3 million.

In connection with its use of foreign exchange contracts, First Financial and its counterparties may be required to post cash collateral to offset the market position of the derivative instruments. 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 foreign exchange derivative collateral outstanding with its counterparties as an adjustment to the fair value of the foreign exchange derivative contracts within Accrued interest and other assets or Accrued interest and other liabilities in the Consolidated Balance Sheets.

The following table details the classification and amounts of client derivatives and foreign exchange contracts recognized in the Consolidated Balance Sheets:


		September 30, 2020						December 31, 2019
				Estimated fair value						Estimated fair value
(Dollars in thousands)	Balance sheet classification	Notional amount		Gain		Loss		Notional amount		Gain		Loss
Client derivatives - instruments associated with loans
Matched interest rate swaps with borrower	Accrued interest and other assets	$	2,246,698	$	208,296	$	(1)	$	1,923,375	$	70,799	$	(2,636)
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	2,246,698		1		(208,403)		1,923,375		2,636		(70,808)
Foreign exchange contracts
Matched foreign exchange contracts with customers	Accrued interest and other assets	3,085,637		35,888		(36,545)		1,869,934		28,739		(10,433)
Match foreign exchange contracts with counterparty	Accrued interest and other liabilities	3,085,637		36,545		(35,888)		1,869,934		10,433		(28,739)
Total		$	10,664,670	$	280,730	$	(280,837)	$	7,586,618	$	112,607	$	(112,616)

September 30, 2019 December 31, 2018
Estimated fair value Estimated fair value
(Dollars in thousands) Balance sheet classification
Notional
amount
Gain Loss
Notional
amount
Gain Loss
Client derivatives - instruments associated with loans
Matched interest rate swaps with borrower Accrued interest and other assets $ 1,790,433
$ 95,465
$ (3,067 ) $ 1,359,990
$ 17,402
$ (11,787 )
Matched interest rate swaps with counterparty Accrued interest and other liabilities 1,790,433
3,067
(95,495 ) 1,359,990
11,787
(17,401 )
Foreign exchange contracts
Matched foreign exchange contracts with customers Accrued interest and other assets 1,791,955
28,516
(21,023 ) 0
0
0
Match foreign exchange contracts with counterparty Accrued interest and other liabilities 1,791,955
21,023
(28,516 ) 0
0
0
Total $ 7,164,776
$ 148,071
$ (148,101 ) $ 2,719,980
$ 29,189
$ (29,188 )

The following table discloses the gross and net amounts of client derivatives and foreign exchange contacts recognized in the Consolidated Balance Sheets:


	September 30, 2020						December 31, 2019
(Dollars in thousands)	Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets		Net amounts of liabilities (assets) presented in the Consolidated Balance Sheets		Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets		Net amounts of liabilities (assets) presented in the Consolidated Balance Sheets
Client derivatives

Matched interest rate swaps with counterparty	$	208,404	$	(425,946)	$	(217,542)	$	73,444	$	(147,193)	$	(73,749)
Foreign exchange contracts with counterparty	72,433		(38,686)		33,747		39,172		(41,202)		(2,030)
Total	$	280,837	$	(464,632)	$	(183,795)	$	112,616	$	(188,395)	$	(75,779)

September 30, 2019 December 31, 2018
(Dollars in thousands) Gross amounts of recognized liabilities Gross amounts offset in the Consolidated Balance Sheets Net amounts of liabilities (assets) presented in the Consolidated Balance Sheets Gross amounts of recognized liabilities Gross amounts offset in the Consolidated Balance Sheets Net amounts of liabilities (assets) presented in the Consolidated Balance Sheets
Client derivatives
Matched interest rate swaps with counterparty $ 98,562
$ (196,270 ) $ (97,708 ) $ 29,189
$ (14,577 ) $ 14,612
Foreign exchange contracts with counterparty 49,539
(52,139 ) (2,600 ) 0
0
0
Total $ 148,101
$ (248,409 ) $ (100,308 ) $ 29,189
$ (14,577 ) $ 14,612

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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 September 30, ~~2019:~~2020:


(Dollars in thousands)	Notional amount		Average maturity (years)	Fair value
Client derivatives-interest rate contracts
Receive fixed, matched interest rate swaps with borrower	$	2,246,698	5.2	$	208,295
Pay fixed, matched interest rate swaps with counterparty	2,246,698		5.2	(208,402)
Client derivatives-foreign exchange contracts
Foreign exchange contracts-pay USD	$	3,085,637	0.5	(657)
Foreign exchange contracts-receive USD	$	3,085,637	0.5	657
Total client derivatives	$	10,664,670	2.5	$	(107)

(Dollars in thousands)
Notional
amount

Average
maturity
(years)

Fair
value
Client derivatives-interest rate contracts
Receive fixed, matched interest rate swaps with borrower $ 1,790,433
6.1 $ 92,398
Pay fixed, matched interest rate swaps with counterparty 1,790,433
6.1 (92,428 )
Client derivatives-foreign exchange contracts
Foreign exchange contracts-pay USD $ 1,791,955
0.5 7,493
Foreign exchange contracts-receive USD $ 1,791,955
0.5 (7,493 )
Total client derivatives $ 7,164,776
3.3 $ (30 )

Credit ~~Derivatives.~~derivatives. In conjunction with participating interests in commercial loans, First Financial periodically enters into risk participation agreements with 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 ~~$185.6~~$235.0 million as of September 30, ~~2019~~2020 and ~~$138.4~~$216.2 million as of December 31, ~~2018.~~2019. The fair value of these agreements is recorded in Accrued interest and other liabilities on the Consolidated Balance Sheets and was ~~$0.3~~$0.4 million at September 30, ~~2019~~2020 and ~~$0.1~~$0.2 million at December 31, ~~2018.~~2019.

Mortgage ~~Derivatives.~~derivatives. First Financial enters into IRLCs and forward commitments for the future delivery of mortgage loans to third party investors, which are considered derivatives. When borrowers secure IRLCs with First Financial and the loans are intended to be sold, First Financial will enter into forward commitments for the future delivery of the loans to third party

investors in order to hedge against the effect of changes in interest rates impacting IRLCs and loans held for sale. At September 30, ~~2019,~~2020, the notional amount of the IRLCs was ~~$53.0~~$158.1 million and the notional amount of forward commitments was ~~$53.0~~$153.0 million. As of December 31, ~~2018,~~2019, the notional amount of IRLCs was ~~$20.8~~$33.4 million and the notional amount of forward commitments was ~~$12.3~~$37.8 million. The ~~fair value of~~unrealized gain on these agreements was ~~a loss of $0.2~~$1.1 million and $0.9 million at September 30, ~~2019~~2020 and ~~was insignificant at~~ December 31, ~~2018~~2019, respectively, and ~~was~~were recorded in ~~Accrued~~accrued interest and other assets on the Consolidated Balance Sheets.

NOTE 11: COMMITMENTS AND CONTINGENCIES

First Financial offers a variety of financial instruments including loan commitments and letters of credit to assist clients in meeting their requirement for liquidity and credit enhancement. GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.

First Financial utilizes the same credit policies in issuing commitments and conditional obligations as it does for credit instruments recorded on the Consolidated Balance Sheets. First Financial’s exposure to credit loss in the event of non-performance by the counterparty iswas represented by the contractual amounts of those instruments. Effective January 1, 2020, First Financial ~~utilizes~~adopted ASC 326, at which time First Financial estimated expected credit losses over the ~~ALLL~~contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life consistent with the Company's ACL methodology for loans and leases. Adjustments to ~~maintain a~~the reserve ~~that it considers sufficient to absorb probable incurred~~for unfunded commitments are recorded in Provision for credit losses ~~incurred~~- unfunded commitments in ~~letters~~the Consolidated Statements of ~~credit and outstanding loan commitments.~~ Income. First Financial had ~~$0.4 million and $0.7~~$14.8 million of ~~reserves~~ACL for unfunded commitments recorded in Accrued interest and other liabilities on the Consolidated Balance Sheets as of September 30, ~~2019~~2020.

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Loan commitments. Loan commitments are agreements to extend credit to a client, absent any violation of conditions 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 will expire without being fully 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 ~~$3.2 billion~~ ~~and $3.0~~$3.5 billion at September 30, ~~2019~~2020 and $3.3 billion at December 31, ~~2018, respectively.~~2019. As of September 30, 2020, loan commitments with a fixed interest rate totaled $128.8 million while commitments with variable interest rates totaled $3.4 billion. At December 31, 2019, loan commitments with a fixed interest rate totaled ~~$129.0~~$123.7 million while commitments with variable interest rates totaled ~~$3.0 billion. At December 31, 2018, loan commitments with a fixed interest rate totaled $174.0 million while commitments with variable interest rates totaled $2.9~~$3.2 billion. First Financial's fixed rate loan commitments have interest rates ranging from 0.00% to 21.00% for both September 30, 2020 and December 31, 2019 and have maturities ranging from less than 1one year to 3030.0 years for ~~both~~ September 30, ~~2019~~2020 and less than one year to 31.6 years for December 31, ~~2018.~~2019.

The following table presents by type First Financial's active loan balances and related obligations to extend credit as of September 30, 2020.


(dollars in thousands)	Unfunded commitment		Loan balance
Commercial & industrial	$	1,287,307	$	3,292,313
Lease financing	0		74,742
Construction real estate	404,441		575,648
Commercial real estate-investor	142,502		3,263,213
Commercial real estate-owner	47,943		1,083,912
Residential real estate	31,513		1,027,702
Home equity	750,994		754,743
Installment	20,138		84,629
Credit card	204,527		43,907
Total	$	2,889,365	$	10,200,809

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 letters of credit consist 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 client's contractual default to produce the contracted good or service to a third party. First Financial issued letters of credit aggregating ~~$32.0~~$37.6 million and ~~$32.7~~$33.4 million at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Management conducts regular reviews of these instruments on an individual client basis.

Investments in affordable housing tax credits. First Financial has made investments in certain qualified affordable housing tax credits. These credits are an indirect federal ~~subsidy~~subsidies that provide tax incentives to encourage investment in the acquisition, development, and rehabilitation of affordable rental housing, and allow investors to claim tax credits and other tax benefits (such as deductions from taxable income for operating losses) on their federal income tax returns. The principal risk associated with qualified affordable housing investments is the potential for noncompliance with the tax code requirements, such as failure to rent property to qualified tenants, resulting in the unavailability or recapture of the tax credits and other tax benefits. Investments in affordable housing projects are accounted for under the proportional amortization method and are included in Accrued interest and other assets in the Consolidated Balance Sheets.

First Financial's affordable housing commitments totaled ~~$36.3~~$43.5 million and ~~$39.4~~$38.5 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. The Company recognized tax credits of ~~$1.6~~$1.8 million and ~~$1.3~~$1.6 million for the three months ended September 30, 2020 and 2019, ~~and 2018, respectively~~respectively. First Financial recognized tax credits of $5.5 million and $4.8 ~~million and $3.6~~ million for the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The Company recognized amortization expense, which was included in income tax expense, of ~~$1.6~~$2.0 million and ~~$1.4~~$1.6 million for the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$5.4~~$6.1 million and ~~$4.3~~$5.4 million for the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively. First Financial had 0 affordable housing contingent commitments as of September 30, ~~2019~~2020 or December 31, ~~2018.~~2019.

Investments in historic tax credits. First Financial has noncontrolling financial investments in private investment funds and partnerships which are not consolidated. These investments may generate a return through the realization of federal and state income tax credits, as well as other tax benefits, such as tax deductions from net operating losses of the investments over a period of time. Investments in historic tax credits are accounted for under the equity method of accounting and are carried in

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Accrued interest and other assets on the Consolidated Balance Sheets. The Company’s recorded investment in these entities was approximately ~~$3.7~~$3.8 million at September 30, ~~2019~~2020 and ~~$3.9~~$3.1 million at December 31, ~~2018.~~2019. The maximum exposure to loss related to these investments was ~~$3.7~~$4.1 million at September 30, ~~2019~~2020 and ~~$3.9~~$5.1 million at December 31, ~~2018,~~2019, representing the Company’s investment balance and its unfunded commitments to invest additional amounts. Investments in historic tax credits resulted in ~~insignificant~~$0.1 million of tax credits for the three ~~month period~~months ended September 30, ~~2019~~2020 and ~~$0.1 million~~were insignificant for the three ~~month period~~months ended September 30, ~~2018,~~2019. Investments in historic tax credits resulted in $0.3 million of tax credits for the nine months ended September 30, 2020 and $0.1 ~~million and $0.4~~ million for the nine months ended September 30, ~~2019 and September 30, 2018, respectively.~~2019.

Contingencies/Litigation. First Financial and its subsidiaries are engaged in various matters of litigation 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 are incidental to our regular business activities. While the ultimate liability with respect to these 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 September 30, ~~2019.~~2020. 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. First Financial had 0 reserves related to litigation matters as of September 30, ~~2019~~2020 or December 31, ~~2018.~~2019.

NOTE 12: INCOME TAXES

For the third quarter ~~2019,~~of 2020, income tax expense was ~~$12.4~~$9.3 million, resulting in an effective tax rate of ~~19.6%~~18.3% compared with income tax expense of ~~$12.9~~$12.4 million and an effective ~~income~~ tax rate of ~~20.2%~~19.6% for the comparable period in ~~2018.~~2019. The decrease in the effective tax rate in the third quarter of 2020 compared to the same period in 2019 is due to lower pre-tax income in the third quarter of 2020 as well as higher executive compensation in 2019. For the first nine months of ~~2019,~~2020, income tax expense was ~~$35.5~~$23.2 million, resulting in an effective tax rate of ~~19.2%~~17.8% compared with income tax expense of ~~$29.8~~$35.5 million and an effective tax rate of ~~20.2%~~19.2% for the comparable period in ~~2018.~~2019. The decrease in the year-to-date effective tax rate is primarily due to ~~favorable resolution~~lower pre-tax income in the first nine months of ~~an uncertain state tax position, favorable tax reform guidance related to~~2020 and the ~~treatment~~carryback of ~~acquired BOLI and stock compensation activity, which was~~certain net operating losses as allowed under the CARES Act. These adjustments were partially offset by an ~~increase~~unfavorable impact related to stock compensation activity in ~~non-deductible executive compensation.~~2020.

At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, First Financial had ~~$2.4~~$1.9 million and ~~$2.9~~$2.4 million, respectively, of unrecognized tax benefits, as determined under FASB ASC Topic 740-10, Income Taxes, that if recognized would favorably impact the effective income tax rate in future periods. The unrecognized tax benefits relate to state income tax exposures from taking tax positions where the Company believes it is likely that, upon examination, a state may take a position contrary to the position taken by First Financial. The Company believes that resolution regarding our uncertain tax positions is reasonably possible within the next twelve months and could result in full, partial or no recognition of the benefit. First Financial recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had 0 interest or penalties recorded.

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 ~~2015~~2017 have been closed and are no longer subject to U.S. federal income tax examinations. Tax years ~~2015~~2017 through ~~2018~~2019 remain open to examination by the federal taxing authority.

First Financial is no longer subject to state and local income tax examinations for years prior to ~~2011.~~2012. Tax years ~~2011~~2012 through ~~2018~~2019 remain open to state and local examination in various jurisdictions.

NOTE 13: EMPLOYEE BENEFIT PLANS

First Financial sponsors a non-contributory defined benefit pension plan which covers substantially all employees and uses a December 31 measurement date for the plan. Plan assets are primarily invested in fixed income and publicly traded equity mutual funds. The pension plan does not directly own any shares of First Financial common stock or any other First Financial security or product.

First Financial made 0 cash contributions to fund the pension plan during the nine months ended September 30, ~~2019,~~2020, or the year ended December 31, ~~2018,~~2019, and does not expect to make cash contributions to the plan through the remainder of ~~2019.~~2020.

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As a result of the plan’s actuarial projections, First Financial recorded expense as set forth in the following table. The amounts are recognized in First Financial’s Consolidated Statements of Income related to the Company's pension plan.


	Three months ended				Nine months ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Service cost	$	2,079	$	1,649	$	5,855	$	4,944
Interest cost	624		694		1,831		2,083
Expected return on assets	(2,443)		(2,429)		(7,382)		(7,288)
Amortization of prior service cost	(106)		(104)		(308)		(310)
Net actuarial loss	625		451		1,709		1,352
Net periodic benefit cost (income)	$	779	$	261	$	1,705	$	781

Three months ended Nine months ended
September 30, September 30,
(Dollars in thousands) 2019 2018 2019 2018
Service cost $ 1,649
$ 1,736
$ 4,944
$ 4,766
Interest cost 694
601
2,083
1,792
Expected return on assets (2,429 ) (2,450 ) (7,288 ) (7,360 )
Amortization of prior service cost (104 ) (104 ) (310 ) (310 )
Net actuarial loss 451
556
1,352
1,633
Net periodic benefit cost (income) $ 261
$ 339
$ 781
$ 521

NOTE 14: REVENUE RECOGNITION

The majority of the ~~Company's~~Company’s revenues come from ~~interest income and other~~ sources ~~including loans, leases, securities and derivatives,~~ that are outside of the scope of ASU ~~No.~~ 2014-09, Revenue from Contracts with Customers. Income sources that are outside of this standard include income earned on loans, leases, securities, derivatives and foreign exchange. The Company's services that fall within the scope of ASU ~~2019-09~~2014-09 are presented within Noninterest income and are recognized as revenue when the Company satisfies its obligation to the customer. Services within the scope of this guidance include service charges on deposits, trust and wealth management fees, bankcard income, gain/loss on the sale of OREO and investment brokerage fees.

Service charges on deposit accounts. The Company earns revenues from its deposit customers for transaction-based fees, account maintenance fees and overdraft fees. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Similarly, overdraft fees are recognized at the point in time that the overdraft occurs as this corresponds with the Company's performance obligation. Service charges on deposit accounts are withdrawn from the customer's deposit account.

Trust and wealth management fees. Trust and wealth management fees are primarily asset-based, but can also include flat fees based upon a specific service rendered, such as tax preparation services. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fees. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and wealth management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, as incurred.

Bankcard income. The Company earns interchange fees from cardholder transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized concurrent with the transaction processing services provided to the cardholder. Interchange income is presented on the Consolidated Statements of Income net of expenses. Gross interchange income for the third quarter of ~~2019~~2020 was $6.3 million, which was partially offset by ~~$3.0~~$3.1 million of expenses within Noninterest income. Gross interchange income for the third quarter of ~~2018~~2019 was ~~$8.6~~$6.3 million, which was partially offset by ~~$3.4~~$3.0 million of expenses. Gross interchange income for the first nine months of 2020 was $17.6 million, which was partially offset by $8.9 million of expenses within Noninterest income. Gross interchange income for the first nine months of 2019 was $24.2 million, which was partially offset by $8.8 million of ~~expenses within Noninterest income. Gross interchange income for the first nine months of 2018 was $22.1 million, which was partially offset by $8.1 million of~~ expenses.

Other. Other noninterest income consists of other recurring revenue streams such as transaction fees, safe deposit rental income, insurance commissions, merchant referral income, gain (loss) on sale of OREO and brokerage revenue. Transaction fees primarily include check printing sales commissions, collection fees and wire transfer fees which arise from in-branch transactions. Safe deposit rental income arises from fees charged to the customer on an annual basis and recognized upon receipt of payment. Insurance commissions are agent commissions earned by the Company and earned upon the effective date of the bound coverage. Merchant referral income is associated with a program whereby the Company receives a share of processing revenue that is generated from clients that were referred by First Financial to the service provider. Revenue is recognized at the point in time when the transaction occurs.

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The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of the executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectibility of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

Brokerage revenue represents fees from investment brokerage services provided to customers by a third party provider. The Company receives commissions from the third-party service provider on a monthly basis based upon customer activity for the month. The fees are recognized monthly and a receivable is recorded until commissions are paid the following month. Because the Company (i) acts as an agent in arranging the relationship between the customer and the third-party service provider and (ii) does not control the services rendered to the customers, investment brokerage fees are presented net of related costs.

NOTE 15: EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:


	Three months ended				Nine months ended
	September 30,				September 30,
(Dollars in thousands, except per share data)	2020		2019		2020		2019
Numerator
Net income available to common shareholders	$	41,477	$	50,856	$	107,498	$	149,398

Denominator
Weighted average shares outstanding for basic earnings per common share	97,247,080		98,517,025		97,400,942		98,177,802
Effect of dilutive securities
Employee stock awards	761,653		560,698		716,521		545,371

Adjusted weighted average shares for diluted earnings per common share	98,008,733		99,077,723		98,117,463		98,723,173

Earnings per share available to common shareholders
Basic	$	0.43	$	0.52	$	1.10	$	1.52
Diluted	$	0.42	$	0.51	$	1.10	$	1.51

Three months ended Nine months ended
September 30, September 30,
(Dollars in thousands, except per share data) 2019 2018 2019 2018
Numerator
Net income available to common shareholders $ 50,856
$ 50,657
$ 149,398
$ 117,581

Denominator
Weighted average shares outstanding for basic earnings per common share 98,517,025
97,411,201
98,177,802
85,602,116
Effect of dilutive securities
Employee stock awards 560,698
536,760
545,371
515,566
Warrants 0
536,267
0
522,245
Adjusted weighted average shares for diluted earnings per common share 99,077,723
98,484,228
98,723,173
86,639,927

Earnings per share available to common shareholders

Basic $ 0.52
$ 0.52
$ 1.52
$ 1.37
Diluted $ 0.51
$ 0.51
$ 1.51
$ 1.36

~~First Financial had 0 warrants outstanding to purchase the Company's common~~If applicable, stock as of September 30, 2019. Warrants acquired in the MSFG merger were outstanding as of December 31, 2018 and were exercised in January 2019. At September 30, 2018, First Financial had warrants outstanding representing the right to purchase 17,172 shares of common stock at an exercise price of $12.09 per share.

~~Stock~~ options and warrants with exercise prices greater than the average market price of the common shares ~~were not included in~~are excluded from the computation of net income per diluted share, as they would ~~have been~~be antidilutive. Using the end of period price of the Company's common shares, there were 0 antidilutive options at September 30, ~~2019~~2020 and September 30, ~~2018.~~ 2019.

NOTE 16: FAIR VALUE DISCLOSURES

The fair value framework as disclosed in the 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.

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The estimated fair values of First Financial’s financial instruments not measured at fair value on a recurring or nonrecurring basis in the consolidated financial statements were as follows:


	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
September 30, 2020
Financial assets
Cash and short-term investments	$	245,934	$	245,934	$	245,934	$	0	$	0
Investment securities held-to-maturity	118,072		123,441		0		123,441		0
Other investments	118,292		N/A		N/A		N/A		N/A
Loans held for sale	69,008		69,008		0		69,008		0
Loans and leases	10,032,265		9,953,876		0		0		9,953,876
Accrued interest receivable	53,127		53,127		0		11,902		41,225

Financial liabilities





Deposits	11,567,430		11,576,499		0		11,576,499		0
Short-term borrowings	247,658		247,658		247,658		0		0
Long-term debt	1,341,164		1,337,424		0		1,337,424		0
Accrued interest payable	9,112		9,112		104		9,008		0


	Carrying		Estimated fair value									Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3		(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
September 30, 2019
December 31, 2019											December 31, 2019
Financial assets											Financial assets
Cash and short-term investments	$	282,151	$	282,151	$	282,151	$	0	$	0	Cash and short-term investments	$	257,639	$	257,639	$	257,639	$	0	$	0
Investment securities held-to-maturity	148,778		149,724		0		149,724		0		Investment securities held-to-maturity	142,862		142,821		0		142,821		0
Other investments	124,965		N/A		N/A		N/A		N/A		Other investments	125,020		N/A		N/A		N/A		N/A
Loans held for sale	23,528		23,528		0		23,528		0		Loans held for sale	13,680		13,680		0		13,680		0
Loans and leases	9,007,126		8,918,940		0		0		8,918,940		Loans and leases	9,144,015		9,134,215		0		0		9,134,215
Accrued interest receivable	41,321		41,321		0		12,653		28,668		Accrued interest receivable	39,591		39,591		0		12,743		26,848

Financial liabilities											Financial liabilities

Deposits	10,083,857		10,083,186		0		10,083,186		0		Deposits	10,210,229		10,209,790		0		10,209,790		0
Short-term borrowings	1,214,186		1,214,186		1,214,186		0		0		Short-term borrowings	1,316,181		1,316,181		1,316,181		0		0
Long-term debt	498,778		501,174		0		501,174		0		Long-term debt	414,376		414,937		0		414,937		0
Accrued interest payable	13,287		13,287		3,179		10,108		0		Accrued interest payable	13,671		13,671		1,899		11,772		0

Carrying Estimated fair value
(Dollars in thousands) value Total Level 1 Level 2 Level 3
December 31, 2018
Financial assets

Cash and short-term investments $ 273,959
$ 273,959
$ 273,959
$ 0
$ 0
Investment securities held-to-maturity 429,328
424,118
0
424,118
0
Other investments 115,660
N/A
N/A
N/A
N/A
Loans held for sale 4,372
4,372
0
4,372
0
Loans and leases 8,767,672
8,662,868
0
0
8,662,868
Accrued interest receivable 41,816
41,816
0
13,819
27,997

Financial liabilities
Deposits 10,140,394
10,113,475
0
10,113,475
0
Short-term borrowings 1,040,691
1,040,691
1,040,691
0
0
Long-term debt 570,739
557,933
0
557,933
0
Accrued interest payable 12,126
12,126
2,035
10,091
0

In accordance with our adoption of ASU 2016-01 in 2018, the methods utilized to measure the fair value of financial instruments at September 30, 2019 and December 31, 2018 represent an approximation of exit price, however, an actual exit price may differ.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value on a recurring or nonrecurring basis.

Investment securities. Investment securities classified as 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 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 previously described are considered Level 3.

First Financial utilizes values provided by third-party pricing vendors to price the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic and reviews the pricing methodologies utilized by the pricing vendors to ensure that the fair value determination is consistent with the applicable accounting guidance. First Financial’s pricing process

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includes a series of quality assurance activities where prices are compared to recent market conditions, historical prices and other independent pricing services. Further, the Company periodically validates the fair value of a sample of securities in the portfolio by comparing the fair values to prices from other independent sources for the same or similar securities. First Financial analyzes unusual or significant variances, conducts additional research with the pricing vendor, and if necessary, takes appropriate action based on its findings. The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

~~Impaired~~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 and foreign exchange contracts at the reporting date, using primarily observable market inputs such as interest rate yield curves which represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes an internally-developed model to value the credit risk component of derivative assets and liabilities, which 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.

Nonperforming loans. The fair value of ~~impaired~~nonperforming loans are specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ~~ALLL.~~ACL. 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 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 on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements. 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~~Nonperforming loans are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period ~~incurred~~expected to occur as provision for ~~loan and lease~~credit losses on the Consolidated Statements of Income.

OREO. Assets acquired through loan foreclosure are recorded at fair value less costs to sell, with any difference between the fair value of the property and the carrying value of the loan recorded as a charge-off. If the fair value is higher than the carrying amount of the loan, the excess is recognized first as a recovery and then as noninterest income. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in noninterest expense. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value differs from the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. The Company classifies OREO in level 3 of the fair value hierarchy.

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~~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 and foreign exchange contracts at the reporting date, using primarily observable market inputs such as interest rate yield curves which represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes an internally-developed model to value the credit risk component of derivative assets and liabilities, which 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.

The financial assets and liabilities measured at fair value on a recurring basis in the consolidated financial statements were as follows:


	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
September 30, 2020
Assets
Investment securities available-for-sale	$	103	$	2,964,105	$	40,755	$	3,004,963
Interest rate derivative contracts	0		208,443		0		208,443
Foreign exchange derivative contracts	0		72,433		0		72,433
Total	$	103	$	3,244,981	$	40,755	$	3,285,839

Liabilities
Interest rate derivative contracts	$	0	$	209,401	$	0	$	209,401
Foreign exchange derivative contracts	0		72,433		0		72,433
Total	$	0	$	281,834	$	0	$	281,834

Fair value measurements using
(Dollars in thousands) Level 1 Level 2 Level 3
Assets/liabilities
at fair value
September 30, 2019
Assets
Investment securities available-for-sale $ 100
$ 2,840,539
$ 9,863
$ 2,850,502
Interest rate derivative contracts 0
98,645
0
98,645
Foreign exchange derivative contracts 0
49,539
0
49,539
Total $ 100
$ 2,988,723
$ 9,863
$ 2,998,686

Liabilities

Interest rate derivative contracts $ 0
$ 99,012
$ 0
$ 99,012
Foreign exchange derivative contracts 0
49,539
0
49,539
Total $ 0
$ 148,551
$ 0
$ 148,551

Fair value measurements using
(Dollars in thousands) Level 1 Level 2 Level 3
Assets/liabilities
at fair value
December 31, 2018
Assets
Investment securities available-for-sale $ 97
$ 2,764,443
$ 14,715
$ 2,779,255
Derivatives 0
29,543
0
29,543
Total $ 97
$ 2,793,986
$ 14,715
$ 2,808,798

Liabilities

Derivatives $ 0
$ 29,336
$ 0
$ 29,336


	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
December 31, 2019
Assets
Investment securities available-for-sale	$	100	$	2,842,794	$	9,190	$	2,852,084
Interest rate derivative contracts	0		73,558		0		73,558
Foreign exchange derivative contracts	0		39,172		0		39,172
Total	$	100	$	2,955,524	$	9,190	$	2,964,814

Liabilities
Interest rate derivative contracts	$	0	$	73,750	$	0	$	73,750
Foreign exchange derivative contracts	$	0	$	39,172	$	0	$	39,172
Total	$	0	$	112,922	$	0	$	112,922

The following table presents a reconciliation for certain AFS securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine ~~months~~month periods ended September 30, ~~2019. No AFS securities were measured at fair value on a recurring basis for the three or nine months ended~~2020 and September 30, ~~2018.~~2019.


	Three months ended				Nine months ended
	September 30,				September 30,
(dollars in thousands)	2020		2019		2020		2019
Beginning balance	$	41,577	$	12,798	$	9,190	$	14,715
Accretion (amortization)	(9)		5		10		(557)
Increase (decrease) in fair value	12		0		(26)		33
Settlements	(825)		(2,940)		31,581		(4,328)
Ending balance	$	40,755	$	9,863	$	40,755	$	9,863

Three months ended Nine months ended
(dollars in thousands) September 30, 2019 September 30, 2019
Beginning balance $ 12,798
$ 14,715
Accretion (amortization) 5
(557 )
Increase (decrease) in fair value 0
33
Settlements (2,940 ) (4,328 )
Ending balance $ 9,863
$ 9,863

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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 fair value accounting or write-downs of individual assets. The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis.


	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3
September 30, 2020
Assets

Impaired loans	$	0	$	0	$	16,030
OREO	0		0		484


	Fair value measurements using							Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		(Dollars in thousands)	Level 1		Level 2		Level 3
September 30, 2019
December 31, 2019							December 31, 2019
Assets							Assets

Impaired loans	$	0	$	0	$	1,097	Impaired loans	$	0	$	0	$	9,268
OREO	0		0		1,157		OREO	0		0		1,088

Fair value measurements using
(Dollars in thousands) Level 1 Level 2 Level 3
December 31, 2018
Assets
Impaired loans $ 0
$ 0
$ 1,320
OREO 0
0
1,089

NOTE 17: BUSINESS COMBINATIONS

In August, 2019, the Company completed the acquisition of Bannockburn Global Forex, LLC. Pursuant to the acquisition agreement, First Financial agreed to acquire all of the issued and outstanding membership interests of BGF for aggregate consideration of approximately $114.6 million consisting of $53.7 million in cash and $60.9 million of First Financial common stock. BGF was a privately held capital markets trading firm specializing in foreign currency advisory, hedge analytics, and transaction processing for closely held enterprises. Upon completion of the transaction, Bannockburn became a division of the Bank, but continues to operate as Bannockburn Global Forex, taking advantage of its existing brand recognition within the foreign exchange industry.

The Bannockburn transaction was 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 date, in accordance with FASB ASC Topic 805, Business Combinations. The fair value measurements of assets acquired and liabilities assumed were $74.9 million and ~~$18.3~~$18.4 million, respectively, and ~~are~~were subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values became available. The ~~measurement period ends in~~fair values of assets acquired and liabilities assumed were considered final as of August 2020. Goodwill arising from the BGF acquisition was $58.0 million and reflects the business’s high growth potential and the expectation that the acquisition will provide additional revenue growth and diversification. The goodwill is deductible for income tax purposes as the transaction is considered a taxable exchange. For further detail, see Note 6 – Goodwill and Other Intangible Assets.

On April 1, 2018, the Company completed its acquisition of MainSource Financial Group, Inc. and its banking subsidiary, MainSource Bank. Results of MSFG have been included in the Company's results of operations beginning on April 1, 2018. Under the terms of the merger agreement, shareholders of MSFG received 1.3875 common shares of First Financial common stock for each share of MSFG common stock, with cash paid in lieu of fractional shares. Including outstanding options and warrants to purchase MSFG common stock, the total purchase consideration was $1.1 billion and resulted in goodwill of $675.6 million. The goodwill arising from the acquisition largely reflected synergies and cost savings resulting from combining the operations of the companies. First Financial incurred merger related expenses related to the acquisition of MSFG of $3.2 million for the first nine months of 2019 and $37.8 million during the year ended December 31, 2018.

The MSFG acquisition provides additional revenue growth and diversification. The goodwill is not deductible for income tax purposes as the transaction was accounted for as a tax-free exchange. For further detail, see Note 6 – Goodwill and Other Intangible Assets.

The MainSource transaction was 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 date, in accordance with FASB ASC Topic 805, Business Combinations. The fair value measurements of assets acquired and liabilities assumed were subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values became available. The fair values of assets acquired and liabilities assumed were considered final as of March 31, 2019.

The following table provides the purchase price calculation as of the acquisition date, identifiable assets purchased and liabilities assumed at their estimated fair value. As a condition of the merger, certain acquired assets and liabilities held for sale were divested subsequent to the closing of the merger. There was no gain or loss recorded in the Consolidated Statement of Income in conjunction with this divestiture.

(Dollars in thousands) MainSource
Purchase consideration
Cash consideration $ 43
Stock consideration 1,043,424
Warrant consideration 14,460
Options consideration 1,577
Total purchase consideration 1,059,504

Assets acquired
Cash 71,806
Investment securities available-for-sale 900,935
Investment securities held-to-maturity 171,423
Other investments 28,763
Loans 2,792,572
Premises and equipment 98,814
Intangible assets 42,887
Other assets 167,829
Assets held for sale 127,775
Total assets acquired 4,402,804

Liabilities assumed
Deposits 3,263,920
Subordinated notes 49,027
FHLB advances 291,887
Other borrowings 205,620
Other liabilities 32,649
Liabilities held for sale 175,840
Total liabilities assumed 4,018,943

Net identifiable assets 383,861
Goodwill $ 675,643

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The fair value of net assets acquired includes fair value adjustments to certain loans that were not considered impaired as of the acquisition date as the Company believes that all contractual cash flows will be collected. The fair value adjustments were

determined using discounted cash flows. In conjunction with the MSFG merger, First Financial acquired loans with a fair value and gross contractual amounts receivable of $2.8 billion and $2.9 billion, respectively, on the date of acquisition.

The following table presents supplemental pro forma information as if the MSFG acquisition had occurred at the beginning of 2017. The pro forma information includes adjustments for interest income on acquired loans, amortization of intangible assets arising from the transaction, depreciation expense on property acquired, interest expense on deposits acquired, merger-related expenses incurred and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed date. The disclosures regarding the results of operations for MSFG subsequent to its acquisition date are omitted as this information is not practical to obtain.

Twelve months ended
December 31,
(Dollars in thousands, except per share data) 2018 2017
Pro Forma Condensed Combined Income Statement Information
Net interest income $ 484,915
$ 454,579
Net income 221,122
130,402
Basic earnings per share 2.27
1.34
Diluted earnings per share 2.25
1.33

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS ~~(MD&A)~~

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

(Unaudited)

All reclassifications of prior period amounts, if applicable, have been made to conform to the current period’s presentation and had no effect on the Company's previously reported net income or financial condition.

EXECUTIVE SUMMARY

First Financial Bancorp. is a ~~$14.5~~$15.9 billion financial holding company headquartered in Cincinnati, Ohio, which operates through its subsidiaries primarily in Ohio, Indiana, Kentucky and Illinois. These subsidiaries include First Financial Bank, an

Ohio-chartered commercial bank, which operated ~~145~~143 full service banking centers as of September 30, ~~2019.~~2020. First Financial

provides banking and financial services products to business and retail clients through its six lines of business: Commercial,

Retail Banking, Mortgage Banking, Wealth Management, Investment Commercial Real Estate and Commercial Finance.

Commercial Finance provides equipment and leasehold improvement financing for franchisees in the quick service and casual

dining restaurant sector and commission-based financing, primarily to insurance agents and brokers, throughout the United

States. Wealth ~~management~~Management had ~~$2.9~~$2.8 billion in assets under management as of September 30, ~~2019~~2020 and provides the following

services: financial planning, investment management, trust administration, estate settlement, brokerage services and retirement planning.

MARKET STRATEGY

First Financial aims to develop a competitive advantage by utilizing a local market focus to provide superior service and build long-term relationships with clients while helping them achieve greater financial success. First Financial serves a combination of metropolitan and community markets in Ohio, Indiana, Kentucky and Illinois through its full-service banking centers, and provides financing to franchise owners and clients within the financial services industry 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~~long-term profitability and ~~long-term profitability.~~growth. First Financial intends to concentrate plans for future growth and capital investment within its current metropolitan markets, and will continue to evaluate additional growth opportunities in metropolitan markets located within, or in close proximity to, the Company's current geographic footprint. Additionally, First Financial may assess strategic acquisitions that provide product line extensions or additional industry verticals that compliment its existing business and diversify its product suite and revenue streams. First Financial's investment in community markets is an important part of the Bank's core funding base and has historically provided stable, low-cost funding sources. ~~Additionally, First Financial may assess strategic acquisitions that provide product line extensions or additional industry verticals that compliment its existing business.~~

BUSINESS COMBINATIONS

In August 2019, the Company acquired Bannockburn Global Forex, LLC, an industry-leading capital markets firm. The Cincinnati-based company provides transactional currency payments, foreign exchange hedging and other advisory products to closely held enterprises, financial sponsors and ~~downstream~~ financial institutions across the United States. Bannockburn became a division of the Bank and ~~will continue~~continues to operate as Bannockburn Global Forex, taking advantage of its existing brand recognition within the foreign exchange industry. The total purchase consideration was $114.6 million, ~~and under the terms of the agreement, partners of Bannockburn received an aggregate~~consisting of $53.7 million in cash and $60.9 million in First Financial common stock. The transaction resulted in First Financial recording $58.0 million of goodwill on the Consolidated Balance Sheet, which reflects the ~~business’s~~business’ high growth potential, and the expectation that the acquisition will provide additional revenue growth and diversification. The goodwill is deductible for income tax purposes as the transaction is considered a taxable exchange.

In April 2018, the Company completed its acquisition of MainSource Financial Group, Inc. and its banking subsidiary, MainSource Bank. The merger positioned the combined company to better serve the complementary geographies of Ohio, Indiana, Kentucky and Illinois by creating a higher performing bank with greater scale and capabilities. Under the terms of the merger agreement, shareholders of MainSource received 1.3875 common shares of First Financial common stock for each share of MainSource common stock. Including outstanding options and warrants on MainSource common stock, total purchase consideration was $1.1 billion. In the merger, First Financial acquired total assets of $4.4 billion, loans of $2.8 billion and deposits of $3.3 billion, resulting in goodwill of $675.6 million.

The ~~Bannockburn and MainSource transactions were~~BGF transaction was accounted for using the acquisition method of accounting. Accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date, in accordance with FASB ASC Topic 805, Business Combinations.

See Note 17 – Business Combinations in the Notes to Consolidated Financial Statements for further discussion of these transactions.

COVID-19 CONSIDERATIONS

The Company's operations and financial results for the majority of 2020 were substantially influenced by the COVID-19 pandemic. The Company updated operating protocols to continuously provide virtually all banking services while prioritizing the health of both its clients and associates. Nearly all banking centers had returned to full service by the end of the third

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quarter after being limited to drive-through services for most of the second quarter. Sales associates, support teams and management largely continued working remotely; however, associates located in the Company's corporate offices and operations centers began to gradually return to those locations at reduced capacity levels in the third quarter. In addition, the Company has maintained its focus on enhancing remote, mobile and online processes to better support a bank anytime anywhere environment.

To assist clients during the pandemic, the Company quickly implemented distinct COVID-19 relief programs to provide comprehensive financial assistance to clients through payment deferrals, fee waivers, and suspension of vehicle repossessions and residential property foreclosures, among others. The Company also actively monitored the actions of federal and state governments to proactively assist clients and ensure awareness of each financial assistance program available.

The Bank underwent a significant level of cross training and redeployment of associate resources to rapidly meet the influx of client requests in response to the passage of the CARES Act and the establishment of the Paycheck Protection Program. The Company's response to the PPP resulted in early successes in providing customer relief and as of September 30, 2020, the Company had approximately 6,800 active PPP loans with $886.1 million in balances, net of unearned fees of $24.2 million.

Further, as of September 30, 2020, the Company had modified $2.1 billion in commercial loans and $131.4 million in consumer loans to provide relief to borrowers adversely impacted by the pandemic. As stated in the CARES Act, loan modifications in response to COVID-19 executed on a loan that was not more than 30 days past due as of December 31, 2019 and executed between March 1, 2020, and the earlier of 60 days after the date of termination of the National Emergency or December 31, 2020 are not required to be reported as TDR. As of the end of the third quarter, $2.1 billion, or 96%, of the loans originally modified had exited the initial 90 day deferral period, with $1.5 billion, or 70%, returning to a normal payment schedule and $631.2 million, or 30%, receiving a second deferral. While initial deferrals were universally granted upon request, additional deferrals are authorized on a case by case basis only after relationship managers perform enhanced due diligence of borrower operations, financial condition, liquidity and cash flow during the deferral period. The second round of deferrals consist primarily of hotel and franchise loans, which comprise $438.2 million or 69% of the total balances deferred for a second time.

Additionally, First Financial contributed $1.0 million in the first quarter of 2020 to help fund agencies providing COVID-19 relief efforts in the communities throughout its geographic footprint, and further contributed $0.5 million to the First Financial Foundation in the third quarter.

OVERVIEW OF OPERATIONS

Third quarter ~~2019~~2020 net income was ~~$50.9~~$41.5 million and earnings per diluted common share were ~~$0.51.~~$0.42. This compares with third quarter ~~2018~~2019 net income of ~~$50.7~~$50.9 million and earnings per diluted common share of $0.51. For the nine months ended

September 30, ~~2019,~~2020, net income was $107.5 million and earnings per diluted common share were $1.10. This compares with net income of $149.4 million and earnings per diluted common share ~~were $1.51. This compares with net income~~ of ~~$117.6 million and earnings per diluted common share of $1.36~~$1.51 for the first nine months of ~~2018.~~2019.

Return on average assets for the third quarter ~~2019~~2020 was ~~1.41%~~1.04% compared to ~~1.45%~~1.41% for the same period in ~~2018,~~2019, and return on average shareholders’ equity for the third quarter ~~2019~~2020 was ~~9.13%~~7.40% compared to ~~9.94%~~9.13% for the third quarter ~~2018.~~2019. Return

on average assets for the nine months ended September 30, ~~2019~~2020 was ~~1.41%~~0.93% compared to ~~1.29%~~1.41% for the same period in ~~2018,~~2019, and return on average shareholders' equity was ~~9.29%~~6.50% and ~~9.50%~~9.29% for the first nine months of ~~2019~~2020 and ~~2018,~~2019, respectively.

A discussion of First Financial's operating results for the three and nine months ended September 30, ~~2019~~2020 follows.

NET INTEREST INCOME

~~Net interest income,~~ First Financial’s principal source of income is net interest income, which is the excess of interest received from earning assets, including loan-related fees and purchase accounting accretion, less interest paid on interest-bearing liabilities. The amount of net interest income is determined by the volume and mix of earning assets, the rates earned on ~~these earning~~such assets and the volume, mix and rates paid for the deposits and borrowed money that support the earning assets. Earning assets consist of interest-bearing loans to customers as well as marketable investment securities.

For analytical purposes, net interest income is also presented in the table that follows, adjusted to a tax equivalent basis assuming a 21% marginal tax rate. Net interest income is presented on a tax equivalent basis to consistently reflect income from tax-exempt assets, such as municipal loans and investments, in order to facilitate a comparison between taxable and tax-exempt amounts. Management believes 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.

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	Three months ended						Nine months ended							Three months ended						Nine months ended
	September 30,						September 30,							September 30,						September 30,
(Dollars in thousands)	2019			2018			2019			2018			(Dollars in thousands)	2020			2019			2020			2019
Net interest income	$	121,535		$	123,485		$	365,352		$	323,276		Net interest income	$	112,180		$	121,535		$	338,038		$	365,352
Tax equivalent adjustment	1,759			1,567			4,698			3,705			Tax equivalent adjustment	1,628			1,759			4,916			4,698
Net interest income - tax equivalent	$	123,294		$	125,052		$	370,050		$	326,981		Net interest income - tax equivalent	$	113,808		$	123,294		$	342,954		$	370,050

Average earning assets	$	12,343,327		$	12,056,627		$	12,267,988		$	10,769,363		Average earning assets	$	13,456,501		$	12,343,327		$	13,031,826		$	12,267,988

Net interest margin ⁽¹⁾	3.91		%	4.06		%	3.98		%	4.01		%	Net interest margin (1)	3.32		%	3.91		%	3.46		%	3.98		%
Net interest margin (fully tax equivalent) ⁽¹⁾	3.96		%	4.12		%	4.03		%	4.06		%	Net interest margin (fully tax equivalent) (1)	3.36		%	3.96		%	3.52		%	4.03		%

⁽¹⁾ Calculated using annualized net interest income divided by average earning assets.

Net interest income for the third quarter ~~2019~~2020 was ~~$121.5~~$112.2 million, a decrease of ~~$2.0~~$9.4 million, or ~~1.6%~~7.7%, from third quarter ~~2018~~2019 net interest income of ~~$123.5~~$121.5 million. This change was primarily driven by a ~~$6.4~~$27.6 million, or ~~24.8%~~17.9%, ~~increase~~decrease in interest ~~expense,~~income, partially offset by ~~a $4.4~~an $18.2 million, or ~~3.0%~~56.7%, ~~increase~~decrease in interest ~~income.~~expense. Net interest income on a fully tax equivalent basis for the third quarter ~~2019~~2020 was ~~$123.3~~$113.8 million compared to ~~$125.1~~$123.3 million for the third quarter ~~2018.~~2019. Net interest income on a fully tax equivalent basis was ~~$370.1~~$343.0 million for the nine months ended September 30, ~~2019,~~2020, which represented a ~~$43.1~~$27.1 million, or ~~13.2% increase~~7.3%, decrease compared to ~~$327.0~~$370.1 million for the same period of the prior ~~year, driven primarily by the MSFG merger.~~year.

Net interest margin on a fully tax equivalent basis decreased 1660 bps to ~~3.96%~~3.36% for the third quarter ~~2019~~2020 compared to ~~4.12%~~3.96% for the comparable quarter in ~~2018~~2019 as interest rates declined and accretion on acquired loans ~~moderated and higher interest rates drove increased funding costs.~~continued to moderate. Net interest margin on a fully tax equivalent basis for the nine months ended September 30, ~~2019~~2020 was ~~4.03%~~3.52%, which was a decrease of 351 bps compared to the same period in ~~2018.~~2019.

Interest income ~~increased $4.4~~decreased $27.6 million, or ~~3.0%~~17.9%, in the third quarter of ~~2019~~2020 when compared to the same quarter in ~~2018 primarily due to an increase~~2019 as a decrease in the yield on earning assets to 3.72% from 4.94% more than offset the impact of higher earning asset balances. The declining yield on earning assets resulted from ~~4.91%.~~an approximately 180 bp reduction in the fed funds target rate from September 30, 2019. Average earning assets ~~rose~~increased to ~~$12.3~~$13.5 billion in the third quarter ~~2019~~2020 from ~~$12.1~~$12.3 billion in the same quarter of ~~2018~~2019 as loan balances grew largely due to ~~increases in the loan and investment securities portfolios. The increase in the yield on earning assets reflected higher rates received on deposits with other banks.~~PPP activity. For the nine months ~~ending~~ended September 30, ~~2019,~~2020, interest income ~~increased $73.0~~decreased $65.0 million, or ~~18.9%~~14.1%, ~~over~~compared to the same period ~~of 2018, which was attributed to the MSFG merger and higher interest rates.~~in 2019.

Interest expense ~~increased $6.4~~decreased $18.2 million, or ~~24.8%~~56.7%, in the third quarter of ~~2019~~2020 when compared to the comparable quarter in ~~2018 as higher~~2019 due to lower rates paid on deposits, the Company's aggressive and ~~borrowed funds combined with increased borrowings during~~deliberate management of funding costs and lower borrowing balances. Lower interest rates led to a 68 bp decline in the ~~period. The~~ cost of interest-bearing deposits, which was ~~1.07%~~0.39% in the third quarter of ~~2019~~2020 compared to ~~78 bps~~1.07% for the same period in the prior ~~year as a result of rising interest rates and higher time deposit balances.~~year. The cost of borrowed funds ~~increased~~decreased to ~~2.61%~~1.57% for the third quarter ~~2019~~2020 from ~~2.51%~~2.61% during the third quarter ~~2018 as rising~~2019, reflecting the decline in interest rates ~~offset the favorable impact from~~and a ~~higher mix~~shift to FRB long term borrowings, which were used to fund PPP activity and carry a relatively modest interest rate of ~~short-term borrowings.~~0.35%. For the nine months ~~ending~~ended September 30, ~~2019,~~2020, interest expense ~~increased $30.9~~decreased $37.7 million, or ~~48.5%~~39.8%, compared to the same period of ~~2018, which was attributed~~2019.

In addition, the impact from PPP loans resulted in 6 basis points of net interest margin dilution in the third quarter of 2020 when compared to Q3 2019 as these loans have lower yields relative to the ~~MSFG merger and higher interest rates.~~balance of the Company's loan portfolio.

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CONSOLIDATED AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS


	Quarterly Averages										Year-to-Date Averages											Quarterly Averages						Year-to-Date Averages
	September 30, 2019					September 30, 2018					September 30, 2019					September 30, 2018						September 30, 2020		September 30, 2019				September 30, 2020			September 30, 2019
(Dollars in thousands)	Balance			Yield		Balance			Yield		Balance			Yield		Balance			Yield		(Dollars in thousands)	Balance		Yield		Balance			Yield		Balance		Yield		Balance		Yield
Earning assets																					Earning assets
Investments																					Investments
Investment securities	$	3,290,666		3.21	%	$	3,168,044		3.21	%	$	3,351,559		3.31	%	$	2,793,510		3.15	%	Investment securities	$	3,162,832	2.86	%	$	3,290,666		3.21	%	$	3,147,655	2.96	%	$	3,351,559	3.31	%
Interest-bearing deposits with other banks	38,569			2.28	%	39,873			2.14	%	35,525			2.40	%	32,116			2.08	%	Interest-bearing deposits with other banks	40,277		0.31	%	38,569			2.28	%	57,138		0.51	%	35,525		2.40	%
Gross loans ⁽¹⁾	9,014,092			5.58	%	8,848,710			5.53	%	8,880,904			5.66	%	7,943,737			5.40	%	Gross loans (1)	10,253,392		4.00	%	9,014,092			5.58	%	9,827,033		4.42	%	8,880,904		5.66	%
Total earning assets	12,343,327			4.94	%	12,056,627			4.91	%	12,267,988			5.01	%	10,769,363			4.80	%	Total earning assets	13,456,501		3.72	%	12,343,327			4.94	%	13,031,826		4.05	%	12,267,988		5.01	%

Nonearning assets																					Nonearning assets
Allowance for loan and lease losses	(61,911		)			(55,877		)			(59,129		)			(55,407		)			Allowance for loan and lease losses	(165,270)				(61,911)					(147,349)				(59,129)
Cash and due from banks	191,000					199,843					182,025					180,561					Cash and due from banks	233,216				191,000					251,147				182,025
Accrued interest and other assets	1,848,098					1,622,082					1,735,731					1,326,841					Accrued interest and other assets	2,317,563				1,848,098					2,225,018				1,735,731
Total assets	$	14,320,514				$	13,822,675				$	14,126,615				$	12,221,358				Total assets	$	15,842,010			$	14,320,514				$	15,360,642			$	14,126,615

Interest-bearing liabilities																					Interest-bearing liabilities
Deposits																					Deposits
Interest-bearing demand	$	2,325,405		0.56	%	$	2,334,305		0.34	%	$	2,310,095		0.55	%	$	2,111,051		0.36	%	Interest-bearing demand	$	2,668,635	0.08	%	$	2,325,405		0.56	%	$	2,563,633	0.21	%	$	2,310,095	0.55	%
Savings	2,945,076			0.69	%	3,149,871			0.59	%	3,038,620			0.74	%	2,934,770			0.58	%	Savings	3,342,514		0.14	%	2,945,076			0.69	%	3,164,753		0.25	%	3,038,620		0.74	%
Time	2,234,227			2.09	%	2,014,936			1.58	%	2,226,548			2.02	%	1,893,200			1.51	%	Time	2,015,933		1.20	%	2,234,227			2.09	%	2,276,064		1.54	%	2,226,548		2.02	%
Total interest-bearing deposits	7,504,708			1.07	%	7,499,112			0.78	%	7,575,263			1.06	%	6,939,021			0.77	%	Total interest-bearing deposits	8,027,082		0.39	%	7,504,708			1.07	%	8,004,450		0.60	%	7,575,263		1.06	%
Borrowed funds																					Borrowed funds
Short-term borrowings	1,297,247			2.20	%	1,188,414			2.02	%	1,142,437			2.32	%	950,153			1.81	%	Short-term borrowings	180,956		0.11	%	1,297,247			2.20	%	740,712		1.16	%	1,142,437		2.32	%
Long-term debt	519,736			3.63	%	560,001			3.55	%	545,279			3.62	%	394,172			3.75	%	Long-term debt	1,338,792		1.76	%	519,736			3.63	%	768,770		2.52	%	545,279		3.62	%
Total borrowed funds	1,816,983			2.61	%	1,748,415			2.51	%	1,687,716			2.74	%	1,344,325			2.38	%	Total borrowed funds	1,519,748		1.57	%	1,816,983			2.61	%	1,509,482		1.85	%	1,687,716		2.74	%
Total interest-bearing liabilities	9,321,691			1.37	%	9,247,527			1.10	%	9,262,979			1.37	%	8,283,346			1.03	%	Total interest-bearing liabilities	9,546,830		0.58	%	9,321,691			1.37	%	9,513,932		0.80	%	9,262,979		1.37	%

Noninterest-bearing liabilities																					Noninterest-bearing liabilities
Noninterest-bearing demand deposits	2,513,458					2,388,976					2,485,291					2,129,924					Noninterest-bearing demand deposits	3,535,432				2,513,458					3,172,841				2,485,291
Other liabilities	275,038					164,772					227,400					153,766					Other liabilities	529,326				275,038					465,116				227,400
Shareholders' equity	2,210,327					2,021,400					2,150,945					1,654,322					Shareholders' equity	2,230,422				2,210,327					2,208,753				2,150,945
Total liabilities and shareholders' equity	$	14,320,514				$	13,822,675				$	14,126,615				$	12,221,358				Total liabilities and shareholders' equity	$	15,842,010			$	14,320,514				$	15,360,642			$	14,126,615

Net interest income	$	121,535				$	123,485				$	365,352				$	323,276				Net interest income	$	112,180			$	121,535				$	338,038			$	365,352

Net interest spread				3.57	%				3.81	%				3.64	%				3.77	%	Net interest spread			3.14	%				3.57	%			3.25	%			3.64	%
Contribution of noninterest-bearing sources of funds				0.34	%				0.25	%				0.34	%				0.24	%	Contribution of noninterest-bearing sources of funds			0.18	%				0.34	%			0.21	%			0.34	%
Net interest margin ⁽²⁾				3.91	%				4.06	%				3.98	%				4.01	%	Net interest margin (2)			3.32	%				3.91	%			3.46	%			3.98	%

Tax equivalent adjustment				0.05	%				0.06	%				0.05	%				0.05	%	Tax equivalent adjustment			0.04	%				0.05	%			0.06	%			0.05	%
Net interest margin (fully tax equivalent) ⁽²⁾				3.96	%				4.12	%				4.03	%				4.06	%	Net interest margin (fully tax equivalent) (2)			3.36	%				3.96	%			3.52	%			4.03	%

⁽¹⁾ Loans held for sale and nonaccrual loans are included in gross loans.

⁽²⁾ The net interest margin exceeds the interest spread as noninterest-bearing funding sources, demand deposits, other liabilities and shareholders' equity also support earning assets.

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RATE/VOLUME ANALYSIS

The impact on net interest income from changes in interest rates as well as the volume of interest-earning assets and interest-bearing liabilities is illustrated in the table below:


	Changes for the three months ended September 30, 2019									Changes for the nine months ended September 30, 2019									Changes for the three months ended September 30, 2020						Changes for the nine months ended September 30, 2020
	Comparable quarter income variance									Comparable quarter income variance								Comparable quarter income variance			Comparable quarter income variance
(Dollars in thousands)	Rate			Volume			Total			Rate			Volume		Total		(Dollars in thousands)		Rate		Volume		Total		Rate		Volume		Total
Earning assets																	Earning assets
Investment securities	$	36		$	993		$	1,029		$	3,401		$	13,834	$	17,235	Investment securities		$	(2,926)	$	(921)	$	(3,847)	$	(8,771)	$	(4,521)	$	(13,292)
Interest-bearing deposits with other banks	15			(8		)	7			78			61		139		Interest-bearing deposits with other banks		(192)		1		(191)		(501)		83		(418)
Gross loans ⁽¹⁾	1,063			2,326			3,389			15,900			39,700		55,600		Gross loans (1)		(36,016)		12,479		(23,537)		(82,566)		31,283		(51,283)
Total earning assets	1,114			3,311			4,425			19,379			53,595		72,974		Total earning assets		(39,134)		11,559		(27,575)		(91,838)		26,845		(64,993)
Interest-bearing liabilities																	Interest-bearing liabilities
Total interest-bearing deposits	5,464			15			5,479			15,202			5,040		20,242		Total interest-bearing deposits		(12,778)		513		(12,265)		(25,934)		1,930		(24,004)
Borrowed funds																	Borrowed funds
Short-term borrowings	543			604			1,147			3,625			3,333		6,958		Short-term borrowings		(6,833)		(315)		(7,148)		(9,915)		(3,478)		(13,393)
Long-term debt	118			(369		)	(251		)	(393		)	4,091		3,698		Long-term debt		(2,449)		3,642		1,193		(4,492)		4,210		(282)
Total borrowed funds	661			235			896			3,232			7,424		10,656		Total borrowed funds		(9,282)		3,327		(5,955)		(14,407)		732		(13,675)
Total interest-bearing liabilities	6,125			250			6,375			18,434			12,464		30,898		Total interest-bearing liabilities		(22,060)		3,840		(18,220)		(40,341)		2,662		(37,679)
Net interest income	$	(5,011	)	$	3,061		$	(1,950	)	$	945		$	41,131	$	42,076	Net interest income		$	(17,074)	$	7,719	$	(9,355)	$	(51,497)	$	24,183	$	(27,314)

⁽¹⁾Loans held for sale and nonaccrual loans are included in gross loans.

NONINTEREST INCOME

Third quarter ~~2019~~2020 noninterest income was ~~$33.1~~$49.5 million, increasing ~~$4.5~~$16.4 million, or ~~15.5%~~49.4%, compared to ~~$28.7~~$33.1 million for the comparable quarter of ~~2018. This change was largely attributed to higher~~2019. Net gains from sales of loans ~~Client derivative fees and~~increased $13.8 million, or 286.9%, to $18.6 million due to record mortgage origination activity driven by historically low interest rates. Foreign exchange income ~~which were partially offset~~was $8.8 million higher than the comparable period due to the full quarter impact of the BGF acquisition as well as the record high income generation by ~~lower Bankcard income. Strong mortgage originations drove a $3.1~~BGF in the third quarter of 2020. Service charges on deposit accounts decreased $2.5 million, or ~~176.4%~~25.5%, ~~increase~~primarily attributed to a decline in ~~Net gains~~transaction volumes resulting from ~~sales of loans over~~ the ~~comparable quarter of 2018. Commercial loan growth and the current interest rate environment led to an increase in customer demand~~pandemic. Demand for back to back swaps slowed as loan growth moderated in the third quarter of 2020, resulting in a ~~$1.8~~$2.7 million, or ~~60.4%~~54.7%, ~~increase~~decrease in ~~Client~~client derivative fees compared to the same quarter in ~~2018. First Financial recorded $1.7 million of foreign exchange~~2019, while third quarter other noninterest income ~~following the close of the Bannockburn acquisition on August 30, 2019. Bankcard income declined $1.9~~decreased $0.9 million, or ~~37.0%~~19.3%, ~~compared to~~from the ~~comparable~~same quarter of ~~2018 due to the impact~~2019, driven primarily by lower income on bank owned life insurance and accelerated amortization of ~~the Durbin amendment cap on interchange fees.~~mortgage servicing rights reslting from an increase in prepayments.

Noninterest income for the nine months ending September 30, ~~2019~~2020 was ~~$94.6~~$127.6 million compared to ~~$73.9~~$94.6 million for the comparable period of ~~2018,~~of 2019, increasing ~~$20.7~~$33.0 million, or ~~28.1%~~34.9%. Net ~~gains on sale~~gain from sales of loans increased ~~$5.5~~$28.0 million, or ~~118.1%~~276.1%, due to ~~$10.1 million;~~high origination volumes resulting from low interest rates. Foreign exchange income increased $25.3 million due to the full year impact and strong operating results subsequent to the BGF acquisition. Year to date bankcard income decreased $6.7 million, or 43.7%, in 2020 due to the impact of the Durbin amendment, which became effective in the third quarter of 2019, along with lower transaction volumes resulting from the pandemic. Service charges on deposit accounts decreased $6.8 million, or 23.8%, due to pandemic related fee waivers and lower transaction activity. Client derivative fees ~~increased $5.2~~declined $3.2 million, or ~~83.5% to $11.5 million; Service charges on deposits increased $3.7~~27.7%, in the first nine months of 2020 as loan growth moderated, while other noninterest income decreased $4.4 million, or ~~14.7%~~27.8%, due to ~~$28.6 million; Other noninterest~~lower income ~~increased $2.8 million, or 21.6%,~~on limited partnership investments and accelerated amortization of mortgage servicing rights due to ~~$15.7 million; and Bankcard income increased $1.4 million, or 10.0%, to $15.4 million. These increases~~an increase in noninterest income were primarily attributed to the scale created from the MSFG merger. First Financial recorded $1.7 million of foreign exchange income following the close of the Bannockburn acquisition on August 30, 2019prepayments in 2020.

NONINTEREST EXPENSE

Third quarter ~~2019~~2020 noninterest expense was ~~$86.2~~$97.5 million, increasing ~~$0.8~~$11.1 million, or ~~0.9%~~12.8%, compared to ~~$85.4~~$86.4 million for the comparable quarter of ~~2018.~~2019. Salaries and employee benefits of ~~$53.2~~$63.8 million increased ~~$2.4~~$10.6 million, or ~~4.6%~~19.8%, ~~largely due to~~primarily driven by performance related incentives and commissions, as well as higher ~~incentive payments, while Professional services of $4.8 million~~healthcare costs. Data processing expenses increased ~~$2.2~~$1.1 million, or ~~82.0%~~18.4%, ~~primarily due~~ to ~~expenses associated with~~$6.8 million in the ~~Bannockburn acquisition. Data processing increased $1.3 million, or 28.3%,~~third quarter of 2020 compared to $5.8 million in 2019 as the Company ~~made~~continued to make strategic investments to enhance its digital ~~capabilities.~~capabilities and establish required PPP lending processes. FDIC assessments ~~decreased $1.8~~increased $2.4 million, or ~~249.5%~~223.1%, ~~as the Company recognized an FDIC~~due to a small bank assessment credit ~~during~~recognized in 2019, while professional services decreased $2.3 million, or 48.8%, to $2.4 million largely due to acquisition related expenses in the ~~period. Marketing expenses declined~~third quarter of 2019. Other noninterest expense decreased $1.2 million, or ~~46.2%~~14.7%, largely due to ~~elevated third~~higher loan collection costs in the comparable quarter ~~2018 expenses associated with the MSFG merger.~~of 2019.

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Noninterest expense for the nine months ending September 30, ~~2019~~2020 was ~~$249.1~~$275.9 million compared to ~~$240.5~~$249.4 million for the

comparable period of of ~~2018.~~2019. Salaries and ~~employee~~ benefits increased ~~$17.6~~$19.4 million, or ~~12.8%~~12.5%, ~~to $155.1 million~~driven by annual salary adjustments, higher performance related incentives and ~~Intangible assets expense~~commissions and increased ~~$1.4~~healthcare costs. Year-to-date data processing expenses increased $4.4 million, or 27.1%, to $6.5 million due to merger activity. In addition, State intangible taxes increased $1.0 million, or 32.5%, Data processing decreased $6.6 million, or 29.3%, and Professional services decreased

~~$1.4 million, or 13.5% due to expenses related to the MSFG merger in 2018. FDIC assessments declined $2.0 million, or 68.9%~~27.4%, due to the Company's investment in digital enhancements, while FDIC assessments increased $3.1 million, or 340.6%, due to the prior year recognition of ~~the FDIC~~a small bank assessment ~~credit~~credit. Intangible asset amortization increased $1.8 million, or 28.2%, subsequent to the BGF acquisition. Partially offsetting these increases, professional services declined $2.1 million, or 23.6%, primarily due to merger-related expenses incurred in 2019 related to the BGF acquisition that did not recur in 2020.

INCOME TAXES

For the third quarter of ~~2019.~~

~~INCOME TAXES~~

Income tax expense was $12.4 million for the third quarter of 2019, resulting in an effective tax rate of 19.6% compared to $12.9 million and 20.2% for the comparable period in 2018. The decline in the effective tax rate was due to higher tax-exempt income and tax credits recognized during the period, which were partially offset by an increase in non-deductible executive compensation. For the first nine months of 2019,2020, income tax expense was ~~$35.5~~$9.3 million, resulting in an effective tax rate of ~~19.2%~~18.3% compared ~~to $29.8~~with income tax expense of $12.4 million and ~~20.2%~~an effective tax rate of 19.6% for the comparable period in ~~2018.~~2019. The ~~decrease~~decline in the effective tax rate in the third quarter of 2020 compared to the same period in 2019 iswas due to lower pre-tax income in the third quarter of 2020 in addition to higher executive compensation in 2019. For the first nine months of 2020, income tax expense was $23.2 million, resulting in an effective tax rate of 17.8% compared with income tax expense of $35.5 million and an effective tax rate of 19.2% for the comparable period in 2019. The decrease in the year-to-date effective tax rate was primarily due to ~~favorable resolution~~lower pre-tax income in the first nine months of ~~a previously uncertain state tax position, favorable tax reform guidance related to~~2020 and the ~~treatment~~carryback of ~~acquired BOLI, stock compensation activity and higher tax-exempt income,~~certain net operating losses as allowed under the CARES Act. These adjustments were partially offset by an ~~increase~~unfavorable impact related to stock compensation activity in ~~non-deductible executive compensation.~~2020.

The Company's effective tax rate may fluctuate from quarter to quarter due to changes in income, tax jurisdictions, tax-enhanced assets and tax credit investments. ~~The full year effective tax rate for 2019 is expected to be approximately 18.50%, which includes consideration of certain tax credits expected to be realized in the fourth quarter of 2019.~~

LOANS

Loans, excluding Loans held for sale, totaled ~~$9.1~~$10.2 billion as of September 30, ~~2019~~2020 and ~~$8.8~~$9.2 billion as of December 31, ~~2018,~~2019, representing a ~~$239.5~~$999.1 million, or ~~2.7%~~10.9%, increase period over period. The majority of the increase was driven by $886.1 million in PPP loans, which are net of unearned fees of $24.2 million. C&I loans increased $826.4 million, or 33.5%, to $3.3 billion while Commercial real estate loans increased ~~$261.2~~$152.5 million, or ~~7.0% to $4.0 billion and Residential real estate increased $99.4 million, or 10.4%~~3.6%, to ~~$1.1~~$4.3 billion. These increases were partially offset by a $44.6 million, or 1.8%, decline in Commercial & industrial loans to $2.5 billion, a $40.4 million, or 4.9%, decline in Home equity to $776.9 million and a $33.0 million, or 6.0% decline in construction loans to $516.0 million. Third quarter ~~2019~~2020 average loans, excluding loans held for sale, increased ~~$162.5 million,~~$1.2 billion, or ~~1.8%~~13.5%, from the third quarter of ~~2018.~~2019.

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 had purchased impaired loans totaling $76.4 million at September 30, 2019 compared to $96.3 million at December 31, 2018. These balances do not include contractual interest not yet accrued.

ASSET QUALITY

Nonperforming assets consist of nonaccrual loans, accruing TDRs (collectively, nonperforming loans) 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 a borrower's continued failure to adhere to contractual payment terms, coupled with other pertinent factors. When a loan is classified as nonaccrual, the accrual of interest income is discontinued and previously accrued but unpaid interest is reversed.

Nonperforming assets were ~~$80.8~~$87.3 million, or ~~0.56%~~0.55% of total assets, at September 30, ~~2019~~2020 compared to ~~$88.2~~$61.6 million, or ~~0.63%~~0.42% of total assets, at December 31, ~~2018.~~2019. This ~~$7.5~~$25.7 million, or ~~8.5%~~41.7%, ~~decline~~increase was ~~primarily due~~driven by three relationships that were downgraded to ~~a $10.0 million decline in~~ nonaccrual ~~balances, mainly attributed to elevated net charge-offs, which included $13.2 million related to a single franchise credit. The impact from~~during the ~~higher net charge-offs was partially offset by some downward credit migration in the first nine months of 2019.~~current year.

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. TDRs totaled ~~$40.0~~$37.1 million at September 30, ~~2019,~~2020, which represents an increase of ~~$1.5~~$7.1 million, or ~~3.9%~~23.8%, from ~~$38.5~~$30.0 million at December 31, ~~2018.~~2019. This increase was attributed to one of the aforementioned relationships designated as a TDR during the year.

As of September 30, 2020, the Company had modified $2.1 billion in commercial loans and $131.4 million in consumer loans in response to COVID-19. As stated in the CARES Act, loan modifications in response to COVID-19 executed on a loan that was not more than 30 days past due as of December 31, 2019 and executed between March 1, 2020, and the earlier of 60 days after the date of termination of the National Emergency or December 31, 2020 are not required to be reported as TDR. Of the loan balances initially modified, $1.5 billion have returned to a normal payment schedule, with $631.2 million receiving a second deferral. The second round of deferrals consist primarily of hotel and franchise loans, which comprise $438.2 million or 69% of the total balances deferred for a second time. The Company is closely monitoring the pandemic recovery activities of its

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clients, especially those who have received deferral modifications and those in industries most adversely impacted by the pandemic.

Classified assets, which are defined by the Company as nonperforming assets plus performing loans internally rated substandard or worse, totaled ~~$132.5~~$134.0 million as of September 30, ~~2019~~2020 compared to ~~$131.7~~$89.3 million at December 31, ~~2018.~~2019. Classified assets increased $44.8 million, or 50.1%, as seven large relationships, including two previously mentioned, received risk rating downgrades during the period. These seven loans were not concentrated in a single industry, geographic location or loan type. Classified assets were 9284 bps as a percentage of total assets at September 30, ~~2019, which was the lowest level achieved subsequent~~2020, compared to ~~the MSFG merger. Classified assets as a percentage of total assets were 94~~62 bps as of December 31, ~~2018.~~2019.

The following table details nonperforming, underperforming and classified assets, in addition to related credit quality ratios as of September 30, ~~2019~~2020 and the four previous quarters.


	Three months ended
	2020						2019
(Dollars in thousands)	Sep. 30,		June 30,		Mar. 31,		Dec. 31,		Sep. 30,
Nonperforming loans, nonperforming assets, and underperforming assets
Nonaccrual loans (1)
Commercial and industrial	$	34,686	$	33,906	$	21,126	$	24,346	$	28,358
Lease financing	1,092		1,353		222		223		284
Construction real estate	0		0		0		0		5
Commercial real estate	24,521		14,002		10,050		7,295		14,889
Residential real estate	12,104		12,813		11,163		10,892		11,655
Home equity	5,374		5,604		5,821		5,242		5,427
Installment	153		201		145		167		75

Nonaccrual loans	77,930		67,879		48,527		48,165		60,693
Accruing troubled debt restructurings	7,759		8,377		22,206		11,435		18,450
Total nonperforming loans	85,689		76,256		70,733		59,600		79,143
Other real estate owned	1,643		1,872		1,467		2,033		1,613
Total nonperforming assets	87,332		78,128		72,200		61,633		80,756
Accruing loans past due 90 days or more	79		124		120		201		287
Total underperforming assets	$	87,411	$	78,252	$	72,320	$	61,834	$	81,043
Total classified assets	$	134,002	$	125,543	$	124,510	$	89,250	$	132,500

Credit quality ratios
Allowance for loan and lease losses to
Nonaccrual loans	216.28%		233.74%		296.51%		119.69%		93.18		%
Nonperforming loans	196.69%		208.06%		203.42%		96.73%		71.46		%
Total ending loans	1.65%		1.56%		1.55%		0.63%		0.62		%
Nonperforming loans to total loans	0.84%		0.75%		0.76%		0.65%		0.87		%
Nonperforming assets to
Ending loans, plus OREO	0.86%		0.77%		0.78%		0.67%		0.89		%
Total assets	0.55%		0.49%		0.48%		0.42%		0.56		%
Nonperforming assets, excluding accruing TDRs to
Ending loans, plus OREO	0.78%		0.68%		0.54%		0.55%		0.69		%
Total assets	0.50%		0.44%		0.33%		0.35%		0.43		%
Classified assets to total assets	0.84%		0.79%		0.83%		0.62%		0.92		%
(1) Nonaccrual loans include nonaccrual TDRs of $29.3 million, $32.7 million, $18.4 million, $18.5 million and $21.5 million as of September 30, 2020, June 30, 2020, March 31, 2020, December 31,2019 and September 30, 2019, respectively.

Three months ended
2019 2018
(Dollars in thousands) Sep. 30, June 30, Mar. 31, Dec. 31, Sep. 30,
Nonperforming loans, nonperforming assets, and underperforming assets
Nonaccrual loans ⁽¹⁾

Commercial and industrial $ 28,358
$ 18,502
$ 19,263
$ 30,925
$ 4,310
Lease financing 284
295
301
22
0
Construction real estate 5
6
7
9
10
Commercial real estate 14,889
15,981
21,082
20,500
20,338
Residential real estate 11,655
11,627
13,052
13,495
11,365
Home equity 5,427
4,745
5,581
5,580
6,018
Installment 75
195
170
169
327
Nonaccrual loans 60,693
51,351
59,456
70,700
42,368
Accruing troubled debt restructurings 18,450
37,420
22,817
16,109
20,313
Total nonperforming loans 79,143
88,771
82,273
86,809
62,681
Other real estate owned 1,613
1,421
1,665
1,401
1,918
Total nonperforming assets 80,756
90,192
83,938
88,210
64,599
Accruing loans past due 90 days or more 287
107
178
63
144
Total underperforming assets $ 81,043
$ 90,299
$ 84,116
$ 88,273
$ 64,743
Total classified assets $ 132,500
$ 147,753
$ 142,014
$ 131,668
$ 138,868

Credit quality ratios
Allowance for loan and lease losses to
Nonaccrual loans 93.18 % 119.86 % 95.40 % 79.97 % 136.22 %
Nonperforming loans 71.46 % 69.33 % 68.94 % 65.13 % 92.08 %
Total ending loans 0.62 % 0.69 % 0.64 % 0.64 % 0.65 %
Nonperforming loans to total loans 0.87 % 0.99 % 0.93 % 0.98 % 0.71 %
Nonperforming assets to
Ending loans, plus OREO 0.89 % 1.00 % 0.95 % 1.00 % 0.73 %
Total assets 0.56 % 0.62 % 0.60 % 0.63 % 0.47 %
Nonperforming assets, excluding accruing TDRs to
Ending loans, plus OREO 0.69 % 0.59 % 0.69 % 0.82 % 0.50 %
Total assets 0.43 % 0.37 % 0.43 % 0.52 % 0.32 %
Classified assets to total assets 0.92 % 1.02 % 1.01 % 0.94 % 1.00 %
⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $21.5 million, $11.0 million, $13.1 million, $22.4 million and $4.7 million and as of September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018, respectively.

INVESTMENTS

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First Financial's investment portfolio totaled ~~$3.1~~$3.2 billion, or ~~21.6%~~20.4% of total assets, at September 30, ~~2019~~2020 and ~~$3.3~~$3.1 billion, or ~~23.8%~~21.5% of total assets, at December 31, ~~2018.~~2019. AFS securities totaled ~~$2.9~~$3.0 billion at September 30, ~~2019~~2020 and ~~$2.8~~$2.9 billion at December 31, ~~2018,~~2019, while HTM securities totaled ~~$148.8~~$118.1 million at September 30, ~~2019~~2020 and ~~$429.3~~$142.9 million at December 31, ~~2018.~~2019. The effective duration of the investment portfolio declined to 3.0 ~~2.8~~ years as of September 30, ~~2019,~~2020, compared to ~~3.3~~3.4 years as of December 31, ~~2018,~~2019, as the Company has positioned the investment portfolio to optimize performance with a flattened yield curve. ~~In conjunction with the adoption of ASU 2017-12, the Company reclassified $268.7 million of HTM securities to AFS during the first quarter of 2019.~~

The Company invests in certain securities ~~whose~~which carry credit risk since their realization is dependent on future principal and interest ~~repayments, thus carrying credit risk.~~repayments. Prior to purchase, First Financial performs a detailed collateral and structural analysis on these securities and strategically invests in asset classes in which First Financial has expertise and experience, as well as a senior position in the capital structure. First Financial continuously monitors credit risk and geographic concentration risk in its evaluation of market opportunities that enhance the overall performance of the portfolio.

At September 30, ~~2019,~~2020, the Company's Consolidated Financial Statements reflected a ~~$47.2~~$69.1 million unrealized after-tax gain on debt securities as a component of equity in accumulated other comprehensive income and a ~~$0.3~~$0.1 million unrealized gain on equity securities within other noninterest income. The after-tax unrealized position on debt securities improved $58.8 million from an $11.6 million loss at December 31, 2018, which was driven by the reclassification of $268.7 million of HTM securities to AFS in conjunction with the adoption of ASU 2017-12 in the first quarter of 2019 as well as market conditions and lower interest rates.

First Financial will continue to monitor loan demand and deposit activity, as well as balance sheet composition, capital sensitivity and the interest rate environment when considering future investment strategies.

DEPOSITS AND FUNDING

Total deposits were ~~$10.1~~$11.6 billion as of September 30, ~~2019~~2020 and $10.2 billion as of December 31, ~~2018. Time deposits increased $135.1~~2019. This increase was driven by a $909.0 million, or ~~6.2%~~34.4%, ~~Noninterest-bearing~~increase in noninterest bearing demand deposits; a $485.7 million, or 16.4%, increase in savings deposits; and a $267.6 million, or 11.3%, increase in interest bearing demand deposits ~~increased $42.3 million, or 1.7%, and Interest-bearing demand deposits increased $9.2 million, or 0.4%, while Savings deposits decreased $243.1 million, or 7.7%~~ compared to December 31, ~~2018. While total deposit balances were relatively flat,~~2019. The increase in deposits was attributed to customers retaining CARES Act stimulus payments and PPP loan proceeds as well as strong origination efforts in the mix shifted slightly as higher brokered CD, retail CD and business demand balances offset declines in personal and business savings accounts. Brokered CDs are periodically used by First Financial as an alternative to short and long-term borrowings.third quarter of 2020.

Average deposits for the third quarter ~~2019~~2020 increased ~~$130.1 million,~~$1.5 billion, or ~~1.3%~~15.4%, to ~~$10.0~~$11.6 billion from ~~$9.9~~$10.0 billion for the comparable quarter of ~~2018. The majority of the~~2019. This increase was ~~attributable to higher retail CD~~driven by a $1.0 billion, or 40.7%, increase in average noninterest-bearing deposits; a $397.4 million, or 13.5%, increase in average savings deposits; and ~~noninterest-bearing~~a $343.2 million, or 14.8%, increase in average interest-bearing demand ~~deposits, which~~deposits. These increases were partially offset by ~~declines~~a $218.3 million, or 9.8%, decrease in ~~savings accounts.~~average time deposit balances.

Borrowed funds were ~~$1.7~~$1.6 billion as of September 30, ~~2019 and $1.6~~2020 compared to $1.7 billion as of December 31, ~~2018.~~2019. First Financial utilizes short-term borrowings and long-term advances from the FHLB as wholesale funding sources. First Financial had ~~$1.1 billion in~~no short-term borrowings with the FHLB at September 30, ~~2019 and $857.1 million as of~~2020, compared to $1.2 billion at December 31, ~~2018. In addition to FHLB~~2019. Short-term borrowings ~~short-term borrowings~~also included fed funds purchased and repurchase agreements of ~~$85.3~~$247.7 million and ~~$183.6~~$165.2 million at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

Long-term debt, which included FRB and FHLB long-term advances, subordinated notes ~~FHLB long term advances~~ and an interest free loan with a municipality, was ~~$498.8 million~~$1.3 billion and ~~$570.7~~$414.4 million at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. ~~Outstanding subordinated debt totaled $169.8~~The Company had $881.7 million ~~and $169.4 million~~of FRB advances from the PPPLF included in long-term borrowings as of September 30, ~~2019~~2020. The PPPLF was established by the Federal Reserve to supply a source of liquidity and ~~December 31, 2018, respectively, which included unamortized discounts of $7.0 million~~term financing to financial institutions participating in the PPP. These borrowings carry a 0.35% interest rate and ~~$7.3 million, respectively.~~are secured by the Company's PPP loans. FHLB long-term advances declined ~~$73.6~~$104.0 million, or ~~18.4%~~42.9%, to ~~$327.0~~$138.4 million at September 30, ~~2019~~2020 from ~~$400.6~~$242.4 million as of December 31, ~~2018~~2019 as the Company shifted its funding to the PPPLF, and otherwise implemented ~~post-merger~~ funding strategies to manage liquidity and interest rate risk. First Financial's total remaining borrowing capacity from the FHLB was ~~$458.4~~$1.8 billion as of September 30, 2020.

Outstanding subordinated debt totaled $318.4 million as of September 30, 2020 and $170.0 million as of December 31, 2019. This increase was driven by the issuance of $150.0 million of fixed to floating rate subordinated notes in the second quarter of 2020.

See Note 8 – Borrowings in the Notes to Consolidated Financial Statements for further discussion of First Financial's borrowed funds.

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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, and access to wholesale funding sources.

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. In addition to core deposit funding, First Financial also utilizes a variety of other short and long-term funding sources, which include subordinated notes, longer-term advances from the FRB and FHLB and its short-term line of credit.

Both First Financial and the Bank received investment grade credit ratings from Kroll Bond Rating Agency, Inc, an independent rating agency. These credit ratings impact the cost and availability of financing to First Financial, and a downgrade to these credit ratings could affect First Financial's or the Bank’s ability to access the credit markets and potentially increase borrowing costs, negatively impacting financial condition and liquidity. Key factors in maintaining high credit ratings include consistent and diverse earnings, strong credit quality and capital ratios, ~~varied~~diverse funding sources and disciplined liquidity monitoring procedures. The ratings of First Financial and the Bank at September 30, ~~2019~~2020 were as follows:



	First Financial Bancorp	First Financial Bank
Senior Unsecured Debt	BBB+	A-
Subordinated Debt	BBB	BBB+
Short-Term Debt	K2	K2
Deposit	N/A	A-
Short-Term Deposit	N/A	K2

For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB. First Financial pledged ~~$5.9~~$6.4 billion of certain eligible residential, commercial and farm real estate loans, home equity lines of credit and government, agency and CMBS securities as collateral for borrowings from the FHLB as of September 30, ~~2019.~~2020.

First Financial maintains a short-term credit facility with an unaffiliated bank for $30.0 million that matures in September 2020. This facility can have a variable or fixed interest rate and, if needed, provides First Financial additional liquidity for various corporate activities, including the repurchase of First Financial shares and payment of dividends to shareholders. As of September 30, 2019 and December 31, 2018, 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, and First Financial was in compliance with all covenants associated with this facility as of September 30, 2019 and December 31, 2018.

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 AFS totaled ~~$2.9~~$3.0 billion and ~~$2.8~~$2.9 billion at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. HTM securities that are maturing within a short period of time can be an additional source of liquidity. As of both September 30, 2020 and December 31, 2019, the Company had no HTM securities maturing within one year. ~~As of December 31, 2018, the Company had $0.8 million of HTM securities maturing within one year.~~

Other sources of liquidity include cash and due from banks plus interest-bearing deposits with other banks. At September 30, ~~2019,~~2020, these balances totaled ~~$282.2~~$245.9 million. First Financial also had unused wholesale funding of ~~$2.9~~$4.4 billion, or ~~19.9%~~27.6% of total assets, to fund loan and deposit activities in addition to other general corporate requirements.

Certain restrictions exist regarding the Bank's ability to transfer funds to First Financial in the form of cash dividends, loans, other assets or advances and the approval of the Bank's primary federal regulator is required to pay dividends in excess of regulatory limitations. Dividends paid to First Financial from the Bank totaled ~~$120.0~~$80.0 million for the first nine months of ~~2019.~~2020. As of September 30, ~~2019,~~2020, the Bank had retained earnings of ~~$684.5~~$642.0 million, of which ~~$178.3~~$144.8 million was available for distribution to First Financial without prior regulatory approval. As an additional source of liquidity, First Financial had ~~$43.1~~$199.5 million in cash at the parent company as of September 30, ~~2019.~~2020.

Share repurchases also impact First Financial's liquidity. For further information regarding share repurchases, see the Capital section that follows.

Capital expenditures, such as banking center expansions and technology investments, were ~~$15.2~~$13.4 million and ~~$15.5~~$15.2 million for the first nine months of ~~2019~~2020 and ~~2018,~~2019, respectively. 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.

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CAPITAL

~~Risk-Based Capital.~~Risk-based capital. The Board of Governors of the Federal Reserve System approved Basel III in order to strengthen the regulatory capital framework for all banking organizations, subject to a phase-in period for certain provisions. Basel III established and defined quantitative measures to ensure capital adequacy. These measures require First Financial to maintain minimum amounts and ratios of Common equity Tier 1 capital, Total and Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets (Leverage ratio).

Basel III includes a minimum ratio of Common equity Tier 1 capital to risk-weighted assets of 7.0% ~~at September 30, 2019~~ and ~~6.375% at December 31, 2018 and~~includes a fully phased-in capital conservation buffer of 2.5% of risk-weighted ~~assets that began on January 1, 2016 at 0.625% and was fully phased-in on January 1, 2019.~~assets. Further, the minimum ratio of Tier 1 capital to risk-weighted assets ~~increased from 4.0% to 6.0%~~is 8.5% and all banks are subject to a 4.0% minimum leverage ratio. The required Total risk-based capital ratio is ~~unchanged.~~10.5%. 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 pay discretionary compensation to its employees. The capital 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, such as highly volatile commercial real estate and nonaccrual loans.

~~Management believes~~First Financial's tier 1 capital increased slightly to 12.02% at September 30, 2020 from 11.69% at December 31, 2019. The total capital ratio increased to 15.37% from 13.39% during the same period primarily due to the issuance of subordinated debt in the second quarter of 2020 and quarterly earnings. The leverage ratio was 9.55% at September 30, 2020, which was relatively unchanged from 9.58% as of December 31, 2019. The Company’s tangible common equity ratio decreased to 8.25% at September 30, 2020 from 9.07% at December 31, 2019 primarily due to the adoption of CECL during the period and the impact from PPP activity.

As of September 30, ~~2019~~2020, management believes that First Financial met all capital adequacy requirements to which it was subject. ~~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 that follows.~~ The Company's most recent regulatory notifications categorized First Financial as "well-capitalized" under the regulatory framework for prompt corrective action. There have been no conditions or events since those notifications that management believes have changed the Company's categorization. Total regulatory capital exceeded the minimum requirement by ~~$339.9~~$541.3 million on a consolidated basis at September 30, ~~2019.~~2020.

The following tables present the actual and required capital amounts and ratios as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels based on the phase-in provisions of the Basel III Capital Rules as of the period ~~presented, and for 2018, the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules had been fully phased-in.~~presented. Capital levels required to be considered "well capitalized" are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.


	Actual				Minimum capital required - Basel III				PCA requirement to be considered well capitalized
(Dollars in thousands)	Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio
September 30, 2020
Common equity Tier 1 capital to risk-weighted assets
Consolidated	$	1,293,716	11.63	%	$	778,369	7.00	%	N/A		N/A
First Financial Bank	1,395,225		12.55	%	777,993		7.00	%	$	722,422	6.50	%

Tier 1 capital to risk-weighted assets
Consolidated	1,336,497		12.02	%	945,163		8.50	%	N/A		N/A
First Financial Bank	1,395,329		12.55	%	944,706		8.50	%	889,135		8.00	%

Total capital to risk-weighted assets
Consolidated	1,708,817		15.37	%	1,167,554		10.50	%	N/A		N/A
First Financial Bank	1,499,615		13.49	%	1,166,990		10.50	%	1,111,419		10.00	%

Leverage ratio
Consolidated	1,336,497		9.55	%	559,984		4.00	%	N/A		N/A
First Financial Bank	1,395,329		9.97	%	559,720		4.00	%	699,650		5.00	%

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		Actual				Minimum capital required - Basel III				PCA requirement to be considered well capitalized					Actual				Minimum capital required - Basel III				PCA requirement to be considered well capitalized
(Dollars in thousands)		Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio		(Dollars in thousands)	Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio
September 30, 2019
Common equity Tier 1 capital to risk-weighted assets
December 31, 2019														December 31, 2019
Common equity tier 1 capital to risk-weighted assets														Common equity tier 1 capital to risk-weighted assets
Consolidated		$	1,253,803	11.52	%	$	761,849	7.00	%	N/A		N/A		Consolidated	$	1,245,746	11.30	%	$	771,666	7.00	%	N/A		N/A
First Financial Bank		1,353,322		12.44	%	761,736		7.00	%	$	707,326	6.50	%	First Financial Bank	1,333,978		12.11	%	770,997		7.00	%	$	715,926	6.50	%

Tier 1 capital to risk-weighted assets	Tier 1 capital to risk-weighted assets													Tier 1 capital to risk-weighted assets
Consolidated		1,296,399		11.91	%	925,102		8.50	%	N/A		N/A		Consolidated	1,288,185		11.69	%	937,023		8.50	%	N/A		N/A
First Financial Bank		1,353,426		12.44	%	924,965		8.50	%	870,555		8.00	%	First Financial Bank	1,334,082		12.11	%	936,211		8.50	%	881,140		8.00	%

Total capital to risk-weighted assets	Total capital to risk-weighted assets													Total capital to risk-weighted assets
Consolidated		1,482,708		13.62	%	1,142,773		10.50	%	N/A		N/A		Consolidated	1,475,813		13.39	%	1,157,498		10.50	%	N/A		N/A
First Financial Bank		1,417,886		13.03	%	1,142,604		10.50	%	1,088,194		10.00	%	First Financial Bank	1,399,817		12.71	%	1,156,496		10.50	%	1,101,425		10.00	%

Leverage ratio														Leverage ratio
Consolidated		1,296,399		9.75	%	532,116		4.00	%	N/A		N/A		Consolidated	1,288,185		9.58	%	537,606		4.00	%	N/A		N/A
First Financial Bank		1,353,426		10.18	%	531,738		4.00	%	664,672		5.00	%	First Financial Bank	1,334,082		9.93	%	537,299		4.00	%	671,623		5.00	%

Actual Minimum capital
required - Basel III PCA requirement to be
considered well
capitalized Minimum capital
required - Basel III
fully phased-in
(Dollars in thousands) Capital
amount Ratio Capital
amount Ratio Capital
amount Ratio Capital
amount Ratio
December 31, 2018
Common equity tier 1 capital to risk-weighted assets
Consolidated $ 1,215,613
11.87 % $ 652,874
6.38 % N/A
N/A
$ 716,881
7.00 %
First Financial Bank 1,279,492
12.50 % 652,590
6.38 % $ 665,386
6.50 % 716,570
7.00 %

Tier 1 capital to risk-weighted assets
Consolidated 1,257,366
12.28 % 806,491
7.88 % N/A
N/A
870,499
8.50 %
First Financial Bank 1,279,596
12.50 % 806,141
7.88 % 818,937
8.00 % 870,120
8.50 %

Total capital to risk-weighted assets

Consolidated 1,444,146
14.10 % 1,011,314
9.88 % N/A
N/A
1,075,322
10.50 %
First Financial Bank 1,344,388
13.13 % 1,010,875
9.88 % 1,023,671
10.00 % 1,074,855
10.50 %

Leverage ratio

Consolidated 1,257,366
9.71 % 517,958
4.00 % N/A
N/A
517,958
4.00 %
First Financial Bank 1,279,596
9.89 % 517,710
4.00 % 647,138
5.00 % 517,710
4.00 %

First Financial generally seeks to balance the return of earnings to shareholders through shareholder dividends and share repurchases with capital retention, in order to maintain adequate levels of capital and support the Company's growth plans.

Shareholder ~~Dividends.~~dividends. First Financial paid a dividend of $0.23 per common share on September ~~16, 2019~~15, 2020 to shareholders of record as of September ~~2, 2019.~~1, 2020. Additionally, First Financial's board of directors authorized a dividend of $0.23 per common share, payable on December ~~16, 2019~~15, 2020 to shareholders of record as of December ~~2, 2019.~~1, 2020.

Share ~~Repurchases.~~repurchases. In January 2019, First Financial's board of directors approved a stock repurchase plan, replacing the plan approved in 2012. The 2019 plan authorizes the purchase of up to 5,000,000 shares of the Company's common stock. First Financial did not repurchase any shares under this plan during the three month period ending September 30, 2020, however it repurchased 880,000 shares at an average market price of $18.96 under this plan during the nine month period ending September 30, 2020. First Financial repurchased 1,143,494 shares at an average market price of $23.94 under this plan during the three and nine month periods ~~ending~~ended September 30, 2019. At September 30, ~~2019, 3,856,506~~2020, 1,366,728 common shares remained available for repurchase under the 2019 plan. ~~There were no share repurchases in 2018.~~

ATM ~~Offering.~~offering. In March 2017, First Financial initiated an "at-the-market" equity offering program to provide flexibility with respect to capital planning and to support future growth. First Financial was not active through the ATM program during the current period.

Shareholders' ~~Equity.~~equity. Total shareholders’ equity was ~~$2.3~~$2.2 billion at both September 30, ~~2019~~2020 and ~~$2.1 billion at~~ December 31, ~~2018.~~2019.

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

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RISK MANAGEMENT

First Financial manages risk through a structured ERM approach that routinely assesses the overall level of risk, identifies specific risks and evaluates specific actions to mitigate those risks. First Financial continues to enhance its risk management capabilities and has embedded risk awareness into the culture of the Company. First Financial has identified the following types of risk that it monitors in its ERM framework: credit, market, operational, compliance, strategic, reputation, information technology, cyber and legal.

For a full discussion of these risks, see the Enterprise Risk Management section in Management's Discussion and Analysis in First Financial’s ~~2018~~2019 Annual Report on Form 10-K. The sections that follow provide additional discussion related to credit risk and market risk.

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 process, periodically reviewing and approving its credit exposures using credit policies and guidelines approved by the board of directors.

~~ALLL.~~ACL. The ~~ALLL~~ACL is a reserve accumulated on the Consolidated Balance Sheets through the recognition of the provision for loan and lease losses. First Financial records a provision for loan and lease losses in the Consolidated Statements of Income to maintain the ~~ALLL~~ACL at a level considered sufficient to absorb ~~probable incurred loan~~expected credit losses.

The ACL on loans and ~~lease losses inherent in the portfolio.~~

~~The ALLL~~leases was ~~$56.6~~$168.5 million as of September 30, ~~2019~~2020 and ~~$56.5~~$57.7 million as of December 31, ~~2018.~~2019. As a percentage of period-end loans, the ~~ALLL~~ACL was ~~0.62%~~1.65% as of September 30, ~~2019~~2020 and ~~0.64%~~0.63% as of December 31, ~~2018.~~ 2019. As detailed in Note 2 - Accounting Standards Recently Adopted or Issued, $61.5 million of the increase in ACL was attributed to the adoption of CECL, while the remaining increase primarily related to the expected impact from the COVID-19 pandemic.

The ~~ALLL is consistent with~~Company utilized the revised Moody's September baseline forecast as its R&S forecast in the quantitative model, which included consideration of the impact from both the COVID-19 pandemic and the related government stimulus response. For reasonableness, the Company also considered the impact to the model from alternative, more adverse economic forecasts, slower prepayment speeds and increased default rates. These alternative analyses were utilized to inform the Company's ~~stable~~qualitative adjustments. Additionally, First Financial considered its credit ~~outlook~~exposure to certain industries believed to be at risk for future credit stress related to the COVID-19 pandemic, such as franchise, hotel and ~~declining classified asset balances.~~investor commercial real estate lending when making qualitative adjustments to the third quarter 2020 ACL model.

The ~~ALLL~~ACL as a percentage of nonaccrual loans was ~~93.18%~~216.28% at September 30, ~~2019~~2020 and ~~79.97%~~119.69% at December 31, ~~2018. This increase was largely driven by the decline in nonaccrual loans, primarily resulting from increased net charge-offs, which included $13.2 million related to a single franchise credit.~~2019. The ~~ALLL~~ACL as a percentage of nonperforming loans, including accruing TDRs, rose to ~~71.46%~~196.69% as of September 30, ~~2019~~2020 from ~~65.13%~~96.73% as of December 31, ~~2018.~~2019. These increases were driven by the increase in the ACL during the period, which more than offset the increases in nonaccrual loans.

The Company recorded net charge-offs of $5.4 million, or 0.21% of average loans and leases on an annualized basis, in the third quarter 2020, compared to net charge-offs of $10.2 million, or 0.45% of average loans and leases on an annualized basis, for the comparable quarter in 2019. For the ~~third quarter 2019, compared to~~first nine of 2020, net ~~recoveries of $0.4~~charge-offs were $7.6 million, or ~~0.02%~~0.10% of average loans and leases, ~~on an annualized basis for the comparable quarter in 2018. For the nine months ended September 30, 2019, net charge-offs were~~compared to $26.0 million, or 0.39% ~~of annualized average loans, compared to $5.6 million, or 0.09% of annualized average loans~~, for the same period of ~~2018. The increase in net charge-offs in 2019 was driven by $16.3 million of charge-offs related to three franchise relationships, $6.3 million of which occurred in the third quarter.~~2019.

Provision expense is a product of the Company's ~~ALLL~~ACL model combined with net charge-off activity during the period. Third quarter ~~2019~~2020 provision expense on loans and leases was ~~$5.2~~$15.3 million compared to a provision of ~~$3.2~~$5.2 million during the third quarter in ~~2018.~~2019. With moderate net charge-offs during the period, the majority of the third quarter 2020 provision expense was related to the expected economic impact from COVID-19. For the nine months ended September 30, ~~2019,~~2020, provision expense on loans and leases was ~~$26.0~~$57.0 million compared to ~~$9.3~~$26.0 million for the same period of 2019, which was driven by the adoption of CECL and the expected impact of the pandemic.

The ACL on unfunded commitments was $14.8 million as of ~~2018.~~September 30, 2020 and $0.6 million as of December 31, 2019. Additionally, First Financial recorded $1.9 million of provision recapture on unfunded commitments for the three months ended September 30, 2020, compared to an insignificant amount of provision recapture in the comparative period in 2019. Similar to the increase in ACL on loans and leases, the increase in ACL on unfunded commitments was related to the adoption of CECL and consideration of the impact from the COVID-19 pandemic on future credit losses; however, provision expense decreased during the third quarter of 2020 due to elevated levels of prepayment activity in the period, which shortened the estimated weighted average remaining life of the portfolio for modeling purposes. For the nine months ended September 30, 2020,

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provision for credit losses on unfunded commitments was $2.0 million compared to insignificant provision for the same period of 2019.

See Note 5 – Allowance for ~~Loan and Lease~~Credit Losses in the Notes to Consolidated Financial Statements for further discussion of First Financial's ~~ALLL.~~ACL.

The table that follows includes the activity in the ~~ALLL~~ACL for the quarterly periods presented.


	Three months ended															Nine months ended
	2020									2019						September 30,
(Dollars in thousands)	Sep. 30,			June 30,			Mar. 31,			Dec. 31,			Sep. 30,			2020			2019
Allowance for credit loss activity
Balance at beginning of period	$	158,661		$	143,885		$	57,650		$	56,552		$	61,549		$	57,650		$	56,542
Impact of adopting ASC 326	0			0			61,505			0			0			61,505			0
Provision for loan losses	15,299			17,859			23,880			4,629			5,228			57,038			25,969
Gross charge-offs
Commercial and industrial	1,467			1,282			1,091			2,919			9,556			3,840			23,757
Lease financing	852			0			0			62			0			852			100
Construction real estate	0			0			0			0			0			0			0
Commercial real estate	3,789			2,037			4			1,854			535			5,830			1,835
Residential real estate	22			148			115			167			278			285			510
Home equity	460			428			267			807			627			1,155			1,784
Installment	59			7			61			31			65			127			192
Credit card	171			234			311			319			598			716			1,228
Total gross charge-offs	6,820			4,136			1,849			6,159			11,659			12,805			29,406
Recoveries
Commercial and industrial	265			275			2,000			1,796			556			2,540			1,087
Lease financing	6			0			0			0			0			6			0
Construction real estate	0			14			0			0			0			14			68
Commercial real estate	760			424			234			439			347			1,418			674
Residential real estate	91			93			52			72			64			236			201
Home equity	209			156			339			243			335			704			1,092
Installment	35			27			31			49			93			93			202
Credit card	38			64			43			29			39			145			123
Total recoveries	1,404			1,053			2,699			2,628			1,434			5,156			3,447
Total net charge-offs	5,416			3,083			(850)			3,531			10,225			7,649			25,959
Ending allowance for credit losses	$	168,544		$	158,661		$	143,885		$	57,650		$	56,552		$	168,544		$	56,552













Net charge-offs to average loans and leases (annualized)
Commercial and industrial	0.14		%	0.13		%	(0.15)		%	0.18		%	1.42		%	0.06		%	1.20		%
Lease financing	4.29		%	0.00		%	0.00		%	0.27		%	0.00		%	1.38		%	0.14		%
Construction real estate	0.00		%	(0.01)		%	0.00		%	0.00		%	0.00		%	0.00		%	(0.02)		%
Commercial real estate	0.28		%	0.15		%	(0.02)		%	0.14		%	0.02		%	0.14		%	0.04		%
Residential real estate	(0.03)		%	0.02		%	0.02		%	0.04		%	0.08		%	0.01		%	0.04		%
Home equity	0.13		%	0.14		%	(0.04)		%	0.29		%	0.15		%	0.08		%	0.12		%
Installment	0.12		%	(0.10)		%	0.15		%	(0.08)		%	(0.13)		%	0.06		%	(0.01)		%
Credit card	1.16		%	1.54		%	2.15		%	2.27		%	4.40		%	1.63		%	3.00		%
Total net charge-offs	0.21		%	0.12		%	(0.04)		%	0.15		%	0.45		%	0.10		%	0.39		%

Three months ended Nine months ended
2019 2018 September 30,
(Dollars in thousands) Sep. 30, June 30, Mar. 31, Dec. 31, Sep. 30, 2019 2018
Allowance for loan and lease loss activity

Balance at beginning of period $ 61,549
$ 56,722
$ 56,542
$ 57,715
$ 54,076
$ 56,542
$ 54,021
Provision for loan losses 5,228
6,658
14,083
5,310
3,238
25,969
9,276
Gross charge-offs
Commercial and industrial 9,556
1,873
12,328
6,060
232
23,757
5,473
Lease financing 0
0
100
0
0
100
0
Construction real estate 0
0
0
0
0
0
0
Commercial real estate 535
86
1,214
1,679
902
1,835
3,156
Residential real estate 278
150
82
80
145
510
342
Home equity 627
689
468
747
351
1,784
978
Installment 65
78
49
158
43
192
277
Credit card 598
289
341
392
390
1,228
1,328
Total gross charge-offs 11,659
3,165
14,582
9,116
2,063
29,406
11,554
Recoveries
Commercial and industrial 556
291
240
485
627
1,087
1,581
Lease financing 0
0
0
0
0
0
1
Construction real estate 0
5
63
0
146
68
146
Commercial real estate 347
254
73
1,681
786
674
2,425
Residential real estate 64
101
36
44
71
201
167
Home equity 335
572
185
274
419
1,092
1,035
Installment 93
61
48
94
351
202
481
Credit card 39
50
34
55
64
123
136
Total recoveries 1,434
1,334
679
2,633
2,464
3,447
5,972
Total net charge-offs 10,225
1,831
13,903
6,483
(401 ) 25,959
5,582
Ending allowance for loan and lease losses $ 56,552
$ 61,549
$ 56,722
$ 56,542
$ 57,715
$ 56,552
$ 57,715

Net charge-offs to average loans and leases (annualized)

Commercial and industrial 1.42 % 0.25 % 1.95 % 0.92 % (0.07 )% 1.20 % 0.23 %
Lease financing 0.00 % 0.00 % 0.45 % 0.00 % 0.00 % 0.14 % 0.00 %
Construction real estate 0.00 % 0.00 % (0.05 )% 0.00 % (0.10 )% (0.02 )% (0.04 )%
Commercial real estate 0.02 % (0.02 )% 0.12 % 0.00 % 0.01 % 0.04 % 0.03 %
Residential real estate 0.08 % 0.02 % 0.02 % 0.02 % 0.03 % 0.04 % 0.03 %
Home equity 0.15 % 0.06 % 0.14 % 0.23 % (0.03 )% 0.12 % (0.01 )%
Installment (0.13 )% 0.08 % 0.00 % 0.27 % (1.22 )% (0.01 )% (0.34 )%
Credit card 4.40 % 1.92 % 2.62 % 2.76 % 2.68 % 3.00 % 3.37 %
Total net charge-offs 0.45 % 0.08 % 0.64 % 0.29 % (0.02 )% 0.39 % 0.09 %

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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, which is the risk to earnings and the value of the Company's equity arising from changes in market interest rates. Interest rate risk arises in the normal course of business to the extent that there is a divergence between the amount of 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 from shifts in market interest rates.

First Financial monitors its interest rate risk position using income simulation models and EVE sensitivity analyses that capture both short-term and long-term interest rate risk exposure. Income simulation involves forecasting NII under a variety of interest rate scenarios. EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest-rate scenarios. First Financial uses EVE sensitivity analysis to understand the impact of changes in interest rates on long-term cash flows, income and capital. For both NII and EVE modeling, First Financial leverages instantaneous parallel shocks to evaluate interest rate risk exposure across rising and falling rate scenarios. Additional scenarios evaluated include various non-parallel yield curve twists.

First Financial’s interest rate risk models are based on the contractual and assumed cash flows and repricing characteristics for the Company’s assets, liabilities and off-balance sheet exposure. A number of assumptions are also incorporated into the interest rate risk models, including prepayment behaviors and repricing spreads for assets in addition to attrition and repricing rates for liabilities. Assumptions are primarily derived from behavior studies of the Company’s historical client base and are continually refined. Modeling the sensitivity of NII and EVE to changes in market interest rates is highly dependent on the assumptions incorporated into the modeling process.

Non-maturity deposit modeling is particularly dependent on the assumption for repricing sensitivity known as a beta. Beta is the amount by which First Financial’s interest bearing non-maturity deposit rates will increase when short-term interest rates rise. The Company utilized a weighted average deposit beta of ~~36%~~35% in its interest rate risk modeling as of September 30, ~~2019.~~2020. First Financial also includes an assumption for the migration of non-maturity deposit balances into CDs for all upward rate scenarios beginning with the +100 bps scenario, thereby increasing deposit costs and reducing asset sensitivity.

Presented below is the estimated impact on First Financial’s NII and EVE position as of September 30, ~~2019,~~2020, assuming immediate, parallel shifts in interest rates:


	% Change from base case for immediate parallel changes in rates
	-100 bps(1)		+100 bps		+200 bps
NII-Year 1	(1.28)	%	8.04	%	15.20	%
NII-Year 2	(2.13)	%	10.73	%	20.56	%
EVE	(8.89)	%	8.24	%	16.49	%
(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.

% Change from base case for
immediate parallel changes in rates
-100 bps +100 bps +200 bps
NII-Year 1 (6.29 )% 3.96 % 7.02 %
NII-Year 2 (7.52 )% 4.37 % 7.72 %
EVE (5.72 )% 3.78 % 6.38 %

“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.

First Financial was within policy limits set for the disclosed interest rate scenarios as of September 30, ~~2019.~~2020. The projected results for NII and EVE reflected an asset sensitive position, which ~~has~~ increased ~~slightly over recent quarters due~~further from the prior quarter as the Company continued to ~~increased variable~~see an increase in consumer deposits both in overall balances and as a percentage of total deposits. In the current interest rate ~~loan production.~~environment, First Financial ~~continues to manage~~manages its balance sheet with a bias toward ~~neutrality or slight~~ asset sensitivity while simultaneously balancing the potential earnings impact of this strategy.

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First Financial continually evaluates the sensitivity of its interest rate risk position to modeling assumptions. The following table reflects First Financial’s estimated NII sensitivity profile as of September 30, ~~2019~~2020 assuming a 25% increase and a 25% reduction to the beta assumption on managed rate deposits:


	Beta sensitivity (% change from base)
	+100 BP				+200 BP
	Beta 25% lower		Beta 25% higher		Beta 25% lower		Beta 25% higher
NII-Year 1	9.27	%	6.80	%	16.40	%	14.01	%
NII-Year 2	12.01	%	9.45	%	21.80	%	19.32	%

Beta sensitivity (% change from base)
+100 BP +200 BP
Beta 25% lower Beta 25% higher Beta 25% lower Beta 25% higher
NII-Year 1 4.89 % 3.02 % 7.92 % 6.11 %
NII-Year 2 5.29 % 3.45 % 8.61 % 6.83 %

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

CRITICAL ACCOUNTING POLICIES

First Financial’s Consolidated Financial Statements are prepared based on the application of the Company's accounting policies. These policies require the reliance on estimates and ~~assumptions.~~assumptions which are inherently subjective and may be susceptible to significant change. 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, certain accounting policies have a more significant impact than others on First Financial’s financial reporting. For First Financial, these policies currently include accounting for the ~~ALLL,~~ACL - loans and leases, goodwill, pension and income taxes. These accounting policies are discussed in detail in the Critical Accounting Policies section of Management’s Discussion and Analysis in First Financial’s ~~2018~~2019 Annual Report. There were no ~~material~~ changes to ~~these~~the accounting policies for goodwill, pension and income taxes during the nine months ended September 30, ~~2019.~~2020. Subsequent to the adoption of ASC 326 in the first quarter of 2020, the Company's accounting policy for the ACL - loans and leases is now as follows:

Allowance for credit losses - loans and leases.The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Management's determination of the adequacy of the ACL is based on an assessment of the expected credit losses on loan and leases over the expected life of the loan. The ACL 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 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. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Any interest that is accrued but not collected is reversed against interest income when a loan is placed on nonaccrual status, which typically occurs prior to charging off all, or a portion, of a loan. Accrued interest receivable on loans and leases is excluded from the estimate of credit losses.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience paired with economic forecasts provides the basis for the quantitatively modeled estimation of expected credit losses. First Financial adjusts its quantitative model, as necessary, to reflect conditions not already considered by the quantitative model. These adjustments are commonly known as the Qualitative Framework.

First Financial quantitatively models expected credit loss using Probability of Default (“PD”), Loss Given Default (“LGD”), and Exposure at Default (“EAD”) over the Reasonable and Supportable (“R&S”) forecast, reversion and post-reversion periods.

Utilizing third-party software, the Bank forecasts PD by using a parameterized transition matrix approach. Average transition matrices are calculated over the Through the Cycle ("TTC") period, which was defined as the period from December 2007 to December 2016. TTC transition matrices are adjusted under forward-looking macroeconomic expectations to obtain R&S forecasts.

First Financial is not required to develop forecasts over the full contractual term of the financial asset or group of financial assets. Rather, for periods beyond which the entity is able to make or obtain R&S forecasts of expected credit losses, the Company reverts in a straight line manner over a one year period to an average TTC loss level that is reflective of the prepayment adjusted contractual term of the financial asset or group of financial assets. The R&S forecast period, elected by the bank to be two years, is forecasted using econometric data sourced from an industry-leading independent third party.

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FFB utilizes the non-parametric loss curve approach embedded within the third-party software for estimating LGD. The PD multiplied by LGD produces an expected loss rate that, when calculating the ACL, is applied to contractual loan cash flows, adjusted for expected future rates of principal prepayments.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. Credit card receivables do not have stated maturities. In determining the estimated life of a credit card receivable, management first estimates the future cash flows expected to be received and then applies those expected future cash flows to the credit card balance.

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.

ACCOUNTING AND REGULATORY MATTERS

Note 2 - Recently Adopted and Issued Accounting Standards in the Notes to Consolidated Financial Statements discusses new accounting standards adopted by First Financial in ~~2019,~~2020, as well as the expected impact of accounting standards issued but not yet adopted. To the extent the adoption of new accounting standards materially affects financial condition, results of operations or liquidity, the impacts are discussed in the applicable Notes to the Consolidated Financial Statements and sections of Management’s Discussion and Analysis.

FORWARD-LOOKING STATEMENT

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 of 1995. Words such as ‘‘believes,’’ ‘‘anticipates,’’ “likely,” “expected,” “estimated,” ‘‘intends’’ and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make about (i) our future operating or financial performance, including revenues, income or loss and earnings or loss per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels, (iv) our plans, objectives and strategies, and (v) the assumptions that underlie our forward-looking statements.

As with any forecast or projection, forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that may cause actual results to differ materially from those set forth in the forward-looking statements. Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Important factors that could cause actual results to differ materially from those in our forward-looking statements include the following, without limitation: ~~(i)~~

•economic, market, liquidity, credit, interest rate, operational and technological risks associated with the Company’s business; ~~(ii)~~

•future credit quality and performance, including our expectations regarding future loan losses and our allowance for credit losses;

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•the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and other legislation and regulation relating to the banking industry; ~~(iii)~~(iv) management’s ability to effectively execute its business plans; ~~(iv)~~

•mergers and acquisitions, including costs or difficulties related to the integration of acquired companies; ~~(v)~~

•the possibility that any of the anticipated benefits of the Company’s ~~merger with MainSource Financial Group, Inc.~~acquisitions will not be realized or will not be realized

within the expected time period; ~~(vi)~~

•the effect of changes in accounting policies and practices; ~~(vii)~~

•changes in consumer spending, borrowing and saving and changes in unemployment; ~~(viii)~~

•changes in customers’ performance and creditworthiness; ~~and (ix)~~

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

•current and future economic and market conditions, including the effects of declines in housing prices, high unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical matters, and any slowdown in global economic growth;

•the adverse impact on the U.S. economy, including the markets in which we operate, of the novel coronavirus, which causes the Coronavirus disease 2019 (“COVID-19”), global pandemic, and the impact of a slowing U.S. economy and increased unemployment on the performance of our loan and lease portfolio, the market value of our investment securities, the availability of sources of funding and the demand for our products;

•our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable terms;

•financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services;

•the effect of the current interest rate environment or changes in interest rates or in the level or composition of our assets or liabilities on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgage loans held for sale;

•the effect of a fall in stock market prices on our brokerage, asset and wealth management businesses;

•a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber attacks;

•the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; and

•our ability to develop and execute effective business plans and strategies.

Additional factors that may cause our actual results to differ materially from those described in our forward-looking statements can be found in the Form 10-K for the year ended December 31, ~~2018,~~2019, as well as our other filings with the SEC, which are available on the SEC website at www.sec.gov.

All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, the Company does not assume any obligation to update any forward-looking statement.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk” of this report is incorporated herein by reference in response to this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under

Rule 13a-15 of the Securities Exchange Act of 1934, that are designed to cause the material information required to be disclosed by First Financial in the reports it files or submits under the Securities Exchange Act of 1934 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. In designing and evaluating the disclosure controls and procedures, management recognized 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.

As of the end of the period covered by this report, First Financial performed an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

NoEffective January 1, 2020, First Financial adopted the CECL accounting standard. The Company designed new controls and modified existing controls in conjunction with its adoption. These additional controls over financial reporting included controls over model creation and design, model governance and model assumptions, among others. There were no other changes ~~were made to the Company's~~in First Financial's internal control over financial reporting ~~(as defined in Rule 13a-15 under the Securities Exchange Act of 1934)~~that occurred during the ~~last fiscal quarter~~period covered by this report that have materially affected, or are reasonably likely to materially affect, ~~the Corporation’s~~First Financial's internal control over financial reporting.

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PART II-OTHER INFORMATION


~~Item 1.~~	~~Legal Proceedings.~~

Item 1.Legal Proceedings.

There have been no material changes to the disclosure in response to "Part I - Item 3. Legal Proceedings" in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.


~~Item 1A.~~	~~Risk Factors.~~

Item 1A.Risk Factors.

There are a number of factors that may adversely affect the Company's business, financial results, or stock price. See "Risk Factors" as disclosed in response to "Item 1A. to Part I - Risk Factors" of Form 10-K for the year ended December 31, ~~2018.~~2019.

There have been no material changes from the risk factors previously disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and updated in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~(c)~~

~~The following table shows the total number of shares repurchased in the third quarter of 2019.~~

~~Issuer Purchases of Equity Securities~~

(a) (b) (c) (d)
Period
Total Number
Of Shares
Purchased

Average
Price Paid
Per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans

Maximum Number of
Shares that may yet
be purchased Under
the Plans
July 1 to July 31, 2019 76,009
$ 24.95
76,009
4,923,991
August 1 to August 31, 2019 789,485
$ 23.73
789,485
4,134,506
September 1 to September 30, 2019 278,000
$ 24.25
278,000
3,856,506
Total 1,143,494
$ 23.94
1,143,494

In January 2019, the First Financial Board of Directors approved a stock repurchase plan pursuant to which the Company is authorized to repurchase up to 5,000,000 shares of stock through December 31, ~~2021.~~2020. The Company did not purchase any shares under the Stock Repurchase Plan or otherwise in the third quarter of 2020.

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Item 6. Exhibits


(a)		Exhibits:

~~(a)~~		~~Exhibits:~~
Exhibit Number
~~Exhibit Number~~3.1
~~2.1~~	Agreement and Plan of Merger dated as of June 18, 2019, by and among First Financial Bancorp., First Financial Bank, Wallace Merger Sub, LLC, Bannockburn Global Forex, LLC and Fortis Advisors, LLC, solely in its capacity as Member Representative (filed as Exhibit 1.1 to First Financial's Current Report on Form 8-K filed on June 19,2019, and incorporated herein by reference).

~~2.2~~	Amendment No. 1 to Agreement and Plan of Merger, dated as of August 6, 2019, by and among First Financial Bancorp., First Financial Bank, Wallace Merger Sub, Bannockburn Global Forex, LLC, and Fortis Advisors, LLC, solely in its capacity as the Member Representative (filed as Exhibit 2.1 to First Financial’s Current Report on Form 8-K filed on August 6, 2019, and incorporated herein by reference).

~~2.3~~	Amendment No. 2 to Agreement and Plan of Merger, dated as of August 29, 2019, by and among First Financial Bancorp., First Financial Bank, Wallace Merger Sub LLC, Bannockburn Global Forex, LLC, and Fortis Advisors, LLC, solely in its capacity as the Member Representative (filed as Exhibit 2.1 to First Financial’s Current Report on Form 8-K filed on September 3, 2019, and incorporated herein by reference).

~~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 3.2 to the Form S-3 on July 31, 2014 and incorporated herein by reference) (File No. 333-197771).

3.2			Amended and Restated Regulations of First Financial Bancorp, amended as of July 28, 2015 (filed as Exhibit 3.1 to the Form 8-K filed on July 29, 2015 and incorporated herein by reference).

~~10.1~~4.1			~~Letter Agreement data June 3, 2019,~~Second Supplemental Indenture, dated as of April 30, 2020, between ~~Claude E. Davis and~~ First Financial ~~Bancorp~~Bancorp. and Wells Fargo Bank, National Association (filed as Exhibit ~~10.2~~4.2 to ~~First Financial's Current Report on~~the Form 8-K filed on ~~June 5, 2019~~April 30, 2020 and incorporated herein by reference).

~~31.1~~4.2			Form of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (included in Exhibit 4.1 of this Quarterly Report on Form 10-Q) (filed as Exhibit 4.3 to the Form 8-K filed on April 30, 2020 and incorporated herein by reference).

10.1			First Financial Bancorp. 2020 Stock Plan (filed as Exhibit 10.1 to the Form 8-K filed on May 27, 2020 and incorporated herein by reference).**

31.1			Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.

31.2			Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.

32.1			Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.

32.2			Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.

~~101.1~~101.INS			~~Financial statements from~~XBRL Instance Document – the ~~Quarterly Report on Form 10-Q of~~instance document does not appear in the ~~Company for~~Interactive Data File because its XBRL tags are embedded within the ~~quarter ended September 30, 2019, formatted~~Inline XBRL document. *

101.SCH			Inline XBRL Taxonomy Extension Schema. *

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase. *

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase. *

101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase. *

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase. *

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, as blocks of text and in detail.Exhibit 101). *

First Financial will furnish, without charge, to a security holder upon request a copy of the documents and will furnish any other Exhibit upon payment of reproduction costs. Unless as otherwise noted, documents incorporated by reference involve File No. 001-34762.

* 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.

** Compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST FINANCIAL BANCORP.

(Registrant)

/s/ James M. Anderson

/s/ Scott T. Crawley

James M. Anderson

Scott T. Crawley

Executive Vice President and Chief Financial Officer

First Vice President and Controller

(Principal Accounting Officer)

Date

11/6/2020

~~FIRST FINANCIAL BANCORP.~~

Date

~~(Registrant)~~

~~/s/ James M. Anderson~~

~~/s/ Scott T. Crawley~~

~~James M. Anderson~~

~~Scott T. Crawley~~

~~Executive Vice President and Chief Financial Officer~~

~~First Vice President and Controller~~

~~(Principal Accounting Officer)~~

~~Date~~

11/~~7/2019~~

~~Date~~

~~11/7/2019~~6/2020



	As of September 30, 2019
	Commercial		Real Estate				Lease
(Dollars in thousands)	& industrial		Construction		Commercial		financing		Total
Pass	$	2,321,468	$	515,955	$	3,939,531	$	88,866	$	6,865,820
Special Mention	90,663		0		26,147		793		117,603
Substandard	57,886		5		50,230		2,957		111,078
Doubtful	0		0		0		0		0
Total	$	2,470,017	$	515,960	$	4,015,908	$	92,616	$	7,094,501



	As of December 31, 2018
	Commercial		Real Estate				Lease
(Dollars in thousands)	& industrial		Construction		Commercial		financing		Total
Pass	$	2,432,834	$	548,323	$	3,664,434	$	90,902	$	6,736,493
Special Mention	24,594		603		38,653		0		63,850
Substandard	57,233		9		51,594		2,513		111,349
Doubtful	0		0		0		0		0
Total	$	2,514,661	$	548,935	$	3,754,681	$	93,415	$	6,911,692



	Three months ended September 30, 2018
						Real Estate
(Dollars in thousands)	Commercial & industrial			Lease financing		Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	17,528		$	797	$	3,985		$	20,511		$	4,668		$	4,801		$	290		$	1,496		$	54,076
Provision for loan and lease losses	2,035			287		(114		)	959			50			63			(288		)	246			3,238
Loans charged off	(232		)	0		0			(902		)	(145		)	(351		)	(43		)	(390		)	(2,063		)
Recoveries	627			0		146			786			71			419			351			64			2,464
Total net charge-offs	395			0		146			(116		)	(74		)	68			308			(326		)	401
Ending allowance for loan and lease losses	$	19,958		$	1,084	$	4,017		$	21,354		$	4,644		$	4,932		$	310		$	1,416		$	57,715



	Nine months ended September 30, 2018
						Real Estate
(Dollars in thousands)	Commercial & industrial			Lease financing		Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	17,598		$	675	$	3,577	$	20,930		$	4,683		$	4,935		$	307		$	1,316		$	54,021
Provision for loan and lease losses	6,252			408		294		1,155			136			(60		)	(201		)	1,292			9,276
Loans charged off	(5,473		)	0		0		(3,156		)	(342		)	(978		)	(277		)	(1,328		)	(11,554		)
Recoveries	1,581			1		146		2,425			167			1,035			481			136			5,972
Total net charge-offs	(3,892		)	1		146		(731		)	(175		)	57			204			(1,192		)	(5,582		)
Ending allowance for loan and lease losses	$	19,958		$	1,084	$	4,017	$	21,354		$	4,644		$	4,932		$	310		$	1,416		$	57,715

	As of September 30, 2019
						Real Estate
(Dollars in thousands)	Commercial & industrial			Lease financing		Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	91		$	43	$	0	$	127		$	18		$	0		$	0		$	0		$	279
Collectively evaluated for impairment	18,149			962		2,767		21,726			5,478			5,083			421			1,687			56,273
Ending allowance for loan and lease losses	$	18,240		$	1,005	$	2,767	$	21,853		$	5,496		$	5,083		$	421		$	1,687		$	56,552

Loans
Individually evaluated for impairment	$	36,917		$	284	$	5	$	19,756		$	16,133		$	5,944		$	104		$	0		$	79,143
Collectively evaluated for impairment	2,433,100			92,332		515,955		3,996,152			1,038,874			770,941			88,171			49,010			8,984,535
Total loans	$	2,470,017		$	92,616	$	515,960	$	4,015,908		$	1,055,007		$	776,885		$	88,275		$	49,010		$	9,063,678



(dollars in thousands)	Operating leases
2019 (remaining three months)	$	1,936
2020	7,664
2021	7,253
2022	6,744
2023	6,726
Thereafter	57,993
Total lease payments	88,316
Less imputed interest	21,291
Total	$	67,025



(Dollars in thousands)	MainSource
Purchase consideration
Cash consideration	$	43
Stock consideration	1,043,424
Warrant consideration	14,460
Options consideration	1,577
Total purchase consideration	1,059,504

Assets acquired
Cash	71,806
Investment securities available-for-sale	900,935
Investment securities held-to-maturity	171,423
Other investments	28,763
Loans	2,792,572
Premises and equipment	98,814
Intangible assets	42,887
Other assets	167,829
Assets held for sale	127,775
Total assets acquired	4,402,804

Liabilities assumed
Deposits	3,263,920
Subordinated notes	49,027
FHLB advances	291,887
Other borrowings	205,620
Other liabilities	32,649
Liabilities held for sale	175,840
Total liabilities assumed	4,018,943

Net identifiable assets	383,861
Goodwill	$	675,643



	Twelve months ended
	December 31,
(Dollars in thousands, except per share data)	2018		2017
Pro Forma Condensed Combined Income Statement Information
Net interest income	$	484,915	$	454,579
Net income	221,122		130,402
Basic earnings per share	2.27		1.34
Diluted earnings per share	2.25		1.33



	% Change from base case for immediate parallel changes in rates
	-100 bps		+100 bps		+200 bps
NII-Year 1	(6.29	)%	3.96	%	7.02	%
NII-Year 2	(7.52	)%	4.37	%	7.72	%
EVE	(5.72	)%	3.78	%	6.38	%



	(a)	(b)		(c)	(d)
Period	Total Number Of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that may yet be purchased Under the Plans
July 1 to July 31, 2019	76,009	$	24.95	76,009	4,923,991
August 1 to August 31, 2019	789,485	$	23.73	789,485	4,134,506
September 1 to September 30, 2019	278,000	$	24.25	278,000	3,856,506
Total	1,143,494	$	23.94	1,143,494