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 ~~March 31,~~September 30, 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 ~~97,964,165~~98,018,237 shares outstanding at ~~May 7,~~November 5, 2020.

Table of Contents

FIRST FINANCIAL BANCORP.

INDEX



			Page No.

Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

Consolidated Statements of Income - Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)			2

Consolidated Statements of Comprehensive Income - Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)			3

Consolidated Statements of Changes in Shareholders’ Equity - Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)			45

Consolidated Statements of Cash Flows - ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)			56

Notes to Consolidated Financial Statements (unaudited)			67

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations			4042

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			5759

Item 4 - Controls and Procedures			5859

Part II - OTHER INFORMATION

Item 1 - Legal Proceedings			5960

Item 1A - Risk Factors			5960

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			6360

Item 6 - Exhibits			6461

Signatures			6562

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

~~First Financial~~

~~First Financial Bancorp.~~

~~ACL~~

~~Allowance for credit losses~~

Form 10-K

First Financial Bancorp. Annual Report on Form 10-K

~~ALLL~~ACL

Allowance for credit losses

FRB

Federal Reserve Bank

ALLL

Allowance for loan and lease losses

~~FRB~~GAAP

~~Federal Reserve Bank~~U.S. Generally Accepted Accounting Principles

Allowance

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

~~GAAP~~HTM

~~U.S. Generally Accepted Accounting Principles~~Held-to-maturity

AOCI

Accumulated other comprehensive income

~~HTM~~Insignificant

~~Held-to-maturity~~

~~ASC~~

~~Accounting standards codification~~

~~Insignificant~~

Less than $0.1 million

~~ASU~~ASC

Accounting standards ~~update~~codification

IRLC

Interest rate lock commitment

~~Bank~~ASU

Accounting standards update

LGD

Loss Given Default

Bank

First Financial Bank

~~LGD~~MD&A

~~Loss Given Default~~Management's Discussion and Analysis of Financial Condition and Results of Operations

Basel III

Basel Committee regulatory capital reforms, Third Basel Accord

MSFG

MainSource Financial Group, Inc.

BGF or Bannockburn

Bannockburn Global Forex, LLC

N/A

Not applicable

Bp/bps

Basis point(s)

NII

Net interest income

BOLI

Bank owned life insurance

OBS

Off-balance sheet

CDs

Certificates of deposit

OREO

Other real estate owned

C&I

Commercial & industrial

PCA

Prompt corrective action

CRE

Commercial real estate

PCD

Purchased credit deteriorated

Company

First Financial Bancorp.

PCI

Purchase credit impaired

DDA

Demand deposit account

Probability of default

Dodd-Frank

Dodd–Frank Wall Street Reform and Consumer Protection Act

~~R&S~~PPP

~~Reasonable and Supportable~~Paycheck Protection Program

EAD

Exposure at Default

~~ROU~~PPPLF

~~Right-of-use~~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

~~SOFR~~ROU

~~Secured Overnight Financing Rate~~Right-of-use

Fair Value Topic

FASB ASC Topic 820, Fair Value Measurement

SEC

U.S. Securities and Exchange Commission

FASB

Financial Accounting Standards Board

SOFR

Secured Overnight Financing Rate

FDIC

Federal Deposit Insurance Corporation

Topic 842

FASB ASC Topic 842, Leasing

~~FASB~~FHLB

~~Financial Accounting Standards Board~~

~~TDR~~

~~Troubled debt restructuring~~

~~FDIC~~

~~Federal Deposit Insurance Corporation~~

~~TTS~~

~~Through the cycle~~

~~FHLB~~

Federal Home Loan Bank

~~USD~~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)


	March 31, 2020			December 31, 2019				September 30, 2020		December 31, 2019
	(Unaudited)							(Unaudited)
Assets							Assets
Cash and due from banks	$	261,892		$	200,691		Cash and due from banks	$	207,128	$	200,691
Interest-bearing deposits with other banks	71,071			56,948			Interest-bearing deposits with other banks	38,806		56,948
Investment securities available-for-sale, at fair value (amortized cost $2,857,355 at March 31, 2020 and $2,798,298 at December 31, 2019)	2,908,688			2,852,084
Investment securities held-to-maturity (fair value $140,065 at March 31, 2020 and $142,821 at December 31, 2019)	136,744			142,862
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	143,581			125,020			Other investments	118,292		125,020
Loans held for sale	27,334			13,680			Loans held for sale	69,008		13,680
Loans and leases							Loans and leases
Commercial & industrial	2,477,773			2,465,877			Commercial & industrial	3,292,313		2,465,877
Lease financing	82,602			88,364			Lease financing	74,742		88,364
Construction real estate	500,311			493,182			Construction real estate	575,648		493,182
Commercial real estate	4,278,257			4,194,651			Commercial real estate	4,347,125		4,194,651
Residential real estate	1,061,792			1,055,949			Residential real estate	1,027,702		1,055,949
Home equity	781,243			771,869			Home equity	754,743		771,869
Installment	80,085			82,589			Installment	84,629		82,589
Credit card	45,756			49,184			Credit card	43,907		49,184
Total loans and leases	9,307,819			9,201,665			Total loans and leases	10,200,809		9,201,665
Less: Allowance for credit losses ⁽¹⁾	143,885			57,650			Less: Allowance for credit losses (1)	168,544		57,650
Net loans and leases	9,163,934			9,144,015			Net loans and leases	10,032,265		9,144,015
Premises and equipment	212,787			214,506			Premises and equipment	209,474		214,506
Goodwill	937,771			937,771			Goodwill	937,771		937,771
Other intangibles	73,258			76,201			Other intangibles	67,419		76,201
Accrued interest and other assets	1,120,507			747,847			Accrued interest and other assets	1,122,449		747,847
Total assets	$	15,057,567		$	14,511,625		Total assets	$	15,925,647	$	14,511,625

Liabilities							Liabilities
Deposits							Deposits
Interest-bearing demand	$	2,498,109		$	2,364,881		Interest-bearing demand	$	2,632,467	$	2,364,881
Savings	2,978,250			2,960,979			Savings	3,446,678		2,960,979
Time	2,435,858			2,240,441			Time	1,935,392		2,240,441
Total interest-bearing deposits	7,912,217			7,566,301			Total interest-bearing deposits	8,014,537		7,566,301
Noninterest-bearing	2,723,341			2,643,928			Noninterest-bearing	3,552,893		2,643,928
Total deposits	10,635,558			10,210,229			Total deposits	11,567,430		10,210,229
Federal funds purchased and securities sold under agreements to repurchase	215,824			165,181			Federal funds purchased and securities sold under agreements to repurchase	247,658		165,181
FHLB short-term borrowings	1,181,900			1,151,000			FHLB short-term borrowings	0		1,151,000
Total short-term borrowings	1,397,724			1,316,181			Total short-term borrowings	247,658		1,316,181
Long-term debt	325,566			414,376			Long-term debt	1,341,164		414,376
Total borrowed funds	1,723,290			1,730,557			Total borrowed funds	1,588,822		1,730,557
Accrued interest and other liabilities	519,336			323,134			Accrued interest and other liabilities	521,580		323,134
Total liabilities	12,878,184			12,263,920			Total liabilities	13,677,832		12,263,920

Shareholders' equity							Shareholders' equity
Common stock - no par value
Common stock - 0 par value							Common stock - 0 par value
Authorized - 160,000,000 shares; Issued - 104,281,794 shares in 2020 and 2019	1,633,950			1,640,771			Authorized - 160,000,000 shares; Issued - 104,281,794 shares in 2020 and 2019	1,637,489		1,640,771
Retained earnings	660,653			711,249			Retained earnings	694,484		711,249
Accumulated other comprehensive income (loss)	11,788			13,323			Accumulated other comprehensive income (loss)	42,266		13,323
Treasury stock, at cost, 6,312,836 shares in 2020 and 5,790,796 shares in 2019	(127,008		)	(117,638		)
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	2,179,383			2,247,705			Total shareholders' equity	2,247,815		2,247,705
Total liabilities and shareholders' equity	$	15,057,567		$	14,511,625		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							Three months ended				Nine months ended
	March 31,							September 30,				September 30,
	2020			2019				2020		2019		2020		2019
Interest income							Interest income
Loans and leases, including fees	$	115,775		$	123,056		Loans and leases, including fees	$	103,249	$	126,786	$	324,924	$	376,207
Investment securities							Investment securities
Taxable	19,005			24,235			Taxable	17,906		22,180		55,387		70,031
Tax-exempt	4,582			4,258			Tax-exempt	4,884		4,457		14,403		13,051
Total interest on investment securities	23,587			28,493			Total interest on investment securities	22,790		26,637		69,790		83,082
Other earning assets	142			210			Other earning assets	31		222		220		638
Total interest income	139,504			151,759			Total interest income	126,070		153,645		394,934		459,927
Interest expense							Interest expense
Deposits	16,365			19,243			Deposits	7,886		20,151		36,002		60,006
Short-term borrowings	5,087			5,960			Short-term borrowings	51		7,199		6,412		19,805
Long-term borrowings	3,770			5,041			Long-term borrowings	5,953		4,760		14,482		14,764
Total interest expense	25,222			30,244			Total interest expense	13,890		32,110		56,896		94,575
Net interest income	114,282			121,515			Net interest income	112,180		121,535		338,038		365,352
Provision for credit losses-loans and leases ⁽¹⁾	23,880			14,083
Provision for credit losses-unfunded commitments ⁽¹⁾	1,568			6
Provision for credit losses - loans and leases (1)							Provision for credit losses - loans and leases (1)	15,299		5,228		57,038		25,969
Provision for credit losses - unfunded commitments (1)							Provision for credit losses - unfunded commitments (1)	(1,925)		(216)		2,013		(342)
Net interest income after provision for credit losses	88,834			107,426			Net interest income after provision for credit losses	98,806		116,523		278,987		339,725
Noninterest income							Noninterest income
Service charges on deposit accounts	8,435			8,903			Service charges on deposit accounts	7,356		9,874		21,792		28,596
Trust and wealth management fees	4,469			4,070			Trust and wealth management fees	3,855		3,718		12,438		11,731
Bankcard income	2,698			5,586			Bankcard income	3,124		3,316		8,666		15,399
Client derivative fees	3,105			1,704			Client derivative fees	2,203		4,859		8,292		11,468
Foreign exchange income	9,966			0			Foreign exchange income	10,530		1,708		27,072		1,725
Net gain from sales of loans	2,831			1,890			Net gain from sales of loans	18,594		4,806		38,087		10,128
Net gain (loss) on sales/transfers of investment securities	(59		)	(178		)	Net gain (loss) on sales/transfers of investment securities	2		105		(55)		(110)

Other	3,939			4,852			Other	3,835		4,754		11,316		15,668
Total noninterest income	35,384			26,827			Total noninterest income	49,499		33,140		127,608		94,605
Noninterest expenses							Noninterest expenses
Salaries and employee benefits	54,822			47,912			Salaries and employee benefits	63,769		53,212		174,516		155,109
Net occupancy	6,104			6,630			Net occupancy	5,625		5,509		17,107		17,735
Furniture and equipment	4,053			3,416			Furniture and equipment	3,638		4,120		11,372		11,758
Data processing	6,389			5,127			Data processing	6,837		5,774		20,245		15,885
Marketing	1,220			1,606			Marketing	1,856		1,346		4,415		4,928
Communication	890			728			Communication	855		910		2,652		2,385
Professional services	2,275			2,252			Professional services	2,443		4,771		6,923		9,062
State intangible tax	1,516			1,310			State intangible tax	1,514		1,445		4,544		4,062
FDIC assessments	1,405			950			FDIC assessments	1,350		(1,097)		4,045		918
Intangible assets amortization	2,792			2,045			Intangible assets amortization	2,779		2,432		8,362		6,521
Other	8,200			6,517			Other	6,845		8,020		21,685		21,082
Total noninterest expenses	89,666			78,493			Total noninterest expenses	97,511		86,442		275,866		249,445
Income before income taxes	34,552			55,760			Income before income taxes	50,794		63,221		130,729		184,885
Income tax expense	5,924			9,921			Income tax expense	9,317		12,365		23,231		35,487
Net income	$	28,628		$	45,839		Net income	$	41,477	$	50,856	$	107,498	$	149,398
Net earnings per common share - basic	$	0.29		$	0.47		Net earnings per common share - basic	$	0.43	$	0.52	$	1.10	$	1.52
Net earnings per common share - diluted	$	0.29		$	0.47		Net earnings per common share - diluted	$	0.42	$	0.51	$	1.10	$	1.51
Cash dividends declared per share	$	0.23		$	0.22		Cash dividends declared per share	$	0.23	$	0.23	$	0.69	$	0.67
Average common shares outstanding - basic	97,736,690			97,926,088			Average common shares outstanding - basic	97,247,080		98,517,025		97,400,942		98,177,802
Average common shares outstanding - diluted	98,356,214			98,436,311			Average common shares outstanding - diluted	98,008,733		99,077,723		98,117,463		98,723,173

(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
March 31,
2020 2019
Net income $ 28,628
$ 45,839
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on debt securities arising during the period (1,863 ) 23,505
Change in retirement obligation 328
290
Unrealized gain (loss) on derivatives 0
72
Other comprehensive income (loss) (1,535 ) 23,867
Comprehensive income $ 27,093
$ 69,706

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 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 2,221
906
3,127
Net income
45,839
45,839
Other comprehensive income (loss) 23,867
23,867
Cash dividends declared:
Common stock at $0.22 per share (21,666 ) (21,666 )
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 (5,604 ) 247,028
3,521
(2,083 )
Share-based compensation expense 2,996
2,996
Balance at March 31, 2019 104,281,794
$ 1,622,554
$ 626,408
$ (19,635 ) (5,667,922 ) $ (98,908 ) $ 2,130,419
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 28,628
28,628
Other comprehensive income (loss) (1,535 ) (1,535 )
Cash dividends declared:
Common stock at $0.23 per share (22,342 ) (22,342 )
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 (8,218 ) 347,555
7,104
(1,114 )
Share-based compensation expense 1,537
1,537
Balance at March 31, 2020 104,281,794
$ 1,633,950
$ 660,653
$ 11,788
(6,312,836 ) $ (127,008 ) $ 2,179,383

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 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

See Notes to Consolidated Financial Statements.

Table of Contents

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Three months ended							Nine months ended
	March 31,							September 30,
	2020			2019				2020		2019
Operating activities							Operating activities
Net income	$	28,628		$	45,839		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 credit losses	25,448			14,083			Provision for credit losses	59,051		25,969
Depreciation and amortization	8,464			6,489			Depreciation and amortization	24,955		20,136
Stock-based compensation expense	1,537			2,996			Stock-based compensation expense	5,749		6,467
Pension expense (income)	400			375			Pension expense (income)	1,705		781
Net amortization (accretion) on investment securities	3,981			2,649			Net amortization (accretion) on investment securities	13,570		8,663
Net (gain) loss on sales of investment securities	59			178			Net (gain) loss on sales of investment securities	55		110
Originations of loans held for sale	(111,112		)	(41,227		)	Originations of loans held for sale	(691,716)		(269,271)
Net gains from sales of loans held for sale	(2,831		)	(1,890		)	Net gains from sales of loans held for sale	(38,087)		(10,128)
Proceeds from sales of loans held for sale	100,288			39,273			Proceeds from sales of loans held for sale	674,475		260,243
Deferred income taxes	2,975			12,625			Deferred income taxes	(9,744)		12,626
Amortization of operating leases	2,020			1,826			Amortization of operating leases	5,973		5,494
Payments for operating leases	(1,288		)	(1,823		)	Payments for operating leases	(5,801)		(5,652)
Decrease (increase) cash surrender value of life insurance	(198		)	(1,534		)	Decrease (increase) cash surrender value of life insurance	(985)		(3,017)
Decrease (increase) in interest receivable	(878		)	(3,109		)	Decrease (increase) in interest receivable	(13,262)		201
(Decrease) increase in interest payable	(2,197		)	322			(Decrease) increase in interest payable	(4,559)		1,160
Decrease (increase) in other assets	(362,619		)	(30,168		)	Decrease (increase) in other assets	(350,021)		(232,483)
(Decrease) increase in other liabilities	181,099			(8,908		)	(Decrease) increase in other liabilities	177,275		137,405
Net cash provided by (used in) operating activities	(126,224		)	37,996			Net cash provided by (used in) operating activities	(43,869)		108,102

Investing activities							Investing activities
Proceeds from sales of securities available-for-sale	29,922			0			Proceeds from sales of securities available-for-sale	42,628		400,533
Proceeds from calls, paydowns and maturities of securities available-for-sale	151,629			95,114			Proceeds from calls, paydowns and maturities of securities available-for-sale	658,521		401,586
Purchases of securities available-for-sale	(234,589		)	(143,290		)	Purchases of securities available-for-sale	(787,048)		(518,455)

Proceeds from calls, paydowns and maturities of securities held-to-maturity	6,186			2,398			Proceeds from calls, paydowns and maturities of securities held-to-maturity	25,005		12,073

Purchases of other investment securities	(18,659		)	0			Purchases of other investment securities	(18,659)		(11,620)
Net decrease (increase) in interest-bearing deposits with other banks	(14,123		)	(12,486		)	Net decrease (increase) in interest-bearing deposits with other banks	18,142		(1,931)
Net decrease (increase) in loans and leases	(105,697		)	438			Net decrease (increase) in loans and leases	(1,007,585)		(267,320)
Proceeds from disposal of other real estate owned	900			183			Proceeds from disposal of other real estate owned	1,487		1,207
Purchases of premises and equipment	(5,805		)	(1,268		)	Purchases of premises and equipment	(13,404)		(15,227)

Net cash acquired (paid) from business combinations							Net cash acquired (paid) from business combinations	0		(51,663)
Net cash (paid) received for branch divestitures							Net cash (paid) received for branch divestitures	0		118
Net cash provided by (used in) investing activities	(190,236		)	(58,911		)	Net cash provided by (used in) investing activities	(1,080,913)		(50,699)

Financing activities							Financing activities
Net (decrease) increase in total deposits	425,329			(6,379		)	Net (decrease) increase in total deposits	1,357,201		(56,419)
Net (decrease) increase in short-term borrowings	81,543			6,724			Net (decrease) increase in short-term borrowings	(1,068,523)		173,495
Payments on long-term debt	(90,066		)	(25,187		)	Payments on long-term debt	(105,201)		(74,454)
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	(22,531		)	(21,550		)	Cash dividends paid on common stock	(67,317)		(66,482)
Treasury stock purchase	(16,686		)	0			Treasury stock purchase	(16,686)		(27,372)
Proceeds from exercise of stock options	72			90			Proceeds from exercise of stock options	72		90
Net cash provided by (used in) financing activities	377,661			(46,302		)	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	61,201			(67,217		)	Change in cash and due from banks	6,437		6,261
Cash and due from banks at beginning of period	200,691			236,221			Cash and due from banks at beginning of period	200,691		236,221
Cash and due from banks at end of period	$	261,892		$	169,004		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							Assets acquired, net of purchase consideration	$	0	$	(39,140)
Liabilities assumed							Liabilities assumed	0		18,298
Goodwill							Goodwill	$	0	$	57,438

See Notes to Consolidated Financial Statements.

Table of Contents

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~September 30, 2020

(Unaudited)

NOTE 1: SUMMARY OF 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.

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, 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, 2019 has been derived from the audited financial statements in the Company’s 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 ~~quarter~~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.

Table of Contents

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 ~~$0.3~~$0.2 million as of ~~March 31,~~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 ~~$12.7~~$11.7 million as of ~~March 31,~~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~~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 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~~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 ~~Probability of Default (“PD”), Loss Given Default (“LGD”),~~PD, LGD and ~~Exposure at Default (“EAD”)~~EAD over the ~~Reasonable and Supportable ("~~R~~&S")~~&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 ~~Through the Cycle ("TTC")~~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

Table of Contents

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 ~~the~~a non-parametric loss curve approach embedded within ~~the~~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 OR ISSUED

Standards Adopted in 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 ~~replaces~~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 addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities that management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and ~~off-balance-sheet (OBS)~~OBS credit exposures. Results for reporting periods beginning after January 1, 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~~ $56.9 millionas of January 1, 2020 for the cumulative effect of

Table of Contents

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

The Company adopted CECL using the 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 standard, First Financial did not reassess whether PCI assets met the definition of PCD assets as of the date of adoption.

The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of 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 is adopting the capital transition relief over the five year permissible period.

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

The 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 calculation of the ACL, please refer to Note 1 - Summary of Significant Accounting Policies and Note 5 - Allowance for Credit Losses.

During the first quarter of 2020, the Company adopted ASU No. 2018-13, Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Under the changes, entities 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 must disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This update did not have a material impact on the Company’s Consolidated Financial Statements.

NOTE 3: INVESTMENTS

For the three months ended ~~March 31,~~September 30, 2020, there were sales of ~~$29.9~~$1.3 million of AFS securities with 0insignificant gross realized gains and ~~$0.1 million~~ gross realized losses. For the three months ended ~~March 31,~~September 30, 2019, proceeds on the sale of $284.9 million of AFS securities resulted in $1.2 million in gross realized gains and $1.1 million in gross realized losses. For the nine months ended September 30, 2020, there were sales of $42.6 million of AFS securities with $0.1 million in gross realized gains and $0.2 million in gross realized losses. For the nine months ended September 30, 2019, there were 0$400.5 million sales of AFS securities with $1.9 million in gross realized gains and ~~therefore 0 associated gains or~~$1.8 million in gross realized losses. In conjunction with the

Table of Contents

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.

The following is a summary of HTM and AFS investment securities as of ~~March 31,~~September 30, 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
$ 5
$ 0
$ 104
Securities of U.S. government agencies and corporations 0
0
0
0
116
2
0
118
Mortgage-backed securities - residential 19,832
1,046
0
20,878
419,423
19,215
(219 ) 438,419
Mortgage-backed securities - commercial 97,073
1,671
(375 ) 98,369
506,343
7,034
(9,082 ) 504,295
Collateralized mortgage obligations 9,043
149
0
9,192
745,649
28,845
(2,479 ) 772,015
Obligations of state and other political subdivisions 10,796
830
0
11,626
723,470
30,576
(152 ) 753,894
Asset-backed securities 0
0
0
0
382,415
225
(18,841 ) 363,799
Other securities 0
0
0
0
79,840
90
(3,886 ) 76,044
Total $ 136,744
$ 3,696
$ (375 ) $ 140,065
$ 2,857,355
$ 85,992
$ (34,659 ) $ 2,908,688

The following is a summary of HTM and AFS investment securities as of December 31, 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
$ 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

Table of Contents

The following table provides a summary of investment securities by contractual maturity as of ~~March 31,~~September 30, 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
$ 5,138
$ 5,157
Due after one year through five years 0
0
55,648
56,434
Due after five years through ten years 4,797
5,476
148,614
147,686
Due after ten years 5,999
6,150
594,125
620,883
Mortgage-backed securities - residential 19,832
20,878
419,423
438,419
Mortgage-backed securities - commercial 97,073
98,369
506,343
504,295
Collateralized mortgage obligations 9,043
9,192
745,649
772,015
Asset-backed securities 0
0
382,415
363,799
Total $ 136,744
$ 140,065
$ 2,857,355
$ 2,908,688

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. 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 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.

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

As of ~~March 31,~~September 30, 2020, the Company's investment securities portfolio consisted of ~~1,276~~1,291 securities, of which ~~194~~119 were in an unrealized loss position. As of December 31, 2019, the Company's investment securities portfolio consisted of 1,273 securities, of which 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 no0 HTM securities on nonaccrual status, or past due or in a loss position as of ~~March 31,~~September 30, 2020. Therefore, the Company did not record an allowance for credit losses for these securities as of ~~March 31,~~September 30, 2020.

Table of Contents

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
	March 31, 2020																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	37,185		(219		)	0		0			37,185		(219		)	Mortgage-backed securities - residential	40,190		(209)		11,063		(64)		51,253		(273)
Mortgage-backed securities - commercial	188,990		(4,567		)	62,083		(4,890		)	251,073		(9,457		)	Mortgage-backed securities - commercial	111,658		(298)		104,069		(3,571)		215,727		(3,869)
Collateralized mortgage obligations	115,697		(1,847		)	8,267		(632		)	123,964		(2,479		)	Collateralized mortgage obligations	85,248		(297)		30,628		(196)		115,876		(493)
Obligations of state and other political subdivisions	33,083		(148		)	1,681		(4		)	34,764		(152		)	Obligations of state and other political subdivisions	118,623		(457)		7,950		(36)		126,573		(493)
Asset-backed securities	279,980		(16,048		)	59,852		(2,793		)	339,832		(18,841		)	Asset-backed securities	125,889		(553)		54,963		(511)		180,852		(1,064)
Other securities	46,746		(3,081		)	4,010		(805		)	50,756		(3,886		)	Other securities	0		0		5,649		(115)		5,649		(115)
Total	$	701,681	$	(25,910	)	$	135,893	$	(9,124	)	$	837,574	$	(35,034	)	Total	$	481,608	$	(1,814)	$	214,322	$	(4,493)	$	695,930	$	(6,307)

December 31, 2019
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
$ 0
$ 0
$ 0
$ 0
Securities of U.S. Government agencies and corporations 0
0
0
0
0
0
Mortgage-backed securities - residential 40,190
(209 ) 11,063
(64 ) 51,253
(273 )
Mortgage-backed securities - commercial 111,658
(298 ) 104,069
(3,571 ) 215,727
(3,869 )
Collateralized mortgage obligations 85,248
(297 ) 30,628
(196 ) 115,876
(493 )
Obligations of state and other political subdivisions 118,623
(457 ) 7,950
(36 ) 126,573
(493 )
Asset-backed securities 125,889
(553 ) 54,963
(511 ) 180,852
(1,064 )
Other securities 0
0
5,649
(115 ) 5,649
(115 )
Total $ 481,608
$ (1,814 ) $ 214,322
$ (4,493 ) $ 695,930
$ (6,307 )

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

Table of Contents

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, 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.

The following table sets forth the Company's loan portfolio at ~~March 31,~~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

Table of Contents


(Dollars in thousands)	2020		2019		2018		2017		2016		Prior		Term Total		Revolving		Total		(Dollars in thousands)	2020		2019		2018		2017		2016		Prior		Term Total		Revolving		Total
Commercial & industrial
Pass	$	112,198	$	541,313	$	463,439	$	296,040	$	195,719	$	166,485	$	1,775,194	$	582,562	$	2,357,756
Special mention	0		7,524		11,814		8,206		3,057		3,835		34,436		26,287		60,723
Substandard	281		830		11,555		26,492		8,449		2,027		49,634		9,660		59,294
Doubtful	0		0		0		0		0		0		0		0		0
Total	$	112,479	$	549,667	$	486,808	$	330,738	$	207,225	$	172,347	$	1,859,264	$	618,509	$	2,477,773
Lease financing
Pass	$	2,422	$	30,362	$	15,240	$	12,482	$	8,474	$	11,374	$	80,354	$	0	$	80,354
Special mention	0										6		6		0		6
Substandard	0				1,379		257		588		18		2,242		0		2,242		Substandard	9		0		476		822		277		0		1,584		0		1,584
Doubtful	0												0		0		0		Doubtful	0		0		0		0		0		0		0		0		0
Total	$	2,422	$	30,362	$	16,619	$	12,739	$	9,062	$	11,398	$	82,602	$	0	$	82,602	Total	$	11,410	$	30,564	$	14,348	$	8,805	$	6,248	$	3,367	$	74,742	$	0	$	74,742
Construction real estate																			Construction real estate
Pass	$	4,582	$	127,531	$	164,885	$	79,198	$	52,550	$	56,575	$	485,321	$	14,990	$	500,311	Pass	$	53,598	$	211,962	$	223,732	$	34,952	$	23,987	$	990	$	549,221	$	15,822	$	565,043
Special mention	0		0		0		0		0		0		0		0		0		Special mention	0		621		0		9,984		0		0		10,605		0		10,605
Substandard	0		0		0		0		0		0		0		0		0		Substandard	0		0		0		0		0		0		0		0		0
Doubtful	0		0		0		0		0		0		0		0		0		Doubtful	0		0		0		0		0		0		0		0		0
Total	$	4,582	$	127,531	$	164,885	$	79,198	$	52,550	$	56,575	$	485,321	$	14,990	$	500,311	Total	$	53,598	$	212,583	$	223,732	$	44,936	$	23,987	$	990	$	559,826	$	15,822	$	575,648
Commercial real estate - investor	Commercial real estate - investor																		Commercial real estate - investor
Pass	$	121,429	$	1,052,858	$	485,310	$	455,332	$	357,074	$	578,729	$	3,050,732	$	64,503	$	3,115,235	Pass	$	379,720	$	1,096,225	$	445,501	$	451,095	$	327,564	$	431,524	$	3,131,629	$	39,470	$	3,171,099
Special mention	966		59		957		18,881		19,243		3,261		43,367		174		43,541		Special mention	952		56		0		15,178		16,873		8,697		41,756		559		42,315
Substandard	0		4,334		6,831		6,150		112		3,834		21,261		0		21,261		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		Doubtful	0		0		0		0		0		0		0		0		0
Total	$	122,395	$	1,057,251	$	493,098	$	480,363	$	376,429	$	585,824	$	3,115,360	$	64,677	$	3,180,037	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																			Commercial real estate - owner
Pass	$	64,121	$	188,827	$	178,010	$	162,309	$	173,052	$	260,262	$	1,026,581	$	32,492	$	1,059,073	Pass	$	155,486	$	180,808	$	153,043	$	144,601	$	140,566	$	219,723	$	994,227	$	40,541	$	1,034,768
Special mention	0		696		4,112		289		2,549		16,456		24,102		331		24,433		Special mention	2,048		1,946		13,043		4,903		4,540		11,873		38,353		59		38,412
Substandard	0		2,092		2,259		4,612		1,786		3,965		14,714		0		14,714		Substandard	647		520		851		4,907		446		3,361		10,732		0		10,732
Doubtful	0		0		0		0		0		0		0		0		0		Doubtful	0		0		0		0		0		0		0		0		0
Total	$	64,121	$	191,615	$	184,381	$	167,210	$	177,387	$	280,683	$	1,065,397	$	32,823	$	1,098,220	Total	$	158,181	$	183,274	$	166,937	$	154,411	$	145,552	$	234,957	$	1,043,312	$	40,600	$	1,083,912
Residential real estate																			Residential real estate
Performing	$	61,423	$	319,956	$	168,242	$	95,898	$	83,240	$	326,053	$	1,054,812	$	0	$	1,054,812	Performing	$	228,049	$	265,023	$	133,562	$	74,811	$	68,109	$	250,625	$	1,020,179	$	0	$	1,020,179
Nonperforming	0		261		221		677		363		5,458		6,980		0		6,980		Nonperforming	242		526		642		509		88		5,516		7,523		0		7,523
Total	$	61,423	$	320,217	$	168,463	$	96,575	$	83,603	$	331,511	$	1,061,792	$	0	$	1,061,792	Total	$	228,291	$	265,549	$	134,204	$	75,320	$	68,197	$	256,141	$	1,027,702	$	0	$	1,027,702
Home equity																			Home equity
Performing	$	9,019	$	27,294	$	23,829	$	15,066	$	13,639	$	62,117	$	150,964	$	625,581	$	776,545	Performing	$	45,297	$	22,107	$	19,391	$	12,418	$	10,704	$	46,839	$	156,756	$	594,615	$	751,371
Nonperforming	0		79		96		39		95		435		744		3,954		4,698		Nonperforming	0		0		75		39		29		204		347		3,025		3,372
Total	$	9,019	$	27,373	$	23,925	$	15,105	$	13,734	$	62,552	$	151,708	$	629,535	$	781,243	Total	$	45,297	$	22,107	$	19,466	$	12,457	$	10,733	$	47,043	$	157,103	$	597,640	$	754,743
Installment																			Installment
Performing	$	7,267	$	24,153	$	17,227	$	14,093	$	4,260	$	4,370	$	71,370	$	8,524	$	79,894	Performing	$	18,610	$	17,887	$	12,809	$	10,367	$	2,582	$	3,708	$	65,963	$	18,557	$	84,520
Nonperforming	0		28		44		9		15		95		191		0		191		Nonperforming	9		29		25		21		21		4		109		0		109
Total																			Total	$	18,619	$	17,916	$	12,834	$	10,388	$	2,603	$	3,712	$	66,072	$	18,557	$	84,629
Credit cards																			Credit cards
Performing																			Performing	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	43,426	$	43,426
Nonperforming																			Nonperforming	0		0		0		0		0		0		0		481		481
Total																			Total	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	43,907	$	43,907
Grand Total																			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

(Dollars in thousands) 2020 2019 2018 2017 2016 Prior Term Total Revolving Total
Total $ 7,267
$ 24,181
$ 17,271
$ 14,102
$ 4,275
$ 4,465
$ 71,561
$ 8,524
$ 80,085
Credit cards
Performing $ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 44,920
$ 44,920
Nonperforming 0
0
0
0
0
0
0
836
836
Total $ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 45,756
$ 45,756
Grand Total $ 383,709
$ 2,328,197
$ 1,609,712
$ 1,196,029
$ 924,268
$ 1,451,089
$ 7,893,004
$ 1,414,815
$ 9,307,819

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

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 March 31, 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 $ 2,305
$ 267
$ 16,322
$ 18,894
$ 2,458,879
$ 2,477,773
$ 0
Lease financing 0
0
0
0
82,602
82,602
0
Construction real estate 0
0
0
0
500,311
500,311
0
Commercial real estate-investor 7,225
346
1,864
9,435
3,170,602
3,180,037
0
Commercial real estate-owner 1,106
0
2,782
3,888
1,094,332
1,098,220
0
Residential real estate 1,710
990
4,280
6,980
1,054,812
1,061,792
0
Home equity 1,428
852
2,419
4,699
776,544
781,243
0
Installment 73
5
112
190
79,895
80,085
0
Credit card 383
330
122
835
44,921
45,756
120
Total $ 14,230
$ 2,790
$ 27,901
$ 44,921
$ 9,262,898
$ 9,307,819
$ 120

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


	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.

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 ~~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 ~~March 31,~~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 ~~171~~169 TDRs totaling ~~$40.6~~$37.1 million at ~~March 31,~~September 30, 2020, including ~~$22.2~~$7.8 million on accrual status and ~~$18.4~~$29.3 million classified as nonaccrual. First Financial had ~~$1.0~~$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 ~~$3.6~~$5.7 million related to TDRs at ~~March 31,~~September 30, 2020. Additionally, as of ~~March 31,~~September 30, 2020, ~~$4.5~~$5.4 million of accruing TDRs have been performing in accordance with the restructured terms for more than one year.

First Financial had 157 TDRs totaling ~~$30.0~~$30.0 million at December 31, 2019, including $11.4 million of loans on accrual status and $18.5 million classified as nonaccrual. First Financial had $2.5 million commitments outstanding to lend additional funds to borrowers whose loan terms had been modified through TDRs. At December 31, 2019, the ALLL included reserves of ~~$2.5~~$2.5 million related to TDRs, and ~~$4.7~~$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 ~~March 31,~~September 30, 2020 and 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
March 31, 2020 March 31, 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 2
$ 11,383
$ 11,383
5
$ 7,637
$ 7,661
Construction real estate 0
0
0
0
0
0
Commercial real estate 0
0
0
6
1,323
1,232
Residential real estate 14
1,129
1,073
5
458
458
Home equity 4
186
186
1
17
17
Installment 1
26
15
0
0
0
Total 21
$ 12,724
$ 12,657
17
$ 9,435
$ 9,368

For TDRs identified during the three and nine months ended ~~March 31,~~September 30, 2020, there were ~~$0.4~~$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 ~~March 31,~~September 30, 2019, there were 0$2.3 million chargeoffs for the portion of TDRs determined to be uncollectible.

The following table provides information on how TDRs were modified during the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019:


	Three months ended					Three months ended				Nine months ended
	March 31,					September 30,				September 30,
(Dollars in thousands)	2020		2019		(Dollars in thousands)	2020		2019		2020		2019
Extended maturities	$	0	$	2,877	Extended maturities	$	0	$	0	$	0	$	2,877
Adjusted interest rates	0		5,284		Adjusted interest rates	0		0		0		5,284
Combination of rate and maturity changes	0		508		Combination of rate and maturity changes	0		0		0		508
Forbearance	1,008		557		Forbearance	1,480		4,349		4,663		19,984
Other ⁽¹⁾	11,649		142		Other (1)	210		350		12,261		2,335
Total	$	12,657	$	9,368	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 ~~March 31,~~September 30, 2020, there ~~were 0~~was 1 TDR ~~relationships~~relationship with an insignificant balance for which there was a payment default during the period that occurred within twelve months of the loan modifications. For the three month period ended ~~March 31,~~September 30, 2019, there was 1 TDR 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 nine months ended September 30, 2019, there were 23 TDR relationships for ~~$6.9~~$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 ~~that are~~ 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. ~~Through April~~As of September 30, 2020, the ~~Company modified 1,055~~Company's loan portfolio included 1,902 commercial loans with balances of ~~$1.6~~$2.1 billion and ~~979~~1,830 consumer loans with balances of ~~$129.5~~$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.

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


	March 31, 2020						December 31, 2019			September 30, 2020						December 31, 2019
(Dollars in thousands)	Nonaccrual loans with a related ACL		Nonaccrual loans with no related ACL		Total nonaccrual		Total nonaccrual		(Dollars in thousands)	Nonaccrual loans with a related ACL		Nonaccrual loans with no related ACL		Total nonaccrual		Total nonaccrual
Nonaccrual loans⁽¹⁾									Nonaccrual loans (1)
Commercial & industrial	$	10,754	$	10,372	$	21,126	$	24,346	Commercial & industrial	$	20,558	$	14,128	$	34,686	$	24,346
Lease financing	0		222		222		223		Lease financing	0		1,092		1,092		223
Construction real estate	0		0		0		0		Construction real estate	0		0		0		0
Commercial real estate	4,206		5,844		10,050		7,295		Commercial real estate	1,310		23,211		24,521		7,295
Residential real estate	0		11,163		11,163		10,892		Residential real estate	252		11,852		12,104		10,892
Home equity	0		5,821		5,821		5,242		Home equity	0		5,374		5,374		5,242
Installment	0		145		145		167		Installment	0		153		153		167

Total nonaccrual loans	$	14,960	$	33,567	$	48,527	$	48,165	Total nonaccrual loans	$	22,120	$	55,810	$	77,930	$	48,165

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of ~~$18.4~~$29.3 million and $18.5 million as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively.

Three months ended
March 31,
(Dollars in thousands) 2020 2019
Interest income effect on nonperforming loans
Gross amount of interest that would have been recorded under original terms $ 1,306
$ 1,613
Interest included in income
Nonaccrual loans 167
335
Troubled debt restructurings 235
236
Total interest included in income 402
571
Net impact on interest income $ 904
$ 1,042


	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 nonperforming ~~commercial~~ loan relationships ~~as well as consumer loan TDRs~~ greater than $250,000 to determine if 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. 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.

Table of Contents

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

Table of Contents

First Financial's average impaired loans and interest income recognized by class for the three and nine months ended ~~March 31,~~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
March 31, 2019
(Dollars in thousands) Average
Recorded
Investment Interest
Income
Recognized
Loans with no related allowance recorded
Commercial & industrial $ 33,418
$ 279
Lease financing 162
0
Construction real estate 9
0
Commercial real estate 23,111
103
Residential real estate 16,967
86
Home equity 6,288
38
Installment 174
1
Total 80,129
507

Loans with an allowance recorded
Commercial & industrial 2,111
43
Lease financing 0
0
Construction real estate 0
0
Commercial real estate 2,004
19
Residential real estate 300
2
Home equity 0
0
Installment 0
0
Total 4,415
64

Total
Commercial & industrial 35,529
322
Lease financing 162
0
Construction real estate 9
0
Commercial real estate 25,115
122
Residential real estate 17,267
88
Home equity 6,288
38
Installment 174
1
Total $ 84,544
$ 571

Table of Contents

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.


	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

As of March 31, 2020
Type of Collateral
(Dollar in thousands) Commercial real estate Equipment Residential real estate Total
Class of loan
Commercial & industrial $ 0
$ 10,755
$ 0
$ 10,755
Commercial real estate-investor 4,205
0
0
4,205
Commercial real estate-owner 333
0
0
333
Residential real estate 0
0
1,005
1,005
Total $ 4,538
$ 10,755
$ 1,005
$ 16,298

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 ~~three~~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
March 31,
(Dollars in thousands) 2020 2019
Balance at beginning of period $ 2,033
$ 1,401
Additions
Commercial & industrial 247
0
Residential real estate 146
504
Total additions 393
504
Disposals

Commercial & industrial (179 ) (22 )
Residential real estate (721 ) (161 )
Total disposals (900 ) (183 )
Valuation adjustment

Commercial & industrial 0
0
Residential real estate (59 ) (57 )
Total valuation adjustment (59 ) (57 )
Balance at end of period $ 1,467
$ 1,665

NOTE 5: ALLOWANCE FOR 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. The 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

Table of Contents

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 ~~$27.4~~$41.2 million as of ~~March 31,~~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

Table of Contents

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 ~~retail~~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, or delinquency status and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. For the three and nine months ended ~~March 31,~~September 30, 2020 the ACL increased primarily due to First Financial's expectation of higher credit losses resulting from the COVID-19 ~~pandemic.~~pandemic, however, this was somewhat offset by an increase in prepayment rates during the period.

The Company utilized the final Moody's ~~March~~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.~~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 ~~first quarter 2020~~ ACL model.

Table of Contents

Changes in the 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 March 31, 2020
						Real Estate																						Three 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			(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:																											Allowance for credit losses:
Balance at beginning of period	$	18,584		$	971	$	2,381		$	23,579		$	5,299		$	4,787		$	392		$	1,657		$	57,650		Balance at beginning of period	$	24,586	$	1,393	$	2,919	$	20,357	$	5,008	$	5,307	$	395	$	1,584	$	61,549
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	16,016			405		(449		)	5,227			558			1,538			75			510			23,880			Provision for credit losses	2,654		(388)		(152)		1,684		702		68		(2)		662		5,228
Gross charge-offs	(1,091		)	0		0			(4		)	(115		)	(267		)	(61		)	(311		)	(1,849		)
Loans charged off																											Loans charged off	(9,556)		0		0		(535)		(278)		(627)		(65)		(598)		(11,659)
Recoveries	2,000			0		0			234			52			339			31			43			2,699			Recoveries	556		0		0		347		64		335		93		39		1,434
Total net charge-offs	909			0		0			230			(63		)	72			(30		)	(268		)	850			Total net charge-offs	(9,000)		0		0		(188)		(214)		(292)		28		(559)		(10,225)
Ending allowance for credit losses	$	45,410		$	1,494	$	13,511		$	53,154		$	11,284		$	14,827		$	1,238		$	2,967		$	143,885		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 March 31, 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 13,268
343
(683 ) 493
125
185
19
333
14,083
Loans charged off (12,328 ) (100 ) 0
(1,214 ) (82 ) (468 ) (49 ) (341 ) (14,582 )
Recoveries 240
0
63
73
36
185
48
34
679
Total net charge-offs (12,088 ) (100 ) 63
(1,141 ) (46 ) (283 ) (1 ) (307 ) (13,903 )
Ending allowance for credit losses $ 19,926
$ 1,373
$ 2,793
$ 20,400
$ 5,043
$ 5,250
$ 380
$ 1,557
$ 56,722

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:

Table of Contents


	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 ~~$14.3~~$14.8 million as of ~~March 31,~~September 30, 2020 and $0.6 million as of December 31, 2019. Additionally, First Financial recorded ~~$1.6~~$1.9 million of provision recapture related to the allowance for credit losses on unfunded commitments for the three months ended ~~March 31, 2020, compared to an insignificant amount~~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 ~~the comparative period in 2019.~~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 ~~March 31,~~September 30, 2020 and ~~the year ended December 31,~~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) March 31,
2020 March 31,
2019
Balance at beginning of year $ 937,771
$ 880,251
Goodwill resulting from business combinations 0
(524 )
Balance at end of period $ 937,771
$ 879,727

During the third quarter of 2019, First Financial recorded $58.0 million of additions to goodwill resulting from the Bannockburn acquisition. In the first quarter of 2019, First Financial recorded its final adjustments to goodwill related to the 2018 MSFG merger. For further detail on 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 ~~March 31,~~September 30, 2020. AsThe results of ~~March 31, 2020, First Financial does not believe that there is a sustained decrease in its share price in either absolute terms or in relation to peers. Therefore, First Financial~~this interim qualitative test did not ~~record an impairment in~~indicate that the ~~first quarter~~Company's goodwill was impaired as of ~~2020, but~~September 30, 2020. First Financial will continue to monitor the status of its goodwill and

Table of Contents

intangible assets ~~in the coming periods~~ for signs of further deterioration and potential impairment. First Financial performed its annual impairment test as of October 1, 2019 and no impairment was indicated at that 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 ~~7.7 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 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 ~~March 31,~~September 30, 2020 and 2019 were $2.8 million and $2.4 million, respectively. Amortization expense recognized on intangible assets for the nine months ended September 30, 2020 and 2019 was ~~$2.8~~$8.4 million and ~~$2.0~~$6.5 million, respectively.

The gross carrying amount and accumulated amortization of other intangible assets at ~~March 31,~~September 30, 2020 and December 31, 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) March 31, 2020 December 31, 2019

Gross
carrying
amount

Accumulated
amortization

Gross
carrying
amount

Accumulated
amortization
Amortized intangible assets
Core deposit intangibles $ 51,031
$ (22,743 ) $ 51,031
$ (21,149 )
Customer list 39,420
(2,090 ) 39,420
(1,195 )
Other 10,093
(2,453 ) 10,093
(1,999 )
Total $ 100,544
$ (27,286 ) $ 100,544
$ (24,343 )

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. 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 ~~$65.7~~$67.2 million and $58.6 million at ~~March 31,~~September 30, 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 ~~$71.9~~$74.9 million and $64.3 million lease liability in Accrued interest and other liabilities on the Consolidated Balance Sheet at ~~March 31,~~September 30, 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

Table of Contents

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
March 31,
(Dollars in thousands) 2020 2019
Operating lease cost $ 2,020
$ 1,826
Short-term lease cost 41
1
Variable lease cost 641
597
Total operating lease cost $ 2,702
$ 2,424

Future minimum commitments due under these lease agreements as of ~~March 31,~~September 30, 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
2020 (remaining nine months) $ 5,611
2021 7,213
2022 6,891
2023 6,856
2024 6,531
Thereafter 60,918
Total lease payments 94,020
Less imputed interest 22,072
Total $ 71,948

The weighted average remaining lease term and discount rate 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

March 31, 2020 December 31, 2019
Operating leases
Weighted-average remaining lease term 15.2 years
15.6 years
Weighted-average discount rate 3.27 % 3.43 %

Supplemental cash information at ~~March 31,~~September 30, 2020 and 2019 related to leases was as follows:

Three months ended
March 31,
(Dollars in thousands) 2020 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 1,288
$ 1,823
ROU assets obtained in exchange for lease obligations
Operating leases 8,862
60,249

Table of Contents


	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 $ 10,279
Collateralized mortgage obligations 84,545
Total $ 94,824

Securities sold under agreements to repurchase were secured by securities with a carrying amount of ~~$94.8~~$114.7 million and $90.2 million as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively.

First Financial had ~~$121.0~~$133.0 million federal funds purchased at ~~March 31,~~September 30, 2020 and $165.2 million as of December 31, 2019. The Company ~~also~~ had ~~$1.2 billion~~ in0 short-term borrowings with the FHLB at ~~both March 31,~~September 30, 2020 and had $1.2 billion at December 31, 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 March 31, 2020 and December 31, 2019, 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 March 31, 2020 and December 31, 2019.

First Financial had ~~$325.6 million~~$1.3 billion and $414.4 million of long-term debt as of ~~March 31,~~September 30, 2020 and December 31, 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:


	March 31, 2020					December 31, 2019						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	$	152,787		1.75	%	$	242,428		1.94	%	FHLB borrowings	138,424		1.69	%	242,428		1.94	%
Subordinated notes	171,071			4.70	%	170,967			4.97	%	Subordinated notes	321,280		4.86	%	170,967		4.97	%
Unamortized debt issuance costs	(963		)	N/A		(1,007		)	N/A		Unamortized debt issuance costs	(2,866)		N/A		(1,007)		N/A
Lease liability	1,896			3.81	%	1,213			4.48	%	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	$	325,566		3.31	%	$	414,376		3.20	%	Total long-term debt	$	1,341,164	1.57	%	$	414,376	3.20	%

Table of Contents

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 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 ~~$152.8~~$138.4 million and $242.4 million of fixed rate FHLB long-term advances as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively. As of ~~March 31,~~September 30, 2020, long-term FHLB advances had a weighted average interest rate of ~~1.75%~~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

Table of Contents


	Three months ended March 31, 2020																									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	$	(2,434	)	$	(59	)	$	(2,375	)	$	512		$	(1,863	)	$	41,264		$	(1,863	)	$	39,401		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																									Unrealized gain (loss) on derivatives	281		0		281		(64)		217		(217)		217		0		0
Retirement obligation	0			(425		)	425			(97		)	328			(27,941		)	328			(27,613		)	Retirement obligation	0		(1,042)		1,042		(237)		805		(32,590)		805		0		(31,785)
Total	$	(2,434	)	$	(484	)	$	(1,950	)	$	415		$	(1,535	)	$	13,323		$	(1,535	)	$	11,788		Total	$	73,869	$	(1,152)	$	75,021	$	(16,069)	$	58,952	$	(44,408)	$	58,952	$	906	$	15,450

Three months ended March 31, 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 $ 29,725
$ (178 ) $ 29,903
$ (6,398 ) $ 23,505
$ (11,601 ) $ 23,505
$ 906
$ 12,810
Unrealized gain (loss) on derivatives 93
0
93
(21 ) 72
(217 ) 72
0
(145 )
Retirement obligation 0
(375 ) 375
(85 ) 290
(32,590 ) 290
0
(32,300 )
Total $ 29,818
$ (553 ) $ 30,371
$ (6,504 ) $ 23,867
$ (44,408 ) $ 23,867
$ 906
$ (19,635 )

The following table presents the activity reclassified from accumulated other comprehensive income into income during the three and nine month periods ended ~~March 31,~~September 30, 2020 and 2019, respectively:


		Amount reclassified from accumulated other comprehensive income (loss)								Amount reclassified from accumulated other comprehensive income (loss)
		Three months ended								Three months ended				Nine months ended
		March 31,								September 30,				September 30,
(Dollars in thousands)		2020			2019			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		$	(59	)	$	(178	)	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⁾		100			100			Other noninterest expense	Amortization of prior service cost (1)	106		104		308		310		Other noninterest expense
Recognized net actuarial loss⁽¹⁾		(525		)	(475		)	Other noninterest expense	Recognized net actuarial loss (1)	(625)		(451)		(1,709)		(1,352)		Other noninterest expense
Defined benefit pension plan total		(425		)	(375		)		Defined benefit pension plan total	(519)		(347)		(1,401)		(1,042)
Total reclassifications for the period, before tax		$	(484	)	$	(553	)		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 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. 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 ~~March 31,~~September 30, 2020, for the interest rate derivatives, the Company had a total counterparty notional amount outstanding of ~~$2.1~~$2.2 billion, spread among 19 counterparties, with an estimated fair value of ~~$191.0~~$206.2 million. At December 31, 2019, the Company had interest rate derivatives with a total counterparty notional amount outstanding of $1.9 billion, spread among 18 counterparties, with an estimated fair value of $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 ACL Committee monitors derivative credit risk exposure related to problem loans through the Company's 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.

Table of Contents

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.

Foreign 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 ~~March 31,~~September 30, 2020, the Company had total counterparty notional amount outstanding of ~~$2.1~~$3.1 billion spread among 6 counterparties, with an estimated fair value of $~~19.8~~0.7 million. 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.

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)

March 31, 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 $ 2,094,136
$ 197,886
$ (6,306 ) $ 1,923,375
$ 70,799
$ (2,636 )
Matched interest rate swaps with counterparty Accrued interest and other liabilities 2,094,136
6,306
(197,955 ) 1,923,375
2,636
(70,808 )
Foreign exchange contracts
Matched foreign exchange contracts with customers Accrued interest and other assets 2,107,052
42,411
(62,216 ) 1,869,934
28,739
(10,433 )
Match foreign exchange contracts with counterparty Accrued interest and other liabilities 2,107,052
62,216
(42,411 ) 1,869,934
10,433
(28,739 )
Total $ 8,402,376
$ 308,819
$ (308,888 ) $ 7,586,618
$ 112,607
$ (112,616 )

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)

March 31, 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 $ 204,261
$ (406,685 ) $ (202,424 ) $ 73,444
$ (147,193 ) $ (73,749 )
Foreign exchange contracts with counterparty 104,627
(93,015 ) 11,612
39,172
(41,202 ) (2,030 )
Total $ 308,888
$ (499,700 ) $ (190,812 ) $ 112,616
$ (188,395 ) $ (75,779 )

Table of Contents

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 ~~March 31,~~September 30, 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 $ 2,094,136
5.7 $ 191,580
Pay fixed, matched interest rate swaps with counterparty 2,094,136
5.7 (191,649 )
Client derivatives-foreign exchange contracts
Foreign exchange contracts-pay USD $ 2,107,052
0.5 (19,805 )
Foreign exchange contracts-receive USD $ 2,107,052
0.5 19,805
Total client derivatives $ 8,402,376
3.1 $ (69 )

Credit 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 ~~$234.0~~$235.0 million as of ~~March 31,~~September 30, 2020 and $216.2 million as of December 31, 2019. The fair value of these agreements is recorded in Accrued interest and other liabilities on the Consolidated Balance Sheets and was $0.4 million at ~~March 31,~~September 30, 2020 and $0.2 million at December 31, 2019.

Mortgage 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 ~~March 31,~~September 30, 2020, the notional amount of the IRLCs was ~~$189.5~~$158.1 million and the notional amount of forward commitments was ~~$147.0~~$153.0 million. As of December 31, 2019, the notional amount of IRLCs was $33.4 million and the notional amount of forward commitments was $37.8 million. The ~~fair value of~~unrealized gain on these agreements was ~~a loss of $1.8~~$1.1 million and $0.9 million at ~~March 31,~~September 30, 2020 and December 31, 2019, respectively, and were recorded in 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 was represented by the contractual amounts of those instruments. 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. First Financial had ~~$14.3~~$14.8 million of ACL for unfunded commitments recorded in Accrued interest and other liabilities on the Consolidated Balance Sheets as of ~~March 31,~~September 30, 2020.

Table of Contents

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 ~~$3.3~~$3.5 billion at ~~both March 31,~~September 30, 2020 and $3.3 billion at December 31, 2019. As of ~~March 31,~~September 30, 2020, loan commitments with a fixed interest rate totaled ~~$154.4~~$128.8 million while commitments with variable interest rates totaled ~~$3.1~~$3.4 billion. At December 31, 2019, loan commitments with a fixed interest rate totaled $123.7 million while commitments with variable interest rates totaled $3.2 billion. First Financial's fixed rate loan commitments have interest rates ranging from 0.00% to 21.00% for both ~~March 31,~~September 30, 2020 and December 31, 2019 and have maturities ranging from less than 1one year to ~~30.9~~30.0 years for ~~March 31,~~September 30, 2020 and less than ~~1.0~~one year to 31.6 years for December 31, 2019.

The following table presents by type First Financial's active loan balances and related~~contractual~~ obligations to extend credit ~~excluding obligations that are unconditionally cancellable,~~ ~~by type,~~ as of ~~March 31,~~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

(dollars in thousands) Unfunded commitment Loan balance
Commercial & industrial $ 1,090,309
$ 2,477,773
Lease financing 0 82,602
Construction real estate 462,460 500,311
Commercial real estate-investor 152,602 3,180,037
Commercial real estate-owner 45,889 1,098,220
Residential real estate 30,807 1,061,792
Home equity 717,625 781,243
Installment 21,457 80,085
Credit card 185,606 45,756
Total $ 2,706,755
$ 9,307,819

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 ~~$32.7~~$37.6 million and ~~$33.4~~$33.4 million at ~~March 31,~~September 30, 2020 and December 31, 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 ~~$35.6~~$43.5 million and $38.5 million as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively. The Company recognized tax credits of ~~$1.9~~$1.8 million and $1.6 million for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively. First Financial recognized tax credits of $5.5 million and $4.8 million for the nine months ended September 30, 2020 and 2019, respectively. The Company recognized amortization expense, which was included in income tax expense, of ~~$2.1~~$2.0 million and $1.6 million for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and $6.1 million and $5.4 million for the nine months ended September 30, 2020 and 2019, respectively. First Financial had 0 affordable housing contingent commitments as of ~~March 31,~~September 30, 2020 or December 31, 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

Table of Contents

Accrued interest and other assets on the Consolidated Balance Sheets. The Company’s recorded investment in these entities was approximately $3.8 million at ~~March 31,~~September 30, 2020 and $3.1 million at December 31, 2019. The maximum exposure to loss related to these investments was ~~$6.7~~$4.1 million at ~~March 31,~~September 30, 2020 and $5.1 million at December 31, 2019, representing the Company’s investment balance and its unfunded commitments to invest additional amounts. Investments in historic tax credits resulted in $0.1 million of tax credits for the three months ended ~~March 31,~~September 30, 2020 and were insignificant for the three months ended ~~March 31,~~September 30, 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 for the nine months ended September 30, 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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2020 or December 31, 2019.

NOTE 12: INCOME TAXES

For the ~~first three months~~third quarter of 2020, income tax expense was ~~$5.9~~$9.3 million, resulting in an effective tax rate of ~~17.1%~~18.3% compared with income tax expense of ~~$9.9~~$12.4 million and an effective tax rate of ~~17.8%~~19.6% for the comparable period in 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 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 is primarily due to lower pre-tax income in the first ~~quarter~~nine months of 2020 and the carryback of certain net operating losses as allowed under the CARES Act. These adjustments were partially offset by an unfavorable impact related to stock compensation ~~activity.~~activity in 2020.

At ~~both March 31,~~September 30, 2020 and December 31, 2019, First Financial had $1.9 million and $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 ~~March 31,~~September 30, 2020 and December 31, 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 ~~2016~~2017 have been closed and are no longer subject to U.S. federal income tax examinations. Tax years ~~2016~~2017 through 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 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 ~~three~~nine months ended ~~March 31,~~September 30, 2020, or the year ended December 31, 2019, and does not expect to make cash contributions to the plan through the remainder of 2020.

Table of Contents

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
March 31,
(Dollars in thousands) 2020 2019
Service cost $ 1,850
$ 1,750
Interest cost 600
700
Expected return on assets (2,475 ) (2,450 )
Amortization of prior service cost (100 ) (100 )
Net actuarial loss 525
475
Net periodic benefit cost (income) $ 400
$ 375

NOTE 14: REVENUE RECOGNITION

The majority of the ~~Company's~~Company’s revenues come from ~~interest~~sources that are outside of the scope of ASU 2014-09, Revenue from Contracts with Customers. Income sources that are outside of this standard include income ~~and other sources, including~~earned on loans, leases, securities, derivatives and foreign ~~exchange, that are outside the scope of ASU No. 2014-09, Revenue from Contracts with Customers.~~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 ~~first~~third quarter of 2020 was ~~$5.7~~$6.3 million, which was partially offset by $3.1 million of expenses within Noninterest income. Gross interchange income for the third quarter of 2019 was $6.3 million, which was partially offset by $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 ~~quarter~~nine months of 2019 was ~~$8.5~~$24.2 million, which was partially offset by ~~$2.9~~$8.8 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.

Table of Contents

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
March 31,
(Dollars in thousands, except per share data) 2020 2019
Numerator
Net income available to common shareholders $ 28,628
$ 45,839

Denominator
Weighted average shares outstanding for basic earnings per common share 97,736,690
97,926,088
Effect of dilutive securities
Employee stock awards 619,524
510,223
Adjusted weighted average shares for diluted earnings per common share 98,356,214
98,436,311

Earnings per share available to common shareholders
Basic $ 0.29
$ 0.47
Diluted $ 0.29
$ 0.47

~~Stock~~If applicable, 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 ~~March 31,~~September 30, 2020 and ~~March 31,~~September 30, 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.

Table of Contents

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
March 31, 2020
December 31, 2019											December 31, 2019
Financial assets											Financial assets
Cash and short-term investments	$	332,963	$	332,963	$	332,963	$	0	$	0	Cash and short-term investments	$	257,639	$	257,639	$	257,639	$	0	$	0
Investment securities held-to-maturity	136,744		140,065		0		140,065		0		Investment securities held-to-maturity	142,862		142,821		0		142,821		0
Other investments	143,581		N/A		N/A		N/A		N/A		Other investments	125,020		N/A		N/A		N/A		N/A
Loans held for sale	27,334		27,334		0		27,334		0		Loans held for sale	13,680		13,680		0		13,680		0
Loans and leases	9,163,934		8,877,637		0		0		8,877,637		Loans and leases	9,144,015		9,134,215		0		0		9,134,215
Accrued interest receivable	40,386		40,386		0		12,937		27,449		Accrued interest receivable	39,591		39,591		0		12,743		26,848

Financial liabilities											Financial liabilities

Deposits	10,635,558		10,644,873		0		10,644,873		0		Deposits	10,210,229		10,209,790		0		10,209,790		0
Short-term borrowings	1,397,724		1,397,724		1,397,724		0		0		Short-term borrowings	1,316,181		1,316,181		1,316,181		0		0
Long-term debt	325,566		338,778		0		338,778		0		Long-term debt	414,376		414,937		0		414,937		0
Accrued interest payable	11,474		11,474		2,347		9,127		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, 2019
Financial assets

Cash and short-term investments $ 257,639
$ 257,639
$ 257,639
$ 0
$ 0
Investment securities held-to-maturity 142,862
142,821
0
142,821
0
Other investments 125,020
N/A
N/A
N/A
N/A
Loans held for sale 13,680
13,680
0
13,680
0
Loans and leases 9,144,015
9,134,215
0
0
9,134,215
Accrued interest receivable 39,591
39,591
0
12,743
26,848

Financial liabilities
Deposits 10,210,229
10,209,790
0
10,209,790
0
Short-term borrowings 1,316,181
1,316,181
1,316,181
0
0
Long-term debt 414,376
414,937
0
414,937
0
Accrued interest payable 13,671
13,671
1,899
11,772
0

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

Table of Contents

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.

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 nonperforming loans are specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the 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). Nonperforming loans are measured at fair value on a

nonrecurring basis. Any fair value adjustments are recorded in the period expected to occur as provision for 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.

Table of Contents

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
March 31, 2020
Assets
Investment securities available-for-sale $ 104
$ 2,864,334
$ 44,250
$ 2,908,688
Interest rate derivative contracts 0
204,351
0
204,351
Foreign exchange derivative contracts 0
104,627
0
104,627
Total $ 104
$ 3,173,312
$ 44,250
$ 3,217,666

Liabilities

Interest rate derivative contracts $ 0
$ 205,505
$ 0
$ 205,505
Foreign exchange derivative contracts 0
104,627
0
104,627
Total $ 0
$ 310,132
$ 0
$ 310,132

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


	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 ~~months~~and nine month periods ended ~~March 31,~~September 30, 2020 and ~~March 31,~~September 30, 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
(dollars in thousands) March 31, 2020 March 31, 2019
Beginning balance $ 9,190
$ 14,715
Accretion (amortization) 16
7
Increase (decrease) in fair value (30 ) 21
Settlements 35,074
(1,388 )
Ending balance $ 44,250
$ 13,355

Table of Contents

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
March 31, 2020
December 31, 2019							December 31, 2019
Assets							Assets

Impaired loans	$	0	$	0	$	13,180	Impaired loans	$	0	$	0	$	9,268
OREO	0		0		554		OREO	0		0		1,088

Fair value measurements using
(Dollars in thousands) Level 1 Level 2 Level 3
December 31, 2019
Assets
Impaired loans $ 0
$ 0
$ 9,268
OREO 0
0
1,088

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 $18.4 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.

Table of Contents

~~NOTE 18: SUBSEQUENT EVENT~~

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 509 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. The subordinated notes are treated as Tier 2 capital for regulatory capital purposes and will be included in Long-term debt on the Consolidated Balance Sheets.

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 ~~$15.1~~$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 ~~March 31,~~September 30, 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 had ~~$2.6~~$2.8 billion in assets under management as of ~~March 31,~~September 30, 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.

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 financial institutions across the United States. Bannockburn became a division of the Bank and 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, 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.

The 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 ~~first quarter~~ 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 ~~protecting~~prioritizing the health of both ~~our~~its clients and ~~our~~ associates. ~~Over 96% of our~~Nearly all banking centers ~~remained open and~~had returned to full service by the ~~Company offered~~end of the third

Table of Contents

quarter after being limited to drive-through

~~capabilities in almost all locations. In addition, sales~~ services for most of the second quarter. Sales associates, support teams and management ~~effectively transitioned to~~largely continued working ~~remotely resulting~~remotely; however, associates located in the ~~majority of First Financial associates working from home.~~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 ~~continues to~~has maintained its focus on enhancing remote, mobile and online processes to better support a bank anytime anywhere environment.

~~The~~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. ~~In addition, the~~The Company also actively monitored the actions of federal and state governments to proactively assist clients and ~~proactively assisted clients to~~ ensure ~~that they were aware~~awareness of each financial assistance program ~~available to them.~~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 ~~Payroll~~Paycheck Protection ~~Program ("PPP").~~Program. The Company's response to the PPP resulted in early successes in providing customer ~~relief. As~~relief and as of ~~April~~September 30, 2020, the Company had ~~received 6,603~~approximately 6,800 active PPP ~~loan requests representing $1.0 billion dollars, ultimately securing SBA funding for 6,085~~ loans ~~representing $917.4~~with $886.1 million ~~dollars.~~in balances, net of unearned fees of $24.2 million.

~~Through April~~Further, as of September 30, 2020, the Company had modified ~~1,055~~$2.1 billion in commercial loans ~~with balances of $1.6 billion~~ and ~~979~~$131.4 million in consumer loans ~~with balances of $129.5 million in response~~ to ~~COVID-19.~~provide relief to borrowers adversely impacted by the pandemic. As stated in the CARES Act, ~~these~~ loan modifications ~~are not required to be reported as TDR as they were executed after March 1, 2020, and~~ in response to COVID-19 ~~for borrowers~~executed on a loan that ~~were~~was not more than 30 days past due as of December 31, ~~2019.~~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 ~~footprint.~~geographic footprint, and further contributed $0.5 million to the First Financial Foundation in the third quarter.

OVERVIEW OF OPERATIONS

~~First~~Third quarter 2020 net income was ~~$28.6~~$41.5 million and earnings per diluted common share were ~~$0.29.~~$0.42. This compares with third quarter 2019 net income of ~~$45.8~~$50.9 million and earnings per diluted common share of ~~$0.47~~$0.51. For the nine months ended September 30, 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 of $1.51 for the first ~~three~~nine months of 2019.

Return on average assets for the ~~first~~third quarter 2020 was ~~0.79%~~1.04% compared to ~~1.33%~~1.41% for the same period in 2019, and return on average shareholders’ equity for the ~~first~~third quarter 2020 was ~~5.21%~~7.40% compared to ~~8.88%~~9.13% for the third quarter 2019. Return

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

A discussion of First Financial's operating results for the three and nine months ended ~~March 31,~~September 30, 2020 follows.

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 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.

Table of Contents


	Three months ended							Three months ended						Nine months ended
	March 31,							September 30,						September 30,
(Dollars in thousands)	2020			2019			(Dollars in thousands)	2020			2019			2020			2019
Net interest income	$	114,282		$	121,515		Net interest income	$	112,180		$	121,535		$	338,038		$	365,352
Tax equivalent adjustment	1,624			1,523			Tax equivalent adjustment	1,628			1,759			4,916			4,698
Net interest income - tax equivalent	$	115,906		$	123,038		Net interest income - tax equivalent	$	113,808		$	123,294		$	342,954		$	370,050

Average earning assets	$	12,375,698		$	12,163,751		Average earning assets	$	13,456,501		$	12,343,327		$	13,031,826		$	12,267,988

Net interest margin ⁽¹⁾	3.71		%	4.05		%	Net interest margin (1)	3.32		%	3.91		%	3.46		%	3.98		%
Net interest margin (fully tax equivalent) ⁽¹⁾	3.77		%	4.10		%	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 ~~first~~third quarter 2020 was ~~$114.3~~$112.2 million, a decrease of ~~$7.2~~$9.4 million, or ~~6.0%~~7.7%, from ~~first~~third quarter 2019 net interest income of $121.5 million. This change was primarily driven by a ~~$12.3~~$27.6 million, or ~~8.1%~~17.9%, decrease in interest income, partially offset by ~~a $5.0~~an $18.2 million, or ~~16.6%~~56.7%, decrease in interest expense. Net interest income on a fully tax equivalent basis for the ~~first~~third quarter 2020 was ~~$115.9~~$113.8 million compared to ~~$123.0~~$123.3 million for the ~~first~~third quarter 2019. Net interest income on a fully tax equivalent basis was $343.0 million for the nine months ended September 30, 2020, which represented a $27.1 million, or 7.3%, decrease compared to $370.1 million for the same period of the prior year.

Net interest margin on a fully tax equivalent basis decreased 3360 bps to ~~3.77%~~3.36% for the ~~first~~third quarter 2020 compared to ~~4.10%~~3.96% for the comparable quarter in 2019 as interest rates declined and accretion on acquired loans ~~moderated.~~continued to moderate. Net interest margin on a fully tax equivalent basis for the nine months ended September 30, 2020 was 3.52%, which was a decrease of 51 bps compared to the same period in 2019.

Interest income decreased ~~$12.3~~$27.6 million, or ~~8.1%~~17.9%, in the ~~first~~third quarter of 2020 when compared to the same quarter in 2019 as a decrease in the yield on earning assets to ~~4.52%~~3.72% from ~~5.06%~~4.94% more than offset the impact of higher earning asset balances. The declining yield on earning assets ~~reflected a 225 basis point~~resulted from an approximately 180 bp reduction in the fed funds target rate from ~~March 31,~~September 30, 2019. Average earning assets increased to ~~$12.4~~$13.5 billion in the ~~first~~third quarter 2020 from ~~$12.2~~$12.3 billion in the same quarter of 2019 as ~~higher~~ loan balances ~~offset lower investment security balances.~~grew largely due to PPP activity. For the nine months ended September 30, 2020, interest income decreased $65.0 million, or 14.1%, compared to the same period in 2019.

Interest expense decreased ~~$5.0~~$18.2 million, or ~~16.6%~~56.7%, in the ~~first~~third quarter of 2020 when compared to the comparable quarter in 2019 due to lower rates paid on deposits, the Company's aggressive and ~~short-term borrowings in addition~~deliberate management of funding costs and lower borrowing balances. Lower interest rates led to a ~~favorable shift~~68 bp decline in ~~funding mix during~~ the ~~period. The~~ cost of interest-bearing deposits, which was ~~0.86%~~0.39% in ~~first~~the third quarter of 2020 compared to ~~1.03%~~1.07% for the same period in the prior ~~year as a result of falling interest rates and the Company's ability to successfully manage deposit costs.~~year. The cost of borrowed funds decreased to ~~2.05%~~1.57% for the ~~first~~third quarter 2020 from ~~2.81%~~2.61% during the ~~first~~third quarter 2019, reflecting the decline in interest rates and a ~~favorable mix~~ shift ~~from longer~~to FRB long term borrowings, which were used to ~~more short-term funding.~~fund PPP activity and carry a relatively modest interest rate of 0.35%. For the nine months ended September 30, 2020, interest expense decreased $37.7 million, or 39.8%, compared to the same period of 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 balance of the Company's loan portfolio.

Table of Contents

CONSOLIDATED AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS


	Quarterly Averages											Quarterly Averages						Year-to-Date Averages
	March 31, 2020					March 31, 2019						September 30, 2020		September 30, 2019				September 30, 2020			September 30, 2019
(Dollars in thousands)	Balance			Yield		Balance			Yield		(Dollars in thousands)	Balance		Yield		Balance			Yield		Balance		Yield		Balance		Yield
Earning assets											Earning assets
Investments											Investments
Investment securities	$	3,115,723		3.04	%	$	3,355,732		3.44	%	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	39,332			1.45	%	34,709			2.45	%	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⁾	9,220,643			5.04	%	8,773,310			5.69	%	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	12,375,698			4.52	%	12,163,751			5.06	%	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	(121,126		)			(57,088		)			Allowance for loan and lease losses	(165,270)				(61,911)					(147,349)				(59,129)
Cash and due from banks	235,696					181,695					Cash and due from banks	233,216				191,000					251,147				182,025
Accrued interest and other assets	2,034,154					1,664,193					Accrued interest and other assets	2,317,563				1,848,098					2,225,018				1,735,731
Total assets	$	14,524,422				$	13,952,551				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	$	2,418,193		0.45	%	$	2,269,948		0.50	%	Interest-bearing demand	$	2,668,635	0.08	%	$	2,325,405		0.56	%	$	2,563,633	0.21	%	$	2,310,095	0.55	%
Savings	2,976,518			0.45	%	3,115,557			0.76	%	Savings	3,342,514		0.14	%	2,945,076			0.69	%	3,164,753		0.25	%	3,038,620		0.74	%
Time	2,196,080			1.88	%	2,224,587			1.94	%	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	7,590,791			0.86	%	7,610,092			1.03	%	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	1,353,858			1.51	%	1,017,121			2.38	%	Short-term borrowings	180,956		0.11	%	1,297,247			2.20	%	740,712		1.16	%	1,142,437		2.32	%
Long-term debt	381,909			3.96	%	569,947			3.59	%	Long-term debt	1,338,792		1.76	%	519,736			3.63	%	768,770		2.52	%	545,279		3.62	%
Total borrowed funds	1,735,767			2.05	%	1,587,068			2.81	%	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	9,326,558			1.08	%	9,197,160			1.33	%	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	2,643,240					2,457,587					Noninterest-bearing demand deposits	3,535,432				2,513,458					3,172,841				2,485,291
Other liabilities	344,891					203,570					Other liabilities	529,326				275,038					465,116				227,400
Shareholders' equity	2,209,733					2,094,234					Shareholders' equity	2,230,422				2,210,327					2,208,753				2,150,945
Total liabilities and shareholders' equity	$	14,524,422				$	13,952,551				Total liabilities and shareholders' equity	$	15,842,010			$	14,320,514				$	15,360,642			$	14,126,615

Net interest income	$	114,282				$	121,515				Net interest income	$	112,180			$	121,535				$	338,038			$	365,352

Net interest spread				3.44	%				3.73	%	Net interest spread			3.14	%				3.57	%			3.25	%			3.64	%
Contribution of noninterest-bearing sources of funds				0.27	%				0.32	%	Contribution of noninterest-bearing sources of funds			0.18	%				0.34	%			0.21	%			0.34	%
Net interest margin ⁽²⁾				3.71	%				4.05	%	Net interest margin (2)			3.32	%				3.91	%			3.46	%			3.98	%

Tax equivalent adjustment				0.06	%				0.05	%	Tax equivalent adjustment			0.04	%				0.05	%			0.06	%			0.05	%
Net interest margin (fully tax equivalent) ⁽²⁾				3.77	%				4.10	%	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.

Table of Contents

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 March 31, 2020											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
(Dollars in thousands)	Rate			Volume			Total			(Dollars in thousands)		Rate		Volume		Total		Rate		Volume		Total
Earning assets										Earning assets
Investment securities	$	(3,368	)	$	(1,538	)	$	(4,906	)	Investment securities		$	(2,926)	$	(921)	$	(3,847)	$	(8,771)	$	(4,521)	$	(13,292)
Interest-bearing deposits with other banks	(86		)	18			(68		)	Interest-bearing deposits with other banks		(192)		1		(191)		(501)		83		(418)
Gross loans ⁽¹⁾	(14,108		)	6,827			(7,281		)	Gross loans (1)		(36,016)		12,479		(23,537)		(82,566)		31,283		(51,283)
Total earning assets	(17,562		)	5,307			(12,255		)	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	(3,017		)	139			(2,878		)	Total interest-bearing deposits		(12,778)		513		(12,265)		(25,934)		1,930		(24,004)
Borrowed funds										Borrowed funds
Short-term borrowings	(2,180		)	1,307			(873		)	Short-term borrowings		(6,833)		(315)		(7,148)		(9,915)		(3,478)		(13,393)
Long-term debt	523			(1,794		)	(1,271		)	Long-term debt		(2,449)		3,642		1,193		(4,492)		4,210		(282)
Total borrowed funds	(1,657		)	(487		)	(2,144		)	Total borrowed funds		(9,282)		3,327		(5,955)		(14,407)		732		(13,675)
Total interest-bearing liabilities	(4,674		)	(348		)	(5,022		)	Total interest-bearing liabilities		(22,060)		3,840		(18,220)		(40,341)		2,662		(37,679)
Net interest income	$	(12,888	)	$	5,655		$	(7,233	)	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

~~First~~Third quarter 2020 noninterest income was ~~$35.4~~$49.5 million, increasing ~~$8.6~~$16.4 million, or ~~31.9%~~49.4%, compared to ~~$26.8~~$33.1 million for the comparable quarter of 2019. ~~This increase~~Net gains from sales of loans 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 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 BGF in the third quarter of 2020. Service charges on deposit accounts decreased $2.5 million, or 25.5%, primarily attributed to ~~higher foreign exchange income, client derivative fees and gain on sale of loans, which were partially offset by lower bankcard and other noninterest income. The increase~~a decline in ~~foreign exchange income was due to~~transaction volumes resulting from the BGF acquisition in August of 2019 as well as strong demand in the current quarter, leading to First Financial recording $10.0 million of foreign exchange income during the period. Commercial loan growth and the current interest rate environment led to an increase in customer demandpandemic. Demand for back to back swaps slowed as loan growth moderated in the third quarter of 2020, resulting in a ~~$1.4~~$2.7 million, or ~~82.2%~~54.7%, ~~increase~~decrease in client derivative fees compared to the same quarter in ~~2019.~~2019, while third quarter other noninterest income decreased $0.9 million, or 19.3%, from the same quarter of 2019, driven primarily by lower income on bank owned life insurance and accelerated amortization of mortgage servicing rights reslting from an increase in prepayments.

Noninterest income for the nine months ending September 30, 2020 was $127.6 million compared to $94.6 million for the comparable period of of 2019, increasing $33.0 million, or 34.9%. Net ~~gains~~gain from sales of loans increased ~~$0.9~~$28.0 million, or ~~49.8%~~276.1%, ~~largely~~ due to ~~higher mortgage~~high origination volumes resulting from low interest rates. Foreign exchange income increased $25.3 million due to the full year impact and ~~sales activity. Bankcard~~strong operating results subsequent to the BGF acquisition. Year to date bankcard income ~~declined $2.9~~decreased $6.7 million, or ~~51.7%~~43.7%, ~~compared to the first quarter of 2019~~in 2020 due to the impact of the Durbin amendment, ~~cap on interchange fees,~~ which became ~~applicable to First Financial~~effective in the third quarter of ~~2019. Other~~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 declined $3.2 million, or 27.7%, in the first nine months of 2020 as loan growth moderated, while other noninterest income decreased ~~$0.9~~$4.4 million, or ~~18.8%~~27.8%, ~~from the first quarter~~due to lower income on limited partnership investments and accelerated amortization of ~~2019 primarily driven by a valuation adjustment to the Company's~~ mortgage servicing rights due to ~~the large decline~~an increase in ~~interest rates, as well as lower income from limited partnership investments and smaller unrealized gains on equity securities.~~prepayments in 2020.

NONINTEREST EXPENSE

~~First~~Third quarter 2020 noninterest expense was ~~$89.7~~$97.5 million, increasing ~~$11.2~~$11.1 million, or ~~14.2%~~12.8%, compared to ~~$78.5~~$86.4 million for the comparable quarter of ~~2019 due to higher salaries and benefits, data processing expenses, intangible asset amortization and other noninterest expenses.~~2019. Salaries and employee benefits of ~~$54.8~~$63.8 million increased ~~$6.9~~$10.6 million, or ~~14.4%~~19.8%, ~~due to higher incentive payments~~primarily driven by ~~strong foreign exchange~~performance related incentives and ~~client derivative fee income, in addition to~~commissions, as well as higher healthcare ~~costs and annual compensation adjustments.~~costs. Data processing expenses increased ~~$1.3~~$1.1 million, or ~~24.6%~~18.4%, to ~~$6.4~~$6.8 million in the ~~first~~third quarter of 2020 compared to $5.8 million in 2019 as the Company continued to make strategic investments to enhance its digital ~~capabilities. Intangible assets recorded~~capabilities and establish required PPP lending processes. FDIC assessments increased $2.4 million, or 223.1%, due to a small bank assessment credit recognized in ~~conjunction with~~2019, while professional services decreased $2.3 million, or 48.8%, to $2.4 million largely due to acquisition related expenses in the ~~BGF acquisition resulted in higher intangible asset amortization during the first~~third quarter of ~~2020.~~2019. Other noninterest ~~expenses rose $1.7~~expense decreased $1.2 million, or ~~25.8%~~14.7%, largely due to ~~a $1.0~~higher loan collection costs in the comparable quarter of 2019.

Table of Contents

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

comparable period of of 2019. Salaries and benefits increased $19.4 million, or 12.5%, driven by annual salary adjustments, higher performance related incentives and commissions and increased healthcare costs. Year-to-date data processing expenses increased $4.4 million, or 27.4%, due to the ~~First Financial Foundation~~Company's investment in digital enhancements, while FDIC assessments increased $3.1 million, or 340.6%, due to ~~fund COVID-19 relief~~the prior year recognition of a small bank assessment 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 ~~Company's geographic footprint.~~BGF acquisition that did not recur in 2020.

INCOME TAXES

~~Income~~For the third quarter of 2020, income tax expense was ~~$5.9~~$9.3 million, ~~for the first quarter of 2020,~~ resulting in an effective tax rate of ~~17.1%~~18.3% compared with income tax expense of $12.4 million and an effective tax rate of 19.6% for the comparable period in 2019. The decline in the effective tax rate in the third quarter of 2020 compared to ~~$9.9~~the same period in 2019 was 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 ~~17.8%~~an effective tax rate of 19.2% for the comparable period in 2019. The decrease in the year-to-date effective tax rate iswas primarily due to lower pre-tax income in the first ~~quarter~~nine months of 2020 and the carryback of certain net operating losses as allowed under the CARES Act. These adjustments were partially offset by an unfavorable impact related to stock compensation ~~activity.~~activity in 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.

LOANS

Loans, excluding Loans held for sale, totaled ~~$9.3~~$10.2 billion as of ~~March 31,~~September 30, 2020 and $9.2 billion as of December 31, 2019, representing a ~~$106.2~~$999.1 million, or ~~1.2%~~10.9%, increase period over period. The majority of the increase ~~in loan balances~~ was driven by ~~an increase~~$886.1 million in ~~commercial~~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 ~~which~~ increased ~~$83.6~~$152.5 million, or ~~2.0%~~3.6%, to $4.3 ~~billion, and higher C&I loan balances, which increased $11.9 million, or 0.5%, to $2.5~~ billion. ~~First~~Third quarter 2020 average loans, excluding loans held for sale, increased ~~$440.6 million,~~$1.2 billion, or ~~5.0%~~13.5%, from the ~~first~~third quarter of 2019.

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 ~~$72.2~~$87.3 million, or ~~0.48%~~0.55% of total assets, at ~~March 31,~~September 30, 2020 compared to $61.6 million, or 0.42% of total assets, at December 31, 2019. This ~~$10.6~~$25.7 million, or ~~17.1%~~41.7%, increase was ~~primarily~~ driven by ~~a single specialty finance credit~~three relationships that ~~was modified~~were downgraded to nonaccrual during the ~~period and classified as a TDR.~~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 ~~$40.6~~$37.1 million at ~~March 31,~~September 30, 2020, which represents an increase of ~~$10.6~~$7.1 million, or ~~35.4%~~23.8%, from $30.0 million at December 31, 2019. This increase was attributed to one of the aforementioned ~~specialty finance credit~~relationships designated as a TDR during the ~~quarter.~~year.

~~Through April~~As of September 30, 2020, the Company had modified ~~1,055~~$2.1 billion in commercial loans ~~with balances of $1.6 billion~~ and ~~979~~$131.4 million in consumer loans ~~with balances of $129.5 million~~ in response to COVID-19. As stated in the CARES Act, ~~these~~ loan modifications ~~are not required to be reported as TDR as they were executed after March 1, 2020, and~~ in response to COVID-19 ~~for borrowers~~executed on a loan that ~~were~~was not more than 30 days past due as of December 31, ~~2019.~~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

Table of Contents

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 ~~$124.5~~$134.0 million as of ~~March 31,~~September 30, 2020 compared to $89.3 million at December 31, 2019. Classified assets increased ~~$35.3~~$44.8 million, or ~~39.5%~~50.1%, as ~~three~~seven large relationships, including ~~the~~two previously mentioned, ~~TDR,~~ 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 8384 bps as a percentage of total assets at ~~March 31,~~September 30, 2020, compared to 62 bps as of December 31, 2019.

The following table details nonperforming, underperforming and classified assets, in addition to related credit quality ratios as of ~~March 31,~~September 30, 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
2020 2019
(Dollars in thousands) Mar. 31, Dec. 31, Sep. 30, June 30, Mar. 31,
Nonperforming loans, nonperforming assets, and underperforming assets
Nonaccrual loans ⁽¹⁾

Commercial and industrial $ 21,126
$ 24,346
$ 28,358
$ 18,502
$ 19,263
Lease financing 222
223
284
295
301
Construction real estate 0
0
5
6
7
Commercial real estate 10,050
7,295
14,889
15,981
21,082
Residential real estate 11,163
10,892
11,655
11,627
13,052
Home equity 5,821
5,242
5,427
4,745
5,581
Installment 145
167
75
195
170
Nonaccrual loans 48,527
48,165
60,693
51,351
59,456
Accruing troubled debt restructurings 22,206
11,435
18,450
37,420
22,817
Total nonperforming loans 70,733
59,600
79,143
88,771
82,273
Other real estate owned 1,467
2,033
1,613
1,421
�� 1,665
Total nonperforming assets 72,200
61,633
80,756
90,192
83,938
Accruing loans past due 90 days or more 120
201
287
107
178
Total underperforming assets $ 72,320
$ 61,834
$ 81,043
$ 90,299
$ 84,116
Total classified assets $ 124,510
$ 89,250
$ 132,500
$ 147,753
$ 142,014

Credit quality ratios
Allowance for loan and lease losses to
Nonaccrual loans 296.51 % 119.69 % 93.18 % 119.86 % 95.40 %
Nonperforming loans 203.42 % 96.73 % 71.46 % 69.33 % 68.94 %
Total ending loans 1.55 % 0.63 % 0.62 % 0.69 % 0.64 %
Nonperforming loans to total loans 0.76 % 0.65 % 0.87 % 0.99 % 0.93 %
Nonperforming assets to
Ending loans, plus OREO 0.78 % 0.67 % 0.89 % 1.00 % 0.95 %
Total assets 0.48 % 0.42 % 0.56 % 0.62 % 0.60 %
Nonperforming assets, excluding accruing TDRs to
Ending loans, plus OREO 0.54 % 0.55 % 0.69 % 0.59 % 0.69 %
Total assets 0.33 % 0.35 % 0.43 % 0.37 % 0.43 %
Classified assets to total assets 0.83 % 0.62 % 0.92 % 1.02 % 1.01 %
⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $18.4 million, $18.5 million, $21.5 million, $11.0 million, and $13.1 million as of March 31, 2020, December 31,2019, September 30, 2019, June 30, 2019, and March 31, 2019, respectively.

INVESTMENTS

Table of Contents

First Financial's investment portfolio totaled $3.2 billion, or ~~21.2%~~20.4% of total assets, at ~~March 31,~~September 30, 2020 and $3.1 billion, or 21.5% of total assets, at December 31, 2019. AFS securities totaled $3.0 billion at September 30, 2020 and $2.9 billion at ~~both March 31, 2020 and~~ December 31, 2019, while HTM securities totaled ~~$136.7~~$118.1 million at ~~March 31,~~September 30, 2020 and $142.9 million at December 31, 2019. The effective duration of the investment portfolio declined to ~~3.1~~3.0 years as of ~~March 31,~~September 30, 2020, compared to 3.4 years as of December 31, 2019, as the Company has positioned the investment portfolio to optimize performance with a flattened yield curve.

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 ~~March 31,~~September 30, 2020, the Company's Consolidated Financial Statements reflected a ~~$39.4~~$69.1 million unrealized after-tax gain on debt securities as a component of equity in accumulated other comprehensive income and a $0.1 million unrealized ~~loss~~gain on equity securities within other noninterest income.

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 ~~$10.6~~$11.6 billion as of ~~March 31,~~September 30, 2020 and $10.2 billion as of December 31, 2019. This increase was driven by a ~~$195.4~~$909.0 million, or ~~8.7% increase in time deposits, a $133.2 million, or 5.6% increase in interest bearing demand deposits, a $79.4 million, or 3.0%~~34.4%, increase in noninterest bearing demand deposits; ~~and~~ a ~~$17.3~~$485.7 million, or ~~0.6%~~16.4%, increase in savings deposits; and a $267.6 million, or 11.3%, increase in interest bearing demand deposits compared to December 31, 2019. ~~Brokered CDs, which are periodically used by First Financial as an alternative to short and long-term borrowings, accounted for the majority of the~~The increase in ~~time~~ deposits ~~while higher public fund deposit balances drove~~was attributed to customers retaining CARES Act stimulus payments and PPP loan proceeds as well as strong origination efforts in the ~~increase in interest bearing demand deposits.~~third quarter of 2020.

Average deposits for the ~~first~~third quarter 2020 increased ~~$166.4 million,~~$1.5 billion, or ~~1.7%~~15.4%, to ~~$10.2~~$11.6 billion from ~~$10.1~~$10.0 billion for the comparable quarter of 2019. This increase was driven by a ~~$185.7 million,~~$1.0 billion, or ~~7.6%~~40.7%, increase in average noninterest-bearing deposits; a $397.4 million, or 13.5%, increase in average savings deposits; and a ~~$148.2~~$343.2 million, or ~~6.5%~~14.8%, increase in average interest-bearing demand ~~deposits, which~~deposits. These increases were partially offset by a ~~$139.0~~$218.3 million, or ~~4.5%~~9.8%, ~~decline~~decrease in ~~savings deposits and a $28.5 million, or 1.3% decline in~~average time deposit balances.

Borrowed funds were $1.6 billion as of September 30, 2020 compared to $1.7 billion as of ~~both March 31, 2020 and~~ December 31, 2019. First Financial utilizes short-term borrowings and long-term advances from the FHLB as wholesale funding sources. First Financial had ~~$1.2 billion in~~no short-term borrowings with the FHLB at ~~March 31,~~September 30, 2020, ~~and~~compared to $1.2 billion at December 31, 2019. ~~In addition to FHLB~~Short-term borrowings ~~short-term borrowings~~also included fed funds purchased and repurchase agreements of ~~$215.8~~$247.7 million and $165.2 million at ~~March 31,~~September 30, 2020 and December 31, 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 ~~$325.6 million~~$1.3 billion and $414.4 million at ~~March 31,~~September 30, 2020 and December 31, 2019, respectively. ~~Outstanding subordinated debt totaled $170.1~~The Company had $881.7 million of FRB advances from the PPPLF included in long-term borrowings as of ~~March 31, 2020~~September 30, 2020. The PPPLF was established by the Federal Reserve to supply a source of liquidity and ~~$170.0 million as of December 31, 2019.~~term financing to financial institutions participating in the PPP. These borrowings carry a 0.35% interest rate and are secured by the Company's PPP loans. FHLB long-term advances declined ~~$89.6~~$104.0 million, or ~~37.0%~~42.9%, to ~~$152.8~~$138.4 million at ~~March 31,~~September 30, 2020 from $242.4 million as of December 31, 2019 as the Company shifted its funding to the PPPLF, and otherwise implemented funding strategies to manage liquidity and interest rate risk. First Financial's total remaining borrowing capacity from the FHLB was ~~$778.9~~$1.8 billion as of September 30, 2020.

Outstanding subordinated debt totaled $318.4 million as of ~~March~~September 30, 2020 and $170.0 million as of December 31, ~~2020.~~

~~As discussed in Note 18 - Subsequent Event, in April 2020, First Financial issued~~2019. This increase was driven by the issuance of $150.0 million of fixed to floating rate subordinated ~~notes. The subordinated~~ notes ~~have an initial fixed interest rate~~in the second quarter 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 509 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. 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.2020.

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

Table of Contents

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.

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 March 31, 2020 and December 31, 2019, 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 March 31, 2020 and December 31, 2019.

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, diverse funding sources and disciplined liquidity monitoring procedures. The ratings of First Financial and the Bank at ~~March 31,~~September 30, 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 ~~$6.2~~$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 ~~March 31,~~September 30, 2020.

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

Other sources of liquidity include cash and due from banks plus interest-bearing deposits with other banks. At ~~March 31,~~September 30, 2020, these balances totaled ~~$333.0~~$245.9 million. First Financial also had unused wholesale funding of ~~$2.8~~$4.4 billion, or ~~18.4%~~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 ~~$50.0~~$80.0 million for the first ~~three~~nine months of 2020. As of ~~March 31,~~September 30, 2020, the Bank had retained earnings of ~~$587.5~~$642.0 million, of which ~~$86.1~~$144.8 million was available for distribution to First Financial without prior regulatory approval. As an additional source of liquidity, First Financial had ~~$74.4~~$199.5 million in cash at the parent company as of ~~March 31,~~September 30, 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 ~~$5.8~~$13.4 million and ~~$1.3~~$15.2 million for the first ~~three~~nine months of 2020 and 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.

Table of Contents

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 both March 31, 2020~~ and ~~December 31, 2019 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 to~~is 8.5% ~~at December 31, 2019~~ and all banks are subject to a 4.0% minimum leverage ratio. The required Total risk-based capital ratio is 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.

First Financial's tier 1 capital ~~decreased~~increased slightly to ~~11.27%~~12.02% at ~~March 31,~~September 30, 2020 from 11.69% at December 31, 2019 as First Financial's total assets exceeded $15.0 billion as of March 31, 2020 and trust preferred securities that were previously included in the calculation of tier 1 capital were excluded and are now considered tier 2 as prescribed by Dodd-Frank.2019. The total capital ratio increased ~~slightly~~ to ~~13.54%~~15.37% from 13.39% during the same period ~~while~~primarily due to the issuance of subordinated debt in the second quarter of 2020 and quarterly earnings. The leverage ratio ~~decreased to 9.18%~~was 9.55% at ~~March 31,~~September 30, 2020, ~~compared to~~which was relatively unchanged from 9.58% as of December 31, 2019. The Company’s tangible common equity ratio decreased to 8.25% at ~~March 31,~~September 30, 2020 from 9.07% at December 31, 2019 primarily due to the adoption of CECL during the ~~period.~~period and the impact from PPP activity.

As of ~~March 31,~~September 30, 2020, management believes that First Financial met all capital adequacy requirements to which it was subject. 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 ~~$335.2~~$541.3 million on a consolidated basis at ~~March 31,~~September 30, 2020.

The following tables present the actual and required capital amounts and ratios as of ~~March 31,~~September 30, 2020 and December 31, 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. 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	%

Table of Contents


		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
March 31, 2020
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		$	1,243,152	11.27	%	$	771,914	7.00	%	N/A		N/A		Consolidated	$	1,245,746	11.30	%	$	771,666	7.00	%	N/A		N/A
First Financial Bank		1,324,111		12.01	%	771,670		7.00	%	$	716,551	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		1,243,256		11.27	%	937,324		8.50	%	N/A		N/A		Consolidated	1,288,185		11.69	%	937,023		8.50	%	N/A		N/A
First Financial Bank		1,324,215		12.01	%	937,028		8.50	%	881,909		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		1,493,100		13.54	%	1,157,871		10.50	%	N/A		N/A		Consolidated	1,475,813		13.39	%	1,157,498		10.50	%	N/A		N/A
First Financial Bank		1,409,673		12.79	%	1,157,506		10.50	%	1,102,386		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		1,243,256		9.18	%	541,654		4.00	%	N/A		N/A		Consolidated	1,288,185		9.58	%	537,606		4.00	%	N/A		N/A
First Financial Bank		1,324,215		9.79	%	541,219		4.00	%	676,524		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
(Dollars in thousands) Capital
amount Ratio Capital
amount Ratio Capital
amount Ratio
December 31, 2019
Common equity tier 1 capital to risk-weighted assets
Consolidated $ 1,245,746
11.30 % $ 771,666
7.00 % N/A
N/A
First Financial Bank 1,333,978
12.11 % 770,997
7.00 % $ 715,926
6.50 %

Tier 1 capital to risk-weighted assets
Consolidated 1,288,185
11.69 % 937,023
8.50 % N/A
N/A
First Financial Bank 1,334,082
12.11 % 936,211
8.50 % 881,140
8.00 %

Total capital to risk-weighted assets

Consolidated 1,475,813
13.39 % 1,157,498
10.50 % N/A
N/A
First Financial Bank 1,399,817
12.71 % 1,156,496
10.50 % 1,101,425
10.00 %

Leverage ratio

Consolidated 1,288,185
9.58 % 537,606
4.00 % N/A
N/A
First Financial Bank 1,334,082
9.93 % 537,299
4.00 % 671,623
5.00 %

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

Share 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 ~~three~~nine month period ending ~~March 31,~~September 30, 2020. First Financial ~~did not repurchase any~~repurchased 1,143,494 shares at an average market price of $23.94 under this plan during the three and nine month ~~period ending March 31,~~periods ended September 30, 2019. At ~~March 31,~~September 30, 2020, 1,366,728 common shares remained available for repurchase under the 2019 plan.

ATM 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. Total shareholders’ equity was $2.2 billion at both ~~March 31,~~September 30, 2020 and December 31, 2019.

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

Table of Contents

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 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.

ACL. The 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 ACL at a level considered sufficient to absorb expected credit losses.

The ACL on loans and leases was ~~$143.9~~$168.5 million as of ~~March 31,~~September 30, 2020 and $57.7 million as of December 31, 2019. As a percentage of period-end loans, the ACL was ~~1.55%~~1.65% as of ~~March 31,~~September 30, 2020 and 0.63% as of December 31, 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.~~CECL, while the remaining increase primarily related to the expected impact from the COVID-19 pandemic.

The Company utilized the revised Moody's ~~March~~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 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 ~~first~~third quarter 2020 ACL model.

The ACL as a percentage of nonaccrual loans was ~~296.51%~~216.28% at ~~March 31,~~September 30, 2020 and 119.69% at December 31, 2019. The ACL as a percentage of nonperforming loans, including accruing TDRs, rose to ~~203.42%~~196.69% as of ~~March 31,~~September 30, 2020 from 96.73% as of December 31, 2019. These increases were driven by the increase in the ACL during the ~~first quarter of 2020,~~period, which ~~included~~more than offset the ~~adoption of CECL and consideration of the impact from the COVID-19 pandemic on future credit losses.~~increases in nonaccrual loans.

The Company recorded net ~~recoveries~~charge-offs of ~~$0.9~~$5.4 million, or ~~0.04%~~0.21% of average loans and leases on an annualized basis, in the ~~first~~third quarter 2020, compared to net charge-offs of ~~$13.9~~$10.2 million, or ~~0.64%~~0.45% of average loans and leases on an annualized basis, for the comparable quarter in 2019. ~~Elevated~~For the first nine of 2020, net charge-offs inwere $7.6 million, or 0.10% of average loans and leases, compared to $26.0 million, or 0.39%, for the ~~first quarter~~same period of ~~2019 were attributed to a single franchise credit.~~2019.

Provision expense is a product of the Company's ACL model combined with net charge-off activity during the period. ~~First~~Third quarter 2020 provision expense on loans and leases was ~~$23.9~~$15.3 million compared to a provision of ~~$14.1~~$5.2 million during the ~~first~~third quarter in 2019. ~~Substantially all~~With moderate net charge-offs during the period, the majority of the ~~first~~third quarter 2020 provision expense was related to the expected economic impact from COVID-19. For the nine months ended September 30, 2020, provision expense on loans and leases was $57.0 million compared to $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 ~~$14.3~~$14.8 million as of ~~March 31,~~September 30, 2020 and $0.6 million as of December 31, 2019. Additionally, First Financial recorded ~~$1.6~~$1.9 million of provision ~~for credit losses~~recapture on unfunded commitments for the three months ended ~~March 31,~~September 30, 2020, compared to an insignificant amount of provision recapture in the comparative period in 2019. Similar to the increase in ACL ~~and provision expense~~ on loans and leases, the increase in ACL ~~and provision expense~~ on unfunded commitments was related to the adoption of CECL and consideration of the impact from the COVID-19 pandemic on future credit ~~losses.~~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,

Table of Contents

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 Credit Losses in the Notes to Consolidated Financial Statements for further discussion of First Financial's ACL.

The table that follows includes the activity in the 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
2020 2019
(Dollars in thousands) Mar. 31, Dec. 31, Sep. 30, June 30, Mar. 31,
Allowance for credit loss activity
Balance at beginning of period $ 57,650
$ 56,552
$ 61,549
$ 56,722
$ 56,542
Impact of adopting ASC 326 61,505
0
0
0
0
Provision for loan losses 23,880
4,629
5,228
6,658
14,083
Gross charge-offs
Commercial and industrial 1,091
2,919
9,556
1,873
12,328
Lease financing 0
62
0
0
100
Construction real estate 0
0
0
0
0
Commercial real estate 4
1,854
535
86
1,214
Residential real estate 115
167
278
150
82
Home equity 267
807
627
689
468
Installment 61
31
65
78
49
Credit card 311
319
598
289
341
Total gross charge-offs 1,849
6,159
11,659
3,165
14,582
Recoveries
Commercial and industrial 2,000
1,796
556
291
240
Lease financing 0
0
0
0
0
Construction real estate 0
0
0
5
63
Commercial real estate 234
439
347
254
73
Residential real estate 52
72
64
101
36
Home equity 339
243
335
572
185
Installment 31
49
93
61
48
Credit card 43
29
39
50
34
Total recoveries 2,699
2,628
1,434
1,334
679
Total net charge-offs (850 ) 3,531
10,225
1,831
13,903
Ending allowance for credit losses $ 143,885
$ 57,650
$ 56,552
$ 61,549
$ 56,722

Net charge-offs to average loans and leases (annualized)
Commercial and industrial (0.15 )% 0.18 % 1.42 % 0.25 % 1.95 %
Lease financing 0.00 % 0.27 % 0.00 % 0.00 % 0.45 %
Construction real estate 0.00 % 0.00 % 0.00 % 0.00 % (0.05 )%
Commercial real estate (0.02 )% 0.14 % 0.02 % (0.02 )% 0.12 %
Residential real estate 0.02 % 0.04 % 0.08 % 0.02 % 0.02 %
Home equity (0.04 )% 0.29 % 0.15 % 0.06 % 0.14 %
Installment 0.15 % (0.08 )% (0.13 )% 0.08 % 0.00 %
Credit card 2.15 % 2.27 % 4.40 % 1.92 % 2.62 %
Total net charge-offs (0.04 )% 0.15 % 0.45 % 0.08 % 0.64 %

Table of Contents

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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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⁽¹⁾
+100 bps +200 bps
NII-Year 1 (6.63 )% 4.70 % 8.56 %
NII-Year 2 (7.15 )% 5.71 % 10.73 %
EVE (6.26 )% 4.18 % 8.20 %
⁽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.

“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 ~~March 31,~~September 30, 2020. The projected results for NII and EVE reflected an asset sensitive position, which ~~has~~ increased further from the prior quarter as the Company continued to see an increase in ~~recent quarters due to elevated variable~~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.

Table of Contents

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 ~~March 31,~~September 30, 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 5.68 % 3.72 % 9.51 % 7.61 %
NII-Year 2 6.67 % 4.75 % 11.66 % 9.80 %

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 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 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 2019 Annual Report. There were no changes to the accounting policies for goodwill, pension and income taxes during the ~~three~~nine months ended ~~March 31,~~September 30, 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.

Table of Contents

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 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:

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

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

Table of Contents

•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; (iv) management’s ability to effectively execute its business plans;

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

•the possibility that any of the anticipated benefits of the Company’s acquisitions will not be realized or will not be realized within the expected time period;

•the effect of changes in accounting policies and practices;

•changes in consumer spending, borrowing and saving and changes in unemployment;

•changes in customers’ performance and creditworthiness;

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

Table of Contents

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

Effective 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 in First Financial's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, First Financial's internal control over financial reporting.

Table of Contents

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, 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, 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 ~~except as described below.~~

~~The COVID-19 pandemic is adversely affecting us~~ and ~~our customers, employees, and third-party service providers, and~~updated in the ~~adverse impacts on our business, financial position, results of operations, and prospects could be significant.~~

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, increased unemployment levels and decreased consumer confidence generally. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. The pandemic could influence the recognition of credit losses in our loan portfolios and increase our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Furthermore, the pandemic could affect the stability of our deposit base as well as our capital and liquidity position, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, result in lost revenue and cause us to incur additional expenses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize other-than-temporary impairments in future periods on the securities we hold as well as reductions in other comprehensive income.

~~The extent~~“Risk Factors” section of the impact of the COVID-19 pandemic on our capital, liquidity, and other financial positions and on our business, results of operations, and prospects will depend on a number of evolving factors, including:


•	~~The duration, extent, and severity of the pandemic.~~ ~~COVID-19 has not been contained and could affect significantly more households and businesses. The duration and severity of the pandemic continue to be impossible to predict.~~

•

~~The response of governmental and nongovernmental authorities.~~ Many of the actions taken by authorities have been directed at curtailing personal and business activity to contain COVID-19 while simultaneously deploying fiscal-and monetary-policy measures to assist in mitigating the adverse effects on individuals and businesses. These actions are not consistent across jurisdictions but, in general, have been rapidly expanding in scope and intensity.


•	~~The effect on our customers, counterparties, employees, and third-party service providers.~~ COVID-19 and its associated consequences and uncertainties may affect individuals, households, and businesses differently and unevenly. In the near-term if not longer, however, our credit, operational, and other risks are generally expected to increase.


•	~~The effect on economies and markets.~~ Whether the actions of governmental and nongovernmental authorities will be successful in mitigating the adverse effects of COVID-19 is unclear. National, regional, and local economies and markets could suffer disruptions that are lasting.

•

~~The success of hardship relief efforts to bridge the gap to reopening the economy.~~ The U.S. government has implemented programs to directly compensate individuals and grant or loan money to businesses in an effort to provide funding while the economy is shut down. Many banks, including the Bank, have implemented hardship relief programs that include payment deferral and short-term funding options. The success of these programs could mute the effect on the Company's credit losses, which may be difficult to determine.

The duration of these business interruptions and related impacts on our business and operations, which will depend on future developments, are highly uncertain and cannot be reasonably estimated at this time. The pandemic could cause us to experience higher credit losses in our lending portfolio, impairment of our goodwill and other financial assets, reduced demand for our products and services, and other negative impacts on our financial position, results of operations, and prospects. You should consider that the effects of COVID-19 could be particularly pronounced with respect to certain of our lending portfolios:


•	~~Commercial real estate-retail~~, including retail shopping centers, due to declining interest in such spaces by their users and declining interest in visiting large shared spaces. As of March 31, 2020, the retail portion of our ICRE portfolio was $846 million, or 11% of our loan portfolio.


•	~~Residential real estate, due to customers' potential loss of income. As of March 31, 2020, this portfolio was $1.1 billion, or 12% of our loan portfolio.~~


•	~~Franchise, which primarily includes quick service and casual dining, due to stay at home orders and requirements that restaurants provide carry-out only service. As of March 31, 2020, this portfolio was $455 million, or 4.9% of our loan portfolio.~~


•	~~Hospitality~~, including hotel and motel lending, due to travel limitations implemented by governments and businesses as well as declining interest in travel generally. As of March 31, 2020, this portfolio was $401 million, or 4.3% of our loan portfolio.

In March 2020, we announced programs to support customers, employees, and communities during the COVID-19 pandemic. A significant number of our borrowers have enrolled in one of our programs to defer all loan payments for up to 90 days. These programs may negatively impact our revenue and other results of operations in the near term and, if not effective in mitigating the effect of COVID-19 on our customers, may adversely affect our business and results of operations more substantially over a longer period of time.

The cumulative effects of COVID-19 and the measures implemented by governments to combat the pandemic on the mortgaged properties may cause borrowers to be unable to meet their payment obligations under mortgage loans that we hold and may result in significant losses. In addition, we have sold mortgage loans in the secondary market. When we sell loans, we are required to make customary representations and warranties about such loans to the loan purchaser. Our mortgage loan sale agreements may require us to repurchase or substitute loans or indemnify investors in the event we breach a representation or warranty given to the loan purchaser or in the event of an early payment default. Higher delinquencies as a result of COVID-19 may result in our having to repurchase a significantly larger amount of delinquent mortgage loans than are currently reserved for in our financial statements and result in them being placed on our books, subjecting us to the risk of a potential default.

The extent to which COVID-19 impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after COVID-19 has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus's global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in the "Risk Factors" section of our AnnualCompany’s Quarterly Report on Form ~~10-K~~10-Q for the ~~fiscal year ended December 31, 2019.~~

The outbreak of COVID-19, or an outbreak of other highly infectious or contagious diseases, could disrupt banking and other financial activity in the areas in which we operate and could potentially create widespread business continuity issues for us.

Our business is dependent upon the willingness and ability of our employees and customers to conduct banking and other financial transactions. We rely upon our third-party vendors to conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Furthermore, the outbreak could negatively impact the ability of our employees and customers to engage in banking and other financial transactions in the geographic areas in which we operate and could create widespread business continuity issues for us. We have already shifted a substantial portion of our workforce to work remotely and have restricted access to our branch lobbies. However, we could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of a COVID-19 outbreak in one or more of our market areas. We also face heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements.

Changes in market interest rates or capital markets, including volatility resulting from the COVID-19 pandemic, could affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital or liquidity.

The COVID-19 pandemic has significantly affected the financial markets and has resulted in a number of Federal Reserve actions. Market interest rates have declined significantly. On March 3, 2020, the 10-year Treasury yield fell below 1.00% for the first time, and the Federal Reserve reduced the target federal funds rate by 50 basis points to 1.00% to 1.25%. On March 15, 2020, the Federal Reserve further reduced the target federal funds rate by 100 basis points to 0.00% to 0.25% and

announced a $700 billion quantitative easing program in response to the expected economic downturn caused by the COVID-19 pandemic. The Federal Reserve reduced the interest that it pays on excess reserves from 1.60% to 1.10% on March 3, 2020, and then to 0.10% on March 15, 2020. We expect that these reductions in interest rates, especially if prolonged, could adversely affect our net interest income and margins and our profitability.

Given our business mix, and the fact that most of our assets and liabilities are financial in nature, we tend to be sensitive to market interest rate movements and the performance of the financial markets. Our primary source of income is net interest income, which is the difference between the interest income generated by our interest-earning assets (consisting primarily of loans and, to a lesser extent, securities) and the interest expense generated by our interest-bearing liabilities. Prevailing economic conditions, fiscal and monetary policies and the policies of various regulatory agencies all affect market rates of interest and the availability and cost of credit, which, in turn, significantly affect financial institutions' net interest income. If the interest we pay on deposits and other borrowings increases at a faster rate than increases in the interest we receive on loans and investments, net interest income, and, therefore, our earnings, could be affected. Earnings could also be affected if the interest we receive on loans and other investments falls more quickly than the interest we pay on deposits and other borrowings.

~~In addition to the general impact of the economy, changes in interest rates or in valuations in the debt or equity markets could directly impact us in one or more of the following ways:~~

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

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

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

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

~~to the extent we access capital markets to raise funds to support our business, such changes could affect the cost of such funds or the ability to raise such funds.~~

In addition, the continued spread of COVID-19 has also led to disruption and volatility in financial markets, which could increase our cost of capital and adversely affect our ability to access financial markets, which may in turn affect the value of the subordinated notes. In addition, in March 2020, Moody's Investor Services downgraded its outlook on U.S. banks to "negative" from "stable" due in part to the concerns presented by the coronavirus pandemic. This market volatility has resulted in a significant decline, and we may continue to experience further declines, in our stock price and market capitalization, which could result in goodwill impairment charges.

Declining values of real estate, increases in unemployment, insurance market disruptions and the related effects on local economies, including impacts related to the COVID-19 pandemic, may increase our credit losses, which would negatively affect our financial results.

We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Many of our loans are secured by real estate (both residential and commercial) within our market area. A major change in the real estate market, such as deterioration in the value of collateral, or in the local or national economy, could affect our customers' ability to pay these loans, which in turn could impact our results of operations and financial condition. Additionally, increases in unemployment also may affect the ability of certain clients to repay loans and the financial results of commercial clients in localities with higher unemployment, may result in loan defaults and foreclosures and may impair the value of our collateral. Additionally, a concentration of natural disasters or a significant disruption in the insurance market could impact the risk relating to our insurance lending business. We cannot fully eliminate credit risk, and as a result, credit losses may increase in the future.

The sharp deterioration in the United States economy that has resulted from the COVID-19 virus and the actions taken by the federal and state governments to slow the spread of that virus have resulted in a significant increase in the unemployment rate throughout the United States, including in the local economies in which we conduct business. We anticipate that this increase in unemployment will affect the ability of some of our clients to repay their loans on a timely basis and will adversely affect the financial results of our commercial clients in localities with high unemployment, resulting in loan defaults and the possible impairments in the value of our collateral. These developments could adversely impact our results of operations and financial condition, although the extent of such impact cannot be determined at this time and may be muted by the Bank's implementation of hardship relief programs that include payment deferral and short-term funding options.

~~Our allowance for credit losses may prove to be insufficient to absorb losses in our loan portfolio.~~

Like all financial institutions, we maintain an allowance for credit losses to provide for loans in our portfolio that may not be repaid in their entirety. Our allowance for credit losses may not be sufficient to cover actual loan losses, and future provision for credit losses could materially and affect our operating results. The accounting measurements related to impairment and the allowance for credit losses require significant estimates which are subject to uncertainty and change related to new information

and changing circumstances. Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding our borrowers' abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors. Because of the degree of uncertainty and susceptibility of these factors to change, our actual losses may vary from our current estimates.

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

~~We adopted CECL in the first quarter of 2020, including the regulatory phase-in. As a result, credit loss allowances increased in the quarter~~quarterly period ended March 31, 2020, by approximately $100.0 million, resulting in a corresponding decrease in retained earnings and a delayed impact to regulatory capital. CECL implementation poses operational risk, including the failure to properly transition internal processes or systems, which could lead to errors, financial misstatements or operational losses. As a result of CECL, our financial results may be negatively affected as soon as weak or deteriorating economic conditions are forecasted and alter our expectations for credit losses. As a result of COVID-19, we incurred a significant provision expense of $23.9 million in the first quarter of 2020 and may incur significant provision expense for credit losses in future periods as well.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 first quarter of 2020.~~

~~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
January 1 to January 31, 2020 0
$ 0.00
0
2,246,728
February 1 to February 29, 2020 170,000
$ 21.90
170,000
2,076,728
March 1 to March 31, 2020 710,000
$ 18.26
710,000
1,366,728
Total 880,000
$ 18.96
880,000

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.

Table of Contents

Item 6. Exhibits


(a)		Exhibits:

~~(a)~~		~~Exhibits:~~
Exhibit Number
~~Exhibit Number~~3.1
~~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).

~~31.1~~4.1			Second Supplemental Indenture, dated as of April 30, 2020, between First Financial Bancorp. and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to the Form 8-K filed on April 30, 2020 and incorporated herein by reference).

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 March 31, 2020, 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

Table of Contents

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~~

~~5/8/~~11/6/2020

~~Date~~

~~5/8/2020~~



	As of March 31, 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	$	2,305	$	267	$	16,322	$	18,894	$	2,458,879	$	2,477,773	$	0
Lease financing	0		0		0		0		82,602		82,602		0
Construction real estate	0		0		0		0		500,311		500,311		0
Commercial real estate-investor	7,225		346		1,864		9,435		3,170,602		3,180,037		0
Commercial real estate-owner	1,106		0		2,782		3,888		1,094,332		1,098,220		0
Residential real estate	1,710		990		4,280		6,980		1,054,812		1,061,792		0
Home equity	1,428		852		2,419		4,699		776,544		781,243		0
Installment	73		5		112		190		79,895		80,085		0
Credit card	383		330		122		835		44,921		45,756		120
Total	$	14,230	$	2,790	$	27,901	$	44,921	$	9,262,898	$	9,307,819	$	120



	Three months ended March 31, 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	13,268			343			(683		)	493			125			185			19			333			14,083
Loans charged off	(12,328		)	(100		)	0			(1,214		)	(82		)	(468		)	(49		)	(341		)	(14,582		)
Recoveries	240			0			63			73			36			185			48			34			679
Total net charge-offs	(12,088		)	(100		)	63			(1,141		)	(46		)	(283		)	(1		)	(307		)	(13,903		)
Ending allowance for credit losses	$	19,926		$	1,373		$	2,793		$	20,400		$	5,043		$	5,250		$	380		$	1,557		$	56,722



(Dollars in thousands)	March 31, 2020		March 31, 2019
Balance at beginning of year	$	937,771	$	880,251
Goodwill resulting from business combinations	0		(524		)
Balance at end of period	$	937,771	$	879,727



(Dollars in thousands)	Operating leases
2020 (remaining nine months)	$	5,611
2021	7,213
2022	6,891
2023	6,856
2024	6,531
Thereafter	60,918
Total lease payments	94,020
Less imputed interest	22,072
Total	$	71,948



	% Change from base case for immediate parallel changes in rates
	-100 bps⁽¹⁾		+100 bps		+200 bps
NII-Year 1	(6.63	)%	4.70	%	8.56	%
NII-Year 2	(7.15	)%	5.71	%	10.73	%
EVE	(6.26	)%	4.18	%	8.20	%
⁽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.



	(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
January 1 to January 31, 2020	0	$	0.00	0	2,246,728
February 1 to February 29, 2020	170,000	$	21.90	170,000	2,076,728
March 1 to March 31, 2020	710,000	$	18.26	710,000	1,366,728
Total	880,000	$	18.96	880,000