FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

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

For the quarterly period ended            September 30, 2003MARCH 31, 2004

OR

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

For the transition period from ___ to ____

Commission file number 0-12379

FIRST FINANCIAL BANCORP.


(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.)
   
300 High Street, Hamilton, Ohio 45011

 
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (513) 867-5240867-5447

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 [X]XNo []__

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes [X]X No []__

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

   
ClassOutstanding at October 31, 2003

 Outstanding at April 30, 2004
Common stock, No par value44,008,702


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF EARNINGS
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2-MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II-OTHER INFORMATION
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EX-31.1
EX-31.2
EX-32.1
EX-32.2


FIRST FINANCIAL BANCORP.

INDEX

  43,884,704


FIRST FINANCIAL BANCORP.

INDEX

 


PART I — FINANCIAL INFORMATION

ITEM I — FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS

PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

            
     September 30, December 31,
     2003 2002
     
 
     (Unaudited)    
Assets
        
Cash and due from banks $159,185  $181,839 
Interest-bearing deposits with other banks  4,336   4,474 
Federal funds sold and securities purchased under agreements to resell  15,904   28,291 
Investment securities held-to-maturity, at cost (market value - $18,984 at September 30, 2003 and $22,097 at December 31, 2002)  18,700   21,571 
Investment securities available-for-sale, at market value  774,813   605,345 
Loans        
 Commercial  681,045   690,656 
 Real estate-construction  68,472   89,674 
 Real estate-mortgage  1,472,607   1,368,207 
 Installment  563,941   556,975 
 Credit card  20,189   22,068 
 Lease financing  14,574   21,031 
   
   
 
   Total loans  2,820,828   2,748,611 
Less        
 Unearned income  138   523 
 Allowance for loan losses  48,680   48,177 
   
   
 
  Net Loans  2,772,010   2,699,911 
Premises and equipment  58,068   56,348 
Goodwill  27,379   27,379 
Other intangibles  8,183   9,147 
Deferred income taxes receivable  8,633   4,107 
Accrued interest and other assets  100,922   91,540 
   
   
 
  
Total assets
 $3,948,133  $3,729,952 
   
   
 
Liabilities
        
Deposits        
 Noninterest-bearing $402,571  $422,453 
 Interest-bearing deposits  2,571,069   2,499,981 
   
   
 
   Total deposits  2,973,640   2,922,434 
Short-term borrowings        
 Federal funds purchased and securities sold under agreements to repurchase  75,166   55,766 
 Federal Home Loan Bank borrowings  135,500   0 
 Other  12,806   39,414 
   
   
 
  Total short-term borrowings  223,472   95,180 
Long-term borrowings  324,863   290,051 
Corporation-obligated mandatorily redeemable capital securities of subsidiary trust  30,000   10,000 
Accrued interest and other liabilities  30,092   34,684 
   
   
 
  
Total liabilities
  3,582,067   3,352,349 
Shareholders’ equity
        
Common stock - no par value Authorized - 160,000,000 shares Issued - 48,558,614 in 2003 and 48,558,614 in 2002  395,888   396,252 
Retained earnings  48,078   39,005 
Accumulated comprehensive income  2,714   8,189 
Restricted stock awards  (3,849)  (4,022)
Treasury stock, at cost 4,508,912 shares in 2003 and 3,554,691 shares in 2002  (76,765)  (61,821)
   
   
 
  
Total shareholders’ equity
  366,066   377,603 
   
   
 
  
Total liabilities and shareholders’ equity
 $3,948,133  $3,729,952 
   
   
 
         
  March 31, December 31,
  2004
 2003
Assets (Unaudited)    
Cash and due from banks $138,950  $183,612 
Interest-bearing deposits with other banks  8,195   5,014 
Federal funds sold and securities purchased under agreements to resell  1,987   607 
Investment securities held-to-maturity, at cost (market value — $13,044 at March 31, 2004 and $18,596 at December 31, 2003)  12,482   18,399 
Investment securities available-for-sale, at market value  771,765   794,762 
Loans        
Commercial  677,918   666,315 
Real estate-construction  77,388   73,260 
Real estate-mortgage  1,494,663   1,466,153 
Installment  553,679   560,061 
Credit card  20,159   21,680 
Lease financing  10,353   12,241 
   
 
   
 
 
Total loans  2,834,160   2,799,710 
Less        
Unearned income  48   86 
Allowance for loan losses  47,672   47,771 
   
 
   
 
 
Net loans  2,786,440   2,751,853 
Premises and equipment  59,816   59,050 
Goodwill  28,344   27,379 
Other intangibles  7,943   7,530 
Deferred income taxes receivable  4,909   6,227 
Accrued interest and other assets  97,794   101,629 
   
 
   
 
 
Total assets
 $3,918,625  $3,956,062 
   
 
   
 
 
Liabilities
        
Deposits        
Noninterest-bearing $403,522  $414,785 
Interest-bearing deposits  2,528,828   2,530,880 
   
 
   
 
 
Total deposits  2,932,350   2,945,665 
Short-term borrowings        
Federal funds purchased and securities sold under agreements to repurchase  63,217   106,692 
Federal Home Loan Bank borrowings  130,000   150,000 
Other  1,974   2,217 
   
 
   
 
 
Total short-term borrowings  195,191   258,909 
Long-term borrowings  354,615   322,979 
Junior subordinated debentures owed to unconsolidated subsidiary trusts  30,930   0 
Corporation-obligated mandatorily redeemable capital securities of subsidiary trust  0   30,000 
Accrued interest and other liabilities  34,724   32,026 
   
 
   
 
 
Total liabilities
  3,547,810   3,589,579 
Shareholders’ equity
        
Common stock — no par value        
Authorized - 160,000,000 shares        
Issued - 48,558,614 in 2004 and 48,558,614 in 2003  395,595   395,752 
Retained earnings  53,680   50,325 
Accumulated comprehensive income  4,648   2,344 
Restricted stock awards  (4,403)  (3,397)
Treasury stock, at cost, 4,634,475 shares in 2004 and 4,619,596 shares in 2003  (78,705)  (78,541)
   
 
   
 
 
Total shareholders’ equity
  370,815   366,483 
   
 
   
 
 
Total liabilities and shareholders’ equity
 $3,918,625  $3,956,062 
   
 
   
 
 

See notes to consolidated financial statements

1


CONSOLIDATED STATEMENTS OF EARNINGS

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Dollars in thousands, except per share data)

                    
     Nine months ended Three months ended
     September 30, September 30,
     
 
     2003 2002 2003 2002
     
 
 
 
Interest Income
                
 Loans, including fees $138,378  $158,304  $45,256  $51,459 
 Investment securities                
  Taxable  15,741   19,366   5,263   6,208 
  Tax-exempt  4,875   5,432   1,579   1,769 
    
   
   
   
 
   Total investment interest  20,616   24,798   6,842   7,977 
 Interest-bearing deposits with other banks  105   298   26   64 
 Federal funds sold and securities purchased under agreements to resell  135   331   24   36 
    
   
   
   
 
   
Total interest income
  159,234   183,731   52,148   59,536 
Interest expense
                
 Deposits  34,172   48,516   10,692   14,826 
 Short-term borrowings  1,353   1,347   443   539 
 Long-term borrowings  12,204   10,558   4,161   3,588 
 Corporation-obligated mandatorily redeemable capital securities of subsidiary trust  717   0   479   0 
    
   
   
   
 
  
Total interest expense
  48,446   60,421   15,775   18,953 
    
   
   
   
 
  
Net interest income
  110,788   123,310   36,373   40,583 
 Provision for loan losses  11,520   14,233   4,364   5,189 
    
   
   
   
 
  
Net interest income after Provision for loan losses
  99,268   109,077   32,009   35,394 
Noninterest income
                
 Service charges on deposit accounts  14,505   14,585   4,984   4,911 
 Trust revenues  10,852   11,646   3,623   3,792 
 Gains from sales of mortgage loans  4,490   3,176   1,978   837 
 Investment securities gains  20   9   28   0 
 Other  13,318   13,696   4,516   4,846 
    
   
   
   
 
  
Total noninterest income
  43,185   43,112   15,129   14,386 
Noninterest expenses
                
 Salaries and employee benefits  57,883   53,975   21,664   18,021 
 Net occupancy  5,793   5,834   1,899   1,901 
 Furniture and equipment  5,400   5,559   1,752   2,029 
 Data processing  4,693   6,187   1,690   2,306 
 Deposit insurance  397   472   147   185 
 State taxes  1,326   1,316   432   381 
 Amortization of intangibles  619   646   207   211 
 Other  23,204   24,158   7,948   9,234 
    
   
   
   
 
  
Total noninterest expenses
  99,315   98,147   35,739   34,268 
    
   
   
   
 
Income before income taxes  43,138   54,042   11,399   15,512 
Income tax expense  14,073   17,408   3,575   4,710 
    
   
   
   
 
  
Net earnings
 $29,065  $36,634  $7,824  $10,802 
    
   
   
   
 
Net earnings per share-basic $0.65  $0.79  $0.18  $0.24 
    
   
   
   
 
Net earnings per share-diluted $0.65  $0.79  $0.18  $0.24 
    
   
   
   
 
Cash dividends declared per share $0.45  $0.45  $0.15  $0.15 
    
   
   
   
 
Average basic shares outstanding  44,498,086   46,104,115   44,122,446   45,686,803 
    
   
   
   
 
Average diluted shares outstanding  44,573,629   46,232,351   44,160,906   45,812,452 
    
   
   
   
 
         
  Three months ended
  March 31,
  2004
 2003
Interest income
        
Loans, including fees $42,522  $46,704 
Investment securities      
Taxable  6,813   5,258 
Tax-exempt  1,449   1,664 
   
 
   
 
 
Total investment interest  8,262   6,922 
Interest-bearing deposits with other banks  28   51 
Federal funds sold and securities purchased under agreements to resell  11   74 
   
 
   
 
 
Total interest income
  50,823   53,751 
Interest expense
        
Deposits  9,662   12,084 
Short-term borrowings  499   380 
Long-term borrowings  4,163   3,931 
Subordinated debentures and capital securities  342   120 
   
 
   
 
 
Total interest expense
  14,666   16,515 
   
 
   
 
 
Net interest income
  36,157   37,236 
Provision for loan losses  2,600   3,214 
   
 
   
 
 
Net interest income after Provision for loan losses
  33,557   34,022 
Noninterest income
        
Service charges on deposit accounts  4,613   4,598 
Trust revenues  3,892   3,707 
Gains from sales of mortgage loans  288   1,131 
Investment securities gains  (2)  28 
Other  5,650   4,386 
   
 
   
 
 
Total noninterest income
  14,441   13,850 
Noninterest expenses
        
Salaries and employee benefits  18,519   18,191 
Net occupancy  2,205   2,078 
Furniture and equipment  1,804   1,801 
Data processing  1,863   1,487 
Deposit insurance  171   100 
State taxes  344   460 
Amortization of intangibles  216   201 
Other  8,122   7,441 
   
 
   
 
 
Total noninterest expenses
  33,244   31,759 
   
 
   
 
 
Income before income taxes  14,754   16,113 
Income tax expense  4,806   5,482 
   
 
   
 
 
Net earnings
 $9,948  $10,631 
   
 
   
 
 
Net earnings per share-basic $0.23  $0.24 
   
 
   
 
 
Net earnings per share-diluted $0.23  $0.24 
   
 
   
 
 
Cash dividends declared per share $0.15  $0.15 
   
 
   
 
 
Average basic shares outstanding  43,924,139   44,893,511 
   
 
   
 
 
Average diluted shares outstanding  43,967,599   45,048,972 
   
 
   
 
 

See notes to consolidated financial statements.

2


CONSOLIDATED STATEMENTS OF CASH FLOWS

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, dollars in thousands)

             
      Nine months ended
      September 30,
      
      2003 2002
      
 
Operating Activities
        
 Net earnings $29,065  $36,634 
 Adjustments to reconcile net earnings to net cash provided by operating activities        
  Provision for loan losses  11,520   14,233 
  Provision for depreciation and amortization  10,304   6,783 
  Net amortization of investment security premiums and accretion of discounts  5,611   650 
  Realized investment security gains  (20)  (9)
  Originations of mortgage loans held for sale  (176,209)  (168,264)
  Gains from sales of mortgage loans held for sale  (4,490)  (3,176)
  Proceeds from sale of mortgage loans held for sale  178,633   169,701 
  Deferred income taxes  (1,243)  (2,692)
  (Increase) decrease in interest receivable  (3,455)  3,748 
  Increase in cash surrender value of life insurance  (9,620)  (7,082)
  Increase in prepaid expenses  (1,179)  (2,695)
  (Decrease) increase in accrued expenses  (4,109)  2,755 
  Decrease in interest payable  (569)  (2,581)
  Other  5,300   4,507 
    
   
 
   Net cash provided by operating activities  39,539   52,512 
Investing activities
        
 Proceeds from sales of securities available-for-sale  43,492   0 
 Proceeds from calls, paydowns, and maturities of investment securities available-for-sale  342,070   164,869 
 Purchases of investment securities available-for-sale  (569,588)  (152,692)
 Proceeds from calls, paydowns, and maturities of investment securities held-to-maturity  4,255   3,457 
 Purchases of investment securities held-to-maturity  (1,175)  (4,266)
 Net decrease in interest-bearing deposits with other banks  138   10,642 
 Net decrease (increase) in federal funds sold and securities purchased under agreements to resell  12,387   (856)
 Net (increase) decrease in loans and leases  (90,805)  69,818 
 Recoveries from loans and leases previously charged off  2,807   2,602 
 Proceeds from disposal of other real estate owned  3,885   3,730 
 Purchases of premises and equipment  (6,257)  (2,266)
    
   
 
   Net cash (used in) provided by investing activities  (258,791)  95,038 
Financing activities
        
 Net increase (decrease) in total deposits  51,206   (197,095)
 Net increase in short-term borrowings  128,292   19,610 
 Net increase in long-term borrowings  34,812   10,847 
 Net increase in corporation-obligated mandatorily redeemable capital securities  20,000   10,000 
 Cash dividends declared  (19,992)  (20,708)
 Purchase of common stock  (17,802)  (24,715)
 Proceeds from exercise of stock options, net of shares purchased  82   768 
    
   
 
    Net cash provided by (used in) financing activities  196,598   (201,293)
    
   
 
    
Decrease in cash and cash equivalents
  (22,654)  (53,743)
 Cash and cash equivalents at beginning of period  181,839   211,130 
    
   
 
    
Cash and cash equivalents at end of period
 $159,185  $157,387 
    
   
 
         
  Three months ended
  March 31,
  2004
 2003
Operating Activities
        
Net earnings $9,948  $10,631 
Adjustments to reconcile net earnings to net cash provided by operating activities        
Provision for loan losses  2,600   3,214 
Provision for depreciation and amortization  2,248   2,562 
Net amortization of investment security premiums and accretion of discounts  606   968 
Realized investment security gains  2   (28)
Originations of mortgage loans held for sale  (27,244)  (42,151)
Gains from sales of mortgage loans held for sale  (288)  (1,131)
Proceeds from sale of mortgage loans held for sale  27,350   42,848 
Deferred income taxes  (34)  (1,219)
Decrease in interest receivable  1,327   1,106 
Increase in cash surrender value of life insurance  (485)  (710)
Increase in prepaid expenses  (926)  (1,171)
Increase in accrued expenses  5,011   3,461 
Decrease in interest payable  (10)  (72)
Other  807   958 
   
 
   
 
 
Net cash provided by operating activities  20,912   19,266 
Investing activities
        
Proceeds from sales of securities available-for-sale  0   287 
Proceeds from calls, paydowns and maturities of investment securities available-for-sale  66,227   108,250 
Purchases of investment securities available-for-sale  (40,216)  (180,691)
Proceeds from calls, paydowns and maturities of investment securities held-to-maturity  10,574   1,198 
Purchases of investment securities held-to-maturity  (4,623)  (174)
Net increase in interest-bearing deposits with other banks  (3,181)  (2,451)
Net (increase) decrease in federal funds sold and securities purchased under agreements to resell  (1,380)  11,875 
Net increase in loans and leases  (39,907)  (39,457)
Recoveries from loans and leases previously charged off  1,583   1,079 
Proceeds from disposal of other real estate owned  1,274   1,254 
Purchases of premises and equipment  (2,077)  (1,555)
   
 
   
 
 
Net cash (used in) provided by investing activities  (11,726)  (100,385)
Financing activities
        
Net (decrease) increase in total deposits  (13,315)  26,400 
Net (decrease) increase in short-term borrowings  (63,718)  38,102 
Net increase in long-term borrowings  31,636   28,002 
Cash dividends declared  (6,593)  (6,722)
Purchase of common stock  (1,859)  (7,239)
Proceeds from exercise of stock options, net of shares purchased  1   54 
   
 
   
 
 
Net cash (used in) provided by financing activities  (53,848)  78,597 
   
 
   
 
 
Decrease in cash and cash equivalents
  (44,662)  (2,522)
Cash and cash equivalents at beginning of period  183,612   181,839 
   
 
   
 
 
Cash and cash equivalents at end of period
 $138,950  $179,317 
   
 
   
 
 

3


FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited, dollars in thousands)

          
   Nine months ended
   September 30,
   
   2003 2002
   
 
Supplemental disclosures        
 Interest paid $49,015  $63,003 
   
   
 
 Income taxes paid $13,909  $15,017 
   
   
 
 Recognition of deferred tax assets (liabilities) attributable to FASB Statement No. 115 $3,283  $(4,854)
   
   
 
 Acquisition of other real estate owned through foreclosure $4,379  $3,592 
   
   
 
 Issuance of restricted stock award $2,413  $3,190 
   
   
 
         
  Three months ended
  March 31,
  2004
 2003
Supplemental disclosures    
Interest paid $14,675  $16,659 
   
 
   
 
 
Income taxes paid $  $ 
   
 
   
 
 
Recognition of deferred tax (liabilities) assets attributable to FASB Statement No. 115 $(1,355) $1,084 
   
 
   
 
 
Acquisition of other real estate owned through foreclosure $1,137  $1,138 
   
 
   
 
 
Issuance of restricted stock awards $1,537  $2,434 
   
 
   
 
 

See notes to consolidated financial statements.

4


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited, dollars in thousands)

          
   Nine months ended
   September 30,
   
   2003 2002
   
 
Balances at January 1 $377,603  $384,543 
Net Earnings  29,065   36,634 
Other comprehensive income, net of taxes        
 Changes in unrealized gains on securities, available-for-sale  (5,475)  7,680 
   
   
 
 Comprehensive income  23,590   44,314 
Cash dividends declared  (19,992)  (20,708)
Purchase of common stock  (17,802)  (24,715)
Exercise of stock options, net of shares purchased  82   768 
Restricted stock awards  (1)  (221)
Amortization of restricted stock awards  2,586   1,402 
   
   
 
 
Balance at September 30
 $366,066  $385,383 
   
   
 
         
  Three months ended
  March 31,
  2004
 2003
Balances at January 1 $366,483  $377,603 
Net earnings  9,948   10,631 
Other comprehensive income, net of taxes        
Changes in unrealized gains on securities,        
Available for sale  2,304   (1,782)
   
 
   
 
 
Comprehensive income  12,252   8,849 
Cash dividends declared  (6,593)  (6,722)
Purchase of common stock  (1,859)  (7,239)
Exercise of stock options, net of shares purchased  1   54 
Restricted stock awards  0   (9)
Amortization of restricted stock awards  531   554 
   
 
   
 
 
Balance at March 31
 $370,815  $373,090 
   
 
   
 
 

See notes to consolidated financial statements

5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003MARCH 31, 2004
(Unaudited, dollars in thousands)

The consolidated financial statements for interim periods are unaudited; however, in the opinion of the management of First Financial Bancorp. (Bancorp), all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation have been included.

NOTE 1: BASIS OF PRESENTATION


The consolidated financial statements of Bancorp, a bank and savings and loan holding company, include the accounts of Bancorp and its wholly-owned subsidiaries - First Financial Bank, N.A., Community First Bank & Trust, Indiana Lawrence Bank, Fidelity Federal Savings Bank, Citizens First State Bank, Heritage Community Bank, The Clyde Savings Bank Company, Sand Ridge Bank, First Financial Bancorp Service Corp., First Financial (OH) Statutory Trust I and First Financial (OH) Statutory Trust II (both established to facilitate the issuance of trust preferred securities), and First Financial Capital Advisors, LLC, a registered investment advisory company. All significant intercompany transactions and accounts have been eliminated in consolidation.

The accompanying financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes necessary to be in conformity with accounting principles generally accepted in the United States.

The consolidated balance sheet at December 31, 20022003 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the First Financial Bancorp. Annual Report on Form 10-K for the year ended December 31, 2002.2003.

Certain reclassifications of prior year’s amounts have been made to conform to current year presentation. Such reclassifications had no effect on earnings.

NOTE 2: FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK


In the normal course of business, Bancorp offers a variety of financial instruments with off-balance sheet risk to its customers to aid them in meeting their requirements for liquidity and credit enhancement and to reduce its own exposure to fluctuations in interest rates. These financial instruments include standby letters of credit and commitments outstanding to extend credit. Accounting principles generally accepted in the United States do not require these financial instruments to be recorded in the consolidated balance sheets, statements of earnings, changes in shareholders’ equity or cash flows. However, a discussion of these instruments follows.

Bancorp’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit and commitments outstanding to extend credit is represented by the contractual amounts of those instruments. Bancorp uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Following is a discussion of these transactions.

Standby letters of credit are conditional commitments issued by Bancorp to guarantee the performance of a customer to a third party. Bancorp’s portfolio of standby letters of credit consists primarily of

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performance assurances made on behalf of customers who have a contractual commitment to produce

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or deliver goods or services. The risk to Bancorp arises from its obligation to make payment in the event of the customers’ contractual default. As of September 30, 2003,March 31, 2004, Bancorp had issued standby letters of credit aggregating $33,580$41,716 compared to $33,167$42,229 issued as of December 31, 2002.2003. Management conducts regular reviews of these instruments on an individual customer basis, and the results are considered in assessing the adequacy of Bancorp’s allowance for loan losses. Management does not anticipate any material losses as a result of these letters of credit.

Loan commitments are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp evaluates each customer’s creditworthiness on an individual basis. The amount of collateral obtained, if deemed necessary by Bancorp upon extension of credit, is based on management’s credit evaluation of the counterparty. The collateral held varies, but may include securities, real estate, inventory, plant, or equipment. Bancorp had commitments outstanding to extend credit totaling $498,429$475,744 at September 30, 2003March 31, 2004 and $464,777$480,632 at December 31, 2002.2003. Management does not anticipate any material losses as a result of these commitments.

NOTE 3: COMPREHENSIVE INCOME


Bancorp discloses comprehensive income in the “Consolidated Statements of Changes in Shareholders’ Equity”. Disclosure of the reclassification adjustments for the nine and three months ended September 30,March 31, 2004 and 2003 and 2002 are shown in the table below.

                   
    Nine months ended Three months ended
    September 30, September 30,
    
 
    2003 2002 2003 2002
    
 
 
 
Net Income
 $29,065  $36,634  $7,824  $10,802 
 Other comprehensive income, net of tax:                
 Unrealized holding (losses) gains arising during period  (5,417)  7,687   (5,148)  3,721 
 Less: reclassification adjustment for gains included in net income  58   7   18   0 
   
   
   
   
 
 Other comprehensive income  (5,475)  7,680   (5,166)  3,721 
   
   
   
   
 
  
Comprehensive income
 $23,590  $44,314  $2,658  $14,523 
   
   
   
   
 
         
  Three months ended
  March 31,
  2004
 2003
Net Income
 $9,948  $10,631 
Other comprehensive income, net of tax:        
Unrealized holding gains arising during period  2,303   (1,764)
Less: reclassification adjustment for gains included in net income  (1)  18 
   
 
   
 
 
Other comprehensive income  2,304   (1,782)
   
 
   
 
 
Comprehensive income
 $12,252  $8,849 
   
 
   
 
 

NOTE 4: ACCOUNTING FOR DERIVATIVES


Bancorp follows the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” in accounting for its derivative activities. Bancorp has interest rate swaps that are accounted for as fair value hedges under SFAS No. 133. Bancorp utilizes interest rate swap agreements to effectively modify its exposure to interest rate risk by converting certain fixed rate assets to a floating rate. The use of these interest rate swaps allows Bancorp’s subsidiary banks to offer a long-term fixed-rate loan to commercial borrowers. The interest rate swaps allow Bancorp to convert the fixed interest rate to a variable rate that better suits its funding position. The swap agreements involve the receipt of floating rate amounts in exchange for fixed interest payments over the life of the agreements without an exchange of the underlying principal amount. The swaps

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are accounted for under the short-cut method. These contracts are designated as hedges of specific assets. The net interest receivable or payable on swaps is accrued and recognized as an adjustment to the interest income or expense of the

7


hedged asset. At March 31, 2004 and 2003, Bancorp had interest rate swaps with a notional value of $12,175 at September 30, 2003$12,122 and $5,012 at December 31, 2002.$7,845, respectively. The fair value of the swaps was an unrealized loss of $305$415 and $295 at September 30,March 31, 2004 and 2003, and no unrealized gain or loss at September 30, 2002.respectively. This amount is included with other assets on the balance sheet. A corresponding fair value adjustment was also included on the balance sheet as a hedged item.

Bancorp is exposed to losses if a counterparty fails to make its payment under a contract in which Bancorp is in the receiving position. Although collateral or other security may not be obtained, Bancorp minimizes its credit risk by monitoring the credit standing of each counterparty and believes that each will be able to fully satisfy its obligation under the agreement.

NOTE 5: CORPORATION-OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF SUBSIDIARY TRUST

The corporation-obligated mandatorily redeemable capital securities (the “capital securities”) of subsidiary trust, which appears on the balance sheet, are commonly known as Trust Preferred Securities. The subsidiary trusts holdtrust holds solely the junior subordinated debt securities of Bancorp (the “debentures”). Capital securities were issued in the third quarter of 2003 by a statutory business trust—trust — First Financial (OH) Statutory Trust II and the third quarter of 2002 by another statutory business trust—trust — First Financial (OH) Statutory Trust I. Bancorp owns 100% of the common equity of both of the trusts. The trusts were formed with the sole purpose of issuing the capital securities and investing the proceeds from the sale of such capital securities in the debentures. The debentures held by the truststrust are the sole assets of the trusts.trust. Distributions on the capital securities are payable quarterly at a variable rate of interest, which is equal to the interest rate being earned by the trust on the debentures and are recorded as interest expense of Bancorp. The interest rate is variable and is subject to change every three months. The base index is three month LIBOR (London Inter-Bank Offered Rate). On March 31, 2004, the rates on Trust I and Trust II were 4.51% and 4.21%, respectively. Bancorp has the option to defer interest for up to five years on the debentures. However, the covenants prevent the payment of dividends on common stock if the interest is deferred. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. Bancorp has entered into agreements which, taken collectively, fully or unconditionally guarantee the capital securities subject to the terms of the guarantees. The debentures qualify as Tier I capital under Federal Reserve Board guidelines. The debentures issued in 2003 are first redeemable, in whole or in part, by Bancorp on July 15,September 30, 2008 and mature on July 15,September 30, 2033. The amount outstanding, net of offering costs, as of September 30, 2003 isMarch 31, 2004 was $20,000. The debentures issued in 2002 are first redeemable, in whole or in part, by Bancorp on September 25, 2007 and mature on September 25, 2032. The amount outstanding, net of offering costs, as of September 30, 2003March 31, 2004 was $10,000.

During the first quarter of 2004, Bancorp deconsolidated the accounts of these trust preferred entities in accordance with Financial Accounting Standards Board (FASB) Interpretation No. 46, “Consolidation of Variable Interest Entities”. The deconsolidation of the net assets increased Bancorp’s consolidated debt obligation by $930, the difference representing Bancorp’s common ownership in the trusts. The deconsolidation has no impact on Bancorp’s liquidity position because it continues to be obligated to repay the debentures held by the trust preferred entities and guarantees repayment of the capital securities issued by the trusts.

The debentures currently qualify as Tier I capital under Federal Reserve Board guidelines. The Federal Reserve Board is $10,000.currently evaluating whether the capital securities will continue to qualify as Tier I capital due to the deconsolidation of the related trust preferred entities. If the Federal Reserve Board does not qualify the capital securities as Tier I capital, the effect of the change

8


would be minimal to Bancorp’s regulatory capital ratios. Therefore, Bancorp would continue to have capital ratios that are well above the minimum regulatory requirements.

NOTE 6: STOCK OPTIONS

As of September 30, 2003,March 31, 2004, Bancorp had two stock-based compensation plans. Bancorp accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if Bancorp had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.

         
  Three Months Ended
  March 31,
  2004
 2003
  (Dollars in thousands,
  except per share data)
Net earnings, as reported $9,948  $10,631 
Add: Restricted stock expense, net of taxes, included in net income  345   355 
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related taxes  413   457 
   
 
   
 
 
Pro forma net earnings $9,880  $10,529 
   
 
   
 
 
Earnings per share        
Basic—as reported $0.23  $0.24 
   
 
   
 
 
Basic—pro forma $0.22  $0.23 
   
 
   
 
 
Diluted—as reported $0.23  $0.24 
   
 
   
 
 
Diluted—pro forma $0.22  $0.23 
   
 
   
 
 

8NOTE 7: EMPLOYEE BENEFIT PLANS

FASB Statement No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”, requires additional disclosures about assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. The provisions of this Statement are effective for interim periods beginning after December 15, 2003. The components for earlier interim periods presented for comparative purposes have been restated for the components of net benefit cost.

Bancorp sponsors a non-contributory defined benefit pension plan covering substantially all employees. Bancorp expects to contribute $5,691 to its pension plan in 2004. The following table sets forth information concerning amounts recognized in Bancorp’s Consolidated Balance Sheets and Consolidated Statements of Earnings.

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   Nine Months Ended Three Months Ended
   September 30, September 30,
   
 
   2003 2002 2003 2002
   
 
 
 
   (Dollars in thousands, except per share data)
Net earnings, as reported $29,065  $36,634  $7,824  $10,802 
Add: Restricted stock expense included in net earnings, net of related tax effects  1,681   766   969  $282 
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects  1,966   1,136   1,057   409 
   
   
   
   
 
 Pro forma net earnings $28,780  $36,264  $7,736  $10,675 
   
   
   
   
 
Earnings per share                
 Basic—as reported $0.65  $0.79  $0.18  $0.24 
   
   
   
   
 
 Basic—pro forma $0.65  $0.79  $0.18  $0.23 
   
   
   
   
 
 Diluted—as reported $0.65  $0.79  $0.18  $0.24 
   
   
   
   
 
 Diluted—pro forma $0.65  $0.78  $0.18  $0.23 
   
   
   
   
 
         
  Three months ended
  March 31,
  2004
 2003
Service cost $869  $735 
Interest cost  701   646 
Expected return on plan assets  (618)  (514)
Amortization of transition asset  (20)  (20)
Amortization of unrecognized prior service cost  36   63 
Amortization of actuarial loss  203   132 
   
 
   
 
 
Net periodic benefit cost
 $1,171  $1,042 
   
 
   
 
 

Some of Bancorp’s subsidiaries maintain health care and, in limited instances, life insurance plans for current retired employees. The following table sets forth the components of net periodic postretirement benefit costs.

         
  Three months ended
  March 31,
  2004
 2003
Service cost $869  $735 
Amortization of unrecognized prior service cost  36   63 
Amortization of actuarial loss  203   132 
   
 
   
 
 
Net periodic postretirement benefit cost
 $1,108  $930 
   
 
   
 
 

NOTE 7: ACCOUNTING PRONOUNCEMENTS

In JanuaryOn December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act (the Act) of 2003 was enacted. Bancorp elected the deferral provided by Financial Accounting Standards Board issued InterpretationStaff Position No. 46, “ConsolidationFAS 106-1. Any measures of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51” and applies immediately to variable interest entities created after January 31, 2003. It appliesthe net periodic postretirement benefit cost in the first fiscal yearfinancial statements or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds such an interest that it acquired before February 1, 2003. The Interpretation requires the consolidation of entities in which an enterprise absorbs a majorityaccompanying notes do not reflect the effects of the entity’s expected losses, receives a majorityAct on the plan. Specific authoritative guidance on the accounting for the federal subsidy is pending and the guidance, when issued, could require Bancorp to change previously reported information. However, Bancorp anticipates the effect of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Currently, entities are generally consolidated by an enterprise when it has a controlling interest through ownership of a majority voting interest in the entity. Bancorp was requiredthis Act to adopt this pronouncement on July 1, 2003 and does not expect an impact from the adoption.

Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” was issued in May of 2003 and is effective for financial instruments entered into or modified after May 31, 2003. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability. Bancorp currently classifies its corporation-obligated mandatorily redeemable capital securities as a liability. Therefore, this pronouncement has no impact on Bancorp’s financial statements.be immaterial.

NOTE 8: SUBSEQUENT EVENT

In October 2003, Bancorp’s Board of Directors authorized its subsidiary Heritage Community Bank, Columbus, Indiana, to pursue a strategy to reduce their non-performing assets through a loan sale. A pool of approximately $17 million in substandard loans, primarily from the Heritage Community Bank affiliate, is expected to be sold in December 2003. The remainder of the loans in the pool are owned by the parent company, First Financial Bancorp. The additional provision for loan loss

9


expense reflecting the discount associated with the sale of loans is expected to approximate the anticipated gain from the sale of the Sunman office referenced in Note 9: Other Matters.

NOTE 9: OTHER MATTERS

During the third quarter of 2003, Bancorp’s subsidiary, Heritage Community Bank, Columbus, Indiana, signed an agreement with FCN Bank, NA, Brookville, Indiana, for the assumption of the deposits and the purchase of loans and facilities of Heritage Community Bank’s Sunman banking office. Subject to regulatory approval, the purchase is expected to be consummated in the fourth quarter of 2003.

Also, during the third quarter of 2003, the previously announced sale of a Community First Bank & Trust branch located in Chickasaw, Ohio, to Osgood State Bank was completed. This branch had $13,700 in deposits and no loans sold.

Under a previously approved program to repurchase common shares for general corporate purposes, Bancorp repurchased 1,111,700 shares during the first nine months of 2003.

Core deposit intangibles and mortgage servicing rights are to be amortized over their useful lives. Core deposit balances are being amortized over varying periods, none of which exceeds 10 years.

On April 30, 2004, Bancorp’s subsidiary, Indiana Lawrence Bank, North Manchester, Indiana, signed an agreement with Community State Bank, Royal Center, Indiana, for the assumption of approximately $4,500 in deposits, the purchase of approximately $8,000 in loans, and the purchase of the facilities of the Kewanna, Indiana, office. The impact of this sale is expected to be immaterial. Subject to regulatory approval, the sale is expected to be consummated on or before June 30, 2004.

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ITEM 2-MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES


(Unaudited, dollars in thousands)

SELECTED QUARTERLY FINANCIAL DATA

                       
    2003 2002
    
 
    Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
    
 
 
 
 
    (Dollars in thousands, except per share data)
Net Earnings $7,824  $10,610  $10,631  $11,601  $10,802 
Net earnings per share-basic  0.18   0.24   0.24   0.26   0.24 
Net earnings per share-diluted  0.18   0.24   0.24   0.26   0.24 
Average consolidated balance sheet items:                    
 Loans less unearned income  2,829,582   2,811,848   2,765,970   2,751,664   2,777,657 
 Investment securities  778,365   747,090   650,619   605,729   634,160 
 Other earning assets  15,845   13,619   40,751   44,556   15,518 
   
   
   
   
   
 
  Total earning assets  3,623,792   3,572,557   3,457,340   3,401,949   3,427,335 
 Total assets  3,894,426   3,841,251   3,730,744   3,670,699   3,678,706 
 Noninterest-bearing deposits  392,862   406,730   416,824   410,568   396,230 
 Interest-bearing deposits  2,592,383   2,536,477   2,487,612   2,487,086   2,498,098 
   
   
   
   
   
 
  Total deposits  2,985,245   2,943,207   2,904,436   2,897,654   2,894,328 
 Borrowings  486,825   481,731   410,100   356,646   367,367 
 Shareholders’ equity  372,957   371,219   374,236   376,515   386,211 
Key Ratios                    
Average equity to average total assets  9.58%  9.66%  10.03%  10.26%  10.50%
Return on average total assets  0.80%  1.11%  1.16%  1.25%  1.16%
Return on average equity  8.32%  11.46%  11.52%  12.22%  11.10%
Net interest margin  3.98%  4.17%  4.37%  4.60%  4.70%
Net interest margin (fully tax equivalent)  4.08%  4.28%  4.48%  4.72%  4.82%
                  ��  
  2004
 2003
  Mar. 31
 Dec. 31
 Sep. 30
 Jun. 30
 Mar. 31
  (Dollars in thousands, except per share data)
Net earnings $9,948  $8,841  $7,824  $10,610  $10,631 
Net earnings per share-basic  0.23   0.20   0.18   0.24   0.24 
Net earnings per share-diluted  0.23   0.20   0.18   0.24   0.24 
Average consolidated balance sheet items:
                    
Loans less unearned income  2,819,711   2,805,667   2,829,582   2,811,848   2,765,970 
Investment securities  799,823   798,727   778,365   747,090   650,619 
Other earning assets  12,279   13,559   15,845   13,619   40,751 
   
 
   
 
   
 
   
 
   
 
 
Total earning assets  3,631,813   3,617,953   3,623,792   3,572,557   3,457,340 
Total assets  3,894,900   3,886,012   3,894,426   3,841,251   3,730,744 
Noninterest-bearing deposits  395,894   399,611   392,862   406,730   416,824 
Interest-bearing deposits  2,530,912   2,553,934   2,592,383   2,536,477   2,487,612 
   
 
   
 
   
 
   
 
   
 
 
Total deposits  2,926,806   2,953,545   2,985,245   2,943,207   2,904,436 
Borrowings  542,380   516,952   486,825   481,731   410,100 
Shareholders’ equity  367,628   364,653   366,978   371,219   374,236 
Key Ratios
                    
Average equity to average total assets  9.44%  9.38%  9.42%  9.66%  10.03%
Return on average total assets  1.03%  0.90%  0.80%  1.11%  1.16%
Return on average equity  10.88%  9.62%  8.46%  11.46%  11.52%
Net interest margin  4.00%  3.74%  3.98%  4.17%  4.37%
Net interest margin (fully tax equivalent)  4.10%  3.84%  4.08%  4.28%  4.48%

NET INTEREST INCOME

Net interest income, theBancorp’s principal source of earnings, is the amount by which interest and fees generated by earning assets exceed the interest costs of liabilities obtained to fund them. For analytical purposes, net interest income is also presented in the table below adjusted to a tax equivalent basis assuming a 35% marginal tax rate for interest earned on tax-exempt assets such as municipal loans, tax-free leases, and investments. This is to recognize the income tax savings that facilitates a comparison between taxable and tax-exempt assets.

Net interest income for the first nine monthsquarter of 20032004 was $12,522$1,079 or 10.15%2.90% less than the same periodfirst quarter of 2003. Bancorp’s net interest margin for 2004 was 4.00% compared to 4.37% in 2002. 2003.

The major contributing factor to the decline in net interest income was the net interest margin compression Bancorp experienced during 2003 due to the asset sensitiveasset-sensitive position of Bancorp’s balance sheet. Bancorp’sThis margin compression was the result of the continued downward repricing of assets without a like decrease in deposit liability rates. The net interest margin decreasedbegan to 4.17%stabilize in the first nine monthsfourth quarter of 2003 from 4.74%and this positive trend continued into the first quarter of 2004. On a linked-quarter basis (first quarter 2004 compared to fourth quarter 2003), net interest income increased $2,064. Of this increase, approximately $1,500 is attributable to the negative impact of the accelerated amortization in the first nine monthsfourth quarter of 2002.2003 associated with a previously announced mobile home loan sale that closed as planned. Likewise, net interest margin on a linked-quarter basis increased 26 basis points to 4.00%. Of this increase in margin, 16 basis points is attributable

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to the fourth quarter 2003 impact of accelerated amortization. Bancorp also reviews net interest margin on a fully tax equivalent (non-GAAP) basis for peer comparison. Bancorp’s net interest margin on a fully tax equivalent basis decreased to 4.27%4.10% in the first nine monthsquarter of 20032004 compared with a 4.86%4.48% margin in the first nine months of 2002. This margin compression was due to continued downward repricing of assets without a point-for-point decrease in deposit liability rates. The continued repricing of adjustable and variable rate loans was the primary driver in loan interest in the first nine months of 2003 that was $19,926 or 12.59% lower than the comparable period a year ago. The margin compression was further compounded by ongoing payments in the loan portfolio that were reinvested in loan originations at lower yields due to the existing rate environment.

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Investment income declined by $4,182 or 16.86% from the same period in 2002. As interest rates declined, cash flows from mortgage-related investment prepayments and called securities accelerated, causing a redeployment of funds at lower yields. In the first nine months of 2003, interest income declined by $24,497 from the same period in 2002. A decline in total interest expense of $11,975 or 19.82% in the first nine months of 2003 versus the first nine months of 2002 did not offset the decline in interest income. The trust preferred securities issued by Bancorp raised the overall level of interest expense, but provided long-term funding primarily for stock repurchase activity.

Net interest income for the third quarter of 2003 was $4,210 or 10.37% less than the third quarter of 2002. Net interest margin compression was also the major contributing factor to this decline. Bancorp’s net interest margin decreased to 3.98% in the third quarter of 2003 from 4.70% in the third quarter of 2002. On a linked quarter basis (third quarter of 2003 compared to second quarter of 2003), net interest income decreased $806 or 2.17%.2003.

Average outstanding loan balances on a linked-quarter basis were 0.63% higher.1.94% higher than in the first quarter of 2003. The primary area of loan growth has been infrom the prior year was the residential real estate category. This increase was achieved notwithstanding the $35,000 of loans sold in December related to both the sale of the Sunman, Indiana, banking center and the distressed loan sale that was announced and completed in 2003. On a linked-quarter basis, the averagecommercial and real estate-mortgage portfolio increased by $25,595. From year-end, the real estate-mortgage portfolio increased $104,400 or 7.63%. Thatestate construction loans exhibited growth plus a slight increaseas demand improved primarily in installment loans, offset decreases in commercial, real estate-construction, credit card and lease financing for totalBancorp’s southwestern Ohio market. This loan growth contributed positively to net interest income.

Deposit balances decreased $16,484 or 0.56% from a year ago, while average deposit balances increased $22,370 or 0.77% from a year ago. Deposit balances were impacted by the sale of two banking centers since December 2002 of $72,217 or 2.63% on ending balances.

The thirdthe first quarter of 2003 marks the largest percentage increase in average deposits since the second quarter of 2001, despite the sale of the $13,700 Chickasaw office. While noninterest-bearingwhich reduced deposit balances decreasedby approximately $19,882 from year-end, interest-bearing deposit balances increased $71,088. Likewise,$53,000. Bancorp also opened three new banking centers in 2003, two of which were opened in the fourth quarter. Additionally, Bancorp opened a new banking center in Maineville, Ohio, in April of 2004 and plans to open three to five additional new banking centers in 2004 in growing markets.

                     
  Quarter Ended
 
  2004
 2003
  Mar. 31
 Dec. 31
 Sep. 30
 Jun. 30
 Mar. 31
  (Dollars in thousands)
Interest income $50,823  $49,055  $52,148  $53,335  $53,751 
Interest expense  14,666   14,962   15,775   16,156   16,515 
   
 
   
 
   
 
   
 
   
 
 
Net interest income  36,157   34,093   36,373   37,179   37,236 
Tax equivalent adjustment to interest income  860   885   900   918   938 
   
 
   
 
   
 
   
 
   
 
 
Net interest income (fully tax equivalent) $37,017  $34,978  $37,273  $38,097  $38,174 
   
 
   
 
   
 
   
 
   
 
 
Average earning assets  3,631,813   3,617,953   3,623,792   3,572,557   3,457,340 
Net interest margin *  4.00%  3.74%  3.98%  4.17%  4.37%
Net interest margin (tax equivalent adjustment)  4.10%  3.84%  4.08%  4.28%  4.48%

* Margins are calculated using net interest income annualized divided by average noninterest-bearing deposit balances decreased approximately $13,868 from the linked quarter, while interest-bearing deposit balances increased $55,906 from the linked quarter. Approximately $29,300 of this shift in balances was due to an account-type change by a significant customer.

                      
   Quarter Ended
   2003 2002
   
 
   Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
   
 
 
 
 
   (Dollars in thousands)
Interest income $52,148  $53,335  $53,751  $57,277  $59,536 
Interest expense  15,775   16,156   16,515   17,830   18,953 
   
   
   
   
   
 
 Net interest income  36,373   37,179   37,236   39,447   40,583 
Tax equivalent adjustment to interest income  900   918   938   984   1,017 
   
   
   
   
   
 
Net interest income (fully tax equivalent) $37,273  $38,097  $38,174  $40,431  $41,600 
   
   
   
   
   
 
earning assets

RATE/VOLUME ANALYSIS

The impact of changes in volume and interest rates on net interest income is illustrated in the following table. As shown, the effect of the increase in the volume of earning assets more than offset the effect of the increase in the volume of interest-bearing liabilities causing net interest income to increase $1,504. However, the decrease in market interest rates had a significant effect on Bancorp’s rates impacting both interest income and interest expense for both the nine months and quarter ended September 30, 2003March 31, 2004 in comparison to 2002.2003, more than offsetting the positive effect of the increase in volume. The effect of the decrease in rates alone caused net interest income to decline $2,583. The net effect of changes in rates and volumes resulted in net interest income decreasing by $1,079. The decrease in rates affected interest income more significantly than interest expense due to the asset-sensitive position of Bancorp’s balance sheet. Bancorp’s adjustable and variable rate loans repriced downward at a greater

12


magnitude than Bancorp was able to lower its deposit costs. The increase in volume on earning assets had a greater impact on net interest income than the increase in volume on interest-bearing liabilities for the quarter and the year partially offsetting the decline in net interest income caused by the decline in rates.

12


The change in interest due to the combined effect of both rate and volume has been allocated to the volume and rate variance on a prorated basis.

                         
                     
  Nine Months         Three Months        
  Ended Change Due To: Ended Change Due To:
  Sep. 30, 2003 
 Sep. 30, 2003 
  Over 2002 Rate Volume Over 2002 Rate Volume
  
 
 
 
 
 
  (Dollars in thousands)     (Dollars in thousands)    
Interest income $(24,497) $(28,494) $3,997  $(7,388) $(10,654) $3,266 
Interest expense  (11,975)  (13,601)  1,626   (3,178)  (4,513)  1,335 
   
   
   
   
   
   
 
Net interest income $(12,522) $(14,893) $2,371  $(4,210) $(6,141) $1,931 
   
   
   
   
   
   
 
             
  Three Months  
  Ended Change Due To:
  Mar. 31, 2004 
  Over 2003
 Rate
 Volume
  (Dollars in thousands)
Interest income $(2,928) $(5,550) $2,622 
Interest expense  (1,849)  (2,967)  1,118 
   
 
   
 
   
 
 
Net interest income $(1,079) $(2,583) $1,504 
   
 
   
 
   
 
 

OPERATING RESULTS

Net operating income represents net earnings before net securities transactions. Net operating income for the first nine monthsquarter of 2004 were $9,948 or $0.23 in diluted earnings per share versus $10,631 or $0.24 for the first quarter of 2003. Net securities losses for the first quarter of 2004 were $2 and net securities gains for the first quarter of 2003 was $29,007 which was a decrease of $7,620 or 20.80% from the same period in 2002.were $18. A major contributing factor to the decrease in net operating incomeearnings from a year ago was the $12,522$1,079 decrease in net interest income as outlined in the “Rate/Volume Analysis” and “Net Interest Income” sections. Noninterest expense which was $1,168 or 1.19% greater compared to$1,485 more than the same period a year ago also contributed to the decline in net operating income. Provisionearnings. A decline in the provision for loan loss expense was $2,713 lowerof $614 from the first quarter of 2003 and an increase in noninterest income of $591 for the same period helped offset the previously discussed negative variances.

Noninterest income increased $591 or 4.27% in the first nine monthsquarter of 20032004 compared to the same period in 2002. This positive variance2003. Service charges on deposit accounts increased slightly over 2003, improving less than 1.00%. Trust revenues increased $185 or 4.99% as a result of year-over-year market value improvements. Other noninterest income was positively impacted by a gain of approximately $522 on life insurance due to the death of a retired senior executive officer of a Bancorp affiliate in provision for loan loss expense2003, recapture of impairment on the mortgage-servicing assets of approximately $246, and increased insurance agency revenue, partially offset the negative variances discussed previously.

Noninterest income, excluding securities transactions, for the first nine months of 2003 was $43,165, an increase of 0.14% from the same period in 2002. Service charge income decreased $80 or 0.55% fromby a year ago. Trust revenues for the first nine months of 2003 were $794 or 6.82% less than the comparable period last year. Gainsdecrease on gains on the sale of mortgage loans increased $1,314 or 41.37% over last year. The other category of noninterest income decreased $378 or 2.76% from a year ago. Included as a reduction in other income for the first nine months of 2003 were impairment charges of $1,700 against the mortgage-servicing asset in a valuation reserve. There were no such charges in the same period in 2002.$843.

Total noninterest expense increased $1,168 or 1.19% infor the first nine monthsquarter of 20032004 increased $1,485 or 4.68% from the first nine monthsquarter of 2002. The single largest category of increase was salaries2003. Salaries and employee benefits increased $328 or 1.80%. In the benefits category, reduced healthcare costs were partially offset by increased pension expense. Net occupancy expenses for 2004 increased $127 or 6.11% as a result of increased building rent, depreciation, and related expenses. Data processing expense which was up $3,908increased $376 or 7.24%25.29% due primarily to a $3,100 pre-tax charge attributable to the Separation Agreementreclassification of certain credit card and Release for Bancorp’s former chief executive officer, Stanley N. Pontius, and a $530 increase in pension expense. Increased healthcare costs and the addition of staff in support and risk management functions also contributed to the increase in salaries and employee benefits expense. Data-processingmerchant processing expenses were down $1,494 from 2002 due to reduced expenses to third-party service providers as well as the inclusion of Project Renaissance expenses in 2002. Other noninterest expenses were down $954 or 3.95% also due to the inclusion of Project Renaissance expenses in 2002.

Net operating income for the third quarter of 2003 decreased $2,996 or 27.74% over the same three-month period in 2002. The decrease for the quarter was the result of decreased net interest

13


income, increased noninterest expense, partially offset by increased noninterest income and lower provision for loan loss expense.

Third quarter 2003 noninterest income, excluding securities transactions, was $15,101, an increase of 4.97% from the third quarter of 2002. Service charge income increased $73 or 1.49% from the same quarter a year ago. Trust revenues for the third quarter of 2003 were $169 or 4.46% less than the comparable period last year. Gains on the sale of mortgage loans increased $1,141 from a year ago. The other category of noninterest income decreased $330 or 6.81% from a year ago. A gain recorded from the sale of the Chickasaw office of Bancorp’s subsidiary, Community First Bank & Trust was basically offset by an impairment charge of $1,072 against the mortgage-servicing asset. This impairment charge was recorded in a valuation reserve which was included as a reduction in other income for the third quarter of 2003. There were no impairment charges in the third quarter of 2002.

Total noninterest expense increased $1,471 or 4.29% for the third quarter of 2003 from the third quarter of 2002. The single largest category of increase was salaries and employee benefits expense, up $3,643 or 20.22% due primarily to the $3,100 pre-tax charge attributable to the Separation Agreement and Release for Bancorp’s former chief executive officer, Stanley N. Pontius, discussed previously. In the third quarter of 2002, Project Renaissance expenses impacted the noninterest expense categories of furniture and equipment, data-processing, and other noninterest expense for a total of approximately $2,200. As a result of higher-than-normal 2002 expenses, 2003 furniture and equipment expense was down $277, data-processing expense was down $616 and otherexpense. Other noninterest expense was down $1,286 from 2002.impacted by costs associated with the mobile home loan sale completed in the quarter, direct consulting work in regard to Sarbanes-Oxley Section 404 internal control documentation and testing, and the executive search.

INCOME TAXES

For the first nine months of 2003, income tax expense was $14,073 compared to $17,408 for the same period in 2002, or a decrease of $3,335. In 2003, $14,111 of the tax expense was related to operating income with a tax benefit of $38 related to securities transactions. In the first nine months of 2002, income tax expense related to operating income was $17,406, with a tax expense related to securities transactions of $2.

Income tax expense for the thirdfirst quarter of 20032004 was $3,575,$4,806, a decrease of $1,135$676 when compared to $4,710$5,482 reported for the same period in 2002.2003. Tax expense relating to operating income totaled $3,565$4,807 and $4,710$5,472 for the quarters ended September 30,March 31, 2004 and 2003, and 2002, respectively, with a $10$1 tax expensebenefit related to securities transactions for the thirdfirst quarter of 20032004 and noa $10 tax expense for 2002.2003.

NET EARNINGS13

Net earnings for the first nine months of 2003 were $29,065 or $0.65 in diluted earnings per share compared to $36,634 or $0.79 in diluted earnings per share for the same period in 2002. Net securities gains through September 30, 2003 were $58 compared to $7 for the period ending September 30, 2002.

Net earnings for the third quarter of 2003 were $7,824 or $0.18 in diluted earnings per share versus $10,802 or $0.24 for the third quarter of 2002. Net securities gains for the third quarter of 2003 and 2002 were $18 and $0, respectively. The reasons for the decrease in net earnings were discussed under the “Operating Results” section.

14


ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level believed adequate by management to absorb estimated probable credit losses. Management’s periodic evaluation of the adequacy of the allowance is based on Bancorp’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The evaluation of these factors is completed by a group of senior officers from the financial, lending, and risk management, credit administration, financial, and lending areas.

The provision for loan losses totaled $11,520$2,600 for the ninethree months ended September 30, 2003March 31, 2004 or $2,713$614 less than the $14,233$3,214 recorded for the same period in 2002. For the quarters ended September 30, 2003 and 2002, the provision for loan losses totaled $4,364 and $5,189, respectively.2003. Net charge-offs of $11,017$2,699 for the first nine monthsquarter of 20032004 were $1,110$387 lower than the $12,127$3,086 for the same periodfirst quarter of 2003. Improvements in the level of commercial loans charged-off and strong recoveries on consumer loans previously charged-off positively impacted net charge-offs. The net charge-offs for the first quarter of 2004 were at the lowest level since December of 2002. The percentage of net charge-offs to average loans improved to 0.38% for 2004 compared to 0.45% for the year was 0.53% versus 0.58%same period in 2002.2003. Bancorp continued to maintain appropriate reserves with an allowance to ending loans ratio of 1.73% compared1.68% at quarter end versus 1.74% for the same period last year. Bancorp will continue to 1.76% a year ago. It is management’s belief thatclosely monitor the allowance forquality of its loan losses is adequate to absorb estimated probable credit losses.portfolio and respond accordingly.

At September 30,March 31, 2004 and 2003, and 2002, the recorded investment in loans that are considered to be impaired under FASB Statement No. 114 was $7,719$3,040 and $5,368,$6,674, respectively, mostall of which were on a nonaccrual basis. The related allowance for loan losses on these impaired loans was $2,162$1,240 at September 30,March 31, 2004, and $941 at March 31, 2003. At March 31, 2004 and 2003, and $1,206 at September 30, 2002. At September 30, 2003 and 2002, there were $488 and $1,498, respectively, ofno impaired loans that did not have an allowance for loan losses. The average recorded investment in impaired loans for the quarter ended September 30,March 31, 2004, and 2003, and 2002, was approximately $5,120$3,134 and $3,218.$7,343. For the nine months and quarter ended September 30, 2003,March 31, 2004, Bancorp recognized interest income on those impaired loans of $123 and $22$52 compared to $57 and $25$20 for the same period in 2002.2003. Bancorp recognizes income on impaired loans using the cash basis method. The table that follows indicates the activity in the allowance for loan losses for the quarters presented.

                      
   Quarter Ended
   2003 2002
   
 
   Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
   
 
 
 
 
   (Dollar in thousands)
Balance at beginning of period $48,876  $48,305  $48,177  $48,890  $47,709 
Provision for loan losses  4,364   3,942   3,214   1,941   5,189 
Loans charged off  (5,460)  (4,199)  (4,165)  (5,144)  (4,962)
Recoveries  900   828   1,079   2,490   954 
   
   
   
   
   
 
 Net charge-offs  (4,560)  (3,371)  (3,086)  (2,654)  (4,008)
   
   
   
   
   
 
Balance at end of period $48,680  $48,876  $48,305  $48,177  $48,890 
   
   
   
   
   
 
Ratios:                    
 Allowance to period end loans, net of unearned income  1.73%  1.73%  1.74%  1.75%  1.76%
 Recoveries to charge-offs  16.48%  19.72%  25.91%  48.41%  19.23%
 Allowance as a multiple of net charge-offs  10.68   14.50   15.65   18.15   12.20 
                     
  Quarter Ended
 
  2004
 2003
  Mar. 31
 Dec. 31
 Sep. 30
 Jun. 30
 Mar. 31
  (Dollar in thousands)
Balance at beginning of period $47,771  $48,680  $48,876  $48,305  $48,177 
Provision for loan losses  2,600   7,422   4,364   3,942   3,214 
Loans charged off  (4,282)  (9,482)  (5,460)  (4,199)  (4,165)
Recoveries  1,583   1,151   900   828   1,079 
   
 
   
 
   
 
   
 
   
 
 
Net charge-offs  (2,699)  (8,331)  (4,560)  (3,371)  (3,086)
   
 
   
 
   
 
   
 
   
 
 
Balance at end of period $47,672  $47,771  $48,680  $48,876  $48,305 
   
 
   
 
   
 
   
 
   
 
 
Ratios:                    
Allowance to period end loans, net of unearned income  1.68%  1.71%  1.73%  1.73%  1.74%
Recoveries to charge-offs  36.97%  12.14%  16.48%  19.72%  25.91%
Allowance as a multiple of net charge-offs  17.66   5.73   10.68   14.50   15.65 

1514


NONPERFORMING/UNDERPERFORMING ASSETS

Total underperforming assets, which includes nonaccrual loans, restructured loans, other real estate owned, and loans 90 days or more past due and still accruing, increased $2,797decreased $2,404 or 6.54% to $41,146$34,374 at the end of the thirdfirst quarter 20032004 from $38,349$36,778 at the end of the thirdfirst quarter 2002.2003. On a linked quarter basis (first quarter 2004 compared to fourth quarter 2003), total underperforming assets decreased $108.$506. Nonaccrual loans are composed primarily of commercial, multi-family, and 1-4 family residential properties. Nonaccrual loans decreased $305increased $2,310 from the thirdfirst quarter of 2002, and increased $1642003, while increasing $606 from the linked quarter. Restructured loans increased significantlydecreased to $6,532$3,373 from $691$6,291 a year ago. Restructured loans increased as Bancorp continues to strengthen its position on problem credits. Other real estate owned increased $1,435$434 from the thirdfirst quarter of 2002 and $6882003 while decreasing slightly from the linked quarter. Bancorp’s level of nonperforming assets isover the last several quarters has been reflective of the uncertain economy in the corporation’s primary markets in Ohio and Indiana. IfIn the first quarter of 2004, credit quality indicators stabilized and, in some cases, improved. The stabilization and improvement in regard to credit quality has been positively influenced by signs of economic improvement, strategies such as the fourth quarter 2003 distressed loan sale, and improved credit risk disciplines. Given the current economic conditions continue or decline,environment, Bancorp could see aexpects continued less-than-favorable impact on credit quality. Bancorp is actively addressing itsstable to improving credit quality trends through 2004 although moderate fluctuations could occur as Bancorp continues to work through credit issues.

Accruing loans past due 90 days or more for the thirdfirst quarter of 20032004 compared to the secondfirst quarter of 2003 decreased $304$2,230 and compared to the thirdlinked quarter decreased $527. This represents the lowest level of 2002 decreased $4,174.90 days past due loans in over five years. Accruing loans, including loans impaired under FASB Statement No. 114, which are past due 90 days or more, where there is not a likelihood of becoming current are transferred to nonaccrual loans. However, those loans which management believes will become current and therefore accruing are classified as “Accruing loans 90 days or more past due” until they become current. Bancorp does not have a concentration of credit in any particular industry.

The table that follows shows the categories thatwhich are included in nonperforming and underperforming assets.

                      
   Quarter Ended
   2003 2002
   
 
   Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
   
 
 
 
 
   (Dollar in thousands)
Nonaccrual loans $28,374  $28,210  $24,276  $21,456  $28,679 
Restructured loans  6,532   7,188   6,291   5,375   691 
Other real estate owned  3,054   2,366   2,636   2,792   1,619 
   
   
   
   
   
 
 Total nonperforming assets  37,960   37,764   33,203   29,623   30,989 
Accruing loans past due 90 days or more  3,186   3,490   3,575   6,818   7,360 
   
   
   
   
   
 
 Total underperforming assets $41,146  $41,254  $36,778  $36,441  $38,349 
   
   
   
   
   
 
Nonperforming assets as a percentage of loans, net of unearned income plus other real estate owned  1.34%  1.33%  1.19%  1.08%  1.11%
   
   
   
   
   
 
Underperforming assets as a percent of loans, net of unearned income plus other real estate owned  1.46%  1.46%  1.32%  1.32%  1.38%
   
   
   
   
   
 
                     
  Quarter Ended
 
  2004
 2003
  Mar. 31
 Dec. 31
 Sep. 30
 Jun. 30
 Mar. 31
  (Dollar in thousands)
Nonaccrual loans $26,586  $25,980  $28,374  $28,210  $24,276 
Restructured loans  3,373   3,821   6,532   7,188   6,291 
Other real estate owned  3,070   3,207   3,054   2,366   2,636 
   
 
   
 
   
 
   
 
   
 
 
Total nonperforming assets  33,029   33,008   37,960   37,764   33,203 
Accruing loans past due                    
90 days or more  1,345   1,872   3,186   3,490   3,575 
   
 
   
 
   
 
   
 
   
 
 
Total underperforming assets $34,374  $34,880  $41,146  $41,254  $36,778 
   
 
   
 
   
 
   
 
   
 
 
Nonperforming assets as a percentage of loans, net of unearned income plus other real estate owned  1.16%  1.18%  1.34%  1.33%  1.19%
   
 
   
 
   
 
   
 
   
 
 
Underperforming assets as a percent of loans, net of unearned income plus other real estate owned  1.21%  1.24%  1.46%  1.46%  1.32%
   
 
   
 
   
 
   
 
   
 
 

15


LIQUIDITY AND CAPITAL RESOURCES

Liquidity management is the process by which Bancorp provides for the continuing flow of funds necessary to meet its financial commitments on a timely basis. These commitments include withdrawals by depositors, funding credit commitments to borrowers, shareholder dividends, paying expenses of operations, and funding capital expenditures.

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Liquidity is derived primarily from deposit growth, maturing loans, the maturity of investment securities, access to other funding sources and markets, and a strong capital position. Total year-to-date average deposits are down 0.83%up $22,370 or 0.77% from the prior year. AverageHowever, average deposits on a linked quarter basis increased 1.43%decreased $26,739 or 0.91%. Short-term borrowings increased $128,292decreased $63,718 or 24.61% from year-end, while long-term borrowings increased $34,812,$31,636 or 9.80%, in conjunction with asset/liability management and funding strategies.

The principal source of asset-funded liquidity is marketable investment securities, particularly those of shorter maturities. At September 30, 2003,March 31, 2004, securities maturing in one year or less amounted to $51,028,$36,122, representing 6.43%4.61% of the total of the investment securities portfolio. In addition, other types of assets such as cash and due from banks, federal funds sold and securities purchased under agreements to resell, as well as loans and interest-bearing deposits with other banks maturing within one year, are sources of liquidity. Total asset-funded sources of liquidity at September 30, 2003,March 31, 2004, amounted to $698,412,$708,270, representing 17.69%18.07% of total assets. Sources of long-term asset funded liquidity are derived from the maturity of investment securities and maturing loans in excess of one year.

At September 30, 2003,March 31, 2004, Bancorp had classified $774,813$771,765 in investment securities available-for-sale. Management examines Bancorp’s liquidity needs in establishing this classification in accordance with the Financial Accounting Standards Board Statement No. 115 on accounting for certain investments in debt and equity securities.

Liquidity is very important and as such is both monitored and managed closely by the asset/liability committee at each affiliate. Liquidity may be used to fund capital expenditures. Capital expenditures were $6,257$2,077 for the first ninethree months of 2003.2004. In addition, remodeling is a planned and ongoing process given the 102109 offices of Bancorp and its subsidiaries. Material commitments for capital expenditures as of September 30, 2003March 31, 2004 were approximately $9,258$12,908 which primarily reflects commitments for twothree new branches.facilities. Two of these facilities are full-service branches, the other building is a multi-level facility designed to serve as a hub in First Financial Bank’s southeastern Butler County, Ohio market. Management believes that Bancorp has sufficient liquidity to fund its current commitments.

CAPITAL ADEQUACY

The Federal Reserve established risk-based capital requirements for U.S. banking organizations which have been adopted by the Office of Thrift Supervision for savings and loan associations. Risk weights are assigned to on-and off-balance sheet items in arriving at risk-adjusted total assets. Regulatory capital is divided by risk-adjusted total assets, with the resulting ratios compared to minimum standards to determine whether a bank has adequate capital.

Regulatory guidelines require a 4.00% Tier 1 capital ratio, an 8.00% total risk-based capital ratio, and a 4.00% leverage ratio. Tier 1 capital consists primarily of common shareholders’ equity, net of certain intangibles, and total risked-based capital is Tier 1 capital plus Tier 2 supplementary capital, which is primarily the allowance for loan losses subject to certain limits. The leverage ratio is a result of Tier 1 capital divided by average total assets less certain intangibles.

16


Bancorp’s Tier I ratio at September 30, 2003,March 31, 2004, was 12.92%13.19%, its total risked-based capital was 14.18%14.45% and its leverage ratio was 9.28%9.30%. While Bancorp subsidiaries’ ratios are well above regulatory requirements, management will continue to monitor the asset mix which affects these ratios due to the risk weights assigned various assets, and the allowance for loan losses, which influences the total risk-based capital ratio.

17


The following table below illustrates the risk-based capital calculations and ratios for the last five quarters.

                      
   Quarter Ended
   2003 2002
   
 
   Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
   
 
 
 
 
   (Dollar in thousands)
Tier I Capital                    
Shareholders’ equity $366,066  $372,083  $373,090  $377,603  $385,383 
 Add: Trust preferred securities  30,000   10,000   10,000   10,000   10,000 
 Less: Nonqualifying intangible assets  32,026   32,236   31,910   32,290   31,437 
 Less: Unrealized net securities gains  5,748   10,914   9,441   11,223   13,028 
   
   
   
   
   
 
Total tier I capital $358,292  $338,933  $341,739  $344,090  $350,918 
   
   
   
   
   
 
Total risk-based capital                    
Tier I capital $358,292  $338,933  $341,739  $344,090  $350,918 
Qualifying allowance for loan losses  34,830   34,078   33,923   34,249   34,219 
   
   
   
   
   
 
Total risk-based capital $393,122  $373,011  $375,662  $378,339  $385,137 
   
   
   
   
   
 
Risk weighted assets $2,772,571  $2,711,426  $2,699,431  $2,726,025  $2,722,820 
   
   
   
   
   
 
Risk-based ratios:                    
 Tier I  12.92%  12.50%  12.66%  12.62%  12.89%
   
   
   
   
   
 
 Total risk-based capital  14.18%  13.76%  13.92%  13.88%  14.14%
   
   
   
   
   
 
 Leverage  9.28%  8.90%  9.24%  9.46%  9.62%
   
   
   
   
   
 
                     
  Quarter Ended
 
  2004
 2003
  Mar. 31
 Dec. 31
 Sep. 30
 Jun. 30
 Mar. 31
  (Dollar in thousands)
Tier I Capital                    
Shareholders’ equity $370,815  $366,483  $366,066  $372,083  $373,090 
Add: Trust preferred securities  30,000   30,000   30,000   10,000   10,000 
Less: Nonqualifying intangible assets  32,862   31,352   32,026   32,236   31,910 
Less: Unrealized net securities gains  8,819   6,515   5,748   10,914   9,441 
   
 
   
 
   
 
   
 
   
 
 
Total tier I capital $359,134  $358,616  $358,292  $338,933  $341,739 
   
 
   
 
   
 
   
 
   
 
 
Total risk-based capital                    
Tier I capital $359,134  $358,616  $358,292  $338,933  $341,739 
Qualifying allowance for loan losses  34,197   34,119   34,830   34,078   33,923 
   
 
   
 
   
 
   
 
   
 
 
Total risk-based capital $393,331  $392,735  $393,122  $373,011  $375,662 
   
 
   
 
   
 
   
 
   
 
 
Risk weighted assets $2,722,261  $2,715,858  $2,772,571  $2,711,426  $2,699,431 
   
 
   
 
   
 
   
 
   
 
 
Risk-based ratios:                    
Tier I  13.19%  13.20%  12.92%  12.50%  12.66%
   
 
   
 
   
 
   
 
   
 
 
Total risk-based capital  14.45%  14.46%  14.18%  13.76%  13.92%
   
 
   
 
   
 
   
 
   
 
 
Leverage  9.30%  9.30%  9.28%  8.90%  9.24%
   
 
   
 
   
 
   
 
   
 
 

FORWARD-LOOKING INFORMATION

The Form 10-Q should be read in conjunction with the consolidated financial statements, notes and tablestable included elsewhere in the report and in the First Financial Bancorp. Annual Report on Form 10-K for the year ended December 31, 2002.2003.

Management’s analysis may contain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ from those discussed in the forward looking statements include, but are not limited to, the strength of the local economies in which operations are conducted, the effects of and changes in policies and laws of regulatory agencies, inflation, and interest rates. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to the 20022003 Form 10-K.

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of Bancorp comply with accounting principles generally accepted in the United States and conform to general practices within the banking industry. These policies require estimates and assumptions. Changes in underlying factors, assumptions, or

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estimates in any of these areas could have a material impact on Bancorp’s future financial condition and results of operations. In management’s opinion, some of these areas have a more significant impact than others on Bancorp’s financial reporting. For Bancorp, these areas currently include accounting for the allowance for loan losses, pension costs, and goodwill.

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Allowance for Loan Losses—The level of the allowance for loan losses is based upon management’s evaluation of the loan and lease portfolios, past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, and other pertinent factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The level of allowance maintained is believed by management to be adequate to cover losses inherent in the portfolio. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.

Pension — Pension—Bancorp sponsors a non-contributory defined benefit pension plan covering substantially all employees. In accordance with applicable accounting rules, Bancorp does not consolidate the assets and liabilities associated with the pension plan. At the end of 2002,2003, Bancorp’s fair value of the plan assets was less than its benefit obligation. Therefore, Bancorp recognized an accrued benefit liability. The measurement of the accrued benefit liability and the annual pension expense involves actuarial and economic assumptions. The assumptions used in pension accounting relate to the discount rates, the expected return on plan assets, and the rate of compensation increase.

Goodwill — Goodwill—Statement of Financial Accounting Standards No. 141 “Business Combinations” and No. 142 “Goodwill and Other Intangible Assets” were issued in June of 2001 and were effective for fiscal years beginning after December 15, 2001. Under these rules, goodwill and intangible assets deemed to have indefinite lives, if any, will no longer be amortized, but will be subject to annual impairment tests in accordance with the Statements. Bancorp has selected October 1 as its date for annual impairment testing.

ACCOUNTING AND REGULATORY MATTERS


The $14,574$10,353 in lease financing presented on Bancorp’s balance sheet in the loan portfolio was reviewed in the first quarter of 2003 and has been determined to be largely operating leases rather than direct financing leases, as they are currently reported. Due to the immateriality of the lease portfolio, amountsBancorp will only change the prospective reporting of similar transactions. Amounts currently presented as direct financing leases will continue to be reported as such until their maturity in approximately 129 months. The related balance sheet and income statement impact of the misclassification is immaterial. The difference in presentation between direct financing leases and operating leases is in the asset classification on the balance sheet and the timing and classification of the income from the transactions. Operating leases are reported as fixed assets with periodic depreciation expense and rental income, whereas direct financing leases are reported as loan assets with periodic interest income.

Management is not aware of any other events or regulatory recommendations that,which, if implemented, are likely to have a material effect on Bancorp’s liquidity, capital resources, or operations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As described in Bancorp’s Form 10-K for the year ended December 31, 2002,2003, Bancorp’s market risk is composed primarily of interest rate risk. There have been no material changes in market risk or the manner in which Bancorp manages market risk since December 31, 2002.

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2003.

ITEM 4. CONTROLS AND PROCEDURES

Bancorp has established controls and other procedures designed to ensure that the information required to be disclosed in this report is recorded, processed, summarized, and reported within the required time periods (the “disclosure controls and procedures”). Bancorp’s Interim Chief Executive Officer and Chief Financial Officer, together with other members of senior management, have evaluated the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, Bancorp’s Interim Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective (i) to ensure that material information relating to Bancorp, including its consolidated subsidiaries, is communicated to them on a timely basis, and (ii) to accomplish the purposes for which they were designed.

There were no changes in Bancorp’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, Bancorp’s internal control over financial reporting.

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PART II-OTHER INFORMATION

Item 5. Other information2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

(e)The following table shows the total number of shares repurchased in the first quarter of 2004.

Issuer Purchases of Equity Securities (1)

                 
  (a)
 
 (b)
 
 (c)
 
 (d)
 
          Total Number  
          of Shares Maximum Number
  Total Number Average Purchased as of Shares that may
  of Shares Price Paid Part of Publicly yet be purchased
Period
 Purchased
 Per Share
 Announced Plans
 Under the Plans
January 1 through                
January 31, 2004  36,000  $16.60   36,000   8,612,104 
February 1 through                
February 29, 2004  36,000   16.86   36,000   8,576,104 
March 1 through                
March 31, 2004  36,000   18.18   36,000   8,540,104 
   
 
   
 
   
 
     
Total  108,000  $17.21   108,000   8,540,104 
   
 
   
 
   
 
   
 
 

(1)Bancorp has two publicly announced stock repurchase plans under which it is currently authorized to purchase shares of its common stock. Neither of the plans expired during this quarter. The table below provides additional information regarding those plans.

   On August 26, 2003, the directors of First Financial Bancorp. accepted the resignation of Richard L. Alderson who had served on First Financial Bancorp.’s board since 1997.
 
  Total SharesMartin J. Bidwell, a member of First Financial Bancorp.’s board of directors since 1999, resigned from the board on September 30, 2003.
 
AnnouncementApproved forExpiration
Date
Repurchase
Date
2/25/2003  During the third quarter of 2003, Bancorp’s subsidiary, Heritage Community Bank, Columbus, Indiana, signed an agreement with FCN Bank, NA, Brookville, Indiana, for the assumption of the deposits and the purchase of loans and facilities of Heritage Community Bank’s Sunman banking office. Subject to regulatory approval, the purchase is expected to be consummated in the fourth quarter of 2003.2,243,715None
1/25/20007,507,500None

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Item 6. Exhibits and Reports on Form 8-K8-K.

(a) Exhibits:

 31.1 Certification by Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 31.2 Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 32.1 Certification of Periodic Financial Report by Interim Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 32.2 Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

 (1) On July 21, 2003,January 20, 2004, a Form 8-K was filed reporting the issuance of the secondearnings press release for the fourth quarter of 2003, Press Release.which included the results of operations and financial condition for that period.
(2)On January 29, 2004, a Form 8-K was filed reporting the blackout period on trading First Financial Bancorp. equity securities, which was to continue through the week of February 22, 2004, had ended early on January 29, 2004.

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SIGNATURES

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

   
  FIRST FINANCIAL BANCORP.
(Registrant)
  
  (Registrant)
   
/s/ C. Douglas Lefferson /s/ J. Franklin Hall

 
C. Douglas Lefferson
Senior Vice President and
Chief Financial Officer
 J. Franklin Hall
Senior Vice President and
Vice President and Controller
Chief Financial Officer
(Principal Accounting Officer)
   
Date 11/5/07/0304 Date 11/5/07/0304


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