First Financial Bancorp. (FFBC) 8-K First Financial Bancorp Reports Second Quarter 2011 Financial Results

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):      July 28, 2011 

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	0-12379	31-1042001
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)
201 East Fourth Street, Suite 1900
Cincinnati, Ohio		45202
(Address of principal executive offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K First Financial Bancorp.

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2011, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the first six months and second quarter of 2011.  A copy of the earnings press release is attached as Exhibit 99.1.

The earnings press release includes some non-GAAP financial measures.  The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled “Consolidated Financial Highlights” under the section “Key Financial Ratios.”  It also appears in the two tables entitled “Consolidated Quarterly Statements of Income”, as well as the “Consolidated Statements of Income” under “Additional Data”.  The second non-GAAP measure appears in the tables entitled “Additional Data” at the bottom of the two “Consolidated Quarterly Statements of Income” pages and the “Consolidated Statements of Income” page.  The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate.  Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis.  Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

Below is a table showing “net interest income” calculated and presented in accordance with GAAP and the adjustments made to arrive at the non-GAAP financial measure “net interest income – tax equivalent.”  The table also shows “net interest margin” calculated and presented in accordance with GAAP and the method used to arrive at the non-GAAP financial measure “net interest margin (fully tax equivalent).”

	Three Months Ended															Six Months Ended
	June 30,			Mar. 31,			Dec. 31,			Sep. 30,			June 30,			June 30,
	2011			2011			2010			2010			2010			2011			2010
				(Dollars in thousands)
Net interest income	$	65,867		$	67,335		$	67,906		$	67,846		$	67,738		$	133,202		$	139,758
Tax equivalent adjustment		240			238			220			222			212			478			424
Net interest income - tax equivalent	$	66,107		$	67,573		$	68,126		$	68,068		$	67,950		$	133,680		$	140,182
Average earning assets		5,733,604			5,772,224			5,792,624			5,867,311			6,000,760			5,752,807			5,986,114
Net interest margin*		4.61	%		4.73	%		4.65	%		4.59	%		4.53	%		4.67	%		4.71	%
Net interest margin (fully tax equivalent)*		4.62	%		4.75	%		4.67	%		4.60	%		4.54	%		4.69	%		4.72	%

*  Margins are calculated using net interest income annualized divided by average earning assets.

The earnings press release also includes some non-GAAP ratios in the “Consolidated Financial Highlights” page.  These ratios are:  (1) Return on average tangible common shareholders' equity; (2) Ending tangible common equity as a percent of ending tangible assets; (3) Ending tangible common equity as a percent of risk-weighted assets; (4) Average tangible common equity as a percent of average tangible assets; and (5) Tangible book value per common share.  The Ending tangible common equity as a percent of ending tangible assets and Average tangible common equity as a percent of average tangible assets are also shown in the “Regulatory Capital” section of the “Capital Adequacy” page in the earnings release.  The following table provides a reconciliation of these ratios to GAAP.  The company considers these critical metrics with which to analyze banks.  The ratios have been included in the earnings press release to facilitate a better understanding of the company’s capital structure and financial condition.

	Three Months Ended															Six Months Ended
	June 30,			Mar. 31,			Dec. 31,			Sep. 30,			June 30,			June 30,
	2011			2011			2010			2010			2010			2011			2010
	(Dollars in thousands, except per share data)
Net income available to common shareholders (a)	$	15,973		$	17,207		$	14,300		$	15,579		$	17,774		$	33,180		$	27,507
Average total shareholders' equity	$	707,750		$	695,062		$	697,016		$	684,112		$	671,051		$	701,441		$	675,286
Less:
Average Preferred stock		0			0			0			0			0			0			(23,629	)
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(4,847	)		(5,227	)		(5,604	)		(6,049	)		(6,614	)		(4,847	)		(6,614	)
Average tangible common equity (b)		651,083			638,015			639,592			626,243			612,617			644,774			593,223
Add back: Average preferred stock		0			0			0			0			0			0			23,629
Average tangible shareholders' equity (c)		651,083			638,015			639,592			626,243			612,617			644,774			616,852
Total shareholders' equity		721,762			707,964			697,394			690,931			681,556			721,762			681,556
Less:
Preferred stock		0			0			0			0			0			0			-
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(4,847	)		(5,227	)		(5,604	)		(6,049	)		(6,614	)		(4,847	)		(6,614	)
Tangible common equity (d)		665,095			650,917			639,970			633,062			623,122			665,095			623,122
Add back: Preferred stock		0			0			0			0			0			0			0
Tangible shareholders' equity (e)		665,095			650,917			639,970			633,062			623,122			665,095			623,122
Total assets		6,041,607			6,314,481			6,250,225			6,154,500			6,583,635			6,041,607			6,583,635
Less:
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(4,847	)		(5,227	)		(5,604	)		(6,049	)		(6,614	)		(4,847	)		(6,614	)
Ending tangible assets (f)		5,984,940			6,257,434			6,192,801			6,096,631			6,525,201			5,984,940			6,525,201
Risk-weighted assets (g)		3,381,822			3,374,945			3,687,224			3,595,295			3,628,978			3,381,822			3,628,978
Total average assets		6,219,754			6,266,408			6,270,480			6,408,479			6,621,021			6,242,952			6,634,208
Less:
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(4,847	)		(5,227	)		(5,604	)		(6,049	)		(6,614	)		(4,847	)		(6,614	)
Average tangible assets (h)		6,163,087			6,209,361			6,213,056			6,350,610			6,562,587			6,186,285			6,575,774
Ending common shares outstanding (i)		58,259,440			58,286,890			58,064,977			58,057,934			58,062,655			58,259,440			58,062,655
Ratios
Return on average tangible common shareholders' equity (a)/(b)		9.84	%		10.94	%		8.87	%		9.87	%		11.64	%		10.38	%		9.35	%
Ending tangible common equity as a percent of:
Ending tangible assets (d)/(f)		11.11	%		10.40	%		10.33	%		10.38	%		9.55	%		11.11	%		9.55	%
Risk-weighted assets (d)/(g)		19.67	%		19.29	%		17.36	%		17.61	%		17.17	%		19.67	%		17.17	%
Average tangible common equity as a percent of average tangible assets (b)/(h)		10.56	%		10.28	%		10.29	%		9.86	%		9.33	%		10.42	%		9.02	%
Tangible book value per common share (d)/(i)	$	11.42		$	11.17		$	11.02		$	10.90		$	10.73		$	11.42		$	10.73
Ending tangible shareholders' equity to ending tangible assets (e)/(f)		11.11	%		10.40	%		10.33	%		10.38	%		9.55	%		11.11	%		9.55	%
Average tangible shareholders' equity to average tangible assets (c)/(h)		10.56	%		10.28	%		10.29	%		9.86	%		9.33	%		10.42	%		9.38	%

Item 9.01 Exhibits.

(d)  Exhibits:

The following exhibits shall not be deemed to be “filed” for purposes of the Securities Act.

99.1 First Financial Bancorp. Press Release dated July 28, 2011 – Furnished.

99.2 First Financial Bancorp. July 29, 2011 Earnings Call slides – Furnished.

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.
By:	/s/ J. Franklin Hall
	J. Franklin Hall
	Executive Vice President and
	Chief Financial Officer

Date:  July 28, 2011

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated July 28, 2011.
99.2	First Financial Bancorp. July 29, 2011 Earnings Call slides.