First Financial Bancorp.(FFBC) - 2024 Q3 - Quarterly Report

Filing Information General Information First Financial Bancorp. (FFBC) filed Form 10-Q for the quarter ended September 30, 2024, confirming its status as a large accelerated filer with 95,489,153 shares outstanding as of November 6, 2024 - First Financial Bancorp. (FFBC) filed Form 10-Q for the quarter ended September 30, 2024[1] - The registrant is classified as a large accelerated filer[3] Shares Outstanding | Metric | Value | | :----- | :---- | | Shares Outstanding (as of Nov 6, 2024) | 95,489,153 | Table of Content This section provides an index to the various parts and items of the Form 10-Q, including financial statements, management's discussion and analysis, market risk disclosures, controls and procedures, and other information - The report includes Part I (Financial Information) and Part II (Other Information)[5] - Part I covers Financial Statements, Management's Discussion and Analysis, Quantitative and Qualitative Disclosures about Market Risk, and Controls and Procedures[5] - Part II includes Legal Proceedings, Risk Factors, Unregistered Sales of Equity Securities, Other Information, and Exhibits[5] Glossary of Abbreviations and Acronyms This section provides a glossary of abbreviations and acronyms used throughout the Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations - A glossary of abbreviations and acronyms is provided for terms used in the financial statements and MD&A[6] - Key terms include ABL (Asset backed lending), ACL (Allowance for credit losses), AFS (Available-for-sale), GAAP (U.S. Generally Accepted Accounting Principles), NII (Net interest income), and SOFR (Secured Overnight Financing Rate)[7] Part I - FINANCIAL INFORMATION Item 1 - Financial Statements This section presents the unaudited consolidated financial statements of First Financial Bancorp. for the periods ended September 30, 2024, and December 31, 2023, including balance sheets, income statements, comprehensive income statements, statements of changes in shareholders' equity, and cash flow statements, along with detailed notes Consolidated Balance Sheets The Consolidated Balance Sheets show an increase in total assets and shareholders' equity from December 31, 2023, to September 30, 2024, primarily driven by growth in loans and leases and an increase in total deposits Consolidated Balance Sheet Metrics | Metric | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :-------------------------------- | :----------------------- | :----------- | | Total assets | $18,146,332 | $17,532,900 | | Total loans and leases | $11,553,072 | $10,933,176 | | Total deposits | $13,947,754 | $13,360,797 | | Total shareholders' equity | $2,450,438 | $2,267,974 | - Total assets increased by $613.4 million (3.5%) from December 31, 2023, to September 30, 2024[8] - Net loans and leases increased by $602.5 million (5.6%) over the nine-month period[8] Consolidated Statements of Income Net income for the three months ended September 30, 2024, decreased compared to the same period in 2023, primarily due to a significant net loss on investment securities and higher interest expense, despite an increase in total interest income Consolidated Statements of Income Metrics | Metric | Three months ended Sep 30, 2024 (in thousands) | Three months ended Sep 30, 2023 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2023 (in thousands) | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total interest income | $257,119 | $232,091 | $750,524 | $664,567 | | Total interest expense | $101,559 | $76,636 | $292,913 | $190,562 | | Net interest income | $155,560 | $155,455 | $457,611 | $474,005 | | Provision for credit losses - loans and leases | $9,930 | $12,907 | $39,506 | $34,270 | | Total noninterest income | $45,701 | $56,628 | $153,714 | $165,429 | | Total noninterest expenses | $125,759 | $122,044 | $371,688 | $359,352 | | Net income | $52,451 | $63,061 | $163,945 | $199,131 | | Net earnings per common share - basic | $0.56 | $0.67 | $1.74 | $2.12 | | Net earnings per common share - diluted | $0.55 | $0.66 | $1.72 | $2.09 | - Net income decreased by $10.6 million (16.8%) for the three months ended September 30, 2024, compared to the same period in 2023[9] - Net gain (loss) on investment securities significantly impacted noninterest income, showing a loss of $17.5 million in Q3 2024 vs. a loss of $0.06 million in Q3 2023[9] Consolidated Statements of Comprehensive Income (Loss) Comprehensive income for the three months ended September 30, 2024, significantly increased compared to the prior year, primarily driven by a substantial unrealized gain on debt securities during the period, offsetting a decrease in net income Consolidated Statements of Comprehensive Income (Loss) Metrics | Metric | Three months ended Sep 30, 2024 (in thousands) | Three months ended Sep 30, 2023 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2023 (in thousands) | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $52,451 | $63,061 | $163,945 | $199,131 | | Unrealized gain (loss) on debt securities | $87,497 | $(55,397) | $78,312 | $(49,808) | | Other comprehensive income (loss) | $91,147 | $(56,995) | $77,557 | $(51,342) | | Comprehensive income (loss) | $143,598 | $6,066 | $241,502 | $147,789 | - Comprehensive income for Q3 2024 was $143.6 million, a significant increase from $6.1 million in Q3 2023, mainly due to an $87.5 million unrealized gain on debt securities[10] Consolidated Statements of Changes in Shareholders' Equity Shareholders' equity increased from July 1, 2024, to September 30, 2024, primarily due to net income and other comprehensive income, partially offset by cash dividends declared Consolidated Statements of Changes in Shareholders' Equity Metrics | Metric | Balance at July 1, 2024 (in thousands) | Balance at Sep 30, 2024 (in thousands) | | :------------------------------------ | :---------------------- | :---------------------- | | Common Stock Amount | $1,635,705 | $1,639,045 | | Retained Earnings | $1,204,844 | $1,234,375 | | Accumulated other comprehensive income (loss) | $(323,409) | $(232,262) | | Treasury stock, at cost | $(190,701) | $(190,720) | | Total Shareholders' Equity | $2,326,439 | $2,450,438 | - Total shareholders' equity increased by $124.0 million during the third quarter of 2024[12] - Cash dividends declared for common stock were $0.24 per share in Q3 2024, totaling $22.9 million[12] Consolidated Statements of Cash Flows Net cash provided by operating activities decreased significantly for the nine months ended September 30, 2024, compared to 2023, while investing activities used more cash, and financing activities shifted from a net use to a net provision of cash Consolidated Statements of Cash Flows Metrics | Activity | Nine months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2023 (in thousands) | | :-------------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $188,098 | $370,800 | | Net cash provided by (used in) investing activities | $(603,857) | $(187,581) | | Net cash provided by (used in) financing activities | $393,318 | $(170,385) | | Change in cash and due from banks | $(22,441) | $12,834 | | Cash and due from banks at end of period | $190,618 | $220,335 | - Operating cash flow decreased by $182.7 million (49.3%) year-over-year[15] - Net cash from financing activities saw a positive swing of $563.7 million, primarily due to an increase in total deposits[15] Notes to Consolidated Financial Statements (unaudited) This section provides detailed disclosures and explanations for the consolidated financial statements, covering significant accounting policies, recently adopted and issued accounting standards, investments, loans and leases, allowance for credit losses, leases (lessee and lessor), goodwill and other intangible assets, borrowings, accumulated other comprehensive income (loss), derivatives, commitments and contingencies, income taxes, employee benefit plans, revenue recognition, earnings per common share, fair value disclosures, and business combinations NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with GAAP and Form 10-Q instructions, reflecting all necessary recurring adjustments. Management uses estimates, assumptions, and judgments that may differ from actual realized amounts - Interim financial statements are prepared per Form 10-Q and Article 10 of Regulation S-X, and should be read with the 2023 Form 10-K[19] - Preparation of financial statements requires management estimates, assumptions, and judgments, which may differ from actual results[20] NOTE 2: ACCOUNTING STANDARDS RECENTLY ADOPTED OR ISSUED First Financial adopted ASU 2023-02 in 2024, allowing the proportional amortization method for qualifying tax equity investments, resulting in a $0.6 million increase to retained earnings. ASU 2022-02 was adopted in 2023, eliminating TDR guidance and enhancing vintage disclosures. Future standards, ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Tax Disclosures), are expected to increase disclosures but not materially impact operations - ASU 2023-02 (Investments—Equity Method and Joint Ventures) was adopted in 2024, allowing proportional amortization for qualifying tax equity investments[20][21] - The adoption of ASU 2023-02 resulted in a $0.6 million net increase to retained earnings as of January 1, 2024[21] - ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Tax Disclosures) are effective for fiscal years beginning after December 15, 2023, and 2024, respectively, and are expected to result in additional disclosures but no material impact on operations[23][24] NOTE 3: INVESTMENTS First Financial recognized $9.7 million in impairment losses on available-for-sale (AFS) securities in Q3 2024 due to credit deterioration and intent to sell. The company also sold $347.4 million of AFS securities in the nine months ended September 30, 2024, realizing $1.1 million in gains and $6.9 million in losses. Unrealized losses on debt securities decreased from $282.0 million at December 31, 2023, to $203.6 million at September 30, 2024, primarily due to lower interest rates - Impairment losses of $9.7 million on AFS securities were recognized during the three and nine months ended September 30, 2024, due to credit deterioration[27] Sales and Gains/Losses on AFS Securities | Metric | Nine months ended Sep 30, 2024 | | :------------------------------------ | :----------------------------- | | Sales of AFS securities | $347.4 million | | Gross realized gains on AFS sales | $1.1 million | | Gross realized losses on AFS sales | $6.9 million | | Proceeds from sale of Class B Visa shares | $11.6 million | | Gross realized gains on Class B Visa shares | $2.2 million | Unrealized Losses on Debt Securities | Metric | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------------ | :----------- | :----------- | | Unrealized after-tax loss on debt securities | $203.6 million | $282.0 million | | Unrealized losses on HTM securities | $6.9 million | $8.6 million | NOTE 4: LOANS AND LEASES First Financial offers diverse commercial and consumer loan products, primarily in Ohio, Indiana, Kentucky, and Illinois, with specialty lending platforms extending nationwide. The company categorizes commercial loans by credit grades (Pass, Special Mention, Substandard, Doubtful) and consumer loans by repayment performance. Financial Difficulty Modifications (FDMs) were granted, with a total amortized cost basis of $11.473 million in Q3 2024, primarily for term extensions in construction real estate. Nonaccrual loans totaled $65.439 million as of September 30, 2024 - Lending activities are concentrated in Ohio, Indiana, Kentucky, and Illinois, with specialty lending platforms (insurance premium, equipment lease, franchise financing) extending beyond[43] Financial Difficulty Modifications and Nonaccrual Loans | Loan Category | Sep 30, 2024 (Amortized Cost Basis, in thousands) | Dec 31, 2023 (Amortized Cost Basis, in thousands) | | :-------------------------------- | :---------------------------------- | :---------------------------------- | | Total FDMs granted (Q3) | $11,473 | $3,590 | | Total FDMs granted (YTD) | $28,987 | $8,506 | | Nonaccrual loans | $65,439 | $65,753 | - FDMs in Q3 2024 primarily involved term extensions ($10.5 million) for construction real estate[58] NOTE 5: ALLOWANCE FOR CREDIT LOSSES The Allowance for Credit Losses (ACL) for loans and leases increased to $158.8 million as of September 30, 2024, from $141.4 million at December 31, 2023, primarily due to loan growth and credit migration. Net charge-offs for Q3 2024 were $7.3 million, and the provision for credit losses on loans and leases was $9.9 million. The ACL for unfunded commitments was $17.1 million Allowance for Credit Losses | Metric | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :------------------------------------ | :----------- | :----------- | | ACL - loans and leases | $158,831 | $141,433 | | ACL as % of period-end loans | 1.37% | 1.29% | | ACL - unfunded commitments | $17,100 | $18,400 | | Total ACL (funded and unfunded) | $175,931 | $159,833 | Provision and Net Charge-offs | Metric | Three months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | | :------------------------------------ | :------------------------------ | :----------------------------- | | Provision for credit losses - loans and leases | $9,930 | $39,506 | | Net charge-offs - loans and leases | $7,284 | $22,108 | | Provision for credit losses - unfunded commitments | $694 | $(1,279) | - The ACL increase was primarily driven by loan growth and credit migration during the year[97][307] NOTE 6: LEASES - LESSEE First Financial's lessee contracts are primarily operating leases for real estate, recognized on the balance sheet as Right-of-Use (ROU) assets and corresponding lease liabilities. As of September 30, 2024, ROU assets were $51.5 million and lease liabilities were $61.5 million. Lease expense for Q3 2024 was $2.429 million - Most of the company's lessee contracts are operating leases for real estate (branches, ATMs, office space)[104] Right-of-Use Assets and Lease Liabilities | Metric | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :-------------------------------- | :----------- | :----------- | | Right-of-Use (ROU) assets | $51,500 | $54,200 | | Lease liability | $61,500 | $64,500 | Total Operating Lease Cost | Metric | Three months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | | :------------------------ | :------------------------------ | :----------------------------- | | Total operating lease cost | $2,429 | $8,044 | NOTE 7: OPERATING LEASES - LESSOR First Financial provides financing for equipment through operating leases, which were $201.1 million at September 30, 2024. Lease income from these activities was $14.6 million for Q3 2024, with related depreciation expense of $11.9 million - Operating leases, where First Financial is the lessor, were $201.1 million at September 30, 2024, net of accumulated depreciation[114] Lease Income and Depreciation Expense | Metric | Three months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | | :-------------------------- | :------------------------------ | :----------------------------- | | Lease income | $14,600 | $39,100 | | Depreciation expense | $11,900 | $31,800 | NOTE 8: GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill remained at $1.01 billion at September 30, 2024, with $1.8 million added in Q1 2024 from the Agile Premium Finance acquisition. Other intangible assets, including customer lists and mortgage servicing rights, totaled $81.5 million. No goodwill impairment was indicated as of September 30, 2024 Goodwill and Other Intangibles | Metric | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :------------------------------------ | :----------- | :----------- | | Goodwill | $1,007,656 | $1,005,868 | | Other intangibles | $81,547 | $83,949 | - Goodwill increased by $1.8 million in Q1 2024 due to the acquisition of Agile Premium Finance[118] - No goodwill impairment was indicated as of the most recent annual test (October 1, 2023) or as of September 30, 2024[120] NOTE 9: BORROWINGS Total short-term borrowings decreased to $811.7 million at September 30, 2024, from $937.8 million at December 31, 2023, primarily due to lower FHLB short-term borrowings and other short-term borrowings. Long-term debt remained stable at $344.1 million Borrowings | Metric | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :-------------------------- | :----------- | :----------- | | FHLB short-term borrowings | $765,000 | $800,000 | | Other short-term borrowings | $46,653 | $137,814 | | Total short-term borrowings | $811,653 | $937,814 | | Total long-term debt | $344,086 | $344,115 | - A $120.0 million subordinated note issued in 2015 is no longer eligible for Tier 2 capital due to being within one year of maturity[133] - A $150.0 million fixed-to-floating rate subordinated note issued in 2020 is eligible for 100% Tier 2 capital[134] NOTE 10: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Accumulated other comprehensive income (loss) improved significantly, moving from a loss of $(323.4) million at July 1, 2024, to $(232.3) million at September 30, 2024, primarily due to a substantial unrealized gain on debt securities Accumulated Other Comprehensive Income (Loss) | Metric | Balance at July 1, 2024 (in thousands) | Balance at Sep 30, 2024 (in thousands) | | :------------------------------------ | :---------------------- | :---------------------- | | Accumulated other comprehensive income (loss) | $(323,409) | $(232,262) | | Unrealized gain (loss) on debt securities (net of tax) | $87,497 | $87,497 | | Unrealized gain (loss) on derivatives (net of tax) | $3,116 | $3,116 | - The improvement in AOCI was largely driven by an $87.5 million unrealized gain on debt securities (net of tax) during the three months ended September 30, 2024[138] NOTE 11: DERIVATIVES First Financial uses derivative instruments to manage interest rate, prepayment, and foreign currency risks, and for commercial customers. These include interest rate client derivatives ($2.2 billion notional), foreign exchange contracts ($7.4 billion notional), and cash flow hedges ($1.0 billion notional). Commodity contracts were introduced in August 2024. Most derivatives are economic hedges but do not qualify for accounting hedge treatment - First Financial uses derivatives for risk management (interest rate, prepayment, foreign currency) and for commercial customers, not for speculative purposes[144][145] Derivative Instruments | Derivative Type | Notional Amount (Sep 30, 2024) | Fair Value (Sep 30, 2024, in thousands) | | :------------------------------------ | :----------------------------- | :------------------------ | | Interest rate client derivatives | $2.2 billion | $51,100 | | Foreign exchange contracts | $7.4 billion | $4,600 | | Commodity contracts (new in Aug 2024) | $300 thousand | $200 | | Cash flow hedges | $1.0 billion | $4,500 (gain) | - Cash flow hedges (interest rate collars and floors) are used to mitigate interest rate risk on variable-rate commercial loan pools, with a $2.3 million loss recorded in AOCI as of September 30, 2024[154][157] NOTE 12: COMMITMENTS AND CONTINGENCIES First Financial had $4.1 billion in commitments to extend credit and $60.9 million in letters of credit as of September 30, 2024. The company also participates in risk participation agreements for interest rate swaps ($323.8 million notional) and invests in affordable housing and other tax credit projects, with $83.5 million in unfunded commitments Commitments and Contingencies | Commitment Type | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------ | :----------- | :----------- | | Commitments to extend credit | $4.1 billion | $4.5 billion | | Letters of credit | $60,900 thousand | $34,900 thousand | | Risk participation agreements (notional) | $323,800 thousand | $341,700 thousand | | Unfunded tax credit investments | $83,500 thousand | $96,400 thousand | - The company adopted ASU 2023-02, applying the proportional amortization method to certain HTC investments, resulting in a $0.6 million adjustment to retained earnings[176] - No reserves related to litigation matters were recorded as of September 30, 2024, or December 31, 2023[181] NOTE 13: INCOME TAXES Income tax expense for Q3 2024 was $12.4 million, with an effective tax rate of 19.2%, lower than 2023 due to tax credits and lower taxable income. For the nine months ended September 30, 2024, the effective tax rate was 18.6% Income Tax Expense and Effective Tax Rate | Metric | Three months ended Sep 30, 2024 (in thousands) | Three months ended Sep 30, 2023 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2023 (in thousands) | | :-------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Income tax expense | $12,427 | $15,305 | $37,465 | $48,074 | | Effective tax rate | 19.2% | 19.5% | 18.6% | 19.4% | - The lower effective tax rate in 2024 is primarily driven by tax credits realized and lower taxable income[183] - No unrecognized tax benefits, interest, or penalties were recorded at September 30, 2024, or December 31, 2023[184] NOTE 14: EMPLOYEE BENEFIT PLANS First Financial sponsors a non-contributory defined benefit pension plan, which is over-funded. Net periodic benefit cost for the nine months ended September 30, 2024, was $4.496 million, an increase from $2.634 million in the prior year - The company sponsors a non-contributory defined benefit pension plan, which is over-funded[186][187] Net Periodic Benefit Cost | Metric | Three months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | | :-------------------------- | :------------------------------ | :----------------------------- | | Net periodic benefit cost (income) | $1,546 | $4,496 | - No cash contributions were made to the pension plan during the nine months ended September 30, 2024, and none are expected for the remainder of 2024[187] NOTE 15: REVENUE RECOGNITION The majority of First Financial's revenues are outside the scope of ASU 2014-09 (Revenue from Contracts with Customers). Income sources within scope, such as service charges on deposit accounts, wealth management fees, bankcard income, and foreign exchange spot income, are recognized when performance obligations are satisfied - Most revenues are outside ASU 2014-09 scope, including income from loans, leases, securities, derivatives, and foreign exchange (excluding spot)[189] - In-scope revenues (service charges, wealth management, bankcard, foreign exchange spot) are recognized when performance obligations are satisfied[189] In-Scope Revenue Types | Revenue Type | Three months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | | :------------------------ | :------------------------------ | :----------------------------- | | Gross interchange income | $7,600 | $22,500 | | Foreign exchange spot income | $2,300 | $7,800 | NOTE 16: EARNINGS PER COMMON SHARE Basic earnings per common share for Q3 2024 was $0.56, and diluted EPS was $0.55. For the nine months ended September 30, 2024, basic EPS was $1.74 and diluted EPS was $1.72 Earnings Per Common Share | Metric | Three months ended Sep 30, 2024 (in thousands) | Three months ended Sep 30, 2023 (in thousands) | Nine months ended Sep 30, 2024 (in thousands) | Nine months ended Sep 30, 2023 (in thousands) | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income available to common shareholders | $52,451 | $63,061 | $163,945 | $199,131 | | Weighted average shares outstanding - basic | 94,473,666 | 94,030,275 | 94,377,010 | 93,896,716 | | Net earnings per common share - basic | $0.56 | $0.67 | $1.74 | $2.12 | | Net earnings per common share - diluted | $0.55 | $0.66 | $1.72 | $2.09 | - Diluted EPS decreased from $0.66 in Q3 2023 to $0.55 in Q3 2024[199] NOTE 17: FAIR VALUE DISCLOSURES First Financial categorizes fair value measurements into a three-level hierarchy. Investment securities available-for-sale, loans held for sale, and derivatives are measured at fair value on a recurring basis, primarily using Level 2 inputs. Collateral dependent loans, OREO, and operating leases are measured at fair value on a nonrecurring basis, typically using Level 3 inputs. Four commercial mortgage-backed securities were transferred from Level 2 to Level 3 due to credit deterioration and lack of observable market data - Fair value hierarchy prioritizes Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[200] Fair Value Measurements by Level | Asset Type (Sep 30, 2024) | Level 1 (in thousands) | Level 2 (in thousands) | Level 3 (in thousands) | Total Fair Value (in thousands) | | :------------------------------------ | :------ | :------ | :------ | :--------------- | | Investment securities available-for-sale | $92 | $3,111,093 | $46,080 | $3,157,265 | | Loans held for sale | $0 | $12,685 | $0 | $12,685 | | Interest rate derivative contracts | $0 | $91,653 | $0 | $91,653 | | Foreign exchange derivative contracts | $0 | $182,282 | $0 | $182,282 | | Interest rate floors | $0 | $4,497 | $0 | $4,497 | | Commodities contracts | $0 | $155 | $0 | $155 | - Four commercial mortgage-backed securities with a fair value of $17.2 million were transferred from Level 2 to Level 3 due to credit deterioration and lack of observable market data[220] NOTE 18: BUSINESS COMBINATIONS On February 29, 2024, First Financial acquired Agile Premium Finance for $96.9 million in cash. This acquisition, accounted for using the acquisition method, resulted in $1.8 million of goodwill and expanded the company's insurance premium financing business. Acquisition accounting adjustments are preliminary and subject to refinement until February 2025 - First Financial acquired Agile Premium Finance on February 29, 2024, for $96.9 million in cash[227] - The acquisition resulted in $1.8 million of goodwill, reflecting expected revenue growth from expanding into insurance premium financing[228] Agile Acquisition Details | Metric | Agile Acquisition (in thousands) | | :-------------------------- | :----------------------------- | | Purchase consideration (Cash) | $96,887 | | Commercial loans acquired | $93,353 | | Intangible assets acquired | $3,797 | | Total assets acquired | $97,801 | | Total liabilities assumed | $2,702 | | Goodwill | $1,788 | Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on First Financial Bancorp.'s financial condition, cash flows, and results of operations, highlighting key trends, material changes, and strategic initiatives. It includes an executive summary, market strategy, details on business combinations, non-GAAP financial measures, and in-depth analysis of operating results, asset quality, funding, liquidity, and capital Executive Summary First Financial Bancorp. is an $18.1 billion financial holding company offering banking and financial services through First Financial Bank and its six lines of business, including Commercial Finance and Wealth Management (Yellow Cardinal Advisory Group) with $3.8 billion in assets under management - First Financial Bancorp. is an $18.1 billion financial holding company[235] - The company operates through First Financial Bank, with 128 full-service banking centers[235] - Wealth Management, operating as Yellow Cardinal Advisory Group, had $3.8 billion in assets under management as of September 30, 2024[235] Market Strategy First Financial focuses on local markets in Ohio, Indiana, Kentucky, and Illinois to build long-term client relationships and leverage stable, low-cost funding from community markets. It also operates specialty lending platforms nationwide and seeks strategic acquisitions for product line extensions and revenue diversification - Market strategy emphasizes local market focus for superior service and long-term client relationships[237] - Community markets provide a stable, low-cost core funding base[237] - Specialty lending platforms (insurance premium, equipment lease, franchise financing) extend beyond the geographic banking center footprint[238] Business Combinations First Financial acquired Agile Premium Finance for $96.9 million in February 2024, adding insurance premium financing to its specialty lending. This acquisition resulted in $1.8 million of goodwill and other intangible assets. In 2023, the company acquired Brady Ware Capital and Brady Ware Corporate Finance, adding advisory and brokerage services - Acquisition of Agile Premium Finance for $96.9 million in February 2024 expanded insurance premium financing[240] - The Agile acquisition resulted in $1.8 million of goodwill and new intangible assets like customer lists and trade names[242] - In 2023, First Financial acquired Brady Ware Capital ($4.3 million) and Brady Ware Corporate Finance ($0.1 million goodwill), expanding advisory and brokerage services[243] Non-GAAP Financial Measures First Financial uses non-GAAP financial measures like tax-equivalent net interest income and tangible common equity ratios to provide additional insight into performance and capital adequacy. These measures complement GAAP figures and are used for peer comparisons, excluding the impact of intangible assets - Non-GAAP measures, such as tax-equivalent net interest income and tangible common equity ratios, are used to supplement GAAP measures[244][247] - Net interest income is adjusted to a tax-equivalent basis (21% marginal tax rate) for consistent comparison of taxable and tax-exempt assets[245] Non-GAAP Financial Metrics | Metric | Sep 30, 2024 (in thousands) | Jun 30, 2024 (in thousands) | Sep 30, 2023 (in thousands) | | :------------------------------------------ | :----------- | :----------- | :----------- | | Net interest income - tax equivalent | $156,922 | $154,729 | $478,689 | | Net interest margin (FTE) | 4.08% | 4.10% | 4.45% | | Return on average tangible shareholders' equity | 16.29% | 20.57% | 25.87% | | Tangible book value per share | $14.26 | $12.94 | $10.91 | Overview of Operations Net income for Q3 2024 was $52.5 million, down from $60.8 million in Q2 2024, with diluted EPS of $0.55. Year-to-date net income was $163.9 million, a decrease from $199.1 million in the prior year, reflecting lower returns on assets and equity Overview of Operations Metrics | Metric | Q3 2024 (in thousands) | Q2 2024 (in thousands) | YTD Sep 30, 2024 (in thousands) | YTD Sep 30, 2023 (in thousands) | | :------------------------------------ | :------ | :------ | :--------------- | :--------------- | | Net income | $52,451 | $60,805 | $163,945 | $199,131 | | Net income per common share-diluted | $0.55 | $0.64 | $1.72 | $2.09 | | Return on average assets | 1.17% | 1.38% | 1.24% | 1.57% | | Return on average shareholders' equity | 8.80% | 10.72% | 9.50% | 12.53% | - Total assets increased to $18.1 billion at September 30, 2024, from $17.5 billion at December 31, 2023[253] Net Interest Income Net interest income for Q3 2024 increased by $2.2 million (1.5%) from Q2 2024 to $155.6 million, despite a 2 basis point decline in net interest margin (FTE) to 4.08%. Year-to-date, net interest income decreased by $16.4 million (3.5%) compared to 2023, driven by higher deposit and borrowing costs outpacing earning asset yield increases Net Interest Income and Margin | Metric | Q3 2024 (in thousands) | Q2 2024 (in thousands) | YTD Sep 30, 2024 (in thousands) | YTD Sep 30, 2023 (in thousands) | | :-------------------------- | :------ | :------ | :--------------- | :--------------- | | Net interest income | $155,560 | $153,311 | $457,611 | $474,005 | | Net interest margin (FTE) | 4.08% | 4.10% | 4.09% | 4.45% | | Total interest income | $257,119 | $252,719 | $750,524 | $664,567 | | Total interest expense | $101,559 | $99,408 | $292,913 | $190,562 | - Q3 2024 net interest margin (FTE) declined by 2 basis points from the linked quarter due to flat asset yields and a modest increase in deposit costs, partially offset by a favorable funding mix shift[258] - Year-to-date, the 119 bp increase in interest-bearing deposit costs and 33 bp increase in borrowed funds costs outpaced the 48 bp increase in earning asset yields[263][265] Consolidated Average Balance Sheets and Net Interest Income Analysis Average earning assets increased to $15.292 billion in Q3 2024, with gross loans and leases yielding 7.41%. The total cost of interest-bearing deposits rose to 3.21%, reflecting customer migration to higher-cost accounts. Net interest margin (FTE) was 4.08% for Q3 2024 Consolidated Average Balance Sheets and Net Interest Income | Metric | Q3 2024 Average Balance (in thousands) | Q3 2024 Interest (in thousands) | Q3 2024 Yield/Cost | | :------------------------------------ | :---------------------- | :--------------- | :----------------- | | Investment securities | $3,274,498 | $34,983 | 4.24% | | Gross loans and leases | $11,534,000 | $215,433 | 7.41% | | Total earning assets | $15,292,378 | $257,119 | 6.67% | | Total interest-bearing deposits | $10,690,265 | $86,554 | 3.21% | | Total borrowed funds | $1,053,737 | $15,005 | 5.65% | | Net interest income | $155,560 | | | | Net interest margin (fully tax equivalent) | | | 4.08% | - Average earning assets increased by $120.6 million from Q2 2024 to Q3 2024[259][267] - The cost of interest-bearing deposits increased by 3 basis points to 3.21% in Q3 2024[260][268] Rate/Volume Analysis For Q3 2024, the increase in net interest income was primarily driven by volume changes in earning assets, particularly gross loans and leases, which offset a negative rate variance. Year-to-date, rate changes had a significant negative impact on net interest income, partially offset by positive volume changes Rate/Volume Analysis - Q3 2024 | Category | Q3 2024 Rate Change (in thousands) | Q3 2024 Volume Change (in thousands) | Q3 2024 Total Variance (in thousands) | | :------------------------------------ | :------------------ | :-------------------- | :--------------------- | | Total earning assets | $(43) | $4,443 | $4,400 | | Total interest-bearing liabilities | $1,028 | $1,123 | $2,151 | | Net interest income | $(1,071) | $3,320 | $2,249 | Rate/Volume Analysis - YTD Sep 30, 2024 | Category | YTD Sep 30, 2024 Rate Change (in thousands) | YTD Sep 30, 2024 Volume Change (in thousands) | YTD Sep 30, 2024 Total Variance (in thousands) | | :------------------------------------ | :--------------------------- | :----------------------------- | :---------------------------- | | Total earning assets | $41,932 | $44,025 | $85,957 | | Total interest-bearing liabilities | $84,049 | $18,302 | $102,351 | | Net interest income | $(42,117) | $25,723 | $(16,394) | - For the nine months ended September 30, 2024, the negative rate variance of $42.1 million on net interest income was largely due to increased interest expense on liabilities[269] Noninterest Income Noninterest income for Q3 2024 decreased by $15.8 million (25.7%) from Q2 2024 to $45.7 million, primarily due to $17.4 million in losses on investment securities and lower foreign exchange income. Year-to-date, noninterest income decreased by $11.7 million (7.1%) compared to 2023, driven by investment security losses and reduced client derivative fees, partially offset by growth in leasing business income Noninterest Income | Metric | Q3 2024 (in thousands) | Q2 2024 (in thousands) | YTD Sep 30, 2024 (in thousands) | YTD Sep 30, 2023 (in thousands) | | :------------------------------------ | :------ | :------ | :--------------- | :--------------- | | Total noninterest income | $45,701 | $61,501 | $153,714 | $165,429 | | Net gain (loss) on investment securities | $(17,468) | $(64) | $(22,719) | $(403) | | Foreign exchange income | $12,048 | $16,787 | $39,270 | $45,321 | | Leasing business income | $16,811 | $16,828 | $48,228 | $38,466 | - Q3 2024 losses on investment securities included a $9.7 million impairment loss on two skilled nursing investments and $8.0 million from portfolio repositioning[270] - Year-to-date leasing business income increased by $9.8 million (25.4%) due to continued balance growth at Summit[271] Noninterest Expense Noninterest expense for Q3 2024 increased by $2.2 million (1.8%) from Q2 2024 to $125.8 million, driven by higher leasing business expense and other noninterest expenses. Year-to-date, noninterest expenses increased by $12.3 million (3.4%) compared to 2023, primarily due to growth in leasing business, salaries, and other operational costs Noninterest Expense | Metric | Q3 2024 (in thousands) | Q2 2024 (in thousands) | YTD Sep 30, 2024 (in thousands) | YTD Sep 30, 2023 (in thousands) | | :------------------------------------ | :------ | :------ | :--------------- | :--------------- | | Total noninterest expenses | $125,759 | $123,574 | $371,688 | $359,352 | | Leasing business expense | $11,899 | $10,128 | $31,781 | $23,545 | | Salaries and employee benefits | $74,813 | $75,225 | $224,075 | $222,094 | | Other noninterest expenses | $8,938 | $7,671 | $26,274 | $23,841 | - Q3 2024 leasing business expense increased by $1.8 million (17.5%) due to operating lease portfolio growth[273] - Year-to-date data processing expenses decreased by $1.3 million (4.8%) due to the 2023 online banking system conversion[273] Income Taxes Income tax expense for Q3 2024 was $12.4 million, with an effective tax rate of 19.2%, higher than Q2 2024 due to tax credit adjustments. Year-to-date, the effective tax rate was 18.6%, lower than 2023, primarily due to realized tax credits and reduced taxable income Income Tax Expense and Pre-tax Income | Metric | Q3 2024 (in thousands) | Q2 2024 (in thousands) | YTD Sep 30, 2024 (in thousands) | YTD Sep 30, 2023 (in thousands) | | :-------------------- | :------ | :------ | :--------------- | :--------------- | | Income tax expense | $12,400 | $14,000 | $37,500 | $48,100 | | Pre-tax income | $64,900 | $74,800 | $201,400 | $247,200 | | Effective tax rate | 19.2% | 18.7% | 18.6% | 19.4% | - The higher effective tax rate in Q3 2024 was primarily driven by tax credit adjustments[273] - The lower year-to-date effective tax rate in 2024 is attributed to tax credits realized and lower taxable income[275] Investments First Financial's investment portfolio grew to $3.4 billion at September 30, 2024, with AFS securities comprising 97.6%. The company recognized $17.5 million in losses on investment securities in Q3 2024, including $9.7 million in impairment losses and $8.0 million from portfolio repositioning. Unrealized after-tax losses on debt securities decreased to $203.6 million due to lower interest rates Investment Portfolio Overview | Metric | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------ | :----------- | :----------- | | Total investment portfolio | $3.4 billion | $3.2 billion | | AFS securities | $3.2 billion | $3.0 billion | | HTM securities | $78.0 million | $80.3 million | | Effective duration of portfolio | 4.3 years | 4.6 years | Losses on Investment Securities | Metric | Q3 2024 | YTD Sep 30, 2024 | | :------------------------------------ | :------ | :--------------- | | Losses on investment securities | $17.5 million | $22.7 million | | Impairment losses (included above) | $9.7 million | $9.7 million | | Losses from portfolio repositioning (included above) | $8.0 million | $13.2 million | - Unrealized after-tax loss on debt securities decreased from $282.0 million at December 31, 2023, to $203.6 million at September 30, 2024, largely due to decreasing interest rates[281] Loans and Leases Total loans and leases (excluding held for sale) increased by $619.9 million (5.7%) to $11.6 billion as of September 30, 2024, driven by growth in construction, C&I, and finance leases. The company monitors credit and geographic concentration risks, with commercial office space loans representing 3.6% of the total portfolio Loans and Leases Portfolio | Loan Category | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | Change (Absolute, in thousands) | Change (%) | | :-------------------------- | :----------- | :----------- | :---------------- | :--------- | | Total loans and leases (excl. HFS) | $11,553,072 | $10,933,176 | $619,896 | 5.7% | | Construction loans | $802,300 | $564,832 | $237,468 | 42.0% | | C&I loans | $3,700,000 | $3,501,221 | $177,325 | 5.1% | | Finance leases | $587,400 | $474,817 | $112,598 | 23.7% | | Residential real estate loans | $1,400,000 | $1,333,674 | $88,512 | 6.6% | | Home equity | $825,400 | $758,676 | $66,755 | 8.8% | | Installment loans | $141,300 | $159,078 | $(17,778) | (11.2)% | | Commercial real estate loans | $4,000,000 | $4,080,939 | $(46,119) | (1.1)% | - Average loans (excluding HFS) increased by $90.7 million (0.8%) from Q2 2024 to Q3 2024[287] - Commercial office space loans totaled $413.2 million, representing 3.6% of the total loan portfolio, with 77.8% pass-rated[292] Commitments and Contingencies First Financial had $4.1 billion in commitments to extend credit and $60.9 million in letters of credit as of September 30, 2024. The company also had $323.8 million in risk participation agreements for interest rate swaps and $83.5 million in unfunded commitments related to tax credit investments. No material changes in legal proceedings or litigation reserves were reported Commitments and Contingencies | Commitment Type | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------ | :----------- | :----------- | | Commitments to extend credit | $4.1 billion | $4.5 billion | | Letters of credit | $60,900 thousand | $34,900 thousand | | Risk participation agreements (notional) | $323,800 thousand | $341,700 thousand | | Unfunded tax credit investments | $83,500 thousand | $96,400 thousand | - Fixed-rate commitments ranged from 0% to 21% interest rates with maturities up to 31.0 years[293] - No reserves related to litigation matters were held as of September 30, 2024, or December 31, 2023[298] Asset Quality and Allowance for Credit Losses Nonaccrual loans slightly decreased to $65.4 million (0.57% of total loans) at September 30, 2024. Nonperforming assets were $65.5 million (0.36% of total assets). Classified assets increased to $206.2 million, primarily due to downgrades of seven large relationships. The total Allowance for Credit Losses (ACL) increased to $176.0 million, with the ACL on loans and leases at 1.37% of period-end loans Asset Quality and ACL | Metric | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :------------------------------------ | :----------- | :----------- | | Nonaccrual loans | $65,439 | $65,753 | | Nonperforming assets | $65,469 | $65,859 | | Classified assets | $206,194 | $140,995 | | Total ACL (funded and unfunded) | $176,000 | $159,900 | | ACL on loans and leases as % of period-end loans | 1.37% | 1.29% | - The $65.2 million increase in classified assets was primarily due to the downgrade of seven large relationships[301] Net Charge-offs and Provision Expense | Metric | Q3 2024 | YTD Sep 30, 2024 | | :------------------------------------ | :------ | :--------------- | | Net charge-offs to average loans and leases (annualized) | 0.25% | 0.26% | | Provision expense for loans and leases | $9,900 thousand | $39,500 thousand | Deposits and Funding Total deposits increased by $587.0 million (4.4%) to $13.9 billion at September 30, 2024, with a continued shift towards higher-cost interest-bearing deposits. Uninsured deposits were $5.3 billion (38.3% of total deposits), or $3.3 billion (23.9%) excluding public and intercompany funds. Borrowed funds decreased to $1.2 billion as deposit growth met funding needs Deposits Overview | Metric | Sep 30, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :-------------------------- | :-------------------------- | :-------------------------- | | Total deposits | $13,947,754 | $13,360,797 | | Time deposits | Increased $526,500 | | | Savings deposits | Increased $379,000 | | | Noninterest-bearing deposits | Decreased $210,300 | | | Interest-bearing demand deposits | Decreased $108,200 | | - Uninsured deposit balances were $5.3 billion (38.3% of total deposits), or $3.3 billion (23.9%) excluding public funds and intercompany deposits[320] Borrowed Funds | Metric | Sep 30, 2024 | Dec 31, 2023 | | :-------------------------- | :----------- | :----------- | | Borrowed funds | $1.2 billion | $1.3 billion | | FHLB short-term borrowings | $765.0 million | $800.0 million | | Total remaining FHLB borrowing capacity | $513.9 million | | Liquidity First Financial manages liquidity through deposit growth, loan/investment payments, and wholesale funding. It maintains investment grade credit ratings (BBB+/BBB for senior/subordinated debt) and has $1.8 billion in unpledged AFS securities. Total unused and available overnight wholesale funding sources were $4.6 billion, and the parent company had $193.9 million in cash - Liquidity is derived from deposit growth, loan/investment payments, and access to wholesale funding sources[325] Credit Ratings | Rating Category | First Financial Bancorp | First Financial Bank | | :-------------------- | :---------------------- | :------------------- | | Senior Unsecured Debt | BBB+ | | | Subordinated Debt | BBB | BBB+ | | Short-Term Debt | K2 | K2 | | Deposit | N/A | A | | Short-Term Deposit | N/A | K2 | - As of September 30, 2024, $1.8 billion of AFS securities were unpledged, and $490.3 million of AFS securities had floating rates[330] - First Financial had unused and available overnight wholesale funding sources of $4.6 billion (25.3% of total assets)[332] Capital First Financial met all Basel III capital adequacy requirements as of September 30, 2024, categorized as 'well-capitalized.' Tier 1 capital increased to 12.37%, and the tangible common equity ratio rose to 7.98%, driven by strong earnings and improved AOCI. The company's board authorized a new 2024 Stock Repurchase Plan for up to 5 million shares - First Financial met all Basel III capital adequacy requirements and is categorized as 'well-capitalized'[341] Capital Ratios | Capital Ratio | Sep 30, 2024 (Actual) | Dec 31, 2023 (Actual) | | :------------------------------------------ | :-------------------- | :-------------------- | | Common equity Tier 1 capital to risk-weighted assets | 12.04% | 11.73% | | Tier 1 capital to risk-weighted assets | 12.37% | 12.06% | | Total capital to risk-weighted assets | 14.58% | 14.26% | | Leverage ratio | 9.93% | 9.70% | | Tangible common equity ratio | 7.98% | 7.17% | | Tangible book value per share | $14.26 | $12.38 | - The 2024 Stock Repurchase Plan authorizes the purchase of up to 5 million shares of common stock, with no shares repurchased in Q3 2024[346] Enterprise Risk Management First Financial employs a structured Enterprise Risk Management (ERM) approach to assess and mitigate various risks, including credit, market, operational, compliance, strategic, reputation, information technology, cyber, and legal risks. The company continuously enhances its risk management capabilities and embeds risk awareness into its culture - First Financial uses a structured ERM approach to assess and mitigate risks[348] - Identified risks include credit, market (interest rate, liquidity, capital, foreign exchange, financial), operational, compliance, strategic, reputation, information technology, cyber, and legal[348] Credit Risk Credit risk, the potential for loss from counterparty default, is managed through First Financial's underwriting process and periodic reviews of credit exposures, guided by board-approved credit policies - Credit risk is defined as the risk of loss due to failure of a customer or counterparty to meet financial obligations[351] - Management of credit risk involves underwriting processes and periodic reviews of credit exposures based on board-approved policies[351] Market Risk Market risk, primarily interest rate and liquidity risk, is managed through income simulation models and Economic Value of Equity (EVE) sensitivity analyses. As of September 30, 2024, the company maintained an asset-sensitive position, with NII-Year 1 projected to increase by 3.57% in a +100 bps rate scenario - Primary sources of market risk are interest rate risk and liquidity risk[352] - Interest rate risk is monitored using income simulation models and EVE sensitivity analyses, leveraging instantaneous parallel shocks and non-parallel yield curve twists[356] Market Risk Sensitivity | Metric | -100 bps | +100 bps | +200 bps | | :--------- | :------- | :------- | :------- | | NII-Year 1 | (5.39)% | 3.57% | 5.11% | | NII-Year 2 | (4.56)% | 2.84% | 3.14% | | EVE | (1.50)% | 0.88% | 0.77% | Critical Accounting Estimates First Financial's financial statements rely on subjective estimates and assumptions, particularly for the Allowance for Credit Losses (ACL), goodwill, pension, and income taxes. No changes to these critical accounting estimates occurred during the nine months ended September 30, 2024 - Critical accounting estimates include ACL for loans and leases, goodwill, pension, and income taxes[368] - No changes to these accounting estimates and assumptions occurred during the nine months ended September 30, 2024[368] Accounting and Regulatory Matters This section refers to Note 2 for details on recently adopted and issued accounting standards and their expected impact on financial condition, results of operations, or liquidity - Refers to Note 2 for details on new accounting standards adopted in 2024 and 2023, and those issued but not yet adopted[369] Forward-Looking Statements This section contains forward-looking statements, identified by words like 'believes,' 'anticipates,' and 'expected,' which are subject to inherent uncertainties and risks. Important factors that could cause actual results to differ materially include economic, market, credit, interest rate, operational, and technological risks, as well as regulatory changes and business integration challenges - Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances[371] - Key risk factors include economic, market, liquidity, credit, interest rate, operational, and technological risks[371] - Other factors include regulatory changes, mergers and acquisitions integration, changes in consumer behavior, and litigation costs[372] Item 3 - Quantitative and Qualitative Disclosures about Market Risk This section incorporates by reference the market risk disclosures provided in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, specifically the 'Market Risk' subsection - Refers to 'Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Risk' for quantitative and qualitative disclosures about market risk[376] Item 4 - Controls and Procedures Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of September 30, 2024, concluding they were effective at a reasonable assurance level. No material changes in internal control over financial reporting occurred during the period - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of September 30, 2024[378] - No material changes in internal control over financial reporting occurred during the reporting period[379] Part II - OTHER INFORMATION Item 1 - Legal Proceedings There have been no material changes to the legal proceedings disclosure from the Company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes to legal proceedings disclosure since the 2023 Form 10-K[381] Item 1A - Risk Factors There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes from risk factors disclosed in the 2023 Form 10-K[382] Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds The Board authorized a new 2024 Stock Repurchase Plan for up to 5,000,000 shares of common stock, effective January 1, 2024. No shares were repurchased under this plan in the third quarter of 2024 - A new 2024 Stock Repurchase Plan was authorized for up to 5 million shares, effective January 1, 2024[382] - No shares were repurchased under the 2024 Stock Repurchase Plan in the third quarter of 2024[382] Item 5 - Other Information During the third quarter of 2024, none of the Company's officers or directors adopted or terminated any Rule 10b5-1(c) trading arrangements - No officers or directors adopted or terminated Rule 10b5-1(c) trading arrangements in Q3 2024[383] Item 6 - Exhibits This section lists all exhibits filed with the Form 10-Q, including amended articles of incorporation, regulations, certifications by the CEO and CFO (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and XBRL interactive data files - Exhibits include Amended Articles of Incorporation and Regulations of First Financial Bancorp[385] - Certifications by the Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included[385] - XBRL Instance Document and Taxonomy Extension files are provided[385] Signatures Signatures The report is duly signed on behalf of First Financial Bancorp. by James M. Anderson, Executive Vice President and Chief Financial Officer, and Scott T. Crawley, Senior Vice President and Controller (Principal Accounting Officer), on November 7, 2024 - The report was signed by James M. Anderson, Executive Vice President and Chief Financial Officer[387] - The report was also signed by Scott T. Crawley, Senior Vice President and Controller (Principal Accounting Officer)[387] - The signing date for the report was November 7, 2024[387]