First Financial Bancorp 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 |
Commission File Number 0-12379
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
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| Ohio
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31-1042001 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
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| 300 High Street
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45011 |
| Hamilton, Ohio
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(Zip Code) |
| (Address of principal executive offices) |
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Registrant’s telephone number, including area code: (513) 979-5782
Securities registered pursuant to Section 12(b) of the Act:
Common Shares, no par value
Name of exchange on which registered:
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
o Yes þ No
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
o Yes þ No
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.
þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(subpart 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ No
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed
by reference to the sales price of the last trade of such stock as of June 30, 2006, was $565,330,000. (The exclusion from such
amount of the market value of the shares owned by any person shall not be deemed an admission by
the registrant that such person is an affiliate of the registrant.)
As of February 20, 2007, there were issued and outstanding 39,103,811 common shares of the
registrant.
Documents Incorporated by Reference:
Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2006 are
incorporated by reference into Parts I, II and IV.
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to
be held on May 1, 2007 are incorporated by reference into Part III.
FORM 10-K CROSS REFERENCE INDEX
1
PART I
Item 1. Business.
First Financial Bancorp.
First Financial Bancorp., an Ohio corporation (First Financial), was formed in 1982. First
Financial is a bank holding company headquartered in Hamilton, Ohio.
First Financial engages in the business of commercial banking and other banking and banking-related
activities through its wholly owned subsidiary, First Financial Bank, National Association (First
Financial Bank), a national banking association. First Financial Capital Advisors LLC (FFCA) is
First Financial’s registered investment advisory company and serves as investment advisor to The
Legacy Funds Group, First Financial’s proprietary mutual funds introduced in May 2002, and assists
First Financial with the investment management of trust assets. Two other subsidiaries of First
Financial are First Financial (OH) Statutory Trust I (Statutory Trust I) and First Financial (OH)
Statutory Trust II (Statutory Trust II) which were established to facilitate raising Tier I capital
in the form of corporation-obligated mandatorily redeemable capital securities of subsidiary
trust—commonly referred to as Trust Preferred Securities. These two subsidiaries were
deconsolidated effective January 1, 2004, in accordance with FASB Interpretation No. 46
“Consolidation of Variable Interest Entities.” First Financial provides management and similar
services for its subsidiary financial institution. Since it does not itself conduct any operating
businesses, First Financial must depend largely upon its subsidiaries for funds with which to pay
the expenses of its operation and, to the extent applicable, any dividends on its outstanding
shares of common stock. For further information see Note 4 of the Notes to Consolidated Financial
Statements appearing on page 43 of First Financial’s Annual Report to Shareholders, which is
incorporated by reference in response to this item. First Financial’s oldest subsidiary was
founded in 1883.
The range of banking services provided by First Financial to its customers includes commercial
lending, real estate lending, consumer credit, credit card, and other personal loan financing. In
addition, First Financial offers deposit products that include interest-bearing and
noninterest-bearing deposit accounts, including time deposits, and cash management services for
commercial customers. A full range of trust and asset management services is provided by First
Financial’s Wealth Resource Group.
First Financial makes a variety of loans to individuals and businesses. Loan interest and fees
make up the majority of First Financial’s revenue, approximately 63% in 2006. The principal types
of lending in which First Financial engages are commercial, real estate, and consumer. Real estate
loans are loans secured by a mortgage lien on the real property of the borrower, which may either
be residential property (one to four family residential housing units) or commercial property
(owner-occupied and investor income producing real estate, such as apartments, shopping centers,
office buildings). The majority of residential real estate loans made by First Financial Bank
conforms to secondary market underwriting standards. These credit underwriting standards adhere to
a certain level of documentation, verifications, valuation, and overall credit performance of the
borrower. The underwriting of these loans includes an evaluation of these and other pertinent
factors prior to the extension of credit. These underwriting standards help in the management of
the credit risk elements and increase the marketability of the loans.
Commercial real estate loans are also secured by a mortgage lien on the real property. The credit
underwriting for both owner-occupied and investor income producing real estate loans involves
2
detailed market analysis, historical and projected cash flow analysis, appropriate equity margins,
assessment of lessees and lessors, type of real estate and other analysis. Risk of loss is managed
by adherence to a standard loan policy that establishes certain levels of performance prior to the
extension of a loan to the borrower. Diversification in market areas within First Financial’s
service area, as well as a diversification by industry, are other means by which the risk of loss
is managed by First Financial.
Commercial loans are made to all types of businesses, from the local retail outlet for its seasonal
sales needs, to the manufacturing company for new equipment financing. First Financial works with
rapidly growing businesses to meet their working capital needs while at the same time providing
long-term financing for their acquisition and expansion plans. First Financial also works closely
with agricultural customers to provide financing for new farm implements, livestock, and crop
production. Credit risk is managed by a standard loan policy, established authorized credit
limits, centralized portfolio management and the diversification of market area and industries.
The overall strength of the borrower is evaluated through the credit underwriting process and
includes a review of historical and projected cash flows, historical financial performance,
financial strength of the principals and guarantors, and collateral values, where applicable.
Consumer loans are primarily loans made to individuals. Types of loans include new and used
vehicle loans, second mortgages on residential real estate, and unsecured loans to individuals.
Risk elements in the consumer loan portfolio are primarily focused on the borrowers cash flow and
credit history, key indicators of the ability to repay. Some security is provided through liens on
automobile titles and second mortgage liens, where applicable. Consumer loans are generally
smaller dollar amounts than other types of lending and are made to a large number of customers.
Both factors help provide diversification of the portfolio. Economic conditions that affect
consumers in First Financial’s markets have a direct impact on the credit quality of these loans.
Higher levels of unemployment, lower levels of income growth and weaker economic growth are factors
that may adversely impact consumer loan credit quality.
Home equity lines of credit consist mainly of revolving lines of credit secured by residential real
estate. Home equity lines of credit are generally governed by the same lending policies and
subject to the same credit risk as described previously for residential real estate loans.
In 2005, First Financial began evaluating its performance based on two activities: banking and
wealth management. First Financial has minimal foreign currency transactions or exposure to
foreign currencies. Information regarding statistical disclosure required by Industry Guide 3 is
included in First Financial’s Annual Report to Shareholders for the year ended December 31, 2006,
and is incorporated herein by reference.
At December 31, 2006, First Financial and its subsidiaries employed 1,283 employees.
First Financial’s executive office is located at 300 High Street, Hamilton, Ohio 45011, and the
telephone number is (513) 979-5782. First Financial makes available, free of charge, its annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all
amendments to those reports, as soon as reasonably practicable after filing with the Securities and
Exchange Commission (SEC), through its website, www.ffbc-oh.com or www.bankatfirst.com
under the “Investor Relations” link, under “SEC Filings.” Copies of such reports also can be
found on the SEC’s website at www.sec.gov.
3
Subsidiaries
The following table lists each of First Financial’s subsidiaries, their date established, the
number of banking centers that each subsidiary has, their total assets, and the number of automated
teller machines (ATMs) owned by each subsidiary:
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Assets |
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Date |
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12/31/06 |
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Number of |
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Number of |
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Established |
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($ in 000) |
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Banking centers |
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ATMs |
First Financial/
Hamilton, Ohio |
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04/26/83 |
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3,262,897 |
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88 |
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104 |
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FFCA/
Hamilton, Ohio |
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05/13/02 |
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287 |
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N/A |
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N/A |
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Statutory Trust I/
Hamilton, Ohio |
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09/25/02 |
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10,376 |
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N/A |
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N/A |
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Statutory Trust II/
Hamilton, Ohio |
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07/15/03 |
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20,766 |
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N/A |
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N/A |
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Historically, First Financial has operated under a community banking philosophy. In the past,
this philosophy was implemented by multiple, small banking subsidiaries. In January 2001, First
Financial began a process of regionalization and market expansion, known as “Project Renaissance,”
the purpose of which was to reduce the number of banking subsidiaries to four and to convert each
banking subsidiary to a common data processing system. First Financial initiated this plan to gain
efficiencies through consolidation, to provide a structure with a smaller number of subsidiaries
that could more easily be managed, and to better position the company for growth; for instance, by
reducing operational burdens on certain employees and enabling them to focus more on customer sales
and service.
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In November 2001, First Financial completed the first consolidation of “Project
Renaissance” by merging four of its wholly owned subsidiaries, Union Bank & Trust Company,
Peoples Bank and Trust Company, Farmers State Bank, and Vevay Deposit Bank, to form
Heritage, which was headquartered in Columbus, Indiana. |
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In July 2002, First Financial formed its second regional financial institution by
merging two of its wholly owned subsidiaries, First National Bank of Southwestern Ohio and
Hebron Deposit Bank, to form First Financial, which is headquartered in Hamilton, Ohio. |
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First Financial merged three of its wholly owned subsidiaries, Bright National Bank,
National Bank of Hastings, and Sand Ridge, in November 2002. Sand Ridge, which is
headquartered in Schererville, Indiana, was the surviving subsidiary and became the third
regional financial institution to be formed under “Project Renaissance.” |
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In the third quarter of 2004, First Financial’s subsidiaries, The Clyde Savings Bank
Company and Indiana Lawrence Bank merged into Community First, which at that time began the
process of forming First Financial’s fourth and final regional financial institution. |
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In March 2005, First Financial merged Citizens First into Community First and merged
Heritage into First Financial. |
4
Furthermore, in March of 2005, First Financial adopted a new Strategic Plan, which provided for a
new organizational structure for First Financial, whereby its remaining subsidiary banks would be
merged into a single bank charter: First Financial Bank. On August 19, 2005, that consolidation
was completed.
During 2005, First Financial also organized its trust, investment, brokerage, and private banking
into the Wealth Resource Group. This included First Financial’s family of proprietary mutual funds,
The Legacy Funds Group, introduced in May of 2002. Management changed the name of its insurance
business from Flagstone Insurance and Financial Services to First Financial Insurance. Non-client
support functions were aligned to support the combined company.
On September 16, 2005, First Financial completed both the sale of substantially all of the assets
of its wholly-owned subsidiary, Fidelity Federal Savings Bank and the consolidation of its
operations center.
First Financial still believes in the philosophy of community banking. First Financial’s goal in
this process was to achieve efficiencies of size and standardization, while maintaining each
division’s customer relationships.
Market and Competitive Information
First Financial, through its regionalization efforts and Strategic Plan, has focused its subsidiary
bank around nine distinct markets. First Financial serves a combination of metropolitan and
non-metropolitan markets in Indiana, Ohio, and Kentucky through its full-service banking centers.
Market selection is based upon a number of factors, but markets are primarily chosen for their
potential for growth, long-term profitability, and customer reach. First Financial’s goal is to
develop a competitive advantage through a local market focus; building long-term relationships with
clients and helping them reach greater levels of success in their financial life.
The company’s nine distinct markets support many different types of activities, such as
manufacturing, agriculture, education, healthcare, and service-based companies. Within these
markets, growth is projected to continue in key demographic groups and population. First
Financial’s market evaluation includes demographic measures such as income levels, median household
income, and population growth within key segments. The Midwest markets that First Financial serves
experienced a slowing and more uncertain economy from 2002 through 2003, as indicated by such items
as increased unemployment rates and personal bankruptcy growth rates in Ohio and Indiana. However,
2004 and 2005 showed signs of economic recovery, which stabilized throughout 2006. First
Financial expects continuing stable to improving trends, although moderate fluctuations could
occur.
First Financial, as a mid-sized regional bank holding company, believes that it is well positioned
to compete in these markets. Smaller than super-regional and multi-national bank holding
companies, First Financial believes that it can meet the needs of its markets through a local
decision making network of local management. First Financial believes that it is better positioned
to compete for business than other smaller banks that may have size or geographic limitations.
First Financial’s strategy is to differentiate itself by providing superior customer service and
delivering innovative products in its markets. First Financial’s targeted customers include
individuals and small to medium sized businesses within the geographic region of its subsidiary
bank’s banking center network. Through the delivery systems of banking centers, ATMs, internet
banking, and telephone-based transactions, First Financial meets the needs of its customers in an
ever-changing marketplace.
5
First Financial faces strong competition from financial institutions and other non-financial
organizations. Its competitors include local and regional financial institutions, savings and
loans, and bank holding companies, as well as some of the largest banking organizations in the
United States. In addition, other types of financial institutions, such as credit unions, offer a
wide range of loan and deposit services that are competitive with those offered by First Financial.
The consumer is also served by brokerage firms and mutual funds that provide checking services,
credit cards, and other services similar to those offered by First Financial. Major stores compete
for loans by offering credit cards and retail installment contracts. It is anticipated that
competition from other financial services entities will continue.
Regulation
First Financial Bank, as a national banking association, is subject to supervision and regular
examination by the Comptroller of the Currency. All depository institutions and its deposits are
insured up to the legal limits by the Bank Insurance Fund which is administered by the Federal
Deposit Insurance Corporation and is subject to the provisions of the Federal Deposit Insurance
Act.
As a bank holding company, First Financial is subject to the provisions of the Bank Holding Company
Act of 1956, as amended (the Act). The Act requires bank holding companies to register under the
Act and to be subject to supervision and examination by the Federal Reserve Board. First Financial
is required to file with the Federal Reserve Board an annual report and such additional information
as the Federal Reserve Board may require pursuant to the Act. The Act requires prior approval by
the Federal Reserve Board of the acquisition of 5% or more of the voting stock or substantially all
the assets of any bank within the United States. Following the passage of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989, bank holding companies may acquire
thrift institutions subject to approval by the Federal Reserve Board and the Office of Thrift
Supervision. As a bank holding company located in the State of Ohio, First Financial is not
permitted to acquire a bank located in another state unless such acquisition is specifically
authorized by the statutes of such state, as is the case in Indiana, Michigan, and Kentucky. The
Act further provides that the Federal Reserve Board shall not approve any such acquisition that
would result in a monopoly or would be in furtherance of any combination or conspiracy to
monopolize or attempt to monopolize the business of banking in any part of the United States, or
the effect of which may be to substantially lessen competition or to create a monopoly in any
section of the country, or that in any other manner would be in restraint of trade, unless the
anti-competitive effects of the proposed transaction are clearly outweighed in the public interest
by the probable effect of the transaction in meeting the convenience and needs of the community to
be served.
The Act and the regulations of the Federal Reserve Board prohibit a bank holding company and its
subsidiaries from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property, or furnishing of services. The Act also imposes certain
restrictions upon dealings by affiliated banks with the holding company and among themselves,
including restrictions on inter-bank borrowing and upon dealings in the securities or obligations
of the holding company or other affiliates.
The Act was amended by the Gramm-Leach-Bliley Act of 1999 (GLBA), which was enacted on November 12,
1999. The GLBA also repealed portions of the Glass-Steagall Act, a piece of depression-era
legislation intended to separate banking and commerce. Under the GLBA, bank holding companies that
satisfy certain requirements may elect to become financial holding companies. The GLBA allows
financial holding companies to engage in certain activities that are “financial in nature” and that
are not permitted for bank holding companies. First Financial’s current strategic
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plans do not include utilizing theses expanded activities and as a result it has not
elected to become a financial holding company.
The earnings of banks, and, therefore, the earnings of First Financial (and its subsidiaries), are
affected by the policies of regulatory authorities, including the Federal Reserve Board. An
important function of the Federal Reserve Board is to regulate the national supply of bank credit
in an effort to prevent recession and to restrain inflation. Among the procedures used to
implement these objectives are open market operations in U.S. Government securities, changes in the
discount rate on member bank borrowings, and changes in reserve requirements on member bank
deposits.
These procedures are used in varying combinations to influence overall growth and distribution of
bank loans, investments and deposits, and their use also may affect interest rates charged on loans
or paid for deposits.
Monetary policies of the Federal Reserve Board have had a significant effect on the operating
results of commercial banks in the past and are expected to continue to do so in the future. The
effect, if any, of such policies upon the future business and earnings of First Financial cannot accurately be
predicted.
First Financial makes no attempt to predict the effect on its revenues and earnings of changes in
general economic, industrial, and international conditions or in legislation and governmental
regulations.
Compliance Matter
On July 2, 2002, Community First, which has since been merged with and into First Financial Bank,
entered into an agreement with the Federal Reserve Board regarding the steps necessary to bring the
bank into the compliance with the Bank Secrecy Act. Community First fully satisfied the provisions
of the agreement, and, as a result, the agreement was terminated by the Federal Reserve Board
effective January 29, 2004.
Item 1A. Risk Factors.
Investments in First Financial common shares involve risk. The market price of First Financial
common shares may fluctuate significantly in response to a number of factors, including:
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management’s ability to effectively execute its business plan; |
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the strength of the local economies in which operations are conducted; |
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the effects of and changes in policies and laws of regulatory agencies; |
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inflation, interest rates, market and monetary fluctuations; |
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acts of terrorism and any governmental response to such acts; |
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technological changes; |
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mergers and acquisitions; |
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the ability to increase market share and control expenses; |
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the effect of changes in accounting policies and practices that may be adopted by the
regulatory agencies as well as the Financial Accounting Standards Board and the
Securities and Exchange Commission; |
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the costs and effects of litigation and of unexpected or adverse outcomes in such
litigation; |
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the success of First Financial at managing the risks involved in the foregoing. |
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If management of First Financial is not able to effectively execute its business plan, First
Financial’s stock price may decline. Management has set an aggressive business plan and
restructuring of the corporation in an effort to cause the corporation to improve its efficiency
and earnings. If the plan is not implemented successfully, First Financial may not perform
relative to its peers and securities analysts’ may change their estimates of the company’s
financial performance, potentially decreasing the company’s stock price.
If First Financial does not adjust to changes in the financial services industry, its financial
performance may suffer. First Financial’s ability to maintain its history of strong financial
performance and return on investment to shareholders will depend in part on its ability to expand
its scope of available financial services to its customers. In addition to other banks, competitors
include securities dealers, brokers, mortgage bankers, investment advisors, credit unions, and
finance and insurance companies. The increasingly competitive environment is, in part, a result of
changes in regulation, changes in technology and product delivery systems, and the accelerating
pace of consolidation among financial service providers.
Future governmental regulation and legislation could limit growth. First Financial and its
subsidiaries are subject to extensive state and federal regulation, supervision and legislation
that govern nearly every aspect of operations. Changes to these laws could affect First Financial’s
ability to deliver or expand its services and diminish the value of its business.
Changes in interest rates could reduce income and cash flow. First Financial’s income and cash
flow depends to a great extent on the difference between the interest earned on loans and
investment securities, and the interest paid on deposits and other borrowings. Interest rates are
beyond First Financial’s control, and they fluctuate in response to general economic conditions and
the policies of various governmental and regulatory agencies, in particular, the Federal Reserve
Board. Changes in monetary policy, including changes in interest rates, will influence the
origination of loans, the purchase of investments, the generation of deposits and the rates
received on loans and investment securities and paid on deposits.
Additional factors, risks, and uncertainties could have a negative effect on the financial
performance of First Financial. Some of these factors are general economic and financial market
conditions, competition, continuing consolidation in the financial services industry, new
litigation or changes in existing litigation, regulatory actions, and losses.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The registrant and its subsidiaries operate from 88 banking centers: 52 banking centers are
located in Ohio, including First Financial’s executive office in Hamilton, Ohio; 32 banking centers
are located in Indiana; and 4 banking centers are located in Kentucky.
Item 3. Legal Proceedings.
Except for routine litigation incident to their business, the registrant and its subsidiaries are
not a party to any material pending legal proceedings, and none of their property is the subject of
any such proceedings.
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Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the shareholders during the fourth quarter of 2006.
Additional Item — Executive Officers.
Shown in the table below are the executive officers of First Financial Bancorp as of December 31,
2006. The executive officers are either officers of First Financial or officers of a subsidiary of
First Financial who perform policy-making functions for First Financial. The officers are elected
annually at the organizational meetings of the boards of directors of their respective affiliates
and serve until the next organizational meeting, or until their successors are elected and duly
qualified.
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Age |
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Position |
Claude E. Davis
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46 |
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President & Chief Executive Officer |
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C. Douglas Lefferson
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42 |
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Executive Vice President & Chief Operating Officer |
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Samuel J. Munafo
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56 |
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Executive Vice President, Banking |
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Richard Barbercheck
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48 |
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Senior Vice President, Chief Credit Officer |
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Gregory A. Gehlman
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45 |
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Senior Vice President, General Counsel, & Chief Risk Officer |
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J. Franklin Hall
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38 |
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Senior Vice President & Chief Financial Officer |
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Jill L. Wyman
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45 |
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Senior Vice President, Sales & Marketing |
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Anthony M. Stollings
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52 |
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Senior Vice President, Chief Accounting Officer, and Controller |
The following is a brief description of the business experience over the past five years of the
individuals named above.
Claude E. Davis joined First Financial as president, chief executive officer, and a member of the
board of directors on October 1, 2004. Beginning August 23, 2005, Mr. Davis became the president,
CEO, and chairman of the board of First Financial Bank. At the time he joined First Financial, Mr.
Davis was senior vice president at Irwin Financial Corporation and chairman of Irwin Union Bank and
Trust (the company’s lead bank), positions he had held since May 2003. Prior to that, Mr. Davis
served as president of Irwin Union Bank and Trust for seven years. Mr. Davis originally joined
Irwin Financial Corporation and Irwin Union Bank and Trust in 1987 as vice president and
controller.
C. Douglas Lefferson became executive vice president and chief operating officer of First Financial
effective April 1, 2005. Prior to that, he had been executive vice president and chief financial
officer, since December 13, 2004, after having served as its senior vice president and chief
financial officer since January 11, 2002. He has spent his entire banking career in various
positions within First Financial and First Financial Bank.
Sam Munafo became executive vice president with responsibility for all banking markets in January
of 2006. In March of 2005, Mr. Munafo became president of First Financial Bank. From 2001 until
March of 2005, he had served as president and chief executive officer of Community First Bank &
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Trust. From 1998 to 2001, Mr. Munafo served as president and chief executive officer of Indiana
Lawrence Bank. He has spent his entire banking career with various First Financial companies.
Richard Barbercheck transferred to the position of senior vice president and chief credit officer
in June of 2006. He joined First Financial in November of 2005 as senior vice president and chief
risk officer. Before joining First Financial, he was with Irwin Financial Corporation in Columbus,
Indiana, where he most recently had managed their credit risk evaluation group. He has a total of
25 years of banking experience, including bank management, commercial lending and credit
administration. He previously served as president of a small bank in Indiana from 1993 until 1998.
Gregory A. Gehlmann joined First Financial in June of 2005 as senior vice president and general
counsel. In July of 2006, he assumed the additional responsibility of chief risk officer. Prior to
joining First Financial, Mr. Gehlmann practiced law for 16 years in Washington, D.C. From March
2000 to June 2005, he served as partner/counsel at Manatt, Phelps & Phillips, LLP, Washington, D.C.
where he served as counsel to public and private companies, as well as investors, underwriters,
directors, officers, and principals regarding corporate securities, banking, and general business
and transactional matters.
J. Franklin Hall became senior vice president and chief financial officer of First Financial
effective April 1, 2005. Prior to that, he had served as first vice president, controller, and
director of finance for First Financial since December 13, 2004. He served as its vice president
and controller since January 11, 2002. Mr. Hall joined First Financial in June of 1999 as a
financial officer, advanced to assistant vice president in 2000 and became vice president on June
1, 2001. Prior to joining First Financial, Mr. Hall was a senior financial analyst at Firstar
Bank, N.A. (now known as US Bancorp) in Cincinnati, Ohio.
Jill Wyman became First Financial’s senior vice president and director of sales in October of 2005.
She joined the company in 2003 as vice president and sales director. Prior to joining First
Financial, she spent 19 years with the Lazarus division of Federated Department Stores in suburban
Cincinnati progressing through the sales-management ranks. In 2003, she was the store manager of a
Macy’s store in suburban Cincinnati. Prior to that, she was a retail merchandise manager for
Lazarus.
Anthony M. Stollings joined First Financial in December of 2006 as a senior vice president, chief
accounting officer, and controller. Prior to joining First Financial, Mr. Stollings was most
recently the chief financial officer of Midwest Financial Holdings, Inc. He previously spent 13
years with Provident Financial Group, Inc., a commercial banking and financial services company in
Cincinnati, Ohio, where he was most recently the chief accounting officer and controller from 2002
to 2004 and senior vice president and controller from 1998 to 2002.
10
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
| (a) |
|
First Financial had 3,752 shareholders of record of its outstanding common shares as of
February 20, 2007. First Financial’s common stock is listed on The Nasdaq Stock Market®.
The information contained on page 60 of the Notes to Consolidated Financial Statements in
First Financial’s Annual Report to Shareholders for the year ended December 31, 2006, is
incorporated herein by reference in response to this item. |
EQUITY COMPENSATION PLAN INFORMATION
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Number of securities |
| |
|
|
|
|
|
|
|
|
|
remaining available for |
| |
|
Number of securities to be |
|
Weighted-average |
|
future issuance under |
| |
|
issued upon exercise of |
|
exercise price of |
|
equity compensation plans |
| |
|
outstanding options, |
|
outstanding options, |
|
(excluding securities |
| Plan category |
|
warrants and rights |
|
warrants and rights |
|
reflected in column (a)) |
| |
| |
|
(a) |
|
(b) (1) |
|
(c) (1) |
| |
Equity compensation
plans approved by
security holders |
|
|
1,895,699 |
|
|
$ |
17.07 |
|
|
|
4,768,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
| (1) |
|
The securities included in this column are available for issuance under First
Financial’s 1999 Stock Option Plan for Non-Employee Directors (Director Plan) and its 1999
Stock Incentive Plan for Officers and Employees (Incentive Plan). Both the Director Plan
and the Incentive Plan include provisions regarding adjustments to the number of securities
available for future issuance under the respective plans in the event of a merger,
reorganization, consolidation, recapitalization, reclassification, split-up, spin-off,
separation, liquidation, stock dividend, stock split, reverse stock split, property
dividend, share repurchase, share combination, share exchange, issuance of warrants, rights
or debentures or other change in corporate structure of First Financial affecting First
Financial’s common shares. In any of the foregoing events, the Director Plan permits the
Board of Directors and the Incentive Plan permits the Board of Directors or the
Compensation Committee to make such substitution or adjustments in the aggregate number and
kind of shares available for issuance under the respective plans as the Board of Directors
(or, in the case of the Incentive Plan, the Compensation Committee) may determine to be
appropriate in its sole discretion. Of the securities reported in column (c) 418,931 are
available for future issuance under the Director Plan and 4,349,517 are available under the
Incentive Plan. |
The stock performance graph contained in “Financial Performance” on inside of the
back cover of First Financial Bancorp’s Annual Report to Shareholders for the year ended
December 31, 2006, is incorporated herein by reference in response to this item.
11
| (c) |
|
The following table shows the total number of shares repurchased in the fourth quarter of
2006. |
Issuer Purchases of Equity Securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
(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 (1) |
|
|
Per Share(1) |
|
|
Announced Plans (2) |
|
|
Under the Plans |
|
October 1 through
October 31, 2006 |
|
|
90,077 |
|
|
$ |
16.52 |
|
|
|
88,000 |
|
|
|
7,133,105 |
|
November 1 through
November 30, 2006 |
|
|
84,254 |
|
|
$ |
16.62 |
|
|
|
84,000 |
|
|
|
7,049,105 |
|
December 1 through
December 31, 2006 |
|
|
80,000 |
|
|
$ |
16.77 |
|
|
|
80,000 |
|
|
|
6,969,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
254,331 |
|
|
$ |
16.63 |
|
|
|
252,000 |
|
|
|
6,969,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
The number of shares purchased in column (a) and the average price paid per share in
column (b) include the purchase of shares other than through publicly announced plans. The
shares purchased other than through publicly announced plans were purchased pursuant to First
Financial’s Thrift Plan, Director Fee Stock Plan, 1999 Stock Option Plan for Non-Employee
Directors and 1999 Stock Incentive Plan for Officers and Employees. (The last two plans are
referred to hereafter as the Stock Option Plans.) The following tables show the number of
shares purchased pursuant to those plans and the average price paid per share. The purchases
for the Thrift Plan and the Director Fee Stock Plan were made in open-market transactions.
Under the Stock Option Plans, shares were purchased from plan participants at the then current
market value in satisfaction of stock option exercise prices. |
| |
|
|
|
|
|
|
|
|
| |
|
(a) |
|
|
(b) |
|
| |
|
Total Number |
|
|
Average |
|
| |
|
of Shares |
|
|
Price Paid |
|
| Period |
|
Purchased |
|
|
Per Share |
|
First Financial Bancorp Thrift Plan |
|
|
|
|
|
|
|
|
October 1 through
October 31, 2006 |
|
|
0 |
|
|
$ |
0.00 |
|
November 1 through
November 30, 2006 |
|
|
0 |
|
|
|
0.00 |
|
December 1 through
December 31, 2006 |
|
|
0 |
|
|
|
0.00 |
|
|
|
|
|
|
|
|
Total |
|
|
0 |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
12
| |
|
|
|
|
|
|
|
|
| |
|
(a) |
|
|
(b) |
|
| |
|
Total Number |
|
|
Average |
|
| |
|
of Shares |
|
|
Price Paid |
|
| Period |
|
Purchased |
|
|
Per Share |
|
Director Fee Stock Plan |
|
|
|
|
|
|
|
|
October 1 through
October 31, 2006 |
|
|
2,077 |
|
|
$ |
16.25 |
|
November 1 through
November 30, 2006 |
|
|
0 |
|
|
|
0.00 |
|
December 1 through
December 31, 2006 |
|
|
0 |
|
|
|
0.00 |
|
|
|
|
|
|
|
|
Total |
|
|
2,077 |
|
|
$ |
16.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Plans |
|
|
|
|
|
|
|
|
October 1 through
October 31, 2006 |
|
|
0 |
|
|
$ |
0.00 |
|
November 1 through
November 30, 2006 |
|
|
254 |
|
|
|
16.77 |
|
December 1 through
December 31, 2006 |
|
|
0 |
|
|
|
0.00 |
|
|
|
|
|
|
|
|
Total |
|
|
254 |
|
|
$ |
16.77 |
|
|
|
|
|
|
|
|
|
|
|
| (2) |
|
First Financial 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 that follows provides additional information regarding
those plans. |
| |
|
|
|
|
|
|
|
|
| |
|
Total Shares |
|
|
| Announcement |
|
Approved for |
|
Expiration |
| Date |
|
Repurchase |
|
Date |
2/25/2003 |
|
2,243,715 |
|
None |
1/25/2000 |
|
7,507,500 |
|
None |
Item 6. Selected Financial Data.
The information contained in Table 1 on page 22 of the Management’s Discussion and Analysis
section of First Financial’s Annual Report to Shareholders for the year ended December 31, 2006,
is incorporated herein by reference in response to this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in the Management’s Discussion and Analysis section, (pages 19 through
60) of First Financial’s Annual Report to Shareholders for the year ended December 31, 2006 is
incorporated herein by reference in response to this item.
13
Forward Looking Statements
Certain statements contained in this Annual Report on Form 10-K which are not statements of
historical fact constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act (the “Act”). In addition, certain statements in future filings
by First Financial with the Securities and Exchange Commission, in press releases, and in oral
and written statements made by or with the approval of First Financial which are not statements
of historical fact constitute forward-looking statements within the meaning of the Act. Examples
of forward-looking statements include, but are not limited to, projections of revenues, income or
loss, earnings or loss per share, the payment or non-payment of dividends, capital structure and
other financial items; statements of plans and objectives of First Financial or its management or
Board of Directors; and statements of future economic performance and statements of assumptions
underlying such statements. Words such as “believes,” “anticipates,” “intends,” and other similar
expressions are intended to identify forward-looking statements but are not the exclusive means
of identifying such statements.
Forward-looking statements involve risks and uncertainties which may cause actual results to
differ materially from those in such statements. Factors that could cause actual results to differ
from those discussed in the forward-looking statements include, but are not limited to,
management’s ability to effectively execute its business plan; the strength of the local economies
in which operations are conducted; the effects of and changes in policies and laws of regulatory
agencies; inflation, interest rates, market and monetary fluctuations; acts of terrorism and any
governmental response to such acts; technological changes; mergers and acquisitions; the ability to
increase market share and control expenses; the effect of changes in accounting policies and
practices that may be adopted by the regulatory agencies as well as the Financial Accounting
Standards Board and the Securities and Exchange Commission; the costs and effects of litigation and
of unexpected or adverse outcomes in such litigation; and the success of First Financial at
managing the risks involved in the foregoing.
Such forward-looking statements are meaningful only on the date when such statements are made, and
First Financial undertakes no obligation to update any forward-looking statement to reflect events
or circumstances after the date on which such a statement is made to reflect the occurrence of
unanticipated events.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The information contained on page 32 of the Management’s Discussion and Analysis section of First
Financial’s Annual Report to Shareholders for the year ended December 31, 2006, is incorporated
herein by reference in response to this item.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and reports of independent registered public accounting firm
included on pages 35 through 59 of the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year
ended December 31, 2006, are incorporated herein by reference.
The Quarterly Financial and Common Stock Data on page 60 of the Notes to Consolidated Financial
Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2006,
is incorporated herein by reference.
14
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
First Financial 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”). First
Financial’s 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, First Financial’s 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 First Financial, including its
consolidated subsidiaries, is communicated to them on a timely basis, and (ii) to accomplish the
purposes for which they were designed.
Changes in Internal Controls
First Financial maintains a system of internal accounting controls, which includes internal control
over financial reporting, that is designed to provide reasonable assurance that First Financial’s
financial records can be relied upon for preparation of its financial statements and that its
assets are safeguarded against loss from unauthorized use or disposition. In October of 2006,
First Financial converted from an outsourced data processing provider to an in-house data
processing environment. This conversion was consistent with First Financial’s organizational
consolidation and technology upgrade. The core system is used to process and accumulate data
ultimately utilized for financial reporting purposes. First Financial believes that this system
conversion represents a material change to First Financial’s internal control over financial
reporting. There were no other changes in First Financial’s internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, First
Financial’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
First Financial’s management is responsible for establishing and maintaining adequate internal
control over financial reporting. First Financial’s internal control over financial reporting is a
process designed under the supervision of First Financial’s chief executive officer and chief
financial officer to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Any system of internal control, no matter how well designed, has
inherent limitations, including the possibility that a control can be circumvented or overridden
and misstatements due to error or fraud may occur and not be detected. Also, because of changes in
conditions, internal control effectiveness may vary over time. Accordingly, even an effective
system of internal control will provide only reasonable assurance with respect to financial
statement preparation. As of December 31, 2006, First Financial’s management, including the chief
executive officer and the chief financial officer, evaluated the effectiveness of First Financial’s
internal controls over financial reporting, using as its framework for that evaluation the Internal
Control—Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the
Treadway Commission. Based upon that evaluation, management believes that First Financial’s
internal control over financial reporting is effective based on those criteria.
15
Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated
financial statements included in this Form 10-K, has issued an attestation report on management’s
assessment of the effectiveness of First Financial’s internal control over financial reporting as
of December 31, 2006. The report, which expresses an unqualified opinion on management’s
assessment and on the effectiveness of First Financial’s internal control over financial reporting
as of December 31, 2006, is included in this Item under the heading “Report on Effectiveness of
Internal Control Over Financial Reporting.”
| |
|
|
|
|
|
|
/s/ Claude E. Davis
|
|
|
|
/s/ J. Franklin Hall |
|
|
|
|
|
|
|
|
|
Claude E. Davis
|
|
|
|
J. Franklin Hall |
|
|
President & CEO
|
|
|
|
Senior Vice President & CFO |
|
|
February 27, 2007
|
|
|
|
February 27, 2007 |
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report on Effectiveness of Internal Control Over Financial Reporting
The Board of Directors and Shareholders of First Financial Bancorp
We have audited management’s assessment, included in the accompanying Management’s Report on
Internal Control Over Financial Reporting, that First Financial Bancorp maintained effective
internal control over financial reporting as of December 31, 2006, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). First Financial Bancorp’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment about the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on management’s assessment and an opinion on the effectiveness of the company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management’s assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
16
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that First Financial Bancorp maintained effective internal
control over financial reporting as of December 31, 2006, is fairly stated, in all material
respects, based on the COSO criteria. Also, in our opinion, First Financial Bancorp maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2006,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of First Financial Bancorp as of December
31, 2006 and 2005, and the related consolidated statements of earnings, changes in shareholders’
equity, and cash flows for each of the three years in the period ended December 31, 2006 and our
report dated February 27, 2007, expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Cincinnati, Ohio
February 27, 2007
Item 9B. Other Information.
In January of 2007, the First Financial Bancorp compensation committee extended the Severance Pay
Plan to December 31, 2007. A copy of the plan is included herein as Exhibit 10.28.
17
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Information appearing under “Election of Directors,” “Meetings of the Board of Directors and
Committees of the Board,” and “Section 16(a) Beneficial Ownership Reporting Compliance” of First
Financial’s Proxy Statement with respect to the Annual Meeting of Shareholders to be held on May 1,
2007, and which is expected to be filed with the SEC on or about March 24, 2007, pursuant to
Regulation 14A of the Securities Exchange Act of 1934 (First Financial’s 2007 Proxy Statement), is
incorporated herein by reference in response to this item.
Reference is also made to “Additional Item — Executive Officers” included in Part I of this Form
10-K in partial response to Item 10.
First Financial has adopted a code of ethics, the First Financial Bancorp. Code of Business Conduct
and Ethics (the Code), which applies to First Financial’s directors, officers and employees,
including its chief executive officer. The Code is available through First Financial’s website,
www.ffbc-oh.com or www.bankatfirst.com under the
“Investor Relations” link, under
“Corporate Governance.”
Item 11. Executive Compensation.
The information appearing under “Meetings of the Board of Directors and Committees of the Board,”
“Executive Compensation,” and “Compensation Committee Report” First Financial’s 2007 Proxy
Statement is incorporated herein by reference in response to this item.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information appearing under “Shareholdings of Directors, Executive Officers, and Nominees for
Director” of First Financial’s 2007 Proxy Statement is incorporated herein by reference in response
to this item.
Item 13. Certain Relationships and Related Transactions and Director Independence.
The information appearing in Note 18 of the Notes to Consolidated Financial Statements included on
page 55 of First Financial’s Annual Report to Shareholders is incorporated herein by reference in
response to this item. Reference is also made to information appearing under “Transactions with
Related Parties” of First Financial’s 2007 Proxy Statement in response to this item.
Item 14. Principal Accounting Fees and Services.
Information appearing under “Independent Registered Public Accounting Firm, Fees, and Engagement”
of First Financial’s 2007 Proxy Statement is incorporated herein by reference in response to this
item.
18
PART IV
Item 15. Exhibits, Financial Statement Schedules.
| |
|
|
|
|
| |
|
Page* |
(a) Documents filed as a part of the Report: |
|
|
|
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm |
|
|
36 |
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2006 and 2005 |
|
|
37 |
|
|
|
|
|
|
Consolidated Statements of Earnings for year ended
December 31, 2006, 2005, and 2004 |
|
|
38 |
|
|
|
|
|
|
Consolidated Statements of Cash Flows for year ended
December 31, 2006, 2005, and 2004 |
|
|
39 |
|
|
|
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity
for year ended December 31, 2006, 2005, and 2004 |
|
|
40 |
|
|
|
|
|
|
Notes to Consolidated Financial Statements |
|
|
41 |
|
|
|
|
|
|
(2) Financial Statement Schedules: |
|
|
|
|
|
|
|
|
|
Schedules to the consolidated financial statements
required by Regulation S-X are not required under the
related instructions, or are inapplicable, and therefore
have been omitted |
|
|
N/A |
|
|
|
|
| * |
|
The page numbers indicated refer to pages of the registrant’s Annual Report to Shareholders
for the fiscal year ended December 31, 2006 which are incorporated herein by reference. |
19
| 3.1 |
|
Articles of Incorporation, as amended as of April 27, 1999, and incorporated herein
by reference to Exhibit 3 to the Form 10-Q for the quarter ended June 30, 1999. File No.
000-12379. |
| |
| 3.2 |
|
Amended and Restated Regulations, as amended as of April 22, 2003, and incorporated
herein by reference to Exhibit 3.2 to the Form10-Q for the quarter ended June 30, 2003.
File No. 000-12379. |
| |
| 4.1 |
|
Rights Agreement between First Financial Bancorp and First National Bank of
Southwestern Ohio dated as of November 23, 1993, and incorporated herein by reference to
Exhibit 4 to the Form 10-K for year ended December 31, 1998. File No. 000-12379. |
| |
| 4.2 |
|
First Amendment to Rights Agreement dated as of May 1, 1998, and incorporated
herein by reference to Exhibit 4.1 to the Form 10-Q for the quarter ended March 31, 1998.
File No. 000-12379. |
| |
| 4.3 |
|
Second Amendment to Rights Agreement dated as of December 5, 2003, and incorporated
herein by reference to Exhibit 4.1 to First Financial’s Form 8-K filed on December 5,
2003. File No. 000-12379. |
| |
| 4.4 |
|
No instruments defining the rights of holders of long-term debt of First Financial
are filed herewith. Pursuant to (b)(4)(iii) of Item 601 of Regulation S-K, First
Financial agrees to furnish a copy of any such agreements to the Securities and Exchange
Commission upon request. |
| |
| 10.1 |
|
Agreement between Mark W. Immelt and First Financial Bancorp. dated August 4, 2000,
and incorporated herein by reference to Exhibit 10.3 to the Form10-Q for the quarter
ended September 30, 2000. File No. 000-12379. |
| |
| 10.2 |
|
Amendment to Employment Agreement between Mark W. Immelt and First Financial
Bancorp. dated May 20, 2003, and incorporated herein by reference to Exhibit 10.4 to the
Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379. |
| |
| 10.3 |
|
Agreement between Charles D. Lefferson and First Financial Bancorp. dated August 4,
2000, and incorporated herein by reference to Exhibit 10.5 to the Form 10-K for the year
ended December 31, 2002. File No. 000-12379. |
| |
| 10.4 |
|
Amendment to Employment Agreement between Charles D. Lefferson and First Financial
Bancorp. dated May 23, 2003, and incorporated herein by reference to Exhibit 10.5 to the
Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379. |
20
| 10.5 |
|
Agreement between C. Thomas Murrell, III and First Financial Bancorp. dated April
30, 2003, and incorporated herein by reference to Exhibit 10.6 to the Form 10-Q for the
quarter ended June 30, 2003. File No. 000-12379. |
| |
| 10.6 |
|
First Financial Bancorp. 1991 Stock Incentive Plan, dated September 24, 1991, and
incorporated herein by reference to a Registration Statement on Form S-8, Registration
No. 33-46819. |
| |
| 10.7 |
|
First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan, dated April
24, 1997, and incorporated herein by reference to a Registration Statement on Form S-3,
Registration No. 333-25745. |
| |
| 10.8 |
|
First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees,
dated April 27, 1999, and incorporated herein by reference to a Registration Statement on
Form S-8, Registration No. 333-86781. |
| |
| 10.9 |
|
First Financial Bancorp. 1999 Non-Employee Director Stock Plan, as dated April 27,
1999 and amended and restated as of April 26, 2005, and incorporated herein by reference
to Exhibit 10.11 to the Form 10-Q for the quarter ended March 31, 2006. File No.
000-12379. |
| |
| 10.10 |
|
First Financial Bancorp. Director Fee Stock Plan amended and restated effective
April 20, 2004, and incorporated herein by reference to Exhibit 10.12 to the Form10-Q for
the quarter ended June 30, 2004. File No. 000-12379. |
| |
| 10.11 |
|
Form of Executive Supplemental Retirement Agreement, incorporated herein by
reference to Exhibit 10.11 to the Form 10-K for the year ended December 31, 2002. File
No. 000-12379. |
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| 10.12 |
|
Form of Endorsement Method Split Dollar Agreement, incorporated herein by
reference to Exhibit 10.12 to the Form 10-K for the year ended December 31, 2002. File
No. 000-12379. |
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| 10.13 |
|
First Financial Bancorp. Deferred Compensation Plan, effective June 1, 2003, and
incorporated herein by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended
June 30, 2003. File No. 000-12379. |
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| 10.14 |
|
Form of Stock Option Agreement for Incentive Stock Options, incorporated herein by
reference to Exhibit 10.1 to the Form 8-K filed on January 27, 2005. File No. 000-12379. |
| |
| 10.15 |
|
Form of Stock Option Agreement for Nonqualified Stock Options, incorporated herein
by reference to Exhibit 10.2 of the Form 8-K filed on January 27, 2005. File No.
000-12379. |
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| 10.16 |
|
Form of First Financial Bancorp. 1999 Stock Incentive Plan for Officers and
Employees Agreement for Restricted Stock Award, incorporated herein by reference to
Exhibit 10.3 to the Form 8-K filed on January 27, 2005. File No. 000-12379. |
21
| 10.17 |
|
Terms of First Financial Bancorp. Performance Incentive Compensation Plan,
incorporated herein by reference to the Form 8-K filed on January 27, 2005. File No.
000-12379. |
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| 10.18 |
|
First Financial Bancorp. Schedule of Directors’ Fees and incorporated by reference
to Exhibit 10.1 to the Form 8-K filed on November 9, 2005. File No. 000-12379. |
| |
| 10.19 |
|
Form of Stock Option Agreement for Incentive Stock Options and incorporated herein
by reference to Exhibit 10.1 to the Form 8-K filed on April 22, 2005. File No.
000-12379. |
| |
| 10.20 |
|
Form of Stock Option Agreement for Non-Qualified Stock Options and incorporated
herein by reference to Exhibit 10.2 to the Form 8-K filed on April 22, 2005. File No.
000-12379. |
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| 10.21 |
|
Form of Stock Option Agreement for Restricted Stock Awards and incorporated herein
by reference to Exhibit 10.3 to the Form 8-K filed on April 22, 2005. File No.
000-12379. |
| |
| 10.22 |
|
Severance Agreement and Release between C. Thomas Murrell and First Financial
Bancorp. dated December 4, 2005, and incorporated by reference to Exhibit 10.27 to the
Form 10-K for the year ended December 31, 2005. File No. 000-12379. |
| |
| 10.23 |
|
Severance Agreement and Release between Rex. A. Hockemeyer and First Financial
Bancorp. dated January 28,2006, and incorporated by reference to Exhibit 10.28 to the
Form 10-K for the year ended December 31, 2005. File No. 000-12379. |
| |
| 10.24 |
|
Terms of First Financial Bancorp. Short-Term Incentive Plan, incorporated herein
by reference to the Form 8-K filed on April 28, 2005. File No. 000-12379. |
| |
| 10.25 |
|
Severance Agreement and Release between Mark Immelt and First Financial Bancorp.
dated June 30, 2006, incorporate herein by reference to the Form 10-Q for the quarter
ended June 30, 2006. File No. 000-12379. |
| |
| 10.26 |
|
Form of Agreement for Restricted Stock Award for Non-Employee Directors dated
April 25, 2006, incorporate herein by reference to the Form 10-Q for the quarter ended
June 30, 2006. File No. 000-12379. |
| |
| 10.27 |
|
Amended and Restated Employment and Non-Competition Agreement between Claude E.
Davis and First Financial Bancorp. dated August 22, 2006, and incorporated herein by
reference to Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on August 28, 2006.
File No. 000-12379. |
| |
| 10.28 |
|
First Financial Bancorp. Severance Pay Plan as approved January 1, 2007. |
22
| 13 |
|
Registrant’s annual report to shareholders for the year ended December 31, 2006. |
| |
| 14 |
|
First Financial Bancorp. Code of Business Conduct and Ethics. |
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| 21 |
|
First Financial Bancorp. Subsidiaries. |
| |
| 23 |
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
| |
| 31.1 |
|
Certification by Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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| 31.2 |
|
Certification by Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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| 32.1 |
|
Certification of Periodic Financial Report by 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. |
The Company will furnish, without charge, to a security holder upon request a copy of the
documents, portions of which are incorporated by reference (Annual Report to Shareholders and Proxy
Statement), and will furnish any other Exhibit upon payment of reproductions costs.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FIRST FINANCIAL BANCORP.
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By:
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/s/ Claude E. Davis |
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| Claude E. Davis, Director |
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| President & Chief Executive Officer |
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Date
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2/27/07 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
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/s/ Claude E. Davis
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/s/ J. Franklin Hall |
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Claude E. Davis, Director
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J. Franklin Hall, Senior Vice |
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President & Chief Executive Officer
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President & Chief Financial Officer |
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Date 2/27/07
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Date 2/27/07 |
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/s/ Bruce E. Leep
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/s/ Anthony M. Stollings |
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Bruce E. Leep, Director
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Anthony M. Stollings, Senior Vice President, |
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Chairman of the Board
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Chief Accounting Officer, & Controller |
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Date 2/27/07
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Date 2/27/07 |
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/s/ Donald M. Cisle
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/s/ Richard E. Olszewski |
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Donald M. Cisle, Director
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Richard E. Olszewski, Director |
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Date 2/27/07
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Date 2/27/07 |
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/s/ Corinne R. Finnerty
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/s/ Barry S. Porter |
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Corinne R. Finnerty, Director
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Barry S. Porter, Director |
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Date 2/27/07
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Date 2/27/07 |
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24
SIGNATURES (CONT’D)
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/s/ William J. Kramer
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/s/ Steven C. Posey |
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William J. Kramer, Director
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Steven C. Posey, Director |
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Date 2/27/07
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Date 2/27/07 |
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/s/ Murph Knapke
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/s/ Susan L. Knust |
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Murph Knapke, Director
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Susan L. Knust, Director |
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Date 2/27/07
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Date 2/27/07 |
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/s/ J. Wickliffe Ach |
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J. Wickliffe Ach, Director
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Date 2/27/07 |
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