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 (including certain forward looking statements) of First Financial’s 2022 Annual Report to Shareholders (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
The information contained in the Market Risk section and in Table 18 - Market Risk Disclosure of the Management’s Discussion and Analysis section in First Financial's 2022 Annual Report to Shareholders (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item.
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Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and the reports of our independent registered public accounting firm included in the Consolidated Financial Statements and the Notes to Consolidated Financial Statements in First Financial’s 2022 Annual Report to Shareholders (included as Exhibit 13 of this report), are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under
Rule 13a-15 of the Securities Exchange Act of 1934, that are designed to cause the material information required to be disclosed by First Financial in the reports it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the Securities and Exchange Commission’s rules and forms. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
As of the end of the period covered by this report, First Financial performed an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in First Financial's internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, First Financial's internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Certain information concerning executive officers of First Financial has been supplied in the “Supplemental Item. Executive Officers of the Registrant” of this Form 10-K. Information appearing under “Election of Directors,” “Corporate Governance - Board Committees,” “Shareholder Nominations for Election to the Board” and "Delinquent Section 16(a) Reports" of First Financial's Definitive Proxy Statement with respect to the Annual Meeting of Shareholders to be held on May 23, 2023, and which is expected to be filed with the SEC, pursuant to Regulation 14A of the Exchange Act (First Financial’s Proxy Statement) within 120 days of the close of our fiscal year, is incorporated herein by reference in response to this item.
Item 11. Executive Compensation.
The information appearing under the headings “Meetings of the Board of Directors and Committees of the Board,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in First Financial’s 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 the heading “Shareholdings of Directors, Executive Officers, and Nominees for Director” of First Financial’s Proxy Statement is incorporated herein by reference in response to this item.
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2022 with respect to compensation plans under which our common shares may be issued:
Securities authorized for issuance under equity compensation plans
Plan category (a) (b) (c) (1)
Equity compensation plans approved by security holders 4,855 $ 9.86 2,956,475
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 the First Financial Bancorp. 2020 Stock Plan, which was approved by the shareholders at the 2020 Annual Meeting.
Item 13. Certain Relationships and Related Transactions.
The information appearing in Note 15 - Related Parties Transactions in the Notes to Consolidated Financial Statements included in First Financial’s 2022 Annual Report to Shareholders (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item. The information appearing under the heading “Corporate Governance-Transactions with Related Parties” in First Financial’s Proxy Statement is incorporated herein by reference in response to this item.
Item 14. Principal Accounting Fees and Services.
Information appearing under the heading “Independent Registered Public Accounting Firm Fees” in First Financial’s Proxy Statement is incorporated herein by reference in response to this item.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) (1) The consolidated financial statements (and report thereon) listed below are incorporated herein by reference from First Financial’s 2022 Annual Report to Shareholders (included as Exhibit 13 of this report) as noted:
Reports of Independent Registered Public Accounting Firm (PCAOB ID 173) - Incorporated by reference from First Financial's 2022 Annual Report
Consolidated Balance Sheets as of December 31, 2022 and 2021 - Incorporated by reference from First Financial’s 2022 Annual Report
Consolidated Statements of Income for years ended December 31, 2022, 2021 and 2020 - Incorporated by reference from First Financial’s 2022 Annual Report
Consolidated Statements of Comprehensive Income for years ended December 31, 2022, 2021 and 2020 - Incorporated by reference from First Financial’s 2022 Annual Report
Consolidated Statements of Changes in Shareholders' Equity for years ended December 31, 2022, 2021 and 2020 - Incorporated by reference from First Financial’s 2022 Annual Report
Consolidated Statements of Cash Flows for years ended December 31, 2022, 2021 and 2020 - Incorporated by reference from First Financial’s 2022 Annual Report
Notes to Consolidated Financial Statements - Incorporated by reference from First Financial’s 2022 Annual Report
(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
(3) Exhibits:
The documents listed below are filed/furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference as noted:
Exhibit
Number
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21 First Financial Bancorp. Subsidiaries.
23 Consent of Crowe LLP, Independent Registered Public Accounting Firm.
First Financial 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 the payment of reproduction costs.
* Compensation plan(s) or arrangement(s).
** As provided in Rule 406T of Regulation S-T, this information shall not be deemed "filed" for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.
Item 16. Form 10-K Summary.
None.
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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.
By: /s/ Archie M. Brown
Archie M. Brown, Director
President and Chief Executive Officer
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.
/s/ Archie M. Brown /s/ James M. Anderson
/s/ Claude E. Davis /s/ Scott T. Crawley
Claude E. Davis, Director Scott T. Crawley, Senior Vice President and Controller
Chairman of the Board (Principal Accounting Officer)
/s/ William G. Barron /s/ Vincent A. Berta
William G. Barron, Director Vincent A. Berta, Director
/s/ Cynthia O. Booth /s/ Corinne R. Finnerty
Cynthia O. Booth, Director Corinne R. Finnerty, Director
/s/ Susan L. Knust /s/ William J. Kramer
Susan L. Knust, Director William J. Kramer, Director
/s/ Thomas M. O'Brien /s/ Maribeth S. Rahe
Thomas M. O'Brien, Director Maribeth S. Rahe, Director
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/s/ Gary W. Warzala
Gary W. Warzala, Director
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