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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-19 · 42 added, 39 removed, 216 unchanged (27% of the section changed)

4 unchanged sentences

Based upon that evaluation, First Financial’s chief executive officer and chief financial officer have concluded that such disclosure controls and procedures are effective to ensure that material information required to be disclosed by First Financial, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

On December 31, 2021, First Financial acquired Summit Funding Group, Inc.

The internal control over financial reporting of Summit's operations were excluded from the evaluation of effectiveness of First Financial's disclosure controls and procedures as of the period end covered by this report as a result of the timing of the acquisition.

As a result of the Summit acquisition, First Financial will be evaluating changes to processes, information technology systems and other components of internal control over financial reporting as part of its integration activities.

The acquired Summit operations represents 1.5% of total consolidated assets as of the period covered by this report.

Internal Control Over Financial Reporting

Management's Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm included in First Financial’s 2020 Annual Report (included as Exhibit 13 of this report), are incorporated herein by reference.

Management's Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm included in First Financial’s 2021 Annual Report to Shareholders (included as Exhibit 13 of this report), are incorporated herein by reference.

Changes in Internal Controls Over Financial Reporting

1 unchanged sentence

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

24 unchanged sentences

Certain Relationships and Related Transactions.

The information appearing in Note 13 - Loans to Related Parties in the Notes to Consolidated Financial Statements included in First Financial’s 2020 Annual Report (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.

The information appearing in Note 13 - Loans to Related Parties in the Notes to Consolidated Financial Statements included in First Financial’s 2021 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.

2 unchanged sentences

Exhibits, Financial Statement Schedules.

(a) (1) The consolidated financial statements (and report thereon) listed below are incorporated herein by reference from First Financial’s 2020 Annual Report (included as Exhibit 13 of this report) as noted:

Reports of Independent Registered Public Accounting Firm - Incorporated by reference from First Financial’s 2020 Annual Report

(a) (1) The consolidated financial statements (and report thereon) listed below are incorporated herein by reference from First Financial’s 2021 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 2021 Annual Report

Consolidated Balance Sheets as of December 31, 2021 and 2020 - Incorporated by reference from First Financial’s 2021 Annual Report

1 unchanged sentence

Consolidated Statements of Comprehensive Income for years ended December 31, 2021, 2020 and 2019 - Incorporated by reference from First Financial’s 2021 Annual Report

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2020, 2019 and 2018 - Incorporated by reference from First Financial’s 2020 Annual Report

Consolidated Statements of Changes in Shareholders' Equity for years ended December 31, 2021, 2020 and 2019 - Incorporated by reference from First Financial’s 2021 Annual Report

Consolidated Statements of Cash Flows for years ended December 31, 2021, 2020 and 2019 - Incorporated by reference from First Financial’s 2021 Annual Report

5 unchanged sentences

2.1 Agreement and Plan of Merger, dated July 25, 2017 between First Financial Bancorp.

and MainSource F i n ancial Group, Inc.

( Incorported by r eference from E xhibit 2.1 to the Current Report on Form 8-K filed on July 27, 2017 ) (certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No.

and MainSource Financial Group, Inc.

(Incorpor a ted by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on July 27, 2017) (certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No.

2.2 Agreement and Plan of Merger dated as of June 18, 2019, by and among First Financial Bancorp., First Financial Bank, Wallace Merger Sub, LLC, Bannockburn Global Forex, LLC and Fortis Advisors, LLC, solely in its capacity as Member Representative (filed as Exhibit 1.1 to First Financial's Current Report on Form 8-K filed on June 19, 2019) (File No.

1 unchanged sentence

1 to Agreement and Plan of Merger, dated as of August 6, 2019, by and among First Financial Bancorp., First Financial Bank, Wallace Merger Sub, Bannockburn Global Forex, LLC, and Fortis Advisors, LLC, solely in its capacity as the Member Representative (Incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on August 6, 2019)(/File No.

001- 34762 ).

2.4 Amendment No.

2 to Agreement and Plan of Merger, dated as of August 29, 2019, by and among First Financial Bancorp., First Financial Bank, Wallace Merger Sub LLC, Bannockburn Global Forex, LLC, and Fortis Advisors, LLC, solely in its capacity as the Member Representative (filed as Exhibit 2.1 to First Financial’s Current Report on Form 8-K filed on September 3, 2019, and incorporated herein by reference).

2.5 Stock Purchase Agreement, dated as of December 6, 2021, by and among First Financial Bancorp., First Financial Bank, Summit Funding Group, Inc., the Sellers (as defined therein), and Richard L.

Ross, as Sellers’ Representative (Incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on December 7, 2021) (certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No.

3.1 Amended Articles of Incorporation of First Financial Bancorp (reflecting all amendments filed with the Ohio Secretary of State) [for purposes of SEC reporting compliance only - not filed with the Ohio Secretary of State] (filed as exhibit 3.2 to the Form S-3 on July 31, 2014 and incorporated hereby by reference)(File No.

57 unchanged sentences

4.20 Form of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (Included in Exhibit 4.19 of this Form 10-K)(Incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K filed on April 30, 2020) (File No.

4.21 Description of Registrant's Securities ( f ile d as Exhibit 4.19 to the Annual Report o n Form 10-K filed on February 221, 2020).

4.21 Description of Registrant's Securities (filed as Exhibit 4.19 to the Annual Report on Form 10-K filed on February 221, 2020).

10.1 First Financial Bancorp.

27 unchanged sentences

Davis, President and Chief Executive Officer dated December 31, 2013 (filed as Exhibit 10.1 to the Form 8-K filed on January 7, 2014 and incorporated herein by reference) (File No.

10.16 Employment and Non-Competition Agreement between First Financial Bank and Richard S.

Dennen, President of Oak Street Funding, LLC dated July 23, 2015 (filed as exhibit 10.37 to the Form 10-K for the year ended December 31, 2015 and incorporated herein by reference) (File No.

10.16 First Financial Bancorp Amended and Restated 2012 Stock Plan (filed as Exhibit A to the Definitive Proxy Statement filed on April 13, 2017 and incorporated herein by reference) (File No.

23 unchanged sentences

Anderson and First Financial Bank dated September 18, 2017 (filed as exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on September 22, 2017 and incorporated herein by reference) (File No.

10.29 Amended and Restated Employment Agreement and Non-Competition Agreement between First Financial Bank and Anthony M.

Stollings dated October 13, 2017 (filed as exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 13, 2017 and incorporated herein by reference) (File No.

10.28 MainSource Financial Group, Inc.

1 unchanged sentence

for the year ending December 31, 2007, filed March 17, 2008 with the Commission).*

10.31 Loan Agreement between U.S.

Bank National Association and MainSource Financial Group, Inc., dated April 28, 2016 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of MainSource Financial Group, Inc.

filed on August 8, 2016).

10.29 Letter Agreement dated June 3, 2019, between Claude E.

4 unchanged sentences

10.31 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.

2020 Stock Plan (filed herewith).*

2020 Stock Plan (filed as Exhibit 10.34 to the Reg istrant 's Annual Report on Form 10-K for the year ended December 31 , 2020 and incorporate d here i n by reference ) (File No .

10.32 Form of Agreement for Performance Stock Awards under the First Financial Bancorp.

2020 Stock Plan (filed herewith).*

2020 Stock Plan (filed as Exhibit 10.35 to the R egistrant 's Annual R eport on Form 10-K for the year ended December 31,2020 and incorporated here i n by reference( (File No.

001-34762 ).*

10.33 Severance and Change in Control Agreement between Richard Dennen and First Financial Bank dated September 21, 2021 .*

10.34 Credit Agreement by and between First Financial Bancorp.

and Stifel Bank & Trust dated as of December 29, 2021 (filed herewith).

10.35 Pledge and Security Agreement by and between First Financial Bancorp.

and Stifel Bank & Trust dated as of December 29, 2021 (filed herewith).

13 Registrant's annual report to shareholders for the year ended December 31, 2021.

2 unchanged sentences

14.2 Code of Ethics for the CEO and Senior Financial Officers (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 29, 2012 and incorporated herein by reference) (File No.

21 First F inanc ial B ancorp.

21 First Financial Bancorp.

Subsidiaries .

5 unchanged sentences

101.1 Financial statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, formatted in XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail.**

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements, as blocks of text and in detail.**

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.

21 unchanged sentences

Date 2/18/2022 Date 2/18/2022

Wickliffe Ach /s/ William G.

Wickliffe Ach, Director William G.

Barron, Director

/s/ William G.

Barron /s/ Vincent A.

Barron, Director Vincent A.

Berta, Director

Date 2/18/2022 Date 2/18/2022

/s/ Vincent A.

Berta /s/ Cynthia O.

Berta, Director Cynthia O.

Booth, Director

/s/ Cynthia O.

Booth /s/ Corinne R.

Booth, Director Corinne R.

Finnerty, Director

Date 2/18/2022 Date 2/18/2022

/s/ Corinne R.

Finnerty /s/ Susan L.

Finnerty, Director Susan L.

Knust, Director

Knust /s/ William J.

Knust, Director William J.

Kramer, Director

Date 2/18/2022 Date 2/18/2022

/s/ William J.

Kramer /s/ John T.

Kramer, Director John T.

Neighbours, Director

Neighbours /s/ Thomas M.

Neighbours, Director Thomas M.

O'Brien, Director

Date 2/18/2022 Date 2/18/2022

/s/ Thomas M.

O'Brien /s/ Maribeth S.

O'Brien, Director Maribeth S.

/s/ Maribeth S.

Rahe, Director

Date 2/19/2021 Date 2/19/2021

Date 2/18/2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures