FIRST FINANCIAL BANCORP. (NASDAQ:FFBC) Files An 8-K Results of Operations and Financial ConditionItem 2.02Results of Operations and Financial Condition.
On January 18, 2018, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the twelve months and fourth quarter of 2017. A copy of the earnings press release is attached as Exhibit 99.1. The information included in the press release is considered to be “filed” under the Securities Exchange Act of 1934.
First Financial Bancorp. also provided electronic presentation slides on its web site used in connection with the earnings conference call. A copy of the electronic presentation slides is included in this Report as Exhibit 99.2 and is considered to be “furnished” under the Securities Exchange Act of 1934.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this report which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the transaction between the Company and MainSource, which are subject to numerous assumptions, risks and uncertainties. Words such as ‘‘believes,’’ ‘‘anticipates,’’ “likely,” “expected,” “estimated,” ‘‘intends’’ and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make about (i) our future operating or financial performance, including revenues, income or loss and earnings or loss per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels, (iv) our plans, objectives and strategies, and (v) the assumptions that underlie our forward-looking statements.
As with any forecast or projection, forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that may cause actual results to differ materially from those set forth in the forward-looking statements. Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Important factors that could cause actual results to differ materially from those in our forward-looking statements include the following, without limitation: (i) economic, market, liquidity, credit, interest rate, operational and technological risks associated with the Company’s business; (ii) the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and other legislation and regulation relating to the banking industry; (iii) management’s ability to effectively execute its business plans; (iv) mergers and acquisitions, including costs or difficulties related to the integration of acquired companies; (v) the Company’s ability to comply with the terms of loss sharing agreements with the FDIC; (vi) the effect of changes in accounting policies and practices; (vii) changes in consumer spending, borrowing and saving and changes in unemployment; (viii) changes in customers’ performance and creditworthiness; and (ix) the costs and effects of litigation and of unexpected or adverse outcomes in such litigation. Additional factors that may cause our actual results to differ materially from those described in our forward-looking statements can be found in the Form 10-K for the year ended December 31, 2016, as well as its other filings with the SEC, which are available on the SEC website at www.sec.gov.
Statements concerning the potential merger of the Company and MainSource may also be forward-looking statements. Please refer to each of the Company’s and MainSource’s Annual Report on Form 10-K for the year ended December 31, 2016, as well as their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
In addition to factors previously disclosed in reports filed by the Company and MainSource with the SEC, risks and uncertainties for the Company, MainSource and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; the risk that integration of MainSource's operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the inability to close the Merger in a timely manner; diversion of management's attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the , including receipt of required regulatory and other approvals; the failure of the proposed Merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the Merger on the Company’s, MainSource’s or the combined company's respective customer relationships and operating results; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and general competitive,
economic, political and market conditions and fluctuations. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, neither the Company nor MainSource assumes any obligation to update any forward-looking statement.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No.Description
FIRST FINANCIAL BANCORP /OH/ ExhibitEX-99.1 2 a8k4q17earningsreleaseex991.htm EXHIBIT 99.1 Document EXHIBIT 99.1First Financial Bancorp Announces Fourth Quarter and Full Year 2017 Financial Results Full Year Earnings per Diluted Share Increased 9% Compared to 2016Cincinnati,…To view the full exhibit click here
About FIRST FINANCIAL BANCORP. (NASDAQ:FFBC)
First Financial Bancorp. (First Financial) is a regional bank holding company. First Financial is engaged in the business of commercial banking and other banking and banking-related activities through its subsidiary, First Financial Bank, National Association (the Bank). The range of banking services provided by First Financial to individuals and businesses include commercial lending, real estate lending and consumer financing. First Financial offers deposit products that include interest-bearing and non-interest-bearing accounts, time deposits and cash management services for commercial customers. First Financial’s Wealth Management division provides a range of trust and asset management services. It operates over 110 banking centers. The Company’s operating markets are located within the regions of Ohio, Indiana, and Kentucky. First Financial operates over 60 banking centers in Ohio, approximately 40 banking centers in Indiana and over four banking centers in Kentucky.
