Claude Davis - President & Chief Executive Officer Frank Hall - Executive Vice President, Chief Financial Officer & Chief Operating Officer Kenneth Lovik - Vice President, Investor Relations & Corporate Development

Matthew Keating - Barclays Capital

Thank you Ken and thank you to those joining the call today. We reported net income of $15.6 million or $0.27 per diluted common share for the second quarter, representing a return on assets of 1.01% and a return on equity of 8.54%.

During the quarter we incurred $3.4 million of expenses not expected to recur, related to the Liberty branch acquisition and other exit and transition activity, which reduced earnings per share by $0.04. Excluding these items net income totaled $17.7 million and earnings per share were $0.31, representing an adjusted return on assets of 1.15% and return on equity of 9.68%.

Our adjusted pre-tax pre-provision earnings were $33 million for the third quarter, representing an increase of $2.2 million or 7% over the second quarter. Our provision for uncovered loans totaled $7.6 million, an increase of $1.9 million compared to the second quarter and represented almost 113% of quarterly net charge-offs.

From an acquisition perspective, the third quarter continued to be a busy one as we announced the second branch purchase with the signing and agreement to acquire 22 Indiana based banking centers from Flagstar Bank, 18 of which are located in the Indianapolis area. We are extremely excited about the opportunity this acquisition provides as it significantly enhances our presence in an important metropolitan market, with increased brand recognition expected to drive growth across all business lines serving the central Indiana area.

We are well into our integration activities and are still on track to close the transaction during the fourth quarter. We also closed the Liberty branch transaction during the quarter, successfully completing all integration activities and transferring the retail and commercial relationships acquired to the First Financial brand.

We are pleased to welcome the new associates joining First Financial from Liberty and look forward to building a strong relationship with all of our new clients. With regard to capital management, we paid our first payable dividend during the quarter; representing a 100% dividend payout ratio based on our second quarters reported earnings per share.

Based on yesterday’s closing price of our stock at $16.23, the dividend yield in our stock is 6.7%, placing it among the highest dividend yielding investments in the banking industry. The Board has authorized a regular dividend of $0.12 per share and our second variable dividend of $0.15 per share for our next scheduled dividend to be paid in January of 2012.

As of September 30, our tangible common ratio was 10.38%, tier-one leverage ratio is 10.87% and total risk based capital ratio was 20.08%. Our capital ratios, which received no benefit from the second quarter earnings due to the variable dividend, declined during the quarter as a result of the Liberty acquisition; however, they are still well in excess of our stated threshold of a tangible equity ratio at 7%, tier one leverage ratio of 8% and total capital ratio of 13%.

We still have the ability to support significant asset growth and under the most constraining of our thresholds, have capacity to support approximately $1.9 billion in additional assets. We expect to continue paying the variable dividend until we have capital deployment opportunities such as acquisitions or organic growth that moves us closer towards our capital thresholds.

Total classified assets declined for the fifth consecutive quarter and were down $12.2 million or 6.6% compared to the linked quarter and are down $40 million or 18.8% compared to the third quarter 2010. Total non-performing assets declined $1.9 million during the quarter and as of September 30 total non-performing assets to total assets equaled 1.40%.

The decline in non-performing assets was due to a reduction in OREO as we sold one of our larger commercial real estate properties in the portfolio. This is offset by an increase of $2.4 million in non-performing loans, but as a percentage of total loans, total non-performing loans decreased to 2.60% from 2.65% as of June 30.

Total loans excluding the covered portfolio increased $148.5 million or 5.3% compared to the prior quarter, driven in large part by the loans we acquired as part of the Liberty transaction. While loan demand continues to be generally week in our operating markets, we were able to capitalize on lending opportunities as our legacy originated portfolio increased 3.2% on an annualized basis compared to the second quarter, driven by growth in our commercial portfolio which increased 8.8% on an annualized basis compared to the prior quarter.

Within our commercial and CRE portfolios, the level of total new originations and renewals remained consistent with volumes over the past several quarters and was up significantly over volumes of one year ago. One aspect during the quarter I would like to point out is that new originations were especially strong, demonstrating our ability to build new client relationships in a competitive market where high quality lending opportunities are limited.

We are also encouraged by the fact that our CNI and CRE pipeline at the end of the quarter was approximately 14% higher than it was at the end of the second quarter, which was already at an elevated level compared to recent quarters. In closing, we are very pleased with our results for the quarter.

Our strong profitability, continued growth and pre-tax, pre-provision income and decline in non-performing assets were all very positive aspects of the quarter. While we did see some contraction in the net interest margin, we are actively managing our balance sheet and feel we still have some opportunities to offset the margin pressure driven by the challenges of the current interest rate and environment.

I will now turn the call over to Frank for a further discussion on our financial performance.

Thank you Claude. Now we’ll start by providing a few comments on some of the operating results of the quarter and the major components of performance.

We have also provided supplemental information furnished separately that is available on our website bankatfirst.com in the Investor Relations section or in the 8-K we filed last night. As in previous quarters, this supplement is crucial to establishing and maintaining a clear understanding of our reported results, as well as the concepts that have a material affect on our current and future performance.

As many of you know from following our company, our operating results are materially impacted by unique accounting and reporting requirements and the strategic distinctions we have made related to our 2009 acquisitions; however, to aid in the clear understanding of our strategic activities, we will focus primarily on the ongoing or strategic aspects of our business on this call. Our earnings release and our supplemental information should provide sufficient information and transparency into the purchase accounting details in the impact of non-strategic components of our results.

These complexities have also been discussed at length in our previous earnings calls and the technical accounting call that we hosted on February 4 of this year. This information is also available on our website.

Third quarter 2011 GAAP earnings per diluted share were $0.27. Our operating results are best summarized on the pre-tax pre-provision income slide, which is page three of our earnings supplement.

Our pre-tax pre-provision income, net of FDIC loss share income, purchase accounting gains and certain other items not expected to recur was up approximately 7%. The primary reason for the earnings increase is due to lower non-interest expenses, primarily professional services, state intangible taxes and occupancy expenses.

Net interest income on a fully tax equivalent basis for the third quarter was down only slightly on the linked quarter, due largely to a 7.6% decrease in average covered loan balances. Net interest margin for the quarter was 4.55%, representing a decline of six basis points compared to the second quarter.

As in prior quarters, the margin was impacted by the continued decline in our covered loan portfolio; however, yields remain very strong on covered loans, which help to offset the decline in volume. Maintaining a strong network margin is critical to our overall strategy and there are several places where we feel we have the ability to take steps to preserve and even enhance the margin.

First we have implemented several strategy initiatives related to our deposit base designed to lower our cost of deposit funding, including actively managing our deposit pricing and lowering rates where appropriate. As a result of actions taken during the quarter, we lowered our cost of deposit funding eight basis points to 76 basis points.

Further more, we implemented a deposit rationalization strategy focused on driving higher profitability and core deposit relationships with commercial and public fund clients and reducing the amount of higher cost, non-core deposit balances, such as single service CD customer balances that comprise approximately one-third of our total time deposit balances with rates exceeding our average cost of funds on CDs. Since the third quarter 2010, the combination of core deposit inflows and cash generated from the amortization and pay down of our covered loan portfolio have provided the liquidity to fund time deposit maturities as they come due.

As a result, the average balance of time deposits has declined over $450 million or 22.6% and our cost of deposits has deceased 35 basis points. Identification of these single service CD balances provides a significant opportunity to continue lowering our cost of funds, thus creating a more valuable core deposit franchise and enhanced net interest margin in future periods.

Additionally, average cash balances remained elevated during the quarter as volatile market conditions during the quarter limited our ability to deploy liquidity and the investment portfolio. We also received approximately $190 million in cash at closing of the Liberty transition, very little of which we have deployed to-date.

As a result, we have a significantly amount of cash currently earning the fed funds rate that will be reinvested in securities as market conditions permit. And finally, we will also continue to use liquidity to fund the redemption of wholesale borrowings when opportunities arise.

With regard to our investment portfolio since the end of the fourth quarter 2010, the duration of the portfolio has decreased from two years to one year at the end of the third quarter 2011, despite the fact that securities purchases throughout 2011 had durations above 2.5 years at the time of purchase. The decline in the US treasury yield curve since early August has impacted the estimated prepayment rates effecting mortgage backed securities in our portfolio.

As discussed earlier, we have cash balances that will be used to purchase investment securities in future periods. With rates expected to remain low through 2013, we expect to extent the duration of our investment portfolio; however, please note that our investment philosophy is based on adding securities that are tied to our long-term liability structure as opposed to targeting specific asset yields.

Given current market conditions our goal will be to purchase securities that will increase overall portfolio duration to a range of 3 to 3.5 years, while also providing a stable and predictable revenue stream across a variety of interest rate scenarios and market conditions. This is consistent with our intent to remain in an asset sensitive position, while providing a suitable balance of quality and diversification.

Excluding reimbursements due from the FDIC and other covered loan activity, our non-interest income earned in the third quarter 2011 was $14.1 million as compared to $15.4 million in the second quarter of 2011 and $16.4 million in the third quarter 2010. The decrease compared to the linked quarter was primarily driven by lower client derivative fees, while we continue to generate revenue from these activities and in fact, exceeded expectations during the third quarter.

Second quarter volume was exceptionally high as many commercial clients took advantage of the low interest rate environment and locked in fixed rates through this product, while allowing the bank to maintain a variable rate asset. Due to the nature of this product offering the level of client derivative fees may experience volatility from quarter-to-quarter.

Partially offsetting the decline was an increase in the gain on sale of loans originated by or franchise finance unit. During the quarter we sold approximately $13.8 million of these loans at a premium, recognizing a gain of approximately $700,000.

During the second quarter we recognized a similar gain of $429,000. As in prior quarters, we took advantage of the liquid secondary markets for these types of loans, in order to lessen credit and geographic concentration risk within the franchise portfolio.

Excluding the effect of acquired non-strategic operations and other acquisitions in transition related items and as noted in table two of our earnings release, non-interest expense in the third quarter 2011 was $44.8 million as compared to $43.7 million in the second quarter 2011 and $49 million in the third quarter 2010. The increase in non-interest expense of $1.1 million or 2.5% compared to the linked quarter was primarily driven by higher salaries and benefits, resulting from a seasonal adjustment related to incentive compensation plans.

We have disclosed a tremendous amount of detail about the balances, yields and quarterly valuation results of our loans accounted for under SOP 03-3, which should aid you in evaluating our acquired loan portfolio and as I mentioned earlier, I will not discuss the details of purchase accounting-related items. However, I do want to highlight the decrease in the actual credit cost related to covered assets experienced during the third quarter.

Page nine of the supplement discloses the components of credit losses which totaled $2.6 million for the quarter, compared to $4.9 million recognized in the second quarter. The provision for covered loan losses declined $16.6 million or almost 70% from the second quarter, primarily due to a stabilizing credit outlook incorporated as part of our quarterly valuation procedures.

Overall, the performance of the covered portfolios continues to exceed our initial estimates and the quarter-to-quarter changes continue to be positive. I will now turn the call back over the Claude.

Good morning guys.

Hi Chris, good morning.

Just a question Frank on credit spreads. Can you maybe talk about what your seeing kind of in the market today.

You know, where is new commercial production being put on in terms of spreads and maybe compared to where we were a few quarters ago.

Yes, I would just say generally, there hasn’t been – I mean, there has been some impact, but I would say overall nothing of significance.

And then in terms of may be the size of the balance sheet, can you give any color on how should we be thinking about any intricate detail and what you are doing in the securities book and you are getting loan demand. You know all the you know low double or low single digits.

But how should we think about the overall side of the balance sheet going forward.

Yes, I think overall the size of the balance sheet will be dependent on the results of our deposit rationalization efforts as we’ve listed the intentional runoff that we expect to have from non-strategic deposits. But I think it will really depend on what client reaction is to some of our deposit strategies.

You know as we talked about single service CDs, optimally what we’d like to do is broaden the client relationship there beyond just the CD, but we are also acknowledging that perhaps the client outcome may be that they just leave. So I think it will really depend on the outcome of those efforts.

Okay. Thank you.

Thanks Chris.

Thanks. Good morning guys.

Hi Jon.

Just one follow-up on the deposit rationalization. How much of that $1.6 billion in time deposits do you think would be attributable to you know call it single service, single product customer.

Yes, we haven’t disclosed that number, but we will try to provide some additional clarity on that in the Q.

Okay, you know that would be helpful. Just – I guess the thing I’m getting at is what’s possible from the deposit rationalization strategy, so that’s the reason for that question.

Claude a question for you on the pipeline, the CNI and CRE pipeline, you talked about it up 14 percent over the previous quarter. You historically have been pretty conservative I think in the loan, organic loan growth outlook.

Are you feeling a little bit better about that? That seems like a pretty material increase.

You know it has been, Jon. We’ve been encouraged, we’ve been aggressively calling for well over a year now.

We’ve always been actively calling, but we’ve really stepped up our sales efforts and I think that’s begun to bear fruit for us. Its also one and its an interesting dynamic at lest that we see in a lot our client base, where a lot of our, I would say non-real-estate clients are doing extremely well and yet I think the uncertainty of the environment, you know that’s caused them to be a little more conservative than maybe in years passed.

But we are seeing the need for some of them to invest and to look for new opportunities, but its also one that I’m always cautious about just because of the environment and the constant 24/7 media chatter about how bad things are. So we are encouraged, we felt good about our third quarter of loan growth and we are going into the fourth quarter I think with a good pipeline, now to get that in the closing table and get it booked.

But we do feel more encouraged I would say than I have been in probably two years about those opportunities.

Okay.

Jon, this – I’m sorry this is Frank, I just want to circle back on your first question. A little more color on that.

Roughly a third of our CD book or time deposits are in that single service.

Okay. So the primary goal is to try to turn that into a core customer, if it doesn’t perhaps just reprise them up.

That’s right.

Okay and then I guess the last question, a could of updates. If you can update us on how its going in Dayton thus far and then in terms of Indi, what steps do you think you need to take with those Flagstar branches in terms of hiring or repositioning to get them to where you where you want them to be.

Certainly, the Dayton activity has gone terrific. The conversion you know went remarkably well.

I mean they are never without bumps, but our team and the Liberty teams did, I think an outstanding job of having that integration go well. You know we are now in the stage that we always go through with these, which is to begin to train that staff on how we approach sales and selling and client service.

We are also beginning to step up our marketing in the Dayton area to really build or build upon the band we already have there. So still early, but we are encouraged by the client reaction to the change.

In the case of Indianapolis opportunity, we’ll follow a similar path. Obviously we need to work with Flagstar on the integration, as well as you know finalizing regulatory approval.

But once that’s complete, then we’ll begin to really step up our brand awareness advertising and marketing, as well as with our commercial team that we already have in place there, really begin calling more actively into that base that we acquire from Flagstar. And you know Jon, the way we think about it is that we just have our own unique approach and it takes several months to get people trained and indoctrinated into that process, but I think we are encouraged by both of those markets and what opportunities are there with those acquisitions, not just in the retail deposits, but in commercial and mortgage, small business as well.

Just one question, I don’t know if you’ve disclosed this, but you know what the loan balances are in Indi at this point.

As far as what we are acquiring?

Just post acquisitions, what would the total loan exposure be in Indi.

No we haven’t – the Flagstar transaction has no loans associated with it. But our current market book there, I don’t think we’ve disclosed by market.

All right. Thank you.

Yes.

Good morning guys.

Hi Scott.

Frank I was hopping – I mean you gave a lot of good color on the kind of things you are doing to help preserver the margin. But I guess that you know at the top level you have a lot of liquidity coming in from the already closed branch seal, the pending one, but then on the other side we have a number of these margin preservation activities.

So I guess a couple of questions; one can you just talk about – you know, do you think you can hold the margin at the current level or should we expect kind of a continued tail-off and if so, order of magnitude if you could. And then separately just in you know extending the duration of the securities portfolio, are you open to or thinking about things like going into different types of products I guess than you have traditionally or is it going to be more ‘manage it the same way, but simply send the duration.’

Sure. So as we continue to guide, just generally speaking, you know our margin enjoys the benefit of a very high yield uncovered loan portfolio, which continues to run off, so the margin percentage will continue to be under pressure.

Now as we’ve noted that those loans that have that high yield are on our boats at a discount, so when they renew with a higher balance at discounts, albeit at a lower yield. So net interest income impact maybe offset somewhat by that, but the margin percentage itself absolutely will continue to be under pressure because of that event alone.

This was the magnitude of change. We will offer guidance in that direction, but there should be sufficient detail and what it was to help the reader and the analyst form their own view on that.

As we make the investment portfolio and types of securities, we are looking at all options, but keep in mind it’s in the context of a very conservative posture. So we certainly want to be mindful of what the opportunities are, but we’ll continue to maintain a fair amount of conservatism as we look at the opportunities there.

Okay, perfect, thank you. And then Claude, I just wanted to ask you, kind of a top level M&A question.

I mean you guys have obviously been pretty active on the brand side more recently and I guess you know this is how I look at things. On the FDIC front there probably aren’t a lot of you know very obvious targets out there right now that you would be interested in, so I’m curious how your thinking about that kind of dynamic and then, just given all of the factors in the market, whether it’s slow growth, tough stock prices you know for sellers, it’s all the social and quantitative issues.

You know what kind of trends do you see at a very top level on the M&A side right now?

Yes, I mean I think you kind of hit all the right issues Scott and what you just described in your question is, certainly, we are always open to good strategic opportunities. I would tell you just at a high level as it relates to us, we are not in a position where we feel like we have to do anything, especially now in getting the Dayton, Indianapolis deals.

One completed and hopefully one to be completed here soon that we are well positioned and we think in all of our key markets to grow organically and assuming that the economy eventually picks back up, you know we feel very good about our position there. Yes, as it relates to unassisted M&A on whole bank deals, I think it’s going to be continued stress there from that standpoint, but I mean stress is impediments to deals predominantly from what sellers expectations are around price, buyers expectations or view of the credit portfolios of the sellers and as we are well aware of the complexities related to the accounting and you know what the outlook is on the credit side.

I mean I think it’s – there’s always a different in view it seems between the buyer and the seller and the quality of the credit portfolios, so I personally from a industry perspective, I’m not expecting a lot of unassisted M&A.

Okay, that’s helpful color. Thank you very much.

You bet.

Good morning guys.

Good morning.

A couple of questions here; looking at the pipeline up 14% you said, where is that coming from? Are there any specific geographies and then the second to that, any specific industry sectors that you are really seeing a pick-up in.

No specific geographies. We’ve been pleased that it’s been a fairly balanced kind of sales effort on our part, so you know our markets are pretty well balanced in that regard, so no specific geography and really no specific industry type and we’ve even continued to do some good investment commercial real-estate when the project made sense and we had a good operator and a good sponsor.

But we are clearly seeing with a lot of our, I’ll call it the non-real-estate clients, a lot of good performance and good opportunities that we’ve been able to step in and help in financing. So no, I would say no specific areas or focus point and that comes in the context even of currently kind of status and usually low line usage level by many of our commercial clients.

We’re still at historically low levels of line utilization. So, you know we think there’s some opportunities assuming that the economy you know stays out of a recession.

Okay and then my second question, regarding the large commercial real-estate property that you sold in the quarter, was there – I think you said that came out of OREO, correct?

Correct.

And was there another charge off on that or that have been in the expense line.

There was one when we originally took the property and had it appraised, but at the sale point, I don’t believe there was a small – actually there was small – I’m just looking at the detail. I think there was a small gain actually from what we had originally written it down to.

Okay, perfect. And then lastly, non-performers were down, criticized loans were down, yet you’ve built your reserve in the quarter.

I just wanted to – if you can maybe walk me though the rest now there.

Sure, this is Frank. You know, we put all the information into our allowance model, but keep in mind that we also acquired loans of the Liberty transaction.

So part of that provision expense was due to the acquired loans.

All right, great. Thanks guys.

Thanks David.

Thanks. Good morning guys.

Just a quick one for you Frank on the tax rate increase this quarter. I know you noted that its due to traditional 3Q kind of through ups I guess, but is the current 38% effective tax rate a good sort of go forward metric at this point?

The year-to-date number would be the one that you should focus on, not what the effective rate was for the quarter.

Okay great, thanks very much.

You bet.

Great. Thank you Sue and thank you for all who are on the call and your continued interest in First Financial.

Thank you.