8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

January 20, 2006

Date of Report (Date of Earliest Event Reported)

FIRST COMMUNITY BANCORP

(Exact Name of Registrant as Specified in Charter)

CALIFORNIA	00-30747	33-0885320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6110 El Tordo

PO Box 2388

Rancho Santa Fe, California 92067

(Address of Principal Executive Offices)(Zip Code)

(858) 756-3023

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.*

On January 20, 2006, First Community Bancorp issued a press release announcing its results of operations and financial condition for the quarter and year ended December 31, 2005.  A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 8.01. Other Events

First Community Bancorp has filed herewith as Exhibit 99.2 to this Form 8-K unaudited pro forma combined condensed financial information with respect to the completed acquisitions of First American Bank, Pacific Liberty Bank and Cedars Bank, as well as with respect to the pending acquisition of Foothill Independent Bancorp.  First Community has also filed herewith the financial statements of Foothill Independent Bancorp, as of and for the year ended December 31, 2004 as Exhibit 99.3; the unaudited financial stat ements of Foothill as of and for the quarter ended March 31, 2005 as Exhibit 99.4; the unaudited financial statements of Foothill as of and for the quarter and six months ended June 30, 2005 as Exhibit 99.5; and the unaudited financial statements of Foothill as of and for the quarter and nine months ended September 30, 2005 as Exhibit 99.6.

The unaudited pro forma combined condensed financial information filed herewith includes adjustments to record the assets acquired and liabilities assumed at their fair values.  Such adjustments are subject to change as additional information becomes available and the Foothill acquisition is consummated.  The unaudited pro forma combined condensed financial information is presented for illustrative purposes only, and does not indicate either the operating results that would have occurred had all the acquisitions been consummated on January 1, 2004, or on September 30, 2005, as the case may be, or future results of operations or financial condition. The unaudited pro forma combined condensed financial information is based upon assumptions and adjustments that we believe are reasonable. The unaudited pro forma combined condensed financial information and the accompanying notes should be read in conjunction with our historical financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2004, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005, and September 30, 2005, respectively, and the historical financial statements of Foothill Independent Bancorp, including the notes thereto, for the year ended December 31, 2004, and for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, and incorporated by reference hereto as Exhibits 99.3, 99.4, 99.5 and 99.6 to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits.

Exhibit 23.1	Consent of Vavrinek, Trine, Day & Co., LLP, dated January 25, 2006.
Exhibit 99.1*	Press Release, dated January 20, 2006, captioned “First Community Bancorp Announces Record Earnings for the Full Year and Fourth Quarter of 2005.”
Exhibit 99.2	Unaudited pro forma combined condensed financial information.
Exhibit 99.3	Audited Financial Statements of Foothill Independent Bancorp, including the notes thereto, as of and for the year ended December 31, 2004 (incorporated herein by reference to Foothill Independent Bancorp’s Annual Report on Form 10-K, filed on March 15, 2005).
Exhibit 99.4	Unaudited interim financial statements of Foothill Independent Bancorp, including the notes thereto, as of and for the quarter ended March 31, 2005 (incorporated herein by reference to Foothill Independent Bancorp’s Quarterly Report on Form 10-Q, filed on May 10, 2005).
Exhibit 99.5	Unaudited interim financial statements of Foothill Independent Bancorp, including the notes thereto, as of and for the six months ended June 30, 2005 (incorporated herein by reference to Foothill Independent Bancorp’s Quarterly Report on Form 10-Q, filed on August 8, 2005).
Exhibit 99.6	Unaudited interim financial statements of Foothill Independent Bancorp, as of and for the nine months ended September 30, 2005, including the notes thereto, (incorporated herein by reference to Foothill Independent Bancorp’s Quarterly Report on Form 10-Q, filed on November 8, 2005).

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*The identified information is being furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K and such information, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of First Community Bancorp under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST COMMUNITY BANCORP
Date: January 25, 2006	By:	/s/ Jared M. Wolff
	Name:	Jared M. Wolff
	Title:	Executive Vice President,
		General Counsel and Secretary

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Exhibit Index

Exhibit Number	Description
23.1	Consent of Vavrinek, Trine, Day & Co., LLP, dated January 25, 2006.
99.1*	Press Release, dated January 20, 2006, captioned “First Community Bancorp Announces Record Earnings for the Full Year and Fourth Quarter of 2005.”
99.2	Unaudited pro forma combined condensed financial information.
99.3	Audited Financial Statements of Foothill Independent Bancorp, including the notes thereto, as of and for the year ended December 31, 2004 (incorporated herein by reference to Foothill Independent Bancorp’s Annual Report on Form 10-K, filed on March 15, 2005).
99.4	Unaudited interim financial statements of Foothill Independent Bancorp, including the notes thereto, as of and for the quarter ended March 31, 2005 (incorporated herein by reference to Foothill Independent Bancorp’s Quarterly Report on Form 10-Q, filed on May 10, 2005).
99.5	Unaudited interim financial statements of Foothill Independent Bancorp, including the notes thereto, as of and for the six months ended June 30, 2005 (incorporated herein by reference to Foothill Independent Bancorp’s Quarterly Report on Form 10-Q, filed on August 8, 2005).
99.6	Unaudited interim financial statements of Foothill Independent Bancorp, as of and for the nine months ended September 30, 2005, including the notes thereto, (incorporated herein by reference to Foothill Independent Bancorp’s Quarterly Report on Form 10-Q, filed on November 8, 2005).

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated January 21, 2005 on the consolidated financial statements of Foothill Independent Bancorp and Subsidiaries (the Company), which report appears in the Company's 2004 Annual Report on Form 10-K as of and for each of the years in the three-year period ended December 31, 2004. We consent to the incorporation by reference of the aforementioned report in First Community Bancorp’s (a) Form 8-K dated January 20, 2006, (b) Registration Statement (No. 333-124948) on Form S-3 and (c) Registration Statement (No. 333-107636) on Form S-8.

/s/ Vavrinek, Trine, Day & Co., LLP

Rancho Cucamonga, California

January 25, 2006

EX-99.1

Exhibit 99.1

PRESS RELEASE

First Community Bancorp

(NASDAQ: FCBP)

Contact:	Matthew P. Wagner President and Chief Executive Officer 120 Wilshire Boulevard Santa Monica, CA 90401	Victor R. Santoro Executive Vice President and Chief Financial Officer 120 Wilshire Boulevard Santa Monica, CA 90401
Phone:	310-458-1521 x 271	310-458-1521 x 288
Fax:	310-451-4555	310-451- 4555
FOR IMMEDIATE RELEASE		JANUARY 20, 2006

FIRST COMMUNITY BANCORP ANNOUNCES RECORD EARNINGS FOR THE
FULL YEAR AND FOURTH QUARTER OF 2005

—Net Earnings for 2005 Totaled $50.4 million, Up 38% Over 2004—

—2005 Diluted EPS of $2.98 per Share, Up 31% Over 2004—

—Net Interest Margin for Fourth Quarter 2005 Reaches 6.85%—

— Nonaccrual Loans Decline by 32% from Third Quarter 2005 —

Rancho Santa Fe, California . . . First Community Bancorp (Nasdaq: FCBP) today announced net earnings for the year ended December 31, 2005, of $50.4 million, or $2.98 per diluted share, compared to net earnings of $36.4 million, or $2.27 per diluted share, for the year ended December 31, 2004.  The increase in net earnings compared to last year resulted primarily from increased net interest income due to acquisitions, expanded net interest margin, and organic loan growth.

Fourth quarter 2005 net earnings were $15.3 million, or $0.84 per diluted share, compared to fourth quarter 2004 net earnings of $10.4 million, or $0.65 per diluted share, and third quarter 2005 net earnings of $13.0 million, or $0.78 per diluted share.  These increases are due to expanded net interest margin, acquisitions, and organic loan growth.

The comparability of financial information is affected by our acquisitions.  Operating results include the operations of acquired entities from the dates of acquisition.  In October 2005 we acquired Pacific Liberty Bank, adding $183.3 million in assets and in August 2005 we acquired First American Bank, adding $285.9 million in assets.  We acquired Harbor National Bank in April 2004 and First Community Financial Corporation in March 2004, which when combined together added $304.3 million in assets.

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HIGHLIGHTS FOR THE FOURTH QUARTER OF 2005 AND FISCAL 2005

	Fourth Quarter 2005	Fiscal 2005
Net earnings increase over 2004 period	46.3%	38.5%
Diluted EPS increase over 2004 period	29.2%	31.3%
Organic loan growth	$43.7 million	$121.1 million
Average loan yield	8.35%	7.80%
Average cost of deposits	0.58%	0.48%
Net interest margin	6.85%	6.37%
Noninterest bearing deposits to total deposits at period end	49%	49%
Nonaccrual loans to net loans at period end	0.34%	0.34%

Matt Wagner, President and Chief Executive Officer, stated, “We closed out a tremendous year with a strong fourth quarter performance and record earnings, reduced nonaccrual loans, and continued solid growth.  The year was marked by our early efforts to maintain our net interest margin and credit quality in light of the competitive environment, and in the second half of the year by our efforts to maintain our percentage of noninterest bearing deposits and low cost of funding while expanding our margin as rates continued to rise.  We succeeded on all fronts ending the year with our noninterest bearing deposits reaching nearly 50% of total deposits and a net interest margin at 6.85%.”

Mr. Wagner continued, “While keeping to these core principles, we had a busy year on the acquisition front, completing the Pacific Liberty acquisition in October and the First American acquisition during the third quarter, as well as the Cedars acquisition which closed on January 4, 2006.  Additionally, in December 2005 we announced that we signed a definitive agreement for the acquisition of Foothill Independent Bancorp, which is expected to close in the second quarter of 2006.  On a pro forma basis, including the recently completed Cedars acquisition and the pending Foothill acquisition, we would have had approximately $4.9 billion in assets.”

Vic Santoro, Executive Vice President and Chief Financial Officer, also commented, “Our earnings performance in 2005 was the result of not only organic and acquired growth, but also focus on expense control, as reflected by improvement in our efficiency ratio.  Changes in interest rates also drove profitability, as our loan portfolio repriced nicely throughout the year in response to increased market interest rates.  Partially offsetting the increased loan yield were higher funding costs as our borrowings repriced upward in the higher interest rate environment and we increased rates offered on money market and selected time deposit accounts in an effort to remain competitive.”

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YEAR TO DATE RESULTS

Dollars in millions, except per share	Year Ended December 31,
data	2005			2004			% Change
Net Earnings	$	50.37		$	36.36		38.5	%
Diluted Earnings Per Share	$	2.98		$	2.27		31.3	%
Return on Average Assets (“ROA”)	1.68		%	1.35		%	24.4	%
Return on Average Equity (“ROE”)	12.1		%	10.4		%	16.3	%
Net Interest Margin	6.37		%	5.58		%	14.2	%
Efficiency Ratio	50.1		%	57.1		%	(12.3	)%

The increases in net earnings, ROA and ROE and the improvement in the efficiency ratio for the year ended December 31, 2005, compared to the same period for 2004 were due mainly to increases in our net interest margin and average loans.  Average loans increased from a combination of organic growth and acquisitions.

FOURTH QUARTER RESULTS

Dollars in millions, except per share data	Fourth Quarter 2005			Third Quarter 2005			% Change		Fourth Quarter 2004			% Change
Net Earnings	$	15.29		$	12.99		17.7	%	$	10.45		46.3	%
Diluted Earnings Per Share	$	0.84		$	0.78		7.7	%	$	0.65		29.2	%
ROA	1.87		%	1.71		%	9.4	%	1.47		%	27.2	%
ROE	12.5		%	12.5		%	0.0	%	11.4		%	9.6	%
Net Interest Margin	6.85		%	6.40		%	7.0	%	5.84		%	17.3	%
Efficiency Ratio	48.3		%	50.1		%	(3.6	)%	56.8		%	(15.0	)%

The increases in net earnings, ROA and ROE and the improvement in the efficiency ratio for the fourth quarter of 2005 compared to the fourth quarter of 2004 were due primarily to increases in our net interest margin and average loans.  The increases in net earnings, ROA and ROE for the fourth quarter of 2005 compared to the third quarter of 2005 were due mainly to increased net interest income, driven by higher loan yields, increased average loans, and low deposit cost, that were offset in part by higher noninterest expense.  Average loans increased from a combination of organic growth and acquisitions.  We maintained our disciplined deposit pricing which resulted in our overall deposit cost increasing only 7 basis points to 0.58% in the fourth quarter of 2005 from 0.51% in the third quarter of 2005.

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Net income for the fourth quarter of 2005 included an accrued expense for a pending legal settlement for certain previously disclosed litigation in the amount of $450,000 after tax ($775,000 pretax), as described more fully below.  Net income for the fourth quarter 2004 included an after tax gain of $566,000 ($975,000 pretax) on the sale of an acquired charged off loan; there is no similar item in 2005.

BALANCE SHEET GROWTH

Loans, net of deferred fees and costs, increased $349.7 million, including $228.5 million of acquired loans, to $2.5 billion at December 31, 2005, from year end 2004.  Loan growth was $164.5 million during the fourth quarter of 2005 including $120.8 million of loans acquired in the Pacific Liberty transaction.  Organic loan growth was $121.1 million for 2005 and $43.7 million for the fourth quarter of 2005.  Deposits decreased $27.0 million from year-end 2004 to $2.4 billion at December 31, 2005.  Year-end 2004 deposits included a short-term $365.0 million interest-bearing deposit received on December 31, 2004, which has since been withdrawn by the customer.  During 2005, we acquired $359.6 million in deposits through our acquisitions. Excluding the $365.0 million deposit and our 2005 acquisition activity, our deposit balances decreased $21.6 million since the end of 2004; this decline is due mainly to a decrease in money market and time deposits offset by a $102.5 million increase in demand deposits.  Demand deposits totaled $1.2 billion at December 31, 2005, and represented 49.0% of total deposits at that date.  Loan demand in excess of deposit growth was funded by additional borrowings from the Federal Home Loan Bank.

NET INTEREST INCOME CONTINUES TO INCREASE

Net interest income increased $34.7 million, or 27.6%, to $160.4 million for the year ended December 31, 2005, when compared to 2004.  Interest income increased $43.2 million mostly as a result of the $334.2 million increase in average loans for 2005 when compared to 2004.  In addition, increases in our prime lending rate and loan repricings in response to market interest rate changes caused our loan yield to increase.  Interest expense increased $8.5 million year-over-year due mostly to an increase in the cost of our funding sources and, to a lesser extent, from increased average borrowings used to fund loan growth and acquisitions.

Net interest income increased to $46.9 million for the fourth quarter of 2005 compared to $34.8 million for the same period of 2004 and $40.8 million for the third quarter of 2005.  The year-over-year increase was mainly a result of increased interest income from higher loan yields and our loan growth, and offset partially by higher interest expense.  Average earning assets increased $345.0 million for the fourth quarter of 2005 when compared to the same period of 2004.  Average loans increased $354.2 million for the fourth quarter of 2005 when compared to the same period of 2004; this increase was driven by the combination of organic growth and the acquisitions completed in August and October 2005.    Total interest expense increased to $6.9 million for the fourth quarter of 2005 from $4.2 million for the same period of 2004 due largely to higher funding rates.  The increase in net interest income over the previous quarter resulted mostly from a combination of an increase in our average loans, including the impact of having the First American acquisition for an entire quarter and the Pacific Liberty acquisition from early in the fourth quarter, and an increase in our loan yield.  Total interest expense increased in consecutive quarters due largely to the effect from our borrowings, money market accounts and time deposits repricing in the higher interest rate environment.

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NET INTEREST MARGIN CONTINUES TO EXPAND

Our net interest margin increased 79 basis points to 6.37% for the year ended December 31, 2005, from 5.58% for 2004.  This increase was mainly the result of higher average loan balances and loan yields.

The Company’s net interest margin for the fourth quarter of 2005 was 6.85%, an increase of 101 basis points when compared to the same period of 2004 and an increase of 45 basis points when compared to the third quarter of 2005.  The increases in the net interest margin are due mainly to the increase in our prime lending rate in response to the gradual rise in market interest rates, offset in part by increased funding costs.  Yields on average earning assets were 7.85% and 6.54% for the fourth quarters of 2005 and 2004, and 7.33% for the third quarter of 2005.  The increase in the yield on average earning assets was driven mostly by increases in our loan yields: the yield on average loans was 8.35% and 7.06% for the fourth quarters of 2005 and 2004, and 7.92% for the third quarter of 2005.

The average cost of deposits was 0.58% for the fourth quarter of 2005 compared to 0.33% and 0.51% for the fourth quarter of 2004 and the third quarter of 2005.  These increases in deposit cost resulted from upward adjustments we made in rates offered on money market and certain time deposits. The overall cost of interest-bearing liabilities increased to 1.77% for the fourth quarter of 2005 compared to 1.16% for the same period of 2004 and 1.63% for the third quarter of 2005.  These increases were due to a combination of the increase in the cost of deposit products and the repricing of our borrowings in the higher interest rate environment.

NONINTEREST INCOME ITEMS

Noninterest income for the year ended December 31, 2005, totaled $13.9 million compared to $16.9 million for 2004.  Noninterest income for the fourth quarter of 2005 totaled $3.5 million, compared to $4.7 million for the fourth quarter of 2004 and $3.5 million for the third quarter of 2005.  The decreases in noninterest income result largely from lower service charges and fees on deposit accounts which have declined due to increased market interest rate-related earnings credits on business accounts.  The full year and fourth quarter of 2004 included a gain of $975,000 on the sale of an acquired charged-off loan; there was no such item in 2005.

NONINTEREST EXPENSE ITEMS

Noninterest expense for the year ended December 31, 2005, totaled $87.4 million compared to $81.5 million for the same period of 2004.  The increase relates mostly to increased compensation expense which is a result of additional staff added through our acquisitions, pay rate increases, and increased incentive compensation accruals and employee benefits costs.  Occupancy costs increased due to additional office locations

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added by acquisitions.  Professional services expense increased mostly for legal matters.  Other noninterest expense includes an accrued expense of $775,000 in the fourth quarter of 2005 in connection with an ongoing class action lawsuit (currently pending as Gilbert et. al. v. Cohn et. al., Case No. BC310846, in the Los Angeles Superior Court, as described in our previous filings with the U.S. Securities and Exchange Commission, which we refer to as the Gilbert Litigation) for which we reached a settlement in principle.  The proposed settlement in the Gilbert Litigation is subject to the final settlement terms and documentation being agreed upon by First Community, the plaintiffs and other parties who are also contributing to this settlement.  Additionally, the settlement is subject to approval by the Los Angeles Superior Court.  While we believe that this settlement, if finalized, will end our exposure to the underlying claims by participating class members, we cannot be certain that a final settlement will be reached or that we will not be subject to further claims by parties related to the same claims who did not participate in the settlement.  In connection with the Gilbert Litigation settlement, we also reached a settlement in principle of a legal dispute with Progressive Casualty Insurance Co. with respect to insurance coverage of First Community’s defense of the Gilbert Litigation.  The settlement with Progressive, which includes additional contributions by Progressive under First Community’s policy toward the settlement of the Gilbert Litigation and a dismissal by Progressive of any claims against First Community for reimbursement, is contingent upon the consummation of the Gilbert Litigation settlement.

Noninterest expense for the fourth quarter of 2005 totaled $24.4 million compared to $22.4 million for the fourth quarter of 2004 and $22.2 million for the third quarter of 2005.  The increase in noninterest expense for the fourth quarter of 2005 compared to the fourth quarter of 2004 is due mainly to our 2005 acquisitions.  In addition, compensation increased for additional incentive compensation accruals and professional services expense increased in relation to legal costs for certain legal matters.  As explained above, other noninterest expense includes an accrued expense of $775,000 for the pending settlement in the Gilbert Litigation.

The $2.1 million increase in noninterest expense for the fourth quarter of 2005 compared to the third quarter of 2005 was due mainly to the fourth quarter proposed legal settlement accrual and increased compensation offset by lower professional services expense.  The increase in compensation is attributed to the additional staff costs for the 2005 acquisitions and increased incentive accruals.  The decrease in other professional services is attributed to decreased legal costs due mostly to reaching the pending settlement in the Gilbert Litigation.  Otherwise, noninterest expenses generally increased due to the impact of the First American and Pacific Liberty acquisitions.

Noninterest expense includes the following noncash items for the periods indicated:

	Fourth Quarter 2005		Fourth Quarter 2004		Fiscal 2005		Fiscal 2004
Intangible asset amortization	$	1,066,000	$	837,000	$	3,607,000	$	3,253,000
Restricted and performance stock amortization	1,245,000		3,109,000		4,308,000		7,518,000
Total	$	2,311,000	$	3,946,000	$	7,915,000	$	10,771,000

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On January 3, 2006, the Company’s Compensation, Nomination and Governance Committee, or CNG Committee, of the Board of Directors awarded 285,000 shares of performance stock.  Such performance stock will vest in full on the earlier of the date on which the CNG Committee certifies that First Community achieved the financial performance target tied to the performance stock grant, there occurs a change in control of the Company, or the death of the grantee occurs.  Amortization expense for all restricted and performance stock awards is estimated to be $6.6 million for 2006.  Intangible asset amortization is estimated to be $4.2 million for 2006, excluding any effect from the Cedars acquisition and announced Foothill acquisition.  These estimates are, however, subject to change.

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment.  Given that all of our outstanding stock options have already vested, the impact of adopting the new standard is not expected to have a material impact on our results of operations.

CREDIT QUALITY

Nonaccrual loans decreased to $8.4 million, or 0.34% of loans, net of deferred fees and costs, at December 31, 2005, from $12.4 million, or 0.54% of loans net of deferred fees and costs, at September 30, 2005.  The majority of this decrease was due to $ 3.9 million in payments received in relation to loans on nonaccrual at September 30, 2005, and one nonaccrual foreign loan for $730,000 was returned to accrual status.

The provisions for credit losses made during 2005 were in response to both the growth in the loan portfolio and the level of nonaccrual loans.  The allowance for credit losses as a percentage of total loans, net of deferred fees and costs, was 1.34% at December 31, 2005, compared to 1.38% at September 30, 2005.  The allowance for credit losses to nonaccrual loans increased to 391.5% as of December 31, 2005 compared to 256.5% as of September 30, 2005.  The allowance for total credit losses totaled $33.0 million at December 31, 2005, and was comprised of the allowance for loan losses of $27.3 million and the reserve for unfunded loan commitments of $5.7 million.

Prior to December 31, 2005, and as previously disclosed, the reserve for unfunded loan commitments related to real estate loans was included in our allowance for loan losses.   As of December 31, 2005, commitments for all categories of loans are now used to determine the amount of the separate reserve for unfunded loan commitments. Accordingly, we reclassified from the allowance for loan losses to the reserve for unfunded loan commitments the commitment reserve related to real estate loans that was previously included in the allowance for loan losses prior to December 31, 2005.   Generally, as loans are funded, the amount of the commitment reserve applicable to such funded loans will be transferred from the reserve for unfunded loan commitments to the allowance for loan losses based on our reserving methodology.

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REGULATORY CAPITAL MEASURES ARE ABOVE THE WELL-CAPITALIZED MINIMUMS

First Community and its wholly-owned banking subsidiaries, Pacific Western National Bank and First National Bank, each remained well capitalized at December 31, 2005.

ACQUISITIONS

On August 12, 2005, we completed our previously announced acquisition of First American Bank, a four-branch bank previously headquartered in Rosemead, California.  With the completion of this acquisition, First American merged into Pacific Western, adding its branches to the Pacific Western branch network.  First Community paid approximately $59.7 million in cash to First American shareholders and caused First American to pay approximately $2.6 million in cash for all of the outstanding options to purchase First American stock.  The aggregate transaction value amounted to $62.3 million.  To augment the Company’s and Pacific Western’s regulatory capital and to help fund the acquisition, we sold 744,680 common shares in August 2005 and 300,000 common shares in September 2005 for total net proceeds of approximately $49 million.

On October 7, 2005, we completed our previously announced acquisition of Pacific Liberty Bank, a bank with two branches located in Huntington Beach, California.  With the completion of this acquisition, Pacific Liberty merged into Pacific Western, adding its branches to the Pacific Western branch network.  Pacific Liberty shareholders received approximately 784,000 shares of First Community Bancorp stock on October 7, 2005, which had a market value of $36.6 million.  Pacific Liberty option holders received approximately $5.0 million in cash in lieu of First Community Bancorp stock.  The aggregate transaction value was approximately $41.6 million.

On January 4, 2006, we completed our previously announced acquisition of Cedars Bank.  First Community paid $120.0 million in cash for all the outstanding common stock and options of Cedars Bank.  Cedars Bank had $438.0 million in assets at December 31, 2005, and six branch offices.  Upon completion of the acquisition, Cedars Bank was merged into Pacific Western and added its branches to the Pacific Western branch network.

On December 15, 2005, we announced that we had entered into a definitive agreement to acquire all of the outstanding common stock and options of Foothill Independent Bancorp, parent of Foothill Independent Bank, in exchange for First Community common stock, along with cash to existing Foothill option holders, for a total purchase price of approximately $238 million. Foothill had $794 million in assets at September 30, 2005, and twelve branches across Los Angeles, Riverside and San Bernardino Counties. The Foothill transaction is subject to customary conditions, including the approval of both Foothill’s and First Community’s shareholders and bank regulatory authorities, and is expected to close in the second quarter of 2006. Immediately following the completion of the acquisition, it is anticipated that Foothill Independent Bank will be merged into Pacific Western.

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ABOUT FIRST COMMUNITY BANCORP

First Community Bancorp is a bank holding company with $3.2 billion in assets as of December 31, 2005, with two wholly-owned banking subsidiaries, Pacific Western National Bank and First National Bank. Through the banks’ 48 full-service community banking branches (which includes branches acquired through Cedars Bank acquisitions subsequent to December 31, 2005), First Community provides commercial banking services, including real estate, construction and commercial loans, to small and medium-sized businesses. Pacific Western has 34 branches throughout Los Angeles, Orange, Riverside and San Bernardino Counties, and 1 branch in San Francisco and First National Bank has 13 branches across San Diego County. Through its subsidiary First Community Financial, First National provides working capital financing to growing companies located throughout the Southwest, primarily in the states of Arizona, California and Texas. Additional information regarding First Community Bancorp is available on the Internet at www.firstcommunitybancorp.com. Information regarding Pacific Western National Bank and First National Bank is also available on the Internet at www.pacificwesternbank.com and www.banksandiego.com, respectively.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking information about First Community that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of First Community. First Community cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to: the possibility that personnel changes will not proceed as planned; planned acquisitions and related cost savings cannot be realized or realized within the expected time frame; costs and uncertainties related to the outcome of pending litigation;  revenues are lower than expected; competitive pressure among depository institutions increases significantly; the integration of acquired businesses costs more, takes longer or is less successful than expected; the cost of additional capital is more than expected; a change in the interest rate environment reduces interest margins; general economic conditions, either nationally or in the market areas in which First Community operates, are less favorable than expected; legislative or regulatory requirements or changes that adversely affect First Community’s business or regulatory capital requirements, or that alter the regulatory capital treatment of the Company’s trust preferred securities; changes in the securities markets and other risks that are described in First Community’s public filings with the U.S. Securities and Exchange Commission (the “SEC”). If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, First Community’s results could differ materially from those expressed in, implied or projected by such forward-looking statements. First Community assumes no obligation to update such forward-looking statements.

9

For a more complete discussion of risks and uncertainties, investors and security holders are urged to read First Community Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed by First Community with the SEC.  The documents filed by First Community with the SEC may be obtained at First Community Bancorp’s website at www.firstcommunitybancorp.com or at the SEC’s website at www.sec.gov.  These documents may also be obtained free of charge from First Community by directing a request to: First Community Bancorp c/o Pacific Western Bank, 275 North Brea Boulevard, Brea, CA 92821.  Attention: Investor Relations. Telephone 714-671-6800.

This press release does not constitute an offer to sell securities or a solicitation of an offer to buy and does not constitute solicitation material in respect of the proposed acquisition of Foothill Independent Bancorp. In connection with the proposed Foothill transaction, First Community intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement-prospectus to be mailed to stockholders of Foothill and First Community and other relevant documents in connection with the proposed transaction. Shareholders of Foothill and First Community are urged to read the proxy statement-prospectus and any other relevant documents filed with the SEC because they will contain important information about First Community, Foothill and the proposed Foothill transaction. The final proxy statement-prospectus will be mailed to shareholders of Foothill and First Community.

10

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2005			2004
	(In thousands, except share data)
Assets:
Cash and due from banks	$	100,662		$	72,581
Federal funds sold	4,600			246,700
Total cash and cash equivalents	105,262			319,281
Interest-bearing deposits in financial institutions	90			702
Federal Reserve Bank and Federal Home Loan  Bank stock, at cost	26,753			24,112
Securities available-for-sale	212,601			245,395
Total securities	239,354			269,507
Gross loans	2,476,974			2,125,314
Deferred fees and costs	(9,146		)	(7,143		)
Loans, net of deferred fees and costs	2,467,828			2,118,171
Allowance for loan losses	(27,303		)	(24,083		)
Net loans	2,440,525			2,094,088
Premises and equipment	19,063			14,919
Intangible assets	323,188			256,955
Cash surrender value of life insurance	56,207			52,283
Other assets	42,722			41,718
Total assets	$	3,226,411		$	3,049,453
Liabilities and Shareholders’ Equity:
Liabilities:
Noninterest-bearing deposits	$	1,179,808		$	941,716
Interest-bearing deposits	1,225,553			1,490,674
Total deposits	2,405,361			2,432,390
Accrued interest payable and other liabilities	38,318			31,533
Borrowings	160,300			90,000
Subordinated debentures	121,654			121,654
Total liabilities	2,725,633			2,675,577
Shareholders’ Equity:
Common stock	410,419			318,880
Retained earnings	102,325			67,911
Unearned equity compensation	(9,551		)	(11,445		)
Accumulated other comprehensive income:
Unrealized loss on securities available-for-sale, net	(2,415		)	(1,470		)
Total shareholders’ equity	500,778			373,876
Total liabilities and shareholders’ equity	$	3,226,411		$	3,049,453
Shares outstanding (includes 405,831 shares at December 31, 2005, and 585,416 shares at December 31, 2004,underlying unvested stock awards)	18,346,566			16,267,862
Book value per share	$	27.30		$	22.98

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

	Quarter Ended						Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
	(In thousands, except per share data)
Interest income:
Interest and fees on loans	$	51,120		$	36,839		$	174,202		$	130,175
Interest on time deposits in other financial institutions	—			5			5			34
Interest on investment securities	2,220			2,055			7,900			9,584
Interest on federal funds sold	379			74			1,245			354
Total interest income	53,719			38,973			183,352			140,147
Interest expense:
Interest expense on deposits	3,667			1,813			11,087			7,124
Interest expense on borrowings	849			593			3,350			1,144
Interest expense on subordinated debentures	2,345			1,762			8,480			6,149
Total interest expense	6,861			4,168			22,917			14,417
Net interest income before provision for credit losses	46,858			34,805			160,435			125,730
Provision for credit losses	—			—			1,420			465
Net interest income after provision for credit losses	46,858			34,805			159,015			125,265
Noninterest income:
Service charges on deposit accounts	1,511			1,837			6,367			8,298
Other commissions and fees	1,164			902			4,292			3,690
Gain on sale of loans, net	129			1,265			596			1,804
Loss on sale of securities, net	(45		)	(36		)	(45		)	(6		)
Increase in cash surrender value of life insurance	407			444			1,628			1,898
Other income	377			267			1,052			1,230
Total noninterest income	3,543			4,679			13,890			16,914
Noninterest expense:
Compensation	13,227			12,758			48,623			45,220
Occupancy	2,866			2,629			10,733			10,458
Furniture and equipment	740			704			2,730			2,923
Data processing	1,305			1,264			4,869			4,476
Other professional services	985			1,592			4,548			4,126
Business development	335			300			1,188			1,251
Communications	548			492			1,993			2,009
Insurance and assessments	426			426			1,715			1,647
Intangible asset amortization	1,066			837			3,607			3,253
Other	2,860			1,426			7,408			6,157
Total noninterest expense	24,358			22,428			87,414			81,520
Earnings before income taxes	26,043			17,056			85,491			60,659
Income taxes	10,751			6,607			35,125			24,296
Net earnings	$	15,292		$	10,449		$	50,366		$	36,363
Per share information:
Number of shares (weighted average)
Basic	17,869.1			15,603.0			16,536.4			15,520.7
Diluted	18,189.7			16,071.6			16,893.5			15,987.1
Earnings per share
Basic	$	0.86		$	0.67		$	3.05		$	2.34
Diluted	$	0.84		$	0.65		$	2.98		$	2.27

12

UNAUDITED AVERAGE BALANCE SHEETS

	Quarter Ended						Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
	(Dollars in thousands)
Average Assets:
Loans, net of deferred fees and costs	$	2,430,146		$	2,075,962		$	2,231,975		$	1,897,755
Investment securities	246,720			278,592			248,471			324,156
Federal funds sold	38,414			14,892			39,117			29,206
Interest-bearing deposits in financial institutions	82			929			198			1,560
Average earning assets	2,715,362			2,370,375			2,519,761			2,252,677
Other assets	528,606			449,449			473,024			437,893
Average total assets	$	3,243,968		$	2,819,824		$	2,992,785		$	2,690,570
Average Liabilities and Shareholders’ Equity:
Average liabilities
Noninterest-bearing deposits	$	1,173,666		$	987,467		$	1,072,071		$	933,418
Interest-bearing deposits	1,317,663			1,195,760			1,233,900			1,194,167
Average deposits	2,491,329			2,183,227			2,305,971			2,127,585
Other interest-bearing liabilities	216,409			228,507			227,376			172,459
Other liabilities	50,710			43,403			43,352			39,608
Average liabilities	2,758,448			2,455,137			2,576,699			2,339,652
Average equity	485,520			364,687			416,086			350,918
Average liabilities and shareholders’ equity	$	3,243,968		$	2,819,824		$	2,992,785		$	2,690,570
Yield Analysis:
Average earning assets	$	2,715,362		$	2,370,375		$	2,519,761		$	2,252,677
Yield	7.85		%	6.54		%	7.28		%	6.22		%
Average interest-bearing deposits	$	1,317,663		$	1,195,760		$	1,233,900		$	1,194,167
Cost	1.10		%	0.60		%	0.90		%	0.60		%
Average deposits	$	2,491,329		$	2,183,227		$	2,305,971		$	2,127,585
Cost	0.58		%	0.33		%	0.48		%	0.33		%
Average interest-bearing liabilities	$	1,534,072		$	1,424,267		$	1,461,276		$	1,366,626
Cost	1.77		%	1.16		%	1.57		%	1.05		%
Interest spread	6.08		%	5.38		%	5.71		%	5.17		%
Net interest margin	6.85		%	5.84		%	6.37		%	5.58		%
Average interest sensitive liabilities	$	2,707,738		$	2,411,734		$	2,533,347		$	2,300,044
Cost	1.01		%	0.69		%	0.90		%	0.63		%

LOAN CONCENTRATION
(unaudited)

	As of the Dates Indicated
	12/31/05		9/30/05		6/30/05		3/31/05		12/31/04
	(Dollars in thousands)
Loan Category:
Domestic:
Commercial	$	639,393	$	610,075	$	587,716	$	611,271	$	604,995
Real estate-construction	570,080		506,469		438,740		405,891		410,167
Commercial real estate-mortgage	1,117,030		1,049,745		991,556		980,612		967,270
Consumer	47,221		41,739		43,965		40,208		42,723
Foreign:
Commercial	94,930		94,402		97,672		86,504		88,428
Other	8,320		9,365		9,962		10,787		11,731
Total gross loans	2,476,974		2,311,795		2,169,611		2,135,273		2,125,314

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CREDIT QUALITY MEASURES (Unaudited)

	As of or for the:
	Quarter Ended			Year Ended			Year Ended
	12/31/05			12/31/05			12/31/04
Nonaccrual loans	$	8,422		$	8,422		$	8,911
Other real estate owned	—			—			—
Total nonperforming assets	$	8,422		$	8,422		$	8,911
Impaired loans, gross	$	8,422		$	8,422		$	8,911
Allocated allowance for loan losses	(583		)	(583		)	(561		)
Net investment in impaired loans	$	7,839		$	7,839		$	8,350
Charged-off loans	$	(904	)	$	(3,518	)	$	(3,607	)
Recoveries	399			2,360			2,078
Net charge-offs	$	(505	)	$	(1,158	)	$	(1,529	)
Allowance for loan losses to loans, net of deferred fees and costs	1.11		%	1.11		%	1.14		%
Allowance for total credit losses to loans, net of deferred fees and costs	1.34		%	1.34		%	1.39		%
Allowance for loan losses to nonaccrual loans	324.2		%	324.2		%	270.3		%
Allowance for total credit losses to nonaccrual loans	391.5		%	391.5		%	331.1		%
Allowance for loan losses to nonperforming assets	324.2		%	324.2		%	270.3		%
Allowance for total credit losses to nonperforming assets	391.5		%	391.5		%	331.1		%
Nonperforming assets to loans, net of deferred fees and costs, and other real estate owned	0.34		%	0.34		%	0.42		%
Annualized net charge-offs to average loans	0.08		%	0.05		%	0.08		%
Nonaccrual loans to loans, net of deferred fees and costs	0.34		%	0.34		%	0.42		%

ALLOWANCE FOR CREDIT LOSSES (unaudited)

	Quarter Ended			Year Ended December 31,
	12/31/05			2005			2004
Balance at beginning of period	$	31,862		$	29,507		$	25,752
Loans charged-off:
Commercial	(864		)	(1,646		)	(2,830		)
Real estate – construction	—			—			—
Real estate – mortgage	(3		)	(100		)	(128		)
Consumer	(37		)	(180		)	(305		)
Foreign	—			(1,592		)	(344		)
Total loans charged-off	(904		)	(3,518		)	(3,607		)
Recoveries on loans charged-off:
Commercial	333			2,106			1,653
Real estate – construction	—			—			—
Real estate – mortgage	1			11			64
Consumer	63			241			311
Foreign	2			2			50
Total recoveries on loans charged-off	399			2,360			2,078
Net charge-offs	(505		)	(1,158		)	(1,529		)
Provision for credit losses	—			1,420			465
Additions due to acquisitions	1,614			3,202			4,819
Balance at end of period	$	32,971		$	32,971		$	29,507

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COMPONENTS OF ALLOWANCE FOR CREDIT LOSSES (unaudited)

	As of December 31,
	2005		2004
Allowance for loan losses (a)	$	27,303	$	24,083
Reserve for unfunded loan commitments (a)	5,668		5,424
Balance at end of period	$	32,971	$	29,507

(a)  Prior to December 31, 2005, and as previously disclosed, the reserve for unfunded loan commitments related to real estate loans was included in our allowance for loan losses.   As of December 31, 2005, commitments for all categories of loans are now used to determine the amount of the separate reserve for unfunded loan commitments. Accordingly, we reclassified from the allowance for loan losses to the reserve for unfunded loan commitments the commitment reserve related to real estate loans that was previously included in the allowance for loan losses prior to December 31, 2005.   Generally, as loans are funded, the amount of the commitment reserve applicable to such funded loans will be transferred from the reserve for unfunded loan commitments to the allowance for loan losses based on our reserving methodology.

15

EX-99.2

Exhibit 99.2

The information in this Current Report on Form 8-K, including the information in the Exhibits hereto and incorporated herein by reference, does not constitute an offer to sell securities or a solicitation of an offer to buy and does not constitute solicitation material in respect of the proposed acquisition of Foothill Independent Bancorp. In connection with the proposed Foothill transaction, First Community intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement-prospectus to be mailed to stockholders of Foothill and First Community and other relevant documents in connection with the proposed transaction. Shareholders of Foothill and First Community are urged to read the proxy statement-prospectus and any other relevant documents filed with the SEC because they will contain important information about First Community, Foothill and the proposed Foothill transaction. The final proxy statement-prospectus will be mailed to shareholders of Foothill and First Community.

Introduction

First Community Bancorp, which we refer to as “we”, “us”, “First Community” or the “Company”, completed the acquisitions of First American Bank (“First American”) and Pacific Liberty Bank (“Pacific Liberty”) during 2005 and completed the acquisition of Cedars Bank (“Cedars”) in January 2006.  On December 15, 2005, we announced that we had entered into a definitive agreement to acquire Foothill Independent Bancorp (“Foothill”).  We expect to complete the acquisition of Foothill during the second quarter of 2006.  Summary information for these acquisitions follows.

First American was acquired on August 12, 2005.  We paid approximately $59.7 million in cash to First American shareholders and caused First American to pay approximately $2.6 million in cash for all outstanding options to purchase First American common stock.  The aggregate transaction value was approximately $62.3 million.

We acquired Pacific Liberty on October 7, 2005.  We issued approximately 784,000 shares of our common stock to the Pacific Liberty shareholders and caused Pacific Liberty to pay approximately $5.0 million in cash for all outstanding options to purchase Pacific Liberty common stock.  The aggregate transaction value was approximately $41.6 million.

We acquired Cedars on January 4, 2006.  We paid approximately $114.2 million in cash to Cedars shareholders and approximately $5.8 million in cash for all outstanding options to purchase Cedars common stock.  The aggregate transaction value was approximately $120.0 million.

On December 14, 2005, we entered into a definitive agreement and plan of merger to acquire all of the outstanding common stock and options of Foothill for approximately $238.0 million in consideration consisting of the Company’s common stock for the

1

outstanding common stock of Foothill and cash for Foothill common stock options.  The definitive agreement provides a mechanism for determining an initial exchange ratio of approximately 0.4982 shares of First Community common stock for each Foothill share, but that exchange ratio is subject to adjustment as further described in the definitive agreement.  The completion of our acquisition of Foothill is subject to customary conditions, including the approval of both Foothill’s and First Community’s shareholders and bank regulatory authorities.

An unaudited summary of our preliminary purchase price allocations for the First American, Pacific Liberty, Cedars and Foothill acquisitions follows.  These purchase price allocations are based on estimates and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed.  Accordingly, the final fair value adjustments may be materially different from those presented in this report.

	First American		Pacific Liberty		Cedars		Foothill
Assets acquired or to be acquired:
Cash and investments	$	122,785	$	32,427	$	81,424	$	247,123
Loans, net	106,227		119,212		376,167		504,526
Premises and equipment	4,458		44		1,149		4,553
Intangible assets	44,177		24,112		79,077		184,557
Other assets	8,293		4,487		15,304		27,499
Total assets acquired	285,940		180,282		553,121		968,258
Liabilities assumed or to be assumed:
Deposits	217,434		141,853		430,430		712,107
Other liabilities	8,820		1,787		8,538		33,151
Total liabilities assumed	226,524		143,640		438,968		745,258
Total consideration paid	$	59,686	$	36,642	$	114,153	$	223,000

SELECTED UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA

The following selected unaudited pro forma combined condensed financial data has been derived from and should be read in conjunction with the unaudited pro forma combined condensed financial information appearing on page 5 of this report, along with the sections relating to pro forma adjustments that follow.  The following data has been prepared and is presented as if the acquisitions of First American, Pacific Liberty, Cedars, and Foothill all had been consummated on January 1, 2004, for purposes of the statement

2

of earnings data and, for purposes of the balance sheet data as if the Pacific Liberty, Cedars and Foothill acquisitions were consummated on September 30, 2005.  The First American acquisition was consummated on August 12, 2005, and is reflected in First Community’s historical balance sheet as of September 30, 2005.  The purchase method of accounting is used to record the acquisitions.

The unaudited pro forma combined condensed financial data includes adjustments to record the assets acquired and liabilities assumed at their fair values.  Such adjustments are subject to change as additional information becomes available and as the acquisitions are consummated.  The unaudited pro forma combined condensed financial data is presented for illustrative purposes only, and does not indicate either the operating results that would have occurred had all the acquisitions been consummated on January 1, 2004, or on September 30, 2005, as the case may be, or future results of operations or financial condition. The unaudited pro forma financial statements are based upon assumptions and adjustments that we believe are reasonable. The unaudited pro forma financial statements and the accompanying notes should be read in conjunction with our historical financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2004, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005, and September 30, 2005, and the historical financial statements of Foothill Independent Bancorp, including the notes thereto, for the year ended December 31, 2004, and for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, and incorporated by reference hereto as Exhibits 99.3, 99.4, 99.5 and 99.6 to this Current Report on Form 8-K.

Unaudited Pro Forma Combined Condensed Statement of Earnings Data

(In thousands except per share data)

	Nine months ended September 30, 2005		Year ended December 31, 2004
Total interest income	$	195,889	$	210,436
Total interest expense	27,464		24,010
Net interest income before provision for credit losses	168,425		186,426
Provision for credit losses	2,153		1,378
Net interest income after provision for credit losses	166,272		185,048
Total noninterest income	18,841		27,718
Total noninterest expense	101,619		128,906
Earnings before income taxes	83,494		83,860
Income taxes	33,132		32,333
Net earnings	$	50,362	$	51,527
Net earnings per share:
Basic	$	2.28	$	2.49
Diluted	$	2.21	$	2.40
Weighted average shares:
Basic	22,134		20,671
Diluted	22,771		21,445

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Unaudited Pro Forma Combined Condensed Balance Sheet Data
(In thousands)
	September 30, 2005
Investments and interest bearing deposits	$	452,684
Loans, net	3,272,695
Goodwill	537,567
Core deposit intangible	50,852
Deposits	3,696,908
Borrowings	111,000
Subordinated debentures	129,902
Shareholders’ equity	711,729

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited combined condensed financial information presents the impact of the acquisitions of First American, Pacific Liberty and Cedars and the proposed acquisition of Foothill on our historical financial condition and results of operations under the purchase method of accounting.  Under the purchase method of accounting, First Community records the assets and liabilities of the acquired entities at their fair values on the closing date of the acquisition.  The unaudited pro forma combined condensed balance sheet as of September 30, 2005 has been prepared under the assumption that the Pacific Liberty, Cedars, and Foothill acquisitions were completed on that date.  The First American acquisition was consummated on August 12, 2005 and, accordingly, is reflected in First Community’s historical balance sheet as of September 30, 2005.  The unaudited pro forma combined statements of earnings for the nine months ended September 30, 2005, and the year ended December 31, 2004, have been prepared under the assumption that all of the acquisitions were completed on January 1, 2004.

The unaudited pro forma combined financial information is presented for illustrative purposes only, and does not indicate either the operating results that would have occurred had all the acquisitions been consummated on January 1, 2004 or on September 30, 2005,

4

as the case may be, or future results of operations or financial condition.  The unaudited pro forma combined condensed financial information is based upon assumptions and adjustments that we believe are reasonable. The unaudited pro forma combined condensed financial information and the accompanying notes should be read in conjunction with our historical financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2004, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005, and September 30, 2005, and the historical financial statements of Foothill Independent Bancorp, including the notes thereto, incorporated by reference hereto as Exhibits 99.2 and 99.3 to this Form 8-K.

As explained further in the accompanying notes to unaudited pro forma combined condensed financial information, the allocations of the purchase price with respect to the acquisitions are based on preliminary estimates and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed.  Accordingly, the final fair value adjustments may be materially different from those presented in this report.

Unaudited Pro Forma Combined
Condensed Balance Sheet
September 30, 2005
(In thousands)

									(a)			(b)			(c)			(d)
	First Community		Pacific Liberty		Cedars		Foothill		Investment Sales and Borrowings Repayments			Fair Value Adjustments			Cash Paid for Stock options and Common Stock			Issuance of Common Stock net of acquired equity		Pro Forma Combined
Cash and cash equivalents	$	185,874	$	18,141	$	28,820	$	63,898	$	77,712		$	—		$	(140,003	)	$	—	$	234,442
Investments and interest bearing deposits	252,729		20,991		84,967		198,225		(104,228		)	—			—			—		452,684
Loans, net	2,274,132		118,065		376,167		504,814		—			(483		)	—			—		3,272,695
Goodwill	271,600		—		—		—		—			—			140,003			125,964		537,567
Core deposit intangible	26,582		—		—		—		—			24,270			—			—		50,852
Other assets	118,617		5,874		17,173		27,133		—			12,797			—			—		181,594
	$	3,129,534	$	163,071	$	507,127	$	794,070	$	(26,516	)	$	36,584		$	—		$	125,964	$	4,729,834
Deposits	$	2,410,296	$	143,749	$	429,289	$	711,924	$	—		$	1,650		$	—		$	—	$	3,696,908
Borrowings	111,000		—		26,516		—		(26,516		)	—			—			—		111,000
Subordinated debentures	121,654		—		—		8,248		—			—			—			—		129,902
Other liabilities	34,489		1,601		3,715		5,587		—			34,903			—			—		80,295
Total liabilities	2,677,439		145,350		459,520		725,759		(26,516		)	36,553			—			—		4,018,105
Shareholders’ equity	452,095		17,721		47,607		68,311		—			31			—			125,964		711,729
	$	3,129,534	$	163,071	$	507,127	$	794,070	$	(26,516	)	$	36,584		$	—		$	125,964	$	4,729,834

See "Balance Sheet Pro Forma Adjustments" beginning on page 10.

5

Unaudited Pro Forma Combined
Condensed Statements of Earnings

Nine Months Ended
September 30, 2005

(In thousands, except per
share data)

												Pro			Pro
	First		First			Pacific						Forma			Forma
	Community		American(1)			Liberty		Cedars		Foothill		Adjustments			Combined
Interest income:
Loans	$	123,082	$	5,131		$	6,982	$	19,406	$	26,082	$	27	(a)	$	180,710
Investment securities	6,551		2,156			617		2,254		5,888		(2,287		)(b)	15,179
Total interest income	129,633		7,287			7,599		21,660		31,970		(2,260		)	195,889
Interest expense:
Deposits	7,420		962			1,532		5,075		3,368		(424		)(c)	17,933
Borrowings	2,501		261			52		822				(810		)(d)	2,826
Subordinated debentures	6,135		—			—		—		570		—			6,705
Total interest expense	16,056		1,223			1,584		5,897		3,938		(1,234		)	27,464
Net interest income before provision for credit losses	113,577		6,064			6,015		15,763		28,032		(1,026		)	168,425
Provision for credit losses	1,420		(20		)	258		495		—		—			2,153
Net interest income after provision for credit losses	112,157		6,084			5,757		15,268		28,032		(1,026		)	166,272
Noninterest income:
Service charges, commissions and fees	7,984		549			431		1,352		3,139		—			13,455
Other	2,363		400			1,830		70		711		12		(e)	5,386
Total noninterest income	10,347		949			2,261		1,422		3,850		12			18,841
Noninterest expense:
Compensation	35,396		2,575			1,861		4,624		8,922		—			53,378
Occupancy and furniture and equipment	9,857		638			349		1,236		3,337		27		(f)	15,444
Data processing and communications	5,009		391			362		641		1,076		—			7,479
Professional services	3,563		315			156		657		1,656		—			6,347
Intangible asset amortization	2,541		—			—		—		—		2,310		(g)	4,851
Other	6,690		996			855		1,380		4,199		—			14,120
Total noninterest expense	63,056		4,915			3,583		8,538		19,190		2,337			101,619
Earnings before income taxes	59,448		2,118			4,435		8,152		12,692		(3,351		)	83,494
Income taxes	24,374		762			1,710		3,193		4,501		(1,408		)(h)	33,132
Net earnings	$	35,074	$	1,356		$	2,725	$	4,959	$	8,191	$	(1,943	)	$	50,362
Net earnings per share:
Basic	$	2.18													$	2.28
Diluted	$	2.13													$	2.21
Weighted average shares:
Basic	16,087														22,134
Diluted	16,450														22,771

(1) For the period from January 1, 2005 to August 12, 2005.

See "Statements of Earnings Pro Forma Adjustments" on page 12.

6

Unaudited Pro Forma Combined
Condensed Statement of Earnings

Year Ended December 31, 2004

(In thousands, except per
share data)

													Pro			Pro
	First		First			Pacific							Forma			Forma
	Community		American			Liberty		Cedars			Foothill		Adjustments			Combined
Interest income:
Loans	$	130,175	$	6,949		$	5,840	$	18,937		$	30,992	$	36	(a)	$	192,929
Investment securities	9,972		3,150			922		2,692			6,038		(5,267		)(b)	17,507
Total interest income	140,147		10,099			6,762		21,629			37,030		(5,231		)	210,436
Interest expense:
Deposits	7,124		953			1,129		3,743			4,073		(1,131		)(c)	15,891
Borrowings	1,144		431			—		1,165			—		(1,164		)(d)	1,576
Subordinated debentures	6,149		—			—		—			394		—			6,543
Total interest expense	14,417		1,384			1,129		4,908			4,467		(2,295		)	24,010
Net interest income before provision for credit losses	125,730		8,715			5,633		16,721			32,563		(2,936		)	186,426
Provision for credit losses	465		(96		)	444		565			—		—			1,378
Net interest income after provision for credit losses	125,265		8,811			5,189		16,156			32,563		(2,936		)	185,048
Noninterest income:
Service charges, commissions and fees	11,988		1,076			926		1,575			4,999		—			20,564
Other	4,926		887			1,094		(127		)	586		(212		)(e)	7,154
Total noninterest income	16,914		1,963			2,020		1,448			5,585		(212		)	27,718
Noninterest expense:
Compensation	45,220		3,869			1,918		5,329			11,697		—			68,033
Occupancy and furniture and equipment	13,381		897			460		1,411			4,296		36		(f)	20,481
Data processing and communications	6,485		519			402		664			1,408		—			9,478
Professional services	4,126		451			122		488			1,290		—			6,477
Intangible asset amortization	3,253		—			—		—			—		3,080		(g)	6,333
Other	9,055		1,530			979		1,621			4,919		—			18,104
Total noninterest expense	81,520		7,266			3,881		9,513			23,610		3,116			128,906
Earnings before income taxes	60,659		3,508			3,328		8,091			14,538		(6,264		)	83,860
Income taxes	24,296		1,266			1,249		2,970			5,183		(2,631		)(h)	32,333
Net earnings	$	36,363	$	2,242		$	2,079	$	5,121		$	9,355	$	(3,633	)	$	51,527
Net earnings per share:
Basic	$	2.34														$	2.49
Diluted	$	2.27														$	2.40
Weighted average shares:
Basic	15,521															20,671
Diluted	15,987															21,445

See "Statements of Earnings Pro Forma Adjustments" on page 12.

7

PRO FORMA ADJUSTMENTS

The unaudited pro forma combined condensed balance sheet as of September 30, 2005 has been prepared assuming the Pacific Liberty, Cedars and Foothill acquisitions were consummated on September 30, 2005.  The First American acquisition was consummated on August 12, 2005 and, accordingly, is reflected in First Community’s historical balance sheet as of September 30, 2005.  The unaudited pro form combined condensed statements of earnings for the nine months ended September 30, 2005, and the year ended December 31, 2004, have been prepared under the assumption that all of the acquisitions were consummated on January 1, 2004.

The unaudited pro forma combined condensed financial information reflects the issuance of First Community common stock.  Although the First American acquisition was a cash transaction, the Company sold approximately 1,045,000 common shares in 2005 in order to augment regulatory capital at both First Community and its banking subsidiary, Pacific Western National Bank.  These common shares have been added to First Community’s historical weighted average number of common shares used to calculate basic and diluted earnings per share for purposes of determining the pro forma earnings per share amounts for both the nine months ended September 30, 2005, and the year ended December 31, 2004.  The Company issued 784,000 common shares in the Pacific Liberty acquisition.  These share have been added to First Community’s historical weighted average number of common shares used to calculate basic and diluted earnings per share for purposes of determining the pro forma earnings per share amounts for the nine months ended September 30, 2005.  We applied the ultimate exchange ratio of 0.812 to Pacific Liberty’s historical weighted average shares outstanding for 2004 to determine the pro forma basic and diluted earnings per share amounts for the year ended December 31, 2004.  While the exchange ratio for determining the shares of common stock to be issued to Foothill common shareholders is subject to adjustment, as described in the definitive agreement and plan of merger, for purposes of the pro forma earnings per share calculations we have used the exchange ratio of 0.4982 First Community shares for each Foothill common share outstanding, which was the initial exchange ratio at the time of the signing of the definitive agreement.  As a result, the Company increased its historical basic and diluted share averages using the exchange ratio of 0.4982 applied to Foothill’s historical basic and diluted share averages for both the nine months ended September 30, 2005, and the year ended December 31, 2004.  The Cedars transaction was a cash transaction, and as such our regulatory capital positions require an increase in order to support the assets acquired.  For purposes of the pro forma financial data and information presented in this report, we have made no assumption regarding the issuance of any type of security which would augment regulatory capital.  A reconciliation of First Community’s historical diluted share averages to the pro forma averages follows.

8

	First Community Pro Forma Average Diluted Shares
	(In thousands)
	Nine months ended September 30, 2005		Year ended December 31, 2004
Historical amounts	16,450		15,987
First American shares	1,045		1,045
Pacific Liberty shares	784	(1)	847	(3)
Foothill shares	4,492	(2)	3,566	(4)
Pro forma shares	22,771		21,445

(1) Represents actual number of shares issued to Pacific Liberty common shareholders.

(2) Represents Foothill’s historical average for the nine months ended September 30, 2005, of 9,017 multiplied by an assumed exchange ratio of 0.4982.  The actual exchange ratio at consummation is subject to adjustment and may be higher or lower.

(3) Represents Pacific Liberty’s historical average for the year ended December 31, 2004, of 1,044 multiplied by the exchange ratio of 0.812.

(4) Represents Foothill’s historical average for the year ended December 31, 2004, of 7,158 multiplied by an assumed exchange ratio of 0.4982.  The actual exchange ratio at consummation is subject to adjustment and may be higher or lower.

9

BALANCE SHEET PRO FORMA ADJUSTMENTS

(a)Investment sales and borrowings repayments:  Covenants in definitive acquisition agreements with each of the First American, Pacific Liberty and Cedars required the acquired entity to liquidate substantially of its investment securities immediately prior to the close of the acquisition.  Since these investment securities were sold at or near the acquisition consummation date in accordance with the terms of the agreements, the historical balance sheets have been adjusted to reflect the elimination of such investment securities at September 30, 2005.  A portion of the cash generated from the sale of Cedars’ investment securities was used to repay Cedars outstanding borrowings.  Accordingly, the historical balance sheet has been adjusted to reflect the elimination of such borrowings.

(b)Fair value adjustments:  All of the acquisitions are accounted for using the purchase method of accounting.  Under this method, the fair values of the assets acquired and the liabilities assumed are determined at the acquisition consummation date.  The historical amounts of the assets and liabilities are then adjusted to such fair values and these fair values are added to First Community’s balance sheet.  The pro forma fair value adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed.  Accordingly, the final fair value adjustments may be materially different from those presented in this report.  A summary of these estimated fair value adjustments follows.

Adjustment of loans to fair value:  Such estimated fair value adjustments are $195,000, -0- and $288,000 for Pacific Liberty, Cedars, and Foothill, respectively.  These adjustments result in an unearned discount which will be amortized to interest income on loans over the remaining life of the loan portfolios acquired.

Establishment of core deposit intangible:  Such estimated fair value adjustments are $1,781,000, $5,527,000, and $16,962,000 for Pacific Liberty, Cedars, and Foothill, respectively.  These amounts represent the estimated future economic benefits from certain of the customer balances acquired or to be acquired.  This intangible asset will be amortized to expense over the estimated life of the deposits acquired.  This intangible asset will also be reviewed for impairment periodically.  The amount of the core deposit intangible related to the First American acquisition is $6,529,000.  This amount is not reflected as a pro forma adjustment because First American was acquired prior to September 30, 2005, and such core deposit intangible is already included in First Community’s historical balance sheet as of September 30, 2005.

Other assets:  This estimated fair value adjustment reflects a $12,000 reduction in office premises, a $75,000 reduction in prepaid assets, and a net $12,884,000 increase in tax assets.  The income tax adjustments result from basis differences of the

10

assets acquired and liabilities assumed and either deferred income tax assets or income tax receivables resulting from tax deductible items such as severance and deferred compensation payouts and compensation deductions related to cash payments to option holders of the acquired entities.  Further income tax adjustments may be made as more information becomes available and analyses are finalized in order to complete final tax returns.

Deposits:  This estimated fair value adjustment reflects a discount on certain time deposits whose interest rates are above market.  The individual amounts are $326,000, $1,141,000, and $183,000 for Pacific Liberty, Cedars, and Foothill, respectively.  The amount related to the First American acquisition is $46,000.  This amount is not reflected as a pro forma adjustment because First American was acquired prior to September 30, 2005, and such amount is already included in First Community’s historical balance sheet as of September 30, 2005.  This estimated discount on certain time deposits will be amortized to interest expense over the remaining contractual life of such deposits.

Other liabilities:  This estimated pro forma adjustment represents accruals made or to be made at the time the acquisitions are consummated to reflect the direct costs of the acquisitions and include investment banker and professional fees, severance, change in control and other compensation payments, contract termination costs, system conversion costs, and miscellaneous items.  The estimated individual amounts are $3,838,000, $4,823,000, and $26,242,000 for Pacific Liberty, Cedars, and Foothill, respectively.

(c)Cash paid for stock options and common stock:  The terms of the acquisition agreements with each of the acquired entities required or require a cash payment to their respective common stock option holders for the difference between the per share merger consideration and the option exercise price.  The estimated individual amounts are $5,003,000, $5,847,000, and $15,000,000 for Pacific Liberty, Cedars and Foothill, respectively.  The Cedars acquisition was a cash transaction and First Community paid to the common shareholders of Cedars approximately $114,153,000 in cash. The amount payable to Foothill option holders is estimated based on the exchange ratio used for purposes of the pro forma calculation and, as described above, is subject to adjustment.

(d)Issuance of common stock:   The Pacific Liberty shareholders received approximately 784,000 shares of First Community common stock having a fair value of approximately $36,634,000.  Based on the terms of the acquisition agreement, the Foothill shareholders are estimated to receive First Community common stock having a value of approximately $223,000,000.    These amounts result in $259,634,000 being added to shareholders’ equity on the pro forma balance sheet.  The amount added to shareholders’ equity is then reduced by the combined shareholders’ equity amounts of Pacific Liberty, Cedars and Foothill offset by the net effect of the fair value adjustments.  The Cedars transaction was a cash transaction, and as such our regulatory capital positions require an increase in order to support the assets acquired.  For purposes

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of the pro forma financial data and information presented in this report, we have made no assumption regarding the issuance of any type of security which would augment regulatory capital.

STATEMENTS OF EARNINGS PRO FORMA ADJUSTMENTS

(a)	Represents accretion of discount on loans over eight years.
(b)	Elimination of interest on investment securities due to liquidation of the portfolios offset by interest on federal funds sold arising from the investment of net cash generated from the sales. The interest on federal funds sold was assumed at 2.94% for the nine months ended September 30, 2005, and at 1.21% for the year ended December 31, 2004.
(c)	Amortization of the time deposit fair value adjustment. Such amortization is over two years using an accelerated method.
(d)	Elimination of interest expense on Cedars’ Federal Home Loan Bank borrowings due to repayment from cash generated by sale of investment securities.
(e)	Elimination of net gain or loss on sales of investment securities due to liquidation of the investment portfolios.
(f)	Additional depreciation adjustment resulting from fair value adjustments to office premises. The largest portion of this adjustment relates to the First American office building fair value adjustment of approximately $916,000 which is being amortized over 25 years.
(g)	Represents amortization of the core deposit intangible asset over its estimated life of 10 years.
(h)	Represents income taxes on the pro forma adjustments at a combined Federal and California effective tax rate of approximately 42%.

12