8-K

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

Date of Report: February 10, 2006

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	0-12379	31-1042001
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)
300 High Street
Hamilton, Ohio
(Address of principal		45011
executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (513) 867-5447

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):

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

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

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

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

Form 8-K First Financial Bancorp.

Item 2.02 Results of Operations and Financial Condition.

On February 10, 2006, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the fourth quarter of 2005. A copy of the earnings press release is attached as Exhibit 99.1.

The earnings press release includes two non-GAAP financial measures. The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled “Consolidated Financial Data” under the section “Key Ratios.” The second appears in the table entitled “Additional Data — Fully Tax Equivalent Net Interest Income.” The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

Below is a table showing “net interest income” calculated and presented in accordance with GAAP and the adjustments made to arrive at the non-GAAP financial measure “net interest income — tax equivalent.” The table also shows “net interest margin” calculated and presented in accordance with GAAP and the method used to arrive at the non-GAAP financial measure “net interest margin (fully tax equivalent).”

																Twelve Months
							Three Months Ended									Ended
	Dec. 31,			Sep. 30,			June 30,			March 31,			Dec. 31,			December. 31,
	2005			2005			2005			2005			2004			2005			2004
	(Dollars in thousands)
Net interest income	$	31,939		$	33,143		$	33,905		$	33,980		$	34,511		$	132,967		$	140,182
Tax equivalent adjustment		723			746			756			758			773			2,983			3,230
Net interest income — tax equivalent	$	32,662		$	33,889		$	34,661		$	34,738		$	35,284		$	135,950		$	143,412
Average earning assets		3,405,725			3,429,671			3,448,924			3,461,330			3,498,762			3,436,243			3,527,085
Net interest margin*		3.72	%		3.83	%		3.94	%		3.98	%		3.92	%		3.87	%		3.97	%
Net interest margin (fully tax equivalent)*		3.80	%		3.92	%		4.03	%		4.07	%		4.01	%		3.96	%		4.07	%

Margins are calculated using net interest income annualized divided by average earning assets.

Item 7.01 Regulation FD Disclosure.

On February 10, 2006, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the fourth quarter of 2005. A copy of the earnings press release is attached as Exhibit 99.1.

Item 9.01      Exhibits.

(c)       Exhibit:

99.1      First Financial Bancorp. Press Release dated February 10, 2006.

SIGNATURES

     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 FINANCIAL BANCORP.
	By:	/s/ J. Franklin Hall
Date: February 10, 2006		J. Franklin Hall Senior Vice President and Chief Financial Officer

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated February 10, 2006.

EX-99.1

EXHIBIT 99.1

News News News News News News

February 10, 2006

First Financial Bancorp Reports Fourth-Quarter 2005 Earnings
and Updates Strategic Plan

• Fourth-quarter net earnings of $0.07 per diluted share versus $0.23 in 2004

• Balance sheet restructuring charge of $6.5 million or $0.10 per share

• Continued progress in executing strategic plan

HAMILTON, Ohio — First Financial Bancorp (Nasdaq: FFBC) president and chief executive officer, Claude E. Davis, today announced fourth-quarter 2005 earnings of $2,834,000 or 7 cents in diluted earnings per share, compared to $10,009,000 or 23 cents in diluted earnings per share for the same period in 2004. First Financial also announced year-to-date earnings of $37,933,000 or 88 cents in diluted earnings per share, compared to $41,118,000 or 94 cents in diluted earnings per share for the same period in 2004. Income from continuing operations was $2,834,000 or 7 cents per diluted share and $10,381,000 or 24 cents per diluted share for the fourth quarter of 2005 and 2004, respectively. Year-to-date income from continuing operations was $30,808,000 or 71 cents per diluted share and $41,101,000 or 94 cents per diluted share for 2005 and 2004, respectively. Year-to-date income from discontinued operations was $7,125,000 or 17 cents per diluted share and $17,000 or no cents per diluted share effect for 2005 and 2004, respectively.

Davis said, “We are very pleased with the progress we’ve made in the implementation of the strategic plan. 2005 was a crucial year of realignment for the organization. We expect 2006 to be another critical year as we finalize this alignment in key production areas, focus on efficiency, and start to realize the

success of our strategic plan. Through organizational, balance sheet and personnel restructuring, we are positioning the company to be a high performance, growth oriented company.”

The following items materially impacted performance in the fourth-quarter 2005:

• Securities impairment charge of $6.5 million or 10 cents per share

• Restructuring and executive severance of $2.6 million or 4 cents per share

• Provision expense of $1 million or 2 cents per share due to consumer bankruptcies

• Gain on sale of mortgage loans of $787,000 or 1 cent per share

Unless otherwise noted, all amounts discussed are pre-tax except income or loss from continuing operations, net income, and per-share data which is presented after-tax.

Income from continuing operations was $2,834,000 or 7 cents per diluted share and $10,381,000 or 24 cents per diluted share for the fourth quarter of 2005 and 2004, respectively. Due to the sale of the Fidelity Federal Savings Bank subsidiary in the third quarter of 2005, there was no fourth-quarter activity from discontinued operations. In the fourth quarter of 2004, the loss from discontinued operations was $372,000 or 1 cent per diluted share. Year-to-date income from continuing operations was $30,808,000 or 71 cents per diluted share and $41,101,000 or 94 cents per diluted share for 2005 and 2004, respectively. Year-to-date income from discontinued operations was $7,125,000 or 17 cents per diluted share and $17,000 or no cents per diluted share effect for 2005 and 2004, respectively. The year-to-date income from discontinued operations included a gain on the sale of discontinued operations of $10,366,000, with a tax effect of $3,628,000, for a net gain of $6,738,000 or 16 cents per diluted share.

Return on average assets for the fourth quarter of 2005 was 0.30 percent, compared to 1.03 percent for the same period in 2004. Return on average shareholders’ equity was 3.20 percent for the fourth quarter of 2005, versus 10.74 percent for the comparable period in 2004. First Financial continues to maintain strong capital with a fourth-quarter 2005 average equity to average assets ratio of 9.44 percent. Year-to-date return on average assets was 1.00 percent compared to 1.05 percent for 2004, while return on average shareholders’ equity was 10.40 percent for 2005 versus 11.21 percent for 2004.

(The preceding overview of First Financial Bancorp’s earnings is supplemented with the following detail:)

Strategic Plan Update:

On March 14, 2005, First Financial announced the strategic plan for the organization. Throughout 2005, a transition year for First Financial, many steps were taken to implement the plan, and the transition will continue in 2006 with additional steps to implement the plan. As the year progresses, initial positive results should begin to be realized. The areas of focus are:

• Organization restructure

• Balance sheet restructure

• Growth plan

• Efficiency improvement

The organization restructure has already included the completion of several steps in 2005.

• Announcement of a new senior management team charged with carrying out the strategic vision of the company.

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• The consolidation of six charters into one banking charter to become one company with a common culture.

• Consolidation of the operational areas of the company to improve efficiency and better serve clients. This process will be completed in the first half of 2006.

• The commercial credit area was reorganized to include the addition of processes and talent to improve risk management and underwriting, improve commercial real estate expertise, and create a new small business credit process.

The balance sheet restructure includes several elements that have been implemented in 2005 or will be accomplished in 2006. The focus of the balance sheet restructure is to position the company to focus on the core business and product lines of First Financial.

• On November 2, 2005, First Financial announced a new capital plan with target capital ratios. The target ratios are between 6.75 percent and 7.25 percent for tangible equity to assets, 8.00 percent to 8.50 percent for leverage, and 12.75 percent to 13.25 percent for total risk-based capital.

• First Financial has repurchased approximately 9.54 percent of its common equity through both daily share repurchases in 2005 and a modified Dutch tender offer completed in the fourth quarter of 2005.

• The origination of indirect installment lending was discontinued in September of 2005. As a part of this initiative, $42 million in loans were sold at a loss of $1.6 million and the remaining portfolio attrition is approximately $21 million per quarter. At year-end, this portfolio was approximately $173 million.

• During the fourth quarter approximately $64 million of fixed-rate mortgage loans that no longer fit the risk profile of the company were sold at a gain of $787,000.

• First Financial has also changed its approach to first mortgage lending. The plan is to originate predominantly secondary market eligible loans and to sell a majority of loans at origination to better manage interest rate risk and to improve net interest margin. In the short-term, this will result in a reduction in the mortgage portfolio and an increase in gain on sale revenue. During the fourth quarter, the retail mortgage portfolio declined by $85.4 million of which $64.0 million was due to the previously mentioned sale of mortgage loans.

• First Financial expects to execute its previously announced balance sheet restructuring in the first half of 2006, improving its net interest margin and reducing the size of the balance sheet by up to $200 million through the sale of investment securities and the payoff of Federal Home Loan Bank borrowings. As announced, this restructure will include charges in 2005 and 2006 of approximately $6.5 million of securities impairment charges and up to $6.0 million in debt

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prepayment penalties, respectively, improving the company’s net interest margin by approximately 30 basis points and adding approximately 5 cents in annualized earnings per share beginning in 2006.

The growth plan for the company has several elements. The primary components of the plan for commercial banking are to organize sales staff into defined market areas managed by local market presidents with the authority to make decisions at the point of client contact. In the wealth-management business, the investment management, private banking, and insurance sales staffs are managed as a unit with the intent to provide sales coverage to all markets. The steps taken or planned to implement the growth plan include the following:

• First Financial has engaged Stealing Share, a firm based in Raleigh, North Carolina, to assist the company in an evaluation of the company’s market position and brand identity in all markets and business lines and to define a brand strategy for the future. This process should be completed in the first half of 2006.

• Expansion into the metropolitan markets of Dayton and Cincinnati were announced in 2005. In both cases, experienced market presidents were hired.

• New market presidents were hired for the southeast Indiana, northern Kentucky, Butler/Warren county markets in southwest Ohio and for the Lafayette, Indiana, market. These staff additions were replacements of existing positions.

• During 2005, 16 new commercial bankers were hired in the northern Kentucky, southwest Ohio, and southeast Indiana markets.

• The wealth-management group hired 7 new sales staff in the northern Kentucky and southwest Ohio regions of the company to extend and expand this business.

As announced in the strategic plan, First Financial will continue to recruit sales staff, evaluate metropolitan markets for expansion, and consider strategic acquisitions to extend and expand the franchise.

To manage expenses more effectively, First Financial has initiated an aggressive Performance Improvement Plan designed to target its efficiency ratio. First Financial recognizes that its efficiency ratio is in excess of peers and will be reviewing all areas of operation for efficiency opportunities. The objective of this program is to maximize revenue and develop the proper cost structure for the consolidated organization to bring the efficiency ratio back in line with peers. This program has been assigned a full-time senior manager to drive the effort.

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Several steps have already been taken in 2005 that will be completed in 2006 to improve the company’s efficiency and effectiveness:

• Implementation of the charter consolidation that was announced in a press release dated March 14, 2005, was completed in the third quarter of 2005. Costs associated with the operational consolidation element of the plan that were previously announced and originally estimated to be $4.5 million or 7 cents per share have been revised to $3.8 million or 6 cents per share, due to lower employee severance costs. In the fourth quarter of 2005, $1.6 million of these operational consolidation costs were recognized and $3.2 million have been recognized to-date. The remaining costs of the consolidation will be recognized in the first half of 2006. Total expected annualized cost savings from the operational consolidation remain estimated at $4.8 to $5.2 million when fully realized.

• Fidelity Federal Savings Bank was sold during the third quarter of 2005 for profitability and strategic reasons. First Financial realized a gain on the sale of $10.4 million or 16 cents per diluted share.

• First Financial has engaged the investment-banking firm of Sandler O’Neill & Partners, L.P. to assist in the evaluation of the branch system. The results of the evaluation will be announced when the process is completed.

• In 2006, First Financial expects to announce the selection of a new core data-processing system that will provide the platform for delivery of more competitive product features. The selection of a new system and an evaluation of the technology infrastructure are also expected to result in reduced costs.

• An evaluation will be conducted of all other noninterest expense areas of the company with a focus on improving effectiveness and reducing costs.

Net Interest Income:

Net interest income for the fourth quarter of 2005 was $31.9 million, compared to $34.5 million in the fourth quarter of 2004, a decrease of $2.6 million or 7.45 percent. Net interest income on a linked-quarter basis (fourth quarter of 2005 compared to third quarter of 2005) decreased $1.2 million or 3.63 percent. Net interest income for 2005 on a year-to-date basis decreased $7.2 million or 5.15 percent from the comparable period in 2004. The decreases in all periods (the linked quarter, year-over-year, and full year 2005 over 2004) are due primarily to a managed decline in asset levels and market-rate-driven increases in interest expense.

First Financial’s net interest margin decreased to 3.72 percent in the fourth quarter of 2005 from 3.92 percent in the fourth quarter of 2004. Linked-quarter net interest margin decreased eleven basis points

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from 3.83 percent to 3.72 percent due to the net effect of asset sales reinvested at lower cash rates. The plan to sell a portion of the indirect installment and mortgage loan portfolios and allow the remaining portfolio of indirect installment loans to pay off has created more liquidity in the short-term than the company would expect in the future.

On a year-to-date basis, net interest margin decreased from 3.97 percent for 2004 to 3.87 percent for 2005. Effects of declines in earning assets were more than offset by rate increases in all periods of comparison except the linked quarter in which the margin impact on the decline in earning assets equaled the rate effect on margin. Rate effects on interest-bearing liabilities for all periods of comparison were negative to the margin.

The combined effects of the asset sensitivity of the balance sheet and the resulting impact of the anticipated balance sheet restructuring should offset continued margin pressure in the near-term. Looking forward, First Financial expects to maintain and grow the net interest margin by altering its product mix to more commercial products and a continued effort to grow core retail deposit transaction accounts.

Average loans, net of unearned income, for the fourth quarter of 2005 decreased 5.45 percent and year-to-date average loan balances decreased 1.11 percent from the comparable periods a year ago. On a linked-quarter basis, average outstanding loan balances decreased 4.53 percent. The decrease in the loan portfolio was affected by the sale of $42 million in indirect marine and recreational vehicle loans at the end of the third quarter of 2005 and the sale in the fourth quarter of approximately $64 million in retail mortgage loans that no longer fit the risk profile of the company. Net of these sales, year-to-date average loans would have increased approximately 1.87 percent and the fourth quarter of 2005 would have decreased approximately 2.54 percent from the comparable periods in 2004. Furthermore, indirect installment originations ceased in the third quarter, resulting in approximately $21 million in runoff of this portfolio. It is the belief of management that the strategic decisions to sell a portion of the indirect portfolio and to discontinue originating indirect installment loans will both reduce risk in the portfolio and provide greater focus to client-centered efforts as we build our business. Additionally, First Financial has made the strategic decision to sell most of the mortgage loan production into the secondary market instead of keeping the loans in its portfolio.

Securities available for sale were $595.4 million at December 31, 2005, compared to $655.1 million at December 31, 2004. The combined investment portfolio was 16.47 percent and 17.05 percent of total assets at December 31, 2005, and December 31, 2004, respectively. In an announcement dated February

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1, 2006, the company indicated its intention to sell up to $200 million in investment securities and pay down Federal Home Loan Bank borrowings with the proceeds.

Average deposit balances for the fourth quarter increased $64.9 million or 2.27 percent from the comparable period a year ago due primarily to increases in average interest-bearing checking accounts and time deposits. Average deposits increased 2.12 percent on a year-to-date basis due to increases in noninterest-bearing deposit balances as well as increases in interest-bearing checking accounts and time deposits. The increase in noninterest-bearing deposit accounts marks the successful efforts of focused strategies over the past twelve months. Average deposits have increased 0.64 percent on a linked-quarter basis primarily due to increases in time deposits. Interest expense on deposits increased as a result of overall market rate increases rather than a shift in our competitive position in the markets we serve.

Credit Quality:
The provision for loan losses for the fourth quarter of 2005 was $3.0 million compared to a credit of $587,000 for the same period in 2004. The provision is a result of the quarterly analysis of the adequacy of the allowance for loan losses. Net charge-offs of $2.6 million for the fourth quarter were $957,000 more than the $1.6 million net charge-offs for the fourth quarter of 2004. Year-to-date net charge-offs were $8.2 million in 2005, up $824,000 from the $7.3 million recorded in 2004. Increases in installment loans charged-off were the primary source of the increase in net charge-offs for the fourth quarter of 2005 compared to the same period in 2004. This increase is believed to be directly attributable to the recent change in bankruptcy law with an estimated $1 million in timing-based accelerations of bankruptcy-related charge-offs. The percentage of net charge-offs to average loans for the fourth quarter of 2005 was 0.37 percent compared to 0.23 percent for the same period in 2004. The percentage of net charge-offs to average loans was 0.30 percent for year-to-date 2005 compared to 0.26 percent for the same period in 2004.

Total underperforming assets, which includes nonaccrual loans, restructured loans, other real estate owned, and loans 90 days or more past due and still accruing, increased $10.0 million to $32.9 million at the end of the fourth quarter of 2005 from $22.8 million at the end of the fourth quarter of 2004. On a linked-quarter basis, total underperforming assets increased $3.1 million. This increase is primarily due to a $2.6 million increase in restructured loans, all of which can be attributed to two unrelated commercial loans. These credits have been appropriately considered in establishing the allowance for loan losses at December 31, 2005.

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The nonperforming assets to ending loans ratio increased to 1.20 percent as of December 31, 2005, from 0.75 percent as of the end of the fourth quarter of 2004. The increase in nonperforming assets has continued over several quarters and is being addressed by a new chief credit officer and a new chief risk officer with several key initiatives. This level of nonperforming loans remains within a range of acceptability for the company, though at the higher end of that range. While the level of nonperforming assets has increased, charge-off levels and delinquency levels have remained flat to declining over the linked quarter and year-to-year period.

First Financial continued to maintain appropriate risk coverage with an allowance to ending loans ratio of 1.62 percent at quarter end versus 1.61 percent for the same quarter a year ago. It is management’s belief that the allowance for loan losses of $42.5 million is adequate to absorb probable credit losses inherent in the portfolio, and the changes in the allowance and the resultant provision are directionally consistent with changes in asset quality.

Noninterest Income:
Fourth-quarter 2005 noninterest income was $9.4 million, a decrease of $5.2 million or 35.65 percent from the fourth quarter of 2004, due primarily to the impairment of investment securities of $6.5 million recorded in the fourth quarter of 2005. Excluding the effects of the impairment charge, noninterest income increased $1.3 million or 9.08 percent over the same period. The company had quarterly increases in service charges on deposit accounts income of $796,000, bankcard interchange income of $199,000, and gains on the sale of loans of $798,000, primarily from the sale of approximately $64 million in mortgage loans previously held in portfolio that no longer fit the risk profile of the company.

On a linked-quarter basis, total noninterest income was down $4.6 million or 33.05 percent. This decrease was primarily the result of the $6.5 million impairment on investment securities mentioned previously. This decrease was somewhat offset by an increase of $787,000 from a gain on mortgage loans sold in the fourth quarter and a $1.6 million loss on the sale of indirect loans in the third quarter of 2005. Excluding the effects of the loan sales and the impairment on investment securities, noninterest income decreased $487,000 or 3.48 percent which was primarily due to a decrease in executive life insurance income of $233,000 and the change in mortgage servicing rights valuation allowance of $255,000.

Year-to-date noninterest income decreased $6.4 million or 10.70 percent from 2004 due to the impairment on investment securities referred to previously. Gains on the sale of loans decreased $658,000 due to the net effect of the two loan sales previously discussed. Net of these loan sales and the impairment on

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investment securities, noninterest income was up $793,000 or 1.37 percent over 2004. Other noninterest income decreased $586,000 or 3.20 percent primarily due to a decrease in executive life insurance income of $451,000. These decreases were offset by an increase in bankcard interchange income of $923,000 and an increase in service charges of $372,000.

Noninterest Expense:
Total noninterest expense increased $1.4 million or 3.96 percent for the fourth quarter of 2005 from the fourth quarter of 2004. Salaries and benefits increased $907,000 over this same period due to $2.0 million in severance charges related to staff reductions from the consolidation of departments. As anticipated, professional services increased $683,000 due to consulting fees and employee placement fees. Furniture and equipment decreased $537,000 primarily due to the buyout of computer leases in the third quarter. Excluding the severance and professional services increases, noninterest expense was down $1.3 million or 3.81 percent for the comparable period.

Year-to-date noninterest expenses increased $3.8 million or 2.83 percent, of which $4.4 million is due to non-recurring operational consolidation costs. Salaries and benefits increased $2.2 million or 2.93 percent. Net occupancy increased $1.2 million or 14.61 percent. Professional services expense increased $1.0 million or 19.19 percent. Data-processing expenses decreased $306,000 or 4.62 percent. Other noninterest expenses increased $396,000, which primarily included increases in credit card expense of $638,000 due to increased card usage and legal expense of $397,000, offset by decreases in directors’ fees of $308,000 and gains/losses on the sale of fixed assets of $316,000. Non-recurring costs associated with salaries, data processing, legal and professional and other expenses are $2.8 million, $222,000, $920,000, and $479,000, respectively. Excluding these non-recurring costs, year-to-date noninterest expense was down $621,000 or 0.47 percent.

Other Items:

First Financial repurchased 144,000 of its common shares during the fourth quarter of 2005 under a previously approved program for general corporate purposes. In addition, First Financial repurchased 3,250,000 of its common shares under a modified Dutch auction tender offer in December of 2005. Year-to-date, First Financial has repurchased 4,166,000 shares or 9.54 percent of its shares outstanding since January 1, 2005.

Earnings Conference Call and Webcast

On February 10, 2006, First Financial will host an earnings conference call that will be webcast live at 2:00 p.m. EST. The presenters will be Claude E. Davis, president and chief executive officer, C. Douglas

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Lefferson, executive vice president and chief operating officer, and J. Franklin Hall, senior vice president and chief financial officer. Anyone may participate in the conference call by telephoning 1-877-407-8031 (no passcode needed) or by logging on to the company’s website (http://ffbc-oh.com) for a live audio webcast of the call. Click on the Investor Information section and choose the category of News. Listeners should allow an extra five minutes to be connected to the call or webcast. The event will also be archived on the company’s website for one year.

Anyone who wishes to hear a replay of the event by telephone may dial 1-877-660-6853, account number 286, conference ID number 189489 between 5:00 p.m. EST on February 10, 2006, and 11:59 p.m. on February 17, 2006.

A $3.7 billion publicly owned bank holding company with over 4,000 shareholders, First Financial Bancorp has two lines of business. The banking line of business is First Financial Bank, N.A. which has a total of 105 banking centers in Ohio, Michigan, Kentucky and Indiana. The bank operates in different markets under the names First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank. The holding company’s wealth-management line of business includes First Financial Capital Advisors LLC and First Financial Insurance.

This release should be read in conjunction with the consolidated financial statements, notes, and tables attached and in the First Financial Bancorp Annual Report on Form 10-K for the year ended December 31, 2004. Management’s analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risk and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, the ability of the company to implement its strategic plan, the strength of the local economies in which operations are conducted, the effects of and changes in policies and laws of regulatory agencies, inflation, and interest rates. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to the 2004 Form 10-K and other public documents filed with the SEC. These documents are available on our investor relations website at www.ffbc-oh.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in our annual report on Form 10-K for the year ended December 31, 2005, which will be filed with the SEC in the first quarter of 2006.

First Financial Bancorp
P.O. Box 476
Hamilton, OH 45012
Analyst Contact: J. Franklin Hall
513-867-4954
frank.hall@ffbc-oh.com
Media Contact: Cheryl R. Lipp
513-603-3457
cheryl.lipp@comfirst.com

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FIRST FINANCIAL BANCORP.
CONSOLIDATED FINANCIAL DATA

(Dollars in thousand, except per share)
(Unaudited)

						Three months ended										Twelve months ended
	Dec. 31,			Sep. 30,			June 30,			March 31,			Dec. 31,			December 31,
	2005			2005			2005			2005			2004			2005			2004
EARNINGS
Net interest income	$	31,939		$	33,143		$	33,905		$	33,980		$	34,511		$	132,967		$	140,182
Earnings from continuing operations		2,834			7,819			9,623			10,532			10,381			30,808			41,101
Earnings from discontinued operations		0			6,665			266			194			(372	)		7,125			17
Net earnings		2,834			14,484			9,889			10,726			10,009			37,933			41,118
Earnings per share from continuing operations-basic	$	0.07		$	0.18		$	0.22		$	0.24		$	0.24		$	0.72		$	0.94
Earnings per share from continuing operations-diluted	$	0.07		$	0.18		$	0.22		$	0.24		$	0.24		$	0.71		$	0.94
Earnings per share from discontinued operations-basic	$	0.00		$	0.15		$	0.01		$	0.00		$	(0.01	)	$	0.17		$	0.00
Earnings per share from discontinued operations-diluted	$	0.00		$	0.15		$	0.01		$	0.00		$	(0.01	)	$	0.17		$	0.00
Net earnings per share — basic	$	0.07		$	0.34		$	0.23		$	0.25		$	0.23		$	0.88		$	0.94
Net earnings per share — diluted	$	0.07		$	0.33		$	0.23		$	0.25		$	0.23		$	0.88		$	0.94
KEY RATIOS
Return on average assets		0.30	%		1.50	%		1.03	%		1.13	%		1.03	%		1.00	%		1.05	%
Return on average shareholders’ equity		3.20	%		15.64	%		10.74	%		11.73	%		10.74	%		10.40	%		11.21	%
Return on average tangible shareholders’ equity		3.57	%		17.32	%		11.90	%		13.00	%		11.91	%		11.54	%		12.44	%
Average shareholders’ equity to average assets		9.44	%		9.60	%		9.61	%		9.62	%		9.55	%		9.57	%		9.40	%
Net interest margin		3.72	%		3.83	%		3.94	%		3.98	%		3.92	%		3.87	%		3.97	%
Net interest margin (fully tax equivalent)*		3.80	%		3.92	%		4.03	%		4.07	%		4.01	%		3.96	%		4.07	%
COMMON STOCK DATA
Average basic shares outstanding		42,069,965			43,166,270			43,502,193			43,601,128			43,708,800			43,084,378			43,818,779
Average diluted shares outstanding		42,180,824			43,262,371			43,575,499			43,673,090			43,762,371			43,172,750			43,880,412
Ending shares outstanding		39,563,480			42,978,981			43,351,903			43,545,285			43,677,236			39,563,480			43,677,236
Market price:
High	$	19.30		$	19.80		$	18.90		$	19.25		$	17.90		$	19.80		$	18.82
Low	$	17.51		$	16.99		$	16.90		$	16.65		$	16.90		$	16.65		$	15.61
Close	$	17.52		$	18.61		$	18.90		$	18.25		$	17.50		$	17.52		$	17.50
Book value	$	7.58		$	8.59		$	8.53		$	8.45		$	8.50		$	7.58		$	8.50
Common dividend declared	$	0.16		$	0.16		$	0.16		$	0.16		$	0.15		$	0.64		$	0.60
AVERAGE BALANCE SHEET ITEMS
Loans less unearned income	$	2,657,156		$	2,783,315		$	2,795,754		$	2,788,075		$	2,810,389		$	2,755,792		$	2,786,864
Investment securities		620,868			625,418			635,982			655,114			685,616			634,227			734,388
Other earning assets		127,701			20,938			17,188			18,141			2,757			46,224			5,833
Total earning assets		3,405,725			3,429,671			3,448,924			3,461,330			3,498,762			3,436,243			3,527,085
Total assets		3,719,197			3,827,395			3,846,259			3,853,336			3,882,052			3,811,223			3,904,332
Noninterest-bearing deposits		433,228			428,881			433,379			425,365			427,357			430,231			405,991
Interest-bearing deposits		2,488,062			2,473,697			2,476,112			2,468,148			2,428,999			2,476,552			2,440,504
Total deposits		2,921,290			2,902,578			2,909,491			2,893,513			2,856,356			2,906,783			2,846,495
Borrowings		418,388			446,939			445,141			464,300			528,829			443,575			563,574
Shareholders’ equity		350,934			367,472			369,477			370,829			370,722			364,631			366,859
CREDIT QUALITY
Ending allowance for loan losses	$	42,485		$	42,036		$	43,506		$	44,172		$	45,076		$	42,485		$	45,076
Nonperforming assets:
Nonaccrual		24,961			24,563			20,408			16,033			17,472			24,961			17,472
Restructured		3,408			808			884			885			2,110			3,408			2,110
OREO		3,162			2,595			2,673			2,705			1,481			3,162			1,481
Total nonperforming assets		31,531			27,966			23,965			19,623			21,063			31,531			21,063
Loans delinquent over 90 days		1,359			1,779			764			352			1,784			1,359			1,784
Gross charge-offs:
Commercial		(1,066	)		(1,839	)		(948	)		(824	)		(917	)		(4,677	)		(3,324	)
Commercial real estate		(449	)		(94	)		(12	)		(195	)		(361	)		(750	)		(833	)
Retail real estate		(220	)		(121	)		(202	)		(353	)		(284	)		(896	)		(1,372	)
All other		(1,583	)		(1,279	)		(1,105	)		(1,300	)		(1,005	)		(5,267	)		(6,313	)
Total gross charge-offs		(3,318	)		(3,333	)		(2,267	)		(2,672	)		(2,567	)		(11,590	)		(11,842	)
Recoveries:
Commercial		212			205			200			531			325			1,148			1,553
Commercial real estate		4			4			9			4			80			21			60
Retail real estate		141			24			48			24			116			237			469
All other		395			279			594			754			437			2,022			2,422
Total recoveries		752			512			851			1,313			958			3,428			4,504
Total net charge-offs		(2,566	)		(2,821	)		(1,416	)		(1,359	)		(1,609	)		(8,162	)		(7,338	)
CREDIT QUALITY RATIOS
Allowance to ending loans, net of unearned income		1.62	%		1.54	%		1.55	%		1.59	%		1.61	%		1.62	%		1.61	%
Nonperforming assets to ending loans, net of unearned income plus OREO		1.20	%		1.02	%		0.85	%		0.70	%		0.75	%		1.20	%		0.75	%
90 days past due to loans, net of unearned income		0.05	%		0.07	%		0.03	%		0.01	%		0.06	%		0.05	%		0.06	%
Net charge-offs to average loans, net of unearned income		0.37	%		0.40	%		0.20	%		0.20	%		0.23	%		0.30	%		0.26	%

* The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes, these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

FIRST FINANCIAL BANCORP.
CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands)
(Unaudited)

						Three months ended,									Twelve months ended,
	Dec. 31,			Sep. 30,			June 30,		March 31,			Dec. 31,			December 31,
	2005			2005			2005		2005			2004			2005			2004
Interest income
Loans, including fees	$	42,766		$	44,122		$	43,370	$	42,378		$	42,298		$	172,636		$	166,507
Investment securities
Taxable		5,481			5,219			5,389		5,408			5,675			21,497			24,415
Tax-exempt		1,173			1,221			1,239		1,230			1,307			4,863			5,458
Total investment securities interest		6,654			6,440			6,628		6,638			6,982			26,360			29,873
Interest-bearing deposits with other banks		0			0			0		1			6			1			49
Federal funds sold and securities purchased under agreements to resell		1,297			178			121		104			8			1,700			43
Total interest income		50,717			50,740			50,119		49,121			49,294			200,697			196,472
Interest expense
Deposits		14,015			12,779			11,434		10,426			9,752			48,654			36,827
Short-term borrowings		473			520			507		461			703			1,961			2,574
Long-term borrowings		3,720			3,769			3,781		3,808			3,919			15,078			15,422
Other long-term debt		570			529			492		446			409			2,037			1,467
Total interest expense		18,778			17,597			16,214		15,141			14,783			67,730			56,290
Net interest income		31,939			33,143			33,905		33,980			34,511			132,967			140,182
Provision for loan losses		3,015			1,351			750		455			(587	)		5,571			5,978
Net interest income after provision for loan losses		28,924			31,792			33,155		33,525			35,098			127,396			134,204
Noninterest income
Service charges on deposit accounts		5,257			4,944			4,609		4,166			4,461			18,976			18,604
Trust revenues		4,041			3,974			3,879		4,094			4,206			15,988			15,902
Bankcard interchange income		1,621			1,577			1,568		1,420			1,422			6,186			5,263
Gains (losses) from sales of loans		1,239			(1,280	)		480		464			441			903			1,561
Gains (losses) from sales of investment securities		0			6			0		(6	)		13			0			2
Impairment of investment securities		(6,519	)		0			0		0			0			(6,519	)		0
Other		3,740			4,788			4,302		4,898			4,032			17,728			18,314
Total noninterest income		9,379			14,009			14,838		15,036			14,575			53,262			59,646
Noninterest expenses
Salaries and employee benefits		20,270			19,353			19,157		18,910			19,363			77,690			75,475
Net occupancy		2,555			2,465			2,241		2,349			2,163			9,610			8,385
Furniture and equipment		1,297			1,694			1,664		1,621			1,834			6,276			7,173
Data processing		1,640			1,627			1,461		1,589			1,650			6,317			6,623
Marketing		704			535			714		511			566			2,464			2,650
Communication		831			758			715		781			710			3,085			2,795
Professional Services		2,088			1,465			1,527		1,386			1,405			6,466			5,425
Amortization of intangibles		220			220			220		220			220			880			876
Other		6,154			6,615			5,886		5,793			6,485			24,448			24,052
Total noninterest expenses		35,759			34,732			33,585		33,160			34,396			137,236			133,454
Income from continuing operations before income taxes		2,544			11,069			14,408		15,401			15,277			43,422			60,396
Income tax (benefit) expense		(290	)		3,250			4,785		4,869			4,896			12,614			19,295
Income from continuing operations		2,834			7,819			9,623		10,532			10,381			30,808			41,101
Discontinued operations
Other operating (loss) income		0			(140	)		416		307			(606	)		583			(21	)
Gain on discontinued operations		0			10,366			0		0			0			10,366			0
Income (loss) from discontinued operations before income taxes		0			10,226			416		307			(606	)		10,949			(21	)
Income tax expense (benefit)		0			3,561			150		113			(234	)		3,824			(38	)
Income (loss) from discontinued operations		0			6,665			266		194			(372	)		7,125			17
Net earnings	$	2,834		$	14,484		$	9,889	$	10,726		$	10,009		$	37,933		$	41,118
ADDITIONAL DATA — FULLY TAX EQUIVALENT NET INTEREST INCOME*
Interest income	$	50,717		$	50,740		$	50,119	$	49,121		$	49,294		$	200,697		$	196,472
Tax equivalent adjustment		723			746			756		758			773			2,983			3,230
Interest income — tax equivalent		51,440			51,486			50,875		49,879			50,067			203,680			199,702
Interest expense		18,778			17,597			16,214		15,141			14,783			67,730			56,290
Net interest income — tax equivalent	$	32,662		$	33,889		$	34,661	$	34,738		$	35,284		$	135,950		$	143,412

* The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes, these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

FIRST FINANCIAL BANCORP.
CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)
(Unaudited)

	Dec. 31,			Dec. 31,
	2005			2004
ASSETS
Cash and due from banks	$	163,281		$	152,437
Interest-bearing deposits with other banks		0			495
Federal funds sold and securities purchased under agreements to resell		98,000			12,049
Investment securities, held-to-maturity		12,555			12,809
Investment securities, available-for-sale		595,428			655,129
Loans
Commercial		582,594			635,489
Real estate-construction		86,022			86,345
Real estate-commercial		646,079			618,145
Real estate-retail		772,334			860,785
Installment, net of unearned income		515,200			580,150
Credit card		22,936			21,894
Lease financing		2,258			5,229
Total loans		2,627,423			2,808,037
Less
Allowance for loan losses		42,485			45,076
Net loans		2,584,938			2,762,961
Premises and equipment		73,025			66,216
Goodwill		28,116			28,444
Other intangibles		7,920			7,838
Other assets		127,545			113,112
Assets related to discontinued operations		0			105,181
Total Assets	$	3,690,808		$	3,916,671
LIABILITIES
Deposits
Noninterest-bearing	$	440,988		$	438,367
Interest-bearing		2,484,451			2,467,498
Total deposits		2,925,439			2,905,865
Short-term borrowings		111,634			148,194
Federal Home Loan Bank long-term debt		286,655			330,356
Other long-term debt		30,930			30,930
Accrued interest and other liabilities		36,269			32,697
Liabilities related to discontinued operations		0			97,174
Total Liabilities		3,390,927			3,545,216
SHAREHOLDERS’ EQUITY
Common stock		394,987			395,521
Retained earnings		75,357			65,095
Accumulated comprehensive income		(7,876	)		(3,123	)
Restricted stock awards		(2,380	)		(3,073	)
Treasury stock, at cost		(160,207	)		(82,965	)
Total Shareholders’ Equity		299,881			371,455
Total Liabilities and Shareholders’ Equity	$	3,690,808		$	3,916,671

ADDITIONAL DATA — RISK BASED CAPITAL

	Dec. 31,			Sep. 30,			June 30,			March 31,			Dec. 31,
	2005			2005			2005			2005			2004
Tier 1 Capital	$	299,680		$	369,735		$	367,347		$	368,695		$	367,116
Tier 1 Ratio		11.49	%		13.93	%		13.10	%		13.26	%		13.05	%
Total Capital	$	332,458		$	403,044		$	402,523		$	403,580		$	402,400
Total Capital Ratio		12.75	%		15.19	%		14.36	%		14.51	%		14.31	%
Total Risk-Adjusted Assets	$	2,608,167		$	2,653,795		$	2,803,792		$	2,781,513		$	2,812,898
Leverage Ratio		8.12	%		9.74	%		9.63	%		9.65	%		9.54	%

FIRST FINANCIAL BANCORP.
AVERAGE CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)
(Unaudited)

						Quarterly Averages										Year-to-Date Averages
	Dec. 31,			Sep. 30,			June 30,			March 31,			Dec. 31,			December 31,
	2005			2005			2005			2005			2004			2005			2004
ASSETS
Cash and due from banks	$	129,663		$	124,833		$	121,289		$	119,590		$	115,467		$	123,874		$	114,779
Interest-bearing deposits with other banks		0			0			0			149			839			37			2,158
Federal funds sold and securities purchased under agreements to resell		127,701			20,938			17,188			17,992			1,918			46,187			3,675
Investment securities		620,868			625,418			635,982			655,114			685,616			634,227			734,388
Loans
Commercial		575,075			612,119			610,727			618,700			627,717			604,058			647,147
Real estate-construction		96,529			96,211			83,903			84,022			93,874			90,217			80,627
Real estate-mortgage		1,436,013			1,470,130			1,490,867			1,483,108			1,477,874			1,469,901			1,466,807
Installment		525,350			580,409			585,856			576,973			584,340			567,042			563,316
Credit card		21,517			21,220			20,537			20,549			20,631			20,959			20,384
Lease financing		2,672			3,226			3,866			4,727			5,961			3,616			8,615
Total loans		2,657,156			2,783,315			2,795,756			2,788,079			2,810,397			2,755,793			2,786,896
Less
Unearned income		0			0			2			4			8			1			32
Allowance for loan losses		41,741			42,630			43,996			44,823			47,453			43,287			46,869
Net loans		2,615,415			2,740,685			2,751,758			2,743,252			2,762,936			2,712,505			2,739,995
Premises and equipment		72,351			71,256			68,775			67,098			64,078			69,888			60,802
Other assets		153,199			159,353			148,687			144,971			142,304			151,596			138,515
Assets related to discontinued operations		0			84,912			102,580			105,170			108,894			72,909			110,020
Total Assets	$	3,719,197		$	3,827,395		$	3,846,259		$	3,853,336		$	3,882,052		$	3,811,223		$	3,904,332
LIABILITIES
Deposits
Interest-bearing	$	180,999		$	187,458		$	159,332		$	159,949		$	130,648		$	172,035		$	153,783
Savings		1,018,271			1,031,441			1,055,357			1,048,855			1,051,813			1,038,378			1,046,077
Time		1,288,792			1,254,798			1,261,423			1,259,344			1,246,538			1,266,139			1,240,644
Total interest-bearing deposits		2,488,062			2,473,697			2,476,112			2,468,148			2,428,999			2,476,552			2,440,504
Noninterest-bearing		433,228			428,881			433,379			425,365			427,357			430,231			405,991
Total deposits		2,921,290			2,902,578			2,909,491			2,893,513			2,856,356			2,906,783			2,846,495
Borrowed funds
Short-term borrowings		72,132			96,904			90,653			104,477			166,939			90,969			210,943
Federal Home Loan Bank long-term debt		315,326			319,105			323,558			328,893			330,960			321,676			321,701
Other long-term debt		30,930			30,930			30,930			30,930			30,930			30,930			30,930
Total borrowed funds		418,388			446,939			445,141			464,300			528,829			443,575			563,574
Accrued interest and other liabilities		28,585			32,694			27,748			27,517			25,974			29,149			25,920
Liabilities related to discontinued operations		0			77,712			94,402			97,177			100,171			67,085			101,484
Total Liabilities		3,368,263			3,459,923			3,476,782			3,482,507			3,511,330			3,446,592			3,537,473
SHAREHOLDERS’ EQUITY
Common stock		395,001			395,060			395,248			395,413			395,533			395,179			395,587
Retained earnings		80,135			74,114			70,396			66,243			61,389			72,764			56,308
Accumulated comprehensive income		(8,323	)		(6,301	)		(6,622	)		(3,662	)		(322	)		(6,240	)		(641	)
Restricted stock awards		(2,748	)		(3,287	)		(3,304	)		(2,851	)		(3,447	)		(3,048	)		(3,855	)
Treasury stock, at cost		(113,131	)		(92,114	)		(86,241	)		(84,314	)		(82,431	)		(94,024	)		(80,540	)
Total Shareholders’ Equity		350,934			367,472			369,477			370,829			370,722			364,631			366,859
Total Liabilities and Shareholders’ Equity	$	3,719,197		$	3,827,395		$	3,846,259		$	3,853,336		$	3,882,052		$	3,811,223		$	3,904,332