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: October 27, 2006

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

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

Registrant’s telephone number, including area code: (513) 979-5782

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))

Form 8-K First Financial Bancorp.

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2006, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2006. 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).”

	Three Months Ended															Nine Months Ended
	Sep. 30,			June 30,			March 31,			Dec. 31,			Sep. 30,			September 30,
	2006			2006			2006			2005			2005			2006			2005
	(Dollars in thousands)
Net interest income	$	30,823		$	31,947		$	32,199		$	31,939		$	33,143		$	94,969		$	101,028
Tax equivalent adjustment		586			696			661			723			746			1,943			2,260
Net interest income — tax equivalent	$	31,409		$	32,643		$	32,860		$	32,662		$	33,889		$	96,912		$	103,288
Average earning assets		3,109,040			3,117,543			3,235,796			3,405,725			3,429,671			3,153,661			3,446,526
Net interest margin*		3.93	%		4.11	%		4.04	%		3.72	%		3.83	%		4.03	%		3.92	%
Net interest margin (fully tax equivalent)*		4.01	%		4.20	%		4.12	%		3.80	%		3.92	%		4.11	%		4.01	%

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

Also on October 27, 2006, First Financial Bancorp. held its third-quarter 2006 earnings conference call and webcast.

Item 7.01 Regulation FD Disclosure.

On October 27, 2006, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2006. 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 October 27, 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
	J. Franklin Hall
	Senior Vice President and Chief Financial Officer

Date: October 27, 2006

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated October 27, 2006.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media Contact:	Cheryl Lipp
	(513) 979-5797
	cheryl.lipp@bankatfirst.com
Analyst Contact:	J. Franklin Hall
	(513) 979-5770
	frank.hall@bankatfirst.com

First Financial Bancorp Reports Third-Quarter 2006 Earnings

• Third-quarter net earnings of $0.31 per diluted share versus $0.33 in 2005 primarily due to the gain on the sale of branches

• Completion of $38.1 million problem loan sale

• Completion of sale of 10 branches and closure of 7 branches for a gain of $12.5 million or 20 cents in diluted earnings per share

• Growth in commercial and commercial real estate loans of $125.6 million or 13.34 percent, excluding the effects of the branch sales and loan sales

HAMILTON, Ohio — October 27, 2006 — First Financial Bancorp (Nasdaq: FFBC) president and chief executive officer, Claude E. Davis, today announced third-quarter 2006 earnings of $12,119,000 or 31 cents in diluted earnings per share, compared to $14,484,000 or 33 cents in diluted earnings per share for the same period in 2005. First Financial also announced year-to-date earnings of $20,444,000 or 52 cents in diluted earnings per share, compared to $35,099,000 or 81 cents in diluted earnings per share for the same period in 2005.

Earnings from continuing operations were $12,119,000 or 31 cents per diluted share and $7,819,000 or 18 cents per diluted share for the third quarter of 2006 and 2005, respectively. Year-to-date earnings from continuing operations were $20,444,000 and $27,974,000 for 2006 and 2005, respectively.

Summary of Key Drivers:

Net interest margin fell to 3.93 percent in the third quarter due largely to deposit account migration and a 7 basis point temporary effect of a large public fund deposit account. First Financial is lowering the 2006 margin estimate to between 3.95 percent and 4.00 percent for the full year. The 2007 margin forecast is within a larger range of 3.90 percent to 4.05 percent, dependent largely on the continuation of the asset mix shift and a tapering off of the deposit account migration and planned pricing changes.

Earning asset levels in 2007 are expected to grow modestly as the counterbalancing effects of commercial loan growth and retail mortgage and indirect consumer loan runoff continue. Deposit account growth in 2007 is expected to occur with the introduction of new, competitive commercial deposit products.

Noninterest income, excluding the effects of the branch and loan sale gains, remains relatively stable with strong service charge income growth due largely to the continued benefits of the overdraft protection program introduced in 2005. The expectation for 2007 growth is commensurate with both market value growth expectations for assets under management in the Wealth Resources Group and deposit account growth.

Noninterest expense remains affected by the transition costs associated with the Strategic Plan execution. Management expects that 2007 expense levels will be more in line with peers with an anticipated efficiency ratio of between 60 and 65 percent, but is committed to the long-term goal of 55 to 60 percent.

Credit quality declined in the third quarter as measured by the nonperforming asset levels due to the addition of eight commercial and commercial real estate credits. However, annualized net charge-offs and delinquencies decreased. Management believes that the increase in nonperforming assets is not indicative of a portfolio-wide degradation of credit quality, but rather slowness in actively managing smaller credits in the nonperforming portfolio to a resolution. Management raised the level of reserves to 1.27 percent from 1.15 percent to accommodate the increase in nonperforming assets. Charge-offs were at an institutional low of 17 basis points.

Capital management efforts through share repurchase were resumed in the third quarter with the repurchase of 152,000 shares. First Financial expects to repurchase between 600,000 and 1,100,000 shares by the end of 2007.

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.

Due to the sale of the Fidelity Federal Savings Bank subsidiary in the third quarter of 2005, there was no 2006 activity from discontinued operations. In the third quarter of 2005, the earnings from discontinued operations were $6,665,000 or 15 cents per diluted share. Year-to-date 2005 earnings from discontinued operations were $7,125,000 or 17 cents per diluted share.

Return on average assets for the third quarter of 2006 was 1.40 percent compared to 1.50 percent for the same period in 2005. Return on average shareholders’ equity was 16.09 percent for the third quarter of 2006, versus 15.64 percent for the comparable period in 2005. Year-to-date return on average assets was 0.79 percent for 2006, compared to 1.22 percent for 2005, while return on equity was 9.18 percent for 2006 versus 12.71 percent for 2005.

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

Strategic Plan Review & Update:

Branch Plan

The sale of 10 branches and closure of 7 offices was completed in August of 2006. The sale of the 10 offices was completed in three separate transactions. Total net gains on sale were approximately $12.5 million or 20 cents per share. Total deposits of $109 million were assumed and total loans of $101 million were sold. The estimated proforma financial impact of the branch sales and closures, excluding the gain on sales, remains earnings neutral.

A summary of the linked-quarter balance sheet excluding the effects of the branch sales follows:

	2Q06 As								3Q06 As
	Reported		Branch Sale			3Q Activity			Reported		% Change *
Loans (end of period):
Commercial	$	646,662	$	(11,501	)	$	28,361		$	663,522		4.47	%
Real estate — construction		95,603		(7,460	)		4,291			92,434		4.87	%
Real estate — commercial		640,869		(18,476	)		3,142			625,535		0.50	%
Real estate — retail		721,383		(54,169	)		(13,562	)		653,652		-2.03	%
Installment		251,463		(9,540	)		(22,246	)		219,677		-9.20	%
Home equity		226,974		(268	)		5,035			231,741		2.22	%
Credit card		22,563		—			520			23,083		2.30	%
Lease financing		1,396		—			(194	)		1,202		-13.90	%
Total loans	$	2,606,913	$	(101,414	)	$	5,347		$	2,510,846		0.21	%

	2Q06					% change
	Average less		3Q06			over Adjusted
	Branch Sales		Activity			2Q06
Deposits (average balances):
Interest-bearing	$	153,607	$	67,121			43.70	%
Savings		1,041,417		(28,333	)		-2.72	%
Time		1,190,988		16,535			1.39	%
Total interest-bearing deposits		2,386,012		55,323			2.32	%
Noninterest-bearing		406,613		(15,344	)		-3.77	%
Total deposits	$	2,792,625	$	39,979			1.43	%

* % Change calculated as 3Q Activity divided by Q206 As Reported excluding the Branch Sale.

First Financial will continue to concentrate future growth plans and capital investments in larger metropolitan markets. Smaller markets have historically provided stable, low-cost funding sources to First Financial and are an important part of its funding plan. First Financial’s historical strength in a number of these markets should enable it to retain market share.

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First Financial’s branch strategy is to serve a combination of metropolitan and non-metropolitan markets in Indiana, Ohio, and Kentucky. In addition to geographic fit, each market must have growth potential and the ability to meet profit targets.

Following the completion of the branch plan, First Financial has 87 offices serving 9 distinct markets with an average branch size of approximately $33 million. The operating model for growth includes market presidents managing distinct markets with the authority to make decisions at the point of client contact.

Information Technology Update

First Financial will be converting to the Jack Henry banking system in October of 2006. It is expected that the new operating platform will enhance First Financial’s capability to deliver client services in a better, faster, and more efficient manner.

This decision is consistent with the strategic plan and is an integral component of First Financial’s comprehensive review of the use of technology. This review includes analysis of our data and voice telecommunication usage, on-line and ATM services, and other ancillary services. Expected savings as a result of this comprehensive review remain between $3 million and $4 million per year and should be fully recognized in 2007. Costs associated with this conversion will include the early termination of some existing contracts. To date, $2.6 million in early termination penalties and other one-time charges have been recorded.

Summary of Changes

The prior period estimates of the combined improvements of the strategic initiatives remain between $13.4 million and $16.9 million or 21 cents and 27 cents per share on an annualized basis. The full effect of these changes should be recognized in 2007. Management continues to review all areas for both revenue enhancement and cost savings and remains committed to achieving a 55 to 60 percent efficiency ratio in the long-term.

Current Period Operating Results

Net Interest Income:

Net interest income for the third quarter of 2006 was $30.8 million compared to $33.1 million in the third quarter of 2005, a decrease of $2.3 million or 7.00 percent. This decrease is due primarily to a planned reduction in earning assets through loan sales, exit of the indirect line of business, and the strategic decision to sell conforming mortgage loan production in the secondary market; compounded by the increase in deposit costs. Net interest income on a linked-quarter basis (third quarter of 2006 compared to second quarter of 2006) decreased $1.1 million

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or 3.52 percent. Net interest income on a year-to-date basis declined $6.1 million or 6.00 percent, which is primarily due to the continued effects of increased rates on deposits and account migration to higher yielding products.

First Financial’s net interest margin increased to 3.93 percent in the third quarter of 2006 from 3.83 percent in the third quarter of 2005. Linked-quarter net interest margin decreased 18 basis points from 4.11 percent to 3.93 percent due to the combined effects of:

June 30, 2006	4.11	%
Branch sale impact	-0.07	%
CD portfolio repricing	-0.12	%
Loan mix shift	0.03	%
Impact of an increased public fund deposit	-0.07	%
Commercial loan volume increase	0.03	%
Other	0.02	%
September 30, 2006	3.93	%

On a year-to-date basis, net interest margin increased 11 basis points from 3.92 percent in 2005, to 4.03 percent. The primary risk to our margin remains unanticipated consumer and competitor behavior in deposit products, specifically the consumer preference for higher-yielding money market accounts rather than more traditional transaction accounts, and the aggressiveness in market pricing for both transaction and certificate of deposit accounts. First Financial is reducing the full year 2006 margin estimate to between 3.95 percent and 4.00 percent from a previous estimate of between 4.05 percent and 4.10 percent. This is due largely to the effect of a product mix shift in the consumer deposit portfolio.

On a tax-equivalent basis, the third quarter 2006, net interest margin was 4.01 percent compared to a linked-quarter 4.20 percent and a third quarter 2005, tax-equivalent margin of 3.92 percent. Year-to-date tax equivalent net interest margin was 4.11 percent compared to 4.01 percent in 2005.

Average loans, net of unearned income, for the third quarter of 2006 decreased $237 million or 8.50 percent from the comparable period a year ago. On a linked-quarter basis, average outstanding loan balances decreased $67 million or 2.58 percent. On a year-to-date basis, average outstanding loan balances decreased $203 million or 7.29 percent. The decrease in the loan portfolio from 2005 was affected by the sale of $42 million in indirect marine and recreational vehicle loans at the end of the third quarter of 2005, the sale in the fourth quarter of 2005 of approximately $64 million in retail mortgage loans that no longer fit the risk profile of the company, as well as the sale in the third quarter of 2006 of $38 million in problem loan credits. Furthermore, indirect installment originations ceased in the third quarter of 2005, resulting in approximately $18 million in quarterly runoff of this portfolio. Since the end of the second quarter of 2005, the indirect loan portfolio has decreased approximately $135 million.

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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. In total, First Financial has sold more than $245 million in total loans since announcing the Strategic Plan in 2005.

Securities available for sale were $329.2 million at September 30, 2006, compared to $554.7 million at December 31, 2005. The combined investment portfolio was 11.23 percent and 16.47 percent of total assets at September 30, 2006, and December 31, 2005, respectively. In February of 2006, First Financial sold $179 million in investment securities and paid down $184 million in Federal Home Loan Bank borrowings. Reliance on wholesale borrowings has been greatly reduced as a result of the restructuring and is likely to continue for the next several quarters as the bank continues to use excess liquidity to fund future growth.

Noninterest Income:

Third Quarter 2006 vs. Third Quarter 2005

Third quarter 2006 noninterest income was $30.4 million, an increase of $16.4 million or 117.21 percent from the third quarter of 2005. Third quarter 2006 noninterest income included $12.5 million from the gain on the sale of the branches and $2.2 million from the gain on the problem loan sale. The third quarter of 2005 included a $1.6 million loss associated with the sale of $42 million in indirect loans. Excluding these items, noninterest income remained flat, increasing $26,000 or 0.17 percent, from the third quarter of 2005. First Financial had quarterly increases in service charges on deposit accounts of $728,000 which included the positive effects of its new overdraft program. Bankcard interchange income increased $123,000 due to both increased debit card issuance and usage, while bank-owned life insurance income decreased $155,000, trust fees decreased $218,000, and MSR impairment recapture decreased $255,000.

Third Quarter 2006 vs. Second Quarter 2006

On a linked-quarter basis, total noninterest income increased $14.6 million. This increase was due to the branch and loan sale gains discussed previously. Excluding these, noninterest income would have decreased $157,000. This decrease was primarily due to a $354,000 decrease in bank-owned life insurance income offset by a $241,000 increase in service charges on deposit accounts related to increases in nonsufficient funds charges.

Year-to-date 2006 vs. Year-to-date 2005

Year-to-date noninterest income increased $17.1 million or 39.06 percent from the comparable period in 2005. Excluding previously discussed gains in 2006 and loss in 2005, noninterest income would have increased $747,000 or 1.64 percent. This increase is primarily due to increases in service charges on deposit accounts of $2.5 million and an increase of $493,000 in miscellaneous collection fees offset by an $865,000 decrease in MSR impairment recapture, a $476,000 loss on investment securities sold, a $343,000 decrease in bank-owned life insurance income, a $256,000 decrease in trust fees, and a $246,000 decrease in investment advisory fees.

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Noninterest Expense:

Third Quarter 2006 vs. Third Quarter 2005

Total noninterest expense increased $4.6 million or 13.25 percent for the third quarter of 2006 from the third quarter of 2005. This increase was primarily due to the following items:

• increases in salaries and benefits of $615,000 due to an increase in severance-related salaries and benefits expense of $503,000 and an increase in production bonuses of $247,000

• $337,000 in occupancy expense primarily due to maintenance costs

• $1.3 million in data processing expenses primarily related to early termination fees of $500,000 and acceleration of fees of $300,000 for the conversion of various systems as well as $171,000 in software license amortization

• $810,000 in professional services primarily due to charges associated with the upcoming voice and data telecommunication improvements and with recruiting fees

• $603,000 in marketing expense primarily associated with the new branding initiative

• $1.3 million in other noninterest expense. The increase in other noninterest expense consists of increases in various accounts, including $511,000 in losses on fixed assets associated with the branch sale and the disposal of personal computers associated with the technology upgrade, $181,000 in credit card and merchant interchange expense that was more than offset by the increase in interchange income and merchant discount, and approximately $522,000 in conversion-related travel and supplies

• equipment expense decrease of $397,000 due primarily to a decrease in equipment expense rent of $108,000 and service contracts of $156,000 that are not expected to continue

Third Quarter 2006 vs. Second Quarter 2006

On a linked-quarter basis, noninterest expense was $1.4 million less than the second quarter. This decrease was due to the following items:

• decreases in salaries and employee benefits of $3.1 million due to decreased severance of $1.9 million, decreased salaries in period payroll of approximately $185,000, decreased healthcare of $395,000, and decreased retirement-related expense of $558,000

• decreases in data processing of $335,000 due to early termination fees paid in the second quarter offset by early termination fees paid in the third quarter

• increases in marketing of $491,000 primarily due to the branding initiative discussed earlier

• increases in professional services of $606,000 primarily due to the data and voice telecommunication upgrade discussed previously

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Year-to-date 2006 vs. Year-to-date 2005

Year-to-date noninterest expense increased $19.2 million. Excluding the effects of the $4.3 million prepayment penalty recorded in the first quarter of 2006, noninterest expense would have increased $14.9 million due to the following items:

• increases in salaries and employee benefits of $5.9 million due to severance charges of $3.5 million, retirement-related expense of $1.0 million, production bonuses of $658,000, and healthcare of $257,000

• increases in occupancy expense of $1.3 million due to increased maintenance costs, utilities, and new building rent consistent with First Financial’s growth plans

• increases in data processing of $3.3 million primarily due to early termination fees and acceleration of fees discussed previously

• increases in professional services of $873,000 primarily due to the data and voice telecommunication upgrade discussed previously as well as consulting associated with a branch staffing model

• increases in other noninterest expense of $3.9 million are due to increases in various accounts, including $799,000 in travel-related expenses, $706,000 in state intangible tax, and $589,000 in credit and collection expense

First Financial anticipates additional restructuring-related expenses in the fourth quarter primarily in data processing, professional services, and severance charges. These amounts will be disclosed when quantified and recognized in the period in which they are incurred.

Income Taxes:

Income tax expense related to operating income was $6.9 million and $3.3 million for the three months ended September 30, 2006 and 2005, respectively. Tax expense related to discontinued operations was $3.6 million for the three months ended September 30, 2005. Income tax expense related to operating income for the first nine months of 2006 was $10.9 million versus $12.9 million in 2005. Tax expense related to discontinued operations was $3.8 million for the nine months ended September 30, 2005.

First Financial’s overall effective tax rate for the third quarter of 2006 was 36.32 percent compared to 31.98 percent for the same period in 2005. The effective tax rate for income from continuing operations was 29.36 percent and for income from discontinued operations was 34.82 percent for the third quarter of 2005. The overall effective tax rate for the first nine months of 2006 and 2005 was 34.69 percent and 32.28 percent, respectively. Effective tax rates for income from continuing operations was 31.57 percent and for income from discontinued operations was 34.93 percent for the nine months ended September 30, 2005. The 2006 increase in the effective rate is primarily due to the third quarter recognition

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of $1,032 in income tax expense as a result of an Internal Revenue Service audit of two prior year tax returns. The effect of this tax adjustment was approximately 3 cents per share and is not expected to recur.

Credit Quality:

First Financial completed the final phase of its previously announced sale of 193 problem credits as part of its strategy to reduce overall credit risk in the loan portfolio. The sale involved $38.1 million in primarily substandard commercial, commercial real estate, and retail real estate loans that were transferred to loans held for sale at the lower of cost or estimated fair value of $28.3 million. The loans were purchased by five independent parties for a combined price of $31.2 million. The gain associated with the problem loan sale previously announced was $2.2 million or approximately 4 cents per share resulting from a sale price in excess of the estimated value reported in the second quarter. The ongoing annual impact of the loan sale is estimated to be a reduction of net interest income of $181,000 due to the reduction of certain earning assets and the redeployment of the nonaccrual loans that were nonearning assets.

Net charge-offs of $1.1 million for the third quarter of 2006 were $1.7 million less than the $2.8 million reported as net charge-offs for the third quarter of 2005. Year-to-date net charge-offs, excluding the effect of the loan sale write-down recorded in the second quarter of 2006, were $6.2 million in 2006, up $645,000 from $5.6 million recorded in 2005. Including the write-down, net charge-offs were up $9.0 million.

Total underperforming assets, which includes nonaccrual loans, restructured loans, other real estate owned, and loans 90 days or more past due and still accruing, decreased $6.8 million to $22.9 million at the end of the third quarter of 2006 from $29.7 million at the end of the third quarter of 2005. The decrease in underperforming assets was due to a decrease in nonaccrual loans of $5.9 million primarily attributable to the impact of the loan sale. A large percentage of the underperforming loans are secured by real estate. On a linked-quarter basis, total underperforming assets decreased $7.0 million of which nonaccrual loans decreased $5.3 million primarily attributable to the impact of the loan sale. Excluding loans held for sale, total underperforming assets on a linked-quarter basis increased $7.1 million. The increase in underperforming assets on a linked-quarter basis is due to an increase in nonaccrual loans of $6.5 million primarily attributable to eight commercial and commercial real estate loan client relationships totalling of $4.1 million. First Financial is actively focused on the nonaccrual loans remaining in the portfolio subsequent to the loan sale. Despite the increase in the nonaccrual loans on a linked- quarter basis, First Financial does not believe that this is indicative of an overall degradation in the credit quality of the portfolio. These credits have been appropriately considered in establishing the allowance for loan losses at September 30, 2006.

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Nonperforming assets to ending loans decreased to 0.88 percent as of September 30, 2006, from 1.02 percent as of the end of the third quarter of 2005 and decreased from 1.10 percent on the linked-quarter. Excluding loans held for sale in the third quarter, the nonperforming assets to ending loans ratio as of June 30, 2006, was 0.58 percent.

The provision for loan losses for the third quarter of 2006 was $2,888,000 compared to $1,351,000 for the same period in 2005. The provision is a result of management’s quarterly analysis of the adequacy of the allowance for loan losses. The allowance to ending loans ratio as of September 30, 2006, was 1.27 percent versus 1.54 percent for the same quarter a year ago and 1.15 percent as of June 30, 2006. It is management’s belief that the allowance for loan losses of $31.9 million is adequate to absorb probable credit losses inherent in the portfolio, and the changes in the allowance and the resultant provision are consistent with the internal assessment of the risk in the loan portfolios.

Earnings Conference Call and Webcast

On October 27, 2006, First Financial will host an earnings conference call that will be webcast live at 11:00 a.m. EDT. The presenters will be Claude E. Davis, president and chief executive officer, C. Douglas 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 216645 between 5:00 p.m. EDT on October 27, 2006, and 5:00 p.m. EST on November 3, 2006.

First Financial plans to file the SEC Form 10-Q on Tuesday, October 31, 2006.

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, 2005. 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 2005 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.

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FIRST FINANCIAL BANCORP.
CONSOLIDATED FINANCIAL DATA

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

																Nine months ended
	Sep. 30,			June 30,			March 31,			Dec. 31,			Sep. 30,			Sep. 30,
	2006			2006			2006			2005			2005			2006			2005
EARNINGS
Net interest income	$	30,823		$	31,947		$	32,199		$	31,939		$	33,143		$	94,969		$	101,028
Earnings from continuing operations		12,119			4,358			3,967			2,834			7,819			20,444			27,974
Earnings from discontinued operations		0			0			0			0			6,665			0			7,125
Net earnings		12,119			4,358			3,967			2,834			14,484			20,444			35,099
Earnings per share from continuing operations — basic	$	0.31		$	0.11		$	0.10		$	0.07		$	0.18		$	0.52		$	0.64
Earnings per share from continuing operations — diluted	$	0.31		$	0.11		$	0.10		$	0.07		$	0.18		$	0.52		$	0.64
Earnings per share from discontinued operations — basic	$	0.00		$	0.00		$	0.00		$	0.00		$	0.15		$	0.00		$	0.17
Earnings per share from discontinued operations — diluted	$	0.00		$	0.00		$	0.00		$	0.00		$	0.15		$	0.00		$	0.17
Net earnings per share — basic	$	0.31		$	0.11		$	0.10		$	0.07		$	0.33		$	0.52		$	0.81
Net earnings per share — diluted	$	0.31		$	0.11		$	0.10		$	0.07		$	0.33		$	0.52		$	0.81
KEY RATIOS
Return on average assets		1.40	%		0.51	%		0.45	%		0.30	%		1.50	%		0.79	%		1.22	%
Return on average shareholders’ equity		16.09	%		5.90	%		5.39	%		3.20	%		15.64	%		9.18	%		12.71	%
Return on average tangible shareholders’ equity		18.20	%		6.70	%		6.12	%		3.57	%		17.32	%		10.39	%		14.07	%
Average shareholders’ equity to average assets		8.72	%		8.64	%		8.42	%		9.44	%		9.60	%		8.59	%		9.61	%
Net interest margin		3.93	%		4.11	%		4.04	%		3.72	%		3.83	%		4.03	%		3.92	%
Net interest margin (fully tax equivalent) (1)		4.01	%		4.20	%		4.12	%		3.80	%		3.92	%		4.11	%		4.01	%
COMMON STOCK DATA
Average basic shares outstanding		39,612,408			39,605,631			39,560,109			42,069,965			43,166,270			39,592,908			43,422,516
Average diluted shares outstanding		39,619,786			39,619,729			39,612,496			42,180,824			43,262,371			39,623,911			43,503,393
Ending shares outstanding		39,507,716			39,660,341			39,562,350			39,563,480			42,978,981			39,507,716			42,978,981
Market price:
High		16.04		$	16.68		$	18.32		$	19.30		$	19.80		$	18.32		$	19.80
Low		14.20		$	14.63		$	15.88		$	17.51		$	16.99		$	14.20		$	16.65
Close		15.91		$	14.91		$	16.64		$	17.52		$	18.61		$	15.91		$	18.61
Book value	$	7.58		$	7.37		$	7.50		$	7.58		$	8.59		$	7.58		$	8.59
Common dividend declared	$	0.16		$	0.16		$	0.16		$	0.16		$	0.16		$	0.48		$	0.48
AVERAGE BALANCE SHEET ITEMS
Loans less unearned income (4)	$	2,580,005		$	2,614,598		$	2,596,755		$	2,657,156		$	2,783,315		$	2,597,057		$	2,789,031
Investment securities		370,095			380,532			497,528			620,868			625,418			415,585			638,729
Other earning assets		158,940			122,413			141,513			127,701			20,938			141,019			18,766
Total earning assets		3,109,040			3,117,543			3,235,796			3,405,725			3,429,671			3,153,661			3,446,526
Total assets		3,426,417			3,428,839			3,545,412			3,719,197			3,827,395			3,466,453			3,842,235
Noninterest-bearing deposits		401,685			424,227			417,061			433,228			428,881			414,268			429,221
Interest-bearing deposits		2,492,898			2,477,026			2,486,336			2,488,062			2,473,697			2,485,444			2,472,673
Total deposits		2,894,583			2,901,253			2,903,397			2,921,290			2,902,578			2,899,712			2,901,894
Borrowings		200,856			202,792			313,743			418,388			446,939			238,717			452,063
Shareholders’ equity		298,909			296,087			298,578			350,934			367,472			297,859			369,247
CREDIT QUALITY
Ending allowance for loan losses		31,888		$	30,085		$	40,656		$	42,485		$	42,036		$	31,888		$	42,036
Nonperforming assets:
Nonaccrual (2)		18,692			12,202			26,838			24,961			24,563			18,692			24,563
Restructured (2)		603			610			3,293			3,408			808			603			808
OREO		2,859			2,277			2,675			3,162			2,595			2,859			2,595
Total nonperforming assets (2)		22,154			15,089			32,806			31,531			27,966			22,154			27,966
Loans delinquent over 90 days (2)		788			758			1,104			1,359			1,779			788			1,779
Gross charge-offs:
Commercial		(1,238	)		(3,521	)		(1,516	)		(1,066	)		(1,839	)		(6,275	)		(3,611	)
Commercial real estate		(119	)		(5,818	)		(276	)		(449	)		(94	)		(6,213	)		(301	)
Retail real estate		(111	)		(1,910	)		(202	)		(220	)		(121	)		(2,223	)		(676	)
All other		(689	)		(762	)		(1,271	)		(1,583	)		(1,279	)		(2,722	)		(3,684	)
Total gross charge-offs (3)		(2,157	)		(12,011	)		(3,265	)		(3,318	)		(3,333	)		(17,433	)		(8,272	)
Recoveries:
Commercial		458			476			188			212			205			1,122			936
Commercial real estate		129			57			50			4			4			236			17
Retail real estate		130			78			10			141			24			218			96
All other		355			469			436			395			279			1,260			1,627
Total recoveries		1,072			1,080			684			752			512			2,836			2,676
Total net charge-offs		(1,085	)		(10,931	)		(2,581	)		(2,566	)		(2,821	)		(14,597	)		(5,596	)
CREDIT QUALITY RATIOS
Allowance to ending loans, net of unearned income		1.27	%		1.15	%		1.56	%		1.62	%		1.54	%		1.27	%		1.54	%
Nonperforming assets to ending loans, net of unearned income plus OREO (2)		0.88	%		0.58	%		1.25	%		1.20	%		1.02	%		0.88	%		1.02	%
90 days past due to loans, net of unearned income (2)		0.03	%		0.03	%		0.04	%		0.05	%		0.07	%		0.03	%		0.07	%
Net charge-offs to average loans, net of unearned income (3)		0.17	%		1.68	%		0.40	%		0.38	%		0.40	%		0.75	%		0.27	%

(1)	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.
(2)	June 30, 2006 amounts and ratios exclude loans held for sale.
(3)	June 30, 2006 charge-offs include $8,356 in loans held for sale write-downs to the lower of cost or estimated fair market value.
(4)	Includes loans held for sale

FIRST FINANCIAL BANCORP.
CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands)
(Unaudited)

					Three months ended,									Nine months ended,
	Sep. 30,		June 30,		March 31,			Dec. 31,			Sep. 30,			Sep. 30,
	2006		2006		2006			2005			2005			2006			2005
Interest income
Loans, including fees	$	45,484	$	44,386	$	42,857		$	42,766		$	44,122		$	132,727		$	129,870
Investment securities
Taxable		3,728		3,798		5,141			5,481			5,219			12,667			16,016
Tax-exempt		996		1,057		1,104			1,173			1,221			3,157			3,690
Total investment securities interest		4,724		4,855		6,245			6,654			6,440			15,824			19,706
Interest-bearing deposits with other banks		0		0		0			0			0			0			1
Federal funds sold and securities purchased under agreements to resell		2,116		1,500		1,582			1,297			178			5,198			403
Total interest income		52,324		50,741		50,684			50,717			50,740			153,749			149,980
Interest expense
Deposits		19,176		16,554		14,933			14,015			12,779			50,663			34,639
Short-term borrowings		953		892		896			473			520			2,741			1,488
Long-term borrowings		686		709		2,058			3,720			3,769			3,453			11,358
Subordinated debentures and capital securities		686		639		598			570			529			1,923			1,467
Total interest expense		21,501		18,794		18,485			18,778			17,597			58,780			48,952
Net interest income		30,823		31,947		32,199			31,939			33,143			94,969			101,028
Provision for loan losses		2,888		360		752			3,015			1,351			4,000			2,556
Net interest income after provision for loan losses		27,935		31,587		31,447			28,924			31,792			90,969			98,472
Noninterest income
Service charges on deposit accounts		5,672		5,431		5,089			5,257			4,944			16,192			13,719
Trust revenues		3,756		3,882		4,053			4,041			3,974			11,691			11,947
Bankcard interchange income		1,700		1,745		1,648			1,621			1,577			5,093			4,565
Investment advisory fees		711		801		846			976			936			2,358			2,604
Gains (losses) from sales of loans		2,468		259		245			1,239			(1,280	)		2,972			(336	)
Gain on sale of branches		12,545		0		0			0			0			12,545			0
(Losses) gains on sales of investment securities		0		0		(476	)		(6,519	)		6			(476	)		0
Other		3,577		3,723		3,349			2,764			3,852			10,649			11,384
Total noninterest income		30,429		15,841		14,754			9,379			14,009			61,024			43,883
Noninterest expenses
Salaries and employee benefits		19,968		23,110		20,217			20,270			19,353			63,295			57,420
Net occupancy		2,802		2,698		2,839			2,555			2,465			8,339			7,055
Furniture and equipment		1,297		1,334		1,480			1,297			1,694			4,111			4,979
Data processing		3,058		3,393		1,944			1,785			1,776			8,395			5,082
Marketing		1,138		647		683			704			535			2,468			1,760
Communication		821		642		667			831			758			2,130			2,254
Professional services		2,275		1,669		1,307			2,088			1,465			5,251			4,378
Amortization of intangibles		220		224		217			220			220			661			660
Debt extinguishment		0		0		4,295			0			0			4,295			0
Other		7,755		6,979		7,011			6,009			6,466			21,745			17,889
Total noninterest expenses		39,334		40,696		40,660			35,759			34,732			120,690			101,477
Earnings from continuing operations before income taxes		19,030		6,732		5,541			2,544			11,069			31,303			40,878
Income tax expense (benefit)		6,911		2,374		1,574			(290	)		3,250			10,859			12,904
Earnings from continuing operations		12,119		4,358		3,967			2,834			7,819			20,444			27,974
Discontinued operations
Other operating (loss) income		0		0		0			0			(140	)		0			583
Gain on discontinued operations		0		0		0			0			10,366			0			10,366
Earnings from discontinued operations before income taxes		0		0		0			0			10,226			0			10,949
Income tax expense		0		0		0			0			3,561			0			3,824
Earnings from discontinued operations		0		0		0			0			6,665			0			7,125
Net earnings	$	12,119	$	4,358	$	3,967		$	2,834		$	14,484		$	20,444		$	35,099
ADDITIONAL DATA — FULLY TAX EQUIVALENT NET INTEREST INCOME*
Interest income	$	52,324	$	50,741	$	50,684		$	50,717		$	50,740		$	153,749		$	149,980
Tax equivalent adjustment		586		696		661			723			746			1,943			2,260
Interest income — tax equivalent		52,910		51,437		51,345			51,440			51,486			155,692			152,240
Interest expense		21,501		18,794		18,485			18,778			17,597			58,780			48,952
Net interest income — tax equivalent	$	31,409	$	32,643	$	32,860		$	32,662		$	33,889		$	96,912		$	103,288

* 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)

	Sep.30,			Dec. 31,			Sep. 30,
	2006			2005			2005
ASSETS
Cash and due from banks	$	117,067		$	163,281		$	156,446
Federal funds sold and securities purchased under agreements to resell		101,000			98,000			48,000
Investment securities, held-to-maturity		8,059			12,555			14,227
Investment securities, available-for-sale		329,225			554,673			564,766
Other investments		34,137			40,755			40,420
Loans
Commercial		663,522			582,594			587,691
Real estate — construction		92,434			86,022			103,314
Real estate — commercial		625,535			646,079			622,237
Real estate — retail		653,652			772,334			857,763
Installment, net of unearned		219,677			300,551			324,217
Home equity		231,741			214,649			212,335
Credit card		23,083			22,936			21,258
Lease financing		1,202			2,258			3,002
Total loans		2,510,846			2,627,423			2,731,817
Less
Allowance for loan losses		31,888			42,485			42,036
Net loans		2,478,958			2,584,938			2,689,781
Premises and equipment		78,820			73,025			72,044
Goodwill		28,261			28,116			28,117
Other intangibles		6,471			7,920			7,490
Accrued interest and other assets		125,084			127,545			120,000
Total Assets	$	3,307,082		$	3,690,808		$	3,741,291
LIABILITIES
Deposits
Interest-bearing	$	225,670		$	247,187		$	264,413
Savings		971,055			989,990			981,517
Time		1,198,059			1,247,274			1,252,073
Total interest-bearing deposits		2,394,784			2,484,451			2,498,003
Noninterest-bearing		381,937			440,988			431,736
Total deposits		2,776,721			2,925,439			2,929,739
Short-term borrowings
Federal funds purchased and securities sold under agreements to repurchase		54,129			66,634			58,273
Other		39,000			45,000			0
Total short-term borrowings		93,129			111,634			58,273
Federal Home Loan Bank long-term debt		68,197			286,655			317,660
Other long-term debt		30,930			30,930			30,930
Accrued interest and other liabilities		38,580			36,269			35,541
Total Liabilities		3,007,557			3,390,927			3,372,143
SHAREHOLDERS’ EQUITY
Common stock		392,156			392,607			391,962
Retained earnings		76,783			75,357			79,375
Accumulated comprehensive income		(8,581	)		(7,876	)		(6,695	)
Treasury stock, at cost		(160,833	)		(160,207	)		(95,494	)
Total Shareholders’ Equity		299,525			299,881			369,148
Total Liabilities and Shareholders’ Equity	$	3,307,082		$	3,690,808		$	3,741,291

ADDITIONAL DATA — RISK BASED CAPITAL

	Sep. 30,			June 30,			March 31,			Dec. 31,			Sep. 30,
	2006			2006			2006			2005			2005
Tier 1 Capital	$	300,551		$	296,334		$	297,602		$	299,680		$	369,735
Tier 1 Ratio		11.89	%		11.37	%		11.58	%		11.49	%		13.93	%
Total Capital	$	332,302		$	326,464		$	329,897		$	332,458		$	403,044
Total Capital Ratio		13.14	%		12.52	%		12.83	%		12.75	%		15.19	%
Total Risk-Adjusted Assets	$	2,528,102		$	2,606,871		$	2,570,847		$	2,608,167		$	2,653,795
Leverage Ratio		8.85	%		8.72	%		8.47	%		8.12	%		9.74	%

FIRST FINANCIAL BANCORP.
AVERAGE CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)
(Unaudited)

							Quarterly Averages									Year-to-Date Averages
	Sep. 30,			June 30,			March 31,			Dec. 31,			Sep. 30,			Sep. 30,
	2006			2006			2006			2005			2005			2006			2005
ASSETS
Cash and due from banks	$	109,896		$	115,406		$	123,129		$	129,663		$	124,833		$	116,095		$	121,923
Interest-bearing deposits with other banks		0			0			0			0			0			0			49
Federal funds sold and securities purchased under agreements to resell		158,940			122,413			141,513			127,701			20,938			141,019			18,717
Investment securities		370,095			380,532			497,528			620,868			625,418			415,585			638,729
Loans
Commercial		642,378			626,912			580,681			577,096			595,166			616,883			613,144
Real estate-construction		94,135			83,719			85,672			94,508			96,845			87,873			88,771
Real estate-commercial		611,602			651,156			642,386			629,497			623,829			634,935			620,475
Real estate-retail		709,539			743,948			762,353			806,516			862,600			738,420			860,846
Installment, net of unearned		235,492			262,019			287,182			312,215			370,194			261,375			377,623
Home equity		229,583			222,878			214,675			213,135			210,221			222,433			203,467
Credit card		22,741			22,017			21,748			21,517			21,224			22,172			20,771
Lease financing		1,290			1,599			2,058			2,672			3,236			1,646			3,934
Total loans		2,546,760			2,614,248			2,596,755			2,657,156			2,783,315			2,585,737			2,789,031
Less
Allowance for loan losses		30,284			40,445			42,402			41,741			42,630			37,666			43,808
Net loans		2,516,476			2,573,803			2,554,353			2,615,415			2,740,685			2,548,071			2,745,223
Loans held for sale		33,245			350			0			0			0			11,320			0
Premises and equipment		78,798			76,150			73,556			72,351			71,256			76,187			69,058
Goodwill		28,260			28,261			28,134			28,120			28,478			28,219			28,572
Other intangibles		6,721			7,214			7,703			7,820			7,480			7,209			7,530
Accrued interest and other assets		123,986			124,710			119,496			117,259			123,395			122,748			114,954
Assets related to discontinued operations		0			0			0			0			84,912			0			97,480
Total Assets	$	3,426,417		$	3,428,839		$	3,545,412		$	3,719,197		$	3,827,395		$	3,466,453		$	3,842,235
LIABILITIES
Deposits
Interest-bearing	$	235,762		$	180,046		$	203,363		$	180,999		$	187,458		$	206,509		$	169,014
Savings		1,025,025			1,062,334			1,040,940			1,018,271			1,031,441			1,042,708			1,045,154
Time		1,232,111			1,234,646			1,242,033			1,288,792			1,254,798			1,236,227			1,258,505
Total interest-bearing deposits		2,492,898			2,477,026			2,486,336			2,488,062			2,473,697			2,485,444			2,472,673
Noninterest-bearing		401,685			424,227			417,061			433,228			428,881			414,268			429,221
Total deposits		2,894,583			2,901,253			2,903,397			2,921,290			2,902,578			2,899,712			2,901,894
Short-term borrowings
Federal funds purchased and securities sold under agreements to repurchase		53,958			49,563			51,592			58,923			75,131			51,713			68,046
Federal Home Loan Bank short-term borrowings		0			0			0			0			11,618			0			21,652
Other		37,673			39,819			45,822			13,209			10,155			41,075			7,619
Total short-term borrowings		91,631			89,382			97,414			72,132			96,904			92,788			97,317
Federal Home Loan Bank long-term debt		78,295			82,480			185,399			315,326			319,105			114,999			323,816
Other long-term debt		30,930			30,930			30,930			30,930			30,930			30,930			30,930
Total borrowed funds		200,856			202,792			313,743			418,388			446,939			238,717			452,063
Accrued interest and other liabilities		32,069			28,707			29,694			28,585			32,694			30,165			29,339
Liabilities related to discontinued operations		0			0			0			0			77,712			0			89,692
Total Liabilities		3,127,508			3,132,752			3,246,834			3,368,263			3,459,923			3,168,594			3,472,988
SHAREHOLDERS’ EQUITY
Common stock		391,325			392,354			392,666			392,253			391,773			392,110			392,090
Retained earnings		77,487			73,237			73,710			80,135			74,114			74,825			70,280
Accumulated comprehensive income		(10,708	)		(9,999	)		(7,538	)		(8,323	)		(6,301	)		(9,427	)		(5,538	)
Treasury stock, at cost		(159,195	)		(159,505	)		(160,260	)		(113,131	)		(92,114	)		(159,649	)		(87,585	)
Total Shareholders’ Equity		298,909			296,087			298,578			350,934			367,472			297,859			369,247
Total Liabilities and Shareholders’ Equity	$	3,426,417		$	3,428,839		$	3,545,412		$	3,719,197		$	3,827,395		$	3,466,453		$	3,842,235