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 (Date of earliest event reported):  January 26, 2010

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.)
4000 Smith Road Cincinnati, Ohio (Address of principal executive offices)		45209 (Zip Code)

Registrant’s telephone number, including area code:  (513) 979-5837

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):

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

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

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

r 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 January 26, 2010, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the full year and fourth quarter of 2009.  A copy of the earnings press release is attached as Exhibit 99.1, with the financial information attached as Exhibit 99.2.

The earnings press release includes some non-GAAP financial measures.  The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled “Consolidated Financial Highlights” under the section “Key Financial Ratios.”  It also appears in the two tables entitled “Consolidated Quarterly Statements of Income”, as well as the “Consolidated Statements of Income” under “Additional Data”.  The second non-GAAP measure appears in the tables entitled “Additional Data” at the bottom of the two “Consolidated Quarterly Statements of Income” pages and the “Consolidated Statements of Income” page.  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															Twelve Months Ended
	Dec. 31,			Sep. 30,			June 30,			Mar. 31,			Dec. 31,			Dec. 31,
	2009			2009			2009			2009			2008			2009			2008
							(Dollars in thousands)
Net interest income	$	73,182		$	40,664		$	31,209		$	30,928		$	30,129		$	175,983		$	116,202
Tax equivalent adjustment		295			300			307			363			360			1,265			1,808
Net interest income - tax equivalent	$	73,477		$	40,964		$	31,516		$	31,291		$	30,489		$	177,248		$	118,010
Average earning assets		6,265,232			4,137,966			3,483,796			3,482,645			3,267,525			4,349,473			3,133,070
Net interest margin*		4.63	%		3.90	%		3.60	%		3.61	%		3.67	%		4.05	%		3.71	%
Net interest margin (fully tax equivalent)*		4.65	%		3.93	%		3.64	%		3.65	%		3.71	%		4.08	%		3.77	%
* Margins are calculated using net interest income annualized divided by average earning assets.

The earnings press release also includes some non-GAAP ratios in the “Consolidated Financial Highlights” page.  These ratios are:  (1) Return on average tangible common shareholders' equity; (2) Ending tangible common equity as a percent of ending tangible assets; (3) Ending tangible common equity as a percent of risk-weighted assets; (4) Average tangible common equity as a percent of average tangible assets; and (5) Tangible book value per common share.  The Ending tangible common equity as a percent of ending tangible assets and Average tangible common equity as a percent of average tangible assets are also shown in the “Regulatory Capital” section of the “Capital Adequacy” page in the earnings release.  The following table provides a reconciliation of these ratios to GAAP.  The company considers these critical metrics with which to analyze banks.  The ratios have been included in the earnings press release to facilitate a better understanding of the company’s capital structure and financial condition.

	Three Months Ended															Twelve Months Ended
	Dec. 31,			Sep. 30,			June 30,			Mar. 31,			Dec. 31,			Dec. 31,
	2009			2009			2009			2009			2008			2009			2008
				(Dollars in thousands, except per share data)
Net income available to common shareholders (a)	$	12,795		$	224,566		$	450		$	5,157		$	2,084		$	242,968		$	22,962
Average total shareholders' equity	$	679,840		$	480,839		$	379,944		$	350,857		$	286,582		$	473,793		$	279,709
Less:
Average Preferred stock		(78,573	)		(78,221	)		(78,126	)		(78,038	)		(7,805	)		(78,241	)		(1,962	)
Goodwill		(51,908	)		(51,908	)		(28,261	)		(28,261	)		(28,261	)		(51,908	)		(28,261	)
Intangible assets		(7,461	)		(8,094	)		(465	)		(500	)		(1,002	)		(7,461	)		(1,002	)
Average tangible common equity (b)		541,898			342,616			273,092			244,058			249,514			336,183			248,484
Add back: Average preferred stock		78,573			78,221			78,126			78,038			7,805			78,241			1,962
Average tangible shareholders' equity (c)		620,471			420,837			351,218			322,096			257,319			414,424			250,446
Total shareholders' equity		675,167			670,626			446,636			353,760			348,327			675,167			348,327
Less:
Preferred stock		(79,195	)		(78,271	)		(78,173	)		(78,075	)		(78,019	)		(79,195	)		(78,019	)
Goodwill		(51,908	)		(51,908	)		(28,261	)		(28,261	)		(28,261	)		(51,908	)		(28,261	)
Intangible assets		(7,461	)		(8,094	)		(465	)		(500	)		(1,002	)		(7,461	)		(1,002	)
Tangible common equity (d)		536,603			532,353			339,737			246,924			241,045			536,603			241,045
Add back: Preferred stock		79,195			78,271			78,173			78,075			78,019			79,195			78,019
Tangible shareholders' equity (e)		615,798			610,624			417,910			324,999			319,064			615,798			319,064
Total assets		6,681,123			7,257,706			3,783,353			3,809,196			3,699,142			6,681,123			3,699,142
Less:
Goodwill		(51,908	)		(51,908	)		(28,261	)		(28,261	)		(28,261	)		(51,908	)		(28,261	)
Intangible assets		(7,461	)		(8,094	)		(465	)		(500	)		(1,002	)		(7,461	)		(1,002	)
Ending tangible assets (f)		6,621,754			7,197,704			3,754,627			3,780,435			3,669,879			6,621,754			3,669,879
Risk-weighted assets (g)		3,908,225			4,014,662			3,076,042			2,951,721			2,878,548			3,908,225			2,878,548
Total average assets		6,863,923			4,508,809			3,784,458			3,777,510			3,566,051			4,741,514			3,426,275
Less:
Goodwill		(51,908	)		(51,908	)		(28,261	)		(28,261	)		(28,261	)		(51,908	)		(28,261	)
Intangible assets		(7,461	)		(8,094	)		(465	)		(500	)		(1,002	)		(7,461	)		(1,002	)
Average tangible assets (h)		6,804,554			4,448,807			3,755,732			3,748,749			3,536,788			4,682,145			3,397,012
Ending common shares outstanding (i)		51,433,821			51,431,422			51,434,346			37,474,422			37,481,201			51,433,821			37,481,201
Ratios
Return on average tangible common shareholders' equity (a)/(b)		9.37	%		260.04	%		0.66	%		8.57	%		3.32	%		72.27	%		9.24	%
Ending tangible common equity as a percent of:
Ending tangible assets (d)/(f)		8.10	%		7.40	%		9.06	%		6.54	%		6.57	%		8.10	%		6.57	%
Risk-weighted assets (d)/(g)		13.73	%		13.26	%		11.05	%		8.38	%		8.37	%		13.73	%		8.37	%
Average tangible common equity as a percent
of average tangible assets (b)/(h)		7.96	%		7.70	%		7.27	%		6.51	%		7.05	%		7.18	%		7.31	%
Tangible book value per common share (d)/(i)	$	10.43		$	10.35		$	6.61		$	6.59		$	6.43		$	10.43		$	6.43
Ending tangible shareholders' equity to
ending tangible assets (e)/(f)		9.30	%		8.48	%		11.14	%		8.60	%		8.70	%		9.30	%		8.70	%
Average tangible shareholders' equity to
average tangible assets (c)/(h)		9.12	%		9.46	%		9.35	%		8.59	%		7.28	%		8.85	%		7.37	%

First Financial Bancorp. does not intend for this Item 2.02 or Exhibit 99.1 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into its filings under the Securities Act of 1933, as amended (the “Securities Act”).   However, First Financial Bancorp, does intend for Exhibit 99.2 to be treated as “filed” for purposes of the Exchange Act, and therefore, incorporated by reference into its filings under the Securities Act.

Item 9.01 Exhibits.

(d) Exhibits:

The following exhibits shall not be deemed to be “filed” for purposes of the Securities Act.

99.1  First Financial Bancorp. Press Release dated January 26, 2010.

The following exhibit shall be deemed to be “filed”, not “furnished” for purposes of the Exchange Act.

99.2 Financial information to accompany First Financial Bancorp. Press Release dated January 26, 2010.

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
	Franklin Hall Executive Vice President and
	Chief Financial Officer

Date:  January 26, 2010

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated January 26, 2010.

99.2 Financial information to accompany First Financial Bancorp. Press Release dated January 26, 2010.

EX-99.1

Exhibit 99.1

 

First Financial Bancorp Reports 2009 Financial & Operational Results

§ Full-year 2009 net income of $246.5 million or $5.33 per common share

§ Fourth quarter 2009 net income of $13.8 million or $0.25 per common share

- Temporary and other items not expected to recur negatively impacted reported quarterly earnings by approximately $0.12 per common share

§ Capital and liquidity positions remain among industry leaders

- Tangible common equity to tangible assets increased to 8.10%

- Total risk-based capital ratio of 18.00%, exceeding the minimum “well capitalized” level by $390.7 million

§ Credit costs remain elevated due to continued stress in the commercial lending portfolio, consistent with the current economic downturn. Excluding covered assets, nonperforming assets to total assets was 1.23%, which remains well below industry peers

§ Integration of the previously announced FDIC-assisted transactions of Peoples Community Bank, Irwin Union Bank and Trust Company and Irwin Union, F.S.B. remains on schedule with full completion expected in the first quarter of 2010

Cincinnati, Ohio – January 26, 2010 – First Financial Bancorp (Nasdaq: FFBC) announced today financial and operational results for the full-year and fourth quarter of 2009.

Full-year 2009 net income was $246.5 million, net income available to common shareholders was $243.0 million, and earnings per diluted common share were $5.33. This compares with full-year 2008 net income of $23.0 million and earnings per diluted common share of $0.61. Fourth quarter 2009 net income was $13.8 million, net income available to common shareholders was $12.8 million and earnings per diluted common share were $0.25. This compares with net income of $2.1 million and earnings per diluted common share of $0.06 for the fourth quarter of 2008, and net income of $225.6 million, net income available to common shareholders of $224.6 million and earnings per diluted common share of $4.36 for the third quarter of 2009.

Full-year 2009 results when compared with full-year 2008 were impacted by a number of acquisition-related items as well as increased credit costs.

Claude Davis, First Financial’s president and chief executive officer, commented, “We generated strong earnings in 2009. This quarter marks the first full quarter of earnings from both the Peoples and Irwin acquisitions, and we are pleased with the results. We continue to invest in the growth of our company and we took advantage of opportunities created by the recession and gained market share. In 2009 we significantly expanded our retail banking network by building three new banking centers and adding a total of 39 banking centers through acquisitions within Ohio, Indiana, Kentucky and Michigan.

“The impact of slow economic conditions continued to affect credit quality. Credit costs remained elevated as high unemployment persists and the decline in real estate values continues to plague borrowers. Fortunately, we expect to have both the capital and the earnings power to weather these difficult times and produce earnings for our shareholders.

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“Strong capital, liquidity and reserves have supported the company throughout the economic downturn. Although there have been some early signs of stabilization, the economy remains fragile and as a result, we will exercise caution as we continue to invest in and grow our business. We plan to maintain our expansion efforts in new and existing markets through the execution of our strategic plan. The infrastructure investments we have made to support our recent growth, along with our expanded footprint, places us in an excellent position to take advantage of additional market opportunities.

“On behalf of the board of directors and the executive management team of First Financial, I am grateful to our associates for their commitment to the execution of our strategic plan which supported and strengthened our company and allowed us to produce positive results throughout the economic downturn. We have built a strong foundation on which we can serve clients and create value for our shareholders.”

SUMMARY OF FOURTH QUARTER 2009 RESULTS

Pre-tax, Pre-provision (PTPP) Earnings

Strong PTPP earnings of approximately $35.7 million on a GAAP basis and approximately $46.1 million excluding items that are temporary and those expected not to recur. The higher levels of PTPP are attributable to a full quarter of earnings power of the consolidated franchise and the acquired portfolios.

Net Interest Margin

Fourth quarter 2009 net interest margin of 4.63% was enhanced significantly by the recent acquisitions representing an increase of approximately 73 basis points from the third quarter of 2009.

Credit Quality (excluding covered loans)

Nonperforming assets to total assets increased from 0.94% of total assets at September 30, 2009 to 1.23% of total assets at December 31, 2009 due to continued stress in the commercial and commercial real estate portfolios. This trend is consistent with managements’ expectations as volatility continues in this difficult economy. Quarterly provision expense exceeded net chargeoffs by approximately $3.5 million.

Noninterest Income

Strong fourth quarter noninterest income was due to the performance of acquired deposit accounts and increases in interchange income. Approximately $3.5 million of other income is due to income recognized on covered loans that were sold in the western markets.

Noninterest Expense

Noninterest expenses totaled $61.6 million for the quarter and $47.9 million when excluding approximately $13.7 million of temporary items and items not expected to recur. Excluding these items, the level of noninterest expense is consistent with management expectations.

Deposit Retention and Liquidity

Deposit retention from recent acquisitions has exceeded management expectations and has contributed to a larger than expected cash and interest-bearing deposit combined balance of approximately $606 million.

For additional information on First Financial’s comparable financial results, please refer to the discussions that follow detailing revenue and expense fluctuations.

DETAILS OF RESULTS

Unless otherwise noted, all amounts discussed in this earnings release are pre-tax except net income and per-share data which are presented after-tax. Percentage changes are not annualized unless specifically noted. In some instances, financial data may not add up due to rounding.

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CREDIT QUALITY (excluding covered assets)

The following table presents First Financial’s key credit quality metrics.

Table I	($ in thousands)
	Three Months Ended															Full-Year
	December 31, 2009			September 30, 2009			June 30, 2009			March 31, 2009			December 31, 2008			2009			2008
Total Nonperforming Loans	$	77,782		$	63,608		$	37,790		$	24,892		$	18,185		$	77,782		$	18,185
Total Nonperforming Assets	$	81,927		$	67,909		$	42,956		$	28,405		$	22,213		$	81,927		$	22,213
Nonperforming Assets as a % of:
Period-End Loans, plus OREO		2.83	%		2.36	%		1.48	%		1.04	%		0.83	%		2.83	%		0.83	%
Total Assets		1.23	%		0.94	%		1.14	%		0.75	%		0.60	%		1.23	%		0.60	%
Nonperforming Loans as a % of Total Loans		2.69	%		2.21	%		1.31	%		0.91	%		0.68	%		2.69	%		0.68	%
Provision for Loan & Lease Losses	$	14,812		$	26,655		$	10,358		$	4,259		$	10,475		$	56,084		$	19,410
Allowance for Loan & Lease Losses	$	59,311		$	55,770		$	38,649		$	36,437		$	35,873		$	59,311		$	35,873
Allowance for Loan & Lease Losses as a % of:
Period-End Loans		2.05	%		1.94	%		1.34	%		1.33	%		1.34	%		2.05	%		1.34	%
Nonaccrual Loans		82.8	%		92.2	%		102.8	%		147.6	%		199.5	%		82.8	%		199.5	%
Nonperforming Loans		76.3	%		87.7	%		102.3	%		146.4	%		197.3	%		76.3	%		197.3	%
Total Net Charge-Offs	$	11,271		$	9,534		$	8,146		$	3,695		$	4,955		$	32,646		$	12,594
Annualized Net Charge-Offs as a % of Average Loans & Leases		1.53	%		1.31	%		1.19	%		0.55	%		0.73	%		1.16	%		0.47	%

Higher credit costs impacted First Financial’s 2009 results when compared with 2008. While the overall credit quality of First Financial’s lending portfolios remained relatively strong throughout the early part of the economic downturn, late in the fourth quarter of 2008 and continuing throughout 2009, the company saw a higher level of borrower stress. The elevated levels of net charge-offs and nonperforming assets and the higher provision expense recorded in 2009 reflected the sluggish economic conditions, including persistent high unemployment rates and still depressed consumer spending. These factors continued to place pressure on the company’s lending portfolios, but not to the extent seen in the commercial and commercial construction real estate sectors. These segments were marked by increased stress during 2009 as reflected in the sharp increases in both net charge-offs and nonperforming loans.

Net Charge-offs

The full-year, year-over-year quarter and linked quarter increases in total net charge-offs were driven primarily by continued deterioration within the commercial and commercial construction real estate portfolios.

Full-year 2009 total net charge-offs were $32.6 million or 116 basis points of average loans and leases, compared with $12.6 million or 47 basis points of average loans and leases for the full-year of 2008. Below is a summary of significant lending relationships that were charged-off during 2009:

§ First Quarter: a single commercial credit related to a borrower in the hotel industry of $1.1 million, representing 4 basis points of average loans and leases

§ Second Quarter: two separate and unrelated vehicle floor plan relationships totaling approximately $3.8 million, representing 14 basis points of average loans and leases; and a commercial real estate construction relationship of $1.3 million, representing 5 basis points of average loans and leases

§ Third Quarter: sold the entire $34.5 million portfolio of shared national credits resulting in a $2.2 million charge-off, representing 8 basis points of average loans and leases

§ Fourth Quarter: charged off two unrelated commercial real estate construction relationships totaling $5.1 million, representing 17 basis points of average loans and leases

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These charge-offs totaled $13.5 million and represented 48 basis points of full-year 2009 average loans and leases.

Fourth quarter 2009 total net charge-offs were $11.3 million, or 153 basis points of fourth quarter 2009 average loans and leases, compared with $9.5 million or 131 basis points of average loans and leases in the third quarter of 2009, and $5.0 million or 73 basis points of average loans and leases in the fourth quarter of 2008.

Nonperforming Assets

Nonperforming loans were $77.8 million and nonperforming assets were $81.9 million at December 31, 2009, compared with $63.6 million and $67.9 million, respectively, at September 30, 2009, and $18.2 million and $22.2 million, respectively, at December 31, 2008.  A significant portion of the increase in nonperforming loans at December 31, 2009 from September 30, 2009 was due to the addition of four related commercial loans totaling $12.1 million that were added during the fourth quarter.

Similar to the past several quarters, the higher level of nonperforming loans, which are accounted for under Financial Accounting Standards Board (FASB) Codification Topic 310-10-35: Subsequent Measurement of Receivables, continues to adversely impact the company’s nonperforming loan coverage ratios. The allowance for loan and lease losses as a percent of nonaccrual loans was 82.8% at December 31, 2009, compared with 92.2% at September 30, 2009, and 199.5% at December 31, 2008, and the allowance for loan and lease losses as a percent of nonperforming loans was 76.3% compared with 87.7% at September 30, 2009, and 197.3% at December 31, 2008.

First Financial is aggressive both in the monitoring of performing credits and in the workout of credits that become nonperforming, however, this elevated level of nonperforming loans is expected to continue as the economy continues to experience stress and the related impact on borrowers remains negative. The emergence of borrower fraud is expected to increase as is an increase in bankruptcy levels, as has occurred in previous recessions.

Restructured Loans

During the fourth quarter of 2009, the company restructured approximately $3.0 million of residential mortgage loans and commercial loans for borrowers. The terms of the modifications included a combination of temporary interest rate reductions, term extensions and re-amortizations. These actions did not have a significant financial impact on the company. There can be no assurance these actions will be successful in improving the long-term performance of the borrowers.

Delinquent Loans

Total loans 30 to 89 days past due were $19.1 million or 0.66% of period end loans at December 31, 2009, compared with $20.8 million, or 0.72% at September 30, 2009 and $22.6 million or 0.84% at December 31, 2008.

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Provision Expense / Allowance for Loan & Lease Losses

Full-year 2009 provision expense was $56.1 million compared with $19.4 million for the full-year of 2008, and was $14.8 million in the fourth quarter of 2009, compared with $26.7 million in the third quarter of 2009, and $10.5 million in the fourth quarter of 2008. Provision expense for the full-year of 2009 represented approximately 171.8% of full-year 2009 net charge-offs, and represented approximately 131.4% of fourth quarter 2009 net charge-offs.

The elevated provision expense is due to the company’s expectation of the risk inherent in the commercial loan portfolios. While not necessarily credit specific for First Financial, generally the outlook for this sector has continued to deteriorate and is not likely to soon recover, according to most industry data.

At December 31, 2009, the allowance for loan and lease losses increased to $59.3 million from $55.8 million at September 30, 2009, and $35.9 million at December 31, 2008. The allowance for loan and lease losses as a percent of period-end loans was 2.05% at December 31, 2009, compared with 1.34% at December 31, 2008, and 1.94% at September 30, 2009.

First Financial expects to maintain a higher reserve level until it believes that the current economic cycle, including credit losses, for both the industry and the company, have peaked. The economy remains fragile and the company expects that certain credit metrics may remain volatile and at these historically higher levels over the next several quarters, or until there are more definite signs of economic recovery, including lower unemployment rates and increased consumer spending.

Other Real Estate Owned (OREO)

At December 31, 2009, OREO was $4.1 million, compared with $4.3 million at September 30, 2009, and $4.0 million at December 30, 2008.

Covered Assets / Loss Share Agreements

In connection with the FDIC-assisted transactions, First Financial entered into loss sharing arrangements with the FDIC. Under the terms of these agreements the FDIC will reimburse the company for losses with respect to certain loans and other real estate owned (OREO) (collectively, “covered assets”) beginning with the first dollar of loss. At December 31, 2009, approximately 40% of total loans were covered loans. As required, First Financial has filed monthly certifications with the FDIC on single-family residential loans. To-date, all filings have been accepted. The initial commercial loan certifications, which are filed quarterly, will be filed with the FDIC by the end of January 2010.

For further details on the quarter-over-quarter and year-to-date changes in credit quality, excluding covered assets, please see the attached Credit Quality schedule.

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CAPITAL MANAGEMENT

First Financial continues to maintain superior capital ratios. All regulatory capital ratios significantly exceeded the amounts necessary to be classified as “well capitalized” at December 31, 2009. In addition, total regulatory capital exceeded the “minimum” requirement by approximately $390.7 million, on a consolidated basis.

The following table presents First Financial’s regulatory capital ratios at December 31, 2009.

Table II	FFBC			Regulatory "well-capitalized" minimum
Leverage Ratio		9.57	%		5	%
Tier 1 Capital Ratio		16.74	%		6	%
Total Risk-Based Capital Ratio		18.00	%		10	%
EOP Tangible Equity / EOP Tangible Assets		9.30	%		N/A
EOP Tangible Common Equity / EOP Tangible Assets		8.10	%		N/A
N/A = not applicable

The Irwin FDIC-assisted transaction, which was accounted for as a business combination with a bargain purchase gain, generated a significant level of capital during the third quarter of 2009. The acquired covered assets and the FDIC Indemnification Asset, which represents the fair value of estimated future payments by the FDIC to First Financial for both Peoples and Irwin, are both risk-weighted at 20% for regulatory capital requirement purposes.

NET INTEREST INCOME & NET INTEREST MARGIN

Full-year 2009 net interest income increased $59.8 million from 2008’s comparable period, and the net interest margin increased 34 basis points. Fourth quarter 2009 net interest income increased $32.5 million from the third quarter of 2009, and the net interest margin increased 73 basis points.   Approximately 56 basis points of the linked-quarter increase in the net interest margin was due to the yield on both covered loans and the indemnification asset.  The linked quarter increase was also positively impacted by the repricing of the assumed deposit portfolios (15 basis points) and other balance sheet mix changes (7 basis points), which were partially offset by the increased interest expense in the acquired long-term borrowing portfolios (4 basis points).

For further details on the quarter-over-quarter and year-to-date changes in the net interest margin, please see the attached Net Interest Margin Rate / Volume Analysis.

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NONINTEREST INCOME

Other income from covered loans will be impacted as described in the following two scenarios:

For covered loans that prepay, this income is a result of the net effect of:

§ The recovery of the yield-based fair value adjustment

§ The value adjustment associated with assumed credit impairment

§ Offset by the corresponding valuation adjustment on the FDIC indemnification asset

This scenario can occur either through a strategic loan sale or ordinary prepayments that are typical in a loan portfolio.

For covered loans that pay according to their contractual obligation, this income is a result of the net effect of:

§ The value adjustment associated with assumed credit impairment

§ Offset by the corresponding valuation adjustment on the FDIC indemnification asset

As First Financial’s experience with the acquired portfolios increase, greater predictability will emerge on the timing of the recognition of this portion of the economic value of the transaction. First Financial will consider income associated with strategic loan sales as non-core and will highlight sales when they occur. All other income associated with prepayments or contractual performance will be considered core as it arises from the expected behavior of the purchased portfolios.

Full-year 2009 noninterest income, excluding the third quarter 2009 bargain purchase gain of $379.1 million, was $62.2 million, compared with $51.7 million for the full-year of 2008. Included in this increase was other noninterest income related to covered loans that were paid off as described above, as well as higher income on the sales of investment securities.

Fourth quarter 2009 noninterest income increased $12.2 million to $24.1 million from $11.9 million, excluding the $379.1 million bargain purchase gain, from the third quarter of 2009. Contributing to this increase was the previously mentioned other noninterest income from covered loans, higher service charges on deposit accounts driven primarily by an increase in transaction-based deposits, as well as increases in bankcard and interchange income, and trust and wealth management fees.

NONINTEREST EXPENSE

Noninterest expense was relatively well-controlled throughout the year excluding higher FDIC costs and some higher expenses related to incentive compensation, general growth and market expansion, including acquisition-related costs. Acquisition-related costs were primarily comprised of legal, professional, technology and other integration costs. Staffing, occupancy and marketing expenses also increased due to the additional banking centers in operation during the second half of 2009 compared with 2008’s comparable period.

As First Financial continues with plans to sell, consolidate or close locations during the first quarter of 2010, it anticipates that the reduction of operating costs and capital requirements related to the operation of these locations will have a positive impact on noninterest expense during the second half of 2010.  However, the company may incur additional exit costs during 2010 related to these activities.

Full-year 2009 noninterest expense was $170.6 million, an increase of $55.5 million from $115.2 million in 2008’s comparable period. Fourth quarter 2009 noninterest expense was $61.6 million, an increase of $15.3 million from $46.3 million in the third quarter of 2009.

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The increase in noninterest expense across all comparative periods is primarily related to the following:

§ FDIC insurance premium assessments of $6.6 million

§ Integration-related costs of $13.4 million

§ Temporary costs of $5.0 million related to staffing and non-strategic facilities

§ Higher professional services fees of $2.6 million

INCOME TAXES

For the full-year of 2009, income tax expense was $144.0 million with an effective tax rate of 36.9% compared with income tax expense of $10.4 million and an effective tax rate of 31.2% for 2008’s comparable period. Fourth quarter 2009 income tax expense was $7.1 million and the effective tax rate was 34.0%, compared with income tax expense of $0.4 million and an effective tax rate of 15.1% for the fourth quarter of 2008, and income tax expense of $133.2 million and an effective tax rate of 37.1% for the third quarter of 2009.

The increase in the overall tax rate for the full-year and third quarter of 2009 was driven by the tax impact from the bargain purchase gain and other changes resulting from the Irwin acquisition.

LOANS (excluding covered loans)

Full-Year 2009 versus Full-Year 2008

§ Average total loans increased $157.0 million, or 5.9%.

§ Average commercial, commercial real estate and construction loans increased $277.6 million, or 15.7%.

Fourth Quarter 2009 versus fourth Quarter 2008

§ Average total loans increased $237.9 million or 8.8%.

§ Average commercial, commercial real estate and construction loans increased $284.2 million, or 15.3%.

Fourth Quarter 2009 versus Third Quarter 2009

§ Average total loans increased $42.8 million, or 5.9% on an annualized basis.

§ Average commercial, commercial real estate and construction loans increased $25.4 million, or 4.8% on an annualized basis.

INVESTMENTS

The investment securities portfolio totaled $579.1 million at December 31, 2009, compared with $692.8 million at December 31, 2008 and $629.3 million at September 30, 2009. The linked quarter decrease in the portfolio at December 31, 2009 was due to net securities paydowns and maturities. First Financial has not used any portion of its available liquidity to purchase investment securities since the first quarter of 2009 primarily due to the higher pricing on bonds which has persisted throughout 2009. Additions during the third quarter of 2009 were a result of investment securities acquired in the Peoples and Irwin transactions. All securities acquired through these FDIC-assisted transactions are conforming investments as outlined in First Financial’s investment policy.

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The majority of the investment portfolio is comprised of low-risk investment securities, primarily treasury, government agency and agency residential mortgage-backed securities. The December 31, 2009 investment securities portfolio included a net unrealized pre-tax gain of $16.5 million representing the difference between fair value and amortized cost. This compares with net unrealized pre-tax gains of $11.1 million and $19.2 million at December 31, 2008 and September 30, 2009, respectively. The net unrealized pre-tax gain increased in 2009 over 2008 due to improved liquidity and pricing in agency securities markets, primarily related to residential mortgage-backed securities. The total investment portfolio represented 8.7% and 18.7% of total assets at December 31, 2009 and 2008, respectively, and 8.7% of total assets at September 30, 2009.

The following table presents a summary of the total investment portfolio at December 31, 2009.

Table III

($ in thousands, excluding book price and market value)

	% of			Book		Book		Book		December 31, 2009		Pre-Tax
	Total			Value		Yield		Price		Market Value		Gain/(Loss)
UST Notes & Agencies		6.0	%	$	34,478		4.33		99.82		102.05	$	759
CMOs (Agency)		10.0	%		58,158		4.57		100.49		104.10		2,020
CMOs (Private)		0.0	%		62		0.94		100.00		98.21		(1	)
MBSs (Agency)		62.9	%		364,188		4.69		100.94		104.69		13,020
Agency Preferred		0.0	%		200		-		1.00		1.00		-
Subtotal		78.9	%	$	457,086		4.65		100.76		103.24	$	15,798
Municipal		4.0	%	$	22,855		7.12		99.08		101.11	$	464
Other *		17.1	%		99,206		3.24		101.58		101.85		263
Subtotal		21.1	%	$	122,061		3.96		101.11		101.71	$	727
Total Investment Portfolio		100.0	%	$	579,147		4.50		100.83		102.94	$	16,525
				Net Unrealized Gain/(Loss)								$	16,525
				Aggregate Gains								$	17,068
				Aggregate Losses								$	(543	)
				Net Unrealized Gain/(Loss) % of Book Value									2.85	%

* Other includes $88 million of regulatory stock

DEPOSITS & FUNDING

The table below presents the progression of deposits during the fourth quarter of 2009, including the progression of the deposits acquired during the third quarter of 2009.

Table IV	Fourth Quarter 2009 Deposit Activity
($ in thousands)			Legacy		Market			Western &
	Total Deposits		Portfolio		Expansion			Brokered			Total Deposits
	at 9/30/2009		Growth		Growth			Deposits			at 12/31/2009
End of Period
Transaction & Savings	$	3,096,110	$	132,427	$	(89,628	)	$	(17,669	)	$	3,121,240
Time Deposits		2,058,877		25,929		(119,687	)		(101,004	)		1,864,115
Broker Deposits		680,997		899		-			(316,611	)		365,285
Total	$	5,835,984	$	159,255	$	(209,315	)	$	(435,284	)	$	5,350,640

Total deposits at December 31, 2009 were $5.4 billion, a decline of $485.3 million from $5.8 billion at September 30, 2009. A majority of this decrease occurred in the time deposits category, which was impacted by the repricing initiative of both time and broker deposits that were acquired in the Irwin FDIC-assisted transaction. Also contributing to the decline were year-end seasonal fluctuations in public fund deposits.

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As reported in the third quarter 2009, First Financial had the option to reprice the acquired deposit portfolios to current market rates within seven days of the acquisition dates. In addition, depositors with repriced accounts had the option to withdraw funds without penalty. The company chose to reprice approximately $1.0 billion in acquired deposits. The repriced deposits were comprised of all assumed brokered deposits, all time deposits from Peoples, as well as related time deposits from Irwin Union Bank, F.S.B. First Financial received approximately $1.0 billion from the FDIC associated with the transactions and believes that this provides sufficient liquidity to fund the potential at-risk deposit outflows. Through the end of December 2009, approximately 47% of the repriced Irwin deposit accounts were redeemed without penalty. Approximately $430 million of the funds received by First Financial from the FDIC remains invested in short-term liquidity.

As a result of First Financial’s plans to exit the nine remaining western market locations it acquired from Irwin, the company anticipates that those deposits will roll off at a more rapid pace over the next few months. Deposits in these nine markets totaled $347.0 million at December 31, 2009.

Borrowed funds for the fourth quarter of 2009 were $462.8 million, a decline of $69.0 million, or 13.0%, from the third quarter of 2009. This decrease was primarily due to maturities of short term and long term advances of Federal Home Loan Bank borrowings. Since the third quarter of 2008, First Financial has not increased long-term borrowings, other than the Federal Home Loan Bank long-term debt acquired in the Peoples and Irwin transactions in the third quarter of 2009.

The table below presents the quarterly progression of First Financial’s borrowed funds position.

Table V

($ in thousands)

	September 30, 2009							December 31, 2009
	Ending		Additions		Maturities			Ending
Borrowed Funds	Balance							Balance
Short Term Borrowings:
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase	$	35,763	$	1,667	$	-		$	37,430
Federal Home Loan Bank Advances		65,000		-		(65,000	)		-
Other		-		-		-			-
Total Short Term Borrowings	$	100,763	$	1,667	$	(65,000	)	$	37,430
Long Term Borrowings:
Federal Home Loan Bank Advances 1		345,356	$	-	$	(5,640	)	$	339,716
Securities Sold Under Agreements to Repurchase		65,000		-		-			65,000
Other		20,620		-		-			20,620
Total Long Term Borrowings	$	430,976	$	-	$	(5,640	)	$	425,336
Total Short & Long Term Borrowings	$	531,739	$	1,667	$	(70,640	)	$	462,766

1 Includes Market Value Adjustment

At December 31, 2009, in addition to liquidity on hand, First Financial had unused and available overnight wholesale funding of approximately $2.3 billion to fund any significant deposit runoff that may occur as a result of the repriced deposits and from the markets that the company is exiting.

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ACQUISITIONS

Overview

During the third quarter of 2009, through FDIC-assisted transactions, First Financial assumed the banking operations of Peoples Community Bank (Peoples), Irwin Union Bank and Trust Company and Irwin Union Bank, F.S.B. (collectively, “Irwin”). Also during the third quarter of 2009, in a separate and unrelated transaction, First Financial purchased three banking centers from Irwin. Through these transactions, the company acquired total assets of $3.9 billion, including $2.1 billion in loans, and assumed a total of $3.5 billion in liabilities, including $3.0 billion in deposits. Assets and liabilities were recorded at their estimated fair value.

Subsequent Events

Each transaction was considered a business combination and accounted for under FASB Codification Topic 805: Business Combinations (“Topic 805”), FASB Codification Topic 820: Fair Value Measurements and FASB Codification Topic 310-30: Loans and Debt Securities Acquired with Deteriorated Credit Quality. All acquired assets and liabilities were recorded at their estimated fair values as of the date of acquisition, and identifiable intangible assets were recorded at their estimated fair value.

Estimated fair values are considered preliminary and in accordance with Topic 805, are subject to change up to one year after the acquisition date. This allows for adjustments to the initial purchase entries if additional information relative to closing date fair values becomes available. Adjustments to acquisition date estimated fair values are recorded in the period in which the acquisition occurred and as a result, previously reported results are subject to change.

During the fourth quarter of 2009, initial estimates of loan carrying values and other related balance sheet items were revised and resulted in adjustments to the estimated carrying values of the acquired assets and liabilities previously recorded in the third quarter of 2009.  In accordance with Topic 805, previously reported third quarter 2009 results have been adjusted to reflect the impact of this additional information. These adjustments resulted in an increase in goodwill and other intangibles of $6.0 million, a net decrease in total assets of $2.2 million, a net decrease in total shareholders’ equity of $0.6 million and a net decrease in after-tax net income of $0.6 million.

The significant items that were adjusted in the previously reported third quarter 2009 results are as follows:

§ Goodwill for the Peoples transaction declined by $0.6 million, bringing the total recorded goodwill to $18.1 million. This was primarily due to an increase in other identifiable intangibles.

§ An after-tax reduction of $2.7 million to the bargain purchase gain recognized in the Irwin FDIC-assisted transaction, bringing the total adjusted after-tax bargain purchase gain to $238.4 million. This reduction was primarily the result of changes to the originally recorded carrying value of loans from the acquired balance sheet.

§ Recorded goodwill effective in the third quarter of 2009 in the amount of $5.4 million related to the purchase of the three banking centers from Irwin, as the estimated fair value of liabilities assumed exceed the estimated fair value of assets acquired.

§ Pre-tax net interest income increased $3.2 million as a result of additional accretion income on covered loans and the indemnification asset.

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Integration

During the fourth quarter of 2009, First Financial successfully completed the technology conversion and operational integration of Peoples. The company did not acquire the 19 banking properties and their contents on the acquisition date, but held a purchase option from the FDIC for each location. During the first quarter of 2010, First Financial exercised the option to purchase 17 locations at fair market values; however, a settlement date with the FDIC for the exercise of the purchase option has not yet been determined.

First Financial expects to complete the technology conversion and operational integration of Irwin later in the first quarter of 2010. In total, 27 Irwin banking centers were acquired in the FDIC transaction including 10 locations in the western part of the United States that are outside of the company’s strategic operating markets, and as a result, do not align with its long-term strategic plans. In late December, the company elected to close the St. Louis, Missouri location. Over the past several months, the company has worked to identify suitable financial institutions or business partners for the purpose of acquiring the nine remaining locations, either individually or collectively. Exit strategies, which are expected to coincide with the conversion and operational integration process, have been established for each location if suitable business partners are not identified. Late in the fourth quarter of 2009, First Financial sold $43.0 million in western market loans, at their unpaid principal balances. At December 31, 2009, the nine remaining offices combined had $684.3 million in unpaid principal balances on loans and $347.0 million in deposits.

The loans acquired from Irwin were purchased under a modified loan purchase agreement with the FDIC, whereby the FDIC was to retain the land acquisition, construction and development loans. As stated previously, this identification process has not yet concluded. To date, the company has identified approximately $73 million in loans that it believes should have been excluded from the original transaction settlement due to this criteria, and has filed a formal request to the FDIC for them to repurchase the loans. These loans remain in the company’s covered loan portfolio.

OUTLOOK

While it is First Financial’s historic practice not to provide earnings guidance, due to the material changes in the company over the past several months, the company is disclosing expectations regarding certain areas of its core operations that impact earnings:

§ Full year 2010 net interest margin is expected to be between 4.45% and 4.55%.  This is a decrease from the current quarter due to the expected and intentional runoff of higher yielding acquired loans

§ Full year earning assets are expected to decrease 7% to 9% when compared to fourth quarter 2009 average

§ Full year average deposits are expected to decrease 8% to 10% when compared to fourth quarter 2009 average due to expected wholesale and western states deposit runoff

§ Full year average loans are expected to decrease 5% to 7% when compared to fourth quarter 2009 average

§ Quarterly non-interest income is expected to be between $19.5 million and $21.0 million excluding non-core items

§ Quarterly non-interest expense is expected to be between $47.0 million and $48.5 million excluding temporary staff and other items deemed to be non-core

First Financial’s outlook for 2010 includes, but is not limited to the impact of certain factors such as inflation, unemployment, growth, and forward market interest rates. In addition, a material change in economic conditions would have an impact on expected 2010 performance. Please refer to the forward- looking statement found at the end of this news release for additional information.

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Forward-Looking Statements

This news release should be read in conjunction with the consolidated financial statements, notes and tables in First Financial Bancorp’s most recent Annual Report on Form 10-K for the year ended December 31, 2008. 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: management’s ability to effectively execute its business plan; the risk that the strength of the United States economy in general and the strength of the local economies in which we conduct operations may continue to deteriorate resulting in, among other things, a further deterioration in credit quality or a reduced demand for credit, including the resultant effect on our loan portfolio, allowance for loan and lease losses and overall financial performance; the ability of financial institutions to access sources of liquidity at a reasonable cost; the impact of recent upheaval in the financial markets and the effectiveness of domestic and international governmental actions taken in response, such as the U.S. Treasury’s Troubled Asset Relief Program and the Federal Deposit Insurance Corporation’s (“FDIC”) Temporary Liquidity Guarantee Program, and the effect of such governmental actions on us, our competitors and counterparties, financial markets generally and availability of credit specifically, and the U.S. and international economies, including potentially higher FDIC premiums arising from participation in the Temporary Liquidity Guarantee Program or from increased payments from FDIC insurance funds as a result of depositary institution failures; the effects of and changes in policies and laws of regulatory agencies, inflation and interest rates; technology changes; mergers and acquisitions, including costs or difficulties related to the integration of acquired companies, including our ability to successfully integrate the branches of Peoples Community Bank, Irwin Union Bank and Trust Company and Irwin Union Bank, F.S.B., which were acquired out of FDIC receivership, and the risk that exploring merger and acquisition opportunities may detract from management’s time and ability to successfully manage our company; expected cost savings in connection with the consolidation of recent acquisitions may not be fully realized or realized within the expected time frames, and deposit attrition, customer loss and revenue loss following completed acquisitions may be greater than expected; our ability to increase market share and control expenses; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and the SEC; adverse changes in the securities and debt markets; our success in recruiting and retaining the necessary personnel to support business growth and expansion and maintain sufficient expertise to support increasingly complex products and services; monetary and fiscal policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the U.S. government and other governmental initiatives affecting the financial services industry; our ability to manage loan delinquency and charge-off rates and changes in estimation of the adequacy of the allowance for loan losses; the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; the uncertainties arising from our continued participation in the TARP CPP, including impacts on employee recruitment and retention and other business practices, and uncertainties concerning the potential redemption of the U.S. Treasury’s preferred stock investment under the program, including the timing of, regulatory approvals for, and conditions placed upon, any such redemption; and our success at managing the risks involved in the foregoing. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to the 2008 Form 10-K and other public documents filed with the Securities and Exchange Commission (SEC), as well as the most recent Form 10-Q filing for the quarter ended September 30, 2009. These documents are available at no cost within the investor relations section of First Financial’s website at www.bankatfirst.com/investor and on the SEC's website at www.sec.gov.

About First Financial Bancorp

First Financial Bancorp is a Cincinnati, Ohio based bank holding company. At December 31, 2009, the company had $6.7 billion in assets, including $4.8 billion in total loans and $5.4 billion in deposits. Its banking subsidiary, First Financial Bank, N.A., founded in 1863, provides consumer and commercial banking products and services, and investment and insurance products through its retail banking center network. Currently First Financial Bank, N.A. operates 127 banking centers. Its strategic operating markets are located within the four state regions of Ohio, Indiana, Kentucky and Michigan where it operates 118 banking centers. The bank’s wealth management division, First Financial Wealth Resource Group, provides investment management, traditional trust, brokerage, private banking, and insurance services, and had approximately $2.2 billion in assets under management at December 31, 2009. Additional information about the company, including its products, services, and banking locations, is available at www.bankatfirst.com/investor.

Additional Information

Investors/Analysts Patti Forsythe Vice President, Investor Relations 513-979-5837 patti.forsythe@bankatfirst.com Media Cheryl Lipp First Vice President, Marketing Director 513-979-5797 cheryl.lipp@bankatfirst.com

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EX-99.2

Exhibit 99.2

FIRST FINANCIAL BANCORP.

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars in thousands, except per share)

(Unaudited)

	Three months ended,															Twelve months ended
	Dec. 31,			Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Dec. 31,
	2009			2009			2009			2009			2008			2009			2008
RESULTS OF OPERATIONS
Net interest income	$	73,182		$	40,664		$	31,209		$	30,928		$	30,129		$	175,983		$	116,202
Net income	$	13,795		$	225,566		$	1,450		$	5,735		$	2,084		$	246,546		$	22,962
Net income available to common shareholders	$	12,795		$	224,566		$	450		$	5,157		$	2,084		$	242,968		$	22,962
Net earnings per common share - basic	$	0.25		$	4.40		$	0.01		$	0.14		$	0.06		$	5.40		$	0.62
Net earnings per common share - diluted	$	0.25		$	4.36		$	0.01		$	0.14		$	0.06		$	5.33		$	0.61
Dividends declared per common share	$	0.10		$	0.10		$	0.10		$	0.10		$	0.17		$	0.40		$	0.68
KEY FINANCIAL RATIOS
Return on average assets		0.80	%		19.85	%		0.15	%		0.62	%		0.23	%		5.20	%		0.67	%
Return on average shareholders' equity		8.05	%		186.11	%		1.53	%		6.63	%		2.89	%		52.04	%		8.21	%
Return on average common shareholders' equity		8.44	%		221.29	%		0.60	%		7.67	%		2.97	%		61.43	%		8.27	%
Return on average tangible common shareholders' equity		9.37	%		260.04	%		0.66	%		8.57	%		3.32	%		72.27	%		9.24	%
Net interest margin		4.63	%		3.90	%		3.60	%		3.61	%		3.67	%		4.05	%		3.71	%
Net interest margin (fully tax equivalent) (1)		4.65	%		3.93	%		3.64	%		3.65	%		3.71	%		4.08	%		3.77	%
Ending equity as a percent of ending assets		10.11	%		9.24	%		11.81	%		9.29	%		9.42	%		10.11	%		9.42	%
Ending common equity as a percent of ending assets		8.92	%		8.16	%		9.74	%		7.24	%		7.31	%		8.92	%		7.31	%
Ending tangible common equity as a percent of:
Ending tangible assets		8.10	%		7.40	%		9.06	%		6.54	%		6.57	%		8.10	%		6.57	%
Risk-weighted assets		13.73	%		13.26	%		11.05	%		8.38	%		8.37	%		13.73	%		8.37	%
Average equity as a percent of average assets		9.90	%		10.66	%		10.04	%		9.29	%		8.04	%		9.99	%		8.16	%
Average common equity as a percent of average assets		8.76	%		8.93	%		7.98	%		7.22	%		7.82	%		8.34	%		8.11	%
Average tangible common equity as a percent of average tangible assets		7.96	%		7.70	%		7.27	%		6.51	%		7.05	%		7.18	%		7.31	%
Book value per common share	$	11.59		$	11.52		$	7.16		$	7.36		$	7.21		$	11.59		$	7.21
Tangible book value per common share	$	10.43		$	10.35		$	6.61		$	6.59		$	6.43		$	10.43		$	6.43
Tier 1 Ratio (2)		16.74	%		16.07	%		14.77	%		12.16	%		12.38	%		16.74	%		12.38	%
Total Capital Ratio (2)		18.00	%		17.32	%		16.02	%		13.39	%		13.62	%		18.00	%		13.62	%
Leverage Ratio (2)		9.57	%		14.41	%		12.02	%		9.51	%		10.00	%		9.57	%		10.00	%
AVERAGE BALANCE SHEET ITEMS
Loans (3)	$	2,929,850		$	2,886,729		$	2,744,063		$	2,717,097		$	2,690,895		$	2,820,202		$	2,661,546
Covered loans and FDIC indemnification asset		2,278,431			539,330			0			0			0			710,230			0
Investment securities		608,952			575,697			731,119			758,257			574,893			667,843			452,921
Interest-bearing deposits with other banks		447,999			136,210			8,614			7,291			1,737			151,198			18,603
Total earning assets	$	6,265,232		$	4,137,966		$	3,483,796		$	3,482,645		$	3,267,525		$	4,349,473		$	3,133,070
Total assets	$	6,863,923		$	4,508,809		$	3,784,458		$	3,777,510		$	3,566,051		$	4,741,514		$	3,426,275
Noninterest-bearing deposits	$	768,573		$	543,320		$	425,330		$	416,206		$	412,644		$	539,336		$	397,267
Interest-bearing deposits		4,781,908			3,065,377			2,408,054			2,405,700			2,367,121			3,171,496			2,400,136
Total deposits	$	5,550,481		$	3,608,697		$	2,833,384		$	2,821,906		$	2,779,765		$	3,710,832		$	2,797,403
Borrowings	$	471,916		$	377,406		$	542,578		$	566,808		$	474,655		$	489,109		$	321,539
Shareholders' equity	$	679,840		$	480,839		$	379,944		$	350,857		$	286,582		$	473,793		$	279,709
CREDIT QUALITY RATIOS (excluding covered assets)
Allowance to ending loans		2.05	%		1.94	%		1.34	%		1.33	%		1.34	%		2.05	%		1.34	%
Allowance to nonaccrual loans		82.77	%		92.17	%		102.81	%		147.57	%		199.51	%		82.77	%		199.51	%
Allowance to nonperforming loans		76.25	%		87.68	%		102.27	%		146.38	%		197.27	%		76.25	%		197.27	%
Nonperforming loans to total loans		2.69	%		2.21	%		1.31	%		0.91	%		0.68	%		2.69	%		0.68	%
Nonperforming assets to ending loans, plus OREO		2.83	%		2.36	%		1.48	%		1.04	%		0.83	%		2.83	%		0.83	%
Nonperforming assets to total assets		1.23	%		0.94	%		1.14	%		0.75	%		0.60	%		1.23	%		0.60	%
Net charge-offs to average loans (annualized)		1.53	%		1.31	%		1.19	%		0.55	%		0.73	%		1.16	%		0.47	%

(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) December 31, 2009 regulatory capital ratios are preliminary.

(3) Includes loans held for sale.

- 14 -

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands)

(Unaudited)

	Three months ended,									Twelve months ended,
	Dec. 31,									Dec. 31,
	2009			2008			% Change			2009			2008			% Change
Interest income
Loans, including fees	$	81,471		$	37,864			115.2	%	$	195,917		$	159,985			22.5	%
Investment securities
Taxable		6,422			6,697			(4.1	)%		29,376			19,954			47.2	%
Tax-exempt		320			519			(38.3	)%		1,492			2,733			(45.4	)%
Total investment securities interest		6,742			7,216			(6.6	)%		30,868			22,687			36.1	%
Other earning assets		5,132			6			85433.3	%		6,443			633			917.9	%
Total interest income		93,345			45,086			107.0	%		233,228			183,305			27.2	%
Interest expense
Deposits		17,207			12,015			43.2	%		47,580			57,997			(18.0	)%
Short-term borrowings		23			1,186			(98.1	)%		1,318			4,828			(72.7	)%
Long-term borrowings		2,611			1,395			87.2	%		7,145			2,892			147.1	%
Subordinated debentures and capital securities		322			361			(10.8	)%		1,202			1,386			(13.3	)%
Total interest expense		20,163			14,957			34.8	%		57,245			67,103			(14.7	)%
Net interest income		73,182			30,129			142.9	%		175,983			116,202			51.4	%
Provision for loan and lease losses		14,812			10,475			41.4	%		56,084			19,410			188.9	%
Net interest income after provision for loan and lease losses		58,370			19,654			197.0	%		119,899			96,792			23.9	%
Noninterest income
Service charges on deposit accounts		5,886			4,752			23.9	%		19,662			19,658			0.0	%
Trust and wealth management fees		3,584			3,745			(4.3	)%		13,465			17,411			(22.7	)%
Bankcard income		1,869			1,457			28.3	%		5,961			5,653			5.4	%
Net gains from sales of loans		341			321			6.2	%		1,196			1,104			8.3	%
Gains on sales of investment securities		0			0			N/M			3,349			1,585			111.3	%
Gain on acquisition		0			0			N/M			379,086			0			N/M
(Loss) income on preferred securities		(138	)		(137	)		0.7	%		139			(3,738	)		(103.7	)%
Other		12,607			2,510			402.3	%		18,449			10,076			83.1	%
Total noninterest income		24,149			12,648			90.9	%		441,307			51,749			752.8	%
Noninterest expenses
Salaries and employee benefits		30,141			17,015			77.1	%		86,068			66,862			28.7	%
Net occupancy		7,290			2,635			176.7	%		16,202			10,635			52.3	%
Furniture and equipment		2,527			1,748			44.6	%		8,054			6,708			20.1	%
Data processing		890			840			6.0	%		3,475			3,238			7.3	%
Marketing		1,283			935			37.2	%		3,494			2,548			37.1	%
Communication		1,169			704			66.1	%		3,246			2,859			13.5	%
Professional services		2,605			912			185.6	%		6,032			3,463			74.2	%
State intangible tax		564			435			29.7	%		2,508			2,506			0.1	%
FDIC expense		1,529			158			867.7	%		6,847			363			1786.2	%
Other		13,609			4,465			204.8	%		34,712			15,994			117.0	%
Total noninterest expenses		61,607			29,847			106.4	%		170,638			115,176			48.2	%
Income before income taxes		20,912			2,455			751.8	%		390,568			33,365			1070.6	%
Income tax expense		7,117			371			1818.3	%		144,022			10,403			1284.4	%
Net income		13,795			2,084			561.9	%		246,546			22,962			973.7	%
Dividends on preferred stock		1,000			0			N/M			3,578			0			N/M
Income available to common shareholders	$	12,795		$	2,084			514.0	%	$	242,968		$	22,962			958.1	%
ADDITIONAL DATA
Net earnings per common share - basic	$	0.25		$	0.06					$	5.40		$	0.62
Net earnings per common share - diluted	$	0.25		$	0.06					$	5.33		$	0.61
Dividends declared per common share	$	0.10		$	0.17					$	0.40		$	0.68
Return on average assets		0.80	%		0.23	%					5.20	%		0.67	%
Return on average shareholders' equity		8.05	%		2.89	%					52.04	%		8.21	%
Interest income	$	93,345		$	45,086			107.0	%	$	233,228		$	183,305			27.2	%
Tax equivalent adjustment		295			360			(18.1	)%		1,265			1,808			(30.0	)%
Interest income - tax equivalent		93,640			45,446			106.0	%		234,493			185,113			26.7	%
Interest expense		20,163			14,957			34.8	%		57,245			67,103			(14.7	)%
Net interest income - tax equivalent	$	73,477		$	30,489			141.0	%	$	177,248		$	118,010			50.2	%
Net interest margin		4.63	%		3.67	%					4.05	%		3.71	%
Net interest margin (fully tax equivalent) (1)		4.65	%		3.71	%					4.08	%		3.77	%
Full-time equivalent employees (2)		1,390			1,061

(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 income on a fully tax equivalent basis.  Therefore, management believes, these measures provided useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

(2) Does not include associates from acquisitions that are currently in a temporary hire status.

N/M = Not meaningful.

- 15 -

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands)

(Unaudited)

	2009
	Fourth			Third			Second			First						% Change
	Quarter			Quarter			Quarter			Quarter			Full Year			Linked Qtr.
Interest income
Loans, including fees	$	81,471		$	46,811		$	33,978		$	33,657		$	195,917			74.0	%
Investment securities
Taxable		6,422			6,241			8,023			8,690			29,376			2.9	%
Tax-exempt		320			352			386			434			1,492			(9.1	)%
Total investment securities interest		6,742			6,593			8,409			9,124			30,868			2.3	%
Other earning assets		5,132			1,311			0			0			6,443			N/M
Total interest income		93,345			54,715			42,387			42,781			233,228			70.6	%
Interest expense
Deposits		17,207			11,490			9,080			9,803			47,580			49.8	%
Short-term borrowings		23			261			527			507			1,318			(91.2	)%
Long-term borrowings		2,611			1,977			1,251			1,306			7,145			32.1	%
Subordinated debentures and capital securities		322			323			320			237			1,202			(0.3	)%
Total interest expense		20,163			14,051			11,178			11,853			57,245			43.5	%
Net interest income		73,182			40,664			31,209			30,928			175,983			80.0	%
Provision for loan and lease losses		14,812			26,655			10,358			4,259			56,084			(44.4	)%
Net interest income after provision for loan and lease losses		58,370			14,009			20,851			26,669			119,899			316.7	%
Noninterest income
Service charges on deposit accounts		5,886			5,408			4,289			4,079			19,662			8.8	%
Trust and wealth management fees		3,584			3,339			3,253			3,289			13,465			7.3	%
Bankcard income		1,869			1,379			1,422			1,291			5,961			35.5	%
Net gains from sales of loans		341			63			408			384			1,196			441.3	%
Gains on sales of investment securities		0			0			3,349			0			3,349			N/M
Gain on acquisition		0			379,086			0			0			379,086			(100.0	)%
(Loss) income on preferred securities		(138	)		154			112			11			139			(189.6	)%
Other		12,607			1,599			1,264			2,979			18,449			688.4	%
Total noninterest income		24,149			391,028			14,097			12,033			441,307			(93.8	)%
Noninterest expenses
Salaries and employee benefits		30,141			22,051			16,223			17,653			86,068			36.7	%
Net occupancy		7,290			3,442			2,653			2,817			16,202			111.8	%
Furniture and equipment		2,527			1,874			1,851			1,802			8,054			34.8	%
Data processing		890			973			794			818			3,475			(8.5	)%
Marketing		1,283			871			700			640			3,494			47.3	%
Communication		1,169			737			669			671			3,246			58.6	%
Professional services		2,605			1,220			1,254			953			6,032			113.5	%
State intangible tax		564			628			648			668			2,508			(10.2	)%
FDIC expense		1,529			1,612			3,424			282			6,847			(5.1	)%
Other		13,609			12,893			4,580			3,630			34,712			5.6	%
Total noninterest expenses		61,607			46,301			32,796			29,934			170,638			33.1	%
Income before income taxes		20,912			358,736			2,152			8,768			390,568			(94.2	)%
Income tax expense		7,117			133,170			702			3,033			144,022			(94.7	)%
Net income		13,795			225,566			1,450			5,735			246,546			(93.9	)%
Dividends on preferred stock		1,000			1,000			1,000			578			3,578			0.0	%
Income available to common shareholders	$	12,795		$	224,566		$	450		$	5,157		$	242,968			(94.3	)%
ADDITIONAL DATA
Net earnings per common share - basic	$	0.25		$	4.40		$	0.01		$	0.14		$	5.40
Net earnings per common share - diluted	$	0.25		$	4.36		$	0.01		$	0.14		$	5.33
Dividends declared per common share	$	0.10		$	0.10		$	0.10		$	0.10		$	0.40
Return on average assets		0.80	%		19.85	%		0.15	%		0.62	%		5.20	%
Return on average shareholders' equity		8.05	%		186.11	%		1.53	%		6.63	%		52.04	%
Interest income	$	93,345		$	54,715		$	42,387		$	42,781		$	233,228			70.6	%
Tax equivalent adjustment		295			300			307			363			1,265			(1.7	)%
Interest income – tax equivalent		93,640			55,015			42,694			43,144			234,493			70.2	%
Interest expense		20,163			14,051			11,178			11,853			57,245			43.5	%
Net interest income - tax equivalent	$	73,477		$	40,964		$	31,516		$	31,291		$	177,248			79.4	%
Net interest margin		4.63	%		3.90	%		3.60	%		3.61	%		4.05	%
Net interest margin (fully tax equivalent) (1)		4.65	%		3.93	%		3.64	%		3.65	%		4.08	%
Full-time equivalent employees (2)		1,390			1,150			1,048			1,063

(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 income on a fully tax equivalent basis.  Therefore, management believes, these measures provided useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

(2) Does not include associates from acquisitions that are currently in a temporary hire status.

N/M = Not meaningful.

- 16 -

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands)

(Unaudited)

	2008
	Fourth			Third			Second			First			Full
	Quarter			Quarter			Quarter			Quarter			Year
Interest income
Loans, including fees	$	37,864		$	39,754		$	39,646		$	42,721		$	159,985
Investment securities
Taxable		6,697			5,349			4,387			3,521			19,954
Tax-exempt		519			631			792			791			2,733
Total investment securities interest		7,216			5,980			5,179			4,312			22,687
Other earning assets		6			22			40			565			633
Total interest income		45,086			45,756			44,865			47,598			183,305
Interest expense
Deposits		12,015			13,608			14,635			17,739			57,997
Short-term borrowings		1,186			1,720			1,130			792			4,828
Long-term borrowings		1,395			707			384			406			2,892
Subordinated debentures and capital securities		361			311			302			412			1,386
Total interest expense		14,957			16,346			16,451			19,349			67,103
Net interest income		30,129			29,410			28,414			28,249			116,202
Provision for loan and lease losses		10,475			3,219			2,493			3,223			19,410
Net interest income after provision for loan and lease losses		19,654			26,191			25,921			25,026			96,792
Noninterest income
Service charges on deposit accounts		4,752			5,348			4,951			4,607			19,658
Trust and wealth management fees		3,745			4,390			4,654			4,622			17,411
Bankcard income		1,457			1,405			1,493			1,298			5,653
Net gains from sales of loans		321			376			188			219			1,104
Gains on sales of investment securities		0			0			0			1,585			1,585
(Loss) income on preferred securities		(137	)		(3,400	)		(221	)		20			(3,738	)
Other		2,510			2,359			2,683			2,524			10,076
Total noninterest income		12,648			10,478			13,748			14,875			51,749
Noninterest expenses
Salaries and employee benefits		17,015			16,879			15,895			17,073			66,862
Net occupancy		2,635			2,538			2,510			2,952			10,635
Furniture and equipment		1,748			1,690			1,617			1,653			6,708
Data processing		840			791			814			793			3,238
Marketing		935			622			474			517			2,548
Communication		704			601			749			805			2,859
Professional services		912			729			1,061			761			3,463
State intangible tax		435			697			688			686			2,506
FDIC expense		158			115			121			127			521
Other		4,465			3,678			4,040			3,653			15,836
Total noninterest expenses		29,847			28,340			27,969			29,020			115,176
Income before income taxes		2,455			8,329			11,700			10,881			33,365
Income tax expense		371			2,597			3,892			3,543			10,403
Net income		2,084			5,732			7,808			7,338			22,962
Dividends on preferred stock		0			0			0			0			0
Net income available to common shareholders	$	2,084		$	5,732		$	7,808		$	7,338		$	22,962
ADDITIONAL DATA
Net earnings per common share - basic	$	0.06		$	0.15		$	0.21		$	0.20		$	0.62
Net earnings per common share - diluted	$	0.06		$	0.15		$	0.21		$	0.20		$	0.61
Dividends declared per common share	$	0.17		$	0.17		$	0.17		$	0.17		$	0.68
Return on average assets		0.23	%		0.66	%		0.93	%		0.89	%		0.67	%
Return on average shareholders' equity		2.89	%		8.24	%		11.26	%		10.66	%		8.21	%
Interest income	$	45,086		$	45,756		$	44,865		$	47,598		$	183,305
Tax equivalent adjustment		360			424			510			514			1,808
Interest income - tax equivalent		45,446			46,180			45,375			48,112			185,113
Interest expense		14,957			16,346			16,451			19,349			67,103
Net interest income - tax equivalent	$	30,489		$	29,834		$	28,924		$	28,763		$	118,010
Net interest margin		3.67	%		3.68	%		3.72	%		3.78	%		3.71	%
Net interest margin (fully tax equivalent) (1)		3.71	%		3.73	%		3.78	%		3.85	%		3.77	%
Full-time equivalent employees		1,061			1,052			1,058			1,056

(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 income on a fully tax equivalent basis.  Therefore, management believes, these measures provided useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

N/M = Not meaningful.

- 17 -

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

	Dec. 31,			Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			% Change			% Change
	2009			2009			2009			2009			2008			Linked Qtr.			Comparable Qtr.
ASSETS
Cash and due from banks	$	344,150		$	243,924		$	74,347		$	72,508		$	100,935			41.1	%		241.0	%
Interest-bearing deposits with other banks		262,017			728,853			6,591			7,055			0			(64.1	)%		N/M
Investment securities trading		200			338			184			72			61			(40.8	)%		227.9	%
Investment securities available-for-sale		471,002			523,355			528,179			732,868			659,756			(10.0	)%		(28.6	)%
Investment securities held-to-maturity		18,115			17,928			4,536			4,701			4,966			1.0	%		264.8	%
Other investments		89,830			87,693			27,976			27,976			27,976			2.4	%		221.1	%
Loans held for sale		8,052			2,729			6,193			6,342			3,854			195.1	%		108.9	%
Loans
Commercial		798,622			818,608			876,730			850,111			807,720			(2.4	)%		(1.1	)%
Real estate - construction		253,223			245,535			266,452			251,115			232,989			3.1	%		8.7	%
Real estate - commercial		1,079,628			1,037,121			988,901			859,303			846,673			4.1	%		27.5	%
Real estate - residential		321,047			331,678			337,704			360,013			383,599			(3.2	)%		(16.3	)%
Installment		82,989			86,940			88,370			91,767			98,581			(4.5	)%		(15.8	)%
Home equity		328,940			324,340			307,749			298,000			286,110			1.4	%		15.0	%
Credit card		29,027			27,713			27,023			26,191			27,538			4.7	%		5.4	%
Lease financing		14			19			25			45			50			(26.3	)%		(72.0	)%
Total loans, excluding covered loans		2,893,490			2,871,954			2,892,954			2,736,545			2,683,260			0.7	%		7.8	%
Covered loans		1,929,549			2,041,691			0			0			0			N/M			N/M
Total loans		4,823,039			4,913,645			2,892,954			2,736,545			2,683,260			(1.8	)%		79.7	%
Less
Allowance for loan and lease losses		59,311			55,770			38,649			36,437			35,873			6.3	%		65.3	%
Net loans		4,763,728			4,857,875			2,854,305			2,700,108			2,647,387			(1.9	)%		79.9	%
Premises and equipment		107,351			106,401			86,216			85,385			84,105			0.9	%		27.6	%
Goodwill		51,908			51,908			28,261			28,261			28,261			0.0	%		83.7	%
Other intangibles		7,461			8,094			465			500			1,002			(7.8	)%		644.6	%
OREO covered by loss share		12,916			11,057			0			0			0			16.8	%		N/M
FDIC indemnification asset		316,040			316,389			0			0			0			(0.1	)%		N/M
Accrued interest and other assets		228,353			301,162			166,100			143,420			140,839			(24.2	)%		62.1	%
Total Assets	$	6,681,123		$	7,257,706		$	3,783,353		$	3,809,196		$	3,699,142			(7.9	)%		80.6	%
LIABILITIES
Deposits
Interest-bearing	$	1,356,249		$	1,364,556		$	599,365		$	622,263		$	636,945			(0.6	)%		112.9	%
Savings		1,010,469			965,750			657,300			705,229			583,081			4.6	%		73.3	%
Time		2,229,400			2,703,392			1,111,399			1,137,398			1,150,208			(17.5	)%		93.8	%
Total interest-bearing deposits		4,596,118			5,033,698			2,368,064			2,464,890			2,370,234			(8.7	)%		93.9	%
Noninterest-bearing		754,522			802,286			423,781			427,068			413,283			(6.0	)%		82.6	%
Total deposits		5,350,640			5,835,984			2,791,845			2,891,958			2,783,517			(8.3	)%		92.2	%
Short-term borrowings
Federal funds purchased and securities sold under agreements to repurchase		37,430			35,763			206,777			162,549			147,533			4.7	%		(74.6	)%
Federal Home Loan Bank		0			65,000			125,000			160,000			150,000			(100.0	)%		(100.0	)%
Other		0			0			25,000			40,000			57,000			N/M			(100.0	)%
Total short-term borrowings		37,430			100,763			356,777			362,549			354,533			(62.9	)%		(89.4	)%
Long-term debt		404,716			410,356			135,908			136,832			148,164			(1.4	)%		173.2	%
Other long-term debt		20,620			20,620			20,620			20,620			20,620			0.0	%		0.0	%
Accrued interest and other liabilities		192,550			219,357			31,567			43,477			43,981			(12.2	)%		337.8	%
Total Liabilities		6,005,956			6,587,080			3,336,717			3,455,436			3,350,815			(8.8	)%		79.2	%
SHAREHOLDERS' EQUITY
Preferred stock		79,195			78,271			78,173			78,075			78,019			1.2	%		1.5	%
Common stock		490,532			490,854			490,292			394,887			394,169			(0.1	)%		24.4	%
Retained earnings		301,328			293,610			74,285			77,695			76,339			2.6	%		294.7	%
Accumulated other comprehensive loss		(10,487	)		(6,659	)		(10,700	)		(8,564	)		(11,905	)		57.5	%		(11.9	)%
Treasury stock, at cost		(185,401	)		(185,450	)		(185,414	)		(188,333	)		(188,295	)		(0.0	)%		(1.5	)%
Total Shareholders' Equity		675,167			670,626			446,636			353,760			348,327			0.7	%		93.8	%
Total Liabilities and Shareholders' Equity	$	6,681,123		$	7,257,706		$	3,783,353		$	3,809,196		$	3,699,142			(7.9	)%		80.6	%

N/M = Not meaningful.

- 18 -

FIRST FINANCIAL BANCORP.

AVERAGE CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

	Quarterly Averages															Year-to-Date Averages
	Dec. 31,			Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Dec. 31,
	2009			2009			2009			2009			2008			2009			2008
ASSETS
Cash and due from banks	$	274,601		$	107,216		$	72,402		$	78,359		$	87,307		$	133,611		$	86,265
Interest-bearing deposits with other banks		447,999			136,210			8,614			7,291			1,737			151,198			18,603
Investment securities		608,952			575,697			731,119			758,257			574,893			667,843			452,921
Loans held for sale		2,936			2,629			5,942			5,085			1,876			4,138			2,525
Loans
Commercial		839,456			855,996			843,183			825,399			809,869			841,088			803,945
Real estate - construction		256,915			261,601			257,487			242,750			220,839			254,746			188,763
Real estate - commercial		1,048,650			1,002,073			869,985			858,403			830,121			945,456			771,014
Real estate - residential		333,858			333,981			348,834			372,853			417,499			347,238			486,568
Installment		87,825			87,506			89,857			94,881			102,814			89,991			116,851
Home equity		332,169			315,629			302,159			291,038			280,900			310,376			265,362
Credit card		28,025			27,292			26,577			26,641			26,902			27,138			26,348
Lease financing		16			22			39			47			75			31			170
Total loans, excluding covered loans		2,926,914			2,884,100			2,738,121			2,712,012			2,689,019			2,816,064			2,659,021
Covered loans		1,968,136			460,943			0			0			0			612,261			0
Total loans		4,895,050			3,345,043			2,738,121			2,712,012			2,689,019			3,428,325			2,659,021
Less
Allowance for loan and lease losses		54,164			42,034			36,644			37,189			29,710			42,553			29,391
Net loans		4,840,886			3,303,009			2,701,477			2,674,823			2,659,309			3,385,772			2,629,630
Premises and equipment		106,999			91,252			85,433			84,932			83,307			92,212			80,561
Goodwill		51,627			64,309			28,261			28,261			28,261			43,368			28,261
Other intangibles		7,885			2,553			489			982			613			2,995			646
OREO covered by loss share		11,383			7,065			0			0			0			4,650			0
FDIC indemnification asset		310,295			78,387			0			0			0			97,969			0
Accrued interest and other assets		200,360			140,482			150,721			139,520			128,748			157,758			126,863
Total Assets	$	6,863,923		$	4,508,809		$	3,784,458		$	3,777,510		$	3,566,051		$	4,741,514		$	3,426,275
LIABILITIES
Deposits
Interest-bearing	$	1,424,199		$	745,604		$	630,885		$	642,934		$	611,129		$	862,730		$	608,708
Savings		978,842			835,615			645,197			620,509			604,370			771,202			610,875
Time		2,378,867			1,484,158			1,131,972			1,142,257			1,151,622			1,537,564			1,180,553
Total interest-bearing deposits		4,781,908			3,065,377			2,408,054			2,405,700			2,367,121			3,171,496			2,400,136
Noninterest-bearing		768,573			543,320			425,330			416,206			412,644			539,336			397,267
Total deposits		5,550,481			3,608,697			2,833,384			2,821,906			2,779,765			3,710,832			2,797,403
Short-term borrowings
Federal funds purchased and securities sold under agreements to repurchase		41,456			55,197			176,592			127,652			98,690			99,865			46,913
Federal Home Loan Bank		1,096			72,855			169,341			218,100			150,867			114,637			118,550
Other		0			22,826			39,836			56,078			53,044			29,512			56,680
Total short-term borrowings		42,552			150,878			385,769			401,830			302,601			244,014			222,143
Long-term debt		408,744			205,908			136,189			144,358			151,434			224,475			78,776
Other long-term debt		20,620			20,620			20,620			20,620			20,620			20,620			20,620
Total borrowed funds		471,916			377,406			542,578			566,808			474,655			489,109			321,539
Accrued interest and other liabilities		161,686			41,867			28,552			37,939			25,049			67,780			27,624
Total Liabilities		6,184,083			4,027,970			3,404,514			3,426,653			3,279,469			4,267,721			3,146,566
SHAREHOLDERS' EQUITY
Preferred stock		78,573			78,221			78,126			78,038			7,805			78,241			1,962
Common stock		490,889			490,596			418,086			394,500			391,601			448,897			390,946
Retained earnings		302,159			106,729			78,296			77,317			81,932			141,647			81,396
Accumulated other comprehensive loss		(6,372	)		(9,290	)		(7,936	)		(10,677	)		(6,462	)		(8,559	)		(6,069	)
Treasury stock, at cost		(185,409	)		(185,417	)		(186,628	)		(188,321	)		(188,294	)		(186,433	)		(188,526	)
Total Shareholders' Equity		679,840			480,839			379,944			350,857			286,582			473,793			279,709
Total Liabilities and Shareholders' Equity	$	6,863,923		$	4,508,809		$	3,784,458		$	3,777,510		$	3,566,051		$	4,741,514		$	3,426,275

- 19 -

FIRST FINANCIAL BANCORP.

NET INTEREST MARGIN RATE / VOLUME ANALYSIS (1)

(Dollars in thousands)

(Unaudited)

	Quarterly Averages																		Year-to-Date Averages
	Dec. 31, 2009						Sep. 30, 2009						Dec. 31, 2008						Dec. 31, 2009						Dec. 31, 2008
	Balance			Yield			Balance			Yield			Balance			Yield			Balance			Yield			Balance			Yield
Earning assets
Investment securities	$	608,952			4.39	%	$	575,697			4.54	%	$	574,893			4.99	%	$	667,843			4.62	%	$	452,921			5.01	%
Interest-bearing deposits with other banks		447,999			0.18	%		136,210			0.25	%		1,737			1.37	%		151,198			0.14	%		18,603			3.40	%
Gross loans, including covered loans and indemnification asset (2)		5,208,281			6.58	%		3,426,059			5.57	%		2,690,895			5.60	%		3,530,432			5.73	%		2,661,546			6.01	%
Total earning assets		6,265,232			5.91	%		4,137,966			5.25	%		3,267,525			5.49	%		4,349,473			5.36	%		3,133,070			5.85	%
Nonearning assets
Allowance for loan and lease losses		(54,164	)					(42,034	)					(29,710	)					(42,553	)					(29,391	)
Cash and due from banks		274,601						107,216						87,307						133,611						86,265
Accrued interest and other assets		378,254						305,661						240,929						300,983						236,331
Total assets	$	6,863,923					$	4,508,809					$	3,566,051					$	4,741,514					$	3,426,275
Interest-bearing liabilities
Total interest-bearing deposits	$	4,781,908			1.43	%	$	3,065,377			1.49	%	$	2,367,121			2.02	%	$	3,171,496			1.50	%	$	2,400,136			2.42	%
Borrowed funds
Short-term borrowings		42,552			0.21	%		150,878			0.69	%		302,601			1.56	%		244,014			0.54	%		222,143			2.17	%
Long-term debt		408,744			2.53	%		205,908			3.81	%		151,434			3.66	%		224,475			3.18	%		78,776			3.67	%
Other long-term debt		20,620			6.20	%		20,620			6.21	%		20,620			6.96	%		20,620			5.83	%		20,620			6.72	%
Total borrowed funds		471,916			2.49	%		377,406			2.69	%		474,655			2.47	%		489,109			1.98	%		321,539			2.83	%
Total interest-bearing liabilities		5,253,824			1.52	%		3,442,783			1.62	%		2,841,776			2.09	%		3,660,605			1.56	%		2,721,675			2.47	%
Noninterest-bearing liabilities
Noninterest-bearing demand deposits		768,573						543,320						412,644						539,336						397,267
Other liabilities		161,686						41,867						25,049						67,780						27,624
Shareholders' equity		679,840						480,839						286,582						473,793						279,709
Total liabilities & shareholders' equity	$	6,863,923					$	4,508,809					$	3,566,051					$	4,741,514					$	3,426,275
Net interest income (1)	$	73,182					$	40,664					$	30,129					$	175,983					$	116,202
Net interest spread (1)					4.39	%					3.63	%					3.40	%					3.80	%					3.39	%
Net interest margin (1)					4.63	%					3.90	%					3.67	%					4.05	%					3.71	%

(1) Not tax equivalent.

(2) Loans held for sale, nonaccrual loans, covered loans, and indemnification asset are included in gross loans.

- 20 -

FIRST FINANCIAL BANCORP.

NET INTEREST MARGIN RATE / VOLUME ANALYSIS (1)

(Dollars in thousands)

(Unaudited)

	Linked Qtr. Income Variance									Comparable Qtr. Income Variance									Year-to-Date Income Variance
	Rate			Volume			Total			Rate			Volume			Total			Rate			Volume		Total
Earning assets
Investment securities	$	(219	)	$	368		$	149		$	(851	)	$	377		$	(474	)	$	(1,753	)	$	9,934	$	8,181
Interest-bearing deposits with other banks		63			145			208			(5	)		207			202			(607	)		182		(425	)
Gross loans, including covered loans and indemnification asset (2)		8,709			29,564			38,273			6,773			41,758			48,531			(7,585	)		49,752		42,167
Total earning assets		8,553			30,077			38,630			5,917			42,342			48,259			(9,945	)		59,868		49,923
Interest-bearing liabilities
Total interest-bearing deposits	$	(460	)	$	6,177		$	5,717		$	(3,497	)	$	8,689		$	5,192		$	(21,989	)	$	11,572	$	(10,417	)
Borrowed funds
Short-term borrowings		(179	)		(59	)		(238	)		(1,022	)		(141	)		(1,163	)		(3,628	)		118		(3,510	)
Long-term debt		(662	)		1,296			634			(428	)		1,644			1,216			(385	)		4,638		4,253
Other long-term debt		(1	)		-			(1	)		(39	)		-			(39	)		(184	)		-		(184	)
Total borrowed funds		(842	)		1,237			395			(1,489	)		1,503			14			(4,197	)		4,756		559
Total interest-bearing liabilities		(1,302	)		7,414			6,112			(4,986	)		10,192			5,206			(26,186	)		16,328		(9,858	)
Net interest income (1)	$	9,855		$	22,663		$	32,518		$	10,903		$	32,150		$	43,053		$	16,241		$	43,540	$	59,781

(1) Not tax equivalent.

(2) Loans held for sale, nonaccrual loans, covered loans, and indemnification asset are included in gross loans.

- 21 -

FIRST FINANCIAL BANCORP.

CREDIT QUALITY

(excluding covered assets)

(Dollars in thousands)

(Unaudited)

	Dec. 31,			Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Full Year			Full Year
	2009			2009			2009			2009			2008			2009			2008
ALLOWANCE FOR LOAN AND LEASE LOSS ACTIVITY
Balance at beginning of period	$	55,770		$	38,649		$	36,437		$	35,873		$	30,353			35,873		$	29,057
Provision for loan and lease losses		14,812			26,655			10,358			4,259			10,475			56,084			19,410
Gross charge-offs
Commercial		1,143			2,924			4,707			2,521			2,168			11,295			5,227
Real estate - construction		6,788			4,552			1,340			0			0			12,680			0
Real estate - commercial		1,854			927			1,351			382			2,083			4,514			3,526
Real estate - residential		262			471			351			231			47			1,315			648
Installment		449			315			304			400			493			1,468			1,963
Home equity		1,105			382			332			218			238			2,037			1,549
All other		454			492			386			308			374			1,640			1,724
Total gross charge-offs		12,055			10,063			8,771			4,060			5,403			34,949			14,637
Recoveries
Commercial		148			91			333			60			165			632			654
Real estate - construction		0			0			0			0			0			0			0
Real estate - commercial		360			167			14			16			40			557			99
Real estate - residential		3			2			20			2			5			27			25
Installment		195			205			203			254			189			857			975
Home equity		6			9			1			0			0			16			30
All other		72			55			54			33			49			214			260
Total recoveries		784			529			625			365			448			2,303			2,043
Total net charge-offs		11,271			9,534			8,146			3,695			4,955			32,646			12,594
Ending allowance for loan and lease losses	$	59,311		$	55,770		$	38,649		$	36,437		$	35,873			59,311		$	35,873
NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES (ANNUALIZED)
Commercial		0.47	%		1.31	%		2.08	%		1.21	%		0.98	%		1.27	%		0.57	%
Real estate - construction		10.48	%		6.90	%		2.09	%		0.00	%		0.00	%		4.98	%		0.00	%
Real estate - commercial		0.57	%		0.30	%		0.62	%		0.17	%		0.98	%		0.42	%		0.44	%
Real estate - residential		0.31	%		0.56	%		0.38	%		0.25	%		0.04	%		0.37	%		0.13	%
Installment		1.15	%		0.50	%		0.45	%		0.62	%		1.18	%		0.68	%		0.85	%
Home equity		1.31	%		0.47	%		0.44	%		0.30	%		0.34	%		0.65	%		0.57	%
All other		5.40	%		6.35	%		5.00	%		4.18	%		4.79	%		5.25	%		5.52	%
Total net charge-offs		1.53	%		1.31	%		1.19	%		0.55	%		0.73	%		1.16	%		0.47	%
COMPONENTS OF NONPERFORMING LOANS, NONPERFORMING ASSETS, AND UNDERPERFORMING ASSETS
Nonaccrual loans
Commercial	$	13,756		$	13,244		$	8,100		$	8,412		$	5,930		$	13,756		$	5,930
Real estate - construction		35,604			26,575			11,936			240			240			35,604			240
Real estate - commercial		15,320			12,407			10,130			9,170			4,779			15,320			4,779
Real estate - residential		3,993			5,253			4,897			4,724			5,363			3,993			5,363
Installment		660			493			394			464			459			660			459
Home equity		2,324			2,534			2,136			1,681			1,204			2,324			1,204
All other		0			0			0			0			6			0			6
Total nonaccrual loans		71,657			60,506			37,593			24,691			17,981			71,657			17,981
Restructured loans		6,125			3,102			197			201			204			6,125			204
Total nonperforming loans		77,782			63,608			37,790			24,892			18,185			77,782			18,185
Other real estate owned (OREO)		4,145			4,301			5,166			3,513			4,028			4,145			4,028
Total nonperforming assets		81,927			67,909			42,956			28,405			22,213			81,927			22,213
Accruing loans past due 90 days or more		417			308			318			255			138			417			138
Total underperforming assets	$	82,344		$	68,217		$	43,274		$	28,660		$	22,351		$	82,344		$	22,351
Total classified assets	$	163,451		$	137,288		$	106,315		$	79,256		$	67,393		$	163,451		$	67,393
CREDIT QUALITY RATIOS
Allowance for loan and lease losses to
Nonaccrual loans		82.77	%		92.17	%		102.81	%		147.57	%		199.51	%		82.77	%		199.51	%
Nonperforming loans		76.25	%		87.68	%		102.27	%		146.38	%		197.27	%		76.25	%		197.27	%
Total ending loans		2.05	%		1.94	%		1.34	%		1.33	%		1.34	%		2.05	%		1.34	%
Nonperforming loans to total loans		2.69	%		2.21	%		1.31	%		0.91	%		0.68	%		2.69	%		0.68	%
Nonperforming assets to
Ending loans, plus OREO		2.83	%		2.36	%		1.48	%		1.04	%		0.83	%		2.83	%		0.83	%
Total assets		1.23	%		0.94	%		1.14	%		0.75	%		0.60	%		1.23	%		0.60	%

- 22 -

FIRST FINANCIAL BANCORP.

CAPITAL ADEQUACY

(Dollars in thousands)

(Unaudited)

																Twelve months ended,
	Dec. 31,			Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Dec. 31,			Dec. 31,
	2009			2009			2009			2009			2008			2009			2008
PER COMMON SHARE
Market Price
High	$	15.48		$	12.07		$	11.92		$	12.10		$	14.30		$	15.48		$	14.80
Low	$	11.83		$	7.52		$	7.35		$	5.58		$	10.81		$	5.58		$	8.10
Close	$	14.56		$	12.05		$	7.53		$	9.53		$	12.39		$	14.56		$	12.39
Average common shares outstanding - basic		51,030,661			51,027,887			40,734,254			37,142,531			37,133,725			45,028,640			37,112,065
Average common shares outstanding - diluted		51,653,562			51,457,189			41,095,949			37,840,954			37,567,032			45,556,868			37,484,198
Ending common shares outstanding		51,433,821			51,431,422			51,434,346			37,474,422			37,481,201			51,433,821			37,481,201
REGULATORY CAPITAL	Preliminary															Preliminary
Tier 1 Capital	$	654,223		$	644,988		$	454,243		$	358,834		$	356,307		$	654,223		$	356,307
Tier 1 Ratio		16.74	%		16.06	%		14.77	%		12.16	%		12.38	%		16.74	%		12.38	%
Total Capital	$	703,323		$	695,420		$	492,696		$	395,271		$	392,180		$	703,323		$	392,180
Total Capital Ratio		18.00	%		17.32	%		16.02	%		13.39	%		13.62	%		18.00	%		13.62	%
Total Capital in excess of minimum requirement	$	390,665		$	374,219		$	246,613		$	159,133		$	161,896		$	390,665		$	161,896
Total Risk-Weighted Assets	$	3,908,225		$	4,015,018		$	3,076,042		$	2,951,721		$	2,878,548		$	3,908,225		$	2,878,548
Leverage Ratio		9.57	%		14.41	%		12.02	%		9.51	%		10.00	%		9.57	%		10.00	%
OTHER CAPITAL RATIOS
Ending shareholders' equity to ending assets		10.11	%		9.24	%		11.81	%		9.29	%		9.42	%		10.11	%		9.42	%
Ending common shareholders' equity to ending assets		8.92	%		8.16	%		9.74	%		7.24	%		7.31	%		8.92	%		7.31	%
Ending tangible shareholders' equity to ending tangible assets		9.30	%		8.48	%		11.14	%		8.60	%		8.70	%		9.30	%		8.70	%
Ending tangible common shareholders' equity to ending tangible assets		8.10	%		7.40	%		9.06	%		6.54	%		6.57	%		8.10	%		6.57	%
Average shareholders' equity to average assets		9.90	%		10.66	%		10.04	%		9.29	%		8.04	%		9.99	%		8.16	%
Average common shareholders' equity to average assets		8.76	%		8.93	%		7.98	%		7.22	%		7.82	%		8.34	%		8.11	%
Average tangible shareholders' equity  to average tangible assets		9.12	%		9.46	%		9.35	%		8.59	%		7.28	%		8.85	%		7.37	%
Average tangible common shareholders' equity to average tangible assets		7.96	%		7.70	%		7.27	%		6.51	%		7.05	%		7.18	%		7.31	%

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