10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

Commission File Number 0-12379

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	31-1042001
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
255 East Fifth Street, Suite 700	45202
Cincinnati, Ohio	(Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code:  (877) 322-9530

Securities registered pursuant to Section 12(b) of the Act:

Common Shares, no par value

Warrants, each to purchase one Common Share, no par value

Name of exchange on which registered:

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes     ¨  No

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨ Yes     x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes     ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes     ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (subpart 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes    x  No

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the sales price of the last trade of such stock as of June 30, 2012, was $906,168,000.  (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)

As of February 22, 2013, there were issued and outstanding 57,906,537 common shares of the registrant.

Documents Incorporated by Reference:

Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2012 are incorporated by reference into Parts I, II and IV.

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 28, 2013 are incorporated by reference into Part III.

			Page
Part I	Item 1	Business	1
	Item 1A	Risk Factors	8
	Item 1B	Unresolved Staff Comments	21
	Item 2	Properties	22
	Item 3	Legal Proceedings	22
	Item 4	Mine Safety Disclosures	23
	Executive Officers of the Registrant		24
Part II	Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
	Item 6	Selected Financial Data	28
	Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
	Item 7A	Quantitative and Qualitative Disclosures about Market Risk	29
	Item 8	Financial Statements and Supplementary Data	29
	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
	Item 9A	Controls and Procedures	29
	Item 9B	Other Information	29
Part III	Item 10	Directors, Executive Officers, and Corporate Governance	30
	Item 11	Executive Compensation	30
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
	Item 13	Certain Relationships and Related Transactions and Director Independence	30
	Item 14	Principal Accounting Fees and Services	30
Part IV	Item 15	Exhibits, Financial Statement Schedules	31
Signatures			35

PART I

Item 1.  Business.

First Financial Bancorp.

First Financial Bancorp., an Ohio corporation (First Financial, the Company, we, us, our), was formed in 1982.  First Financial is a mid-sized, regional bank holding company headquartered in Cincinnati, Ohio.

First Financial engages in the business of commercial banking and other banking and banking-related activities through its oldest wholly owned subsidiary, First Financial Bank, National Association (Bank), which was founded in 1863.

The range of banking services provided by First Financial to individuals and businesses includes commercial lending, real estate lending, and consumer financing.  Real estate loans are loans secured by a mortgage lien on the real property of the borrower, which may either be residential property (one to four family residential housing units) or commercial property (owner-occupied and/or investor income producing real estate, such as apartments, shopping centers, office buildings).  In addition, First Financial offers deposit products that include interest-bearing and noninterest-bearing accounts, time deposits, and cash management services for commercial customers. A full range of trust and asset management services is also provided through First Financial’s Wealth Management division.

Commercial loans are made to all types of businesses for a variety of purposes including, but not limited to, inventory, receivables, and equipment.  First Financial works with businesses to meet their shorter term working capital needs while also providing long-term financing for their business plans.  In 2010, First Financial began to offer lease and equipment financing through a wholly-owned subsidiary of Bank, First Financial Equipment Finance LLC (First Equipment Finance), primarily in its principal markets.  First Equipment Finance delivers financing solutions to small and mid-size companies in various industries with significant diversity in the types of underlying equipment.  Credit risk is managed through standardized loan policies, established and authorized credit limits, centralized portfolio management and the diversification of market area and industries.  The overall strength of the borrower is evaluated through the credit underwriting process and includes a variety of analytical activities including the review of historical and projected cash flows, historical financial performance, financial strength of the principals and guarantors, and collateral values, where applicable.

Commercial lending activities include equipment and leasehold improvement financing for franchisees, principally quick service and casual dining restaurants.  The underwriting of these loans incorporates basic credit proficiencies combined with knowledge of select franchise concepts to measure the creditworthiness of proposed multi-unit borrowers.  The focus is on a limited number of concepts that have sound economics, lower closure rates, and brand awareness within specified local, regional, or national markets.  Loan terms for equipment are generally up to 84 months fully amortizing and up to 180 months on real estate related requests.

Commercial real estate loans are secured by a mortgage lien on the real property.  The credit underwriting for both owner-occupied and investor income producing real estate loans includes detailed market analysis, historical and projected cash flow analysis, appropriate equity margins, assessment of lessees and lessors, type of real estate and other analysis.  Risk of loss is managed by adherence to standard loan policies that establish certain levels of performance prior to the extension of a loan to the borrower.  Market diversification within First Financial’s service area, as well as a diversification by industry, are other means by which the risk of loss is managed by First Financial.  First Financial does not have a significant exposure to residential builders and developers.

The majority of residential real estate loans originated by the Bank conform to secondary market underwriting standards and are sold within a short timeframe to unaffiliated third parties, including the future servicing rights to the loans.  The credit underwriting standards adhere to a certain level of documentation, verifications, valuation, and overall credit performance of

the borrower.  The underwriting of these loans includes an evaluation of these and other pertinent factors prior to the extension of credit. These underwriting standards help in the management of the credit risk elements and increase the marketability of the loans.

Consumer loans are primarily loans made to individuals.  These types of loans include new and used vehicle loans, second mortgages on residential real estate, and unsecured loans.  Risk elements in the consumer loan portfolio are primarily focused on the borrower’s cash flow and credit history, key indicators of the ability to repay.  A certain level of security is provided through liens on automobile titles and second mortgage liens, where applicable.  Consumer loans are generally smaller dollar amounts than other types of lending and are made to a large number of customers.  Both factors help provide diversification within the portfolio.  Economic conditions that affect consumers in First Financial’s markets have a direct impact on the credit quality of these loans.  Higher levels of unemployment, lower levels of income growth and weaker economic growth are factors that may adversely impact consumer loan credit quality.

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Home equity lines of credit consist mainly of revolving lines of credit secured by residential real estate.  Home equity lines of credit are generally governed by the same lending policies and subject to the same credit risk as described previously for residential real estate loans.

First Financial has minimal foreign currency transactions and in general, does not have a significant exposure to foreign currencies. Foreign currency activities are generally related to services provided to commercial customers.  Information regarding statistical disclosure required by the Securities and Exchange Commission’s Industry Guide 3 is included in First Financial's Annual Report to Shareholders for the year ended December 31, 2012, and is incorporated herein by reference.

First Financial's executive office is located at 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, and the telephone number is (877) 322-9530.  First Financial makes available, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after filing with the Securities and Exchange Commission (SEC), through its website, www.bankatfirst.com under the “Investor Information” link, under “SEC Filings.”  Copies of such reports also can be found on the SEC’s website at www.sec.gov.

Employees

At December 31, 2012, First Financial and its subsidiaries had 1,547 full-time and part-time employees.

Subsidiaries

The list of each of First Financial’s subsidiaries can be found at Exhibit 21 of this Form 10-K.

Business Combinations

On September 23, 2011, First Financial Bank completed the purchase of 16 retail banking centers located in and around Dayton, Ohio from Liberty Savings Bank, FSB (Liberty) including $126.5 million of performing loans and $341.9 million of deposits at their estimated fair values. First Financial also acquired $3.8 million of fixed assets at estimated fair value and paid Liberty a $22.4 million net deposit premium. First Financial recorded $17.1 million of goodwill related to the Liberty banking center acquisition.

On December 2, 2011, First Financial Bank completed the purchase of 22 Indiana-based retail banking centers located in and around Indianapolis, Indiana from Flagstar Bank, FSB (Flagstar) and assumed approximately $464.7 million of deposits at their estimated fair value. First Financial also acquired $6.6 million of fixed assets at estimated fair value and paid Flagstar a $22.5 million net deposit premium. First Financial recorded $26.1 million of goodwill related to the Flagstar banking center acquisition.

The Liberty and Flagstar banking center acquisitions were accounted for in accordance with FASB ASC Topic 805, Business Combinations. Assets acquired in these transactions are not subject to loss sharing agreements.

During the third quarter of 2009, through Federal Deposit Insurance Corporation (FDIC)-assisted transactions, First Financial acquired the banking operations of Peoples Community Bank (Peoples), Irwin Union Bank and Trust Company (Irwin Union Bank) and Irwin Union Bank, F.S.B. (Irwin FSB) (Irwin Union Bank and Irwin FSB, collectively, Irwin). The Company also acquired 3 Indiana banking centers including related deposits and loans, from Irwin in a separate and unrelated transaction prior to the FDIC-assisted transactions. The acquisitions of the Peoples and Irwin franchises significantly expanded the First Financial footprint, opened new markets and strengthened the Company through the generation of additional capital.

In connection with the Peoples and Irwin FDIC-assisted transactions, First Financial entered into loss sharing agreements with the FDIC. Under the terms of these agreements the FDIC will reimburse First Financial for losses with respect to certain loans (covered loans) and other real estate owned (covered OREO) (collectively, covered assets), beginning with the first dollar of loss.  Covered loans represent approximately 19% of First Financial’s loans at December 31, 2012. These agreements provide for loss protection on single-family, residential loans for a period of ten years and First Financial is required to share any recoveries of previously charged-off amounts for the same time period, on the same pro-rata basis with the FDIC.  All other loans are provided loss protection for a period of five years and recoveries of previously charged-off loans must be shared with the FDIC for a period of eight years, again on the same pro-rata basis.

First Financial must follow specific servicing and resolution procedures, as outlined in the loss sharing agreements, in order to receive reimbursement from the FDIC for losses on covered assets.  The Company has established separate and dedicated teams of legal, finance, credit and technology staff to execute and monitor all activity related to each agreement, including the required periodic reporting to the FDIC.  First Financial intends to service all covered assets with the same resolution practices and diligence as it does for the assets that are not subject to a loss share agreement.

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An overview of the transactions are discussed in further detail in the Business Combinations section of the Management’s Discussion and Analysis.

Market and Competitive Information

First Financial, through the regionalization efforts and business model of its subsidiary bank, delivers a community banking philosophy to its clients.  First Financial currently serves a combination of metropolitan and non-metropolitan markets primarily in Indiana, Ohio, and Kentucky through its full-service banking centers.  Market selection is based upon a number of factors, but markets are primarily chosen for their potential for growth, long-term profitability, and customer reach.  First Financial’s goal is to develop a competitive advantage through a local market focus; building long-term relationships with clients and helping them reach greater levels of financial success.

We also compete on a nationwide basis with respect to our franchise finance subsidiary (First Franchise Capital).

The Company’s markets support many different types of business activities, such as manufacturing, agriculture, education, healthcare, and professional services.  Within these markets, growth is projected to continue in key demographic groups and populations.  First Financial’s market evaluation includes demographic measures such as income levels, median household income, and population growth within key segments.  The Midwest markets that First Financial serves have historically not experienced the level of economic highs and lows seen in other sections of the country.  Its markets are generally marked by less volatility in business activity, although material fluctuations may occur.  In recent years, the overall national economy was negatively impacted by the deterioration of the sub-prime lending market, which quickly developed into a credit and liquidity crisis in other sectors of the financial services industry.  This resulted in the implementation of a number of government sponsored programs designed to invest capital and liquidity into the financial services sector for the purposes of strengthening consumer confidence and stimulating lending activity.  However, First Financial’s strong liquidity and capital position combined with conservative lending practices has allowed the Company, to this point, to significantly mitigate macro-economic risk.

First Financial believes that it is well positioned to compete in these markets.  Smaller than super-regional and multi-national bank holding companies, First Financial believes that it can meet the needs of its markets through a decision-making network of local management.  First Financial believes that it is better positioned to compete for business than other smaller banks that may have size or geographic limitations.  First Financial’s targeted customers include individuals and small to medium sized businesses within the geographic region of its subsidiary bank’s banking center network. Through the delivery systems of banking centers, ATMs, internet banking, and telephone-based transactions, First Financial meets the needs of its customers in an ever-changing marketplace.

First Financial faces strong competition from financial institutions and other non-financial organizations.  Its competitors include local and regional financial institutions, savings and loans, and bank holding companies, as well as some of the largest banking organizations in the United States.  In addition, other types of financial institutions, such as credit unions, offer a wide range of loan and deposit services that are competitive with those offered by First Financial. The consumer is also served by brokerage firms and mutual funds that provide checking services, credit cards, and other services similar to those offered by First Financial.  Major stores compete for loans by offering credit cards and retail installment contracts.  It is anticipated that

competition from other financial and non-financial services entities will continue and for certain products and services, intensify.

Supervision and Regulation

We, our subsidiary bank, and its subsidiaries, are subject to an extensive system of laws and regulations that are intended primarily for the protection of customers and depositors and not for the protection of security holders.  These laws and regulations govern such areas as capital, permissible activities, allowance for loan losses, loans and investments, and rates of interest that can be charged on loans.  Described below are elements of selected laws and regulations.  The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described.

Depository Institution Regulation

First Financial Bank, as a national banking association, is subject to supervision and regular examination by the Office of the Comptroller of the Currency (OCC). All depository institutions and their deposits are insured up to the legal limits by the Deposit Insurance Fund (DIF) which is administered by the FDIC and is subject to the provisions of the Federal Deposit Insurance Act (FDIA).

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Insurance of Accounts

The FDIC currently maintains the DIF, which was created in 2006 in the merger of the Bank Insurance Fund and the Savings Association Insurance Fund.  The deposit accounts of our subsidiary bank are insured by the DIF to the maximum amount provided by law.  The general insurance limit is $250,000.  This insurance is backed by the full faith and credit of the United States Government.

As insurer, the FDIC is authorized to conduct examinations of and to require reporting by DIF-insured institutions.  It also may prohibit any DIF-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the DIF.  The FDIC also has the authority to take enforcement actions against insured institutions.

The FDIC assesses deposit insurance premiums on each insured institution quarterly based on annualized rates for one of four risk categories. Each institution is assigned to one of four risk categories based on its capital, supervisory ratings and other factors.  Well capitalized institutions that are financially sound with only a few minor weaknesses are assigned to Risk Category I.  Risk Categories II, III and IV present progressively greater risks to the DIF.  A range of initial base assessment rates applies to each Risk Category, subject to adjustments based on an institution's unsecured debt, secured liabilities and brokered deposits, such that the total base assessment rates after adjustments range from 7 to 24 basis points for Risk Category I, 17 to 43 basis points for Risk Category II, 27 to 58 basis points for Risk Category III, and 40 to 77.5 basis points for Risk Category IV.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the FDIC has adopted rules effective April 1, 2011, under which insurance premium assessments are based on an institution's quarterly average total assets minus its quarterly average tangible equity (defined as Tier 1 capital) instead of its deposits.  Under these rules, an institution with total assets of less than $10 billion will be assigned to a Risk Category as described above, and a range of initial base assessment rates will apply to each category, subject to adjustment downward based on unsecured debt issued by the institution and, except for an institution in Risk Category I, adjustment upward if the institution's brokered deposits exceed 10% of its domestic deposits, to produce total base assessment rates.  Total base assessment rates range from 2.5 to 9 basis points for Risk Category I, 9 to 24 basis points for Risk Category II, 18 to 33 basis points for Risk Category III, and 30 to 45 basis points for Risk Category IV, all subject to further adjustment upward if the institution holds more than a de minimis amount of unsecured debt issued by another FDIC-insured institution. The FDIC may increase or decrease its rates by 2.0 basis points without further rulemaking.  In an emergency, the FDIC may also impose a special assessment.

In addition, all institutions with deposits insured by the FDIC are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation, a mixed-ownership government corporation established to recapitalize a predecessor to the Deposit Insurance Fund.  These assessments will continue until the Financing Corporation bonds mature in 2019.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

On November 12, 2009, the FDIC adopted regulations that required insured depository institutions to prepay on December 30, 2009, their estimated quarterly risk-based assessments for the fourth quarter of 2009 and all of 2010, 2011 and 2012, along with their quarterly risk-based assessment for the fourth quarter of 2009. The FDIC collected First Financial Bank's prepaid assessments amounting to $17.0 million on December 30, 2009. First Financial Bank had no remaining prepaid FDIC assessments at December 31, 2012.

Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (DRR), that is, the ratio of the DIF to insured deposits. The FDIC has adopted a plan under which it will meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Act.  The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets less than $10 billion of the increase in the statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%.  The FDIC has not yet announced how it will implement this offset or how larger institutions will be affected by it.

Community Reinvestment Act

Under the Community Reinvestment Act (CRA), every FDIC-insured institution is obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.  The CRA requires the appropriate federal banking regulator, in connection with the examination of an insured institution, to assess the institution's record of meeting the credit needs of its community and to consider this record in its evaluation of

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certain applications, such as a merger or the establishment of a branch.  An unsatisfactory rating may be used as the basis for the denial of an application and will prevent a bank holding company of the institution from making an election to become a financial holding company. As of its last examination, First Financial Bank received a Community Reinvestment Act rating of “satisfactory.”

Privacy Rules

Federal banking regulators, as required under the Gramm-Leach-Bliley Act, have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to non-affiliated third parties.  The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties.  The privacy provisions of the Gramm-Leach-Bliley Act affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors.

Bank Holding Company

As a bank holding company, First Financial is subject to the provisions of the Bank Holding Company Act of 1956, as amended (the BHCA) and is subject to supervision and examination by the Federal Reserve Board.  The BHCA requires prior approval by the Federal Reserve Board of the acquisition of 5% or more of the voting stock or substantially all the assets of any bank within the United States.  In addition, subject to regulatory approval, First Financial can acquire thrift institutions.  Acquisitions are subject to certain anti-competitive limitations.

The BHCA and the regulations of the Federal Reserve Board prohibit a bank holding company and its subsidiaries from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or furnishing of services.  The BHCA also imposes certain restrictions upon dealings by affiliated banks with the holding company and among themselves, including restrictions on inter-bank borrowing and upon dealings in the securities or obligations of the holding company or other affiliates.

In addition, bank holding companies that satisfy certain requirements may elect to become financial holding companies.  Financial holding companies are permitted to engage in certain activities that are “financial in nature” (e.g. insurance underwriting, securities brokerage, merchant banking) and that are not permitted for bank holding companies.  First Financial’s current strategic plans do not include utilizing these expanded activities and as a result it has not elected to become a financial holding company.

The earnings of banks, and, therefore, the earnings of First Financial (and its subsidiaries), are affected by the policies of regulatory authorities, including the Federal Reserve Board.  An important function of the Federal Reserve Board is to regulate the national supply of bank credit in an effort to prevent recession and to restrain inflation.  Among the procedures used to implement these objectives are open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements on member bank deposits.

These procedures are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use also may affect interest rates charged on loans or paid for deposits.

Monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

Recent Legislation, Other Regulatory Developments and Pending Legislation

Emergency Economic Stabilization Act of 2008

The U.S. Department of the Treasury (Treasury), working with the Federal Reserve Board, established late in 2008 the TARP Capital Purchase Program (CPP), which was intended to stabilize the financial services industry. The CPP was established as part of the Emergency Economic Stabilization Act of 2008 enacted on October 3, 2008.  One of the components of the CPP included a $250 billion voluntary capital purchase program for certain qualified and healthy banking institutions.  Pursuant to the CPP, Treasury purchased from First Financial 80,000 shares of $1,000 par value senior perpetual preferred securities at a price of $80.0 million equal to approximately 3.0% of the Company’s then risk-weighted assets.  Such preferred shares paid a dividend of 5% for the first five years and was to increase to 9% thereafter.  In addition, subject to certain limited exceptions, as a participant in the CPP, the Company was prohibited from (a) increasing its dividend to common shareholders and (b) conducting share repurchases without prior approval of the Treasury.  First Financial also was subject to certain limitations on executive compensation as well as other conditions. 

During February 2010, First Financial successfully completed a follow-on common equity offering and, after deducting underwriting and other offering costs, received net proceeds of $91.2 million.  On February 24, 2010, First Financial used most

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of the net proceeds to redeem all of the $80.0 million in senior preferred shares issued to the Treasury in December 2008 under the CPP.  Subsequent to the equity offering and redemption of the preferred shares, the Company experienced an increase in its already strong regulatory and GAAP capitalization levels.

In connection with the Company’s participation in the CPP, Treasury also received a warrant for the purchase of common stock in the amount of 930,233 shares at a strike price of $12.90 per share that expires on December 23, 2018.  As a result of the common equity raised during the second quarter of 2009, the number of common shares eligible for purchase under the warrant agreement was reduced by 50% to 465,117 shares.  In June 2010, the Treasury conducted an auction of the warrants in which the warrants were sold in a public offering pursuant to a registration statement filed by First Financial at a price of $6.70 per warrant.  This transaction represented the final step in the redemption process and the Treasury no longer owns any securities issued by First Financial.

The Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, President Obama signed into law the sweeping financial regulatory reform act entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act that implements far-reaching changes to the regulation of the financial services industry, including provisions that, among other things will:

• centralize responsibility for consumer financial protection by creating a new agency responsible for implementing, examining and enforcing compliance with federal consumer financial laws with broad rulemaking, supervision and enforcement authority for a wide range of consumer protection laws that would apply to all banks and thrifts;  smaller financial institutions, including First Financial Bank, will be subject to the supervision and enforcement of their primary federal banking regulator with respect to the federal consumer financial protection laws;

• apply the same leverage and risk-based capital requirements that apply to insured depository institutions to bank holding companies;

• require the FDIC to seek to make its capital requirements for banks countercyclical so that the amount of capital required to be maintained increases in times of economic expansion and decreases in times of economic contraction;

• change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital;

• implement corporate governance revisions, including with regard to executive compensation and proxy access by stockholders, that apply to all public companies, not just financial institutions;

• make permanent the $250,000 limit for federal deposit insurance and increase the cash limit of Securities Investor Protection Corporation protection from $100,000 to $250,000, and provide unlimited federal deposit insurance until January 1, 2013, for non-interest bearing demand transaction accounts at all insured depository institutions;

• repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts starting July 2011; and

• increase the authority of the Federal Reserve to examine First Financial Bancorp and its non-bank subsidiaries.

The Dodd-Frank Act includes certain provisions concerning the capital regulations of the United States banking regulators, which are often referred to as the “Collins Amendment.”  These provisions are intended to subject bank holding companies to the same capital requirements as their bank subsidiaries and to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital. Under the Collins Amendment, trust preferred securities issued by a company, such as our company, with total consolidated assets of less than $15 billion before May 19, 2010 and treated as regulatory capital are grandfathered, but any such securities issued later are not eligible as regulatory capital.  The banking regulators must develop regulations setting minimum risk-based and leverage capital requirements for holding companies and banks on a consolidated basis that are no less stringent than the generally applicable requirements in effect for depository institutions under the prompt corrective action regulations discussed below.  The banking regulators also must seek to make capital standards countercyclical so that the required levels of capital increase in times of economic expansion and decrease in times of economic contraction.  The Dodd-Frank Act requires these new capital regulations to be adopted by the Federal Reserve in final form 18 months after the date of enactment of the Dodd-Frank Act (July 21, 2010).  To date, no proposed regulations have been issued.

Many aspects of the act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on First Financial, its customers or the financial industry more generally. Provisions in the legislation that affect deposit insurance assessments and payment of interest on demand deposits could increase the costs associated with deposits as well as place limitations on certain revenues those deposits may generate.

Other Regulatory Developments

The Basel Committee on Banking Supervision’s “Basel II” regulatory capital guidelines originally published in June 2004 and adopted in final form by U.S. regulatory agencies in November 2007 are designed to promote improved risk measurement and

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management processes and better align minimum capital requirements with risk. The Basel II guidelines became operational in April 2008, but are mandatory only for “core banks,” i.e., banks with consolidated total assets of $250 billion or more. They are thus not applicable to First Financial, which continues to operate under U.S. risk-based capital guidelines consistent with “Basel I” guidelines published in 1988.

Federal regulators issued for public comment in December 2006 proposed rules (designated as “Basel IA” rules) applicable to non-core banks that would have modified the existing U.S. Basel I-based capital framework. In July 2008, however, these regulators issued, instead of the Basel 1A proposals, new rulemaking involving a “standardized framework” that would implement some of the simpler approaches for both credit risk and operational risk from the more advanced Basel II framework. Non-core U.S. depository institutions would be allowed to opt in to the standardized framework or elect to remain under the existing Basel 1-based regulatory capital framework.

On December 17, 2009, the Basel Committee issued a set of proposals (2009 Capital Proposals) that would significantly revise the definitions of Tier 1 capital and Tier 2 capital.  Among other things, the 2009 Capital Proposals would re-emphasize that common equity is the predominant component of Tier 1 capital.  Concurrently with the release of the 2009 Capital Proposals, the Basel Committee also released a set of proposals related to liquidity risk exposure (2009 Liquidity Proposals).  The 2009 Liquidity Proposals include the implementation of (i) a liquidity coverage ratio (LCR), designed to ensure that a bank maintains an adequate level of unencumbered, high-quality assets sufficient to meet the bank’s liquidity needs over a 30-day time horizon under an acute liquidity stress scenario and (ii) a net stable funding ratio (NSFR), designed to promote more medium and long-term funding of the assets and activities of banks over a one-year time horizon.

In December 2010 and January 2011, the Basel Committee published the final texts of reforms on capital and liquidity generally referred to as “Basel III.”  Although Basel III is intended to be implemented by participating countries for large, internationally active banks, its provisions are likely to be considered by United States banking regulators in developing new regulations applicable to other banks in the United States, including First Financial Bank.

For banks in the United States, among the most significant provisions of Basel III concerning capital are the following:

• a minimum ratio of common equity to risk-weighted assets reaching 4.5%, plus an additional 2.5% as a capital conservation buffer, by 2019 after a phase-in period;

• a minimum ratio of Tier 1 capital to risk-weighted assets reaching 6.0% by 2019 after a phase-in period;

• a minimum ratio of total capital to risk-weighted assets, plus the additional 2.5% capital conservation buffer, reaching 10.5% by 2019 after a phase -in period;

• an additional countercyclical capital buffer to be imposed by applicable national banking regulators periodically at their discretion, with advance notice;

• restrictions on capital distributions and discretionary bonuses applicable when capital ratios fall within the buffer zone;

• deduction from common equity of deferred tax assets that depend on future profitability to be realized;

• increased capital requirements for counterparty credit risk relating to over the counter derivatives, repos and securities financing activities; and

• for capital instruments issued on or after January 13, 2013 (other than common equity), a loss-absorbency requirement such that the instrument must be written off or converted to common equity if a trigger event occurs, either pursuant to applicable law or at the direction of the banking regulator.  A trigger event is an event under which the banking entity would become nonviable without the write-off or conversion, or without an injection of capital from the public sector.   The issuer must maintain authorization to issue the requisite shares of common equity if conversion were required.

The Basel III provisions on liquidity include complex criteria establishing the LCR and NSFR.  The purpose of the LCR is to ensure that a bank maintains adequate unencumbered, high quality liquid assets to meet its liquidity needs for 30 days under a severe liquidity stress scenario.  The purpose of the NSFR is to promote more medium and long-term funding of assets and activities, using a one-year horizon.  Although Basel III is described as a “final text,” it is subject to the resolution of certain issues and to further guidance and modification, as well as to adoption by United States banking regulators, including decisions as to whether and to what extent it will apply to United States banks that are not large, internationally active banks.

First Financial continues to monitor all developments related to Basel III.

Internet Website

We maintain a website with the address www.bankatfirst.com.  The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.  Other than an investor's own Internet access

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charges, we make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we have electronically filed such material with, or furnished such material to, the Securities and Exchange Commission.

Item 1A.  Risk Factors.

Possible Additional Risks

The risks listed here are not the only risks we face. Additional risks that are not presently known, or that we presently deem to be immaterial, also could have a material adverse effect on our financial condition, results of operations, business, and prospects.(See also “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” for certain forward looking statements.)

Recent Market, Legislative, and Regulatory Events

Difficult market conditions have adversely affected our industry.

Dramatic declines in the housing market over the past years, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of real estate related loans and resulted in significant write-downs of asset values by financial institutions. These write-downs, initially of mortgage-backed securities (MBS) but spreading to other securities and loans have caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets has adversely affected our business, financial condition and results of operations. Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit and fraud losses. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry.

Current levels of market volatility are unprecedented.

The capital and credit markets have been experiencing volatility and disruption. Recently, volatility and disruption have reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.  Numerous facts and circumstances are considered when evaluating the carrying value of our goodwill. One of those considerations is our market capitalization, evaluated over a reasonable period of time, in relation to the aggregate estimated fair value of the reporting units. While this comparison provides some relative market information regarding the estimated fair value of the reporting units, it is not determinative and needs to be evaluated in the context of the current economic and political environment. However, significant and/or sustained declines in First Financial’s market capitalization, especially in relation to First Financial’s book value, could be an indication of potential impairment of goodwill.

The downgrade of the U.S. credit rating and Europe’s debt crisis could have a material adverse effect on our business, financial condition and liquidity.

Standard & Poor’s lowered its long term sovereign credit rating on the United States of America from AAA to AA+ on August 5, 2011. A further downgrade or a downgrade by other rating agencies could have a material adverse impact on financial markets and economic conditions in the United States and worldwide. Any such adverse impact could have a material adverse effect on our liquidity, financial condition and results of operations. Many of our investment securities are issued by and some of our loans are made to U.S. government agencies and U.S. government sponsored entities.

In addition, the possibility that certain European Union (EU) member states will default on their debt obligations have negatively impacted economic conditions and global markets. The continued uncertainty over the outcome of international and the EU’s financial support programs and the possibility that other EU member states may experience similar financial troubles could further disrupt global markets. The negative impact on economic conditions and global markets could also have a material adverse effect on our liquidity, financial condition and results of operations.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the

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financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions could expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations.

There can be no assurance that enacted legislation or any proposed federal programs will stabilize the U.S. financial system and such legislation and programs may adversely affect us.

There has been much legislative and regulatory action in response to the financial crises affecting the banking system and financial markets and threats to investment banks and other financial institutions.  There can be no assurance, however, as to the actual impact that the legislation and its implementing regulations or any other governmental program will have on the financial markets. The failure of the actions by the legislators, the regulatory bodies or the U.S. government to stabilize the financial markets and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, and access to credit or the trading price of our common shares.

Contemplated and proposed legislation, state and federal programs, and increased government control or influence may adversely affect us by increasing the uncertainty in our lending operations and expose us to increased losses, including legislation that would allow bankruptcy courts to permit modifications to mortgage loans on a debtor’s primary residence, moratoriums on a mortgagor’s right to foreclose on property, and requirements that fees be paid to register other real estate owned property. Statutes and regulations may be altered that may potentially increase our costs to service and underwrite mortgage loans. Additionally, federal intervention and operation of formerly private institutions may adversely affect our rights under contracts with such institutions and the way in which we conduct business in certain markets.

Recently enacted and potential further financial regulatory reforms could have a significant impact on our business, financial condition and results of operations.

On July 21, 2010, President Obama signed the Dodd-Frank Act into law. The Dodd-Frank Act is expected to have a broad impact on the financial services industry, including significant regulatory and compliance changes. Many of the requirements called for in the Dodd-Frank Act will be implemented over time and most will be subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of business activities, require changes to certain business practices, impose more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. In particular, the potential impact of the Dodd-Frank Act on our operations and activities, both currently and prospectively, include, among others:

• a reduction in the ability to generate or originate revenue-producing assets as a result of compliance with heightened capital standards;

• increased cost of operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;

• the limitation on the ability to raise new capital through the use of trust preferred securities, as any new issuances of these securities will no longer be included as Tier 1 capital going forward;

• a potential reduction in fee income due to limits on interchange fees applicable to larger institutions which could effectively reduce the fees we can charge; and

• the limitation on the ability to expand consumer product and service offerings due to anticipated stricter consumer protection laws and regulations.

Further, we may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act, which may negatively impact results of operations and financial condition.

Additionally, we cannot predict whether there will be additional proposed laws or reforms that would affect the U.S. financial system or financial institutions, whether or when such changes may be adopted, how such changes may be interpreted and enforced or how such changes may affect us. However, the costs of complying with any additional laws or regulations could have a material adverse effect on our financial condition and results of operations.

The fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings.

The Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States. Its policies determine in large part the cost of funds for lending and investing and the return earned on those loans and

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investments, both of which affect the net interest margin. The resultant changes in interest rates can also materially decrease the value of certain financial assets we hold, such as debt securities. Its policies can also adversely affect borrowers, potentially increasing the risk that they may fail to repay their loans. Changes in Federal Reserve Board policies are beyond our control and difficult to predict; consequently, the impact of these changes on our activities and results of operations is difficult to predict.

Risks Relating to Our Business

Credit Risks

When we loan money, commit to loan money or enter into a letter of credit or other contract with a counterparty, we incur credit risk, or the risk of losses if our borrowers do not repay their loans or our counterparties fail to perform according to the terms of their contracts.

Large, individual loans, letters of credit and contracts magnify such credit risks.  As lending is one of our primary business activities, the credit quality of our portfolio can have a significant impact on our earnings. We estimate and establish reserves for credit risks and credit losses inherent in our total loan portfolio. This process, which is critical to our financial results and condition, requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans. As is the case with any such assessments, there is always the chance that we will fail to identify the proper factors or that we will fail to accurately estimate the impacts of factors that we identify.  In addition, large loans, letters of credit and contracts with individual counterparties in our portfolio magnify the credit risk that we face, as the impact of large borrowers and counterparties not repaying their loans or performing according to the terms of their contracts has a disproportionately significant impact on our credit losses and reserves.

Weakness in the economy and in the real estate market, including specific weakness within our geographic footprint, has adversely affected us and may continue to adversely affect us.

If the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations decline, or continue to decline, this could result in, among other things, a deterioration of credit quality or a reduced demand for credit, including a resultant effect on our loan portfolio and allowance for loan and lease losses. These factors could result in higher delinquencies and greater charge-offs in future periods, which would materially and adversely affect our financial condition and results of operations.

Weakness in the real estate market, including the secondary residential mortgage loan markets, could adversely affect us.

Significant ongoing disruptions in the secondary market for residential mortgage loans have limited the market for and liquidity of many mortgage loans. The effects of ongoing mortgage market challenges, combined with the ongoing correction in residential real estate market prices and reduced levels of home sales, could result in further price reductions in single family home values, adversely affecting the value of collateral securing mortgage loans that we hold, mortgage loan originations and profits on sales of mortgage loans. These trends could continue and such conditions could result in higher losses, write downs and impairment charges in our mortgage and other lines of business. Continued declines in real estate values, home sale volumes, financial stress on borrowers as a result of job losses, interest rate resets on adjustable rate mortgage loans or other factors could have further adverse effects on borrowers that could result in higher delinquencies and greater charge-offs in future periods, which adversely affect our financial condition or results of operations. Additionally, decreases in real estate values might adversely affect the creditworthiness of state and local governments, and this might result in decreased profitability or credit losses from loans made to such governments. A decline in home values or overall economic weakness could also have an adverse impact upon the value of real estate or other assets which we own upon foreclosing a loan and our ability to realize value on such assets.

Real estate volatility and future changes in our disposition strategies could result in net proceeds that differ significantly from our OREO fair value appraisals.

Our OREO portfolio consists of properties that we obtained through foreclosure or through an in-substance foreclosure in satisfaction of loans. Properties in our OREO portfolio are recorded at the lower of the recorded investment in the loans for which the properties previously served as collateral or the “fair value”, which represents the estimated sales price of the properties on the date acquired less estimated selling costs. Generally, in determining “fair value” an orderly disposition of the property is assumed, except where a different disposition strategy is expected. Significant judgment is required in estimating the fair value of OREO, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility, as is currently being experienced.

In response to market conditions and other economic factors, we may utilize alternative sale strategies other than orderly disposition as part of our OREO disposition strategy, such as immediate liquidation sales. In this event, as a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net

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proceeds realized from such sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of our OREO properties.

The information that we use in managing our credit risk may be inaccurate or incomplete, which may result in an increased risk of default and otherwise have an adverse effect on our business, results of operations and financial condition.

In deciding whether to extend credit or enter into other transactions with clients and counterparties, we may rely on information furnished by or on behalf of clients and counterparties, including financial statements and other financial information. We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Although we regularly review our credit exposure to specific clients and counterparties and to specific industries that we believe may present credit concerns, default risk may arise from events or circumstances that are difficult to detect, such as fraud. Moreover, such circumstances, including fraud, may become more likely to occur and/or be detected in periods of general economic uncertainty, such as at the present time. We may also fail to receive full information with respect to the risks of a counterparty.  In addition, in cases where we have extended credit against collateral, we may find that we are under secured, for example, as a result of sudden declines in market values that reduce the value of collateral or due to fraud with respect to such collateral. If such events or circumstances were to occur, it could result in a potential loss of revenue and have an adverse effect on our business, results of operations and financial condition.

Recently declining values of real estate, increases in unemployment, and the related effects on local economies may increase our credit losses, which would negatively affect our financial results.

We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Many of our loans are secured by real estate (both residential and commercial) in our market area. A major change in the real estate market, such as deterioration in the value of this collateral, or in the local or national economy, could adversely affect our customer’s ability to pay these loans, which in turn could adversely impact us. Additionally, increases in unemployment also may adversely affect the ability of certain clients to pay loans and the financial results of commercial clients in localities with higher unemployment, which may result in loan defaults and foreclosures and which may impair the value of our collateral. Risk of loan defaults and foreclosures are unavoidable in the banking industry, and we try to limit our exposure to this risk by monitoring our extensions of credit carefully. We cannot fully eliminate credit risk, and as a result credit losses may increase in the future.

Deteriorating credit quality, particularly in real estate loans, has adversely impacted us and may continue to adversely impact us.

Late in 2008 we began to experience a downturn in the overall credit performance of our loan portfolio, as well as acceleration in the deterioration of general economic conditions. This deterioration, including a significant increase in national and regional unemployment levels and decreased sources of liquidity are the primary drivers of the increased stress being placed on most borrowers and is negatively impacting their ability to repay. These conditions have contributed to the elevated level of our loan loss reserves in recent years.

The overall economy, while showing signs of improvement in 2012, remains fragile and has yet to demonstrate a clear ability to sustain this improvement. As a result, the Company expects that certain of its credit metrics may remain volatile in future periods, or until there are more sustained signs of economic recovery, including lower unemployment rates and stabilized property values. Continued deterioration in the quality of our credit portfolio could significantly increase nonperforming loans, require additional increases in loan loss reserves, elevate charge-off levels and have a material adverse effect on our capital, financial condition, and results of operations. Furthermore, given the size of our loan portfolio, it is possible that deterioration in the credit quality of one or two of our largest credits could have a material adverse effect on our capital, financial condition, and results of operations.

The results of the internal stress test may not accurately predict the impact on our company if the condition of the economy were to continue to deteriorate.

During the past few years, we conducted a number of internal stress tests. These stress tests were based on the tests that were administered to the nation’s 19 largest banks in 2009 by the Treasury in connection with its Supervisory Capital Assessment Program. Under the stress tests, we applied the Treasury’s assumptions to estimate our credit losses, resources available to absorb those losses and any necessary additions to capital that would be required under the “more adverse” stress test scenario.

While we believe we have appropriately applied the Treasury’s assumptions in performing our internal stress tests, we cannot assure you that the results of this test are comparable to the results of stress tests performed and publicly released by the Treasury or that the results of our stress test would be the same if it had been performed by the Treasury. Moreover, the results of the stress tests may not accurately reflect the impact on our company if the economy does not improve or continues to

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deteriorate. Any continued deterioration of the economy could result in credit losses significantly higher, with a corresponding impact on our resources and capital requirements, than those predicted by our internal stress tests.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Like all financial institutions, we maintain an allowance for loan losses to provide for loans in our portfolio that may not be repaid in their entirety. We believe that our allowance for loan losses is maintained at a level adequate to absorb probable losses inherent in our loan portfolio as of the corresponding balance sheet date. However, our allowance for loan losses may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our operating results. We have seen a significant increase in the level of potential problem loans and other loans with higher than normal risk. We expect to receive more frequent requests from borrowers to modify loans. The related accounting measurements related to impairment and the loan loss allowance require significant estimates which are subject to uncertainty and changes relating to new information and changing circumstances. Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding our borrowers’ abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors. Because of the degree of uncertainty and susceptibility of these factors to change, our actual losses may vary from our current estimates.

State and federal regulators, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses by recognizing loan charge-offs, net of recoveries. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

We expect fluctuations in our loan loss provisions due to the uncertain economic conditions.

Operating Risks

The introduction, implementation, withdrawal, success and timing of business initiatives and strategies, including, but not limited to, the opening of new banking centers or entering into new product lines, may be less successful or may be different than anticipated, which could adversely affect our business.

First Financial makes certain projections and develops plans and strategies for its banking and financial products. If we do not accurately determine demand for our banking and financial products, it could result in us incurring significant expenses without the anticipated increases in revenue, which could result in a material adverse effect on its business.

Changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital or liquidity.

Given our business mix, and the fact that most of the assets and liabilities are financial in nature, we tend to be sensitive to market interest rate movements and the performance of the financial markets. In addition to the impact of the general economy, changes in interest rates or in valuations in the debt or equity markets could directly impact us in one or more of the following ways:

• the yield on earning assets and rates paid on interest bearing liabilities may change in disproportionate ways;

• the value of certain balance sheet and off-balance sheet financial instruments or the value of equity investments that we hold could decline;

• the value of assets for which we provide processing services could decline; or

• to the extent we access capital markets to raise funds to support our business; such changes could affect the cost of such funds or the ability to raise such funds.

Although we have implemented procedures we believe will reduce the potential effects of changes in interest rates on our results of operations, these procedures may not always be successful. In addition, any substantial or prolonged change in market interest rates could adversely affect our financial condition, results of operation and liquidity.

We may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations, and financial condition.

When we sell mortgage loans, whether as whole loans or pursuant to a securitization, we are required to make customary representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated. Our whole loan sale agreements require us to repurchase or substitute mortgage loans in the event we breach any of these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of borrower fraud. Likewise, we are required to repurchase or substitute mortgage loans if we breach a representation or warranty in connection with our securitizations. While we have taken steps to enhance our underwriting policies and procedures, there can be no

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assurance that these steps will be effective or reduce risk associated with loans sold in the past. If the level of repurchase and indemnity activity becomes material, our liquidity, results of operations and financial condition will be adversely affected.

Clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding.

Checking and savings account balances and other forms of client deposits could decrease if clients perceive alternative investments as providing superior expected returns. When clients move money out of bank deposits in favor of alternative investments, we can lose a relatively inexpensive source of funds, increasing our funding costs.

Consumers may decide not to use banks to complete their financial transactions, which could affect net income.

Technology and other changes now allow parties to complete financial transactions without banks. For example, consumers can pay bills and transfer funds directly without banks. This process could result in the loss of fee income, as well as the loss of client deposits and the income generated from those deposits.

Our asset management business subjects us to a variety of risks.

At December 31, 2012, we had $2.3 billion in assets under management.  A sharp decline in the stock market can negatively impact the amount of assets under management and thus subject our earnings to a broader variety of risks and uncertainties.

Negative public opinion could damage our reputation and adversely impact business and revenues.

As a financial institution, our earnings and capital are subject to risks associated with negative public opinion. Negative public opinion could result from our actual or alleged conduct in any number of activities, including lending practices, the failure of any product or service sold by us to meet our clients’ expectations or applicable regulatory requirements, corporate governance and acquisitions, or from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect our ability to keep and attract and/or retain clients and can expose us to litigation and regulatory action. Actual or alleged conduct by one of our businesses can result in negative public opinion about our other businesses. Negative public opinion could also affect our ability to borrow funds in the unsecured wholesale debt markets.

We rely on other companies to provide key components of our business infrastructure.

Third parties provide key components of our business infrastructure such as banking services, processing, and Internet connections and network access. Any disruption in such services provided by these third parties or any failure of these third parties to handle current or higher volumes of use could adversely affect our ability to deliver products and services to clients and otherwise to conduct business. Technological or financial difficulties of a third party service provider could adversely affect our business to the extent those difficulties result in the interruption or discontinuation of services provided by that party. These vendors provide services that support our operations, including the storage and processing of sensitive consumer and business customer data, as well as our sales efforts.  A cyber security breach of a vendor's system may result in theft of our data or disruption of business processes.  A material breach of customer data security at a service provider's site may negatively impact our business reputation and cause a loss of customers; result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions and may result in litigation.  In most cases, we will remain primarily liable to our customers for losses arising from a breach of a vendor's data security system.  We rely on our outsourced service providers to implement and maintain prudent cyber security controls.  Furthermore, we may not be insured against all types of losses as a result of third party failures and our insurance coverage may be inadequate to cover all losses resulting from system failures or other disruptions. Failures in our business infrastructure could interrupt the operations or increase the costs of doing business.

We rely on our systems, employees, and certain counterparties, and certain failures could materially adversely affect our operations.

We are exposed to many types of operational risk, including the risk of fraud by employees and outsiders, clerical and record-keeping errors, and computer/telecommunications systems malfunctions. Our businesses are dependent on our ability to process a large number of increasingly complex transactions. If any of our financial, accounting, or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected. A cyber security breach may result in theft of such data or disruption of our transaction processing systems.  We depend on internal systems and outsourced technology to support these data storage and processing operations. Our inability to use or access these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations. A material breach of customer data security may negatively impact our business reputation and cause a loss of customers, result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions and may result in class action litigation.  Cyber security risk management programs are expensive to maintain and will not protect us from all risks associated with maintaining the security of customer data and our proprietary data from external and internal intrusions, disaster recovery and failures in the controls used by our vendors.  In addition, Congress and the legislatures of states in which we operate regularly consider legislation that would impose more stringent data privacy requirements. We are similarly dependent on our employees. We could be materially adversely affected if one of our

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employees causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with which we do business could also be sources of operational risk to us, including relating to break-downs or failures of such parties’ own systems or employees. Any of these occurrences could result in our diminished ability to operate one or more of our businesses, potential liability to clients, reputational damage and regulatory intervention, which could materially adversely affect us. We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses or electrical or telecommunications outages or natural disasters, or events arising from local or regional politics, including terrorist acts. Such disruptions may give rise to losses in service to clients and loss or liability to us. In addition there is the risk that our controls and procedures as well as business continuity and data security systems prove to be inadequate. Any such failure could affect our operations and could materially adversely affect our results of operations by requiring us to expend significant resources to correct the defect, as well as by exposing us to litigation or losses not covered by insurance.

We depend on the accuracy and completeness of information about clients and counterparties.

In deciding whether to extend credit or enter into other transactions with clients and counterparties, we may rely on information furnished by or on behalf of clients and counterparties, including financial statements and other financial information. We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors.

We May Be Subject to General Claims and Litigation Liability.

In the ordinary course of business, we may be named as defendant or may otherwise face claims or legal action, including class actions, from a variety of sources including, among others, customers; vendors; regulatory agencies; federal, state or local governments; or employees. Such claims or legal action may include, among others, breach of contract, breach of fiduciary duty, discrimination, harassment, fraud and infringement of patents, copyrights or trademarks. Such claims or legal action may also make demands for substantial monetary damages and require substantial amounts of time and resources to defend. Should we be named as defendant or otherwise face such claims or legal actions, there can be no assurance that we would be successful in its defense against such actions, which could have a material adverse impact on our financial position, results of operations and liquidity. Additional information related to litigation is included in Note 7 to the consolidated financial standards and in Item 3, Part I of this Annual Report on Form 10-K.

Industry Risks

Regulation by federal and state agencies could adversely affect the business, revenue, and profit margins.

We are heavily regulated by federal and state agencies. This regulation is to protect depositors, the federal deposit insurance fund and the banking system as a whole. Congress and state legislatures and federal and state regulatory agencies continually review banking laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including interpretation or implementation of statutes, regulations, or policies, could affect us adversely, including limiting the types of financial services and products we may offer and/or increasing the ability of non-banks to offer competing financial services and products. Also, if we do not comply with laws, regulations, or policies, we could receive regulatory sanctions and damage to our reputation.

Competition in the financial services industry is intense and could result in losing business or reducing margins.

We operate in a highly competitive industry that could become even more competitive as a result of legislative, regulatory and technological changes, and continued consolidation. We face aggressive competition from other domestic and foreign lending institutions and from numerous other providers of financial services. The ability of non-banking financial institutions to provide services previously limited to commercial banks has intensified competition. Because non-banking financial institutions are not subject to the same regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility and lower cost structures. Securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. This may significantly change the competitive environment in which we conduct business. Some of our competitors have greater financial resources and/or face fewer regulatory constraints. As a result of these various sources of competition, we could lose business to competitors or be forced to price products and services on less advantageous terms to retain or attract clients, either of which would adversely affect our profitability.

Future legislation could harm our competitive position.

Federal, state, and local legislatures increasingly have been considering proposals to substantially change the financial institution regulatory system and to expand or contract the powers of banking institutions and bank holding companies. Various legislative bodies have also recently been considering altering the existing framework governing creditors’ rights, including legislation that would result in or allow loan modifications of various sorts. Such legislation may change banking statutes and the operating environment in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks,

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savings associations, credit unions, and other financial institutions. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our activities, financial condition, or results of operations.

Maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services.

Our success depends, in part, on the ability to adapt products and services to evolving industry standards. There is increasing pressure to provide products and services at lower prices. This can reduce net interest income and noninterest income from fee-based products and services. In addition, the widespread adoption of new technologies could require us to make substantial capital expenditures to modify or adapt existing products and services or develop new products and services. We may not be successful in introducing new products and services in response to industry trends or development in technology or those new

products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases.

Company Risks

We may not pay dividends on your common shares.

Holders of our common shares are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments. Although we have historically declared cash dividends on our common shares, we are not required to do so and may reduce or eliminate our common shares dividend in the future. This could adversely affect the market price of our common shares.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common shares.

Generally, we are not restricted from issuing additional common shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common shares. We are currently authorized to issue up to 160 million common shares, of which 58,046,235 shares are outstanding at December 31, 2012. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares. These authorized but unissued shares could be issued on terms or in circumstances that could dilute the interests of other shareholders.

The issuance of additional common shares as a result of the exercise of our outstanding warrants or the issuance of securities convertible or exercisable into common shares would dilute the ownership interest of our existing common shareholders.  The market price of our common shares could decline as a result of an equity offering as well as other sales of a large block of common shares or similar securities in the market after this offering, or the perception that such sales could occur.

We are also authorized to issue 80,000 preferred shares of which none are outstanding as of December 31, 2012.

Our liquidity is dependent upon our ability to receive dividends from our subsidiaries, which accounts for most of our revenue and could affect our ability to pay dividends, and we may be unable to enhance liquidity from other sources.

We are a separate and distinct legal entity from our subsidiaries, notably First Financial Bank. We receive substantially all of our revenue from dividends from our subsidiaries. These dividends are the principal source of funds to pay dividends on our common stock and interest and principal on our debt. Various federal and/or state laws and regulations limit the amount of dividends that our bank and certain of our non-bank subsidiaries may pay us. Additionally, if our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, we may not be able to make dividend payments to our common shareholders.

To enhance liquidity, we may from time to time borrow under credit facilities or other indebtedness. As a result of recent turbulence in the capital and credit markets, many lenders and institutional investors have reduced or ceased to provide funding to borrowers and, as a result, we may not be able to further increase liquidity through additional borrowings.

Limitations on our ability to receive dividends from our subsidiaries or an inability to increase liquidity through additional borrowings, or inability to maintain, renew or replace existing credit facilities, could have a material adverse effect on our liquidity and on our ability to pay dividends on our common shares and interest and principal on our debt.

Significant legal actions could subject us to substantial uninsured liabilities.

We are from time to time subject to claims related to our operations. These claims and legal actions, including supervisory actions by our regulators, could involve large monetary claims and significant defense costs. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects. We may be exposed to substantial uninsured liabilities, which could adversely affect our results of operations and financial condition.

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If our regulators deem it appropriate, they can take regulatory actions that could impact our ability to compete for new business, constrain our ability to fund our liquidity needs, and increase the cost of our services.

First Financial and its subsidiaries are subject to the supervision and regulation of various State and Federal regulators, including the OCC, the Federal Reserve, the FDIC, SEC, the Financial Industry Regulatory Authority (FINRA), and various state regulatory agencies. As such, First Financial is subject to a wide variety of laws and regulations. As part of their supervisory process, which includes periodic examinations and continuous monitoring, the regulators have the authority to impose restrictions or conditions on our activities and the manner in which we manage the organization. These actions could impact the organization in a variety of ways, including subjecting us to monetary fines, restricting our ability to pay dividends, precluding mergers or acquisitions, limiting our ability to offer certain products or services, or imposing additional capital, operating, or oversight requirements.

Disruptions in our ability to access capital markets may negatively affect our capital resources and liquidity.

In managing our consolidated balance sheet, we depend on wholesale capital markets to provide us with sufficient capital resources and liquidity to meet our commitments and business needs, and to accommodate the transaction and cash management needs of our clients. Other sources of funding available to us, and upon which we rely as regular components of our liquidity risk management strategy, include inter-bank borrowings, repurchase agreements, and borrowings from the Federal Home Loan Bank system. Any occurrence that may limit our access to these sources, such as a decline in the confidence of debt purchasers, or our depositors or counterparties participating in the capital markets, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity.

Management’s ability to retain key officers and employees may change.

Our future operating results depend substantially upon the continued service of its executive officers and key personnel. Our future operating results also depend in significant part upon its ability to attract and retain qualified management, lending, financial, technical, marketing, sales, and support personnel. Competition for qualified personnel is intense, and we cannot ensure success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for us to hire personnel over time.

Our ability to retain key officers and employees may be further impacted by legislation and regulation affecting the financial services industry. For example, recent legislation and bank regulatory action has or will place additional restrictions on executive compensation at, and the pay practices of, financial institutions.  Such restrictions and standards may further impact management's ability to compete for talent with other industries that are not subject to the same limitations as financial institutions.

Our business, financial condition, or results of operations could be materially adversely affected by the loss of any of its key employees, or our inability to attract and retain skilled employees.

Potential acquisitions may disrupt our business and dilute shareholder value and we may not be able to successfully consummate or integrate such acquisitions.

Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things:

• potential exposure to unknown or contingent liabilities of the target company;

• exposure to potential asset quality issues of the target company;

• difficulty and expense of integrating the operations and personnel of the target company;

• difficulty or added costs in the wind-down of non-strategic operations;

• potential disruption to our business;

• potential diversion of our management’s time and attention;

• the possible loss of key employees and customers of the target company;

• difficulty in estimating the value (including goodwill) of the target company;

• difficulty in receiving appropriate regulatory approval for any proposed transaction;

• difficulty in estimating the fair value of acquired assets, liabilities and derivatives of the target company; and

• potential changes in accounting, banking, or tax laws or regulations that may affect the target company.

We regularly evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. As a result, merger or acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions involving cash, debt or equity securities may occur at any time. Acquisitions could involve the payment of a premium over book and market values, and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction.

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Any merger or acquisition opportunity that we decide to pursue will ultimately be subject to regulatory approval and other closing conditions. We may expend substantial time and resources pursuing potential acquisitions which may not be consummated because regulatory approval is not received or other closing conditions are not satisfied. In addition, our existing credit facility and the terms of other indebtedness that we may subsequently incur may restrict our ability to consummate certain acquisitions. Furthermore, any difficulty integrating businesses acquired as a result of a merger or acquisition and the failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from an acquisition could have an adverse impact on our liquidity, results of operations, and financial condition and any such integration could divert management’s time and attention from managing our company in an effective manner and could be significantly more expensive than we anticipate.

Our accounting policies and processes are critical to how we report our financial condition and results of operations. They require management to make estimates about matters that are uncertain.

Accounting policies and processes are fundamental to how we record and report the financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and processes so they comply with Generally Accepted Accounting Principles in the United States.

Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets, liabilities, commitments, and contingencies. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, valuing an asset or liability, or reducing a liability. We have established detailed policies and control procedures that are intended to ensure these critical accounting estimates and judgments are well controlled and applied consistently. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. Because of the uncertainty surrounding our judgments and the estimates pertaining to these matters, we cannot guarantee that we will not be required to adjust accounting policies or restate prior period financial statements.

See the “Critical Accounting Policies” in the MD&A and Note 1, “Accounting Policies,” to the Consolidated Financial Statements, in our annual report on Form 10-K for the year ended December 31, 2012 for more information.

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

From time to time, the Financial Accounting Standards Board (FASB) and SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in us restating prior period financial statements.

Our results of operations depend upon the results of operations of our subsidiaries.

We are a holding company that conducts substantially all of our operations through our bank and other subsidiaries. As a result, our ability to make dividend payments on our common shares will depend primarily upon the receipt of dividends and other distributions from our subsidiaries. There are various regulatory restrictions on the ability of our bank subsidiary to pay dividends or make other payments to us. As of the close of business on December 31, 2012, our bank subsidiary had an additional $29.1 million available to pay dividends to us without prior regulatory approval.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Securities and Exchange Act of 1934 (Exchange Act) is accurately accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, that alternative reasoned judgments can be drawn, or that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Our financial instruments carried at fair value expose us to certain market risks.

We maintain an available for sale investment securities portfolio which includes assets with various types of instruments and maturities.  At times, we also maintain certain assets that are classified and accounted for as trading assets. The changes in fair

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value of the available for sale securities are recognized in shareholders equity as a component of other comprehensive income. The changes in fair value of financial instruments classified as trading assets are carried at fair value and recognized in earnings. The financial instruments carried at fair value are exposed to market risks related to changes in interest rates and market liquidity. We manage the market risks associated with these instruments through broad asset/liability management strategies. Changes in the market values of these financial instruments could have a material adverse impact on our financial condition or results of operations. We may classify additional financial assets or financial liabilities at fair value in the future.

Our revenues derived from our investment securities may be volatile and subject to a variety of risks.

We generally maintain investment securities and trading positions in the fixed income markets. Unrealized gains and losses associated with our investment portfolio and mark to market gains and losses associated with our trading portfolio are affected by many factors, including our credit position, interest rate volatility, volatility in capital markets, and other economic factors. Our return on such investments could experience volatility and such volatility may materially adversely affect our financial condition and results of operations. Additionally, accounting regulations may require us to record a charge prior to the actual realization of a loss when market valuations of such securities are impaired and such impairment is considered to be other than temporary.

We are subject to ongoing tax examinations in various jurisdictions. The Internal Revenue Service and other taxing jurisdictions may propose various adjustments to our previously filed tax returns. It is possible that the ultimate resolution of such proposed adjustments, if unfavorable, may be material to the results of operations in the period it occurs.

In the ordinary course of business, we operate in various taxing jurisdictions and are subject to income and non-income taxes. The effective tax rate is based in part on our interpretation of the relevant current tax laws. We believe the aggregate liabilities related to taxes are appropriately reflected in the consolidated financial statements. We review the appropriate tax treatment of all transactions taking into consideration statutory, judicial, and regulatory guidance in the context of our tax positions. In addition, we rely on various tax opinions, recent tax audits, and historical experience.

From time to time, we engage in business transactions that may have an effect on our tax liabilities. Where appropriate, we have obtained opinions of outside experts and have assessed the relative merits and risks of the appropriate tax treatment of business transactions taking into account statutory, judicial, and regulatory guidance in the context of the tax position. However, changes to our estimates of accrued taxes can occur due to changes in tax rates, implementation of new business strategies, resolution of issues with taxing authorities regarding previously taken tax positions prior to acquisition and newly enacted statutory, judicial, and regulatory guidance. Such changes could affect the amount of our accrued taxes and could be material to our financial position and/or results of operations.  In addition, the tax treatment of FDIC-assisted acquisitions is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the acquisition dates.

In the event the Internal Revenue Service, State of Ohio, or other state tax officials propose adjustments to our previously filed tax returns (or those of our subsidiaries), it is possible that the ultimate resolution of the proposed adjustments, if unfavorable, may be material to the results of operations in the period it occurs.

Risks Related to the Acquisition of the Business and Assets of Peoples, Irwin Union Bank and Irwin FSB.

Changes in national and local economic conditions could lead to higher loan charge-offs in connection with the acquisitions all of which may not be supported by the loss sharing agreements with the FDIC.

In connection with the acquisitions, we acquired a significant portfolio of loans. Although we marked down the loan portfolios we have acquired, there is no assurance that the non-impaired loans we acquired will not become impaired or that the impaired loans will not suffer further deterioration in value resulting in additional charge-offs to this loan portfolio. The fluctuations in national, regional and local economic conditions, including those related to local residential, commercial real estate and construction markets, which may increase the level of charge-offs that we make to our loan portfolio, and, consequently, reduce our net income, may also increase the level of charge-offs on the loan portfolios that we have acquired in the acquisitions and correspondingly reduce our net income. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition even if other favorable events occur. See “Business Risks – Credit Risks“ in our Annual Report on Form 10-K for the year ended December 31, 2012 for more information on the factors affecting the levels of these charge-offs.

Although we have entered into loss sharing agreements with the FDIC, which provide that a significant portion of losses related to specified loan portfolios that we have acquired in connection with the acquisitions will be indemnified by the FDIC, we are not protected from all losses resulting from charge-offs with respect to those specified loan portfolios. Additionally, the loss sharing agreements have limited terms; therefore, any charge-off of related losses that we experience after the term of the loss sharing agreements will not be reimbursed by the FDIC and will negatively impact our net income.

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We may fail to realize any benefits and incur unanticipated losses related to the assets of Peoples, Irwin Union Bank and Irwin FSB that First Financial Bank acquired and the liabilities of Peoples, Irwin Union Bank and Irwin FSB  that were assumed.

The success of these acquisitions will depend, in part, on First Financial’s ability to successfully combine the acquired businesses and assets with First Financial’s business and First Financial’s ability to successfully manage the significant loan portfolio that was acquired. As with any acquisition involving a financial institution, particularly with respect to the acquisition nearly doubling the size of First Financial, the large increase in the number of bank branches, and new areas of lending, there may be business and service changes and disruptions that result in the loss of customers or cause customers to close their accounts and move their business to competing financial institutions. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing business, or inconsistencies in standards, controls, procedures and policies that adversely affect First Financial’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the acquisition. Successful integration may also be hampered by differences between the organizations. Although First Financial had significant operations in the principal regional markets in which the acquired entities operated, the loss of key employees of these entities could adversely affect First Financial’s ability to successfully conduct business in certain local markets in which the entities operated, which could have an adverse effect on First Financial’s financial results. Integration efforts will also divert attention and resources from First Financial’s management. Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit our ability to successfully integrate the institutions or wind-down/exit non-strategic businesses.  If First Financial experiences difficulties with, or delays in, the integration or wind-down processes, the anticipated benefits of the acquisitions may not be realized fully, or at all, or may take longer to realize than expected. Furthermore, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

Finally, First Financial will need to ensure that the banking operations of the acquired entities maintain effective disclosure controls as well as internal controls and procedures for financial reporting, and such compliance efforts may be costly and may divert the attention of management.

First Financial’s Exchange Act reports contain limited financial information on which to evaluate the acquisition of Irwin Union Bank and Irwin FSB.

The acquisition of the banking operations and certain assets of Irwin Union Bank and Irwin FSB are significant acquisitions for First Financial; however, First Financial’s Exchange Act reports contain limited financial information on which to evaluate these acquisitions.  First Financial’s Exchange Act reports may not contain all of the financial and other information about Irwin Union Bank and Irwin FSB and the assets that were acquired and liabilities assumed that investors may consider important, including information related to the loan portfolio acquired and the impact of the acquisition on First Financial.

First Financial will be expanding operations into new geographic areas.

Portions of the market areas represented by Irwin Union Bank and Irwin FSB, including those in Arizona, California, Nevada and Utah, are areas in which First Financial historically conducted no banking activities. Although First Financial has divested and continues to divest itself of banking centers in areas outside its strategic footprint, First Financial must effectively integrate these new markets to manage the business currently conducted by these former branches, while maintaining appropriate risk controls. The ability to effectively manage assets and liabilities in these markets will be dependent on First Financial’s ability to understand the local market and competitive dynamics and identify and retain certain employees from Irwin who know their markets better than First Financial does.

Furthermore, the operations of the acquired franchise lending business will increase the concentration risk of First Financial’s lending and expand our geographic footprint in this area and First Financial will rely on the expertise of those individuals currently at the acquired franchise group.

Irwin Union Bank and certain of its subsidiaries, notably IHE and IMC were and continue to be the subject of a number of claims and legal actions regarding their mortgage banking, mortgage and/or home equity lines of business activities that took place prior to September 18, 2009. These matters may require significant resources and management attention.

In connection with the acquisition of certain assets and assumption of certain liabilities of Irwin Union Bank by First Financial Bank from the FDIC as receiver for Irwin Union Bank, First Financial purchased all of the stock of most of the subsidiaries of Irwin Union Bank. The transaction is governed by a Purchase and Assumption Agreement by and among the FDIC, the FDIC as receiver, and First Financial Bank dated September 18, 2009, as amended (the Purchase Agreement). There are currently claims and litigation against Irwin Union Bank and certain former Irwin Union Bank subsidiaries for alleged actions taken by Irwin Union Bank and/or its subsidiaries prior to September 18, 2009. Pursuant to the Purchase Agreement, litigation involving Irwin Union Bank's conduct prior to First Financial Bank's acquisition of its assets principally is the responsibility of the FDIC as receiver, and the FDIC as receiver has agreed to indemnify and hold harmless First Financial Bank for certain claims against Irwin Union Bank and its former subsidiaries for actions taken on or prior to September 18, 2009.

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We have identified a number of claims (and are evaluating others) against which we believe we should be indemnified pursuant to Section 12 of the Purchase Agreement, and we have submitted and expect to continue to submit requests for indemnification to the FDIC as receiver. The process of seeking indemnification from the FDIC as receiver with respect to such litigation could be time-consuming and subject to dispute. Unless the FDIC as receiver assumes the defense of such claims, First Financial will have to expend considerable time and effort to defend the actions, subject to such indemnification. Further, until the FDIC as receiver has approved and reimbursed us for the claims for which we should be indemnified, we could be exposed to liabilities arising from the defense of such claims. Discussions are ongoing with the FDIC as receiver regarding indemnification with respect to certain actions taken by Irwin Union Bank and/or its subsidiaries prior to September 18, 2009. However, there can be no assurances that the FDIC as receiver will agree with our positions regarding indemnification.

Although we expect the FDIC as receiver to provide indemnification in connection with certain assets and liabilities pursuant to the Purchase Agreement, First Financial may discover aspects of the acquisition for which indemnification is not available. These might involve inconsistencies in standards, controls, procedures and policies of the acquired Irwin entities that could adversely affect First Financial's ability to achieve the anticipated benefits of the transaction and could distract management from implementing its strategic plan.

The Chapter 11 proceedings initiated by IMC involve various risks and uncertainties that could have a material effect on us.

In connection with the Purchase Agreement, First Financial acquired, among other things, all of the stock of IMC. Prior to the acquisition, the operations of subsidiary IMC had been in wind-down: (a) in September 2006 a majority of its assets were sold, including the production and most of the headquarters operations; and (b) in January 2007 the bulk of IMC's portfolio of mortgage servicing rights as well as its servicing platform were sold to various purchasers. IMC continues to wind down, including its prior activities in the mortgage reinsurance business through its subsidiary, Irwin Reinsurance Corporation, a Vermont Corporation.

On July 8, 2011, IMC filed a voluntary bankruptcy petition under Chapter 11 of the U.S. Bankruptcy Code (see “Item 3. Legal Proceedings - Irwin Mortgage Corporation Bankruptcy”). The outcome of the Chapter 11 proceedings will depend on IMC's ability to reach acceptable agreement with creditors on the wind-down of IMC that is approved by the Bankruptcy Court, or alternatively if such wind-down would be confirmed by the Bankruptcy Court over the objection of any creditors or other parties in interest. We believe IMC also will be precluded from paying dividends to First Financial Bank and from making payments to any pre-petition creditors (including intercompany payables due and owing to First Financial or its subsidiaries) during the pendency of the Chapter 11 proceedings, without the Bankruptcy Court's approval. Furthermore, it is possible that in the Chapter 11 proceedings various claims may be asserted against First Financial, including allegations that we are liable for the pending litigation described in the immediately preceding risk factor, or other liabilities of IMC. We note, however, that to date, no such claims have been asserted or threatened against us, and we believe that First Financial and its subsidiaries have no responsibility for any liabilities of IMC. Accordingly, we cannot give any assurances as to the impact of the Chapter 11 proceedings on the financial condition, results of operations or future prospects of First Financial and its subsidiaries' businesses. We are also unable to predict the timing of any of the foregoing matters or the Chapter 11 proceedings themselves.

The acquisitions have increased First Financial’s commercial real estate loan portfolio, which have a greater credit risk than traditional residential mortgage loans.

With the acquisition of the Irwin entities' loan portfolios, the commercial real estate and construction loan portfolios have become a larger portion of First Financial Bank’s total loan portfolio than they were prior to the acquisitions. This type of lending is generally considered to have more complex credit risks than traditional single-family residential lending, because the principal is concentrated in a limited number of loans with repayment dependent on the successful operation of the related real estate or construction project. Consequently, these loans are more sensitive to the current adverse conditions in the real estate market and the general economy. These loans are generally less predictable and more difficult to evaluate and monitor and collateral may be more difficult to dispose of in a market decline.

First Financial Bank’s acquisitions of Peoples and Irwin from the FDIC have caused us to modify our disclosure controls and procedures, which may not result in the material information that we are required to disclose in our Exchange Act reports being recorded, processed, summarized, and reported adequately.

Our management is responsible for establishing and maintaining effective disclosure controls and procedures that are designed to cause the material information that we are required to disclose in reports that we file or submit under the Exchange Act to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the SEC’s rules and forms.  Because of the timing of the acquisitions, the internal control over financial reporting of Peoples’ and Irwin’s banking operations were excluded from the evaluation of effectiveness of our disclosure controls and procedures from the time of acquisition through June 30, 2010, but have been included since that time.  As a result of the Peoples and Irwin acquisitions, however, we have implemented changes to processes, information technology systems and other components of internal control over financial reporting as part of our integration activities. Notwithstanding any changes to our disclosure controls and

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procedures resulting from our evaluation of the same after the Peoples and Irwin acquisitions, our control systems, no matter how well designed and operated, may not result in the material information that we are required to disclose in our Exchange Act reports being recorded, processed, summarized, and reported adequately. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Certain fair value estimates and other measures associated with the assets of Peoples and Irwin acquired from the FDIC, if materially inaccurate, could adversely affect our financial condition and results of operations.

We have determined that the acquisitions of the net assets of Peoples and Irwin constituted business combinations as defined under GAAP. Accordingly, the assets acquired and liabilities assumed have been presented by us in our financial statements at their fair values as required. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. Under GAAP, these fair value estimates were considered preliminary and subject to change for up to one year after the closing dates of the acquisitions, as additional information relative to closing date fair values became available. The one year adjustment period for estimated fair market values expired at the end of the third quarter 2010. We and the FDIC are engaged in on-going discussions regarding indemnification with respect to certain actions taken by Irwin and its subsidiaries in connection with the purchase of certain assets and assumption of certain liabilities of Irwin by First Financial Bank from the FDIC as receiver.  In addition, the tax treatment of FDIC-assisted acquisitions is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the acquisition dates. Any future changes to such measures or determinations could adversely affect our financial condition and results of operations.

First Financial Bank’s failure to fully comply with the loss-sharing provisions relating to its acquisitions of Peoples and Irwin from the FDIC could jeopardize the loss-share coverage afforded to certain individual or pools of assets, rendering First Financial Bank financially responsible for the full amount of any losses related to such assets.

In connection with First Financial Bank’s acquisitions of Peoples and Irwin from the FDIC, First Financial Bank entered into loss-sharing agreements with the FDIC whereby the FDIC has agreed to cover 80% of the losses on certain single family residential mortgage loans and certain commercial loans (together, covered assets), and 95% of the losses on such covered assets in excess of thresholds stated in the loss-sharing agreements. First Financial Bank’s management of and application of the terms and conditions of the loss-sharing provisions of the Purchase and Assumption Agreements related to the covered assets is monitored by the FDIC through periodic reports that First Financial Bank must submit to the FDIC and on-site compliance visitations by the FDIC. If First Financial Bank fails to fully comply with its obligations under the loss-sharing provisions of the Purchase and Assumption Agreements relating to First Financial Bank’s acquisitions of Peoples and Irwin from the FDIC, First Financial Bank could lose the benefit of the loss-share coverage as it applies to certain individual or pools of covered assets. Without such loss-share coverage, First Financial Bank would be solely financially responsible for the losses sustained by such individual or pools of assets.

The benefits of our FDIC loss-sharing agreements may be reduced or eliminated.

In connection with First Financial Bank's assumption of the banking operations of Peoples, Irwin Union Bank and Irwin FSB, the Bank and the FDIC entered into Whole Bank Purchase and Assumption Agreements with Loss-Share.  Our decisions regarding the fair value of assets acquired, including the FDIC loss-sharing assets, could be inaccurate which could materially and adversely affect our business, financial condition, results of operations, and future prospects.Management makes various assumptions and judgments about the collectability of the acquired loans, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans. In FDIC-assisted acquisitions that include loss-sharing agreements, we record a loss-sharing asset that reflects our estimate of the timing and amount of future losses that are anticipated to occur in and used to value the acquired loan portfolio. In determining the size of the loss-sharing asset, we analyze the loan portfolio based on historical loss experience, volume and classification of loans, volume and trends in delinquencies and nonaccruals, local economic conditions, and other pertinent information.

If our assumptions relating to the timing or amount of expected losses are incorrect, there could be a negative impact on our operating results.  Increases in the amount of future losses in response to different economic conditions or adverse developments in the acquired loan portfolio may result in increased credit loss provisions.  Changes in our estimate of the timing of those losses, specifically if those losses are to occur beyond the applicable loss-sharing periods, may result in impairments of the FDIC indemnification asset.

Item 1B.  Unresolved Staff Comments.

None.

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Item 2.  Properties.

The registrant and its subsidiaries operate from 124 banking centers.  Its strategic operating markets are located within the three state regions of Ohio, Indiana, and Kentucky, where it operates 65 banking centers located in Ohio, as well as First Financial's executive office in Cincinnati, Ohio; 55 banking centers located in Indiana; and 4 banking centers located in Kentucky.

Item 3.  Legal Proceedings.

We make the following disclosure in connection with the acquisition of certain assets and assumption of certain liabilities of Irwin Union Bank by First Financial Bank from the FDIC as receiver for Irwin Union Bank.  The acquisition was completed pursuant to the Purchase Agreement dated September 18, 2009, as amended.  Some of these claims involve Irwin Union Bank prior to it being placed in receivership and are thus the responsibility of the FDIC as receiver pursuant to the Purchase Agreement.  Furthermore, with respect to the claims set forth below, First Financial Bank has or expects to submit requests for indemnification to the FDIC as receiver pursuant to Section 12 of the Purchase Agreement.  Pursuant to the Purchase Agreement, the FDIC as receiver has agreed to indemnify and hold harmless First Financial Bank for certain claims against Irwin Union Bank and the former subsidiaries of Irwin Union Bank for actions taken on or prior to September 18, 2009.  First Financial believes the matters discussed below qualify for indemnification.  Furthermore, discussions are ongoing with the FDIC regarding indemnification with respect to certain actions taken by Irwin and its subsidiaries in connection with the purchase of certain assets and assumption of certain liabilities of Irwin by First Financial Bank from the FDIC as receiver.

Irwin Mortgage Corporation Bankruptcy

On July 8, 2011, Irwin Mortgage Corporation (IMC), a wholly-owned subsidiary of First Financial Bank, filed a voluntary bankruptcy petition under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Ohio (Bankruptcy Court), Case No. 11-57191. In its Declaration in Support of First Day Pleadings filed with the Bankruptcy Court (Declaration), IMC stated that it believes “[a] Chapter 11 filing (a) affords national jurisdiction to effectively and efficiently manage the numerous claims against IMC, many of which are pending in state and federal courts around the country; and (b) allows IMC to proceed as a debtor in possession with experienced and knowledgeable management to assist with the liquidation and the claims administration.”

The proof of claim bar date for non-governmental units was October 31^, 2011. The proof of claim bar date for administrative claims was January 31, 2012. The proof of claim bar date for governmental units was January 13, 2012. On October 28, 2011, First Financial submitted a pre-petition claim to the bankruptcy court in the amount of approximately $15.3 million. In addition, on January 27, 2012, First Financial filed an administrative claim of approximately $33,000 with the bankruptcy court. On January 5, 2013, IMC and FFB reached a tentative settlement whereby all claim between the two entities would be resolved in a global settlement. If finalized, the plan is not expected to have a material adverse effect on the financial statements of First Financial. On January 5, 2013, IMC filed its plan of liquidation with the court and later filed a disclosure statement containing the general terms of the above settlement. It is expected that a definitive settlement agreement will be filed as a supplement to the plan and that would be filed prior to the confirmation hearing. Until the court approves the plan and all objection periods have passed, it is not possible to determine the eventual outcome in these matters.

IMC's consolidated results of operation were included in First Financial's results for the first six months of 2011.  Effective July 1, 2011IMC's consolidated balance sheet, and its results of operations from that date forward, are no longer included in First Financial's consolidated financial statements. As a result, litigation involving IMC will no longer be reported in First Financial filings.

Litigation with Freedom Mortgage Corporation.

On January 22, 2008, Irwin Union Bank and Trust Company (Irwin Union Bank) and Irwin Home Equity Corporation (IHE), filed suit against Freedom Mortgage Corporation (Freedom) in the United States District Court for the Northern District of California, Oakland Division, Irwin Union Bank, et al. v. FreedomMortgage Corp. (the First California Action), for breach of

contract and negligence arising out of Freedom's refusal to repurchase certain mortgage loans that Irwin Union Bank and/or IHE had purchased from Freedom. Irwin Union Bank and IHE are seeking damages in excess of $8 million from Freedom.

In response, in March 2008, Freedom moved to compel arbitration of the claims asserted in the First California Action. Freedom has asserted claims against IHE and Irwin Union Bank in the arbitration and is seeking, among other things, damages exceeding $8 million. Freedom also filed suit against Irwin Mortgage Corporation (Irwin Mortgage) and its former indirect parent, Irwin Financial Corporation (IFC), (now in Chapter 7 bankruptcy), in the United States District Court for the District of Delaware, Freedom Mortgage Corporation v. Irwin Financial Corporation et al., (the “Delaware Action”). Freedom alleged that the repurchase demands in the First California Action represent various breaches of an Asset Purchase Agreement dated as

22

of August 7, 2007, which was entered into by IFC, Irwin Mortgage and Freedom in connection with the sale to Freedom of the majority of Irwin Mortgage's loan origination assets. In the Delaware Action, Freedom sought damages in excess of $8 million and to compel IFC to order its (now former) subsidiaries in the First California Action to dismiss their claims.

In April 2008, the California district court stayed the First California Action pending completion of arbitration. The arbitration remains pending. The California district judge previously stated on the record that she would not hear Freedom's claims in the Delaware Action until the arbitration is completed.

On March 23, 2009, the Delaware district court granted Irwin's motion to transfer the Delaware Action to the Northern District of California, and ordered that the Delaware case be closed. The Delaware Action was transferred on March 30, 2009 and officially filed in the United States District Court for the Northern District of California, San Francisco Division, on March 31, 2009, Freedom Mortgage Corporation v. Irwin Financial Corporation and Irwin Mortgage Corporation (the “Second California Action”).

As a result of the FDIC receivership of Irwin Union Bank, the bankruptcy of IFC, and the perceived desire of the parties to consider settlement options, several stipulations were entered into postponing various case management dates originally ordered by the court. No reserves have been established for this litigation.

On July 8, 2011, Irwin Mortgage filed a petition for relief under Chapter 11 of the United States Bankruptcy Code. As a result of the petition, an automatic stay came into effect with respect to Irwin Mortgage in this litigation.

On August 2, 2011, First Financial Bank made a claim for indemnification with respect to the subsidiaries. Conditional indemnification was granted on May 29, 2012.

General Litigation

We and our subsidiaries are from time to time engaged in various matters of litigation, including the matters described above, other assertions of improper or fraudulent loan practices or lending violations, and other matters, and we have a number of unresolved claims pending. In addition, as part of the ordinary course of business, we and our subsidiaries are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral, and foreclosure interests, that is incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, we believe that damages, if any, and other amounts relating to pending matters are not likely to be material to our consolidated financial position or results of operations, except as described above. Reserves are established for these various matters of litigation, when appropriate under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel.

On at least a quarterly basis, First Financial assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. For those matters where it is probable that First Financial will incur a loss and the amount of the loss can be reasonably estimated, First Financial records a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, First Financial has not accrued legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, First Financial’s management believes that its established legal reserves are currently adequate. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to First Financial’s consolidated financial position, consolidated results of operations or consolidated cash flows.

Item 4. Mine Safety Disclosures.

Not applicable.

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Executive Officers of First Financial Bancorp

Shown in the table below are the executive officers of First Financial Bancorp as of December 31, 2012. The executive officers are either officers of First Financial or officers of a subsidiary of First Financial who perform policy-making functions for First Financial. The officers are elected annually at the organizational meetings of the boards of directors of their respective affiliates and serve until the next organizational meeting, or until their successors are elected and duly qualified.

Name	Age	Position
Claude E. Davis	52	President & Chief Executive Officer
C. Douglas Lefferson	48	Executive Vice President & Chief Banking Officer
J. Franklin Hall (1)	44	Executive Vice President, Chief Financial Officer & Chief Operating Officer (1)
Anthony M. Stollings (1)	58	Executive Vice President & Chief Risk Officer (2)
Gregory A. Gehlmann	51	Executive Vice President & Chief General Counsel
Kevin T. Langford	45	Executive Vice President & Chief Administrative Officer
Alisa E. Poe	51	Executive Vice President & Chief Talent Officer
Jill A. Stanton	50	Executive Vice President & Co-Chief Retail Banking Officer
Jill L. Wyman	51	Executive Vice President & Co-Chief Retail Banking Officer
John M. Gavigan	34	First Vice President & Controller

(1) No longer in these positions effective January 18, 2013.

(2) Effective January 18, 2013, also Chief Financial Officer.

The following is a brief description of the business experience over the past five years of the individuals named above.

Claude E. Davis—President, Chief Executive Officer, and a member of the board of directors on October 1, 2004. Beginning August 23, 2005, Mr. Davis became the president, CEO, and chairman of the board of Bank. At the time he joined First Financial, Mr. Davis was senior vice president at Irwin Financial Corporation and chairman of Irwin Union Bank and Trust (the company’s lead bank), positions he had held since May 2003 to his departure.

C. Douglas Lefferson—Executive Vice President and Chief Banking Officer since November 2010; Chief Operating Officer (April 2005–November 2010); and Chief Financial Officer (January 2002–April 2005). Mr. Lefferson has spent his entire banking career in various positions within the Company and its subsidiaries.

J. Franklin Hall—Executive Vice President, Chief Financial Officer, and Chief Operating Officer (designated Principle Accounting Officer on an interim basis until December 17, 2011) (September 2011 – January 17, 2013) and Chief Financial Officer (April 2005 – January 17, 2013). He has served other roles with affiliates of the Company, President of First Financial Capital Advisors, LLC (April 2007–December 31, 2010) and President of the First Funds family of proprietary mutual funds (December 2006–December 2009); and Controller (January 2002–April 2005). Mr. Hall joined First Financial in June of 1999.

Anthony M. Stollings—Executive Vice President, Chief Financial Officer and Chief Risk Officer since January 18, 2013. Mr. Stollings joined First Financial in December 2006 as Senior Vice President, Chief Accounting Officer and Controller. He has served as EVP and Chief Risk Officer since September 1, 2011. He previously spent 13 years with Provident Financial Group, Inc., a commercial banking and financial services company headquartered in Cincinnati, Ohio, where he was the Senior Vice President, Chief Accounting Officer and Controller from 2002 to 2004 and Senior Vice President and Controller from 1998 to 2002.

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Gregory A. Gehlmann—Executive Vice President and General Counsel since April 2010; has been general counsel since joining the Company in June 2005. From July 2006–August 2008, he assumed the additional responsibility of Chief Risk Officer. Prior to joining First Financial, Mr. Gehlmann practiced law for 16 years in Washington, D.C. From March 2000–June 2005, he served as partner/counsel at Manatt, Phelps & Phillips, LLP, Washington, D.C., where he served as counsel to public and private companies, as well as investors, underwriters, directors, officers and principals regarding corporate securities, banking and general business and transactional matters.

Kevin T. Langford—Executive Vice President and Chief Administrative Officer since November 2010. Mr. Langford joined First Financial in January 2006 as Senior Vice President, Chief Information Officer. Prior to joining First Financial, Mr. Langford served various technology and operational roles at Irwin Financial Corporation.

Alisa E. Poe—Executive Vice President and Chief Talent Officer since April 2010. Ms. Poe joined the company in September 2009 as Senior Vice President, Chief Human Resources Officer. Prior to joining First Financial, Ms. Poe was employed by The Midland Company where she served as vice president, corporate administration from 2007 to 2009, and director of Human Resources Operations from 2003 to 2007. Ms. Poe previously spent 7 years with Structural Dynamics Research Corporation (now part of Siemens) as director of Human Resource Services. She has spent over 20 years in the human resources profession and has experience leading all areas of human resources, including compensation, benefits, recruiting, training, associate relations and HR operations.

Jill A. Stanton—Executive Vice President and Co-Chief Retail Banking Officer since June 2010. Ms. Stanton joined First Financial as Senior Vice President, Retail and Small Business Lending in 2008. Prior to joining First Financial, she served as Senior Vice President at Irwin Union Bank and Trust Company, Columbus, Indiana.

Jill L. Wyman—Executive Vice President and Co-Chief Retail Banking Officer since June 2010. Ms. Wyman was Senior Vice President and Director of Marketing and Communications from 2004 to 2010. She joined First Financial in 2003 as Vice President and Sales Director.

John M. Gavigan—First Vice President and Corporate Controller (Principal Accounting Officer). Mr. Gavigan joined First Financial in September 2008 as assistant vice president and assistant controller, and was subsequently promoted to vice president and assistant controller in 2009, where he held that position until assuming his current position effective December 2011. Prior to joining First Financial, Mr. Gavigan was a manager with Protiviti Inc., a leading international provider of business and technology risk consulting services, where he specialized in financial reporting-related services.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)           Market information, holders, dividends

First Financial's common stock is listed on The Nasdaq Global Select Stock Market® under the symbol "FFBC". The information contained in the “Quarterly Financial And Common Stock Data” in First Financial’s Annual Report to Shareholders for the year ended December 31, 2012 with respect to our stock price and dividends, is incorporated herein by reference in response to this item.

As of February 22, 2013, our common stock was held by approximately 3,054 shareholders of record, a number that does not include beneficial owners who hold shares in “street name”, or shareholders from previously acquired companies that have not exchanged their stock. At December 31, 2012, a total of 1,991,375 stock options and 518,756 shares of restricted stock were outstanding. Additional information about stock options, restricted stock and restricted stock units is included in Note 20 of the Notes to Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2012 and in Item 12 below.

The payment of future cash dividends is at the discretion of our Board and subject to a number of factors, including results of operations, general business conditions, growth, financial condition and other factors deemed relevant by the Board of Directors. Further, our ability to pay future cash dividends is subject to certain regulatory requirements and restrictions discussed in the Supervision and Regulationsection in Item 1 above. For further information see Note 6 of the Notes to Consolidated Financial Statements of First Financial's Annual Report to Shareholders, which is incorporated by reference in response to this item.

We have a dividend reinvestment plan that permits shareholder participants to purchase shares at the then-current market price in lieu of the receipt of cash dividends. Shares issued in connection with the dividend reinvestment plan are purchased in open market transactions.

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Equity Compensation Plan Information

The following table sets forth information as of December 31, 2012 with respect to compensation plans under which shares of our common stock may be issued:

Securities authorized for issuance under equity compensation plans

	Number of securities to be  issued upon exercise of  outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities  remaining available for  future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan category	(a)	(b)		(c) (1)
Equity compensation plans approved by security holders	1,991,375	$	14.13	1,789,529
Equity compensation plans not approved by security holders	N/A	N/A		N/A

(1) The securities included in this column are available for issuance under the First Financial Bancorp. 2012 Stock Plan (2012 Plan), 2009 Employee Stock Plan (Stock Plan), 2009 Non-Employee Director Stock Plan (Director Plan), 1999 Stock Option Plan for Non-Employee Directors (1999 Directors Plan) and the 1999 Stock Incentive Plan for Officers and Employees (Incentive Plan).  All five plans include provisions regarding adjustments to the number of securities available for future issuance under the respective plans in the event of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of First Financial affecting First Financial’s common shares.  In any of the foregoing events, the Director Plan permits the Board of Directors and the Incentive Plan permits the Board of Directors or the Compensation Committee to make such substitution or adjustments in the aggregate number and kind of shares available for issuance under the respective plans as the Board of Directors (or, in the cases of the Stock Plan and the Incentive Plan, the Compensation Committee) may determine to be appropriate in its sole discretion.  Of the securities reported in column (c) 43,623 are available for future issuance under the Director Plan and 1,745,906 are available under the 2012 Plan.

N/A - Not applicable.

Stock Performance Graph

The stock performance graph contained in “Total Return to Shareholders” of First Financial Bancorp’s Annual Report to Shareholders for the year ended December 31, 2012, is incorporated herein by reference in response to this item.

(b) Unregistered Sales of Equity Securities and Use of Proceeds

N/A.

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(c) The following table shows the total number of shares repurchased in the fourth quarter of 2012.

Issuer Purchases of Equity Securities

	(a)	(b)		(c)	(d)
Period	Total Number  of Shares  Purchased (1)	Average  Price Paid  Per Share		Total Number of  Shares Purchased as  Part of Publicly  Announced Plans (2)	Maximum Number of Shares that may yet  be purchased Under  the Plans
October 1 to October 31, 2012
Share repurchase program	0	$	0.00	0	5,000,000
Director Fee Stock Plan	2,868	16.44		NA	NA
Stock Plans	17,900	16.94		NA	NA
November 1 to November 30, 2012
Share repurchase program	345,000	$	14.89	345,000	4,655,000
Director Fee Stock Plan	0	0.00		NA	NA
Stock Plans	6,151	14.43		NA	NA
December 1 to December 31, 2012
Share repurchase program	115,500	$	14.44	115,500	4,539,500
Director Fee Stock Plan	0	0.00		NA	NA
Stock Plans	0	0.00		NA	NA
Total
Share repurchase program	460,500	$	14.78	460,500
Director Fee Stock Plan	2,868	$	16.44	NA
Stock Plans	24,051	$	16.30	NA

(1) Except with respect to the share repurchase program, the number of shares purchased in column (a) and the average price paid per share in column (b) include the purchase of shares other than through publicly announced plans.  The shares purchased other than through publicly announced plans were purchased pursuant to First Financial’s Director Fee Stock Plan, 1999 Stock Option Plan for Non-Employee Directors, 1999 Stock Incentive Plan for Officers and Employees, 2009 Employee Stock Plan, Amended and Restated 2009 Non-Employee Director Stock Plan and 2012 Stock Plan (the last five plans are referred to hereafter as the Stock Plans.)  The table shows the number of shares purchased pursuant to those plans and the average price paid per share.  The purchases for the Director Fee Stock Plan were made in open-market transactions.  Under the Stock Plans, shares were purchased from plan participants at the then current market value in satisfaction of stock option exercise prices.

(2) First Financial has one remaining previously announced stock repurchase plan under which it is currently authorized to purchase shares of its common stock.   The plan has no expiration date.  The table that follows provides additional information regarding this plan.  

Announcement Date	Total Shares  Approved for  Repurchase	Total Shares Repurchased Under The Plan	Expiration  Date
10/25/2012	5,000,000	460,500	None

Item 6.  Selected Financial Data.

The information contained in Table 1 of the Management’s Discussion and Analysis section of First Financial's Annual Report to Shareholders for the year ended December 31, 2012, is incorporated herein by reference in response to this item.

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Item 7.  Management's Discussion and Analysis of Financial Condition and Results Of Operations.

The information contained in the Management’s Discussion and Analysis section (including certain forward looking statements) of First Financial’s Annual Report to Shareholders for the year ended December 31, 2012 (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.

See a discussion in the Risk Factors section in Part 1A of this report.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk

The information contained in the Market Risk section and in Table 17-Market Risk Disclosure of the Management’s Discussion and Analysis in First Financial's Annual Report to Shareholders for the year ended December 31, 2012, is incorporated herein by reference in response to this item.

Item 8.  Financial Statements and Supplementary Data.

The consolidated financial statements and the reports of our independent registered public accounting firm included in the Consolidated Financial Statements and the Notes to Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2012, are incorporated herein by reference.

The Quarterly Financial and Common Stock Data at the end of the Notes to Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2012, is incorporated herein by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.        Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 13a-15 of the Exchange Act that are designed to cause the material information required to be disclosed by First Financial in the reports it files or submits under the Exchange Act to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the Securities and Exchange Commission’s rules and forms (the disclosure controls and procedures).  In designing and evaluating the disclosure controls and procedures, management recognizes that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

First Financial’s chief executive officer and chief financial officer, together with other members of senior management, have evaluated the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, First Financial’s chief executive officer and chief financial officer have concluded that the disclosure controls and procedures are effective (i) to ensure that material information relating to First Financial, including its consolidated subsidiaries, is communicated to them on a timely basis, and (ii) to accomplish the purposes for which they were designed.

Internal Control Over Financial Reporting

Management's Report On Internal Control Over Financial Reporting and the Report Of Independent Registered Public Accounting Firm included in First Financial’s Annual Report to Shareholders for the year ended December 31, 2012, are incorporated herein by reference.

Changes in Internal Controls

First Financial maintains a system of internal accounting controls, which includes internal control over financial reporting, that is designed to provide reasonable assurance that First Financial’s financial records can be relied upon for preparation of its financial statements and that its assets are safeguarded against loss from unauthorized use or disposition.  There were no other changes in First Financial’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, First Financial’s internal control over financial reporting.

Item 9B.  Other Information.

None.

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PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Information appearing under “Election of Directors,” “Meetings of the Board of Directors and Committees of the Board,” “Corporate Governance,” and “Compliance with Section 16(a) of the Exchange Act” of First Financial's Definitive Proxy Statement with respect to the Annual Meeting of Shareholders to be held on May 28, 2013, and which is expected to be filed with the SEC, pursuant to Regulation 14A of the Securities Exchange Act of 1934 (First Financial’s Proxy Statement) within 120 days of the close of our fiscal year, is incorporated herein by reference in response to this item.

First Financial has adopted a code of ethics, the First Financial Bancorp. Code of Business Conduct, which applies to First Financial’s directors, officers and employees.  In addition, the Company maintains a Code of Ethics for the CEO and Senior Financial Officers. Both documents are available through First Financial’s website, www.bankatfirst.com under the “Investor Information” link, under “Corporate Governance.”

Item 11.  Executive Compensation.

The information appearing under "Meetings of the Board of Directors and Committees of the Board," “Compensation Discussion and Analysis,” "Executive Compensation," “Compensation Committee Interlocks and Insider Participation,” and "Compensation Committee Report" of First Financial's Proxy Statement is incorporated herein by reference in response to this item.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information appearing under “Securities Authorized for Issuance Under Equity Compensation Plans” set forth in Part II, Item 5 and "Shareholdings of Directors, Executive Officers, and Nominees for Director" of First Financial's Proxy Statement is incorporated herein by reference in response to this item.

Item 13.  Certain Relationships and Related Transactions.

The information appearing in Note 21 of the Notes to Consolidated Financial Statements included in First Financial's Annual Report to Shareholders is incorporated herein by reference in response to this item.  Reference is also made to information appearing under “Corporate Governance - Transactions with Related Parties” of First Financial’s Proxy Statement in response to this item.

Item 14.  Principal Accounting Fees and Services.

Information appearing under “Independent Registered Public Accounting Firm Fees” of First Financial’s Proxy Statement is incorporated herein by reference in response to this item.

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PART IV

Item 15.  Exhibits, Financial Statement Schedules.

(a)	Documents filed as a part of the Report:
		Reports of Independent Registered Public Accounting Firm
		Consolidated Balance Sheets as of December 31, 2012 and 2011
		Consolidated Statements of Income for years ended December 31, 2012, 2011, and 2010
		Consolidated Statements of Comprehensive Income for years ended December 31, 2012, 2011, and 2010
		Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2012, 2011, and 2010
		Consolidated Statements of Cash Flows for years ended December 31, 2012, 2011, and 2010
		Notes to Consolidated Financial Statements
	(2)	Financial Statement Schedules:
		Schedules to the consolidated financial statements required by Regulation S-X are not required under
		the related instructions, or are inapplicable, and therefore have been omitted

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(13) Exhibits:

Exhibit Number
2.1	Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Peoples Community Bank, West Chester, Ohio, the Federal Deposit Insurance Corporation and First Financial Bank, National Association, dated as of July 31, 2009 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2009 and incorporated herein by reference) (Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
2.2	Purchase and Assumption Agreement Modified Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Irwin Union Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance Corporation and First Financial, dated as of September 18, 2009 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 23, 2009 and incorporated herein by reference) (Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
2.3	Purchase and Assumption Agreement Modified Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Irwin Union Bank, F.S.B., Louisville, Kentucky, the Federal Deposit Insurance Corporation and First Financial, dated as of September 18, 2009 (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on September 23, 2009 and incorporated herein by reference) (Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
3.1	Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference).
3.2	Certificate of Amendment by the Board of Directors to the Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 24, 2008, and incorporated herein by reference).
3.3	Certificate of Amendment by Shareholders to the Amended and Restated Articles of Incorporation (filed as Exhibit 4.2 to the Form S-3 filed on January 21, 2009, and incorporated herein by reference, Registration No. 333-156841).
3.4	Amended and Restated Regulations, as amended as of May 1, 2007 (filed as Exhibit 3.2 to the Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).
3.5	Article Fifth of the Amended and Restated Articles of Incorporation of FFBC (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on May 27, 2011 and incorporated herein by reference).
3.6	Amended Article II, Section 2.2 of the Regulations of FFBC (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on May 27, 2011 and incorporated herein by reference).
4.1	Letter Agreement, dated as of December 23, 2008, between the Registrant and the United States Department of the Treasury, which includes the Securities Purchase Agreement – Standard Terms (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2008, and incorporated herein by reference).
4.2	Warrant to Purchase up to 930,233 shares of Common Stock dated as of December 23, 2008 (filed as Exhibit 4.1 to the Form 8-K filed on December 30, 2008 and incorporated herein by reference).
4.3	No instruments defining the rights of holders of long-term debt of First Financial are filed herewith.  Pursuant to (b)(4)(iii) of Item 601 of Regulation S-K, First Financial agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.
10.1	First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan, dated April 24, 1997 (incorporated herein by reference to a Registration Statement on Form S-3, Registration No. 333-25745).
10.2	First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees, dated April 27, 1999 (incorporated herein by reference to a Registration Statement on Form S-3, Registration No. 333-86781).*
10.3	First Financial Bancorp. 1999 Non-Employee Director Stock Plan, as dated April 27, 1999 and amended and restated as of April 26, 2006 (filed as Exhibit 10.11 to the Form 10-Q for the quarter ended March 31, 2006 and incorporated herein by reference).*
10.4	First Financial Bancorp. Director Fee Stock Plan amended and restated effective April 20, 2004 (filed as Exhibit 10.12 to the Form10-Q for the quarter ended June 30, 2004 and incorporated herein by reference).*
10.5	Form of Executive Supplemental Retirement Agreement (filed as Exhibit 10.7 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).*
10.6	Form of Endorsement Method Split Dollar Agreement (filed as Exhibit 10.8 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).*
10.7	First Financial Bancorp. Amended and Restated Deferred Compensation Plan (filed as Exhibit 10.9 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).*
10.8	Form of Stock Option Agreement for Incentive Stock Options (2005 – 2008) (filed as Exhibit 10.1 to the Form 8-K filed on April 22, 2005 and incorporated herein by reference).*

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10.9	Form of Stock Option Agreement for Non-Qualified Stock Options (2005-2008) (filed as Exhibit 10.2 to the Form 8-K filed on April 22, 2005 and incorporated herein by reference).*
10.10	Amended and Restated Employment and Non-Competition Agreement between Claude E. Davis and First Financial Bancorp. dated December 30, 2011, and incorporated herein by reference to Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 5, 2012.*
10.11	Amended and Restated Employment and Non-Competition Agreement between C. Douglas Lefferson and First Financial Bancorp. dated December 31, 2010, and incorporated herein by reference to Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 3, 2011.*
10.12	Amended and Restated Employment and Non-Competition Agreement between J. Franklin Hall and First Financial Bancorp. dated January 1, 2011, and incorporated herein by reference to Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 3, 2011.*
10.13	Amended and Restated Employment and Non-Competition Agreement between Gregory A. Gehlmann and First Financial Bancorp. dated December 31, 2010, and incorporated herein by reference to Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 3, 2011.*
10.14	First Financial Bancorp. Amended and Restated Key Management Severance Plan as approved February 26, 2008 (filed as Exhibit 10.21 to the Form 10-Q filed on May 9, 2008 and incorporated herein by reference).*
10.15	Form of Agreement for Restricted Stock Award (2008) (filed as Exhibit 10.22 to the Form 10-Q filed on May 9, 2008 and incorporated herein by reference).*
10.16	Form of Waiver, executed by each of Messrs. Claude E. Davis, C. Douglas Lefferson, J. Franklin Hall, Samuel J. Munafo and Gregory A. Gehlmann dated as of December 23, 2008 (filed as Exhibit 10.2 to the Form 8-K filed on December 30, 2008 and incorporated herein by reference).*
10.17	Form of Letter Agreement, executed by each of Messrs. Claude E. Davis, C. Douglas Lefferson, J. Franklin Hall, Samuel J. Munafo and Gregory A. Gehlmann dated as of December 23, 2008 (filed as Exhibit 10.3 to the Form 8-K filed on December 30, 2008 and incorporated herein by reference).*
10.18	First Financial Bancorp. 2009 Employee Stock Plan (filed as Appendix A to the DEF 14A Definitive Proxy Statement filed on April 23, 2009 and incorporated herein by reference).*
10.19	First Financial Bancorp. Amended and Restated 2009 Non-Employee Director Stock Plan (filed as Appendix B to the DEF 14 Definitive Proxy Statement filed on April 13, 2012 and incorporated herein by reference).*
10.20	Form of Agreement for Restricted Stock Awards for 2009 Awards under the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees (filed as Exhibit 10.30 for the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).*
10.21	Form of Agreement for Restricted Stock Awards for Awards under the First Financial Bancorp. 2009 Employee Stock Plan (filed as Exhibit 10.31 for the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).*
10.22	Executive Supplemental Savings Agreement between Claude E. Davis and First Financial Bancorp. Dated August 25, 2008 (filed as Exhibit 10.31 to the Form10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).*
10.23	Form of Amended and Restated Agreement for Restricted Stock Award (2009) for NEOs/Top Five Compensated Employees (filed as Exhibit 10.32 to the Form10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).*
10.24	Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. 2009 Employee Plan (3-year vesting/accrual of dividends) (filed as Exhibit 10.33 to the Form10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).*
10.25	Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. 2009 Non-Employee Directors Stock Plan (filed as Exhibit 10.34 to the Form10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).*
10.26	First Financial Bancorp. Short-Term Incentive Plan (filed as Appendix C to the DEF 14A Definitive Proxy Statement filed on April 19, 2011 and incorporated herein by reference).*
10.27	Terms of First Financial Bancorp. Short-Term Incentive Plan (2012) (incorporated herein by reference to the Form 8-K filed on March 2, 2012).*
10.28	Form of Agreement for Restricted Stock Award under the First Financial Bancorp. 2009 Employee Stock Plan (2011-12 grants) (filed as Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by reference).*
10.29	First Financial Bancorp. 2012 Stock Plan (filed as Appendix A to the DEF 14A Definitive Proxy Statement filed on April 13, 2012 and incorporated herein by reference).*

33

13	Registrant's annual report to shareholders for the year ended December 31, 2012.
14.1	First Financial Bancorp. Code of Conduct, as approved October 23, 2012 (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 29, 2012 and incorporated herein by reference).
14.2	Code of Ethics for the CEO and Senior Financial Officers (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on October 29, 2012 and incorporated herein by reference).
21	First Financial Bancorp. Subsidiaries.
23	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
31.2	Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
32.1	Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
32.2	Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
101.1	Financial statements from the Quarterly Report on Form 10-K of the Company for the year ended December 31, 2012, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders' Equity, and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail.**

First Financial will furnish, without charge, to a security holder upon request a copy of the documents, portions of which are incorporated by reference (Annual Report to Shareholders and Proxy Statement), and will furnish any other Exhibit upon payment of reproductions costs.  Unless as otherwise noted, documents incorporated by reference involve File No. 000-12379.

* Compensation plan(s) or arrangement(s).

** As provided in Rule 406T of Regulation S-T, this information shall not be deemed "filed" for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

34

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST FINANCIAL BANCORP.

By:	/s/ Claude E. Davis
Claude E. Davis, Director
President and Chief Executive Officer

Date  2/25/2013

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Claude E. Davis		/s/ Anthony M. Stollings
Claude E. Davis, Director		Anthony M. Stollings
President and Chief Executive Officer		Executive Vice President and Chief Financial Officer
Date	2/25/2013	Date	2/25/2013
/s/ Murph Knapke		/s/ John M. Gavigan
Murph Knapke, Director		John M. Gavigan, First Vice President and Corporate Controller
Chairman of the Board		(Principal Accounting Officer)
Date	2/25/2013	Date	2/25/2013
/s/ J. Wickliffe Ach		/s/ David S. Barker
J. Wickliffe Ach, Director		David S. Barker, Director
Date	2/25/2013	Date	2/25/2013
/s/ Cynthia O. Booth		/s/ Donald M. Cisle
Cynthia O. Booth, Director		Donald M. Cisle, Director
Date	2/25/2013	Date	2/25/2013
/s/ Mark A. Collar		/s/ Corinne R. Finnerty
Mark A. Collar, Director		Corinne R. Finnerty, Director
Date	2/25/2013	Date	2/25/2013

35

/s/ Susan L. Knust		/s/ William J. Kramer
Susan L. Knust, Director		William J. Kramer, Director
Date	2/25/2013	Date	2/25/2013
/s/ Richard E. Olszewski		/s/ Maribeth S. Rahe
Richard E. Olszewski, Director		Maribeth S. Rahe, Director
Date	2/25/2013	Date	2/25/2013

36

EX-13

EXHIBIT 13

First Financial Bancorp 2012 Annual Report Success Begins Here

1$6.5 Billion in Assets $5.0 Billion in deposits 2012 performance First Financial KBW Regional Bank index Components - Median Value 10% 8% 6% 4% 2% 0% 9. 43 % For Full Year 2012 Return on Average Shareholders' Equity 8. 34 % For Full Year 2012 Net Interest Margin 5% 4% 3% 2% 1% 0% 4. 37 % 3. 69 % For Full Year 2012 Return on Average Assets 1.25% 1.0% .75% .5% .25% 0% 1. 07 % 0. 96 % Key financial results and trends: 89 consecutive quarters of profitability Total uncovered loans of $3.2 billion, an increase of $210.6 million, or 7.1%, compared to December 31, 2011 Total classified, or problem, assets declined 20.5% compared to balances on December 31, 2011

$5.0 Billion in deposits Maintained high capital levels that are among industry leaders. First Financial tangible Common equity Ratio First Financial tier 1 Capital Ratio First Financial total Risk-Based Capital Ratio KBW Regional Bank index Components - Median Value 20% 15% 10% 5% 0% As of December 31, 2012 9. 50 % 8. 66 % 16 .3 2% 13 .1 2% 17 .6 0 % 14 .8 0% the variable dividend under which 100% of quarterly earnings are paid out placed First Financial's common stock among the highest yielding dividend investments in the banking industry. 8% 6% 4% 2% 0% At December 31, 2012 7. 66 % 2. 67 % Dividend Yield Capital Ratios ■ Financial operating results remained solid during 2012 as continued execution of our strategic plan resulted in key profitability metrics exceeding standard performance for similar financial institutions across the country. ■ Almost 45 percent of our total growth in uncovered loans came from the Indianapolis and Dayton markets. Furthermore, added deposit relationships contributed to earnings as fee revenue from deposit products increased 9.6 percent compared to 2011. ■ our business credit and equipment finance products enjoyed tremendous growth as balances increased over 80 percent during the year and represented approximately 24 percent of the annual growth in uncovered loans. ■ Mortgage originations increased more than 67 percent during 2012 and fee revenue from our mortgage business increased 51 percent year-over-year. First Financial continues to be recognized as an industry leader in capital management. throughout 2012, we continued the 100 percent of quarterly earnings dividend payout to shareholders that began in 2011. We also announced a share repurchase plan with the ability to repurchase up to 5,000,000 shares of common stock. in the fourth quarter, First Financial bought back 460,500 shares under this plan. When combined with the dividends paid, we returned 110.8 percent of 2012 full-year net income to shareholders during the year. Success begins with responsible growth and the day-to-day execution of a focused plan. the banking industry continues to face challenging headwinds due to the persistent low interest rate environment and slow-recovering economy. over the last several years, though, we have made significant investments intended to create long-term franchise value for all company stakeholders. investments include the acquisition of banking centers in Dayton and Indianapolis, the expansion of our specialty finance product offerings, and our renewed focus on mortgage banking. during 2012, these investments began to show promising returns. Our company has been recognized for three consecutive years by The Bank Director as being one of the top performing banks in the country.

First Financial Bancorp 2012 Annual Report 1

40 million tablets are projected to be purchased in the U.S. in 2013. Smartphone shipments are projected to rise in 2013 by 35.5% since launching our new online banking platform in August of 2012, registered users have increased by 30%. Since August of 2012, First Financial mobile users have increased by 150%.

2 First Financial Bancorp 2012 Annual Report

40 million tablets are projected to be purchased in the U.S. in 2013. Since launching our new online banking platform in August of 2012, registered users have increased by 30% . Success begins by connecting with clients. in today's fast-paced world, we continue to see a shift in banking habits and preferences. At First Financial, we are investing in new technology and redefining our delivery channels to meet our clients' changing needs. Whether clients visit our banking centers or prefer to manage their finances from their computers, tablets or mobile phones, we must provide them with access to their accounts and ways to communicate with us that fit their lifestyles. in 2012, First Financial introduced: ■ An improved online banking and bill payment solution for consumers, featuring a fresh look for clients to manage their finances online. ■ our new mobile banking app to provide easy on-the-go account access. ■ Brand-new money management tools that integrate with the new online banking system. Panorama puts real-time tracking, budgeting and planning tools at clients' fingertips, while Ping Pay lets clients send funds to anyone, anywhere from their mobile devices. ■ Upgraded ATMs - more than 135 - throughout our footprint that offer envelope-free deposits, check images on receipts and extended deposit time for same-day business processing. in addition to new products and services, we increased our social media presence to build stronger connections and communicate more often with our clients. during the year, we focused on building our brand awareness through Facebook. A 2012 Facebook contest with Habitat for Humanity helped us increase our fan base and give back to our local communities at the same time. throughout 2013, we will continue our commitment to and investment in new technology with the launch of a new online business banking platform, online account opening capabilities, additional mobile banking features, and an expanded social media strategy. our expanding presence and visibility in all channels will help expand the First brand of banking to a growing client base. even with technology, our banking centers continue to be the most visible part of the client experience. in 2012, we opened six new prototype banking centers, including: ■ Anderson, Kenwood, Montgomery and a downtown location in Greater Cincinnati ■ Hessville in northwest Indiana ■ Columbus in southern Indiana

First Financial Bancorp 2012 Annual Report 3

our community bank business model executed through local leadership and decision making combined with the product set and resources of larger financial institutions sets us apart from our competitors. We continue to build a strong sales culture and our commercial, retail and wealth management lines of business are working hard to capitalize on our competitive advantages. Success begins with a focus on deeper client relationships. We strive to be more than a bank to our clients-we want to be a true partner on their path to financial success. throughout 2012, our sales teams shifted to a more consultative approach to client relationships- learning all that we can so we can become the go-to resource for our clients' financial questions, ideas and plans. this allows sales teams to make smart recommendations and provide customized solutions to help clients fulfill all of their financial needs within one bank-ours.

4 First Financial Bancorp 2012 Annual Report

“ i really value the relationship i have with First Financial. When First Financial upgraded its online banking platform this year, the local team went above and beyond to make sure i understood the new system and the benefits of the enhanced features. now all of my accounts, both business and personal, are in one place and i have access to more account information and data. it's easier for me to stay organized and in control of my finances at work, at home or on-the-go.” Zachary Fink, Dayton, Ohio Retail and small business client, owner of Rollandia Golf Center “ When we need a financial partner to help us grow, we always turn to First Financial. they take time to understand our business goals and challenges and help get us where we want to be. From new equipment and expanded office space to adding staff to our growing team, First Financial has been able to meet our needs and help position our company for future success.” Sean O'Connor and Steve Dauby, Carmel, Indiana Commercial clients, Founders of dauby o'Connor & Zaleski, llC, a professional services firm providing audit, tax and consulting services in 45 states.

First Financial Bancorp 2012 Annual Report 5

Research links stronger business results to higher associate engagement

6 First Financial Bancorp 2012 Annual Report

Associate Engagement our associates are truly our primary competitive advantage-they are passionate about their work and are motivated to focus on our clients. this year, we continued to study associate engagement levels through our top Q associate engagement program. this initiative, in partnership with Gallup, supports our goal of becoming an “employer of Choice,” and our results show significant overall improvement from the last time the survey was conducted in 2010. in 2012, First Financial opened a new associate training and development center at our downtown Hamilton office. the expanded learning environment greatly enhances associate development and supports collaboration and teamwork. By bringing more associates together in one place for important training sessions and meetings, the new space will help us build a more skilled, knowledgeable and engaged workforce leading to even better service for our clients. throughout 2013, we will build upon our culture of engagement by providing associates with ongoing communication about our strategy, along with more opportunities for career development. Success begins by refining what we do and how we do it. As we move forward, our culture and our associates are key for the successful execution of our strategic plan. We strive to be client-centric, engaged, collaborative, innovative, and mindful of risks. However, we are also committed to pursuing these objectives in a disciplined manner and in 2012, we worked to refine our infrastructure and processes. during the third quarter, we announced an efficiency initiative that will result in an approximate $17 million savings across the company, driving long-term positive operating leverage through the delivery of client-focused solutions in a cost-effective manner. Client First A key element to our future success is our ability to remain relevant to our clients. our culture, products and services, and passion for client experience play an important role in our relevance. in 2012, we introduced Client First to foster organic growth, develop deeper client relationships and improve operating efficiency and effectiveness. Client First brings together cross-functional teams to improve the delivery of service and quality of products we offer. We believe collaboration among our business lines and support teams will enhance the overall experience for our clients and associates. Research links stronger business results to higher associate engagement n 2010 2012 Overall Associate Engagement Gallup considers an improvement of .15 to be significant (1-5 scale). .22 Increase TOPQ

First Financial Bancorp 2012 Annual Report 7

Claude E. Davis, President and CEO We appreciate the support of our shareholders, our dedicated associates and our valuable client relationships. We look forward to continuing our story of success in 2013. Success begins with a focus on the future. the banking industry continues to face many challenges, including historically low interest rates, increased regulatory and compliance requirements, and a slow economic recovery. However, First Financial remains strong and we continue to make strategic decisions that are in the best long-term interest of the company. now is the time for us to be engaged, proactive and focused on taking First Financial to the next level. to continue to move forward, we must continue to meet the changing needs of our clients, respond and adapt to industry challenges, make smart investments to enhance the products and services we provide, and build a culture of innovation. 2013 marks the bank's 150th anniversary and we've been fortunate to have experienced a long tradition of success. We have survived and excelled as a company because of the strategic decisions our predecessors made and we continue to strive to make smart, thoughtful business decisions today. As we celebrate this milestone, we are well positioned to take advantage of new opportunities and build a stronger First Financial. strategic priorities for 2013 ■ Continue to capitalize on investments we've made to drive future growth through diverse revenue streams ■ Focus on disciplined cost management and positive operating leverage while continuing to invest in technology and delivery channels ■ Create a culture of innovation and empowerment ■ Remain disciplined with our capital and continue to manage and deploy it in ways that enhance shareholder value ■ leverage our growing brand to continue building market share in all markets

8 First Financial Bancorp 2012 Annual Report

Directors and Officers

Board of Directors		Senior Management
Murph Knapke	Corinne R. Finnerty	Claude E. Davis
Chairman of the Board,	Partner,	President and
First Financial Bancorp;	McConnell Finnerty Waggoner PC	Chief Executive Officer
Owner,
Knapke Law Office,	Susan L. Knust	Richard Barbercheck
Attorney-at-Law	Managing Partner,	Executive Vice President and
	K.P. Properties and	Chief Credit Officer
J. Wickliffe Ach	Omega Warehouse Services
President and		Gregory A. Gehlmann
Chief Executive Officer,	William J. Kramer	Executive Vice President,
Hixson, Inc.	Vice President of Operations,	Chief General Counsel
	Valco Companies, Inc.
David S. Barker		Kevin T. Langford
President and	Richard E. Olszewski	Executive Vice President and
Chief Executive Officer,	Owner,	Chief Administrative Officer
SIHO Insurance Services	7 Eleven Food Stores
		C. Douglas Lefferson
Cynthia O. Booth	Maribeth S. Rahe	Executive Vice President and
President and	President and	Chief Banking Officer
Chief Executive Officer,	Chief Executive Officer,
COBCO Enterprises	Fort Washington Investment	Alisa E. Poe
	Advisors, Inc.	Executive Vice President and
Donald M. Cisle, Sr.		Chief Talent Officer
President,
Seward-Murphy, Inc.		Jill A. Stanton
		Executive Vice President and
Mark A. Collar		Co-Chief Retail Banking Officer
Partner,
Triathlon Medical Ventures;		Anthony M. Stollings
Retired President,		Executive Vice President and
Global Pharmaceuticals &		Chief Financial Officer
Personal Health,
Procter & Gamble Company		Jill L. Wyman
		Executive Vice President and
Claude E. Davis		Co-Chief Retail Banking Officer
President and
Chief Executive Officer,		Thomas J. Schuldt
First Financial Bancorp;		Senior Vice President,
Chairman of the Board, President,		Franchise and Specialty Finance
and Chief Executive Officer,
First Financial Bank, N.A.		John M. Gavigan
		First Vice President and
		Corporate Controller

First Financial Bancorp 2012 Annual Report 9

FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)	2012			2011			% Change
Earnings
Net interest income	$	253,341		$	263,896		(4.0	)%
Net income	67,303			66,739			0.8	%
Per Share
Net income per common share-basic	$	1.16		$	1.16		0.0	%
Net income per common share-diluted	1.14			1.14			0.0	%
Cash dividends declared per common share	1.18			0.78			51.3	%
Tangible book value per common share (end of year)	10.47			10.41			0.6	%
Market price (end of year)	14.62			16.64			(12.1	)%
Balance Sheet - End of Year
Total assets	$	6,497,048		$	6,671,511		(2.6	)%
Deposits	4,955,840			5,642,840			(12.2	)%
Loans, including covered loans	3,927,180			4,021,691			(2.4	)%
Investment securities	1,874,343			1,516,002			23.6	%
Shareholders' equity	710,425			712,221			(0.3	)%
Ratios
Return on average assets	1.07		%	1.06		%
Return on average shareholders' equity	9.43		%	9.37		%
Return on average tangible shareholders' equity	11.01		%	11.01		%
Net interest margin	4.37		%	4.55		%
Net interest margin (fully tax equivalent)	4.39		%	4.57		%

10 First Financial Bancorp 2012 Annual Report

2012 Financial Information

First Financial Bancorp 2012 Annual Report 11

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

This annual report contains forward-looking statements. See the Forward Looking Statements section that follows for further information on the risks and uncertainties associated with forward-looking statements. The following discussion and analysis is presented to facilitate the understanding of the financial position and results of operations of First Financial Bancorp. (First Financial or the Company). It identifies trends and material changes that occurred during the reporting periods and should be read in conjunction with the Statistical Data, Consolidated Financial Statements and accompanying Notes.

EXECUTIVE SUMMARY

First Financial is a $6.5 billion bank holding company headquartered in Cincinnati, Ohio.  As of December 31, 2012, First Financial, through its subsidiaries, operated primarily in Ohio, Indiana and Kentucky.  These subsidiaries include a commercial bank, First Financial Bank, N.A. (First Financial Bank or the Bank) with 124 banking centers and 143 ATMs. First Financial conducts three primary activities through its bank subsidiary and the Bank's operating subsidiaries: commercial banking, retail banking and wealth management. First Financial Bank provides credit-based products, deposit accounts, corporate cash management support and other services to commercial and retail clients.  First Financial Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services.  

First Financial acquired the banking operations of Peoples Community Bank (Peoples), and Irwin Union Bank and Trust Company and Irwin Union Bank, F.S.B. (collectively, Irwin), through Federal Deposit Insurance Corporation (FDIC)-assisted transactions in 2009. The acquisitions of the Peoples and Irwin franchises significantly expanded the First Financial footprint, opened new markets and strengthened the Company through the generation of additional capital.

In connection with the Peoples and Irwin FDIC-assisted transactions, First Financial entered into loss sharing agreements with the FDIC. Under the terms of these agreements the FDIC reimburses First Financial for a percentage of losses with respect to certain loans (covered loans) and other real estate owned (covered OREO) (collectively, covered assets). These agreements provide for loss protection on single-family, residential loans for a period of ten years and First Financial is required to share any recoveries of previously charged-off amounts for the same time period, on the same pro-rata basis with the FDIC. All other loans are provided loss protection for a period of five years and recoveries of previously charged-off loans must be shared with the FDIC for a period of eight years, again on the same pro-rata basis. The FDIC's obligation to reimburse First Financial for losses with respect to covered assets for all three assisted transactions began with the first dollar of loss incurred.

First Financial must follow specific servicing and resolution procedures, as outlined in the loss sharing agreements, in order to receive reimbursement from the FDIC for losses on covered assets. The Company has established separate and dedicated teams of legal, finance, credit and technology staff to execute and monitor all activity related to each agreement, including the required periodic reporting to the FDIC. First Financial services all covered assets with the same resolution practices and diligence as it does for assets that are not subject to a loss sharing agreement.

The major components of First Financial’s operating results for the past five years are summarized in Table 1 – Financial Summary and discussed in greater detail on subsequent pages.

MARKET STRATEGY

First Financial serves a combination of metropolitan and non-metropolitan markets in Ohio, Indiana and Kentucky through its full-service banking centers, while providing franchise lending services to borrowers throughout the United States. First Financial’s market selection process includes a number of factors, but markets are primarily chosen for their potential for growth and long-term profitability. First Financial’s goal is to develop a competitive advantage utilizing a local market focus, building long-term relationships with clients to help them reach greater levels of success in their financial life and providing a superior level of service.  First Financial intends to continue to concentrate future growth plans and capital investments in its metropolitan markets.  Smaller markets have historically provided stable, low-cost funding sources to First Financial and remain an important part of its funding base.  First Financial believes its historical strength in these markets should enable it to retain or improve its market share.

During the third quarter 2012, First Financial completed a comprehensive efficiency study across all business lines and support

functions in an effort to mitigate earnings growth challenges related to the current interest rate and economic environment as well as declining balances in the Company's high-yielding covered loan portfolio. As a result, the Company identified approximately $17.1 million of annualized cost savings impacting several expense categories. Realization of the identified cost savings began during the fourth quarter 2012, however the Company did not recognize net savings during 2012 as costs associated with implementing the efficiency plan offset initial savings. Ultimately, the achievement of these cost savings will

12 First Financial Bancorp 2012 Annual Report

be contingent upon management's ability to successfully implement the efficiency plan while managing external factors, such as regulatory changes and a dynamic business environment, without impacting service levels throughout the Company and to customers.

As part of the on-going evaluation of its banking center network and the efficiency plan discussed above, First Financial consolidated 11 banking centers located in Ohio and Indiana and closed 5 other banking centers in areas of Indiana where the Company had a limited presence during 2012. Additionally, the Company announced that it will consolidate 10 additional banking centers located in Ohio and Indiana effective in February of 2013. Customer relationships related to the consolidated banking centers were transferred to the nearest First Financial location where those customers will continue to receive the same high level of service.

During 2011, First Financial exited the 4 banking center locations comprising its Michigan geographic market as well as its single banking center in Louisville, Kentucky. The five banking centers in Michigan and Louisville were acquired during 2009 as part of First Financial’s FDIC-assisted transactions.

These banking center actions allow First Financial to focus additional resources in core markets, such as Cincinnati and Dayton, Ohio and Indianapolis, Southern and Northwest Indiana, that the Company believes provide a higher level of potential overall growth and improve the efficiency of its operations.

BUSINESS COMBINATIONS

On September 23, 2011, First Financial Bank completed the purchase of 16 retail banking centers located in and around Dayton, Ohio from Liberty Savings Bank, FSB (Liberty) including $126.5 million of performing loans and $341.9 million of deposits at their estimated fair values. First Financial also acquired $3.8 million of fixed assets at estimated fair value and paid Liberty a $22.4 million net deposit premium. First Financial recorded $17.1 million of goodwill related to the Liberty banking center acquisition.

On December 2, 2011, First Financial Bank completed the purchase of 22 retail banking centers located in and around Indianapolis, Indiana from Flagstar Bank, FSB (Flagstar) and assumed approximately $464.7 million of deposits at their estimated fair value. First Financial also acquired $6.6 million of fixed assets at estimated fair value and paid Flagstar a $22.5 million net deposit premium. First Financial recorded $26.1 million of goodwill related to the Flagstar banking center acquisition.

The Liberty and Flagstar banking center acquisitions were accounted for in accordance with FASB Accounting Standards Codification (ASC) Topic 805, Business Combinations. Assets acquired in these transactions are not subject to loss sharing agreements.

First Financial's investments in the Liberty and Flagstar banking center acquisitions positively impacted 2012 results as approximately 44% of the Company's year-over-year growth in uncovered loans came from the Indianapolis and Dayton markets due to significant growth in both the commercial and retail lines of business. While the earnings impact of this growth was muted due to the current low interest rate environment, the Company's sales efforts in these markets have laid the groundwork for continued success. Additionally, the deposit relationships acquired as part of the Liberty and Flagstar banking center acquisitions contributed to growth in noninterest income as overall fee revenue from deposit products increased 9.6% during the year.

First Financial Bancorp 2012 Annual Report 13

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Table 1 • Financial Summary
	December 31,
(Dollars in thousands, except per share data)	2012			2011			2010			2009			2008
Summary of operations
Interest income	$	280,930		$	308,817		$	343,502		$	233,228		$	183,305
Tax equivalent adjustment (1)	1,055			979			866			1,265			1,808
Interest income tax – equivalent (1)	281,985			309,796			344,368			234,493			185,113
Interest expense	27,589			44,921			67,992			57,245			67,103
Net interest income tax – equivalent(1)	$	254,396		$	264,875		$	276,376		$	177,248		$	118,010
Interest income	$	280,930		$	308,817		$	343,502		$	233,228		$	183,305
Interest expense	27,589			44,921			67,992			57,245			67,103
Net interest income	253,341			263,896			275,510			175,983			116,202
Provision for loan and lease losses – uncovered	19,117			19,210			33,564			56,084			19,410
Provision for loan and lease losses – covered	30,903			64,081			63,144			0			0
Noninterest income	122,421			142,531			146,831			404,715			51,749
Noninterest expenses	221,997			218,097			233,680			170,638			115,176
Income before income taxes	103,745			105,039			91,953			353,976			33,365
Income tax expense	36,442			38,300			32,702			132,639			10,403
Net income	67,303			66,739			59,251			221,337			22,962
Dividends on preferred stock	0			0			1,865			3,578			0
Income available to common shareholders	$	67,303		$	66,739		$	57,386		$	217,759		$	22,962
Per share data
Earnings per common share
Basic	$	1.16		$	1.16		$	1.01		$	4.84		$	0.62
Diluted	$	1.14		$	1.14		$	0.99		$	4.78		$	0.61
Cash dividends declared per common share	$	1.18		$	0.78		$	0.40		$	0.40		$	0.68
Average common shares outstanding–basic (in thousands)	57,877			57,692			56,969			45,029			37,112
Average common shares outstanding–diluted (in thousands)	58,869			58,693			57,993			45,557			37,484
Selected year-end balances
Total assets	$	6,497,048		$	6,671,511		$	6,250,225		$	6,657,593		$	3,699,142
Earning assets	5,961,727			6,110,934			5,741,683			5,964,853			3,379,873
Investment securities (2)	1,874,343			1,516,002			1,015,205			579,147			692,759
Loans, excluding covered loans	3,179,064			2,968,447			2,816,093			2,895,129			2,683,260
Covered loans	748,116			1,053,244			1,481,493			1,934,740			0
Total loans	3,927,180			4,021,691			4,297,586			4,829,869			2,683,260
FDIC indemnification asset	119,607			173,009			222,648			287,407			0
Interest-bearing demand deposits	1,160,815			1,317,339			1,111,877			1,060,383			636,945
Savings deposits	1,623,614			1,724,659			1,534,045			1,231,081			583,081
Time deposits	1,068,637			1,654,662			1,794,843			2,229,500			1,150,208
Noninterest-bearing demand deposits	1,102,774			946,180			705,484			829,676			413,283
Total deposits	4,955,840			5,642,840			5,146,249			5,350,640			2,783,517
Short-term borrowings	624,570			99,431			59,842			37,430			354,533
Long-term debt	75,202			76,544			128,880			404,716			148,164
Other long-term debt	0			0			20,620			20,620			20,620
Shareholders’ equity	710,425			712,221			697,394			649,958			348,327
Select Financial Ratios
Average loans to average deposits (3)	75.66		%	78.53		%	86.43		%	92.56		%	95.14		%
Net charge-offs to average loans, excluding covered loans	0.79		%	0.84		%	1.27		%	1.16		%	0.47		%
Average shareholders’ equity to average total assets	11.30		%	11.33		%	10.53		%	9.85		%	8.16		%
Average common shareholders’ equity to average total assets	11.30		%	11.33		%	10.35		%	8.20		%	8.11		%
Return on average assets	1.07		%	1.06		%	0.91		%	4.67		%	0.67		%
Return on average common equity	9.43		%	9.37		%	8.55		%	56.07		%	8.27		%
Return on average equity	9.43		%	9.37		%	8.68		%	47.44		%	8.21		%
Net interest margin	4.37		%	4.55		%	4.66		%	4.05		%	3.71		%
Net interest margin (tax equivalent basis) (1)	4.39		%	4.57		%	4.68		%	4.08		%	3.77		%
Dividend payout	101.72		%	67.24		%	39.60		%	8.26		%	109.68		%

(1) Tax equivalent basis was calculated using a 35.00% tax rate in all years presented.

(2) Includes investment securities held-to-maturity, investment securities available-for-sale, investment securities trading, and other investments.

(3) Includes covered loans and loans held for sale.

14 First Financial Bancorp 2012 Annual Report

OVERVIEW OF OPERATIONS

The primary source of First Financial’s revenue is net interest income, or the excess of interest received from earning assets over interest paid on interest-bearing liabilities, plus the fees for financial services provided to clients. First Financial’s business results tend to be influenced by overall economic factors and conditions, including market interest rates, competition within the marketplace, business spending, consumer confidence and regulatory changes.

Net interest income in 2012 declined 4.0% from 2011, compared to a 4.2% decrease from 2010 to 2011. The decline in 2012 was attributable to a 27.7% decrease in average covered loan balances and a lower yield on the FDIC indemnification asset. Average earning assets declined $2.2 million during 2012. The net interest margin was 4.37% for 2012 compared with 4.55% in 2011 and 4.66% in 2010.

Noninterest income declined $20.1 million during the year, from $142.5 million in 2011 to $122.4 million in 2012. The decline in noninterest income was primarily due to decreases in FDIC loss sharing income and accelerated discount on covered loans that prepay, partially offset by increases in fee income, gains on sales of investment securities and other noninterest income during the year. FDIC loss sharing income represents reimbursements due from the FDIC under loss sharing agreements for losses and resolution expenses on covered assets.

Noninterest expense increased $3.9 million during the year, from $218.1 million in 2011 to $222.0 million in 2012. The increase was primarily due to higher salaries and benefits, data processing and loss sharing expenses, partially offset by lower professional services expense, FDIC assessments and losses on covered OREO during the year.

Net income for the year ended December 31, 2012 was $67.3 million, resulting in basic earnings per share of $1.16, and $1.14 of earnings per diluted common share. This represented a 0.8% increase in net income from $66.7 million in 2011. Basic and diluted earnings per share for the year ended December 31, 2011 were $1.16 and $1.14, respectively. First Financial’s return on average shareholders’ equity for 2012 was 9.43%, which compares to 9.37% for 2011. First Financial’s return on average assets for 2012 was 1.07%, which compares to a return on average assets of 1.06% for 2011.

Total loan growth during 2012 continued to be negatively impacted by runoff in the Company's covered loan portfolio. Total loans decreased $94.5 million from $4.0 billion at December 31, 2011 to $3.9 billion at December 31, 2012. Total uncovered loans increased $210.6 million, from $3.0 billion at December 31, 2011 to $3.2 billion at December 31, 2012 while total covered loans decreased $305.1 million, from $1.1 billion at December 31, 2011 to $0.7 billion at December 31, 2012.

First Financial experienced a $687.0 million or 12.2% decline in total deposits during 2012, from $5.6 billion at December 31, 2011 to $5.0 billion as of December 31, 2012. Noninterest bearing deposits increased by $156.6 million, while interest-bearing checking deposits decreased by $156.5 million, savings deposits decreased by $101.0 million and time deposits declined by $586.0 million during the period. The decrease in total deposits during 2012 was primarily related to the Company's deposit pricing and rationalization strategies during the year.

The allowance for loan and lease losses at December 31, 2012, was $47.8 million, or 1.50%, of loans, a 0.27% decline from 1.77% of loans at December 31, 2011. The Company's credit quality performance improved moderately in 2011 and 2012, reflecting the gradual recovery in the U.S. economy from a period of sustained weakness and falling real estate values experienced from 2007 to 2010. First Financial's lower levels of nonaccrual loans and classified assets in 2012 reflect these improving economic conditions, including lower unemployment rates and higher levels of business and consumer spending.

For a more detailed discussion of the above topics, please refer to the sections that follow.

NET INCOME

2012 vs. 2011. First Financial’s net income increased $0.6 million or 0.8% to $67.3 million in 2012, compared to net income of $66.7 million in 2011. The increase was primarily related to a $33.2 million or 51.8% reduction in provision for loan and lease losses on covered loans, offset by a related $20.1 million or 14.1% decline in noninterest income as well as a $10.6 million or 4.0% decline in net interest income in 2012. The decline in net interest income during 2012 was primarily driven by a 27.7% decrease in average covered loan balances. Noninterest expenses increased $3.9 million or 1.8% in 2012. For more detail, refer to the Net Interest Income, Noninterest income and Noninterest expense sections that follow. For more detail, refer to Table 2 – Volume/Rate Analysis and the Net Interest Income section.

2011 vs. 2010. First Financial’s net income increased $7.5 million or 12.6% to $66.7 million in 2011, compared to net income of $59.3 million in 2010. Net interest income decreased $11.6 million or 4.2% in 2011 from 2010 due to lower interest income

First Financial Bancorp 2012 Annual Report 15

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

earned on loans and other earning assets, primarily driven by a 26.8% decrease in average covered loan balances. Net interest income in 2011 was positively impacted by the Liberty banking center acquisition as well as organic growth in both the commercial and commercial real estate loan portfolios. A contributing factor to the decline in net interest income was the decline in average earning assets of $105.3 million or 1.8% during 2011. The decline in net interest income was offset by a $14.4 million or 42.8% decline in the provision for loan and lease losses on the uncovered loan portfolio during 2011.

NET INTEREST INCOME

First Financial’s net interest income for the years 2008 through 2012 is shown in Table 1 – Financial Summary. Net interest income, First Financial’s principal source of income, is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. The amount of net interest income is determined by the volume and mix of earning assets, the rates earned on such earning assets and the volume, mix and rates paid for the deposits and borrowed money that support the earning assets. Table 2 – Volume/Rate Analysis describes the extent to which changes in interest rates and changes in volume of earning assets and interest-bearing liabilities have affected First Financial’s net interest income on a tax equivalent basis during the years indicated. Nonaccruing loans and loans held for sale, excluding covered loans, were included in the daily average loan balances used in determining the yields in Table 2 – Volume/Rate Analysis. Table 2 – Volume/Rate Analysis should be read in conjunction with the Statistical Information table.

Interest income on a tax equivalent basis is presented in Table 1 – Financial Summary. The tax equivalent adjustment recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35.0% tax rate for all years presented. The tax equivalent net interest margin was 4.39%, 4.57% and 4.68% for the years 2012, 2011 and 2010, respectively.

The amount of loan fees included in the interest income computation for 2012, 2011 and 2010 was $9.4 million, $5.6 million and $4.4 million, respectively. The increase in loan fees in 2012 was primarily due to higher prepayment fee income related to elevated levels of loan refinancings, including a $2.2 million prepayment fee related to the early payoff of a commercial loan relationship.

2012 vs. 2011. Net interest income decreased $10.6 million or 4.0%, from $263.9 million in 2011 to $253.3 million in 2012, primarily due to lower yields on earning assets during 2012. While average earning assets were relatively unchanged, the yield on earning assets declined 0.48% from 5.32% in 2011 to 4.84% in 2012.

Interest income was $280.9 million in 2012, a $27.9 million or 9.0% decrease from 2011. The decline in interest income and the lower yield on earning assets in 2012 are primarily the result of a $305.1 million or 29.0% decrease in covered loans, which generally accrete a yield above market interest rates. The decline in interest income on covered loans was partially offset by higher interest income on investment securities in 2012 related to a $358.3 million or 23.6% increase in investment securities during the period.

Interest expense was $27.6 million in 2012, a $17.3 million or 38.6% decrease from 2011. The total cost of funds declined 0.34% to 0.62% in 2012 from 0.96% in 2011, primarily due to a 0.32% decrease in the cost of interest-bearing deposits to 0.59% in 2012 from 0.91% in 2011. The lower cost of funds in 2012 was primarily a result of the lower interest rate environment as well as deposit pricing and rationalization strategies the Company implemented in 2011 and continued throughout 2012.

2011 vs. 2010. Net interest income decreased $11.6 million, or 4.2%, primarily due to the decreased level of earning assets. Average earning assets declined $105.3 million, or 1.8%, during 2011.

Interest income was $308.8 million in 2011, a $34.7 million or 10.1% increase from 2010. The yield on earning assets decreased 0.49% from 5.81% in 2010 to 5.32% in 2011, reflecting a decline in the covered loan portfolio which generally accretes a yield above market interest rates. Interest expense was $44.9 million in 2011, a decrease of $23.1 million, or 33.9%, from 2010. The total cost of funds decreased 0.44% to 0.96% in 2011 from 1.40% in 2010, primarily due to a 0.39% decrease in the cost of interest-bearing deposits to 0.91% in 2011 from 1.30% in 2010 as a result of deposit rationalization strategies implemented in 2011.

16 First Financial Bancorp 2012 Annual Report

Table 2 • Volume/Rate Analysis - Tax Equivalent Basis (1)
	2012 change from 2011 due to									2011 change from 2010 due to
(Dollars in thousands)	Volume			Rate			Total			Volume			Rate			Total
Interest income
Loans (2)	$	8,652		$	(9,715	)	$	(1,063	)	$	1,563		$	(3,059	)	$	(1,496	)
Covered loans and indemnification asset	(37,357		)	2,251			(35,106		)	(49,103		)	10,231			(38,872		)
Investment securities (3)
Taxable	11,873			(2,448		)	9,425			12,242			(5,751		)	6,491
Tax-exempt	470			(518		)	(48		)	(356		)	99			(257		)
Total investment securities interest (3)	12,343			(2,966		)	9,377			11,886			(5,652		)	6,234
Interest-bearing deposits with other banks	(983		)	(36		)	(1,019		)	(306		)	(132		)	(438		)
Total	(17,345		)	(10,466		)	(27,811		)	(35,960		)	1,388			(34,572		)
Interest expense
Interest-bearing demand deposits	7			(1,455		)	(1,448		)	284			(1,637		)	(1,353		)
Savings deposits	7			(3,807		)	(3,800		)	835			(3,358		)	(2,523		)
Time deposits	(4,722		)	(6,186		)	(10,908		)	(7,617		)	(6,062		)	(13,679		)
Short-term borrowings	135			(36		)	99			82			(13		)	69
Long-term debt	(811		)	(73		)	(884		)	(7,342		)	2,587			(4,755		)
Other long-term debt	(391		)	0			(391		)	(402		)	(428		)	(830		)
Total	(5,775		)	(11,557		)	(17,332		)	(14,160		)	(8,911		)	(23,071		)
Net interest income	$	(11,570	)	$	1,091		$	(10,479	)	$	(21,800	)	$	10,299		$	(11,501	)

(1) Tax equivalent basis was calculated using a 35.00% tax rate.

(2) Includes nonaccrual loans and loans held-for-sale.

(3) Includes investment securities held-to-maturity, investment securities available-for-sale and other investments.

NONINTEREST INCOME AND NONINTEREST EXPENSES

Noninterest income and noninterest expenses for 2012, 2011 and 2010 are shown in Table 3 – Noninterest Income and Noninterest Expenses.

NONINTEREST INCOME

2012 vs. 2011. Noninterest income decreased $20.1 million or 14.1% from $142.5 million in 2011 to $122.4 million in 2012 primarily related to lower FDIC loss sharing income and income from the accelerated discount on covered loans that prepay. FDIC loss sharing income declined $25.5 million or 41.9% from 2011 to 2012. FDIC loss sharing income represents the proportionate share of credit losses on covered loans that First Financial expects to receive from the FDIC. Net of the FDIC loss sharing income described above, noninterest income increased $5.4 million, or 6.7%, in 2012 as compared with 2011, primarily due to higher service charges on deposits, bankcard income and other noninterest income partially offset by lower income from the accelerated discount on covered loans that prepay.

The increases in service charges on deposits and bankcard income during 2012 were primarily a result of the Company's banking center acquisitions late in 2011. Accelerated discounts on covered loans that prepay result from the immediate or accelerated recognition of a component of the covered loan discount that would have been recognized over the expected life of the loan had it not prepaid. The increase in other noninterest income was primarily related to a $5.0 million legal settlement received in the second quarter as well as increased rental income on OREO properties, both covered and uncovered, as well as the credit valuation adjustment applied to the derivative portfolio.

2011 vs. 2010. Noninterest income decreased $4.3 million, or 2.9%, from 2010. Noninterest income in 2011 included $60.9 million of FDIC loss sharing income, which was a $9.0 million increase from $51.8 million in 2010. First Financial recognized a pre-tax gain on the sale of investment securities in the fourth quarter of 2011 of $2.5 million, contributing to the increase in non-interest income. These increases were offset by an $8.5 million, or 29.4%, decrease in income related to accelerated discounts on covered loans as well as a $3.0 million, or 13.4%, decrease in service charges on deposits. Other noninterest income decreased $5.3 million in 2011 primarily related to a gain on sale of an insurance business and final resolution of FDIC

First Financial Bancorp 2012 Annual Report 17

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

settlement items related to the Irwin acquisition in 2010, as well as a decline in insurance fee income partially offset by an increase in client derivative fees in 2011.

Table 3 • Noninterest Income and Noninterest Expense
	2012				2011				2010
			% Change				% Change					% Change
			Increase				Increase					Increase
(Dollars in thousands)	Total		(Decrease)		Total		(Decrease)		Total			(Decrease)
Noninterest income
Service charges on deposit accounts	$	21,215	10.5	%	$	19,206	(13.4	)%	$	22,188		12.8	%
Trust and wealth management fees	13,951		(2.7	)%	14,340		3.4	%	13,862			2.9	%
Bankcard income	10,028		7.9	%	9,291		9.1	%	8,518			42.9	%
Net gains from sales of loans	4,570		7.3	%	4,258		(8.1	)%	4,632			287.3	%
Gain on acquisition	0		N/M		0		N/M		0			(100.0	)%
FDIC loss sharing income	35,346		(41.9	)%	60,888		17.4	%	51,844			N/M
Accelerated discount on covered loans	13,662		(33.4	)%	20,521		(29.4	)%	29,067			237.9	%
Loss on preferred securities	0		N/M		0		(100.0	)%	(30		)	(121.6	)%
Other	20,021		74.3	%	11,486		(31.4	)%	16,750			70.1	%
Subtotal	118,793		(15.1	)%	139,990		(4.7	)%	146,831			(63.4	)%
Gains on sales of investment securities	3,628		42.8	%	2,541		N/M		0			(100.0	)%
Total	$	122,421	(14.1	)%	$	142,531	(2.9	)%	$	146,831		(63.7	)%
Noninterest expenses
Salaries and employee benefits	$	113,154	5.8	%	$	106,914	(8.9	)%	$	117,363		36.4	%
Net occupancy	20,682		(3.4	)%	21,410		(5.1	)%	22,555			39.2	%
Furniture and equipment	9,190		(7.6	)%	9,945		(3.4	)%	10,299			27.9	%
Data processing	8,837		54.6	%	5,716		10.9	%	5,152			48.3	%
Marketing	5,550		(4.2	)%	5,794		8.2	%	5,357			53.3	%
Communication	3,409		6.4	%	3,203		(18.0	)%	3,908			20.4	%
Professional services	7,269		(24.6	)%	9,636		5.1	%	9,169			52.0	%
Debt extinguishment	0		N/M		0		(100.0	)%	8,029			N/M
State intangible tax	3,899		8.8	%	3,583		(26.0	)%	4,843			93.1	%
FDIC assessments	4,682		(17.5	)%	5,676		(31.7	)%	8,312			21.4	%
Loss-other real estate owned	3,250		(18.2	)%	3,971		241.4	%	1,163			334.0	%
Loss-covered other real estate owned	2,446		(73.5	)%	9,224		907.0	%	916			N/M
Loss sharing expense	10,725		197.9	%	3,600		485.4	%	615			N/M
Other	28,904		(1.8	)%	29,425		(18.3	)%	35,999			4.5	%
Total	$	221,997	1.8	%	$	218,097	(6.7	)%	$	233,680		36.9	%

N/M = Not meaningful

NONINTEREST EXPENSES

2012 vs. 2011. Noninterest expenses increased $3.9 million or 1.8% in 2012 compared to 2011, due primarily to a $6.2 million or 5.8% increase in salaries and employee benefits, a $3.1 million or 54.6% increase in data processing expense and a $7.1 million or 197.9% increase in loss sharing expense. These increases were partially offset by a $2.4 million or 24.6% decrease in professional services expense, a $1.0 million or 17.5% decrease in FDIC assessments and a $6.8 million or 73.5% decrease in losses incurred on the sale of covered OREO properties during 2012.

The increase in salaries and benefits during 2012 was primarily attributable to the banking center acquisitions late in 2011 as well as higher incentive payments related to elevated loan originations in 2012. The increase in data processing expense in 2012 was due to various software and system implementations finalized during the year, including new internet and mobile

18 First Financial Bancorp 2012 Annual Report

banking platforms introduced late in 2012. The increase in loss sharing expense relates primarily to collection costs incurred on covered loans that have been resolved. First Financial views the combination of provision expense on covered loans, losses on covered OREO and loss sharing expense, net of the related reimbursements due under loss sharing agreements recorded as FDIC loss sharing income, as the net credit costs associated with covered assets during the period. For additional discussion of the credit costs associated with covered assets, see "Allowance for loan and lease losses, covered loans."

The decline in professional services expense in 2012 was primarily attributable to lower legal costs during the year while the decline in FDIC assessments was related to reduced assessment rates that took effect mid-2011.

2011 vs. 2010. Noninterest expenses decreased $15.6 million or 6.7% for 2011 compared to 2010 due to an $8.0 million prepayment penalty on Federal Home Loan Bank (FHLB) advances prepaid in 2010, lower FDIC assessment costs and lower salaries and benefits. Salaries and benefits expenses decreased $10.4 million or 8.9% from 2010 primarily as a result of pension income recognized in 2011 due to the funded status of the pension plan compared to expense in 2010, as well as the Company exiting 5 banking center locations in Michigan and Kentucky during the first quarter of 2011 and other cost management efforts.

Noninterest expenses included $4.0 million and $9.2 million of losses and valuation adjustments on uncovered and covered OREO properties, respectively, resulting in a combined increase of $11.1 million in noninterest expense compared to 2010 which was partially offset by a $3.6 million decline in acquisition and covered loan related expenses during 2011.

INCOME TAXES

First Financial’s tax expense in 2012 totaled $36.4 million compared to $38.3 million in 2011 and $32.7 million in 2010, resulting in effective tax rates of 35.1%, 36.5% and 35.6% in 2012, 2011 and 2010, respectively. The decrease in the effective tax rate in 2012 compared to 2011 was primarily due to a one-time provision to return adjustment related to state income taxes at the subsidiary level as well as the marginal impact of 2011's higher pre-tax earnings.  The increase in the effective tax rate in 2011 compared to 2010 was primarily due to a decline in certain tax credits during the year as well as the marginal impact of 2011's higher pre-tax earnings. 

Further information on income taxes is presented in Note 15 of the Notes to Consolidated Financial Statements.

LOANS

First Financial, primarily through its banking subsidiary, remains dedicated to meeting the financial needs of individuals and businesses through its client-focused business model. The loan portfolio is comprised of a broad range of borrowers primarily in the Ohio, Indiana and Kentucky markets; however, the franchise finance lending activity represents a national client base. All loans acquired in the Peoples and Irwin acquisitions during 2009 were acquired under loss sharing agreements whereby the FDIC reimburses First Financial for losses incurred in accordance with those loss sharing agreements.

Lending Practices. First Financial’s loan portfolio is composed of commercial loan types, including commercial and industrial (commercial), real estate construction, commercial real estate and equipment leasing (lease financing), as well as consumer loan types, including residential real estate, home equity, installment and credit card loans.

Commercial – Commercial loans include revolving lines of credit and term loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, leasehold improvements or other projects. Commercial loans also include equipment and leasehold improvement financing for select franchisees and concepts in the quick service and casual dining restaurant sector throughout the United States. First Financial focuses on a limited number of concepts that have sound economics, low closure rates and brand awareness within specified local, regional or national markets. Additionally, First Financial continues to invest in its asset-based lending (ABL) platform. ABL transactions typically involve larger commercial clients and are secured by specific assets, such as inventory, accounts receivable, machinery and equipment. Commercial loans are generally underwritten individually and secured with the assets of the Company and/or the personal guarantee of the business owners. First Financial's franchise lending portfolio is managed to a risk-appropriate level so as not to create an industry, geographic or franchisee concept concentration.

Real Estate Construction – Real estate construction loans are term loans to individuals, companies or developers used for the construction of a commercial or residential property for which repayment will be generated by the sale or permanent financing of the property. Generally, these loans are for construction projects that have been either pre-sold, pre-leased or have secured permanent financing, as well as loans to real estate companies with significant equity invested in the project. Real estate construction loans are underwritten and managed by experienced lending officers that actively monitor the construction phase

First Financial Bancorp 2012 Annual Report 19

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

and manage the loan disbursements. First Financial continues to restrict real estate construction lending due to excess supply and declining property values in recent years.

Commercial Real Estate – Commercial real estate loans consist of term loans secured by a mortgage lien on the real estate properties, such as apartment buildings, office and industrial buildings, and retail shopping centers. Additionally, the Company's franchise lending activities discussed in the "Commercial" section above often include the financing of real estate as well as equipment. The credit underwriting for both owner-occupied and investor income producing real estate loans includes detailed market analysis, historical and projected cash flow analysis, appropriate equity margins, assessment of lessees and lessors, type of real estate and other analysis.

Lease Financing – Lease financing consists of lease transactions for the purchase of both new and used business equipment for commercial clients. Lease products may include tax leases, finance leases, lease lines of credit and interim funding. The credit underwriting for lease transactions includes detailed analysis of the lessee's industry and business model, historical and projected cash flow analysis, secondary sources of repayment and guarantor analysis as well as other considerations.

Residential Real Estate – Residential real estate loans represent loans to consumers for the purchase or refinance of a residence.

These loans are generally financed over a 15 to 30 year term, and in most cases, are extended to borrowers to finance their primary residence. First Financial sells the majority of residential real estate loan originations into the secondary market on a servicing released basis. Residential real estate loans are generally underwritten to secondary market lending standards, utilizing underwriting systems that rely on empirical data to assess credit risk as well as analysis of the borrowers’ ability to repay their obligations, credit history, the amount of any down payment and the market value or other characteristics of the property. Late in 2012, First Financial introduced a new residential mortgage product that features similar borrower credit characteristics but a more streamlined underwriting process than typically required to sell to the government-sponsored enterprises and thus is retained on the Consolidated Balance Sheet.

Home Equity – Home equity lending includes both home equity loans and revolving lines of credit secured by a first or second lien on the borrower’s residence. Home equity loans and lines of credit are underwritten to adhere to debt-to-income and loan-to-value policy limits.

Installment – Installment lending consists of consumer loans not secured by real estate, including loans secured by automobiles and personal unsecured loans.

Credit Card – Credit card lending consists of secured and unsecured revolving lines of credit to consumer and business customers. Credit card lines are generally available for an indefinite period of time as long as the borrower's credit characteristics do not materially or adversely change, but may be canceled by the Company under certain circumstances.

Underwriting for installment and credit card lending focuses on the borrowers’ ability to repay their obligations, including debt-to-income analysis, prior credit history and other information.

Credit Management. Subject to First Financial’s credit policy and guidelines, credit underwriting and approval occur within the market originating the loan. First Financial has delegated to each regional president a lending limit sufficient to handle the majority of client requests in a timely manner. Loan requests for amounts greater than the market limit require the approval of a senior credit committee and can include additional approval(s) from the chief credit officer, the chief executive officer and the board of directors as necessary. This allows First Financial to manage the initial credit risk exposure through a standardized, disciplined and strategically focused loan approval process, but with an increasingly higher level of authority. Plans to purchase or sell a participation in a loan or a group of loans require the approval of certain senior lending and administrative officers, and in some cases could include the board of directors.

Credit management practices are dependent on the type and nature of the loan. First Financial monitors all significant

exposures on an on-going basis. Commercial loans are assigned internal risk ratings reflecting the risk of loss inherent in the loan. These internal risk ratings are assigned upon initial approval of credit to borrowers and updated periodically thereafter. First Financial reviews and adjusts its risk rating criteria based on actual experience, which provides the Company with an assessment of the current risk level in the portfolio and is the basis for determining an appropriate allowance for loan and lease losses.

20 First Financial Bancorp 2012 Annual Report

First Financial utilizes the following categories of risk ratings, derived from standard regulatory rating definitions, to facilitate the monitoring of credit quality for commercial loans:

Pass - Higher quality loans that do not fit any of the other categories described below.

Special Mention - First Financial assigns a Special Mention rating to loans and leases with potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in First Financial's credit position at some future date.

Substandard - First Financial assigns a substandard rating to loans or leases that are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans and leases have well-defined weaknesses that jeopardize repayment of the debt. Substandard loans and leases are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not addressed.

Doubtful - First Financial assigns a doubtful rating to loans and leases with all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

Commercial loans rated as Special Mention, Substandard or Doubtful are considered Criticized. Commercial loans rated as Substandard or Doubtful are considered Classified. Commercial loans may be designated as Criticized based on individual borrower performance or industry and environmental factors. Criticized loans are subject to additional reviews to adequately assess the borrower’s credit status and develop appropriate action plans.

Classified loans are managed by the Special Assets Division (Special Assets) of the Company. Special Assets is a credit group whose primary focus is to handle the day-to-day management of workouts, commercial recoveries and problem loan resolutions. Special Assets ensures that First Financial has appropriate oversight, improved communication and timely resolution of issues throughout the loan portfolio, including those loans covered by FDIC loss sharing agreements. Additionally, the Credit Risk Management group within First Financial's Risk Management function provides objective oversight and assessment of commercial credit quality and processes using an independent, market-based credit risk review approach.

Consumer lending credit approvals are based on, among other factors, the financial strength and payment history of the borrower, type of exposure and the transaction structure. Consumer loans are generally smaller dollar amounts than other types of lending and are made to a large number of customers which provides diversification within the portfolio. Credit risk in the consumer loan portfolio is managed by loan type. Consumer loan types are continuously monitored for changes in delinquency trends and other asset quality indicators. The Credit Risk Management group performs product-level reviews of portfolio performance and assesses credit quality and compliance with underwriting and loan administration guidelines.

LOANS, EXCLUDING COVERED LOANS

2012 vs. 2011. First Financial experienced strong loan demand in 2012 as a result of focused sales efforts and the Company's recent investments, including banking center acquisitions in the Dayton, Ohio and Indianapolis, Indiana metropolitan markets as well as investments in the lease financing and mortgage origination platforms. While overall loan growth and the earnings impact of this loan demand were muted due to the low interest rate environment, sales efforts in these markets have laid the groundwork for continued success as the Company pursues new client relationships. Uncovered loans increased $210.6 million, or 7.1%, during 2012, primarily due to the growth in the commercial real estate, lease financing and residential real estate portfolios. Average loan balances increased $175.9 million, or 6.2%, during 2012.

Period-end commercial, commercial real estate, real estate construction and lease financing balances increased $180.0 million or 8.1% from December 31, 2011 to December 31, 2012. The increase in the commercial portfolio was primarily due to a $183.9 million or 14.9% increase in commercial real estate loans and a $33.5 million or 193.4% increase in lease financing balances, partially offset by a $41.5 million or 36.1% decline in real estate construction loans. The decline in real estate construction loans was the result of First Financial's decision to restrict lending in this category primarily due to weak demand and declining property values in recent years. First Financial's consumer loan categories increased $30.6 million or 4.1%

First Financial Bancorp 2012 Annual Report 21

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

during 2012, primarily due to a $30.2 million or 10.5% increase in residential real estate loans during the year. This increase is related to the introduction of a new residential mortgage product in 2012 as described above.

At December 31, 2012, commercial loans represent 27.1% of uncovered loans while commercial real estate, real estate construction and lease financing balances represent 44.6%, 2.3% and 1.6%, respectively. Residential real estate loans represent 10.0% of uncovered loan balances while home equity, installment and credit card loans represent 11.6%, 1.8% and 1.1%, respectively.

Comparatively, at December 31, 2011, commercial loans represent 28.9% of uncovered loans while commercial real estate, real estate construction and lease financing balances represent 41.5%, 3.9% and 0.6%, respectively. Residential real estate loans represent 9.7% of uncovered loan balances while home equity, installment and credit card loans represent 12.1%, 2.3% and 1.1%, respectively.

Table 4 • Loan Portfolio
	December 31,
(Dollars in thousands)	2012		2011		2010		2009		2008
Commercial	$	861,033	$	856,981	$	800,253	$	800,261	$	807,720
Real estate – construction	73,517		114,974		163,543		253,223		232,989
Real estate – commercial	1,417,008		1,233,067		1,139,931		1,079,628		846,673
Real estate – residential	318,210		287,980		269,173		321,047		383,599
Installment	56,810		67,543		69,711		82,989		98,581
Home equity	367,500		358,960		341,310		328,940		286,110
Credit card	34,198		31,631		29,563		29,027		27,538
Lease financing	50,788		17,311		2,609		14		50
Total loans, excluding covered loans	3,179,064		2,968,447		2,816,093		2,895,129		2,683,260
Covered loans	748,116		1,053,244		1,481,493		1,934,740		0
Total	$	3,927,180	$	4,021,691	$	4,297,586	$	4,829,869	$	2,683,260

Table 5 – Loan Maturity/Rate Sensitivity indicates the contractual maturity of commercial loans and real estate construction loans outstanding at December 31, 2012. Loans due after one year are classified according to their sensitivity to changes in interest rates.

Table 5 • Loan Maturity/Rate Sensitivity (Excluding Covered Loans)
	December 31, 2012
	Maturity
			After one
	Within		but within		After
(Dollars in thousands)	one year		five years		five years		Total
Commercial	$	391,463	$	361,953	$	107,617	$	861,033
Real estate – construction	60,174		11,720		1,623		73,517
Total	$	451,637	$	373,673	$	109,240	$	934,550
			Sensitivity to changes in interest rates
			Predetermined		Variable
(Dollars in thousands)			rate		rate		Total
Due after one year but within five years			$	242,720	$	130,953	$	373,673
Due after five years			65,140		44,100		109,240
Total			$	307,860	$	175,053	$	482,913

22 First Financial Bancorp 2012 Annual Report

COVERED LOANS

Acquired loans subject to loss share agreements whereby the FDIC reimburses First Financial for the majority of any losses incurred are referred to as covered loans.

First Financial evaluated the loans acquired in conjunction with the Peoples and Irwin acquisitions for impairment in accordance with the provisions of FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (FASB ASC Topic 310-30). Acquired loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected. First Financial accounts for the majority of covered loans under FASB ASC Topic 310-30 with the exception of loans with revolving privileges, which are outside the scope of FASB ASC Topic 310-30, and other consumer loans for which expected cash flows could not be reasonably estimated. For further information regarding the accounting for covered loans, see the Critical Accounting Policies section included in Management’s Discussion and Analysis as well as the Notes to the Consolidated Financial Statements.

2012 vs. 2011. Total covered loans decreased $305.1 million, or 29.0%, during 2012. The decline in the covered loan portfolio is to be expected as there were no new acquisitions of loans subject to loss share agreements during 2012. The covered loan portfolio will continue to decline through payoffs, charge-offs, and termination or expiration of loss share coverage, unless First Financial acquires additional loans subject to loss share agreements in the future.

Table 6 • Covered Loan Portfolio
	December 31,
(Dollars in thousands)	2012		2011		2010		2009
Commercial	$	102,126	$	195,892	$	334,039	$	506,887
Real estate – construction	10,631		17,120		42,743		97,560
Real estate – commercial	465,555		637,044		855,725		1,008,104
Real estate – residential	100,694		121,117		147,052		206,371
Installment	8,674		13,176		21,071		8,235
Home equity	57,458		64,978		73,695		87,933
Other covered loans	2,978		3,917		7,168		19,650
Total covered loans	$	748,116	$	1,053,244	$	1,481,493	$	1,934,740

Table 7 • Covered Loan Maturity
	December 31, 2012
	Maturity
			After one
	Within		but within		After
(Dollars in thousands)	one year		five years		five years		Total
Commercial	$	38,840	$	59,987	$	3,299	$	102,126
Real estate – construction	6,727		3,312		592		10,631
Total	$	45,567	$	63,299	$	3,891	$	112,757

	Sensitivity to changes in interest rates
	Predetermined		Variable
(Dollars in thousands)	rate		rate		Total
Due after one year but within five years	$	49,647	$	13,652	$	63,299
Due after five years	1,459		2,432		3,891
Total	$	51,106	$	16,084	$	67,190

INVESTMENTS

First Financial Bancorp 2012 Annual Report 23

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

First Financial utilizes its investment portfolio as a source of liquidity and interest income, as well as a tool for managing the Company's interest rate risk profile. As such, the Company's primary investment strategy is to invest in debt securities with low credit risk, such as treasury, government agency and agency residential mortgage-backed securities (MBSs). First Financial invests primarily in MBSs issued by U.S. government agencies and corporations, such as the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). Such securities, because of government agency guarantees, are considered to have a low credit risk and high liquidity profile. The investment portfolio is also managed with consideration to prepayment and extension / maturity risk.

The other investments category in the Consolidated Balance Sheets consists primarily of First Financial’s investment in the stock of the Federal Reserve Bank and the Federal Home Loan Bank (FHLB).

Gains and losses on debt securities are generally due to higher current market yields relative to the yields of the debt securities at their amortized cost.  All securities with unrealized losses are reviewed quarterly to determine if any impairment is considered other than temporary, requiring a write-down to fair market value. First Financial considers the percentage loss on a security, duration of the loss, average life or duration of the security, credit rating of the security as well as payment performance and the Company’s intent and ability to hold the security when determining whether any impairment is other than temporary. First Financial had no other than temporary impairment expense for the years ended December 31, 2012 and 2011.

2012 vs. 2011. First Financial’s investment portfolio at December 31, 2012 totaled $1.9 billion, a $358.3 million, or 23.6%, increase from $1.5 billion at December 31, 2011. The increase in the investment portfolio during 2012 was primarily related to the deployment of cash received in the banking center acquisitions late in 2011, amortization and paydowns of both uncovered and covered loans and a strategy to pre-fund the next twelve months estimated portfolio run-off that was executed late in the year. Under this pre-funding strategy, First Financial purchased primarily fixed and floating rate agency-backed MBSs utilizing the same discipline and portfolio management philosophy as with past investment purchases including, but not limited to, avoidance of material credit risk within the MBSs. Securities purchased under the pre-funding strategy were funded with short-term borrowings.

In addition to the pre-funding strategy discussed above, First Financial began repositioning the investment portfolio to reduce the future risk of prepayment activity on MBSs as was experienced during the second half of 2012. The Company sold lower-yielding agency MBSs classified as available-for-sale in order to enhance liquidity, reduce interest rate cap risk and mitigate prepayment risk, recognizing a pre-tax gain of $3.6 million on the sales. The Company redeployed the sale proceeds into primarily fixed rate agency collateralized mortgage obligations (CMOs) and agency-backed tax-exempt pass-through securities and, to a lesser extent, variable rate agency CMOs and variable rate securities backed by Federal Family Education Loan Program (FFELP)-wrapped student loans. To help mitigate prepayment and premium risk, the majority of these purchases consisted of securities with lower premiums. Additionally, a large percentage of these purchases were collateralized by higher loan-to-value loans originated under the Home Affordable Refinance Program as well as lower balance mortgages which together should exhibit more favorable prepayment protection in a low interest rate environment.

The Company's current investment strategy consists of a “barbelled” approach under which both short and long duration

securities are targeted to provide a weighted average duration and yield profile approximating an intermediate duration security.

This strategy should provide current income from the longer duration securities, which benefit from the steepness of the yield

curve, while also mitigating interest rate risk with shorter duration variable rate securities which will reset when interest rates

return to a rising environment.

The investment portfolio represented 28.8% and 22.7% of total assets at December 31, 2012 and December 31, 2011, respectively. Investments in MBSs, including CMOs, represented 85.8% and 89.9% of the investment portfolio at December 31, 2012 and 2011, respectively. MBSs represent participations in pools of residential real estate loans, the principal and interest payments of which are passed through to the security investors. MBSs are subject to prepayment risk, particularly during periods of falling interest rates, and duration is prone to extend during periods of rising interest rates. Prepayments of the underlying residential real estate loans may shorten the lives of the securities, thereby affecting yields to maturity and market values.

CMOs totaled $1.1 billion at December 31, 2012, with $618.8 million or 56.7% classified as available-for-sale. CMOs totaled $682.9 million at December 31, 2011, all of which were classified as available-for-sale. First Financial does not own any interest-only securities, principal-only securities or other securities considered high risk.

Security debentures issued by the U.S. government and U.S. government agencies and corporations, including the FHLB, FHLMC, FNMA and the U.S. Export / Import Bank represented 1.9% and 3.0% of the investment portfolio at December 31,

24 First Financial Bancorp 2012 Annual Report

2012 and 2011, respectively. Other securities classified as available for sale totaled 3.0% and 1.5% of First Financial’s investment portfolio at December 31, 2012 and 2011, respectively, and were primarily comprised of taxable obligations of state and other political subdivisions, Community Reinvestment Act qualified funds, and other small holdings.

Asset-backed securities (ABSs) comprised 3.0% of the investment portfolio at December 31, 2012. ABSs represent securities collateralized by FFELP-wrapped student loans purchased in 2012. The Company did not own asset-backed securities as of December 31, 2011. First Financial considers these investment securities to have lower credit risk and a high liquidity profile as a result of the explicit guarantees on the collateral.

Tax-exempt securities of states, municipalities and other political subdivisions increased to $45.4 million as of December 31, 2012 from $12.0 million as of December 31, 2011 and comprised 2.4% and 0.8% of the investment portfolio at December 31, 2012 and 2011, respectively. The securities are diversified as to states and issuing authorities within states, thereby decreasing geographic portfolio risk. First Financial continues to monitor the risk associated with this sector as we review the underlying ratings for possible downgrades. First Financial does not own any currently impaired state or other political subdivision securities.

Table 8 • Investment Securities as of December 31
	2012				2011
			Percent of				Percent of
(Dollars in thousands)	Amount		Portfolio		Amount		Portfolio
Securities of U.S. Government agencies and corporations	$	36,407	2.0	%	$	46,190	3.2	%
Mortgage-backed securities	1,608,120		89.2	%	1,363,468		94.4	%
Obligations of state and other political subdivisions	45,350		2.5	%	11,960		0.8	%
Asset-backed securities	57,089		3.2	%	0		0.0	%
Other securities	55,885		3.1	%	22,892		1.6	%
Total	$	1,802,851	100.0	%	$	1,444,510	100.0	%

The estimated maturities and weighted-average yields of the held-to-maturity and available-for-sale investment securities are shown in Table 9 – Investment Securities as of December 31, 2012. Tax-equivalent adjustments, using a 35.0% rate, were included in calculating yields on tax-exempt obligations of state and other political subdivisions.

At December 31, 2012 and 2011, First Financial classified $1.0 billion or 57.2% of investment securities and $1.4 billion or 99.8% of investment securities, respectively, as available-for-sale. At December 31, 2012 and 2011, First Financial classified $770.8 million or 42.8% of investment securities and $2.7 million or 0.2% of investment securities, respectively, as held-to-maturity.

The investment securities portfolio included a net unrealized pre-tax gain of $22.7 million at December 31, 2012, representing the difference between fair value and amortized cost. This compares with a net unrealized pre-tax gain of $20.6 million at December 31, 2011. The fair value of First Financial’s held-to-maturity investment securities portfolio exceeded the carrying value by $7.7 million and $0.2 million at December 31, 2012 and December 31, 2011, respectively.

First Financial reclassified certain investment securities, primarily agency-backed MBSs from available-for-sale to held-to-maturity during 2012. While market expectations are that the current low interest rate environment will continue for the next several years, increases in the Company's investment portfolio duration caused the price sensitivity of the portfolio to increase in rising interest rate scenarios. Further, as available-for-sale securities are carried at fair value with unrealized holding gains and losses recorded as a component of equity in other comprehensive income, declines in market values for these securities could negatively impact shareholders' equity. The reclassification was executed to mitigate the impact of potential future price depreciation on other comprehensive income and the corresponding negative impact on shareholders' equity as held-to-maturity securities are carried at amortized cost. First Financial has the intent and ability to hold the transferred securities to maturity.

First Financial held cash on deposit with the Federal Reserve of $24.3 million and $375.4 million at December 31, 2012 and 2011, respectively. The decrease in cash on deposit during 2012 is primarily related to the deployment of cash received in the banking center acquisitions late in 2011. First Financial continually monitors its liquidity position as part of its enterprise risk management framework, specifically through its asset/liability management process.

First Financial Bancorp 2012 Annual Report 25

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

See Note 9 of the Notes to Consolidated Financial Statements for additional information on First Financial's investment portfolio and Note 22 for additional information on how First Financial determines the fair value of investment securities.

Table 9 • Investment Securities As Of December 31, 2012
	Maturity
	Within one year				After one but within five years				After five but within ten years				After ten years
(Dollars in thousands)	Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)
Held-to-Maturity
Securities of other U.S. government agencies and corporations	$	0	0.00	%	$	0	0.00	%	$	20,512	2.75	%	$	0	0.00	%
Mortgage-backed securities	0		0.00	%	681,023		1.90	%	59,868		3.02	%	0		0.00	%
Obligations of state and other political subdivisions	489		6.88	%	530		7.05	%	7,518		4.72	%	815		7.69	%
Total	$	489	6.88	%	$	681,553	1.90	%	$	87,898	3.10	%	$	815	7.69	%
Available-for-Sale
Securities of other U.S. government agencies and corporations	$	0	0.00	%	$	16	3.70	%	$	10,872	2.61	%	$	5,007	3.03	%
Mortgage-backed securities	10,163		2.25	%	545,838		3.12	%	95,251		2.04	%	215,977		1.90	%
Obligations of state and other political subdivisions	2,743		7.82	%	2,357		6.69	%	10,860		4.00	%	20,038		3.95	%
Asset-backed securities	0		0.00	%	0		0.00	%	47,085		0.81	%	10,004		0.92	%
Other securities	9,917		5.66	%	3,018		1.53	%	5,237		1.72	%	37,713		2.30	%
Total	$	22,823	4.40	%	$	551,229	3.13	%	$	169,305	1.85	%	$	288,739	2.08	%

(1) Tax equivalent basis was calculated using a 35.00% tax rate and yields were based on amortized cost.

DERIVATIVES

First Financial uses certain derivative instruments, including interest rate caps, floors and swaps, to meet the needs of its clients while managing the interest rate risk associated with certain transactions.  First Financial does not use derivatives for speculative purposes and currently does not have any derivatives that are not designated as hedges.

First Financial primarily utilizes interest rate swaps designated as fair value hedges as a means to offer commercial borrowers products that meet their needs, but are also designed to achieve First Financial’s desired interest rate risk profile at the time.  First Financial accomplishes this by entering into swap agreements with commercial borrowers and simultaneously entering into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These interest rate swap agreements generally involve the receipt by First Financial of floating rate amounts from the counterparties in exchange for payments to these counterparties by First Financial of fixed rate amounts received from commercial borrowers over the life of the agreements. These interest rate swap agreements do not involve an exchange of the underlying principal or notional amount.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.  

First Financial periodically utilizes interest rate swaps designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates.

See Note 8 of the Notes to Consolidated Financial Statements for additional information regarding First Financial's use of derivative instruments.

DEPOSITS

First Financial solicits deposits by offering a wide variety of savings and transaction accounts, including checking, savings, money-market and time deposits of various maturities and rates.

2012 vs. 2011. First Financial experienced a decline in total deposits during 2012 of $687.0 million or 12.2%, from $5.6 billion at December 31, 2011 to $5.0 billion as of December 31, 2012. Noninterest bearing deposits increased by $156.6 million,

26 First Financial Bancorp 2012 Annual Report

while interest-bearing checking deposits decreased by $156.5 million, savings deposits decreased by $101.0 million and time deposits declined by $586.0 million during the period. The decline in total deposits during 2012 was a result of the Company's continued focus on improving core relationship profitability and reducing non-core relationship deposits in connection with its deposit rationalization strategies, the repricing of certain deposits acquired in the 2011 banking center acquisitions and deposit attrition resulting from the Company's banking center consolidation activities in 2012. The increase in noninterest bearing deposit balances in 2012 reflects a continued positive shift in the mix of First Financial's deposit base as outflows of time deposits and brokered deposits were replaced with less expensive transaction-based core deposits.

Total average deposits for 2012 declined $19.9 million, or 0.4%, from 2011 as the strategic initiatives outlined above were executed. Average time deposits decreased $300.1 million, or 18.3%, while average transaction and savings deposits increased $280.2 million, or 7.8%.

Table 10 – Maturities of Time Deposits Greater Than or Equal to $0.1 million shows the contractual maturity of these deposits that were outstanding at December 31, 2012, representing 6.1% of total deposits.

Table 10 • Maturities Of Time Deposits Greater Than Or Equal To $100,000
	December 31, 2012
(Dollars in thousands)	Certificates of Deposit		IRAs		Brokered CDs		Total
Maturing in
3 months or less	$	55,577	$	4,335	$	1,409	$	61,321
3 months to 6 months	49,597		2,205		5,582		57,384
6 months to 12 months	74,052		10,338		2,677		87,067
over 12 months	48,491		37,283		10,191		95,965
Total	$	227,717	$	54,161	$	19,859	$	301,737

BORROWINGS

First Financial's short-term borrowings include Repurchase Agreements utilized for corporate sweep accounts with cash management account agreements in place as well as overnight advances from the FHLB. The Company's long-term borrowings consist of FHLB long-term advances and repurchase agreements utilizing investment securities pledged as collateral.

2012 vs. 2011. Short-term borrowings increased to $624.6 million at December 31, 2012, from $99.4 million at December 31, 2011. Short-term borrowings with the FHLB, which are utilized to manage the Company's normal liquidity needs, increased as a result of loan demand as well as First Financial's deposit rationalization, banking center consolidation and investment portfolio strategies during 2012. The Company's deposit rationalization strategy focuses on improving core relationship profitability and reducing non-core relationship deposits, such as single service relationships. These deposit rationalization efforts, in addition to deposit attrition resulting from repricing certain deposits acquired late in 2011 and banking center consolidation activities contributed to the higher level of short-term borrowings in 2012. Additionally, First Financial funded a portion of investment securities purchases in 2012 with short-term borrowings under a strategy to pre-fund the investment portfolio based on the portfolio’s expected cash flows over the next twelve months.

Long-term debt decreased $1.3 million, or 1.8%, to $75.2 million at December 31, 2012, from $76.5 million at December 31, 2011.

First Financial utilizes short-term borrowings and longer-term advances from the FHLB as wholesale funding sources. First Financial had $502.0 million of short-term borrowings from the FHLB at December 31, 2012 as compared with no outstanding short-term borrowings from the FHLB at December 31, 2011. Total long-term borrowings from the FHLB were $9.4 million and $11.5 million at December 31, 2012 and 2011, respectively. First Financial's total available borrowing capacity from the FHLB was $288.1 million at December 31, 2012.

FHLB advances, both short-term and long-term, must be collateralized with qualifying assets, typically certain commercial and residential real estate loans, as well as certain government and agency securities. For ease of borrowing execution First

First Financial Bancorp 2012 Annual Report 27

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Financial utilizes a blanket collateral agreement with the FHLB and had collateral pledged with a book value of $1.6 billion at December 31, 2012.

See Note 14 of the Notes to Consolidated Financial Statements for additional information on First Financial's borrowings.

ENTERPRISE RISK MANAGEMENT

First Financial manages risks through a structured enterprise risk management (ERM) approach that routinely assesses the overall level of risk, identifies specific risks and evaluates the steps being taken to mitigate those risks. First Financial continues to enhance its risk management capabilities and has, over time, embedded risk awareness as part of the culture of the Company. ERM allows First Financial to align a variety of risk management activities within the Company into a cohesive, enterprise-wide approach and focus on process-level risk management activities and strategic objectives within the risk management culture. Additionally, ERM allows the Company to deliberately consider risk responses and effectiveness of mitigation compared to established standards for risk appetite and tolerance, recognize and respond to the significant organizational changes and consolidate information obtained through a common process into concise business performance and risk information for management and the board of directors.

First Financial uses a robust regulatory risk framework as one of the foundational components of its ERM framework.  This not only allows for a common categorization across the Company, but provides a consistent and complete risk framework that can be summarized and assessed enterprise-wide. In addition, the framework is consistent with that used by the Company’s regulators, allowing for additional feedback on First Financial’s ability to assess and measure risk across the organization and for management and the board of directors to identify and understand differences in assessed risk profiles using this same foundation.

ERM helps ensure that First Financial continues to identify and adequately address risks that emerge from a combination of new customers, products and associates, as well as changing markets, new or evolving systems and processes and new lines of business.

The goals of First Financial’s ERM framework are to:

• focus on the Company at both the enterprise and line of business levels;

• align the Company's risk appetite with its strategic and related operational, compliance and reporting objectives;

• enhance risk response decisions;

• reduce operational deficiencies and possible losses;

• identify and manage interrelated risks;

• provide integrated responses to multiple risks;

• improve the deployment and allocation of capital; and

• improve overall business performance.

Specific enterprise-level objectives include:

• creating a holistic view of risk in which risk is comprehensively considered, consistently communicated and documented in decision making;

• centralizing the oversight of risk management activities;

• creating an awareness of risks facing the Company by defining the risks that will be addressed by the enterprise and each functional area or business unit;

• establishing and maintaining systems and mechanisms to comprehensively identify, assess and measure risks that may impact First Financial’s ability to achieve its business objectives;

• creating a process which ensures that, for all new lines of business and new product decisions, management evaluates the expertise needed and comprehensively assesses the risks involved;

• establishing and maintaining systems and mechanisms to monitor risk responses;

• developing risk occurrence information systems to provide early warning of events or situations that create risk for the Company;

• implementing and reviewing risk measurement techniques that management may use to establish the Company’s risk tolerance, assess risk likelihood and impact, and analyze risk monitoring processes; and

• establishing appropriate management reporting systems regarding the enterprise-wide risk exposures and allocation of capital.

28 First Financial Bancorp 2012 Annual Report

Line of business-level objectives focus on why the particular business or business unit exists; how the business affects the Company’s strategy, earnings, reputation and other key success factors; and whether the line of business objectives are aligned with the enterprise objectives.

First Financial has identified nine types of risk that it monitors in its ERM framework.  These risks include information technology, market, legal, strategic, reputation, credit, regulatory (compliance), operational and external/environmental.

Board of Directors and Board Risk Committee. First Financial’s board of directors is responsible for understanding the Company’s risk management objectives and risk tolerance. Therefore, board oversight of the Company’s risk management activities is a key component to an effective risk management process.  Responsibilities of the board of directors include:

• establishing and guiding the Company’s strategic direction and tolerance for risk, including the determination of the aggregate risk appetite, and identifying the senior managers who have the responsibility for managing this risk;

• monitoring the Company’s performance and overall risk profile, ensuring that the level of risk is maintained at prudent levels and is supported by adequate capital;

• ensuring that the Company implements sound fundamental principles that facilitate the identification, measurement, monitoring and control of risk; and

• ensuring that adequate resources are dedicated to risk management.

The board of directors has defined broad risk tolerance levels or limits to guide management in the decision-making process and is responsible for establishing management information and communication requirements to ensure that risk management activities remain within these tolerance limits. The board risk committee, a standing committee of the board of directors, is responsible for carrying out the board’s responsibilities in this regard. Other standing committees of the board (audit, mergers and acquisitions / capital markets and compensation) oversee particular areas of risk assigned to them.

Executive and Senior Management. Executive and senior management members who are involved in ERM activities are responsible for managing risk activities and delegating risk authority and tolerance to the individual risk owners responsible for executing the specific business activities.

Management must identify which processes and activities are critical to achieving the Company’s business objectives within the designated tolerance levels.  Management must then delegate responsibility, authority and accountability to the appropriate risk owners who are responsible for ensuring that the respective processes and activities are designed and implemented to manage the related risks within those delegated tolerance levels.

Information and communication requirements must be clearly communicated to risk owners in order to support management’s analysis of how effectively risk management activities are operating and that these requirements support and facilitate required reporting to the board of directors.

Chief Risk Officer. The chief risk officer is responsible for the oversight of the Company’s ERM processes.  The chief risk officer may appoint such other officers or establish such other management committees as required for effective risk management and governance, including risk measurement, risk monitoring, risk control or mitigation and risk reporting.  The chief risk officer is also responsible for the maintenance of such procedures, methodologies and guidelines as are necessary to administer the ERM program.

Committee Chairs. The ERM program utilizes fourteen committees as its primary assessment and communication mechanism for the previously identified risks.  Committee chairs play key roles in the execution of risk management activities throughout the enterprise and are responsible for continuous updates and communication amongst committee members as well as with the risk management department regarding changes to risk profiles, changes to risk assessments and the emergence of new risks that could impact the Company.

Internal Audit. Internal audit is responsible for planning audit activities to periodically reassess the design and operation of key risk management processes and to make periodic evaluations of the ongoing accuracy and effectiveness of the communications from risk owners to senior management and from senior management to the board of directors.

Risk Assessment Process. The periodic assessment of risks is a key component of a sound ERM program.  Managers, business unit leaders and executives are responsible for developing the risk assessment for their individual departments, business units and subsidiaries consistent with their operating practices and strategies.  The chief risk officer, management and the board risk committee are then responsible for ensuring that risk is viewed and analyzed from a portfolio

First Financial Bancorp 2012 Annual Report 29

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

perspective.  Furthermore, interrelated risks should be considered, describing how a single risk or event may create multiple risks and the need for management to develop an entity-level portfolio view of risk.

First Financial’s risk management functional programs identify the objectives, scope, assessment frequency and methodology utilized in the assessment and reporting process.

Risk management programs, in total and in each functional component, accomplish the following:

• identify risk issues and their respective risk owners;

• link identified risks and their mitigation to the Company's strategic objectives;

• evaluate the risks as to their associated likelihood of occurrence and consequences;

• prioritize the risk issues in regards to the current risk status and trend;

• provide reports to management and risk owners that will assist them in implementing appropriate risk management processes;

• assist management in assessing the alternatives for managing the risks;

• assist management in the development of risk management plans; and

• track risk management efforts and respond accordingly.

Monitoring and Reporting. The board of directors oversees risk reporting and monitoring through the board risk committee, which meets at least quarterly.  The board risk committee is responsible for establishing tolerance limits for monitoring enterprise-wide key risks.

Management continually reviews and challenges the risks identified as key, as well as the appropriateness of established tolerance limits, and the actions identified as necessary to mitigate key risks.  As circumstances warrant, management will provide recommendations to the board risk committee for changes or adjustments in key risks or tolerance limits.

First Financial believes that communication is fundamental to successful risk management and is based upon a strong partnership between risk management, management and the board of directors.  Productive reporting and dialogue with management across the Company is necessary to ensure collaborative and effective risk management.

CREDIT RISK

Credit risk represents the risk of loss due to failure of a customer or counterparty to meet its financial obligations in accordance with contractual terms. First Financial manages credit risk through its underwriting practices, periodically reviewing and approving its credit exposures using credit policies and guidelines approved by the board of directors.

Allowance for loan and lease losses, excluding covered loans: First Financial records a provision for loan and lease losses (provision) in the Consolidated Statements of Income to provide for probable loan and lease losses inherent in the portfolio. Actual losses on loans and leases are charged against the allowance for loan and lease losses (allowance), which is a reserve accumulated on the Consolidated Balance Sheets through the recognition of the provision. The recorded values of the loans and leases actually removed from the Consolidated Balance Sheets due to credit deterioration are referred to as charge-offs. Any subsequent recovery of a previously charged-off loan is credited back to the allowance. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral. All loans charged-off are subject to continuous review and concerted efforts are made to maximize any recovery. In most cases, the borrower’s debt obligation is not canceled even though the balance may have been charged off.

For each reporting period, management maintains the allowance at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio; economic conditions; geographic footprint; the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans; and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change. The evaluation of these factors is the responsibility of the Allowance for Loan and Lease Losses Committee, which is comprised of senior officers from the risk management, credit administration, finance and lending areas.

See Table 11 – Summary of Allowance for Loan and Lease Losses and Selected Statistics for a summary of activity impacting the allowance and Table 12 – Allocation of the Allowance for Loan and Lease Losses for detail on the composition of the allowance.

30 First Financial Bancorp 2012 Annual Report

2012 vs. 2011. The allowance at December 31, 2012 was $47.8 million or 1.50% of loans, a $4.8 million and 0.27% decline from a balance of $52.6 million or 1.77% of loans at December 31, 2011. Provision for loan and lease loss expense declined $0.1 million to $19.1 million in 2012 from $19.2 million in 2011. Net charge-offs were essentially unchanged at $23.9 million for 2012 and 2011, respectively, while the ratio of net charge-offs as a percentage of average loans outstanding declined to 0.79% in 2012 from 0.84% in 2011.

Net charge-offs for 2012 included approximately $1.1 million of consumer loan charge-offs, primarily home equity loans, resulting from new guidance from the Office of the Comptroller of the Currency (OCC) on troubled debt restructurings (TDRs) during the year. The OCC guidance clarified that loans to consumer borrowers that have been discharged in bankruptcy where the borrower has not reaffirmed the debt are considered TDRs, should be reported as nonaccrual and recorded at the lesser of the remaining loan balance or the fair value of the collateral securing the loan.

While the level of First Financial's net charge-offs were relatively unchanged in 2012 from 2011, the decline in the allowance was primarily related to a decline in reserves related to problem loans that were resolved during 2012. Loan growth also contributed to the decrease in the allowance as a percentage of loans at December 31, 2012 as compared to December 31, 2011. The decline in the allowance is consistent with declines in nonaccrual loans, nonaccrual TDRs and classified assets during 2012. Classified assets, which have declined for nine consecutive quarters, are defined by the Company as nonperforming assets plus performing loans internally rated substandard or worse. The continued decline in classified assets reflects further stabilization and moderate improvement in the economic and credit trends that emerged in 2011. See "Asset Quality" below for further discussion of First Financial's credit trends.

The allowance as a percentage of net charge-offs was 199.8% for the year ended December 31, 2012 compared to 220.3% for the year ended December 31, 2011. It is management’s belief that the allowance for loan and lease losses is adequate to absorb probable losses inherent in the loan and lease portfolio at December 31, 2012. 

For further discussion of First Financial's allowance for loan and lease losses, see Note 12 of the Notes to Consolidated Financial Statements.

First Financial Bancorp 2012 Annual Report 31

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Table 11 • Summary Of Allowance For Loan And Lease Losses And Selected Statistics (Excluding Covered Loans)
(Dollars in thousands)	2012			2011			2010			2009			2008
Transactions in the allowance for loan and lease losses:
Balance at January 1	$	52,576		$	57,235		$	59,311		$	35,873		$	29,057
Loans charged-off:
Commercial	4,312			3,436			13,324			11,295			5,227
Real estate – construction	2,684			6,279			8,619			12,680			0
Real estate – commercial	11,012			10,382			8,191			4,514			3,526
Real estate – residential	1,814			1,551			1,693			1,315			648
Installment	577			526			1,154			1,468			1,963
Home equity	3,661			2,183			3,499			2,037			1,549
Credit card	1,252			1,441			1,871			1,640			1,724
Lease financing	0			0			0			0			0
Total loans charged off	25,312			25,798			38,351			34,949			14,637
Recoveries of loans previously charged-off:
Commercial	393			762			620			632			654
Real estate – construction	0			32			24			0			0
Real estate – commercial	265			309			1,082			557			99
Real estate – residential	73			45			24			27			25
Installment	323			363			519			857			975
Home equity	115			117			192			16			30
Credit card	227			301			249			213			248
Lease financing	0			0			1			1			12
Total recoveries	1,396			1,929			2,711			2,303			2,043
Net charge-offs	23,916			23,869			35,640			32,646			12,594
Provision for loan and lease losses	19,117			19,210			33,564			56,084			19,410
Balance at December 31	$	47,777		$	52,576		$	57,235		$	59,311		$	35,873
Credit quality ratios:
As a percent of year-end loans, net of unearned income:
Allowance for loan and lease losses	1.50		%	1.77		%	2.03		%	2.05		%	1.34		%
Nonperforming loans (1)	2.39		%	2.57		%	2.84		%	2.69		%	0.68		%
As a percent of average loans, net of unearned income:
Net charge-offs	0.79		%	0.84		%	1.27		%	1.16		%	0.47		%
Allowance for loan and lease losses to nonperforming loans (1)	62.95		%	68.84		%	71.62		%	76.25		%	197.27		%

(1) Includes nonaccrual and troubled debt restructurings.

32 First Financial Bancorp 2012 Annual Report

Table 12 • Allocation Of The Allowance For Loan And Lease Losses (Excluding Covered Loans)
	December 31,
	2012				2011				2010				2009				2008
(Dollars in thousands)	Allowance		Percent of Loans to Total Loans		Allowance		Percent of Loans to Total Loans		Allowance		Percent of Loans to Total Loans		Allowance		Percent of Loans to Total Loans		Allowance		Percent of Loans to Total Loans
Balance at End of Period Applicable to:
Commercial	$	7,926	27.1	%	$	10,289	28.9	%	$	10,138	28.4	%	$	18,590	27.6	%	$	12,107	30.1	%
Real estate – construction	3,268		2.3	%	4,424		3.9	%	8,326		5.8	%	8,143		8.8	%	2,086		8.7	%
Real estate – commercial	24,151		44.6	%	18,228		41.5	%	14,917		40.5	%	15,190		37.3	%	8,454		31.6	%
Real estate – residential	3,599		10.0	%	4,994		9.7	%	8,907		9.6	%	5,308		11.1	%	3,715		14.3	%
Installment, home equity & credit card	8,464		14.4	%	14,516		15.4	%	14,888		15.6	%	12,079		15.2	%	9,508		15.3	%
Lease financing	369		1.6	%	125		0.6	%	59		0.1	%	1		0.0	%	3		0.0	%
Total	$	47,777	100.0	%	$	52,576	100.0	%	$	57,235	100.0	%	$	59,311	100.0	%	$	35,873	100.0	%

Table 13 • Nonperforming Assets (Excluding Covered Assets)
	December 31,
(Dollars in thousands)	2012			2011				2010				2009			2008
Nonaccrual loans	$	50,930			$	54,299			$	62,302		$	71,657		$	17,981
Troubled debt restructurings
Accruing	10,856				4,009				3,508			679			204
Nonaccrual	14,111				18,071				14,105			5,446			0
Other real estate owned (OREO)	12,526				11,317				17,907			4,145			4,028
Total nonperforming assets	$	88,423			$	87,696			$	97,822		$	81,927		$	22,213
Nonperforming assets as a percent of total loans plus OREO	2.77		%		2.94		%		3.45		%	2.83		%	0.83		%
Accruing loans past due 90 days or more	$	212			$	191			$	370		$	417		$	138
Classified assets	$	129,040			$	162,372			$	202,140		$	163,451		$	67,393

Allowance for loan and lease losses, covered loans: All loans acquired in the 2009 Peoples and Irwin acquisitions were covered by loss sharing agreements with the FDIC whereby the FDIC reimburses First Financial for the majority of the losses incurred. In accordance with the accounting guidance for business combinations, there was no allowance brought forward on covered loans as any credit deterioration evident in the loans at the time of acquisition was included in the determination of the fair value of the loans at the acquisition date. Generally the determination of the fair value of the loans resulted in a significant write-down in the value of the loans, which was assigned to an accretable or nonaccretable balance, with the accretable balance being recognized as interest income over the remaining term of the loan. The majority of the nonaccretable balance is expected to be received from the FDIC through the loss sharing agreements and is recorded as a separate indemnification asset from the covered loans and reflected on the Consolidated Balance Sheets.

The majority of covered loans are accounted for under FASB ASC Topic 310-30, whereby First Financial is required to periodically re-estimate the expected cash flows on the loans. For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial grouped acquired loans into pools based on common risk characteristics. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense, and a related allowance for loan and lease losses on covered loans, on a discounted basis during the period. Estimated reimbursements due from the FDIC under loss share agreements related to any declines in expected cash flows for a pool of loans are recorded as noninterest income and an increase to the FDIC indemnification asset in the same period. Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool and a related adjustment to the yield on the FDIC indemnification asset. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. First Financial

First Financial Bancorp 2012 Annual Report 33

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

recognized provision expense related to impairment in the expected cash flows on certain covered loans, as well as enhanced yields reflecting improved cash flow expectations on other covered loans during 2012 and 2011.

2012 vs. 2011. The allowance for loan and lease losses on covered loans was $45.2 million and $42.8 million at December 31, 2012 and 2011, respectively. The related, estimated reimbursement on covered loan losses due from the FDIC under loss sharing agreements was recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset during 2012 and 2011.

First Financial views the combination of provision expense on covered loans, losses on covered OREO and loss sharing expense, net of the related reimbursements due under loss sharing agreements recorded as FDIC loss sharing income, as the net credit costs associated with covered assets during the period. Net credit costs decreased $6.8 million or 44.8% during 2012, from $15.2 million at December 31, 2011 to $8.4 million at December 31, 2012.

Table 14 • Summary Of Allowance For Loan And Lease Losses and Selected Statistics (Covered Loans)
(Dollars in thousands)	2012		2011		2010
Transactions in the allowance for loan and lease losses:
Balance at January 1	$	42,835	$	16,493	$	0
Loans charged-off:
Commercial	12,876		9,728		16,518
Real estate-construction	2,871		2,749		3,333
Real estate-commercial	12,974		25,746		16,507
Real estate-residential	1,296		1,650		8,142
Installment and other consumer financing	3,890		5,731		2,492
Total loans charged off	33,907		45,604		46,992
Recoveries of loans previously charged-off:
Commercial	2,153		1,013		338
Real estate-construction	61		527		2
Real estate-commercial	2,767		5,391		0
Real estate-residential	17		71		0
Installment and other consumer financing	361		863		1
Total recoveries	5,359		7,865		341
Net charge-offs	28,548		37,739		46,651
Provision for loan and lease losses	30,903		64,081		63,144
Balance at December 31	$	45,190	$	42,835	$	16,493

Table 15 • Allocation Of The Allowance For Loan And Lease Losses (Covered Loans)
	December 31,
	2012				2011					2010
(Dollars in thousands)	Allowance		Percent of Loans to Total Loans			Allowance		Percent of Loans to Total Loans			Allowance		Percent of Loans to Total Loans
Balance at end of period applicable to:
Commercial	$	19,136	13.7	%		$	19,160	18.6	%		$	8,787	22.6	%
Real estate-commercial	22,918		63.6	%		21,930		62.1	%		7,213		60.6	%
Real estate-residential	2,599		13.5	%		1,396		11.5	%		232		9.9	%
Installment, home equity, & other	537		9.2	%		349		7.8	%		261		6.9	%
Total	$	45,190	100.0	%		$	42,835	100.0	%		$	16,493	100.0	%

34 First Financial Bancorp 2012 Annual Report

Table 16 • Nonperforming Assets (Covered Assets)
	December 31,
(Dollars in thousands)	2012		2011		2010		2009
Nonaccrual loans	$	11,722	$	11,160	$	19,755	$	16,415
Other real estate owned (OREO)	28,862		44,818		35,257		12,916
Total nonperforming assets	$	40,584	$	55,978	$	55,012	$	29,331
Accruing loans past due 90 days or more	$	31	$	107	$	9	$	1

ASSET QUALITY

Excluding covered assets: Due to the significant difference in the accounting for covered loans and the loss sharing agreements with the FDIC, management believes that asset quality measures excluding covered assets are generally more meaningful. Therefore, management has included asset quality measures that exclude covered loans in tables 11 and 13.

Nonperforming assets consist of nonaccrual loans, TDRs and OREO. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are placed on nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as insufficient collateral value. The accrual of interest income is discontinued and previously accrued but unpaid interest is reversed when a loan is placed in nonaccrual status.

Loans are classified as TDRs when the borrower is experiencing financial difficulties and management grants concessions to the debtor that it would not otherwise consider in order to protect its investment. TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement. OREO represents properties primarily acquired by First Financial through loan defaults by borrowers.

See Table 13 – Nonperforming Assets (Excluding Covered Assets) for a summary of First Financial’s nonaccrual loans, TDRs and OREO.

2012 vs. 2011. Total nonperforming assets increased $0.7 million to $88.4 million at December 31, 2012 from $87.7 million at December 31, 2011, primarily due to a $3.4 million decline in nonaccrual loan balances offset by a $2.9 million increase in TDRs and a $1.2 million increase in OREO.

The decline in nonaccrual loan balances during 2012 relates to resolution strategies, including collections, writedowns, transfers to OREO and charge-offs, as well as some migration to TDRs as a result of loan modifications. The $2.9 million increase in TDRs during 2012 was driven primarily by renewals and term extensions of loans in various stages of resolution. While the overall level of TDRs increased in 2012, the increase related entirely to a $6.9 million increase in accruing TDRs during the year. The level of TDRs on nonaccrual status declined $4.0 million during 2012. The increase in OREO during 2012 was the result of $9.3 million of additions during the year partially offset by the resolution and sale of $5.5 million of commercial and residential real estate property and $2.6 million of valuation write-downs.

First Financial's nonperforming assets at December 31, 2012 were also impacted by $2.3 million of additions as a result of the OCC guidance on TDRs previously discussed as well as a $7.0 million single commercial relationship placed on nonaccrual late in 2012 where the Company believes the total exposure is collateralized substantially in excess of the outstanding loan balance. Absent these items, nonperforming assets decreased $8.6 million or 9.8% when compared to December 31, 2011.

The level of First Financial's nonperforming loans as a percentage of total loans declined to 2.39% at December 31, 2012 from 2.57% at December 31, 2011 as a result of growth in the loan portfolio during 2012. Additionally, the Company continued to experience declines in classified asset balances throughout 2012, decreasing $33.3 million or 20.5% to $129.0 million at December 31, 2012 from $162.4 million at December 31, 2011.

As a result of significant declines in real estate values over the past few years, First Financial actively monitors industry and portfolio-specific credit trends affecting the Company's construction real estate, commercial real estate, residential real estate and home equity loan portfolios. First Financial experienced a $41.5 million or 36.1% decline in construction real estate loan

First Financial Bancorp 2012 Annual Report 35

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

balances during 2012. First Financial continues to restrict real estate construction lending due to excess supply and declining property values in recent years.

First Financial experienced $183.9 million or 14.9% growth in commercial real estate loan balances during 2012. While the commercial real estate sector continues to experience stress as a result of elevated vacancy levels, lower rents and depressed property values, First Financial believes its current underwriting criteria coupled with active credit monitoring of loan relationships provides adequate oversight of the commercial real estate loan portfolio. The type, age, condition and location of commercial real estate properties, as well as any environmental risks associated with the properties, are considered in the underwriting process for both owner-occupied and investment properties. Credit risk is mitigated by limiting total credit exposure to individual borrowers or groups of borrowers and by requiring borrowers to have adequate down payments or cash equity, thereby limiting the loan balance in relation to the market value of the property. First Financial also regularly reviews borrowers' financial performance, makes periodic site visits to financed properties and monitors the factors in the Company's markets that influence real estate collateral values such as rental rates, occupancy trends and capitalization rates. At December 31, 2012, 92.3% of First Financial's commercial real estate loan balances were considered pass-rated credits.

First Financial experienced $30.2 million or 10.5% growth in its residential real estate loan portfolio in 2012. While First Financial continues to sell the majority of residential real estate originations into the secondary market, the Company believes its current underwriting criteria coupled with the monitoring of a number of portfolio metrics including credit scores and loan-to-value ratios provides adequate oversight.

First Financial experienced $8.5 million or 2.4% growth in its home equity lending portfolio in 2012. From an industry perspective, it is likely home equity lending will continue to experience stress as borrowers remain under pressure and property values remain volatile in the current economic environment. However, First Financial's origination practices for home equity lending keep both the credit decision and the documentation under the control of First Financial associates. Additionally, the Company believes its current underwriting criteria coupled with the monitoring of a number of portfolio metrics including credit scores, loan-to-value ratios, line size and usage provides adequate oversight. At December 31, 2012, approximately 94.9% and 84.1% of the outstanding home equity lines had credit line sizes of less than $100,000 and $50,000 respectively, and had an average outstanding balance of approximately $30,000. First Financial maintains a strong pricing discipline for its home equity line product and does not sacrifice credit quality for growth. Approximately 91% and 90% of First Financial’s home equity line originations had credit scores of 700 or better at origination in 2012 and 2011, respectively.  

While economic conditions in the markets in which First Financial operates were improved in 2012, significant challenges to a broad and sustained economic recovery remain, including elevated vacancy rates, lower rents, depressed property values, persistently high unemployment rates and uncertainties regarding U.S. fiscal policies. As a result, management expects credit quality trends could be volatile in future periods until economic conditions exhibit consistent improvement, including sustained declines in unemployment rates, further stabilization of property values, higher levels of business and consumer confidence and a more certain fiscal policy environment. However, management remains cautiously optimistic that gradual improvements in unemployment rates, delinquency rates and loan demand, as well as further stabilization or improvement in property values, will continue and that credit quality trends will improve further in 2013. 

Covered assets: Covered loans accounted for under FASB ASC Topic 310-30 were grouped into pools for purposes of periodically re-estimating the expected cash flows and recognizing impairment or improvement in the loan pools. Accordingly, loans accounted for under FASB ASC Topic 310-30 are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or future period yield adjustments.

2012 vs. 2011. First Financial had $11.7 million of covered nonaccrual loans, excluding loans accounted for under FASB ASC Topic 310-30, and $28.9 million of covered OREO at December 31, 2012. First Financial had $11.2 million of covered nonaccrual loans, excluding loans accounted for under FASB ASC Topic 310-30, and $44.8 million of covered OREO at December 31, 2011. First Financial had covered loans 90 days past due and still accruing, excluding loans accounted for under FASB ASC Topic 310-30, of $0.03 million at December 31, 2012 and $0.1 million at December 31, 2011.

36 First Financial Bancorp 2012 Annual Report

LIQUIDITY

Liquidity management is the process by which First Financial manages the continuing flow of funds necessary to meet its financial commitments on a timely basis and at a reasonable cost. These funding commitments include withdrawals by depositors, credit commitments to borrowers, shareholder dividends, expenses of its operations and capital expenditures. Liquidity is monitored and closely managed by First Financial’s Asset and Liability Committee (ALCO), a group of senior officers from the lending, deposit gathering, finance, risk management and treasury areas. It is ALCO’s responsibility to ensure First Financial has the necessary level of funds available for normal operations as well as maintain a contingency funding policy to ensure that liquidity stress events are quickly identified and management response plans are in place. This is accomplished through the use of policies which establish limits and require measurements to monitor liquidity trends, including modeling and management reporting that identifies the amounts and costs of all available funding sources. These sources are periodically tested for funding availability.

Liquidity is derived primarily from deposit growth, principal and interest payments on loans and investment securities, maturing loans and investment securities, access to wholesale funding sources and collateralized borrowings. First Financial’s most stable source of liability-funded liquidity for both long and short-term needs is deposit growth and retention of the core deposit base. The deposit base is diversified among individuals, partnerships, corporations, public entities and geographic markets. This diversification helps First Financial minimize dependence on large concentrations of wholesale funding sources.

Capital expenditures, such as banking center expansion, remodeling and technology investments, were $25.5 million for 2012, $23.5 million for 2011 and $22.8 million for 2010. First Financial acquired $10.4 million of fixed assets at estimated fair value as part of the 2011 banking center acquisitions. In addition, remodeling is a planned and ongoing process given First Financial’s 124 banking centers. Material commitments for capital expenditures as of December 31, 2012, were $13.0 million. Management believes that sufficient liquidity exists to fund its future capital expenditure commitments.

First Financial had pledged certain eligible residential and farm real estate loans, home equity lines of credit and certain government and agency securities, totaling $1.6 billion as collateral for borrowings to the FHLB as of December 31, 2012. For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB.

From time to time, First Financial utilizes its short-term line of credit and longer-term advances from the FHLB as funding sources. The Company had $502.0 million in short-term borrowings from the FHLB as of December 31, 2012. The Company had no short-term borrowings from the FHLB as of December 31, 2011. Total long-term borrowings from the FHLB were $9.4 million and $11.5 million at December 31, 2012 and 2011, respectively. First Financial's total remaining borrowing capacity from the FHLB at December 31, 2012 was $288.1 million.

The principal source of asset-funded liquidity is marketable investment securities, particularly those of shorter maturities. The market value of investment securities classified as available-for-sale totaled $1.0 billion at December 31, 2012. Securities classified as held-to-maturity that are maturing within a short period of time are also a source of liquidity and totaled $0.5 million at December 31, 2012. In addition, other types of assets such as cash and due from banks and federal funds sold, as well as loans maturing within one year, are sources of liquidity.

At December 31, 2012, in addition to liquidity on hand of $158.8 million, First Financial had unused and available overnight wholesale funding of approximately $2.4 billion, or approximately 37.1% of total assets, to fund loan and deposit activities as well as general corporate requirements.

Certain restrictions exist regarding the ability of First Financial’s subsidiaries to transfer funds to First Financial in the form of cash dividends, loans, other assets or advances. The approval of the subsidiaries’ respective primary federal regulators is required for First Financial’s subsidiaries to pay dividends in excess of regulatory limitations. Dividends paid to First Financial from its subsidiaries totaled $73.8 million, $48.7 million and $60.7 million for the years 2012, 2011 and 2010, respectively. As of December 31, 2012, First Financial’s subsidiaries had retained earnings of $350.3 million of which $29.1 million was available for distribution to First Financial without prior regulatory approval. Additionally, First Financial had $106.2 million in cash as of December 31, 2012, which is approximately two times the Company’s annual base shareholder dividend (currently $0.60 per share) and operating expenses.

During the fourth quarter of 2012, First Financial announced that the board of directors approved a share repurchase plan under which First Financial has the ability to repurchase up to 5,000,000 shares. Under the plan, the Company repurchased 460,500 shares in 2012 at an average price of $14.78. First Financial had no common stock repurchase activity under publicly announced plans in 2011 or 2010. Management is not aware of any other events or regulatory requirements that, if implemented, are likely to have a material effect on First Financial’s liquidity.

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Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Until its prepayment during 2011, First Financial made quarterly interest payments on its junior subordinated debentures owed to its unconsolidated subsidiary trust. The trust preferred securities were redeemed on June 30, 2011 and, therefore, there was no interest expense associated with the junior subordinated debentures for the last six months of 2011 or for all of 2012. Interest expense associated with the junior subordinated debenture was $0.4 million and $1.2 million for the years 2011 and 2010, respectively.

MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, foreign exchange rates and equity prices. The primary source of market risk for First Financial is interest rate risk. Interest rate risk is the risk to earnings and the value of equity arising from changes in market interest rates and arises in the normal course of business to the extent that there is a divergence between the amount of First Financial's interest-earning assets and the amount of interest-bearing liabilities that are prepaid, withdrawn, re-priced or mature in specified periods. First Financial seeks to achieve consistent growth in net interest income and equity while managing volatility arising from shifts in market interest rates. First Financial's board of directors establishes policy limits with respect to interest rate risk. First Financial's ALCO oversees market risk management, monitoring risk measures, limits and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital.

Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective interest rate risk management begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk position given business activities, management objectives, market expectations and ALCO policy limits and guidelines.

Interest rate risk for First Financial's Consolidated Balance Sheets consists of repricing, option and basis risks.  Repricing risk results from differences in the maturity, or repricing, of interest-bearing assets and liabilities.  Option risk in financial instruments arises from embedded options such as loan prepayments, early withdrawal of certificates of deposits and calls on investments and debt instruments that are primarily driven by third party or client behavior.  Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in a narrowing of the net interest margin.  Basis risk is also present in managed rate liabilities, such as interest-bearing checking accounts and savings accounts, where historical pricing relationships to market rates may change due to the level or directional change in market interest rates or competitive pressures.

Table 17 – Market Risk Disclosure projects the principal maturities and yields of First Financial’s interest-bearing financial instruments at December 31, 2012 for the next five years and thereafter, as well as the fair value of the instruments. For loans, securities and liabilities with contractual maturities, the table presents principal cash flows and related weighted-average interest rates by contractual maturities. For investment securities, including MBSs and CMOs, principal cash flows are based on estimated average lives. For loan instruments without contractual maturities, such as credit card loans, principal payments are allocated based on historical trends of payment activity. Maturities for interest-bearing liability accounts with no set maturity are estimated according to historical experience of cash flows and current expectations of client behaviors. For interest rate swaps, the table includes notional amounts and weighted-average interest rates by contractual maturity dates. The variable receiving rates are indexed to the one-month LIBOR or Prime plus a spread.

The interest rate risk position is measured and monitored using income simulation models and economic value of equity (EVE) sensitivity analysis that capture both short-term and long-term interest rate risk exposure. Income simulation involves forecasting net interest income (NII) under a variety of interest rate scenarios including instantaneous shocks. First Financial uses EVE sensitivity analysis to understand the impact of changes in interest rates on long-term cash flows, income and capital.  EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest rate scenarios.  

38 First Financial Bancorp 2012 Annual Report

Presented below is the estimated impact on First Financial’s NII and EVE as of December 31, 2012, assuming immediate, parallel shifts in interest rates:

	% Change from Base Case for  Immediate Parallel Changes in Rates
	-100 BP (1)	+100 BP	+200 BP
NII - Year 1	(6.12)%	(0.21)%	1.13%
NII - Year 2	(7.58)%	3.77%	7.51%
EVE	(16.47)%	0.71%	6.98%

⁽¹⁾ Because certain current interest rates are at or below 1.00%, the 100 basis point downward shock assumes that certain corresponding interest rates approach an implied floor that, in effect, reflects a decrease of less than the full 100 basis point downward shock.

Modeling the sensitivity of NII and EVE to changes in market interest rates is highly dependent on the assumptions incorporated into the modeling process.  These assumptions are periodically reviewed in the context of balance sheet changes, product offerings, external economic factors and anticipated client behavior.  First Financial modified its net interest income base-case scenario by assuming a static balance sheet utilizing market expectations of interest rates in forward periods during the first quarter 2012, whereas previously the Company's base-case scenario incorporated balance sheet growth while utilizing static interest rates. In addition, the Company internally evaluates the impact of yield curve twist scenarios (i.e. flattening, steepening and inversions of the yield curve) on NII and EVE. First Financial's projected results for near-term earnings at risk indicates a risk-neutral position. Long-term EVE modeling indicates the Company has modest asset sensitivity.  First Financial is managing its balance sheet with a near-term bias toward a risk-neutral position given the outlook for future interest rates.

“Asset sensitive position” refers to an increase in interest rates, primarily short-term rates, that is expected to generate higher net interest income as rates earned on our interest-earning assets would reprice upward more quickly or in greater quantities than rates paid on our interest-bearing liabilities would reprice. Conversely, “liability sensitive position” refers to an increase in short-term interest rates that is expected to generate lower net interest income as rates paid on our interest-bearing liabilities would reprice upward more quickly or in greater quantities than rates earned on our interest-earning assets.

The interest rate risk analysis provides a framework as to what First Financial's overall sensitivity is as of the Company's most recent reported position. Management strategies may impact future reporting periods, as actual results may differ from simulated results due to the timing, magnitude and frequency of interest rate changes, the difference between actual experience and the characteristics assumed, as well as changes in portfolio composition and market conditions.  Market based and historical experience prepayment speeds are factored into the analysis for loan and securities portfolios.  Deposit premiums and rate sensitivity for transactional deposit accounts are modeled based on both historical experience and external industry studies. Due to the current low interest rate environment, funding rates on deposit and wholesale funding instruments were not reduced below 0.0% in the down 100 basis point scenario. First Financial continues to refine the assumptions used in its interest rate risk modeling.

First Financial Bancorp 2012 Annual Report 39

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Table 17 • Market Risk Disclosure
																						Fair Value
	Principal Amount Maturing In:																					December 31,
(Dollars in thousands)	2013			2014			2015			2016			2017			Thereafter			Total			2012
Rate sensitive assets
Fixed interest rate loans (1)	$	291,752		$	188,174		$	171,428		$	166,054		$	183,823		$	267,597		$	1,268,828		$	1,280,279
Average interest rate	5.17		%	5.31		%	5.65		%	5.47		%	5.17		%	4.83		%	5.22		%
Variable interest rate loans (1)	504,623			197,172			160,914			174,991			183,938			657,077			1,878,715			1,881,097
Average interest rate	3.95		%	3.75		%	4.66		%	3.75		%	3.51		%	4.08		%	3.97		%
Covered loans	247,485			113,577			61,267			50,242			43,868			186,487			702,926			713,797
Average interest rate (2)	3.27		%	5.59		%	5.78		%	4.94		%	5.59		%	5.54		%	4.80		%
Fixed interest rate securities	22,012			123,730			376,125			330,922			127,976			382,363			1,363,128			1,382,274
Average interest rate	4.64		%	2.26		%	2.15		%	2.12		%	2.14		%	2.71		%	2.35		%
Variable interest rate securities	1,300			33,798			55,074			115,760			69,397			235,886			511,215			499,788
Average interest rate	1.28		%	0.34		%	2.46		%	1.29		%	1.90		%	2.10		%	1.81		%
Other earning assets	24,341			0			0			0			0			0			24,341			24,341
Average interest rate	0.25		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.25		%
FDIC indemnification asset	35,139			55,920			6,447			6,187			5,939			9,975			119,607			106,380
Average interest rate	(5.17		)%	(5.17		)%	(5.17		)%	(5.17		)%	(5.17		)%	(5.17		)%	(5.17		)%
Rate sensitive liabilities
Noninterest-bearing checking	1,102,774			0			0			0			0			0			1,102,774			1,102,774
Savings and interest-bearing checking	278,443			2,505,986			0			0			0			0			2,784,429			2,784,429
Average interest rate	0.10		%	0.10		%	0.00		%	0.00		%	0.00		%	0.00		%	0.10		%
Time deposits	715,266			137,640			96,502			59,175			49,862			10,192			1,068,637			1,072,201
Average interest rate	1.48		%	1.39		%	0.33		%	1.52		%	0.85		%	1.52		%	1.34		%
Fixed interest rate borrowings	566,422			29,249			26,206			1,206			1,206			2,913			627,202			630,941
Average interest rate	0.27		%	3.48		%	3.56		%	3.93		%	3.93		%	3.29		%	0.58		%
Variable interest rate borrowings	72,570			0			0			0			0			0			72,570			72,570
Average interest rate	0.05		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.05		%
Interest Rate Derivatives
Interest rate swaps
Fixed to variable	1,974			915			3,754			4,537			1,035			524			12,739			(2,288		)
Average pay rate (fixed)	6.55		%	6.78		%	6.73		%	6.97		%	6.93		%	6.93		%	6.82		%
Average receive rate (variable)	2.50		%	2.34		%	2.37		%	2.06		%	2.45		%	2.74		%	2.30		%
Variable to fixed	0			0			0			0			0			35,000			35,000			(229		)
Average pay rate (fixed)	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	4.02		%	4.02		%
Average receive rate (variable)	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	3.25		%	3.25		%

(1) Includes loans held for sale, but excludes covered loans.

(2) Represents average contractual interest rates.

OPERATIONAL RISK

As with most companies, First Financial is subject to operational risk in the products and services offered and in every business line. Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls and external influences such as market conditions, fraudulent activities, disasters and security risks. First Financial continuously strives to

40 First Financial Bancorp 2012 Annual Report

strengthen the Company’s system of internal controls, operating processes and employee awareness to assess the impact on earnings and capital and to improve the oversight of operational risk.

COMPLIANCE RISK

Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from the Company’s failure to comply with rules and regulations issued by the various banking agencies and standards of good banking practice. Activities which may expose First Financial to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges resulting from the Company’s expansion of its banking center network and employment and tax matters.

STRATEGIC AND REPUTATION RISK

Strategic risk represents the risk of loss due to failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products and any other event not identified in the defined risk types previously mentioned. Strategic risk focuses on analyzing factors that affect the direction of the institution or improper implementation of decisions.

Reputation risk represents the risk of loss due to impairment of earnings and capital from negative publicity. This affects the ability of First Financial to establish new relationships or services or to continue servicing existing relationships. Reputation risk is recognized by the potential effect that public opinion could have on First Financial's franchise value.

Mitigation of the various risk elements that represent strategic and reputation risk is achieved through initiatives to help First Financial better understand and report on the various risks it faces each day, including those related to the development of new products and business initiatives as well as the growth in social media.

PENSION PLAN

First Financial sponsors a non-contributory defined-benefit pension plan covering substantially all employees. Plan assets are administered by First Financial’s Wealth Management division and primarily consist of equity and debt mutual funds, as well as money market funds. The pension plan does not own any shares of First Financial common stock, directly or through an equity fund.

The significant assumptions used in the valuations and accounting for the pension plan include the discount rate, expected return on plan assets and the rate of compensation increase. The discount rate assumption was determined using published December 31, 2012 corporate bond indices, projected cash flows of the pension plan and comparisons to external industry surveys for reasonableness. The overall expected long-term return on plan assets was based on the composition of plan assets and a consensus of estimates from similarly managed portfolios of expected future returns. The expected return on plan assets was 7.5% for 2012 and 2011. First Financial will continue to monitor the return on plan assets and the investment vehicle used to fund the plan. The assumed rate of compensation increase, 3.5%, is compared to historical increases for plan participants.

In the event that staff reductions and turnover reach certain levels, particularly as a result of First Financial's efficiency plan and/or other associate-related actions, it is possible that the Company could incur pension settlement charges in future periods. Pension settlement charges are an acceleration of previously deferred costs that would have been recognized in future periods and are determined in accordance with FASB ASC Topic 715, Compensation-Retirement Benefits.

Presented below is the estimated impact on First Financial’s projected benefit obligation and pension expense as of December 31, 2012, assuming shifts in the significant assumptions: 

	Discount Rate						Expected Return on Plan Assets					Rate of Compensation Increase
		-100 basis		+100 basis			-100 basis		+100 basis			-100 basis			+100 basis
(Dollars in thousands)		points		points			points		points			points			points
Change in Projected Benefit Obligation		$	10,080	$	(8,034	)	N/A		N/A			$	(1,267	)	$	1,439
Change in Pension Expense		$	567	$	(474	)	$	1,207	$	(1,207	)	$	(297	)	$	348

As a result of the plan's funded status and related actuarial projections in 2012, First Financial recorded pension income in the Consolidated Statements of Income of $0.5 million and $1.3 million, for 2012 and 2011, respectively. First Financial recorded

First Financial Bancorp 2012 Annual Report 41

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

pension expense of $2.0 million for 2010.  First Financial made no cash contributions to fund the pension plan in 2012 or 2011. However, the Company made cash contributions to the plan totaling $60.0 million in 2010. First Financial does not expect to make a cash contribution to its pension plan in 2013. Contributions, if necessary, are required to meet ERISA’s minimum funding standards and the estimated quarterly contribution requirements during this period. 

Table 18 • Contractual Obligations as of December 31, 2012
(Dollars in thousands)	Less than one year		One to three years		Three to five years		More than five years		Total
Contractual Obligations
Long-term debt obligations (including interest)
Federal Home Loan Bank borrowings	$	2,109	$	3,514	$	2,647	$	2,203	$	10,473
National Market Repurchase Agreement	14,507		54,803		0		0		69,310
Capital loan with municipality	0		0		0		775		775
Operating lease obligations	7,491		15,820		8,780		15,605		47,696
Total	$	24,107	$	74,137	$	11,427	$	18,583	$	128,254

CAPITAL

Risk-Based Capital. First Financial and its subsidiary, First Financial Bank, are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action.

Quantitative measures established by regulation to ensure capital adequacy require First Financial to maintain minimum amounts and ratios as defined by the regulations for Total and Tier 1 capital to risk-weighted assets and to average assets. Management believes that, as of December 31, 2012, First Financial met all capital adequacy requirements to which it was subject. At December 31, 2012 and December 31, 2011, regulatory notifications categorized First Financial Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial Bank must maintain minimum Total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth by regulation. There have been no conditions or events since those notifications that management believes has changed the Company’s category.

First Financial’s Tier I capital is comprised of total shareholders’ equity less unrealized gains and losses on investment securities available-for-sale, any amounts recorded within accumulated other comprehensive income (loss) resulting from the application of FASB ASC Topic 715, Compensation – Retirement Benefits, intangible assets and any valuation adjustments related to mortgage servicing rights. Prior to June 30, 2011, First Financial's Tier I capital included junior subordinated debentures which were redeemed on June 30, 2011. Total risk-based capital consists of Tier I capital plus qualifying allowance for loan and lease losses and gross unrealized gains on equity securities.

For purposes of calculating the leverage ratio, average assets represents quarterly average assets less assets not qualifying for Total risk-based capital, including intangible assets and non-qualifying mortgage servicing rights and allowance for loan and lease losses.

First Financial's Tier I and Total capital ratios were negatively impacted by the increase in risk weighted assets during 2012 primarily as a result of declines in lower risk weighted covered assets offset by increases in uncovered loans and the investment securities portfolio. First Financial's Leverage ratio was positively impacted by the decline in average assets in 2012. Contributions to shareholders’ equity from earnings were limited in 2012 and 2011 as a result of the Company's variable dividend payout as discussed below.

First Financial has consistently maintained regulatory capital ratios at or above the level that results in its classification as “well-capitalized.” For further detail on capital ratios, see Note 17 of the Notes to Consolidated Financial Statements.

42 First Financial Bancorp 2012 Annual Report

Table 19 • Capital Adequacy
		December 31,
(Dollars in thousands)		2012			2011
Consolidated capital calculations
	Common stock	$	579,293		$	579,871
	Retained earnings	330,004			331,351
	Accumulated other comprehensive loss	(18,677		)	(21,490		)
	Treasury stock, at cost	(180,195		)	(177,511		)
Total shareholders' equity		710,425			712,221
	Goodwill	(95,050		)	(95,050		)
	Other intangibles	(7,648		)	(10,844		)
Total tangible equity		$	607,727		$	606,327
	Total assets	$	6,497,048		$	6,671,511
	Goodwill	(95,050		)	(95,050		)
	Other intangibles	(7,648		)	(10,844		)
Total tangible assets		$	6,394,350		$	6,565,617
Tier 1 capital		$	637,176		$	636,836
Total capital		$	686,961		$	683,255
Total risk-weighted assets		$	3,904,096		$	3,645,403
Average assets (1)		$	6,219,035		$	6,453,040
Regulatory capital
	Tier 1 ratio	16.32		%	17.47		%
	Total capital ratio	17.60		%	18.74		%
	Leverage ratio	10.25		%	9.87		%
Other capital ratios
	Total shareholders' equity to ending assets	10.93		%	10.68		%
	Total tangible shareholders' equity to ending tangible assets	9.50		%	9.23		%
(1) For purposes of calculating the Leverage ratio, certain intangible assets are excluded from average assets.

Shelf Registrations. On April 28, 2011, First Financial filed a shelf registration on Form S-3 with the Securities and Exchange Commission (SEC). This shelf registration allows First Financial to raise capital from time to time through the sale of various types of securities, subject to approval by the Company's board of directors.

Shareholder Dividends. First Financial’s dividend payout ratio, or total dividends paid divided by net income available to common shareholders, was 101.72%, 67.24% and 39.60% for the years 2012, 2011 and 2010, respectively. The dividend payout ratio is continually reviewed by management and the board of directors for consistency with First Financial’s overall capital planning activities and compliance with applicable regulatory limitations.

In April 2012, First Financial announced that it would increase the regular quarterly cash dividend to common shareholders to $0.15 per common share from the previous $0.12 per common share. Further, the Company announced that future dividend payments are expected to consist of the higher regular dividend and continuation of the previously announced variable dividend through 2013 unless the Company's capital position materially changes or capital deployment opportunities arise. This combined dividend represents a 100% payout of quarterly earnings.

In January 2011, First Financial announced that it would increase the quarterly cash dividend to common shareholders. The quarterly cash dividend was increased to $0.12 per share from the previous $0.10 per share and was consistent with the board

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Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

of directors’ long-term target dividend payout range of between 40% and 60% of normalized earnings available to common shareholders.

In July 2011, First Financial announced that the board of directors authorized a 100% dividend payout ratio consisting of two parts: a regular dividend of $0.12 per share based on the stated payout ratio of 40% to 60% of earnings and a variable dividend that would equal the remainder of the quarterly earnings.

Dividend decisions are evaluated quarterly by the Company's board of directors in the context of numerous factors, and the board will evaluate the regular dividend for increase only when such an increase is sustainable.

Share Repurchases. In October 2012, First Financial's board of directors approved a share repurchase plan under which the Company has the ability to repurchase up to 5,000,000 common shares. Under the plan, the Company expects to repurchase approximately 1,000,000 common shares annually beginning in the fourth quarter 2012. This annual target will be subject to market conditions and quarterly evaluation by the board as well as balance sheet composition and growth. The share repurchase plan is not expected to impact the variable dividend and as a result the return of capital to shareholders is expected to exceed 100% of earnings through 2013. Subsequent to the expiration of the variable dividend, the Company expects to return to shareholders a target range of 60% - 80% of earnings through a combination of its regular dividend and share repurchases while still maintaining capital ratios that exceed internal target thresholds, current regulatory capital requirements and proposed capital requirements under the Basel Committee on Banking Supervision's final framework for strengthening international capital and liquidity regulation released in December 2010 (Basel III). The Company repurchased 460,500 shares under this plan during 2012. At December 31, 2012, 4,539,500 shares remained available for purchase under this repurchase plan.

On January 25, 2000, the board of directors authorized First Financial to repurchase the number of common shares necessary to satisfy any restricted stock awards or stock options that were granted from time to time under the 1999 Stock Incentive Option Plan for Officers and Employees and the 1999 Stock Option Plan for Non-Employee Directors. In 2007, the plan was amended to allow for the purchase of shares for general corporate purposes. Under this plan, First Financial repurchased 1,612,285 shares in 2007, 276,000 shares in 2001, and 650,110 shares in 2000. The repurchase plan approved by the board of directors in 2000, and amended in 2007, was terminated with the approval of the share repurchase plan announced in October 2012 discussed above.

Shareholders Equity. Total shareholders’ equity at December 31, 2012 was $710.4 million compared to total shareholders’ equity at December 31, 2011 of $712.2 million.

For further detail, see the Consolidated Statements of Changes in Shareholders’ Equity.

CRITICAL ACCOUNTING POLICIES

First Financial’s Consolidated Financial Statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 of the Notes to Consolidated Financial Statements. These policies require the reliance on estimates and assumptions. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on First Financial’s future financial condition and results of operations. In management’s opinion, some of these areas have a more significant impact than others on First Financial’s financial reporting. For First Financial, these areas currently include accounting for the allowance for loan and lease losses, covered loans, FDIC indemnification asset, goodwill, pension and income taxes.

Allowance for loan and lease losses, excluding covered loans. First Financial maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on periodic evaluations of the loan portfolio and other factors. These evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change, including, among others:

• probability of default;

• loss given default;

• exposure at date of default;

• amounts and timing of expected future cash flows on impaired loans;

• value of collateral;

• historical loss exposure; and

• the effects of changes in economic conditions that may not be reflected in historical results.

44 First Financial Bancorp 2012 Annual Report

To the extent actual outcomes differ from management’s estimates, additional provision for credit losses may be required that would impact First Financial’s operating results. The Credit Risk section of this annual report provides management’s analysis of the allowance for loan and lease losses.

Covered loans. Loans acquired in FDIC-assisted transactions are covered under loss sharing agreements. Covered loans were recorded at fair value at acquisition. First Financial evaluates purchased loans for impairment in accordance with the provisions of FASB ASC Topic 310-30. First Financial accounts for covered loans under FASB ASC Topic 310-30 except for loans with revolving privileges, which are outside the scope of this guidance, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method.

The initial fair values of covered loans, as well as the periodic re-valuation of covered loans accounted for under FASB ASC Topic 310-30, are based on a discounted cash flow methodology that considers various factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan is amortizing, and a discount rate reflecting the Company’s assessment of risk inherent in the cash flow estimates. For purposes of estimating the values of covered loans, the loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. Generally the determination of the initial fair value of the loans resulted in a significant write-down in the value of the loans, which was assigned to an accretable or nonaccretable balance, with the accretable balance being recognized as interest income over the expected life of the loan. The nonaccretable portion of the write-down in the value of the loans represents expected credit impairment on the loans and is only recognized in income if the payments on the loan exceed the recorded fair value of the loan.

The periodic re-valuation of covered loans accounted for under FASB ASC Topic 310-30 includes estimating expected cash flows based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. Any decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense on a discounted basis during the period. Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change, including, among others:

• probability of default;

• loss given default;

• exposure at date of default;

• amounts and timing of expected future cash flows on impaired loans;

• value of collateral;

• historical loss exposure; and

• the effects of changes in economic conditions that may not be reflected in historical results.

To the extent actual outcomes differ from management’s estimates, additional provision for credit losses on covered loans may be required that would impact First Financial’s operating results, net of the related reimbursements due under loss sharing agreements recorded as FDIC loss sharing income. The Credit Risk section of this annual report provides management’s analysis of the allowance for loan and lease losses on covered loans.

Allowance for loan and lease losses, covered loans. First Financial maintains an allowance for loan and lease losses on covered loans. For loans accounted for under FASB ASC Topic 310-30, expected cash flows are re-estimated periodically with any decline in expected cash flows recorded as provision expense on a discounted basis during the period. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The related, estimated reimbursement on covered loan losses due from the FDIC under loss sharing agreements is recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset.

FDIC indemnification asset. FDIC indemnification assets result from the loss share agreements in the FDIC-assisted transactions and are measured separately from the related covered assets as they are not contractually embedded in those assets and are not transferable should First Financial choose to dispose of the covered assets. The FDIC indemnification assets represent the estimated fair value of expected reimbursements from the FDIC for losses on covered assets. Pursuant to the terms of the loss sharing agreements, covered assets are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds and 95% of losses in excess of these amounts. FDIC indemnification assets were recorded at their estimated fair values at the time of the FDIC-assisted transaction. Fair values were estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for

First Financial Bancorp 2012 Annual Report 45

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

losses and the applicable loss sharing percentages. These cash flows are discounted to reflect the uncertainty of the timing of the loss sharing reimbursement from the FDIC.

The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows and are reflected as a downward yield adjustment on the indemnification assets.  Declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows and are reflected as both FDIC loss sharing income and an increase to the indemnification asset.

Reimbursement requests are submitted to the FDIC on a monthly basis for single family residential covered loans and on a quarterly basis for all other covered loans. As of December 31, 2012, the reimbursement claims submitted by First Financial to the FDIC had been reimbursed on a timely basis.

Goodwill. Goodwill arising from business acquisitions represents the value attributable to unidentifiable intangible elements in the business acquired. FASB ASC Topic 350, Intangibles – Goodwill and Other, requires goodwill to be tested for impairment on an annual basis and more frequently in certain circumstances. At least annually, First Financial reviews goodwill for impairment using both income and asset-based approaches. The income-based approach utilizes a multiple of earnings method in which First Financial’s annualized earnings are compared to equity to provide an implied book value-to-earnings multiple. First Financial then compares the implied multiple to current marketplace earnings multiples for which banks are being traded. An implied multiple less than current marketplace earnings multiples is an indication of possible goodwill impairment. The asset-based approach uses the discounted cash flows of First Financial’s assets and liabilities, inclusive of goodwill, to determine an implied fair value. This input is used to calculate the fair value of the Company, including goodwill, and is compared to the Company’s book value. An implied fair value that exceeds the Company’s book value is an indication that goodwill is not impaired. If First Financial’s book value exceeds the implied fair value, an impairment loss equal to the excess amount would be recognized. Based on First Financial’s 2012 analysis, no impairment charges were required.

Pension. First Financial sponsors a non-contributory defined-benefit pension plan covering substantially all employees. Accounting for the pension plan involves material estimates regarding future plan obligations and investment returns on plan assets. Significant assumptions used in the pension plan include the discount rate, expected return on plan assets and the rate of compensation increase. First Financial determines the discount rate assumption using published corporate bond indices, projected cash flows of the pension plan and comparisons to external industry surveys for reasonableness. The expected long-term return on plan assets is based on the composition of plan assets and a consensus of estimates of expected future returns from similarly managed portfolios while the rate of compensation increase is compared to historical increases for plan participants. Changes in these assumptions can have a material impact on the amount of First Financial’s future pension obligations, on the funded status of the plan and can impact First Financial’s operating results.

Income Taxes. First Financial evaluates and assesses the relative risks and appropriate tax treatment of transactions after considering statutes, regulations, judicial precedent and other information, and maintains tax accruals consistent with its evaluation of these relative risks. Changes to the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations being conducted by taxing authorities and changes to statutory, judicial and regulatory guidance that impact the relative risks of tax positions. These changes, when they occur, can affect deferred taxes and accrued taxes as well as the current period’s income tax expense and can be material to the Company's operating results.

First Financial regularly reviews its tax positions and establishes reserves for income tax-related uncertainties based on estimates of whether it is more likely than not that the tax uncertainty would be sustained upon challenge by the appropriate tax authorities which would then result in additional taxes, penalties and interest due.  These evaluations are inherently subjective as they require material estimates and may be susceptible to significant change.  Provisions for tax reserves, if any, are included in income tax expense in the Consolidated Financial Statements.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the ''Act''). In addition, certain statements in future filings by First Financial with the SEC, in press releases, and in oral and written statements made by or with the approval of First Financial which are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to, projections of revenues, income or loss, earnings or

46 First Financial Bancorp 2012 Annual Report

loss per share, the payment or non-payment of dividends, capital structure and other financial items, statements of plans and objectives of First Financial or its management or board of directors and statements of future economic performances and statements of assumptions underlying such statements. Words such as ''believes,'' ''anticipates,'' “likely,” “expected,” ''intends,'' and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Management's analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks 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;

▪ U.S. fiscal debt and budget matters;

▪ 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, 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 increased payments from FDIC insurance funds as a result of depository institution failures;

▪ the effect of and changes in policies and laws or regulatory agencies (notably the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act);

▪ the effect of the current low interest rate environment or changes in interest rates on our net interest margin and our loan originations and securities holdings;

▪ our ability to keep up with technological changes;

▪ failure or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers;

▪ our ability to comply with the terms of loss sharing agreements with the FDIC;

▪ mergers and acquisitions, including costs or difficulties related to the integration of acquired companies and the wind-down of non-strategic operations that may be greater than expected, such as the risks and uncertainties associated with the Irwin Mortgage Corporation bankruptcy proceedings and other acquired subsidiaries;

▪ 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 creditworthiness of our borrowers and lessees, collateral values, the value of investment securities and asset recovery values, including the value of the FDIC indemnification asset and related assets covered by FDIC loss sharing agreements;

▪ adverse changes in the securities, debt and/or derivatives 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 (Federal Reserve) and the U.S. government and other governmental initiatives affecting the financial services industry;

▪ unpredictable natural or other disasters could have an adverse effect on us in that such events could materially disrupt our operations or our vendors' operations or willingness of our customers to access the financial services we offer;

▪ our ability to manage loan delinquency and charge-off rates and changes in estimation of the adequacy of the allowance for loan and lease losses; and

▪ the costs and effects of litigation and of unexpected or adverse outcomes in such litigation.

Such forward-looking statements are meaningful only on the date when such statements are made, and First Financial undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such a statement is made to reflect the occurrence of unanticipated events.

First Financial Bancorp 2012 Annual Report 47

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

These and other risk factors are more fully described in First Financial's Annual Report on Form 10-K for the year ended December 31, 2012 under the section entitled “Item 1A. Risk Factors” and from time to time, in other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed in or implied by any forward-looking statements. Except to the extent required by applicable law or regulation, First Financial undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

48 First Financial Bancorp 2012 Annual Report

Statistical Information
	2012							2011							2010
(Dollars in thousands)	Average Balance			Interest		Average Yield		Average Balance			Interest		Average Yield		Average Balance			Interest		Average Yield
Earning assets
Loans (1), (4)
Commercial (2)	$	827,205		$	41,628	5.03	%	$	811,474		$	44,003	5.42	%	$	751,459		$	37,565	5.00	%
Real estate-construction	97,278			3,830		3.94	%	143,751			5,374		3.74	%	198,395			7,621		3.84	%
Real estate-commercial	1,303,155			60,963		4.68	%	1,155,209			59,905		5.19	%	1,120,646			64,015		5.71	%
Real estate-residential	315,651			13,658		4.33	%	283,346			13,389		4.73	%	307,227			15,265		4.97	%
Installment and other consumer	457,120			21,824		4.77	%	443,054			21,087		4.76	%	438,742			21,413		4.88	%
Lease financing (2)	29,899			1,420		4.75	%	10,536			628		5.96	%	72			3		4.17	%
Total loans, excluding covered loans	3,030,308			143,323		4.73	%	2,847,370			144,386		5.07	%	2,816,541			145,882		5.18	%
Covered loans and indemnification asset	1,050,114			99,755		9.50	%	1,443,365			134,861		9.34	%	1,968,896			173,733		8.82	%
Investment securities (3)
Taxable	1,657,183			37,664		2.27	%	1,134,780			28,239		2.49	%	642,831			21,748		3.38	%
Tax-exempt (2)	25,638			1,132		4.42	%	14,992			1,180		7.87	%	19,513			1,437		7.36	%
Total investment securities (3)	1,682,821			38,796		2.31	%	1,149,772			29,419		2.56	%	662,344			23,185		3.50	%
Interest-bearing deposits with other banks	36,674			111		0.30	%	361,591			1,130		0.31	%	459,618			1,568		0.34	%
Total earning assets	5,799,917			281,985		4.86	%	5,802,098			309,796		5.34	%	5,907,399			344,368		5.83	%
Nonearning assets
Allowance for loan and lease losses	(100,089		)					(97,826		)					(64,694		)
Cash and due from banks	120,492							115,692							228,539
Accrued interest and other assets	497,861							464,997							414,388
Total assets	$	6,318,181						$	6,284,961						$	6,485,632
Interest-bearing liabilities
Deposits
Interest-bearing demand	$	1,196,764		1,506		0.13	%	$	1,191,064		2,954		0.25	%	$	1,076,403		4,307		0.40	%
Savings	1,630,426			2,006		0.12	%	1,624,840			5,806		0.36	%	1,391,066			8,329		0.60	%
Time	1,341,985			21,113		1.57	%	1,642,108			32,021		1.95	%	2,032,719			45,700		2.25	%
Total interest-bearing deposits	4,169,175			24,625		0.59	%	4,458,012			40,781		0.91	%	4,500,188			58,336		1.30	%
Borrowed funds
Short-term borrowings	198,275			262		0.13	%	96,060			163		0.17	%	47,536			94		0.20	%
Long-term debt	75,523			2,702		3.58	%	98,185			3,586		3.65	%	299,202			8,341		2.79	%
Other long-term debt	0			0		N/M		10,169			391		3.85	%	20,620			1,221		5.92	%
Total borrowed funds	273,798			2,964		1.08	%	204,414			4,140		2.03	%	367,358			9,656		2.63	%
Total interest-bearing liabilities	4,442,973			27,589		0.62	%	4,662,426			44,921		0.96	%	4,867,546			67,992		1.40	%
Noninterest-bearing liabilities
Noninterest-bearing demand deposits	1,035,319							766,366							744,159
Other liabilities	126,172							143,917							190,940
Shareholders' equity	713,717							712,252							682,987
Total liabilities and shareholders' equity	$	6,318,181						$	6,284,961						$	6,485,632
Net interest income and interest rate spread (fully tax equivalent)				$	254,396	4.24	%				$	264,875	4.38	%				$	276,376	4.43	%
Net interest margin (fully tax equivalent)						4.39	%						4.57	%						4.68	%
Interest income and yield				$	280,930	4.84	%				$	308,817	5.32	%				$	343,502	5.81	%
Interest expense and rate				27,589		0.62	%				44,921		0.96	%				67,992		1.40	%
Net interest income and spread				$	253,341	4.22	%				$	263,896	4.36	%				$	275,510	4.41	%
Net interest margin						4.37	%						4.55	%						4.66	%
(1) Nonaccrual loans are included in average loan balance and loan fees are included in interest income.
(2) Interest income on tax-exempt investments and on certain tax-exempt loans and leases has been adjusted to a tax equivalent basis using a 35.00% tax rate.
(3) Includes investment securities held-to-maturity, investment securities available-for-sale, investment securities trading and other investments.
(4) Includes loans held-for-sale.
N/M=Not meaningful

First Financial Bancorp 2012 Annual Report 49

Management’s Report On Internal Control Over Financial Reporting

First Financial’s management is responsible for establishing and maintaining adequate internal control over financial reporting. First Financial’s internal control over financial reporting is a process designed under the supervision of First Financial’s chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. As of December 31, 2012, First Financial’s management, including the chief executive officer and the chief financial officer, evaluated the effectiveness of First Financial’s internal controls over financial reporting, using as its framework for that evaluation the Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon that evaluation, management believes that First Financial’s internal control over financial reporting is effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on First Financial’s internal control over financial reporting as of December 31, 2012. The report, which expresses an unqualified opinion on First Financial’s internal control over financial reporting as of December 31, 2012, is included in the information that follows under the heading “Report on Internal Control Over Financial Reporting.”

/s/ Claude E. Davis	/s/ Anthony M. Stollings
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer
February 25, 2013	February 25, 2013

50 First Financial Bancorp 2012 Annual Report

Report of Independent Registered Public Accounting Firm

Report On Internal Control Over Financial Reporting

The Board of Directors and Shareholders of First Financial Bancorp

We have audited First Financial Bancorp’s Internal Control Over Financial Reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). First Financial Bancorp’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, First Financial Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of First Financial Bancorp as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012 of First Financial Bancorp and our report dated February 25, 2013 expressed an unqualified opinion thereon.

Cincinnati, Ohio

February 25, 2013

Report Of Independent Registered Public Accounting Firm

Report On Consolidated Financial Statements

The Board of Directors and Shareholders of First Financial Bancorp

We have audited the accompanying consolidated balance sheets of First Financial Bancorp as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Financial Bancorp at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), First Financial Bancorp’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2013 expressed an unqualified opinion thereon.

Cincinnati, Ohio

February 25, 2013

First Financial Bancorp 2012 Annual Report 51

Consolidated Balance Sheets

	December 31,
(Dollars in thousands)	2012			2011
Assets
Cash and due from banks	$	134,502		$	149,653
Interest-bearing deposits with other banks	24,341			375,398
Investment securities available-for-sale, at market value (cost $1,017,104 at December 31, 2012 and $1,421,490 at December 31, 2011)	1,032,096			1,441,846
Investment securities held-to-maturity (market value $778,474 at December 31, 2012 and $2,893 at December 31, 2011)	770,755			2,664
Other investments	71,492			71,492
Loans held for sale	16,256			24,834
Loans:
Commercial	861,033			856,981
Real estate-construction	73,517			114,974
Real estate-commercial	1,417,008			1,233,067
Real estate-residential	318,210			287,980
Installment	56,810			67,543
Home equity	367,500			358,960
Credit card	34,198			31,631
Lease financing	50,788			17,311
Total loans, excluding covered loans	3,179,064			2,968,447
Less:  Allowance for loan and lease losses - uncovered	47,777			52,576
Net loans - excluding covered loans	3,131,287			2,915,871
Covered loans	748,116			1,053,244
Less:  Allowance for loan and lease losses - covered	45,190			42,835
Net loans – covered	702,926			1,010,409
Total net loans	3,834,213			3,926,280
Premises and equipment	146,716			138,096
Goodwill	95,050			95,050
Other intangibles	7,648			10,844
FDIC indemnification asset	119,607			173,009
Accrued interest and other assets	244,372			262,345
Total assets	$	6,497,048		$	6,671,511
Liabilities
Deposits:
Interest-bearing demand	$	1,160,815		$	1,317,339
Savings	1,623,614			1,724,659
Time	1,068,637			1,654,662
Total interest-bearing deposits	3,853,066			4,696,660
Noninterest-bearing	1,102,774			946,180
Total deposits	4,955,840			5,642,840
Federal funds purchased and securities sold under agreements to repurchase	122,570			99,431
Federal Home Loan Bank short-term borrowings	502,000			0
Total short-term borrowings	624,570			99,431
Long-term debt	75,202			76,544
Total borrowed funds	699,772			175,975
Accrued interest and other liabilities	131,011			140,475
Total liabilities	5,786,623			5,959,290
Shareholders' equity
Common stock - no par value
Authorized - 160,000,000 shares Issued - 68,730,731 shares in 2012 and 2011	579,293			579,871
Retained earnings	330,004			331,351
Accumulated other comprehensive loss	(18,677		)	(21,490		)
Treasury stock, at cost, 10,684,496 shares in 2012 and 10,463,677 shares in 2011	(180,195		)	(177,511		)
Total shareholders' equity	710,425			712,221
Total liabilities and shareholders' equity	$	6,497,048		$	6,671,511

See notes to Consolidated Financial Statements.

52 First Financial Bancorp 2012 Annual Report

Consolidated Statements of Income

	Years ended December 31,
(Dollars in thousands except per share data)	2012			2011			2010
Interest income
Loans, including fees	$	249,751		$	285,689		$	306,075
Investment securities
Taxable	37,664			28,239			21,748
Tax-exempt	736			767			934
Total investment securities interest	38,400			29,006			22,682
Other earning assets	(7,221		)	(5,878		)	14,745
Total interest income	280,930			308,817			343,502
Interest expense
Deposits	24,625			40,781			58,336
Short-term borrowings	262			163			94
Long-term borrowings	2,702			3,586			8,341
Subordinated debentures and capital securities	0			391			1,221
Total interest expense	27,589			44,921			67,992
Net interest income	253,341			263,896			275,510
Provision for loan and lease losses - uncovered	19,117			19,210			33,564
Provision for loan and lease losses - covered	30,903			64,081			63,144
Net interest income after provision for loan and lease losses	203,321			180,605			178,802
Noninterest income
Service charges on deposit accounts	21,215			19,206			22,188
Trust and wealth management fees	13,951			14,340			13,862
Bankcard income	10,028			9,291			8,518
Net gains from sales of loans	4,570			4,258			4,632
Gains on sales of investment securities	3,628			2,541			0
FDIC loss sharing income	35,346			60,888			51,844
Accelerated discount on covered loans	13,662			20,521			29,067
Loss on preferred securities	0			0			(30		)
Other	20,021			11,486			16,750
Total noninterest income	122,421			142,531			146,831
Noninterest expenses
Salaries and employee benefits	113,154			106,914			117,363
Net occupancy	20,682			21,410			22,555
Furniture and equipment	9,190			9,945			10,299
Data processing	8,837			5,716			5,152
Marketing	5,550			5,794			5,357
Communication	3,409			3,203			3,908
Professional services	7,269			9,636			9,169
Debt extinguishment	0			0			8,029
State intangible tax	3,899			3,583			4,843
FDIC assessments	4,682			5,676			8,312
Loss-other real estate owned	3,250			3,971			1,163
Loss-covered other real estate owned	2,446			9,224			916
Loss sharing expense	10,725			3,600			615
Other	28,904			29,425			35,999
Total noninterest expenses	221,997			218,097			233,680
Income before income taxes	103,745			105,039			91,953
Income tax expense	36,442			38,300			32,702
Net income	67,303			66,739			59,251
Dividends on preferred stock	0			0			1,865
Income available to common shareholders	$	67,303		$	66,739		$	57,386
Earnings per common share
Basic	$	1.16		$	1.16		$	1.01
Diluted	$	1.14		$	1.14		$	0.99
Average common shares outstanding-basic	57,876,685			57,691,979			56,969,491
Average common shares outstanding-diluted	58,868,792			58,693,205			57,993,078

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2012 Annual Report 53

Consolidated Statements of Comprehensive Income

	Years ended December 31,
(Dollars in thousands except per share data)	2012			2011			2010
Net income	$	67,303		$	66,739		$	59,251
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment securities arising during the period	133			3,605			(1,160		)
Change in retirement obligation	2,798			(12,854		)	479
Unrealized (loss) gain on derivatives	(143		)	391			(1,322		)
Unrealized gain (loss) on foreign currency exchange	25			(588		)	446
Other comprehensive income (loss)	2,813			(9,446		)	(1,557		)
Comprehensive income	$	70,116		$	57,293		$	57,694

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2012 Annual Report 54

Consolidated Statements of Changes in Shareholders' Equity

	Preferred Stock		Preferred Stock			Common Stock	Common Stock			Retained			Accumulated other comprehensive			Treasury stock
(Dollars in thousands, except share amounts)	Shares		Amount			Shares	Amount			earnings			income (loss)			Shares		Amount			Total
Balances at January 1, 2010	80,000		$	79,195		62,358,614	$	490,532		$	276,119		$	(10,487	)	(10,924.793	)	$	(185,401	)	$	649,958
Net income										59,251											59,251
Other comprehensive loss													(1,557		)						(1,557		)
Issuance of common stock						6,372,117	91,224														91,224
Preferred stock-CPP payoff	(80,000	)	(79,235		)																(79,235		)
Cash dividends declared:
Common stock at $0.40 per share										(23,194		)									(23,194		)
Preferred stock										(1,100		)									(1,100		)
Discount on preferred stock			40							(805		)									(765		)
Excess tax benefit on share-based compensation							535														535
Exercise of stock options, net of shares purchased							(1,692		)							88,794		1,506			(186		)
Restricted stock awards, net of forfeitures							(3,586		)							170,245		2,965			(621		)
Share-based compensation expense							3,084														3,084
Balances at December 31, 2010	0		0			68,730,731	580,097			310,271			(12,044		)	(10,665,754	)	(180,930		)	697,394
Net income										66,739											66,739
Other comprehensive loss													(9,446		)						(9,446		)
Cash dividends declared:
Common stock at $0.78 per share										(45,659		)									(45,659		)
Excess tax benefit on share-based compensation							259														259
Exercise of stock options, net of shares purchased							(485		)							23,492		398			(87		)
Restricted stock awards, net of forfeitures							(3,935		)							178,585		3,021			(914		)
Share-based compensation expense							3,935														3,935
Balances at December 31, 2011	0		0			68,730,731	579,871			331,351			(21,490		)	(10,463,677	)	(177,511		)	712,221
Net income										67,303											67,303
Other comprehensive income													2,813								2,813
Cash dividends declared:
Common stock at $1.18 per share										(68,650		)									(68,650		)
Purchase of common stock																(460,500	)	(6,806		)	(6,806		)
Excess tax benefit on share-based compensation							438														438
Exercise of stock options, net of shares purchased							(1,280		)							75,232		1,276			(4		)
Restricted stock awards, net of forfeitures							(3,922		)							164,449		2,846			(1,076		)
Share-based compensation expense							4,186														4,186
Balances at December 31, 2012	0		$	0		68,730,731	$	579,293		$	330,004		$	(18,677	)	(10,684,496	)	$	(180,195	)	$	710,425

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2012 Annual Report 55

Consolidated Statements of Cash Flows

	Year ended December 31,
(Dollars in thousands)	2012			2011			2010
Operating activities
Net income	$	67,303		$	66,739		$	59,251
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	50,020			83,291			96,708
Depreciation and amortization	15,833			11,951			10,978
Stock-based compensation expense	4,186			3,935			3,084
Pension (income) expense	(481		)	(1,349		)	2,011
Net amortization of premiums/accretion of discounts on investment securities	12,171			5,224			998
Gains on sales of investments securities	(3,628		)	(2,541		)	0
Loss on trading securities	0			0			30
Originations of loans held for sale	(223,075		)	(157,825		)	(166,333		)
Net gains from sales of loans held for sale	(4,570		)	(4,258		)	(4,632		)
Proceeds from sales of loans held for sale	232,523			166,541			146,029
Deferred income taxes	(14,085		)	(14,463		)	(11,460		)
Decrease (increase) in interest receivable	3,267			(1,438		)	8,584
Decrease (increase) in cash surrender value of life insurance	1,422			(805		)	(3,819		)
Decrease in prepaid expenses	5,321			6,230			4,832
Decrease in indemnification asset	53,402			49,639			64,759
Increase (decrease) in accrued expenses	3,374			(17,422		)	7,828
(Decrease) increase in interest payable	(1,686		)	(1,853		)	757
Contribution to pension plan	0			0			(60,000		)
Other	10,537			11,482			25,410
Net cash provided by operating activities	211,834			203,078			185,015
Investing activities
Proceeds from sales of investment securities available-for-sale	240,316			165,153			0
Proceeds from calls, paydowns and maturities of securities available-for-sale	269,236			342,973			168,385
Purchases of securities available-for-sale	(1,022,772		)	(1,027,754		)	(618,978		)
Proceeds from calls, paydowns and maturities of securities held-to-maturity	154,071			12,002			1,288
Purchases of securities held-to-maturity	(7,521		)	0			(577		)
Net decrease (increase) in interest-bearing deposits with other banks	351,057			(198,446		)	85,065
Net (increase) decrease in loans and leases, excluding covered loans	(240,113		)	(53,946		)	24,746
Net decrease in covered assets	255,905			340,877			374,532
Proceeds from disposal of other real estate owned	35,357			40,994			14,168
Purchases of premises and equipment	(25,502		)	(23,541		)	(22,789		)
Net cash acquired from acquisition	0			620,640			0
Net cash provided by investing activities	10,034			218,952			25,840
Financing activities
Net decrease in total deposits	(687,000		)	(310,029		)	(204,391		)
Net increase in short-term borrowings	525,139			39,589			22,412
Payments on long-term borrowings	(1,313		)	(52,308		)	(255,486		)
Redemption of other long-term debt	0			(20,620		)	0
Cash dividends paid on common stock	(67,797		)	(35,312		)	(22,490		)
Cash dividends paid on preferred stock	0			0			(1,100		)
Redemption of preferred stock	0			0			(80,000		)
Issuance of common stock, net of issuance costs	0			0			91,224
Treasury stock purchase	(6,806		)	0			0
Proceeds from exercise of stock options	320			63			272
Excess tax benefit on share-based compensation	438			259			535
Net cash used in financing activities	(237,019		)	(378,358		)	(449,024		)
Cash and Due from Banks:
Net (decrease) increase in Cash and Due from Banks	(15,151		)	43,672			(238,169		)
Cash and Due from Banks at beginning of year	149,653			105,981			344,150
Cash and Due from Banks at end of year	$	134,502		$	149,653		$	105,981

56 First Financial Bancorp 2012 Annual Report

Consolidated Statements of Cash Flows (continued)

Supplemental disclosures
Interest paid	$	29,276	$	46,774	$	67,235
Income taxes paid	$	54,685	$	60,438	$	45,665
Acquisition of other real estate owned through foreclosure	$	29,956	$	53,865	$	50,714
Issuance of restricted stock awards	$	4,943	$	4,188	$	4,719
Supplemental schedule for investing activities
Acquisitions
Assets acquired - banking center acquisitions	$	0	$	765,125	$	0
Liabilities assumed - banking center acquisitions	0		808,355		0
Goodwill	$	0	$	43,230	$	0

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2012 Annual Report 57

Notes To Consolidated Financial Statements

1. Summary Of Significant Accounting Policies

Basis of presentation. The Consolidated Financial Statements of First Financial Bancorp. (First Financial or the Company), a bank holding company, principally serving Ohio, Indiana and Kentucky, include the accounts and operations of First Financial and its wholly owned subsidiary, First Financial Bank, N.A. (First Financial Bank or the Bank). All significant intercompany transactions and accounts have been eliminated in consolidation. Certain reclassifications of prior years' amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

Use of estimates. The preparation of Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Actual realized amounts could differ materially from those estimates.

Investment securities. First Financial classifies debt and equity securities into three categories: trading, held-to-maturity and available-for-sale.

Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as of each balance sheet date. Investment securities are classified as held-to-maturity when First Financial has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost.

Investment securities classified as trading are held principally for resale in the near term and are recorded at fair value. Gains or losses, either unrealized or realized, are reported in noninterest income. Quoted market prices are used to determine the fair value of trading securities.

Investment securities not classified as either held-to-maturity or trading are classified as available-for-sale. Available-for-sale securities are recorded at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income (loss) in shareholders' equity.

The amortized cost of investment securities classified as either held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is considered an adjustment to the yield on the security and included in interest income from investments. Interest and dividends are included in interest income from investment securities.

Realized gains and losses are based on amortized cost of the security sold using the specific identification method. Available-for-sale and held-to-maturity securities are reviewed quarterly for potential impairment in fair value. In performing this review, management considers the length of time and extent to which the security’s fair value has been less than amortized cost, the financial condition and near-term prospects of the issuer and the ability and intent of First Financial to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the fair value of a security is less than the amortized cost and the impairment is determined to be other-than-temporary, the security is written down, establishing a new and reduced cost basis. The related charge is recorded in the Consolidated Statements of Income.

Other investments include holdings in Federal Reserve Bank (FRB) stock and Federal Home Loan Bank (FHLB) stock. FRB and FHLB stock are both carried at cost.

Loans held for sale. Loans held for sale may come from two sources: residential real estate loans newly originated for the purpose of sale to third parties and in certain circumstances, previously originated loans that have been specifically identified by management for sale based on predetermined criteria. Loans originated for sale are placed immediately into that category upon origination and are considered to be at fair market value due to the commitment to sell in a short timeframe. Loans transferred to held for sale status are carried at the lower of cost or fair value with any difference charged to the allowance for loan and lease losses. Any subsequent change in carrying value of transferred loans, not to exceed original cost, is recorded in the Consolidated Statements of Income.

Loans and leases, excluding covered loans. Loans and leases for which First Financial has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are classified in the Consolidated Balance Sheets as loans and leases. Except for loans which are subject to fair value requirements, loans and leases are carried at the principal amount outstanding, net of unamortized deferred loan origination fees and costs and net of unearned income. Loan origination and commitment fees

58 First Financial Bancorp 2012 Annual Report

received, as well as certain direct loan origination costs paid, are deferred, and the net amount is amortized as an adjustment to the related loan's yield. Interest income is recorded on an accrual basis. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed in nonaccrual status. Any payments received while a loan is in nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Allowance for loan and lease losses, excluding covered loans. For each reporting period, management maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, is deemed to be uncollectible.

Management's determination of the adequacy of the allowance is based on an assessment of the probable loan and lease losses inherent in the portfolio given the conditions at the time. The allowance is increased by provisions charged to expense and decreased by actual charge-offs, net of recoveries of amounts previously charged-off. Loans are charged off when management believes that the collection of the principal amount owed in full, either through payments from the borrower or from the liquidation of collateral, is unlikely.

In the commercial portfolio, which includes time and demand notes, tax-exempt loans and commercial real estate loans, non-homogeneous loan relationships greater than $250,000 that are considered impaired or designated as a troubled debt restructuring (TDR) are evaluated to determine the need for a specific allowance based on the borrower's overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral.

The allowance for non-impaired commercial loans and impaired commercial loan relationships less than $250,000 includes a process of estimating the probable losses inherent in the portfolio by category, based on First Financial's internal system of credit risk ratings and historical loss data. These estimates may also be adjusted for management's estimate of probable losses on specific loan types dependent upon trends in the values of the underlying collateral, delinquent and nonaccrual loans, prevailing economic conditions, changes in lending strategies and other influencing factors.

Consumer loans are generally evaluated by asset type (i.e., residential real estate, installment, etc.), as these loans exhibit homogeneous characteristics. The allowance for consumer loans, which includes residential real estate, installment, home equity, credit card loans and overdrafts, is established by estimating losses inherent in each particular category of consumer loans. The estimate of losses is primarily based on historical loss rates for each category, as well as trends in delinquent and nonaccrual loans, prevailing economic conditions and other significant influencing factors. Consumer loans greater than $100,000 whose terms have been modified in a TDR are individually analyzed for estimated impairment.

Covered loans. Loans acquired in Federal Deposit Insurance Corporation (FDIC)-assisted transactions that are initially covered under loss sharing agreements are referred to as covered loans. Covered loans were recorded at their estimated fair value at the time of acquisition. Estimated fair values for covered loans were based on a discounted cash flow methodology that considered various factors including the type of loan and related collateral, classification status, interest rate, term of loan, whether or not the loan was amortizing and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. Covered loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.

First Financial evaluates purchased loans for impairment in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. First Financial is accounting for covered loans under FASB ASC Topic 310-30 except for loans with revolving privileges, which are outside the scope of this guidance, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. Loans accounted for under FASB ASC Topic 310-30 are referred to as purchased impaired loans. Interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all covered purchased impaired loans.

For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial groups acquired loans into pools based on common risk characteristics. Expected cash flows are re-estimated periodically for all purchased impaired loans. The cash

First Financial Bancorp 2012 Annual Report 59

Notes To Consolidated Financial Statements

flows expected to be collected are estimated based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense on a discounted basis during the period (see "Allowance for loan and lease losses - covered loans" below). Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

In addition to the accretion income discussed above, covered loans impact noninterest income as well. For covered loans that prepay, noninterest income may be recorded related to the recovery of any remaining accretable difference and the net recovery of the value adjustment associated with assumed credit impairment offset by a corresponding valuation adjustment on the FDIC indemnification asset. This scenario can occur either through a loan sale or ordinary prepayments that are typical in a loan portfolio.

Covered loans outside the scope of FASB ASC Topic 310-30 are accounted for under FASB ASC Topic 310-20, Receivables-Nonrefundable Fees and Costs. Discounts created when the loans were recorded at their estimated fair values at acquisition are amortized over the remaining term of the loan as an adjustment to the related loan's yield. The accrual of interest income is discontinued when the collection of a loan or interest, in whole or in part, is doubtful.

Allowance for loan and lease losses, covered loans. First Financial maintains an allowance for loan and lease losses on covered loans. For loans accounted for under FASB ASC Topic 310-30, expected cash flows are re-estimated periodically with any decline in expected cash flows recorded as provision expense on a discounted basis during the period. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The related, estimated reimbursement on covered loan losses due from the FDIC under loss sharing agreements is recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset.

FDIC indemnification asset. The FDIC indemnification asset results from the loss sharing agreements entered into in conjunction with First Financial's FDIC-assisted transactions and is measured separately from the related assets covered by loss sharing agreements with the FDIC (covered assets) as it is not contractually embedded in those assets and is not transferable should First Financial choose to dispose of the covered assets. The FDIC indemnification asset represents expected reimbursements from the FDIC for losses on covered loans. Pursuant to the terms of the loss sharing agreements, covered loans are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. The FDIC indemnification asset was recorded at estimated fair values at the time of the FDIC-assisted transaction. Fair values were estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing of the loss sharing reimbursement from the FDIC.

The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows and are reflected as a yield adjustment on the indemnification asset. Declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows and are reflected as both FDIC loss sharing income and an increase to the indemnification asset.

Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed principally on the straight-line method over the estimated useful lives of the assets. Useful lives generally range from 10 to 40 years for building and building improvements; 3 to 10 years for furniture, fixtures and equipment; and 3 to 5 years for software, hardware and data handling equipment. Land improvements are depreciated over 20 years and leasehold improvements are depreciated over the lesser of the base term of the respective lease or the asset useful life. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Maintenance and repairs are charged to operations as incurred.

Goodwill and other indefinite lived intangible assets. Under accounting for business combinations, the net assets of entities acquired by First Financial are recorded at their estimated fair value at the date of acquisition. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. Goodwill and intangible assets deemed to have indefinite lives, if any, are not amortized, but are subject to annual impairment tests.

Core deposit intangibles. Core deposit intangibles represent the estimated value of acquired relationships with deposit customers. The estimated fair value of core deposit intangibles are based on a discounted cash flow methodology that gives

60 First Financial Bancorp 2012 Annual Report

appropriate consideration to expected customer attrition rates, cost of the deposit base, reserve requirements and the net maintenance cost attributable to customer deposits. Core deposit intangibles are amortized on an accelerated basis over their useful lives.

Other real estate owned (OREO). OREO represents properties primarily acquired by First Financial's bank subsidiary through loan defaults by clients. OREO properties are recorded at the lower of cost or fair value, minus estimated costs to sell, at the date acquired. Management performs periodic valuations to assess the adequacy of the recorded OREO balances. When management disposes of an OREO property, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income.

Other real estate owned – covered (Covered OREO). Covered OREO represents properties primarily acquired by First Financial's bank subsidiary through loan defaults by clients on covered loans. Pursuant to the terms of the loss sharing agreements, covered assets are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. Covered OREO properties are recorded at the lower of cost or fair value, minus estimated costs to sell, at the date acquired. Management performs periodic valuations to assess the adequacy of the recorded OREO balances. When management disposes of an OREO property, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income, and, in general, are substantially offset by a related adjustment to the FDIC indemnification asset.

Income taxes. First Financial and its subsidiaries file a consolidated federal income tax return. Each subsidiary provides for income taxes on a separate return basis, and remits to First Financial amounts determined to be currently payable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Financial Statements as a component of noninterest expense.

Pension. First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. The measurement of the accrued benefit liability and the annual pension expense involves actuarial and economic assumptions. The assumptions used in pension accounting include those related to the discount rates, the expected return on plan assets and the rate of compensation increase.

Derivative instruments. First Financial accounts for its derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging. FASB ASC Topic 815 requires all derivative instruments to be carried at fair value on the balance sheet. First Financial designates derivative instruments used to manage interest rate risk as hedging relationships with certain assets or liabilities being hedged.

First Financial utilizes derivative instruments, primarily interest rate swaps, designated as fair value hedges to meet the needs of clients and mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk. As the critical terms of the hedged financial instruments and the derivative instruments coincide, the changes in the fair value of the hedged financial instruments and the derivative instruments offset and the hedges are considered to be highly effective. For interest rate swaps designated as fair value hedges, the fair value of the interest rate swap is recognized on the Consolidated Balance Sheets as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings. Derivative gains or losses not considered effective in hedging the change in fair value of the hedged item, if any, are recognized immediately in the Consolidated Statements of Income.

First Financial utilizes derivative instruments, primarily interest rate swaps, designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates. The net interest receivable or payable on an interest rate swap designated as a cash flow hedge is accrued and recognized as an adjustment to interest income or interest expense. For interest rate swaps designated as cash flow hedges, the fair value of the interest rate swaps is included within accrued interest and other assets on the Consolidated Balance Sheets. Changes in the fair value of the interest rate swap are included in accumulated comprehensive income (loss). Derivative gains and losses not considered effective in hedging the cash flows related to the underlying assets or liabilities, if any, are recognized immediately in the Consolidated Statement of Income.

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that First Financial will incur a loss because a counterparty fails to meet its contractual obligations. Generally, the credit risk associated with interest rate swaps is significantly less than the notional values associated with these instruments. The notional values represent

First Financial Bancorp 2012 Annual Report 61

Notes To Consolidated Financial Statements

contractual balances on which the calculations of amounts to be exchanged are based. First Financial manages this credit risk through counterparty credit policies.

Stock-based compensation. First Financial grants stock-based awards, including restricted stock awards for and options to purchase the Company’s common stock. Stock option grants are for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. Stock-based compensation expense is recognized in the Consolidated Statements of Income on a straight-line basis over the vesting period. The amortization of stock-based compensation expense reflects estimated forfeitures adjusted for actual forfeiture experience. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise. At the time stock-based awards are exercised, are canceled or expire, First Financial may be required to recognize an adjustment to tax expense.

Earnings per share. Basic net income per common share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding, unvested shares and dilutive common stock equivalents outstanding during the period. Common stock equivalents consist of common stock issuable under the assumed exercise of stock options granted under First Financial's stock plans and the assumed conversion of common stock warrants, using the treasury stock method.

Cash and Due from Banks.Cash and due from banks consist of currency, coin and cash items due from banks. Cash items due from banks include noninterest bearing deposits held at other banks.

Segments and related information. In 2012, management continued to review operating performance and make decisions as one banking segment in contiguous geographic markets.

2. Recently Adopted and Issued Accounting Standards

In April 2011, the FASB issued an update (ASU No. 2011-03, Reconsideration of Effective Control for Repurchase Agreements), which simplified the accounting for arrangements such as repurchase and securities lending agreements. The collateral maintenance requirement was eliminated from the assessment of effective control, which could result in more transactions being accounted for as secured borrowings rather than sales. The assessment of effective control focuses on a transferor's contractual rights and obligations, not the amount of collateral obtained to repurchase or redeem the transferred financial asset. Under the amended guidance, a transferor maintains effective control over transferred financial assets, and thus accounts for the transfer as a secured borrowing, if there is an agreement that both entitles and obligates the transferor to repurchase the financial assets before maturity and all of the conditions already described in FASB ASC Topic 860, Transfers and Servicing, are met. The provisions of ASU 2011-03 became effective for First Financial for the interim reporting period ended March 31, 2012. This update did not have a material impact on the Consolidated Financial Statements.

In May 2011, the FASB issued an update (ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs), whichexpanded the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and required disclosure of the level in the fair value hierarchy of items that are not measured at fair value but whose fair value must be disclosed.  It also clarified and expanded upon existing requirements for fair value measurements of financial assets and liabilities as well as instruments classified in shareholders' equity.  The provisions of ASU 2011-04 became effective for First Financial for the interim reporting period ended March 31, 2012. For further detail, see Note 14 – Fair Value Disclosures.

In June 2011, the FASB issued an update (ASU 2011-05, Presentation of Comprehensive Income), which revised the manner in which entities present comprehensive income in their financial statements. This update eliminated the option to present components of other comprehensive income (OCI) as part of the statement of changes in stockholders' equity.  The amendments to the existing standard required that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  Under either method, adjustments must be displayed for items that are reclassified from OCI to net income, in both net income and OCI.  The amendments to the existing standard did not change the option for presenting components of OCI gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which OCI is presented or disclosed in the notes to the financial statements.  Additionally, the standard did not affect the calculation or reporting of earnings per share.  The provisions of ASU 2011-05 became effective for First Financial for the interim reporting period ended March 31, 2012. This update resulted in the inclusion of the Consolidated Statements of Comprehensive Income in the Consolidated Financial Statements.

62 First Financial Bancorp 2012 Annual Report

In September 2011, the FASB issued an update (ASU 2011-08, Testing Goodwill for Impairment), to simplify the current two-step goodwill impairment test in FASB ASC Topic 350-20, Intangibles - Goodwill and Other: Goodwill. This update granted entities the option to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the entity determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would then perform the first step of the goodwill impairment test; otherwise, no further impairment test is required. The provisions of ASU 2011-08 became effective for First Financial for the interim reporting period ended March 31, 2012. This update did not have a material impact on the Consolidated Financial Statements.

In December 2011, the FASB issued an update (ASU 2011-11, Disclosures About Offsetting Assets and Liabilities), which creates new disclosure requirements about the nature of an entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. New disclosure requirements will be required for recognized financial and derivative instruments that are offset in accordance with the guidance in FASB ASC Topic 210-20-45, Balance Sheet - Offsetting - Other Presentation Matters, FASB ASC Topic 815-10-45, Derivatives and Hedging - Other Presentation Matters, or are subject to an enforceable master netting arrangement or similar agreement. Recognized assets and liabilities within the scope of this update include financial instruments such as derivatives, repurchase agreements, reverse repurchase agreements and securities lending and borrowing arrangements subject to master netting arrangements. An entity will be required to disclose information to enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on its financial position, including the effect or potential effect of rights of set-off associated with certain financial instruments and derivative instruments. This guidance is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance must be applied retrospectively for any period presented that begins before an entity's date of initial application. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In July 2012, the FASB issued an update (ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment), which allows an entity testing an indefinite-lived intangible asset for impairment the option of performing a qualitative assessment before calculating the fair value of the asset, similar to the guidance set forth in ASU 2011-08. This update also addresses circumstances that an entity should consider in interim periods, but does not remove the requirement for testing of indefinite-lived intangible assets for impairment annually and between annual tests if there is a change in events and circumstances. The provisions of ASU 2012-02 become effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In October 2012, the FASB issued an update (ASU 2012-06, Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution), which clarifies the applicable guidance for subsequently measuring an indemnification asset recognized as a result of a government-assisted acquisition of a financial institution. When a reporting entity recognizes an indemnification asset (in accordance with Subtopic 805-20) as a result of a government-assisted acquisition of a financial institution and subsequently a change in the cash flows expected to be collected on the indemnification asset occurs (as a result of a change in cash flows expected to be collected on the assets subject to indemnification), the reporting entity should subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement (that is, the lesser of the term of the indemnification agreement and the remaining life of the indemnified assets). The provisions of ASU 2012-06 shall be effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. As First Financial's accounting for FDIC indemnification assets is consistent with the guidance in ASU 2012-06, the Company does not anticipate this update will have a material impact on its Consolidated Financial Statements.

3. Business Combinations

On September 23, 2011, First Financial Bank completed the purchase of 16 Ohio-based retail banking centers from Liberty Savings Bank, FSB (Liberty) including $126.5 million of performing loans and $341.9 million of deposits at their estimated fair values. First Financial also acquired $3.8 million of fixed assets at estimated fair value and paid Liberty a $22.4 million net deposit premium. Assets acquired in this transaction are not subject to a loss sharing agreement. First Financial recorded $17.1 million of goodwill related to the Liberty banking center acquisition.

Loans acquired in conjunction with the Liberty banking center acquisition were evaluated for impairment in accordance with FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. First Financial determined

First Financial Bancorp 2012 Annual Report 63

Notes To Consolidated Financial Statements

that the acquired loans were not impaired and is accounting for them under FASB ASC Topic 310-20, Receivables-Nonrefundable Fees and Costs.

On December 2, 2011, First Financial Bank completed the purchase of 22 Indiana-based retail banking centers from Flagstar Bank, FSB (Flagstar) and assumed approximately $464.7 million of deposits at their estimated fair value. First Financial also acquired $6.6 million of fixed assets at estimated fair value and paid Flagstar a $22.5 million net deposit premium. Assets acquired in this transaction are not subject to a loss sharing agreement. First Financial recorded $26.1 million of goodwill related to the Flagstar banking center acquisition.

The Liberty and Flagstar banking center acquisitions were accounted for in accordance with FASB ASC Topic 805, Business Combinations.

4. Goodwill and Other Intangible Assets

Goodwill. Assets and liabilities of acquired entities are recorded at their estimated fair values as of the acquisition date and are subject to refinement for up to one year as additional information relative to initial estimated fair value data becomes available. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. First Financial recorded additions to goodwill in 2011 related to the banking center acquisitions. First Financial expects all of the goodwill resulting from these acquisitions to be deductible for tax purposes.

Changes in the carrying amount of goodwill for the year ended December 31, 2011 are shown below. There were no changes recorded to goodwill during 2012.

(Dollars in thousands)
Balance at December 31, 2010	$	51,820
Goodwill acquired:
Liberty banking center acquisition	17,102
Flagstar banking center acquisition	26,128
Balance at December 31, 2011	$	95,050

Goodwill is not amortized, but is measured for impairment on an annual basis as of October 1 of each year or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value.  First Financial performed its annual impairment test of goodwill as of October 1, 2012 and no impairment was indicated.  As of December 31, 2012, no events or changes in circumstances indicated that the fair value of a reporting unit was below its carrying value.

Other intangible assets. Other intangible assets primarily consist of core deposit intangibles.  Core deposit intangibles are recorded at their estimated fair value at the date of acquisition and are then amortized on an accelerated basis over their estimated useful lives. First Financial recorded $4.0 million of core deposit intangibles associated with the Liberty banking center acquisition and $3.0 million of core deposit intangibles associated with the Flagstar banking center acquisition during 2011, contributing to a total of $9.9 million of core deposit intangibles as of December 31, 2011. As of December 31, 2012, core deposit intangibles were $7.4 million. First Financial's core deposit intangibles have an estimated weighted average remaining life of 7.8 years as of December 31, 2012. Amortization expense recognized on intangible assets for 2012, 2011 and 2010 was $2.6 million, $1.2 million and $1.3 million, respectively.

5. Restrictions On Cash And Due From Bank Accounts

First Financial's bank subsidiary is required to maintain average reserve balances either in the form of vault cash or reserves held on deposit with the Federal Reserve Bank, Federal Home Loan Bank or in pass-through reserve accounts with correspondent banks. The average amounts of these required reserve balances, based upon the average level of First Financial's transaction accounts, for 2012 and 2011 were approximately $41.3 million and $33.3 million, respectively. Additionally, First Financial had $2.0 million of cash acquired in conjunction with the Irwin transaction that was restricted for withdrawal and usage as of December 31, 2012 and 2011.

64 First Financial Bancorp 2012 Annual Report

6. Restrictions On Subsidiary Dividends, Loans Or Advances

Dividends paid by First Financial to its shareholders are principally funded through dividends paid to First Financial by its subsidiaries. However, certain restrictions exist regarding the ability of bank subsidiaries to transfer funds to First Financial in the form of cash dividends, loans or advances. The approval of the subsidiaries' respective primary federal regulators is required for First Financial's subsidiaries to pay dividends in excess of regulatory limitations, which is equal to the net income of the current year through the dividend date, combined with its retained net income of the preceding two years. As of December 31, 2012, First Financial's subsidiaries had retained earnings of $350.3 million of which $29.1 million was available for distribution to First Financial without prior regulatory approval.

7. Commitments And Contingencies

In the normal course of business, First Financial offers a variety of financial instruments with off-balance-sheet risk to its clients to assist them in meeting their liquidity and credit enhancement requirements. These financial instruments include standby letters of credit and outstanding commitments to extend credit.  GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.  

First Financial’s exposure to credit loss, in the event of nonperformance by the counterparty to the financial instrument for standby letters of credit and outstanding commitments to extend credit, is represented by the contractual amounts of those instruments.  First Financial uses the same credit policies in issuing commitments and conditional obligations as it does for on-balance-sheet credit instruments.

Letters of credit. These transactions are conditional commitments issued by First Financial to guarantee the performance of a client to a third party.  First Financial’s portfolio of standby letters of credit consists primarily of performance assurances made on behalf of clients who have a contractual commitment to produce or deliver goods or services.  The risk to First Financial arises from its obligation to make payment in the event of the clients’ contractual default to produce the contracted good or service to a third party.  First Financial has issued letters of credit (including standby letters of credit) aggregating $14.8 million and $20.0 million at December 31, 2012, and December 31, 2011, respectively. Management conducts regular reviews of these instruments on an individual client basis.

Loan commitments. Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the agreement.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  First Financial evaluates each client’s creditworthiness on an individual basis.  The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the client.  The collateral held varies, but may include securities, real estate, inventory, plant or equipment.  First Financial had commitments outstanding to extend credit totaling $1.2 billion at both December 31, 2012, and December 31, 2011.

First Financial utilizes the allowance for loan and lease losses methodology to maintain a reserve that it considers sufficient to absorb probable losses inherent in standby letters of credit and outstanding loan commitments and records the reserve within Accrued interest and other liabilities on the Consolidated Balance Sheets. For further detail on the allowance for loan and lease losses methodology, see Note 1 – Summary of Significant Accounting Policies.

Contingencies/Litigation – First Financial and its subsidiaries are engaged in various matters of litigation, assertions of improper or fraudulent loan practices or lending violations and other matters from time to time, and have a number of unresolved claims pending. Additionally, as part of the ordinary course of business, First Financial and its subsidiaries are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral and foreclosure interests, that is incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, First Financial believes that damages, if any, and other amounts relating to pending matters are not probable or cannot be reasonably estimated as of December 31, 2012. Reserves are established for various matters of litigation, when appropriate under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel.

First Financial Bancorp 2012 Annual Report 65

Notes To Consolidated Financial Statements

8. Derivatives

First Financial uses certain derivative instruments, including interest rate caps, floors and swaps, to meet the needs of its clients while managing the interest rate risk associated with certain transactions.  First Financial does not use derivatives for speculative purposes and currently does not have any derivatives that are not designated as hedges.

While authorized to use a variety of derivative products, First Financial primarily utilizes interest rate swaps as a means to offer borrowers credit-based products that meet their needs and may from time to time utilize interest rate swaps to manage the macro interest rate risk profile of the Company. The interest rate swap agreements establish the basis on which interest rate payments are exchanged with counterparties, referred to as the notional amount.

The following table summarizes the notional values of derivative financial instruments utilized by First Financial by the nature of the underlying asset or liability:

	December 31,
(Dollars in thousands)	2012		2011
Fair Value Hedges
Instruments associated with loans	$	935,493	$	775,328
Cash flow hedges
Instruments associated with deposits	35,000		0
Total notional value	$	970,493	$	775,328

As only interest rate payments are exchanged, the cash requirements and credit risk associated with interest rate swaps are significantly less than the notional amount and the Company’s credit risk exposure is limited to the market value of the instrument. First Financial manages this market value credit risk through counterparty credit policies. These policies require the Company to maintain a total derivative notional position of less than 35% of assets, total credit exposure of less than 3% of capital and no single counterparty credit risk exposure greater than $20.0 million. The Company is currently well below all single counterparty and portfolio limits. At December 31, 2012, the Company had a total counterparty notional amount outstanding of approximately $509.1 million, spread among eight counterparties, with an outstanding liability from these contracts of $26.0 million. At December 31, 2011, First Financial had a total counterparty notional amount outstanding of $396.4 million, spread among seven counterparties, with an outstanding liability from these contracts of $27.3 million.

First Financial’s exposure to credit loss, in the event of nonperformance by a borrower, is limited to the market value of the derivative instrument associated with that borrower. First Financial monitors its derivative credit exposure to borrowers by monitoring the creditworthiness of the related loan customers through the normal credit review processes the Company performs on all borrowers. Additionally, the Company monitors derivative credit risk exposure related to problem loans through the Company's allowance for loan and lease losses committee. First Financial considers the market value of a derivative instrument to be part of the carrying value of the related loan for these purposes as the borrower is contractually obligated to pay First Financial this amount in the event the derivative contract is terminated.

In connection with its use of derivative instruments, First Financial is required from time to time to post cash collateral with its counterparties to offset its market position.  Derivative collateral balances were $23.7 million, and $24.4 million at December 31, 2012, and December 31, 2011, respectively. First Financial classifies the derivative cash collateral outstanding with its counterparties as an adjustment to the fair value of the derivative contracts within Accrued interest and other liabilities in the Consolidated Balance Sheets.

66 First Financial Bancorp 2012 Annual Report

The following table summarizes the derivative financial instruments utilized by First Financial and their balances:

		December 31, 2012							December 31, 2011
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance Sheet Location	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Fair Value Hedges
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	$	12,739	$	0	$	(1,445	)	$	17,456	$	0	$	(2,263	)
Matched interest rate swaps with borrower	Accrued interest and other assets	461,377		24,135		0			378,936		24,566		0
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	461,377		0		(24,978		)	378,936		0		(25,860		)
Cash flow hedges
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	35,000		0		(229		)	0		0		0
Total		$	970,493	$	24,135	$	(26,652	)	$	775,328	$	24,566	$	(28,123	)

The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received by First Financial at December 31, 2012:

							Weighted-Average Rate
(Dollars in thousands)	Notional amount		Average maturity (years)	Fair value			Receive		Pay
Asset conversion swaps
Pay fixed interest rate swaps with counterparty	$	12,739	3.5	$	(1,445	)	2.29	%	6.82	%
Receive fixed, matched interest rate swaps with borrower	461,377		4.5	24,135			5.07	%	3.73	%
Pay fixed, matched interest rate swaps with counterparty	461,377		4.5	(24,978		)	3.73	%	5.07	%
	935,493		4.4	(2,288		)	4.37	%	4.43	%
Liability conversion swaps
Pay fixed interest rate swaps with counterparty	35,000		6.5	(229		)	3.25	%	4.02	%
Total liability conversion swaps	35,000		6.5	(229		)	3.25	%	4.02	%
Total swap portfolio	$	970,493	4.5	$	(2,517	)	4.33	%	4.41	%

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation.  Derivatives used to hedge the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.  Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

Fair Value Hedges. First Financial utilizes interest rate swaps designated as fair value hedges as a means to offer commercial borrowers products that meet their needs, but are also designed to achieve First Financial’s desired interest rate risk profile at the time.  First Financial accomplishes this by entering into swap agreements with commercial borrowers and simultaneously entering into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These interest rate swap agreements generally involve the receipt by First Financial of floating rate amounts from the counterparties in exchange for payments to these counterparties by First Financial of fixed rate amounts received from commercial borrowers over the life of the agreements. These interest rate swap agreements do not involve an exchange of the underlying principal or notional amount.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.  The net interest receivable or payable on these interest rate swaps is accrued and recognized as an adjustment to the interest income or interest expense of the hedged item.  The fair value of these interest rate swaps is included within Accrued interest and other assets and Accrued interest and other liabilities on the Consolidated Balance Sheets.  The corresponding fair-value adjustment is also included on the Consolidated Balance Sheets in the carrying value of the hedged item.  Derivative gains and losses not considered effective in hedging the change in fair value of the hedged item, if any, are recognized in income immediately.

First Financial Bancorp 2012 Annual Report 67

Notes To Consolidated Financial Statements

The following table details the location and amounts recognized for fair value hedges:

		Decrease to Interest Income
(Dollars in thousands)		Years Ended
Derivatives in fair value hedging relationships	Location of change in fair value	December 31,
		2012			2011			2010
Interest rate contracts
Loans	Interest income - loans	$	(706	)	$	(891	)	$	(1,004	)
Total		$	(706	)	$	(891	)	$	(1,004	)

Cash Flow Hedges. First Financial utilizes interest rate swaps designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates. The net interest receivable or payable on an interest rate swap designated as a cash flow hedge is accrued and recognized as an adjustment to interest income or interest expense. The fair value of interest rate swaps is included within Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps are included in accumulated comprehensive income (loss). Derivative gains and losses not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

Effective July 2, 2012, First Financial executed a cash flow hedge utilizing an interest rate swap to hedge against interest rate volatility on $35.0 million of floating rate interest-bearing deposits indexed to the U.S. Federal Funds Target Rate as part of the Company's normal interest rate risk management activities. This interest rate swap involves the receipt by First Financial of variable rate interest amounts in exchange for fixed rate interest payments to the counterparty for a period of 7 years.

Effective March 30, 2009, First Financial executed a cash flow hedge utilizing an interest rate swap to hedge against interest rate volatility on $20.0 million of floating rate trust preferred securities based on the London Inter-Bank Offered Rate.  The interest rate swap involved the receipt by First Financial of variable-rate interest amounts in exchange for fixed-rate interest payments by First Financial for a period of 10 years. This interest rate swap effectively fixed the rate of interest on the floating rate trust preferred securities at 6.20% for the 10 year life of the swap.

First Financial terminated the $20.0 million trust preferred interest rate swap during the fourth quarter of 2010 in the course of its normal interest rate risk and balance sheet management activities.  Terminating the trust preferred interest rate swap resulted in a $0.6 million pre-tax loss that was included in accumulated comprehensive income (loss) on the Consolidated Balance Sheets. Due to the early redemption of the trust preferred securities, the remaining balance of the unrecognized loss of $0.6 million was recognized in noninterest expense in the second quarter of 2011.

The following table details the location and amounts recognized for cash flow hedges:

	Amount of gain/(loss) recognized in OCI on derivatives (effective portion)								Amount of gain/(loss) reclassified from accumulated OCI into earnings (effective portion)
(Dollars in thousands)	Years ended December 31,								Years ended December 31,
Derivatives in cash flow hedging relationships	2012			2011		2010		Classification of change in fair value	2012			2011		2010
Interest rate contracts								Interest Income
Interest-bearing deposits	$	(143	)	$	0	$	0	Interest-bearing deposits	$	(135	)	$	0	$	0
Other long-term debt	0			0		0		Other long-term debt	0			0		(493		)
Total	$	(143	)	$	0	$	0		$	(135	)	$	0	$	(493	)

9. Investment Securities

First Financial reclassified certain investment securities, primarily agency-backed mortgage backed securities (MBSs) from available-for-sale to held-to-maturity during 2012. The reclassification was executed to mitigate the impact of potential future price depreciation on other comprehensive income and the corresponding negative impact on shareholders' equity as held-to-maturity securities are carried at amortized cost. The reclassified securities are recorded at an amortized cost equal to the fair market value of the securities as of the date of the transfer. First Financial has the intent and ability to hold the transferred securities to maturity.

68 First Financial Bancorp 2012 Annual Report

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2012:

	Held-to-Maturity									Available-for-Sale
(Dollars in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss			Market Value		Amortized Cost		Unrealized Gain		Unrealized Loss			Market Value
Securities of U.S. government agencies and corporations	$	20,512	$	679	$	0		$	21,191	$	15,562	$	333	$	0		$	15,895
Mortgage-backed securities	740,891		8,077		(1,290		)	747,678		854,150		14,564		(1,485		)	867,229
Obligations of state and other political subdivisions	9,352		265		(12		)	9,605		35,913		169		(84		)	35,998
Asset-backed securities	0		0		0			0		57,000		90		(1		)	57,089
Other securities	0		0		0			0		54,479		1,569		(163		)	55,885
Total	$	770,755	$	9,021	$	(1,302	)	$	778,474	$	1,017,104	$	16,725	$	(1,733	)	$	1,032,096

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2011:

	Held-to-Maturity								Available-for-Sale
	Amortized		Unrealized		Unrealized		Market		Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Gain		Loss		Value		Cost		Gain		Loss			Value
Securities of U.S. government agencies and corporations	$	0	$	0	$	0	$	0	$	45,757	$	433	$	0		$	46,190
Mortgage-backed securities	90		2		0		92		1,344,015		21,394		(2,031		)	1,363,378
Obligations of state and other political subdivisions	2,574		227		0		2,801		9,270		121		(5		)	9,386
Other securities	0		0		0		0		22,448		530		(86		)	22,892
Total	$	2,664	$	229	$	0	$	2,893	$	1,421,490	$	22,478	$	(2,122	)	$	1,441,846

During the year ended December 31, 2012, First Financial sold available-for-sale securities with a fair value of $236.7 million at the date of sale and recorded a $3.6 million pre-tax gain. The investment gain after taxes was $2.3 million for the year ended December 31, 2012.

During the year ended December 31, 2011, First Financial sold available-for-sale securities with a fair value of $162.6 million at the date of sale and recorded a $2.5 million net pre-tax gain. There was a net investment gain after taxes of $1.6 million for the year ended December 31, 2011.

During the year ended December 31, 2010, no available-for-sale securities were sold.

The carrying value of investment securities pledged as collateral to secure public deposits, repurchase agreements and for other purposes as required by law totaled $1.2 billion at December 31, 2012, and $0.8 billion at December 31, 2011.

The amortized cost and market value of investment securities, including mortgage-backed securities at December 31, 2012, by estimated lives, are shown in the table that follows. The estimated lives on mortgage-backed securities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

The following is a summary of investment securities by estimated maturity as of December 31, 2012:

	Held-to-Maturity				Available-for-Sale
(Dollars in thousands)	Amortized Cost		Market Value		Amortized Cost		Market Value
Due in one year or less	$	489	$	493	$	22,390	$	22,823
Due after one year through five years	681,553		685,916		540,315		551,229
Due after five years through ten years	87,898		91,035		168,216		169,305
Due after ten years	815		1,030		286,183		288,739
Total	$	770,755	$	778,474	$	1,017,104	$	1,032,096

First Financial Bancorp 2012 Annual Report 69

Notes To Consolidated Financial Statements

The following tables present the age of gross unrealized losses as calculated using original purchase cost and associated fair value by investment category:

	December 31, 2012
	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Securities of U.S. government agencies and corporations	$	0	$	0		$	0	$	0		$	0	$	0
Mortgage-backed securities	240,641		(1,635		)	25,513		(405		)	266,154		(2,040		)
Obligations of state and other political subdivisions	21,341		(96		)	0		0			21,341		(96		)
Asset-backed securities	9,999		(1		)	0		0			9,999		(1		)
Other securities	8,454		(163		)	0		0			8,454		(163		)
Total	$	280,435	$	(1,895	)	$	25,513	$	(405	)	$	305,948	$	(2,300	)

	December 31, 2011
	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Value		Loss			Value		Loss			Value		Loss
Mortgage-backed securities	$	343,883	$	(1,938	)	$	29,562	$	(93	)	$	373,445	$	(2,031	)
Obligations of state and other political subdivisions	0		0			2,278		(5		)	2,278		(5		)
Other securities	9,133		(86		)	17		0			9,150		(86		)
Total	$	353,016	$	(2,024	)	$	31,857	$	(98	)	$	384,873	$	(2,122	)

Gains and losses on debt securities are generally due to higher current market yields relative to the yields of the debt securities at their amortized cost.  All securities with unrealized losses are reviewed quarterly to determine if any impairment is considered other than temporary, requiring a write-down to fair market value. First Financial considers the percentage loss on a security, duration of the loss, average life or duration of the security, credit rating of the security as well as payment performance and the Company’s intent and ability to hold the security when determining whether any impairment is other than temporary. At this time First Financial does not intend to sell, and it is not more likely than not that the Company will be required to sell debt security issues temporarily impaired prior to maturity or recovery of book value. First Financial had no other than temporary impairment expense for the years ended December 31, 2012 and 2011.

For further detail on the fair value of investment securities, see Note 22 – Fair Value Disclosures.

10. Loans, Excluding Covered Loans

First Financial offers clients a variety of commercial and consumer loan and lease products with various interest rates and payment terms. Lending activities are primarily concentrated in Ohio, Indiana and Kentucky, states where the Bank currently operates banking centers. Additionally, First Financial provides equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector throughout the United States. Commercial loan categories include commercial and industrial (commercial), commercial real estate, construction real estate and lease financing. Consumer loan categories include residential real estate, home equity, installment and credit card. For more information on First Financial's lending practices, see "Lending Practices" in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Credit Quality. To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate allowance for loan and lease losses, First Financial utilizes the following categories of credit grades:

Pass - Higher quality loans that do not fit any of the other categories described below.

70 First Financial Bancorp 2012 Annual Report

Special Mention - First Financial assigns a Special Mention rating to loans and leases with potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in First Financial's credit position at some future date.

Substandard - First Financial assigns a substandard rating to loans or leases that are inadequately protected by the current sound financial worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans and leases have well-defined weaknesses that jeopardize repayment of the debt. Substandard loans and leases are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not addressed.

Doubtful - First Financial assigns a doubtful rating to loans and leases with all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

The credit grades described above, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

First Financial considers repayment performance as the best indicator of credit quality for consumer loans. Consumer loans that have principal and interest payments that are past due by ninety days or more are generally classified as nonperforming. Additionally, consumer loans that have been modified in a TDR are classified as nonperforming unless such loans have a sustained period of repayment performance of six months or greater and are reasonably assured of repayment in accordance with the restructured terms.

First Financial Bancorp 2012 Annual Report 71

Notes To Consolidated Financial Statements

Commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	803,351	$	64,866	$	1,307,370	$	2,175,587
Special Mention	29,663		65		38,516		68,244
Substandard	28,019		8,586		71,122		107,727
Doubtful	0		0		0		0
Total	$	861,033	$	73,517	$	1,417,008	$	2,351,558

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	310,341	$	56,358	$	364,248	$	84,490	$	815,437
Nonperforming	7,869		452		3,252		496		12,069
Total	$	318,210	$	56,810	$	367,500	$	84,986	$	827,506

	As of December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	799,471	$	89,072	$	1,110,718	$	1,999,261
Special Mention	37,547		1,751		28,994		68,292
Substandard	19,435		24,151		93,355		136,941
Doubtful	528		0		0		528
Total	$	856,981	$	114,974	$	1,233,067	$	2,205,022

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	279,958	$	67,136	$	356,887	$	48,942	$	752,923
Nonperforming	8,022		407		2,073		0		10,502
Total	$	287,980	$	67,543	$	358,960	$	48,942	$	763,425

Delinquency. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment.

72 First Financial Bancorp 2012 Annual Report

Loan delinquency, including nonaccrual loans, was as follows:

	As of December 31, 2012
(Dollars in thousands)	30 – 59 Days past due		60 – 89 Days past due		> 90 days past due		Total past due		Current		Total		> 90 days past due and still accruing
Loans
Commercial	$	1,770	$	832	$	4,197	$	6,799	$	854,234	$	861,033	$	0
Real estate - construction	0		0		892		892		72,625		73,517		0
Real estate - commercial	2,549		1,931		27,966		32,446		1,384,562		1,417,008		0
Real estate - residential	6,071		1,463		6,113		13,647		304,563		318,210		0
Installment	280		148		344		772		56,038		56,810		0
Home equity	1,311		869		1,440		3,620		363,880		367,500		0
Other	386		168		708		1,262		83,724		84,986		212
Total	$	12,367	$	5,411	$	41,660	$	59,438	$	3,119,626	$	3,179,064	$	212

	As of December 31, 2011
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days past due and still accruing
Loans
Commercial	$	2,964	$	96	$	7,473	$	10,533	$	846,448	$	856,981	$	0
Real estate - construction	47		0		17,004		17,051		97,923		114,974		0
Real estate - commercial	4,940		2,102		16,654		23,696		1,209,371		1,233,067		0
Real estate - residential	8,602		236		7,012		15,850		272,130		287,980		0
Installment	437		53		355		845		66,698		67,543		0
Home equity	1,304		246		1,637		3,187		355,773		358,960		0
Other	495		231		191		917		48,025		48,942		191
Total	$	18,789	$	2,964	$	50,326	$	72,079	$	2,896,368	$	2,968,447	$	191

Nonaccrual. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are placed on nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as, insufficient collateral value. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed on nonaccrual status. Any payments received while a loan is on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Troubled Debt Restructurings. A loan modification is considered a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. The most common types of modifications include interest rate reductions, maturity extensions and modifications to principal amortization including interest only structures. Modified terms are dependent upon the financial position and needs of the individual borrower. If the modification agreement is violated, the loan is handled by the Company’s credit administration group for resolution, which may result in foreclosure in the case of real estate.

TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement.

First Financial had 145 TDRs totaling $25.0 million at December 31, 2012, including $10.9 million of loans on accrual status and $14.1 million of loans classified as nonaccrual. First Financial has $3.5 million of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs. At December 31, 2012, the allowance for loan

First Financial Bancorp 2012 Annual Report 73

Notes To Consolidated Financial Statements

and lease losses included reserves of $3.0 million related to TDRs. For the year ended December 31, 2012, First Financial charged off $7.2 million for the portion of TDRs determined to be uncollectible. At December 31, 2012, approximately $2.7 million of the accruing TDRs have been performing in accordance with the restructured terms for more than one year.

First Financial had 78 TDRs totaling $22.1 million at December 31, 2011, including $4.0 million of loans on accrual status and $18.1 million of loans classified as nonaccrual. First Financial has no commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs. At December 31, 2011, the allowance for loan and lease losses included reserves of $4.3 million related to TDRs. For the year ended December 31, 2011, First Financial charged off $3.0 million for the portion of TDRs determined to be uncollectible. At December 31, 2011, approximately $1.3 million of the accruing TDRs have been performing in accordance with the restructured terms for more than one year.

The following table provides information on loan modifications classified as TDRs during the years ended December 31, 2012 and 2011.

	Years ended December 31,
	2012					2011
	Total TDRs					Total TDRs
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial	23	$	8,955	$7,050		4	$	2,675	$	2,673
Real estate - construction	0	0		0		1	1,193		1,193
Real estate - commercial	28	11,018		7,201		9	3,251		3,150
Real estate - residential	22	1,572		1,578		16	1,790		1,811
Installment	0	0		0		2	114		114
Home equity	22	753		753		1	101		101
Total	95	$	22,298	$	16,582	33	$	9,124	$	9,042

The following table provides information on how TDRs were modified during the years ended December 31, 2012 and 2011.

	Years Ended December 31,
(Dollars in thousands)	2012 (2)		2011 (2)
Extended maturities	$	8,838	$	3,539
Adjusted interest rates	220		338
Combination of rate and maturity changes	1,403		1,487
Forbearance	3,261		3,563
Other (1)	2,860		115
Total	$	16,582	$	9,042

 __________________________________________

(1) Other includes covenant modifications and other concessions or combination of concessions that do not consist of interest rate adjustments, forbearance, and maturity extensions.

(2) Balances are as of year end.

First Financial considers repayment performance as an indication of the effectiveness of the Company's loan modifications. First Financial considers a borrower that is 90 days or more past due on any principal or interest payments for a TDR, or who prematurely terminates a restructured loan agreement without paying off the contractual principal balance (for example, in a deed-in-lieu arrangement), to be in payment default of the terms of the TDR agreement.

74 First Financial Bancorp 2012 Annual Report

The following table provides information on TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification:

	Years ended December 31,
	2012		2011
(Dollars in thousands)	Number of Loans	Period End Balance	Number of Loans	Period End Balance
Commercial	2	$1,646	0	$0
Real estate - construction	1	301	1	6,229
Real estate - commercial	3	767	3	2,274
Real estate - residential	0	0	2	255
Installment	0	0	0	0
Home equity	0	0	0	0
Total	6	$2,714	6	$8,758

Impaired Loans. Loans placed on nonaccrual status and TDRs are considered impaired. The following table provides information on impaired loans as of December 31:

(Dollars in thousands)	2012		2011		2010
Principal balance
Nonaccrual loans
Commercial	$	10,562	$	7,809	$	13,729
Real estate-construction	950		10,005		12,921
Real estate-commercial	31,002		28,349		28,342
Real estate-residential	5,045		5,692		4,607
Installment	376		371		150
Home equity	2,499		2,073		2,553
Other	496		0		0
Nonaccrual loans	50,930		54,299		62,302
Troubled debt restructurings
Accruing	10,856		4,009		3,508
Nonaccrual	14,111		18,071		14,105
Total troubled debt restructurings	24,967		22,080		17,613
Total impaired loans	$	75,897	$	76,379	$	79,915
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	4,842	$	5,500	$	5,462
Interest included in income
Nonaccrual loans	508		468		1,772
Troubled debt restructurings	617		299		521
Total interest included in income	1,125		767		2,293
Net impact on interest income	$	3,717	$	4,733	$	3,169
Commitments outstanding to borrowers with nonaccrual loans	$	3,489	$	0	$	77

First Financial individually reviews all impaired commercial loan relationships greater than $250,000, as well as consumer loan troubled debt restructurings greater than $100,000, to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral.

First Financial Bancorp 2012 Annual Report 75

Notes To Consolidated Financial Statements

Specific allowances are based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.

First Financial's investment in impaired loans is as follows:

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	14,961	$	17,269	$	0	$	9,337	$	215
Real estate - construction	462		672		0		3,857		15
Real estate - commercial	15,782		21,578		0		15,554		277
Real estate - residential	9,222		10,817		0		8,463		81
Installment	452		556		0		452		2
Home equity	3,251		4,132		0		2,423		19
Other	326		326		0		65		0
Loans with an allowance recorded
Commercial	3,560		4,252		1,151		5,350		161
Real estate - construction	1,640		2,168		838		5,033		81
Real estate - commercial	24,014		25,684		7,155		25,499		235
Real estate - residential	1,956		2,003		290		2,278		38
Installment	0		0		0		0		0
Home equity	101		101		2		81		1
Other	170		170		92		34		0
Total
Commercial	18,521		21,521		1,151		14,687		376
Real estate - construction	2,102		2,840		838		8,890		96
Real estate - commercial	39,796		47,262		7,155		41,053		512
Real estate - residential	11,178		12,820		290		10,741		119
Installment	452		556		0		452		2
Home equity	3,352		4,233		2		2,504		20
Other	496		496		92		99		0
Total	$	75,897	$	89,728	$	9,528	$	78,426	$	1,125

76 First Financial Bancorp 2012 Annual Report

	As of December 31, 2011
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	6,351	$	8,387	$	0	$	7,337	$	62
Real estate - construction	6,289		11,129		0		5,657		2
Real estate - commercial	14,999		22,718		0		18,306		249
Real estate - residential	8,639		9,580		0		6,848		66
Installment	485		526		0		356		5
Home equity	2,073		2,206		0		2,337		10
Loans with an allowance recorded
Commercial	4,131		4,267		3,205		3,683		15
Real estate - construction	11,098		13,905		2,578		13,731		92
Real estate - commercial	19,521		26,357		6,441		15,484		225
Real estate - residential	2,692		2,705		313		3,630		37
Installment	0		0		0		15		1
Home equity	101		101		2		81		3
Total
Commercial	10,482		12,654		3,205		11,020		77
Real estate - construction	17,387		25,034		2,578		19,388		94
Real estate - commercial	34,520		49,075		6,441		33,790		474
Real estate - residential	11,331		12,285		313		10,478		103
Installment	485		526		0		371		6
Home equity	2,174		2,307		2		2,418		13
Total	$	76,379	$	101,881	$	12,539	$	77,465	$	767

First Financial Bancorp 2012 Annual Report 77

Notes To Consolidated Financial Statements

	As of December 31, 2010
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	9,375	$	12,008	$	0	$	7,432	$	228
Real estate - construction	4,925		8,458		0		9,935		98
Real estate - commercial	17,431		21,660		0		14,113		804
Real estate - residential	5,854		6,447		0		6,611		84
Installment	150		179		0		336		6
Home equity	2,553		3,345		0		2,188		74
Loans with an allowance recorded
Commercial	4,354		6,090		2,017		10,423		77
Real estate - construction	14,407		18,261		3,716		11,063		378
Real estate - commercial	16,693		19,799		4,347		13,391		392
Real estate - residential	4,173		4,264		336		2,727		152
Total
Commercial	13,729		18,098		2,017		17,855		305
Real estate - construction	19,332		26,719		3,716		20,998		476
Real estate - commercial	34,124		41,459		4,347		27,504		1,196
Real estate - residential	10,027		10,711		336		9,338		236
Installment	150		179		0		336		6
Home equity	2,553		3,345		0		2,188		74
Total	$	79,915	$	100,511	$	10,416	$	78,219	$	2,293

OREO. OREO is comprised of properties acquired by the Company through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem loans. The acquired properties are recorded at the lower of cost or fair value, less estimated costs of disposal (net realizable value), upon acquisition. Losses arising at the time of acquisition of such properties are charged against the allowance for loan and lease losses. Subsequent write-downs in the carrying value of OREO properties are expensed as incurred. Improvements to the properties may be capitalized if the improvements contribute to the overall value of the property, but may not be capitalized in excess of the net realizable value of the property.

78 First Financial Bancorp 2012 Annual Report

Changes in OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2012		2011		2010
Balance at beginning of year	$	11,317	$	17,907	$	4,145
Additions
Commercial	6,741		1,328		17,520
Residential	2,540		2,904		1,130
Total additions	9,281		4,232		18,650
Disposals
Commercial	3,572		3,916		2,315
Residential	1,921		2,536		1,674
Total disposals	5,493		6,452		3,989
Write-downs
Commercial	2,290		4,042		727
Residential	289		328		172
Total write-downs	2,579		4,370		899
Balance at end of year	$	12,526	$	11,317	$	17,907

11. Covered Loans

Loans acquired in FDIC-assisted transactions initially covered under loss sharing agreements whereby the FDIC will reimburse First Financial for the majority of any losses incurred are referred to as covered loans. Pursuant to the terms of the loss sharing agreements, covered loans are subject to a stated loss threshold, as outlined in each loss sharing agreement, whereby the FDIC will reimburse First Financial for 80% of losses up to a stated loss threshold, and 95% of losses in excess of the threshold. First Financial will reimburse the FDIC for its share of recoveries with respect to losses for which the FDIC paid First Financial a reimbursement under the loss sharing agreement. The FDIC’s obligation to reimburse First Financial for losses with respect to covered loans began with the first dollar of loss incurred.

First Financial accounts for the majority of covered loans under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, except loans with revolving privileges, which are outside the scope of this guidance, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. Loans accounted for under FASB ASC Topic 310-30 are referred to as purchased impaired loans. For more information on First Financial's accounting for covered loans, see Note 1 - Summary of Significant Accounting Policies.

Purchased impaired loans are not classified as nonperforming assets as the loans are considered to be performing under FASB ASC Topic 310-30. Therefore, interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all covered purchased impaired loans.

First Financial Bancorp 2012 Annual Report 79

Notes To Consolidated Financial Statements

The following table reflects the carrying value of all covered purchased impaired and nonimpaired loans as of December 31:

	2012						2011
(Dollars in thousands)	Loans Accounted For Under FASB ASC Topic 310-30		Loans excluded from FASB ASC Topic 310-30		Total Purchased Loans		Loans Accounted For Under FASB ASC Topic 310-30		Loans Excluded From FASB ASC Topic 310-30 (1)		Total Purchased Loans
Commercial	$	94,775	$	7,351	$	102,126	$	182,625	$	13,267	$	195,892
Real estate - construction	10,631		0		10,631		17,120		0		17,120
Real estate - commercial	458,066		7,489		465,555		627,257		9,787		637,044
Real estate - residential	100,694		0		100,694		121,117		0		121,117
Installment	7,911		763		8,674		12,123		1,053		13,176
Home equity	2,080		55,378		57,458		4,146		60,832		64,978
Other covered loans	0		2,978		2,978		0		3,917		3,917
Total covered loans	$	674,157	$	73,959	$	748,116	$	964,388	$	88,856	$	1,053,244

The outstanding balance of loans accounted for under FASB ASC Topic 310-30, including contractual principal, interest, fees and penalties, was $1.1 billion and $1.6 billion as of December 31, 2012 and December 31, 2011, respectively.

Changes in the carrying amount of accretable difference for covered purchased impaired loans for the years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	344,410		$	509,945		$	623,669
Reclassification from non-accretable difference	29,606			39,079			97,808
Accretion	(91,485		)	(125,524		)	(139,356		)
Other net activity (1)	(57,837		)	(79,090		)	(72,176		)
Balance at end of year	$	224,694		$	344,410		$	509,945

⁽¹⁾   Includes the impact of loan repayments and charge-offs.

First Financial reviewed its forecast of expected cash flows for covered purchased impaired loans periodically throughout 2012. The Company recognized improvement in the cash flow expectations related to certain loan pools resulting in the reclassification from nonaccretable to accretable difference of $29.6 million, $39.1 million and $97.8 million during 2012, 2011 and 2010, respectively. These reclassifications resulted in yield adjustments on these loan pools on a prospective basis. The Company also recognized declines in the cash flow expectations of certain loan pools. Any decline in expected cash flows for a pool of loans is considered impairment and recorded as provision expense, and a related allowance for loan and lease losses on covered loans, on a discounted basis during the period. Improved cash flow expectations for loan pools that were impaired during prior periods is first recorded as a reversal of previously recorded impairment and then as an increase in prospective yield when all previously recorded impairment has been recaptured. For further detail on impairment and provision expense related to covered purchased impaired loans, see "Covered Loans" in Note 12 - Allowance for Loan and Lease Losses.

Credit Quality. For further discussion of First Financial's monitoring of credit quality for commercial and consumer loans, including discussion of the risk attributes noted below, please see Note 10 - Loans.

80 First Financial Bancorp 2012 Annual Report

Covered commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	48,213	$	2,304	$	213,143	$	263,660
Special Mention	16,293		7		70,894		87,194
Substandard	35,596		8,320		181,345		225,261
Doubtful	2,024		0		173		2,197
Total	$	102,126	$	10,631	$	465,555	$	578,312

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	100,694	$	8,674	$	53,231	$	2,967	$	165,566
Nonperforming	0		0		4,227		11		4,238
Total	$	100,694	$	8,674	$	57,458	$	2,978	$	169,804

	As of December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	113,201	$	2,506	$	340,889	$	456,596
Special Mention	22,468		3,597		63,880		89,945
Substandard	52,103		11,017		230,870		293,990
Doubtful	8,120		0		1,405		9,525
Total	$	195,892	$	17,120	$	637,044	$	850,056

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	121,117	$	13,176	$	63,231	$	3,899	$	201,423
Nonperforming	0		0		1,747		18		1,765
Total	$	121,117	$	13,176	$	64,978	$	3,917	$	203,188

Covered loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment.

First Financial Bancorp 2012 Annual Report 81

Notes To Consolidated Financial Statements

Delinquency. Covered loan delinquency, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of December 31, 2012
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days  past due and still accruing
Loans
Commercial	$	351	$	148	$	3,781	$	4,280	$	3,071	$	7,351	$	0
Real estate - commercial	138		1,149		2,201		3,488		4,001		7,489		0
Installment	0		0		0		0		763		763		0
Home equity	286		296		3,697		4,279		51,099		55,378		0
All other	19		26		42		87		2,891		2,978		31
Total	$	794	$	1,619	$	9,721	$	12,134	$	61,825	$	73,959	$	31

	As of December 31, 2011
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days  past due and still accruing
Loans
Commercial	$	73	$	294	$	6,490	$	6,857	$	6,410	$	13,267	$	0
Real estate - commercial	184		0		1,870		2,054		7,733		9,787		0
Installment	0		0		0		0		1,053		1,053		0
Home equity	1,344		11		1,679		3,034		57,798		60,832		0
All other	10		6		125		141		3,776		3,917		107
Total	$	1,611	$	311	$	10,164	$	12,086	$	76,770	$	88,856	$	107

Nonaccrual. Covered purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or prospective yield adjustments.

Similar to uncovered loans, covered loans accounted for outside FASB ASC Topic 310-30 are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are placed on nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as, insufficient collateral value. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed in nonaccrual status. Any payments received while a loan is in nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

82 First Financial Bancorp 2012 Annual Report

Information as to covered nonaccrual loans was as follows:

(Dollars in thousands)	2012		2011		2010
Principal balance
Nonaccrual loans
Commercial	$	4,498	$	7,203	$	16,190
Real estate-commercial	2,986		2,192		2,074
Home equity	4,227		1,747		1,491
All other	11		18		0
Total	$	11,722	$	11,160	$	19,755
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	673	$	1,020	$	1,453
Interest included in income	85		58		398
Net impact on interest income	$	588	$	962	$	1,055

Impaired Loans. Covered loans placed on nonaccrual status, excluding loans accounted for under FASB ASC Topic 310-30, are considered impaired. First Financial’s investment in covered impaired loans, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of December 31, 2012
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	4,498	$	4,660	$	0	$	4,526	$	62
Real estate - commercial	2,986		3,216		0		2,153		18
Home equity	4,227		5,260		0		2,006		5
All other	11		11		0		13		0
Total	$	11,722	$	13,147	$	0	$	8,698	$	85

	As of December 31, 2011
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	7,203	$	10,152	$	0	$	9,873	$	47
Real estate - commercial	2,192		4,002		0		2,504		5
Home equity	1,747		2,878		0		1,559		6
All other	18		18		0		9		0
Total	$	11,160	$	17,050	$	0	$	13,945	$	58

First Financial Bancorp 2012 Annual Report 83

Notes To Consolidated Financial Statements

	As of December 31, 2010
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	16,190	$	18,346	$	0	$	12,324	$	316
Real estate - commercial	2,074		5,412		0		3,910		14
Installment	0		0		0		255		0
Home equity	1,491		3,137		0		1,597		68
Total	$	19,755	$	26,895	$	0	$	18,086	$	398

Covered OREO. Covered OREO is comprised of properties acquired by the Company through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem covered loans. These properties remain subject to loss sharing agreements whereby the FDIC reimburses First Financial for the majority of any losses incurred. The acquired properties are recorded at the lower of cost or fair value upon acquisition. Losses arising at the time of acquisition of such properties are charged against the allowance for loan and lease losses. Subsequent write-downs in the carrying value of covered OREO properties are expensed as incurred. Estimated reimbursements due from the FDIC under loss sharing agreements related to any losses upon acquisition or subsequent write-downs in the carrying value of covered OREO are recorded as noninterest income and an increase to the FDIC indemnification asset in the same period. Improvements to the properties may be capitalized if the improvements contribute to the overall value of the property, but may not be capitalized in excess of the net realizable value of the property.

Changes in covered OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2012		2011		2010
Balance at beginning of year	$	44,818	$	35,257	$	12,916
Additions
Commercial	16,759		46,880		22,237
Residential	3,916		2,753		9,827
Total additions	20,675		49,633		32,064
Disposals
Commercial	27,044		26,693		4,744
Residential	2,820		7,849		4,536
Total disposals	29,864		34,542		9,280
Write-downs
Commercial	5,872		4,407		414
Residential	895		1,123		29
Total write-downs	6,767		5,530		443
Balance at end of year	$	28,862	$	44,818	$	35,257

12. Allowance for Loan and Lease Losses

Loans, excluding covered loans. For each reporting period, management maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change.

84 First Financial Bancorp 2012 Annual Report

In the commercial portfolio, which includes commercial loans, construction and commercial real estate loans and lease financing, impaired loan relationships greater than $250,000 are evaluated to determine the need for a specific allowance based on the borrower's overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral. Loans are considered impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.

The allowance for non-impaired commercial loans and impaired commercial loan relationships less than $250,000 includes a process of estimating the probable losses inherent in the portfolio by category, based on First Financial's internal system of credit risk ratings and historical loss data. These estimates may also be adjusted for management's estimate of probable losses on specific loan types dependent upon trends in the values of the underlying collateral, delinquent and nonaccrual loans, prevailing economic conditions, changes in lending strategies and other influencing factors.

With the exception of loans modified as TDRs, consumer loans are evaluated by loan type (i.e., residential real estate, installment, etc.), as these loans exhibit homogeneous characteristics. The allowance for consumer loans, which includes residential real estate, installment, home equity, credit card loans and overdrafts, is established by estimating losses inherent in each particular category of consumer loans. The estimate of losses is primarily based on historical loss rates for each category, as well as trends in delinquent and nonaccrual loans, prevailing economic conditions and other significant influencing factors. Consumer loans modified as TDRs greater than $100,000 are individually reviewed to determine if a specific allowance is necessary.

There were no material changes to First Financial's accounting policies or methodology related to the allowance for loan and lease losses during 2012, however certain modifications were made to the estimation process in the third quarter of 2012 to place greater emphasis on quantitative factors such as historical loan losses and less emphasis on qualitative factors. This resulted in a shift in the allocation of the allowance between certain consumer and commercial loan types but had no significant impact on the total allowance for loan and lease losses at December 31, 2012.

The allowance is increased by provisions charged to expense and decreased by actual charge-offs, net of recoveries of amounts previously charged-off. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral.

Changes in the allowance for loan and lease losses for the three years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	52,576		$	57,235		$	59,311
Provision for loan losses	19,117			19,210			33,564
Loans charged-off	(25,312		)	(25,798		)	(38,351		)
Recoveries	1,396			1,929			2,711
Balance at end of year	$	47,777		$	52,576		$	57,235

First Financial Bancorp 2012 Annual Report 85

Notes To Consolidated Financial Statements

Changes in the allowance for loan and lease losses by loan category as of December 31 were as follows:

	2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential		Installment			Home Equity			Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	10,289	$	4,424	$	18,228	$	4,994	$	1,659		$	10,751		$	2,231	$	52,576
Provision for loan and lease losses	1,556		1,528		16,670		346		(883		)	(2,032		)	1,932		19,117
Gross charge-offs	4,312		2,684		11,012		1,814		577			3,661			1,252		25,312
Recoveries	393		0		265		73		323			115			227		1,396
Total net charge-offs	3,919		2,684		10,747		1,741		254			3,546			1,025		23,916
Ending allowance for loan and lease losses	$	7,926	$	3,268	$	24,151	$	3,599	$	522		$	5,173		$	3,138	$	47,777
Ending allowance on loans individually evaluated for impairment	$	1,151	$	838	$	7,155	$	290	$	0		$	2		$	92	$	9,528
Ending allowance on loans collectively evaluated for impairment	6,775		2,430		16,996		3,309		522			5,171			3,046		38,249
Ending allowance for loan and lease losses	$	7,926	$	3,268	$	24,151	$	3,599	$	522		$	5,173		$	3,138	$	47,777
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	16,661	$	2,076	$	35,422	$	2,604	$	0		$	101		$	496	$	57,360
Ending balance of loans collectively evaluated for impairment	844,372		71,441		1,381,586		315,606		56,810			367,399			84,490		3,121,704
Total loans, excluding covered loans	$	861,033	$	73,517	$	1,417,008	$	318,210	$	56,810		$	367,500		$	84,986	$	3,179,064

	2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential			Installment			Home Equity		Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	10,138	$	8,326	$	14,917	$	8,907		$	1,981		$	10,939	$	2,027	$	57,235
Provision for loan and lease losses	2,825		2,345		13,384		(2,407		)	(159		)	1,878		1,344		19,210
Gross charge-offs	3,436		6,279		10,382		1,551			526			2,183		1,441		25,798
Recoveries	762		32		309		45			363			117		301		1,929
Total net charge-offs	2,674		6,247		10,073		1,506			163			2,066		1,140		23,869
Ending allowance for loan and lease losses	$	10,289	$	4,424	$	18,228	$	4,994		$	1,659		$	10,751	$	2,231	$	52,576
Ending allowance on loans individually evaluated for impairment	$	3,205	$	2,578	$	6,441	$	313		$	0		$	2	$	0	$	12,539
Ending allowance on loans collectively evaluated for impairment	7,084		1,846		11,787		4,681			1,659			10,749		2,231		40,037
Ending allowance for loan and lease losses	$	10,289	$	4,424	$	18,228	$	4,994		$	1,659		$	10,751	$	2,231	$	52,576
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	8,351	$	17,387	$	30,708	$	3,730		$	0		$	101	$	0	$	60,277
Ending balance of loans collectively evaluated for impairment	848,630		97,587		1,202,359		284,250			67,543			358,859		48,942		2,908,170
Total loans, excluding covered loans	$	856,981	$	114,974	$	1,233,067	$	287,980		$	67,543		$	358,960	$	48,942	$	2,968,447

86 First Financial Bancorp 2012 Annual Report

	2010
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential		Installment		Home Equity		Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	18,590	$	8,143	$	15,190	$	5,308	$	2,159	$	8,063	$	1,858	$	59,311
Provision for loan and lease losses	4,252		8,778		6,836		5,268		457		6,183		1,790		33,564
Gross charge-offs	13,324		8,619		8,191		1,693		1,154		3,499		1,871		38,351
Recoveries	620		24		1,082		24		519		192		250		2,711
Total net charge-offs	12,704		8,595		7,109		1,669		635		3,307		1,621		35,640
Ending allowance for loan and lease losses	$	10,138	$	8,326	$	14,917	$	8,907	$	1,981	$	10,939	$	2,027	$	57,235
Ending allowance on loans individually evaluated for impairment	$	2,017	$	3,716	$	4,347	$	336	$	0	$	0	$	0	$	10,416
Ending allowance on loans collectively evaluated for impairment	8,121		4,610		10,570		8,571		1,981		10,939		2,027		46,819
Ending allowance for loan and lease losses	$	10,138	$	8,326	$	14,917	$	8,907	$	1,981	$	10,939	$	2,027	$	57,235
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	12,175	$	19,294	$	31,260	$	5,420	$	0	$	0	$	0	$	68,149
Ending balance of loans collectively evaluated for impairment	788,078		144,249		1,108,671		263,753		69,711		341,310		32,172		2,747,944
Total loans, excluding covered loans	$	800,253	$	163,543	$	1,139,931	$	269,173	$	69,711	$	341,310	$	32,172	$	2,816,093

Covered loans. In accordance with the accounting guidance for business combinations, there was no allowance brought forward on covered loans as any credit deterioration evident in the loans at the time of acquisition was included in the determination of the fair value of the loans at the acquisition date.

The majority of covered loans are accounted for under FASB ASC Topic 310-30, whereby First Financial is required to periodically re-estimate the expected cash flows on the loans. For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial grouped acquired loans into pools based on common risk characteristics. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense, and a related allowance for loan and lease losses on covered loans, on a discounted basis during the period. Estimated reimbursements due from the FDIC under loss sharing agreements related to any declines in expected cash flows for a pool of loans are recorded as noninterest income and an increase to the FDIC indemnification asset in the same period. Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool and a related adjustment to the yield on the FDIC indemnification asset.

First Financial performs periodic valuation procedures to re-estimate the expected cash flows on covered loans accounted for under FASB ASC Topic 310-30 and compare the present value of expected cash flows to the carrying value of the loans at the pool level. In order to estimate expected cash flows, First Financial specifically reviews a sample of these covered loans to assist in the determination of appropriate probability of default and loss given default assumptions to be applied to the remainder of the portfolio. The estimate of expected cash flows may also be adjusted for management's estimate of probable losses on specific loan types dependent upon trends in observable market and industry data, such as prepayment speeds and collateral values. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

First Financial updated the valuations related to covered loans periodically during 2012 and, as a result of impairment in certain loan pools, recognized total provision expense of $30.9 million and realized net charge-offs of $28.5 million, resulting in an allowance of $45.2 million as of December 31, 2012. During 2011, the Company recognized total provision expense of $64.1 million and realized net charge-offs of $37.7 million, resulting in an ending allowance of $42.8 million.  During 2010, the Company recognized total provision expense of $63.1 million and realized net charge-offs of $46.7 million, resulting in an ending allowance of $16.5 million. Additionally, the Company recognized expenses of $13.2 million for 2012, $12.8 million for 2011 and $1.5 million for 2010 primarily related to attorney fees, delinquent taxes, appraisals and losses on covered OREO during the period.  The receivable due from the FDIC under loss sharing agreements related to covered provision expense, losses on covered OREO and loss sharing expenses of $35.3 million for 2012, $60.9 million for 2011, and $51.8 million for 2010, was recognized as FDIC loss sharing income and a corresponding increase to the FDIC indemnification asset.

First Financial Bancorp 2012 Annual Report 87

Notes To Consolidated Financial Statements

The allowance for loan and lease losses on covered loans is presented in the tables below:

	December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Commercial		Residential		Installment		Total
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$	19,136	$	22,918	$	2,599	$	537	$	45,190
Ending allowance on acquired loans outside the scope of ASC 310-30	0		0		0		0		0
Ending allowance on covered loans	$	19,136	$	22,918	$	2,599	$	537	$	45,190

	December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Commercial		Residential		Installment		Total
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$	19,160	$	21,930	$	1,396	$	349	$	42,835
Ending allowance on acquired loans outside the scope of ASC 310-30	0		0		0		0		0
Ending allowance on covered loans	$	19,160	$	21,930	$	1,396	$	349	$	42,835

Changes in the allowance for loan and lease losses on covered loans for the three years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	42,835		$	16,493		$	0
Provision for loan and lease losses	30,903			64,081			63,144
Loans charged-off	(33,907		)	(45,604		)	(46,992		)
Recoveries	5,359			7,865			341
Balance at end of year	$	45,190		$	42,835		$	16,493

13. Premises and Equipment

Premises and equipment at December 31 were as follows:

(Dollars in thousands)	2012		2011
Land and land improvements	$	41,550	$	41,160
Buildings	107,939		104,835
Furniture and fixtures	63,248		57,857
Leasehold improvements	23,941		11,526
Construction in progress	4,653		13,502
	241,331		228,880
Less accumulated depreciation and amortization	94,615		90,784
Total	$	146,716	$	138,096

Rental expense recorded under operating leases in 2012, 2011 and 2010, was $7.5 million, $9.5 million and $9.2 million, respectively.

88 First Financial Bancorp 2012 Annual Report

First Financial's future minimum lease payments for operating leases are as follows: 

(Dollars in thousands)
2013	$	7,491
2014	7,126
2015	8,694
2016	5,100
2017	3,680
Thereafter	15,605
Total	$	47,696

14. Borrowings

Short-term borrowings on the Consolidated Balance Sheets include Repurchase Agreements utilized for corporate sweep accounts with cash management account agreements in place as well as overnight advances from the Federal Loan Home Bank (FHLB). All Repurchase Agreements are subject to the terms and conditions of Repurchase/Security Agreements between First Financial Bank and the client. To secure the Bank's liability to the client, First Financial Bank is authorized to sell or repurchase U.S. Treasury, government agency and mortgage-backed securities.

Short-term borrowings with the FHLB, which are utilized to manage the Company's normal liquidity needs, increased as a result of increased loan demand as well as deposit rationalization, banking center consolidation and investment portfolio strategies during 2012. Specifically, the Company initiated a deposit rationalization strategy during 2011 focused on improving core relationship profitability and reducing non-core relationship deposits. These deposit rationalization efforts, in addition to deposit attrition resulting from repricing certain acquired deposits and banking center consolidation activities, contributed to the higher level of short-term borrowings in 2012. Additionally, First Financial funded a portion of investment securities purchases in 2012 with short-term borrowings under a strategy to pre-fund the investment portfolio based on the portfolio’s expected cash flows over the next twelve months.

The following is a summary of short-term borrowings for the last three years:

	2012				2011				2010
(Dollars in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
At December 31,
Federal funds purchased and securities sold under agreements to repurchase	$	122,570	0.13	%	$	99,431	0.10	%	$	59,842	0.20	%
Federal Home Loan Bank borrowings	502,000		0.17	%	0		N/A		0		N/A
Total	$	624,570	0.16	%	$	99,431	0.10	%	$	59,842	0.20	%
Average for the year
Federal funds purchased and securities sold under agreements to repurchase	$	86,980	0.08	%	$	96,060	0.17	%	$	47,531	0.20	%
Federal Home Loan Bank borrowings	111,295		0.17	%	0		N/A		0		N/A
Total	$	198,275	0.13	%	$	96,060	0.17	%	$	47,531	0.20	%
Maximum month-end balances
Federal funds purchased and securities sold under agreements to repurchase	$	170,751			$	105,291			$	64,995
Federal Home Loan Bank borrowings	502,000				0				0

Long-term debt consists of FHLB long-term advances and repurchase agreements utilizing investment securities pledged as collateral. These instruments are primarily utilized to reduce overnight liquidity risk and to mitigate interest rate sensitivity on the Consolidated Balance Sheets. First Financial has $65.0 million in repurchase agreements which have remaining maturities

First Financial Bancorp 2012 Annual Report 89

Notes To Consolidated Financial Statements

of less than three years and a weighted average rate of 3.50%. Securities pledged as collateral in conjunction with the repurchase agreements are included within Investment securities available-for-sale on the Consolidated Balance Sheets.

FHLB advances, both short-term and long-term, must be collateralized with qualifying assets, typically certain commercial and residential real estate loans, as well as certain government and agency securities. For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB, and at December 31, 2012, had collateral pledged with a book value of $1.6 billion.

The following is a summary of First Financial's long-term debt:

	2012				2011
(Dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Federal Home Loan Bank	$	9,427	3.74	%	$	11,544	3.80	%
National Market Repurchase Agreement	65,000		3.50	%	65,000		3.50	%
Capital loan with municipality	775		0.00	%	0		0.00	%
Total long-term debt	$	75,202	3.49	%	$	76,544	3.55	%

As of December 31, 2012, the long-term debt matures as follows:

(Dollars in thousands)	FHLB		Repurchase Agreement
2013	$	28	$	12,500
2014	29		27,500
2015	28		25,000
2016	29		0
2017	28		0
Thereafter	9,285		0
Total	$	9,427	$	65,000

Other long-term debt on the Consolidated Balance Sheets previously consisted of junior subordinated debentures owed to unconsolidated subsidiary trusts. Capital securities were issued in the third quarter of 2003 by a statutory business trust, First Financial (OH) Statutory Trust II (Trust II). These debentures were first eligible for early redemption by First Financial in September 2008 and were fully redeemed on June 30, 2011.

The debenture qualified as Tier I capital under Federal Reserve Board guidelines, but had been limited to 25% of qualifying Tier I capital. After the early redemption, the Company has the capacity to issue approximately $161.1 million in additional qualifying debentures under these guidelines.

15. Income Taxes

Income tax expense consisted of the following components:

(Dollars in thousands)	2012			2011			2010
Current expense
Federal	$	45,571		$	46,270		$	38,572
State	4,956			6,493			5,590
Total current expense	50,527			52,763			44,162
Deferred (benefit) expense
Federal	(12,499		)	(12,836		)	(10,170		)
State	(1,586		)	(1,627		)	(1,290		)
Total deferred (benefit) expense	(14,085		)	(14,463		)	(11,460		)
Income tax expense	$	36,442		$	38,300		$	32,702

90 First Financial Bancorp 2012 Annual Report

The difference between the federal income tax rates, applied to income before income taxes, and the effective rates were due to the following:

(Dollars in thousands)	2012			2011			2010
Income taxes computed at federal statutory rate (35%) on income before income taxes	$	36,311		$	36,763		$	32,183
Tax-exempt income	(626		)	(586		)	(519		)
Bank-owned life insurance	(680		)	(612		)	(581		)
Tax credits	(1,200		)	(1,200		)	(1,596		)
State income taxes, net of federal tax benefit	2,191			3,163			2,795
Other	446			772			420
Income tax expense	$	36,442		$	38,300		$	32,702

The major components of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2012, and 2011, were as follows:

(Dollars in thousands)	2012			2011
Deferred tax assets
Allowance for loan and lease losses	$	35,107		$	36,030
Deferred compensation	496			556
Mark to market adjustment on loans and derivatives	128			177
Postretirement benefits other than pension liability	113			141
Accrued stock-based compensation	1,681			1,493
Other reserves	438			219
Other real estate owned write-downs	3,640			1,175
Accrued expenses	4,611			4,521
Other	1,094			1,157
Total deferred tax assets	47,308			45,469
Deferred tax liabilities
Tax depreciation greater than book depreciation	(7,997		)	(8,251		)
FHLB and FRB stock	(17,060		)	(17,060		)
Mortgage-servicing rights	(109		)	(339		)
Leasing activities	(1,919		)	(676		)
Deferred section 597 gain	(41,614		)	(62,421		)
Prepaid pension	(5,839		)	(1,454		)
Intangible assets	(10,214		)	(7,536		)
Deferred loan fees and costs	(1,737		)	(1,472		)
Prepaid expenses	(721		)	(1,310		)
Net unrealized gains on securities available-for-sale and derivatives	(7,682		)	(7,687		)
Fair value adjustments on acquisitions	(17,181		)	(14,945		)
Other	(1,803		)	(1,278		)
Total deferred tax liabilities	(113,876		)	(124,429		)
Total net deferred tax liability	$	(66,568	)	$	(78,960	)

At December 31, 2012, and 2011, First Financial had no FASB ASC Topic 740-10 unrecognized tax benefits recorded. First Financial does not expect the total amount of unrecognized tax benefits to significantly increase within the next twelve months.

First Financial regularly reviews its tax positions and establishes reserves for income tax-related uncertainties based on estimates of whether it is more likely than not that the tax uncertainty would be sustained upon challenge by the appropriate tax authorities which would then result in additional taxes, penalties and interest due.  These evaluations are inherently subjective as they require material estimates and may be susceptible to significant change.  Provision for tax reserves, if any, is included in

First Financial Bancorp 2012 Annual Report 91

Notes To Consolidated Financial Statements

income tax expense in the Consolidated Financial Statements. Management determined that no reserve for income tax-related uncertainties was necessary as of December 31, 2012 and 2011.

First Financial and its subsidiaries are subject to U.S. federal income tax as well as state and local income tax in several jurisdictions. Tax years prior to 2010 have been closed and are no longer subject to U.S. federal income tax examinations. The 2009 tax year had been under examination by the federal taxing authority and was closed during the second quarter of 2012 with no material impact to the Company's financia1 position and results of operations as a result of this examination. Tax years 2010 and 2011 remain open to examination by the federal taxing authority.

First Financial is no longer subject to state and local income tax examinations for years prior to 2009. Tax years 2009 through 2011 remain open to state and local examination by various other jurisdictions.

16. Accumulated Other Comprehensive Income (Loss)

Shareholders’ equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss).  The related tax effects allocated to other comprehensive income and accumulated other comprehensive income (loss) are as follows:

	December 31, 2012
	Total other comprehensive income									Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	214		$	(81	)	$	133		$	12,669		$	133		$	12,802
Unrealized loss on derivatives	(229		)	86			(143		)	0			(143		)	(143		)
Retirement obligation	4,495			(1,697		)	2,798			(34,136		)	2,798			(31,338		)
Foreign currency translation	25			0			25			(23		)	25			2
Total	$	4,505		$	(1,692	)	$	2,813		$	(21,490	)	$	2,813		$	(18,677	)

	December 31, 2011
	Total other comprehensive income									Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	5,792		$	(2,187	)	$	3,605		$	9,064		$	3,605		$	12,669
Unrealized loss on derivatives	628			(237		)	391			(391		)	391			0
Retirement obligation	(20,652		)	7,798			(12,854		)	(21,282		)	(12,854		)	(34,136		)
Foreign currency translation	(588		)	0			(588		)	565			(588		)	(23		)
Total	$	(14,820	)	$	5,374		$	(9,446	)	$	(12,044	)	$	(9,446	)	$	(21,490	)

	December 31, 2010
	Total other comprehensive income								Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect		Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	(1,485	)	$	325	$	(1,160	)	$	10,224		$	(1,160	)	$	9,064
Unrealized loss on derivatives	(2,089		)	767		(1,322		)	931			(1,322		)	(391		)
Retirement obligation	(46		)	525		479			(21,761		)	479			(21,282		)
Foreign currency translation	446			0		446			119			446			565
Total	$	(3,174	)	$	1,617	$	(1,557	)	$	(10,487	)	$	(1,557	)	$	(12,044	)

92 First Financial Bancorp 2012 Annual Report

17. Capital

Risk-Based Capital. First Financial and its subsidiary, First Financial Bank, are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action.

Quantitative measures established by regulation to ensure capital adequacy require First Financial to maintain minimum amounts and ratios as defined by the regulations of Total and Tier 1 capital to risk-weighted assets and to average assets. Management believes, as of December 31, 2012, that First Financial met all capital adequacy requirements to which it is subject. At December 31, 2012 and 2011, regulatory notifications categorized First Financial Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial Bank must maintain minimum Total risk-based capital, Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below. There have been no conditions or events since those notifications that management believes has changed the Company's category.

First Financial's Tier 1 capital is comprised of total shareholders' equity less unrealized gains and losses on investment securities available-for-sale, any amounts resulting from the application of FASB ASC Topic 715, Compensation-Retirement Benefits, recorded within accumulated other comprehensive income (loss), intangible assets and any valuation related to mortgage servicing rights. Prior to June 30, 2011, First Financial's Tier I capital included junior subordinated debentures which were redeemed on June 30, 2011. Total risk-based capital consists of Tier 1 capital plus the qualifying allowance for loan and lease losses and gross unrealized gains on equity securities.

For purposes of calculating the leverage ratio, average assets represents quarterly average assets less assets ineligible for total risk-based capital including all or portions of intangibles, mortgage servicing assets and allowance for loan and lease losses.

Actual and required capital amounts and ratios at year-end are presented in the table that follows.

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective  Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2012
Total capital to risk-weighted assets
Consolidated	$	686,961	17.60	%	$	312,328	8.00	%	N/A		N/A
First Financial Bank	586,023		15.04	%	311,618		8.00	%	$	389,523	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	637,176		16.32	%	156,164		4.00	%	N/A		N/A
First Financial Bank	529,196		13.59	%	155,809		4.00	%	233,714		6.00	%
Tier 1 capital to average assets
Consolidated	637,176		10.25	%	248,761		4.00	%	N/A		N/A
First Financial Bank	529,196		8.52	%	248,408		4.00	%	310,511		5.00	%

First Financial Bancorp 2012 Annual Report 93

Notes To Consolidated Financial Statements

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective  Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2011
Total capital to risk-weighted assets
Consolidated	$	683,255	18.74	%	$	291,632	8.00	%	N/A		N/A
First Financial Bank	578,042		15.89	%	290,992		8.00	%	$	363,740	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	636,836		17.47	%	145,816		4.00	%	N/A		N/A
First Financial Bank	524,363		14.42	%	145,496		4.00	%	218,244		6.00	%
Tier 1 capital to average assets
Consolidated	636,836		9.87	%	258,122		4.00	%	N/A		N/A
First Financial Bank	524,363		8.13	%	258,035		4.00	%	322,543		5.00	%

Shelf Registrations. On April 28, 2011, First Financial filed a shelf registration on Form S-3 with the SEC. This shelf registration allows First Financial to raise capital from time to time through the sale of various types of securities, subject to approval by the Company's board of directors.

Share Repurchases. In October 2012, First Financial's board of directors approved a share repurchase plan under which the Company has the ability to repurchase up to 5,000,000 common shares. Under the plan, the Company expects to repurchase approximately 1,000,000 common shares annually. This annual target will be subject to market conditions and quarterly evaluation by the board as well as balance sheet composition and growth. The Company repurchased 460,500 shares under this plan during 2012. At December 31, 2012, 4,539,500 common shares remained available for purchase under this repurchase plan.

On January 25, 2000, the board of directors authorized First Financial to repurchase the number of common shares necessary to satisfy any restricted stock awards or stock options that were granted from time to time under the 1999 Stock Incentive Option Plan for Officers and Employees and the 1999 Stock Option Plan for Non-Employee Directors. In 2007, the plan was amended to allow for the purchase of shares for general corporate purposes. Under this plan, First Financial repurchased 1,612,285 shares in 2007, 276,000 shares in 2001, and 650,110 shares in 2000. The repurchase plan approved by the board of directors in 2000, and amended in 2007, was terminated with the approval of the October 2012 share repurchase plan discussed above.

18. Employee Benefit Plans

Pension Plan. First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees and uses a December 31 measurement date for the plan.

First Financial made no cash contributions to the pension plan in 2012.  First Financial does not expect to make a cash contribution to its pension plan in 2013.  As a result of the plan’s funding status and related actuarial projections, First Financial recorded pension-related income of $0.5 million and $1.3 million for 2012 and 2011, respectively, compared to pension-related expense of $2.0 million for 2010.

94 First Financial Bancorp 2012 Annual Report

The following tables set forth information concerning amounts recognized in First Financial's Consolidated Balance Sheets and Consolidated Statements of Income:

	December 31,
(Dollars in thousands)	2012			2011
Change in benefit obligation
Benefit obligation at beginning of year	$	63,910		$	52,312
Service cost	3,483			3,177
Interest cost	2,550			2,723
Actuarial loss	3,822			9,180
Benefits paid, excluding settlement	(6,087		)	(3,482		)
Benefit obligation at end of year	67,678			63,910
Change in plan assets
Fair value of plan assets at beginning of year	114,972			122,677
Actual return on plan assets	14,831			(4,223		)
Employer contribution	0			0
Benefits paid, excluding settlement	(6,087		)	(3,482		)
Fair value of plan assets at end of year	123,716			114,972
Amounts recognized in the Consolidated Balance Sheets
Assets	56,038			51,062
Liabilities	0			0
Net amount recognized	$	56,038		$	51,062
Amounts recognized in accumulated other comprehensive income (loss)
Net actuarial loss	$	54,471		$	59,390
Net prior service cost	(4,119		)	(4,542		)
Deferred tax assets	(19,014		)	(20,712		)
Net amount recognized	$	31,338		$	34,136
Change in accumulated other comprehensive income (loss)	$	(2,798	)	$	12,854
Accumulated benefit obligation	$	64,273		$	60,485

First Financial Bancorp 2012 Annual Report 95

Notes To Consolidated Financial Statements

Components of net periodic benefit cost
	December 31,
(Dollars in thousands)	2012			2011			2010
Service cost	$	3,483		$	3,177		$	2,590
Interest cost	2,550			2,723			2,711
Expected return on assets	(9,055		)	(9,020		)	(4,932		)
Amortization of prior service cost	(423		)	(423		)	(423		)
Recognized net actuarial loss	2,964			2,194			2,065
Net periodic benefit (income) cost	(481		)	(1,349		)	2,011
Other changes recognized in accumulated other comprehensive income
Net actuarial (gain) loss	(1,954		)	22,423			1,688
Amortization of prior service cost	423			423			423
Amortization of gain	(2,964		)	(2,194		)	(2,065		)
Total recognized in accumulated other comprehensive income	(4,495		)	20,652			46
Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	(4,976	)	$	19,303		$	2,057
Amount expected to be recognized in net periodic pension expense in the coming year
Amortization of loss	$	3,248		$	3,039		$	2,191
Amortization of prior service credit	(423		)	(423		)	(423		)

Weighted-average assumptions to determine
	December 31,
	2012		2011
Benefit obligations
Discount rate	3.73	%	4.22	%
Rate of compensation increase	3.50	%	3.50	%
Net periodic benefit cost
Discount rate	4.22	%	5.36	%
Expected return on plan assets	7.50	%	7.50	%
Rate of compensation increase	3.50	%	3.50	%

The determination of the overall expected long-term return on plan assets was based on the composition of plan assets and a consensus of estimates from similarly managed portfolios of expected future returns.

Plan assets are administered and managed by the Wealth Management division of First Financial Bank, N.A. Plan assets are invested in a broad range of equity, fixed income and cash securities, consisting entirely of publicly traded individual stocks and bonds and publicly traded mutual funds and exchange traded funds. The pension plan does not directly own any shares of First Financial common stock or any other First Financial security or product.

The investment objective of the Plan is to structure the assets to, as much as feasible, mirror the liabilities of the Plan. The current target asset allocation set by the Bank for the Plan is 60% equities and 40% fixed income, with the aim to use the fixed income component to match the identified near term and long term plan distributions and the equity component to generate growth of capital to meet other future Plan liabilities.

96 First Financial Bancorp 2012 Annual Report

The fair value of the plan assets as of December 31, 2012 by asset category is shown in the table that follows:

	Fair Value Measurements
(Dollars in thousands)	Total		Quoted Prices in  Active Markets  for  Identical Assets  (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Money market fund	$	1,338	$	1,338	$	0	$	0
U.S. Treasury securities	3,923		0		3,923		0
Securities of U.S. government agencies and corporations	1,543		0		1,543		0
Corporate bonds	6,983		0		6,983		0
Equity securities:
Common stock	20,899		20,899		0		0
Mutual funds	22,168		22,168		0		0
Exchange traded funds	66,844		66,844		0		0
Total	$	123,698	$	111,249	$	12,449	$	0

The fair value of the plan assets as of December 31, 2011 by asset category is shown below.

	Fair Value Measurements
(Dollars in thousands)	Total		Quoted Prices in  Active Markets  for  Identical Assets  (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Money market fund	$	1,551	$	1,551	$	0	$	0
U.S. Treasury securities	3,745		0		3,745		0
Securities of U.S. government agencies and corporations	2,019		0		2,019		0
Corporate bonds	7,249		0		7,249		0
Equity securities:
Common stock	19,368		19,368		0		0
Mutual funds	63,106		63,106		0		0
Exchange traded funds	17,756		17,756		0		0
Total	$	114,794	$	101,781	$	13,013	$	0

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. See Note 22 – Fair Value Disclosures for further information related to the framework for measuring fair value and the fair value hierarchy.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(Dollars in thousands)	Retirement Benefits
2012	$	4,176
2013	5,073
2014	4,945
2015	9,989
2016	4,831
Thereafter	31,779

First Financial Bancorp 2012 Annual Report 97

Notes To Consolidated Financial Statements

Thrift Plan. First Financial also sponsors a defined contribution 401(k) thrift plan which covers substantially all employees. Employees may contribute up to 50.0% of their earnings into the plan, not to exceed applicable limitations prescribed by the Internal Revenue Service. First Financial contributes $1.00 for every $1.00 an employee contributes up to 3.00% of the employee's earnings and then contributes $0.50 for every $1.00 thereafter, up to a maximum First Financial total contribution of 4.00% of the employee's earnings. All First Financial matching contributions vest immediately. First Financial contributions to the 401(k) plan are at the discretion of the board of directors. Total First Financial contributions to the 401(k) plan were $2.6 million during 2012, $2.7 million during 2011 and $2.6 million during 2010.

Bank-owned Life Insurance. First Financial has purchased life insurance policies on certain employees. The cash surrender value of these policies is carried as an asset on the Consolidated Balance Sheets in Accrued interest and other assets. The carrying value was $84.5 million and $85.9 million at December 31, 2012, and 2011, respectively.

19. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share:

(Dollars in thousands, except per share data)	2012		2011		2010
Numerator for basic and diluted earnings per share -income available to common shareholders:
Net income	$	67,303	$	66,739	$	59,251
Dividends on preferred stock	0		0		1,865
Income available to common shareholders	$	67,303	$	66,739	$	57,386
Denominator for basic earnings per share - weighted average shares	57,876,685		57,691,979		56,969,491
Effect of dilutive securities
Employee stock awards	873,293		907,428		913,809
Warrants	118,814		93,798		109,778
Denominator for diluted earnings per share - adjusted weighted average shares	58,868,792		58,693,205		57,993,078
Earnings per share available to common shareholders
Basic	$	1.16	$	1.16	$	1.01
Diluted	$	1.14	$	1.14	$	0.99

Warrants to purchase 465,117 shares of the Company's common stock were outstanding as of December 31, 2012, 2011 and 2010, respectively. These warrants, each representing the right to purchase one share of common stock, no par value per share, have an exercise price of $12.34 and expire on December 23, 2018.

Stock options and warrants, where the exercise price was greater than the average market price of the common shares, were not included in the computation of net income per diluted share as they would have been anti-dilutive.  These out-of-the-money options were 1,092,253, 420,076 and 41,426 at December 31, 2012, 2011 and 2010, respectively. 

20. Stock Options And Awards

First Financial follows the provisions of FASB ASC Topic 718, Compensation-Stock Compensation, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation expense over the service period for all awards expected to vest. Share-based compensation expense for stock options and restricted stock awards included in salaries and employee benefits expense for the year ended December 31, 2012, and 2011, was $4.2 million and $3.9 million, respectively. Total unrecognized compensation cost related to nonvested share-based compensation was $5.2 million at December 31, 2012 and is expected to be recognized over a weighted average period of 1.9 years .

As of December 31, 2012, First Financial had five stock-based compensation plans. The 1999 Stock Incentive Plan for Officers and Employees and the 1999 Stock Option Plan for Non-Employee Directors provided incentive stock options and

98 First Financial Bancorp 2012 Annual Report

stock awards to certain key employees and non-qualified stock options to non-employee directors (the "1999 Plans") of First Financial for up to 7,507,500 common shares. The options become exercisable at a rate of 25% per year on the anniversary date of the grant and remain outstanding for 10 years after the initial grant date. All options expire at the end of the exercise period. No additional awards may be granted under the 1999 Plans. On June 15, 2009, the shareholders approved the 2009 Employee Stock Plan and the 2009 Non-Employee Director Plan providing for the issuance of 1,500,000 shares and 75,000 shares, respectively. The 2009 Employee Stock Plan expired on June 15, 2012, and thus, no new awards may be granted under this plan. On May 22, 2012, First Financial shareholders approved the First Financial Bancorp. 2012 Stock Plan and amendments to the 2009 Non-Employee Director Plan. At December 31, 2012, there were 1,745,906 shares and 43,623 shares available for issuance under these plans, respectively.

First Financial utilizes the Black-Scholes valuation model to determine the fair value of its stock options. In addition to the stock option strike price, the Black-Scholes valuation model requires the use of the following assumptions: the expected dividend yield based on historical dividend payouts; the expected stock price volatility based on the historical volatility of Company stock for a period approximating the expected life of the options; the risk-free rate based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option; and the expected option life represented by the period of time the options are expected to be outstanding and is based on historical trends. No options were granted in 2012, 2011 or 2010.

Stock option activity for the year ended December 31, 2012, is summarized as follows:

(Dollars in thousands, except per share data)	Number of shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at beginning of year	2,364,926		$	13.99
Granted	0		0.00
Exercised	(302,824	)	12.95
Forfeited or expired	(70,727	)	14.66
Outstanding at end of year	1,991,375		$	14.13	3.9 years	$	2,673
Exercisable at end of year	1,991,375		$	14.13	3.9 years	$	2,673

The intrinsic value of stock options is defined as the difference between the current market value and the grant price. First Financial uses treasury shares purchased under the Company's share repurchase program to satisfy share-based exercises.

	2012		2011		2010
Total intrinsic value of options exercised	$	1,277	$	477	$	1,862
Cash received from exercises	$	320	$	150	$	272
Tax benefit from exercises	$	1,576	$	1,421	$	1,033

Restricted stock awards have historically been recorded as deferred compensation, a component of shareholders' equity, at the fair value of these awards at the grant date and amortized on a straight-line basis to salaries and benefits expense over the specified vesting periods, which is currently three years for employees and non-employee directors, but was four years prior to April 2010 for employees only. For awards granted to non-employee directors through 2010, the vesting of the awards only required a service period to be met.

Activity in restricted stock for the previous three years ended December 31 is summarized as follows:

First Financial Bancorp 2012 Annual Report 99

Notes To Consolidated Financial Statements

	2012				2011				2010
	Number of shares		Weighted  Average Grant Date Fair Value		Number of shares		Weighted  Average Grant Date Fair Value		Number of shares		Weighted  Average Grant Date Fair Value
Nonvested at beginning of year	518,736		$	15.99	485,498		$	15.63	401,934		$	12.05
Granted	290,706		17.00		261,356		16.02		235,964		20.00
Vested	(228,233	)	15.58		(200,525	)	14.87		(120,073	)	12.97
Forfeited	(62,453	)	16.61		(27,593	)	18.10		(32,327	)	12.93
Nonvested at end of year	518,756		$	16.65	518,736		$	15.99	485,498		$	15.63

The fair value of restricted stock is determined based on the number of shares granted and the quoted price of First Financial's common stock. The total fair value of restricted stock vested during 2012 was $3.6 million.

21. Loans to Related Parties

Loans to directors, executive officers, principal holders of First Financial’s common stock and certain related persons were as follows:

(Dollars in thousands)	2012			2011			2010
Beginning balance	$	10,599		$	10,375		$	16,047
Additions	1,791			1,297			1,533
Deductions	(1,964		)	(1,073		)	(7,205		)
Ending balance	$	10,426		$	10,599		$	10,375
Loans 90 days past due	$	0		$	0		$	0

Related parties of First Financial, as defined above, were clients of and had transactions with subsidiaries of First Financial in the ordinary course of business during the periods noted above. Additional transactions may be expected in the ordinary course of business in the future. All outstanding loans, commitments, financing leases, transactions in money market instruments and deposit relationships included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others, and did not involve more than a normal risk of collectibility or present other unfavorable features.

22. Fair Value Disclosures

Fair Value Measurement

The fair value framework as disclosed in the Fair Value Measurements and Disclosure Topic of the FASB ASC Topic 825, Financial Instruments (Fair Value Topic) includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2), and the lowest priority to unobservable inputs (Level 3).  When determining the fair value measurements for assets and liabilities, First Financial looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1.  When identical assets and liabilities are not traded in active markets, First Financial looks to market observable data for similar assets and liabilities and classifies such items as Level 2.  Certain assets and liabilities are not actively traded in observable markets and First Financial must use alternative techniques, based on unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.

Cash and short-term investments. The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term investments, such as federal funds sold, approximated the fair value of those instruments. The Company classifies cash and short-term investments in Level 1 of the fair value hierarchy.

100 First Financial Bancorp 2012 Annual Report

Investment securities. Investment securities classified as trading and available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar investment securities.  First Financial compiles prices from various sources who may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for the specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment securities not valued based upon the methods above are considered Level 3.

First Financial utilizes information provided by a third-party investment securities administrator in analyzing the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic.  The adminstrator’s evaluation of investment security portfolio pricing is performed using a combination of prices and data from other sources, along with internally developed matrix pricing models and assistance from the provider’s internal fixed income analysts and trading desk.  The adminstrator’s month-end pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, previous evaluation prices and between the various pricing services.  These processes produce a series of quality assurance reports on which price exceptions are identified, reviewed and where appropriate, securities are repriced.  In the event of a materially different price, the administrator will report the variance as a “price challenge” and review the pricing methodology in detail.  The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

First Financial reviews the pricing methodologies utilized by the administrator to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy. Further, the Company periodically validates the fair values for a sample of securities in the portfolio by comparing the fair values provided by the administrator to prices from other independent sources for the same or similar securities. First Financial analyzes unusual or significant variances and conducts additional research with the administrator, if necessary, and takes appropriate action based on its findings.

Loans held for sale. Loans held for sale are carried at the lower of cost or fair value.  These loans currently consist of one-to-four family residential real estate loans originated for sale to qualified third parties.  Fair value is based on the contractual price to be received from these third parties, which is not materially different than cost due to the short duration between origination and sale (Level 2).  As such, First Financial records any fair value adjustments on a nonrecurring basis.  Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest income in the Consolidated Statements of Income.

Loans, excluding covered loans. The fair value of commercial, commercial real estate, residential real estate and consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency.  The Company classifies the estimated fair value of uncovered loans as Level 3 in the fair value hierarchy.

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.  Impaired loans are valued at the lower of cost or fair value for purposes of determining the appropriate amount of impairment to be allocated to the allowance for loan and lease losses.  Fair value is generally measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The vast majority of the collateral is real estate.  The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower financial statements if not considered significant.  Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3).  Impaired loans allocated to the allowance for loan and lease losses are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

Covered loans. Fair values for covered loans accounted for under FASB ASC Topic 310-30 were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. These covered loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. First Financial estimated the cash flows expected to be collected on these loans based upon the expected remaining life of the underlying loans, which

First Financial Bancorp 2012 Annual Report 101

Notes To Consolidated Financial Statements

includes the effects of estimated prepayments. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

Fair values for covered loans accounted for outside of FASB ASC Topic 310-30 were estimated by discounting the future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency. The carrying amount of accrued interest approximates its fair value.

The Company classifies the estimated fair value of covered loans as Level 3 in the fair value hierarchy.

FDIC indemnification asset. The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets. Fair value of the FDIC indemnification asset was estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows while declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows.

The expected cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The Company classifies the estimated fair value of the indemnification asset as Level 3 in the fair value hierarchy.

Deposit liabilities. The fair value of demand deposits, savings accounts and certain money-market deposits was the amount payable on demand at the reporting date.  The carrying amounts for variable-rate certificates of deposit approximated their fair values at the reporting date.  The fair value of fixed-rate certificates of deposit was estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities.  The carrying amount of accrued interest approximates its fair value. The Company classifies the estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.

Borrowings. The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximate their fair values.  The Company classifies the estimated fair value of short-term borrowings as Level 1 of the fair value hierarchy.

The fair value of long-term debt is estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities.  Third-party valuations are used for long-term debt with embedded options, such as call features. The Company classifies the estimated fair value of long-term debt as Level 2 in the fair value hierarchy.

Commitments to extend credit and standby letters of credit. Pricing of these financial instruments is based on the credit quality and relationship, fees, interest rates, probability of funding and compensating balance and other covenants or requirements.  Loan commitments generally have fixed expiration dates, are variable rate and contain termination and other clauses which provide for relief from funding in the event that there is a significant deterioration in the credit quality of the client.  Many loan commitments are expected to expire without being drawn upon.  The rates and terms of the commitments to extend credit and the standby letters of credit are competitive with those in First Financial’s market area.  The carrying amounts are reasonable estimates of the fair value of these financial instruments.  Carrying amounts, which are comprised of the

unamortized fee income and, where necessary, reserves for any expected credit losses from these financial instruments, are immaterial.

Derivatives. The fair values of derivative instruments are based primarily on a net present value calculation of the cash flows related to the interest rate swaps at the reporting date, using primarily observable market inputs such as interest rate yield curves.  The discounted net present value calculated represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes a vendor-developed, proprietary model to value the credit risk component of both the derivative assets and liabilities.  The credit valuation adjustment is recorded as an adjustment to the fair value of the derivative asset or liability on the reporting date. Derivative instruments are classified as Level 2 in the fair value hierarchy.

102 First Financial Bancorp 2012 Annual Report

The estimated fair values of financial instruments not measured at fair value on either a recurring or nonrecurring basis in First Financial’s consolidated financial statements were as follows:

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
December 31, 2012
Financial assets
Cash and short-term investments	$	158,843	$	158,843	$	158,843	$	0	$	0
Investment securities held-to-maturity	770,755		778,474		0		778,474		0
Other investments	71,492		71,492		0		71,492		0
Loans held for sale	16,256		16,256		0		16,256		0
Loans, excluding covered loans	3,131,287		3,145,120		0		0		3,145,120
Covered loans	702,926		713,797		0		0		713,797
FDIC indemnification asset	119,607		106,380		0		0		106,380
Financial liabilities
Deposits
Noninterest-bearing	$	1,102,774	$	1,102,774	$	0	$	1,102,774	$	0
Interest-bearing demand	1,160,815		1,160,815		0		1,160,815		0
Savings	1,623,614		1,623,614		0		1,623,614		0
Time	1,068,637		1,072,201		0		1,072,201		0
Total deposits	4,955,840		4,959,404		0		4,959,404		0
Short-term borrowings	624,570		624,570		624,570		0		0
Long-term debt	75,202		78,941		0		78,941		0

First Financial Bancorp 2012 Annual Report 103

Notes To Consolidated Financial Statements

	Carrying		Estimated Fair Value
(Dollars in thousands)	Value		Total		Level 1		Level 2		Level 3
December 31, 2011
Financial assets
Cash and short-term investments	$	525,051	$	525,051	$	525,051	$	0	$	0
Investment securities held-to-maturity	2,664		2,893		0		2,893		0
Other investments	71,492		71,492		0		71,492		0
Loans held for sale	24,834		24,834		0		24,834		0
Loans, excluding covered loans	2,915,871		2,910,825		0		0		2,910,825
Covered loans	1,010,409		1,042,752		0		0		1,042,752
FDIC indemnification asset	173,009		151,114		0		0		151,114
Financial liabilities
Deposits
Noninterest-bearing	$	946,180	$	946,180	$	0	$	946,180	$	0
Interest-bearing demand	1,317,339		1,317,339		0		1,317,339		0
Savings	1,724,659		1,724,659		0		1,724,659		0
Time	1,654,662		1,664,457		0		1,664,457		0
Total deposits	5,642,840		5,652,635		0		5,652,635		0
Short-term borrowings	99,431		99,431		99,431		0		0
Long-term debt	76,544		81,168		0		81,168		0

104 First Financial Bancorp 2012 Annual Report

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Fair Value Measurements Using						Netting			Assets/Liabilities
(Dollars in thousands)	Level 1		Level 2		Level 3		Adjustments (1)			at Fair Value
December 31, 2012
Assets
Derivatives	$	0	$	24,135	$	0	$	(24,135	)	$	0
Available-for-sale investment securities	144		1,031,952		0		0			1,032,096
Total	$	144	$	1,056,087	$	0	$	(24,135	)	$	1,032,096
Liabilities
Derivatives	$	0	$	26,652	$	0	$	(24,135	)	$	2,517

	Fair Value Measurements Using						Netting			Assets/Liabilities
(Dollars in thousands)	Level 1		Level 2		Level 3		Adjustments (1)			at Fair Value
December 31, 2011
Assets
Derivatives	$	0	$	24,566	$	0	$	(24,566	)	$	0
Available-for-sale investment securities	141		1,441,705		0		0			1,441,846
Total	$	141	$	1,466,271	$	0	$	(24,566	)	$	1,441,846
Liabilities
Derivatives	$	0	$	28,123	$	0	$	(24,566	)	$	3,557

(1) Amounts represent the impact of legally enforceable master netting arrangements that allow First Financial to settle positive and negative positions and also cash collateral held with the same counterparties.

First Financial Bancorp 2012 Annual Report 105

Notes To Consolidated Financial Statements

Certain financial assets and liabilities are measured at fair value on a nonrecurring basis.  Adjustments to the fair market value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.  The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis were as follows:

	Fair Value Measurements Using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2012
Assets
Impaired loans (1)	$	0	$	0	$	19,564
OREO	0		0		5,651
Covered OREO	0		0		14,059

	Fair Value Measurements Using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2011
Assets
Impaired loans (1)	$	0	$	0	$	20,279
OREO	0		0		4,188
Covered OREO	0		0		6,412

(1) Amounts represent the fair value of collateral for impaired loans allocated to the allowance for loan and lease losses.  Fair values are determined using actual market prices (Level 1), independent third party valuations discounted as appropriate (Level 2) and borrower records discounted as appropriate (Level 3).

106 First Financial Bancorp 2012 Annual Report

23. First Financial Bancorp. (Parent Company Only) Financial Information

Balance Sheets

	December 31,
(Dollars in thousands)	2012		2011
Assets
Cash	$	106,196	$	111,657
Investment securities, available for sale	3,623		2,682
Subordinated notes from subsidiaries	7,500		7,500
Investment in subsidiaries
Commercial banks	575,701		573,295
Nonbanks	18,671		18,659
Total investment in subsidiaries	594,372		591,954
Premises and equipment	1,706		1,842
Other assets	15,058		14,889
Total assets	$	728,455	$	730,524
Liabilities
Dividends payable	$	16,869	$	16,196
Other liabilities	1,161		2,107
Total liabilities	18,030		18,303
Shareholders’ equity	710,425		712,221
Total liabilities and shareholders’ equity	$	728,455	$	730,524

Statements of Income

	Years Ended December 31,
(Dollars in thousands)	2012			2011			2010
Income
Interest income	$	55		$	70		$	192
Noninterest income	421			0			143
Dividends from subsidiaries	73,800			48,700			60,700
Total income	74,276			48,770			61,035
Expenses
Interest expense	0			391			1,221
Provision for loan and lease losses	0			739			(37		)
Salaries and employee benefits	4,612			4,449			3,377
Miscellaneous professional services	916			719			928
Other	5,209			5,240			3,190
Total expenses	10,737			11,538			8,679
Income before income taxes and equity in undistributed net earnings of subsidiaries	63,539			37,232			52,356
Income tax benefit	(3,869		)	(4,263		)	(3,162		)
Equity in undistributed (loss) earnings of subsidiaries	(105		)	25,244			3,733
Net income	$	67,303		$	66,739		$	59,251

First Financial Bancorp 2012 Annual Report 107

Notes To Consolidated Financial Statements

Statements of Cash Flows

	Years Ended December 31,
(Dollars in thousands)	2012			2011			2010
Operating activities
Net income	$	67,303		$	66,739		$	59,251
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed loss (earnings) of subsidiaries	105			(25,244		)	(3,733		)
Provision for loan and lease losses	0			739			(37		)
Depreciation and amortization	27			31			42
Stock-based compensation expense	4,186			3,935			3,084
Deferred income taxes	(207		)	(509		)	(569		)
Increase in dividends payable	673			10,342			710
Decrease in accrued expenses	(1,799		)	(10,003		)	(140		)
(Increase) decrease in other assets	(139		)	(241		)	170
Net cash provided by operating activities	70,149			45,789			58,778
Investing activities
Proceeds from calls and maturities of investment securities	0			158			0
Purchases of investment securities, available-for-sale	(474		)	(137		)	(290		)
Net decrease (increase) in loans	0			2,681			(1,743		)
Purchases of premises and equipment	0			0			(1,285		)
Other	109			514			(548		)
Net cash (used in) provided by investing activities	(365		)	3,216			(3,866		)
Financing activities
Redemption of junior subordinated debentures	0			(20,620		)	0
Cash dividends paid on common stock	(67,797		)	(35,312		)	(22,490		)
Cash dividends paid on preferred stock	0			0			(1,100		)
Treasury stock purchase	(6,806		)	0			0
Issuance of common stock	0			0			91,224
Payment to repurchase preferred stock	0			0			(80,000		)
Proceeds from exercise of stock options, net of shares purchased	320			63			272
Excess tax benefit on share-based compensation	438			259			535
Other	(1,400		)	478			(1,086		)
Net cash used in financing activities	(75,245		)	(55,132		)	(12,645		)
(Decrease) increase in cash	(5,461		)	(6,127		)	42,267
Cash at beginning of year	111,657			117,784			75,517
Cash at end of year	$	106,196		$	111,657		$	117,784

108 First Financial Bancorp 2012 Annual Report

Quarterly Financial And Common Stock Data (Unaudited)
	Three months ended
(Dollars in thousands, except per share data)	March 31		June 30		September 30		December 31
2012
Interest income	$	75,097	$	71,923	$	66,305	$	67,605
Interest expense	8,408		7,093		6,459		5,629
Net interest income	66,689		64,830		59,846		61,976
Provision for loan and lease losses - uncovered	3,258		8,364		3,613		3,882
Provision for loan and lease losses - covered	12,951		6,047		6,622		5,283
Noninterest income
Gain on sale of investment securities	0		0		2,617		1,011
FDIC loss sharing income	12,816		8,280		8,496		5,754
Accelerated discount on covered loans	3,645		3,764		3,798		2,455
All other	15,464		21,501		15,919		16,901
Total noninterest income	31,925		33,545		30,830		26,121
Noninterest expenses	55,778		57,459		55,286		53,474
Income before income taxes	26,627		26,505		25,155		25,458
Income tax expense	9,633		8,703		8,913		9,193
Net income	$	16,994	$	17,802	$	16,242	$	16,265
Earnings per common share:
Basic	$	0.29	$	0.31	$	0.28	$	0.28
Diluted	$	0.29	$	0.30	$	0.28	$	0.28
Cash dividends paid per common share	$	0.27	$	0.31	$	0.29	$	0.30
Market price
High	$	18.28	$	17.70	$	17.86	$	16.95
Low	$	16.11	$	14.88	$	15.58	$	13.90
2011
Interest income	$	80,063	$	77,817	$	75,952	$	74,985
Interest expense	12,728		11,950		10,734		9,509
Net interest income	67,335		65,867		65,218		65,476
Provision for loan and lease losses - uncovered	647		5,756		7,643		5,164
Provision for loan and lease losses - covered	26,016		23,895		7,260		6,910
Noninterest income
Gain on sale of investment securities	0		0		0		2,541
FDIC loss sharing income	23,435		21,643		8,377		7,433
Accelerated discount on covered loans	5,783		4,756		5,207		4,775
All other	14,440		14,719		14,531		14,891
Total noninterest income	43,658		41,118		28,115		29,640
Noninterest expenses	57,790		52,497		53,142		54,668
Income before income taxes	26,540		24,837		25,288		28,374
Income tax expense	9,333		8,864		9,670		10,433
Net income	$	17,207	$	15,973	$	15,618	$	17,941
Earnings per common share:
Basic	$	0.30	$	0.28	$	0.27	$	0.31
Diluted	$	0.29	$	0.27	$	0.27	$	0.31
Cash dividends paid per common share	$	0.10	$	0.12	$	0.12	$	0.27
Market price
High	$	18.91	$	17.20	$	17.12	$	17.06
Low	$	15.65	$	15.04	$	13.34	$	13.40

First Financial Bancorp common stock trades on the Nasdaq Stock Market under the symbol FFBC.

First Financial Bancorp 2012 Annual Report 109

Total Return to Shareholders

The following graph compares the five-year cumulative total return to shareholders of First Financial Bancorp common stock with that of companies that comprise the Nasdaq Composite Index and the KBW Regional Bank Index. The KBW Regional Bank Index is comprised of 50 bank holding companies headquartered throughout the country and is used frequently by investors when comparing First Financial Bancorp's stock performance to that of other similarly sized institutions. First Financial Bancorp is included in the KBW Regional Bank Index.

The following table assumes $100 invested on December 31, 2007 in First Financial Bancorp, the Nasdaq Composite Index and the KBW Regional Bank Index, and assumes that dividends are reinvested.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

AMONG FIRST FINANCIAL BANCORP, NASDAQ COMPOSITE INDEX

AND KBW REGIONAL BANK INDEX

	2007	2008	2009	2010	2011	2012
First Financial Bancorp	100.00	115.15	141.83	184.32	174.24	164.96
Nasdaq Composite Index	100.00	60.02	87.25	103.09	102.27	120.40
KBW Regional Bank Index	100.00	81.43	63.45	76.40	72.45	82.17

110 First Financial Bancorp 2012 Annual Report

shareholder information

2012 Annual Shareholder Meeting

The annual meeting of shareholders will be held on Tuesday, May 28, 2013, at 10:00 a.m. (EDT) at:

First Financial Bancorp

First Financial Center

255 East Fifth Street, Suite 2900

Cincinnati, OH 45202

Common Stock Listing

First Financial Bancorp’s common stock trades on the Nasdaq Stock Market under the symbol FFBC.

Registrar & Transfer Agent

Registrar and Transfer Company serves as the registrar and transfer agent for First Financial Bancorp common stock for registered shareholders. Shareholder account inquiries, including changes of address or ownership, transferring stock, and replacing lost certificates or dividend checks should be directed to Registrar and Transfer Company at:

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

1-800-368-5948

Shareholders of record can also access their shareholder account records and request information related to their shareholder account via the internet. To register for online account access, go to: www.rtco.com.

Dividend Reinvestment & Stock Purchase Plan

Shareholders of record holding 25 shares or more are eligible to participate in our Dividend Reinvestment Plan. Shareholders of record may elect to have cash dividends automatically reinvested in additional common shares and can also purchase additional common shares by making optional cash payments. To obtain a prospectus and authorization card to enroll in the plan, please visit the Investor Relations section of our website at www.bankatfirst.com/investor to print the documents or contact Investor Relations.

Investor Relations

Corporate and investor information, including news releases, webcasts, investor presentations, annual reports, proxy statements and SEC filings as well as information on the company’s corporate governance practices is available within the Investor Relations section of our website at www.bankatfirst.com/investor.

Shareholders, analysts and other investment professionals who would like corporate and financial information on First Financial Bancorp should contact:

Kenneth J. Lovik

Vice President, Investor Relations and Corporate Development

First Financial Bancorp

255 East Fifth Street, Suite 2900

Cincinnati, OH  45202

Phone: 513-979-5837

E-mail: kenneth.lovik@bankatfirst.com

Securities & Exchange Commission Filings

All reports filed electronically by First Financial Bancorp with the United States Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current event reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost within the Investor Relations section of our website at www.bankatfirst.com/investor, or by contacting Investor Relations. These filings are also accessible on the SEC’s website at www.sec.gov.

Media Requests

Members of the media should contact:

Jenny Keighley

Assistant Vice President, Media Relations Manager

First Financial Bancorp

255 East Fifth Street, Suite 700

Cincinnati, OH  45202

Phone: 513-979-5852

E-mail: jennifer.keighley@bankatfirst.com

First Financial Bancorp 2012 Annual Report 111

First Financial Bancorp First Financial Center 255 East Fifth Street, Suite 700 Cincinnati, OH 45202-4248 bankatfirst.com more shareholder return

EX-21

EXHIBIT 21

FIRST FINANCIAL BANCORP. SUBSIDIARIES (as of 12/31/12)

Name	State of Other Jurisdiction of Incorporation or Organization
First Financial Bank, National Association	Organized as a national banking association under the laws of the United States
First Financial Collateral, Inc.	Indiana
First Financial Equipment Finance, LLC	Ohio
First Financial Insurance Indiana, Inc.	Indiana
First Financial Insurance Holding Company	Ohio
First Financial Insurance, Inc.	Ohio
Irwin Commercial Finance Corporation	Indiana
Irwin Commercial Finance Corporation, Equipment Finance	Indiana
Irwin Equipment Lease Funding, LLC	Delaware
First Franchise Capital Corporation	Indiana
Irwin International Corporation	Edge Act
Irwin Commercial Finance Canada Corporation	Canada
Irwin Home Equity Corporation	Indiana
IHE Funding Corp. II	Delaware
Irwin Mortgage Corporation *	Indiana
Irwin Reinsurance Corporation *	Vermont
Irwin Union Realty Corporation	Indiana
FFBC Capco, Inc.	Indiana
FSWO Subsidiary, LLC	Indiana
MXG, Inc.	Ohio
NXG, LLC	Ohio
NZG, LLC	Ohio

* Deconsolidated for financial accounting purposes.

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 33-46819) pertaining to the First Financial Bancorp. 1991 Stock Incentive Plan and in the related Prospectus,

(2) Registration Statement (Form S-8 No. 333-86781) pertaining to the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees and in the related Prospectus,

(3) Registration Statement (Form S-8 No. 333-86781) pertaining to the First Financial Bancorp. 1999 Stock Incentive Plan for Non-Employee Directors and in the related Prospectus,

(4) Registration Statement (Form S-3 No. 333-35745) pertaining to the First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan and in the related Prospectus,

(5) Registration Statement (Form S-3 No. 333-156841) pertaining to the First Financial Bancorp. Fixed Rate Cumulative Perpetual Preferred Stock, Series A, common stock and common stock warrants, and in the related Prospectus,

(6) Registration Statement (Form S-3 No. 333-153751) pertaining to the First Financial Bancorp. shelf registration for the sale of securities and in the related Prospectus,

(7) Registration Statement (Form S-8 No. 333-168675) pertaining to the First Financial Bancorp. 2009 Employee Stock Plan and the First Financial Bancorp. 2009 Non-Employee Director Stock Plan and in the related Prospectus, and

(8) Registration Statement (Form S-3 No. 333-173780) pertaining to the First Financial Bancorp. shelf registration for the sale of securities and in the related Prospectus;

of our report dated February 25, 2013, with respect to the consolidated financial statements of First Financial Bancorp. and the effectiveness of internal control over financial reporting of First Financial Bancorp. incorporated by reference in this Annual Report (Form 10-K) of First Financial Bancorp. for the year ended December 31, 2012.

 /s/ Ernst & Young LLP

Cincinnati, Ohio

February 25, 2013

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Claude E. Davis, President and Chief Executive Officer of First Financial Bancorp., certify that:

1. I have reviewed this annual report on Form 10-K of First Financial Bancorp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	2/25/2013	/s/ Claude E. Davis
		Claude E. Davis President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Anthony M. Stollings, Executive Vice President and Chief Financial Officer of First Financial Bancorp., certify that:

1. I have reviewed this annual report on Form 10-K of First Financial Bancorp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	2/25/2013	/s/ Anthony M. Stollings
		Anthony M. Stollings Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the annual period ended December 31, 2012, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on February 25, 2013 (the “Report”), I, Claude E. Davis, President and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Claude E. Davis

Claude E. Davis

President and Chief Executive Officer

February 25, 2013

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the annual period ended December 31, 2012, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on February 25, 2013 (the “Report”), I, Anthony M. Stollings, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Anthony M. Stollings

Anthony M. Stollings

Executive Vice President and Chief Financial Officer

February 25, 2013

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PREMISES AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Premises and equipment at December 31 were as follows:

(Dollars in thousands)	2012		2011
Land and land improvements	$	41,550	$	41,160
Buildings	107,939		104,835
Furniture and fixtures	63,248		57,857
Leasehold improvements	23,941		11,526
Construction in progress	4,653		13,502
	241,331		228,880
Less accumulated depreciation and amortization	94,615		90,784
Total	$	146,716	$	138,096

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

First Financial's future minimum lease payments for operating leases are as follows: 

(Dollars in thousands)
2013	$	7,491
2014	7,126
2015	8,694
2016	5,100
2017	3,680
Thereafter	15,605
Total	$	47,696

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RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Restrictions On Cash And Due From Bank Accounts [Abstract]
Restricted Cash and Cash Equivalents	$ 2.0	$ 2.0
Average Restriction on Cash and Due From Bank Accounts	$ 41.3	$ 33.3

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FAIR VALUE DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2012

Estimated Fair Values of Financial Instruments

The estimated fair values of financial instruments not measured at fair value on either a recurring or nonrecurring basis in First Financial’s consolidated financial statements were as follows:

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
December 31, 2012
Financial assets
Cash and short-term investments	$	158,843	$	158,843	$	158,843	$	0	$	0
Investment securities held-to-maturity	770,755		778,474		0		778,474		0
Other investments	71,492		71,492		0		71,492		0
Loans held for sale	16,256		16,256		0		16,256		0
Loans, excluding covered loans	3,131,287		3,145,120		0		0		3,145,120
Covered loans	702,926		713,797		0		0		713,797
FDIC indemnification asset	119,607		106,380		0		0		106,380
Financial liabilities
Deposits
Noninterest-bearing	$	1,102,774	$	1,102,774	$	0	$	1,102,774	$	0
Interest-bearing demand	1,160,815		1,160,815		0		1,160,815		0
Savings	1,623,614		1,623,614		0		1,623,614		0
Time	1,068,637		1,072,201		0		1,072,201		0
Total deposits	4,955,840		4,959,404		0		4,959,404		0
Short-term borrowings	624,570		624,570		624,570		0		0
Long-term debt	75,202		78,941		0		78,941		0

	Carrying		Estimated Fair Value
(Dollars in thousands)	Value		Total		Level 1		Level 2		Level 3
December 31, 2011
Financial assets
Cash and short-term investments	$	525,051	$	525,051	$	525,051	$	0	$	0
Investment securities held-to-maturity	2,664		2,893		0		2,893		0
Other investments	71,492		71,492		0		71,492		0
Loans held for sale	24,834		24,834		0		24,834		0
Loans, excluding covered loans	2,915,871		2,910,825		0		0		2,910,825
Covered loans	1,010,409		1,042,752		0		0		1,042,752
FDIC indemnification asset	173,009		151,114		0		0		151,114
Financial liabilities
Deposits
Noninterest-bearing	$	946,180	$	946,180	$	0	$	946,180	$	0
Interest-bearing demand	1,317,339		1,317,339		0		1,317,339		0
Savings	1,724,659		1,724,659		0		1,724,659		0
Time	1,654,662		1,664,457		0		1,664,457		0
Total deposits	5,642,840		5,652,635		0		5,652,635		0
Short-term borrowings	99,431		99,431		99,431		0		0
Long-term debt	76,544		81,168		0		81,168		0

Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Fair Value Measurements Using						Netting			Assets/Liabilities
(Dollars in thousands)	Level 1		Level 2		Level 3		Adjustments (1)			at Fair Value
December 31, 2012
Assets
Derivatives	$	0	$	24,135	$	0	$	(24,135	)	$	0
Available-for-sale investment securities	144		1,031,952		0		0			1,032,096
Total	$	144	$	1,056,087	$	0	$	(24,135	)	$	1,032,096
Liabilities
Derivatives	$	0	$	26,652	$	0	$	(24,135	)	$	2,517

	Fair Value Measurements Using						Netting			Assets/Liabilities
(Dollars in thousands)	Level 1		Level 2		Level 3		Adjustments (1)			at Fair Value
December 31, 2011
Assets
Derivatives	$	0	$	24,566	$	0	$	(24,566	)	$	0
Available-for-sale investment securities	141		1,441,705		0		0			1,441,846
Total	$	141	$	1,466,271	$	0	$	(24,566	)	$	1,441,846
Liabilities
Derivatives	$	0	$	28,123	$	0	$	(24,566	)	$	3,557

(1) Amounts represent the impact of legally enforceable master netting arrangements that allow First Financial to settle positive and negative positions and also cash collateral held with the same counterparties.

Summary of Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis were as follows:

	Fair Value Measurements Using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2012
Assets
Impaired loans (1)	$	0	$	0	$	19,564
OREO	0		0		5,651
Covered OREO	0		0		14,059

	Fair Value Measurements Using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2011
Assets
Impaired loans (1)	$	0	$	0	$	20,279
OREO	0		0		4,188
Covered OREO	0		0		6,412

(1) Amounts represent the fair value of collateral for impaired loans allocated to the allowance for loan and lease losses.  Fair values are determined using actual market prices (Level 1), independent third party valuations discounted as appropriate (Level 2) and borrower records discounted as appropriate (Level 3).

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LOANS (excluding covered loans) - Nonaccrual, Restructured and Impaired Loans (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Interest included in income
Loans and Leases Receivable-Nonaccrual, future commitment to lend	$ 3,489	$ 0	$ 77
Non Covered Loans
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	50,930	54,299	62,302
Restructured loans - accrual status	10,856	4,009	3,508
Restructured loans - nonaccrual status	14,111	18,071	14,105
Total restructured loans	24,967	22,080	17,613
Total impaired loans	75,897	76,379	79,915
Interest income effect
Gross amount of interest that would have been recorded under original terms	4,842	5,500	5,462
Interest included in income
Nonaccrual loans	508	468	1,772
Restructured loans	617	299	521
Total interest included in income	1,125	767	2,293
Net impact on interest income	3,717	4,733	3,169
Non Covered Loans | Commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	10,562	7,809	13,729
Total impaired loans	18,521	10,482	13,729
Non Covered Loans | Real estate-construction
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	950	10,005	12,921
Total impaired loans	2,102	17,387	19,332
Non Covered Loans | Real estate-commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	31,002	28,349	28,342
Total impaired loans	39,796	34,520	34,124
Non Covered Loans | Residential Mortgage [Member]
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	5,045	5,692	4,607
Total impaired loans	11,178	11,331	10,027
Non Covered Loans | Installment
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	376	371	150
Total impaired loans	452	485	150
Non Covered Loans | Home equity
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	2,499	2,073	2,553
Total impaired loans	3,352	2,174	2,553
Non Covered Loans | Other Loans [Member]
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	496	0	0
Total impaired loans	$ 496

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RESTRICTIONS ON SUBSIDIARY DIVIDENDS, LOANS, OR ADVANCES (Details) (Subsidiaries [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Subsidiaries [Member]
Restrictions on Subsidiary Dividends, Loans or Advances [Line Items]
Retained Earnings, Unappropriated	$ 350.3
Amount Available for Dividend Distribution without Affecting Capital Adequacy Requirements	$ 29.1

XML

LOANS (covered) - Investment in Covered Impaired Loans, excluding Loans Accounted for under FASB ASC Topic 310-30 (Detail) (Loans with no related allowance recorded [member], Covered Loans, Loans Excluded from FASB ASC Topic 310-30, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financing Receivable, Impaired [Line Items]
Recorded Investment	$ 11,722	$ 11,160	$ 19,755
Unpaid Principal Balance	13,147	17,050	26,895
Related Allowance	0	0	0
Average Recorded Investment	8,698	13,945	18,086
Interest Income Recognized	85	58	398
Commercial Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	4,498	7,203	16,190
Unpaid Principal Balance	4,660	10,152	18,346
Related Allowance	0	0	0
Average Recorded Investment	4,526	9,873	12,324
Interest Income Recognized	62	47	316
Real estate-commercial
Financing Receivable, Impaired [Line Items]
Recorded Investment	2,986	2,192	2,074
Unpaid Principal Balance	3,216	4,002	5,412
Related Allowance	0	0	0
Average Recorded Investment	2,153	2,504	3,910
Interest Income Recognized	18	5	14
Installment
Financing Receivable, Impaired [Line Items]
Recorded Investment			0
Unpaid Principal Balance			0
Related Allowance			0
Average Recorded Investment			255
Interest Income Recognized			0
Home equity
Financing Receivable, Impaired [Line Items]
Recorded Investment	4,227	1,747	1,491
Unpaid Principal Balance	5,260	2,878	3,137
Related Allowance	0	0	0
Average Recorded Investment	2,006	1,559	1,597
Interest Income Recognized	5	6	68
Other Loans [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	11	18
Unpaid Principal Balance	11	18
Related Allowance	0	0
Average Recorded Investment	13	9
Interest Income Recognized	$ 0	$ 0

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STOCK OPTIONS AND AWARDS (Tables)

12 Months Ended

Dec. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

tock option activity for the year ended December 31, 2012, is summarized as follows:

(Dollars in thousands, except per share data)	Number of shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at beginning of year	2,364,926		$	13.99
Granted	0		0.00
Exercised	(302,824	)	12.95
Forfeited or expired	(70,727	)	14.66
Outstanding at end of year	1,991,375		$	14.13	3.9 years	$	2,673
Exercisable at end of year	1,991,375		$	14.13	3.9 years	$	2,673

Schedule of Cash Proceeds Received from Share-based Payment Awards [Table Text Block]

ntrinsic value of stock options is defined as the difference between the current market value and the grant price. First Financial uses treasury shares purchased under the Company's share repurchase program to satisfy share-based exercises.

	2012		2011		2010
Total intrinsic value of options exercised	$	1,277	$	477	$	1,862
Cash received from exercises	$	320	$	150	$	272
Tax benefit from exercises	$	1,576	$	1,421	$	1,033

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

Activity in restricted stock for the previous three years ended December 31 is summarized as follows:

	2012				2011				2010
	Number of shares		Weighted  Average Grant Date Fair Value		Number of shares		Weighted  Average Grant Date Fair Value		Number of shares		Weighted  Average Grant Date Fair Value
Nonvested at beginning of year	518,736		$	15.99	485,498		$	15.63	401,934		$	12.05
Granted	290,706		17.00		261,356		16.02		235,964		20.00
Vested	(228,233	)	15.58		(200,525	)	14.87		(120,073	)	12.97
Forfeited	(62,453	)	16.61		(27,593	)	18.10		(32,327	)	12.93
Nonvested at end of year	518,756		$	16.65	518,736		$	15.99	485,498		$	15.63

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Changes in the carrying amount of goodwill for the year ended December 31, 2011 are shown below. There were no changes recorded to goodwill during 2012.

(Dollars in thousands)
Balance at December 31, 2010	$	51,820
Goodwill acquired:
Liberty banking center acquisition	17,102
Flagstar banking center acquisition	26,128
Balance at December 31, 2011	$	95,050

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LOANS (covered) - Covered Commercial and Consumer Credit Exposure by Risk Attribute (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment [Line Items]
Commercial	$ 861,033	$ 856,981
Real Estate - Construction	73,517	114,974
Real Estate - Commercial	1,417,008	1,233,067
Real Estate Residential	318,210	287,980
Installment	56,810	67,543
Home equity	367,500	358,960
Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Commercial	102,126	195,892
Real Estate - Construction	10,631	17,120
Real Estate - Commercial	465,555	637,044
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	578,312	850,056
Real Estate Residential	100,694	121,117
Installment	8,674	13,176
Home equity	57,458	64,978
Other	2,978	3,917
Total	169,804	203,188
Covered Loans | Pass
Financing Receivable, Recorded Investment [Line Items]
Commercial	48,213	113,201
Real Estate - Construction	2,304	2,506
Real Estate - Commercial	213,143	340,889
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	263,660	456,596
Covered Loans | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Commercial	16,293	22,468
Real Estate - Construction	7	3,597
Real Estate - Commercial	70,894	63,880
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	87,194	89,945
Covered Loans | Substandard
Financing Receivable, Recorded Investment [Line Items]
Commercial	35,596	52,103
Real Estate - Construction	8,320	11,017
Real Estate - Commercial	181,345	230,870
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	225,261	293,990
Covered Loans | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Commercial	2,024	8,120
Real Estate - Construction	0	0
Real Estate - Commercial	173	1,405
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	2,197	9,525
Covered Loans | Performing
Financing Receivable, Recorded Investment [Line Items]
Real Estate Residential	100,694	121,117
Installment	8,674	13,176
Home equity	53,231	63,231
Other	2,967	3,899
Total	165,566	201,423
Covered Loans | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Real Estate Residential	0	0
Installment	0	0
Home equity	4,227	1,747
Other	11	18
Total	$ 4,238	$ 1,765

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LOANS (covered) - Additional Information (Detail) (Covered Loans, USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Reclassification from non-accretable difference	$ 29,606,000	$ 39,079,000	$ 97,808,000
Loans, Federal Deposit Insurance Corporation Reimbursement Percentage on Losses Below Threshold	80.00%
Loans, Federal Deposit Insurance Corporation Reimbursement Percentage on Losses Above Threshold	95.00%
Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Outstanding balance including contractual principal, interest, fees, and penalties	$ 1,100,000,000	$ 1,600,000,000

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BORROWINGS - Schedule of Long-term Debt (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Amount
FHLB long-term advances	$ 9,427	$ 11,544
Securities Sold under Agreements to Repurchase	65,000	65,000
Other Long-term Debt	775	0
Total long-term debt	75,202	76,544
Average Rate [Abstract]
Federal Home Loan Bank	3.74%	3.80%
Weighted average rate on repurchase agreements	3.50%	3.50%
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	0.00%	0.00%
Total long-term debt	3.49%	3.55%
Federal Home Loan Bank Advances [Member]
Amount
Total long-term debt	9,427
Maturities of Long-term Debt [Abstract]
2013	28
2014	29
2015	28
2016	29
2017	28
Thereafter	9,285
Securities Sold under Agreements to Repurchase [Member]
Amount
Total long-term debt	65,000
Maturities of Long-term Debt [Abstract]
2013	12,500
2014	27,500
2015	25,000
2016	0
2017	0
Thereafter	$ 0

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DERIVATIVES - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended			12 Months Ended
	Mar. 30, 2009	Sep. 30, 2012	Jun. 30, 2011	Dec. 31, 2010	Dec. 31, 2012 entity	Jul. 02, 2012	Dec. 31, 2011 entity
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Maximum derivative notional position as a percentage of assets					35.00%
Maximum credit exposure as a percentage of capital					3.00%
Maximum single counterparty credit risk exposure					$ 20.0
Total counterparty notional amount outstanding					509.1		396.4
Number of counterparties					8		7
Outstanding liability from counterparty contracts					26.0		27.3
Cash collateral posted with derivative counterparties					23.7		24.4
Trust preferred swap entered	20.0					35.0
Period of swap	10 years
Effective fixed derivative interest rate				6.20%
Swap terminated				20.0
Pre-tax loss included in accumulated other comprehensive income (loss)				(0.6)
Recognition of loss			$ 0.6
Derivative, Average Remaining Maturity		7 years			4 years 6 months

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LOANS (covered) - Covered Loan Delinquency, Excluding Loans Accounted for Under FASB ASC Topic 310-30 (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	$ 748,116,000	$ 1,053,244,000
Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	73,959,000	88,856,000
Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	102,126,000	195,892,000
Commercial | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7,351,000	13,267,000
Real estate-commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	465,555,000	637,044,000
Real estate-commercial | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7,489,000	9,787,000
Installment
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	8,674,000	13,176,000
Installment | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	763,000	1,053,000
Home equity
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	57,458,000	64,978,000
Home equity | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	55,378,000	60,832,000
All other
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2,978,000	3,917,000
All other | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2,978,000	3,917,000
Covered Loans | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	794,000	1,611,000
60 - 89 days past due	1,619,000	311,000
> 90 days past due	9,721,000	10,164,000
Total Past due	12,134,000	12,086,000
Current	61,825,000	76,770,000
Total	73,959,000	88,856,000
> 90 days past due and still accruing	31,000	107,000
Covered Loans | Commercial | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	351,000	73,000
60 - 89 days past due	148,000	294,000
> 90 days past due	3,781,000	6,490,000
Total Past due	4,280,000	6,857,000
Current	3,071,000	6,410,000
Total	7,351,000	13,267,000
> 90 days past due and still accruing	0	0
Covered Loans | Real estate-commercial | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	138,000	184,000
60 - 89 days past due	1,149,000	0
> 90 days past due	2,201,000	1,870,000
Total Past due	3,488,000	2,054,000
Current	4,001,000	7,733,000
Total	7,489,000	9,787,000
> 90 days past due and still accruing	0	0
Covered Loans | Installment | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	0	0
60 - 89 days past due	0	0
> 90 days past due	0	0
Total Past due	0	0
Current	763,000	1,053,000
Total	763,000	1,053,000
> 90 days past due and still accruing	0	0
Covered Loans | Home equity | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	286,000	1,344,000
60 - 89 days past due	296,000	11,000
> 90 days past due	3,697,000	1,679,000
Total Past due	4,279,000	3,034,000
Current	51,099,000	57,798,000
Total	55,378,000	60,832,000
> 90 days past due and still accruing	0	0
Covered Loans | All other | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	19,000	10,000
60 - 89 days past due	26,000	6,000
> 90 days past due	42,000	125,000
Total Past due	87,000	141,000
Current	2,891,000	3,776,000
Total	2,978,000	3,917,000
> 90 days past due and still accruing	$ 31,000	$ 107,000

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PREMISES AND EQUIPMENT - Schedule of Premises and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	$ 241,331,000	$ 228,880,000
Less accumulated depreciation and amortization	94,615,000	90,784,000
Total premises and equipment	146,716,000	138,096,000
Operating Leases, Rent Expense	7,500,000	9,500,000	9,200,000
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	41,550,000	41,160,000
Buildings [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	107,939,000	104,835,000
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	63,248,000	57,857,000
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	23,941,000	11,526,000
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	$ 4,653,000	$ 13,502,000

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ALLOWANCE FOR LOAN AND LEASE LOSSES - Changes in the Allowance for Loan and Lease Losses for the Previous Three Years (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Receivables [Abstract]
Balance at beginning of period	$ 52,576	$ 57,235	$ 59,311
Provision for loan and lease losses - uncovered	19,117	19,210	33,564
Loans charged off	(25,312)	(25,798)	(38,351)
Recoveries	1,396	1,929	2,711
Balance at end of period	$ 47,777	$ 52,576	$ 57,235

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PREMISES AND EQUIPMENT - Operating leases (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Operating Leased Assets [Line Items]
2012	$ 7,491
2013	7,126
2014	8,694
2015	5,100
2016	3,680
Thereafter	15,605
Total	$ 47,696

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LOANS (covered) - Covered Nonaccrual Loans (Detail) (Covered Loans, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	$ 11,722	$ 11,160	$ 19,755
Interest income effect
Gross amount of interest that would have been recorded under original terms	673	1,020	1,453
Interest included in income	85	58	398
Net impact on interest income	588	962	1,055
Commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	4,498	7,203	16,190
Real estate-commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	2,986	2,192	2,074
Home equity
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	4,227	1,747	1,491
All other
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	$ 11	$ 18	$ 0

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LOANS (excluding covered loans) - Investment in Impaired Loans (Detail) (Non Covered Loans, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financing Receivable, Impaired [Line Items]
Recorded Investment	$ 75,897	$ 76,379	$ 79,915
Contractual Principal Balance	89,728	101,881	100,511
Related Allowance	9,528	12,539	10,416
Average Recorded Investment	78,426	77,465	78,219
Interest Income Recognized	1,125	767	2,293
Commercial Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	18,521	10,482	13,729
Contractual Principal Balance	21,521	12,654	18,098
Related Allowance	1,151	3,205	2,017
Average Recorded Investment	14,687	11,020	17,855
Interest Income Recognized	376	77	305
Real estate-construction
Financing Receivable, Impaired [Line Items]
Recorded Investment	2,102	17,387	19,332
Contractual Principal Balance	2,840	25,034	26,719
Related Allowance	838	2,578	3,716
Average Recorded Investment	8,890	19,388	20,998
Interest Income Recognized	96	94	476
Real estate-commercial
Financing Receivable, Impaired [Line Items]
Recorded Investment	39,796	34,520	34,124
Contractual Principal Balance	47,262	49,075	41,459
Related Allowance	7,155	6,441	4,347
Average Recorded Investment	41,053	33,790	27,504
Interest Income Recognized	512	474	1,196
Residential Mortgage [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	11,178	11,331	10,027
Contractual Principal Balance	12,820	12,285	10,711
Related Allowance	290	313	336
Average Recorded Investment	10,741	10,478	9,338
Interest Income Recognized	119	103	236
Installment
Financing Receivable, Impaired [Line Items]
Recorded Investment	452	485	150
Contractual Principal Balance	556	526	179
Related Allowance	0	0	0
Average Recorded Investment	452	371	336
Interest Income Recognized	2	6	6
Home equity
Financing Receivable, Impaired [Line Items]
Recorded Investment	3,352	2,174	2,553
Contractual Principal Balance	4,233	2,307	3,345
Related Allowance	2	2	0
Average Recorded Investment	2,504	2,418	2,188
Interest Income Recognized	20	13	74
Other Loans [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	496
Contractual Principal Balance	496
Related Allowance	92	0	0
Average Recorded Investment	99
Interest Income Recognized	0
Impaired Financing Receivables With Related Allowance [Member] | Commercial Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	3,560	4,131	4,354
Contractual Principal Balance	4,252	4,267	6,090
Related Allowance	1,151	3,205	2,017
Average Recorded Investment	5,350	3,683	10,423
Interest Income Recognized	161	15	77
Impaired Financing Receivables With Related Allowance [Member] | Real estate-construction
Financing Receivable, Impaired [Line Items]
Recorded Investment	1,640	11,098	14,407
Contractual Principal Balance	2,168	13,905	18,261
Related Allowance	838	2,578	3,716
Average Recorded Investment	5,033	13,731	11,063
Interest Income Recognized	81	92	378
Impaired Financing Receivables With Related Allowance [Member] | Real estate-commercial
Financing Receivable, Impaired [Line Items]
Recorded Investment	24,014	19,521	16,693
Contractual Principal Balance	25,684	26,357	19,799
Related Allowance	7,155	6,441	4,347
Average Recorded Investment	25,499	15,484	13,391
Interest Income Recognized	235	225	392
Impaired Financing Receivables With Related Allowance [Member] | Residential Mortgage [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	1,956	2,692	4,173
Contractual Principal Balance	2,003	2,705	4,264
Related Allowance	290	313	336
Average Recorded Investment	2,278	3,630	2,727
Interest Income Recognized	38	37	152
Impaired Financing Receivables With Related Allowance [Member] | Installment
Financing Receivable, Impaired [Line Items]
Recorded Investment	0	0
Contractual Principal Balance	0	0
Related Allowance	0	0
Average Recorded Investment	0	15
Interest Income Recognized	0	1
Impaired Financing Receivables With Related Allowance [Member] | Home equity
Financing Receivable, Impaired [Line Items]
Recorded Investment	101	101
Contractual Principal Balance	101	101
Related Allowance	2	2
Average Recorded Investment	81	81
Interest Income Recognized	1	3
Impaired Financing Receivables With Related Allowance [Member] | Other Loans [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	170
Contractual Principal Balance	170
Related Allowance	92
Average Recorded Investment	34
Interest Income Recognized	0
Loans with no related allowance recorded [member] | Commercial Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	14,961	6,351	9,375
Contractual Principal Balance	17,269	8,387	12,008
Related Allowance	0	0	0
Average Recorded Investment	9,337	7,337	7,432
Interest Income Recognized	215	62	228
Loans with no related allowance recorded [member] | Real estate-construction
Financing Receivable, Impaired [Line Items]
Recorded Investment	462	6,289	4,925
Contractual Principal Balance	672	11,129	8,458
Related Allowance	0	0	0
Average Recorded Investment	3,857	5,657	9,935
Interest Income Recognized	15	2	98
Loans with no related allowance recorded [member] | Real estate-commercial
Financing Receivable, Impaired [Line Items]
Recorded Investment	15,782	14,999	17,431
Contractual Principal Balance	21,578	22,718	21,660
Related Allowance	0	0	0
Average Recorded Investment	15,554	18,306	14,113
Interest Income Recognized	277	249	804
Loans with no related allowance recorded [member] | Residential Mortgage [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	9,222	8,639	5,854
Contractual Principal Balance	10,817	9,580	6,447
Related Allowance	0	0	0
Average Recorded Investment	8,463	6,848	6,611
Interest Income Recognized	81	66	84
Loans with no related allowance recorded [member] | Installment
Financing Receivable, Impaired [Line Items]
Recorded Investment	452	485	150
Contractual Principal Balance	556	526	179
Related Allowance	0	0	0
Average Recorded Investment	452	356	336
Interest Income Recognized	2	5	6
Loans with no related allowance recorded [member] | Home equity
Financing Receivable, Impaired [Line Items]
Recorded Investment	3,251	2,073	2,553
Contractual Principal Balance	4,132	2,206	3,345
Related Allowance	0	0	0
Average Recorded Investment	2,423	2,337	2,188
Interest Income Recognized	19	10	74
Loans with no related allowance recorded [member] | Other Loans [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment	326
Contractual Principal Balance	326
Related Allowance	0
Average Recorded Investment	65
Interest Income Recognized	$ 0

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CAPITAL

12 Months Ended

Dec. 31, 2012

Banking and Thrift [Abstract]

CAPITAL

Capital

Risk-Based Capital. First Financial and its subsidiary, First Financial Bank, are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action.

Quantitative measures established by regulation to ensure capital adequacy require First Financial to maintain minimum amounts and ratios as defined by the regulations of Total and Tier 1 capital to risk-weighted assets and to average assets. Management believes, as of December 31, 2012, that First Financial met all capital adequacy requirements to which it is subject. At December 31, 2012 and 2011, regulatory notifications categorized First Financial Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial Bank must maintain minimum Total risk-based capital, Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below. There have been no conditions or events since those notifications that management believes has changed the Company's category.

First Financial's Tier 1 capital is comprised of total shareholders' equity less unrealized gains and losses on investment securities available-for-sale, any amounts resulting from the application of FASB ASC Topic 715, Compensation-Retirement Benefits, recorded within accumulated other comprehensive income (loss), intangible assets and any valuation related to mortgage servicing rights. Prior to June 30, 2011, First Financial's Tier I capital included junior subordinated debentures which were redeemed on June 30, 2011. Total risk-based capital consists of Tier 1 capital plus the qualifying allowance for loan and lease losses and gross unrealized gains on equity securities.

For purposes of calculating the leverage ratio, average assets represents quarterly average assets less assets ineligible for total risk-based capital including all or portions of intangibles, mortgage servicing assets and allowance for loan and lease losses.

Actual and required capital amounts and ratios at year-end are presented in the table that follows.

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective  Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2012
Total capital to risk-weighted assets
Consolidated	$	686,961	17.60	%	$	312,328	8.00	%	N/A		N/A
First Financial Bank	586,023		15.04	%	311,618		8.00	%	$	389,523	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	637,176		16.32	%	156,164		4.00	%	N/A		N/A
First Financial Bank	529,196		13.59	%	155,809		4.00	%	233,714		6.00	%
Tier 1 capital to average assets
Consolidated	637,176		10.25	%	248,761		4.00	%	N/A		N/A
First Financial Bank	529,196		8.52	%	248,408		4.00	%	310,511		5.00	%

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective  Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2011
Total capital to risk-weighted assets
Consolidated	$	683,255	18.74	%	$	291,632	8.00	%	N/A		N/A
First Financial Bank	578,042		15.89	%	290,992		8.00	%	$	363,740	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	636,836		17.47	%	145,816		4.00	%	N/A		N/A
First Financial Bank	524,363		14.42	%	145,496		4.00	%	218,244		6.00	%
Tier 1 capital to average assets
Consolidated	636,836		9.87	%	258,122		4.00	%	N/A		N/A
First Financial Bank	524,363		8.13	%	258,035		4.00	%	322,543		5.00	%

Shelf Registrations. On April 28, 2011, First Financial filed a shelf registration on Form S-3 with the SEC. This shelf registration allows First Financial to raise capital from time to time through the sale of various types of securities, subject to approval by the Company's board of directors.

Share Repurchases. In October 2012, First Financial's board of directors approved a share repurchase plan under which the Company has the ability to repurchase up to 5,000,000 common shares. Under the plan, the Company expects to repurchase approximately 1,000,000 common shares annually. This annual target will be subject to market conditions and quarterly evaluation by the board as well as balance sheet composition and growth. The Company repurchased 460,500 shares under this plan during 2012. At December 31, 2012, 4,539,500 common shares remained available for purchase under this repurchase plan.

On January 25, 2000, the board of directors authorized First Financial to repurchase the number of common shares necessary to satisfy any restricted stock awards or stock options that were granted from time to time under the 1999 Stock Incentive Option Plan for Officers and Employees and the 1999 Stock Option Plan for Non-Employee Directors. In 2007, the plan was amended to allow for the purchase of shares for general corporate purposes. Under this plan, First Financial repurchased 1,612,285 shares in 2007, 276,000 shares in 2001, and 650,110 shares in 2000. The repurchase plan approved by the board of directors in 2000, and amended in 2007, was terminated with the approval of the October 2012 share repurchase plan discussed above.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended
	Dec. 31, 2012
Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance threshold for impaired and non-impaired commercial loans	$ 250,000
Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, Federal Deposit Insurance Corporation Reimbursement Percentage on Losses Below Threshold	80.00%
Loans, Federal Deposit Insurance Corporation Reimbursement Percentage on Losses Above Threshold	95.00%
Residential Portfolio Segment [Member] | Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loan relationships review threshold	$ 100,000

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Dec. 31, 2012

Related Tax Effects Allocated to Other Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The related tax effects allocated to other comprehensive income and accumulated other comprehensive income (loss) are as follows:

	December 31, 2012
	Total other comprehensive income									Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	214		$	(81	)	$	133		$	12,669		$	133		$	12,802
Unrealized loss on derivatives	(229		)	86			(143		)	0			(143		)	(143		)
Retirement obligation	4,495			(1,697		)	2,798			(34,136		)	2,798			(31,338		)
Foreign currency translation	25			0			25			(23		)	25			2
Total	$	4,505		$	(1,692	)	$	2,813		$	(21,490	)	$	2,813		$	(18,677	)

	December 31, 2011
	Total other comprehensive income									Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	5,792		$	(2,187	)	$	3,605		$	9,064		$	3,605		$	12,669
Unrealized loss on derivatives	628			(237		)	391			(391		)	391			0
Retirement obligation	(20,652		)	7,798			(12,854		)	(21,282		)	(12,854		)	(34,136		)
Foreign currency translation	(588		)	0			(588		)	565			(588		)	(23		)
Total	$	(14,820	)	$	5,374		$	(9,446	)	$	(12,044	)	$	(9,446	)	$	(21,490	)

	December 31, 2010
	Total other comprehensive income								Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect		Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	(1,485	)	$	325	$	(1,160	)	$	10,224		$	(1,160	)	$	9,064
Unrealized loss on derivatives	(2,089		)	767		(1,322		)	931			(1,322		)	(391		)
Retirement obligation	(46		)	525		479			(21,761		)	479			(21,282		)
Foreign currency translation	446			0		446			119			446			565
Total	$	(3,174	)	$	1,617	$	(1,557	)	$	(10,487	)	$	(1,557	)	$	(12,044	)

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LOANS (covered) - Carrying Amount of Accretable Yield for Purchased Impaired and Nonimpaired Loans (Detail) (Covered Loans, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	$ 344,410		$ 509,945		$ 623,669
Reclassification from non-accretable difference	29,606		39,079		97,808
Accretion	(91,485)		(125,524)		(139,356)
Other net activity	(57,837)	[1]	(79,090)	[1]	(72,176)	[1]
Balance at end of period	$ 224,694		$ 344,410		$ 509,945

[1] Includes the impact of loan repayments and charge-offs.

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EARNINGS PER COMMON SHARE - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Per Share Disclosure [Line Items]
Investment Warrants, Exercise Price	12.34
Antidilutive Stock Options
Earnings Per Share Disclosure [Line Items]
Stock options and warrants with an exercise price greater than the average market price of the common shares not included in the computation of net income per diluted share	1,092,253	420,076	41,426
Antidilutive Warrants
Earnings Per Share Disclosure [Line Items]
Stock options and warrants with an exercise price greater than the average market price of the common shares not included in the computation of net income per diluted share	465,117	465,117	465,117

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LOANS (covered) (Tables) (Covered Loans)

12 Months Ended

Dec. 31, 2012

Carrying Value of Purchased Impaired and Nonimpaired Loans

The following table reflects the carrying value of all covered purchased impaired and nonimpaired loans as of December 31:

	2012						2011
(Dollars in thousands)	Loans Accounted For Under FASB ASC Topic 310-30		Loans excluded from FASB ASC Topic 310-30		Total Purchased Loans		Loans Accounted For Under FASB ASC Topic 310-30		Loans Excluded From FASB ASC Topic 310-30 (1)		Total Purchased Loans
Commercial	$	94,775	$	7,351	$	102,126	$	182,625	$	13,267	$	195,892
Real estate - construction	10,631		0		10,631		17,120		0		17,120
Real estate - commercial	458,066		7,489		465,555		627,257		9,787		637,044
Real estate - residential	100,694		0		100,694		121,117		0		121,117
Installment	7,911		763		8,674		12,123		1,053		13,176
Home equity	2,080		55,378		57,458		4,146		60,832		64,978
Other covered loans	0		2,978		2,978		0		3,917		3,917
Total covered loans	$	674,157	$	73,959	$	748,116	$	964,388	$	88,856	$	1,053,244

Commercial and Consumer Credit Exposure by Risk Attribute

For further discussion of First Financial's monitoring of credit quality for commercial and consumer loans, including discussion of the risk attributes noted below, please see Note 10 - Loans.

Covered commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	48,213	$	2,304	$	213,143	$	263,660
Special Mention	16,293		7		70,894		87,194
Substandard	35,596		8,320		181,345		225,261
Doubtful	2,024		0		173		2,197
Total	$	102,126	$	10,631	$	465,555	$	578,312

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	100,694	$	8,674	$	53,231	$	2,967	$	165,566
Nonperforming	0		0		4,227		11		4,238
Total	$	100,694	$	8,674	$	57,458	$	2,978	$	169,804

	As of December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	113,201	$	2,506	$	340,889	$	456,596
Special Mention	22,468		3,597		63,880		89,945
Substandard	52,103		11,017		230,870		293,990
Doubtful	8,120		0		1,405		9,525
Total	$	195,892	$	17,120	$	637,044	$	850,056

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	121,117	$	13,176	$	63,231	$	3,899	$	201,423
Nonperforming	0		0		1,747		18		1,765
Total	$	121,117	$	13,176	$	64,978	$	3,917	$	203,188

Covered Nonaccrual Loans

Information as to covered nonaccrual loans was as follows:

(Dollars in thousands)	2012		2011		2010
Principal balance
Nonaccrual loans
Commercial	$	4,498	$	7,203	$	16,190
Real estate-commercial	2,986		2,192		2,074
Home equity	4,227		1,747		1,491
All other	11		18		0
Total	$	11,722	$	11,160	$	19,755
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	673	$	1,020	$	1,453
Interest included in income	85		58		398
Net impact on interest income	$	588	$	962	$	1,055

Investment in Impaired Loans

Covered loans placed on nonaccrual status, excluding loans accounted for under FASB ASC Topic 310-30, are considered impaired. First Financial’s investment in covered impaired loans, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of December 31, 2012
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	4,498	$	4,660	$	0	$	4,526	$	62
Real estate - commercial	2,986		3,216		0		2,153		18
Home equity	4,227		5,260		0		2,006		5
All other	11		11		0		13		0
Total	$	11,722	$	13,147	$	0	$	8,698	$	85

	As of December 31, 2011
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	7,203	$	10,152	$	0	$	9,873	$	47
Real estate - commercial	2,192		4,002		0		2,504		5
Home equity	1,747		2,878		0		1,559		6
All other	18		18		0		9		0
Total	$	11,160	$	17,050	$	0	$	13,945	$	58

	As of December 31, 2010
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	16,190	$	18,346	$	0	$	12,324	$	316
Real estate - commercial	2,074		5,412		0		3,910		14
Installment	0		0		0		255		0
Home equity	1,491		3,137		0		1,597		68
Total	$	19,755	$	26,895	$	0	$	18,086	$	398

Changes in Other Real Estate Owned

Changes in covered OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2012		2011		2010
Balance at beginning of year	$	44,818	$	35,257	$	12,916
Additions
Commercial	16,759		46,880		22,237
Residential	3,916		2,753		9,827
Total additions	20,675		49,633		32,064
Disposals
Commercial	27,044		26,693		4,744
Residential	2,820		7,849		4,536
Total disposals	29,864		34,542		9,280
Write-downs
Commercial	5,872		4,407		414
Residential	895		1,123		29
Total write-downs	6,767		5,530		443
Balance at end of year	$	28,862	$	44,818	$	35,257

Loans Excluded from FASB ASC Topic 310-30

Carrying Amount of Accretable Yield for Purchased Impaired and Nonimpaired Loans

Changes in the carrying amount of accretable difference for covered purchased impaired loans for the years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	344,410		$	509,945		$	623,669
Reclassification from non-accretable difference	29,606			39,079			97,808
Accretion	(91,485		)	(125,524		)	(139,356		)
Other net activity (1)	(57,837		)	(79,090		)	(72,176		)
Balance at end of year	$	224,694		$	344,410		$	509,945

⁽¹⁾   Includes the impact of loan repayments and charge-offs.

Loan Delinquency, including Nonaccrual Loans

Delinquency. Covered loan delinquency, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of December 31, 2012
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days  past due and still accruing
Loans
Commercial	$	351	$	148	$	3,781	$	4,280	$	3,071	$	7,351	$	0
Real estate - commercial	138		1,149		2,201		3,488		4,001		7,489		0
Installment	0		0		0		0		763		763		0
Home equity	286		296		3,697		4,279		51,099		55,378		0
All other	19		26		42		87		2,891		2,978		31
Total	$	794	$	1,619	$	9,721	$	12,134	$	61,825	$	73,959	$	31

	As of December 31, 2011
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days  past due and still accruing
Loans
Commercial	$	73	$	294	$	6,490	$	6,857	$	6,410	$	13,267	$	0
Real estate - commercial	184		0		1,870		2,054		7,733		9,787		0
Installment	0		0		0		0		1,053		1,053		0
Home equity	1,344		11		1,679		3,034		57,798		60,832		0
All other	10		6		125		141		3,776		3,917		107
Total	$	1,611	$	311	$	10,164	$	12,086	$	76,770	$	88,856	$	107

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BUSINESS COMBINATIONS (Details) (USD $)	0 Months Ended	12 Months Ended	0 Months Ended	12 Months Ended
	Sep. 23, 2011 Liberty Savings Bank FSB [Member] branches	Dec. 31, 2011 Liberty Savings Bank FSB [Member]	Dec. 02, 2011 Flagstar Bank FSB [Member] branches	Dec. 31, 2011 Flagstar Bank FSB [Member]
Business Acquisition [Line Items]
Number of branches acquired	16		22
Name of acquiree	Liberty Savings Bank, FSB		Flagstar Bank, FSB
Performing loans assumed	$ 126,500,000
Deposits assumed	341,900,000		464,700,000
Fixed assets acquired	3,800,000		6,600,000
Premium paid on deposits of acquired bank	22,400,000		22,500,000
Goodwill recorded for acquisition	$ 17,100,000	$ 17,102,000	$ 26,100,000	$ 26,128,000

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LOANS (excluding covered loans) - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gain (loss) on sale of other real estate owned	$ (3,250)	$ (3,971)	$ (1,163)
Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Write down of other real estate owned	2,579	4,370	899
Commercial | Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Write down of other real estate owned	$ 2,290	$ 4,042	$ 727

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DERIVATIVES - Location and Amounts Recognized for Fair Value Hedges (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Increase (decrease) to Interest Income	$ (706)	$ (891)	$ (1,004)
Interest Rate Contracts | Loans | Interest Income
Derivative Instruments, Gain (Loss) [Line Items]
Increase (decrease) to Interest Income	$ (706)	$ (891)	$ (1,004)

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LOANS TO RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Schedule of Loans to Related Parties [Table Text Block]

Loans to directors, executive officers, principal holders of First Financial’s common stock and certain related persons were as follows:

(Dollars in thousands)	2012			2011			2010
Beginning balance	$	10,599		$	10,375		$	16,047
Additions	1,791			1,297			1,533
Deductions	(1,964		)	(1,073		)	(7,205		)
Ending balance	$	10,426		$	10,599		$	10,375
Loans 90 days past due	$	0		$	0		$	0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Notes)

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION

Summary Of Significant Accounting Policies

Basis of presentation. The Consolidated Financial Statements of First Financial Bancorp. (First Financial or the Company), a bank holding company, principally serving Ohio, Indiana and Kentucky, include the accounts and operations of First Financial and its wholly owned subsidiary, First Financial Bank, N.A. (First Financial Bank or the Bank). All significant intercompany transactions and accounts have been eliminated in consolidation. Certain reclassifications of prior years' amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

Use of estimates. The preparation of Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Actual realized amounts could differ materially from those estimates.

Investment securities. First Financial classifies debt and equity securities into three categories: trading, held-to-maturity and available-for-sale.

Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as of each balance sheet date. Investment securities are classified as held-to-maturity when First Financial has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost.

Investment securities classified as trading are held principally for resale in the near term and are recorded at fair value. Gains or losses, either unrealized or realized, are reported in noninterest income. Quoted market prices are used to determine the fair value of trading securities.

Investment securities not classified as either held-to-maturity or trading are classified as available-for-sale. Available-for-sale securities are recorded at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income (loss) in shareholders' equity.

The amortized cost of investment securities classified as either held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is considered an adjustment to the yield on the security and included in interest income from investments. Interest and dividends are included in interest income from investment securities.

Realized gains and losses are based on amortized cost of the security sold using the specific identification method. Available-for-sale and held-to-maturity securities are reviewed quarterly for potential impairment in fair value. In performing this review, management considers the length of time and extent to which the security’s fair value has been less than amortized cost, the financial condition and near-term prospects of the issuer and the ability and intent of First Financial to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the fair value of a security is less than the amortized cost and the impairment is determined to be other-than-temporary, the security is written down, establishing a new and reduced cost basis. The related charge is recorded in the Consolidated Statements of Income.

Other investments include holdings in Federal Reserve Bank (FRB) stock and Federal Home Loan Bank (FHLB) stock. FRB and FHLB stock are both carried at cost.

Loans held for sale. Loans held for sale may come from two sources: residential real estate loans newly originated for the purpose of sale to third parties and in certain circumstances, previously originated loans that have been specifically identified by management for sale based on predetermined criteria. Loans originated for sale are placed immediately into that category upon origination and are considered to be at fair market value due to the commitment to sell in a short timeframe. Loans transferred to held for sale status are carried at the lower of cost or fair value with any difference charged to the allowance for loan and lease losses. Any subsequent change in carrying value of transferred loans, not to exceed original cost, is recorded in the Consolidated Statements of Income.

Loans and leases, excluding covered loans. Loans and leases for which First Financial has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are classified in the Consolidated Balance Sheets as loans and leases. Except for loans which are subject to fair value requirements, loans and leases are carried at the principal amount outstanding, net of unamortized deferred loan origination fees and costs and net of unearned income. Loan origination and commitment fees received, as well as certain direct loan origination costs paid, are deferred, and the net amount is amortized as an adjustment to the related loan's yield. Interest income is recorded on an accrual basis. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed in nonaccrual status. Any payments received while a loan is in nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Allowance for loan and lease losses, excluding covered loans. For each reporting period, management maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, is deemed to be uncollectible.

Management's determination of the adequacy of the allowance is based on an assessment of the probable loan and lease losses inherent in the portfolio given the conditions at the time. The allowance is increased by provisions charged to expense and decreased by actual charge-offs, net of recoveries of amounts previously charged-off. Loans are charged off when management believes that the collection of the principal amount owed in full, either through payments from the borrower or from the liquidation of collateral, is unlikely.

In the commercial portfolio, which includes time and demand notes, tax-exempt loans and commercial real estate loans, non-homogeneous loan relationships greater than $250,000 that are considered impaired or designated as a troubled debt restructuring (TDR) are evaluated to determine the need for a specific allowance based on the borrower's overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral.

The allowance for non-impaired commercial loans and impaired commercial loan relationships less than $250,000 includes a process of estimating the probable losses inherent in the portfolio by category, based on First Financial's internal system of credit risk ratings and historical loss data. These estimates may also be adjusted for management's estimate of probable losses on specific loan types dependent upon trends in the values of the underlying collateral, delinquent and nonaccrual loans, prevailing economic conditions, changes in lending strategies and other influencing factors.

Consumer loans are generally evaluated by asset type (i.e., residential real estate, installment, etc.), as these loans exhibit homogeneous characteristics. The allowance for consumer loans, which includes residential real estate, installment, home equity, credit card loans and overdrafts, is established by estimating losses inherent in each particular category of consumer loans. The estimate of losses is primarily based on historical loss rates for each category, as well as trends in delinquent and nonaccrual loans, prevailing economic conditions and other significant influencing factors. Consumer loans greater than $100,000 whose terms have been modified in a TDR are individually analyzed for estimated impairment.

Covered loans. Loans acquired in Federal Deposit Insurance Corporation (FDIC)-assisted transactions that are initially covered under loss sharing agreements are referred to as covered loans. Covered loans were recorded at their estimated fair value at the time of acquisition. Estimated fair values for covered loans were based on a discounted cash flow methodology that considered various factors including the type of loan and related collateral, classification status, interest rate, term of loan, whether or not the loan was amortizing and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. Covered loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.

First Financial evaluates purchased loans for impairment in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. First Financial is accounting for covered loans under FASB ASC Topic 310-30 except for loans with revolving privileges, which are outside the scope of this guidance, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. Loans accounted for under FASB ASC Topic 310-30 are referred to as purchased impaired loans. Interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all covered purchased impaired loans.

For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial groups acquired loans into pools based on common risk characteristics. Expected cash flows are re-estimated periodically for all purchased impaired loans. The cash flows expected to be collected are estimated based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense on a discounted basis during the period (see "Allowance for loan and lease losses - covered loans" below). Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

In addition to the accretion income discussed above, covered loans impact noninterest income as well. For covered loans that prepay, noninterest income may be recorded related to the recovery of any remaining accretable difference and the net recovery of the value adjustment associated with assumed credit impairment offset by a corresponding valuation adjustment on the FDIC indemnification asset. This scenario can occur either through a loan sale or ordinary prepayments that are typical in a loan portfolio.

Covered loans outside the scope of FASB ASC Topic 310-30 are accounted for under FASB ASC Topic 310-20, Receivables-Nonrefundable Fees and Costs. Discounts created when the loans were recorded at their estimated fair values at acquisition are amortized over the remaining term of the loan as an adjustment to the related loan's yield. The accrual of interest income is discontinued when the collection of a loan or interest, in whole or in part, is doubtful.

Allowance for loan and lease losses, covered loans. First Financial maintains an allowance for loan and lease losses on covered loans. For loans accounted for under FASB ASC Topic 310-30, expected cash flows are re-estimated periodically with any decline in expected cash flows recorded as provision expense on a discounted basis during the period. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The related, estimated reimbursement on covered loan losses due from the FDIC under loss sharing agreements is recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset.

FDIC indemnification asset. The FDIC indemnification asset results from the loss sharing agreements entered into in conjunction with First Financial's FDIC-assisted transactions and is measured separately from the related assets covered by loss sharing agreements with the FDIC (covered assets) as it is not contractually embedded in those assets and is not transferable should First Financial choose to dispose of the covered assets. The FDIC indemnification asset represents expected reimbursements from the FDIC for losses on covered loans. Pursuant to the terms of the loss sharing agreements, covered loans are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. The FDIC indemnification asset was recorded at estimated fair values at the time of the FDIC-assisted transaction. Fair values were estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing of the loss sharing reimbursement from the FDIC.

The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows and are reflected as a yield adjustment on the indemnification asset. Declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows and are reflected as both FDIC loss sharing income and an increase to the indemnification asset.

Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed principally on the straight-line method over the estimated useful lives of the assets. Useful lives generally range from 10 to 40 years for building and building improvements; 3 to 10 years for furniture, fixtures and equipment; and 3 to 5 years for software, hardware and data handling equipment. Land improvements are depreciated over 20 years and leasehold improvements are depreciated over the lesser of the base term of the respective lease or the asset useful life. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Maintenance and repairs are charged to operations as incurred.

Goodwill and other indefinite lived intangible assets. Under accounting for business combinations, the net assets of entities acquired by First Financial are recorded at their estimated fair value at the date of acquisition. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. Goodwill and intangible assets deemed to have indefinite lives, if any, are not amortized, but are subject to annual impairment tests.

Core deposit intangibles. Core deposit intangibles represent the estimated value of acquired relationships with deposit customers. The estimated fair value of core deposit intangibles are based on a discounted cash flow methodology that gives appropriate consideration to expected customer attrition rates, cost of the deposit base, reserve requirements and the net maintenance cost attributable to customer deposits. Core deposit intangibles are amortized on an accelerated basis over their useful lives.

Other real estate owned (OREO). OREO represents properties primarily acquired by First Financial's bank subsidiary through loan defaults by clients. OREO properties are recorded at the lower of cost or fair value, minus estimated costs to sell, at the date acquired. Management performs periodic valuations to assess the adequacy of the recorded OREO balances. When management disposes of an OREO property, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income.

Other real estate owned – covered (Covered OREO). Covered OREO represents properties primarily acquired by First Financial's bank subsidiary through loan defaults by clients on covered loans. Pursuant to the terms of the loss sharing agreements, covered assets are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. Covered OREO properties are recorded at the lower of cost or fair value, minus estimated costs to sell, at the date acquired. Management performs periodic valuations to assess the adequacy of the recorded OREO balances. When management disposes of an OREO property, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income, and, in general, are substantially offset by a related adjustment to the FDIC indemnification asset.

Income taxes. First Financial and its subsidiaries file a consolidated federal income tax return. Each subsidiary provides for income taxes on a separate return basis, and remits to First Financial amounts determined to be currently payable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Financial Statements as a component of noninterest expense.

Pension. First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. The measurement of the accrued benefit liability and the annual pension expense involves actuarial and economic assumptions. The assumptions used in pension accounting include those related to the discount rates, the expected return on plan assets and the rate of compensation increase.

Derivative instruments. First Financial accounts for its derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging. FASB ASC Topic 815 requires all derivative instruments to be carried at fair value on the balance sheet. First Financial designates derivative instruments used to manage interest rate risk as hedging relationships with certain assets or liabilities being hedged.

First Financial utilizes derivative instruments, primarily interest rate swaps, designated as fair value hedges to meet the needs of clients and mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk. As the critical terms of the hedged financial instruments and the derivative instruments coincide, the changes in the fair value of the hedged financial instruments and the derivative instruments offset and the hedges are considered to be highly effective. For interest rate swaps designated as fair value hedges, the fair value of the interest rate swap is recognized on the Consolidated Balance Sheets as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings. Derivative gains or losses not considered effective in hedging the change in fair value of the hedged item, if any, are recognized immediately in the Consolidated Statements of Income.

First Financial utilizes derivative instruments, primarily interest rate swaps, designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates. The net interest receivable or payable on an interest rate swap designated as a cash flow hedge is accrued and recognized as an adjustment to interest income or interest expense. For interest rate swaps designated as cash flow hedges, the fair value of the interest rate swaps is included within accrued interest and other assets on the Consolidated Balance Sheets. Changes in the fair value of the interest rate swap are included in accumulated comprehensive income (loss). Derivative gains and losses not considered effective in hedging the cash flows related to the underlying assets or liabilities, if any, are recognized immediately in the Consolidated Statement of Income.

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that First Financial will incur a loss because a counterparty fails to meet its contractual obligations. Generally, the credit risk associated with interest rate swaps is significantly less than the notional values associated with these instruments. The notional values represent contractual balances on which the calculations of amounts to be exchanged are based. First Financial manages this credit risk through counterparty credit policies.

Stock-based compensation. First Financial grants stock-based awards, including restricted stock awards for and options to purchase the Company’s common stock. Stock option grants are for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. Stock-based compensation expense is recognized in the Consolidated Statements of Income on a straight-line basis over the vesting period. The amortization of stock-based compensation expense reflects estimated forfeitures adjusted for actual forfeiture experience. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise. At the time stock-based awards are exercised, are canceled or expire, First Financial may be required to recognize an adjustment to tax expense.

Earnings per share. Basic net income per common share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding, unvested shares and dilutive common stock equivalents outstanding during the period. Common stock equivalents consist of common stock issuable under the assumed exercise of stock options granted under First Financial's stock plans and the assumed conversion of common stock warrants, using the treasury stock method.

Cash and Due from Banks.Cash and due from banks consist of currency, coin and cash items due from banks. Cash items due from banks include noninterest bearing deposits held at other banks.

Segments and related information. In 2012, management continued to review operating performance and make decisions as one banking segment in contiguous geographic markets.

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DERIVATIVES - Gains or Losses on Cash Flow Hedges (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012 Cash Flow Hedges	Dec. 31, 2011 Cash Flow Hedges	Dec. 31, 2010 Cash Flow Hedges	Dec. 31, 2012 Cash Flow Hedges Interest Rate Contracts Deposits [Member]	Dec. 31, 2011 Cash Flow Hedges Interest Rate Contracts Deposits [Member]	Dec. 31, 2010 Cash Flow Hedges Interest Rate Contracts Deposits [Member]	Dec. 31, 2012 Cash Flow Hedges Interest Rate Contracts Deposits [Member] Interest Expense	Dec. 31, 2011 Cash Flow Hedges Interest Rate Contracts Deposits [Member] Interest Expense	Dec. 31, 2010 Cash Flow Hedges Interest Rate Contracts Deposits [Member] Interest Expense	Dec. 31, 2012 Cash Flow Hedges Interest Rate Contracts Long-term Debt [Member]	Dec. 31, 2011 Cash Flow Hedges Interest Rate Contracts Long-term Debt [Member]	Dec. 31, 2010 Cash Flow Hedges Interest Rate Contracts Long-term Debt [Member]	Dec. 31, 2012 Cash Flow Hedges Interest Rate Contracts Long-term Debt [Member] Interest Expense	Dec. 31, 2011 Cash Flow Hedges Interest Rate Contracts Long-term Debt [Member] Interest Expense	Dec. 31, 2010 Cash Flow Hedges Interest Rate Contracts Long-term Debt [Member] Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in OCI on derivatives (effective portion)	$ (600)	$ (143)	$ 0	$ 0	$ (143)	$ 0	$ 0				$ 0	$ 0	$ 0
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		$ (135)	$ 0	$ (493)				$ (135)	$ 0	$ 0				$ 0	$ 0	$ (493)

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CAPITAL (Tables)

12 Months Ended

Dec. 31, 2012

Banking and Thrift [Abstract]

Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations [Table Text Block]

Actual and required capital amounts and ratios at year-end are presented in the table that follows.

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective  Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2012
Total capital to risk-weighted assets
Consolidated	$	686,961	17.60	%	$	312,328	8.00	%	N/A		N/A
First Financial Bank	586,023		15.04	%	311,618		8.00	%	$	389,523	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	637,176		16.32	%	156,164		4.00	%	N/A		N/A
First Financial Bank	529,196		13.59	%	155,809		4.00	%	233,714		6.00	%
Tier 1 capital to average assets
Consolidated	637,176		10.25	%	248,761		4.00	%	N/A		N/A
First Financial Bank	529,196		8.52	%	248,408		4.00	%	310,511		5.00	%

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective  Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2011
Total capital to risk-weighted assets
Consolidated	$	683,255	18.74	%	$	291,632	8.00	%	N/A		N/A
First Financial Bank	578,042		15.89	%	290,992		8.00	%	$	363,740	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	636,836		17.47	%	145,816		4.00	%	N/A		N/A
First Financial Bank	524,363		14.42	%	145,496		4.00	%	218,244		6.00	%
Tier 1 capital to average assets
Consolidated	636,836		9.87	%	258,122		4.00	%	N/A		N/A
First Financial Bank	524,363		8.13	%	258,035		4.00	%	322,543		5.00	%

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LOANS TO RELATED PARTIES

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Loans to Related Parties

Loans to Related Parties

Loans to directors, executive officers, principal holders of First Financial’s common stock and certain related persons were as follows:

(Dollars in thousands)	2012			2011			2010
Beginning balance	$	10,599		$	10,375		$	16,047
Additions	1,791			1,297			1,533
Deductions	(1,964		)	(1,073		)	(7,205		)
Ending balance	$	10,426		$	10,599		$	10,375
Loans 90 days past due	$	0		$	0		$	0

Related parties of First Financial, as defined above, were clients of and had transactions with subsidiaries of First Financial in the ordinary course of business during the periods noted above. Additional transactions may be expected in the ordinary course of business in the future. All outstanding loans, commitments, financing leases, transactions in money market instruments and deposit relationships included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others, and did not involve more than a normal risk of collectibility or present other unfavorable features.

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STOCK OPTIONS AND AWARDS

12 Months Ended

Dec. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK OPTIONS AND AWARDS

Stock Options And Awards

First Financial follows the provisions of FASB ASC Topic 718, Compensation-Stock Compensation, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation expense over the service period for all awards expected to vest. Share-based compensation expense for stock options and restricted stock awards included in salaries and employee benefits expense for the year ended December 31, 2012, and 2011, was $4.2 million and $3.9 million, respectively. Total unrecognized compensation cost related to nonvested share-based compensation was $5.2 million at December 31, 2012 and is expected to be recognized over a weighted average period of 1.9 years .

As of December 31, 2012, First Financial had five stock-based compensation plans. The 1999 Stock Incentive Plan for Officers and Employees and the 1999 Stock Option Plan for Non-Employee Directors provided incentive stock options and stock awards to certain key employees and non-qualified stock options to non-employee directors (the "1999 Plans") of First Financial for up to 7,507,500 common shares. The options become exercisable at a rate of 25% per year on the anniversary date of the grant and remain outstanding for 10 years after the initial grant date. All options expire at the end of the exercise period. No additional awards may be granted under the 1999 Plans. On June 15, 2009, the shareholders approved the 2009 Employee Stock Plan and the 2009 Non-Employee Director Plan providing for the issuance of 1,500,000 shares and 75,000 shares, respectively. The 2009 Employee Stock Plan expired on June 15, 2012, and thus, no new awards may be granted under this plan. On May 22, 2012, First Financial shareholders approved the First Financial Bancorp. 2012 Stock Plan and amendments to the 2009 Non-Employee Director Plan. At December 31, 2012, there were 1,745,906 shares and 43,623 shares available for issuance under these plans, respectively.

First Financial utilizes the Black-Scholes valuation model to determine the fair value of its stock options. In addition to the stock option strike price, the Black-Scholes valuation model requires the use of the following assumptions: the expected dividend yield based on historical dividend payouts; the expected stock price volatility based on the historical volatility of Company stock for a period approximating the expected life of the options; the risk-free rate based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option; and the expected option life represented by the period of time the options are expected to be outstanding and is based on historical trends. No options were granted in 2012, 2011 or 2010.

Stock option activity for the year ended December 31, 2012, is summarized as follows:

(Dollars in thousands, except per share data)	Number of shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at beginning of year	2,364,926		$	13.99
Granted	0		0.00
Exercised	(302,824	)	12.95
Forfeited or expired	(70,727	)	14.66
Outstanding at end of year	1,991,375		$	14.13	3.9 years	$	2,673
Exercisable at end of year	1,991,375		$	14.13	3.9 years	$	2,673

The intrinsic value of stock options is defined as the difference between the current market value and the grant price. First Financial uses treasury shares purchased under the Company's share repurchase program to satisfy share-based exercises.

	2012		2011		2010
Total intrinsic value of options exercised	$	1,277	$	477	$	1,862
Cash received from exercises	$	320	$	150	$	272
Tax benefit from exercises	$	1,576	$	1,421	$	1,033

Restricted stock awards have historically been recorded as deferred compensation, a component of shareholders' equity, at the fair value of these awards at the grant date and amortized on a straight-line basis to salaries and benefits expense over the specified vesting periods, which is currently three years for employees and non-employee directors, but was four years prior to April 2010 for employees only. For awards granted to non-employee directors through 2010, the vesting of the awards only required a service period to be met.

Activity in restricted stock for the previous three years ended December 31 is summarized as follows:

	2012				2011				2010
	Number of shares		Weighted  Average Grant Date Fair Value		Number of shares		Weighted  Average Grant Date Fair Value		Number of shares		Weighted  Average Grant Date Fair Value
Nonvested at beginning of year	518,736		$	15.99	485,498		$	15.63	401,934		$	12.05
Granted	290,706		17.00		261,356		16.02		235,964		20.00
Vested	(228,233	)	15.58		(200,525	)	14.87		(120,073	)	12.97
Forfeited	(62,453	)	16.61		(27,593	)	18.10		(32,327	)	12.93
Nonvested at end of year	518,756		$	16.65	518,736		$	15.99	485,498		$	15.63

The fair value of restricted stock is determined based on the number of shares granted and the quoted price of First Financial's common stock. The total fair value of restricted stock vested during 2012 was $3.6 million.

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FAIR VALUE DISCLOSURES - Estimated Fair Values of Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Financial assets
Investment securities held-to-maturity	$ 770,755	$ 2,664
Other investments	71,492	71,492
Loans, excluding covered loans	3,131,287	2,915,871
Covered loans	702,926	1,010,409
FDIC indemnification asset	119,607	173,009
Deposits
Noninterest-bearing	1,102,774	946,180
Savings	1,623,614	1,724,659
Time	1,068,637	1,654,662
Total deposits	4,955,840	5,642,840
Short-term borrowings	122,570	99,431
Carrying value
Financial assets
Cash and short-term investments	158,843	525,051
Investment securities held-to-maturity	770,755	2,664
Other investments	71,492	71,492
Loans held for sale	16,256	24,834
Loans, excluding covered loans	3,131,287	2,915,871
Covered loans	702,926	1,010,409
FDIC indemnification asset	119,607	173,009
Deposits
Noninterest-bearing	1,102,774	946,180
Interest-bearing demand	1,160,815	1,317,339
Savings	1,623,614	1,724,659
Time	1,068,637	1,654,662
Total deposits	4,955,840	5,642,840
Short-term borrowings	624,570	99,431
Long-term debt	75,202	76,544
Fair value
Financial assets
Cash and short-term investments	158,843	525,051
Investment securities held-to-maturity	778,474	2,893
Other investments	71,492	71,492
Loans held for sale	16,256	24,834
Loans, excluding covered loans	3,145,120	2,910,825
Covered loans	713,797	1,042,752
FDIC indemnification asset	106,380	151,114
Deposits
Noninterest-bearing	1,102,774	946,180
Interest-bearing demand	1,160,815	1,317,339
Savings	1,623,614	1,724,659
Time	1,072,201	1,664,457
Total deposits	4,959,404	5,652,635
Short-term borrowings	624,570	99,431
Long-term debt	78,941	81,168
Fair Value, Inputs, Level 1 [Member] | Fair value
Financial assets
Cash and short-term investments	158,843	525,051
Investment securities held-to-maturity	0	0
Other investments	0	0
Loans held for sale	0	0
Loans, excluding covered loans	0	0
Covered loans	0	0
FDIC indemnification asset	0	0
Deposits
Noninterest-bearing	0	0
Interest-bearing demand	0	0
Savings	0	0
Time	0	0
Total deposits	0	0
Short-term borrowings	624,570	99,431
Long-term debt	0	0
Fair Value, Inputs, Level 2 [Member] | Fair value
Financial assets
Cash and short-term investments	0	0
Investment securities held-to-maturity	778,474	2,893
Other investments	71,492	71,492
Loans held for sale	16,256	24,834
Loans, excluding covered loans	0	0
Covered loans	0	0
FDIC indemnification asset	0	0
Deposits
Noninterest-bearing	1,102,774	946,180
Interest-bearing demand	1,160,815	1,317,339
Savings	1,623,614	1,724,659
Time	1,072,201	1,664,457
Total deposits	4,959,404	5,652,635
Short-term borrowings	0	0
Long-term debt	78,941	81,168
Fair Value, Inputs, Level 3 [Member] | Fair value
Financial assets
Cash and short-term investments	0	0
Investment securities held-to-maturity	0	0
Other investments	0	0
Loans held for sale	0	0
Loans, excluding covered loans	3,145,120	2,910,825
Covered loans	713,797	1,042,752
FDIC indemnification asset	106,380	151,114
Deposits
Noninterest-bearing	0	0
Interest-bearing demand	0	0
Savings	0	0
Time	0	0
Total deposits	0	0
Short-term borrowings	0	0
Long-term debt	$ 0	$ 0

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COMMITMENTS AND CONTINGENCIES (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Commitments and Contingencies Disclosure [Line Items]
Letters of credit issued to guarantee performance of a client to a third party	$ 14,800,000	$ 20,000,000
Commitments to Extend Credit
Commitments and Contingencies Disclosure [Line Items]
Commitments outstanding to extend credit	$ 1,200,000,000	$ 1,200,000,000

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EMPLOYEE BENEFIT PLANS (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Amounts Recognized in Balance Sheet and Income Statement [Table Text Block]

The following tables set forth information concerning amounts recognized in First Financial's Consolidated Balance Sheets and Consolidated Statements of Income:

	December 31,
(Dollars in thousands)	2012			2011
Change in benefit obligation
Benefit obligation at beginning of year	$	63,910		$	52,312
Service cost	3,483			3,177
Interest cost	2,550			2,723
Actuarial loss	3,822			9,180
Benefits paid, excluding settlement	(6,087		)	(3,482		)
Benefit obligation at end of year	67,678			63,910
Change in plan assets
Fair value of plan assets at beginning of year	114,972			122,677
Actual return on plan assets	14,831			(4,223		)
Employer contribution	0			0
Benefits paid, excluding settlement	(6,087		)	(3,482		)
Fair value of plan assets at end of year	123,716			114,972
Amounts recognized in the Consolidated Balance Sheets
Assets	56,038			51,062
Liabilities	0			0
Net amount recognized	$	56,038		$	51,062
Amounts recognized in accumulated other comprehensive income (loss)
Net actuarial loss	$	54,471		$	59,390
Net prior service cost	(4,119		)	(4,542		)
Deferred tax assets	(19,014		)	(20,712		)
Net amount recognized	$	31,338		$	34,136
Change in accumulated other comprehensive income (loss)	$	(2,798	)	$	12,854
Accumulated benefit obligation	$	64,273		$	60,485

Schedule of Components of Net Periodic Benefit Cost [Table Text Block]

Components of net periodic benefit cost
	December 31,
(Dollars in thousands)	2012			2011			2010
Service cost	$	3,483		$	3,177		$	2,590
Interest cost	2,550			2,723			2,711
Expected return on assets	(9,055		)	(9,020		)	(4,932		)
Amortization of prior service cost	(423		)	(423		)	(423		)
Recognized net actuarial loss	2,964			2,194			2,065
Net periodic benefit (income) cost	(481		)	(1,349		)	2,011
Other changes recognized in accumulated other comprehensive income
Net actuarial (gain) loss	(1,954		)	22,423			1,688
Amortization of prior service cost	423			423			423
Amortization of gain	(2,964		)	(2,194		)	(2,065		)
Total recognized in accumulated other comprehensive income	(4,495		)	20,652			46
Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	(4,976	)	$	19,303		$	2,057
Amount expected to be recognized in net periodic pension expense in the coming year
Amortization of loss	$	3,248		$	3,039		$	2,191
Amortization of prior service credit	(423		)	(423		)	(423		)

Schedule of Assumptions Used [Table Text Block]

Weighted-average assumptions to determine
	December 31,
	2012		2011
Benefit obligations
Discount rate	3.73	%	4.22	%
Rate of compensation increase	3.50	%	3.50	%
Net periodic benefit cost
Discount rate	4.22	%	5.36	%
Expected return on plan assets	7.50	%	7.50	%
Rate of compensation increase	3.50	%	3.50	%

Schedule of Changes in Fair Value of Plan Assets [Table Text Block]

The fair value of the plan assets as of December 31, 2012 by asset category is shown in the table that follows:

	Fair Value Measurements
(Dollars in thousands)	Total		Quoted Prices in  Active Markets  for  Identical Assets  (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Money market fund	$	1,338	$	1,338	$	0	$	0
U.S. Treasury securities	3,923		0		3,923		0
Securities of U.S. government agencies and corporations	1,543		0		1,543		0
Corporate bonds	6,983		0		6,983		0
Equity securities:
Common stock	20,899		20,899		0		0
Mutual funds	22,168		22,168		0		0
Exchange traded funds	66,844		66,844		0		0
Total	$	123,698	$	111,249	$	12,449	$	0

The fair value of the plan assets as of December 31, 2011 by asset category is shown below.

	Fair Value Measurements
(Dollars in thousands)	Total		Quoted Prices in  Active Markets  for  Identical Assets  (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Money market fund	$	1,551	$	1,551	$	0	$	0
U.S. Treasury securities	3,745		0		3,745		0
Securities of U.S. government agencies and corporations	2,019		0		2,019		0
Corporate bonds	7,249		0		7,249		0
Equity securities:
Common stock	19,368		19,368		0		0
Mutual funds	63,106		63,106		0		0
Exchange traded funds	17,756		17,756		0		0
Total	$	114,794	$	101,781	$	13,013	$	0

Schedule of Expected Benefit Payments [Table Text Block]

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(Dollars in thousands)	Retirement Benefits
2012	$	4,176
2013	5,073
2014	4,945
2015	9,989
2016	4,831
Thereafter	31,779

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FAIR VALUE DISCLOSURES

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

Fair Value Disclosures

Fair Value Measurement

The fair value framework as disclosed in the Fair Value Measurements and Disclosure Topic of the FASB ASC Topic 825, Financial Instruments (Fair Value Topic) includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2), and the lowest priority to unobservable inputs (Level 3).  When determining the fair value measurements for assets and liabilities, First Financial looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1.  When identical assets and liabilities are not traded in active markets, First Financial looks to market observable data for similar assets and liabilities and classifies such items as Level 2.  Certain assets and liabilities are not actively traded in observable markets and First Financial must use alternative techniques, based on unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.

Cash and short-term investments. The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term investments, such as federal funds sold, approximated the fair value of those instruments. The Company classifies cash and short-term investments in Level 1 of the fair value hierarchy.

Investment securities. Investment securities classified as trading and available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar investment securities.  First Financial compiles prices from various sources who may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for the specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment securities not valued based upon the methods above are considered Level 3.

First Financial utilizes information provided by a third-party investment securities administrator in analyzing the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic.  The adminstrator’s evaluation of investment security portfolio pricing is performed using a combination of prices and data from other sources, along with internally developed matrix pricing models and assistance from the provider’s internal fixed income analysts and trading desk.  The adminstrator’s month-end pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, previous evaluation prices and between the various pricing services.  These processes produce a series of quality assurance reports on which price exceptions are identified, reviewed and where appropriate, securities are repriced.  In the event of a materially different price, the administrator will report the variance as a “price challenge” and review the pricing methodology in detail.  The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

First Financial reviews the pricing methodologies utilized by the administrator to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy. Further, the Company periodically validates the fair values for a sample of securities in the portfolio by comparing the fair values provided by the administrator to prices from other independent sources for the same or similar securities. First Financial analyzes unusual or significant variances and conducts additional research with the administrator, if necessary, and takes appropriate action based on its findings.

Loans held for sale. Loans held for sale are carried at the lower of cost or fair value.  These loans currently consist of one-to-four family residential real estate loans originated for sale to qualified third parties.  Fair value is based on the contractual price to be received from these third parties, which is not materially different than cost due to the short duration between origination and sale (Level 2).  As such, First Financial records any fair value adjustments on a nonrecurring basis.  Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest income in the Consolidated Statements of Income.

Loans, excluding covered loans. The fair value of commercial, commercial real estate, residential real estate and consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency.  The Company classifies the estimated fair value of uncovered loans as Level 3 in the fair value hierarchy.

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.  Impaired loans are valued at the lower of cost or fair value for purposes of determining the appropriate amount of impairment to be allocated to the allowance for loan and lease losses.  Fair value is generally measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The vast majority of the collateral is real estate.  The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower financial statements if not considered significant.  Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3).  Impaired loans allocated to the allowance for loan and lease losses are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

Covered loans. Fair values for covered loans accounted for under FASB ASC Topic 310-30 were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. These covered loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. First Financial estimated the cash flows expected to be collected on these loans based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

Fair values for covered loans accounted for outside of FASB ASC Topic 310-30 were estimated by discounting the future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency. The carrying amount of accrued interest approximates its fair value.

The Company classifies the estimated fair value of covered loans as Level 3 in the fair value hierarchy.

FDIC indemnification asset. The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets. Fair value of the FDIC indemnification asset was estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows while declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows.

The expected cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The Company classifies the estimated fair value of the indemnification asset as Level 3 in the fair value hierarchy.

Deposit liabilities. The fair value of demand deposits, savings accounts and certain money-market deposits was the amount payable on demand at the reporting date.  The carrying amounts for variable-rate certificates of deposit approximated their fair values at the reporting date.  The fair value of fixed-rate certificates of deposit was estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities.  The carrying amount of accrued interest approximates its fair value. The Company classifies the estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.

Borrowings. The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximate their fair values.  The Company classifies the estimated fair value of short-term borrowings as Level 1 of the fair value hierarchy.

The fair value of long-term debt is estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities.  Third-party valuations are used for long-term debt with embedded options, such as call features. The Company classifies the estimated fair value of long-term debt as Level 2 in the fair value hierarchy.

Commitments to extend credit and standby letters of credit. Pricing of these financial instruments is based on the credit quality and relationship, fees, interest rates, probability of funding and compensating balance and other covenants or requirements.  Loan commitments generally have fixed expiration dates, are variable rate and contain termination and other clauses which provide for relief from funding in the event that there is a significant deterioration in the credit quality of the client.  Many loan commitments are expected to expire without being drawn upon.  The rates and terms of the commitments to extend credit and the standby letters of credit are competitive with those in First Financial’s market area.  The carrying amounts are reasonable estimates of the fair value of these financial instruments.  Carrying amounts, which are comprised of the

unamortized fee income and, where necessary, reserves for any expected credit losses from these financial instruments, are immaterial.

Derivatives. The fair values of derivative instruments are based primarily on a net present value calculation of the cash flows related to the interest rate swaps at the reporting date, using primarily observable market inputs such as interest rate yield curves.  The discounted net present value calculated represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes a vendor-developed, proprietary model to value the credit risk component of both the derivative assets and liabilities.  The credit valuation adjustment is recorded as an adjustment to the fair value of the derivative asset or liability on the reporting date. Derivative instruments are classified as Level 2 in the fair value hierarchy.

The estimated fair values of financial instruments not measured at fair value on either a recurring or nonrecurring basis in First Financial’s consolidated financial statements were as follows:

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
December 31, 2012
Financial assets
Cash and short-term investments	$	158,843	$	158,843	$	158,843	$	0	$	0
Investment securities held-to-maturity	770,755		778,474		0		778,474		0
Other investments	71,492		71,492		0		71,492		0
Loans held for sale	16,256		16,256		0		16,256		0
Loans, excluding covered loans	3,131,287		3,145,120		0		0		3,145,120
Covered loans	702,926		713,797		0		0		713,797
FDIC indemnification asset	119,607		106,380		0		0		106,380
Financial liabilities
Deposits
Noninterest-bearing	$	1,102,774	$	1,102,774	$	0	$	1,102,774	$	0
Interest-bearing demand	1,160,815		1,160,815		0		1,160,815		0
Savings	1,623,614		1,623,614		0		1,623,614		0
Time	1,068,637		1,072,201		0		1,072,201		0
Total deposits	4,955,840		4,959,404		0		4,959,404		0
Short-term borrowings	624,570		624,570		624,570		0		0
Long-term debt	75,202		78,941		0		78,941		0

	Carrying		Estimated Fair Value
(Dollars in thousands)	Value		Total		Level 1		Level 2		Level 3
December 31, 2011
Financial assets
Cash and short-term investments	$	525,051	$	525,051	$	525,051	$	0	$	0
Investment securities held-to-maturity	2,664		2,893		0		2,893		0
Other investments	71,492		71,492		0		71,492		0
Loans held for sale	24,834		24,834		0		24,834		0
Loans, excluding covered loans	2,915,871		2,910,825		0		0		2,910,825
Covered loans	1,010,409		1,042,752		0		0		1,042,752
FDIC indemnification asset	173,009		151,114		0		0		151,114
Financial liabilities
Deposits
Noninterest-bearing	$	946,180	$	946,180	$	0	$	946,180	$	0
Interest-bearing demand	1,317,339		1,317,339		0		1,317,339		0
Savings	1,724,659		1,724,659		0		1,724,659		0
Time	1,654,662		1,664,457		0		1,664,457		0
Total deposits	5,642,840		5,652,635		0		5,652,635		0
Short-term borrowings	99,431		99,431		99,431		0		0
Long-term debt	76,544		81,168		0		81,168		0

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Fair Value Measurements Using						Netting			Assets/Liabilities
(Dollars in thousands)	Level 1		Level 2		Level 3		Adjustments (1)			at Fair Value
December 31, 2012
Assets
Derivatives	$	0	$	24,135	$	0	$	(24,135	)	$	0
Available-for-sale investment securities	144		1,031,952		0		0			1,032,096
Total	$	144	$	1,056,087	$	0	$	(24,135	)	$	1,032,096
Liabilities
Derivatives	$	0	$	26,652	$	0	$	(24,135	)	$	2,517

	Fair Value Measurements Using						Netting			Assets/Liabilities
(Dollars in thousands)	Level 1		Level 2		Level 3		Adjustments (1)			at Fair Value
December 31, 2011
Assets
Derivatives	$	0	$	24,566	$	0	$	(24,566	)	$	0
Available-for-sale investment securities	141		1,441,705		0		0			1,441,846
Total	$	141	$	1,466,271	$	0	$	(24,566	)	$	1,441,846
Liabilities
Derivatives	$	0	$	28,123	$	0	$	(24,566	)	$	3,557

(1) Amounts represent the impact of legally enforceable master netting arrangements that allow First Financial to settle positive and negative positions and also cash collateral held with the same counterparties.

Certain financial assets and liabilities are measured at fair value on a nonrecurring basis.  Adjustments to the fair market value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.  The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis were as follows:

	Fair Value Measurements Using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2012
Assets
Impaired loans (1)	$	0	$	0	$	19,564
OREO	0		0		5,651
Covered OREO	0		0		14,059

	Fair Value Measurements Using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2011
Assets
Impaired loans (1)	$	0	$	0	$	20,279
OREO	0		0		4,188
Covered OREO	0		0		6,412

(1) Amounts represent the fair value of collateral for impaired loans allocated to the allowance for loan and lease losses.  Fair values are determined using actual market prices (Level 1), independent third party valuations discounted as appropriate (Level 2) and borrower records discounted as appropriate (Level 3).

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FIRST FINANCIAL BANCORP. (PARENT COMPANY ONLY) FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

First Financial Bancorp. (Parent Company Only) Financial Information

Balance Sheets

	December 31,
(Dollars in thousands)	2012		2011
Assets
Cash	$	106,196	$	111,657
Investment securities, available for sale	3,623		2,682
Subordinated notes from subsidiaries	7,500		7,500
Investment in subsidiaries
Commercial banks	575,701		573,295
Nonbanks	18,671		18,659
Total investment in subsidiaries	594,372		591,954
Premises and equipment	1,706		1,842
Other assets	15,058		14,889
Total assets	$	728,455	$	730,524
Liabilities
Dividends payable	$	16,869	$	16,196
Other liabilities	1,161		2,107
Total liabilities	18,030		18,303
Shareholders’ equity	710,425		712,221
Total liabilities and shareholders’ equity	$	728,455	$	730,524

Statements of Income

	Years Ended December 31,
(Dollars in thousands)	2012			2011			2010
Income
Interest income	$	55		$	70		$	192
Noninterest income	421			0			143
Dividends from subsidiaries	73,800			48,700			60,700
Total income	74,276			48,770			61,035
Expenses
Interest expense	0			391			1,221
Provision for loan and lease losses	0			739			(37		)
Salaries and employee benefits	4,612			4,449			3,377
Miscellaneous professional services	916			719			928
Other	5,209			5,240			3,190
Total expenses	10,737			11,538			8,679
Income before income taxes and equity in undistributed net earnings of subsidiaries	63,539			37,232			52,356
Income tax benefit	(3,869		)	(4,263		)	(3,162		)
Equity in undistributed (loss) earnings of subsidiaries	(105		)	25,244			3,733
Net income	$	67,303		$	66,739		$	59,251

Statements of Cash Flows

	Years Ended December 31,
(Dollars in thousands)	2012			2011			2010
Operating activities
Net income	$	67,303		$	66,739		$	59,251
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed loss (earnings) of subsidiaries	105			(25,244		)	(3,733		)
Provision for loan and lease losses	0			739			(37		)
Depreciation and amortization	27			31			42
Stock-based compensation expense	4,186			3,935			3,084
Deferred income taxes	(207		)	(509		)	(569		)
Increase in dividends payable	673			10,342			710
Decrease in accrued expenses	(1,799		)	(10,003		)	(140		)
(Increase) decrease in other assets	(139		)	(241		)	170
Net cash provided by operating activities	70,149			45,789			58,778
Investing activities
Proceeds from calls and maturities of investment securities	0			158			0
Purchases of investment securities, available-for-sale	(474		)	(137		)	(290		)
Net decrease (increase) in loans	0			2,681			(1,743		)
Purchases of premises and equipment	0			0			(1,285		)
Other	109			514			(548		)
Net cash (used in) provided by investing activities	(365		)	3,216			(3,866		)
Financing activities
Redemption of junior subordinated debentures	0			(20,620		)	0
Cash dividends paid on common stock	(67,797		)	(35,312		)	(22,490		)
Cash dividends paid on preferred stock	0			0			(1,100		)
Treasury stock purchase	(6,806		)	0			0
Issuance of common stock	0			0			91,224
Payment to repurchase preferred stock	0			0			(80,000		)
Proceeds from exercise of stock options, net of shares purchased	320			63			272
Excess tax benefit on share-based compensation	438			259			535
Other	(1,400		)	478			(1,086		)
Net cash used in financing activities	(75,245		)	(55,132		)	(12,645		)
(Decrease) increase in cash	(5,461		)	(6,127		)	42,267
Cash at beginning of year	111,657			117,784			75,517
Cash at end of year	$	106,196		$	111,657		$	117,784

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating activities
Net income	$ 67,303	$ 66,739	$ 59,251
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	50,020	83,291	96,708
Depreciation and amortization	15,833	11,951	10,978
Stock-based compensation expense	4,186	3,935	3,084
Pension (income) expense	(481)	(1,349)	2,011
Net amortization of premiums/accretion of discounts on investment securities	12,171	5,224	998
Gains on sales of investments securities	(3,628)	(2,541)	0
Loss on trading securities	0	0	30
Originations of loans held for sale	(223,075)	(157,825)	(166,333)
Net gains from sales of loans held for sale	(4,570)	(4,258)	(4,632)
Proceeds from sales of loans held for sale	232,523	166,541	146,029
Deferred income taxes	(14,085)	(14,463)	(11,460)
Decrease (increase) in interest receivable	3,267	(1,438)	8,584
Decrease (increase) in cash surrender value of life insurance	1,422	(805)	(3,819)
Decrease in prepaid expenses	5,321	6,230	4,832
Decrease in indemnification asset	53,402	49,639	64,759
(Increase) decrease in accrued expenses	3,374	(17,422)	7,828
(Decrease) increase in interest payable	(1,686)	(1,853)	757
Contribution to pension plan	0	0	(60,000)
Other	10,537	11,482	25,410
Net cash provided by operating activities	211,834	203,078	185,015
Investing activities
Proceeds from sales of investment securities available-for-sale	240,316	165,153	0
Proceeds from calls, paydowns and maturities of securities available-for-sale	269,236	342,973	168,385
Purchases of securities available-for-sale	(1,022,772)	(1,027,754)	(618,978)
Proceeds from calls, paydowns and maturities of securities held-to-maturity	154,071	12,002	1,288
Purchases of securities held-to-maturity	(7,521)	0	(577)
Net decrease (increase) in interest-bearing deposits with other banks	351,057	(198,446)	85,065
Net (increase) decrease in loans and leases, excluding covered loans	(240,113)	(53,946)	24,746
Net decrease in covered assets	255,905	340,877	374,532
Proceeds from disposal of other real estate owned	35,357	40,994	14,168
Purchases of premises and equipment	(25,502)	(23,541)	(22,789)
Net cash acquired from acquisition	0	620,640	0
Net cash provided by investing activities	10,034	218,952	25,840
Financing activities
Net decrease in total deposits	(687,000)	(310,029)	(204,391)
Net increase in short-term borrowings	525,139	39,589	22,412
Payments on long-term borrowings	(1,313)	(52,308)	(255,486)
Redemption of other long-term debt	0	(20,620)	0
Cash dividends paid on common stock	(67,797)	(35,312)	(22,490)
Cash dividends paid on preferred stock	0	0	(1,100)
Redemption of preferred stock	0	0	(80,000)
Issuance of common stock, net of issuance costs	0	0	91,224
Treasury stock purchase	(6,806)	0	0
Proceeds from exercise of stock options	320	63	272
Excess tax benefit on share-based compensation	438	259	535
Net cash used in financing activities	(237,019)	(378,358)	(449,024)
Cash and cash equivalents:
Net (decrease) increase in Cash and Due from Banks	(15,151)	43,672	(238,169)
Cash and Due from Banks at beginning of year	149,653	105,981	344,150
Cash and Due from Banks at end of year	134,502	149,653	105,981
Supplemental disclosures
Interest paid	29,276	46,774	67,235
Income taxes paid	54,685	60,438	45,665
Acquisition of other real estate owned through foreclosure	29,956	53,865	50,714
Stock Issued During Period, Value, Restricted Stock Award, Gross	4,943	4,188	4,719
Branch Acquisitions [Member]
Acquisitions
Assets acquired - banking center acquisitions	0	765,125	0
Liabilities assumed - banking center acquisitions	0	808,355	0
Goodwill	$ 0	$ 43,230	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2012

Basis of Presentation Policy

Basis of presentation. The Consolidated Financial Statements of First Financial Bancorp. (First Financial or the Company), a bank holding company, principally serving Ohio, Indiana and Kentucky, include the accounts and operations of First Financial and its wholly owned subsidiary, First Financial Bank, N.A. (First Financial Bank or the Bank). All significant intercompany transactions and accounts have been eliminated in consolidation. Certain reclassifications of prior years' amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

Use of Estimates, Policy

Use of estimates. The preparation of Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Actual realized amounts could differ materially from those estimates.

Investment, Policy

Investment securities. First Financial classifies debt and equity securities into three categories: trading, held-to-maturity and available-for-sale.

Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as of each balance sheet date. Investment securities are classified as held-to-maturity when First Financial has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost.

Investment securities classified as trading are held principally for resale in the near term and are recorded at fair value. Gains or losses, either unrealized or realized, are reported in noninterest income. Quoted market prices are used to determine the fair value of trading securities.

Investment securities not classified as either held-to-maturity or trading are classified as available-for-sale. Available-for-sale securities are recorded at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income (loss) in shareholders' equity.

The amortized cost of investment securities classified as either held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is considered an adjustment to the yield on the security and included in interest income from investments. Interest and dividends are included in interest income from investment securities.

Realized gains and losses are based on amortized cost of the security sold using the specific identification method. Available-for-sale and held-to-maturity securities are reviewed quarterly for potential impairment in fair value. In performing this review, management considers the length of time and extent to which the security’s fair value has been less than amortized cost, the financial condition and near-term prospects of the issuer and the ability and intent of First Financial to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the fair value of a security is less than the amortized cost and the impairment is determined to be other-than-temporary, the security is written down, establishing a new and reduced cost basis. The related charge is recorded in the Consolidated Statements of Income.

Other investments include holdings in Federal Reserve Bank (FRB) stock and Federal Home Loan Bank (FHLB) stock. FRB and FHLB stock are both carried at cost.

Goodwill and Intangible Assets, Policy

Goodwill and other indefinite lived intangible assets. Under accounting for business combinations, the net assets of entities acquired by First Financial are recorded at their estimated fair value at the date of acquisition. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. Goodwill and intangible assets deemed to have indefinite lives, if any, are not amortized, but are subject to annual impairment tests.

Goodwill and Intangible Assets, Goodwill, Policy

Goodwill. Assets and liabilities of acquired entities are recorded at their estimated fair values as of the acquisition date and are subject to refinement for up to one year as additional information relative to initial estimated fair value data becomes available. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill.

Goodwill is not amortized, but is measured for impairment on an annual basis as of October 1 of each year or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value.  First Financial performed its annual impairment test of goodwill as of October 1, 2012 and no impairment was indicated.  As of December 31, 2012, no events or changes in circumstances indicated that the fair value of a reporting unit was below its carrying value.

Property, Plant and Equipment, Policy

Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed principally on the straight-line method over the estimated useful lives of the assets. Useful lives generally range from 10 to 40 years for building and building improvements; 3 to 10 years for furniture, fixtures and equipment; and 3 to 5 years for software, hardware and data handling equipment. Land improvements are depreciated over 20 years and leasehold improvements are depreciated over the lesser of the base term of the respective lease or the asset useful life. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Maintenance and repairs are charged to operations as incurred.

FDIC Indemnification Assets Policy

FDIC indemnification asset. The FDIC indemnification asset results from the loss sharing agreements entered into in conjunction with First Financial's FDIC-assisted transactions and is measured separately from the related assets covered by loss sharing agreements with the FDIC (covered assets) as it is not contractually embedded in those assets and is not transferable should First Financial choose to dispose of the covered assets. The FDIC indemnification asset represents expected reimbursements from the FDIC for losses on covered loans. Pursuant to the terms of the loss sharing agreements, covered loans are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. The FDIC indemnification asset was recorded at estimated fair values at the time of the FDIC-assisted transaction. Fair values were estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing of the loss sharing reimbursement from the FDIC.

The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows and are reflected as a yield adjustment on the indemnification asset. Declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows and are reflected as both FDIC loss sharing income and an increase to the indemnification asset.

Commitments and Contingencies, Policy

In the normal course of business, First Financial offers a variety of financial instruments with off-balance-sheet risk to its clients to assist them in meeting their liquidity and credit enhancement requirements. These financial instruments include standby letters of credit and outstanding commitments to extend credit.  GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.  

First Financial’s exposure to credit loss, in the event of nonperformance by the counterparty to the financial instrument for standby letters of credit and outstanding commitments to extend credit, is represented by the contractual amounts of those instruments.  First Financial uses the same credit policies in issuing commitments and conditional obligations as it does for on-balance-sheet credit instruments.

Certain Loans and Debt Securities Acquired in Transfer, Recognizing Interest Income on Impaired Loans, Policy

First Financial accounts for the majority of covered loans under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, except loans with revolving privileges, which are outside the scope of this guidance, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. Loans accounted for under FASB ASC Topic 310-30 are referred to as purchased impaired loans. For more information on First Financial's accounting for covered loans, see Note 1 - Summary of Significant Accounting Policies.

Purchased impaired loans are not classified as nonperforming assets as the loans are considered to be performing under FASB ASC Topic 310-30. Therefore, interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all covered purchased impaired loans.

Fair Value of Financial Instruments, Policy

Fair Value Measurement

The fair value framework as disclosed in the Fair Value Measurements and Disclosure Topic of the FASB ASC Topic 825, Financial Instruments (Fair Value Topic) includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2), and the lowest priority to unobservable inputs (Level 3).  When determining the fair value measurements for assets and liabilities, First Financial looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1.  When identical assets and liabilities are not traded in active markets, First Financial looks to market observable data for similar assets and liabilities and classifies such items as Level 2.  Certain assets and liabilities are not actively traded in observable markets and First Financial must use alternative techniques, based on unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.

Cash and short-term investments. The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term investments, such as federal funds sold, approximated the fair value of those instruments. The Company classifies cash and short-term investments in Level 1 of the fair value hierarchy.

Investment securities. Investment securities classified as trading and available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar investment securities.  First Financial compiles prices from various sources who may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for the specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment securities not valued based upon the methods above are considered Level 3.

First Financial utilizes information provided by a third-party investment securities administrator in analyzing the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic.  The adminstrator’s evaluation of investment security portfolio pricing is performed using a combination of prices and data from other sources, along with internally developed matrix pricing models and assistance from the provider’s internal fixed income analysts and trading desk.  The adminstrator’s month-end pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, previous evaluation prices and between the various pricing services.  These processes produce a series of quality assurance reports on which price exceptions are identified, reviewed and where appropriate, securities are repriced.  In the event of a materially different price, the administrator will report the variance as a “price challenge” and review the pricing methodology in detail.  The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

First Financial reviews the pricing methodologies utilized by the administrator to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy. Further, the Company periodically validates the fair values for a sample of securities in the portfolio by comparing the fair values provided by the administrator to prices from other independent sources for the same or similar securities. First Financial analyzes unusual or significant variances and conducts additional research with the administrator, if necessary, and takes appropriate action based on its findings.

Loans held for sale. Loans held for sale are carried at the lower of cost or fair value.  These loans currently consist of one-to-four family residential real estate loans originated for sale to qualified third parties.  Fair value is based on the contractual price to be received from these third parties, which is not materially different than cost due to the short duration between origination and sale (Level 2).  As such, First Financial records any fair value adjustments on a nonrecurring basis.  Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest income in the Consolidated Statements of Income.

Loans, excluding covered loans. The fair value of commercial, commercial real estate, residential real estate and consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency.  The Company classifies the estimated fair value of uncovered loans as Level 3 in the fair value hierarchy.

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.  Impaired loans are valued at the lower of cost or fair value for purposes of determining the appropriate amount of impairment to be allocated to the allowance for loan and lease losses.  Fair value is generally measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The vast majority of the collateral is real estate.  The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower financial statements if not considered significant.  Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3).  Impaired loans allocated to the allowance for loan and lease losses are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

Covered loans. Fair values for covered loans accounted for under FASB ASC Topic 310-30 were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. These covered loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. First Financial estimated the cash flows expected to be collected on these loans based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

Fair values for covered loans accounted for outside of FASB ASC Topic 310-30 were estimated by discounting the future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency. The carrying amount of accrued interest approximates its fair value.

The Company classifies the estimated fair value of covered loans as Level 3 in the fair value hierarchy.

FDIC indemnification asset. The accounting for FDIC indemnification assets is closely related to the accounting for the underlying, indemnified assets. Fair value of the FDIC indemnification asset was estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. First Financial re-estimates the expected indemnification asset cash flows in conjunction with the periodic re-estimation of cash flows on covered loans accounted for under FASB ASC Topic 310-30. Improvements in cash flow expectations on covered loans generally result in a related decline in the expected indemnification cash flows while declines in cash flow expectations on covered loans generally result in an increase in expected indemnification cash flows.

The expected cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The Company classifies the estimated fair value of the indemnification asset as Level 3 in the fair value hierarchy.

Deposit liabilities. The fair value of demand deposits, savings accounts and certain money-market deposits was the amount payable on demand at the reporting date.  The carrying amounts for variable-rate certificates of deposit approximated their fair values at the reporting date.  The fair value of fixed-rate certificates of deposit was estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities.  The carrying amount of accrued interest approximates its fair value. The Company classifies the estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.

Borrowings. The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximate their fair values.  The Company classifies the estimated fair value of short-term borrowings as Level 1 of the fair value hierarchy.

The fair value of long-term debt is estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities.  Third-party valuations are used for long-term debt with embedded options, such as call features. The Company classifies the estimated fair value of long-term debt as Level 2 in the fair value hierarchy.

Commitments to extend credit and standby letters of credit. Pricing of these financial instruments is based on the credit quality and relationship, fees, interest rates, probability of funding and compensating balance and other covenants or requirements.  Loan commitments generally have fixed expiration dates, are variable rate and contain termination and other clauses which provide for relief from funding in the event that there is a significant deterioration in the credit quality of the client.  Many loan commitments are expected to expire without being drawn upon.  The rates and terms of the commitments to extend credit and the standby letters of credit are competitive with those in First Financial’s market area.  The carrying amounts are reasonable estimates of the fair value of these financial instruments.  Carrying amounts, which are comprised of the

unamortized fee income and, where necessary, reserves for any expected credit losses from these financial instruments, are immaterial.

Derivatives. The fair values of derivative instruments are based primarily on a net present value calculation of the cash flows related to the interest rate swaps at the reporting date, using primarily observable market inputs such as interest rate yield curves.  The discounted net present value calculated represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes a vendor-developed, proprietary model to value the credit risk component of both the derivative assets and liabilities.  The credit valuation adjustment is recorded as an adjustment to the fair value of the derivative asset or liability on the reporting date. Derivative instruments are classified as Level 2 in the fair value hierarchy.

Core Deposit Intangibles Policy

Core deposit intangibles. Core deposit intangibles represent the estimated value of acquired relationships with deposit customers. The estimated fair value of core deposit intangibles are based on a discounted cash flow methodology that gives appropriate consideration to expected customer attrition rates, cost of the deposit base, reserve requirements and the net maintenance cost attributable to customer deposits. Core deposit intangibles are amortized on an accelerated basis over their useful lives.

Income Tax, Policy

Income taxes. First Financial and its subsidiaries file a consolidated federal income tax return. Each subsidiary provides for income taxes on a separate return basis, and remits to First Financial amounts determined to be currently payable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Financial Statements as a component of noninterest expense.

Pension and Other Postretirement Plans, Pensions, Policy

Pension. First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. The measurement of the accrued benefit liability and the annual pension expense involves actuarial and economic assumptions. The assumptions used in pension accounting include those related to the discount rates, the expected return on plan assets and the rate of compensation increase.

Derivatives, Policy

Derivative instruments. First Financial accounts for its derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging. FASB ASC Topic 815 requires all derivative instruments to be carried at fair value on the balance sheet. First Financial designates derivative instruments used to manage interest rate risk as hedging relationships with certain assets or liabilities being hedged.

First Financial utilizes derivative instruments, primarily interest rate swaps, designated as fair value hedges to meet the needs of clients and mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk. As the critical terms of the hedged financial instruments and the derivative instruments coincide, the changes in the fair value of the hedged financial instruments and the derivative instruments offset and the hedges are considered to be highly effective. For interest rate swaps designated as fair value hedges, the fair value of the interest rate swap is recognized on the Consolidated Balance Sheets as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings. Derivative gains or losses not considered effective in hedging the change in fair value of the hedged item, if any, are recognized immediately in the Consolidated Statements of Income.

First Financial utilizes derivative instruments, primarily interest rate swaps, designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates. The net interest receivable or payable on an interest rate swap designated as a cash flow hedge is accrued and recognized as an adjustment to interest income or interest expense. For interest rate swaps designated as cash flow hedges, the fair value of the interest rate swaps is included within accrued interest and other assets on the Consolidated Balance Sheets. Changes in the fair value of the interest rate swap are included in accumulated comprehensive income (loss). Derivative gains and losses not considered effective in hedging the cash flows related to the underlying assets or liabilities, if any, are recognized immediately in the Consolidated Statement of Income.

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that First Financial will incur a loss because a counterparty fails to meet its contractual obligations. Generally, the credit risk associated with interest rate swaps is significantly less than the notional values associated with these instruments. The notional values represent contractual balances on which the calculations of amounts to be exchanged are based. First Financial manages this credit risk through counterparty credit policies.

Share-based Compensation, Option and Incentive Plans Policy

Stock-based compensation. First Financial grants stock-based awards, including restricted stock awards for and options to purchase the Company’s common stock. Stock option grants are for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. Stock-based compensation expense is recognized in the Consolidated Statements of Income on a straight-line basis over the vesting period. The amortization of stock-based compensation expense reflects estimated forfeitures adjusted for actual forfeiture experience. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise. At the time stock-based awards are exercised, are canceled or expire, First Financial may be required to recognize an adjustment to tax expense.

Earnings Per Share, Policy

Earnings per share. Basic net income per common share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding, unvested shares and dilutive common stock equivalents outstanding during the period. Common stock equivalents consist of common stock issuable under the assumed exercise of stock options granted under First Financial's stock plans and the assumed conversion of common stock warrants, using the treasury stock method.

Cash and Cash Equivalents, Policy

Cash and Due from Banks.Cash and due from banks consist of currency, coin and cash items due from banks. Cash items due from banks include noninterest bearing deposits held at other banks.

Segment Reporting, Policy

Segments and related information. In 2012, management continued to review operating performance and make decisions as one banking segment in contiguous geographic markets.

Credit Risk

Derivatives, Methods of Accounting, Hedging Derivatives

First Financial manages this market value credit risk through counterparty credit policies. These policies require the Company to maintain a total derivative notional position of less than 35% of assets, total credit exposure of less than 3% of capital and no single counterparty credit risk exposure greater than $20.0 million.

Non Covered Loans

Loans and Leases Receivable, Nonaccrual Loan and Lease Status, Policy

Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are placed on nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as, insufficient collateral value. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed on nonaccrual status. Any payments received while a loan is on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Impaired Financing Receivable, Policy

Loans placed on nonaccrual status and TDRs are considered impaired.

Loans and Leases Receivable, Real Estate Acquired Through Foreclosure, Policy

OREO is comprised of properties acquired by the Company through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem loans. The acquired properties are recorded at the lower of cost or fair value, less estimated costs of disposal (net realizable value), upon acquisition. Losses arising at the time of acquisition of such properties are charged against the allowance for loan and lease losses. Subsequent write-downs in the carrying value of OREO properties are expensed as incurred. Improvements to the properties may be capitalized if the improvements contribute to the overall value of the property, but may not be capitalized in excess of the net realizable value of the property.

Loans and Leases Receivable, Allowance for Loan Losses Policy

Allowance for loan and lease losses, excluding covered loans. For each reporting period, management maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, is deemed to be uncollectible.

Management's determination of the adequacy of the allowance is based on an assessment of the probable loan and lease losses inherent in the portfolio given the conditions at the time. The allowance is increased by provisions charged to expense and decreased by actual charge-offs, net of recoveries of amounts previously charged-off. Loans are charged off when management believes that the collection of the principal amount owed in full, either through payments from the borrower or from the liquidation of collateral, is unlikely.

In the commercial portfolio, which includes time and demand notes, tax-exempt loans and commercial real estate loans, non-homogeneous loan relationships greater than $250,000 that are considered impaired or designated as a troubled debt restructuring (TDR) are evaluated to determine the need for a specific allowance based on the borrower's overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral.

The allowance for non-impaired commercial loans and impaired commercial loan relationships less than $250,000 includes a process of estimating the probable losses inherent in the portfolio by category, based on First Financial's internal system of credit risk ratings and historical loss data. These estimates may also be adjusted for management's estimate of probable losses on specific loan types dependent upon trends in the values of the underlying collateral, delinquent and nonaccrual loans, prevailing economic conditions, changes in lending strategies and other influencing factors.

Consumer loans are generally evaluated by asset type (i.e., residential real estate, installment, etc.), as these loans exhibit homogeneous characteristics. The allowance for consumer loans, which includes residential real estate, installment, home equity, credit card loans and overdrafts, is established by estimating losses inherent in each particular category of consumer loans. The estimate of losses is primarily based on historical loss rates for each category, as well as trends in delinquent and nonaccrual loans, prevailing economic conditions and other significant influencing factors. Consumer loans greater than $100,000 whose terms have been modified in a TDR are individually analyzed for estimated impairment.

Finance, Loans and Leases Receivable, Policy

Loans and leases, excluding covered loans. Loans and leases for which First Financial has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are classified in the Consolidated Balance Sheets as loans and leases. Except for loans which are subject to fair value requirements, loans and leases are carried at the principal amount outstanding, net of unamortized deferred loan origination fees and costs and net of unearned income. Loan origination and commitment fees received, as well as certain direct loan origination costs paid, are deferred, and the net amount is amortized as an adjustment to the related loan's yield. Interest income is recorded on an accrual basis. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed in nonaccrual status. Any payments received while a loan is in nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Other Real Estate Owned Policy

Other real estate owned (OREO). OREO represents properties primarily acquired by First Financial's bank subsidiary through loan defaults by clients. OREO properties are recorded at the lower of cost or fair value, minus estimated costs to sell, at the date acquired. Management performs periodic valuations to assess the adequacy of the recorded OREO balances. When management disposes of an OREO property, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income.

Covered Loans

Loans and Leases Receivable, Allowance for Loan Losses Policy

Allowance for loan and lease losses, covered loans. First Financial maintains an allowance for loan and lease losses on covered loans. For loans accounted for under FASB ASC Topic 310-30, expected cash flows are re-estimated periodically with any decline in expected cash flows recorded as provision expense on a discounted basis during the period. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The related, estimated reimbursement on covered loan losses due from the FDIC under loss sharing agreements is recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset.

Finance, Loans and Leases Receivable, Policy

Covered loans. Loans acquired in Federal Deposit Insurance Corporation (FDIC)-assisted transactions that are initially covered under loss sharing agreements are referred to as covered loans. Covered loans were recorded at their estimated fair value at the time of acquisition. Estimated fair values for covered loans were based on a discounted cash flow methodology that considered various factors including the type of loan and related collateral, classification status, interest rate, term of loan, whether or not the loan was amortizing and a discount rate reflecting the Company's assessment of risk inherent in the cash flow estimates. Covered loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.

First Financial evaluates purchased loans for impairment in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. First Financial is accounting for covered loans under FASB ASC Topic 310-30 except for loans with revolving privileges, which are outside the scope of this guidance, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. Loans accounted for under FASB ASC Topic 310-30 are referred to as purchased impaired loans. Interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all covered purchased impaired loans.

For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial groups acquired loans into pools based on common risk characteristics. Expected cash flows are re-estimated periodically for all purchased impaired loans. The cash flows expected to be collected are estimated based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense on a discounted basis during the period (see "Allowance for loan and lease losses - covered loans" below). Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

In addition to the accretion income discussed above, covered loans impact noninterest income as well. For covered loans that prepay, noninterest income may be recorded related to the recovery of any remaining accretable difference and the net recovery of the value adjustment associated with assumed credit impairment offset by a corresponding valuation adjustment on the FDIC indemnification asset. This scenario can occur either through a loan sale or ordinary prepayments that are typical in a loan portfolio.

Covered loans outside the scope of FASB ASC Topic 310-30 are accounted for under FASB ASC Topic 310-20, Receivables-Nonrefundable Fees and Costs. Discounts created when the loans were recorded at their estimated fair values at acquisition are amortized over the remaining term of the loan as an adjustment to the related loan's yield. The accrual of interest income is discontinued when the collection of a loan or interest, in whole or in part, is doubtful.

Other Real Estate Owned Policy

Other real estate owned – covered (Covered OREO). Covered OREO represents properties primarily acquired by First Financial's bank subsidiary through loan defaults by clients on covered loans. Pursuant to the terms of the loss sharing agreements, covered assets are subject to stated loss thresholds whereby the FDIC will reimburse First Financial for 80% of losses up to the stated loss thresholds, and 95% of losses in excess of the thresholds. Covered OREO properties are recorded at the lower of cost or fair value, minus estimated costs to sell, at the date acquired. Management performs periodic valuations to assess the adequacy of the recorded OREO balances. When management disposes of an OREO property, any gains or losses realized at the time of disposal are reflected in the Consolidated Statements of Income, and, in general, are substantially offset by a related adjustment to the FDIC indemnification asset.

Covered Loans | Loans Accounted for Under FASB ASC Topic 310-30

Loans and Leases Receivable, Nonperforming Loan and Lease, Policy

Covered purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or prospective yield adjustments

Covered Loans | Loans Excluded from FASB ASC Topic 310-30

Loans and Leases Receivable, Nonaccrual Loan and Lease Status, Policy

Similar to uncovered loans, covered loans accounted for outside FASB ASC Topic 310-30 are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are placed on nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as, insufficient collateral value. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed in nonaccrual status. Any payments received while a loan is in nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Fair Value Hedges

Derivatives, Methods of Accounting, Hedging Derivatives

Fair Value Hedges. First Financial utilizes interest rate swaps designated as fair value hedges as a means to offer commercial borrowers products that meet their needs, but are also designed to achieve First Financial’s desired interest rate risk profile at the time.  First Financial accomplishes this by entering into swap agreements with commercial borrowers and simultaneously entering into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These interest rate swap agreements generally involve the receipt by First Financial of floating rate amounts from the counterparties in exchange for payments to these counterparties by First Financial of fixed rate amounts received from commercial borrowers over the life of the agreements. These interest rate swap agreements do not involve an exchange of the underlying principal or notional amount.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.  The net interest receivable or payable on these interest rate swaps is accrued and recognized as an adjustment to the interest income or interest expense of the hedged item.  The fair value of these interest rate swaps is included within Accrued interest and other assets and Accrued interest and other liabilities on the Consolidated Balance Sheets.  The corresponding fair-value adjustment is also included on the Consolidated Balance Sheets in the carrying value of the hedged item.  Derivative gains and losses not considered effective in hedging the change in fair value of the hedged item, if any, are recognized in income immediately.

Cash Flow Hedges

Derivatives, Methods of Accounting, Hedging Derivatives

Cash Flow Hedges. First Financial utilizes interest rate swaps designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates. The net interest receivable or payable on an interest rate swap designated as a cash flow hedge is accrued and recognized as an adjustment to interest income or interest expense. The fair value of interest rate swaps is included within Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps are included in accumulated comprehensive income (loss). Derivative gains and losses not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

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ALLOWANCE FOR LOAN AND LEASE LOSSES - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Financing Receivable, Allowance for Credit Losses [Line Items]
Provision for loan and lease losses	$ 30,903,000	$ 64,081,000	$ 63,144,000
Net charge-offs	28,500,000	37,700,000	46,700,000
FDIC loss sharing income	35,346,000	60,888,000	51,844,000
Allowance for covered loan losses	45,190,000	42,835,000	16,493,000	0
Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Restructured loan relationships review threshold	250,000
Covered Loans
Financing Receivable, Allowance for Credit Losses [Line Items]
Loss share expenses primarily related to losses on covered OREO	13,200,000	12,800,000	1,500,000
Residential Portfolio Segment [Member] | Non Covered Loans
Financing Receivable, Allowance for Credit Losses [Line Items]
Restructured loan relationships review threshold	100,000
Restructured Loans, Loan Relationships, Review Threshold Amount Minimum	$ 100,000

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BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of Short-term Debt [Table Text Block]

The following is a summary of short-term borrowings for the last three years:

	2012				2011				2010
(Dollars in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
At December 31,
Federal funds purchased and securities sold under agreements to repurchase	$	122,570	0.13	%	$	99,431	0.10	%	$	59,842	0.20	%
Federal Home Loan Bank borrowings	502,000		0.17	%	0		N/A		0		N/A
Total	$	624,570	0.16	%	$	99,431	0.10	%	$	59,842	0.20	%
Average for the year
Federal funds purchased and securities sold under agreements to repurchase	$	86,980	0.08	%	$	96,060	0.17	%	$	47,531	0.20	%
Federal Home Loan Bank borrowings	111,295		0.17	%	0		N/A		0		N/A
Total	$	198,275	0.13	%	$	96,060	0.17	%	$	47,531	0.20	%
Maximum month-end balances
Federal funds purchased and securities sold under agreements to repurchase	$	170,751			$	105,291			$	64,995
Federal Home Loan Bank borrowings	502,000				0				0

Summary of Long-term Debt [Table Text Block]

The following is a summary of First Financial's long-term debt:

	2012				2011
(Dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Federal Home Loan Bank	$	9,427	3.74	%	$	11,544	3.80	%
National Market Repurchase Agreement	65,000		3.50	%	65,000		3.50	%
Capital loan with municipality	775		0.00	%	0		0.00	%
Total long-term debt	$	75,202	3.49	%	$	76,544	3.55	%

Schedule of Maturities of Long-term Debt [Table Text Block]

As of December 31, 2012, the long-term debt matures as follows:

(Dollars in thousands)	FHLB		Repurchase Agreement
2013	$	28	$	12,500
2014	29		27,500
2015	28		25,000
2016	29		0
2017	28		0
Thereafter	9,285		0
Total	$	9,427	$	65,000

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $)	12 Months Ended				0 Months Ended	12 Months Ended		0 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Core Deposits [Member]	Sep. 23, 2011 Liberty Savings Bank FSB [Member]	Dec. 31, 2011 Liberty Savings Bank FSB [Member]	Sep. 23, 2011 Liberty Savings Bank FSB [Member] Core Deposits [Member]	Dec. 02, 2011 Flagstar Bank FSB [Member]	Dec. 31, 2011 Flagstar Bank FSB [Member]	Dec. 02, 2011 Flagstar Bank FSB [Member] Core Deposits [Member]
Goodwill and Intangible Assets Disclosure [Line Items]
Goodwill beginning of period	$ 95,050,000	$ 51,820,000
Goodwill acquired					17,100,000	17,102,000		26,100,000	26,128,000
Goodwill end of period	95,050,000	95,050,000	51,820,000
Intangible assets amortization method				accelerated basis
Intangibles acquired							4,000,000			3,000,000
Finite-Lived Core Deposits, Gross	7,400,000
Finite-Lived Intangible Assets, Net		9,900,000
Estimated weighted average life (in years)				7 years 296 days
Finite-Lived Intangible Assets, Amortization Expense	$ 2,600,000	$ 1,200,000	$ 1,300,000

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LOANS (excluding covered loans) - Changes in Other Real Estate Owned (Detail) (Non Covered Loans, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	$ 11,317	$ 17,907	$ 4,145
Additions	9,281	4,232	18,650
Disposals	5,493	6,452	3,989
Write-downs	2,579	4,370	899
Balance at end of period	12,526	11,317	17,907
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	6,741	1,328	17,520
Disposals	3,572	3,916	2,315
Write-downs	2,290	4,042	727
Residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	2,540	2,904	1,130
Disposals	1,921	2,536	1,674
Write-downs	$ 289	$ 328	$ 172

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
ASSETS
Cash and due from banks	$ 134,502	$ 149,653
Interest-bearing deposits with other banks	24,341	375,398
Investment securities available-for-sale, at market value (cost $1,017,104 at December 31, 2012 and $1,421,490 at December 31, 2011)	1,032,096	1,441,846
Investment securities held-to-maturity (market value $778,474 at December 31, 2012 and $2,893 at December 31, 2011)	770,755	2,664
Other investments	71,492	71,492
Loans held for sale	16,256	24,834
Loans:
Commercial	861,033	856,981
Real estate-construction	73,517	114,974
Real estate-commercial	1,417,008	1,233,067
Real estate-residential	318,210	287,980
Installment	56,810	67,543
Home equity	367,500	358,960
Credit card	34,198	31,631
Lease financing	50,788	17,311
Total loans, excluding covered loans	3,179,064	2,968,447
Less: Allowance for loan and lease losses - uncovered	47,777	52,576
Net loans - excluding covered loans	3,131,287	2,915,871
Covered loans	748,116	1,053,244
Less: Allowance for loan and lease losses - covered	45,190	42,835
Net loans - covered	702,926	1,010,409
Net loans	3,834,213	3,926,280
Premises and equipment	146,716	138,096
Goodwill	95,050	95,050
Other intangibles	7,648	10,844
FDIC indemnification asset	119,607	173,009
Accrued interest and other assets	244,372	262,345
TOTAL ASSETS	6,497,048	6,671,511
Deposits:
Interest-bearing	1,160,815	1,317,339
Savings	1,623,614	1,724,659
Time	1,068,637	1,654,662
Total interest-bearing deposits	3,853,066	4,696,660
Noninterest-bearing	1,102,774	946,180
Total deposits	4,955,840	5,642,840
Federal funds purchased and securities sold under agreements to repurchase	122,570	99,431
Federal Home Loan Bank short-term borrowings	502,000	0
Short-term Debt	624,570	99,431
Long-term debt	75,202	76,544
Total borrowed funds	699,772	175,975
Accrued interest and other liabilities	131,011	140,475
TOTAL LIABILITIES	5,786,623	5,959,290
SHAREHOLDERS' EQUITY
Common stock - no par value Authorized - 160,000,000 shares Issued - 68,730,731 shares in 2012 and 2011	579,293	579,871
Retained earnings	330,004	331,351
Accumulated other comprehensive loss	(18,677)	(21,490)
Treasury stock, at cost, 10,684,496 shares in 2012 and 10,463,677 shares in 2011	(180,195)	(177,511)
TOTAL SHAREHOLDERS' EQUITY	710,425	712,221
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 6,497,048	$ 6,671,511

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EARNINGS PER COMMON SHARE (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

(Dollars in thousands, except per share data)	2012		2011		2010
Numerator for basic and diluted earnings per share -income available to common shareholders:
Net income	$	67,303	$	66,739	$	59,251
Dividends on preferred stock	0		0		1,865
Income available to common shareholders	$	67,303	$	66,739	$	57,386
Denominator for basic earnings per share - weighted average shares	57,876,685		57,691,979		56,969,491
Effect of dilutive securities
Employee stock awards	873,293		907,428		913,809
Warrants	118,814		93,798		109,778
Denominator for diluted earnings per share - adjusted weighted average shares	58,868,792		58,693,205		57,993,078
Earnings per share available to common shareholders
Basic	$	1.16	$	1.16	$	1.01
Diluted	$	1.14	$	1.14	$	0.99

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EARNINGS PER COMMON SHARE - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerator for basic and diluted earnings per share -income available to common shareholders:
Net income	$ 67,303	$ 66,739	$ 59,251
Dividends on preferred stock	0	0	1,865
Income available to common shareholders	$ 67,303	$ 66,739	$ 57,386
Denominator for basic earnings per share - weighted average shares	57,876,685	57,691,979	56,969,491
Effect of dilutive securities -
Employee stock awards	873,293	907,428	913,809
Warrants	118,814	93,798	109,778
Denominator for diluted earnings per share - adjusted weighted average shares	58,868,792	58,693,205	57,993,078
Basic	$ 1.16	$ 1.16	$ 1.01
Diluted	$ 1.14	$ 1.14	$ 0.99

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Preferred Stock	Common Stock	Retained earnings	Accumulated other comprehensive income (loss)	Treasury stock
Beginning Balances at Dec. 31, 2009	$ 649,958	$ 79,195	$ 490,532	$ 276,119	$ (10,487)	$ (185,401)
Beginning Balances (in shares) at Dec. 31, 2009		80,000	62,358,614			(10,924,793)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	59,251			59,251
Other comprehensive income (loss)	(1,557)				(1,557)
Issuance of common stock (in shares)			6,372,117
Issuance of common stock	91,224		91,224
Preferred stock-CPP payoff (in shares)		80,000
Preferred stock-CPP payoff	(79,235)	(79,235)
Cash dividends declared :
Common stock at $1.18 per share in 2012, $0.78 per share in 2011 and $0.40 per share in 2010	(23,194)			(23,194)
Preferred stock	(1,100)			(1,100)
Discount on preferred stock	(765)	40		(805)
Excess tax benefit on share-based compensation	535		535
Exercise of stock options, net of shares purchased (in shares)						88,794
Exercise of stock options, net of shares purchased	(186)		(1,692)			1,506
Restricted stock awards, net of forfeitures (in shares)						170,245
Restricted stock awards, net of forfeitures	(621)		(3,586)			2,965
Share-based compensation expense	3,084		3,084
Ending Balances at Dec. 31, 2010	697,394	0	580,097	310,271	(12,044)	(180,930)
Ending Balances (in shares) at Dec. 31, 2010		0	68,730,731			(10,665,754)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	66,739			66,739
Other comprehensive income (loss)	(9,446)				(9,446)
Cash dividends declared :
Common stock at $1.18 per share in 2012, $0.78 per share in 2011 and $0.40 per share in 2010	(45,659)			(45,659)
Excess tax benefit on share-based compensation	259		259
Exercise of stock options, net of shares purchased (in shares)						23,492
Exercise of stock options, net of shares purchased	(87)		(485)			398
Restricted stock awards, net of forfeitures (in shares)						178,585
Restricted stock awards, net of forfeitures	(914)		(3,935)			3,021
Share-based compensation expense	3,935		3,935
Ending Balances at Dec. 31, 2011	712,221	0	579,871	331,351	(21,490)	(177,511)
Ending Balances (in shares) at Dec. 31, 2011		0	68,730,731			(10,463,677)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	67,303			67,303
Other comprehensive income (loss)	2,813				2,813
Cash dividends declared :
Common stock at $1.18 per share in 2012, $0.78 per share in 2011 and $0.40 per share in 2010	(68,650)			(68,650)
Treasury Stock, Shares, Acquired	460,500					(460,500)
Treasury Stock, Value, Acquired, Cost Method	(6,806)					(6,806)
Excess tax benefit on share-based compensation	438		438
Exercise of stock options, net of shares purchased (in shares)	302,824					75,232
Exercise of stock options, net of shares purchased	(4)		(1,280)			1,276
Restricted stock awards, net of forfeitures (in shares)						164,449
Restricted stock awards, net of forfeitures	(1,076)		(3,922)			2,846
Share-based compensation expense	4,186		4,186
Ending Balances at Dec. 31, 2012	$ 710,425	$ 0	$ 579,293	$ 330,004	$ (18,677)	$ (180,195)
Ending Balances (in shares) at Dec. 31, 2012		0	68,730,731			(10,684,496)

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CAPITAL - Share Repurchase (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2007	Dec. 31, 2001	Dec. 31, 2000	Oct. 23, 2012
Capital [Abstract]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased						5,000,000
Number of shares expected to be repurchased	1,000,000
Treasury Stock, Shares, Acquired		460,500	1,612,285	276,000	650,110
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	4,539,500	4,539,500

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DERIVATIVES - Summary of Derivative Financial Instruments and Balances (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Notional Amount	$ 970,493	$ 775,328
Estimate Fair Value Gain	24,135	24,566
Estimate Fair Value Loss	(26,652)	(28,123)
Pay fixed interest rate swaps with counterparty
Derivatives, Fair Value [Line Items]
Notional Amount	12,739
Fixed to floating interest rate swap [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	35,000
Fair Value Hedges
Derivatives, Fair Value [Line Items]
Notional Amount	935,493	775,328
Fair Value Hedges | Pay fixed interest rate swaps with counterparty | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	12,739	17,456
Estimate Fair Value Gain	0	0
Estimate Fair Value Loss	(1,445)	(2,263)
Fair Value Hedges | Matched interest rate swaps | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	461,377	378,936
Estimate Fair Value Gain	0	0
Estimate Fair Value Loss	(24,978)	(25,860)
Fair Value Hedges | Matched interest rate swaps | Accrued interest and other assets
Derivatives, Fair Value [Line Items]
Notional Amount	461,377	378,936
Estimate Fair Value Gain	24,135	24,566
Estimate Fair Value Loss	0	0
Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	35,000	0
Cash Flow Hedging [Member] | Fixed to floating interest rate swap [Member] | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	35,000	0
Estimate Fair Value Gain	0	0
Estimate Fair Value Loss	$ (229)	$ 0

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LOANS TO RELATED PARTIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Loans to Related Parties [Roll Forward]
Beginning balance	$ 10,599	$ 10,375	$ 16,047
Additions	1,791	1,297	1,533
Deductions	(1,964)	(1,073)	(7,205)
Ending balance	10,426	10,599	10,375
Loans 90 days past due	$ 0	$ 0	$ 0

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INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Held-To-Maturity and Available-For-Sale Investment Securities

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2012:

	Held-to-Maturity									Available-for-Sale
(Dollars in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss			Market Value		Amortized Cost		Unrealized Gain		Unrealized Loss			Market Value
Securities of U.S. government agencies and corporations	$	20,512	$	679	$	0		$	21,191	$	15,562	$	333	$	0		$	15,895
Mortgage-backed securities	740,891		8,077		(1,290		)	747,678		854,150		14,564		(1,485		)	867,229
Obligations of state and other political subdivisions	9,352		265		(12		)	9,605		35,913		169		(84		)	35,998
Asset-backed securities	0		0		0			0		57,000		90		(1		)	57,089
Other securities	0		0		0			0		54,479		1,569		(163		)	55,885
Total	$	770,755	$	9,021	$	(1,302	)	$	778,474	$	1,017,104	$	16,725	$	(1,733	)	$	1,032,096

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2011:

	Held-to-Maturity								Available-for-Sale
	Amortized		Unrealized		Unrealized		Market		Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Gain		Loss		Value		Cost		Gain		Loss			Value
Securities of U.S. government agencies and corporations	$	0	$	0	$	0	$	0	$	45,757	$	433	$	0		$	46,190
Mortgage-backed securities	90		2		0		92		1,344,015		21,394		(2,031		)	1,363,378
Obligations of state and other political subdivisions	2,574		227		0		2,801		9,270		121		(5		)	9,386
Other securities	0		0		0		0		22,448		530		(86		)	22,892
Total	$	2,664	$	229	$	0	$	2,893	$	1,421,490	$	22,478	$	(2,122	)	$	1,441,846

Summary of Investment Securities by Estimated Maturity

The following is a summary of investment securities by estimated maturity as of December 31, 2012:

	Held-to-Maturity				Available-for-Sale
(Dollars in thousands)	Amortized Cost		Market Value		Amortized Cost		Market Value
Due in one year or less	$	489	$	493	$	22,390	$	22,823
Due after one year through five years	681,553		685,916		540,315		551,229
Due after five years through ten years	87,898		91,035		168,216		169,305
Due after ten years	815		1,030		286,183		288,739
Total	$	770,755	$	778,474	$	1,017,104	$	1,032,096

Age of Gross Unrealized Losses and Associated Fair Value by Investment Category

The following tables present the age of gross unrealized losses as calculated using original purchase cost and associated fair value by investment category:

	December 31, 2012
	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Securities of U.S. government agencies and corporations	$	0	$	0		$	0	$	0		$	0	$	0
Mortgage-backed securities	240,641		(1,635		)	25,513		(405		)	266,154		(2,040		)
Obligations of state and other political subdivisions	21,341		(96		)	0		0			21,341		(96		)
Asset-backed securities	9,999		(1		)	0		0			9,999		(1		)
Other securities	8,454		(163		)	0		0			8,454		(163		)
Total	$	280,435	$	(1,895	)	$	25,513	$	(405	)	$	305,948	$	(2,300	)

	December 31, 2011
	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Value		Loss			Value		Loss			Value		Loss
Mortgage-backed securities	$	343,883	$	(1,938	)	$	29,562	$	(93	)	$	373,445	$	(2,031	)
Obligations of state and other political subdivisions	0		0			2,278		(5		)	2,278		(5		)
Other securities	9,133		(86		)	17		0			9,150		(86		)
Total	$	353,016	$	(2,024	)	$	31,857	$	(98	)	$	384,873	$	(2,122	)

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INVESTMENTS - Age of Gross Unrealized Losses and Associated Fair Value by Investment Category (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	$ 280,435	$ 353,016
Less than 12 Months Unrealized Loss	(1,895)	(2,024)
12 Months or More Fair Value	25,513	31,857
12 Months or More Unrealized Loss	(405)	(98)
Total Fair Value	305,948	384,873
Total Unrealized Loss	(2,300)	(2,122)
Securities of U.S. government agencies and corporations
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	0
Less than 12 Months Unrealized Loss	0
12 Months or More Fair Value	0
12 Months or More Unrealized Loss	0
Total Fair Value	0
Total Unrealized Loss	0
Mortgage-backed securities
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	240,641	343,883
Less than 12 Months Unrealized Loss	(1,635)	(1,938)
12 Months or More Fair Value	25,513	29,562
12 Months or More Unrealized Loss	(405)	(93)
Total Fair Value	266,154	373,445
Total Unrealized Loss	(2,040)	(2,031)
Obligations of state and other political subdivisions
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	21,341	0
Less than 12 Months Unrealized Loss	(96)	0
12 Months or More Fair Value	0	2,278
12 Months or More Unrealized Loss	0	(5)
Total Fair Value	21,341	2,278
Total Unrealized Loss	(96)	(5)
Asset-backed Securities [Member]
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	9,999
Less than 12 Months Unrealized Loss	(1)
12 Months or More Fair Value	0
12 Months or More Unrealized Loss	0
Total Fair Value	9,999
Total Unrealized Loss	(1)
Other securities
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	8,454	9,133
Less than 12 Months Unrealized Loss	(163)	(86)
12 Months or More Fair Value	0	17
12 Months or More Unrealized Loss	0	0
Total Fair Value	8,454	9,150
Total Unrealized Loss	$ (163)	$ (86)

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BORROWINGS

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

BORROWINGS

Borrowings

Short-term borrowings on the Consolidated Balance Sheets include Repurchase Agreements utilized for corporate sweep accounts with cash management account agreements in place as well as overnight advances from the Federal Loan Home Bank (FHLB). All Repurchase Agreements are subject to the terms and conditions of Repurchase/Security Agreements between First Financial Bank and the client. To secure the Bank's liability to the client, First Financial Bank is authorized to sell or repurchase U.S. Treasury, government agency and mortgage-backed securities.

Short-term borrowings with the FHLB, which are utilized to manage the Company's normal liquidity needs, increased as a result of increased loan demand as well as deposit rationalization, banking center consolidation and investment portfolio strategies during 2012. Specifically, the Company initiated a deposit rationalization strategy during 2011 focused on improving core relationship profitability and reducing non-core relationship deposits. These deposit rationalization efforts, in addition to deposit attrition resulting from repricing certain acquired deposits and banking center consolidation activities, contributed to the higher level of short-term borrowings in 2012. Additionally, First Financial funded a portion of investment securities purchases in 2012 with short-term borrowings under a strategy to pre-fund the investment portfolio based on the portfolio’s expected cash flows over the next twelve months.

The following is a summary of short-term borrowings for the last three years:

	2012				2011				2010
(Dollars in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
At December 31,
Federal funds purchased and securities sold under agreements to repurchase	$	122,570	0.13	%	$	99,431	0.10	%	$	59,842	0.20	%
Federal Home Loan Bank borrowings	502,000		0.17	%	0		N/A		0		N/A
Total	$	624,570	0.16	%	$	99,431	0.10	%	$	59,842	0.20	%
Average for the year
Federal funds purchased and securities sold under agreements to repurchase	$	86,980	0.08	%	$	96,060	0.17	%	$	47,531	0.20	%
Federal Home Loan Bank borrowings	111,295		0.17	%	0		N/A		0		N/A
Total	$	198,275	0.13	%	$	96,060	0.17	%	$	47,531	0.20	%
Maximum month-end balances
Federal funds purchased and securities sold under agreements to repurchase	$	170,751			$	105,291			$	64,995
Federal Home Loan Bank borrowings	502,000				0				0

Long-term debt consists of FHLB long-term advances and repurchase agreements utilizing investment securities pledged as collateral. These instruments are primarily utilized to reduce overnight liquidity risk and to mitigate interest rate sensitivity on the Consolidated Balance Sheets. First Financial has $65.0 million in repurchase agreements which have remaining maturities of less than three years and a weighted average rate of 3.50%. Securities pledged as collateral in conjunction with the repurchase agreements are included within Investment securities available-for-sale on the Consolidated Balance Sheets.

FHLB advances, both short-term and long-term, must be collateralized with qualifying assets, typically certain commercial and residential real estate loans, as well as certain government and agency securities. For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB, and at December 31, 2012, had collateral pledged with a book value of $1.6 billion.

The following is a summary of First Financial's long-term debt:

	2012				2011
(Dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Federal Home Loan Bank	$	9,427	3.74	%	$	11,544	3.80	%
National Market Repurchase Agreement	65,000		3.50	%	65,000		3.50	%
Capital loan with municipality	775		0.00	%	0		0.00	%
Total long-term debt	$	75,202	3.49	%	$	76,544	3.55	%

As of December 31, 2012, the long-term debt matures as follows:

(Dollars in thousands)	FHLB		Repurchase Agreement
2013	$	28	$	12,500
2014	29		27,500
2015	28		25,000
2016	29		0
2017	28		0
Thereafter	9,285		0
Total	$	9,427	$	65,000

Other long-term debt on the Consolidated Balance Sheets previously consisted of junior subordinated debentures owed to unconsolidated subsidiary trusts. Capital securities were issued in the third quarter of 2003 by a statutory business trust, First Financial (OH) Statutory Trust II (Trust II). These debentures were first eligible for early redemption by First Financial in September 2008 and were fully redeemed on June 30, 2011.

The debenture qualified as Tier I capital under Federal Reserve Board guidelines, but had been limited to 25% of qualifying Tier I capital. After the early redemption, the Company has the capacity to issue approximately $161.1 million in additional qualifying debentures under these guidelines.

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LOANS (excluding covered loans) (Tables) (Non Covered Loans)

12 Months Ended

Dec. 31, 2012

Non Covered Loans

Commercial and Consumer Credit Exposure by Risk Attribute

Commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	803,351	$	64,866	$	1,307,370	$	2,175,587
Special Mention	29,663		65		38,516		68,244
Substandard	28,019		8,586		71,122		107,727
Doubtful	0		0		0		0
Total	$	861,033	$	73,517	$	1,417,008	$	2,351,558

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	310,341	$	56,358	$	364,248	$	84,490	$	815,437
Nonperforming	7,869		452		3,252		496		12,069
Total	$	318,210	$	56,810	$	367,500	$	84,986	$	827,506

	As of December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	799,471	$	89,072	$	1,110,718	$	1,999,261
Special Mention	37,547		1,751		28,994		68,292
Substandard	19,435		24,151		93,355		136,941
Doubtful	528		0		0		528
Total	$	856,981	$	114,974	$	1,233,067	$	2,205,022

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	279,958	$	67,136	$	356,887	$	48,942	$	752,923
Nonperforming	8,022		407		2,073		0		10,502
Total	$	287,980	$	67,543	$	358,960	$	48,942	$	763,425

Loan Delinquency, including Nonaccrual Loans

Loan delinquency, including nonaccrual loans, was as follows:

	As of December 31, 2012
(Dollars in thousands)	30 – 59 Days past due		60 – 89 Days past due		> 90 days past due		Total past due		Current		Total		> 90 days past due and still accruing
Loans
Commercial	$	1,770	$	832	$	4,197	$	6,799	$	854,234	$	861,033	$	0
Real estate - construction	0		0		892		892		72,625		73,517		0
Real estate - commercial	2,549		1,931		27,966		32,446		1,384,562		1,417,008		0
Real estate - residential	6,071		1,463		6,113		13,647		304,563		318,210		0
Installment	280		148		344		772		56,038		56,810		0
Home equity	1,311		869		1,440		3,620		363,880		367,500		0
Other	386		168		708		1,262		83,724		84,986		212
Total	$	12,367	$	5,411	$	41,660	$	59,438	$	3,119,626	$	3,179,064	$	212

	As of December 31, 2011
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days past due and still accruing
Loans
Commercial	$	2,964	$	96	$	7,473	$	10,533	$	846,448	$	856,981	$	0
Real estate - construction	47		0		17,004		17,051		97,923		114,974		0
Real estate - commercial	4,940		2,102		16,654		23,696		1,209,371		1,233,067		0
Real estate - residential	8,602		236		7,012		15,850		272,130		287,980		0
Installment	437		53		355		845		66,698		67,543		0
Home equity	1,304		246		1,637		3,187		355,773		358,960		0
Other	495		231		191		917		48,025		48,942		191
Total	$	18,789	$	2,964	$	50,326	$	72,079	$	2,896,368	$	2,968,447	$	191

Loans Restructured During Period

The following table provides information on loan modifications classified as TDRs during the years ended December 31, 2012 and 2011.

	Years ended December 31,
	2012					2011
	Total TDRs					Total TDRs
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial	23	$	8,955	$7,050		4	$	2,675	$	2,673
Real estate - construction	0	0		0		1	1,193		1,193
Real estate - commercial	28	11,018		7,201		9	3,251		3,150
Real estate - residential	22	1,572		1,578		16	1,790		1,811
Installment	0	0		0		2	114		114
Home equity	22	753		753		1	101		101
Total	95	$	22,298	$	16,582	33	$	9,124	$	9,042

Loans Restructured, Modifications

The following table provides information on how TDRs were modified during the years ended December 31, 2012 and 2011.

	Years Ended December 31,
(Dollars in thousands)	2012 (2)		2011 (2)
Extended maturities	$	8,838	$	3,539
Adjusted interest rates	220		338
Combination of rate and maturity changes	1,403		1,487
Forbearance	3,261		3,563
Other (1)	2,860		115
Total	$	16,582	$	9,042

 __________________________________________

(1) Other includes covenant modifications and other concessions or combination of concessions that do not consist of interest rate adjustments, forbearance, and maturity extensions.

(2) Balances are as of year end.

Loan Restructuring, Loans with a Payment Default Within 12 Months of Loan Modification

The following table provides information on TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification:

	Years ended December 31,
	2012		2011
(Dollars in thousands)	Number of Loans	Period End Balance	Number of Loans	Period End Balance
Commercial	2	$1,646	0	$0
Real estate - construction	1	301	1	6,229
Real estate - commercial	3	767	3	2,274
Real estate - residential	0	0	2	255
Installment	0	0	0	0
Home equity	0	0	0	0
Total	6	$2,714	6	$8,758

Nonaccrual, Restructured and Impaired Loans

Loans placed on nonaccrual status and TDRs are considered impaired. The following table provides information on impaired loans as of December 31:

(Dollars in thousands)	2012		2011		2010
Principal balance
Nonaccrual loans
Commercial	$	10,562	$	7,809	$	13,729
Real estate-construction	950		10,005		12,921
Real estate-commercial	31,002		28,349		28,342
Real estate-residential	5,045		5,692		4,607
Installment	376		371		150
Home equity	2,499		2,073		2,553
Other	496		0		0
Nonaccrual loans	50,930		54,299		62,302
Troubled debt restructurings
Accruing	10,856		4,009		3,508
Nonaccrual	14,111		18,071		14,105
Total troubled debt restructurings	24,967		22,080		17,613
Total impaired loans	$	75,897	$	76,379	$	79,915
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	4,842	$	5,500	$	5,462
Interest included in income
Nonaccrual loans	508		468		1,772
Troubled debt restructurings	617		299		521
Total interest included in income	1,125		767		2,293
Net impact on interest income	$	3,717	$	4,733	$	3,169
Commitments outstanding to borrowers with nonaccrual loans	$	3,489	$	0	$	77

Investment in Impaired Loans

First Financial's investment in impaired loans is as follows:

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	14,961	$	17,269	$	0	$	9,337	$	215
Real estate - construction	462		672		0		3,857		15
Real estate - commercial	15,782		21,578		0		15,554		277
Real estate - residential	9,222		10,817		0		8,463		81
Installment	452		556		0		452		2
Home equity	3,251		4,132		0		2,423		19
Other	326		326		0		65		0
Loans with an allowance recorded
Commercial	3,560		4,252		1,151		5,350		161
Real estate - construction	1,640		2,168		838		5,033		81
Real estate - commercial	24,014		25,684		7,155		25,499		235
Real estate - residential	1,956		2,003		290		2,278		38
Installment	0		0		0		0		0
Home equity	101		101		2		81		1
Other	170		170		92		34		0
Total
Commercial	18,521		21,521		1,151		14,687		376
Real estate - construction	2,102		2,840		838		8,890		96
Real estate - commercial	39,796		47,262		7,155		41,053		512
Real estate - residential	11,178		12,820		290		10,741		119
Installment	452		556		0		452		2
Home equity	3,352		4,233		2		2,504		20
Other	496		496		92		99		0
Total	$	75,897	$	89,728	$	9,528	$	78,426	$	1,125

	As of December 31, 2011
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	6,351	$	8,387	$	0	$	7,337	$	62
Real estate - construction	6,289		11,129		0		5,657		2
Real estate - commercial	14,999		22,718		0		18,306		249
Real estate - residential	8,639		9,580		0		6,848		66
Installment	485		526		0		356		5
Home equity	2,073		2,206		0		2,337		10
Loans with an allowance recorded
Commercial	4,131		4,267		3,205		3,683		15
Real estate - construction	11,098		13,905		2,578		13,731		92
Real estate - commercial	19,521		26,357		6,441		15,484		225
Real estate - residential	2,692		2,705		313		3,630		37
Installment	0		0		0		15		1
Home equity	101		101		2		81		3
Total
Commercial	10,482		12,654		3,205		11,020		77
Real estate - construction	17,387		25,034		2,578		19,388		94
Real estate - commercial	34,520		49,075		6,441		33,790		474
Real estate - residential	11,331		12,285		313		10,478		103
Installment	485		526		0		371		6
Home equity	2,174		2,307		2		2,418		13
Total	$	76,379	$	101,881	$	12,539	$	77,465	$	767

	As of December 31, 2010
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	9,375	$	12,008	$	0	$	7,432	$	228
Real estate - construction	4,925		8,458		0		9,935		98
Real estate - commercial	17,431		21,660		0		14,113		804
Real estate - residential	5,854		6,447		0		6,611		84
Installment	150		179		0		336		6
Home equity	2,553		3,345		0		2,188		74
Loans with an allowance recorded
Commercial	4,354		6,090		2,017		10,423		77
Real estate - construction	14,407		18,261		3,716		11,063		378
Real estate - commercial	16,693		19,799		4,347		13,391		392
Real estate - residential	4,173		4,264		336		2,727		152
Total
Commercial	13,729		18,098		2,017		17,855		305
Real estate - construction	19,332		26,719		3,716		20,998		476
Real estate - commercial	34,124		41,459		4,347		27,504		1,196
Real estate - residential	10,027		10,711		336		9,338		236
Installment	150		179		0		336		6
Home equity	2,553		3,345		0		2,188		74
Total	$	79,915	$	100,511	$	10,416	$	78,219	$	2,293

Changes in Other Real Estate Owned

Changes in OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2012		2011		2010
Balance at beginning of year	$	11,317	$	17,907	$	4,145
Additions
Commercial	6,741		1,328		17,520
Residential	2,540		2,904		1,130
Total additions	9,281		4,232		18,650
Disposals
Commercial	3,572		3,916		2,315
Residential	1,921		2,536		1,674
Total disposals	5,493		6,452		3,989
Write-downs
Commercial	2,290		4,042		727
Residential	289		328		172
Total write-downs	2,579		4,370		899
Balance at end of year	$	12,526	$	11,317	$	17,907

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STOCK OPTIONS AND AWARDS (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Restricted Stock [Member]	Dec. 31, 2011 Restricted Stock [Member]	Dec. 31, 2010 Restricted Stock [Member]	Dec. 31, 2012 1999 Stock Incentive Plan [Member]	Jun. 15, 2009 2009 Employee Stock Plan [Member]	May 22, 2012 2009 Non-Employee Director Plan [Member]	Jun. 15, 2009 2009 Non-Employee Director Plan [Member]	May 22, 2012 2012 Stock Plan [Member] [Domain]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation	$ 4,186,000	$ 3,935,000	$ 3,084,000
Total unrecognized compensation cost	5,200,000
Unrecognized compensation cost, period for recognition (in years)	1 year 339 days
Number of plans	5
Number of shares authorized							7,507,500	1,500,000	43,623	75,000	1,745,906
Award vesting rights (as a percent)							25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Option Term	10 years
Vested in period, total fair value				3,600,000
Activity for stock option plan [Roll Forward]
Outstanding at beginning of year (in shares)	2,364,926
Weighted average exercise price, outstanding at beginning of year (in dollars per share)	$ 13.99
Weighted average remaining contractual term, outstanding at end of year (in years)	3 years 344 days
Aggregate intrinsic value, outstanding at end of year	2,673
Aggregate intrinsic value, exercisable at end of year	2,673
Granted (in shares)	0
Weighted average exercise price, granted (in dollars per share)	$ 0.00
Exercised (in shares)	(302,824)
Weighted average exercise price, exercised (in dollars per share)	$ 12.95
Forfeited or expired (in shares)	(70,727)
Weighted average exercise price, forfeited or expired (in dollars per share)	$ 14.66
Exercised (in shares)	1,991,375
Weighted average exercise price, Exercisable (in dollars per share)	$ 14.13
Weighted average remaining contractual life, exercisable at end of year (in years)	3 years 344 days
Outstanding at end of year (in shares)	1,991,375	2,364,926
Weighted average exercise price, outstanding at end of year (in dollars per share)	$ 14.13	$ 13.99
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total intrinsic value of options exercised	1,277,000	477,000	1,862,000
Cash received from exercises	320,000	150,000	272,000
Tax benefit from exercises	$ 1,576,000	$ 1,421,000	$ 1,033,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Number of shares nonvested at beginning of year				518,736	485,498	401,934
Number of shares granted				290,706	261,356	235,964
Number of shares vested				(228,233)	(200,525)	(120,073)
Number of shares forfeited				(62,453)	(27,593)	(32,327)
Number of shares nonvested at end of year				518,756	518,736	485,498
Weighted average of shares fair value, nonvested at beginning of year				$ 15.99	$ 15.63	$ 12.05
Weighted average of shares fair value granted				$ 17.00	$ 16.02	$ 20.00
Weighted average of shares fair value vested				$ 15.58	$ 14.87	$ 12.97
Weighted average of shares fair value forfeited				$ 16.61	$ 18.10	$ 12.93
Weighted average of shares fair value, nonvested at end of year				$ 16.65	$ 15.99	$ 15.63

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2012

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated Other Comprehensive Income (Loss)

Shareholders’ equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss).  The related tax effects allocated to other comprehensive income and accumulated other comprehensive income (loss) are as follows:

	December 31, 2012
	Total other comprehensive income									Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	214		$	(81	)	$	133		$	12,669		$	133		$	12,802
Unrealized loss on derivatives	(229		)	86			(143		)	0			(143		)	(143		)
Retirement obligation	4,495			(1,697		)	2,798			(34,136		)	2,798			(31,338		)
Foreign currency translation	25			0			25			(23		)	25			2
Total	$	4,505		$	(1,692	)	$	2,813		$	(21,490	)	$	2,813		$	(18,677	)

	December 31, 2011
	Total other comprehensive income									Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	5,792		$	(2,187	)	$	3,605		$	9,064		$	3,605		$	12,669
Unrealized loss on derivatives	628			(237		)	391			(391		)	391			0
Retirement obligation	(20,652		)	7,798			(12,854		)	(21,282		)	(12,854		)	(34,136		)
Foreign currency translation	(588		)	0			(588		)	565			(588		)	(23		)
Total	$	(14,820	)	$	5,374		$	(9,446	)	$	(12,044	)	$	(9,446	)	$	(21,490	)

	December 31, 2010
	Total other comprehensive income								Total accumulated other comprehensive income
(Dollars in thousands)	Pre-tax			Tax-effect		Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain on investment securities	$	(1,485	)	$	325	$	(1,160	)	$	10,224		$	(1,160	)	$	9,064
Unrealized loss on derivatives	(2,089		)	767		(1,322		)	931			(1,322		)	(391		)
Retirement obligation	(46		)	525		479			(21,761		)	479			(21,282		)
Foreign currency translation	446			0		446			119			446			565
Total	$	(3,174	)	$	1,617	$	(1,557	)	$	(10,487	)	$	(1,557	)	$	(12,044	)

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LOANS (excluding covered loans) - Loan Delinquency, including Nonaccrual Loans (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	$ 3,179,064,000	$ 2,968,447,000	$ 2,816,093,000
Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	861,033,000	856,981,000	800,253,000
Real estate-construction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	73,517,000	114,974,000	163,543,000
Real estate-commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	1,417,008,000	1,233,067,000	1,139,931,000
Real estate-residential
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	318,210,000	287,980,000	269,173,000
Installment
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	56,810,000	67,543,000	69,711,000
Home equity
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	367,500,000	358,960,000	341,310,000
All other
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	84,986,000	48,942,000	32,172,000
Non Covered Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	12,367,000	18,789,000
60 - 89 days past due	5,411,000	2,964,000
> 90 days past due	41,660,000	50,326,000
Total Past due	59,438,000	72,079,000
Current	3,119,626,000	2,896,368,000
Total loans, excluding covered loans	3,179,064,000	2,968,447,000
> 90 days past due and still accruing	212,000	191,000
Non Covered Loans | Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	1,770,000	2,964,000
60 - 89 days past due	832,000	96,000
> 90 days past due	4,197,000	7,473,000
Total Past due	6,799,000	10,533,000
Current	854,234,000	846,448,000
Total loans, excluding covered loans	861,033,000	856,981,000
> 90 days past due and still accruing	0	0
Non Covered Loans | Real estate-construction
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	0	47,000
60 - 89 days past due	0	0
> 90 days past due	892,000	17,004,000
Total Past due	892,000	17,051,000
Current	72,625,000	97,923,000
Total loans, excluding covered loans	73,517,000	114,974,000
> 90 days past due and still accruing	0	0
Non Covered Loans | Real estate-commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	2,549,000	4,940,000
60 - 89 days past due	1,931,000	2,102,000
> 90 days past due	27,966,000	16,654,000
Total Past due	32,446,000	23,696,000
Current	1,384,562,000	1,209,371,000
Total loans, excluding covered loans	1,417,008,000	1,233,067,000
> 90 days past due and still accruing	0	0
Non Covered Loans | Residential Mortgage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	6,071,000	8,602,000
60 - 89 days past due	1,463,000	236,000
> 90 days past due	6,113,000	7,012,000
Total Past due	13,647,000	15,850,000
Current	304,563,000	272,130,000
Total loans, excluding covered loans	318,210,000	287,980,000
> 90 days past due and still accruing	0	0
Non Covered Loans | Installment
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	280,000	437,000
60 - 89 days past due	148,000	53,000
> 90 days past due	344,000	355,000
Total Past due	772,000	845,000
Current	56,038,000	66,698,000
Total loans, excluding covered loans	56,810,000	67,543,000
> 90 days past due and still accruing	0	0
Non Covered Loans | Home equity
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	1,311,000	1,304,000
60 - 89 days past due	869,000	246,000
> 90 days past due	1,440,000	1,637,000
Total Past due	3,620,000	3,187,000
Current	363,880,000	355,773,000
Total loans, excluding covered loans	367,500,000	358,960,000
> 90 days past due and still accruing	0	0
Non Covered Loans | All other
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	386,000	495,000
60 - 89 days past due	168,000	231,000
> 90 days past due	708,000	191,000
Total Past due	1,262,000	917,000
Current	83,724,000	48,025,000
Total loans, excluding covered loans	84,986,000	48,942,000
> 90 days past due and still accruing	$ 212,000	$ 191,000

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Common Stock, Dividends, Per Share, Declared	$ 1.18	$ 0.78	$ 0.40

XML

CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Available-for-sale Securities, Amortized Cost Basis	$ 1,017,104	$ 1,421,490
Held-to-maturity Securities, Fair Value	$ 778,474	$ 2,893
Common Stock, No Par Value	$ 0	$ 0
Common Stock, Shares Authorized	160,000,000	160,000,000
Common Stock, Shares, Issued	68,730,731	68,730,731
Treasury Stock, Shares	10,684,496	10,463,677

XML

INVESTMENTS

12 Months Ended

Dec. 31, 2012

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

Investment Securities

First Financial reclassified certain investment securities, primarily agency-backed mortgage backed securities (MBSs) from available-for-sale to held-to-maturity during 2012. The reclassification was executed to mitigate the impact of potential future price depreciation on other comprehensive income and the corresponding negative impact on shareholders' equity as held-to-maturity securities are carried at amortized cost. The reclassified securities are recorded at an amortized cost equal to the fair market value of the securities as of the date of the transfer. First Financial has the intent and ability to hold the transferred securities to maturity.

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2012:

	Held-to-Maturity									Available-for-Sale
(Dollars in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss			Market Value		Amortized Cost		Unrealized Gain		Unrealized Loss			Market Value
Securities of U.S. government agencies and corporations	$	20,512	$	679	$	0		$	21,191	$	15,562	$	333	$	0		$	15,895
Mortgage-backed securities	740,891		8,077		(1,290		)	747,678		854,150		14,564		(1,485		)	867,229
Obligations of state and other political subdivisions	9,352		265		(12		)	9,605		35,913		169		(84		)	35,998
Asset-backed securities	0		0		0			0		57,000		90		(1		)	57,089
Other securities	0		0		0			0		54,479		1,569		(163		)	55,885
Total	$	770,755	$	9,021	$	(1,302	)	$	778,474	$	1,017,104	$	16,725	$	(1,733	)	$	1,032,096

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2011:

	Held-to-Maturity								Available-for-Sale
	Amortized		Unrealized		Unrealized		Market		Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Gain		Loss		Value		Cost		Gain		Loss			Value
Securities of U.S. government agencies and corporations	$	0	$	0	$	0	$	0	$	45,757	$	433	$	0		$	46,190
Mortgage-backed securities	90		2		0		92		1,344,015		21,394		(2,031		)	1,363,378
Obligations of state and other political subdivisions	2,574		227		0		2,801		9,270		121		(5		)	9,386
Other securities	0		0		0		0		22,448		530		(86		)	22,892
Total	$	2,664	$	229	$	0	$	2,893	$	1,421,490	$	22,478	$	(2,122	)	$	1,441,846

During the year ended December 31, 2012, First Financial sold available-for-sale securities with a fair value of $236.7 million at the date of sale and recorded a $3.6 million pre-tax gain. The investment gain after taxes was $2.3 million for the year ended December 31, 2012.

During the year ended December 31, 2011, First Financial sold available-for-sale securities with a fair value of $162.6 million at the date of sale and recorded a $2.5 million net pre-tax gain. There was a net investment gain after taxes of $1.6 million for the year ended December 31, 2011.

During the year ended December 31, 2010, no available-for-sale securities were sold.

The carrying value of investment securities pledged as collateral to secure public deposits, repurchase agreements and for other purposes as required by law totaled $1.2 billion at December 31, 2012, and $0.8 billion at December 31, 2011.

The amortized cost and market value of investment securities, including mortgage-backed securities at December 31, 2012, by estimated lives, are shown in the table that follows. The estimated lives on mortgage-backed securities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

The following is a summary of investment securities by estimated maturity as of December 31, 2012:

	Held-to-Maturity				Available-for-Sale
(Dollars in thousands)	Amortized Cost		Market Value		Amortized Cost		Market Value
Due in one year or less	$	489	$	493	$	22,390	$	22,823
Due after one year through five years	681,553		685,916		540,315		551,229
Due after five years through ten years	87,898		91,035		168,216		169,305
Due after ten years	815		1,030		286,183		288,739
Total	$	770,755	$	778,474	$	1,017,104	$	1,032,096

The following tables present the age of gross unrealized losses as calculated using original purchase cost and associated fair value by investment category:

	December 31, 2012
	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Securities of U.S. government agencies and corporations	$	0	$	0		$	0	$	0		$	0	$	0
Mortgage-backed securities	240,641		(1,635		)	25,513		(405		)	266,154		(2,040		)
Obligations of state and other political subdivisions	21,341		(96		)	0		0			21,341		(96		)
Asset-backed securities	9,999		(1		)	0		0			9,999		(1		)
Other securities	8,454		(163		)	0		0			8,454		(163		)
Total	$	280,435	$	(1,895	)	$	25,513	$	(405	)	$	305,948	$	(2,300	)

	December 31, 2011
	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Value		Loss			Value		Loss			Value		Loss
Mortgage-backed securities	$	343,883	$	(1,938	)	$	29,562	$	(93	)	$	373,445	$	(2,031	)
Obligations of state and other political subdivisions	0		0			2,278		(5		)	2,278		(5		)
Other securities	9,133		(86		)	17		0			9,150		(86		)
Total	$	353,016	$	(2,024	)	$	31,857	$	(98	)	$	384,873	$	(2,122	)

Gains and losses on debt securities are generally due to higher current market yields relative to the yields of the debt securities at their amortized cost.  All securities with unrealized losses are reviewed quarterly to determine if any impairment is considered other than temporary, requiring a write-down to fair market value. First Financial considers the percentage loss on a security, duration of the loss, average life or duration of the security, credit rating of the security as well as payment performance and the Company’s intent and ability to hold the security when determining whether any impairment is other than temporary. At this time First Financial does not intend to sell, and it is not more likely than not that the Company will be required to sell debt security issues temporarily impaired prior to maturity or recovery of book value. First Financial had no other than temporary impairment expense for the years ended December 31, 2012 and 2011.

For further detail on the fair value of investment securities, see Note 22 – Fair Value Disclosures.

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FIRST FINANCIAL BANCORP. (PARENT COMPANY ONLY) FINANCIAL INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Condensed Financial Statements, Captions [Line Items]
Proceeds from (Repayments of) Short-term Debt	$ 525,139	$ 39,589	$ 22,412
Pension Expense	(481)	(1,349)	2,011
Statement of Financial Position [Abstract]
Cash	134,502	149,653	105,981
Investment securities, available for sale	1,032,096	1,441,846
Premises and equipment	146,716	138,096
TOTAL ASSETS	6,497,048	6,671,511
Other liabilities	131,011	140,475
TOTAL LIABILITIES	5,786,623	5,959,290
Shareholders' equity	710,425	712,221	697,394	649,958
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	6,497,048	6,671,511
Income Statement [Abstract]
Noninterest income	122,421	142,531	146,831
Interest expense	27,589	44,921	67,992
Provision for loan and lease losses	19,117	19,210	33,564
Salaries and employee benefits	113,154	106,914	117,363
Miscellaneous professional services	7,269	9,636	9,169
Income before income taxes and equity in undistributed net earnings of subsidiaries	103,745	105,039	91,953
Income tax benefit	36,442	38,300	32,702
Income available to common shareholders	67,303	66,739	57,386
Operating activities
Net income	67,303	66,739	59,251
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	19,117	19,210	33,564
Depreciation and amortization	15,833	11,951	10,978
Stock-based compensation expense	4,186	3,935	3,084
Deferred income taxes	(14,085)	(14,463)	(11,460)
Decrease in accrued expenses	3,374	(17,422)	7,828
Net cash provided by operating activities	211,834	203,078	185,015
Investing activities
Proceeds from calls and maturities of investment securities	269,236	342,973	168,385
Purchases of investment securities, available-for-sale	(1,022,772)	(1,027,754)	(618,978)
Net decrease (increase) in loans	(240,113)	(53,946)	24,746
Purchases of premises and equipment	(25,502)	(23,541)	(22,789)
Net cash (used in) provided by investing activities	10,034	218,952	25,840
Financing activities
Cash dividends paid on common stock	(67,797)	(35,312)	(22,490)
Cash dividends paid on preferred stock	0	0	(1,100)
Treasury stock purchase	6,806	0	0
Issuance of common stock	0	0	91,224
Payment to repurchase preferred stock	0	0	(80,000)
Proceeds from exercise of stock options, net of shares purchased	320	63	272
Excess tax benefit on share-based compensation	438	259	535
Net cash used in financing activities	(237,019)	(378,358)	(449,024)
(Decrease) increase in cash	(15,151)	43,672	(238,169)
Cash and Due from Banks at beginning of year	149,653	105,981	344,150
Cash and Due from Banks at end of year	134,502	149,653	105,981
Parent Company [Member]
Statement of Financial Position [Abstract]
Cash	106,196	111,657	117,784
Investment securities, available for sale	3,623	2,682
Subordinated notes from subsidiaries	7,500	7,500
Investment in subsidiaries	594,372	591,954
Premises and equipment	1,706	1,842
Other assets	15,058	14,889
TOTAL ASSETS	728,455	730,524
Dividends payable	16,869	16,196
Other liabilities	1,161	2,107
TOTAL LIABILITIES	18,030	18,303
Shareholders' equity	710,425	712,221
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	728,455	730,524
Income Statement [Abstract]
Interest income	55	70	192
Noninterest income	421	0	143
Dividends from subsidiaries	73,800	48,700	60,700
Total income	74,276	48,770	61,035
Interest expense	0	391	1,221
Provision for loan and lease losses	0	739	(37)
Salaries and employee benefits	4,612	4,449	3,377
Miscellaneous professional services	916	719	928
Other	5,209	5,240	3,190
Total expenses	10,737	11,538	8,679
Income before income taxes and equity in undistributed net earnings of subsidiaries	63,539	37,232	52,356
Income tax benefit	(3,869)	(4,263)	(3,162)
Equity in undistributed loss (earnings) of subsidiaries	105	(25,244)	(3,733)
Income available to common shareholders	67,303	66,739	59,251
Operating activities
Net income	67,303	66,739	59,251
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed loss (earnings) of subsidiaries	105	(25,244)	(3,733)
Provision for loan and lease losses	0	739	(37)
Depreciation and amortization	27	31	42
Stock-based compensation expense	4,186	3,935	3,084
Deferred income taxes	(207)	(509)	(569)
Increase in dividends payable	673	10,342	710
Decrease in accrued expenses	(1,799)	(10,003)	(140)
(Increase) decrease in other assets	(139)	(241)	170
Net cash provided by operating activities	70,149	45,789	58,778
Investing activities
Proceeds from calls and maturities of investment securities	0	158	0
Purchases of investment securities, available-for-sale	(474)	(137)	(290)
Net decrease (increase) in loans	0	2,681	(1,743)
Purchases of premises and equipment	0	0	(1,285)
Other	109	514	(548)
Net cash (used in) provided by investing activities	(365)	3,216	(3,866)
Financing activities
Redemption of junior subordinated debentures	0	(20,620)	0
Cash dividends paid on common stock	(67,797)	(35,312)	(22,490)
Cash dividends paid on preferred stock	0	0	(1,100)
Treasury stock purchase	(6,806)	0	0
Issuance of common stock	0	0	91,224
Payment to repurchase preferred stock	0	0	(80,000)
Proceeds from exercise of stock options, net of shares purchased	320	63	272
Excess tax benefit on share-based compensation	438	259	535
Other	(1,400)	478	(1,086)
Net cash used in financing activities	(75,245)	(55,132)	(12,645)
(Decrease) increase in cash	(5,461)	(6,127)	42,267
Cash and Due from Banks at beginning of year	111,657	117,784	75,517
Cash and Due from Banks at end of year	106,196	111,657	117,784
Parent Company [Member] | Commercial Banks [Member]
Statement of Financial Position [Abstract]
Investment in subsidiaries	575,701	573,295
Parent Company [Member] | Nonbanks [Member]
Statement of Financial Position [Abstract]
Investment in subsidiaries	$ 18,671	$ 18,659

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CAPITAL - Risk-Based Capital(Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Capital [Abstract]
Capital	$ 686,961	$ 683,255
Capital to Risk Weighted Assets	17.60%	18.74%
Capital Required for Capital Adequacy	312,328	291,632
Capital Required for Capital Adequacy to Risk Weighted Assets	8.00%	8.00%
Tier One Risk Based Capital [Abstract]
Tier One Risk Based Capital	637,176	636,836
Tier One Risk Based Capital to Risk Weighted Assets	16.32%	17.47%
Tier One Risk Based Capital Required for Capital Adequacy	156,164	145,816
Tier One Risk Based Capital Required for Capital Adequacy to Risk Weighted Assets	4.00%	4.00%
Tier One Leverage Capital [Abstract]
Tier One Leverage Capital	637,176	636,836
Tier One Leverage Capital to Average Assets	10.25%	9.87%
Tier One Leverage Capital Required for Capital Adequacy	248,761	258,122
Tier One Leverage Capital Required for Capital Adequacy to Average Assets	4.00%	4.00%
Subsidiaries [Member]
Capital [Abstract]
Capital	586,023	578,042
Capital to Risk Weighted Assets	15.04%	15.89%
Capital Required for Capital Adequacy	311,618	290,992
Capital Required for Capital Adequacy to Risk Weighted Assets	8.00%	8.00%
Capital Required to be Well Capitalized	389,523	363,740
Capital Required to be Well Capitalized to Risk Weighted Assets	10.00%	10.00%
Tier One Risk Based Capital [Abstract]
Tier One Risk Based Capital	529,196	524,363
Tier One Risk Based Capital to Risk Weighted Assets	13.59%	14.42%
Tier One Risk Based Capital Required for Capital Adequacy	155,809	145,496
Tier One Risk Based Capital Required for Capital Adequacy to Risk Weighted Assets	4.00%	4.00%
Tier One Risk Based Capital Required to be Well Capitalized	233,714	218,244
Tier One Risk Based Capital Required to be Well Capitalized to Risk Weighted Assets	6.00%	6.00%
Tier One Leverage Capital [Abstract]
Tier One Leverage Capital	529,196	524,363
Tier One Leverage Capital to Average Assets	8.52%	8.13%
Tier One Leverage Capital Required for Capital Adequacy	248,408	258,035
Tier One Leverage Capital Required for Capital Adequacy to Average Assets	4.00%	4.00%
Tier One Leverage Capital Required to be Well Capitalized	$ 310,511	$ 322,543
Tier One Leverage Capital Required to be Well Capitalized to Average Assets	5.00%	5.00%

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INCOME TAXES (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current expense [Abstract]
Federal	$ 45,571	$ 46,270	$ 38,572
State	4,956	6,493	5,590
Total current expense	50,527	52,763	44,162
Deferred (benefit) expense [Abstract]
Federal	(12,499)	(12,836)	(10,170)
State	(1,586)	(1,627)	(1,290)
Total deferred (benefit) expense	(14,085)	(14,463)	(11,460)
Income tax expense	36,442	38,300	32,702
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Income taxes computed at federal statutory rate (35%) on income before income taxes	36,311	36,763	32,183
Tax-exempt income	(626)	(586)	(519)
Bank-owned life insurance	(680)	(612)	(581)
Tax credits	(1,200)	(1,200)	(1,596)
State income taxes, net of federal tax benefit	2,191	3,163	2,795
Other	446	772	420
Income tax expense	36,442	38,300	32,702
Deferred tax assets [Abstract]
Allowance for loan and lease losses	35,107	36,030
Deferred compensation	496	556
Mark to market adjustment on loans and derivatives	128	177
Postretirement benefits other than pension liability	113	141
Accrued stock-based compensation	1,681	1,493
Other reserves	438	219
Other real estate owned write-downs	3,640	1,175
Accrued expenses	4,611	4,521
Other	1,094	1,157
Total deferred tax assets	47,308	45,469
Deferred tax liabilities [Abstract]
Tax depreciation greater than book depreciation	(7,997)	(8,251)
FHLB and FRB stock	(17,060)	(17,060)
Mortgage-servicing rights	(109)	(339)
Leasing activities	(1,919)	(676)
Deferred section 597 gain	(41,614)	(62,421)
Prepaid pension	(5,839)	(1,454)
Intangible assets	(10,214)	(7,536)
Deferred loan fees and costs	(1,737)	(1,472)
Prepaid expenses	(721)	(1,310)
Net unrealized gains on securities available-for-sale and derivatives	(7,682)	(7,687)
Fair value adjustments on acquisitions	(17,181)	(14,945)
Other	(1,803)	(1,278)
Total deferred tax liabilities	(113,876)	(124,429)
Total net deferred tax liability	$ (66,568)	$ (78,960)

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Document and Entity Information Document (USD $)	12 Months Ended
	Dec. 31, 2012	Feb. 22, 2013	Jun. 30, 2012
DOCUMENT AND ENTITY INFORMATION [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	FFBC
Entity Registrant Name	FIRST FINANCIAL BANCORP /OH/
Entity Central Index Key	0000708955
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		57,906,537
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 906,168,000

XML

LOANS (excluding covered loans)

12 Months Ended

Dec. 31, 2012

Loans, Excluding Covered Loans [Abstract]

LOANS (excluding covered loans)

Loans, Excluding Covered Loans

First Financial offers clients a variety of commercial and consumer loan and lease products with various interest rates and payment terms. Lending activities are primarily concentrated in Ohio, Indiana and Kentucky, states where the Bank currently operates banking centers. Additionally, First Financial provides equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector throughout the United States. Commercial loan categories include commercial and industrial (commercial), commercial real estate, construction real estate and lease financing. Consumer loan categories include residential real estate, home equity, installment and credit card. For more information on First Financial's lending practices, see "Lending Practices" in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Credit Quality. To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate allowance for loan and lease losses, First Financial utilizes the following categories of credit grades:

Pass - Higher quality loans that do not fit any of the other categories described below.

Special Mention - First Financial assigns a Special Mention rating to loans and leases with potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in First Financial's credit position at some future date.

Substandard - First Financial assigns a substandard rating to loans or leases that are inadequately protected by the current sound financial worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans and leases have well-defined weaknesses that jeopardize repayment of the debt. Substandard loans and leases are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not addressed.

Doubtful - First Financial assigns a doubtful rating to loans and leases with all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

The credit grades described above, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

First Financial considers repayment performance as the best indicator of credit quality for consumer loans. Consumer loans that have principal and interest payments that are past due by ninety days or more are generally classified as nonperforming. Additionally, consumer loans that have been modified in a TDR are classified as nonperforming unless such loans have a sustained period of repayment performance of six months or greater and are reasonably assured of repayment in accordance with the restructured terms.

Commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	803,351	$	64,866	$	1,307,370	$	2,175,587
Special Mention	29,663		65		38,516		68,244
Substandard	28,019		8,586		71,122		107,727
Doubtful	0		0		0		0
Total	$	861,033	$	73,517	$	1,417,008	$	2,351,558

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	310,341	$	56,358	$	364,248	$	84,490	$	815,437
Nonperforming	7,869		452		3,252		496		12,069
Total	$	318,210	$	56,810	$	367,500	$	84,986	$	827,506

	As of December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	799,471	$	89,072	$	1,110,718	$	1,999,261
Special Mention	37,547		1,751		28,994		68,292
Substandard	19,435		24,151		93,355		136,941
Doubtful	528		0		0		528
Total	$	856,981	$	114,974	$	1,233,067	$	2,205,022

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	279,958	$	67,136	$	356,887	$	48,942	$	752,923
Nonperforming	8,022		407		2,073		0		10,502
Total	$	287,980	$	67,543	$	358,960	$	48,942	$	763,425

Delinquency. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment.

Loan delinquency, including nonaccrual loans, was as follows:

	As of December 31, 2012
(Dollars in thousands)	30 – 59 Days past due		60 – 89 Days past due		> 90 days past due		Total past due		Current		Total		> 90 days past due and still accruing
Loans
Commercial	$	1,770	$	832	$	4,197	$	6,799	$	854,234	$	861,033	$	0
Real estate - construction	0		0		892		892		72,625		73,517		0
Real estate - commercial	2,549		1,931		27,966		32,446		1,384,562		1,417,008		0
Real estate - residential	6,071		1,463		6,113		13,647		304,563		318,210		0
Installment	280		148		344		772		56,038		56,810		0
Home equity	1,311		869		1,440		3,620		363,880		367,500		0
Other	386		168		708		1,262		83,724		84,986		212
Total	$	12,367	$	5,411	$	41,660	$	59,438	$	3,119,626	$	3,179,064	$	212

	As of December 31, 2011
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days past due and still accruing
Loans
Commercial	$	2,964	$	96	$	7,473	$	10,533	$	846,448	$	856,981	$	0
Real estate - construction	47		0		17,004		17,051		97,923		114,974		0
Real estate - commercial	4,940		2,102		16,654		23,696		1,209,371		1,233,067		0
Real estate - residential	8,602		236		7,012		15,850		272,130		287,980		0
Installment	437		53		355		845		66,698		67,543		0
Home equity	1,304		246		1,637		3,187		355,773		358,960		0
Other	495		231		191		917		48,025		48,942		191
Total	$	18,789	$	2,964	$	50,326	$	72,079	$	2,896,368	$	2,968,447	$	191

Nonaccrual. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are placed on nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as, insufficient collateral value. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed on nonaccrual status. Any payments received while a loan is on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Troubled Debt Restructurings. A loan modification is considered a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. The most common types of modifications include interest rate reductions, maturity extensions and modifications to principal amortization including interest only structures. Modified terms are dependent upon the financial position and needs of the individual borrower. If the modification agreement is violated, the loan is handled by the Company’s credit administration group for resolution, which may result in foreclosure in the case of real estate.

TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement.

First Financial had 145 TDRs totaling $25.0 million at December 31, 2012, including $10.9 million of loans on accrual status and $14.1 million of loans classified as nonaccrual. First Financial has $3.5 million of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs. At December 31, 2012, the allowance for loan and lease losses included reserves of $3.0 million related to TDRs. For the year ended December 31, 2012, First Financial charged off $7.2 million for the portion of TDRs determined to be uncollectible. At December 31, 2012, approximately $2.7 million of the accruing TDRs have been performing in accordance with the restructured terms for more than one year.

First Financial had 78 TDRs totaling $22.1 million at December 31, 2011, including $4.0 million of loans on accrual status and $18.1 million of loans classified as nonaccrual. First Financial has no commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs. At December 31, 2011, the allowance for loan and lease losses included reserves of $4.3 million related to TDRs. For the year ended December 31, 2011, First Financial charged off $3.0 million for the portion of TDRs determined to be uncollectible. At December 31, 2011, approximately $1.3 million of the accruing TDRs have been performing in accordance with the restructured terms for more than one year.

The following table provides information on loan modifications classified as TDRs during the years ended December 31, 2012 and 2011.

	Years ended December 31,
	2012					2011
	Total TDRs					Total TDRs
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial	23	$	8,955	$7,050		4	$	2,675	$	2,673
Real estate - construction	0	0		0		1	1,193		1,193
Real estate - commercial	28	11,018		7,201		9	3,251		3,150
Real estate - residential	22	1,572		1,578		16	1,790		1,811
Installment	0	0		0		2	114		114
Home equity	22	753		753		1	101		101
Total	95	$	22,298	$	16,582	33	$	9,124	$	9,042

The following table provides information on how TDRs were modified during the years ended December 31, 2012 and 2011.

	Years Ended December 31,
(Dollars in thousands)	2012 (2)		2011 (2)
Extended maturities	$	8,838	$	3,539
Adjusted interest rates	220		338
Combination of rate and maturity changes	1,403		1,487
Forbearance	3,261		3,563
Other (1)	2,860		115
Total	$	16,582	$	9,042

 __________________________________________

(1) Other includes covenant modifications and other concessions or combination of concessions that do not consist of interest rate adjustments, forbearance, and maturity extensions.

(2) Balances are as of year end.

First Financial considers repayment performance as an indication of the effectiveness of the Company's loan modifications. First Financial considers a borrower that is 90 days or more past due on any principal or interest payments for a TDR, or who prematurely terminates a restructured loan agreement without paying off the contractual principal balance (for example, in a deed-in-lieu arrangement), to be in payment default of the terms of the TDR agreement.

The following table provides information on TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification:

	Years ended December 31,
	2012		2011
(Dollars in thousands)	Number of Loans	Period End Balance	Number of Loans	Period End Balance
Commercial	2	$1,646	0	$0
Real estate - construction	1	301	1	6,229
Real estate - commercial	3	767	3	2,274
Real estate - residential	0	0	2	255
Installment	0	0	0	0
Home equity	0	0	0	0
Total	6	$2,714	6	$8,758

Impaired Loans. Loans placed on nonaccrual status and TDRs are considered impaired. The following table provides information on impaired loans as of December 31:

(Dollars in thousands)	2012		2011		2010
Principal balance
Nonaccrual loans
Commercial	$	10,562	$	7,809	$	13,729
Real estate-construction	950		10,005		12,921
Real estate-commercial	31,002		28,349		28,342
Real estate-residential	5,045		5,692		4,607
Installment	376		371		150
Home equity	2,499		2,073		2,553
Other	496		0		0
Nonaccrual loans	50,930		54,299		62,302
Troubled debt restructurings
Accruing	10,856		4,009		3,508
Nonaccrual	14,111		18,071		14,105
Total troubled debt restructurings	24,967		22,080		17,613
Total impaired loans	$	75,897	$	76,379	$	79,915
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	4,842	$	5,500	$	5,462
Interest included in income
Nonaccrual loans	508		468		1,772
Troubled debt restructurings	617		299		521
Total interest included in income	1,125		767		2,293
Net impact on interest income	$	3,717	$	4,733	$	3,169
Commitments outstanding to borrowers with nonaccrual loans	$	3,489	$	0	$	77

First Financial individually reviews all impaired commercial loan relationships greater than $250,000, as well as consumer loan troubled debt restructurings greater than $100,000, to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral. Specific allowances are based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.

First Financial's investment in impaired loans is as follows:

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	14,961	$	17,269	$	0	$	9,337	$	215
Real estate - construction	462		672		0		3,857		15
Real estate - commercial	15,782		21,578		0		15,554		277
Real estate - residential	9,222		10,817		0		8,463		81
Installment	452		556		0		452		2
Home equity	3,251		4,132		0		2,423		19
Other	326		326		0		65		0
Loans with an allowance recorded
Commercial	3,560		4,252		1,151		5,350		161
Real estate - construction	1,640		2,168		838		5,033		81
Real estate - commercial	24,014		25,684		7,155		25,499		235
Real estate - residential	1,956		2,003		290		2,278		38
Installment	0		0		0		0		0
Home equity	101		101		2		81		1
Other	170		170		92		34		0
Total
Commercial	18,521		21,521		1,151		14,687		376
Real estate - construction	2,102		2,840		838		8,890		96
Real estate - commercial	39,796		47,262		7,155		41,053		512
Real estate - residential	11,178		12,820		290		10,741		119
Installment	452		556		0		452		2
Home equity	3,352		4,233		2		2,504		20
Other	496		496		92		99		0
Total	$	75,897	$	89,728	$	9,528	$	78,426	$	1,125

	As of December 31, 2011
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	6,351	$	8,387	$	0	$	7,337	$	62
Real estate - construction	6,289		11,129		0		5,657		2
Real estate - commercial	14,999		22,718		0		18,306		249
Real estate - residential	8,639		9,580		0		6,848		66
Installment	485		526		0		356		5
Home equity	2,073		2,206		0		2,337		10
Loans with an allowance recorded
Commercial	4,131		4,267		3,205		3,683		15
Real estate - construction	11,098		13,905		2,578		13,731		92
Real estate - commercial	19,521		26,357		6,441		15,484		225
Real estate - residential	2,692		2,705		313		3,630		37
Installment	0		0		0		15		1
Home equity	101		101		2		81		3
Total
Commercial	10,482		12,654		3,205		11,020		77
Real estate - construction	17,387		25,034		2,578		19,388		94
Real estate - commercial	34,520		49,075		6,441		33,790		474
Real estate - residential	11,331		12,285		313		10,478		103
Installment	485		526		0		371		6
Home equity	2,174		2,307		2		2,418		13
Total	$	76,379	$	101,881	$	12,539	$	77,465	$	767

	As of December 31, 2010
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Current Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	9,375	$	12,008	$	0	$	7,432	$	228
Real estate - construction	4,925		8,458		0		9,935		98
Real estate - commercial	17,431		21,660		0		14,113		804
Real estate - residential	5,854		6,447		0		6,611		84
Installment	150		179		0		336		6
Home equity	2,553		3,345		0		2,188		74
Loans with an allowance recorded
Commercial	4,354		6,090		2,017		10,423		77
Real estate - construction	14,407		18,261		3,716		11,063		378
Real estate - commercial	16,693		19,799		4,347		13,391		392
Real estate - residential	4,173		4,264		336		2,727		152
Total
Commercial	13,729		18,098		2,017		17,855		305
Real estate - construction	19,332		26,719		3,716		20,998		476
Real estate - commercial	34,124		41,459		4,347		27,504		1,196
Real estate - residential	10,027		10,711		336		9,338		236
Installment	150		179		0		336		6
Home equity	2,553		3,345		0		2,188		74
Total	$	79,915	$	100,511	$	10,416	$	78,219	$	2,293

OREO. OREO is comprised of properties acquired by the Company through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem loans. The acquired properties are recorded at the lower of cost or fair value, less estimated costs of disposal (net realizable value), upon acquisition. Losses arising at the time of acquisition of such properties are charged against the allowance for loan and lease losses. Subsequent write-downs in the carrying value of OREO properties are expensed as incurred. Improvements to the properties may be capitalized if the improvements contribute to the overall value of the property, but may not be capitalized in excess of the net realizable value of the property.

Changes in OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2012		2011		2010
Balance at beginning of year	$	11,317	$	17,907	$	4,145
Additions
Commercial	6,741		1,328		17,520
Residential	2,540		2,904		1,130
Total additions	9,281		4,232		18,650
Disposals
Commercial	3,572		3,916		2,315
Residential	1,921		2,536		1,674
Total disposals	5,493		6,452		3,989
Write-downs
Commercial	2,290		4,042		727
Residential	289		328		172
Total write-downs	2,579		4,370		899
Balance at end of year	$	12,526	$	11,317	$	17,907

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LOANS (covered) - Changes in Covered Other Real Estate Owned (Detail) (Covered Loans, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	$ 44,818	$ 35,257	$ 12,916
Additions	20,675	49,633	32,064
Disposals	29,864	34,542	9,280
Write-downs	6,767	5,530	443
Balance at end of period	28,862	44,818	35,257
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	16,759	46,880	22,237
Disposals	27,044	26,693	4,744
Write-downs	5,872	4,407	414
Residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	3,916	2,753	9,827
Disposals	2,820	7,849	4,536
Write-downs	$ 895	$ 1,123	$ 29

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BORROWINGS Borrowings - - Additional Information (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Securities Sold under Agreements to Repurchase	$ 65,000,000	$ 65,000,000
Assets Sold under Agreements to Repurchase, Interest Rate	3.50%	3.50%
Book value of FHLB collateral	1,600,000,000
Tier One Capital Limitation Percentage	25.00%
Debt Instrument, Unused Borrowing Capacity, Amount	$ 161,100,000
Maximum | Securities Sold under Agreements to Repurchase [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date range, start (in years)	3

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Interest income
Loans, including fees	$ 249,751	$ 285,689	$ 306,075
Investment securities
Taxable	37,664	28,239	21,748
Tax-exempt	736	767	934
Total investment securities interest	38,400	29,006	22,682
Other earning assets	(7,221)	(5,878)	14,745
Total interest income	280,930	308,817	343,502
Interest expense
Deposits	24,625	40,781	58,336
Short-term borrowings	262	163	94
Long-term borrowings	2,702	3,586	8,341
Subordinated debentures and capital securities	0	391	1,221
Total interest expense	27,589	44,921	67,992
Net interest income	253,341	263,896	275,510
Provision for loan and lease losses - uncovered	19,117	19,210	33,564
Provision for loan and lease losses - covered	30,903	64,081	63,144
Net interest income after provision for loan and lease losses	203,321	180,605	178,802
Noninterest income
Service charges on deposit accounts	21,215	19,206	22,188
Trust and wealth management fees	13,951	14,340	13,862
Bankcard income	10,028	9,291	8,518
Net gains from sales of loans	4,570	4,258	4,632
Gains on sales of investment securities	3,628	2,541	0
FDIC loss sharing income	35,346	60,888	51,844
Accelerated discount on covered loans	13,662	20,521	29,067
Loss on preferred securities	0	0	(30)
Other	20,021	11,486	16,750
Total noninterest income	122,421	142,531	146,831
Noninterest expenses
Salaries and employee benefits	113,154	106,914	117,363
Net occupancy	20,682	21,410	22,555
Furniture and equipment	9,190	9,945	10,299
Data processing	8,837	5,716	5,152
Marketing	5,550	5,794	5,357
Communication	3,409	3,203	3,908
Professional services	7,269	9,636	9,169
Debt extinguishment	0	0	8,029
State intangible tax	3,899	3,583	4,843
FDIC assessments	4,682	5,676	8,312
Loss-other real estate owned	3,250	3,971	1,163
Loss-Covered other real estate owned	2,446	9,224	916
Loss sharing expense	10,725	3,600	615
Other	28,904	29,425	35,999
Total noninterest expenses	221,997	218,097	233,680
Income before income taxes	103,745	105,039	91,953
Income tax expense	36,442	38,300	32,702
Net income	67,303	66,739	59,251
Dividends on preferred stock	0	0	1,865
Income available to common shareholders	$ 67,303	$ 66,739	$ 57,386
Earnings per common share
Basic	$ 1.16	$ 1.16	$ 1.01
Diluted	$ 1.14	$ 1.14	$ 0.99
Average common shares outstanding-basic	57,876,685	57,691,979	56,969,491
Average common shares outstanding-diluted	58,868,792	58,693,205	57,993,078

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GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Other Intangible Assets

Goodwill. Assets and liabilities of acquired entities are recorded at their estimated fair values as of the acquisition date and are subject to refinement for up to one year as additional information relative to initial estimated fair value data becomes available. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. First Financial recorded additions to goodwill in 2011 related to the banking center acquisitions. First Financial expects all of the goodwill resulting from these acquisitions to be deductible for tax purposes.

Changes in the carrying amount of goodwill for the year ended December 31, 2011 are shown below. There were no changes recorded to goodwill during 2012.

(Dollars in thousands)
Balance at December 31, 2010	$	51,820
Goodwill acquired:
Liberty banking center acquisition	17,102
Flagstar banking center acquisition	26,128
Balance at December 31, 2011	$	95,050

Goodwill is not amortized, but is measured for impairment on an annual basis as of October 1 of each year or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value.  First Financial performed its annual impairment test of goodwill as of October 1, 2012 and no impairment was indicated.  As of December 31, 2012, no events or changes in circumstances indicated that the fair value of a reporting unit was below its carrying value.

Other intangible assets. Other intangible assets primarily consist of core deposit intangibles.  Core deposit intangibles are recorded at their estimated fair value at the date of acquisition and are then amortized on an accelerated basis over their estimated useful lives. First Financial recorded $4.0 million of core deposit intangibles associated with the Liberty banking center acquisition and $3.0 million of core deposit intangibles associated with the Flagstar banking center acquisition during 2011, contributing to a total of $9.9 million of core deposit intangibles as of December 31, 2011. As of December 31, 2012, core deposit intangibles were $7.4 million. First Financial's core deposit intangibles have an estimated weighted average remaining life of 7.8 years as of December 31, 2012. Amortization expense recognized on intangible assets for 2012, 2011 and 2010 was $2.6 million, $1.2 million and $1.3 million, respectively.

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BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

BUSINESS COMBINATIONS

Business Combinations

On September 23, 2011, First Financial Bank completed the purchase of 16 Ohio-based retail banking centers from Liberty Savings Bank, FSB (Liberty) including $126.5 million of performing loans and $341.9 million of deposits at their estimated fair values. First Financial also acquired $3.8 million of fixed assets at estimated fair value and paid Liberty a $22.4 million net deposit premium. Assets acquired in this transaction are not subject to a loss sharing agreement. First Financial recorded $17.1 million of goodwill related to the Liberty banking center acquisition.

Loans acquired in conjunction with the Liberty banking center acquisition were evaluated for impairment in accordance with FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. First Financial determined that the acquired loans were not impaired and is accounting for them under FASB ASC Topic 310-20, Receivables-Nonrefundable Fees and Costs.

On December 2, 2011, First Financial Bank completed the purchase of 22 Indiana-based retail banking centers from Flagstar Bank, FSB (Flagstar) and assumed approximately $464.7 million of deposits at their estimated fair value. First Financial also acquired $6.6 million of fixed assets at estimated fair value and paid Flagstar a $22.5 million net deposit premium. Assets acquired in this transaction are not subject to a loss sharing agreement. First Financial recorded $26.1 million of goodwill related to the Flagstar banking center acquisition.

The Liberty and Flagstar banking center acquisitions were accounted for in accordance with FASB ASC Topic 805, Business Combinations.

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INCOME TAXES

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

INCOME TAXES

Income Taxes

Income tax expense consisted of the following components:

(Dollars in thousands)	2012			2011			2010
Current expense
Federal	$	45,571		$	46,270		$	38,572
State	4,956			6,493			5,590
Total current expense	50,527			52,763			44,162
Deferred (benefit) expense
Federal	(12,499		)	(12,836		)	(10,170		)
State	(1,586		)	(1,627		)	(1,290		)
Total deferred (benefit) expense	(14,085		)	(14,463		)	(11,460		)
Income tax expense	$	36,442		$	38,300		$	32,702

The difference between the federal income tax rates, applied to income before income taxes, and the effective rates were due to the following:

(Dollars in thousands)	2012			2011			2010
Income taxes computed at federal statutory rate (35%) on income before income taxes	$	36,311		$	36,763		$	32,183
Tax-exempt income	(626		)	(586		)	(519		)
Bank-owned life insurance	(680		)	(612		)	(581		)
Tax credits	(1,200		)	(1,200		)	(1,596		)
State income taxes, net of federal tax benefit	2,191			3,163			2,795
Other	446			772			420
Income tax expense	$	36,442		$	38,300		$	32,702

The major components of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2012, and 2011, were as follows:

(Dollars in thousands)	2012			2011
Deferred tax assets
Allowance for loan and lease losses	$	35,107		$	36,030
Deferred compensation	496			556
Mark to market adjustment on loans and derivatives	128			177
Postretirement benefits other than pension liability	113			141
Accrued stock-based compensation	1,681			1,493
Other reserves	438			219
Other real estate owned write-downs	3,640			1,175
Accrued expenses	4,611			4,521
Other	1,094			1,157
Total deferred tax assets	47,308			45,469
Deferred tax liabilities
Tax depreciation greater than book depreciation	(7,997		)	(8,251		)
FHLB and FRB stock	(17,060		)	(17,060		)
Mortgage-servicing rights	(109		)	(339		)
Leasing activities	(1,919		)	(676		)
Deferred section 597 gain	(41,614		)	(62,421		)
Prepaid pension	(5,839		)	(1,454		)
Intangible assets	(10,214		)	(7,536		)
Deferred loan fees and costs	(1,737		)	(1,472		)
Prepaid expenses	(721		)	(1,310		)
Net unrealized gains on securities available-for-sale and derivatives	(7,682		)	(7,687		)
Fair value adjustments on acquisitions	(17,181		)	(14,945		)
Other	(1,803		)	(1,278		)
Total deferred tax liabilities	(113,876		)	(124,429		)
Total net deferred tax liability	$	(66,568	)	$	(78,960	)

At December 31, 2012, and 2011, First Financial had no FASB ASC Topic 740-10 unrecognized tax benefits recorded. First Financial does not expect the total amount of unrecognized tax benefits to significantly increase within the next twelve months.

First Financial regularly reviews its tax positions and establishes reserves for income tax-related uncertainties based on estimates of whether it is more likely than not that the tax uncertainty would be sustained upon challenge by the appropriate tax authorities which would then result in additional taxes, penalties and interest due.  These evaluations are inherently subjective as they require material estimates and may be susceptible to significant change.  Provision for tax reserves, if any, is included in income tax expense in the Consolidated Financial Statements. Management determined that no reserve for income tax-related uncertainties was necessary as of December 31, 2012 and 2011.

First Financial and its subsidiaries are subject to U.S. federal income tax as well as state and local income tax in several jurisdictions. Tax years prior to 2010 have been closed and are no longer subject to U.S. federal income tax examinations. The 2009 tax year had been under examination by the federal taxing authority and was closed during the second quarter of 2012 with no material impact to the Company's financia1 position and results of operations as a result of this examination. Tax years 2010 and 2011 remain open to examination by the federal taxing authority.

First Financial is no longer subject to state and local income tax examinations for years prior to 2009. Tax years 2009 through 2011 remain open to state and local examination by various other jurisdictions.

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LOANS (covered)

12 Months Ended

Dec. 31, 2012

Covered Loans [Abstract]

LOANS (covered)

Covered Loans

Loans acquired in FDIC-assisted transactions initially covered under loss sharing agreements whereby the FDIC will reimburse First Financial for the majority of any losses incurred are referred to as covered loans. Pursuant to the terms of the loss sharing agreements, covered loans are subject to a stated loss threshold, as outlined in each loss sharing agreement, whereby the FDIC will reimburse First Financial for 80% of losses up to a stated loss threshold, and 95% of losses in excess of the threshold. First Financial will reimburse the FDIC for its share of recoveries with respect to losses for which the FDIC paid First Financial a reimbursement under the loss sharing agreement. The FDIC’s obligation to reimburse First Financial for losses with respect to covered loans began with the first dollar of loss incurred.

First Financial accounts for the majority of covered loans under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, except loans with revolving privileges, which are outside the scope of this guidance, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. Loans accounted for under FASB ASC Topic 310-30 are referred to as purchased impaired loans. For more information on First Financial's accounting for covered loans, see Note 1 - Summary of Significant Accounting Policies.

Purchased impaired loans are not classified as nonperforming assets as the loans are considered to be performing under FASB ASC Topic 310-30. Therefore, interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable difference) is recognized on all covered purchased impaired loans.

The following table reflects the carrying value of all covered purchased impaired and nonimpaired loans as of December 31:

	2012						2011
(Dollars in thousands)	Loans Accounted For Under FASB ASC Topic 310-30		Loans excluded from FASB ASC Topic 310-30		Total Purchased Loans		Loans Accounted For Under FASB ASC Topic 310-30		Loans Excluded From FASB ASC Topic 310-30 (1)		Total Purchased Loans
Commercial	$	94,775	$	7,351	$	102,126	$	182,625	$	13,267	$	195,892
Real estate - construction	10,631		0		10,631		17,120		0		17,120
Real estate - commercial	458,066		7,489		465,555		627,257		9,787		637,044
Real estate - residential	100,694		0		100,694		121,117		0		121,117
Installment	7,911		763		8,674		12,123		1,053		13,176
Home equity	2,080		55,378		57,458		4,146		60,832		64,978
Other covered loans	0		2,978		2,978		0		3,917		3,917
Total covered loans	$	674,157	$	73,959	$	748,116	$	964,388	$	88,856	$	1,053,244

The outstanding balance of loans accounted for under FASB ASC Topic 310-30, including contractual principal, interest, fees and penalties, was $1.1 billion and $1.6 billion as of December 31, 2012 and December 31, 2011, respectively.

Changes in the carrying amount of accretable difference for covered purchased impaired loans for the years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	344,410		$	509,945		$	623,669
Reclassification from non-accretable difference	29,606			39,079			97,808
Accretion	(91,485		)	(125,524		)	(139,356		)
Other net activity (1)	(57,837		)	(79,090		)	(72,176		)
Balance at end of year	$	224,694		$	344,410		$	509,945

⁽¹⁾   Includes the impact of loan repayments and charge-offs.

First Financial reviewed its forecast of expected cash flows for covered purchased impaired loans periodically throughout 2012. The Company recognized improvement in the cash flow expectations related to certain loan pools resulting in the reclassification from nonaccretable to accretable difference of $29.6 million, $39.1 million and $97.8 million during 2012, 2011 and 2010, respectively. These reclassifications resulted in yield adjustments on these loan pools on a prospective basis. The Company also recognized declines in the cash flow expectations of certain loan pools. Any decline in expected cash flows for a pool of loans is considered impairment and recorded as provision expense, and a related allowance for loan and lease losses on covered loans, on a discounted basis during the period. Improved cash flow expectations for loan pools that were impaired during prior periods is first recorded as a reversal of previously recorded impairment and then as an increase in prospective yield when all previously recorded impairment has been recaptured. For further detail on impairment and provision expense related to covered purchased impaired loans, see "Covered Loans" in Note 12 - Allowance for Loan and Lease Losses.

Credit Quality. For further discussion of First Financial's monitoring of credit quality for commercial and consumer loans, including discussion of the risk attributes noted below, please see Note 10 - Loans.

Covered commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	48,213	$	2,304	$	213,143	$	263,660
Special Mention	16,293		7		70,894		87,194
Substandard	35,596		8,320		181,345		225,261
Doubtful	2,024		0		173		2,197
Total	$	102,126	$	10,631	$	465,555	$	578,312

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	100,694	$	8,674	$	53,231	$	2,967	$	165,566
Nonperforming	0		0		4,227		11		4,238
Total	$	100,694	$	8,674	$	57,458	$	2,978	$	169,804

	As of December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	113,201	$	2,506	$	340,889	$	456,596
Special Mention	22,468		3,597		63,880		89,945
Substandard	52,103		11,017		230,870		293,990
Doubtful	8,120		0		1,405		9,525
Total	$	195,892	$	17,120	$	637,044	$	850,056

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	121,117	$	13,176	$	63,231	$	3,899	$	201,423
Nonperforming	0		0		1,747		18		1,765
Total	$	121,117	$	13,176	$	64,978	$	3,917	$	203,188

Covered loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment.

Delinquency. Covered loan delinquency, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of December 31, 2012
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days  past due and still accruing
Loans
Commercial	$	351	$	148	$	3,781	$	4,280	$	3,071	$	7,351	$	0
Real estate - commercial	138		1,149		2,201		3,488		4,001		7,489		0
Installment	0		0		0		0		763		763		0
Home equity	286		296		3,697		4,279		51,099		55,378		0
All other	19		26		42		87		2,891		2,978		31
Total	$	794	$	1,619	$	9,721	$	12,134	$	61,825	$	73,959	$	31

	As of December 31, 2011
(Dollars in thousands)	30 - 59 days past due		60 - 89 days past due		> 90 days past due		Total past due		Current		Total		> 90 days  past due and still accruing
Loans
Commercial	$	73	$	294	$	6,490	$	6,857	$	6,410	$	13,267	$	0
Real estate - commercial	184		0		1,870		2,054		7,733		9,787		0
Installment	0		0		0		0		1,053		1,053		0
Home equity	1,344		11		1,679		3,034		57,798		60,832		0
All other	10		6		125		141		3,776		3,917		107
Total	$	1,611	$	311	$	10,164	$	12,086	$	76,770	$	88,856	$	107

Nonaccrual. Covered purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or prospective yield adjustments.

Similar to uncovered loans, covered loans accounted for outside FASB ASC Topic 310-30 are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are placed on nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as, insufficient collateral value. The accrual of interest income is discontinued and previously accrued, but unpaid interest is reversed when a loan is placed in nonaccrual status. Any payments received while a loan is in nonaccrual status are applied as a reduction to the carrying value of the loan. A loan may be placed back on accrual status if all contractual payments have been received and collection of future principal and interest payments is no longer doubtful.

Information as to covered nonaccrual loans was as follows:

(Dollars in thousands)	2012		2011		2010
Principal balance
Nonaccrual loans
Commercial	$	4,498	$	7,203	$	16,190
Real estate-commercial	2,986		2,192		2,074
Home equity	4,227		1,747		1,491
All other	11		18		0
Total	$	11,722	$	11,160	$	19,755
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	673	$	1,020	$	1,453
Interest included in income	85		58		398
Net impact on interest income	$	588	$	962	$	1,055

Impaired Loans. Covered loans placed on nonaccrual status, excluding loans accounted for under FASB ASC Topic 310-30, are considered impaired. First Financial’s investment in covered impaired loans, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of December 31, 2012
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	4,498	$	4,660	$	0	$	4,526	$	62
Real estate - commercial	2,986		3,216		0		2,153		18
Home equity	4,227		5,260		0		2,006		5
All other	11		11		0		13		0
Total	$	11,722	$	13,147	$	0	$	8,698	$	85

	As of December 31, 2011
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	7,203	$	10,152	$	0	$	9,873	$	47
Real estate - commercial	2,192		4,002		0		2,504		5
Home equity	1,747		2,878		0		1,559		6
All other	18		18		0		9		0
Total	$	11,160	$	17,050	$	0	$	13,945	$	58

	As of December 31, 2010
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		YTD Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	16,190	$	18,346	$	0	$	12,324	$	316
Real estate - commercial	2,074		5,412		0		3,910		14
Installment	0		0		0		255		0
Home equity	1,491		3,137		0		1,597		68
Total	$	19,755	$	26,895	$	0	$	18,086	$	398

Covered OREO. Covered OREO is comprised of properties acquired by the Company through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem covered loans. These properties remain subject to loss sharing agreements whereby the FDIC reimburses First Financial for the majority of any losses incurred. The acquired properties are recorded at the lower of cost or fair value upon acquisition. Losses arising at the time of acquisition of such properties are charged against the allowance for loan and lease losses. Subsequent write-downs in the carrying value of covered OREO properties are expensed as incurred. Estimated reimbursements due from the FDIC under loss sharing agreements related to any losses upon acquisition or subsequent write-downs in the carrying value of covered OREO are recorded as noninterest income and an increase to the FDIC indemnification asset in the same period. Improvements to the properties may be capitalized if the improvements contribute to the overall value of the property, but may not be capitalized in excess of the net realizable value of the property.

Changes in covered OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2012		2011		2010
Balance at beginning of year	$	44,818	$	35,257	$	12,916
Additions
Commercial	16,759		46,880		22,237
Residential	3,916		2,753		9,827
Total additions	20,675		49,633		32,064
Disposals
Commercial	27,044		26,693		4,744
Residential	2,820		7,849		4,536
Total disposals	29,864		34,542		9,280
Write-downs
Commercial	5,872		4,407		414
Residential	895		1,123		29
Total write-downs	6,767		5,530		443
Balance at end of year	$	28,862	$	44,818	$	35,257

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ALLOWANCE FOR LOAN AND LEASE LOSSES - Allowance for Loan and Lease Losses on Covered Loans (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$ 45,190	$ 42,835
Ending allowance on acquired loans outside the scope of ASC 310-30	0	0
Ending allowance on covered loans	45,190	42,835	16,493	0
Commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	19,136	19,160
Ending allowance on acquired loans outside the scope of ASC 310-30	0	0
Ending allowance on covered loans	19,136	19,160
Real estate-commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	22,918	21,930
Ending allowance on acquired loans outside the scope of ASC 310-30	0	0
Ending allowance on covered loans	22,918	21,930
Real estate-residential
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	2,599	1,396
Ending allowance on acquired loans outside the scope of ASC 310-30	0	0
Ending allowance on covered loans	2,599	1,396
Installment
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	537	349
Ending allowance on acquired loans outside the scope of ASC 310-30	0	0
Ending allowance on covered loans	$ 537	$ 349

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Commitments And Contingencies

In the normal course of business, First Financial offers a variety of financial instruments with off-balance-sheet risk to its clients to assist them in meeting their liquidity and credit enhancement requirements. These financial instruments include standby letters of credit and outstanding commitments to extend credit.  GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.  

First Financial’s exposure to credit loss, in the event of nonperformance by the counterparty to the financial instrument for standby letters of credit and outstanding commitments to extend credit, is represented by the contractual amounts of those instruments.  First Financial uses the same credit policies in issuing commitments and conditional obligations as it does for on-balance-sheet credit instruments.

Letters of credit. These transactions are conditional commitments issued by First Financial to guarantee the performance of a client to a third party.  First Financial’s portfolio of standby letters of credit consists primarily of performance assurances made on behalf of clients who have a contractual commitment to produce or deliver goods or services.  The risk to First Financial arises from its obligation to make payment in the event of the clients’ contractual default to produce the contracted good or service to a third party.  First Financial has issued letters of credit (including standby letters of credit) aggregating $14.8 million and $20.0 million at December 31, 2012, and December 31, 2011, respectively. Management conducts regular reviews of these instruments on an individual client basis.

Loan commitments. Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the agreement.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  First Financial evaluates each client’s creditworthiness on an individual basis.  The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the client.  The collateral held varies, but may include securities, real estate, inventory, plant or equipment.  First Financial had commitments outstanding to extend credit totaling $1.2 billion at both December 31, 2012, and December 31, 2011.

First Financial utilizes the allowance for loan and lease losses methodology to maintain a reserve that it considers sufficient to absorb probable losses inherent in standby letters of credit and outstanding loan commitments and records the reserve within Accrued interest and other liabilities on the Consolidated Balance Sheets. For further detail on the allowance for loan and lease losses methodology, see Note 1 – Summary of Significant Accounting Policies.

Contingencies/Litigation – First Financial and its subsidiaries are engaged in various matters of litigation, assertions of improper or fraudulent loan practices or lending violations and other matters from time to time, and have a number of unresolved claims pending. Additionally, as part of the ordinary course of business, First Financial and its subsidiaries are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral and foreclosure interests, that is incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, First Financial believes that damages, if any, and other amounts relating to pending matters are not probable or cannot be reasonably estimated as of December 31, 2012. Reserves are established for various matters of litigation, when appropriate under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel.

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DERIVATIVES - Derivative Financial Instruments, Average Remaining Maturity and the Weighted-Average Interest Rates being Paid and Received (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Notional Value		$ 970,493	$ 775,328
Average Maturity (years)	7 years	4 years 6 months
Fair Value		(2,517)
Weighted-Average Rate Receive		4.33%
Weighted-Average Rate Pay		4.41%
Pay fixed interest rate swaps with counterparty
Derivative [Line Items]
Notional Value		12,739
Average Maturity (years)		3 years 6 months
Fair Value		(1,445)
Weighted-Average Rate Receive		2.29%
Weighted-Average Rate Pay		6.82%
Matched interest rate swaps | Receive fixed
Derivative [Line Items]
Notional Value		461,377
Average Maturity (years)		4 years 6 months
Fair Value		24,135
Weighted-Average Rate Receive		5.07%
Weighted-Average Rate Pay		3.73%
Matched interest rate swaps | Pay fixed
Derivative [Line Items]
Notional Value		461,377
Average Maturity (years)		4 years 6 months
Fair Value		(24,978)
Weighted-Average Rate Receive		3.73%
Weighted-Average Rate Pay		5.07%
Asset conversion swaps
Derivative [Line Items]
Notional Value		935,493
Average Maturity (years)		4 years 5 months
Fair Value		(2,288)
Weighted-Average Rate Receive		4.37%
Weighted-Average Rate Pay		4.43%
Fixed to floating interest rate swap [Member]
Derivative [Line Items]
Notional Value		35,000
Average Maturity (years)		6 years 6 months
Fair Value		$ (229)
Weighted-Average Rate Receive		3.25%
Weighted-Average Rate Pay		4.02%

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RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS

12 Months Ended

Dec. 31, 2012

Restrictions On Cash And Due From Bank Accounts [Abstract]

Restrictions On Cash And Due From Bank Accounts [Text Block]

Restrictions On Cash And Due From Bank Accounts

First Financial's bank subsidiary is required to maintain average reserve balances either in the form of vault cash or reserves held on deposit with the Federal Reserve Bank, Federal Home Loan Bank or in pass-through reserve accounts with correspondent banks. The average amounts of these required reserve balances, based upon the average level of First Financial's transaction accounts, for 2012 and 2011 were approximately $41.3 million and $33.3 million, respectively. Additionally, First Financial had $2.0 million of cash acquired in conjunction with the Irwin transaction that was restricted for withdrawal and usage as of December 31, 2012 and 2011.

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RESTRICTIONS ON SUBSIDIARY DIVIDENDS, LOANS, OR ADVANCES (Subsidiaries [Member])

12 Months Ended

Dec. 31, 2012

Subsidiaries [Member]

Restrictions on Subsidiary Dividends, Loans or Advances [Line Items]

Restrictions on Subsidiary Dividends, Loans and Advances [Text Block]

Restrictions On Subsidiary Dividends, Loans Or Advances

Dividends paid by First Financial to its shareholders are principally funded through dividends paid to First Financial by its subsidiaries. However, certain restrictions exist regarding the ability of bank subsidiaries to transfer funds to First Financial in the form of cash dividends, loans or advances. The approval of the subsidiaries' respective primary federal regulators is required for First Financial's subsidiaries to pay dividends in excess of regulatory limitations, which is equal to the net income of the current year through the dividend date, combined with its retained net income of the preceding two years. As of December 31, 2012, First Financial's subsidiaries had retained earnings of $350.3 million of which $29.1 million was available for distribution to First Financial without prior regulatory approval.

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DERIVATIVES

12 Months Ended

Dec. 31, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

Derivatives

First Financial uses certain derivative instruments, including interest rate caps, floors and swaps, to meet the needs of its clients while managing the interest rate risk associated with certain transactions.  First Financial does not use derivatives for speculative purposes and currently does not have any derivatives that are not designated as hedges.

While authorized to use a variety of derivative products, First Financial primarily utilizes interest rate swaps as a means to offer borrowers credit-based products that meet their needs and may from time to time utilize interest rate swaps to manage the macro interest rate risk profile of the Company. The interest rate swap agreements establish the basis on which interest rate payments are exchanged with counterparties, referred to as the notional amount.

The following table summarizes the notional values of derivative financial instruments utilized by First Financial by the nature of the underlying asset or liability:

	December 31,
(Dollars in thousands)	2012		2011
Fair Value Hedges
Instruments associated with loans	$	935,493	$	775,328
Cash flow hedges
Instruments associated with deposits	35,000		0
Total notional value	$	970,493	$	775,328

As only interest rate payments are exchanged, the cash requirements and credit risk associated with interest rate swaps are significantly less than the notional amount and the Company’s credit risk exposure is limited to the market value of the instrument. First Financial manages this market value credit risk through counterparty credit policies. These policies require the Company to maintain a total derivative notional position of less than 35% of assets, total credit exposure of less than 3% of capital and no single counterparty credit risk exposure greater than $20.0 million. The Company is currently well below all single counterparty and portfolio limits. At December 31, 2012, the Company had a total counterparty notional amount outstanding of approximately $509.1 million, spread among eight counterparties, with an outstanding liability from these contracts of $26.0 million. At December 31, 2011, First Financial had a total counterparty notional amount outstanding of $396.4 million, spread among seven counterparties, with an outstanding liability from these contracts of $27.3 million.

First Financial’s exposure to credit loss, in the event of nonperformance by a borrower, is limited to the market value of the derivative instrument associated with that borrower. First Financial monitors its derivative credit exposure to borrowers by monitoring the creditworthiness of the related loan customers through the normal credit review processes the Company performs on all borrowers. Additionally, the Company monitors derivative credit risk exposure related to problem loans through the Company's allowance for loan and lease losses committee. First Financial considers the market value of a derivative instrument to be part of the carrying value of the related loan for these purposes as the borrower is contractually obligated to pay First Financial this amount in the event the derivative contract is terminated.

In connection with its use of derivative instruments, First Financial is required from time to time to post cash collateral with its counterparties to offset its market position.  Derivative collateral balances were $23.7 million, and $24.4 million at December 31, 2012, and December 31, 2011, respectively. First Financial classifies the derivative cash collateral outstanding with its counterparties as an adjustment to the fair value of the derivative contracts within Accrued interest and other liabilities in the Consolidated Balance Sheets.

The following table summarizes the derivative financial instruments utilized by First Financial and their balances:

		December 31, 2012							December 31, 2011
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance Sheet Location	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Fair Value Hedges
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	$	12,739	$	0	$	(1,445	)	$	17,456	$	0	$	(2,263	)
Matched interest rate swaps with borrower	Accrued interest and other assets	461,377		24,135		0			378,936		24,566		0
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	461,377		0		(24,978		)	378,936		0		(25,860		)
Cash flow hedges
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	35,000		0		(229		)	0		0		0
Total		$	970,493	$	24,135	$	(26,652	)	$	775,328	$	24,566	$	(28,123	)

The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received by First Financial at December 31, 2012:

							Weighted-Average Rate
(Dollars in thousands)	Notional amount		Average maturity (years)	Fair value			Receive		Pay
Asset conversion swaps
Pay fixed interest rate swaps with counterparty	$	12,739	3.5	$	(1,445	)	2.29	%	6.82	%
Receive fixed, matched interest rate swaps with borrower	461,377		4.5	24,135			5.07	%	3.73	%
Pay fixed, matched interest rate swaps with counterparty	461,377		4.5	(24,978		)	3.73	%	5.07	%
	935,493		4.4	(2,288		)	4.37	%	4.43	%
Liability conversion swaps
Pay fixed interest rate swaps with counterparty	35,000		6.5	(229		)	3.25	%	4.02	%
Total liability conversion swaps	35,000		6.5	(229		)	3.25	%	4.02	%
Total swap portfolio	$	970,493	4.5	$	(2,517	)	4.33	%	4.41	%

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation.  Derivatives used to hedge the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.  Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

Fair Value Hedges. First Financial utilizes interest rate swaps designated as fair value hedges as a means to offer commercial borrowers products that meet their needs, but are also designed to achieve First Financial’s desired interest rate risk profile at the time.  First Financial accomplishes this by entering into swap agreements with commercial borrowers and simultaneously entering into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These interest rate swap agreements generally involve the receipt by First Financial of floating rate amounts from the counterparties in exchange for payments to these counterparties by First Financial of fixed rate amounts received from commercial borrowers over the life of the agreements. These interest rate swap agreements do not involve an exchange of the underlying principal or notional amount.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.  The net interest receivable or payable on these interest rate swaps is accrued and recognized as an adjustment to the interest income or interest expense of the hedged item.  The fair value of these interest rate swaps is included within Accrued interest and other assets and Accrued interest and other liabilities on the Consolidated Balance Sheets.  The corresponding fair-value adjustment is also included on the Consolidated Balance Sheets in the carrying value of the hedged item.  Derivative gains and losses not considered effective in hedging the change in fair value of the hedged item, if any, are recognized in income immediately.

The following table details the location and amounts recognized for fair value hedges:

		Decrease to Interest Income
(Dollars in thousands)		Years Ended
Derivatives in fair value hedging relationships	Location of change in fair value	December 31,
		2012			2011			2010
Interest rate contracts
Loans	Interest income - loans	$	(706	)	$	(891	)	$	(1,004	)
Total		$	(706	)	$	(891	)	$	(1,004	)

Cash Flow Hedges. First Financial utilizes interest rate swaps designated as cash flow hedges to manage the variability of cash flows, primarily net interest income, attributable to changes in interest rates. The net interest receivable or payable on an interest rate swap designated as a cash flow hedge is accrued and recognized as an adjustment to interest income or interest expense. The fair value of interest rate swaps is included within Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps are included in accumulated comprehensive income (loss). Derivative gains and losses not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

Effective July 2, 2012, First Financial executed a cash flow hedge utilizing an interest rate swap to hedge against interest rate volatility on $35.0 million of floating rate interest-bearing deposits indexed to the U.S. Federal Funds Target Rate as part of the Company's normal interest rate risk management activities. This interest rate swap involves the receipt by First Financial of variable rate interest amounts in exchange for fixed rate interest payments to the counterparty for a period of 7 years.

Effective March 30, 2009, First Financial executed a cash flow hedge utilizing an interest rate swap to hedge against interest rate volatility on $20.0 million of floating rate trust preferred securities based on the London Inter-Bank Offered Rate.  The interest rate swap involved the receipt by First Financial of variable-rate interest amounts in exchange for fixed-rate interest payments by First Financial for a period of 10 years. This interest rate swap effectively fixed the rate of interest on the floating rate trust preferred securities at 6.20% for the 10 year life of the swap.

First Financial terminated the $20.0 million trust preferred interest rate swap during the fourth quarter of 2010 in the course of its normal interest rate risk and balance sheet management activities.  Terminating the trust preferred interest rate swap resulted in a $0.6 million pre-tax loss that was included in accumulated comprehensive income (loss) on the Consolidated Balance Sheets. Due to the early redemption of the trust preferred securities, the remaining balance of the unrecognized loss of $0.6 million was recognized in noninterest expense in the second quarter of 2011.

The following table details the location and amounts recognized for cash flow hedges:

	Amount of gain/(loss) recognized in OCI on derivatives (effective portion)								Amount of gain/(loss) reclassified from accumulated OCI into earnings (effective portion)
(Dollars in thousands)	Years ended December 31,								Years ended December 31,
Derivatives in cash flow hedging relationships	2012			2011		2010		Classification of change in fair value	2012			2011		2010
Interest rate contracts								Interest Income
Interest-bearing deposits	$	(143	)	$	0	$	0	Interest-bearing deposits	$	(135	)	$	0	$	0
Other long-term debt	0			0		0		Other long-term debt	0			0		(493		)
Total	$	(143	)	$	0	$	0		$	(135	)	$	0	$	(493	)

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INVESTMENTS - Summary of Investment Securities by Estimated Maturity (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Held-to-Maturity Amortized Cost
Due in one year or less	$ 489
Due after one year through five years	681,553
Due after five years through ten years	87,898
Due after ten years	815
Total	770,755	2,664
Held-to-Maturity Market Value
Due in one year or less	493
Due after one year through five years	685,916
Due after five years through ten years	91,035
Due after ten years	1,030
Held-to-Maturity Market Value	778,474	2,893
Available-for-Sale Amortized Cost
Due in one year or less	22,390
Due after one year through five years	540,315
Due after five years through ten years	168,216
Due after ten years	286,183
Total	1,017,104	1,421,490
Available-for-Sale Market Value
Due in one year or less	22,823
Due after one year through five years	551,229
Due after five years through ten years	169,305
Due after ten years	288,739
Available-for-Sale Market Value	$ 1,032,096	$ 1,441,846

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ALLOWANCE FOR LOAN AND LEASE LOSSES - Allowance for Loan and Lease Losses on Covered Loans for the Previous Three Years (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Receivables [Abstract]
Balance at beginning of period	$ 42,835	$ 16,493	$ 0
Provision for loan and lease losses	30,903	64,081	63,144
Loans charged-off	(33,907)	(45,604)	(46,992)
Recoveries	5,359	7,865	341
Balance at end of period	$ 45,190	$ 42,835	$ 16,493

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LOANS (excluding covered loans) - Commercial and Consumer Credit Exposure by Risk Attribute (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment [Line Items]
Commercial	$ 861,033	$ 856,981
Real Estate - Construction	73,517	114,974
Real Estate - Commercial	1,417,008	1,233,067
Real Estate Residential	318,210	287,980
Installment	56,810	67,543
Home equity	367,500	358,960
Non Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Commercial	861,033	856,981
Real Estate - Construction	73,517	114,974
Real Estate - Commercial	1,417,008	1,233,067
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	2,351,558	2,205,022
Real Estate Residential	318,210	287,980
Installment	56,810	67,543
Home equity	367,500	358,960
Other	84,986	48,942
Total	827,506	763,425
Non Covered Loans | Pass
Financing Receivable, Recorded Investment [Line Items]
Commercial	803,351	799,471
Real Estate - Construction	64,866	89,072
Real Estate - Commercial	1,307,370	1,110,718
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	2,175,587	1,999,261
Non Covered Loans | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Commercial	29,663	37,547
Real Estate - Construction	65	1,751
Real Estate - Commercial	38,516	28,994
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	68,244	68,292
Non Covered Loans | Substandard
Financing Receivable, Recorded Investment [Line Items]
Commercial	28,019	19,435
Real Estate - Construction	8,586	24,151
Real Estate - Commercial	71,122	93,355
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	107,727	136,941
Non Covered Loans | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Commercial	0	528
Real Estate - Construction	0	0
Real Estate - Commercial	0	0
Loans and Leases Rec, Gross, Total Commercial, Consumer RE and Comm Mortgage	0	528
Non Covered Loans | Performing
Financing Receivable, Recorded Investment [Line Items]
Real Estate Residential	310,341	279,958
Installment	56,358	67,136
Home equity	364,248	356,887
Other	84,490	48,942
Total	815,437	752,923
Non Covered Loans | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Real Estate Residential	7,869	8,022
Installment	452	407
Home equity	3,252	2,073
Other	496	0
Total	$ 12,069	$ 10,502

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FAIR VALUE DISCLOSURES - Summary of Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Detail) (Fair Value, Measurements, Nonrecurring, USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Fair Value Measurements Using Level 1
Assets
Impaired loans	$ 0	[1]	$ 0	[1]
Other Real Estate Owned, Fair Value Disclosure	0		0
Covered Other Real Estate Owned, Fair Value Disclosure	0		0
Fair Value Measurements Using Level 2
Assets
Impaired loans	0	[1]	0	[1]
Other Real Estate Owned, Fair Value Disclosure	0		0
Covered Other Real Estate Owned, Fair Value Disclosure	0		0
Fair Value Measurements Using Level 3
Assets
Impaired loans	19,564	[1]	20,279	[1]
Other Real Estate Owned, Fair Value Disclosure	5,651		4,188
Covered Other Real Estate Owned, Fair Value Disclosure	$ 14,059		$ 6,412

[1] Amounts represent the fair value of collateral for impaired loans allocated to the allowance for loan and lease losses. Fair values are determined using actual market prices (Level 1), independent third party valuations discounted as appropriate (Level 2) and borrower records discounted as appropriate (Level 3).

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INVESTMENTS - Summary of Held-To-Maturity and Available-For-Sale Investment Securities (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	$ 770,755,000	$ 2,664,000
Held-to-Maturity Unrealized Gains	9,021,000	229,000
Held-to-Maturity Unrealized Losses	(1,302,000)	0
Held-to-Maturity Market Value	778,474,000	2,893,000
Available-for-Sale Amortized Cost	1,017,104,000	1,421,490,000
Available-for-Sale Unrealized Gains	16,725,000	22,478,000
Available-for-Sale Unrealized Losses	(1,733,000)	(2,122,000)
Available-for-Sale Market Value	1,032,096,000	1,441,846,000
Available-for-sale investment securities	236,700,000	162,600,000	0
Available-for-sale Securities, Gross Realized Gains	3,600,000	2,500,000
Available-for-sale Securities, Gains, After Tax	2,300,000	1,600,000
Securities Owned and Pledged as Collateral, Description	1,200,000,000	800,000,000
Securities of U.S. government agencies and corporations
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	20,512,000	0
Held-to-Maturity Unrealized Gains	679,000	0
Held-to-Maturity Unrealized Losses	0	0
Held-to-Maturity Market Value	21,191,000	0
Available-for-Sale Amortized Cost	15,562,000	45,757,000
Available-for-Sale Unrealized Gains	333,000	433,000
Available-for-Sale Unrealized Losses	0	0
Available-for-Sale Market Value	15,895,000	46,190,000
Mortgage-backed securities
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	740,891,000	90,000
Held-to-Maturity Unrealized Gains	8,077,000	2,000
Held-to-Maturity Unrealized Losses	(1,290,000)	0
Held-to-Maturity Market Value	747,678,000	92,000
Available-for-Sale Amortized Cost	854,150,000	1,344,015,000
Available-for-Sale Unrealized Gains	14,564,000	21,394,000
Available-for-Sale Unrealized Losses	(1,485,000)	(2,031,000)
Available-for-Sale Market Value	867,229,000	1,363,378,000
Obligations of state and other political subdivisions
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	9,352,000	2,574,000
Held-to-Maturity Unrealized Gains	265,000	227,000
Held-to-Maturity Unrealized Losses	(12,000)	0
Held-to-Maturity Market Value	9,605,000	2,801,000
Available-for-Sale Amortized Cost	35,913,000	9,270,000
Available-for-Sale Unrealized Gains	169,000	121,000
Available-for-Sale Unrealized Losses	(84,000)	(5,000)
Available-for-Sale Market Value	35,998,000	9,386,000
Asset-backed Securities [Member]
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	0
Held-to-Maturity Unrealized Gains	0
Held-to-Maturity Unrealized Losses	0
Held-to-Maturity Market Value	0
Available-for-Sale Amortized Cost	57,000,000
Available-for-Sale Unrealized Gains	90,000
Available-for-Sale Unrealized Losses	(1,000)
Available-for-Sale Market Value	57,089,000
Other securities
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	0	0
Held-to-Maturity Unrealized Gains	0	0
Held-to-Maturity Unrealized Losses	0	0
Held-to-Maturity Market Value	0	0
Available-for-Sale Amortized Cost	54,479,000	22,448,000
Available-for-Sale Unrealized Gains	1,569,000	530,000
Available-for-Sale Unrealized Losses	(163,000)	(86,000)
Available-for-Sale Market Value	$ 55,885,000	$ 22,892,000

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Transactions Pre-tax
Unrealized gain on securities available-for-sale	$ 214	$ 5,792	$ (1,485)
Unrealized loss on derivatives	(229)	628	(2,089)
Unfunded pension obligation	4,495	(20,652)	(46)
Foreign currency translation	25	(588)	446
Total	4,505	(14,820)	(3,174)
Transactions Tax-effect
Unrealized gain on securities available-for-sale	(81)	(2,187)	325
Unrealized loss on derivatives	86	(237)	767
Unfunded pension obligation	(1,697)	7,798	525
Foreign currency translation	0	0	0
Total	(1,692)	5,374	1,617
Transactions Net of tax
Unrealized gain on securities available-for-sale	133	3,605	(1,160)
Unrealized (loss) gain on derivatives	(143)	391	(1,322)
Net amount recognized	(2,798)	12,854	(479)
Foreign currency translation	25	(588)	446
Other comprehensive income (loss)	2,813	(9,446)	(1,557)
Balances Net of tax
Unrealized gain on securities available-for-sale	12,802	12,669	9,064	10,224
Unrealized loss on derivatives	(143)	0	(391)	931
Unfunded pension obligation	(31,338)	(34,136)	(21,282)	(21,761)
Foreign currency translation	2	(23)	565	119
Total	$ (18,677)	$ (21,490)	$ (12,044)	$ (10,487)

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DERIVATIVES (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Derivative Financial Instruments by Nature of Underlying Asset or Liability

The following table summarizes the notional values of derivative financial instruments utilized by First Financial by the nature of the underlying asset or liability:

	December 31,
(Dollars in thousands)	2012		2011
Fair Value Hedges
Instruments associated with loans	$	935,493	$	775,328
Cash flow hedges
Instruments associated with deposits	35,000		0
Total notional value	$	970,493	$	775,328

Summary of Derivative Financial Instruments and Balances

The following table summarizes the derivative financial instruments utilized by First Financial and their balances:

		December 31, 2012							December 31, 2011
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance Sheet Location	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Fair Value Hedges
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	$	12,739	$	0	$	(1,445	)	$	17,456	$	0	$	(2,263	)
Matched interest rate swaps with borrower	Accrued interest and other assets	461,377		24,135		0			378,936		24,566		0
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	461,377		0		(24,978		)	378,936		0		(25,860		)
Cash flow hedges
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	35,000		0		(229		)	0		0		0
Total		$	970,493	$	24,135	$	(26,652	)	$	775,328	$	24,566	$	(28,123	)

Derivative Financial Instruments, Average Remaining Maturity and the Weighted-Average Interest Rates being Paid and Received

The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received by First Financial at December 31, 2012:

							Weighted-Average Rate
(Dollars in thousands)	Notional amount		Average maturity (years)	Fair value			Receive		Pay
Asset conversion swaps
Pay fixed interest rate swaps with counterparty	$	12,739	3.5	$	(1,445	)	2.29	%	6.82	%
Receive fixed, matched interest rate swaps with borrower	461,377		4.5	24,135			5.07	%	3.73	%
Pay fixed, matched interest rate swaps with counterparty	461,377		4.5	(24,978		)	3.73	%	5.07	%
	935,493		4.4	(2,288		)	4.37	%	4.43	%
Liability conversion swaps
Pay fixed interest rate swaps with counterparty	35,000		6.5	(229		)	3.25	%	4.02	%
Total liability conversion swaps	35,000		6.5	(229		)	3.25	%	4.02	%
Total swap portfolio	$	970,493	4.5	$	(2,517	)	4.33	%	4.41	%

Location and Amounts Recognized for Fair Value Hedges

The following table details the location and amounts recognized for fair value hedges:

		Decrease to Interest Income
(Dollars in thousands)		Years Ended
Derivatives in fair value hedging relationships	Location of change in fair value	December 31,
		2012			2011			2010
Interest rate contracts
Loans	Interest income - loans	$	(706	)	$	(891	)	$	(1,004	)
Total		$	(706	)	$	(891	)	$	(1,004	)

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table details the location and amounts recognized for cash flow hedges:

	Amount of gain/(loss) recognized in OCI on derivatives (effective portion)								Amount of gain/(loss) reclassified from accumulated OCI into earnings (effective portion)
(Dollars in thousands)	Years ended December 31,								Years ended December 31,
Derivatives in cash flow hedging relationships	2012			2011		2010		Classification of change in fair value	2012			2011		2010
Interest rate contracts								Interest Income
Interest-bearing deposits	$	(143	)	$	0	$	0	Interest-bearing deposits	$	(135	)	$	0	$	0
Other long-term debt	0			0		0		Other long-term debt	0			0		(493		)
Total	$	(143	)	$	0	$	0		$	(135	)	$	0	$	(493	)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Premises and Equipment (Details)	12 Months Ended
	Dec. 31, 2012
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	20 years
Minimum | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	10 years
Minimum | Furniture, Fixtures, and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	3 years
Minimum | Software, Hardware, and Data Handling Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	3 years
Maximum | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	40 years
Maximum | Furniture, Fixtures, and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	10 years
Maximum | Software, Hardware, and Data Handling Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	5 years

XML

PREMISES AND EQUIPMENT

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

PREMISES AND EQUIPMENT

Premises and Equipment

Premises and equipment at December 31 were as follows:

(Dollars in thousands)	2012		2011
Land and land improvements	$	41,550	$	41,160
Buildings	107,939		104,835
Furniture and fixtures	63,248		57,857
Leasehold improvements	23,941		11,526
Construction in progress	4,653		13,502
	241,331		228,880
Less accumulated depreciation and amortization	94,615		90,784
Total	$	146,716	$	138,096

Rental expense recorded under operating leases in 2012, 2011 and 2010, was $7.5 million, $9.5 million and $9.2 million, respectively.

First Financial's future minimum lease payments for operating leases are as follows: 

(Dollars in thousands)
2013	$	7,491
2014	7,126
2015	8,694
2016	5,100
2017	3,680
Thereafter	15,605
Total	$	47,696

XML

EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2012

Compensation and Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

Employee Benefit Plans

Pension Plan. First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees and uses a December 31 measurement date for the plan.

First Financial made no cash contributions to the pension plan in 2012.  First Financial does not expect to make a cash contribution to its pension plan in 2013.  As a result of the plan’s funding status and related actuarial projections, First Financial recorded pension-related income of $0.5 million and $1.3 million for 2012 and 2011, respectively, compared to pension-related expense of $2.0 million for 2010.

The following tables set forth information concerning amounts recognized in First Financial's Consolidated Balance Sheets and Consolidated Statements of Income:

	December 31,
(Dollars in thousands)	2012			2011
Change in benefit obligation
Benefit obligation at beginning of year	$	63,910		$	52,312
Service cost	3,483			3,177
Interest cost	2,550			2,723
Actuarial loss	3,822			9,180
Benefits paid, excluding settlement	(6,087		)	(3,482		)
Benefit obligation at end of year	67,678			63,910
Change in plan assets
Fair value of plan assets at beginning of year	114,972			122,677
Actual return on plan assets	14,831			(4,223		)
Employer contribution	0			0
Benefits paid, excluding settlement	(6,087		)	(3,482		)
Fair value of plan assets at end of year	123,716			114,972
Amounts recognized in the Consolidated Balance Sheets
Assets	56,038			51,062
Liabilities	0			0
Net amount recognized	$	56,038		$	51,062
Amounts recognized in accumulated other comprehensive income (loss)
Net actuarial loss	$	54,471		$	59,390
Net prior service cost	(4,119		)	(4,542		)
Deferred tax assets	(19,014		)	(20,712		)
Net amount recognized	$	31,338		$	34,136
Change in accumulated other comprehensive income (loss)	$	(2,798	)	$	12,854
Accumulated benefit obligation	$	64,273		$	60,485

Components of net periodic benefit cost
	December 31,
(Dollars in thousands)	2012			2011			2010
Service cost	$	3,483		$	3,177		$	2,590
Interest cost	2,550			2,723			2,711
Expected return on assets	(9,055		)	(9,020		)	(4,932		)
Amortization of prior service cost	(423		)	(423		)	(423		)
Recognized net actuarial loss	2,964			2,194			2,065
Net periodic benefit (income) cost	(481		)	(1,349		)	2,011
Other changes recognized in accumulated other comprehensive income
Net actuarial (gain) loss	(1,954		)	22,423			1,688
Amortization of prior service cost	423			423			423
Amortization of gain	(2,964		)	(2,194		)	(2,065		)
Total recognized in accumulated other comprehensive income	(4,495		)	20,652			46
Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	(4,976	)	$	19,303		$	2,057
Amount expected to be recognized in net periodic pension expense in the coming year
Amortization of loss	$	3,248		$	3,039		$	2,191
Amortization of prior service credit	(423		)	(423		)	(423		)

Weighted-average assumptions to determine
	December 31,
	2012		2011
Benefit obligations
Discount rate	3.73	%	4.22	%
Rate of compensation increase	3.50	%	3.50	%
Net periodic benefit cost
Discount rate	4.22	%	5.36	%
Expected return on plan assets	7.50	%	7.50	%
Rate of compensation increase	3.50	%	3.50	%

The determination of the overall expected long-term return on plan assets was based on the composition of plan assets and a consensus of estimates from similarly managed portfolios of expected future returns.

Plan assets are administered and managed by the Wealth Management division of First Financial Bank, N.A. Plan assets are invested in a broad range of equity, fixed income and cash securities, consisting entirely of publicly traded individual stocks and bonds and publicly traded mutual funds and exchange traded funds. The pension plan does not directly own any shares of First Financial common stock or any other First Financial security or product.

The investment objective of the Plan is to structure the assets to, as much as feasible, mirror the liabilities of the Plan. The current target asset allocation set by the Bank for the Plan is 60% equities and 40% fixed income, with the aim to use the fixed income component to match the identified near term and long term plan distributions and the equity component to generate growth of capital to meet other future Plan liabilities.

The fair value of the plan assets as of December 31, 2012 by asset category is shown in the table that follows:

	Fair Value Measurements
(Dollars in thousands)	Total		Quoted Prices in  Active Markets  for  Identical Assets  (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Money market fund	$	1,338	$	1,338	$	0	$	0
U.S. Treasury securities	3,923		0		3,923		0
Securities of U.S. government agencies and corporations	1,543		0		1,543		0
Corporate bonds	6,983		0		6,983		0
Equity securities:
Common stock	20,899		20,899		0		0
Mutual funds	22,168		22,168		0		0
Exchange traded funds	66,844		66,844		0		0
Total	$	123,698	$	111,249	$	12,449	$	0

The fair value of the plan assets as of December 31, 2011 by asset category is shown below.

	Fair Value Measurements
(Dollars in thousands)	Total		Quoted Prices in  Active Markets  for  Identical Assets  (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Money market fund	$	1,551	$	1,551	$	0	$	0
U.S. Treasury securities	3,745		0		3,745		0
Securities of U.S. government agencies and corporations	2,019		0		2,019		0
Corporate bonds	7,249		0		7,249		0
Equity securities:
Common stock	19,368		19,368		0		0
Mutual funds	63,106		63,106		0		0
Exchange traded funds	17,756		17,756		0		0
Total	$	114,794	$	101,781	$	13,013	$	0

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. See Note 22 – Fair Value Disclosures for further information related to the framework for measuring fair value and the fair value hierarchy.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(Dollars in thousands)	Retirement Benefits
2012	$	4,176
2013	5,073
2014	4,945
2015	9,989
2016	4,831
Thereafter	31,779

Thrift Plan. First Financial also sponsors a defined contribution 401(k) thrift plan which covers substantially all employees. Employees may contribute up to 50.0% of their earnings into the plan, not to exceed applicable limitations prescribed by the Internal Revenue Service. First Financial contributes $1.00 for every $1.00 an employee contributes up to 3.00% of the employee's earnings and then contributes $0.50 for every $1.00 thereafter, up to a maximum First Financial total contribution of 4.00% of the employee's earnings. All First Financial matching contributions vest immediately. First Financial contributions to the 401(k) plan are at the discretion of the board of directors. Total First Financial contributions to the 401(k) plan were $2.6 million during 2012, $2.7 million during 2011 and $2.6 million during 2010.

Bank-owned Life Insurance. First Financial has purchased life insurance policies on certain employees. The cash surrender value of these policies is carried as an asset on the Consolidated Balance Sheets in Accrued interest and other assets. The carrying value was $84.5 million and $85.9 million at December 31, 2012, and 2011, respectively.

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EMPLOYEE BENEFIT PLANS (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Maximum Annual Contribution Percent by Employee	50.00%
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year	$ 0
Pension Contributions	0	0	60,000,000
Pension (income) expense	481,000	1,349,000	(2,011,000)
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year	63,910,000	52,312,000
Service cost	3,483,000	3,177,000	2,590,000
Interest cost	2,550,000	2,723,000	2,711,000
Actuarial loss	3,822,000	9,180,000
Benefits paid, excluding settlement	(6,087,000)	(3,482,000)
Benefit obligation at end of year	67,678,000	63,910,000	52,312,000
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	114,972,000	122,677,000
Actual return on plan assets	14,831,000	(4,223,000)
Employer contribution	0	0
Benefits paid, excluding settlement	(6,087,000)	(3,482,000)
Fair value of plan assets at end of year	123,698,000	114,794,000
Fair value of plan assets at end of year	123,716,000	114,972,000	122,677,000
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Assets	56,038,000	51,062,000
Liabilities	0	0
Net amount recognized	56,038,000	51,062,000
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), after Tax [Abstract]
Net actuarial loss	54,471,000	59,390,000
Net prior service cost	(4,119,000)	(4,542,000)
Deferred tax assets	(19,014,000)	(20,712,000)
Net amount recognized	31,338,000	34,136,000
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	(2,798,000)	12,854,000	(479,000)
Accumulated benefit obligation	64,273,000	60,485,000
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	3,483,000	3,177,000	2,590,000
Interest cost	2,550,000	2,723,000	2,711,000
Expected return on plan assets	(9,055,000)	(9,020,000)	(4,932,000)
Amortization of prior service cost	(423,000)	(423,000)	(423,000)
Defined Benefit Plan, Amortization of Gains (Losses)	2,964,000	2,194,000	2,065,000
Net periodic benefit (income) cost	(481,000)	(1,349,000)	2,011,000
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Abstract]
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Gain (Loss), before Tax	(1,954,000)	22,423,000	1,688,000
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Prior Service Cost, before Tax	423,000	423,000	423,000
Total recognized in accumulated other comprehensive income	(4,495,000)	20,652,000	46,000
Total recognized in net periodic benefit cost and accumulated other comprehensive income	(4,976,000)	19,303,000	2,057,000
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, before Tax	(2,964,000)	(2,194,000)	(2,065,000)
Amortization of loss	3,248,000	3,039,000	2,191,000
Amortization of prior service credit	(423,000)	(423,000)	(423,000)
Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	3.73%	4.22%
Rate of compensation increase	3.50%	3.50%
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.22%	5.36%
Expected return on plan assets	7.50%	7.50%
Rate of compensation increase	3.50%	3.50%
Fair value measurments	123,716,000	114,972,000	122,677,000
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
2013	4,176,000
2014	5,073,000
2015	4,945,000
2016	9,989,000
2017	4,831,000
Thereafter	31,779,000
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Defined Contribution Plan, Cost Recognized	2,600,000	2,700,000	2,600,000
Maximum annual contribution per employee, percent	4.00%
Employer matching contribution, percent on first 3% of Earnings	100.00%
Defined Contribution Plan Employee Contribution Percent on which employer matches half of next 2 percent of earnings	50.00%
Cash Surrender Value of Life Insurance	84,500,000	85,900,000
Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	111,249,000	101,781,000
Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	12,449,000	13,013,000
Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Equity Securities [Member]
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Defined Benefit Plan, Target Plan Asset Allocations	60.00%
Money Market Funds [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	1,338,000	1,551,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	1,338,000	1,551,000
Money Market Funds [Member] | Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	1,338,000	1,551,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	1,338,000	1,551,000
Money Market Funds [Member] | Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Money Market Funds [Member] | Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
U.S. Treasuries
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	3,923,000	3,745,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	3,923,000	3,745,000
U.S. Treasuries | Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
U.S. Treasuries | Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	3,923,000	3,745,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	3,923,000	3,745,000
U.S. Treasuries | Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Securities of U.S. government agencies and corporations
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	1,543,000	2,019,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	1,543,000	2,019,000
Securities of U.S. government agencies and corporations | Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Securities of U.S. government agencies and corporations | Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	1,543,000	2,019,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	1,543,000	2,019,000
Securities of U.S. government agencies and corporations | Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Corporate Debt Securities [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	6,983,000	7,249,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	6,983,000	7,249,000
Corporate Debt Securities [Member] | Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Corporate Debt Securities [Member] | Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	6,983,000	7,249,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	6,983,000	7,249,000
Corporate Debt Securities [Member] | Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Common Stock
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	20,899,000	19,368,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	20,899,000	19,368,000
Common Stock | Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	20,899,000	19,368,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	20,899,000	19,368,000
Common Stock | Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Common Stock | Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Equity Funds [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	22,168,000	63,106,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	22,168,000	63,106,000
Equity Funds [Member] | Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	22,168,000	63,106,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	22,168,000	63,106,000
Equity Funds [Member] | Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Equity Funds [Member] | Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Exchange Traded Funds [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	66,844,000	17,756,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	66,844,000	17,756,000
Exchange Traded Funds [Member] | Fair Value Measurements Using Level 1
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	66,844,000	17,756,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	66,844,000	17,756,000
Exchange Traded Funds [Member] | Fair Value Measurements Using Level 2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0	0
Exchange Traded Funds [Member] | Fair Value Measurements Using Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	$ 0	$ 0
Fixed Income Funds [Member]
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Defined Benefit Plan, Target Plan Asset Allocations	40.00%

XML

FIRST FINANCIAL BANCORP. (PARENT COMPANY ONLY) FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Balance Sheet

Balance Sheets

	December 31,
(Dollars in thousands)	2012		2011
Assets
Cash	$	106,196	$	111,657
Investment securities, available for sale	3,623		2,682
Subordinated notes from subsidiaries	7,500		7,500
Investment in subsidiaries
Commercial banks	575,701		573,295
Nonbanks	18,671		18,659
Total investment in subsidiaries	594,372		591,954
Premises and equipment	1,706		1,842
Other assets	15,058		14,889
Total assets	$	728,455	$	730,524
Liabilities
Dividends payable	$	16,869	$	16,196
Other liabilities	1,161		2,107
Total liabilities	18,030		18,303
Shareholders’ equity	710,425		712,221
Total liabilities and shareholders’ equity	$	728,455	$	730,524

Schedule of Condensed Income Statement

Statements of Income

	Years Ended December 31,
(Dollars in thousands)	2012			2011			2010
Income
Interest income	$	55		$	70		$	192
Noninterest income	421			0			143
Dividends from subsidiaries	73,800			48,700			60,700
Total income	74,276			48,770			61,035
Expenses
Interest expense	0			391			1,221
Provision for loan and lease losses	0			739			(37		)
Salaries and employee benefits	4,612			4,449			3,377
Miscellaneous professional services	916			719			928
Other	5,209			5,240			3,190
Total expenses	10,737			11,538			8,679
Income before income taxes and equity in undistributed net earnings of subsidiaries	63,539			37,232			52,356
Income tax benefit	(3,869		)	(4,263		)	(3,162		)
Equity in undistributed (loss) earnings of subsidiaries	(105		)	25,244			3,733
Net income	$	67,303		$	66,739		$	59,251

Schedule of Condensed Cash Flow Statement

Statements of Cash Flows

	Years Ended December 31,
(Dollars in thousands)	2012			2011			2010
Operating activities
Net income	$	67,303		$	66,739		$	59,251
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed loss (earnings) of subsidiaries	105			(25,244		)	(3,733		)
Provision for loan and lease losses	0			739			(37		)
Depreciation and amortization	27			31			42
Stock-based compensation expense	4,186			3,935			3,084
Deferred income taxes	(207		)	(509		)	(569		)
Increase in dividends payable	673			10,342			710
Decrease in accrued expenses	(1,799		)	(10,003		)	(140		)
(Increase) decrease in other assets	(139		)	(241		)	170
Net cash provided by operating activities	70,149			45,789			58,778
Investing activities
Proceeds from calls and maturities of investment securities	0			158			0
Purchases of investment securities, available-for-sale	(474		)	(137		)	(290		)
Net decrease (increase) in loans	0			2,681			(1,743		)
Purchases of premises and equipment	0			0			(1,285		)
Other	109			514			(548		)
Net cash (used in) provided by investing activities	(365		)	3,216			(3,866		)
Financing activities
Redemption of junior subordinated debentures	0			(20,620		)	0
Cash dividends paid on common stock	(67,797		)	(35,312		)	(22,490		)
Cash dividends paid on preferred stock	0			0			(1,100		)
Treasury stock purchase	(6,806		)	0			0
Issuance of common stock	0			0			91,224
Payment to repurchase preferred stock	0			0			(80,000		)
Proceeds from exercise of stock options, net of shares purchased	320			63			272
Excess tax benefit on share-based compensation	438			259			535
Other	(1,400		)	478			(1,086		)
Net cash used in financing activities	(75,245		)	(55,132		)	(12,645		)
(Decrease) increase in cash	(5,461		)	(6,127		)	42,267
Cash at beginning of year	111,657			117,784			75,517
Cash at end of year	$	106,196		$	111,657		$	117,784

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INCOME TAXES INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

Income tax expense consisted of the following components:

(Dollars in thousands)	2012			2011			2010
Current expense
Federal	$	45,571		$	46,270		$	38,572
State	4,956			6,493			5,590
Total current expense	50,527			52,763			44,162
Deferred (benefit) expense
Federal	(12,499		)	(12,836		)	(10,170		)
State	(1,586		)	(1,627		)	(1,290		)
Total deferred (benefit) expense	(14,085		)	(14,463		)	(11,460		)
Income tax expense	$	36,442		$	38,300		$	32,702

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The difference between the federal income tax rates, applied to income before income taxes, and the effective rates were due to the following:

(Dollars in thousands)	2012			2011			2010
Income taxes computed at federal statutory rate (35%) on income before income taxes	$	36,311		$	36,763		$	32,183
Tax-exempt income	(626		)	(586		)	(519		)
Bank-owned life insurance	(680		)	(612		)	(581		)
Tax credits	(1,200		)	(1,200		)	(1,596		)
State income taxes, net of federal tax benefit	2,191			3,163			2,795
Other	446			772			420
Income tax expense	$	36,442		$	38,300		$	32,702

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The major components of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2012, and 2011, were as follows:

(Dollars in thousands)	2012			2011
Deferred tax assets
Allowance for loan and lease losses	$	35,107		$	36,030
Deferred compensation	496			556
Mark to market adjustment on loans and derivatives	128			177
Postretirement benefits other than pension liability	113			141
Accrued stock-based compensation	1,681			1,493
Other reserves	438			219
Other real estate owned write-downs	3,640			1,175
Accrued expenses	4,611			4,521
Other	1,094			1,157
Total deferred tax assets	47,308			45,469
Deferred tax liabilities
Tax depreciation greater than book depreciation	(7,997		)	(8,251		)
FHLB and FRB stock	(17,060		)	(17,060		)
Mortgage-servicing rights	(109		)	(339		)
Leasing activities	(1,919		)	(676		)
Deferred section 597 gain	(41,614		)	(62,421		)
Prepaid pension	(5,839		)	(1,454		)
Intangible assets	(10,214		)	(7,536		)
Deferred loan fees and costs	(1,737		)	(1,472		)
Prepaid expenses	(721		)	(1,310		)
Net unrealized gains on securities available-for-sale and derivatives	(7,682		)	(7,687		)
Fair value adjustments on acquisitions	(17,181		)	(14,945		)
Other	(1,803		)	(1,278		)
Total deferred tax liabilities	(113,876		)	(124,429		)
Total net deferred tax liability	$	(66,568	)	$	(78,960	)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Statement of Other Comprehensive Income [Abstract]
Net income	$ 67,303	$ 66,739	$ 59,251
Other comprehensive income, net of tax
Unrealized gains (losses) on investment securities arising during the period	133	3,605	(1,160)
Change in retirement obligation	2,798	(12,854)	479
Unrealized (loss) gain on derivatives	(143)	391	(1,322)
Unrealized gain (loss) on foreign currency exchange	25	(588)	446
Other comprehensive income (loss)	2,813	(9,446)	(1,557)
Comprehensive income	$ 70,116	$ 57,293	$ 57,694

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BORROWINGS - Schedule of Short-term Debt (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Short-term Debt [Line Items]
Short-term Debt	$ 624,570	$ 99,431	$ 59,842
Debt Instrument, Interest Rate, Effective Percentage	0.16%	0.10%	0.20%
Short-term debt, rate (as a percent)	0.13%	0.17%	0.20%
Short-term debt, average for the year	198,275	96,060	47,531
Federal Funds Purchased and Securities Sold under Agreements to Repurchase [Member]
Short-term Debt [Line Items]
Short-term Debt	122,570	99,431	59,842
Debt Instrument, Interest Rate, Effective Percentage	0.13%	0.10%	0.20%
Short-term debt, rate (as a percent)	0.08%	0.17%	0.20%
Short-term debt, average for the year	86,980	96,060	47,531
Short-term debt, maximum month-end balances	170,751	105,291	64,995
Federal Home Loan Bank Borrowings [Member]
Short-term Debt [Line Items]
Short-term Debt	502,000	0	0
Debt Instrument, Interest Rate, Effective Percentage	0.17%
Short-term debt, rate (as a percent)	0.17%
Short-term debt, average for the year	111,295	0	0
Short-term debt, maximum month-end balances	$ 502,000	$ 0	$ 0

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RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

Recently Adopted and Issued Accounting Standards

In April 2011, the FASB issued an update (ASU No. 2011-03, Reconsideration of Effective Control for Repurchase Agreements), which simplified the accounting for arrangements such as repurchase and securities lending agreements. The collateral maintenance requirement was eliminated from the assessment of effective control, which could result in more transactions being accounted for as secured borrowings rather than sales. The assessment of effective control focuses on a transferor's contractual rights and obligations, not the amount of collateral obtained to repurchase or redeem the transferred financial asset. Under the amended guidance, a transferor maintains effective control over transferred financial assets, and thus accounts for the transfer as a secured borrowing, if there is an agreement that both entitles and obligates the transferor to repurchase the financial assets before maturity and all of the conditions already described in FASB ASC Topic 860, Transfers and Servicing, are met. The provisions of ASU 2011-03 became effective for First Financial for the interim reporting period ended March 31, 2012. This update did not have a material impact on the Consolidated Financial Statements.

In May 2011, the FASB issued an update (ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs), whichexpanded the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and required disclosure of the level in the fair value hierarchy of items that are not measured at fair value but whose fair value must be disclosed.  It also clarified and expanded upon existing requirements for fair value measurements of financial assets and liabilities as well as instruments classified in shareholders' equity.  The provisions of ASU 2011-04 became effective for First Financial for the interim reporting period ended March 31, 2012. For further detail, see Note 14 – Fair Value Disclosures.

In June 2011, the FASB issued an update (ASU 2011-05, Presentation of Comprehensive Income), which revised the manner in which entities present comprehensive income in their financial statements. This update eliminated the option to present components of other comprehensive income (OCI) as part of the statement of changes in stockholders' equity.  The amendments to the existing standard required that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  Under either method, adjustments must be displayed for items that are reclassified from OCI to net income, in both net income and OCI.  The amendments to the existing standard did not change the option for presenting components of OCI gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which OCI is presented or disclosed in the notes to the financial statements.  Additionally, the standard did not affect the calculation or reporting of earnings per share.  The provisions of ASU 2011-05 became effective for First Financial for the interim reporting period ended March 31, 2012. This update resulted in the inclusion of the Consolidated Statements of Comprehensive Income in the Consolidated Financial Statements.

In September 2011, the FASB issued an update (ASU 2011-08, Testing Goodwill for Impairment), to simplify the current two-step goodwill impairment test in FASB ASC Topic 350-20, Intangibles - Goodwill and Other: Goodwill. This update granted entities the option to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the entity determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would then perform the first step of the goodwill impairment test; otherwise, no further impairment test is required. The provisions of ASU 2011-08 became effective for First Financial for the interim reporting period ended March 31, 2012. This update did not have a material impact on the Consolidated Financial Statements.

In December 2011, the FASB issued an update (ASU 2011-11, Disclosures About Offsetting Assets and Liabilities), which creates new disclosure requirements about the nature of an entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. New disclosure requirements will be required for recognized financial and derivative instruments that are offset in accordance with the guidance in FASB ASC Topic 210-20-45, Balance Sheet - Offsetting - Other Presentation Matters, FASB ASC Topic 815-10-45, Derivatives and Hedging - Other Presentation Matters, or are subject to an enforceable master netting arrangement or similar agreement. Recognized assets and liabilities within the scope of this update include financial instruments such as derivatives, repurchase agreements, reverse repurchase agreements and securities lending and borrowing arrangements subject to master netting arrangements. An entity will be required to disclose information to enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on its financial position, including the effect or potential effect of rights of set-off associated with certain financial instruments and derivative instruments. This guidance is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance must be applied retrospectively for any period presented that begins before an entity's date of initial application. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In July 2012, the FASB issued an update (ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment), which allows an entity testing an indefinite-lived intangible asset for impairment the option of performing a qualitative assessment before calculating the fair value of the asset, similar to the guidance set forth in ASU 2011-08. This update also addresses circumstances that an entity should consider in interim periods, but does not remove the requirement for testing of indefinite-lived intangible assets for impairment annually and between annual tests if there is a change in events and circumstances. The provisions of ASU 2012-02 become effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In October 2012, the FASB issued an update (ASU 2012-06, Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution), which clarifies the applicable guidance for subsequently measuring an indemnification asset recognized as a result of a government-assisted acquisition of a financial institution. When a reporting entity recognizes an indemnification asset (in accordance with Subtopic 805-20) as a result of a government-assisted acquisition of a financial institution and subsequently a change in the cash flows expected to be collected on the indemnification asset occurs (as a result of a change in cash flows expected to be collected on the assets subject to indemnification), the reporting entity should subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement (that is, the lesser of the term of the indemnification agreement and the remaining life of the indemnified assets). The provisions of ASU 2012-06 shall be effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. As First Financial's accounting for FDIC indemnification assets is consistent with the guidance in ASU 2012-06, the Company does not anticipate this update will have a material impact on its Consolidated Financial Statements.

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DERIVATIVES - Summary of Derivative Financial Instruments by Nature of Underlying Asset or Liability (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Notional Amount	$ 970,493	$ 775,328
Fair Value Hedges
Derivative [Line Items]
Notional Amount	935,493	775,328
Cash Flow Hedging [Member]
Derivative [Line Items]
Notional Amount	$ 35,000	$ 0

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ALLOWANCE FOR LOAN AND LEASE LOSSES - Changes in the Allowance for Loan and Lease Losses (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Allowance for loan and lease losses:
Balance at beginning of period	$ 52,576	$ 57,235	$ 59,311
Provision for loan and lease losses	19,117	19,210	33,564
Gross charge-offs	25,312	25,798	38,351
Recoveries	1,396	1,929	2,711
Balance at end of period	47,777	52,576	57,235
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	3,179,064	2,968,447	2,816,093
Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	52,576	57,235	59,311
Provision for loan and lease losses	19,117	19,210	33,564
Gross charge-offs	25,312	25,798	38,351
Recoveries	1,396	1,929	2,711
Total net charge-offs	23,916	23,869	35,640
Balance at end of period	47,777	52,576	57,235
Ending allowance on loans individually evaluated for impairment	9,528	12,539	10,416
Ending allowance on loans collectively evaluated for impairment	38,249	40,037	46,819
Impaired Financing Receivable, Related Allowance	47,777	52,576	57,235
Loans and Leases:
Ending balance of loans individually evaluated for impairment	57,360	60,277	68,149
Ending balance of loans collectively evaluated for impairment	3,121,704	2,908,170	2,747,944
Loans and Leases Receivable, Net of Deferred Income	3,179,064	2,968,447
Commercial
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	861,033	856,981	800,253
Commercial | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	10,289	10,138	18,590
Provision for loan and lease losses	1,556	2,825	4,252
Gross charge-offs	4,312	3,436	13,324
Recoveries	393	762	620
Total net charge-offs	3,919	2,674	12,704
Balance at end of period	7,926	10,289	10,138
Ending allowance on loans individually evaluated for impairment	1,151	3,205	2,017
Ending allowance on loans collectively evaluated for impairment	6,775	7,084	8,121
Impaired Financing Receivable, Related Allowance	7,926	10,289	10,138
Loans and Leases:
Ending balance of loans individually evaluated for impairment	16,661	8,351	12,175
Ending balance of loans collectively evaluated for impairment	844,372	848,630	788,078
Loans and Leases Receivable, Net of Deferred Income	861,033	856,981
Real estate-construction
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	73,517	114,974	163,543
Real estate-construction | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	4,424	8,326	8,143
Provision for loan and lease losses	1,528	2,345	8,778
Gross charge-offs	2,684	6,279	8,619
Recoveries	0	32	24
Total net charge-offs	2,684	6,247	8,595
Balance at end of period	3,268	4,424	8,326
Ending allowance on loans individually evaluated for impairment	838	2,578	3,716
Ending allowance on loans collectively evaluated for impairment	2,430	1,846	4,610
Impaired Financing Receivable, Related Allowance	3,268	4,424	8,326
Loans and Leases:
Ending balance of loans individually evaluated for impairment	2,076	17,387	19,294
Ending balance of loans collectively evaluated for impairment	71,441	97,587	144,249
Loans and Leases Receivable, Net of Deferred Income	73,517	114,974
Real estate-commercial
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	1,417,008	1,233,067	1,139,931
Real estate-commercial | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	18,228	14,917	15,190
Provision for loan and lease losses	16,670	13,384	6,836
Gross charge-offs	11,012	10,382	8,191
Recoveries	265	309	1,082
Total net charge-offs	10,747	10,073	7,109
Balance at end of period	24,151	18,228	14,917
Ending allowance on loans individually evaluated for impairment	7,155	6,441	4,347
Ending allowance on loans collectively evaluated for impairment	16,996	11,787	10,570
Impaired Financing Receivable, Related Allowance	24,151	18,228	14,917
Loans and Leases:
Ending balance of loans individually evaluated for impairment	35,422	30,708	31,260
Ending balance of loans collectively evaluated for impairment	1,381,586	1,202,359	1,108,671
Loans and Leases Receivable, Net of Deferred Income	1,417,008	1,233,067
Real estate-residential
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	318,210	287,980	269,173
Real estate-residential | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	4,994	8,907	5,308
Provision for loan and lease losses	346	(2,407)	5,268
Gross charge-offs	1,814	1,551	1,693
Recoveries	73	45	24
Total net charge-offs	1,741	1,506	1,669
Balance at end of period	3,599	4,994	8,907
Ending allowance on loans individually evaluated for impairment	290	313	336
Ending allowance on loans collectively evaluated for impairment	3,309	4,681	8,571
Impaired Financing Receivable, Related Allowance	3,599	4,994	8,907
Loans and Leases:
Ending balance of loans individually evaluated for impairment	2,604	3,730	5,420
Ending balance of loans collectively evaluated for impairment	315,606	284,250	263,753
Installment
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	56,810	67,543	69,711
Installment | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	1,659	1,981	2,159
Provision for loan and lease losses	(883)	(159)	457
Gross charge-offs	577	526	1,154
Recoveries	323	363	519
Total net charge-offs	254	163	635
Balance at end of period	522	1,659	1,981
Ending allowance on loans individually evaluated for impairment	0	0	0
Ending allowance on loans collectively evaluated for impairment	522	1,659	1,981
Impaired Financing Receivable, Related Allowance	522	1,659	1,981
Loans and Leases:
Ending balance of loans individually evaluated for impairment	0	0	0
Ending balance of loans collectively evaluated for impairment	56,810	67,543	69,711
Loans and Leases Receivable, Net of Deferred Income	56,810	67,543
Home equity
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	367,500	358,960	341,310
Home equity | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	10,751	10,939	8,063
Provision for loan and lease losses	(2,032)	1,878	6,183
Gross charge-offs	3,661	2,183	3,499
Recoveries	115	117	192
Total net charge-offs	3,546	2,066	3,307
Balance at end of period	5,173	10,751	10,939
Ending allowance on loans individually evaluated for impairment	2	2	0
Ending allowance on loans collectively evaluated for impairment	5,171	10,749	10,939
Impaired Financing Receivable, Related Allowance	5,173	10,751	10,939
Loans and Leases:
Ending balance of loans individually evaluated for impairment	101	101	0
Ending balance of loans collectively evaluated for impairment	367,399	358,859	341,310
Loans and Leases Receivable, Net of Deferred Income	367,500	358,960
All other
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	84,986	48,942	32,172
All other | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	2,231	2,027	1,858
Provision for loan and lease losses	1,932	1,344	1,790
Gross charge-offs	1,252	1,441	1,871
Recoveries	227	301	250
Total net charge-offs	1,025	1,140	1,621
Balance at end of period	3,138	2,231	2,027
Ending allowance on loans individually evaluated for impairment	92	0	0
Ending allowance on loans collectively evaluated for impairment	3,046	2,231	2,027
Impaired Financing Receivable, Related Allowance	3,138	2,231	2,027
Loans and Leases:
Ending balance of loans individually evaluated for impairment	496	0	0
Ending balance of loans collectively evaluated for impairment	84,490	48,942	32,172
Loans and Leases Receivable, Net of Deferred Income	$ 84,986	$ 48,942

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LOANS (excluding covered loans) - Restructured Loans (Details) (USD $)	12 Months Ended
	Dec. 31, 2012 days loans		Dec. 31, 2011 loans		Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Impaired, Commitment to Lend	$ 3,500,000		$ 0
Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of Restructured Loans	145		78
Restructured loans, Number of Loans	95		33
Restructured loans, Restructured loans, Pre-Modification Loan Balance	22,298,000		9,124,000
Restructured loans, Period End Balance	16,582,000		9,042,000
Extended Maturities	8,838,000	[1]	3,539,000	[1]
Adjusted Interest Rates	220,000	[1]	338,000	[1]
Combined Rate And Maturity	1,403,000	[1]	1,487,000	[1]
Forebearance Agreements	3,261,000	[1]	3,563,000	[1]
Other	2,860,000	[1],[2]	115,000	[1],[2]
Total	16,582,000	[1]	9,042,000	[1]
Restructured loans with payment default within 12 months of modification, Number of Loans	6		6
Restructured loans with payment default within 12 months of modification, Period End Balance	2,714,000		8,758,000
Total restructured loans	24,967,000		22,080,000		17,613,000
Restructured loans on accrual status	10,856,000		4,009,000		3,508,000
Restructured loans on nonaccrual status	14,111,000		18,071,000		14,105,000
Allowance for loan and lease losses lncluded in reserves for restructured loans	3,000,000		4,300,000
Restructured loans uncollectible portion written off	7,200,000		3,000,000
Accruing TDRs performing in accordance with restructured terms for more than one year	2,700,000		1,300,000
Restructured loans performance threshold (days)	90
Non Covered Loans | Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	23		4
Restructured loans, Restructured loans, Pre-Modification Loan Balance	8,955,000		2,675,000
Restructured loans, Period End Balance	7,050,000		2,673,000
Restructured loans with payment default within 12 months of modification, Number of Loans	2		0
Restructured loans with payment default within 12 months of modification, Period End Balance	1,646,000		0
Non Covered Loans | Real estate-construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	0		1
Restructured loans, Restructured loans, Pre-Modification Loan Balance	0		1,193,000
Restructured loans, Period End Balance	0		1,193,000
Restructured loans with payment default within 12 months of modification, Number of Loans	1		1
Restructured loans with payment default within 12 months of modification, Period End Balance	301,000		6,229,000
Non Covered Loans | Real estate-commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	28		9
Restructured loans, Restructured loans, Pre-Modification Loan Balance	11,018,000		3,251,000
Restructured loans, Period End Balance	7,201,000		3,150,000
Restructured loans with payment default within 12 months of modification, Number of Loans	3		3
Restructured loans with payment default within 12 months of modification, Period End Balance	767,000		2,274,000
Non Covered Loans | Residential Mortgage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	22		16
Restructured loans, Restructured loans, Pre-Modification Loan Balance	1,572,000		1,790,000
Restructured loans, Period End Balance	1,578,000		1,811,000
Restructured loans with payment default within 12 months of modification, Number of Loans	0		2
Restructured loans with payment default within 12 months of modification, Period End Balance	0		255,000
Non Covered Loans | Installment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	0		2
Restructured loans, Restructured loans, Pre-Modification Loan Balance	0		114,000
Restructured loans, Period End Balance	0		114,000
Restructured loans with payment default within 12 months of modification, Number of Loans	0		0
Restructured loans with payment default within 12 months of modification, Period End Balance	0		0
Non Covered Loans | Home equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	22		1
Restructured loans, Restructured loans, Pre-Modification Loan Balance	753,000		101,000
Restructured loans, Period End Balance	753,000		101,000
Restructured loans with payment default within 12 months of modification, Number of Loans	0		0
Restructured loans with payment default within 12 months of modification, Period End Balance	0		0
Non Covered Loans | Residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loan relationships review threshold	100,000
Commercial Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loan relationships review threshold	$ 250,000

[1] Balances are as of year end.

[2] Other includes covenant modifications and other concessions or combination of concessions that do not consist of interest rate adjustments, forbearance, and maturity extensions.

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EARNINGS PER COMMON SHARE

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share:

(Dollars in thousands, except per share data)	2012		2011		2010
Numerator for basic and diluted earnings per share -income available to common shareholders:
Net income	$	67,303	$	66,739	$	59,251
Dividends on preferred stock	0		0		1,865
Income available to common shareholders	$	67,303	$	66,739	$	57,386
Denominator for basic earnings per share - weighted average shares	57,876,685		57,691,979		56,969,491
Effect of dilutive securities
Employee stock awards	873,293		907,428		913,809
Warrants	118,814		93,798		109,778
Denominator for diluted earnings per share - adjusted weighted average shares	58,868,792		58,693,205		57,993,078
Earnings per share available to common shareholders
Basic	$	1.16	$	1.16	$	1.01
Diluted	$	1.14	$	1.14	$	0.99

Warrants to purchase 465,117 shares of the Company's common stock were outstanding as of December 31, 2012, 2011 and 2010, respectively. These warrants, each representing the right to purchase one share of common stock, no par value per share, have an exercise price of $12.34 and expire on December 23, 2018.

Stock options and warrants, where the exercise price was greater than the average market price of the common shares, were not included in the computation of net income per diluted share as they would have been anti-dilutive.  These out-of-the-money options were 1,092,253, 420,076 and 41,426 at December 31, 2012, 2011 and 2010, respectively.

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LOANS (covered) - Carrying Value of Purchased Impaired and Nonimpaired Loans (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	$ 748,116	$ 1,053,244
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	102,126	195,892
Real estate-construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	10,631	17,120
Real estate-commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	465,555	637,044
Real estate-residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	100,694	121,117
Installment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	8,674	13,176
Home equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	57,458	64,978
All other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	2,978	3,917
Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	674,157	964,388
Loans Accounted for Under FASB ASC Topic 310-30 | Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	94,775	182,625
Loans Accounted for Under FASB ASC Topic 310-30 | Real estate-construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	10,631	17,120
Loans Accounted for Under FASB ASC Topic 310-30 | Real estate-commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	458,066	627,257
Loans Accounted for Under FASB ASC Topic 310-30 | Real estate-residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	100,694	121,117
Loans Accounted for Under FASB ASC Topic 310-30 | Installment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	7,911	12,123
Loans Accounted for Under FASB ASC Topic 310-30 | Home equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	2,080	4,146
Loans Accounted for Under FASB ASC Topic 310-30 | All other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	0	0
Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	73,959	88,856
Loans Excluded from FASB ASC Topic 310-30 | Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	7,351	13,267
Loans Excluded from FASB ASC Topic 310-30 | Real estate-construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	0	0
Loans Excluded from FASB ASC Topic 310-30 | Real estate-commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	7,489	9,787
Loans Excluded from FASB ASC Topic 310-30 | Real estate-residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	0	0
Loans Excluded from FASB ASC Topic 310-30 | Installment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	763	1,053
Loans Excluded from FASB ASC Topic 310-30 | Home equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	55,378	60,832
Loans Excluded from FASB ASC Topic 310-30 | All other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Purchased Loans	$ 2,978	$ 3,917

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ALLOWANCE FOR LOAN AND LEASE LOSSES (Tables)

12 Months Ended

Dec. 31, 2012

Changes in the Allowance for Loan and Lease Losses for the Previous Five Quarters

Changes in the allowance for loan and lease losses for the three years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	52,576		$	57,235		$	59,311
Provision for loan losses	19,117			19,210			33,564
Loans charged-off	(25,312		)	(25,798		)	(38,351		)
Recoveries	1,396			1,929			2,711
Balance at end of year	$	47,777		$	52,576		$	57,235

Allowance for Loan and Lease Losses by Classification

Changes in the allowance for loan and lease losses by loan category as of December 31 were as follows:

	2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential		Installment			Home Equity			Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	10,289	$	4,424	$	18,228	$	4,994	$	1,659		$	10,751		$	2,231	$	52,576
Provision for loan and lease losses	1,556		1,528		16,670		346		(883		)	(2,032		)	1,932		19,117
Gross charge-offs	4,312		2,684		11,012		1,814		577			3,661			1,252		25,312
Recoveries	393		0		265		73		323			115			227		1,396
Total net charge-offs	3,919		2,684		10,747		1,741		254			3,546			1,025		23,916
Ending allowance for loan and lease losses	$	7,926	$	3,268	$	24,151	$	3,599	$	522		$	5,173		$	3,138	$	47,777
Ending allowance on loans individually evaluated for impairment	$	1,151	$	838	$	7,155	$	290	$	0		$	2		$	92	$	9,528
Ending allowance on loans collectively evaluated for impairment	6,775		2,430		16,996		3,309		522			5,171			3,046		38,249
Ending allowance for loan and lease losses	$	7,926	$	3,268	$	24,151	$	3,599	$	522		$	5,173		$	3,138	$	47,777
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	16,661	$	2,076	$	35,422	$	2,604	$	0		$	101		$	496	$	57,360
Ending balance of loans collectively evaluated for impairment	844,372		71,441		1,381,586		315,606		56,810			367,399			84,490		3,121,704
Total loans, excluding covered loans	$	861,033	$	73,517	$	1,417,008	$	318,210	$	56,810		$	367,500		$	84,986	$	3,179,064

	2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential			Installment			Home Equity		Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	10,138	$	8,326	$	14,917	$	8,907		$	1,981		$	10,939	$	2,027	$	57,235
Provision for loan and lease losses	2,825		2,345		13,384		(2,407		)	(159		)	1,878		1,344		19,210
Gross charge-offs	3,436		6,279		10,382		1,551			526			2,183		1,441		25,798
Recoveries	762		32		309		45			363			117		301		1,929
Total net charge-offs	2,674		6,247		10,073		1,506			163			2,066		1,140		23,869
Ending allowance for loan and lease losses	$	10,289	$	4,424	$	18,228	$	4,994		$	1,659		$	10,751	$	2,231	$	52,576
Ending allowance on loans individually evaluated for impairment	$	3,205	$	2,578	$	6,441	$	313		$	0		$	2	$	0	$	12,539
Ending allowance on loans collectively evaluated for impairment	7,084		1,846		11,787		4,681			1,659			10,749		2,231		40,037
Ending allowance for loan and lease losses	$	10,289	$	4,424	$	18,228	$	4,994		$	1,659		$	10,751	$	2,231	$	52,576
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	8,351	$	17,387	$	30,708	$	3,730		$	0		$	101	$	0	$	60,277
Ending balance of loans collectively evaluated for impairment	848,630		97,587		1,202,359		284,250			67,543			358,859		48,942		2,908,170
Total loans, excluding covered loans	$	856,981	$	114,974	$	1,233,067	$	287,980		$	67,543		$	358,960	$	48,942	$	2,968,447

	2010
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential		Installment		Home Equity		Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	18,590	$	8,143	$	15,190	$	5,308	$	2,159	$	8,063	$	1,858	$	59,311
Provision for loan and lease losses	4,252		8,778		6,836		5,268		457		6,183		1,790		33,564
Gross charge-offs	13,324		8,619		8,191		1,693		1,154		3,499		1,871		38,351
Recoveries	620		24		1,082		24		519		192		250		2,711
Total net charge-offs	12,704		8,595		7,109		1,669		635		3,307		1,621		35,640
Ending allowance for loan and lease losses	$	10,138	$	8,326	$	14,917	$	8,907	$	1,981	$	10,939	$	2,027	$	57,235
Ending allowance on loans individually evaluated for impairment	$	2,017	$	3,716	$	4,347	$	336	$	0	$	0	$	0	$	10,416
Ending allowance on loans collectively evaluated for impairment	8,121		4,610		10,570		8,571		1,981		10,939		2,027		46,819
Ending allowance for loan and lease losses	$	10,138	$	8,326	$	14,917	$	8,907	$	1,981	$	10,939	$	2,027	$	57,235
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	12,175	$	19,294	$	31,260	$	5,420	$	0	$	0	$	0	$	68,149
Ending balance of loans collectively evaluated for impairment	788,078		144,249		1,108,671		263,753		69,711		341,310		32,172		2,747,944
Total loans, excluding covered loans	$	800,253	$	163,543	$	1,139,931	$	269,173	$	69,711	$	341,310	$	32,172	$	2,816,093

Covered Loans

Changes in the Allowance for Loan and Lease Losses for the Previous Five Quarters

The allowance for loan and lease losses on covered loans is presented in the tables below:

	December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Commercial		Residential		Installment		Total
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$	19,136	$	22,918	$	2,599	$	537	$	45,190
Ending allowance on acquired loans outside the scope of ASC 310-30	0		0		0		0		0
Ending allowance on covered loans	$	19,136	$	22,918	$	2,599	$	537	$	45,190

	December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Commercial		Residential		Installment		Total
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$	19,160	$	21,930	$	1,396	$	349	$	42,835
Ending allowance on acquired loans outside the scope of ASC 310-30	0		0		0		0		0
Ending allowance on covered loans	$	19,160	$	21,930	$	1,396	$	349	$	42,835

Allowance for Loan and Lease Losses by Classification

Changes in the allowance for loan and lease losses on covered loans for the three years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	42,835		$	16,493		$	0
Provision for loan and lease losses	30,903			64,081			63,144
Loans charged-off	(33,907		)	(45,604		)	(46,992		)
Recoveries	5,359			7,865			341
Balance at end of year	$	45,190		$	42,835		$	16,493

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ALLOWANCE FOR LOAN AND LEASE LOSSES

12 Months Ended

Dec. 31, 2012

Receivables [Abstract]

ALLOWANCE FOR LOAN AND LEASE LOSSES

Allowance for Loan and Lease Losses

Loans, excluding covered loans. For each reporting period, management maintains the allowance for loan and lease losses at a level that it considers sufficient to absorb probable loan and lease losses inherent in the portfolio. Management determines the adequacy of the allowance based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay (including the timing of future payments). This evaluation is inherently subjective as it requires utilizing material estimates that may be susceptible to significant change.

In the commercial portfolio, which includes commercial loans, construction and commercial real estate loans and lease financing, impaired loan relationships greater than $250,000 are evaluated to determine the need for a specific allowance based on the borrower's overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral. Loans are considered impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.

The allowance for non-impaired commercial loans and impaired commercial loan relationships less than $250,000 includes a process of estimating the probable losses inherent in the portfolio by category, based on First Financial's internal system of credit risk ratings and historical loss data. These estimates may also be adjusted for management's estimate of probable losses on specific loan types dependent upon trends in the values of the underlying collateral, delinquent and nonaccrual loans, prevailing economic conditions, changes in lending strategies and other influencing factors.

With the exception of loans modified as TDRs, consumer loans are evaluated by loan type (i.e., residential real estate, installment, etc.), as these loans exhibit homogeneous characteristics. The allowance for consumer loans, which includes residential real estate, installment, home equity, credit card loans and overdrafts, is established by estimating losses inherent in each particular category of consumer loans. The estimate of losses is primarily based on historical loss rates for each category, as well as trends in delinquent and nonaccrual loans, prevailing economic conditions and other significant influencing factors. Consumer loans modified as TDRs greater than $100,000 are individually reviewed to determine if a specific allowance is necessary.

There were no material changes to First Financial's accounting policies or methodology related to the allowance for loan and lease losses during 2012, however certain modifications were made to the estimation process in the third quarter of 2012 to place greater emphasis on quantitative factors such as historical loan losses and less emphasis on qualitative factors. This resulted in a shift in the allocation of the allowance between certain consumer and commercial loan types but had no significant impact on the total allowance for loan and lease losses at December 31, 2012.

The allowance is increased by provisions charged to expense and decreased by actual charge-offs, net of recoveries of amounts previously charged-off. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral.

Changes in the allowance for loan and lease losses for the three years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	52,576		$	57,235		$	59,311
Provision for loan losses	19,117			19,210			33,564
Loans charged-off	(25,312		)	(25,798		)	(38,351		)
Recoveries	1,396			1,929			2,711
Balance at end of year	$	47,777		$	52,576		$	57,235

Changes in the allowance for loan and lease losses by loan category as of December 31 were as follows:

	2012
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential		Installment			Home Equity			Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	10,289	$	4,424	$	18,228	$	4,994	$	1,659		$	10,751		$	2,231	$	52,576
Provision for loan and lease losses	1,556		1,528		16,670		346		(883		)	(2,032		)	1,932		19,117
Gross charge-offs	4,312		2,684		11,012		1,814		577			3,661			1,252		25,312
Recoveries	393		0		265		73		323			115			227		1,396
Total net charge-offs	3,919		2,684		10,747		1,741		254			3,546			1,025		23,916
Ending allowance for loan and lease losses	$	7,926	$	3,268	$	24,151	$	3,599	$	522		$	5,173		$	3,138	$	47,777
Ending allowance on loans individually evaluated for impairment	$	1,151	$	838	$	7,155	$	290	$	0		$	2		$	92	$	9,528
Ending allowance on loans collectively evaluated for impairment	6,775		2,430		16,996		3,309		522			5,171			3,046		38,249
Ending allowance for loan and lease losses	$	7,926	$	3,268	$	24,151	$	3,599	$	522		$	5,173		$	3,138	$	47,777
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	16,661	$	2,076	$	35,422	$	2,604	$	0		$	101		$	496	$	57,360
Ending balance of loans collectively evaluated for impairment	844,372		71,441		1,381,586		315,606		56,810			367,399			84,490		3,121,704
Total loans, excluding covered loans	$	861,033	$	73,517	$	1,417,008	$	318,210	$	56,810		$	367,500		$	84,986	$	3,179,064

	2011
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential			Installment			Home Equity		Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	10,138	$	8,326	$	14,917	$	8,907		$	1,981		$	10,939	$	2,027	$	57,235
Provision for loan and lease losses	2,825		2,345		13,384		(2,407		)	(159		)	1,878		1,344		19,210
Gross charge-offs	3,436		6,279		10,382		1,551			526			2,183		1,441		25,798
Recoveries	762		32		309		45			363			117		301		1,929
Total net charge-offs	2,674		6,247		10,073		1,506			163			2,066		1,140		23,869
Ending allowance for loan and lease losses	$	10,289	$	4,424	$	18,228	$	4,994		$	1,659		$	10,751	$	2,231	$	52,576
Ending allowance on loans individually evaluated for impairment	$	3,205	$	2,578	$	6,441	$	313		$	0		$	2	$	0	$	12,539
Ending allowance on loans collectively evaluated for impairment	7,084		1,846		11,787		4,681			1,659			10,749		2,231		40,037
Ending allowance for loan and lease losses	$	10,289	$	4,424	$	18,228	$	4,994		$	1,659		$	10,751	$	2,231	$	52,576
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	8,351	$	17,387	$	30,708	$	3,730		$	0		$	101	$	0	$	60,277
Ending balance of loans collectively evaluated for impairment	848,630		97,587		1,202,359		284,250			67,543			358,859		48,942		2,908,170
Total loans, excluding covered loans	$	856,981	$	114,974	$	1,233,067	$	287,980		$	67,543		$	358,960	$	48,942	$	2,968,447

	2010
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Residential		Installment		Home Equity		Other		Total
Allowance for loan and lease losses
Balance at beginning of year	$	18,590	$	8,143	$	15,190	$	5,308	$	2,159	$	8,063	$	1,858	$	59,311
Provision for loan and lease losses	4,252		8,778		6,836		5,268		457		6,183		1,790		33,564
Gross charge-offs	13,324		8,619		8,191		1,693		1,154		3,499		1,871		38,351
Recoveries	620		24		1,082		24		519		192		250		2,711
Total net charge-offs	12,704		8,595		7,109		1,669		635		3,307		1,621		35,640
Ending allowance for loan and lease losses	$	10,138	$	8,326	$	14,917	$	8,907	$	1,981	$	10,939	$	2,027	$	57,235
Ending allowance on loans individually evaluated for impairment	$	2,017	$	3,716	$	4,347	$	336	$	0	$	0	$	0	$	10,416
Ending allowance on loans collectively evaluated for impairment	8,121		4,610		10,570		8,571		1,981		10,939		2,027		46,819
Ending allowance for loan and lease losses	$	10,138	$	8,326	$	14,917	$	8,907	$	1,981	$	10,939	$	2,027	$	57,235
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	12,175	$	19,294	$	31,260	$	5,420	$	0	$	0	$	0	$	68,149
Ending balance of loans collectively evaluated for impairment	788,078		144,249		1,108,671		263,753		69,711		341,310		32,172		2,747,944
Total loans, excluding covered loans	$	800,253	$	163,543	$	1,139,931	$	269,173	$	69,711	$	341,310	$	32,172	$	2,816,093

Covered loans. In accordance with the accounting guidance for business combinations, there was no allowance brought forward on covered loans as any credit deterioration evident in the loans at the time of acquisition was included in the determination of the fair value of the loans at the acquisition date.

The majority of covered loans are accounted for under FASB ASC Topic 310-30, whereby First Financial is required to periodically re-estimate the expected cash flows on the loans. For purposes of applying the guidance under FASB ASC Topic 310-30, First Financial grouped acquired loans into pools based on common risk characteristics. Generally, a decline in expected cash flows for a pool of loans is referred to as impairment and recorded as provision expense, and a related allowance for loan and lease losses on covered loans, on a discounted basis during the period. Estimated reimbursements due from the FDIC under loss sharing agreements related to any declines in expected cash flows for a pool of loans are recorded as noninterest income and an increase to the FDIC indemnification asset in the same period. Improvement in expected cash flows for a pool of loans, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loans in the pool and a related adjustment to the yield on the FDIC indemnification asset.

First Financial performs periodic valuation procedures to re-estimate the expected cash flows on covered loans accounted for under FASB ASC Topic 310-30 and compare the present value of expected cash flows to the carrying value of the loans at the pool level. In order to estimate expected cash flows, First Financial specifically reviews a sample of these covered loans to assist in the determination of appropriate probability of default and loss given default assumptions to be applied to the remainder of the portfolio. The estimate of expected cash flows may also be adjusted for management's estimate of probable losses on specific loan types dependent upon trends in observable market and industry data, such as prepayment speeds and collateral values. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

First Financial updated the valuations related to covered loans periodically during 2012 and, as a result of impairment in certain loan pools, recognized total provision expense of $30.9 million and realized net charge-offs of $28.5 million, resulting in an allowance of $45.2 million as of December 31, 2012. During 2011, the Company recognized total provision expense of $64.1 million and realized net charge-offs of $37.7 million, resulting in an ending allowance of $42.8 million.  During 2010, the Company recognized total provision expense of $63.1 million and realized net charge-offs of $46.7 million, resulting in an ending allowance of $16.5 million. Additionally, the Company recognized expenses of $13.2 million for 2012, $12.8 million for 2011 and $1.5 million for 2010 primarily related to attorney fees, delinquent taxes, appraisals and losses on covered OREO during the period.  The receivable due from the FDIC under loss sharing agreements related to covered provision expense, losses on covered OREO and loss sharing expenses of $35.3 million for 2012, $60.9 million for 2011, and $51.8 million for 2010, was recognized as FDIC loss sharing income and a corresponding increase to the FDIC indemnification asset.

The allowance for loan and lease losses on covered loans is presented in the tables below:

	December 31, 2012
			Real Estate
(Dollars in thousands)	Commercial		Commercial		Residential		Installment		Total
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$	19,136	$	22,918	$	2,599	$	537	$	45,190
Ending allowance on acquired loans outside the scope of ASC 310-30	0		0		0		0		0
Ending allowance on covered loans	$	19,136	$	22,918	$	2,599	$	537	$	45,190

	December 31, 2011
			Real Estate
(Dollars in thousands)	Commercial		Commercial		Residential		Installment		Total
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$	19,160	$	21,930	$	1,396	$	349	$	42,835
Ending allowance on acquired loans outside the scope of ASC 310-30	0		0		0		0		0
Ending allowance on covered loans	$	19,160	$	21,930	$	1,396	$	349	$	42,835

Changes in the allowance for loan and lease losses on covered loans for the three years ended December 31 were as follows:

(Dollars in thousands)	2012			2011			2010
Balance at beginning of year	$	42,835		$	16,493		$	0
Provision for loan and lease losses	30,903			64,081			63,144
Loans charged-off	(33,907		)	(45,604		)	(46,992		)
Recoveries	5,359			7,865			341
Balance at end of year	$	45,190		$	42,835		$	16,493

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FAIR VALUE DISCLOSURES - Summary of Financial Assets and Liabilities Measure at Fair Value on a Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Assets
Derivatives	$ 24,135		$ 24,566
Available-for-sale investment securities	236,700		162,600		0
Fair Value, Measurements, Recurring
Assets
Derivatives	0		0
Available-for-sale investment securities	1,032,096		1,441,846
Total	1,032,096		1,441,846
Liabilities
Derivatives	2,517		3,557
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1
Assets
Derivatives	0		0
Available-for-sale investment securities	144		141
Total	144		141
Liabilities
Derivatives	0		0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2
Assets
Derivatives	24,135		24,566
Available-for-sale investment securities	1,031,952		1,441,705
Total	1,056,087		1,466,271
Liabilities
Derivatives	26,652		28,123
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3
Assets
Derivatives	0		0
Available-for-sale investment securities	0		0
Total	0		0
Liabilities
Derivatives	0		0
Fair Value, Measurements, Recurring | Netting Adjustments
Assets
Derivatives	(24,135)	[1]	(24,566)	[1]
Available-for-sale investment securities	0	[1]	0	[1]
Total	(24,135)	[1]	(24,566)	[1]
Liabilities
Derivatives	$ (24,135)	[1]	$ (24,566)	[1]

[1] Amounts represent the impact of legally enforceable master netting arrangements that allow First Financial to settle positive and negative positions and also cash collateral held with the same counterparties.