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, 2013

OR

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

Commission File Number 001-34762

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, 2013, was $829,690,000.  (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 24, 2014, there were issued and outstanding 57,510,991 common shares of the registrant.

Documents Incorporated by Reference:

Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2013 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 27, 2014 are incorporated by reference into Part III.

			Page
Part I	Item 1	Business	1
	Item 1A	Risk Factors	10
	Item 1B	Unresolved Staff Comments	23
	Item 2	Properties	23
	Item 3	Legal Proceedings	23
	Item 4	Mine Safety Disclosures	24
		Supplemental Item - Executive Officers of the Registrant	25
Part II	Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
	Item 6	Selected Financial Data	29
	Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
	Item 7A	Quantitative and Qualitative Disclosures about Market Risk	30
	Item 8	Financial Statements and Supplementary Data	30
	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
	Item 9A	Controls and Procedures	30
	Item 9B	Other Information	30
Part III	Item 10	Directors, Executive Officers, and Corporate Governance	31
	Item 11	Executive Compensation	31
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
	Item 13	Certain Relationships and Related Transactions and Director Independence	31
	Item 14	Principal Accounting Fees and Services	31
Part IV	Item 15	Exhibits, Financial Statement Schedules	32
Signatures			36

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements specifically identified as forward-looking statements within this document. In addition, certain statements in future filings by us with the SEC, in press releases, and in oral and written statements made by or with our approval which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include: (i) projections of income or expense, earnings per share, the payment or non-payment of dividends, capital structure and other financial items; (ii) statements of our plans and objectives or our management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying those statements.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statements. We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements involve risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including those factors and events identified (i) in "Item 1A. Risk Factors" of the Annual Report on Form 10-K and (ii) under the heading "Forward-Looking Statements" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of First Financial's 2013 Annual Report (included within Exhibit 13 to this Annual Report on Form 10-K and incorporated by reference into Item 7 of this Annual Report on Form 10-K). There is also the risk that our management or Board of Directors incorrectly analyzes these risks and uncertainties or that the strategies we develop to address them are unsuccessful.

Forward-looking statements speak only as of the date on which they are made, and, except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made to reflect unanticipated events. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified in their entirety by the foregoing cautionary statements.

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 (the 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.  First Financial also offers lease and equipment financing through a wholly-owned subsidiary of the Bank, First Financial Equipment Finance LLC (First Equipment Finance), primarily in its principal markets.  Credit risk for lending activities 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. The Bank generally does not retain 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, which are 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

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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.

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, 2013, 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, 2013, First Financial and its subsidiaries had 1,422 full-time and part-time employees.

Subsidiaries

A listing of each of First Financial’s subsidiaries can be found in Exhibit 21 to this Form 10-K.

Business Combinations

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). Prior to the FDIC-assisted transactions, the Company also acquired three Indiana banking centers including related deposits and loans, from Irwin in a separate and unrelated transaction. 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 12% of First Financial’s loans at December 31, 2013. 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 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 the assets that are not subject to a loss sharing agreement.

On December 17, 2013, First Financial and the Bank entered into an Agreement and Plan of Merger with The First Bexley Bank, an Ohio state-chartered commercial bank (“First Bexley”), pursuant to which First Bexley will merge with and into the Bank (the “First Bexley Merger”). First Bexley’s shareholders will be entitled to receive merger consideration equal to $30.50 for each common share of First Bexley consisting of $24.40 in common shares of First Financial and $6.10 in cash, subject to certain adjustments depending upon changes in the price of First Financial’s common shares. Closing of the First Bexley Merger, which is anticipated to occur in the second quarter of 2014, is subject to customary conditions, including, among others, approval of the Agreement and Plan of Merger by First Bexley’s shareholders, receipt of required regulatory approvals and effectiveness of a registration statement to be filed by First Financial with the Securities and Exchange Commission (“SEC”), and approval for listing on the NASDAQ, with respect to the common shares to be issued in the Bexley Merger.

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On December 19, 2013, First Financial and the Bank entered into an Agreement and Plan of Merger with Insight Bank, an Ohio state-chartered commercial bank (“Insight”), pursuant to which Insight will merge with and into the Bank (the “Insight Merger”). Insight’s shareholders will be entitled to receive merger consideration equal to $20.50 for each common share of Insight, 80% of which ($16.40) will be paid in common shares of First Financial and 20% of which ($4.10) will be paid in cash, subject to adjustment depending upon changes in the price of First Financial’s common shares. Closing of the Insight Merger, which is anticipated to occur in the second quarter of 2014, is subject to customary conditions, including, among others, approval of the Agreement and Plan of Merger by Insight’s shareholders, receipt of required regulatory approvals and effectiveness of a registration statement to be filed by First Financial with the SEC, and approval for listing on the NASDAQ, with respect to the common shares to be issued in the Insight Merger.

Market and Competitive Information

First Financial, through the regionalization efforts and business model of the 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 franchisee lending through 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, have 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 the 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

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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.

Bank Holding Company Regulation

We are subject to the provisions of the Bank Holding Company Act of 1956, as amended (the BHCA) and 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 Federal Reserve Board also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, issue cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including a subsidiary bank). In general, the Federal Reserve Board may initiate enforcement actions for violations of laws and regulations and unsafe or unsound practices. Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support such subsidiary bank. Under this policy, the Federal Reserve Board may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to the shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.

Depository Institution Regulation

The 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).

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.  The Bank currently is in Risk Category I.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the FDIC adopted rules, 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 is assigned to a Risk Category as described above, and a range of initial base assessment rates applies to

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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.  All base assessment rates are 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 the 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, 2013.

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 of the total industry. 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 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, the 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.

Fiscal and Monetary Policies

The earnings of banks, and, therefore, the earnings of First Financial (and its subsidiaries), are affected by the fiscal and monetary policies of the United States government and its agencies, 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 policies are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits.

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Limits on Dividends and Other Payments

There are various legal limitations on the extent to which a subsidiary bank may finance or otherwise supply funds to its parent holding company. Under applicable federal and state laws, a subsidiary bank may not, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, its bank holding company. A subsidiary bank is also subject to collateral security requirements for any loan or extension of credit permitted by such exceptions. The Bank may not pay dividends out of its surplus if, after paying these dividends, it would fail to meet the required minimum levels under the risk-based capital guidelines and minimum leverage ratio requirements established by the OCC. In addition, the Bank must have the approval of the OCC if a dividend in any year would cause the total dividends for that year to exceed the sum of the Bank’s current year’s net income and the retained net income for the preceding two years, less required transfers to surplus. Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if such regulatory authorities deem such dividends to constitute unsafe and/or unsound banking practices or if necessary to maintain adequate capital.

The ability of First Financial to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends which may be declared by the Bank. However, because the Federal Reserve Board expects us to serve as a source of strength to the Bank, as discussed above, payment of dividends by the Bank may be restricted at any time at the discretion of the OCC if the OCC deems such dividends to constitute an unsafe and/or unsound banking practice. These provisions could have the effect of limiting our ability to pay dividends on our shares.

The Federal Reserve Board has issued a policy statement with regard to the payment of cash dividends by bank holding companies. The policy statement provides that, as a matter of prudent banking, a bank holding company should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fully fund the dividends, and the prospective rate of earnings retention appears to be consistent with the bank holding company’s capital needs, asset quality, and overall financial condition. Accordingly, a bank holding company should not pay cash dividends that exceed its net income or can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing.

The Dodd-Frank Wall Street Reform and Consumer Protection Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act, implementing far-reaching changes to the regulation of the financial services industry, was signed into law in 2010. The Dodd-Frank Act requires various federal agencies to adopt a broad range of regulations with significant discretion. Although some of the regulations have been adopted, many still have not, and the effect they will have on us and our subsidiaries cannot currently be known. Among the provisions already implemented that have or may have an effect on us or its subsidiaries are the following:

• the Consumer Financial Protection Bureau has been formed with broad powers to adopt and enforce consumer protection regulations that would apply to all banks and thrifts.  Smaller financial institutions, including the Bank, will be subject to the supervision and enforcement of their primary federal banking regulator with respect to the federal consumer financial protection laws;

• the federal law prohibiting the payment of interest on commercial demand deposit accounts was eliminated effective July 21, 2011;

• the standard maximum amount of deposit insurance per customer was permanently increased to $250,000;

• the assessment base for determining deposit insurance premiums has been expanded from domestic deposits to average assets minus average tangible equity;

• public companies in all industries are now required to provide shareholders the opportunity to cast a non-binding advisory vote on executive compensation;

• the Federal Reserve Board has imposed on financial institutions with assets of $10 billion or more a cap on the debit card interchange fees the financial institutions may charge. Although the cap is not applicable to the Bank, it may have an adverse effect on the Bank as the debit cards issued by the Bank and other smaller banks, which have higher interchange fees, may become less competitive; and

• new capital regulations for bank holding companies, which impose stricter requirements, and trust preferred securities issued after May 19, 2010 will no longer constitute Tier 1 capital.

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Additionally, new corporate governance requirements applicable generally to all public companies in all industries will require other new compensation practices and disclosure requirements, including requiring companies to “claw back” incentive compensation under certain circumstances, to consider the independence of compensation advisors and to make additional disclosures in proxy statements with respect to compensation matters.

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.

Regulatory Capital

The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies, and the OCC has adopted risk-based capital guidelines for national banks. Capital levels as measured by these standards are used, among other reasons, to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions. The minimum guideline for the ratio of total capital to risk-weighted assets (including certain off-balance sheet items such as standby letters of credit) is 8%. At least half of the minimum total risk-based capital ratio (4%) must be composed of common shareholders’ equity, minority interests in certain equity accounts of consolidated subsidiaries and a limited amount of qualifying preferred stock and qualified trust preferred securities, less goodwill and certain other intangible assets, including the unrealized net gains and losses, after applicable taxes, on available-for-sale securities carried at fair value (commonly known as Tier 1 risk-based capital). The remainder of total risk-based capital (commonly known as Tier 2 risk-based capital) may consist of certain types and amounts of each of hybrid capital instruments, mandatory convertible debt, subordinated debt, preferred stock not qualifying as Tier 1 capital, allowance for loan losses, and net unrealized gains on available-for-sale equity securities. Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of four risk weights (0%, 20%, 50% and 100%) is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies. The Federal Reserve Board guidelines provide for a minimum ratio of Tier 1 capital to average assets (excluding the allowance for loan losses, goodwill and certain other intangibles), or “leverage ratio,” of 3% for bank holding companies that meet certain criteria, including having the highest regulatory rating, and 4% for all other bank holding companies. The guidelines further provide that bank holding companies making acquisitions will be expected to maintain strong capital positions substantially above the minimum levels. The OCC has also adopted minimum leverage ratio guidelines for national banks.

The federal banking agencies have established a system of prompt corrective action to resolve certain of the problems of undercapitalized institutions. This system is based on five capital level categories for insured depository institutions: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” The federal banking agencies may (or in some cases must) take certain supervisory actions depending upon a bank’s capital level. For example, the banking agencies must appoint a receiver or conservator for a bank within 90 days after it becomes “critically undercapitalized” unless the bank’s primary regulator determines, with the concurrence of the FDIC, that other action would better achieve regulatory purposes. Banking operations otherwise may be significantly affected depending on a bank’s capital category. For example, a bank that is not “well capitalized” generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, and the holding company of any undercapitalized depository institution must guarantee, in part, specific aspects of the bank’s capital plan for the plan to be acceptable.

In order to be “well-capitalized” under current capital requirements, a bank must have total risk-based capital of at least 10%, Tier 1 risk-based capital of at least 6% and a leverage ratio of at least 5%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. Our management believes that both First Financial and the Bank meet the requirements to be deemed “well-capitalized” according to the guidelines described above.

The risk-based capital guidelines currently in effect are based on the “International Convergence of Capital Measurement and Capital Standards” (Basel I), published by the Basel Committee on Banking Supervision in 1988. In July 2013, the United States adopted what is commonly known as “Basel III” and banking regulators issued final rules applicable to smaller banks, such as us.

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Among the most significant changes, the new rules:

• Establish new minimum capital requirements which retain the current minimum total capital ratio of 8.0%, but increase the minimum Tier 1 risk-based capital ratio from 4% to 6%;

• Establish a new minimum common equity Tier 1 capital ratio of 4.5%, and specify the criteria to determine what constitutes common equity Tier 1 capital;

• Establish a new capital conservation buffer requiring banks to hold an additional 2.5% of common equity Tier 1 capital in excess of the minimum, and restrict the payments of dividends and distributions and certain bonus payments to executives if capital ratios fall below the buffer amount;

• Retain the minimum leverage ratio of 4%;

• Establish stricter eligibility requirements for capital instruments;

• Replace the external credit ratings approach to standards of creditworthiness with a simplified supervisory formula approach;

• Establish stricter limitations on the extent to which deferred tax assets, mortgage servicing assets and significant investments in unconsolidated financial institutions may be included in Tier 1 capital; and

• Increase risk weights for past-due loans and loan commitments, certain commercial real estate loans and selected other changes in risk weights.

We will begin transitioning to the new rules on January 1, 2015. The new minimum capital requirements are effective January 1, 2015, whereas other capital requirements, such as the capital conservation buffer, phase in through January 1, 2019. First Financial expects to be in compliance with these requirements as they become applicable.

Executive and Incentive Compensation

In June 2010, the Federal Reserve Board, the OCC and the FDIC issued joint interagency guidance on incentive compensation policies (the Joint Guidance) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. This principles-based guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should: (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks; (ii) be compatible with effective internal controls and risk management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

Pursuant to the Joint Guidance, the Federal Reserve Board will review as part of a regular, risk-focused examination process, the incentive compensation arrangements of financial institutions such as us. These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination and deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against an institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and prompt and effective measures are not being taken to correct the deficiencies.

On February 7, 2011, federal banking regulatory agencies jointly issued proposed rules on incentive-based compensation arrangements under applicable provisions of the Dodd-Frank Act (the Proposed Joint Rules). The Proposed Joint Rules generally apply to financial institutions with $1 billion or more in assets that maintain incentive-based compensation arrangements for certain covered employees. The Proposed Joint Rules: (i) prohibit covered financial institutions from maintaining incentive-based compensation arrangements that encourage covered persons to expose the institution to inappropriate risk by providing the covered person with “excessive” compensation; (ii) prohibit covered financial institutions from establishing or maintaining incentive-based compensation arrangements for covered persons that encourage inappropriate risks that could lead to a material financial loss; (iii) require covered financial institutions to maintain policies and procedures appropriate to their size, complexity and use of incentive-based compensation to help ensure compliance with the Proposed

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Joint Rules; and (iv) require covered financial institutions to provide enhanced disclosure to regulators regarding their incentive-based compensation arrangements for covered persons within 90 days following the end of the fiscal year.

Pursuant to rules adopted by the stock exchanges and approved by the SEC in January 2013 under the Dodd-Frank Act, public company compensation committee members must meet heightened independence requirements and consider the independence of compensation consultants, legal counsel and other advisors to the compensation committee. A compensation committee must have the authority to hire advisors and to have the public company fund reasonable compensation of such advisors.

Public companies will be required, once stock exchanges impose additional listing requirements under the Dodd-Frank Act, to implement “clawback” procedures for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating a restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within a three-year look-back window of the restatement and would cover all executives who received incentive awards.

Volcker Rule

In December 2013, five federal agencies adopted a final regulation implementing the Volcker Rule provision of the Dodd-Frank Act (the Volcker Rule). The Volcker Rule places limits on the trading activity of insured depository institutions and entities affiliated with a depository institution, subject to certain exceptions. The trading activity includes a purchase or sale as principal of a security, derivative, commodity future or option on any such instrument in order to benefit from short-term price movements or to realize short-term profits. The Volcker Rule exempts specified U.S. Government, agency and/or municipal obligations, and it excepts trading conducted in certain capacities, including as a broker or other agent, through a deferred compensation or pension plan, as a fiduciary on behalf of customers, to satisfy a debt previously contracted, repurchase and securities lending agreements and risk-mitigating hedging activities. The Volcker Rule also prohibits a banking entity from having an ownership interest in, or certain relationships with, a hedge fund or private equity fund, with a number of exceptions. The Bank from time to time may engage in trading activities or own the types of funds regulated by the Volcker Rule.

Transactions with Affiliates, Directors, Executive Officers and Shareholders

Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Board Regulation W generally:

• limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate;

• limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with all affiliates; and

• require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.

An affiliate of a bank is any company or entity which controls, is controlled by or is under common control with the bank. The term “covered transaction” includes the making of loans to the affiliate, the purchase of assets from the affiliate, the issuance of a guarantee on behalf of the affiliate, the purchase of securities issued by the affiliate and other similar types of transactions.

A bank’s authority to extend credit to executive officers, directors and greater than 10% shareholders, as well as entities such persons control, is subject to Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O promulgated thereunder by the Federal Reserve Board. Among other things, these loans must be made on terms (including interest rates charged and collateral required) substantially the same as those offered to unaffiliated individuals or be made as part of a benefit or compensation program and on terms widely available to employees, and must not involve a greater than normal risk of repayment. In addition, the amount of loans a bank may make to these persons is based, in part, on the bank’s capital position, and specified approval procedures must be followed in making loans which exceed specified amounts.

Patriot Act

In response to the terrorist events of September 11, 2001, the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the Patriot Act) was signed into law in October 2001. The Patriot Act gives the United States government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. Title III of the Patriot Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions. Among other requirements, Title III and related regulations require regulated financial institutions to establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts and

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establish enhanced due diligence policies, procedures and controls designed to detect and report suspicious activity. The Bank has established policies and procedures that are believed to be compliant with the requirements of the Patriot Act.

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 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.

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 could have an adverse effect on our business.

The capital and credit markets continue to experience volatility and disruption on unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to their 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.

Europe’s debt crisis could have a material adverse effect on our business, financial condition and liquidity.

The possibility that certain European Union (EU) member states will default on their debt obligations has 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.

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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 financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. A default or threatened default of a large institution could negatively impact the entire financial system, and 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. Statutes and regulations may be altered that may potentially increase our costs to service and underwrite mortgage loans and negatively impact the mortgages we hold and our ability to enforce them

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

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 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 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.

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

The Federal Reserve Board 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 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

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.

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 may adversely affect us, including requiring us to take additional loan loss provisions or to write down loans.

If the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations 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.

There is no assurance that our non-impaired loans will not become impaired or that the impaired loans will not suffer further deterioration in value. 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. 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.

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

Disruptions in the secondary market for residential mortgage loans limit the market for and liquidity of many mortgage loans. The effects of mortgage market challenges, combined with corrections in residential real estate market prices and reduced levels of home sales, could adversely affect the value of collateral securing mortgage loans that we hold, mortgage loan originations, and profits on sales of mortgage loans. Such conditions could result in higher losses, write downs, and impairment charges in our mortgage and other lines of business. 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.

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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.

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 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. 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.

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.

The overall economy, while showing signs of improvement in 2013, remains fragile and has yet to demonstrate a clear ability to sustain this improvement. 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.

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. The 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

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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.

Our 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.

Fluctuations in the allowance for loan losses are not uncommon primarily as a result of changing economic conditions.

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.

The Bank 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 our 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;

• the demand for loans and refinancings may decline, which could negatively impact income related to loan originations; 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 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.

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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, as well as increasing our funding costs.

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

At December 31, 2013, we had $2.5 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 misconduct 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, such as a security breach, 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

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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 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 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, employees, federal, state or local governments. 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 6 to the consolidated financial statements and in Item 3, Part I of this Annual Report on Form 10-K.

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.

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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, 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.

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. Additionally, our funds to pay dividends rely in large part on dividends paid to us by the Bank, which are subject to regulatory restrictions in certain circumstances. 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 57,533,046 shares are outstanding at December 31, 2013. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares, and our shareholders do not have preemptive rights to purchase newly issued 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.

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 or restrict 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. Turbulence in the capital and credit markets may cause many lenders and institutional investors to reduce or cease 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.

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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 the 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 the Bank to pay dividends or make other payments to us. As of the close of business on December 31, 2013, the Bank had an additional $20.8 million available to pay dividends to us without prior regulatory approval.

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.

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 Board, the FDIC, SEC, the Financial Industry Regulatory Authority (FINRA), and various state regulatory agencies. As such, we are 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 our executive officers and key personnel. Our future operating results also depend in significant part upon our 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.

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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.

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. Additionally, the banking regulators and applicable regulations may restrict our ability to engage in acquisitions under certain circumstances. 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 (GAAP).

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

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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, “Summary Of Significant Accounting Policies,” to the Consolidated Financial Statements, in our Annual Report on Form 10-K for the year ended December 31, 2013 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 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 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

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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.

Changes in tax laws could adversely affect our performance.

We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes. Changes to our taxes could have a material adverse effect on our results of operations. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products. In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested.

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 2009 FDIC-assisted 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 “Credit Risks“ in our Annual Report on Form 10-K for the year ended December 31, 2013 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.

Irwin Union Bank and certain of its subsidiaries, notably IHE, 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 the Bank from the FDIC as receiver for Irwin Union Bank, the Bank 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,

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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.

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, we 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 our ability to achieve the anticipated benefits of the transaction and could distract management from implementing its strategic plan.

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.

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 our acquisitions of Peoples and Irwin from the FDIC, the 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. The 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 the Bank must submit to the FDIC and on-site compliance visitations by the FDIC. If the Bank fails to fully comply with its obligations under the loss-sharing provisions of the Purchase and Assumption Agreements relating to the Bank’s acquisitions of Peoples and Irwin from the FDIC, we 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, we would be solely financially responsible for

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the losses sustained by such individual or pools of assets, which could have a material adverse impact on our financial acquisitions and results of operations.

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 collectibility 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.

Under the Purchase and Assumption Agreements, loss-share coverage for loans that are not single family residential loans will expire five years from the applicable acquisition date. Accordingly, loss-share coverage on such loans acquired from Peoples will expire on July 31, 2014, and will expire on September 18, 2014 with respect to such loans acquired from Irwin. Loss-share coverage for single family residential loans will expire ten years from each respective acquisition date.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

At December 31, 2013, the Company operates from 110 banking centers.  Our strategic operating markets are located within the three state regions of Ohio, Indiana, and Kentucky, where we operate 57 banking centers located in Ohio, as well as First Financial's executive office in Cincinnati, Ohio; 49 banking centers located in Indiana; and four 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.  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.

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 sought damages in excess of $8 million from Freedom. In March 2008, Freedom moved to compel arbitration of the claims asserted in the First California Action. Freedom asserted claims against IHE and Irwin Union Bank in the arbitration and sought, among other things, damages exceeding $8 million. Freedom also filed suit against First Financial’s former subsidiary, 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

23

the District of Delaware, Freedom Mortgage Corporation v. Irwin Financial Corporation et al. (the Delaware Action). 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.

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.

The foregoing litigation and arbitration proceedings, as between IHE and Freedom, were dismissed with prejudice on or about January 17, 2014 pursuant to a walkaway settlement agreement with no payments by either party.

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 are 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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Supplemental Item. Executive Officers of the Registrant.

Shown in the table below are the executive officers of First Financial Bancorp. 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	53	President & Chief Executive Officer
Anthony M. Stollings	59	Executive Vice President, Chief Financial Officer and Chief Administrative Officer
Kevin T. Langford	46	President, Consumer Banking President, Western Markets
C. Douglas Lefferson	49	President, Commercial Banking and Wealth Management President, Eastern Markets
Alisa E. Poe	52	Executive Vice President, Chief Talent Officer and Chief of Staff
Jill A. Stanton	51	President, Mortgage Banking
Holly M. Foster	36	Senior Vice President and Chief Risk Officer
John M. Gavigan	35	First Vice President and Controller

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 since October 1, 2004. Beginning August 23, 2005, Mr. Davis became the president, CEO, and chairman of the board of Bank. Prior to joining First Financial, he spent 17 years with Irwin Financial Corporation in various executive positions.

Anthony M. Stollings—Executive Vice President, Chief Financial Officer and Chief Administrative Officer since September 2013. Mr. Stollings served as EVP and Chief Financial Officer from January 2013 through September 2013. He had served as EVP and Chief Risk Officer from September 2011 until January 2013. Mr. Stollings joined First Financial in December 2006 as Senior Vice President, Chief Accounting Officer and Controller. 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.

Kevin T. Langford—President, Consumer Banking since September 2013; was also named President, Western Markets effective January 2014. Mr. Langford was Executive Vice President and Chief Administrative Officer from November 2010 until September 2013. 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.

C. Douglas Lefferson—President, Commercial Banking and Wealth Management since September 2013; was also named President, Eastern Markets effective January 2014; Executive Vice President and Chief Banking Officer (November 2010–September 2013); Executive Vice President and 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.

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Alisa E. Poe—Executive Vice President and Chief Talent Officer since April 2010; was also named Chief of Staff effective January 2014. 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. Ms. Poe has over 25 years of experience in the human resources profession.

Jill A. Stanton—President, Mortgage Banking since September 2013. Ms. Stanton was Executive Vice President and Co-Chief Retail Banking Officer from June 2010 until September 2013. She 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. Ms. Stanton has over 25 years of experience within the financial services industry.

Holly M. Foster—Senior Vice President and Chief Risk Officer. Ms. Foster served as Compliance Officer and Regulatory Risk Manager from 2006 until 2010. She was promoted to Director of Operational Risk in 2010, where she held that position until assuming her current position in 2013.

John M. Gavigan—First Vice President and Corporate Controller (Principal Accounting Officer). Mr. Gavigan joined First Financial in 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 in 2011. Prior to joining First Financial, Mr. Gavigan was most recently 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, 2013 with respect to our stock price and dividends, is incorporated herein by reference in response to this item.

As of February 21, 2014, our common stock was held by approximately 2,953 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, 2013, a total of 986,676 stock options and 456,032 shares of restricted stock were outstanding. Additional information about stock options, restricted stock and restricted stock units is included in Note 19 of the Notes to Consolidated Financial Statements in First Financial’s 2013 Annual Report 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 5 of the Notes to Consolidated Financial Statements of First Financial's 2013 Annual Report (included as Exhibit 13 of this report), 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, 2013 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	986,676	$	14.82	1,528,495
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), Amended and Restated 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) 25,647 are available for future issuance under the Director Plan and 1,502,848 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's 2013 Annual Report (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item.

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

Not applicable.

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(c) The following table shows the total number of shares repurchased in the fourth quarter of 2013.

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, 2013
Share repurchase program	5,000	$	15.72	5,000	3,994,100
Director Fee Stock Plan	3,309	15.04		NA	NA
Stock Plans	19,409	15.67		NA	NA
November 1 to November 30, 2013
Share repurchase program	100,000	$	15.88	100,000	3,894,100
Director Fee Stock Plan	0	0.00		NA	NA
Stock Plans	41,951	16.22		NA	NA
December 1 to December 31, 2013
Share repurchase program	104,745	$	16.91	104,745	3,789,355
Director Fee Stock Plan	0	0.00		NA	NA
Stock Plans	487,975	17.25		NA	NA
Total
Share repurchase program	209,745	$	16.39	209,745
Director Fee Stock Plan	3,309	$	15.04	NA
Stock Plans	549,335	$	17.11	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	1,210,645	None

Item 6.  Selected Financial Data.

The information contained in Table 1 of the Management’s Discussion and Analysis section of First Financial's 2013 Annual Report (included as Exhibit 13 of this report), 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 2013 Annual Report (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 19-Market Risk Disclosure of the Management’s Discussion and Analysis section in First Financial's 2013 Annual Report (included as Exhibit 13 of this report), 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 2013 Annual Report (included as Exhibit 13 of this report), 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 2013 Annual Report (included as Exhibit 13 of this report), 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 2013 Annual Report (included as Exhibit 13 of this report), 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 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 during the quarter ended December 31, 2013.

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 27, 2014, 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 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 the headings “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” in 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 the headings “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 20 of the Notes to Consolidated Financial Statements included in First Financial’s 2013 Annual Report (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.  Reference is also made to information appearing under the heading “Corporate Governance - Transactions with Related Parties” in First Financial’s Proxy Statement in response to this item.

Item 14.  Principal Accounting Fees and Services.

Information appearing under the heading “Independent Registered Public Accounting Firm Fees” in 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)	(1)	The consolidated financial statements (and report thereon) listed below are incorporated herein by reference from First Financial’s 2013 Annual Report (included as Exhibit 13 of this report) as noted:
		Reports of Independent Registered Public Accounting Firm - Incorporated by reference from First Financial’s 2013 Annual Report
		Consolidated Balance Sheets as of December 31, 2013 and 2012 - Incorporated by reference from First Financial’s 2013 Annual Report
		Consolidated Statements of Income for years ended December 31, 2013, 2012, and 2011 - Incorporated by reference from First Financial’s 2013 Annual Report
		Consolidated Statements of Comprehensive Income for years ended December 31, 2013, 2012, and 2011 - Incorporated by reference from First Financial’s 2013 Annual Report
		Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2013, 2012, and 2011 - Incorporated by reference from First Financial’s 2013 Annual Report
		Consolidated Statements of Cash Flows for years ended December 31, 2013, 2012, and 2011 - Incorporated by reference from First Financial’s 2013 Annual Report
		Notes to Consolidated Financial Statements - Incorporated by reference from First Financial’s 2013 Annual Report
	(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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(a)(3) Exhibits:

The documents listed below are filed/furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference as noted:

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)(File No. 000-12379).
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) (File No. 000-12379).
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) (File No. 000-12379).
2.4	Agreement and Plan of Merger between First Financial, First Financial Bank, National Association and The First Bexley Bank dated as of December 17, 2013 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2013 and incorporated herein by reference)(certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No. 001-34762)
2.5	Agreement and Plan of Merger between First Financial Bancorp., First Financial Bank, National Association, and Insight Bank, dated as of December 19, 2013 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2013 and incorporated herein by reference)(certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No. 001-34762)
3.1	Amended and Restated Articles of Incorporation of First Financial Bancorp. (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) (File No. 000-12379).
3.2	Certificate of Amendment by the Board of Directors to the Amended and Restated Articles of Incorporation of First Financial Bancorp. (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) (File No. 000-12379).
3.3	Certificate of Amendment by Shareholders to the Amended and Restated Articles of Incorporation of First Financial Bancorp. (filed as Exhibit 4.2 to the Form S-3 filed on January 21, 2009, and incorporated herein by reference( (File No. 333-156841).
3.4	Amended and Restated Regulations of First Financial Bancorp., 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) (File No. 000-12379).
3.5	Article Fifth of the Amended and Restated Articles of Incorporation of First Financial Bancorp. (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) (File No. 001-34762)
3.6	Amended Article II, Section 2.2 of the Regulations of First Financial Bancorp. (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) (File No. 001-34762)
4.1	Letter Agreement, dated as of December 23, 2008, between First Financial Bancorp. 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) (File No. 000-12379).
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) (File No. 000-12379).
4.3	No instruments defining the rights of holders of long-term debt of First Financial Bancorp. are filed herewith.  Pursuant to (b)(4)(iii) of Item 601 of Regulation S-K, First Financial Bancorp. 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)(File 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) (File No. 333-86781).*

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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) (File No. 000-12379).*
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) (File No. 000-12379).*
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) (File No. 000-12379).*
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) (File No. 000-12379).*
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) (File No. 000-12379).*
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) (File No. 000-12379).*
10.10	Amended and Restated Employment and Non-Competition Agreement between Claude E. Davis and First Financial Bancorp. dated December 30, 2011 (filed as Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 5, 2012 and incorporated herein by reference) (File No. 001-34762)*
10.11	Amended and Restated Employment and Non-Competition Agreement between C. Douglas Lefferson and First Financial Bancorp. dated December 31, 2010 (filed as Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 3, 2011 and incorporated herein by reference) (File No. 001-34762)*
10.12	Amended and Restated Employment and Non-Competition Agreement between J. Franklin Hall and First Financial Bancorp. dated January 1, 2011 (filed as Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 3, 2011 and incorporated herein by reference) (File No. 001-34762).*
10.13	Amended and Restated Employment and Non-Competition Agreement between Gregory A. Gehlmann and First Financial Bancorp. dated December 31, 2010 (filed as Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on January 3, 2011 and incorporated herein by reference) (File No. 001-34762).*
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) (File No. 000-12379).*
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) (File No. 000-12379).*
10.16	First Financial Bancorp. 2009 Employee Stock Plan (filed as Appendix A to the Definitive Proxy Statement filed on April 23, 2009 and incorporated herein by reference) (File No. 000-12379).*
10.17	First Financial Bancorp. Amended and Restated 2009 Non-Employee Director Stock Plan (filed as Appendix B to the Definitive Proxy Statement filed on April 13, 2012 and incorporated herein by reference) (File No. 001-34762).*
10.18	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) (File No. 000-12379).*
10.19	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) (File No. 000-12379).*
10.20	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) (File No. 000-12379).*
10.21	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) (File No. 000-12379).*
10.22	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) (File No. 001-34762).*
10.23	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) (File No. 001-34762)*
10.24	First Financial Bancorp. Short-Term Incentive Plan (filed as Appendix C to the Definitive Proxy Statement filed on April 19, 2011 and incorporated herein by reference) (File No. 001-34762).*
10.25	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) (File No. 001-34762).*

34

10.26	Terms of First Financial Bancorp. Short Term Incentive Plan (incorporated by reference to the Form 8-K filed on March 2, 2012) (File No. 001-34762)*
10.27	Terms of First Financial Bancorp. Short Term Incentive Plan (incorporated by reference to the Form 8-K filed on March 12, 2013) (File No. 001-34762)*
10.28	First Financial Bancorp. 2012 Stock Plan (filed as Appendix A to the Definitive Proxy Statement filed on April 13, 2012 and incorporated herein by reference) (File No. 001-34762).*
10.29	Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. 2012 Stock Plan (3-year vesting/accrual of dividends)(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)(File No. 001-34762)*
10.30	Agreement for Performance-Based Restricted Stock Awards under the First Financial Bancorp. 2012 Stock Plan between First Financial Bancorp. and Claude E. Davis (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)(File No. 001-34762)*
10.31	Employment and Non-Competition Agreement between First Financial Bancorp and Anthony M. Stollings, EVP - Chief Financial Officer and Chief Administrative Officer dated November 1, 2013 (filed as Exhibit 10.1 to the Form 8-K filed on November 5, 2013 and incorporated herein by reference) (File No. 001-34762)*
10.32	Severance and Change in Control Agreement between First Financial Bancorp. and Kevin T. Langford, President - Consumer Banking dated November 1, 2013 (filed as Exhibit 10.2 to the Form 8-K filed on November 5, 2013 and incorporated herein by reference) (File No. 001-34762)*
10.33	Consulting Agreement between First Financial Bancorp. and Gregory A. Gehlmann, EVP & General Counsel effective November 2, 2013. (filed as Exhibit 10.3 to the Form 8-K filed on November 5, 2013 and incorporated herein by reference) (File No. 001-34762)
10.34	Executive Supplemental Savings Agreement between First Financial Bancorp. and Claude E. Davis, President and Chief Executive Officer dated December 31, 2013 (filed as Exhibit 10.1 to the Form 8-K filed on January 7, 2014 and incorporated herein by reference) (File No. 001-34762)*
13	Registrant’s annual report to shareholders for the year ended December 31, 2013.
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) (File No. 001-34762).
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) (File No. 001-34762)
21	First Financial Bancorp. Subsidiaries.
23	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
101.1	Financial statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2013, 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 the payment of reproduction costs.

* 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.

35

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  2/25/2014

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, Chief Financial Officer and Chief Administrative Officer
Date	2/25/2014	Date	2/25/2014
/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	2/25/2014	Date	2/25/2014
/s/ J. Wickliffe Ach		/s/ David S. Barker
J. Wickliffe Ach, Director		David S. Barker, Director
Date	2/25/2014	Date	2/25/2014
/s/ Cynthia O. Booth		/s/ Donald M. Cisle
Cynthia O. Booth, Director		Donald M. Cisle, Director
Date	2/25/2014	Date	2/25/2014
/s/ Mark A. Collar		/s/ Corinne R. Finnerty
Mark A. Collar, Director		Corinne R. Finnerty, Director
Date	2/25/2014	Date	2/25/2014

36

/s/ Susan L. Knust		/s/ William J. Kramer
Susan L. Knust, Director		William J. Kramer, Director
Date	2/25/2014	Date	2/25/2014
/s/ Richard E. Olszewski		/s/ Maribeth S. Rahe
Richard E. Olszewski, Director		Maribeth S. Rahe, Director
Date	2/25/2014	Date	2/25/2014

37

EX-13

EXHIBIT 13

2013 Annual Report 1863 ➔ 2013 YEARS 150 Here. Now.

First Financial Bancorp

2013 Performance KEY FINANCIAL RESULTS AND TRENDS Return on Average Assets Return on Average Shareholders’ Equity 1.0% .8% .6% .4% .2% 0% 93 consecutive quarters of profitability Total uncovered loans of $3.5 billion, an increase of $326.6 million, or 10.3%, compared to December 31, 2012 Total nonperforming loans declined $23.2 million, or 30.6%, compared to December 31, 2012 10% 8% 6% 4% 2% 0% 16% 12% 8% 4% 0% Capital Ratios 9. 2 0 % 8. 56 % 14 .1 8 % 15 .8 8 % 12 .9 9 % 14 .6 1 % First Financial Tangible Common Equity Ratio First Financial Tier 1 Capital Ratio First Financial Total Capital Ratio KBW Regional Bank Index Components - Median Value 1. 0 4 % 0. 7 7 % 0 .9 7 % 8. 35 % 9 .3 2 % 6. 89 % For Full Year 2013 For Full Year 2013 Net Interest Margin Dividend Yield *Adjusted to exclude Pension Settlement Charges and FDIC Indemnification Impairment 4% 3% 2% 1% 0% 4% 3% 2% 1% 0% 3. 97 % 3. 58 % 3. 4 4 % 2 .1 6 % First Financial, as reported First Financial, as adjusted* KBW Regional Bank Index Components - Median Value At December 31, 2013For Full Year 2013

Here. Now. ALwAYS GRowING. 2013 was an eventful year for First Financial. We saw continued loan growth and positive momentum in our financial results, strategic priorities, brand awareness and geographic presence. It was a year of carrying our vision forward for the benefit of our clients, associates, shareholders and business partners. We’ve gained momentum from a wide variety of initiatives and the hard work that our associates do every day. Our market expansion into Columbus, Ohio and Fort Wayne, Indiana will provide many new opportunities to serve clients and grow our business. New products and investments in banking centers and technology are making it easier to meet client needs and serve them in more ways. The sales teams achieved significant progress in growing loan balances, which fuels our success. Achievement of our efficiency objectives, while difficult, happened thanks to the efforts of associates across the organization who found ways to work smarter and save money. Effective credit discipline and asset resolution activities led to meaningful improvement in asset quality metrics. Continued enhancement of our enterprise risk management program to further align activities with line of business strategies. It was also a year of reflection, celebration and remembering our roots. 2013 marked First Financial’s 150th anniversary. Since 1863 the bank has maintained a consistent mission and focus. It’s amazing how our heritage has prepared us to make strategic decisions here, now and for the future. It is true that our roots have given us strong wings. The story of First Financial and our ability to survive and thrive for fifteen decades is compelling and sets the stage for our continuing success. We hope you will take some time to read more about our story that begins on the back cover. It’s worth the read! This year First Financial reached a company milestone by celebrating its 150th anniversary

First Financial Bancorp 2013 Annual Report 1

*Excludes covered loans Commercial Banking First Financial offers the same sophisticated products as the larger regional banks, but our size allows us to make decisions at the local level and support our clients’ success. This high-quality service, delivered by experienced bankers, deepens client relationships and has helped us build a solid reputation in the communities we serve. Traditional commercial and industrial balances, including owner-occupied commercial real estate loans, increased $170.3 million, or 26.6 percent.* Specialty finance balances, comprised of asset-based lending and equipment finance, increased $81.3 million, or 73.3 percent. Franchise finance, a lender in the franchise restaurant segment, grew its balances $80.3 million, or 26.0 percent.* Average commercial deposit balances increased $70.8 million, or 9.3 percent. wealth Management During 2013, our wealth management group continued to refine and improve its investment management process. The team utilizes a holistic approach with the objective of growing, preserving and ultimately transferring our clients’ wealth with services delivered in a solutions-based, rather than a product-based, manner. Implementation of our flagship core strategic portfolios built to comprehensively address portfolio needs across the classic risk spectrum. Significant product and technology investments in our Retirement Plan Services business to assist employers in providing competitive retirement benefit packages. Total client assets under management and administration increased 6.7 percent. Total investment advisory, trust administration and retirement plan services revenues increased 2.6 percent. Capitalizing on our competitive advantages to BUILD STRoNGER

2 First Financial Bancorp 2013 Annual Report

Mortgage We re-entered the mortgage business in 2011 with the objective of building a model that delivers a consistent and sustainable revenue stream through a variety of interest rate and housing cycles. During 2013, we continued to strengthen our mortgage program with several initiatives designed to further grow our business and deliver a better experience to our clients. Increased originations of our First Simplified mortgage product which we retain on our balance sheet, contributing to residential mortgage balance growth of $34.7 million, or 10.9 percent. Received approval to service loans for Fannie Mae and Ginnie Mae, allowing us to retain increased fee revenue related to mortgages we originate and sell to these government agencies. Introduced a third party origination channel through which we purchase mortgages from mortgage brokers, smaller banks and credit unions. Continued to improve our online sales experience as more consumers prefer to conduct mortgage business through this channel. Consumer Banking Delivering a superior client experience coupled with leveraging our distinctive and growing brand was a key area of focus for our consumer banking line of business during 2013. To further differentiate the First brand of banking, grow our client base and increase client share-of-wallet, we continued to invest in our online and mobile capabilities as well as introduced innovative deposit products throughout the year. Usage of the mobile channel increased 111 percent, with approximately 12 percent of consumer banking clients now using our mobile app. Online banking users increased 19 percent and we are approaching one million monthly logins. A 19 percent increase in the adoption of eStatements, which provides clients faster access in an environmentally-friendly manner. Enhancements included Snap Deposit, which experienced an average monthly increase in utilization and deposits of more than 10 percent. 125 percent increase in the number of deposits made through our network of image-capable smart ATMs. Introduction of new deposit products such as our indexed money market account and Celebration CD commemorating the company’s 150th anniversary and offering incentives for additional transaction deposit accounts. RELATIoNSHIPS 111% increase in usage of mobile channel growth of $34.7 million in residential mortgage balance

First Financial Bancorp 2013 Annual Report 3

New market EXPANSIoN Growth, both organic and through acquisitions, is integral to the execution of our strategy and fulfillment of our mission. During 2013 and early 2014, we announced our entrance to two key strategic markets where we believe our business model presents strong prospects for future growth. New market EXPANSIoN Even with these growth initiatives, our capital levels remain strong, leaving First Financial well positioned to capitalize on future organic growth and acquisition opportunities that meet our strategic, operational and financial criteria. Columbus, Ohio In December 2013, we announced the signing of definitive merger agreements with The First Bexley Bank and Insight Bank, two well-established and successful banks serving businesses and consumers in their local communities and surrounding areas in Central Ohio. These acquisitions will immediately position First Financial as one of the larger community banks serving the growth-oriented Columbus market. Both institutions have found success using a client-centric business model similar to ours and have built strong and meaningful relationships with their clients. Their continued growth will be supported by our larger capital base and expanded product set to serve both commercial and consumer clients as well as the introduction of wealth management services to further enhance and grow client relationships. These transactions are subject to regulatory approval and are expected to close in the first half of 2014. Fort Wayne, Indiana In January 2014, we announced the hiring of well- known and high-performing commercial and residential mortgage teams serving the greater Fort Wayne area that will be responsible for establishing the First brand in this important Indiana market. With our strong presence throughout Indiana that includes 45 banking centers, Fort Wayne complements our existing Indiana-West Central Ohio network and provides meaningful opportunities for additional growth. As part of First Financial, these bankers will be able to leverage their current relationships to deliver expanded credit and deposit products to middle market, small business and residential mortgage clients. These teams are a great cultural fit for us with their community banking experience and passion for delivering the highest level of client service. During 2014, we expect to supplement the commercial and residential mortgage services in the market by adding our full line of consumer banking products for retail clients as we look to expand our presence in the Fort Wayne area. Traverse City Dayton Schererville Lafayette Indianapolis Edgewood Columbus Fort Wayne New locations marking our entrance to two key strategic markets: Columbus, OH & Fort Wayne, IN

4 First Financial Bancorp 2013 Annual Report

Introducing Focus. We remain client focused by putting our clients at the center of everything we do. True to our mission, we strive to put our clients at the center of everything we do. Our goal is to make a lasting impression in every interaction with every client. This lasting impression creates a legacy for our brand and differentiates us from our competitors. In 2013, we introduced Focus within the company. Focus defines our client-centric business model and provides all associates with a stronger framework for living our mission every day. Introducing Building a great team: This means hiring the right people who are committed to uniting associates across all markets, departments and lines of business to do what’s best for our client. Providing needs-based solutions: A client-centric sales approach that fully uncovers the basic financial needs of each client today and also uncovers their future aspirations. Doing the right thing: We exist because of our clients, so we should make decisions with all the facts, be fair and client-centered. Never losing a client: Each associate plays a role in creating a superior service experience for clients and being an ambassador for the company. Knowing our clients: This means developing a deep relationship with all of our clients so we can offer proactive solutions to help them be more successful. Making a difference: From our processes, programs, ongoing communications and continuing interactions with clients, associates are empowered to make a difference for our clients every day. 1 2 3 4 5 6

First Financial Bancorp 2013 Annual Report 5

Positioned for GRowTH 2013 was a year of significant change, transition and improvement for First Financial. Remaining relevant to our clients in a highly competitive industry is critical as we constantly strive to improve the client experience of banking with First Financial across all lines of business. To successfully fulfill our mission, we implemented organizational changes that better integrate our line of business strategies and the market-based approach in which our products and services are delivered by local decision makers responsible for the client experience in their markets. We made several key steps to position First Financial for continued growth. This includes our expansion into the Columbus, Ohio and Fort Wayne, Indiana markets, adding high-quality sales personnel across all lines of business and further investment in new products, services and technologies. We are well positioned to take advantage of our competitive strengths and remain focused on organic growth across all business lines and markets. Our strong capital base also provides the ability to capitalize on additional strategic opportunities to supplement this growth. Effective execution across all aspects of our business will be the key to our success. During 2013, we delivered on the execution of our efficiency plan which identified more than $17 million in annual cost savings and formed the basis of a culture dedicated to process improvement and more efficient client service. Through the unwavering commitment of our associates, we exceeded our original goal and realized 100 percent of the annual target in the year’s financial results with future annual savings expected to exceed $17 million. The culture of process improvement took hold as we identified an additional $5 million of savings beyond the original initiatives. As we enter 2014, we have made significant strides toward right-sizing our operating structure with a healthy balance between operating in a responsible, cost-effective manner while having the capacity to effectively handle future growth without compromising safety and soundness. As we reflect on our 150 year history and look towards the future, we want to thank our shareholders, associates and clients for their ongoing commitment to First Financial. Our success would not be possible without you and we look forward to a prosperous 2014. Here. Now. Always Growing. Strategic Priorities for 2014 Sustain our commitment to the collaborative and team-oriented culture and business model we are building that is focused on growth and client service. Maintain our organic growth momentum as well as continue to evaluate franchise-enhancing acquisition opportunities. Continued discipline in our operating efficiency and dedication to continual process improvements. Remain vigilant in our enterprise risk management processes, especially in light of increased regulations and threats, such as cyber fraud. Capitalize on 2013 accomplishments to deliver positive operating leverage and earnings growth. Claude E. Davis, President and CEO

6 First Financial Bancorp 2013 Annual Report

DirectorsandOfficers

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 PC	Chief Executive Officer
Partner,
Knapke Law Office,	Susan L. Knust	Matthew B. Burgess
	Managing Partner,	Executive Vice President and
J. Wickliffe Ach	K.P. Properties and	Chief Internal Auditor
President and	Omega Warehouse Services
Chief Executive Officer,		Kevin T. Langford
Hixson, Inc.	William J. Kramer	President, Consumer Banking
	Vice President of Operations,	President, Western Markets
David S. Barker	Valco Companies, Inc.
President and		C. Douglas Lefferson
Chief Executive Officer,	Richard E. Olszewski	President, Commercial Banking
SIHO Insurance Services	Owner/Operator	and Wealth Management
	7 Eleven Food Stores	President, Eastern Markets
Cynthia O. Booth
President and	Maribeth S. Rahe	Alisa E. Poe
Chief Executive Officer,	President and	Executive Vice President,
COBCO Enterprises	Chief Executive Officer,	Chief Talent Officer and
	Fort Washington Investment	Chief of Staff
Donald M. Cisle, Sr.	Advisors, Inc.
Managing Member,		Jill A. Stanton
The Cisle Co. LLC		President, Mortgage Banking
Mark A. Collar		Anthony M. Stollings
Retired Executive,		Executive Vice President,
Procter & Gamble Company		Chief Financial Officer and
		Chief Administrative Officer
Claude E. Davis
President and		Holly M. Foster
Chief Executive Officer,		Senior Vice President and
First Financial Bancorp;		Chief Risk Officer
Chairman of the Board
and Chief Executive Officer,		John M. Gavigan
First Financial Bank, N.A.		First Vice President and
		Corporate Controller

First Financial Bancorp 2013 Annual Report 7

FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)	2013			2012			% Change
Earnings
Net interest income	$	228,320		$	253,341		(9.9	)%
Net income	48,349			67,303			(28.2	)%
Per Share
Net income per common share-basic	$	0.84		$	1.16		(27.6	)%
Net income per common share-diluted	0.83			1.14			(27.2	)%
Cash dividends declared per common share	0.94			1.18			(20.3	)%
Tangible book value per common share (end of year)	10.10			10.47			(3.5	)%
Market price (end of year)	17.43			14.62			19.2	%
Balance Sheet - End of Year
Total assets	$	6,417,213		$	6,497,048		(1.2	)%
Deposits	4,837,507			4,955,840			(2.4	)%
Loans, including covered loans	3,963,514			3,927,180			0.9	%
Investment securities	1,798,300			1,874,343			(4.1	)%
Shareholders' equity	682,161			710,425			(4.0	)%
Ratios
Return on average assets	0.77		%	1.07		%
Return on average shareholders' equity	6.89		%	9.43		%
Return on average tangible shareholders' equity	8.05		%	11.01		%
Net interest margin	3.97		%	4.37		%
Net interest margin (fully tax equivalent)	4.01		%	4.39		%

8 First Financial Bancorp 2013 Annual Report

2013 Financial Information

First Financial Bancorp 2013 Annual Report 9

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 $6.4 billion bank holding company headquartered in Cincinnati, Ohio.  As of December 31, 2013, 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 110 banking centers and 137 ATMs. First Financial provides banking and financial services products through its four lines of business: commercial, consumer, wealth management and mortgage. The commercial, consumer and mortgage business lines provide credit-based products, deposit accounts, retail brokerage, corporate cash management support and other services to commercial and consumer clients.  First Financial Wealth Management provides wealth planning, portfolio management, trust and retirement plan services and had approximately $2.5 billion in assets under management as of December 31, 2013. Additionally, the Bank provides franchise lending products, primarily equipment, real estate and leasehold improvement financing, for select concepts and franchisees in the quick service and casual dining restaurant sector located throughout the United States.

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. In connection with these 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 amounts must be shared with the FDIC for an additional three year period, 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 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 AND BUSINESS COMBINATIONS

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 focusing plans for future growth and capital investments within its current metropolitan markets and evaluating other growth opportunities in metropolitan markets located within, or in close proximity to, the Company's current geographic footprint.  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.

On December 17, 2013, First Financial and First Financial Bank entered into a definitive merger agreement with The First Bexley Bank (First Bexley or Bexley). Founded in 2006 and conducting operations out of one full service branch location in Bexley, Ohio, First Bexley serves commercial and consumer clients throughout central Ohio. Under the merger agreement, First Financial will acquire Bexley in a cash and stock transaction in which Bexley will merge with and into First Financial Bank. Shareholders of First Bexley will receive $30.50 for each share of First Bexley common stock consisting of $24.40 in the Company’s common stock and $6.10 in cash, subject to certain adjustment depending upon changes in the price of the Company’s common stock. Including outstanding options on First Bexley common stock, the transaction is valued at approximately $44.5 million. As of September 30, 2013, First Bexley had total assets of $295.4 million, total deposits of $271.1 million, and total common shareholders’ equity of $22.7 million.

10 First Financial Bancorp 2013 Annual Report

On December 19, 2013, First Financial and First Financial Bank signed a definitive merger agreement with Insight Bank (Insight). Founded in 2006 and conducting operations out of one full service location in Worthington, Ohio, and a mortgage origination office in Newark, Ohio, Insight provides commercial and consumer banking services to clients throughout central Ohio. Under the merger agreement, First Financial will acquire Insight in a cash and stock transaction in which Insight will merge with and into First Financial Bank. Shareholders of Insight will receive $20.50 for each share of Insight common stock consisting of $16.40 in the Company’s common stock and $4.10 in cash, subject to certain adjustment depending upon changes in the price of the Company’s common stock. Including outstanding options on Insight common stock, the transaction is valued at approximately $36.6 million. As of September 30, 2013, Insight had total assets of $200.2 million, total deposits of $165.4 million, and total common shareholders’ equity of $20.1 million.

The Bexley and Insight transactions are subject to approval by both regulators and their respective shareholders, and are expected to close in the first half of 2014.

While the Bexley and Insight acquisitions will provide First Financial entrance into the Columbus, Ohio metropolitan market, First Financial also entered the Fort Wayne, Indiana market through the hiring of experienced and well-established commercial and residential mortgage lending teams in January of 2014. On a combined basis, these actions provide First Financial entrance into two new metropolitan markets that it believes have attractive demographics and future growth prospects.

Efficiency. 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 late in 2012, however the Company did not recognize net savings during 2012 as costs associated with implementing the efficiency plan offset initial savings. Based on 2013 operating performance, the Company surpassed its original realization goal and achieved 100% of its annual target of $17.1 million during the year.

All initiatives related to the original plan are fully implemented and annualized cost savings are expected to exceed the original target. Ultimately, the achievement of these cost savings will be contingent upon management's continued ability to maintain efficiency plans while managing external factors, such as regulatory changes and a dynamic business environment, without impacting client service levels throughout the Company.

As part of the on-going evaluation of its banking center network and the efficiency plans discussed above, First Financial consolidated 17 banking centers located in Ohio and Indiana in 2013. Additionally, during 2012, the Company 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. Customer relationships related to the consolidated banking centers were transferred to the nearest First Financial location where those customers continue to receive the same high level of service.

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

First Financial Bancorp 2013 Annual Report 11

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)	2013			2012			2011			2010			2009
Summary of operations
Interest income	$	245,208		$	280,930		$	308,817		$	343,502		$	233,228
Tax equivalent adjustment (1)	2,142			1,055			979			866			1,265
Interest income tax – equivalent (1)	247,350			281,985			309,796			344,368			234,493
Interest expense	16,888			27,589			44,921			67,992			57,245
Net interest income tax – equivalent(1)	$	230,462		$	254,396		$	264,875		$	276,376		$	177,248
Interest income	$	245,208		$	280,930		$	308,817		$	343,502		$	233,228
Interest expense	16,888			27,589			44,921			67,992			57,245
Net interest income	228,320			253,341			263,896			275,510			175,983
Provision for loan and lease losses – uncovered	8,714			19,117			19,210			33,564			56,084
Provision for loan and lease losses – covered	195			30,903			64,081			63,144			0
Noninterest income	73,647			122,421			142,531			146,831			404,715
Noninterest expenses	225,475			221,997			218,097			233,680			170,638
Income before income taxes	67,583			103,745			105,039			91,953			353,976
Income tax expense	19,234			36,442			38,300			32,702			132,639
Net income	48,349			67,303			66,739			59,251			221,337
Dividends on preferred stock	0			0			0			1,865			3,578
Income available to common shareholders	$	48,349		$	67,303		$	66,739		$	57,386		$	217,759
Per share data
Earnings per common share
Basic	$	0.84		$	1.16		$	1.16		$	1.01		$	4.84
Diluted	$	0.83		$	1.14		$	1.14		$	0.99		$	4.78
Cash dividends declared per common share	$	0.94		$	1.18		$	0.78		$	0.40		$	0.40
Average common shares outstanding–basic (in thousands)	57,270			57,877			57,692			56,969			45,029
Average common shares outstanding–diluted (in thousands)	58,073			58,869			58,693			57,993			45,557
Selected year-end balances
Total assets	$	6,417,213		$	6,497,048		$	6,671,511		$	6,250,225		$	6,657,593
Earning assets	5,840,849			5,961,727			6,110,934			5,741,683			5,964,853
Investment securities (2)	1,798,300			1,874,343			1,516,002			1,015,205			579,147
Loans, excluding covered loans	3,505,641			3,179,064			2,968,447			2,816,093			2,895,129
Covered loans	457,873			748,116			1,053,244			1,481,493			1,934,740
Total loans	3,963,514			3,927,180			4,021,691			4,297,586			4,829,869
FDIC indemnification asset	45,091			119,607			173,009			222,648			287,407
Interest-bearing demand deposits	1,125,723			1,160,815			1,317,339			1,111,877			1,060,383
Savings deposits	1,612,005			1,623,614			1,724,659			1,534,045			1,231,081
Time deposits	952,327			1,068,637			1,654,662			1,794,843			2,229,500
Noninterest-bearing demand deposits	1,147,452			1,102,774			946,180			705,484			829,676
Total deposits	4,837,507			4,955,840			5,642,840			5,146,249			5,350,640
Short-term borrowings	748,749			624,570			99,431			59,842			37,430
Long-term debt	60,780			75,202			76,544			128,880			404,716
Other long-term debt	0			0			0			20,620			20,620
Shareholders’ equity	682,161			710,425			712,221			697,394			649,958
Select Financial Ratios
Average loans to average deposits (3)	82.12		%	75.66		%	78.53		%	86.43		%	92.56		%
Net charge-offs to average loans, excluding covered loans	0.38		%	0.79		%	0.84		%	1.27		%	1.16		%
Average shareholders’ equity to average total assets	11.17		%	11.30		%	11.33		%	10.53		%	9.85		%
Average common shareholders’ equity to average total assets	11.17		%	11.30		%	11.33		%	10.35		%	8.20		%
Return on average assets	0.77		%	1.07		%	1.06		%	0.91		%	4.67		%
Return on average common equity	6.89		%	9.43		%	9.37		%	8.55		%	56.07		%
Return on average equity	6.89		%	9.43		%	9.37		%	8.68		%	47.44		%
Net interest margin	3.97		%	4.37		%	4.55		%	4.66		%	4.05		%
Net interest margin (tax equivalent basis) (1)	4.01		%	4.39		%	4.57		%	4.68		%	4.08		%
Dividend payout	111.90		%	101.72		%	67.24		%	39.60		%	8.26		%

⁽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.

12 First Financial Bancorp 2013 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 fees for financial services provided to clients. First Financial’s business results are 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 2013 declined 9.9% from 2012, compared to a 4.0% decrease in 2012 compared to 2011. The decline in 2013 was attributable to a 32.8% decrease in average covered loan balances and lower yields on the FDIC indemnification asset and uncovered loans, partially offset by a decline in the cost of interest bearing liabilities, during the year. The net interest margin was 3.97% for 2013 compared with 4.37% in 2012 and 4.55% in 2011.

Noninterest income declined $48.8 million during the year, from $122.4 million in 2012 to $73.6 million in 2013. The decline in noninterest income was primarily due to lower FDIC loss sharing income and income from the accelerated discount on covered loans that prepay 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 $3.5 million during the year, from $222.0 million in 2012 to $225.5 million in 2013. The increase was primarily due to a valuation adjustment to the FDIC indemnification asset and pension settlement charges incurred in 2013, partially offset by lower salaries and benefits, loss sharing expenses and losses on noncovered and covered OREO during the year.

Net income for the year ended December 31, 2013 was $48.3 million, resulting in basic earnings per share of $0.84, and $0.83 of earnings per diluted common share. This represented a 28.2% decrease in net income from $67.3 million in 2012. Basic and diluted earnings per share for the year ended December 31, 2012 were $1.16 and $1.14, respectively. First Financial’s return on average shareholders’ equity for 2013 was 6.89%, which compares to 9.43% for 2012. First Financial’s return on average assets for 2013 was 0.77%, which compares to a return on average assets of 1.07% for 2012.

Total loans increased $36.3 million from $3.9 billion at December 31, 2012 to $4.0 billion at December 31, 2013. Total uncovered loans increased $326.6 million, from $3.2 billion at December 31, 2012 to $3.5 billion at December 31, 2013 while total covered loans decreased $290.2 million, from $748.1 million at December 31, 2012 to $457.9 million at December 31, 2013.

First Financial experienced a $118.3 million or 2.4% decline in total deposits during 2013, from $5.0 billion at December 31, 2012 to $4.8 billion as of December 31, 2013, as a result of a continued focus on core deposit relationships and lowering the Company's funding costs. Noninterest bearing deposits increased by $44.7 million, while interest-bearing checking deposits decreased by $35.1 million, savings deposits decreased by $11.6 million and time deposits declined by $116.3 million during the period. The decline in deposits during 2013 was offset by a $124.2 million or 19.9% increase in lower cost, short-term borrowings from $624.6 million as of December 31, 2012 to $748.7 million as of December 31, 2013. The Company's total cost of funds declined to 0.31% in 2013 from 0.50% in 2012.

The uncovered allowance for loan and lease losses at December 31, 2013, was $43.8 million, or 1.25%, of uncovered loans compared to $47.8 million, or 1.50% of uncovered loans at December 31, 2012. The Company's credit quality performance improved moderately in 2012 and more notably in 2013, reflecting the continued recovery in the U.S. economy from the 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 2013 reflect 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.

First Financial Bancorp 2013 Annual Report 13

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

NET INCOME

2013 vs. 2012. First Financial’s net income decreased $19.0 million or 28.2% to $48.3 million in 2013, compared to net income of $67.3 million in 2012. The decrease was primarily related to declines in net interest income of $25.0 million, or 9.9%, and noninterest income of $48.8 million or 39.8%, partially offset by a $30.7 million, or 99.4% reduction in provision for loan and lease losses on covered loans, a $10.4 million, or 54.4% reduction in provision for loan and lease losses on uncovered loans and a $17.2 million, or 47.2% decrease in income tax expense. For more detail, refer to the Net interest income, Noninterest income and Noninterest expense sections that follow.

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.

NET INTEREST INCOME

First Financial’s net interest income for the years 2009 through 2013 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, plus fees for financial services provided to clients. 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 the volume of earning assets and interest-bearing liabilities have affected First Financial’s net interest income on a tax equivalent basis during the years presented. Nonaccrual loans and loans held for sale, were included in the daily average loan balances used to determine 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. First Financial's tax equivalent net interest margin was 4.01%, 4.39% and 4.57% for 2013, 2012 and 2011, respectively.

Loan fees included in the interest income computation for 2013, 2012 and 2011 were $6.7 million, $9.4 million and $5.6 million, respectively. The decrease in loan fees in 2013 was primarily due to lower prepayment fee income as a result of reduced levels of payoffs and loan refinancings. Loan fee income in 2012 included a $2.2 million fee related to the early payoff of a single commercial relationship.

2013 vs. 2012. Net interest income decreased $25.0 million or 9.9%, from $253.3 million in 2012 to $228.3 million in 2013, primarily due to lower yields on earning assets partially offset by a decline in the cost of interest-bearing liabilities during 2013. While average earning assets were relatively unchanged, the yield on earning assets declined 58 basis points from 4.84% in 2012 to 4.26% in 2013.

Interest income was $245.2 million in 2013, a $35.7 million or 12.7% decrease from 2012. The decline in interest income and the lower yield on earning assets in 2013 were primarily the result of a $290.2 million or 38.8% decrease in covered loans, which generally accrete a yield above market interest rates, as well as declines in the yields on uncovered loans and investment securities in 2013.

Interest expense was $16.9 million in 2013, a $10.7 million or 38.8% decrease from 2012. The total cost of funds declined 24 basis points to 0.38% in 2013 from 0.62% in 2012, primarily due to a 24 basis point decrease in the cost of interest-bearing deposits to 0.35% in 2013 from 0.59% in 2012. The lower cost of funds in 2013 was primarily a result of the lower interest rate environment as well as deposit pricing and rationalization strategies executed by the Company in recent years.

2012 vs. 2011. Net interest income decreased $10.6 million, or 4.0%, primarily due to lower yields on earning assets during 2012. Average earning assets declined $105.3 million, or 1.8%, during 2011. While average earning assets were relatively unchanged, the yield on earning assets declined 48 basis points from 5.32% in 2012 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

14 First Financial Bancorp 2013 Annual Report

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 34 basis points to 0.62% in 2012 from 0.96% in 2011, primarily due to a 32 basis point 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.

Table 2 • Volume/Rate Analysis - Tax Equivalent Basis (1)
	2013 change from 2012 due to									2012 change from 2011 due to
(Dollars in thousands)	Volume			Rate			Total			Volume			Rate			Total
Interest income
Loans (2)	$	13,894		$	(9,862	)	$	4,032		$	8,652		$	(9,715	)	$	(1,063	)
Covered loans and indemnification asset	(30,427		)	(7,200		)	(37,627		)	(37,357		)	2,251			(35,106		)
Investment securities (3)
Taxable	(1,270		)	(2,247		)	(3,517		)	11,873			(2,448		)	9,425
Tax-exempt	2,731			(170		)	2,561			470			(518		)	(48		)
Total investment securities interest (3)	1,461			(2,417		)	(956		)	12,343			(2,966		)	9,377
Interest-bearing deposits with other banks	(126		)	42			(84		)	(983		)	(36		)	(1,019		)
Total	(15,198		)	(19,437		)	(34,635		)	(17,345		)	(10,466		)	(27,811		)
Interest expense
Interest-bearing demand deposits	(92		)	42			(50		)	7			(1,455		)	(1,448		)
Savings deposits	(5		)	(191		)	(196		)	7			(3,807		)	(3,800		)
Time deposits	(3,602		)	(7,530		)	(11,132		)	(4,722		)	(6,186		)	(10,908		)
Short-term borrowings	780			135			915			135			(36		)	99
Long-term debt	(205		)	(33		)	(238		)	(811		)	(73		)	(884		)
Other long-term debt	N/M			N/M			N/M			(391		)	0			(391		)
Total	(3,124		)	(7,577		)	(10,701		)	(5,775		)	(11,557		)	(17,332		)
Net interest income	$	(12,074	)	$	(11,860	)	$	(23,934	)	$	(11,570	)	$	1,091		$	(10,479	)

⁽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.

N/M = Not meaningful.

NONINTEREST INCOME AND NONINTEREST EXPENSES

Noninterest income and noninterest expenses for 2013, 2012 and 2011 are shown in Table 3 – Noninterest Income and Noninterest Expenses.

NONINTEREST INCOME

2013 vs. 2012. Noninterest income decreased $48.8 million or 39.8% from $122.4 million in 2012 to $73.6 million in 2013 primarily related to lower FDIC loss sharing income, income from the accelerated discount on covered loans that prepay, gains on sales of securities and mortgages and other income. FDIC loss sharing income declined $31.6 million or 89.5% from 2012 to 2013 as a result of improvement in future expected cash flows on covered loans and declining losses on covered assets during the year. FDIC loss sharing income represents the proportionate share of credit losses on covered assets that First Financial expects to receive from the FDIC. Income from the accelerated discount on covered loans decreased $6.5 million or 47.6%, while other income declined $7.9 million or 39.7%. Accelerated discounts on covered loans that prepay result from the 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. Income from the sale of mortgages declined $1.4 million, or 31.1% due to lower mortgage demand as a result of rising interest rates during 2013. The decrease in other noninterest income was primarily related to a $5.0 million legal settlement received in 2012 as well as lower income from bank owned life insurance and client derivative fees in 2013.

First Financial Bancorp 2013 Annual Report 15

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

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. 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. 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.

Table 3 • Noninterest Income and Noninterest Expense
	2013					2012				2011
				% Change				% Change				% Change
				Increase				Increase				Increase
(Dollars in thousands)	Total			(Decrease)		Total		(Decrease)		Total		(Decrease)
Noninterest income
Service charges on deposit accounts	$	20,595		(2.9	)%	$	21,215	10.5	%	$	19,206	(13.4	)%
Trust and wealth management fees	14,319			2.6	%	13,951		(2.7	)%	14,340		3.4	%
Bankcard income	10,914			8.8	%	10,028		7.9	%	9,291		9.1	%
Net gains from sales of loans	3,150			(31.1	)%	4,570		7.3	%	4,258		(8.1	)%
FDIC loss sharing income	3,720			(89.5	)%	35,346		(41.9	)%	60,888		17.4	%
Accelerated discount on covered loans	7,153			(47.6	)%	13,662		(33.4	)%	20,521		(29.4	)%
Other	12,072			(39.7	)%	20,021		74.3	%	11,486		(31.4	)%
Subtotal	71,923			(39.5	)%	118,793		(15.1	)%	139,990		(4.7	)%
Gains on sales of investment securities	1,724			(52.5	)%	3,628		42.8	%	2,541		N/M
Total	$	73,647		(39.8	)%	$	122,421	(14.1	)%	$	142,531	(2.9	)%
Noninterest expenses
Salaries and employee benefits	$	101,402		(10.4	)%	$	113,154	5.8	%	$	106,914	(8.9	)%
Pension settlement charges	6,174			N/M		0		N/M		0		N/M
Net occupancy	21,207			2.5	%	20,682		(3.4	)%	21,410		(5.1	)%
Furniture and equipment	8,970			(2.4	)%	9,190		(7.6	)%	9,945		(3.4	)%
Data processing	10,229			15.8	%	8,837		54.6	%	5,716		10.9	%
Marketing	4,270			(23.1	)%	5,550		(4.2	)%	5,794		8.2	%
Communication	3,207			(5.9	)%	3,409		6.4	%	3,203		(18.0	)%
Professional services	6,876			(5.4	)%	7,269		(24.6	)%	9,636		5.1	%
State intangible tax	3,929			0.8	%	3,899		8.8	%	3,583		(26.0	)%
FDIC assessments	4,501			(3.9	)%	4,682		(17.5	)%	5,676		(31.7	)%
Loss-other real estate owned	1,250			(61.5	)%	3,250		(18.2	)%	3,971		241.4	%
Loss-covered other real estate owned	(1,219		)	(149.8	)%	2,446		(73.5	)%	9,224		907.0	%
Loss sharing expense	7,083			(34.0	)%	10,725		197.9	%	3,600		485.4	%
FDIC indemnification impairment	22,417			N/M		0		N/M		0		N/M
Other	25,179			(12.9	)%	28,904		(1.8	)%	29,425		(18.3	)%
Total	$	225,475		1.6	%	$	221,997	1.8	%	$	218,097	(6.7	)%

N/M = Not meaningful

NONINTEREST EXPENSES

16 First Financial Bancorp 2013 Annual Report

2013 vs. 2012. Noninterest expenses increased $3.5 million or 1.6% in 2013 compared to 2012, primarily due to a $22.4 million FDIC indemnification valuation adjustment and $6.2 million of pension settlement charges incurred during 2013 as well as a $1.4 million, or 15.8% increase in data processing expenses. These increases were partially offset by an $11.8 million, or 10.4% decrease in salaries and employee benefits, a $3.6 million, or 34.0% decline in loss sharing expenses, a $2.0 million, or 61.5% decline in losses on OREO, a $3.7 million, or 149.8% decrease in losses on covered OREO and a $3.7 million, or 12.9% decline in other noninterest expense during 2013. Excluding the FDIC indemnification valuation adjustment and pension settlement charges, noninterest expenses declined $25.1 million or 11.3% during 2013 primarily as a result of the Company's ongoing efficiency efforts.

The FDIC indemnification valuation adjustment was primarily a result of improvement in future expected cash flows on covered loans, a meaningful decline in loss claims filed with the FDIC, higher reimbursements to the FDIC related to positive asset resolutions in recent periods and the significantly shorter remaining life of the indemnification asset in comparison to the weighted average life of the related covered loans.

The accounting and valuation for the FDIC indemnification asset is closely related to the accounting and valuation for covered loans. Improvement in expected cash flows related to covered loans is driven primarily by their actual or estimated credit performance and is generally reflected in changes in the yield on the loans. There is an opposite effect on the FDIC indemnification asset and those changes in estimated credit performance are reflected by a change in its yield as well. The Company continues to amortize the FDIC indemnification asset over the remaining life of the loss sharing agreements, a significantly shorter period than the remaining life of the covered loans as required by the related accounting guidance, causing a meaningful increase in the negative yield of the FDIC indemnification asset in the fourth quarter of 2013.

Also contributing to the FDIC indemnification valuation adjustment was improvement in the expected credit performance of the commercial covered loan portfolio compared to earlier estimates as criticized and classified covered loan balances have declined substantially and actual credit losses to date have been lower than First Financial originally estimated. In addition to this improved credit outlook, the Company experienced both an increase in recoveries related to covered loans, 80% of which are required to be shared back to the FDIC, as well as a significant decline in loss sharing claims filed with the FDIC late in 2013.

Given these factors and the significant negative yield that would have been required to amortize the commercial portion of the FDIC indemnification asset to zero at its expiration date, management concluded during the fourth quarter of 2013 that the FDIC indemnification asset was impaired. As a result, the Company recorded a $22.4 million pre-tax non-cash valuation adjustment to reduce the value of the FDIC indemnification asset as of December 31, 2013.

During 2013, First Financial recognized $6.2 million of pension settlement charges as a result of the level of lump sum distributions from the Company's pension plan. Consistent with FASB ASC Topic 715, Compensation - Retirement Benefits, pension settlement charges are an acceleration of previously deferred costs that would have been recognized in future periods and are triggered when lump sum distributions exceed an annual accounting threshold for the plan. First Financial incurred these pension settlement charges as a result of employee-related changes, including staff retirements and reductions due to recent efficiency initiatives, and the resulting lump sum distributions from the plan. The annual threshold for recognizing lump-sum distributions as pension settlement charges reset on January 1, 2014.

The decrease in salaries and benefits during 2013 was primarily attributable to staffing reductions associated with ongoing efficiency initiatives. The increase in data processing expense in 2013 was the full year effect of various software and system implementations in 2012, including new internet and mobile banking platforms. The decline in noninterest expenses related to OREO and covered OREO reflect continued stabilization and improvement in real estate values in 2013.

The decrease in loss sharing expense relates primarily to lower collection costs incurred to resolve problem covered loans. 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 other noninterest expenses is primarily attributable to a $1.1 million, or 43.3% decline in amortization expense related to core deposit intangibles due to accelerated amortization in conjunction with branch consolidation activities in 2012, a $0.6 million pension administration expense during 2012 and a decline in the reserve for off-balance sheet commitments during 2013.

First Financial Bancorp 2013 Annual Report 17

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

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 banking platforms introduced late in 2012. The increase in loss sharing expense related primarily to collection costs incurred to resolve problem 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.

INCOME TAXES

First Financial’s tax expense in 2013 totaled $19.2 million compared to $36.4 million in 2012 and $38.3 million in 2011, resulting in effective tax rates of 28.5%, 35.1% and 36.5% in 2013, 2012 and 2011, respectively. The decrease in the effective tax rate in 2013 compared to 2012 was a result of state tax planning strategies implemented during 2013, including formation of a captive real estate investment trust, a favorable adjustment to deferred tax liabilities relating to a change in state tax laws, favorable tax reversals related to an intercompany tax obligation associated with an unconsolidated former Irwin subsidiary and higher income earned on tax exempt securities during the year. 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.  A normalized effective tax rate in future periods is estimated to be 34.0%.

Further information on income taxes is presented in Note 14 of the Notes to Consolidated Financial Statements.

LENDING PRACTICES

First Financial 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 business serves 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 the majority of losses incurred in accordance with the agreements.

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 are generally underwritten individually and secured with the assets of the Company and/or the personal guarantee of the business owners. Commercial loans also include asset based lending (ABL), as well as equipment and leasehold improvement financing for select concepts and franchisees in the quick service and casual dining restaurant sector. ABL transactions typically involve larger commercial clients and are secured by specific assets, such as inventory, accounts receivable, machinery and equipment. In the franchise lending space, First Financial focuses on a limited number of restaurant concepts that have sound economics, low closure rates and strong brand awareness within specified local, regional or national markets. 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.

While economic trends continued to improve during 2013, the slow and uneven pace of recovery remains a challenge. First Financial maintains vigorous underwriting processes to assess prospective commercial borrowers' credit worthiness prior to origination and actively monitors commercial relationships subsequent to funding in order to ensure adequate oversight of the portfolio.

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

18 First Financial Bancorp 2013 Annual Report

construction loans are underwritten by an independent credit team, managed by experienced lending officers and monitored through the construction phase by a centralized funding desk that manages loan disbursements.

First Financial actively monitors industry and portfolio-specific credit trends affecting the Company's construction real estate loan portfolio and continues to restrict real estate construction lending to select opportunities due to excess supply and declines in property values in recent years.

Commercial Real Estate – Commercial real estate loans consist of term loans secured by a mortgage lien on 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.

While the commercial real estate sector continues to experience residual stress as a result of elevated vacancy levels, lower rents and depressed property values in recent years, First Financial believes the sector is improving and that 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 factors in the Company's markets that influence real estate collateral values such as rental rates, occupancy trends and capitalization rates.

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, nature of the equipment, equipment resale values, 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 financing of a residence.

These loans generally have a 15 to 30 year term and a fixed interest rate, but may have a shorter term to maturity with an adjustable interest rate, 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. First Financial also offers a 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 Sheets.

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 in light of depressed residential property values in recent years.

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. First Financial's origination practices for home equity lending keep both the credit decision and the documentation under the control of First Financial associates. Home equity lending underwriting includes consideration of the borrowers' credit history as well as to debt-to-income and loan-to-value policy limits.

From an industry perspective, it is likely home equity lending will continue to experience stress as borrowers remain under pressure and property values, while improving, remain depressed in many areas. However, First Financial 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, 2013, approximately 95.0% and 83.7% of the Company's 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 Bancorp 2013 Annual Report 19

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

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 region originating the loan and/or the centralized line of business. First Financial has delegated to each market president and line of business manager a lending limit sufficient to handle the majority of client requests in a timely manner. Loan requests for amounts greater than those limits 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. First Financial's commercial risk ratings of pass, special mention, substandard and doubtful are derived from standard regulatory rating definitions and facilitate the monitoring of credit quality across the commercial loan portfolio. For further information regarding these risk ratings, see Note 9 in the Notes to the Consolidated Financial Statements.

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 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 across the consumer loan portfolio.

20 First Financial Bancorp 2013 Annual Report

LOANS, EXCLUDING COVERED LOANS

2013 vs. 2012. First Financial experienced strong loan demand in 2013 as a result of focused sales efforts across the portfolio, as well as success from the investments made in the lease financing and mortgage origination platforms in recent years. While the earnings impact of this loan demand remains muted due to the low interest rate environment, sales efforts across the loan product suite and investments in new and existing markets continue to position the Company for sustained success in generating future earning asset growth. Uncovered loans increased $326.6 million, or 10.3%, from $3.2 billion at December 31, 2012 to $3.5 billion at December 31, 2013, primarily due to growth in the commercial, commercial real estate, lease financing and residential real estate portfolios. Average loan balances increased $320.8 million, or 10.7%, from $3.0 billion at December 31, 2012 to $3.3 billion at December 31, 2013.

Period-end commercial, commercial real estate, real estate construction and lease financing balances increased $291.2 million or 12.1% from December 31, 2012 to December 31, 2013. The increase in the commercial portfolio consisted of a $174.6 million or 20.3% increase in commercial loans, an $80.0 million or 5.6% increase in commercial real estate loans and a $29.3 million, or 57.8% increase in lease financing balances as well as a modest increase in real estate construction loans. First Financial's consumer loan categories increased $35.4 million or 4.6% during 2013, primarily due to a $34.7 million or 10.9% increase in residential real estate loans during the year. This increase is primarily related to the full year impact of a new residential mortgage product introduced in 2012 as described above.

At December 31, 2013, commercial loans represent 29.5% of uncovered loans while commercial real estate, real estate construction and lease financing balances represent 42.7%, 2.3% and 2.3%, respectively. Residential real estate loans represent 10.1% of uncovered loan balances while home equity, installment and credit card loans represent 10.7%, 1.3% and 1.0%, respectively.

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

Table 4 • Loan Portfolio
	December 31,
(Dollars in thousands)	2013		2012		2011		2010		2009
Commercial	$	1,035,668	$	861,033	$	856,981	$	800,253	$	800,261
Real estate – construction	80,741		73,517		114,974		163,543		253,223
Real estate – commercial	1,496,987		1,417,008		1,233,067		1,139,931		1,079,628
Real estate – residential	352,931		318,210		287,980		269,173		321,047
Installment	47,133		56,810		67,543		69,711		82,989
Home equity	376,454		367,500		358,960		341,310		328,940
Credit card	35,592		34,198		31,631		29,563		29,027
Lease financing	80,135		50,788		17,311		2,609		14
Total loans, excluding covered loans	3,505,641		3,179,064		2,968,447		2,816,093		2,895,129
Covered loans	457,873		748,116		1,053,244		1,481,493		1,934,740
Total	$	3,963,514	$	3,927,180	$	4,021,691	$	4,297,586	$	4,829,869

Table 5 – Loan Maturity/Rate Sensitivity indicates the contractual maturity of commercial loans and real estate construction loans outstanding at December 31, 2013. Loans due after one year are classified according to their sensitivity to changes in interest rates.

For discussion of risks associated with the loan portfolio and First Financial's allowance for loan and lease losses, see the Credit Risk section included in Management’s Discussion and Analysis.

First Financial Bancorp 2013 Annual Report 21

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

Table 5 • Loan Maturity/Rate Sensitivity (Excluding Covered Loans)
	December 31, 2013
	Maturity
			After one
	Within		but within		After
(Dollars in thousands)	one year		five years		five years		Total
Commercial	$	402,448	$	461,886	$	171,334	$	1,035,668
Real estate – construction	40,269		35,543		4,929		80,741
Total	$	442,717	$	497,429	$	176,263	$	1,116,409
			Sensitivity to changes in interest rates
			Predetermined		Variable
(Dollars in thousands)			rate		rate		Total
Due after one year but within five years			$	323,929	$	173,500	$	497,429
Due after five years			89,410		86,853		176,263
Total			$	413,339	$	260,353	$	673,692

COVERED LOANS

Acquired loans subject to loss sharing agreements whereby the FDIC reimburses First Financial for the majority of any losses incurred are referred to as covered loans. These agreements provide for partial 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 amounts must be shared with the FDIC for an additional three year period, again on the same pro-rata basis. The five year period of loss protection will expire for the majority of First Financial's covered commercial loans and covered OREO during the third quarter of 2014. The ten year period of loss protection on all other covered loans and covered OREO will expire during the third quarter of 2019.

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.

The expiration of loss sharing protection will result in a reclassification of loan balances in the Consolidated Balance Sheets from covered loans to uncovered loans, but will not have an effect on the accounting for these loans.

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. For discussion of risks associated with the covered loan portfolio and First Financial's allowance for losses on covered loans, see the Credit Risk section included in Management’s Discussion and Analysis.

2013 vs. 2012. Total covered loans decreased $290.2 million, or 38.8%, from $748.1 million at December 31, 2012 to $457.9 million at December 31, 2013. The decline in the covered loan portfolio is to be expected as there were no new acquisitions of loans subject to loss sharing agreements during 2013. The covered loan portfolio will continue to decline through payoffs, charge-offs and termination or expiration of loss sharing coverage, unless First Financial acquires additional loans subject to loss sharing agreements in the future.

22 First Financial Bancorp 2013 Annual Report

Table 6 • Covered Loan Portfolio
	December 31,
(Dollars in thousands)	2013		2012		2011		2010		2009
Commercial	$	42,316	$	102,126	$	195,892	$	334,039	$	506,887
Real estate – construction	8,556		10,631		17,120		42,743		97,560
Real estate – commercial	268,633		465,555		637,044		855,725		1,008,104
Real estate – residential	80,733		100,694		121,117		147,052		206,371
Installment	5,641		8,674		13,176		21,071		8,235
Home equity	49,624		57,458		64,978		73,695		87,933
Other covered loans	2,370		2,978		3,917		7,168		19,650
Total covered loans	$	457,873	$	748,116	$	1,053,244	$	1,481,493	$	1,934,740

Table 7 • Covered Loan Maturity
	December 31, 2013
	Maturity
			After one
	Within		but within		After
(Dollars in thousands)	one year		five years		five years		Total
Commercial	$	16,814	$	24,007	$	1,495	$	42,316
Real estate – construction	7,164		664		728		8,556
Total	$	23,978	$	24,671	$	2,223	$	50,872

	Sensitivity to changes in interest rates
	Predetermined		Variable
(Dollars in thousands)	rate		rate		Total
Due after one year but within five years	$	20,667	$	4,004	$	24,671
Due after five years	333		1,890		2,223
Total	$	21,000	$	5,894	$	26,894

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 assets in tables 8 and 15.

Nonperforming assets consist of nonaccrual loans, accruing troubled debt restructurings (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 classified as nonaccrual. Classified assets include nonperforming assets plus performing loans internally rated substandard or worse.

Loans are classified as TDRs when the borrowers are experiencing financial difficulties and management grants concessions to the borrowers 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 acquired by First Financial primarily through loan defaults by borrowers.

See Table 8 – Nonperforming Assets (Excluding Covered Assets) for a summary of First Financial’s nonaccrual loans, TDRs and OREO.

First Financial Bancorp 2013 Annual Report 23

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

2013 vs. 2012. Total nonperforming assets decreased $15.9 million to $72.5 million at December 31, 2013 from $88.4 million at December 31, 2012, primarily due to a $27.4 million decline in nonaccrual loan balances offset by a $4.2 million increase in accruing TDRs and a $7.3 million increase in OREO.

The decline in nonaccrual loan balances during 2013 relates to resolution strategies, including collections, write-downs, transfers to OREO, charge-offs and reclassifications back to accrual status when appropriate. The increase in accruing TDRs during 2013 was driven primarily by renewals and term extensions of loans in various stages of resolution.The increase in OREO during 2013 was the result of $13.0 million of additions during the year, including $7.3 million related to a single commercial property, partially offset by the resolution and sale of $4.3 million of commercial and residential real estate property and $1.4 million of valuation write-downs.

The level of First Financial's nonperforming loans as a percentage of total loans declined to 1.50% at December 31, 2013 from 2.39% at December 31, 2012 as a result of both the decline in nonperforming loans as well as growth in the loan portfolio during 2013. Additionally, the Company continued to experience declines in classified asset balances throughout 2013, decreasing $18.5 million, or 14.4%, to $110.5 million at December 31, 2013 from $129.0 million at December 31, 2012.

The declines in nonperforming loans, nonperforming assets and classified assets during 2013 reflect the Company's successful resolution efforts as well as modest but steady improvement in economic conditions in the markets in which First Financial operates. While the recovery in the U.S. economy has been slow and, at times, uneven across different industries and markets, management remains optimistic that gradual improvements in the employment outlook and real estate markets, as well as higher levels of business and consumer confidence, will contribute to continued improvement in credit quality trends in future periods.

Table 8 • Nonperforming Assets (Excluding Covered Assets)
	December 31,
(Dollars in thousands)	2013			2012				2011				2010			2009
Nonaccrual loans (1)	$	37,605			$	65,041			72,370			$	76,407		$	77,103
Accruing troubled debt restructurings	15,094				10,856				4,009			3,508			679
Other real estate owned (OREO)	19,806				12,526				11,317			17,907			4,145
Total nonperforming assets	$	72,505			$	88,423			$	87,696		$	97,822		$	81,927
Nonperforming assets as a percent of total loans plus OREO	2.06		%		2.77		%		2.94		%	3.45		%	2.83		%
Accruing loans past due 90 days or more	$	218			$	212			$	191		$	370		$	417
Classified assets	$	110,509			$	129,040			$	162,372		$	202,140		$	163,451

(1) Nonaccrual loans include nonaccrual TDRs of $13.0 million, $14.1 million, $18.1 million, $14.1 million and $5.4 million as of December 31, 2013, 2012, 2011, 2010 and 2009, respectively.

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.

2013 vs. 2012. First Financial had $3.8 million of covered nonaccrual loans, excluding loans accounted for under FASB ASC Topic 310-30, and $27.1 million of covered OREO at December 31, 2013. 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. Classified covered loan balances declined $134.7 million, or 58.2% to $97.0 million at December 31, 2013 from $231.7 million at December 31, 2012. The decline in classified covered loan balances during 2013 reflects the Company's continued progress in bringing troubled covered loans to resolution.

24 First Financial Bancorp 2013 Annual Report

Table 9 • Nonperforming Assets (Covered Assets)
	December 31,
(Dollars in thousands)	2013		2012		2011		2010		2009
Nonaccrual loans	$	3,787	$	11,722	$	11,160	$	19,755	$	16,415
Accruing trouble debt restructuring	335		0		0		0		0
Other real estate owned (OREO)	27,120		28,862		44,818		35,257		12,916
Total nonperforming assets	$	31,242	$	40,584	$	55,978	$	55,012	$	29,331
Accruing loans past due 90 days or more	$	0	$	31	$	107	$	9	$	1

(1) Nonaccrual loans include nonaccrual TDRs of $0.9 million as of December 31, 2013 and none as of December 31, 2012, 2011, and 2010.

INVESTMENTS

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 investments in Federal Reserve Bank and Federal Home Loan Bank (FHLB) stock.

Gains and losses on debt securities are generally due to fluctuations in 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, 2013 and 2012.

2013 vs. 2012. First Financial’s investment portfolio at December 31, 2013 totaled $1.8 billion, a $76.0 million, or 4.1%, decrease from $1.9 billion at December 31, 2012. The decline in the investment portfolio during 2013 was primarily related to normal amortization on securities during the year.

At December 31, 2013 and 2012, First Financial classified $913.6 million or 52.2% of investment securities and $1.0 billion or 57.2% of investment securities, respectively, as available-for-sale. At December 31, 2013 and 2012, First Financial classified $837.3 million or 47.8% of investment securities and $770.8 million or 42.8% of investment securities, respectively, as held-to-maturity.

First Financial's investment portfolio included a net unrealized pre-tax loss of $43.7 million at December 31, 2013, representing the difference between the estimated fair value and the amortized cost of securities in the portfolio. This compares with a net unrealized pre-tax gain of $22.7 million at December 31, 2012. The carrying value of First Financial’s held-to-maturity investment securities portfolio exceeded the fair value by $12.3 million at December 31, 2013, while the fair value exceeded the carrying value by $7.7 million at December 31, 2012. The decline in value of the Company's investment portfolio at December 31, 2013 is primarily due to the impact from rising interest rates and the effect on securities prices during 2013.

The investment portfolio represented 28.0% and 28.8% of total assets at December 31, 2013 and December 31, 2012, respectively. Investments in MBSs, including Collateralized Mortgage Obligations (CMOs), represented 81.7% and 89.2% of the investment portfolio at December 31, 2013 and 2012, respectively. MBSs are 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

First Financial Bancorp 2013 Annual Report 25

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

affecting yields to maturity and market values. 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 1.6% and 2.0% of the investment portfolio at December 31, 2013 and 2012, respectively.

Asset-backed securities were $113.6 million or 6.5% of the investment portfolio at December 31, 2013 and $57.1 million, or 3.2% of the investment portfolio at December 31, 2012. First Financial considers these investment securities to have lower credit risk and a high liquidity profile as a result of explicit guarantees on the collateral.

Tax-exempt securities of states, municipalities and other political subdivisions increased to $56.1 million as of December 31, 2013 from $45.4 million as of December 31, 2012 and comprised 3.2% and 2.5% of the investment portfolio at December 31, 2013 and 2012, respectively. The securities are diversified to include states and issuing authorities within states, thereby decreasing geographic portfolio risk. First Financial continues to monitor the risk associated with this sector and reviews the underlying ratings for possible downgrades. First Financial does not own any currently impaired state or other political subdivision securities.

Other securities, consisting primarily of taxable securities of states, municipalities and other political subdivisions and debt securities issued by corporations, increased to $122.5 million or 7.0% of the investment portfolio at December 31, 2013 from $55.9 million or 3.1% at December 31, 2012.

Table 10 • Investment Securities as of December 31
	2013				2012
			Percent of				Percent of
(Dollars in thousands)	Amount		Portfolio		Amount		Portfolio
U.S. Treasuries	$	90	0.0	%	$	0	0.0	%
Securities of U.S. Government agencies and corporations	28,557		1.6	%	36,407		2.0	%
Mortgage-backed securities	1,430,071		81.7	%	1,608,120		89.2	%
Obligations of state and other political subdivisions	56,111		3.2	%	45,350		2.5	%
Asset-backed securities	113,594		6.5	%	57,089		3.2	%
Other securities	122,450		7.0	%	55,885		3.1	%
Total	$	1,750,873	100.0	%	$	1,802,851	100.0	%

The estimated maturities and weighted-average yields of the held-to-maturity and available-for-sale investment securities are shown in Table 11 – Investment Securities as of December 31, 2013. Tax-equivalent adjustments, using a 35.0% rate, were included in calculating yields on tax-exempt obligations of state and other political subdivisions.

First Financial held cash on deposit with the Federal Reserve of $25.8 million and $24.3 million at December 31, 2013 and 2012, respectively. First Financial continually monitors its liquidity position as part of its enterprise risk management framework, specifically through its asset/liability management process.

First Financial will continue to monitor loan and deposit demand, as well as balance sheet and capital sensitivity, as it manages investment strategies in future periods. See Note 8 in the Notes to Consolidated Financial Statements for additional information on First Financial's investment portfolio and Note 21 for additional information on how First Financial determines the fair value of investment securities.

26 First Financial Bancorp 2013 Annual Report

Table 11 • Investment Securities As Of December 31, 2013
	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	%	$	18,981	2.78	%	$	0	0.00	%
Mortgage-backed securities	0		0.00	%	375,076		2.43	%	282,544		2.76	%	117,405		2.87	%
Obligations of state and other political subdivisions	216		4.48	%	3,856		3.22	%	20,930		3.26	%	786		4.99	%
Other securities	0		0.00	%	0		0.00	%	0		0.00	%	17,478		4.28	%
Total	$	216	4.48	%	$	378,932	2.43	%	$	322,455	2.79	%	$	135,669	3.07	%
Available-for-Sale
U.S. Treasuries	$	0	0.00	%	$	0	0.00	%	$	90	2.00	%	$	0	0.00	%
Securities of other U.S. government agencies and corporations	4		6.35	%	0		0.00	%	9,572		2.69	%	0		0.00	%
Mortgage-backed securities	4,641		3.35	%	248,250		2.50	%	201,098		1.58	%	201,057		1.95	%
Obligations of state and other political subdivisions	2,382		4.93	%	5,162		2.25	%	5,610		2.81	%	17,169		2.51	%
Asset-backed securities	0		0.00	%	7,021		1.34	%	70,360		1.13	%	36,213		1.75	%
Other securities	0		0.00	%	16,317		3.52	%	16,747		1.90	%	71,908		2.86	%
Total	$	7,027	3.90	%	$	276,750	2.53	%	$	303,477	1.56	%	$	326,347	2.16	%

⁽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.

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 achieve the Company's desired interest rate risk profile. These interest rate swaps generally involve the receipt by First Financial of floating rate amounts from the swap counterparties in exchange for payments to these counterparties by First Financial of fixed rate amounts received from borrowers. This results in First Financial's loan customers receiving fixed rate funding while providing First Financial with a floating rate asset.

Additionally, as the Company's deposit base continues to shift away from fixed-rate time deposits toward market-priced or indexed deposit products, First Financial has executed interest rate swaps to manage interest rate volatility on indexed floating rate deposits. These interest rate swaps, totaling $100.0 million as of December 31, 2013 and $35.0 million as of December 31, 2012, involve the receipt by First Financial of variable-rate interest payments in exchange for fixed-rate interest payments by First Financial for approximately 6 years. As a result, First Financial has secured fixed rate funding associated with these swaps at a weighted average cost of funds of 1.45% for the duration of these interest rate swaps. Additionally, in a rising interest rate environment, the market value of these interest rate swaps increases, resulting in an increase in Other Comprehensive Income.

See Note 7 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.

First Financial Bancorp 2013 Annual Report 27

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

2013 vs. 2012. First Financial experienced a $118.3 million, or 2.4% decline in total deposits from $5.0 billion at December 31, 2012 to $4.8 billion as of December 31, 2013. Noninterest bearing deposits increased $44.7 million, while interest-bearing checking deposits decreased $35.1 million, savings deposits decreased $11.6 million and time deposits declined $116.3 million during the period. The decline in total deposits during 2013 was a result of the Company's continued focus on improving core relationship profitability and reducing non-core relationship deposits as well as the Company's banking center consolidations during 2012 and 2013. The increase in noninterest bearing deposit balances in 2013 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 to support the earning asset base.

Total average deposits for 2013 declined $387.7 million, or 7.5%, from 2012 as the strategic initiatives outlined above were executed. Average time deposits decreased $355.9 million, or 26.5%, while average transaction and savings deposits decreased $31.8 million, or 0.8%.

First Financial implemented certain core deposit growth initiatives during 2013, including the introduction of a prime rate indexed money market account and promotional deposit products rewarding expanded customer relationships. These efforts resulted in non-time deposits increasing to 80.3% of total deposits at December 31, 2013 from 78.4% at December 31, 2012. The Company also continues to actively manage its funding base, extending the duration of the deposit portfolio to a weighted average life of 1.9 years as of December 31, 2013, compared to 1.3 years as of December 31, 2012.

Table 12 – Maturities of Time Deposits Greater Than or Equal to $100,000 shows the contractual maturity of these deposits that were outstanding at December 31, 2013, representing 6.8% of total deposits.

Table 12 • Maturities Of Time Deposits Greater Than Or Equal To $100,000
	December 31, 2013
(Dollars in thousands)	Certificates of Deposit		IRAs		Brokered CDs		Total
Maturing in
3 months or less	$	42,205	$	2,602	$	0	$	44,807
3 months to 6 months	41,537		2,547		2,200		46,284
6 months to 12 months	51,251		5,337		3,769		60,357
over 12 months	134,549		40,956		4,222		179,727
Total	$	269,542	$	51,442	$	10,191	$	331,175

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.

2013 vs. 2012. Short-term borrowings increased to $748.7 million at December 31, 2013, from $624.6 million at December 31, 2012. Short-term borrowings with the FHLB, which are utilized to manage normal liquidity needs, increased primarily as a result of the deposit strategies outlined above and efforts to manage the Company's funding costs. First Financial continued to replace higher-cost time deposits and brokered deposits with lower-cost transaction deposits and short-term borrowings during 2013.

First Financial utilizes short-term borrowings and longer-term advances from the FHLB as wholesale funding sources. First Financial had $654.0 million of short-term borrowings from the FHLB at December 31, 2013 as compared with $502.0 million at December 31, 2012.

Long-term debt decreased $14.4 million, or 19.2%, to $60.8 million at December 31, 2013, from $75.2 million at December 31, 2012 primarily due to the maturity of a single agreement during the year. Total long-term borrowings from the FHLB were $7.5 million and $9.4 million at December 31, 2013 and 2012, respectively.

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

28 First Financial Bancorp 2013 Annual Report

Financial utilizes a blanket collateral agreement with the FHLB and had collateral pledged with a book value of $3.0 billion at December 31, 2013.

See Note 13 of the Notes to Consolidated Financial Statements for additional information on First Financial's borrowings.

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, share repurchases, operating expenses 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.

As discussed in the Borrowings section above, First Financial also utilizes its short-term line of credit and longer-term advances from the FHLB as funding sources. First Financial had a remaining borrowing capacity from the FHLB of $420.4 million at December 31, 2013.

First Financial's 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 $913.6 million at December 31, 2013. 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, 2013, in addition to liquidity on hand of $143.5 million, First Financial had unused and available overnight wholesale funding sources of approximately $1.9 billion, or approximately 30.2% 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 $58.7 million, $73.8 million and $48.7 million for the years 2013, 2012 and 2011, respectively. As of December 31, 2013, First Financial’s subsidiaries had retained earnings of $346.0 million of which $20.8 million was available for distribution to First Financial without prior regulatory approval. Additionally, First Financial had $88.4 million in cash as of December 31, 2013, which is approximately two times the Company’s annual regular shareholder dividend (currently $0.60 per share) and operating expenses.

First Financial repurchased 750,145 shares of the Company's common stock for $11.8 million during 2013 under a previously announced share repurchase plan and 460,500 shares for $6.8 million under this same plan during 2012. First Financial had no common stock repurchase activity under publicly announced plans in 2011.

Capital expenditures, such as banking center expansion, remodeling and technology investments, were $7.3 million for 2013, $25.5 million for 2012 and $23.5 million for 2011. Remodeling is a planned and ongoing process given First Financial’s 110 banking centers. Material commitments for capital expenditures as of December 31, 2013, were $12.9 million. Management believes that sufficient liquidity exists to fund its future capital expenditure commitments.

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.

First Financial Bancorp 2013 Annual Report 29

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

Table 13 • Contractual Obligations as of December 31, 2013
(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	$	1,837	$	3,139	$	2,440	$	682	$	8,098
National Market Repurchase Agreement	28,967		25,683		0		0		54,650
Capital loan with municipality	0		0		0		775		775
Operating lease obligations	7,527		12,838		8,779		18,840		47,984
Total	$	38,331	$	41,660	$	11,219	$	20,297	$	111,507

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, 2013, First Financial met all capital adequacy requirements to which it was subject. At December 31, 2013 and December 31, 2012, 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 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, that are recorded within accumulated other comprehensive income (loss), intangible assets and any valuation related to mortgage servicing rights. Total risk-based capital consists of Tier 1 capital plus the qualifying allowance for loan and lease losses and gross unrealized gains on investment 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, 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 shift in risk weighted assets during 2013 primarily as a result of declines in lower risk weighted covered assets offset by increases in uncovered loans. Further, the Company's Tier I capital ratio was also negatively impacted by the declines in shareholders' equity resulting from the variable dividend payout and share repurchase activity during 2013 as discussed in the "Shareholder Dividends" and "Share Repurchases" sections that follow.

For further detail on First Financial's capital ratios at December 31, 2013, see Note 16 of the Notes to Consolidated Financial Statements.

In July 2013, the Board of Governors of the Federal Reserve System approved a final rule implementing changes intended to strengthen the regulatory capital framework for all banking organizations (Basel III).  The final rule includes transition periods to ease the potential burden, with community banks such as First Financial subject to the final rule beginning January 1, 2015.  Among other things, Basel III includes new minimum risk-based and leverage capital requirements for all banks.  The rule includes a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a new capital conservation buffer of 2.5% of risk-weighted assets that will be phased-in over a transition period ending December 31, 2018.  Further, the minimum ratio of tier 1 capital to risk-weighted assets is increased from 4.0% to 6.0% and all banks are now subject to a 4.0% minimum leverage ratio.  The required total risk-based capital ratio will not change.  

Failure to maintain the required common equity tier 1 capital conservation buffer will result in potential restrictions on a bank’s ability to pay dividends, repurchase stock and/or pay discretionary compensation to its employees.  The Basel III requirements

30 First Financial Bancorp 2013 Annual Report

also provide strict eligibility criteria for regulatory capital instruments and change the method for calculating risk-weighted assets in an effort to better identify riskier assets requiring higher capital allocations.

While First Financial continues to evaluate this final rule and its potential impact, management expects that the Company will continue to exceed all regulatory capital requirements under Basel III.

Table 14 • Capital Adequacy
		December 31,
(Dollars in thousands)		2013			2012
Consolidated capital calculations
	Common stock	$	577,076		$	579,293
	Retained earnings	324,192			330,004
	Accumulated other comprehensive loss	(31,281		)	(18,677		)
	Treasury stock, at cost	(187,826		)	(180,195		)
Total shareholders' equity		682,161			710,425
	Goodwill	(95,050		)	(95,050		)
	Other intangibles	(5,924		)	(7,648		)
Total tangible equity		$	581,187		$	607,727
	Total assets	$	6,417,213		$	6,497,048
	Goodwill	(95,050		)	(95,050		)
	Other intangibles	(5,924		)	(7,648		)
Total tangible assets		$	6,316,239		$	6,394,350
Tier 1 capital		$	624,850		$	637,176
Total capital		$	679,074		$	686,961
Total risk-weighted assets		$	4,276,152		$	3,904,096
Average assets (1)		$	6,177,644		$	6,219,035
Regulatory capital
	Tier 1 ratio	14.61		%	16.32		%
	Total capital ratio	15.88		%	17.60		%
	Leverage ratio	10.11		%	10.25		%
Other capital ratios
	Total shareholders' equity to ending assets	10.63		%	10.93		%
	Total tangible shareholders' equity to ending tangible assets	9.20		%	9.50		%
(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, and expires on April 28, 2014.

Shareholder Dividends. First Financial’s dividend payout ratio, or total dividends paid divided by net income available to common shareholders, was 111.90%, 101.72% and 67.24% for the years 2013, 2012 and 2011, 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.

During 2013, First Financial's board of directors authorized a 100% dividend payout ratio consisting of two parts: a regular dividend of $0.15 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. Subsequent to the dividend paid on October 1, 2013 to shareholders of record as

First Financial Bancorp 2013 Annual Report 31

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

of August 30, 2013, First Financial resumed paying only a regular quarterly cash dividend to common shareholders of $0.15 per common share.

In April 2012, First Financial increased the regular quarterly cash dividend to common shareholders to $0.15 per common share. Further, the Company announced that future dividend payments were expected to consist of the higher regular dividend and continuation of the previously announced variable dividend through the end of 2013 unless the Company's capital position materially changed or capital deployment opportunities arose.

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 January 2014, First Financial's board of directors suspended further share repurchase activity under the 2012 share repurchase plan discussed below in connection with the pending regulatory applications related to the Bexley and Insight transactions.

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 is subject to market conditions and quarterly evaluation by the board as well as balance sheet composition and growth. The Company generally 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).

As discussed in the Liquidity section above, the Company repurchased 750,145 shares under this plan during 2013 at an average price of $15.70 per share and 460,500 shares during 2012 at an average price of $14.78 per share. At December 31, 2013, 3,789,355 shares remained available for purchase under this repurchase plan.

Shareholders' Equity. Total shareholders’ equity at December 31, 2013 was $682.2 million compared to total shareholders’ equity at December 31, 2012 of $710.4 million.

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

PENSION PLAN

First Financial sponsors a non-contributory defined-benefit pension plan covering substantially all employees. Prior to the fourth quarter of 2013, plan assets were administered and managed by the Wealth Management division of First Financial Bank, N.A. During the fourth quarter of 2013, the investment management and trustee services were transitioned to a third party vendor. As of December 31, 2013, plan assets were primarily invested in publicly traded equity and fixed income mutual funds. The pension plan does not own any shares of First Financial common stock or any other First Financial security or product, 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 employee compensation increase. The discount rate assumption was determined using published December 31, 2013 corporate bond indices, projected cash flows of the pension plan and comparisons were made to external industry surveys to test reasonableness. The expected return on plan assets was 7.5% for 2013 and 2012, and was based on the composition of plan assets as well as a consensus of estimates from similarly managed portfolios of expected future returns. 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 was 3.5% and is compared to historical increases for plan participants.

As a result of First Financial's efficiency initiatives and other associate-related actions, the Company incurred pension settlement charges in 2013. Consistent with FASB ASC Topic 715, Compensation - Retirement Benefits, pension settlement charges are an acceleration of previously deferred costs that would have been recognized in future periods and are triggered when lump sum distributions exceed an annual accounting threshold for the plan. First Financial recognized pension settlement charges of $6.2 million for 2013, as a result of the year-to-date level of lump sum distributions from the Company's pension plan. The accounting threshold for lump sum distributions reset on January 1, 2014.

32 First Financial Bancorp 2013 Annual Report

Presented below is the estimated impact on First Financial’s projected benefit obligation and pension expense as of December 31, 2013, assuming shifts in the significant assumptions: 

	Discount Rate						Expected Return on Plan Assets					Rate of Compensation Increase
(Dollars in thousands)		-100 BP		+100 BP			-100 BP		+100 BP			-100 BP			+100 BP
Change in Projected Benefit Obligation		$	6,331	$	(4,847	)	N/A		N/A			$	(892	)	$	1,059
Change in Pension Expense		$	529	$	(452	)	$	1,209	$	(1,209	)	$	(315	)	$	353

As a result of the plan’s updated actuarial projections for 2013 as well as the previously mentioned settlement charges, First

Financial recorded expenses related to its pension plan of $5.5 million for 2013 in the Consolidated Statements of Income, compared to pension income of $0.5 million and $1.3 million for 2012 and 2011, respectively. First Financial made no cash contributions to fund the pension plan in 2013, 2012 or 2011 and does not expect to make a cash contribution to its pension plan in 2014. Contributions, if necessary, are required to meet ERISA’s minimum funding standards and the estimated quarterly contribution requirements during this period. 

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;

First Financial Bancorp 2013 Annual Report 33

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

• establishing and maintaining systems and mechanisms to comprehensively identify, assess, monitor 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.

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 and that awareness of risk management activities is evident throughout the organization.

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 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 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 other management committees as required for effective risk management and governance, including risk identification, 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 fifteen 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

34 First Financial Bancorp 2013 Annual Report

the enterprise and are responsible for continuous updates and communication among 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 line leaders and executives are responsible for developing the risk assessment for their individual departments, business lines and subsidiaries consistent with their operating practices and strategies.  The chief risk officer, management and the board risk committee are responsible for ensuring that risk is viewed and analyzed from a portfolio 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 and 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 to key risks or tolerance limits.

First Financial believes that communication is fundamental to successful risk management and is based on a strong partnership between risk management, management and the board of directors.  Productive reporting and dialogue with management 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 maintain the allowance for loan and lease losses (allowance) at a level considered sufficient to absorb probable loan and lease losses inherent in the portfolio. Actual losses on loans and leases are charged against the 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.

First Financial Bancorp 2013 Annual Report 35

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

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 15 – Summary of Allowance for Loan and Lease Losses and Selected Statistics for a summary of activity impacting the allowance and Table 16 – Allocation of the Allowance for Loan and Lease Losses for detail on the composition of the allowance.

2013 vs. 2012. The allowance at December 31, 2013 was $43.8 million or 1.25% of loans, a $3.9 million and 8.3% decline from a balance of $47.8 million or 1.50% of loans at December 31, 2012. Provision expense declined $10.4 million, or 54.4%, to $8.7 million in 2013 from $19.1 million in 2012. Net charge-offs decreased $11.3 million, or 47.1%, to $12.7 million for 2013 compared to $23.9 million for 2012, while the ratio of net charge-offs as a percentage of average loans outstanding declined to 0.38% in 2013 from 0.79% in 2012. The allowance as a percentage of net charge-offs was 346.1% for the year ended December 31, 2013 compared to 199.8% for the year ended December 31, 2012.

The decline in net charge-offs during 2013 was primarily the result of lower net losses across the portfolio, coupled with higher levels of recoveries, particularly in the commercial real estate and construction real estate portfolios.  The decline in the allowance was primarily related to lower levels of nonperforming loans resulting from positive resolution efforts during 2013 as well as declining reserve rates across the portfolio as a result of lower loss levels in recent periods.  Loan growth also contributed to the decrease in the allowance as a percentage of loans at December 31, 2013 as compared to December 31, 2012.    

The decline in the allowance during 2013 was consistent with declines in net charge-offs, nonaccrual loans, nonperforming assets and classified assets over the same period and reflects continued improvement in overall economic conditions and real estate values across First Financial’s customer base and the markets in which the Company operates.

For further discussion of First Financial's allowance for loan and lease losses, see Note 11 of the Notes to Consolidated Financial Statements.

36 First Financial Bancorp 2013 Annual Report

Table 15 • Summary Of Allowance For Loan And Lease Losses And Selected Statistics (Excluding Covered Loans)
(Dollars in thousands)	2013			2012			2011			2010			2009
Transactions in the allowance for loan and lease losses:
Balance at January 1	$	47,777		$	52,576		$	57,235		$	59,311		$	35,873
Loans charged-off:
Commercial	3,415			4,312			3,436			13,324			11,295
Real estate – construction	1			2,684			6,279			8,619			12,680
Real estate – commercial	8,326			11,012			10,382			8,191			4,514
Real estate – residential	1,016			1,814			1,551			1,693			1,315
Installment	335			577			526			1,154			1,468
Home equity	2,409			3,661			2,183			3,499			2,037
Credit card	1,285			1,252			1,441			1,871			1,640
Lease financing	496			0			0			0			0
Total loans charged-off	17,283			25,312			25,798			38,351			34,949
Recoveries of loans previously charged-off:
Commercial	672			393			762			620			632
Real estate – construction	672			0			32			24			0
Real estate – commercial	1,994			265			309			1,082			557
Real estate – residential	203			73			45			24			27
Installment	310			323			363			519			857
Home equity	508			115			117			192			16
Credit card	253			227			301			249			213
Lease financing	9			0			0			1			1
Total recoveries	4,621			1,396			1,929			2,711			2,303
Net charge-offs	12,662			23,916			23,869			35,640			32,646
Provision for loan and lease losses	8,714			19,117			19,210			33,564			56,084
Balance at December 31	$	43,829		$	47,777		$	52,576		$	57,235		$	59,311
Credit quality ratios:
As a percent of year-end loans, net of unearned income:
Allowance for loan and lease losses	1.25		%	1.50		%	1.77		%	2.03		%	2.05		%
Nonperforming loans (1)	1.50		%	2.39		%	2.57		%	2.84		%	2.69		%
As a percent of average loans, net of unearned income:
Net charge-offs	0.38		%	0.79		%	0.84		%	1.27		%	1.16		%
Allowance for loan and lease losses to nonperforming loans (1)	83.17		%	62.95		%	68.84		%	71.62		%	76.25		%

⁽¹⁾ Includes loans classified as nonaccrual and troubled debt restructurings. 

First Financial Bancorp 2013 Annual Report 37

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

Table 16 • Allocation Of The Allowance For Loan And Lease Losses (Excluding Covered Loans)
	December 31,
	2013				2012				2011				2010				2009
(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	$	10,568	29.5	%	$	7,926	27.1	%	$	10,289	28.9	%	$	10,138	28.4	%	$	18,590	27.6	%
Real estate – construction	824		2.3	%	3,268		2.3	%	4,424		3.9	%	8,326		5.8	%	8,143		8.8	%
Real estate – commercial	20,478		42.7	%	24,151		44.6	%	18,228		41.5	%	14,917		40.5	%	15,190		37.3	%
Real estate – residential	3,379		10.1	%	3,599		10.0	%	4,994		9.7	%	8,907		9.6	%	5,308		11.1	%
Installment, home equity & credit card	8,119		13.1	%	8,464		14.4	%	14,516		15.4	%	14,888		15.6	%	12,079		15.2	%
Lease financing	461		2.3	%	369		1.6	%	125		0.6	%	59		0.1	%	1		0.0	%
Total	$	43,829	100.0	%	$	47,777	100.0	%	$	52,576	100.0	%	$	57,235	100.0	%	$	59,311	100.0	%

Allowance for loan and lease losses, covered loans: In accordance with the accounting guidance for business combinations, no allowance was recorded on covered loans at the time of acquisition as any credit deterioration evident in the loans 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 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. 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. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

2013 vs. 2012. The allowance for losses on covered loans was $18.9 million and $45.2 million at December 31, 2013 and 2012, respectively. Covered provision expense declined $30.7 million, or 99.4% to $0.2 million in 2013 from $30.9 million in 2012. 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 2013 and 2012. The declines in the allowance on covered loans and covered provision expense reflect continued improvement in credit expectations for the covered loan portfolio and a significant reduction in classified covered loan balances during 2013.

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 $6.9 million or 81.8% during 2013, from $8.4 million at December 31, 2012 to $1.5 million at December 31, 2013.

38 First Financial Bancorp 2013 Annual Report

Table 17 • Summary Of Allowance For Loan And Lease Losses (Covered Loans)
(Dollars in thousands)	2013		2012		2011		2010
Transactions in the allowance for loan and lease losses:
Balance at January 1	$	45,190	$	42,835	$	16,493	$	0
Loans charged-off:
Commercial	8,280		12,876		9,728		16,518
Real estate-construction	610		2,871		2,749		3,333
Real estate-commercial	28,296		12,974		25,746		16,507
Real estate-residential	713		1,296		1,650		8,142
Installment and other consumer financing	1,325		3,890		5,731		2,492
Total loans charged off	39,224		33,907		45,604		46,992
Recoveries of loans previously charged-off:
Commercial	3,546		2,153		1,013		338
Real estate-construction	7		61		527		2
Real estate-commercial	8,636		2,767		5,391		0
Real estate-residential	62		17		71		0
Installment and other consumer financing	489		361		863		1
Total recoveries	12,740		5,359		7,865		341
Net charge-offs	26,484		28,548		37,739		46,651
Provision for loan and lease losses	195		30,903		64,081		63,144
Balance at December 31	$	18,901	$	45,190	$	42,835	$	16,493

Table 18 • Allocation Of The Allowance For Loan And Lease Losses (Covered Loans)
	December 31,
	2013				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		Allowance		Percent of Loans to Total Loans
Balance at end of period applicable to:
Commercial	$	9,400	9.2	%		$	19,136	13.7	%		$	19,160	18.6	%	$	8,787	22.6	%
Real estate-commercial	8,515		60.6	%		22,918		63.6	%		21,930		62.1	%	7,213		60.6	%
Real estate-residential	761		17.6	%		2,599		13.5	%		1,396		11.5	%	232		9.9	%
Installment, home equity, & other	225		12.6	%		537		9.2	%		349		7.8	%	261		6.9	%
Total	$	18,901	100.0	%		$	45,190	100.0	%		$	42,835	100.0	%	$	16,493	100.0	%

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 actual or expected 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.

First Financial Bancorp 2013 Annual Report 39

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

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 19 – Market Risk Disclosure projects the principal maturities and yields of First Financial’s interest-bearing financial instruments at December 31, 2013 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 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.  

Presented below is the estimated impact on First Financial’s NII and EVE as of December 31, 2013, 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	(4.09)%	(0.95)%	0.30%
NII - Year 2	(4.31)%	0.97%	3.14%
EVE	(6.91)%	(1.43)%	(0.26)%

⁽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.  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 both near-term earnings at risk and long-term EVE indicate a risk-neutral to modestly asset-sensitive position. First Financial is actively managing its balance sheet with a bias toward asset sensitivity while simultaneously balancing the potential earnings impact of this strategy.

"Risk-neutral position" refers to the absence of a strong bias toward either asset or liability sensitivity. “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.

40 First Financial Bancorp 2013 Annual Report

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 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 2013 Annual Report 41

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

Table 19 • Market Risk Disclosure
																						Fair Value
	Principal Amount Maturing In:																					December 31,
(Dollars in thousands)	2014			2015			2016			2017			2018			Thereafter			Total			2013
Rate sensitive assets
Fixed interest rate loans (1)	$	267,066		$	225,442		$	221,521		$	219,433		$	255,129		$	347,361		$	1,535,952		$	1,530,546
Average interest rate	4.67		%	4.62		%	5.25		%	4.74		%	4.38		%	4.33		%	4.63		%
Variable interest rate loans (1)	486,717			181,894			202,775			178,460			164,517			719,611			1,933,974			1,933,344
Average interest rate	3.66		%	3.51		%	4.20		%	3.43		%	3.50		%	4.04		%	3.81		%
Covered loans	132,219			39,166			48,809			31,209			43,504			144,065			438,972			451,545
Average interest rate (2)	3.84		%	5.73		%	4.99		%	5.44		%	5.13		%	5.26		%	4.87		%
Fixed interest rate securities	5,581			23,089			112,726			137,279			289,791			745,730			1,314,196			1,303,219
Average interest rate	4.15		%	4.03		%	2.67		%	2.47		%	2.82		%	2.60		%	2.67		%
Variable interest rate securities	1,662			31,784			18,222			22,812			19,978			342,219			436,677			435,367
Average interest rate	3.09		%	1.63		%	3.59		%	1.87		%	1.45		%	1.56		%	1.67		%
Other earning assets	25,830			0			0			0			0			0			25,830			25,830
Average interest rate	0.25		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.25		%
FDIC indemnification asset	24,456			5,855			5,223			4,158			3,314			2,085			45,091			34,820
Average interest rate	(13.11		)%	(13.11		)%	(13.11		)%	(13.11		)%	(13.11		)%	(13.11		)%	(13.11		)%
Rate sensitive liabilities
Noninterest-bearing checking	1,147,452			0			0			0			0			0			1,147,452			1,147,452
Savings and interest-bearing checking	273,773			2,463,955			0			0			0			0			2,737,728			2,737,728
Average interest rate	0.08		%	0.08		%	0.00		%	0.00		%	0.00		%	0.00		%	0.08		%
Time deposits	444,837			179,408			106,194			73,331			139,410			9,147			952,327			951,220
Average interest rate	0.66		%	0.90		%	0.72		%	1.19		%	1.84		%	1.60		%	0.94		%
Fixed interest rate borrowings	683,634			26,950			1,198			1,164			1,164			670			714,780			716,706
Average interest rate	0.31		%	3.38		%	3.58		%	3.94		%	3.94		%	5.46		%	0.46		%
Variable interest rate borrowings	94,749			0			0			0			0			0			94,749			94,749
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	793			2,957			4,530			1,035			344			177			9,836			(954		)
Average pay rate (fixed)	6.77		%	6.65		%	6.97		%	6.93		%	6.72		%	7.33		%	6.85		%
Average receive rate (variable)	2.21		%	2.15		%	1.99		%	2.40		%	2.40		%	2.90		%	2.13		%
Variable to fixed	0			0			0			0			0			100,000			100,000			848
Average pay rate (fixed)	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	4.60		%	4.60		%
Average receive rate (variable)	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	3.28		%	3.28		%

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

⁽²⁾ Represents average contractual interest rates.

OPERATIONAL RISK

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 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.

42 First Financial Bancorp 2013 Annual Report

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.

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 could have a material impact on First Financial’s future financial condition and results of operations. In management’s opinion, some of these estimates and assumptions have a more significant impact than others on First Financial’s financial reporting. For First Financial, these estimates and assumptions include accounting for the allowance for loan and lease losses, covered loans, the 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.

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 estimated 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.

First Financial Bancorp 2013 Annual Report 43

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

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 considered 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 and an allowance for covered loan losses 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 sharing agreements associated with 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 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 as well as the on-going assessment of the collectibility of the 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. The collectibility assessment includes evaluation of claims activity with the FDIC, adjustments to the indemnification asset from the accelerated discount on covered loans, the yield on the indemnification asset in relation to the yield on the underlying covered loans and the remaining term of the loss

44 First Financial Bancorp 2013 Annual Report

sharing agreements. The expected indemnification asset cash flow evaluations and collectibility assessments are inherently subjective as they require material estimates, all of which may be susceptible to significant change, and may be impacted in future periods by the relatively short remaining term of loss sharing coverage on covered commercial assets.

Reimbursement requests are submitted to the FDIC on a quarterly basis for all covered loans. As of December 31, 2013, the reimbursement claims submitted by First Financial to the FDIC had been reimbursed on a timely basis.

Goodwill. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible elements of the acquired business. 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 at 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 2013 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 on the Company'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.

First Financial Bancorp 2013 Annual Report 45

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

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 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 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;

▪ the expiration 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;

▪ 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 losses; and

46 First Financial Bancorp 2013 Annual Report

▪ 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.

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, 2013 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.

First Financial Bancorp 2013 Annual Report 47

Statistical Information
	2013							2012							2011
(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)	$	923,336		$	43,071	4.66	%	$	827,205		$	41,628	5.03	%	$	811,474		$	44,003	5.42	%
Real estate-construction	86,832			3,553		4.09	%	97,278			3,830		3.94	%	143,751			5,374		3.74	%
Real estate-commercial	1,459,119			63,192		4.33	%	1,303,155			60,963		4.68	%	1,155,209			59,905		5.19	%
Real estate-residential	354,960			13,547		3.82	%	315,651			13,658		4.33	%	283,346			13,389		4.73	%
Installment and other consumer	455,204			21,290		4.68	%	457,120			21,824		4.77	%	443,054			21,087		4.76	%
Lease financing (2)	66,317			2,702		4.07	%	29,899			1,420		4.75	%	10,536			628		5.96	%
Total loans, excluding covered loans	3,345,768			147,355		4.40	%	3,030,308			143,323		4.73	%	2,847,370			144,386		5.07	%
Covered loans and indemnification asset	704,894			62,128		8.81	%	1,050,114			99,755		9.50	%	1,443,365			134,861		9.34	%
Investment securities (3)
Taxable	1,597,763			34,147		2.14	%	1,657,183			37,664		2.27	%	1,134,780			28,239		2.49	%
Tax-exempt (2)	98,448			3,693		3.75	%	25,638			1,132		4.42	%	14,992			1,180		7.87	%
Total investment securities (3)	1,696,211			37,840		2.23	%	1,682,821			38,796		2.31	%	1,149,772			29,419		2.56	%
Interest-bearing deposits with other banks	6,464			27		0.42	%	36,674			111		0.30	%	361,591			1,130		0.31	%
Total earning assets	5,753,337			247,350		4.30	%	5,799,917			281,985		4.86	%	5,802,098			309,796		5.34	%
Nonearning assets
Allowance for loan and lease losses	(84,033		)					(100,089		)					(97,826		)
Cash and due from banks	115,486							120,492							115,692
Accrued interest and other assets	496,621							497,861							464,997
Total assets	$	6,281,411						$	6,318,181						$	6,284,961
Interest-bearing liabilities
Deposits
Interest-bearing demand	$	1,125,836		1,456		0.13	%	$	1,196,764		1,506		0.13	%	$	1,191,064		2,954		0.25	%
Savings	1,626,025			1,810		0.11	%	1,630,426			2,006		0.12	%	1,624,840			5,806		0.36	%
Time	986,085			9,981		1.01	%	1,341,985			21,113		1.57	%	1,642,108			32,021		1.95	%
Total interest-bearing deposits	3,737,946			13,247		0.35	%	4,169,175			24,625		0.59	%	4,458,012			40,781		0.91	%
Borrowed funds
Short-term borrowings	587,548			1,177		0.20	%	198,275			262		0.13	%	96,060			163		0.17	%
Long-term debt	69,717			2,464		3.53	%	75,523			2,702		3.58	%	98,185			3,586		3.65	%
Other long-term debt	0			0		N/M		0			0		N/M		10,169			391		3.85	%
Total borrowed funds	657,265			3,641		0.55	%	273,798			2,964		1.08	%	204,414			4,140		2.03	%
Total interest-bearing liabilities	4,395,211			16,888		0.38	%	4,442,973			27,589		0.62	%	4,662,426			44,921		0.96	%
Noninterest-bearing liabilities
Noninterest-bearing demand deposits	1,078,800							1,035,319							766,366
Other liabilities	105,975							126,172							143,917
Shareholders' equity	701,425							713,717							712,252
Total liabilities and shareholders' equity	$	6,281,411						$	6,318,181						$	6,284,961
Net interest income and interest rate spread (fully tax equivalent)				$	230,462	3.92	%				$	254,396	4.24	%				$	264,875	4.38	%
Net interest margin (fully tax equivalent)						4.01	%						4.39	%						4.57	%
Interest income and yield				$	245,208	4.26	%				$	280,930	4.84	%				$	308,817	5.32	%
Interest expense and rate				16,888		0.38	%				27,589		0.62	%				44,921		0.96	%
Net interest income and spread				$	228,320	3.88	%				$	253,341	4.22	%				$	263,896	4.36	%
Net interest margin						3.97	%						4.37	%						4.55	%
(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

48 First Financial Bancorp 2013 Annual Report

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, 2013, 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 (1992 framework). 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, 2013. The report, which expresses an unqualified opinion on First Financial’s internal control over financial reporting as of December 31, 2013, 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, Chief Financial Officer and Chief Administrative Officer
February 25, 2014	February 25, 2014

First Financial Bancorp 2013 Annual Report 49

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, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (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, 2013, 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, 2013 and 2012, 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, 2013, of First Financial Bancorp and our report dated February 25, 2014 expressed an unqualified opinion thereon.

.

Cincinnati, Ohio

February 25, 2014

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, 2013 and 2012, 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, 2013. 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, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, 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, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 25, 2014 expressed an unqualified opinion thereon.

Cincinnati, Ohio

February 25, 2014

50 First Financial Bancorp 2013 Annual Report

Consolidated Balance Sheets

	December 31,
(Dollars in thousands)	2013			2012
Assets
Cash and due from banks	$	117,620		$	134,502
Interest-bearing deposits with other banks	25,830			24,341
Investment securities available-for-sale, at market value (cost $945,052 at December 31, 2013 and $1,017,104 at December 31, 2012)	913,601			1,032,096
Investment securities held-to-maturity (market value $824,985 at December 31, 2013 and $778,474 at December 31, 2012)	837,272			770,755
Other investments	47,427			71,492
Loans held for sale	8,114			16,256
Loans:
Commercial	1,035,668			861,033
Real estate - construction	80,741			73,517
Real estate - commercial	1,496,987			1,417,008
Real estate - residential	352,931			318,210
Installment	47,133			56,810
Home equity	376,454			367,500
Credit card	35,592			34,198
Lease financing	80,135			50,788
Total loans, excluding covered loans	3,505,641			3,179,064
Less:  Allowance for loan and lease losses - uncovered	43,829			47,777
Net loans - excluding covered loans	3,461,812			3,131,287
Covered loans	457,873			748,116
Less:  Allowance for loan and lease losses - covered	18,901			45,190
Net loans – covered	438,972			702,926
Total net loans	3,900,784			3,834,213
Premises and equipment	137,110			146,716
Goodwill	95,050			95,050
Other intangibles	5,924			7,648
FDIC indemnification asset	45,091			119,607
Accrued interest and other assets	283,390			244,372
Total assets	$	6,417,213		$	6,497,048
Liabilities
Deposits:
Interest-bearing demand	$	1,125,723		$	1,160,815
Savings	1,612,005			1,623,614
Time	952,327			1,068,637
Total interest-bearing deposits	3,690,055			3,853,066
Noninterest-bearing	1,147,452			1,102,774
Total deposits	4,837,507			4,955,840
Federal funds purchased and securities sold under agreements to repurchase	94,749			122,570
Federal Home Loan Bank short-term borrowings	654,000			502,000
Total short-term borrowings	748,749			624,570
Long-term debt	60,780			75,202
Total borrowed funds	809,529			699,772
Accrued interest and other liabilities	88,016			131,011
Total liabilities	5,735,052			5,786,623
Shareholders' equity
Common stock - no par value
Authorized - 160,000,000 shares Issued - 68,730,731 shares in 2013 and 2012	577,076			579,293
Retained earnings	324,192			330,004
Accumulated other comprehensive loss	(31,281		)	(18,677		)
Treasury stock, at cost, 11,197,685 shares in 2013 and 10,684,496 shares in 2012	(187,826		)	(180,195		)
Total shareholders' equity	682,161			710,425
Total liabilities and shareholders' equity	$	6,417,213		$	6,497,048

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2013 Annual Report 51

Consolidated Statements of Income

	Years ended December 31,
(Dollars in thousands except per share data)	2013			2012			2011
Interest income
Loans, including fees	$	216,306		$	249,751		$	285,689
Investment securities
Taxable	34,147			37,664			28,239
Tax-exempt	2,400			736			767
Total investment securities interest	36,547			38,400			29,006
Other earning assets	(7,645		)	(7,221		)	(5,878		)
Total interest income	245,208			280,930			308,817
Interest expense
Deposits	13,247			24,625			40,781
Short-term borrowings	1,177			262			163
Long-term borrowings	2,464			2,702			3,586
Subordinated debentures and capital securities	0			0			391
Total interest expense	16,888			27,589			44,921
Net interest income	228,320			253,341			263,896
Provision for loan and lease losses - uncovered	8,714			19,117			19,210
Provision for loan and lease losses - covered	195			30,903			64,081
Net interest income after provision for loan and lease losses	219,411			203,321			180,605
Noninterest income
Service charges on deposit accounts	20,595			21,215			19,206
Trust and wealth management fees	14,319			13,951			14,340
Bankcard income	10,914			10,028			9,291
Net gains from sales of loans	3,150			4,570			4,258
Gains on sales of investment securities	1,724			3,628			2,541
FDIC loss sharing income	3,720			35,346			60,888
Accelerated discount on covered loans	7,153			13,662			20,521
Other	12,072			20,021			11,486
Total noninterest income	73,647			122,421			142,531
Noninterest expenses
Salaries and employee benefits	101,402			113,154			106,914
Pension settlement charges	6,174			0			0
Net occupancy	21,207			20,682			21,410
Furniture and equipment	8,970			9,190			9,945
Data processing	10,229			8,837			5,716
Marketing	4,270			5,550			5,794
Communication	3,207			3,409			3,203
Professional services	6,876			7,269			9,636
State intangible tax	3,929			3,899			3,583
FDIC assessments	4,501			4,682			5,676
Loss (gain) - other real estate owned	1,250			3,250			3,971
Loss (gain) - covered other real estate owned	(1,219		)	2,446			9,224
Loss sharing expense	7,083			10,725			3,600
FDIC indemnification impairment	22,417			0			0
Other	25,179			28,904			29,425
Total noninterest expenses	225,475			221,997			218,097
Income before income taxes	67,583			103,745			105,039
Income tax expense	19,234			36,442			38,300
Net income	$	48,349		$	67,303		$	66,739
Earnings per common share
Basic	$	0.84		$	1.16		$	1.16
Diluted	$	0.83		$	1.14		$	1.14
Average common shares outstanding-basic	57,270,233			57,876,685			57,691,979
Average common shares outstanding-diluted	58,073,054			58,868,792			58,693,205

See Notes to Consolidated Financial Statements.

52 First Financial Bancorp 2013 Annual Report

Consolidated Statements of Comprehensive Income

	Years ended December 31,
(Dollars in thousands except per share data)	2013			2012			2011
Net income	$	48,349		$	67,303		$	66,739
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment securities arising during the period	(29,091		)	133			3,605
Change in retirement obligation	15,773			2,798			(12,854		)
Unrealized gain (loss) on derivatives	745			(143		)	391
Unrealized gain (loss) on foreign currency exchange	(31		)	25			(588		)
Other comprehensive income (loss)	(12,604		)	2,813			(9,446		)
Comprehensive income	$	35,745		$	70,116		$	57,293

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2013 Annual Report 53

Consolidated Statements of Changes in Shareholders' Equity

	Common Stock	Common Stock			Retained			Accumulated other comprehensive			Treasury stock
(Dollars in thousands, except share amounts)	Shares	Amount			earnings			income (loss)			Shares		Amount			Total
Balances at January 1, 2011	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	68,730,731	579,871			331,351			(21,490		)	(10,463,677	)	(177,511		)	712,221
Net income					67,303											67,303
Other comprehensive loss								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	68,730,731	579,293			330,004			(18,677		)	(10,684,496	)	(180,195		)	710,425
Net income					48,349											48,349
Other comprehensive income								(12,604		)						(12,604		)
Cash dividends declared:
Common stock at $0.94 per share					(54,161		)									(54,161		)
Purchase of common stock											(750,145	)	(11,778		)	(11,778		)
Excess tax benefit on share-based compensation		686														686
Exercise of stock options, net of shares purchased		(3,271		)							121,597		2,041			(1,230		)
Restricted stock awards, net of forfeitures		(3,435		)							115,359		2,106			(1,329		)
Share-based compensation expense		3,803														3,803
Balances at December 31, 2013	68,730,731	$	577,076		$	324,192		$	(31,281	)	(11,197,685	)	$	(187,826	)	$	682,161

See Notes to Consolidated Financial Statements.

54 First Financial Bancorp 2013 Annual Report

Consolidated Statements of Cash Flows

	Year ended December 31,
(Dollars in thousands)	2013			2012			2011
Operating activities
Net income	$	48,349		$	67,303		$	66,739
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	8,909			50,020			83,291
Depreciation and amortization	14,270			15,833			11,951
Stock-based compensation expense	3,803			4,186			3,935
Pension expense (income)	5,496			(481		)	(1,349		)
Net amortization of premiums/accretion of discounts on investment securities	13,088			12,171			5,224
Gains on sales of investments securities	(1,724		)	(3,628		)	(2,541		)
Originations of loans held for sale	(152,324		)	(223,075		)	(157,825		)
Net gains from sales of loans held for sale	(3,150		)	(4,570		)	(4,258		)
Proceeds from sales of loans held for sale	158,853			232,523			166,541
Deferred income taxes	(25,328		)	(14,085		)	(14,463		)
(Increase) decrease in interest receivable	(1,181		)	3,267			(1,438		)
(Increase) decrease in cash surrender value of life insurance	(4,187		)	1,422			(805		)
Decrease in prepaid expenses	495			5,321			6,230
Decrease in indemnification asset	74,516			53,402			49,639
(Decrease) increase in accrued expenses	(1,536		)	3,374			(17,422		)
Decrease in interest payable	(350		)	(1,686		)	(1,853		)
Other	26,355			10,537			11,482
Net cash provided by operating activities	164,354			211,834			203,078
Investing activities
Proceeds from sales of investment securities available-for-sale	92,684			240,316			165,153
Proceeds from calls, paydowns and maturities of securities available-for-sale	186,820			269,236			342,973
Purchases of securities available-for-sale	(214,398		)	(1,022,772		)	(1,027,754		)
Proceeds from calls, paydowns and maturities of securities held-to-maturity	157,647			154,071			12,002
Purchases of securities held-to-maturity	(233,111		)	(7,521		)	0
Net (increase) decrease in interest-bearing deposits with other banks	(1,489		)	351,057			(198,446		)
Net increase in loans and leases, excluding covered loans	(347,451		)	(240,113		)	(53,946		)
Net decrease in covered assets	239,034			255,905			340,877
Proceeds from disposal of other real estate owned	27,319			35,357			40,994
Purchases of premises and equipment	(7,295		)	(25,502		)	(23,541		)
Net cash acquired from acquisition	0			0			620,640
Net cash (used in) provided by investing activities	(100,240		)	10,034			218,952
Financing activities
Net decrease in total deposits	(118,333		)	(687,000		)	(310,029		)
Net increase in short-term borrowings	124,179			525,139			39,589
Payments on long-term borrowings	(14,394		)	(1,313		)	(52,308		)
Redemption of other long-term debt	0			0			(20,620		)
Cash dividends paid on common stock	(61,429		)	(67,797		)	(35,312		)
Treasury stock purchase	(11,778		)	(6,806		)	0
Proceeds from exercise of stock options	73			320			63
Excess tax benefit on share-based compensation	686			438			259
Net cash used in financing activities	(80,996		)	(237,019		)	(378,358		)
Cash and Due from Banks
Net (decrease) increase in Cash and Due from Banks	(16,882		)	(15,151		)	43,672
Cash and Due from Banks at beginning of year	134,502			149,653			105,981
Cash and Due from Banks at end of year	$	117,620		$	134,502		$	149,653

First Financial Bancorp 2013 Annual Report 55

Consolidated Statements of Cash Flows (continued)

Supplemental disclosures
Interest paid	$	17,238	$	29,276	$	46,774
Income taxes paid	$	36,312	$	54,685	$	60,438
Acquisition of other real estate owned through foreclosure	$	37,700	$	29,956	$	53,865
Issuance of restricted stock awards	$	4,730	$	4,943	$	4,188
Supplemental schedule for investing activities
Acquisitions
Assets acquired - banking center acquisitions	$	0	$	0	$	765,125
Liabilities assumed - banking center acquisitions	0		0		808,355
Goodwill	$	0	$	0	$	43,230

See Notes to Consolidated Financial Statements.

56 First Financial Bancorp 2013 Annual Report

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 appropriate.

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 recorded 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 performing this review, management considers the length of time and extent to which the fair value of the security 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 residential real estate loans newly originated for the purpose of sale to third parties, and in certain circumstances, loans previously originated that have been specifically identified by management for sale based on predetermined criteria. Loans originated for sale are immediately classified as held for sale 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 the 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

First Financial Bancorp 2013 Annual Report 57

Notes To Consolidated Financial Statements

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. When a loan is placed on nonaccrual status, the accrual of interest income is discontinued and previously accrued, but unpaid, interest is reversed. 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 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.

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 generally increased by provision 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, construction and commercial real estate loans, 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, payment record, guarantor support 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 loan type, 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 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 loan type, 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 classified as TDRs are individually evaluated to determine an appropriate allowance.

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 acquired 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 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. 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

58 First Financial Bancorp 2013 Annual Report

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 accelerated recognition of the remaining purchase discount that would have been recognized over the life of the loan had it not prepaid offset by a related adjustment to 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 pool level 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 its estimated fair value at the time of the FDIC-assisted transactions. 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 as well as on-going assessment of the collectibility of the 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. The collectibility assessment includes evaluation of claims activity with the FDIC, adjustments to the indemnification asset from the accelerated discount on covered loans, the yield on the indemnification asset in relation to the yield on the underlying covered loans and the remaining term of the loss sharing agreements.

Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are principally computed 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 useful life of the asset. 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. First Financial performs its annual impairment test effective October 1 or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. First Financial reviews goodwill for impairment using both income and asset-based approaches.

First Financial Bancorp 2013 Annual Report 59

Notes To Consolidated Financial Statements

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 acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem loans. OREO properties are recorded at the lower of cost or fair value, less estimated disposal costs (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. Management performs periodic valuations to assess the adequacy of the recorded OREO balances and subsequent write-downs in the carrying value of OREO properties are expensed as incurred. Improvements to OREO 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. 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 acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem 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, less estimated disposal costs upon acquisition. Management performs periodic valuations to assess the adequacy of the recorded covered OREO balances and subsequent write-downs in the carrying value of covered OREO properties are expensed as incurred. Improvements to covered OREO 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. When management disposes of a covered 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.

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.

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.  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.

Back to back swaps - First Financial enters into swap agreements with commercial borrowers and simultaneously enters into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These matched 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

60 First Financial Bancorp 2013 Annual Report

of the agreements.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.

First Financial's matched interest rate swaps qualify as derivatives, but are not designated as hedging instruments. The net interest receivable or payable on matched interest rate swaps is accrued and recognized as an adjustment to interest income.  The fair values of matched interest rate swaps are included within Accrued interest and other assets and Accrued interest and other liabilities on the Consolidated Balance Sheets.

Pay fixed interest rate swaps - For unmatched, pay fixed interest rate swaps, which qualify for hedge accounting, the corresponding fair-value adjustment is included on the Consolidated Balance Sheets in the carrying value of the hedged item. The net interest receivable or payable on unmatched interest rate swaps is accrued and recognized as an adjustment to the interest income of the hedged item.  Gains and losses from derivatives not considered effective in hedging the change in fair value of the hedged item, if any, are recognized in income immediately.

Cash flow hedges - 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, while the fair value is included within Accrued interest and other assets or Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps designated as cash flow hedges are included in accumulated other comprehensive income (loss). Gains and losses from derivatives not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

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, canceled or expire, First Financial may be required to recognize an adjustment to tax expense.

Earnings per share. Basic earnings 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 earnings 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. Consistent with prior years, management continued to review operating performance and make decisions as one banking segment in 2013.

2. Recently Adopted and Issued Accounting Standards

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. These disclosure requirements are 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. Subsequently, the FASB issued ASU 2013-01, Scope Clarification of Disclosures about Offsetting Assets and Liabilities, which limits the scope of ASU 2011-11 to

First Financial Bancorp 2013 Annual Report 61

Notes To Consolidated Financial Statements

derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and lending transactions. Companies are 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. The provisions of ASU 2011-11 became effective for the interim reporting period ended March 31, 2013 and resulted in additional disclosures related to the Company's derivatives programs. For further detail, see Note 7 - Derivatives.

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. This update also addresses circumstances that a company 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 became effective for the interim reporting period ended March 31, 2013 and did not have a material impact on the Company's 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 company recognizes an indemnification asset 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 company 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 became effective for the interim reporting period ended March 31, 2013 and did not have a material impact on the Company's Consolidated Financial Statements.

On February 5, 2013, the FASB issued an update (ASU 2013-02,Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI)) which requires preparers to report information about reclassifications out of AOCI. The ASU also requires companies to report changes in AOCI balances and expands the disclosure requirements in FASB ASC Topic 220, Comprehensive Income (ASC 220), for presentation of changes in AOCI. This ASU requires companies to disaggregate the total change of each component of other comprehensive income and separately present (1) reclassification adjustments and (2) current-period OCI. ASU 2013-02 also requires companies to present information about significant items reclassified out of AOCI by component either (1) on the face of the statement where net income is presented or (2) as a separate disclosure in the notes to the financial statements. The provisions of ASU 2013-02 became effective for the interim reporting period ended March 31, 2013 and resulted in additional disclosures related to reclassifications from AOCI. For further detail, see Note 15 - Accumulated Other Comprehensive Income (Loss).

3. Goodwill and Other Intangible Assets

Goodwill. Assets and liabilities of acquired entities are recorded at their estimated fair values as of the acquisition date. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. First Financial had goodwill of $95.1 million as of December 31, 2013 and December 31, 2012.

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, 2013 and no impairment was indicated.  As of December 31, 2013, 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. As of December 31, 2013 and December 31, 2012, core deposit intangibles were $5.9 million and $7.4 million, respectively. First Financial's core deposit intangibles have an estimated weighted average remaining life of 6.8 years as of December 31, 2013. Amortization expense recognized on intangible assets for 2013, 2012 and 2011 was $1.5 million, $2.6 million and $1.2 million, respectively.

62 First Financial Bancorp 2013 Annual Report

4. 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 2013 and 2012 were approximately $43.1 million and $41.3 million, respectively. Additionally, First Financial had $2.0 million of cash acquired in conjunction with an FDIC-assisted transaction that was restricted for withdrawal and usage as of December 31, 2013 and 2012.

5. Restrictions On Subsidiary Dividends, Loans Or Advances

Dividends paid by First Financial to its shareholders are principally funded through dividends paid to the Company 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 the regulatory limit, which is equal to the net income of the current year through the dividend date, combined with its retained net income from the two preceding years. As of December 31, 2013, First Financial's subsidiaries had retained earnings of $346.0 million of which $20.8 million was available for distribution to First Financial without prior regulatory approval.

6. 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 credit instruments recorded on the Consolidated Balance Sheets.

Letters of credit. Letters of credit 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 $14.0 million and $14.8 million at December 31, 2013, and December 31, 2012, respectively. Management conducts regular reviews of these instruments on an individual client basis.

Loan commitments. Loan commitments are agreements to extend credit to a client as long as there is no violation of any condition established in the commitment 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 $1.4 billion and $1.2 billion at December 31, 2013 and December 31, 2012, respectively.

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

First Financial Bancorp 2013 Annual Report 63

Notes To Consolidated Financial Statements

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, 2013. Reserves are established for various matters of litigation under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel.

7. 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. For discussion of First Financial's accounting for derivative instruments, see Note 1 - Summary of Significant Accounting Policies.

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 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.

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 instruments. 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, 2013, the Company had a total counterparty notional amount outstanding of approximately $561.6 million, spread among nine counterparties, with an outstanding liability from these contracts of $9.3 million. At December 31, 2012, First Financial had a total counterparty notional amount outstanding of $509.1 million, spread among eight counterparties, with an outstanding liability from these contracts of $26.0 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.

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

		December 31, 2013							December 31, 2012
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance Sheet Location	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Fair Value Hedges - Instruments associated with loans
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	$	9,836	$	0	$	(865	)	$	12,739	$	0	$	(1,445	)
Matched interest rate swaps with borrower	Accrued interest and other assets and other liabilities	451,744		11,710		(1,767		)	461,377		24,135		0
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	451,744		1,767		(11,799		)	461,377		0		(24,978		)
Total		$	913,324	$	13,477	$	(14,431	)	$	935,493	$	24,135	$	(26,423	)

In connection with its use of derivative instruments, from time to time First Financial and its counterparties are required to post cash collateral to offset the market position of the derivative instruments. First Financial maintains the right to offset these derivative positions with the collateral posted against them by or with the relevant counterparties. 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 assets or Accrued interest and other liabilities in the Consolidated Balance Sheets.

64 First Financial Bancorp 2013 Annual Report

The following table discloses the gross and net amounts of liabilities recognized in the Consolidated Balance Sheets:

	December 31, 2013							December 31, 2012
(Dollars in thousands)	Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of liabilities presented in the Consolidated Balance Sheets		Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of liabilities presented in the Consolidated Balance Sheets
Fair value hedges
Pay fixed interest rate swaps with counterparty	$	865	$	(663	)	$	202	$	1,445	$	(669	)	$	776
Matched interest rate swaps	13,566		(9,533		)	4,033		24,978		(23,057		)	1,921
Total	$	14,431	$	(10,196	)	$	4,235	$	26,423	$	(23,726	)	$	2,697

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, 2013:

							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	$	9,836	2.9	$	(865	)	2.14	%	6.85	%
Receive fixed, matched interest rate swaps with borrower	451,744		4.2	9,943			4.83	%	2.86	%
Pay fixed, matched interest rate swaps with counterparty	451,744		4.2	(10,032		)	2.86	%	4.83	%
Total asset conversion swaps	$	913,324	4.2	$	(954	)	3.83	%	3.88	%

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.  The following table details the location and amounts recognized in the Consolidated Statements of Income 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,
		2013			2012			2011
Interest rate contracts
Loans	Interest income - loans	$	(515	)	$	(706	)	$	(891	)
Total		$	(515	)	$	(706	)	$	(891	)

Cash Flow Hedges. First Financial utilizes interest rate swaps designated as cash flow hedges to hedge against interest rate volatility on indexed floating rate deposits, totaling $100.0 million as of December 31, 2013 and $35.0 million as of December 31, 2012. These interest rate swaps qualify for hedge accounting and involve the receipt by First Financial of variable-rate interest amounts in exchange for fixed-rate interest payments by First Financial and have a remaining weighted average term of approximately 6 years. Accrued interest and other assets included $0.8 million at December 31, 2013 and accrued interest and other liabilities included $0.2 million at December 31, 2012, respectively, reflecting the fair value of these cash flow hedges.

First Financial Bancorp 2013 Annual Report 65

Notes To Consolidated Financial Statements

8. Investment Securities

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2013:

	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
U.S. Treasuries	$	0	$	0	$	0		$	0	$	97	$	0	$	(7	)	$	90
Securities of U.S. government agencies and corporations	18,981		0		(791		)	18,190		9,980		0		(404		)	9,576
Mortgage-backed securities	775,025		1,337		(12,229		)	764,133		678,267		5,372		(28,593		)	655,046
Obligations of state and other political subdivisions	25,788		152		(1,039		)	24,901		33,410		10		(3,097		)	30,323
Asset-backed securities	0		0		0			0		114,209		1		(616		)	113,594
Other securities	17,478		283		0			17,761		109,089		262		(4,379		)	104,972
Total	$	837,272	$	1,772	$	(14,059	)	$	824,985	$	945,052	$	5,645	$	(37,096	)	$	913,601

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
	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	$	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

During the year ended December 31, 2013, First Financial sold available-for-sale securities with a fair value of $91.0 million at the date of sale and recorded a $1.7 million pre-tax gain. The investment gain after taxes was $1.1 million for the year ended December 31, 2013.

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 net pre-tax gain. There was a net investment gain after taxes of $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.

The carrying value of investment securities pledged as collateral to secure public deposits, repurchase agreements and for other purposes as required by law totaled $1.1 billion at December 31, 2013, and $1.2 billion at December 31, 2012.

66 First Financial Bancorp 2013 Annual Report

The following table provides a summary of investment securities by estimated weighted average life as of December 31, 2013. Estimated lives on certain investment securities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Held-to-Maturity				Available-for-Sale
(Dollars in thousands)	Amortized Cost		Market Value		Amortized Cost		Market Value
Due in one year or less	$	216	$	219	$	6,819	$	7,027
Due after one year through five years	378,932		375,323		279,035		276,750
Due after five years through ten years	322,455		314,375		314,854		303,477
Due after ten years	135,669		135,068		344,344		326,347
Total	$	837,272	$	824,985	$	945,052	$	913,601

The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position, aggregated by investment category and the length of time the individual securities have been in a continuous unrealized loss position:

	December 31, 2013
	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	$	27,851	$	(970	)	$	0	$	0		$	27,851	$	(970	)
Mortgage-backed securities	966,718		(32,432		)	108,929		(6,101		)	1,075,647		(38,533		)
Obligations of state and other political subdivisions	66,502		(5,294		)	1,935		(46		)	68,437		(5,340		)
Asset-backed securities	93,355		(616		)	0		0			93,355		(616		)
Other securities	54,866		(2,142		)	7,798		(561		)	62,664		(2,703		)
Total	$	1,209,292	$	(41,454	)	$	118,662	$	(6,708	)	$	1,327,954	$	(48,162	)

	December 31, 2012
	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	$	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	)

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 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 and payment performance, as well as the Company’s intent and ability to hold the security to maturity 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 securities temporarily impaired prior to maturity or recovery of the recorded value. First Financial had no other than temporary impairment related to its investment securities portfolio as of December 31, 2013 or 2012.

For further detail on the fair value of investment securities, see Note 21 – Fair Value Disclosures.

First Financial Bancorp 2013 Annual Report 67

Notes To Consolidated Financial Statements

9. 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.

68 First Financial Bancorp 2013 Annual Report

Commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2013
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	991,161	$	78,872	$	1,422,215	$	2,492,248
Special Mention	23,053		65		23,832		46,950
Substandard	21,454		1,804		50,940		74,198
Doubtful	0		0		0		0
Total	$	1,035,668	$	80,741	$	1,496,987	$	2,613,396

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	344,325	$	46,559	$	373,472	$	115,727	$	880,083
Nonperforming	8,606		574		2,982		0		12,162
Total	$	352,931	$	47,133	$	376,454	$	115,727	$	892,245

	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

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.

First Financial Bancorp 2013 Annual Report 69

Notes To Consolidated Financial Statements

Loan delinquency, including nonaccrual loans, was as follows:

	As of December 31, 2013
(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	$	2,016	$	161	$	7,136	$	9,313	$	1,026,355	$	1,035,668	$	0
Real estate - construction	0		0		223		223		80,518		80,741		0
Real estate - commercial	7,800		4,269		12,732		24,801		1,472,186		1,496,987		0
Real estate - residential	2,030		685		5,526		8,241		344,690		352,931		0
Installment	213		40		379		632		46,501		47,133		0
Home equity	985		292		1,648		2,925		373,529		376,454		0
Other	680		144		218		1,042		114,685		115,727		218
Total	$	13,724	$	5,591	$	27,862	$	47,177	$	3,458,464	$	3,505,641	$	218

	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

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 classified as nonaccrual 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 classified as nonaccrual. 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 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 sustained performance with the restructured terms of the loan agreement.

First Financial had 217 TDRs totaling $28.1 million at December 31, 2013, including $15.1 million of loans on accrual status and $13.0 million of loans classified as nonaccrual. First Financial has an insignificant amount of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs as of December 31, 2013. At December 31,

70 First Financial Bancorp 2013 Annual Report

2013, the allowance for loan and lease losses included reserves of $4.4 million related to TDRs. For the year ended December 31, 2013, First Financial charged off $2.8 million for the portion of TDRs determined to be uncollectible. At December 31, 2013, approximately $9.0 million of the accruing TDRs have been performing in accordance with the restructured terms for more than one year.

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 had $3.5 million of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs as of December 31, 2012. 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 had 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, 2013 and 2012.

	Years ended December 31,
	2013					2012
	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	15	$	8,582	$	6,431	23	$	8,955	$	7,050
Real estate - construction	0	0		0		0	0		0
Real estate - commercial	18	4,925		3,477		28	11,018		7,201
Real estate - residential	38	2,612		2,317		22	1,572		1,578
Installment	18	333		227		0	0		0
Home equity	42	1,615		1,117		22	753		753
Total	131	$	18,067	$	13,569	95	$	22,298	$	16,582

The following table provides information on how TDRs were modified during the years ended December 31, 2013 and 2012.

	Years Ended December 31,
(Dollars in thousands)	2013 (2)		2012 (2)
Extended maturities	$	8,146	$	8,838
Adjusted interest rates	520		220
Combination of rate and maturity changes	950		1,403
Forbearance	0		3,261
Other (1)	3,953		2,860
Total	$	13,569	$	16,582

⁽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. Borrowers that are ninety 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), are considered to be in payment default of the terms of the TDR agreement.

First Financial Bancorp 2013 Annual Report 71

Notes To Consolidated Financial Statements

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,
	2013			2012
(Dollars in thousands)	Number of loans	Period end balance		Number of loans	Period end balance
Commercial	4	$	4,875	2	$	1,646
Real estate - construction	0	0		1	301
Real estate - commercial	3	236		3	767
Real estate - residential	3	112		0	0
Installment	4	24		0	0
Home equity	8	198		0	0
Total	22	$	5,445	6	$	2,714

Impaired Loans. Loans classified as nonaccrual and loans modified as TDRs are considered impaired. The following table provides information on impaired loans as of December 31:

(Dollars in thousands)	2013		2012		2011
Impaired loans
Nonaccrual loans (1)
Commercial	$	7,934	$	15,893	$	10,477
Real estate-construction	223		2,102		17,387
Real estate-commercial	17,286		34,977		34,004
Real estate-residential	8,606		7,869		8,022
Installment	574		452		407
Home equity	2,982		3,252		2,073
Other	0		496		0
Total nonaccrual loans	37,605		65,041		72,370
Accruing troubled debt restructurings	15,094		10,856		4,009
Total impaired loans	$	52,699	$	75,897	$	76,379
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	4,286	$	4,842	$	5,500
Interest included in income
Nonaccrual loans	536		787		675
Troubled debt restructurings	438		338		92
Total interest included in income	974		1,125		767
Net impact on interest income	$	3,312	$	3,717	$	4,733
Commitments outstanding to borrowers with nonaccrual loans	$	0	$	3,489	$	0

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $13.0 million, $14.1 million and $18.1 million as of December 31, 2013, 2012 and 2011, respectively.

First Financial individually reviews all impaired commercial loan relationships greater than $250,000, as well as consumer loan TDRs greater than $100,000, to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources, 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.

72 First Financial Bancorp 2013 Annual Report

First Financial's investment in impaired loans is as follows:

	As of December 31, 2013
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	5,212	$	7,083	$	0	$	10,712	$	165
Real estate - construction	223		443		0		599		0
Real estate - commercial	12,355		16,431		0		16,563		380
Real estate - residential	10,291		12,087		0		10,225		152
Installment	642		663		0		463		6
Home equity	3,208		4,108		0		3,145		44
Other	0		0		0		148		0
Total	31,931		40,815		0		41,855		747
Loans with an allowance recorded
Commercial	7,013		8,353		2,080		5,047		71
Real estate - construction	0		0		0		726		7
Real estate - commercial	11,638		14,424		2,872		21,098		110
Real estate - residential	2,016		2,072		348		1,997		37
Installment	0		0		0		0		0
Home equity	101		101		2		101		2
Other	0		0		0		167		0
Total	20,768		24,950		5,302		29,136		227
Total
Commercial	12,225		15,436		2,080		15,759		236
Real estate - construction	223		443		0		1,325		7
Real estate - commercial	23,993		30,855		2,872		37,661		490
Real estate - residential	12,307		14,159		348		12,222		189
Installment	642		663		0		463		6
Home equity	3,309		4,209		2		3,246		46
Other	0		0		0		315		0
Total	$	52,699	$	65,765	$	5,302	$	70,991	$	974

First Financial Bancorp 2013 Annual Report 73

Notes To Consolidated Financial Statements

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Balance		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
Total	44,456		55,350		0		40,151		609
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	31,441		34,378		9,528		38,275		516
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

74 First Financial Bancorp 2013 Annual Report

	As of December 31, 2011
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average 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
Total	38,836		54,546		0		40,841		394
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	37,543		47,335		12,539		36,624		373
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 2013 Annual Report 75

Notes To Consolidated Financial Statements

OREO. OREO is comprised of properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem loans.

Changes in OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2013		2012		2011
Balance at beginning of year	$	12,526	$	11,317	$	17,907
Additions
Commercial	12,120		6,741		1,328
Residential	855		2,540		2,904
Total additions	12,975		9,281		4,232
Disposals
Commercial	3,149		3,572		3,916
Residential	1,157		1,921		2,536
Total disposals	4,306		5,493		6,452
Valuation adjustments
Commercial	864		2,290		4,042
Residential	525		289		328
Total valuation adjustments	1,389		2,579		4,370
Balance at end of year	$	19,806	$	12,526	$	11,317

10. 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. These loss sharing agreements provide for partial 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 amounts must be shared with the FDIC for an additional three year period, again on the same pro-rata basis. The five year period of loss protection will expire for the majority of First Financial's covered commercial loans and covered OREO during the third quarter of 2014. The ten year period of loss protection on all other covered loans and covered OREO will expire during the third quarter of 2019.

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.

76 First Financial Bancorp 2013 Annual Report

The following table reflects the carrying value of all covered purchased impaired and nonimpaired loans as of December 31:

	2013						2012
(Dollars in thousands)	Loans Accounted For Under FASB ASC Topic 310-30		Loans excluded from FASB ASC Topic 310-30		Total Covered Loans		Loans Accounted For Under FASB ASC Topic 310-30		Loans Excluded From FASB ASC Topic 310-30		Total Covered Loans
Commercial	$	41,172	$	1,144	$	42,316	$	94,775	$	7,351	$	102,126
Real estate - construction	8,556		0		8,556		10,631		0		10,631
Real estate - commercial	263,146		5,487		268,633		458,066		7,489		465,555
Real estate - residential	80,733		0		80,733		100,694		0		100,694
Installment	5,073		568		5,641		7,911		763		8,674
Home equity	975		48,649		49,624		2,080		55,378		57,458
Other covered loans	0		2,370		2,370		0		2,978		2,978
Total covered loans	$	399,655	$	58,218	$	457,873	$	674,157	$	73,959	$	748,116

The outstanding balance of all purchased impaired and nonimpaired loans accounted for under FASB ASC Topic 310-30, including all contractual principal, interest, fees and penalties, was $493.6 million and $852.9 million as of December 31, 2013 and December 31, 2012, respectively. These balances exclude contractual interest not yet accrued.

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)	2013			2012			2011
Balance at beginning of year	$	224,694		$	344,410		$	509,945
Reclassification from non-accretable difference	1,470			29,606			39,079
Accretion	(58,422		)	(91,485		)	(125,524		)
Other net activity (1)	(34,071		)	(57,837		)	(79,090		)
Balance at end of year	$	133,671		$	224,694		$	344,410

⁽¹⁾  Includes the impact of loan repayments and charge-offs.

First Financial regularly reviews its forecast of expected cash flows for covered purchased impaired loans. During 2013, the Company implemented certain enhancements to its valuation methodology and the estimation of impairment to place greater emphasis on changes in total expected cash flows and less emphasis on changes in the net present value of expected cash flows. These enhancements, as well as other improvements in the expected cash flows from covered purchased impaired loans, contributed to a net reclassification from nonaccretable to accretable difference of $1.5 million and resulted in higher yields on certain loan pools during 2013, compared to reclassifications from nonaccretable to accretable difference of a $29.6 million and $39.1 million during 2012 and 2011.

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 9 - Loans.

First Financial Bancorp 2013 Annual Report 77

Notes To Consolidated Financial Statements

Covered commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2013
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	25,196	$	1,714	$	182,621	$	209,531
Special Mention	2,011		0		12,904		14,915
Substandard	14,693		6,842		73,108		94,643
Doubtful	416		0		0		416
Total	$	42,316	$	8,556	$	268,633	$	319,505

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	80,733	$	5,636	$	47,731	$	2,370	$	136,470
Nonperforming	0		5		1,893		0		1,898
Total	$	80,733	$	5,641	$	49,624	$	2,370	$	138,368

	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

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.

78 First Financial Bancorp 2013 Annual Report

Delinquency. Covered loan delinquency, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of December 31, 2013
(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	$	60	$	335	$	483	$	878	$	266	$	1,144	$	0
Real estate - commercial	184		0		1,263		1,447		4,040		5,487		0
Installment	0		0		5		5		563		568		0
Home equity	239		36		1,727		2,002		46,647		48,649		0
All other	9		4		0		13		2,357		2,370		0
Total	$	492	$	375	$	3,478	$	4,345	$	53,873	$	58,218	$	0

	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

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 classified as nonaccrual 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 classified as nonaccrual. Any payments received while a loan is classified as nonaccrual are applied as a reduction to the carrying value of the loan. A loan may be returned to accrual status if collection of future principal and interest payments is no longer doubtful.

First Financial Bancorp 2013 Annual Report 79

Notes To Consolidated Financial Statements

Information as to covered nonaccrual loans, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

(Dollars in thousands)	2013		2012		2011
Impaired loans
Nonaccrual loans (1)
Commercial	$	540	$	4,498	$	7,203
Real estate-commercial	1,349		2,986		2,192
Installment	5		0		0
Home equity	1,893		4,227		1,747
All other	0		11		18
Total nonaccrual loans	3,787		11,722		11,160
Accruing troubled debt restructurings	335		0		0
Total impaired loans	$	4,122	$	11,722	$	11,160
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	412	$	673	$	1,020
Interest included in income
Nonaccrual loans	24		85		58
Troubled debt restructurings	6		0		0
Total interest included in income	30		85		58
Net impact on interest income	$	382	$	588	$	962

⁽¹⁾Nonaccrual loans include nonaccrual TDRs of $0.9 million as of December 31, 2013 and none as of December 31, 2012 and 2011.

Impaired Loans. Covered loans classified as nonaccrual, 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 12/31/2013
(Dollars in thousands)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	875	$	1,131	$	0	$	1,832	$	11
Real estate - commercial	1,349		2,648		0		1,786		4
Installment	5		5		0		2		0
Home equity	1,893		2,899		0		2,611		15
All other	0		0		0		8		0
Total	$	4,122	$	6,683	$	0	$	6,239	$	30

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		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

80 First Financial Bancorp 2013 Annual Report

	As of December 31, 2011
(Dollars in thousands)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		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

Covered OREO. Covered OREO is comprised of properties acquired by the Company primarily 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.

Changes in covered OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2013		2012		2011
Balance at beginning of year	$	28,862	$	44,818	$	35,257
Additions
Commercial	23,846		16,759		46,880
Residential	879		3,916		2,753
Total additions	24,725		20,675		49,633
Disposals
Commercial	22,065		27,044		26,693
Residential	948		2,820		7,849
Total disposals	23,013		29,864		34,542
Valuation adjustments
Commercial	3,320		5,872		4,407
Residential	134		895		1,123
Total valuation adjustments	3,454		6,767		5,530
Balance at end of year	$	27,120	$	28,862	$	44,818

FDIC indemnification asset. As a result of improvement in future expected cash flows on covered loans, a meaningful decline in loss claims filed with the FDIC, higher reimbursements to the FDIC related to positive asset resolutions in recent periods and the significantly shorter remaining life of the indemnification asset in comparison to the weighted average life of the related covered loans, the Company recorded a valuation adjustment to reduce the value of the FDIC indemnification asset of $22.4 million during 2014.

11. 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. For further discussion of First Financial's allowance methodology, see Note 1 - Summary of Significant Accounting Policies.

First Financial Bancorp 2013 Annual Report 81

Notes To Consolidated Financial Statements

There were no material changes to First Financial's accounting policies or methodology related to the allowance for loan and lease losses during 2013, however certain modifications were made to the estimation process during 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, 2013.

The allowance is increased by provision 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)	2013			2012			2011
Balance at beginning of year	$	47,777		$	52,576		$	57,235
Provision for loan and lease losses	8,714			19,117			19,210
Loans charged-off	(17,283		)	(25,312		)	(25,798		)
Recoveries	4,621			1,396			1,929
Balance at end of year	$	43,829		$	47,777		$	52,576

Changes in the allowance for loan and lease losses by loan category as of December 31 were as follows:

	2013
			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	$	7,926	$	3,268		$	24,151	$	3,599	$	522		$	5,173	$	3,138	$	47,777
Provision for loan and lease losses	5,385		(3,115		)	2,659		593		(132		)	1,937		1,387		8,714
Gross charge-offs	3,415		1			8,326		1,016		335			2,409		1,781		17,283
Recoveries	672		672			1,994		203		310			508		262		4,621
Total net charge-offs	2,743		(671		)	6,332		813		25			1,901		1,519		12,662
Ending allowance for loan and lease losses	$	10,568	$	824		$	20,478	$	3,379	$	365		$	5,209	$	3,006	$	43,829
Ending allowance on loans individually evaluated for impairment	$	2,080	$	0		$	2,872	$	348	$	0		$	2	$	0	$	5,302
Ending allowance on loans collectively evaluated for impairment	8,488		824			17,606		3,031		365			5,207		3,006		38,527
Ending allowance for loan and lease losses	$	10,568	$	824		$	20,478	$	3,379	$	365		$	5,209	$	3,006	$	43,829
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	10,391	$	0		$	18,023	$	3,493	$	122		$	648	$	0	$	32,677
Ending balance of loans collectively evaluated for impairment	1,025,277		80,741			1,478,964		349,438		47,011			375,806		115,727		3,472,964
Total loans, excluding covered loans	$	1,035,668	$	80,741		$	1,496,987	$	352,931	$	47,133		$	376,454	$	115,727	$	3,505,641

82 First Financial Bancorp 2013 Annual Report

	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

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 further detail regarding covered loan accounting and the related allowance, see Note 1 - Summary of Significant Accounting Policies.

First Financial updated the valuations related to covered loans periodically during 2013 and, as a result of impairment in certain loan pools, recognized provision expense of $0.2 million and realized net charge-offs of $26.5 million, resulting in an ending allowance of $18.9 million as of December 31, 2013. During 2012, the Company recognized total provision expense of $30.9 million and realized net charge-offs of $28.5 million, resulting in an ending allowance of $45.2 million.  During

First Financial Bancorp 2013 Annual Report 83

Notes To Consolidated Financial Statements

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.

First Financial also recognized expenses of $5.9 million for 2013, $13.2 million for 2012 and $12.8 million for 2011 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 $3.7 million for 2013, $35.3 million for 2012, and $60.9 million for 2011, 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 as of December 31 was:

(Dollars in thousands)	2013		2012
Commercial	$	9,400	$	19,136
Real estate - commercial	8,515		22,918
Real estate - residential	761		2,599
Installment	225		537
Total	$	18,901	$	45,190

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)	2013			2012			2011
Balance at beginning of year	$	45,190		$	42,835		$	16,493
Provision for loan and lease losses	195			30,903			64,081
Loans charged-off	(39,224		)	(33,907		)	(45,604		)
Recoveries	12,740			5,359			7,865
Balance at end of year	$	18,901		$	45,190		$	42,835

12. Premises and Equipment

Premises and equipment at December 31 were as follows:

(Dollars in thousands)	2013		2012
Land and land improvements	$	40,802	$	41,550
Buildings	108,231		107,939
Furniture and fixtures	59,563		63,248
Leasehold improvements	19,070		23,941
Construction in progress	184		4,653
	227,850		241,331
Less accumulated depreciation and amortization	90,740		94,615
Total	$	137,110	$	146,716

Rental expense recorded under operating leases in 2013, 2012 and 2011 was $8.3 million, $7.5 million and $9.5 million, respectively.

84 First Financial Bancorp 2013 Annual Report

First Financial's future minimum lease payments for operating leases are as follows: 

(Dollars in thousands)
2014	$	7,527
2015	6,903
2016	5,935
2017	4,733
2018	4,046
Thereafter	18,840
Total	$	47,984

13. 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.

The following is a summary of short-term borrowings for the last three years:

	2013				2012				2011
(Dollars in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
At December 31,
Federal funds purchased and securities sold under agreements to repurchase	$	94,749	0.05	%	$	122,570	0.13	%	$	99,431	0.10	%
Federal Home Loan Bank borrowings	654,000		0.17	%	502,000		0.17	%	0		N/A
Total	$	748,749	0.16	%	$	624,570	0.16	%	$	99,431	0.10	%
Average for the year
Federal funds purchased and securities sold under agreements to repurchase	$	115,486	0.08	%	$	86,980	0.08	%	$	96,060	0.17	%
Federal Home Loan Bank borrowings	472,062		0.23	%	111,295		0.17	%	0		N/A
Total	$	587,548	0.20	%	$	198,275	0.13	%	$	96,060	0.17	%
Maximum month-end balances
Federal funds purchased and securities sold under agreements to repurchase	$	158,911			$	170,751			$	105,291
Federal Home Loan Bank borrowings	654,000				502,000				0

Long-term debt primarily 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 $52.5 million in repurchase agreements which have remaining maturities of less than 2 years and a weighted average rate of 3.49%. 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, 2013, had collateral pledged with a book value of $3.0 billion.

First Financial Bancorp 2013 Annual Report 85

Notes To Consolidated Financial Statements

The following is a summary of First Financial's long-term debt:

	2013				2012
(Dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Federal Home Loan Bank	$	7,505	3.72	%	$	9,427	3.74	%
National Market Repurchase Agreement	52,500		3.49	%	65,000		3.50	%
Capital loan with municipality	775		0.00	%	775		0.00	%
Total long-term debt	$	60,780	3.48	%	$	75,202	3.49	%

As of December 31, 2013, the long-term debt matures as follows:

(Dollars in thousands)	FHLB		Repurchase Agreement
2014	$	28	$	27,500
2015	29		25,000
2016	28		0
2017	29		0
2018	4,300		0
Thereafter	3,091		0
Total	$	7,505	$	52,500

14. Income Taxes

Income tax expense consisted of the following components:

(Dollars in thousands)	2013			2012			2011
Current expense
Federal	$	41,679		$	45,571		$	46,270
State	2,883			4,956			6,493
Total current expense	44,562			50,527			52,763
Deferred (benefit) expense
Federal	(21,393		)	(12,499		)	(12,836		)
State	(3,935		)	(1,586		)	(1,627		)
Total deferred (benefit) expense	(25,328		)	(14,085		)	(14,463		)
Income tax expense	$	19,234		$	36,442		$	38,300

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)	2013			2012			2011
Income taxes computed at federal statutory rate (35%) on income before income taxes	$	23,646		$	36,311		$	36,763
Tax-exempt income	(1,266		)	(626		)	(586		)
Bank-owned life insurance	(409		)	(680		)	(612		)
Tax credits	(1,100		)	(1,200		)	(1,200		)
State income taxes, net of federal tax benefit	(588		)	2,191			3,163
Tax settlement of unconsolidated subsidiary	(1,318		)	0			0
Other	269			446			772
Income tax expense	$	19,234		$	36,442		$	38,300

86 First Financial Bancorp 2013 Annual Report

The major components of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2013, and 2012, were as follows:

(Dollars in thousands)	2013			2012
Deferred tax assets
Allowance for loan and lease losses	$	23,074		$	35,107
Deferred compensation	564			496
Mark to market adjustment on loans and derivatives	77			128
Postretirement benefits other than pension liability	86			113
Accrued stock-based compensation	1,222			1,681
Other reserves	143			438
Other real estate owned write-downs	2,507			3,640
Accrued expenses	3,617			4,611
Net unrealized losses on investment securities and derivatives	8,871			0
Other	1,390			1,094
Total deferred tax assets	41,551			47,308
Deferred tax liabilities
Tax depreciation greater than book depreciation	(7,450		)	(7,997		)
FHLB and FRB stock	(6,230		)	(17,060		)
Mortgage-servicing rights	(12		)	(109		)
Leasing activities	(3,833		)	(1,919		)
Deferred section 597 gain	(20,550		)	(41,614		)
Prepaid pension	(15,727		)	(5,839		)
Intangible assets	(11,612		)	(10,214		)
Deferred loan fees and costs	(2,136		)	(1,737		)
Prepaid expenses	(535		)	(721		)
Net unrealized gains on investment securities and derivatives	0			(7,682		)
Fair value adjustments on acquisitions	(6,714		)	(17,181		)
Other	(1,180		)	(1,803		)
Total deferred tax liabilities	(75,979		)	(113,876		)
Total net deferred tax liability	$	(34,428	)	$	(66,568	)

At December 31, 2013, and 2012, 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, 2013 and 2012.

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. Tax years 2010 through 2012 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 2012 remain open to state and local examination by various other jurisdictions.

First Financial Bancorp 2013 Annual Report 87

Notes To Consolidated Financial Statements

15. 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, 2013
	Total other comprehensive income															Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification			Reclassification from			Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain (loss) on investment securities	$	(44,365	)	$	1,724		$	(46,089	)	$	16,998		$	(29,091	)	$	12,802		$	(29,091	)	$	(16,289	)
Unrealized gain (loss) on derivatives	778			(412		)	1,190			(445		)	745			(143		)	745			602
Retirement obligation	17,054			(8,460		)	25,514			(9,741		)	15,773			(31,338		)	15,773			(15,565		)
Foreign currency translation	(31		)	0			(31		)	0			(31		)	2			(31		)	(29		)
Total	$	(26,564	)	$	(7,148	)	$	(19,416	)	$	6,812		$	(12,604	)	$	(18,677	)	$	(12,604	)	$	(31,281	)

	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 (loss) on investment securities	$	214		$	(81	)	$	133		$	12,669		$	133		$	12,802
Unrealized gain (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 (loss) on investment securities	$	5,792		$	(2,187	)	$	3,605		$	9,064		$	3,605		$	12,669
Unrealized gain (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	)

88 First Financial Bancorp 2013 Annual Report

The following table details the activity reclassified from accumulated other comprehensive income into income during the period:

	December 31, 2013
(Dollars in thousands)	Amount Reclassified from Accumulated Other Comprehensive Income (1)			Affected Line Item in the Consolidated Statements of Income
Gains and loss on cash flow hedges
Interest rate contracts	$	(412	)	Interest expense - deposits
Realized gains and losses on securities available-for-sale	1,724			Gains on sales of investments securities
Defined benefit pension plan
Amortization of prior service cost	423			(2)
Recognized net actuarial loss	(2,709		)	(2)
Pension settlement charges	(6,174		)	Pension settlement charges
Amortization and settlement charges of defined benefit pension items	(8,460		)
Total reclassifications for the period, before tax	$	(7,148	)

⁽¹⁾ Negative amounts are debits to profit/loss.

⁽²⁾ Included in the computation of net periodic pension cost (see Note 17 - Employee Benefit Plans for additional details).

16. 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, 2013, that First Financial met all capital adequacy requirements to which it is subject. At December 31, 2013 and 2012, regulatory notifications categorized First Financial as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial 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 categorization.

First Financial's Tier 1 capital is comprised of total shareholders' equity less unrealized gains and losses on investment securities available-for-sale, accounted for under FASB ASC Topic 320, Investments-Debt and Equity Securities, and any amounts resulting from the application of FASB ASC Topic 715, Compensation-Retirement Benefits, that are recorded within accumulated other comprehensive income (loss), intangible assets and any valuation related to mortgage servicing rights. 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 intangible assets, mortgage servicing assets and the allowance for loan and lease losses.

First Financial Bancorp 2013 Annual Report 89

Notes To Consolidated Financial Statements

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, 2013
Total capital to risk-weighted assets
Consolidated	$	679,074	15.88	%	$	342,092	8.00	%	N/A		N/A
First Financial Bank	588,643		13.80	%	341,184		8.00	%	$	426,480	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	624,850		14.61	%	171,046		4.00	%	N/A		N/A
First Financial Bank	527,712		12.37	%	170,592		4.00	%	255,888		6.00	%
Tier 1 capital to average assets
Consolidated	624,850		10.11	%	247,106		4.00	%	N/A		N/A
First Financial Bank	527,712		8.55	%	246,739		4.00	%	308,423		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, 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	%

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, and expires on April 28, 2014.

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 is subject to market conditions and quarterly evaluation by the board as well as balance sheet composition and growth. The Company repurchased 750,145 shares under this plan during 2013 at an average price of $15.70 per share and 460,500 shares under this plan during 2012 at an average price of $14.78. At December 31, 2013, 3,789,355 common shares remained available for purchase under this repurchase plan.

90 First Financial Bancorp 2013 Annual Report

17. 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.

Prior to the fourth quarter of 2013, plan assets were administered and managed by the Wealth Management division of First Financial Bank, N.A. During the fourth quarter of 2013, the investment management and trustee services were transitioned to a third party vendor. As of December 31, 2013, plan assets were primarily invested in publicly traded equity mutual funds and fixed income mutual 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 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.

First Financial re-measured the Company's pension assets and liabilities, and recognized pension settlement charges, as a result of the year-to-date level of lump sum distributions from the Company's pension plan. Consistent with FASB ASC Topic 715, Compensation - Retirement Benefits, pension settlement charges are an acceleration of previously deferred costs that would have been recognized in future periods and are triggered when lump sum distributions exceed an annual accounting threshold for the plan. These pension settlement charges were a result of employee-related changes, including staff retirements as well as reductions due to recent efficiency initiatives, and the resulting lump sum distributions from the plan. First Financial recognized pension settlement charges of $6.2 million for the year ended December 31, 2013. The accounting threshold for lump sum distributions reset January 1, 2014.

As a result of the plan’s updated actuarial projections for 2013 as well as the previously mentioned settlement charges, First Financial recorded expenses related to its pension plan of $5.5 million for 2013, compared to income of $0.5 million and $1.3 million for 2012 and 2011, respectively. First Financial made no cash contributions to the pension plan in 2013 and does not expect to make a cash contribution to the plan in 2014. 

First Financial Bancorp 2013 Annual Report 91

Notes To Consolidated Financial Statements

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)	2013			2012
Change in benefit obligation
Benefit obligation at beginning of year	$	67,678		$	63,910
Service cost	3,705			3,483
Interest cost	2,319			2,550
Amendments	124			0
Actuarial loss	(6,745		)	3,822
Benefits paid, excluding settlement	(1,111		)	(6,087		)
Settlements	(10,379		)	0
Benefit obligation at end of year	55,591			67,678
Change in plan assets
Fair value of plan assets at beginning of year	123,716			114,972
Actual return on plan assets	19,421			14,831
Employer contribution	0			0
Benefits paid, excluding settlement	(1,111		)	(6,087		)
Settlements	(10,379		)	0
Fair value of plan assets at end of year	131,647			123,716
Amounts recognized in the Consolidated Balance Sheets
Assets	76,056			56,038
Liabilities	0			0
Net amount recognized	$	76,056		$	56,038
Amounts recognized in accumulated other comprehensive income (loss)
Net actuarial loss	$	28,411		$	54,471
Net prior service cost	(3,573		)	(4,119		)
Deferred tax assets	(9,273		)	(19,014		)
Net amount recognized	$	15,565		$	31,338
Change in accumulated other comprehensive income (loss)	$	(15,773	)	$	(2,798	)
Accumulated benefit obligation	$	53,664		$	64,273

92 First Financial Bancorp 2013 Annual Report

Components of net periodic benefit cost
	December 31,
(Dollars in thousands)	2013			2012			2011
Service cost	$	3,705		$	3,483		$	3,177
Interest cost	2,319			2,550			2,723
Expected return on assets	(8,988		)	(9,055		)	(9,020		)
Amortization of prior service cost	(423		)	(423		)	(423		)
Recognized net actuarial loss	2,709			2,964			2,194
Settlement charges	6,174			0			0
Net periodic benefit (income) cost	5,496			(481		)	(1,349		)
Other changes recognized in accumulated other comprehensive income
Net actuarial (gain) loss	(17,178		)	(1,954		)	22,423
Prior service cost	124			0			0
Amortization of prior service cost	423			423			423
Amortization of gain	(2,709		)	(2,964		)	(2,194		)
Settlement charges	(6,174		)	0			0
Total recognized in accumulated other comprehensive income	(25,514		)	(4,495		)	20,652
Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	(20,018	)	$	(4,976	)	$	19,303
Amount expected to be recognized in net periodic pension expense in the coming year
Amortization of loss	$	1,926		$	3,248		$	3,039
Amortization of prior service credit	(413		)	(423		)	(423		)

Weighted-average assumptions to determine
	December 31,
	2013		2012
Benefit obligations
Discount rate	4.62	%	3.73	%
Rate of compensation increase	3.50	%	3.50	%
Net periodic benefit cost
Discount rate	3.73	%	4.22	%
Expected return on plan assets	7.50	%	7.50	%
Rate of compensation increase	3.50	%	3.50	%

The fair value of the plan assets as of December 31, 2013 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
Cash	$	126	$	126	$	0	$	0
Fixed income mutual funds	50,277		50,277		0		0
Equity mutual funds	81,244		81,244		0		0
Total	$	131,647	$	131,647	$	0	$	0

First Financial Bancorp 2013 Annual Report 93

Notes To Consolidated Financial Statements

The fair value of the plan assets as of December 31, 2012 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	$	1,338	$	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

An 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 21 – 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
2014	$	3,851
2015	3,840
2016	5,588
2017	4,066
2018	4,893
Thereafter	27,203

Effective January 1, 2014 all active plan participants will immediately vest in their benefit, compared to the three year vesting period in effect as of December 31, 2013. Also beginning January 1, 2014, the Pension Plan will no longer offer additional benefits for associates with compensation in excess of 50% of the Social Security wage base.

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. Prior to January 1, 2014, First Financial contributed $1.00 for every $1.00 an employee contributed up to 3.00% of the employee's earnings and then contributed $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 $2.4 million during 2013, $2.6 million during 2012 and $2.7 million during 2011.

Effective January 1, 2014, First Financial will make matching contributions based on the Company's performance compared to its identified peer group, with the amount of the matching contribution to be determined utilizing management's discretion, and not exceeding 3% of the employee's annual earnings.

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 $88.7 million and $84.5 million at December 31, 2013, and 2012, respectively.

94 First Financial Bancorp 2013 Annual Report

18. 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)	2013		2012		2011
Numerator
Net income	$	48,349	$	67,303	$	66,739
Denominator
Basic earnings per common share - weighted average shares	57,270,233		57,876,685		57,691,979
Effect of dilutive securities
Employee stock awards	692,050		873,293		907,428
Warrants	110,771		118,814		93,798
Diluted earnings per common share - adjusted weighted average shares	58,073,054		58,868,792		58,693,205
Earnings per share available to common shareholders
Basic	$	0.84	$	1.16	$	1.16
Diluted	$	0.83	$	1.14	$	1.14

Warrants to purchase 465,117 shares of the Company's common stock were outstanding as of December 31, 2013, 2012 and 2011, respectively. These warrants, each representing the right to purchase one share of common stock, no par value per share, have an exercise price of $12.12 and expire on December 23, 2018.

Stock options and warrants, with an exercise price 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 215,452, 1,092,253 and 420,076 at December 31, 2013, 2012 and 2011, respectively. 

19. 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, 2013, and 2012, was $3.8 million and $4.2 million, respectively. Total unrecognized compensation cost related to nonvested share-based compensation was $4.2 million at December 31, 2013 and is expected to be recognized over a weighted average period of 1.9 years.

As of December 31, 2013, 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, non-qualified 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, 2013, there were 1,502,848 shares and 25,647 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 utilizes 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

First Financial Bancorp 2013 Annual Report 95

Notes To Consolidated Financial Statements

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 2013, 2012 or 2011.

Stock option activity for the year ended December 31, 2013, 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	1,991,375		$	14.13
Granted	0		0.00
Exercised	(841,888	)	12.84
Forfeited or expired	(162,811	)	16.62
Outstanding at end of year	986,676		$	14.82	2.5 years	$	2,641
Exercisable at end of year	986,676		$	14.82	2.5 years	$	2,641

The intrinsic value of stock options is defined as the difference between the current market value and the exercise price. First Financial uses treasury shares purchased under the Company's share repurchase program to satisfy share-based exercises.

	2013		2012		2011
Total intrinsic value of options exercised	$	3,247	$	1,277	$	477
Cash received from exercises	$	73	$	320	$	150
Tax benefit from exercises	$	1,422	$	1,576	$	1,421

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 one year for non-employee directors. The vesting of these awards for employees and non-employee directors only require a service period to be met, however, in 2013, additional awards were granted which also require certain performance measures to be met.

Activity in restricted stock for the previous three years ended December 31 is summarized as follows:

	2013				2012				2011
	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	518,756		$	16.65	518,736		$	15.99	485,498		$	15.63
Granted	302,175		15.65		290,706		17.00		261,356		16.02
Vested	(263,302	)	16.63		(228,233	)	15.58		(200,525	)	14.87
Forfeited	(101,597	)	16.26		(62,453	)	16.61		(27,593	)	18.10
Nonvested at end of year	456,032		$	16.00	518,756		$	16.65	518,736		$	15.99

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 2013 was $4.4 million.

96 First Financial Bancorp 2013 Annual Report

20. 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)	2013			2012			2011
Beginning balance	$	10,426		$	10,599		$	10,375
Additions	827			1,791			1,297
Deductions	(3,156		)	(1,964		)	(1,073		)
Ending balance	$	8,097		$	10,426		$	10,599
Loans 90 days past due	$	0		$	0		$	0

Related parties of First Financial, as defined for inclusion in the table above, were clients of and had transactions with subsidiaries of First Financial in the ordinary course of business during the periods noted. 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 non-related parties, and did not involve greater than a normal risk of collectibility or present other unfavorable features.

21. Fair Value Disclosures

Fair Value Measurement

The fair value framework as disclosed in the Fair Value Measurements and Disclosure Topic of 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 observable market 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 administrator’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 administrator’s month-end pricing process includes a series of quality assurance activities where prices are

First Financial Bancorp 2013 Annual Report 97

Notes To Consolidated Financial Statements

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. Fair value of the FDIC indemnification asset was estimated using projected cash flows related to the loss sharing agreements based on expected reimbursements for losses and the applicable loss sharing percentages. 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, and may be impacted by the relatively short remaining term of loss sharing coverage on covered commercial assets. The five year period of loss protection will expire for the majority of First Financial's covered

98 First Financial Bancorp 2013 Annual Report

commercial loans and covered OREO during the third quarter of 2014. 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.

First Financial Bancorp 2013 Annual Report 99

Notes To Consolidated Financial Statements

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, 2013
Financial assets
Cash and short-term investments	$	143,450	$	143,450	$	143,450	$	0	$	0
Investment securities held-to-maturity	837,272		824,985		0		824,985		0
Other investments	47,427		47,427		0		47,427		0
Loans held for sale	8,114		8,114		0		8,114		0
Loans, excluding covered loans	3,461,812		3,455,776		0		0		3,455,776
Covered loans	438,972		451,545		0		0		451,545
FDIC indemnification asset	45,091		34,820		0		0		34,820
Financial liabilities
Deposits
Noninterest-bearing	$	1,147,452	$	1,147,452	$	0	$	1,147,452	$	0
Interest-bearing demand	1,125,723		1,125,723		0		1,125,723		0
Savings	1,612,005		1,612,005		0		1,612,005		0
Time	952,327		951,220		0		951,220		0
Total deposits	4,837,507		4,836,400		0		4,836,400		0
Short-term borrowings	748,749		748,749		748,749		0		0
Long-term debt	60,780		62,706		0		62,706		0

100 First Financial Bancorp 2013 Annual Report

	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 2013 Annual Report 101

Notes To Consolidated Financial Statements

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, 2013
Assets
Derivatives	$	0	$	13,477	$	0	$	(13,477	)	$	0
Available-for-sale investment securities	7,976		905,625		0		0			913,601
Total	$	7,976	$	919,102	$	0	$	(13,477	)	$	913,601
Liabilities
Derivatives	$	0	$	14,431	$	0	$	(13,477	)	$	954

	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

⁽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, 2013
Assets
Impaired loans (1)	$	0	$	0	$	13,699
OREO	0		0		5,358
Covered OREO	0		0		8,937

102 First Financial Bancorp 2013 Annual Report

	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

⁽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), observable market data for similar assets and liabilities (Level 2), and independent third party valuations and borrower records, discounted as appropriate (Level 3).

22. First Financial Bancorp. (Parent Company Only) Financial Information

Balance Sheets

	December 31,
(Dollars in thousands)	2013		2012
Assets
Cash	$	88,420	$	106,196
Investment securities, available for sale	229		3,623
Other investments	4,851		0
Subordinated notes from subsidiaries	7,500		7,500
Investment in subsidiaries
Commercial banks	557,872		575,701
Nonbanks	18,682		18,671
Total investment in subsidiaries	576,554		594,372
Premises and equipment	1,455		1,706
Other assets	13,942		15,058
Total assets	$	692,951	$	728,455
Liabilities
Dividends payable	$	9,178	$	16,869
Other liabilities	1,612		1,161
Total liabilities	10,790		18,030
Shareholders’ equity	682,161		710,425
Total liabilities and shareholders’ equity	$	692,951	$	728,455

First Financial Bancorp 2013 Annual Report 103

Notes To Consolidated Financial Statements

Statements of Income

	Years Ended December 31,
(Dollars in thousands)	2013			2012			2011
Income
Interest income	$	75		$	55		$	70
Noninterest income	0			421			0
Dividends from subsidiaries	58,700			73,800			48,700
Total income	58,775			74,276			48,770
Expenses
Interest expense	0			0			391
Provision for loan and lease losses	0			0			739
Salaries and employee benefits	4,042			4,612			4,449
Miscellaneous professional services	663			916			719
Other	5,059			5,209			5,240
Total expenses	9,764			10,737			11,538
Income before income taxes and equity in undistributed net earnings of subsidiaries	49,011			63,539			37,232
Income tax benefit	(3,659		)	(3,869		)	(4,263		)
Equity in undistributed (loss) earnings of subsidiaries	(4,321		)	(105		)	25,244
Net income	$	48,349		$	67,303		$	66,739

104 First Financial Bancorp 2013 Annual Report

Statements of Cash Flows

	Years Ended December 31,
(Dollars in thousands)	2013			2012			2011
Operating activities
Net income	$	48,349		$	67,303		$	66,739
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed loss (earnings) of subsidiaries	4,321			105			(25,244		)
Provision for loan and lease losses	0			0			739
Depreciation and amortization	26			27			31
Stock-based compensation expense	3,803			4,186			3,935
Deferred income taxes	(676		)	(207		)	(509		)
(Decrease) increase in dividends payable	(7,691		)	673			10,342
Increase (decrease) in other liabilities	7,719			(1,799		)	(10,003		)
Decrease (increase) in other assets	1,266			(139		)	(241		)
Net cash provided by operating activities	57,117			70,149			45,789
Investing activities
Proceeds from calls and maturities of investment securities	48			0			158
Purchases of investment securities	(88		)	(474		)	(137		)
Net decrease in loans	0			0			2,681
Purchases of premises and equipment	(80		)	0			0
Other	307			109			514
Net cash provided by (used in) investing activities	187			(365		)	3,216
Financing activities
Redemption of junior subordinated debentures	0			0			(20,620		)
Cash dividends paid on common stock	(61,429		)	(67,797		)	(35,312		)
Treasury stock purchase	(11,778		)	(6,806		)	0
Proceeds from exercise of stock options, net of shares purchased	73			320			63
Excess tax benefit on share-based compensation	686			438			259
Other	(2,632		)	(1,400		)	478
Net cash used in financing activities	(75,080		)	(75,245		)	(55,132		)
Decrease in cash	(17,776		)	(5,461		)	(6,127		)
Cash at beginning of year	106,196			111,657			117,784
Cash at end of year	$	88,420		$	106,196		$	111,657

First Financial Bancorp 2013 Annual Report 105

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
2013
Interest income	$	63,509	$	62,321		$	59,531	$	59,847
Interest expense	4,843		4,243			3,759		4,043
Net interest income	58,666		58,078			55,772		55,804
Provision for loan and lease losses - uncovered	3,041		2,409			1,413		1,851
Provision for loan and lease losses - covered	9,042		(8,283		)	5,293		(5,857		)
Noninterest income
Gain on sale of investment securities	1,536		188			0		0
FDIC loss sharing income	8,934		(7,384		)	5,555		(3,385		)
Accelerated discount on covered loans	1,935		1,935			1,711		1,572
All other	14,293		16,876			15,025		14,856
Total noninterest income	26,698		11,615			22,291		13,043
Noninterest expenses	53,106		53,283			48,801		70,285
Income before income taxes	20,175		22,284			22,556		2,568
Income tax expense	6,351		6,455			7,645		(1,217		)
Net income	$	13,824	$	15,829		$	14,911	$	3,785
Earnings per common share:
Basic	$	0.24	$	0.28		$	0.26	$	0.07
Diluted	$	0.24	$	0.27		$	0.26	$	0.07
Cash dividends paid per common share	$	0.28	$	0.28		$	0.24	$	0.27
Market price
High	$	16.07	$	16.05		$	16.47	$	17.59
Low	$	14.46	$	14.52		$	14.89	$	14.56
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

First Financial Bancorp common stock trades on the Nasdaq Stock Market under the symbol FFBC.

106 First Financial Bancorp 2013 Annual Report

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, 2008 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

	2008	2009	2010	2011	2012	2013
First Financial Bancorp	100.00	123.17	160.07	151.31	143.25	181.37
Nasdaq Composite Index	100.00	145.34	171.70	170.34	200.54	281.07
KBW Regional Bank Index	100.00	77.93	93.84	88.98	100.77	147.93

First Financial Bancorp 2013 Annual Report 107

Shareholder Information

2013 Annual Shareholder Meeting

The annual meeting of shareholders will be held on Tuesday, May 27, 2014, 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 and 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

Senior 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

108 First Financial Bancorp 2013 Annual Report

First Financial Bancorp A L w A YS G R o w ING . 2 0 1 3 A n n u a l R e p o r t 1 8 6 3 ➔ 2 0 1 3 Y E A R S 1 5 0

LEGACY that inspires our FUTURE 150 years of continuous banking service is a remarkable milestone! The Beginning It all started on Saturday, August 15, 1863, when the First National Bank of Hamilton opened for business under Charter #56 which was granted as a result of the National Bank Act of 1863. At that time, our country was experiencing the struggle of the Civil War as well as other challenges throughout the frontier. The decision to start a bank in those wild and uncertain times impacted the course of history for Hamilton and First Financial for the next 15 decades. The courage and determination of our founders helped prepare us for the wild and uncertain times we have today. Then, as now, banks were valued by their communities as a source of economic growth and vitality. So it was with Hamilton. From its original storefront, the bank grew and occupied various downtown buildings over the years. Our current location in downtown Hamilton opened on August 30, 1930, and was completed at a cost “not to exceed $550,000.” Once again our predecessors showed courage and determination by moving forward during one of the most uncertain of times - the Great Depression. The historic stock market crash occurred on Black Tuesday, October 29, 1929, and 744 banks failed in the first ten months of 1930. Looking back, the bank’s decision to invest in the community and its future has shaped the company that we are today. Strategic Decisions in the 1980’s In the early 1980’s, the bank and thrift industry changed dramatically through deregulation and the savings and loan crisis. Financial institutions were able to offer new products and determine their own interest rates for deposits and loans among other things. This legislation changed the landscape of banking, and created a new vision for bank President Richard Fitton, the bank’s management and board of directors - a vision for an affiliation of community banks that would be stronger together than they could be alone. That vision became a reality when the holding company, First Financial Bancorp, was formed on April 26, 1983. At that time, First Financial acquired the stock of First National Bank of Southwestern Ohio in Hamilton and Citizens Commercial Bank & Trust in Celina. Of note, attorney Murph Knapke, a board member of Citizens Commercial and resident of Celina was named to the board of First Financial when it was formed. Mr. Knapke continues his service today as Chairman of the Board of Directors.

Fun Facts About Our History Until 1935, the First National Bank of Hamilton issued its own currency called national bank notes. These notes were legal tender for citizens to buy goods, borrow money and make deposits. In the Hamilton flood of 1913, bank officials removed records from the vault in the bank’s basement before nine feet of water flooded the banking room and left behind six inches of mud. Three days later, with currency shipped in from Cincinnati, the bank quickly reopened and calmed the fears of anxious clients. The Trust Department came along in 1923 when Federal Banking laws permitted these services to be performed by banks. Over the years, the Trust Department has built a strong reputation and earned the confidence and respect of its clients and the community. In the early 1950’s, the bank began to branch out. By 1969, there were branches in Seven Mile, Oxford, Fairfield and Ross. In 1967, the bank announced a major expansion program to renovate space for a more sophisticated computer and high-speed proof equipment. Computers and technology were coming of age in the banking business. First Financial Bank opened on August 15, 1863, at 239 High Street in Hamilton, Ohio.

Growth of the First Financial Network Attracting other like-minded banks to join the holding company was a mission for First Financial leadership. And they did it well. By 1989, five banks were part of the holding company and a sixth had signed an agreement to come on board. Our 1989 annual report described First Financial as a “community of shareholders, customers and associates … a community founded on service, benefiting from service and committed to service.” That same mission drives our business today. First Financial continued to grow through affiliations, mergers and acquisitions. We expanded in Ohio, Indiana, Kentucky and even Michigan for a few years. We also recognize the importance of our more recent acquisitions. In 2009, the recession was in full force, unemployment was growing and the housing industry hit bottom. The environment didn’t seem to be conducive for growth. But grow we did … through the FDIC-assisted acquisitions of Peoples Community Bank, Irwin Union Bank and Trust and Irwin Union Bank, F.S.B. nearly doubling our size and strengthening our presence in Cincinnati, Indianapolis and south central Indiana. Then in 2011, there were strategic acquisitions of branches in Dayton and Indianapolis. Each of these acquisitions stretched our organization and our associates, and positioned us as a stronger bank for the future. It have may have been easier to coast along in 2009 and 2011 hoping things would get better. But with courage and determination, we capitalized on these growth opportunities just as our predecessors had responded to opportunities since 1863. We continue to add strategically located banking centers and our geographic presence is expanding once again in Columbus, Ohio and Fort Wayne, Indiana. First Financial and the Community From the beginning, our founders understood that the company’s long-term success was dependent upon the success of the community and its residents. Community involvement and giving back have always been an integral part of the company philosophy. Today, as in the past, our associates share their time, talents and experiences in serving local governments, school boards and organizations in their communities. In addition, the company shares its financial resources in three targeted areas where it can make the greatest impact: economic development, financial literacy for children and adults and affordable family housing. This makes such a positive difference in our communities, and carries on the great example set by those who came before us. By 1989, FIVE BANKS were part of the holding company until 1935, the First National Bank of Hamilton issued its own currency in the form of national bank notes.

The Last 10 Years The First Financial story is one of change based on a firm foundation of time-tested principles and values with a passion for service. First Financial has gone through a makeover in the last ten years. Every area of the company has been touched and retooled. Here are a few highlights: Articulation and execution of our mission statement and strategic plan, the roadmap for our future. Our singular brand that brought together different names, colors, logos and tag lines to create a more consistent and recognizable experience for our clients, shareholders and the community. The excitement of opening the NASDAQ market in New York City on June 1, 2006. The development of an award-winning sales center design that includes visual merchandising and an open environment where every client touch point reflects who we are and what we do to help our clients be more successful. Using new technologies to improve products and service delivery for the changing needs of our clients. New processing systems that add efficiency for us and deliver improved service for our clients. An evolving organizational structure that enables us to stay close to clients and remain relevant in their lives. More comfortable working environments like the Corporate Administration Center and First Financial Center in Cincinnati, and our associate training and development centers in Hamilton and downtown Columbus, Indiana that promote team work and camaraderie among our associates. Celebrating our Legacy in 2013 We believe that 150 years in business is a big deal. That’s why we engaged our associates, clients and the community in our celebration: Associates enjoyed learning the story of First Financial through a special 150th anniversary video and a weeklong celebration that included trivia questions, giveaways and a company-wide birthday party. Clients benefited from special anniversary offers including a Celebration CD, cash bonus offers and bill payment contest. 15 organizations each received a $10,000 grant to support their good work in the communities we serve. Our associates had the opportunity to nominate local organizations for consideration. The recipient organizations were announced in December 2013 and the list may be found on our website: www.bankatfirst.com. Visit the company’s Facebook page for some great photos of the check presentations. As we reflect on the history of First Financial, it’s clear that a focus on clients, strategic thinking, smart ideas, community involvement, courage, determination and leveraging the right opportunities have been foundational to our company’s survival and success over the last 150 years. We look forward to safeguarding the values, principles and hard work of those that came before us … and to continue serving our clients, our communities and shareholders well into the future. we’re here, now, always growing. The strong foundation we have cultivated over the last 150 years is one based on time-tested principles and values with a passion for service.

EX-21

EXHIBIT 21

FIRST FINANCIAL BANCORP. SUBSIDIARIES (as of 12/31/13)

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 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 Union Realty Corporation	Indiana
First Financial Securities Group, Inc.	Delaware
First Financial Preferred Capital, Inc.	Ohio
FFBC Capco, Inc.	Indiana
FSWO Subsidiary, LLC	Indiana
MXG, Inc.	Ohio
NXG, LLC	Ohio
NZG, LLC	Ohio

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, 2014, 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, 2013.

 /s/ Ernst & Young LLP

Cincinnati, Ohio

February 25, 2014

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:	2/25/2014	/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, Chief Financial Officer and Chief Administrative 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:	2/25/2014	/s/ Anthony M. Stollings
		Anthony M. Stollings Executive Vice President, Chief Financial Officer and Chief Administrative 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, 2013, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on February 25, 2014 (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, 2014

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, 2013, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on February 25, 2014 (the “Report”), I, Anthony M. Stollings, Executive Vice President, Chief Financial Officer and Chief Administrative 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, Chief Financial Officer and Chief Administrative Officer

February 25, 2014

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INCOME TAXES INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2013

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)	2013			2012			2011
Current expense
Federal	$	41,679		$	45,571		$	46,270
State	2,883			4,956			6,493
Total current expense	44,562			50,527			52,763
Deferred (benefit) expense
Federal	(21,393		)	(12,499		)	(12,836		)
State	(3,935		)	(1,586		)	(1,627		)
Total deferred (benefit) expense	(25,328		)	(14,085		)	(14,463		)
Income tax expense	$	19,234		$	36,442		$	38,300

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)	2013			2012			2011
Income taxes computed at federal statutory rate (35%) on income before income taxes	$	23,646		$	36,311		$	36,763
Tax-exempt income	(1,266		)	(626		)	(586		)
Bank-owned life insurance	(409		)	(680		)	(612		)
Tax credits	(1,100		)	(1,200		)	(1,200		)
State income taxes, net of federal tax benefit	(588		)	2,191			3,163
Tax settlement of unconsolidated subsidiary	(1,318		)	0			0
Other	269			446			772
Income tax expense	$	19,234		$	36,442		$	38,300

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, 2013, and 2012, were as follows:

(Dollars in thousands)	2013			2012
Deferred tax assets
Allowance for loan and lease losses	$	23,074		$	35,107
Deferred compensation	564			496
Mark to market adjustment on loans and derivatives	77			128
Postretirement benefits other than pension liability	86			113
Accrued stock-based compensation	1,222			1,681
Other reserves	143			438
Other real estate owned write-downs	2,507			3,640
Accrued expenses	3,617			4,611
Net unrealized losses on investment securities and derivatives	8,871			0
Other	1,390			1,094
Total deferred tax assets	41,551			47,308
Deferred tax liabilities
Tax depreciation greater than book depreciation	(7,450		)	(7,997		)
FHLB and FRB stock	(6,230		)	(17,060		)
Mortgage-servicing rights	(12		)	(109		)
Leasing activities	(3,833		)	(1,919		)
Deferred section 597 gain	(20,550		)	(41,614		)
Prepaid pension	(15,727		)	(5,839		)
Intangible assets	(11,612		)	(10,214		)
Deferred loan fees and costs	(2,136		)	(1,737		)
Prepaid expenses	(535		)	(721		)
Net unrealized gains on investment securities and derivatives	0			(7,682		)
Fair value adjustments on acquisitions	(6,714		)	(17,181		)
Other	(1,180		)	(1,803		)
Total deferred tax liabilities	(75,979		)	(113,876		)
Total net deferred tax liability	$	(34,428	)	$	(66,568	)

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DERIVATIVES - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013 entity	Dec. 31, 2012 entity
Derivative [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	$ 20,000,000
Number of counterparties	9	8
Outstanding liability from counterparty contracts	9,300,000	26,000,000
Interest-bearing deposit swap	913,324,000	935,493,000
Interest Rate Cash Flow Hedge Liability at Fair Value	100,000,000	35,000,000
Credit Derivative Term	6 years
Fixed to floating interest rate swap [Member]
Derivative [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	$ (800,000)	$ (200,000)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
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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LOANS (covered) - Carrying Value of Purchased Impaired and Nonimpaired Loans (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	$ 457,873	$ 748,116
Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	399,655	674,157
Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	58,218	73,959
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	42,316	102,126
Commercial | Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	41,172	94,775
Commercial | Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	1,144	7,351
Real estate-construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	8,556	10,631
Real estate-construction | Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	8,556	10,631
Real estate-construction | Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	0	0
Real estate-commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	268,633	465,555
Real estate-commercial | Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	263,146	458,066
Real estate-commercial | Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	5,487	7,489
Real estate - residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	80,733	100,694
Real estate - residential | Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	80,733	100,694
Real estate - residential | Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	0	0
Installment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	5,641	8,674
Installment | Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	5,073	7,911
Installment | Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	568	763
Home equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	49,624	57,458
Home equity | Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	975	2,080
Home equity | Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	48,649	55,378
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	2,370	2,978
Other | Loans Accounted for Under FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	0	0
Other | Loans Excluded from FASB ASC Topic 310-30
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	$ 2,370	$ 2,978

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DERIVATIVES - Summary of Derivative Financial Instruments and Balances (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Interest-bearing deposit swap	$ 913,324	$ 935,493
Estimate Fair Value Gain	13,477	24,135
Estimate Fair Value Loss	(14,431)	(26,423)
Fair Value Hedges | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Interest-bearing deposit swap	561,600	509,100
Fair Value Hedges | Pay fixed interest rate swaps with counterparty | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Interest-bearing deposit swap	9,836	12,739
Estimate Fair Value Gain	0	0
Estimate Fair Value Loss	(865)	(1,445)
Fair Value Hedges | Matched interest rate swaps | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Interest-bearing deposit swap	451,744	461,377
Estimate Fair Value Gain	1,767	0
Estimate Fair Value Loss	(11,799)	(24,978)
Fair Value Hedges | Matched interest rate swaps | Accrued interest and other assets
Derivatives, Fair Value [Line Items]
Interest-bearing deposit swap	451,744	461,377
Estimate Fair Value Gain	11,710	24,135
Estimate Fair Value Loss	$ (1,767)	$ 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, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for loan and lease losses:
Balance at beginning of period	$ 47,777	$ 52,576	$ 57,235
Provision for loan and lease losses	8,714	19,117	19,210
Gross charge-offs	17,283	25,312	25,798
Recoveries	4,621	1,396	1,929
Balance at end of period	43,829	47,777	52,576
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	3,505,641	3,179,064	2,968,447
Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	47,777	52,576	57,235
Provision for loan and lease losses	8,714	19,117	19,210
Gross charge-offs	17,283	25,312	25,798
Recoveries	4,621	1,396	1,929
Total net charge-offs	12,662	23,916	23,869
Balance at end of period	43,829	47,777	52,576
Ending allowance on loans individually evaluated for impairment	5,302	9,528	12,539
Ending allowance on loans collectively evaluated for impairment	38,527	38,249	40,037
Impaired Financing Receivable, Related Allowance	43,829	47,777	52,576
Loans and Leases:
Ending balance of loans individually evaluated for impairment	32,677	57,360	60,277
Ending balance of loans collectively evaluated for impairment	3,472,964	3,121,704	2,908,170
Loans and Leases Receivable, Net of Deferred Income	3,505,641	3,179,064
Commercial
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	1,035,668	861,033	856,981
Commercial | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	7,926	10,289	10,138
Provision for loan and lease losses	5,385	1,556	2,825
Gross charge-offs	3,415	4,312	3,436
Recoveries	672	393	762
Total net charge-offs	2,743	3,919	2,674
Balance at end of period	10,568	7,926	10,289
Ending allowance on loans individually evaluated for impairment	2,080	1,151	3,205
Ending allowance on loans collectively evaluated for impairment	8,488	6,775	7,084
Impaired Financing Receivable, Related Allowance	10,568	7,926	10,289
Loans and Leases:
Ending balance of loans individually evaluated for impairment	10,391	16,661	8,351
Ending balance of loans collectively evaluated for impairment	1,025,277	844,372	848,630
Loans and Leases Receivable, Net of Deferred Income	1,035,668	861,033
Real estate-construction
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	80,741	73,517	114,974
Real estate-construction | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	3,268	4,424	8,326
Provision for loan and lease losses	(3,115)	1,528	2,345
Gross charge-offs	1	2,684	6,279
Recoveries	672	0	32
Total net charge-offs	(671)	2,684	6,247
Balance at end of period	824	3,268	4,424
Ending allowance on loans individually evaluated for impairment	0	838	2,578
Ending allowance on loans collectively evaluated for impairment	824	2,430	1,846
Impaired Financing Receivable, Related Allowance	824	3,268	4,424
Loans and Leases:
Ending balance of loans individually evaluated for impairment	0	2,076	17,387
Ending balance of loans collectively evaluated for impairment	80,741	71,441	97,587
Loans and Leases Receivable, Net of Deferred Income	80,741	73,517
Real estate-commercial
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	1,496,987	1,417,008	1,233,067
Real estate-commercial | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	24,151	18,228	14,917
Provision for loan and lease losses	2,659	16,670	13,384
Gross charge-offs	8,326	11,012	10,382
Recoveries	1,994	265	309
Total net charge-offs	6,332	10,747	10,073
Balance at end of period	20,478	24,151	18,228
Ending allowance on loans individually evaluated for impairment	2,872	7,155	6,441
Ending allowance on loans collectively evaluated for impairment	17,606	16,996	11,787
Impaired Financing Receivable, Related Allowance	20,478	24,151	18,228
Loans and Leases:
Ending balance of loans individually evaluated for impairment	18,023	35,422	30,708
Ending balance of loans collectively evaluated for impairment	1,478,964	1,381,586	1,202,359
Loans and Leases Receivable, Net of Deferred Income	1,496,987	1,417,008
Real estate-residential
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	352,931	318,210	287,980
Real estate-residential | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	3,599	4,994	8,907
Provision for loan and lease losses	593	346	(2,407)
Gross charge-offs	1,016	1,814	1,551
Recoveries	203	73	45
Total net charge-offs	813	1,741	1,506
Balance at end of period	3,379	3,599	4,994
Ending allowance on loans individually evaluated for impairment	348	290	313
Ending allowance on loans collectively evaluated for impairment	3,031	3,309	4,681
Impaired Financing Receivable, Related Allowance	3,379	3,599	4,994
Loans and Leases:
Ending balance of loans individually evaluated for impairment	3,493	2,604	3,730
Ending balance of loans collectively evaluated for impairment	349,438	315,606	284,250
Installment
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	47,133	56,810	67,543
Installment | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	522	1,659	1,981
Provision for loan and lease losses	(132)	(883)	(159)
Gross charge-offs	335	577	526
Recoveries	310	323	363
Total net charge-offs	25	254	163
Balance at end of period	365	522	1,659
Ending allowance on loans individually evaluated for impairment	0	0	0
Ending allowance on loans collectively evaluated for impairment	365	522	1,659
Impaired Financing Receivable, Related Allowance	365	522	1,659
Loans and Leases:
Ending balance of loans individually evaluated for impairment	122	0	0
Ending balance of loans collectively evaluated for impairment	47,011	56,810	67,543
Loans and Leases Receivable, Net of Deferred Income	47,133	56,810
Home equity
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	376,454	367,500	358,960
Home equity | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	5,173	10,751	10,939
Provision for loan and lease losses	1,937	(2,032)	1,878
Gross charge-offs	2,409	3,661	2,183
Recoveries	508	115	117
Total net charge-offs	1,901	3,546	2,066
Balance at end of period	5,209	5,173	10,751
Ending allowance on loans individually evaluated for impairment	2	2	2
Ending allowance on loans collectively evaluated for impairment	5,207	5,171	10,749
Impaired Financing Receivable, Related Allowance	5,209	5,173	10,751
Loans and Leases:
Ending balance of loans individually evaluated for impairment	648	101	101
Ending balance of loans collectively evaluated for impairment	375,806	367,399	358,859
Loans and Leases Receivable, Net of Deferred Income	376,454	367,500
Other
Loans and Leases:
Loans and Leases Receivable, Net of Deferred Income	115,727	84,986	48,942
Other | Non Covered Loans
Allowance for loan and lease losses:
Balance at beginning of period	3,138	2,231	2,027
Provision for loan and lease losses	1,387	1,932	1,344
Gross charge-offs	1,781	1,252	1,441
Recoveries	262	227	301
Total net charge-offs	1,519	1,025	1,140
Balance at end of period	3,006	3,138	2,231
Ending allowance on loans individually evaluated for impairment	0	92	0
Ending allowance on loans collectively evaluated for impairment	3,006	3,046	2,231
Impaired Financing Receivable, Related Allowance	3,006	3,138	2,231
Loans and Leases:
Ending balance of loans individually evaluated for impairment	0	496	0
Ending balance of loans collectively evaluated for impairment	115,727	84,490	48,942
Loans and Leases Receivable, Net of Deferred Income	$ 115,727	$ 84,986

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FAIR VALUE DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2013

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, 2013
Financial assets
Cash and short-term investments	$	143,450	$	143,450	$	143,450	$	0	$	0
Investment securities held-to-maturity	837,272		824,985		0		824,985		0
Other investments	47,427		47,427		0		47,427		0
Loans held for sale	8,114		8,114		0		8,114		0
Loans, excluding covered loans	3,461,812		3,455,776		0		0		3,455,776
Covered loans	438,972		451,545		0		0		451,545
FDIC indemnification asset	45,091		34,820		0		0		34,820
Financial liabilities
Deposits
Noninterest-bearing	$	1,147,452	$	1,147,452	$	0	$	1,147,452	$	0
Interest-bearing demand	1,125,723		1,125,723		0		1,125,723		0
Savings	1,612,005		1,612,005		0		1,612,005		0
Time	952,327		951,220		0		951,220		0
Total deposits	4,837,507		4,836,400		0		4,836,400		0
Short-term borrowings	748,749		748,749		748,749		0		0
Long-term debt	60,780		62,706		0		62,706		0

	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

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, 2013
Assets
Derivatives	$	0	$	13,477	$	0	$	(13,477	)	$	0
Available-for-sale investment securities	7,976		905,625		0		0			913,601
Total	$	7,976	$	919,102	$	0	$	(13,477	)	$	913,601
Liabilities
Derivatives	$	0	$	14,431	$	0	$	(13,477	)	$	954

	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

⁽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, 2013
Assets
Impaired loans (1)	$	0	$	0	$	13,699
OREO	0		0		5,358
Covered OREO	0		0		8,937

	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

⁽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), observable market data for similar assets and liabilities (Level 2), and independent third party valuations and borrower records, discounted as appropriate (Level 3).

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INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2013

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, 2013:

	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
U.S. Treasuries	$	0	$	0	$	0		$	0	$	97	$	0	$	(7	)	$	90
Securities of U.S. government agencies and corporations	18,981		0		(791		)	18,190		9,980		0		(404		)	9,576
Mortgage-backed securities	775,025		1,337		(12,229		)	764,133		678,267		5,372		(28,593		)	655,046
Obligations of state and other political subdivisions	25,788		152		(1,039		)	24,901		33,410		10		(3,097		)	30,323
Asset-backed securities	0		0		0			0		114,209		1		(616		)	113,594
Other securities	17,478		283		0			17,761		109,089		262		(4,379		)	104,972
Total	$	837,272	$	1,772	$	(14,059	)	$	824,985	$	945,052	$	5,645	$	(37,096	)	$	913,601

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
	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	$	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

Summary of Investment Securities by Estimated Maturity

	Held-to-Maturity				Available-for-Sale
(Dollars in thousands)	Amortized Cost		Market Value		Amortized Cost		Market Value
Due in one year or less	$	216	$	219	$	6,819	$	7,027
Due after one year through five years	378,932		375,323		279,035		276,750
Due after five years through ten years	322,455		314,375		314,854		303,477
Due after ten years	135,669		135,068		344,344		326,347
Total	$	837,272	$	824,985	$	945,052	$	913,601

Age of Gross Unrealized Losses and Associated Fair Value by Investment Category

The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position, aggregated by investment category and the length of time the individual securities have been in a continuous unrealized loss position:

	December 31, 2013
	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	$	27,851	$	(970	)	$	0	$	0		$	27,851	$	(970	)
Mortgage-backed securities	966,718		(32,432		)	108,929		(6,101		)	1,075,647		(38,533		)
Obligations of state and other political subdivisions	66,502		(5,294		)	1,935		(46		)	68,437		(5,340		)
Asset-backed securities	93,355		(616		)	0		0			93,355		(616		)
Other securities	54,866		(2,142		)	7,798		(561		)	62,664		(2,703		)
Total	$	1,209,292	$	(41,454	)	$	118,662	$	(6,708	)	$	1,327,954	$	(48,162	)

	December 31, 2012
	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	$	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	)

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ALLOWANCE FOR LOAN AND LEASE LOSSES - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financing Receivable, Allowance for Credit Losses [Line Items]
Provision for loan and lease losses	$ 195,000	$ 30,903,000	$ 64,081,000
Net charge-offs	26,500,000	28,500,000	37,700,000
FDIC loss sharing income	3,720,000	35,346,000	60,888,000
Allowance for covered loan losses	18,901,000	45,190,000	42,835,000	16,493,000
Covered Loans
Financing Receivable, Allowance for Credit Losses [Line Items]
Loss share expenses primarily related to losses on covered OREO	5,900,000	13,200,000	12,800,000
Commercial | Commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Restructured Loans, Loan Relationships, Review Threshold Amount Minimum	250,000
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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LOANS (covered) - Covered Loan Delinquency, Excluding Loans Accounted for Under FASB ASC Topic 310-30 (Detail) (Covered Loans, Loans Excluded from FASB ASC Topic 310-30, USD $)	Dec. 31, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	$ 492,000	$ 794,000
60 - 89 days past due	375,000	1,619,000
> 90 days past due	3,478,000	9,721,000
Total Past due	4,345,000	12,134,000
Current	53,873,000	61,825,000
Total	58,218,000	73,959,000
> 90 days past due and still accruing	0	31,000
Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	60,000	351,000
60 - 89 days past due	335,000	148,000
> 90 days past due	483,000	3,781,000
Total Past due	878,000	4,280,000
Current	266,000	3,071,000
Total	1,144,000	7,351,000
> 90 days past due and still accruing	0	0
Real estate-commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	184,000	138,000
60 - 89 days past due	0	1,149,000
> 90 days past due	1,263,000	2,201,000
Total Past due	1,447,000	3,488,000
Current	4,040,000	4,001,000
Total	5,487,000	7,489,000
> 90 days past due and still accruing	0	0
Installment
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	5,000	0
Total Past due	5,000	0
Current	563,000	763,000
Total	568,000	763,000
> 90 days past due and still accruing	0	0
Home equity
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	239,000	286,000
60 - 89 days past due	36,000	296,000
> 90 days past due	1,727,000	3,697,000
Total Past due	2,002,000	4,279,000
Current	46,647,000	51,099,000
Total	48,649,000	55,378,000
> 90 days past due and still accruing	0	0
Other
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	9,000	19,000
60 - 89 days past due	4,000	26,000
> 90 days past due	0	42,000
Total Past due	13,000	87,000
Current	2,357,000	2,891,000
Total	2,370,000	2,978,000
> 90 days past due and still accruing	$ 0	$ 31,000

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ACCUMULATED OTHER COMPREHENSIVE INCOME AMOUNT RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gains on sales of investment securities	$ 1,724	$ 3,628	$ 2,541
Amortization of prior service cost	(423)	(423)	(423)
Recognized net actuarial loss	(2,709)	(2,964)	(2,194)
Pension settlement charges	(6,174)	0	0
Other Comprehensive Income, Reclassification, Amortization of Defined Benefit Plans items, Pre-tax	(8,460)
Total reclassifications for the period, before tax	(7,148)
Deposits [Member] | Cash Flow Hedging [Member] | Interest Expense | Interest Rate Contracts
Accumulated Other Comprehensive Income (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ (412)

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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			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Asset conversion swaps	Dec. 31, 2013 Asset conversion swaps Pay fixed interest rate swaps with counterparty	Dec. 31, 2013 Asset conversion swaps Matched interest rate swaps Derivative Financial Instruments Receive Fixed Pay Variable	Dec. 31, 2013 Asset conversion swaps Matched interest rate swaps Derivative Financial Instruments Receive Variable Pay Fixed
Derivative [Line Items]
Notional Value	$ 913,324	$ 935,493	$ 913,324	$ 9,836	$ 451,744	$ 451,744
Average Maturity (years)			4 years 2 months	2 years 11 months	4 years 2 months	4 years 2 months
Fair Value			$ (954)	$ (865)	$ 9,943	$ (10,032)
Weighted-Average Rate Receive			3.83%	2.14%	4.83%	2.86%
Weighted-Average Rate Pay			3.88%	6.85%	2.86%	4.83%

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LOANS (covered) - Changes in Covered Other Real Estate Owned (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Disposals	$ 27,319	$ 35,357	$ 40,994
Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of year	28,862	44,818	35,257
Additions	24,725	20,675	49,633
Disposals	23,013	29,864	34,542
Valuation adjustments	3,454	6,767	5,530
Balance at end of year	27,120	28,862	44,818
Covered Loans | Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	23,846	16,759	46,880
Disposals	22,065	27,044	26,693
Valuation adjustments	3,320	5,872	4,407
Covered Loans | Residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	879	3,916	2,753
Disposals	948	2,820	7,849
Valuation adjustments	$ 134	$ 895	$ 1,123

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BORROWINGS Borrowings - - Additional Information (Details) (USD $)			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Maximum
Debt Instrument [Line Items]
Securities Sold under Agreements to Repurchase	$ 52,500,000	$ 65,000,000
Securities Sold under Agreements to Repurchase, Remaining Contractual Term			2 years
Assets Sold under Agreements to Repurchase, Interest Rate	3.49%	3.50%
Book value of FHLB collateral	$ 3,000,000,000

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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, 2013	Dec. 31, 2012	Dec. 31, 2011
Receivables [Abstract]
Balance at beginning of period	$ 45,190	$ 42,835	$ 16,493
Provision for loan and lease losses	195	30,903	64,081
Loans charged-off	(39,224)	(33,907)	(45,604)
Recoveries	12,740	5,359	7,865
Balance at end of period	$ 18,901	$ 45,190	$ 42,835

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INCOME TAXES (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current expense [Abstract]
Federal	$ 41,679	$ 45,571	$ 46,270
State	2,883	4,956	6,493
Total current expense	44,562	50,527	52,763
Deferred (benefit) expense [Abstract]
Federal	(21,393)	(12,499)	(12,836)
State	(3,935)	(1,586)	(1,627)
Total deferred (benefit) expense	(25,328)	(14,085)	(14,463)
Income tax expense	19,234	36,442	38,300
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income taxes computed at federal statutory rate (35%) on income before income taxes	23,646	36,311	36,763
Tax-exempt income	(1,266)	(626)	(586)
Bank-owned life insurance	(409)	(680)	(612)
Tax credits	(1,100)	(1,200)	(1,200)
State income taxes, net of federal tax benefit	(588)	2,191	3,163
Tax settlement of unconsolidated subsidiary	(1,318)	0	0
Other	269	446	772
Income tax expense	19,234	36,442	38,300
Deferred tax assets [Abstract]
Allowance for loan and lease losses	23,074	35,107
Deferred compensation	564	496
Mark to market adjustment on loans and derivatives	77	128
Postretirement benefits other than pension liability	86	113
Accrued stock-based compensation	1,222	1,681
Other reserves	143	438
Other real estate owned write-downs	2,507	3,640
Accrued expenses	3,617	4,611
Deferred Tax Assets, Unrealized Losses on Investment Securities and Derivatives	8,871	0
Other	1,390	1,094
Total deferred tax assets	41,551	47,308
Deferred tax liabilities [Abstract]
Tax depreciation greater than book depreciation	(7,450)	(7,997)
FHLB and FRB stock	(6,230)	(17,060)
Mortgage-servicing rights	(12)	(109)
Leasing activities	(3,833)	(1,919)
Deferred section 597 gain	(20,550)	(41,614)
Deferred Tax Liabilities, Prepaid Pension Cost	15,727	5,839
Intangible assets	(11,612)	(10,214)
Deferred loan fees and costs	(2,136)	(1,737)
Prepaid expenses	(535)	(721)
Net unrealized gains on securities available-for-sale and derivatives	0	(7,682)
Fair value adjustments on acquisitions	(6,714)	(17,181)
Other	(1,180)	(1,803)
Total deferred tax liabilities	(75,979)	(113,876)
Total net deferred tax liability	$ (34,428)	$ (66,568)

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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, 2013	Dec. 31, 2012	Dec. 31, 2011
Receivables [Abstract]
Balance at beginning of period	$ 47,777	$ 52,576	$ 57,235
Provision for loan and lease losses - uncovered	8,714	19,117	19,210
Loans charged off	(17,283)	(25,312)	(25,798)
Recoveries	4,621	1,396	1,929
Balance at end of period	$ 43,829	$ 47,777	$ 52,576

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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, 2013		Dec. 31, 2012		Dec. 31, 2011
Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	$ 224,694		$ 344,410		$ 509,945
Reclassification from non-accretable difference	1,470		29,606		39,079
Accretion	(58,422)		(91,485)		(125,524)
Other net activity	(34,071)	[1]	(57,837)	[1]	(79,090)	[1]
Balance at end of period	$ 133,671		$ 224,694		$ 344,410

[1] Includes the impact of loan repayments and charge-offs.

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EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2013

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.

Prior to the fourth quarter of 2013, plan assets were administered and managed by the Wealth Management division of First Financial Bank, N.A. During the fourth quarter of 2013, the investment management and trustee services were transitioned to a third party vendor. As of December 31, 2013, plan assets were primarily invested in publicly traded equity mutual funds and fixed income mutual 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 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.

First Financial re-measured the Company's pension assets and liabilities, and recognized pension settlement charges, as a result of the year-to-date level of lump sum distributions from the Company's pension plan. Consistent with FASB ASC Topic 715, Compensation - Retirement Benefits, pension settlement charges are an acceleration of previously deferred costs that would have been recognized in future periods and are triggered when lump sum distributions exceed an annual accounting threshold for the plan. These pension settlement charges were a result of employee-related changes, including staff retirements as well as reductions due to recent efficiency initiatives, and the resulting lump sum distributions from the plan. First Financial recognized pension settlement charges of $6.2 million for the year ended December 31, 2013. The accounting threshold for lump sum distributions reset January 1, 2014.

As a result of the plan’s updated actuarial projections for 2013 as well as the previously mentioned settlement charges, First Financial recorded expenses related to its pension plan of $5.5 million for 2013, compared to income of $0.5 million and $1.3 million for 2012 and 2011, respectively. First Financial made no cash contributions to the pension plan in 2013 and does not expect to make a cash contribution to the plan in 2014. 

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)	2013			2012
Change in benefit obligation
Benefit obligation at beginning of year	$	67,678		$	63,910
Service cost	3,705			3,483
Interest cost	2,319			2,550
Amendments	124			0
Actuarial loss	(6,745		)	3,822
Benefits paid, excluding settlement	(1,111		)	(6,087		)
Settlements	(10,379		)	0
Benefit obligation at end of year	55,591			67,678
Change in plan assets
Fair value of plan assets at beginning of year	123,716			114,972
Actual return on plan assets	19,421			14,831
Employer contribution	0			0
Benefits paid, excluding settlement	(1,111		)	(6,087		)
Settlements	(10,379		)	0
Fair value of plan assets at end of year	131,647			123,716
Amounts recognized in the Consolidated Balance Sheets
Assets	76,056			56,038
Liabilities	0			0
Net amount recognized	$	76,056		$	56,038
Amounts recognized in accumulated other comprehensive income (loss)
Net actuarial loss	$	28,411		$	54,471
Net prior service cost	(3,573		)	(4,119		)
Deferred tax assets	(9,273		)	(19,014		)
Net amount recognized	$	15,565		$	31,338
Change in accumulated other comprehensive income (loss)	$	(15,773	)	$	(2,798	)
Accumulated benefit obligation	$	53,664		$	64,273

Components of net periodic benefit cost
	December 31,
(Dollars in thousands)	2013			2012			2011
Service cost	$	3,705		$	3,483		$	3,177
Interest cost	2,319			2,550			2,723
Expected return on assets	(8,988		)	(9,055		)	(9,020		)
Amortization of prior service cost	(423		)	(423		)	(423		)
Recognized net actuarial loss	2,709			2,964			2,194
Settlement charges	6,174			0			0
Net periodic benefit (income) cost	5,496			(481		)	(1,349		)
Other changes recognized in accumulated other comprehensive income
Net actuarial (gain) loss	(17,178		)	(1,954		)	22,423
Prior service cost	124			0			0
Amortization of prior service cost	423			423			423
Amortization of gain	(2,709		)	(2,964		)	(2,194		)
Settlement charges	(6,174		)	0			0
Total recognized in accumulated other comprehensive income	(25,514		)	(4,495		)	20,652
Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	(20,018	)	$	(4,976	)	$	19,303
Amount expected to be recognized in net periodic pension expense in the coming year
Amortization of loss	$	1,926		$	3,248		$	3,039
Amortization of prior service credit	(413		)	(423		)	(423		)

Weighted-average assumptions to determine
	December 31,
	2013		2012
Benefit obligations
Discount rate	4.62	%	3.73	%
Rate of compensation increase	3.50	%	3.50	%
Net periodic benefit cost
Discount rate	3.73	%	4.22	%
Expected return on plan assets	7.50	%	7.50	%
Rate of compensation increase	3.50	%	3.50	%

The fair value of the plan assets as of December 31, 2013 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
Cash	$	126	$	126	$	0	$	0
Fixed income mutual funds	50,277		50,277		0		0
Equity mutual funds	81,244		81,244		0		0
Total	$	131,647	$	131,647	$	0	$	0

The fair value of the plan assets as of December 31, 2012 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	$	1,338	$	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

An 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 21 – 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
2014	$	3,851
2015	3,840
2016	5,588
2017	4,066
2018	4,893
Thereafter	27,203

Effective January 1, 2014 all active plan participants will immediately vest in their benefit, compared to the three year vesting period in effect as of December 31, 2013. Also beginning January 1, 2014, the Pension Plan will no longer offer additional benefits for associates with compensation in excess of 50% of the Social Security wage base.

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. Prior to January 1, 2014, First Financial contributed $1.00 for every $1.00 an employee contributed up to 3.00% of the employee's earnings and then contributed $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 $2.4 million during 2013, $2.6 million during 2012 and $2.7 million during 2011.

Effective January 1, 2014, First Financial will make matching contributions based on the Company's performance compared to its identified peer group, with the amount of the matching contribution to be determined utilizing management's discretion, and not exceeding 3% of the employee's annual earnings.

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 $88.7 million and $84.5 million at December 31, 2013, and 2012, respectively.

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill and Intangible Assets Disclosure [Line Items]
Goodwill	$ 95,050,000	$ 95,050,000
Finite-Lived Core Deposits, Gross	5,900,000	7,400,000
Finite-Lived Intangible Assets, Amortization Expense	$ 1,500,000	$ 2,600,000	$ 1,200,000
Core Deposits [Member]
Goodwill and Intangible Assets Disclosure [Line Items]
Intangible assets amortization method	accelerated basis
Estimated weighted average life (in years)	6 years 10 months

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EMPLOYEE BENEFIT PLANS (Tables)

12 Months Ended

Dec. 31, 2013

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)	2013			2012
Change in benefit obligation
Benefit obligation at beginning of year	$	67,678		$	63,910
Service cost	3,705			3,483
Interest cost	2,319			2,550
Amendments	124			0
Actuarial loss	(6,745		)	3,822
Benefits paid, excluding settlement	(1,111		)	(6,087		)
Settlements	(10,379		)	0
Benefit obligation at end of year	55,591			67,678
Change in plan assets
Fair value of plan assets at beginning of year	123,716			114,972
Actual return on plan assets	19,421			14,831
Employer contribution	0			0
Benefits paid, excluding settlement	(1,111		)	(6,087		)
Settlements	(10,379		)	0
Fair value of plan assets at end of year	131,647			123,716
Amounts recognized in the Consolidated Balance Sheets
Assets	76,056			56,038
Liabilities	0			0
Net amount recognized	$	76,056		$	56,038
Amounts recognized in accumulated other comprehensive income (loss)
Net actuarial loss	$	28,411		$	54,471
Net prior service cost	(3,573		)	(4,119		)
Deferred tax assets	(9,273		)	(19,014		)
Net amount recognized	$	15,565		$	31,338
Change in accumulated other comprehensive income (loss)	$	(15,773	)	$	(2,798	)
Accumulated benefit obligation	$	53,664		$	64,273

Schedule of Components of Net Periodic Benefit Cost [Table Text Block]

Components of net periodic benefit cost
	December 31,
(Dollars in thousands)	2013			2012			2011
Service cost	$	3,705		$	3,483		$	3,177
Interest cost	2,319			2,550			2,723
Expected return on assets	(8,988		)	(9,055		)	(9,020		)
Amortization of prior service cost	(423		)	(423		)	(423		)
Recognized net actuarial loss	2,709			2,964			2,194
Settlement charges	6,174			0			0
Net periodic benefit (income) cost	5,496			(481		)	(1,349		)
Other changes recognized in accumulated other comprehensive income
Net actuarial (gain) loss	(17,178		)	(1,954		)	22,423
Prior service cost	124			0			0
Amortization of prior service cost	423			423			423
Amortization of gain	(2,709		)	(2,964		)	(2,194		)
Settlement charges	(6,174		)	0			0
Total recognized in accumulated other comprehensive income	(25,514		)	(4,495		)	20,652
Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	(20,018	)	$	(4,976	)	$	19,303
Amount expected to be recognized in net periodic pension expense in the coming year
Amortization of loss	$	1,926		$	3,248		$	3,039
Amortization of prior service credit	(413		)	(423		)	(423		)

Schedule of Assumptions Used [Table Text Block]

Weighted-average assumptions to determine
	December 31,
	2013		2012
Benefit obligations
Discount rate	4.62	%	3.73	%
Rate of compensation increase	3.50	%	3.50	%
Net periodic benefit cost
Discount rate	3.73	%	4.22	%
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, 2013 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
Cash	$	126	$	126	$	0	$	0
Fixed income mutual funds	50,277		50,277		0		0
Equity mutual funds	81,244		81,244		0		0
Total	$	131,647	$	131,647	$	0	$	0

The fair value of the plan assets as of December 31, 2012 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	$	1,338	$	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

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
2014	$	3,851
2015	3,840
2016	5,588
2017	4,066
2018	4,893
Thereafter	27,203

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LOANS (covered) - Investment in Covered Impaired Loans, excluding Loans Accounted for under FASB ASC Topic 310-30 (Detail) (Covered Loans, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Impaired [Line Items]
Current balance	$ 4,122	$ 11,722	$ 11,160
Total interest included in income	30	85	58
Loans with no related allowance recorded [member] | Loans Excluded from FASB ASC Topic 310-30
Financing Receivable, Impaired [Line Items]
Current balance	4,122	11,722	11,160
Unpaid Principal Balance	6,683	13,147	17,050
Related Allowance	0	0	0
Average Recorded Investment	6,239	8,698	13,945
Total interest included in income	30	85	58
Loans with no related allowance recorded [member] | Loans Excluded from FASB ASC Topic 310-30 | Commercial
Financing Receivable, Impaired [Line Items]
Current balance	875	4,498	7,203
Unpaid Principal Balance	1,131	4,660	10,152
Related Allowance	0	0	0
Average Recorded Investment	1,832	4,526	9,873
Total interest included in income	11	62	47
Loans with no related allowance recorded [member] | Loans Excluded from FASB ASC Topic 310-30 | Real estate-commercial
Financing Receivable, Impaired [Line Items]
Current balance	1,349	2,986	2,192
Unpaid Principal Balance	2,648	3,216	4,002
Related Allowance	0	0	0
Average Recorded Investment	1,786	2,153	2,504
Total interest included in income	4	18	5
Loans with no related allowance recorded [member] | Loans Excluded from FASB ASC Topic 310-30 | Installment
Financing Receivable, Impaired [Line Items]
Current balance	5
Unpaid Principal Balance	5
Related Allowance	0
Average Recorded Investment	2
Total interest included in income	0
Loans with no related allowance recorded [member] | Loans Excluded from FASB ASC Topic 310-30 | Home equity
Financing Receivable, Impaired [Line Items]
Current balance	1,893	4,227	1,747
Unpaid Principal Balance	2,899	5,260	2,878
Related Allowance	0	0	0
Average Recorded Investment	2,611	2,006	1,559
Total interest included in income	15	5	6
Loans with no related allowance recorded [member] | Loans Excluded from FASB ASC Topic 310-30 | Other
Financing Receivable, Impaired [Line Items]
Current balance	0	11	18
Unpaid Principal Balance	0	11	18
Related Allowance	0	0	0
Average Recorded Investment	8	13	9
Total interest included in income	$ 0	$ 0	$ 0

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LOANS TO RELATED PARTIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Loans to Related Parties [Roll Forward]
Beginning balance	$ 10,426	$ 10,599	$ 10,375
Additions	827	1,791	1,297
Deductions	(3,156)	(1,964)	(1,073)
Ending balance	8,097	10,426	10,599
Loans 90 days past due	$ 0	$ 0	$ 0

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PREMISES AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Premises and equipment at December 31 were as follows:

(Dollars in thousands)	2013		2012
Land and land improvements	$	40,802	$	41,550
Buildings	108,231		107,939
Furniture and fixtures	59,563		63,248
Leasehold improvements	19,070		23,941
Construction in progress	184		4,653
	227,850		241,331
Less accumulated depreciation and amortization	90,740		94,615
Total	$	137,110	$	146,716

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)
2014	$	7,527
2015	6,903
2016	5,935
2017	4,733
2018	4,046
Thereafter	18,840
Total	$	47,984

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RESTRICTIONS ON SUBSIDIARY DIVIDENDS, LOANS, OR ADVANCES (Details) (Subsidiaries [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Subsidiaries [Member]
Restrictions on Subsidiary Dividends, Loans or Advances [Line Items]
Retained Earnings, Unappropriated	$ 346.0
Amount Available for Dividend Distribution without Affecting Capital Adequacy Requirements	$ 20.8

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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, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Impaired [Line Items]
Current balance	$ 52,699	$ 75,897	$ 76,379
Contractual Principal Balance	65,765	89,728	101,881
Related Allowance	5,302	9,528	12,539
Average Recorded Investment	70,991	78,426	77,465
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	227	516	373
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	747	609
Total interest included in income	974	1,125	767
Commercial
Financing Receivable, Impaired [Line Items]
Current balance	12,225	18,521	10,482
Contractual Principal Balance	15,436	21,521	12,654
Related Allowance	2,080	1,151	3,205
Average Recorded Investment	15,759	14,687	11,020
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	71	161
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	165	215
Total interest included in income	236	376	77
Real estate-construction
Financing Receivable, Impaired [Line Items]
Current balance	223	2,102	17,387
Contractual Principal Balance	443	2,840	25,034
Related Allowance	0	838	2,578
Average Recorded Investment	1,325	8,890	19,388
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	7	81
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	15
Total interest included in income	7	96	94
Real estate-commercial
Financing Receivable, Impaired [Line Items]
Current balance	23,993	39,796	34,520
Contractual Principal Balance	30,855	47,262	49,075
Related Allowance	2,872	7,155	6,441
Average Recorded Investment	37,661	41,053	33,790
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	110	235
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	380	277
Total interest included in income	490	512	474
Real estate - residential
Financing Receivable, Impaired [Line Items]
Current balance	12,307	11,178	11,331
Contractual Principal Balance	14,159	12,820	12,285
Related Allowance	348	290	313
Average Recorded Investment	12,222	10,741	10,478
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	37	38
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	152	81
Total interest included in income	189	119	103
Installment
Financing Receivable, Impaired [Line Items]
Current balance	642	452	485
Contractual Principal Balance	663	556	526
Related Allowance	0	0	0
Average Recorded Investment	463	452	371
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	6	2
Total interest included in income	6	2	6
Home equity
Financing Receivable, Impaired [Line Items]
Current balance	3,309	3,352	2,174
Contractual Principal Balance	4,209	4,233	2,307
Related Allowance	2	2	2
Average Recorded Investment	3,246	2,504	2,418
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	2	1	1
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	44	19
Total interest included in income	46	20	13
Other
Financing Receivable, Impaired [Line Items]
Current balance	0	496
Contractual Principal Balance	0	496
Related Allowance	0	92	0
Average Recorded Investment	315	99
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	3
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0
Total interest included in income	0	0
Impaired Financing Receivables With Related Allowance [Member]
Financing Receivable, Impaired [Line Items]
Current balance	20,768	31,441	37,543
Contractual Principal Balance	24,950	34,378	47,335
Related Allowance	5,302	9,528	12,539
Average Recorded Investment	29,136	38,275	36,624
Impaired Financing Receivables With Related Allowance [Member] | Commercial
Financing Receivable, Impaired [Line Items]
Current balance	7,013	3,560	4,131
Contractual Principal Balance	8,353	4,252	4,267
Related Allowance	2,080	1,151	3,205
Average Recorded Investment	5,047	5,350	3,683
Total interest included in income			15
Impaired Financing Receivables With Related Allowance [Member] | Real estate-construction
Financing Receivable, Impaired [Line Items]
Current balance	0	1,640	11,098
Contractual Principal Balance	0	2,168	13,905
Related Allowance	0	838	2,578
Average Recorded Investment	726	5,033	13,731
Total interest included in income			92
Impaired Financing Receivables With Related Allowance [Member] | Real estate-commercial
Financing Receivable, Impaired [Line Items]
Current balance	11,638	24,014	19,521
Contractual Principal Balance	14,424	25,684	26,357
Related Allowance	2,872	7,155	6,441
Average Recorded Investment	21,098	25,499	15,484
Total interest included in income			225
Impaired Financing Receivables With Related Allowance [Member] | Real estate - residential
Financing Receivable, Impaired [Line Items]
Current balance	2,016	1,956	2,692
Contractual Principal Balance	2,072	2,003	2,705
Related Allowance	348	290	313
Average Recorded Investment	1,997	2,278	3,630
Total interest included in income			37
Impaired Financing Receivables With Related Allowance [Member] | Installment
Financing Receivable, Impaired [Line Items]
Current balance	0	0
Contractual Principal Balance	0	0
Related Allowance	0	0
Average Recorded Investment	0	0
Impaired Financing Receivables With Related Allowance [Member] | Home equity
Financing Receivable, Impaired [Line Items]
Current balance	101	101	0
Contractual Principal Balance	101	101	0
Related Allowance	2	2	0
Average Recorded Investment	101	81	15
Impaired Financing Receivables With Related Allowance [Member] | Other
Financing Receivable, Impaired [Line Items]
Current balance	0	170	101
Contractual Principal Balance	0	170	101
Related Allowance	0	92	2
Average Recorded Investment	167	34	81
Loans with no related allowance recorded [member]
Financing Receivable, Impaired [Line Items]
Current balance	31,931	44,456	38,836
Contractual Principal Balance	40,815	55,350	54,546
Related Allowance	0	0	0
Average Recorded Investment	41,855	40,151	40,841
Total interest included in income			394
Loans with no related allowance recorded [member] | Commercial
Financing Receivable, Impaired [Line Items]
Current balance	5,212	14,961	6,351
Contractual Principal Balance	7,083	17,269	8,387
Related Allowance	0	0	0
Average Recorded Investment	10,712	9,337	7,337
Total interest included in income			62
Loans with no related allowance recorded [member] | Real estate-construction
Financing Receivable, Impaired [Line Items]
Current balance	223	462	6,289
Contractual Principal Balance	443	672	11,129
Related Allowance	0	0	0
Average Recorded Investment	599	3,857	5,657
Total interest included in income			2
Loans with no related allowance recorded [member] | Real estate-commercial
Financing Receivable, Impaired [Line Items]
Current balance	12,355	15,782	14,999
Contractual Principal Balance	16,431	21,578	22,718
Related Allowance	0	0	0
Average Recorded Investment	16,563	15,554	18,306
Total interest included in income			249
Loans with no related allowance recorded [member] | Real estate - residential
Financing Receivable, Impaired [Line Items]
Current balance	10,291	9,222	8,639
Contractual Principal Balance	12,087	10,817	9,580
Related Allowance	0	0	0
Average Recorded Investment	10,225	8,463	6,848
Total interest included in income			66
Loans with no related allowance recorded [member] | Installment
Financing Receivable, Impaired [Line Items]
Current balance	642	452	485
Contractual Principal Balance	663	556	526
Related Allowance	0	0	0
Average Recorded Investment	463	452	356
Total interest included in income			5
Loans with no related allowance recorded [member] | Home equity
Financing Receivable, Impaired [Line Items]
Current balance	3,208	3,251	2,073
Contractual Principal Balance	4,108	4,132	2,206
Related Allowance	0	0	0
Average Recorded Investment	3,145	2,423	2,337
Total interest included in income			10
Loans with no related allowance recorded [member] | Other
Financing Receivable, Impaired [Line Items]
Current balance	0	326
Contractual Principal Balance	0	326
Related Allowance	0	0
Average Recorded Investment	$ 148	$ 65

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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, 2013	Dec. 31, 2012
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	$ 1,209,292	$ 280,435
Less than 12 Months Unrealized Loss	(41,454)	(1,895)
12 Months or More Fair Value	118,662	25,513
12 Months or More Unrealized Loss	(6,708)	(405)
Total Fair Value	1,327,954	305,948
Total Unrealized Loss	(48,162)	(2,300)
Securities of U.S. government agencies and corporations
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	27,851
Less than 12 Months Unrealized Loss	(970)
12 Months or More Fair Value	0
12 Months or More Unrealized Loss	0
Total Fair Value	27,851
Total Unrealized Loss	(970)
Mortgage-backed securities
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	966,718	240,641
Less than 12 Months Unrealized Loss	(32,432)	(1,635)
12 Months or More Fair Value	108,929	25,513
12 Months or More Unrealized Loss	(6,101)	(405)
Total Fair Value	1,075,647	266,154
Total Unrealized Loss	(38,533)	(2,040)
Obligations of state and other political subdivisions
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	66,502	21,341
Less than 12 Months Unrealized Loss	(5,294)	(96)
12 Months or More Fair Value	1,935	0
12 Months or More Unrealized Loss	(46)	0
Total Fair Value	68,437	21,341
Total Unrealized Loss	(5,340)	(96)
Asset-backed Securities [Member]
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	93,355	9,999
Less than 12 Months Unrealized Loss	(616)	(1)
12 Months or More Fair Value	0	0
12 Months or More Unrealized Loss	0	0
Total Fair Value	93,355	9,999
Total Unrealized Loss	(616)	(1)
Other securities
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	54,866	8,454
Less than 12 Months Unrealized Loss	(2,142)	(163)
12 Months or More Fair Value	7,798	0
12 Months or More Unrealized Loss	(561)	0
Total Fair Value	62,664	8,454
Total Unrealized Loss	$ (2,703)	$ (163)

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FIRST FINANCIAL BANCORP. (PARENT COMPANY ONLY) FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Balance Sheet

Balance Sheets

	December 31,
(Dollars in thousands)	2013		2012
Assets
Cash	$	88,420	$	106,196
Investment securities, available for sale	229		3,623
Other investments	4,851		0
Subordinated notes from subsidiaries	7,500		7,500
Investment in subsidiaries
Commercial banks	557,872		575,701
Nonbanks	18,682		18,671
Total investment in subsidiaries	576,554		594,372
Premises and equipment	1,455		1,706
Other assets	13,942		15,058
Total assets	$	692,951	$	728,455
Liabilities
Dividends payable	$	9,178	$	16,869
Other liabilities	1,612		1,161
Total liabilities	10,790		18,030
Shareholders’ equity	682,161		710,425
Total liabilities and shareholders’ equity	$	692,951	$	728,455

Schedule of Condensed Income Statement

Statements of Income

	Years Ended December 31,
(Dollars in thousands)	2013			2012			2011
Income
Interest income	$	75		$	55		$	70
Noninterest income	0			421			0
Dividends from subsidiaries	58,700			73,800			48,700
Total income	58,775			74,276			48,770
Expenses
Interest expense	0			0			391
Provision for loan and lease losses	0			0			739
Salaries and employee benefits	4,042			4,612			4,449
Miscellaneous professional services	663			916			719
Other	5,059			5,209			5,240
Total expenses	9,764			10,737			11,538
Income before income taxes and equity in undistributed net earnings of subsidiaries	49,011			63,539			37,232
Income tax benefit	(3,659		)	(3,869		)	(4,263		)
Equity in undistributed (loss) earnings of subsidiaries	(4,321		)	(105		)	25,244
Net income	$	48,349		$	67,303		$	66,739

Schedule of Condensed Cash Flow Statement

Statements of Cash Flows

	Years Ended December 31,
(Dollars in thousands)	2013			2012			2011
Operating activities
Net income	$	48,349		$	67,303		$	66,739
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed loss (earnings) of subsidiaries	4,321			105			(25,244		)
Provision for loan and lease losses	0			0			739
Depreciation and amortization	26			27			31
Stock-based compensation expense	3,803			4,186			3,935
Deferred income taxes	(676		)	(207		)	(509		)
(Decrease) increase in dividends payable	(7,691		)	673			10,342
Increase (decrease) in other liabilities	7,719			(1,799		)	(10,003		)
Decrease (increase) in other assets	1,266			(139		)	(241		)
Net cash provided by operating activities	57,117			70,149			45,789
Investing activities
Proceeds from calls and maturities of investment securities	48			0			158
Purchases of investment securities	(88		)	(474		)	(137		)
Net decrease in loans	0			0			2,681
Purchases of premises and equipment	(80		)	0			0
Other	307			109			514
Net cash provided by (used in) investing activities	187			(365		)	3,216
Financing activities
Redemption of junior subordinated debentures	0			0			(20,620		)
Cash dividends paid on common stock	(61,429		)	(67,797		)	(35,312		)
Treasury stock purchase	(11,778		)	(6,806		)	0
Proceeds from exercise of stock options, net of shares purchased	73			320			63
Excess tax benefit on share-based compensation	686			438			259
Other	(2,632		)	(1,400		)	478
Net cash used in financing activities	(75,080		)	(75,245		)	(55,132		)
Decrease in cash	(17,776		)	(5,461		)	(6,127		)
Cash at beginning of year	106,196			111,657			117,784
Cash at end of year	$	88,420		$	106,196		$	111,657

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Notes)

12 Months Ended

Dec. 31, 2013

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 appropriate.

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 recorded 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 performing this review, management considers the length of time and extent to which the fair value of the security 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 residential real estate loans newly originated for the purpose of sale to third parties, and in certain circumstances, loans previously originated that have been specifically identified by management for sale based on predetermined criteria. Loans originated for sale are immediately classified as held for sale 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 the 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. When a loan is placed on nonaccrual status, the accrual of interest income is discontinued and previously accrued, but unpaid, interest is reversed. 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 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.

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 generally increased by provision 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, construction and commercial real estate loans, 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, payment record, guarantor support 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 loan type, 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 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 loan type, 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 classified as TDRs are individually evaluated to determine an appropriate allowance.

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 acquired 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 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. 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 accelerated recognition of the remaining purchase discount that would have been recognized over the life of the loan had it not prepaid offset by a related adjustment to 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 pool level 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 its estimated fair value at the time of the FDIC-assisted transactions. 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 as well as on-going assessment of the collectibility of the 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. The collectibility assessment includes evaluation of claims activity with the FDIC, adjustments to the indemnification asset from the accelerated discount on covered loans, the yield on the indemnification asset in relation to the yield on the underlying covered loans and the remaining term of the loss sharing agreements.

Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are principally computed 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 useful life of the asset. 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. First Financial performs its annual impairment test effective October 1 or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. First Financial reviews goodwill for impairment using both income and asset-based approaches.

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 acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem loans. OREO properties are recorded at the lower of cost or fair value, less estimated disposal costs (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. Management performs periodic valuations to assess the adequacy of the recorded OREO balances and subsequent write-downs in the carrying value of OREO properties are expensed as incurred. Improvements to OREO 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. 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 acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem 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, less estimated disposal costs upon acquisition. Management performs periodic valuations to assess the adequacy of the recorded covered OREO balances and subsequent write-downs in the carrying value of covered OREO properties are expensed as incurred. Improvements to covered OREO 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. When management disposes of a covered 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.

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.

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.  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.

Back to back swaps - First Financial enters into swap agreements with commercial borrowers and simultaneously enters into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These matched 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.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.

First Financial's matched interest rate swaps qualify as derivatives, but are not designated as hedging instruments. The net interest receivable or payable on matched interest rate swaps is accrued and recognized as an adjustment to interest income.  The fair values of matched interest rate swaps are included within Accrued interest and other assets and Accrued interest and other liabilities on the Consolidated Balance Sheets.

Pay fixed interest rate swaps - For unmatched, pay fixed interest rate swaps, which qualify for hedge accounting, the corresponding fair-value adjustment is included on the Consolidated Balance Sheets in the carrying value of the hedged item. The net interest receivable or payable on unmatched interest rate swaps is accrued and recognized as an adjustment to the interest income of the hedged item.  Gains and losses from derivatives not considered effective in hedging the change in fair value of the hedged item, if any, are recognized in income immediately.

Cash flow hedges - 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, while the fair value is included within Accrued interest and other assets or Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps designated as cash flow hedges are included in accumulated other comprehensive income (loss). Gains and losses from derivatives not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

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, canceled or expire, First Financial may be required to recognize an adjustment to tax expense.

Earnings per share. Basic earnings 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 earnings 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. Consistent with prior years, management continued to review operating performance and make decisions as one banking segment in 2013.

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LOANS (excluding covered loans) - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured Loans, Nonaccrual Status	$ 13,000,000	$ 14,100,000	$ 18,100,000
Gain (loss) on sale of other real estate owned	(1,250,000)	(3,250,000)	(3,971,000)
Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured Loans, Nonaccrual Status	13,000,000	14,100,000
Residential Portfolio Segment [Member] | Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured Loans, Loan Relationships, Review Threshold Amount Minimum	$ 100,000

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EARNINGS PER COMMON SHARE (Tables)

12 Months Ended

Dec. 31, 2013

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)	2013		2012		2011
Numerator
Net income	$	48,349	$	67,303	$	66,739
Denominator
Basic earnings per common share - weighted average shares	57,270,233		57,876,685		57,691,979
Effect of dilutive securities
Employee stock awards	692,050		873,293		907,428
Warrants	110,771		118,814		93,798
Diluted earnings per common share - adjusted weighted average shares	58,073,054		58,868,792		58,693,205
Earnings per share available to common shareholders
Basic	$	0.84	$	1.16	$	1.16
Diluted	$	0.83	$	1.14	$	1.14

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FAIR VALUE DISCLOSURES

12 Months Ended

Dec. 31, 2013

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 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 observable market 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 administrator’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 administrator’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. Fair value of the FDIC indemnification asset was estimated using projected cash flows related to the loss sharing agreements based on expected reimbursements for losses and the applicable loss sharing percentages. 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, and may be impacted by the relatively short remaining term of loss sharing coverage on covered commercial assets. The five year period of loss protection will expire for the majority of First Financial's covered commercial loans and covered OREO during the third quarter of 2014. 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, 2013
Financial assets
Cash and short-term investments	$	143,450	$	143,450	$	143,450	$	0	$	0
Investment securities held-to-maturity	837,272		824,985		0		824,985		0
Other investments	47,427		47,427		0		47,427		0
Loans held for sale	8,114		8,114		0		8,114		0
Loans, excluding covered loans	3,461,812		3,455,776		0		0		3,455,776
Covered loans	438,972		451,545		0		0		451,545
FDIC indemnification asset	45,091		34,820		0		0		34,820
Financial liabilities
Deposits
Noninterest-bearing	$	1,147,452	$	1,147,452	$	0	$	1,147,452	$	0
Interest-bearing demand	1,125,723		1,125,723		0		1,125,723		0
Savings	1,612,005		1,612,005		0		1,612,005		0
Time	952,327		951,220		0		951,220		0
Total deposits	4,837,507		4,836,400		0		4,836,400		0
Short-term borrowings	748,749		748,749		748,749		0		0
Long-term debt	60,780		62,706		0		62,706		0

	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

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, 2013
Assets
Derivatives	$	0	$	13,477	$	0	$	(13,477	)	$	0
Available-for-sale investment securities	7,976		905,625		0		0			913,601
Total	$	7,976	$	919,102	$	0	$	(13,477	)	$	913,601
Liabilities
Derivatives	$	0	$	14,431	$	0	$	(13,477	)	$	954

	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

⁽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, 2013
Assets
Impaired loans (1)	$	0	$	0	$	13,699
OREO	0		0		5,358
Covered OREO	0		0		8,937

	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

⁽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), observable market data for similar assets and liabilities (Level 2), and independent third party valuations and borrower records, discounted as appropriate (Level 3).

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LOANS TO RELATED PARTIES

12 Months Ended

Dec. 31, 2013

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)	2013			2012			2011
Beginning balance	$	10,426		$	10,599		$	10,375
Additions	827			1,791			1,297
Deductions	(3,156		)	(1,964		)	(1,073		)
Ending balance	$	8,097		$	10,426		$	10,599
Loans 90 days past due	$	0		$	0		$	0

Related parties of First Financial, as defined for inclusion in the table above, were clients of and had transactions with subsidiaries of First Financial in the ordinary course of business during the periods noted. 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 non-related parties, and did not involve greater than a normal risk of collectibility or present other unfavorable features.

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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, 2013	Dec. 31, 2012
Fair Value, Inputs, Level 1 [Member]
Assets
Impaired loans	$ 0	$ 0
Other Real Estate Owned, Fair Value Disclosure	0	0
Covered Other Real Estate Owned, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member]
Assets
Impaired loans	0	0
Other Real Estate Owned, Fair Value Disclosure	0	0
Covered Other Real Estate Owned, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member]
Assets
Impaired loans	13,699	19,564
Other Real Estate Owned, Fair Value Disclosure	5,358	5,651
Covered Other Real Estate Owned, Fair Value Disclosure	$ 8,937	$ 14,059

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DERIVATIVES DERIVATIVES - Disclosure by Type of Financial Instrument (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	$ 14,431	$ 26,423
Derivative Liability, Fair Value, Amount Offset Against Collateral	(10,196)	(23,726)
Derivative, Fair Value, Gross Amount Not Offset Against Collateral, Net	(4,235)	(2,697)
Fair Value Hedges | Pay fixed interest rate swaps with counterparty | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	865	1,445
Derivative Liability, Fair Value, Amount Offset Against Collateral	(663)	(669)
Derivative, Fair Value, Gross Amount Not Offset Against Collateral, Net	(202)	(776)
Fair Value Hedges | Matched interest rate swaps | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	13,566	24,978
Derivative Liability, Fair Value, Amount Offset Against Collateral	(9,533)	(23,057)
Derivative, Fair Value, Gross Amount Not Offset Against Collateral, Net	$ (4,033)	$ (1,921)

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STOCK OPTIONS AND AWARDS (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

tock option activity for the year ended December 31, 2013, 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	1,991,375		$	14.13
Granted	0		0.00
Exercised	(841,888	)	12.84
Forfeited or expired	(162,811	)	16.62
Outstanding at end of year	986,676		$	14.82	2.5 years	$	2,641
Exercisable at end of year	986,676		$	14.82	2.5 years	$	2,641

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 exercise price. First Financial uses treasury shares purchased under the Company's share repurchase program to satisfy share-based exercises.

	2013		2012		2011
Total intrinsic value of options exercised	$	3,247	$	1,277	$	477
Cash received from exercises	$	73	$	320	$	150
Tax benefit from exercises	$	1,422	$	1,576	$	1,421

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:

	2013				2012				2011
	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	518,756		$	16.65	518,736		$	15.99	485,498		$	15.63
Granted	302,175		15.65		290,706		17.00		261,356		16.02
Vested	(263,302	)	16.63		(228,233	)	15.58		(200,525	)	14.87
Forfeited	(101,597	)	16.26		(62,453	)	16.61		(27,593	)	18.10
Nonvested at end of year	456,032		$	16.00	518,756		$	16.65	518,736		$	15.99

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FIRST FINANCIAL BANCORP. (PARENT COMPANY ONLY) FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2013

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)	2013		2012
Assets
Cash	$	88,420	$	106,196
Investment securities, available for sale	229		3,623
Other investments	4,851		0
Subordinated notes from subsidiaries	7,500		7,500
Investment in subsidiaries
Commercial banks	557,872		575,701
Nonbanks	18,682		18,671
Total investment in subsidiaries	576,554		594,372
Premises and equipment	1,455		1,706
Other assets	13,942		15,058
Total assets	$	692,951	$	728,455
Liabilities
Dividends payable	$	9,178	$	16,869
Other liabilities	1,612		1,161
Total liabilities	10,790		18,030
Shareholders’ equity	682,161		710,425
Total liabilities and shareholders’ equity	$	692,951	$	728,455

Statements of Income

	Years Ended December 31,
(Dollars in thousands)	2013			2012			2011
Income
Interest income	$	75		$	55		$	70
Noninterest income	0			421			0
Dividends from subsidiaries	58,700			73,800			48,700
Total income	58,775			74,276			48,770
Expenses
Interest expense	0			0			391
Provision for loan and lease losses	0			0			739
Salaries and employee benefits	4,042			4,612			4,449
Miscellaneous professional services	663			916			719
Other	5,059			5,209			5,240
Total expenses	9,764			10,737			11,538
Income before income taxes and equity in undistributed net earnings of subsidiaries	49,011			63,539			37,232
Income tax benefit	(3,659		)	(3,869		)	(4,263		)
Equity in undistributed (loss) earnings of subsidiaries	(4,321		)	(105		)	25,244
Net income	$	48,349		$	67,303		$	66,739

Statements of Cash Flows

	Years Ended December 31,
(Dollars in thousands)	2013			2012			2011
Operating activities
Net income	$	48,349		$	67,303		$	66,739
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed loss (earnings) of subsidiaries	4,321			105			(25,244		)
Provision for loan and lease losses	0			0			739
Depreciation and amortization	26			27			31
Stock-based compensation expense	3,803			4,186			3,935
Deferred income taxes	(676		)	(207		)	(509		)
(Decrease) increase in dividends payable	(7,691		)	673			10,342
Increase (decrease) in other liabilities	7,719			(1,799		)	(10,003		)
Decrease (increase) in other assets	1,266			(139		)	(241		)
Net cash provided by operating activities	57,117			70,149			45,789
Investing activities
Proceeds from calls and maturities of investment securities	48			0			158
Purchases of investment securities	(88		)	(474		)	(137		)
Net decrease in loans	0			0			2,681
Purchases of premises and equipment	(80		)	0			0
Other	307			109			514
Net cash provided by (used in) investing activities	187			(365		)	3,216
Financing activities
Redemption of junior subordinated debentures	0			0			(20,620		)
Cash dividends paid on common stock	(61,429		)	(67,797		)	(35,312		)
Treasury stock purchase	(11,778		)	(6,806		)	0
Proceeds from exercise of stock options, net of shares purchased	73			320			63
Excess tax benefit on share-based compensation	686			438			259
Other	(2,632		)	(1,400		)	478
Net cash used in financing activities	(75,080		)	(75,245		)	(55,132		)
Decrease in cash	(17,776		)	(5,461		)	(6,127		)
Cash at beginning of year	106,196			111,657			117,784
Cash at end of year	$	88,420		$	106,196		$	111,657

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

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 appropriate.

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 recorded 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 performing this review, management considers the length of time and extent to which the fair value of the security 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. First Financial performs its annual impairment test effective October 1 or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. First Financial reviews goodwill for impairment using both income and asset-based approaches.

Goodwill and Intangible Assets, Goodwill, Policy

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, 2013 and no impairment was indicated.  As of December 31, 2013, no events or changes in circumstances indicated that the fair value of a reporting unit was below its carrying value.

Goodwill. Assets and liabilities of acquired entities are recorded at their estimated fair values as of the acquisition date. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill.

Property, Plant and Equipment, Policy

Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are principally computed 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 useful life of the asset. 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 its estimated fair value at the time of the FDIC-assisted transactions. 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 as well as on-going assessment of the collectibility of the 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. The collectibility assessment includes evaluation of claims activity with the FDIC, adjustments to the indemnification asset from the accelerated discount on covered loans, the yield on the indemnification asset in relation to the yield on the underlying covered loans and the remaining term of the loss

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

Certain Loans and Debt Securities Acquired in Transfer, Recognizing Interest Income on Impaired Loans, Policy

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. These loss sharing agreements provide for partial 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 amounts must be shared with the FDIC for an additional three year period, again on the same pro-rata basis. The five year period of loss protection will expire for the majority of First Financial's covered commercial loans and covered OREO during the third quarter of 2014. The ten year period of loss protection on all other covered loans and covered OREO will expire during the third quarter of 2019.

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 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 observable market 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 administrator’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 administrator’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. Fair value of the FDIC indemnification asset was estimated using projected cash flows related to the loss sharing agreements based on expected reimbursements for losses and the applicable loss sharing percentages. 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, and may be impacted by the relatively short remaining term of loss sharing coverage on covered commercial assets. The five year period of loss protection will expire for the majority of First Financial's covered commercial loans and covered OREO during the third quarter of 2014. 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.

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.

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.  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.

Back to back swaps - First Financial enters into swap agreements with commercial borrowers and simultaneously enters into offsetting swap agreements, with substantially matching terms, with institutional counterparties. These matched 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.  This results in First Financial’s loan customers receiving fixed rate funding, while providing First Financial with a floating rate asset.

First Financial's matched interest rate swaps qualify as derivatives, but are not designated as hedging instruments. The net interest receivable or payable on matched interest rate swaps is accrued and recognized as an adjustment to interest income.  The fair values of matched interest rate swaps are included within Accrued interest and other assets and Accrued interest and other liabilities on the Consolidated Balance Sheets.

Pay fixed interest rate swaps - For unmatched, pay fixed interest rate swaps, which qualify for hedge accounting, the corresponding fair-value adjustment is included on the Consolidated Balance Sheets in the carrying value of the hedged item. The net interest receivable or payable on unmatched interest rate swaps is accrued and recognized as an adjustment to the interest income of the hedged item.  Gains and losses from derivatives not considered effective in hedging the change in fair value of the hedged item, if any, are recognized in income immediately.

Cash flow hedges - 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, while the fair value is included within Accrued interest and other assets or Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps designated as cash flow hedges are included in accumulated other comprehensive income (loss). Gains and losses from derivatives not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

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, canceled or expire, First Financial may be required to recognize an adjustment to tax expense.

Earnings Per Share, Policy

Earnings per share. Basic earnings 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 earnings 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. Consistent with prior years, management continued to review operating performance and make decisions as one banking segment

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 classified as nonaccrual 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 classified as nonaccrual. 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 collection of future principal and interest payments is no longer doubtful.

Impaired Financing Receivable, Policy

Loans classified as nonaccrual and loans modified as TDRs are considered impaired.

Loans and Leases Receivable, Real Estate Acquired Through Foreclosure, Policy

OREO is comprised of properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem loans.

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.

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 generally increased by provision 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, construction and commercial real estate loans, 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, payment record, guarantor support 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 loan type, 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 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 loan type, 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 classified as TDRs are individually evaluated to determine an appropriate allowance.

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. When a loan is placed on nonaccrual status, the accrual of interest income is discontinued and previously accrued, but unpaid, interest is reversed. 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 collection of future principal and interest payments is no longer doubtful.

Other Real Estate Owned Policy

Other real estate owned (OREO). OREO represents properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem loans. OREO properties are recorded at the lower of cost or fair value, less estimated disposal costs (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. Management performs periodic valuations to assess the adequacy of the recorded OREO balances and subsequent write-downs in the carrying value of OREO properties are expensed as incurred. Improvements to OREO 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. 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 pool level 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 acquired 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 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. 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 accelerated recognition of the remaining purchase discount that would have been recognized over the life of the loan had it not prepaid offset by a related adjustment to 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 acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem 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, less estimated disposal costs upon acquisition. Management performs periodic valuations to assess the adequacy of the recorded covered OREO balances and subsequent write-downs in the carrying value of covered OREO properties are expensed as incurred. Improvements to covered OREO 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. When management disposes of a covered 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 classified as nonaccrual 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 classified as nonaccrual. Any payments received while a loan is classified as nonaccrual are applied as a reduction to the carrying value of the loan. A loan may be returned to accrual status if 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.  

Cash Flow Hedges

Derivatives, Methods of Accounting, Hedging Derivatives

Cash flow hedges - 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, while the fair value is included within Accrued interest and other assets or Accrued interest and other liabilities on the Consolidated Balance Sheets. Changes in the fair value of interest rate swaps designated as cash flow hedges are included in accumulated other comprehensive income (loss). Gains and losses from derivatives not considered effective in hedging the cash flows related to the hedged items, if any, are recognized in income immediately.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating activities
Net income	$ 48,349	$ 67,303	$ 66,739
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan and lease losses	8,909	50,020	83,291
Depreciation and amortization	14,270	15,833	11,951
Stock-based compensation expense	3,803	4,186	3,935
Pension expense (income)	5,496	(481)	(1,349)
Net amortization of premiums/accretion of discounts on investment securities	13,088	12,171	5,224
Gains on sales of investments securities	(1,724)	(3,628)	(2,541)
Originations of loans held for sale	(152,324)	(223,075)	(157,825)
Net gains from sales of loans held for sale	(3,150)	(4,570)	(4,258)
Proceeds from sales of loans held for sale	158,853	232,523	166,541
Deferred income taxes	(25,328)	(14,085)	(14,463)
(Increase) decrease in interest receivable	(1,181)	3,267	(1,438)
(Increase) decrease in cash surrender value of life insurance	(4,187)	1,422	(805)
Decrease in prepaid expenses	495	5,321	6,230
Decrease in indemnification asset	(74,516)	(53,402)	(49,639)
(Decrease) increase in accrued expenses	(1,536)	3,374	(17,422)
Decrease in interest payable	(350)	(1,686)	(1,853)
Other	26,355	10,537	11,482
Net cash provided by operating activities	164,354	211,834	203,078
Investing activities
Proceeds from sales of investment securities available-for-sale	92,684	240,316	165,153
Proceeds from calls, paydowns and maturities of securities available-for-sale	186,820	269,236	342,973
Purchases of securities available-for-sale	(214,398)	(1,022,772)	(1,027,754)
Proceeds from calls, paydowns and maturities of securities held-to-maturity	157,647	154,071	12,002
Purchases of securities held-to-maturity	(233,111)	(7,521)	0
Net (increase) decrease in interest-bearing deposits with other banks	(1,489)	351,057	(198,446)
Net increase in loans and leases, excluding covered loans	(347,451)	(240,113)	(53,946)
Net decrease in covered assets	239,034	255,905	340,877
Proceeds from disposal of other real estate owned	27,319	35,357	40,994
Purchases of premises and equipment	(7,295)	(25,502)	(23,541)
Net cash acquired from acquisition	0	0	620,640
Net cash (used in) provided by investing activities	(100,240)	10,034	218,952
Financing activities
Net decrease in total deposits	(118,333)	(687,000)	(310,029)
Net increase in short-term borrowings	124,179	525,139	39,589
Payments on long-term borrowings	(14,394)	(1,313)	(52,308)
Redemption of other long-term debt	0	0	(20,620)
Cash dividends paid on common stock	(61,429)	(67,797)	(35,312)
Treasury stock purchase	(11,778)	(6,806)	0
Proceeds from exercise of stock options	73	320	63
Excess tax benefit on share-based compensation	686	438	259
Net cash used in financing activities	(80,996)	(237,019)	(378,358)
Cash and Due from Banks
Net (decrease) increase in Cash and Due from Banks	(16,882)	(15,151)	43,672
Cash and Due from Banks at beginning of year	134,502	149,653	105,981
Cash and Due from Banks at end of year	117,620	134,502	149,653
Supplemental disclosures
Interest paid	17,238	29,276	46,774
Income taxes paid	36,312	54,685	60,438
Acquisition of other real estate owned through foreclosure	37,700	29,956	53,865
Issuance of restricted stock awards	4,730	4,943	4,188
Branch Acquisitions [Member]
Supplemental schedule for investing activities
Assets acquired - banking center acquisitions	0	0	765,125
Liabilities assumed - banking center acquisitions	0	0	808,355
Goodwill	$ 0	$ 0	$ 43,230

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DERIVATIVES (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Derivative Financial Instruments and Balances

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

		December 31, 2013							December 31, 2012
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance Sheet Location	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Fair Value Hedges - Instruments associated with loans
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	$	9,836	$	0	$	(865	)	$	12,739	$	0	$	(1,445	)
Matched interest rate swaps with borrower	Accrued interest and other assets and other liabilities	451,744		11,710		(1,767		)	461,377		24,135		0
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	451,744		1,767		(11,799		)	461,377		0		(24,978		)
Total		$	913,324	$	13,477	$	(14,431	)	$	935,493	$	24,135	$	(26,423	)

Disclosure by Type of Financial Instrument [Table Text Block]

The following table discloses the gross and net amounts of liabilities recognized in the Consolidated Balance Sheets:

	December 31, 2013							December 31, 2012
(Dollars in thousands)	Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of liabilities presented in the Consolidated Balance Sheets		Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of liabilities presented in the Consolidated Balance Sheets
Fair value hedges
Pay fixed interest rate swaps with counterparty	$	865	$	(663	)	$	202	$	1,445	$	(669	)	$	776
Matched interest rate swaps	13,566		(9,533		)	4,033		24,978		(23,057		)	1,921
Total	$	14,431	$	(10,196	)	$	4,235	$	26,423	$	(23,726	)	$	2,697

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, 2013:

							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	$	9,836	2.9	$	(865	)	2.14	%	6.85	%
Receive fixed, matched interest rate swaps with borrower	451,744		4.2	9,943			4.83	%	2.86	%
Pay fixed, matched interest rate swaps with counterparty	451,744		4.2	(10,032		)	2.86	%	4.83	%
Total asset conversion swaps	$	913,324	4.2	$	(954	)	3.83	%	3.88	%

Location and Amounts Recognized for Fair Value Hedges

The following table details the location and amounts recognized in the Consolidated Statements of Income 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,
		2013			2012			2011
Interest rate contracts
Loans	Interest income - loans	$	(515	)	$	(706	)	$	(891	)
Total		$	(515	)	$	(706	)	$	(891	)

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PREMISES AND EQUIPMENT - Operating leases (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Operating Leased Assets [Line Items]
2012	$ 7,527
2013	6,903
2014	5,935
2015	4,733
2016	4,046
Thereafter	18,840
Total	$ 47,984

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

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, 2013
	Total other comprehensive income															Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification			Reclassification from			Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain (loss) on investment securities	$	(44,365	)	$	1,724		$	(46,089	)	$	16,998		$	(29,091	)	$	12,802		$	(29,091	)	$	(16,289	)
Unrealized gain (loss) on derivatives	778			(412		)	1,190			(445		)	745			(143		)	745			602
Retirement obligation	17,054			(8,460		)	25,514			(9,741		)	15,773			(31,338		)	15,773			(15,565		)
Foreign currency translation	(31		)	0			(31		)	0			(31		)	2			(31		)	(29		)
Total	$	(26,564	)	$	(7,148	)	$	(19,416	)	$	6,812		$	(12,604	)	$	(18,677	)	$	(12,604	)	$	(31,281	)

	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 (loss) on investment securities	$	214		$	(81	)	$	133		$	12,669		$	133		$	12,802
Unrealized gain (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 (loss) on investment securities	$	5,792		$	(2,187	)	$	3,605		$	9,064		$	3,605		$	12,669
Unrealized gain (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	)

Other Accumulated Comprehensive income reclassified from AOCI [Table Text Block]

The following table details the activity reclassified from accumulated other comprehensive income into income during the period:

	December 31, 2013
(Dollars in thousands)	Amount Reclassified from Accumulated Other Comprehensive Income (1)			Affected Line Item in the Consolidated Statements of Income
Gains and loss on cash flow hedges
Interest rate contracts	$	(412	)	Interest expense - deposits
Realized gains and losses on securities available-for-sale	1,724			Gains on sales of investments securities
Defined benefit pension plan
Amortization of prior service cost	423			(2)
Recognized net actuarial loss	(2,709		)	(2)
Pension settlement charges	(6,174		)	Pension settlement charges
Amortization and settlement charges of defined benefit pension items	(8,460		)
Total reclassifications for the period, before tax	$	(7,148	)

⁽¹⁾ Negative amounts are debits to profit/loss.

⁽²⁾ Included in the computation of net periodic pension cost (see Note 17 - Employee Benefit Plans for additional details).

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COMMITMENTS AND CONTINGENCIES (Detail) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Line Items]
Letters of credit issued to guarantee performance of a client to a third party	$ 14,000,000	$ 14,800,000
Commitments to Extend Credit
Commitments and Contingencies Disclosure [Line Items]
Commitments outstanding to extend credit	$ 1,400,000,000	$ 1,200,000,000

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LOANS (covered) - Covered Commercial and Consumer Credit Exposure by Risk Attribute (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment [Line Items]
Covered loans	$ 457,873	$ 748,116
Commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	42,316	102,126
Real estate-commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	268,633	465,555
Real estate - residential
Financing Receivable, Recorded Investment [Line Items]
Covered loans	80,733	100,694
Installment
Financing Receivable, Recorded Investment [Line Items]
Covered loans	5,641	8,674
Home equity
Financing Receivable, Recorded Investment [Line Items]
Covered loans	49,624	57,458
Other
Financing Receivable, Recorded Investment [Line Items]
Covered loans	2,370	2,978
Commercial total
Financing Receivable, Recorded Investment [Line Items]
Covered loans	319,505	578,312
Commercial total | Commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	42,316	102,126
Commercial total | Real estate-construction
Financing Receivable, Recorded Investment [Line Items]
Covered loans	8,556	10,631
Commercial total | Real estate-commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	268,633	465,555
Commercial total | Pass
Financing Receivable, Recorded Investment [Line Items]
Covered loans	209,531	263,660
Commercial total | Pass | Commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	25,196	48,213
Commercial total | Pass | Real estate-construction
Financing Receivable, Recorded Investment [Line Items]
Covered loans	1,714	2,304
Commercial total | Pass | Real estate-commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	182,621	213,143
Commercial total | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Covered loans	14,915	87,194
Commercial total | Special Mention | Commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	2,011	16,293
Commercial total | Special Mention | Real estate-construction
Financing Receivable, Recorded Investment [Line Items]
Covered loans	0	7
Commercial total | Special Mention | Real estate-commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	12,904	70,894
Commercial total | Substandard
Financing Receivable, Recorded Investment [Line Items]
Covered loans	94,643	225,261
Commercial total | Substandard | Commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	14,693	35,596
Commercial total | Substandard | Real estate-construction
Financing Receivable, Recorded Investment [Line Items]
Covered loans	6,842	8,320
Commercial total | Substandard | Real estate-commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	73,108	181,345
Commercial total | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Covered loans	416	2,197
Commercial total | Doubtful | Commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	416	2,024
Commercial total | Doubtful | Real estate-construction
Financing Receivable, Recorded Investment [Line Items]
Covered loans	0	0
Commercial total | Doubtful | Real estate-commercial
Financing Receivable, Recorded Investment [Line Items]
Covered loans	0	173
Total
Financing Receivable, Recorded Investment [Line Items]
Covered loans	138,368	169,804
Total | Real estate - residential
Financing Receivable, Recorded Investment [Line Items]
Covered loans	80,733	100,694
Total | Installment
Financing Receivable, Recorded Investment [Line Items]
Covered loans	5,641	8,674
Total | Home equity
Financing Receivable, Recorded Investment [Line Items]
Covered loans	49,624	57,458
Total | Other
Financing Receivable, Recorded Investment [Line Items]
Covered loans	2,370	2,978
Total | Performing
Financing Receivable, Recorded Investment [Line Items]
Covered loans	136,470	165,566
Total | Performing | Real estate - residential
Financing Receivable, Recorded Investment [Line Items]
Covered loans	80,733	100,694
Total | Performing | Installment
Financing Receivable, Recorded Investment [Line Items]
Covered loans	5,636	8,674
Total | Performing | Home equity
Financing Receivable, Recorded Investment [Line Items]
Covered loans	47,731	53,231
Total | Performing | Other
Financing Receivable, Recorded Investment [Line Items]
Covered loans	2,370	2,967
Total | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Covered loans	1,898	4,238
Total | Nonperforming | Real estate - residential
Financing Receivable, Recorded Investment [Line Items]
Covered loans	0	0
Total | Nonperforming | Installment
Financing Receivable, Recorded Investment [Line Items]
Covered loans	5	0
Total | Nonperforming | Home equity
Financing Receivable, Recorded Investment [Line Items]
Covered loans	1,893	4,227
Total | Nonperforming | Other
Financing Receivable, Recorded Investment [Line Items]
Covered loans	$ 0	$ 11

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
ASSETS
Cash and due from banks	$ 117,620	$ 134,502
Interest-bearing deposits with other banks	25,830	24,341
Investment securities available-for-sale, at market value (cost $945,052 at December 31, 2013 and $1,017,104 at December 31, 2012)	913,601	1,032,096
Investment securities held-to-maturity (market value $824,985 at December 31, 2013 and $778,474 at December 31, 2012)	837,272	770,755
Other investments	47,427	71,492
Loans held for sale	8,114	16,256
Loans:
Commercial	1,035,668	861,033
Real estate - construction	80,741	73,517
Real estate - commercial	1,496,987	1,417,008
Real estate - residential	352,931	318,210
Installment	47,133	56,810
Home equity	376,454	367,500
Credit card	35,592	34,198
Lease financing	80,135	50,788
Total loans, excluding covered loans	3,505,641	3,179,064
Less: Allowance for loan and lease losses - uncovered	43,829	47,777
Net loans - excluding covered loans	3,461,812	3,131,287
Covered loans	457,873	748,116
Less: Allowance for loan and lease losses - covered	18,901	45,190
Net loans – covered	438,972	702,926
Total net loans	3,900,784	3,834,213
Premises and equipment	137,110	146,716
Goodwill	95,050	95,050
Other intangibles	5,924	7,648
FDIC indemnification asset	45,091	119,607
Accrued interest and other assets	283,390	244,372
Total assets	6,417,213	6,497,048
Deposits:
Interest-bearing demand	1,125,723	1,160,815
Savings	1,612,005	1,623,614
Time	952,327	1,068,637
Total interest-bearing deposits	3,690,055	3,853,066
Noninterest-bearing	1,147,452	1,102,774
Total deposits	4,837,507	4,955,840
Federal funds purchased and securities sold under agreements to repurchase	94,749	122,570
Federal Home Loan Bank short-term borrowings	654,000	502,000
Total short-term borrowings	748,749	624,570
Long-term debt	60,780	75,202
Total borrowed funds	809,529	699,772
Accrued interest and other liabilities	88,016	131,011
Total liabilities	5,735,052	5,786,623
Shareholders' equity
Common stock - no par value	577,076	579,293
Retained earnings	324,192	330,004
Accumulated other comprehensive loss	(31,281)	(18,677)
Treasury stock, at cost, 11,197,685 shares in 2013 and 10,684,496 shares in 2012	(187,826)	(180,195)
Total shareholders' equity	682,161	710,425
Total liabilities and shareholders’ equity	$ 6,417,213	$ 6,497,048

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LOANS TO RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 2013

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)	2013			2012			2011
Beginning balance	$	10,426		$	10,599		$	10,375
Additions	827			1,791			1,297
Deductions	(3,156		)	(1,964		)	(1,073		)
Ending balance	$	8,097		$	10,426		$	10,599
Loans 90 days past due	$	0		$	0		$	0

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STOCK OPTIONS AND AWARDS (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Restricted Stock [Member]	Dec. 31, 2012 Restricted Stock [Member]	Dec. 31, 2011 Restricted Stock [Member]	Dec. 31, 2013 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	$ 3,803,000	$ 4,186,000	$ 3,935,000
Total unrecognized compensation cost	4,200,000
Unrecognized compensation cost, period for recognition (in years)	1 year 336 days
Number of plans	5
Number of shares authorized							7,507,500	1,500,000	25,647	75,000	1,502,848
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				4,400,000
Activity for stock option plan [Roll Forward]
Outstanding at beginning of year (in shares)	1,991,375
Weighted average exercise price, outstanding at beginning of year (in dollars per share)	$ 14.13
Weighted average remaining contractual term, outstanding at end of year (in years)	2 years 165 days
Aggregate intrinsic value, outstanding at end of year	2,641
Aggregate intrinsic value, exercisable at end of year	2,641
Granted (in shares)	0
Weighted average exercise price, granted (in dollars per share)	$ 0.00
Exercised (in shares)	(841,888)
Weighted average exercise price, exercised (in dollars per share)	$ 12.84
Forfeited or expired (in shares)	(162,811)
Weighted average exercise price, forfeited or expired (in dollars per share)	$ 16.62
Exercised (in shares)	986,676
Weighted average exercise price, Exercisable (in dollars per share)	$ 14.82
Weighted average remaining contractual life, exercisable at end of year (in years)	2 years 165 days
Outstanding at end of year (in shares)	986,676	1,991,375
Weighted average exercise price, outstanding at end of year (in dollars per share)	$ 14.82	$ 14.13
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total intrinsic value of options exercised	3,247,000	1,277,000	477,000
Cash received from exercises	73,000	320,000	150,000
Tax benefit from exercises	$ 1,422,000	$ 1,576,000	$ 1,421,000
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				518,756	518,736	485,498
Number of shares granted				302,175	290,706	261,356
Number of shares vested				(263,302)	(228,233)	(200,525)
Number of shares forfeited				(101,597)	(62,453)	(27,593)
Number of shares nonvested at end of year				456,032	518,756	518,736
Weighted average of shares fair value, nonvested at beginning of year				$ 16.65	$ 15.99	$ 15.63
Weighted average of shares fair value granted				$ 15.65	$ 17.00	$ 16.02
Weighted average of shares fair value vested				$ 16.63	$ 15.58	$ 14.87
Weighted average of shares fair value forfeited				$ 16.26	$ 16.61	$ 18.10
Weighted average of shares fair value, nonvested at end of year				$ 16.00	$ 16.65	$ 15.99

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Retained earnings	Accumulated other comprehensive income (loss)	Treasury stock
Balances at January 1, 2011 at Dec. 31, 2010	$ 697,394	$ 580,097	$ 310,271	$ (12,044)	$ (180,930)
Balances at January 1, 2011 at Dec. 31, 2010		68,730,731			(10,665,754)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	66,739		66,739
Other comprehensive loss	(9,446)			(9,446)
Cash dividends declared:
Common stock at $0.94 per share in 2013, $1.18 per share in 2012, and $0.78 per share in 2011	(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	579,871	331,351	(21,490)	(177,511)
Ending Balances (in shares) at Dec. 31, 2011		68,730,731			(10,463,677)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	67,303		67,303
Other comprehensive loss	2,813			2,813
Cash dividends declared:
Common stock at $0.94 per share in 2013, $1.18 per share in 2012, and $0.78 per share in 2011	(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)					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	579,293	330,004	(18,677)	(180,195)
Ending Balances (in shares) at Dec. 31, 2012		68,730,731			(10,684,496)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	48,349		48,349
Other comprehensive loss	(12,604)			(12,604)
Cash dividends declared:
Common stock at $0.94 per share in 2013, $1.18 per share in 2012, and $0.78 per share in 2011	(54,161)		(54,161)
Treasury Stock, Shares, Acquired	(750,145)				(750,145)
Treasury Stock, Value, Acquired, Cost Method	(11,778)				(11,778)
Excess tax benefit on share-based compensation	686	686
Exercise of stock options, net of shares purchased (in shares)	841,888				121,597
Exercise of stock options, net of shares purchased	(1,230)	(3,271)			2,041
Restricted stock awards, net of forfeitures (in shares)					115,359
Restricted stock awards, net of forfeitures	(1,329)	(3,435)			2,106
Share-based compensation expense	3,803	3,803
Ending Balances at Dec. 31, 2013	$ 682,161	$ 577,076	$ 324,192	$ (31,281)	$ (187,826)
Ending Balances (in shares) at Dec. 31, 2013		68,730,731			(11,197,685)

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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, 2013	Dec. 31, 2012	Dec. 31, 2011
Numerator for basic and diluted earnings per share -income available to common shareholders:
Net income	$ 48,349	$ 67,303	$ 66,739
Denominator for basic earnings per share - weighted average shares	57,270,233	57,876,685	57,691,979
Effect of dilutive securities -
Employee stock awards	692,050	873,293	907,428
Warrants	110,771	118,814	93,798
Denominator for diluted earnings per share - adjusted weighted average shares	58,073,054	58,868,792	58,693,205
Basic	$ 0.84	$ 1.16	$ 1.16
Diluted	$ 0.83	$ 1.14	$ 1.14

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INVESTMENTS - Summary of Held-To-Maturity and Available-For-Sale Investment Securities (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Investment Holdings [Line Items]
Available-for-sale Securities, Current	$ 90,960,000	$ 236,700,000
Held-to-Maturity Amortized Cost	837,272,000	770,755,000
Held To Maturity Gross Unrealized Gain Accumulated In Investments	1,772,000	9,021,000
Held To Maturity Securities Gross Unrealized Loss Accumulated In Investments	14,059,000	1,302,000
Held-to-Maturity Market Value	824,985,000	778,474,000
Available-for-Sale Amortized Cost	945,052,000	1,017,104,000
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	5,645,000	16,725,000
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	37,096,000	1,733,000
Available-for-Sale Market Value	913,601,000	1,032,096,000	162,600,000
Investment securities, available for sale	913,601,000	1,032,096,000	162,600,000
Available-for-sale Securities, Gross Realized Gains	1,700,000	3,600,000	2,500,000
Available-for-sale Securities, Gains, After Tax	1,100,000	2,300,000	1,600,000
Securities Owned and Pledged as Collateral, Description	1,100,000,000	1,200,000,000
U.S. Treasuries
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	0
Held To Maturity Gross Unrealized Gain Accumulated In Investments	0
Held To Maturity Securities Gross Unrealized Loss Accumulated In Investments	0
Held-to-Maturity Market Value	0
Available-for-Sale Amortized Cost	97,000
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	0
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	7,000
Available-for-Sale Market Value	90,000
Investment securities, available for sale	90,000
Securities of U.S. government agencies and corporations
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	18,981,000	20,512,000
Held To Maturity Gross Unrealized Gain Accumulated In Investments	0	679,000
Held To Maturity Securities Gross Unrealized Loss Accumulated In Investments	791,000	0
Held-to-Maturity Market Value	18,190,000	21,191,000
Available-for-Sale Amortized Cost	9,980,000	15,562,000
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	0	333,000
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	404,000	0
Available-for-Sale Market Value	9,576,000	15,895,000
Investment securities, available for sale	9,576,000	15,895,000
Mortgage-backed securities
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	775,025,000	740,891,000
Held To Maturity Gross Unrealized Gain Accumulated In Investments	1,337,000	8,077,000
Held To Maturity Securities Gross Unrealized Loss Accumulated In Investments	12,229,000	1,290,000
Held-to-Maturity Market Value	764,133,000	747,678,000
Available-for-Sale Amortized Cost	678,267,000	854,150,000
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	5,372,000	14,564,000
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	28,593,000	1,485,000
Available-for-Sale Market Value	655,046,000	867,229,000
Investment securities, available for sale	655,046,000	867,229,000
Obligations of state and other political subdivisions
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	25,788,000	9,352,000
Held To Maturity Gross Unrealized Gain Accumulated In Investments	152,000	265,000
Held To Maturity Securities Gross Unrealized Loss Accumulated In Investments	1,039,000	12,000
Held-to-Maturity Market Value	24,901,000	9,605,000
Available-for-Sale Amortized Cost	33,410,000	35,913,000
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	10,000	169,000
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	3,097,000	84,000
Available-for-Sale Market Value	30,323,000	35,998,000
Investment securities, available for sale	30,323,000	35,998,000
Asset-backed Securities [Member]
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	0	0
Held To Maturity Gross Unrealized Gain Accumulated In Investments	0	0
Held To Maturity Securities Gross Unrealized Loss Accumulated In Investments	0	0
Held-to-Maturity Market Value	0	0
Available-for-Sale Amortized Cost	114,209,000	57,000,000
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	1,000	90,000
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	616,000	1,000
Available-for-Sale Market Value	113,594,000	57,089,000
Investment securities, available for sale	113,594,000	57,089,000
Other securities
Investment Holdings [Line Items]
Held-to-Maturity Amortized Cost	17,478,000	0
Held To Maturity Gross Unrealized Gain Accumulated In Investments	283,000	0
Held To Maturity Securities Gross Unrealized Loss Accumulated In Investments	0	0
Held-to-Maturity Market Value	17,761,000	0
Available-for-Sale Amortized Cost	109,089,000	54,479,000
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	262,000	1,569,000
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	4,379,000	163,000
Available-for-Sale Market Value	104,972,000	55,885,000
Investment securities, available for sale	$ 104,972,000	$ 55,885,000

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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, 2013	Dec. 31, 2012	Dec. 31, 2011
Assets
Derivatives	$ 13,477	$ 24,135
Investment securities, available for sale	913,601	1,032,096	162,600
Liabilities
Derivatives	14,431	26,423
Fair Value, Measurements, Recurring
Assets
Derivatives	0	0
Investment securities, available for sale	913,601	1,032,096
Total	913,601	1,032,096
Liabilities
Derivatives	954	2,517
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 [Member]
Assets
Derivatives	0	0
Investment securities, available for sale	7,976	144
Total	7,976	144
Liabilities
Derivatives	0	0
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 [Member]
Assets
Derivatives	13,477	24,135
Investment securities, available for sale	905,625	1,031,952
Total	919,102	1,056,087
Liabilities
Derivatives	14,431	26,652
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 [Member]
Assets
Derivatives	0	0
Investment securities, available for sale	0	0
Total	0	0
Liabilities
Derivatives	0	0
Fair Value, Measurements, Recurring | Netting Adjustments
Assets
Derivatives	(13,477)	(24,135)
Investment securities, available for sale	0	0
Total	(13,477)	(24,135)
Liabilities
Derivatives	$ (13,477)	$ (24,135)

XML

LOANS (covered) (Tables) (Covered Loans)

12 Months Ended

Dec. 31, 2013

Accounts, Notes, Loans and Financing Receivable [Line Items]

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:

	2013						2012
(Dollars in thousands)	Loans Accounted For Under FASB ASC Topic 310-30		Loans excluded from FASB ASC Topic 310-30		Total Covered Loans		Loans Accounted For Under FASB ASC Topic 310-30		Loans Excluded From FASB ASC Topic 310-30		Total Covered Loans
Commercial	$	41,172	$	1,144	$	42,316	$	94,775	$	7,351	$	102,126
Real estate - construction	8,556		0		8,556		10,631		0		10,631
Real estate - commercial	263,146		5,487		268,633		458,066		7,489		465,555
Real estate - residential	80,733		0		80,733		100,694		0		100,694
Installment	5,073		568		5,641		7,911		763		8,674
Home equity	975		48,649		49,624		2,080		55,378		57,458
Other covered loans	0		2,370		2,370		0		2,978		2,978
Total covered loans	$	399,655	$	58,218	$	457,873	$	674,157	$	73,959	$	748,116

Commercial and Consumer Credit Exposure by Risk Attribute

Covered commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2013
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	25,196	$	1,714	$	182,621	$	209,531
Special Mention	2,011		0		12,904		14,915
Substandard	14,693		6,842		73,108		94,643
Doubtful	416		0		0		416
Total	$	42,316	$	8,556	$	268,633	$	319,505

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	80,733	$	5,636	$	47,731	$	2,370	$	136,470
Nonperforming	0		5		1,893		0		1,898
Total	$	80,733	$	5,641	$	49,624	$	2,370	$	138,368

	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

Covered Nonaccrual Loans

Information as to covered nonaccrual loans, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

(Dollars in thousands)	2013		2012		2011
Impaired loans
Nonaccrual loans (1)
Commercial	$	540	$	4,498	$	7,203
Real estate-commercial	1,349		2,986		2,192
Installment	5		0		0
Home equity	1,893		4,227		1,747
All other	0		11		18
Total nonaccrual loans	3,787		11,722		11,160
Accruing troubled debt restructurings	335		0		0
Total impaired loans	$	4,122	$	11,722	$	11,160
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	412	$	673	$	1,020
Interest included in income
Nonaccrual loans	24		85		58
Troubled debt restructurings	6		0		0
Total interest included in income	30		85		58
Net impact on interest income	$	382	$	588	$	962

⁽¹⁾Nonaccrual loans include nonaccrual TDRs of $0.9 million as of December 31, 2013 and none as of December 31, 2012 and 2011.

Investment in Impaired Loans

First Financial’s investment in covered impaired loans, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

	As of 12/31/2013
(Dollars in thousands)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	875	$	1,131	$	0	$	1,832	$	11
Real estate - commercial	1,349		2,648		0		1,786		4
Installment	5		5		0		2		0
Home equity	1,893		2,899		0		2,611		15
All other	0		0		0		8		0
Total	$	4,122	$	6,683	$	0	$	6,239	$	30

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		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)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		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

Changes in Other Real Estate Owned

Changes in covered OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2013		2012		2011
Balance at beginning of year	$	28,862	$	44,818	$	35,257
Additions
Commercial	23,846		16,759		46,880
Residential	879		3,916		2,753
Total additions	24,725		20,675		49,633
Disposals
Commercial	22,065		27,044		26,693
Residential	948		2,820		7,849
Total disposals	23,013		29,864		34,542
Valuation adjustments
Commercial	3,320		5,872		4,407
Residential	134		895		1,123
Total valuation adjustments	3,454		6,767		5,530
Balance at end of year	$	27,120	$	28,862	$	44,818

Loans Excluded from FASB ASC Topic 310-30

Accounts, Notes, Loans and Financing Receivable [Line Items]

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)	2013			2012			2011
Balance at beginning of year	$	224,694		$	344,410		$	509,945
Reclassification from non-accretable difference	1,470			29,606			39,079
Accretion	(58,422		)	(91,485		)	(125,524		)
Other net activity (1)	(34,071		)	(57,837		)	(79,090		)
Balance at end of year	$	133,671		$	224,694		$	344,410

⁽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, 2013
(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	$	60	$	335	$	483	$	878	$	266	$	1,144	$	0
Real estate - commercial	184		0		1,263		1,447		4,040		5,487		0
Installment	0		0		5		5		563		568		0
Home equity	239		36		1,727		2,002		46,647		48,649		0
All other	9		4		0		13		2,357		2,370		0
Total	$	492	$	375	$	3,478	$	4,345	$	53,873	$	58,218	$	0

	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

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LOANS (excluding covered loans) - Restructured Loans (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 loans D	Dec. 31, 2012 loans	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured Loans, Nonaccrual Status	$ 13,000,000	$ 14,100,000	$ 18,100,000
Loans and Leases Receivable, Impaired, Commitment to Lend		3,500,000
Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Extended Maturities	8,146,000	8,838,000
Adjusted Interest Rates	520,000	220,000
Combined Rate And Maturity	950,000	1,403,000
Forebearance Agreements	0	3,261,000
Other	3,953,000	2,860,000
Total	13,569,000	16,582,000
Number of Restructured Loans	217	145
Restructured loans, Number of Loans	131	95
Restructured loans, Restructured loans, Pre-Modification Loan Balance	18,067,000	22,298,000
Restructured loans, Period End Balance	13,569,000	16,582,000
Restructured loans with payment default within 12 months of modification, Number of Loans	22	6
Restructured loans with payment default within 12 months of modification, Period End Balance	5,445,000	2,714,000
Total restructured loans	28,100,000	25,000,000
Restructured Loans, Accrual Status	15,094,000	10,856,000	4,009,000
Restructured Loans, Nonaccrual Status	13,000,000	14,100,000
Allowance for loan and lease losses lncluded in reserves for restructured loans	4,400,000	3,000,000
Restructured loans uncollectible portion written off	2,800,000	7,200,000
Accruing TDRs performing in accordance with restructured terms for more than one year	9,000,000	2,700,000
Restructured loans performance threshold (days)	90
Non Covered Loans | Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	15	23
Restructured loans, Restructured loans, Pre-Modification Loan Balance	8,582,000	8,955,000
Restructured loans, Period End Balance	6,431,000	7,050,000
Restructured loans with payment default within 12 months of modification, Number of Loans	4	2
Restructured loans with payment default within 12 months of modification, Period End Balance	4,875,000	1,646,000
Non Covered Loans | Real estate-construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	0	0
Restructured loans, Restructured loans, Pre-Modification Loan Balance	0	0
Restructured loans, Period End Balance	0	0
Restructured loans with payment default within 12 months of modification, Number of Loans	0	1
Restructured loans with payment default within 12 months of modification, Period End Balance	0	301,000
Non Covered Loans | Real estate-commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	18	28
Restructured loans, Restructured loans, Pre-Modification Loan Balance	4,925,000	11,018,000
Restructured loans, Period End Balance	3,477,000	7,201,000
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	236,000	767,000
Non Covered Loans | Real estate - residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	38	22
Restructured loans, Restructured loans, Pre-Modification Loan Balance	2,612,000	1,572,000
Restructured loans, Period End Balance	2,317,000	1,578,000
Restructured loans with payment default within 12 months of modification, Number of Loans	3	0
Restructured loans with payment default within 12 months of modification, Period End Balance	112,000	0
Non Covered Loans | Installment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	18	0
Restructured loans, Restructured loans, Pre-Modification Loan Balance	333,000	0
Restructured loans, Period End Balance	227,000	0
Restructured loans with payment default within 12 months of modification, Number of Loans	4	0
Restructured loans with payment default within 12 months of modification, Period End Balance	24,000	0
Non Covered Loans | Home equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans	42	22
Restructured loans, Restructured loans, Pre-Modification Loan Balance	1,615,000	753,000
Restructured loans, Period End Balance	1,117,000	753,000
Restructured loans with payment default within 12 months of modification, Number of Loans	8	0
Restructured loans with payment default within 12 months of modification, Period End Balance	198,000	0
Non Covered Loans | Residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loan relationships review threshold	$ 100,000

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INCOME TAXES

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

Income Taxes

Income tax expense consisted of the following components:

(Dollars in thousands)	2013			2012			2011
Current expense
Federal	$	41,679		$	45,571		$	46,270
State	2,883			4,956			6,493
Total current expense	44,562			50,527			52,763
Deferred (benefit) expense
Federal	(21,393		)	(12,499		)	(12,836		)
State	(3,935		)	(1,586		)	(1,627		)
Total deferred (benefit) expense	(25,328		)	(14,085		)	(14,463		)
Income tax expense	$	19,234		$	36,442		$	38,300

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)	2013			2012			2011
Income taxes computed at federal statutory rate (35%) on income before income taxes	$	23,646		$	36,311		$	36,763
Tax-exempt income	(1,266		)	(626		)	(586		)
Bank-owned life insurance	(409		)	(680		)	(612		)
Tax credits	(1,100		)	(1,200		)	(1,200		)
State income taxes, net of federal tax benefit	(588		)	2,191			3,163
Tax settlement of unconsolidated subsidiary	(1,318		)	0			0
Other	269			446			772
Income tax expense	$	19,234		$	36,442		$	38,300

The major components of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2013, and 2012, were as follows:

(Dollars in thousands)	2013			2012
Deferred tax assets
Allowance for loan and lease losses	$	23,074		$	35,107
Deferred compensation	564			496
Mark to market adjustment on loans and derivatives	77			128
Postretirement benefits other than pension liability	86			113
Accrued stock-based compensation	1,222			1,681
Other reserves	143			438
Other real estate owned write-downs	2,507			3,640
Accrued expenses	3,617			4,611
Net unrealized losses on investment securities and derivatives	8,871			0
Other	1,390			1,094
Total deferred tax assets	41,551			47,308
Deferred tax liabilities
Tax depreciation greater than book depreciation	(7,450		)	(7,997		)
FHLB and FRB stock	(6,230		)	(17,060		)
Mortgage-servicing rights	(12		)	(109		)
Leasing activities	(3,833		)	(1,919		)
Deferred section 597 gain	(20,550		)	(41,614		)
Prepaid pension	(15,727		)	(5,839		)
Intangible assets	(11,612		)	(10,214		)
Deferred loan fees and costs	(2,136		)	(1,737		)
Prepaid expenses	(535		)	(721		)
Net unrealized gains on investment securities and derivatives	0			(7,682		)
Fair value adjustments on acquisitions	(6,714		)	(17,181		)
Other	(1,180		)	(1,803		)
Total deferred tax liabilities	(75,979		)	(113,876		)
Total net deferred tax liability	$	(34,428	)	$	(66,568	)

At December 31, 2013, and 2012, 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, 2013 and 2012.

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. Tax years 2010 through 2012 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 2012 remain open to state and local examination by various other jurisdictions.

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ALLOWANCE FOR LOAN AND LEASE LOSSES (Tables)

12 Months Ended

Dec. 31, 2013

Changes in the Allowance for Loan and Lease Losses for the Previous Three Years

Changes in the allowance for loan and lease losses for the three years ended December 31 were as follows:

(Dollars in thousands)	2013			2012			2011
Balance at beginning of year	$	47,777		$	52,576		$	57,235
Provision for loan and lease losses	8,714			19,117			19,210
Loans charged-off	(17,283		)	(25,312		)	(25,798		)
Recoveries	4,621			1,396			1,929
Balance at end of year	$	43,829		$	47,777		$	52,576

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:

	2013
			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	$	7,926	$	3,268		$	24,151	$	3,599	$	522		$	5,173	$	3,138	$	47,777
Provision for loan and lease losses	5,385		(3,115		)	2,659		593		(132		)	1,937		1,387		8,714
Gross charge-offs	3,415		1			8,326		1,016		335			2,409		1,781		17,283
Recoveries	672		672			1,994		203		310			508		262		4,621
Total net charge-offs	2,743		(671		)	6,332		813		25			1,901		1,519		12,662
Ending allowance for loan and lease losses	$	10,568	$	824		$	20,478	$	3,379	$	365		$	5,209	$	3,006	$	43,829
Ending allowance on loans individually evaluated for impairment	$	2,080	$	0		$	2,872	$	348	$	0		$	2	$	0	$	5,302
Ending allowance on loans collectively evaluated for impairment	8,488		824			17,606		3,031		365			5,207		3,006		38,527
Ending allowance for loan and lease losses	$	10,568	$	824		$	20,478	$	3,379	$	365		$	5,209	$	3,006	$	43,829
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	10,391	$	0		$	18,023	$	3,493	$	122		$	648	$	0	$	32,677
Ending balance of loans collectively evaluated for impairment	1,025,277		80,741			1,478,964		349,438		47,011			375,806		115,727		3,472,964
Total loans, excluding covered loans	$	1,035,668	$	80,741		$	1,496,987	$	352,931	$	47,133		$	376,454	$	115,727	$	3,505,641

	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

Covered Loans

Changes in the Allowance for Loan and Lease Losses for the Previous Three Years

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)	2013			2012			2011
Balance at beginning of year	$	45,190		$	42,835		$	16,493
Provision for loan and lease losses	195			30,903			64,081
Loans charged-off	(39,224		)	(33,907		)	(45,604		)
Recoveries	12,740			5,359			7,865
Balance at end of year	$	18,901		$	45,190		$	42,835

Allowance for Loan and Lease Losses by Classification

The allowance for loan and lease losses on covered loans as of December 31 was:

(Dollars in thousands)	2013		2012
Commercial	$	9,400	$	19,136
Real estate - commercial	8,515		22,918
Real estate - residential	761		2,599
Installment	225		537
Total	$	18,901	$	45,190

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FAIR VALUE DISCLOSURES - Estimated Fair Values of Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Financial assets
Investment securities held-to-maturity	$ 837,272	$ 770,755
Other investments	47,427	71,492
FDIC indemnification asset	45,091	119,607
Deposits
Noninterest-bearing	1,147,452	1,102,774
Savings	1,612,005	1,623,614
Time	952,327	1,068,637
Total deposits	4,837,507	4,955,840
Carrying value
Financial assets
Cash and short-term investments	143,450	158,843
Investment securities held-to-maturity	837,272	770,755
Other investments	47,427	71,492
Loans held for sale	8,114	16,256
Loans, excluding covered loans	3,461,812	3,131,287
Covered loans	438,972	702,926
FDIC indemnification asset	45,091	119,607
Deposits
Noninterest-bearing	1,147,452	1,102,774
Interest-bearing demand	1,125,723	1,160,815
Savings	1,612,005	1,623,614
Time	952,327	1,068,637
Total deposits	4,837,507	4,955,840
Short-term borrowings	748,749	624,570
Long-term debt	60,780	75,202
Fair value
Financial assets
Cash and short-term investments	143,450	158,843
Investment securities held-to-maturity	824,985	778,474
Other investments	47,427	71,492
Loans held for sale	8,114	16,256
Loans, excluding covered loans	3,455,776	3,145,120
Covered loans	451,545	713,797
FDIC indemnification asset	34,820	106,380
Deposits
Noninterest-bearing	1,147,452	1,102,774
Interest-bearing demand	1,125,723	1,160,815
Savings	1,612,005	1,623,614
Time	951,220	1,072,201
Total deposits	4,836,400	4,959,404
Short-term borrowings	748,749	624,570
Long-term debt	62,706	78,941
Fair Value, Inputs, Level 1 [Member] | Fair value
Financial assets
Cash and short-term investments	143,450	158,843
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	748,749	624,570
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	824,985	778,474
Other investments	47,427	71,492
Loans held for sale	8,114	16,256
Loans, excluding covered loans	0	0
Covered loans	0	0
FDIC indemnification asset	0	0
Deposits
Noninterest-bearing	1,147,452	1,102,774
Interest-bearing demand	1,125,723	1,160,815
Savings	1,612,005	1,623,614
Time	951,220	1,072,201
Total deposits	4,836,400	4,959,404
Short-term borrowings	0	0
Long-term debt	62,706	78,941
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	3,455,776	3,145,120
Covered loans	451,545	713,797
FDIC indemnification asset	34,820	106,380
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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CAPITAL

12 Months Ended

Dec. 31, 2013

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, 2013, that First Financial met all capital adequacy requirements to which it is subject. At December 31, 2013 and 2012, regulatory notifications categorized First Financial as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial 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 categorization.

First Financial's Tier 1 capital is comprised of total shareholders' equity less unrealized gains and losses on investment securities available-for-sale, accounted for under FASB ASC Topic 320, Investments-Debt and Equity Securities, and any amounts resulting from the application of FASB ASC Topic 715, Compensation-Retirement Benefits, that are recorded within accumulated other comprehensive income (loss), intangible assets and any valuation related to mortgage servicing rights. 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 intangible assets, mortgage servicing assets and the 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, 2013
Total capital to risk-weighted assets
Consolidated	$	679,074	15.88	%	$	342,092	8.00	%	N/A		N/A
First Financial Bank	588,643		13.80	%	341,184		8.00	%	$	426,480	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	624,850		14.61	%	171,046		4.00	%	N/A		N/A
First Financial Bank	527,712		12.37	%	170,592		4.00	%	255,888		6.00	%
Tier 1 capital to average assets
Consolidated	624,850		10.11	%	247,106		4.00	%	N/A		N/A
First Financial Bank	527,712		8.55	%	246,739		4.00	%	308,423		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, 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	%

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, and expires on April 28, 2014.

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 is subject to market conditions and quarterly evaluation by the board as well as balance sheet composition and growth. The Company repurchased 750,145 shares under this plan during 2013 at an average price of $15.70 per share and 460,500 shares under this plan during 2012 at an average price of $14.78. At December 31, 2013, 3,789,355 common shares remained available for purchase under this repurchase plan.

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LOANS (excluding covered loans) - Changes in Other Real Estate Owned (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Disposals	$ 27,319	$ 35,357	$ 40,994
Non Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of year	12,526	11,317	17,907
Additions	12,975	9,281	4,232
Disposals	4,306	5,493	6,452
Valuation adjustments	1,389	2,579	4,370
Balance at end of year	19,806	12,526	11,317
Non Covered Loans | Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	12,120	6,741	1,328
Disposals	3,149	3,572	3,916
Valuation adjustments	864	2,290	4,042
Non Covered Loans | Residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	855	2,540	2,904
Disposals	1,157	1,921	2,536
Valuation adjustments	$ 525	$ 289	$ 328

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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, 2013	Dec. 31, 2012	Dec. 31, 2011
Common Stock, Dividends, Per Share, Declared	$ 0.94	$ 1.18	$ 0.78

XML

CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Available-for-sale Securities, Amortized Cost Basis	$ 945,052	$ 1,017,104
Held-to-maturity Securities, Fair Value	$ 824,985	$ 778,474
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	11,197,685	10,684,496

XML

LOANS (excluding covered loans)

12 Months Ended

Dec. 31, 2013

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.

Commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2013
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	991,161	$	78,872	$	1,422,215	$	2,492,248
Special Mention	23,053		65		23,832		46,950
Substandard	21,454		1,804		50,940		74,198
Doubtful	0		0		0		0
Total	$	1,035,668	$	80,741	$	1,496,987	$	2,613,396

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	344,325	$	46,559	$	373,472	$	115,727	$	880,083
Nonperforming	8,606		574		2,982		0		12,162
Total	$	352,931	$	47,133	$	376,454	$	115,727	$	892,245

	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

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, 2013
(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	$	2,016	$	161	$	7,136	$	9,313	$	1,026,355	$	1,035,668	$	0
Real estate - construction	0		0		223		223		80,518		80,741		0
Real estate - commercial	7,800		4,269		12,732		24,801		1,472,186		1,496,987		0
Real estate - residential	2,030		685		5,526		8,241		344,690		352,931		0
Installment	213		40		379		632		46,501		47,133		0
Home equity	985		292		1,648		2,925		373,529		376,454		0
Other	680		144		218		1,042		114,685		115,727		218
Total	$	13,724	$	5,591	$	27,862	$	47,177	$	3,458,464	$	3,505,641	$	218

	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

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 classified as nonaccrual 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 classified as nonaccrual. 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 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 sustained performance with the restructured terms of the loan agreement.

First Financial had 217 TDRs totaling $28.1 million at December 31, 2013, including $15.1 million of loans on accrual status and $13.0 million of loans classified as nonaccrual. First Financial has an insignificant amount of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs as of December 31, 2013. At December 31, 2013, the allowance for loan and lease losses included reserves of $4.4 million related to TDRs. For the year ended December 31, 2013, First Financial charged off $2.8 million for the portion of TDRs determined to be uncollectible. At December 31, 2013, approximately $9.0 million of the accruing TDRs have been performing in accordance with the restructured terms for more than one year.

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 had $3.5 million of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs as of December 31, 2012. 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 had 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, 2013 and 2012.

	Years ended December 31,
	2013					2012
	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	15	$	8,582	$	6,431	23	$	8,955	$	7,050
Real estate - construction	0	0		0		0	0		0
Real estate - commercial	18	4,925		3,477		28	11,018		7,201
Real estate - residential	38	2,612		2,317		22	1,572		1,578
Installment	18	333		227		0	0		0
Home equity	42	1,615		1,117		22	753		753
Total	131	$	18,067	$	13,569	95	$	22,298	$	16,582

The following table provides information on how TDRs were modified during the years ended December 31, 2013 and 2012.

	Years Ended December 31,
(Dollars in thousands)	2013 (2)		2012 (2)
Extended maturities	$	8,146	$	8,838
Adjusted interest rates	520		220
Combination of rate and maturity changes	950		1,403
Forbearance	0		3,261
Other (1)	3,953		2,860
Total	$	13,569	$	16,582

⁽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. Borrowers that are ninety 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), are considered 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,
	2013			2012
(Dollars in thousands)	Number of loans	Period end balance		Number of loans	Period end balance
Commercial	4	$	4,875	2	$	1,646
Real estate - construction	0	0		1	301
Real estate - commercial	3	236		3	767
Real estate - residential	3	112		0	0
Installment	4	24		0	0
Home equity	8	198		0	0
Total	22	$	5,445	6	$	2,714

Impaired Loans. Loans classified as nonaccrual and loans modified as TDRs are considered impaired. The following table provides information on impaired loans as of December 31:

(Dollars in thousands)	2013		2012		2011
Impaired loans
Nonaccrual loans (1)
Commercial	$	7,934	$	15,893	$	10,477
Real estate-construction	223		2,102		17,387
Real estate-commercial	17,286		34,977		34,004
Real estate-residential	8,606		7,869		8,022
Installment	574		452		407
Home equity	2,982		3,252		2,073
Other	0		496		0
Total nonaccrual loans	37,605		65,041		72,370
Accruing troubled debt restructurings	15,094		10,856		4,009
Total impaired loans	$	52,699	$	75,897	$	76,379
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	4,286	$	4,842	$	5,500
Interest included in income
Nonaccrual loans	536		787		675
Troubled debt restructurings	438		338		92
Total interest included in income	974		1,125		767
Net impact on interest income	$	3,312	$	3,717	$	4,733
Commitments outstanding to borrowers with nonaccrual loans	$	0	$	3,489	$	0

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $13.0 million, $14.1 million and $18.1 million as of December 31, 2013, 2012 and 2011, respectively.

First Financial individually reviews all impaired commercial loan relationships greater than $250,000, as well as consumer loan TDRs greater than $100,000, to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources, 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, 2013
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	5,212	$	7,083	$	0	$	10,712	$	165
Real estate - construction	223		443		0		599		0
Real estate - commercial	12,355		16,431		0		16,563		380
Real estate - residential	10,291		12,087		0		10,225		152
Installment	642		663		0		463		6
Home equity	3,208		4,108		0		3,145		44
Other	0		0		0		148		0
Total	31,931		40,815		0		41,855		747
Loans with an allowance recorded
Commercial	7,013		8,353		2,080		5,047		71
Real estate - construction	0		0		0		726		7
Real estate - commercial	11,638		14,424		2,872		21,098		110
Real estate - residential	2,016		2,072		348		1,997		37
Installment	0		0		0		0		0
Home equity	101		101		2		101		2
Other	0		0		0		167		0
Total	20,768		24,950		5,302		29,136		227
Total
Commercial	12,225		15,436		2,080		15,759		236
Real estate - construction	223		443		0		1,325		7
Real estate - commercial	23,993		30,855		2,872		37,661		490
Real estate - residential	12,307		14,159		348		12,222		189
Installment	642		663		0		463		6
Home equity	3,309		4,209		2		3,246		46
Other	0		0		0		315		0
Total	$	52,699	$	65,765	$	5,302	$	70,991	$	974

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Balance		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
Total	44,456		55,350		0		40,151		609
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	31,441		34,378		9,528		38,275		516
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 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
Total	38,836		54,546		0		40,841		394
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	37,543		47,335		12,539		36,624		373
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

OREO. OREO is comprised of properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activities that result in partial or total satisfaction of problem loans.

Changes in OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2013		2012		2011
Balance at beginning of year	$	12,526	$	11,317	$	17,907
Additions
Commercial	12,120		6,741		1,328
Residential	855		2,540		2,904
Total additions	12,975		9,281		4,232
Disposals
Commercial	3,149		3,572		3,916
Residential	1,157		1,921		2,536
Total disposals	4,306		5,493		6,452
Valuation adjustments
Commercial	864		2,290		4,042
Residential	525		289		328
Total valuation adjustments	1,389		2,579		4,370
Balance at end of year	$	19,806	$	12,526	$	11,317

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EMPLOYEE BENEFIT PLANS Defined Benefit Plan, Fair Value on Plan Assets (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
defined benefit plan, fair value of plan assets excluding accrued interest and dividends [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets Excluding Accrued Interest and Dividends	$ 131,647	$ 123,698
Fair Value, Inputs, Level 1 [Member]
defined benefit plan, fair value of plan assets excluding accrued interest and dividends [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets Excluding Accrued Interest and Dividends	131,647	111,249
Fair Value, Inputs, Level 2 [Member]
defined benefit plan, fair value of plan assets excluding accrued interest and dividends [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets Excluding Accrued Interest and Dividends	0	12,449
Fair Value, Inputs, Level 3 [Member]
defined benefit plan, fair value of plan assets excluding accrued interest and dividends [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets Excluding Accrued Interest and Dividends	$ 0	$ 0

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CAPITAL - Share Repurchase (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	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		750,145	460,500
Treasury Stock Acquired, Average Cost Per Share		$ 15.70	$ 14.78
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	3,789,355	3,789,355

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Document and Entity Information Document (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 24, 2014	Jun. 30, 2013
DOCUMENT AND ENTITY INFORMATION [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q4
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		57,510,991
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 829,690,000

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LOANS (covered)

12 Months Ended

Dec. 31, 2013

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. These loss sharing agreements provide for partial 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 amounts must be shared with the FDIC for an additional three year period, again on the same pro-rata basis. The five year period of loss protection will expire for the majority of First Financial's covered commercial loans and covered OREO during the third quarter of 2014. The ten year period of loss protection on all other covered loans and covered OREO will expire during the third quarter of 2019.

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:

	2013						2012
(Dollars in thousands)	Loans Accounted For Under FASB ASC Topic 310-30		Loans excluded from FASB ASC Topic 310-30		Total Covered Loans		Loans Accounted For Under FASB ASC Topic 310-30		Loans Excluded From FASB ASC Topic 310-30		Total Covered Loans
Commercial	$	41,172	$	1,144	$	42,316	$	94,775	$	7,351	$	102,126
Real estate - construction	8,556		0		8,556		10,631		0		10,631
Real estate - commercial	263,146		5,487		268,633		458,066		7,489		465,555
Real estate - residential	80,733		0		80,733		100,694		0		100,694
Installment	5,073		568		5,641		7,911		763		8,674
Home equity	975		48,649		49,624		2,080		55,378		57,458
Other covered loans	0		2,370		2,370		0		2,978		2,978
Total covered loans	$	399,655	$	58,218	$	457,873	$	674,157	$	73,959	$	748,116

The outstanding balance of all purchased impaired and nonimpaired loans accounted for under FASB ASC Topic 310-30, including all contractual principal, interest, fees and penalties, was $493.6 million and $852.9 million as of December 31, 2013 and December 31, 2012, respectively. These balances exclude contractual interest not yet accrued.

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)	2013			2012			2011
Balance at beginning of year	$	224,694		$	344,410		$	509,945
Reclassification from non-accretable difference	1,470			29,606			39,079
Accretion	(58,422		)	(91,485		)	(125,524		)
Other net activity (1)	(34,071		)	(57,837		)	(79,090		)
Balance at end of year	$	133,671		$	224,694		$	344,410

⁽¹⁾  Includes the impact of loan repayments and charge-offs.

First Financial regularly reviews its forecast of expected cash flows for covered purchased impaired loans. During 2013, the Company implemented certain enhancements to its valuation methodology and the estimation of impairment to place greater emphasis on changes in total expected cash flows and less emphasis on changes in the net present value of expected cash flows. These enhancements, as well as other improvements in the expected cash flows from covered purchased impaired loans, contributed to a net reclassification from nonaccretable to accretable difference of $1.5 million and resulted in higher yields on certain loan pools during 2013, compared to reclassifications from nonaccretable to accretable difference of a $29.6 million and $39.1 million during 2012 and 2011.

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 9 - Loans.

Covered commercial and consumer credit exposure by risk attribute was as follows:

	As of December 31, 2013
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	25,196	$	1,714	$	182,621	$	209,531
Special Mention	2,011		0		12,904		14,915
Substandard	14,693		6,842		73,108		94,643
Doubtful	416		0		0		416
Total	$	42,316	$	8,556	$	268,633	$	319,505

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	80,733	$	5,636	$	47,731	$	2,370	$	136,470
Nonperforming	0		5		1,893		0		1,898
Total	$	80,733	$	5,641	$	49,624	$	2,370	$	138,368

	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

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, 2013
(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	$	60	$	335	$	483	$	878	$	266	$	1,144	$	0
Real estate - commercial	184		0		1,263		1,447		4,040		5,487		0
Installment	0		0		5		5		563		568		0
Home equity	239		36		1,727		2,002		46,647		48,649		0
All other	9		4		0		13		2,357		2,370		0
Total	$	492	$	375	$	3,478	$	4,345	$	53,873	$	58,218	$	0

	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

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 classified as nonaccrual 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 classified as nonaccrual. Any payments received while a loan is classified as nonaccrual are applied as a reduction to the carrying value of the loan. A loan may be returned to accrual status if collection of future principal and interest payments is no longer doubtful.

Information as to covered nonaccrual loans, excluding loans accounted for under FASB ASC Topic 310-30, was as follows:

(Dollars in thousands)	2013		2012		2011
Impaired loans
Nonaccrual loans (1)
Commercial	$	540	$	4,498	$	7,203
Real estate-commercial	1,349		2,986		2,192
Installment	5		0		0
Home equity	1,893		4,227		1,747
All other	0		11		18
Total nonaccrual loans	3,787		11,722		11,160
Accruing troubled debt restructurings	335		0		0
Total impaired loans	$	4,122	$	11,722	$	11,160
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	412	$	673	$	1,020
Interest included in income
Nonaccrual loans	24		85		58
Troubled debt restructurings	6		0		0
Total interest included in income	30		85		58
Net impact on interest income	$	382	$	588	$	962

⁽¹⁾Nonaccrual loans include nonaccrual TDRs of $0.9 million as of December 31, 2013 and none as of December 31, 2012 and 2011.

Impaired Loans. Covered loans classified as nonaccrual, 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 12/31/2013
(Dollars in thousands)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	875	$	1,131	$	0	$	1,832	$	11
Real estate - commercial	1,349		2,648		0		1,786		4
Installment	5		5		0		2		0
Home equity	1,893		2,899		0		2,611		15
All other	0		0		0		8		0
Total	$	4,122	$	6,683	$	0	$	6,239	$	30

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		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)	Current Balance		Unpaid Principal Balance		Related Allowance		Average Balance		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

Covered OREO. Covered OREO is comprised of properties acquired by the Company primarily 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.

Changes in covered OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2013		2012		2011
Balance at beginning of year	$	28,862	$	44,818	$	35,257
Additions
Commercial	23,846		16,759		46,880
Residential	879		3,916		2,753
Total additions	24,725		20,675		49,633
Disposals
Commercial	22,065		27,044		26,693
Residential	948		2,820		7,849
Total disposals	23,013		29,864		34,542
Valuation adjustments
Commercial	3,320		5,872		4,407
Residential	134		895		1,123
Total valuation adjustments	3,454		6,767		5,530
Balance at end of year	$	27,120	$	28,862	$	44,818

FDIC indemnification asset. As a result of improvement in future expected cash flows on covered loans, a meaningful decline in loss claims filed with the FDIC, higher reimbursements to the FDIC related to positive asset resolutions in recent periods and the significantly shorter remaining life of the indemnification asset in comparison to the weighted average life of the related covered loans, the Company recorded a valuation adjustment to reduce the value of the FDIC indemnification asset of $22.4 million during 2014.

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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, 2013	Dec. 31, 2012
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$ 18,901	$ 45,190
Commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	9,400	19,136
Real estate-commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	8,515	22,918
Real estate-residential
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	761	2,599
Installment
Financing Receivable, Allowance for Credit Losses [Line Items]
Ending allowance on loans acquired with deteriorated credit quality (ASC 310-30)	$ 225	$ 537

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CAPITAL - Risk-Based Capital(Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Capital [Abstract]
Capital	$ 679,074	$ 686,961
Capital to Risk Weighted Assets	15.88%	17.60%
Capital Required for Capital Adequacy	342,092	312,328
Capital Required for Capital Adequacy to Risk Weighted Assets	8.00%	8.00%
Tier One Risk Based Capital [Abstract]
Tier One Risk Based Capital	624,850	637,176
Tier One Risk Based Capital to Risk Weighted Assets	14.61%	16.32%
Tier One Risk Based Capital Required for Capital Adequacy	171,046	156,164
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	624,850	637,176
Tier One Leverage Capital to Average Assets	10.11%	10.25%
Tier One Leverage Capital Required for Capital Adequacy	247,106	248,761
Tier One Leverage Capital Required for Capital Adequacy to Average Assets	4.00%	4.00%
Subsidiaries [Member]
Capital [Abstract]
Capital	588,643	586,023
Capital to Risk Weighted Assets	13.80%	15.04%
Capital Required for Capital Adequacy	341,184	311,618
Capital Required for Capital Adequacy to Risk Weighted Assets	8.00%	8.00%
Capital Required to be Well Capitalized	426,480	389,523
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	527,712	529,196
Tier One Risk Based Capital to Risk Weighted Assets	12.37%	13.59%
Tier One Risk Based Capital Required for Capital Adequacy	170,592	155,809
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	255,888	233,714
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	527,712	529,196
Tier One Leverage Capital to Average Assets	8.55%	8.52%
Tier One Leverage Capital Required for Capital Adequacy	246,739	248,408
Tier One Leverage Capital Required for Capital Adequacy to Average Assets	4.00%	4.00%
Tier One Leverage Capital Required to be Well Capitalized	$ 308,423	$ 310,511
Tier One Leverage Capital Required to be Well Capitalized to Average Assets	5.00%	5.00%

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Interest income
Loans, including fees	$ 216,306	$ 249,751	$ 285,689
Investment securities
Taxable	34,147	37,664	28,239
Tax-exempt	2,400	736	767
Total investment securities interest	36,547	38,400	29,006
Other earning assets	(7,645)	(7,221)	(5,878)
Total interest income	245,208	280,930	308,817
Interest expense
Deposits	13,247	24,625	40,781
Short-term borrowings	1,177	262	163
Long-term borrowings	2,464	2,702	3,586
Subordinated debentures and capital securities	0	0	391
Total interest expense	16,888	27,589	44,921
Net interest income	228,320	253,341	263,896
Provision for loan and lease losses - uncovered	8,714	19,117	19,210
Provision for loan and lease losses - covered	195	30,903	64,081
Net interest income after provision for loan and lease losses	219,411	203,321	180,605
Noninterest income
Service charges on deposit accounts	20,595	21,215	19,206
Trust and wealth management fees	14,319	13,951	14,340
Bankcard income	10,914	10,028	9,291
Net gains from sales of loans	3,150	4,570	4,258
Gains on sales of investment securities	1,724	3,628	2,541
FDIC loss sharing income	3,720	35,346	60,888
Accelerated discount on covered loans	7,153	13,662	20,521
Other	12,072	20,021	11,486
Total noninterest income	73,647	122,421	142,531
Noninterest expenses
Salaries and employee benefits	101,402	113,154	106,914
Pension settlement charges	6,174	0	0
Net occupancy	21,207	20,682	21,410
Furniture and equipment	8,970	9,190	9,945
Data processing	10,229	8,837	5,716
Marketing	4,270	5,550	5,794
Communication	3,207	3,409	3,203
Professional services	6,876	7,269	9,636
State intangible tax	3,929	3,899	3,583
FDIC assessments	4,501	4,682	5,676
Loss (gain) - other real estate owned	1,250	3,250	3,971
Loss (gain) - covered other real estate owned	(1,219)	2,446	9,224
Loss sharing expense	7,083	10,725	3,600
FDIC indemnification impairment	22,417	0	0
Other	25,179	28,904	29,425
Total noninterest expenses	225,475	221,997	218,097
Income before income taxes	67,583	103,745	105,039
Income tax expense	19,234	36,442	38,300
Net income	$ 48,349	$ 67,303	$ 66,739
Earnings per common share
Basic	$ 0.84	$ 1.16	$ 1.16
Diluted	$ 0.83	$ 1.14	$ 1.14
Average common shares outstanding-basic	57,270,233	57,876,685	57,691,979
Average common shares outstanding-diluted	58,073,054	58,868,792	58,693,205

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RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS

12 Months Ended

Dec. 31, 2013

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 2013 and 2012 were approximately $43.1 million and $41.3 million, respectively. Additionally, First Financial had $2.0 million of cash acquired in conjunction with an FDIC-assisted transaction that was restricted for withdrawal and usage as of December 31, 2013 and 2012.

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GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2013

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. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. First Financial had goodwill of $95.1 million as of December 31, 2013 and December 31, 2012.

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, 2013 and no impairment was indicated.  As of December 31, 2013, 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. As of December 31, 2013 and December 31, 2012, core deposit intangibles were $5.9 million and $7.4 million, respectively. First Financial's core deposit intangibles have an estimated weighted average remaining life of 6.8 years as of December 31, 2013. Amortization expense recognized on intangible assets for 2013, 2012 and 2011 was $1.5 million, $2.6 million and $1.2 million, respectively.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2013

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, 2013
	Total other comprehensive income															Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification			Reclassification from			Pre-tax			Tax-effect			Net of tax			Beginning Balance			Net Activity			Ending Balance
Unrealized gain (loss) on investment securities	$	(44,365	)	$	1,724		$	(46,089	)	$	16,998		$	(29,091	)	$	12,802		$	(29,091	)	$	(16,289	)
Unrealized gain (loss) on derivatives	778			(412		)	1,190			(445		)	745			(143		)	745			602
Retirement obligation	17,054			(8,460		)	25,514			(9,741		)	15,773			(31,338		)	15,773			(15,565		)
Foreign currency translation	(31		)	0			(31		)	0			(31		)	2			(31		)	(29		)
Total	$	(26,564	)	$	(7,148	)	$	(19,416	)	$	6,812		$	(12,604	)	$	(18,677	)	$	(12,604	)	$	(31,281	)

	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 (loss) on investment securities	$	214		$	(81	)	$	133		$	12,669		$	133		$	12,802
Unrealized gain (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 (loss) on investment securities	$	5,792		$	(2,187	)	$	3,605		$	9,064		$	3,605		$	12,669
Unrealized gain (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	)

The following table details the activity reclassified from accumulated other comprehensive income into income during the period:

	December 31, 2013
(Dollars in thousands)	Amount Reclassified from Accumulated Other Comprehensive Income (1)			Affected Line Item in the Consolidated Statements of Income
Gains and loss on cash flow hedges
Interest rate contracts	$	(412	)	Interest expense - deposits
Realized gains and losses on securities available-for-sale	1,724			Gains on sales of investments securities
Defined benefit pension plan
Amortization of prior service cost	423			(2)
Recognized net actuarial loss	(2,709		)	(2)
Pension settlement charges	(6,174		)	Pension settlement charges
Amortization and settlement charges of defined benefit pension items	(8,460		)
Total reclassifications for the period, before tax	$	(7,148	)

⁽¹⁾ Negative amounts are debits to profit/loss.

⁽²⁾ Included in the computation of net periodic pension cost (see Note 17 - Employee Benefit Plans for additional details).

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ALLOWANCE FOR LOAN AND LEASE LOSSES

12 Months Ended

Dec. 31, 2013

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. For further discussion of First Financial's allowance methodology, see Note 1 - Summary of Significant Accounting Policies.

There were no material changes to First Financial's accounting policies or methodology related to the allowance for loan and lease losses during 2013, however certain modifications were made to the estimation process during 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, 2013.

The allowance is increased by provision 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)	2013			2012			2011
Balance at beginning of year	$	47,777		$	52,576		$	57,235
Provision for loan and lease losses	8,714			19,117			19,210
Loans charged-off	(17,283		)	(25,312		)	(25,798		)
Recoveries	4,621			1,396			1,929
Balance at end of year	$	43,829		$	47,777		$	52,576

Changes in the allowance for loan and lease losses by loan category as of December 31 were as follows:

	2013
			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	$	7,926	$	3,268		$	24,151	$	3,599	$	522		$	5,173	$	3,138	$	47,777
Provision for loan and lease losses	5,385		(3,115		)	2,659		593		(132		)	1,937		1,387		8,714
Gross charge-offs	3,415		1			8,326		1,016		335			2,409		1,781		17,283
Recoveries	672		672			1,994		203		310			508		262		4,621
Total net charge-offs	2,743		(671		)	6,332		813		25			1,901		1,519		12,662
Ending allowance for loan and lease losses	$	10,568	$	824		$	20,478	$	3,379	$	365		$	5,209	$	3,006	$	43,829
Ending allowance on loans individually evaluated for impairment	$	2,080	$	0		$	2,872	$	348	$	0		$	2	$	0	$	5,302
Ending allowance on loans collectively evaluated for impairment	8,488		824			17,606		3,031		365			5,207		3,006		38,527
Ending allowance for loan and lease losses	$	10,568	$	824		$	20,478	$	3,379	$	365		$	5,209	$	3,006	$	43,829
Loans and Leases
Ending balance of loans individually evaluated for impairment	$	10,391	$	0		$	18,023	$	3,493	$	122		$	648	$	0	$	32,677
Ending balance of loans collectively evaluated for impairment	1,025,277		80,741			1,478,964		349,438		47,011			375,806		115,727		3,472,964
Total loans, excluding covered loans	$	1,035,668	$	80,741		$	1,496,987	$	352,931	$	47,133		$	376,454	$	115,727	$	3,505,641

	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

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 further detail regarding covered loan accounting and the related allowance, see Note 1 - Summary of Significant Accounting Policies.

First Financial updated the valuations related to covered loans periodically during 2013 and, as a result of impairment in certain loan pools, recognized provision expense of $0.2 million and realized net charge-offs of $26.5 million, resulting in an ending allowance of $18.9 million as of December 31, 2013. During 2012, the Company recognized total provision expense of $30.9 million and realized net charge-offs of $28.5 million, resulting in an ending allowance of $45.2 million.  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.

First Financial also recognized expenses of $5.9 million for 2013, $13.2 million for 2012 and $12.8 million for 2011 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 $3.7 million for 2013, $35.3 million for 2012, and $60.9 million for 2011, 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 as of December 31 was:

(Dollars in thousands)	2013		2012
Commercial	$	9,400	$	19,136
Real estate - commercial	8,515		22,918
Real estate - residential	761		2,599
Installment	225		537
Total	$	18,901	$	45,190

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)	2013			2012			2011
Balance at beginning of year	$	45,190		$	42,835		$	16,493
Provision for loan and lease losses	195			30,903			64,081
Loans charged-off	(39,224		)	(33,907		)	(45,604		)
Recoveries	12,740			5,359			7,865
Balance at end of year	$	18,901		$	45,190		$	42,835

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BORROWINGS - Schedule of Short-term Debt (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Short-term Debt [Line Items]
Short-term Debt	$ 748,749	$ 624,570	$ 99,431
Debt Instrument, Interest Rate, Effective Percentage	0.16%	0.16%	0.10%
Short-term debt, rate (as a percent)	0.20%	0.13%	0.17%
Short-term debt, average for the year	587,548	198,275	96,060
Federal Funds Purchased and Securities Sold under Agreements to Repurchase [Member]
Short-term Debt [Line Items]
Short-term Debt	94,749	122,570	99,431
Debt Instrument, Interest Rate, Effective Percentage	0.05%	0.13%	0.10%
Short-term debt, rate (as a percent)	0.08%	0.08%	0.17%
Short-term debt, average for the year	115,486	86,980	96,060
Short-term debt, maximum month-end balances	158,911	170,751	105,291
Federal Home Loan Bank Borrowings [Member]
Short-term Debt [Line Items]
Short-term Debt	654,000	502,000	0
Debt Instrument, Interest Rate, Effective Percentage	0.17%
Short-term debt, rate (as a percent)	0.23%
Short-term debt, average for the year	472,062	111,295	0
Short-term debt, maximum month-end balances	$ 654,000	$ 502,000	$ 0

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DERIVATIVES

12 Months Ended

Dec. 31, 2013

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. For discussion of First Financial's accounting for derivative instruments, see Note 1 - Summary of Significant Accounting Policies.

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 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.

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 instruments. 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, 2013, the Company had a total counterparty notional amount outstanding of approximately $561.6 million, spread among nine counterparties, with an outstanding liability from these contracts of $9.3 million. At December 31, 2012, First Financial had a total counterparty notional amount outstanding of $509.1 million, spread among eight counterparties, with an outstanding liability from these contracts of $26.0 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.

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

		December 31, 2013							December 31, 2012
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance Sheet Location	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Fair Value Hedges - Instruments associated with loans
Pay fixed interest rate swaps with counterparty	Accrued interest and other liabilities	$	9,836	$	0	$	(865	)	$	12,739	$	0	$	(1,445	)
Matched interest rate swaps with borrower	Accrued interest and other assets and other liabilities	451,744		11,710		(1,767		)	461,377		24,135		0
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	451,744		1,767		(11,799		)	461,377		0		(24,978		)
Total		$	913,324	$	13,477	$	(14,431	)	$	935,493	$	24,135	$	(26,423	)

In connection with its use of derivative instruments, from time to time First Financial and its counterparties are required to post cash collateral to offset the market position of the derivative instruments. First Financial maintains the right to offset these derivative positions with the collateral posted against them by or with the relevant counterparties. 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 assets or Accrued interest and other liabilities in the Consolidated Balance Sheets.

The following table discloses the gross and net amounts of liabilities recognized in the Consolidated Balance Sheets:

	December 31, 2013							December 31, 2012
(Dollars in thousands)	Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of liabilities presented in the Consolidated Balance Sheets		Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of liabilities presented in the Consolidated Balance Sheets
Fair value hedges
Pay fixed interest rate swaps with counterparty	$	865	$	(663	)	$	202	$	1,445	$	(669	)	$	776
Matched interest rate swaps	13,566		(9,533		)	4,033		24,978		(23,057		)	1,921
Total	$	14,431	$	(10,196	)	$	4,235	$	26,423	$	(23,726	)	$	2,697

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, 2013:

							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	$	9,836	2.9	$	(865	)	2.14	%	6.85	%
Receive fixed, matched interest rate swaps with borrower	451,744		4.2	9,943			4.83	%	2.86	%
Pay fixed, matched interest rate swaps with counterparty	451,744		4.2	(10,032		)	2.86	%	4.83	%
Total asset conversion swaps	$	913,324	4.2	$	(954	)	3.83	%	3.88	%

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.  The following table details the location and amounts recognized in the Consolidated Statements of Income 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,
		2013			2012			2011
Interest rate contracts
Loans	Interest income - loans	$	(515	)	$	(706	)	$	(891	)
Total		$	(515	)	$	(706	)	$	(891	)

Cash Flow Hedges. First Financial utilizes interest rate swaps designated as cash flow hedges to hedge against interest rate volatility on indexed floating rate deposits, totaling $100.0 million as of December 31, 2013 and $35.0 million as of December 31, 2012. These interest rate swaps qualify for hedge accounting and involve the receipt by First Financial of variable-rate interest amounts in exchange for fixed-rate interest payments by First Financial and have a remaining weighted average term of approximately 6 years. Accrued interest and other assets included $0.8 million at December 31, 2013 and accrued interest and other liabilities included $0.2 million at December 31, 2012, respectively, reflecting the fair value of these cash flow hedges.

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INVESTMENTS - Summary of Investment Securities by Estimated Maturity (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Held-to-Maturity Amortized Cost
Due in one year or less	$ 216
Due after one year through five years	378,932
Due after five years through ten years	322,455
Due after ten years	135,669
Total	837,272	770,755
Held-to-Maturity Market Value
Due in one year or less	219
Due after one year through five years	375,323
Due after five years through ten years	314,375
Due after ten years	135,068
Held-to-Maturity Market Value	824,985	778,474
Available-for-Sale Amortized Cost
Due in one year or less	6,819
Due after one year through five years	279,035
Due after five years through ten years	314,854
Due after ten years	344,344
Total	945,052	1,017,104
Available-for-Sale Market Value
Due in one year or less	7,027
Due after one year through five years	276,750
Due after five years through ten years	303,477
Due after ten years	326,347
Available-for-Sale Market Value	$ 913,601	$ 1,032,096	$ 162,600

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RESTRICTIONS ON SUBSIDIARY DIVIDENDS, LOANS, OR ADVANCES (Subsidiaries [Member])

12 Months Ended

Dec. 31, 2013

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 the Company 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 the regulatory limit, which is equal to the net income of the current year through the dividend date, combined with its retained net income from the two preceding years. As of December 31, 2013, First Financial's subsidiaries had retained earnings of $346.0 million of which $20.8 million was available for distribution to First Financial without prior regulatory approval.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2013

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 credit instruments recorded on the Consolidated Balance Sheets.

Letters of credit. Letters of credit 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 $14.0 million and $14.8 million at December 31, 2013, and December 31, 2012, respectively. Management conducts regular reviews of these instruments on an individual client basis.

Loan commitments. Loan commitments are agreements to extend credit to a client as long as there is no violation of any condition established in the commitment 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 $1.4 billion and $1.2 billion at December 31, 2013 and December 31, 2012, respectively.

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, 2013. Reserves are established for various matters of litigation under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel.

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INVESTMENTS

12 Months Ended

Dec. 31, 2013

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

Investment Securities

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2013:

	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
U.S. Treasuries	$	0	$	0	$	0		$	0	$	97	$	0	$	(7	)	$	90
Securities of U.S. government agencies and corporations	18,981		0		(791		)	18,190		9,980		0		(404		)	9,576
Mortgage-backed securities	775,025		1,337		(12,229		)	764,133		678,267		5,372		(28,593		)	655,046
Obligations of state and other political subdivisions	25,788		152		(1,039		)	24,901		33,410		10		(3,097		)	30,323
Asset-backed securities	0		0		0			0		114,209		1		(616		)	113,594
Other securities	17,478		283		0			17,761		109,089		262		(4,379		)	104,972
Total	$	837,272	$	1,772	$	(14,059	)	$	824,985	$	945,052	$	5,645	$	(37,096	)	$	913,601

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
	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	$	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

During the year ended December 31, 2013, First Financial sold available-for-sale securities with a fair value of $91.0 million at the date of sale and recorded a $1.7 million pre-tax gain. The investment gain after taxes was $1.1 million for the year ended December 31, 2013.

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 net pre-tax gain. There was a net investment gain after taxes of $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.

The carrying value of investment securities pledged as collateral to secure public deposits, repurchase agreements and for other purposes as required by law totaled $1.1 billion at December 31, 2013, and $1.2 billion at December 31, 2012.

The following table provides a summary of investment securities by estimated weighted average life as of December 31, 2013. Estimated lives on certain investment securities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Held-to-Maturity				Available-for-Sale
(Dollars in thousands)	Amortized Cost		Market Value		Amortized Cost		Market Value
Due in one year or less	$	216	$	219	$	6,819	$	7,027
Due after one year through five years	378,932		375,323		279,035		276,750
Due after five years through ten years	322,455		314,375		314,854		303,477
Due after ten years	135,669		135,068		344,344		326,347
Total	$	837,272	$	824,985	$	945,052	$	913,601

The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position, aggregated by investment category and the length of time the individual securities have been in a continuous unrealized loss position:

	December 31, 2013
	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	$	27,851	$	(970	)	$	0	$	0		$	27,851	$	(970	)
Mortgage-backed securities	966,718		(32,432		)	108,929		(6,101		)	1,075,647		(38,533		)
Obligations of state and other political subdivisions	66,502		(5,294		)	1,935		(46		)	68,437		(5,340		)
Asset-backed securities	93,355		(616		)	0		0			93,355		(616		)
Other securities	54,866		(2,142		)	7,798		(561		)	62,664		(2,703		)
Total	$	1,209,292	$	(41,454	)	$	118,662	$	(6,708	)	$	1,327,954	$	(48,162	)

	December 31, 2012
	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	$	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	)

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 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 and payment performance, as well as the Company’s intent and ability to hold the security to maturity 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 securities temporarily impaired prior to maturity or recovery of the recorded value. First Financial had no other than temporary impairment related to its investment securities portfolio as of December 31, 2013 or 2012.

For further detail on the fair value of investment securities, see Note 21 – Fair Value Disclosures.

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LOANS (excluding covered loans) - Loan Delinquency, including Nonaccrual Loans (Detail) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	$ 3,505,641,000	$ 3,179,064,000	$ 2,968,447,000
Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	1,035,668,000	861,033,000	856,981,000
Real estate-construction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	80,741,000	73,517,000	114,974,000
Real estate-commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	1,496,987,000	1,417,008,000	1,233,067,000
Installment
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	47,133,000	56,810,000	67,543,000
Home equity
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	376,454,000	367,500,000	358,960,000
Other
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans, excluding covered loans	115,727,000	84,986,000	48,942,000
Non Covered Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	13,724,000	12,367,000
60 - 89 days past due	5,591,000	5,411,000
> 90 days past due	27,862,000	41,660,000
Total Past due	47,177,000	59,438,000
Current	3,458,464,000	3,119,626,000
Total loans, excluding covered loans	3,505,641,000	3,179,064,000
> 90 days past due and still accruing	218,000	212,000
Non Covered Loans | Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	2,016,000	1,770,000
60 - 89 days past due	161,000	832,000
> 90 days past due	7,136,000	4,197,000
Total Past due	9,313,000	6,799,000
Current	1,026,355,000	854,234,000
Total loans, excluding covered loans	1,035,668,000	861,033,000
> 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	0
60 - 89 days past due	0	0
> 90 days past due	223,000	892,000
Total Past due	223,000	892,000
Current	80,518,000	72,625,000
Total loans, excluding covered loans	80,741,000	73,517,000
> 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	7,800,000	2,549,000
60 - 89 days past due	4,269,000	1,931,000
> 90 days past due	12,732,000	27,966,000
Total Past due	24,801,000	32,446,000
Current	1,472,186,000	1,384,562,000
Total loans, excluding covered loans	1,496,987,000	1,417,008,000
> 90 days past due and still accruing	0	0
Non Covered Loans | Real estate - residential
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	2,030,000	6,071,000
60 - 89 days past due	685,000	1,463,000
> 90 days past due	5,526,000	6,113,000
Total Past due	8,241,000	13,647,000
Current	344,690,000	304,563,000
Total loans, excluding covered loans	352,931,000	318,210,000
> 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	213,000	280,000
60 - 89 days past due	40,000	148,000
> 90 days past due	379,000	344,000
Total Past due	632,000	772,000
Current	46,501,000	56,038,000
Total loans, excluding covered loans	47,133,000	56,810,000
> 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	985,000	1,311,000
60 - 89 days past due	292,000	869,000
> 90 days past due	1,648,000	1,440,000
Total Past due	2,925,000	3,620,000
Current	373,529,000	363,880,000
Total loans, excluding covered loans	376,454,000	367,500,000
> 90 days past due and still accruing	0	0
Non Covered Loans | Other
Financing Receivable, Recorded Investment, Past Due [Line Items]
30 - 59 days past due	680,000	386,000
60 - 89 days past due	144,000	168,000
> 90 days past due	218,000	708,000
Total Past due	1,042,000	1,262,000
Current	114,685,000	83,724,000
Total loans, excluding covered loans	115,727,000	84,986,000
> 90 days past due and still accruing	$ 218,000	$ 212,000

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BORROWINGS - Schedule of Long-term Debt (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Amount
FHLB long-term advances	$ 7,505	$ 9,427
Securities Sold under Agreements to Repurchase	52,500	65,000
Other Long-term Debt	775	775
Total long-term debt	60,780	75,202
Average Rate [Abstract]
Federal Home Loan Bank	3.72%	3.74%
Weighted average rate on repurchase agreements	3.49%	3.50%
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	0.00%	0.00%
Total long-term debt	3.48%	3.49%
Federal Home Loan Bank Advances [Member]
Amount
Total long-term debt	7,505
Maturities of Long-term Debt [Abstract]
2013	28
2014	29
2015	28
2016	29
2017	4,300
Thereafter	3,091
Securities Sold under Agreements to Repurchase [Member]
Amount
Total long-term debt	52,500
Maturities of Long-term Debt [Abstract]
2013	27,500
2014	25,000
2015	0
2016	0
2017	0
Thereafter	$ 0

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LOANS (excluding covered loans) - Nonaccrual, Restructured and Impaired Loans (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Interest included in income
Restructured loans - nonaccrual status	$ 13,000,000	$ 14,100,000	$ 18,100,000
Non Covered Loans
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	37,605,000	65,041,000	72,370,000
Restructured loans - accrual status	15,094,000	10,856,000	4,009,000
Total impaired loans	52,699,000	75,897,000	76,379,000
Interest income effect
Gross amount of interest that would have been recorded under original terms	4,286,000	4,842,000	5,500,000
Interest included in income
Nonaccrual loans	536,000	787,000	675,000
Restructured loans	438,000	338,000	92,000
Total interest included in income	974,000	1,125,000	767,000
Net impact on interest income	3,312,000	3,717,000	4,733,000
Loans and Leases Receivable-Nonaccrual, future commitment to lend	0	3,489,000	0
Restructured loans - nonaccrual status	13,000,000	14,100,000
Non Covered Loans | Commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	7,934,000	15,893,000	10,477,000
Total impaired loans	12,225,000	18,521,000	10,482,000
Non Covered Loans | Real estate-construction
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	223,000	2,102,000	17,387,000
Total impaired loans	223,000	2,102,000	17,387,000
Non Covered Loans | Real estate-commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	17,286,000	34,977,000	34,004,000
Total impaired loans	23,993,000	39,796,000	34,520,000
Non Covered Loans | Real estate - residential
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	8,606,000	7,869,000	8,022,000
Total impaired loans	12,307,000	11,178,000	11,331,000
Non Covered Loans | Installment
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	574,000	452,000	407,000
Total impaired loans	642,000	452,000	485,000
Non Covered Loans | Home equity
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	2,982,000	3,252,000	2,073,000
Total impaired loans	3,309,000	3,352,000	2,174,000
Non Covered Loans | Other loans
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	0	496,000	0
Total impaired loans	$ 0	$ 496,000

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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, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment [Line Items]
Commercial	$ 1,035,668	$ 861,033
Real Estate - Construction	80,741	73,517
Real Estate - Commercial	1,496,987	1,417,008
Real Estate Residential	352,931	318,210
Installment	47,133	56,810
Home equity	376,454	367,500
Non Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Commercial	1,035,668	861,033
Real Estate - Construction	80,741	73,517
Real Estate - Commercial	1,496,987	1,417,008
Total Commercial	2,613,396	2,351,558
Real Estate Residential	352,931	318,210
Installment	47,133	56,810
Home equity	376,454	367,500
Other	115,727	84,986
Total	892,245	827,506
Non Covered Loans | Pass
Financing Receivable, Recorded Investment [Line Items]
Commercial	991,161	803,351
Real Estate - Construction	78,872	64,866
Real Estate - Commercial	1,422,215	1,307,370
Total Commercial	2,492,248	2,175,587
Non Covered Loans | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Commercial	23,053	29,663
Real Estate - Construction	65	65
Real Estate - Commercial	23,832	38,516
Total Commercial	46,950	68,244
Non Covered Loans | Substandard
Financing Receivable, Recorded Investment [Line Items]
Commercial	21,454	28,019
Real Estate - Construction	1,804	8,586
Real Estate - Commercial	50,940	71,122
Total Commercial	74,198	107,727
Non Covered Loans | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Commercial	0	0
Real Estate - Construction	0	0
Real Estate - Commercial	0	0
Total Commercial	0	0
Non Covered Loans | Performing
Financing Receivable, Recorded Investment [Line Items]
Real Estate Residential	344,325	310,341
Installment	46,559	56,358
Home equity	373,472	364,248
Other	115,727	84,490
Total	880,083	815,437
Non Covered Loans | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Real Estate Residential	8,606	7,869
Installment	574	452
Home equity	2,982	3,252
Other	0	496
Total	$ 12,162	$ 12,069

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EMPLOYEE BENEFIT PLANS (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year	$ 0
Defined Contribution Plan, Maximum Annual Contribution Percent by Employee	50.00%
Pension Contributions	0
Pension Expense	5,496,000	(481,000)	(1,349,000)
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year	67,678,000	63,910,000
Service cost	3,705,000	3,483,000	3,177,000
Interest cost	2,319,000	2,550,000	2,723,000
Amendments	124,000	0
Actuarial loss	(6,745,000)	3,822,000
Benefits paid, excluding settlement	(1,111,000)	(6,087,000)
Settlement	(10,379,000)	0
Benefit obligation at end of year	55,591,000	67,678,000	63,910,000
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	123,716,000	114,972,000
Actual return on plan assets	19,421,000	14,831,000
Employer contribution	0	0
Benefits paid, excluding settlement	(1,111,000)	(6,087,000)
Settlements	(10,379,000)	0
Fair value of plan assets at end of year	131,647,000	123,716,000	114,972,000
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Assets	76,056,000	56,038,000
Liabilities	0	0
Net amount recognized	76,056,000	56,038,000
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), after Tax [Abstract]
Net actuarial loss	28,411,000	54,471,000
Net prior service cost	(3,573,000)	(4,119,000)
Deferred tax assets	(9,273,000)	(19,014,000)
Net amount recognized	15,565,000	31,338,000
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	(15,773,000)	(2,798,000)	12,854,000
Accumulated benefit obligation	53,664,000	64,273,000
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	3,705,000	3,483,000	3,177,000
Interest cost	2,319,000	2,550,000	2,723,000
Expected return on plan assets	(8,988,000)	(9,055,000)	(9,020,000)
Amortization of prior service cost	(423,000)	(423,000)	(423,000)
Defined Benefit Plan, Amortization of Gains (Losses)	2,709,000	2,964,000	2,194,000
Settlement loss	6,174,000	0	0
Net periodic benefit (income) cost	5,496,000	(481,000)	(1,349,000)
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	(17,178,000)	(1,954,000)	22,423,000
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit) Arising During Period, before Tax	124,000	0	0
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Prior Service Cost, before Tax	423,000	423,000	423,000
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax	(2,709,000)	(2,964,000)	(2,194,000)
Other Comprehensive Income, Defined Benefit Plans Recognized Net Gain (Loss) Due To Settlements, before Tax	(6,174,000)	0	0
Total recognized in accumulated other comprehensive income	(25,514,000)	(4,495,000)	20,652,000
Total recognized in net periodic benefit cost and accumulated other comprehensive income	(20,018,000)	(4,976,000)	19,303,000
Amortization of loss	1,926,000	3,248,000	3,039,000
Amortization of prior service credit	(413,000)	(423,000)	(423,000)
Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	4.62%	3.73%
Rate of compensation increase	3.50%	3.50%
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	3.73%	4.22%
Expected return on plan assets	7.50%	7.50%
Rate of compensation increase	3.50%	3.50%
Fair value measurments	131,647,000	123,716,000	114,972,000
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
2014	3,851,000
2015	3,840,000
2016	5,588,000
2017	4,066,000
2018	4,893,000
Thereafter	27,203,000
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Defined Contribution Plan, Cost Recognized	2,400,000	2,600,000	2,700,000
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	88,700,000	84,500,000
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	126,000	1,338,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	126,000	1,338,000
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	126,000	1,338,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	126,000	1,338,000
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
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, Inputs, Level 3 [Member]
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
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		3,923,000
U.S. Treasuries | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		0
U.S. Treasuries | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		3,923,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		3,923,000
U.S. Treasuries | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		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
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		1,543,000
Securities of U.S. government agencies and corporations | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		0
Securities of U.S. government agencies and corporations | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		1,543,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		1,543,000
Securities of U.S. government agencies and corporations | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		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
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		6,983,000
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		0
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [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
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		6,983,000
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		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
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		20,899,000
Common Stock | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		20,899,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		20,899,000
Common Stock | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		0
Common Stock | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		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	81,244,000	22,168,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	81,244,000	22,168,000
Equity Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	81,244,000	22,168,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	81,244,000	22,168,000
Equity Funds [Member] | Fair Value, Inputs, Level 2 [Member]
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, Inputs, Level 3 [Member]
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
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		66,844,000
Exchange Traded Funds [Member] | Fair Value, Inputs, Level 1 [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
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		66,844,000
Exchange Traded Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		0
Exchange Traded Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year		0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments		0
Fixed Income Funds [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	50,277,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	50,277,000
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Defined Benefit Plan, Target Plan Asset Allocations	40.00%
Fixed Income Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	50,277,000
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	50,277,000
Fixed Income Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	0
Fixed Income Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at end of year	0
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Fair value measurments	$ 0

XML

LOANS (excluding covered loans) (Tables) (Non Covered Loans)

12 Months Ended

Dec. 31, 2013

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, 2013
			Real Estate
(Dollars in thousands)	Commercial		Construction		Commercial		Total
Pass	$	991,161	$	78,872	$	1,422,215	$	2,492,248
Special Mention	23,053		65		23,832		46,950
Substandard	21,454		1,804		50,940		74,198
Doubtful	0		0		0		0
Total	$	1,035,668	$	80,741	$	1,496,987	$	2,613,396

	Real Estate Residential		Installment		Home Equity		Other		Total
Performing	$	344,325	$	46,559	$	373,472	$	115,727	$	880,083
Nonperforming	8,606		574		2,982		0		12,162
Total	$	352,931	$	47,133	$	376,454	$	115,727	$	892,245

	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

Loan Delinquency, including Nonaccrual Loans

Loan delinquency, including nonaccrual loans, was as follows:

	As of December 31, 2013
(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	$	2,016	$	161	$	7,136	$	9,313	$	1,026,355	$	1,035,668	$	0
Real estate - construction	0		0		223		223		80,518		80,741		0
Real estate - commercial	7,800		4,269		12,732		24,801		1,472,186		1,496,987		0
Real estate - residential	2,030		685		5,526		8,241		344,690		352,931		0
Installment	213		40		379		632		46,501		47,133		0
Home equity	985		292		1,648		2,925		373,529		376,454		0
Other	680		144		218		1,042		114,685		115,727		218
Total	$	13,724	$	5,591	$	27,862	$	47,177	$	3,458,464	$	3,505,641	$	218

	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

Loans Restructured During Period

The following table provides information on loan modifications classified as TDRs during the years ended December 31, 2013 and 2012.

	Years ended December 31,
	2013					2012
	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	15	$	8,582	$	6,431	23	$	8,955	$	7,050
Real estate - construction	0	0		0		0	0		0
Real estate - commercial	18	4,925		3,477		28	11,018		7,201
Real estate - residential	38	2,612		2,317		22	1,572		1,578
Installment	18	333		227		0	0		0
Home equity	42	1,615		1,117		22	753		753
Total	131	$	18,067	$	13,569	95	$	22,298	$	16,582

Loans Restructured, Modifications

The following table provides information on how TDRs were modified during the years ended December 31, 2013 and 2012.

	Years Ended December 31,
(Dollars in thousands)	2013 (2)		2012 (2)
Extended maturities	$	8,146	$	8,838
Adjusted interest rates	520		220
Combination of rate and maturity changes	950		1,403
Forbearance	0		3,261
Other (1)	3,953		2,860
Total	$	13,569	$	16,582

⁽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,
	2013			2012
(Dollars in thousands)	Number of loans	Period end balance		Number of loans	Period end balance
Commercial	4	$	4,875	2	$	1,646
Real estate - construction	0	0		1	301
Real estate - commercial	3	236		3	767
Real estate - residential	3	112		0	0
Installment	4	24		0	0
Home equity	8	198		0	0
Total	22	$	5,445	6	$	2,714

Nonaccrual, Restructured and Impaired Loans

Loans classified as nonaccrual and loans modified as TDRs are considered impaired. The following table provides information on impaired loans as of December 31:

(Dollars in thousands)	2013		2012		2011
Impaired loans
Nonaccrual loans (1)
Commercial	$	7,934	$	15,893	$	10,477
Real estate-construction	223		2,102		17,387
Real estate-commercial	17,286		34,977		34,004
Real estate-residential	8,606		7,869		8,022
Installment	574		452		407
Home equity	2,982		3,252		2,073
Other	0		496		0
Total nonaccrual loans	37,605		65,041		72,370
Accruing troubled debt restructurings	15,094		10,856		4,009
Total impaired loans	$	52,699	$	75,897	$	76,379
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	4,286	$	4,842	$	5,500
Interest included in income
Nonaccrual loans	536		787		675
Troubled debt restructurings	438		338		92
Total interest included in income	974		1,125		767
Net impact on interest income	$	3,312	$	3,717	$	4,733
Commitments outstanding to borrowers with nonaccrual loans	$	0	$	3,489	$	0

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $13.0 million, $14.1 million and $18.1 million as of December 31, 2013, 2012 and 2011, respectively

Investment in Impaired Loans

First Financial's investment in impaired loans is as follows:

	As of December 31, 2013
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Balance		Interest Income Recognized
Loans with no related allowance recorded
Commercial	$	5,212	$	7,083	$	0	$	10,712	$	165
Real estate - construction	223		443		0		599		0
Real estate - commercial	12,355		16,431		0		16,563		380
Real estate - residential	10,291		12,087		0		10,225		152
Installment	642		663		0		463		6
Home equity	3,208		4,108		0		3,145		44
Other	0		0		0		148		0
Total	31,931		40,815		0		41,855		747
Loans with an allowance recorded
Commercial	7,013		8,353		2,080		5,047		71
Real estate - construction	0		0		0		726		7
Real estate - commercial	11,638		14,424		2,872		21,098		110
Real estate - residential	2,016		2,072		348		1,997		37
Installment	0		0		0		0		0
Home equity	101		101		2		101		2
Other	0		0		0		167		0
Total	20,768		24,950		5,302		29,136		227
Total
Commercial	12,225		15,436		2,080		15,759		236
Real estate - construction	223		443		0		1,325		7
Real estate - commercial	23,993		30,855		2,872		37,661		490
Real estate - residential	12,307		14,159		348		12,222		189
Installment	642		663		0		463		6
Home equity	3,309		4,209		2		3,246		46
Other	0		0		0		315		0
Total	$	52,699	$	65,765	$	5,302	$	70,991	$	974

	As of December 31, 2012
(Dollars in thousands)	Current Balance		Contractual Principal Balance		Related Allowance		Average Balance		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
Total	44,456		55,350		0		40,151		609
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	31,441		34,378		9,528		38,275		516
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 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
Total	38,836		54,546		0		40,841		394
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	37,543		47,335		12,539		36,624		373
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

Changes in Other Real Estate Owned

Changes in OREO were as follows:

	Years Ended December 31,
(Dollars in thousands)	2013		2012		2011
Balance at beginning of year	$	12,526	$	11,317	$	17,907
Additions
Commercial	12,120		6,741		1,328
Residential	855		2,540		2,904
Total additions	12,975		9,281		4,232
Disposals
Commercial	3,149		3,572		3,916
Residential	1,157		1,921		2,536
Total disposals	4,306		5,493		6,452
Valuation adjustments
Commercial	864		2,290		4,042
Residential	525		289		328
Total valuation adjustments	1,389		2,579		4,370
Balance at end of year	$	19,806	$	12,526	$	11,317

XML

RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
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	$ 43.1	$ 41.3

XML

BORROWINGS

12 Months Ended

Dec. 31, 2013

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.

The following is a summary of short-term borrowings for the last three years:

	2013				2012				2011
(Dollars in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
At December 31,
Federal funds purchased and securities sold under agreements to repurchase	$	94,749	0.05	%	$	122,570	0.13	%	$	99,431	0.10	%
Federal Home Loan Bank borrowings	654,000		0.17	%	502,000		0.17	%	0		N/A
Total	$	748,749	0.16	%	$	624,570	0.16	%	$	99,431	0.10	%
Average for the year
Federal funds purchased and securities sold under agreements to repurchase	$	115,486	0.08	%	$	86,980	0.08	%	$	96,060	0.17	%
Federal Home Loan Bank borrowings	472,062		0.23	%	111,295		0.17	%	0		N/A
Total	$	587,548	0.20	%	$	198,275	0.13	%	$	96,060	0.17	%
Maximum month-end balances
Federal funds purchased and securities sold under agreements to repurchase	$	158,911			$	170,751			$	105,291
Federal Home Loan Bank borrowings	654,000				502,000				0

Long-term debt primarily 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 $52.5 million in repurchase agreements which have remaining maturities of less than 2 years and a weighted average rate of 3.49%. 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, 2013, had collateral pledged with a book value of $3.0 billion.

The following is a summary of First Financial's long-term debt:

	2013				2012
(Dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Federal Home Loan Bank	$	7,505	3.72	%	$	9,427	3.74	%
National Market Repurchase Agreement	52,500		3.49	%	65,000		3.50	%
Capital loan with municipality	775		0.00	%	775		0.00	%
Total long-term debt	$	60,780	3.48	%	$	75,202	3.49	%

As of December 31, 2013, the long-term debt matures as follows:

(Dollars in thousands)	FHLB		Repurchase Agreement
2014	$	28	$	27,500
2015	29		25,000
2016	28		0
2017	29		0
2018	4,300		0
Thereafter	3,091		0
Total	$	7,505	$	52,500

XML

EARNINGS PER COMMON SHARE

12 Months Ended

Dec. 31, 2013

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)	2013		2012		2011
Numerator
Net income	$	48,349	$	67,303	$	66,739
Denominator
Basic earnings per common share - weighted average shares	57,270,233		57,876,685		57,691,979
Effect of dilutive securities
Employee stock awards	692,050		873,293		907,428
Warrants	110,771		118,814		93,798
Diluted earnings per common share - adjusted weighted average shares	58,073,054		58,868,792		58,693,205
Earnings per share available to common shareholders
Basic	$	0.84	$	1.16	$	1.16
Diluted	$	0.83	$	1.14	$	1.14

Warrants to purchase 465,117 shares of the Company's common stock were outstanding as of December 31, 2013, 2012 and 2011, respectively. These warrants, each representing the right to purchase one share of common stock, no par value per share, have an exercise price of $12.12 and expire on December 23, 2018.

Stock options and warrants, with an exercise price 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 215,452, 1,092,253 and 420,076 at December 31, 2013, 2012 and 2011, respectively.

XML

EARNINGS PER COMMON SHARE - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share Disclosure [Line Items]
Investment Warrants, Exercise Price	$ 12.12
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	215,452	1,092,253	420,076
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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Premises and Equipment (Details)	12 Months Ended
	Dec. 31, 2013
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

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CAPITAL (Tables)

12 Months Ended

Dec. 31, 2013

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, 2013
Total capital to risk-weighted assets
Consolidated	$	679,074	15.88	%	$	342,092	8.00	%	N/A		N/A
First Financial Bank	588,643		13.80	%	341,184		8.00	%	$	426,480	10.00	%
Tier 1 capital to risk-weighted assets
Consolidated	624,850		14.61	%	171,046		4.00	%	N/A		N/A
First Financial Bank	527,712		12.37	%	170,592		4.00	%	255,888		6.00	%
Tier 1 capital to average assets
Consolidated	624,850		10.11	%	247,106		4.00	%	N/A		N/A
First Financial Bank	527,712		8.55	%	246,739		4.00	%	308,423		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, 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	%

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net income	$ 48,349	$ 67,303	$ 66,739
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment securities arising during the period	(29,091)	133	3,605
Change in retirement obligation	15,773	2,798	(12,854)
Unrealized gain (loss) on derivatives	745	(143)	391
Unrealized gain (loss) on foreign currency exchange	(31)	25	(588)
Other comprehensive income (loss)	(12,604)	2,813	(9,446)
Comprehensive income	$ 35,745	$ 70,116	$ 57,293

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other Comprehensive Income (Loss), before Reclassification Adjustments and Tax [Abstract]
Unrealized gain (loss) on investment securities	$ (44,365)		$ 5,792
Unrealized gain (loss) on derivatives	778
Retirement obligations	(17,054)
Foreign currency translation	(31)
Total	(26,564)
Other Comprehensive Income (Loss) Reclassifications before Tax [Abstract]
Unrealized gain (loss) on investment securities	1,724
Unrealized gain (loss) on derivatives	412
Retirement obligation	(8,460)
Foreign currency translation	0
Total	(7,148)
Transactions Pre-tax
Unrealized gain (loss) on investment securities	(46,089)	214
Unrealized gain (loss) on derivatives	1,190	(229)	628
Retirement obligation	25,514	4,495	(20,652)
Foreign currency translation	(31)	25	(588)
Total	(19,416)	4,505	(14,820)
Transactions Tax-effect
Unrealized gain (loss) on investment securities	16,998	(81)	(2,187)
Unrealized gain (loss) on derivatives	(445)	86	(237)
Retirement obligation	(9,741)	(1,697)	7,798
Foreign currency translation	0	0	0
Total	6,812	(1,692)	5,374
Transactions Net of tax
Unrealized gain (loss) on investment securities	(29,091)	133	3,605
Unrealized gain (loss) on derivatives	745	(143)	391
Retirement obligation	(15,773)	(2,798)	12,854
Foreign currency translation	(31)	25	(588)
Total	(12,604)	2,813	(9,446)
Balances Net of tax
Unrealized gain (loss) on investment securities	(16,289)	12,802	12,669	9,064
Unrealized gain (loss) on derivatives	602	(143)	0	(391)
Retirement obligation	15,565	(31,338)	(34,136)	(21,282)
Foreign currency translation	(29)	2	(23)	565
Total	$ (31,281)	$ (18,677)	$ (21,490)	$ (12,044)

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RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

Recently Adopted and Issued Accounting Standards

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. These disclosure requirements are 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. Subsequently, the FASB issued ASU 2013-01, Scope Clarification of Disclosures about Offsetting Assets and Liabilities, which limits the scope of ASU 2011-11 to derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and lending transactions. Companies are 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. The provisions of ASU 2011-11 became effective for the interim reporting period ended March 31, 2013 and resulted in additional disclosures related to the Company's derivatives programs. For further detail, see Note 7 - Derivatives.

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. This update also addresses circumstances that a company 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 became effective for the interim reporting period ended March 31, 2013 and did not have a material impact on the Company's 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 company recognizes an indemnification asset 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 company 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 became effective for the interim reporting period ended March 31, 2013 and did not have a material impact on the Company's Consolidated Financial Statements.

On February 5, 2013, the FASB issued an update (ASU 2013-02,Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI)) which requires preparers to report information about reclassifications out of AOCI. The ASU also requires companies to report changes in AOCI balances and expands the disclosure requirements in FASB ASC Topic 220, Comprehensive Income (ASC 220), for presentation of changes in AOCI. This ASU requires companies to disaggregate the total change of each component of other comprehensive income and separately present (1) reclassification adjustments and (2) current-period OCI. ASU 2013-02 also requires companies to present information about significant items reclassified out of AOCI by component either (1) on the face of the statement where net income is presented or (2) as a separate disclosure in the notes to the financial statements. The provisions of ASU 2013-02 became effective for the interim reporting period ended March 31, 2013 and resulted in additional disclosures related to reclassifications from AOCI. For further detail, see Note 15 - Accumulated Other Comprehensive Income (Loss).

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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, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Increase (decrease) to Interest Income	$ (515)	$ (706)	$ (891)
Interest Rate Contracts | Loans | Interest Income
Derivative Instruments, Gain (Loss) [Line Items]
Increase (decrease) to Interest Income	$ (515)	$ (706)	$ (891)

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PREMISES AND EQUIPMENT - Schedule of Premises and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	$ 227,850,000	$ 241,331,000
Less accumulated depreciation and amortization	90,740,000	94,615,000
Total premises and equipment	137,110,000	146,716,000
Operating Leases, Rent Expense	8,300,000	7,500,000	9,500,000
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	40,802,000	41,550,000
Buildings [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	108,231,000	107,939,000
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	59,563,000	63,248,000
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	19,070,000	23,941,000
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	$ 184,000	$ 4,653,000

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LOANS (covered) - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
FDIC Indemnification Asset, Net Write Offs	$ (22,417,000)	$ 0	$ 0
Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Reclassification from non-accretable difference	1,470,000	29,606,000	39,079,000
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%
Covered Loans | 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	$ 493,600,000	$ 852,900,000

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STOCK OPTIONS AND AWARDS

12 Months Ended

Dec. 31, 2013

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, 2013, and 2012, was $3.8 million and $4.2 million, respectively. Total unrecognized compensation cost related to nonvested share-based compensation was $4.2 million at December 31, 2013 and is expected to be recognized over a weighted average period of 1.9 years.

As of December 31, 2013, 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, non-qualified 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, 2013, there were 1,502,848 shares and 25,647 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 utilizes 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 2013, 2012 or 2011.

Stock option activity for the year ended December 31, 2013, 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	1,991,375		$	14.13
Granted	0		0.00
Exercised	(841,888	)	12.84
Forfeited or expired	(162,811	)	16.62
Outstanding at end of year	986,676		$	14.82	2.5 years	$	2,641
Exercisable at end of year	986,676		$	14.82	2.5 years	$	2,641

The intrinsic value of stock options is defined as the difference between the current market value and the exercise price. First Financial uses treasury shares purchased under the Company's share repurchase program to satisfy share-based exercises.

	2013		2012		2011
Total intrinsic value of options exercised	$	3,247	$	1,277	$	477
Cash received from exercises	$	73	$	320	$	150
Tax benefit from exercises	$	1,422	$	1,576	$	1,421

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 one year for non-employee directors. The vesting of these awards for employees and non-employee directors only require a service period to be met, however, in 2013, additional awards were granted which also require certain performance measures to be met.

Activity in restricted stock for the previous three years ended December 31 is summarized as follows:

	2013				2012				2011
	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	518,756		$	16.65	518,736		$	15.99	485,498		$	15.63
Granted	302,175		15.65		290,706		17.00		261,356		16.02
Vested	(263,302	)	16.63		(228,233	)	15.58		(200,525	)	14.87
Forfeited	(101,597	)	16.26		(62,453	)	16.61		(27,593	)	18.10
Nonvested at end of year	456,032		$	16.00	518,756		$	16.65	518,736		$	15.99

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 2013 was $4.4 million.

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LOANS (covered) - Covered Nonaccrual Loans (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Modifications [Line Items]
Restructured Loans, Nonaccrual Status	$ 13,000,000	$ 14,100,000	$ 18,100,000
Covered Loans
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	3,787,000	11,722,000	11,160,000
Restructured Loans, Accrual Status	335,000	0	0
Total impaired loans	4,122,000	11,722,000	11,160,000
Restructured Loans, Nonaccrual Status	900,000	0	0
Interest income effect
Gross amount of interest that would have been recorded under original terms	412,000	673,000	1,020,000
Interest income included in revenue-Nonaccrual loans	24,000	85,000	58,000
Interest income included in revenue-Restructured loans	6,000	0	0
Total interest included in income	30,000	85,000	58,000
Net impact on interest income	382,000	588,000	962,000
Covered Loans | Commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	540,000	4,498,000	7,203,000
Covered Loans | Real estate-commercial
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	1,349,000	2,986,000	2,192,000
Covered Loans | Installment
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	5,000	0	0
Covered Loans | Home equity
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	1,893,000	4,227,000	1,747,000
Covered Loans | Other
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	$ 0	$ 11,000	$ 18,000

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BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2013

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:

	2013				2012				2011
(Dollars in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
At December 31,
Federal funds purchased and securities sold under agreements to repurchase	$	94,749	0.05	%	$	122,570	0.13	%	$	99,431	0.10	%
Federal Home Loan Bank borrowings	654,000		0.17	%	502,000		0.17	%	0		N/A
Total	$	748,749	0.16	%	$	624,570	0.16	%	$	99,431	0.10	%
Average for the year
Federal funds purchased and securities sold under agreements to repurchase	$	115,486	0.08	%	$	86,980	0.08	%	$	96,060	0.17	%
Federal Home Loan Bank borrowings	472,062		0.23	%	111,295		0.17	%	0		N/A
Total	$	587,548	0.20	%	$	198,275	0.13	%	$	96,060	0.17	%
Maximum month-end balances
Federal funds purchased and securities sold under agreements to repurchase	$	158,911			$	170,751			$	105,291
Federal Home Loan Bank borrowings	654,000				502,000				0

Summary of Long-term Debt [Table Text Block]

The following is a summary of First Financial's long-term debt:

	2013				2012
(Dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Federal Home Loan Bank	$	7,505	3.72	%	$	9,427	3.74	%
National Market Repurchase Agreement	52,500		3.49	%	65,000		3.50	%
Capital loan with municipality	775		0.00	%	775		0.00	%
Total long-term debt	$	60,780	3.48	%	$	75,202	3.49	%

Schedule of Maturities of Long-term Debt [Table Text Block]

As of December 31, 2013, the long-term debt matures as follows:

(Dollars in thousands)	FHLB		Repurchase Agreement
2014	$	28	$	27,500
2015	29		25,000
2016	28		0
2017	29		0
2018	4,300		0
Thereafter	3,091		0
Total	$	7,505	$	52,500

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PREMISES AND EQUIPMENT

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

PREMISES AND EQUIPMENT

Premises and Equipment

Premises and equipment at December 31 were as follows:

(Dollars in thousands)	2013		2012
Land and land improvements	$	40,802	$	41,550
Buildings	108,231		107,939
Furniture and fixtures	59,563		63,248
Leasehold improvements	19,070		23,941
Construction in progress	184		4,653
	227,850		241,331
Less accumulated depreciation and amortization	90,740		94,615
Total	$	137,110	$	146,716

Rental expense recorded under operating leases in 2013, 2012 and 2011 was $8.3 million, $7.5 million and $9.5 million, respectively.

First Financial's future minimum lease payments for operating leases are as follows: 

(Dollars in thousands)
2014	$	7,527
2015	6,903
2016	5,935
2017	4,733
2018	4,046
Thereafter	18,840
Total	$	47,984

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FIRST FINANCIAL BANCORP. (PARENT COMPANY ONLY) FINANCIAL INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Financial Statements, Captions [Line Items]
Proceeds from (Repayments of) Short-term Debt	$ 124,179	$ 525,139	$ 39,589
Pension Expense	5,496	(481)	(1,349)
Statement of Financial Position [Abstract]
Cash	117,620	134,502	149,653
Investment securities, available for sale	913,601	1,032,096	162,600
Other investments	47,427	71,492
Premises and equipment	137,110	146,716
Total assets	6,417,213	6,497,048
Other liabilities	88,016	131,011
Total liabilities	5,735,052	5,786,623
Shareholders’ equity	682,161	710,425	712,221	697,394
Total liabilities and shareholders’ equity	6,417,213	6,497,048
Income Statement [Abstract]
Noninterest income	73,647	122,421	142,531
Interest expense	16,888	27,589	44,921
Provision for loan and lease losses	8,714	19,117	19,210
Salaries and employee benefits	101,402	113,154	106,914
Miscellaneous professional services	6,876	7,269	9,636
Income before income taxes and equity in undistributed net earnings of subsidiaries	67,583	103,745	105,039
Income tax benefit	19,234	36,442	38,300
Operating activities
Net income	48,349	67,303	66,739
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan and lease losses	8,714	19,117	19,210
Depreciation and amortization	14,270	15,833	11,951
Stock-based compensation expense	3,803	4,186	3,935
Deferred income taxes	(25,328)	(14,085)	(14,463)
Increase (decrease) in other liabilities	(1,536)	3,374	(17,422)
Net cash provided by operating activities	164,354	211,834	203,078
Investing activities
Proceeds from calls and maturities of investment securities	186,820	269,236	342,973
Purchases of investment securities	(214,398)	(1,022,772)	(1,027,754)
Net decrease in loans	(347,451)	(240,113)	(53,946)
Purchases of premises and equipment	(7,295)	(25,502)	(23,541)
Net cash provided by (used in) investing activities	(100,240)	10,034	218,952
Financing activities
Cash dividends paid on common stock	(61,429)	(67,797)	(35,312)
Treasury stock purchase	(11,778)	(6,806)	0
Proceeds from exercise of stock options, net of shares purchased	73	320	63
Excess tax benefit on share-based compensation	686	438	259
Net cash used in financing activities	(80,996)	(237,019)	(378,358)
Decrease in cash	(16,882)	(15,151)	43,672
Cash and Due from Banks at beginning of year	134,502	149,653	105,981
Cash and Due from Banks at end of year	117,620	134,502	149,653
Parent Company [Member]
Statement of Financial Position [Abstract]
Cash	88,420	106,196	111,657
Investment securities, available for sale	229	3,623
Other investments	4,851	0
Subordinated notes from subsidiaries	7,500	7,500
Investment in subsidiaries	576,554	594,372
Premises and equipment	1,455	1,706
Other assets	13,942	15,058
Total assets	692,951	728,455
Dividends payable	9,178	16,869
Other liabilities	1,612	1,161
Total liabilities	10,790	18,030
Shareholders’ equity	682,161	710,425
Total liabilities and shareholders’ equity	692,951	728,455
Income Statement [Abstract]
Interest income	75	55	70
Noninterest income	0	421	0
Dividends from subsidiaries	58,700	73,800	48,700
Total income	58,775	74,276	48,770
Interest expense	0	0	391
Provision for loan and lease losses	0	0	739
Salaries and employee benefits	4,042	4,612	4,449
Miscellaneous professional services	663	916	719
Other	5,059	5,209	5,240
Total expenses	9,764	10,737	11,538
Income before income taxes and equity in undistributed net earnings of subsidiaries	49,011	63,539	37,232
Income tax benefit	(3,659)	(3,869)	(4,263)
Equity in undistributed (loss) earnings of subsidiaries	4,321	105	(25,244)
Net income	48,349	67,303	66,739
Operating activities
Net income	48,349	67,303	66,739
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed (loss) earnings of subsidiaries	4,321	105	(25,244)
Provision for loan and lease losses	0	0	739
Depreciation and amortization	26	27	31
Stock-based compensation expense	3,803	4,186	3,935
Deferred income taxes	(676)	(207)	(509)
(Decrease) increase in dividends payable	(7,691)	673	10,342
Increase (decrease) in other liabilities	7,719	(1,799)	(10,003)
Decrease (increase) in other assets	1,266	(139)	(241)
Net cash provided by operating activities	57,117	70,149	45,789
Investing activities
Proceeds from calls and maturities of investment securities	48	0	158
Purchases of investment securities	(88)	(474)	(137)
Net decrease in loans	0	0	2,681
Purchases of premises and equipment	(80)	0	0
Other	307	109	514
Net cash provided by (used in) investing activities	187	(365)	3,216
Financing activities
Redemption of junior subordinated debentures	0	0	(20,620)
Cash dividends paid on common stock	(61,429)	(67,797)	(35,312)
Treasury stock purchase	(11,778)	(6,806)	0
Proceeds from exercise of stock options, net of shares purchased	73	320	63
Excess tax benefit on share-based compensation	686	438	259
Other	(2,632)	(1,400)	478
Net cash used in financing activities	(75,080)	(75,245)	(55,132)
Decrease in cash	(17,776)	(5,461)	(6,127)
Cash and Due from Banks at beginning of year	106,196	111,657	117,784
Cash and Due from Banks at end of year	88,420	106,196	111,657
Parent Company [Member] | Commercial Banks [Member]
Statement of Financial Position [Abstract]
Investment in subsidiaries	557,872	575,701
Parent Company [Member] | Nonbanks [Member]
Statement of Financial Position [Abstract]
Investment in subsidiaries	$ 18,682	$ 18,671