SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2008

FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
 
Ohio
(State or other jurisdiction
of incorporation)
0-12379
(Commission File
Number)
31-1042001
(IRS Employer
Identification No.)
     
4000 Smith Road
Cincinnati, Ohio
(Address of principal executive
offices)
  
 
45209
(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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


Form 8-K
First Financial Bancorp.
 
Item 2.02 Results of Operations and Financial Condition.

On October 29, 2008, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2008. A copy of the earnings press release is attached as Exhibit 99.1.

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

The earnings press release includes two non-GAAP financial measures. The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled “Consolidated Financial Highlights” under the section “Key Financial Ratios.” The second appears in the tables entitled “Additional Data” at the bottom of the “Consolidated Quarterly Statements of Income” page. The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.
 
Below is a table showing “net interest income” calculated and presented in accordance with GAAP and the adjustments made to arrive at the non-GAAP financial measure “net interest income – tax equivalent.” The table also shows “net interest margin” calculated and presented in accordance with GAAP and the method used to arrive at the non-GAAP financial measure “net interest margin (fully tax equivalent).”

   
Three Months Ended
  
Nine Months Ended
  
   
Sep. 30,
  
June 30,
  
March 31,
  
Dec. 31,
  
Sep. 30,
  
September 30,
  
   
2008
  
2008
  
2008
  
2007
  
2007
  
2008
  
2007
  
           
(Dollars in thousands)
          
Net interest income
  
$
29,410
  
$
28,414
  
$
28,249
  
$
29,079
  
$
29,417
  
$
86,073
  
$
89,421
  
Tax equivalent adjustment
    
424
   
510
   
514
   
561
   
564
   
1,448
   
1,720
 
Net interest income - tax equivalent
  
$
29,834
  
$
28,924
  
$
28,763
  
$
29,640
  
$
29,981
  
$
87,521
  
$
91,141
  
                                             
Average earning assets
    
3,180,290
   
3,074,885
   
3,005,835
   
3,046,253
   
3,007,663
   
3,087,925
   
2,996,267
 
                                             
Net interest margin*
    
3.68
%
  
3.72
%
  
3.78
%
  
3.79
%
  
3.88
%
  
3.72
%
  
3.99
%
Net interest margin (fully tax equivalent)*
    
3.73
%
  
3.78
%
  
3.85
%
  
3.86
%
  
3.95
%
  
3.79
%
  
4.07
%
 
* Margins are calculated using net interest income annualized divided by average earning assets.


Item 9.01 Exhibits.

 
(c)
Exhibit:

The following exhibit shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

99.1 First Financial Bancorp. Press Release dated October 29, 2008.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
FIRST FINANCIAL BANCORP.
   
   
 
By:
   /s/ J. Franklin Hall
  
   
     J. Franklin Hall
   
     Executive Vice President and
   
     Chief Financial Officer

Date: October 30, 2008


Form 8-K
First Financial Bancorp.
 
Exhibit Index
Exhibit No.
      
Description
     
99.1
  
First Financial Bancorp. Press Release dated October 29, 2008.