Edgar Filing: FIRST COMMONWEALTH FINANCIAL CORP /PA/

FCF-2014.6.30-10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 30, 2014



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

For the transition period from to

Commission File Number 001-11138

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)



Pennsylvania		25-1428528
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

601 Philadelphia Street, Indiana, PA		15701
(Address of principal executive offices)		(Zip Code)

724-349-7220

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by a 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. Yes x No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of issuer’s common stock, $1.00 par value, as of August 5, 2014, was 93,510,401.

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

FORM 10-Q

INDEX



		PAGE

PART I.	Financial Information

ITEM 1.	Financial Statements and Supplementary Data

	Included in Part I of this report:

	First Commonwealth Financial Corporation and Subsidiaries

	Condensed Consolidated Statements of Financial Condition (Unaudited)	3
	Condensed Consolidated Statements of Income (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	61

ITEM 4.	Controls and Procedures	61

PART II.	Other Information

ITEM 1.	Legal Proceedings	62

ITEM 1A.	Risk Factors	62

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

ITEM 3.	Defaults Upon Senior Securities	63

ITEM 4.	Mine Safety Disclosures	63

ITEM 5.	Other Information	63

ITEM 6.	Exhibits	64

	Signatures	65

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)



	June 30, 2014			December 31, 2013
	(dollars in thousands, except share data)
Assets
Cash and due from banks	$	92,860		$	74,427
Interest-bearing bank deposits	5,151			3,012
Securities available for sale, at fair value	1,347,611			1,318,365
Other investments	44,077			35,444
Loans:
Portfolio loans	4,334,214			4,283,833
Allowance for credit losses	(50,725		)	(54,225		)
Net loans	4,283,489			4,229,608
Premises and equipment, net	66,060			67,940
Other real estate owned	7,817			11,728
Goodwill	159,371			159,956
Amortizing intangibles, net	955			1,311
Bank owned life insurance	175,172			174,372
Other assets	117,659			138,698
Total assets	$	6,300,222		$	6,214,861
Liabilities
Deposits (all domestic):
Noninterest-bearing	$	1,008,031		$	912,361
Interest-bearing	3,452,390			3,691,502
Total deposits	4,460,421			4,603,863
Short-term borrowings	845,873			626,615
Subordinated debentures	72,167			72,167
Other long-term debt	136,672			144,385
Total long-term debt	208,839			216,552
Other liabilities	60,585			56,134
Total liabilities	5,575,718			5,503,164
Shareholders’ Equity
Preferred stock, $1 par value per share, 3,000,000 shares authorized, none issued	—			—
Common stock, $1 par value per share, 200,000,000 shares authorized; 105,563,455 shares issued at June 30, 2014 and December 31, 2013, and 93,752,812 and 95,245,215 shares outstanding at June 30, 2014 and December 31, 2013, respectively	105,563			105,563
Additional paid-in capital	365,550			365,333
Retained earnings	345,771			334,748
Accumulated other comprehensive loss, net	(6,022		)	(20,588		)
Treasury stock (11,810,643 and 10,318,240 shares at June 30, 2014 and December 31, 2013, respectively)	(86,358		)	(73,359		)
Total shareholders’ equity	724,504			711,697
Total liabilities and shareholders’ equity	$	6,300,222		$	6,214,861

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)



	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2014		2013		2014			2013
	(dollars in thousands, except share data)
Interest Income
Interest and fees on loans	$	42,192	$	43,629	$	85,290		$	88,243
Interest and dividends on investments:
Taxable interest	7,334		7,319		14,514			14,428
Interest exempt from federal income taxes	64		1		68			2
Dividends	574		30		796			66
Interest on bank deposits	2		2		4			3
Total interest income	50,166		50,981		100,672			102,742
Interest Expense
Interest on deposits	3,416		4,007		6,923			8,198
Interest on short-term borrowings	477		287		946			507
Interest on subordinated debentures	571		580		1,137			1,964
Interest on other long-term debt	319		409		692			957
Total interest expense	4,783		5,283		9,698			11,626
Net Interest Income	45,383		45,698		90,974			91,116
Provision for credit losses	3,317		10,800		6,548			15,297
Net Interest Income after Provision for Credit Losses	42,066		34,898		84,426			75,819
Noninterest Income
Net securities gains	2		4		2			8
Trust income	1,474		1,608		2,909			3,271
Service charges on deposit accounts	4,141		3,815		7,933			7,216
Insurance and retail brokerage commissions	1,600		1,384		2,995			2,801
Income from bank owned life insurance	1,432		1,432		2,801			2,860
Gain on sale of assets	2,165		425		3,746			700
Card related interchange income	3,655		3,490		7,021			6,678
Other income	2,533		2,773		4,515			6,282
Total noninterest income	17,002		14,931		31,922			29,816
Noninterest Expense
Salaries and employee benefits	21,897		21,497		42,941			43,290
Net occupancy expense	3,283		3,221		6,789			6,856
Furniture and equipment expense	5,249		3,297		10,579			6,569
Data processing expense	1,542		1,503		3,010			3,019
Advertising and promotion expense	785		775		1,485			1,554
Pennsylvania shares tax expense	1,038		1,517		1,749			2,707
Intangible amortization	178		297		356			655
Collection and repossession expense	449		851		1,158			2,002
Other professional fees and services	691		948		1,715			1,917
FDIC insurance	1,051		1,084		2,100			2,134
Loss on sale or write-down of assets	745		343		1,180			530
Loss on redemption of subordinated debt	—		1,629		—			1,629
Operational losses (recoveries)	229		214		(460		)	552
Conversion related expenses	539		—		893			—
Other operating expenses	4,720		4,822		8,788			10,038
Total noninterest expense	42,396		41,998		82,283			83,452
Income Before Income Taxes	16,672		7,831		34,065			22,183
Income tax provision	4,744		2,015		9,837			5,814
Net Income	$	11,928	$	5,816	$	24,228		$	16,369
Average Shares Outstanding	93,794,589		97,564,699		94,166,936			98,421,956
Average Shares Outstanding Assuming Dilution	93,811,543		97,577,010		94,177,831			98,429,223
Per Share Data:
Basic Earnings per Share	$	0.13	$	0.06	$	0.26		$	0.17
Diluted Earnings per Share	$	0.13	$	0.06	$	0.26		$	0.17
Cash Dividends Declared per Common Share	$	0.07	$	0.06	$	0.14		$	0.11

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)



	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(dollars in thousands)
Net Income	$	11,928		$	5,816		$	24,228		$	16,369
Other comprehensive income (loss), before tax (expense) benefit:
Unrealized holding gains (losses) on securities arising from during the period	9,950			(25,230		)	22,407			(27,641		)
Less: reclassification adjustment for gains on securities included in net income	(2		)	(4		)	(2		)	(8		)
Total other comprehensive income (loss), before tax (expense) benefit	9,948			(25,234		)	22,405			(27,649		)
Income tax (expense) benefit related to items of other comprehensive income (loss)	(3,478		)	8,824			(7,839		)	9,668
Total other comprehensive income (loss)	6,470			(16,410		)	14,566			(17,981		)
Comprehensive Income (Loss)	$	18,398		$	(10,594	)	$	38,794		$	(1,612	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)



	Shares Outstanding		Common Stock		Additional Paid-in- Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), net			Treasury Stock			Total Shareholders’ Equity
	(dollars in thousands, except share and per share data)
Balance at December 31, 2013	95,245,215		$	105,563	$	365,333		$	334,748		$	(20,588	)	$	(73,359	)	$	711,697
Net income								24,228									24,228
Other comprehensive income											14,566						14,566
Cash dividends declared ($0.14 per share)								(13,205		)							(13,205		)
Discount on dividend reinvestment plan purchases					(65		)										(65		)
Treasury stock acquired	(1,603,350	)												(13,407		)	(13,407		)
Treasury stock reissued	21,960				35			—						157			192
Restricted stock	88,987		—		247			—						251			498
Balance at June 30, 2014	93,752,812		$	105,563	$	365,550		$	345,771		$	(6,022	)	$	(86,358	)	$	724,504



	Shares Outstanding		Common Stock		Additional Paid-in- Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), net			Treasury Stock			Total Shareholders’ Equity
	(dollars in thousands, except share and per share data)
Balance at December 31, 2012	99,629,494		$	105,563	$	365,354		$	315,608		$	1,259		$	(41,777	)	$	746,007
Net income								16,369									16,369
Other comprehensive loss											(17,981		)				(17,981		)
Cash dividends declared ($0.11 per share)								(10,842		)							(10,842		)
Discount on dividend reinvestment plan purchases					(55		)										(55		)
Treasury stock acquired	(3,267,692	)												(23,247		)	(23,247		)
Treasury stock reissued	25,359				—			—						176			176
Restricted stock	55,000		—		53			—						195			248
Balance at June 30, 2013	96,442,161		$	105,563	$	365,352		$	321,135		$	(16,722	)	$	(64,653	)	$	710,675

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



	For the Six Months Ended
	June 30,
	2014			2013
	(dollars in thousands)
Operating Activities
Net income	$	24,228		$	16,369
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for credit losses	6,548			15,297
Deferred tax expense	4,918			3,848
Depreciation and amortization	8,436			4,736
Net (gains) losses on securities and other assets	(2,843		)	418
Net amortization of premiums and discounts on securities	1,000			1,162
Net accretion of premiums and discounts on long term debt	(37		)	(58		)
Income from increase in cash surrender value of bank owned life insurance	(2,576		)	(2,860		)
Decrease in interest receivable	668			606
Decrease in interest payable	(288		)	(1,284		)
Increase (decrease) in income taxes payable	998			(250		)
Other-net	5,685			5,708
Net cash provided by operating activities	46,737			43,692
Investing Activities
Transactions with securities available for sale:
Proceeds from sales	—			42
Proceeds from maturities and redemptions	152,846			195,806
Purchases	(153,310		)	(360,010		)
Purchases of FHLB stock	(18,659		)	(10,670		)
Proceeds from the redemption of FHLB stock	10,025			4,984
Proceeds from bank owned life insurance	939			1,439
Proceeds from sale of loans	3,112			20,348
Proceeds from sale of other assets	9,500			2,853
Net increase in loans	(66,085		)	(77,496		)
Purchases of premises and equipment	(6,229		)	(3,106		)
Net cash used in investing activities	(67,861		)	(225,810		)
Financing Activities
Net increase (decrease) in federal funds purchased	13,000			(24,000		)
Net increase in other short-term borrowings	206,259			109,621
Net (decrease) increase in deposits	(143,441		)	175,186
Repayments of other long-term debt	(7,675		)	(29,797		)
Repayments of subordinated debentures	—			(34,702		)
Discount on dividend reinvestment plan purchases	(65		)	(55		)
Dividends paid	(13,205		)	(10,842		)
Proceeds from reissuance of treasury stock	192			176
Purchase of treasury stock	(13,369		)	(24,469		)
Net cash provided by financing activities	41,696			161,118
Net increase (decrease) in cash and cash equivalents	20,572			(21,000		)
Cash and cash equivalents at January 1	77,439			102,982
Cash and cash equivalents at June 30	$	98,011		$	81,982

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Basis of Presentation

The accounting and reporting policies of First Commonwealth Financial Corporation and its subsidiaries (“First Commonwealth” or “Company”) conform with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Actual realized amounts could differ from those estimates. In the opinion of management, the unaudited interim condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of First Commonwealth’s financial position, results of operations, cash flows and changes in shareholders’ equity as of and for the periods presented.

The results of operations for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the full year of 2014. These interim financial statements should be read in conjunction with First Commonwealth’s 2013 Annual Report on Form 10-K.

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and interest-bearing bank deposits. Generally, federal funds are sold for one-day periods.

Note 2 Supplemental Comprehensive Income Disclosures

The following table identifies the related tax effects allocated to each component of other comprehensive income (“OCI”) in the Condensed Consolidated Statements of Comprehensive Income. Reclassification adjustments related to securities available for sale are included in the "Net securities gains" line in the Condensed Consolidated Statements of Income.



	For the Six Months Ended June 30,
	2014									2013
	Pretax Amount			Tax (Expense) Benefit			Net of Tax Amount			Pretax Amount			Tax (Expense) Benefit		Net of Tax Amount
	(dollars in thousands)
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) on securities arising during the period	$	22,407		$	(7,840	)	$	14,567		$	(27,641	)	$	9,665	$	(17,976	)
Reclassification adjustment for gains on securities included in net income	(2		)	1			(1		)	(8		)	3		(5		)
Total unrealized gains (losses) on securities	22,405			(7,839		)	14,566			(27,649		)	9,668		(17,981		)
Total other comprehensive income (loss)	$	22,405		$	(7,839	)	$	14,566		$	(27,649	)	$	9,668	$	(17,981	)



	For the Three Months Ended June 30,
	2014									2013
	Pretax Amount			Tax (Expense) Benefit			Net of Tax Amount			Pretax Amount			Tax (Expense) Benefit		Net of Tax Amount
	(dollars in thousands)
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) on securities arising during the period	$	9,950		$	(3,479	)	$	6,471		$	(25,230	)	$	8,822	$	(16,408	)
Reclassification adjustment for gains on securities included in net income	(2		)	1			(1		)	(4		)	2		(2		)
Total unrealized gains (losses) on securities	9,948			(3,478		)	6,470			(25,234		)	8,824		(16,410		)
Total other comprehensive income (loss)	$	9,948		$	(3,478	)	$	6,470		$	(25,234	)	$	8,824	$	(16,410	)

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table details the change in components of OCI for the six months ended June 30:



	2014								2013
	Securities Available for Sale			Post-Retirement Obligation		Accumulated Other Comprehensive Income			Securities Available for Sale			Post-Retirement Obligation		Accumulated Other Comprehensive Income
	(dollars in thousands)
Balance at December 31	$	(20,868	)	$	280	$	(20,588	)	$	1,121		$	138	$	1,259
Other comprehensive income (loss) before reclassification adjustment	14,567			—		14,567			(17,976		)	—		(17,976		)
Amounts reclassified from accumulated other comprehensive income (loss)	(1		)	—		(1		)	(5		)	—		(5		)
Net other comprehensive income (loss) during the period	14,566			—		14,566			(17,981		)	—		(17,981		)
Balance at June 30	$	(6,302	)	$	280	$	(6,022	)	$	(16,860	)	$	138	$	(16,722	)

Note 3 Supplemental Cash Flow Disclosures

The following table presents information related to cash paid during the period for interest as well as detail on non-cash investing and financing activities for the six months ended June 30:



	2014		2013
	(dollars in thousands)
Cash paid during the period for:
Interest	$	10,024	$	12,990
Income taxes	3,700		2,200
Non-cash investing and financing activities:
Loans transferred to other real estate owned and repossessed assets	2,726		7,371
Loans transferred from held to maturity to held for sale	3,035		20,135
Gross increase (decrease) in market value adjustment to securities available for sale	22,397		(27,625		)
Investments committed to purchase, not settled	2,732		—
Unsettled treasury stock repurchases	38		—
Proceeds from death benefit on bank-owned life insurance not received	1,062		—

Note 4 Earnings per Share

The following table summarizes the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computations:



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2014		2013		2014		2013
Weighted average common shares issued	105,563,455		105,563,455		105,563,455		105,563,455
Average treasury stock shares	(11,584,636	)	(7,823,276	)	(11,232,622	)	(6,968,649	)
Average unearned nonvested shares	(184,230	)	(175,480	)	(163,897	)	(172,850	)
Weighted average common shares and common stock equivalents used to calculate basic earnings per share	93,794,589		97,564,699		94,166,936		98,421,956
Additional common stock equivalents (nonvested stock) used to calculate diluted earnings per share	16,954		12,311		10,895		7,267
Additional common stock equivalents (stock options) used to calculate diluted earnings per share	—		—		—		—
Weighted average common shares and common stock equivalents used to calculate diluted earnings per share	93,811,543		97,577,010		94,177,831		98,429,223

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table shows the number of shares and the price per share related to common stock equivalents that were not included in the computation of diluted earnings per share for the six months ended June 30 because to do so would have been antidilutive.



	2014					2013
		Price Range					Price Range
	Shares	From		To		Shares	From		To
Stock Options	15,000	$	14.55	$	14.55	40,210	$	9.59	$	14.55
Restricted Stock	93,268	5.96		9.18		92,059	5.96		7.35

Note 5 Variable Interest Entities

As defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, a Variable Interest Entity (“VIE”) is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Under ASC 810-10, an entity that holds a variable interest in a VIE is required to consolidate the VIE if the entity is deemed to be the primary beneficiary, which generally means it is subject to a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the entity’s residual returns, or both.

First Commonwealth’s VIEs are evaluated under the guidance included in FASB Accounting Standards Update (“ASU”) 2009-17. These VIEs include qualified affordable housing projects that First Commonwealth has invested in as part of its community reinvestment initiatives. We periodically assess whether or not our variable interests in the VIE, based on qualitative analysis, provide us with a controlling interest in the VIE. The analysis includes an assessment of the characteristics of the VIE. We do not have a controlling financial interest in the VIE, which would require consolidation of the VIE, as we do not have the following characteristics: (1) the power to direct the activities that most significantly impact the VIE’s economic performance; and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

First Commonwealth’s maximum potential exposure is equal to its carrying value and is summarized in the table below:



	June 30, 2014		December 31, 2013
	(dollars in thousands)
Low Income Housing Limited Partnership Investments	$	142	$	207

Note 6 Commitments and Contingent Liabilities

Commitments and letters of credit

Standby letters of credit and commercial letters of credit are conditional commitments issued by First Commonwealth to guarantee the performance of a customer to a third party. The contract or notional amount of these instruments reflects the maximum amount of future payments that First Commonwealth could be required to pay under the guarantees if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from collateral held or pledged. In addition, many of these commitments are expected to expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements.

The following table identifies the notional amount of those instruments at:



	June 30, 2014		December 31, 2013
	(dollars in thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	1,532,655	$	1,571,987
Financial standby letters of credit	36,533		38,121
Performance standby letters of credit	27,178		32,441
Commercial letters of credit	—		—

The notional amounts outstanding as of June 30, 2014 include amounts issued in 2014 of $0.3 million in financial standby letters of credit and $0.5 million in performance standby letters of credit. There were no commercial letters of credit issued

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

during 2014. A liability of $0.1 million has been recorded as of June 30, 2014 and December 31, 2013, which represents the estimated fair value of letters of credit issued. The fair value of letters of credit is estimated based on the unrecognized portion of fees received at the time the commitment was issued.

Unused commitments and letters of credit provide exposure to future credit loss in the event of nonperformance by the borrower or guaranteed parties. Management’s evaluation of the credit risk related to these commitments resulted in the recording of a liability of $3.1 million as of June 30, 2014 and $3.2 million as of December 31, 2013. The credit risk evaluation incorporated probability of default, loss given default and estimated utilization for the next twelve months for each loan category and the letters of credit.

Legal proceedings

Market Rate Savings IRA Litigation

McGrogan v. First Commonwealth Bank was filed as a class action on January 12, 2009, in the Court of Common Pleas of Allegheny County, Pennsylvania. The action alleges that First Commonwealth Bank (the “Bank”) promised class members a minimum interest rate of 8% on its IRA Market Rate Savings Account for as long as the class members kept their money on deposit in the IRA account. The class asserted that the Bank committed fraud, breached its modified contract with the class members, and violated the Pennsylvania Unfair Trade Practice and Consumer Protection Law (UTPCPL) when it resigned as custodian of the IRA Market Rate Savings Accounts in 2008 and offered the class members a roll-over IRA account with a 3.5% interest rate. Plaintiffs sought monetary damages for the alleged breach of contract, punitive damages for the alleged fraud and Unfair Trade Practice and Consumer Protection Law violations and attorney’s fees. The court granted class certification as to the breach of modified contract claim and denied class certification as to the fraud and Pennsylvania Unfair Trade Practice and Consumer Protection Law claims. The breach of contract claim was predicated upon a letter sent to customers in 1998 which reversed an earlier decision by the Bank to reduce the rate paid on the accounts. The letter stated, in relevant part, “This letter will serve as notification that a decision has been made to re-establish the rate on your account to eight percent (8)%. This rate will be retroactive to your most recent maturity date and will continue going forward on deposits presently in the account and on annual additions.” On August 30, 2012, the Court entered an order granting the Bank’s motion for summary judgment and dismissed the class action claims. The Court found that the Bank retained the right to resign as custodian of the accounts and that the act of resigning as custodian and closing the accounts did not breach the terms of the underlying IRA contract. On appeal, the Superior Court affirmed the denial of class certification to the claims of fraud in the execution and violation of the UTPCPL. The Superior Court found that none of the other issues were ripe for appeal. Jurisdiction was returned to the Court of Common Pleas where the individual fraud and UTPCPL claims of Mr. and Mrs. McGrogan are pending. Plaintiffs filed their pretrial statement on June 16, 2014, seeking $0.5 million in damages for the McGrogans and $0.8 million for their adult children beneficiaries. The Bank considers these damage claims exaggerated and otherwise invalid. The Bank has filed a motion for summary judgment; it is pending.

In December 2013, three new complaints were filed by 34 former members of the McGrogan class:


(1)	Jarrett et al. v. First Commonwealth Bank - An action filed by eight plaintiffs on December 2, 2013 in the Westmoreland County Court of Common Pleas asserting claims for fraud in the inducement, fraud in the execution, violation of the UTPCPL, breach of fiduciary duty and promissory estoppel.


(2)	Young et al. v. First Commonwealth Bank - An action filed by 12 plaintiffs on December 2, 2013 in the Westmoreland County Court of Common Pleas asserting claims for fraud in the inducement, fraud in the execution, violation of the UTPCPL, breach of fiduciary duty and promissory estoppel.


(3)	Fisanik et. al. v. First Commonwealth Bank - An action filed by 14 plaintiffs on December 9, 2013 in the Cambria County Court of Common Pleas asserting claims for fraud in the inducement, fraud in the execution, violation of the UTPCPL, and breach of fiduciary duty.

The 36 plaintiffs who have filed individual actions held Market Rate Savings IRA balances totaling approximately $4 million at the time of the Bank’s resignation as custodian of the IRAs in 2008. The average age of the plaintiffs at that time was 62.

The Bank filed preliminary objections to the three new complaints. On July 22, 2014 the court issued an order permitting the three new cases to proceed only on theories of fraud in the execution and violation of the UTPCPL based on fraud in the execution and dismissing the claims for fraud in the inducement, breach of fiduciary duty and promissory estoppel with prejudice.

At this time, the Bank believes the claims are without merit.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other matters

In 2013, First Commonwealth identified an error related to historical tax reporting for approximately 700-900 customers, resulting in the establishment of an $0.8 million contingency reserve. During the second quarter of 2014, a settlement in the amount of $0.4 million was reached with one taxing authority, while resolution with another taxing authority continues. Based on the settlement reached, management's best estimate of the remaining liability for this issue is $0.1 million. As a result, in addition to the settlement amount, $0.3 million of the contingency reserve was reversed during the second quarter of 2014. The contingency reserve is included in “Other liabilities” in the Condensed Consolidated Statements of Financial Condition.

There are no other material legal proceedings to which First Commonwealth or its subsidiaries are a party, or of which their property is the subject, except proceedings which arise in the normal course of business and, in the opinion of management, will not have a material adverse effect on the consolidated operations, financial position or cash flow of First Commonwealth or its subsidiaries.

Note 7 Investment Securities

Below is an analysis of the amortized cost and estimated fair values of securities available for sale at:



	June 30, 2014									December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities – Residential	$	20,686	$	2,617	$	—		$	23,303	$	22,639	$	2,624	$	(59	)	$	25,204
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities – Residential	1,001,669		15,257		(13,807		)	1,003,119		1,009,519		12,531		(27,163		)	994,887
Mortgage-Backed Securities – Commercial	88		2		—			90		104		1		—			105
Other Government-Sponsored Enterprises	269,175		15		(803		)	268,387		267,971		81		(1,927		)	266,125
Obligations of States and Political Subdivisions	15,738		156		(5		)	15,889		80		—		—			80
Corporate Securities	6,688		561		—			7,249		6,693		328		—			7,021
Pooled Trust Preferred Collateralized Debt Obligations	41,851		109		(13,806		)	28,154		42,040		—		(18,517		)	23,523
Total Debt Securities	1,355,895		18,717		(28,421		)	1,346,191		1,349,046		15,565		(47,666		)	1,316,945
Equities	1,420		—		—			1,420		1,420		—		—			1,420
Total Securities Available for Sale	$	1,357,315	$	18,717	$	(28,421	)	$	1,347,611	$	1,350,466	$	15,565	$	(47,666	)	$	1,318,365

Mortgage backed securities include mortgage backed obligations of U.S. Government agencies and obligations of U.S. Government-sponsored enterprises. These obligations have contractual maturities ranging from less than one year to approximately 30 years with lower anticipated lives to maturity due to prepayments. All mortgage backed securities contain a certain amount of risk related to the uncertainty of prepayments of the underlying mortgages. Interest rate changes have a direct impact upon prepayment speeds, therefore First Commonwealth uses computer simulation models to test the average life and yield volatility of all mortgage backed securities under various interest rate scenarios to monitor the potential impact on earnings and interest rate risk positions.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expected maturities will differ from contractual maturities because issuers may have the right to call or repay obligations with or without call or prepayment penalties. Other fixed income securities within the portfolio also contain prepayment risk.

The amortized cost and estimated fair value of debt securities available for sale at June 30, 2014, by contractual maturity, are shown below.



	Amortized Cost		Estimated Fair Value
	(dollars in thousands)
Due within 1 year	$	2,600	$	2,601
Due after 1 but within 5 years	266,575		265,786
Due after 5 but within 10 years	8,402		8,506
Due after 10 years	55,875		42,786
	333,452		319,679
Mortgage-Backed Securities (a)	1,022,443		1,026,512
Total Debt Securities	$	1,355,895	$	1,346,191


(a)	Mortgage Backed Securities include an amortized cost of $20.7 million and a fair value of $23.3 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $1,001.8 million and a fair value of $1,003.2 million for Obligations of U.S. Government-sponsored enterprises issued by Fannie Mae and Freddie Mac.

Proceeds from sales, gross gains (losses) realized on sales, maturities and other-than-temporary impairment charges related to securities available for sale were as follows for the six months ended June 30:



	2014		2013
	(dollars in thousands)
Proceeds from sales	$	—	$	42
Gross gains (losses) realized:
Sales Transactions:
Gross gains	$	—	$	4
Gross losses	—		—
	—		4
Maturities and impairment
Gross gains	2		4
Gross losses	—		—
	2		4
Net gains and impairment	$	2	$	8

Securities available for sale with an estimated fair value of $511.9 million and $594.9 million were pledged as of June 30, 2014 and December 31, 2013, respectively, to secure public deposits and for other purposes required or permitted by law.

Note 8 Impairment of Investment Securities

Securities Available for Sale

As required by FASB ASC Topic 320, “Investments – Debt and Equity Securities,” credit related other-than-temporary impairment on debt securities is recognized in earnings while non-credit related other-than-temporary impairment on debt securities not expected to be sold is recognized in OCI. During the six months ended June 30, 2014 and 2013, no other-than-temporary impairment charges were recognized.

First Commonwealth utilizes the specific identification method to determine the net gain or loss on debt securities and the average cost method to determine the net gain or loss on equity securities.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We review our investment portfolio on a quarterly basis for indications of impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer and whether we are more likely than not to sell the security. We evaluate whether we are more likely than not to sell debt securities based upon our investment strategy for the particular type of security and our cash flow needs, liquidity position, capital adequacy, tax position and interest rate risk position. In addition, the risk of future other-than-temporary impairment may be influenced by additional bank failures, weakness in the U.S. economy, changes in real estate values and additional interest deferrals in our pooled trust preferred collateralized debt obligations. Our pooled trust preferred collateralized debt obligations are beneficial interests in securitized financial assets within the scope of FASB ASC Topic 325, “Investments – Other,” and are therefore evaluated for other-than-temporary impairment using management’s best estimate of future cash flows. If these estimated cash flows indicate that it is probable that an adverse change in cash flows has occurred, then other-than-temporary impairment would be recognized in accordance with FASB ASC Topic 320. There is a risk that First Commonwealth will record other-than-temporary impairment charges in the future. See Note 11, “Fair Values of Assets and Liabilities,” for additional information.

The following table presents the gross unrealized losses and estimated fair values at June 30, 2014 by investment category and time frame for which securities have been in a continuous unrealized loss position:



	Less Than 12 Months					12 Months or More					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(dollars in thousands)
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities – Residential	$	117,662	$	(373	)	$	432,719	$	(13,434	)	$	550,381	$	(13,807	)
Other Government-Sponsored Enterprises	131,555		(238		)	80,916		(565		)	212,471		(803		)
Obligations of States and Political Subdivisions	490		(5		)	—		—			490		(5		)
Pooled Trust Preferred Collateralized Debt Obligations	2,626		(65		)	23,922		(13,741		)	26,548		(13,806		)
Total Securities Available for Sale	$	252,333	$	(681	)	$	537,557	$	(27,740	)	$	789,890	$	(28,421	)

At June 30, 2014, pooled trust preferred collateralized debt obligations accounted for 49% of the unrealized losses, while fixed income securities issued by U.S. Government-sponsored enterprises comprised 51% of total unrealized losses. The unrealized losses related to U.S. Government-sponsored enterprises are the result of interest rate movements. There were no equity securities in an unrealized loss position at June 30, 2014.

The following table presents the gross unrealized losses and estimated fair values at December 31, 2013 by investment category and time frame for which securities have been in a continuous unrealized loss position:



	Less Than 12 Months					12 Months or More					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities – Residential	$	2,035	$	(59	)	$	—	$	—		$	2,035	$	(59	)
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities – Residential	632,231		(22,844		)	65,324		(4,319		)	697,555		(27,163		)
Other Government-Sponsored Enterprises	183,542		(1,448		)	24,501		(479		)	208,043		(1,927		)
Pooled Trust Preferred Collateralized Debt Obligations	2,401		(237		)	21,122		(18,280		)	23,523		(18,517		)
Total Securities Available for Sale	$	820,209	$	(24,588	)	$	110,947	$	(23,078	)	$	931,156	$	(47,666	)

As of June 30, 2014, our corporate securities had an amortized cost and an estimated fair value of $6.7 million and $7.2 million, respectively, and were comprised of single issue trust preferred securities issued primarily by large regional banks. As of December 31, 2013, the same portion of the portfolio had an amortized cost of $6.7 million and an estimated fair value of $7.0 million. There were no corporate securities in an unrealized loss position as of June 30, 2014 and December 31, 2013.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

When unrealized losses exist on these investments, management reviews each of the issuer’s asset quality, earnings trends and capital position, to determine whether issues in an unrealized loss position were other-than-temporarily impaired. All interest payments on the corporate securities are being made as contractually required.

As of June 30, 2014, the book value of our pooled trust preferred collateralized debt obligations totaled $41.9 million with an estimated fair value of $28.2 million, which includes securities comprised of 285 banks and other financial institutions. All of our pooled securities are mezzanine tranches, four of which now have no senior class remaining in the issue. The credit rating on all of our issues are below investment grade. At the time of initial issue, the subordinated tranches ranged in size from approximately 7% to 35% of the total principal amount of the respective securities and no more than 5% of any pooled security consisted of a security issued by any one institution. As of June 30, 2014, after taking into account management’s best estimates of future interest deferrals and defaults, five of our securities had no excess subordination in the tranches we own and five of our securities had excess subordination which ranged from 10% to 55% of the current performing collateral.

The following table provides information related to our pooled trust preferred collateralized debt obligations as of June 30, 2014:



Deal	Class	Book Value		Estimated Fair Value		Unrealized Gain (Loss)			Moody’s/ Fitch Ratings	Number of Banks	Deferrals and Defaults as a % of Current Collateral		Excess Subordination as a % of Current Performing Collateral
(dollars in thousands)
Pre TSL IV	Mezzanine	$	1,830	$	1,294	$	(536	)	B1/BB	6	18.05	%	55.11	%
Pre TSL V	Mezzanine	59		109		50			C/-	3	100.00		—
Pre TSL VII	Mezzanine	2,691		2,626		(65		)	Ca/-	14	52.23		—
Pre TSL VIII	Mezzanine	1,941		1,281		(660		)	C/C	30	54.77		—
Pre TSL IX	Mezzanine	2,322		1,380		(942		)	Caa1/C	41	28.47		10.41
Pre TSL X	Mezzanine	1,438		1,497		59			Caa3/C	46	33.74		—
Pre TSL XII	Mezzanine	5,446		3,289		(2,157		)	Caa3/C	66	25.87		—
Pre TSL XIII	Mezzanine	12,343		8,103		(4,240		)	Caa3/C	59	20.68		12.85
Pre TSL XIV	Mezzanine	13,344		8,196		(5,148		)	Ca/C	57	26.73		38.29
MMCap I	Mezzanine	437		379		(58		)	Ca/C	11	59.24		34.51
Total		$	41,851	$	28,154	$	(13,697	)

Lack of liquidity in the market for trust preferred collateralized debt obligations, below investment grade credit ratings and market uncertainties related to the financial industry are factors contributing to the impairment on these securities.

All of the Company's pooled trust preferred securities are included in the non-exclusive list issued by the regulatory agencies and therefore are not considered covered funds under the Volcker Rule.

On a quarterly basis we evaluate our debt securities for other-than-temporary impairment. During the three and six months ended June 30, 2014 and 2013, there were no credit related other-than-temporary impairment charges recognized on our pooled trust preferred collateralized debt obligations. When evaluating these investments we determine a credit related portion and a non-credit related portion of other-than-temporary impairment. The credit related portion is recognized in earnings and represents the difference between book value and the present value of future cash flows. The non-credit related portion is recognized in OCI and represents the difference between the fair value of the security and the amount of credit related impairment. A discounted cash flow analysis provides the best estimate of credit related other-than-temporary impairment for these securities.

Additional information related to the discounted cash flow analysis follows:

Our pooled trust preferred collateralized debt obligations are measured for other-than-temporary impairment within the scope of FASB ASC Topic 325 by determining whether it is probable that an adverse change in estimated cash flows has occurred. Determining whether there has been an adverse change in estimated cash flows from the cash flows previously projected involves comparing the present value of remaining cash flows previously projected against the present value of the cash flows estimated at June 30, 2014. We consider the discounted cash flow analysis to be our primary evidence when determining whether credit related other-than-temporary impairment exists.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Results of a discounted cash flow test are significantly affected by other variables such as the estimate of future cash flows, credit worthiness of the underlying banks and determination of probability of default of the underlying collateral. The following provides additional information for each of these variables:

•

Estimate of Future Cash Flows – Cash flows are constructed in an INTEX cash flow model which includes each deal’s structural features. Projected cash flows include prepayment assumptions which are dependent on the issuer's asset size and coupon rate. For collateral issued by financial institutions over $15 billion in asset size with a coupon over 7%, a 100% prepayment rate is assumed. Financial institutions over $15 billion with a coupon of 7% or under are assigned a prepayment rate of 40% for two years and 2% thereafter. Financial institutions with assets between $2 billion and $15 billion with coupons over 7% are assigned a 5% prepayment rate. For financial institutions below $2 billion, if the coupon is over 10%, a prepayment rate of 5% is assumed and for all other issuers, there is no prepayment assumption incorporated into the cash flows. The modeled cash flows are then used to estimate if all the scheduled principal and interest payments of our investments will be returned.

•

Credit Analysis – A quarterly credit evaluation is performed for each of the 285 banks comprising the collateral across the various pooled trust preferred securities. Our credit evaluation considers all evidence available to us and includes the nature of the issuer’s business, its years of operating history, corporate structure, loan composition, loan concentrations, deposit mix, asset growth rates, geographic footprint and local economic environment. Our analysis focuses on profitability, return on assets, shareholders’ equity, net interest margin, credit quality ratios, operating efficiency, capital adequacy and liquidity.

•

Probability of Default – A probability of default is determined for each bank and is used to calculate the expected impact of future deferrals and defaults on our expected cash flows. Each bank in the collateral pool is assigned a probability of default for each year until maturity. Currently, any bank that is in default is assigned a 100% probability of default and a 0% projected recovery rate. All other banks in the pool are assigned a probability of default based on their unique credit characteristics and market indicators with a 10% projected recovery rate. For the majority of banks currently in deferral we assume the bank continues to defer and will eventually default and, therefore, a 100% probability of default is assigned. However, for some deferring collateral there is the possibility that they become current on interest or principal payments at some point in the future and in those cases a probability that the deferral will ultimately cure is assigned. The probability of default is updated quarterly. As of June 30, 2014, default probabilities for performing collateral ranged from 0.33% to 75%.

Our credit evaluation provides a basis for determining deferral and default probabilities for each underlying piece of collateral. Using the results of the credit evaluation, the next step of the process is to look at pricing of senior debt or credit default swaps for the issuer (or where such information is unavailable, for companies having similar credit profiles as the issuer). The pricing of these market indicators provides the information necessary to determine appropriate default probabilities for each bank.

In addition to the above factors, our evaluation of impairment also includes a stress test analysis which provides an estimate of excess subordination for each tranche. We stress the cash flows of each pool by increasing current default assumptions to the level of defaults which results in an adverse change in estimated cash flows. This stressed breakpoint is then used to calculate excess subordination levels for each pooled trust preferred security. The results of the stress test allow management to identify those pools that are at a greater risk for a future break in cash flows so that we can monitor banks in those pools more closely for potential deterioration of credit quality.

Our cash flow analysis as of June 30, 2014, indicates that no credit related other-than-temporary impairment has occurred on our pooled trust preferred securities during the six months ended June 30, 2014. Based upon the analysis performed by management, it is probable that five of our pooled trust preferred securities will experience principal and interest shortfalls and therefore appropriate other-than-temporary charges were recorded in prior periods. These securities are identified in the table on page 15 with 0% “Excess Subordination as a Percentage of Current Performing Collateral.” For the remaining securities listed in that table, our analysis as of June 30, 2014 indicates it is probable that we will collect all contractual principal and interest payments. For four of those securities, PreTSL IX, PreTSL XIII, PreTSL XIV and MMCap I, other-than-temporary impairment charges were recorded in prior periods, however, due to improvement in the expected cash flows of these securities, it is now probable that all contractual payments will be received.

During 2008, 2009 and 2010, other-than-temporary impairment charges were recognized on all of our pooled trust preferred securities, except for PreTSL IV. Our cash flow analysis as of June 30, 2014, for all of these impaired securities indicates that it is now probable we will collect principal and interest in excess of what was estimated at the time other-than-temporary impairment charges were recorded. This change can be attributed to improvement in the underlying collateral for these securities and has resulted in our current book value being below the present value of estimated future principal and interest payments. The excess for each bond of the present value of future cash flows over our current book value ranges from 23% to

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

151% and will be recognized as an adjustment to yield over the remaining life of these securities. The excess subordination recognized as an adjustment to yield are reflected in the following table as increases in cash flows expected to be collected.

The following table provides a cumulative roll forward of credit losses recognized in earnings for debt securities held and not intended to be sold:



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2014			2013			2014			2013
	(dollars in thousands)
Balance, beginning (a)	$	27,254		$	42,991		$	27,543		$	43,274
Credit losses on debt securities for which other-than-temporary impairment was not previously recognized	—			—			—			—
Additional credit losses on debt securities for which other-than-temporary impairment was previously recognized	—			—			—			—
Increases in cash flows expected to be collected, recognized over the remaining life of the security (b)	(412		)	(292		)	(701		)	(575		)
Balance, ending	$	26,842		$	42,699		$	26,842		$	42,699


(a)	The beginning balance represents credit related losses included in other-than-temporary impairment charges recognized on debt securities in prior periods.


(b)	Represents the increase in cash flows recognized in interest income during the period.

In the first six months of 2014 and 2013, no other-than-temporary impairment charges were recorded on equity securities. On a quarterly basis, management evaluates equity securities for other-than-temporary impairment by reviewing the severity and duration of decline in estimated fair value, research reports, analysts’ recommendations, credit rating changes, news stories, annual reports, regulatory filings, impact of interest rate changes and other relevant information. As of June 30, 2014 and 2013, there are no equity securities in an unrealized loss position.

Other Investments

As a member of the Federal Home Loan Bank (“FHLB”), First Commonwealth is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements. The level of stock required to be held is dependent on the amount of First Commonwealth's mortgage related assets and outstanding borrowings with the FHLB. This stock is restricted in that it can only be sold to the FHLB or to another member institution, and all sales of FHLB stock must be at par. As a result of these restrictions, FHLB stock is unlike other investment securities insofar as there is no trading market for FHLB stock and the transfer price is determined by FHLB membership rules and not by market participants. As of June 30, 2014 and December 31, 2013, our FHLB stock totaled $44.1 million and $35.4 million, respectively and is included in “Other investments” on the Condensed Consolidated Statements of Financial Condition.

Beginning in July 2013, the FHLB began repurchasing 100% of a member's excess stock on a monthly basis. In the months prior to that in 2013, the FHLB repurchased the lessor of 5% of the members' total capital stock outstanding or its total excess capital stock on a quarterly basis. As a result, during the six months ended June 30, 2014 and 2013, $10.0 million and $5.0 million, respectively, of the stock owned by First Commonwealth was repurchased. The FHLB repurchased stock and paid dividends in 2014 and 2013, however, decisions regarding any future repurchase of excess capital stock and dividend payments will be made by the FHLB on an ongoing basis. Management reviewed the FHLB’s Form 10-Q for the period ended March 31, 2014 filed with the SEC on May 8, 2014.

FHLB stock is held as a long-term investment and its value is determined based on the ultimate recoverability of the par value. First Commonwealth evaluates impairment quarterly. The decision of whether impairment exists is a matter of judgment that reflects our view of the FHLB’s long-term performance, which includes factors such as the following:


•	its operating performance;


•	the severity and duration of declines in the fair value of its net assets related to its capital stock amount;


•	its commitment to make payments required by law or regulation and the level of such payments in relation to its operating performance;


•	the impact of legislative and regulatory changes on the FHLB, and accordingly, on the members of FHLB; and


•	its liquidity and funding position.

After evaluating all of these considerations, First Commonwealth concluded that the par value of its investment in FHLB stock will be recovered. Accordingly, no impairment charge was recorded on these securities for the six months ended June 30, 2014.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our evaluation of the factors described above in future periods could result in the recognition of impairment charges on FHLB stock.

Note 9 Loans and Allowance for Credit Losses

The following table provides outstanding balances related to each of our loan types:



	June 30, 2014		December 31, 2013
	(dollars in thousands)
Commercial, financial, agricultural and other	$	1,062,001	$	1,021,056
Real estate construction	100,709		93,289
Residential real estate	1,238,791		1,262,718
Commercial real estate	1,306,752		1,296,472
Loans to individuals	625,961		610,298
Total loans and leases net of unearned income	$	4,334,214	$	4,283,833

Credit Quality Information

As part of the on-going monitoring of credit quality within the loan portfolio, the following credit worthiness categories are used in grading our loans:



Pass		Acceptable levels of risk exist in the relationship. Includes all loans not adversely classified as OAEM, substandard or doubtful.



Other Assets Especially Mentioned (OAEM)		Potential weaknesses that deserve management’s close attention. The potential weaknesses may result in deterioration of the repayment prospects or weaken the Bank’s credit position at some future date. The credit risk may be relatively minor, yet constitute an undesirable risk in light of the circumstances surrounding the specific credit. No loss of principal or interest is expected.



Substandard		Well-defined weakness or a weakness that jeopardizes the repayment of the debt. A loan may be classified as substandard as a result of deterioration of the borrower’s financial condition and repayment capacity. Loans for which repayment plans have not been met or collateral equity margins do not protect the Company may also be classified as substandard.



Doubtful		Loans with the characteristics of substandard loans with the added characteristic that collection or liquidation in full, on the basis of presently existing facts and conditions, is highly improbable.

The use of creditworthiness categories to grade loans permits management’s use of migration analysis to estimate a portion of credit risk. The Company’s internal creditworthiness grading system provides a measurement of credit risk based primarily on an evaluation of the borrower’s cash flow and collateral. Movements between these rating categories provides a predictive measure of credit losses and therefore assists in determining the appropriate level for the loan loss reserves. Category ratings are reviewed each quarter, at which time management analyzes the results, as well as other external statistics and factors related to loan performance. Loans that migrate towards higher risk rating levels generally have an increased risk of default, whereas loans that migrate toward lower risk ratings generally will result in a lower risk factor being applied to those related loan balances.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables represent our credit risk profile by creditworthiness:



	June 30, 2014
	Commercial, financial, agricultural and other		Real estate construction		Residential real estate		Commercial real estate		Loans to individuals		Total
	(dollars in thousands)
Pass	$	976,591	$	91,732	$	1,225,291	$	1,257,512	$	625,718	$	4,176,844
Non-Pass
OAEM	46,934		8,310		3,160		28,800		—		87,204
Substandard	34,198		667		10,340		20,440		243		65,888
Doubtful	4,278		—		—		—		—		4,278
Total Non-Pass	85,410		8,977		13,500		49,240		243		157,370
Total	$	1,062,001	$	100,709	$	1,238,791	$	1,306,752	$	625,961	$	4,334,214



	December 31, 2013
	Commercial, financial, agricultural and other		Real estate construction		Residential real estate		Commercial real estate		Loans to individuals		Total
	(dollars in thousands)
Pass	$	943,107	$	79,679	$	1,245,422	$	1,243,170	$	610,094	$	4,121,472
Non-Pass
OAEM	35,429		9,710		5,161		28,823		1		79,124
Substandard	42,520		3,900		12,135		24,479		203		83,237
Doubtful	—		—		—		—		—		—
Total Non-Pass	77,949		13,610		17,296		53,302		204		162,361
Total	$	1,021,056	$	93,289	$	1,262,718	$	1,296,472	$	610,298	$	4,283,833

Portfolio Risks

The credit quality of our loan portfolio can potentially represent significant risk to our earnings, capital, regulatory agency relationships, investment community reputation and shareholder returns. First Commonwealth devotes a substantial amount of resources managing this risk primarily through our credit administration department that develops and administers policies and procedures for underwriting, maintaining, monitoring and collecting activities. Credit administration is independent of lending departments and oversight is provided by the credit committee of the First Commonwealth Board of Directors.

Criticized loans have been evaluated when determining the appropriateness of the allowance for credit losses, which we believe is adequate to absorb losses inherent to the portfolio as of June 30, 2014. However, changes in economic conditions, interest rates, borrower financial condition, delinquency trends or previously established fair values of collateral factors could significantly change those judgmental estimates.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Age Analysis of Past Due Loans by Segment

The following tables delineate the aging analysis of the recorded investments in past due loans as of June 30, 2014 and December 31, 2013. Also included in these tables are loans that are 90 days or more past due and still accruing because they are well-secured and in the process of collection.



	June 30, 2014
	30 - 59 days past due		60 - 89 days past due		90 days and greater and still accruing		Nonaccrual		Total past due and nonaccrual		Current		Total
	(dollars in thousands)
Commercial, financial, agricultural and other	$	687	$	173	$	230	$	19,678	$	20,768	$	1,041,233	$	1,062,001
Real estate construction	—		—		—		303		303		100,406		100,709
Residential real estate	4,649		1,222		891		8,734		15,496		1,223,295		1,238,791
Commercial real estate	956		4,163		—		6,764		11,883		1,294,869		1,306,752
Loans to individuals	2,553		1,096		1,289		242		5,180		620,781		625,961
Total	$	8,845	$	6,654	$	2,410	$	35,721	$	53,630	$	4,280,584	$	4,334,214



	December 31, 2013
	30 - 59 days past due		60 - 89 days past due		90 days and greater and still accruing		Nonaccrual		Total past due and nonaccrual		Current		Total
	(dollars in thousands)
Commercial, financial, agricultural and other	$	594	$	319	$	185	$	23,631	$	24,729	$	996,327	$	1,021,056
Real estate construction	—		—		—		2,567		2,567		90,722		93,289
Residential real estate	4,002		524		1,041		10,520		16,087		1,246,631		1,262,718
Commercial real estate	1,199		23		13		8,966		10,201		1,286,271		1,296,472
Loans to individuals	2,895		990		1,266		204		5,355		604,943		610,298
Total	$	8,690	$	1,856	$	2,505	$	45,888	$	58,939	$	4,224,894	$	4,283,833

Nonaccrual Loans

The previous tables summarize nonaccrual loans by loan segment. The Company generally places loans on nonaccrual status when the full and timely collection of interest or principal becomes uncertain, when part of the principal balance has been charged off and no restructuring has occurred, or the loans reach a certain number of days past due. Generally, loans 90 days or more past due are placed on nonaccrual status, except for consumer loans which are placed in nonaccrual status at 150 days past due.

When a loan is placed on nonaccrual, the accrued unpaid interest receivable is reversed against interest income and all future payments received are applied as a reduction to the loan principal. Generally, the loan is returned to accrual status when (a) all delinquent interest and principal become current under the terms of the loan agreement or (b) the loan is both well-secured and in the process of collection and collectability is no longer doubtful.

Impaired Loans

Management considers loans to be impaired when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Determination of impairment is treated the same across all loan categories. When management identifies a loan as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole source for repayment of the loan is the operation or liquidation of collateral. When the loan is collateral dependent, the appraised value less estimated cost to sell is utilized. If management determines the value of the impaired loan is less than the

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

recorded investment in the loan, impairment is recognized through an allowance estimate or a charge-off to the allowance. Troubled debt restructured loans on accrual status are considered to be impaired loans.

When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal, under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received, under the cash basis method.

Nonperforming loans decreased $13.1 million during the six months ended June 30, 2014. Contributing to this decrease was the sale of four real estate construction loans totaling $3.0 million and the payoff of six loans totaling $12.5 million. The payoffs included a $4.7 million commercial relationship to a local developer, a $3.1 million commercial real estate loan with a non-profit organization in western Pennsylvania, a $2.9 million commercial real estate loan to a real estate investor in western Pennsylvania, a $0.9 million residential real estate loan in western Pennsylvania, a $0.6 million commercial relationship with a western Pennsylvania glass manufacturer and a $0.3 million commercial real estate loan with a western Pennsylvania real estate investor. Additionally, charge-offs recognized during the first half of 2014 include $5.8 million for a commercial industrial loan relationship with a gas drilling business that operated in western Pennsylvania with headquarters in Louisiana, $0.5 million for a commercial industrial loan to a local energy company, $0.4 million for a consumer home equity loan in western Pennsylvania, $0.3 million for a commercial real estate construction project in western Pennsylvania upon which the property was foreclosed and $0.6 million for a commercial loan in western Pennsylvania.

Offsetting the previously noted decreases in nonperforming loans is a total of $17.2 million in loans which were moved into nonaccrual status during the six months ended June 30, 2014, the majority of which relates to a $4.3 million commercial industrial relationship with an audio visual equipment distributor, a $0.7 million commercial real estate relationship with a personal care facility in western Pennsylvania, and a $0.7 million commercial real estate relationship with a western Pennsylvania funeral home. In addition to this, $1.8 million in consumer loans which were 150 days or more past due were moved to nonaccrual status.

The specific allowance for nonperforming loans decreased by $2.8 million at June 30, 2014 compared to December 31, 2013, primarily due to the charge-offs noted on the previously mentioned loans offset by specific reserves recognized on the loans transferred into nonaccrual status. Unfunded commitments related to nonperforming loans were $3.3 million at June 30, 2014 and after consideration of available collateral related to these commitments, a reserve of $0.1 million was established was established for these off balance sheet exposures.

There were no loans held for sale at June 30, 2014 and December 31, 2013; however, sales of loans during the six months ended June 30, 2014 and 2013 resulted in gains of $0.1 million and $0.4 million, respectively.

Significant nonaccrual loans as of June 30, 2014, include the following:

•

$10.6 million relationship of commercial industrial loans to a local energy company. These loans were originated from 2008 to 2011 and were placed in nonaccrual status during the third quarter of 2013. One of these loans, totaling $2.7 million, was modified, resulting in TDR classification in the second quarter of 2012. A second of these loans, totaling $0.3 million, was modified, resulting in TDR classification in the first quarter of 2013. During the six months ended June 30, 2014, chargeoffs of $0.5 million related to this relationship were recorded. A valuation of the collateral was completed during the third quarter of 2013.


•	$4.3 million in commercial industrial loans to an audio visual equipment distributor. These loans were originated in 2013 and placed on nonaccrual status in the second quarter of 2014. A valuation of the collateral was completed during the second quarter of 2014.


•	$3.0 million in commercial real estate and industrial loans to a specialty metal processor in western Pennsylvania. These loans were originated in 2003 and were placed on nonaccrual status in the second quarter of 2013. The assets collateralizing this relationship as well as the appraisal for the real estate collateral were valued in the second quarter of 2014.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables include the recorded investment and unpaid principal balance for impaired loans with the associated allowance amount, if applicable, as of June 30, 2014 and December 31, 2013. Also presented are the average recorded investment in impaired loans and the related amount of interest recognized while the loan was considered impaired. Average balances are calculated using month-end balances of the loans for the period reported and are included in the table below based on its period-end allowance position.



	June 30, 2014						December 31, 2013
	Recorded investment		Unpaid principal balance		Related allowance		Recorded investment		Unpaid principal balance		Related allowance
	(dollars in thousands)
With no related allowance recorded:
Commercial, financial, agricultural and other	$	7,422	$	8,585			$	6,752	$	7,649
Real estate construction	586		1,154				3,486		6,664
Residential real estate	9,102		10,183				9,333		9,952
Commercial real estate	7,366		8,379				13,606		14,719
Loans to individuals	341		373				289		307
Subtotal	24,817		28,674				33,466		39,291
With an allowance recorded:
Commercial, financial, agricultural and other	17,994		18,422		4,995		21,482		22,082		7,364
Real estate construction	—		—		—		414		737		94
Residential real estate	1,940		2,085		546		3,533		3,585		1,282
Commercial real estate	1,536		1,673		531		488		612		84
Loans to individuals	—		—		—		—		—		—
Subtotal	21,470		22,180		6,072		25,917		27,016		8,824
Total	$	46,287	$	50,854	$	6,072	$	59,383	$	66,307	$	8,824



	For the Six Months Ended June 30,
	2014				2013
	Average recorded investment		Interest Income Recognized		Average recorded investment		Interest Income Recognized
	(dollars in thousands)
With no related allowance recorded:
Commercial, financial, agricultural and other	$	13,841	$	32	$	12,333	$	106
Real estate construction	2,112		18		6,900		—
Residential real estate	10,602		124		8,732		78
Commercial real estate	8,494		55		27,867		25
Loans to individuals	290		2		246		2
Subtotal	35,339		231		56,078		211
With an allowance recorded:
Commercial, financial, agricultural and other	14,333		76		20,534		31
Real estate construction	—		—		2,017		26
Residential real estate	1,738		15		3,117		12
Commercial real estate	670		2		5,760		52
Loans to individuals	—		—		—		—
Subtotal	16,741		93		31,428		121
Total	$	52,080	$	324	$	87,506	$	332

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	For the Three Months Ended June 30,
	2014				2013
	Average recorded investment		Interest Income Recognized		Average recorded investment		Interest Income Recognized
	(dollars in thousands)
With no related allowance recorded:
Commercial, financial, agricultural and other	$	12,658	$	14	$	12,853	$	55
Real estate construction	1,148		6		5,538		—
Residential real estate	9,858		75		9,003		41
Commercial real estate	7,388		22		20,865		13
Loans to individuals	310		1		246		1
Subtotal	31,362		118		48,505		110
With an allowance recorded:
Commercial, financial, agricultural and other	15,086		32		18,486		12
Real estate construction	—		—		1,733		14
Residential real estate	1,836		7		3,680		8
Commercial real estate	1,136		1		5,708		28
Loans to individuals	—		—		—		—
Subtotal	18,058		40		29,607		62
Total	$	49,420	$	158	$	78,112	$	172

Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources.

The following table provides detail as to the total troubled debt restructured loans and total commitments outstanding on troubled debt restructured loans:



	June 30, 2014		December 31, 2013
	(dollars in thousands)
Troubled debt restructured loans
Accrual status	$	10,566	$	13,495
Nonaccrual status	6,793		16,980
Total	$	17,359	$	30,475
Commitments
Letters of credit	$	—	$	—
Unused lines of credit	2,482		452
Total	$	2,482	$	452

At June 30, 2014, troubled debt restructured loans decreased $13.1 million compared to December 31, 2013, and commitments related to troubled debt restructured loans increased $2.0 million for the same period. This decrease in loans is primarily a result of the payoff of four commercial loans totaling $11.3 million, including a $4.7 million commercial relationship with a local real estate developer, a $3.1 million commercial real estate loan with a non-profit organization and a $2.9 million commercial real estate loan in western Pennsylvania. The increase in unused line of credit commitments is related to two commercial borrowers.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables provide detail, including specific reserves and reasons for modification, related to loans identified as troubled debt restructurings:



	For the Six Months Ended June 30, 2014
		Type of Modification
	Number of Contracts	Extend Maturity		Modify Rate		Modify Payments		Total Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Specific Reserve
	(dollars in thousands)
Commercial, financial, agricultural and other	2	$	1,480	$	—	$	—	$	1,480	$	1,463	$	20
Residential real estate	21	—		291		644		935		895		48
Commercial real estate	1	—		—		12		12		7		—
Loans to individuals	10	—		73		27		100		85		—
Total	34	$	1,480	$	364	$	683	$	2,527	$	2,450	$	68



	For the Six Months Ended June 30, 2013
		Type of Modification
	Number of Contracts	Extend Maturity		Modify Rate		Modify Payments		Total Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Specific Reserve
	(dollars in thousands)
Commercial, financial, agricultural and other	3	$	526	$	—	$	12	$	538	$	472	$	100
Residential real estate	22	280		326		1,284		1,890		1,801		562
Commercial real estate	1	—		244		—		244		237		—
Loans to individuals	6	—		34		6		40		29		—
Total	32	$	806	$	604	$	1,302	$	2,712	$	2,539	$	662

The troubled debt restructurings included in the above tables are also included in the impaired loan tables provided earlier in this note. Loans defined as modified due to a change in rate may include loans that were modified for a change in rate as well as a reamortization of the principal and an extension of the maturity. For the six months ended June 30, 2014 and 2013, $0.3 million and $0.6 million, respectively, of total rate modifications represent loans with modifications to the rate as well as payment as a result of reamortization. For both 2014 and 2013 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.



	For the Three Months Ended June 30, 2014
		Type of Modification
	Number of Contracts	Extend Maturity		Modify Rate		Modify Payments		Total Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Specific Reserve
	(dollars in thousands)
Commercial, financial, agricultural and other	1	$	1,420	$	—	$	—	$	1,420	$	1,433	$	—
Residential real estate	8	—		120		126		246		243		2
Loans to individuals	4	—		42		7		49		42		—
Total	13	$	1,420	$	162	$	133	$	1,715	$	1,718	$	2

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	For the Three Months Ended, June 30, 2013
		Type of Modification
	Number of Contracts	Extend Maturity		Modify Rate		Modify Payments		Total Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Specific Reserve
	(dollars in thousands)
Commercial, financial, agricultural and other	1	$	100	$	—	$	—	$	100	$	100	$	100
Residential real estate	13	273		113		769		1,155		1,132		562
Loans to individuals	2	—		10		3		13		9		—
Total	16	$	373	$	123	$	772	$	1,268	$	1,241	$	662

The troubled debt restructurings included in the above tables are also included in the impaired loan tables provided earlier in this note. Loans defined as modified due to a change in rate may include loans that were modified for a change in rate as well as a reamortization of the principal and an extension of the maturity. For the three months ended June 30, 2014 and 2013, $0.1 million and $0.1 million, respectively, of total rate modifications represent loans with modifications to the rate as well as payment as a result of reamortization. For both 2014 and 2013 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.

A troubled debt restructuring is considered to be in default when a restructured loan is 90 days or more past due. The following table provides information related to restructured loans that were considered to default during the six months ended June 30:



	2014			2013
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars in thousands)
Residential real estate	2	$	51	1	$	9
Loans to individuals	—	—		3	9
Total	2	$	51	4	$	18



	2014			2013
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars in thousands)
Residential real estate	1	$	6	—	$	—
Loans to individuals	—	—		2	5
Total	1	$	6	2	$	5

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables provide detail related to the allowance for credit losses:



	For the Six Months Ended June 30, 2014
	Commercial, financial, agricultural and other			Real estate construction			Residential real estate			Commercial real estate			Loans to individuals			Unallocated		Total
	(dollars in thousands)
Allowance for credit losses:
Beginning Balance	$	22,663		$	6,600		$	7,727		$	11,778		$	5,457		$	—	$	54,225
Charge-offs	(7,859		)	(296		)	(1,735		)	(297		)	(1,562		)	—		(11,749		)
Recoveries	421			337			323			255			365			—		1,701
Provision (credit)	6,731			(742		)	(190		)	(75		)	824			—		6,548
Ending Balance	$	21,956		$	5,899		$	6,125		$	11,661		$	5,084		$	—	$	50,725
Ending balance: individually evaluated for impairment	$	4,995		$	—		$	546		$	531		$	—		$	—	$	6,072
Ending balance: collectively evaluated for impairment	16,961			5,899			5,579			11,130			5,084			—		44,653
Loans:
Ending balance	1,062,001			100,709			1,238,791			1,306,752			625,961					4,334,214
Ending balance: individually evaluated for impairment	24,573			486			7,624			6,965			—					39,648
Ending balance: collectively evaluated for impairment	1,037,428			100,223			1,231,167			1,299,787			625,961					4,294,566



	For the Six Months Ended June 30, 2013
	Commercial, financial, agricultural and other			Real estate construction			Residential real estate			Commercial real estate			Loans to individuals			Unallocated			Total
	(dollars in thousands)
Allowance for credit losses:
Beginning Balance	$	19,852		$	8,928		$	5,908		$	22,441		$	4,132		$	5,926		$	67,187
Charge-offs	(14,221		)	(755		)	(643		)	(9,238		)	(1,755		)	—			(26,612		)
Recoveries	264			59			812			108			337			—			1,580
Provision (credit)	10,680			14			362			2,817			1,428			(4		)	15,297
Ending Balance	$	16,575		$	8,246		$	6,439		$	16,128		$	4,142		$	5,922		$	57,452
Ending balance: individually evaluated for impairment	$	6,627		$	267		$	1,943		$	818		$	—		$	—		$	9,655
Ending balance: collectively evaluated for impairment	9,948			7,979			4,496			15,310			4,142			5,922			47,797
Loans:
Ending balance	1,012,315			66,243			1,269,830			1,280,784			600,580						4,229,752
Ending balance: individually evaluated for impairment	24,592			3,904			10,468			27,862			—						66,826
Ending balance: collectively evaluated for impairment	987,723			62,339			1,259,362			1,252,922			600,580						4,162,926

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	For the Three Months Ended June 30, 2014
	Commercial, financial, agricultural and other			Real estate construction			Residential real estate			Commercial real estate			Loans to individuals			Unallocated		Total
	(dollars in thousands)
Allowance for credit losses:
Beginning Balance	$	26,125		$	6,214		$	6,026		$	11,119		$	5,022		$	—	$	54,506
Charge-offs	(6,258		)	(296		)	(640		)	(157		)	(752		)	—		(8,103		)
Recoveries	336			168			79			235			187			—		1,005
Provision (credit)	1,753			(187		)	660			464			627			—		3,317
Ending Balance	$	21,956		$	5,899		$	6,125		$	11,661		$	5,084		$	—	$	50,725



	For the Three Months Ended, June 30, 2013
	Commercial, financial, agricultural and other			Real estate construction			Residential real estate			Commercial real estate			Loans to individuals			Unallocated		Total
	(dollars in thousands)
Allowance for credit losses:
Beginning Balance	$	20,275		$	7,733		$	5,749		$	18,470		$	4,139		$	5,896	$	62,262
Charge-offs	(13,683		)	(671		)	(321		)	(694		)	(767		)	—		(16,136		)
Recoveries	136			47			89			11			243			—		526
Provision (credit)	9,847			1,137			922			(1,659		)	527			26		10,800
Ending Balance	$	16,575		$	8,246		$	6,439		$	16,128		$	4,142		$	5,922	$	57,452

The change in the unallocated portion of the allowance for credit losses comparing June 30, 2014 with June 30, 2013 is a result of the unallocated portion of the allowance for credit losses no longer being treated as a separate component of the allowance as of December 31, 2013. Instead it is incorporated into the reserve provided for each loan category. This portion of the allowance for credit losses reflects the qualitative or environmental factors that are likely to cause estimated credit losses to differ from historical loss experience.

Note 10 Income Taxes

At June 30, 2014 and December 31, 2013, First Commonwealth had no material unrecognized tax benefits or accrued interest and penalties. If applicable, First Commonwealth will record interest and penalties as a component of noninterest expense. Federal and state tax years 2010 through 2012 were open for examination as of June 30, 2014.

Note 11 Fair Values of Assets and Liabilities

FASB ASC Topic 820, “Fair Value Measurements and Disclosures” requires disclosures for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). All non-financial assets are included either as a separate line item on the Condensed Consolidated Statements of Financial Condition or in the “Other assets” category of the Condensed Consolidated Statements of Financial Condition. Currently, First Commonwealth does not have any non-financial liabilities to disclose.

FASB ASC Topic 825, “Financial Instruments” permits entities to irrevocably elect to measure select financial instruments and certain other items at fair value. The unrealized gains and losses are required to be included in earnings each reporting period for the items that fair value measurement is elected. First Commonwealth has elected not to measure any existing financial instruments at fair value under FASB ASC Topic 825; however, in the future we may elect to adopt this guidance for select financial instruments.

In accordance with FASB ASC Topic 820, First Commonwealth groups financial assets and financial liabilities measured at fair value in three levels based on the principal markets in which the assets and liabilities are transacted and the observability of the data points used to determine fair value. These levels are:

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


•	Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange (“NYSE”). Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 1 securities include equity holdings comprised of publicly traded bank stocks which were priced using quoted market prices.

•

Level 2 – Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained for identical or comparable assets or liabilities from alternative pricing sources with reasonable levels of price transparency. Level 2 includes Obligations of U.S. Government securities issued by Agencies and Sponsored Enterprises, Obligations of States and Political Subdivisions, corporate securities, FHLB stock, interest rate derivatives that include interest rate caps, interest rate swaps and risk participation agreements, certain other real estate owned and certain impaired loans.

Level 2 investment securities are valued by a recognized third party pricing service using observable inputs. The model used by the pricing service varies by asset class and incorporates available market, trade and bid information as well as cash flow information when applicable. Because many fixed-income investment securities do not trade on a daily basis, the model uses available information such as benchmark yield curves, benchmarking of like investment securities, sector groupings and matrix pricing. The model will also use processes such as an option adjusted spread to assess the impact of interest rates and to develop prepayment estimates. Market inputs normally used in the pricing model include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications.

Management validates the market values provided by the third party service by having another recognized pricing service price 100% of the securities on an annual basis and a random sample of securities each quarter, monthly monitoring of variances from prior period pricing and, on a monthly basis, evaluating pricing changes compared to expectations based on changes in the financial markets.

Other Investments are comprised of FHLB stock whose estimated fair value is based on its par value. Additional information on FHLB stock is provided in Note 8, “Impairment of Investment Securities.”

Interest rate derivatives are reported at an estimated fair value utilizing Level 2 inputs and are included in other assets and other liabilities and consist of interest rate swaps where there is no significant deterioration in the counterparties' (loan customers') credit risk since origination of the interest rate swap as well as interest rate caps and risk participation agreements. First Commonwealth values its interest rate swap and cap positions using a yield curve by taking market prices/rates for an appropriate set of instruments. The set of instruments currently used to determine the U.S. Dollar yield curve includes cash LIBOR rates from overnight to three months, Eurodollar futures contracts and swap rates from three years to thirty years. These yield curves determine the valuations of interest rate swaps. Interest rate derivatives are further described in Note 12, “Derivatives.”

For purposes of potential valuation adjustments to our derivative positions, First Commonwealth evaluates the credit risk of its counterparties as well as our own credit risk. Accordingly, we have considered factors such as the likelihood of default, expected loss given default, net exposures and remaining contractual life, among other things, in determining if any fair value adjustments related to credit risk are required. We review our counterparty exposure quarterly, and when necessary, appropriate adjustments are made to reflect the exposure.

We also utilize this approach to estimate our own credit risk on derivative liability positions. In 2014, we have not realized any losses due to a counterparty's inability to pay any uncollateralized positions.

The estimated fair value for other real estate owned included in Level 2 is determined by either an independent market-based appraisal less estimated costs to sell or an executed sales agreement.

•

Level 3 – Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. If the inputs used to provide the valuation are unobservable and/or there is very little, if any, market activity for the security or similar securities, the securities would be considered Level 3 securities. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. The assets included in Level 3 are pooled trust preferred collateralized debt obligations, non-marketable equity investments, certain interest rate derivatives, certain other real estate owned and certain impaired loans.

Our pooled trust preferred collateralized debt obligations are collateralized by the trust preferred securities of individual banks, thrifts and bank holding companies in the U.S. There has been little or no active trading in these securities since 2009; therefore

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

it is more appropriate to determine estimated fair value using a discounted cash flow analysis. Detail on our process for determining the appropriate cash flows for this analysis is provided in Note 8, “Impairment of Investment Securities.” The discount rate applied to the cash flows is determined by evaluating the current market yields for comparable corporate and structured credit products along with an evaluation of the risks associated with the cash flows of the comparable security. Due to the fact that there is no active market for the pooled trust preferred collateralized debt obligations, one key reference point is the market yield for the single issue trust preferred securities issued by banks and thrifts for which there is more activity than for the pooled securities. Adjustments are then made to reflect the credit and structural differences between these two security types.

Management validates the fair value of the pooled trust preferred collateralized debt obligations by monitoring the performance of the underlying collateral, discussing the discount rate, cash flow assumptions and general market trends with the specialized third party and confirming changes in the underlying collateral to the trustee reports. Management’s monitoring of the underlying collateral includes deferrals of interest payments, payment defaults, cures of previously deferred interest payments, any regulatory filings or actions and general news related to the underlying collateral. Management also evaluates fair value changes compared to expectations based on changes in the interest rates used in determining the discount rate and general financial markets.

The estimated fair value of the non-marketable equity investments included in Level 3 is based on par value.

For interest rate derivatives included in Level 3, the fair value incorporates credit risk by considering such factors as likelihood of default and expected loss given default based on the credit quality of the underlying counterparties (loan customers).

In accordance with ASU 2011-4, the following table provides information related to quantitative inputs and assumptions used in Level 3 fair value measurements.



	Fair Value (dollars in thousands)	Valuation Technique	Unobservable Inputs	Range / (weighted average)
Pooled Trust Preferred Securities	$28,154	Discounted Cash Flow	Probability of default	0% - 100% (17.48%)
			Prepayment rates	0% - 100% (6.35%)
			Discount rates	5.5% - 14.5% (a)
Equities	1,420	Par Value	N/A	N/A
Interest Rate Swap	—	Option model	Counterparty credit risk	3.74% - 6.62% (b)
Impaired Loans	6,120 (c)	Reserve study	Discount rate	10.00%
			Gas per MCF	$3.84 - $6.45 (d)
			Oil per BBL/d	$83.64 - $107.00 (d)
			NGL per gallon	$0.83 (d)
	113 (c)	Discounted Cash Flow	Discount Rate	9.00%
Other Real Estate Owned	139	Internal Valuation	N/A	N/A


(a)	incorporates spread over risk free rate related primarily to credit quality and illiquidity of securities.


(b)	represents the range of the credit spread curve used in valuation.


(c)	the remainder of impaired loans valued using Level 3 inputs are not included in this disclosure as the values of those loans are based on bankruptcy agreement documentation.


(d)	unobservable inputs are defined as follows: MCF - million cubic feet; BBL/d - barrels per day; NGL - natural gas liquid.

The significant unobservable inputs used in the fair value measurement of pooled trust preferred securities are the probability of default, discount rates and prepayment rates. Significant increases in the probability of default or discount rate used would result in a decrease in the estimated fair value of these securities while decreases in these variables would result in higher fair value measurements. In general, a change in the assumption of probability of default is accompanied by a directionally similar change in the discount rate. In most cases, increases in the prepayment rate assumptions would result in a higher estimated fair value for these securities while decreases would provide for a lower value. The direction of this change is somewhat dependent on the structure of the investment and the amount of the investment tranches senior to our position.

The discount rate is the significant unobservable input used in the fair value measurement of impaired loans. Significant increases in this rate would result in a decrease in the estimated fair value of the loans, while a decrease in this rate would result in higher fair value measurement. Other unobservable inputs in the fair value measurement of impaired loans relate to gas, oil and natural gas prices and increases in these rates would result in an increase in the estimated fair value of the loans, while a decrease in these prices would result in a lower fair value measurement.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The significant unobservable input used in the fair value measurement of interest rate swaps classified as Level 3 is counterparty credit risk and the resulting range of the credit spread curve used in the valuation. Higher credit risk would result in an increased credit spread, which would reduce the fair value of the interest rate swap.

The tables below present the balances of assets and liabilities measured at fair value on a recurring basis:



	June 30, 2014
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities - Residential	$	—	$	23,303	$	—	$	23,303
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities - Residential	—		1,003,119		—		1,003,119
Mortgage-Backed Securities - Commercial	—		90		—		90
Other Government-Sponsored Enterprises	—		268,387		—		268,387
Obligations of States and Political Subdivisions	—		15,889		—		15,889
Corporate Securities	—		7,249		—		7,249
Pooled Trust Preferred Collateralized Debt Obligations	—		—		28,154		28,154
Total Debt Securities	—		1,318,037		28,154		1,346,191
Equities	—		—		1,420		1,420
Total Securities Available for Sale	—		1,318,037		29,574		1,347,611
Other Investments	—		44,077		—		44,077
Loans held for sale	—		—		—		—
Other Assets(a)	—		11,104		—		11,104
Total Assets	$	—	$	1,373,218	$	29,574	$	1,402,792
Other Liabilities(a)	$	—	$	10,851	$	—	$	10,851
Total Liabilities	$	—	$	10,851	$	—	$	10,851


(a)	Non-hedging interest rate derivatives

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	December 31, 2013
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities - Residential	$	—	$	25,204	$	—	$	25,204
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities - Residential	—		994,887		—		994,887
Mortgage-Backed Securities - Commercial	—		105		—		105
Other Government-Sponsored Enterprises	—		266,125		—		266,125
Obligations of States and Political Subdivisions	—		80		—		80
Corporate Securities	—		7,021		—		7,021
Pooled Trust Preferred Collateralized Debt Obligations	—		—		23,523		23,523
Total Debt Securities	—		1,293,422		23,523		1,316,945
Equities	—		—		1,420		1,420
Total Securities Available for Sale	—		1,293,422		24,943		1,318,365
Other Investments	—		35,444		—		35,444
Loans Held for Sale	—		—		—		—
Other Assets(a)	—		14,358		—		14,358
Total Assets	$	—	$	1,343,224	$	24,943	$	1,368,167
Other Liabilities(a)	$	—	$	14,318	$	—	$	14,318
Total Liabilities	$	—	$	14,318	$	—	$	14,318


(a)	Non-hedging interest rate derivatives

For the six months ended June 30, changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:



	2014
	Pooled Trust Preferred Collateralized Debt Obligations			Equities		Loans Held for Sale			Other Assets		Total
	(dollars in thousands)
Balance, beginning of period	$	23,523		$	1,420	$	—		$	—	$	24,943
Total gains or losses
Included in earnings	—			—		77			—		77
Included in other comprehensive income	5,796			—		—			—		5,796
Purchases, issuances, sales, and settlements
Purchases	—			—		—			—		—
Issuances	—			—		—			—		—
Sales	—			—		(3,112		)	—		(3,112		)
Settlements	(1,165		)	—		—			—		(1,165		)
Transfers into Level 3	—			—		3,035			—		3,035
Balance, end of period	$	28,154		$	1,420	$	—		$	—	$	29,574

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	2013
	Pooled Trust Preferred Collateralized Debt Obligations			Equities		Loans Held for Sale			Other Assets		Total
	(dollars in thousands)
Balance, beginning of period	$	23,373		$	1,420	$	—		$	—	$	24,793
Total gains or losses
Included in earnings	—			—		383			—		383
Included in other comprehensive income	5,683			—		—			—		5,683
Purchases, issuances, sales, and settlements
Purchases	—			—		—			—		—
Issuances	—			—		—			—		—
Sales	—			—		(20,518		)	—		(20,518		)
Settlements	(3,187		)	—		—			—		(3,187		)
Transfers into Level 3	—			—		20,135			—		20,135
Balance, end of period	$	25,869		$	1,420	$	—		$	—	$	27,289

For the six months ended June 30, 2014 and 2013, there were no transfers between fair value Levels 1 and 2. However, $3.0 million and $20.1 million of loans were transferred into Level 3 from Level 2 during the six months ended June 30, 2014 and 2013, respectively, due to the loans being transferred to a held for sale status. The loans transferred and subsequently sold related to three nonperforming loan relationships for which this was determined to be the appropriate exit strategy. There were no gains or losses included in earnings for the periods presented that are attributable to the change in realized gains (losses) relating to assets held at June 30, 2014 and 2013.

For the three months ended June 30, changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:



	2014
	Pooled Trust Preferred Collateralized Debt Obligations			Equities		Loans Held for Sale			Other Assets		Total
	(dollars in thousands)
Balance, beginning of period	$	27,876		$	1,420	$	—		$	—	$	29,296
Total gains or losses
Included in earnings	—			—		77			—		77
Included in other comprehensive income	1,053			—		—			—		1,053
Purchases, issuances, sales, and settlements
Purchases	—			—		—			—		—
Issuances	—			—		—			—		—
Sales	—			—		(2,396		)	—		(2,396		)
Settlements	(775		)	—		—			—		(775		)
Transfers from Level 3	—			—		—			—		—
Transfers into Level 3	—			—		2,319			—		2,319
Balance, end of period	$	28,154		$	1,420	$	—		$	—	$	29,574

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	2013
	Pooled Trust Preferred Collateralized Debt Obligations			Equities		Loans Held for Sale			Other Assets		Total
	(dollars in thousands)
Balance, beginning of period	$	24,512		$	1,420	$	—		$	—	25,932
Total gains or losses
Included in earnings	—			—		257			—		257
Included in other comprehensive income	3,292			—		—			—		3,292
Purchases, issuances, sales, and settlements
Purchases	—			—		—			—		—
Issuances	—			—		—			—		—
Sales	—			—		(3,779		)	—		(3,779		)
Settlements	(1,935		)	—		—			—		(1,935		)
Transfers from Level 3	—			—		3,522			—		3,522
Balance, end of period	$	25,869		$	1,420	$	—		$	—	$	27,289

For the three months ended June 30, 2014 and 2013, there were no transfers between fair value Levels 1 and 2. However, a $2.3 million nonperforming loan was transferred into Level 3 from Level 2 during the three months ended June 30, 2014 as a result of the loan being transferred to a held for sale status. There were $3.5 million of loans transfered from Level 2 to Level 3 during the three months ended June 30, 2013 as the result of one nonperforming relationship for which this was determined to be the appropriate exit strategy. There were no gains or losses included in earnings for the periods presented that are attributable to the change in realized gains (losses) relating to assets held at June 30, 2014 and 2013.

The tables below present the balances of assets measured at fair value on a non-recurring basis at:



	June 30, 2014
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Impaired loans	$	—	$	27,342	$	12,873	$	40,215
Other real estate owned	—		8,221		139		8,360
Total Assets	$	—	$	35,563	$	13,012	$	48,575



	December 31, 2013
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Impaired loans	$	—	$	36,903	$	13,656	$	50,559
Other real estate owned	—		12,752		172		12,924
Total Assets	$	—	$	49,655	$	13,828	$	63,483

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following losses were realized on the assets measured on a nonrecurring basis:



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2014			2013			2014			2013
	(dollars in thousands)
Impaired loans	$	(3,020	)	$	(10,806	)	$	(2,739	)	$	(11,086	)
Other real estate owned	(728		)	(241		)	(1,078		)	(362		)
Total losses	$	(3,748	)	$	(11,047	)	$	(3,817	)	$	(11,448	)

Impaired loans over $0.1 million are individually reviewed to determine the amount of each loan considered to be at risk of non-collection. The fair value for impaired loans that are collateral based is determined by reviewing real property appraisals, equipment valuations, accounts receivable listings and other financial information. A discounted cash flow analysis is performed to determine fair value for impaired loans when an observable market price or a current appraisal is not available. For real estate secured loans, First Commonwealth’s loan policy requires updated appraisals be obtained at least every twelve months on all impaired loans with balances of $250 thousand and over. For real estate secured loans with balances under $250 thousand, we rely on broker price opinions. For non-real estate secured assets, the Company normally relies on third party valuations specific to the collateral type.

The fair value for other real estate owned determined by either an independent market based appraisal less estimated costs to sell or an executed sales agreement is classified as Level 2. The fair value for other real estate owned determined using an internal valuation is classified as Level 3. Other real estate owned has a book cost of $7.8 million as of June 30, 2014 and consisted primarily of commercial real estate properties in Pennsylvania. We review whether events and circumstances subsequent to a transfer to other real estate owned have occurred that indicate the balance of those assets may not be recoverable. If events and circumstances indicate further impairment we will record a charge to the extent that the carrying value of the assets exceed their fair values, less estimated cost to sell, as determined by valuation techniques appropriate in the circumstances.

Certain other assets and liabilities, including goodwill and core deposit intangibles, are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Additional information related to goodwill is provided in Note 13, “Goodwill.” There were no other assets or liabilities measured at fair value on a non-recurring basis during the six months ended June 30, 2014.

FASB ASC 825-10, “Transition Related to FSP FAS 107-1” and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are as discussed above. The methodologies for other financial assets and financial liabilities are discussed below.

Cash and due from banks and interest-bearing bank deposits: The carrying amounts for cash and due from banks and interest-bearing bank deposits approximate the estimated fair values of such assets.

Securities: Fair values for securities available for sale are based on quoted market prices, if available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Pooled trust preferred collateralized debt obligations values are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. These valuations incorporate certain assumptions and projections in determining the fair value assigned to each instrument. The carrying value of other investments, which includes FHLB stock, is considered a reasonable estimate of fair value.

Loans: The fair values of all loans are estimated by discounting the estimated future cash flows using interest rates currently offered for loans with similar terms to borrowers of similar credit quality adjusted for past due and nonperforming loans, which is not an exit price under FASB ASC Topic 820, “Fair Value Measurements and Disclosures.”

Off-balance sheet instruments: Many of First Commonwealth’s off-balance sheet instruments, primarily loan commitments and standby letters of credit, are expected to expire without being drawn upon; therefore, the commitment amounts do not necessarily represent future cash requirements. FASB ASC Topic 460, “Guarantees” clarified that a guarantor is required to

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The carrying amount and fair value for standby letters of credit was $0.1 million at June 30, 2014 and December 31, 2013, respectively. See Note 6, “Commitments and Contingent Liabilities,” for additional information.

Deposit liabilities: Estimated fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date because of the customers’ ability to withdraw funds immediately. The carrying value of variable rate time deposit accounts and certificates of deposit approximate their fair values at the report date. Also, fair values of fixed rate time deposits for both periods are estimated by discounting the future cash flows using interest rates currently being offered and a schedule of aggregated expected maturities.

Short-term borrowings: The fair values of borrowings from the FHLB were estimated based on the estimated incremental borrowing rate for similar types of borrowings. The carrying amounts of other short-term borrowings such as federal funds purchased and securities sold under agreement to repurchase were used to approximate fair value due to the short-term nature of the borrowings.

Long-term debt and subordinated debt: The fair value of long-term debt and subordinated debt is estimated by discounting the future cash flows using First Commonwealth’s estimate of the current market rate for similar types of borrowing arrangements or an announced redemption price.

The following table presents carrying amounts and fair values of First Commonwealth’s financial instruments:



	June 30, 2014
			Fair Value Measurements Using:
	Carrying Amount		Total		Level 1		Level 2		Level 3
	(dollars in thousands)
Financial assets
Cash and due from banks	$	92,860	$	92,860	$	92,860	$	—	$	—
Interest-bearing deposits	5,151		5,151		5,151		—		—
Securities available for sale	1,347,611		1,347,611		—		1,318,037		29,574
Other investments	44,077		44,077		—		44,077		—
Loans	4,334,214		4,350,182		—		27,342		4,322,840
Financial liabilities
Deposits	4,460,421		4,465,990		—		4,465,990		—
Short-term borrowings	845,873		845,862		—		845,862		—
Long-term debt	136,672		137,861		—		137,861		—
Subordinated debt	72,167		61,755		—		—		61,755

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	December 31, 2013
			Fair Value Measurements Using:
	Carrying Amount		Total		Level 1		Level 2		Level 3
	(dollars in thousands)
Financial assets
Cash and due from banks	$	74,427	$	74,427	$	74,427	$	—	$	—
Interest-bearing deposits	3,012		3,012		3,012		—		—
Securities available for sale	1,318,365		1,318,365		—		1,293,422		24,943
Other investments	35,444		35,444		—		35,444		—
Loans	4,283,833		4,321,847		—		36,903		4,284,944
Financial liabilities
Deposits	4,603,863		4,531,685		—		4,531,685		—
Short-term borrowings	626,615		626,603		—		626,603		—
Long-term debt	144,385		145,477		—		145,477		—
Subordinated debt	72,167		51,706		—		—		51,706

Note 12 Derivatives

First Commonwealth is a party to interest rate derivatives that are not designated as accounting hedges. These derivatives relate to interest rate swaps that First Commonwealth enters into with customers to allow customers to convert variable rate loans to a fixed rate. First Commonwealth pays interest to the customer at a floating rate on the notional amount and receives interest from the customer at a fixed rate for the same notional amount. At the same time the interest rate swap is entered into with the customer, an offsetting interest rate swap is entered into with another financial institution. First Commonwealth pays the other financial institution interest at the same fixed rate on the same notional amount as the swap entered into with the customer, and receives interest from the financial institution for the same floating rate on the same notional amount. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties.

We have eleven risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution. We have four risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are the lead bank. The risk participation agreement provides credit protection to us should the borrower fail to perform on its interest rate derivative contract with us.

First Commonwealth is also party to interest rate caps that are not designated as hedging instruments. These derivatives relate to contracts that First Commonwealth enters into with loan customers providing a maximum interest rate on their variable rate loan. At the same time the interest rate cap is entered into with the customer, First Commonwealth enters into an offsetting interest rate cap with another financial institution. The notional amount and maximum interest rate on both interest cap contracts are identical.

The fee received, less the estimate of the loss for the credit exposure, was recognized in earnings at the time of the transaction.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table depicts the credit value adjustment recorded related to the notional amount of derivatives outstanding as well as the notional amount of risk participation agreements participated to other banks:



	June 30, 2014			December 31, 2013
	(dollars in thousands)
Credit value adjustment	$	360		$	77
Notional Amount:
Interest rate derivatives	307,909			274,718
Interest rate caps	7,219			7,500
Risk participation agreements	103,196			82,197
Sold credit protection on risk participation agreements	(24,929		)	(19,161		)

The table below presents the amount representing the change in the fair value of derivative assets and derivative liabilities attributable to credit risk included in other income on the Condensed Consolidated Statements of Income:



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2014		2013		2014		2013
	(dollars in thousands)
Non-hedging interest rate derivatives:
Increase in other income	$	342	$	78	$	284	$	1,067

Note 13 Goodwill

FASB ASC Topic 350-20, “Intangibles – Goodwill and Other” requires an annual valuation of the fair value of a reporting unit that has goodwill and a comparison of the fair value to the book value of equity to determine whether the goodwill has been impaired. Goodwill is also required to be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. When triggering events or circumstances indicate goodwill testing is required, an assessment of qualitative factors can be completed before performing the two step goodwill impairment test. ASU 2011-8 provides that if an assessment of qualitative factors determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then the two step goodwill impairment test is not required.

First Commonwealth is considered to be one reporting unit. The carrying amount of goodwill as of June 30, 2014 and December 31, 2013 was $159.4 million and $159.9 million, respectively. No impairment charges on goodwill or other intangible assets were incurred in 2014 or 2013. The $0.5 million decline in goodwill during the six months ended June 30, 2014 represents the amount of goodwill included in the carrying value of the investment advisory business which was sold during the first quarter of 2014.

We test goodwill for impairment as of November 30th each year and again at any quarter-end if any material events occur during a quarter that may affect goodwill. An assessment of qualitative factors was completed as of June 30, 2014 and indicated that it is more likely than not that the fair value of First Commonwealth exceeds its carrying amount, therefore the two step goodwill impairment test was not considered necessary. The assessment of qualitative factors incorporated the results of the Step 1 goodwill impairment test completed as of November 30, 2013 as well as macroeconomic factors, industry and market considerations, the company’s overall financial performance, and other company specific events occurring since the completion of the November 30, 2013 test.

As of June 30, 2014, goodwill was not considered impaired; however, changing economic conditions that may adversely affect our performance, fair value of our assets and liabilities, or stock price could result in impairment, which could adversely affect earnings in future periods. Management will continue to monitor events that could impact this conclusion in the future.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14 New Accounting Pronouncements

In January 2014, the FASB issued ASU 2014-01, "Investments - Equity Method and Joint Ventures (Topic 323)," which permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The proportional amortization method allows an entity to amortize the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). This amendment is effective for interim and annual periods beginning after December 15, 2014. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.

In January 2014, the FASB issued ASU 2014-04, "Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40)." This amendment clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of property upon either, 1. the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or 2. the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Interim and annual disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction are required. This amendment is effective for annual periods beginning after December 15, 2014 and for interim periods within annual periods beginning after December 15, 2015. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)." This amendment changes the reporting requirements for discontinued operations. A disposal of a component of an entity or group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift resulting in a major effect on the entity's operations and financial results when any of the following occurs: 1. the component or group of components of an entity meets the criteria to be classified as held for sale, 2. the component or group of components of an entity is disposed of by sale, or 3. the component or group of components of an entity is disposed of other than by sale. If one of these criteria are met, the entity will present the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections of the statement of financial position for each comparative period along with additional footnote disclosure. This amendment is effective for annual periods beginning on or after December 15, 2014 and interim periods within annual periods beginning on or after December 15, 2015. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.

In June 2014, the FASB issued ASU 2014-11, "Transfers and Servicing (Topic 860)," which requires two accounting changes. One changes the accounting for repurchase-to-maturity transactions to secured borrowing accounting and the other for requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty in regards to repurchase financing arrangements, which will result in secured borrowing accounting for the repurchase agreement. The Update requres diclosure for certain transactions comprising a transfer of a financial asset accounted for as a sale and an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to economic return. The amendment also requires disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. This amendment will be effective for public entities for the first interim or annual period beginning after December 15, 2014. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718)," which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. This amendment is effective for annual periods and interim periods within those annual periods beginning after December 15,

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Financial Statements and Supplementary Data

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2015 with earlier adoption permitted. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.

Table of Contents

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations

This discussion and the related financial data are presented to assist in the understanding and evaluation of the consolidated financial condition and the results of operations of First Commonwealth Financial Corporation including its subsidiaries (“First Commonwealth”) for the three and six months ended June 30, 2014 and 2013, and should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included in this Form 10-Q.

Forward-Looking Statements

Certain statements contained in this report that are not historical facts may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate” or words of similar meaning. These forward-looking statements are subject to significant risks, assumptions and uncertainties, and could be affected by many factors. The following list, which is not intended to be an all-encompassing list of risks and uncertainties affecting us, summarizes several factors that could cause our actual results to differ materially from those anticipated or expected in these forward-looking statements:


•	risks arising from the pending conversion of our core processing system, including the inability of the Bank to timely or accurately process transactions for its customers or the disruption of customer access to account information, which may result in additional expense, loss of customers or liability under contractual arrangements or applicable law to customers or other parties;


•	weakening economic and business conditions, both nationally and in our markets, which could cause deterioration in credit quality, a further reduction in demand for credit and/or a further decline in real estate values;


•	prolonged low interest rates, which could reduce our net interest margin;


•	increases in defaults by borrowers and other delinquencies, which could result in increases in our provision for credit losses and related expenses;


•	cyber-attacks and fraud, which could disrupt our systems and services, breach the privacy of our customer and business information or result in loss of client assets;

•

legislative and regulatory changes, including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by federal banking authorities and related regulations, subject us to additional regulatory oversight which may result in increased compliance costs and/or require us to change our business model;


•	declines in the valuations of real estate, which could negatively affect the creditworthiness of our borrowers and the value of collateral securing our loans;


•	the assumptions used in calculating the appropriate amount to be placed into our allowance for credit losses may prove to be inaccurate;


•	restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our goals;


•	further declines in the market value of investment securities that are considered to be other-than-temporary, which would negatively impact our earnings and capital levels;


•	changes in accounting standards and compliance requirements may have an adverse affect on our operating results and financial condition;


•	competitive pressures among depository and other financial institutions, some of which may have greater financial resources or more attractive product or service offerings, may adversely affect growth or profitability of our products and services; and


•	other risks and uncertainties described in this report and in the other reports that we file with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements in this report. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Explanation of Use of Non-GAAP Financial Measure

In addition to the results of operations presented in accordance with generally accepted accounting principles (“GAAP”), First Commonwealth management uses, and this quarterly report contains or references, certain non-GAAP financial measures, such as net interest income on a fully taxable equivalent basis. We believe this non-GAAP financial measure provides information

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

useful to investors in understanding our underlying operational performance and our business and performance trends as it facilitates comparison with the performance of others in the financial services industry. Although we believe that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP.

We believe the presentation of net interest income on a fully taxable equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income per the Condensed Consolidated Statements of Income is reconciled to net interest income adjusted to a fully taxable equivalent basis on page 44 and 49 for the three and six months ended June 30, 2014 and 2013 .

Results of Operations

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Net Income

For the six months ended June 30, 2014, First Commonwealth had net income of $24.2 million, or $0.26 per share, compared to net income of $16.4 million, or $0.17 per share, in the six months ended June 30, 2013. The increase in net income was the result of a reduction in the provision for credit losses, increased noninterest income and decreases in noninterest expense.

Net Interest Income

Net interest income, on a fully taxable equivalent basis, was $92.7 million in the first six months of 2014 compared to $93.2 million for the same period in 2013. Net interest income comprises a majority of our operating revenue (net interest income before the provision plus noninterest income) at 74% and 75% for the six months ended June 30, 2014 and 2013, respectively.

Net interest margin, on a fully taxable equivalent basis, was 3.30% for the six months ended June 30, 2014 compared to 3.40% for the six months ended June 30, 2013. The 10 basis point decline can be attributed to the repricing of our adjustable rate assets and the repayment or amortization of fixed rate assets in a declining interest rate environment as well as lower interest rates available on new investments and loans.

The taxable equivalent yield on interest-earning assets was 3.64% for the six months ended June 30, 2014, a decrease of 18 basis points from the 3.82% yield for the same period in 2013. Growth in earning assets has helped to offset the spread compression, as average earning assets for the six months ended June 30, 2014 increased $139.4 million, or 3%, compared to the comparable period in 2013. However, approximately 56% of the growth in earning assets is generated by the investment portfolio where purchases provide approximately 102 basis points less yield than the loan portfolio. Investment portfolio purchases during the six months ended June 30, 2014 have been primarily in mortgage-related assets with approximate durations of 36-48 months and municipal securities with a duration of 10 years. The mortgage-related investments have monthly principal payments that will provide for reinvestment opportunities as interest rates rise.

Reductions in the cost of interest-bearing liabilities partially offset the impact of lower yields on interest-earning assets. The cost of interest-bearing liabilities was 0.43% for the six months ended June 30, 2014, compared to 0.53% for the same period in 2013.

Comparing the six months ended June 30, 2014 with the same period in 2013, changes in interest rates negatively impacted net interest income by $3.3 million. The lower yield on interest-earning assets adversely impacted net interest income by $4.8 million, while the decline in the cost of interest-bearing liabilities had a positive impact of $1.5 million. We have been able to partially mitigate the impact of lower interest rates and the effect on net interest income through improving the mix of deposits and borrowed funds, growing the loan portfolio and increasing our investment volumes within established interest rate risk management guidelines.

While decreases in interest rates and yields compressed the net interest margin, increases in average interest-earning assets tempered the effect on net interest income. Changes in the volumes of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $2.8 million in the six months ended June 30, 2014 compared to the same period in 2013. Higher levels of interest-earning assets resulted in an increase of $2.3 million in interest income, while volume changes decreased interest expense by $0.5 million, primarily as the result of changes in long-term debt and time deposits.

Net interest income also benefited from a $66.3 million increase in average net free funds at June 30, 2014 as compared to June 30, 2013. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

liabilities and shareholders’ equity over noninterest-earning assets. The largest component of the increase in net free funds was an increase of $71.3 million, or 8.3%, in noninterest-bearing demand deposit average balances as a result of marketing promotions aimed at attracting new and retaining existing customers. Additionally, higher costing time deposits continue to mature and reprice to lower costing certificates or other deposit alternatives. Average time deposits for the six months ended June 30, 2014 decreased $57.3 million compared to the comparable period in 2013.

The following table reconciles interest income in the Condensed Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the six months ended June 30, 2014:



	2014		2013
	(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income	$	100,672	$	102,742
Adjustment to fully taxable equivalent basis	1,691		2,058
Interest income adjusted to fully taxable equivalent basis (non-GAAP)	102,363		104,800
Interest expense	9,698		11,626
Net interest income adjusted to fully taxable equivalent basis (non-GAAP)	$	92,665	$	93,174

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

The following is an analysis of the average balance sheets and net interest income on a fully taxable equivalent basis, for the six months ended June 30, 2014:



	2014							2013
	Average Balance			Income / Expense (a)		Yield or Rate		Average Balance			Income / Expense (a)		Yield or Rate
	(dollars in thousands)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	3,785		$	4	0.21	%	$	3,149		$	3	0.19	%
Tax-free investment securities (e)	5,712			105		3.70		85			3		7.40
Taxable investment securities	1,354,113			15,310		2.28		1,281,409			14,494		2.28
Loans, net of unearned income (b)(c)	4,303,278			86,944		4.07		4,242,800			90,300		4.29
Total interest-earning assets	5,666,888			102,363		3.64		5,527,443			104,800		3.82
Noninterest-earning assets:
Cash	71,690							71,883
Allowance for credit losses	(56,239		)					(66,572		)
Other assets	544,806							568,260
Total noninterest-earning assets	560,257							573,571
Total Assets	$	6,227,145						$	6,101,014
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits (d)	$	638,247		$	101	0.03	%	$	677,879		$	130	0.04	%
Savings deposits (d)	1,896,419			1,167		0.12		1,940,790			1,682		0.17
Time deposits	1,121,916			5,655		1.02		1,179,196			6,386		1.09
Short-term borrowings	652,243			946		0.29		400,827			507		0.26
Long-term debt	213,587			1,829		1.73		250,569			2,921		2.35
Total interest-bearing liabilities	4,522,412			9,698		0.43		4,449,261			11,626		0.53
Noninterest-bearing liabilities and shareholders’ equity:
Noninterest-bearing demand deposits (d)	932,807							861,486
Other liabilities	52,343							48,064
Shareholders’ equity	719,583							742,203
Total noninterest-bearing funding sources	1,704,733							1,651,753
Total Liabilities and Shareholders’ Equity	$	6,227,145						$	6,101,014
Net Interest Income and Net Yield on Interest-Earning Assets				$	92,665	3.30	%				$	93,174	3.40	%


(a)	Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.


(b)	Income on nonaccrual loans is accounted for on the cash basis, and the loan balances are included in interest-earning assets.


(c)	Loan income includes loan fees earned.


(d)	Average balances do not include reallocations from noninterest-bearing demand deposits and interest-bearing demand deposits into savings deposits, which were made for regulatory purposes.


(e)	Yield on tax-free investment securities calculated using fully taxable equivalent interest income of $3,112 for the six months ended June 30, 2013.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

The following table shows the effect of changes in volumes and rates on interest income and interest expense for the six months ended June 30, 2014 compared with June 30, 2013:



	Analysis of Year-to-Year Changes in Net Interest Income
	Total Change			Change Due To Volume			Change Due To Rate (a)
	(dollars in thousands)
Interest-earning assets:
Interest-bearing deposits with banks	$	1		$	1		$	—
Tax-free investment securities	102			206			(104		)
Taxable investment securities	816			822			(6		)
Loans	(3,356		)	1,287			(4,643		)
Total interest income (b)	(2,437		)	2,316			(4,753		)
Interest-bearing liabilities:
Interest-bearing demand deposits	(29		)	(8		)	(21		)
Savings deposits	(515		)	(37		)	(478		)
Time deposits	(731		)	(310		)	(421		)
Short-term borrowings	439			324			115
Long-term debt	(1,092		)	(431		)	(661		)
Total interest expense	(1,928		)	(462		)	(1,466		)
Net interest income	$	(509	)	$	2,778		$	(3,287	)


(a)	Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to rate variances.


(b)	Changes in interest income have been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.

Provision for Credit Losses

The provision for credit losses is determined based on management’s estimates of the appropriate level of allowance for credit losses needed or probable losses inherent in the loan portfolio, after giving consideration to charge-offs and recoveries for the period. The provision for credit losses is an amount added to the allowance against which credit losses are charged.

The table below provides a breakout of the provision for credit losses by loan category for the six months ended June 30:



	2014					2013
	Dollars			Percentage		Dollars			Percentage
	(dollars in thousands)
Commercial, financial, agricultural and other	$	6,731		103	%	$	10,680		70	%
Real estate construction	(742		)	(11	)	14			—
Residential real estate	(190		)	(3	)	362			2
Commercial real estate	(75		)	(1	)	2,817			19
Loans to individuals	824			12		1,428			9
Unallocated	—			—		(4		)	—
Total	$	6,548		100	%	$	15,297		100	%

The provision for credit losses for the six months ended June 30, 2014 decreased in comparison to the six months ended June 30, 2013 by $8.7 million, or 57%, as a result of overall improvement in loan portfolio credit metrics. The majority of the 2014 provision expense, or $5.8 million, is attributable to specific reserves for an $8.2 million loan to an oil and gas servicing company which was transferred to nonaccrual status during the first quarter of 2014. This loan was sold during the second quarter of 2014, resulting in a $5.8 million charge-off. Also impacting the provision expense for the commercial, financial, and agricultural loan category were specific reserves related to a $4.3 million loan to an audio visual equipment distributor which was transferred into nonaccrual status during the second quarter of 2014. Offsetting these increases in provision expense was the release of approximately $2.7 million in specific reserves related to the payoff of a $4.7 million nonaccrual loan to a local developer. For the first half of 2014, the negative provision expense for real estate construction, residential real estate and

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

commercial real estate is a result of declines in both the level of criticized loans and historical loss rates for these loan categories. The level of provision expense in the second quarter of 2013 was primarily due to further deterioration in value of certain assets of a commercial relationship with a local developer, which resulted in a net charge-off of $10.1 million, as well as the sale of two commercial real estate loans sold in the first quarter of 2013 resulting in an additional $3.1 million in provision expense.

The allowance for credit losses was $50.7 million, or 1.17%, of total loans outstanding at June 30, 2014, compared to $54.2 million, or 1.27%, at December 31, 2013 and $57.5 million, or 1.36%, at June 30, 2013. The change compared to December 31, 2013, can be attributed to a $5.0 million, or 3%, decrease in criticized loans, which includes a reduction of $13.1 million, or 22%, in nonperforming loans as well as a $2.8 million decrease in the level of specific reserves held on impaired loans. Nonperforming loans as a percentage of total loans decreased to 1.07% at June 30, 2014 from 1.39% at December 31, 2013 and 1.73% as of June 30, 2013. The allowance to nonperforming loan ratio was 110%, 91% and 79% as of June 30, 2014, December 31, 2013 and June 30, 2013, respectively.

Below is an analysis of the consolidated allowance for credit losses for the six months ended June 30, 2014 and 2013 and the year-ended December 31, 2013:



	June 30, 2014		June 30, 2013		December 31, 2013
	(dollars in thousands)
Balance, beginning of period	$	54,225	$	67,187	$	67,187
Loans charged off:
Commercial, financial, agricultural and other	7,859		14,221		18,399
Real estate construction	296		755		773
Residential real estate	1,735		643		1,814
Commercial real estate	297		9,238		10,513
Loans to individuals	1,562		1,755		3,679
Total loans charged off	11,749		26,612		35,178
Recoveries of loans previously charged off:
Commercial, financial, agricultural and other	421		264		455
Real estate construction	337		59		501
Residential real estate	323		812		1,264
Commercial real estate	255		108		136
Loans to individuals	365		337		633
Total recoveries	1,701		1,580		2,989
Net credit losses	10,048		25,032		32,189
Provision charged to expense	6,548		15,297		19,227
Balance, end of period	$	50,725	$	57,452	$	54,225

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

Noninterest Income

The following table presents the components of noninterest income for the six months ended June 30, 2014:



	2014		2013		$ Change			% Change
	(dollars in thousands)
Noninterest Income:
Trust income	$	2,909	$	3,271	$	(362	)	(11	)%
Service charges on deposit accounts	7,933		7,216		717			10
Insurance and retail brokerage commissions	2,995		2,801		194			7
Income from bank owned life insurance	2,801		2,860		(59		)	(2	)
Card related interchange income	7,021		6,678		343			5
Other income	4,515		6,282		(1,767		)	(28	)
Subtotal	28,174		29,108		(934		)	(3	)
Net securities gains	2		8		(6		)	(75	)
Gain on sale of assets	3,746		700		3,046			435
Total noninterest income	$	31,922	$	29,816	$	2,106		7	%

Noninterest income, excluding net securities gains and gain on sale of assets, decreased $0.9 million, or 3%, for the first six months of 2014 compared to 2013. The most notable change in this total is the $1.8 million decrease in the other income category, which is largely attributable to a $1.1 million reduction in commercial loan swap-related income due to a positive $1.0 million credit adjustment in the first six months of 2013 related to decrease in counterparty risk.

Total noninterest income increased $2.1 million, or 7%, in comparison to the six months ended June 30, 2013. The most significant changes include a $3.0 million increase in gain on sale of assets as a result of a $1.2 million gain recognized on the sale of the Company's registered investment advisory business and the sale of three OREO properties that resulted in gains of $2.4 million.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

Noninterest Expense

The following table presents the components of noninterest expense for the six months ended June 30:



	2014			2013		$ Change			% Change
	(dollars in thousands)
Noninterest Expense:
Salaries and employee benefits	$	42,941		$	43,290	$	(349	)	(1	)%
Net occupancy expense	6,789			6,856		(67		)	(1	)
Furniture and equipment expense - excluding IT conversion	6,427			6,569		(142		)	(2	)
Data processing expense	3,010			3,019		(9		)	—
Advertising and promotion expense	1,485			1,554		(69		)	(4	)
Pennsylvania shares tax expense	1,749			2,707		(958		)	(35	)
Intangible amortization	356			655		(299		)	(46	)
Collection and repossession expense	1,158			2,002		(844		)	(42	)
Other professional fees and services	1,715			1,917		(202		)	(11	)
FDIC insurance	2,100			2,134		(34		)	(2	)
Other operating expenses	8,788			10,038		(1,250		)	(12	)
Subtotal	76,518			80,741		(4,223		)	(5	)
Loss on sale or write-down of assets	1,180			530		650			123
Loss on redemption of subordinated debt	—			1,629		(1,629		)	—
Furniture and equipment expense - related to IT conversion	4,152			—		4,152			N/A
Conversion related expenses	893			—		893			N/A
Operational losses (recoveries)	(460		)	552		(1,012		)	(183	)%
Total noninterest expense	$	82,283		$	83,452	$	(1,169	)	(1	)%

Noninterest expense, excluding loss on sale or write-down of assets, loss on redemption of subordinated debt, conversion related expenses and operational (recoveries) losses, decreased $4.2 million, or 5%, for the the six months ended June 30, 2014 compared to the same period in 2013.

The 2014 decrease is largely attributable to a $0.8 million decrease in collection and repossession expense due to the resolution of several large credits and overall improvement in the credit quality of the loan portfolio, a $1.0 million decrease in Pennsylvania shares tax as a result of changes in the Pennsylvania tax law and a $1.3 million decrease in other operating expenses. The decrease in other operating expenses is primarily the result of a $0.8 million expense recognized during the six months ended June 30, 2013 related to a contingency reserve established for a 1099 tax reporting issue. During the six months ended June 30, 2014, the reporting issue was largely resolved and $0.3 million of the reserve was reversed from expenses.

Operational (recoveries) losses decreased $1.0 million in 2014 due to an insurance recovery of $0.9 million received in the first quarter of 2014. This recovery related to a $3.5 million fraud loss recognized in 2012.

On September 30, 2013, First Commonwealth executed a contract with Jack Henry and Associates to license the Jack Henry and Associates SilverLake System core processing software and to outsource certain data processing services. A system conversion is expected to occur during the third quarter of 2014. First Commonwealth will incur approximately $12.0 million of charges related to this conversion. Included in this amount is accelerated depreciation for data processing hardware and software which was recognized beginning in the fourth quarter of 2013 and will continue through the anticipated conversion date in August 2014. Also included are early termination charges on existing contracts and staffing and employment-related charges, which will be recognized as they occur. During the six months ended June 30, 2014, $4.2 million in accelerated depreciation and $0.9 million in other conversion related expenses were recognized. Including the expense recognized in the fourth quarter of 2013, as of June 30, 2014, a total of $9.6 million in conversion related expenses have been recognized. Additional expenses of $2.0 million are anticipated in the third quarter of 2014, after which savings of approximately $1.5 million per quarter are expected starting in the fourth quarter of 2014.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

As a result of the April 1, 2013 early redemption of $32.5 million in redeemable capital securities issued by First Commonwealth Capital Trust I, a loss of $1.6 million was recognized. This loss includes a $1.1 million prepayment penalty and

$0.5 million of unamortized deferred issuance costs. There were no similar expenses in 2014.

Income Tax

The provision for income taxes increased $4.0 million for the six months ended June 30, 2014, compared to the corresponding period in 2013. The higher provision for income taxes was primarily the result of a $11.9 million increase in the level of net income before tax.

We applied the “annual effective tax rate approach” to determine the provision for income taxes, which applies an annual forecast of tax expense as a percentage of expected full year income for the six months ended June 30, 2014 and 2013.

We generate an annual effective tax rate that is less than the statutory rate of 35% due to benefits resulting from tax-exempt interest, income from bank-owned life insurance and tax benefits associated with low income housing tax credits, which are relatively consistent regardless of the level of pretax income. The level of tax benefits that reduce our tax rate below the 35% statutory rate produced an annual effective tax rate of 28.9% and 26.2% for the six months ended June 30, 2014 and 2013, respectively.

As of June 30, 2014, our deferred tax assets totaled $50.4 million. Based on our evaluation as of June 30, 2014, we determined that it is more likely than not that all of these assets will be realized. As a result, we did not record a valuation allowance against these assets. In evaluating the need for a valuation allowance, we estimate future taxable income based on management approved forecasts, evaluation of historical earning levels and consideration of potential tax strategies. If future events differ from our current forecasts, we may need to establish a valuation allowance, which could have a material impact on our financial condition and results of operations.

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

Net Income

For the three months ended June 30, 2014, First Commonwealth had net income of $11.9 million, or $0.13 per share, compared to net income of $5.8 million, or $0.06 per share, in the three months ended June 30, 2013. The increase in net income was the result of declines in the provision for credit losses and noninterest expense.

Net Interest Income

Net interest income, on a fully taxable equivalent basis, was $46.2 million in the second quarter of 2014 compared to $46.7 million for the same period in 2013. Net interest income comprises a majority of our operating revenue (net interest income before the provision plus noninterest income) at 73% and 75% for the three months ended June 30, 2014 and 2013, respectively.

Net interest margin, on a fully taxable equivalent basis, was 3.26% for the three months ended June 30, 2014 compared to 3.35% for the three months ended June 30, 2013. The 9 basis point decline was affected by both changes in the level of interest rates and the amount and composition of interest-earning assets and interest-bearing liabilities.

Runoff of existing assets earning higher interest rates and competitive pricing pressure has continued to provide for lower yields on earning assets. Growth in earning assets has helped to offset the spread compression, as average earning assets for the three months ended June 30, 2014 increased $81.9 million, or 1%, compared to the comparable period in 2013. However, during the second quarter of 2014, approximately 54% of the growth in earning assets was generated by the investment portfolio where purchases provide approximately 83 basis points less yield than the loan portfolio. Investment portfolio purchases during the three months ended June 30, 2014 have been primarily in mortgage-related assets with approximate durations of 36-48 months and municipal securities with a duration of 10 years. The mortgage-related investments have monthly principal payments that will provide for reinvestment opportunities as interest rates rise.

The taxable equivalent yield on interest-earning assets was 3.60% for the three months ended June 30, 2014, a decrease of 13 basis points from the 3.73% yield for the same period in 2013. This decline can be attributed to the repricing of our adjustable rate assets and the repayment or amortization of fixed rate assets in a declining interest rate environment as well as lower

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

interest rates available on new investments and loans. Reductions in the cost of interest-bearing liabilities partially offset the impact of lower yields on interest-earning assets. The cost of interest-bearing liabilities was 0.43% for the three months ended June 30, 2014, compared to 0.47% for the same period in 2013.

Comparing the three months ended June 30, 2014 with the same period in 2013, changes in interest rates negatively impacted net interest income by $1.5 million. The lower yield on interest-earning assets adversely impacted net interest income by $1.8 million, while the decline in the cost of interest-bearing liabilities had a positive impact of $0.3 million.

While decreases in interest rates and yields compressed the net interest margin, increases in average interest-earning assets tempered the effect on net interest income. Changes in the volumes of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $1.0 million in the three months ended June 30, 2014 compared to the same period in 2013. Higher levels of interest-earning assets resulted in an increase of $0.8 million in interest income, while volume changes decreased interest expense by $0.2 million, primarily as the result of changes in time deposits.

Positively affecting net interest income was a $107.2 million increase in average net free funds at June 30, 2014 as compared to June 30, 2013. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing liabilities and shareholders’ equity over noninterest-earning assets. The largest component of the increase in net free funds was an increase in noninterest-bearing demand deposit average balances. Additionally, higher costing time deposits continue to mature and reprice to lower costing certificates or other deposit alternatives. Average time deposits for the three months ended June 30, 2014 decreased $102.5 million compared to the comparable period in 2013.

The following table reconciles interest income in the Condensed Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the three months ended June 30:



	2014		2013
	(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income	$	50,166	$	50,981
Adjustment to fully taxable equivalent basis	814		1,030
Interest income adjusted to fully taxable equivalent basis (non-GAAP)	50,980		52,011
Interest expense	4,783		5,283
Net interest income adjusted to fully taxable equivalent basis (non-GAAP)	$	46,197	$	46,728

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

The following is an analysis of the average balance sheets and net interest income on a fully taxable equivalent basis, for the three months ended June 30:



	2014							2013
	Average Balance			Income / Expense (a)		Yield or Rate		Average Balance			Income / Expense (a)		Yield or Rate
	(dollars in thousands)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	4,184		$	2	0.19	%	$	2,954		$	2	0.27	%
Tax-free investment securities (e)	10,626			98		3.70		84			2		7.41
Taxable investment securities	1,361,353			7,908		2.33		1,327,714			7,349		2.22
Loans, net of unearned income (b)(c)	4,299,228			42,972		4.01		4,262,773			44,658		4.20
Total interest-earning assets	5,675,391			50,980		3.60		5,593,525			52,011		3.73
Noninterest-earning assets:
Cash	72,830							73,123
Allowance for credit losses	(56,151		)					(64,333		)
Other assets	539,195							569,028
Total noninterest-earning assets	555,874							577,818
Total Assets	$	6,231,265						$	6,171,343
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits (d)	$	639,313		$	50	0.03	%	$	689,644		$	65	0.04	%
Savings deposits (d)	1,872,863			570		0.12		1,940,868			762		0.16
Time deposits	1,113,859			2,796		1.01		1,216,403			3,180		1.05
Short-term borrowings	651,450			477		0.29		445,249			287		0.26
Long-term debt	210,703			890		1.69		221,310			989		1.79
Total interest-bearing liabilities	4,488,188			4,783		0.43		4,513,474			5,283		0.47
Noninterest-bearing liabilities and shareholders’ equity:
Noninterest-bearing demand deposits (d)	968,926							873,827
Other liabilities	51,138							46,847
Shareholders’ equity	723,013							737,195
Total noninterest-bearing funding sources	1,743,077							1,657,869
Total Liabilities and Shareholders’ Equity	$	6,231,265						$	6,171,343
Net Interest Income and Net Yield on Interest-Earning Assets				$	46,197	3.26	%				$	46,728	3.35	%


(a)	Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.


(b)	Income on nonaccrual loans is accounted for on the cash basis, and the loan balances are included in interest-earning assets.


(c)	Loan income includes loan fees earned.


(d)	Average balances do not include reallocations from noninterest-bearing demand deposits and interest-bearing demand deposits into savings deposits, which were made for regulatory purposes.


(e)	Yield on tax-free investment securities calculated using fully taxable equivalent interest income of $1,555 for the three months ended June 30, 2013.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

The following table shows the effect of changes in volumes and rates on interest income and interest expense for the three months ended June 30, 2014 compared with June 30, 2013:



	Analysis of Year-to-Year Changes in Net Interest Income
	Total Change			Change Due To Volume			Change Due To Rate (a)
	(dollars in thousands)
Interest-earning assets:
Interest-bearing deposits with banks	$	—		$	1		$	(1	)
Tax-free investment securities	96			195			(99		)
Taxable investment securities	559			185			374
Loans	(1,686		)	382			(2,068		)
Total interest income (b)	(1,031		)	763			(1,794		)
Interest-bearing liabilities:
Interest-bearing demand deposits	(15		)	(5		)	(10		)
Savings deposits	(192		)	(27		)	(165		)
Time deposits	(384		)	(268		)	(116		)
Short-term borrowings	190			134			56
Long-term debt	(99		)	(47		)	(52		)
Total interest expense	(500		)	(213		)	(287		)
Net interest income	$	(531	)	$	976		$	(1,507	)


(a)	Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to rate variances.


(b)	Changes in interest income have been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.

Provision for Credit Losses

The table below provides a breakout of the provision for credit losses by loan category for the three months ended June 30:



	2014					2013
	Dollars			Percentage		Dollars			Percentage
	(dollars in thousands)
Commercial, financial, agricultural and other	$	1,753		53	%	$	9,847		91	%
Real estate construction	(187		)	(6	)	1,137			11
Residential real estate	660			20		922			8
Commercial real estate	464			14		(1,659		)	(15	)
Loans to individuals	627			19		527			5
Unallocated	—			—		26			—
Total	$	3,317		100	%	$	10,800		100	%

The provision for credit losses for the three months ended June 30, 2014 decreased in comparison to the three months ended June 30, 2013 by $7.5 million, or 69.3%. The majority of the 2014 provision expense is attributable to specific reserves for the commercial, financial and agricultural category, including $1.3 million in provision expense related to an $8.2 millionloan to an oil and gas servicing company. This loan was transferred to nonaccrual status during the first quarter and sold during the second quarter. In addition, specific reserves in this category have also increased due to a $4.3 million loan to an audio visual equipment distributor which was transferred into nonaccrual status during the second quarter of 2014. Offsetting these increases in provision expense was the release of approximately $2.7 million in reserves related to a $4.7 million commercial

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

relationship with a local developer which paid off during the quarter. For the second quarter of 2014, the negative provision expense for real estate construction, residential real estate and commercial real estate is a result of declines in both the level of criticized loans and historical loss rates for these loan categories. The level of provision expense in the second quarter of 2013 was primarily due to deterioration in the value of certain assets of a commercial relationship with a local developer which resulted in a net charge-off or $10.1 million.

Below is an analysis of the consolidated allowance for credit losses for the three months ended June 30, 2014 and 2013 and the year ended December 31, 2013:



	June 30, 2014		June 30, 2013		December 31, 2013
	(dollars in thousands)
Balance, beginning of period	$	54,506	$	62,262	$	67,187
Loans charged off:
Commercial, financial, agricultural and other	6,258		13,683		18,399
Real estate construction	296		671		773
Residential real estate	640		321		1,814
Commercial real estate	157		694		10,513
Loans to individuals	752		767		3,679
Total loans charged off	8,103		16,136		35,178
Recoveries of loans previously charged off:
Commercial, financial, agricultural and other	336		136		455
Real estate construction	168		47		501
Residential real estate	79		89		1,264
Commercial real estate	235		11		136
Loans to individuals	187		243		633
Total recoveries	1,005		526		2,989
Net credit losses	7,098		15,610		32,189
Provision charged to expense	3,317		10,800		19,227
Balance, end of period	$	50,725	$	57,452	$	54,225

Noninterest Income

The following table presents the components of noninterest income for the three months ended June 30, 2014:



	2014		2013		$ Change			% Change
	(dollars in thousands)
Noninterest Income:
Trust income	$	1,474	$	1,608	$	(134	)	(8	)%
Service charges on deposit accounts	4,141		3,815		326			9
Insurance and retail brokerage commissions	1,600		1,384		216			16
Income from bank owned life insurance	1,432		1,432		—			—
Card related interchange income	3,655		3,490		165			5
Other income	2,533		2,773		(240		)	(9	)
Subtotal	14,835		14,502		333			2
Net securities gains	2		4		(2		)	(50	)
Gain on sale of assets	2,165		425		1,740			409
Total noninterest income	$	17,002	$	14,931	$	2,071		14	%

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

Noninterest income, excluding net securities gains and gain on sale of assets increased 0.3 million, or 2%, for the second quarter of 2014 compared to 2013. Total noninterest income increased $2.1 million, or 14% ,in comparison to the three months ended June 30, 2013. The most significant changes include a 1.7 million increase in gain on sale of assets due to the sale of an OREO property resulting in a gain of $2.0 million.

Noninterest Expense

The following table presents the components of noninterest expense for the three months ended June 30:



	2014		2013		$ Change			% Change
	(dollars in thousands)
Noninterest Expense:
Salaries and employee benefits	$	21,897	$	21,497	$	400		2	%
Net occupancy expense	3,283		3,221		62			2
Furniture and equipment expense	3,158		3,297		(139		)	(4	)
Data processing expense	1,542		1,503		39			3
Advertising and promotion expense	785		775		10			1
Pennsylvania shares tax expense	1,038		1,517		(479		)	(32	)
Intangible amortization	178		297		(119		)	(40	)
Collection and repossession expense	449		851		(402		)	(47	)
Other professional fees and services	691		948		(257		)	(27	)
FDIC insurance	1,051		1,084		(33		)	(3	)
Other operating expenses	4,720		4,822		(102		)	(2	)
Subtotal	38,792		39,812		(1,020		)	(3	)
Loss on sale or write-down of assets	745		343		402			117
Loss on redemption of subordinated debt	—		1,629		(1,629		)	—
Furniture and equipment expense - related to IT conversion	2,091		—		2,091			N/A
Conversion related expenses	539		—		354			N/A
Operational losses (recoveries)	229		214		15			7	%
Total noninterest expense	$	42,396	$	41,998	$	213		1	%

Noninterest expense, excluding loss on sale or write-down of assets, loss on redemption of subordinated debt, conversion related expenses and operational (recoveries) losses, decreased $1.0 million, or 3%, for the three months ended June 30, 2014 compared to the same period in 2013.

The 2014 decrease is largely attributable to a $0.4 million decrease in collection and repossession expenses due to improvements in the quality of the loan portfolio and a $0.5 million decrease in Pennsylvania shares tax as a result of changes in the Pennsylvania tax law and numerous cost saving initiatives implemented over the past year.

As previously noted, in 2013, First Commonwealth executed a contract with Jack Henry and Associates to license the Jack Henry and Associates SilverLake System core processing software and to outsource certain data processing services. A system conversion is expected to occur in August 2014 and will result in a total of approximately $12.0 million of conversion related charges. As of June 30, 2014, $9.6 million of these charges have been recognized, with the remaining $2.0 million projected for the third quarter of 2014. During the three months ended June 30, 2014, $2.1 million in accelerated depreciation and $0.5 million in other conversion related expenses were recognized.

$0.5 million of unamortized deferred issuance costs. There were no similar expenses in 2014.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

Income Tax

The provision for income taxes increased $2.7 million for the three months ended June 30, 2014, compared to the corresponding period in 2013. The higher provision for income taxes was primarily the result of a $8.8 million increase in the level of net income before tax.

We generate an annual effective tax rate that is less than the statutory rate of 35% due to benefits resulting from tax-exempt interest, income from bank owned life insurance and tax benefits associated with low income housing tax credits, which are relatively consistent regardless of the level of pretax income. The level of tax benefits that reduce our tax rate below the 35% statutory rate produced an annual effective tax rate of 28.5% and 25.7% for the three months ended June 30, 2014 and 2013, respectively.

Liquidity

Liquidity refers to our ability to meet the cash flow requirements of depositors and borrowers as well as our operating cash needs with cost-effective funding. We generate funds to meet these needs primarily through the core deposit base of First Commonwealth Bank and the maturity or repayment of loans and other interest-earning assets, including investments. During the first six months of 2014, liquidity provided from the net increase in short-term borrowings totaled $219.3 million, while the maturity and redemption of investment securities provided $152.8 million This liquidity provided funds needed to originate loans and purchase investment securities. We also have available unused wholesale sources of liquidity, including overnight federal funds and repurchase agreements, advances from the FHLB of Pittsburgh, borrowings through the discount window at the Federal Reserve Bank (“FRB”) of Cleveland and access to certificates of deposit through brokers.

In order to increase and diversify our funding sources, we participate in the Certificate of Deposit Account Registry Services (“CDARS”) program as part of an Asset/Liability Committee (“ALCO”) strategy to increase and diversify funding sources. As of June 30, 2014, our maximum borrowing capacity under this program was $941.9 million and as of that date there was $185.6 million outstanding. Also included in this amount is a reciprocal program which allows our depositors to receive expanded FDIC coverage by placing multiple certificates of deposit at other CDARS member banks. As of June 30, 2014, our outstanding certificates of deposits from this program have an average weighted rate of 0.27% and an average original term of 181 days.

An additional source of liquidity is the FRB Borrower-in-Custody of Collateral program which enables us to pledge certain loans, not being used as collateral at the FHLB, as collateral for borrowings at the FRB. At June 30, 2014, the borrowing capacity under this program totaled $636.6 million and there were no amounts outstanding.

As of June 30, 2014, our maximum borrowing capacity at the FHLB of Pittsburgh was $1.6 billion and as of that date amounts used against this capacity included $826.7 million in outstanding borrowings and $28.2 million in letter of credit commitments used for pledging public funds and other non-deposit purposes.

First Commonwealth Financial Corporation has an unsecured $15.0 million line of credit with another financial institution. As of June 30, 2014, there are no amounts outstanding on this line.

First Commonwealth’s long-term liquidity source is its core deposit base. Core deposits are the most stable source of liquidity a bank can have due to the long-term relationship with a deposit customer. The level of deposits during any period is influenced by factors outside of management’s control, such as the level of short-term and long-term market interest rates and yields offered on competing investments, such as money market mutual funds. The following table shows a breakdown of the components of First Commonwealth’s deposits:

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)



	June 30, 2014		December 31, 2013
	(dollars in thousands)
Noninterest-bearing demand deposits	$	1,008,031	$	912,361
Interest-bearing demand deposits	83,137		89,149
Savings deposits	2,387,628		2,506,631
Time deposits	981,625		1,095,722
Total	$	4,460,421	$	4,603,863

During the first six months of 2014, total deposits decreased $143.4 million due to a $114.1 million decrease in time deposits and a decrease of $125.0 million in interest-bearing and savings deposits, offset by a $95.7 million increase in noninterest-bearing deposits. The decrease in time deposits is due to a decline in wholesale certificates of deposits of $65.5 million coupled with a decline in core certificates of deposit of $48.6 million. Wholesale certificates can offer a more attractive source of incremental funding as they generally have a lower incremental cost of funds than traditional certificates of deposit funding. The decline in interest-bearing demand and savings deposits are partially due to the elimination in 2014 of several promotional interest rates as a means of standardizing rates in anticipation of the IT system conversion described earlier.

Market Risk

The following gap analysis compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing over a period of time. The ratio of rate sensitive assets to rate sensitive liabilities repricing within a one-year period was 0.73 and 0.71 at June 30, 2014 and December 31, 2013, respectively. A ratio of less than one indicates a higher level of repricing liabilities over repricing assets over the next twelve months. The level of First Commonwealth's ratio is largely driven by the modeling of interest-bearing non-maturity deposits, which are included in the analysis as repricing within one year.

Gap analysis has limitations due to the static nature of the model that holds volumes and consumer behaviors constant in all economic and interest rate scenarios. A lower level of rate sensitive assets to rate sensitive liabilities repricing in one year could indicate reduced net interest income in a rising interest rate scenario, and conversely, increased net interest income in a declining interest rate scenario. However, the gap analysis incorporates only the level of interest-earning assets and interest-bearing liabilities and not the sensitivity each has to changes in interest rates. The impact of the sensitivity to changes in interest rates is provided in the table below the gap analysis. The following is the gap analysis as of June 30, 2014 and December 31, 2013:



	June 30, 2014
	0-90 Days			91-180 Days			181-365 Days			Cumulative 0-365 Days			Over 1 Year Through 5 Years			Over 5 Years
	(dollars in thousands)
Loans	$	2,108,531		$	213,314		$	280,434		$	2,602,279		$	1,408,562		$	284,650
Investments	86,474			162,336			197,663			446,473			532,364			404,155
Other interest-earning assets	5,151			—			—			5,151			—			—
Total interest-sensitive assets (ISA)	2,200,156			375,650			478,097			3,053,903			1,940,926			688,805
Certificates of Deposit	355,351			132,141			209,005			696,497			280,229			4,899
Other deposits	2,470,765			—			—			2,470,765			—			—
Borrowings	938,173			25,156			50,317			1,013,646			32,375			8,691
Total interest-sensitive liabilitites (ISL)	3,764,289			157,297			259,322			4,180,908			312,604			13,590
Gap	$	(1,564,133	)	$	218,353		$	218,775		$	(1,127,005	)	$	1,628,322		$	675,215
ISA/ISL	0.58			2.39			1.84			0.73			6.21			50.68
Gap/Total assets	24.83		%	3.47		%	3.47		%	17.89		%	25.85		%	10.72		%

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)



	December 31, 2013
	0-90 Days			91-180 Days			181-365 Days			Cumulative 0-365 Days			Over 1 Year Through 5 Years			Over 5 Years
	(dollars in thousands)
Loans	$	2,026,232		$	215,614		$	310,437		$	2,552,283		$	1,401,095		$	282,761
Investments	106,382			54,440			209,855			370,677			586,363			387,180
Other interest-earning assets	3,012			—			—			3,012			—			—
Total interest-sensitive assets (ISA)	2,135,626			270,054			520,292			2,925,972			1,987,458			669,941
Certificates of Deposit	373,426			146,037			231,283			750,746			338,488			6,488
Other deposits	2,595,780			—			—			2,595,780			—			—
Borrowings	698,899			7,595			50,179			756,673			81,192			5,302
Total interest-sensitive liabilitites (ISL)	3,668,105			153,632			281,462			4,103,199			419,680			11,790
Gap	$	(1,532,479	)	$	116,422		$	238,830		$	(1,177,227	)	$	1,567,778		$	658,151
ISA/ISL	0.58			1.76			1.85			0.71			4.74			56.82
Gap/Total assets	24.66		%	1.87		%	3.85		%	18.94		%	25.23		%	10.59		%

The following table presents an analysis of the potential sensitivity of our annual net interest income to gradual changes in interest rates over a 12 month time frame as compared with net interest income if rates remained unchanged and there are no changes in balance sheet categories.



	Net interest income change (12 months)
	-200			-100			+100			+200
	(dollars in thousands)
June 30, 2014	$	(7,150	)	$	(3,208	)	$	13		$	1,020
December 31, 2013	(8,878		)	(4,355		)	(833		)	(646		)

The analysis and model used to quantify the sensitivity of our net interest income becomes less reliable in a decreasing 200 basis point scenario given the current low interest rate environment. Results of the 100 and 200 basis point decline in interest rate scenario are affected by the fact that many of our interest-bearing liabilities are at rates below 1% and therefore cannot decline 100 or 200 basis points, yet our interest-sensitive assets are able to decline by these amounts. In the six months ended June 30, 2014 and 2013, the cost of our interest-bearing liabilities averaged 0.43% and 0.53%, respectively, and the yield on our average interest-earning assets, on a fully taxable equivalent basis, averaged 3.64% and 3.82%, respectively.

During the second quarter of 2014, the Company analyzed the assumptions used when estimating the volatility of our non-maturity deposits. As a result of this analysis, the duration of our nonmaturity deposits was determined to be 1.4 years longer than previously modeled and the repricing sensitivity was determined to 26 basis points less in a 100 basis point increase in interest rates. The impact of these updated assumptions on the June 30, 2014 sensitivity of net interest income is provided in the following table.



	Net interest income change (12 months)
	-200			-100			+100			+200
	(dollars in thousands)
June 30, 2014 - Current Assumption	$	(7,150	)	$	(3,208	)	$	13		$	1,020
June 30, 2014 - Prior Assumption	(7,287		)	(3,275		)	(881		)	(544		)
Change	137			67			894			1,564

Asset/liability models require certain assumptions be made, such as prepayment rates on earning assets and pricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon our experience, business plans and published industry experience. While management believes such assumptions to be reasonable, there can be no assurance that modeled results will approximate actual results.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

Credit Risk

First Commonwealth maintains an allowance for credit losses at a level deemed sufficient for losses inherent in the loan portfolio at the date of each statement of financial condition. Management reviews the adequacy of the allowance on a quarterly basis to ensure that the provision for credit losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is appropriate based on management’s assessment of probable estimated losses.

First Commonwealth’s methodology for assessing the appropriateness of the allowance for credit losses consists of several key elements. These elements include an assessment of individual impaired loans with a balance greater than $0.1 million, loss experience trends, delinquency and other relevant factors.

First Commonwealth also maintains a reserve for unfunded loan commitments and letters of credit based upon credit risk and probability of funding. The reserve totaled $3.1 million at June 30, 2014 and is classified in "Other liabilities" on the Condensed Consolidated Statements of Financial Condition.

Nonperforming loans include nonaccrual loans and loans classified as troubled debt restructurings. Nonaccrual loans represent loans on which interest accruals have been discontinued. Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deteriorating financial position of the borrower, who could not obtain comparable terms from alternative financing sources. In the first six months of 2014, 34 loans totaling $2.5 million were identified as troubled debt restructurings. Please refer to Note 9, “Loans and Allowance for Credit Losses,” for additional information on troubled debt restructurings.

We discontinue interest accruals on a loan when, based on current information and events, it is probable that we will be unable to fully collect principal or interest due according to the contractual terms of the loan. A loan is also placed on nonaccrual status when, based on regulatory definitions, the loan is maintained on a “cash basis” due to the weakened financial condition of the borrower. Generally, loans 90 days or more past due are placed on nonaccrual status, except for consumer loans which are placed on nonaccrual status at 150 days past due.

Nonperforming loans are closely monitored on an ongoing basis as part of our loan review and work-out process. The probable risk of loss on these loans is evaluated by comparing the loan balance to the fair value of any underlying collateral or the present value of projected future cash flows. Losses or specifically assigned allowance for loan losses are recognized where appropriate.

There was continued improvement in the majority of the Company's credit metrics during the second quarter of 2014. The allowance for credit losses was $50.7 million at June 30, 2014 or 1.17% of total loans outstanding compared to 1.27% reported at December 31, 2013 and 1.36% at June 30, 2013. General reserves as a percentage of non-impaired loans were 1.04% at June 30, 2014 compared to 1.07% at December 31, 2013 and 1.15% at June 30, 2013. Nonperforming loan balances decreased $13.1 million during the first six months of 2014. Criticized loans totaled $157.4 million at June 30, 2014 and represented 4% of the loan portfolio. The level of criticized loans decreased as of June 30, 2014 when compared to December 31, 2013, by $5.0 million, or 3%. Delinquency on accruing loans for the same period increased $4.9 million, or 37%, the majority of which are commercial real estate and residential real estate loans.

The allowance for credit losses as a percentage of nonperforming loans was 109.59% as of June 30, 2014 compared to 91.31% at December 31, 2013 and 78.60% at June 30, 2013. The amount of allowance related to nonperforming loans was determined by using fair values obtained from current appraisals and updated discounted cash flow analyses. The allowance for credit losses includes specific allocations of $6.1 million and general reserves of $44.7 million. Management believes that the allowance for credit losses is at a level deemed sufficient to absorb losses inherent in the loan portfolio at June 30, 2014.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

The following table provides information related to nonperforming assets, the allowance for credit losses and other credit-related measures:



	June 30, 2014								December 31, 2013
	2014				2013				December 31, 2013
	(dollars in thousands)
Nonperforming Loans:
Loans on nonaccrual basis	$	28,928			$	41,767			$	28,908
Troubled debt restructured loans on nonaccrual basis	6,793				17,519				16,980
Troubled debt restructured loans on accrual basis	10,566				13,811				13,495
Total nonperforming loans	$	46,287			$	73,097			$	59,383
Loans past due in excess of 90 days and still accruing	$	2,410			$	2,648			$	2,505
Other real estate owned	$	7,817			$	15,603			$	11,728
Loans outstanding at end of period	$	4,334,214			$	4,229,752			$	4,283,833
Average loans outstanding	$	4,303,278		(a)	$	4,242,800		(a)	$	4,255,593		(b)
Nonperforming loans as a percentage of total loans	1.07		%		1.73		%		1.39		%
Provision for credit losses	$	6,548		(a)	$	15,297		(a)	$	19,227		(b)
Allowance for credit losses	$	50,725			$	57,452			$	54,225
Net charge-offs	$	10,048		(a)	$	25,032		(a)	$	32,189		(b)
Net charge-offs as a percentage of average loans outstanding (annualized)	0.47		%		1.19		%		0.76		%
Provision for credit losses as a percentage of net charge-offs	65.17		%	(a)	61.11		%	(a)	59.73		%	(b)
Allowance for credit losses as a percentage of end-of-period loans outstanding	1.17		%		1.36		%		1.27		%
Allowance for credit losses as a percentage of nonperforming loans	109.59		%		78.60		%		91.31		%


(a)	For the six-month period ended.


(b)	For the twelve-month period ended.

Nonperforming loans decreased $13.1 million to $46.3 million at June 30, 2014 compared to $59.4 million at December 31, 2013. This decrease can be primarily attributed to the payoff of five nonperforming loan relationships totaling $11.6 million and the sale of three nonperforming loans totaling $0.7 million. Offsetting these decreases was the addition of a $4.3 million commercial industrial loan to an audio visual equipment distributor.

The following tables show the outstanding balances of our loan portfolio and the breakdown of net charge-offs and nonperforming loans by loan type as of and for the periods presented:



	June 30, 2014				December 31, 2013
	Amount		%		Amount		%
	(dollars in thousands)
Commercial, financial, agricultural and other	$	1,062,001	25	%	$	1,021,056	24	%
Real estate construction	100,709		2		93,289		2
Residential real estate	1,238,791		29		1,262,718		30
Commercial real estate	1,306,752		30		1,296,472		30
Loans to individuals	625,961		14		610,298		14
Total loans and leases net of unearned income	$	4,334,214	100	%	$	4,283,833	100	%

During the six months ended June 30, 2014, loans increased $50.4 million or 1% compared to balances outstanding at December 31, 2013. Loan growth was experienced in all categories, except residential real estate. Impacting commercial financial and agricultural loans as well as commercial real estate loans was the opening in early 2014 of a new commercial business center in Cleveland as well as growth in direct middle market lending and syndications in Pennsylvania and contiguous states. Loans to Individuals increased due to growth in indirect auto lending.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

The decline in the residential real estate category can be attributed to continued runoff in our mortgage portfolio since a traditional mortgage product has not been included in the loan portfolio in close to ten years. During the third quarter of 2014, the Company will expand its product line to include traditional mortgage products as it launches a new Mortgage division.

Net charge-offs for the six months ended June 30, 2014 totaled $10.0 million compared to $25.0 million for the six months ended June 30, 2013. The most significant charge-offs during the six months ended June 30, 2014 were $8.0 million recognized on two commercial loans and sixteen consumer loan relationships. During the six months ended June 30, 2013, the most significant charge-offs were a $5.3 million charge recognized on two commercial real estate loans and a $3.1 million charge-off recognized upon transfer of two loans to held for sale.



	For the Six Months Ended June 30, 2014							As of June 30, 2014
	Net Charge- offs			% of Total Net Charge-offs		Net Charge- offs as a % of Average Loans (annualized)		Nonperforming Loans		% of Total Nonperforming Loans		Nonperforming Loans as a % of Total Loans
	(dollars in thousands)
Commercial, financial, agricultural and other	$	7,438		74.02	%	0.35	%	$	25,416	54.91	%	0.59	%
Real estate construction	(41		)	(0.40	)	—		586		1.27		0.01
Residential real estate	1,412			14.05		0.07		11,042		23.85		0.25
Commercial real estate	42			0.42		—		8,902		19.23		0.21
Loans to individuals	1,197			11.91		0.05		341		0.74		0.01
Total loans, net of unearned income	$	10,048		100.00	%	0.47	%	$	46,287	100.00	%	1.07	%

As the above table illustrates, commercial, financial, agricultural and other and residential real estate loans represented a significant portion of the nonperforming loans as of June 30, 2014. See discussions related to the provision for credit losses and loans for more information.

Capital Resources

At June 30, 2014, shareholders’ equity was $724.5 million, an increase of $12.8 million from December 31, 2013. The increase was primarily the result of $24.2 million net income offset by $13.4 million of common stock repurchases, $13.2 million of dividends paid to shareholders and increases of $14.6 million in the fair value of available for sale investments. Cash dividends declared per common share were $0.14 and $0.11 for the six months ended June 30, 2014 and 2013, respectively.

First Commonwealth is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on First Commonwealth’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, First Commonwealth and its banking subsidiary must meet specific capital guidelines that involve quantitative measures of First Commonwealth’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. First Commonwealth’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

First Commonwealth maintains capital to absorb unexpected losses. In order to provide assurance that our capital levels are adequate for our risk exposure we test our capital position under several stress scenarios on a bi-annual basis. This analysis is subject to Board of Director review and approval. Our most recent capital stress test was completed in December 2013.

On July 9, 2013, federal banking agencies approved changes to the regulatory capital framework which are effective beginning on January 1, 2015, with some items phasing in over a period of time. The most significant of these changes include higher minimum capital requirements, as the minimum Tier I capital ratio increased from 4.0% to 6.0% and the establishment of a new common equity Tier I capital ratio with a minimum level of 4.5%. Additionally, the new rules improve the quality of capital by providing stricter eligibility criteria for regulatory capital instruments and provide for a phase-in, beginning January 1, 2016, of a capital conservation buffer of 2.5% of risk-weighted assets. This buffer provides a requirement to hold common equity Tier 1

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations (Continued)

capital above the minimum risk-based capital requirements. Management currently expects First Commonwealth will remain well-capitalized after the adoption of these changes.

Under current regulations, quantitative measures to ensure capital adequacy require First Commonwealth to maintain minimum amounts and ratios of Total and Tier I capital (common and certain other “core” equity capital) to risk weighted assets, and of Tier I capital to average assets. As of June 30, 2014, First Commonwealth and its banking subsidiary met all capital adequacy requirements to which they are subject.

As of June 30, 2014, First Commonwealth was considered well-capitalized under the regulatory framework for prompt corrective action. To be considered well capitalized, the Company must maintain minimum Total risk-based capital, Tier I risk-based capital and Tier I leverage ratios as set forth in the table below:



	Actual				Regulatory Minumum				Well Capitalized Regulatory
	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
	(dollars in thousands)
Total Capital to Risk Weighted Assets
First Commonwealth Financial Corporation	$	671,322	13.46	%	$	398,956	8.00	%
First Commonwealth Bank	648,257		12.98		399,460		8.00		$	499,325	10.00	%
Tier I Capital to Risk Weighted Assets
First Commonwealth Financial Corporation	$	617,501	12.38	%	$	199,478	4.00	%
First Commonwealth Bank	594,436		11.90		199,730		4.00		$	299,595	6.00	%
Tier I Capital to Average Assets
First Commonwealth Financial Corporation	$	617,501	10.19	%	$	242,494	4.00	%
First Commonwealth Bank	594,436		9.87		240,891		4.00		$	301,113	5.00	%

During the first quarter of 2014, First Commonwealth completed share repurchase programs in the amount of $25.0 million and $50.0 million which were previously announced on January 29, 2013 and June 19, 2012, respectively. On February 19, 2014, First Commonwealth's Board of Directors authorized an additional $25.0 million common stock repurchase program. As of June 30, 2014, First Commonwealth has purchased 897,052 shares at an average price of $8.47 per share under this program. Under all three share repurchase programs, First Commonwealth purchased a total of 11,707,171 shares of common stock at an average price of $7.08 per share.

On July 22, 2014, First Commonwealth Financial Corporation declared a quarterly dividend of $0.07 per share payable on August 15, 2014 to shareholders of record as of August 4, 2014. The timing and amount of future dividends are at the discretion of First Commonwealth's Board of Directors based upon, among other factors, capital levels, asset quality, liquidity and current and projected earnings.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Information appearing in Item 2 of this report under the caption “Market Risk” is incorporated by reference in response to this item.

ITEM 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.

In addition, our management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal controls over financial reporting to determine whether any changes occurred during the current fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. No such changes were identified in connection with this evaluation.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

Market Rate Savings IRA Litigation

For a description of litigation relating to the Market Rate Savings IRA product, refer to the "Legal proceedings" section in Part I, Item 1, Note 6, "Commitments and Contingent Liabilities," which is incorporated herein by reference to this item.

Other Legal Proceedings

First Commonwealth and certain of its subsidiaries have been named as defendants in various legal actions arising out of the normal course of business. In the opinion of management, the ultimate resolution of these lawsuits should not have a material adverse effect on First Commonwealth's business, consolidated financial position or results of operations. It is possible, however, that future developments could result in an unfavorable ultimate outcome for or resolution of any one or more of the lawsuits in which First Commonwealth or its subsidiaries are defendants, which may be material to First Commonwealth's results of operations for a particular quarterly reporting period. Litigation is inherently uncertain, and management cannot make assurances that First Commonwealth will prevail in any of these actions, nor can management reasonably estimate the amount of damages that First Commonwealth might incur.


ITEM 1A.	RISK FACTORS

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 19, 2012, the Company announced a share repurchase program through which the Board of Directors authorized management to repurchase up to $50.0 million of the Company’s common stock. On both January 29, 2013 and February 19, 2014, additional share repurchase programs were authorized for up to $25.0 million each in shares of the Company’s common stock. The following table details the amount of shares repurchased under this program during the second quarter of 2014:



Month Ending:	Total Number of Shares Purchased	Average Price Paid per Share (or Unit)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs*
April 30, 2014	194,046	$	8.77	194,046	2,306,712
May 31, 2014	259,371	8.44		255,644	2,053,133
June 30, 2014	64,975	8.86		64,975	1,852,644
Total	518,392	$	8.61	514,665

* Remaining number of shares approved under the Plan is based on the market value of the Company's common stock of $8.59 at April 30, 2014, $8.60 at May 31, 2014 and $9.22 at June 30, 2014.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable


ITEM 5.	OTHER INFORMATION

None

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 6. EXHIBITS



Exhibit Number	Description	Incorporated by Reference to

31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.2	Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

101	The following materials from First Commonwealth Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at June 30, 2014 and December 31, 2013, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013, (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2014 and 2013, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.	Filed herewith

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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 thereunto duly authorized.

FIRST COMMONWEALTH FINANCIAL CORPORATION

(Registrant)



DATED: August 7, 2014		/s/ T. Michael Price
		T. Michael Price President and Chief Executive Officer

DATED: August 7, 2014		/s/ James R. Reske
		James R. Reske Executive Vice President and Chief Financial Officer