8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2009

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-11138	25-1428528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 North Sixth Street, Indiana, PA	15701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (724) 349-7220

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01 Regulation FD Disclosure.

John J. Dolan, President and Chief Executive Officer of First Commonwealth Financial Corporation (the “Company”), Edward J. Lipkus, III, Executive Vice President and Chief Financial Officer of the Company, and T. Michael Price, President of First Commonwealth Bank, will speak at the 2009 Regional Bank Conference sponsored by Keefe, Bruyette & Woods on Wednesday, March 4, 2008 at 4:00 p.m. (Eastern Time), in Boston, Massachusetts. Copies of the slides that Messrs. Dolan, Lipkus and Price will utilize in their presentation are furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Number	Description
99.1	Slide Presentation for March 4, 2009 Presentation by John J. Dolan, Edward J. Lipkus, III, and T. Michael Price

SIGNATURES

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

Dated: March 4, 2009

FIRST COMMONWEALTH FINANCIAL CORPORATION
By:	/s/     Edward J. Lipkus, III
Name:	Edward J. Lipkus, III
Title:	Executive Vice President and Chief Financial Officer

EX-99.1

KBW Regional Bank Conference

Investor Presentation

John J. Dolan

President and CEO

Edward J. Lipkus, III

Executive V.P. and CFO

T. Michael Price

Bank President

Exhibit 99.1

Forward-Looking Statements

This

presentation

will

contain

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act of

1995.  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts

and

often

include

words

such

as

“believe,”

“expect,”

“anticipate,”

“intend,”

“plan,”

“estimate”

or

words

of

similar

meaning,

or

future

or

conditional

verbs

such

as

“will,”

“would,”

“should,”

“could”

or

“may.”

Forward-looking

statements

describe

First

Commonwealth’s future plans, strategies and expectations. These plans, strategies and expectations are based on

assumptions and involve risks and uncertainties, many of which are beyond the control of First Commonwealth and which

may cause actual results, performance or achievements to differ materially from the results, performance or achievements

contemplated

by

the

forward-looking

statements.

Such

risks

and

uncertainties

include,

among

other

things:

Deepened or prolonged weakness in economic and business conditions, nationally and in First Commonwealth’s market

areas, which could increase credit-related losses and expenses and limit growth

Further declines in the market value of investment securities that are considered to be other-than-temporary, which would

negatively impact First Commonwealth’s earnings and capital levels

Increases in defaults by borrowers and other delinquencies, which could result in an increased provision for credit losses

on loans and related expenses

Reduced

wholesale

funding

capacity

or

higher

borrowing

costs

due

to

capital

constraints

at

the

Federal

Home

Loan

Bank,

which would reduce First Commonwealth’s liquidity and negatively impact earnings and net interest margin

Fluctuations in interest rates and market prices, which could reduce net interest margin and asset valuations and increase

expenses

Changes in legislative or regulatory requirements applicable to First Commonwealth and its subsidiaries, which could

increase costs, limit certain operations and adversely affect results of operations

The inability to successfully execute First Commonwealth’s strategic growth initiatives, which could limit future revenue

and earnings growth and other risks and uncertainties described in First Commonwealth’s reports filed with the Securities

and

Exchange

Commission,

including

its

most

recent

Annual

Report

on

Form

10-K.

Forward-looking statements speak only as of the date on which they are made. First Commonwealth undertakes no obligation

to

update

any

forward-looking

statements

to

reflect

circumstances

or

events

that

occur

after

the

date

of

this

presentation.

2

Today’s Agenda

Who is First Commonwealth?

Winning Through Execution and Accountability

Financials

Conclusion

3

th

Company Overview

Branch Franchise

Overview

Pennsylvania’s 6

Largest Bank

Headquartered in Indiana, PA

114 Branches

Assets: $6,426 million

Net Loans: $4,366 million

Deposits: $4,280 million

Tangible Equity: $483 million

Market Cap: ~ $700 million               

(as of 02/27/2009)

Information as of December 31, 2008,  except  market  cap

Cumberland

Westmoreland

Bedford

Elk

Jefferson

Clearfield

Cambria

Blair

Greene

Somerset

Cameron

Venango

Clarion

Beaver

Allegheny

Fayette

Indiana

Lawrence

Butler

Washington

Adams

Armstrong

Centre

Clinton

Forest

Franklin

Fulton

Huntingdon

Juniata

L

Mercer

Mifflin

Perry

S

U

Pittsburgh

4

What Differentiates First Commonwealth?

Strong Capital Position

successful common equity capital raise in 4Q08

chose not to participate in the TARP

ability to focus on market opportunities

6.9%

6.8%

6.2%

6.0%

7.7%

Q4 2007

Q1 2008

Q2 2008

Q3 2008

Q4 2008

Tangible Common Equity Ratio

Source:  SNL Financial

5

What Differentiates First Commonwealth?

Improving Fundamentals

-

foundation for sustainable growth

Historical Legacy of Conservative Lending Practices

-

relationship driven lender 

-

no sub-prime

-

stable footprint

-

conservative investment portfolio

Market Opportunities

-

PNC / NCC acquisition

-

small business

6

Market Opportunities

(1)

Pro-forma market share, except PNC –

NCC

(2)

Excludes all branches with deposits greater than $500 million

Branch data as of June 30, 2008

Rank

Institution

Branches

Deposits

($M)

(2)

Market

Share

(%)

1

National City Corp. (OH)

109

6,938

22.2%

2

PNC Financial Services Group (PA)

80

6,544

20.9%

3

Royal Bank of Scotland Group

99

4,611

14.7%

4

Dollar Bank FSB (PA)

27

2,606

8.3%

5

First Commonwealth Financial (PA)

42

1,196

3.8%

6

Huntington Bancshares Inc. (OH)

26

1,131

3.6%

7

F.N.B. Corp. (PA)

32

727

2.3%

8

Northwest Bancorp, Inc. (MHC) (PA)

27

912

2.9%

9

Parkvale Financial Corp. (PA)

30

897

2.9%

10

S&T Bancorp, Inc. (PA)

14

608

1.9%

Totals (1-10)

486

26,169

83.7%

Totals (All)

620

31,264

100.0%

Source:  SNL Financial

7

Dampened competitive environment as larger financial institutions focus

internally

Large bank competitors include PNC / National City, RBS Citizens, Fifth Third and M&T

Enabling strategic hires at all levels

New business being booked at higher spreads / better credit quality

Meanwhile, First Commonwealth retains the scale to compete “above” smaller

institutions that have same “community bank” feel but narrower product /

service capabilities

Allegheny, Butler and Washington Counties  

(1)

Focus on Optimizing Each Area of Business

Accountability at every level of the organization

Aligned scorecards with shareholder value

Weekly accountability around activities and performance

Building brand awareness

Measuring and tracking brand recognition

Disciplined approach to direct mail

De novo strategy complements this effort

Good momentum in retail banking

Expanding and aligning incentives

Building sales capacity

Hands-on leadership style

Progress in small business arena

Leveraging Strengths in Commercial Banking

Several strategic hires over the past two years

Building out cash management and other fee based businesses

8

$1,796

$1,889

$1,996

$2,707

$1,740

$1,828

$1,895

$1,702

$1,711

$1,775

$0

$800

$1,600

$2,400

$3,200

$4,000

$4,800

2004

2005

2006

2007

2008

Commercial

Consumer

Strong Loan Growth

Total Loans ($ millions)

$3,515

$3,624

$3,784

$3,698

$4,418

2008

loan

portfolio

increase

of

$720

million

(19.5

percent)

with

the

same

conservative

lending

standards

Growth primarily due to capitalizing on commercial lending opportunities

Successful consumer loan campaigns

Note:

Commercial loans include small business loans, which as of

December 31, 2008 totaled $386 million

9

Credit Quality Has Remained Stable

NPAs / Loans + OREO

Reserves / Loans

Increase in Nonperforming Assets during 2007 primarily due to a single commercial relationship

NCOs / Average Loans

0.36%

0.36%

0.36%

1.53%

1.34%

0.00%

1.00%

2.00%

3.00%

4.00%

2004

2005

2006

2007

2008

0.29%

0.28%

0.24%

0.28%

0.31%

0.00%

0.40%

0.80%

1.20%

2004

2005

2006

2007

2008

1.17%

1.09%

1.13%

1.15%

1.19%

0.50%

0.75%

1.00%

1.25%

1.50%

2004

2005

2006

2007

2008

10

Strong Market Essentials

Western

Pennsylvania

has

remained

free

of

the

“boom”

and

“bust”

cycles

of

other

markets

The

local

economy

and

housing

markets

continue

to

exhibit

slow

–

but

stable

–

growth

Moody’s ranks Pittsburgh’s CRE market as the strongest in the nation

During the past two recessionary periods, Pittsburgh’s unemployment level fared better

than the national average

1

Home Price and Employment data as of December 31, 2008

Source:  Federal Housing Finance Agency

Pennsylvania Department of Labor and Industry

Pittsburgh, PA

U.S.

Employment Growth (Y/Y)

Home Price Appreciation  (Y/Y)

(1)

Pittsburgh MSA

Indiana MSA

Johnstown MSA

Altoona MSA

11

-

8.2%

1.0%

0.2%

-2.0%

U.S.

Commercial Lending Momentum

$1,911

$2,707

$2,411

$2,204

$1,996

$2,465

$1,500

$1,775

$2,050

$2,325

$2,600

$2,875

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

Q4 2008

$711 mm

growth

Note:

Commercial loans include small business loans, which as of

December 31, 2008 totaled $386 million

Commercial Loans ($ millions)

12

$711 million or 36% (Y/Y) growth reflects higher spreads and better credit

quality vs. existing portfolio

Current dislocation in markets is yielding many opportunities to continue this

momentum

+ $271 mm

in one year

% of total

deposits    50%         

57%

Improving Deposit Mix

$2,370

$2,167

$2,229

$2,352

$2,438

$2,165

$1,500

$1,700

$1,900

$2,100

$2,300

$2,500

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

Q4 2008

Deposit Mix ($ millions)

Transaction and Savings Deposit Growth ($ millions)

Market conditions and

improved retail banking

strategy have facilitated core

deposit growth

Realizing progress from retail

banking initiatives, combined

with the benefit of a weakened

competitive landscape

Simultaneously managing

down time deposit costs from

single-service households

14%                                    29%                  

44%                      

13%

19%                                           31%       

38%         

12%

13

Jumbo CD's

827

Jumbo CD's

583

Retail CD's

1,353

Retail CD's

1,259

Interest-bearing DDA

& Savings

1,644

Interest-bearing DDA

& Savings

1,871

Non

Interest-bearing

523

Non

Interest-bearing

567

2007

2008

% of Oper.

Revenue       20.7%                                             

22.4%

Growing Fee Income Businesses

Total Noninterest Income ($ millions)

(1)

First Commonwealth’s

Wealth Management

business has experienced

a 13.2% Y / Y increase in

fee income

Along with increased

interchange and insurance

commissions, noninterest

income has grown to

represent over 22%

of

operating revenue

Slowing market

fundamentals is creating

headwinds

Overdraft / NSF’s

A.U.M.

(1) Excludes net securities gains/losses and non-recurring revenue

$43.6

$46.1

$43.6

$47.7

$54.3

$20

$30

$40

$50

$60

2004

2005

2006

2007

2008

14

Avoided Certain Industry Pitfalls

Same conservative lending standards during entire credit cycle

Residential mortgage portfolio free of Subprime, Alt-A and other troubled

categories

Over 85% of commercial loan portfolio is in Pennsylvania

No exposure to GSE preferred securities and private label CMO and MBS

categories

Loan Portfolio

Securities Portfolio

Data as of December 31, 2008

15

4%

2%

7%

18%

5%

64%

U.S. Agency

Tax-Free / Tax Municipals

Pooled Trust Preferred

Single Issue Trust Preferred

Agency MBS, CMO's

Equity Securities

11%

23%

9%

29%

28%

`

Real Estate -

Commercial

Real Estate -

Construction

Commercial, Financial, Agricultural & Other

Real Estate -

Residential

Loans to Individuals

Trust Preferred Securities

Pre TSL VII is the only pool

with $0 remaining in the

projected excess

subordination (2008 OTTI

charges were $9 million)

Excess subordinations

range from 0.0% -

115.5%

of original collateral

Book

Fair

Deal

Class

Value

Value

Pre TSL I

Senior

3,841

$      

4,212

$      

371

$           

Pre TSL IV

Mezzanine

1,830

905

(925)

$          

Pre TSL V

Mezzanine

620

289

(331)

$          

Pre TSLVI

Mezzanine

388

207

(181)

$          

Pre TSL VII

Mezzanine

3,987

3,987

-

$                 

Pre TSLVIII

Mezzanine

5,980

2,272

(3,708)

$       

Pre TSL IX

Mezzanine

3,000

1,194

(1,806)

$       

Pre TSL X

Mezzanine

4,000

1,572

(2,428)

$       

Pre TSL XII

Mezzanine

10,000

3,878

(6,122)

$       

Pre TSL XIII

Mezzanine

17,540

6,881

(10,659)

$     

Pre TSL XIV

Mezzanine

16,047

6,112

(9,935)

$       

MMCap I

Senior

8,838

7,010

(1,828)

$       

MMCap I

Mezzanine

1,065

541

(524)

$          

MM Cap IX

Mezzanine

20,000

8,020

(11,980)

$     

Total

97,136

$    

47,080

$    

(50,056)

$     

Unrealized

Loss

($ thousands, 12/31/08)

Pooled Trust Preferred Securites - Tranche Detail

16

0.97%

0.95%

0.87%

0.78%

0.83%

0.60%

0.70%

0.80%

0.90%

1.00%

2004

2005

2006

2007

2008

11.44%

11.04%

9.63%

7.94%

8.88%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

2004

2005

2006

2007

2008

Improving Profitability

Return on Assets

Return on Equity

(1)

ROA and ROE are based on core earnings result

(1)

(1)

17

Expanding Net Interest Margin

The recent shifts in loan and deposit mix has helped meaningfully expand net

interest margin

Have always fundamentally relied on margin to drive earnings

3.30%

3.28%

3.31%

3.34%

3.57%

3.0%

3.1%

3.2%

3.3%

3.4%

3.5%

3.6%

2004Y

2005Y

2006Y

2007Y

2008Y

Net Interest Margin

18

Revenue Growth

Operating Revenue ($ millions)

$210.9

$219.5

$210.5

$209.1

$242.9

$190

$200

$210

$220

$230

$240

$250

2004

2005

2006

2007

2008

19

Conclusion

Capitalizing on opportunities in the current operating environment

Disruptions in our footprint create numerous opportunities

Execution is beginning to produce tangible results

Strong

momentum

in

“the

basics”

of

consumer

banking

and

commercial

lending

Free from many of the handcuffs plaguing other banking organizations

20

First Commonwealth Financial Corporation

Member NYSE: FCF

Old Courthouse Square

22 North Sixth Street

Indiana, Pennsylvania  15701

For More Information Contact:

Edward J. Lipkus III, Executive Vice President and Chief Financial Officer

First Commonwealth Financial Corporation

(724) 349-7220

21

Appendix

22

Peer Comparisons

23.3%

-51.7%

3.9%

1 Year Total Return

First

Commonwealth

TARP

Participants

Regional

Peers

As of December 31, 2008

Source: SNL Financial

23

Peer Comparisons (1/2)

Source:  SNL Financial

24

40.8%

43.8%

48.6%

50.1%

43.0%

20%

25%

30%

35%

40%

45%

50%

55%

60%

65%

2004

2005

2006

2007

2008

First Commonwealth Financial Corp.

Peer Average

Percentile (25th)

Pecentile

(75th)

Time Deposits / Total Deposits

Peer Comparisons (2/2)

Source:  SNL Financial

25

DDA & Savings / Total Deposits

59.2%

56.3%

51.5%

49.9%

57.0%

40%

45%

50%

55%

60%

65%

70%

2004

2005

2006

2007

2008

First Commonwealth Financial Corp.

Peer Average

Percentile (25th)

Pecentile

(75th)

Peer Comparisons

Regional Bank Peer Group

Community Bank System, Inc.

CBU

F.N.B. Corporation

FNB

First Financial Bancorp.

FFBC

FirstMerit Corporation

FMER

Fulton Financial Corporation

FULT

Harleysville National Corporation

HNBC

National Penn Bancshares, Inc.

NPBC

NBT Bancorp Inc.

NBTB

Park National Corporation

PRK

Provident Bankshares Corporation

PBKS

S&T Bancorp, Inc.

STBA

Sun Bancorp, Inc.

SNBC

Susquehanna Bancshares, Inc.

SUSQ

United Bankshares, Inc.

UBSI

WesBanco, Inc.

WSBC

26

Shared National Credits

Note:

These balances include $104.5 million of loans that were

granted to SNC clients since the last SNC examination report as

of May 5, 2008.

27

Balance

Non-

Performing

Specific Loan

Loss Reserve

Pennsylvania

Real Estate-Commercial

$

0

$

0

$

0

Real Estate-Construction

0

0

0

Other Secured

147,183

0

0

Unsecured

71,516

0

0

Total

$

218,699

$

0

$

0

Florida

Real Estate-Commercial

$

0

$

0

$

0

Real Estate-Construction

24,277

6,800

5,300

Other Secured

0

0

0

Unsecured

19,119

0

0

Total

$

43,396

$

6,800

$

5,300

Other

Real Estate-Commercial

$

5,000

$

0

$

0

Real Estate-Construction

36,880

5,015

2,446

Other Secured

43,955

0

0

Unsecured

10,000

0

0

Total

$

95,835

$

5,015

$

2,446

Grand Total

$

357,930

$

11,815

$

7,746

(dollars in thousands)

Shared National Credits (SNC)

Reconciliation of GAAP to Non-GAAP

28

GAAP non-interest income

Less: net securities (losses) gains

Less: gain on sale of branches

Core non-interest income

GAAP net income

Less: net securities (losses) gains (after tax)

Less: gain on sale of branches (after tax)

Add: merger and related expenses (after tax)

Add: (Gain) loss on extinguishment of debt (after tax)

Add: restructuring charges (after tax)

Add: low income housing partnership impairment (after tax)

Core net income

2004

2005

2006

2007

2008

$47,649

$50,225

$44,247

$48,870

$42,831

4,077

(7,673)

697

1,174

(11,494)

11,832

$43,572

$46,066

$43,550

$47,696

$54,325

38,652

57,836

52,954

46,250

43,087

2,650

(4,987)

453

763

(7,471)

7,691

1,381

19,172

(267)

3,534

784

$56,555

$58,666

$52,234

$45,487

$51,342

Reconciliation of GAAP to Non-GAAP

(dollars in thousands, except share data)

For the Year Ended

Notes

29