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): July 27, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 27, 2009, First Commonwealth Financial Corporation (the “Company”) issued a press release announcing its earnings for the three and six month periods ended June 30, 2009. A copy of this press release and the related earnings tables are furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 7.01 REGULATION FD DISCLOSURE

Dividend Declaration

On July 27, 2009, the Company issued a press release announcing the declaration of a cash dividend of $0.03 per share of the Company’s common stock. The amount of the dividend represents a reduction from the prior quarterly dividend of $0.12 per share. A copy of the press release is furnished with this report as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1	Press Release announcing Second Quarter 2009 Earnings
99.2	Press Release announcing Declaration of Quarterly Cash Dividend

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: July 27, 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

Exhibit 99.1

*** NEWS RELEASE ***

TO:	All Area News Agencies
FROM:	First Commonwealth
	Financial Corporation
DATE:	July 27, 2009

First Commonwealth Announces Second Quarter 2009 Financial Results

Net Loss of $18.6 Million Due to Increase in Provision for Credit Losses

and Other-Than-Temporary Impairment Charges

Indiana, PA., July 27, 2009 - First Commonwealth Financial Corporation (NYSE: FCF), the holding company for First Commonwealth Bank, announced today financial results for the second quarter ended June 30, 2009.

Second Quarter Results

First Commonwealth reported a second quarter 2009 net loss of $18.6 million, or $(0.22) per diluted share compared to net income of $12.9 million, or $0.18 per diluted share in the second quarter of 2008 as a result of a $42.9 million ($27.9 million after tax) increase in the provision for credit losses as well as an increase of $8.2 million ($5.3 million after tax) in other-than-temporary impairment charges. The higher provision was primarily related to deterioration in economic conditions outside of Pennsylvania and the resulting impact on out of state commercial construction credits. The other-than-temporary impairment charges were primarily related to the credit deterioration of the company’s pooled trust preferred collateralized debt obligations.

Second quarter 2009 annualized return on average equity and average assets was (11.34)% and (1.16)%, respectively, compared to 9.03% and 0.84% for the same period last year.

Developments during the second quarter included:

• Core bank operating results increased from March 31, 2009:

• Total loans increased $79.4 million.

• Low cost (demand and savings) deposits increased $222.9 million.

• Net interest income increased $889 thousand.

• Net interest margin rose one basis point.

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• Non-accrual loans increased $52.2 million.

• The company recorded impairment losses of $8.8 million ($5.7 million after tax) relating to trust preferred collateralized debt obligations and bank equity securities.

• FDIC insurance costs increased $4.7 million from the second quarter of 2008.

Total nonperforming loans increased $52.7 million during the second quarter 2009 to $81.9 million, or 1.81% of total loans as of June 30, 2009. Significant additions to nonperforming loans include the following which are Shared National Credits that were downgraded during the second quarter of 2009:

• A $20.8 million real estate construction loan in Kissimmee, Florida for condominiums. This project is approximately 60% complete. A $10.0 million specific reserve has been allocated to the allowance.

• A $9.2 million commercial and industrial loan in Ohio. Cash flow and weakened real estate prices have created financial issues for this borrower. A $6.7 million specific reserve has been allocated to the allowance.

• A $6.2 million real estate construction loan in Ohio for senior housing/independent living. This project is approximately 80% complete. Declines in real estate prices have caused financial issues for the borrower. A $3.9 million specific reserve has been allocated to the allowance of which $2.9 million was charged off.

“We are disappointed in our financial results this quarter,” said John J. Dolan, President and CEO. “We are increasing our allowance for credit losses to address issues pertaining to our commercial real estate construction portfolio for credits primarily outside of Pennsylvania that were originated prior to 2008, which was near the top of the market. Currently, these out of Pennsylvania real estate construction credits account for less than 5% of our total loan portfolio or approximately 8% of the total commercial loan portfolio. We believe these actions are prudent during this distressed economic period. At the same time, our capital ratios are strong, allowing us to work through this difficult environment.”

Dolan commented, “We continue to capitalize on significant opportunities in both consumer and commercial markets. We are pleased with our growth in loans, low cost deposits and households.”

Average diluted shares in the second quarter 2009 were 16.3% greater than the comparable quarter in 2008 primarily due to the issuance of 11.5 million shares of common stock from our capital raise completed on November 5, 2008.

Net Interest Income and Margin

Net interest income increased $4.6 million, or 9.7%, in the second quarter of 2009 from the second quarter of 2008. The increase was a result of both growth in earning assets and a decline in the cost of interest-bearing liabilities.

The net interest margin on a tax equivalent basis for the second quarter 2009 increased 19 basis points to 3.73% compared with 3.54% in the corresponding period last year. The increase in our

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net interest margin can be attributed to increased loan volume and declines in the cost of interest-bearing liabilities exceeding the declines in yields on total interest-earning assets. The decrease in the cost of interest-bearing liabilities can be attributed to lower interest rates, combined with a shift in the mix of our liabilities to low cost deposits and short-term borrowings from time deposits and long-term debt.

Management continued to supplement time deposit growth with wholesale borrowing due to the significant spread between wholesale borrowing costs and rates paid on time deposits. In the second quarter of 2009 compared to the second quarter of 2008, average time deposits decreased $261.3 million or 12.9% which were offset with increases in lower costing transaction and savings deposits. Average noninterest-bearing demand deposits increased $46.5 million, or 8.6%, and average interest-bearing demand deposits and savings deposits increased $301.4 million, or 17.3%.

Average interest-earning assets were $180.4 million, or 3.2%, higher in the second quarter of 2009 compared to the second quarter of 2008, driven by an increase in average loans of $463.7 million, or 11.5%. This loan growth was funded by investment run-off and deposit and short-term borrowings growth. Average investment securities decreased $283.4 million and average short-term borrowings, or wholesale borrowings, increased $293.0 million. A portion of the increase in average short-term borrowings was also due to refinancing $190.0 million of longer term Federal Home Loan Bank advances in the fourth quarter of 2008. These advances were due to mature in the first seven months of 2009 and were replaced with lower costing overnight borrowings.

Non-Interest Income

Non-interest income decreased $6.4 million, or 48.7%, in the second quarter of 2009 compared to the same period last year. This decrease was primarily due to higher credit related other-than-temporary impairment losses of $7.7 million on trust preferred collateralized debt obligations and $537 thousand on bank equity securities.

Other operating income increased $2.5 million primarily due to a $2.1 million gain from a favorable legal settlement on a claim for professional negligence. Insurance and retail brokerage commissions rose $362 thousand, or 26.0%, as a result of higher sales due to additional producers and an enhanced calling program. These were offset by declines of $412 thousand in income from bank owned life insurance, $387 thousand in trust income and $380 thousand in service charges on deposit accounts. The decline in income from bank owned life insurance was the result of lower crediting rates. Trust income declined due to lower market values of assets under management while the decrease in service charges on deposit accounts was the result of lower overdraft activity.

Non-Interest Expense

Non-interest expense increased $6.5 million, or 16.6%, for the second quarter of 2009 from the second quarter of 2008 primarily due to higher FDIC insurance costs, other operating expenses and salaries and employee benefits. FDIC insurance costs rose $4.7 million driven by premium increases and the special assessment of $2.9 million. Other operating expenses increased $1.3

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million primarily related to collection and repossession costs associated with the two loans that were transferred to other real estate owned in the first quarter of 2009. Salaries and employee benefits increased $653 thousand, or 3.2%, due in large part to annual merit increases and an increase in the number of employees due to new branch offices.

Credit Quality and Provision for Credit Losses

For the quarter ending June 30, 2009, nonperforming loans increased $52.7 million to $81.9 million from March 31, 2009. Net charge-offs were $6.7 million in the second quarter 2009 compared to $2.5 million in the same period in 2008. The increase in quarterly net charge-offs was primarily due to two commercial construction loans that are Shared National Credits (SNC). These charge-offs are a result of management’s internal review of these credits and were substantiated by the SNC June 2009 annual review. Nonperforming loans as a percentage of total loans increased from 0.65% at March 31, 2009 to 1.81% at June 30, 2009.

Loans past due in excess of 90 days and still accruing at June 30, 2009 decreased $2.6 million to $15.0 million compared to March 31, 2009 mainly due to migration to nonperforming status.

The provision for credit losses for the second quarter of 2009 increased $42.9 million compared to the second quarter of 2008. The allowance for credit losses as a percentage of total loans increased and the allowance for credit losses as a percentage of nonperforming loans increased to 1.83% and 101.38%, respectively, at June 30, 2009, from 1.08% and 87.18% at June 30, 2008. The bank continues to monitor and take appropriate actions for the deterioration in the commercial construction participation loans closely tied to the residential housing industry and the hospitality and recreation sector. The increase in the second quarter can be attributed to the following:

• Softening of the housing market for a senior housing/independent living facility

• Protracted build-out of a condominium project

• Deterioration in market conditions in Florida real estate

• Under-performing indoor waterpark/hotel

Income Tax

The provision for income taxes for the second quarter of 2009 decreased $19.6 million from the same period in 2008 primarily due to the decrease in income before taxes partly offset by a decline in nontaxable income and tax credits. First Commonwealth’s effective tax rate was 47.4% for the tax benefit in the second quarter of 2009 compared to 18.1% for the tax expense in the comparable quarter in 2008. The effective tax rate in the second quarter 2009 reflects the negative income before taxes, permanent differences and tax credits. Nontaxable income and tax credits had a greater impact on the effective tax rate during the second quarter of 2009 due to the second quarter 2009 pretax loss compared to pretax income in the second quarter of 2008.

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Single Issue Trust Preferred Securities, Subordinated Debentures and Trust Preferred Collateralized Debt Obligations

First Commonwealth’s investment portfolio includes single issue trust preferred securities, subordinated debentures and trust preferred collateralized debt obligations.

As of June 30, 2009, our single issue portfolio consists of 18 issues with a book value of $22.8 million and an estimated fair value of $16.4 million, while the book value of the three subordinated debentures totaled $1.2 million with an estimated fair value of $1.1 million. The single issues and subordinated debentures are issued primarily from money center and large regional banks.

Our pooled trust preferred collateralized debt obligations consist of 14 securities comprised of 376 banks and other financial institutions. Two of our pooled securities are senior tranches and the remainder are mezzanine tranches. As of June 30, 2009, the book value of our pooled securities totaled $87.2 million with an estimated fair value of $38.3 million. In the second quarter of 2009, a $7.7 million other-than-temporary impairment charge was recorded on eight trust preferred collateralized debt obligations that are expected to experience a principal shortfall. The amount of impairment charge recognized represents the expected credit loss on these securities. Additional detail related to our pooled trust preferred securities is provided in the Consolidated Selected Financial Data portion of this press release.

Based on management’s valuation analysis as of June 30, 2009, all of the single issues and subordinated debentures and the remainder of the trust preferred collateralized debt obligations are expected to return 100% of their principal and interest. However, additional bank failures or interest deferrals and defaults could result in additional other-than-temporary impairment charges.

In connection with a review of our Annual Report on Form 10-K for the year ended December 31, 2008 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, the staff of the Securities and Exchange Commission (SEC) recently advised us that they believe that certain events that occurred subsequent to December 31, 2008 but prior to the filing of our Annual Report should have been considered in our impairment analysis for trust preferred collateralized debt obligations as of December 31, 2008 and asked us to provide an analysis to the SEC if we believe the impact of those events is not material to our financial statements for the periods ending December 31, 2008 and March 31, 2009. Specifically, the events relate to a cease and desist order issued on February 17, 2009 against a company with securities in two of our trust preferred pools and an announcement on February 20, 2009 by a company with securities in six of our pools that it would defer interest payments under its trust preferred securities beginning in April 2009 unless it received approval to participate in the Treasury Department’s Capital Purchase Program in which event it expected to pay all the deferred amounts out of its then existing funds. We are currently evaluating the SEC’s comment and the appropriateness and impact of considering these events in our impairment analysis as of December 31, 2008.

Year-to-Date Results

Net income for the six months ended June 30, 2009 was a loss of $16.9 million, or $(0.20) per diluted share compared to net income of $24.0 million, or $0.33 per diluted share in the same period last year. The decrease was due to the $48.0 million ($31.2 million after tax) increase in the provision for credit losses and an $18.1 million ($11.8 million after tax) increase in other-than-temporary impairment losses primarily related to our trust preferred collateralized debt obligations.

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Year-to-date June 30, 2009 annualized return on average equity and average assets was (5.17)% and (0.53)%, respectively compared to 8.38% and 0.79% for the same period last year.

Net Interest Income and Margin

Net interest income for the six months ended June 30, 2009 increased $14.1 million, or 16.0%, from the comparable period in 2008. The increase was a result of both growth in earning assets and a decline in the cost of interest-bearing liabilities.

The net interest margin for the six months ended June 30, 2009 increased 31 basis points to 3.72% compared with 3.41% in the corresponding period last year. The increase in net interest margin is attributable to increased loan volume and decreases in the cost of interest-bearing liabilities exceeding the declines in yields on total interest-earning assets. The decrease in the cost of interest-bearing liabilities is the result of lower interest rates, combined with a shift in the mix of our liabilities to low cost deposits and short-term borrowings from time deposits and long-term debt. In the first six months of 2009 compared to the corresponding period in 2008, average time deposits declined $299.7 million, or 14.3%, which were offset with increases in lower costing transaction and savings accounts. Average noninterest-bearing demand deposits increased $48.5 million, or 9.2%, and average interest-bearing demand deposits and savings deposits increased $270.3 million, or 15.9%.

Average interest-earning assets were $286.3 million, or 5.1% higher in the six months ended June 30, 2009 compared to the same period in 2008, primarily from an increase in average loans of $544.4 million, or 13.8%. The increase in loans was funded by investment run-off, and deposit and short-term borrowings growth. Average investment securities declined $258.3 million while average deposits increased $19.1 million and average short-term borrowings rose $466.2 million.

Non-Interest Income

Non-interest income decreased $17.1 million in the six months ended June 30, 2009 compared to the same period in 2008. The decline was primarily due to increased credit related other-than-temporary impairment losses of $16.1 million on trust preferred collateralized debt obligations and $2.0 million on bank equity securities. Service charges on deposit accounts declined $968 thousand due to lower overdraft activity. Trust income decreased $832 thousand as a result of lower market values of assets under management. Income from bank owned life insurance decreased $761 thousand due to lower crediting rates. These were partially offset by the $3.0 million increase in other operating income due to a $2.1 million gain on a favorable legal settlement on a claim for professional negligence. Also, insurance and retail brokerage commissions increased $701 thousand as a result of higher sales due to additional producers and an enhanced calling program.

During the first quarter, First Commonwealth early adopted FSP FAS 115-2 and FAS 124-2 which required that $9.9 million in credit related other-than-temporary impairment be recognized in earnings while noncredit-related other-than-temporary impairment on securities not expected to be sold be recognized in other comprehensive income (“OCI”).

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In accordance with the new accounting guidance, the noncredit-related portion of other-than-temporary impairment losses previously recognized in earnings during 2008 was reclassified as a cumulative effect adjustment that increased retained earnings and decreased accumulated OCI. Of the $13.0 million in other-than-temporary impairment charges recognized in 2008, $6.5 million related to noncredit-related impairment. Therefore, the cumulative effect adjustment to retained earnings totaled $6.5 million or $4.2 million, net of tax.

Non-Interest Expense

Non-interest expense for the six months ended June 30, 2009 increased $10.9 million, or 14.1%, from the corresponding period in 2008 primarily due to higher FDIC insurance costs, salaries and employee benefits, and other operating expenses. FDIC insurance costs rose $6.1 million mainly from premium increases and the special assessment of $2.9 million. Salaries and employee benefits increased $2.8 million, or 6.9%. Salaries increased $1.6 million, or 5.1%, as a result of annual merit increases and an increase in the number of employees due to new branch offices and enhancing the consumer infrastructure for small business banking and retail brokerage. Employee benefits increased $1.2 million, or 12.9%, primarily due to higher health and 401(k) expenses. Other operating expenses rose $2.2 million, or 13.0%, primarily as a result of collection and repossession costs associated with the two loans that were transferred to other real estate owned in the first quarter of 2009.

Provision for Credit Losses

The provision for credit loss for the six months ended June 30, 2009 increased $48.0 million from the comparable period in 2008 due to the deterioration in current economic conditions surrounding industries closely linked to the residential housing, hospitality and recreation markets out of Pennsylvania. Please refer to the Credit Quality and Provision for Credit Losses section above for further detail.

Income Tax

The provision for income taxes decreased $20.9 million for year-to-date 2009 from the comparable period in 2008 due to the $61.9 million decline in income before taxes. The effective tax rate was 49.7% for the tax benefit in the six months ended June 30, 2009 compared to 15.0% for the tax expense in the same period in 2008. Nontaxable income and tax credits had a greater impact on the effective tax rate for the six months ended June 30, 2009 due to the 2009 pretax loss compared to pretax income for the six months ended June 30, 2008.

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About First Commonwealth Financial Corporation

First Commonwealth Financial Corporation is a $6.4 billion financial holding company headquartered in Indiana, Pennsylvania. It operates 115 retail branch offices in 15 counties in western and central Pennsylvania through First Commonwealth Bank, a Pennsylvania chartered bank and trust company. Financial services and insurance products are also provided through First Commonwealth Insurance Agency and First Commonwealth Financial Advisors, Inc.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the adequacy of First Commonwealth’s allowance for credit losses, liquidity and capital; and expected future cash flows from investments in trust preferred collateralized debt obligations. 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; 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 the forward-looking statements are made.

CONTACT: First Commonwealth Financial Corporation

Investor Relations: Edward J. Lipkus III, Executive Vice President and Chief Financial Officer 724-349-7220

Media: Susie Barbour, Communications & Media Relations Supervisor 724-463-5618

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FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

(dollars in thousands, except share data)

	For the Quarter Ended															For the Six Months Ended
	June 30, 2009			March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008			June 30, 2009			June 30, 2008
Interest Income
Interest and fees on loans	$	57,793		$	58,275		$	64,580		$	62,285		$	62,614		$	116,068		$	124,681
Interest and dividends on investments:
Taxable interest		13,177			13,708			14,434			15,013			15,578			26,885			31,109
Interest exempt from Federal income taxes		2,660			2,894			3,025			3,176			3,347			5,554			6,942
Dividends		89			63			389			663			678			152			1,287
Interest on Federal funds sold		0			0			0			0			2			0			2
Interest on bank deposits		1			1			1			2			2			2			7
Total interest income		73,720			74,941			82,429			81,139			82,221			148,661			164,028
Interest Expense
Interest on deposits		17,874			19,576			22,045			23,069			25,370			37,450			56,403
Interest on short-term borrowings		1,133			1,347			2,238			4,634			4,251			2,480			7,956
Interest on subordinated debentures		1,559			1,766			1,908			1,870			1,878			3,325			3,789
Interest on other long-term debt		1,666			1,653			3,582			3,639			3,791			3,319			7,865
Total interest on long-term debt		3,225			3,419			5,490			5,509			5,669			6,644			11,654
Total interest expense		22,232			24,342			29,773			33,212			35,290			46,574			76,013
Net Interest Income		51,488			50,599			52,656			47,927			46,931			102,087			88,015
Provision for credit losses		48,248			8,242			10,642			3,913			5,361			56,490			8,540
Net Interest Income after provision for credit losses		3,240			42,357			42,014			44,014			41,570			45,597			79,475
Non-Interest Income
Impairment (losses) on securities		(14,421	)		(28,589	)		(3,850	)		(8,619	)		(541	)		(43,010	)		(541	)
Noncredit-related losses on securities not expected to be sold (recognized in other comprehensive income)		5,660			18,723			0			0			0			24,383			0
Net impairment (losses) (a)		(8,761	)		(9,866	)		(3,850	)		(8,619	)		(541	)		(18,627	)		(541	)
Net securities gains		56			24			15			910			90			80			591
Trust income		1,151			1,087			1,125			1,444			1,538			2,238			3,070
Service charges on deposit accounts		4,406			3,837			4,555			4,792			4,786			8,243			9,211
Insurance and retail brokerage commissions		1,756			1,616			1,236			1,390			1,394			3,372			2,671
Income from bank owned life insurance		1,034			1,138			1,155			1,435			1,446			2,172			2,933
Card related interchange income		2,138			1,896			1,956			1,950			1,950			4,034			3,703
Other operating income		4,935			3,008			3,820			2,972			2,426			7,943			4,907
Total non-interest income		6,715			2,740			10,012			6,274			13,089			9,455			26,545
Non-Interest Expense
Salaries and employee benefits		21,081			22,500			21,658			21,091			20,428			43,581			40,758
Net occupancy expense		3,528			4,000			3,807			3,613			3,728			7,528			7,635
Furniture and equipment expense		2,977			2,975			2,845			2,995			3,058			5,952			6,136
Data processing expense		1,165			1,132			1,161			1,075			996			2,297			2,047
Pennsylvania shares tax expense		1,312			1,331			1,357			1,342			1,339			2,643			2,610
Intangible amortization		743			743			743			802			832			1,486			1,663
FDIC insurance		4,863			1,521			182			179			125			6,384			248
Other operating expenses		9,666			9,146			10,124			7,900			8,379			18,812			16,644
Total non-interest expense		45,335			43,348			41,877			38,997			38,885			88,683			77,741
(Loss) Income before income taxes		(35,380	)		1,749			10,149			11,291			15,774			(33,631	)		28,279
Provision for income taxes		(16,761	)		62			1,260			1,127			2,861			(16,699	)		4,245
Net (Loss) Income	$	(18,619	)	$	1,687		$	8,889		$	10,164		$	12,913		$	(16,932	)	$	24,034
Average Shares Outstanding		84,559,889			84,521,266			80,076,383			72,715,709			72,624,053			84,540,684			72,538,464
Average Shares Outstanding Assuming Dilution		84,594,211			84,594,211			80,179,260			72,817,216			72,734,711			84,601,302			72,647,190
Per Share Data:
Basic Earnings Per Share	$	(0.22	)	$	0.02		$	0.11		$	0.14		$	0.18		$	(0.20	)	$	0.33
Diluted Earnings Per Share	$	(0.22	)	$	0.02		$	0.11		$	0.14		$	0.18		$	(0.20	)	$	0.33
Cash Dividends Declared per Common Share	$	0.00		$	0.12		$	0.17		$	0.17		$	0.17		$	0.12		$	0.34

(a) In accordance with the early adoption of FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-than-Temporary Impairment, as of January 1, 2009, prior period net impairment losses are not restated; but rather reflect both credit and non-credit related impairment.

FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

(dollars in thousands, except share data)

	June 30, 2009			March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008
Assets
Cash and due from banks	$	84,346		$	93,259		$	88,277		$	93,327		$	101,860
Interest-bearing bank deposits		961			392			289			267			347
Securities available for sale, at market value		1,264,685			1,271,925			1,349,920			1,349,561			1,476,994
Securities held to maturity, at amortized cost, (Market value $44,161 at June 30, 2009 and $50,558 at December 31, 2008)		44,398			46,433			50,840			56,839			59,200
Other Investments		51,431			51,431			51,431			52,967			47,112
Loans:
Portfolio loans, net of unearned income		4,536,771			4,457,358			4,418,377			4,184,600			4,113,423
Allowance for credit losses		(83,056	)		(41,549	)		(52,759	)		(45,482	)		(44,505	)
Net loans		4,453,715			4,415,809			4,365,618			4,139,118			4,068,918
Premises and equipment, net		72,379			73,376			72,636			71,141			69,890
Other real estate owned		25,565			25,936			3,262			3,718			3,271
Goodwill		159,956			159,956			159,956			159,956			159,956
Amortizing intangibles, net		8,747			9,490			10,233			10,976			11,778
Other assets		282,814			274,567			273,418			265,920			252,086
Total assets	$	6,448,997		$	6,422,574		$	6,425,880		$	6,203,790		$	6,251,412
Liabilities
Deposits (all domestic):
Noninterest-bearing	$	592,219		$	573,573		$	566,845		$	564,443		$	568,158
Interest-bearing demand deposits		99,281			90,217			97,011			101,955			109,659
Savings deposits		2,045,970			1,850,809			1,773,843			1,703,804			1,676,078
Time deposits		1,748,420			1,803,829			1,842,644			1,890,928			1,958,574
Total interest-bearing		3,893,671			3,744,855			3,713,498			3,696,687			3,744,311
Total deposits		4,485,890			4,318,428			4,280,343			4,261,130			4,312,469
Short-term borrowings		998,259			1,111,220			1,139,737			875,424			834,226
Other liabilities		44,866			56,255			63,778			43,385			47,805
Subordinated debentures		105,750			105,750			105,750			105,750			105,750
Other long-term debt		180,922			183,421			183,493			386,288			404,464
Total long-term debt		286,672			289,171			289,243			492,038			510,214
Total liabilities		5,815,687			5,775,074			5,773,101			5,671,977			5,704,714
Shareholders’ Equity
Preferred stock, $1 par value per share, 3,000,000 shares authorized, none issued		0			0			0			0			0
Common stock, $1 par value per share, 200,000,000 shares authorized; 86,600,431 shares issued and 85,055,220 shares outstanding at June 30, 2009; 86,600,431 shares issued and 85,050,744 shares outstanding at December 31, 2008		86,600			86,600			86,600			75,100			75,100
Additional paid-in capital		302,602			302,862			303,008			205,953			206,245
Retained earnings		287,092			305,712			309,947			315,404			317,611
Accumulated other comprehensive income, net		(18,618	)		(22,763	)		(21,269	)		(38,133	)		(22,604	)
Treasury stock (1,545,211 and 1,549,687 shares at June 30, 2009 and December 31, 2008, respectively, at cost)		(17,766	)		(17,811	)		(17,907	)		(18,411	)		(21,054	)
Unearned ESOP shares		(6,600	)		(7,100	)		(7,600	)		(8,100	)		(8,600	)
Total shareholders’ equity		633,310			647,500			652,779			531,813			546,698
Total liabilities and shareholders’ equity	$	6,448,997		$	6,422,574		$	6,425,880		$	6,203,790		$	6,251,412
Book value per share	$	7.45		$	7.61		$	7.68		$	7.23		$	7.46
Market value per share	$	6.34		$	8.87		$	12.38		$	13.47		$	9.33

FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

	Loans by Categories
	(dollars in thousands)
	June 30, 2009		March 31, 2009		December 31, 2008		September 30, 2008		June 30, 2008
Commercial, financial, agricultural and other	$	1,233,131	$	1,259,498	$	1,272,014	$	1,148,601	$	1,115,536
Real estate - construction		476,762		449,771		464,806		382,225		347,477
Real estate - residential		1,223,690		1,199,472		1,210,985		1,223,611		1,232,071
Real estate - commercial		1,075,659		1,047,331		974,772		938,044		951,250
Loans to individuals		527,529		501,286		495,800		492,119		467,089
Total loans and leases, net of unearned income	$	4,536,771	$	4,457,358	$	4,418,377	$	4,184,600	$	4,113,423

The amount reflected in “Real estate-construction” as of June 30, 2009 includes $50.6 million in respect of loans that were previously classified as “Commercial, financial, agricultural and other”, “Real estate-residential” and “Real estate-commercial”. Amounts for prior periods have been adjusted to reflect the effect of this reclassification.

FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

Quarter To Date Average Balance Sheets and Net Interest Analysis at June 30,

(dollars in thousands)

	2009							2008
	Average Balance			Income/ Expense		Yield or Rate (a)		Average Balance			Income/ Expense		Yield or Rate (a)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	767		$	1	0.43	%	$	349		$	2	2.05	%
Tax-free investment securities		238,958			2,660	6.87	%		300,631			3,347	6.89	%
Taxable investment securities		1,112,350			13,266	4.78	%		1,334,118			16,256	4.90	%
Federal funds sold		0			0	0.00	%		286			2	2.53	%
Loans, net of unearned income (b)(c)		4,511,811			57,793	5.29	%		4,048,141			62,614	6.35	%
Total interest-earning assets		5,863,886			73,720	5.25	%		5,683,525			82,221	6.04	%
Noninterest-earning assets:
Cash		75,318							74,860
Allowance for credit losses		(43,039	)						(42,011	)
Other assets		555,202							498,205
Total noninterest-earning assets		587,481							531,054
Total Assets	$	6,451,367						$	6,214,579
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits (d)	$	611,384		$	431	0.28	%	$	609,977		$	1,241	0.82	%
Savings deposits (d)		1,430,613			3,883	1.09	%		1,130,583			4,149	1.48	%
Time deposits		1,766,035			13,560	3.08	%		2,027,373			19,980	3.96	%
Short-term borrowings		1,068,183			1,133	0.43	%		775,183			4,251	2.21	%
Long-term debt		288,263			3,225	4.49	%		520,733			5,669	4.38	%
Total interest-bearing liabilities		5,164,478			22,232	1.73	%		5,063,849			35,290	2.80	%
Noninterest-bearing liabilities and capital:
Noninterest-bearing demand deposits (d)		588,246							541,752
Other liabilities		39,823							34,017
Shareholders’ equity		658,820							574,961
Total noninterest-bearing funding sources		1,286,889							1,150,730
Total Liabilities and Shareholders’ Equity	$	6,451,367						$	6,214,579
Net Interest Income and Net Yield on Interest-Earning Assets				$	51,488	3.73	%				$	46,931	3.54	%

(a) Yields on interest-earning assets have been computed on a tax 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.

(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.

FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

Year To Date Average Balance Sheets and Net Interest Analysis at June 30,

(dollars in thousands)

	2009							2008
	Average Balance			Income/ Expense		Yield or Rate (a)		Average Balance			Income/ Expense		Yield or Rate (a)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	790		$	2	0.47	%	$	448		$	7	3.06	%
Tax-free investment securities		248,540			5,554	6.93	%		310,411			6,942	6.92	%
Taxable investment securities		1,131,230			27,037	4.82	%		1,327,618			32,396	4.91	%
Federal funds sold		0			0	0.00	%		164			2	2.57	%
Loans, net of unearned income (b)(c)		4,486,216			116,068	5.37	%		3,941,864			124,681	6.51	%
Total interest-earning assets		5,866,776			148,661	5.33	%		5,580,505			164,028	6.15	%
Noninterest-earning assets:
Cash		74,721							74,360
Allowance for credit losses		(48,187	)						(42,185	)
Other assets		541,810							492,876
Total noninterest-earning assets		568,344							525,051
Total Assets	$	6,435,120						$	6,105,556
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits (d)	$	598,399		$	980	0.33	%	$	591,549		$	2,988	1.02	%
Savings deposits (d)		1,373,299			8,294	1.22	%		1,109,822			9,497	1.72	%
Time deposits		1,796,155			28,176	3.16	%		2,095,883			43,918	4.21	%
Short-term borrowings		1,100,660			2,480	0.45	%		634,479			7,956	2.52	%
Long-term debt		289,133			6,644	4.63	%		534,874			11,654	4.38	%
Total interest-bearing liabilities		5,157,646			46,574	1.82	%		4,966,607			76,013	3.08	%
Noninterest-bearing liabilities and capital:
Noninterest-bearing demand deposits (d)		574,488							525,951
Other liabilities		42,587							36,037
Shareholders’ equity		660,399							576,961
Total noninterest-bearing funding sources		1,277,474							1,138,949
Total Liabilities and Shareholders’ Equity	$	6,435,120						$	6,105,556
Net Interest Income and Net Yield on Interest-Earning Assets				$	102,087	3.72	%				$	88,015	3.41	%

(a) Yields on interest-earning assets have been computed on a tax 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.

(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.

FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

Asset Quality Data

(dollars in thousands)

	June 30, 2009			March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008
Loans on non-accrual basis	$	81,285		$	29,049		$	55,922		$	49,692		$	50,910
Troubled debt restructured loans		637			128			132			135			139
Total nonperforming loans	$	81,922		$	29,177		$	56,054		$	49,827		$	51,049
Non-accrual securities at market value	$	530		$	0		$	0		$	0		$	0
Loans past due in excess of 90 days and still accruing	$	14,978		$	17,532		$	16,189		$	13,719		$	14,210
Loans outstanding at end of period	$	4,536,771		$	4,457,358		$	4,418,377		$	4,184,600		$	4,113,423
Average loans outstanding	$	4,486,216		$	4,460,337		$	4,084,506		$	4,011,476		$	3,941,864
Allowance for credit losses	$	83,056		$	41,549		$	52,759		$	45,482		$	44,505
Nonperforming loans as a percentage of total loans		1.81	%		0.65	%		1.27	%		1.19	%		1.24	%
Provision for credit losses	$	56,490		$	8,242		$	23,095		$	12,453		$	8,540
Net credit losses	$	26,193		$	19,451		$	12,732		$	9,367		$	6,431
Net credit losses as a percentage of average loans outstanding (annualized)		1.18	%		1.77	%		0.31	%		0.31	%		0.33	%
Allowance for credit losses as a percentage of average loans outstanding		1.85	%		0.93	%		1.29	%		1.13	%		1.13	%
Allowance for credit losses as a percentage of nonperforming loans		101.38	%		142.40	%		94.12	%		91.28	%		87.18	%
Other real estate owned	$	25,565		$	25,936		$	3,262		$	3,718		$	3,271
Profitability Ratios (dollars in thousands)
	For the Quarter Ended															For the Six Months Ended
	June 30, 2009			March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008			June 30, 2009			June 30, 2008
Return on average assets		-1.16	%		0.11	%		0.56	%		0.65	%		0.84	%		-0.53	%		0.79	%
Return on average equity		-11.34	%		1.03	%		5.79	%		7.38	%		9.03	%		-5.17	%		8.38	%
Net interest margin (a)		3.73	%		3.72	%		3.87	%		3.58	%		3.54	%		3.72	%		3.41	%
Efficiency ratio (b)		64.71	%		65.29	%		60.10	%		59.07	%		61.10	%		64.99	%		64.10	%
Fully tax equivalent adjustment	$	3,091		$	3,185		$	3,166		$	3,202		$	3,078		$	6,277		$	6,726

(a) Net interest margin has been computed on a tax equivalent basis using the 35% Federal income tax statutory rate.

(b) Efficiency ratio is “total non-interest expense” as a percentage of total revenue.

Total revenue consists of “net interest income, on a fully tax-equivalent basis,” plus “total non-interest income,” excluding “net impairment losses.”

FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

Pooled Trust Preferred Security Detail

(dollars in thousands)

Deal	Class	Book Value		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
Pre TSL I	Senior	$	3,706	$	3,038	$	(668	)	A1/A	32	15.86	%	109.01	%
Pre TSL IV	Mezzanine		1,830		717		(1,113	)	Ca/B	6	27.07	%	25.43	%
Pre TSL V	Mezzanine		459		167		(292	)	Ba3/A	4	65.87	%	0.00	%
Pre TSL VI	Mezzanine		345		161		(184	)	Caa1/CCC	5	61.35	%	0.00	%
Pre TSL VII	Mezzanine		6,083		2,062		(4,021	)	Ca/CC	20	57.26	%	0.00	%
Pre TSL VIII	Mezzanine		2,338		530		(1,808	)	Ca/CC	36	42.84	%	0.00	%
Pre TSL IX	Mezzanine		2,693		979		(1,714	)	Ca/CC	49	19.11	%	0.00	%
Pre TSL X	Mezzanine		3,510		1,266		(2,244	)	Ca/CC	58	24.72	%	0.00	%
Pre TSL XII	Mezzanine		9,345		3,454		(5,891	)	Ca/CC	79	18.46	%	0.00	%
Pre TSL XIII	Mezzanine		17,500		7,056		(10,444	)	Ca/CC	65	15.10	%	4.62	%
Pre TSL XIV	Mezzanine		16,000		6,231		(9,769	)	Ca/CC	64	10.68	%	16.14	%
MMCap I	Senior		8,730		6,705		(2,025	)	A3/A	29	9.15	%	108.78	%
MMCap I	Mezzanine		1,061		510		(551	)	Ca/CCC	29	9.15	%	11.65	%
MM Comm IX	Mezzanine		13,624		5,394		(8,230	)	Caa3/CC	34	27.35	%	0.00	%
Total		$	87,224	$	38,270	$	(48,954	)

FIRST COMMONWEALTH FINANCIAL CORPORATION

CONSOLIDATED SELECTED FINANCIAL DATA

Commercial Portfolio Loans

Original Balance $1 Million and Greater

(dollars in thousands)

	Commercial, Financial Agricultural and Other		Real Estate Construction		Real Estate Commercial		Total		Loans Past Due 90 Days and Still Accruing		Nonaccrual
Pennsylvania	$	762,301	$	253,738	$	655,847	$	1,671,886	$	0	$	18,925
Ohio		52,293		5,846		30,916		89,055		0		3,319
Maryland		56,420		0		230		56,650		0		9,154
West Virginia		42,300		4,309		19,885		66,494		0		0
Virginia		15,820		0		0		15,820		0		0
New York		3,763		23,120		18,957		45,840		0		0
Florida		20,236		73,918		1,857		96,011		0		22,883
Utah		0		5,015		0		5,015		0		5,015
Arizona		0		13,883		0		13,883		0		0
Oregon		0		1,471		0		1,471		0		1,471
Other		50,685		69,317		28,111		148,113		0		5,000
Total	$	1,003,818	$	450,617	$	755,803	$	2,210,238	$	0	$	65,767

EX-99.2

Exhibit 99.2

*** NEWS RELEASE ***

TO:	All Area News Agencies
FROM:	First Commonwealth
	Financial Corporation
DATE:	July 27, 2009

FIRST COMMONWEALTH DECLARES QUARTERLY DIVIDEND

INDIANA, PA - First Commonwealth Financial Corporation (NYSE:FCF) has declared a dividend of $0.03 per share payable on August 14, 2009, to shareholders of record at the close of business August 6, 2009. This dividend represents a decrease from the prior quarterly dividend of $0.12 per share.

“As the economic challenges of today’s volatile environment continue, First Commonwealth’s Board of Directors believes we must act responsibly and take every prudent measure to maintain our strong capital position,” said David S. Dahlmann, Chairman. “Like numerous other financial institutions, we determined it is in the best long-term interest of our company and its shareholders to reduce our quarterly dividend.”

“A strong capital position is essential in the current economic climate,” stated John J. Dolan, President and CEO. “The additional capital retained as a result of the divided reduction will add security in this time of great economic uncertainty, and it will allow First Commonwealth to take full advantage of the opportunities that present themselves when economic conditions inevitably begin to improve.”

About First Commonwealth Financial Corporation

First Commonwealth Financial Corporation is a $6.4 billion financial holding company headquartered in Indiana, Pennsylvania. It operates 115 retail branch offices in 15 counties in western and central Pennsylvania through First Commonwealth Bank, a Pennsylvania chartered bank and trust company. Financial services and insurance products are also provided through First Commonwealth Insurance Agency and First Commonwealth Financial Advisors, Inc.

Forward Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about future dividend payments, growth opportunities and the impact of deteriorating economic and industry conditions upon our business. These 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 the forward-looking statements are made.

CONTACT: First Commonwealth Financial Corporation

Investor Relations: Edward J. Lipkus III, Executive Vice President and Chief Financial Officer 724-349-7220 or 1-800-331-4107

Media: Susie Barbour, Communications & Media Relations Supervisor 724-463-5618

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