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FIRST COMMONWEALTH FINANCIAL CORP /PA/ - Quarter Report: 2016 June (Form 10-Q)


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, 2016
Or
¨
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 8, 2016, was 88,949,995.


Table of Contents



FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
 
 
 
PAGE
 
 
 
PART I.
 
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II.
 
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
ITEM 5.
 
 
 
ITEM 6.
 
 
 
 

2

Table of Contents




ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
 
 
June 30,
2016
 
December 31,
2015
 
(dollars in thousands,
except share data)
Assets
 
 
 
Cash and due from banks
$
68,163

 
$
66,644

Interest-bearing bank deposits
30,457

 
2,808

Securities available for sale, at fair value
855,333

 
886,560

Securities held to maturity, at amortized cost (Fair value of $414,770 and $382,341 at June 30, 2016 and December 31, 2015, respectively)
405,976

 
384,324

Other investments
58,087

 
62,952

Loans held for sale
11,613

 
5,763

Loans:
 
 
 
Portfolio loans
4,843,776

 
4,683,750

Allowance for credit losses
(59,821
)
 
(50,812
)
Net loans
4,783,955

 
4,632,938

Premises and equipment, net
63,921

 
63,454

Other real estate owned
8,604

 
9,398

Goodwill
164,500

 
164,500

Amortizing intangibles, net
981

 
1,231

Bank owned life insurance
184,684

 
182,601

Other assets
113,547

 
103,717

Total assets
$
6,749,821

 
$
6,566,890

Liabilities
 
 
 
Deposits (all domestic):
 
 
 
Noninterest-bearing
$
1,136,629

 
$
1,116,689

Interest-bearing
3,257,891

 
3,079,205

Total deposits
4,394,520

 
4,195,894

Short-term borrowings
1,464,687

 
1,510,825

Subordinated debentures
72,167

 
72,167

Other long-term debt
9,034

 
9,314

Total long-term debt
81,201

 
81,481

Other liabilities
67,627

 
59,144

Total liabilities
6,008,035

 
5,847,344

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, 2016 and December 31, 2015, and 88,949,995 and 88,961,268 shares outstanding at June 30, 2016 and December 31, 2015, respectively
105,563

 
105,563

Additional paid-in capital
366,181

 
365,981

Retained earnings
390,110

 
378,081

Accumulated other comprehensive income (loss), net
7,947

 
(2,386
)
Treasury stock (16,613,460 and 16,602,187 shares at June 30, 2016 and December 31, 2015, respectively)
(128,015
)
 
(127,693
)
Total shareholders’ equity
741,786

 
719,546

Total liabilities and shareholders’ equity
$
6,749,821

 
$
6,566,890


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands, except share data)
Interest Income
 
 
 
 
 
 
 
Interest and fees on loans
$
45,698

 
$
42,650

 
$
90,732

 
$
85,251

Interest and dividends on investments:
 
 
 
 
 
 
 
Taxable interest
7,028

 
6,735

 
14,174

 
13,552

Interest exempt from federal income taxes
371

 
210

 
732

 
385

Dividends
748

 
553

 
1,554

 
2,042

Interest on bank deposits
5

 
2

 
11

 
5

Total interest income
53,850

 
50,150

 
107,203

 
101,235

Interest Expense
 
 
 
 
 
 
 
Interest on deposits
1,928

 
1,880

 
3,517

 
4,030

Interest on short-term borrowings
2,100

 
1,116

 
4,335

 
2,074

Interest on subordinated debentures
644

 
579

 
1,278

 
1,148

Interest on other long-term debt
87

 
205

 
175

 
441

Total interest expense
4,759

 
3,780

 
9,305

 
7,693

Net Interest Income
49,091

 
46,370

 
97,898

 
93,542

Provision for credit losses
10,372

 
3,038

 
16,898

 
4,197

Net Interest Income after Provision for Credit Losses
38,719

 
43,332

 
81,000

 
89,345

Noninterest Income
 
 
 
 
 
 
 
Net securities gains
28

 
20

 
28

 
125

Trust income
1,320

 
1,476

 
2,575

 
2,897

Service charges on deposit accounts
3,845

 
3,872

 
7,553

 
7,190

Insurance and retail brokerage commissions
1,985

 
2,178

 
3,944

 
4,373

Income from bank owned life insurance
1,311

 
1,378

 
2,607

 
2,732

Gain on sale of mortgage loans
932

 
585

 
1,615

 
1,024

Gain on sale of other loans and assets
466

 
396

 
661

 
620

Card-related interchange income
3,784

 
3,729

 
7,341

 
7,147

Derivatives mark to market
(531
)
 
593

 
(1,545
)
 
363

Swap fee income
800

 
283

 
1,260

 
643

Other income
1,618

 
1,837

 
3,234

 
3,424

Total noninterest income
15,558

 
16,347

 
29,273

 
30,538

Noninterest Expense
 
 
 
 
 
 
 
Salaries and employee benefits
19,888

 
22,001

 
41,565

 
43,893

Net occupancy expense
3,186

 
3,316

 
6,667

 
7,227

Furniture and equipment expense
2,882

 
2,630

 
5,749

 
5,310

Data processing expense
1,788

 
1,509

 
3,547

 
2,947

Pennsylvania shares tax expense
1,092

 
1,110

 
1,850

 
1,904

Intangible amortization
114

 
156

 
251

 
312

Collection and repossession expense
474

 
917

 
1,043

 
1,428

Other professional fees and services
913

 
945

 
1,704

 
1,875

FDIC insurance
1,062

 
1,025

 
2,100

 
2,084

Loss on sale or write-down of assets
345

 
1,635

 
441

 
1,897

Litigation and operational losses
635

 
323

 
879

 
1,323

Other operating expenses
5,031

 
5,067

 
9,758

 
10,288

Total noninterest expense
37,410

 
40,634

 
75,554

 
80,488

Income Before Income Taxes
16,867

 
19,045

 
34,719

 
39,395

Income tax provision
4,860

 
5,598

 
10,239

 
11,727

Net Income
$
12,007

 
$
13,447

 
$
24,480

 
$
27,668

Average Shares Outstanding
88,831,758

 
88,922,392

 
88,835,923

 
89,893,662

Average Shares Outstanding Assuming Dilution
88,838,614

 
88,939,003

 
88,840,683

 
89,903,550

Per Share Data:
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.14

 
$
0.15

 
$
0.28

 
$
0.31

Diluted Earnings per Share
$
0.14

 
$
0.15

 
$
0.28

 
$
0.31

Cash Dividends Declared per Common Share
$
0.07

 
$
0.07

 
$
0.14

 
$
0.14


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
 
 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands)
Net Income
$
12,007

 
$
13,447

 
$
24,480

 
$
27,668

Other comprehensive income (loss), before tax (expense) benefit:
 
 
 
 
 
 
 
Unrealized holding gains (losses) on securities arising during the period
3,802

 
(3,814
)
 
13,872

 
6,166

Less: reclassification adjustment for gains on securities included in net income
(28
)
 
(20
)
 
(28
)
 
(125
)
Unrealized holding gains (losses) on derivatives arising during the period
359

 
(527
)
 
2,094

 
668

Less: reclassification adjustment for gains on derivatives included in net income
(26
)
 
(11
)
 
(41
)
 
(6
)
Total other comprehensive income (loss), before tax (expense) benefit
4,107

 
(4,372
)
 
15,897

 
6,703

Income tax (expense) benefit related to items of other comprehensive income (loss)
(1,438
)
 
1,530

 
(5,564
)
 
(2,344
)
Total other comprehensive income (loss)
2,669

 
(2,842
)
 
10,333

 
4,359

Comprehensive Income
$
14,676

 
$
10,605

 
$
34,813

 
$
32,027



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2015
88,961,268

 
$
105,563

 
$
365,981

 
$
378,081

 
$
(2,386
)
 
$
(127,693
)
 
$
719,546

Net income
 
 
 
 
 
 
24,480

 
 
 
 
 
24,480

Other comprehensive income
 
 
 
 
 
 
 
 
10,333

 
 
 
10,333

Cash dividends declared ($0.14 per share)
 
 
 
 
 
 
(12,451
)
 
 
 
 
 
(12,451
)
Treasury stock acquired
(97,769
)
 
 
 
 
 
 
 
 
 
(902
)
 
(902
)
Treasury stock reissued
23,148

 
 
 
39

 

 
 
 
177

 
216

Restricted stock
63,348

 

 
161

 

 
 
 
403

 
564

Balance at June 30, 2016
88,949,995

 
$
105,563

 
$
366,181

 
$
390,110

 
$
7,947

 
$
(128,015
)
 
$
741,786

 
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, 2014
91,723,028

 
$
105,563

 
$
365,615

 
$
353,027

 
$
(4,499
)
 
$
(103,561
)
 
$
716,145

Net income
 
 
 
 
 
 
27,668

 
 
 
 
 
27,668

Other comprehensive income
 
 
 
 
 
 
 
 
4,359

 
 
 
4,359

Cash dividends declared ($0.14 per share)
 
 
 
 
 
 
(12,635
)
 
 
 
 
 
(12,635
)
Treasury stock acquired
(2,918,066
)
 
 
 
 
 
 
 
 
 
(25,383
)
 
(25,383
)
Treasury stock reissued
20,936

 
 
 
32

 

 
 
 
160

 
192

Restricted stock
134,370

 

 
286

 

 
 
 
574

 
860

Balance at June 30, 2015
88,960,268

 
$
105,563

 
$
365,933

 
$
368,060

 
$
(140
)
 
$
(128,210
)
 
$
711,206



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

Table of Contents



ITEM 1. Financial Statements and Supplementary Data (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
For the Six Months Ended
 
June 30,
 
2016
 
2015
Operating Activities
(dollars in thousands)
Net income
$
24,480

 
$
27,668

Adjustment to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
16,898

 
4,197

Deferred tax expense
1,909

 
7,102

Depreciation and amortization
3,481

 
3,802

Net gains on securities and other assets
(372
)
 
(235
)
Net amortization of premiums and discounts on securities
2,264

 
1,151

Income from increase in cash surrender value of bank owned life insurance
(2,607
)
 
(2,732
)
(Increase) decrease in interest receivable
(315
)
 
74

Mortgage loans originated for sale
(56,139
)
 
(39,941
)
Proceeds from sale of mortgage loans
55,251

 
36,079

Decrease in interest payable
(84
)
 
(200
)
(Decrease) increase in income taxes payable
(2,534
)
 
503

Other-net
(4,758
)
 
(14,817
)
Net cash provided by operating activities
37,474

 
22,651

Investing Activities
 
 
 
Transactions with securities held to maturity:
 
 
 
Proceeds from maturities and redemptions
18,601

 
1,115

Purchases
(40,161
)
 
(131,145
)
Transactions with securities available for sale:
 
 
 
Proceeds from sales
55,744

 

Proceeds from maturities and redemptions
82,527

 
235,971

Purchases
(94,777
)
 
(10,800
)
Purchases of FHLB stock
(20,324
)
 
(29,251
)
Proceeds from the redemption of FHLB stock
25,189

 
20,449

Proceeds from bank owned life insurance

 
294

Proceeds from sale of loans
213

 
102

Proceeds from sale of other assets
3,621

 
2,282

Net increase in loans
(173,817
)
 
(48,785
)
Purchases of other assets
(204
)
 

Purchases of premises and equipment
(4,201
)
 
(2,521
)
Net cash (used in) provided by investing activities
(147,589
)
 
37,711

Financing Activities
 
 
 
Net (decrease) increase in federal funds purchased
(4,000
)
 
15,000

Net (decrease) increase in other short-term borrowings
(42,138
)
 
111,041

Net increase (decrease) in deposits
198,838

 
(105,404
)
Repayments of other long-term debt
(280
)
 
(50,270
)
Dividends paid
(12,451
)
 
(12,635
)
Proceeds from reissuance of treasury stock
216

 
192

Purchase of treasury stock
(902
)
 
(25,383
)
Net cash provided by (used in) financing activities
139,283

 
(67,459
)
Net increase (decrease) in cash and cash equivalents
29,168

 
(7,097
)
Cash and cash equivalents at January 1
69,452

 
74,538

Cash and cash equivalents at June 30
$
98,620

 
$
67,441


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7


ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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 the “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, comprehensive income, 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, 2016 are not necessarily indicative of the results that may be expected for the full year of 2016. These interim financial statements should be read in conjunction with First Commonwealth’s 2015 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 and reclassification adjustments related to losses on derivatives are included in the "Other operating expenses" line in the Condensed Consolidated Statements of Income.
 
For the Six Months Ended June 30,
 
2016
 
2015
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
Pretax Amount
 
Tax (Expense) Benefit
 
Net of Tax Amount
 
(dollars in thousands)
Unrealized gains on securities:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains on securities arising during the period
$
13,872

 
$
(4,855
)
 
$
9,017

 
$
6,166

 
$
(2,156
)
 
$
4,010

Reclassification adjustment for gains on securities included in net income
(28
)
 
10

 
(18
)
 
(125
)
 
44

 
(81
)
Total unrealized gains on securities
13,844

 
(4,845
)
 
8,999

 
6,041

 
(2,112
)
 
3,929

Unrealized gains on derivatives:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains on derivatives arising during the period
2,094

 
(733
)
 
1,361

 
668

 
(234
)
 
434

Reclassification adjustment for gains on derivatives included in net income
(41
)
 
14

 
(27
)
 
(6
)
 
2

 
(4
)
Total unrealized gains on derivatives
2,053

 
(719
)
 
1,334

 
662

 
(232
)
 
430

Total other comprehensive income
$
15,897

 
$
(5,564
)
 
$
10,333

 
$
6,703

 
$
(2,344
)
 
$
4,359



8

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Three Months Ended June 30,
 
2016
 
2015
 
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
$
3,802

 
$
(1,331
)
 
$
2,471

 
$
(3,814
)
 
$
1,335

 
$
(2,479
)
Reclassification adjustment for gains on securities included in net income
(28
)
 
10

 
(18
)
 
(20
)
 
7

 
(13
)
Total unrealized gains (losses) on securities
3,774

 
(1,321
)
 
2,453

 
(3,834
)
 
1,342

 
(2,492
)
Unrealized gains (losses) on derivatives:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains (losses) on derivatives arising during the period
359

 
(126
)
 
233

 
(527
)
 
184

 
(343
)
Reclassification adjustment for gains on derivatives included in net income
(26
)
 
9

 
(17
)
 
(11
)
 
4

 
(7
)
Total unrealized gains (losses) on derivatives
333

 
(117
)
 
216

 
(538
)
 
188

 
(350
)
Total other comprehensive income (loss)
$
4,107

 
$
(1,438
)
 
$
2,669

 
$
(4,372
)
 
$
1,530

 
$
(2,842
)
 
The following table details the change in components of OCI for the six months ended June 30:
 
2016
 
2015
 
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income
 
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income
 
(dollars in thousands)
Balance at December 31
$
(2,956
)
$
10

$
560

$
(2,386
)
 
$
(4,875
)
$
76

$
300

$
(4,499
)
Other comprehensive income before reclassification adjustment
9,017


1,361

10,378

 
4,010


434

4,444

Amounts reclassified from accumulated other comprehensive (loss) income
(18
)

(27
)
(45
)
 
(81
)

(4
)
(85
)
Net other comprehensive income during the period
8,999


1,334

10,333

 
3,929


430

4,359

Balance at June 30
$
6,043

$
10

$
1,894

$
7,947

 
$
(946
)
$
76

$
730

$
(140
)

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:
 
2016
 
2015
 
(dollars in thousands)
Cash paid during the period for:
 
 
 
Interest
$
9,583

 
$
7,893

Income taxes
10,500

 
4,000

Non-cash investing and financing activities:
 
 
 
Loans transferred to other real estate owned and repossessed assets
2,632

 
2,315

Loans transferred from held to maturity to held for sale
3,573

 
3,071

Gross increase in market value adjustment to securities available for sale
13,845

 
6,036

Gross increase in market value adjustment to derivatives
2,053

 
662

Investments committed to purchase, not settled
1,946

 
1,817

Proceeds from death benefit on bank-owned life insurance not received
523

 


9

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



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,
 
2016
 
2015
 
2016
 
2015
Weighted average common shares issued
105,563,455

 
105,563,455

 
105,563,455

 
105,563,455

Average treasury stock shares
(16,620,341
)
 
(16,445,760
)
 
(16,621,717
)
 
(15,480,232
)
Average unearned nonvested shares
(111,356
)
 
(195,303
)
 
(105,815
)
 
(189,561
)
Weighted average common shares and common stock equivalents used to calculate basic earnings per share
88,831,758

 
88,922,392

 
88,835,923

 
89,893,662

Additional common stock equivalents (nonvested stock) used to calculate diluted earnings per share
6,856

 
16,611

 
4,760

 
9,888

Weighted average common shares and common stock equivalents used to calculate diluted earnings per share
88,838,614

 
88,939,003

 
88,840,683

 
89,903,550

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.
 
2016
 
2015
 
 
 
Price Range
 
 
 
Price Range
 
Shares
 
From
 
To
 
Shares
 
From
 
To
Restricted Stock
81,887

 
7.57

 
9.84

 
146,933

 
5.26

 
9.26


Note 5 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, 2016
 
December 31, 2015
 
(dollars in thousands)
Financial instruments whose contract amounts represent credit risk:
 
 
 
Commitments to extend credit
$
1,616,286

 
$
1,643,187

Financial standby letters of credit
19,256

 
17,843

Performance standby letters of credit
28,067

 
26,497

Commercial letters of credit
1,615

 
1,672

 
The notional amounts outstanding as of June 30, 2016 include amounts issued in 2016 of $13 thousand in financial standby letters of credit, $2.3 million in performance standby letters of credit and $0.2 million commercial letters of credit. A liability of $0.2 million has been recorded as of both June 30, 2016 and December 31, 2015 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.

10

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 $3.5 million as of June 30, 2016 and $4.4 million as of December 31, 2015. This liability is reflected in "Other liabilities" in the Condensed Consolidated Statements of Financial Condition. 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
First Commonwealth and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. As of June 30, 2016, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against First Commonwealth or its subsidiaries will be material to First Commonwealth’s consolidated financial position. On at least a quarterly basis, First Commonwealth assesses its liabilities and contingencies in connection with such legal proceedings. For those matters where it is probable that First Commonwealth will incur losses and the amounts of the losses can be reasonably estimated, First Commonwealth records an expense and corresponding liability in its consolidated financial statements. To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability (if any), is between $0 and $7 million. Although First Commonwealth does not believe that the outcome of pending litigation will be material to First Commonwealth’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations and cash flows for a particular reporting period in the future.
First Commonwealth Financial Corporation and First Commonwealth Bank were named defendants in an action commenced August 27, 2015 by eight named plaintiffs that is pending in the Court of Common Pleas of Jefferson County, Pennsylvania.  The plaintiffs allege that the Bank repossessed motor vehicles, sold the vehicles and sought to collect deficiency balances in a manner that did not comply with the notice requirements of the Pennsylvania Uniform Commercial Code (UCC), charged inappropriate costs and fees, including storage costs for dates that a repossessed vehicle was not in storage, and wrongly filed forms with the Department of Motor Vehicles asserting that the Bank had complied with applicable laws relating to the repossession of the vehicles. The plaintiffs seek to pursue the action as a class action on behalf of the named plaintiffs and other similarly situated plaintiffs who had their automobiles repossessed and seek to recover damages under the UCC and the Pennsylvania Fair Credit Extension Uniformity Act. First Commonwealth and the Bank contest the plaintiffs’ allegations and intend to oppose class certification.  The Bank has also asserted counterclaims for breach of contract, set-off and recoupment against the plaintiffs, individually, and as representatives of the putative class.  The Bank and counsel for the plaintiffs reached an agreement-in-principle to settle the litigation during the second quarter. The parties are negotiating the terms of a definitive settlement agreement which would be subject to court approval and other customary conditions. The estimated cost of the settlement to the Bank was recorded as a liability as of June 30, 2016. As set forth in the preceding paragraph, all current litigation matters, including this action, are believed to be within the range of reasonably possible losses set forth in the preceding paragraph. 


11

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 6 Investment Securities
Securities Available for Sale
Below is an analysis of the amortized cost and estimated fair values of securities available for sale at:
 
June 30, 2016
 
December 31, 2015
 
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
$
16,730

 
$
2,032

 
$

 
$
18,762

 
$
20,034

 
$
2,071

 
$
(13
)
 
$
22,092

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 

 
 
 
 
 
 
 

Mortgage-Backed Securities – Residential
732,618

 
15,012

 
(234
)
 
747,396

 
778,476

 
7,983

 
(8,882
)
 
777,577

Mortgage-Backed Securities – Commercial
2

 

 

 
2

 
28

 

 

 
28

Other Government-Sponsored Enterprises
19,300

 
22

 

 
19,322

 
19,201

 
2

 
(85
)
 
19,118

Obligations of States and Political Subdivisions
27,071

 
965

 

 
28,036

 
27,066

 
532

 

 
27,598

Corporate Securities
5,898

 
524

 

 
6,422

 
1,897

 
422

 

 
2,319

Pooled Trust Preferred Collateralized Debt Obligations
42,750

 
500

 
(9,527
)
 
33,723

 
42,239

 
916

 
(7,497
)
 
35,658

Total Debt Securities
844,369

 
19,055

 
(9,761
)
 
853,663

 
888,941

 
11,926

 
(16,477
)
 
884,390

Equities
1,670

 

 

 
1,670

 
2,170

 

 

 
2,170

Total Securities Available for Sale
$
846,039

 
$
19,055

 
$
(9,761
)
 
$
855,333

 
$
891,111

 
$
11,926

 
$
(16,477
)
 
$
886,560


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.

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.

12

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The amortized cost and estimated fair value of debt securities available for sale at June 30, 2016, by contractual maturity, are shown below.
 
Amortized
Cost
 
Estimated
Fair Value
 
(dollars in thousands)
Due within 1 year
$
2,601

 
$
2,602

Due after 1 but within 5 years
20,696

 
20,780

Due after 5 but within 10 years
27,070

 
28,036

Due after 10 years
44,652

 
36,085

 
95,019

 
87,503

Mortgage-Backed Securities (a)
749,350

 
766,160

Total Debt Securities
$
844,369

 
$
853,663

 
(a)
Mortgage Backed Securities include an amortized cost of $16.7 million and a fair value of $18.8 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $732.6 million and a fair value of $747.4 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:
 
2016
 
2015
 
(dollars in thousands)
Proceeds from sales
$
55,744

 
$

Gross gains (losses) realized:
 
 
 
Sales Transactions:
 
 
 
Gross gains
$
304

 
$

Gross losses
(276
)
 

 
28

 

Maturities and impairment
 
 
 
Gross gains

 
105

Gross losses

 

Other-than-temporary impairment

 

 

 
105

Net gains and impairment
$
28

 
$
105


Securities available for sale with an estimated fair value of $475.9 million and $416.1 million were pledged as of June 30, 2016 and December 31, 2015, respectively, to secure public deposits and for other purposes required or permitted by law.

13

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Securities Held to Maturity
Below is an analysis of the amortized cost and fair values of debt securities held to maturity at:
 
June 30, 2016
 
December 31, 2015
 
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
$
4,712

 
$
146

 
$

 
$
4,858

 
$
4,775

 
$

 
$
(7
)
 
$
4,768

Mortgage-Backed Securities- Commercial
36,529

 
403

 

 
36,932

 
16,843

 

 
(247
)
 
16,596

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
313,987

 
6,746

 

 
320,733

 
315,609

 
30

 
(1,824
)
 
313,815

Mortgage-Backed Securities – Commercial
14,940

 
460

 

 
15,400

 
15,187

 

 
(178
)
 
15,009

Obligations of States and Political Subdivisions
35,808

 
1,039

 

 
36,847

 
31,910

 
301

 
(58
)
 
32,153

Total Securities Held to Maturity
$
405,976

 
$
8,794

 
$

 
$
414,770

 
$
384,324

 
$
331

 
$
(2,314
)
 
$
382,341

The amortized cost and estimated fair value of debt securities held to maturity at June 30, 2016, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.
 
Amortized
Cost
 
Estimated
Fair Value
 
(dollars in thousands)
Due within 1 year
$

 
$

Due after 1 but within 5 years
1,231

 
1,265

Due after 5 but within 10 years
28,052

 
28,940

Due after 10 years
6,525

 
6,642

 
35,808

 
36,847

Mortgage-Backed Securities (a)
370,168

 
377,923

Total Debt Securities
$
405,976

 
$
414,770

(a)
Mortgage Backed Securities include an amortized cost of $41.2 million and a fair value of $41.8 million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $328.9 million and a fair value of $336.1 million for Obligations of U.S. Government-sponsored enterprises issued by Fannie Mae and Freddie Mac.
Securities held to maturity with an amortized cost of $291.5 million and $45.7 million were pledged as of June 30, 2016 and December 31, 2015, respectively, to secure public deposits and for other purposes required or permitted by law.


14

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 7 Impairment of Investment Securities
Securities Available for Sale and Held to Maturity
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, 2016 and 2015, 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.
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, or be required 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 10, “Fair Values of Assets and Liabilities,” for additional information.
The following table presents the gross unrealized losses and estimated fair values at June 30, 2016 for both available for sale and held to maturity securities 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
$
15,227

 
$
(13
)
 
$
64,716

 
$
(221
)
 
$
79,943

 
$
(234
)
Pooled Trust Preferred Collateralized Debt Obligations

 

 
28,276

 
(9,527
)
 
28,276

 
(9,527
)
Total Securities
$
15,227

 
$
(13
)
 
$
92,992

 
$
(9,748
)
 
$
108,219

 
$
(9,761
)

At June 30, 2016, fixed income securities issued by U.S. Government-sponsored enterprises comprised 2% of total unrealized losses due to changes in market interest rates. Pooled trust preferred collateralized debt obligations accounted for 98% of the unrealized losses primarily due to the illiquid market for this investment type. At June 30, 2016, there are 19 debt securities in an unrealized loss position.

15

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents the gross unrealized losses and estimated fair values at December 31, 2015 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
$
6,798

 
$
(20
)
 
$

 
$

 
$
6,798

 
$
(20
)
Mortgage-Backed Securities - Commercial
16,596

 
(247
)
 

 

 
16,596

 
(247
)
Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-Backed Securities – Residential
436,011

 
(3,293
)
 
263,119

 
(7,413
)
 
699,130

 
(10,706
)
Mortgage-Backed Securities – Commercial
15,009

 
(178
)
 

 

 
15,009

 
(178
)
Other Government-Sponsored Enterprises
12,316

 
(85
)
 

 

 
12,316

 
(85
)
Obligation of States and Political Subdivisions
7,208

 
(58
)
 

 

 
7,208

 
(58
)
Pooled Trust Preferred Collateralized Debt Obligations

 

 
29,957

 
(7,497
)
 
29,957

 
(7,497
)
Total Securities
$
493,938

 
$
(3,881
)
 
$
293,076

 
$
(14,910
)
 
$
787,014

 
$
(18,791
)
As of June 30, 2016, our corporate securities had an amortized cost and an estimated fair value of $5.9 million and $6.4 million, respectively. As of December 31, 2015, our corporate securities had an amortized cost and estimated fair value of $1.9 million and $2.3 million, respectively. Corporate securities are comprised of debt for large regional banks. There were no corporate securities in an unrealized loss position as of June 30, 2016 and December 31, 2015. 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, 2016, the book value of our pooled trust preferred collateralized debt obligations totaled $42.8 million with an estimated fair value of $33.7 million, which includes securities comprised of 274 banks and other financial institutions. All of our pooled securities are mezzanine tranches, three of which have no senior class remaining in the issue. The credit ratings 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, 2016, after taking into account management’s best estimates of future interest deferrals and defaults, three of our securities had no excess subordination in the tranches we own and six of our securities had excess subordination which ranged from 2% to 82% of the current performing collateral.
 
The following table provides information related to our pooled trust preferred collateralized debt obligations as of June 30, 2016:
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

 
$
1,301

 
$
(529
)
 
B1/BB
 
6

 
18.05
%
 
58.51
%
Pre TSL VII
Mezzanine
 
3,061

 
3,324

 
263

 
Ca/-
 
14

 
49.68

 

Pre TSL VIII
Mezzanine
 
2,042

 
1,691

 
(351
)
 
C/C
 
28

 
53.00

 

Pre TSL IX
Mezzanine
 
2,394

 
1,797

 
(597
)
 
B1/C
 
38

 
29.80

 
9.73

Pre TSL X
Mezzanine
 
1,675

 
1,817

 
142

 
Caa1/C
 
43

 
32.22

 
2.20

Pre TSL XII
Mezzanine
 
5,786

 
4,442

 
(1,344
)
 
B3/C
 
66

 
22.03

 

Pre TSL XIII
Mezzanine
 
12,828

 
9,971

 
(2,857
)
 
Ba3/C
 
56

 
11.34

 
47.86

Pre TSL XIV
Mezzanine
 
12,924

 
9,075

 
(3,849
)
 
B1/CC
 
56

 
15.21

 
38.08

MMCap I
Mezzanine
 
210

 
305

 
95

 
Ca/C
 
8

 
58.11

 
81.96

Total
 
 
$
42,750

 
$
33,723

 
$
(9,027
)
 
 
 
 
 
 
 
 

16

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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, 2016 and 2015, 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, 2016. We consider the discounted cash flow analysis to be our primary evidence when determining whether credit related other-than-temporary impairment exists.
 
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 274 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 will 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, 2016, 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.

17

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 that 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, 2016, indicates that no credit-related other-than-temporary impairment has occurred on our pooled trust preferred securities during the six months ended June 30, 2016. Based upon the analysis performed by management, it is probable that three 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, 2016 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, 2016, 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 the present value of estimated future principal and interest payments exceeding the securities' current book value. The excess for each bond of the present value of future cash flows over our current book value ranges from 20% to 127% 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 is 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,
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands)
Balance, beginning (a)
$
24,590

 
$
25,707

 
$
24,851

 
$
26,246

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)
(280
)
 
(341
)
 
(541
)
 
(662
)
Reduction for debt securities called during the period

 

 

 
(218
)
Balance, ending
$
24,310

 
$
25,366

 
$
24,310

 
$
25,366

 
(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 2016 and 2015, 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, 2016 and 2015, there were 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

18

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


transfer price is determined by FHLB membership rules and not by market participants. As of June 30, 2016 and December 31, 2015, our FHLB stock totaled $58.1 million and $63.0 million, respectively, and is included in “Other investments” on the Condensed Consolidated Statements of Financial Condition.
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 and has concluded that the par value of its investment in FHLB stock will be recovered. Accordingly, no impairment charge was recorded on these securities during the three and six months ended June 30, 2016.
Note 8 Loans and Allowance for Credit Losses
The following table provides outstanding balances related to each of our loan types:
 
 
June 30, 2016
 
December 31, 2015
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
1,185,062

 
$
1,150,906

Real estate construction
242,132

 
220,736

Residential real estate
1,199,005

 
1,224,465

Commercial real estate
1,648,222

 
1,479,000

Loans to individuals
569,355

 
608,643

Total loans
$
4,843,776

 
$
4,683,750

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 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 Company’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. Movement 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.

19

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following tables represent our credit risk profile by creditworthiness:
 
June 30, 2016
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Pass
$
1,095,516

 
$
241,840

 
$
1,183,847

 
$
1,625,206

 
$
569,087

 
$
4,715,496

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
11,923

 
292

 
6,846

 
7,221

 

 
26,282

Substandard
77,623

 

 
8,312

 
15,795

 
268

 
101,998

Doubtful

 

 

 

 

 

Total Non-Pass
89,546

 
292

 
15,158

 
23,016

 
268

 
128,280

Total
$
1,185,062

 
$
242,132

 
$
1,199,005

 
$
1,648,222

 
$
569,355

 
$
4,843,776

 
 
December 31, 2015
 
Commercial, financial, agricultural and other
 
Real estate construction
 
Residential real estate
 
Commercial real estate
 
Loans to individuals
 
Total
 
(dollars in thousands)
Pass
$
1,074,858

 
$
220,267

 
$
1,209,606

 
$
1,436,714

 
$
608,342

 
$
4,549,787

Non-Pass
 
 
 
 
 
 
 
 
 
 
 
OAEM
11,825

 
442

 
5,244

 
30,012

 

 
47,523

Substandard
64,223

 
27

 
9,615

 
12,274

 
301

 
86,440

Doubtful

 

 

 

 

 

Total Non-Pass
76,048

 
469

 
14,859

 
42,286

 
301

 
133,963

Total
$
1,150,906

 
$
220,736

 
$
1,224,465

 
$
1,479,000

 
$
608,643

 
$
4,683,750

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, 2016. 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.

20

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2016 and December 31, 2015. 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, 2016
 
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
$
2,344

 
$
714

 
$
283

 
$
37,429

 
$
40,770

 
$
1,144,292

 
$
1,185,062

Real estate construction

 

 

 

 

 
242,132

 
242,132

Residential real estate
4,544

 
1,542

 
243

 
6,448

 
12,777

 
1,186,228

 
1,199,005

Commercial real estate
1,166

 

 
1

 
3,931

 
5,098

 
1,643,124

 
1,648,222

Loans to individuals
2,072

 
700

 
857

 
268

 
3,897

 
565,458

 
569,355

Total
$
10,126

 
$
2,956

 
$
1,384

 
$
48,076

 
$
62,542

 
$
4,781,234

 
$
4,843,776

 
 
December 31, 2015
 
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
$
364

 
$
49

 
$
129

 
$
23,653

 
$
24,195

 
$
1,126,711

 
$
1,150,906

Real estate construction
280

 

 

 
28

 
308

 
220,428

 
220,736

Residential real estate
4,175

 
1,055

 
1,315

 
6,500

 
13,045

 
1,211,420

 
1,224,465

Commercial real estate
781

 

 
65

 
6,223

 
7,069

 
1,471,931

 
1,479,000

Loans to individuals
2,998

 
774

 
946

 
301

 
5,019

 
603,624

 
608,643

Total
$
8,598

 
$
1,878

 
$
2,455

 
$
36,705

 
$
49,636

 
$
4,634,114

 
$
4,683,750

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 becomes 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 in doubt.
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

21

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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 also 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.
Significant nonaccrual loans as of June 30, 2016, include the following:
$11.4 million relationship of commercial industrial loans to a steel and aluminum servicing company. These loans were originated in 2011 and were placed in nonaccrual status during the first quarter of 2016. A valuation of the collateral was completed during the second quarter of 2016.
$10.5 million relationship of commercial industrial loans to a manufacturer of mine safety products. These loans were originated from 2014 to 2015 and were placed in nonaccrual status during the second quarter of 2016. All collateral valuations were completed in June 2016.
$4.4 million relationship of commercial industrial loans to an oil and gas well services company. These loans were originated in 2014 and were placed in nonaccrual status during the fourth quarter of 2015. During the six months ended June 30, 2016, charge-offs of $2.0 million related to this relationship were recorded. All collateral valuations were completed in June 2016.
$3.7 million relationship of commercial industrial loans to a local energy company involved in the drilling and production of natural gas wells. These loans were originated from 2008 to 2011 and were placed in nonaccrual status during the third quarter of 2013. Two of these loans were modified resulting in TDR classification: one loan totaling $1.3 million was modified in 2012, and the other loan totaling $2.4 million was modified in 2014. During the six months ended June 30, 2016, charge-offs of $1.1 million related to this relationship were recorded. A valuation of the collateral was updated during the first quarter of 2016.
$3.5 million relationship of commercial industrial loans to a gear manufacturer. These loans were originated in 2013 and were placed in nonaccrual status during the third quarter of 2015. During the six months ended June 30, 2016, charge-offs of $0.2 million related to this relationship were recorded. A valuation of the collateral was completed during the second quarter of 2016.


















22

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2016 and December 31, 2015. 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 their period-end allowance position.
 
 
June 30, 2016
 
December 31, 2015
 
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
$
16,078

 
$
23,373

 


 
$
11,344

 
$
15,673

 


Real estate construction

 

 


 
28

 
117

 


Residential real estate
11,580

 
13,674

 


 
9,952

 
11,819

 


Commercial real estate
6,390

 
8,043

 


 
7,562

 
9,449

 


Loans to individuals
376

 
450

 


 
421

 
507

 


Subtotal
34,424

 
45,540

 


 
29,307

 
37,565

 


With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
28,522

 
30,849

 
15,018

 
20,132

 
22,590

 
6,952

Real estate construction

 

 

 

 

 

Residential real estate
551

 
680

 
48

 
461

 
672

 
51

Commercial real estate
911

 
939

 
464

 
944

 
1,008

 
42

Loans to individuals

 

 

 

 

 

Subtotal
29,984

 
32,468

 
15,530

 
21,537

 
24,270

 
7,045

Total
$
64,408

 
$
78,008

 
$
15,530

 
$
50,844

 
$
61,835

 
$
7,045

 
 
For the Six Months Ended June 30,
 
2016
 
2015
 
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
$
20,116

 
$
249

 
$
21,691

 
$
120

Real estate construction
9

 
44

 
137

 

Residential real estate
11,232

 
137

 
11,025

 
86

Commercial real estate
7,136

 
67

 
8,760

 
43

Loans to individuals
442

 
3

 
312

 
2

Subtotal
38,935

 
500

 
41,925

 
251

With an allowance recorded:
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
17,939

 
91

 
5,337

 
72

Real estate construction

 

 

 

Residential real estate
347

 

 
319

 

Commercial real estate
861

 
11

 
194

 
3

Loans to individuals

 

 

 

Subtotal
19,147

 
102

 
5,850

 
75

Total
$
58,082

 
$
602

 
$
47,775

 
$
326


23

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Three Months Ended June 30,
 
2016
 
2015
 
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
$
18,995

 
$
95

 
$
18,526

 
$
65

Real estate construction

 

 
36

 

Residential real estate
11,462

 
90

 
11,302

 
45

Commercial real estate
6,887

 
29

 
8,682

 
24

Loans to individuals
405

 
2

 
316

 
1

Subtotal
37,749

 
216

 
38,862

 
135

With an allowance recorded:
 
 
 
 
 
 
 
Commercial, financial, agricultural and other
22,788

 
65

 
5,237

 
42

Real estate construction

 

 

 

Residential real estate
476

 

 
329

 

Commercial real estate
921

 
6

 
193

 
1

Loans to individuals

 

 

 

Subtotal
24,185

 
71

 
5,759

 
43

Total
$
61,934

 
$
287

 
$
44,621

 
$
178

Unfunded commitments related to nonperforming loans were $2.2 million at June 30, 2016 and $0.1 million at December 31, 2015. After consideration of the requirements to draw and available collateral related to these commitments, a reserve of $24 thousand and $13 thousand was established for these off balance sheet exposures at June 30, 2016 and December 31, 2015, respectively.
 
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, 2016
 
December 31, 2015
 
(dollars in thousands)
Troubled debt restructured loans
 
 
 
Accrual status
$
16,332

 
$
14,139

Nonaccrual status
9,672

 
12,360

Total
$
26,004

 
$
26,499

Commitments
 
 
 
Unused lines of credit
$
577

 
$
3,252


24

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2016
 
 
 
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
5

 
$
92

 
$
4,009

 
$

 
$
4,101

 
$
3,708

 
$
40

Residential real estate
26

 

 
114

 
2,416

 
2,530

 
2,440

 

Commercial real estate
6

 
1,264

 

 
25

 
1,289

 
1,227

 
74

Loans to individuals
5

 

 
29

 
11

 
40

 
30

 

Total
42

 
$
1,356

 
$
4,152

 
$
2,452

 
$
7,960

 
$
7,405

 
$
114


 
For the Six Months Ended June 30, 2015
 
 
 
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

 
$
1,751

 
$

 
$
109

 
$
1,860

 
$
1,812

 
$
53

Residential real estate
16

 

 
296

 
503

 
799

 
723

 
7

Commercial real estate
1

 

 

 
463

 
463

 
428

 

Loans to individuals
6

 

 
61

 
18

 
79

 
66

 

Total
26

 
$
1,751

 
$
357

 
$
1,093

 
$
3,201

 
$
3,029

 
$
60

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, 2016 and 2015, $4.2 million and $0.4 million, respectively, of total rate modifications represent loans with modifications to the rate as well as payment as a result of reamortization. For both 2016 and 2015 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.

25

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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 Three Months Ended June 30, 2016
 
 
 
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
4

 
$
92

 
$
240

 
$

 
$
332

 
$
217

 
$
40

Residential real estate
17

 

 

 
1,435

 
1,435

 
1,428

 

Commercial real estate
4

 
1,198

 

 

 
1,198

 
1,173

 
74

Loans to individuals
2

 

 
11

 
6

 
17

 
15

 

Total
27

 
$
1,290

 
$
251

 
$
1,441

 
$
2,982

 
$
2,833

 
$
114

 
For the Three Months Ended, June 30, 2015
 
 
 
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

 
$
252

 
$

 
$
109

 
$
361

 
$
317

 
$
53

Residential real estate
11

 

 
45

 
485

 
530

 
525

 
7

Loans to individuals
5

 

 
61

 

 
61

 
56

 

Total
18

 
$
252

 
$
106

 
$
594

 
$
952

 
$
898

 
$
60

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, 2016 and 2015, $0.3 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 2016 and 2015 the changes in loan balances between the pre-modification balance and the post-modification balance are due to customer payments.



26

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 be in default during the six months ended June 30:
 
2016
 
2015
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Residential real estate

 
$

 
2

 
$
56

Total

 
$

 
2

 
$
56


The following table provides information related to restructured loans that were considered to be in default during the three months ended June 30:

 
2016
 
2015
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
 
(dollars in thousands)
Residential real estate

 
$

 
2

 
$
56

Total

 
$

 
2

 
$
56


The following tables provide detail related to the allowance for credit losses:
 
For the Six Months Ended June 30, 2016
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
31,035

 
$
887

 
$
2,606

 
$
11,924

 
$
4,360

 
$
50,812

Charge-offs
(6,145
)
 

 
(602
)
 
(408
)
 
(2,491
)
 
(9,646
)
Recoveries
198

 
227

 
260

 
783

 
289

 
1,757

Provision (credit)
21,269

 
(634
)
 
341

 
(6,437
)
 
2,359

 
16,898

Ending Balance
$
46,357

 
$
480

 
$
2,605

 
$
5,862

 
$
4,517

 
$
59,821

Ending balance: individually evaluated for impairment
$
15,018

 
$

 
$
48

 
$
464

 
$

 
$
15,530

Ending balance: collectively evaluated for impairment
31,339

 
480

 
2,557

 
5,398

 
4,517

 
44,291

Loans:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,185,062

 
242,132

 
1,199,005

 
1,648,222

 
569,355

 
4,843,776

Ending balance: individually evaluated for impairment
43,817

 

 
5,966

 
6,017

 

 
55,800

Ending balance: collectively evaluated for impairment
1,141,245

 
242,132

 
1,193,039

 
1,642,205

 
569,355

 
4,787,976



27

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Six Months Ended June 30, 2015
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
29,627

 
$
2,063

 
$
3,664

 
$
11,881

 
$
4,816

 
$
52,051

Charge-offs
(7,940
)
 

 
(1,050
)
 
(688
)
 
(2,383
)
 
(12,061
)
Recoveries
358

 
84

 
239

 
153

 
323

 
1,157

Provision (credit)
1,710

 
(629
)
 
70

 
881

 
2,165

 
4,197

Ending Balance
$
23,755

 
$
1,518

 
$
2,923

 
$
12,227

 
$
4,921

 
$
45,344

Ending balance: individually evaluated for impairment
$
1,596

 
$

 
$
35

 
$
44

 
$

 
$
1,675

Ending balance: collectively evaluated for impairment
22,159

 
1,518

 
2,888

 
12,183

 
4,921

 
43,669

Loans:
 
 
 
 
 
 
 
 
 
 
 
Ending balance
1,098,019

 
125,010

 
1,204,499

 
1,416,841

 
646,485

 
4,490,854

Ending balance: individually evaluated for impairment
21,419

 

 
7,700

 
7,625

 

 
36,744

Ending balance: collectively evaluated for impairment
1,076,600

 
125,010

 
1,196,799

 
1,409,216

 
646,485

 
4,454,110

 
For the Three Months Ended June 30, 2016
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
41,721

 
$
901

 
$
2,628

 
$
5,483

 
$
4,489

 
$
55,222

Charge-offs
(4,753
)
 

 
(220
)
 
(143
)
 
(1,022
)
 
(6,138
)
Recoveries
64

 
4

 
142

 
27

 
128

 
365

Provision (credit)
9,325

 
(425
)
 
55

 
495

 
922

 
10,372

Ending Balance
$
46,357

 
$
480

 
$
2,605

 
$
5,862

 
$
4,517

 
$
59,821

 
For the Three Months Ended, June 30, 2015
 
Commercial,
financial,
agricultural
and other
 
Real estate
construction
 
Residential
real estate
 
Commercial
real estate
 
Loans to
individuals
 
Total
 
(dollars in thousands)
Allowance for credit losses:
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
24,406

 
$
1,528

 
$
3,387

 
$
12,487

 
$
4,889

 
$
46,697

Charge-offs
(2,860
)
 

 
(484
)
 
(486
)
 
(1,122
)
 
(4,952
)
Recoveries
158

 
84

 
143

 
15

 
161

 
561

Provision (credit)
2,051

 
(94
)
 
(123
)
 
211

 
993

 
3,038

Ending Balance
$
23,755

 
$
1,518

 
$
2,923

 
$
12,227

 
$
4,921

 
$
45,344


Note 9 Income Taxes
At June 30, 2016 and December 31, 2015, 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 2012 through 2014 are open for examination as of June 30, 2016.

28

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 10 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:
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, loans held for sale, interest rate derivatives (including 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 recorded in the Condensed Consolidated Statements of Financial Condition are comprised of FHLB stock whose estimated fair value is based on its par value. Additional information on FHLB stock is provided in Note 7, “Impairment of Investment Securities.”
Loans held for sale include a commercial loan and residential mortgage loans originated for sale in the secondary mortgage market. The estimated fair value for these loans was determined on the basis of rates obtained in the respective secondary market.
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

29

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


yield curves determine the valuations of interest rate swaps. Interest rate derivatives are further described in Note 11, “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 2016, 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 United States. There has been little or no active trading in these securities since 2009; therefore, 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 7, “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 a 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.
The estimated fair value of limited partnership 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).

30

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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
$
33,723

 
Discounted Cash Flow
 
Probability of default
 
0% - 100% (11.47%)
 
 
 
 
 
Prepayment rates
 
0% - 73.03% (5.14%)
 
 
 
 
 
Discount rates
 
5.50% - 12.50% (a)
Equities
1,670

 
Par Value
 
N/A
 
N/A
Impaired Loans
2,414
 (b)
 
Reserve study
 
Discount rate
 
10.00%
 
 
 
 
 
Gas per MCF
 
$1.63 - $3.38 (c)
 
 
 
 
 
Oil per BBL/d
 
$40.97 - $56.16 (c)
 
6,815
 (b)
 
Discounted Cash Flow
 
Discount Rate
 
1.90% - 4.68%
Limited Partnership Investments
704

 
Par Value
 
N/A
 
N/A
 
(a)
Incorporates spread over risk free rate related primarily to credit quality and illiquidity of securities.
(b)
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.
(c)
Unobservable inputs are defined as follows: MCF - million cubic feet; BBL/d - barrels per day.
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 a higher fair value measurement. Other unobservable inputs in the fair value measurement of impaired loans relate to gas, oil and natural gas prices. Increases in these prices 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.

31

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The tables below present the balances of assets and liabilities measured at fair value on a recurring basis:
 
June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$

 
$
18,762

 
$

 
$
18,762

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential

 
747,396

 

 
747,396

Mortgage-Backed Securities - Commercial

 
2

 

 
2

Other Government-Sponsored Enterprises

 
19,322

 

 
19,322

Obligations of States and Political Subdivisions

 
28,036

 

 
28,036

Corporate Securities

 
6,422

 

 
6,422

Pooled Trust Preferred Collateralized Debt Obligations

 

 
33,723

 
33,723

Total Debt Securities

 
819,940

 
33,723

 
853,663

Equities

 

 
1,670

 
1,670

Total Securities Available for Sale

 
819,940

 
35,393

 
855,333

Other Investments

 
58,087

 

 
58,087

Loans held for sale

 
11,613

 

 
11,613

Other Assets(a)

 
22,382

 
704

 
23,086

Total Assets
$

 
$
912,022

 
$
36,097

 
$
948,119

Other Liabilities(a)
$

 
$
21,405

 
$

 
$
21,405

Total Liabilities
$

 
$
21,405

 
$

 
$
21,405

(a)
Hedging and non-hedging interest rate derivatives

 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Obligations of U.S. Government Agencies:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential
$

 
$
22,092

 
$

 
$
22,092

Obligations of U.S. Government-Sponsored Enterprises:
 
 
 
 
 
 
 
Mortgage-Backed Securities - Residential

 
777,577

 

 
777,577

Mortgage-Backed Securities - Commercial

 
28

 

 
28

Other Government-Sponsored Enterprises

 
19,118

 

 
19,118

Obligations of States and Political Subdivisions

 
27,598

 

 
27,598

Corporate Securities

 
2,319

 

 
2,319

Pooled Trust Preferred Collateralized Debt Obligations

 

 
35,658

 
35,658

Total Debt Securities

 
848,732

 
35,658

 
884,390

Equities

 

 
2,170

 
2,170

Total Securities Available for Sale

 
848,732

 
37,828

 
886,560

Other Investments

 
62,952

 

 
62,952

Loans held for sale

 
5,763

 

 
5,763

Other Assets(a)

 
11,273

 

 
11,273

Total Assets
$

 
$
928,720

 
$
37,828

 
$
966,548

Other Liabilities(a)
$

 
$
10,829

 
$

 
$
10,829

Total Liabilities
$

 
$
10,829

 
$

 
$
10,829

(a)
Hedging and non-hedging interest rate derivatives


32

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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:
 
2016
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
35,658

 
$
2,170

 
$

 
$
37,828

Total gains or losses
 
 
 
 
 
 
 
Included in earnings

 

 

 

Included in other comprehensive income
(1,905
)
 

 

 
(1,905
)
Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
Purchases

 
36

 
168

 
204

Issuances

 

 

 

Sales

 

 

 

Settlements
(30
)
 

 

 
(30
)
Transfers from Level 3

 
(536
)
 

 
(536
)
Transfers into Level 3

 

 
536

 
536

Balance, end of period
$
33,723

 
$
1,670

 
$
704

 
$
36,097

 
 
2015
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
28,999

 
$
1,420

 
$
30,419

Total gains or losses
 
 
 
 
 
Included in earnings
105

 

 
105

Included in other comprehensive income
7,471

 

 
7,471

Purchases, issuances, sales and settlements
 
 
 
 
 
Purchases

 
500

 
500

Issuances

 

 

Sales

 

 

Settlements
(1,054
)
 

 
(1,054
)
Transfers into Level 3

 

 

Balance, end of period
$
35,521

 
$
1,920

 
$
37,441

During the six months ended June 30, 2016, $0.5 million in investments in limited partnerships were moved from other equity securities to other assets constituting the transfers into and out of Level 3. During the six months ended June 30, 2015, there were no transfers between fair value Levels 1, 2 or 3. 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, 2016 and 2015.

33

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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:
 
2016
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Other
Assets
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
33,273

 
$
2,206

 
$

 
$
35,479

Total gains or losses
 
 
 
 
 
 
 
Included in earnings

 

 

 

Included in other comprehensive income
480

 

 

 
480

Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
Purchases

 

 
168

 
168

Issuances

 

 

 

Sales

 

 

 

Settlements
(30
)
 

 

 
(30
)
Transfers from Level 3

 
(536
)
 

 
(536
)
Transfers into Level 3

 

 
536

 
536

Balance, end of period
$
33,723

 
$
1,670

 
$
704

 
$
36,097

 
2015
 
Pooled Trust Preferred Collateralized Debt Obligations
 
Equities
 
Total
 
(dollars in thousands)
Balance, beginning of period
$
31,134

 
$
1,920

 
33,054

Total gains or losses
 
 
 
 
 
Included in earnings

 

 

Included in other comprehensive income
4,851

 

 
4,851

Purchases, issuances, sales and settlements
 
 
 
 
 
Purchases

 

 

Issuances

 

 

Sales

 

 

Settlements
(464
)
 

 
(464
)
Transfers into Level 3

 

 

Balance, end of period
$
35,521

 
$
1,920

 
$
37,441

During the three months ended June 30, 2016, $0.5 million in investments in limited partnerships were moved from other equity securities to other assets constituting the transfers into and out of Level 3. During the three months ended June 30, 2015, there were no transfers between fair value Levels 1, 2 or 3. 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, 2016 and 2015.



34

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The tables below present the balances of assets measured at fair value on a nonrecurring basis at:
 
June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$

 
$
30,774

 
$
18,104

 
$
48,878

Other real estate owned

 
10,036

 

 
10,036

Total Assets
$

 
$
40,810

 
$
18,104

 
$
58,914

 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Impaired loans
$

 
$
30,979

 
$
12,820

 
$
43,799

Other real estate owned

 
10,039

 
8

 
10,047

Total Assets
$

 
$
41,018

 
$
12,828

 
$
53,846

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,
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands)
Impaired loans
$
(6,991
)
 
$
(382
)
 
$
(14,576
)
 
$
(843
)
Other real estate owned
(245
)
 
(1,126
)
 
(258
)
 
(1,154
)
Total losses
$
(7,236
)
 
$
(1,508
)
 
$
(14,834
)
 
$
(1,997
)
Impaired loans over $100 thousand 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 current carrying value of $8.6 million as of June 30, 2016 and consists 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 nonrecurring 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 12, “Goodwill.” There were no other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2016.
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 nonrecurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or nonrecurring basis are as discussed above. The methodologies for other financial assets and financial liabilities are discussed below.

35

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 and held to maturity 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.”
Loans Held for Sale: The estimated fair value of loans held for sale is based on market bids obtained from potential buyers.
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 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 $0.2 million and $0.2 million at June 30, 2016 and December 31, 2015, respectively. See Note 5, “Commitments and Contingent Liabilities,” for additional information.
Deposit liabilities: The 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.

36

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents carrying amounts and fair values of First Commonwealth’s financial instruments:
 
June 30, 2016
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
68,163

 
$
68,163

 
$
68,163

 
$

 
$

Interest-bearing deposits
30,457

 
30,457

 
30,457

 

 

Securities available for sale
855,333

 
855,333

 

 
819,940

 
35,393

Securities held to maturity
405,976

 
414,770

 

 
414,770

 

Other investments
58,087

 
58,087

 

 
58,087

 

Loans held for sale
11,613

 
11,613

 

 
11,613

 

Loans
4,843,776

 
4,857,127

 

 
30,774

 
4,826,353

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
4,394,520

 
4,395,297

 

 
4,395,297

 

Short-term borrowings
1,464,687

 
1,464,408

 

 
1,464,408

 

Subordinated debt
72,167

 
61,427

 

 

 
61,427

Long-term debt
9,034

 
10,077

 

 
10,077

 


 
December 31, 2015
 
 
 
Fair Value Measurements Using:
 
Carrying
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Financial assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
66,644

 
$
66,644

 
$
66,644

 
$

 
$

Interest-bearing deposits
2,808

 
2,808

 
2,808

 

 

Securities available for sale
886,560

 
886,560

 

 
848,732

 
37,828

Other investments
62,952

 
62,952

 

 
62,952

 

Loans held for sale
5,763

 
5,763

 

 
5,763

 

Loans
4,683,750

 
4,690,852

 

 
30,979

 
4,659,873

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposits
4,195,894

 
4,198,817

 

 
4,198,817

 

Short-term borrowings
1,510,825

 
1,510,718

 

 
1,510,718

 

Subordinated debt
72,167

 
62,794

 

 

 
62,794

Long-term debt
9,314

 
9,834

 

 
9,834

 

Note 11 Derivatives
Derivatives Not Designated as Hedging Instruments
First Commonwealth is a party to interest rate derivatives that are not designated as hedging instruments. 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.

37

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 22 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 seven 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 that provide 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.
Derivatives Designated as Hedging Instruments
The Company has entered into four interest rate swap contracts that were designated as cash flow hedges. The interest rate swaps have a total notional amount of $200.0 million, $85.0 million with an original maturity of three years and $115.0 million with and original maturity of four years. The Company's risk management objective for these hedges is to reduce its exposure to variability in expected future cash flows related to interest payments on commercial loans benchmarked to the 1-month LIBOR rate. Therefore, the interest rate swaps convert the interest payments on the first $200.0 million of 1-month LIBOR based commercial loans into fixed rate payments.
The periodic net settlement of interest rate swaps is recorded as an adjustment to "Interest and fees on loans" in the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2016, there was a $0.9 million impact on interest income as a result of these interest rate swaps. Changes in the fair value of the effective portion of cash flow hedges are reported in OCI. When the cash flows associated with the hedged item are realized, the gain or loss included in OCI is recognized in "Interest and fees on loans," the same line item in the Condensed Consolidated Statements of Income as the income on the hedged items. The cash flow hedges were highly effective at June 30, 2016, and December 31, 2015, and changes in the fair value attributed to hedge ineffectiveness were not material.
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, 2016
 
December 31, 2015
 
(dollars in thousands)
Derivatives not Designated as Hedging Instruments
 
 
 
Credit value adjustment
$
(2,075
)
 
$
(542
)
Notional Amount:
 
 
 
Interest rate derivatives
324,630

 
276,860

Interest rate caps
21,168

 
22,793

Risk participation agreements
164,850

 
126,612

Sold credit protection on risk participation agreements
(35,786
)
 
(20,383
)
Derivatives Designated as Hedging Instruments
 
 
 
Fair value adjustment
(3,015
)
 
922

Notional Amount - Interest rate derivatives
200,000

 
200,000


38

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
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,
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands)
Non-hedging interest rate derivatives
 
 
 
 
 
 
 
(Decrease) increase in other income
$
(531
)
 
$
593

 
$
(1,545
)
 
$
363

Hedging interest rate derivatives
 
 
 
 
 
 
 
Increase in interest and fees on loans
424

 
557

 
854

 
938

Increase in other expense
26

 
12

 
41

 
21


The fair value of our derivatives is included in a table in Note 18, “Fair Values of Assets and Liabilities,” in the line items
“Other assets” and “Other liabilities.”

Note 12 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 that 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.
We consider First Commonwealth to be one reporting unit. The carrying amount of goodwill as of June 30, 2016 and December 31, 2015 was $164.5 million. No impairment charges on goodwill or other intangible assets were incurred in 2016 or 2015.
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.
As of June 30, 2016, goodwill was not considered impaired; however, changing economic conditions that may adversely affect our performance, the fair value of our assets and liabilities, or our 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.
Note 13 New Accounting Pronouncements
In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606). In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," with an original effective date for annual reporting periods beginning after December 15, 2016. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 deferred the effective date of ASU 2014-09 to annual periods and interim periods within those annual periods beginning after December 15, 2017. We are currently evaluating the potential impact of ASU 2015-14 on our financial statements.
In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10)," which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This ASU addresses: 1. requiring equity investments to be measured at fair value, recognizing the changes in fair value through net income; 2. simplifying the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3. eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public entities; 4. eliminating the requirement for public entities to disclose the methods and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost; 5. requiring public entities to use the exit price notion when measuring the fair value of financial instruments; 6. requiring and entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a

39

ITEM 1. Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


change in instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; 7. requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements; and 8. clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 for public entities and for fiscal years beginning after December 15, 2018 for entities that are not public entities. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Entities have the option to use certain relief; full retrospective application is prohibited. Management has not yet evaluated the impact of the ASU on First Commonwealth's financial condition or results of operations and will be monitoring developments and additional guidance closely to determine the potential impact of the new standard.
In March 2016, FASB issued ASU No. 2016-05, "Derivatives and Hedging (Topic 815)," which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This ASU is effective for public entities beginning after December 15, 2016, and interim periods within those fiscal years. The adoption of this ASU is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.
In March 2016, FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.” This update requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election for forfeitures as they occur. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. 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 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which amends the guidance for recognizing credit losses from an “incurred loss” methodology that delays recognition of credit losses until it is probable a loss has been incurred to an expected credit loss methodology. The guidance requires the use of the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The standard is effective for the Company as of January 1, 2020. Management is currently evaluating the impact of the amended guidance on First Commonwealth’s financial condition or results of operations.
Note 14 Subsequent Event

On July 27, 2016, the Company announced that it had reached an agreement with FirstMerit Bank, NA to acquire 13 retail branches in Canton and Ashtabula, Ohio with approximately $735 million of deposits and $115 million of performing retail and business loans. This transaction is subject to regulatory approval and is expected to close in the fourth quarter of 2016.


40

Table of Contents



ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
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, 2016 and 2015, 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, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the Securities and Exchange Commission, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute “forward-looking statements” as well. 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, including, but not limited to: (1) local, regional, national and international economic conditions and the impact they may have on First Commonwealth and its customers; (2) volatility and disruption in national and international financial markets; (3) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; (4) inflation, interest rate, commodity price, securities market and monetary fluctuations; (5) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which First Commonwealth or its customers must comply; (6) the soundness of other financial institutions; (7) political instability; (8) impairment of First Commonwealth’s goodwill or other intangible assets; (9) acts of God or of war or terrorism; (10) the timely development and acceptance of new products and services and perceived overall value of these products and services by users; (11) changes in consumer spending, borrowings and savings habits; (12) changes in the financial performance and/or condition of First Commonwealth’s borrowers; (13) technological changes; (14) acquisitions and integration of acquired businesses; (15) First Commonwealth’s ability to attract and retain qualified employees; (16) changes in the competitive environment in First Commonwealth’s markets and among banking organizations and other financial service providers; (17) the ability to increase market share and control expenses; (18) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (19) the reliability of First Commonwealth’s vendors, internal control systems or information systems; (20) the costs and effects of legal and regulatory developments, the resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals; and (21) 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 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 pages 43 and 50 for the six and three months ended June 30, 2016 and 2015, respectively.

41

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Selected Financial Data
The following selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, which follows, and with the Condensed Consolidated Financial Statements and related notes. 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands, except per share data)
Net Income
$
12,007

 
$
13,447

 
$
24,480

 
$
27,668

Per Share Data:
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.14

 
$
0.15

 
$
0.28

 
$
0.31

Diluted Earnings per Share
0.14

 
0.15

 
0.28

 
0.31

Cash Dividends Declared per Common Share
0.07

 
0.07

 
0.14

 
0.14

Average Balance:
 
 
 
 
 
 
 
Total assets
$
6,707,132

 
$
6,361,156

 
$
6,662,363

 
$
6,359,781

Total equity
739,513

 
712,110

 
734,933

 
715,195

End of Period Balance:
 
 
 
 
 
 
 
Net loans
 
 
 
 
$
4,795,568

 
$
4,455,327

Total assets
 
 
 
 
6,749,821

 
6,316,728

Total deposits
 
 
 
 
4,394,520

 
4,210,107

Total equity
 
 
 
 
741,786

 
711,206

Key Ratios:
 
 
 
 
 
 
 
Return on average assets
0.72
%
 
0.85
%
 
0.74
%
 
0.88
%
Return on average equity
6.53
%
 
7.57
%
 
6.70
%
 
7.80
%
Dividends payout ratio
50.00
%
 
46.67
%
 
50.00
%
 
45.16
%
Average equity to average assets ratio
11.03
%
 
11.19
%
 
11.03
%
 
11.25
%
Net interest margin
3.27
%
 
3.26
%
 
3.28
%
 
3.30
%
Net loans to deposits ratio
 
 
 
 
109.13
%
 
105.82
%

Results of Operations
Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015
Net Income
For the six months ended June 30, 2016, First Commonwealth had net income of $24.5 million, or $0.28 diluted earnings per share, compared to net income of $27.7 million, or $0.31 diluted earnings per share, in the six months ended June 30, 2015. The decrease in net income was primarily the result of an increase in the provision for loan losses, partially offset by an increase in net interest income and a decrease in other expenses.
For the six months ended June 30, 2016, the Company’s return on average equity was 6.70% and its return on average assets was 0.74%, compared to 7.80% and 0.88%, respectively, for the six months ended June 30, 2015.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $99.8 million in the first six months of 2016, compared to $95.2 million for the same period in 2015. This increase was primarily due to growth in average interest earning assets of $303.0 million. Net interest income comprises a majority of our operating revenue (net interest income before provision expense plus noninterest income), at 77% and 75% for the six months ended June 30, 2016 and 2015, respectively.
The net interest margin, on a fully taxable equivalent basis, was 3.28% and 3.30% for the six months ended June 30, 2016 and June 30, 2015, respectively. The two basis point decline in the net interest margin is attributable to an increase in the overall cost of interest bearing liabilities.
 
The taxable equivalent yield on interest-earning assets was 3.59% for the six months ended June 30, 2016, an increase of two basis points compared to the 3.57% yield for the same period in 2015. Excluding the impact of a special FHLB dividend in the

42

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



first quarter of 2015, the yield on interest-earning assets would have increased by four basis points. This increase is largely due to the investment portfolio yield, which, after excluding the impact of the $1.0 million special FHLB dividend, improved by 16 basis points when compared to the six months ended June 30, 2015. This increase can be attributed to the runoff or sale of lower yielding U.S. Agency securities which were replaced with higher yielding investment securities. Investment portfolio purchases during the six months ended June 30, 2016 have been primarily in mortgage-related assets with approximate durations of 48-60 months and municipal securities with durations of approximately five years. The mortgage-related investments have monthly principal payments that will provide for reinvestment opportunities if interest rates rise.
The cost of interest-bearing liabilities increased to 0.39% for the six months ended June 30, 2016, from 0.34% for the same period in 2015, primarily due to an increase in the cost of short-term borrowings. Offsetting that increase was an 11 basis point decline in the cost of time deposits, as higher cost time deposits ran off and were replaced with growth in noninterest-bearing demand deposits, interest bearing demand deposits and short-term borrowings.
For the six months ended June 30, 2016, changes in interest rates negatively impacted net interest income by $2.1 million when compared with the same period in 2015. The higher yield on interest-earning assets positively impacted net interest income by $0.2 million, while the increase in the cost of interest-bearing liabilities had a negative impact of $2.2 million. We have been able to partially mitigate the impact of low 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 yields by re-investing cash flow from runoff and from sales of lower-yielding investments.
While increases in the cost of interest-bearing liabilities compressed the net interest margin, increases in average interest-earning assets more than offset the effect on net interest income. Average earning assets for the six months ended June 30, 2016 increased $303.0 million, or 5%, compared to the same period in 2015. Average loans for the six months ended June 30, 2016 increased $300.6 million, or 7%, compared to the same period in 2015.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $6.7 million in the six months ended June 30, 2016, as compared to the same period in 2015. Higher levels of interest-earning assets resulted in an increase of $6.0 million in interest income, while changes in the volume of interest-bearing liabilities decreased interest expense by $0.6 million, primarily as the result of decreases in long-term debt and time deposits, including brokered deposits.
Net interest income also benefited from a $115.8 million increase in average net free funds at June 30, 2016 as compared to June 30, 2015. 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 of $93.0 million, or 9.1%, in noninterest-bearing demand deposit average balances. Additionally, higher cost time deposits continue to mature and reprice into lower cost deposits or other funding alternatives. Average time deposits for the six months ended June 30, 2016 decreased by $155.0 million compared to the comparable period in 2015.
 
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:
 
 
2016
2015
 
(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income
$
107,203

$
101,235

Adjustment to fully taxable equivalent basis
1,885

1,653

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
109,088

102,888

Interest expense
9,305

7,693

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
99,783

$
95,195




43

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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:
 
 
2016
2015
 
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
$
5,096

$
11

0.43
%
$
4,385

$
5

0.23
%
Tax-free investment securities
60,891

1,126

3.72

30,665

593

3.90

Taxable investment securities
1,260,138

15,728

2.51

1,288,712

15,594

2.44

Loans, net of unearned income (b)(c)
4,789,306

92,223

3.87

4,488,660

86,696

3.89

Total interest-earning assets
6,115,431

109,088

3.59

5,812,422

102,888

3.57

Noninterest-earning assets:
 
 
 
 
 
 
Cash
67,728

 
 
66,028

 
 
Allowance for credit losses
(54,701
)
 
 
(50,870
)
 
 
Other assets
533,905

 
 
532,201

 
 
Total noninterest-earning assets
546,932

 
 
547,359

 
 
Total Assets
$
6,662,363

 
 
$
6,359,781

 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits (d)
$
728,404

$
220

0.06
%
$
652,583

$
106

0.03
%
Savings deposits (d)
1,879,011

1,490

0.16

1,861,432

1,225

0.13

Time deposits
586,723

1,807

0.62

741,738

2,699

0.73

Short-term borrowings
1,475,233

4,335

0.59

1,172,957

2,074

0.36

Long-term debt
81,339

1,453

3.59

134,831

1,589

2.38

Total interest-bearing liabilities
4,750,710

9,305

0.39

4,563,541

7,693

0.34

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
1,117,159

 
 
1,024,197

 
 
Other liabilities
59,561

 
 
56,848

 
 
Shareholders’ equity
734,933

 
 
715,195

 
 
Total Noninterest-Bearing Funding Sources
1,911,653

 
 
1,796,240

 
 
Total Liabilities and Shareholders’ Equity
$
6,662,363

 
 
$
6,359,781

 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
$
99,783

3.28
%
 
$
95,195

3.30
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.
(b)
Loan balances include held for sale and nonaccrual loans. Income on nonaccrual loans is accounted for on the cash basis.
(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.

 

44

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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, 2016 compared with June 30, 2015:
 
 
 
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
 
$
6

 
$
1

 
$
5

Tax-free investment securities
 
533

 
585

 
(52
)
Taxable investment securities
 
134

 
(346
)
 
480

Loans
 
5,527

 
5,800

 
(273
)
Total interest income (b)
 
6,200

 
6,040

 
160

Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
114

 
11

 
103

Savings deposits
 
265

 
11

 
254

Time deposits
 
(892
)
 
(561
)
 
(331
)
Short-term borrowings
 
2,261

 
540

 
1,721

Long-term debt
 
(136
)
 
(631
)
 
495

Total interest expense
 
1,612

 
(630
)
 
2,242

Net interest income
 
$
4,588

 
$
6,670

 
$
(2,082
)
 
(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 the allowance for credit losses needed for 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:
 
 
2016
 
2015
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
$
21,269

126
 %
 
$
1,710

40
 %
Real estate construction
(634
)
(4
)
 
(629
)
(15
)
Residential real estate
341

2

 
70

2

Commercial real estate
(6,437
)
(38
)
 
881

21

Loans to individuals
2,359

14

 
2,165

52

Total
$
16,898

100
 %
 
$
4,197

100
 %
The provision for credit losses for the six months ended June 30, 2016 increased in comparison to the six months ended June 30, 2015 by $12.7 million. The level of provision expense in the first half of 2016 is primarily due to commercial, financial, agricultural and other loans as the result of specific reserves established for two loan relationships, as well as increases in historical loss factors and increases in qualitative factors related to certain recovery rates. The negative provision expense for commercial real estate loans is a result of declines in historical loss factors related to this category. The provision for loans to individuals is related to charge-offs in the indirect automobile portfolio as well as changes in qualitative factors that relate to the automobile industry.
The majority of the 2015 provision expense attributable to loans to individuals is a result of charge-offs in the indirect auto portfolio. The 2015 provision for the commercial, financial, and agricultural category can be attributed to an increase in historical loss factors, offset by $4.2 million in loans transferred to held for sale that resulted in the release of $1.1 million in

45

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



specific reserves. Real estate construction reflects a negative reserve in 2015 as the result of a decline in historical loss factors for this category.
The allowance for credit losses was $59.8 million, or 1.24%, of total loans outstanding at June 30, 2016, compared to $50.8 million, or 1.08%, at December 31, 2015 and $45.3 million, or 1.01%, at June 30, 2015. The change compared to December 31, 2015, can be attributed to an increase of $13.6 million, or 27%, in nonperforming loans, resulting in an $8.5 million increase in the level of specific reserves held on impaired loans. Nonperforming loans as a percentage of total loans increased to 1.33% at June 30, 2016 from 1.09% at December 31, 2015 and 1.00% as of June 30, 2015. The allowance to nonperforming loan ratio was 92.88%, 99.94% and 106.26% as of June 30, 2016, December 31, 2015 and June 30, 2015, respectively.
 
Below is an analysis of the consolidated allowance for credit losses for the six months ended June 30, 2016 and 2015 and the year-ended December 31, 2015:
 
 
 
June 30, 2016
 
June 30, 2015
 
December 31, 2015
 
 
(dollars in thousands)
Balance, beginning of period
 
$
50,812

 
$
52,051

 
$
52,051

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
6,145

 
7,940

 
11,429

Real estate construction
 

 

 
8

Residential real estate
 
602

 
1,050

 
1,539

Commercial real estate
 
408

 
688

 
1,538

Loans to individuals
 
2,491

 
2,383

 
4,354

Total loans charged off
 
9,646

 
12,061

 
18,868

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
198

 
358

 
1,097

Real estate construction
 
227

 
84

 
84

Residential real estate
 
260

 
239

 
587

Commercial real estate
 
783

 
153

 
229

Loans to individuals
 
289

 
323

 
684

Total recoveries
 
1,757

 
1,157

 
2,681

Net credit losses
 
7,889

 
10,904

 
16,187

Provision charged to expense
 
16,898

 
4,197

 
14,948

Balance, end of period
 
$
59,821

 
$
45,344

 
$
50,812



46

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Noninterest Income
The following table presents the components of noninterest income for the six months ended June 30: 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
2,575

 
$
2,897

 
$
(322
)
 
(11
)%
Service charges on deposit accounts
 
7,553

 
7,190

 
363

 
5

Insurance and retail brokerage commissions
 
3,944

 
4,373

 
(429
)
 
(10
)
Income from bank owned life insurance
 
2,607

 
2,732

 
(125
)
 
(5
)
Card-related interchange income
 
7,341

 
7,147

 
194

 
3

Swap fee income
 
1,260

 
643

 
617

 
96

Other income
 
3,234

 
3,424

 
(190
)
 
(6
)
Subtotal
 
28,514

 
28,406

 
108

 

Net securities gains
 
28

 
125

 
(97
)
 
(78
)
Gain on sale of mortgage loans
 
1,615

 
1,024

 
591

 
58

Gain on sale of other loans and assets
 
661

 
620

 
41

 
7

Derivatives mark to market
 
(1,545
)
 
363

 
(1,908
)
 
(526
)
Total noninterest income
 
$
29,273

 
$
30,538

 
$
(1,265
)
 
(4
)%
 
Noninterest income, excluding net securities gains, gain on sale of loans and other assets and the derivatives mark to market, increased $0.1 million for the first six months of 2016 compared to 2015. Service charges on deposit accounts increased $0.4 million and card-related interchange income increased $0.2 million, due to growth in the number of deposit accounts and increases in customer fee-related activity. Offsetting these increases were insurance and retail brokerage commissions and trust income, which decreased $0.4 million and $0.3 million, respectively, due to lower annuity and mutual fund sales. Swap fee income increased compared to 2015, by $0.6 million due to an increase in the number of interest rate swaps entered into for our commercial loan customers during the first six months of 2016 compared to the same period in the prior year.
Total noninterest income for the six months ended June 30, 2016 decreased $1.3 million in comparison to the six months ended June 30, 2015. The most significant change includes a $1.9 million decrease related to the mark to market adjustment on interest rate swaps entered for our commercial loan customers. This negative adjustment does not reflect an actual loss on the swaps, but rather relates to a change in fair value due to increases in corporate bond spreads and decreases in swap rates. Offsetting the derivative mark to market adjustment was a $0.6 million increase in the gain on sale of mortgage loans due to the continuing expansion of our mortgage business.


47

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Noninterest Expense
The following table presents the components of noninterest expense for the six months ended June 30: 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
41,565

 
$
43,893

 
$
(2,328
)
 
(5
)%
Net occupancy expense
 
6,667

 
7,227

 
(560
)
 
(8
)
Furniture and equipment expense
 
5,749

 
5,310

 
439

 
8

Data processing expense
 
3,547

 
2,947

 
600

 
20

Pennsylvania shares tax expense
 
1,850

 
1,904

 
(54
)
 
(3
)
Intangible amortization
 
251

 
312

 
(61
)
 
(20
)
Collection and repossession expense
 
1,043

 
1,428

 
(385
)
 
(27
)
Other professional fees and services
 
1,704

 
1,875

 
(171
)
 
(9
)
FDIC insurance
 
2,100

 
2,084

 
16

 
1

Other operating expenses
 
9,758

 
10,288

 
(530
)
 
(5
)
Subtotal
 
74,234

 
77,268

 
(3,034
)
 
(4
)
Loss on sale or write-down of assets
 
441

 
1,897

 
(1,456
)
 
(77
)
Litigation and operational losses
 
879

 
1,323

 
(444
)
 
34
 %
Total noninterest expense
 
$
75,554

 
$
80,488

 
$
(4,934
)
 
(6
)%

Noninterest expense, excluding loss on sale or write-down of assets and litigation and operational losses, decreased $3.0 million, or 4%, for the six months ended June 30, 2016 compared to the same period in 2015. Contributing to the 2016 decrease is a $2.3 million decline in salaries and employee benefits primarily due to the retail transformation initiative, which resulted in some staffing reductions as well as a higher than normal level of open positions in the second quarter of 2016. In addition, there was a $0.5 million decrease in other operating expenses primarily due to a $0.9 million decrease in the required reserves for unfunded loan commitments. Despite the addition of four branch locations as a result of the acquisition of First Community Bank in the fourth quarter of 2015, net occupancy expense was $0.6 million lower in the first half of 2016 as compared to the same period in 2015. Contributing to this decline is $0.3 million in lower snow removal costs and efficiencies related to the closure of four branch locations during 2015. Offsetting these decreases is an increase of $0.6 million in data processing expense primarily due to the issuance of chip debit cards to our customers during the first half of 2016.

Litigation and operational losses decreased $0.4 million for the six months ended June 30, 2016. In the first six months of 2015, operational losses were largely due to fraud losses recognized in conjunction with several merchant debit card breaches. Losses of this type were significantly lower in the first six months of 2016.
Income Tax
The provision for income taxes decreased $1.5 million for the six months ended June 30, 2016, compared to the corresponding period in 2015. The lower provision for income taxes was the result of a $4.7 million decrease in the level of income before taxes.
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, 2016 and 2015.
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 reduced our tax rate below the 35% statutory rate produced an annual effective tax rate of 29.5% and 29.8% for the six months ended June 30, 2016 and 2015, respectively.
As of June 30, 2016, our deferred tax assets totaled $28.9 million. Based on our evaluation as of June 30, 2016, we determined that it is more likely than not that all of these assets will be realized. As a result, a valuation allowance against these assets was not needed. 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

48

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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.
Results of Operations
Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Net Income
For the three months ended June 30, 2016, First Commonwealth had net income of $12.0 million, or $0.14 diluted earnings per share, compared to net income of $13.4 million, or $0.15 diluted earnings per share, in the three months ended June 30, 2015. The decrease in net income was primarily the result of an increase in the provision for credit losses offset by an increase in net interest income and declines in noninterest expense.
For the three months ended June 30, 2016, the Company’s return on average equity was 6.53% and its return on average assets was 0.72%, compared to 7.57% and 0.85%, respectively, for the three months ended June 30, 2015.

Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $50.0 million in the second quarter of 2016, compared to $47.2 million for the same period in 2015. This increase was primarily due to growth in average interest earning assets of $347.4 million. Net interest income comprises a majority of our operating revenue (net interest income before provision expense plus noninterest income) at 76% and 74% for the three months ended June 30, 2016 and 2015, respectively.
The net interest margin, on a fully taxable equivalent basis, was 3.27% and 3.26% for the three months ended June 30, 2016 and June 30, 2015, respectively. The one basis point increase in the net interest margin is primarily due to the growth in earning assets.
 
The taxable equivalent yield on interest-earning assets was 3.58% for the three months ended June 30, 2016, an increase of six basis points compared to the 3.52% yield for the same period in 2015. This increase is largely due to the investment portfolio yield, which improved by 20 basis points when compared to the three months ended June 30, 2015. This increase can be attributed to the runoff or sale of lower yielding U.S. Agency securities, which were replaced with higher yielding investment securities. Investment portfolio purchases during the three months ended June 30, 2016 have been primarily in mortgage-related assets with approximate durations of 48-60 months and municipal securities with durations of approximately five years. The mortgage-related investments have monthly principal payments that will provide for reinvestment opportunities if interest rates rise.
The cost of interest-bearing liabilities increased to 0.40% for the three months ended June 30, 2016, from 0.33% for the same period in 2015, primarily due to an increase in the cost of short-term borrowings. Offsetting that increase was a 7 basis point decline in the cost of time deposits, as higher cost time deposits ran off and were replaced with growth in noninterest-bearing demand deposits, interest bearing demand deposits and short-term borrowings.
For the three months ended June 30, 2016, changes in interest rates negatively impacted net interest income by $0.8 million when compared with the same period in 2015. The higher yield on interest-earning assets positively impacted net interest income by $0.4 million, while the increase in the cost of interest-bearing liabilities had a negative impact of $1.2 million. We have been able to partially mitigate the impact of low 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 yields by reinvesting cash flow from runoff and from sales of lower-yielding investments.
While decreases in interest rates and yields compressed the net interest margin, increases in average interest-earning assets more than offset the effect on net interest income. Average earning assets for the three months ended June 30, 2016 increased $347.4 million, or 6.0%, compared to the same period in 2015. Average loans for the three months ended June 30, 2016 increased $334.4 million, or 7.4%, compared to the same period in 2015.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $3.6 million in the three months ended June 30, 2016, as compared to the same period in 2015. Higher levels of interest-earning

49

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



assets resulted in an increase of $3.4 million in interest income, while changes in the volume of interest-bearing liabilities decreased interest expense by $0.2 million, primarily as the result of decreases in long-term debt and time deposits, including brokered deposits.
Net interest income also benefited from a $127.6 million increase in average net free funds at June 30, 2016 as compared to June 30, 2015. 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 of $92.0 million, or 8.8%, in noninterest-bearing demand deposit average balances. Additionally, higher cost time deposits continue to mature and reprice into lower cost deposits or other funding alternatives. Average time deposits for the three months ended June 30, 2016 declined by $116.2 million compared to the comparable period in 2015.
 
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:
 
 
2016
 
2015
 
(dollars in thousands)
Interest income per Condensed Consolidated Statements of Income
$
53,850

 
$
50,150

Adjustment to fully taxable equivalent basis
943

 
835

Interest income adjusted to fully taxable equivalent basis (non-GAAP)
54,793

 
50,985

Interest expense
4,759

 
3,780

Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
50,034

 
$
47,205





50

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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:
 
 
2016
2015
 
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
$
5,852

$
5

0.34
%
$
3,573

$
2

0.22
%
Tax-free investment securities
61,795

570

3.71

33,553

324

3.87

Taxable investment securities
1,253,371

7,776

2.50

1,270,890

7,288

2.30

Loans, net of unearned income (b)(c)
4,833,360

46,442

3.86

4,498,965

43,371

3.87

Total interest-earning assets
6,154,378

54,793

3.58

5,806,981

50,985

3.52

Noninterest-earning assets:
 
 
 
 
 
 
Cash
70,336

 
 
68,974

 
 
Allowance for credit losses
(56,688
)
 
 
(48,116
)
 
 
Other assets
539,106

 
 
533,317

 
 
Total noninterest-earning assets
552,754

 
 
554,175

 
 
Total Assets
$
6,707,132

 
 
$
6,361,156

 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits (d)
$
755,031

$
135

0.07
%
$
665,196

$
62

0.04
%
Savings deposits (d)
1,905,903

900

0.19

1,861,548

624

0.13

Time deposits
578,518

893

0.62

694,725

1,194

0.69

Short-term borrowings
1,447,452

2,100

0.58

1,204,466

1,116

0.37

Long-term debt
81,268

731

3.62

122,410

784

2.57

Total interest-bearing liabilities
4,768,172

4,759

0.40

4,548,345

3,780

0.33

Noninterest-bearing liabilities and shareholders’ equity:
 
 
 
 
 
 
Noninterest-bearing demand deposits (d)
1,137,626

 
 
1,045,659

 
 
Other liabilities
61,821

 
 
55,042

 
 
Shareholders’ equity
739,513

 
 
712,110

 
 
Total noninterest-bearing funding sources
1,938,960

 
 
1,812,811

 
 
Total Liabilities and Shareholders’ Equity
$
6,707,132

 
 
$
6,361,156

 
 
Net Interest Income and Net Yield on Interest-Earning Assets
 
$
50,034

3.27
%
 
$
47,205

3.26
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 35% federal income tax statutory rate.
(b)
Loan balances include held for sale and nonaccrual loans. Income on nonaccrual loans is accounted for on the cash basis.
(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.

 

51

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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, 2016 compared with June 30, 2015:
 
 
 
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
 
$
3

 
$
1

 
$
2

Tax-free investment securities
 
246

 
272

 
(26
)
Taxable investment securities
 
488

 
(100
)
 
588

Loans
 
3,071

 
3,226

 
(155
)
Total interest income (b)
 
3,808

 
3,399

 
409

Interest-bearing liabilities:
 
 
 
 
 
 
Interest-bearing demand deposits
 
73

 
9

 
64

Savings deposits
 
276

 
14

 
262

Time deposits
 
(301
)
 
(200
)
 
(101
)
Short-term borrowings
 
984

 
224

 
760

Long-term debt
 
(53
)
 
(264
)
 
211

Total interest expense
 
979

 
(217
)
 
1,196

Net interest income
 
$
2,829

 
$
3,616

 
$
(787
)
 
(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.

The table below provides a breakout of the provision for credit losses by loan category for the three months ended June 30:
 
2016
 
2015
 
Dollars
Percentage
 
Dollars
Percentage
 
(dollars in thousands)
Commercial, financial, agricultural and other
9,325

90
 %
 
$
2,051

67
 %
Real estate construction
(425
)
(4
)
 
(94
)
(3
)
Residential real estate
55

1

 
(123
)
(4
)
Commercial real estate
495

4

 
211

7

Loans to individuals
922

9

 
993

33

Unallocated


 


Total
$
10,372

100
 %
 
$
3,038

100
 %
The provision for credit losses for the three months ended June 30, 2016 increased in comparison to the three months ended June 30, 2015 by $7.3 million. The level of the second quarter 2016 provision expense is primarily due to commercial, financial, agricultural and other loans as the result of an increase in historical loss factors, an increase in qualitative factors related to certain recovery rates as well as specific reserves established for one loan relationship. The negative provision expense for real estate construction loans is a result of decreases in historical loss factors. The provision for loans to individuals is related to charge-offs in the indirect automobile portfolio, as well as changes in qualitative factors that relate to the automobile industry.
The majority of the 2015 provision expense attributable to loans to individuals is a result of charge-offs in the indirect auto portfolio. The provision in 2015 related to the commercial, financial, and agricultural category can be attributed to an increase in historical loss factors. Real estate construction and residential real estate reflect a negative reserve in 2015 as the result of a decline in historical loss factors for this category.


52

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Below is an analysis of the consolidated allowance for credit losses for the three months ended June 30, 2016 and 2015 and the year-ended December 31, 2015:

 
 
June 30, 2016
 
June 30, 2015
 
December 31, 2015
 
 
(dollars in thousands)
Balance, beginning of period
 
$
55,222

 
$
46,697

 
$
52,051

Loans charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
4,753

 
2,860

 
11,429

Real estate construction
 

 

 
8

Residential real estate
 
220

 
484

 
1,539

Commercial real estate
 
143

 
486

 
1,538

Loans to individuals
 
1,022

 
1,122

 
4,354

Total loans charged off
 
6,138

 
4,952

 
18,868

Recoveries of loans previously charged off:
 
 
 
 
 
 
Commercial, financial, agricultural and other
 
64

 
158

 
1,097

Real estate construction
 
4

 
84

 
84

Residential real estate
 
142

 
143

 
587

Commercial real estate
 
27

 
15

 
229

Loans to individuals
 
128

 
161

 
684

Total recoveries
 
365

 
561

 
2,681

Net credit losses
 
5,773

 
4,391

 
16,187

Provision charged to expense
 
10,372

 
3,038

 
14,948

Balance, end of period
 
$
59,821

 
$
45,344

 
$
50,812




Noninterest Income
The following table presents the components of noninterest income for the three months ended June 30: 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Income:
 
 
 
 
 
 
 
 
Trust income
 
$
1,320

 
$
1,476

 
$
(156
)
 
(11
)%
Service charges on deposit accounts
 
3,845

 
3,872

 
(27
)
 
(1
)
Insurance and retail brokerage commissions
 
1,985

 
2,178

 
(193
)
 
(9
)
Income from bank owned life insurance
 
1,311

 
1,378

 
(67
)
 
(5
)
Card related interchange income
 
3,784

 
3,729

 
55

 
1

Swap fee income
 
800

 
283

 
517

 
183

Other income
 
1,618

 
1,837

 
(219
)
 
(12
)
Subtotal
 
14,663

 
14,753

 
(90
)
 
(1
)
Net securities gains
 
28

 
20

 
8

 
40

Gain on sale of mortgage loans
 
932

 
585

 
347

 
59

Gain on sale of other loans and assets
 
466

 
396

 
70

 
18

Derivatives mark to market
 
(531
)
 
593

 
(1,124
)
 
(190
)
Total noninterest income
 
$
15,558

 
$
16,347

 
$
(789
)
 
(5
)%

 

53

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Noninterest income, excluding net securities gains, gain on sale of loans and other assets and the derivatives mark to market, decreased $0.1 million for the second quarter of 2016 compared to 2015. Swap fee income increased $0.5 million due to an increase in the number of swaps entered into for our commercial loan customers during the current quarter compared to the same period in the prior year. Offsetting these increases were insurance and retail brokerage commissions and trust income, which each decreased $0.2 million due to lower annuity and mutual fund sales.
Total noninterest income for the three months ended June 30, 2016 decreased $0.8 million in comparison to the three months ended June 30, 2015. The most significant change includes a $1.1 million decrease related to the mark to market adjustment on interest rate swaps entered for our commercial loan customers. This negative adjustment does not reflect an actual loss on the swaps, but rather relates to a change in fair value due to increases in corporate bond spreads and decreases in swap rates. Offsetting the derivatives mark to market adjustment was a $0.3 million increase in the gain on sale of mortgage loans due to the continuing expansion of our mortgage business.

Noninterest Expense
The following table presents the components of noninterest expense for the three months ended June 30: 
 
 
2016
 
2015
 
$ Change
 
% Change
 
 
(dollars in thousands)
Noninterest Expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
19,888

 
$
22,001

 
$
(2,113
)
 
(10
)%
Net occupancy expense
 
3,186

 
3,316

 
(130
)
 
(4
)
Furniture and equipment expense
 
2,882

 
2,630

 
252

 
10

Data processing expense
 
1,788

 
1,509

 
279

 
18

Pennsylvania shares tax expense
 
1,092

 
1,110

 
(18
)
 
(2
)
Intangible amortization
 
114

 
156

 
(42
)
 
(27
)
Collection and repossession expense
 
474

 
917

 
(443
)
 
(48
)
Other professional fees and services
 
913

 
945

 
(32
)
 
(3
)
FDIC insurance
 
1,062

 
1,025

 
37

 
4

Other operating expenses
 
5,031

 
5,067

 
(36
)
 
(1
)
Subtotal
 
36,430

 
38,676

 
(2,246
)
 
(6
)
Loss on sale or write-down of assets
 
345

 
1,635

 
(1,290
)
 
(79
)
Litigation and operational losses
 
635

 
323

 
312

 
97

Total noninterest expense
 
$
37,410

 
$
40,634

 
$
(3,224
)
 
(8
)%

Noninterest expense, excluding loss on sale or write-down of assets and litigation and operational losses, decreased $2.2 million, or 6%, for the three months ended June 30, 2016 compared to the same period in 2015. This decrease can be primarily attributed to a $2.1 million decrease in salaries and employee benefits expense due to staff reductions and a higher than normal level of open positions in 2016 compared to 2015. Also contributing to the 2016 decrease is a $0.5 million decrease in the required reserve for unfunded loan commitments. Despite the addition of four branch locations as a result of the acquisition of First Community Bank in the fourth quarter of 2015, net occupancy expense was $0.1 million lower in the second quarter of 2016 as compared to the same period in 2015. Offsetting these decreases is an increase of $0.3 million in data processing expense, primarily due to the issuance of chip debit cards to our customers during the second quarter of 2016.

Loss on sale or write-down of assets decreased $1.3 million. The second quarter of 2015 includes $1.1 million in write-downs on three OREO properties recognized as a result of updated appraisals, as well as a $0.4 million write-down due to the anticipated sale of a bank building. There were no material write-downs in the second of 2016.

Income Tax
The provision for income taxes decreased $0.7 million for the three months ended June 30, 2016, compared to the corresponding period in 2015. The lower provision for income taxes was the result of a $2.2 million decrease in the level of income before taxes.
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 three months ended June 30, 2016 and 2015.

54

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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 reduced our tax rate below the 35% statutory rate produced an annual effective tax rate of 28.8% and 29.4% for the three months ended June 30, 2016 and 2015, 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 2016, liquidity used by the net decrease in short-term borrowings totaled $46.1 million, while the sales, maturity and redemption of investment securities provided $156.9 million. This liquidity provided funds needed to originate loans, purchase investment securities and fund depositor withdrawals.  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 of Cleveland (“FRB”) and access to certificates of deposit through brokers.
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, 2016, our maximum borrowing capacity under this program was $1.0 billion and as of that date there was $0.6 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, 2016, our outstanding certificates of deposits from this program have an average weighted rate of 0.77% and an average original term of 364 days.
An additional source of liquidity is the FRB Borrower-in-Custody of Collateral program, which enables us to pledge certain loans that are not being used as collateral at the FHLB as collateral for borrowings at the FRB. At June 30, 2016, the borrowing capacity under this program totaled $656.5 million and there were no amounts outstanding.
As of June 30, 2016, our maximum borrowing capacity at the FHLB of Pittsburgh was $1.6 billion and as of that date amounts used against this capacity included $1.4 billion in outstanding borrowings and $10.2 million in outstanding letters of credit.
We also have available unused federal funds lines with four correspondent banks. These lines have an aggregate commitment of $195.0 million and there are no amounts outstanding as of June 30, 2016.
First Commonwealth Financial Corporation has an unsecured $15.0 million line of credit with another financial institution. As of June 30, 2016, 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: 
 
 
June 30, 2016
 
December 31, 2015
 
 
(dollars in thousands)
Noninterest-bearing demand deposits
 
$
1,136,629

 
$
1,116,689

Interest-bearing demand deposits
 
88,777

 
86,365

Savings deposits
 
2,582,709

 
2,390,607

Time deposits
 
586,405

 
602,233

Total
 
$
4,394,520

 
$
4,195,894

During the first six months of 2016, total deposits increased $198.6 million due to a $194.5 million increase in interest-bearing demand and savings deposits and a $19.9 million increase in noninterest-bearing demand deposits. These increases were offset by a $15.8 million decrease in time deposits. The decrease in time deposits is the result of a decline in wholesale certificates of deposit of $3.0 million coupled with a decline in core certificates of deposit of $12.8 million.


55

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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 0.72 and 0.71 at June 30, 2016 and December 31, 2015, 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, 2016 and December 31, 2015:
 
 
 
June 30, 2016
 
 
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
 
$
2,498,318

 
$
175,121

 
$
306,788

 
$
2,980,227

 
$
1,457,717

 
$
369,631

Investments
 
117,754

 
58,477

 
109,202

 
285,433

 
656,909

 
361,580

Other interest-earning assets
 
30,457

 

 

 
30,457

 

 

Total interest-sensitive assets (ISA)
 
2,646,529

 
233,598

 
415,990

 
3,296,117

 
2,114,626

 
731,211

Certificates of deposit
 
107,221

 
78,713

 
151,724

 
337,658

 
244,557

 
4,188

Other deposits
 
2,671,488

 

 

 
2,671,488

 

 

Borrowings
 
1,536,996

 
143

 
290

 
1,537,429

 
2,535

 
5,924

Total interest-sensitive liabilities (ISL)
 
4,315,705

 
78,856

 
152,014

 
4,546,575

 
247,092

 
10,112

Gap
 
$
(1,669,176
)
 
$
154,742

 
$
263,976

 
$
(1,250,458
)
 
$
1,867,534

 
$
721,099

ISA/ISL
 
0.61

 
2.96

 
2.74

 
0.72

 
8.56

 
72.31

Gap/Total assets
 
24.73
%
 
2.29
%
 
3.91
%
 
18.53
%
 
27.67
%
 
10.68
%

 

56

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



 
 
December 31, 2015
 
 
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
 
$
2,371,092

 
$
184,323

 
$
315,162

 
$
2,870,577

 
$
1,439,199

 
$
343,538

Investments
 
115,292

 
50,950

 
102,357

 
268,599

 
597,263

 
454,200

Other interest-earning assets
 
2,808

 

 

 
2,808

 

 

Total interest-sensitive assets (ISA)
 
2,489,192

 
235,273

 
417,519

 
3,141,984

 
2,036,462

 
797,738

Certificates of deposit
 
125,403

 
89,522

 
139,133

 
354,058

 
244,173

 
4,000

Other deposits
 
2,476,973

 

 

 
2,476,973

 

 

Borrowings
 
1,583,132

 
140

 
285

 
1,583,557

 
2,487

 
6,263

Total interest-sensitive liabilities (ISL)
 
4,185,508

 
89,662

 
139,418

 
4,414,588

 
246,660

 
10,263

Gap
 
$
(1,696,316
)
 
$
145,611

 
$
278,101

 
$
(1,272,604
)
 
$
1,789,802

 
$
787,475

ISA/ISL
 
0.59

 
2.62

 
2.99

 
0.71

 
8.26

 
77.73

Gap/Total assets
 
25.83
%
 
2.22
%
 
4.23
%
 
19.38
%
 
27.25
%
 
11.99
%

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, 2016 ($)
 
$
(7,344
)
 
$
(4,288
)
 
$
2,618

 
$
4,653

June 30, 2016 (%)
 
(3.73
)%
 
(2.18
)%
 
1.33
%
 
2.36
%
 
 
 
 
 
 
 
 
 
December 31, 2015 ($)
 
$
(7,293
)
 
$
(2,438
)
 
$
916

 
$
1,900

December 31, 2015 (%)
 
(3.74
)%
 
(1.25
)%
 
0.47
%
 
0.97
%
The following table represents the potential sensitivity of our annual net interest income to immediate changes in interest rates versus 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, 2016 ($)
 
$
(11,101
)
 
$
(7,984
)
 
$
3,143

 
$
5,777

June 30, 2016 (%)
 
(5.64
)%
 
(4.05
)%
 
1.60
%
 
2.93
%
 
 
 
 
 
 
 
 
 
December 31, 2015 ($)
 
$
(11,405
)
 
$
(5,132
)
 
$
1,842

 
$
3,658

December 31, 2015 (%)
 
(5.85
)%
 
(2.63
)%
 
0.94
%
 
1.88
%
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 interest rate decline 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, 2016 and 2015, the cost of our interest-bearing liabilities averaged 0.39% and 0.34%, respectively, and the yield on our average interest-earning assets, on a fully taxable equivalent basis, averaged 3.59% and 3.57%, respectively.
During the first quarter of 2015, the Company entered into cash flow interest rate swaps, in which we extended the duration of $100.0 million of the $1.3 billion LIBOR based loans in our loan portfolio at that time into fixed interest rates for a period of three or four years. These swaps add approximately two basis points of protection to the net interest margin as a hedge against a

57

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



prolonged low-rate environment. A similar cash flow interest rate swap, with a notional amount of $100.0 million, was entered into in 2014. Please refer to Note 11, "Derivatives," for additional information on interest rate swaps.
Asset/liability models require that certain assumptions be made, such as prepayment rates on earning assets and the impact of pricing 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.
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 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 $3.5 million at June 30, 2016 and is classified in "Other liabilities" on the Condensed Consolidated Statements of Financial Condition.
First Commonwealth defines exposure to the Oil and Gas Industry as any borrower who is involved in exploration and production, and any company in the industry supply chain that generates 40% or more of their sales revenue from exploration and production companies.
As of June 30, 2016, the Company had a total of $137.5 million in commitments to the Oil and Gas Industry, with $67.2 million in outstanding loan balances against those commitments. Of this total, commitments of $29.8 million with outstanding balances of $7.5 million are for exploration and production, while $107.7 million in commitments, with outstanding balances of $59.8 million, are related to ancillary businesses.
One customer accounts for 33.5% of the loans related to exploration and production and is a pass-rated credit. This credit facility is primarily used to support letters of credit and has little or no usage. One commercial relationship totaling $3.5 million is categorized as a non-pass accruing credit. One commercial relationship in this category, totaling $2.4 million, is on non-performing status since before the oil price decline in the third quarter of 2014.
The ancillary businesses sector consists of well services, transportation, and providing equipment and materials to support the oil and gas industry. Two customers, which account for 36.2% of the ancillary business exposure, are bulk transporters of refined product and are not expected to be negatively impacted from lower oil prices. There are two pass-rated credits, with total commitments of $24.3 million, in the ancillary business sector that will see some impact from reduced drilling activity due to lower oil and gas prices. Three commercial relationships with $8.2 million in outstanding loans for ancillary businesses are on non-performing status.
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 2016, 42 loans totaling $8.0 million were identified as troubled debt restructurings.
The balance of troubled debt restructured loans decreased $0.5 million from December 31, 2015 due primarily to the addition of a $3.7 million commercial and industrial loan, partially offset by a $2.7 million paydown and $1.1 million charge-off on a $3.8 million loan relationship previously categorized as a troubled debt restructure. Please refer to Note 8, “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.

58

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



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 a specifically assigned allowance for loan losses are recognized where appropriate.
Nonperforming loans, including loans held for sale, increased $13.6 million to $64.4 million at June 30, 2016 compared to $50.8 million at December 31, 2015. This increase is primarily due to the addition of a $11.4 million commercial loan relationship with a steel and aluminum servicing company and a $10.5 million commercial loan relationship with a coal industry customer.
The allowance for credit losses as a percentage of nonperforming loans was 92.88% as of June 30, 2016 compared to 99.94% at December 31, 2015 and 106.26% at June 30, 2015. The amount of specific reserves included in the allowance for 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 reserves of $15.5 million and general reserves of $44.3 million as of June 30, 2016. Specific reserves increased $8.5 million from December 31, 2015, and $13.9 million from June 30, 2015. The increase in specific reserves in the first six months of 2016 is primarily due to specific reserves related to one new impaired loan. 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, 2016.
Criticized loans totaled $128.3 million at June 30, 2016 and represented 2.6% of the loan portfolio. The level of criticized loans decreased as of June 30, 2016 when compared to December 31, 2015, by $5.7 million, or 4.2%. Classified loans totaled $102.0 million at June 30, 2016 compared to $86.4 million at December 31, 2015, an increase of $15.6 million, or 18.0%. Delinquency on accruing loans for the same period increased $1.5 million, or 11.9%, the majority of which are commercial, financial, agricultural and other loans and residential real estate loans.
The allowance for credit losses was $59.8 million at June 30, 2016 or 1.24% of total loans outstanding, compared to 1.08% reported at December 31, 2015 and 1.01% at June 30, 2015. General reserves, or the portion of the allowance related to loans that were not specifically evaluated for impairment, as a percentage of non-impaired loans were 0.93% at June 30, 2016 compared to 0.94% at December 31, 2015 and 0.98% at June 30, 2015.

59

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



The following table provides information related to nonperforming assets, the allowance for credit losses and other credit-related measures:
 
 
 
June 30,
 
 
 
December 31, 2015
 
 
 
 
2016
 
 
 
2015
 
 
 
 
 
(dollars in thousands)
 
 
Nonperforming Loans:
 
 
 
 
Loans on nonaccrual basis
 
$
38,404

 
  
 
$
21,776

 

 
$
24,345

 
  
Loans held for sale on a nonaccrual basis
 

 
  
 
2,432

 
  
 

 
  
Troubled debt restructured loans on nonaccrual basis
 
9,672

 
  
 
8,619

 
  
 
12,360

 
  
Troubled debt restructured loans on accrual basis
 
16,332

 
  
 
12,276

 
  
 
14,139

 
  
Total nonperforming loans
 
$
64,408

 
  
 
$
45,103

 
  
 
$
50,844

 
  
Loans past due 30 to 90 days and still accruing
 
$
13,082

 
 
 
$
8,607

 
 
 
$
10,476

 
 
Loans past due in excess of 90 days and still accruing
 
$
1,384

 
  
 
$
1,592

 
  
 
$
2,455

 
  
Other real estate owned
 
$
8,604

 
  
 
$
6,539

 
  
 
$
9,398

 
  
Loans held for sale at end of period
 
$
11,613

 
 
 
$
9,817

 
 
 
$
5,763

 
 
Loans outstanding at end of period
 
$
4,843,776

 
  
 
$
4,490,854

 

 
$
4,683,750

 
  
Average loans outstanding
 
$
4,789,306

 
(a) 
 
$
4,488,660

 
(a) 
 
$
4,553,634

 
(b) 
Nonperforming loans as a percentage of total loans
 
1.33
%
 
 
 
1.00
%
 
 
 
1.09
%
 
 
Provision for credit losses
 
$
16,898

 
(a) 
 
$
4,197

 
(a) 
 
$
14,948

 
(b) 
Allowance for credit losses
 
$
59,821

 
  
 
$
45,344

 
  
 
$
50,812

 
  
Net charge-offs
 
$
7,889

 
(a) 
 
$
10,904

 
(a) 
 
$
16,187

 
(b) 
Net charge-offs as a percentage of average loans outstanding (annualized)
 
0.33
%
 
 
 
0.49
%
 
 
 
0.36
%
 
 
Provision for credit losses as a percentage of net charge-offs
 
214.20
%
 
(a) 
 
38.49
%
 
(a) 
 
92.35
%
 
(b) 
Allowance for credit losses as a percentage of end-of-period loans outstanding
 
1.24
%
 
 
 
1.01
%
 
 
 
1.08
%
 
 
Allowance for credit losses as a percentage of nonperforming loans (c)
 
92.88
%
 
 
 
106.26
%
 
 
 
99.94
%
 
 
 
(a)
For the six-month period ended.
(b)
For the twelve-month period ended.
(c)
Does not include nonperforming loans held for sale.

The following tables show the outstanding balances of our loan portfolio and the breakdown of net charge-offs and nonperforming loans, excluding loans held for sale, by loan type as of and for the periods presented:
 
 
 
June 30, 2016
 
December 31, 2015
 
 
Amount
 
%
 
Amount
 
%
 
 
(dollars in thousands)
Commercial, financial, agricultural and other
 
$
1,185,062

 
24
%
 
$
1,150,906

 
25
%
Real estate construction
 
242,132

 
5

 
220,736

 
5

Residential real estate
 
1,199,005

 
25

 
1,224,465

 
26

Commercial real estate
 
1,648,222

 
34

 
1,479,000

 
31

Loans to individuals
 
569,355

 
12

 
608,643

 
13

Total loans and leases net of unearned income
 
$
4,843,776

 
100
%
 
$
4,683,750

 
100
%
During the six months ended June 30, 2016, loans increased $160.0 million, or 3%, compared to balances outstanding at December 31, 2015. During the six months ended June 30, 2016, growth in the commercial, financial, agricultural and other portfolio and commercial real estate loans can largely be attributed to growth in middle market lending in Pennsylvania and contiguous states. The increase in construction loans is primarily the result of several multifamily and hospitality projects in the Columbus, Cleveland and Pittsburgh markets. Declines in the loans to individuals category is primarily due to a decline in indirect auto loans. The decrease in residential real estate loans is the result of continued runoff in our mortgage portfolio, as many of the loans originated by our mortgage banking area are sold in the secondary market.

60

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



Net charge-offs for the six months ended June 30, 2016 totaled $7.9 million, compared to $10.9 million for the six months ended June 30, 2015. The most significant charge-offs during the six months ended June 30, 2016 include a $2.0 million partial charge-off of one loan to an oil and gas wells services company, a $1.1 million charge-off of loans related to a steel and aluminum servicing company, a $1.1 million partial charge-off of two commercial industrial loans related to a local energy company and a $1.1 million charge-off of a loan to a machine manufacturer. During the six months ended June 30, 2015, the most significant charge-offs included a $2.3 million partial charge-off of two commercial industrial loans related to a local energy company and a $1.2 million charge-off of a commercial relationship that was transferred to loans held for sale.
 
 
For the Six Months Ended June 30, 2016
 
As of June 30, 2016
 
 
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
 
$
5,947

 
75.38
 %
 
0.25
 %
 
$
44,600

 
69.25
%
 
0.92
%
Real estate construction
 
(227
)
 
(2.88
)
 
(0.01
)
 

 

 

Residential real estate
 
342

 
4.34

 
0.01

 
12,131

 
18.83

 
0.25

Commercial real estate
 
(375
)
 
(4.75
)
 
(0.02
)
 
7,301

 
11.34

 
0.15

Loans to individuals
 
2,202

 
27.91

 
0.10

 
376

 
0.58

 
0.01

Total loans, net of unearned income
 
$
7,889

 
100.00
 %
 
0.33
 %
 
$
64,408

 
100.00
%
 
1.33
%
As the above table illustrates, commercial, financial, agricultural and other, residential real estate and commercial real estate loans represented a significant portion of the nonperforming loans as of June 30, 2016. See discussions related to the provision for credit losses and loans for more information.
Capital Resources
At June 30, 2016, shareholders’ equity was $741.8 million, an increase of $22.2 million from December 31, 2015. The increase was primarily the result of a $24.5 million increase in net income and an increase of $10.3 million in the fair value of available for sale investments. These increases were partially offset by $12.5 million of dividends paid to shareholders and $0.9 million of common stock repurchases. Cash dividends declared per common share were $0.14 for the six months ended June 30, 2016 and 2015.
First Commonwealth and First Commonwealth Bank are 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 First Commonwealth Bank 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 an annual basis. This analysis is subject to Board of Director review and approval. Our most recent capital stress test was completed in December 2015.
Effective January 1, 2015, the Company became subject to the new regulatory risk-based capital rules adopted by the federal banking agencies implementing Basel III. The most significant changes include higher minimum capital requirements, as the minimum Tier I capital ratio increased from 4.0% to 6.0% and a new common equity Tier I capital ratio was established 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 capital above the minimum risk-based capital requirements, resulting in an effective common equity Tier I risk-weighted asset minimum ratio of 7% on a fully phased-in basis.

61

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



The Basel III Rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, the existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital. The Company elected to retain this treatment, which reduces the volatility of regulatory capital levels.
As of June 30, 2016, First Commonwealth and First Commonwealth Bank met all capital adequacy requirements to which they are subject and was considered well-capitalized under the regulatory rules, all on a fully phased-in basis. To be considered well capitalized, the Company must maintain minimum Total risk-based capital, Tier I risk-based capital, Tier I leverage ratio and Common equity tier I risk-based capital as set forth in the table below:
 
Actual
 
Minimum Capital Required - Basel III Phase-In Schedule
 
Minimum Capital Required - Basel III Fully Phased-In
 
Required to be Considered Well
Capitalized
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
Capital
Amount
 
Ratio
 
(dollars in thousands)
Total Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
702,103

 
12.17
%
 
$
497,647

 
8.625
%
 
$
605,831

 
10.50
%
 
$
576,982

 
10.00
%
First Commonwealth Bank
672,517

 
11.65

 
497,997

 
8.625

 
606,258

 
10.50

 
577,388

 
10.00

Tier I Capital to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
638,749

 
11.07
%
 
$
382,251

 
6.625
%
 
$
490,435

 
8.50
%
 
$
461,586

 
8.00
%
First Commonwealth Bank
609,163

 
10.55

 
382,520

 
6.625

 
490,780

 
8.50

 
461,911

 
8.00

Tier I Capital to Average Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
638,749

 
9.76
%
 
$
261,682

 
4.000
%
 
$
261,682

 
4.00
%
 
$
327,102

 
5.00
%
First Commonwealth Bank
609,163

 
9.33

 
261,095

 
4.000

 
261,095

 
4.00

 
326,369

 
5.00

Common Equity Tier I to Risk Weighted Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Commonwealth Financial Corporation
$
568,749

 
9.86
%
 
$
295,703

 
5.125
%
 
$
403,888

 
7.00
%
 
$
375,038

 
6.50
%
First Commonwealth Bank
545,181

 
9.44

 
295,912

 
5.125

 
404,172

 
7.00

 
375,302

 
6.50

On February 17, 2016, First Commonwealth's Board of Directors authorized a $25.0 million common stock repurchase program. As of June 30, 2016, First Commonwealth had repurchased 45,612 shares at an average price of $8.46 per share under this program. This repurchase program was suspended in July 2016 as a result of the pending acquisition of 13 branches in Ohio, which management believes represents a better use of capital for shareholders.
On July 27, 2016, First Commonwealth Financial Corporation declared a quarterly dividend of $0.07 per share payable on August 19, 2016 to shareholders of record as of August 8, 2016. 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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Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

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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Table of Contents
PART II – OTHER INFORMATION
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES


 
ITEM 1.
LEGAL PROCEEDINGS
The information required by this item is set forth in Part I, Item 1, Note 5, "Commitments and Contingent Liabilities," which is incorporated herein by reference in response to this item.

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, 2015.






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Table of Contents
PART II – OTHER INFORMATION
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
On February 17, 2016, First Commonwealth's Board of Directors authorized a $25.0 million common stock repurchase program. In July 2016, this program was suspended due to the acquisition of 13 branches in Ohio which management believes represents a better use of capital for shareholders. The following table details the amount of shares repurchased under this program during the second quarter of 2016:

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, 2016
37,467

 
$
8.55

 
26,165

 
2,681,386

May 31, 2016

 

 

 
2,621,419

June 30, 2016
5,001

 
9.39

 
0

 
2,675,557

 
 
 
 
 
 
 
 
Total
42,468

 
$
8.65

 
26,165

 
 
 
 
 
 
 
 
 
 
* Remaining number of shares approved under the Plan is based on the market value of the Company's common stock of $9.18 at April 30, 2016, $9.39 at May 31, 2016, and $9.20 at June 30, 2016.


ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable
ITEM 5.
OTHER INFORMATION
None

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Table of Contents
PART II – OTHER INFORMATION
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

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, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.

  
Filed herewith

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Table of Contents

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 9, 2016
 
/s/ T. Michael Price
 
 
T. Michael Price
President and Chief Executive Officer
 
 
DATED: August 9, 2016
 
/s/ James R. Reske
 
 
James R. Reske
Executive Vice President, Chief Financial Officer and Treasurer


67