10-Q 1 l89573ae10-q.htm FIRSTMERIT CORPORATION 10-Q/QTR END 6-30-01 FirstMerit Corporation 10-Q/Qtr End 6-30-01
TABLE OF CONTENTS

PART I — FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
FIRSTMERIT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
FIRSTMERIT CORPORATION AVERAGE CONSOLIDATED BALANCE SHEETS
FIRSTMERIT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
AVERAGE CONSOLIDATED BALANCE SHEETS (UNAUDITED)
FULLY-TAX EQUIVALENT INTEREST RATES AND INTEREST DIFFERENTIAL
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Interest Income
Net Interest Margin
Other Income
Other Expenses
FINANCIAL CONDITION
Loans
Asset Quality
Allowance for Loan Losses
Deposits
Market Risk
Capital Resources
Market Risk
PART II. — OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Index
SIGNATURES


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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(X)   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED
June 30, 2001

COMMISSION FILE NUMBER 0-10161

FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)

     
OHIO 34-1339938
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)

III CASCADE PLAZA, 7TH FLOOR, AKRON, OHIO
44308-1103
(Address of principal Executive Offices)

(330) 996-6300
(Telephone Number)

OUTSTANDING SHARES OF COMMON STOCK, AS OF
August 1, 2001
85,299,346

      Indicate by 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

 


Table of Contents

FIRSTMERIT CORPORATION

PART I — FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

      The following statements included in the quarterly unaudited report to shareholders are incorporated by reference:

  Consolidated Balance Sheets as of June 30, 2001, December 31, 2000 and June 30, 2000
 
  Consolidated Statements of Income for the three-month and six-month periods ended June 30, 2001 and 2000
 
  Consolidated Statements of Changes in Shareholders’ Equity for the year ended December 31, 2000 and for the six months ended June 30 2001
 
  Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2000
 
  Notes to Consolidated Financial Statements as of June 30, 2001, December 31, 2000, and June 30, 2000
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
  Management’s Discussion and Analysis of Financial Conditions as of June 30, 2001, December 31, 2000 and June 30, 2000 and Results of Operations for the quarter and six months ended June 30, 2001 and 2000 and for the year ended December 31, 2000.

 


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FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(In thousands)

                             
(Unaudited, except December 31, 2000) June 30 December 31 June 30



2001 2000 2000

ASSETS
Investment securities $ 1,980,302 2,002,291 2,239,825
Federal funds sold & other investments 8,100 55,100
Loans held for sale 30,313 135,753 48,154
Commercial loans 3,525,077 3,251,761 3,279,392
Mortgage loans 673,661 848,225 880,326
Installment loans 1,461,926 1,497,270 1,532,276
Home equity loans 464,685 453,462 433,469
Credit card loans 122,506 117,494 105,760
Manufactured housing loans 816,362 786,641 882,380
Leases 286,489 282,232 295,608



Total loans 7,350,706 7,237,085 7,409,211
Less allowance for possible loan losses 110,620 108,285 110,089



Net loans 7,240,086 7,128,800 7,299,122
Cash and due from banks 252,395 235,918 258,682
Premises and equipment, net 133,394 133,894 134,351
Intangible assets 147,388 152,107 157,284
Accrued interest receivable and other assets 414,747 418,340 289,491



$ 10,198,625 10,215,203 10,482,009



LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand-non-interest bearing $ 1,072,049 1,078,586 1,056,440
Demand-interest bearing 679,513 681,771 635,602
Savings and Money Market 1,933,271 1,805,505 1,806,085
Certificates and other time deposits 3,761,712 4,049,070 4,255,069



Total deposits 7,446,545 7,614,932 7,753,196
Securities sold under agreements to repurchase and other borrowings 1,710,665 1,563,404 1,724,647



Total funds 9,157,210 9,178,336 9,477,843
Accrued taxes, expenses, and other liabilities 135,165 121,978 137,370



Total liabilities 9,292,375 9,300,314 9,615,213
Shareholders’ equity:
Preferred Stock, without par value: authorized 7,000,000 shares
Preferred Stock, Series A, without par value: designated 800,000 shares; none outstanding
Cumulative convertible preferred stock, Series B, without par value: designated 220,000 shares; 86,455, 125,708 and 105,658 shares outstanding at June 30, 2001, June 30, 2000 and December 31, 2000, respectively 2,056 2,501 3,025
Common stock, without par value: authorized 300,000,000 shares; issued 91,979,362 shares 127,937 127,937 127,937
Capital surplus 111,536 113,326 114,545
Accumulated other comprehensive income (6,557 ) (13,798 ) (52,152 )
Retained earnings 835,031 802,905 761,942
Treasury stock, at cost, 6,727,281, 3,630,993 and 4,947,047 at June 30, 2001, June 30, 2000 and December 31, 2000, respectively (163,753 ) (117,982 ) (88,501 )



Total shareholders’ equity 906,250 914,889 866,796



$ 10,198,625 10,215,203 10,482,009



Certain previously reported amounts may have been reclassified to conform to current presentation.

See accompanying notes to consolidated financial statements.

 


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FIRSTMERIT CORPORATION
AVERAGE CONSOLIDATED BALANCE SHEETS

                                                     
UNAUDITED


(Dollars in thousands) 2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr Annual
2001 2001 2000 2000 2000 2000

ASSETS
Investment securities/fed funds sold $ 1,907,300 1,905,192 2,185,718 2,366,078 2,286,405 2,297,668
Loans held for sale 93,012 114,794 203,699 53,271 50,374 91,547
Commercial loans 3,479,914 3,405,933 3,246,067 3,285,203 3,275,629 3,244,140
Mortgage loans 770,590 838,962 863,253 877,575 892,438 882,977
Installment loans 1,431,821 1,405,589 1,516,316 1,517,726 1,502,518 1,502,836
Home Equity loans 459,872 454,250 450,193 440,469 426,009 432,221
Credit card loans 119,328 116,377 112,679 108,297 103,934 107,634
Manufactured housing loans 799,722 797,826 788,502 858,654 846,485 815,461
Leases 289,057 286,522 284,075 291,298 296,717 289,767






Loans less unearned income 7,350,304 7,305,459 7,261,085 7,379,222 7,343,730 7,275,036
Less allowance for possible loan losses 111,001 108,616 109,359 110,777 110,139 109,409






Net loans 7,239,303 7,196,843 7,151,726 7,268,445 7,233,591 7,165,627
Cash and due from banks 184,427 193,394 179,809 205,949 242,325 217,446
Premises and equipment, net 134,451 133,952 134,505 135,049 134,523 134,416
Accrued interest receivable and other assets 570,001 564,644 487,368 464,019 444,407 461,933






Total Assets $ 10,128,494 10,108,819 10,342,825 10,492,811 10,391,625 10,368,637






LIABILITIES
Deposits:
Demand-non-interest bearing $ 1,057,315 1,015,171 1,031,499 1,027,707 1,052,392 1,032,992
Demand-interest bearing 669,298 647,726 632,477 620,211 645,325 635,414
Savings and money market 1,911,757 1,832,240 1,810,171 1,791,848 1,808,127 1,789,464
Certificates and other time deposits 3,751,908 3,963,871 4,120,637 4,260,371 3,876,139 3,957,140






Total deposits 7,390,278 7,459,008 7,594,784 7,700,137 7,381,983 7,415,010
Securities sold under agreements to repurchase and other borrowings 1,674,005 1,583,314 1,711,155 1,774,955 2,030,837 1,951,841






Total funds 9,064,283 9,042,322 9,305,939 9,475,092 9,412,820 9,366,851
Accrued taxes, expenses and other liabilities 157,509 150,665 141,077 143,792 133,026 139,677






Total liabilities 9,221,792 9,192,987 9,447,016 9,618,884 9,545,846 9,506,528
Preferred stock 2,181 2,383 2,537 2,700 3,620 3,174
Common stock 127,937 127,937 127,937 127,937 127,937 127,937
Capital surplus 111,782 112,151 113,299 113,830 115,792 114,893
Accumulated other comprehensive income (4,367 ) (6,357 ) (31,641 ) (47,358 ) (60,247 ) (48,075 )
Retained earnings 826,255 806,390 788,988 767,448 747,490 757,784
Treasury stock (157,086 ) (126,672 ) (105,311 ) (90,630 ) (88,813 ) (93,604 )






Total shareholders’ equity 906,702 915,832 895,809 873,927 845,779 862,109






LIABILITIES AND SHAREHOLDERS’ EQUITY $ 10,128,494 10,108,819 10,342,825 10,492,811 10,391,625 10,368,637






Certain previously reported amounts may have been reclassified to conform to current presentation.

See accompanying notes to consolidated financial statements.

 


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FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME

                                       
(Unaudited)
(In thousands except per share data)

Quarters Ended Six Months Ended
June 30, June 30,


2001 2000 2001 2000




Interest income:
Interest and fees on loans $ 156,492 160,176 314,154 312,282
Interest and dividends on securities 27,006 37,071 59,123 75,011




Total interest income 183,498 197,247 373,277 387,293




Interest expense:
Demand-interest bearing 1,051 832 2,231 1,684
Savings 12,133 12,821 26,433 24,156
Certificates and other time deposits 54,907 56,317 115,904 104,385
Interest on securities sold under agreements to repurchase and other borrowings 20,316 31,988 43,261 65,328




Total interest expense 88, 407 101,958 187,829 195,553




Net interest income 95,091 95,289 185,448 191,740
Provision for possible loan losses 9,394 8,346 21,210 20,060




Net interest income after provision for possible loan losses 85,697 86,943 164,238 171,680




Other income:
Trust department income 5,582 6,448 10,735 11,508
Service charges on deposits 13,737 11,638 26,028 22,650
Credit card fees 9,243 8,272 17,578 15,506
ATM and other service fees 4,050 3,896 7,550 7,580
Bank owned life insurance income 3,157 923 6,243 1,774
Service fees — other 3,814 3,464 7,372 6,965
Gain from sale of partnership interest 5,639
Manufactured housing income 1,227 922 2,697 1,573
Securities gains (losses) (44 ) 137 408 (577 )
Loan sales and servicing 3,029 1,723 4,709 4,503
Other operating income 2,166 1,765 4,186 6,594




Total other income 45,961 39,188 93,145 78,076




131,658 126,131 257,383 249,756
Other expenses:
Salaries, wages, pension and employee benefits 33,067 30,993 64,644 63,372
Net occupancy expense 4,878 4,908 9,877 10,656
Equipment expense 4,172 4,139 8,385 8,565
Stationary, supplies and postage 2,711 3,314 5,476 6,549
Bankcard, loan processing and other costs 6,152 4,814 11,034 9,545
Professional services 2,814 2,487 5,906 4,422
Amortization of intangibles 2,331 2,688 4,720 5,376
Other operating expense 16,699 15,374 30,339 26,321




Total other expenses 72,824 68,717 140,381 134,806




Income before Federal income taxes and cumulative effect of change in accounting principles 58,834 57,414 117,002 114,950
Federal income taxes 19,150 17,438 38,125 35,275




Income after taxes but before cumulative effect of change in accounting principle 39,684 39,976 78,877 79,675
Cumulative effect of change in accounting principle, net of tax (impairment of retained interest asset) (6,299 ) (6,299 )




Net income $ 33,385 39,976 72,578 79,675




Other comprehensive income (loss), net of taxes (3,874 ) 4,002 7,241 (7,070 )




Comprehensive Income $ 29,511 43,978 79,819 72,605




Basic net income per share:
Income before cumulative change in accounting principle $ 0.46 0.45 0.91 0.90
Cumulative effect of change in accounting principle, net of tax (0.07 ) (0.07 )




Basic net income 0.39 0.45 0.84 0.90




Diluted net income per share:
Income before cumulative change in accounting principle $ 0.46 0.45 0.91 0.90
Cumulative effect of change in accounting principle, net of tax (0.07 ) (0.07 )




Diluted net income $ 0.39 0.45 0.84 0.90




Dividends paid $ 0.23 0.22 0.46 0.42
Weighted-average shares outstanding – basic 85,513 88,341 86,100 88,327
Weighted-average shares outstanding — diluted 86,255 89,019 86,876 89,045

Certain previously reported amounts may have been reclassified to conform to current reporting practices.

See accompanying notes to consolidated financial statements.

 


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Consolidated Statements of Changes in Shareholders' Equity
FIRSTMERIT CORPORATION AND SUBSIDIARIES
(In thousands except per share data)

                                                           
Accumulated
Other Total
Preferred Common Capital Comprehensive Retained Treasury Shareholders'
Stock Stock Surplus Income Earnings Stock Equity







Balance at Year Ended 1997 $ 9,917 119,893 80,297 4,603 651,907 (118,940 ) 747,677
Net income 72,517 72,517
Cash dividends — common stock ($0.66 per share) (50,525 ) (50,525 )
Acquisition adjustment of fiscal year (1,857 ) (1,857 )
Options exercised/debentures, preferred stock converted (618 ) 400 3,717 (2,607 ) 12,111 13,003
Treasury shares purchased (25,703 ) (25,703 )
Treasury shares reissued — acquisition 25,919 89,286 115,205
Treasury shares reissued — public offering 6,518 20,806 27,324
Stock dividends 1,929 (1,929 )
Market adjustment investment securities 1,255 1,255
Other 165 3,323 (598 ) 4,870 7,760







Balance at Year Ended 1998 9,299 122,387 117,845 5,858 668,837 (17,570 ) 906,656
Net income 119,871 119,871
Cash dividends — common stock ($0.76/share) (68,627 ) (68,627 )
Cash dividends — preferred stock (305 ) (305 )
Options exercised/debentures, preferred stock converted (5,421 ) 5,596 (915 ) 12,549 11,809
Treasury shares purchased (85,666 ) (85,666 )
Market adjustment investment securities (50,940 ) (50,940 )
Other (46 ) 35 788 777







Balance at Year Ended 1999 3,878 127,937 116,930 (45,082 ) 719,811 (89,899 ) 833,575
Net income (loss) 159,787 159,787
Cash dividends — common stock ($0.86 per share) (76,162 ) (76,162 )
Cash dividends — preferred stock (218 ) (218 )
Options exercised/debentures, preferred stock converted (1,377 ) (3,604 ) 6,807 1,826
Treasury shares purchased (34,890 ) (34,890 )
Market adjustment investment securities 31,284 31,284
Other (313 ) (313 )







Balance at December 31, 2000 2,501 127,937 113,326 (13,798 ) 802,905 (117,982 ) 914,889
Net Income 72,578 72,578
Cash dividends — common stock ($0.46 per share) (39,910 ) (39,910 )
Cash dividends — preferred stock (79 ) (79 )
Options exercised (91,041 shares) (1,284 ) 2,326 1,042
Preferred stock converted (51,316 shares) (445 ) (855 ) 1,300
Debentures converted (3,409 shares) (57 ) 87 30
Treasury shares purchased (1,926,000 shares) (49,484 ) (49,484 )
Market adjustment investment securities 7,241 (527 ) 6,714
Other 406 64 470







Balance at June 30, 2001 — Unaudited $ 2,056 127,937 111,536 (6,557 ) 835,031 (163,753 ) 906,250







Certain previously reported amounts may have been reclassified to conform to current accounting practices.

See accompanying notes to consolidated financial statements.

 


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FIRSTMERIT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows
Six Months Ended June 30, 2001 and 2000
                   
2001 2000


(In thousands)
Operating Activities
               
Net income
  $ 72,578     $ 79,675  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Provision for loan losses
    21,210       20,060  
 
Provision for depreciation and amortization
    7,829       8,655  
 
Amortization of investment securities premiums, net
    54       330  
 
Amortization of income for lease financing
    (9,658 )     (7,070 )
 
(Gains) losses on sales of investment securities, net
    (408 )     577  
 
Deferred federal income taxes
    11,027       8,376  
 
(Increase) decrease in interest receivable
    9,497       (9,352 )
 
Increase (decrease) in interest payable
    (18,675 )     23,427  
 
Proceeds form sales of loans
    334,405        
 
Gain on sales of loans
    (542 )      
 
Amortization of values ascribed to acquired intangibles
    2,389       5,376  
 
Other increases (decreases)
    14,113       (81,505 )
     
     
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    443,819       48,549  
     
     
 
Investing Activities
               
Dispositions of investment securities:
               
 
Available-for-sale — sales
    283,504       120,556  
 
Available-for-sale — maturities
    303,145       151,644  
Purchases of investment securities available-for-sale
    (553,974 )     (128,587 )
Net (increase) decrease in federal funds sold
    8,100       (30,000 )
Net increase in loans and leases, except sales
    (351,261 )     (404,977 )
Purchases of premises and equipment
    (8,846 )     (13,979 )
Sales of premises and equipment
    1,517       3,192  
     
     
 
NET CASH USED BY INVESTING ACTIVITIES
    (317,815 )     (302,151 )
     
     
 
Financing Activities
               
Net increase in demand, NOW and savings deposits
    118,971       131,648  
Net increase (decrease) in time deposits
    (287,358 )     761,401  
Net increase (decrease) in securities sold under repurchase agreements and other borrowings
    147,261       (556,596 )
Cash dividends — common and preferred
    (39,989 )     (37,400 )
Purchase of treasury shares
    (49,484 )     (3,038 )
Proceeds from exercise of stock options
    1,042       1,198  
Proceeds from conversion of debentures
    30        
     
     
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    (109,527 )     297,213  
Increase (decrease) in cash and cash equivalents
    16,477       43,611  
Cash and cash equivalents at beginning of year
    235,918       215,071  
     
     
 
Cash and cash equivalents at end of year
  $ 252,395     $ 258,682  
     
     
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
               
Cash paid during the year for:
               
 
Interest, net of amounts capitalized
  $ 101,995     $ 99,206  
 
Income taxes
  $ 20,225     $ 40,263  
     
     
 

See accompanying notes to consolidated financial statements.


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FirstMerit Corporation and Subsidiaries

Notes to Consolidated Financial Statements
June 30, 2001, December 31, 2000 and June 30, 2000

1. Organization — FirstMerit Corporation (“Corporation”), is a bank holding company whose principal assets are the common stock of its wholly owned subsidiary, FirstMerit Bank, N. A. In addition FirstMerit Corporation owns all of the common stock of Citizens Investment Corporation, Citizens Savings Corporation of Stark County, FirstMerit Capital Trust I, FirstMerit Community Development Corporation, FirstMerit Credit Life Insurance Company, FMT, Inc. and SF Development Corp.

2. Segment Information — The Corporation provides a diversified range of banking and certain nonbanking financial services and products through its various subsidiaries. Management reports the Corporation’s results through its major segment classification — Supercommunity Banking. Included in this category are certain nonbank affiliates, eliminations of certain intercompany transactions and certain nonrecurring transactions. Also included are portions of certain assets, capital, and support functions not specifically identifiable with Supercommunity Banking. All figures within the tables in this footnote are in thousands, except averages are in millions.

 


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2001 Super Parent, Subs Corporate
Community Banking & Eliminations Consolidated




OPERATIONS: 2Q YTD 2Q YTD 2Q YTD







Net interest income $ 95,797 186,569 (706 ) (1,121 ) 95,091 185,448
Provision for loan losses 9,394 21,210 9,394 21,210
Other income 45,499 92,347 462 798 45,961 93,145
Other expenses 72,872 140,080 (48 ) (301 ) 72,824 140,381
Income before cumulative accounting change 40,156 79,758 (472 ) (881 ) 39,684 78,877
Effect of accounting change (6,299 ) (6,299 ) (6,299 ) (6,299 )
Net income 33,857 73,459 (472 ) (881 ) 33,385 72,578
AVERAGES:
Assets 10,102 10,087 NM NM 10,128 10,119
Loans 7,348 7,326 NM NM 7,350 7,328
Earnings assets 9,334 9,322 NM NM 9,351 9,338
Deposits 7,395 7,435 NM NM 7,390 7,425
Equity $ 0.802 0.790 NM NM 0.907 0.911
RATIOS:
ROE before accounting change NM NM NM NM 17.60 % 17.50 %
ROE NM NM NM NM 14.80 % 16.10 %
ROA before accounting change NM NM NM NM 1.57 % 1.57 %
ROA NM NM NM NM 1.32 % 1.45 %
Efficiency ratio NM NM NM NM 49.65 % 48.47 %
                                                 
2000 Super Parent, Subs Corporate
Community Banking & Eliminations Consolidated




OPERATIONS: 2Q YTD 2Q YTD 2Q YTD







Net interest income $ 96,605 193,669 (1,316 ) (1,929 ) 95,289 191,740
Provision for loan losses 8,346 19,963 97 8,346 20,060
Other income 40,721 77,012 (1,533 ) 1,064 39,188 78,076
Other expenses 68,316 134,668 401 138 68,717 134,806
Net income 39,046 76,729 930 2,946 39,976 79,675
AVERAGES:
Assets 10,318 10,265 NM NM 10,392 10,318
Loans 7,327 7,235 NM NM 7,344 7,237
Earnings assets 9,649 9,599 NM NM 9,681 9,611
Deposits 7,409 7,201 NM NM 7,382 7,180
Equity $ 0.873 0.859 NM NM 0.846 0.839
RATIOS:
ROCE (ROE) NM NM NM NM 19.09 % 19.18 %
ROA NM NM NM NM 1.55 % 1.55 %
Efficiency ratio* NM NM NM NM 48.79 % 47.52 %

 


Table of Contents

                                                 
1999 Super Parent, Subs Corporate
Community Banking & Eliminations Consolidated




OPERATIONS: 2Q YTD 2Q YTD 2Q YTD







Net interest income $ 103,289 199,161 (1,322 ) (2,747 ) 101,967 196,414
Provision for loan losses 9,392 25,610 265 445 9,657 26,055
Other income 34,962 71,810 1,462 2,663 36,424 74,473
Other expenses 74,501 179,934 (1,571 ) (1,588 ) 72,930 178,346
Income before extraordinary item 33,572 39,921 5,336 4,330 38,908 44,251
Net income 33,572 34,074 5,336 4,330 38,908 38,404
AVERAGES:
Assets 9,312 9,187 NM NM 9,330 9,177
Loans 6,899 6,702 NM NM 6,904 6,710
Earnings assets 8,654 8,517 NM NM 8,623 8,473
Deposits 6,775 6,778 NM NM 6,721 6,719
Equity $ 0.827 0.828 NM NM 0.895 0.906
RATIOS:
ROCE (ROE) NM NM NM NM 17.43 % 8.55 %
ROA NM NM NM NM 1.67 % 0.84 %
Efficiency ratio NM NM NM NM 51.13 % 52.47 %

      NM = Not Meaningful ; * — Adjusted for merger-related, conforming expenses and an extraordinary item.

      The following tables present estimated revenues from external customers, by product and service group for the indicated periods:

The following tables present estimated revenues from external customers, by product and service group for the indicated periods:

                                                                   
2001 Retail Commercial Trust Total





2Q YTD 2Q YTD 2Q YTD 2Q YTD








Interest and fees $ 102,019 211,036 101,278 206,542 5,582 10,735 208,879 428,313
Service charges 14,224 27,125 3,327 6,275 17,551 33,400
Loan sales/service 3,029 4,709 3,029 4,709








Totals $ 119,272 242,870 104,605 212,817 5,582 10,735 229,459 466,422








                                                                   
2000 Retail Commercial Trust Total





2Q YTD 2Q YTD 2Q YTD 2Q YTD








Interest and fees $ 102,457 199,733 111,378 220,683 5,775 10,835 219,610 431,251
Service charges 11,547 23,630 3,555 5,985 15,102 29,615
Loan sales/service 1,723 4,503 1,723 4,503








Totals $ 115,727 227,866 114,933 226,668 5,775 10,835 236,435 465,369








 


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2000 Retail Commercial Trust Total





2Q YTD 2Q YTD 2Q YTD 2Q YTD








Interest and fees $ 97,097 195,195 89,036 175,763 4,595 8,781 190,728 379,739
Service charges 11,725 21,608 2,394 4,835 14,119 26,443
Loan sales/service 1,855 3,863 1,855 3,863








Totals $ 110,677 220,666 91,430 180,598 4,595 8,781 206,702 410,045








 


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      4. Earnings per Share — The reconciliation of the numerator and denominator of basic earnings per share (“EPS”) with that of diluted EPS is presented as follows:

                                         
EARNINGS PER SHARE 2Q 2001 YTD 2001 2Q 2000 YTD 2000
Income before cumulative change in accounting principle $ 39,684 78,877 39,976 79,675
Cumulative effect of change in accounting principle (6,299 ) (6,299 )
Net income 33,385 72,578 39,976 79,675
Less: preferred stock dividends (39 ) (79 ) (64 ) (129 )
Income available to common shareholders before change in accounting method 39,645 78,798 39,912 79,546
Income available to common shareholders after change in accounting method 33,346 72,499 39,912 79,546
Average common shares outstanding 85,512,873 86,100,306 88,341,098 88,327,153

Earnings per basic common share before accounting change $ 0.46 0.91 0.45 0.90

Cumulative effect of change in accounting principle (0.07 ) (0.07 )

Earnings per basic common share $ 0.39 0.84 0.45 0.90

Income available to common shareholders before change in accounting method $ 39,912 79,546 39,912 79,546
Income available to common shareholders after change in accounting method 33,346 72,499 39,912 79,546
Add: preferred stock dividends 39 79 64 129
Add: interest on convertible bonds, net 11 22 13 29
Income used in diluted EPS calculation before change in accounting method 39,695 78,899 39,989 79,704
Income used in diluted EPS calculation after change in accounting method 33,396 72,600 39,989 79,704
Average common shares outstanding 85,512,873 86,100,306 88,341,098 88,327,153
Add: common stock equivalents – stock options 424,424 443,138 234,155 215,979
Add: common stock equivalents – convertible debentures 78,091 78,675 94,561 107,071
Add: common stock equivalents – convertible preferred securities 239,825 254,283 348,712 394,483
Average common shares and common stock equivalents outstanding 86,255,213 86,876,402 89,018,526 89,044,686

Earnings per diluted common share before change in accounting method $ 0.46 0.91 0.45 0.90

Cumulative effect of change in accounting method (0.07 ) (0.07 )

Earnings per diluted common share $ 0.39 0.84 0.45 0.90

 


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4. In June 1998, the FASB issued Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). SFAS 133 establishes accounting and reporting standards for derivative instruments and requires an entity to recognize all derivatives as either assets or liabilities in the Balance Sheet and measure those instruments at fair value. Derivatives that do not meet certain criteria for hedge accounting must be adjusted to fair value through income. If the derivative qualifies for hedge accounting, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged asset or liability through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Any ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. This statement was originally to be effective for all fiscal quarters beginning after June 15, 1999. In July 1999, the FASB issued Statement No. 137 which delayed implementation of Statement No. 133 until the first quarter 2001. The Corporation implemented SFAS 133 during the 2001 first quarter. The net effect of initial implementation entries increased investment securities and liabilities by approximately $11.4 million and affected net income by less than $100 thousand. At the end of the 2001 first and second quarter, SFAS 133 entries to reflect changes in the fair values of FirstMerit’s derivatives increased pre-tax income by $118.4 thousand and $168.3 thousand, respectively.

5. On March 16, 2000, the Corporation issued $150 million of subordinated bank notes under a previously disclosed debt agreement. The notes bear interest at 8.625% and mature on April 1, 2010. Under the agreement, the aggregate principal outstanding at any one time may not exceed $1.0 billion. The notes were offered only to institutional investors.

6. As outlined in our June 15, 2001 news release, the requirements of Emerging Issue Task Forces Issues No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets” (EITF 99-20), were adopted in the second quarter, as required, and changed the criteria for recognizing an “other than temporary” adverse change in the timing or amount of estimated retained interest cash flows. Accordingly, FirstMerit wrote down the value of its manufactured housing residual interest assets by $9.7 million ($6.3 million after-tax) to $13.0 million. Prior to implementation of EITF 99-20, these estimated changes would have been recorded through comprehensive income rather than through earnings. After the initial implementation of these new rules, adverse changes, if any, will be recorded directly against income.

7. Just prior to the filing of the second quarter 2001 Form 10-Q, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142 (SFAS 142), “Goodwill and Other Intangible Assets,” which addresses the accounting for goodwill and other intangible assets. SFAS 142 specifies that, amount other things, intangible assets with an indefinite useful life, and goodwill will no longer be amortized. The standard requires goodwill to be periodically tested for impairment and written down to fair value if considered impaired. The provisions of SFAS 142 are effective for the fiscal years beginning after December 15, 2001, and are effective for interim periods in the initial year of adoption. The Corporation is currently assessing the financial statement impact of the adoption of SFAS 142.

8. Management believes the interim unaudited consolidated financial statements reflect all adjustments consisting only of normal recurring accruals and reclassifications, necessary for fair presentation of the June 30, 2001 and 2000 and December 31, 2000 statements of condition and the results of operations for the quarters ended June 30, 2001 and 2000. These results have been determined on the basis of generally accepted accounting principles.

9. The Corporation cautions that any forward looking statements contained in this report, in a report incorporated by reference to this report or made by management of the Corporation, involve risks and uncertainties and are subject to change based upon various factors. Actual results could differ materially from those expressed or implied. Reference is made to the section titled “Forward-looking Statements” in the Corporation’s Form 10-K for the period ended December 31, 2000.

 


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AVERAGE CONSOLIDATED BALANCE SHEETS (Unaudited)
Fully-tax Equivalent Interest Rates and Interest Differential

                                                                               
FIRSTMERIT CORPORATION AND SUBSIDIARIES Three months ended Year ended Three months ended




(Dollars in thousands) June 30, 2001 December 31, 2000 June 30, 2000




Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate




ASSETS
Investment securities:
U.S. Treasury securities and U.S
Government agency obligations (taxable) $ 1,503,418 20,814 5.55 % 1,836,266 117,652 6.41 % 1,852,549 30,002 6.51 %
Obligations of states and political subdivisions (tax-exempt) 102,902 2,205 8.59 % 116,401 9,573 8.22 % 119,139 2,430 8.20 %
Other securities 299,810 4,845 6.48 % 295,783 21,447 7.25 % 296,675 5,258 7.13 %




Total investment securities 1,906,130 27,864 5.86 % 2,248,450 148,672 6.61 % 2,268,363 37,690 6.68 %
Federal funds sold & other interest-earning assets 1,170 14 4.80 % 49,218 3,196 6.49 % 18,042 301 6.71 %
Loans held for sale 93,012 534 2.30 % 91,547 7,982 8.72 % 50,374 1,003 8.01 %
Loans 7,350,304 155,982 8.51 % 7,275,036 635,487 8.74 % 7,343,730 159,236 8.72 %
Total earning assets 9,350,616 184,394 7.91 % 9,664,251 795,337 8.23 % 9,680,509 198,230 8.24 %
Allowance for possible loan losses (111,001 ) (109,409 ) (110,139 )
Cash and due from banks 184,427 217,446 242,325
Other assets 704,452 596,349 578,930




Total assets $ 10,128,494 10,368,637 10,391,625




LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand- non-interest bearing $ 1,057,315 1,032,992 1,052,392
Demand- interest bearing 669,298 1,051 0.63 % 635,414 3,705 0.58 % 645,325 832 0.52 %
Savings 1,911,757 12,133 2.55 % 1,789,464 52,883 2.96 % 1,808,127 12,821 2.85 %
Certificates and other time deposits 3,751,908 54,907 5.87 % 3,957,140 236,112 5.97 % 3,876,139 56,317 5.84 %




Total deposits 7,390,278 68,091 3.70 % 7,415,010 292,700 3.95 % 7,381,983 69,970 3.81 %
Federal funds purchased, securities sold under agreements to repurchase and other borrowings 1,674,005 20,316 4.87 % 1,951,841 122,551 6.28 % 2,030,837 31,988 6.34 %




Total interest bearing liabilities 7,985,518 88,407 4.43 % 8,333,859 415,251 4.98 % 8,360,428 101,958 4.90 %
Other liabilities 136,059 118,227 111,576
Mandatorily redeemable preferred securities 21,450 21,450 21,450
Shareholders’ equity 906,702 862,109 845,779




Total liabilities and shareholders’ equity $ 10,128,494 10,368,637 10,391,625




Net yield on earning assets $ 9,350,616 95,987 4.12 % 9,664,251 380,086 3.93 % 9,680,509 96,272 4.00 %




Interest rate spread 3.48 % 3.25 % 3.34 %




Notes:     Interest income on tax-exempt securities and loans have been adjusted to a fully-taxable equivalent basis. Non-accrual loans have been included in the average balances.

 


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

      FirstMerit Corporation’s second quarter 2001 earnings totaled $39.7 million, or $0.46 per diluted share, before the cumulative effect of a change in accounting principle. This compares with net income of $40.0 million, or $0.45 per diluted share, reported for the second quarter of 2000. As disclosed in a press release issued June 15, 2001, net income for the 2001 second quarter was reduced by a non-recurring after-tax charge of $6.3 million, or $.07 per diluted share. The one-time charge was the cumulative effect of an accounting change mandated by new asset-backed residual interest accounting rules. More specific information regarding the residual interest charge can be found at the end of this section.

      For the six-month period ended June 30, 2001, earnings before the accounting change were $78.9 million, compared to $79.7 million for the same 2000 period. Including the accounting change, year-to-date 2001 net income was $72.6 million.

      For the second quarter of 2001, excluding the impact of the non-recurring accounting change, returns on average assets and average common equity were 1.57% and 17.60%, respectively, compared with 1.55% and 19.09% for the prior year quarter. Corresponding six-month returns were 1.57% and 17.50%, respectively, for 2001 and 1.55% and 19.18%, respectively, for 2000.

      Net interest income on a fully-tax-equivalent (“FTE”) basis was $96.0 million for the 2001 second quarter compared to $91.2 million in the current year first quarter and $96.3 million in the 2000 second quarter. The net interest margin rose to 4.12% this quarter, 15 basis points above first quarter and 12 basis points above the 2000 second quarter level. Average earning assets declined 3.4% from the year ago quarter. For the first half of 2001, FTE net interest income totaled $187.2 million, $6.5 million less than results for the six months ended June 30, 2000. The net interest margin of 4.04% for the first half was nearly identical to the 4.05% earned in the same 2000 period.

      Excluding gain/losses from the sale of securities, non-interest income was $46.0 million, a 17.3% increase from the $39.1 million reported for the 2000 second quarter. Growth was strong in several other fee areas including bank-owned life insurance income, up 242%, loan sales and servicing, up 76%, and manufactured housing income, up 33%. Second quarter fees accounted for 32.4% of net revenues compared to 28.9% in 2000. For the year-to-date period, fee income was 33.13% of net revenues, up from 28.88% in 2000. Included in 2001 six-month results is a gain from the sale of a partnership interest which added $5.6 million to non-interest income.

 


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      Non-interest expense totaled $72.8 million in the second quarter, up 6.0% from the prior year, with increases reported in salaries and benefits, up 6.7%; bankcard and loan processing costs, up 27.8%; and other operating expenses, up 8.6%. The efficiency ratio was 49.65% for the quarter compared to 48.8% a year ago. The efficiency ratio for the 2001 and 2000 halves were 48.47% and 47.52%, respectively.

      Period-end assets were $10.2 billion, down 2.7% from last year’s second quarter. Earning assets were down 4.0%, with end-of-period loans unchanged from the prior year at $7.4 billion. Consistent with prior periods and FirstMerit’s desired loan mix, credit card, home equity and commercial loans all experienced solid growth, while installment, manufactured housing and mortgage loans declined.

      Total deposits at period end were $7.5 billion, down 4.0% from last year. Time deposits declined 11.6%, and were partially offset by the 7% increase in both interest-bearing demand deposits and savings and money market accounts.

      The second quarter loan loss provision was $9.4 million, up 12.6% from second quarter 2000. Net charge-offs for the quarter were $8.9 million, or 0.49% of average loans outstanding on an annualized basis, compared with 0.36% a year ago. The allowance for loan losses stands at 1.50% of period-end loans, up one basis point from the prior year quarter. Non-performing assets as a percent of loans and ORE were 0.66% this second quarter, compared with 0.40% a year ago. Reserve coverage of non-performing assets was 2.75 times compared with 4.3 times for the prior year quarter. The loan loss provision for the first half was $21.2 million compared to $20.1 million in the 2000 half.

      Shareholders’ equity was $906.3 million at quarter end. Average equity to assets was 8.95% compared to 8.14% a year ago. Common stock dividends paid were $0.23 per share, representing a 50% payout of core after-tax income. At quarter end, there were 85.3 million common shares outstanding.

      As outlined in our June 15, 2001 news release, the requirements of Emerging Issues Task Force Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets” (EITF 99-20), were adopted in the second quarter, as required, and changed the criteria for recognizing an “other than temporary” adverse change in the timing or amounts of estimated retained interest cash flows. Accordingly, FirstMerit wrote down the value of its manufactured housing residual interest assets by $9.7 million ($6.3 million after-tax) to $13.0 million. Prior to implementation of EITF 99-20, these estimated changes would have been recorded through comprehensive income rather than through earnings. After the initial implementation of these new rules, adverse changes, if any, will be recorded directly against income.

 


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      The components of change in per share income for the three-month and six-month periods ended June 30, 2001 and 2000 are summarized in the following table:

                                                         
CORE Reported Reported CORE Reported CORE Reported
QTR QTR QTR YTD YTD YTD YTD
ended ended ended ended ended ended ended
Changes in Earnings June 30, June 30, June 30, June 30, June 30, June 30, June 30,
per Share 2000/2001 2000/2001 1999/2000 2000/2001 2000/2001 1999/2000 1999/2000

Diluted net income/ core earnings per share – period start $ 0.45 0.45 0.42 0.90 0.90 0.83 0.42
Increases (decreases) due to:
Net interest income- taxable equivalent (0.07 ) (0.07 ) (0.07 ) (0.05 ) (0.06 )
Provision for possible loan losses (0.01 ) (0.01 ) 0.01 (0.01 ) (0.01 ) (0.04 ) 0.07
Other income 0.08 0.08 0.03 0.16 0.16 0.03 0.03
Other expenses (0.05 ) (0.05 ) 0.04 (0.06 ) (0.06 ) 0.11 0.48
Federal income taxes- taxable equivalent (0.02 ) (0.02 ) (0.03 ) (0.03 ) (0.01 ) (0.14 )
Extraordinary item - extinguishment of debt 0.07
Cumulative effect of change in accounting principle (.07 ) (.07 )
Change in share base 0.01 0.01 0.02 0.02 0.02 0.03 0.03







Net change in diluted net income per share 0.01 (.06 ) 0.03 0.01 (.06 ) 0.07 0.48







Diluted net income per share – period end $ 0.46 0.39 0.45 0.91 0.84 0.90 0.90








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Net Interest Income

      Net interest income, the Corporation’s principal source of earnings, is the difference between the interest income generated by earning assets (primarily loans and investment securities) and the total interest paid on interest bearing funds (namely deposits and other borrowings). For the purpose of this discussion, net interest income is presented on a fully-taxable equivalent (“FTE”) basis, to provide a comparison among types of interest earning assets. That is, interest on tax-free securities and tax-exempt loans has been restated as if such interest were taxed at the statutory Federal income tax rate of 35%, adjusted for the non-deductible portion of interest expense incurred to acquire the tax-free assets.

      Net interest income FTE for the quarter ended June 30, 2001 was $96.0 million compared to $96.3 million for the same period one year ago, a decrease of $0.3 million. The decrease occurred because the drop in interest income was slightly more than the decline in interest expense.

      As shown in the following rate/volume table, FTE interest income declined $13.8 million, mainly as a result of volume decreases in investment securities and interest rate declines in securities and loans. Specifically, compared to the same quarter last year, lower investment securities balances reduced interest income by $5.3 million, while lower yields on loans and securities caused declines in interest income of $4.1 million and $4.6 million, respectively.

      Similar to the decline in interest income, the drop in interest expense of $13.6 million, compared to the same 2000 quarter, was a result of both rate and volume declines. The biggest factors for lower interest costs were (1) fewer outstandings in CDs, which reduced interest expense by $1.8 million; (2) lower balances in Repos and other borrowings, which lowered interest costs by $4.7 million; and (3) rate declines in Savings and Repos and other borrowings, which reduced interest expense by $1.3 million and $7.0 million, respectively.

      For the first half of the year, net interest income FTE declined $6.6 million to $193.7 million. The net decrease occurred as interest income dropped $14.3 million, but was partially offset by a decline in interest expense of $7.7 million. Lower investment balances lessened interest income by $12.8 million, while higher loan volumes added $5.8 million during the six-month period. The lower interest rate environment during the half, compared to last year, lessened securities interest income by $2.9 million, loan interest income by $4.0 million, and Repos and other borrowings’ interest expense by $8.5 million. Lower balances in Repos and other borrowings caused a $13.6 million drop in interest expense when compared to the equivalent period last year.


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Changes in Net Interest Differential -
Fully-Tax Equivalent Rate/Volume Analysis
(Dollars in thousands)

                                                       
Quarters ended Six Months Ended
June 30, June 30,
2001 and 2000 2001 and 2000


Increase (Decrease) Increase (Decrease)
Interest Income/Expense Interest Income/Expense


Volume Yield Rate Total Volume Yield Rate Total






INTEREST INCOME
Investment Securities ($5,271 ) (4,555 ) (9,826 ) (12,845 ) (2,932 ) (15,777 )
Loans and loans held for sale 385 (4,108 ) (3,723 ) 5,835 (4,038 ) 1,797
Federal funds sold and others (202 ) (85 ) (287 ) (259 ) (40 ) (299 )






Total interest income ($5,088 ) (8,748 ) (13,836 ) (7,269 ) (7,010 ) (14,279 )
 
INTEREST EXPENSE
Interest on deposits:
Demand-interest bearing $ 38 181 219 47 500 547
Savings 658 (1,346 ) (688 ) 1,333 944 2,277
Certificates and other time deposits (1,818 ) 408 (1,410 ) 4,089 7,430 11,519
Federal Funds Purchased, REPOs & other borrowings (4,650 ) (7,022 ) (11,672 ) (13,613 ) (8,454 ) (22,067 )






Total interest expense (5,772 ) (7,779 ) (13,551 ) (8,144 ) 420 (7,724 )






Net interest income $ 684 (969 ) (285 ) 875 (7,430 ) (6,555 )






      Note: The variance created by a combination of rate and volume has been entirely allocated to the volume column.


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Net Interest Margin

      The net interest margin, net interest income FTE divided by average earning assets, is affected by changes in the level of earning assets, the proportion of earning assets funded by non-interest bearing liabilities, the interest rate spread, and changes in the corporate tax rates. A meaningful comparison of the net interest margin requires an adjustment for the changes in the statutory Federal income tax rate noted above. The following schedule shows the relationship of the tax equivalent adjustment and the net interest margin.

Net Interest Margin
(Dollars in thousands)

                                     
Quarters Ended Six Months Ended
June 30, June 30,


2001 2000 2001 2000




Net interest income per financial statements $ 95,091 95,289 185,448 191,740
Tax equivalent adjustment 896 983 1,730 1,993




Net interest income — FTE 95,987 96,272 187,178 193,733




Average earning assets $ 9,350,616 9,680,509 9,338,267 9,610,892




Net interest margin 4.12 % 4.00 % 4.04 % 4.05 %




Other Income

      Other income for the quarter ended June 30, 2001 was $46.0 million, an increase of $6.8 million or 17.3%, over the $39.2 million earned during the same period last year. Excluding securities sales, the increase in other income was $7.0 million, or 17.8%. For the six-month period, excluding securities gains and the first quarter 2001 $5.6 million gain from the sale of a partnership interest, other income totaled $87.1 million, up 10.7% from $78.7 million a year ago.

      Trust department income for the second quarter was $5.6 million, down 13.4% from the $6.4 million earned one year ago. The decline, which was more than offset by increases in other fee categories, is mostly attributed to lower stock market returns,


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which are the basis for certain trust fees. Service charges on depositors’ accounts increased 18.0% to $13.7 million from $11.6 million for last year’s second quarter. Credit card fees, including merchant services, increased 11.7% to $9.2 million for the quarter compared to $8.3 million for the three months ended June 30, 2000. ATM and other service fees rose slightly from $3.9 million during the 2000 second quarter to $4.1 million for the same current year period. Income from bank owned life insurance (“BOLI”) totaled $3.2 million compared to $0.9 million in 2000. Manufactured housing income was $1.2 million for the quarter, 33.1% higher than the $0.9 million reported last year. Securities gains/losses were immaterial for the current and prior year quarters. Loan sales and servicing income was $3.0 million in the 2001 quarter, up from $1.7 million in 2000. Other operating income was $2.2 million compared to $1.8 million for last year’s quarter.

      First-half 2001 results compared to the same 2000 period were as follows: trust department income declined 6.7%; service charges on depositors’ accounts rose 14.9%; credit card and merchant service fees increased 13.4%; ATM and other service fees were the same as last year at $7.6 million; BOLI revenue was $6.2 million, up from $1.8 million earned in 2000; a $5.6 million gain from the sale of a partnership interest is included in the 2001 first half; manufactured housing income increased from $1.6 million to $2.7 million; securities gains and losses were immaterial in both periods; loan sales and servicing increased 4.6% to $4.7 million and other operating income totaled $4.2 million, a decline of $2.4 million from last year.

      The Corporation continues to recognize other income as an important complement to net interest income as it provides a source of revenues not sensitive to the interest rate environment.

Other Expenses

      Other expenses were $72.8 million for the second quarter, an increase of $4.1 million, or 6.0%, from the $68.7 million recorded during the same quarter last year. Year-to-date operating costs totaled $140.4 million, up $5.6 million or 4.1% from the $134.8 million recorded during the 2000 first half.

      The “lower-is-better” efficiency ratio for the second quarter was 49.65% compared to 48.79% a year ago. The efficiency ratio for the first half was 48.47% and 47.52% for the six months ended June 30, 2000. The 2001 efficiency ratios for the quarterly and year-to-date periods do not include the $9.7 million pre-tax residual interest accounting change described previously in the Results of Operations section of this document. The 2001 second quarter efficiency ratio indicates it took 49.65 cents of operating costs to generate every dollar of profit.

      Salaries, wages, pension and employee benefits (“salaries and benefits”), the largest component of other expenses, totaled $33.1 million for second quarter 2001, up


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$2.1 million from last year’s expense of $31.0 million. The entire increase can be attributed to annual merit increases and higher payout and current accrued amounts related to incentive pay. For the 2001 six-month period, salaries and benefits were $64.6 million, up $1.3 million or 2.0%, from $63.4 million in 2000. Again, merit increases and incentive accruals and payouts more than accounted for the higher 2001 first half salaries and benefits expense.

      Net occupancy and equipment expenses were relatively unchanged from year ago quarter and six-month totals. Stationary, supplies and postage decreased 18.2% compared to the prior year quarter and 16.4% compared to the six months ended June 30, 2000. Bankcard, loan processing and other costs increased 27.8% and 15.6%, for the quarter and year-to-date periods, respectively. Much of this increase occurred as a result of higher mortgage, manufactured housing and home equity loan origination and processing costs. Professional fees were $2.8 million for the quarter compared to $2.5 million last year. Similarly, professional fees for the first half were $1.5 million above the comparable 2000 period. Other operating expenses for the second quarter were $16.7 million, up from $15.4 million last year. Year-to-date 2001 other operating expenses totaled $30.3 million, up $4.0 million from last year’s total of $26.3 million.

FINANCIAL CONDITION

Investment Securities

      All investment securities of the Corporation are classified as available for sale. The available for sale classification provides the Corporation with more flexibility to respond, through the portfolio, to changes in market interest rates, or to increases in loan demand or deposit withdrawals. The book value and market value of investment securities classified as available for sale are as illustrated in the following tables.


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June 30, 2001

                                   
Book Gross Unrealized Gross Unrealized Market
Value Gains Losses Value




U.S. Treasury securities and U.S
Government agency obligations $ 426,230 1,856 1,658 426,428
Obligations of state and political subdivisions 106,735 1,268 159 107,844
Mortgage-backed securities 1,164,528 6,585 10,951 1,160,162
Other securities 292,895 509 7,536 285,868




$ 1,990,388 10,218 20,304 1,980,302




 
Book Value Market Value


Due in one year or less $ 60,943 60,667
Due after one year through five years 140,638 141,309
Due after five years through ten years 357,567 359,106
Due after ten years 1,431,690 1,419,220


$ 1,990,388 1,980,302


      The book value and market value of investment securities including mortgage-backed securities and derivatives at June 30, 2000, by contractual maturity, are shown in the preceding table. Expected maturities will differ from contractual maturities based on the issuers’ right to call or prepay obligations with or without call or prepayment penalties.

      The carrying value of investment securities pledged to secure trust and public deposits and for purposes required or permitted by law amounted to approximately $1.4 billion at June 30, 2001, $1.6 billion at December 31, 2000 and $1.9 billion at June 30, 2000.

      Securities with remaining maturities over five years reflected in the foregoing schedule consist of mortgage and asset backed securities. These securities are purchased within an overall strategy to maximize future earnings taking into account an acceptable level of interest rate risk. While the maturities of these mortgage and asset backed securities are beyond five years, these instruments provide periodic principal payments and include securities with adjustable interest rates, reducing the interest rate risk associated with longer term investments.


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Loans

      Total loans outstanding at June 30, 2001 were $7.351 billion compared to $7.237 billion at December 31, 2000 and $7.409 billion at June 30, 2000.

      By category, the following year-over-year changes in average loan balances occurred: commercial loans increased $204.3 million or 6.2%; manufactured housing loans were flat compared to last year, when the sale of $46.3 million to outside banks is considered; installment loans have declined $70.7 million or 4.7%; home equity loans are up $33.9 million or 7.9% and credit card outstandings have risen $15.4 million or 14.8%. Average mortgage loans declined $121.8 million or 13.7% as the Corporation continues to shift its loan mix away from lower-yielding mortgage loans, through securitizations and normal paydown activity, and toward higher-yielding commercial and consumer credits.

      Year-to-date average loan increases and decreases were consistent with the trends noted in the analysis just preceding this paragraph. Average outstanding loans for both the quarter and six-month periods equaled 79% of average earning assets.

Asset Quality

      At June 30, 2001, total nonperforming assets, defined as nonaccrual loans, restructured loans and other real estate (“ORE”), were $48.5 million 0.66% of total outstanding loans and ORE. These same statistics for other recent quarter-ends were as follows: $38.2 million or 0.52% at March 31, 2001; $36.4 million or 0.50% at December 31, 2000; and $29.5 million or 0.40% at June 30, 2000.

      Impaired loans are loans for which, based on current information or events, it’s probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans must be valued based on the present value of the loans’ expected future cash flows at the loans’ effective interest rates, at the loans’ observable market prices, or the fair value of the underlying collateral. Under FirstMerit’s credit policies and practices, and according to provisions within Statements No. 114 and No. 118, all nonaccrual and restructured commercial, agricultural, construction, and commercial real estate loans, meet the definition of impaired loans.

 


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ASSET QUALITY TABLE

                             
June 30, December 31, June 30,
(Dollars in thousands) 2001 2000 2000

Impaired Loans:
Non-accrual $ 38,571 28,039 22,558
Restructured 87 150 212



Total impaired loans 38,658 28,189 22,770



Other Loans:
Non-accrual 1,509 2,135 2,622
Restructured



Total other nonperforming loans 1,509 2,135 2,622



Total nonperforming loans 40,167 30,324 25,392



Other real estate owned (ORE) 8,357 6,067 4,122



Total nonperforming assets $ 48,524 36,391 29,514



Loans past due 90 days or more accruing interest $ 42,089 31,440 21,673



Total nonperforming assets as a percent of total loans and ORE 0.66 % 0.50 % 0.40 %



      NA = Not Available

      There is no concentration of loans in any particular industry or group of industries. Most of the Corporation’s business activity is with customers located within the state of Ohio.


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Allowance for Loan Losses

      The allowance for possible loan losses at June 30, 2001 totaled $110.6 million, or 1.50% of total loans outstanding compared to $108.3 million, or 1.50% and $110.1 million, or 1.49% at December 31, 2000 and June 30, 2000, respectively.

                           
Six months ended Year ended Six months ended
Dollars in thousands June 30, 2001 December 31, 2000 June 30, 2000



Allowance — beginning of period $ 108,285 104,897 104,897
Loans charged off:
Commercial, financial, agricultural 4,305 7,089 10,199
Installment to individuals 22,413 37,972 12,256
Real estate 1,048 2,558 1,223
Lease financing 806 1,809 806
Total charge-offs 29,033 49,428 24,484
Recoveries:
Commercial, financial, agricultural 696 4,805 3,890
Installment to individuals 8,341 13,866 5,158
Real estate 401 763 217
Lease financing 720 674 351
Total recoveries 10,158 20,108 9,616
Net charge-offs 18,875 29,320 14,868
Provision for possible loan losses 21,210 32,708 20,060



Allowance — end of period $ 110,620 108,285 110,089



 
Annualized net charge offs as a
percent of average loans
0.52 % 0.40 % 0.41 %
 
Allowance for possible
loan losses:
 
As a percent of loans
outstanding at end of period
1.50 % 1.50 % 1.49 %
 
As a multiple of annualized net
charge offs
2.91X 3.69X 3.68X

 


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      The Corporation’s Credit Quality department manages credit risk by establishing common credit policies for its subsidiaries, which operate under the authority of the Corporation’s Board of Directors Credit Committee, participating in approval of larger loans, conducting reviews of loan portfolios, providing centralized consumer underwriting, collections and loan operation services, and overseeing loan workouts. The Corporation’s objective is to minimize losses from commercial lending activities and to maintain consumer losses at levels that are within desired risk parameters and consistent with growth and profitability objectives.

Deposits

      The following schedule illustrates the change in composition of the average balances of deposits and average rates paid for the noted periods.

                                                 
(Dollars in thousands)
Quarter Ended Year Ended Quarter Ended
June 30, 2001 December 31, 2000 June 30, 2000
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate






Non-interest DDA $ 1,057,315 1,032,992 1,052,392
Interest-bearing DDA 669,298 0.63 % 635,414 0.58 % 645,325 0.52 %
Savings deposits 1,911,757 2.55 % 1,789,464 2.96 % 1,808,127 2.85 %
CDs and other time 3,751,908 5.87 % 3,957,140 5.97 % 3,876,139 5.84 %



$ 7,390,278 3.70 % 7,415,010 3.95 % 7,381,983 3.81 %



      Average CDs totaled $3.752 billion for the quarter ended June 30, 2001, down 3.2% from $3.876 billion for the same 2000 quarter. On a percentage basis, average CDs were 47% and 46% of average total interest bearing funds for the June 30, 2001 and 2000 quarters, respectively; average savings deposits, including money market accounts, were 24% of average interest bearing funds during the quarter ended June 30, 2001 and 22% for the same period last year; average interest-bearing demand deposits were 8% of total average interest bearing funds during the 2001 and 2000 second quarters; and average wholesale borrowings decreased from 24% of average interest-bearing funds during the three months ended June 30, 2000 to 21% for the June 30, 2001 quarter. During the three months ended June 30, 2001, average interest bearing liabilities funded approximately 85% of average earning assets compared to 86% in 2000.

 


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      The following table summarizes the certificates and other time deposits in amounts of $100 thousand or more, as of June 30, 2001, by time remaining until maturity.

             
(Dollars in thousands) Amount
Maturing in:
Under 3 months $ 430,989
3 to 12 months 455,238
Over 12 months 512,613

$ 1,398,840

Market Risk

      The Corporation is exposed to market risks in the normal course of business. Changes in market interest rates may result in changes in the fair market value of the Corporation’s financial instruments, cash flows, and net interest income. The corporation seeks to achieve consistent growth in net interest income and capital while managing volatility arising from shifts in market interest rates. The Asset and Liability Committee (“ALCO”) oversees financial risk management, establishing broad policies that govern a variety of financial risks inherent in the Corporation’s operations. ALCO monitors the Corporation’s interest rates and sets limits on allowable risk annually. Market risk is the potential of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Corporation’s market risk is composed primarily of interest rate risk. Interest rate risk on the Corporation’s balance sheet consists of mismatches of maturity gaps and indices, and options risk. Maturity gap mismatches result from differences in the maturity or repricing of asset and liability portfolios. Options risk exists in many of the Corporation’s retail products such as prepayable mortgage loans and demand deposits. Options risk typically results in higher costs or lower revenue for the Corporation. Index mismatches occur when asset and liability portfolios are tied to different market indices which may not move in tandem as market interest rates change.

      Interest rate risk is monitored using gap analysis, earnings simulation and net present value estimations. Combining the results from these separate risk measurement processes allows a reasonably comprehensive view of short-term and long-term interest rate risk in the Corporation. Gap analysis measures the amount of repricing risk in the balance sheet at a point in time. Earnings simulation involves forecasting net interest earnings under a variety of scenarios including changes in the level of interest rates, the shape of the yield curve, and spreads between market

 


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interest rates. ALCO also monitors the net present value of the balance sheet, which is the discounted present value of all asset and liability cash flows. Interest rate risk is quantified by changing the interest rates used for discounting cash flows and comparing the net present value to the original figure.

Capital Resources

      Shareholders’ equity at June 30, 2001 totaled $906.3 million compared to $914.9 million at December 31, 2000 and $866.8 million at June 30, 2000.

      The following table reflects the various measures of capital:

                                                 
At December 31,
At June 30, 2001 2000 At June 30, 2000
(In thousands)


Total equity $ 906,250 8.89 % 914,889 8.96 % 866,796 8.27 %
Common equity 904,194 8.87 % 912,388 8.93 % 863,771 8.24 %
Tangible common equity (a) 757,477 7.54 % 761,060 7.56 % 707,374 6.85 %
Tier 1 capital (b) 784,220 9.06 % 794,736 9.34 % 778,638 9.10 %
Total risk-based capital (c) 1,043,582 12.06 % 1,053,322 12.38 % 1,037,927 12.14 %
Leverage (d) 784,220 7.85 % 794,736 7.80 % 778,638 7.61 %


a)   Common equity less all intangibles; computed as a ratio to total assets less intangible assets.
(b)   Shareholders’ equity minus net unrealized holding gains on equity securities, plus or minus net unrealized holding losses or gains on available for sale debt securities, less goodwill; computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines.
(c)   Tier 1 capital plus qualifying loan loss allowance, computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines.
(d)   Tier 1 capital; computed as a ratio to the latest quarter’s average assets less goodwill.

      The risk-based capital guidelines issued by the Federal Reserve Bank in 1988 require banks to maintain capital equal to 8% of risk-adjusted assets effective December 31, 1993. At June 30, 2001 the Corporation’s risk-based capital equaled 12.06% of risk adjusted assets, exceeding the minimum guidelines. The cash dividend of $0.23 paid in the second quarter has an indicated annual rate of $0.92 per share.

 


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Market Risk

      The Corporation is exposed to market risks in the normal course of business. Changes in market interest rates may result in changes in the fair market value of the Corporation’s financial instruments, cash flows, and net interest income. The corporation seeks to achieve consistent growth in net interest income and capital while managing volatility arising from shifts in market interest rates. The Asset and Liability Committee (“ALCO”) oversees financial risk management, establishing broad policies that govern a variety of financial risks inherent in the Corporation’s operations. ALCO monitors the Corporation’s interest rates and sets limits on allowable risk annually. Market risk is the potential of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Corporation’s market risk is composed primarily of interest rate risk. Interest rate risk on the Corporation’s balance sheet consists of mismatches of maturity gaps and indices, and options risk. Maturity gap mismatches result from differences in the maturity or repricing of asset and liability portfolios. Options risk exists in many of the Corporation’s retail products such as prepayable mortgage loans and demand deposits. Options risk typically results in higher costs or lower revenue for the Corporation. Index mismatches occur when asset and liability portfolios are tied to different market indices which may not move in tandem as market interest rates change.

      Interest rate risk is monitored using gap analysis, earnings simulation and net present value estimations. Combining the results from these separate risk measurement processes allows a reasonably comprehensive view of short-term and long-term interest rate risk in the Corporation. Gap analysis measures the amount of repricing risk in the balance sheet at a point in time. Earnings simulation involves forecasting net interest earnings under a variety of scenarios including changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates. ALCO also monitors the net present value of the balance sheet, which is the discounted present value of all asset and liability cash flows. Interest rate risk is quantified by changing the interest rates used for discounting cash flows and comparing the net present value to the original figure.

 


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PART II. — OTHER INFORMATION

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 18, 2001, the Registrant held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders adopted a proposal, as stated in the Proxy Statement dated March 9, 2001, to elect six Class I directors. The proposal was voted on and approved by the shareholders. The voting results for election of the directors are as follows:

      1. The election of six Class I directors, being:

                     
Authority
For Against Withheld



John R. Cochran 68,073,184 * 7,320,133
Richard Colella 71,209,295 * 4,184,022
Phillip A. Lloyd, II 71,022,668 * 4,370,650
Roger T. Read 71,864,246 * 3,529,072
Richard N. Seaman 71,890,237 * 3,503,080
Charles F. Valentine 71,913,846 * 3,479,471

      * Proxies provide that shareholders may either cast a vote for, or abstain from voting for, directors.

      All other Class II (Karen S. Belden, R. Cary Blair, Robert W. Briggs, Gary G. Clark and Clifford J. Isroff) and Class III directors (John C. Blickle, Sid A. Bostic, Terry L. Haines, Robert G. Merzweiler and Jerry M. Wolf) continued in their positions.

      2. A non-binding shareholder proposal regarding the hiring of an advisor to maximize shareholder value (as described in the proxy statement) was defeated. The voting results, as certified by EquiServe (the Inspector of Elections), for the shareholder proposal was as follows:

                     
Against 50,728,131
Abstain 3,113,398
Broker Non-Votes 7,543,799
For 15,454,456
 
Broker non-votes, as well as votes abstaining, are treated as votes against the proposal.
 
As such, the proposal was voted down by an overwhelming number of the shareholders, with vote percentages of:
 
Against 79.89%
For 20.11%

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit Index

     
Exhibit
Number

3.1 Amended and Restated Articles of Incorporation of FirstMerit Corporation, as amended (incorporated by reference from Exhibit 3.1 to the Form 10-K/ A filed by the Registrant on April 29, 1999)
3.2 Amended and Restated Code of Regulations of FirstMerit Corporation (incorporated by reference from Exhibit 3(b) to the Form 10-K filed by the registrant on April 9, 1998)

 


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Exhibit
Number

4.1 Shareholders Rights Agreement dated October 21, 1993, between FirstMerit Corporation and FirstMerit Bank, N.A., as amended and restated May 20, 1998 (incorporated by reference from Exhibit 4 to the Form 8-A/ A filed by the registrant on June 22, 1998)
4.2 Instrument of Assumption of Indenture between FirstMerit Corporation and NBD Bank, as Trustee, dated October 23, 1998 regarding FirstMerit Corporation’s 6 1/4% Convertible Subordinated Debentures, due May 1, 2008 (incorporated by reference from Exhibit 4(b) to the Form 10-Q filed by the registrant on November 13, 1998)
4.3 Supplemental Indenture, dated as of February 12, 1999, between FirstMerit and Firstar Bank Milwaukee, National Association, as Trustee relating to the obligations of the FirstMerit Capital Trust I, fka Signal Capital Trust I (incorporated by reference from Exhibit 4.3 to the Form 10-K filed by the Registrant on March 22, 1999)
4.4 Indenture dated as of February 13, 1998 between Firstar Bank Milwaukee, National Association, as trustee and Signal Corp (incorporated by reference from Exhibit 4.1 to the Form S-4, No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.5 Amended and Restated Declaration of Trust of FirstMerit Capital Trust I, fka Signal Capital Trust I, dated as of February 13, 1998 (incorporated by reference from Exhibit 4.5 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13,1998)
4.6 Form Capital Security Certificate (incorporated by reference from Exhibit 4.6 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.7 Series B Capital Securities Guarantee Agreement (incorporated by reference from Exhibit 4.7 to the Form No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.8 Form of 8.67% Junior Subordinated Deferrable Interest Debenture, Series B (incorporated by reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
10.1 1982 Incentive Stock Option Plan of FirstMerit Corporation (incorporated by reference from Exhibit 4.2 to the Form S-8 (No. 33-7266) filed by the registrant on July 15, 1986)*
10.2 Amended and Restated 1992 Stock Option Program of FirstMerit Corporation (incorporated by reference from Exhibit 10.2 to the Form 10-K filed by the registrant on February 24, 1998)*
10.3 FirstMerit Corporation 1992 Directors Stock Option Program (incorporated by reference from Exhibit 10.2 to the Form 10-K filed by the registrant on February 24, 1998)*
10.4 FirstMerit Corporation 1995 Restricted Stock Plan (incorporated by reference from Exhibit (10)(d) to the Form 10-Q for the fiscal quarter ended March 31, 1995, filed by the registrant on May 15, 1995)*
10.5 FirstMerit Corporation 1997 Stock Option Program (incorporated by reference from Exhibit 10.5 to the Form 10-K filed by the registrant on February 24, 1998)*
10.6 FirstMerit Corporation 1999 Stock Plan (incorporated by reference from Exhibit 10.39 to the Form S-8 filed by the Registrant on May 21, 1999)*
10.7 FirstMerit Corporation 1987 Stock Option and Incentive Plan (SF)1998 (incorporated by reference from Exhibit 10.7 to the Form 10-K filed by the registrant on March 10, 2000)*
10.8 FirstMerit Corporation 1996 Stock Option and Incentive Plan (SF) (incorporated by reference from Exhibit 10.8 to the Form 10-K filed by the registrant on March 10, 2000)*
10.9 FirstMerit Corporation 1994 Stock Option Plan (SF) (incorporated by reference from Exhibit 10.9 to the Form 10-K filed by the registrant on March 10, 2000)*
10.10 FirstMerit Corporation 1989 Stock Incentive Plan (SB) (incorporated by reference from Exhibit 10.10 to the Form 10-K filed by the registrant on March 10, 2000)*
10.11 FirstMerit Corporation Amended and Restated Stock Option and Incentive Plan (SG) (incorporated by reference from Exhibit 10.11 to the Form 10-K filed by the registrant on March 10, 2000)*
10.12 FirstMerit Corporation Non-Employee Director Stock Option Plan (SG) (incorporated by reference from Exhibit 4.3 to the Form S-8/ A (No. 333-63797) filed by the registrant on February 12, 1999)*
10.13 FirstMerit Corporation 1997 Omnibus Incentive Plan (SG) (incorporated by reference from Exhibit 10.13 to the Form 10-K filed by the registrant on March 10, 2000)*
10.14 FirstMerit Corporation 1993 Stock Option Plan (FSB) (incorporated by

 


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Exhibit
Number

reference from Exhibit 10.14 to the Form 10-K filed by the registrant on March 10, 2000)*
10.15 Amended and Restated FirstMerit Corporation Executive Deferred Compensation Plan (incorporated by reference from Exhibit 10(h) to the Form 10-K filed by the registrant on February 25, 1997)*
10.16 Amended and Restated FirstMerit Corporation Director Deferred Compensation Plan (incorporated by reference from Exhibit 10(i) to the Form 10-K filed by the registrant on February 25, 1997)*
10.17 FirstMerit Corporation Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10(d) to the Form 10-K filed by the registrant on March 15, 1996)*
10.18 Amended and Restated Membership Agreement with respect to the FirstMerit Corporation Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10.39 to the Form 10-K filed by the Registrant on March 22, 1999)*
10.19 FirstMerit Corporation Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10.11 to the Form 10-K filed by the registrant on February 24, 1998)*
10.20 First Amendment to the FirstMerit Corporation Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10(v) to the Form 10-K filed by the registrant on March 2, 1995)*
10.21 FirstMerit Corporation Executive Committee Life Insurance Program Summary (incorporated by reference from Exhibit 10(w) to the Form 10-K filed by the registrant on March 2, 1995)*
10.22 Long Term Disability Plan (incorporated by reference from Exhibit 10(x) to the Form 10-K filed by the registrant on March 2, 1995)*
10.23 Supplemental Pension Agreement of John R. Macso (incorporated by reference from Exhibit 10.13 to the Form 10-K filed by the registrant on February 24, 1998)*
10.24 Employment Agreement with John R. Macso, dated August 3, 1999 (incorporated by reference from Exhibit 10.13.1 to the Form 10-Q filed by the Registrant on November 12, 1999)*
10.25 Agreement with John R. Macso, dated August 3, 1999 (incorporated by reference from Exhibit 10.13.2 to the Form 10-Q filed by the Registrant on November 12, 1999)*
10.26 Stock Option Agreement with John R. Macso, dated August 3, 1999 (incorporated by reference from Exhibit 10.13.3 to the Form 10-Q filed by the Registrant on November 12, 1999)*
10.27 Employment Agreement dated October 23, 1998 for Charles F. Valentine (incorporated by reference from Exhibit 10(a) to the Form 10-Q filed by the registrant on November 13, 1998)*
10.28 SERP Agreement dated October 23, 1998 for Charles F. Valentine (incorporated by reference from Exhibit 10(b) to the Form 10-Q filed by the registrant on November 13, 1998)*
10.29 Employment Agreement of John R. Cochran, dated December 1, 1998 (incorporated by reference from Exhibit 10.20 to the Form 10-K filed by the Registrant on March 22, 1999)*
10.30 Restricted Stock Award Agreement of John R. Cochran dated March 1, 1995 (incorporated by reference from Exhibit 10(e) to the Form 10-Q filed by the registrant on May 15, 1995)*
10.31 Restricted Stock Award Agreement of John R. Cochran dated April 9, 1997 (incorporated by reference from Exhibit 10.18 to the Form 10-K filed by the registrant on February 24, 1998)*
10.32 First Amendment to Restricted Stock Award Agreement for John R. Cochran (incorporated by reference from Exhibit 10.38 to the Form 10-K filed by the Registrant on March 22, 1999)*
10.33 Employment Agreement of Sid A. Bostic, dated February 1, 1998 (incorporated by reference from Exhibit 10.19 to the Form 10-K filed by the registrant on February 24, 1998)*
10.34 First Amendment to Employment Agreement of Sid A. Bostic, dated April 20, 1999 (incorporated by reference from Exhibit 10.23.1 to the Form 10-Q filed by the registrant on May 14, 1999)*
10.35 Restricted Stock Award Agreement of Sid A. Bostic dated February 1, 1998 (incorporated by reference from Exhibit 10.20 to the Form 10-K filed by the registrant on February 24, 1998)*
10.36 First Amendment to Restricted Stock Award Agreement of Sid A. Bostic, dated April 20, 1999 (incorporated by reference from Exhibit 10.25.1 to the Form 10-Q filed by the registrant on May 14, 1999)*
10.37 Form of FirstMerit Corporation Termination Agreement (incorporated by reference from Exhibit 10.24.1 to the Form 10-Q filed by the Registrant on March 22, 1999)*
10.38 Form of Director and Officer Indemnification Agreement and Undertaking (incorporated by reference from Exhibit 10(s) to the Form 8-K/ A filed by the registrant on April 27, 1995)*

 


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Exhibit
Number

10.39 Independent Contractor Agreement with Gary G. Clark, dated February 12, 1999 (incorporated by reference from Exhibit 10.38 to the Form 10-Q filed by the Registrant on May 14, 1999)*
10.40 Credit Agreement among FirstMerit Corporation, Bank of America, N.A., and Lenders, dated November 29,1999 (incorporated by reference from Exhibit 10.40 to the Form 10-K filed by the registrant on March 10, 2000)*
10.41 Distribution Agreement, by and among FirstMerit Bank, N.A. and the Agents, dated July 15, 1999 (incorporated by reference from Exhibit 10.41 to the Form 10-K filedby the registrant on March 10, 2000)*
21 Direct and Indirect subsidiaries of FirstMerit Corporation
25.1 Form T-1 Statement of Eligibility of Firstar Trust Company to act as Property Trustee under the Amended and Restated Declaration of Trust of FirstMerit Capital Trust I, fka Signal Capital Trust I (incorporated by reference from Exhibit 26.1 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
25.2 Form T-1 Statement of Eligibility of Firstar Trust Company to act as Debenture Trustee under the FirstMerit Capital Trust I, fka Signal Capital Trust I, Indenture (incorporated by reference from Exhibit 26.1 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)


*   Management Contract or Compensatory Plan or Arrangement

(b) Form 8-K

      There were no Form 8-K filings during the second quarter of 2001.

 


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SIGNATURES

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

       
FIRSTMERIT CORPORATION
 
By: /s/TERRENCE E. BICHSEL

Terrence E. Bichsel, Executive Vice President
and Chief Financial Officer

DATE: August 13, 2001