8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2016

FIRSTMERIT CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	001- 11267	34-1339938
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
III Cascade Plaza, 7th Floor Akron, Ohio		44308
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (330) 996-6300

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 26, 2016, FirstMerit Corporation (the “Corporation”) announced earnings for the quarter ended December 31, 2015. A copy of the press release and certain financial information for this period is attached as Exhibit 99.1 hereto and incorporated by reference herein. A supplemental information package to such press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02 shall not be deemed to be incorporated by reference into the filings of the Corporation under the Securities Act of 1933.

ITEM 8.01. OTHER EVENTS.

On January 26, 2016, the Corporation and Huntington Bancshares Incorporated (“Huntington”) issued a joint press release announcing the signing of a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, (i) a newly formed wholly owned subsidiary of Huntington will merge with and into the Corporation (the “Merger”), (ii) as soon as reasonably practicable following the Merger, the Corporation will merge with and into Huntington (the “Second Step Merger”) and (iii) following the Second Step Merger, FirstMerit Bank, National Association will merge with and into The Huntington National Bank. A copy of the joint press release announcing the transaction is attached hereto as Exhibit 99.3.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by FirstMerit Corporation on January 26, 2016 reporting its financial results as of and for the quarter ended December 31, 2015.
99.2	Supplemental Information Package for earnings release.
99.3	Joint Press release issued by Huntington Bancshares Incorporated and FirstMerit Corporation on January 26, 2016 reporting their entry into a definitive agreement and plan of merger.

Caution regarding Forward-Looking Statements

This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the merger parties’ plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect,

anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions, uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board, volatility and disruptions in global capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of Huntington’s and FirstMerit’s respective business strategies, including market acceptance of any new products or services implementing Huntington’s “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB, and the regulatory approval process associated with the merger; the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and FirstMerit do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; Huntington’s ability to complete the acquisition and integration of FirstMerit successfully; and other factors that may affect future results of Huntington and FirstMerit. Additional factors that could cause results to differ materially from those described above can be found in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2014 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2015, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Publications and Filings” and in other documents Huntington files with the SEC, and in FirstMerit’s Annual Report on Form 10-K for the year ended December 31, 2014 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2015, each of which is on file with the SEC and available in the “Investors” section of FirstMerit’s website, http://www.firstmerit.com, under the heading “Publications & Filings” and in other documents FirstMerit files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Huntington nor FirstMerit assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Important Additional Information

In connection with the proposed transaction, Huntington will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Huntington and FirstMerit and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Huntington and FirstMerit will be submitted to FirstMerit’s stockholders and Huntington’s stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF HUNTINGTON AND STOCKHOLDERS OF FIRSTMERIT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Huntington and FirstMerit, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, HC0935, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007 or to FirstMerit Corporation, Attention: Thomas P. O’Malley, III Cascade Plaza, Akron, Ohio 44308, (330) 384-7109.

Participants in the Solicitation

Huntington, FirstMerit, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Huntington’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 12, 2015, and certain of its Current Reports on Form 8-K. Information regarding FirstMerit’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 6, 2015, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

SIGNATURE

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

	FirstMerit Corporation
	(Registrant)
January 26, 2016	/s/ Terrence E. Bischel
(Date)	Terrence E. Bichsel Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by FirstMerit Corporation on January 26, 2016 reporting its financial results as of and for the quarter ended December 31, 2015.
99.2	Supplemental Information Package for earnings release.
99.3	Joint Press release issued by Huntington Bancshares Incorporated and FirstMerit Corporation on January 26, 2016 reporting their entry into a definitive agreement and plan of merger.

EX-99.1

Exhibit 99.1

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FirstMerit Reports Fourth Quarter 2015 EPS of $0.33 Per Share

AKRON, OH—(Marketwired - January 26, 2016) - FirstMerit Corporation (NASDAQ: FMER)

Quarterly Highlights include:

• FirstMerit announces a merger between Huntington Bancshares Incorporated and FirstMerit Corporation

• Profitability Sustained: 67^th consecutive quarter of profitability.

• Loan growth continued: Total loan growth of $277.7 million, or 1.76% from the prior quarter.

• Credit quality remained solid: Net charge-offs to average originated loans of 0.33%.

• Balance sheet remained strong: Strong tangible common equity ratio¹ at 8.24%.

FirstMerit Corporation (Nasdaq: FMER) (the “Corporation”) today announced a merger with Huntington Bancshares Incorporated. The details of the merger are contained within a joint press release issued by the two companies today. The Corporation reported fourth quarter 2015 net income of $56.7 million, or $0.33 per diluted share. This compares with $59.0 million, or $0.34 per diluted share, for the third quarter 2015 and $61.1 million, or $0.36 per diluted share, for the fourth quarter 2014.

“Today’s announcement of the merger with Huntington Bancshares reflects a compelling and strategic opportunity to join two great companies and create enhanced value for our shareholders. Prior to the closing of the announced transaction, we will continue to focus on growing organically, increasing our loan portfolio and maintaining our balance sheet strength. As we exhibited this quarter and throughout 2015, this focus resulted in strong credit quality, core deposit growth and solid customer relationships. We plan for a smooth and seamless integration for our customers and employees,” said Paul Greig, Chairman, President and CEO of FirstMerit Corporation.

¹ - See Non-GAAP Financial Measures section of this release for a reconciliation to financial measures as defined by GAAP.

1

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

Earnings Summary

										Change 4Q 2015 vs.
	2015			2015			2014			2015			2014
(Dollars in thousands, except per share amounts)	4th qtr			3rd qtr			4th qtr			3rd qtr			4th qtr
Net interest income TE 1	$	188,979		$	189,119		$	196,509			(0.07	)%		(3.83	)%
Diluted earnings per common share		0.33			0.34			0.36			(2.94	)		(8.33	)
Net interest margin on TE basis1		3.30	%		3.33	%		3.56	%
Return on average assets		0.89			0.93			0.98
Return on average common equity		7.65			8.05			8.50
Return on average tangible common equity 1		11.04			11.69			12.52

Net interest income TE was flat as compared to the third quarter 2015. Higher interest income on originated loans offset lower interest income on acquired and FDIC acquired loans. The net interest margin on a TE basis in the fourth quarter of 2015 declined three basis points over the prior quarter primarily from runoff in the acquired and FDIC acquired portfolios, and marginally lower yields on earning assets.

Loans

Average originated loans were $13.9 billion during the fourth quarter 2015, an increase of $335.6 million, or 2.48%, compared with the third quarter 2015, and an increase of $1.6 billion, or 12.66%, compared with the fourth quarter 2014. The loan growth was driven primarily by commercial and installment loans. Average originated commercial loans increased $137.3 million, or 1.58%, compared with the prior quarter, and increased $735.5 million, or 9.10%, compared with the year-ago quarter.

Average originated installment loans increased $133.7 million, or 4.75%, compared with the prior quarter, and increased $597.4 million, or 25.38%, compared with the year-ago quarter.

Deposits

Average deposits were $20.0 billion during the fourth quarter 2015, an increase of $45.2 million, or 0.23%, compared with the third quarter 2015, and an increase of $552.1 million, or 2.84%, compared with the fourth quarter 2014. Average core deposits were $17.7 billion during the fourth quarter 2015, or 88.71% of total average deposits, an increase of $11.8 million, or 0.07%, compared with the third quarter 2015 and an increase of $634.4 million, or 3.71%, compared with the fourth quarter 2014.

¹  - See Non-GAAP Financial Measures section of this release for a reconciliation to financial measures as defined by GAAP.

2

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

Noninterest Income

										Change 4Q 2015 vs.
	2015			2015			2014			2015			2014
(Dollars in thousands)	4th qtr			3rd qtr			4th qtr			3rd qtr			4th qtr
Trust department income	$	10,208		$	10,948		$	9,831			(6.76	)%		3.83	%
Service charges on deposits		16,793			17,295			17,597			(2.90	)		(4.57	)
Credit card fees		13,931			13,939			13,305			(0.06	)		4.70
ATM and other service fees		6,626			6,518			6,181			1.66			7.20
Bank owned life insurance income		3,836			4,622			7,337			(17.01	)		(47.72	)
Investment services and insurance		3,816			4,032			4,171			(5.36	)		(8.51	)
Investment securities gains/(losses), net		(5	)		41			16			(112.20	)		(131.25	)
Loan sales and servicing income		2,276			2,414			3,112			(5.72	)		(26.86	)
Other operating income		7,662			11,617			10,410			(34.04	)		(26.40	)
Total noninterest income	$	65,143		$	71,426		$	71,960			(8.80	)%		(9.47	)%
Noninterest income, excluding net securities gains, as a percentage of net revenue1		25.64	%		27.40	%		26.80	%

Noninterest income, excluding gains and losses on securities transactions¹, for the fourth quarter 2015 was $65.1 million, a decrease of $6.2 million, or 8.74%, from the third quarter 2015 and a decrease of $6.8 million, or 9.45%, from the fourth quarter 2014. Other operating income decreased $4.0 million, or 34.04%, from the prior quarter primarily due to the denial in the fourth quarter by the FDIC of four disputed claims of $6.0 million claimed on the final commercial loss share certificate at June 30, 2015.

¹  - See Non-GAAP Financial Measures section of this release for a reconciliation to financial measures as defined by GAAP.

3

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

Noninterest Expense

										Change 4Q 2015 vs.
	2015			2015			2014			2015			2014
(Dollars in thousands)	4th qtr			3rd qtr			4th qtr			3rd qtr			4th qtr
Salaries and wages	$	68,151		$	68,775		$	71,638			(0.91	)%		(4.87	)%
Pension and employee benefits		18,339			16,997			18,261			7.90			0.43
Net occupancy expense		12,716			13,540			14,188			(6.09	)		(10.37	)
Equipment expense		12,074			12,235			12,133			(1.32	)		(0.49	)
Taxes, other than federal income taxes		2,096			2,003			1,661			4.64			26.19
Stationary, supplies and postage		3,222			3,304			3,767			(2.48	)		(14.47	)
Bankcard, loan processing and other costs		11,146			12,335			11,830			(9.64	)		(5.78	)
Advertising		3,386			4,278			3,586			(20.85	)		(5.58	)
Professional services		5,056			5,154			6,440			(1.90	)		(21.49	)
Telephone		2,530			2,480			2,779			2.02			(8.96	)
Amortization of intangibles		2,598			2,598			2,933			—			(11.42	)
FDIC expense		5,252			5,234			5,989			0.34			(12.31	)
Other operating expenses		9,056			11,809			9,836			(23.31	)		(7.93	)
Total noninterest expense	$	155,622		$	160,742		$	165,041			(3.19	)%		(5.71	)%
Efficiency ratio1		60.22	%		60.71	%		60.39	%

Noninterest expense for the fourth quarter 2015 was $155.6 million, a decrease of $5.1 million, or 3.19%, from the third quarter 2015, and a decrease of $9.4 million, or 5.71%, from the fourth quarter 2014. Salaries and wages and employee benefits decreased $3.4 million, or 3.8%, compared with the year ago-period reflecting 347, or 8.1%, fewer full time equivalent employees. Other operating expense decreased $2.8 million, or 23.31%, from the prior quarter primarily due to the favorable re-estimation of certain repurchase reserve liabilities as of December 31, 2015.

Provision for Income Taxes

The effective tax rate was 30.06% for the fourth quarter 2015, compared with 27.80% for the third quarter 2015, and 29.09% for the fourth quarter 2014.

¹  - See Non-GAAP Financial Measures section of this release for a reconciliation to financial measures as defined by GAAP.

4

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

Asset Quality (excluding acquired loans and covered assets)

Due to the impact of business combination accounting and protection against credit risk from FDIC loss sharing agreements, acquired loans and covered assets are excluded from the asset quality discussion to provide for improved comparability to prior periods and better perspective into asset quality trends. Acquired loans are recorded at fair value at the date of acquisition with no allowance brought forward in accordance with business combination accounting. Impaired acquired and covered loans are considered to be performing due to the application of the accretion method under the applicable accounting guidance.

										Change 4Q 2015 vs.
	2015			2015			2014			2015			2014
(Dollars in thousands)	4th qtr			3rd qtr			4th qtr			3rd qtr			4th qtr
Net charge-offs	$	11,407		$	8,029		$	3,849			42.07	%		196.36	%
Net charge-offs on average originated loans		0.33	%		0.24	%		0.12	%
Nonperforming loans at period end	$	44,105		$	47,036		$	34,617			(6.23	)		27.41
Nonperforming assets at period end		94,498			107,058			55,038			(11.73	)		71.70
Allowance for loan losses		105,135			104,055			95,696			1.04			9.86
Allowance for loan losses to nonperforming loans		238.37	%		221.22	%		276.44	%
Provision for originated loan losses	$	12,487		$	10,402		$	8,662			20.04			44.16

Nonperforming assets totaled $94.5 million at December 31, 2015, a decrease of $12.6 million, or 11.73%, compared with September 30, 2015 and an increase of $39.5 million, or 71.70%, compared with December 31, 2014. Nonperforming assets at December 31, 2015 represented 0.67% of period-end originated loans plus noncovered other real estate compared with 0.78% at September 30, 2015 and 0.44% at December 31, 2014. Included in nonperforming assets as of December 31, 2015 were $33.5 million of OREO no longer covered by FDIC loss share agreements.

The allowance for originated loan losses totaled $105.1 million at December 31, 2015. At December 31, 2015, the allowance for originated loan losses was 0.74% of period-end originated loans, compared with 0.76% at September 30, 2015 and 0.77% at December 31, 2014. The allowance for originated loan losses at December 31, 2015 compared to September 30, 2015 increased by $1.1 million and increased by $9.4 million compared to December 31, 2014 due to continued loan growth. The allowance for credit losses is the sum of the allowance for originated loan losses and the reserve for unfunded lending commitments. The allowance for credit losses was 0.77% of period end originated loans at December 31, 2015, compared with 0.79% at September 30, 2015 and 0.81% at December 31, 2014. The allowance for credit losses to nonperforming loans was 247.60% at December 31, 2015, compared with 228.82% at September 30, 2015 and 293.34% at December 31, 2014.

Capital

Shareholders’ equity was $2.9 billion at both, December 31, 2015 and September 30, 2015 and $2.8 billion as of December 31, 2014. The Corporation continued to have a strong capital position as tangible common equity¹ to assets was 8.24% at December 31, 2015, compared with 8.31% at September 30, 2015 and 7.98% at December 31, 2014. The common share cash dividend paid in the fourth quarter 2015 was $0.17 per share, and $0.66 for full year of 2015.

¹  - See Non-GAAP Financial Measures section of this release for a reconciliation to financial measures as defined by GAAP.

5

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

On January 1, 2015, the Corporation became subject to the Basel III capital framework and standardized approach for calculating risk-weighted assets. At December 31, 2015, Basel III capital ratios on a transitional basis remain well in excess of applicable regulatory requirements, with a total risk-based capital ratio of 13.77%, and a common equity tier 1 risk-based capital ratio of 10.68%.

Non-GAAP Financial Measures

In addition to results presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this news release contains certain non-GAAP financial information and performance measures. The Corporation’s management uses these non-GAAP financial measures in their analysis of the Corporation’s performance and the efficiency of its operations. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations of the Corporation and enhance comparability of results with prior periods, and facilitate investors’ assessments of business and performance trends in comparison to others in the financial services industry. The Corporation believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. The Corporation’s management believes that investors may use these non-GAAP financial measures to analyze financial performance without the impact of unusual items that may obscure trends in the Corporation’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

The Corporation evaluates its net interest income on a fully taxable-equivalent basis, a non-GAAP financial measure. The Corporation believes managing the business with net interest income on a fully taxable-equivalent basis provides a more accurate picture of the interest margin for comparative purposes. Total revenue, net of interest expense, includes net interest income on a fully taxable-equivalent basis and noninterest income excluding gains and losses on the sale of securities. The Corporation views related ratios and analysis (i.e., efficiency ratios) on a fully taxable-equivalent basis. To derive the fully taxable-equivalent basis, net interest income is adjusted to reflect tax-exempt income on an equivalent before-tax basis with a corresponding increase in income tax expense. For purposes of this calculation, the Corporation uses the federal statutory tax rate of 35 percent. This measure ensures comparability of net interest income arising from taxable and tax-exempt sources.

The Corporation also evaluates its business based on the following ratios that utilize tangible equity, a non-GAAP financial measure. Tangible equity represents an adjusted shareholders’ equity or common shareholders’ equity amount which has been reduced by goodwill and intangible assets. Return on average tangible common shareholders’ equity measures the Corporation’s earnings contribution as a percentage of adjusted average common shareholders’ equity. The tangible common equity ratio represents adjusted ending common shareholders’ equity divided by total assets less goodwill and intangible assets. Return on average

6

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

tangible shareholders’ equity measures the Corporation’s earnings contribution as a percentage of adjusted average total shareholders’ equity. The tangible equity ratio represents adjusted ending shareholders’ equity divided by total assets less goodwill and intangible assets. Tangible book value per common share represents adjusted ending common shareholders’ equity divided by ending common shares outstanding. These measures are used to evaluate the Corporation’s use of equity. In addition, profitability, relationship and investment models all use return on average tangible shareholders’ equity as key measures to support our overall growth goals.

The following tables provide reconciliations of these non-GAAP measures to financial measures defined by GAAP.

Reconciliation of net interest income to net interest income on a fully taxable-equivalent basis

	Quarters
(unaudited)	2015			2015			2015			2015			2014
(Dollars in thousands)	4th qtr			3rd qtr			2nd qtr			1st qtr			4th qtr
Net interest income (GAAP)	$	185,231		$	185,323		$	185,118		$	185,623		$	192,511
Plus: Fully taxable-equivalent adjustment		3,748			3,796			3,900			3,931			3,998
Net interest income on a fully taxable-equivalent basis (non-GAAP)		188,979			189,119			189,018			189,554			196,509
Average earning assets		22,747,631			22,548,977			22,352,721			22,100,417			21,920,889
Net interest margin on a fully taxable-equivalent basis (non-GAAP)		3.30	%		3.33	%		3.39	%		3.48	%		3.56	%

Reconciliation of noninterest income and noninterest expense to adjusted noninterest income and adjusted noninterest expense

	Quarters
(unaudited)	2015			2015			2015			2015			2014
(Dollars in thousands)	4th qtr			3rd qtr			2nd qtr			1st qtr			4th qtr
Noninterest expense (GAAP)	$	155,622		$	160,742		$	161,674		$	160,652		$	165,041
Less: Intangible asset amortization		2,598			2,598			2,598			2,598			2,933
Adjusted noninterest expense (non-GAAP)		153,024			158,144			159,076			158,054			162,108
Noninterest income (GAAP)		65,143			71,426			66,582			65,847			71,960
Less: Securities gains/(losses)		(5	)		41			567			354			16
Adjusted noninterest income (non-GAAP)		65,148			71,385			66,015			65,493			71,944
Net interest income on a fully taxable-equivalent basis (non-GAAP)		188,979			189,119			189,018			189,554			196,509
Adjusted revenue (non-GAAP)		254,127			260,504			255,033			255,047			268,453
Efficiency ratio (non-GAAP)		60.22	%		60.71	%		62.37	%		61.97	%		60.39	%

7

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

Reconciliation of shareholders’ equity to tangible common equity, and total assets to tangible assets

	Quarters
(unaudited)	2015			2015			2015			2015			2014
(Dollars in thousands, except per share amounts)	4th qtr			3rd qtr			2nd qtr			1st qtr			4th qtr
Shareholders’ equity (GAAP)	$	2,940,095		$	2,937,300		$	2,887,957		$	2,888,786		$	2,834,281
Less: Preferred stock		100,000			100,000			100,000			100,000			100,000
Common shareholders’ equity (non-GAAP)		2,840,095			2,837,300			2,787,957			2,788,786			2,734,281
Less: Intangible assets		60,628			63,226			65,824			68,422			71,020
Goodwill		741,740			741,740			741,740			741,740			741,740
Tangible common equity (non-GAAP)		2,037,727			2,032,334			1,980,393			1,978,624			1,921,521
Total assets (GAAP)	$	25,524,604		$	25,246,917		$	25,297,014		$	25,118,120		$	24,902,347
Less: Intangible assets		60,628			63,226			65,824			68,422			71,020
Goodwill		741,740			741,740			741,740			741,740			741,740
Tangible assets (non-GAAP)	$	24,722,236		$	24,441,951		$	24,489,450		$	24,307,958		$	24,089,587
Period end common shares		165,758			165,759			165,773			165,453			165,390
Tangible book value per common share	$	12.29		$	12.26		$	11.95		$	11.96		$	11.62
Tangible common equity to tangible assets ratio (non-GAAP)		8.24	%		8.31	%		8.09	%		8.14	%		7.98	%

Subsequent Events

The Corporation is required under GAAP to evaluate subsequent events through the filing of its consolidated financial statements for the year ended December 31, 2015 on Form 10-K. As a result, the Corporation will continue to evaluate the impact of any subsequent events on critical accounting assumptions and estimates made as of December 31, 2015 and will adjust amounts preliminarily reported, if necessary.

Fourth Quarter 2015 Conference Call

In light of today’s merger announcement with Huntington Bancshares, FirstMerit senior management will not be hosting a conference call today to discuss 4Q15 earnings as previously scheduled.

About FirstMerit Corporation

FirstMerit Corporation is a diversified financial services company headquartered in Akron, Ohio, with assets of approximately $25.5 billion as of December 31, 2015, and 366 banking offices and 400 ATM locations in Ohio, Michigan, Wisconsin, Illinois and Pennsylvania. FirstMerit provides a complete range of banking and other financial services to consumers and businesses through its core operations. Principal affiliates include: FirstMerit Bank, N.A. and FirstMerit Mortgage Corporation.

8

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

Forward-Looking Statements

This release contains forward-looking statements relating to present or future trends or factors affecting the banking industry, and specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the Corporation, as well as its operations, markets and products. Actual results could differ materially from those indicated. Among the important factors that could cause results to differ materially are interest rate changes, continued softening in the economy, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Corporation’s business, competitive pressures, changes in accounting, tax or regulatory practices or requirements, and those risk factors detailed in the Corporation’s periodic reports filed with the Securities and Exchange Commission. The Corporation undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release.

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FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

Consolidated Financial Highlights

	Quarters
(Unaudited)	2015			2015			2015			2015			2014
(Dollars in thousands, except per share amounts)	4th qtr			3rd qtr			2nd qtr			1st qtr			4th qtr
EARNINGS
Net interest income TE (1)	$	188,979		$	189,119		$	189,018		$	189,554		$	196,509
TE adjustment (1)		3,748			3,796			3,900			3,931			3,998
Provision for originated loan losses		12,487			10,402			10,809			6,036			8,662
Provision/(recapture) for acquired loan losses		1,503			144			(952	)		2,214			3,407
Provision/(recapture) for FDIC acquired loan losses		(379	)		3,729			(891	)		(2	)		1,228
Noninterest income		65,143			71,426			66,582			65,847			71,960
Noninterest expense		155,622			160,742			161,674			160,652			165,041
Net income		56,749			59,012			56,584			57,139			61,079
Diluted EPS (3)		0.33			0.34			0.33			0.33			0.36
PERFORMANCE RATIOS
Return on average assets (ROA)		0.89	%		0.93	%		0.90	%		0.93	%		0.98	%
Return on average equity (ROE)		7.65	%		8.05	%		7.85	%		8.08	%		8.50	%
Return on average tangible common equity (1)		11.04	%		11.69	%		11.44	%		11.85	%		12.52	%
Net interest margin TE (1)		3.30	%		3.33	%		3.39	%		3.48	%		3.56	%
Efficiency ratio (1)		60.22	%		60.71	%		62.37	%		61.97	%		60.39	%
Number of full-time equivalent employees		3,926			3,961			4,017			4,103			4,273
MARKET DATA
Book value per common share	$	17.74		$	17.72		$	17.42		$	17.46		$	17.14
Tangible book value per common share (1)		12.29			12.26			11.95			11.96			11.62
Period end common share market value		18.65			17.67			20.83			19.06			18.89
Market as a % of book		105	%		100	%		120	%		109	%		110	%
Cash dividends per common share	$	0.17		$	0.17		$	0.16		$	0.16		$	0.16
Common Stock dividend payout ratio		51.52	%		50.00	%		48.48	%		48.48	%		44.44	%
Average basic common shares		165,762			165,762			165,736			165,411			165,395
Average diluted common shares		166,222			166,058			166,277			166,003			165,974
Period end common shares		165,758			165,759			165,773			165,453			165,390
Common shares repurchased		15			20			211			66			15
Common Stock market capitalization	$	3,091,387		$	2,928,962		$	3,453,052		$	3,153,534		$	3,124,217
ASSET QUALITY (excluding acquired, FDIC acquired loans and covered OREO) (2)
Gross charge-offs	$	15,514		$	13,398		$	11,298		$	8,567		$	9,205
Net charge-offs		11,407			8,029			6,672			4,187			3,849
Allowance for originated loan losses		105,135			104,055			101,682			97,545			95,696
Reserve for unfunded lending commitments		4,068			3,574			3,905			4,330			5,848
Nonperforming assets (NPAs)		94,498			107,058			117,311			68,606			55,038
Net charge-offs to average loans ratio		0.33	%		0.24	%		0.20	%		0.13	%		0.12	%
Allowance for originated loan losses to period-end loans		0.74	%		0.76	%		0.76	%		0.76	%		0.77	%
Allowance for credit losses to period-end loans		0.77	%		0.79	%		0.79	%		0.79	%		0.81	%
NPAs to loans and other real estate		0.67	%		0.78	%		0.87	%		0.53	%		0.44	%
Allowance for originated loan losses to nonperforming loans		238.37	%		221.22	%		184.40	%		211.66	%		276.44	%
Allowance for credit losses to nonperforming loans		247.60	%		228.82	%		191.48	%		221.06	%		293.34	%
CAPITAL & LIQUIDITY
Period end tangible common equity to assets (1)		8.24	%		8.31	%		8.09	%		8.14	%		7.98	%
Average equity to assets		11.60	%		11.54	%		11.51	%		11.51	%		11.55	%
Average equity to total loans		18.50	%		18.48	%		18.59	%		18.60	%		18.67	%
Average total loans to deposits		79.54	%		78.91	%		79.06	%		77.86	%		78.47	%
AVERAGE BALANCES
Assets	$	25,370,946		$	25,217,856		$	25,129,859		$	24,905,094		$	24,664,987
Deposits		20,002,793			19,957,586			19,682,662			19,788,925			19,450,647
Originated loans		13,863,910			13,528,268			13,092,972			12,689,791			12,306,171
Acquired loans, including FDIC acquired loans, less loss share receivable		2,047,167			2,219,488			2,468,035			2,717,884			2,956,867
Earning assets		22,747,631			22,548,977			22,352,721			22,100,417			21,920,889
Shareholders’ equity		2,943,268			2,909,660			2,892,432			2,866,362			2,849,618
ENDING BALANCES
Assets	$	25,524,604		$	25,246,917		$	25,297,014		$	25,118,120		$	24,902,347
Deposits		20,108,003			19,821,916			19,673,850			19,925,595			19,504,665
Originated loans		14,118,505			13,648,325			13,355,912			12,856,037			12,493,812
Acquired loans, including FDIC acquired loans, less loss share receivable		1,948,493			2,140,029			2,337,378			2,614,847			2,810,302
Goodwill		741,740			741,740			741,740			741,740			741,740
Intangible assets		60,628			63,226			65,824			68,422			71,020
Earning assets		22,955,435			22,661,171			22,599,272			22,395,343			22,153,552
Total shareholders’ equity		2,940,095			2,937,300			2,887,957			2,888,786			2,834,281
NOTES:

(1) Represents a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures section of this press release for a reconciliation to GAAP financial measures.

10

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

(2) Due to the impact of business combination accounting and protection of FDIC loss sharing agreements, which provide considerable protection against credit risk, acquired and FDIC acquired loans and covered OREO are excluded from this table to provide for improved comparability to prior periods and better perspective into asset quality trends. George Washington and Midwest non-single family loss share agreements with the FDIC expired at March 31, 2015 and June 30, 2015, respectively. As of December 31, 2015, $76.3 million of FDIC acquired loans remained covered by single family loss share agreements, providing considerable protection against credit risk.

(3) Net income used to determine diluted EPS was reduced by the cash dividends payable on the Corporation’s 5.875% Non-Cumulative Perpetual Preferred Stock, Series A of approximately $1.5 million in each of the quarters presented.

11

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)	December 31,			December 31,
(Unaudited, except December 31, 2014, which is derived from the audited financial statements)	2015			2014
ASSETS
Cash and due from banks	$	380,799		$	480,998
Interest-bearing deposits in banks		83,018			216,426
Total cash and cash equivalents		463,817			697,424
Investment securities:
Held-to-maturity		2,674,093			2,903,609
Available-for-sale		3,967,735			3,545,288
Other investments		148,172			148,654
Loans held for sale		5,472			13,428
Loans		16,076,945			15,326,147
Allowance for loan losses		(153,691	)		(143,649	)
Net loans		15,923,254			15,182,498
Premises and equipment, net		319,488			332,297
Goodwill		741,740			741,740
Intangible assets		60,628			71,020
Covered other real estate		2,134			49,641
Accrued interest receivable and other assets		1,218,071			1,216,748
Total assets	$	25,524,604		$	24,902,347
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	5,942,248		$	5,786,662
Interest-bearing		3,476,729			3,028,888
Savings and money market accounts		8,450,123			8,399,612
Certificates and other time deposits		2,238,903			2,289,503
Total deposits		20,108,003			19,504,665
Federal funds purchased and securities sold under agreements to repurchase		1,037,075			1,272,591
Wholesale borrowings		580,648			428,071
Long-term debt		505,173			505,192
Accrued taxes, expenses, and other liabilities		353,610			357,547
Total liabilities		22,584,509			22,068,066
Shareholders’ equity:
5.875% Non-Cumulative Perpetual Preferred stock, Series A, without par value: authorized 115,000 shares; 100,000 issued		100,000			100,000
Common stock warrant		—			3,000
Common Stock, without par value; authorized 300,000,000 shares; issued: December 31, 2015 and 2014 - 170,183,515 shares		127,937			127,937
Capital surplus		1,386,677			1,393,090
Accumulated other comprehensive loss		(79,274	)		(71,892	)
Retained earnings		1,519,438			1,404,717
Treasury stock, at cost: December 31, 2015 - 4,425,927; December 31, 2014 - 4,793,566 shares		(114,683	)		(122,571	)
Total shareholders’ equity		2,940,095			2,834,281
Total liabilities and shareholders’ equity	$	25,524,604		$	24,902,347

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FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

Period End Loans by Product Type

(Unaudited)	As of December 31, 2015
(In thousands)	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,793,408		$	240,145		$	35,466		$	6,069,019
CRE		2,077,344			430,891			87,774			2,596,009
Construction		645,337			6,113			5,869			657,319
Leases		491,741			—			—			491,741
Total Commercial		9,007,830			677,149			129,109			9,814,088
Mortgage		689,045			324,008			35,568			1,048,621
Installment		2,990,349			573,372			2,077			3,565,798
Home equity		1,248,438			168,542			38,668			1,455,648
Credit card		182,843			—			—			182,843
Total Consumer		5,110,675			1,065,922			76,313			6,252,910
Subtotal		14,118,505			1,743,071			205,422			16,066,998
Loss share receivable		—			—			9,947			9,947
Total loans		14,118,505			1,743,071			215,369			16,076,945
Allowance for loan losses		(105,135	)		(3,877	)		(44,679	)		(153,691	)
Net loans	$	14,013,370		$	1,739,194		$	170,690		$	15,923,254
	As of September 30, 2015
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,521,955		$	274,552		$	38,787		$	5,835,294
CRE		2,089,533			497,690			94,531			2,681,754
Construction		619,569			6,172			5,859			631,600
Leases		461,642			—			—			461,642
Total Commercial		8,692,699			778,414			139,177			9,610,290
Mortgage		673,591			341,278			36,362			1,051,231
Installment		2,899,559			611,061			2,156			3,512,776
Home equity		1,212,084			184,211			47,370			1,443,665
Credit card		170,392			—			—			170,392
Total Consumer		4,955,626			1,136,550			85,888			6,178,064
Subtotal		13,648,325			1,914,964			225,065			15,788,354
Loss share receivable		—			—			10,926			10,926
Total loans		13,648,325			1,914,964			235,991			15,799,280
Allowance for loan losses		(104,055	)		(4,199	)		(45,196	)		(153,450	)
Net loans	$	13,544,270		$	1,910,765		$	190,795		$	15,645,830
	As of June 30, 2015
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,471,363		$	337,423		$	38,138		$	5,846,924
CRE		2,138,373			533,945			101,808			2,774,126
Construction		586,894			6,230			5,875			598,999
Leases		436,702			—			—			436,702
Total Commercial		8,633,332			877,598			145,821			9,656,751
Mortgage		653,143			358,559			38,029			1,049,731
Installment		2,720,059			659,348			2,299			3,381,706
Home equity		1,180,802			200,179			55,545			1,436,526
Credit card		168,576			—			—			168,576
Total Consumer		4,722,580			1,218,086			95,873			6,036,539
Subtotal		13,355,912			2,095,684			241,694			15,693,290
Loss share receivable		—			—			11,820			11,820
Total loans		13,355,912			2,095,684			253,514			15,705,110
Allowance for loan losses		(101,682	)		(4,950	)		(41,627	)		(148,259	)
Net loans	$	13,254,230		$	2,090,734		$	211,887		$	15,556,851

13

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

	As of March 31, 2015
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,317,897		$	420,810		$	42,814		$	5,781,521
CRE		2,133,017			584,072			127,908			2,844,997
Construction		580,978			6,288			8,825			596,091
Leases		388,873			—			—			388,873
Total Commercial		8,420,765			1,011,170			179,547			9,611,482
Mortgage		639,980			378,192			40,470			1,058,642
Installment		2,500,288			717,693			4,781			3,222,762
Home equity		1,134,238			217,824			65,170			1,417,232
Credit card		160,766			—			—			160,766
Total Consumer		4,435,272			1,313,709			110,421			5,859,402
Subtotal		12,856,037			2,324,879			289,968			15,470,884
Loss share receivable		—			—			20,005			20,005
Total loans		12,856,037			2,324,879			309,973			15,490,889
Allowance for loan losses		(97,545	)		(7,493	)		(41,514	)		(146,552	)
Net loans	$	12,758,492		$	2,317,386		$	268,459		$	15,344,337
	As of December 31, 2014
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,175,201		$	449,254		$	48,837		$	5,673,292
CRE		2,117,118			630,674			153,508			2,901,300
Construction		537,766			6,971			9,262			553,999
Leases		370,179			—			—			370,179
Total Commercial		8,200,264			1,086,899			211,607			9,498,770
Mortgage		625,283			394,484			41,276			1,061,043
Installment		2,393,451			764,168			4,874			3,162,493
Home equity		1,110,336			233,629			73,365			1,417,330
Credit card		164,478			—			—			164,478
Total Consumer		4,293,548			1,392,281			119,515			5,805,344
Subtotal		12,493,812			2,479,180			331,122			15,304,114
Loss share receivable		—			—			22,033			22,033
Total loans		12,493,812			2,479,180			353,155			15,326,147
Allowance for loan losses		(95,696	)		(7,457	)		(40,496	)		(143,649	)
Net loans	$	12,398,116		$	2,471,723		$	312,659		$	15,182,498

(1) Loans assumed from Citizens. No allowance was brought forward on the date of acquisition in accordance with business combination accounting.

(2) Loans acquired in an FDIC-assisted transaction. Certain non-single family loss share agreements with the FDIC expired at March 31, 2015 and June 30, 2015. As of December 31, 2015, $76.3 million of FDIC acquired loans remained covered by single family loss share agreements, providing considerable protection against credit risk.

14

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

AVERAGE CONSOLIDATED BALANCE SHEETS

	Three Months Ended
(Unaudited)	December 31,			September 30,			June 30,			March 31,			December 31,
(In thousands)	2015			2015			2015			2015			2014
ASSETS
Cash and cash equivalents	$	415,756		$	457,317		$	518,820		$	563,265		$	500,559
Investment securities:
Held-to-maturity		2,713,636			2,754,001			2,806,325			2,874,169			2,966,127
Available-for-sale		3,959,051			3,881,959			3,816,827			3,645,057			3,499,528
Other investments		148,176			147,961			148,577			148,532			148,636
Loans held for sale		5,028			4,929			3,631			5,478			16,708
Loans		15,921,740			15,760,127			15,577,361			15,427,181			15,289,890
Allowance for loan losses		(151,192	)		(147,136	)		(146,558	)		(144,363	)		(138,540	)
Net loans		15,770,548			15,612,991			15,430,803			15,282,818			15,151,350
Total earning assets		22,747,631			22,548,977			22,352,721			22,100,417			21,920,889
Premises and equipment, net		312,771			313,336			320,492			322,431			321,187
Accrued interest receivable and other assets		2,045,980			2,045,362			2,084,384			2,063,344			2,060,892
TOTAL ASSETS	$	25,370,946		$	25,217,856		$	25,129,859		$	24,905,094		$	24,664,987
LIABILITIES
Deposits:
Noninterest-bearing	$	5,982,186		$	5,897,768		$	5,722,240		$	5,728,763		$	5,706,631
Interest-bearing		3,352,908			3,353,541			3,203,836			3,209,285			3,021,188
Savings and money market accounts		8,408,703			8,480,682			8,467,845			8,542,154			8,381,548
Certificates and other time deposits		2,258,996			2,225,595			2,288,741			2,308,723			2,341,280
Total deposits		20,002,793			19,957,586			19,682,662			19,788,925			19,450,647
Federal funds purchased and securities sold under agreements to repurchase		1,131,659			1,109,924			1,285,920			1,024,863			1,241,948
Wholesale borrowings		402,679			377,594			393,379			350,991			450,587
Long-term debt		508,954			497,566			508,744			505,275			350,535
Total funds		22,046,085			21,942,670			21,870,705			21,670,054			21,493,717
Accrued taxes, expenses and other liabilities		381,593			365,526			366,722			368,678			321,652
Total liabilities		22,427,678			22,308,196			22,237,427			22,038,732			21,815,369
SHAREHOLDERS’ EQUITY
Preferred stock		100,000			100,000			100,000			100,000			100,000
Common stock warrant		—			—			1,385			3,000			3,000
Common stock		127,937			127,937			127,937			127,937			127,937
Capital surplus		1,383,777			1,380,622			1,382,717			1,393,682			1,391,189
Accumulated other comprehensive loss		(60,821	)		(63,402	)		(51,571	)		(58,025	)		(38,827	)
Retained earnings		1,507,069			1,479,181			1,447,195			1,422,067			1,388,661
Treasury stock		(114,694	)		(114,678	)		(115,231	)		(122,299	)		(122,342	)
Total shareholders’ equity		2,943,268			2,909,660			2,892,432			2,866,362			2,849,618
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	25,370,946		$	25,217,856		$	25,129,859		$	24,905,094		$	24,664,987

15

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

Average Loans by Product Type

(Unaudited)

(In thousands)	Three Months Ended December 31, 2015
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,640,987		$	263,937		$	36,903		$	5,941,827
CRE		2,090,700			463,379			91,944			2,646,023
Construction		628,139			6,143			5,858			640,140
Leases		461,798			—			—			461,798
Total Commercial		8,821,624			733,459			134,705			9,689,788
Mortgage		682,185			331,283			35,919			1,049,387
Installment		2,950,953			590,352			2,108			3,543,413
Home equity		1,232,035			175,827			43,514			1,451,376
Credit card		177,113			—			—			177,113
Total Consumer		5,042,286			1,097,462			81,541			6,221,289
Subtotal		13,863,910			1,830,921			216,246			15,911,077
Loss share receivable		—			—			10,663			10,663
Total loans		13,863,910			1,830,921			226,909			15,921,740
Allowance for loan losses		(102,524	)		(2,750	)		(45,918	)		(151,192	)
Net loans	$	13,761,386		$	1,828,171		$	180,991		$	15,770,548
	Three Months Ended September 30, 2015
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,503,191		$	291,727		$	38,332		$	5,833,250
CRE		2,139,943			516,945			96,739			2,753,627
Construction		599,652			6,200			5,916			611,768
Leases		441,513			—			—			441,513
Total Commercial		8,684,299			814,872			140,987			9,640,158
Mortgage		662,909			348,863			36,809			1,048,581
Installment		2,817,221			632,789			2,227			3,452,237
Home equity		1,194,165			190,947			51,994			1,437,106
Credit card		169,674			—			—			169,674
Total Consumer		4,843,969			1,172,599			91,030			6,107,598
Subtotal		13,528,268			1,987,471			232,017			15,747,756
Loss share receivable		—			—			12,371			12,371
Total loans		13,528,268			1,987,471			244,388			15,760,127
Allowance for loan losses		(102,153	)		(4,143	)		(40,840	)		(147,136	)
Net loans	$	13,426,115		$	1,983,328		$	203,548		$	15,612,991
	Three Months Ended June 30, 2015
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,362,893		$	376,541		$	42,100		$	5,781,534
CRE		2,156,511			554,681			112,035			2,823,227
Construction		579,249			6,258			8,082			593,589
Leases		408,384			—			—			408,384
Total Commercial		8,507,037			937,480			162,217			9,606,734
Mortgage		647,418			367,871			39,438			1,054,727
Installment		2,618,297			688,465			3,823			3,310,585
Home equity		1,156,019			209,185			59,556			1,424,760
Credit card		164,201			—			—			164,201
Total Consumer		4,585,935			1,265,521			102,817			5,954,273
Subtotal		13,092,972			2,203,001			265,034			15,561,007
Loss share receivable		—			—			16,354			16,354
Total loans		13,092,972			2,203,001			281,388			15,577,361
Allowance for loan losses		(98,529	)		(7,434	)		(40,595	)		(146,558	)
Net loans	$	12,994,443		$	2,195,567		$	240,793		$	15,430,803

16

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

	Three Months Ended March 31, 2015
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,281,194		$	440,103		$	45,307		$	5,766,604
CRE		2,141,764			606,652			142,101			2,890,517
Construction		556,943			6,846			9,013			572,802
Leases		368,025			—			—			368,025
Total Commercial		8,347,926			1,053,601			196,421			9,597,948
Mortgage		631,761			386,033			40,800			1,058,594
Installment		2,424,956			742,095			4,822			3,171,873
Home equity		1,122,988			224,444			69,668			1,417,100
Credit card		162,160			—			—			162,160
Total Consumer		4,341,865			1,352,572			115,290			5,809,727
Subtotal		12,689,791			2,406,173			311,711			15,407,675
Loss share receivable		—			—			19,506			19,506
Total loans		12,689,791			2,406,173			331,217			15,427,181
Allowance for loan losses		(95,952	)		(8,287	)		(40,124	)		(144,363	)
Net loans	$	12,593,839		$	2,397,886		$	291,093		$	15,282,818
	Three Months Ended December 31, 2014
	Originated Loans			Acquired Loans (1)			FDIC Acquired Loans (2)			Total Loans
C&I	$	5,112,469		$	491,419		$	49,902		$	5,653,790
CRE		2,131,879			672,099			172,327			2,976,305
Construction		490,533			7,018			9,302			506,853
Leases		351,222			—			—			351,222
Total Commercial		8,086,103			1,170,536			231,531			9,488,170
Mortgage		617,803			401,173			42,409			1,061,385
Installment		2,353,599			785,035			4,944			3,143,578
Home equity		1,087,123			242,878			78,361			1,408,362
Credit card		161,543			—			—			161,543
Total Consumer		4,220,068			1,429,086			125,714			5,774,868
Subtotal		12,306,171			2,599,622			357,245			15,263,038
Loss share receivable		—			—			26,852			26,852
Total loans		12,306,171			2,599,622			384,097			15,289,890
Allowance for loan losses		(91,178	)		(6,203	)		(41,159	)		(138,540	)
Net loans	$	12,214,993		$	2,593,419		$	342,938		$	15,151,350

(1) Loans assumed from Citizens. No allowance was brought forward on the date of acquisition in accordance with business combination accounting.

(2) Loans acquired in an FDIC-assisted transaction. Includes non-single family loans for which the loss share agreement expired on March 31, 2015 and June 30, 2015.

17

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDARIES

AVERAGE CONSOLIDATED BALANCE SHEETS

Fully Tax-equivalent Interest Rates and Interest Differential

	Three months ended								Three months ended								Three months ended
	December 31, 2015								September 30, 2015								December 31, 2014
(Unaudited)	Average					Average			Average					Average			Average					Average
(Dollars in thousands)	Balance			Interest (1)		Rate			Balance			Interest (1)		Rate			Balance			Interest (1)		Rate
ASSETS
Cash and cash equivalents	$	415,756							$	457,317							$	500,559
Investment securities and federal funds sold:
U.S. treasury securities and U.S. government agency obligations (taxable)		5,456,888		$	27,744		2.02	%		5,474,222		$	27,507		1.99	%		5,257,657		$	26,803		2.02	%
Obligations of states and political subdivisions (tax exempt)		768,288			8,349		4.31	%		737,323			8,245		4.44	%		767,026			8,636		4.47	%
Other securities and federal funds sold		595,687			5,300		3.53	%		572,376			5,134		3.56	%		589,608			5,213		3.51	%
Total investment securities and federal funds sold		6,820,863			41,393		2.41	%		6,783,921			40,886		2.39	%		6,614,291			40,652		2.44	%
Loans held for sale		5,028			59		4.66	%		4,929			66		5.31	%		16,708			145		3.44	%
Loans, including loss share receivable (2)		15,921,740			162,865		4.06	%		15,760,127			162,903		4.10	%		15,289,890			169,302		4.39	%
Total earning assets		22,747,631		$	204,317		3.56	%		22,548,977		$	203,855		3.59	%		21,920,889		$	210,099		3.80	%
Total allowance for loan losses		(151,192	)							(147,136	)							(138,540	)
Other assets		2,358,751								2,358,698								2,382,079
Total assets	$	25,370,946							$	25,217,856							$	24,664,987
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	5,982,186		$	—		—	%	$	5,897,768		$	—		—	%	$	5,706,631		$	—		—	%
Interest-bearing		3,352,908			754		0.09	%		3,353,541			750		0.09	%		3,021,188			727		0.10	%
Savings and money market accounts		8,408,703			5,611		0.26	%		8,480,682			5,639		0.26	%		8,381,548			5,496		0.26	%
Certificates and other time deposits		2,258,996			3,378		0.59	%		2,225,595			2,757		0.49	%		2,341,280			2,525		0.43	%
Total deposits		20,002,793			9,743		0.19	%		19,957,586			9,146		0.18	%		19,450,647			8,748		0.18	%
Securities sold under agreements to repurchase		1,131,659			300		0.11	%		1,109,924			254		0.09	%		1,241,948			294		0.09	%
Wholesale borrowings		402,679			1,202		1.18	%		377,594			1,171		1.23	%		450,587			1,292		1.14	%
Long-term debt		508,954			4,093		3.19	%		497,566			4,165		3.32	%		350,535			3,256		3.69	%
Total interest-bearing liabilities		16,063,899			15,338		0.38	%		16,044,902			14,736		0.36	%		15,787,086			13,590		0.34	%
Other liabilities		381,593								365,526								321,652
Shareholders’ equity		2,943,268								2,909,660								2,849,618
Total liabilities and shareholders’ equity	$	25,370,946							$	25,217,856							$	24,664,987
Net yield on earning assets	$	22,747,631		$	188,979		3.30	%	$	22,548,977		$	189,119		3.33	%	$	21,920,889		$	196,509		3.56	%
Interest rate spread							3.18	%							3.23	%							3.46	%

(1) The net yield on earning assets is calculated as annualized taxable-equivalent net interest income divided by average earning assets. The interest income earned on certain earning assets is completely or partially exempt from federal and/or state income taxes. As such, these tax-exempt securities typically yield lower returns than taxable securities. To provide more meaningful comparisons of net interest margins for all earning assets, net interest income on a taxable-equivalent basis is used in calculating net interest margin by increasing the interest earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. This adjustment is not permitted under U.S. generally accepted accounting principles in the Consolidated Statements of Income. The taxable-equivalent adjustments to net interest income were $3.7 million, $3.8 million, and $4.0 million for the three months ended December 31, 2015, September 30, 2015, and December 31, 2014, respectively.

(2) Nonaccrual loans have been included in the average balances.

18

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDARIES

AVERAGE CONSOLIDATED BALANCE SHEETS

Fully Tax-equivalent Interest Rates and Interest Differential

	Year Ended								Year Ended
	December 31, 2015								December 31, 2014
(Unaudited)	Average					Average			Average					Average
(Dollars in thousands)	Balance			Interest (1)		Rate			Balance			Interest (1)		Rate
ASSETS
Cash and cash equivalents	$	488,299							$	659,072
Investment securities and federal funds sold:
U.S. treasury securities and U.S. government agency obligations (taxable)		5,428,832		$	109,109		2.01	%		5,247,620		$	105,966		2.02	%
Obligations of states and political subdivisions (tax exempt)		740,942			34,184		4.61	%		762,864			34,736		4.55	%
Other securities and federal funds sold		591,776			20,700		3.50	%		588,123			22,398		3.81	%
Total investment securities and federal funds sold		6,761,550			163,993		2.43	%		6,598,607			163,100		2.47	%
Loans held for sale		4,766			228		4.78	%		12,825			447		3.49	%
Loans, including loss share receivable (2)		15,673,200			650,671		4.15	%		14,891,315			685,058		4.60	%
Total earning assets		22,439,516		$	814,892		3.63	%		21,502,747		$	848,605		3.95	%
Total allowance for loan losses		(147,330	)							(140,953	)
Other assets		2,375,307								2,397,345
Total assets	$	25,155,792							$	24,418,211
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	5,833,611		$	—		—	%	$	5,579,237		$	—		—	%
Interest-bearing		3,280,488			3,054		0.09	%		3,058,609			2,963		0.10	%
Savings and money market accounts		8,474,496			22,385		0.26	%		8,537,371			22,101		0.26	%
Certificates and other time deposits		2,270,255			10,822		0.48	%		2,353,218			10,844		0.46	%
Total deposits		19,858,850			36,261		0.18	%		19,528,435			35,908		0.18	%
Securities sold under agreements to repurchase		1,138,307			1,126		0.10	%		1,084,532			991		0.09	%
Wholesale borrowings		381,293			4,662		1.22	%		385,392			5,210		1.35	%
Long-term debt		504,185			16,173		3.21	%		329,991			14,821		4.49	%
Total interest-bearing liabilities		16,049,024			58,222		0.36	%		15,749,113			56,930		0.36	%
Other liabilities		369,997								299,722
Shareholders’ equity		2,903,160								2,790,139
Total liabilities and shareholders’ equity	$	25,155,792							$	24,418,211
Net yield on earning assets	$	22,439,516		$	756,670		3.37	%	$	21,502,747		$	791,675		3.68	%
Interest rate spread							3.27	%							3.59	%

⁽¹⁾ The net yield on earning assets is calculated as annualized taxable-equivalent net interest income divided by average earning assets. The interest income earned on certain earning assets is completely or partially exempt from federal and/or state income taxes. As such, these tax-exempt securities typically yield lower returns than taxable securities. To provide more meaningful comparisons of net interest margins for all earning assets, net interest income on a taxable-equivalent basis is used in calculating net interest margin by increasing the interest earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. This adjustment is not permitted under generally accepted accounting principles in the Consolidated Statements of Income. The taxable-equivalent adjustments to net interest income were $15.4 million and $16.1 million for the year ended December 31, 2015 and 2014, respectively.

⁽²⁾  Nonaccrual loans have been included in the average balances.

19

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Quarters Ended					Years Ended
(Unaudited)	December 31,					December 31,
(In thousands, except per share amounts)	2015			2014		2015		2014
Interest income:
Loans and loans held for sale	$	162,168		$	168,650	$	647,783	$	682,328
Investment securities:
Taxable		33,043			32,016		129,809		128,363
Tax-exempt		5,358			5,435		21,925		21,807
Total investment securities interest		38,401			37,451		151,734		150,170
Total interest income		200,569			206,101		799,517		832,498
Interest expense:
Deposits:
Interest-bearing		754			727		3,054		2,963
Savings and money market accounts		5,611			5,496		22,385		22,101
Certificates and other time deposits		3,378			2,525		10,822		10,844
Federal funds purchased and securities sold under agreements to repurchase		300			294		1,126		991
Wholesale borrowings		1,202			1,292		4,662		5,210
Long-term debt		4,093			3,256		16,173		14,821
Total interest expense		15,338			13,590		58,222		56,930
Net interest income		185,231			192,511		741,295		775,568
Provision for loan losses		13,611			13,297		45,100		52,279
Net interest income after provision for loan losses		171,620			179,214		696,195		723,289
Noninterest income:
Trust department income		10,208			9,831		42,125		39,949
Service charges on deposits		16,793			17,597		66,460		71,457
Credit card fees		13,931			13,305		54,643		52,666
ATM and other service fees		6,626			6,181		25,588		24,179
Bank owned life insurance income		3,836			7,337		15,747		19,177
Investment services and insurance		3,816			4,171		15,423		15,145
Investment securities gains/(losses), net		(5	)		16		957		166
Loan sales and servicing income		2,276			3,112		9,566		16,044
Other operating income		7,662			10,410		38,489		42,741
Total noninterest income		65,143			71,960		268,998		281,524
Noninterest expenses:
Salaries, wages, pension and employee benefits		86,490			89,899		348,808		358,970
Net occupancy expense		12,716			14,188		55,937		59,436
Equipment expense		12,074			12,133		47,926		48,499
Stationery, supplies and postage		3,222			3,767		13,424		15,587
Bankcard, loan processing and other costs		11,146			11,830		47,081		45,625
Professional services		5,056			6,440		19,578		21,813
Amortization of intangibles		2,598			2,933		10,392		11,735
FDIC insurance expense		5,252			5,989		20,730		20,481
Other operating expense		17,068			17,862		74,814		82,773
Total noninterest expenses		155,622			165,041		638,690		664,919
Income before income tax expense		81,141			86,133		326,503		339,894
Income tax expense		24,392			25,054		97,019		101,943
Net income	$	56,749		$	61,079	$	229,484	$	237,951
Less: Net income allocated to participating shareholders		453			496		1,836		1,930
Preferred stock dividends		1,469			1,469		5,876		5,876
Net income attributable to common shareholders	$	54,827		$	59,114	$	221,772	$	230,145
Net income used in diluted EPS calculation	$	54,827		$	59,114	$	221,772	$	230,145
Weighted average number of common shares outstanding - basic		165,762			165,395		165,669		165,296
Weighted average number of common shares outstanding - diluted		166,222			165,974		166,127		166,054
Basic earnings per common share	$	0.33		$	0.36	$	1.34	$	1.39
Diluted earnings per common share		0.33			0.36		1.33		1.39
Cash dividends per common share		0.17			0.16		0.66		0.64

20

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)	Quarter Ended									Year Ended
(In thousands)	December 31, 2015									December 31, 2015
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net Income	$	81,141		$	24,392		$	56,749		$	326,503		$	97,019		$	229,484
Other comprehensive income/(loss)
Unrealized gains and losses on securities available for sale:
Changes in unrealized securities’ holding gains/(losses)		(51,008	)		(22,144	)		(28,864	)		(19,842	)		(11,253	)		(8,589	)
Changes in unrealized securities’ holding gains/(losses) that result from securities being transferred from available-for-sale into held-to-maturity		(1,111	)		(403	)		(708	)		(3,456	)		(1,254	)		(2,202	)
Net losses/(gains) realized on sale of securities reclassified to noninterest income		5			2			3			(957	)		(348	)		(609	)
Net change in unrealized gains/(losses) on securities available for sale		(52,114	)		(22,545	)		(29,569	)		(24,255	)		(12,855	)		(11,400	)
Pension plans and other postretirement benefits:
Net gains/(losses) arising during the period		116			42			74			116			42			74
Amortization of actuarial gain		1,138			413			725			4,552			1,652			2,900
Amortization of prior service cost reclassified to other noninterest expense		410			149			261			1,640			596			1,044
Net change from defined benefit pension plans		1,664			604			1,060			6,308			2,290			4,018
Total other comprehensive gains/(losses)		(50,450	)		(21,941	)		(28,509	)		(17,947	)		(10,565	)		(7,382	)
Comprehensive income	$	30,691		$	2,451		$	28,240		$	308,556		$	86,454		$	222,102

	Quarter Ended									Year Ended
	December 31, 2014									December 31, 2014
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net Income	$	86,133		$	25,054		$	61,079		$	339,894		$	101,943		$	237,951
Other comprehensive income/(loss)
Unrealized gains and losses on securities available for sale:
Changes in unrealized securities’ holding gains/(losses)		14,571			5,100			9,471			38,864			13,602			25,262
Changes in unrealized securities’ holding gains/(losses) that result from securities being transferred from available-for-sale into held-to-maturity		(606	)		(210	)		(396	)		(2,157	)		(753	)		(1,404	)
Net losses/(gains) realized on sale of securities reclassified to noninterest income		(16	)		(6	)		(10	)		(166	)		(58	)		(108	)
Net change in unrealized gains/(losses) on securities available for sale		13,949			4,884			9,065			36,541			12,791			23,750
Pension plans and other postretirement benefits:
Net gains/(losses) arising during the period		(49,552	)		(17,342	)		(32,210	)		(49,552	)		(17,344	)		(32,208	)
Amortization of actuarial gain		767			268			499			3,166			1,108			2,058
Amortization of prior service cost reclassified to other noninterest expense		517			180			337			2,131			747			1,384
Net change from defined benefit pension plans		(48,268	)		(16,894	)		(31,374	)		(44,255	)		(15,489	)		(28,766	)
Total other comprehensive gains/(losses)		(34,319	)		(12,010	)		(22,309	)		(7,714	)		(2,698	)		(5,016	)
Comprehensive income	$	51,814		$	13,044		$	38,770		$	332,180		$	99,245		$	232,935

21

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME—LINKED QUARTERS

	Quarterly Results
(In thousands, except per share amounts)	2015			2015		2015		2015		2014
(Unaudited)	4th qtr			3rd qtr		2nd qtr		1st qtr		4th qtr
Interest Income:
Loans and loans held for sale	$	162,168		$	162,204	$	161,872	$	161,539	$	168,650
Investment securities		38,401			37,855		37,502		37,976		37,451
Total interest income		200,569			200,059		199,374		199,515		206,101
Interest expense:
Deposits:
Interest-bearing		754			750		783		767		727
Savings and money market accounts		5,611			5,639		5,588		5,547		5,496
Certificates and other time deposits		3,378			2,757		2,510		2,177		2,525
Federal funds purchased and securities sold under agreements to repurchase		300			254		329		243		294
Wholesale borrowings		1,202			1,171		1,129		1,160		1,292
Long-term debt		4,093			4,165		3,917		3,998		3,256
Total interest expense		15,338			14,736		14,256		13,892		13,590
Net interest income		185,231			185,323		185,118		185,623		192,511
Provision for loan losses		13,611			14,275		8,966		8,248		13,297
Net interest income after provision for loan losses		171,620			171,048		176,152		177,375		179,214
Noninterest income:
Trust department income		10,208			10,948		10,820		10,149		9,831
Service charges on deposits		16,793			17,295		16,704		15,668		17,597
Credit card fees		13,931			13,939		14,124		12,649		13,305
ATM and other service fees		6,626			6,518		6,345		6,099		6,181
Bank owned life insurance income		3,836			4,622		3,697		3,592		7,337
Investment services and insurance		3,816			4,032		3,871		3,704		4,171
Investment securities gains/(losses), net		(5	)		41		567		354		16
Loan sales and servicing income		2,276			2,414		3,276		1,600		3,112
Other operating income		7,662			11,617		7,178		12,032		10,410
Total noninterest income		65,143			71,426		66,582		65,847		71,960
Noninterest expenses:
Salaries, wages, pension and employee benefits		86,490			85,772		86,020		90,526		89,899
Net occupancy expense		12,716			13,540		13,727		15,954		14,188
Equipment expense		12,074			12,235		12,592		11,025		12,133
Stationery, supplies and postage		3,222			3,304		3,370		3,528		3,767
Bankcard, loan processing and other costs		11,146			12,335		12,461		11,139		11,830
Professional services		5,056			5,154		5,358		4,010		6,440
Amortization of intangibles		2,598			2,598		2,598		2,598		2,933
FDIC insurance expense		5,252			5,234		5,077		5,167		5,989
Other operating expense		17,068			20,570		20,471		16,705		17,862
Total noninterest expenses		155,622			160,742		161,674		160,652		165,041
Income before income tax expense		81,141			81,732		81,060		82,570		86,133
Income tax expense		24,392			22,720		24,476		25,431		25,054
Net income		56,749			59,012		56,584		57,139		61,079
Less: Net income allocated to participating shareholders		453			477		467		407		496
Preferred stock dividends		1,469			1,469		1,469		1,469		1,469
Net income attributable to common shareholders	$	54,827		$	57,066	$	54,648	$	55,263	$	59,114
Net income used in diluted EPS calculation	$	54,827		$	57,066	$	54,648	$	55,263	$	59,114
Weighted-average number of common shares outstanding - basic		165,762			165,762		165,736		165,411		165,395
Weighted-average number of common shares outstanding- diluted		166,222			166,058		166,277		166,003		165,974
Basic earnings per common share	$	0.33		$	0.34	$	0.33	$	0.33	$	0.36
Diluted earnings per common share	$	0.33		$	0.34	$	0.33	$	0.33	$	0.36
Cash dividends per common share	$	0.17		$	0.17	$	0.16	$	0.16	$	0.16

22

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

NONINTEREST INCOME AND NONINTEREST EXPENSE DETAIL

(Unaudited)
(In thousands)
	2015			2015		2015		2015		2014
Noninterest income detail	4th qtr			3rd qtr		2nd qtr		1st qtr		4th qtr
Trust department income	$	10,208		$	10,948	$	10,820	$	10,149	$	9,831
Service charges on deposits		16,793			17,295		16,704		15,668		17,597
Credit card fees		13,931			13,939		14,124		12,649		13,305
ATM and other service fees		6,626			6,518		6,345		6,099		6,181
Bank owned life insurance income		3,836			4,622		3,697		3,592		7,337
Investment services and insurance		3,816			4,032		3,871		3,704		4,171
Investment securities gains/(losses), net		(5	)		41		567		354		16
Loan sales and servicing income		2,276			2,414		3,276		1,600		3,112
Other operating income		7,662			11,617		7,178		12,032		10,410
Total Noninterest Income	$	65,143		$	71,426	$	66,582	$	65,847	$	71,960
	2015			2015		2015		2015		2014
Noninterest expense detail	4th qtr			3rd qtr		2nd qtr		1st qtr		4th qtr
Salaries and wages	$	68,151		$	68,775	$	67,485	$	71,914	$	71,638
Pension and employee benefits		18,339			16,997		18,535		18,612		18,261
Net occupancy expense		12,716			13,540		13,727		15,954		14,188
Equipment expense		12,074			12,235		12,592		11,025		12,133
Taxes, other than federal income taxes		2,096			2,003		2,032		2,014		1,661
Stationery, supplies and postage		3,222			3,304		3,370		3,528		3,767
Bankcard, loan processing and other costs		11,146			12,335		12,461		11,139		11,830
Advertising		3,386			4,278		3,103		2,747		3,586
Professional services		5,056			5,154		5,358		4,010		6,440
Telephone		2,530			2,480		2,599		2,574		2,779
Amortization of intangibles		2,598			2,598		2,598		2,598		2,933
FDIC insurance expense		5,252			5,234		5,077		5,167		5,989
Other operating expense		9,056			11,809		12,737		9,370		9,836
Total Noninterest Expense	$	155,622		$	160,742	$	161,674	$	160,652	$	165,041

23

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

ASSET QUALITY INFORMATION (excluding acquired loans, FDIC acquired loans, and covered OREO) ⁽¹⁾

	(Unaudited)															(Audited)
(Dollars in thousands)	Quarterly Periods															Annual Period
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,
Allowance for Credit Losses	2015			2015			2015			2015			2014			2014
Allowance for originated loan losses, beginning of period	$	104,055		$	101,682		$	97,545		$	95,696		$	90,883		$	96,484
Provision for originated loan losses		12,487			10,402			10,809			6,036			8,662			23,171
Charge-offs		15,514			13,398			11,298			8,567			9,205			44,923
Recoveries		4,107			5,369			4,626			4,380			5,356			20,964
Net charge-offs		11,407			8,029			6,672			4,187			3,849			23,959
Allowance for originated loan losses, end of period	$	105,135		$	104,055		$	101,682		$	97,545		$	95,696		$	95,696
Reserve for unfunded lending commitments, beginning of period	$	3,574		$	3,905		$	4,330		$	5,848		$	6,966		$	7,907
Provision for (relief of) credit losses		494			(331	)		(425	)		(1,518	)		(1,118	)		(2,059	)
Reserve for unfunded lending commitments, end of period	$	4,068		$	3,574		$	3,905		$	4,330		$	5,848		$	5,848
Allowance for Credit Losses	$	109,203		$	107,629		$	105,587		$	101,875		$	101,544		$	101,544
Ratios
Provision for loan losses to average loans		0.36	%		0.31	%		0.33	%		0.19	%		0.28	%		0.20	%
Net charge-offs to average loans		0.33	%		0.24	%		0.20	%		0.13	%		0.12	%		0.21	%
Allowance for loan losses to period-end loans		0.74	%		0.76	%		0.76	%		0.76	%		0.77	%		0.77	%
Allowance for credit losses to period-end loans		0.77	%		0.79	%		0.79	%		0.79	%		0.81	%		0.81	%
Allowance for loan losses to nonperforming loans		238.37	%		221.22	%		184.40	%		211.66	%		276.44	%		276.44	%
Allowance for credit losses to nonperforming loans		247.60	%		228.82	%		191.48	%		221.06	%		293.34	%		293.34	%
Asset Quality
Impaired originated loans:
Commercial loans	$	28,108		$	30,821		$	37,889		$	28,478		$	17,147		$	17,147
Consumer loans		15,997			16,215			17,253			17,607			17,470			17,470
Total nonperforming loans		44,105			47,036			55,142			46,085			34,617			34,617
Other real estate owned (“OREO”), noncovered (2)		50,393			60,022			62,169			22,521			20,421			20,421
Total nonperforming assets (“NPAs”) (2)	$	94,498		$	107,058		$	117,311		$	68,606		$	55,038		$	55,038
NPAs to period-end loans + noncovered OREO (2)		0.67	%		0.78	%		0.87	%		0.53	%		0.44	%		0.44	%
Accruing originated loans past due 90 days or more	$	8,022		$	9,888		$	8,009		$	7,914		$	12,156		$	12,156

(1) Due to the impact of business combination accounting and the protection afforded by FDIC loss sharing agreements, which provide considerable protection against credit risk, acquired loans and FDIC acquired loans, and covered OREO are excluded from this table to provide for improved comparability to prior periods and better perspective into asset quality trends. George Washington and Midwest non-single family loss share agreements with the FDIC expired at March 31, 2015 and June 30, 2015. As of December 31, 2015, $76.3 million of FDIC acquired loans remained covered by single family loss share agreements, providing considerable protection against credit risk.

(2) As of December 31, 2015, September 30, 2015, June 30, 2015, and March 31, 2015, $33.5 million, $40.0 million, $42.0 million, and $3.4 million, respectively, of OREO was no longer covered by FDIC loss share agreements, and therefore, was included in NPAs. OREO that remains covered by FDIC loss share agreements has considerable protection against credit risk and is not reported as NPAs.

24

FirstMerit Corporation Reports Fourth Quarter 2015 EPS Results

FIRSTMERIT CORPORATION AND SUBSIDIARIES

ALLOWANCE FOR ORIGINATED LOAN LOSSES - Net Charge-off Detail (excluding acquired and FDIC acquired loans) ⁽¹⁾

(Unaudited)	Quarters Ended						Years Ended
(Dollars in thousands)	December 31,						December 31,
	2015			2014			2015			2014
Allowance for originated loan losses - beginning of period	$	104,055		$	90,883		$	95,696		$	96,484
Loans charged off:
Commercial		6,532			445			15,270			12,701
Mortgage		237			547			1,443			2,031
Installment		5,866			4,949			19,546			17,932
Home equity		1,210			1,428			4,032			4,831
Credit cards		1,031			1,060			4,867			4,604
Leases		—			—			1,268			—
Overdrafts		638			776			2,352			2,824
Total		15,514			9,205			48,778			44,923
Recoveries:
Commercial		266			1,612			1,798			4,332
Mortgage		53			99			257			318
Installment		2,704			2,318			11,062			10,513
Home equity		590			713			2,606			2,940
Credit cards		339			456			1,395			1,716
Manufactured housing		5			9			31			87
Leases		50			5			787			379
Overdrafts		100			144			547			679
Total		4,107			5,356			18,483			20,964
Net charge-offs		11,407			3,849			30,295			23,959
Provision for originated loan losses		12,487			8,662			39,734			23,171
Allowance for originated loan losses-end of period	$	105,135		$	95,696		$	105,135		$	95,696
Average originated loans	$	13,863,910		$	12,306,171		$	13,297,594		$	11,421,426
Ratio (annualized) to average originated loans:
Originated net charge-offs		0.33	%		0.12	%		0.23	%		0.21	%
Provision for originated loan losses		0.36	%		0.28	%		0.30	%		0.20	%
Originated Loans, period-end	$	14,118,505		$	12,493,812		$	14,118,505		$	12,493,812
Allowance for credit losses:	$	109,203		$	101,544		$	109,203		$	101,544
To (annualized) net charge-offs		2.41			6.65			3.60			4.24
Allowance for originated loan losses:
To period-end originated loans		0.74	%		0.77	%		0.74	%		0.77	%
To (annualized) net originated charge-offs		2.32			6.27			3.47			3.99

(1) Due to the impact of business combination accounting and protection of FDIC loss sharing agreements, which provide considerable protection against credit risk, acquired and FDIC acquired loans are excluded from this table to provide for improved comparability to prior periods and better perspective into asset quality trends. George Washington and Midwest non-single family loss share agreements with the FDIC expired at March 31, 2015 and June 30, 2015, respectively. As of December 31, 2015, $76.3 million of FDIC acquired loans remained covered by single family loss share agreements, providing considerable protection against credit risk.

CONTACT INFORMATION

FirstMerit Corporation

Analyst:

Thomas O’Malley

Investor Relations Officer

Phone: 330.384.7109

Media Contact:

Robert Townsend

Media Relations Officer

Phone: 330.384.7075

25

EX-99.2

Fourth Quarter 2015 Supplemental Information

January

26, 2016

FIRSTMERIT

Corporation

Exhibit 99.2

2

Forward-Looking Statements Disclosure

This presentation may contain forward-looking statements relating to present or future trends or factors affecting the banking industry, and

specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the

Corporation, as well as its operations, markets and products. Actual results could differ materially from those indicated.  Among the

important factors that could cause results to differ materially are interest rate changes, continued softening in the economy, which could

materially impact credit quality trends and the ability to generate loans, changes in the mix of the Corporation's business, competitive

pressures, changes in accounting, tax or regulatory practices or requirements, and those risk factors detailed in the Corporation's periodic

reports filed with the Securities and Exchange Commission. The Corporation undertakes no obligation to release revisions to these forward-

looking statements or reflect events or circumstances after the date of this presentation.

These slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure

of

the

registrant's

historical

or

future

financial

performance,

financial

position

or

cash

flows

that

excludes

amounts,

or

is

subject

to

adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented

in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or

includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly

comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United

States.

Pursuant

to

the

requirements

of

Regulation

G,

FirstMerit

Corporation

has

provided

reconciliations

within

the

slides,

as

necessary,

of

the non-GAAP financial measure to the most directly comparable GAAP financial measure.

3

Q4 2015 Financial Highlights

Change 4Q 2015 vs.

Income Statement

(In thousands, except per share amounts)

2015

4th Qtr

2015

3rd Qtr

2014

4th Qtr

2015

3rd Qtr

2014

4th Qtr

Net interest income TE

$

188,979

$

189,119

$

196,509

(0.07)%

(3.83)

TE adjustment

3,748

3,796

3,998

(1.26)

(6.25)

Provision for originated loan losses

12,487

10,402

8,662

20.04

44.16

Provision/(recapture) for acquired loan losses

1,503

144

3,407

943.75

(55.88)

Provision/(recapture) for FDIC acquired loan

losses

(379

3,729

1,228

(110.16)

(130.86)

Noninterest income

65,143

71,426

71,960

(8.80)

(9.47)

Noninterest expense

155,622

160,742

165,041

(3.19)

(5.71)

Net income

56,749

59,012

61,079

(3.83)

(7.09)

Diluted EPS

0.33

0.34

0.36

(2.94)

(8.33)

Key Ratios

ROA

0.89

0.93%

0.98%

(4.31)%

(9.16)

ROTCE

11.04

11.69

12.52

(5.56)

(11.82)

Net interest margin TE

3.30

3.33

3.56

(0.90)

(7.30)

Efficiency ratio

60.22

60.71

60.39

(0.81)

(0.28)

Tangible common equity to assets

8.24

8.31

7.98

(0.84)

3.26

Net charge-offs to average loans

0.33

0.24

0.12

37.50

175.00

NPAs to loans and other real estate

0.67

0.78

0.44

(14.10)

52.27

1

Net interest income on a taxable-equivalent basis (TE) is a non-GAAP financial measure.  Refer to the Non-GAAP financial measures reconciliation for a reconciliation to GAAP financial measures.

Increased total loan portfolio QoQ

by 

$277.7 million, or an annualized 7%,

despite reduction in acquired loan

portfolios.

Lower volume in acquired portfolios and

lower yields on earning assets primary

drivers of QoQ

margin compression.

Noninterest income decreased 8.80%

QoQ.

*

Denial by the FDIC in the fourth quarter

of four disputed claims of $6.0 million

claimed on the final commercial loss

share certificate at June 30, 2015.

Noninterest expense decreased 3.19%

QoQ.

Favorable re-estimation of certain

repurchase reserve liabilities.

Highlights

1

1

%

%

%

Average Balance Sheet

Total Average Loans Increased $161.6 million

(dollars in millions)

Total Average Deposits Increased $45.2 million

(dollars in millions)

Originated loans

Acquired loans

FDIC acquired loans

Savings & money markets

Interest bearing

Noninterest bearing

CDs & time

4

Change 4Q 2015 vs.

QTD Average Balances

(Dollars in thousands)

2015

4th Qtr

2015

3rd Qtr

2014

4th Qtr

2015

3rd Qtr

2014

4th Qtr

Cash & securities

$

415,756

$

457,317

$

500,559

(9.09)%

(16.94)%

Investments

6,820,863

6,783,921

6,614,291

0.54

3.12

Loans held for sale

5,028

4,929

16,708

2.01

(70.03)

Originated loans

13,863,910

13,528,268

12,306,171

2.48

12.66

Acquired loans

1,830,921

1,987,471

2,599,622

(7.88)

(29.57)

FDIC acquired loans

226,909

244,388

384,097

(7.15)

(40.92)

Allowance for loan losses

(151,192)

(147,136)

(138,540)

2.76

9.13

Other Assets

2,358,751

2,358,698

2,382,079

—

(0.98)

Total Assets

$

25,370,946

$

25,217,856

$

24,664,987

0.61%

2.86%

Noninterest bearing deposits

5,982,186

5,897,768

5,706,631

1.43

4.83

Interest bearing deposits

3,352,908

3,353,541

3,021,188

(0.02)

10.98

Savings and money market accounts

8,408,703

8,480,682

8,381,548

(0.85)

0.32

Certificates and other time deposits

2,258,996

2,225,595

2,341,280

1.50

(3.51)

Securities sold under agreements to

repurchase

1,131,659

1,109,924

1,241,948

1.96

(8.88)

Wholesale borrowings

402,679

377,594

450,587

6.64

(10.63)

Long-term debt

508,954

497,566

350,535

2.29

45.19

Other Liabilities

381,593

365,526

321,652

4.40

18.64

Equity

2,943,268

2,909,660

2,849,618

1.16

3.29

Total Liabilities and Equity

$

25,370,946

$

25,217,856

$

24,664,987

0.61%

2.86%

5

Yield on Average Loans

Net Interest Income and Margin Trends

Cost on Interest-bearing Liabilities

Net interest income (TE) for the quarter of $189.0 million remained

fairly constant compared to the prior quarter, demonstrating that

we continue to offset the expected decline in the acquired and

FDIC acquired loan portfolios with organic loan growth.

Fourth quarter NIM (TE) was 3.30%, down 3 bps from prior

quarter. Expected runoff in in the acquired and FDIC acquired

portfolios and slightly lower yields on earning assets were the

primary drivers of margin compression.

Highlights

4.27%

4.19%

4.39%

4.10%

4.06%

Net Interest Income & Net Interest Margin Trend (TE)

(dollars in millions)

6

Changes in Net Interest Margin

Fourth quarter net interest margin (TE) was 3.30%, down 3 bps from prior quarter.

Acquired Loans

Purchase Discount

7

1  The outstanding balance of impaired and nonimpaired acquired loans at the Acquisition Date were $1.1 billion and $4.0 billion, respectively.  The outstanding balance represents

the undiscounted sum of all amounts, including principal, interest, fees and penalties, owed to the investor at the reporting date, whether or not currently due or charged-off.

1

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

As of

Acquisition Date:

April 12, 2013

Impaired acquired loans

Loan balance

$

341,003

$

392,278

$

424,188

$

464,372

$

506,500

$

946,465

Remaining loan mark

56,294

65,030

68,024

76,059

83,291

126,750

Recorded investment

284,709

327,248

356,164

388,313

423,209

819,715

Discount

16.51%

16.58%

16.04%

16.38%

16.44%

13.39%

Nonimpaired acquired loans

Loan balance

$

1,511,198

$

1,647,246

$

1,808,924

$

2,012,836

$

2,142,390

$

4,017,304

Remaining loan mark

56,797

65,115

73,279

82,011

92,210

220,015

Recorded investment

1,454,401

1,582,131

1,735,645

1,930,825

2,050,180

3,797,289

Discount

3.76%

3.95%

4.05%

4.07%

4.30%

5.48%

Total acquired loans

Loan balance

$

1,852,201

$

2,039,524

$

2,233,112

$

2,477,208

$

2,648,890

$

4,963,769

Remaining loan mark

113,091

130,145

141,303

158,070

175,501

346,765

Recorded investment

1,739,110

1,909,379

2,091,809

2,319,138

2,473,389

4,617,004

Discount

6.11%

6.38%

6.33%

6.38%

6.63%

6.99%

8

Acquired Loans

Nonimpaired Acquired Loans -

Purchase Discount

Nonimpaired Acquired Loans -

Allowance

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Beginning balance

$

65,115

$

73,279

$

83,493

$

94,543

$

107,538

Scheduled accretion

(4,400)

(4,937)

(5,756)

(6,955)

(7,395)

Pay-offs

(2,833)

(2,167)

(3,315)

(2,305)

(3,820)

Accelerated prepayments

(820)

(966)

(1,023)

(1,525)

(1,598)

Total Income

(8,053)

(8,070)

(10,094)

(10,785)

(12,813)

Charge offs

(265)

(94)

(120)

(265)

(182)

Ending balance

$

56,797

$

65,115

$

73,279

$

83,493

$

94,543

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Beginning balance

$

—

$

—

$

—

$

—

$

—

Charge offs

(2,956)

(2,878)

(2,774)

(3,436)

(3,249)

Recoveries

1,131

1,983

1,183

1,258

1,092

Provision for loan losses

1,825

895

1,591

2,178

2,157

Ending balance

$

—

$

—

$

—

$

—

$

—

Muni loans mark, classified as investments

............

$

858

$

923

$

1,002

$

1,483

$

2,333

Loans mark, classified as loans

..............................

55,939

64,192

72,277

82,010

92,210

Total mark on loans, above

.....................................

$

56,797

$

65,115

$

73,279

$

83,493

$

94,543

An allowance for nonimpaired acquired loans is estimated using a methodology similar to that used for originated loans.  The allowance determined for each nonimpaired acquired

loan is compared to the remaining fair value discount for that loan.  If the computed allowance is greater, the excess is added to the allowance through a provision for loan losses.  If

the computed allowance is less, no additional allowance is recognized.  Charge-offs and actual losses first reduce any remaining fair value discount for the loan and once the discount

is depleted, losses are applied against the allowance established for that loan.  Actual losses first reduce any remaining fair value discount for the loan.  Once the discount is fully

depleted, losses are applied against the allowance established for that loan. 

During the three months ended December 31, 2015, provision, equal to net charge-offs, of $1.8 million was recorded on nonimpaired acquired loans.  These charged-off loans were

mainly consumer loans that were written off in accordance with the Corporation's credit policies based on a predetermined number of days past due. As of December 31, 2015, the fair

value discount on acquired nonimpaired loans was greater than the required allowance, therefore, no allowance for acquired nonimpaired loan losses was recorded.

9

Acquired Loans

Impaired

Acquired

Loans

-

Accretable

Yield

and

Carrying

Amount

Impaired

Acquired

Loans

-

Allowance

The allowance for acquired impaired loans is determined by comparing the present value of the cash flows expected to be collected to the carrying amount for a given pool of loans. 

Management reforecasts the estimated cash flows expected to be collected on acquired impaired loans on a quarterly basis.  If the present value of expected cash flows for a pool is

less than its carrying value, impairment is recognized by an increase in the allowance and a charge to the provision for loan losses.  If the present value of expected cash flows for a

pool is greater than its carrying value, any previously established allowance is reversed and any remaining difference increases the accretable yield which will be taken into interest

income over the remaining life of the loan pool.

The first re-estimation of cash flows on the impaired loans since acquisition was completed in Q4 2013.   The re-estimation performed in Q4 2015 resulted in recapture of previous

impairment of $0.3 million.

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Beginning balance

$

4,199

$

4,950

$

7,493

$

7,457

$

6,206

Charge offs

—

—

—

—

—

Recoveries

—

—

—

—

—

Provision/(recapture) for loan losses

(322)

(751)

(2,543)

36

1,251

Ending balance

$

3,877

$

4,199

$

4,950

$

7,493

$

7,457

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

(Dollars in thousands)

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Beginning balance

$

104,287

$

327,248

$

112,031

$

356,164

$

118,756

$

388,313

$

119,450

$

423,209

$

126,424

$

479,050

Additions

—

—

—

—

—

—

—

—

—

—

Accretion

(9,329)

9,329

(9,924)

9,924

(10,285)

10,285

(11,218)

11,218

(11,834)

11,834

Net

Reclassifications

from

non-accretable

to

accretable

9,253

—

6,780

—

8,217

—

12,995

—

9,165

—

Payments, received, net

—

(51,868)

—

(38,840)

—

(42,434)

—

(46,114)

—

(67,675)

Disposals

(14,388)

—

(4,600)

—

(4,657)

—

(2,471)

—

(4,305)

—

Ending balance

$

89,823

$

284,709

$

104,287

$

327,248

$

112,031

$

356,164

$

118,756

$

388,313

$

119,450

$

423,209

10

FDIC Acquired Loans

Impaired FDIC Acquired Loans -

Accretable Yield and Carrying Amount

Impaired FDIC Acquired Loans  -

Allowance

Loss Share Receivable

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

(Dollars in thousands)

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Accretable

Yield

Carrying

Amount

Beginning balance

$

24,713

$

142,632

$

26,150

$

157,808

$

29,867

$

199,225

$

37,511

$

232,452

$

51,945

$

284,566

Accretion

(2,387)

2,387

(2,893)

2,893

(4,100)

4,100

(5,567)

5,567

(7,723)

7,723

Net Reclassifications from non-

accretable

to

accretable

953

—

1,785

—

2,136

—

(56)

—

(3,449)

—

Payments, received, net

—

(14,371)

—

(18,069)

—

(45,517)

—

(38,794)

—

(59,837)

Disposals

(371)

—

(329)

—

(1,753)

—

(2,021)

—

(3,262)

—

Ending balance

$

22,908

$

130,648

$

24,713

$

142,632

$

26,150

$

157,808

$

29,867

$

199,225

$

37,511

$

232,452

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Beginning balance

$

45,196

$

41,627

$

41,514

$

40,496

$

42,988

Net provision/(recapture)

(309)

3,986

928

4,225

313

Net (benefit)/recapture from FDIC loss share

(70)

(257)

(1,819)

(4,227)

915

Net provision/(recapture) for FDIC acquired loan

losses

(379)

3,729

(891)

(2)

1,228

Increase/(decrease) in loss share receivable

70

257

1,819

4,227

(915)

Loans charged

-off

(208)

(417)

(815)

(3,207)

(2,805)

Ending balance

$

44,679

$

45,196

$

41,627

$

41,514

$

40,496

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Beginning balance

$

10,926

$

11,820

$

20,005

$

22,033

$

30,746

Accretion

(385)

(384)

(1,185)

(2,187)

(3,963)

Net recapture of /(provision from) impairment

70

257

1,819

4,227

(915)

FDIC reimbursement

(390)

(679)

(8,713)

(4,013)

(4,507)

FDIC acquired loans paid in full

(274)

(88)

(106)

(55)

672

Ending balance

$

9,947

$

10,926

$

11,820

$

20,005

$

22,033

11

Nonperforming Asset Ratios

As of Q4 2015, Q3 2015, Q2 2015, and Q1 2015, $33.5 million, $40.0 million, $42.0

million, and $3.4 million, respectively, of OREO was no longer covered by FDIC loss share

agreements, and therefore, was included in NPAs. OREO that remains covered by FDIC

loss share agreements has considerable protection against credit risk and is not reported

as NPAs.

Asset Quality

Net Charge Offs & Provision for Loan Losses

(dollars in millions)

Highlights

Asset quality remains sound with low NPA levels and a robust

reserve to nonperforming loans level of 2.48 times. 

Originated provision for loan losses at $12.5 million exceeded net

charge offs this quarter by $1.1 million in support of continued

originated loan growth.

NPAs decreased $12.6 million, or 11.73%, over the prior quarter.

Allowance for Originated Loan Losses

(dollars in millions)

12

Noninterest Income

Change 4Q 2015 vs.

(Dollars in thousands)

2015

4th Qtr

2015

3rd Qtr

2014

4th Qtr

2015

3rd Qtr

2014

4th Qtr

Trust department income

$

10,208

$

10,948

$

9,831

(6.76)%

3.83%

Service charges on deposits

16,793

17,295

17,597

(2.90)

(4.57)

Credit card fees

13,931

13,939

13,305

(0.06)

4.70

ATM and other service fees

6,626

6,518

6,181

1.66

7.20

Bank owned life insurance income

3,836

4,622

7,337

(17.01)

(47.72)

Investment services and insurance

3,816

4,032

4,171

(5.36)

(8.51)

Investment securities gains/(losses), net

(5)

41

16

(112.20)

(131.25)

Loan sales and servicing income

2,276

2,414

3,112

(5.72)

(26.86)

Other operating income

7,662

11,617

10,410

(34.04)

(26.40)

Total noninterest income

$

65,143

$

71,426

$

71,960

(8.80)%

(9.47)

Noninterest income decreased $6.3 million, or

8.80%, QoQ.

Other operating income decreased $4.0

million QoQ.

Denial by the FDIC in the fourth quarter of

four disputed claims of $6.0 million

claimed on the final commercial loss

share certificate at June 30, 2015.

Highlights

Noninterest Income Trend

(dollars in millions)

%

13

Noninterest Expense

Change 4Q 2015 vs.

(Dollars in thousands)

2015

4th Qtr

2015

3rd Qtr

2014

4th Qtr

2015

3rd Qtr

2014

4th Qtr

Salaries and wages

$

68,151

$

68,775

$

71,638

(0.91)%

(4.87)%

Pension and employee benefits

18,339

16,997

18,261

7.90

0.43

Net occupancy expense

12,716

13,540

14,188

(6.09)

(10.37)

Equipment expense

12,074

12,235

12,133

(1.32)

(0.49)

Taxes, other than federal income taxes

2,096

2,003

1,661

4.64

26.19

Stationary, supplies and postage

3,222

3,304

3,767

(2.48)

(14.47)

Bankcard, loan processing and other costs

11,146

12,335

11,830

(9.64)

(5.78)

Advertising

3,386

4,278

3,586

(20.85)

(5.58)

Professional services

5,056

5,154

6,440

(1.90)

(21.49)

Telephone

2,530

2,480

2,779

2.02

(8.96)

Amortization of intangibles

2,598

2,598

2,933

—

(11.42)

FDIC expense

5,252

5,234

5,989

0.34

(12.31)

Other operating expenses

9,056

11,809

9,836

(23.31)

(7.93)

Total noninterest expense

$

155,622

$

160,742

$

165,041

(3.19)

(5.71)

Noninterest expense decreased $5.1 million,

or 3.19%, QoQ

Salaries and wages down year over year

due to fewer full time equivalent

employees.

Favorable re-estimation of certain

repurchase reserve liabilities.

The efficiency ratio remained fairly constant

QoQ

at 60.22%, compared to 60.71% in the

prior quarter.

Highlights

Noninterest Expense Trend

(dollars in millions)

%

%

14

$14.1 billion Originated Loan Portfolio

December

31, 2015

Change 4Q 2015

vs.

Period end balances

(Dollars in thousands)

2015

4th Qtr

2015

3rd Qtr

2014

4th Qtr

C&I

$

5,793,408

4.9%

11.9%

CRE

2,077,344

(0.6)

(1.9)

Construction

645,337

4.2

20.0

Leases

491,741

6.5

32.8

Total commercial

9,007,830

3.6%

9.8%

Mortgage

689,045

2.3

10.2

Installment

2,990,349

3.1

24.9

Home equity

1,248,438

3.0

12.4

Credit card

182,843

7.3

11.2

Total consumer

5,110,675

3.1%

19.0%

Total originated loan

portfolio

$

14,118,505

3.4%

13.0%

Diversified Originated Loan Portfolio

1

1 Excludes acquired and FDIC acquired loans.

15

Average Originated Commercial Loans

1

Commercial production showed continued growth. 

Composition of Average Originated CRE Loans

December

31, 2015

1 Excludes acquired and FDIC acquired loans.

Highlights

Average Originated Commercial Loans

(dollars in millions)

16

Average Originated Consumer Loans

1

The originated consumer loan portfolios showed

strong growth QoQ.  Total originated consumer loans

were up $198.3 million, or 4.09%, from the prior

quarter. 

Leading the growth was installment, up $133.7

million, or 4.75%, reflecting our continued success

in expanding the Citizens' indirect recreational

lending into our legacy markets and expanding our

indirect auto lending into Michigan and Wisconsin.

Home equity loans were up $37.9 million, or

3.17%, over the prior quarter. 

Although small, the card portfolio has showed

continued growth QoQ

of $7.4 million, or 4.38%,

as a result of consistent execution of our plan to

grow this high-quality portfolio across our new

customer base.

Average Originated Consumer Loans

(dollars in millions)

1 Excludes acquired and FDIC acquired loans.

Highlights

17

Investment Portfolio Summary

Investment Security Mix (Book Value $6.6 billion)

2015

4th Qtr

2015

3rd Qtr

2014

4th Qtr

Market value

$

6,624

$

6,652

$

6,421

Yield

2.32

2.31%

2.34%

Duration

3.34

3.35

4.25

Quarterly purchases

$

425

$

240

$

241

% Chg NII

Year 1

Year 2

Cumulative

+ 100 Bps

2.31%

5.01%

3.64%

+ 200 Bps

4.38

9.46

6.88

$ Chg NII

Year 1

Year 2

Cumulative

+ 100 Bps

$

17.0

$

35.9

$

52.9

+ 200 Bps

32.3

67.7

100.1

Interest Rate Sensitivity

(dollars in millions)

Portfolio Statistics

(dollars in millions)

18

Deposits

Average Deposits

December

31, 2015

Highlights

Continue to successfully execute on our core deposit

generation and retention strategy. 

Average

core

deposits

increased

$11.8

million

QoQ

and

were 88.71% of the total average deposit base.

Total deposits costs remain low at 19 bps. 

19

Capital Position

Highlights

Under Basel III, all regulatory capital ratios remained in

excess of well-capitalized limits.

Quarterly common stock dividend remained constant at

$0.17 per share.

1 See Reconciliation of Non-GAAP Measures.

2 The Basel III capital rules, effective January 1, 2015, replaced tier 1 common equity and the associated tier 1 common equity ratio with common equity tier 1 ("CET1") capital and the CET1 risk-based capital ratio. 

December

31, 2015 figures are preliminary and presented on a Basel III basis and reflect transitional capital requirements and phase-in provisions, including the standardized approach for calculating risk

weighted assets.

Common Stock Dividend Payout Ratio

Tangible Common Equity to Tangible Assets

Common Equity Tier 1

1,2

20

Reconciliation of Non-GAAP Measures: Tangible common equity and total assets 

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Shareholders’ equity (GAAP)

$

2,940,095

$

2,937,300

$

2,887,957

$

2,888,786

$

2,834,281

Less:

Preferred stock

100,000

100,000

100,000

100,000

100,000

Common shareholders' equity (non-GAAP)

2,840,095

2,837,300

2,787,957

2,788,786

2,734,281

Less:

Intangible assets

60,628

63,226

65,824

68,422

71,020

Goodwill

741,740

741,740

741,740

741,740

741,740

Tangible common equity (non-GAAP)

2,037,727

2,032,334

1,980,393

1,978,624

1,921,521

Total assets (GAAP)

$

25,524,604

$

25,246,917

$

25,297,014

$

25,118,120

$

24,902,347

Less:

Intangible assets

60,628

63,226

65,824

68,422

71,020

Goodwill

741,740

741,740

741,740

741,740

741,740

Tangible assets (non-GAAP)

$

24,722,236

$

24,441,951

$

24,489,450

$

24,307,958

$

24,089,587

Tangible common equity to tangible assets ratio (non-GAAP)

8.24

8.31

8.09

8.14

7.98

The table below presents computations of tangible common equity, tangible assets and the tangible common equity to tangible assets ratio, which

are all considered non-GAAP measures. The table below also reconciles the U.S. GAAP performance measures to the corresponding non-GAAP

measures. Management uses these non-GAAP financial measures to assess the quality of capital and believes that investors may find them useful

in their analysis of the Corporation. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not

audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical

tools, and should not be considered in isolation, or as a substitute for analysis of results as reported under GAAP. These non-GAAP measures are

not necessarily comparable to similar measures that may be represented by other companies.

%

%

%

%

%

21

Reconciliation of Non-GAAP Measures: Capital Position

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Shareholders’ equity (GAAP)

$

2,940,095

$

2,937,300

$

2,887,957

$

2,888,786

$

2,834,281

Less:

Goodwill

741,740

741,740

741,740

741,740

741,740

Regulatory and other adjustments

79,330

120,751

116,315

140,706

88,080

Tier 1 capital (non-GAAP)

2,119,025

2,074,809

2,029,902

2,006,340

2,004,461

Less:

Preferred stock

100,000

100,000

100,000

100,000

100,000

Trust preferred securities

—

—

—

—

—

Plus:

Tier 1 capital adjustments

100,000

100,000

100,000

100,000

—

CET1 capital (non-GAAP)

1 (Basel III)

$

2,119,025

2,074,809

$

2,029,902

$2,006,340

N/A

Tier 1 common equity (non-GAAP)

1 (Basel I)

N/A

N/A

N/A

N/A

1,904,461

Plus:

Tier 2 adjustments

614,023

614,193

609,041

591,018

649,432

Total risk-based capital (non-GAAP)

$

2,733,048

$

2,689,002

$

2,638,943

$

2,597,358

$

2,653,893

The table below presents computations of Tier 1, total risk-based and CET1 capital which are all considered non-GAAP measures. The table below

also reconciles the U.S. GAAP capital measures to the corresponding non-GAAP measures. Management uses these non-GAAP financial

measures to assess the adequacy of capital and believes that regulators and investors may find them useful in their analysis of the Corporation.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP

financial

measures

are

frequently

used

by

regulators

and

investors

to

evaluate

a

company,

they

have

limitations

as

analytical

tools,

and

should

not

be considered in isolation, or as a substitute for analysis of results as reported under GAAP. These non-GAAP measures are not necessarily

comparable to similar measures that may be represented by other companies.

1 The Basel III capital rules, effective January 1, 2015, replaced tier 1 common equity and the associated tier 1 common equity ratio with common equity tier 1 ("CET1") capital and

the CET1 risk-based capital ratio. December31, 2015 figures are preliminary and presented on a Basel III basis and reflect transitional capital requirements and phase-in provisions,

including the standardized approach for calculating risk weighted assets.  2014 amounts and ratios are reported on a Basel I basis.

22

Reconciliation of Non-GAAP Measures: Adjusted net income

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Net income (GAAP)

$

56,749

$

59,012

$

56,584

$

57,139

$

61,079

Net income adjustments

Plus:

Restructure expenses, net of taxes

(200)

—

—

1,149

564

Branch closure costs, net of taxes

—

—

1,149

783

—

Adjusted net income (non-GAAP)

56,549

59,012

57,733

59,071

61,643

Annualized net income (GAAP)

225,145

234,124

226,958

231,730

242,324

Annualized adjusted net income (non-GAAP)

224,352

234,124

231,566

239,566

244,562

Average assets (GAAP)

25,370,946

25,217,856

25,129,859

24,905,094

24,664,987

Average equity (GAAP)

2,943,268

2,909,660

2,892,432

2,866,362

2,849,618

Average tangible common equity (non-GAAP)

2,039,639

2,003,423

1,983,603

1,954,930

1,935,435

Return on average assets (GAAP)

0.89%

0.93%

0.90%

0.93%

0.98

Adjusted return on average assets (non-GAAP)

0.88%

0.93%

0.92%

0.96%

0.99

Return on average equity (GAAP)

7.65%

8.05%

7.85%

8.08%

8.50

Adjusted return on average equity (non-GAAP)

7.62%

8.05%

8.01%

8.36%

8.58

Return on average tangible common equity (non-GAAP)

11.04%

11.69%

11.44%

11.85%

12.52

Adjusted return on average tangible common equity (non-GAAP)

11.00%

11.69%

11.67%

12.25%

12.64

The following table presents net income as reported (GAAP) excluding the impact of acquisition related costs incurred during 2014 to arrive at

adjusted net income. Management believes these adjustments increase comparability of period-to-period results and uses these measures to assess

performance

and

believes

investors

may

find

them

useful

in

their

analysis

of

the

Corporation.

It

is

possible

that

the

activities

related

to

the

adjustments may recur; however, Management does not consider the activities related to the adjustments to be indications of ongoing operations.

Return on average tangible common shareholders' equity is a non-GAAP measure that calculates the return on average common shareholders' equity

excluding goodwill and intangible assets. This measure is useful for evaluating the performance of a business consistently, whether acquired or

developed internally.  Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although

these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not

be considered in isolation, or as a substitute for analysis of results as reported under GAAP. These non-GAAP measures are not necessarily

comparable to similar measures that may be represented by other companies.

23

Reconciliation of Non-GAAP Measures: Non-operating items

(Dollars in thousands)

Q4 2015

Q3 2015

Q2 2015

Q1 2015

Q4 2014

Net interest income (TE) (non-GAAP)

$

188,979

$

189,119

$

189,018

$

189,554

$

196,509

Noninterest income (GAAP)

65,143

71,426

66,582

65,847

71,960

Noninterest income adjustments:

Gains/(losses) on sales of securities

(5

41

567

354

16

Branch closure costs

—

—

1,768

1,205

—

Adjusted noninterest income (non-GAAP)

65,148

71,385

67,783

66,698

71,944

Adjusted total revenue, TE excluding securities gains/(losses) (non-GAAP)

254,127

260,504

256,801

256,252

268,453

Noninterest expense (GAAP)

155,622

160,742

161,674

160,652

165,041

Noninterest expense adjustments:

Less:

Amortization of intangible assets

2,598

2,598

2,598

2,598

2,933

Restructure expenses

(307

—

—

1,767

868

Branch closures costs and acquisition related expenses

—

—

—

—

—

Adjusted noninterest expense (non-GAAP)

153,331

158,144

159,076

156,287

161,240

Fee income ratio, as reported (non-GAAP)

25.64

27.40

25.88

25.68%

26.80%

Efficiency ratio, as reported, excluding amortization of intangible assets and securities gains

(losses) (non-GAAP)

60.22

60.71

62.37

61.97%

60.39%

Efficiency ratio, as adjusted (non-GAAP)

60.34

60.71

61.95

60.99%

60.06%

The table below presents non-interest income and noninterest expense (GAAP) excluding certain adjustments to arrive at adjusted noninterest

income and noninterest expense (non-GAAP).  The Corporation believes that the exclusion of these adjustments provides a meaningful base for

period-to-period comparisons, which Management believes will assist investors in analyzing the operating results of the Corporation. These non-

GAAP

financial

measures

are

also

used

by

Management

to

assess

the

performance

of

the

Corporation's

business.

It

is

possible

that

the

activities

related to the adjustments may recur; however, Management does not consider the activities related to the adjustments to be indications of ongoing

operations. The Corporation believes that presentation of these non-GAAP financial measures will permit investors to assess the performance of

the Corporation on the same basis as that applied by Management.

Fourth Quarter 2015 Supplemental Information

January

26, 2016

FIRSTMERIT

Corporation

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE

January 26, 2016

Analysts: Mark Muth (mark.muth@huntington.com), 614.480.4720

Media: Brent Wilder (brent.wilder@huntington.com), 614.480.5875

Maureen Brown (maureen.brown@huntington.com), 614.480.5512

HUNTINGTON BANCSHARES TO STRENGTHEN MIDWEST FRANCHISE WITH FINANCIALLY AND STRATEGICALLY ACCRETIVE MERGER WITH FIRSTMERIT CORPORATION

Columbus, Ohio and Akron, Ohio – Huntington Bancshares Incorporated (NASDAQ: HBAN; www.huntington.com) and FirstMerit Corporation (NASDAQ: FMER; www.firstmerit.com) jointly announced today the signing of a definitive merger agreement under which Ohio-based FirstMerit Corporation, the parent company of FirstMerit Bank, will merge into Huntington in a stock and cash transaction. Based on the closing price of Huntington’s common shares on January 25, 2016 of $8.80, the total transaction value is approximately $3.4 billion, including outstanding options and other equity-linked securities.

The partnership brings together two companies who have served their respective communities for 150 years or more, meeting the banking needs of consumers and small and middle market businesses across the Midwest. Huntington recently posted record earnings for 2015, including a 10% increase in net income and a 13% increase in earnings per common share, driven by ongoing growth in revenues, deposits, and lending. FirstMerit today announced their 67th consecutive quarter of profitability, reflecting strong organic loan growth and continued balance sheet strength. The pro forma company is expected to have nearly $100 billion in assets and will operate across an eight-state Midwestern footprint. The combination will create the largest bank in Ohio, based on deposit market share. Huntington will also expand its operations into the attractive new markets of Chicago and Wisconsin.

“We are very pleased to come together with FirstMerit to create a regional bank with added customer convenience, an enhanced portfolio of products for consumers and businesses, as well as strong market share. I believe the strength of this deal is that both organizations already understand the needs and goals of our Midwestern customers and communities. Our combined track records of service excellence and efficient financial management will add value for our collective shareholders, customers, communities, and colleagues,” said Steve Steinour, Huntington chairman, president, and CEO.

“Joining forces with Huntington will give us an opportunity to combine both companies’ commercial, small business, wealth, and consumer expertise while giving all of our customers greater access to services. We will also leverage our strong credit culture and continue our mutual tradition of community involvement to help our Midwest markets grow. We have every confidence that the integration with Huntington will be smooth and seamless for our customers and our communities, and are pleased with the commitments that Huntington has made to our employees and communities,” said Paul Greig, FirstMerit chairman, president, and CEO.

Under the terms of the definitive agreement, FirstMerit will merge with a subsidiary of Huntington Bancshares, and FirstMerit Bank will merge with and into The Huntington National Bank. In conjunction with the closing of the transaction, four independent members of the FirstMerit Board of Directors will join the Huntington Board, which will be expanded accordingly.

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Shareholders of FirstMerit Corporation will receive 1.72 shares of Huntington common stock, and $5.00 in cash, for each share of FirstMerit Corporation common stock. The per share consideration is valued at $20.14 per share based on the closing price of Huntington common stock on January 25, 2016.

The transaction is expected to be completed in the third quarter of 2016, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Huntington and FirstMerit Corporation.

Huntington expects the acquisition to be accretive to earnings per share in 2017, excluding one-time merger-related expenses, and approximately 10% accretive to earnings per share in 2018, the first full year after all expected synergies are implemented.

Pro forma tangible capital equity to tangible assets (TCE ratio) is projected to be 7.1% at closing, and pro forma regulatory common equity Tier 1 ratio (CET1 ratio) is projected to be 8.7% at closing on a fully phased-in Basel III basis. Huntington will not re-submit its 2015 CCAR capital plan, and intends to forgo the remaining $166 million of share repurchase capacity under its 2015 CCAR capital plan. Huntington will include FirstMerit Corporation in its 2016 CCAR capital plan proposal and expects the plan will include share repurchases.

Goldman, Sachs & Co. served as financial advisor, and Wachtell, Lipton, Rosen, & Katz served as legal advisor to Huntington. Sandler O’Neill + Partners, L.P. served as financial advisor, and Sullivan & Cromwell LLP served as legal advisor to FirstMerit and Jones Day served as legal advisor to FirstMerit’s Board of Directors.

Conference Call / Webcast Information

Huntington’s senior management will host a conference call on January 26, 2016, at 9:00 a.m. (Eastern Standard Time) to discuss the strategic and financial implications of the transaction. The call may be accessed via a live Internet webcast at the Investor Relations section of Huntington’s website, www.huntington.com, or through a dial-in telephone number at (844) 318-8148; Conference ID# 38543166. Slides will be available in the Investor Relations section of Huntington’s website about an hour prior to the call.

About Huntington

Huntington Bancshares Incorporated is a $71 billion asset regional bank holding company headquartered in Columbus, Ohio, with a network of more than 750 branches and more than 1,500 ATMs across six Midwestern states. Founded in 1866, The Huntington National Bank and its affiliates provide consumer, small business, commercial, treasury management, wealth management, brokerage, trust, and insurance services. Huntington also provides auto dealer, equipment finance, national settlement and capital market services that extend beyond its core states. Visit huntington.com for more information.

About FirstMerit Corporation

FirstMerit Corporation is a diversified financial services company headquartered in Akron, Ohio, with assets of approximately $25.5 billion as of December 31, 2015, and 366 banking offices and 400 ATM locations in Ohio, Michigan, Wisconsin, Illinois and Pennsylvania. FirstMerit provides a complete range of banking and other financial services to consumers and businesses through its core operations. Principal affiliates include: FirstMerit Bank, N.A. and FirstMerit Mortgage Corporation

Caution regarding Forward-Looking Statements

This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the merger parties’ plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar

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variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions, uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board, volatility and disruptions in global capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of Huntington’s business strategies, including market acceptance of any new products or services implementing Huntington’s “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB, and the regulatory approval process associated with the merger; the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and FirstMerit do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; Huntington’s ability to complete the acquisition and integration of FirstMerit successfully; and other factors that may affect future results of Huntington and FirstMerit. Additional factors that could cause results to differ materially from those described above can be found in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2014 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2015, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Publications and Filings” and in other documents Huntington files with the SEC, and in FirstMerit’s Annual Report on Form 10-K for the year ended December 31, 2014 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2015, each of which is on file with the SEC and available in the “Investors” section of FirstMerit’s website, http://www.firstmerit.com, under the heading “Publications & Filings” and in other documents FirstMerit files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Huntington nor FirstMerit assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Important Additional Information

In connection with the proposed transaction, Huntington will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Huntington and FirstMerit and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Huntington and FirstMerit will be submitted to FirstMerit’s stockholders and Huntington’s stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF HUNTINGTON AND STOCKHOLDERS OF FIRSTMERIT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO

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THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Huntington and FirstMerit, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, HC0935, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007 or to FirstMerit Corporation, Attention: Thomas P. O’Malley, III Cascade Plaza, Akron, Ohio 44308, (330) 384-7109.

Participants in the Solicitation

Huntington, FirstMerit, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Huntington’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 12, 2015, and certain of its Current Reports on Form 8-K. Information regarding FirstMerit’s directors and executive officers is available in its definitive proxy statement, which was filed with SEC on March 6, 2015, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

# # #

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