10-Q 1 hban20160630_10q.htm 10-Q Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY PERIOD ENDED June 30, 2016
Commission File Number 1-34073
Huntington Bancshares Incorporated
 
Maryland
31-0724920
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number (614) 480-8300
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.     x  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
x
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes    x  No
There were 799,153,996 shares of Registrant’s common stock ($0.01 par value) outstanding on June 30, 2016
.




HUNTINGTON BANCSHARES INCORPORATED
INDEX
 
 
 

2


Glossary of Acronyms and Terms
The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:
 
ABL
  
Asset Based Lending
 
 
 
ABS
  
Asset-Backed Securities
 
 
ACL
  
Allowance for Credit Losses
 
 
AFCRE
  
Automobile Finance and Commercial Real Estate
 
 
AFS
  
Available-for-Sale
 
 
ALCO
  
Asset-Liability Management Committee
 
 
ALLL
  
Allowance for Loan and Lease Losses
 
 
ARM
  
Adjustable Rate Mortgage
 
 
ASC
  
Accounting Standards Codification
 
 
ASU
  
Accounting Standards Update
 
 
ATM
  
Automated Teller Machine
 
 
AULC
  
Allowance for Unfunded Loan Commitments
 
 
Basel III
  
Refers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013
 
 
C&I
  
Commercial and Industrial
 
 
Camco Financial
  
Camco Financial Corp.
 
 
CCAR
  
Comprehensive Capital Analysis and Review
 
 
CDO
  
Collateralized Debt Obligations
 
 
CDs
  
Certificate of Deposit
 
 
CET1
  
Common equity tier 1 on a transitional Basel III basis
 
 
CFPB
  
Bureau of Consumer Financial Protection
 
 
CFTC
  
Commodity Futures Trading Commission
 
 
CMO
  
Collateralized Mortgage Obligations
 
 
CRE
  
Commercial Real Estate
 
 
Dodd-Frank Act
  
Dodd-Frank Wall Street Reform and Consumer Protection Act
 
 
DTA/DTL
  
Deferred Tax Asset/Deferred Tax Liability
 
 
 
E&P
 
Exploration and Production
 
 
EFT
  
Electronic Fund Transfer
 
 
EPS
  
Earnings Per Share
 
 
EVE
  
Economic Value of Equity
 
 
 
Fannie Mae
  
(see FNMA)
 
 
FASB
  
Financial Accounting Standards Board
 
 
FDIC
  
Federal Deposit Insurance Corporation
 
 
FDICIA
  
Federal Deposit Insurance Corporation Improvement Act of 1991
 
 
FHA
  
Federal Housing Administration
 
 
FHLB
  
Federal Home Loan Bank
 
 

3


FHLMC
  
Federal Home Loan Mortgage Corporation
 
 
FICO
  
Fair Isaac Corporation
 
 
 
FirstMerit
  
FirstMerit Corporation
 
 
FNMA
  
Federal National Mortgage Association
 
 
FRB
  
Federal Reserve Bank
 
 
Freddie Mac
  
(see FHLMC)
 
 
FTE
  
Fully-Taxable Equivalent
 
 
FTP
  
Funds Transfer Pricing
 
 
GAAP
  
Generally Accepted Accounting Principles in the United States of America
 
 
GNMA
  
Government National Mortgage Association, or Ginnie Mae
 
 
HAA
 
Huntington Asset Advisors, Inc.
 
 
 
HAMP
  
Home Affordable Modification Program
 
 
 
HARP
  
Home Affordable Refinance Program
 
 
 
HASI
 
Huntington Asset Services, Inc.
 
 
 
HIP
  
Huntington Investment and Tax Savings Plan
 
 
 
HQLA
  
High Quality Liquid Asset
 
 
 
HTM
  
Held-to-Maturity
 
 
 
IRS
  
Internal Revenue Service
 
 
 
LCR
  
Liquidity Coverage Ratio
 
 
 
LGD
  
Loss-Given-Default
 
 
 
LIBOR
  
London Interbank Offered Rate
 
 
 
LIHTC
  
Low Income Housing Tax Credit
 
 
 
LTD
 
Long-Term Debt
 
 
 
LTV
  
Loan to Value
 
 
 
Macquarie
  
Macquarie Equipment Finance, Inc. (U.S. operations)
 
 
 
MBS
  
Mortgage-Backed Securities
 
 
 
MD&A
  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
MSA
  
Metropolitan Statistical Area
 
 
 
MSR
  
Mortgage Servicing Rights
 
 
 
NAICS
  
North American Industry Classification System
 
 
 
NALs
  
Nonaccrual Loans
 
 
 
NCO
  
Net Charge-off
 
 
 
NII
  
Net Interest Income
 
 
 
NIM
  
Net Interest Margin
 
 
 
NPA
  
Nonperforming Asset
 
 
 
N.R.
  
Not relevant. Denominator of calculation is a gain in the current period compared with a loss in the prior period, or vice-versa
 
 
 
OCC
  
Office of the Comptroller of the Currency
 
 
 
OCI
  
Other Comprehensive Income (Loss)
 
 
 

4


OCR
  
Optimal Customer Relationship
 
 
 
OLEM
  
Other Loans Especially Mentioned
 
 
 
OREO
  
Other Real Estate Owned
 
 
 
OTTI
  
Other-Than-Temporary Impairment
 
 
 
PD
 
Probability-Of-Default
 
 
 
Plan
  
Huntington Bancshares Retirement Plan
 
 
 
Problem Loans
  
Includes nonaccrual loans and leases (Table 9), troubled debt restructured loans (Table 10), accruing loans and leases past due 90 days or more (aging analysis section of Footnote 4), and Criticized commercial loans (credit quality indicators section of Footnote 4).
 
 
 
RBHPCG
  
Regional Banking and The Huntington Private Client Group
 
 
 
RCSA
  
Risk and Control Self-Assessments
 
 
 
REIT
  
Real Estate Investment Trust
 
 
 
ROC
  
Risk Oversight Committee
 
 
 
RWA
  
Risk-Weighted Assets
 
 
 
SAD
  
Special Assets Division
 
 
 
SBA
  
Small Business Administration
 
 
 
SEC
  
Securities and Exchange Commission
 
 
 
SERP
  
Supplemental Executive Retirement Plan
 
 
 
SRIP
  
Supplemental Retirement Income Plan
 
 
 
SSFA
  
Simplified Supervisory Formula Approach
 
 
 
TCE
  
Tangible Common Equity
 
 
 
TDR
  
Troubled Debt Restructured Loan
 
 
 
TRUPS
 
Trust Preferred Securities
 
 
 
U.S. Treasury
  
U.S. Department of the Treasury
 
 
 
UCS
  
Uniform Classification System
 
 
 
UDAP
  
Unfair or Deceptive Acts or Practices
 
 
 
Unified
 
Unified Financial Securities, Inc.
 
 
 
UPB
  
Unpaid Principal Balance
 
 
 
USDA
  
U.S. Department of Agriculture
 
 
 
VIE
  
Variable Interest Entity
 
 
 
XBRL
  
eXtensible Business Reporting Language
 
 
 





5


PART I. FINANCIAL INFORMATION
When we refer to “we”, “our”, and “us” in this report, we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the “Bank” in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.
 
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we have 150 years of servicing the financial needs of our customers. Through our subsidiaries, we provide full-service commercial and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, brokerage services, insurance service programs, and other financial products and services. Our 772 branches and private client group offices are located in Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky. Selected financial services and other activities are also conducted in various other states. International banking services are available through the headquarters office in Columbus, Ohio and a limited purpose office located in the Cayman Islands. Our foreign banking activities, in total or with any individual country, are not significant.
This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. The MD&A included in our 2015 Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the 2015 Form 10-K. This MD&A should also be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, and other information contained in this report.
Our discussion is divided into key segments:
Executive Overview - Provides a summary of our current financial performance and business overview, including our thoughts on the impact of the economy, legislative and regulatory initiatives, and recent industry developments. This section also provides our outlook regarding our expectations for the next several quarters.
Discussion of Results of Operations - Reviews financial performance from a consolidated Company perspective. It also includes a Significant Items section that summarizes key issues helpful for understanding performance trends. Key consolidated average balance sheet and income statement trends are also discussed in this section.
Risk Management and Capital - Discusses credit, market, liquidity, operational, and compliance risks, including how these are managed, as well as performance trends. It also includes a discussion of liquidity policies, how we obtain funding, and related performance. In addition, there is a discussion of guarantees and/or commitments made for items such as standby letters of credit and commitments to sell loans, and a discussion that reviews the adequacy of capital, including regulatory capital requirements.
Business Segment Discussion - Provides an overview of financial performance for each of our major business segments and provides additional discussion of trends underlying consolidated financial performance.
Additional Disclosures - Provides comments on important matters including forward-looking statements, critical accounting policies and use of significant estimates, and recent accounting pronouncements and developments.
A reading of each section is important to understand fully the nature of our financial performance and prospects.


6


EXECUTIVE OVERVIEW
Summary of 2016 Second Quarter Results Compared to 2015 Second Quarter
For the quarter, we reported net income of $175 million, or $0.19 per common share, compared with $196 million, or $0.23 per common share, in the year-ago quarter (see Table 1).
Fully-taxable equivalent net interest income was $516 million, up $17 million, or 3%. The results reflected the benefit from a $5.3 billion, or 8%, increase in average earning assets, partially offset by a 14 basis point reduction in the net interest margin to 3.06%. Average earning asset growth included a $4.0 billion, or 8%, increase in average loans and leases and a $2.0 billion, or 15%, increase in average securities. The net interest margin contraction reflected a 14 basis point increase in funding costs, primarily associated with the issuance of debt over the past five quarters and a 4 basis point decrease in earning asset yields, partially offset by a 4 basis point increase in the benefit from the amount of noninterest-bearing funds. Core deposit yields were unchanged.
The provision for credit losses was $25 million, up $4 million, or 20%. NALs increased $96 million, or 26%, from the year-ago quarter to $461 million, or 0.88% of total loans and leases. The year-over-year increase was exclusively centered in the Commercial portfolio and was primarily associated with a small number of energy sector loan relationships which were added to NALs during the 2016 first quarter. While the energy sector was a primary driver of the NAL activity over the last two quarters, the oil and gas exploration and production portfolio represented less than 1% of total loans outstanding at quarter end. NCOs decreased $9 million, or 34%, to $17 million. NCOs represented an annualized 0.13% of average loans and leases in the current quarter, down from 0.21% in the year-ago quarter. We continue to be pleased with the net charge-off performance across the entire portfolio. Commercial charge-offs were positively impacted by continued recoveries in the CRE portfolio and broader continued successful workout strategies, while consumer charge-offs declined substantially from the prior quarter and remain within our expected range. Overall consumer credit metrics, led by the residential mortgage and home equity portfolios, continue to show an improving trend, while the commercial portfolios continue to experience some quarter-to-quarter volatility based on the absolute low level of problem loans.
Noninterest income was $271 million, down $11 million, or 4%. This reflected a $7 million, or 18%, decrease in mortgage banking income, primarily as a result of an $8 million impact from net MSR activity. In addition, trust services decreased $4 million, or 15%, reflecting the sale of HAA, HASI, and Unified, and transition of the money market assets of the Huntington Funds to a third party at the end of the 2015 fourth quarter. Also, gain on sale of loans decreased $3 million, or 26%, primarily as a result of the $5 million gain from the automobile loan securitization in the year-ago quarter. These decreases were partially offset by a $5 million, or 8%, increase in service charges on deposit accounts, reflecting the benefit of continued new customer acquisition including a 4% increase in consumer checking households and a 3% increase in commercial checking relationships. In addition, cards and payment processing income increased $3 million, or 9%, due to higher card related income and underlying customer growth.
Noninterest expense was $524 million, up $32 million, or 6%. Personnel costs increased $17 million, or 6%, reflecting a $10 million increase in salaries and a $7 million increase in benefits expense. These increases are primarily the result of annual compensation increases coupled with a 1% increase in the number of average full-time equivalent employees, largely related to the build-out of the in-store strategy, as well as higher healthcare expenses.  Personnel costs in the 2016 second quarter included $5 million of Significant Items, primarily comprised of personnel expense related to technology development for systems conversions and fully-dedicated personnel for merger and integration efforts. In addition, professional services increased $9 million, or 71%, primarily reflecting $11 million of legal and consulting expense related to the pending FirstMerit acquisition. Also, other expense increased $6 million, or 14%, primarily impacted by litigation reserve adjustments and included $2 million of Significant Items related to the pending FirstMerit acquisition. Further, outside data processing and other services increased $5 million, or 8%, primarily related to ongoing technology investments and included $3 million of Significant Items related to the pending FirstMerit acquisition. These increases were partially offset by a $6 million, or 64%, decrease in amortization of intangibles reflecting the full amortization of the core deposit intangible at the end of the 2015 second quarter from the Sky Financial acquisition.
The tangible common equity to tangible assets ratio was 7.96%, up 4 basis points. The CET1 risk-based capital ratio was 9.80% at June 30, 2016, up from 9.65% a year ago. The regulatory tier 1 risk-based capital ratio was 11.37% compared to 10.41% at June 30, 2015. All capital ratios were impacted by the repurchase of 9.3 million common shares during the 2015 third and fourth quarters. As previously announced, we decided to forgo the remaining $166 million of share repurchase capacity under our 2015 CCAR capital plan in order to build capital ratios in preparation for the pending FirstMerit acquisition. As a result, we did not repurchase any common shares during the 2016 first or second quarters. In addition, our 2016 CCAR capital plan did not include any proposed share repurchases over the next four quarters. The regulatory Tier 1 risk-based and total risk-based capital ratios benefited from the issuance of $400 million and $200 million of class D preferred equity during the 2016 first and second quarters, respectively.

7


Business Overview
General
Our general business objectives are: (1) grow net interest income and fee income, (2) deliver positive operating leverage, (3) increase primary relationships across all business segments, (4) continue to strengthen risk management and (5) maintain capital and liquidity positions consistent with our risk appetite.
We continued to deliver solid 2016 performance during the second quarter, in line with our expectations. The quarter demonstrated encouraging growth in business lending and ongoing strong performance in auto loans and residential mortgage. We have continued executing our strategy to balance growth with disciplined risk management.
Progress toward the proposed acquisition of FirstMerit continued to move forward in the second quarter, with very high approval rates obtained from both sets of shareholders, the completion of senior leadership selection for the combined company, and our announcement of the combined company’s five-year community development plan. The integration planning continues to proceed as expected. Our recently announced divestiture of 13 Ohio branches primarily in the Canton and Ashtabula markets to First Commonwealth Bank is another important milestone. On July 29, 2016, we received regulatory approval from the Board of Governors of the Federal Reserve System. We continue to expect that the transaction will be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including OCC approval of the bank merger.
The successful completion of the annual regulatory capital review and the Federal Reserve's non-objection to our planned capital actions, including the proposed increase in the quarterly dividend beginning in the 2016 fourth quarter, validate our consistent performance.
Economy

We continue to expect growth in our regional economy, but recognize the escalation of market volatility year-to-date and its contribution to dampening global outlook. While still presenting a challenging operating environment for us, ongoing flat interest rates should benefit our consumer and business customers. Many of the large MSAs in our footprint were near 15-year lows for unemployment rates at the end of May 2016. Within the current environment, we continue to execute our core strategy in line with our established plans, while simultaneously making substantial progress with our acquisition of FirstMerit.
Expectations – 2016

Excluding Significant Items, net MSR activity, and the incremental impact of the pending FirstMerit acquisition, our goals for full-year 2016 performance remain consistent with our long-term financial goals of 4-6% revenue growth and annual positive operating leverage. Overall, asset quality metrics are expected to remain near current levels. Moderate quarterly volatility also is expected, given the quickly evolving macroeconomic conditions, commodities and currency market volatility, and current low level of problem assets and credit costs. We anticipate NCOs will remain below our long-term normalized range of 35 to 55 basis points.

DISCUSSION OF RESULTS OF OPERATIONS
This section provides a review of financial performance from a consolidated perspective. It also includes a “Significant Items” section that summarizes key issues important for a complete understanding of performance trends. Key Unaudited Condensed Consolidated Balance Sheet and Unaudited Condensed Statement of Income trends are discussed. All earnings per share data are reported on a diluted basis. For additional insight on financial performance, please read this section in conjunction with the “Business Segment Discussion.”
 

8



Table 1 - Selected Quarterly Income Statement Data (1)
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Three months ended
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
Interest income
$
565,658

 
$
557,251

 
$
544,153

 
$
538,477

 
$
529,795

Interest expense
59,777

 
54,185

 
47,242

 
43,022

 
39,109

Net interest income
505,881

 
503,066

 
496,911

 
495,455

 
490,686

Provision for credit losses
24,509

 
27,582

 
36,468

 
22,476

 
20,419

Net interest income after provision for credit losses
481,372

 
475,484

 
460,443

 
472,979

 
470,267

Service charges on deposit accounts
75,613

 
70,262

 
72,854

 
75,157

 
70,118

Cards and payment processing income
39,184

 
36,447

 
37,594

 
36,664

 
35,886

Mortgage banking income
31,591

 
18,543

 
31,418

 
18,956

 
38,518

Trust services
22,497

 
22,838

 
25,272

 
24,972

 
26,550

Insurance income
15,947

 
16,225

 
15,528

 
16,204

 
17,637

Brokerage income
14,599

 
15,502

 
14,462

 
15,059

 
15,184

Capital markets fees
13,037

 
13,010

 
13,778

 
12,741

 
13,192

Bank owned life insurance income
12,536

 
13,513

 
13,441

 
12,719

 
13,215

Gain on sale of loans
9,265

 
5,395

 
10,122

 
5,873

 
12,453

Securities gains (losses)
656

 

 
474

 
188

 
82

Other income
36,187

 
30,132

 
37,272

 
34,586

 
38,938

Total noninterest income
271,112

 
241,867

 
272,215

 
253,119

 
281,773

Personnel costs
298,949

 
285,397

 
288,861

 
286,270

 
282,135

Outside data processing and other services
63,037

 
61,878

 
63,775

 
58,535

 
58,508

Equipment
31,805

 
32,576

 
31,711

 
31,303

 
31,694

Net occupancy
30,704

 
31,476

 
32,939

 
29,061

 
28,861

Marketing
14,773

 
12,268

 
12,035

 
12,179

 
15,024

Professional services
21,488

 
13,538

 
13,010

 
11,961

 
12,593

Deposit and other insurance expense
12,187

 
11,208

 
11,105

 
11,550

 
11,787

Amortization of intangibles
3,600

 
3,712

 
3,788

 
3,913

 
9,960

Other expense
47,118

 
39,027

 
41,542

 
81,736

 
41,215

Total noninterest expense
523,661

 
491,080

 
498,766

 
526,508

 
491,777

Income before income taxes
228,823

 
226,271

 
233,892

 
199,590

 
260,263

Provision for income taxes
54,283

 
54,957

 
55,583

 
47,002

 
64,057

Net income
174,540

 
171,314

 
178,309

 
152,588

 
196,206

Dividends on preferred shares
19,874

 
7,998

 
7,972

 
7,968

 
7,968

Net income applicable to common shares
$
154,666

 
$
163,316

 
$
170,337

 
$
144,620

 
$
188,238

Average common shares—basic
798,167

 
795,755

 
796,095

 
800,883

 
806,891

Average common shares—diluted
810,371

 
808,349

 
810,143

 
814,326

 
820,238

Net income per common share—basic
$
0.19

 
$
0.21

 
$
0.21

 
$
0.18

 
$
0.23

Net income per common share—diluted
0.19

 
0.20

 
0.21

 
0.18

 
0.23

Cash dividends declared per common share
0.07

 
0.07

 
0.07

 
0.06

 
0.06

Return on average total assets
0.96
%
 
0.96
%
 
1.00
%
 
0.87
%
 
1.16
%
Return on average common shareholders’ equity
9.6

 
10.4

 
10.8

 
9.3

 
12.3

Return on average tangible common shareholders’ equity (2)
11.0

 
11.9

 
12.4

 
10.7

 
14.4

Net interest margin (3)
3.06

 
3.11

 
3.09

 
3.16

 
3.20

Efficiency ratio (4)
66.1

 
64.6

 
63.7

 
69.1

 
61.7

Effective tax rate
23.7

 
24.3

 
23.8

 
23.5

 
24.6

Revenue—FTE
 
 
 
 
 
 
 
 
 
Net interest income
$
505,881

 
$
503,066

 
$
496,911

 
$
495,455

 
$
490,686

FTE adjustment
10,091

 
9,159

 
8,425

 
8,168

 
7,962


9


Net interest income (3)
515,972

 
512,225

 
505,336

 
503,623

 
498,648

Noninterest income
271,112

 
241,867

 
272,215

 
253,119

 
281,773

Total revenue (3)
$
787,084

 
$
754,092

 
$
777,551

 
$
756,742

 
$
780,421

(1)
Comparisons for presented periods are impacted by a number of factors. Refer to the “Significant Items” for additional discussion regarding these key factors.
(2)
Net income excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity. Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.
(3)
On a fully-taxable equivalent (FTE) basis assuming a 35% tax rate.
(4)
Noninterest expense less amortization of intangibles and goodwill impairment divided by the sum of FTE net interest income and noninterest income excluding securities gains.

10


 
 
 
 
 
 
 
 
Table 2 - Selected Year to Date Income Statement Data (1)
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Interest income
$
1,122,909

 
$
1,031,891

 
$
91,018

 
9
 %
Interest expense
113,962

 
73,520

 
40,442

 
55

Net interest income
1,008,947

 
958,371

 
50,576

 
5

Provision for credit losses
52,091

 
41,010

 
11,081

 
27

Net interest income after provision for credit losses
956,856

 
917,361

 
39,495

 
4

Service charges on deposit accounts
145,875

 
132,338

 
13,537

 
10

Cards and payment processing income
75,631

 
68,457

 
7,174

 
10

Mortgage banking income
50,134

 
61,479

 
(11,345
)
 
(18
)
Trust services
45,335

 
55,589

 
(10,254
)
 
(18
)
Insurance income
32,172

 
33,532

 
(1,360
)
 
(4
)
Brokerage income
30,101

 
30,684

 
(583
)
 
(2
)
Capital markets fees
26,047

 
27,097

 
(1,050
)
 
(4
)
Bank owned life insurance income
26,049

 
26,240

 
(191
)
 
(1
)
Gain on sale of loans
14,660

 
17,042

 
(2,382
)
 
(14
)
Securities gains (losses)
656

 
82

 
574

 
700

Other income
66,319

 
60,856

 
5,463

 
9

Total noninterest income
512,979

 
513,396

 
(417
)
 

Personnel costs
584,346

 
547,051

 
37,295

 
7

Outside data processing and other services
124,915

 
109,043

 
15,872

 
15

Equipment
64,381

 
61,943

 
2,438

 
4

Net occupancy
62,180

 
59,881

 
2,299

 
4

Marketing
27,041

 
27,999

 
(958
)
 
(3
)
Professional services
35,026

 
25,320

 
9,706

 
38

Deposit and other insurance expense
23,395

 
21,954

 
1,441

 
7

Amortization of intangibles
7,312

 
20,166

 
(12,854
)
 
(64
)
Other expense
86,145

 
77,277

 
8,868

 
11

Total noninterest expense
1,014,741

 
950,634

 
64,107

 
7

Income before income taxes
455,094

 
480,123

 
(25,029
)
 
(5
)
Provision for income taxes
109,240

 
118,063

 
(8,823
)
 
(7
)
Net income
345,854

 
362,060

 
(16,206
)
 
(4
)
Dividends declared on preferred shares
27,872

 
15,933

 
11,939

 
75

Net income applicable to common shares
$
317,982

 
$
346,127

 
$
(28,145
)
 
(8
)%
Average common shares—basic
796,961

 
808,335

 
(11,374
)
 
(1
)%
Average common shares—diluted
809,360

 
822,023

 
(12,663
)
 
(2
)
Net income per common share—basic
$
0.40

 
$
0.43

 
$
(0.03
)
 
(7
)
Net income per common share—diluted
0.39

 
0.42

 
(0.03
)
 
(7
)
Cash dividends declared per common share
0.14

 
0.12

 
0.02

 
17

Revenue—FTE
 
 
 
 
 
 
 
Net interest income
$
1,008,947

 
$
958,371

 
$
50,576

 
5
 %
FTE adjustment
19,250

 
15,522

 
3,728

 
24

Net interest income (2)
1,028,197

 
973,893

 
54,304

 
6

Noninterest income
512,979

 
513,396

 
(417
)
 

Total revenue (2)
$
1,541,176

 
$
1,487,289

 
$
53,887

 
4
 %

(1)
Comparisons for presented periods are impacted by a number of factors. Refer to the “Significant Items” for additional discussion regarding these key factors.
(2)
On a fully taxable equivalent (FTE) basis assuming a 35% tax rate.




11


Significant Items
This section provides a review of financial performance from a consolidated perspective. It also includes a “Significant Items” section (See Non-GAAP Financial Measures) that summarizes key issues important for a complete understanding of performance trends. Key consolidated balance sheet and income statement trends are discussed. All earnings per share data are reported on a diluted basis. For additional insight on financial performance, please read this section in conjunction with the “Business Segment Discussion.”
Significant Items Influencing Financial Performance Comparisons
Earnings comparisons were impacted by the Significant Items summarized below:

1.Mergers and Acquisitions. Significant events relating to mergers and acquisitions, and the impacts of those events on our reported results, were as follows:

During the 2016 second quarter, $21 million of noninterest expense was recorded related to the pending acquisition of FirstMerit. This resulted in a negative impact of $0.02 per common share.

During the 2016 first quarter, $6 million of noninterest expense was recorded related to the pending acquisition of FirstMerit. This resulted in a negative impact of $0.01 per common share.

The following table reflects the earnings impact of the above-mentioned Significant Items for periods affected by this Results of Operations discussion:
 
Table 3 - Significant Items Influencing Earnings Performance Comparison
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
June 30, 2016
 
March 31, 2016
 
June 30, 2015 (4)
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
Net income
$
174,540

 
 
 
$
171,314

 
 
 
$
196,206

 
 
Earnings per share, after-tax
 
 
$
0.19

 
 
 
$
0.20

 
 
 
$
0.23

Significant Items—favorable (unfavorable) impact:
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
Mergers and acquisitions, net
$
(20,789
)
 
$
(0.02
)
 
$
(6,406
)
 
$
(0.01
)
 
$

 
$

(1)
Pretax unless otherwise noted.
(2)
Based on average outstanding diluted common shares.
(3)
After-tax.
(4)
The 2015 second quarter included $2 million of merger-related expense that was not considered a Significant Item for the second quarter of 2015, but merger-related expense was determined to be a Significant Item for the 2015 full year.

 
Six Months Ended
 
June 30, 2016
 
June 30, 2015 (4)
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
Net income
$
345,854

 
 
 
$
362,060

 
 
Earnings per share, after-tax
 
 
$
0.39

 
 
 
$
0.42

Significant Items—favorable (unfavorable) impact:
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
Mergers and acquisitions, net
$
(27,195
)
 
$
(0.03
)
 
$

 
$

(1)
Pretax unless otherwise noted.
(2)
Based on average outstanding diluted common shares.
(3)
After-tax.
(4)
The 2015 first and second quarter included $3 million and $2 million, respectively of merger-related expense that was not considered a Significant Item for the first six-month period of 2015, but merger-related expense was determined to be a Significant Item for the 2015 full year.

Net Interest Income / Average Balance Sheet
The following tables detail the change in our average balance sheet and the net interest margin:

12


 
Table 4 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (3)
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Balances
 
 
 
 
 
Three Months Ended
 
Change
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2Q16 vs. 2Q15
 
2016
 
2016
 
2015
 
2015
 
2015
 
Amount
 
Percent
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
$
99

 
$
98

 
$
89

 
$
89

 
$
89

 
$
10

 
11
 %
Loans held for sale
571

 
433

 
502

 
464

 
1,272

 
(701
)
 
(55
)
Securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
6,904

 
6,633

 
8,099

 
8,310

 
7,916

 
(1,012
)
 
(13
)
Tax-exempt
2,510

 
2,358

 
2,257

 
2,136

 
2,028

 
482

 
24

Total available-for-sale and other securities
9,414

 
8,991

 
10,356

 
10,446

 
9,944

 
(530
)
 
(5
)
Trading account securities
41

 
40

 
39

 
52

 
41

 

 

Held-to-maturity securities—taxable
5,806

 
6,054

 
4,148

 
3,226

 
3,324

 
2,482

 
75

Total securities
15,261

 
15,085

 
14,543

 
13,724

 
13,309

 
1,952

 
15

Loans and leases: (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
21,344

 
20,649

 
20,186

 
19,802

 
19,819

 
1,525

 
8

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
881

 
923

 
1,108

 
1,101

 
970

 
(89
)
 
(9
)
Commercial
4,345

 
4,283

 
4,158

 
4,193

 
4,214

 
131

 
3

Commercial real estate
5,226

 
5,206

 
5,266

 
5,294

 
5,184

 
42

 
1

Total commercial
26,570

 
25,855

 
25,452

 
25,096

 
25,003

 
1,567

 
6

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
10,146

 
9,730

 
9,286

 
8,879

 
8,083

 
2,063

 
26

Home equity
8,416

 
8,441

 
8,463

 
8,526

 
8,503

 
(87
)
 
(1
)
Residential mortgage
6,187

 
6,018

 
6,079

 
6,048

 
5,859

 
328

 
6

Other consumer
613

 
574

 
547

 
497

 
451

 
162

 
36

Total consumer
25,362

 
24,763

 
24,375

 
23,950

 
22,896

 
2,466

 
11

Total loans and leases
51,932

 
50,618

 
49,827

 
49,046

 
47,899

 
4,033

 
8

Allowance for loan and lease losses
(616
)
 
(604
)
 
(595
)
 
(609
)
 
(608
)
 
(8
)
 
1

Net loans and leases
51,316

 
50,014

 
49,232

 
48,437

 
47,291

 
4,025

 
9

Total earning assets
67,863

 
66,234

 
64,961

 
63,323

 
62,569

 
5,294

 
8

Cash and due from banks
1,001

 
1,013

 
1,468

 
1,555

 
926

 
75

 
8

Intangible assets
726

 
730

 
734

 
739

 
745

 
(19
)
 
(3
)
All other assets
4,149

 
4,223

 
4,233

 
4,273

 
4,233

 
(84
)
 
(2
)
Total assets
$
73,123

 
$
71,596

 
$
70,801

 
$
69,281

 
$
67,865

 
$
5,258

 
8
 %
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
16,507

 
$
16,334

 
$
17,174

 
$
17,017

 
$
15,893

 
$
614

 
4
 %
Demand deposits—interest-bearing
8,445

 
7,776

 
6,923

 
6,604

 
6,584

 
1,861

 
28

Total demand deposits
24,952

 
24,110

 
24,097

 
23,621

 
22,477

 
2,475

 
11

Money market deposits
19,534

 
19,682

 
19,843

 
19,512

 
18,803

 
731

 
4

Savings and other domestic deposits
5,402

 
5,306

 
5,215

 
5,224

 
5,273

 
129

 
2

Core certificates of deposit
2,007

 
2,265

 
2,430

 
2,534

 
2,639

 
(632
)
 
(24
)
Total core deposits
51,895

 
51,363

 
51,585

 
50,891

 
49,192

 
2,703

 
5

Other domestic time deposits of $250,000 or more
402

 
455

 
426

 
217

 
184

 
218

 
118

Brokered deposits and negotiable CDs
2,909

 
2,897

 
2,929

 
2,779

 
2,701

 
208

 
8

Deposits in foreign offices
208

 
264

 
398

 
492

 
562

 
(354
)
 
(63
)

13


Total deposits
55,414

 
54,979

 
55,338

 
54,379

 
52,639

 
2,775

 
5

Short-term borrowings
1,032

 
1,145

 
524

 
844

 
2,153

 
(1,121
)
 
(52
)
Long-term debt
7,899

 
7,202

 
6,788

 
6,043

 
5,121

 
2,778

 
54

Total interest-bearing liabilities
47,838

 
46,992

 
45,476

 
44,249

 
44,020

 
3,818

 
9

All other liabilities
1,416

 
1,515

 
1,515

 
1,442

 
1,435

 
(19
)
 
(1
)
Shareholders’ equity
7,362

 
6,755

 
6,636

 
6,573

 
6,517

 
845

 
13

Total liabilities and shareholders’ equity
$
73,123

 
$
71,596

 
$
70,801

 
$
69,281

 
$
67,865

 
$
5,258

 
8
 %

14


Table 4 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued) (3)
 
 
 
 
 
 
 
 
 
 
 
Average Yield Rates (2)
 
Three Months Ended
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
Fully-taxable equivalent basis (1)
2016
 
2016
 
2015
 
2015
 
2015
Assets:
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
0.25
%
 
0.21
%
 
0.08
%
 
0.06
%
 
0.08
%
Loans held for sale
3.89

 
3.99

 
4.24

 
3.81

 
3.32

Securities:
 
 
 
 
 
 
 
 
 
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
Taxable
2.37

 
2.39

 
2.50

 
2.51

 
2.60

Tax-exempt
3.38

 
3.40

 
3.15

 
3.12

 
3.13

Total available-for-sale and other securities
2.64

 
2.65

 
2.64

 
2.63

 
2.71

Trading account securities
0.98

 
0.50

 
1.09

 
0.97

 
1.00

Held-to-maturity securities—taxable
2.44

 
2.43

 
2.45

 
2.46

 
2.50

Total securities
2.56

 
2.56

 
2.58

 
2.59

 
2.65

Loans and leases: (3)
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
3.49

 
3.52

 
3.47

 
3.58

 
3.61

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
3.70

 
3.51

 
3.45

 
3.52

 
3.60

Commercial
3.35

 
3.59

 
3.31

 
3.43

 
3.41

Commercial real estate
3.41

 
3.57

 
3.34

 
3.45

 
3.45

Total commercial
3.47

 
3.53

 
3.45

 
3.55

 
3.58

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
3.15

 
3.17

 
3.22

 
3.23

 
3.20

Home equity
4.17

 
4.20

 
4.01

 
4.01

 
3.97

Residential mortgage
3.65

 
3.69

 
3.67

 
3.71

 
3.72

Other consumer
10.28

 
10.02

 
9.17

 
8.88

 
8.45

Total consumer
3.79

 
3.81

 
3.74

 
3.75

 
3.73

Total loans and leases
3.63

 
3.67

 
3.59

 
3.65

 
3.65

Total earning assets
3.41

 
3.44

 
3.37

 
3.42

 
3.45

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing

 

 

 

 

Demand deposits—interest-bearing
0.09

 
0.09

 
0.08

 
0.07

 
0.06

Total demand deposits
0.03

 
0.03

 
0.02

 
0.02

 
0.02

Money market deposits
0.24

 
0.24

 
0.23

 
0.23

 
0.22

Savings and other domestic deposits
0.11

 
0.13

 
0.14

 
0.14

 
0.14

Core certificates of deposit
0.79

 
0.82

 
0.83

 
0.80

 
0.78

Total core deposits
0.22

 
0.23

 
0.23

 
0.23

 
0.22

Other domestic time deposits of $250,000 or more
0.40

 
0.41

 
0.40

 
0.43

 
0.44

Brokered deposits and negotiable CDs
0.40

 
0.38

 
0.19

 
0.17

 
0.17

Deposits in foreign offices
0.13

 
0.13

 
0.13

 
0.13

 
0.13

Total deposits
0.23

 
0.24

 
0.23

 
0.22

 
0.22

Short-term borrowings
0.36

 
0.32

 
0.09

 
0.09

 
0.14

Long-term debt
1.85

 
1.68

 
1.49

 
1.45

 
1.45

Total interest-bearing liabilities
0.50

 
0.46

 
0.41

 
0.39

 
0.36

Net interest rate spread
2.91

 
2.98

 
2.96

 
3.03

 
3.09

Impact of noninterest-bearing funds on margin
0.15

 
0.13

 
0.13

 
0.13

 
0.11

Net interest margin
3.06
%
 
3.11
%
 
3.09
%
 
3.16
%
 
3.20
%
(1)
FTE yields are calculated assuming a 35% tax rate.
(2)
Loan, lease, and deposit average rates include impact of applicable derivatives, non-deferrable fees, and amortized fees.

15


(3)
For purposes of this analysis, NALs are reflected in the average balances of loans.

2016 Second Quarter versus 2015 Second Quarter

FTE net interest income for the 2016 second quarter increased $17 million, or 3%, from the 2015 second quarter. This reflected the benefit from the $5.3 billion, or 8%, increase in average earning assets partially offset by a 14 basis point reduction in the FTE net interest margin to 3.06%. Average earning asset growth included a $4.0 billion, or 8%, increase in average loans and leases and a $2.0 billion, or 15%, increase in average securities. The NIM contraction reflected a 14 basis point increase in funding costs, primarily associated with the issuance of debt over the past five quarters and a 4 basis point decrease in earning asset yields, partially offset by a 4 basis point increase in the benefit from noninterest-bearing funds. Core deposit yields were unchanged.
Average earning assets for the 2016 second quarter increased $5.3 billion, or 8%, from the year-ago quarter. The increase was driven by:
$2.1 billion, or 26%, increase in average automobile loans. The 2016 second quarter represented the tenth consecutive quarter of greater than $1.0 billion in automobile loan originations, while maintaining our underwriting consistency and discipline.
$2.0 billion, or 15%, increase in average securities, primarily reflecting the reinvestment of cash flows and additional investment in Liquidity Coverage Ratio (LCR) Level 1 qualifying securities and a $0.6 billion increase in direct purchase municipal instruments in our Commercial Banking segment.
$1.5 billion, or 8%, increase in average C&I loans and leases, reflecting growth in equipment finance leases, automobile dealer floorplan lending, and corporate banking.
$0.3 billion, or 6%, increase in average residential mortgage loans, reflecting increased demand for mortgage loans across our portfolio.
Partially offset by:
$0.7 billion, or 55%, decrease in average loans held-for-sale, primarily related to automobile loans that were securitized and sold late in the year-ago quarter.
Average total deposits for the 2016 second quarter increased $2.8 billion, or 5%, from the year-ago quarter, including a $2.7 billion, or 5%, increase in average total core deposits. Average total interest-bearing liabilities increased $3.8 billion, or 9%, from the year-ago quarter. Year-over-year changes in total liabilities reflected:
$2.5 billion, or 11%, increase in average demand deposits, including a $1.9 billion, or 28%, increase in average interest-bearing demand deposits and a $0.6 billion, or 4%, increase in average noninterest-bearing demand deposits. The increase in average total demand deposits was comprised of a $1.6 billion, or 12%, increase in average commercial demand deposits and a $0.8 billion, or 10%, increase in average consumer demand deposits.
$1.7 billion, or 23%, increase in average total debt, reflecting the issuance of $3.1 billion of senior debt over the past five quarters, partially offset by a $1.1 billion, or 52%, decrease in average short-term borrowings.
$0.7 billion, or 4%, increase in average money market deposits, reflecting improvements in cross-sell and targeted marketing.
Partially offset by:
$0.6 billion, or 24%, decrease in average core certificates of deposit due to the continued strategic focus on changing the funding sources to low- and no-cost demand, savings, and money market deposits.
$0.4 billion, or 63%, decrease in deposits in foreign offices, reflecting targeted sales efforts to move existing sweep account deposit relationships into more efficient domestic, interest-bearing demand deposits.
2016 Second Quarter versus 2016 First Quarter

Compared to the 2016 first quarter, FTE net interest income increased $4 million, or 1%. Average earning assets increased $1.6 billion, or 2%, sequentially, and the NIM decreased 5 basis points. The decrease in the NIM reflected a 3 basis point decrease in earning asset yields, partially reflecting the approximately 2 basis point benefit from recoveries of previously charged-off CRE loans in the 2016 first quarter, and a 4 basis point increase in the cost of interest-bearing liabilities as a result of senior debt financing, partially offset by a 2 basis point increase in the benefit from noninterest-bearing funds.

16


Compared to the 2016 first quarter, average earning assets increased $1.6 billion, or 2%. This increase reflected a $1.3 billion increase in average loans and leases, primarily comprised of a $0.7 billion in average C&I loans and a $0.4 billion increase in average automobile loans, and a $0.2 billion increase in average securities.
Compared to the 2016 first quarter, average total core deposits increased $0.5 billion, or 1%, primarily reflecting a $0.7 billion, or 9%, increase in average interest-bearing demand deposits. Average total debt increased $0.6 billion, or 7%, reflecting the $1.0 billion senior debt issuance late in the 2016 first quarter, as well as fluctuations in short-term borrowings as part of normal balance sheet management.
 
 
 
 
 
 
 
 
 
 
 
 
Table 5 - Consolidated YTD Average Balance Sheets and Net Interest Margin Analysis
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
YTD Average Balances
 
YTD Average Rates (2)
 
Six months ended June 30,
 
Change
 
Six months ended June 30,
Fully-taxable equivalent basis (1)
2016
 
2015
 
Amount
 
Percent
 
2016
 
2015
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
$
98

 
$
91

 
$
7

 
8
 %
 
0.23
%
 
0.13
%
Loans held for sale
502

 
829

 
(327
)
 
(39
)
 
3.93

 
3.39

Securities:
 
 
 
 


 


 
 
 
 
Available-for-sale and other securities:
 
 
 
 


 


 
 
 
 
Taxable
6,768

 
7,791

 
(1,023
)
 
(13
)
 
2.38

 
2.55

Tax-exempt
2,434

 
1,952

 
482

 
25

 
3.39

 
3.09

Total available-for-sale and other securities
9,202

 
9,743

 
(541
)
 
(6
)
 
2.65

 
2.66

Trading account securities
40

 
47

 
(7
)
 
(15
)
 
0.75

 
1.10

Held-to-maturity securities—taxable
5,930

 
3,335

 
2,595

 
78

 
2.44

 
2.48

Total securities
15,172

 
13,125

 
2,047

 
16

 
2.56

 
2.61

Loans and leases: (3)
 
 
 
 


 


 
 
 
 
Commercial:
 
 
 
 


 


 
 
 
 
Commercial and industrial
20,996

 
19,469

 
1,527

 
8

 
3.51

 
3.47

Commercial real estate:
 
 
 
 


 


 
 
 
 
Construction
902

 
929

 
(27
)
 
(3
)
 
3.60

 
3.70

Commercial
4,314

 
4,244

 
70

 
2

 
3.47

 
3.49

Commercial real estate
5,216

 
5,173

 
43

 
1

 
3.49

 
3.53

Total commercial
26,212

 
24,642

 
1,570

 
6

 
3.50

 
3.48

Consumer:
 
 
 
 


 


 
 
 
 
Automobile
9,938

 
8,431

 
1,507

 
18

 
3.16

 
3.22

Home equity
8,429

 
8,494

 
(65
)
 
(1
)
 
4.18

 
4.00

Residential mortgage
6,102

 
5,835

 
267

 
5

 
3.67

 
3.73

Other consumer
594

 
438

 
156

 
36

 
10.16

 
8.33

Total consumer
25,063

 
23,198

 
1,865

 
8

 
3.80

 
3.73

Total loans and leases
51,275

 
47,840

 
3,435

 
7

 
3.65

 
3.61

Allowance for loan and lease losses
(610
)
 
(610
)
 

 

 
 
 
 
Net loans and leases
50,665

 
47,230

 
3,435

 
7

 
 
 
 
Total earning assets
67,047

 
61,885

 
5,162

 
8

 
3.43
%
 
3.41
%
Cash and due from banks
1,007

 
930

 
77

 
8

 
 
 
 
Intangible assets
728

 
670

 
58

 
9

 
 
 
 
All other assets
4,187

 
4,180

 
7

 

 
 
 
 

17


Total assets
$
72,359

 
$
67,055

 
$
5,304

 
8
 %
 
 
 
 
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
16,421

 
$
15,575

 
$
846

 
5
 %
 
%
 
%
Demand deposits—interest-bearing
8,111

 
6,380

 
1,731

 
27

 
0.09

 
0.05

Total demand deposits
24,532

 
21,955

 
2,577

 
12

 
0.03

 
0.02

Money market deposits
19,608

 
19,084

 
524

 
3

 
0.24

 
0.22

Savings and other domestic deposits
5,354

 
5,220

 
134

 
3

 
0.12

 
0.14

Core certificates of deposit
2,136

 
2,726

 
(590
)
 
(22
)
 
0.81

 
0.77

Total core deposits
51,630

 
48,985

 
2,645

 
5

 
0.22

 
0.22

Other domestic time deposits of $250,000 or more
429

 
190

 
239

 
126

 
0.40

 
0.43

Brokered deposits and negotiable CDs
2,903

 
2,651

 
252

 
10

 
0.39

 
0.17

Deposits in foreign offices
236

 
559

 
(323
)
 
(58
)
 
0.13

 
0.13

Total deposits
55,198

 
52,385

 
2,813

 
5

 
0.24

 
0.22

Short-term borrowings
1,089

 
2,018

 
(929
)
 
(46
)
 
0.33

 
0.13

Long-term debt
7,549

 
4,744

 
2,805

 
59

 
1.77

 
1.38

Total interest-bearing liabilities
47,415

 
43,572

 
3,843

 
9

 
0.48

 
0.34

All other liabilities
1,465

 
1,441

 
24

 
2

 
 
 
 
Shareholders’ equity
7,058

 
6,467

 
591

 
9

 
 
 
 
Total liabilities and shareholders’ equity
$
72,359

 
$
67,055

 
$
5,304

 
8
 %
 
 
 
 
Net interest rate spread
 
 
 
 
 
 
 
 
2.94

 
3.07

Impact of noninterest-bearing funds on margin
 
 
 
 
 
 
 
 
0.14

 
0.10

Net interest margin
 
 
 
 
 
 
 
 
3.08
%
 
3.17
%

(1)
FTE yields are calculated assuming a 35% tax rate.
(2)
Loan, lease, and deposit average rates include the impact of applicable derivatives, non-deferrable fees, and amortized deferred fees.
(3)
For purposes of this analysis, nonaccrual loans are reflected in the average balances of loans.

2016 First Six months versus 2015 First Six months

FTE net interest income for the first six-month period of 2016 increased $54 million, or 6%, reflecting the benefit of a $5.2 billion, or 8%, increase in average total earning assets. The fully-taxable equivalent net interest margin decreased to 3.08% from 3.17%. The increase in average earning assets reflected:
$2.0 billion, or 16%, increase in average securities, primarily reflecting the reinvestment of cash flows and additional investment in Liquidity Coverage Ratio (LCR) Level 1 qualifying securities and an increase in direct purchase municipal instruments in our Commercial Banking segment.
$1.5 billion, or 8%, increase in average C&I loans and leases, reflecting growth in equipment finance leases, automobile dealer floorplan lending, and corporate banking.
$1.5 billion, or 18%, increase in average automobile loans. The 2016 second quarter represented the tenth consecutive quarter of greater than $1.0 billion in automobile loan originations, while maintaining our underwriting consistency and discipline.


18


Provision for Credit Losses
(This section should be read in conjunction with the Credit Risk section.)
The provision for credit losses is the expense necessary to maintain the ALLL and the AULC at levels appropriate to absorb our estimate of credit losses in the loan and lease portfolio and the portfolio of unfunded loan commitments and letters-of-credit.
The provision for credit losses for the 2016 second quarter was $25 million compared with $28 million for the 2016 first quarter and $20 million for the 2015 second quarter. The provision for credit losses for the 2016 second quarter increased $4 million, or 20%, compared to year-ago period. On a year-to-date basis, provision for credit losses for the first six-month period of 2016 was $52 million, an increase of $11 million, or 27%, compared to year-ago period (See Credit Quality discussion). Given the low level of the provision for credit losses and the uneven nature of commercial charge-offs and recoveries, some degree of volatility on a quarter-to-quarter basis is expected.
Noninterest Income
The following table reflects noninterest income for each of the past five quarters:
 
Table 6 - Noninterest Income
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
2Q16 vs 2Q15
 
2Q16 vs 1Q16
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
Change
 
Change
 
2016
 
2016
 
2015
 
2015
 
2015
 
Amount
 
Percent
 
Amount
 
Percent
Service charges on deposit accounts
$
75,613

 
$
70,262

 
$
72,854

 
$
75,157

 
$
70,118

 
$
5,495

 
8
 %
 
$
5,351

 
8
 %
Cards and payment processing income
39,184

 
36,447

 
37,594

 
36,664

 
35,886

 
3,298

 
9

 
2,737

 
8

Mortgage banking income
31,591

 
18,543

 
31,418

 
18,956

 
38,518

 
(6,927
)
 
(18
)
 
13,048

 
70

Trust services
22,497

 
22,838

 
25,272

 
24,972

 
26,550

 
(4,053
)
 
(15
)
 
(341
)
 
(1
)
Insurance income
15,947

 
16,225

 
15,528

 
16,204

 
17,637

 
(1,690
)
 
(10
)
 
(278
)
 
(2
)
Brokerage income
14,599

 
15,502

 
14,462

 
15,059

 
15,184

 
(585
)
 
(4
)
 
(903
)
 
(6
)
Capital markets fees
13,037

 
13,010

 
13,778

 
12,741

 
13,192

 
(155
)
 
(1
)
 
27

 

Bank owned life insurance income
12,536

 
13,513

 
13,441

 
12,719

 
13,215

 
(679
)
 
(5
)
 
(977
)
 
(7
)
Gain on sale of loans
9,265

 
5,395

 
10,122

 
5,873

 
12,453

 
(3,188
)
 
(26
)
 
3,870

 
72

Securities gains (losses)
656

 

 
474

 
188

 
82

 
574

 
700

 
656

 

Other income
36,187

 
30,132

 
37,272

 
34,586

 
38,938

 
(2,751
)
 
(7
)
 
6,055

 
20

Total noninterest income
$
271,112

 
$
241,867

 
$
272,215

 
$
253,119

 
$
281,773

 
$
(10,661
)
 
(4
)%
 
$
29,245

 
12
 %

2016 Second Quarter versus 2015 Second Quarter

Noninterest income for the 2016 second quarter decreased $11 million, or 4%, from the year-ago quarter. The year-over-year decrease primarily reflected:
$7 million, or 18%, decrease in mortgage banking income, primarily as a result of an $8 million impact from net MSR activity.
$4 million, or 15%, decrease in trust services, primarily related to the sale of HAA, HASI, and Unified, and the transition of the remaining Huntington Funds at the end of the 2015 fourth quarter.
$3 million, or 26%, decrease in gain on sale of loans, primarily reflecting the $5 million gain from the automobile loan securitization in the year-ago quarter.
Partially offset by:
$5 million, or 8%, increase in service charges on deposit accounts, reflecting the benefit of continued new customer acquisition including a 4% increase in consumer checking households and a 3% increase in commercial checking relationships.

19


$3 million, or 9%, increase in cards and payment processing income, due to higher card related income and underlying customer growth.

2016 Second Quarter versus 2016 First Quarter

Compared to the 2016 first quarter, total noninterest income increased $29 million, or 12%. Mortgage banking income increased $13 million, or 70%, primarily driven by an $8 million, or 45%, increase in origination and secondary marketing income and a $4 million increase in net MSR activity. Other income increased $6 million, or 20%, primarily related to Huntington Technology Finance lease activity. Gain on sale of loans increased $4 million, or 72%, due to seasonally weak SBA loan sales in the prior quarter.


Table 7 - Noninterest Income—2016 First Six Months vs. 2015 First Six Months
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Service charges on deposit accounts
$
145,875

 
$
132,338

 
$
13,537

 
10
 %
Cards and payment processing income
75,631

 
68,457

 
7,174

 
10

Mortgage banking income
50,134

 
61,479

 
(11,345
)
 
(18
)
Trust services
45,335

 
55,589

 
(10,254
)
 
(18
)
Insurance income
32,172

 
33,532

 
(1,360
)
 
(4
)
Brokerage income
30,101

 
30,684

 
(583
)
 
(2
)
Capital markets fees
26,047

 
27,097

 
(1,050
)
 
(4
)
Bank owned life insurance income
26,049

 
26,240

 
(191
)
 
(1
)
Gain on sale of loans
14,660

 
17,042

 
(2,382
)
 
(14
)
Securities gains (losses)
656

 
82

 
574

 
700

Other income
66,319

 
60,856

 
5,463

 
9

Total noninterest income
$
512,979

 
$
513,396

 
$
(417
)
 
 %

The $0.4 million, or less than 1%, decrease in total noninterest income reflected:
$11 million, or 18%, decrease in mortgage banking income, primarily as a result of a $10 million impact from net MSR activity.
$10 million, or 18%, decrease in trust services, primarily related to the sale of HAA, HASI, and Unified, and the transition of the remaining Huntington Funds at the end of the 2015 fourth quarter.
Partially offset by:
$14 million, or 10%, increase service charges on deposit accounts, reflecting the benefit of continued new customer acquisition.
$7 million, or 10%, increase in cards and payment processing income, due to higher card related income and underlying customer growth.
$5 million, or 9% increase in other income, primarily reflecting equipment operating lease income related to Huntington Technology Finance.

Noninterest Expense
(This section should be read in conjunction with Significant Item 1.)

The following table reflects noninterest expense for each of the past five quarters: 

20


Table 8 - Noninterest Expense
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
2Q16 vs 2Q15
 
2Q16 vs 1Q16
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
Change
 
Change
 
2016
 
2016
 
2015
 
2015
 
2015
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
298,949

 
$
285,397

 
$
288,861

 
$
286,270

 
$
282,135

 
$
16,814

 
6
 %
 
$
13,552

 
5
 %
Outside data processing and other services
63,037

 
61,878

 
63,775

 
58,535

 
58,508

 
4,529

 
8

 
1,159

 
2

Equipment
31,805

 
32,576

 
31,711

 
31,303

 
31,694

 
111

 

 
(771
)
 
(2
)
Net occupancy
30,704

 
31,476

 
32,939

 
29,061

 
28,861

 
1,843

 
6

 
(772
)
 
(2
)
Marketing
14,773

 
12,268

 
12,035

 
12,179

 
15,024

 
(251
)
 
(2
)
 
2,505

 
20

Professional services
21,488

 
13,538

 
13,010

 
11,961

 
12,593

 
8,895

 
71

 
7,950

 
59

Deposit and other insurance expense
12,187

 
11,208

 
11,105

 
11,550

 
11,787

 
400

 
3

 
979

 
9

Amortization of intangibles
3,600

 
3,712

 
3,788

 
3,913

 
9,960

 
(6,360
)
 
(64
)
 
(112
)
 
(3
)
Other expense
47,118

 
39,027

 
41,542

 
81,736

 
41,215

 
5,903

 
14

 
8,091

 
21

Total noninterest expense
$
523,661

 
$
491,080

 
$
498,766

 
$
526,508

 
$
491,777

 
$
31,884

 
6
 %
 
$
32,581

 
7
 %
Number of employees (average full-time equivalent)
12,363

 
12,386

 
12,418

 
12,367

 
12,274

 
89

 
1
 %
 
(23
)
 
 %
Impacts of Significant Items:
 
Three Months Ended
 
June 30,
 
March 31,
 
June 30,
 
2016
 
2016
 
2015
Personnel costs
$
4,732

 
$
474

 
$
319

Outside data processing and other services
3,045

 
363

 
755

Equipment
3

 

 

Net occupancy
490

 
20

 

Marketing
241

 
13

 
27

Professional services
10,709

 
4,288

 
374

Other expense
1,569

 
1,248

 
26

Total noninterest expense adjustments
$
20,789

 
$
6,406

 
$
1,501

 
Adjusted Noninterest Expense (Non-GAAP):
 
Three Months Ended
 
2Q16 vs 2Q15
 
2Q16 vs 1Q16
 
June 30,
 
March 31,
 
June 30,
 
Change
 
Change
 
2016
 
2016
 
2015
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
294,217

 
$
284,923

 
$
281,816

 
$
12,401

 
4
 %
 
$
9,294

 
3
 %
Outside data processing and other services
59,992

 
61,515

 
57,753

 
2,239

 
4

 
(1,523
)
 
(2
)
Equipment
31,802

 
32,576

 
31,694

 
108

 

 
(774
)
 
(2
)
Net occupancy
30,214

 
31,456

 
28,861

 
1,353

 
5

 
(1,242
)
 
(4
)
Marketing
14,532

 
12,255

 
14,997

 
(465
)
 
(3
)
 
2,277

 
19

Professional services
10,779

 
9,250

 
12,219

 
(1,440
)
 
(12
)
 
1,529

 
17

Deposit and other insurance expense
12,187

 
11,208

 
11,787

 
400

 
3

 
979

 
9

Amortization of intangibles
3,600

 
3,712

 
9,960

 
(6,360
)
 
(64
)
 
(112
)
 
(3
)
Other expense
45,549

 
37,779

 
41,189

 
4,360

 
11

 
7,770

 
21

Total adjusted noninterest expense
$
502,872

 
$
484,674

 
$
490,276

 
$
12,596

 
3
 %
 
$
18,198

 
4
 %


21


2016 Second Quarter versus 2015 Second Quarter

Reported noninterest expense for the 2016 second quarter increased $32 million, or 6%, from the year-ago quarter. Changes in reported noninterest expense primarily reflect:
$17 million, or 6%, increase in personnel costs, reflecting a $10 million increase in salaries and a $7 million increase in benefits expense. These increases are primarily the result of annual compensation increases coupled with a 1% increase in the number of average full-time equivalent employees, largely related to the build-out of the in-store strategy, as well as higher healthcare expenses.  Personnel costs in the 2016 second quarter included $5 million of Significant Items, primarily comprised of personnel expense related to technology development for systems conversions and fully-dedicated personnel for merger and integration efforts.
$9 million, or 71%, increase in professional services expense, primarily reflecting $11 million of legal and consulting expense related to the pending FirstMerit acquisition.
$6 million, or 14%, increase in other expense, primarily impacted by litigation reserve adjustments and included $2 million of Significant Items related to the pending FirstMerit acquisition.
$5 million, or 8%, increase in outside data processing and other services expense, primarily related to ongoing technology investments and including $3 million of Significant Items related to the pending FirstMerit acquisition.
Partially offset by:
$6 million, or 64%, decrease in amortization of intangibles reflecting the full amortization of the core deposit intangible from the Sky Financial acquisition at the end of the 2015 second quarter.
2016 Second Quarter versus 2016 First Quarter

Reported noninterest expense increased $33 million, or 7%, from the 2016 first quarter. Personnel costs increased $14 million, or 5%, primarily related to incentive compensation and $5 million of Significant Items in the 2016 second quarter compared to less than $1 million of Significant Items in the prior quarter. Other expense increased $8 million, or 21%, primarily reflecting litigation reserve adjustments as well as $2 million of Significant Items in the 2016 second quarter compared to $1 million of Significant Items in the prior quarter. Professional services expense increased $8 million, or 59%, primarily reflecting $11 million of Significant Items in the 2016 second quarter compared to $4 million of Significant Items in the prior quarter.


Table 9 - Noninterest Expense—2016 First Six Months vs. 2015 First Six Months
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Personnel costs
$
584,346

 
$
547,051

 
$
37,295

 
7
 %
Outside data processing and other services
124,915

 
109,043

 
15,872

 
15

Equipment
64,381

 
61,943

 
2,438

 
4

Net occupancy
62,180

 
59,881

 
2,299

 
4

Marketing
27,041

 
27,999

 
(958
)
 
(3
)
Professional services
35,026

 
25,320

 
9,706

 
38

Deposit and other insurance expense
23,395

 
21,954

 
1,441

 
7

Amortization of intangibles
7,312

 
20,166

 
(12,854
)
 
(64
)
Other expense
86,145

 
77,277

 
8,868

 
11

Total noninterest expense
$
1,014,741

 
$
950,634

 
$
64,107

 
7
 %
Impacts of Significant Items: 

22


 
Six months ended June 30,
 
2016
 
2015
Personnel costs
$
5,206

 
$
320

Outside data processing and other services
3,408

 
806

Equipment
3

 

Net occupancy
510

 

Marketing
254

 
28

Professional services
14,997

 
3,660

Other expense
2,817

 
38

Total noninterest expense adjustments
$
27,195

 
$
4,852

Adjusted Noninterest Expense (Non-GAAP):
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Personnel costs
$
579,140

 
$
546,731

 
$
32,409

 
6
 %
Outside data processing and other services
121,507

 
108,237

 
13,270

 
12

Equipment
64,378

 
61,943

 
2,435

 
4

Net occupancy
61,670

 
59,881

 
1,789

 
3

Marketing
26,787

 
27,971

 
(1,184
)
 
(4
)
Professional services
20,029

 
21,660

 
(1,631
)
 
(8
)
Deposit and other insurance expense
23,395

 
21,954

 
1,441

 
7

Amortization of intangibles
7,312

 
20,166

 
(12,854
)
 
(64
)
Other expense
83,328

 
77,239

 
6,089

 
8

Total noninterest expense adjustments
$
987,546

 
$
945,782

 
$
41,764

 
4
 %

Reported noninterest expense increased $64 million, or 7%. Excluding the impact of Significant Items, noninterest expense increased $42 million, or 4%. Changes in reported noninterest expense primarily reflect:
$37 million, or 7%, increase in personnel costs. Excluding the impact of significant items, personnel costs increased $32 million, or 6%, primarily due to a $26 million increase in salaries and an $11 million increase in benefit expense. The increase in salaries and benefits reflect annual merit increases, and a less than 1 percent increase in the number of average full-time equivalent employees, along with higher healthcare expenses.
$16 million, or 15%, increase in outside data processing and other services. Excluding the impact of significant items, outside data processing and other services increased $13 million, or 12%, primarily related to ongoing technology investments.
$10 million, or 38%, increase in professional services expense. Excluding the impact of significant items, professional services expense decreased $2 million, or 8%, primarily reflecting decrease in legal and consulting expense not related to the pending FirstMerit acquisition.
$9 million, or 11%, increase in other expense. Excluding the impact of significant items, other expense increased $6 million, or 8%, primarily impacted by litigation reserve adjustments.
Partially offset by:
$13 million, or 64%, decrease in amortization of intangibles reflecting the full amortization of the core deposit intangible from the Sky Financial acquisition at the end of the 2015 second quarter.


Provision for Income Taxes
The provision for income taxes in the 2016 second quarter was $54 million. This compared with a provision for income taxes of $64 million in the 2015 second quarter and $55 million in the 2016 first quarter. The provision for income taxes for the six-month periods ended June 30, 2016 and June 30, 2015 was $109 million and $118 million, respectively. All periods included the benefits from tax-exempt income, tax-advantaged investments, general business credits, investments in qualified affordable housing projects, and capital losses. The net federal deferred tax liability was $34 million and the net state deferred tax asset was $42 million at June 30, 2016.

23


We file income tax returns with the IRS and various state, city, and foreign jurisdictions. Federal income tax audits have been completed for tax years through 2009. The IRS is currently examining our 2010 and 2011 consolidated federal income tax returns. Various state and other jurisdictions remain open to examination, including Ohio, Kentucky, Indiana, Michigan, Pennsylvania, West Virginia, and Illinois.
RISK MANAGEMENT AND CAPITAL
We use a multi-faceted approach to risk governance. It begins with the board of directors defining our risk appetite as aggregate moderate-to-low. Risk awareness, identification and assessment, reporting, and active management are key elements in overall risk management. Controls include, among others, effective segregation of duties, access, authorization and reconciliation procedures, as well as staff education and a disciplined assessment process.
We identify primary risks, and the sources of those risks, across the Company. We utilize Risk and Control Self-Assessments (RCSA) to identify exposure risks. Through this RCSA process, we continually assess the effectiveness of controls associated with the identified risks, regularly monitor risk profiles and material exposure to losses, and identify stress events and scenarios to which we may be exposed. Our chief risk officer is responsible for ensuring that appropriate systems of controls are in place for managing and monitoring risk across the Company. Potential risk concerns are shared with the Risk Management Committee, Risk Oversight Committee (ROC), and the board of directors, as appropriate. Our internal audit department performs on-going independent reviews of the risk management process and ensures the adequacy of documentation. The results of these reviews are regularly reported to the audit committee and board of directors. In addition, our Credit Review group performs ongoing independent testing of our loan portfolio, the results of which are regularly reviewed with our Risk Oversight Committee.
We believe that our primary risk exposures are credit, market, liquidity, operational, and compliance oriented. More information on risk can be found in the Risk Factors section included in Item 1A of our 2015 Form 10-K and subsequent filings with the SEC. The MD&A included in our 2015 Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the Form 10-K. This MD&A should also be read in conjunction with the financial statements, notes and other information contained in this report. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented in the 2015 Form 10-K.
Credit Risk
Credit risk is the risk of financial loss if a counterparty is not able to meet the agreed upon terms of the financial obligation. The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. We also have credit risk associated with our AFS and HTM securities portfolios (see Note 5 and Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements). We engage with other financial counterparties for a variety of purposes including investing, asset and liability management, mortgage banking, and trading activities. While there is credit risk associated with derivative activity, we believe this exposure is minimal.
We continue to focus on the identification, monitoring, and managing of our credit risk. In addition to the traditional credit risk mitigation strategies of credit policies and processes, market risk management activities, and portfolio diversification, we use quantitative measurement capabilities utilizing external data sources, enhanced use of modeling technology, and internal stress testing processes. Our portfolio management resources demonstrate our commitment to maintaining an aggregate moderate-to-low risk profile. In our efforts to continue to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers.
Loan and Lease Credit Exposure Mix
Refer to the “Loan and Lease Credit Exposure Mix” section of our 2015 Form 10-K for a brief description of each portfolio segment. The table below provides the composition of our total loan and lease portfolio:
 

24


Table 10 - Loan and Lease Portfolio Composition
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Ending Balances by Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
21,372

 
41
%
 
$
21,254

 
41
%
 
$
20,560

 
41
%
 
$
20,040

 
40
%
 
$
20,003

 
41
%
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
856

 
2

 
939

 
2

 
1,031

 
2

 
1,110

 
2

 
1,021

 
2

Commercial
4,466

 
7

 
4,343

 
8

 
4,237

 
8

 
4,294

 
9

 
4,192

 
9

Commercial real estate
5,322

 
9

 
5,282

 
10

 
5,268

 
10

 
5,404

 
11

 
5,213

 
11

Total commercial
26,694

 
50

 
26,536

 
51

 
25,828

 
51

 
25,444

 
51

 
25,216

 
52

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
10,381

 
20

 
9,920

 
19

 
9,481

 
19

 
9,160

 
19

 
8,549

 
18

Home equity
8,447

 
17

 
8,422

 
17

 
8,471

 
17

 
8,461

 
17

 
8,526

 
17

Residential mortgage
6,377

 
12

 
6,082

 
12

 
5,998

 
12

 
6,071

 
12

 
5,987

 
12

Other consumer
644

 
1

 
579

 
1

 
563

 
1

 
520

 
1

 
474

 
1

Total consumer
25,849

 
50

 
25,003

 
49

 
24,513

 
49

 
24,212

 
49

 
23,536

 
48

Total loans and leases
$
52,543

 
100
%
 
$
51,539

 
100
%
 
$
50,341

 
100
%
 
$
49,656

 
100
%
 
$
48,752

 
100
%

Our loan portfolio is diversified by consumer and commercial credit. At the corporate level, we manage the credit exposure in part via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned limits as a percentage of capital. C&I lending by NAICS categories, specific limits for CRE primary project types, loans secured by residential real estate, shared national credit exposure, and designated high risk loan definitions represent examples of specifically tracked components of our concentration management process. Currently there are no identified concentrations that exceed the established limit. Our concentration management policy is approved by the ROC and is one of the strategies used to ensure a high quality, well diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low risk profile. Changes to existing concentration limits require the approval of the ROC prior to implementation, incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics.
The table below provides our total loan and lease portfolio segregated by the type of collateral securing the loan or lease. The changes in the collateral composition from December 31, 2015 are consistent with the portfolio growth metrics.

25


 
Table 11 - Loan and Lease Portfolio by Collateral Type
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Secured loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial
$
8,071

 
15
%
 
$
8,247

 
16
%
 
$
8,296

 
16
%
 
$
8,470

 
17
%
 
$
8,479

 
17
%
Real estate—consumer
14,824

 
28

 
14,504

 
28

 
14,469

 
29

 
14,532

 
29

 
14,513

 
30

Vehicles
12,851

 
24

 
12,374

 
24

 
11,880

 
24

 
11,228

 
23

 
10,527

 
22

Receivables/Inventory
6,030

 
11

 
6,192

 
12

 
5,961

 
12

 
6,010

 
12

 
6,064

 
12

Machinery/Equipment
5,871

 
11

 
5,645

 
11

 
5,171

 
10

 
4,950

 
10

 
4,779

 
10

Securities/Deposits
1,013

 
2

 
969

 
2

 
974

 
2

 
1,054

 
2

 
1,095

 
2

Other
1,011

 
4

 
1,108

 
2

 
987

 
2

 
1,057

 
2

 
1,076

 
2

Total secured loans and leases
49,671

 
95

 
49,039

 
95

 
47,738

 
95

 
47,301

 
95

 
46,533

 
95

Unsecured loans and leases
2,872

 
5

 
2,500

 
5

 
2,603

 
5

 
2,355

 
5

 
2,219

 
5

Total loans and leases
$
52,543

 
100
%
 
$
51,539

 
100
%
 
$
50,341

 
100
%
 
$
49,656

 
100
%
 
$
48,752

 
100
%
Commercial Credit
Refer to the “Commercial Credit” section of our 2015 Form 10-K for our commercial credit underwriting and on-going credit management processes.
C&I PORTFOLIO
The C&I portfolio continues to have solid origination activity as evidenced by its growth over the past 12 months and we maintain a focus on high quality originations. Problem loans had trended downward over the last several years, reflecting a combination of proactive risk identification and effective workout strategies implemented by the SAD. However, over the past year, C&I problem loans began to increase, primarily as a result of oil and gas exploration and production customers and the increase in overall C&I loan portfolio size. We continue to maintain a proactive approach to identifying borrowers that may be facing financial difficulty in order to maximize the potential solutions. Subsequent to the origination of the loan, the Credit Review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations.
We have a dedicated energy lending group that focuses on upstream companies (exploration and production or E&P firms) as well as midstream (pipeline transportation) companies. This lending group is comprised of colleagues with many years of experience in this area of specialized lending, through several economic cycles. The exposure to the E&P companies is centered in broadly syndicated reserve-based loans and is less than 1% of our total loans. All of these loans are secured and in a first-lien position. The customer base consists of larger firms that generally have had access to the capital markets and/or are backed by private equity firms. This lending group has no exposure to oil field services companies. However, we have a few legacy oil field services customers for which the remaining aggregate credit exposure is negligible.
The significant reduction in oil and gas prices over the past year has had a negative impact on the energy industry, particularly exploration and production companies as well as the oil field services providers. The impact of low prices for an extended period of time has had some level of adverse impact on most, if not all, borrowers in this segment. Most of these borrowers have, therefore, had recent downward adjustments to their risk ratings, which has increased our loan loss reserve.
We have other energy related exposures, including utilities, mining, wholesale distributors, transportation companies, gas stations, and pipelines. We continue to monitor these exposures closely. However, these exposures have different factors affecting their performance, and we have not seen the same level of volatility in performance or risk rating migration.
Consumer Credit
Refer to the “Consumer Credit” section of our 2015 Form 10-K for our consumer credit underwriting and on-going credit management processes.


26


Table 12 - Selected Home Equity and Residential Mortgage Portfolio Data
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
Home Equity
 
Residential Mortgage
 
Secured by first-lien
 
Secured by junior-lien
 
 
 
 
 
June 30,
2016
 
December 31,
2015
 
June 30,
2016
 
December 31,
2015
 
June 30,
2016
 
December 31,
2015
Ending balance
$
5,243

 
$
5,191

 
$
3,205

 
$
3,279

 
$
6,377

 
$
5,998

Portfolio weighted average LTV ratio(1)
72
%
 
72
%
 
82
%
 
82
%
 
75
%
 
75
%
Portfolio weighted average FICO score(2)
764

 
764

 
755

 
753

 
754

 
752

 
Home Equity
 
Residential Mortgage (3)
 
Secured by first-lien
 
Secured by junior-lien
 
 
 
 
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Originations
$
836

 
$
840

 
$
499

 
$
438

 
$
781

 
$
771

Origination weighted average LTV ratio(1)
73
%
 
74
%
 
85
%
 
84
%
 
83
%
 
84
%
Origination weighted average FICO score(2)
777

 
779

 
767

 
768

 
755

 
755

 
(1)
The LTV ratios for home equity loans and home equity lines-of-credit are cumulative and reflect the balance of any senior loans. LTV ratios reflect collateral values at the time of loan origination.
(2)
Portfolio weighted average FICO scores reflect currently updated customer credit scores whereas origination weighted average FICO scores reflect the customer credit scores at the time of loan origination.
(3)
Represents only owned-portfolio originations.
We are subject to repurchase risk associated with residential mortgage loans sold in the secondary market. An appropriate level of reserve for representations and warranties related to residential mortgage loans sold has been established to address this repurchase risk inherent in the portfolio.

Credit Quality
(This section should be read in conjunction with Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
We believe the most meaningful way to assess overall credit quality performance is through an analysis of credit quality performance ratios. This approach forms the basis of most of the discussion in the sections immediately following: NPAs and NALs, TDRs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, and product segmentation in the analysis of our credit quality performance.
Credit quality performance in the 2016 second quarter reflected continued overall positive results. NPA’s decreased 7% from the prior quarter to $490 million. Net charge-offs increased by $8 million from the prior quarter, primarily due to one large CRE recovery in the previous quarter, however NCOs were 0.13% of average total loans and leases. The ACL to total loans and leases ratio declined by 1 basis point to 1.33%, due to overall loan growth.
NPAs, NALs, AND TDRs
(This section should be read in conjunction with Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
NPAs and NALs
NPAs consist of (1) NALs, which represent loans and leases no longer accruing interest, (2) OREO properties, and (3) other NPAs. Any loan in our portfolio may be placed on nonaccrual status prior to the policies described below when collection of principal or interest is in doubt. Also, when a borrower with discharged non-reaffirmed debt in a Chapter 7 bankruptcy is identified and the loan is determined to be collateral dependent, the loan is placed on nonaccrual status.
C&I and CRE loans (except for purchased credit impaired loans) are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt.
Of the $313 million of CRE and C&I-related NALs at June 30, 2016, $236 million, or 75%, represented loans that were less than 30-days past due, demonstrating our continued commitment to proactive credit risk management. With the exception of residential mortgage loans guaranteed by government organizations which continue to accrue interest, first-lien loans

27


secured by residential mortgage collateral are placed on nonaccrual status at 150-days past due. Junior-lien home equity loans are placed on nonaccrual status at the earlier of 120-days past due or when the related first-lien loan has been identified as nonaccrual. Automobile and other consumer loans are generally charged-off prior to the loan reaching 120-days past due.
When loans are placed on nonaccrual, accrued interest income is reversed with current year accruals charged to interest income and prior year amounts generally charged-off as a credit loss. When, in our judgment, the borrower’s ability to make required interest and principal payments has resumed and collectability is no longer in doubt, the loan or lease could be returned to accrual status.
The following table reflects period-end NALs and NPAs detail for each of the last five quarters:
 
Table 13 - Nonaccrual Loans and Leases and Nonperforming Assets
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Nonaccrual loans and leases (NALs): (1)
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
289,811

 
$
307,824

 
$
175,195

 
$
157,902

 
$
149,713

Commercial real estate
23,663

 
30,801

 
28,984

 
27,516

 
43,888

Automobile
5,049

 
7,598

 
6,564

 
5,551

 
4,190

Residential mortgage
85,174

 
90,303

 
94,560

 
98,908

 
91,198

Home equity
56,845

 
62,208

 
66,278

 
66,446

 
75,282

Other consumer
5

 

 

 
154

 
68

Total nonaccrual loans and leases
460,547

 
498,734

 
371,581

 
356,477

 
364,339

Other real estate, net:
 
 
 
 
 
 
 
 
 
Residential
26,653

 
23,175

 
24,194

 
21,637

 
25,660

Commercial
2,248

 
2,957

 
3,148

 
3,273

 
3,572

Total other real estate, net
28,901

 
26,132

 
27,342

 
24,910

 
29,232

Other NPAs (2)
376

 

 

 

 
2,440

Total nonperforming assets
$
489,824

 
$
524,866

 
$
398,923

 
$
381,387

 
$
396,011

Nonaccrual loans and leases as a % of total loans and leases
0.88
%
 
0.97
%
 
0.74
%
 
0.72
%
 
0.75
%
NPA ratio (3)
0.93

 
1.02

 
0.79

 
0.77

 
0.81

(NPA+90days)/(Loan+OREO) (4)
1.12

 
1.22

 
1.00

 
0.98

 
1.03

 
(1)
Excludes loans transferred to held-for-sale.
(2)
Other nonperforming assets includes certain impaired investment securities.
(3)
Nonperforming assets divided by the sum of loans and leases, net other real estate owned, and other NPAs.
(4)
The sum of nonperforming assets and total accruing loans and leases past due 90 days or more divided by the sum of loans and leases and other real estate.
2016 Second Quarter versus 2016 First Quarter
Total NPAs decreased by $35 million, or 7% compared with March 31, 2016:
$18 million, or 6%, decline in C&I NALs, primarily the result of resolutions and paydowns during the quarter.
$7 million, or 23%, decline in CRE NALs, reflecting the resolution of one credit during the quarter.
$5 million, or 9%, decline in home equity NALs, reflecting the overall improvement in the real estate market and lower delinquencies as compared to prior periods, consistent with our expectations.
$5 million, or 6%, decline in residential mortgage NALs, reflecting the overall improvement in the real estate market and lower delinquencies as compared to prior periods, consistent with our expectations.

28


2016 Second Quarter versus 2015 Fourth Quarter.
The $91 million, or 23%, increase in NPAs compared with December 31, 2015, represents:
$115 million or 65%, increase in C&I NALs, with the majority of the increase in our energy related E&P and coal portfolios.
Primarily offset by:
$9 million or 14% decline in home equity NALs, reflecting the overall improvement in the real estate market and lower delinquencies as compared to prior periods.
$9 million or 10% decline in residential mortgage NALs, reflecting the overall improvement in the real estate market and lower delinquencies as compared to prior periods.
$5 million, or 18%, decline in CRE NALs, reflecting the resolution of one credit during the year.
TDR Loans
(This section should be read in conjunction with Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
TDRs are modified loans where a concession was provided to a borrower experiencing financial difficulties. TDRs can be classified as either accruing or nonaccruing loans. Nonaccruing TDRs are included in NALs whereas accruing TDRs are excluded from NALs, as it is probable that all contractual principal and interest due under the restructured terms will be collected. TDRs primarily reflect our loss mitigation efforts to proactively work with borrowers in financial difficulty or to comply with regulatory regulations regarding the treatment of certain bankruptcy filing situations. Over the past five quarters, the accruing component of the total TDR balance has been between 86% and 80% indicating there is no identified credit loss and the borrowers continue to make their monthly payments.  In fact, over 80% of the $460 million of accruing TDRs secured by residential real estate (Residential mortgage and Home Equity in Table 14) are current on their required payments.  In addition, over 60% of the accruing pool have had no delinquency at all in the past 12 months. There is very limited migration from the accruing to non-accruing components, and virtually all of the charge-offs as presented in Table 15 come from the non-accruing TDR balances.
The table below presents our accruing and nonaccruing TDRs at period-end for each of the past five quarters:
Table 14 - Accruing and Nonaccruing Troubled Debt Restructured Loans (1)
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Troubled debt restructured loans—accruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
232,112

 
$
205,989

 
$
235,689

 
$
241,327

 
$
233,346

Commercial real estate
85,015

 
108,861

 
115,074

 
103,767

 
158,056

Automobile
25,892

 
25,856

 
24,893

 
24,537

 
24,774

Home equity
203,047

 
204,244

 
199,393

 
192,356

 
279,864

Residential mortgage
256,859

 
259,750

 
264,666

 
277,154

 
266,986

Other consumer
4,522

 
4,768

 
4,488

 
4,569

 
4,722

Total troubled debt restructured loans—accruing
807,447

 
809,468

 
844,203

 
843,710

 
967,748

Troubled debt restructured loans—nonaccruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
77,592

 
83,600

 
56,919

 
54,933

 
46,303

Commercial real estate
6,833

 
14,607

 
16,617

 
12,806

 
19,490

Automobile
4,907

 
7,407

 
6,412

 
5,400

 
4,030

Home equity
21,145

 
23,211

 
20,996

 
19,188

 
26,568

Residential mortgage
63,638

 
68,918

 
71,640

 
68,577

 
65,415

Other consumer
142

 
191

 
151

 
152

 
160

Total troubled debt restructured loans—nonaccruing
174,257

 
197,934

 
172,735

 
161,056

 
161,966

Total troubled debt restructured loans
$
981,704

 
$
1,007,402

 
$
1,016,938

 
$
1,004,766

 
$
1,129,714



29


(1)
Excludes TDRs transferred from loans to loans held for sale.
The following table reflects TDR activity for each of the past five quarters:

Table 15 - Troubled Debt Restructured Loan Activity
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Troubled debt restructured loans—accruing:
TDRs, beginning of period
$
809,468

 
$
844,203

 
$
843,710

 
$
967,748

 
$
888,125

New TDRs
153,041

 
159,877

 
144,779

 
200,014

 
207,707

Payments
(72,743
)
 
(51,241
)
 
(51,963
)
 
(86,450
)
 
(59,451
)
Charge-offs
(574
)
 
(1,100
)
 
(948
)
 
(1,539
)
 
(1,103
)
Sales
(5,316
)
 
(3,631
)
 
(4,074
)
 
(3,332
)
 
(4,127
)
Transfer to held-for-sale

 

 

 
(88,415
)
 

Transfer to OREO
(104
)
 
(206
)
 
(30
)
 
(228
)
 
(410
)
Restructured TDRs—accruing (1)
(72,188
)
 
(106,012
)
 
(54,082
)
 
(96,336
)
 
(61,570
)
Other (2)
(4,137
)
 
(32,422
)
 
(33,189
)
 
(47,752
)
 
(1,423
)
TDRs, end of period
$
807,447

 
$
809,468

 
$
844,203

 
$
843,710

 
$
967,748

 
 
 
 
 
 
 
 
 
 
Troubled debt restructured loans—nonaccruing:
TDRs, beginning of period
$
197,934

 
$
172,735

 
$
161,056

 
$
161,966

 
$
150,548

New TDRs
23,541

 
34,632

 
48,643

 
31,977

 
52,204

Payments
(24,461
)
 
(20,377
)
 
(20,833
)
 
(31,372
)
 
(5,017
)
Charge-offs
(12,183
)
 
(2,858
)
 
(6,323
)
 
(14,010
)
 
(11,204
)
Sales
(499
)
 

 

 

 
(381
)
Transfer to held-for-sale

 

 

 
(8,371
)
 

Transfer to OREO
(3,742
)
 
(3,164
)
 
(2,052
)
 
(2,050
)
 
(2,973
)
Restructured TDRs—nonaccruing (1)
(5,855
)
 
(12,314
)
 
(39,771
)
 
(17,398
)
 
(20,456
)
Other (2)
(478
)
 
29,280

 
32,015

 
40,314

 
(755
)
TDRs, end of period
$
174,257

 
$
197,934

 
$
172,735

 
$
161,056

 
$
161,966

 
(1)
Represents existing TDRs that were re-underwritten with new terms providing a concession. A corresponding amount is included in the New TDRs amount above.
(2)
Primarily includes transfers between accruing and nonaccruing categories.
ACL
(This section should be read in conjunction with Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
Our total credit reserve is comprised of two different components, both of which in our judgment are appropriate to absorb credit losses inherent in our loan and lease portfolio: the ALLL and the AULC. Combined, these reserves comprise the total ACL. Our ACL methodology committee is responsible for developing the methodology, assumptions and estimates used in the calculation, as well as determining the appropriateness of the ACL. The ALLL represents the estimate of losses inherent in the loan portfolio at the reported date. Additions to the ALLL result from recording provision expense for loan losses or increased risk levels resulting from loan risk-rating downgrades, while reductions reflect charge-offs (net of recoveries), decreased risk levels resulting from loan risk-rating upgrades, or the sale of loans. The AULC is determined by applying the same quantitative reserve determination process to the unfunded portion of the loan exposures adjusted by an applicable funding expectation.
We regularly evaluate the appropriateness of the ACL by performing on-going evaluations of the loan and lease portfolio including such factors as the differing economic risks associated with each loan category, the financial condition of specific

30


borrowers, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or other documented support. We evaluate the impact of changes in interest rates and overall economic conditions on the ability of borrowers to meet their financial obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each reporting date. In addition to general economic conditions and the other factors described above, additional factors considered include: the impact of increasing or decreasing residential real estate values; the diversification of CRE loans; the development of new or expanded Commercial business verticals such as healthcare, ABL, and energy. A provision for credit losses is recorded to adjust the ACL to the level we have determined to be appropriate to absorb credit losses inherent in our loan and lease portfolio as of the balance sheet date.
Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance.
The table below reflects the allocation of our ACL among our various loan categories during each of the past five quarters:
 
Table 16 - Allocation of Allowance for Credit Losses (1)
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
323,465

 
41
%
 
$
320,367

 
41
%
 
$
298,746

 
41
%
 
$
284,329

 
40
%
 
$
285,041

 
41
%
Commercial real estate
101,042

 
9

 
102,074

 
10

 
100,007

 
10

 
109,967

 
11

 
92,060

 
11

Total commercial
424,507

 
50

 
422,441

 
51

 
398,753

 
51

 
394,296

 
51

 
377,101

 
52

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
50,531

 
20

 
48,032

 
19

 
49,504

 
19

 
43,949

 
19

 
39,102

 
18

Home equity
76,482

 
17

 
78,102

 
17

 
83,671

 
17

 
86,838

 
17

 
111,178

 
17

Residential mortgage
42,392

 
12

 
40,842

 
12

 
41,646

 
12

 
42,794

 
12

 
51,679

 
12

Other consumer
29,152

 
1

 
24,302

 
1

 
24,269

 
1

 
24,061

 
1

 
20,482

 
1

Total consumer
198,557

 
50

 
191,278

 
49

 
199,090

 
49

 
197,642

 
49

 
222,441

 
48

Total allowance for loan and lease losses
623,064

 
100
%
 
613,719

 
100
%
 
597,843

 
100
%
 
591,938

 
100
%
 
599,542

 
100
%
Allowance for unfunded loan commitments
73,748

 
 
 
75,325

 
 
 
72,081

 
 
 
64,223

 
 
 
55,371

 
 
Total allowance for credit losses
$
696,812

 
 
 
$
689,044

 
 
 
$
669,924

 
 
 
$
656,161

 
 
 
$
654,913

 
 
Total allowance for loan and leases losses as % of:
Total loans and leases
 
 
1.19
%
 
 
 
1.19
%
 
 
 
1.19
%
 
 
 
1.19
%
 
 
 
1.23
%
Nonaccrual loans and leases
 
 
135

 
 
 
123

 
 
 
161

 
 
 
166

 
 
 
165

Nonperforming assets
 
 
127

 
 
 
117

 
 
 
150

 
 
 
155

 
 
 
151

Total allowance for credit losses as % of:
Total loans and leases
 
 
1.33
%
 
 
 
1.34
%
 
 
 
1.33
%
 
 
 
1.32
%
 
 
 
1.34
%
Nonaccrual loans and leases
 
 
151

 
 
 
138

 
 
 
180

 
 
 
184

 
 
 
180

Nonperforming assets
 
 
142

 
 
 
131

 
 
 
168

 
 
 
172

 
 
 
165

 
(1)
Percentages represent the percentage of each loan and lease category to total loans and leases.

31


2016 Second Quarter versus 2015 Fourth Quarter
The $27 million, or 4%, increase in the ACL compared with December 31, 2015, was driven by:
$25 million, or 8%, increase in the ALLL of the C&I portfolio was related to an increase in NALs within our energy related E&P and coal portfolios.
$5 million, or 20%, increase in the ALLL of the other consumer portfolio. The increase was driven by growth in our credit card segment.
$2 million, or 2%, increase in the AULC driven primarily by an increase in criticized unfunded exposures within the energy sector portfolio.
Partially offset by:
$7 million, or 9%, decline in the ALLL of the home equity portfolio. The decline was driven by a reduction in delinquent and nonaccrual loans.
The ACL to total loans ratio of 1.33% at June 30, 2016, remained flat compared to 1.33% at December 31, 2015. Management believes the ratio is appropriate given the risk profile of our loan portfolio. We continue to focus on early identification of loans with changes in credit metrics and proactive action plans for these loans.
Given the combination of these noted positive and negative factors, we believe that our ACL is appropriate and its coverage level is reflective of the quality of our portfolio and the current operating environment.
NCOs
Any loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency where that asset is the sole source of repayment. Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs at the time of discharge.
C&I and CRE loans are either fully or partially charged-off at 90-days past due with the exception of administrative small ticket lease delinquencies. Automobile loans and other consumer loans are generally charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due.

32


Table 17 - Quarterly Net Charge-off Analysis
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Net charge-offs (recoveries) by loan and lease type (1):
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
3,702

 
$
6,514

 
$
2,252

 
$
9,858

 
$
4,411

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
(377
)
 
(104
)
 
(296
)
 
(309
)
 
164

Commercial
(296
)
 
(17,372
)
 
(3,939
)
 
(13,512
)
 
5,361

Commercial real estate
(673
)
 
(17,476
)
 
(4,235
)
 
(13,821
)
 
5,525

Total commercial
3,029

 
(10,962
)
 
(1,983
)
 
(3,963
)
 
9,936

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
4,320

 
6,770

 
7,693

 
4,908

 
3,442

Home equity
1,078

 
3,681

 
4,706

 
5,869

 
4,650

Residential mortgage
776

 
1,647

 
3,158

 
2,010

 
2,142

Other consumer
7,552

 
7,416

 
8,249

 
7,339

 
5,205

Total consumer
13,726

 
19,514

 
23,806

 
20,126

 
15,439

Total net charge-offs
$
16,755

 
$
8,552

 
$
21,823

 
$
16,163

 
$
25,375

Net charge-offs (recoveries)—annualized percentages:
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
0.07
 %
 
0.13
 %
 
0.04
 %
 
0.20
 %
 
0.09
%
Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
(0.17
)
 
(0.05
)
 
(0.11
)
 
(0.11
)
 
0.07

Commercial
(0.03
)
 
(1.62
)
 
(0.38
)
 
(1.29
)
 
0.51

Commercial real estate
(0.05
)
 
(1.34
)
 
(0.32
)
 
(1.04
)
 
0.43

Total commercial
0.05

 
(0.17
)
 
(0.03
)
 
(0.06
)
 
0.16

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
0.17

 
0.28

 
0.33

 
0.22

 
0.17

Home equity
0.05

 
0.17

 
0.22

 
0.28

 
0.22

Residential mortgage
0.05

 
0.11

 
0.21

 
0.13

 
0.15

Other consumer
4.93

 
5.17

 
6.03

 
5.91

 
4.61

Total consumer
0.22

 
0.32

 
0.39

 
0.34

 
0.27

Net charge-offs as a % of average loans
0.13
 %
 
0.07
 %
 
0.18
 %
 
0.13
 %
 
0.21
%
(1) Amounts presented above exclude write-downs of $5.1 million in home equity loans for the three months ended September 30, 2015 arising from transfers to loans held for sale.
In assessing NCO trends, it is helpful to understand the process of how commercial loans are treated as they deteriorate over time. The ALLL established is consistent with the level of risk associated with the original underwriting. As a part of our normal portfolio management process for commercial loans, the loan is periodically reviewed and the ALLL is increased or decreased based on the updated risk rating. In certain cases, the standard ALLL is determined to not be appropriate, and a specific reserve is established based on the projected cash flow or collateral value of the specific loan. Charge-offs, if necessary, are generally recognized in a period after the specific ALLL was established. If the previously established ALLL exceeds that necessary to satisfactorily resolve the problem loan, a reduction in the overall level of the ALLL could be recognized. Consumer loans are treated in much the same manner as commercial loans, with increasing reserve factors applied based on the risk characteristics of the loan, although specific reserves are not identified for consumer loans. In summary, if loan quality deteriorates, the typical credit sequence would be periods of reserve building, followed by periods of higher NCOs

33


as the previously established ALLL is utilized. Additionally, an increase in the ALLL either precedes or is in conjunction with increases in NALs. When a loan is classified as NAL, it is evaluated for specific ALLL or charge-off. As a result, an increase in NALs does not necessarily result in an increase in the ALLL or an expectation of higher future NCOs.
All first-lien mortgage loans greater than 150-days past due are charged-down to the estimated value of the collateral, less anticipated selling costs. The remaining balance is in delinquent status until a modification can be completed, or the loan goes through the foreclosure process. For second-lien home equity loans, defaults typically represent full charge-offs, as there is no remaining equity.
2016 Second Quarter versus 2016 First Quarter
NCOs were an annualized 0.13% of average loans and leases in the current quarter, an increase from 0.07% in the 2016 first quarter, but still below our long-term expectation of 0.35% - 0.55%. Commercial charge-offs were negatively impacted by one large recovery in the CRE portfolio in the previous quarter with no similar event in the current quarter. The negative impact was partially offset by broader continued successful workout strategies within the commercial portfolio. Consumer charge-offs for the quarter remain within our expected range. Given the low level of C&I and CRE NCO’s, there will continue to be some volatility on a quarter-to-quarter comparison basis.


34


The table below reflects NCO detail for the six-month periods ended June 30, 2016 and 2015:
Table 18 - Year to Date Net Charge-off Analysis
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
2016
 
2015
Net charge-offs (recoveries) by loan and lease type (1):
 
 
 
Commercial:
 
 
 
Commercial and industrial
$
10,216

 
$
15,814

Commercial real estate:
 
 
 
Construction
(481
)
 
(219
)
Commercial
(17,668
)
 
1,732

Commercial real estate
(18,149
)
 
1,513

Total commercial
(7,933
)
 
17,327

Consumer:
 
 
 
Automobile
11,090

 
7,690

Home equity
4,759

 
9,275

Residential mortgage
2,423

 
4,958

Other consumer
14,968

 
10,557

Total consumer
33,240

 
32,480

Total net charge-offs
$
25,307

 
$
49,807

Net charge-offs (recoveries) - annualized percentages:
 
 
 
Commercial:
 
 
 
Commercial and industrial
0.10
 %
 
0.16
 %
Commercial real estate:
 
 
 
Construction
(0.11
)
 
(0.05
)
Commercial
(0.82
)
 
0.08

Commercial real estate
(0.70
)
 
0.06

Total commercial
(0.06
)
 
0.14

Consumer:
 
 
 
Automobile
0.22

 
0.18

Home equity
0.11

 
0.22

Residential mortgage
0.08

 
0.17

Other consumer
5.04

 
4.81

Total consumer
0.27

 
0.28

Net charge-offs as a % of average loans
0.10
 %
 
0.21
 %
(1) Amounts presented above exclude write-downs arising from transfers to loans held for sale.
2016 First Six months versus 2015 First Six months
NCOs decreased $25 million in the first six-month period of 2016 to $25 million, primarily due to one large recovery in the CRE portfolio. Given the low level of C&I and CRE NCO’s, there will continue to be some volatility on a period-to-period comparison basis.

Market Risk
Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the normal course of business through exposures to market interest rates, foreign exchange rates, equity prices, and credit spreads. We have identified two primary sources of market risk: interest rate risk and price risk.

35


Interest Rate Risk
OVERVIEW
Huntington actively manages interest rate risk, as changes in market interest rates can have a significant impact on reported earnings. The interest rate risk process is designed to compare income simulations under different market scenarios designed to alter the direction, magnitude, and speed of interest rate changes, as well as the slope of the yield curve. These scenarios are designed to illustrate the embedded optionality in the balance sheet from, among other things, faster or slower mortgage, and mortgage backed securities prepayments, and changes in funding mix.
As it relates to Brexit, we continue to monitor the economic and financial markets impacts. We do expect some volatility and uncertainty in the capital markets, which could impact our financial results given our interest rate sensitivity. We continue to manage our interest rate sensitivity in accordance with our policies and remain committed to executing our strategic plan.
INCOME SIMULATION AND ECONOMIC VALUE ANALYSIS
Interest rate risk measurement is calculated and reported to the ALCO monthly and ROC at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.
Huntington uses two approaches to model interest rate risk: Net Interest Income at Risk (NII at Risk) and Economic Value of Equity at Risk (EVE). Under NII at Risk, net interest income is modeled utilizing various assumptions for assets, liabilities, and derivative positions under various interest rate scenarios over a one-year time horizon. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE is a period end measurement.
 
Table 19 - Net Interest Income at Risk
 
 
 
 
 
 
 
Net Interest Income at Risk (%)
Basis point change scenario
-25

 
+100

 
+200

Board policy limits
N/A

 
-2.0
 %
 
-4.0
 %
June 30, 2016
-0.8
 %
 
2.1
 %
 
4.1
 %
December 31, 2015
-0.3
 %
 
0.7
 %
 
0.3
 %
The NII at Risk results included in the table above reflect the analysis used monthly by management. It models gradual -25, +100 and +200 basis point parallel shifts in market interest rates, implied by the forward yield curve over the next one-year period. Due to the current low level of short-term interest rates, the analysis reflects a declining interest rate scenario of 25 basis points, the point at which many assets and liabilities reach zero percent.
Huntington is within board of director policy limits for the +100 and +200 basis point scenarios. There is no policy limit for the -25 basis point scenario. The NII at Risk reported at June 30, 2016, shows that Huntington’s earnings are more asset sensitive at June 30, 2016 than at December 31, 2015, as a result of the $3.5 billion notional value reduction in asset receive-fixed cash flow swaps and the introduction of new Non-Maturity Deposit models in the 2016 first quarter.
As of June 30, 2016, Huntington had $11.5 billion of notional value in receive-fixed cash flow swaps, which we use for asset and liability management purposes. At June 30, 2016, the following table shows the expected maturity for asset and liability receive-fixed cash flow swaps:
Table 20 - Expected Maturity for Asset and Liability Receive-Fixed Cash Flow Swaps
 
 
(dollar amounts in thousands)
Asset receive fixed-generic cash flow swaps
 
Liability receive fixed-generic cash flow swaps
2016
$
1,375,000

 
$
850,000

2017
3,250,000

 
500,000

2018
75,000

 
2,610,000

2019

 
575,000

2020

 
1,300,000

2021

 
990,000


36


Table 21 - Economic Value of Equity at Risk
 
 
 
 
 
 
 
Economic Value of Equity at Risk (%)
Basis point change scenario
-25

 
+100

 
+200

Board policy limits
N/A

 
-5.0
 %
 
-12.0
 %
June 30, 2016
-1.2
 %
 
2.5
 %
 
2.9
 %
December 31, 2015
-0.4
 %
 
-0.5
 %
 
-2.1
 %
The EVE results included in the table above reflect the analysis used monthly by management. It models immediate -25, +100 and +200 basis point parallel shifts in market interest rates. Due to the current low level of short-term interest rates, the analysis reflects a declining interest rate scenario of 25 basis points, the point at which many assets and liabilities reach zero percent.
Huntington is within board of director policy limits for the +100 and +200 basis point scenarios. There is no policy limit for the -25 basis point scenario. The EVE reported at June 30, 2016 shows that the economic value of equity position is more asset sensitive compared with December 31, 2015 primarily due to the decline in spot and forward interest rates over the period, which results in a modeled increase in prepayments for mortgage-related assets. EVE asset sensitivity was also driven to a lesser extent by the introduction of new Non-Maturity Deposit models in the 2016 first quarter and adjustments to modeled prepayment for non-mortgage related securities.
MSRs
(This section should be read in conjunction with Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements.)
At June 30, 2016, we had a total of $134 million of capitalized MSRs representing the right to service $16.2 billion in mortgage loans. Of this $134 million, $13 million was recorded using the fair value method and $121 million was recorded using the amortization method.
MSR fair values are sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be reduced by prepayments. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise. We have employed strategies to reduce the risk of MSR fair value changes or impairment. However, volatile changes in interest rates can diminish the effectiveness of these economic hedges. We report MSR fair value adjustments net of hedge-related trading activity in the mortgage banking income category of noninterest income. Changes in fair value between reporting dates are recorded as an increase or a decrease in mortgage banking income.
MSRs recorded using the amortization method generally relate to loans originated with historically low interest rates, resulting in a lower probability of prepayments and, ultimately, impairment. MSR assets are included in servicing rights in the Unaudited Condensed Consolidated Financial Statements.
Price Risk
Price risk represents the risk of loss arising from adverse movements in the prices of financial instruments that are carried at fair value and are subject to fair value accounting. We have price risk from trading securities, securities owned by our broker-dealer subsidiary, foreign exchange positions, equity investments, and investments in securities backed by mortgage loans. We have established loss limits on the trading portfolio, on the amount of foreign exchange exposure that can be maintained, and on the amount of marketable equity securities that can be held.
Liquidity Risk
Liquidity risk is the risk of loss due to the possibility that funds may not be available to satisfy current or future commitments resulting from external macro market issues, investor and customer perception of financial strength, and events unrelated to us, such as war, terrorism, or financial institution market specific issues. Please see the Liquidity Risk section in Item 1A of our 2015 Form 10-K for more details. In addition, the mix and maturity structure of Huntington’s balance sheet, the amount of on-hand cash and unencumbered securities, and the availability of contingent sources of funding can have an impact on Huntington’s ability to satisfy current or future funding commitments. We manage liquidity risk at both the Bank and the parent company.
The overall objective of liquidity risk management is to ensure that we can obtain cost-effective funding to meet current and future obligations, and can maintain sufficient levels of on-hand liquidity, under both normal business-as-usual and

37


unanticipated stressed circumstances. The ALCO is appointed by the ROC to oversee liquidity risk management and the establishment of liquidity risk policies and limits. Contingency funding plans are in place, which measure forecasted sources and uses of funds under various scenarios in order to prepare for unexpected liquidity shortages. Liquidity risk is reviewed monthly for the Bank and the parent company, as well as its subsidiaries. In addition, liquidity working groups meet regularly to identify and monitor liquidity positions, provide policy guidance, review funding strategies, and oversee the adherence to, and maintenance of, the contingency funding plans.
Investment securities portfolio
The expected weighted average maturities of our AFS and HTM portfolios are significantly shorter than their contractual maturities as reflected in Note 5 and Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements. Particularly regarding the MBS and ABS, prepayments of principal and interest that historically occur in advance of scheduled maturities will shorten the expected life of these portfolios. The expected weighted average maturities, which take into account expected prepayments of principal and interest under existing interest rate conditions, are shown in the following table:
 
Table 22 - Expected Life of Investment Securities
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
June 30, 2016
 
Available-for-Sale & Other
Securities
 
Held-to-Maturity
Securities
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
1 year or less
$
682,978

 
$
672,177

 
$
19,205

 
$
19,238

After 1 year through 5 years
5,454,666

 
5,557,358

 
3,819,702

 
3,901,761

After 5 years through 10 years (1)
2,492,878

 
2,514,932

 
1,813,033

 
1,858,472

After 10 years
547,095

 
562,788

 
6,625

 
6,753

Other securities
345,343

 
345,783

 

 

Total
$
9,522,960

 
$
9,653,038

 
$
5,658,565

 
$
5,786,224

(1)
A portion of the securities with an average life of 5 years to 10 years, are variable rate; resulting in an average duration of 4.12 years.

Bank Liquidity and Sources of Funding
Our primary sources of funding for the Bank are retail and commercial core deposits. At June 30, 2016, these core deposits funded 70% of total assets (98% of total loans). Other sources of liquidity include non-core deposits, FHLB advances, wholesale debt instruments, and securitizations. Demand deposit overdrafts that have been reclassified as loan balances were $21 million and $16 million at June 30, 2016 and December 31, 2015, respectively.

38


The following tables reflect deposit composition and short-term borrowings detail for each of the last five quarters:
Table 23 - Deposit Composition
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
By Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
16,324

 
30
%
 
$
16,571

 
30
%
 
$
16,480

 
30
%
 
$
16,935

 
31
%
 
$
17,011

 
32
%
Demand deposits—interest-bearing
8,412

 
15

 
8,174

 
15

 
7,682

 
14

 
6,574

 
12

 
6,627

 
12

Money market deposits
19,480

 
34

 
19,844

 
35

 
19,792

 
36

 
19,494

 
36

 
18,580

 
35

Savings and other domestic deposits
5,341

 
10

 
5,423

 
10

 
5,246

 
9

 
5,189

 
10

 
5,240

 
10

Core certificates of deposit
1,866

 
4

 
2,123

 
4

 
2,382

 
4

 
2,483

 
5

 
2,580

 
5

Total core deposits:
51,423

 
93

 
52,135

 
94

 
51,582

 
93

 
50,675

 
94

 
50,038

 
94

Other domestic deposits of $250,000 or more
380

 
1

 
424

 
1

 
501

 
1

 
263

 

 
178

 

Brokered deposits and negotiable CDs
3,017

 
6

 
2,890

 
5

 
2,944

 
5

 
2,904

 
5

 
2,705

 
5

Deposits in foreign offices
223

 

 
180

 

 
268

 
1

 
403

 
1

 
552

 
1

Total deposits
$
55,043

 
100
%
 
$
55,629

 
100
%
 
$
55,295

 
100
%
 
$
54,245

 
100
%
 
$
53,473

 
100
%
Total core deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
24,308

 
47
%
 
$
24,543

 
47
%
 
$
24,474

 
47
%
 
$
24,886

 
49
%
 
$
24,103

 
48
%
Consumer
27,115

 
53

 
27,592

 
53

 
27,108

 
53

 
25,789

 
51

 
25,935

 
52

Total core deposits
$
51,423

 
100
%
 
$
52,135

 
100
%
 
$
51,582

 
100
%
 
$
50,675

 
100
%
 
$
50,038

 
100
%
 
Table 24 - Federal Funds Purchased and Repurchase Agreements
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
Balance at period-end
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
149

 
$
204

 
$
601

 
$
1,051

 
$
1,101

Federal Home Loan Bank advances
1,800

 
250

 

 
400

 
375

Other short-term borrowings
8

 
18

 
14

 
3

 
35

Weighted average interest rate at period-end
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
0.05
%
 
0.04
%
 
0.13
%
 
0.05
%
 
0.05
%
Federal Home Loan Bank advances
0.42

 
0.41

 

 
0.19

 
0.15

Other short-term borrowings
4.19

 
2.13

 
0.27

 
0.19

 
0.17

Maximum amount outstanding at month-end during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
258

 
$
401

 
$
601

 
$
1,051

 
$
1,101

Federal Home Loan Bank advances
1,800

 
1,575

 

 
400

 
1,850

Other short-term borrowings
21

 
20

 
14

 
3

 
35

Average amount outstanding during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
515

 
$
582

 
$
503

 
$
685

 
$
898


39


Federal Home Loan Bank advances
504

 
553

 
13

 
136

 
1,236

Other short-term borrowings
13

 
9

 
9

 
23

 
19

Weighted average interest rate during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
0.25
%
 
0.18
%
 
0.05
%
 
0.05
%
 
0.07
%
Federal Home Loan Bank advances
0.42

 
0.40

 
0.25

 
0.16

 
0.16

Other short-term borrowings
1.81

 
3.69

 
1.99

 
0.78

 
1.94

The Bank maintains borrowing capacity at the FHLB and the Federal Reserve Bank Discount Window. The Bank does not consider borrowing capacity from the Federal Reserve Bank Discount Window as a primary source of liquidity. Total loans and securities pledged to the Federal Reserve Discount Window and the FHLB are $18.0 billion and $17.5 billion at June 30, 2016 and December 31, 2015, respectively.
For further information related to debt issuances please see Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements.
At June 30, 2016, total wholesale funding was $12.1 billion, an increase from $10.9 billion at December 31, 2015. The increase from prior year-end primarily relates to an increase in short-term borrowings.
Liquidity Coverage Ratio
On September 3, 2014, the U.S. banking regulators adopted a final LCR for internationally active banking organizations, generally those with $250 billion or more in total assets, and a Modified LCR rule for banking organizations, similar to Huntington, with $50 billion or more in total assets that are not internationally active banking organizations. The LCR is designed to promote the short-term resilience of the liquidity risk profile of banks to which it applies. The Modified LCR requires Huntington to maintain HQLA to meet its net cash outflows over a prospective 30 calendar-day period, which takes into account the potential impact of idiosyncratic and market-wide shocks. The Modified LCR transition period began on January 1, 2016, with Huntington required to maintain HQLA equal to 90 percent of the stated requirement. The ratio increases to 100 percent on January 1, 2017. Huntington expects to be compliant with the Modified LCR requirement within the transition periods established in the Modified LCR rule.
At June 30, 2016, we believe the Bank had sufficient liquidity to meet its cash flow obligations for the foreseeable future.
Parent Company Liquidity
The parent company’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The parent company obtains funding to meet obligations from dividends and interest received from the Bank, interest and dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt securities.
At June 30, 2016 and December 31, 2015, the parent company had $2.1 billion and $0.9 billion, respectively, in cash and cash equivalents. The increase primarily relates to 2016 issuances of long-term debt and preferred stock.
On July 20, 2016, the board of directors declared a quarterly common stock cash dividend of $0.07 per common share. The dividend is payable on October 3, 2016, to shareholders of record on September 19, 2016. Based on the current quarterly dividend of $0.07 per common share, cash demands required for common stock dividends are estimated to be approximately $56 million per quarter. On July 20, 2016, the board of directors declared a quarterly Series A, Series B, and Series D Preferred Stock dividend payable on October 17, 2016 to shareholders of record on October 1, 2016. Based on the current dividend, cash demands required for Series A Preferred Stock are estimated to be approximately $8 million per quarter. Cash demands required for Series B Preferred Stock are expected to be approximately $300 thousand per quarter. Cash demands required for Series D Preferred Stock are expected to be approximately $9 million per quarter.
During the second quarter, the Bank returned capital totaling $162 million to the holding company. The Bank declared a return of capital to the holding company of $175 million in the 2016 third quarter. To help meet any additional liquidity needs, the parent company may issue debt or equity securities from time to time. In April 2016, the Bank issued $490 million of preferred stock to the holding company. In the 2016 third quarter, the Bank declared a preferred dividend of $7 million to the holding company.

40


On January 26, 2016, Huntington announced 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 (see Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements). Considering this potential obligation, and expected quarterly dividend payments, we believe the parent company has sufficient liquidity to meet its cash flow obligations for the foreseeable future.
Off-Balance Sheet Arrangements
In the normal course of business, we enter into various off-balance sheet arrangements. These arrangements include commitments to extend credit, interest rate swaps, financial guarantees contained in standby letters-of-credit issued by the Bank, and commitments by the Bank to sell mortgage loans.
COMMITMENTS TO EXTEND CREDIT
Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. See Note 16 for more information.

INTEREST RATE SWAPS
Balance sheet hedging activity is arranged to receive hedge accounting treatment and is classified as either fair value or cash flow hedges. Fair value hedges are purchased to convert deposits and long-term debt from fixed-rate obligations to floating rate. Cash flow hedges are also used to convert floating rate loans made to customers into fixed rate loans. See Note 14 for more information.
STANDBY LETTERS-OF-CREDIT
Standby letters-of-credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most of these arrangements mature within two years and are expected to expire without being drawn upon. Standby letters-of-credit are included in the determination of the amount of risk-based capital that the parent company and the Bank are required to hold. Through our credit process, we monitor the credit risks of outstanding standby letters-of-credit. When it is probable that a standby letter-of-credit will be drawn and not repaid in full, a loss is recognized in the provision for credit losses. See Note 16 for more information.
COMMITMENTS TO SELL LOANS
Activity related to our mortgage origination activity supports the hedging of the mortgage pricing commitments to customers and the secondary sale to third parties. In addition, we have commitments to sell residential real estate loans. These contracts mature in less than one year. See Note 16 for more information.
We believe that off-balance sheet arrangements are properly considered in our liquidity risk management process.
Operational Risk
Operational risk is the risk of loss due to human error; inadequate or failed internal systems and controls, including the use of financial or other quantitative methodologies that may not adequately predict future results; violations of, or noncompliance with, laws, rules, regulations, prescribed practices, or ethical standards; and external influences such as market conditions, fraudulent activities, disasters, and security risks. We continuously strive to strengthen our system of internal controls to ensure compliance with laws, rules, and regulations, and to improve the oversight of our operational risk. We actively and continuously monitor cyber-attacks such as attempts related to online deception and loss of sensitive customer data. We evaluate internal systems, processes and controls to mitigate loss from cyber-attacks and, to date, have not experienced any material losses.
Our objective for managing cyber security risk is to avoid or minimize the impacts of external threat events or other efforts to penetrate our systems. We work to achieve this objective by hardening networks and systems against attack, and by diligently managing visibility and monitoring controls within our data and communications environment to recognize events and respond before the attacker has the opportunity to execute a cyber attack. To this end we employ a set of defense in-depth

41


strategies, which include efforts to make Huntington less attractive as a target and less vulnerable to threats, while investing in threat analytic capabilities for rapid detection and response. Potential concerns related to cyber security may be escalated to our board-level Technology Committee, as appropriate. As a complement to the overall cyber security risk management, we use a number of internal training methods, both formally through mandatory courses and informally through written communications and other updates. Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks. We also use third party services to test the effectiveness of our cyber security risk management framework, and any such third parties are required to comply with our policies regarding information security and confidentiality.
To mitigate operational risks, we have a senior management Operational Risk Committee and a senior management Legal, Regulatory, and Compliance Committee. The responsibilities of these committees, among other duties, include establishing and maintaining management information systems to monitor material risks and to identify potential concerns, risks, or trends that may have a significant impact and ensuring that recommendations are developed to address the identified issues. In addition, we have a senior management Model Risk Oversight Committee that is responsible for policies and procedures describing how model risk is evaluated and managed and the application of the governance process to implement these practices throughout the enterprise. These committees report any significant findings and recommendations to the Risk Management Committee. Potential concerns may be escalated to our ROC, as appropriate.

The goal of this framework is to implement effective operational risk techniques and strategies, minimize operational, fraud, and legal losses, minimize the impact of inadequately designed models and enhance our overall performance.

Compliance Risk
Financial institutions are subject to many laws, rules, and regulations at both the federal and state levels. These broad-based laws, rules, and regulations include, but are not limited to, expectations relating to anti-money laundering, lending limits, client privacy, fair lending, prohibitions against unfair, deceptive or abusive acts or practices, protections for military members as they enter active duty, and community reinvestment. Additionally, the volume and complexity of recent regulatory changes have increased our overall compliance risk. As such, we utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations. Our colleagues receive training for several broad-based laws and regulations including, but not limited to, anti-money laundering and customer privacy. Additionally, colleagues engaged in lending activities receive training for laws and regulations related to flood disaster protection, equal credit opportunity, fair lending, and/or other courses related to the extension of credit. We set a high standard of expectation for adherence to compliance management and seek to continuously enhance our performance.
Capital
Both regulatory capital and shareholders’ equity are managed at the Bank and on a consolidated basis. We have an active program for managing capital and maintain a comprehensive process for assessing the Company’s overall capital adequacy. We believe our current levels of both regulatory capital and shareholders’ equity are adequate.
Regulatory Capital
We are subject to the Basel III capital requirements including the standardized approach for calculating risk-weighted assets in accordance with subpart D of the final capital rule. The following table presents risk-weighted assets and other financial data necessary to calculate certain financial ratios, including the CET1 ratio on a transitional Basel III basis, which we use to measure capital adequacy.


42


Table 25 - Capital Under Current Regulatory Standards (transitional Basel III basis)
(dollar amounts in millions except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Common equity tier 1 risk-based capital ratio:
 
 
 
 
 
 
 
 
 
 
Total shareholders’ equity
 
$
7,507

 
$
7,158

 
$
6,595

 
$
6,583

 
$
6,496

Regulatory capital adjustments:
 
 
 
 
 
 
 
 
 
 
Shareholders’ preferred equity
 
(971
)
 
(773
)
 
(386
)
 
(386
)
 
(386
)
Accumulated other comprehensive loss (income) offset
 
134

 
167

 
226

 
140

 
186

Goodwill and other intangibles, net of taxes
 
(700
)
 
(703
)
 
(695
)
 
(697
)
 
(701
)
Deferred tax assets that arise from tax loss and credit carryforwards
 
(21
)
 
(29
)
 
(19
)
 
(15
)
 
(15
)
Common equity tier 1 capital
 
5,949

 
5,820

 
5,721

 
5,625

 
5,580

Additional tier 1 capital
 
 
 
 
 
 
 
 
 
 
Shareholders’ preferred equity
 
971

 
773

 
386

 
386

 
386

Qualifying capital instruments subject to phase-out
 

 

 
76

 
76

 
76

Other
 
(14
)
 
(19
)
 
(29
)
 
(22
)
 
(22
)
Tier 1 capital
 
6,906

 
6,574

 
6,154

 
6,065

 
6,020

LTD and other tier 2 qualifying instruments
 
590


611


563

 
623

 
623

Qualifying allowance for loan and lease losses
 
697


689


670

 
656

 
655

Tier 2 capital
 
1,287

 
1,300

 
1,233

 
1,279

 
1,278

Total risk-based capital
 
$
8,193

 
$
7,874

 
$
7,387

 
$
7,344

 
$
7,298

Risk-weighted assets (RWA)
 
$
60,721

 
$
59,798

 
$
58,420

 
$
57,839

 
$
57,850

Common equity tier 1 risk-based capital ratio
 
9.80
%
 
9.73
%
 
9.79
%
 
9.72
%
 
9.65
%
Other regulatory capital data:
 
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio
 
9.55

 
9.29

 
8.79

 
8.85

 
8.98

Tier 1 risk-based capital ratio
 
11.37

 
10.99

 
10.53

 
10.49

 
10.41

Total risk-based capital ratio
 
13.49

 
13.17

 
12.64

 
12.70

 
12.62


43



Table 26 - Capital Adequacy—Non-Regulatory
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Consolidated capital calculations:
 
 
 
 
 
 
 
 
 
Common shareholders’ equity
$
6,536

 
$
6,385

 
$
6,209

 
$
6,197

 
$
6,110

Preferred shareholders’ equity
971

 
773

 
386

 
386

 
386

Total shareholders’ equity
7,507

 
7,158

 
6,595

 
6,583

 
6,496

Goodwill
(677
)
 
(677
)
 
(677
)
 
(677
)
 
(678
)
Other intangible assets
(48
)
 
(51
)
 
(55
)
 
(59
)
 
(63
)
Other intangible assets deferred tax liability (1)
17

 
18

 
19

 
21

 
22

Total tangible equity
6,799

 
6,448

 
5,882

 
5,868

 
5,777

Preferred shareholders’ equity
(971
)
 
(773
)
 
(386
)
 
(386
)
 
(386
)
Total tangible common equity
$
5,828

 
$
5,675

 
$
5,496

 
$
5,482

 
$
5,391

Total assets
$
73,954

 
$
72,645

 
$
71,018

 
$
70,186

 
$
68,824

Goodwill
(677
)
 
(677
)
 
(677
)
 
(677
)
 
(678
)
Other intangible assets
(48
)
 
(51
)
 
(55
)
 
(59
)
 
(63
)
Other intangible assets deferred tax liability (1)
17

 
18

 
19

 
21

 
22

Total tangible assets
$
73,246

 
$
71,935

 
$
70,305

 
$
69,471

 
$
68,105

Tangible equity / tangible asset ratio
9.28
%
 
8.96
%
 
8.37
%
 
8.45
%
 
8.48
%
Tangible common equity / tangible asset ratio
7.96

 
7.89

 
7.82

 
7.89

 
7.92

 
(1)
Calculated assuming a 35% tax rate.

44


The following table presents certain regulatory capital data at both the consolidated and Bank levels for each of the past five quarters:
 
Table 27 - Regulatory Capital Data
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basel III
 
 
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
Total risk-weighted assets
Consolidated
 
$
60,721

 
$
59,798

 
$
58,420

 
$
57,839

 
$
57,850

 
Bank
 
60,674

 
59,723

 
58,351

 
57,750

 
57,772

Common equity tier I risk-based capital
Consolidated
 
5,949

 
5,821

 
5,721

 
5,625

 
5,580

 
Bank
 
5,578

 
5,518

 
5,519

 
5,475

 
5,497

Tier 1 risk-based capital
Consolidated
 
6,906

 
6,574

 
6,154

 
6,065

 
6,020

 
Bank
 
6,221

 
5,672

 
5,735

 
5,692

 
5,716

Tier 2 risk-based capital
Consolidated
 
1,287

 
1,300

 
1,233

 
1,279

 
1,278

 
Bank
 
1,331

 
1,119

 
1,115

 
1,101

 
747

Total risk-based capital
Consolidated
 
8,193

 
7,874

 
7,387

 
7,344

 
7,298

 
Bank
 
7,552

 
6,791

 
6,851

 
6,793

 
6,463

Tier 1 leverage ratio
Consolidated
 
9.55
%
 
9.29
%
 
8.79
%
 
8.85
%
 
8.98
%
 
Bank
 
8.61

 
8.02

 
8.21

 
8.33

 
8.54

Common equity tier I risk-based capital ratio
Consolidated
 
9.80

 
9.73

 
9.79

 
9.72

 
9.65

 
Bank
 
9.19

 
9.24

 
9.46

 
9.48

 
9.51

Tier 1 risk-based capital ratio
Consolidated
 
11.37

 
10.99

 
10.53

 
10.49

 
10.41

 
Bank
 
10.25

 
9.50

 
9.83

 
9.86

 
9.89

Total risk-based capital ratio
Consolidated
 
13.49

 
13.17

 
12.64

 
12.70

 
12.62

 
Bank
 
12.45

 
11.37

 
11.74

 
11.76

 
11.19

At June 30, 2016, we maintained Basel III transitional capital ratios in excess of the well-capitalized standards established by the FRB.
Shareholders’ Equity
We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share repurchases. Other potential sources of shareholders’ equity include issuances of common and preferred stock. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, to meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business opportunities. Shareholders’ equity totaled $7.5 billion at June 30, 2016, an increase of $0.9 billion when compared with December 31, 2015. During the 2016 first and second quarter, Huntington issued $400 million and $200 million of preferred stock, respectively. Costs of $15 million related to the issuance are reported as a direct deduction from the face amount of the stock.
On January 26, 2016, Huntington announced 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 (see Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements).
On June 29, 2016, Huntington announced that the Federal Reserve did not object to Huntington's proposed capital actions included in Huntington's capital plan submitted to the Federal Reserve in April 2016 as part of the 2016 Comprehensive Capital Analysis and Review (“CCAR”). These actions included a 14% increase in the quarterly dividend per common share to $0.08, starting in the fourth quarter of 2016. Huntington’s capital plan also included the issuance of capital in connection with the pending acquisition of FirstMerit Corporation and continues the previously announced suspension of the company’s share repurchase program.
Dividends

45


We consider disciplined capital management as a key objective, with dividends representing one component. Our strong capital ratios and expectations for continued earnings growth positions us to continue to actively explore additional capital management opportunities.
On July 20, 2016, our board of directors declared a quarterly cash dividend of $0.07 per common share, payable on October 3, 2016. Also, cash dividends of $0.07 per share were declared on April 21, 2016 and January 20, 2016.
On July 20, 2016, our board of directors also declared a quarterly cash dividend on our 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock of $21.25 per share. The dividend is payable on October 17, 2016. Also, cash dividends of $21.25 per share were declared on April 21, 2016 and January 20, 2016.

On July 20, 2016, our board of directors also declared a quarterly cash dividend on our Floating Rate Series B Non-Cumulative Perpetual Preferred Stock of $8.45 per share. The dividend is payable on October 17, 2016. Also, cash dividends of $8.32 per share and $8.31 per share were declared on April 21, 2016 and January 20, 2016, respectively.
On July 20, 2016, our board of directors also declared a quarterly cash dividend on our 6.25% Series D Non-Cumulative Perpetual Convertible Preferred Stock of $15.63 per share. The dividend is payable on October 17, 2016. Also, cash dividends of $19.79 per share were declared on April 21, 2016.
Share Repurchases
From time to time the board of directors authorizes the Company to repurchase shares of our common stock. Although we announce when the board of directors authorizes share repurchases, we typically do not give any public notice before we repurchase our shares. Future stock repurchases may be private or open-market repurchases, including block transactions, accelerated or delayed block transactions, forward transactions, and similar transactions. Various factors determine the amount and timing of our share repurchases, including our capital requirements, the number of shares we expect to issue for employee benefit plans and acquisitions, market conditions (including the trading price of our stock), and regulatory and legal considerations. Huntington's capital plan continues the previously announced suspension of the company's share repurchase program.
Fair Value
Fair Value Measurements
The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Assets and liabilities carried at fair value inherently result in a higher degree of financial statement volatility. We estimate the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. We characterize active markets as those where transaction volumes are sufficient to provide objective pricing information, with reasonably narrow bid/ask spreads, and where received quoted prices do not vary widely. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. Inactive markets are characterized by low transaction volumes, price quotations that vary substantially among market participants, or in which minimal information is released publicly. When observable market prices do not exist, we estimate fair value primarily by using cash flow and other financial modeling methods. Our valuation methods consider factors such as liquidity and concentration concerns and, for the derivatives portfolio, counterparty credit risk. Other factors such as model assumptions, market dislocations, and unexpected correlations can affect estimates of fair value. Changes in these underlying factors, assumptions, or estimates in any of these areas could materially impact the amount of revenue or loss recorded.
The FASB ASC Topic 820, Fair Value Measurements, establishes a framework for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and establishes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the fair value measurement date. The three levels are defined as follows:
Level 1 – quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs include quoted prices for similar assets and liabilities in active markets, quoted prices of identical or similar assets or liabilities in markets that are not active, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs that are unobservable and significant to the fair value measurement. Financial instruments are considered Level 3 when values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable.

46


At the end of each quarter, we assess the valuation hierarchy for each asset or liability measured. As necessary, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs at the measurement date. The fair values measured at each level of the fair value hierarchy, additional discussion regarding fair value measurements, and a brief description of how fair value is determined for categories that have unobservable inputs, can be found in Note 13 of the Notes to Unaudited Condensed Consolidated Financial Statements.
BUSINESS SEGMENT DISCUSSION
Overview
Our business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance. We have five major business segments: Retail and Business Banking, Commercial Banking, Automobile Finance and Commercial Real Estate (AFCRE), Regional Banking and The Huntington Private Client Group (RBHPCG), and Home Lending. A Treasury / Other function includes technology and operations, other unallocated assets, liabilities, revenue, and expense.
Business segment results are determined based upon our management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around our organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.
Revenue Sharing
Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is recorded to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Results of operations for the business segments reflect these fee sharing allocations.
Expense Allocation
The management accounting process that develops the business segment reporting utilizes various estimates and allocation methodologies to measure the performance of the business segments. Expenses are allocated to business segments using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to activities related to product origination and servicing. These activity-based costs are then extended, based on volumes, with the resulting amount allocated to business segments that own the related products. The second phase consists of the allocation of overhead costs to all five business segments from Treasury / Other. We utilize a full-allocation methodology, where all Treasury / Other expenses, except reported Significant Items, and a small amount of other residual unallocated expenses, are allocated to the five business segments.
Funds Transfer Pricing (FTP)
We use an active and centralized FTP methodology to attribute appropriate income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities).
Net Income by Business Segment
The segregation of net income by business segment for the six-month periods ending June 30, 2016 and June 30, 2015 is presented in the following table:

47



Table 28 - Net Income (Loss) by Business Segment
(dollar amounts in thousands)
 
 
 
 
Six months ended June 30,
 
2016
 
2015
Retail and Business Banking
$
127,153

 
$
111,061

Commercial Banking
74,107

 
102,681

AFCRE
86,689

 
84,698

RBHPCG
23,280

 
4,468

Home Lending
7,908

 
353

Treasury/Other
26,717

 
58,799

Total net income
$
345,854

 
$
362,060

Treasury / Other
The Treasury / Other function includes revenue and expense related to assets, liabilities, and equity not directly assigned or allocated to one of the five business segments. Other assets include investment securities and bank owned life insurance. The financial impact associated with our FTP methodology, as described above, is also included.
Net interest income includes the impact of administering our investment securities portfolios and the net impact of derivatives used to hedge interest rate sensitivity. Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and any investment security and trading asset gains or losses. Noninterest expense includes certain corporate administrative, merger, and other miscellaneous expenses not allocated to other business segments. The provision for income taxes for the business segments is calculated at a statutory 35% tax rate, though our overall effective tax rate is lower. As a result, Treasury / Other reflects a credit for income taxes representing the difference between the lower actual effective tax rate and the statutory tax rate used to allocate income taxes to the business segments.
Optimal Customer Relationship (OCR)
Our OCR strategy is focused on building and deepening relationships with our customers through superior interactions, product penetration, and quality of service. We will deliver high-quality customer and prospect interactions through a fully integrated sales culture which will include all partners necessary to deliver a total Huntington solution. The quality of our relationships will lead to our ability to be the primary bank for our customers, yielding quality, annuitized revenue and profitable share of customers overall financial services. We believe our relationship oriented approach will drive a competitive advantage through our local market delivery channels.
CONSUMER OCR PERFORMANCE
For consumer OCR performance, there are three key performance metrics: (1) the number of checking account households, (2) the number of product penetration per consumer checking household, and (3) the revenue generated from the consumer households of all business segments.
The growth in consumer checking account number of households is a result of both new sales of checking accounts, retention of existing checking account households, and growth in balances. The overall objective is to grow the number of households, along with an increase in product penetration.
We use the checking account as a measure since it typically represents the primary banking relationship product. We count additional services by type, not number, of services. For example, a household that has one checking account and one mortgage, we count as having two services. A household with four checking accounts, we count as having one service. The household relationship utilizing 6+ services is viewed to be more profitable and loyal. The overall objective, therefore, is to decrease the percentage of 1-5 services per consumer checking account household, while increasing the percentage of those with 6+ services.
The following table presents consumer checking account household OCR metrics:

48


Table 29 - Consumer Checking Household OCR Cross-sell Report
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
Number of households (1)
1,549,059

 
1,530,025

 
1,511,474

 
1,508,209

 
1,491,967

Product Penetration by Number of Services (2)
 
 
 
 
 
 
 
 
 
1 Service
2.6
%
 
2.6
%
 
2.6
%
 
2.6
%
 
2.5
%
2-3 Services
16.2

 
16.0

 
16.4

 
16.8

 
17.0

4-5 Services
28.8

 
28.8

 
29.1

 
29.2

 
29.5

6+ Services
52.4

 
52.6

 
51.9

 
51.4

 
51.0

 
 
 
 
 
 
 
 
 
 
Total revenue (in millions)
$
308

 
$
293

 
$
294

 
$
289

 
$
280

(1)
Checking account required.
(2)
The definitions and measurements used in our OCR process are periodically reviewed and updated prospectively.
Our emphasis on cross-sell, coupled with customers being attracted to the benefits offered through our “Fair Play” banking philosophy with programs such as 24-Hour Grace® on overdrafts and Asterisk-Free Checking TM, are having a positive effect. The percent of consumer households with 6 or more product services at the end of the 2016 second quarter was 52.4%, up from 51.0% from the year-ago quarter due to increased product sales and services used.
COMMERCIAL OCR PERFORMANCE
For commercial OCR performance, there are three key performance metrics: (1) the number of commercial relationships, (2) the number of services penetration per commercial relationship, and (3) the revenue generated. Commercial relationships include relationships from all business segments.
The growth in the number of commercial relationships is a result of both new sales of checking accounts and improved retention of existing commercial accounts. The overall objective is to grow the number of relationships, along with an increase in product service distribution.
The commercial relationship is defined as a business banking or commercial banking customer with a checking account relationship. We use this metric because we believe that the checking account anchors a business relationship and creates the opportunity to increase our cross-sell activity. Multiple sales of the same type of service are counted as one service, which is the same methodology described above for consumer.
The following table presents commercial relationship OCR metrics:
 
Table 30 - Commercial Relationship OCR Cross-sell Report
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
Commercial Relationships (1)
172,880

 
171,053

 
168,774

 
169,152

 
168,088

Product Penetration by Number of Services (2)
 
 
 
 
 
 
 
 
 
1 Service
11.8
%
 
12.1
%
 
13.7
%
 
14.0
%
 
14.3
%
2-3 Services
40.9

 
40.4

 
42.0

 
42.3

 
42.3

4+ Services (3)
47.3

 
47.5

 
44.3

 
43.7

 
43.4

 
 
 
 
 
 
 
 
 
 
Total revenue (in millions)
$
226

 
$
221

 
$
222

 
$
229

 
$
222

(1)
Checking account required.
(2)
The definitions and measurements used in our OCR process are periodically reviewed and updated prospectively.
(3)
During the 2016 first quarter, there was a pricing change to a treasury management product that resulted in a one-time increase in our 4+ services data.

49


By focusing on targeted relationships, we are able to achieve higher product service penetration among our commercial relationships and leverage these relationships to generate a deeper share of wallet. The percent of commercial relationships with 4 or more product services at the end of the 2016 second quarter was 47.3%, up from 43.4% from the year-ago quarter. Total commercial relationship revenue for the 2016 second quarter was $226 million, up $4 million, or 2%, from the year-ago quarter.
Retail and Business Banking
 
 
 
 
 
 
 
 
Table 31 - Key Performance Indicators for Retail and Business Banking
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
535,433

 
$
505,571

 
$
29,862

 
6
%
Provision for credit losses
33,745

 
26,553

 
7,192

 
27

Noninterest income
246,462

 
208,696

 
37,766

 
18

Noninterest expense
552,530

 
516,851

 
35,679

 
7

Provision for income taxes
68,467

 
59,802

 
8,665

 
14

Net income
$
127,153

 
$
111,061

 
$
16,092

 
14
%
Number of employees (average full-time equivalent)
5,383

 
5,266

 
117

 
2
%
Total average assets (in millions)
$
15,788

 
$
15,536

 
$
252

 
2

Total average loans/leases (in millions)
13,671

 
13,580

 
91

 
1

Total average deposits (in millions)
31,035

 
29,927

 
1,108

 
4

Net interest margin
3.55
%
 
3.48
%
 
0.07
%
 
2

NCOs
$
27,278

 
$
26,789

 
$
489

 
2

NCOs as a % of average loans and leases
0.40
%
 
0.39
%
 
0.01
%
 
3

2016 First Six months vs. 2015 First Six months
Retail and Business Banking reported net income of $127 million in the first six-month period of 2016. This was an increase of $16 million, or 14%, compared to the year-ago period. Segment net interest income increased $30 million, or 6%, primarily due to an increase in total average deposits, and a 7 basis point improvement in the net interest margin. The provision for credit losses increased $7 million, or 27%, as a result of enhancements made to the ACL estimation process in the 2015 first quarter. Noninterest income increased $38 million, or 18%, due to an increase in card and payment processing income and service charges on deposit accounts, which were driven by higher debit card-related transaction volumes and an increase in the number of households. The increase in noninterest income is also attributed to mortgage banking income which was primarily driven by increased referrals to Home Lending due to an improved mortgage refinance market. Noninterest expense increased $36 million, or 7%, due to an increase in personnel and occupancy expense, which were mostly off-set by a decrease in the amortization of intangibles. The increase in allocated noninterest expense was mostly offset by the increases in noninterest income.


50


Commercial Banking
 
 
 
 
 
 
 
 
Table 32 - Key Performance Indicators for Commercial Banking
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
202,623

 
$
169,315

 
$
33,308

 
20
 %
Provision for credit losses
29,562

 
3,808

 
25,754

 
676

Noninterest income
123,499

 
125,254

 
(1,755
)
 
(1
)
Noninterest expense
182,549

 
132,790

 
49,759

 
37

Provision for income taxes
39,904

 
55,290

 
(15,386
)
 
(28
)
Net income
$
74,107

 
$
102,681

 
$
(28,574
)
 
(28
)%
Number of employees (average full-time equivalent)
1,205

 
1,099

 
106

 
10
 %
Total average assets (in millions)
$
17,515

 
$
15,528

 
$
1,987

 
13

Total average loans/leases (in millions)
13,767

 
12,476

 
1,291

 
10

Total average deposits (in millions)
11,075

 
10,988

 
87

 
1

Net interest margin
2.75
%
 
2.60
%
 
0.15
%
 
6

NCOs
$
16,261

 
$
12,261

 
$
4,000

 
33

NCOs as a % of average loans and leases
0.24
%
 
0.20
%
 
0.04
%
 
20

2016 First Six months vs. 2015 First Six months
Commercial Banking reported net income of $74 million in the first six-month period of 2016. This was a decrease of $29 million, or 28%, compared to the year-ago period. Segment net interest income increased $33 million, or 20%, primarily due to higher earning asset yields related to the Huntington Technology Finance acquisition late in the 2015 first quarter, an increase in average loans/leases, recoveries from previously charged-off loans, and the increase in average available-for-sale securities which are related to direct purchase municipal instruments. The provision for credit losses increased $26 million, or 676%, as a result of additional reserves for the energy sector portfolio and an increase in NCOs. Noninterest expense increased due to an increase in personnel expense and operating lease expense, which was attributed to the late 2015 first quarter acquisition of Huntington Technology Finance. The increase in allocated noninterest expense was partially offset by an increase in allocated noninterest income.
 
Automobile Finance and Commercial Real Estate
 
 
 
 
 
 
 
 
Table 33 - Key Performance Indicators for Automobile Finance and Commercial Real Estate
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
191,171

 
$
190,204

 
$
967

 
1
 %
Provision (reduction in allowance) for credit losses
(6,891
)
 
2,115

 
(9,006
)
 
(426
)
Noninterest income
17,840

 
16,249

 
1,591

 
10

Noninterest expense
82,534

 
74,033

 
8,501

 
11

Provision for income taxes
46,679

 
45,607

 
1,072

 
2

Net income
$
86,689

 
$
84,698

 
$
1,991

 
2
 %
Number of employees (average full-time equivalent)
310

 
294

 
16

 
5
 %
Total average assets (in millions)
$
18,350

 
$
16,679

 
$
1,671

 
10

Total average loans/leases (in millions)
17,289

 
15,422

 
1,867

 
12

Total average deposits (in millions)
1,644

 
1,432

 
212

 
15

Net interest margin
2.17
 %
 
2.38
%
 
(0.21
)%
 
(9
)
NCOs
$
(16,933
)
 
$
4,014

 
$
(20,947
)
 
(522
)
NCOs as a % of average loans and leases
(0.20
)%
 
0.05
%
 
(0.25
)%
 
(500
)


51


2016 First Six months vs. 2015 First Six months

AFCRE reported net income of $87 million in the first six-month period of 2016. This was an increase of $2 million, or 2%, compared to the year-ago period. Segment net interest income was essentially unchanged, as the benefit from higher loan balances were offset by a 21 basis point decline in the net interest margin. The provision (reduction in allowance) for credit losses decreased by $9 million, primarily due to an increase in CRE net recoveries. Noninterest income increased $2 million, or 10%, primarily due to a $6 million increase in fee sharing revenue, primarily related to the sale of interest rate derivative products, and a $2 million increase in realized and unrealized gains associated with community development equity investments. These increases were partially offset by the year ago quarter including a $5 million gain on sale of loans from the automobile loan securitization. Noninterest expense increased $9 million, or 11%, primarily due to an increase in personnel costs and other allocated costs attributed to higher production and portfolio balance levels.
Regional Banking and The Huntington Private Client Group
 
 
 
 
 
 
 
 
Table 34 - Key Performance Indicators for Regional Banking and The Huntington Private Client Group
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
79,781

 
$
54,575

 
$
25,206

 
46
 %
Provision (reduction in allowance) for credit losses
(1,500
)
 
4,240

 
(5,740
)
 
(135
)
Noninterest income
55,395

 
78,388

 
(22,993
)
 
(29
)
Noninterest expense
100,860

 
121,849

 
(20,989
)
 
(17
)
Provision for income taxes
12,536

 
2,406

 
10,130

 
421

Net income
$
23,280

 
$
4,468

 
$
18,812

 
421
 %
Number of employees (average full-time equivalent)
879

 
966

 
(87
)
 
(9
)%
Total average assets (in millions)
$
4,340

 
$
3,361

 
$
979

 
29

Total average loans/leases (in millions)
3,894

 
2,910

 
984

 
34

Total average deposits (in millions)
7,879

 
6,758

 
1,121

 
17

Net interest margin
2.06
 %
 
1.65
%
 
0.41
 %
 
25

NCOs
$
(3,015
)
 
$
4,028

 
$
(7,043
)
 
N.R.

NCOs as a % of average loans and leases
(0.15
)%
 
0.28
%
 
(0.43
)%
 
N.R.

Total assets under management (in billions)—eop
$
12.2

 
$
14.1

 
$
(1.9
)
 
(13
)
Total trust assets (in billions)—eop
86.1

 
81.1

 
5.0

 
6
 %
N.R.—Not relevant.
eop—End of Period.
2016 First Six months vs. 2015 First Six months
RBHPCG reported net income of $23 million in the first six-month period of 2016. This was an increase of $19 million, or 421%, compared to the year-ago period. Segment net interest income increased $25 million, or 46%, mainly due to an increase in average total loans and deposits. The increase in average total loans was due to a transfer of $836 million in portfolio mortgage loans originated by Home Lending. The increase in average total deposits was the result of growth in the new Private Client Account interest checking product and growth in commercial and consumer money-market deposit account balances. The provision (reduction in allowance) for credit losses decreased $6 million, or 135%, primarily due to net recoveries in the current period. Noninterest income decreased $23 million, or 29%, primarily due to the sale of HASI and HAA at the end of 2015. Noninterest expense decreased $21 million, or 17%, due to reduced expense resulting from the sale of HASI and HAA, and reduced allocated costs.

52


Home Lending
 
 
 
 
 
 
 
 
Table 35 - Key Performance Indicators for Home Lending
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Six months ended June 30,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
27,433

 
$
31,630

 
$
(4,197
)
 
(13
)%
Provision (reduction in allowance) for credit losses
(2,825
)
 
4,294

 
(7,119
)
 
N.R.

Noninterest income
33,971

 
50,634

 
(16,663
)
 
(33
)
Noninterest expense
52,063

 
77,427

 
(25,364
)
 
(33
)
Provision for income taxes
4,258

 
190

 
4,068

 
N.R.

Net income (loss)
$
7,908

 
$
353

 
$
7,555

 
N.R.

Number of employees (average full-time equivalent)
982

 
954

 
28

 
3
 %
Total average assets (in millions)
$
3,126

 
$
3,931

 
$
(805
)
 
(20
)
Total average loans/leases (in millions)
2,558

 
3,336

 
(778
)
 
(23
)
Total average deposits (in millions)
351

 
354

 
(3
)
 
(1
)
Net interest margin
1.87
%
 
1.70
%
 
0.17
 %
 
10

NCOs
$
1,717

 
$
2,415

 
$
(698
)
 
(29
)
NCOs as a % of average loans and leases
0.13
%
 
0.14
%
 
(0.01
)%
 
(7
)
Mortgage banking origination volume (in millions)
$
2,535

 
$
2,435

 
$
100

 
4

N.R.—Not relevant.
2016 First Six months vs. 2015 First Six months
Home Lending reported net income of $8 million in the first six-month period of 2016 compared to a net income of $0.4 million in the year-ago period. Segment net interest income decreased $4 million, or 13%, which primarily reflects the transfer of $836 million of portfolio mortgage loans to the RBHPCG segment. The provision (reduction in allowance) for credit losses decreased $7 million, due to a higher provision in the year-ago quarter from updated assumptions made to the ACL estimation process in 2015. Noninterest income decreased by $17 million, or 33%, primarily due to net MSR hedging impacts and higher fee sharing to other business segments from higher production volume. Noninterest expense declined $25 million, or 33%, primarily due to lower allocated expenses.

ADDITIONAL DISCLOSURES
Forward-Looking Statements
This report, including MD&A, contains certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed merger transaction with FirstMerit, the merger parties’ plans, objectives, expectations and intentions, the expected timing of completion of the transaction with FirstMerit, 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 with

53


FirstMerit does not close when expected or at all because required regulatory 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, 2015 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended March 31, 2016, 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, 2015 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended March 31, 2016, 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.
Non-GAAP Financial Measures
This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Huntington’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.
Significant Items
From time-to-time, revenue, expenses, or taxes are impacted by items judged by us to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their outsized impact is believed by us at that time to be infrequent or short-term in nature. We refer to such items as Significant Items. Most often, these Significant Items result from factors originating outside the Company; e.g., regulatory actions / assessments, windfall gains, changes in accounting principles, one-time tax assessments / refunds, litigation actions, etc. In other cases, they may result from our decisions associated with significant corporate actions outside of the ordinary course of business; e.g., merger / restructuring charges, recapitalization actions, goodwill impairment, etc.
Even though certain revenue and expense items are naturally subject to more volatility than others due to changes in market and economic environment conditions, as a general rule volatility alone does not define a Significant Item. For example, changes in the provision for credit losses, gains / losses from investment activities, asset valuation writedowns, etc., reflect ordinary banking activities and are, therefore, typically excluded from consideration as a Significant Item.
We believe the disclosure of Significant Items provides a better understanding of our performance and trends to ascertain which of such items, if any, to include or exclude from an analysis of our performance; i.e., within the context of determining how that performance differed from expectations, as well as how, if at all, to adjust estimates of future performance accordingly. To this end, we adopted a practice of listing Significant Items in our external disclosure documents; e.g., earnings press releases, investor presentations, Forms 10-Q and 10-K.
Significant Items for any particular period are not intended to be a complete list of items that may materially impact current or future period performance.

Fully-Taxable Equivalent Basis
Interest income, yields, and ratios on a FTE basis are considered non-GAAP financial measures.  Management believes net interest income on a FTE basis provides a more accurate picture of the interest margin for comparison purposes.  The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources.  The FTE basis assumes a federal statutory tax rate of 35 percent. We encourage readers to consider the consolidated financial

54


statements and other financial information contained in this Form 10-Q in their entirety, and not to rely on any single financial measure.
Non-Regulatory Capital Ratios
In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including:
Tangible common equity to tangible assets, and
Tangible common equity to risk-weighted assets using Basel III definitions.
These non-regulatory capital ratios are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market conditions. Additionally, presentation of these ratios allows readers to compare the Company’s capitalization to other financial services companies. These ratios differ from capital ratios defined by banking regulators principally in that the numerator excludes preferred securities, the nature and extent of which varies among different financial services companies. These ratios are not defined in Generally Accepted Accounting Principles (“GAAP”) or federal banking regulations. As a result, these non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.
Because there are no standardized definitions for these non-regulatory capital ratios, the Company’s calculation methods may differ from those used by other financial services companies. Also, there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider the consolidated financial statements and other financial information contained in this Form 10-Q in their entirety, and not to rely on any single financial measure.

Risk Factors
Information on risk is discussed in the Risk Factors section included in Item 1A of our 2015 Form 10-K. Additional information regarding risk factors can also be found in the Risk Management and Capital discussion of this report.

Updates to Risk Factors

Changes in accounting policies, standards, and interpretations could materially affect how we report our financial condition and results of operations.

The FASB, regulatory agencies, and other bodies that establish accounting standards periodically change the financial accounting and reporting standards governing the preparation of our financial statements. Additionally, those bodies that establish and interpret the accounting standards (such as the FASB, SEC, and banking regulators) may change prior interpretations or positions on how these standards should be applied. These changes can be difficult to predict and can materially affect how we record and report our financial condition and results of operations.
On June 16, 2016, the FASB issued Accounting Standard Update 2016-13, Financial Instruments - Credit Losses (Topic 326), which introduces new guidance for the accounting for credit losses on instruments within its scope. The new guidance introduces an expected losses approach for calculating credit reserves on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination.
For further discussion, see Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements.
Critical Accounting Policies and Use of Significant Estimates
Our financial statements are prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to establish critical accounting policies and make accounting estimates, assumptions, and judgments that affect amounts recorded and reported in our financial statements. Note 1 of Notes to Consolidated Financial Statements included in our December 31, 2015 Form 10-K, as supplemented by this report, lists significant accounting policies we use in the development and presentation of our financial statements. This MD&A, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors necessary for an understanding and evaluation of our company, financial position, results of operations, and cash flows.
An accounting estimate requires assumptions about uncertain matters that could have a material effect on the financial statements if a different amount within a range of estimates were used or if estimates changed from period to period. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results that significantly differ from when those estimates were made.

55


Our most significant accounting estimates relate to our ACL, valuation of financial instruments, contingent liabilities, income taxes, and deferred tax assets. These significant accounting estimates and their related application are discussed in our December 31, 2015 Form 10-K.
Recent Accounting Pronouncements and Developments
Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements discusses new accounting pronouncements adopted during 2016 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted. To the extent the adoption of new accounting standards materially affect financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section of this MD&A and the Notes to Unaudited Condensed Consolidated Financial Statements.


56


Item 1: Financial Statements
Huntington Bancshares Incorporated
Condensed Consolidated Balance Sheets
(Unaudited)
(dollar amounts in thousands, except number of shares)
June 30,
 
December 31,
 
2016
 
2015
Assets
 
 
 
Cash and due from banks
$
867,180

 
$
847,156

Interest-bearing deposits in banks
44,896

 
51,838

Trading account securities
35,289

 
36,997

Loans held for sale (includes $614,626 and $337,577 respectively, measured at fair value) (1)
786,993

 
474,621

Available-for-sale and other securities
9,653,038

 
8,775,441

Held-to-maturity securities
5,658,565

 
6,159,590

Loans and leases (includes $37,903 and $34,637 respectively, measured at fair value) (1)
52,543,421

 
50,341,099

Allowance for loan and lease losses
(623,064
)
 
(597,843
)
Net loans and leases
51,920,357

 
49,743,256

Bank owned life insurance
1,777,628

 
1,757,668

Premises and equipment
596,642

 
620,540

Goodwill
676,869

 
676,869

Other intangible assets
47,666

 
54,978

Servicing rights
159,467

 
189,237

Accrued income and other assets
1,729,427

 
1,630,110

Total assets
$
73,954,017

 
$
71,018,301

Liabilities and shareholders’ equity
 
 
 
Liabilities
 
 
 
Deposits
$
55,043,465

 
$
55,294,979

Short-term borrowings
1,956,745

 
615,279

Long-term debt
7,929,820

 
7,041,364

Accrued expenses and other liabilities
1,516,683

 
1,472,073

Total liabilities
66,446,713

 
64,423,695

Shareholders’ equity
 
 
 
Preferred stock
971,278

 
386,291

Common stock
8,015

 
7,970

Capital surplus
7,074,249

 
7,038,502

Less treasury shares, at cost
(21,358
)
 
(17,932
)
Accumulated other comprehensive loss
(134,042
)
 
(226,158
)
Retained (deficit) earnings
(390,838
)
 
(594,067
)
Total shareholders’ equity
7,507,304

 
6,594,606

Total liabilities and shareholders’ equity
$
73,954,017

 
$
71,018,301

Common shares authorized (par value of $0.01)
1,500,000,000

 
1,500,000,000

Common shares issued
801,528,870

 
796,969,694

Common shares outstanding
799,153,996

 
794,928,886

Treasury shares outstanding
2,374,874

 
2,040,808

Preferred stock, authorized shares
6,617,808

 
6,617,808

Preferred shares issued
2,602,571

 
1,967,071

Preferred shares outstanding
998,006

 
398,006

(1)
Amounts represent loans for which Huntington has elected the fair value option.
See Notes to Unaudited Condensed Consolidated Financial Statements


57



Huntington Bancshares Incorporated
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Income
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Six months ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
Interest and fee income:
 
 
 
 
 
 
 
 
Loans and leases
 
$
469,770

 
$
436,564

 
$
933,192

 
$
857,177

Available-for-sale and other securities
 
 
 
 
 
 
 
 
Taxable
 
40,992

 
51,525

 
80,606

 
99,381

Tax-exempt
 
13,795

 
10,319

 
26,814

 
19,605

Held-to-maturity securities—taxable
 
35,420

 
20,742

 
72,209

 
41,408

Other
 
5,681

 
10,645

 
10,088

 
14,320

Total interest income
 
565,658

 
529,795

 
1,122,909

 
1,031,891

Interest expense:
 
 
 
 
 
 
 
 
Deposits
 
22,324

 
19,865

 
45,342

 
39,433

Short-term borrowings
 
913

 
731

 
1,811

 
1,273

Federal Home Loan Bank advances
 
72

 
71

 
141

 
447

Subordinated notes and other long-term debt
 
36,468

 
18,442

 
66,668

 
32,367

Total interest expense
 
59,777

 
39,109

 
113,962

 
73,520

Net interest income
 
505,881

 
490,686

 
1,008,947

 
958,371

Provision for credit losses
 
24,509

 
20,419

 
52,091

 
41,010

Net interest income after provision for credit losses
 
481,372

 
470,267

 
956,856

 
917,361

Service charges on deposit accounts
 
75,613

 
70,118

 
145,875

 
132,338

Cards and payment processing income
 
39,184

 
35,886

 
75,631

 
68,457

Mortgage banking income
 
31,591

 
38,518

 
50,134

 
61,479

Trust services
 
22,497

 
26,550

 
45,335

 
55,589

Insurance income
 
15,947

 
17,637

 
32,172

 
33,532

Brokerage income
 
14,599

 
15,184

 
30,101

 
30,684

Capital markets fees
 
13,037

 
13,192

 
26,047

 
27,097

Bank owned life insurance income
 
12,536

 
13,215

 
26,049

 
26,240

Gain on sale of loans
 
9,265

 
12,453

 
14,660

 
17,042

Net gains on sales of securities
 
732

 
82

 
732

 
82

Impairment losses recognized in earnings on available-for-sale securities
 
(76
)
 

 
(76
)
 

Other noninterest income
 
36,187

 
38,938

 
66,319

 
60,856

Total noninterest income
 
271,112

 
281,773

 
512,979

 
513,396

Personnel costs
 
298,949

 
282,135

 
584,346

 
547,051

Outside data processing and other services
 
63,037

 
58,508

 
124,915

 
109,043

Equipment
 
31,805

 
31,694

 
64,381

 
61,943

Net occupancy
 
30,704

 
28,861

 
62,180

 
59,881

Marketing
 
14,773

 
15,024

 
27,041

 
27,999

Professional services
 
21,488

 
12,593

 
35,026

 
25,320

Deposit and other insurance expense
 
12,187

 
11,787

 
23,395

 
21,954

Amortization of intangibles
 
3,600

 
9,960

 
7,312

 
20,166

Other noninterest expense
 
47,118

 
41,215

 
86,145

 
77,277

Total noninterest expense
 
523,661

 
491,777

 
1,014,741

 
950,634

Income before income taxes
 
228,823

 
260,263

 
455,094

 
480,123

Provision for income taxes
 
54,283

 
64,057

 
109,240

 
118,063

Net income
 
174,540

 
196,206

 
345,854

 
362,060

Dividends on preferred shares
 
19,874

 
7,968

 
27,872

 
15,933

Net income applicable to common shares
 
$
154,666

 
$
188,238

 
$
317,982

 
$
346,127


58


Average common shares—basic
 
798,167

 
806,891

 
796,961

 
808,335

Average common shares—diluted
 
810,371

 
820,238

 
809,360

 
822,023

Per common share:
 
 
 
 
 
 
 
 
Net income—basic
 
$
0.19

 
$
0.23

 
$
0.40

 
$
0.43

Net income—diluted
 
0.19

 
0.23

 
0.39

 
0.42

Cash dividends declared
 
0.07

 
0.06

 
0.14

 
0.12

OTTI losses for the periods presented:
 
 
 
 
 
 
 
 
Total OTTI losses
 
$
(76
)
 
$

 
$
(3,809
)
 
$

Noncredit-related portion of loss recognized in OCI
 

 

 
3,733

 

Impairment losses recognized in earnings on available-for-sale securities
$
(76
)
 
$

 
$
(76
)
 
$

 
 
 
 
 
 
 
 
 
See Notes to Unaudited Condensed Consolidated Financial Statements



59


Huntington Bancshares Incorporated
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Net income
$
174,540

 
$
196,206

 
$
345,854

 
$
362,060

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Unrealized gains on available-for-sale and other securities:
 
 
 
 
 
 
 
Non-credit-related impairment recoveries (losses) on debt securities not expected to be sold
667

 
8,720

 
(1,682
)
 
12,110

Unrealized net gains (losses) on available-for-sale and other securities arising during the period, net of reclassification for net realized gains and losses
30,603

 
(33,812
)
 
82,154

 
5,140

Total unrealized gains (losses) on available-for-sale securities
31,270

 
(25,092
)
 
80,472

 
17,250

Unrealized gains (losses) on cash flow hedging derivatives, net of reclassifications to income
1,134

 
(629
)
 
9,963

 
17,586

Change in accumulated unrealized losses for pension and other post-retirement obligations
840

 
903

 
1,681

 
1,806

Other comprehensive income (loss), net of tax
33,244

 
(24,818
)
 
92,116

 
36,642

Comprehensive income
$
207,784

 
$
171,388

 
$
437,970

 
$
398,702

See Notes to Unaudited Condensed Consolidated Financial Statements


60


Huntington Bancshares Incorporated
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Gain (Loss)
 
Retained Earnings (Deficit)
 
 
(All amounts in thousands, except for per share amounts)
Preferred Stock
 
Common Stock
 
Capital Surplus
 
Treasury Stock
 
 
 
 
Amount
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Six months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
386,292

 
813,136

 
$
8,131

 
$
7,221,745

 
(1,682
)
 
$
(13,382
)
 
$
(222,292
)
 
$
(1,052,324
)
 
$
6,328,170

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
362,060

 
362,060

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
36,642

 
 
 
36,642

Repurchase of common stock
 
 
(13,783
)
 
(138
)
 
(150,709
)
 
 
 
 
 
 
 
 
 
(150,847
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.12 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(96,732
)
 
(96,732
)
Preferred Series A ($42.50 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(15,407
)
 
(15,407
)
Preferred Series B ($14.85 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(526
)
 
(526
)
Recognition of the fair value of share-based compensation
 
 
 
 
 
 
25,573

 
 
 
 
 
 
 
 
 
25,573

Other share-based compensation activity
 
 
5,642

 
57

 
12,227

 
 
 
 
 
 
 
(1,935
)
 
10,349

Other
 
 
41

 

 
657

 
(288
)
 
(3,661
)
 
 
 
(20
)
 
(3,024
)
Balance, end of period
$
386,292

 
805,036

 
$
8,050

 
$
7,109,493

 
(1,970
)
 
$
(17,043
)
 
$
(185,650
)
 
$
(804,884
)
 
$
6,496,258

Six months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
386,291

 
796,970

 
$
7,970

 
$
7,038,502

 
(2,041
)
 
$
(17,932
)
 
$
(226,158
)
 
$
(594,067
)
 
$
6,594,606

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
345,854

 
345,854

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
92,116

 
 
 
92,116

Net proceeds from issuance of Series D preferred stock
584,987

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
584,987

Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.14 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(111,735
)
 
(111,735
)
Preferred Series A ($42.50 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(15,407
)
 
(15,407
)
Preferred Series B ($16.63 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(590
)
 
(590
)
Preferred Series D ($19.79 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(11,875
)
 
(11,875
)
Recognition of the fair value of share-based compensation
 
 
 
 
 
 
27,799

 
 
 
 
 
 
 
 
 
27,799

Other share-based compensation activity
 
 
4,559

 
45

 
7,872

 
 
 
 
 
 
 
(3,004
)
 
4,913

Other
 
 
 
 
 
 
76

 
(334
)
 
(3,426
)
 
 
 
(14
)
 
(3,364
)
Balance, end of period
$
971,278

 
801,529

 
$
8,015

 
$
7,074,249

 
(2,375
)
 
$
(21,358
)
 
$
(134,042
)
 
$
(390,838
)
 
$
7,507,304

See Notes to Unaudited Condensed Consolidated Financial Statements

61


Huntington Bancshares Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
Operating activities
 
Net income
$
345,854

 
$
362,060

Adjustments to reconcile net income to net cash provided by operating activities:
 
Provision for credit losses
52,091

 
41,010

Depreciation and amortization
208,249

 
167,957

Share-based compensation expense
27,799

 
25,573

Net gain on sales of securities
(656
)
 
(82
)
Net change in:
 
 
 
Trading account securities
1,708

 
(16,955
)
Loans held for sale
(307,880
)
 
(242,111
)
Accrued income and other assets
(97,334
)
 
(175,467
)
Deferred income taxes
(6,864
)
 
24,138

Accrued expense and other liabilities
70,554

 
(84,512
)
Other, net
(6,883
)
 
(15,516
)
Net cash provided by (used for) operating activities
286,638

 
86,095

Investing activities
 
Change in interest bearing deposits in banks
6,942

 
(6,850
)
Cash paid for acquisition of a business, net of cash received

 
(457,836
)
Proceeds from:
 
 
 
Maturities and calls of available-for-sale and other securities
467,633

 
916,486

Maturities of held-to-maturity securities
495,645

 
288,706

Sales of available-for-sale and other securities
170,986

 
20,126

Purchases of available-for-sale and other securities
(1,405,035
)
 
(1,798,749
)
Purchases of held-to-maturity securities

 
(215,447
)
Net proceeds from securitization

 
780,117

Net proceeds from sales of portfolio loans
234,608

 
203,058

Net loan and lease activity, excluding sales and purchases
(2,220,929
)
 
(1,172,432
)
Purchases of premises and equipment
(19,846
)
 
(43,093
)
Proceeds from sales of other real estate
13,290

 
21,025

Purchases of loans and leases
(341,985
)
 
(58,341
)
Other, net
2,698

 
1,327

Net cash provided by (used for) investing activities
(2,595,993
)
 
(1,521,903
)
Financing activities
 
 
 
Increase (decrease) in deposits
(256,333
)
 
1,821,169

Increase (decrease) in short-term borrowings
1,335,888

 
(888,979
)
Sale of deposits

 
(47,521
)
Net proceeds from issuance of long-term debt
1,051,794

 
1,746,938

Maturity/redemption of long-term debt
(255,750
)
 
(789,408
)
Dividends paid on preferred stock
(27,872
)
 
(15,933
)
Dividends paid on common stock
(112,087
)
 
(97,310
)
Repurchases of common stock

 
(150,847
)
Proceeds from stock options exercised
3,887

 
6,517

Net proceeds from issuance of preferred stock
584,987

 

Other, net
4,865

 
10,586

Net cash provided by (used for) financing activities
2,329,379

 
1,595,212


62


Increase (decrease) in cash and cash equivalents
20,024

 
159,404

Cash and cash equivalents at beginning of period
847,156

 
1,220,565

Cash and cash equivalents at end of period
$
867,180

 
$
1,379,969

Supplemental disclosures:
 
Interest paid
$
107,428

 
$
67,381

Income taxes paid (refunded)
3,099

 
87,986

Non-cash activities
 
Loans transferred to held-for-sale from portfolio
266,527

 
111,588

Loans transferred to portfolio from held-for-sale
10,661

 
15,726

Transfer of loans to OREO
12,974

 
13,028

See Notes to Unaudited Condensed Consolidated Financial Statements.


63


Huntington Bancshares Incorporated
Notes to Unaudited Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying Unaudited Condensed Consolidated Financial Statements of Huntington reflect all adjustments consisting of normal recurring accruals which are, in the opinion of Management, necessary for a fair presentation of the consolidated financial position, the results of operations, and cash flows for the periods presented. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These Unaudited Condensed Consolidated Financial Statements have been prepared according to the rules and regulations of the SEC and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. The Notes to Consolidated Financial Statements appearing in Huntington’s 2015 Form 10-K, which include descriptions of significant accounting policies, as updated by the information contained in this report, should be read in conjunction with these interim financial statements.
For statement of cash flows purposes, cash and cash equivalents are defined as the sum of “Cash and due from banks” which includes amounts on deposit with the Federal Reserve and “Federal funds sold and securities purchased under resale agreements.”
In conjunction with applicable accounting standards, all material subsequent events have been either recognized in the Unaudited Condensed Consolidated Financial Statements or disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements.
Certain prior period amounts have been reclassified to conform to the current year's presentation. Specifically, Huntington reclassified servicing assets from accrued income and other assets to disclose them as a separate line item on the balance sheets. In addition, debt issuance costs were reclassified to long-term debt from accrued income and other assets as part of adopting ASU 2015-03.
2. ACCOUNTING STANDARDS UPDATE
ASU 2014-09 - Revenue from Contracts with Customers (Topic 606): The amendments in ASU 2014-09 supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The general principle of the amendments require an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance sets forth a five step approach to be utilized for revenue recognition. The amendments were originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Subsequently, the FASB issued a one-year deferral for implementation, which results in new guidance being effective for annual and interim reporting periods beginning after December 15, 2017. The FASB, however, permitted adoption of the new guidance on the original effective date. Management is currently assessing the impact on Huntington’s Unaudited Condensed Consolidated Financial Statements.
ASU 2015-02 - Consolidation (Topic 810): Amendments to the Consolidation Analysis. This Update provides a new scope exception for registered money market funds and similar unregistered money market funds, provides targeted amendments to the current consolidation guidance, and ends the deferral granted to investment companies from applying the variable interest entity accounting guidance. This amendment was effective during the current reporting period and did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2015-03 - Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs. This Update was issued to simplify the presentation of debt issuance costs. The amendments require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction to the carrying amount of that debt liability, consistent with debt discounts. The amendment was effective during the current reporting period. Amounts reclassified in the prior periods were immaterial to Huntington’s Unaudited Condensed Consolidated Financial Statements. For more information, refer to Note 8 “Long-Term Debt”.
ASU 2015-10 - Technical Corrections and Improvements. This Update sets forth certain technical corrections and improvements issued in June 2015 with an objective to clarify the Accounting Standards Codification (“Codification”), correct unintended application of guidance, or make minor improvements to the ASU, among other things, requires disclosure of fair value for non-recurring items at the relevant measurement date where the fair value is not measured at the end of the reporting period. Also, for nonrecurring measurements estimated at a date during the reporting period other than the end of the reporting period, a reporting entity is required to clearly indicate that the fair value information presented is not as of the period’s end.

64


The technical correction for fair value disclosure was effective upon issuance and did not have a significant impact on Huntington’s Unaudited Condensed Consolidated Financial Statements.
ASU 2015-16 - Simplifying the Accounting for Measurement-Period Adjustments. This Update requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is required to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This Update was effective for the current reporting period and did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities. This Update sets forth targeted improvements to GAAP including, but not limited to, requiring an entity to recognize the changes in fair value of equity investments in the income statement, requiring public business entities to use the exit price when measuring the fair value of financial instruments for financial statement disclosure purposes, eliminating certain disclosures required by existing GAAP, and providing for additional disclosures. The Update is effective for the fiscal period beginning after December 15, 2017, including interim periods within those fiscal years. A cumulative-effect adjustment to the balance sheet will be required as of the beginning of the fiscal year upon adoption. The Update is not expected to have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2016-02 - Leases. This Update sets forth a new lease accounting model for lessors and lessees. For lessees, all leases will be required to be recognized on the balance sheet by recording a right-of-use asset. Subsequent accounting for leases varies depending on whether the lease is an operating lease or a finance lease. The accounting applied by a lessor is largely unchanged from that applied under the existing guidance. The ASU requires additional qualitative and quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Update is effective for the fiscal period beginning after December 15, 2018, with early application permitted. Management is currently assessing the impact of the new guidance on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2016-05 - Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. This Update provides accounting clarification for changes in the counterparty to a derivative instrument that has been designated as a qualified hedging instrument. Specifically, changes in the derivative counterparty should not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This Update is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early application is permitted. An entity has an option to apply the amendments in this Update on either a prospective basis or a modified retrospective basis. Management does not believe the new guidance will have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2016-06 - Contingent Put and Call Options in Debt Instruments. This Update clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt instruments. An entity performing the assessment set forth in this Update will be required to assess embedded call (put) options solely in accordance with the four-step decision sequence. This Update is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. An entity should apply this Update on a modified retrospective basis to existing debt instruments as of the beginning of the fiscal year for which the amendments are effective. This Update is not expected to have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2016-07 - Simplifying the Transition to the Equity Method of Accounting. This Update eliminates the requirement for the retrospective use of the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence of an investor. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for the equity method accounting. This Update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments are not expected to have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2016-09 - Improvements to Employee Share-Based Payment Accounting. This Update simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification in the statement of cash flows. The amendments, among other things, require all tax

65


benefits and tax deficiencies related to share-based award to be recognized in the income statement. Other changes include an election related to the accounting for forfeitures, changes to the cash flow statement presentation for excess tax benefits, as well as for cash paid by an employer when directly withholding shares for tax withholding purposes. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. Management is currently assessing the impact of this Update on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2016-13 - Financial Instruments - Credit Losses. The amendments in this Update eliminate the probable initial recognition threshold for credit losses on financial assets measured at amortized cost basis. The Update requires those financial assets to be presented at the net amount expected to be collected (i.e., net of expected credit losses). The measurement of expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The Update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The amendments should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently assessing the impact of this Update on Huntington's Unaudited Condensed Consolidated Financial Statements.
3. PENDING ACQUISITION OF FIRSTMERIT CORPORATION
On January 26, 2016, Huntington announced 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 valued at approximately $3.4 billion based on the closing stock price on the day preceding the announcement. FirstMerit Corporation is a diversified financial services company headquartered in Akron, Ohio, which reported assets of approximately $25.5 billion based on their December 31, 2015 balance sheet.
Under the terms of the agreement, 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 transaction is expected to be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including regulatory approvals.
On June 13, 2016, Huntington and FirstMerit announced that the shareholders of Huntington had approved the Huntington Stock Issuance Proposal and that the shareholders of FirstMerit had approved the Merger Agreement. In connection with proposed merger, Huntington and FirstMerit announced the divestiture of 13 Ohio branches primarily in the Canton and Ashtabula markets to First Commonwealth Bank. On July 29, 2016, Huntington received regulatory approval from the Board of Governors of the Federal Reserve System. We continue to expect that the transaction will be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including OCC approval of the bank merger.
4. LOANS / LEASES AND ALLOWANCE FOR CREDIT LOSSES
Loans and leases for which Huntington has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are classified in the Unaudited Condensed Consolidated Balance Sheets as loans and leases. Except for loans which are accounted for at fair value, loans are carried at the principal amount outstanding, net of unamortized premiums and discounts and deferred loan fees and costs, which resulted in a net premium of $270 million and $262 million at June 30, 2016 and December 31, 2015, respectively.

66


Loan and Lease Portfolio Composition
The following table provides a detailed listing of Huntington’s loan and lease portfolio at June 30, 2016 and December 31, 2015:
(dollar amounts in thousands)
June 30,
2016
 
December 31,
2015
Loans and leases:
 
 
 
Commercial and industrial
$
21,372,474

 
$
20,559,834

Commercial real estate
5,322,068

 
5,268,651

Automobile
10,380,644

 
9,480,678

Home equity
8,447,066

 
8,470,482

Residential mortgage
6,377,017

 
5,998,400

Other consumer
644,152

 
563,054

Loans and leases
52,543,421

 
50,341,099

Allowance for loan and lease losses
(623,064
)
 
(597,843
)
Net loans and leases
$
51,920,357

 
$
49,743,256

As shown in the table above, the primary loan and lease portfolios are: C&I, CRE, automobile, home equity, residential mortgage, and other consumer. For ACL purposes, these portfolios are further disaggregated into classes. The classes within each portfolio are as follows:
Portfolio
Class
Commercial and industrial
Owner occupied
 
Purchased credit-impaired
 
Other commercial and industrial
 
 
Commercial real estate
Retail properties
 
Multi-family
 
Office
 
Industrial and warehouse
 
Purchased credit-impaired
 
Other commercial real estate
 
 
Automobile
NA (1)
 
 
Home equity
Secured by first-lien
 
Secured by junior-lien
 
 
Residential mortgage
Residential mortgage
 
Purchased credit-impaired
 
 
Other consumer
Other consumer
 
Purchased credit-impaired
(1)
Not applicable. The automobile loan portfolio is not further segregated into classes.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

67


Loan Purchases and Sales
The following table summarizes significant portfolio loan purchase and sale activity for the three-month and six-month periods ended June 30, 2016 and 2015. The table below excludes mortgage loans originated for sale.
(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
Portfolio loans and leases purchased or transferred from held for sale during the:
Three-month period ended June 30, 2016
$
35,198

 
$

 
$


 
$

 
$
1,669

 
$

 
$
36,867

Six-month period ended June 30, 2016
$
338,172

 
$

 
$


 
$

 
$
3,813

 
$

 
$
341,985

Three-month period ended June 30, 2015
31,905

 

 

 
 

 
2,754

 
$

 
34,659

Six-month period ended June 30, 2015
44,496

 

 

 
 

 
6,637

 

 
51,133

Portfolio loans and leases sold or transferred to loans held for sale during the:
Three-month period ended June 30, 2016
$
96,278

 
$

 
$

 
 
$

 
$

 
$

 
$
96,278

Six-month period ended June 30, 2016
$
240,797

 
$

 
$


 
$

 
$

 
$

 
$
240,797

Three-month period ended June 30, 2015
100,202

 

 

 
 

 

 

 
100,202

Six-month period ended June 30, 2015
185,902

 

 
764,540

(1)
 

 

 

 
950,442

(1)
Reflects the transfer of approximately $1.0 billion automobile loans to loans held-for-sale at March 31, 2015, net of approximately $262 million of automobile loans transferred back to loans and leases in the 2015 second quarter.
NALs and Past Due Loans
Loans are considered past due when the contractual amounts due with respect to principal and interest are not received within 30 days of the contractual due date.
Any loan in any portfolio may be placed on nonaccrual status prior to the policies described below when collection of principal or interest is in doubt. When a borrower with debt is discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower, the loan is determined to be collateral dependent and placed on nonaccrual status.
All classes within the C&I and CRE portfolios (except for purchased credit-impaired loans) are placed on nonaccrual status at 90-days past due. Residential mortgage loans are placed on nonaccrual status at 150-days past due, with the exception of residential mortgages guaranteed by government organizations. First-lien home equity loans are placed on nonaccrual status at 150-days past due. Junior-lien home equity loans are placed on nonaccrual status at the earlier of 120-days past due or when the related first-lien loan has been identified as nonaccrual. Automobile and other consumer loans are generally charged-off when the loan is 120-days past due.
For all classes within all loan portfolios, when a loan is placed on nonaccrual status, any accrued interest income is reversed with current year accruals charged to interest income, and prior year amounts are recognized as a credit loss.
For all classes within all loan portfolios, cash receipts received on NALs are applied entirely against principal until the loan or lease has been collected in full, after which time any additional cash receipts are recognized as interest income. However, for secured non-reaffirmed debt in a Chapter 7 bankruptcy, payments are applied to principal and interest when the borrower has demonstrated a capacity to continue payment of the debt and collection of the debt is reasonably assured. For unsecured non-reaffirmed debt in a Chapter 7 bankruptcy where the carrying value has been fully charged-off, payments are recorded as loan recoveries.
Regarding all classes within the C&I and CRE portfolios, the determination of a borrower’s ability to make the required principal and interest payments is based on an examination of the borrower’s current financial statements, industry, management capabilities, and other qualitative measures. For all classes within the consumer loan portfolio, the determination of a borrower’s ability to make the required principal and interest payments is based on multiple factors, including number of days past due and, in some instances, an evaluation of the borrower’s financial condition. When, in Management’s judgment,

68


the borrower’s ability to make required principal and interest payments resumes and collectability is no longer in doubt, supported by sustained repayment history, the loan or lease is returned to accrual status. For these loans that have been returned to accrual status, cash receipts are applied according to the contractual terms of the loan.
The following table presents NALs by loan class at June 30, 2016 and December 31, 2015:
(dollar amounts in thousands)
June 30,
2016
 
December 31,
2015
Commercial and industrial:
 
 
 
Owner occupied
$
27,624

 
$
35,481

Other commercial and industrial
262,187

 
139,714

Total commercial and industrial
289,811

 
175,195

Commercial real estate:
 
 
 
Retail properties
2,345

 
7,217

Multi-family
5,819

 
5,819

Office
10,742

 
10,495

Industrial and warehouse
1,864

 
2,202

Other commercial real estate
2,893

 
3,251

Total commercial real estate
23,663

 
28,984

Automobile
5,049

 
6,564

Home equity:
 
 
 
Secured by first-lien
33,279

 
35,389

Secured by junior-lien
23,566

 
30,889

Total home equity
56,845

 
66,278

Residential mortgage
85,174

 
94,560

Other consumer
5

 

Total nonaccrual loans
$
460,547

 
$
371,581


The following table presents an aging analysis of loans and leases, including past due loans, by loan class at June 30, 2016 and December 31, 2015: (1)
 
June 30, 2016
 
Past Due
 
 
 
Total Loans
and Leases
 
90 or more
days past due
and accruing
 
(dollar amounts in thousands)
30-59 Days
 
60-89 Days
 
90 or more days
Total
 
Current
 
 
 
Commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
$
3,143

 
$
3,336

 
$
10,779

 
$
17,258

 
$
3,934,039

 
$
3,951,297

 
$

 
Purchased credit-impaired
178

 
172

 
3,750

 
4,100

 
5,076

 
9,176

 
3,750

(2)
Other commercial and industrial
16,936

 
7,229

 
44,420

 
68,585

 
17,343,416

 
17,412,001

 
1,866

(3)
Total commercial and industrial
20,257

 
10,737

 
58,949

 
89,943

 
21,282,531

 
21,372,474

 
5,616

 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
86

 
199

 
810

 
1,095

 
1,600,914

 
1,602,009

 

 
Multi-family
507

 
802

 
1,892

 
3,201

 
999,638

 
1,002,839

 

 
Office

 
40

 
10,519

 
10,559

 
845,284

 
855,843

 

 
Industrial and warehouse
156

 
324

 
894

 
1,374

 
490,912

 
492,286

 

 
Purchased credit-impaired

 
335

 
10,799

 
11,134

 
5,939

 
17,073

 
10,799

(2)
Other commercial real estate
351

 
620

 
1,713

 
2,684

 
1,349,334

 
1,352,018

 

 

69


Total commercial real estate
1,100

 
2,320

 
26,627

 
30,047

 
5,292,021

 
5,322,068

 
10,799

 
Automobile
61,988

 
13,900

 
5,589

 
81,477

 
10,299,167

 
10,380,644

 
5,452

 
Home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
12,311

 
7,008

 
24,565

 
43,884

 
5,198,668

 
5,242,552

 
4,775

 
Secured by junior-lien
15,514

 
6,844

 
21,261

 
43,619

 
3,160,895

 
3,204,514

 
2,804

 
Total home equity
27,825

 
13,852

 
45,826

 
87,503

 
8,359,563

 
8,447,066

 
7,579

 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
86,760

 
35,127

 
110,859

 
232,746

 
6,143,167

 
6,375,913

 
67,488

(4)
Purchased credit-impaired

 

 

 

 
1,104

 
1,104

 

 
Total residential mortgage
86,760

 
35,127

 
110,859

 
232,746

 
6,144,271

 
6,377,017

 
67,488

 
Other consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
7,323

 
2,377

 
1,645

 
11,345

 
632,807

 
644,152

 
1,645

 
Purchased credit-impaired

 

 

 

 

 

 

 
Total other consumer
7,323

 
2,377

 
1,645

 
11,345

 
632,807

 
644,152

 
1,645

 
Total loans and leases
$
205,253

 
$
78,313

 
$
249,495

 
$
533,061

 
$
52,010,360

 
$
52,543,421

 
$
98,579

 

 
December 31, 2015
 
Past Due
 
 
 
Total Loans
and Leases
 
90 or more
days past due
and accruing
 
(dollar amounts in thousands)
30-59 Days
 
60-89 Days
 
90 or more days
Total
 
Current
 
 
 
Commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
$
11,947

 
$
3,613

 
$
13,793

 
$
29,353

 
$
3,983,447

 
$
4,012,800

 
$

 
Purchased credit-impaired
292

 
1,436

 
5,949

 
7,677

 
13,340

 
21,017

 
5,949

(2)
Other commercial and industrial
32,476

 
8,531

 
27,236

 
68,243

 
16,457,774

 
16,526,017

 
2,775

(3)
Total commercial and industrial
44,715

 
13,580

 
46,978

 
105,273

 
20,454,561

 
20,559,834

 
8,724


Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
1,823

 
195

 
3,637

 
5,655

 
1,501,054

 
1,506,709

 

 
Multi family
961

 
1,137

 
2,691

 
4,789

 
1,073,429

 
1,078,218

 

 
Office
5,022

 
256

 
3,016

 
8,294

 
886,331

 
894,625

 

 
Industrial and warehouse
93

 

 
373

 
466

 
503,701

 
504,167

 

 
Purchased credit-impaired
102

 
3,818

 
9,549

 
13,469

 
289

 
13,758

 
9,549

(2)
Other commercial real estate
1,231

 
315

 
2,400

 
3,946

 
1,267,228

 
1,271,174

 

 
Total commercial real estate
9,232

 
5,721

 
21,666

 
36,619

 
5,232,032

 
5,268,651

 
9,549


Automobile
69,553

 
14,965

 
7,346

 
91,864

 
9,388,814

 
9,480,678

 
7,162

 
Home equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
18,349

 
7,576

 
26,304

 
52,229

 
5,139,256

 
5,191,485

 
4,499

 
Secured by junior-lien
18,128

 
9,329

 
29,996

 
57,453

 
3,221,544

 
3,278,997

 
4,545

 
Total home equity
36,477

 
16,905

 
56,300

 
109,682

 
8,360,800

 
8,470,482

 
9,044

 
Residential mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
102,670

 
34,298

 
119,354

 
256,322

 
5,740,624

 
5,996,946

 
69,917

(5)

70


Purchased credit-impaired
103

 

 

 
103

 
1,351

 
1,454

 

 
Total residential mortgage
102,773

 
34,298

 
119,354

 
256,425

 
5,741,975

 
5,998,400

 
69,917


Other consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
6,469

 
1,852

 
1,395

 
9,716

 
553,286

 
563,002

 
1,394

 
Purchased credit-impaired

 

 

 

 
52

 
52

 

 
Total other consumer
6,469

 
1,852

 
1,395

 
9,716

 
553,338

 
563,054

 
1,394

 
Total loans and leases
$
269,219

 
$
87,321

 
$
253,039

 
$
609,579

 
$
49,731,520

 
$
50,341,099

 
$
105,790

 
(1)
NALs are included in this aging analysis based on the loan’s past due status.
(2)
Amounts represent accruing purchased impaired loans related to acquisitions. Under the applicable accounting guidance (ASC 310-30), the loans were recorded at fair value upon acquisition and remain in accruing status.
(3)
Amounts include Huntington Technology Finance administrative lease delinquencies.
(4)
Includes $56 million guaranteed by the U.S. government.
(5)
Includes $56 million guaranteed by the U.S. government.
Allowance for Credit Losses
Huntington maintains two reserves, both of which reflect Management’s judgment regarding the appropriate level necessary to absorb credit losses inherent in our loan and lease portfolio: the ALLL and the AULC. Combined, these reserves comprise the total ACL. The determination of the ACL requires significant estimates, including the timing and amounts of expected future cash flows on impaired loans and leases, consideration of current economic conditions, and historical loss experience pertaining to pools of homogeneous loans and leases, all of which may be susceptible to change.
The appropriateness of the ACL is based on Management’s current judgments about the credit quality of the loan portfolio. These judgments consider on-going evaluations of the loan and lease portfolio, including such factors as the differing economic risks associated with each loan category, the financial condition of specific borrowers, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or other documented support. Further, Management evaluates the impact of changes in interest rates and overall economic conditions on the ability of borrowers to meet their financial obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each reporting date. In addition to general economic conditions and the other factors described above, additional factors also considered include: the impact of increasing or decreasing residential real estate values; the diversification of CRE loans; the development of new or expanded Commercial business segments such as healthcare, ABL, and energy, and the overall condition of the manufacturing industry. Management’s determinations regarding the appropriateness of the ACL are reviewed and approved by the Company’s board of directors.
The ALLL consists of two components: (1) the transaction reserve, which includes a loan level allocation, specific reserves related to loans considered to be impaired, and loans involved in troubled debt restructurings, and (2) the general reserve. The transaction reserve component includes both (1) an estimate of loss based on pools of commercial and consumer loans and leases with similar characteristics, and (2) an estimate of loss based on an impairment review of each impaired C&I and CRE loan where obligor balance is greater than $1 million. For the C&I and CRE portfolios, the estimate of loss based on pools of loans and leases with similar characteristics is made by applying a PD factor and a LGD factor to each individual loan based on a regularly updated loan grade, using a standardized loan grading system. The PD factor and an LGD factor are determined for each loan grade using statistical models based on historical performance data. The PD factor considers on-going reviews of the financial performance of the specific borrower, including cash flow, debt-service coverage ratio, earnings power, debt level, and equity position, in conjunction with an assessment of the borrower’s industry and future prospects. The LGD factor considers analysis of the type of collateral and the relative LTV ratio. These reserve factors are developed and updated periodically based on credit migration models that track historical movements of loans between loan ratings over time and a combination of long-term average loss experience of our own portfolio and external industry data.
In the case of other homogeneous portfolios, such as automobile loans, home equity loans, and residential mortgage loans, the determination of the transaction reserve also incorporates PD and LGD factors. The estimate of loss is based on pools of loans and leases with similar characteristics. The PD factor considers current credit scores unless the account is delinquent, in which case a higher PD factor is used. The credit score provides a basis for understanding the borrower’s past and current payment performance, and this information is used to estimate expected losses over the emergence period. The performance of first-lien loans ahead of our junior-lien loans is available to use as part of our updated score process. The LGD factor considers analysis of the type of collateral and the relative LTV ratio. Credit scores, models, analyses, and other factors used to determine

71


both the PD and LGD factors are updated frequently to capture the recent behavioral characteristics of the subject portfolios, as well as any changes in loss mitigation or credit origination strategies, and adjustments to the reserve factors are made as required.
The general reserve consists of our risk-profile reserve components, which includes items unique to our structure, policies, processes, and portfolio composition, as well as qualitative measurements and assessments of the loan portfolios including, but not limited to, management quality, concentrations, portfolio composition, industry comparisons, and internal review functions.
The estimate for the AULC is determined using the same procedures and methodologies as used for the ALLL. The loss factors used in the AULC are the same as the loss factors used in the ALLL while also considering a historical utilization of unused commitments. The AULC is reflected in accrued expenses and other liabilities in the Unaudited Condensed Consolidated Balance Sheet.
The ACL is increased through a provision for credit losses that is charged to earnings, based on Management’s quarterly evaluation of the factors previously mentioned, and is reduced by charge-offs, net of recoveries, and the ACL associated with securitized or sold loans.
The following table presents ALLL and AULC activity by portfolio segment for the three-month and six-month periods ended June 30, 2016 and 2015:
(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
Three-month period ended June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
320,367

 
$
102,074

 
$
48,032

 
$
78,102

 
$
40,842

 
$
24,302

 
$
613,719

Loan charge-offs
(14,743
)
 
(2,190
)
 
(8,850
)
 
(5,910
)
 
(2,923
)
 
(8,929
)
 
(43,545
)
Recoveries of loans previously charged-off
11,041

 
2,863

 
4,530

 
4,832

 
2,147

 
1,377

 
26,790

Provision (reduction in allowance) for loan and lease losses
6,800

 
(1,705
)
 
6,819

 
(542
)
 
2,312

 
12,402

 
26,086

Write-downs of loans sold or transferred to loans held for sale

 

 

 

 
14

 

 
14

ALLL balance, end of period
$
323,465

 
$
101,042

 
$
50,531

 
$
76,482

 
$
42,392

 
$
29,152

 
$
623,064

AULC balance, beginning of period
$
58,385

 
$
7,487

 
$

 
$
2,110

 
$
20

 
$
7,323

 
$
75,325

Provision (reduction in allowance) for unfunded loan commitments and letters of credit
(2,343
)
 
188

 

 
40

 
(11
)
 
549

 
(1,577
)
AULC balance, end of period
$
56,042

 
$
7,675

 
$

 
$
2,150

 
$
9

 
$
7,872

 
$
73,748

ACL balance, end of period
$
379,507

 
$
108,717

 
$
50,531

 
$
78,632

 
$
42,401

 
$
37,024

 
$
696,812

Six-month period ended June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
298,746

 
$
100,007

 
$
49,504

 
$
83,671

 
$
41,646

 
$
24,269

 
$
597,843

Loan charge-offs
(31,566
)
 
(14,316
)
 
(20,336
)
 
(13,620
)
 
(5,683
)
 
(17,716
)
 
(103,237
)
Recoveries of loans previously charged-off
21,350

 
32,465

 
9,246

 
8,861

 
3,260

 
2,748

 
77,930

Provision (reduction in allowance) for loan and lease losses
34,935

 
(17,114
)
 
12,117

 
(2,430
)
 
3,065

 
19,851

 
50,424

Write-downs of loans sold or transferred to loans held for sale

 

 

 

 
104

 

 
104

ALLL balance, end of period
$
323,465

 
$
101,042

 
$
50,531

 
$
76,482

 
$
42,392

 
$
29,152

 
$
623,064

AULC balance, beginning of period
$
55,886

 
$
7,562

 
$

 
$
2,068

 
$
18

 
$
6,547

 
$
72,081

Provision for (reduction in allowance) unfunded loan commitments and letters of credit
156

 
113

 

 
82

 
(9
)
 
1,325

 
1,667

AULC balance, end of period
$
56,042

 
$
7,675

 
$

 
$
2,150

 
$
9

 
$
7,872

 
$
73,748

ACL balance, end of period
$
379,507

 
$
108,717

 
$
50,531

 
$
78,632

 
$
42,401

 
$
37,024

 
$
696,812


72


(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
Three-month period ended June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
284,573

 
$
100,752

 
$
37,125

 
$
110,280

 
$
55,380

 
$
17,016

 
$
605,126

Loan charge-offs
(12,213
)
 
(8,288
)
 
(7,691
)
 
(8,629
)
 
(3,610
)
 
(6,539
)
 
(46,970
)
Recoveries of loans previously charged-off
7,802

 
2,763

 
4,249

 
3,979

 
1,468

 
1,334

 
21,595

Provision for (reduction in allowance) loan and lease losses
4,879

 
(3,167
)
 
5,418

 
5,548

 
(1,559
)
 
8,671

 
19,790

Allowance for loans sold or transferred to loans held for sale

 

 
1

 

 

 

 
1

ALLL balance, end of period
$
285,041

 
$
92,060

 
$
39,102

 
$
111,178

 
$
51,679

 
$
20,482

 
$
599,542

AULC balance, beginning of period
$
42,315

 
$
5,531

 
$

 
$
2,639

 
$
9

 
$
4,248

 
$
54,742

Provision for (reduction in allowance) unfunded loan commitments and letters of credit
(466
)
 
247

 

 
(117
)
 
8

 
957

 
629

AULC balance, end of period
$
41,849

 
$
5,778

 
$

 
$
2,522

 
$
17

 
$
5,205

 
$
55,371

ACL balance, end of period
$
326,890

 
$
97,838

 
$
39,102

 
$
113,700

 
$
51,696

 
$
25,687

 
$
654,913

Six-month period ended June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
286,995

 
$
102,839

 
$
33,466

 
$
96,413

 
$
47,211

 
$
38,272

 
$
605,196

Loan charge-offs
(36,825
)
 
(10,301
)
 
(15,794
)
 
(17,215
)
 
(8,473
)
 
(13,437
)
 
(102,045
)
Recoveries of loans previously charged-off
21,011

 
8,788

 
8,104

 
7,940

 
3,515

 
2,880

 
52,238

Provision for (reduction in allowance) loan and lease losses
13,860

 
(9,266
)
 
15,618

 
24,040

 
9,426

 
(7,233
)
 
46,445

Allowance for loans sold or transferred to loans held for sale

 

 
(2,292
)
 

 

 

 
(2,292
)
ALLL balance, end of period
$
285,041

 
$
92,060

 
$
39,102

 
$
111,178

 
$
51,679

 
$
20,482

 
$
599,542

AULC balance, beginning of period
$
48,988

 
$
6,041

 
$

 
$
1,924

 
$
8

 
$
3,845

 
$
60,806

Provision for (reduction in allowance) unfunded loan commitments and letters of credit
(7,139
)
 
(263
)
 

 
598

 
9

 
1,360

 
(5,435
)
AULC balance, end of period
$
41,849

 
$
5,778

 
$

 
$
2,522

 
$
17

 
$
5,205

 
$
55,371

ACL balance, end of period
$
326,890

 
$
97,838

 
$
39,102

 
$
113,700

 
$
51,696

 
$
25,687

 
$
654,913

Any loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency and that asset is the sole source of repayment. Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs.
C&I and CRE loans are either fully or partially charged-off at 90-days past due. Automobile loans and other consumer loans are charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due.
Credit Quality Indicators
To facilitate the monitoring of credit quality for C&I and CRE loans, and for purposes of determining an appropriate ACL level for these loans, Huntington utilizes the following categories of credit grades:
Pass - Higher quality loans that do not fit any of the other categories described below.
OLEM - The credit risk may be relatively minor yet represent a risk given certain specific circumstances. If the potential weaknesses are not monitored or mitigated, the loan may weaken or the collateral may be inadequate to protect Huntington’s position in the future. For these reasons, Huntington considers the loans to be potential problem loans.
Substandard - Inadequately protected loans by the borrower’s ability to repay, equity, and/or the collateral pledged to secure the loan. These loans have identified weaknesses that could hinder normal repayment or collection of the debt. It is likely Huntington will sustain some loss if any identified weaknesses are not mitigated.
Doubtful - Loans that have all of the weaknesses inherent in those loans classified as Substandard, with the added elements of the full collection of the loan is improbable and that the possibility of loss is high.

73


The categories above, which are derived from standard regulatory rating definitions, are assigned upon initial approval of the loan or lease and subsequently updated as appropriate.
Commercial loans categorized as OLEM, Substandard, or Doubtful are considered Criticized loans. Commercial loans categorized as Substandard or Doubtful are also considered Classified loans.
For all classes within all consumer loan portfolios, each loan is assigned a specific PD factor that is partially based on the borrower’s most recent credit bureau score, which we update quarterly. A credit bureau score is a credit score developed by Fair Isaac Corporation based on data provided by the credit bureaus. The credit bureau score is widely accepted as the standard measure of consumer credit risk used by lenders, regulators, rating agencies, and consumers. The higher the credit bureau score, the higher likelihood of repayment and therefore, an indicator of higher credit quality.
Huntington assesses the risk in the loan portfolio by utilizing numerous risk characteristics. The classifications described above, and also presented in the table below, represent one of those characteristics that are closely monitored in the overall credit risk management processes.
The following table presents each loan and lease class by credit quality indicator at June 30, 2016 and December 31, 2015:
 
June 30, 2016
 
Credit Risk Profile by UCS Classification
(dollar amounts in thousands)
Pass
 
OLEM
 
Substandard
 
Doubtful
 
Total
Commercial and industrial:
 
 
 
 
 
 
 
 
 
Owner occupied
$
3,708,602

 
$
83,694

 
$
158,248

 
$
753

 
$
3,951,297

Purchased credit-impaired
1,484

 
293

 
7,379

 
20

 
9,176

Other commercial and industrial
16,315,278

 
316,141

 
776,383

 
4,199

 
17,412,001

Total commercial and industrial
20,025,364

 
400,128

 
942,010

 
4,972

 
21,372,474

Commercial real estate:
 
 
 
 
 
 
 
 
 
Retail properties
1,582,809

 
8,297

 
10,903

 

 
1,602,009

Multi-family
959,152

 
28,778

 
14,573

 
336

 
1,002,839

Office
787,401

 
34,957

 
33,098

 
387

 
855,843

Industrial and warehouse
469,083

 
4,500

 
18,703

 

 
492,286

Purchased credit-impaired
3,157

 
228

 
12,151

 
1,537

 
17,073

Other commercial real estate
1,316,273

 
4,584

 
30,343

 
818

 
1,352,018

Total commercial real estate
5,117,875

 
81,344

 
119,771

 
3,078

 
5,322,068

 
 
 
 
 
 
 
 
 
 
 
Credit Risk Profile by FICO Score (1)
 
750+
 
650-749
 
<650
 
Other (2)
 
Total
Automobile
5,205,064

 
3,779,606

 
1,116,762

 
279,212

 
10,380,644

Home equity:
 
 
 
 
 
 
 
 
 
Secured by first-lien
3,346,422

 
1,463,054

 
264,024

 
169,052

 
5,242,552

Secured by junior-lien
1,818,244

 
982,067

 
289,865

 
114,338

 
3,204,514

Total home equity
5,164,666

 
2,445,121

 
553,889

 
283,390

 
8,447,066

Residential mortgage:
 
 
 
 
 
 
 
 
 
Residential mortgage
3,886,423

 
1,848,386

 
522,665

 
118,439

 
6,375,913

Purchased credit-impaired
320

 
331

 
453

 

 
1,104

Total residential mortgage
3,886,743

 
1,848,717

 
523,118

 
118,439

 
6,377,017

Other consumer:
 
 
 
 
 
 
 
 
 
Other consumer
257,518

 
313,712

 
59,699

 
13,223

 
644,152

Purchased credit-impaired

 

 

 

 

Total other consumer
$
257,518

 
$
313,712

 
$
59,699

 
$
13,223

 
$
644,152



74


 
December 31, 2015
 
Credit Risk Profile by UCS Classification
(dollar amounts in thousands)
Pass
 
OLEM
 
Substandard
 
Doubtful
 
Total
Commercial and industrial:
 
 
 
 
 
 
 
 
 
Owner occupied
$
3,731,113

 
$
114,490

 
$
165,301

 
$
1,896

 
$
4,012,800

Purchased credit-impaired
3,051

 
674

 
15,661

 
1,631

 
21,017

Other commercial and industrial
15,523,625

 
284,175

 
714,615

 
3,602

 
16,526,017

Total commercial and industrial
19,257,789

 
399,339

 
895,577

 
7,129

 
20,559,834

Commercial real estate:
 
 
 
 
 
 
 
 
 
Retail properties
1,473,014

 
10,865

 
22,830

 

 
1,506,709

Multi-family
1,029,138

 
28,862

 
19,898

 
320

 
1,078,218

Office
822,824

 
35,350

 
36,011

 
440

 
894,625

Industrial and warehouse
493,402

 
259

 
10,450

 
56

 
504,167

Purchased credit-impaired
7,194

 
397

 
6,167

 

 
13,758

Other commercial real estate
1,240,482

 
4,054

 
25,811

 
827

 
1,271,174

Total commercial real estate
5,066,054

 
79,787

 
121,167

 
1,643

 
5,268,651

 
 
 
 
 
 
 
 
 
 
 
Credit Risk Profile by FICO Score (1)
 
750+
 
650-749
 
<650
 
Other (2)
 
Total
Automobile
4,680,684

 
3,454,585

 
1,086,914

 
258,495

 
9,480,678

Home equity:
 
 
 
 
 
 
 
 
 
Secured by first-lien
3,369,657

 
1,441,574

 
258,328

 
121,926

 
5,191,485

Secured by junior-lien
1,841,084

 
1,024,851

 
323,998

 
89,064

 
3,278,997

Total home equity
5,210,741

 
2,466,425

 
582,326

 
210,990

 
8,470,482

Residential mortgage
 
 
 
 
 
 
 
 
 
Residential mortgage
3,563,683

 
1,813,002

 
567,688

 
52,573

 
5,996,946

Purchased credit-impaired
381

 
777

 
296

 

 
1,454

Total residential mortgage
3,564,064

 
1,813,779

 
567,984

 
52,573

 
5,998,400

Other consumer
 
 
 
 
 
 
 
 
 
Other consumer
233,969

 
269,694

 
49,650

 
9,689

 
563,002

Purchased credit-impaired

 
52

 

 

 
52

Total other consumer
$
233,969

 
$
269,746

 
$
49,650

 
$
9,689

 
$
563,054


(1)
Reflects most recent customer credit scores.
(2)
Reflects deferred fees and costs, loans in process, loans to legal entities, etc.
Impaired Loans
For all classes within the C&I and CRE portfolios, all loans with an obligor balance of $1 million or greater are considered for individual evaluation on a quarterly basis for impairment. Generally, consumer loans within any class are not individually evaluated on a regular basis for impairment. However, certain home equity and residential mortgage loans are measured for impairment based on the underlying collateral value. All TDRs, regardless of the outstanding balance amount, are also considered to be impaired. Loans acquired with evidence of deterioration of credit quality since origination for which it is probable at acquisition that all contractually required payments will not be collected are also considered to be impaired.
Once a loan has been identified for an assessment of impairment, the loan is considered impaired when, based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. This determination requires significant judgment and use of estimates, and the eventual outcome may differ significantly from those estimates.

75


When a loan in any class has been determined to be impaired, the amount of the impairment is measured using the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, the observable market price of the loan, or the fair value of the collateral, less anticipated selling costs, if the loan is collateral dependent. When the present value of expected future cash flows is used, the effective interest rate is the original contractual interest rate of the loan adjusted for any premium, discount, fees, or costs. A specific reserve is established as a component of the ALLL when a commercial loan has been determined to be impaired. Subsequent to the initial measurement of impairment, if there is a significant change to the impaired loan’s expected future cash flows, or if actual cash flows are significantly different from the cash flows previously estimated, Huntington recalculates the impairment and appropriately adjusts the specific reserve. Similarly, if Huntington measures impairment based on the observable market price of an impaired loan or the fair value of the collateral of an impaired collateral dependent loan, Huntington will adjust the specific reserve.
When a loan within any class is impaired, the accrual of interest income is discontinued unless the receipt of principal and interest is no longer in doubt. Interest income on TDRs is accrued when all principal and interest is expected to be collected under the post-modification terms. Cash receipts received on nonaccruing impaired loans within any class are generally applied entirely against principal until the loan has been collected in full (including already charged-off portion), after which time any additional cash receipts are recognized as interest income. Cash receipts received on accruing impaired loans within any class are applied in the same manner as accruing loans that are not considered impaired.
The following tables present the balance of the ALLL attributable to loans by portfolio segment individually and collectively evaluated for impairment and the related loan and lease balance at June 30, 2016 and December 31, 2015:
(dollar amounts in thousands)
Commercial
and
Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
ALLL at June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$

 
$

 
$

 
$

 
$

 
$

 
$

Attributable to loans individually evaluated for impairment
30,636

 
4,894

 
1,795

 
12,962

 
16,513

 
309

 
67,109

Attributable to loans collectively evaluated for impairment
292,829

 
96,148

 
48,736

 
63,520

 
25,879

 
28,843

 
555,955

Total ALLL balance
$
323,465

 
$
101,042

 
$
50,531

 
$
76,482

 
$
42,392

 
$
29,152

 
$
623,064

Loan and Lease Ending Balances at June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Portion of loan and lease ending balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
9,176

 
$
17,073

 
$

 
$

 
$
1,104

 
$

 
$
27,353

Individually evaluated for impairment
579,003

 
108,187

 
30,800

 
244,917

 
347,412

 
4,664

 
1,314,983

Collectively evaluated for impairment
20,784,295

 
5,196,808

 
10,349,844

 
8,202,149

 
6,028,501

 
639,488

 
51,201,085

Total loans and leases evaluated for impairment
$
21,372,474


$
5,322,068


$
10,380,644


$
8,447,066


$
6,377,017


$
644,152


$
52,543,421

(dollar amounts in thousands)
Commercial
and
Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
ALLL at December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
2,602

 
$

 
$

 
$

 
$
127

 
$

 
$
2,729

Attributable to loans individually evaluated for impairment
19,314

 
8,114

 
1,779

 
16,242

 
16,811

 
176

 
62,436

Attributable to loans collectively evaluated for impairment
276,830

 
91,893

 
47,725

 
67,429

 
24,708

 
24,093

 
532,678

Total ALLL balance:
$
298,746

 
$
100,007

 
$
49,504

 
$
83,671

 
$
41,646

 
$
24,269

 
$
597,843

Loan and Lease Ending Balances at December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Portion of loan and lease ending balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
21,017

 
$
13,758

 
$

 
$

 
$
1,454

 
$
52

 
$
36,281

Individually evaluated for impairment
481,033

 
144,977

 
31,304

 
248,839

 
366,995

 
4,640

 
1,277,788

Collectively evaluated for impairment
20,057,784

 
5,109,916

 
9,449,374

 
8,221,643

 
5,629,951

 
558,362

 
49,027,030

Total loans and leases evaluated for impairment
$
20,559,834

 
$
5,268,651

 
$
9,480,678

 
$
8,470,482

 
$
5,998,400

 
$
563,054

 
$
50,341,099


76



The following tables present by class the ending, unpaid principal balance, and the related ALLL, along with the average balance and interest income recognized only for loans and leases individually evaluated for impairment and purchased credit-impaired loans: (1), (2)
 
June 30, 2016
 
Three Months Ended
June 30, 2016
 
Six months ended
June 30, 2016
(dollar amounts in thousands)
Ending
Balance
 
Unpaid
Principal
Balance (5)
 
Related
Allowance
 
Average
Balance
 
Interest
Income
Recognized
 
Average
Balance
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
$
55,637

 
$
60,883

 
$

 
$
45,108

 
$
260

 
$
47,856

 
$
551

Purchased credit-impaired
9,176

 
22,219

 

 
11,888

 
1,003

 
14,931

 
2,000

Other commercial and industrial
223,863

 
232,421

 

 
232,142

 
1,129

 
221,341

 
2,072

Total commercial and industrial
288,676


315,523




289,138


2,392


284,128


4,623

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
12,776

 
13,252

 

 
14,461

 
197

 
25,567

 
682

Multi-family
20,574

 
20,574

 

 
20,408

 
172

 
13,591

 
229

Office
16,248

 
30,258

 

 
16,268

 
142

 
13,469

 
284

Industrial and warehouse
227

 
227

 

 
76

 
1

 
609

 
19

Purchased credit-impaired
17,073

 
49,728

 

 
14,883

 
1,255

 
14,508

 
2,122

Other commercial real estate
6,470

 
6,636

 

 
6,473

 
88

 
4,896

 
136

Total commercial real estate
73,368


120,675




72,569


1,855


72,640


3,472

Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage

 

 

 

 

 

 

Purchased credit-impaired
1,104

 
1,672

 

 
1,298

 
109

 
1,350

 
111

Total residential mortgage
1,104


1,672




1,298


109


1,350


111

Other consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer

 

 

 

 

 

 

Purchased credit-impaired

 

 

 
19

 
2

 
30

 
104

Total other consumer






19


2


30


104

 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial: (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
55,831

 
66,013

 
3,481

 
60,741

 
579

 
59,120

 
1,164

Purchased credit-impaired

 

 

 

 

 

 

Other commercial and industrial
243,672

 
262,710

 
27,155

 
231,020

 
1,160

 
210,398

 
2,665

Total commercial and industrial
299,503

 
328,723

 
30,636

 
291,761

 
1,739

 
269,518

 
3,829

Commercial real estate: (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
6,217

 
7,334

 
284

 
6,073

 
89

 
7,371

 
174

Multi-family
15,212

 
17,773

 
1,205

 
15,738

 
185

 
22,091

 
481

Office
5,636

 
9,066

 
586

 
9,727

 
55

 
10,724

 
106

Industrial and warehouse
2,793

 
3,338

 
276

 
2,985

 
19

 
5,242

 
39

Purchased credit-impaired

 

 

 

 

 

 

Other commercial real estate
22,034

 
23,915

 
2,543

 
23,834

 
267

 
24,073

 
573

Total commercial real estate
51,892

 
61,426

 
4,894

 
58,357

 
615

 
69,501

 
1,373

Automobile
30,800

 
31,247

 
1,795

 
32,032

 
524

 
31,789

 
1,102

Home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
55,766

 
59,675

 
4,151

 
55,798

 
518

 
54,756

 
1,018


77


Secured by junior-lien
189,151

 
219,008

 
8,811

 
192,258

 
2,444

 
193,561

 
4,912

Total home equity
244,917

 
278,683

 
12,962

 
248,056

 
2,962

 
248,317

 
5,930

Residential mortgage (6):
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
347,412

 
386,170

 
16,513

 
352,489

 
3,027

 
357,324

 
6,064

Purchased credit-impaired

 

 

 

 

 

 

Total residential mortgage
347,412

 
386,170

 
16,513

 
352,489

 
3,027

 
357,324

 
6,064

Other consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
4,664

 
4,665

 
309

 
4,812

 
53

 
4,754

 
120

Purchased credit-impaired

 

 

 

 

 

 

Total other consumer
$
4,664

 
$
4,665

 
$
309

 
$
4,812

 
$
53

 
$
4,754

 
$
120


 
December 31, 2015
 
Three Months Ended
June 30, 2015
 
Six months ended
June 30, 2015
(dollar amounts in thousands)
Ending
Balance
 
Unpaid
Principal
Balance (5)
 
Related
Allowance
 
Average
Balance
 
Interest
Income
Recognized
 
Average
Balance
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
$
57,832

 
$
65,812

 
$

 
$
21,025

 
$
72

 
$
16,645

 
$
147

Purchased credit-impaired

 

 

 

 

 

 

Other commercial and industrial
197,969

 
213,739

 

 
71,905

 
498

 
56,728

 
836

Total commercial and industrial
255,801


279,551




92,930


570


73,373


983

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
42,009

 
54,021

 

 
50,905

 
463

 
54,231

 
959

Multi-family

 

 

 

 

 

 

Office
9,030

 
12,919

 

 
11,515

 
86

 
6,597

 
117

Industrial and warehouse
1,720

 
1,741

 

 

 

 
263

 
7

Purchased credit-impaired
13,758

 
55,358

 

 
31,468

 
2,163

 
33,769

 
3,941

Other commercial real estate
1,743

 
1,775

 

 
1,838

 
16

 
3,096

 
62

Total commercial real estate
68,260


125,814




95,726


2,728


97,956


5,086

Other consumer

 

 

 

 

 

 

Purchased credit-impaired
52

 
101

 

 

 

 

 

Total other consumer
52


101











 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial: (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
54,092

 
62,527

 
4,171

 
59,605

 
495

 
55,448

 
934

Purchased credit-impaired
21,017

 
30,676

 
2,602

 
20,750

 
1,577

 
21,576

 
2,874

Other commercial and industrial
171,140

 
181,000

 
15,143

 
183,095

 
1,339

 
61,833

 
1,086

Total commercial and industrial
246,249

 
274,203

 
21,916

 
263,450

 
3,411

 
138,857

 
4,894

Commercial real estate: (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
9,096

 
11,121

 
1,190

 
44,213

 
418

 
42,312

 
780

Multi-family
34,349

 
37,208

 
1,593

 
16,200

 
184

 
15,884

 
354

Office
14,365

 
17,350

 
1,177

 
40,710

 
450

 
45,644

 
1,013

Industrial and warehouse
9,721

 
10,550

 
1,540

 
5,835

 
81

 
7,079

 
163

Purchased credit-impaired

 

 

 

 

 

 

Other commercial real estate
22,944

 
28,701

 
2,614

 
29,405

 
335

 
29,254

 
689

Total commercial real estate
90,475

 
104,930

 
8,114

 
136,363

 
1,468

 
140,173

 
2,999


78


Automobile
31,304

 
31,878

 
1,779

 
29,482

 
544

 
29,859

 
1,105

Home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
52,672

 
57,224

 
4,359

 
148,892

 
1,715

 
147,783

 
3,299

Secured by junior-lien
196,167

 
227,733

 
11,883

 
181,059

 
2,231

 
175,666

 
4,216

Total home equity
248,839

 
284,957

 
16,242

 
329,951

 
3,946

 
323,449

 
7,515

Residential mortgage (6):
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
366,995

 
408,925

 
16,811

 
369,245

 
2,978

 
369,356

 
6,100

Purchased credit-impaired
1,454

 
2,189

 
127

 
2,104

 
4

 
2,040

 
7

Total residential mortgage
368,449

 
411,114

 
16,938

 
371,349

 
2,982

 
371,396

 
6,107

Other consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
4,640

 
4,649

 
176

 
4,963

 
65

 
4,671

 
128

Purchased credit-impaired

 

 

 
51

 
160

 
51

 
291

Total other consumer
$
4,640

 
$
4,649

 
$
176

 
$
5,014

 
$
225

 
$
4,722

 
$
419

(1)
These tables do not include loans fully charged-off.
(2)
All automobile, home equity, residential mortgage, and other consumer impaired loans included in these tables are considered impaired due to their status as a TDR.
(3)
At June 30, 2016, $99 million of the $300 million commercial and industrial loans with an allowance recorded were considered impaired due to their status as a TDR. At December 31, 2015, $91 million of the $246 million commercial and industrial loans with an allowance recorded were considered impaired due to their status as a TDR.
(4)
At June 30, 2016, $29 million of the $52 million commercial real estate loans with an allowance recorded were considered impaired due to their status as a TDR. At December 31, 2015, $35 million of the $90 million commercial real estate loans with an allowance recorded were considered impaired due to their status as a TDR.
(5)
The differences between the ending balance and unpaid principal balance amounts represent partial charge-offs.
(6)
At June 30, 2016, $29 million of the $347 million residential mortgages loans with an allowance recorded were guaranteed by the U.S. government. At December 31, 2015, $29 million of the $368 million residential mortgage loans with an allowance recorded were guaranteed by the U.S. government.
TDR Loans
TDRs are modified loans where a concession was provided to a borrower experiencing financial difficulties. Loan modifications are considered TDRs when the concessions provided are not available to the borrower through either normal channels or other sources. However, not all loan modifications are TDRs.
TDR Concession Types
The Company’s standards relating to loan modifications consider, among other factors, minimum verified income requirements, cash flow analyses, and collateral valuations. Each potential loan modification is reviewed individually and the terms of the loan are modified to meet a borrower’s specific circumstances at a point in time. All commercial TDRs are reviewed and approved by our SAD. The types of concessions provided to borrowers include:
Interest rate reduction: A reduction of the stated interest rate to a nonmarket rate for the remaining original life of the debt.
Amortization or maturity date change beyond what the collateral supports, including any of the following:
(1)
Lengthens the amortization period of the amortized principal beyond market terms. This concession reduces the minimum monthly payment and could increase the amount of the balloon payment at the end of the term of the loan. Principal is generally not forgiven.
(2)
Reduces the amount of loan principal to be amortized and increases the amount of the balloon payment at the end of the term of the loan. This concession also reduces the minimum monthly payment. Principal is generally not forgiven.
(3)
Extends the maturity date or dates of the debt beyond what the collateral supports. This concession generally applies to loans without a balloon payment at the end of the term of the loan.
Chapter 7 bankruptcy: A bankruptcy court’s discharge of a borrower’s debt is considered a concession when the borrower does not reaffirm the discharged debt.

79


Other: A concession that is not categorized as one of the concessions described above. These concessions include, but are not limited to: principal forgiveness, collateral concessions, covenant concessions, and reduction of accrued interest.
Principal forgiveness may result from any TDR modification of any concession type. However, the aggregate amount of principal forgiven as a result of loans modified as TDRs during the three-month and six-month periods ended June 30, 2016 and 2015, was not significant.
Following is a description of TDRs by the different loan types:
Commercial loan TDRs – Commercial accruing TDRs often result from loans receiving a concession with terms that are not considered a market transaction to Huntington. The TDR remains in accruing status as long as the customer is less than 90-days past due on payments per the restructured loan terms and no loss is expected.
Commercial nonaccrual TDRs result from either: (1) an accruing commercial TDR being placed on nonaccrual status, or (2) a workout where an existing commercial NAL is restructured and a concession is given. At times, these workouts restructure the NAL so that two or more new notes are created. The primary note is underwritten based upon our normal underwriting standards and is sized so projected cash flows are sufficient to repay contractual principal and interest. The terms on the secondary note(s) vary by situation, and may include notes that defer principal and interest payments until after the primary note is repaid. Creating two or more notes often allows the borrower to continue a project and allows Huntington to right-size a loan based upon the current expectations for a borrower’s or project’s performance.
Our strategy involving TDR borrowers includes working with these borrowers to allow them time to improve their financial position and remain our customer through refinancing their notes according to market terms and conditions in the future or to refinance elsewhere. A subsequent refinancing or modification of a loan may occur when either the loan matures according to the terms of the TDR-modified agreement or the borrower requests a change to the loan agreements. At that time, the loan is evaluated to determine if it is creditworthy. It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing. The refinanced note is evaluated to determine if it is considered a new loan or a continuation of the prior loan. A new loan is considered for removal of the TDR designation, whereas a continuation of the prior note requires a continuation of the TDR designation. In order for a TDR designation to be removed, the borrower must no longer be experiencing financial difficulties and the terms of the refinanced loan must not represent a concession.
Residential Mortgage loan TDRs – Residential mortgage TDRs represent loan modifications associated with traditional first-lien mortgage loans in which a concession has been provided to the borrower. The primary concessions given to residential mortgage borrowers are amortization or maturity date changes and interest rate reductions. Residential mortgages identified as TDRs involve borrowers unable to refinance their mortgages through the Company’s normal mortgage origination channels or through other independent sources. Some, but not all, of the loans may be delinquent.
Automobile, Home Equity, and Other Consumer loan TDRs – The Company may make similar interest rate, term, and principal concessions as with residential mortgage loan TDRs.
TDR Impact on Credit Quality
Huntington’s ALLL is largely determined by updated risk ratings assigned to commercial loans, updated borrower credit scores on consumer loans, and borrower delinquency history in both the commercial and consumer portfolios. These updated risk ratings and credit scores consider the default history of the borrower, including payment redefaults. As such, the provision for credit losses is impacted primarily by changes in borrower payment performance rather than the TDR classification. TDRs can be classified as either accrual or nonaccrual loans. Nonaccrual TDRs are included in NALs whereas accruing TDRs are excluded from NALs as it is probable that all contractual principal and interest due under the restructured terms will be collected.
Our TDRs may include multiple concessions and the disclosure classifications are presented based on the primary concession provided to the borrower. The majority of our concessions for the C&I and CRE portfolios are the extension of the maturity date.
TDR concessions may also result in the reduction of the ALLL within the C&I and CRE portfolios. This reduction is derived from payments and the resulting application of the reserve calculation within the ALLL. The transaction reserve for non-TDR C&I and CRE loans is calculated based upon several estimated probability factors, such as PD and LGD, both of which were previously discussed. Upon the occurrence of a TDR in our C&I and CRE portfolios, the reserve is measured based on discounted expected cash flows or collateral value, less anticipated selling costs, of the modified loan in accordance with ASC 310-10. The resulting TDR ALLL calculation often results in a lower ALLL amount because (1) the discounted expected cash flows or collateral value, less anticipated selling costs, indicate a lower estimated loss, (2) if the modification includes a rate increase, the discounting of the cash flows on the modified loan, using the pre-modification interest rate, exceeds the

80


carrying value of the loan, or (3) payments may occur as part of the modification. The ALLL for C&I and CRE loans may increase as a result of the modification, as the discounted cash flow analysis may indicate additional reserves are required.
TDR concessions on consumer loans may increase the ALLL. The concessions made to these borrowers often include interest rate reductions, and therefore, the TDR ALLL calculation results in a greater ALLL compared with the non-TDR calculation as the reserve is measured based on the estimation of the discounted expected cash flows or collateral value, less anticipated selling costs, on the modified loan in accordance with ASC 310-10. The resulting TDR ALLL calculation often results in a higher ALLL amount because (1) the discounted expected cash flows or collateral value, less anticipated selling costs, indicate a higher estimated loss or, (2) due to the rate decrease, the discounting of the cash flows on the modified loan, using the pre-modification interest rate, indicates a reduction in the present value of expected cash flows or collateral value, less anticipated selling costs. In certain instances, the ALLL may decrease as a result of payments made in connection with the modification.
Commercial loan TDRs – In instances where the bank substantiates that it will collect its outstanding balance in full, the note is considered for return to accrual status upon the borrower showing a sustained period of repayment performance for a minimum six-month period of time. This six-month period could extend before or after the restructure date. If a charge-off was taken as part of the restructuring, any interest or principal payments received on that note are applied to first reduce the bank’s outstanding book balance and then to recoveries of charged-off principal, unpaid interest, and/or fee expenses while the TDR is in nonaccrual status.
Residential Mortgage, Automobile, Home Equity, and Other Consumer loan TDRs – Modified loans identified as TDRs are aggregated into pools for analysis. Cash flows and weighted average interest rates are used to calculate impairment at the pooled-loan level. Once the loans are aggregated into the pool, they continue to be classified as TDRs until contractually repaid or charged-off.

Residential mortgage loans not guaranteed by a U.S. government agency such as the FHA, VA, and the USDA, including TDR loans, are reported as accrual or nonaccrual based upon delinquency status. Nonaccrual TDRs are those that are greater than 150-days contractually past due. Loans guaranteed by U.S. government organizations continue to accrue interest on guaranteed rates upon delinquency.
The following tables present by class and by the reason for the modification, the number of contracts, post-modification outstanding balance, and the financial effects of the modification for the three-month and six-month periods ended June 30, 2016 an 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
New Troubled Debt Restructurings During The Three-Month Period Ended (1)
 
June 30, 2016
 
June 30, 2015
(dollar amounts in thousands)
Number of
Contracts
 
Post-modification
Outstanding
Ending Balance
 
Financial effects
of modification (2)
 
Number of
Contracts
 
Post-modification
Outstanding
Ending Balance
 
Financial effects
of modification (2)
C&I—Owner occupied:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
$
22

 
$

 
2

 
$
189

 
$
(1
)
Amortization or maturity date change
47

 
9,047

 
(17
)
 
55

 
36,506

 
(1,928
)
Other
1

 
228

 

 

 

 

Total C&I—Owner occupied
49


9,297


(17
)

57


36,695


(1,929
)
C&I—Other commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
4

 
405

 
10

Amortization or maturity date change
152

 
124,886

 
(3,473
)
 
153

 
155,849

 
(8,415
)
Other
1

 
4

 

 
1

 
124

 

Total C&I—Other commercial and industrial
153

 
124,890

 
(3,473
)
 
158

 
156,378

 
(8,405
)
CRE—Retail properties:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
4

 
1,910

 
(1
)
 
1

 
6,396

 
(1,334
)

81


Other

 

 

 

 

 

Total CRE—Retail properties
4


1,910


(1
)

1


6,396


(1,334
)
CRE—Multi family:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
84

 

 
1

 
90

 

Amortization or maturity date change
13

 
2,562

 
(47
)
 
11

 
5,191

 
(28
)
Other
1

 
7

 

 
8

 
216

 
(6
)
Total CRE—Multi family
15


2,653


(47
)

20


5,497


(34
)
CRE—Office:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
3

 
555

 
(1
)
 
7

 
4,988

 
103

Other
1

 
45

 

 
1

 
30

 
(2
)
Total CRE—Office
4


600


(1
)

8


5,018


101

CRE—Industrial and warehouse:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
1

 
316

 
55

 
4

 
2,160

 
91

Other

 

 

 

 

 

Total CRE—Industrial and Warehouse
1


316


55


4


2,160


91

CRE—Other commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
15

 
10,674

 
(729
)
 
10

 
4,072

 
16

Other

 

 

 
1

 
82

 
(22
)
Total CRE—Other commercial real estate
15

 
10,674

 
(729
)
 
11

 
4,154

 
(6
)
Automobile:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
3

 
64

 
5

 
12

 
23

 
1

Amortization or maturity date change
286

 
2,663

 
202

 
316

 
2,132

 
96

Chapter 7 bankruptcy
244

 
1,982

 
114

 
146

 
1,138

 
61

Other

 

 

 

 

 

Total Automobile
533

 
4,709

 
321

 
474

 
3,293

 
158

Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
5

 
404

 
17

 
4

 
261

 
(52
)
Amortization or maturity date change
108

 
10,641

 
(420
)
 
70

 
9,416

 
(74
)
Chapter 7 bankruptcy
6

 
1,178

 
(49
)
 
35

 
2,884

 
(7
)
Other
1

 
164

 

 

 

 

Total Residential mortgage
120

 
12,387

 
(452
)
 
109

 
12,561

 
(133
)
First-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
5

 
530

 
13

 
11

 
1,160

 
42

Amortization or maturity date change
15

 
1,219

 
(36
)
 
65

 
6,432

 
(325
)
Chapter 7 bankruptcy
19

 
1,743

 
17

 
22

 
1,270

 
54

Other

 

 

 

 

 


82


Total First-lien home equity
39

 
3,492

 
(6
)
 
98

 
8,862

 
(229
)
Junior-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
4

 
97

 
13

 
4

 
98

 
6

Amortization or maturity date change
112

 
5,182

 
(700
)
 
419

 
18,077

 
(2,615
)
Chapter 7 bankruptcy
27

 
371

 
250

 
57

 
650

 
1,358

Other

 

 

 

 

 

Total Junior-lien home equity
143

 
5,650

 
(437
)
 
480

 
18,825

 
(1,251
)
Other consumer:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
1

 
4

 

 
2

 
33

 
2

Chapter 7 bankruptcy

 

 

 
3

 
39

 
8

Other

 

 

 

 

 

Total Other consumer
1

 
4

 

 
5

 
72

 
10

Total new troubled debt restructurings
1,077

 
$
176,582

 
$
(4,787
)
 
1,425

 
$
259,911

 
$
(12,961
)
(1)
TDRs may include multiple concessions and the disclosure classifications are based on the primary concession provided to the borrower.
(2)
Amounts represent the financial impact via provision for loan and lease losses as a result of the modification.

 
 
 
 
 
 
 
 
 
 
 
 
 
New Troubled Debt Restructurings During The Six-Month Period Ended (1)
 
June 30, 2016
 
June 30, 2015
(dollar amounts in thousands)
Number of
Contracts
 
Post-modification
Outstanding
Ending Balance
 
Financial effects
of modification (2)
 
Number of
Contracts
 
Post-modification
Outstanding
Ending Balance
 
Financial effects
of modification (2)
C&I—Owner occupied:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
2

 
$
39

 
$
(1
)
 
3

 
$
235

 
$
(2
)
Amortization or maturity date change
99

 
45,556

 
463

 
101

 
46,966

 
(2,102
)
Other
3

 
451

 
(17
)
 
3

 
613

 
(29
)
Total C&I—Owner occupied
104

 
46,046

 
445

 
107

 
47,814

 
(2,133
)
C&I—Other commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
5

 
435

 
9

Amortization or maturity date change
284

 
211,035

 
(3,381
)
 
270

 
236,226

 
(7,601
)
Other
7

 
639

 
13

 
6

 
28,512

 
(430
)
Total C&I—Other commercial and industrial
291

 
211,674

 
(3,368
)
 
281

 
265,173

 
(8,022
)
CRE—Retail properties:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
1

 
1,657

 
(11
)
Amortization or maturity date change
8

 
2,433

 
(39
)
 
12

 
10,973

 
(1,533
)
Other

 

 

 

 

 

Total CRE—Retail properties
8

 
2,433

 
(39
)
 
13

 
12,630

 
(1,544
)
CRE—Multi family:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
84

 

 
1

 
90

 

Amortization or maturity date change
22

 
25,071

 
(152
)
 
30

 
10,236

 
(29
)

83


Other
1

 
7

 

 
8

 
216

 
(6
)
Total CRE—Multi family
24

 
25,162

 
(152
)
 
39

 
10,542

 
(35
)
CRE—Office:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
9

 
8,916

 
430

 
12

 
31,073

 
72

Other
2

 
184

 
(19
)
 
1

 
30

 
(2
)
Total CRE—Office
11

 
9,100

 
411

 
13

 
31,103

 
70

CRE—Industrial and warehouse:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
3

 
688

 
(824
)
 
5

 
2,386

 
91

Other

 

 

 

 

 

Total CRE—Industrial and Warehouse
3

 
688

 
(824
)
 
5

 
2,386

 
91

CRE—Other commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
18

 
12,704

 
(697
)
 
17

 
7,731

 
27

Other
1

 
124

 
35

 
2

 
234

 
(22
)
Total CRE—Other commercial real estate
19

 
12,828

 
(662
)
 
19

 
7,965

 
5

Automobile:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
7

 
106

 
7

 
25

 
42

 
2

Amortization or maturity date change
707

 
6,564

 
422

 
812

 
5,484

 
254

Chapter 7 bankruptcy
561

 
4,544

 
229

 
290

 
2,361

 
161

Other

 

 

 

 

 

Total Automobile
1,275

 
11,214

 
658

 
1,127

 
7,887

 
417

Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
10

 
1,061

 
(15
)
 
9

 
737

 
(56
)
Amortization or maturity date change
200

 
21,400

 
(997
)
 
193

 
23,274

 
(195
)
Chapter 7 bankruptcy
23

 
2,683

 
21

 
69

 
7,060

 
(131
)
Other
1

 
164

 

 
6

 
708

 

Total Residential mortgage
234

 
25,308

 
(991
)
 
277

 
31,779

 
(382
)
First-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
17

 
1,501

 
46

 
21

 
2,579

 
68

Amortization or maturity date change
40

 
3,269

 
(64
)
 
114

 
10,043

 
(628
)
Chapter 7 bankruptcy
58

 
4,609

 
139

 
48

 
2,855

 
134

Other

 

 

 

 

 

Total First-lien home equity
115

 
9,379

 
121

 
183

 
15,477

 
(426
)
Junior-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
12

 
510

 
47

 
8

 
349

 
21

Amortization or maturity date change
316

 
15,022

 
(1,954
)
 
766

 
34,584

 
(551
)
Chapter 7 bankruptcy
87

 
1,102

 
861

 
108

 
1,425

 
2,245


84


Other

 

 

 

 

 

Total Junior-lien home equity
415

 
16,634

 
(1,046
)
 
882

 
36,358

 
1,715

Other consumer:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
5

 
559

 
24

 
6

 
128

 
6

Chapter 7 bankruptcy
7

 
66

 
7

 
5

 
45

 
9

Other

 

 

 

 

 

Total Other consumer
12

 
625

 
31

 
11

 
173

 
15

Total new troubled debt restructurings
2,511

 
$
371,091

 
$
(5,416
)
 
2,957

 
$
469,287

 
$
(10,229
)
(1)
TDRs may include multiple concessions and the disclosure classifications are based on the primary concession provided to the borrower.
(2)
Amount represents the financial impact via provision for loan and lease losses as a result of the modification.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pledged Loans and Leases
At June 30, 2016, the Bank has access to the Federal Reserve’s discount window and advances from the FHLB – Cincinnati. As of June 30, 2016, these borrowings and advances are secured by $18.0 billion of loans and securities.
On March 31, 2015, Huntington completed its acquisition of Macquarie Equipment Finance, which we have re-branded Huntington Technology Finance. Huntington assumed debt associated with two securitizations. As of June 30, 2016, the debt is secured by $106 million of leases held by the trusts.
5. AVAILABLE-FOR-SALE AND OTHER SECURITIES
Listed below are the contractual maturities (1 year or less, 1-5 years, 6-10 years, and over 10 years) of available-for-sale and other securities at June 30, 2016 and December 31, 2015:
 
June 30, 2016
 
December 31, 2015
(dollar amounts in thousands)
Amortized
Cost
 
Fair Value
 
Amortized
Cost
 
Fair Value
U.S. Treasury, Federal agency, and other agency securities:
 
 
 
 
 
 
 
U.S. Treasury:
 
 
 
 
 
 
 
1 year or less
$
1,798

 
$
1,799

 
$

 
$

After 1 year through 5 years
5,468

 
5,521

 
5,457

 
5,472

After 5 years through 10 years

 

 

 

After 10 years

 

 

 

Total U.S. Treasury
7,266

 
7,320

 
5,457

 
5,472

Federal agencies: mortgage-backed securities:
 
 
 
 
 
 
 
1 year or less
51,000

 
50,982

 
51,146

 
51,050

After 1 year through 5 years
96,565

 
98,664

 
111,655

 
113,393

After 5 years through 10 years
239,445

 
246,718

 
254,397

 
257,765

After 10 years
4,734,778

 
4,821,428

 
4,088,120

 
4,099,480

Total Federal agencies: mortgage-backed securities
5,121,788

 
5,217,792

 
4,505,318

 
4,521,688

Other agencies:
 
 
 
 
 
 
 
1 year or less
1,650

 
1,688

 
801

 
805

After 1 year through 5 years
7,494

 
7,883

 
9,101

 
9,395

After 5 years through 10 years
73,899

 
76,422

 
105,174

 
105,713

After 10 years

 

 

 

Total other agencies
83,043

 
85,993

 
115,076

 
115,913


85


Total U.S. Treasury, Federal agency, and other agency securities
5,212,097

 
5,311,105

 
4,625,851

 
4,643,073

Municipal securities:
 
 
 
 
 
 
 
1 year or less
316,563

 
306,297

 
281,644

 
280,823

After 1 year through 5 years
699,471

 
707,937

 
587,664

 
587,345

After 5 years through 10 years
1,029,450

 
1,049,301

 
1,053,502

 
1,048,550

After 10 years
488,761

 
518,092

 
509,133

 
539,678

Total municipal securities
2,534,245

 
2,581,627

 
2,431,943

 
2,456,396

Asset-backed securities:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years
174,999

 
176,453

 
110,115

 
109,300

After 5 years through 10 years
88,174

 
90,210

 
128,342

 
128,208

After 10 years
656,860

 
623,909

 
662,602

 
623,905

Total asset-backed securities
920,033

 
890,572

 
901,059

 
861,413

Corporate debt:
 
 
 
 
 
 
 
1 year or less
94,200

 
95,772

 
300

 
302

After 1 year through 5 years
346,755

 
355,944

 
356,513

 
360,653

After 5 years through 10 years
66,337

 
68,288

 
107,394

 
105,522

After 10 years

 

 

 

Total corporate debt
507,292

 
520,004

 
464,207

 
466,477

Other:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years
3,950

 
3,947

 
3,950

 
3,898

After 5 years through 10 years

 

 

 

After 10 years

 

 

 

Non-marketable equity securities
333,751

 
333,751

 
332,786

 
332,786

Mutual funds
11,069

 
11,069

 
10,604

 
10,604

Marketable equity securities
523

 
963

 
523

 
794

Total other
349,293

 
349,730

 
347,863

 
348,082

Total available-for-sale and other securities
$
9,522,960

 
$
9,653,038

 
$
8,770,923

 
$
8,775,441

Non-marketable equity securities at June 30, 2016 and December 31, 2015 include $157 million of stock issued by the FHLB of Cincinnati and $177 million and $176 million, respectively of Federal Reserve Bank stock. Non-marketable equity securities are recorded at amortized cost.
The following tables provide amortized cost, fair value, and gross unrealized gains and losses recognized in OCI by investment category at June 30, 2016 and December 31, 2015:

86


 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
June 30, 2016
 
 
 
 
 
 
 
U.S. Treasury
$
7,266

 
$
54

 
$

 
$
7,320

Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
5,121,788

 
96,433

 
(429
)
 
5,217,792

Other agencies
83,043

 
2,950

 

 
85,993

Total U.S. Treasury, Federal agency securities
5,212,097

 
99,437

 
(429
)
 
5,311,105

Municipal securities
2,534,245

 
75,326

 
(27,944
)
 
2,581,627

Asset-backed securities
920,033

 
5,408

 
(34,869
)
 
890,572

Corporate debt
507,292

 
12,720

 
(8
)
 
520,004

Other securities
349,293

 
440

 
(3
)
 
349,730

Total available-for-sale and other securities
$
9,522,960

 
$
193,331

 
$
(63,253
)
 
$
9,653,038

 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
December 31, 2015
 
 
 
 
 
 
 
U.S. Treasury
$
5,457

 
$
15

 
$

 
$
5,472

Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
4,505,318

 
30,078

 
(13,708
)
 
4,521,688

Other agencies
115,076

 
888

 
(51
)
 
115,913

Total U.S. Treasury, Federal agency securities
4,625,851

 
30,981

 
(13,759
)
 
4,643,073

Municipal securities
2,431,943

 
51,558

 
(27,105
)
 
2,456,396

Asset-backed securities
901,059

 
535

 
(40,181
)
 
861,413

Corporate debt
464,207

 
4,824

 
(2,554
)
 
466,477

Other securities
347,863

 
271

 
(52
)
 
348,082

Total available-for-sale and other securities
$
8,770,923

 
$
88,169

 
$
(83,651
)
 
$
8,775,441

At June 30, 2016, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, and security repurchase agreements totaled $2.5 billion. There were no securities of a single issuer, which are not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at June 30, 2016.
The following tables provide detail on investment securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position, at June 30, 2016 and December 31, 2015:
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
104,627

 
$
(263
)
 
$
32,718

 
$
(166
)
 
$
137,345

 
$
(429
)
Other agencies

 

 

 

 

 

Total Federal agency securities
104,627

 
(263
)
 
32,718

 
(166
)
 
137,345

 
(429
)
Municipal securities
537,833

 
(20,445
)
 
187,853

 
(7,499
)
 
725,686

 
(27,944
)
Asset-backed securities
244,056

 
(2,707
)
 
124,200

 
(32,162
)
 
368,256

 
(34,869
)
Corporate debt

 

 
296

 
(8
)
 
296

 
(8
)
Other securities


 


 
2,297

 
(3
)
 
2,297

 
(3
)
Total temporarily impaired securities
$
886,516

 
$
(23,415
)
 
$
347,364

 
$
(39,838
)
 
$
1,233,880

 
$
(63,253
)

87


 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
1,658,516

 
$
(11,341
)
 
$
84,147

 
$
(2,367
)
 
$
1,742,663

 
$
(13,708
)
Other agencies
37,982

 
(51
)
 

 

 
37,982

 
(51
)
Total Federal agency securities
1,696,498

 
(11,392
)
 
84,147

 
(2,367
)
 
1,780,645

 
(13,759
)
Municipal securities
570,916

 
(15,992
)
 
248,204

 
(11,113
)
 
819,120

 
(27,105
)
Asset-backed securities
552,275

 
(5,791
)
 
207,639

 
(34,390
)
 
759,914

 
(40,181
)
Corporate debt
167,144

 
(1,673
)
 
21,965

 
(881
)
 
189,109

 
(2,554
)
Other securities
772

 
(28
)
 
1,476

 
(24
)
 
2,248

 
(52
)
Total temporarily impaired securities
$
2,987,605

 
$
(34,876
)
 
$
563,431

 
$
(48,775
)
 
$
3,551,036

 
$
(83,651
)
The following table is a summary of realized securities gains and losses for the three-month and six-month periods ended June 30, 2016 and 2015:
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Gross gains on sales of securities
$
3,391

 
$
82

 
$
3,391

 
$
82

Gross (losses) on sales of securities
(2,659
)
 

 
(2,659
)
 


Net gain on sales of securities
$
732

 
$
82

 
$
732

 
$
82


Security Impairment
Huntington evaluates the available-for-sale securities portfolio on a quarterly basis for impairment. We conduct a comprehensive security-level assessment on all available-for-sale securities. Impairment would exist when the present value of the expected cash flows are not sufficient to recover the entire amortized cost basis at the balance sheet date. Under these circumstances, any impairment would be recognized in earnings. The contractual terms and/or cash flows of the investments do not permit the issuer to settle the securities at a price less than the amortized cost. Huntington does not intend to sell, nor does it believe it will be required to sell these securities until the amortized cost is recovered, which may be maturity.
The highest risk segment in our investment portfolio is the trust preferred CDO securities which are in the asset-backed securities portfolio. This portfolio is in run off, and we have not purchased these types of securities since 2005. The fair values of the CDO assets have been impacted by various market conditions. The unrealized losses are primarily the result of wider liquidity spreads on asset-backed securities and the longer expected average lives of the trust-preferred CDO securities, due to changes in the expectations of when the underlying securities will be repaid.
Collateralized Debt Obligations are backed by a pool of debt securities issued by financial institutions. The collateral generally consists of trust-preferred securities and subordinated debt securities issued by banks, bank holding companies, and insurance companies. Many collateral issuers have the option of deferring interest payments on their debt for up to five years. A full cash flow analysis is used to estimate fair values and assess impairment for each security within this portfolio. A third party pricing specialist with direct industry experience in pooled-trust-preferred security evaluations is engaged to provide assistance estimating the fair value and expected cash flows on this portfolio. The full cash flow analysis is completed by evaluating the relevant credit and structural aspects of each pooled-trust-preferred security in the portfolio, including collateral performance projections for each piece of collateral in the security and terms of the security’s structure. The credit review includes an analysis of profitability, credit quality, operating efficiency, leverage, and liquidity using available financial and regulatory information for each underlying collateral issuer. The analysis also includes a review of historical industry default data, current / near-term operating conditions, and the impact of macroeconomic and regulatory changes. Using the results of our analysis, we estimate appropriate default and recovery probabilities for each piece of collateral then estimate the expected cash flows for each security. The fair value of each security is obtained by discounting the expected cash flows at a market discount rate. The market discount rate is determined by reference to yields observed in the market for similarly rated collateralized debt obligations, specifically high-yield collateralized loan obligations. The relatively high market discount rate is reflective of the uncertainty of the cash flows and illiquid nature of these securities. The large differential between the fair value and amortized cost of some of the securities reflects the high market discount rate and the expectation that the majority of the cash flows will not be received until near the final maturity of the security (the final maturities range from 2032 to 2035).

88


On December 10, 2013, the Federal Reserve, the OCC, the FDIC, the CFTC and the SEC issued final rules to implement the Volcker Rule contained in section 619 of the Dodd-Frank Act, generally to become effective on July 21, 2015. The Volcker Rule prohibits an insured depository institution and its affiliates (referred to as “banking entities”) from: (i) engaging in “proprietary trading” and (ii) investing in or sponsoring certain types of funds (“covered funds”) subject to certain limited exceptions. These prohibitions impact the ability of U.S. banking entities to provide investment management products and services that are competitive with nonbanking firms generally and with non-U.S. banking organizations in overseas markets. The rule also effectively prohibits short-term trading strategies by any U.S. banking entity if those strategies involve instruments other than those specifically permitted for trading. On July 6, 2016, the Federal Reserve extended the conformance period under section 13 of the BHC Act for all banking entities to conform investments in, and relationships with, legacy covered funds until July 21, 2017.
On January 14, 2014, the five federal agencies approved an interim final rule to permit banking entities to retain interests in certain collateralized debt obligations backed primarily by trust preferred securities from the investment prohibitions of section 619 of the Volcker Rule. Under the interim final rule, the agencies permit the retention of an interest in or sponsorship of covered funds by banking entities if certain qualifications are met. In addition, the agencies released a non-exclusive list of issuers that meet the requirements of the interim final rule. At June 30, 2016, we had investments in seven different pools of trust preferred securities. Six of our pools are included in the list of non-exclusive issuers. We have analyzed the ICONS pool that was not included on the list and believe that it is more likely than not that we will be able to hold the ICONS security to recovery under the final Volcker Rule regulations.

The following table summarizes the relevant characteristics of our CDO securities portfolio, which are included in asset-backed securities, at June 30, 2016. Each security is part of a pool of issuers and supports a more senior tranche of securities except for the MM Comm III securities which are the most senior class.
Collateralized Debt Obligation Data
June 30, 2016
(dollar amounts in thousands)
Deal Name
Par Value
 
Amortized
Cost
 
Fair
Value
 
Unrealized
Loss (2)
 
Lowest
Credit
Rating
(3)
 
# of Issuers
Currently
Performing/
Remaining (4)
 
Actual
Deferrals
and
Defaults
as a % of
Original
Collateral
 
Expected
Defaults
as a % of
Remaining
Performing
Collateral
 
Excess
Subordination
(5)
ICONS
$
18,912

 
$
18,912

 
$
14,997

 
$
(3,915
)
 
BB
 
19/21
 
7
 
14
 
52
MM Comm III
4,633

 
4,426

 
3,524

 
(902
)
 
BB
 
5/8
 
5
 
6
 
35
Pre TSL IX
5,000

 
3,955

 
2,995

 
(960
)
 
C
 
27/38
 
18
 
10
 
7
Pre TSL XI
25,000

 
19,878

 
14,453

 
(5,426
)
 
C
 
43/55
 
16
 
8
 
12
Pre TSL XIII
27,530

 
19,434

 
15,687

 
(3,748
)
 
C
 
46/56
 
10
 
11
 
26
Reg Diversified (1)
25,500

 
4,754

 
1,800

 
(2,953
)
 
D
 
22/38
 
33
 
7
 
Tropic III
31,000

 
31,000

 
17,924

 
(13,076
)
 
BB
 
30/40
 
19
 
7
 
39
Total at June 30, 2016
$
137,575

 
$
102,359

 
$
71,380

 
$
(30,980
)
 
 
 
 
 
 
 
 
 
 
Total at December 31, 2015
$
179,574

 
$
131,911

 
$
100,338

 
$
(31,654
)
 
 
 
 
 
 
 
 
 
 
(1)
Security was determined to have OTTI. As such, the book value is net of recorded credit impairment.
(2)
The majority of securities have been in a continuous loss position for 12 months or longer.
(3)
For purposes of comparability, the lowest credit rating expressed is equivalent to Fitch ratings even where the lowest rating is based on another nationally recognized credit rating agency.
(4)
Includes both banks and/or insurance companies.
(5)
Excess subordination percentage represents the additional defaults in excess of both current and projected defaults that the CDO can absorb before the bond experiences credit impairment. Excess subordinated percentage is calculated by (a) determining what percentage of defaults a deal can experience before the bond has credit impairment, and (b) subtracting from this default breakage percentage both total current and expected future default percentages.

For the three-month and six-month periods ended June 30, 2016 and 2015, the following table summarizes by security type the total OTTI losses recognized in the Unaudited Condensed Consolidated Statements of Income for securities evaluated for impairment as described above.

89


 
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
 
2016
 
2015
 
2016
 
2015
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
Municipal Securities
 
$
76

 
$

 
$
76

 
$

Total debt securities
 
76

 

 
76

 

Total available-for-sale and other securities
 
$
76

 
$

 
$
76

 
$


The following table rolls forward the OTTI recognized in earnings on debt securities held by Huntington for the three-month and six-month periods ended June 30, 2016 and 2015 as follows:
 
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
 
2016
 
2015
 
2016
 
2015
Balance, beginning of period
 
$
18,368

 
$
30,869

 
$
18,368

 
$
30,869

Reductions from sales
 
(8,613
)
 

 
(8,613
)
 

Additional credit losses
 
76

 

 
76

 

Balance, end of period
 
$
9,831

 
$
30,869

 
$
9,831

 
$
30,869

6. HELD-TO-MATURITY SECURITIES
These are debt securities that Huntington has the intent and ability to hold until maturity. The debt securities are carried at amortized cost and adjusted for amortization of premiums and accretion of discounts using the interest method.

During 2015, Huntington transferred $3.0 billion of federal agencies, mortgage-backed securities and other agency securities from the available-for-sale securities portfolio to the held-to-maturity securities portfolio. At the time of the transfer, $6 million of unrealized net gains were recognized in OCI. The amounts in OCI will be recognized in earnings over the remaining life of the securities as an offset to the adjustment of yield in a manner consistent with the amortization of the premium on the same transferred securities, resulting in an immaterial impact on net income.

90


Listed below are the contractual maturities (1 year or less, 1-5 years, 6-10 years, and over 10 years) of held-to-maturity securities at June 30, 2016 and December 31, 2015:
 
June 30, 2016
 
December 31, 2015
(dollar amounts in thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Federal agencies: mortgage-backed securities:
 
 
 
 
 
 
 
1 year or less
$

 
$

 
$

 
$

After 1 year through 5 years

 

 

 

After 5 years through 10 years
43,441

 
44,543

 
25,909

 
25,227

After 10 years
5,015,636

 
5,126,798

 
5,506,592

 
5,484,407

Total Federal agencies: mortgage-backed securities
5,059,077

 
5,171,341

 
5,532,501

 
5,509,634

Other agencies:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years

 

 

 

After 5 years through 10 years
309,750

 
317,300

 
283,960

 
284,907

After 10 years
283,113

 
290,830

 
336,092

 
334,004

Total other agencies
592,863

 
608,130

 
620,052

 
618,911

Total U.S. Government backed agencies
5,651,940

 
5,779,471

 
6,152,553

 
6,128,545

Municipal securities:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years

 

 

 

After 5 years through 10 years

 

 

 

After 10 years
6,625

 
6,753

 
7,037

 
6,913

Total municipal securities
6,625

 
6,753

 
7,037

 
6,913

Total held-to-maturity securities
$
5,658,565

 
$
5,786,224

 
$
6,159,590

 
$
6,135,458

The following table provides amortized cost, gross unrealized gains and losses, and fair value by investment category at June 30, 2016 and December 31, 2015:
 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
June 30, 2016
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
$
5,059,077

 
$
114,311

 
$
(2,047
)
 
$
5,171,341

Other agencies
592,863

 
15,267

 

 
608,130

Total U.S. Government backed agencies
5,651,940

 
129,578

 
(2,047
)
 
5,779,471

Municipal securities
6,625

 
128

 

 
6,753

Total held-to-maturity securities
$
5,658,565

 
$
129,706

 
$
(2,047
)
 
$
5,786,224

 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
December 31, 2015
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
$
5,532,501

 
$
14,637

 
$
(37,504
)
 
$
5,509,634

Other agencies
620,052

 
1,645

 
(2,786
)
 
618,911

Total U.S. Government backed agencies
6,152,553

 
16,282

 
(40,290
)
 
6,128,545

Municipal securities
7,037

 

 
(124
)
 
6,913

Total held-to-maturity securities
$
6,159,590

 
$
16,282

 
$
(40,414
)
 
$
6,135,458


91


The following tables provide detail on held-to-maturity securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position, at June 30, 2016 and December 31, 2015:
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands)
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
96,614

 
$
(560
)
 
$
162,973

 
$
(1,487
)
 
$
259,587

 
$
(2,047
)
Other agencies

 

 

 

 

 

Total U.S. Government backed securities
96,614

 
(560
)
 
162,973

 
(1,487
)
 
259,587

 
(2,047
)
Municipal securities

 

 

 

 

 

Total temporarily impaired securities
$
96,614

 
$
(560
)
 
$
162,973

 
$
(1,487
)
 
$
259,587

 
$
(2,047
)
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands)
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
3,692,890

 
$
(25,418
)
 
$
519,872

 
$
(12,086
)
 
$
4,212,762

 
$
(37,504
)
Other agencies
425,410

 
(2,689
)
 
6,647

 
(97
)
 
432,057

 
(2,786
)
Total U.S. Government backed securities
4,118,300

 
(28,107
)
 
526,519

 
(12,183
)
 
4,644,819

 
(40,290
)
Municipal securities

 

 
6,913

 
(124
)
 
6,913

 
(124
)
Total temporarily impaired securities
$
4,118,300

 
$
(28,107
)
 
$
533,432

 
$
(12,307
)
 
$
4,651,732

 
$
(40,414
)
Security Impairment
Huntington evaluates the held-to-maturity securities portfolio on a quarterly basis for impairment. Impairment would exist when the present value of the expected cash flows is not sufficient to recover the entire amortized cost basis at the balance sheet date. Under these circumstances, any impairment would be recognized in earnings. As of June 30, 2016, Management has evaluated held-to-maturity securities with unrealized losses for impairment and concluded no OTTI is required.
7. LOAN SALES AND SECURITIZATIONS
Residential Mortgage Loans
The following table summarizes activity relating to residential mortgage loans sold with servicing retained for the three-month and six-month periods ended June 30, 2016 and 2015:
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Residential mortgage loans sold with servicing retained
$
715,589

 
$
938,412

 
$
1,348,055

 
$
1,569,096

Pretax gains resulting from above loan sales (1)
18,618

 
27,471

 
32,731

 
42,334

(1)
Recorded in mortgage banking income.
A MSR is established only when the servicing is contractually separated from the underlying mortgage loans by sale or securitization of the loans with servicing rights retained. At initial recognition, the MSR asset is established at its fair value using assumptions consistent with assumptions used to estimate the fair value of existing MSRs. At the time of initial capitalization, MSRs may be recorded using either the fair value method or the amortization method. The election of the fair value method or amortization method is made at the time each servicing class is established. Subsequently, servicing rights are accounted for based on the methodology chosen for each respective servicing class. Any increase or decrease in the fair value of MSRs carried under the fair value method, as well as amortization or impairment of MSRs recorded using the amortization

92


method, during the period is recorded as an increase or decrease in mortgage banking income, which is reflected in noninterest income in the Unaudited Condensed Consolidated Statements of Income.
The following tables summarize the changes in MSRs recorded using either the fair value method or the amortization method for the three-month and six-month periods ended June 30, 2016 and 2015:
Fair Value Method:
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Fair value, beginning of period
$
14,819

 
$
20,455

 
$
17,585

 
$
22,786

Change in fair value during the period due to:
 
 
 
 
 
 
 
Time decay (1)
(245
)
 
(332
)
 
(518
)
 
(671
)
Payoffs (2)
(465
)
 
(997
)
 
(969
)
 
(1,815
)
Changes in valuation inputs or assumptions (3)
(1,004
)
 
1,555

 
(2,993
)
 
381

Fair value, end of period:
$
13,105

 
$
20,681

 
$
13,105

 
$
20,681

Weighted-average life (years)
5.1

 
5.1

 
5.1

 
5.1

(1)
Represents decrease in value due to passage of time, including the impact from both regularly scheduled loan principal payments and partial loan paydowns.
(2)
Represents decrease in value associated with loans that paid off during the period.
(3)
Represents change in value resulting primarily from market-driven changes in interest rates and prepayment speeds.
Amortization Method:
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Carrying value, beginning of period
$
127,275

 
$
125,454

 
$
143,133

 
$
132,813

New servicing assets created
7,277

 
10,338

 
13,386

 
16,792

Servicing assets acquired

 

 

 

Impairment (charge) / recovery
(7,295
)
 
12,970

 
(23,635
)
 
4,980

Amortization and other
(5,965
)
 
(5,635
)
 
(11,592
)
 
(11,458
)
Carrying value, end of period
$
121,292

 
$
143,127

 
$
121,292

 
$
143,127

Fair value, end of period
$
121,464

 
$
143,434

 
$
121,464

 
$
143,434

Weighted-average life (years)
6.1

 
6.5

 
6.1

 
6.5

MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs occur, the precise terms and conditions are typically not readily available. Therefore, the fair value of MSRs is estimated using a discounted future cash flow model. The model considers portfolio characteristics, contractually specified servicing fees and assumptions related to prepayments, delinquency rates, late charges, other ancillary revenues, costs to service, and other economic factors. Changes in the assumptions used may have a significant impact on the valuation of MSRs.
MSR values are very sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be greatly impacted by the level of prepayments. Huntington hedges the value of certain MSRs against changes in value attributable to changes in interest rates using a combination of derivative instruments and trading securities.
For MSRs under the fair value method, a summary of key assumptions and the sensitivity of the MSR value at June 30, 2016 and December 31, 2015, to changes in these assumptions follows:
 
June 30, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
12.70
%
 
$
(569
)
 
$
(1,098
)
 
14.70
%
 
$
(864
)
 
$
(1,653
)
Spread over forward interest rate swap rates
551 bps

 
(414
)
 
(802
)
 
539 bps

 
(559
)
 
(1,083
)

93


For MSRs under the amortization method, a summary of key assumptions and the sensitivity of the MSR value at June 30, 2016 and December 31, 2015, to changes in these assumptions follows:
 
June 30, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
10.50
%
 
$
(4,375
)
 
$
(8,445
)
 
11.10
%
 
$
(5,543
)
 
$
(10,648
)
Spread over forward interest rate swap rates
1,208 bps

 
(3,530
)
 
(6,848
)
 
875 bps

 
(4,662
)
 
(9,017
)
Total servicing, late and other ancillary fees included in mortgage banking income amounted to $12 million and $11 million for the three-month periods ended June 30, 2016 and 2015, respectively. For the six-month periods ended June 30, 2016 and 2015, total net servicing fees included in mortgage banking income were $24 million and $23 million, respectively. The unpaid principal balance of residential mortgage loans serviced for third parties was $16.2 billion and $16.2 billion at June 30, 2016 and December 31, 2015, respectively.
Automobile Loans and Leases
Huntington has retained servicing responsibilities on sold automobile loans and receives annual servicing fees and other ancillary fees on the outstanding loan balances. Automobile loan servicing rights are accounted for using the amortization method. A servicing asset is established at fair value at the time of the sale. The servicing asset is then amortized against servicing income. Impairment, if any, is recognized when carrying value exceeds the fair value as determined by calculating the present value of expected net future cash flows. The primary risk characteristic for measuring servicing assets is payoff rates of the underlying loan pools. Valuation calculations rely on the predicted payoff assumption and, if actual payoff is quicker than expected, then future value would be impaired.
Changes in the carrying value of automobile loan servicing rights for the three-month and six-month periods ended June 30, 2016 and 2015, and the fair value at the end of each period were as follows:
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Carrying value, beginning of period
$
7,029

 
$
5,063

 
$
8,771

 
$
6,898

New servicing assets created

 
11,180

 

 
11,180

Amortization and other
(1,571
)
 
(1,913
)
 
(3,313
)
 
(3,748
)
Carrying value, end of period
$
5,458

 
$
14,330

 
$
5,458

 
$
14,330

Fair value, end of period
$
5,551

 
$
14,336

 
$
5,551

 
$
14,336

Weighted-average life (years)
3.0

 
3.2

 
3.0

 
3.2

A summary of key assumptions and the sensitivity of the automobile loan servicing rights value to changes in these assumptions at June 30, 2016 and December 31, 2015 follows:
 
June 30, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
18.48
%
 
$
(240
)
 
$
(469
)
 
18.36
%
 
$
(500
)
 
$
(895
)
Spread over forward interest rate swap rates
500 bps

 
(5
)
 
(10
)
 
500 bps

 
(10
)
 
(19
)

Servicing income amounted to $2 million and $3 million for the three-month periods ending June 30, 2016, and 2015, respectively. For the six-month periods ended June 30, 2016 and 2015, total servicing income was $5 million and $7 million, respectively. The unpaid principal balance of automobile loans serviced for third parties was $0.6 billion and $0.9 billion at June 30, 2016 and December 31, 2015, respectively.
Small Business Administration (SBA) Portfolio
The following table summarizes activity relating to SBA loans sold with servicing retained for the three-month and six-month periods ended June 30, 2016 and 2015:

94


 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
SBA loans sold with servicing retained
$
58,629

 
$
53,534

 
$
104,518

 
$
95,935

Pretax gains resulting from above loan sales (1)
4,662

 
4,696

 
8,183

 
8,270

(1)
Recorded in gain on sale of loans.
Huntington has retained servicing responsibilities on sold SBA loans and receives annual servicing fees on the outstanding loan balances. SBA loan servicing rights are accounted for using the amortization method. A servicing asset is established at fair value at the time of the sale using a discounted future cash flow model. The servicing asset is then amortized against servicing income. Impairment, if any, is recognized when carrying value exceeds the fair value as determined by calculating the present value of expected net future cash flows.
The following tables summarize the changes in the carrying value of the servicing asset for the three-month and six-month periods ended June 30, 2016 and 2015, and the fair value at the end of each period were as follows:
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Carrying value, beginning of period
$
19,526

 
$
17,947

 
$
19,747

 
$
18,536

New servicing assets created
1,868

 
1,839

 
3,380

 
3,296

Amortization and other
(1,782
)
 
(1,514
)
 
(3,515
)
 
(3,560
)
Carrying value, end of period
$
19,612

 
$
18,272

 
$
19,612

 
$
18,272

Fair value, end of period
$
23,823

 
$
20,350

 
$
23,823

 
$
20,350

Weighted-average life (years)
3.3

 
3.3

 
3.3

 
3.3

A summary of key assumptions and the sensitivity of the SBA loan servicing rights value to changes in these assumptions at June 30, 2016 and December 31, 2015 follows:
 
June 30, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
7.50
%
 
$
(326
)
 
$
(648
)
 
7.60
%
 
$
(313
)
 
$
(622
)
Discount rate
15.00

 
(637
)
 
(1,248
)
 
15.00

 
(610
)
 
(1,194
)
Servicing income amounted to $2 million and $2 million for the three-month periods ending June 30, 2016, and 2015, respectively. For the six-month periods ended June 30, 2016 and 2015, total servicing income was $5 million and $4 million, respectively. The unpaid principal balance of SBA loans serviced for third parties was $1.1 billion and $1.0 billion at June 30, 2016 and December 31, 2015, respectively.
8. LONG-TERM DEBT
In March 2016, Huntington issued $1.0 billion of senior notes at 99.803% of face value. The senior notes mature on March 14, 2021 and have a fixed coupon rate of 3.15%. Debt issuance costs of $6 million related to the note are reported on the balance sheet as a direct deduction from the face amount of the note.
9. OTHER COMPREHENSIVE INCOME
The components of other comprehensive income for the three-month and six-month periods ended June 30, 2016 and 2015, were as follows:

95


 
Three Months Ended
June 30, 2016
 
Tax (Expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
1,032

 
$
(365
)
 
$
667

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
50,278

 
(18,234
)
 
32,044

Less: Reclassification adjustment for net losses (gains) included in net income
(2,294
)
 
811

 
(1,483
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
49,016

 
(17,788
)
 
31,228

Net change in unrealized holding gains (losses) on available-for-sale equity securities
66

 
(24
)
 
42

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
1,989

 
(696
)
 
1,293

Less: Reclassification adjustment for net (gains) losses included in net income
(248
)
 
89

 
(159
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
1,741

 
(607
)
 
1,134

Net change in pension and other post-retirement obligations
1,293

 
(453
)
 
840

Total other comprehensive income (loss)
$
52,116

 
$
(18,872
)
 
$
33,244

 
Three Months Ended
June 30, 2015
 
Tax (Expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
13,490

 
$
(4,770
)
 
$
8,720

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
(52,119
)
 
18,374

 
(33,745
)
Less: Reclassification adjustment for net losses (gains) included in net income
(120
)
 
42

 
(78
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
(38,749
)
 
13,646

 
(25,103
)
Net change in unrealized holding gains (losses) on available-for-sale equity securities
16

 
(5
)
 
11

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
(829
)
 
290

 
(539
)
Less: Reclassification adjustment for net (gains) losses included in net income
(138
)
 
48

 
(90
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
(967
)
 
338

 
(629
)
Net change in pension and other post-retirement obligations
1,390

 
(487
)
 
903

Total other comprehensive income (loss)
$
(38,310
)
 
$
13,492

 
$
(24,818
)

96


 
Six months ended
June 30, 2016
 
Tax (expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
(2,602
)
 
$
920

 
$
(1,682
)
Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
130,746

 
(46,919
)
 
83,827

Less: Reclassification adjustment for net losses (gains) included in net income
(2,758
)
 
975

 
(1,783
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
125,386

 
(45,024
)
 
80,362

Net change in unrealized holding gains (losses) on available-for-sale equity securities
170

 
(60
)
 
110

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
16,218

 
(5,676
)
 
10,542

Less: Reclassification adjustment for net (gains) losses included in net income
(892
)
 
313

 
(579
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
15,326

 
(5,363
)
 
9,963

Net change in pension and other post-retirement obligations
2,586

 
(905
)
 
1,681

Total other comprehensive income (loss)
$
143,468

 
$
(51,352
)
 
$
92,116

 
Six months ended
June 30, 2015
 
Tax (expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
18,735

 
$
(6,625
)
 
$
12,110

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
8,384

 
(3,103
)
 
5,281

Less: Reclassification adjustment for net losses (gains) included in net income
(241
)
 
84

 
(157
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
26,878

 
(9,644
)
 
17,234

Net change in unrealized holding gains (losses) on available-for-sale equity securities
25

 
(9
)
 
16

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
27,317

 
(9,561
)
 
17,756

Less: Reclassification adjustment for net (gains) losses included in net income
(261
)
 
91

 
(170
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
27,056

 
(9,470
)
 
17,586

Net change in pension and other post-retirement obligations
2,779

 
(973
)
 
1,806

Total other comprehensive income (loss)
$
56,738

 
$
(20,096
)
 
$
36,642


97


The following table presents activity in accumulated other comprehensive income (loss), net of tax, for the six-month periods ended June 30, 2016 and 2015:
(dollar amounts in thousands)
Unrealized gains
and (losses) on
debt securities
(1)
 
Unrealized
gains and
(losses) on
equity
securities
 
Unrealized
gains and
(losses) on
cash flow
hedging
derivatives
 
Unrealized gains
(losses) for
pension and
other post-
retirement
obligations
 
Total
December 31, 2014
$
15,137

 
$
484

 
$
(12,233
)
 
$
(225,680
)
 
$
(222,292
)
Other comprehensive income before reclassifications
17,391

 
16

 
17,756

 

 
35,163

Amounts reclassified from accumulated OCI to earnings
(157
)
 

 
(170
)
 
1,806

 
1,479

Period change
17,234

 
16

 
17,586

 
1,806

 
36,642

June 30, 2015
$
32,371

 
$
500

 
$
5,353

 
$
(223,874
)
 
$
(185,650
)
December 31, 2015
$
8,361

 
$
176

 
$
(3,948
)
 
$
(230,747
)
 
$
(226,158
)
Other comprehensive income before reclassifications
82,145

 
110

 
10,542

 

 
92,797

Amounts reclassified from accumulated OCI to earnings
(1,783
)
 

 
(579
)
 
1,681

 
(681
)
Period change
80,362

 
110

 
9,963

 
1,681

 
92,116

June 30, 2016
$
88,723

 
$
286

 
$
6,015

 
$
(229,066
)
 
$
(134,042
)
(1)
Amount at June 30, 2016 and December 31, 2015 include $7 million and $9 million, respectively, of net unrealized gains on securities transferred from the available-for-sale securities portfolio to the held-to-maturity securities portfolio. The net unrealized gains will be recognized in earnings over the remaining life of the security using the effective interest method.

98


The following table presents the reclassification adjustments out of accumulated OCI included in net income and the impacted line items as listed on the Unaudited Condensed Consolidated Statements of Income for the three-month and six-month periods ended June 30, 2016 and 2015:
 
Reclassifications out of accumulated OCI
Accumulated OCI components
Amounts reclassified from accumulated OCI
 
Location of net gain (loss) reclassified from accumulated OCI into earnings
 
Three Months Ended
 
 
(dollar amounts in thousands)
June 30, 2016
 
June 30, 2015
 
 
Gains (losses) on debt securities:
 
 
 
 
 
Amortization of unrealized gains (losses)
$
740

 
$
80

 
Interest income - held-to-maturity securities - taxable
Realized gain (loss) on sale of securities
1,630

 
40

 
Noninterest income - net gains (losses) on sale of securities
OTTI recorded
(76
)
 

 
Noninterest income - net gains (losses) on sale of securities
 
2,294

 
120

 
Total before tax
 
(811
)
 
(42
)
 
Tax (expense) benefit
 
$
1,483

 
$
78

 
Net of tax
Gains (losses) on cash flow hedging relationships:
 
 
 
 
 
Interest rate contracts
$
248

 
$
118

 
Interest income - loans and leases
Interest rate contracts

 
20

 
Noninterest income - other income
 
248

 
138

 
Total before tax
 
(89
)
 
(48
)
 
Tax (expense) benefit
 
$
159

 
$
90

 
Net of tax
Amortization of defined benefit pension and post-retirement items:
 
 
 
 
 
Actuarial gains (losses)
$
(1,785
)
 
$
(1,882
)
 
Noninterest expense - personnel costs
Prior service credit
492

 
492

 
Noninterest expense - personnel costs
 
(1,293
)
 
(1,390
)
 
Total before tax
 
453

 
487

 
Tax (expense) benefit
 
$
(840
)
 
$
(903
)
 
Net of tax

99


 
Reclassifications out of accumulated OCI
Accumulated OCI components
Amounts reclassified from accumulated OCI
 
Location of net gain (loss) reclassified from accumulated OCI into earnings
 
Six months ended
 
 
(dollar amounts in thousands)
June 30, 2016
 
June 30, 2015
 
 
Gains (losses) on debt securities:
 
 
 
 
 
Amortization of unrealized gains (losses)
$
1,204

 
$
201

 
Interest income - held-to-maturity securities - taxable
Realized gain (loss) on sale of securities
1,630

 
40

 
Noninterest income - net gains (losses) on sale of securities
OTTI recorded
(76
)
 

 
Noninterest income - net gains (losses) on sale of securities
Total before tax
2,758

 
241

 
 
Tax (expense) benefit
(975
)
 
(84
)
 
 
Net of tax
$
1,783

 
$
157

 
 
Gains (losses) on cash flow hedging relationships:
 
 
 
 
 
Interest rate contracts
$
893

 
$
251

 
Interest income - loans and leases
Interest rate contracts
(1
)
 
10

 
Noninterest income - other income
Total before tax
892

 
261

 
 
Tax (expense) benefit
(313
)
 
(91
)
 
 
Net of tax
$
579

 
$
170

 
 
Amortization of defined benefit pension and post-retirement items:
 
 
 
 
 
Actuarial gains (losses)
$
(3,570
)
 
$
(3,763
)
 
Noninterest expense - personnel costs
Prior service credit
984

 
984

 
Noninterest expense - personnel costs
Total before tax
(2,586
)
 
(2,779
)
 
 
Tax (expense) benefit
905

 
973

 
 
Net of tax
$
(1,681
)
 
$
(1,806
)
 
 
10. SHAREHOLDERS’ EQUITY
Preferred D Stock issued and outstanding
During the 2016 first and second quarter, Huntington issued $400 million and $200 million of preferred stock, respectively. As part of these transactions, Huntington issued 24,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 6.250% Series D Non-Cumulative Perpetual Preferred Stock (Preferred D Stock), par value $0.01 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Each holder of a depositary share, will be entitled to all proportional rights and preferences of the Preferred D Stock (including dividend, voting, redemption and liquidation rights). Costs of $15 million related to the issuance of the Preferred D Stock are reported as a direct deduction from the face amount of the stock.
Dividends on the Preferred D Stock will be non-cumulative and payable quarterly in arrears, when, as and if authorized by our board of directors or a duly authorized committee of our board and declared by us, at an annual rate of 6.25% per year on the liquidation preference of $1,000 per share, equivalent to $25 per depositary share. The dividend payment dates will be the fifteenth day of each January, April, July and October, commencing on July 15, 2016, or the next business day if any such day is not a business day.
The Preferred D Stock is perpetual and has no maturity date. Huntington may redeem the Preferred D Stock at our option, (i) in whole or in part, from time to time, on any dividend payment date on or after April 15, 2021 or (ii) in whole but not in part, within 90 days following a regulatory capital treatment event, in each case, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends and, in the case of a redemption following a regulatory capital treatment event, the pro rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs. Notwithstanding the foregoing, pursuant to a commitment we have made to the Federal Reserve, for at

100


least five years after the date of the issuance of depositary shares offered by the prospectus supplement, we will not redeem or repurchase the Preferred D Stock, whether issued on March 21, 2016 or on the date of the issuance of the depositary shares offered by the prospectus supplement. If Huntington redeems the Preferred D Stock, the depositary will redeem a proportional number of depositary shares. Neither the holders of Preferred D Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Preferred D Stock or the depositary shares. Any redemption of the Preferred D Stock is subject to Huntington's receipt of any required prior approval by the Board of Governors of the Federal Reserve System.
2016 Comprehensive Capital Analysis and Review (CCAR)
On June 29, 2016, Huntington announced that the Federal Reserve did not object to the proposed capital actions included in Huntington's capital plan submitted to the Federal Reserve in April 2016 as part of the 2016 Comprehensive Capital Analysis and Review (CCAR). These actions included an increase in the quarterly dividend per common share to $0.08, starting in the fourth quarter of 2016. Huntington’s capital plan also included the issuance of capital in connection with the pending acquisition of FirstMerit Corporation and continues the previously announced suspension of the company’s 2015 share repurchase program.
2015 Share Repurchase Program
On March 11, 2015, Huntington announced that the Federal Reserve did not object to the proposed capital actions included in Huntington’s capital plan submitted to the Federal Reserve in January 2015. These actions included a potential repurchase of up to $366 million of common stock from the second quarter of 2015 through the second quarter of 2016. Purchases of common stock may include open market purchases, privately negotiated transactions, and accelerated repurchase programs. Huntington’s board of directors authorized a share repurchase program consistent with Huntington’s capital plan. This program replaced the previously authorized share repurchase program authorized by Huntington’s board of directors in 2014.
On January 26, 2016, Huntington announced 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 (see Note 3). As a result, Huntington did not repurchase any shares during 2016.
During the three months ended June 30, 2015, Huntington repurchased a total of 8.8 million shares of common stock at a weighted average share price of $11.20. During the six months ended June 30, 2015 Huntington repurchased a total of 13.8 million shares of common stock at a weighted average share price of $10.92.

11. EARNINGS PER SHARE
Basic earnings per share is the amount of earnings (adjusted for dividends declared on preferred stock) available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units and awards, distributions from deferred compensation plans, and the conversion of the Company’s convertible preferred. Potentially dilutive common shares are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive. For diluted earnings per share, net income available to common shares can be affected by the conversion of the Company’s convertible preferred stock. Where the effect of this conversion would be dilutive, net income available to common shareholders is adjusted by the associated preferred dividends and deemed dividend. The calculation of basic and diluted earnings per share for three and six-month periods ended June 30, 2016 and 2015, was as follows:

101


 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands, except per share amounts)
2016
 
2015
 
2016
 
2015
Basic earnings per common share:
 
 
 
 
 
 
 
Net income
$
174,540

 
$
196,206

 
$
345,854

 
$
362,060

Preferred stock dividends
(19,874
)
 
(7,968
)
 
(27,872
)
 
(15,933
)
Net income available to common shareholders
$
154,666

 
$
188,238

 
$
317,982

 
$
346,127

Average common shares issued and outstanding
798,167

 
806,891

 
796,961

 
808,335

Basic earnings per common share
$
0.19

 
$
0.23

 
$
0.40

 
$
0.43

Diluted earnings per common share:
 
 
 
 
 
 
 
Net income available to common shareholders
$
154,666

 
$
188,238

 
$
317,982

 
$
346,127

Effect of assumed preferred stock conversion

 

 

 

Net income applicable to diluted earnings per share
$
154,666

 
$
188,238

 
$
317,982

 
$
346,127

Average common shares issued and outstanding
798,167

 
806,891

 
796,961

 
808,335

Dilutive potential common shares:
 
 
 
 
 
 
 
Stock options and restricted stock units and awards
9,785

 
11,250

 
10,085

 
11,688

Shares held in deferred compensation plans
2,282

 
1,912

 
2,178

 
1,809

Other
137

 
185

 
136

 
191

Dilutive potential common shares:
12,204

 
13,347

 
12,399

 
13,688

Total diluted average common shares issued and outstanding
810,371

 
820,238

 
809,360

 
822,023

Diluted earnings per common share
$
0.19

 
$
0.23

 
$
0.39

 
$
0.42

For the three-month periods ended June 30, 2016 and 2015, approximately 4.7 million and 1.5 million, respectively, of options to purchase shares of common stock were not included in the computation of diluted earnings per share because the effect would be antidilutive. For the six-month periods ended June 30, 2016 and 2015, approximately 4.0 million and 1.3 million were not included, respectively,
12.BENEFIT PLANS
Huntington sponsors the Plan, a non-contributory defined benefit pension plan covering substantially all employees hired or rehired prior to January 1, 2010. The Plan, which was modified in 2013 and no longer accrues service benefits to participants, provides benefits based upon length of service and compensation levels. The funding policy of Huntington is to contribute an annual amount that is at least equal to the minimum funding requirements but not more than the amount deductible under the Internal Revenue Code. There is no required minimum contribution for 2016. During the 2013 third quarter, the board of directors approved, and management communicated, a curtailment of the Company’s pension plan effective December 31, 2013.
In addition, Huntington has an unfunded defined benefit post-retirement plan that provides certain healthcare and life insurance benefits to retired employees who have attained the age of 55 and have at least 10 years of vesting service under this plan. For additional information on benefit plans, see the Benefit Plan footnote in our 2015 Form 10-K.
On January 1, 2015, Huntington terminated the Company sponsored retiree health care plan for Medicare eligible retirees and their dependents. Instead, Huntington partnered with a third party to assist the retirees and their dependents in selecting individual policies from a variety of carriers on a private exchange. This plan amendment resulted in a measurement of the liability at the approval date. The result of the measurement was a $5 million reduction of the liability and increase in accumulated other comprehensive income during the 2014 third quarter. It also resulted in a reduction of expense over the estimated life of plan participants.




102


The following table shows the components of net periodic benefit expense of the Plan and the Post-Retirement Benefit Plan:
 
Pension Benefits
 
Post Retirement Benefits
 
Three Months Ended June 30,
 
Three Months Ended June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Service cost (1)
$
1,025

 
$
458

 
$

 
$

Interest cost
6,748

 
7,984

 
54

 
142

Expected return on plan assets
(10,224
)
 
(11,044
)
 

 

Amortization of prior service cost

 

 
(492
)
 
(492
)
Amortization of gain (loss)
1,865

 
1,984

 
(72
)
 
(116
)
Settlements
3,400

 
3,100

 

 

Benefit expense
$
2,814

 
$
2,482

 
$
(510
)
 
$
(466
)
 
Pension Benefits
 
Post Retirement Benefits
 
Six months ended June 30,
 
Six months ended June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Service cost (1)
$
2,050

 
$
915

 
$

 
$

Interest cost
13,496

 
15,969

 
109

 
283

Expected return on plan assets
(20,447
)
 
(22,087
)
 

 

Amortization of prior service credit

 

 
(984
)
 
(984
)
Amortization of gain (loss)
3,729

 
3,966

 
(144
)
 
(232
)
Settlements
6,800

 
5,650

 

 

Benefit expense
$
5,628

 
$
4,413

 
$
(1,019
)
 
$
(933
)
(1)
Since no participants will be earning benefits after December 31, 2013, the 2015 and 2016 service cost represents only administrative expenses.
The Bank, as trustee, held all Plan assets at June 30, 2016 and December 31, 2015. The Plan assets consisted of the following investments:
 
Fair Value
(dollar amounts in thousands)
June 30, 2016
 
December 31, 2015
Cash equivalents:
 
 
 
 
 
 
 
Federated-money market
$
5,841

 
1
%
 
$
15,590

 
3
%
Fixed income:
 
 
 
 
 
 
 
Corporate obligations
220,504

 
36

 
205,081

 
34

U.S. government obligations
65,827

 
11

 
64,456

 
11

Mutual funds-fixed income
26,661

 
4

 
32,874

 
6

U.S. government agencies
7,904

 
1

 
6,979

 
1

Equities:
 
 
 
 
 
 
 
Mutual funds-equities
129,997

 
21

 
136,026

 
23

Preferred stock
5,100

 
1

 

 

Common stock
135,757

 
22

 
120,046

 
20

Exchange traded funds
6,574

 
1

 
6,530

 
1

Limited partnerships
10,395

 
2

 
6,635

 
1

Fair value of plan assets
$
614,560

 
100
%
 
$
594,217

 
100
%
Investments of the Plan are accounted for at cost on the trade date and are reported at fair value. The valuation methodologies used to measure the fair value of pension plan assets vary depending on the type of asset. At June 30, 2016, equities and money market funds are classified as Level 1; mutual funds-fixed income, corporate obligations, U.S. government obligations, and U.S. government agencies are classified as Level 2; and limited partnerships are classified as Level 3.

103


In general, investments of the Plan are exposed to various risks such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investments, it is reasonably possible changes in the values of investments will occur in the near term and such changes could materially affect the amounts reported in the Plan assets.
The investment objective of the Plan is to maximize the return on Plan assets over a long-time period, while meeting the Plan obligations. At June 30, 2016, Plan assets were invested 47% in equity investments, 52% in bonds, and 1% in cash equivalents with an average duration of 12.9 years on bond investments. The estimated life of benefit obligations was 11.9 years. Although it may fluctuate with market conditions, Management has targeted a long-term allocation of Plan assets of 20% to 50% in equity investments and 80% to 50% in bond investments. The allocation of Plan assets between equity investments and fixed income investments will change from time to time with the allocation to fixed income investments increasing as the funding level increases.
Huntington also sponsors other nonqualified retirement plans, the most significant being the SERP and the SRIP. The SERP provides certain former officers and directors, and the SRIP provides certain current and former officers and directors of Huntington and its subsidiaries with defined pension benefits in excess of limits imposed by federal tax law. During the 2013 third quarter, the board of directors approved, and management communicated, a curtailment of the Company’s SRIP plan effective December 31, 2013.
Huntington has a defined contribution plan that is available to eligible employees. Huntington matches participant contributions, up to the first 4% of base pay contributed to the Plan. For 2015, a discretionary profit-sharing contribution equal to 1% of eligible participants’ 2015 base pay was awarded during the 2016 first quarter.
The following table shows the costs of providing the SERP, SRIP, and defined contribution plans:
 
Three Months Ended June 30,
 
Six months ended June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
SERP & SRIP
$
598

 
$
578

 
$
1,312

 
$
1,157

Defined contribution plan
8,348

 
8,078

 
16,269

 
15,523

Benefit cost
$
8,946

 
$
8,656

 
$
17,581

 
$
16,680


104



13. FAIR VALUES OF ASSETS AND LIABILITIES
See Note 17 “Fair Value of Assets and Liabilities” to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2015 for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the three-month and six-month periods ended June 30, 2016 and 2015.
Assets and Liabilities measured at fair value on a recurring basis
Assets and liabilities measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 are summarized below:
 
Fair Value Measurements at Reporting Date Using
 
Netting Adjustments (1)
 
June 30, 2016
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
 
Assets
 
 
 
 
 
 
 
 
 
Loans held for sale
$

 
$
614,626

 
$

 
$

 
$
614,626

Loans held for investment

 
36,978

 

 

 
36,978

Trading account securities:
 
 
 
 
 
 
 
 
 
Municipal securities

 
2,894

 

 

 
2,894

Other securities
32,395

 

 

 

 
32,395

 
32,395

 
2,894

 

 

 
35,289

Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
7,320

 

 

 

 
7,320

Federal agencies: Mortgage-backed

 
5,217,792

 

 

 
5,217,792

Federal agencies: Other agencies

 
85,993

 

 

 
85,993

Municipal securities

 
343,652

 
2,237,975

 

 
2,581,627

Asset-backed securities

 
819,194

 
71,379

 

 
890,573

Corporate debt

 
520,004

 

 

 
520,004

Other securities
12,032

 
3,947

 

 

 
15,979

 
19,352

 
6,990,582

 
2,309,354

 

 
9,319,288

Automobile loans

 

 
925

 

 
925

MSRs

 

 
13,105

 

 
13,105

Derivative assets

 
573,837

 
14,935

 
(222,765
)
 
366,007

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
323,675

 
2,184

 
(239,910
)
 
85,949

Short-term borrowings

 
907

 

 

 
907


105


 
Fair Value Measurements at Reporting Date Using
 
Netting Adjustments (1)
 
December 31, 2015
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
 
Assets
 
 
 
 
 
 
 
 
 
Loans held for sale
$

 
$
337,577

 
$

 
$

 
$
337,577

Loans held for investment

 
32,889

 

 

 
32,889

Trading account securities:
 
 
 
 
 
 
 
 
 
Municipal securities

 
4,159

 

 

 
4,159

Other securities
32,475

 
363

 

 

 
32,838

 
32,475

 
4,522

 

 

 
36,997

Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
5,472

 

 

 

 
5,472

Federal agencies: Mortgage-backed

 
4,521,688

 

 

 
4,521,688

Federal agencies: Other agencies

 
115,913

 

 

 
115,913

Municipal securities

 
360,845

 
2,095,551

 

 
2,456,396

Asset-backed securities

 
761,076

 
100,337

 

 
861,413

Corporate debt

 
466,477

 

 

 
466,477

Other securities
11,397

 
3,899

 

 

 
15,296

 
16,869

 
6,229,898

 
2,195,888

 

 
8,442,655

Automobile loans

 

 
1,748

 

 
1,748

MSRs

 

 
17,585

 

 
17,585

Derivative assets

 
429,448

 
6,721

 
(161,297
)
 
274,872

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
287,994

 
665

 
(144,309
)
 
144,350

Short-term borrowings

 
1,770

 

 

 
1,770

(1)
Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.
The tables below present a rollforward of the balance sheet amounts for the three-month and six-month periods ended June 30, 2016 and 2015, for financial instruments measured on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 measurements may also include observable components of value that can be validated externally. Accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

106


 
Level 3 Fair Value Measurements
Three Months Ended June 30, 2016
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
14,819

 
$
10,347

 
$
2,281,743

 
$
94,329

 
$
1,216

Transfers into Level 3

 

 

 

 

Transfers out of Level 3 (1)

 
(2,508
)
 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
Included in earnings
(1,714
)
 
4,912

 

 
2

 

Included in OCI

 

 
7,486

 
5,842

 

Purchases/originations

 

 
46,457

 

 

Sales

 

 
(36,657
)
 
(27,794
)
 

Repayments

 

 

 

 
(291
)
Issues

 

 

 

 

Settlements

 

 
(61,054
)
 
(1,000
)
 

Closing balance
$
13,105

 
$
12,751

 
$
2,237,975

 
$
71,379

 
$
925

Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at end of the reporting date
$
(1,714
)
 
$
4,912

 
$

 
$
2

 
$

(1) Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e. interest rate lock agreements) that
is transferred to loans held for sale, which is classified as Level 2.

 
Level 3 Fair Value Measurements
Three Months Ended June 30, 2015
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label
CMO
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
20,455

 
$
7,825

 
$
1,635,808

 
$
30,072

 
$
89,155

 
$
6,495

Transfers into Level 3


 


 


 


 


 


Transfers out of Level 3


 


 


 


 


 


Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
226

 
(1,780
)
 


 
11

 
6

 
(213
)
Included in OCI


 


 
2,677

 
505

 
14,351

 


Purchases/originations


 


 
99,031

 


 


 


Sales


 


 


 


 


 


Repayments


 


 


 


 


 
(2,284
)
Issues


 


 


 


 


 


Settlements


 
(879
)
 
(20,671
)
 
(1,159
)
 
(1,441
)
 


Closing balance
$
20,681

 
$
5,166

 
$
1,716,845

 
$
29,429

 
$
102,071

 
$
3,998

Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at end of the reporting date
$
226

 
$
(1,780
)
 
$
2,677

 
$
505

 
$
14,351

 
$
(213
)

107


 
Level 3 Fair Value Measurements
Six months ended June 30, 2016
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
17,585

 
$
6,056

 
$
2,095,551

 
$
100,337

 
$
1,748

Transfers into Level 3

 

 

 

 

Transfers out of Level 3 (1)

 
(3,423
)
 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
Included in earnings
(4,480
)
 
10,118

 

 
2

 

Included in OCI

 

 
19,326

 
674

 

Purchases/originations

 

 
283,907

 

 

Sales

 

 
(36,657
)
 
(27,794
)
 

Repayments

 

 

 

 
(823
)
Issues

 

 

 

 

Settlements

 

 
(124,152
)
 
(1,840
)
 

Closing balance
$
13,105

 
$
12,751

 
$
2,237,975

 
$
71,379

 
$
925

Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at end of the reporting date
$
(4,480
)
 
$
10,218

 
$

 
$
2

 
$

(1) Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e. interest rate lock agreements) that is transferred to loans held for sale, which is classified as Level 2.

 
Level 3 Fair Value Measurements
Six months ended June 30, 2015
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label
CMO
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
22,786

 
$
3,360

 
$
1,417,593

 
$
30,464

 
$
82,738

 
$
10,590

Transfers into Level 3

 

 

 

 

 

Transfers out of Level 3

 

 

 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
(2,105
)
 
3,221

 

 
27

 
6

 
(426
)
Included in OCI

 

 
(1,315
)
 
523

 
21,863

 

Purchases/originations

 

 
342,028

 

 

 
(6,166
)
Sales

 

 

 

 

 

Repayments

 

 

 

 

 

Issues

 

 

 

 

 

Settlements

 
(1,415
)
 
(41,461
)
 
(1,585
)
 
(2,536
)
 

Closing balance
$
20,681

 
$
5,166

 
$
1,716,845

 
$
29,429

 
$
102,071

 
$
3,998

Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at end of the reporting date
$
(2,105
)
 
$
3,221

 
$
(1,315
)
 
$
523

 
$
21,863

 
$
(426
)

108


The tables below summarize the classification of gains and losses due to changes in fair value, recorded in earnings for Level 3 assets and liabilities for the three-month and six-month periods ended June 30, 2016 and 2015:
 
Level 3 Fair Value Measurements
Three Months Ended June 30, 2016
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label CMO
 
Asset-
backed
securities
 
Automobile
loans
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
 
 
Mortgage banking income
$
(1,714
)
 
$
4,912

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 

 

Interest and fee income

 

 

 

 

 

Noninterest income

 

 

 

 
2

 

Total
$
(1,714
)
 
$
4,912

 
$

 
$

 
$
2

 
$

 
Level 3 Fair Value Measurements
Three Months Ended June 30, 2015
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label CMO
 
Asset-
backed
securities
 
Automobile
loans
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
 
 
Mortgage banking income
$
226

 
$
(1,780
)
 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 

 

Interest and fee income

 

 

 
11

 
6

 
(213
)
Noninterest income

 

 

 

 

 

Total
$
226

 
$
(1,780
)
 
$

 
$
11

 
$
6

 
$
(213
)
 
Level 3 Fair Value Measurements
Six months ended June 30, 2016
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label CMO
 
Asset-
backed
securities
 
Automobile
loans
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
 
 
Mortgage banking income
$
(4,480
)
 
$
10,118

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 

 

Interest and fee income

 

 

 

 

 

Noninterest income

 

 

 

 
2

 

Total
$
(4,480
)
 
$
10,118

 
$

 
$

 
$
2

 
$


109


 
Level 3 Fair Value Measurements
Six months ended June 30, 2015
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label CMO
 
Asset-
backed
securities
 
Automobile
loans
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
 
 
Mortgage banking income
$
(2,105
)
 
$
3,221

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 

 

Interest and fee income

 

 

 
27

 
6

 
(426
)
Noninterest income

 

 

 

 

 

Total
$
(2,105
)
 
$
3,221

 
$

 
$
27

 
$
6

 
$
(426
)
Assets and liabilities under the fair value option
The following table presents the fair value and aggregate principal balance of certain assets and liabilities under the fair value option:
 
June 30, 2016
 
December 31, 2015
(dollar amounts in thousands)
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
 
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
Assets
 
 
 
 
 
 
 
 
 
 
 
Loans held for sale
$
614,626

 
$
582,986

 
$
31,640

 
$
337,577

 
$
326,802

 
$
10,775

Loans held for investment
36,978

 
37,694

 
(716
)
 
32,889

 
33,637

 
(748
)
Automobile loans
925

 
925

 

 
1,748

 
1,748

 

The following tables present the net gains (losses) from fair value changes, including net gains (losses) associated with instrument specific credit risk for the three-month and six-month periods ended June 30, 2016 and 2015:
 
Net gains (losses) from
fair value changes
 
Net gains (losses) from
fair value changes
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Assets
 
 
 
 
 
 
 
Loans held for sale
$
8,870

 
$
(6,559
)
 
$
13,519

 
$
(5,557
)
Automobile loans

 
(213
)
 

 
(426
)
 
Gains (losses) included
in fair value changes associated
with instrument specific credit risk
 
Gains (losses) included
in fair value changes associated
with instrument specific credit risk
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Assets
 
 
 
 
 
 
 
Automobile loans
$
97

 
$
5

 
$
187

 
$
70

Assets and Liabilities measured at fair value on a nonrecurring basis
Certain assets and liabilities may be required to be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Assets measured at fair value on a nonrecurring basis were as follows:

110


 
 
 
Fair Value Measurements Using
 
 
 
 
(dollar amounts in thousands)
Fair Value
 
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Other
Unobservable
Inputs
(Level 3)
 
Total
Gains/(Losses)
Three Months Ended
June 30, 2016
 
Total
Gains/(Losses)
Six months ended
June 30, 2016
MSRs
$
120,091

 
$

 
$

 
$
120,091

 
$
(7,296
)
 
$
(23,636
)
Impaired loans
43,202

 

 

 
43,202

 
4,405

 
5,822

Other real estate owned
28,901

 

 

 
28,901

 
(715
)
 
(1,220
)
MSRs accounted for under the amortization method are subject to nonrecurring fair value measurement when the fair value is lower than the carrying amount.
Periodically, Huntington records nonrecurring adjustments of collateral-dependent loans measured for impairment when establishing the ACL. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Appraisals are generally obtained to support the fair value of the collateral and incorporate measures such as recent sales prices for comparable properties and cost of construction. In cases where the carrying value exceeds the fair value of the collateral less cost to sell, an impairment charge is recognized.
Other real estate owned properties are included in accrued income and other assets and valued based on appraisals and third party price opinions, less estimated selling costs.
The appraisals supporting the fair value of the collateral to recognize loan impairment or unrealized loss on other real estate owned properties may not have been obtained as of June 30, 2016.
Significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis
The table below presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2016 and December 31, 2015:
 
Quantitative Information about Level 3 Fair Value Measurements at June 30, 2016
(dollar amounts in thousands)
Fair Value
 
Valuation Technique
 
Significant Unobservable Input
 
Range (Weighted Average)
MSRs
$
13,105

 
Discounted cash flow
 
Constant prepayment rate
 
7.4% - 26.6% (12.7%)

 
 
 
 
 
Spread over forward interest rate
swap rates
 
3.0% - 9.2% (5.5%)

Derivative assets
14,935

 
Consensus Pricing
 
Net market price
 
-2.0% - 23.4% (2.9%)

Derivative liabilities
2,184

 
 
 
Estimated Pull through %
 
10.2% - 99.8% (79.1%)

Municipal securities
2,237,975

 
Discounted cash flow
 
Discount rate
 
0.6% - 7.8% (3.6%)

 
 
 
 
 
Cumulative default
 
0.1% - 56.0% (2.7%)

 
 
 
 
 
Loss given default
 
5.0% - 80.0% (19.9%)

Asset-backed securities
71,379

 
Discounted cash flow
 
Discount rate
 
4.9% - 11.4% (6.3%)

 
 
 
 
 
Cumulative prepayment rate
 
0.0% - 100% (8.5%)

 
 
 
 
 
Cumulative default
 
1.4% - 100% (11.5%)

 
 
 
 
 
Loss given default
 
85% - 100% (96.7%)

 
 
 
 
 
Cure given deferral
 
0.0% - 75.0% (35.9%)

Automobile loans
925

 
Discounted cash flow
 
Constant prepayment rate
 
154.2
%
 
 
 
 
 
Discount rate
 
0.2% - 5.0% (2.3%)

 
 
 
 
 
Life of pool cumulative losses
 
2.1
%
Impaired loans
43,202

 
Appraisal value
 
NA
 
NA

Other real estate owned
28,901

 
Appraisal value
 
NA
 
NA


111


 
Quantitative Information about Level 3 Fair Value Measurements at December 31, 2015
(dollar amounts in thousands)
Fair Value
 
Valuation Technique
 
Significant Unobservable Input
 
Range (Weighted Average)
MSRs
$
17,585

 
Discounted cash flow
 
Constant prepayment rate
 
7.9% - 25.7% (14.7%)

 
 
 
 
 
Spread over forward interest rate
swap rates
 
3.3% - 9.2% (5.4%)

Derivative assets
6,721

 
Consensus Pricing
 
Net market price
 
-3.2% - 20.9% (1.9%)

Derivative liabilities
665

 
 
 
Estimated Pull through %
 
11.9% - 99.8% (76.7%)

Municipal securities
2,095,551

 
Discounted cash flow
 
Discount rate
 
0.3% - 7.2% (3.1%)

 
 
 
 
 
Cumulative default
 
0.1% - 50.0% (2.1%)

 
 
 
 
 
Loss given default
 
5.0% - 80.0% (20.5%)

Asset-backed securities
100,337

 
Discounted cash flow
 
Discount rate
 
4.6% - 10.9% (6.2%)

 
 
 
 
 
Cumulative prepayment rate
 
0.0% - 100% (9.6%)

 
 
 
 
 
Cumulative default
 
1.6% - 100% (11.1%)

 
 
 
 
 
Loss given default
 
85% - 100% (96.6%)

 
 
 
 
 
Cure given deferral
 
0.0% - 75.0% (36.8%)

Automobile loans
1,748

 
Discounted cash flow
 
Constant prepayment rate
 
154.2
%
 
 
 
 
 
Discount rate
 
0.2% - 5.0% (2.3%)

 
 
 
 
 
Life of pool cumulative losses
 
2.1
%
Impaired loans
62,029

 
Appraisal value
 
NA
 
NA

Other real estate owned
27,342

 
Appraisal value
 
NA
 
NA

The following provides a general description of the impact of a change in an unobservable input on the fair value measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in the discussion below.
A significant change in the unobservable inputs may result in a significant change in the ending fair value measurement of Level 3 instruments. In general, prepayment rates increase when market interest rates decline and decrease when market interest rates rise and higher prepayment rates generally result in lower fair values for MSR assets, Private-label CMO securities, Asset-backed securities, and Automobile loans.
Credit loss estimates, such as probability of default, constant default, cumulative default, loss given default, cure given deferral, and loss severity, are driven by the ability of the borrowers to pay their loans and the value of the underlying collateral and are impacted by changes in macroeconomic conditions, typically increasing when economic conditions worsen and decreasing when conditions improve. An increase in the estimated prepayment rate typically results in a decrease in estimated credit losses and vice versa. Higher credit loss estimates generally result in lower fair values. Credit spreads generally increase when liquidity risks and market volatility increase and decrease when liquidity conditions and market volatility improve.
Discount rates and spread over forward interest rate swap rates typically increase when market interest rates increase and/or credit and liquidity risks increase and decrease when market interest rates decline and/or credit and liquidity conditions improve. Higher discount rates and credit spreads generally result in lower fair market values.
Net market price and pull through percentages generally increase when market interest rates increase and decline when market interest rates decline. Higher net market price and pull through percentages generally result in higher fair values.

112


Fair values of financial instruments
The following table provides the carrying amounts and estimated fair values of Huntington’s financial instruments that are carried either at fair value or cost at June 30, 2016 and December 31, 2015:
 
June 30, 2016
 
December 31, 2015
(dollar amounts in thousands)
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Financial Assets
 
 
 
 
 
 
 
Cash and short-term assets
$
912,076

 
$
912,076

 
$
898,994

 
$
898,994

Trading account securities
35,289

 
35,289

 
36,997

 
36,997

Loans held for sale
786,993

 
789,608

 
474,621

 
484,511

Available-for-sale and other securities
9,653,038

 
9,653,038

 
8,775,441

 
8,775,441

Held-to-maturity securities
5,658,565

 
5,786,224

 
6,159,590

 
6,135,458

Net loans and direct financing leases
51,920,357

 
50,790,280

 
49,743,256

 
48,024,998

Derivatives
366,007

 
366,007

 
274,872

 
274,872

Financial Liabilities
 
 
 
 
 
 
 
Deposits
55,043,465

 
55,205,650

 
55,294,979

 
55,299,435

Short-term borrowings
1,956,745

 
1,956,745

 
615,279

 
615,279

Long-term debt
7,929,820

 
7,987,748

 
7,067,614

 
7,043,014

Derivatives
85,949

 
85,949

 
144,350

 
144,350

The following table presents the level in the fair value hierarchy for the estimated fair values of only Huntington’s financial instruments that are not already on the Unaudited Condensed Consolidated Balance Sheets at fair value at June 30, 2016 and December 31, 2015:
 
Estimated Fair Value Measurements at Reporting Date Using
 
June 30, 2016
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
Financial Assets
 
 
 
 
 
 
 
Held-to-maturity securities
$

 
$
5,786,224

 
$

 
$
5,786,224

Net loans and direct financing leases

 

 
50,790,280

 
50,790,280

Financial Liabilities
 
 
 
 
 
 
 
Deposits

 
52,421,808

 
2,783,842

 
55,205,650

Short-term borrowings

 
907

 
1,955,838

 
1,956,745

Long-term debt

 

 
7,987,748

 
7,987,748

 
Estimated Fair Value Measurements at Reporting Date Using
 
December 31, 2015
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
Financial Assets
 
 
 
 
 
 
 
Held-to-maturity securities
$

 
$
6,135,458

 
$

 
$
6,135,458

Net loans and direct financing leases

 

 
48,024,998

 
48,024,998

Financial Liabilities

 

 

 
 
Deposits

 
51,869,105

 
3,430,330

 
55,299,435

Short-term borrowings

 
1,770

 
613,509

 
615,279

Long-term debt

 

 
7,043,014

 
7,043,014

The short-term nature of certain assets and liabilities result in their carrying value approximating fair value. These include trading account securities, customers’ acceptance liabilities, short-term borrowings, bank acceptances outstanding, FHLB advances, and cash and short-term assets, which include cash and due from banks, interest-bearing deposits in banks, and federal funds sold and securities purchased under resale agreements. Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain clauses that limit Huntington’s exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value. Not all the financial instruments listed in the table above are subject to the disclosure provisions of ASC Topic 820.

113


Certain assets, the most significant being operating lease assets, bank owned life insurance, and premises and equipment, do not meet the definition of a financial instrument and are excluded from this disclosure. Similarly, mortgage and nonmortgage servicing rights, deposit base, and other customer relationship intangibles are not considered financial instruments and are not included above. Accordingly, this fair value information is not intended to, and does not, represent Huntington’s underlying value. Many of the assets and liabilities subject to the disclosure requirements are not actively traded, requiring fair values to be estimated by Management. These estimations necessarily involve the use of judgment about a wide variety of factors, including but not limited to, relevancy of market prices of comparable instruments, expected future cash flows, and appropriate discount rates.
The following methods and assumptions were used by Huntington to estimate the fair value of the remaining classes of financial instruments:
Held-to-maturity securities
Fair values are determined by using models that are based on security-specific details, as well as relevant industry and economic factors. The most significant of these inputs are quoted market prices, and interest rate spreads on relevant benchmark securities.
Loans and Direct Financing Leases
Variable-rate loans that reprice frequently are based on carrying amounts, as adjusted for estimated credit losses. The fair values for other loans and leases are estimated using discounted cash flow analyses and employ interest rates currently being offered for loans and leases with similar terms. The rates take into account the position of the yield curve, as well as an adjustment for prepayment risk, operating costs, and profit. This value is also reduced by an estimate of expected losses and the credit risk associated in the loan and lease portfolio. The valuation of the loan portfolio reflected discounts that Huntington believed are consistent with transactions occurring in the marketplace.
Deposits
Demand deposits, savings accounts, and money market deposits are, by definition, equal to the amount payable on demand. The fair values of fixed-rate time deposits are estimated by discounting cash flows using interest rates currently being offered on certificates with similar maturities.
Debt
Long-term debt is based upon quoted market prices, which are inclusive of Huntington’s credit risk. In the absence of quoted market prices, discounted cash flows using market rates for similar debt with the same maturities are used in the determination of fair value.
14. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are recorded in the Consolidated Balance Sheet as either an asset or a liability (in accrued income and other assets or accrued expenses and other liabilities, respectively) and measured at fair value.
Derivative financial instruments can be designated as accounting hedges under GAAP. Designating a derivative as an accounting hedge allows Huntington to recognize gains and losses, less any ineffectiveness, in the income statement within the same period that the hedged item affects earnings. Gains and losses on derivatives that are not designated to an effective hedge relationship under GAAP immediately impact earnings within the period they occur.
Derivatives used in Asset and Liability Management Activities
Huntington engages in balance sheet hedging activity, principally for asset liability management purposes, to convert fixed rate assets or liabilities into floating rate or vice versa. Balance sheet hedging activity is arranged to receive hedge accounting treatment and is classified as either fair value or cash flow hedges. Fair value hedges are purchased to convert deposits and subordinated and other long-term debt from fixed-rate obligations to floating rate. Cash flow hedges are also used to convert floating rate loans made to customers into fixed rate loans.

114


The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities at June 30, 2016, identified by the underlying interest rate-sensitive instruments:
(dollar amounts in thousands)
Fair Value Hedges
 
Cash Flow Hedges
 
Total
Instruments associated with:
 
 
 
 
 
Loans
$

 
$
4,700,000

 
$
4,700,000

Deposits

 

 

Subordinated notes
450,000

 

 
450,000

Long-term debt
6,375,000

 

 
6,375,000

Total notional value at June 30, 2016
$
6,825,000

 
$
4,700,000

 
$
11,525,000


The following table presents additional information about the interest rate swaps used in Huntington’s asset and liability management activities at June 30, 2016:
 
 
 
 
 
 
 
Weighted-Average
Rate
(dollar amounts in thousands)
Notional Value
 
Average Maturity (years)
 
Fair Value
 
Receive
 
Pay
Asset conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
$
4,700,000

 
0.8
 
$
12,655

 
0.96
%
 
0.62
%
Liability conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
6,825,000

 
2.6
 
158,779

 
1.50

 
0.65

Total swap portfolio at June 30, 2016
$
11,525,000

 
1.9
 
$
171,434

 
1.28
%
 
0.64
%
These derivative financial instruments were entered into for the purpose of managing the interest rate risk of assets and liabilities. Consequently, net amounts receivable or payable on contracts hedging either interest earning assets or interest bearing liabilities were accrued as an adjustment to either interest income or interest expense. The net amounts resulted in an increase to net interest income of $19 million and $26 million for the three-month periods ended June 30, 2016, and 2015, respectively. For the six-month periods ended June 30, 2016, and 2015, the net amounts resulted in an increase to net interest income of $40 million and $51 million, respectively.
In connection with the sale of Huntington’s Class B Visa® shares, Huntington entered into a swap agreement with the purchaser of the shares. The swap agreement adjusts for dilution in the conversion ratio of Class B shares resulting from the Visa® litigation. At June 30, 2016, the fair value of the swap liability of $2 million is an estimate of the exposure liability based upon Huntington’s assessment of the potential Visa® litigation losses.
The following table presents the fair values at June 30, 2016 and December 31, 2015 of Huntington’s derivatives that are designated and not designated as hedging instruments. Amounts in the table below are presented gross without the impact of any net collateral arrangements:
Asset derivatives included in accrued income and other assets:
(dollar amounts in thousands)
June 30, 2016
 
December 31, 2015
Interest rate contracts designated as hedging instruments
$
171,479

 
$
80,513

Interest rate contracts not designated as hedging instruments
329,462

 
190,846

Foreign exchange contracts not designated as hedging instruments
197

 
37,727

Commodities contracts not designated as hedging instruments
71,852

 
117,894

Total contracts
$
572,990

 
$
426,980





115


Liability derivatives included in accrued expenses and other liabilities:
(dollar amounts in thousands)
June 30, 2016
 
December 31, 2015
Interest rate contracts designated as hedging instruments
$
45

 
$
15,215

Interest rate contracts not designated as hedging instruments
248,886

 
121,815

Foreign exchange contracts not designated as hedging instruments
155

 
35,283

Commodities contracts not designated as hedging instruments
67,849

 
114,887

Total contracts
$
316,935

 
$
287,200

The changes in fair value of the fair value hedges are, to the extent that the hedging relationship is effective, recorded through earnings and offset against changes in the fair value of the hedged item.
The following table presents the change in fair value for derivatives designated as fair value hedges as well as the offsetting change in fair value on the hedged item for the three-month and six-month periods ended June 30, 2016, and 2015:
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Interest rate contracts
 
 
 
 
 
 
 
Change in fair value of interest rate swaps hedging deposits (1)
$

 
$
(245
)
 
$
(82
)
 
$
(458
)
Change in fair value of hedged deposits (1)

 
236

 
72

 
450

Change in fair value of interest rate swaps hedging subordinated notes (2)
4

 
(7,362
)
 
6,809

 
(4,131
)
Change in fair value of hedged subordinated notes (2)
(4
)
 
7,362

 
(6,809
)
 
4,131

Change in fair value of interest rate swaps hedging other long-term debt (2)
22,017

 
(8,129
)
 
83,049

 
11,896

Change in fair value of hedged other long-term debt (2)
(21,047
)
 
7,382

 
(80,834
)
 
(12,263
)
(1)
Effective portion of the hedging relationship is recognized in Interest expense—deposits in the Unaudited Condensed Consolidated Statements of Income. Any resulting ineffective portion of the hedging relationship is recognized in noninterest income in the Unaudited Condensed Consolidated Statements of Income.
(2)
Effective portion of the hedging relationship is recognized in Interest expense—subordinated notes and other long-term debt in the Unaudited Condensed Consolidated Statements of Income. Any resulting ineffective portion of the hedging relationship is recognized in noninterest income in the Unaudited Condensed Consolidated Statements of Income.
The following table presents the gains and (losses) recognized in OCI and the location in the Unaudited Condensed Consolidated Statements of Income of gains and (losses) reclassified from OCI into earnings for derivatives designated as effective cash flow hedges:
Derivatives in cash flow hedging relationships
Amount of gain or
(loss) recognized in
OCI on derivatives
(effective portion)
(after-tax)
 
Location of gain or (loss) reclassified from
accumulated OCI into earnings (effective portion)
 
Amount of (gain) or loss
reclassified from
accumulated OCI
into earnings
(effective portion)
 
Three months ended June 30,
 
 
 
Three months ended June 30,
(dollar amounts in thousands)
2016
 
2015
 
 
 
2016
 
2015
Interest rate contracts
 
 
 
 
 
 
 
 
 
Loans
$
1,293

 
$
(539
)
 
Interest and fee income - loans and leases
 
$
(248
)
 
$
(118
)
Investment Securities


 

 
Noninterest income - other income
 

 
(20
)
Total
$
1,293

 
$
(539
)
 
 
 
$
(248
)
 
$
(138
)

116


Derivatives in cash flow hedging relationships
Amount of gain or
(loss) recognized in
OCI on derivatives
(effective portion)
(after-tax)
 
Location of gain or (loss) reclassified from
accumulated OCI into earnings (effective portion)
 
Amount of (gain) or loss
reclassified from
accumulated OCI
into earnings
(effective portion)
 
Six months ended June 30,
 
 
 
Six months ended June 30,
(dollar amounts in thousands)
2016
 
2015
 
 
 
2016
 
2015
Interest rate contracts
 
 
 
 
 
 
 
 
 
Loans
$
10,542

 
$
17,756

 
Interest and fee income - loans and leases
 
$
(893
)
 
$
(250
)
Investment Securities

 

 
Noninterest income - other income
 
1

 
(11
)
Total
$
10,542

 
$
17,756

 
 
 
$
(892
)
 
$
(261
)
Reclassified gains and losses on swaps related to loans and investment securities and swaps related to subordinated debt are recorded within interest income and interest expense, respectively. During the next twelve months, Huntington expects to reclassify to earnings $6 million after-tax unrealized gains on cash flow hedging derivatives currently in OCI.
To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value will not be included in current earnings but are reported as a component of OCI in the Unaudited Condensed Consolidated Statements of Shareholders’ Equity. These changes in fair value will be included in earnings of future periods when earnings are also affected by the changes in the hedged cash flows. To the extent these derivatives are not effective, changes in their fair values are immediately included in noninterest income.
The following table presents the gains and (losses) recognized in noninterest income on the ineffective portion on interest rate contracts for derivatives designated as cash flow hedges for the three and six-month periods ended June 30, 2016 and 2015:
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Derivatives in cash flow hedging relationships
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
Loans
$
421

 
$
133

 
$
377

 
$
(30
)
Derivatives used in mortgage banking activities
Mortgage loan origination hedging activity

Huntington’s mortgage origination hedging activity is related to the hedging of the mortgage pricing commitments to customers and the secondary sale to third parties. The value of a newly originated mortgage is not firm until the interest rate is committed or locked. The interest rate lock commitments are derivative positions offset by forward commitments to sell loans.

Huntington uses two types of mortgage-backed securities in its forward commitment to sell loans. The first type of forward commitment is a “To Be Announced” (or TBA), the second is a “Specified Pool” mortgage-backed security. Huntington uses these derivatives to hedge the value of mortgage-backed securities until they are sold.
The following table summarizes the derivative assets and liabilities used in mortgage banking activities:
(dollar amounts in thousands)
June 30, 2016
 
December 31, 2015
Derivative assets:
 
 
 
Interest rate lock agreements
$
14,935

 
$
6,721

Forward trades and options
847

 
2,468

Total derivative assets
15,782

 
9,189

Derivative liabilities:
 
 
 
Interest rate lock agreements
(102
)
 
(220
)
Forward trades and options
(8,822
)
 
(1,239
)
Total derivative liabilities
(8,924
)
 
(1,459
)
Net derivative asset (liability)
$
6,858

 
$
7,730


117


MSR hedging activity
Huntington’s MSR economic hedging activity uses securities and derivatives to manage the value of the MSR asset and to mitigate the various types of risk inherent in the MSR asset, including risks related to duration, basis, convexity, volatility, and yield curve. The hedging instruments include forward commitments, interest rate swaps, and options on interest rate swaps.
The total notional value of these derivative financial instruments at June 30, 2016 and December 31, 2015, was $0.2 billion and $0.5 billion, respectively. The total notional amount at June 30, 2016, corresponds to trading assets with a fair value of $12 million and no trading liabilities. Net trading gains and (losses) related to MSR hedging for the three-month periods ended June 30, 2016 and 2015, were $6 million and $(9) million, and $18 million and $(4) million for the six-month periods ended June 30, 2016 and 2015, respectively. These amounts are included in mortgage banking income in the Unaudited Condensed Consolidated Statements of Income.
Derivatives used in trading activities
Various derivative financial instruments are offered to enable customers to meet their financing and investing objectives and for their risk management purposes. Derivative financial instruments used in trading activities consisted of commodity, interest rate, and foreign exchange contracts. The derivative contracts grant the option holder the right to buy or sell an underlying financial instrument for a predetermined price before the contract expires. Huntington may enter into offsetting third-party contracts with approved, reputable counterparties with substantially matching terms and currencies in order to economically hedge significant exposure related to derivatives used in trading activities.
The interest rate risk of customer derivatives is mitigated by entering into similar derivatives having offsetting terms with other counterparties. The credit risk to these customers is evaluated and included in the calculation of fair value. Foreign currency derivatives help the customer hedge risk and reduce exposure to fluctuations in exchange rates. Transactions are primarily in liquid currencies with Canadian dollars and Euros comprising a majority of all transactions.
The net fair values of these derivative financial instruments, for which the gross amounts are included in accrued income and other assets or accrued expenses and other liabilities at June 30, 2016 and December 31, 2015, were $72 million and $76 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $15.0 billion and $14.6 billion at June 30, 2016 and December 31, 2015, respectively. Huntington’s credit risks from interest rate swaps used for trading purposes were $349 million and $224 million at the same dates, respectively.
Risk Participation Agreements

Huntington periodically enters into risk participation agreement in order to manage credit risk of its derivative positions. These agreements transfer counterparty credit risk related to interest rate swaps to and from other financial institutions. Huntington can mitigate exposure to certain counterparties or take on exposure to generate additional income. Huntington’s notional exposure for interest rate swaps originated by other financial institutions was $400 million and $344 million at June 30, 2016 and December 31, 2015, respectively. Huntington will make payments under these agreements if a customer defaults on its obligation to perform under the terms of the underlying interest rate derivative contract. The amount Huntington will have to pay if all counterparties defaulted on their swap contracts is the fair value of these risk participations, which was $11 million and $6 million at June 30, 2016 and December 31, 2015, respectively. These contracts mature between 2016 and 2043 and are deemed investment grade.
Financial assets and liabilities that are offset in the Condensed Consolidated Balance Sheets
Huntington records derivatives at fair value as further described in Note 13. Huntington records these derivatives net of any master netting arrangement in the Unaudited Condensed Consolidated Balance Sheets. Collateral agreements are regularly entered into as part of the underlying derivative agreements with Huntington’s counterparties to mitigate counterparty credit risk.
All derivatives are carried on the Unaudited Condensed Consolidated Balance Sheets at fair value. Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Cash collateral exchanged with counterparties is also netted against the applicable derivative fair values. Huntington enters into derivative transactions with two primary groups: broker-dealers and banks, and Huntington’s customers. Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.
Huntington enters into transactions with broker-dealers and banks for various risk management purposes. These types of transactions generally are high dollar volume. Huntington enters into bilateral collateral and master netting agreements with these counterparties, and routinely exchange cash and high quality securities collateral with these counterparties. Huntington

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enters into transactions with customers to meet their financing, investing, payment and risk management needs. These types of transactions generally are low dollar volume. Huntington generally enters into master netting agreements with customer counterparties, however collateral is generally not exchanged with customer counterparties.
At June 30, 2016 and December 31, 2015, aggregate credit risk associated with these derivatives, net of collateral that has been pledged by the counterparty, was $28 million and $15 million, respectively. The credit risk associated with interest rate swaps is calculated after considering master netting agreements with broker-dealers and banks.
At June 30, 2016, Huntington pledged $138 million of investment securities and cash collateral to counterparties, while other counterparties pledged $111 million of investment securities and cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be required to provide additional collateral.
The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Unaudited Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015:
Offsetting of Financial Assets and Derivative Assets
 
 
 
 
 
 
 
 
Gross amounts not offset in
the condensed consolidated
balance sheets
 
 
(dollar amounts in thousands)
 
Gross amounts
of recognized
assets
 
Gross amounts
offset in the
condensed
consolidated
balance sheets
 
Net amounts of
assets
presented in
the condensed
consolidated
balance sheets
 
Financial
instruments
 
Cash collateral
received
 
Net amount
Offsetting of Financial Assets and Derivative Assets
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2016
Derivatives
$
588,772

 
$
(222,765
)
 
$
366,007

 
$
(48,950
)
 
$
(3,159
)
 
$
313,898

December 31, 2015
Derivatives
436,169

 
(161,297
)
 
274,872

 
(39,305
)
 
(3,462
)
 
232,105

Offsetting of Financial Liabilities and Derivative Liabilities
 
 
 
 
 
 
 
 
Gross amounts not offset in
the condensed consolidated
balance sheets
 
 
(dollar amounts in thousands)
 
Gross amounts
of recognized
liabilities
 
Gross amounts
offset in the
condensed
consolidated
balance sheets
 
Net amounts of
liabilities
presented in
the condensed
consolidated
balance sheets
 
Financial
instruments
 
Cash collateral
delivered
 
Net amount
Offsetting of Financial Liabilities and Derivative Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2016
Derivatives
$
325,859

 
$
(239,910
)
 
$
85,949

 
$
(57,320
)
 
$
(4,885
)
 
$
23,744

December 31, 2015
Derivatives
288,659

 
(144,309
)
 
144,350

 
(62,460
)
 
(20
)
 
81,870

15. VIEs
Consolidated VIEs
Consolidated VIEs at June 30, 2016, consisted of certain loan and lease securitization trusts. Huntington has determined the trusts are VIEs. Huntington has concluded that it is the primary beneficiary of these trusts because it has the power to direct the activities of the entity that most significantly affect the entity’s economic performance and it has either the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. During the 2015 first quarter, Huntington acquired two securitization trusts with its acquisition of Huntington Technology Finance. During the 2016 first quarter, Huntington canceled the Series 2012A Trust. As a result, any remaining assets at the time of the cancellation were no longer part of the trust.
The following tables present the carrying amount and classification of the consolidated trusts’ assets and liabilities that were included in the Unaudited Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015:

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June 30, 2016
 
Huntington Technology
Funding Trust
 
Other Consolidated VIEs
 
Total
(dollar amounts in thousands)
 
Series 2014A
 
 
Assets:
 
 
 
 
 
 
Cash
 
$
1,561

 
$

 
$
1,561

Loans and leases
 
105,810

 

 
105,810

Allowance for loan and lease losses
 

 

 

Net loans and leases
 
105,810

 

 
105,810

Accrued income and other assets
 

 
219

 
219

Total assets
 
$
107,371

 
$
219

 
$
107,590

Liabilities:
 
 
 
 
 
 
Other long-term debt
 
$
86,315

 
$

 
$
86,315

Accrued interest and other liabilities
 

 
219

 
219

Total liabilities
 
86,315

 
219

 
86,534

Equity:
 
 
 
 
 
 
Beneficial Interest owned by third party
 
21,056

 

 
21,056

Total liabilities and equity
 
$
107,371

 
$
219

 
$
107,590

 
December 31, 2015
 
Huntington Technology
Funding Trust
 
Other Consolidated VIEs
 
Total
(dollar amounts in thousands)
Series 2012A
 
Series 2014A
 
 
Assets:
 
 
 
 
 
 
 
Cash
$
1,377

 
$
1,561

 
$

 
$
2,938

Loans and leases
32,180

 
152,331

 

 
184,511

Allowance for loan and lease losses

 

 

 

Net loans and leases
32,180

 
152,331

 

 
184,511

Accrued income and other assets

 

 
229

 
229

Total assets
$
33,557

 
$
153,892

 
$
229

 
$
187,678

Liabilities:
 
 
 
 
 
 
 
Other long-term debt
$
27,153

 
$
123,577

 
$

 
$
150,730

Accrued interest and other liabilities

 

 
229

 
229

Total liabilities
27,153

 
123,577

 
229

 
150,959

Equity:
 
 
 
 
 
 
 
Beneficial Interest owned by third party
6,404

 
30,315

 

 
36,719

Total liabilities and equity
$
33,557

 
$
153,892

 
$
229

 
$
187,678

The loans and leases were designated to repay the securitized notes. Huntington services the loans and leases and uses the proceeds from principal and interest payments to pay the securitized notes during the amortization period. Huntington has not provided financial or other support that was not previously contractually required.
Unconsolidated VIEs
The following tables provide a summary of the assets and liabilities included in Huntington’s Unaudited Condensed Consolidated Financial Statements, as well as the maximum exposure to losses, associated with its interests related to unconsolidated VIEs for which Huntington holds an interest, but is not the primary beneficiary, to the VIE at June 30, 2016, and December 31, 2015:

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June 30, 2016
(dollar amounts in thousands)
Total Assets

Total Liabilities

Maximum Exposure to Loss
2015-1 Automobile Trust
$
5,203


$


$
5,203

2012-2 Automobile Trust
147




147

Trust Preferred Securities
13,919


317,122



Low Income Housing Tax Credit Partnerships
452,526


210,297


452,526

Other Investments
62,564


24,586


62,564

Total
$
534,359


$
552,005


$
520,440

 
December 31, 2015
(dollar amounts in thousands)
Total Assets
 
Total Liabilities
 
Maximum Exposure to Loss
2015-1 Automobile Trust
$
7,695

 
$

 
$
7,695

2012-1 Automobile Trust
94

 

 
94

2012-2 Automobile Trust
771

 

 
771

Trust Preferred Securities
13,919

 
317,106

 

Low Income Housing Tax Credit Partnerships
425,500

 
196,001

 
425,500

Other Investments
68,746

 
25,762

 
68,746

Total
$
516,725


$
538,869


$
502,806

2015-1, 2012-1, 2012-2, and 2011 AUTOMOBILE TRUST
During the 2015 second quarter, 2012 fourth quarter, 2012 first quarter and 2011 third quarter, we transferred automobile loans totaling $0.8 billion, $1.0 billion, $1.3 billion and $1.0 billion, respectively, to trusts in securitization transactions. The securitizations and the resulting sale of all underlying securities qualified for sale accounting. The interest Huntington holds in the VIEs relates to servicing rights which are included within accrued income and other assets of Huntington’s Unaudited Condensed Consolidated Balance Sheets. The maximum exposure to loss is equal to the carrying value of the servicing asset.

During the 2016 first quarter, Huntington canceled the 2012-1 Automobile Trust. As a result, any remaining assets at the time of the cancellation were no longer part of the trust. In July 2016, Huntington has elected to exercise its option to purchase the assets of the 2012-2 Automobile Trust. As a result, any remaining assets at the time of the exercise will no longer be part of the trust.
TRUST PREFERRED SECURITIES
Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not included within Huntington’s Unaudited Condensed Consolidated Financial Statements. These trusts have been formed for the sole purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior subordinated debentures, which are reflected in Huntington’s Unaudited Condensed Consolidated Balance Sheets as subordinated notes. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Unaudited Condensed Consolidated Financial Statements. A list of trust preferred securities outstanding at June 30, 2016 follows:
(dollar amounts in thousands)
Rate
 
Principal amount of
subordinated note/
debenture issued to trust (1)
 
Investment in
unconsolidated
subsidiary
Huntington Capital I
1.34
%
(2)
$
111,816

 
$
6,186

Huntington Capital II
1.28

(3)
54,593

 
3,093

Sky Financial Capital Trust III
2.03

(4)
72,165

 
2,165

Sky Financial Capital Trust IV
2.03

(4)
74,320

 
2,320

Camco Financial Trust
3.09

(5)
4,228

 
155

Total
 
 
$
317,122

 
$
13,919

(1)
Represents the principal amount of debentures issued to each trust, including unamortized original issue discount.
(2)
Variable effective rate at June 30, 2016, based on three-month LIBOR +0.70%.

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(3)
Variable effective rate at June 30, 2016, based on three-month LIBOR +0.625%.
(4)
Variable effective rate at June 30, 2016, based on three-month LIBOR +1.40%.
(5)
Variable effective rate (including impact of purchase accounting accretion) at June 30, 2016, based on three-month LIBOR +1.33%.
Each issue of the junior subordinated debentures has an interest rate equal to the corresponding trust securities distribution rate. Huntington has the right to defer payment of interest on the debentures at any time, or from time-to-time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the related debentures. During any such extension period, distributions to the trust securities will also be deferred and Huntington’s ability to pay dividends on its common stock will be restricted. Periodic cash payments and payments upon liquidation or redemption with respect to trust securities are guaranteed by Huntington to the extent of funds held by the trusts. The guarantee ranks subordinate and junior in right of payment to all indebtedness of the Company to the same extent as the junior subordinated debt. The guarantee does not place a limitation on the amount of additional indebtedness that may be incurred by Huntington.
LOW INCOME HOUSING TAX CREDIT PARTNERSHIPS
Huntington makes certain equity investments in various limited partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (LIHTC) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.
Huntington uses the proportional amortization method to account for a majority of its investments in these entities. These investments are included in accrued income and other assets. Investments that do not meet the requirements of the proportional amortization method are recognized using the equity method. Investment gains/losses related to these investments are included in noninterest-income in the Unaudited Condensed Consolidated Statements of Income.
The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments at June 30, 2016 and December 31, 2015:
(dollar amounts in thousands)
June 30,
2016
 
December 31,
2015
Affordable housing tax credit investments
$
725,193

 
$
674,157

Less: amortization
(272,667
)
 
(248,657
)
Net affordable housing tax credit investments
$
452,526

 
$
425,500

Unfunded commitments
$
210,297

 
$
196,001

The following table presents other information relating to Huntington’s affordable housing tax credit investments for the three-month and six-month periods ended June 30, 2016 and 2015:
 
 
Three Months Ended
June 30,
 
Six months ended
June 30,
(dollar amounts in thousands)
 
2016
 
2015
 
2016
 
2015
Tax credits and other tax benefits recognized
 
$
18,150

 
$
14,434

 
$
36,434

 
$
30,181

Proportional amortization method
 
 
 
 
 
 
 
 
Tax credit amortization expense included in provision for income taxes
 
12,499

 
11,218

 
24,905

 
22,292

Equity method
 
 
 
 
 
 
 
 
Tax credit investment (gains) losses included in non-interest income
 
132

 
147

 
264

 
294

Huntington recognized immaterial impairment losses on tax credit investments during the three-month and six-month periods ended June 30, 2016 and 2015. The impairment losses recognized related to the fair value of the tax credit investments that were less than carrying value.
OTHER INVESTMENTS
Other investments determined to be VIE’s include investments in Historic Tax Credit Investments, Small Business Investment Companies, Rural Business Investment Companies, certain equity method investments and other miscellaneous investments.

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16. COMMITMENTS AND CONTINGENT LIABILITIES
Commitments to extend credit
In the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the Unaudited Condensed Consolidated Financial Statements. The contract amounts of these financial agreements at June 30, 2016 and December 31, 2015, were as follows:
(dollar amounts in thousands)
June 30,
2016

December 31,
2015
Contract amount represents credit risk:



Commitments to extend credit



Commercial
$
11,629,835


$
11,448,927

Consumer
9,088,181


8,574,093

Commercial real estate
887,138


813,271

Standby letters-of-credit
478,333


511,706

Commercial letters-of-credit
29,776


56,119

Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature.
Standby letters-of-credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most of these arrangements mature within two years. The carrying amount of deferred revenue associated with these guarantees was $8 million and $7 million at June 30, 2016 and December 31, 2015, respectively.
Through the Company’s credit process, Huntington monitors the credit risks of outstanding standby letters-of-credit. When it is probable that a standby letter-of-credit will be drawn and not repaid in full, losses are recognized in the provision for credit losses. At June 30, 2016, Huntington had $478 million of standby letters-of-credit outstanding, of which 82% were collateralized. Included in this $478 million total are letters-of-credit issued by the Bank that support securities that were issued by customers and remarketed by The Huntington Investment Company, the Company’s broker-dealer subsidiary.
Huntington uses an internal grading system to assess an estimate of loss on its loan and lease portfolio. This same loan grading system is used to monitor credit risk associated with standby letters-of-credit. Under this risk rating system as of June 30, 2016, approximately $156 million of the standby letters-of-credit were rated strong with sufficient asset quality, liquidity, and good debt capacity and coverage; approximately $323 million were rated average with acceptable asset quality, liquidity, and modest debt capacity; and $0 million were rated substandard with negative financial trends, structural weaknesses, operating difficulties, and higher leverage.
Commercial letters-of-credit represent short-term, self-liquidating instruments that facilitate customer trade transactions and generally have maturities of no longer than 90 days. The goods or cargo being traded normally secures these instruments.
Commitments to sell loans
Activity related to our mortgage origination activity supports the hedging of the mortgage pricing commitments to customers and the secondary sale to third parties. At June 30, 2016 and December 31, 2015, Huntington had commitments to sell residential real estate loans of $1.1 billion and $659 million, respectively. These contracts mature in less than one year.
Litigation
The nature of Huntington’s business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business. When the Company determines it has meritorious defenses to the claims asserted, it vigorously defends itself. The Company considers settlement of cases when, in Management’s judgment, it is in the best interests of both the Company and its shareholders to do so.

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On at least a quarterly basis, Huntington assesses its liabilities and contingencies in connection with threatened and outstanding legal cases, matters and proceedings, utilizing the latest information available. For cases, matters and proceedings where it is both probable the Company will incur a loss and the amount can be reasonably estimated, Huntington establishes an accrual for the loss. Once established, the accrual is adjusted as appropriate to reflect any relevant developments. For cases, matters or proceedings where a loss is not probable or the amount of the loss cannot be estimated, no accrual is established.
In certain cases, matters and proceedings, exposure to loss exists in excess of the accrual to the extent such loss is reasonably possible, but not probable. Management believes an estimate of the aggregate range of reasonably possible losses, in excess of amounts accrued, for current legal proceedings is from $0 to approximately $50 million at June 30, 2016. For certain other cases, and matters, Management cannot reasonably estimate the possible loss at this time. Any estimate involves significant judgment, given the varying stages of the proceedings (including the fact that many of them are currently in preliminary stages), the existence of multiple defendants in several of the current proceedings whose share of liability has yet to be determined, the numerous unresolved issues in many of the proceedings, and the inherent uncertainty of the various potential outcomes of such proceedings. Accordingly, Management’s estimate will change from time-to-time, and actual losses may be more or less than the current estimate.
While the final outcome of legal cases, matters, and proceedings is inherently uncertain, based on information currently available, advice of counsel, and available insurance coverage, Management believes that the amount it has already accrued is adequate and any incremental liability arising from the Company’s legal cases, matters, or proceedings will not have a material negative adverse effect on the Company’s consolidated financial position as a whole. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these cases, matters, and proceedings, if unfavorable, may be material to the Company’s consolidated financial position in a particular period.
Cyberco Litigation. Huntington has been named a defendant in two lawsuits, arising from Huntington’s commercial lending, depository, and equipment leasing relationships with Cyberco Holdings, Inc. (Cyberco), based in Grand Rapids, Michigan. In November 2004, an equipment leasing fraud was uncovered, whereby Cyberco sought financing from equipment lessors and financial institutions, including Huntington, allegedly to purchase computer equipment from Teleservices Group, Inc. (Teleservices). Cyberco created fraudulent documentation to close the financing transactions when, in fact, no computer equipment was ever purchased or leased from Teleservices, which later proved to be a shell corporation. Bankruptcy proceedings for both Cyberco and Teleservices later ensued.
On March 30, 2012, the U.S. Bankruptcy Court for the Western District of Michigan issued an opinion determining Huntington was the initial transferee of the certain payments made payable to it and was a subsequent transferee of all deposits into Cyberco’s accounts. The Bankruptcy Court ruled Cyberco’s deposits were themselves transfers to Huntington under the Bankruptcy Code, and Huntington was liable for both the payments and the deposits, totaling approximately $73 million.
On September 28, 2015, the U.S. District Court for the Western District of Michigan entered a judgment against Huntington in the amount of $72 million plus costs and pre- and post-judgment interest. While Huntington has appealed the decision to the U.S. Sixth Circuit Court of Appeals and plans to continue to aggressively contest the claims of this complex case, Huntington increased its legal reserves by approximately $38 million in the 2015 third quarter to fully accrue for the amount of the judgment.
MERSCORP Litigation. Huntington is a defendant in an action filed on January 17, 2012 against MERSCORP, Inc. and numerous other financial institutions that participate in the mortgage electronic registration system (MERS). The putative class action was filed on behalf of all 88 counties in Ohio. The plaintiffs allege that the recording of mortgages and assignments thereof is mandatory under Ohio law and seek a declaratory judgment that the defendants are required to record every mortgage and assignment on real property located in Ohio and pay the attendant statutory recording fees. The complaint also seeks damages, attorney’s fees and costs. Huntington along with the other defendant financial institutions filed a motion to dismiss the complaint, which has been fully briefed, but no ruling has been issued by the Geauga County, Ohio Court of Common Pleas. Similar litigation has been initiated against MERSCORP, Inc. and other financial institutions in other jurisdictions throughout the country, however, Huntington has not been named a defendant in those other cases. On May 17, 2016, the Court granted the defendants’ motion to dismiss. The plaintiffs have filed an appeal, but given the trial court’s decision as well as decisions in similar cases in other jurisdictions, Huntington no longer believes this matter is material and therefore will not include it in subsequent filings.

Powell v. Huntington National Bank. Huntington is a defendant in a putative class action filed on October 15, 2013. The plaintiffs filed the action in West Virginia state court on behalf of themselves and other West Virginia mortgage loan borrowers who allege they were charged late fees in violation of West Virginia law and the loan documents. Plaintiffs seek statutory civil penalties, compensatory damages and attorney’s fees. Huntington removed the case to federal court, answered the complaint, and, on January 17, 2014, filed a motion for judgment on the pleadings, asserting that West Virginia law is preempted by

124


federal law and therefore does not apply to Huntington. Following further briefing by the parties, the federal district court denied Huntington’s motion for judgment on the pleadings on September 26, 2014. On June 8, 2015, the Fourth Circuit Court of Appeals granted Huntington’s motion for an interlocutory appeal of the district court’s decision. The matter was briefed and oral argument held, but after the oral argument, the Fourth Circuit dismissed the appeal as improvidently granted and remanded the case back to the district court for further proceedings. The matter is moving forward in the trial court and Huntington has filed an early motion for summary judgment. The discovery stay has been lifted, and plaintiffs have served requests for documents and to take the deposition of Huntington personnel. Trial is now set for January 24, 2017.

FirstMerit Merger Shareholder Litigation. Huntington is a defendant in five lawsuits filed in February and March of 2016 in state and federal courts in Ohio relating to the FirstMerit merger. The plaintiffs in each case are FirstMerit shareholders and have filed class action and derivative claims seeking to enjoin the merger. The plaintiffs also claim that the registration statement filed regarding the merger contained material omissions and/or misrepresentations and seek the filing of a revised registration statement, as well as money damages. Specifically as to Huntington, the plaintiffs claim Huntington aided and abetted in alleged breaches of fiduciary duties by the FirstMerit board of directors in approving the merger, and in one complaint, allege that Huntington had direct involvement in making omissions and/or misrepresentations in the registration statement. Huntington is preparing its defense to the complaints. The state court cases have been consolidated and stayed pending the outcome of the federal court cases, and plaintiffs' motion for expedited discovery was denied. The federal court cases have been consolidated and the defendants filed a joint motion to dismiss on numerous grounds. The court stayed discovery pending the outcome of the defendants' motion to dismiss. The plaintiffs filed a motion for preliminary injunction to delay the shareholder vote scheduled for June 13, 2016 on the basis that supplemental disclosures should be provided to the shareholders. A hearing took place on the preliminary injunction motion for Friday, June 10. The parties in the federal court cases have entered into a tentative settlement. The defendants made agreed supplemental disclosures in advance of the shareholder vote in exchange for which plaintiffs agreed to withdraw their preliminary injunction motion and agreed to a release of all claims in the federal and state actions. Approval of the settlement by the federal court will be necessary, and the parties have agreed to limited confirmatory discovery. The plaintiffs in the state court cases did not join in the settlement, and one of them filed a motion to be appointed the lead plaintiff in the state cases, which the federal court has denied. Should the settlement be approved, however, the claims in the state court cases will be released.
17. SEGMENT REPORTING
Our business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance. We have five major business segments: Retail and Business Banking, Commercial Banking, Automobile Finance and Commercial Real Estate (AFCRE), Regional Banking and The Huntington Private Client Group (RBHPCG), and Home Lending. The Treasury / Other function includes our technology and operations, other unallocated assets, liabilities, revenue, and expense.
Business segment results are determined based upon our management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around our organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.
Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is recorded to allocate portions of such revenue to other business segments involved in selling to, or providing service to customers. Results of operations for the business segments reflect these fee sharing allocations.
The management accounting process that develops the business segment reporting utilizes various estimates and allocation methodologies to measure the performance of the business segments. Expenses are allocated to business segments using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to activities related to product origination and servicing. These activity-based costs are then extended, based on volumes, with the resulting amount allocated to business segments that own the related products. The second phase consists of the allocation of overhead costs to all five business segments from Treasury / Other. We utilize a full-allocation methodology, where all Treasury / Other expenses, except reported Significant Items, and a small amount of other residual unallocated expenses, are allocated to the five business segments.
We use an active and centralized Funds Transfer Pricing (FTP) methodology to attribute appropriate income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities).

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Retail and Business Banking - The Retail and Business Banking segment provides a wide array of financial products and services to consumer and small business customers including but not limited to checking accounts, savings accounts, money market accounts, certificates of deposit, consumer loans, and small business loans. Other financial services available to consumer and small business customers include investments, insurance, interest rate risk protection, foreign exchange, and treasury management. Business Banking is defined as serving companies with revenues up to $20 million and consists of approximately 165,000 businesses.
Commercial Banking - Through a relationship banking model, this segment provides a wide array of products and services to the middle market, large corporate, and government public sector customers located primarily within our geographic footprint. The segment is divided into seven business units: middle market, large corporate, specialty banking, asset finance, capital markets, treasury management, and insurance.
Automobile Finance and Commercial Real Estate - This segment provides lending and other banking products and services to customers outside of our traditional retail and commercial banking segments. Our products and services include providing financing for the purchase of vehicles by customers at franchised automotive dealerships, financing the acquisition of new and used vehicle inventory of franchised automotive dealerships, and financing for land, buildings, and other commercial real estate owned or constructed by real estate developers, automobile dealerships, or other customers with real estate project financing needs. Products and services are delivered through highly specialized relationship-focused bankers and product partners.
Regional Banking and The Huntington Private Client Group - Regional Banking and The Huntington Private Client Group is closely aligned with our eleven regional banking markets. The Huntington Private Client Group is organized into units consisting of The Huntington Private Bank, The Huntington Trust, and The Huntington Investment Company. Our private banking, trust, and investment functions focus their efforts in our Midwest footprint and Florida.
Home Lending - Home Lending originates and services consumer loans and mortgages for customers who are generally located in our primary banking markets. Consumer and mortgage lending products are primarily distributed through the Retail and Business Banking segment, as well as through commissioned loan originators. Home lending earns interest on loans held in the warehouse and portfolio, earns fee income from the origination and servicing of mortgage loans, and recognizes gains or losses from the sale of mortgage loans. Home Lending supports the origination and servicing of mortgage loans across all segments.
Listed below is certain operating basis financial information reconciled to Huntington’s June 30, 2016, December 31, 2015, and June 30, 2015, reported results by business segment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
Income Statements
Retail & Business Banking
 
Commercial Banking
 
AFCRE
 
RBHPCG
 
Home Lending
 
Treasury/Other
 
Huntington Consolidated
(dollar amounts in thousands)
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
270,745

 
$
101,760

 
$
95,602

 
$
40,502

 
$
14,417

 
$
(17,145
)
 
$
505,881

Provision (reduction in allowance) for credit losses
21,549

 
(5,194
)
 
9,726

 
(1,021
)
 
(551
)
 

 
24,509

Noninterest income
128,903

 
64,918

 
10,589

 
27,588

 
22,321

 
16,793

 
271,112

Noninterest expense
279,286

 
92,121

 
42,331

 
50,863

 
26,455

 
32,605

 
523,661

Income taxes
34,585

 
27,913

 
18,947

 
6,387

 
3,792

 
(37,341
)
 
54,283

Net income
$
64,228

 
$
51,838

 
$
35,187

 
$
11,861

 
$
7,042

 
$
4,384

 
$
174,540

2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
256,921

 
$
94,397

 
$
95,042

 
$
27,751

 
$
16,353

 
$
222

 
$
490,686

Provision (reduction in allowance) for credit losses
19,401

 
(3,027
)
 
3,498

 
1,596

 
(1,049
)
 

 
20,419

Noninterest income
112,938

 
70,361

 
11,574

 
37,964

 
31,976

 
16,960

 
281,773

Noninterest expense
260,487

 
76,373

 
37,855

 
63,221

 
41,639

 
12,202

 
491,777

Income taxes
31,490

 
31,994

 
22,842

 
314

 
2,709

 
(25,292
)
 
64,057

Net income
$
58,481

 
$
59,418

 
$
42,421

 
$
584

 
$
5,030

 
$
30,272

 
$
196,206


126


 
Six months ended June 30,
Income Statements
Retail & Business Banking
 
Commercial Banking
 
AFCRE
 
RBHPCG
 
Home Lending
 
Treasury/Other
 
Huntington Consolidated
(dollar amounts in thousands)
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
535,433

 
$
202,623

 
$
191,171

 
$
79,781

 
$
27,433

 
$
(27,494
)
 
$
1,008,947

Provision (reduction in allowance) for credit losses
33,745

 
29,562

 
(6,891
)
 
(1,500
)
 
(2,825
)
 

 
52,091

Noninterest income
246,462

 
123,499

 
17,840

 
55,395

 
33,971

 
35,812

 
512,979

Noninterest expense
552,530

 
182,549

 
82,534

 
100,860

 
52,063

 
44,205

 
1,014,741

Income taxes
68,467

 
39,904

 
46,679

 
12,536

 
4,258

 
(62,604
)
 
109,240

Net income
$
127,153

 
$
74,107

 
$
86,689

 
$
23,280

 
$
7,908

 
$
26,717

 
$
345,854

2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
505,571

 
$
169,315

 
$
190,204

 
$
54,575

 
$
31,630

 
$
7,076

 
$
958,371

Provision for credit losses
26,553

 
3,808

 
2,115

 
4,240

 
4,294

 

 
41,010

Noninterest income
208,696

 
125,254

 
16,249

 
78,388

 
50,634

 
34,175

 
513,396

Noninterest expense
516,851

 
132,790

 
74,033

 
121,849

 
77,427

 
27,684

 
950,634

Income taxes
59,802

 
55,290

 
45,607

 
2,406

 
190

 
(45,232
)
 
118,063

Net income
$
111,061

 
$
102,681

 
$
84,698

 
$
4,468

 
$
353

 
$
58,799

 
$
362,060

 
Assets at
 
Deposits at
(dollar amounts in thousands)
June 30,
2016
 
December 31,
2015
 
June 30,
2016
 
December 31,
2015
Retail & Business Banking
$
15,977,841

 
$
15,746,086

 
$
31,095,956

 
$
30,875,607

Commercial Banking
17,947,824

 
17,022,387

 
10,353,358

 
11,424,778

AFCRE
20,942,630

 
17,856,368

 
1,692,868

 
1,651,702

RBHPCG
4,476,036

 
4,291,403

 
8,161,115

 
7,690,581

Home Lending
3,464,385

 
3,080,690

 
335,403

 
361,881

Treasury / Other
11,145,301

 
13,021,367

 
3,404,765

 
3,290,430

Total
$
73,954,017

 
$
71,018,301

 
$
55,043,465

 
$
55,294,979


Item 3: Quantitative and Qualitative Disclosures about Market Risk
Quantitative and qualitative disclosures for the current period can be found in the Market Risk section of this report, which includes changes in market risk exposures from disclosures presented in Huntington’s 2015 Form 10-K.
Item 4: Controls and Procedures
Disclosure Controls and Procedures
Huntington maintains disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Huntington’s Management, with the participation of its Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, Huntington’s disclosure controls and procedures were effective.
There have not been any changes in Huntington’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, Huntington’s internal controls over financial reporting.

127


PART II. OTHER INFORMATION
In accordance with the instructions to Part II, the other specified items in this part have been omitted because they are not applicable or the information has been previously reported.
Item 1: Legal Proceedings
Information required by this item is set forth in Note 16 of the Notes to Unaudited Condensed Consolidated Financial Statements included in Item 1 of this report and incorporated herein by reference.
Item 1A: Risk Factors
Information required by this item is set forth in Part 1 Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report and incorporated herein by reference.

128


Item 6. Exhibits
Exhibit Index
This report incorporates by reference the documents listed below that we have previously filed with the SEC. The SEC allows us to incorporate by reference information in this document. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.
This information may be read and copied at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the site is http://www.sec.gov. The reports and other information filed by us with the SEC are also available at our Internet web site. The address of the site is http://www.huntington.com. Except as specifically incorporated by reference into this Quarterly Report on Form 10-Q, information on those web sites is not part of this report. You also should be able to inspect reports, proxy statements, and other information about us at the offices of the NASDAQ National Market at 33 Whitehall Street, New York, New York.
 
Exhibit
Number
 
Document Description
 
Report or Registration Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 
2.1
 
Agreement and Plan of Merger, dated as of January 25, 2016, by and among Huntington Bancshares Incorporated, FirstMerit Corporation, and West Subsidiary Corporation.
 
Current Report on Form 8-K dated January 28, 2016.

 
001-34073
 
2.1

 
 
 
 
 
 
 
 
 
 
 
3.1
 
Articles of Restatement of Charter.
 
Annual Report on Form 10-K for the year ended December 31, 1993
 
000-02525
 
3

(i) 
 
 
 
 
 
 
 
 
 
 
3.2
 
Articles of Amendment to Articles of Restatement of Charter.
 
Current Report on Form 8-K dated May 31, 2007
 
000-02525
 
3.1

  
 
 
 
 
 
 
 
 
 
 
3.3
 
Articles of Amendment to Articles of Restatement of Charter.
 
Current Report on Form 8-K dated May 7, 2008
 
000-02525
 
3.1

  
 
 
 
 
 
 
 
 
 
 
3.4
 
Articles of Amendment to Articles of Restatement of Charter.
 
Current Report on Form 8-K dated April 27, 2010
 
001-34073
 
3.1

  
 
 
 
 
 
 
 
 
 
 
3.5
 
Articles Supplementary of Huntington Bancshares Incorporated, as of April 22, 2008.
 
Current Report on Form 8-K dated April 22, 2008
 
000-02525
 
3.1

  
 
 
 
 
 
 
 
 
 
 
3.6
 
Articles Supplementary of Huntington Bancshares Incorporated, as of April 22. 2008.
 
Current Report on Form 8-K dated April 22, 2008
 
000-02525
 
3.2

  
 
 
 
 
 
 
 
 
 
 
3.7
 
Articles Supplementary of Huntington Bancshares Incorporated, as of November 12, 2008.
 
Current Report on Form 8-K dated November 12, 2008
 
001-34073
 
3.1

  
 
 
 
 
 
 
 
 
 
 
3.8
 
Articles Supplementary of Huntington Bancshares Incorporated, as of December 31, 2006.
 
Annual Report on Form 10-K for the year ended December 31, 2006
 
000-02525
 
3.4

 
 
 
 
 
 
 
 
 
 
 
3.9
 
Articles Supplementary of Huntington Bancshares Incorporated, as of December 28, 2011.
 
Current Report on Form 8-K dated December 28, 2011.
 
001-34073
 
3.1

 
 
 
 
 
 
 
 
 
 
 
3.10
 
Articles Supplementary of Huntington Bancshares Incorporated, as of March 18, 2016.
 
Current Report on Form 8-K dated March 21, 2016.
 
001-34073
 
3.1

 
 
 
 
 
 
 
 
 
 
 
3.11
 
Articles Supplementary of Huntington Bancshares Incorporated, as of May 3, 2016.
 
Current Report on Form 8-K dated May 5, 2016.
 
001-34073
 
3.2

 
 
 
 
 
 
 
 
 
 
 

129


3.12
 
Bylaws of Huntington Bancshares Incorporated, as amended and restated, as of July 16, 2014.
 
Current Report on Form 8-K dated July 17, 2014
 
001-34073
 
3.1

 
 
 
 
 
 
 
 
 
 
 
4.1
 
Instruments defining the Rights of Security Holders—reference is made to Articles Fifth, Eighth, and Tenth of Articles of Restatement of Charter, as amended and supplemented. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.1
 
*Huntington Bancshares Incorporated
Management Incentive Plan for Covered Officers

 
Definitive Proxy Statement for the 2016 Annual Meeting of Shareholders

 
001-34073
 
A

 
 
 
 
 
 
 
 
 
 
 
10.2
 
* Form of 2016 Stock Option Grant Agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.3
 
* Form of 2016 Restricted Stock Unit Grant Agreement
 
 
 
 
 
 
 
10.4
 
* Form of 2016 Performance Share Unit Grant Agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31.1
 
**Rule 13a-14(a) Certification – Chief Executive Officer.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31.2
 
**Rule 13a-14(a) Certification – Chief Financial Officer.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32.1
 
***Section 1350 Certification – Chief Executive Officer.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32.2
 
***Section 1350 Certification – Chief Financial Officer.
 
 
 
 
 
 
 
101
 
**The following material from Huntington’s Form 10-Q Report for the quarterly period ended June 30, 2016, formatted in XBRL: (1) Unaudited Condensed Consolidated Balance Sheets, (2) Unaudited Condensed Consolidated Statements of Income, (3) Unaudited Condensed Consolidated Statements of Comprehensive Income (4) Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity, (5) Unaudited Condensed Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
*
Denotes management contract or compensatory plan or arrangement
**
Filed herewith
***
Furnished herewith

130


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Huntington Bancshares Incorporated
(Registrant)
 
 
 
 
 
Date:
July 29, 2016
 
/s/ Stephen D. Steinour
 
 
 
Stephen D. Steinour
 
 
 
Chairman, Chief Executive Officer and President
 
 
 
Date:
July 29, 2016
 
/s/ Howell D. McCullough III
 
 
 
Howell D. McCullough III
 
 
 
Chief Financial Officer


131