10-Q
Table of Contents


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 September 30, 2015
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 796,659,440 shares of Registrant’s common stock ($0.01 par value) outstanding on September 30, 2015
.



Table of Contents

HUNTINGTON BANCSHARES INCORPORATED
INDEX
 
 
 

2

Table of Contents

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
 
 
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
 
 
EFT
  
Electronic Fund Transfer
 
 
EPS
  
Earnings Per Share
 
 
EVE
  
Economic Value of Equity
 
 
FASB
  
Financial Accounting Standards Board
 
 
Fannie Mae
  
(see FNMA)
 
 
FDIC
  
Federal Deposit Insurance Corporation
 
 
FDICIA
  
Federal Deposit Insurance Corporation Improvement Act of 1991
 
 
FHA
  
Federal Housing Administration
 
 
FHLB
  
Federal Home Loan Bank
 
 
FHLMC
  
Federal Home Loan Mortgage Corporation
 
 
FICO
  
Fair Isaac Corporation
 
 

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Table of Contents

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
 
 
HAMP
  
Home Affordable Modification Program
 
 
 
HARP
  
Home Affordable Refinance Program
 
 
 
HIP
  
Huntington Investment and Tax Savings Plan
 
 
 
HQLA
  
High Quality Liquid Asset
 
 
 
HTM
  
Held-to-Maturity
 
 
 
IRS
  
Internal Revenue Service
 
 
 
LCR
  
Liquidity Coverage Ratio
 
 
 
LIBOR
  
London Interbank Offered Rate
 
 
 
LGD
  
Loss-Given-Default
 
 
 
LIHTC
  
Low Income Housing Tax Credit
 
 
 
LTV
  
Loan to Value
 
 
 
Macquarie
  
Macquarie Equipment Finance, Inc. (U.S. operations)
 
 
 
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
 
 
 
NII
  
Net Interest Income
 
 
 
NIM
  
Net Interest Margin
 
 
 
NCO
  
Net Charge-off
 
 
 
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)
 
 
 
OCR
  
Optimal Customer Relationship
 
 
 
OLEM
  
Other Loans Especially Mentioned
 
 
 
OREO
  
Other Real Estate Owned
 
 
 
OTTI
  
Other-Than-Temporary Impairment
 
 
 
Plan
  
Huntington Bancshares Retirement Plan
 
 
 
Problem Loans
  
Includes nonaccrual loans and leases (Table 15), troubled debt restructured loans (Table 16), accruing loans and leases past due 90 days or more (aging analysis section of Footnote 3), and Criticized commercial loans (credit quality indicators section of Footnote 3).
 
 
 

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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
 
 
 
UPB
  
Unpaid Principal Balance
 
 
 
USDA
  
U.S. Department of Agriculture
 
 
 
VIE
  
Variable Interest Entity
 
 
 
XBRL
  
eXtensible Business Reporting Language
 
 
 





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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 149 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 756 branches 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 and another limited purpose office located in Hong Kong. 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 2014 Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the 2014 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 2015 fourth quarter.
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.


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EXECUTIVE OVERVIEW
Summary of 2015 Third Quarter Results Compared to 2014 Third Quarter
For the quarter, we reported net income of $152.6 million, or $0.18 per common share, compared with $155.0 million, or $0.18 per common share, in the year-ago quarter (see Table 1).
Fully-taxable equivalent net interest income was $503.6 million, up $29.8 million, or 6%. The results reflected the benefit from a $4.6 billion, or 8%, increase in average earning assets, partially offset by a 4 basis point reduction in the net interest margin to 3.16%. Average earning asset growth included a $2.9 billion, or 6%, increase in average loans and leases and a $1.6 billion, or 13%, increase in average securities. The net interest margin contraction reflected a 2 basis point decrease related to the mix and yield of earning assets and a 6 basis point increase in funding costs, partially offset by a 4 basis point increase in the benefit from noninterest-bearing funds.
The provision for credit losses was $22.5 million, down $2.0 million, or 8%. Net charge-offs decreased $13.9 million, or 46%, to $16.2 million. NCOs represented an annualized 0.13% of average loans and leases in the current quarter, down from 0.26%. Current quarter results were positively impacted by several recoveries in the C&I and CRE portfolios, as a result of successful workout strategies. We continue to be pleased with the net charge-off performance across the entire portfolio, as consumer charge-offs remain within our expected range. Overall consumer credit metrics 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 $253.1 million, up $5.8 million, or 2%. This reflected an increase in other income of $10.0 million, or 33%, primarily due to equipment operating lease income earned by Huntington Technology Finance. In addition, service charges on deposit accounts increased $6.0 million, or 9%, reflecting the benefit of continued new customer acquisition. Electronic banking increased $3.6 million, or 13%, due to higher card related income and underlying customer growth. These increases were partially offset by a decrease in mortgage banking income of $6.1 million, or 24%, including a decrease from net MSR hedging-related activities, and a decrease in trust services of $3.1 million, or 11%.
Noninterest expense was $526.5 million, up $46.2 million, or 10%. This reflected an increase in other expense of $42.3 million, or 107%, primarily due to the $38.2 million increase to litigation reserves, as well as $5.5 million related to Huntington Technology Finance operating lease expense. In addition, personnel costs increased $10.9 million, or 4%, reflecting a $24.2 million increase in salaries related to both annual merit increases and a 4% increase in the number of average full-time equivalent employees, partially offset by the $12.5 million change in Significant Items. Also, outside data processing increased $5.5 million, or 10%, primarily related to technology investments. These increases were partially offset by a decrease in amortization expense of $5.9 million, or 60%, reflecting the full amortization of the core deposit intangible from the Sky Financial acquisition and a decrease in net occupancy costs of $5.3 million, or 16%, reflecting Significant Items in the year ago quarter related to franchise repositioning actions.
The tangible common equity to tangible assets ratio was 7.89% at September 30, 2015, down 46 basis points. On a Basel III basis, the CET1 risk-based capital ratio was 9.72% at September 30, 2015, and the regulatory tier 1 risk-based capital ratio was 10.49%. All capital ratios were impacted by the repurchase of 24.2 million common shares over the last four quarters. On a Basel I basis, the tier 1 common risk-based capital ratio was 10.31% at September 30, 2014, and the regulatory tier 1 risk-based capital ratio was 11.61%.
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 reduce volatility and (5) maintain strong capital and liquidity positions.
Our fundamentals remain solid as a result of our strategic investments, innovative products, and improved sales management and productivity. The quarter was in line with our expectations. We remained disciplined in lending, and we continued to experience strong average core deposit growth in the quarter. Our focus on growing noninterest bearing checking accounts from both consumers and businesses and cross-selling other products is working.
We drove year-over-year revenue growth through ongoing focus on our net interest margin and notable loan growth primarily within equipment finance and auto finance. We have also carefully managed expenses within the current revenue environment, while materially investing in the business.


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Economy
Since the economic recovery began in 2008, economic activity in the key footprint states of Ohio, Michigan, and Indiana, which account for approximately 90% of our business as measured by deposits, has grown faster than the national average. This outperformance has persisted through the past three months and, based on the Philadelphia Federal Reserve Bank's state leading indices, is expected to continue for the next six months.
Unemployment rates in most of our footprint states continue to trend positively, and most are in line with or better than the national average. The one outlier is the state of West Virginia, which continues to struggle with the impact of lower coal prices. The current and year-ago unemployment rates for our ten largest deposit markets, which account for more than 80% of our total deposit franchise, continue to trend favorably.
Legislative and Regulatory
Regulatory reforms continue to be adopted, including the 2015 first quarter implementation of the Basel III regulatory capital requirements.
Basel III Regulatory Capital Requirements—In 2013, the Federal Reserve voted to adopt final capital rules implementing Basel III requirements for U.S. Banking organizations, which were effective for us beginning January 1, 2015. The final rules establish an integrated regulatory capital framework and implement in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. Consistent with the international Basel framework, the final rule includes a new regulatory minimum ratio of common equity tier 1 capital to risk-weighted assets. The rule also raises the minimum ratio of tier 1 capital to risk-weighted assets and includes a minimum leverage ratio of 4%. The Basel III capital rules establish two methodologies for calculating risk-weighted assets, the advanced and standardized approaches. We are subject to the standardized approach for calculating risk-weighted assets. The implementation of the Basel III capital requirements is transitional and phases-in through the end of 2018.
Conforming Covered Activities to Implement the Volcker Rule—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, and established July 21, 2015, as the end of the conformance period. The Volcker Rule prohibits an insured depository institution and any company that controls an insured depository institution (such as a bank holding company), and any of their subsidiaries and 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. Because the Company has over $50 billion in assets, it is subject to Volcker enhanced compliance requirements. As such the company has completed Volcker Rule due diligence, built its compliance program, and implemented training and on-going reporting requirements. Huntington believes it has achieved required conformance and will deliver the required attestation on or before March 31, 2016.
Expectations – 2015

We remain committed to delivering positive operating leverage for the full year. We anticipate that modest performance improvement within the fourth quarter will contribute to positive operating leverage. We will remain highly disciplined with expense management to achieve our goal.
The commitment to positive operating leverage for full-year 2015, excluding Significant Items and net MSR activity, is both inclusive and exclusive of the impact of Huntington Technology Finance. We continue to expect noninterest expense growth of 2% to 4% for the year, excluding Significant Items and the recurring expense related to Huntington Technology Finance. We expect 2015 fourth quarter noninterest expense, excluding Significant Items, will remain consistent with the 2015 second and third quarters' adjusted noninterest expense levels.
Overall, asset quality metrics are expected to remain near current levels across the portfolio. Moderate quarterly volatility is expected given the absolute low level of problem assets and credit costs. We anticipate NCOs will remain within or below our long-term normalized range of 35 to 55 basis points.
The effective tax rate for the remainder of 2015 is expected to be in the range of 24% to 27%.


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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.”
 

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Table 1 - Selected Quarterly Income Statement Data (1)
(dollar amounts in thousands, except per share amounts)

 
 
 
 
 
 
 
 
 
Three months ended
 
September 30,

 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2015
 
2015
 
2015
 
2014
 
2014
Interest income
$
538,477

 
$
529,795

 
$
502,096

 
$
507,625

 
$
501,060

Interest expense
43,022

 
39,109

 
34,411

 
34,373

 
34,725

Net interest income
495,455

 
490,686

 
467,685

 
473,252

 
466,335

Provision for credit losses
22,476

 
20,419

 
20,591

 
2,494

 
24,480

Net interest income after provision for credit losses
472,979

 
470,267

 
447,094

 
470,758

 
441,855

Service charges on deposit accounts
75,157

 
70,118

 
62,220

 
67,408

 
69,118

Trust services
24,972

 
26,550

 
29,039

 
28,781

 
28,045

Electronic banking
30,832

 
30,259

 
27,398

 
27,993

 
27,275

Mortgage banking income
18,956

 
38,518

 
22,961

 
14,030

 
25,051

Brokerage income
15,059

 
15,184

 
15,500

 
16,050

 
17,155

Insurance income
16,204

 
17,637

 
15,895

 
16,252

 
16,729

Bank owned life insurance income
12,719

 
13,215

 
13,025

 
14,988

 
14,888

Capital markets fees
12,741

 
13,192

 
13,905

 
13,791

 
10,246

Gain on sale of loans
5,873

 
12,453

 
4,589

 
5,408

 
8,199

Securities gains (losses)
188

 
82

 

 
(104
)
 
198

Other income
40,418

 
44,565

 
27,091

 
28,681

 
30,445

Total noninterest income
253,119

 
281,773

 
231,623

 
233,278

 
247,349

Personnel costs
286,270

 
282,135

 
264,916

 
263,289

 
275,409

Outside data processing and other services
58,535

 
58,508

 
50,535

 
53,685

 
53,073

Net occupancy
29,061

 
28,861

 
31,020

 
31,565

 
34,405

Equipment
31,303

 
31,694

 
30,249

 
31,981

 
30,183

Professional services
11,961

 
12,593

 
12,727

 
15,665

 
13,763

Marketing
12,179

 
15,024

 
12,975

 
12,466

 
12,576

Deposit and other insurance expense
11,550

 
11,787

 
10,167

 
13,099

 
11,628

Amortization of intangibles
3,913

 
9,960

 
10,206

 
10,653

 
9,813

Other expense
81,736

 
41,215

 
36,062

 
50,868

 
39,468

Total noninterest expense
526,508

 
491,777

 
458,857

 
483,271

 
480,318

Income before income taxes
199,590

 
260,263

 
219,860

 
220,765

 
208,886

Provision for income taxes
47,002

 
64,057

 
54,006

 
57,151

 
53,870

Net income
152,588

 
196,206

 
165,854

 
163,614

 
155,016

Dividends on preferred shares
7,968

 
7,968

 
7,965

 
7,963

 
7,964

Net income applicable to common shares
$
144,620

 
$
188,238

 
$
157,889

 
$
155,651

 
$
147,052

Average common shares—basic
800,883

 
806,891

 
809,778

 
811,967

 
816,497

Average common shares—diluted
814,326

 
820,238

 
823,809

 
825,338

 
829,623

Net income per common share—basic
$
0.18

 
$
0.23

 
$
0.19

 
$
0.19

 
$
0.18

Net income per common share—diluted
0.18

 
0.23

 
0.19

 
0.19

 
0.18

Cash dividends declared per common share
0.06

 
0.06

 
0.06

 
0.06

 
0.05

Return on average total assets
0.87
%
 
1.16
%
 
1.02
%
 
1.00
%
 
0.97
%
Return on average common shareholders’ equity
9.3

 
12.3

 
10.6

 
10.3

 
9.9

Return on average tangible common shareholders’ equity (2)
10.7

 
14.4

 
12.2

 
11.9

 
11.4

Net interest margin (3)
3.16

 
3.20

 
3.15

 
3.18

 
3.20

Efficiency ratio (4)
69.1

 
61.7

 
63.5

 
66.2

 
65.3

Effective tax rate
23.5

 
24.6

 
24.6

 
25.9

 
25.8

Revenue—FTE
 
 
 
 
 
 
 
 
 
Net interest income
$
495,455

 
$
490,686

 
$
467,685

 
$
473,252

 
$
466,335

FTE adjustment
8,168

 
7,962

 
7,560

 
7,522

 
7,506


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Table of Contents

Net interest income (3)
503,623

 
498,648

 
475,245

 
480,774

 
473,841

Noninterest income
253,119

 
281,773

 
231,623

 
233,278

 
247,349

Total revenue (3)
$
756,742

 
$
780,421

 
$
706,868

 
$
714,052

 
$
721,190

(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.

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Table 2 - Selected Year to Date Income Statement Data (1)
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Interest income
$
1,570,368

 
$
1,468,837

 
$
101,531

 
7
 %
Interest expense
116,542

 
104,948

 
11,594

 
11

Net interest income
1,453,826

 
1,363,889

 
89,937

 
7

Provision for credit losses
63,486

 
78,495

 
(15,009
)
 
(19
)
Net interest income after provision for credit losses
1,390,340

 
1,285,394

 
104,946

 
8

Service charges on deposit accounts
207,495

 
206,333

 
1,162

 
1

Trust services
80,561

 
87,191

 
(6,630
)
 
(8
)
Electronic banking
88,489

 
77,408

 
11,081

 
14

Mortgage banking income
80,435

 
70,857

 
9,578

 
14

Brokerage income
45,743

 
52,227

 
(6,484
)
 
(12
)
Insurance income
49,736

 
49,221

 
515

 
1

Bank owned life insurance income
38,959

 
42,060

 
(3,101
)
 
(7
)
Capital markets fees
39,838

 
29,940

 
9,898

 
33

Gain on sale of loans
22,915

 
15,683

 
7,232

 
46

Securities gains (losses)
270

 
17,658

 
(17,388
)
 
(98
)
Other income
112,074

 
97,323

 
14,751

 
15

Total noninterest income
766,515

 
745,901

 
20,614

 
3

Personnel costs
833,321

 
785,486

 
47,835

 
6

Outside data processing and other services
167,578

 
158,901

 
8,677

 
5

Net occupancy
88,942

 
96,511

 
(7,569
)
 
(8
)
Equipment
93,246

 
87,682

 
5,564

 
6

Professional services
37,281

 
43,890

 
(6,609
)
 
(15
)
Marketing
40,178

 
38,094

 
2,084

 
5

Deposit and other insurance expense
33,504

 
35,945

 
(2,441
)
 
(7
)
Amortization of intangibles
24,079

 
28,624

 
(4,545
)
 
(16
)
Other expense
159,013

 
123,942

 
35,071

 
28

Total noninterest expense
1,477,142

 
1,399,075

 
78,067

 
6

Income before income taxes
679,713

 
632,220

 
47,493

 
8

Provision for income taxes
165,065

 
163,442

 
1,623

 
1

Net income
514,648

 
468,778

 
45,870

 
10

Dividends declared on preferred shares
23,901

 
23,891

 
10

 

Net income applicable to common shares
$
490,747

 
$
444,887

 
$
45,860

 
10
 %
Average common shares—basic
805,851

 
820,884

 
(15,033
)
 
(2
)%
Average common shares—diluted
819,458

 
833,927

 
(14,469
)
 
(2
)
Per common share
 
 
 
 
 
 
 
Net income per common share—basic
$
0.61

 
$
0.54

 
$
0.07

 
13
 %
Net income per common share—diluted
0.60

 
0.53

 
0.07

 
13

Cash dividends declared
0.18

 
0.15

 
0.03

 
20

Revenue—FTE
 
 
 
 
 
 
 
Net interest income
$
1,453,826

 
$
1,363,889

 
$
89,937

 
7
 %
FTE adjustment
23,690

 
20,028

 
3,662

 
18

Net interest income (2)
1,477,516

 
1,383,917

 
93,599

 
7

Noninterest income
766,515

 
745,901

 
20,614

 
3

Total revenue (2)
$
2,244,031

 
$
2,129,818

 
$
114,213

 
5
 %
 
(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.


12

Table of Contents

Significant Items
Definition of 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.
Significant Items Influencing Financial Performance Comparisons
Earnings comparisons were impacted by the Significant Items summarized below:

1.
Franchise Repositioning Related Expense. During the 2014 third quarter, $19.3 million of franchise repositioning related expense was recorded for the consolidation of 26 branches and organizational actions. This resulted in a negative impact of $0.02 per common share.

2.
Merger and Acquisition. Significant events relating to mergers and acquisitions, and the impacts of those events on our reported results, were as follows:

During the 2015 third quarter, $4.8 million of noninterest expense was recorded related to the acquisition of Huntington Technology Finance and the pending transition of the Huntington Funds and the sale of Huntington Asset Advisors, which is expected to be completed during the 2015 fourth quarter.

As previously disclosed, the 2015 second quarter and 2015 first quarter included $1.5 million and $3.4 million, respectively, of Huntington Technology Finance merger-related noninterest expense that was not originally reported as a Significant Item for the quarter. As a result of 2015 third quarter activity, merger related expense has been identified as a Significant Item for the 2015 full year and, as such, these amounts are now included as Significant Items.

During the 2014 third quarter, $3.5 million of noninterest expense was recorded related to the acquisition of 24 Bank of America branches and Camco Financial.

During the 2014 second quarter, $0.8 million of noninterest expense was recorded related to the acquisition of 24 Bank of America branches.

During the 2014 first quarter, $12.6 million of noninterest expense and $0.8 million of noninterest income was recorded related to the acquisition of Camco Financial. This net $11.8 million resulted in a negative impact of $0.01 per common share.

3.
Litigation Reserve. $38.2 million and $9.0 million of net additions to litigation reserves were recorded as other noninterest expense during the 2015 third quarter and 2014 first quarter, respectively. This resulted in a negative impact of $0.03 and $0.01 per common share during the 2015 third quarter and 2014 first quarter, respectively.


13

Table of Contents

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
 
September 30, 2015
 
June 30, 2015
 
September 30, 2014
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
Net income
$
152,588

 
 
 
$
196,206

 
 
 
$
155,016

 
 
Earnings per share, after-tax
 
 
$
0.18

 
 
 
$
0.23

 
 
 
$
0.18

Significant Items—favorable (unfavorable) impact:
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
Net additions to litigation reserves
$
(38,186
)
 
$
(0.03
)
 
$

 
$

 
$

 
$

Mergers and acquisitions, net
(4,839
)
 

 
(1,501
)
 

 
(3,490
)
 

Franchise repositioning related expense

 

 

 

 
(19,333
)
 
(0.02
)
 
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2014
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
Net income
$
514,648

 
 
 
$
468,778

 
 
Earnings per share, after-tax
 
 
$
0.60

 
 
 
$
0.53

Significant Items—favorable (unfavorable) impact:
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
Net additions to litigation reserves
$
(38,186
)
 
$
(0.03
)
 
$
(9,000
)
 
$
(0.01
)
Merger and acquisition, net
(9,691
)
 
(0.01
)
 
(16,088
)
 
(0.01
)
Franchise repositioning related expense

 

 
(19,333
)
 
(0.02
)
 
(1)
Pretax unless otherwise noted.
(2)
Based on average outstanding diluted common shares.
(3)
After-tax.

Net Interest Income / Average Balance Sheet
The following tables detail the change in our average balance sheet and the net interest margin:
 
Table 4 - Consolidated Quarterly Average Balance Sheets
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Balances
 
 
 
 
 
Three Months Ended
 
Change
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
3Q15 vs. 3Q14
 
2015
 
2015
 
2015
 
2014
 
2014
 
Amount
 
Percent
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
$
89

 
$
89

 
$
94

 
$
85

 
$
82

 
$
7

 
9
 %
Loans held for sale
464

 
1,272

 
381

 
374

 
351

 
113

 
32

Securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
8,310

 
7,916

 
7,664

 
7,291

 
6,935

 
1,375

 
20

Tax-exempt
2,136

 
2,028

 
1,874

 
1,684

 
1,620

 
516

 
32

Total available-for-sale and other securities
10,446

 
9,944

 
9,538

 
8,975

 
8,555

 
1,891

 
22

Trading account securities
52

 
41

 
53

 
49

 
50

 
2

 
4

Held-to-maturity securities—taxable
3,226

 
3,324

 
3,347

 
3,435

 
3,556

 
(330
)
 
(9
)
Total securities
13,724

 
13,309

 
12,938

 
12,459

 
12,161

 
1,563

 
13

Loans and leases: (1)
 
 
 
 
 
 
 
 
 
 
 
 
 

14

Table of Contents

Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
19,802

 
19,819

 
19,116

 
18,880

 
18,581

 
1,221

 
7

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
1,101

 
970

 
887

 
822

 
775

 
326

 
42

Commercial
4,193

 
4,214

 
4,275

 
4,262

 
4,188

 
5

 

Commercial real estate
5,294

 
5,184

 
5,162

 
5,084

 
4,963

 
331

 
7

Total commercial
25,096

 
25,003

 
24,278

 
23,964

 
23,544

 
1,552

 
7

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
8,879

 
8,083

 
8,783

 
8,512

 
8,012

 
867

 
11

Home equity
8,526

 
8,503

 
8,484

 
8,452

 
8,412

 
114

 
1

Residential mortgage
6,048

 
5,859

 
5,810

 
5,751

 
5,747

 
301

 
5

Other consumer
497

 
451

 
425

 
413

 
398

 
99

 
25

Total consumer
23,950

 
22,896

 
23,502

 
23,128

 
22,569

 
1,381

 
6

Total loans and leases
49,046

 
47,899

 
47,780

 
47,092

 
46,113

 
2,933

 
6

Allowance for loan and lease losses
(609
)
 
(608
)
 
(612
)
 
(631
)
 
(633
)
 
24

 
(4
)
Net loans and leases
48,437

 
47,291

 
47,168

 
46,461

 
45,480

 
2,957

 
7

Total earning assets
63,323

 
62,569

 
61,193

 
60,010

 
58,707

 
4,616

 
8

Cash and due from banks
1,555

 
926

 
935

 
929

 
887

 
668

 
75

Intangible assets
739

 
745

 
593

 
602

 
583

 
156

 
27

All other assets
4,296

 
4,251

 
4,142

 
4,022

 
3,929

 
367

 
9

Total assets
$
69,304

 
$
67,883

 
$
66,251

 
$
64,932

 
$
63,473

 
$
5,831

 
9
 %
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
17,017

 
$
15,893

 
$
15,253

 
$
15,179

 
$
14,090

 
$
2,927

 
21
 %
Demand deposits—interest-bearing
6,604

 
6,584

 
6,173

 
5,948

 
5,913

 
691

 
12

Total demand deposits
23,621

 
22,477

 
21,426

 
21,127

 
20,003

 
3,618

 
18

Money market deposits
19,512

 
18,803

 
19,368

 
18,401

 
17,929

 
1,583

 
9

Savings and other domestic deposits
5,224

 
5,273

 
5,169

 
5,052

 
5,020

 
204

 
4

Core certificates of deposit
2,534

 
2,639

 
2,814

 
3,058

 
3,167

 
(633
)
 
(20
)
Total core deposits
50,891

 
49,192

 
48,777

 
47,638

 
46,119

 
4,772

 
10

Other domestic time deposits of $250,000 or more
217

 
184

 
195

 
201

 
223

 
(6
)
 
(3
)
Brokered deposits and negotiable CDs
2,779

 
2,701

 
2,600

 
2,434

 
2,262

 
517

 
23

Deposits in foreign offices
492

 
562

 
557

 
479

 
374

 
118

 
32

Total deposits
54,379

 
52,639

 
52,129

 
50,752

 
48,978

 
5,401

 
11

Short-term borrowings
844

 
2,153

 
1,882

 
2,683

 
3,193

 
(2,349
)
 
(74
)
Long-term debt
6,066

 
5,139

 
4,374

 
3,956

 
3,967

 
2,099

 
53

Total interest-bearing liabilities
44,272

 
44,038

 
43,132

 
42,212

 
42,048

 
2,224

 
5

All other liabilities
1,442

 
1,435

 
1,450

 
1,167

 
1,043

 
399

 
38

Shareholders’ equity
6,573

 
6,517

 
6,416

 
6,374

 
6,292

 
281

 
4

Total liabilities and shareholders’ equity
$
69,304

 
$
67,883

 
$
66,251

 
$
64,932

 
$
63,473

 
$
5,831

 
9
 %
(1)
For purposes of this analysis, NALs are reflected in the average balances of loans.


15

Table of Contents

Table 5 - Consolidated Quarterly Net Interest Margin Analysis
 
 
 
 
 
 
 
 
 
 
 
Average Yield Rates (2)
 
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
Fully-taxable equivalent basis (1)
2015
 
2015
 
2015
 
2014
 
2014
Assets:
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
0.06
%
 
0.08
%
 
0.18
%
 
0.23
%
 
0.19
%
Loans held for sale
3.81

 
3.32

 
3.69

 
3.82

 
3.98

Securities:
 
 
 
 
 
 
 
 
 
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
Taxable
2.51

 
2.60

 
2.50

 
2.61

 
2.48

Tax-exempt
3.12

 
3.13

 
3.05

 
3.26

 
3.02

Total available-for-sale and other securities
2.63

 
2.71

 
2.61

 
2.73

 
2.59

Trading account securities
0.97

 
1.00

 
1.17

 
1.05

 
0.85

Held-to-maturity securities—taxable
2.46

 
2.50

 
2.47

 
2.45

 
2.45

Total securities
2.59

 
2.65

 
2.57

 
2.65

 
2.54

Loans and leases: (3)
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
3.58

 
3.61

 
3.33

 
3.35

 
3.45

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
3.52

 
3.60

 
3.81

 
4.30

 
4.38

Commercial
3.43

 
3.41

 
3.57

 
3.47

 
3.60

Commercial real estate
3.45

 
3.45

 
3.62

 
3.60

 
3.72

Total commercial
3.55

 
3.58

 
3.39

 
3.40

 
3.51

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
3.23

 
3.20

 
3.24

 
3.33

 
3.41

Home equity
4.01

 
3.97

 
4.03

 
4.05

 
4.07

Residential mortgage
3.71

 
3.72

 
3.75

 
3.84

 
3.78

Other consumer
8.88

 
8.45

 
8.20

 
7.68

 
7.31

Total consumer
3.75

 
3.73

 
3.74

 
3.80

 
3.82

Total loans and leases
3.65

 
3.65

 
3.56

 
3.60

 
3.66

Total earning assets
3.42

 
3.45

 
3.38

 
3.41

 
3.44

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing

 

 

 

 

Demand deposits—interest-bearing
0.07

 
0.06

 
0.05

 
0.04

 
0.04

Total demand deposits
0.02

 
0.02

 
0.01

 
0.01

 
0.01

Money market deposits
0.23

 
0.22

 
0.21

 
0.22

 
0.23

Savings and other domestic deposits
0.14

 
0.14

 
0.15

 
0.16

 
0.16

Core certificates of deposit
0.80

 
0.78

 
0.76

 
0.75

 
0.74

Total core deposits
0.23

 
0.22

 
0.22

 
0.23

 
0.23

Other domestic time deposits of $250,000 or more
0.43

 
0.44

 
0.42

 
0.43

 
0.44

Brokered deposits and negotiable CDs
0.17

 
0.17

 
0.17

 
0.18

 
0.20

Deposits in foreign offices
0.13

 
0.13

 
0.13

 
0.13

 
0.13

Total deposits
0.22

 
0.22

 
0.22

 
0.23

 
0.23

Short-term borrowings
0.09

 
0.14

 
0.12

 
0.12

 
0.11

Long-term debt
1.44

 
1.44

 
1.31

 
1.35

 
1.35

Total interest-bearing liabilities
0.39

 
0.36

 
0.32

 
0.32

 
0.33

Net interest rate spread
3.03

 
3.09

 
3.06

 
3.09

 
3.11

Impact of noninterest-bearing funds on margin
0.13

 
0.11

 
0.09

 
0.09

 
0.09

Net interest margin
3.16
%
 
3.20
%
 
3.15
%
 
3.18
%
 
3.20
%
 
(1)
FTE yields are calculated assuming a 35% tax rate.

16

Table of Contents

(2)
Loan, lease, and deposit average rates include impact of applicable derivatives, non-deferrable fees, and amortized fees.
(3)
For purposes of this analysis, NALs are reflected in the average balances of loans.

2015 Third Quarter versus 2014 Third Quarter
Fully-taxable equivalent net interest income for the 2015 third quarter increased $29.8 million, or 6%, from the 2014 third quarter. This reflected the benefit from the $4.6 billion, or 8%, increase in average earning assets partially offset by a 4 basis point reduction in the FTE net interest margin to 3.16%. Average earning asset growth included a $2.9 billion, or 6%, increase in average loans and leases and a $1.6 billion, or 13%, increase in average securities. The NIM contraction reflected a 2 basis point decrease related to the mix and yield of earning assets and 6 basis point increase in funding costs, partially offset by the 4 basis point increase in the benefit from noninterest-bearing funds.
Average earning assets for the 2015 third quarter increased $4.6 billion, or 8%, from the year-ago quarter, driven by:
$1.6 billion, or 13%, increase in average securities, primarily reflecting the reinvestment of cash flows and additional investment in LCR Level 1 qualifying securities. The 2015 third quarter average balance also included $1.8 billion of direct purchase municipal instruments originated by our Commercial segment, up from $1.2 billion in the year-ago quarter.
$1.2 billion, or 7%, increase in average C&I loans and leases, primarily reflecting the $0.8 billion of equipment finance leases acquired in the Huntington Technology Finance transaction at the end of the 2015 first quarter, as well as growth in corporate banking and automobile dealer floorplan lending.
$0.9 billion, or 11%, increase in average Automobile loans. The 2015 third quarter represented the seventh consecutive quarter of greater than $1.0 billion in originations.
$0.3 billion, or 7%, increase in average Commercial Real Estate loans, primarily Construction loans.
Average total deposits for the 2015 third quarter increased $5.4 billion, or 11%, from the year-ago quarter, including a $4.8 billion, or 10%, increase in average total core deposits. The growth in average total core deposits more than fully funded the year-over-year increase in average earning assets. The increase in average total deposits included $0.7 billion of deposits acquired in the Bank of America branch acquisition late in the 2014 third quarter. Average total interest-bearing liabilities increased $2.2 billion, or 5%, from the year-ago quarter. Year-over-year changes in total liabilities reflected:
$3.6 billion, or 18%, increase in demand deposits, reflecting a $2.7 billion, or 22%, increase in commercial demand deposits and a $0.9 billion, or 12%, increase in consumer demand deposits.
$1.6 billion, or 9%, increase in money market deposits, reflecting continued banker focus across all segments on obtaining our customers’ full deposit relationship.
$0.5 billion, or 23%, increase in brokered deposits and negotiable CDs, which were used to efficiently finance balance sheet growth while continuing to manage the overall cost of funds.
Partially offset by:
$0.6 billion, or 20%, decrease in average core certificates of deposit due to the strategic focus on changing the funding sources to low- and no-cost demand deposits and money market deposits.
$0.3 billion, or 3%, decrease in average short- and long-term borrowings, reflecting a $2.3 billion, or 74%, reduction in short-term borrowings partially offset by a $2.1 billion, or 53%, increase in long-term debt. The increase in long-term debt reflected the issuance of $1.0 billion, $0.8 billion, and $0.5 billion of bank-level senior debt during the 2015 first quarter, 2015 second quarter, and 2015 third quarter, respectively, as well as $0.5 billion of debt assumed in the Huntington Technology Finance acquisition at the end of the 2015 first quarter.
2015 Third Quarter versus 2015 Second Quarter
Compared to the 2015 second quarter, FTE net interest income increased $5.0 million, or 1%. Average earning assets increased $0.8 billion, or 1%, sequentially, while the NIM decreased 4 basis points. The decrease in the NIM reflected a 3 basis point decrease in earning asset yields due to continued pricing pressure across several asset classes and a 3 basis point increase in the cost of interest-bearing liabilities, partially offset by a 2 basis point increase in the benefit from noninterest bearing funds.

17

Table of Contents

Compared to the 2015 second quarter, average earning assets increased $0.8 billion, or 1%. This increase reflected a $0.8 billion increase in automobile loans and a $0.4 billion increase in average securities, partially offset by a $0.8 billion decrease in loans held-for-sale. The decrease in loans held-for-sale was impacted by the securitization and sale of $750 million of automobile loans in the last month of the 2015 second quarter.
Compared to the 2015 second quarter, average noninterest bearing deposits increased $1.1 billion, or 7%, and while average total interest-bearing liabilities increased $0.2 billion, or 1%, reflecting a $1.3 billion, or 61%, decrease in short-term borrowings partially offset by a $0.9 billion, or 18%, increase in long-term debt related to the 2015 second quarter and 2015 third quarter bank-level senior debt issuances.

Table 6 - Consolidated YTD Average Balance Sheets and Net Interest Margin Analysis
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
YTD Average Balances
 
YTD Average Rates (2)
 
Nine Months Ended September 30,
 
Change
 
Nine Months Ended September 30,
Fully-taxable equivalent basis (1)
2015
 
2014
 
Amount
 
Percent
 
2015
 
2014
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
$
90

 
$
85

 
$
5

 
6
 %
 
0.11
%
 
0.08
%
Loans held for sale
706

 
306

 
400

 
131

 
3.49

 
3.99

Securities:
 
 
 
 


 


 
 
 
 
Available-for-sale and other securities:
 
 
 
 


 


 
 
 
 
Taxable
7,966

 
6,615

 
1,351

 
20

 
2.54

 
2.49

Tax-exempt
2,014

 
1,344

 
670

 
50

 
3.10

 
3.06

Total available-for-sale and other securities
9,980

 
7,959

 
2,021

 
25

 
2.65

 
2.59

Trading account securities
49

 
45

 
4

 
9

 
1.06

 
0.87

Held-to-maturity securities—taxable
3,299

 
3,671

 
(372
)
 
(10
)
 
2.47

 
2.46

Total securities
13,328

 
11,675

 
1,653

 
14

 
2.60

 
2.54

Loans and leases: (3)
 
 
 
 


 


 
 
 
 
Commercial:
 
 
 
 


 


 
 
 
 
Commercial and industrial
19,581

 
18,161

 
1,420

 
8

 
3.51

 
3.50

Commercial real estate:
 
 
 
 


 


 
 
 
 
Construction
987

 
697

 
290

 
42

 
3.64

 
4.24

Commercial
4,227

 
4,274

 
(47
)
 
(1
)
 
3.47

 
3.87

Commercial real estate
5,214

 
4,971

 
243

 
5

 
3.50

 
3.92

Total commercial
24,795

 
23,132

 
1,663

 
7

 
3.51

 
3.59

Consumer:
 
 
 
 


 


 
 
 
 
Automobile
8,582

 
7,387

 
1,195

 
16

 
3.23

 
3.47

Home equity
8,504

 
8,376

 
128

 
2

 
4.01

 
4.10

Residential mortgage
5,906

 
5,579

 
327

 
6

 
3.72

 
3.78

Other consumer
458

 
389

 
69

 
18

 
8.53

 
7.16

Total consumer
23,450

 
21,731

 
1,719

 
8

 
3.74

 
3.86

Total loans and leases
48,245

 
44,863

 
3,382

 
8

 
3.62

 
3.72

Allowance for loan and lease losses
(610
)
 
(641
)
 
31

 
(5
)
 
 
 
 
Net loans and leases
47,635

 
44,222

 
3,413

 
8

 
 
 
 
Total earning assets
62,369

 
56,929

 
5,440

 
10

 
3.42
%
 
3.50
%
Cash and due from banks
1,140

 
888

 
252

 
28

 
 
 
 

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Table of Contents

Intangible assets
693

 
570

 
123

 
22

 
 
 
 
All other assets
4,231

 
3,934

 
297

 
8

 
 
 
 
Total assets
$
67,823

 
$
61,680

 
$
6,143

 
10
 %
 
 
 
 
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
16,061

 
$
13,586

 
$
2,475

 
18
 %
 
%
 
%
Demand deposits—interest-bearing
6,455

 
5,878

 
577

 
10

 
0.06

 
0.04

Total demand deposits
22,516

 
19,464

 
3,052

 
16

 
0.02

 
0.01

Money market deposits
19,228

 
17,753

 
1,475

 
8

 
0.22

 
0.24

Savings and other domestic deposits
5,222

 
5,025

 
197

 
4

 
0.14

 
0.18

Core certificates of deposit
2,661

 
3,403

 
(742
)
 
(22
)
 
0.78

 
0.83

Total core deposits
49,627

 
45,645

 
3,982

 
9

 
0.22

 
0.26

Other domestic time deposits of $250,000 or more
199

 
256

 
(57
)
 
(22
)
 
0.43

 
0.43

Brokered deposits and negotiable CDs
2,694

 
2,040

 
654

 
32

 
0.17

 
0.24

Deposits in foreign offices
537

 
339

 
198

 
58

 
0.13

 
0.13

Total deposits
53,057

 
48,280

 
4,777

 
10

 
0.22

 
0.26

Short-term borrowings
1,623

 
2,787

 
(1,164
)
 
(42
)
 
0.12

 
0.10

Long-term debt
5,199

 
3,340

 
1,859

 
56

 
1.40

 
1.46

Total interest-bearing liabilities
43,818

 
40,821

 
2,997

 
7

 
0.36

 
0.34

All other liabilities
1,442

 
1,038

 
404

 
39

 
 
 
 
Shareholders’ equity
6,502

 
6,235

 
267

 
4

 
 
 
 
Total liabilities and shareholders’ equity
$
67,823

 
$
61,680

 
$
6,143

 
10
 %
 
 
 
 
Net interest rate spread
 
 
 
 
 
 
 
 
3.06

 
3.15

Impact of noninterest-bearing funds on margin
 
 
 
 
 
 
 
 
0.11

 
0.10

Net interest margin
 
 
 
 
 
 
 
 
3.17
%
 
3.25
%
 
(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.

2015 First Nine Months versus 2014 First Nine Months
Fully-taxable equivalent net interest income for the first nine-month period of 2015 increased $93.6 million, or 7%, reflecting the benefit of a $5.4 billion, or 10%, increase in average total earning assets. The fully-taxable equivalent net interest margin decreased to 3.17% from 3.25%. The increase in average earning assets reflected:
$3.4 billion, or 8%, increase in average total loans and leases, reflecting the equipment finance leases acquired in the Huntington Technology Finance transaction at the end of the 2015 first quarter and ongoing strong automobile loan originations.
$1.7 billion, or 14%, increase in average securities reflecting additional investment in LCR Level 1 qualifying securities.
$0.4 billion, or 131%, increase in average loans held for sale, reflecting the 2015 second quarter securitization and sale of automobile loans.
Provision for Credit Losses

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(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 2015 third quarter was $22.5 million compared with $20.4 million for the 2015 second quarter and $24.5 million for the 2014 third quarter. On a year-to-date basis, provision for credit losses for the first nine-month period of 2015 was $63.5 million, a decrease of $15.0 million, or 19%, 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 7 - Noninterest Income
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
3Q15 vs 3Q14
 
3Q15 vs 2Q15
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
Change
 
Change
 
2015
 
2015
 
2015
 
2014
 
2014
 
Amount
 
Percent
 
Amount
 
Percent
Service charges on deposit accounts
$
75,157

 
$
70,118

 
$
62,220

 
$
67,408

 
$
69,118

 
$
6,039

 
9
 %
 
$
5,039

 
7
 %
Trust services
24,972

 
26,550

 
29,039

 
28,781

 
28,045

 
(3,073
)
 
(11
)
 
(1,578
)
 
(6
)
Electronic banking
30,832

 
30,259

 
27,398

 
27,993

 
27,275

 
3,557

 
13

 
573

 
2

Mortgage banking income
18,956

 
38,518

 
22,961

 
14,030

 
25,051

 
(6,095
)
 
(24
)
 
(19,562
)
 
(51
)
Brokerage income
15,059

 
15,184

 
15,500

 
16,050

 
17,155

 
(2,096
)
 
(12
)
 
(125
)
 
(1
)
Insurance income
16,204

 
17,637

 
15,895

 
16,252

 
16,729

 
(525
)
 
(3
)
 
(1,433
)
 
(8
)
Bank owned life insurance income
12,719

 
13,215

 
13,025

 
14,988

 
14,888

 
(2,169
)
 
(15
)
 
(496
)
 
(4
)
Capital markets fees
12,741

 
13,192

 
13,905

 
13,791

 
10,246

 
2,495

 
24

 
(451
)
 
(3
)
Gain on sale of loans
5,873

 
12,453

 
4,589

 
5,408

 
8,199

 
(2,326
)
 
(28
)
 
(6,580
)
 
(53
)
Securities gains (losses)
188

 
82

 

 
(104
)
 
198

 
(10
)
 
(5
)
 
106

 
129

Other income
40,418

 
44,565

 
27,091

 
28,681

 
30,445

 
9,973

 
33

 
(4,147
)
 
(9
)
Total noninterest income
$
253,119

 
$
281,773

 
$
231,623

 
$
233,278

 
$
247,349

 
$
5,770

 
2
 %
 
$
(28,654
)
 
(10
)%
2015 Third Quarter versus 2014 Third Quarter
Noninterest income increased $5.8 million, or 2%, from the year-ago quarter. The year-over-year increase primarily reflected:
$10.0 million, or 33%, increase in other income, primarily reflecting equipment operating lease income related to Huntington Technology Finance.
$6.0 million, or 9%, increase in service charges on deposit accounts, reflecting the benefit of continued new customer acquisition including a 3.1% increase in commercial checking relationships and a 3.8% increase in consumer checking households.
$3.6 million, or 13%, increase in electronic banking, due to higher card related income and underlying customer growth.
Partially offset by:
$6.1 million, or 24%, decrease in mortgage banking income, reflecting a $9.2 million decrease from MSR hedging-related activities partially offset by a $4.5 million increase in origination and secondary marketing revenues.
$3.1 million, or 11%, decrease in trust services, primarily related to our fiduciary trust businesses moving to a more open architecture platform and a decline in assets under management in proprietary mutual funds. While not affecting results, during the 2015 third quarter, we entered into agreements to transition the remaining Huntington Funds and to sell Huntington Asset Advisors in transactions expected to close in the 2015 fourth quarter.

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Table of Contents

2015 Third Quarter versus 2015 Second Quarter
Compared to the 2015 second quarter, total noninterest income decreased $28.7 million, or 10%. Mortgage banking income decreased $19.6 million, or 51%, primarily driven by a $14.4 million decrease in net MSR hedging-related activities and a $6.3 million, or 24%, decrease in origination and secondary marketing income. Gain on sale of loans decreased $6.6 million, or 53%, primarily reflecting a $5.3 million automobile loan securitization gain during the 2015 second quarter. Service charges on deposit accounts increased $5.0 million, or 7%, as the quarter benefited from continued growth in consumer households and commercial relationships.
 
Table 8 - Noninterest Income—2015 First Nine Months vs. 2014 First Nine Months
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Service charges on deposit accounts
$
207,495

 
$
206,333

 
$
1,162

 
1
 %
Trust services
80,561

 
87,191

 
(6,630
)
 
(8
)
Electronic banking
88,489

 
77,408

 
11,081

 
14

Mortgage banking income
80,435

 
70,857

 
9,578

 
14

Brokerage income
45,743

 
52,227

 
(6,484
)
 
(12
)
Insurance income
49,736

 
49,221

 
515

 
1

Bank owned life insurance income
38,959

 
42,060

 
(3,101
)
 
(7
)
Capital markets fees
39,838

 
29,940

 
9,898

 
33

Gain on sale of loans
22,915

 
15,683

 
7,232

 
46

Securities gains (losses)
270

 
17,658

 
(17,388
)
 
(98
)
Other income
112,074

 
97,323

 
14,751

 
15

Total noninterest income
$
766,515

 
$
745,901

 
$
20,614

 
3
 %
The $20.6 million, or 3%, increase in total noninterest income reflected:
$14.8 million, or 15%, increase in other income, primarily reflecting equipment operating lease income related to Huntington Technology Finance.
$11.1 million, or 14%, increase in electronic banking income, primarily due to higher card-related income and underlying customer growth.
$9.9 million, or 33%, increase in capital market fees, primarily related to an increase in foreign exchange fees, underwriting fees, commodities revenue, and customer interest rate derivatives.
$9.6 million, or 14%, increase in mortgage banking income. The increase reflected a $22.0 million increase in origination and secondary marketing revenues offset by a $7.0 million decrease from MSR hedging-related activities, a $3.1 million decrease in other mortgage banking income, and a $2.0 million increase in amortization of capitalized servicing.
$7.2 million, or 46%, increase in gain on sale of loans, including the $5.3 million automobile loan securitization gain in the 2015 second quarter.
Partially offset by:
$17.4 million, or 98%, decrease in securities gains.
$6.6 million, or 8%, decrease in trust services, primarily related to our fiduciary trust businesses moving to a more open architecture platform and a decline in assets under management in proprietary mutual funds following the 2014 second quarter transition of the fixed income Huntington Funds to a third party.
$6.5 million, or 12%, decrease in brokerage income, primarily reflecting a shift from upfront commission income to trailing commissions and an increase in the sale of new open architecture advisory products.

Noninterest Expense
(This section should be read in conjunction with Significant Item 1, 2, and 3.)
The following table reflects noninterest expense for each of the past five quarters: 

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Table of Contents

Table 9 - Noninterest Expense
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
3Q15 vs 3Q14
 
3Q15 vs 2Q15
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
Change
 
Change
 
2015
 
2015
 
2015
 
2014
 
2014
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
286,270

 
$
282,135

 
$
264,916

 
$
263,289

 
$
275,409

 
$
10,861

 
4
 %
 
$
4,135

 
1
 %
Outside data processing and other services
58,535

 
58,508

 
50,535

 
53,685

 
53,073

 
5,462

 
10

 
27

 

Net occupancy
29,061

 
28,861

 
31,020

 
31,565

 
34,405

 
(5,344
)
 
(16
)
 
200

 
1

Equipment
31,303

 
31,694

 
30,249

 
31,981

 
30,183

 
1,120

 
4

 
(391
)
 
(1
)
Professional services
11,961

 
12,593

 
12,727

 
15,665

 
13,763

 
(1,802
)
 
(13
)
 
(632
)
 
(5
)
Marketing
12,179

 
15,024

 
12,975

 
12,466

 
12,576

 
(397
)
 
(3
)
 
(2,845
)
 
(19
)
Deposit and other insurance expense
11,550

 
11,787

 
10,167

 
13,099

 
11,628

 
(78
)
 
(1
)
 
(237
)
 
(2
)
Amortization of intangibles
3,913

 
9,960

 
10,206

 
10,653

 
9,813

 
(5,900
)
 
(60
)
 
(6,047
)
 
(61
)
Other expense
81,736

 
41,215

 
36,062

 
50,868

 
39,468

 
42,268

 
107

 
40,521

 
98

Total noninterest expense
$
526,508

 
$
491,777

 
$
458,857

 
$
483,271

 
$
480,318

 
$
46,190

 
10
 %
 
$
34,731

 
7
 %
Number of employees (average full-time equivalent)
12,367

 
12,274

 
11,914

 
11,875

 
11,946

 
421

 
4
 %
 
93

 
1
 %
Impacts of Significant Items:
 
Three Months Ended
 
September 30,
 
June 30,
 
September 30,
 
2015
 
2015
 
2014
Personnel costs
$
2,806

 
$
319

 
$
15,344

Outside data processing and other services
1,569

 
755

 
292

Net occupancy

 

 
5,202

Equipment

 

 
110

Professional services
273

 
374

 
6

Marketing

 
27

 
783

Other expense
38,377

 
26

 
1,086

Total noninterest expense adjustments
$
43,025

 
$
1,501

 
$
22,823

 
Adjusted Noninterest Expense (Non-GAAP):
 
Three Months Ended
 
3Q15 vs 3Q14
 
3Q15 vs 2Q15
 
September 30,
 
June 30,
 
September 30,
 
Change
 
Change
 
2015
 
2015
 
2014
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
283,464

 
$
281,816

 
$
260,065

 
$
23,399

 
9
 %
 
$
1,648

 
1
 %
Outside data processing and other services
56,966

 
57,753

 
52,781

 
4,185

 
8

 
(787
)
 
(1
)
Net occupancy
29,061

 
28,861

 
29,203

 
(142
)
 

 
200

 
1

Equipment
31,303

 
31,694

 
30,073

 
1,230

 
4

 
(391
)
 
(1
)
Professional services
11,688

 
12,219

 
13,757

 
(2,069
)
 
(15
)
 
(531
)
 
(4
)
Marketing
12,179

 
14,997

 
11,793

 
386

 
3

 
(2,818
)
 
(19
)
Deposit and other insurance expense
11,550

 
11,787

 
11,628

 
(78
)
 
(1
)
 
(237
)
 
(2
)
Amortization of intangibles
3,913

 
9,960

 
9,813

 
(5,900
)
 
(60
)
 
(6,047
)
 
(61
)
Other expense
43,359

 
41,189

 
38,382

 
4,977

 
13

 
2,170

 
5

Total adjusted noninterest expense
$
483,483

 
$
490,276

 
$
457,495

 
$
25,988

 
6
 %
 
$
(6,793
)
 
(1
)%

2015 Third Quarter versus 2014 Third Quarter

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Table of Contents

Reported noninterest expense increased $46.2 million, or 10%, from the year-ago quarter. Changes in reported noninterest expense primarily reflect:
$42.3 million, or 107%, increase in other expense, primarily reflecting the $38.2 million increase to litigation reserves as well as $5.5 million related to Huntington Technology Finance operating lease expense.
$10.9 million, or 4%, increase in personnel costs, reflecting a $24.2 million increase in salaries related to both annual merit increases and a 4% increase in the number of average full-time equivalent employees, partially offset by the $12.5 million change in Significant Items.
$5.5 million, or 10%, increase in outside data processing and other services expense, primarily related to technology investments.
Partially offset by
$5.9 million, or 60%, decrease in amortization of intangibles reflecting the full amortization of the core deposit intangible from the Sky Financial acquisition.
$5.3 million, or 16%, decrease in net occupancy costs, reflecting the Significant Item in the year ago quarter related to franchise repositioning actions.
2015 Third Quarter versus 2015 Second Quarter
Reported noninterest expense increased $34.7 million, or 7%, from the 2015 second quarter. Other expense increased $40.5 million, or 98%, from the prior quarter, primarily reflecting the $38.2 million addition to litigation reserves. Personnel costs increased $4.1 million, or 1%, as a result of a $7.4 million increase in salaries, including $2.5 million of merger and acquisition-related Significant Items, partially offset by a $3.2 million decrease in benefits expense. Amortization of intangibles decreased $6.0 million, or 61%, reflecting the full amortization of the core deposit intangible from the Sky Financial acquisition. Marketing expense decreased $2.8 million, or 19%, due to the timing of marketing campaigns.
 
Table 10 - Noninterest Expense—2015 First Nine Months vs. 2014 First Nine Months
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Personnel costs
$
833,321

 
$
785,486

 
$
47,835

 
6
 %
Outside data processing and other services
167,578

 
158,901

 
8,677

 
5

Net occupancy
88,942

 
96,511

 
(7,569
)
 
(8
)
Equipment
93,246

 
87,682

 
5,564

 
6

Professional services
37,281

 
43,890

 
(6,609
)
 
(15
)
Marketing
40,178

 
38,094

 
2,084

 
5

Deposit and other insurance expense
33,504

 
35,945

 
(2,441
)
 
(7
)
Amortization of intangibles
24,079

 
28,624

 
(4,545
)
 
(16
)
Other expense
159,013

 
123,942

 
35,071

 
28

Total noninterest expense
$
1,477,142

 
$
1,399,075

 
$
78,067

 
6
 %
Impacts of Significant Items: 
 
Nine Months Ended September 30,
 
2015
 
2014
Personnel costs
$
3,125

 
$
17,685

Outside data processing and other services
2,375

 
5,201

Net occupancy

 
7,003

Equipment

 
245

Professional services
3,934

 
2,228

Marketing
28

 
1,343

Other expense
38,415

 
11,496

Total noninterest expense adjustments
$
47,877

 
$
45,201

 

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Table of Contents

Adjusted Noninterest Expense (Non-GAAP):
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Personnel costs
$
830,196

 
$
767,801

 
$
62,395

 
8
 %
Outside data processing and other services
165,203

 
153,700

 
11,503

 
7

Net occupancy
88,942

 
89,508

 
(566
)
 
(1
)
Equipment
93,246

 
87,437

 
5,809

 
7

Professional services
33,347

 
41,662

 
(8,315
)
 
(20
)
Marketing
40,150

 
36,751

 
3,399

 
9

Deposit and other insurance expense
33,504

 
35,945

 
(2,441
)
 
(7
)
Amortization of intangibles
24,079

 
28,624

 
(4,545
)
 
(16
)
Other expense
120,598

 
112,446

 
8,152

 
7

Total noninterest expense adjustments
$
1,429,265

 
$
1,353,874

 
$
75,391

 
6
 %

Reported noninterest expense increased $78.1 million, or 6%. Excluding the impact of Significant Items, noninterest expense increased $75.4 million, or 6%. Changes in reported noninterest expense primarily reflect:
$47.8 million, or 6%, increase in personnel costs. Excluding the impact of significant items, personnel costs increased $62.4 million, or 8%, primarily related to a $56.3 million increase in salaries reflecting annual merit increases, a 3% increase in the number of average full-time equivalent employees, and a $6.6 million increase in benefits expense.
$35.1 million, or 28%, increase in other expense. Excluding the impact of significant items, other expense increased $8.2 million, or 7%, primarily reflecting an $11.3 million increase in Huntington Technology Finance operating lease expense.
$8.7 million, or 5%, increase in outside data processing and other services. Excluding the impact of significant items, outside data processing and other services increased $11.5 million, or 7%, primarily related to technology investments.
Partially offset by
$6.6 million, or 15%, decrease in professional services. Excluding the impact of significant items, professional services decreased $8.3 million, or 20%, as the year-ago period included $8.9 million of consulting expense related to strategic planning.
$7.6 million, or 8%, decrease in net occupancy costs. Excluding the impact of significant items, net occupancy costs decreased $566 thousand, or 1%.
Provision for Income Taxes
The provision for income taxes in the 2015 third quarter was $47.0 million. This compared with a provision for income taxes of $53.9 million in the 2014 third quarter and $64.1 million in the 2015 second quarter. The provision for income taxes for the nine-month periods ended September 30, 2015 and September 30, 2014 was $165.1 million and $163.4 million, respectively. All periods included the benefits from tax-exempt income, tax-advantaged investments, release of capital loss carryforward valuation allowance, general business credits, and investments in qualified affordable housing projects. At September 30, 2015 there is no capital loss carryforward valuation allowance remaining. The net federal deferred tax asset was $20.4 million and the net state deferred tax asset was $41.1 million at September 30, 2015.
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

24

Table of Contents

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, 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 2014 Form 10-K and subsequent filings with the SEC. The MD&A included in our 2014 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 2014 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 4 and Note 5 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 additional 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 treatment strategies for delinquent or stressed borrowers.
Loan and Lease Credit Exposure Mix
At September 30, 2015, loans and leases totaled $49.7 billion, an increase of $2.0 billion from December 31, 2014. There was continued growth in the C&I portfolio, primarily as a result of an increase in equipment leases of $0.8 billion related to the acquisition of Huntington Technology Finance. In addition, automobile increased by $0.5 billion as a result of strong originations. The CRE portfolio had modest growth over the period as the continued run-off of the non-core portfolio was more than offset by new production within the requirements associated with our internal concentration limits. At September 30, 2015, commercial loans and leases totaled $25.4 billion and represented 51% of our total loan and lease credit exposure. Our commercial portfolio is diversified along product type, customer size, and geography within our footprint, and is comprised of the following (see Commercial Credit discussion).
C&I—C&I loans and leases are made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or other projects. The majority of these borrowers are customers doing business within our geographic regions. C&I loans and leases are generally underwritten individually and secured with the assets of the company and/or the personal guarantee of the business owners. The financing of owner occupied facilities is considered a C&I loan even though there is improved real estate as collateral. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The operation, sale, rental, or refinancing of the real estate is not considered the primary repayment source for these types of loans. As we have expanded our C&I portfolio, we have developed a series of “vertical specialties” to ensure that new products or lending types are embedded within a structured, centralized Commercial Lending area with designated, experienced credit officers. These specialties are comprised of either targeted industries (for example, Healthcare, Food & Agribusiness, Energy, etc.) and/or lending disciplines (Equipment Finance, ABL, etc.), all of which requires a high degree of expertise and oversight to effectively mitigate and monitor risk. As such, we have dedicated colleagues and teams focused on bringing value added expertise to these specialty clients.

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CRE—CRE loans consist of loans to developers and REITs supporting income-producing or for-sale commercial real estate properties. We mitigate our risk on these loans by requiring collateral values that exceed the loan amount and underwriting the loan with projected cash flow in excess of the debt service requirement. These loans are made to finance properties such as apartment buildings, office and industrial buildings, and retail shopping centers, and are repaid through cash flows related to the operation, sale, or refinance of the property.
Construction CRE—Construction CRE loans are loans to developers, companies, or individuals used for the construction of a commercial or residential property for which repayment will be generated by the sale or permanent financing of the property. Our construction CRE portfolio primarily consists of retail, multi family, office, and warehouse project types. Generally, these loans are for construction projects that have been presold or preleased, or have secured permanent financing, as well as loans to real estate companies with significant equity invested in each project. These loans are underwritten and managed by a specialized real estate lending group that actively monitors the construction phase and manages the loan disbursements according to the predetermined construction schedule.
Total consumer loans and leases were $24.2 billion at September 30, 2015, and represented 49% of our total loan and lease credit exposure. The consumer portfolio is comprised primarily of automobile loans, home equity loans and lines-of-credit, and residential mortgages (see Consumer Credit discussion). The increase from December 31, 2014, primarily relates to growth in the automobile portfolio.
Automobile—Automobile loans are comprised primarily of loans made through automotive dealerships and include exposure in selected states outside of our primary banking markets. The exposure outside of our primary banking markets represents 21% of the total exposure, with no individual state representing more than 7%. Applications are underwritten using an automated underwriting system that applies consistent policies and processes across the portfolio.
Home equity—Home equity lending includes both home equity loans and lines-of-credit. This type of lending, which is secured by a first-lien or junior-lien on the borrower’s residence, allows customers to borrow against the equity in their home or refinance existing mortgage debt. Products include closed-end loans which are generally fixed-rate with principal and interest payments, and variable-rate, interest-only lines-of-credit which do not require payment of principal during the 10-year revolving period. The home equity line of credit may convert to a 20-year amortizing structure at the end of the revolving period. Applications are underwritten centrally in conjunction with an automated underwriting system. The home equity underwriting criteria is based on minimum credit scores, debt-to-income ratios, and LTV ratios, with current collateral valuations. The underwriting for the floating rate lines of credit also incorporates a stress analysis for a rising interest rate.
Residential mortgage—Residential mortgage loans represent loans to consumers for the purchase or refinance of a residence. These loans are generally financed over a 15-year to 30-year term, and in most cases, are extended to borrowers to finance their primary residence. Applications are underwritten centrally using consistent credit policies and processes. All residential mortgage loan decisions utilize a full appraisal for collateral valuation. Huntington has not originated or acquired residential mortgages that allow negative amortization or allow the borrower multiple payment options.
Other consumer—Other consumer loans primarily consists of consumer loans not secured by real estate, including personal unsecured loans, overdraft balances, and credit cards.
The table below provides the composition of our total loan and lease portfolio:
 

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Table 11 - Loan and Lease Portfolio Composition
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Ending Balances by Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
20,040

 
40
%
 
$
20,003

 
41
%
 
$
20,109

 
42
%
 
$
19,033

 
40
%
 
$
18,791

 
40
%
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
1,110

 
2

 
1,021

 
2

 
910

 
2

 
875

 
2

 
850

 
2

Commercial
4,294

 
9

 
4,192

 
9

 
4,157

 
9

 
4,322

 
9

 
4,141

 
9

Commercial real estate
5,404

 
11

 
5,213

 
11

 
5,067

 
11

 
5,197

 
11

 
4,991

 
11

Total commercial
25,444

 
51

 
25,216

 
52

 
25,176

 
53

 
24,230

 
51

 
23,782

 
51

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
9,160

 
19

 
8,549

 
18

 
7,803

 
16

 
8,690

 
18

 
8,322

 
18

Home equity
8,461

 
17

 
8,526

 
17

 
8,492

 
18

 
8,491

 
18

 
8,436

 
18

Residential mortgage
6,071

 
12

 
5,987

 
12

 
5,795

 
12

 
5,831

 
12

 
5,788

 
12

Other consumer
520

 
1

 
474

 
1

 
430

 
1

 
414

 
1

 
395

 
1

Total consumer
24,212

 
49

 
23,536

 
48

 
22,520

 
47

 
23,426

 
49

 
22,941

 
49

Total loans and leases
$
49,656

 
100
%
 
$
48,752

 
100
%
 
$
47,696

 
100
%
 
$
47,656

 
100
%
 
$
46,723

 
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 Risk Oversight Committee 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, 2014 are consistent with the portfolio growth metrics.

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Table 12 - Loan and Lease Portfolio by Collateral Type
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Secured loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial
$
8,470

 
17
%
 
$
8,479

 
17
%
 
$
8,463

 
 
18
%
 
$
8,631

 
18
%
 
$
8,628

 
18
%
Real estate—consumer
14,532

 
29

 
14,513

 
30

 
14,287

 
 
30

 
14,322

 
30

 
14,224

 
30

Vehicles
11,228

 
23

 
10,527

 
22

 
9,938

(1
)
 
21

 
10,932

 
23

 
10,268

 
22

Receivables/Inventory
6,010

 
12

 
6,064

 
12

 
6,090

 
 
13

 
5,968

 
13

 
6,023

 
13

Machinery/Equipment
4,950

 
10

 
4,779

 
10

 
4,708

(2
)
 
10

 
3,863

 
8

 
3,305

 
7

Securities/Deposits
1,054

 
2

 
1,095

 
2

 
956

 
 
2

 
964

 
2

 
1,232

 
3

Other
1,057

 
2

 
1,076

 
2

 
1,167

 
 
2

 
919

 
2

 
918

 
2

Total secured loans and leases
47,301

 
95

 
46,533

 
95

 
45,609

 
 
96

 
45,599

 
96

 
44,598

 
95

Unsecured loans and leases
2,355

 
5

 
2,219

 
5

 
2,087

 
 
4

 
2,057

 
4

 
2,125

 
5

Total loans and leases
$
49,656

 
100
%
 
$
48,752

 
100
%
 
$
47,696

 
 
100
%
 
$
47,656

 
100
%
 
$
46,723

 
100
%
 
(1)
Reflects the transfer of approximately $1.0 billion in automobile loans to loans held-for-sale.
(2)
Reflects the addition of approximately $0.8 billion in equipment leases related to the acquisition of Huntington Technology Finance.
Commercial Credit
Refer to the “Commercial Credit” section of our 2014 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 the 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 have begun to increase as the portfolio has increased in 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.
CRE PORTFOLIO
We manage the risks inherent in this portfolio specific to CRE lending, focusing on the quality of the developer and the specifics associated with each project. Generally, we: (1) limit our loans to 80% of the appraised value of the commercial real estate at origination, (2) require net operating cash flows to be 125% of required interest and principal payments, and (3) if the commercial real estate is nonowner occupied, require that at least 50% of the space of the project be preleased. We actively monitor both geographic and project-type concentrations and performance metrics of all CRE loan types, with a focus on loans identified as higher risk based on the risk rating methodology. Both macro-level and loan-level stress-test scenarios based on existing and forecast market conditions are part of the on-going portfolio management process for the CRE portfolio.
Dedicated real estate professionals originate and manage the portfolio. The portfolio is diversified by project type and loan size, and this diversification represents a significant portion of the credit risk management strategies employed for this portfolio. 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.
Appraisal values are obtained in conjunction with all originations and renewals, and on an as needed basis, in compliance with regulatory requirements and to ensure appropriate decisions regarding the on-going management of the portfolio reflect the changing market conditions. Appraisals are obtained from approved vendors and are reviewed by an internal appraisal review group comprised of certified appraisers to ensure the quality of the valuation used in the underwriting process. We

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continue to perform on-going portfolio level reviews within the CRE portfolio. These reviews generate action plans based on occupancy levels or sales volume associated with the projects being reviewed. This highly individualized process requires working closely with all of our borrowers, as well as an in-depth knowledge of CRE project lending and the market environment.
Consumer Credit
Refer to the “Consumer Credit” section of our 2014 Form 10-K for our consumer credit underwriting and on-going credit management processes.
AUTOMOBILE PORTFOLIO
Our strategy in the automobile portfolio continues to focus on high quality borrowers as measured by both FICO and internal custom scores, combined with appropriate LTVs, terms, and profitability. Our strategy and operational capabilities allow us to appropriately manage the origination quality across the entire portfolio, including our newer markets. Although increased origination volume and entering new markets can be associated with increased risk levels, we believe our disciplined strategy and operational processes significantly mitigate these risks.
We have continued to consistently execute our value proposition and take advantage of available market opportunities. Importantly, we have maintained our high credit quality standards while expanding the portfolio.
RESIDENTIAL REAL ESTATE SECURED PORTFOLIOS
The properties securing our residential mortgage and home equity portfolios are primarily located within our geographic footprint. Huntington continues to support our local markets with consistent underwriting across all residential secured products. The residential-secured portfolio originations continue to be of high quality, with the majority of the negative credit impact coming from loans originated in 2006 and earlier. Our portfolio management strategies associated with our Home Savers group allow us to focus on effectively helping our customers with appropriate solutions for their specific circumstances.

Table 13 - Selected Home Equity and Residential Mortgage Portfolio Data
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home Equity
 
Residential Mortgage
 
Secured by first-lien
 
Secured by junior-lien
 
 
 
September 30,
2015
 
December 31,
2014
 
September 30,
2015
 
December 31,
2014
 
September 30,
2015
 
December 31,
2014
Ending balance
$
5,157

 
$
5,129

 
$
3,304

 
$
3,362

 
$
6,071

 
$
5,831

Portfolio weighted average LTV ratio(1)
72
%
 
71
%
 
81
%
 
81
%
 
75
%
 
74
%
Portfolio weighted average FICO score(2)
760

 
759

 
755

 
752

 
751

 
752

 
Home Equity
 
Residential Mortgage (3)
 
Secured by first-lien
 
Secured by junior-lien
 
 
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Originations
$
1,301

 
$
1,139

 
$
697

 
$
654

 
$
1,127

 
$
906

Origination weighted average LTV ratio(1)
73
%
 
74
%
 
84
%
 
83
%
 
85
%
 
84
%
Origination weighted average FICO score(2)
779

 
756

 
767

 
746

 
754

 
754

 
(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.

Home Equity Portfolio
Within the home equity portfolio, the standard product is a 10-year interest-only draw period with a 20-year fully amortizing term at the end of the draw period. Prior to 2006, the standard product was a 10-year draw period with a balloon

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payment. In either case, after the 10-year draw period, the borrower must reapply, subject to full underwriting guidelines, to continue with the interest only revolving structure or begin repaying the debt in a term structure.
The principal and interest payment associated with the term structure will be higher than the interest-only payment, resulting in maturity risk. Our maturity risk can be segregated into two distinct segments: (1) home equity lines-of-credit underwritten with a balloon payment at maturity and (2) home equity lines-of-credit with an automatic conversion to a 20-year amortizing loan. We manage this risk based on both the actual maturity date of the line-of-credit structure and at the end of the 10-year draw period. This maturity risk is embedded in the portfolio which we address with proactive contact strategies beginning one year prior to maturity. In certain circumstances, our Home Saver group is able to provide payment and structure relief to borrowers experiencing significant financial hardship associated with the payment adjustment. Our existing home equity line-of-credit (HELOC) maturity strategy is consistent with ongoing regulatory guidance.
The table below summarizes our home equity line-of-credit portfolio by maturity date based on the balloon structure described above:
 
Table 14 - Maturity Schedule of Home Equity Line-of-Credit Portfolio
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
 
1 year or less
 
1 to 2 years
 
2 to 3 years
 
3 to 4 years
 
More than
4 years
 
Total
Secured by first-lien
$
7

 
$
1

 
$
2

 
$
1

 
$
3,163

 
$
3,174

Secured by junior-lien
119

 
115

 
22

 
14

 
2,696

 
2,966

Total home equity line-of-credit
$
126

 
$
116

 
$
24

 
$
15

 
$
5,859

 
$
6,140

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
Total home equity line-of-credit
$
229

 
$
123

 
$
105

 
$
19

 
$
5,391

 
$
5,867

The reduction in maturities presented in over 1-year up to 4-year categories is a result of our change to a product with a 20-year amortization period after 10-year draw period structure. Home equity lines-of-credit with balloon payment risk are essentially eliminated after 2015. The amounts maturing in more than four years primarily consist of exposure with a 20-year amortization period after the 10-year draw period.
Residential Mortgages Portfolio
Huntington underwrites all applications centrally, with a focus on higher quality borrowers. We do not originate residential mortgages that allow negative amortization or allow the borrower multiple payment options and have incorporated regulatory requirements and guidance into our underwriting process. Residential mortgages are originated based on a completed full appraisal during the credit underwriting process. We update values in compliance with applicable regulations to facilitate our portfolio management, as well as our workout and loss mitigation functions.
Several government programs continued to impact the residential mortgage portfolio, including various refinance programs such as HARP and HAMP, which positively affected the availability of credit for the industry. During the nine-month period ended September 30, 2015, we closed $164.1 million in HARP residential mortgages and $2.9 million in HAMP residential mortgages. The HARP and HAMP residential mortgage loans are part of our residential mortgage portfolio or serviced for others.
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 (see Operational Risk discussion).

Credit Quality
(This section should be read in conjunction with Note 3 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.

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Credit quality performance in the 2015 third quarter continued to reflect overall positive results. Net charge-offs were substantially lower as a result of several large recoveries. NPA’s decreased 4% from the prior quarter to $381.4 million. Net charge-offs decreased by $9.2 million or 36% from the prior quarter. As a result of the overall continued credit quality improvement, the ACL to total loans ratio declined by 2 basis points to 1.32%.
NPAs, NALs, AND TDRs
(This section should be read in conjunction with Note 3 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 $185.4 million of CRE and C&I-related NALs at September 30, 2015, $112.5 million, or 61%, 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 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:
 

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Table 15 - Nonaccrual Loans and Leases and Nonperforming Assets
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Nonaccrual loans and leases (NALs): (1)
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
157,902

 
$
149,713

 
$
133,363

 
$
71,974

 
$
90,265

Commercial real estate
27,516

 
43,888

 
49,263

 
48,523

 
59,812

Automobile
5,551

 
4,190

 
4,448

 
4,623

 
4,834

Residential mortgage
98,908

 
91,198

 
98,093

 
96,564

 
98,139

Home equity
66,446

 
75,282

 
79,169

 
78,515

 
72,715

Other consumer
154

 
68

 
77

 
45

 

Total nonaccrual loans and leases
356,477

 
364,339

 
364,413

 
300,244

 
325,765

Other real estate, net:
 
 
 
 
 
 
 
 
 
Residential
21,637

 
25,660

 
30,544

 
29,291

 
30,661

Commercial
3,273

 
3,572

 
3,407

 
5,748

 
5,609

Total other real estate, net
24,910

 
29,232

 
33,951

 
35,039

 
36,270

Other NPAs (2)

 
2,440

 
2,440

 
2,440

 
2,440

Total nonperforming assets
$
381,387

 
$
396,011

 
$
400,804

 
$
337,723

 
$
364,475

Nonaccrual loans and leases as a % of total loans and leases
0.72
%
 
0.75
%
 
0.76
%
 
0.63
%
 
0.70
%
NPA ratio (3)
0.77

 
0.81

 
0.84

 
0.71

 
0.78

(NPA+90days)/(Loan+OREO) (4)
0.98

 
1.03

 
1.08

 
0.98

 
1.08

 
(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.
2015 Third Quarter versus 2015 Second Quarter
Total NPAs decreased by $14.6 million, or 4% compared with June 30, 2015.
$16.4 million, or 37%, decline in CRE NALs, reflecting improved delinquency trends and successful workout strategies implemented by our commercial loan workout group.
$8.8 million, or 12%, decline in home equity NALs, primarily reflecting the impact of moving certain home equity TDRs from loans to loans held for sale.
$4.3 million, or 15%, decline in OREO, specifically associated with the sale of residential properties.
Primarily offset by:
$8.2 million, or 5%, increase in C&I NALs, primarily reflecting the addition of C&I relationships to nonaccrual status. Given the absolute low level of problem credits in the portfolio, some volatility should be expected.
$7.7 million, or 8%, increase in residential mortgage NALs, reflecting a return to prior period levels.
2015 Third Quarter versus 2014 Fourth Quarter.
The $43.7 million, or 13%, increase in NPAs compared with December 31, 2014, represents:
$85.9 million or 119%, increase in C&I NALs, primarily reflecting the addition of larger individual commercial credits with no specific industry or structure. Given the absolute low level of problem credits in the portfolio, some volatility should be expected.
Primarily offset by:
$21.0 million or 43% decline in CRE NALs, reflecting improved delinquency trends and successful workout strategies implemented by our commercial loan workout group.

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$12.1 million or 15% decline in home equity NALs, reflecting improved delinquency trends and moving $98.6 million of home equity TDRs from loans to loans held for sale.
$10.1 million or 29% decline in OREO, specifically associated with the sale of residential properties.
TDR Loans
(This section should be read in conjunction with Note 3 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 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. TDRs primarily reflect our loss mitigation efforts to proactively work with borrowers in financial difficulty or regulatory regulations regarding the treatment of certain bankruptcy filing situations.
The table below presents our accruing and nonaccruing TDRs at period-end for each of the past five quarters:
 
Table 16 - Accruing and Nonaccruing Troubled Debt Restructured Loans
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Troubled debt restructured loans—accruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
241,327

 
$
233,346

 
$
162,207

 
$
116,331

 
$
89,783

Commercial real estate
103,767

 
158,056

 
161,515

 
177,156

 
186,542

Automobile
24,537

 
24,774

 
25,876

 
26,060

 
31,480

Home equity
192,356
 (1)
 
279,864

 
265,207

 
252,084

 
229,500

Residential mortgage
277,154

 
266,986

 
268,441

 
265,084

 
271,762

Other consumer
4,569

 
4,722

 
4,879

 
4,018

 
3,313

Total troubled debt restructured loans—accruing
843,710

 
967,748

 
888,125

 
840,733

 
812,380

Troubled debt restructured loans—nonaccruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
54,933

 
46,303

 
21,246

 
20,580

 
19,110

Commercial real estate
12,806

 
19,490

 
28,676

 
24,964

 
28,618

Automobile
5,400

 
4,030

 
4,283

 
4,552

 
4,817

Home equity
19,188
 (2)
 
26,568

 
26,379

 
27,224

 
25,149

Residential mortgage
68,577

 
65,415

 
69,799

 
69,305

 
72,729

Other consumer
152

 
160

 
165

 
70

 
74

Total troubled debt restructured loans—nonaccruing
161,056

 
161,966

 
150,548

 
146,695

 
150,497

Total troubled debt restructured loans
$
1,004,766

 
$
1,129,714

 
$
1,038,673

 
$
987,428

 
$
962,877


(1)
Excludes approximately $87.9 million in accruing home equity TDRs transferred from loans to loans held for sale.
(2)
Excludes approximately $8.9 million in nonaccruing home equity TDRs transferred from loans to loans held for sale.
Our strategy is to structure TDRs in a manner that avoids new concessions subsequent to the initial TDR terms. However, there are times when subsequent modifications are required, such as when the modified loan matures. Often the loans are performing in accordance with the TDR terms, and a new note is originated with similar modified terms. These loans are subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing. If the loan is not performing in accordance with the existing TDR terms, typically an individualized approach to repayment is established. In accordance with ASC 310-20-35, 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. A continuation of the prior note requires the continuation of the TDR designation, and because the refinanced note constitutes a new or amended debt instrument, it is included in our TDR activity table (below) as a new TDR and a restructured TDR removal during the period. The types of concessions granted are consistent with those granted on new TDRs and include interest rate reductions,

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amortization or maturity date changes beyond what the collateral supports, and principal forgiveness based on the borrower’s specific needs at a point in time. Our policy does not limit the number of times a loan may be modified. A loan may be modified multiple times if it is considered to be in the best interest of both the borrower and Huntington.
Commercial loans are not automatically considered to be accruing TDRs upon the granting of a new concession. If the loan is in accruing status and no loss is expected based on the modified terms, the modified TDR remains in accruing status. For loans that are on nonaccrual status before the modification, collection of both principal and interest must not be in doubt, and the borrower must be able to exhibit sufficient cash flows for at least a six-month period of time to service the debt in order to return to accruing status. This six-month period could extend before or after the restructure date.
Any granted change in terms or conditions that are not readily available in the market for that borrower requires the designation as a TDR. There are no provisions for the removal of the TDR designation based on payment activity for consumer loans. A loan may be returned to accrual status when all contractually due interest and principal has been paid and the borrower demonstrates the financial capacity to continue to pay as agreed, with the risk of loss diminished. During the 2015 third quarter, Huntington transferred $96.8 million of home equity TDRs from loans to loans held for sale in anticipation of a sale.
The following table reflects TDR activity for each of the past five quarters:

Table 17 - Troubled Debt Restructured Loan Activity
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
TDRs, beginning of period
$
1,129,714

 
$
1,038,673

 
$
987,428

 
$
962,877

 
$
988,737

New TDRs
231,991

 
259,911

 
209,376

 
137,397

 
126,238

Payments
(117,822
)
 
(64,468
)
 
(35,272
)
 
(51,908
)
 
(78,717
)
Charge-offs
(15,549
)
 
(12,307
)
 
(8,364
)
 
(8,611
)
 
(10,631
)
Sales
(3,332
)
 
(4,508
)
 
(5,148
)
 
(3,303
)
 
(1,951
)
Transfer to held-for-sale
(96,786
)
 

 

 

 

Transfer to OREO
(2,278
)
 
(3,383
)
 
(2,369
)
 
(2,978
)
 
(3,554
)
Restructured TDRs—accruing (1)
(96,336
)
 
(61,570
)
 
(85,700
)
 
(26,350
)
 
(47,277
)
Restructured TDRs—nonaccruing (1)
(17,398
)
 
(20,456
)
 
(20,849
)
 
(16,309
)
 
(2,212
)
Other
(7,438
)
 
(2,178
)
 
(429
)
 
(3,387
)
 
(7,756
)
TDRs, end of period
$
1,004,766

 
$
1,129,714

 
$
1,038,673

 
$
987,428

 
$
962,877

 
(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.
ACL
(This section should be read in conjunction with Note 3 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 transaction reserve process to the unfunded portion of the loan exposures adjusted by an applicable funding expectation.
During the 2015 first quarter, we reviewed our existing commercial and consumer credit models and enhanced certain processes and methods of ACL estimation. During this review, we analyzed the loss emergence periods used for consumer receivables collectively evaluated for impairment and, as a result, extended our loss emergence periods for products within these portfolios. As part of these enhancements to our credit reserve process, we evaluated the methods used to separately estimate economic risks inherent in our portfolios and decided to no longer utilize these separate estimation techniques.

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Economic risks are now incorporated in our loss estimates elsewhere in our reserve calculation. The enhancements made to our credit reserve processes during the 2015 first quarter allow for increased segmentation and analysis of the estimated incurred losses within our loan portfolios. The net ACL impact of these enhancements was immaterial.
During the 2015 third quarter, we reviewed our existing commercial and consumer credit models and completed a periodic reassessment of certain ACL assumptions.  Specifically, we updated our analysis of the loss emergence periods used for commercial receivables collectively evaluated for impairment.  Based on our observed portfolio experience, we extended our loss emergence periods for the C&I portfolio and CRE portfolios.  We also updated loss factors in our consumer home equity and residential mortgage portfolios based on more recently observed portfolio experience.  The net ACL impact of these enhancements was immaterial.
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 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 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 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.
Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance. While the total ACL balance has declined in recent quarters, all of the relevant benchmarks remain strong.
The table below reflects the allocation of our ACL among our various loan categories during each of the past five quarters:
 

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Table 18 - Allocation of Allowance for Credit Losses (1)
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
284,329

 
40
%
 
$
285,041

 
41
%
 
$
284,573

 
42
%
 
$
286,995

 
40
%
 
$
291,401

 
40
%
Commercial real estate
109,967

 
11

 
92,060

 
11

 
100,752

 
11

 
102,839

 
11

 
115,472

 
11

Total commercial
394,296

 
51

 
377,101

 
52

 
385,325

 
53

 
389,834

 
51

 
406,873

 
51

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
43,949

 
19

 
39,102

 
18

 
37,125

 
16

 
33,466

 
18

 
30,732

 
18

Home equity
86,838

 
17

 
111,178

 
17

 
110,280

 
18

 
96,413

 
18

 
100,375

 
18

Residential mortgage
42,794

 
12

 
51,679

 
12

 
55,380

 
12

 
47,211

 
12

 
52,658

 
12

Other consumer
24,061

 
1

 
20,482

 
1

 
17,016

 
1

 
38,272

 
1

 
40,398

 
1

Total consumer
197,642

 
49

 
222,441

 
48

 
219,801

 
47

 
215,362

 
49

 
224,163

 
49

Total allowance for loan and lease losses
591,938

 
100
%
 
599,542

 
100
%
 
605,126

 
100
%
 
605,196

 
100
%
 
631,036

 
100
%
Allowance for unfunded loan commitments
64,223

 
 
 
55,371

 
 
 
54,742

 
 
 
60,806

 
 
 
55,449

 
 
Total allowance for credit losses
$
656,161

 
 
 
$
654,913

 
 
 
$
659,868

 
 
 
$
666,002

 
 
 
$
686,485

 
 
Total allowance for loan and leases losses as % of:
Total loans and leases
 
 
1.19
%
 
 
 
1.23
%
 
 
 
1.27
%
 
 
 
1.27
%
 
 
 
1.35
%
Nonaccrual loans and leases
 
 
1.66

 
 
 
1.65

 
 
 
1.66

 
 
 
2.02

 
 
 
1.94

Nonperforming assets
 
 
1.55

 
 
 
1.51

 
 
 
1.51

 
 
 
1.79

 
 
 
1.73

Total allowance for credit losses as % of:
Total loans and leases
 
 
1.32
%
 
 
 
1.34
%
 
 
 
1.38
%
 
 
 
1.40
%
 
 
 
1.47
%
Nonaccrual loans and leases
 
 
1.84

 
 
 
1.80

 
 
 
1.81

 
 
 
2.22

 
 
 
2.11

Nonperforming assets
 
 
1.72

 
 
 
1.65

 
 
 
1.65

 
 
 
1.97

 
 
 
1.88

 
(1)
Percentages represent the percentage of each loan and lease category to total loans and leases.
2015 Third Quarter versus 2014 Fourth Quarter
The $9.8 million, or 1%, decline in the ACL compared with December 31, 2014, was driven by:
$14.2 million, or 37%, decline in the ALLL of the other consumer portfolio. The decline was primarily driven by our assessment of consumer overdraft reserve factors, and the impact of no longer utilizing separate qualitative methods to estimate economic risks inherent in our portfolios.
$9.6 million, or 10%, decline in the ALLL of the home equity portfolio. Continued improvement in the residential real estate market led to improved expected loss factors in the portfolio, along with no longer utilizing separate qualitative methods to estimate economic risks inherent in the portfolio. These reductions were partially offset by the extension of loss emergence periods utilized in the reserve factors for the portfolio.

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$4.4 million, or 9%, decline in the ALLL of the residential mortgage portfolio. Continued improvement in the residential real estate market led to improved expected loss factors in the portfolio, along with no longer utilizing separate qualitative methods to estimate economic risks inherent in the portfolio. These reductions were partially offset by the extension of loss emergence periods utilized in the reserve factors for the portfolio.
$2.7 million, or 1%, decline in the ALLL of the C&I portfolio. The decline was primarily driven by the decision to no longer utilize separate qualitative methods to estimate economic risks inherent in our portfolio, as well as improved performance on the Pass Graded portfolio over the past year. However, the impacts were largely offset by increases to our reserve factors for high dollar value C&I credits, along with extended loss emergence periods utilized in establishing the portfolio’s reserve factors.
Partially offset by:
$10.5 million, or 31%, increase in the ALLL of the automobile portfolio. The increase was driven by growth in loan balances, along with the extension of loss emergence periods embedded within the portfolio’s reserve factors. It was partially offset by the impact of no longer utilizing separate qualitative methods to estimate economic risks inherent in our portfolio.
$7.1 million, or 7%, increase in the ALLL of the CRE portfolio. The increase was driven by the extension of loss emergence periods utilized in the reserve factors, along with increases to our reserve factors of high dollar value CRE credits. However, the increases in allowances were largely offset by management’s decision to no longer utilize separate qualitative methods to estimate economic risks inherent in our portfolio.
$3.4 million, or 6%, increase in the AULC driven primarily by an 6% increase in criticized unfunded exposures within the Commercial portfolios.
The ACL to total loans ratio declined to 1.32% at September 30, 2015, compared to 1.40% at December 31, 2014. Management believes the decline in the ratio is appropriate given the continued improvement in the risk profile of our loan portfolio. Further, the continued focus on early identification of loans with changes in credit metrics and proactive action plans for these loans, originating high quality new loans, and SAD resolutions is expected to contribute to maintaining our strong key credit quality metrics.
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 charged-off or written down to net realizable value 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.

The following table reflects NCO detail for each of the last five quarters:

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Table 19 - Quarterly Net Charge-off Analysis
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Net charge-offs (recoveries) by loan and lease type (1):
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
9,858

 
$
4,411

 
$
11,403

 
$
333

 
$
12,587

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
(309
)
 
164

 
(383
)
 
(1,747
)
 
2,171

Commercial
(13,512
)
 
5,361

 
(3,629
)
 
1,565

 
(8,178
)
Commercial real estate
(13,821
)
 
5,525

 
(4,012
)
 
(182
)
 
(6,007
)
Total commercial
(3,963
)
 
9,936

 
7,391

 
151

 
6,580

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
4,908

 
3,442

 
4,248

 
6,024

 
3,976

Home equity
5,869

 
4,650

 
4,625

 
6,321

 
6,448

Residential mortgage
2,010

 
2,142

 
2,816

 
3,059

 
5,428

Other consumer
7,339

 
5,205

 
5,352

 
7,420

 
7,591

Total consumer
20,126

 
15,439

 
17,041

 
22,824

 
23,443

Total net charge-offs
$
16,163

 
$
25,375

 
$
24,432

 
$
22,975

 
$
30,023

Net charge-offs (recoveries)—annualized percentages:
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
0.20
 %
 
0.09
%
 
0.24
 %
 
0.01
 %
 
0.27
 %
Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
(0.11
)
 
0.07

 
(0.17
)
 
(0.85
)
 
1.12

Commercial
(1.29
)
 
0.51

 
(0.34
)
 
0.15

 
(0.78
)
Commercial real estate
(1.04
)
 
0.43

 
(0.31
)
 
(0.01
)
 
(0.48
)
Total commercial
(0.06
)
 
0.16

 
0.12

 

 
0.11

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
0.22

 
0.17

 
0.19

 
0.28

 
0.20

Home equity
0.28

 
0.22

 
0.22

 
0.30

 
0.31

Residential mortgage
0.13

 
0.15

 
0.19

 
0.21

 
0.38

Other consumer
5.91

 
4.61

 
5.03

 
7.20

 
7.61

Total consumer
0.34

 
0.27

 
0.29

 
0.39

 
0.42

Net charge-offs as a % of average loans
0.13
 %
 
0.21
%
 
0.20
 %
 
0.20
 %
 
0.26
 %
(1) Amounts presented above exclude write-downs of $5.1 million in home equity loans for the three months ended September 30, 2015 and $2.3 million in automobile loans for the three months ended March 31, 2015 arising from transfers to loans held for sale.
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

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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 residential 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 the home equity portfolio, some defaults represent full charge-offs, as there is no remaining equity, creating a lower delinquency rate but a higher NCO impact.
2015 Third Quarter versus 2015 Second Quarter
NCOs were an annualized 0.13% of average loans and leases in the current quarter, a decline from 0.21% in the 2015 second quarter, and still below our long-term expectation of 0.35% - 0.55%. Commercial charge-offs decreased in the quarter, partially offset by an increase in the other consumer, automobile and home equity portfolios. 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.

The table below reflects NCO detail for the nine-month periods ended September 30, 2015 and 2014:
 
Table 20 - Year to Date Net Charge-off Analysis
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2015
 
2014
Net charge-offs (recoveries) by loan and lease type (1):
 
 
 
Commercial:
 
 
 
Commercial and industrial
$
25,672

 
$
31,790

Commercial real estate:
 
 
 
Construction
(528
)
 
2,918

Commercial
(11,780
)
 
(12,103
)
Commercial real estate
(12,308
)
 
(9,185
)
Total commercial
13,364

 
22,605

Consumer:
 
 
 
Automobile
12,598

 
11,544

Home equity
15,144

 
30,626

Residential mortgage
6,968

 
16,693

Other consumer
17,896

 
20,184

Total consumer
52,606

 
79,047

Total net charge-offs
$
65,970

 
$
101,652

Net charge-offs (recoveries) - annualized percentages:
 
 
 
Commercial:
 
 
 
Commercial and industrial
0.17
 %
 
0.23
 %
Commercial real estate:
 
 
 
Construction
(0.07
)
 
0.56

Commercial
(0.37
)
 
(0.38
)
Commercial real estate
(0.31
)
 
(0.25
)
Total commercial
0.07

 
0.13

Consumer:
 
 
 
Automobile
0.20

 
0.21

Home equity
0.24

 
0.49

Residential mortgage
0.16

 
0.40

Other consumer
5.21

 
6.91

Total consumer
0.30

 
0.48

Net charge-offs as a % of average loans
0.18
 %
 
0.30
 %

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Table of Contents

(1) Amounts presented above exclude write-downs arising from transfers to loans held for sale.
2015 First Nine Months versus 2014 First Nine Months
NCOs decreased $35.7 million in the first nine-month period of 2015 to $66.0 million primarily as a result of continued credit quality improvement in the home equity and residential mortgage portfolios. 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.
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 in 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.
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 21 - Net Interest Income at Risk
 
 
 
 
 
 
 
Net Interest Income at Risk (%)
Basis point change scenario
-25

 
+100

 
+200

Board policy limits
 %
 
-2.0
 %
 
-4.0
 %
September 30, 2015
-0.2
 %
 
0.4
 %
 
0.2
 %
December 31, 2014
-0.2
 %
 
0.5
 %
 
0.2
 %
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 September 30, 2015, shows that Huntington’s earnings are not particularly sensitive to these types of changes in interest rates over the next year. In the recent period, while the amount of fixed rate assets, primarily auto loans and securities, increased, NII at Risk was not meaningfully impacted.
As of September 30, 2015, Huntington had $9.0 billion of notional value in receive fixed-generic asset conversion swaps used for asset and liability management purposes. These derivative instruments mature from 2015 through 2018, in the amount of $0.8 billion, $3.5 billion, $4.6 billion, and $0.1 billion, in each year, respectively. 

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Table 22 - Economic Value of Equity at Risk
 
 
 
 
 
 
 
Economic Value of Equity at Risk (%)
Basis point change scenario
-25

 
+100

 
+200

Board policy limits
 %
 
-5.0
 %
 
-12.0
 %
September 30, 2015
-0.6
 %
 
-0.6
 %
 
-2.5
 %
December 31, 2014
-0.6
 %
 
0.4
 %
 
-1.5
 %
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 September 30, 2015 shows that as interest rates increase (decrease) immediately, the economic value of equity position will decrease (increase). When interest rates rise, fixed rate assets generally lose economic value; the longer the duration, the greater the value lost. The opposite is true when interest rates fall. When interest rates rise, fixed rate liabilities generally increase economic value; the longer the duration, the greater the value gained. The opposite is true when interest rates fall. The EVE at risk reported as of September 30, 2015 for the +200 basis points scenario shows a more liability sensitive position compared with December 31, 2014. The primary factors contributing to this change were the growth of longer duration HQLA in preparation for LCR compliance and an increase in Automobile loans, offset somewhat by the growth of both Consumer and Commercial deposit balances.

MSRs
(This section should be read in conjunction with Note 6 of Notes to Unaudited Condensed Consolidated Financial Statements.)
At September 30, 2015, we had a total of $153.5 million of capitalized MSRs representing the right to service $15.9 billion in mortgage loans. Of this $153.5 million, $18.1 million was recorded using the fair value method and $135.4 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 accrued income and other assets 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 by the insurance subsidiaries.

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. Please see the Liquidity Risk section in Item 1A of our 2014 Form 10-K for more details. In addition, the mix and maturity structure of Huntington’s balance sheet, the amount of on-hand cash, unencumbered securities, and the availability

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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 unanticipated stressed circumstances. The ALCO was 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 4 and Note 5 of the Notes to Unaudited Condensed Consolidated Financial Statements. Particularly regarding the mortgage-backed securities and asset-backed securities, 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 23 - Expected Life of Investment Securities
 
 
 
 
 
 
 
 
 
September 30, 2015
 
Available-for-Sale & Other
Securities
 
Held-to-Maturity
Securities
(dollar amounts in thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
1 year or less
$
599,900

 
$
592,247

 
$

 
$

After 1 year through 5 years
4,222,930

 
4,291,202

 
991,645

 
997,415

After 5 years through 10 years (1)
5,253,020

 
5,291,526

 
2,166,043

 
2,194,492

After 10 years
561,386

 
574,973

 

 

Other securities
344,327

 
344,920

 

 

Total
$
10,981,563

 
$
11,094,868

 
$
3,157,688

 
$
3,191,907


(1)
The average duration of the securities with an average life of 5 years to 10 years is 5.15 years.

Bank Liquidity and Sources of Funding
Our primary sources of funding for the Bank are retail and commercial core deposits. At September 30, 2015, these core deposits funded 72% of total assets (102% 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 $20.9 million and $18.7 million at September 30, 2015 and December 31, 2014, respectively.
The following tables reflect deposit composition and short-term borrowings detail for each of the last five quarters:
Table 24 - Deposit Composition
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2015
 
2015
 
2015
 
2014
 
2014
By Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
16,935

 
31
%
 
$
17,011

 
32
%
 
$
15,960

 
30
%
 
$
15,393

 
30
%
 
$
14,754

 
29
%
Demand deposits—interest-bearing
6,574

 
12

 
6,627

 
12

 
6,537

 
13

 
6,248

 
12

 
6,052

 
12

Money market deposits
19,494

 
36

 
18,580

 
35

 
18,933

 
36

 
18,986

 
37

 
18,174

 
36


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Savings and other domestic deposits
5,189

 
10

 
5,240

 
10

 
5,288

 
10

 
5,048

 
10

 
5,038

 
10

Core certificates of deposit
2,483

 
5

 
2,580

 
5

 
2,709

 
5

 
2,936

 
5

 
3,150

 
6

Total core deposits:
50,675

 
94

 
50,038

 
94

 
49,427

 
94

 
48,611

 
94

 
47,168

 
93

Other domestic deposits of $250,000 or more
263

 

 
178

 

 
189

 

 
198

 

 
202

 

Brokered deposits and negotiable CDs
2,904

 
5

 
2,705

 
5

 
2,682

 
5

 
2,522

 
5

 
2,357

 
5

Deposits in foreign offices
403

 
1

 
552

 
1

 
535

 
1

 
401

 
1

 
402

 
1

Total deposits
$
54,245

 
100
%
 
$
53,473

 
100
%
 
$
52,833

 
100
%
 
$
51,732

 
100
%
 
$
50,129

 
100
%
Total core deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
24,886

 
49
%
 
$
24,103

 
48
%
 
$
23,061

 
47
%
 
$
22,725

 
47
%
 
$
21,753

 
46
%
Consumer
25,789

 
51

 
25,935

 
52

 
26,366

 
53

 
25,886

 
53

 
25,415

 
54

Total core deposits
$
50,675

 
100
%
 
$
50,038

 
100
%
 
$
49,427

 
100
%
 
$
48,611

 
100
%
 
$
47,168

 
100
%
 
Table 25 - Federal Funds Purchased and Repurchase Agreements
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2015
 
2015
 
2015
 
2014
 
2014
Balance at period-end
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
1,051

 
$
1,101

 
$
1,112

 
$
1,058

 
$
1,491

Federal Home Loan Bank advances
400

 
375

 
875

 
1,325

 
1,650

Other short-term borrowings
3

 
35

 
20

 
14

 
40

Weighted average interest rate at period-end
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
0.05
%
 
0.05
%
 
0.06
%
 
0.08
%
 
0.05
%
Federal Home Loan Bank advances
0.19

 
0.15

 
0.15

 
0.15

 
0.22

Other short-term borrowings
0.19

 
0.17

 
0.15

 
1.11

 
1.06

Maximum amount outstanding at month-end during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
1,051

 
$
1,101

 
$
1,120

 
$
1,176

 
$
1,491

Federal Home Loan Bank advances
400

 
1,850

 
1,450

 
1,325

 
1,975

Other short-term borrowings
3

 
35

 
43

 
26

 
40

Average amount outstanding during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
685

 
$
898

 
$
1,057

 
$
1,089

 
$
1,072

Federal Home Loan Bank advances
136

 
1,236

 
796

 
1,569

 
2,101

Other short-term borrowings
23

 
19

 
29

 
25

 
20

Weighted average interest rate during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
0.05
%
 
0.07
%
 
0.07
%
 
0.08
%
 
0.07
%
Federal Home Loan Bank advances
0.16

 
0.16

 
0.15

 
0.17

 
0.29

Other short-term borrowings
0.78

 
1.94

 
0.75

 
1.37

 
2.22

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

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and securities pledged to the Federal Reserve Discount Window and the FHLB are $17.2 billion and $18.0 billion at September 30, 2015 and December 31, 2014, respectively.
For further information related to debt issuances please see Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements.
At September 30, 2015, total wholesale funding was $11.1 billion, an increase from $9.9 billion at December 31, 2014. The increase from prior year-end primarily relates to an increase in other long-term debt, partially offset by a decrease in FHLB advances and short-term borrowings.
Liquidity Coverage Ratio
On October 24, 2013, the U.S. banking regulators jointly issued a proposal that would implement a quantitative liquidity requirement consistent with the Liquidity Coverage Ratio (LCR) standard established by the Basel Committee on Banking Supervision. The LCR is designed to promote the short-term resilience of the liquidity risk profile of banks to which it applies.
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 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 begins 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 September 30, 2015, 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 and equity securities.
At September 30, 2015 and December 31, 2014, the parent company had $0.9 billion and $0.7 billion, respectively, in cash and cash equivalents.
On October 21, 2015, the board of directors declared a quarterly common stock cash dividend of $0.07 per common share. The dividend is payable on January 4, 2016, to shareholders of record on December 21, 2015. Based on the current quarterly dividend of $0.07 per common share, cash demands required for common stock dividends are estimated to be approximately $55.8 million per quarter. On October 21, 2015, the board of directors declared a quarterly Series A and Series B Preferred Stock dividend payable on January 15, 2016 to shareholders of record on January 1, 2016. Based on the current dividend, cash demands required for Series A Preferred Stock are estimated to be approximately $7.7 million per quarter. Cash demands required for Series B Preferred Stock are expected to be approximately $0.3 million per quarter.
During the third quarter, the Bank paid dividends of $187.0 million to the holding company. The Bank declared a dividend to the holding company of $154.0 million in the fourth quarter of 2015. To help meet any additional liquidity needs, we have an open-ended, automatic shelf registration statement filed and effective with the SEC, which permits the parent company to issue an unspecified amount of debt or equity securities.
With the exception of the items discussed above, the parent company does not have any significant cash demands. It is our policy to keep operating cash on hand at the parent company to satisfy expected cash demands for at least the next 18 months. Considering the factors discussed above, and other analyses that we have performed, 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.

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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 17 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 15 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 17 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 17 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 plan and execute on its own goals. To this end we employ a set of defense in-depth 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.

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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.
Representation and Warranty Reserve
We primarily conduct our mortgage loan sale and securitization activity with FNMA and FHLMC. In connection with these and other securitization transactions, we make certain representations and warranties that the loans meet certain criteria, such as collateral type and underwriting standards. We may be required to repurchase individual loans and / or indemnify these organizations against losses due to a loan not meeting the established criteria. We have a reserve for such losses and exposure, which is included in accrued expenses and other liabilities. The reserves are estimated based on historical and expected repurchase activity, average loss rates, and current economic trends. The level of mortgage loan repurchase losses depends upon economic factors, investor demand strategies and other external conditions containing a level of uncertainty and risk that may change over the life of the underlying loans. We currently do not have sufficient information to estimate the range of reasonably possible loss related to representation and warranty exposure.
The tables below reflect activity in the representations and warranties reserve:
 
Table 26 - Summary of Reserve for Representations and Warranties on Mortgage Loans Serviced for Others
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
(dollar amounts in thousands)
2015
 
2015
 
2015
 
2014
 
2014
Reserve for representations and warranties, beginning of period
$
10,599

 
$
11,520

 
$
12,677

 
$
13,816

 
$
15,249

Reserve charges
(551
)
 
(536
)
 
(1,359
)
 
(518
)
 
(499
)
Provision for representations and warranties
(311
)
 
(385
)
 
202

 
(621
)
 
(934
)
Reserve for representations and warranties, end of period
$
9,737

 
$
10,599

 
$
11,520

 
$
12,677

 
$
13,816

 
Table 27 - Mortgage Loan Repurchase Statistics
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
(dollar amounts in thousands)
2015
 
2015
 
2015
 
2014
 
2014
Number of loans sold
6,735

 
6,802

 
4,421

 
4,544

 
4,880

Amount of loans sold (UPB)
$
975,150

 
$
1,022,202

 
$
651,161

 
$
633,837

 
$
660,133

Number of loans repurchased (1)
20

 
23

 
32

 
19

 
18

Amount of loans repurchased (UPB) (1)
$
2,764

 
$
2,754

 
$
3,883

 
$
1,935

 
$
2,224

Number of claims received
17

 
64

 
60

 
33

 
38

Successful dispute rate (2)
37
%
 
59
%
 
6
%
 
30
%
 
25
%
Number of make whole payments (3)
3

 
4

 
11

 
7

 
4

Amount of make whole payments (3)
$
212

 
$
221

 
$
625

 
$
197

 
$
119

 
(1)
Loans repurchased are loans that fail to meet the purchaser’s terms.
(2)
Successful disputes are a percent of close out requests.

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(3)
Make whole payments are payments to reimburse for losses on foreclosed properties.

Compliance Risk
Financial institutions are subject to many laws, rules, and regulations at both the federal and state levels. In September 2014, for example, the Office of the Comptroller of the Currency issued its final rule formalizing its “heightened expectations” supervisory regime for the largest federally chartered depository institutions, including Huntington, to improve risk management and ensure boards can challenge decisions made by management. 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
Beginning in the 2015 first quarter, we became 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 common equity tier 1 ratio on a Basel III basis, which we use to measure capital adequacy. The implementation of the Basel III capital requirements is transitional and phases-in from January 1, 2015 through the end of 2018.
The Basel III capital requirements emphasize common equity tier 1 capital, the most loss-absorbing form of capital, and implement strict eligibility criteria for regulatory capital instruments. Common equity tier 1 capital primarily includes common shareholders’ equity less certain deductions for goodwill and other intangibles net of related taxes, MSRs net of related taxes and DTAs that arise from tax loss and credit carryforwards. Tier 1 capital is primarily comprised of common equity tier 1 capital, perpetual preferred stock and certain qualifying capital instruments (TRUPS) that are subject to phase-out from tier 1 capital. Tier 2 capital primarily includes qualifying subordinated debt and qualifying ALLL.

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Table 28 - Capital Under Current Regulatory Standards (transitional Basel III basis)
 
(dollar amounts in millions except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
Common equity tier 1 risk-based capital ratio:
 
 
 
 
 
 
Total shareholders’ equity
$
6,583

 
$
6,496

 
$
6,462

 
Regulatory capital adjustments:
 
 
 
 
 
 
Shareholders’ preferred equity
(386
)
 
(386
)
 
(386
)
 
Accumulated other comprehensive income offset
140

 
186

 
161

 
Goodwill and other intangibles, net of taxes
(697
)
 
(701
)
 
(700
)
 
Deferred tax assets that arise from tax loss and credit carryforwards
(15
)
 
(15
)
 
(36
)
 
Common equity tier 1 capital
5,625

 
5,580

 
5,501

 
Additional tier 1 capital
 
 
 
 
 
 
Shareholders’ preferred equity
386

 
386

 
386

 
Qualifying capital instruments subject to phase-out
76

 
76

 
76

 
Other
(22
)
 
(22
)
 
(53
)
 
Tier 1 capital
6,065

 
6,020

 
5,910

 
LTD and other tier 2 qualifying instruments
623


623


648

 
Qualifying allowance for loan and lease losses
656


655


660

 
Tier 2 capital
1,279

 
1,278

 
1,308

 
Total risk-based capital
$
7,344

 
$
7,298

 
$
7,218

 
Risk-weighted assets (RWA)
$
57,839

 
$
57,850

 
$
57,840

 
Common equity tier 1 risk-based capital ratio
9.72
%
 
9.65
%
 
9.51
%
 
Other regulatory capital data:
 
 
 
 
 
 
Tier 1 leverage ratio
8.85

 
8.98

 
9.04

 
Tier 1 risk-based capital ratio
10.49

 
10.41

 
10.22

 
Total risk-based capital ratio
12.70

 
12.62

 
12.48

 

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Table 29 - Capital Adequacy-Non-Regulatory
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Consolidated capital calculations:
 
 
 
 
 
 
 
 
 
Common shareholders’ equity
$
6,197

 
$
6,110

 
$
6,076

 
$
5,942

 
$
5,898

Preferred shareholders’ equity
386

 
386

 
386

 
386

 
386

Total shareholders’ equity
6,583

 
6,496

 
6,462

 
6,328

 
6,284

Goodwill
(677
)
 
(678
)
 
(678
)
 
(523
)
 
(523
)
Other intangible assets
(59
)
 
(63
)
 
(73
)
 
(75
)
 
(85
)
Other intangible assets deferred tax liability (1)
21

 
22

 
25

 
26

 
30

Total tangible equity
5,868

 
5,777

 
5,736

 
5,756

 
5,706

Preferred shareholders’ equity
(386
)
 
(386
)
 
(386
)
 
(386
)
 
(386
)
Total tangible common equity
$
5,482

 
$
5,391

 
$
5,350

 
$
5,370

 
$
5,320

Total assets
$
70,210

 
$
68,846

 
$
68,003

 
$
66,298

 
$
64,331

Goodwill
(677
)
 
(678
)
 
(678
)
 
(523
)
 
(523
)
Other intangible assets
(59
)
 
(63
)
 
(73
)
 
(75
)
 
(85
)
Other intangible assets deferred tax liability (1)
21

 
22

 
25

 
26

 
30

Total tangible assets
$
69,495

 
$
68,127

 
$
67,277

 
$
65,726

 
$
63,753

Tier 1 capital (2)
N.A.

 
N.A.

 
N.A.

 
$
6,266

 
$
6,180

Preferred shareholders’ equity
N.A.

 
N.A.

 
N.A.

 
(386
)
 
(386
)
Trust preferred securities
N.A.

 
N.A.

 
N.A.

 
(304
)
 
(304
)
Tier 1 common equity (2)
N.A.

 
N.A.

 
N.A.

 
$
5,576

 
$
5,490

Risk-weighted assets (RWA) (2)
N.A.

 
N.A.

 
N.A.

 
$
54,479

 
$
53,239

Tier 1 common equity / RWA ratio (2)
N.A.

 
N.A.

 
N.A.

 
10.23
%
 
10.31
%
Tangible equity / tangible asset ratio
8.44
%
 
8.48
%
 
8.53
%
 
8.76

 
8.95

Tangible common equity / tangible asset ratio
7.89

 
7.91

 
7.95

 
8.17

 
8.35

 
(1)
Other intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.
(2)
Ratios are calculated on a Basel I basis.
N.A. On January 1, 2015, we became 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.

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The following table presents certain regulatory capital data at both the consolidated and Bank levels for each of the past five quarters:
 
Table 30 - Regulatory Capital Data (1)
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basel III
 
Basel I
 
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Total risk-weighted assets
Consolidated
 
$
57,839

 
$
57,850

 
$
57,840

 
$
54,479

 
$
53,239

 
Bank
 
57,750

 
57,772

 
57,752

 
54,387

 
53,132

Common equity tier I risk-based capital
Consolidated
 
5,625

 
5,580

 
5,501

 
N.A.

 
N.A.

 
Bank
 
5,475

 
5,497

 
5,448

 
N.A.

 
N.A.

Tier 1 risk-based capital
Consolidated
 
6,065

 
6,020

 
5,910

 
6,266

 
6,180

 
Bank
 
5,692

 
5,716

 
5,664

 
6,136

 
5,963

Tier 2 risk-based capital
Consolidated
 
1,279

 
1,278

 
1,308

 
1,122

 
1,122

 
Bank
 
1,101

 
747

 
776

 
820

 
821

Total risk-based capital
Consolidated
 
7,344

 
7,298

 
7,218

 
7,388

 
7,302

 
Bank
 
6,793

 
6,463

 
6,440

 
6,956

 
6,784

Tier 1 leverage ratio
Consolidated
 
8.85
%
 
8.98
%
 
9.04
%
 
9.74
%
 
9.83
%
 
Bank
 
8.33

 
8.54

 
8.67

 
9.56

 
9.49

Common equity tier I risk-based capital ratio
Consolidated
 
9.72

 
9.65

 
9.51

 
N.A.

 
N.A.

 
Bank
 
9.48

 
9.51

 
9.43

 
N.A.

 
N.A.

Tier 1 risk-based capital ratio
Consolidated
 
10.49

 
10.41

 
10.22

 
11.50

 
11.61

 
Bank
 
9.86

 
9.89

 
9.81

 
11.28

 
11.22

Total risk-based capital ratio
Consolidated
 
12.70

 
12.62

 
12.48

 
13.56

 
13.72

 
Bank
 
11.76

 
11.19

 
11.15

 
12.79

 
12.77

 
(1)
On January 1, 2015, we became 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. Amounts presented prior to January 1, 2015 are calculated using the Basel I capital requirements.
At September 30, 2015, we maintained Basel III transitional capital ratios in excess of the well-capitalized standards established by the FRB. All capital ratios were impacted by the repurchase of 20.5 million common shares in 2015.
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 $6.6 billion at September 30, 2015, an increase of $0.3 billion when compared with December 31, 2014.
Dividends
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 October 21, 2015, our board of directors declared a quarterly cash dividend of $0.07 per common share, payable on January 4, 2016. Also, cash dividends of $0.06 per share were declared on July 22, 2015, April 21, 2015 and January 22, 2015.

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On October 21, 2015, 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 January 15, 2016. Also, cash dividends of $21.25 per share were declared on July 22, 2015, April 21, 2015 and January 22, 2015.

On October 21, 2015, our board of directors also declared a quarterly cash dividend on our Floating Rate Series B Non-Cumulative Perpetual Preferred Stock of $7.55 per share. The dividend is payable on January 15, 2016. Also, cash dividends of $7.47 per share, $7.44 per share and $7.38 per share were declared on July 22, 2015, April 21, 2015 and January 22, 2015, respectively.
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, including the FRB’s response to our annual capital plan.
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 FRB in January 2015. These actions included a 17% increase in the quarterly dividend per common share to $0.07, starting in the fourth quarter of 2015, and the potential repurchase of up to $366 million of common stock over the five-quarter period through the second quarter of 2016. During the 2015 third quarter, we repurchased 6.8 million shares, with a weighted average price of $10.66. Total share repurchases during the nine-month period ended September 30, 2015 were 20.5 million shares, with a weighted average price of $10.76. We have approximately $194.9 million remaining under the current authorization.
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.
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

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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 14 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 first nine-month period of September 30, 2015 and September 30, 2014 is presented in the following table:

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Table 31 - Net Income (Loss) by Business Segment
(dollar amounts in thousands)

 
 
 
 
Nine Months Ended September 30,
 
2015
 
2014
Retail and Business Banking
$
192,229

 
$
122,383

Commercial Banking
153,578

 
105,022

AFCRE
117,345

 
149,621

RBHPCG
877

 
17,245

Home Lending
(8,272
)
 
(12,906
)
Treasury/Other
58,891

 
87,413

Total net income
$
514,648

 
$
468,778

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 and improved retention of existing checking account households. 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:

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Table 32 - Consumer Checking Household OCR Cross-sell Report
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2015
 
2015
 
2015
 
2014
 
2014
Number of households (1) (2)
1,508,209

 
1,491,967

 
1,475,241

 
1,454,402

 
1,453,584

Product Penetration by Number of Services (3)
 
 
 
 
 
 
 
 
 
1 Service
2.6
%
 
2.5
%
 
2.8
%
 
2.8
%
 
3.3
%
2-3 Services
16.8

 
17.0

 
17.3

 
17.9

 
18.4

4-5 Services
29.2

 
29.5

 
29.7

 
29.9

 
29.6

6+ Services
51.4

 
51.0

 
50.2

 
49.4

 
48.7

 
 
 
 
 
 
 
 
 
 
Total revenue (in millions)
$
289.0

 
$
279.8

 
$
260.5

 
$
260.5

 
$
260.0

(1)
Checking account required.
(2)
On September 12, 2014, Huntington acquired 37,939 Bank of America households.
(3)
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 2015 third quarter was 51.4%, up from 48.7% from the year-ago quarter due to increased product sales and services provided.
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 33 - Commercial Relationship OCR Cross-sell Report
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2015
 
2015
 
2015
 
2014
 
2014
Commercial Relationships (1)
169,152

 
168,088

 
166,710

 
164,726

 
164,079

Product Penetration by Number of Services (2)
 
 
 
 
 
 
 
 
 
1 Service
14.0
%
 
14.3
%
 
15.3
%
 
15.7
%
 
16.6
%
2-3 Services
42.3

 
42.3

 
42.0

 
42.4

 
42.2

4+ Services
43.7

 
43.4

 
42.7

 
41.9

 
41.2

 
 
 
 
 
 
 
 
 
 
Total revenue (in millions)
$
229.4

 
$
222.0

 
$
216.9

 
$
212.8

 
$
213.1

(1)
Checking account required.
(2)
The definitions and measurements used in our OCR process are periodically reviewed and updated prospectively.

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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 2015 third quarter was 43.7%, up from 41.2% from the year-ago quarter. Total commercial relationship revenue for the 2015 third quarter was $229.4 million, up $16.3 million, or 8%, from the year-ago quarter.

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Table 34 - Average Loans/Leases and Deposits by Business Segment
(dollar amounts in millions)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
Retail and
Business Banking
 
Commercial
Banking
 
AFCRE
 
RBHPCG
 
Home
Lending
 
Treasury
/ Other
 
Total
Average Loans/Leases
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
3,970

 
$
12,288

 
$
2,571

 
$
643

 
$

 
$
109

 
$
19,581

Commercial real estate
316

 
340

 
4,412

 
148

 

 
(2
)
 
5,214

Total commercial
4,286

 
12,628

 
6,983

 
791

 

 
107

 
24,795

Automobile

 

 
8,582

 

 

 

 
8,582

Home equity
7,649

 

 
1

 
704

 
159

 
(9
)
 
8,504

Residential mortgage
1,273

 

 

 
1,428

 
3,205

 

 
5,906

Other consumer
415

 
3

 
16

 
11

 
6

 
7

 
458

Total consumer
9,337

 
3

 
8,599

 
2,143

 
3,370

 
(2
)
 
23,450

Total loans and leases
$
13,623

 
$
12,631

 
$
15,582

 
$
2,934

 
$
3,370

 
$
105

 
$
48,245

Average Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
6,936

 
$
5,497

 
$
963

 
$
1,997

 
$
346

 
$
322

 
$
16,061

Demand deposits—interest-bearing
4,966

 
871

 
75

 
517

 

 
26

 
6,455

Money market deposits
10,316

 
4,209

 
249

 
4,447

 

 
7

 
19,228

Savings and other domestic deposits
5,076

 
63

 
6

 
75

 
3

 
(1
)
 
5,222

Core certificates of deposit
2,619

 
8

 
1

 
33

 

 

 
2,661

Total core deposits
29,913

 
10,648

 
1,294

 
7,069

 
349

 
354

 
49,627

Other deposits
89

 
518

 
159

 
3

 
1

 
2,660

 
3,430

Total deposits
$
30,002

 
$
11,166

 
$
1,453

 
$
7,072

 
$
350

 
$
3,014

 
$
53,057

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2014
 
Retail and
Business  Banking
 
Commercial
Banking
 
AFCRE
 
RBHPCG
 
Home
Lending
 
Treasury
/ Other
 
Total
Average Loans/Leases
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
3,623

 
$
11,425

 
$
2,396

 
$
620

 
$

 
$
97

 
$
18,161

Commercial real estate
355

 
308

 
4,093

 
214

 

 
1

 
4,971

Total commercial
3,978

 
11,733

 
6,489

 
834

 

 
98

 
23,132

Automobile

 

 
7,388

 

 

 
(1
)
 
7,387

Home equity
7,484

 
2

 
1

 
732

 
166

 
(9
)
 
8,376

Residential mortgage
1,174

 

 

 
1,297

 
3,108

 

 
5,579

Other consumer
353

 
3

 
31

 
12

 
14

 
(24
)
 
389

Total consumer
9,011

 
5

 
7,420

 
2,041

 
3,288

 
(34
)
 
21,731

Total loans and leases
$
12,989

 
$
11,738

 
$
13,909

 
$
2,875

 
$
3,288

 
$
64

 
$
44,863

Average Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
5,965

 
$
4,706

 
$
726

 
$
1,614

 
$
282

 
$
293

 
$
13,586

Demand deposits—interest-bearing
4,703

 
780

 
68

 
312

 

 
15

 
5,878

Money market deposits
9,900

 
3,735

 
258

 
3,853

 

 
7

 
17,753

Savings and other domestic deposits
4,856

 
85

 
5

 
80

 

 
(1
)
 
5,025

Core certificates of deposit
3,341

 
13

 

 
46

 

 
3

 
3,403

Total core deposits
28,765

 
9,319

 
1,057

 
5,905

 
282

 
317

 
45,645

Other deposits
105

 
746

 
112

 
3

 

 
1,669

 
2,635

Total deposits
$
28,870

 
$
10,065

 
$
1,169

 
$
5,908

 
$
282

 
$
1,986

 
$
48,280


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Retail and Business Banking
 
 
 
 
 
 
 
 
Table 35 - Key Performance Indicators for Retail and Business Banking
(dollar amounts in thousands unless otherwise noted)

 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Net interest income
$
766,188

 
$
678,502

 
$
87,686

 
13
 %
Provision for credit losses
22,664

 
63,962

 
(41,298
)
 
(65
)
Noninterest income
323,552

 
306,364

 
17,188

 
6

Noninterest expense
771,339

 
732,623

 
38,716

 
5

Provision for income taxes
103,508

 
65,898

 
37,610

 
57

Net income
$
192,229

 
$
122,383

 
$
69,846

 
57
 %
Number of employees (average full-time equivalent)
5,288

 
5,099

 
189

 
4
 %
Total average assets (in millions)
$
15,590

 
$
14,784

 
$
806

 
5

Total average loans/leases (in millions)
13,623

 
12,989

 
634

 
5

Total average deposits (in millions)
30,002

 
28,870

 
1,132

 
4

Net interest margin
3.49
%
 
3.18
%
 
0.31
 %
 
10

NCOs
$
46,555

 
$
68,733

 
$
(22,178
)
 
(32
)
NCOs as a % of average loans and leases
0.46
%
 
0.71
%
 
(0.25
)%
 
(35
)
Return on average common equity
20.2

 
12.0

 
8.2

 
68

2015 First Nine Months vs. 2014 First Nine Months
Retail and Business Banking reported net income of $192.2 million in the first nine-month period of 2015. This was an increase of $69.8 million, or 57%, compared to the year-ago period. The increase in net income reflected a combination of factors described below.
The increase in net interest income from the year-ago period reflected:
$1.1 billion, or 4%, increase in total average deposits and the 23 basis point increase in deposit spreads, as a result of an increase in the funds transfer price rates assigned to deposits.
$0.6 billion, or 5%, increase in total average loans combined with a 10 basis point increase in loan spreads, as a result of a reduction in the funds transfer price rates assigned to loans and improved effective rates.
The decrease in the provision for credit losses from the year-ago period reflected:
$22.2 million, or 32%, decrease in NCOs, and updated assumptions made to the ACL estimation process.
The increase in total average loans and leases from the year-ago period reflected:
$0.3 billion, or 8%, increase in commercial loans, primarily due to the impact of core portfolio growth.
$0.3 billion, or 4%, increase in consumer loans, primarily due to growth in home equity lines of credit, credit card, and residential mortgages, as well as the impact of the Camco acquisition in the 2014 first quarter.
The increase in total average deposits from the year-ago period reflected:
$0.8 billion in combined deposit growth from the Camco acquisition in the 2014 first quarter and the Bank of America branch acquisition in the 2014 third quarter.
$0.2 billion deposit growth from our In-store branch network.
The increase in noninterest income from the year-ago period reflected:
$11.1 million, or 14%, increase in electronic banking income, primarily due to higher debit card-related transaction volumes and an increase in the number of households.
$6.5 million, or 63%, increase in mortgage banking income, primarily driven by increased referrals to Home Lending due to an improved mortgage refinance market in the first nine months of 2015 compared to the same period in 2014.

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$2.9 million, or 23%, increase in gain on sale of loans, primarily due to increased SBA loan sale volumes.
Partially offset by:
$1.8 million, or 10%, decrease in brokerage income, the result of reduced investment sales in the first nine months of 2015 compared to 2014.
$1.2 million, or 1%, decrease in service charges on deposit accounts, primarily reflecting the decline from the late July 2014 implementation of changes in consumer fees and changing customer usage patterns, partially offset by an increase in consumer households.
The increase in noninterest expense from the year-ago period reflected:
$19.0 million, or 9%, increase in personnel costs, primarily due to the Bank of America branch acquisition in the 2014 third quarter and the Camco acquisition in the 2014 first quarter, along with the expansion of our In-store branch network. The increase also reflects additional cost from increased employee benefit expense and annual merit salary adjustments and incentives.
$16.0 million, or 5%, increase in other noninterest expense, primarily reflecting an increase in allocated overhead expense and additional expense related to the Bank of America branch and the Camco acquisitions.
$4.7 million, or 15%, increase in outside data processing and other services expense, mainly the result of transaction volumes associated with debit and credit card activity.
$3.9 million, or 11%, increase in marketing, primarily due to direct mail campaigns in 2015.
Partially offset by:
$5.0 million, or 25%, decrease in amortization of intangibles, reflecting the full amortization of the core deposit intangible from the Sky Financial acquisition.
 
Commercial Banking
 
 
 
 
 
 
 
 
Table 36 - Key Performance Indicators for Commercial Banking
(dollar amounts in thousands unless otherwise noted)

 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Net interest income
$
266,638

 
$
226,316

 
$
40,322

 
18
 %
Provision for credit losses
13,167

 
33,681

 
(20,514
)
 
(61
)
Noninterest income
191,039

 
157,107

 
33,932

 
22

Noninterest expense
208,236

 
188,170

 
20,066

 
11

Provision for income taxes
82,696

 
56,550

 
26,146

 
46

Net income
$
153,578

 
$
105,022

 
$
48,556

 
46
 %
Number of employees (average full-time equivalent)
1,125

 
1,045

 
80

 
8
 %
Total average assets (in millions)
$
15,817

 
$
13,847

 
$
1,970

 
14

Total average loans/leases (in millions)
12,631

 
11,738

 
893

 
8

Total average deposits (in millions)
11,166

 
10,065

 
1,101

 
11

Net interest margin
2.67
%
 
2.55
%
 
0.12
%
 
5

NCOs
$
15,602

 
$
10,647

 
$
4,955

 
47

NCOs as a % of average loans and leases
0.16
%
 
0.12
%
 
0.04
%
 
33

Return on average common equity
15.2

 
9.9

 
5.3

 
54

2015 First Nine Months vs. 2014 First Nine Months
Commercial Banking reported net income of $153.6 million in the first nine-month period of 2015. This was an increase of $48.6 million, or 46%, compared to the year-ago period. The increase in net income reflected a combination of factors described below.
The increase in net interest income from the year-ago period reflected:
$0.9 billion, or 8%, increase in average loans/leases.

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$0.7 billion, or 86%, increase in average available-for-sale securities, primarily related to direct purchase municipal instruments.
$1.1 billion, or 11%, increase in average total deposits.
12 basis point increase in the net interest margin, due to a 16 basis point increase in the mix and yield on earning assets, primarily related to the Huntington Technology Finance acquisition, partially offset by a 1 basis point increase in the mix and yield on total deposits.
The decrease in the provision for credit losses from the year-ago period reflected:
Updated assumptions made to the ACL estimation process, partially offset by a $5.0 million, or 47%, increase in NCOs.
The increase in total average assets from the year-ago period reflected:
$1.3 billion, or 38%, increase in the Equipment Finance loan and bond financing portfolio, which primarily reflected our focus on developing vertical strategies in Huntington Public Capital, business aircraft, rail industry, lender finance, and syndications, as well as the late 2015 first quarter acquisition of Huntington Technology Finance.
$0.3 billion, or 10%, increase in the specialty verticals loan and bond financing portfolio, driven primarily by $0.3 billion, or 46%, increase in the international loan portfolio consisting of discounted bankers acceptances and foreign insured receivables, and $0.1 billion, or 5%, increase in the Healthcare loan and bond financing portfolio due to a strategic focus on the banking needs of the healthcare industry, specifically targeting alternate site real estate, seniors’ real estate, medical technology, community hospitals, metro hospitals, and health care services.
$0.3 billion, or 17%, increase in the Corporate Banking and Energy loan portfolio due to establishing relationships with targeted prospects within our footprint.
The increase in total average deposits from the year-ago period reflected:
$1.3 billion, or 14%, increase in core deposits, which primarily reflected a $0.8 billion, or 17%, increase in noninterest-bearing demand deposits. Middle market accounts, such as healthcare, contributed $0.7 billion of the overall balance growth, while large corporate accounts contributed $0.6 billion.
The increase in noninterest income from the year-ago period reflected:
$24.2 million, or 64%, increase in other income, primarily reflecting the late 2015 first quarter acquisition of Huntington Technology Finance and an increase in other treasury management related revenue.
$3.9 million, or 13%, increase in capital market fees, primarily reflecting a $2.3 million, or 32%, increase in foreign exchange revenue, $2.0 million, or 193%, increase in commodities revenue, partially offset by a $0.5 million, or 5%, decrease in customer interest rate derivatives.
$1.8 million, or 5%, increase in service charges on deposit accounts, primarily due to growth in commercial relationships.
The increase in noninterest expense from the year-ago period reflected:
$17.1 million, or 15%, increase in personnel expense, primarily reflecting the 2015 first quarter acquisition of Huntington Technology Finance. The increase also reflects additional cost from annual merit salary adjustments and incentives.
$10.1 million increase in operating lease expense, primarily reflecting the 2015 first quarter acquisition of Huntington Technology Finance.
Partially offset by:
$8.6 million, or 29%, decrease in allocated overhead expense.

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Automobile Finance and Commercial Real Estate

 
 
 
 
 
 
 
 
Table 37 - Key Performance Indicators for Automobile Finance and Commercial Real Estate
(dollar amounts in thousands unless otherwise noted)

 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Net interest income
$
286,042

 
$
282,239

 
$
3,803

 
1
 %
Provision (reduction in allowance) for credit losses
14,733

 
(44,809
)
 
59,542

 
N.R.

Noninterest income
22,024

 
19,706

 
2,318

 
12

Noninterest expense
112,802

 
116,568

 
(3,766
)
 
(3
)
Provision for income taxes
63,186

 
80,565

 
(17,379
)
 
(22
)
Net income
$
117,345

 
$
149,621

 
$
(32,276
)
 
(22
)%
Number of employees (average full-time equivalent)
294

 
268

 
26

 
10
 %
Total average assets (in millions)
$
16,718

 
$
14,268

 
$
2,450

 
17

Total average loans/leases (in millions)
15,582

 
13,909

 
1,673

 
12

Total average deposits (in millions)
1,453

 
1,169

 
284

 
24

Net interest margin
2.37
 %
 
2.65
%
 
(0.28
)%
 
(11
)
NCOs
$
(4,859
)
 
$
877

 
$
(5,736
)
 
N.R.

NCOs as a % of average loans and leases
(0.04
)%
 
0.01
%
 
(0.05
)%
 
N.R.

Return on average common equity
23.1

 
33.1

 
(10.0
)
 
(30
)
N.R.—Not relevant.
2015 First Nine Months vs. 2014 First Nine Months
AFCRE reported net income of $117.3 million in the first nine-month period of 2015. This was a decrease of $32.3 million, or 22%, compared to the year-ago period. The decrease in net income reflected a combination of factors described below.
The increase in net interest income from the year-ago period reflected:
$1.2 billion, or 16%, increase in average automobile loans, primarily due to continued strong origination volume, which has exceeded $1.0 billion for each of the last 7 quarters. This increase was partially offset by the $0.8 billion automobile loan securitization and sale that was completed in the 2015 second quarter.
Partially offset by:
28 basis point decrease in the net interest margin, primarily due to a 26 basis point reduction in loan spreads. This decline continues to reflect the impact of competitive pricing pressures. Also, the prior year results included a $5.1 million, or 5 basis points, recovery from the unexpected pay-off of an acquired commercial real estate loan.
The increase in the provision for credit losses from the year-ago period reflected:
Less improvement in credit quality than what was experienced in the year-ago period and updated assumptions made to the ACL estimation process, partially offset by lower NCOs.
The increase in noninterest income from the year-ago period reflected:
$5.3 million increase in gain on sale of loans, primarily due to the $0.8 billion automobile loan securitization and sale completed in the 2015 second quarter.
Partially offset by:
$3.1 million, or 18%, decrease in other income, primarily due to lower market related gains associated with certain loans and investments and lower auto loan servicing income.
The decrease in noninterest expense from the year-ago period reflected:

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$7.0 million, or 9%, decrease in other noninterest expense, primarily due to a decrease in allocated expenses.
Partially offset by:
$3.0 million, or 14%, increase in personnel costs, primarily due to a higher number of employees, resulting from community development activities.
 
Regional Banking and The Huntington Private Client Group
 
 
 
 
 
 
 
 
Table 38 - Key Performance Indicators for Regional Banking and The Huntington Private Client Group
(dollar amounts in thousands unless otherwise noted)

 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Net interest income
$
84,843

 
$
76,399

 
$
8,444

 
11
 %
Provision for credit losses
7,791

 
5,353

 
2,438

 
46

Noninterest income
114,198

 
132,080

 
(17,882
)
 
(14
)
Noninterest expense
189,901

 
176,595

 
13,306

 
8

Provision for income taxes
472

 
9,286

 
(8,814
)
 
(95
)
Net income
$
877

 
$
17,245

 
$
(16,368
)
 
(95
)%
Number of employees (average full-time equivalent)
963

 
1,037

 
(74
)
 
(7
)%
Total average assets (in millions)
$
3,399

 
$
3,789

 
$
(390
)
 
(10
)
Total average loans/leases (in millions)
2,934

 
2,875

 
59

 
2

Total average deposits (in millions)
7,072

 
5,908

 
1,164

 
20

Net interest margin
1.62
%
 
1.79
%
 
(0.17
)%
 
(9
)
NCOs
$
4,644

 
$
7,232

 
$
(2,588
)
 
(36
)
NCOs as a % of average loans and leases
0.21
%
 
0.34
%
 
(0.13
)%
 
(38
)
Return on average common equity
0.4

 
4.6

 
(4.2
)
 
(91
)
Total assets under management (in billions)—eop
$
13.3

 
$
15.5

 
$
(2.2
)
 
(14
)
Total trust assets (in billions)—eop
80.2

 
81.6

 
(1.4
)
 
(2
)%
eop - End of Period.
2015 First Nine Months vs. 2014 First Nine Months
RBHPCG reported net income of $0.9 million in the first nine-month period of 2015. This was a decrease of $16.4 million, or 95%, compared to the year-ago period. The decrease in net income reflected a combination of factors described below.
The increase in net interest income from the year-ago period reflected:
$1.2 billion, or 20%, increase in average total deposits, primarily due to growth in commercial money market deposits.
The increase in the provision for credit losses from the year-ago period reflected:
Updated assumptions made to the ACL process, partially offset by a $2.6 million, or 36%, decrease in NCOs.
The decrease in noninterest income from the year-ago period reflected:
$6.8 million, or 8%, decrease in trust services income, primarily related to a decline in assets under management mainly from the decline in proprietary mutual funds following the 2014 second quarter transition of the fixed income Huntington Funds to a third party and the movement of the fiduciary trust business to a more open architecture platform.
$6.0 million, or 73%, decrease in other income, primarily related to 2014 Huntington Community Development Corporation activity.

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$4.0 million, or 13%, decrease in brokerage income, primarily reflecting a shift from upfront commission income to trailing commissions and an increase in the sale of new open architecture advisory products.
The increase in noninterest expense from the year-ago period reflected:
$19.4 million, or 45%, increase in other noninterest expense, primarily due to increased allocated product costs, losses, and proprietary mutual fund expense reimbursements.
Partially offset by:
$1.9 million, or 35%, decrease in professional services, primarily due to reduction in consulting expense.
$1.7 million, or 12%, decrease in outside data processing and other services, primarily due to movement of trust system expenses to corporate operations.
$1.1 million, or 1%, decrease in personnel costs, primarily due to movement of certain trust colleagues to corporate operations.
 
Home Lending
 
 
 
 
 
 
 
 
Table 39 - Key Performance Indicators for Home Lending
(dollar amounts in thousands unless otherwise noted)

 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Amount
 
Percent
Net interest income
$
48,545

 
$
41,997

 
$
6,548

 
16
 %
Provision for credit losses
5,131

 
20,308

 
(15,177
)
 
(75
)
Noninterest income
62,274

 
59,946

 
2,328

 
4

Noninterest expense
118,414

 
101,490

 
16,924

 
17

Provision for income taxes
(4,454
)
 
(6,949
)
 
2,495

 
36

Net income (loss)
$
(8,272
)
 
$
(12,906
)
 
$
4,634

 
36
 %
Number of employees (average full-time equivalent)
953

 
975

 
(22
)
 
(2
)%
Total average assets (in millions)
$
3,968

 
$
3,795

 
$
173

 
5

Total average loans/leases (in millions)
3,370

 
3,288

 
82

 
2

Total average deposits (in millions)
350

 
282

 
68

 
24

Net interest margin
1.72
%
 
1.57
%
 
0.15
 %
 
10

NCOs
$
3,729

 
$
14,163

 
$
(10,434
)
 
(74
)
NCOs as a % of average loans and leases
0.15
%
 
0.57
%
 
(0.42
)%
 
(74
)
Return on average common equity
(6.5
)
 
(9.9
)
 
3.4

 
34

Mortgage banking origination volume (in millions)
$
3,693

 
$
2,637

 
$
1,056

 
40

2015 First Nine Months vs. 2014 First Nine Months
Home Lending reported a net loss of $8.3 million in the first nine-month period of 2015 compared to a net loss of $12.9 million in the year-ago period. Home Lending supports the origination and servicing of mortgage loans across all segments. The results reflected a combination of factors described below.
The increase in net interest income from the year-ago period reflected:
15 basis point increase in the net interest margin, primarily due to an increase in loan spreads on consumer loans driven by lower funding costs.
$0.1 billion, or 2%, increase in average loans.
The decrease in provision for credit losses reflected:
$10.4 million, or 74%, decrease in NCOs and updated assumptions made to the ACL estimation process.
The increase in noninterest income from the year-ago period reflected:
$1.7 million, or 3%, increase in mortgage banking income, primarily related to an increase in origination and secondary marketing revenues, partially offset by the impact of the net MSR hedge activity.

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The increase in noninterest expense from the year-ago period reflected:
$9.0 million, or 14%, increase in personnel costs, primarily due to commission expense related to higher origination volume.
$8.4 million, or 50%, increase in other noninterest expense, primarily due to higher allocated expenses related to volumes.

ADDITIONAL DISCLOSURES
Forward-Looking Statements
This report, including MD&A, contains certain forward-looking statements, including certain plans, expectations, goals, projections, and statements, which 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: (1) worsening of credit quality performance due to a number of factors such as the underlying value of collateral that could prove less valuable than otherwise assumed and assumed cash flows may be worse than expected, (2) 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, (3) movements in interest rates, (4) competitive pressures on product pricing and services, (5) success, impact, and timing of our business strategies, including market acceptance of any new products or services implementing our “Fair Play” banking philosophy, (6) changes in accounting policies and principles and the accuracy of our assumptions and estimates used to prepare our financial statements, (7) extended disruption of vital infrastructure, (8) the final outcome of significant litigation or adverse legal developments in the proceedings, (9) 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 (10) the outcome of judicial and regulatory decisions regarding practices in the residential mortgage industry, including among other things the processes followed for foreclosing residential mortgages. Additional factors that could cause results to differ materially from those described above can be found in our 2014 Annual Report on Form 10-K and documents subsequently filed by us with the Securities and Exchange Commission.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no 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-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,
Tier 1 common equity to risk-weighted assets using Basel I definitions, and
Tangible common equity to risk-weighted assets using Basel I and 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

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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 2014 Form 10-K. Additional information regarding risk factors can also be found in the Risk Management and Capital discussion of this report.
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, 2014 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.
Our most significant accounting estimates relate to our ACL, income taxes and deferred tax assets, and fair value measurements of investment securities, goodwill, pension, and other real estate owned. These significant accounting estimates and their related application are discussed in our December 31, 2014 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 2015 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.


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Item 1: Financial Statements
Huntington Bancshares Incorporated
Condensed Consolidated Balance Sheets
(Unaudited)
(dollar amounts in thousands, except number of shares)

September 30,
 
December 31,
 
2015
 
2014
Assets
 
 
 
Cash and due from banks
$
1,024,358

 
$
1,220,565

Interest-bearing deposits in banks
65,805

 
64,559

Trading account securities
38,609

 
42,191

Loans held for sale (includes $393,473 and $354,888 respectively, measured at fair value) (1)
675,636

 
416,327

Available-for-sale and other securities
11,094,868

 
9,384,670

Held-to-maturity securities
3,157,688

 
3,379,905

Loans and leases (includes $36,582 and $50,617 respectively, measured at fair value) (1)
49,655,909

 
47,655,726

Allowance for loan and lease losses
(591,938
)
 
(605,196
)
Net loans and leases
49,063,971

 
47,050,530

Bank owned life insurance
1,748,328

 
1,718,436

Premises and equipment
620,515

 
616,407

Goodwill
676,869

 
522,541

Other intangible assets
58,793

 
74,671

Accrued income and other assets
1,984,738

 
1,807,208

Total assets
$
70,210,178

 
$
66,298,010

Liabilities and shareholders’ equity
 
 
 
Liabilities
 
 
 
Deposits
$
54,244,711

 
$
51,732,151

Short-term borrowings
1,453,812

 
2,397,101

Long-term debt
6,359,445

 
4,335,962

Accrued expenses and other liabilities
1,569,573

 
1,504,626

Total liabilities
63,627,541

 
59,969,840

Shareholders’ equity
 
 
 
Preferred stock—authorized 6,617,808 shares:
 
 
 
Series A, 8.50% fixed rate, non-cumulative perpetual convertible preferred stock, par value of $0.01, and liquidation value per share of $1,000
362,507

 
362,507

Series B, floating rate, non-voting, non-cumulative perpetual preferred stock, par value of $0.01, and liquidation value per share of $1,000
23,785

 
23,785

Common stock
7,987

 
8,131

Capital surplus
7,053,902

 
7,221,745

Less treasury shares, at cost
(17,464
)
 
(13,382
)
Accumulated other comprehensive loss
(139,739
)
 
(222,292
)
Retained (deficit) earnings
(708,341
)
 
(1,052,324
)
Total shareholders’ equity
6,582,637

 
6,328,170

Total liabilities and shareholders’ equity
$
70,210,178

 
$
66,298,010

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

 
1,500,000,000

Common shares issued
798,663,649

 
813,136,321

Common shares outstanding
796,659,440

 
811,454,676

Treasury shares outstanding
2,004,209

 
1,681,645

Preferred shares issued
1,967,071

 
1,967,071

Preferred shares outstanding
398,007

 
398,007

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


65

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Huntington Bancshares Incorporated
 
 
 
 
 
 
 
Condensed Consolidated Statements of Income
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
Interest and fee income:
 
 
 
 
 
 
 
Loans and leases
$
451,161

 
$
424,658

 
$
1,308,339

 
$
1,248,104

Available-for-sale and other securities
 
 
 
 
 
 
 
Taxable
52,141

 
43,065

 
151,522

 
123,549

Tax-exempt
10,835

 
7,959

 
30,441

 
20,049

Held-to-maturity securities—taxable
19,811

 
21,777

 
61,220

 
67,711

Other
4,529

 
3,601

 
18,846

 
9,424

Total interest income
538,477

 
501,060

 
1,570,368

 
1,468,837

Interest expense:
 
 
 
 
 
 
 
Deposits
20,964

 
20,461

 
60,396

 
66,244

Short-term borrowings
192

 
878

 
1,465

 
2,122

Federal Home Loan Bank advances
69

 
395

 
517

 
647

Subordinated notes and other long-term debt
21,797

 
12,991

 
54,164

 
35,935

Total interest expense
43,022

 
34,725

 
116,542

 
104,948

Net interest income
495,455

 
466,335

 
1,453,826

 
1,363,889

Provision for credit losses
22,476

 
24,480

 
63,486

 
78,495

Net interest income after provision for credit losses
472,979

 
441,855

 
1,390,340

 
1,285,394

Service charges on deposit accounts
75,157

 
69,118

 
207,495

 
206,333

Trust services
24,972

 
28,045

 
80,561

 
87,191

Electronic banking
30,832

 
27,275

 
88,489

 
77,408

Mortgage banking income
18,956

 
25,051

 
80,435

 
70,857

Brokerage income
15,059

 
17,155

 
45,743

 
52,227

Insurance income
16,204

 
16,729

 
49,736

 
49,221

Bank owned life insurance income
12,719

 
14,888

 
38,959

 
42,060

Capital markets fees
12,741

 
10,246

 
39,838

 
29,940

Gain on sale of loans
5,873

 
8,199

 
22,915

 
15,683

Net gains on sales of securities
2,628

 
198

 
2,710

 
17,658

Impairment losses recognized in earnings on available-for-sale securities
(2,440
)
 

 
(2,440
)
 

Other noninterest income
40,418

 
30,445

 
112,074

 
97,323

Total noninterest income
253,119

 
247,349

 
766,515

 
745,901

Personnel costs
286,270

 
275,409

 
833,321

 
785,486

Outside data processing and other services
58,535

 
53,073

 
167,578

 
158,901

Net occupancy
29,061

 
34,405

 
88,942

 
96,511

Equipment
31,303

 
30,183

 
93,246

 
87,682

Professional services
11,961

 
13,763

 
37,281

 
43,890

Marketing
12,179

 
12,576

 
40,178

 
38,094

Deposit and other insurance expense
11,550

 
11,628

 
33,504

 
35,945

Amortization of intangibles
3,913

 
9,813

 
24,079

 
28,624

Other noninterest expense
81,736

 
39,468

 
159,013

 
123,942

Total noninterest expense
526,508

 
480,318

 
1,477,142

 
1,399,075

Income before income taxes
199,590

 
208,886

 
679,713

 
632,220

Provision for income taxes
47,002

 
53,870

 
165,065

 
163,442

Net income
152,588

 
155,016

 
514,648

 
468,778

Dividends on preferred shares
7,968

 
7,964

 
23,901

 
23,891

Net income applicable to common shares
$
144,620

 
$
147,052

 
$
490,747

 
$
444,887


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Average common shares—basic
800,883

 
816,497

 
805,851

 
820,884

Average common shares—diluted
814,326

 
829,623

 
819,458

 
833,927

Per common share:
 
 
 
 
 
 
 
Net income—basic
$
0.18

 
$
0.18

 
$
0.61

 
$
0.54

Net income—diluted
0.18

 
0.18

 
0.60

 
0.53

Cash dividends declared
0.06

 
0.05

 
0.18

 
0.15

OTTI losses for the periods presented:
 
 
 
 
 
 
 
Total OTTI losses
$
(3,144
)
 
$

 
$
(3,144
)
 
$

Noncredit-related portion of loss recognized in OCI
704

 

 
704

 

Impairment losses recognized in earnings on available-for-sale securities
$
(2,440
)
 
$

 
$
(2,440
)
 
$

 
 
 
 
 
 
 
 
See Notes to Unaudited Condensed Consolidated Financial Statements



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Huntington Bancshares Incorporated
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Net income
$
152,588

 
$
155,016

 
$
514,648

 
$
468,778

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Unrealized gains on available-for-sale and other securities:
 
 
 
 
 
 
 
Non-credit-related impairment recoveries on debt securities not expected to be sold
85

 
2,126

 
12,195

 
7,724

Unrealized net gains (losses) on available-for-sale and other securities arising during the period, net of reclassification for net realized gains
39,721

 
(8,918
)
 
44,861

 
21,483

Total unrealized gains (losses) on available-for-sale and other securities
39,806

 
(6,792
)
 
57,056

 
29,207

Unrealized gains (losses) on cash flow hedging derivatives
8,254

 
(21,229
)
 
25,840

 
(4,100
)
Change in accumulated unrealized losses for pension and other post-retirement obligations
(2,148
)
 
5,732

 
(343
)
 
6,886

Other comprehensive income (loss), net of tax
45,912

 
(22,289
)
 
82,553

 
31,993

Comprehensive income
$
198,500

 
$
132,727

 
$
597,201

 
$
500,771

See Notes to Unaudited Condensed Consolidated Financial Statements


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Huntington Bancshares Incorporated
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
 
Preferred Stock
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Loss
 
Retained Earnings(Deficit)
 
 
 
 
 
 
 
Series B
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(All amounts in thousands, except for per share amounts)
Series A
 
Floating Rate
 
Common Stock
 
Capital Surplus
 
Treasury Stock
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
363

 
$
362,507

 
35

 
$
23,785

 
832,217

 
$
8,322

 
$
7,398,515

 
(1,331
)
 
$
(9,643
)
 
$
(214,009
)
 
$
(1,479,324
)
 
$
6,090,153

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
468,778

 
468,778

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31,993

 
 
 
31,993

Shares issued pursuant to acquisition
 
 
 
 
 
 
 
 
8,694

 
87

 
91,577

 
 
 
 
 
 
 
 
 
91,664

Shares issued to HIP
 
 
 
 
 
 
 
 
276

 
3

 
2,594

 
 
 
 
 
 
 
 
 
2,597

Repurchase of common stock
 
 
 
 
 
 
 
 
(32,103
)
 
(321
)
 
(299,399
)
 
 
 
 
 
 
 
 
 
(299,720
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.15 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(122,984
)
 
(122,984
)
Preferred Series A ($63.75 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(23,110
)
 
(23,110
)
Preferred Series B ($22.00 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(781
)
 
(781
)
Share-based compensation expense
 
 
 
 
 
 
 
 
 
 
 
 
33,656

 
 
 
 
 
 
 
 
 
33,656

Other share-based compensation activity
 
 
 
 
 
 
 
 
6,162

 
62

 
14,897

 
 
 
 
 
 
 
(1,710
)
 
13,249

Other
 
 
 
 
 
 
 
 
846

 
8

 
2,039

 
(307
)
 
(3,295
)
 
 
 
(37
)
 
(1,285
)
Balance, end of period
363

 
$
362,507

 
35

 
$
23,785

 
816,092

 
$
8,161

 
$
7,243,879

 
(1,638
)
 
$
(12,938
)
 
$
(182,016
)
 
$
(1,159,168
)
 
$
6,284,210

Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
363

 
$
362,507

 
35

 
$
23,785

 
813,136

 
$
8,131

 
$
7,221,745

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

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
514,648

 
514,648

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
82,553

 
 
 
82,553

Repurchases of common stock
 
 
 
 
 
 
 
 
(20,547
)
 
(205
)
 
(222,778
)
 
 
 
 
 
 
 
 
 
(222,983
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.18 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(144,527
)
 
(144,527
)
Preferred Series A ($63.75 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(23,110
)
 
(23,110
)
Preferred Series B ($22.32 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(791
)
 
(791
)
Share-based compensation expense
 
 
 
 
 
 
 
 
 
 
 
 
39,136

 
 
 
 
 
 
 
 
 
39,136

Other share-based compensation activity
 
 
 
 
 
 
 
 
5,990

 
60

 
14,990

 
 
 
 
 
 
 
(2,220
)
 
12,830

Other
 
 
 
 
 
 
 
 
85

 
1

 
809

 
(322
)
 
(4,082
)
 
 
 
(17
)
 
(3,289
)
Balance, end of period
363

 
$
362,507

 
35

 
$
23,785

 
798,664

 
$
7,987

 
$
7,053,902

 
(2,004
)
 
$
(17,464
)
 
$
(139,739
)
 
$
(708,341
)
 
$
6,582,637

See Notes to Unaudited Condensed Consolidated Financial Statements

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Huntington Bancshares Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
Operating activities
 
Net income
$
514,648

 
$
468,778

Adjustments to reconcile net income to net cash provided by operating activities:
 
Impairment of goodwill

 
3,000

Provision for credit losses
63,486

 
78,495

Depreciation and amortization
262,788

 
238,974

Share-based compensation expense
39,136

 
33,656

Net gain on sales of securities
(270
)
 
(17,658
)
Net change in:
 
 
 
Trading account securities
3,582

 
(30,887
)
Loans held for sale
(267,494
)
 
(61,895
)
Accrued income and other assets
(215,692
)
 
(157,163
)
Deferred income taxes
10,957

 
12,266

Accrued expense and other liabilities
10,344

 
61,660

Other, net
(20,659
)
 

Net cash provided by (used for) operating activities
400,826

 
629,226

Investing activities
 
Change in interest bearing deposits in banks
(1,246
)
 
(15,855
)
Cash paid for acquisition of a business, net of cash received
(457,836
)
 
691,637

Proceeds from:
 
 
 
Maturities and calls of available-for-sale and other securities
1,477,446

 
1,056,833

Maturities of held-to-maturity securities
434,192

 
337,175

Sales of available-for-sale and other securities
151,326

 
1,093,176

Purchases of available-for-sale and other securities
(3,272,586
)
 
(3,436,111
)
Purchases of held-to-maturity securities
(215,447
)
 

Net proceeds from securitization
780,117

 

Net proceeds from sales of portfolio loans
307,726

 
254,663

Net loan and lease activity, excluding sales and purchases
(2,181,839
)
 
(3,229,382
)
Proceeds from sale of operating lease assets

 
362

Purchases of premises and equipment
(69,021
)
 
(31,559
)
Proceeds from sales of other real estate
28,056

 
29,741

Purchases of loans and leases
(241,141
)
 
(286,819
)
Purchase of customer list

 
(946
)
Other, net
581

 
3,495

Net cash provided by (used for) investing activities
(3,259,672
)
 
(3,533,590
)
Financing activities
 
 
 
Increase (decrease) in deposits
2,616,219

 
1,321,398

Increase (decrease) in short-term borrowings
(966,928
)
 
833,741

Sale of deposits
(47,521
)
 

Proceeds from issuance of long-term debt
2,327,041

 
1,255,499

Maturity/redemption of long-term debt
(895,441
)
 
(204,346
)
Dividends paid on preferred stock
(23,901
)
 
(23,891
)
Dividends paid on common stock
(145,572
)
 
(121,253
)
Repurchases of common stock
(222,983
)
 
(299,720
)
Proceeds from stock options exercised
4,647

 
16,700


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Net proceeds from issuance of common stock

 
2,597

Other, net
17,078

 
2,369

Net cash provided by (used for) financing activities
2,662,639

 
2,783,094

Increase (decrease) in cash and cash equivalents
(196,207
)
 
(121,270
)
Cash and cash equivalents at beginning of period
1,220,565

 
1,001,132

Cash and cash equivalents at end of period
$
1,024,358

 
$
879,862

Supplemental disclosures:
 
Income taxes paid (refunded)
$
117,225

 
$
87,454

Interest paid
54,409

 
98,080

Non-cash activities
 
Loans transferred to held-for-sale from portfolio
347,656

 
85,022

Loans transferred to portfolio from held-for-sale
16,425

 
45,240

Transfer of loans to OREO
17,789

 
30,721

Dividends accrued, paid in subsequent quarter
53,436

 
46,580

See Notes to Unaudited Condensed Consolidated Financial Statements.


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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 2014 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.
2. ACCOUNTING STANDARDS UPDATE
ASU 2014-04—Receivables (Topic 310): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments were effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendment did not have a material impact on Huntington’s Unaudited Condensed Consolidated Financial Statements.
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 Consolidated Financial Statements.
ASU 2014-11—Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in the ASU require repurchase-to-maturity transactions to be recorded and accounted for as secured borrowings. Amendments to Topic 860 also require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty (i.e., a repurchase financing), which will result in secured borrowing accounting for the repurchase agreement, as well as additional required disclosures. The accounting amendments and disclosures are effective for interim and annual periods beginning after December 15, 2014. The disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings are required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The amendments did not have a material impact on Huntington’s Unaudited Condensed Consolidated Financial Statements.
ASU 2014-12—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments require that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. Specifically, if the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The amendments are effective for annual periods and interim periods within those annual

72

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periods beginning after December 15, 2015. Management is currently assessing the impact on Huntington’s Consolidated Financial Statements.
ASU 2014-14—Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. The amendments require a mortgage loan to be derecognized and a separate receivable to be recognized upon foreclosure if the loan has a government guarantee that is non-separable from the loan before foreclosure, the creditor has the ability and intent to convey the real estate property to the guarantor, and any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Additionally, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor upon foreclosure. The amendments were effective for annual periods and interim periods within those annual periods beginning after December 15, 2014. The amendments did not have a material impact on Huntington’s Unaudited Condensed Consolidated Financial Statements.
ASU 2015-02—Consolidation (Topic 810)—Amendments to the Consolidation Analysis. The amendment applies to entities in all industries and provides a new scope exception for registered money market funds and similar unregistered money market funds. It also makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity accounting guidance. The amendments are effective for annual periods beginning after December 15, 2015. Management is currently assessing the impact on Huntington’s Consolidated Financial Statements.
ASU 2015-03—Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs. This ASU was issued to simplify presentation of debt issuance costs. The amendments in this ASU require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Subsequently, the FASB issued ASU 2015-15 to amend the SEC paragraph related to debt issuance cost. The amendment applies to debt issuance costs related to a line-of-credit arrangement which may be presented as an asset. The cost related to the line-of credit should be subsequently amortized ratably over the term of the line-of-credit arrangement. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendment is not expected to have a material impact on Huntington’s Consolidated Financial Statements.
ASU 2015-10—Technical Corrections and Improvements. The technical corrections and improvements included in the ASU are 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 Codification that are minor in nature. One of the corrections is related to disclosure of fair value for non-recurring items. The ASU 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 shall clearly indicate that the fair value information presented is not as of the period’s end as well as the date or period that the measurement was taken. The technical correction is effective upon issuance. The correction in the ASU does not have a significant impact on Huntington’s Unaudited Condensed Consolidated Financial Statements.
ASU 2015-16 - Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this Update require that an acquirer 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 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. The Update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted.

3. 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

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and deferred loan fees and costs, which resulted in a net premium of $246.6 million and $230.2 million at September 30, 2015 and December 31, 2014, respectively.
Loan and Lease Portfolio Compositioln
The following table provides a detailed listing of Huntington’s loan and lease portfolio at September 30, 2015 and December 31, 2014:
(dollar amounts in thousands)
September 30,
2015
 
December 31,
2014
Loans and leases:
 
 
 
Commercial and industrial
$
20,039,429

 
$
19,033,146

Commercial real estate
5,404,274

 
5,197,403

Automobile
9,160,241

 
8,689,902

Home equity
8,460,989

 
8,490,915

Residential mortgage
6,071,356

 
5,830,609

Other consumer
519,620

 
413,751

Loans and leases
49,655,909

 
47,655,726

Allowance for loan and lease losses
(591,938
)
 
(605,196
)
Net loans and leases
$
49,063,971

 
$
47,050,530

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.
Huntington Technology Finance acquisition
On March 31, 2015, Huntington completed its acquisition of Macquarie Equipment Finance, which was re-branded Huntington Technology Finance. Lease receivables with a fair value of $838.6 million, including a lease residual value of approximately $200 million, were acquired by Huntington. These leases were recorded at fair value. The fair values for the leases were estimated using discounted cash flow analyses using interest rates currently being offered for leases with similar terms (Level 3), and reflected an estimate of credit and other risk associated with the leases.

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Camco Financial acquisition
On March 1, 2014, Huntington completed its acquisition of Camco Financial. Loans with a fair value of $559.4 million were transferred to Huntington.
Fidelity Bank acquisition
On March 30, 2012, Huntington acquired the loans of Fidelity Bank located in Dearborn, Michigan from the FDIC. Under the agreement, loans with a fair value of $523.9 million were acquired by Huntington.
Purchased Credit-Impaired Loans
Purchased loans with evidence of deterioration in credit quality since origination for which it is probable at acquisition that we will be unable to collect all contractually required payments are considered to be credit impaired. Purchased credit-impaired loans are initially recorded at fair value, which is estimated by discounting the cash flows expected to be collected at the acquisition date. Because the estimate of expected cash flows reflects an estimate of future credit losses expected to be incurred over the life of the loans, an allowance for credit losses is not recorded at the acquisition date. The excess of cash flows expected at acquisition over the estimated fair value, referred to as the accretable yield, is recognized in interest income over the remaining life of the loan, or pool of loans, on a level-yield basis. The difference between the contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. A subsequent decrease in the estimate of cash flows expected to be received on purchased credit-impaired loans generally results in the recognition of an allowance for credit losses. Subsequent increases in cash flows result in reversal of any nonaccretable difference (or allowance for loan and lease losses to the extent any has been recorded) with a positive impact on interest income subsequently recognized. The measurement of cash flows involves assumptions and judgments for interest rates, prepayments, default rates, loss severity, and collateral values. All of these factors are inherently subjective and significant changes in the cash flow estimates over the life of the loan can result.
The following table presents a rollforward of the accretable yield for purchased credit impaired loans by acquisition for the three-month and nine-month periods ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Fidelity Bank
 
 
 
 
 
 
 
Balance, beginning of period
$
19,312

 
$
24,596

 
$
19,388

 
$
27,995

Accretion
(2,818
)
 
(3,070
)
 
(8,682
)
 
(10,722
)
Reclassification (to) from nonaccretable difference
1,089

 
(6
)
 
6,877

 
4,247

Balance, end of period
$
17,583

 
$
21,520

 
$
17,583

 
$
21,520

Camco Financial
 
 
 
 
 
 
 
Balance, beginning of period
$
681

 
$
154

 
$
824

 
$

Impact of acquisition/purchase on March 1, 2014

 

 

 
143

Accretion
(106
)
 
(153
)
 
(1,357
)
 
(5,335
)
Reclassification (to) from nonaccretable difference
(393
)
 
816

 
715

 
6,009

Balance, end of period
$
182

 
$
817

 
$
182

 
$
817


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The allowance for loan losses recorded on the purchased credit-impaired loan portfolio at September 30, 2015 and December 31, 2014 was $0.7 million and $4.1 million, respectively. The following table reflects the ending and unpaid balances of all contractually required payments and carrying amounts of the acquired loans by acquisition at September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
(dollar amounts in thousands)
Ending
Balance
 
Unpaid
Balance
 
Ending
Balance
 
Unpaid
Balance
Fidelity Bank
 
 
 
 
 
 
 
Commercial and industrial
$
19,484

 
$
28,812

 
$
22,405

 
$
33,622

Commercial real estate
24,619

 
67,413

 
36,663

 
87,250

Residential mortgage
1,513

 
2,292

 
1,912

 
3,096

Other consumer
50

 
107

 
51

 
123

Total
$
45,666

 
$
98,624

 
$
61,031

 
$
124,091

Camco Financial
 
 
 
 
 
 
 
Commercial and industrial
$

 
$

 
$
823

 
$
1,685

Commercial real estate
1,156

 
1,499

 
1,708

 
3,826

Residential mortgage

 

 

 

Other consumer

 

 

 

Total
$
1,156

 
$
1,499

 
$
2,531

 
$
5,511

Loan Purchases and Sales
The following table summarizes portfolio loan purchase and sale activity for the three-month and nine-month periods ended September 30, 2015 and 2014. 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 September 30, 2015
$
180,036

 
$

 
$


 
$



 
$
57,388

 
$

 
$
237,424

Nine-month period ended September 30, 2015
224,532

 

 
262,037

(2)
 



 
164,425

 
$

 
650,994

Three-month period ended September 30, 2014
64,668

 

 

 
 



 
2,224

 
$

 
66,892

Nine-month period ended September 30, 2014
$
270,272

 
$

 
$

 
 
$



 
$
16,547

 
$

 
$
286,819

Portfolio loans and leases sold or transferred to loans held for sale during the:
Three-month period ended September 30, 2015
$
98,117

 
$

 
$

 
 
$
96,786

(3
)
 
$

 
$

 
$
194,903

Nine-month period ended September 30, 2015
284,019

 

 
1,026,195

(1)
 
96,786



 

 

 
1,407,000

Three-month period ended September 30, 2014
179,065

 

 

 
 



 

 

 
179,065

Nine-month period ended September 30, 2014
$
283,796

 
$
7,434

 
$

 
 
$



 
$

 
$
7,592

 
$
298,822

(1)
Reflects the transfer of approximately $1.0 billion automobile loans to loans held-for-sale at March 31, 2015.

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(2)
Includes loans Huntington no longer has the intent to sell and, therefore transferred back to the portfolio in the 2015 second quarter.
(3)
Reflects the transfer of approximately $96.8 million home equity TDRs from loans to loans held for sale at September 30, 2015.
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, 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 September 30, 2015 and December 31, 2014:

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(dollar amounts in thousands)
September 30,
2015
 
December 31,
2014
Commercial and industrial:
 
 
 
Owner occupied
$
42,231

 
$
41,285

Other commercial and industrial
115,671

 
30,689

Total commercial and industrial
157,902

 
71,974

Commercial real estate:
 
 
 
Retail properties
$
7,887

 
$
21,385

Multi family
9,183

 
9,743

Office
5,414

 
7,707

Industrial and warehouse
1,147

 
3,928

Other commercial real estate
3,885

 
5,760

Total commercial real estate
27,516

 
48,523

Automobile
5,551

 
4,623

Home equity:
 
 
 
Secured by first-lien
33,974

 
46,938

Secured by junior-lien
32,472

 
31,577

Total home equity
66,446

 
78,515

Residential mortgage
98,908

 
96,609

Other consumer
154

 

Total nonaccrual loans
$
356,477

 
$
300,244


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The following table presents an aging analysis of loans and leases, including past due loans, by loan class at September 30, 2015 and December 31, 2014: (1)
 
September 30, 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
$
5,500

 
$
3,742

 
$
11,195

 
$
20,437

 
$
4,056,263

 
$
4,076,700

 
$

 
Purchased credit-impaired
802

 
1,622

 
3,412

 
5,836

 
13,648

 
19,484

 
3,412

(3)
Other commercial and industrial
54,302

 
21,742

 
17,901

 
93,945

 
15,849,300

 
15,943,245

 
3,159

(2)
Total commercial and industrial
60,604

 
27,106

 
32,508

 
120,218

 
19,919,211

 
20,039,429

 
6,571

 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
10,095

 
297

 
3,769

 
14,161

 
1,408,479

 
1,422,640

 
$

 
Multi family
1,078

 
3,620

 
2,605

 
7,303

 
1,210,792

 
1,218,095

 

 
Office
5,889

 
1,094

 
2,211

 
9,194

 
916,636

 
925,830

 

 
Industrial and warehouse
22

 
146

 
369

 
537

 
535,228

 
535,765

 

 
Purchased credit-impaired
364

 
1,052

 
12,178

 
13,594

 
12,181

 
25,775

 
12,178

(3)
Other commercial real estate
188

 

 
3,137

 
3,325

 
1,272,844

 
1,276,169

 

 
Total commercial real estate
17,636

 
6,209

 
24,269

 
48,114

 
5,356,160

 
5,404,274

 
12,178

 
Automobile
58,391

 
14,051

 
6,934

 
79,376

 
9,080,865

 
9,160,241

 
6,873

 
Home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
13,269

 
7,241

 
26,321

 
46,831

 
5,110,070

 
5,156,901

 
4,207

 
Secured by junior-lien
21,693

 
10,523

 
32,952

 
65,168

 
3,238,920

 
3,304,088

 
6,557

 
Total home equity
34,962

 
17,764

 
59,273

 
111,999

 
8,348,990

 
8,460,989

 
10,764

 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
92,163

 
37,313

 
123,097

 
252,573

 
5,817,270

 
6,069,843

 
68,135

(4)
Purchased credit-impaired

 

 

 

 
1,513

 
1,513

 

 
Total residential mortgage
92,163

 
37,313

 
123,097

 
252,573

 
5,818,783

 
6,071,356

 
68,135

 
Other consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
6,411

 
1,547

 
1,241

 
9,199

 
510,371

 
519,570

 
1,087

 
Purchased credit-impaired

 

 

 

 
50

 
50

 

 
Total other consumer
6,411

 
1,547

 
1,241

 
9,199

 
510,421

 
519,620

 
1,087

 
Total loans and leases
$
270,167

 
$
103,990

 
$
247,322

 
$
621,479

 
$
49,034,430

 
$
49,655,909

 
$
105,608

 

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December 31, 2014
 
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
$
5,232

 
$
2,981

 
$
18,222

 
$
26,435

 
$
4,228,440

 
$
4,254,875

 
$

 
Purchased credit-impaired
846

 

 
4,937

 
5,783

 
17,445

 
23,228

 
4,937

(3)
Other commercial and industrial
15,330

 
1,536

 
9,101

 
25,967

 
14,729,076

 
14,755,043

 

 
Total commercial and industrial
21,408

 
4,517

 
32,260

 
58,185

 
18,974,961

 
19,033,146

 
4,937


Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
7,866

 

 
4,021

 
11,887

 
1,345,859

 
1,357,746

 
$

 
Multi family
1,517

 
312

 
3,337

 
5,166

 
1,085,250

 
1,090,416

 

 
Office
464

 
1,167

 
4,415

 
6,046

 
974,257

 
980,303

 

 
Industrial and warehouse
688

 

 
2,649

 
3,337

 
510,064

 
513,401

 

 
Purchased credit-impaired
89

 
289

 
18,793

 
19,171

 
19,200

 
38,371

 
18,793

(3)
Other commercial real estate
847

 
1,281

 
3,966

 
6,094

 
1,211,072

 
1,217,166

 

 
Total commercial real estate
11,471

 
3,049

 
37,181

 
51,701

 
5,145,702

 
5,197,403

 
18,793


Automobile
56,272

 
10,427

 
5,963

 
72,662

 
8,617,240

 
8,689,902

 
5,703

 
Home equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
15,036

 
8,085

 
33,014

 
56,135

 
5,072,669

 
5,128,804

 
4,471

 
Secured by junior-lien
22,473

 
12,297

 
33,406

 
68,176

 
3,293,935

 
3,362,111

 
7,688

 
Total home equity
37,509

 
20,382

 
66,420

 
124,311

 
8,366,604

 
8,490,915

 
12,159

 
Residential mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
102,702

 
42,009

 
139,379

 
284,090

 
5,544,607

 
5,828,697

 
88,052

(5)
Purchased credit-impaired

 

 

 

 
1,912

 
1,912

 

 
Total residential mortgage
102,702

 
42,009

 
139,379

 
284,090

 
5,546,519

 
5,830,609

 
88,052


Other consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
5,491

 
1,086

 
837

 
7,414

 
406,286

 
413,700

 
837

 
Purchased credit-impaired

 

 

 

 
51

 
51

 

 
Total other consumer
5,491

 
1,086

 
837

 
7,414

 
406,337

 
413,751

 
837

 
Total loans and leases
$
234,853

 
$
81,470

 
$
282,040

 
$
598,363

 
$
47,057,363

 
$
47,655,726

 
$
130,481

 
(1)
NALs are included in this aging analysis based on the loan’s past due status.
(2)
Amounts include Huntington Technology Finance administrative lease delinquencies.
(3)
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.
(4)
Includes $50,643 thousand guaranteed by the U.S. government.
(5)
Includes $55,012 thousand guaranteed by the U.S. government.

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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 greater than $1.0 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 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. Models utilized in the ALLL estimation process are subject to the Company’s model validation policies.
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.
During the 2015 first quarter, we reviewed our existing commercial and consumer credit models and enhanced certain processes and methods of ACL estimation. During this review, we analyzed the loss emergence periods used for consumer

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receivables collectively evaluated for impairment and, as a result, extended our loss emergence periods for products within these portfolios. As part of these enhancements to our credit reserve process, we evaluated the methods used to separately estimate economic risks inherent in our portfolios and decided to no longer utilize these separate estimation techniques. Economic risks are incorporated in our loss estimates elsewhere in our reserve calculation. The enhancements made to our credit reserve processes during the quarter allow for increased segmentation and analysis of the estimated incurred losses within our loan portfolios. The net ACL impact of these enhancements was immaterial.
During the 2015 third quarter, we reviewed our existing commercial and consumer credit models and completed a periodic reassessment of certain ACL assumptions.  Specifically, we updated our analysis of the loss emergence periods used for commercial receivables collectively evaluated for impairment.  Based on our observed portfolio experience, we extended our loss emergence periods for the C&I portfolio and CRE portfolios.  We also updated loss factors in our consumer home equity and residential mortgage portfolios based on more recently observed portfolio experience.  The net ACL impact of these enhancements was immaterial.
The following table presents ALLL and AULC activity by portfolio segment for the three-month and nine-month periods ended September 30, 2015 and 2014:
(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
Three-month period ended September 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
285,041

 
$
92,060

 
$
39,102

 
$
111,178

 
$
51,679

 
$
20,482

 
$
599,542

Loan charge-offs
(26,016
)
 
(3,976
)
 
(9,084
)
 
(10,164
)
 
(3,192
)
 
(8,443
)
 
(60,875
)
Recoveries of loans previously charged-off
16,158

 
17,797

 
4,176

 
4,295

 
1,182

 
1,104

 
44,712

Provision (reduction in allowance) for loan and lease losses
9,146

 
4,086

 
9,755

 
(13,406
)
 
(6,875
)
 
10,918

 
13,624

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

 

 

 
(5,065
)
 

 

 
(5,065
)
ALLL balance, end of period
$
284,329

 
$
109,967

 
$
43,949

 
$
86,838

 
$
42,794

 
$
24,061

 
$
591,938

AULC balance, beginning of period
$
41,849

 
$
5,778

 
$

 
$
2,522

 
$
17

 
$
5,205

 
$
55,371

Provision (reduction in allowance) for unfunded loan commitments and letters of credit
6,794

 
1,965

 

 
(619
)
 

 
712

 
8,852

AULC balance, end of period
$
48,643

 
$
7,743

 
$

 
$
1,903

 
$
17

 
$
5,917

 
$
64,223

ACL balance, end of period
$
332,972

 
$
117,710

 
$
43,949

 
$
88,741

 
$
42,811

 
$
29,978

 
$
656,161

Nine-month period ended September 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
286,995

 
$
102,839

 
$
33,466

 
$
96,413

 
$
47,211

 
$
38,272

 
$
605,196

Loan charge-offs
(62,841
)
 
(14,277
)
 
(24,878
)
 
(27,379
)
 
(11,665
)
 
(21,880
)
 
(162,920
)
Recoveries of loans previously charged-off
37,169

 
26,585

 
12,280

 
12,235

 
4,697

 
3,984

 
96,950

Provision (reduction in allowance) for loan and lease losses
23,006

 
(5,180
)
 
25,373

 
10,634

 
2,551

 
3,685

 
60,069

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

 

 
(2,292
)
 
(5,065
)
 

 

 
(7,357
)
ALLL balance, end of period
$
284,329

 
$
109,967

 
$
43,949

 
$
86,838

 
$
42,794

 
$
24,061

 
$
591,938

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
(345
)
 
1,702

 

 
(21
)
 
9

 
2,072

 
3,417

AULC balance, end of period
$
48,643

 
$
7,743

 
$

 
$
1,903

 
$
17

 
$
5,917

 
$
64,223

ACL balance, end of period
$
332,972

 
$
117,710

 
$
43,949

 
$
88,741

 
$
42,811

 
$
29,978

 
$
656,161


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Table of Contents

(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
Three-month period ended September 30, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
278,512

 
$
137,346

 
$
27,158

 
$
105,943

 
$
47,191

 
$
38,951

 
$
635,101

Loan charge-offs
(20,723
)
 
(4,664
)
 
(7,292
)
 
(9,584
)
 
(6,477
)
 
(9,771
)
 
(58,511
)
Recoveries of loans previously charged-off
8,136

 
10,671

 
3,316

 
3,136

 
1,049

 
2,180

 
28,488

Provision for (reduction in allowance) loan and lease losses
25,476

 
(27,881
)
 
7,550

 
880

 
10,895

 
9,038

 
25,958

Allowance for loans sold or transferred to loans held for sale

 

 

 

 

 

 

ALLL balance, end of period
$
291,401

 
$
115,472

 
$
30,732

 
$
100,375

 
$
52,658

 
$
40,398

 
$
631,036

AULC balance, beginning of period
$
44,750

 
$
7,530

 
$

 
$
1,977

 
$
8

 
$
2,662

 
$
56,927

Provision for (reduction in allowance) unfunded loan commitments and letters of credit
(1,545
)
 
(552
)
 

 
(18
)
 
2

 
635

 
(1,478
)
AULC balance, end of period
$
43,205

 
$
6,978

 
$

 
$
1,959

 
$
10

 
$
3,297

 
$
55,449

ACL balance, end of period
$
334,606

 
$
122,450

 
$
30,732

 
$
102,334

 
$
52,668

 
$
43,695

 
$
686,485

Nine-month period ended September 30, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
265,801

 
$
162,557

 
$
31,053

 
$
111,131

 
$
39,577

 
$
37,751

 
$
647,870

Loan charge-offs
(60,305
)
 
(17,772
)
 
(21,969
)
 
(43,844
)
 
(21,525
)
 
(24,934
)
 
(190,349
)
Recoveries of loans previously charged-off
28,515

 
26,957

 
10,425

 
13,218

 
4,832

 
4,750

 
88,697

Provision for (reduction in allowance) loan and lease losses
57,390

 
(56,270
)
 
11,223

 
19,870

 
29,774

 
23,958

 
85,945

Allowance for loans sold or transferred to loans held for sale

 

 

 

 

 
(1,127
)
 
(1,127
)
ALLL balance, end of period
$
291,401

 
$
115,472

 
$
30,732

 
$
100,375

 
$
52,658

 
$
40,398

 
$
631,036

AULC balance, beginning of period
$
49,596

 
$
9,891

 
$

 
$
1,763

 
$
9

 
$
1,640

 
$
62,899

Provision for (reduction in allowance) unfunded loan commitments and letters of credit
(6,391
)
 
(2,913
)
 

 
196

 
1

 
1,657

 
(7,450
)
AULC balance, end of period
$
43,205

 
$
6,978

 
$

 
$
1,959

 
$
10

 
$
3,297

 
$
55,449

ACL balance, end of period
$
334,606

 
$
122,450

 
$
30,732

 
$
102,334

 
$
52,668

 
$
43,695

 
$
686,485

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 charged-off or written down to net realizable value at 90-days past due. Automobile loans and other consumer loans are charged-off or written down to net realizable value 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.

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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 September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
Credit Risk Profile by UCS Classification
(dollar amounts in thousands)
Pass
 
OLEM
 
Substandard
 
Doubtful
 
Total
Commercial and industrial:
 
 
 
 
 
 
 
 
 
Owner occupied
$
3,763,002

 
$
96,338

 
$
213,755

 
$
3,605

 
$
4,076,700

Purchased credit-impaired
4,321

 
641

 
14,522

 

 
19,484

Other commercial and industrial
15,031,737

 
289,321

 
616,708

 
5,479

 
15,943,245

Total commercial and industrial
18,799,060

 
386,300

 
844,985

 
9,084

 
20,039,429

Commercial real estate:
 
 
 
 
 
 
 
 
 
Retail properties
1,372,078

 
10,659

 
39,903

 

 
1,422,640

Multi family
1,162,776

 
32,220

 
22,733

 
366

 
1,218,095

Office
861,564

 
27,713

 
35,267

 
1,286

 
925,830

Industrial and warehouse
527,047

 
268

 
8,374

 
76

 
535,765

Purchased credit-impaired
8,333

 
189

 
15,456

 
1,797

 
25,775

Other commercial real estate
1,240,034

 
7,114

 
28,460

 
561

 
1,276,169

Total commercial real estate
5,171,832

 
78,163

 
150,193

 
4,086

 
5,404,274

 
Credit Risk Profile by FICO Score (1)
 
750+
 
650-749
 
<650
 
Other (2)
 
Total
Automobile
4,465,597

 
3,388,521

 
1,053,464

 
252,659

 
9,160,241

Home equity:
 
 
 
 
 
 
 
 
 
Secured by first-lien
3,314,317

 
1,436,522

 
252,179

 
153,883

 
5,156,901

Secured by junior-lien
1,829,202

 
1,035,173

 
336,424

 
103,289

 
3,304,088

Total home equity
5,143,519

 
2,471,695

 
588,603

 
257,172

 
8,460,989

Residential mortgage:
 
 
 
 
 
 
 
 
 
Residential mortgage
3,563,718

 
1,859,268

 
602,172

 
44,685

 
6,069,843

Purchased credit-impaired
422

 
731

 
360

 

 
1,513

Total residential mortgage
3,564,140

 
1,859,999

 
602,532

 
44,685

 
6,071,356

Other consumer:
 
 
 
 
 
 
 
 
 
Other consumer
216,820

 
248,734

 
48,239

 
5,777

 
519,570

Purchased credit-impaired

 
50

 

 

 
50

Total other consumer
$
216,820

 
$
248,784

 
$
48,239

 
$
5,777

 
$
519,620


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December 31, 2014
 
Credit Risk Profile by UCS Classification
(dollar amounts in thousands)
Pass
 
OLEM
 
Substandard
 
Doubtful
 
Total
Commercial and industrial:
 
 
 
 
 
 
 
 
 
Owner occupied
$
3,959,046

 
$
117,637

 
$
175,767

 
$
2,425

 
$
4,254,875

Purchased credit-impaired
3,915

 
741

 
14,901

 
3,671

 
23,228

Other commercial and industrial
13,925,334

 
386,666

 
440,036

 
3,007

 
14,755,043

Total commercial and industrial
17,888,295

 
505,044

 
630,704

 
9,103

 
19,033,146

Commercial real estate:
 
 
 
 
 
 
 
 
 
Retail properties
1,279,064

 
10,204

 
67,911

 
567

 
1,357,746

Multi family
1,044,521

 
12,608

 
32,322

 
965

 
1,090,416

Office
902,474

 
33,107

 
42,578

 
2,144

 
980,303

Industrial and warehouse
487,454

 
7,877

 
17,781

 
289

 
513,401

Purchased credit-impaired
6,914

 
803

 
25,460

 
5,194

 
38,371

Other commercial real estate
1,166,293

 
9,635

 
40,019

 
1,219

 
1,217,166

Total commercial real estate
4,886,720

 
74,234

 
226,071

 
10,378

 
5,197,403

 
Credit Risk Profile by FICO Score (1)
 
750+
 
650-749
 
<650
 
Other (2)
 
Total
Automobile
4,165,811

 
3,249,141

 
1,028,381

 
246,569

 
8,689,902

Home equity:
 
 
 
 
 
 
 
 
 
Secured by first-lien
3,255,088

 
1,426,191

 
283,152

 
164,373

 
5,128,804

Secured by junior-lien
1,832,663

 
1,095,332

 
348,825

 
85,291

 
3,362,111

Total home equity
5,087,751

 
2,521,523

 
631,977

 
249,664

 
8,490,915

Residential mortgage
 
 
 
 
 
 
 
 
 
Residential mortgage
3,285,310

 
1,785,137

 
666,562

 
91,688

 
5,828,697

Purchased credit-impaired
594

 
1,135

 
183

 

 
1,912

Total residential mortgage
3,285,904

 
1,786,272

 
666,745

 
91,688

 
5,830,609

Other consumer
 
 
 
 
 
 
 
 
 
Other consumer
195,128

 
187,781

 
30,582

 
209

 
413,700

Purchased credit-impaired

 
51

 

 

 
51

Total other consumer
$
195,128

 
$
187,832

 
$
30,582

 
$
209

 
$
413,751

(1)
Reflects currently updated 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 outstanding balance of $1.0 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. 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.
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

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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. The consumer portfolios are assessed on a pooled basis using a discounted cash flow basis.
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, 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 September 30, 2015 and December 31, 2014:
(dollar amounts in thousands)
Commercial
and
Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
ALLL at September 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
547

 
$
42

 
$

 
$

 
$
70

 
$

 
$
659

Attributable to loans individually evaluated for impairment
12,824

 
10,458

 
1,446

 
21,346

 
10,186

 
142

 
56,402

Attributable to loans collectively evaluated for impairment
270,958

 
99,467

 
42,503

 
65,492

 
32,538

 
23,919

 
534,877

Total ALLL balance
$
284,329

 
$
109,967

 
$
43,949

 
$
86,838

 
$
42,794

 
$
24,061

 
$
591,938

Loan and Lease Ending Balances at September 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
Portion of loan and lease ending balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
19,484

 
$
25,775

 
$

 
$

 
$
1,513

 
$
50

 
$
46,822

Individually evaluated for impairment
454,648

 
134,397

 
29,938

 
240,886

 
383,718

 
4,720

 
1,248,307

Collectively evaluated for impairment
19,565,297

 
5,244,102

 
9,130,303

 
8,220,103

 
5,686,125

 
514,850

 
48,360,780

Total loans and leases evaluated for impairment
$
20,039,429


$
5,404,274


$
9,160,241


$
8,460,989


$
6,071,356


$
519,620


$
49,655,909

(dollar amounts in thousands)
Commercial
and
Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
ALLL at December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
3,846

 
$

 
$

 
$

 
$
8

 
$
245

 
$
4,099

Attributable to loans individually evaluated for impairment
11,049

 
18,887

 
1,531

 
26,027

 
16,535

 
214

 
74,243

Attributable to loans collectively evaluated for impairment
272,100

 
83,952

 
31,935

 
70,386

 
30,668

 
37,813

 
526,854

Total ALLL balance:
$
286,995

 
$
102,839

 
$
33,466

 
$
96,413

 
$
47,211

 
$
38,272

 
$
605,196

Loan and Lease Ending Balances at December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Portion of loan and lease ending balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
23,228

 
$
38,371

 
$

 
$

 
$
1,912

 
$
51

 
$
63,562

Individually evaluated for impairment
216,993

 
217,262

 
30,612

 
310,446

 
369,577

 
4,088

 
1,148,978

Collectively evaluated for impairment
18,792,925

 
4,941,770

 
8,659,290

 
8,180,469

 
5,459,120

 
409,612

 
46,443,186

Total loans and leases evaluated for impairment
$
19,033,146

 
$
5,197,403

 
$
8,689,902

 
$
8,490,915

 
$
5,830,609

 
$
413,751

 
$
47,655,726


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Table of Contents

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)
 
September 30, 2015
 
Three Months Ended September 30, 2015
 
Nine Months Ended September 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
$
45,595

 
$
55,449

 
$

 
$
42,137

 
$
149

 
$
25,142

 
$
296

Purchased credit-impaired

 

 

 

 

 

 

Other commercial and industrial
101,805

 
132,213

 

 
90,885

 
561

 
68,114

 
1,398

Total commercial and industrial
147,400


187,662


$


133,022


710


93,256


1,694

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
42,412

 
64,421

 

 
45,483

 
526

 
51,315

 
1,485

Multi family

 

 

 

 

 

 

Office
9,112

 
12,993

 

 
8,815

 
34

 
7,336

 
151

Industrial and warehouse
2,018

 
2,039

 

 
673

 
10

 
400

 
17

Purchased credit-impaired

 

 

 

 

 

 

Other commercial real estate
2,250

 
2,282

 

 
1,956

 
20

 
2,716

 
81

Total commercial real estate
55,792


81,735




56,927


590


61,767


1,734

Other consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer

 

 

 

 

 

 

Purchased credit-impaired
50

 
107

 

 
50

 
3

 
51

 
11

Total other consumer
$
50


$
107


$


$
50


$
3


$
51


$
11

 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial: (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
$
57,048

 
$
67,187

 
$
3,544

 
$
53,136

 
$
524

 
$
54,622

 
$
1,458

Purchased credit-impaired
19,484

 
28,812

 
547

 
19,803

 
1,216

 
21,053

 
4,176

Other commercial and industrial
250,200

 
264,320

 
9,280

 
225,478

 
1,680

 
185,312

 
4,054

Total commercial and industrial
326,732

 
360,319

 
13,371

 
298,417

 
3,420

 
260,987

 
9,688

Commercial real estate: (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
20,938

 
25,945

 
3,175

 
32,387

 
332

 
39,074

 
1,112

Multi family
14,388

 
19,067

 
1,506

 
15,320

 
161

 
15,582

 
515

Office
12,508

 
16,324

 
1,122

 
20,639

 
201

 
37,272

 
1,214

Industrial and warehouse
6,266

 
6,751

 
1,014

 
6,296

 
84

 
6,949

 
246

Purchased credit-impaired
25,775

 
68,912

 
42

 
26,684

 
1,611

 
31,770

 
5,531

Other commercial real estate
24,505

 
30,567

 
3,641

 
25,368

 
306

 
27,974

 
994

Total commercial real estate
104,380

 
167,566

 
10,500

 
126,694

 
2,695

 
158,621

 
9,612

Automobile
29,938

 
30,470

 
1,446

 
29,371

 
554

 
29,878

 
1,659

Home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
48,690

 
53,885

 
3,984

 
99,474

 
417

 
123,010

 
3,716

Secured by junior-lien
192,196

 
225,689

 
17,362

 
189,211

 
2,308

 
179,798

 
6,525

Total home equity
240,886

 
279,574

 
21,346

 
288,685

 
2,725

 
302,808

 
10,241

Residential mortgage (6):
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
383,718

 
426,569

 
10,186

 
374,250

 
3,209

 
372,946

 
9,309


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Purchased credit-impaired
1,513

 
2,292

 
70

 
1,776

 
94

 
1,908

 
321

Total residential mortgage
385,231

 
428,861

 
10,256

 
376,026

 
3,303

 
374,854

 
9,630

Other consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
4,720

 
4,753

 
142

 
4,801

 
64

 
4,683

 
191

Purchased credit-impaired

 

 

 

 

 

 

Total other consumer
$
4,720

 
$
4,753

 
$
142

 
$
4,801

 
$
64

 
$
4,683

 
$
191


 
December 31, 2014
 
Three Months Ended
September 30, 2014
 
Nine Months Ended
September 30, 2014
(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
$
13,536

 
$
13,536

 
$

 
$
5,365

 
$
50

 
$
4,650

 
$
134

Purchased credit-impaired

 

 

 

 

 

 

Other commercial and industrial
24,309

 
26,858

 

 
5,137

 
70

 
6,768

 
256

Total commercial and industrial
37,845


40,394


$


10,502


120


11,418


390

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
61,915

 
91,627

 

 
50,023

 
617

 
53,117

 
1,854

Multi family

 

 

 

 

 

 

Office
1,130

 
3,574

 

 
4,040

 
49

 
4,280

 
279

Industrial and warehouse
3,447

 
3,506

 

 
3,619

 
45

 
5,940

 
221

Purchased credit-impaired
38,371

 
91,075

 

 

 

 

 

Other commercial real estate
6,608

 
6,815

 

 
7,962

 
85

 
6,879

 
221

Total commercial real estate
111,471


196,597




65,644


796


70,216


2,575

Other consumer

 

 

 

 

 

 

Purchased credit-impaired

 

 

 
53

 
2

 
91

 
11

Total other consumer
$


$


$


$
53


$
2


$
91


$
11

 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial: (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
$
44,869

 
$
53,639

 
$
4,220

 
$
39,001

 
$
383

 
$
39,653

 
$
1,172

Purchased credit-impaired
23,228

 
35,307

 
3,846

 
33,056

 
1,306

 
34,509

 
6,508

Other commercial and industrial
134,279

 
162,908

 
6,829

 
108,856

 
658

 
79,925

 
1,937

Total commercial and industrial
202,376

 
251,854

 
14,895

 
180,913

 
2,347

 
154,087

 
9,617

Commercial real estate: (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
37,081

 
38,397

 
3,536

 
67,589

 
505

 
66,780

 
1,569

Multi family
17,277

 
23,725

 
2,339

 
17,551

 
172

 
16,472

 
488

Office
52,953

 
56,268

 
8,399

 
53,262

 
624

 
52,981

 
1,771

Industrial and warehouse
8,888

 
10,396

 
720

 
9,279

 
90

 
9,198

 
199

Purchased credit-impaired

 

 

 
49,979

 
1,813

 
64,688

 
9,034

Other commercial real estate
27,963

 
33,472

 
3,893

 
41,661

 
469

 
45,316

 
1,483

Total commercial real estate
144,162

 
162,258

 
18,887

 
239,321

 
3,673

 
255,435

 
14,544

Automobile
30,612

 
32,483

 
1,531

 
36,209

 
632

 
35,643

 
2,034

Home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
145,566

 
157,978

 
8,296

 
131,301

 
1,391

 
121,861

 
4,001

Secured by junior-lien
164,880

 
208,118

 
17,731

 
144,919

 
1,678

 
124,254

 
4,539


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Total home equity
310,446

 
366,096

 
26,027

 
276,220

 
3,069

 
246,115

 
8,540

Residential mortgage (6):
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
369,577

 
415,280

 
16,535

 
391,288

 
2,813

 
384,787

 
8,661

Purchased credit-impaired
1,912

 
3,096

 
8

 
2,369

 
101

 
2,373

 
504

Total residential mortgage
371,489

 
418,376

 
16,543

 
393,657

 
2,914

 
387,160

 
9,165

Other consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
4,088

 
4,209

 
214

 
3,502

 
53

 
2,473

 
146

Purchased credit-impaired
51

 
123

 
245

 

 

 

 

Total other consumer
$
4,139

 
$
4,332

 
$
459

 
$
3,502

 
$
53

 
$
2,473

 
$
146

(1)
These tables do not include loans fully charged-off or transferred to loans held for sale.
(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 September 30, 2015, $95,616 thousand of the $326,732 thousand commercial and industrial loans with an allowance recorded were considered impaired due to their status as a TDR. At December 31, 2014, $62,737 thousand of the $202,376 thousand commercial and industrial loans with an allowance recorded were considered impaired due to their status as a TDR.
(4)
At September 30, 2015, $45,578 thousand of the $104,380 thousand commercial real estate loans with an allowance recorded were considered impaired due to their status as a TDR. At December 31, 2014, $27,423 thousand of the $144,162 thousand 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 September 30, 2015, $31,767 thousand of the $385,231 thousand residential mortgages loans with an allowance recorded were guaranteed by the U.S. government. At December 31, 2014, $24,470 thousand of the $371,489 thousand 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.
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.

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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 nine-month periods ended September 30, 2015 and 2014, 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 to refinance elsewhere, as well as 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. 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, but could also include an increase in the interest rate. In these instances, the primary concession is the maturity date extension.
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

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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 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 sustaining sufficient cash flows for a 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 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 nine-month periods ended September 30, 2015 and 2014:
 
New Troubled Debt Restructurings During The Three-Month Period Ended (1)
 
September 30, 2015
 
September 30, 2014
(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

 
$
360

 
$

Amortization or maturity date change
60

 
29,433

 
303

 
27

 
11,562

 
132

Other

 

 

 
1

 
91

 

Total C&I—Owner occupied
60


29,433


303


30


12,013


132

C&I—Other commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
2

 
89

 
(7
)
 
2

 
4,076

 
(14
)
Amortization or maturity date change
157

 
104,923

 
4,523

 
78

 
35,952

 
(202
)
Other
2

 
338

 
4

 
6

 
683

 
(6
)
Total C&I—Other commercial and industrial
161

 
105,350

 
4,520

 
86

 
40,711

 
(222
)
CRE—Retail properties:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
1

 
124

 
(1
)
Amortization or maturity date change
8

 
4,360

 
(125
)
 
7

 
1,997

 
(4
)
Other

 

 

 

 

 

Total CRE—Retail properties
8


4,360


(125
)

8


2,121


(5
)

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CRE—Multi family:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
9

 
2,744

 
(75
)
Amortization or maturity date change
6

 
1,296

 
320

 
9

 
5,724

 
(3
)
Other

 

 

 
3

 
470

 
(4
)
Total CRE—Multi family
6


1,296


320


21


8,938


(82
)
CRE—Office:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
356

 
6

 

 

 

Amortization or maturity date change
7

 
26,259

 
178

 
6

 
2,575

 
(7
)
Other

 

 

 
1

 
10,564

 
328

Total CRE—Office
8


26,615


184


7


13,139


321

CRE—Industrial and warehouse:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
4

 
2,692

 
(30
)
 
9

 
3,610

 
(45
)
Other

 

 

 

 

 

Total CRE—Industrial and Warehouse
4


2,692


(30
)

9


3,610


(45
)
CRE—Other commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
3

 
205

 
95

Amortization or maturity date change
5

 
934

 
40

 
3

 
1,762

 
(6
)
Other

 

 

 

 

 

Total CRE—Other commercial real estate
5

 
934

 
40

 
6

 
1,967

 
89

Automobile:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
5

 
6

 

 
7

 
199

 
2

Amortization or maturity date change
401

 
3,445

 
157

 
381

 
2,531

 
34

Chapter 7 bankruptcy
331

 
2,585

 
84

 
165

 
1,420

 
34

Other

 

 

 

 

 

Total Automobile
737

 
6,036

 
241

 
553

 
4,150

 
70

Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
3

 
686

 
(4
)
 
7

 
633

 
10

Amortization or maturity date change
261

 
27,553

 
(147
)
 
64

 
7,723

 
(37
)
Chapter 7 bankruptcy
37

 
3,888

 
5

 
33

 
3,082

 
128

Other
3

 
254

 

 
1

 
106

 

Total Residential mortgage
304

 
32,381

 
(146
)
 
105

 
11,544

 
101

First-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
11

 
800

 
36

 
29

 
2,730

 
42

Amortization or maturity date change
57

 
4,863

 
(147
)
 
69

 
5,518

 
(316
)
Chapter 7 bankruptcy
40

 
2,288

 
99

 
24

 
1,988

 
104

Other

 

 

 

 

 

Total First-lien home equity
108

 
7,951

 
(12
)
 
122

 
10,236

 
(170
)
Junior-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
7

 
301

 
24

 
3

 
320

 
15


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Amortization or maturity date change
364

 
13,979

 
(2,029
)
 
412

 
16,092

 
(2,140
)
Chapter 7 bankruptcy
61

 
552

 
1,035

 
49

 
750

 
710

Other

 

 

 

 

 

Total Junior-lien home equity
432

 
14,832

 
(970
)
 
464

 
17,162

 
(1,415
)
Other consumer:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
96

 
3

 
1

 

 

Amortization or maturity date change
1

 
2

 

 
14

 
642

 
33

Chapter 7 bankruptcy
2

 
13

 

 
2

 
5

 

Other

 

 

 

 

 

Total Other consumer
4

 
111

 
3

 
17

 
647

 
33

Total new troubled debt restructurings
1,837

 
$
231,991

 
$
4,328

 
1,428

 
$
126,238

 
$
(1,193
)
(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 Nine-Month Period Ended (1)
 
September 30, 2015
 
September 30, 2014
(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
3

 
$
235

 
$
(2
)
 
17

 
$
2,141

 
$
21

Amortization or maturity date change
161

 
76,400

 
(1,799
)
 
64

 
19,899

 
70

Other
3

 
613

 
(29
)
 
5

 
1,906

 
(35
)
Total C&I—Owner occupied
167

 
77,248

 
(1,830
)
 
86

 
23,946

 
56

C&I—Other commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
7

 
524

 
3

 
21

 
49,557

 
(1,936
)
Amortization or maturity date change
427

 
341,148

 
(76,078
)
 
187

 
89,331

 
156

Other
8

 
28,850

 
(430
)
 
16

 
7,354

 
(75
)
Total C&I—Other commercial and industrial
442

 
370,522

 
(76,505
)
 
224

 
146,242

 
(1,855
)
CRE—Retail properties:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
1,657

 
(11
)
 
4

 
11,229

 
420

Amortization or maturity date change
20

 
15,333

 
(1,658
)
 
17

 
24,147

 
(185
)
Other

 

 

 
9

 
13,765

 
(35
)
Total CRE—Retail properties
21

 
16,990

 
(1,669
)
 
30

 
49,141

 
200

CRE—Multi family:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
90

 

 
20

 
3,484

 
(75
)
Amortization or maturity date change
36

 
11,532

 
291

 
20

 
6,104

 
(5
)
Other
8

 
216

 
(6
)
 
7

 
4,770

 
57

Total CRE—Multi family
45

 
11,838

 
285

 
47

 
14,358

 
(23
)
CRE—Office:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
356

 
7

 
2

 
120

 
(1
)

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Amortization or maturity date change
19

 
57,332

 
250

 
16

 
11,791

 
(367
)
Other
1

 
30

 
(2
)
 
5

 
35,476

 
(3,153
)
Total CRE—Office
21

 
57,718

 
255

 
23

 
47,387

 
(3,521
)
CRE—Industrial and warehouse:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
2

 
4,046

 

Amortization or maturity date change
9

 
5,078

 
61

 
14

 
7,166

 
167

Other

 

 

 
1

 
977

 

Total CRE—Industrial and Warehouse
9

 
5,078

 
61

 
17

 
12,189

 
167

CRE—Other commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
8

 
5,224

 
146

Amortization or maturity date change
22

 
8,665

 
66

 
47

 
74,767

 
(2,781
)
Other
2

 
234

 
(22
)
 
2

 
926

 
(1
)
Total CRE—Other commercial real estate
24

 
8,899

 
44

 
57

 
80,917

 
(2,636
)
Automobile:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
30

 
48

 
2

 
55

 
627

 
10

Amortization or maturity date change
1,213

 
8,929

 
411

 
1,550

 
9,758

 
61

Chapter 7 bankruptcy
621

 
4,946

 
245

 
483

 
3,791

 
(7
)
Other

 

 

 

 

 

Total Automobile
1,864

 
13,923

 
658

 
2,088

 
14,176

 
64

Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
12

 
1,423

 
(60
)
 
22

 
2,866

 
(14
)
Amortization or maturity date change
454

 
50,827

 
(342
)
 
281

 
39,025

 
518

Chapter 7 bankruptcy
106

 
10,948

 
(126
)
 
150

 
15,573

 
503

Other
9

 
962

 

 
4

 
405

 
5

Total Residential mortgage
581

 
64,160

 
(528
)
 
457

 
57,869

 
1,012

First-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
32

 
3,379

 
104

 
124

 
10,696

 
646

Amortization or maturity date change
171

 
14,906

 
(775
)
 
204

 
16,682

 
(647
)
Chapter 7 bankruptcy
88

 
5,143

 
233

 
67

 
4,410

 
204

Other

 

 

 

 

 

Total First-lien home equity
291

 
23,428

 
(438
)
 
395

 
31,788

 
203

Junior-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
15

 
650

 
45

 
171

 
6,142

 
185

Amortization or maturity date change
1,130

 
48,563

 
(7,580
)
 
1,045

 
41,177

 
(5,732
)
Chapter 7 bankruptcy
169

 
1,977

 
3,280

 
152

 
2,363

 
2,148

Other

 

 

 

 

 

Total Junior-lien home equity
1,314

 
51,190

 
(4,255
)
 
1,368

 
49,682

 
(3,399
)
Other consumer:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
96

 
3

 
1

 

 


94

Table of Contents

Amortization or maturity date change
7

 
130

 
6

 
44

 
1,777

 
11

Chapter 7 bankruptcy
7

 
58

 
9

 
21

 
446

 
(51
)
Other

 

 

 

 

 

Total Other consumer
15

 
284

 
18

 
66

 
2,223

 
(40
)
Total new troubled debt restructurings
4,794

 
$
701,278

 
$
(83,904
)
 
4,858

 
$
529,918

 
$
(9,772
)
(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.
Any loan within any portfolio or class is considered to be in payment redefault at 90-days past due.
The following tables present TDRs that have defaulted within one year of modification during the three-month and nine-month periods ended September 30, 2015 and 2014:
 
Troubled Debt Restructurings That Have Redefaulted (1)
Within One Year of Modification During The Three Months Ended
 
September 30, 2015
 
September 30, 2014
(dollar amounts in thousands)
Number of
Contracts
 
Ending
Balance
 
Number of
Contracts
 
Ending
Balance
C&I—Owner occupied:
 
 
 
 
 
 
 
Interest rate reduction

 
$

 

 
$

Amortization or maturity date change
2

 
328

 
2

 
388

Other

 

 

 

Total C&I—Owner occupied
2

 
328

 
2

 
388

C&I—Other commercial and industrial:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change
11

 
964

 
3

 
88

Other

 

 

 

Total C&I—Other commercial and industrial
11

 
964

 
3

 
88

CRE—Retail Properties:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change

 

 

 

Other

 

 

 

Total CRE—Retail properties

 

 

 

CRE—Multi family:
 
 
 
 
 
 
 
Interest rate reduction


 


 

 

Amortization or maturity date change
2

 
443

 
1

 
138

Other
1

 
140

 

 

Total CRE—Multi family
3

 
583

 
1

 
138

CRE—Office:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change
1

 
1,596

 

 

Other

 

 

 

Total CRE—Office
1

 
1,596

 

 

CRE—Industrial and Warehouse:
 
 
 
 
 
 
 
Interest rate reduction

 

 
1

 
1,339

Amortization or maturity date change

 

 

 

Other

 

 

 

Total CRE—Industrial and Warehouse

 

 
1

 
1,339


95

Table of Contents

CRE—Other commercial real estate:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change
1

 
93

 
1

 
197

Other

 

 

 

Total CRE—Other commercial real estate
1

 
93

 
1

 
197

Automobile:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change
12

 
99

 
13

 
144

Chapter 7 bankruptcy
2

 
10

 
5

 
31

Other

 

 

 

Total Automobile
14

 
109

 
18

 
175

Residential mortgage:
 
 
 
 
 
 
 
Interest rate reduction
2

 
178

 
1

 
118

Amortization or maturity date change
19

 
1,624

 
20

 
2,300

Chapter 7 bankruptcy
3

 
310

 
10

 
1,007

Other

 

 

 

Total Residential mortgage
24

 
2,112

 
31

 
3,425

First-lien home equity:
 
 
 
 
 
 
 
Interest rate reduction
3

 
232

 
1

 
39

Amortization or maturity date change

 

 
6

 
998

Chapter 7 bankruptcy
3

 
265

 
6

 
243

Other

 

 

 

Total First-lien home equity
6

 
497

 
13

 
1,280

Junior-lien home equity:
 
 
 
 
 
 
 
Interest rate reduction
1

 
214

 

 

Amortization or maturity date change
7

 
220

 
8

 
578

Chapter 7 bankruptcy
2

 

 
15

 
24

Other

 

 

 

Total Junior-lien home equity
10

 
434

 
23

 
602

Other consumer:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change

 

 

 

Chapter 7 bankruptcy

 

 

 

Other

 

 

 

Total Other consumer

 

 

 

Total troubled debt restructurings with subsequent redefault
72

 
$
6,716

 
93

 
$
7,632

(1)
Subsequent redefault is defined as a payment redefault within 12 months of the restructuring date. Payment redefault is defined as 90-days past due for any loan within any portfolio or class. Any loan may be considered to be in payment redefault prior to the guidelines noted above when collection of principal or interest is in doubt.
 
Troubled Debt Restructurings That Have Redefaulted (1)
Within One Year of Modification During The Nine Months Ended
 
September 30, 2015
 
September 30, 2014
(dollar amounts in thousands)
Number of
Contracts
 
Ending
Balance
 
Number of
Contracts
 
Ending
Balance
C&I—Owner occupied:
 
 
 
 
 
 
 
Interest rate reduction

 
$

 

 
$


96

Table of Contents

Amortization or maturity date change
5

 
900

 
4

 
788

Other

 

 
1

 
230

Total C&I—Owner occupied
5


900


5


1,018

C&I—Other commercial and industrial:
 
 
 
 
 
 
 
Interest rate reduction
1

 
27

 

 

Amortization or maturity date change
21

 
2,650

 
10

 
1,132

Other

 

 

 

Total C&I—Other commercial and industrial
22


2,677


10


1,132

CRE—Retail Properties:
 
 
 
 
 
 
 
Interest rate reduction
1

 
47

 

 

Amortization or maturity date change
1

 
6,482

 

 

Other

 

 

 

Total CRE—Retail properties
2


6,529





CRE—Multi family:
 
 
 
 
 
 
 
Interest rate reduction

 
$

 

 

Amortization or maturity date change
10

 
1,354

 
2

 
350

Other
1

 
140

 

 

Total CRE—Multi family
11


1,494


2


350

CRE—Office:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change
3

 
2,984

 
1

 
493

Other

 

 

 

Total CRE—Office
3


2,984


1


493

CRE—Industrial and Warehouse:
 
 
 
 
 
 
 
Interest rate reduction

 

 
1

 
1,339

Amortization or maturity date change

 

 

 

Other

 

 

 

Total CRE—Industrial and Warehouse




1


1,339

CRE—Other commercial real estate:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change
1

 
93

 
2

 
758

Other

 

 

 

Total CRE—Other commercial real estate
1


93


2


758

Automobile:
 
 
 
 
 
 
 
Interest rate reduction
1

 
4

 

 

Amortization or maturity date change
24

 
298

 
39

 
326

Chapter 7 bankruptcy
16

 
133

 
42

 
262

Other

 

 

 

Total Automobile
41

 
435

 
81

 
588

Residential mortgage:
 
 
 
 
 
 
 
Interest rate reduction
3

 
239

 
4

 
468

Amortization or maturity date change
45

 
4,225

 
64

 
7,354

Chapter 7 bankruptcy
7

 
699

 
33

 
2,952

Other

 

 

 

Total Residential mortgage
55

 
5,163

 
101

 
10,774

First-lien home equity:
 
 
 
 
 
 
 

97

Table of Contents

Interest rate reduction
4

 
387

 
3

 
202

Amortization or maturity date change
4

 
258

 
14

 
1,928

Chapter 7 bankruptcy
26

 
2,191

 
14

 
843

Other

 

 

 

Total First-lien home equity
34

 
2,836

 
31

 
2,973

Junior-lien home equity:
 
 
 
 
 
 
 
Interest rate reduction
3

 
411

 

 

Amortization or maturity date change
27

 
1,018

 
22

 
1,276

Chapter 7 bankruptcy
14

 
401

 
37

 
620

Other

 

 

 

Total Junior-lien home equity
44

 
1,830

 
59

 
1,896

Other consumer:
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

Amortization or maturity date change

 

 

 

Chapter 7 bankruptcy

 

 

 

Other

 

 

 

Total Other consumer

 

 

 

Total troubled debt restructurings with subsequent redefault
218

 
$
24,941

 
293

 
$
21,321

(1)
Subsequent redefault is defined as a payment redefault within 12 months of the restructuring date. Payment redefault is defined as 90-days past due for any loan in any portfolio or class. Any loan in any portfolio or class may be considered to be in payment redefault prior to the guidelines noted above when collection of principal or interest is in doubt.
Pledged Loans and Leases
At September 30, 2015, the Bank has access to the Federal Reserve’s discount window and advances from the FHLB – Cincinnati. As of September 30, 2015, these borrowings and advances are secured by $17.2 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 September 30, 2015, the debt is secured by $221.1 million of leases held by the trusts.

4. AVAILABLE-FOR-SALE AND OTHER SECURITIES
Listed below are the contractual maturities (under 1 year, 1-5 years, 6-10 years, and over 10 years) of available-for-sale and other securities at September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
(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
$
8,583

 
$
8,585

 
$

 
$

After 1 year through 5 years
5,451

 
5,510

 
5,435

 
5,452

After 5 years through 10 years

 

 

 

After 10 years

 

 

 

Total U.S. Treasury
14,034

 
14,095

 
5,435

 
5,452

Federal agencies: mortgage-backed securities:
 
 
 
 
 
 
 
1 year or less
52,951

 
53,052

 
47,023

 
47,190

After 1 year through 5 years
125,173

 
128,473

 
216,775

 
221,078


98

Table of Contents

After 5 years through 10 years
227,466

 
231,846

 
184,576

 
186,938

After 10 years
6,261,562

 
6,350,842

 
4,825,525

 
4,867,495

Total Federal agencies: mortgage-backed securities
6,667,152

 
6,764,213

 
5,273,899

 
5,322,701

Other agencies:
 
 
 
 
 
 
 
1 year or less
1,702

 
1,712

 
33,047

 
33,237

After 1 year through 5 years
8,264

 
8,672

 
9,122

 
9,575

After 5 years through 10 years
214,184

 
219,193

 
103,530

 
105,019

After 10 years
144,292

 
146,961

 
204,016

 
203,712

Total other agencies
368,442

 
376,538

 
349,715

 
351,543

Total U.S. Treasury, Federal agency, and other agency securities
7,049,628

 
7,154,846

 
5,629,049

 
5,679,696

Municipal securities:
 
 
 
 
 
 
 
1 year or less
280,971

 
276,600

 
256,399

 
255,835

After 1 year through 5 years
499,125

 
501,559

 
269,385

 
274,003

After 5 years through 10 years
987,208

 
993,630

 
938,780

 
945,954

After 10 years
530,386

 
556,302

 
376,747

 
392,777

Total municipal securities
2,297,690

 
2,328,091

 
1,841,311

 
1,868,569

Private-label CMO:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years

 

 

 

After 5 years through 10 years

 

 
1,314

 
1,371

After 10 years

 

 
42,416

 
40,555

Total private-label CMO

 

 
43,730

 
41,926

Asset-backed securities:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years
90,168

 
90,580

 
228,852

 
229,364

After 5 years through 10 years
128,425

 
129,530

 
144,163

 
144,193

After 10 years
624,998

 
593,899

 
641,984

 
582,441

Total asset-backed securities
843,591

 
814,009

 
1,014,999

 
955,998

Corporate debt:
 
 
 
 
 
 
 
1 year or less
20,695

 
20,746

 
18,767

 
18,953

After 1 year through 5 years
325,773

 
333,460

 
314,773

 
323,503

After 5 years through 10 years
95,909

 
94,883

 
145,611

 
143,720

After 10 years

 

 

 

Total corporate debt
442,377

 
449,089

 
479,151

 
486,176

Other:
 
 
 
 
 
 
 
1 year or less

 

 
250

 
250

After 1 year through 5 years
3,950

 
3,914

 
3,150

 
3,066

After 5 years through 10 years

 

 

 

After 10 years

 

 

 

Non-marketable equity securities
332,418

 
332,418

 
331,559

 
331,559

Mutual funds
11,154

 
11,153

 
16,151

 
16,161

Marketable equity securities
755

 
1,348

 
536

 
1,269

Total other
348,277

 
348,833

 
351,646

 
352,305

Total available-for-sale and other securities
$
10,981,563

 
$
11,094,868

 
$
9,359,886

 
$
9,384,670


99

Table of Contents

Non-marketable equity securities at September 30, 2015 and December 31, 2014 include $157.0 million of stock issued by the FHLB of Cincinnati and $175.4 million and $174.5 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 September 30, 2015 and December 31, 2014:
 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
September 30, 2015
 
 
 
 
 
 
 
U.S. Treasury
$
14,034

 
$
61

 
$

 
$
14,095

Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
6,667,152

 
104,044

 
(6,983
)
 
6,764,213

Other agencies
368,442

 
8,096

 

 
376,538

Total U.S. Treasury, Federal agency securities
7,049,628

 
112,201

 
(6,983
)
 
7,154,846

Municipal securities
2,297,690

 
49,426

 
(19,025
)
 
2,328,091

Private-label CMO

 

 

 

Asset-backed securities
843,591

 
4,471

 
(34,053
)
 
814,009

Corporate debt
442,377

 
7,983

 
(1,271
)
 
449,089

Other securities
348,277

 
592

 
(36
)
 
348,833

Total available-for-sale and other securities
$
10,981,563

 
$
174,673

 
$
(61,368
)
 
$
11,094,868

 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
December 31, 2014
 
 
 
 
 
 
 
U.S. Treasury
$
5,435

 
$
17

 
$

 
$
5,452

Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
5,273,899

 
63,906

 
(15,104
)
 
5,322,701

Other agencies
349,715

 
2,871

 
(1,043
)
 
351,543

Total U.S. Treasury, Federal agency securities
5,629,049

 
66,794

 
(16,147
)
 
5,679,696

Municipal securities
1,841,311

 
37,398

 
(10,140
)
 
1,868,569

Private-label CMO
43,730

 
1,116

 
(2,920
)
 
41,926

Asset-backed securities
1,014,999

 
2,061

 
(61,062
)
 
955,998

Corporate debt
479,151

 
9,442

 
(2,417
)
 
486,176

Other securities
351,646

 
743

 
(84
)
 
352,305

Total available-for-sale and other securities
$
9,359,886

 
$
117,554

 
$
(92,770
)
 
$
9,384,670

At September 30, 2015, 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 $3.7 billion. There were no securities of a single issuer, which are not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at September 30, 2015.
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 September 30, 2015 and December 31, 2014:

100

Table of Contents

 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
417,246

 
$
(1,087
)
 
$
262,384

 
$
(5,896
)
 
$
679,630

 
$
(6,983
)
Other agencies

 

 

 

 

 

Total Federal agency securities
417,246

 
(1,087
)
 
262,384

 
(5,896
)
 
679,630

 
(6,983
)
Municipal securities
282,128

 
(11,078
)
 
243,660

 
(7,947
)
 
525,788

 
(19,025
)
Private-label CMO

 

 

 

 

 

Asset-backed securities
102,467

 
(221
)
 
248,239

 
(33,832
)
 
350,706

 
(34,053
)
Corporate debt
45,450

 
(469
)
 
21,876

 
(802
)
 
67,326

 
(1,271
)
Other securities
788

 
(22
)
 
1,486

 
(14
)
 
2,274

 
(36
)
Total temporarily impaired securities
$
848,079

 
$
(12,877
)
 
$
777,645

 
$
(48,491
)
 
$
1,625,724

 
$
(61,368
)
 
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, 2014
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
501,858

 
$
(1,909
)
 
$
527,280

 
$
(13,195
)
 
$
1,029,138

 
$
(15,104
)
Other agencies
159,708

 
(1,020
)
 
1,281

 
(23
)
 
160,989

 
(1,043
)
Total Federal agency securities
661,566

 
(2,929
)
 
528,561

 
(13,218
)
 
1,190,127

 
(16,147
)
Municipal securities
568,619

 
(9,127
)
 
96,426

 
(1,013
)
 
665,045

 
(10,140
)
Private-label CMO

 

 
22,650

 
(2,920
)
 
22,650

 
(2,920
)
Asset-backed securities
157,613

 
(641
)
 
325,691

 
(60,421
)
 
483,304

 
(61,062
)
Corporate debt
49,562

 
(252
)
 
88,398

 
(2,165
)
 
137,960

 
(2,417
)
Other securities

 

 
1,416

 
(84
)
 
1,416

 
(84
)
Total temporarily impaired securities
$
1,437,360

 
$
(12,949
)
 
$
1,063,142

 
$
(79,821
)
 
$
2,500,502

 
$
(92,770
)
The following table is a summary of realized securities gains and losses for the three-month and nine-month periods ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Gross gains on sales of securities
$
6,173

 
$
198

 
$
6,256

 
$
17,678

Gross (losses) on sales of securities
(5,985
)
 

 
(5,986
)
 
(20
)
Net gain on sales of securities
$
188

 
$
198

 
$
270

 
$
17,658

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. To reduce asset risk weighting and credit risk in the investment portfolio, the remainder of the private-label CMO portfolio was sold in the 2015 third quarter.  Huntington recognized OTTI on this portfolio in prior periods.
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

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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).
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 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 September 30, 2015, we had investments in eight different pools of trust preferred securities. Seven of our pools are included in the list of non-exclusive issuers. We have analyzed the ICONS pool which was not included on the list and believe that it is more likely than not that we would not be required to sell and will be able to hold the security to recovery under the final Volcker Rule regulations.

For the three-month and nine-month periods ended September 30, 2015 and 2014, 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.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
 
2015
 
2014
 
2015
 
2014
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
Pooled-trust-preferred
 
$
2,440

 
$

 
$
2,440

 
$

Total debt securities
 
2,440

 

 
2,440

 

Total available-for-sale and other securities
 
$
2,440

 
$

 
$
2,440

 
$

The following table rolls forward the OTTI recognized in earnings on debt securities held by Huntington for the three-month and nine-month periods ended September 30, 2015 and 2014 as follows:

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Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
 
2015
 
2014
 
2015
 
2014
Balance, beginning of period
 
$
30,869

 
$
30,869

 
$
30,869

 
$
30,869

Reductions from sales/maturities
 
(14,941
)
 

 
(14,941
)
 

Additional credit losses
 
2,440

 

 
2,440

 

Balance, end of period
 
$
18,368

 
$
30,869

 
$
18,368

 
$
30,869

The following table summarizes the relevant characteristics of our CDO securities portfolio, which are included in asset-backed securities, at September 30, 2015. 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.

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Collateralized Debt Obligation Data
September 30, 2015
(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)
Alesco II
$
41,646

 
$
28,229

 
$
25,392

 
$
(2,838
)
 
C
 
30/32
 
5
%
 
7
%
 
4
%
ICONS
19,515

 
19,515

 
15,670

 
(3,844
)
 
BB
 
19/21
 
7

 
16

 
57

MM Comm III
5,459

 
5,216

 
4,341

 
(875
)
 
BB
 
6/9
 
5

 
6

 
32

Pre TSL IX
5,000

 
3,955

 
3,019

 
(936
)
 
C
 
27/38
 
18

 
10

 
6

Pre TSL XI
25,000

 
20,278

 
15,475

 
(4,803
)
 
C
 
42/55
 
16

 
9

 
9

Pre TSL XIII
27,530

 
19,869

 
16,840

 
(3,028
)
 
C
 
46/56
 
10

 
11

 
23

Reg Diversified (1)
25,500

 
5,706

 
1,765

 
(3,942
)
 
D
 
24/40
 
33

 
7

 

Tropic III
31,000

 
31,000

 
18,671

 
(12,329
)
 
CCC+
 
29/40
 
20

 
8

 
39

Total at September 30, 2015
$
180,650

 
$
133,768

 
$
101,173

 
$
(32,595
)
 
 
 
 
 
 
 
 
 
 
Total at December 31, 2014
$
193,597

 
$
139,194

 
$
82,738

 
$
(56,456
)
 
 
 
 
 
 
 
 
 
 
(1)
Security was determined to have OTTI. As such, the carrying value is net of recorded credit impairment.
(2)
These securities have been in a continuous loss position for longer than 12 months.
(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.

5. 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.

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Listed below are the contractual maturities (under 1 year, 1-5 years, 6-10 years, and over 10 years) of held-to-maturity securities at September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
(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
24,901

 
24,783

 
24,901

 
24,263

After 10 years
2,769,071

 
2,799,820

 
3,136,460

 
3,140,194

Total Federal agencies: mortgage-backed securities
2,793,972

 
2,824,603

 
3,161,361

 
3,164,457

Other agencies:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years

 

 

 

After 5 years through 10 years
106,687

 
109,015

 
54,010

 
54,843

After 10 years
249,813

 
251,151

 
156,553

 
155,821

Total other agencies
356,500

 
360,166

 
210,563

 
210,664

Total U.S. Government backed agencies
3,150,472

 
3,184,769

 
3,371,924

 
3,375,121

Municipal securities:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years

 

 

 

After 5 years through 10 years

 

 

 

After 10 years
7,216

 
7,138

 
7,981

 
7,594

Total municipal securities
7,216

 
7,138

 
7,981

 
7,594

Total held-to-maturity securities
$
3,157,688

 
$
3,191,907

 
$
3,379,905

 
$
3,382,715

The following table provides amortized cost, gross unrealized gains and losses, and fair value by investment category at September 30, 2015 and December 31, 2014:
 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
September 30, 2015
 
 
 
 
 
 
 
Federal Agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
$
2,793,972

 
$
39,101

 
$
(8,470
)
 
$
2,824,603

Other agencies
356,500

 
3,968

 
(302
)
 
360,166

Total U.S. Government backed agencies
3,150,472

 
43,069

 
(8,772
)
 
3,184,769

Municipal securities
7,216

 

 
(78
)
 
7,138

Total held-to-maturity securities
$
3,157,688

 
$
43,069

 
$
(8,850
)
 
$
3,191,907

 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
December 31, 2014
 
 
 
 
 
 
 
Federal Agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
$
3,161,361

 
$
24,832

 
$
(21,736
)
 
$
3,164,457

Other agencies
210,563

 
1,251

 
(1,150
)
 
210,664

Total U.S. Government backed agencies
3,371,924

 
26,083

 
(22,886
)
 
3,375,121

Municipal securities
7,981

 

 
(387
)
 
7,594

Total held-to-maturity securities
$
3,379,905

 
$
26,083

 
$
(23,273
)
 
$
3,382,715


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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 September 30, 2015 and December 31, 2014:
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Federal Agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
286,835

 
$
(1,200
)
 
$
372,269

 
$
(7,270
)
 
$
659,104

 
$
(8,470
)
Other agencies
110,529

 
(272
)
 
7,073

 
(30
)
 
117,602

 
(302
)
Total U.S. Government backed securities
397,364

 
(1,472
)
 
379,342

 
(7,300
)
 
776,706

 
(8,772
)
Municipal securities

 

 
7,138

 
(78
)
 
7,138

 
(78
)
Total temporarily impaired securities
$
397,364

 
$
(1,472
)
 
$
386,480

 
$
(7,378
)
 
$
783,844

 
$
(8,850
)
 
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, 2014
 
 
 
 
 
 
 
 
 
 
 
Federal Agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
707,934

 
$
(5,550
)
 
$
622,026

 
$
(16,186
)
 
$
1,329,960

 
$
(21,736
)
Other agencies
36,956

 
(198
)
 
71,731

 
(952
)
 
108,687

 
(1,150
)
Total U.S. Government backed securities
744,890

 
(5,748
)
 
693,757

 
(17,138
)
 
1,438,647

 
(22,886
)
Municipal securities
7,594

 
(387
)
 

 

 
7,594

 
(387
)
Total temporarily impaired securities
$
752,484

 
$
(6,135
)
 
$
693,757

 
$
(17,138
)
 
$
1,446,241

 
$
(23,273
)
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 September 30, 2015, Management has evaluated held-to-maturity securities with unrealized losses for impairment and concluded no OTTI is required.
6. 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 nine-month periods ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Residential mortgage loans sold with servicing retained
$
920,974

 
$
654,747

 
$
2,490,070

 
$
1,703,056

Pretax gains resulting from above loan sales (1)
22,529

 
16,781

 
64,103

 
43,853

(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

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of MSRs carried under the fair value method, as well as amortization or impairment of MSRs recorded using the amortization 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 nine-month periods ended September 30, 2015 and 2014:
Fair Value Method:
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Fair value, beginning of period
$
20,681

 
$
26,747

 
$
22,786

 
$
34,236

Change in fair value during the period due to:
 
 
 
 
 
 
 
Time decay (1)
(324
)
 
(467
)
 
(996
)
 
(1,848
)
Payoffs (2)
(651
)
 
(1,343
)
 
(2,465
)
 
(4,869
)
Changes in valuation inputs or assumptions (3)
(1,641
)
 
501

 
(1,260
)
 
(2,081
)
Fair value, end of period:
$
18,065

 
$
25,438

 
$
18,065

 
$
25,438

Weighted-average life (years)
4.9

 
5.2

 
4.9

 
5.2

(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
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Carrying value, beginning of period
$
143,127

 
$
133,113

 
$
132,813

 
$
128,064

New servicing assets created
9,918

 
7,173

 
26,710

 
17,802

Servicing assets acquired

 

 

 
3,505

Impairment (charge) / recovery
(12,472
)
 
487

 
(7,492
)
 
(1,573
)
Amortization and other
(5,106
)
 
(4,311
)
 
(16,564
)
 
(11,336
)
Carrying value, end of period
$
135,467

 
$
136,462

 
$
135,467

 
$
136,462

Fair value, end of period
$
135,499

 
$
141,976

 
$
135,499

 
$
141,976

Weighted-average life (years)
6.0

 
6.7

 
6.0

 
6.7

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 September 30, 2015 and December 31, 2014, to changes in these assumptions follows:
 
September 30, 2015
 
December 31, 2014
 
 
 
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)
14.30
%
 
$
(880
)
 
$
(1,688
)
 
15.60
%
 
$
(1,176
)
 
$
(2,248
)
Spread over forward interest rate swap rates
599 bps

 
(566
)
 
(1,097
)
 
546 bps

 
(699
)
 
(1,355
)

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For MSRs under the amortization method, a summary of key assumptions and the sensitivity of the MSR value at September 30, 2015 and December 31, 2014, to changes in these assumptions follows:
 
September 30, 2015
 
December 31, 2014
 
 
 
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)
11.20
%
 
$
(5,300
)
 
$
(10,187
)
 
11.40
%
 
$
(5,289
)
 
$
(10,164
)
Spread over forward interest rate swap rates
971 bps

 
(4,291
)
 
(8,303
)
 
856 bps

 
(4,343
)
 
(8,403
)
Total servicing, late and other ancillary fees, net of amortization of capitalized servicing assets included in mortgage banking income amounted to $4.7 million and $4.7 million for the three-month periods ended September 30, 2015 and 2014, respectively. For the nine-month periods ended September 30, 2015 and 2014, total net servicing fees included in mortgage banking income were $12.3 million and $16.5 million, respectively. The unpaid principal balance of residential mortgage loans serviced for third parties was $15.9 billion and $15.6 billion at September 30, 2015 and December 31, 2014, respectively.
Automobile Loans and Leases
The following table summarizes activity relating to automobile loans sold and/or securitized with servicing retained for the three-month and nine-month periods ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Automobile loans securitized with servicing retained
$

 
$

 
$
750,000

 
$

Pretax gains resulting from above loan sales (1)

 

 
5,333

 

(1)
Recorded in gain on sale of loans.
In the 2015 second quarter, the UPB of automobile loans totaling $750.0 million were transferred to a trust in a securitization transaction in exchange for $780.1 million of net proceeds. The securitization and resulting sale of all underlying securities qualified for sale accounting. As a result of this transaction, Huntington recognized a $5.3 million gain which is reflected in gain on sale of loans on the Condensed Consolidated Statement of Income and recorded an $11.2 million servicing asset which is reflected in accrued income and other assets on the Condensed Consolidated Balance Sheet.
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 nine-month periods ended September 30, 2015 and 2014, and the fair value at the end of each period were as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Carrying value, beginning of period
$
14,330

 
$
11,515

 
$
6,898

 
$
17,672

New servicing assets created

 

 
11,180

 

Amortization and other
(2,990
)
 
(2,476
)
 
(6,738
)
 
(8,633
)
Carrying value, end of period
$
11,340

 
$
9,039

 
$
11,340

 
$
9,039

Fair value, end of period
$
11,341

 
$
9,130

 
$
11,341

 
$
9,130

Weighted-average life (years)
3.3

 
2.8

 
3.3

 
2.8

A summary of key assumptions and the sensitivity of the automobile loan servicing rights value to changes in these assumptions at September 30, 2015 and December 31, 2014 follows:

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September 30, 2015
 
December 31, 2014
 
 
 
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)
15.90
%
 
$
(374
)
 
$
(672
)
 
14.62
%
 
$
(305
)
 
$
(496
)
Spread over forward interest rate swap rates
500 bps

 
(8
)
 
(16
)
 
500 bps

 
(2
)
 
(4
)
Servicing income, net of amortization of capitalized servicing assets and impairment, amounted to $1.5 million and $1.9 million for the three-month periods ending September 30, 2015, and 2014, respectively. For the nine-month periods ended September 30, 2015 and 2014, total servicing income, net of amortization of capitalized servicing assets and impairment, were $4.3 million and $6.0 million, respectively. The unpaid principal balance of automobile loans serviced for third parties was $1.0 billion and $0.8 billion at September 30, 2015 and December 31, 2014, respectively.
Small Business Association (SBA) Portfolio
The following table summarizes activity relating to SBA loans sold with servicing retained for the three-month and nine-month periods ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
SBA loans sold with servicing retained
$
49,216

 
$
63,470

 
$
145,150

 
$
149,571

Pretax gains resulting from above loan sales (1)
3,712

 
7,432

 
11,981

 
17,204

(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 nine-month periods ended September 30, 2015 and 2014, and the fair value at the end of each period were as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Carrying value, beginning of period
$
18,272

 
$
17,192

 
$
18,536

 
$
16,865

New servicing assets created
1,684

 
2,181

 
4,980

 
5,042

Amortization and other
(1,594
)
 
(1,458
)
 
(5,154
)
 
(3,992
)
Carrying value, end of period
$
18,362

 
$
17,915

 
$
18,362

 
$
17,915

Fair value, end of period
$
20,906

 
$
17,915

 
$
20,906

 
$
17,915

Weighted-average life (years)
3.3

 
3.5

 
3.3

 
3.5

A summary of key assumptions and the sensitivity of the SBA loan servicing rights value to changes in these assumptions at September 30, 2015 and December 31, 2014 follows:
 
September 30, 2015
 
December 31, 2014
 
 
 
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)
7.80
%
 
$
(299
)
 
$
(593
)
 
5.60
%
 
$
(211
)
 
$
(419
)
Discount rate
1,500
 bps
 
(559
)
 
(1,096
)
 
1,500 bps

 
(563
)
 
(1,102
)
Servicing income, net of amortization of capitalized servicing assets, amounted to $2.1 million and $1.9 million for the three-month periods ending September 30, 2015, and 2014, respectively. For the nine-month periods ended September 30, 2015 and 2014, total servicing income, net of amortization of capitalized servicing assets, was $6.2 million and $5.4 million,

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respectively. The unpaid principal balance of SBA loans serviced for third parties was $964.2 million and $898.0 million at September 30, 2015 and December 31, 2014, respectively.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
Business segments are based on segment leadership structure, which reflects how segment performance is monitored and assessed. 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, along with technology and operations, other unallocated assets, liabilities, revenue, and expense.
A rollforward of goodwill by business segment for the first nine-month period of 2015 is presented in the table below:
(dollar amounts in thousands)
Retail &
Business
Banking
 
Commercial
Banking
 
AFCRE
 
RBHPCG
 
Home
Lending
 
Treasury/
Other
 
Huntington
Consolidated
Balance, beginning of period
$
368,097

 
$
59,594

 
$

 
$
90,012

 
$

 
$
4,838

 
$
522,541

Goodwill acquired during the period

 
155,828

 

 

 

 

 
155,828

Adjustments

 

 

 
(1,500
)
 

 

 
(1,500
)
Impairment

 

 

 

 

 

 

Balance, end of period
$
368,097

 
$
215,422

 
$

 
$
88,512

 
$

 
$
4,838

 
$
676,869

On March 31, 2015, Huntington completed its acquisition of Macquarie Equipment Finance, which was re-branded Huntington Technology Finance. As part of the transaction, Huntington recorded $155.8 million of goodwill and $8.2 million of other intangible assets. For additional information on the acquisition, see Business Combinations footnote.
During the 2015 third quarter, Huntington adjusted the goodwill in the RBHPCG segment related to a held for sale disposal group at September 30, 2015. The amount was adjusted based on relative fair value methodology.
Goodwill is not amortized but is evaluated for impairment on an annual basis at October 1 of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. As a result of the 2014 first quarter reorganization in our reported business segments, goodwill was reallocated among the business segments. Immediately following the reallocation, impairment of $3.0 million was recorded in the Home Lending reporting segment.
At September 30, 2015 and December 31, 2014, Huntington’s other intangible assets consisted of the following:
(dollar amounts in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
September 30, 2015
 
 
 
 
 
Core deposit intangible
$
400,058

 
$
(383,459
)
 
$
16,599

Customer relationship
116,120

 
(74,025
)
 
42,095

Other
25,164

 
(25,065
)
 
99

Total other intangible assets
$
541,342

 
$
(482,549
)
 
$
58,793

December 31, 2014
 
 
 
 
 
Core deposit intangible
$
400,058

 
$
(366,907
)
 
$
33,151

Customer relationship
107,920

 
(66,534
)
 
41,386

Other
25,164

 
(25,030
)
 
134

Total other intangible assets
$
533,142

 
$
(458,471
)
 
$
74,671


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The estimated amortization expense of other intangible assets for the remainder of 2015 and the next five years is as follows:
 
 
(dollar amounts in thousands)
Amortization
Expense
2015
$
3,786

2016
14,316

2017
12,908

2018
11,135

2019
9,825

2020
3,076

8. LONG-TERM DEBT
In August 2015, the Bank issued $500.0 million of senior notes at 99.580% of face value. The senior bank note issuances mature on August 20, 2020 and have a fixed coupon rate of 2.875%.
In June 2015, the Bank issued $750.0 million of senior notes at 99.711% of face value. The senior bank note issuances mature on June 30, 2018 and have a fixed coupon rate of 2.00%.
On March 31, 2015, Huntington completed its acquisition of Huntington Technology Finance. As part of the acquisition, Huntington assumed $293.4 million of non-recourse debt with various financial institutions and maturity dates. The effective interest rate on the non-recourse debt is 3.20%. Huntington also assumed $254.8 million of debt associated with two securitizations. The securitization debt has various classes and associated maturity dates and has an effective interest rate of 1.70%.
In February 2015, the Bank issued $500.0 million of senior notes at 99.860% of face value. The senior bank note issuances mature on February 26, 2018 and have a fixed coupon rate of 1.70%. Also, in February 2015, the Bank issued $500.0 million of senior notes at 99.874% of face value. The senior bank note issuances mature on April 1, 2020 and have a fixed coupon rate of 2.40%. Both senior note issuances may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest.

9. OTHER COMPREHENSIVE INCOME
The components of other comprehensive income for the three-month and nine-month periods ended September 30, 2015 and 2014, were as follows:

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Three Months Ended
September 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
$
131

 
$
(46
)
 
$
85

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
65,398

 
(23,136
)
 
42,262

Less: Reclassification adjustment for net losses (gains) included in net income
(3,732
)
 
1,306

 
(2,426
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
61,797

 
(21,876
)
 
39,921

Net change in unrealized holding gains (losses) on available-for-sale equity securities
(177
)
 
62

 
(115
)
Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
12,770

 
(4,469
)
 
8,301

Less: Reclassification adjustment for net (gains) losses included in net income
(73
)
 
26

 
(47
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
12,697

 
(4,443
)
 
8,254

Net change in pension and other post-retirement obligations
(3,305
)
 
1,157

 
(2,148
)
Total other comprehensive income (loss)
$
71,012

 
$
(25,100
)
 
$
45,912

 
Three Months Ended
September 30, 2014
 
Tax (Expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
3,289

 
$
(1,163
)
 
$
2,126

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
(14,000
)
 
4,908

 
(9,092
)
Less: Reclassification adjustment for net losses (gains) included in net income
250

 
(88
)
 
162

Net change in unrealized holding gains (losses) on available-for-sale debt securities
(10,461
)
 
3,657

 
(6,804
)
Net change in unrealized holding gains (losses) on available-for-sale equity securities
18

 
(6
)
 
12

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
(32,512
)
 
11,379

 
(21,133
)
Less: Reclassification adjustment for net (gains) losses included in net income
(148
)
 
52

 
(96
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
(32,660
)
 
11,431

 
(21,229
)
Net change in pension and other post-retirement obligations
8,818

 
(3,086
)
 
5,732

Total other comprehensive income (loss)
$
(34,285
)
 
$
11,996

 
$
(22,289
)

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Nine Months Ended
September 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
$
18,866

 
$
(6,671
)
 
$
12,195

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
73,782

 
(26,240
)
 
47,542

Less: Reclassification adjustment for net losses (gains) included in net income
(3,973
)
 
1,391

 
(2,582
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
88,675

 
(31,520
)
 
57,155

Net change in unrealized holding gains (losses) on available-for-sale equity securities
(152
)
 
53

 
(99
)
Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
40,088

 
(14,031
)
 
26,057

Less: Reclassification adjustment for net (gains) losses included in net income
(334
)
 
117

 
(217
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
39,754

 
(13,914
)
 
25,840

Net change in pension and other post-retirement obligations
(527
)
 
184

 
(343
)
Total other comprehensive income (loss)
$
127,750

 
$
(45,197
)
 
$
82,553

 
Nine Months Ended
September 30, 2014
 
Tax (expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
11,949

 
$
(4,225
)
 
$
7,724

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
48,682

 
(17,439
)
 
31,243

Less: Reclassification adjustment for net losses (gains) included in net income
(15,409
)
 
5,393

 
(10,016
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
45,222

 
(16,271
)
 
28,951

Net change in unrealized holding gains (losses) on available-for-sale equity securities
394

 
(138
)
 
256

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
(2,454
)
 
858

 
(1,596
)
Less: Reclassification adjustment for net (gains) losses included in net income
(3,853
)
 
1,349

 
(2,504
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
(6,307
)
 
2,207

 
(4,100
)
Net change in pension and other post-retirement obligations
10,594

 
(3,708
)
 
6,886

Total other comprehensive income (loss)
$
49,903

 
$
(17,910
)
 
$
31,993

The following table presents activity in accumulated other comprehensive income (loss), net of tax, for the nine-month periods ended September 30, 2015 and 2014:

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(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, 2013
$
(39,234
)
 
$
292

 
$
(18,844
)
 
$
(156,223
)
 
$
(214,009
)
Other comprehensive income before reclassifications
38,967

 
256

 
(1,596
)
 

 
37,627

Amounts reclassified from accumulated OCI to earnings
(10,016
)
 

 
(2,504
)
 
6,886

 
(5,634
)
Period change
28,951

 
256

 
(4,100
)
 
6,886

 
31,993

September 30, 2014
$
(10,283
)
 
$
548

 
$
(22,944
)
 
$
(149,337
)
 
$
(182,016
)
December 31, 2014
$
15,137

 
$
484

 
$
(12,233
)
 
$
(225,680
)
 
$
(222,292
)
Other comprehensive income before reclassifications
59,737

 
(99
)
 
26,057

 

 
85,695

Amounts reclassified from accumulated OCI to earnings
(2,582
)
 

 
(217
)
 
(343
)
 
(3,142
)
Period change
57,155

 
(99
)
 
25,840

 
(343
)
 
82,553

September 30, 2015
$
72,292

 
$
385

 
$
13,607

 
$
(226,023
)
 
$
(139,739
)
(1)
Amounts at September 30, 2015 and December 31, 2014 include $1.0 million and $0.8 million, respectively, of net unrealized losses 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.

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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 and nine month periods ended September 30, 2015 and 2014:
 
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)
September 30, 2015
 
September 30, 2014
 
 
Gains (losses) on debt securities:
 
 
 
 
 
Amortization of unrealized gains (losses)
$
69

 
$
138

 
Interest income - held-to-maturity securities - taxable
Realized gain (loss) on sale of securities
6,103

 
(388
)
 
Noninterest income - net gains (losses) on sale of securities
OTTI recorded
(2,440
)
 

 
Noninterest income - net gains (losses) on sale of securities
 
3,732

 
(250
)
 
Total before tax
 
(1,306
)
 
88

 
Tax (expense) benefit
 
$
2,426

 
$
(162
)
 
Net of tax
Gains (losses) on cash flow hedging relationships:
 
 
 
 
 
Interest rate contracts
$
73

 
$
148

 
Interest income - loans and leases
Interest rate contracts

 

 
Noninterest income - other income
 
73

 
148

 
Total before tax
 
(26
)
 
(52
)
 
Tax (expense) benefit
 
$
47

 
$
96

 
Net of tax
Amortization of defined benefit pension and post-retirement items:
 
 
 
 
 
Actuarial gains (losses)
$
3,305

 
$
(8,818
)
 
Noninterest expense - personnel costs
 
3,305

 
(8,818
)
 
Total before tax
 
(1,157
)
 
3,086

 
Tax (expense) benefit
 
$
2,148

 
$
(5,732
)
 
Net of tax

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Reclassifications out of accumulated OCI

Accumulated OCI components
Amounts reclassified from accumulated OCI
 
Location of net gain (loss) reclassified from accumulated OCI into earnings
 
Nine Months Ended
 
 
(dollar amounts in thousands)
September 30, 2015
 
September 30, 2014
 
 
Gains (losses) on debt securities:
 
 
 
 
 
Amortization of unrealized gains (losses)
$
269

 
$
476

 
Interest income - held-to-maturity securities - taxable
Realized gain (loss) on sale of securities
6,144

 
14,933

 
Noninterest income - net gains (losses) on sale of securities
OTTI recorded
(2,440
)
 

 
Noninterest income - net gains (losses) on sale of securities
 
3,973

 
15,409

 
Total before tax
 
(1,391
)
 
(5,393
)
 
Tax (expense) benefit
 
$
2,582

 
$
10,016

 
Net of tax
Gains (losses) on cash flow hedging relationships:
 
 
 
 
 
Interest rate contracts
$
323

 
$
3,935

 
Interest income - loans and leases
Interest rate contracts
11

 
(82
)
 
Noninterest income - other income
 
334

 
3,853

 
Total before tax
 
(117
)
 
(1,349
)
 
Tax (expense) benefit
 
$
217

 
$
2,504

 
Net of tax
Amortization of defined benefit pension and post-retirement items:
 
 
 
 
 
Actuarial gains (losses)
$
527

 
$
(10,594
)
 
Noninterest expense - personnel costs
 
527

 
(10,594
)
 
Total before tax
 
(184
)
 
3,708

 
Tax (expense) benefit
 
$
343

 
$
(6,886
)
 
Net of tax
10. SHAREHOLDERS’ EQUITY
2015 Share Repurchase Program
During the three-month period ended September 30, 2015 Huntington repurchased a total of 6.8 million shares at a weighted average share price of $10.66. Huntington repurchased a total of 20.5 million shares of common stock during the nine-month period ended September 30, 2015, at a weighted average price of $10.76.
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.
2014 Share Repurchase Program
During the three months ended September 30, 2014, Huntington repurchased a total of 5.4 million shares at a weighted average share price of $9.70. Huntington repurchased a total of 32.1 million shares of common stock during the nine months ended September 30, 2014, at a weighted average price of $9.34.

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

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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-month and nine-month periods ended September 30, 2015 and 2014, was as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands, except per share amounts)
2015
 
2014
 
2015
 
2014
Basic earnings per common share:
 
 
 
 
 
 
 
Net income
$
152,588

 
$
155,016

 
$
514,648

 
$
468,778

Preferred stock dividends
(7,968
)
 
(7,964
)
 
(23,901
)
 
(23,891
)
Net income available to common shareholders
$
144,620

 
$
147,052

 
$
490,747

 
$
444,887

Average common shares issued and outstanding
800,883

 
816,497

 
805,851

 
820,884

Basic earnings per common share
$
0.18

 
$
0.18

 
$
0.61

 
$
0.54

Diluted earnings per common share:
 
 
 
 
 
 
 
Net income available to common shareholders
$
144,620

 
$
147,052

 
$
490,747

 
$
444,887

Effect of assumed preferred stock conversion

 

 

 

Net income applicable to diluted earnings per share
$
144,620

 
$
147,052

 
$
490,747

 
$
444,887

Average common shares issued and outstanding
800,883

 
816,497

 
805,851

 
820,884

Dilutive potential common shares:
 
 
 
 
 
 
 
Stock options and restricted stock units and awards
11,285

 
11,367

 
11,554

 
11,397

Shares held in deferred compensation plans
1,997

 
1,506

 
1,872

 
1,443

Other
161

 
253

 
181

 
203

Dilutive potential common shares:
13,443

 
13,126

 
13,607

 
13,043

Total diluted average common shares issued and outstanding
814,326

 
829,623

 
819,458

 
833,927

Diluted earnings per common share
$
0.18

 
$
0.18

 
$
0.60

 
$
0.53

For the three-month periods ended September 30, 2015 and 2014, approximately 1.7 million and 2.6 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 nine-month periods ended September 30, 2015 and 2014, approximately 1.5 million and 2.7 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 2015. 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 2014 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 $5.2 million reduction of the liability and increase in

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accumulated other comprehensive income during the 2014 third quarter. It also resulted in a reduction of expense over the estimated life of plan participants.
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 September 30,
 
Three Months Ended September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Service cost (1)
$
457

 
$
435

 
$

 
$

Interest cost
7,984

 
8,099

 
142

 
258

Expected return on plan assets
(11,044
)
 
(11,446
)
 

 

Amortization of prior service cost

 

 
(492
)
 
(338
)
Amortization of gain (loss)
1,984

 
1,442

 
(116
)
 
(144
)
Settlements
2,825

 
2,500

 
(2)
(3,090
)
 

Benefit expense
$
2,206

 
$
1,030

 
$
(3,556
)
 
$
(224
)
(1)
Since no participants will be earning benefits after December 31, 2013, the 2014 and 2015 service cost represents only administrative expenses.
(2)
During the 2015 third quarter, Huntington transferred the retiree life insurance obligation in a non-participating contract to an insurance carrier.
 
Pension Benefits
 
Post Retirement Benefits
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Service cost (1)
$
1,372

 
$
1,305

 
$

 
$

Interest cost
23,953

 
24,299

 
425

 
776

Expected return on plan assets
(33,131
)
 
(34,338
)
 

 

Amortization of prior service cost

 

 
(1,476
)
 
(1,016
)
Amortization of gain (loss)
5,950

 
4,326

 
(348
)
 
(432
)
Settlements
8,475

 
7,500

 
(2)
(3,090
)
 

Benefit expense
$
6,619

 
$
3,092

 
$
(4,489
)
 
$
(672
)
(1)
Since no participants will be earning benefits after December 31, 2013, the 2014 and 2015 service cost represents only administrative expenses.
(2)
During the 2015 third quarter, Huntington transferred the retiree life insurance obligation in a non-participating contract to an insurance carrier.
The Bank, as trustee, held all Plan assets at September 30, 2015 and December 31, 2014. The Plan assets consisted of the following investments:

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Fair Value
(dollar amounts in thousands)
September 30, 2015
 
December 31, 2014
Cash equivalents:
 
 
 
 
 
 
 
Huntington funds—money market
$
8,937

 
1
%
 
$
16,136

 
2
%
Fixed income:
 
 
 
 
 
 
 
Corporate obligations
205,806

 
34

 
218,077

 
33

U.S. government obligations
61,987

 
11

 
62,627

 
10

Mutual funds—fixed income
34,123

 
6

 
34,761

 
5

U.S. government agencies
7,203

 
1

 
7,445

 
1

Equities:
 
 
 
 
 
 
 
Mutual funds—equities
134,939

 
23

 
147,191

 
23

Other common stock
114,594

 
19

 
118,970

 
18

Huntington funds
20,243

 
3

 
37,920

 
6

Exchange traded funds
6,306

 
1

 
6,840

 
1

Limited partnerships
5,431

 
1

 
3,046

 
1

Fair value of plan assets
$
599,569

 
100
%
 
$
653,013

 
100
%
Investments of the Plan are accounted for at cost on the trade date and are reported at fair value. The Plan’s investments at September 30, 2015, are classified as Level 1 within the fair value hierarchy, except for corporate obligations, U.S. government obligations, and U.S. government agencies, which are classified as Level 2, and limited partnerships, which are classified as Level 3. 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.
At September 30, 2015, Plan assets were invested 47% in equity investments, 52% in bonds, and 1% in cash with an average duration of 12.4 years on bond investments. The estimated life of benefit obligations was 12.8 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 2014, a discretionary profit-sharing contribution equal to 1% of eligible participants’ 2014 base pay was awarded during the 2015 first quarter.
The following table shows the costs of providing the SERP, SRIP, and defined contribution plans:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
SERP & SRIP
$
578

 
$
504

 
$
1,735

 
$
1,467

Defined contribution plan
8,224

 
8,325

 
23,747

 
23,239

Benefit cost
$
8,802

 
$
8,829

 
$
25,482

 
$
24,706

13. INCOME TAXES
Provision for Income Taxes
The provision for income taxes in the 2015 third quarter was $47.0 million. This compared with a provision for income taxes of $53.9 million in the 2014 third quarter. The provision for income taxes for the nine-month periods ended

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September 30, 2015 and 2014 was $165.1 million and $163.4 million, respectively. All periods included the benefits from tax-exempt income, tax-advantaged investments, release of capital loss carryforward valuation allowance, general business credits, and investments in qualified affordable housing projects. At September 30, 2015 there is no capital loss carryforward valuation allowance. The net federal deferred tax asset was $20.4 million and the net state deferred tax asset was $41.1 million at September 30, 2015.
Uncertain Tax Positions
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, city, and foreign jurisdictions. Federal income tax audits have been completed 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.
Huntington accounts for uncertainties in income taxes in accordance with ASC 740, Income Taxes. At September 30, 2015, Huntington had gross unrecognized tax benefits of $26.1 million in income tax liability related to uncertain tax positions. Total interest accrued on the unrecognized tax benefits was $0.4 million as of September 30, 2015. This compared with gross unrecognized tax benefits of $1.2 million at December 31, 2014 and total interest accrued of $0.2 million at December 31, 2014. Huntington recognizes interest and penalties on income tax assessments or income tax refunds in the financial statements as a component of provision for income taxes. Due to the complexities of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. Huntington does not anticipate the total amount of gross unrecognized tax benefits to significantly change within the next 12 months.

14. FAIR VALUES OF ASSETS AND LIABILITIES
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy was established for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, 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 to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Transfers in and out of Level 1, 2, or 3 are recorded at fair value at the beginning of the reporting period.
Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Mortgage loans held for sale
Huntington elected to apply the fair value option for mortgage loans originated with the intent to sell which are included in loans held for sale. Mortgage loans held for sale are classified as Level 2 and are estimated using security prices for similar product types.
Mortgage loans held for investment
Initially, these mortgage loans were originated with the intent to sell and therefore classified as held for sale. In accordance with operating procedures, certain loans have been reclassified to loans held for investment. Mortgage loans held for investment are classified as Level 2 and the value is estimated using security prices for similar product types.
Available-for-sale securities and trading account securities
Securities accounted for at fair value include both the available-for-sale and trading portfolios. Huntington uses prices obtained from third party pricing services and recent trades to determine the fair value of securities. AFS and trading securities are classified as Level 1 using quoted market prices (unadjusted) in active markets for identical securities that Huntington has the ability to access at the measurement date. Less than 1% of the positions in these portfolios are Level 1, and consist of U.S.

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Treasury securities and money market mutual funds. When quoted market prices are not available, fair values are classified as Level 2 using quoted prices for similar assets in active markets, quoted prices of identical or similar assets in markets that are not active, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument. 81% of the positions in these portfolios are Level 2, and consist of U.S. Government and agency debt securities, agency mortgage backed securities, asset-backed securities, municipal securities and other securities. For Level 2 securities management uses various methods and techniques to corroborate prices obtained from the pricing service, including reference to dealer or other market quotes, and by reviewing valuations of comparable instruments. If relevant market prices are limited or unavailable, valuations may require significant management judgment or estimation to determine fair value, in which case the fair values are classified as Level 3. 19% of our positions are Level 3, and consist of private-label CMO securities, CDO-preferred CDO securities and municipal securities. A significant change in the unobservable inputs for these securities may result in a significant change in the ending fair value measurement of these securities.
The municipal securities portion that is classified as Level 3 uses significant estimates to determine the fair value of these securities which results in greater subjectivity. The fair value is determined by utilizing third-party valuation services. The third party service provider reviews credit worthiness, prevailing market rates, analysis of similar securities, and projected cash flows. The third-party service provider also incorporates industry and general economic conditions into their analysis. Huntington evaluates the analysis provided for reasonableness.
The private label CMO and CDO-preferred securities portfolios are classified as Level 3 and as such use significant estimates to determine the fair value of these securities which results in greater subjectivity. The private label CMO securities portfolios are subjected to a monthly review of the projected cash flows, while the cash flows of the CDO-preferred securities portfolio are reviewed quarterly. These reviews are supported with analysis from independent third parties, and are used as a basis for impairment analysis.
Private-label CMO securities are collateralized by first-lien residential mortgage loans. The securities valuation methodology incorporates values obtained from a third party pricing specialist using a discounted cash flow approach and a proprietary pricing model and includes assumptions management believes market participants would use to value the securities under current market conditions. The model uses inputs such as estimated prepayment speeds, losses, recoveries, default rates that are implied by the underlying performance of collateral in the structure or similar structures, house price depreciation / appreciation rates that are based upon macroeconomic forecasts and discount rates that are implied by market prices for similar securities with similar collateral structures. The Private-label CMO securities were sold during the 2015 third quarter.
CDO-preferred securities are CDOs 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. A full cash flow analysis is used to estimate fair values and assess impairment for each security within this portfolio. We engage a third party pricing specialist with direct industry experience in CDO-preferred securities valuations to provide assistance in estimating the fair value and expected cash flows for each security in this portfolio. The PD of each issuer and the market discount rate are the most significant inputs in determining fair value. Management evaluates the PD assumptions provided by the third party pricing specialist by comparing the current PD to the assumptions used the previous quarter, actual defaults and deferrals in the current period, and trend data on certain financial ratios of the issuers. Huntington also evaluates the assumptions related to discount rates. Relying on cash flows is necessary because there was a lack of observable transactions in the market and many of the original sponsors or dealers for these securities are no longer able to provide a fair value.
Automobile loans
Effective January 1, 2010, Huntington consolidated an automobile loan securitization that previously had been accounted for as an off-balance sheet transaction. As a result, Huntington elected to account for these automobile loan receivables at fair value. The automobile loan receivables are classified as Level 3. The key assumptions used to determine the fair value of the automobile loan receivables included projections of expected losses and prepayment of the underlying loans in the portfolio and a market assumption of interest rate spreads. Certain interest rates are available from similarly traded securities while other interest rates are developed internally based on similar asset-backed security transactions in the market. During the first quarter of 2014, Huntington cancelled the 2009 and 2006 Automobile Trust. Huntington continues to report the associated automobile loan receivables at fair value due to its 2010 election.
MSRs
MSRs do not trade in an active market with readily observable prices. Accordingly, the fair value of these assets is classified as Level 3. Huntington determines the fair value of MSRs using an income approach model based upon our month-end interest rate curve and prepayment assumptions. The model utilizes assumptions to estimate future net servicing income cash flows, including estimates of time decay, payoffs, and changes in valuation inputs and assumptions. Servicing brokers and

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other sources of information (e.g. discussion with other mortgage servicers and industry surveys) are used to obtain information on market practice and assumptions. On at least a quarterly basis, third party marks are obtained from at least one service broker. Huntington reviews the valuation assumptions against this market data for reasonableness and adjusts the assumptions if deemed appropriate. Any recommended change in assumptions and / or inputs are presented for review to the Mortgage Price Risk Subcommittee for final approval.
Derivative assets and liabilities
Derivatives classified as Level 2 consist of foreign exchange and commodity contracts, which are valued using exchange traded swaps and futures market data. In addition, Level 2 includes interest rate contracts, which are valued using a discounted cash flow method that incorporates current market interest rates. Level 2 also includes exchange traded options and forward commitments to deliver mortgage-backed securities, which are valued using quoted prices.
Derivatives classified as Level 3 consist primarily of interest rate lock agreements related to mortgage loan commitments. The determination of fair value includes assumptions related to the likelihood that a commitment will ultimately result in a closed loan, which is a significant unobservable assumption. A significant increase or decrease in the external market price would result in a significantly higher or lower fair value measurement.
Short-term borrowings
Short-term borrowings classified as Level 2 consist primarily of U.S. treasury bond securities sold under agreement to repurchase. These securities are borrowed from other institutions and must be repaid by purchasing the securities in the open market.
Assets and Liabilities measured at fair value on a recurring basis
Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014 are summarized below:
 
Fair Value Measurements at Reporting Date Using
 
Netting Adjustments (1)
 
September 30, 2015
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
 
Assets
 
 
 
 
 
 
 
 
 
Loans held for sale
$

 
$
393,473

 
$

 
$

 
$
393,473

Loans held for investment

 
34,019

 

 

 
34,019

Trading account securities:
 
 
 
 
 
 
 
 
 
Federal agencies: Other agencies

 

 

 

 

Municipal securities

 
5,932

 

 

 
5,932

Other securities
32,500

 
177

 

 

 
32,677

 
32,500

 
6,109

 

 

 
38,609

Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
14,095

 

 

 

 
14,095

Federal agencies: Mortgage-backed

 
6,764,213

 

 

 
6,764,213

Federal agencies: Other agencies

 
376,538

 

 

 
376,538

Municipal securities

 
377,535

 
1,950,556

 

 
2,328,091

Private-label CMO

 

 

 

 

Asset-backed securities

 
712,837

 
101,172

 

 
814,009

Corporate debt

 
449,089

 

 

 
449,089

Other securities
12,501

 
3,914

 

 

 
16,415

 
26,596

 
8,684,126

 
2,051,728

 

 
10,762,450

Automobile loans

 

 
2,563

 

 
2,563

MSRs

 

 
18,065

 

 
18,065

Derivative assets

 
520,802

 
8,339

 
(77,557
)
 
451,584

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
316,452

 
555

 
(27,330
)
 
289,677

Short-term borrowings

 
511

 

 

 
511


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Fair Value Measurements at Reporting Date Using
 
Netting Adjustments (1)
 
December 31, 2014
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
 
Assets
 
 
 
 
 
 
 
 
 
Loans held for sale
$

 
$
354,888

 
$

 
$

 
$
354,888

Loans held for investment

 
40,027

 

 

 
40,027

Trading account securities:
 
 
 
 
 
 
 
 
 
Federal agencies: Other agencies

 
2,857

 

 

 
2,857

Municipal securities

 
5,098

 

 

 
5,098

Other securities
33,121

 
1,115

 

 

 
34,236

 
33,121

 
9,070

 

 

 
42,191

Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
5,452

 

 

 

 
5,452

Federal agencies: Mortgage-backed

 
5,322,701

 

 

 
5,322,701

Federal agencies: Other agencies

 
351,543

 

 

 
351,543

Municipal securities

 
450,976

 
1,417,593

 

 
1,868,569

Private-label CMO

 
11,462

 
30,464

 

 
41,926

Asset-backed securities

 
873,260

 
82,738

 

 
955,998

Corporate debt

 
486,176

 

 

 
486,176

Other securities
17,430

 
3,316

 

 

 
20,746

 
22,882

 
7,499,434

 
1,530,795

 

 
9,053,111

Automobile loans

 

 
10,590

 

 
10,590

MSRs

 

 
22,786

 

 
22,786

Derivative assets

 
449,775

 
4,064

 
(101,197
)
 
352,642

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
335,524

 
704

 
(51,973
)
 
284,255

Short-term borrowings

 
2,295

 

 

 
2,295

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 nine-month periods ended September 30, 2015 and 2014, 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.

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Level 3 Fair Value Measurements
Three Months Ended September 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
$
20,681

 
$
5,166

 
$
1,716,845

 
$
29,429

 
$
102,071

 
$
3,998

Transfers into Level 3

 

 

 

 

 

Transfers out of Level 3

 

 

 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
(2,616
)
 
3,023

 

 
20

 
(2,440
)
 
(142
)
Included in OCI

 

 
3,514

 
1,309

 
1,997

 

Purchases/originations

 

 
426,501

 

 

 

Sales

 

 

 
(30,077
)
 

 

Repayments

 

 

 

 

 
(1,293
)
Issues

 

 

 

 

 

Settlements

 
(405
)
 
(196,304
)
 
(681
)
 
(456
)
 

Closing balance
$
18,065

 
$
7,784

 
$
1,950,556

 
$

 
$
101,172

 
$
2,563

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
$
(2,616
)
 
$
3,023

 
$
3,514

 
$

 
$
1,997

 
$
(142
)
 
Level 3 Fair Value Measurements
Three Months Ended September 30, 2014
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label
CMO
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
26,747

 
$
6,196

 
$
1,206,455

 
$
31,633

 
$
106,461

 
$
25,498

Transfers into Level 3

 

 

 

 

 

Transfers out of Level 3

 

 

 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
(1,309
)
 
(1,847
)
 

 
8

 
171

 
(253
)
Included in OCI

 

 
14,344

 
(137
)
 
5,826

 

Purchases/originations

 

 
224,615

 

 

 

Sales

 

 

 

 
(22,870
)
 

Repayments

 

 

 

 

 
(8,545
)
Issues

 

 

 

 

 

Settlements

 
(813
)
 
(190,619
)
 
(570
)
 
(1,004
)
 

Closing balance
$
25,438

 
$
3,536

 
$
1,254,795

 
$
30,934

 
$
88,584

 
$
16,700

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
$
(1,309
)
 
$
(1,847
)
 
$
14,344

 
$
(137
)
 
$
5,468

 
$
(253
)

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Level 3 Fair Value Measurements
Nine Months Ended September 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
(4,721
)
 
6,244

 

 
47

 
(2,435
)
 
(497
)
Included in OCI

 

 
2,199

 
1,832

 
23,860

 

Purchases/originations

 

 
768,529

 

 

 

Sales

 

 

 
(30,077
)
 

 

Repayments

 

 

 

 

 
(7,530
)
Issues

 

 

 

 

 

Settlements

 
(1,820
)
 
(237,765
)
 
(2,266
)
 
(2,991
)
 

Closing balance
$
18,065

 
$
7,784

 
$
1,950,556

 
$

 
$
101,172

 
$
2,563

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
$
(4,721
)
 
$
6,244

 
$
2,199

 
$

 
$
23,860

 
$
(497
)
 
Level 3 Fair Value Measurements
Nine Months Ended September 30, 2014
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label
CMO
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
34,236

 
$
2,390

 
$
654,537

 
$
32,140

 
$
107,419

 
$
52,286

Transfers into Level 3

 

 

 

 

 

Transfers out of Level 3

 

 

 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
(8,798
)
 
2,785

 

 
24

 
38

 
(705
)
Included in OCI

 

 
7,555

 
364

 
20,256

 

Purchases/originations

 

 
805,893

 

 

 

Sales

 

 

 

 
(22,700
)
 

Repayments

 

 

 

 

 
(34,881
)
Issues

 

 

 

 

 

Settlements

 
(1,639
)
 
(213,190
)
 
(1,594
)
 
(16,429
)
 

Closing balance
$
25,438

 
$
3,536

 
$
1,254,795

 
$
30,934

 
$
88,584

 
$
16,700

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
$
(8,798
)
 
$
2,785

 
$
7,555

 
$
364

 
$
19,554

 
$
(705
)

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The table below summarizes 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 nine-month periods ended September 30, 2015 and 2014:
 
Level 3 Fair Value Measurements
Three Months Ended September 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
$
(2,616
)
 
$
3,023

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 
(2,440
)
 

Interest and fee income

 

 

 
20

 

 
(142
)
Noninterest income

 

 

 

 

 

Total
$
(2,616
)
 
$
3,023

 
$

 
$
20

 
$
(2,440
)
 
$
(142
)
 
Level 3 Fair Value Measurements
Three Months Ended September 30, 2014
 
 
 
 
 
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
$
(1,309
)
 
$
(1,847
)
 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 
170

 

Interest and fee income

 

 

 
8

 
1

 
(243
)
Noninterest income

 

 

 

 

 
(10
)
Total
$
(1,309
)
 
$
(1,847
)
 
$

 
$
8

 
$
171

 
$
(253
)
 
Level 3 Fair Value Measurements
Nine Months Ended September 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
$
(4,721
)
 
$
6,244

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 
(2,440
)
 

Interest and fee income

 

 

 
47

 
5

 
(497
)
Noninterest income

 

 

 

 

 

Total
$
(4,721
)
 
$
6,244

 
$

 
$
47

 
$
(2,435
)
 
$
(497
)

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Level 3 Fair Value Measurements
Nine Months Ended September 30, 2014
 
 
 
 
 
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
$
(8,798
)
 
$
2,785

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 
170

 

Interest and fee income

 

 

 
24

 
38

 
(819
)
Noninterest income

 

 

 

 

 
114

Total
$
(8,798
)
 
$
2,785

 
$

 
$
24

 
$
208

 
$
(705
)
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:
 
September 30, 2015
 
December 31, 2014
(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
$
393,473

 
$
377,707

 
$
15,766

 
$
354,888

 
$
340,070

 
$
14,818

Loans held for investment
34,019

 
34,774

 
(755
)
 
40,027

 
40,938

 
(911
)
Automobile loans
2,563

 
2,563

 

 
10,590

 
10,022

 
568

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 nine-month periods ended September 30, 2015 and 2014:
 
Net gains (losses) from
fair value changes
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Assets
 
 
 
 
 
 
 
Loans held for sale
$
6,801

 
$
4,562

 
$
1,244

 
$
3,700

Automobile loans
(142
)
 
(253
)
 
(568
)
 
(706
)
 
Gains (losses) included
in fair value changes associated
with instrument specific credit risk
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Assets
 
 
 
 
 
 
 
Automobile loans
$
37

 
$
323

 
$
108

 
$
861

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:

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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
September 30, 2015
 
Total
Gains/(Losses)
Nine Months Ended
September 30, 2015
MSRs
$
133,812

 
$

 
$

 
$
133,812

 
$
(12,472
)
 
$
(7,492
)
Impaired loans
52,837

 

 

 
52,837

 
(2,614
)
 
(6,964
)
Other real estate owned
24,910

 

 

 
24,910

 
356

 
3,619

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.
MSRs accounted for under the amortization method are subject to nonrecurring fair value measurement when the fair value is lower than the carrying amount.
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 September 30, 2015.
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 September 30, 2015 and December 31, 2014:
 
Quantitative Information about Level 3 Fair Value Measurements at September 30, 2015
(dollar amounts in thousands)
Fair Value at
 
Valuation Technique
 
Significant Unobservable Input
 
Range (Weighted Average)
MSRs
$
18,065

 
Discounted cash flow
 
Constant prepayment rate
 
6.0% - 24.0% (14.3%)

 
 
 
 
 
Spread over forward interest rate
swap rates
 
325 - 1,166 (599)

Derivative assets
8,339

 
Consensus Pricing
 
Net market price
 
-3.6% - 19.4% (2.1%)

Derivative liabilities
555

 
 
 
Estimated Pull through %
 
50.0% - 90.0% (76.0%)

Municipal securities
1,950,556

 
Discounted cash flow
 
Discount rate
 
0.3% - 4.7% (2.6%)

Asset-backed securities
101,172

 
Discounted cash flow
 
Discount rate
 
4.3% - 11.3% (5.8%)

 
 
 
 
 
Cumulative prepayment rate
 
0.0% - 100.0% (8.3%)

 
 
 
 
 
Cumulative default
 
1.7% - 100.0% (11.5%)

 
 
 
 
 
Loss given default
 
85% - 100% (96.4%)

 
 
 
 
 
Cure given deferral
 
0.0% - 75.0% (36.6%)

Automobile loans
2,563

 
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
52,837

 
Appraisal value
 
NA
 
NA

Other real estate owned
24,910

 
Appraisal value
 
NA
 
NA


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Quantitative Information about Level 3 Fair Value Measurements at December 31, 2014
(dollar amounts in thousands)
Fair Value
 
Valuation Technique
 
Significant Unobservable Input
 
Range (Weighted Average)
MSRs
$
22,786

 
Discounted cash flow
 
Constant prepayment rate
 
7% - 26% (16%)

 
 
 
 
 
Spread over forward interest rate
swap rates
 
228 - 900 (546)

Derivative assets
4,064

 
Consensus Pricing
 
Net market price
 
-5.09% - 17.46% (1.7%)

Derivative liabilities
704

 
 
 
Estimated Pull through %
 
38% - 91% (75%)

Municipal securities
1,417,593

 
Discounted cash flow
 
Discount rate
 
0.5% - 4.9% (2.5%)

Private-label CMO
30,464

 
Discounted cash flow
 
Discount rate
 
2.7% - 7.2% (6.0%)

 
 
 
 
 
Constant prepayment rate
 
13.6% - 32.6% (20.7%)

 
 
 
 
 
Probability of default
 
0.1% - 4.0% (0.7%)

 
 
 
 
 
Loss severity
 
0.0% - 64.0% (33.9%)

Asset-backed securities
82,738

 
Discounted cash flow
 
Discount rate
 
4.3% - 13.3% (7.3%)

 
 
 
 
 
Cumulative prepayment rate
 
0.0% - 100% (10.1%)

 
 
 
 
 
Cumulative default
 
1.9% - 100% (15.9%)

 
 
 
 
 
Loss given default
 
20% - 100% (94.4%)

 
 
 
 
 
Cure given deferral
 
0.0% - 75% (32.6%)

Automobile loans
10,590

 
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
52,911

 
Appraisal value
 
NA
 
NA

Other real estate owned
35,039

 
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.

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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 September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
(dollar amounts in thousands)
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Financial Assets
 
 
 
 
 
 
 
Cash and short-term assets
$
1,090,163

 
$
1,090,163

 
$
1,285,124

 
$
1,285,124

Trading account securities
38,609

 
38,609

 
42,191

 
42,191

Loans held for sale
675,636

 
675,636

 
416,327

 
416,327

Available-for-sale and other securities
11,094,868

 
11,094,868

 
9,384,670

 
9,384,670

Held-to-maturity securities
3,157,688

 
3,191,907

 
3,379,905

 
3,382,715

Net loans and leases
49,063,971

 
47,374,526

 
47,050,530

 
45,110,406

Derivatives
451,584

 
451,584

 
352,642

 
352,642

Financial Liabilities
 
 
 
 
 
 
 
Deposits
54,244,711

 
54,831,170

 
51,732,151

 
52,454,804

Short-term borrowings
1,453,812

 
1,453,812

 
2,397,101

 
2,397,101

Long-term debt
6,359,445

 
6,265,129

 
4,335,962

 
4,286,304

Derivatives
289,677

 
289,677

 
284,255

 
284,255

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 September 30, 2015 and December 31, 2014:
 
Estimated Fair Value Measurements at Reporting Date Using
 
September 30, 2015
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
Financial Assets
 
 
 
 
 
 
 
Held-to-maturity securities
$

 
$
3,191,907

 
$

 
$
3,191,907

Net loans and leases

 

 
47,374,526

 
47,374,526

Financial Liabilities
 
 
 
 
 
 
 
Deposits

 
51,244,015

 
3,587,155

 
54,831,170

Short-term borrowings

 

 
1,453,812

 
1,453,812

Other long-term debt

 

 
6,265,129

 
6,265,129

 
Estimated Fair Value Measurements at Reporting Date Using
 
December 31, 2014
(dollar amounts in thousands)
Level 1
 
Level 2
 
Level 3
 
Financial Assets
 
 
 
 
 
 
 
Held-to-maturity securities
$

 
$
3,382,715

 
$

 
$
3,382,715

Net loans and leases

 

 
45,110,406

 
45,110,406

Financial Liabilities
 
 
 
 
 
 
 
Deposits

 
48,183,798

 
4,271,006

 
52,454,804

Short-term borrowings

 

 
2,397,101

 
2,397,101

Other long-term debt

 

 
4,286,304

 
4,286,304

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.

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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.
15. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are recorded in the Unaudited Condensed 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.



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The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities at September 30, 2015, identified by the underlying interest rate-sensitive instruments:
(dollar amounts in thousands )
Fair Value Hedges
 
Cash Flow Hedges
 
Total
Instruments associated with:
 
 
 
 
 
Loans
$

 
$
9,048,000

 
$
9,048,000

Deposits
69,100

 

 
69,100

Subordinated notes
475,000

 

 
475,000

Long-term debt
4,535,000

 

 
4,535,000

Total notional value at September 30, 2015
$
5,079,100

 
$
9,048,000

 
$
14,127,100


The following table presents additional information about the interest rate swaps used in Huntington’s asset and liability management activities at September 30, 2015:
 
 
 
 
 
 
 
Weighted-Average
Rate
(dollar amounts in thousands )
Notional Value
 
Average Maturity (years)
 
Fair Value
 
Receive
 
Pay
Asset conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
$
9,048,000

 
1.2

 
$
23,912

 
0.81
%
 
0.28
%
Total asset conversion swaps
9,048,000

 
1.2

 
23,912

 
0.81

 
0.28

Liability conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
5,079,100

 
2.9

 
107,185

 
1.61

 
0.32

Total liability conversion swaps
5,079,100

 
2.9

 
107,185

 
1.61

 
0.32

Total swap portfolio at September 30, 2015
$
14,127,100

 
1.8

 
$
131,097

 
1.10
%
 
0.30
%
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 $28.3 million and $24.2 million for the three-month periods ended September 30, 2015, and 2014, respectively. For the nine-month periods ended September 30, 2015, and 2014, the net amounts resulted in an increase to net interest income of $79.2 million and $73.4 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 September 30, 2015, the fair value of the swap liability of $0.4 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 September 30, 2015 and December 31, 2014 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)
September 30, 2015
 
December 31, 2014
Interest rate contracts designated as hedging instruments
$
131,097

 
$
53,114

Interest rate contracts not designated as hedging instruments
240,229

 
183,610

Foreign exchange contracts not designated as hedging instruments
41,033

 
32,798

Commodities contracts not designated as hedging instruments
108,409

 
180,218

Total contracts
$
520,768

 
$
449,740

Liability derivatives included in accrued expenses and other liabilities:

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Table of Contents

(dollar amounts in thousands)
September 30, 2015
 
December 31, 2014
Interest rate contracts designated as hedging instruments
$

 
$
12,648

Interest rate contracts not designated as hedging instruments
167,854

 
110,627

Foreign exchange contracts not designated as hedging instruments
37,919

 
29,754

Commodities contracts not designated as hedging instruments
105,634

 
179,180

Total contracts
$
311,407

 
$
332,209

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 nine-month periods ended September 30, 2015, and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Interest rate contracts
 
 
 
 
 
 
 
Change in fair value of interest rate swaps hedging deposits (1)
$
(265
)
 
$
(323
)
 
$
(723
)
 
$
(829
)
Change in fair value of hedged deposits (1)
259

 
315

 
709

 
809

Change in fair value of interest rate swaps hedging subordinated notes (2)
5,328

 
(6,601
)
 
1,196

 
(2,520
)
Change in fair value of hedged subordinated notes (2)
(5,328
)
 
6,601

 
(1,196
)
 
2,520

Change in fair value of interest rate swaps hedging other long-term debt (2)
37,272

 
(13,196
)
 
49,168

 
(6,943
)
Change in fair value of hedged other long-term debt (2)
(36,283
)
 
12,924

 
(48,546
)
 
9,450

(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.
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 OCI and the location in the Unaudited Condensed Consolidated Statements of Income of gains and (losses) reclassified from OCI into earnings for the three-month and nine-month periods ended September 30, 2015, and 2014 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 September 30,
 
 
 
Three months ended September 30,
(dollar amounts in thousands)
2015
 
2014
 
 
 
2015
 
2014
Interest rate contracts
 
 
 
 
 
 
 
 
 
Loans
$
8,301

 
$
(21,133
)
 
Interest and fee income - loans and leases
 
$
(73
)
 
$
(148
)
Investment Securities

 

 
Noninterest income - other income
 

 

Total
$
8,301

 
$
(21,133
)
 
 
 
$
(73
)
 
$
(148
)

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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)
 
Nine months ended September 30,
 
 
 
Nine months ended September 30,
(dollar amounts in thousands)
2015
 
2014
 
 
 
2015
 
2014
Interest rate contracts
 
 
 
 
 
 
 
 
 
Loans
$
26,057

 
$
(1,596
)
 
Interest and fee income - loans and leases
 
$
(323
)
 
$
(3,853
)
Investment Securities

 

 
Interest and fee income - investment securities
 
(11
)
 

Total
$
26,057

 
$
(1,596
)
 
 
 
$
(334
)
 
$
(3,853
)
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 $15.6 million after-tax unrealized gains on cash flow hedging derivatives currently in OCI.
The following table details 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-month and nine-month periods ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Derivatives in cash flow hedging relationships
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
Loans
$
888

 
$
224

 
$
858

 
$
195

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)
September 30, 2015
 
December 31, 2014
Derivative assets:
 
 
 
Interest rate lock agreements
$
8,339

 
$
4,064

Forward trades and options
34

 
35

Total derivative assets
8,373

 
4,099

Derivative liabilities:
 
 
 
Interest rate lock agreements
(110
)
 
(259
)
Forward trades and options
(5,490
)
 
(3,760
)
Total derivative liabilities
(5,600
)
 
(4,019
)
Net derivative asset (liability)
$
2,773

 
$
80

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.

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The total notional value of these derivative financial instruments at September 30, 2015 and December 31, 2014, was $0.5 billion and $0.6 billion, respectively. The total notional amount at September 30, 2015, corresponds to trading assets with a fair value of $2.9 million and no trading liabilities. Net trading gains and (losses) related to MSR hedging for the three-month periods ended September 30, 2015 and 2014, were $5.7 million and $(0.2) million, and $1.9 million and $3.8 million for the nine-month periods ended September 30, 2015 and 2014, 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 September 30, 2015 and December 31, 2014, were $75.8 million and $74.4 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $14.7 billion and $14.4 billion at September 30, 2015 and December 31, 2014, respectively. Huntington’s credit risks from interest rate swaps used for trading purposes were $272.0 million and $219.3 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 $397.4 million and $456.7 million at September 30, 2015 and December 31, 2014, 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 $10.2 million and $7.2 million at September 30, 2015 and December 31, 2014, respectively. These contracts mature between 2015 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 14. 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 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.

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At September 30, 2015 and December 31, 2014, aggregate credit risk associated with these derivatives, net of collateral that has been pledged by the counterparty, was $15.9 million and $19.5 million, respectively. The credit risk associated with interest rate swaps is calculated after considering master netting agreements with broker-dealers and banks.
At September 30, 2015, Huntington pledged $99.2 million of investment securities and cash collateral to counterparties, while other counterparties pledged $123.8 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 September 30, 2015 and December 31, 2014:
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
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
Derivatives
$
530,788

 
$
(79,204
)
 
$
451,584

 
$
(42,289
)
 
$
(3,983
)
 
$
405,312

December 31, 2014
Derivatives
480,803

 
(128,161
)
 
352,642

 
(27,744
)
 
(1,095
)
 
323,803

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
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
Derivatives
$
318,653

 
$
(28,976
)
 
$
289,677

 
$
(71,556
)
 
$
(377
)
 
$
217,744

December 31, 2014
Derivatives
363,192

 
(78,937
)
 
284,255

 
(78,654
)
 
(111
)
 
205,490


16. VIEs
Consolidated VIEs
Consolidated VIEs at September 30, 2015, 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.
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 September 30, 2015 and December 31, 2014:

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September 30, 2015
 
Huntington Technology
Funding Trust
 
Other Consolidated Trusts
 
Total
(dollar amounts in thousands)
Series 2012A
 
Series 2014A
 
 
Assets:
 
 
 
 
 
 
 
Cash
$

 
$

 
$

 
$

Loans and leases
40,968

 
180,165

 

 
221,133

Allowance for loan and lease losses

 

 

 

Net loans and leases
40,968

 
180,165

 

 
221,133

Accrued income and other assets

 

 
229

 
229

Total assets
$
40,968

 
$
180,165

 
$
229

 
$
221,362

Liabilities:
 
 
 
 
 
 
 
Other long-term debt
$
34,192

 
$
149,387

 
$

 
$
183,579

Accrued interest and other liabilities

 

 
229

 
229

Total liabilities
34,192

 
149,387

 
229

 
183,808

Equity:
 
 
 
 
 
 
 
Beneficial Interest owned by third party
6,776

 
30,778

 

 
37,554

Total liabilities and equity
$
40,968

 
$
180,165

 
$
229

 
$
221,362

 
December 31, 2014
(dollar amounts in thousands)
 
 
 
 
Other
Consolidated
Trusts
 
Total
Assets:
 
 
 
 
 
 
 
Cash
 
 
 
 
$

 
$

Loans and leases
 
 
 
 

 

Allowance for loan and lease losses
 
 
 
 

 

Net loans and leases
 
 
 
 

 

Accrued income and other assets
 
 
 
 
243

 
243

Total assets
 
 
 
 
$
243

 
$
243

Liabilities:
 
 
 
 
 
 
 
Other long-term debt
 
 
 
 
$

 
$

Accrued interest and other liabilities
 
 
 
 
243

 
243

Total liabilities
 
 
 
 
243

 
243

Equity:
 
 
 
 
 
 
 
Beneficial Interest owned by third party
 
 
 
 

 

Total liabilities and equity
 
 
 
 
$
243

 
$
243

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 September 30, 2015, and December 31, 2014:

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September 30, 2015
(dollar amounts in thousands)
Total Assets

Total Liabilities

Maximum Exposure to Loss
2015-1 Automobile Trust
$
9,378


$


$
9,378

2012-1 Automobile Trust
445




445

2012-2 Automobile Trust
1,231




1,231

2011 Automobile Trust





Tower Hill Securities, Inc.
46,591


65,000


46,591

Trust Preferred Securities
13,919


317,098



Low Income Housing Tax Credit Partnerships
407,191


181,788


407,191

Other Investments
88,745


27,289


88,745

Total
$
567,500


$
591,175


$
553,581

 
December 31, 2014
(dollar amounts in thousands)
Total Assets
 
Total Liabilities
 
Maximum Exposure to Loss
2012-1 Automobile Trust
$
2,136

 
$

 
$
2,136

2012-2 Automobile Trust
3,220

 

 
3,220

2011 Automobile Trust
944

 

 
944

Tower Hill Securities, Inc.
55,611

 
65,000

 
55,611

Trust Preferred Securities
13,919

 
317,075

 

Low Income Housing Tax Credit Partnerships
368,283

 
154,861

 
368,283

Other Investments
83,400

 
20,760

 
83,400

Total
$
527,513


$
557,696


$
513,594

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. Huntington has concluded that it is not the primary beneficiary of these trusts because it has neither the obligation to absorb losses of the entities that could potentially be significant to the VIEs nor the right to receive benefits from the entities that could potentially be significant to the VIEs. Huntington is not required and does not currently intend to provide any additional financial support to the trusts. Investors and creditors only have recourse to the assets held by the trusts. 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 2015 third quarter, Huntington cancelled the 2011 Automobile Trust. As a result, any remaining assets at the time of the cancellation are no longer part of the trust.
TOWER HILL SECURITIES, INC.
In 2010, we transferred approximately $92.1 million of municipal securities, $86.0 million in Huntington Preferred Capital, Inc. (Real Estate Investment Trust) Class E Preferred Stock and cash of $6.1 million to Tower Hill Securities, Inc. in exchange for $184.1 million of Common and Preferred Stock of Tower Hill Securities, Inc. The municipal securities and the REIT Shares will be used to satisfy $65.0 million of mandatorily redeemable securities issued by Tower Hill Securities, Inc. and are not available to satisfy the general debts and obligations of Huntington or any consolidated affiliates. The transfer was recorded as a secured financing. Interests held by Huntington consist of municipal securities within available for sale and other securities and Series B preferred securities within other long term debt of Huntington’s Unaudited Condensed Consolidated Balance Sheets. The maximum exposure to loss is equal to the carrying value of the municipal securities.
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

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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 September 30, 2015 follows:
(dollar amounts in thousands)
Rate
 
Principal amount of
subordinated note/
debenture issued to trust (1)
 
Investment in
unconsolidated
subsidiary
Huntington Capital I
1.00
%
(2)
$
111,816

 
$
6,186

Huntington Capital II
0.96

(3)
54,593

 
3,093

Sky Financial Capital Trust III
1.73

(4)
72,165

 
2,165

Sky Financial Capital Trust IV
1.68

(4)
74,320

 
2,320

Camco Financial Trust
2.77

(5)
4,204

 
155

Total
 
 
$
317,098

 
$
13,919

(1)
Represents the principal amount of debentures issued to each trust, including unamortized original issue discount.
(2)
Variable effective rate at September 30, 2015, based on three month LIBOR +0.70%.
(3)
Variable effective rate at September 30, 2015, based on three month LIBOR +0.625%.
(4)
Variable effective rate at September 30, 2015, based on three month LIBOR +1.40%.
(5)
Variable effective rate (including impact of purchase accounting accretion) at September 30, 2015, 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 is a limited partner in each Low Income Housing Tax Credit Partnership. A separate unrelated third party is the general partner. Each limited partnership is managed by the general partner, who exercises full and exclusive control over the affairs of the limited partnership. Duties entrusted to the general partner of each limited partnership include, but are not limited to: investment in operating companies, company expenditures, investment of excess funds, borrowing funds, employment of agents, disposition of fund property, prepayment and refinancing of liabilities, votes and consents, contract authority, disbursement of funds, accounting methods, tax elections, bank accounts, insurance, litigation, cash reserve, and use of working capital reserve funds. Except for limited rights granted to consent to certain transactions, the limited partner(s) may not participate in the operation, management, or control of the limited partnership’s business, transact any business in the limited partnership’s name or have any power to sign documents for or otherwise bind the limited partnership. In addition, the general partner may only be removed by the limited partner(s) in the event the general partner fails to comply with the terms of the agreement and/or is negligent in performing its duties.
Huntington believes the general partner of each limited partnership has the power to direct the activities which most significantly affect the performance of each partnership, therefore, Huntington has determined that it is not the primary beneficiary of any LIHTC partnership. 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 non-interest-income in the Unaudited Condensed Consolidated Statements of Income.

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The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments at September 30, 2015 and December 31, 2014:
(dollar amounts in thousands)
September 30,
2015
 
December 31,
2014
Affordable housing tax credit investments
$
646,215

 
$
576,381

Less: amortization
(239,024
)
 
(208,098
)
Net affordable housing tax credit investments
$
407,191

 
$
368,283

Unfunded commitments
$
181,788

 
$
154,861

The following table presents other information relating to Huntington’s affordable housing tax credit investments for the three-month and nine-month periods ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in thousands)
2015
 
2014
 
2015
 
2014
Tax credits and other tax benefits recognized
$
16,412

 
$
13,370

 
$
46,592

 
$
41,430

Proportional amortization method
 
 
 
 
 
 
 
Tax credit amortization expense included in provision for income taxes
10,942

 
9,659

 
33,235

 
28,537

Equity method
 
 
 
 
 
 
 
Tax credit investment (gains) losses included in non-interest income
(86
)
 
290

 
208

 
737

Huntington recognized immaterial impairment losses on tax credit investments during the three-month and nine-month periods ended September 30, 2015 and 2014.
OTHER INVESTMENTS
Other investments determined to be VIE’s include investments in New Market Tax Credit Investments, Historic Tax Credit Investments, Small Business Investment Companies, Rural Business Investment Companies, certain equity method investments and other miscellaneous investments.
17. 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 contractual amounts of these financial agreements at September 30, 2015 and December 31, 2014, were as follows:
(dollar amounts in thousands)
September 30,
2015

December 31,
2014
Contract amount represents credit risk:



Commitments to extend credit



Commercial
$
11,132,340


$
11,181,522

Consumer
8,322,665


7,579,632

Commercial real estate
895,028


908,112

Standby letters-of-credit
490,776


497,457

Commercial letters-of-credit
33,079


36,460

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.

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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 $6.6 million and $4.4 million at September 30, 2015 and December 31, 2014, 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 September 30, 2015, Huntington had $490.8 million of standby letters-of-credit outstanding, of which 81% were collateralized. Included in this $490.8 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 grading system as of September 30, 2015, approximately $150 million of the standby letters-of-credit were rated strong with sufficient asset quality, liquidity, and good debt capacity and coverage; approximately $340 million were rated average with acceptable asset quality, liquidity, and modest debt capacity; and approximately less than $1 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 September 30, 2015 and December 31, 2014, Huntington had commitments to sell residential real estate loans of $770.1 million and $545.0 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.
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 $80.0 million at September 30, 2015. 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.

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Cyberco Litigation. The Bank has been named a defendant in two lawsuits, arising from the Bank’s commercial lending, depository, and equipment leasing relationships with Cyberco Holdings, Inc. (Cyberco), based in Grand Rapids, Michigan. In November 2004, the Federal Bureau of Investigation and the Internal Revenue Service raided Cyberco’s facilities and Cyberco’s operations ceased. An equipment leasing fraud was uncovered, whereby Cyberco sought financing from equipment lessors and financial institutions, including the Bank, 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.
Cyberco filed a Chapter 7 bankruptcy petition on December 9, 2004, and a state court receiver for Teleservices then filed a Chapter 7 bankruptcy petition for Teleservices on January 21, 2005. In an adversary proceeding commenced against the Bank on December 8, 2006, the Cyberco bankruptcy trustee sought recovery of over $70.0 million he alleged was transferred to the Bank. The Cyberco bankruptcy trustee also alleged preferential transfers were made to the Bank in the amount of approximately $1.2 million. The Bank moved to dismiss the complaint and all but the preference claims were dismissed on January 29, 2008. The Bankruptcy Court ordered the case to be tried in July 2012, and entered an order governing all pretrial conduct. The Bank filed a motion for summary judgment on the basis that the Cyberco trustee sought recovery of the same alleged transfers as the Teleservices trustee in a separate case described below. The Bankruptcy Court granted the motion in principal part and the parties stipulated to a full dismissal which was entered on June 19, 2012.
The Teleservices bankruptcy trustee filed a separate adversary proceeding against the Bank on January 19, 2007, seeking to avoid and recover alleged transfers that occurred in two ways: (1) checks made payable to the Bank for application to Cyberco’s indebtedness to the Bank, and (2) deposits into Cyberco’s bank accounts with the Bank. A trial was held as to only the Bank’s defenses. Subsequently, the trustee filed a summary judgment motion on the affirmative case, alleging the fraudulent transfers to the Bank totaled approximately $73.0 million and seeking judgment in that amount (which includes the $1.2 million alleged to be preferential transfers by the Cyberco bankruptcy trustee). On March 17, 2011, the Bankruptcy Court issued an Opinion determining that the alleged transfers made to the Bank during the period from April 30, 2004 through November 2004 were not received in good faith and that the Bank failed to show a lack of knowledge of the avoidability of the alleged transfers made from September 2003 through November 2004. The trustee then filed an amended motion for summary judgment in the affirmative case and a hearing was held on July 1, 2011.
On March 30, 2012, the Bankruptcy Court issued an Opinion on the Teleservices trustee’s motion determining the Bank was the initial transferee of the checks 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 the Bank under the Bankruptcy Code, and the Bank was liable for both the checks and the deposits, totaling approximately $73.0 million. The Bankruptcy Court delivered its report and recommendation to the District Court for the Western District of Michigan, recommending that the District Court enter a final judgment against the Bank in the principal amount of $71.8 million, plus interest through July 27, 2012, in the amount of $8.8 million. The parties filed their respective objections and responses to the Bankruptcy Court’s report and recommendation. The District Court held a hearing in September 2014 and conducted a de novo review of the fact findings and legal conclusions in the Bankruptcy Court’s report and recommendation.
On September 28, 2015, the District Court entered a judgment against the Bank in the amount of $71.8 million plus costs and pre- and post-judgment interest. While Huntington plans to appeal the decision and to continue to aggressively contest the claims of this complex case, Huntington has increased its legal reserves by approximately $38.2 million in the 2015 third quarter to fully accrue for the amount of the judgment.
MERSCORP Litigation. The Bank 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 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, the Bank has not been named a defendant in those other cases.

Powell v. Huntington National Bank. The Bank 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. The Bank 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 federal law and therefore does not apply to the Bank. Following further briefing by the parties, the federal district court denied

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the Bank’s motion for judgment on the pleadings on September 26, 2014. On June 8, 2015, the Fourth Circuit Court of Appeals granted the Bank’s motion for an interlocutory appeal of the district court’s decision. The matter has been briefed, and the parties await scheduling of oral argument.

18. 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. Descriptions of our five business segments can be found in the Business section included in Item 1 of our 2014 Form 10-K.
Listed below is certain operating basis financial information reconciled to Huntington’s September 30, 2015,  December 31, 2014, and September 30, 2014, reported results by business segment:
 
Three Months Ended September 30,
Income Statements
Retail & Business Banking
 
Commercial Banking
 
AFCRE
 
RBHPCG
 
Home Lending
 
Treasury/Other
 
Huntington Consolidated
(dollar amounts in thousands)
 
 
 
 
 
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
260,617

 
$
97,307

 
$
95,838

 
$
30,268

 
$
16,915

 
$
(5,490
)
 
$
495,455

Provision (reduction in allowance) for credit losses
(3,889
)
 
9,359

 
12,618

 
3,550

 
838

 

 
22,476

Noninterest income
114,856

 
65,803

 
5,774

 
35,811

 
11,640

 
19,235

 
253,119

Noninterest expense
254,488

 
75,447

 
38,769

 
68,054

 
40,986

 
48,764

 
526,508

Income taxes
43,706

 
27,406

 
17,579

 
(1,934
)
 
(4,644
)
 
(35,111
)
 
47,002

Net income (loss)
$
81,168

 
$
50,898

 
$
32,646

 
$
(3,591
)
 
$
(8,625
)
 
$
92

 
$
152,588

2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
230,318

 
$
78,393

 
$
96,355

 
$
25,239

 
$
14,620

 
$
21,410

 
$
466,335

Provision (reduction in allowance) for credit losses
22,528

 
13,635

 
(18,660
)
 
3,179

 
3,797

 
1

 
24,480

Noninterest income
105,868

 
56,486

 
6,165

 
42,097

 
20,838

 
15,895

 
247,349

Noninterest expense
251,507

 
62,296

 
39,714

 
60,548

 
33,523

 
32,730

 
480,318

Income taxes
21,753

 
20,632

 
28,513

 
1,263

 
(652
)
 
(17,639
)
 
53,870

Net income (loss)
$
40,398

 
$
38,316

 
$
52,953

 
$
2,346

 
$
(1,210
)
 
$
22,213

 
$
155,016

 
Nine Months Ended September 30,
Income Statements
Retail & Business Banking
 
Commercial Banking
 
AFCRE
 
RBHPCG
 
Home Lending
 
Treasury/Other
 
Huntington Consolidated
(dollar amounts in thousands)
 
 
 
 
 
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
766,188

 
$
266,638

 
$
286,042

 
$
84,843

 
$
48,545

 
$
1,570

 
$
1,453,826

Provision for credit losses
22,664

 
13,167

 
14,733

 
7,791

 
5,131

 

 
63,486

Noninterest income
323,552

 
191,039

 
22,024

 
114,198

 
62,274

 
53,428

 
766,515

Noninterest expense
771,339

 
208,236

 
112,802

 
189,901

 
118,414

 
76,450

 
1,477,142

Income taxes
103,508

 
82,696

 
63,186

 
472

 
(4,454
)
 
(80,343
)
 
165,065

Net income (loss)
$
192,229

 
$
153,578

 
$
117,345

 
$
877

 
$
(8,272
)
 
$
58,891

 
$
514,648

2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
678,502

 
$
226,316

 
$
282,239

 
$
76,399

 
$
41,997

 
$
58,436

 
$
1,363,889

Provision for credit losses
63,962

 
33,681

 
(44,809
)
 
5,353

 
20,308

 

 
78,495

Noninterest income
306,364

 
157,107

 
19,706

 
132,080

 
59,946

 
70,698

 
745,901

Noninterest expense
732,623

 
188,170

 
116,568

 
176,595

 
101,490

 
83,629

 
1,399,075

Income taxes
65,898

 
56,550

 
80,565

 
9,286

 
(6,949
)
 
(41,908
)
 
163,442

Net income (loss)
$
122,383

 
$
105,022

 
$
149,621

 
$
17,245

 
$
(12,906
)
 
$
87,413

 
$
468,778


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Assets at
 
Deposits at
(dollar amounts in thousands)
September 30,
2015
 
December 31,
2014
 
September 30,
2015
 
December 31,
2014
Retail & Business Banking
$
15,781,016

 
$
15,146,857

 
$
29,979,237

 
$
29,350,255

Commercial Banking
16,753,525

 
15,043,477

 
11,825,996

 
11,184,566

AFCRE
17,329,574

 
16,027,910

 
1,521,992

 
1,377,921

RBHPCG
3,447,385

 
3,871,020

 
7,377,486

 
6,727,892

Home Lending
4,061,686

 
3,949,247

 
305,068

 
326,841

Treasury / Other
12,836,992

 
12,259,499

 
3,234,932

 
2,764,676

Total
$
70,210,178

 
$
66,298,010

 
$
54,244,711

 
$
51,732,151

19. BUSINESS COMBINATIONS
MACQUARIE EQUIPMENT FINANCE
On March 31, 2015, Huntington completed its acquisition of Macquarie, subsequently rebranded Huntington Technology Finance, in a cash transaction valued at $457.8 million. The acquisition gives us the ability to drive added growth to our national equipment finance business as well as additional small business finance capabilities.
As a result of the acquisition, Huntington recorded approximately $1.1 billion of assets and assumed $616.6 million of debt, securitizations, and other liabilities. Assets acquired and liabilities assumed were recorded at fair value in accordance with ASC 805, “Business Combinations”. The fair values for assets were estimated using discounted cash flow analyses using interest rates currently being offered for leases with similar terms (Level 3). This value was reduced by an estimate of probable losses and the credit risk associated with leased assets. The fair values of debt, securitizations, and other liabilities were estimated by discounting cash flows using interest rates currently being offered with similar maturities (Level 3). As part of the acquisition, Huntington recorded $155.8 million of goodwill, all of which is deductible for tax purposes.
Pro forma results have not been disclosed, as those amounts are not significant to the unaudited condensed consolidated financial statements.

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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 2014 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.
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 17 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.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) and (b)
Not Applicable
 
(c)

Period
Total
Number of
Shares
Purchased (1)
 
Average
Price Paid
Per Share
 
Maximum Number of Shares (or
Approximate Dollar Value) that
May Yet Be Purchased Under
the Plans or Programs (2)
July 1, 2015 to July 31, 2015

 
$

 
$
267,045,130

August 1, 2015 to August 31, 2015
4,132,880

 
10.69

 
222,864,643

September 1, 2015 to September 30, 2015
2,631,044

 
10.63

 
194,896,645

Total
6,763,924

 
$
10.66

 
$
194,896,645

 
(1)
The reported shares were repurchased pursuant to Huntington’s publicly announced stock repurchase authorizations.
(2)
The number shown represents, as of the end of each period, the maximum number of shares (approximate dollar value) of Common Stock that may yet be purchased under publicly announced stock repurchase authorizations. The shares may be purchased, from time-to-time, depending on market conditions.
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. During the three-month period ended September 30, 2015, Huntington repurchased a total of 6.8 million shares at a weighted average share price of $10.66.
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
 
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

  
 
 
 
 
 
 
 
 
 
 


Table of Contents

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
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 September 30, 2015, 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

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Huntington Bancshares Incorporated
(Registrant)
 
 
 
 
 
Date:
October 30, 2015
 
/s/ Stephen D. Steinour
 
 
 
Stephen D. Steinour
 
 
 
Chairman, Chief Executive Officer and President
 
 
 
Date:
October 30, 2015
 
/s/ Howell D. McCullough III
 
 
 
Howell D. McCullough III
 
 
 
Chief Financial Officer


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