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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 March 31, 2016
Commission File Number 1-34073
Huntington Bancshares Incorporated
 
Maryland
31-0724920
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number (614) 480-8300
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.     x  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
x
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes    x  No
There were 796,689,077 shares of Registrant’s common stock ($0.01 par value) outstanding on March 31, 2016
.



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HUNTINGTON BANCSHARES INCORPORATED
INDEX
 
 
 

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

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

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





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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 150 years of servicing the financial needs of our customers. Through our subsidiaries, we provide full-service commercial and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, brokerage services, insurance service programs, and other financial products and services. Our 771 branches and private client group offices are located in Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky. Selected financial services and other activities are also conducted in various other states. International banking services are available through the headquarters office in Columbus, Ohio and a limited purpose office located in the Cayman Islands. Our foreign banking activities, in total or with any individual country, are not significant.
This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. The MD&A included in our 2015 Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the 2015 Form 10-K. This MD&A should also be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, and other information contained in this report.
Our discussion is divided into key segments:
Executive Overview - Provides a summary of our current financial performance and business overview, including our thoughts on the impact of the economy, legislative and regulatory initiatives, and recent industry developments. This section also provides our outlook regarding our expectations for the next several quarters.
Discussion of Results of Operations - Reviews financial performance from a consolidated Company perspective. It also includes a Significant Items section that summarizes key issues helpful for understanding performance trends. Key consolidated average balance sheet and income statement trends are also discussed in this section.
Risk Management and Capital - Discusses credit, market, liquidity, operational, and compliance risks, including how these are managed, as well as performance trends. It also includes a discussion of liquidity policies, how we obtain funding, and related performance. In addition, there is a discussion of guarantees and/or commitments made for items such as standby letters of credit and commitments to sell loans, and a discussion that reviews the adequacy of capital, including regulatory capital requirements.
Business Segment Discussion - Provides an overview of financial performance for each of our major business segments and provides additional discussion of trends underlying consolidated financial performance.
Additional Disclosures - Provides comments on important matters including forward-looking statements, critical accounting policies and use of significant estimates, and recent accounting pronouncements and developments.
A reading of each section is important to understand fully the nature of our financial performance and prospects.


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EXECUTIVE OVERVIEW
Summary of 2016 First Quarter Results Compared to 2015 First Quarter
For the quarter, we reported net income of $171 million, or $0.20 per common share, compared with $166 million, or $0.19 per common share, in the year-ago quarter (see Table 1).
Fully-taxable equivalent net interest income was $512 million, up $37 million, or 8%. The results reflected the benefit from a $5.0 billion, or 8%, increase in average earning assets, partially offset by a 4 basis point reduction in the net interest margin to 3.11%. Average earning asset growth included a $2.8 billion, or 6%, increase in average loans and leases and a $2.1 billion, or 17%, increase in average securities. The net interest margin contraction reflected a 14 basis point increase in funding costs, partially offset by a 6 basis point increase in earning asset yields and a 4 basis point increase in the benefit from the amount of noninterest-bearing funds. The increase in funding costs was primarily the result of the issuance of $4.1 billion of debt over the past five quarters. In the 2016 first quarter, the NIM benefited by approximately 2 basis points as a result of recoveries of previously charged-off loans in the CRE portfolio.
The provision for credit losses was $28 million, up $7 million, or 34%. Overall asset quality remained strong, with modest volatility based on the absolute low level of problem credits. NALs increased $134 million, or 37%, from the year-ago quarter to $499 million, or 0.97% of total loans and leases. The increase was primarily centered in the commercial portfolio and was associated with a small number of energy sector loan relationships. NCOs decreased $16 million, or 65%, to $9 million. NCOs represented an annualized 0.07% of average loans and leases in the current quarter, down from 0.18% in the prior quarter and 0.20% in the year-ago quarter. Commercial charge-offs were positively impacted by one large recovery in the CRE portfolio and broader continued successful workout strategies, while consumer charge-offs remained within our expected range. Overall consumer credit metrics, led by the residential mortgage and home equity portfolios, continue to show an improving trend, while the commercial portfolios continue to experience some quarter-to-quarter volatility based on the absolute low level of problem loans.
Noninterest income was $242 million, up $10 million, or 4%. This reflected an $8 million, or 37%, increase in other income related to equipment operating lease income from Huntington Technology Finance. In addition, service charges on deposit accounts increased $8 million, or 13%, reflecting the benefit of continued new customer acquisition. Also, cards and payment processing income increased $4 million, or 12%, due to higher card related income and underlying customer growth. These increases were partially offset by a $6 million, or 21%, decrease in trust services, primarily related to the sale of HAA, HASI, and Unified, and transition of the money market assets of the Huntington Funds to a third party at the end of the 2015 fourth quarter. Also, mortgage banking income decreased $4 million, or 19%, due to a reduction in mortgage volume and a $2 million impact from net MSR activity.
Noninterest expense was $491 million, up $32 million, or 7%. Personnel costs increased $20 million, or 8%, due to a $16 million increase in salaries and a $4 million increase in benefits expense. In addition, outside data processing and other services expense increased $11 million, or 22%, from ongoing technology investments. These increases were partially offset by a $6 million, or 64%, decrease in amortization of intangibles reflecting the full amortization of the core deposit intangible at the end of the 2015 second quarter from the Sky Financial acquisition.
The tangible common equity to tangible assets ratio was 7.89%, down 6 basis points. The CET1 risk-based capital ratio was 9.73% at March 31, 2016, up from 9.51% a year ago. The regulatory tier 1 risk-based capital ratio was 10.99% compared to 10.22% at March 31, 2015. All capital ratios were impacted by the repurchase of 18.1 million common shares over the last four quarters under the $366 million repurchase authorization included in the 2015 CCAR capital plan. In the announcement of the pending FirstMerit acquisition, we stated our intention to forgo the remaining $166 million of share repurchase capacity under our 2015 CCAR capital plan. As a result, we did not repurchase any common shares during the 2016 first quarter. The regulatory Tier 1 risk-based and total risk-based capital ratios benefited from the issuance of $400 million of preferred equity during the 2016 first quarter.
Business Overview
General
Our general business objectives are: (1) grow net interest income and fee income, (2) deliver positive operating leverage, (3) increase primary relationships across all business segments, (4) continue to strengthen risk management and (5) maintain capital and liquidity positions consistent with our risk appetite.
We delivered solid performance for the 2016 first quarter with strong year-over-year gains on revenue and EPS, positioning us well for the year ahead. Year-over-year performance benefited from core deposit and fee income growth within

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our disciplined, risk-balanced approach to the business. Small business and middle-market lending in the first quarter reflected ongoing optimism in the continuing strength of our regional economy, despite headwinds within certain sectors and continued global macroeconomic uncertainty and volatility. Progress in our integration efforts toward the proposed acquisition of FirstMerit announced early in the first quarter is on pace. Our goal is to complete the acquisition in the third quarter of 2016.
Economy
The Midwest regional economy where we do business continues to perform well, gradually returning to normal levels. Although we are mindful of headwinds created by market volatility, global macroeconomic uncertainty, and downturns within pockets of the economy, we do not see evidence that these factors have significantly dampened the prospects of our core customers and communities.
Expectations – 2016

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

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

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Table 1 - Selected Quarterly Income Statement Data (1)
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Three months ended
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2016
 
2015
 
2015
 
2015
 
2015
Interest income
$
557,251

 
$
544,153

 
$
538,477

 
$
529,795

 
$
502,096

Interest expense
54,185

 
47,242

 
43,022

 
39,109

 
34,411

Net interest income
503,066

 
496,911

 
495,455

 
490,686

 
467,685

Provision for credit losses
27,582

 
36,468

 
22,476

 
20,419

 
20,591

Net interest income after provision for credit losses
475,484

 
460,443

 
472,979

 
470,267

 
447,094

Service charges on deposit accounts
70,262

 
72,854

 
75,157

 
70,118

 
62,220

Cards and payment processing income
36,447

 
37,594

 
36,664

 
35,886

 
32,571

Mortgage banking income
18,543

 
31,418

 
18,956

 
38,518

 
22,961

Trust services
22,838

 
25,272

 
24,972

 
26,550

 
29,039

Insurance income
16,225

 
15,528

 
16,204

 
17,637

 
15,895

Brokerage income
15,502

 
14,462

 
15,059

 
15,184

 
15,500

Capital markets fees
13,010

 
13,778

 
12,741

 
13,192

 
13,905

Bank owned life insurance income
13,513

 
13,441

 
12,719

 
13,215

 
13,025

Gain on sale of loans
5,395

 
10,122

 
5,873

 
12,453

 
4,589

Securities gains (losses)

 
474

 
188

 
82

 

Other income
30,132

 
37,272

 
34,586

 
38,938

 
21,918

Total noninterest income
241,867

 
272,215

 
253,119

 
281,773

 
231,623

Personnel costs
285,397

 
288,861

 
286,270

 
282,135

 
264,916

Outside data processing and other services
61,878

 
63,775

 
58,535

 
58,508

 
50,535

Equipment
32,576

 
31,711

 
31,303

 
31,694

 
30,249

Net occupancy
31,476

 
32,939

 
29,061

 
28,861

 
31,020

Marketing
12,268

 
12,035

 
12,179

 
15,024

 
12,975

Professional services
13,538

 
13,010

 
11,961

 
12,593

 
12,727

Deposit and other insurance expense
11,208

 
11,105

 
11,550

 
11,787

 
10,167

Amortization of intangibles
3,712

 
3,788

 
3,913

 
9,960

 
10,206

Other expense
39,027

 
41,542

 
81,736

 
41,215

 
36,062

Total noninterest expense
491,080

 
498,766

 
526,508

 
491,777

 
458,857

Income before income taxes
226,271

 
233,892

 
199,590

 
260,263

 
219,860

Provision for income taxes
54,957

 
55,583

 
47,002

 
64,057

 
54,006

Net income
171,314

 
178,309

 
152,588

 
196,206

 
165,854

Dividends on preferred shares
7,998

 
7,972

 
7,968

 
7,968

 
7,965

Net income applicable to common shares
$
163,316

 
$
170,337

 
$
144,620

 
$
188,238

 
$
157,889

Average common shares—basic
795,755

 
796,095

 
800,883

 
806,891

 
809,778

Average common shares—diluted
808,349

 
810,143

 
814,326

 
820,238

 
823,809

Net income per common share—basic
$
0.21

 
$
0.21

 
$
0.18

 
$
0.23

 
$
0.19

Net income per common share—diluted
0.20

 
0.21

 
0.18

 
0.23

 
0.19

Cash dividends declared per common share
0.07

 
0.07

 
0.06

 
0.06

 
0.06

Return on average total assets
0.96
%
 
1.00
%
 
0.87
%
 
1.16
%
 
1.02
%
Return on average common shareholders’ equity
10.4

 
10.8

 
9.3

 
12.3

 
10.6

Return on average tangible common shareholders’ equity (2)
11.9

 
12.4

 
10.7

 
14.4

 
12.2

Net interest margin (3)
3.11

 
3.09

 
3.16

 
3.20

 
3.15

Efficiency ratio (4)
64.6

 
63.7

 
69.1

 
61.7

 
63.5

Effective tax rate
24.3

 
23.8

 
23.5

 
24.6

 
24.6

Revenue—FTE
 
 
 
 
 
 
 
 
 
Net interest income
$
503,066

 
$
496,911

 
$
495,455

 
$
490,686

 
$
467,685

FTE adjustment
9,159

 
8,425

 
8,168

 
7,962

 
7,560


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Net interest income (3)
512,225

 
505,336

 
503,623

 
498,648

 
475,245

Noninterest income
241,867

 
272,215

 
253,119

 
281,773

 
231,623

Total revenue (3)
$
754,092

 
$
777,551

 
$
756,742

 
$
780,421

 
$
706,868

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

1.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 2016 first quarter, $6 million of noninterest expense was recorded related to the pending acquisition of FirstMerit. This resulted in a negative impact of $0.01 per common share.

During the 2015 fourth quarter, $2 million of noninterest expense was recorded related to the acquisition of Macquarie Equipment Finance, which was rebranded Huntington Technology Finance. Also during the 2015 fourth quarter, $1 million of noninterest expense and $3 million of noninterest income was recorded related to the sale of HAA, HASI, and Unified.

During the 2015 first quarter, $3 million of noninterest expense was recorded related to the acquisition of Macquarie Equipment Finance, which was rebranded Huntington Technology Finance.

2.Franchise Repositioning Related Expense. During the 2015 fourth quarter, $8 million of franchise repositioning-related expense was recorded. This resulted in a negative impact of $0.01 per common share.

The following table reflects the earnings impact of the above-mentioned Significant Items for periods affected by this Results of Operations discussion:
 
Table 2 - Significant Items Influencing Earnings Performance Comparison
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
March 31, 2016
 
December 31, 2015
 
March 31, 2015
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
 
After-tax
 
EPS (2)(3)
Net income
$
171,314

 
 
 
$
178,309

 
 
 
$
165,854

 
 
Earnings per share, after-tax
 
 
$
0.20

 
 
 
$
0.21

 
 
 
$
0.19

Significant Items—favorable (unfavorable) impact:
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
 
Earnings (1)
 
EPS (2)(3)
Mergers and acquisitions, net
$
(6,406
)
 
$
(0.01
)
 
$
368

 
$

 
$
(3,351
)
 
$

Franchise repositioning related expense

 

 
(7,588
)
 
(0.01
)
 

 

(1)
Pretax unless otherwise noted.

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(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 3 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (3)
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Balances
 
 
 
 
 
Three Months Ended
 
Change
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
1Q16 vs. 1Q15
 
2016
 
2015
 
2015
 
2015
 
2015
 
Amount
 
Percent
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
$
98

 
$
89

 
$
89

 
$
89

 
$
94

 
$
4

 
4
 %
Loans held for sale
433

 
502

 
464

 
1,272

 
381

 
52

 
14

Securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
6,633

 
8,099

 
8,310

 
7,916

 
7,664

 
(1,031
)
 
(13
)
Tax-exempt
2,358

 
2,257

 
2,136

 
2,028

 
1,874

 
484

 
26

Total available-for-sale and other securities
8,991

 
10,356

 
10,446

 
9,944

 
9,538

 
(547
)
 
(6
)
Trading account securities
40

 
39

 
52

 
41

 
53

 
(13
)
 
(25
)
Held-to-maturity securities—taxable
6,054

 
4,148

 
3,226

 
3,324

 
3,347

 
2,707

 
81

Total securities
15,085

 
14,543

 
13,724

 
13,309

 
12,938

 
2,147

 
17

Loans and leases: (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
20,649

 
20,186

 
19,802

 
19,819

 
19,116

 
1,533

 
8

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
923

 
1,108

 
1,101

 
970

 
887

 
36

 
4

Commercial
4,283

 
4,158

 
4,193

 
4,214

 
4,275

 
8

 

Commercial real estate
5,206

 
5,266

 
5,294

 
5,184

 
5,162

 
44

 
1

Total commercial
25,855

 
25,452

 
25,096

 
25,003

 
24,278

 
1,577

 
6

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
9,730

 
9,286

 
8,879

 
8,083

 
8,783

 
947

 
11

Home equity
8,441

 
8,463

 
8,526

 
8,503

 
8,484

 
(43
)
 
(1
)
Residential mortgage
6,018

 
6,079

 
6,048

 
5,859

 
5,810

 
208

 
4

Other consumer
574

 
547

 
497

 
451

 
425

 
149

 
35

Total consumer
24,763

 
24,375

 
23,950

 
22,896

 
23,502

 
1,261

 
5

Total loans and leases
50,618

 
49,827

 
49,046

 
47,899

 
47,780

 
2,838

 
6

Allowance for loan and lease losses
(604
)
 
(595
)
 
(609
)
 
(608
)
 
(612
)
 
8

 
(1
)
Net loans and leases
50,014

 
49,232

 
48,437

 
47,291

 
47,168

 
2,846

 
6

Total earning assets
66,234

 
64,961

 
63,323

 
62,569

 
61,193

 
5,041

 
8

Cash and due from banks
1,013

 
1,468

 
1,555

 
926

 
935

 
78

 
8

Intangible assets
730

 
734

 
739

 
745

 
593

 
137

 
23

All other assets
4,223

 
4,233

 
4,273

 
4,233

 
4,126

 
97

 
2

Total assets
$
71,596

 
$
70,801

 
$
69,281

 
$
67,865

 
$
66,235

 
$
5,361

 
8
 %
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
16,334

 
$
17,174

 
$
17,017

 
$
15,893

 
$
15,253

 
$
1,081

 
7
 %
Demand deposits—interest-bearing
7,776

 
6,923

 
6,604

 
6,584

 
6,173

 
1,603

 
26

Total demand deposits
24,110

 
24,097

 
23,621

 
22,477

 
21,426

 
2,684

 
13

Money market deposits
19,682

 
19,843

 
19,512

 
18,803

 
19,368

 
314

 
2

Savings and other domestic deposits
5,306

 
5,215

 
5,224

 
5,273

 
5,169

 
137

 
3

Core certificates of deposit
2,265

 
2,430

 
2,534

 
2,639

 
2,814

 
(549
)
 
(20
)

11

Table of Contents

Total core deposits
51,363

 
51,585

 
50,891

 
49,192

 
48,777

 
2,586

 
5

Other domestic time deposits of $250,000 or more
455

 
426

 
217

 
184

 
195

 
260

 
133

Brokered deposits and negotiable CDs
2,897

 
2,929

 
2,779

 
2,701

 
2,600

 
297

 
11

Deposits in foreign offices
264

 
398

 
492

 
562

 
557

 
(293
)
 
(53
)
Total deposits
54,979

 
55,338

 
54,379

 
52,639

 
52,129

 
2,850

 
5

Short-term borrowings
1,145

 
524

 
844

 
2,153

 
1,882

 
(737
)
 
(39
)
Long-term debt
7,202

 
6,788

 
6,043

 
5,121

 
4,358

 
2,844

 
65

Total interest-bearing liabilities
46,992

 
45,476

 
44,249

 
44,020

 
43,116

 
3,876

 
9

All other liabilities
1,515

 
1,515

 
1,442

 
1,435

 
1,450

 
65

 
4

Shareholders’ equity
6,755

 
6,636

 
6,573

 
6,517

 
6,416

 
339

 
5

Total liabilities and shareholders’ equity
$
71,596

 
$
70,801

 
$
69,281

 
$
67,865

 
$
66,235

 
$
5,361

 
8
 %

12

Table of Contents

Table 3 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued) (3)
 
 
 
 
 
 
 
 
 
 
 
Average Yield Rates (2)
 
Three Months Ended
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
Fully-taxable equivalent basis (1)
2016
 
2015
 
2015
 
2015
 
2015
Assets:
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
0.21
%
 
0.08
%
 
0.06
%
 
0.08
%
 
0.18
%
Loans held for sale
3.99

 
4.24

 
3.81

 
3.32

 
3.69

Securities:
 
 
 
 
 
 
 
 
 
Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
Taxable
2.39

 
2.50

 
2.51

 
2.60

 
2.50

Tax-exempt
3.40

 
3.15

 
3.12

 
3.13

 
3.05

Total available-for-sale and other securities
2.65

 
2.64

 
2.63

 
2.71

 
2.61

Trading account securities
0.50

 
1.09

 
0.97

 
1.00

 
1.17

Held-to-maturity securities—taxable
2.43

 
2.45

 
2.46

 
2.50

 
2.47

Total securities
2.56

 
2.58

 
2.59

 
2.65

 
2.57

Loans and leases: (3)
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
3.52

 
3.47

 
3.58

 
3.61

 
3.33

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
3.51

 
3.45

 
3.52

 
3.60

 
3.81

Commercial
3.59

 
3.31

 
3.43

 
3.41

 
3.57

Commercial real estate
3.57

 
3.34

 
3.45

 
3.45

 
3.62

Total commercial
3.53

 
3.45

 
3.55

 
3.58

 
3.39

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
3.17

 
3.22

 
3.23

 
3.20

 
3.24

Home equity
4.20

 
4.01

 
4.01

 
3.97

 
4.03

Residential mortgage
3.69

 
3.67

 
3.71

 
3.72

 
3.75

Other consumer
10.02

 
9.17

 
8.88

 
8.45

 
8.20

Total consumer
3.81

 
3.74

 
3.75

 
3.73

 
3.74

Total loans and leases
3.67

 
3.59

 
3.65

 
3.65

 
3.56

Total earning assets
3.44

 
3.37

 
3.42

 
3.45

 
3.38

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing

 

 

 

 

Demand deposits—interest-bearing
0.09

 
0.08

 
0.07

 
0.06

 
0.05

Total demand deposits
0.03

 
0.02

 
0.02

 
0.02

 
0.01

Money market deposits
0.24

 
0.23

 
0.23

 
0.22

 
0.21

Savings and other domestic deposits
0.13

 
0.14

 
0.14

 
0.14

 
0.15

Core certificates of deposit
0.82

 
0.83

 
0.80

 
0.78

 
0.76

Total core deposits
0.23

 
0.23

 
0.23

 
0.22

 
0.22

Other domestic time deposits of $250,000 or more
0.41

 
0.40

 
0.43

 
0.44

 
0.42

Brokered deposits and negotiable CDs
0.38

 
0.19

 
0.17

 
0.17

 
0.17

Deposits in foreign offices
0.13

 
0.13

 
0.13

 
0.13

 
0.13

Total deposits
0.24

 
0.23

 
0.22

 
0.22

 
0.22

Short-term borrowings
0.32

 
0.09

 
0.09

 
0.14

 
0.12

Long-term debt
1.68

 
1.49

 
1.45

 
1.45

 
1.31

Total interest-bearing liabilities
0.46

 
0.41

 
0.39

 
0.36

 
0.32

Net interest rate spread
2.98

 
2.96

 
3.03

 
3.09

 
3.06

Impact of noninterest-bearing funds on margin
0.13

 
0.13

 
0.13

 
0.11

 
0.09

Net interest margin
3.11
%
 
3.09
%
 
3.16
%
 
3.20
%
 
3.15
%
(1)
FTE yields are calculated assuming a 35% tax rate.
(2)
Loan, lease, and deposit average rates include impact of applicable derivatives, non-deferrable fees, and amortized fees.

13

Table of Contents

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

2016 First Quarter versus 2015 First Quarter

FTE net interest income for the 2016 first quarter increased $37 million, or 8%, from the 2015 first quarter. This reflected the benefit from the $5.0 billion, or 8%, increase in average earning assets partially offset by a 4 basis point reduction in the FTE net interest margin to 3.11%. Average earning asset growth included a $2.8 billion, or 6%, increase in average loans and leases and a $2.1 billion, or 17%, increase in average securities. The NIM contraction reflected a 14 basis point increase in funding costs, partially offset by a 6 basis point increase in earning asset yields and a 4 basis point increase in the benefit from the amount of noninterest-bearing funds. In the 2016 first quarter, the NIM benefited by approximately 2 basis points as a result of recoveries of previously charged-off loans in the CRE portfolio.
Average earning assets for the 2016 first quarter increased $5.0 billion, or 8%, from the year-ago quarter. The increase was driven by:
$2.1 billion, or 17%, increase in average securities, primarily reflecting the reinvestment of cash flows and additional investment in LCR Level 1 qualifying securities and a $0.6 billion increase in direct purchase municipal instruments in our Commercial Banking segment.
$1.5 billion, or 8%, increase in average C&I loans and leases, 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 organic growth in equipment finance leases, automobile dealer floorplan lending, and corporate banking.
$0.9 billion, or 11%, increase in average Automobile loans. The 2016 first quarter represented the ninth consecutive quarter of greater than $1.0 billion in automobile loan originations, while maintaining our underwriting consistency and discipline.
Average total deposits for the 2016 first quarter increased $2.9 billion, or 5%, from the year-ago quarter, including a $2.6 billion, or 5%, increase in average total core deposits. Average total interest-bearing liabilities increased $3.9 billion, or 9%, from the year-ago quarter. Year-over-year changes in total liabilities reflected:
$2.7 billion, or 13%, increase in average demand deposits, including a $1.6 billion, or 26%, increase in average interest-bearing demand deposits and a $1.1 billion, or 7%, increase in average noninterest-bearing demand deposits. The increase in average total demand deposits was comprised of a $1.7 billion, or 13%, increase in average commercial demand deposits and a $0.9 billion, or 12%, increase in average consumer demand deposits.
$2.1 billion, or 34%, increase in average total debt, reflecting the issuance of $4.1 billion of senior debt over the past five quarters, including $1.0 billion issued during the 2016 first quarter, as well as debt assumed in the Huntington Technology Finance acquisition at the end of the 2015 first quarter, partially offset by a $0.7 billion, or 39%, decrease in average short-term borrowings.
Partially offset by:
$0.5 billion, or 19%, decrease in average core certificates of deposit due to the continued strategic focus on changing the funding sources to low- and no-cost demand, savings, and money market deposits.
2016 First Quarter versus 2015 Fourth Quarter

Compared to the 2015 fourth quarter, FTE net interest income increased $7 million, or 1%. Average earning assets increased $1.3 billion, or 2%, sequentially, and the NIM increased 2 basis points. The increase in the NIM reflected a 7 basis point increase in earning asset yields, partially offset by a 5 basis point increase in the cost of interest-bearing liabilities, in large part a result of senior debt financing.
Compared to the 2015 fourth quarter, average earning assets increased $1.3 billion, or 2%. This increase reflected a $0.8 billion, or 2%, increase in average loans and leases, primarily comprised of a $0.5 billion, or 2%, increase in average C&I loans and a $0.4 billion, or 5%, increase in average automobile loans, and a $0.5 billion, or 4%, increase in average securities.
Compared to the 2015 fourth quarter, average interest-bearing demand deposits increased $0.9 billion, or 12%, mostly offset by a $0.8 billion, or 5%, decrease in average noninterest-bearing demand deposits. Average total debt increased $1.0 billion, or 14%, reflecting the senior debt issuances in the 2016 first and 2015 fourth quarters, as well as fluctuations in short-term borrowings as part of normal balance sheet management.
 
 
 
 
 
 
 
 
 
 
 
 


14

Table of Contents

Provision for Credit Losses
(This section should be read in conjunction with the Credit Risk section.)
The provision for credit losses is the expense necessary to maintain the ALLL and the AULC at levels appropriate to absorb our estimate of credit losses in the loan and lease portfolio and the portfolio of unfunded loan commitments and letters-of-credit.
The provision for credit losses for the 2016 first quarter was $28 million compared with $36 million for the 2015 fourth quarter and $21 million for the 2015 first quarter. The provision for credit losses for the 2016 first quarter increased $7 million, or 34%, 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 4 - Noninterest Income
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
1Q16 vs 1Q15
 
1Q16 vs 4Q15
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
Change
 
Change
 
2016
 
2015
 
2015
 
2015
 
2015
 
Amount
 
Percent
 
Amount
 
Percent
Service charges on deposit accounts
$
70,262

 
$
72,854

 
$
75,157

 
$
70,118

 
$
62,220

 
$
8,042

 
13
 %
 
$
(2,592
)
 
(4
)%
Cards and payment processing income
36,447

 
37,594

 
36,664

 
35,886

 
32,571

 
3,876

 
12

 
(1,147
)
 
(3
)
Mortgage banking income
18,543

 
31,418

 
18,956

 
38,518

 
22,961

 
(4,418
)
 
(19
)
 
(12,875
)
 
(41
)
Trust services
22,838

 
25,272

 
24,972

 
26,550

 
29,039

 
(6,201
)
 
(21
)
 
(2,434
)
 
(10
)
Insurance income
16,225

 
15,528

 
16,204

 
17,637

 
15,895

 
330

 
2

 
697

 
4

Brokerage income
15,502

 
14,462

 
15,059

 
15,184

 
15,500

 
2

 

 
1,040

 
7

Capital markets fees
13,010

 
13,778

 
12,741

 
13,192

 
13,905

 
(895
)
 
(6
)
 
(768
)
 
(6
)
Bank owned life insurance income
13,513

 
13,441

 
12,719

 
13,215

 
13,025

 
488

 
4

 
72

 
1

Gain on sale of loans
5,395

 
10,122

 
5,873

 
12,453

 
4,589

 
806

 
18

 
(4,727
)
 
(47
)
Securities gains (losses)

 
474

 
188

 
82

 

 

 

 
(474
)
 
(100
)
Other income
30,132

 
37,272

 
34,586

 
38,938

 
21,918

 
8,214

 
37

 
(7,140
)
 
(19
)
Total noninterest income
$
241,867

 
$
272,215

 
$
253,119

 
$
281,773

 
$
231,623

 
$
10,244

 
4
 %
 
$
(30,348
)
 
(11
)%

2016 First Quarter versus 2015 First Quarter

Noninterest income for the 2016 first quarter increased $10 million, or 4%, from the year-ago quarter. The year-over-year increase primarily reflected:
$8 million, or 37%, increase in other income, primarily reflecting equipment operating lease income related to Huntington Technology Finance.
$8 million, or 13%, increase in service charges on deposit accounts, reflecting the benefit of continued new customer acquisition including a 4% increase in consumer checking households and a 2% increase in commercial checking relationships.
$4 million, or 12%, increase in cards and payment processing income, due to higher card related income and underlying customer growth.
Partially offset by:
$6 million, or 21%, decrease in trust services, primarily related to the sale of HAA, HASI, and Unified, and transition of the money market assets of the Huntington Funds to a third party at the end of the 2015 fourth quarter.
$4 million, or 19%, decrease in mortgage banking income, primarily as a result of a 5% reduction in mortgage volume and a $2 million impact from net MSR activity.

15

Table of Contents


2016 First Quarter versus 2015 Fourth Quarter

Compared to the 2015 fourth quarter, total noninterest income decreased $30 million, or 11%. Mortgage banking income decreased $13 million, or 41%, primarily driven by a $7 million decrease in net MSR activity and a $5 million, or 22%, decrease in origination and secondary marketing income. Other income decreased $7 million, or 19%, primarily related to lower loan syndication fees and income related to asset finance. Gain on sale of loans decreased $5 million, or 47%, due to seasonally strong SBA loan sales in the prior quarter.
Noninterest Expense
(This section should be read in conjunction with Significant Item 1 and 2.)
The following table reflects noninterest expense for each of the past five quarters: 
Table 5 - Noninterest Expense
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
1Q16 vs 1Q15
 
1Q16 vs 4Q15
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
Change
 
Change
 
2016
 
2015
 
2015
 
2015
 
2015
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
285,397

 
$
288,861

 
$
286,270

 
$
282,135

 
$
264,916

 
$
20,481

 
8
 %
 
$
(3,464
)
 
(1
)%
Outside data processing and other services
61,878

 
63,775

 
58,535

 
58,508

 
50,535

 
11,343

 
22

 
(1,897
)
 
(3
)
Equipment
32,576

 
31,711

 
31,303

 
31,694

 
30,249

 
2,327

 
8

 
865

 
3

Net occupancy
31,476

 
32,939

 
29,061

 
28,861

 
31,020

 
456

 
1

 
(1,463
)
 
(4
)
Marketing
12,268

 
12,035

 
12,179

 
15,024

 
12,975

 
(707
)
 
(5
)
 
233

 
2

Professional services
13,538

 
13,010

 
11,961

 
12,593

 
12,727

 
811

 
6

 
528

 
4

Deposit and other insurance expense
11,208

 
11,105

 
11,550

 
11,787

 
10,167

 
1,041

 
10

 
103

 
1

Amortization of intangibles
3,712

 
3,788

 
3,913

 
9,960

 
10,206

 
(6,494
)
 
(64
)
 
(76
)
 
(2
)
Other expense
39,027

 
41,542

 
81,736

 
41,215

 
36,062

 
2,965

 
8

 
(2,515
)
 
(6
)
Total noninterest expense
$
491,080

 
$
498,766

 
$
526,508

 
$
491,777

 
$
458,857

 
$
32,223

 
7
 %
 
$
(7,686
)
 
(2
)%
Number of employees (average full-time equivalent)
12,386

 
12,418

 
12,367

 
12,274

 
11,914

 
472

 
4
 %
 
(32
)
 
 %
Impacts of Significant Items:
 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
 
2016
 
2015
 
2015
Personnel costs
$
474

 
$
2,332

 
$

Outside data processing and other services
363

 
1,990

 
51

Equipment

 
110

 

Net occupancy
20

 
4,587

 

Marketing
13

 

 
1

Professional services
4,288

 
1,153

 
3,287

Other expense
1,248

 
318

 
12

Total noninterest expense adjustments
$
6,406

 
$
10,490

 
$
3,351

 

16

Table of Contents

Adjusted Noninterest Expense (Non-GAAP):
 
Three Months Ended
 
1Q16 vs 1Q15
 
1Q16 vs 4Q15
 
March 31,
 
December 31,
 
March 31,
 
Change
 
Change
 
2016
 
2015
 
2015
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
284,923

 
$
286,529

 
$
264,916

 
$
20,007

 
8
 %
 
$
(1,606
)
 
(1
)%
Outside data processing and other services
61,515

 
61,785

 
50,484

 
11,031

 
22

 
(270
)
 

Equipment
32,576

 
31,601

 
30,249

 
2,327

 
8

 
975

 
3

Net occupancy
31,456

 
28,352

 
31,020

 
436

 
1

 
3,104

 
11

Marketing
12,255

 
12,035

 
12,974

 
(719
)
 
(6
)
 
220

 
2

Professional services
9,250

 
11,857

 
9,440

 
(190
)
 
(2
)
 
(2,607
)
 
(22
)
Deposit and other insurance expense
11,208

 
11,105

 
10,167

 
1,041

 
10

 
103

 
1

Amortization of intangibles
3,712

 
3,788

 
10,206

 
(6,494
)
 
(64
)
 
(76
)
 
(2
)
Other expense
37,779

 
41,224

 
36,050

 
1,729

 
5

 
(3,445
)
 
(8
)
Total adjusted noninterest expense
$
484,674

 
$
488,276

 
$
455,506

 
$
29,168

 
6
 %
 
$
(3,602
)
 
(1
)%

2016 First Quarter versus 2015 First Quarter

Reported noninterest expense for the 2016 first quarter increased $32 million, or 7%, from the year-ago quarter. Changes in reported noninterest expense primarily reflect:
$20 million, or 8%, increase in personnel costs, primarily reflecting a $16 million increase in salaries and a $4 million increase in benefits expense. These increases are the result of the May 2015 implementation of annual merit increases, the addition of Huntington Technology Finance, and a 4% increase in the number of average full-time equivalent employees, largely related to the build-out of the in-store strategy.
$11 million, or 22%, increase in outside data processing and other services expense, primarily related to ongoing technology investments.
Partially offset by:
$6 million, or 64%, decrease in amortization of intangibles reflecting the full amortization of the core deposit intangible from the Sky Financial acquisition at the end of the 2015 second quarter.
2016 First Quarter versus 2015 Fourth Quarter

Reported noninterest expense decreased $8 million, or 2%, from the 2015 fourth quarter. The decrease was due to lower personnel expense of $3 million, or 1%, primarily related to lower commissions and lower Significant Items in the 2016 first quarter.
Provision for Income Taxes
The provision for income taxes in the 2016 first quarter was $55 million. This compared with a provision for income taxes of $54 million in the 2015 first quarter and $56 million in the 2015 fourth quarter. All periods included the benefits from tax-exempt income, tax-advantaged investments, general business credits, investments in qualified affordable housing projects, and capital losses. The net federal deferred tax liability was $19 million and the net state deferred tax asset was $42 million at March 31, 2016.
We file income tax returns with the IRS and various state, city, and foreign jurisdictions. Federal income tax audits have been completed for tax years through 2009. The IRS is currently examining our 2010 and 2011 consolidated federal income tax returns. Various state and other jurisdictions remain open to examination, including Ohio, Kentucky, Indiana, Michigan, Pennsylvania, West Virginia, and Illinois.
RISK MANAGEMENT AND CAPITAL
We use a multi-faceted approach to risk governance. It begins with the board of directors defining our risk appetite as aggregate moderate-to-low. Risk awareness, identification and assessment, reporting, and active management are key elements in overall risk management. Controls include, among others, effective segregation of duties, access, authorization and reconciliation procedures, as well as staff education and a disciplined assessment process.

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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 2015 Form 10-K and subsequent filings with the SEC. The MD&A included in our 2015 Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the Form 10-K. This MD&A should also be read in conjunction with the financial statements, notes and other information contained in this report. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented in the 2015 Form 10-K.
Credit Risk
Credit risk is the risk of financial loss if a counterparty is not able to meet the agreed upon terms of the financial obligation. The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. We also have credit risk associated with our AFS and HTM securities portfolios (see Note 5 and Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements). We engage with other financial counterparties for a variety of purposes including investing, asset and liability management, mortgage banking, and trading activities. While there is credit risk associated with derivative activity, we believe this exposure is minimal.
We continue to focus on the identification, monitoring, and managing of our credit risk. In addition to the traditional credit risk mitigation strategies of credit policies and processes, market risk management activities, and portfolio diversification, we use quantitative measurement capabilities utilizing external data sources, enhanced use of modeling technology, and internal stress testing processes. Our portfolio management resources demonstrate our commitment to maintaining an aggregate moderate-to-low risk profile. In our efforts to continue to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers.
Loan and Lease Credit Exposure Mix
Refer to the “Loan and Lease Credit Exposure Mix” section of our 2015 Form 10-K for a brief description of each portfolio segment. The table below provides the composition of our total loan and lease portfolio:
 

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Table 6 - Loan and Lease Portfolio Composition
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Ending Balances by Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
21,254

 
41
%
 
$
20,560

 
41
%
 
$
20,040

 
40
%
 
$
20,003

 
41
%
 
$
20,109

 
42
%
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
939

 
2

 
1,031

 
2

 
1,110

 
2

 
1,021

 
2

 
910

 
2

Commercial
4,343

 
8

 
4,237

 
8

 
4,294

 
9

 
4,192

 
9

 
4,157

 
9

Commercial real estate
5,282

 
10

 
5,268

 
10

 
5,404

 
11

 
5,213

 
11

 
5,067

 
11

Total commercial
26,536

 
51

 
25,828

 
51

 
25,444

 
51

 
25,216

 
52

 
25,176

 
53

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
9,920

 
19

 
9,481

 
19

 
9,160

 
19

 
8,549

 
18

 
7,803

 
16

Home equity
8,422

 
17

 
8,471

 
17

 
8,461

 
17

 
8,526

 
17

 
8,492

 
18

Residential mortgage
6,082

 
12

 
5,998

 
12

 
6,071

 
12

 
5,987

 
12

 
5,795

 
12

Other consumer
579

 
1

 
563

 
1

 
520

 
1

 
474

 
1

 
430

 
1

Total consumer
25,003

 
49

 
24,513

 
49

 
24,212

 
49

 
23,536

 
48

 
22,520

 
47

Total loans and leases
$
51,539

 
100
%
 
$
50,341

 
100
%
 
$
49,656

 
100
%
 
$
48,752

 
100
%
 
$
47,696

 
100
%

(1)
As defined by regulatory guidance, there were no commercial loans outstanding that would be considered a concentration of lending to a particular industry or group of industries.

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 (ROC) and is one of the strategies used to ensure a high quality, well diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low risk profile. Changes to existing concentration limits require the approval of the ROC prior to implementation, incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics.
The table below provides our total loan and lease portfolio segregated by the type of collateral securing the loan or lease. The changes in the collateral composition from December 31, 2015 are consistent with the portfolio growth metrics.

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Table 7 - Loan and Lease Portfolio by Collateral Type
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Secured loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial
$
8,247

 
16
%
 
$
8,296

 
16
%
 
$
8,470

 
17
%
 
$
8,479

 
17
%
 
$
8,463

 
18
%
Real estate—consumer
14,504

 
28

 
14,469

 
29

 
14,532

 
29

 
14,513

 
30

 
14,287

 
30

Vehicles
12,374

 
24

 
11,880

 
24

 
11,228

 
23

 
10,527

 
22

 
9,938

 
21

Receivables/Inventory
6,192

 
12

 
5,961

 
12

 
6,010

 
12

 
6,064

 
12

 
6,090

 
13

Machinery/Equipment
5,645

 
11

 
5,171

 
10

 
4,950

 
10

 
4,779

 
10

 
4,708

 
10

Securities/Deposits
969

 
2

 
974

 
2

 
1,054

 
2

 
1,095

 
2

 
956

 
2

Other
1,108

 
2

 
987

 
2

 
1,057

 
2

 
1,076

 
2

 
1,167

 
2

Total secured loans and leases
49,039

 
95

 
47,738

 
95

 
47,301

 
95

 
46,533

 
95

 
45,609

 
96

Unsecured loans and leases
2,500

 
5

 
2,603

 
5

 
2,355

 
5

 
2,219

 
5

 
2,087

 
4

Total loans and leases
$
51,539

 
100
%
 
$
50,341

 
100
%
 
$
49,656

 
100
%
 
$
48,752

 
100
%
 
$
47,696

 
100
%
Commercial Credit
Refer to the “Commercial Credit” section of our 2015 Form 10-K for our commercial credit underwriting and on-going credit management processes.
C&I PORTFOLIO
The C&I portfolio continues to have solid origination activity as evidenced by its growth over the past 12 months and we maintain a focus on high quality originations. Problem loans had trended downward over the last several years, reflecting a combination of proactive risk identification and effective workout strategies implemented by the SAD. However, over the past year, C&I problem loans began to increase, primarily as a result of oil and gas exploration and production customers and the increase in overall C&I loan portfolio size. We continue to maintain a proactive approach to identifying borrowers that may be facing financial difficulty in order to maximize the potential solutions. Subsequent to the origination of the loan, the Credit Review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations.
We have a dedicated energy lending group that focuses on upstream companies (exploration and production or E&P firms) as well as midstream (pipeline transportation) companies. This lending group is comprised of colleagues with many years of experience in this area of specialized lending, through several economic cycles. The exposure to the E&P companies is centered in broadly syndicated reserve-based loans and is approximately 0.5% of our total loans. All of these loans are secured and in a first-lien position. The customer base consists of larger firms that generally have had access to the capital markets and/or are backed by private equity firms. This lending group has no exposure to oil field services companies. However, we have a few legacy oil field services customers for which the remaining aggregate credit exposure is negligible.
The significant reduction in oil and gas prices over the past year has had a negative impact on the energy industry, particularly exploration and production companies as well as the oil field services providers. The impact of low prices for an extended period of time has had some level of adverse impact on most, if not all, borrowers in this segment. Most of these borrowers have, therefore, had recent downward adjustments to their risk ratings, which has increased our loan loss reserve.
We have other energy related exposures, including gas stations, wholesale distributors, mining, and utilities. We continue to monitor these exposures closely. However, these exposures have different factors affecting their performance, and we have not seen the same level of volatility in performance or risk rating migration.
Consumer Credit
Refer to the “Consumer Credit” section of our 2015 Form 10-K for our consumer credit underwriting and on-going credit management processes.


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Table 8 - Selected Home Equity and Residential Mortgage Portfolio Data
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home Equity
 
Residential Mortgage
 
Secured by first-lien
 
Secured by junior-lien
 
 
 
March 31,
2016
 
December 31,
2015
 
March 31,
2016
 
December 31,
2015
 
March 31,
2016
 
December 31,
2015
Ending balance
$
5,189

 
$
5,191

 
$
3,233

 
$
3,279

 
$
6,082

 
$
5,998

Portfolio weighted average LTV ratio(1)
72
%
 
72
%
 
82
%
 
82
%
 
75
%
 
75
%
Portfolio weighted average FICO score(2)
763

 
764

 
753

 
753

 
752

 
752

 
Home Equity
 
Residential Mortgage (3)
 
Secured by first-lien
 
Secured by junior-lien
 
 
 
Three months ended March 31,
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Originations
$
342

 
$
376

 
$
229

 
$
185

 
$
226

 
$
231

Origination weighted average LTV ratio(1)
73
%
 
73
%
 
85
%
 
84
%
 
81
%
 
81
%
Origination weighted average FICO score(2)
776

 
780

 
765

 
769

 
757

 
751

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

Credit Quality
(This section should be read in conjunction with Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
We believe the most meaningful way to assess overall credit quality performance is through an analysis of credit quality performance ratios. This approach forms the basis of most of the discussion in the sections immediately following: NPAs and NALs, TDRs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, and product segmentation in the analysis of our credit quality performance.
Credit quality performance in the 2016 first quarter reflected continued overall positive results. Net charge-offs were substantially lower as a result of one large CRE recovery. NPA’s increased 32% from the prior quarter to $525 million. Net charge-offs decreased by $13 million or 61% from the prior quarter. The ACL to total loans ratio increased by 1 basis points to 1.34%.
NPAs, NALs, AND TDRs
(This section should be read in conjunction with Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
NPAs and NALs
NPAs consist of (1) NALs, which represent loans and leases no longer accruing interest, (2) OREO properties, and (3) other NPAs. Any loan in our portfolio may be placed on nonaccrual status prior to the policies described below when collection of principal or interest is in doubt. Also, when a borrower with discharged non-reaffirmed debt in a Chapter 7 bankruptcy is identified and the loan is determined to be collateral dependent, the loan is placed on nonaccrual status.
C&I and CRE loans (except for purchased credit impaired loans) are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt.

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Of the $339 million of CRE and C&I-related NALs at March 31, 2016, $255 million, or 75%, represented loans that were less than 30-days past due, demonstrating our continued commitment to proactive credit risk management. With the exception of residential mortgage loans guaranteed by government organizations which continue to accrue interest, first-lien loans secured by residential mortgage collateral are placed on nonaccrual status at 150-days past due. Junior-lien home equity loans are placed on nonaccrual status at the earlier of 120-days past due or when the related first-lien loan has been identified as nonaccrual. Automobile and other consumer loans are generally charged-off prior to the loan reaching 120-days past due.
When loans are placed on nonaccrual, accrued interest income is reversed with current year accruals charged to interest income and prior year amounts generally charged-off as a credit loss. When, in our judgment, the borrower’s ability to make required interest and principal payments has resumed and collectability is no longer in doubt, the loan or lease could be returned to accrual status.
The following table reflects period-end NALs and NPAs detail for each of the last five quarters:
 
Table 9 - Nonaccrual Loans and Leases and Nonperforming Assets
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Nonaccrual loans and leases (NALs): (1)
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
307,824

 
$
175,195

 
$
157,902

 
$
149,713

 
$
133,363

Commercial real estate
30,801

 
28,984

 
27,516

 
43,888

 
49,263

Automobile
7,598

 
6,564

 
5,551

 
4,190

 
4,448

Residential mortgage
90,303

 
94,560

 
98,908

 
91,198

 
98,093

Home equity
62,208

 
66,278

 
66,446

 
75,282

 
79,169

Other consumer

 

 
154

 
68

 
77

Total nonaccrual loans and leases
498,734

 
371,581

 
356,477

 
364,339

 
364,413

Other real estate, net:
 
 
 
 
 
 
 
 
 
Residential
23,175

 
24,194

 
21,637

 
25,660

 
30,544

Commercial
2,957

 
3,148

 
3,273

 
3,572

 
3,407

Total other real estate, net
26,132

 
27,342

 
24,910

 
29,232

 
33,951

Other NPAs (2)

 

 

 
2,440

 
2,440

Total nonperforming assets
$
524,866

 
$
398,923

 
$
381,387

 
$
396,011

 
$
400,804

Nonaccrual loans and leases as a % of total loans and leases
0.97
%
 
0.74
%
 
0.72
%
 
0.75
%
 
0.76
%
NPA ratio (3)
1.02

 
0.79

 
0.77

 
0.81

 
0.84

(NPA+90days)/(Loan+OREO) (4)
1.22

 
1.00

 
0.98

 
1.03

 
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.
2016 First Quarter versus 2015 Fourth Quarter
Total NPAs increased by $126 million, or 32% compared with December 31, 2015:
$133 million, or 76%, increase in C&I NALs, with the majority of the increase in our E&P and coal portfolios.
Primarily offset by:
$4 million, or 6%, decline in home equity NALs, reflecting the overall improvement in the real estate market and lower delinquencies as compared to prior periods.
$4 million, or 5%, decline in residential mortgage NALs, reflecting the overall improvement in the real estate market and lower delinquencies as compared to prior periods.

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TDR Loans
(This section should be read in conjunction with Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
TDRs are modified loans where a concession was provided to a borrower experiencing financial difficulties. TDRs can be classified as either accruing or nonaccruing loans. Nonaccruing TDRs are included in NALs whereas accruing TDRs are excluded from NALs, as it is probable that all contractual principal and interest due under the restructured terms will be collected. TDRs primarily reflect our loss mitigation efforts to proactively work with borrowers in financial difficulty or to comply with regulatory regulations regarding the treatment of certain bankruptcy filing situations. Over the past five quarters, the accruing component of the total TDR balance has been between 86% and 83% indicating there is no identified credit loss and the borrowers continue to make their monthly payments.  In fact, over 80% of the $464 million of accruing TDRs secured by residential real estate (Residential mortgage and Home Equity in Table 10) are current on their required payments.  In addition, over 60% of the accruing pool have had no delinquency at all in the past 12 months. There is very limited migration from the accruing to non-accruing components, and virtually all of the charge-offs as presented in Table 11 come from the non-accruing TDR balances.
The table below presents our accruing and nonaccruing TDRs at period-end for each of the past five quarters:
Table 10 - Accruing and Nonaccruing Troubled Debt Restructured Loans (1)
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Troubled debt restructured loans—accruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
205,989

 
$
235,689

 
$
241,327

 
$
233,346

 
$
162,207

Commercial real estate
108,861

 
115,074

 
103,767

 
158,056

 
161,515

Automobile
25,856

 
24,893

 
24,537

 
24,774

 
25,876

Home equity
204,244

 
199,393

 
192,356

 
279,864

 
265,207

Residential mortgage
259,750

 
264,666

 
277,154

 
266,986

 
268,441

Other consumer
4,768

 
4,488

 
4,569

 
4,722

 
4,879

Total troubled debt restructured loans—accruing
809,468

 
844,203

 
843,710

 
967,748

 
888,125

Troubled debt restructured loans—nonaccruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
83,600

 
56,919

 
54,933

 
46,303

 
21,246

Commercial real estate
14,607

 
16,617

 
12,806

 
19,490

 
28,676

Automobile
7,407

 
6,412

 
5,400

 
4,030

 
4,283

Home equity
23,211

 
20,996

 
19,188

 
26,568

 
26,379

Residential mortgage
68,918

 
71,640

 
68,577

 
65,415

 
69,799

Other consumer
191

 
151

 
152

 
160

 
165

Total troubled debt restructured loans—nonaccruing
197,934

 
172,735

 
161,056

 
161,966

 
150,548

Total troubled debt restructured loans
$
1,007,402

 
$
1,016,938

 
$
1,004,766

 
$
1,129,714

 
$
1,038,673


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

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Table of Contents


Table 11 - Troubled Debt Restructured Loan Activity
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Troubled debt restructured loans—accruing:
TDRs, beginning of period
$
844,203

 
$
843,710

 
$
967,748

 
$
888,125

 
$
840,731

New TDRs
159,877

 
144,779

 
200,014

 
207,707

 
179,283

Payments
(51,241
)
 
(51,963
)
 
(86,450
)
 
(59,451
)
 
(27,355
)
Charge-offs
(1,100
)
 
(948
)
 
(1,539
)
 
(1,103
)
 
(2,226
)
Sales
(3,631
)
 
(4,074
)
 
(3,332
)
 
(4,127
)
 
(2,671
)
Transfer to held-for-sale

 

 
(88,415
)
 

 

Transfer to OREO
(206
)
 
(30
)
 
(228
)
 
(410
)
 

Restructured TDRs—accruing (1)
(106,012
)
 
(54,082
)
 
(96,336
)
 
(61,570
)
 
(85,700
)
Other (2)
(32,422
)
 
(33,189
)
 
(47,752
)
 
(1,423
)
 
(13,937
)
TDRs, end of period
$
809,468

 
$
844,203

 
$
843,710

 
$
967,748

 
$
888,125

 
 
 
 
 
 
 
 
 
 
Troubled debt restructured loans—nonaccruing:
TDRs, beginning of period
$
172,735

 
$
161,056

 
$
161,966

 
$
150,548

 
$
146,697

New TDRs
34,632

 
48,643

 
31,977

 
52,204

 
30,093

Payments
(20,377
)
 
(20,833
)
 
(31,372
)
 
(5,017
)
 
(7,917
)
Charge-offs
(2,858
)
 
(6,323
)
 
(14,010
)
 
(11,204
)
 
(6,138
)
Sales

 

 

 
(381
)
 
(2,477
)
Transfer to held-for-sale

 

 
(8,371
)
 

 

Transfer to OREO
(3,164
)
 
(2,052
)
 
(2,050
)
 
(2,973
)
 
(2,369
)
Restructured TDRs—nonaccruing (1)
(12,314
)
 
(39,771
)
 
(17,398
)
 
(20,456
)
 
(20,849
)
Other (2)
29,280

 
32,015

 
40,314

 
(755
)
 
13,508

TDRs, end of period
$
197,934

 
$
172,735

 
$
161,056

 
$
161,966

 
$
150,548

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

24

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borrowers to meet their financial obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each reporting date. In addition to general economic conditions and the other factors described above, additional factors considered include: the impact of increasing or decreasing residential real estate values; the diversification of CRE loans; the development of new or expanded Commercial business verticals such as healthcare, ABL, and energy. A provision for credit losses is recorded to adjust the ACL to the level we have determined to be appropriate to absorb credit losses inherent in our loan and lease portfolio as of the balance sheet date.
Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance.
The table below reflects the allocation of our ACL among our various loan categories during each of the past five quarters:
 
Table 12 - Allocation of Allowance for Credit Losses (1)
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
320,367

 
41
%
 
$
298,746

 
41
%
 
$
284,329

 
40
%
 
$
285,041

 
41
%
 
$
284,573

 
42
%
Commercial real estate
102,074

 
10

 
100,007

 
10

 
109,967

 
11

 
92,060

 
11

 
100,752

 
11

Total commercial
422,441

 
51

 
398,753

 
51

 
394,296

 
51

 
377,101

 
52

 
385,325

 
53

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
48,032

 
19

 
49,504

 
19

 
43,949

 
19

 
39,102

 
18

 
37,125

 
16

Home equity
78,102

 
17

 
83,671

 
17

 
86,838

 
17

 
111,178

 
17

 
110,280

 
18

Residential mortgage
40,842

 
12

 
41,646

 
12

 
42,794

 
12

 
51,679

 
12

 
55,380

 
12

Other consumer
24,302

 
1

 
24,269

 
1

 
24,061

 
1

 
20,482

 
1

 
17,016

 
1

Total consumer
191,278

 
49

 
199,090

 
49

 
197,642

 
49

 
222,441

 
48

 
219,801

 
47

Total allowance for loan and lease losses
613,719

 
100
%
 
597,843

 
100
%
 
591,938

 
100
%
 
599,542

 
100
%
 
605,126

 
100
%
Allowance for unfunded loan commitments
75,325

 
 
 
72,081

 
 
 
64,223

 
 
 
55,371

 
 
 
54,742

 
 
Total allowance for credit losses
$
689,044

 
 
 
$
669,924

 
 
 
$
656,161

 
 
 
$
654,913

 
 
 
$
659,868

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

 
 
 
1.61

 
 
 
1.66

 
 
 
1.65

 
 
 
1.66

Nonperforming assets
 
 
1.17

 
 
 
1.50

 
 
 
1.55

 
 
 
1.51

 
 
 
1.51

Total allowance for credit losses as % of:
Total loans and leases
 
 
1.34
%
 
 
 
1.33
%
 
 
 
1.32
%
 
 
 
1.34
%
 
 
 
1.38
%
Nonaccrual loans and leases
 
 
1.38

 
 
 
1.80

 
 
 
1.84

 
 
 
1.80

 
 
 
1.81

Nonperforming assets
 
 
1.31

 
 
 
1.68

 
 
 
1.72

 
 
 
1.65

 
 
 
1.65

 
(1)
Percentages represent the percentage of each loan and lease category to total loans and leases.
2016 First Quarter versus 2015 Fourth Quarter
The $19 million, or 3%, increase in the ACL compared with December 31, 2015, was driven by:
$22 million, or 7%, increase in the ALLL of the C&I portfolio was related to an increase in NALs within our E&P and coal portfolios.

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$3 million, or 5%, increase in the AULC driven primarily by an increase in criticized unfunded exposures within the energy sector portfolio.
Partially offset by:
$6 million, or 7%, decline in the ALLL of the home equity portfolio. The decline was driven by a reduction in delinquent and nonaccrual loans.
The ACL to total loans ratio of 1.34% at March 31, 2016, remained essentially flat compared to 1.33% at December 31, 2015. Management believes the ratio is appropriate given the risk profile of our loan portfolio. We continue to focus on early identification of loans with changes in credit metrics and proactive action plans for these loans.
Given the combination of these noted positive and negative factors, we believe that our ACL is appropriate and its coverage level is reflective of the quality of our portfolio and the current operating environment.
NCOs
Any loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency where that asset is the sole source of repayment. Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs at the time of discharge.
C&I and CRE loans are either fully or partially charged-off at 90-days past due with the exception of administrative small ticket lease delinquencies. Automobile loans and other consumer loans are generally charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due.

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Table 13 - Quarterly Net Charge-off Analysis
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Net charge-offs (recoveries) by loan and lease type (1):
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
6,514

 
$
2,252

 
$
9,858

 
$
4,411

 
$
11,403

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

 
(383
)
Commercial
(17,372
)
 
(3,939
)
 
(13,512
)
 
5,361

 
(3,629
)
Commercial real estate
(17,476
)
 
(4,235
)
 
(13,821
)
 
5,525

 
(4,012
)
Total commercial
(10,962
)
 
(1,983
)
 
(3,963
)
 
9,936

 
7,391

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
6,770

 
7,693

 
4,908

 
3,442

 
4,248

Home equity
3,681

 
4,706

 
5,869

 
4,650

 
4,625

Residential mortgage
1,647

 
3,158

 
2,010

 
2,142

 
2,816

Other consumer
7,416

 
8,249

 
7,339

 
5,205

 
5,352

Total consumer
19,514

 
23,806

 
20,126

 
15,439

 
17,041

Total net charge-offs
$
8,552

 
$
21,823

 
$
16,163

 
$
25,375

 
$
24,432

Net charge-offs (recoveries)—annualized percentages:
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
0.13
 %
 
0.04
 %
 
0.20
 %
 
0.09
%
 
0.24
 %
Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
(0.05
)
 
(0.11
)
 
(0.11
)
 
0.07

 
(0.17
)
Commercial
(1.62
)
 
(0.38
)
 
(1.29
)
 
0.51

 
(0.34
)
Commercial real estate
(1.34
)
 
(0.32
)
 
(1.04
)
 
0.43

 
(0.31
)
Total commercial
(0.17
)
 
(0.03
)
 
(0.06
)
 
0.16

 
0.12

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
0.28

 
0.33

 
0.22

 
0.17

 
0.19

Home equity
0.17

 
0.22

 
0.28

 
0.22

 
0.22

Residential mortgage
0.11

 
0.21

 
0.13

 
0.15

 
0.19

Other consumer
5.17

 
6.03

 
5.91

 
4.61

 
5.03

Total consumer
0.32

 
0.39

 
0.34

 
0.27

 
0.29

Net charge-offs as a % of average loans
0.07
 %
 
0.18
 %
 
0.13
 %
 
0.21
%
 
0.20
 %
(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.
In assessing NCO trends, it is helpful to understand the process of how commercial loans are treated as they deteriorate over time. The ALLL established is consistent with the level of risk associated with the original underwriting. As a part of our normal portfolio management process for commercial loans, the loan is periodically reviewed and the ALLL is increased or decreased based on the updated risk rating. In certain cases, the standard ALLL is determined to not be appropriate, and a specific reserve is established based on the projected cash flow or collateral value of the specific loan. Charge-offs, if necessary, are generally recognized in a period after the specific ALLL was established. If the previously established ALLL exceeds that necessary to satisfactorily resolve the problem loan, a reduction in the overall level of the ALLL could be recognized. Consumer loans are treated in much the same manner as commercial loans, with increasing reserve factors applied based on the risk characteristics of the loan, although specific reserves are not identified for consumer loans. In summary, if

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loan quality deteriorates, the typical credit sequence would be periods of reserve building, followed by periods of higher NCOs 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, all of the defaults represent full charge-offs, as there is no remaining equity, creating a lower delinquency rate but a higher NCO impact.
2016 First Quarter versus 2015 Fourth Quarter
NCOs were an annualized 0.07% of average loans and leases in the current quarter, a decline from 0.18% in the 2015 fourth quarter, and still below our long-term expectation of 0.35% - 0.55%. Commercial charge-offs were positively impacted by one large recovery in the CRE portfolio and broader continued successful workout strategies, while consumer charge-offs remain within our expected range. Given the low level of C&I and CRE NCO’s, there will continue to be some volatility on a quarter-to-quarter comparison basis.

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 under different market scenarios designed to alter the direction, magnitude, and speed of interest rate changes, as well as the slope of the yield curve. These scenarios are designed to illustrate the embedded optionality in the balance sheet from, among other things, faster or slower mortgage, and mortgage backed securities prepayments, and changes in funding mix.
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 14 - Net Interest Income at Risk
 
 
 
 
 
 
 
Net Interest Income at Risk (%)
Basis point change scenario
-25

 
+100

 
+200

Board policy limits
N/A

 
-2.0
 %
 
-4.0
 %
March 31, 2016
-0.9
 %
 
2.0
 %
 
3.7
 %
December 31, 2015
-0.3
 %
 
0.7
 %
 
0.3
 %
The NII at Risk results included in the table above reflect the analysis used monthly by management. It models gradual -25, +100 and +200 basis point parallel shifts in market interest rates, implied by the forward yield curve over the next one-year period. Due to the current low level of short-term interest rates, the analysis reflects a declining interest rate scenario of 25 basis points, the point at which many assets and liabilities reach zero percent.

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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 March 31, 2016, shows that Huntington’s earnings are more asset sensitive due to new Non-Maturity Deposit (NMD) models, reduction in asset swaps and changes in the balance sheet mix. The change in NMD models resulted in less pricing sensitivity in these deposits. Additionally, we proactively terminated $1.9 billion of swaps this quarter taking advantage of volatility in the markets. Since the asset swap portfolio is a laddered portfolio, this action also drove the increase in modeled asset sensitivity.
As of March 31, 2016, Huntington had $5.6 billion of notional value in receive fixed-generic asset conversion swaps used for asset and liability management purposes. These derivative instruments mature from 2016 through 2018, in the amount of $2.2 billion, $3.3 billion, and $0.1 billion, in each year, respectively. 
Table 15 - Economic Value of Equity at Risk
 
 
 
 
 
 
 
Economic Value of Equity at Risk (%)
Basis point change scenario
-25

 
+100

 
+200

Board policy limits
N/A

 
-5.0
 %
 
-12.0
 %
March 31, 2016
-0.8
 %
 
1.5
 %
 
1.2
 %
December 31, 2015
-0.4
 %
 
-0.5
 %
 
-2.1
 %
The EVE results included in the table above reflect the analysis used monthly by management. It models immediate -25, +100 and +200 basis point parallel shifts in market interest rates. Due to the current low level of short-term interest rates, the analysis reflects a declining interest rate scenario of 25 basis points, the point at which many assets and liabilities reach zero percent.
Huntington is within board of director policy limits for the +100 and +200 basis point scenarios. There is no policy limit for the -25 basis point scenario. The EVE reported at March 31, 2016 shows that the economic value of equity position is more asset sensitive compared with December 31, 2015 primarily due to the decline in spot and forward interest rates during the quarter, which results in a modeled increase in prepayments for mortgage-related assets. Other factors increasing asset sensitivity were adjustments to modeled prepayments for non-mortgage related securities and the termination of $1.9 billion in asset swaps.
MSRs
(This section should be read in conjunction with Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements.)
At March 31, 2016, we had a total of $142 million of capitalized MSRs representing the right to service $16.2 billion in mortgage loans. Of this $142 million, $15 million was recorded using the fair value method and $127 million was recorded using the amortization method.
MSR fair values are sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be reduced by prepayments. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise. We have employed strategies to reduce the risk of MSR fair value changes or impairment. However, volatile changes in interest rates can diminish the effectiveness of these economic hedges. We report MSR fair value adjustments net of hedge-related trading activity in the mortgage banking income category of noninterest income. Changes in fair value between reporting dates are recorded as an increase or a decrease in mortgage banking income.
MSRs recorded using the amortization method generally relate to loans originated with historically low interest rates, resulting in a lower probability of prepayments and, ultimately, impairment. MSR assets are included in servicing rights in the Unaudited Condensed Consolidated Financial Statements.
Price Risk
Price risk represents the risk of loss arising from adverse movements in the prices of financial instruments that are carried at fair value and are subject to fair value accounting. We have price risk from trading securities, securities owned by our broker-dealer subsidiary, foreign exchange positions, equity investments, and investments in securities backed by mortgage loans. We have established loss limits on the trading portfolio, on the amount of foreign exchange exposure that can be maintained, and on the amount of marketable equity securities that can be held.
Liquidity Risk

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Liquidity risk is the risk of loss due to the possibility that funds may not be available to satisfy current or future commitments resulting from external macro market issues, investor and customer perception of financial strength, and events unrelated to us, such as war, terrorism, or financial institution market specific issues. Please see the Liquidity Risk section in Item 1A of our 2015 Form 10-K for more details. In addition, the mix and maturity structure of Huntington’s balance sheet, the amount of on-hand cash and unencumbered securities, and the availability of contingent sources of funding can have an impact on Huntington’s ability to satisfy current or future funding commitments. We manage liquidity risk at both the Bank and the parent company.
The overall objective of liquidity risk management is to ensure that we can obtain cost-effective funding to meet current and future obligations, and can maintain sufficient levels of on-hand liquidity, under both normal business-as-usual and unanticipated stressed circumstances. The ALCO is appointed by the ROC to oversee liquidity risk management and the establishment of liquidity risk policies and limits. Contingency funding plans are in place, which measure forecasted sources and uses of funds under various scenarios in order to prepare for unexpected liquidity shortages. Liquidity risk is reviewed monthly for the Bank and the parent company, as well as its subsidiaries. In addition, liquidity working groups meet regularly to identify and monitor liquidity positions, provide policy guidance, review funding strategies, and oversee the adherence to, and maintenance of, the contingency funding plans.
Investment securities portfolio
The expected weighted average maturities of our AFS and HTM portfolios are significantly shorter than their contractual maturities as reflected in Note 5 and Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements. Particularly regarding the MBS and ABS, prepayments of principal and interest that historically occur in advance of scheduled maturities will shorten the expected life of these portfolios. The expected weighted average maturities, which take into account expected prepayments of principal and interest under existing interest rate conditions, are shown in the following table:
 
Table 16 - Expected Life of Investment Securities
(dollar amounts in thousands)
 
 
 
 
 
 
 
 
March 31, 2016
 
Available-for-Sale & Other
Securities
 
Held-to-Maturity
Securities
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
1 year or less
$
588,029

 
$
575,927

 
$
23,594

 
$
23,637

After 1 year through 5 years
5,151,425

 
5,226,024

 
3,533,276

 
3,588,871

After 5 years through 10 years (1)
2,495,502

 
2,489,656

 
2,382,526

 
2,422,970

After 10 years
658,941

 
682,910

 
6,748

 
6,765

Other securities
344,490

 
344,864

 

 

Total
$
9,238,387

 
$
9,319,381

 
$
5,946,144

 
$
6,042,243

(1)
A portion of the securities with an average life of 5 years to 10 years, are variable rate; resulting in an average duration of 4.14 years.

Bank Liquidity and Sources of Funding
Our primary sources of funding for the Bank are retail and commercial core deposits. At March 31, 2016, these core deposits funded 72% of total assets (101% 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 $17 million and $16 million at March 31, 2016 and December 31, 2015, respectively.
The following tables reflect deposit composition and short-term borrowings detail for each of the last five quarters:
Table 17 - Deposit Composition
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2016
 
2015
 
2015
 
2015
 
2015
By Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
16,571

 
30
%
 
$
16,480

 
30
%
 
$
16,935

 
31
%
 
$
17,011

 
32
%
 
$
15,960

 
30
%

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Table of Contents

Demand deposits—interest-bearing
8,174

 
15

 
7,682

 
14

 
6,574

 
12

 
6,627

 
12

 
6,537

 
13

Money market deposits
19,844

 
35

 
19,792

 
36

 
19,494

 
36

 
18,580

 
35

 
18,933

 
36

Savings and other domestic deposits
5,423

 
10

 
5,246

 
9

 
5,189

 
10

 
5,240

 
10

 
5,288

 
10

Core certificates of deposit
2,123

 
4

 
2,382

 
4

 
2,483

 
5

 
2,580

 
5

 
2,709

 
5

Total core deposits:
52,135

 
94

 
51,582

 
93

 
50,675

 
94

 
50,038

 
94

 
49,427

 
94

Other domestic deposits of $250,000 or more
424

 
1

 
501

 
1

 
263

 

 
178

 

 
189

 

Brokered deposits and negotiable CDs
2,890

 
5

 
2,944

 
5

 
2,904

 
5

 
2,705

 
5

 
2,682

 
5

Deposits in foreign offices
180

 

 
268

 
1

 
403

 
1

 
552

 
1

 
535

 
1

Total deposits
$
55,629

 
100
%
 
$
55,295

 
100
%
 
$
54,245

 
100
%
 
$
53,473

 
100
%
 
$
52,833

 
100
%
Total core deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
24,543

 
47
%
 
$
24,474

 
47
%
 
$
24,886

 
49
%
 
$
24,103

 
48
%
 
$
23,061

 
47
%
Consumer
27,592

 
53

 
27,108

 
53

 
25,789

 
51

 
25,935

 
52

 
26,366

 
53

Total core deposits
$
52,135

 
100
%
 
$
51,582

 
100
%
 
$
50,675

 
100
%
 
$
50,038

 
100
%
 
$
49,427

 
100
%
 
Table 18 - Federal Funds Purchased and Repurchase Agreements
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2016
 
2015
 
2015
 
2015
 
2015
Balance at period-end
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
204

 
$
601

 
$
1,051

 
$
1,101

 
$
1,112

Federal Home Loan Bank advances
250

 

 
400

 
375

 
875

Other short-term borrowings
18

 
14

 
3

 
35

 
20

Weighted average interest rate at period-end
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
0.04
%
 
0.13
%
 
0.05
%
 
0.05
%
 
0.06
%
Federal Home Loan Bank advances
0.41

 

 
0.19

 
0.15

 
0.15

Other short-term borrowings
2.13

 
0.27

 
0.19

 
0.17

 
0.15

Maximum amount outstanding at month-end during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
401

 
$
601

 
$
1,051

 
$
1,101

 
$
1,120

Federal Home Loan Bank advances
1,575

 

 
400

 
1,850

 
1,450

Other short-term borrowings
20

 
14

 
3

 
35

 
43

Average amount outstanding during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
$
582

 
$
503

 
$
685

 
$
898

 
$
1,057

Federal Home Loan Bank advances
553

 
13

 
136

 
1,236

 
796

Other short-term borrowings
9

 
9

 
23

 
19

 
29

Weighted average interest rate during the period
 
 
 
 
 
 
 
 
 
Federal Funds purchased and securities sold under agreements to repurchase
0.18
%
 
0.05
%
 
0.05
%
 
0.07
%
 
0.07
%
Federal Home Loan Bank advances
0.40

 
0.25

 
0.16

 
0.16

 
0.15

Other short-term borrowings
3.69

 
1.99

 
0.78

 
1.94

 
0.75


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Table of Contents

The Bank maintains borrowing capacity at the FHLB and the Federal Reserve Bank Discount Window. The Bank does not consider borrowing capacity from the Federal Reserve Bank Discount Window as a primary source of liquidity. Total loans and securities pledged to the Federal Reserve Discount Window and the FHLB are $18.0 billion and $17.5 billion at March 31, 2016 and December 31, 2015, respectively.
For further information related to debt issuances please see Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements.
At March 31, 2016, total wholesale funding was $10.1 billion, a decrease from $10.6 billion at December 31, 2015. The decrease from prior year-end primarily relates to a decrease in deposits in foreign offices and short-term borrowings.
Liquidity Coverage Ratio
On September 3, 2014, the U.S. banking regulators adopted a final LCR for internationally active banking organizations, generally those with $250 billion or more in total assets, and a Modified LCR rule for banking organizations, similar to Huntington, with $50 billion or more in total assets that are not internationally active banking organizations. The LCR is designed to promote the short-term resilience of the liquidity risk profile of banks to which it applies. The Modified LCR requires Huntington to maintain HQLA to meet its net cash outflows over a prospective 30 calendar-day period, which takes into account the potential impact of idiosyncratic and market-wide shocks. The Modified LCR transition period began on January 1, 2016, with Huntington required to maintain HQLA equal to 90 percent of the stated requirement. The ratio increases to 100 percent on January 1, 2017. Huntington expects to be compliant with the Modified LCR requirement within the transition periods established in the Modified LCR rule.
At March 31, 2016, we believe the Bank had sufficient liquidity to meet its cash flow obligations for the foreseeable future.
Parent Company Liquidity
The parent company’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The parent company obtains funding to meet obligations from dividends and interest received from the Bank, interest and dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt securities.
At March 31, 2016 and December 31, 2015, the parent company had $2.4 billion and $0.9 billion, respectively, in cash and cash equivalents. The increase primarily relates to the long-term debt and Preferred D Stock issuance that occurred during the 2016 first quarter.
On April 19, 2016, the board of directors declared a quarterly common stock cash dividend of $0.07 per common share. The dividend is payable on July 1, 2016, to shareholders of record on June 17, 2016. Based on the current quarterly dividend of $0.07 per common share, cash demands required for common stock dividends are estimated to be approximately $56 million per quarter. On April 19, 2016, the board of directors declared a quarterly Series A, Series B, and Series D Preferred Stock dividend payable on July 15, 2016 to shareholders of record on July 1, 2016. Based on the current dividend, cash demands required for Series A Preferred Stock are estimated to be approximately $8 million per quarter. Cash demands required for Series B Preferred Stock are expected to be approximately $300 thousand per quarter. Cash demands required for Series D Preferred Stock are expected to be approximately $6 million per quarter.
During the first quarter, the Bank paid dividends totaling $174 million to the holding company. The Bank declared a return of capital to the holding company of $162 million in the second quarter of 2016. 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.
On January 26, 2016, Huntington announced the signing of a definitive merger agreement under which Ohio-based FirstMerit Corporation, the parent company of FirstMerit Bank, will merge into Huntington in a stock and cash transaction valued at approximately $3.4 billion, including approximately $836 million of cash, based on the closing stock price on the day preceding the announcement. The transaction is expected to be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Huntington and FirstMerit Corporation. Considering this potential obligation, and expected quarterly dividend payments, we believe the parent company has sufficient liquidity to meet its cash flow obligations for the foreseeable future.
Off-Balance Sheet Arrangements

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In the normal course of business, we enter into various off-balance sheet arrangements. These arrangements include commitments to extend credit, interest rate swaps, financial guarantees contained in standby letters-of-credit issued by the Bank, and commitments by the Bank to sell mortgage loans.
COMMITMENTS TO EXTEND CREDIT
Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. See Note 16 for more information.

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

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security risk management framework, and any such third parties are required to comply with our policies regarding information security and confidentiality.
To mitigate operational risks, we have a senior management Operational Risk Committee and a senior management Legal, Regulatory, and Compliance Committee. The responsibilities of these committees, among other duties, include establishing and maintaining management information systems to monitor material risks and to identify potential concerns, risks, or trends that may have a significant impact and ensuring that recommendations are developed to address the identified issues. In addition, we have a senior management Model Risk Oversight Committee that is responsible for policies and procedures describing how model risk is evaluated and managed and the application of the governance process to implement these practices throughout the enterprise. These committees report any significant findings and recommendations to the Risk Management Committee. Potential concerns may be escalated to our ROC, as appropriate.

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

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


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Table 19 - Capital Under Current Regulatory Standards (transitional Basel III basis)
(dollar amounts in millions except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Common equity tier 1 risk-based capital ratio:
 
 
 
 
 
 
 
 
 
 
Total shareholders’ equity
 
$
7,158

 
$
6,595

 
$
6,583

 
$
6,496

 
$
6,462

Regulatory capital adjustments:
 
 
 
 
 
 
 
 
 
 
Shareholders’ preferred equity
 
(773
)
 
(386
)
 
(386
)
 
(386
)
 
(386
)
Accumulated other comprehensive loss (income) offset
 
167

 
226

 
140

 
186

 
161

Goodwill and other intangibles, net of taxes
 
(703
)
 
(695
)
 
(697
)
 
(701
)
 
(700
)
Deferred tax assets that arise from tax loss and credit carryforwards
 
(29
)
 
(19
)
 
(15
)
 
(15
)
 
(36
)
Common equity tier 1 capital
 
5,820

 
5,721

 
5,625

 
5,580

 
5,501

Additional tier 1 capital
 
 
 
 
 
 
 
 
 
 
Shareholders’ preferred equity
 
773

 
386

 
386

 
386

 
386

Qualifying capital instruments subject to phase-out
 

 
76

 
76

 
76

 
76

Other
 
(19
)
 
(29
)
 
(22
)
 
(22
)
 
(53
)
Tier 1 capital
 
6,574

 
6,154

 
6,065

 
6,020

 
5,910

LTD and other tier 2 qualifying instruments
 
611


563


623

 
623

 
648

Qualifying allowance for loan and lease losses
 
689


670


656

 
655

 
660

Tier 2 capital
 
1,300

 
1,233

 
1,279

 
1,278

 
1,308

Total risk-based capital
 
$
7,874

 
$
7,387

 
$
7,344

 
$
7,298

 
$
7,218

Risk-weighted assets (RWA)
 
$
59,798

 
$
58,420

 
$
57,839

 
$
57,850

 
$
57,840

Common equity tier 1 risk-based capital ratio
 
9.73
%
 
9.79
%
 
9.72
%
 
9.65
%
 
9.51
%
Other regulatory capital data:
 
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio
 
9.29

 
8.79

 
8.85

 
8.98

 
9.04

Tier 1 risk-based capital ratio
 
10.99

 
10.53

 
10.49

 
10.41

 
10.22

Total risk-based capital ratio
 
13.17

 
12.64

 
12.70

 
12.62

 
12.48


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Table 20 - Capital Adequacy—Non-Regulatory
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Consolidated capital calculations:
 
 
 
 
 
 
 
 
 
Common shareholders’ equity
$
6,385

 
$
6,209

 
$
6,197

 
$
6,110

 
$
6,076

Preferred shareholders’ equity
773

 
386

 
386

 
386

 
386

Total shareholders’ equity
7,158

 
6,595

 
6,583

 
6,496

 
6,462

Goodwill
(677
)
 
(677
)
 
(677
)
 
(678
)
 
(678
)
Other intangible assets
(51
)
 
(55
)
 
(59
)
 
(63
)
 
(73
)
Other intangible assets deferred tax liability (1)
18

 
19

 
21

 
22

 
25

Total tangible equity
6,448

 
5,882

 
5,868

 
5,777

 
5,736

Preferred shareholders’ equity
(773
)
 
(386
)
 
(386
)
 
(386
)
 
(386
)
Total tangible common equity
$
5,675

 
$
5,496

 
$
5,482

 
$
5,391

 
$
5,350

Total assets
$
72,645

 
$
71,018

 
$
70,186

 
$
68,824

 
$
67,984

Goodwill
(677
)
 
(677
)
 
(677
)
 
(678
)
 
(678
)
Other intangible assets
(51
)
 
(55
)
 
(59
)
 
(63
)
 
(73
)
Other intangible assets deferred tax liability (1)
18

 
19

 
21

 
22

 
25

Total tangible assets
$
71,935

 
$
70,305

 
$
69,471

 
$
68,105

 
$
67,258

Tangible equity / tangible asset ratio
8.96
%
 
8.37
%
 
8.45
%
 
8.48
%
 
8.53
%
Tangible common equity / tangible asset ratio
7.89

 
7.82

 
7.89

 
7.92

 
7.95

 
(1)
Other intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.

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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 21 - Regulatory Capital Data
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basel III
 
 
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Total risk-weighted assets
Consolidated
 
$
59,798

 
$
58,420

 
$
57,839

 
$
57,850

 
$
57,840

 
Bank
 
59,723

 
58,351

 
57,750

 
57,772

 
57,752

Common equity tier I risk-based capital
Consolidated
 
5,821

 
5,721

 
5,625

 
5,580

 
5,501

 
Bank
 
5,518

 
5,519

 
5,475

 
5,497

 
5,448

Tier 1 risk-based capital
Consolidated
 
6,574

 
6,154

 
6,065

 
6,020

 
5,910

 
Bank
 
5,672

 
5,735

 
5,692

 
5,716

 
5,664

Tier 2 risk-based capital
Consolidated
 
1,300

 
1,233

 
1,279

 
1,278

 
1,308

 
Bank
 
1,119

 
1,115

 
1,101

 
747

 
776

Total risk-based capital
Consolidated
 
7,874

 
7,387

 
7,344

 
7,298

 
7,218

 
Bank
 
6,791

 
6,851

 
6,793

 
6,463

 
6,440

Tier 1 leverage ratio
Consolidated
 
9.29
%
 
8.79
%
 
8.85
%
 
8.98
%
 
9.04
%
 
Bank
 
8.02

 
8.21

 
8.33

 
8.54

 
8.67

Common equity tier I risk-based capital ratio
Consolidated
 
9.73

 
9.79

 
9.72

 
9.65

 
9.51

 
Bank
 
9.24

 
9.46

 
9.48

 
9.51

 
9.43

Tier 1 risk-based capital ratio
Consolidated
 
10.99

 
10.53

 
10.49

 
10.41

 
10.22

 
Bank
 
9.50

 
9.83

 
9.86

 
9.89

 
9.81

Total risk-based capital ratio
Consolidated
 
13.17

 
12.64

 
12.70

 
12.62

 
12.48

 
Bank
 
11.37

 
11.74

 
11.76

 
11.19

 
11.15

At March 31, 2016, we maintained Basel III transitional capital ratios in excess of the well-capitalized standards established by the FRB.
Shareholders’ Equity
We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share repurchases. Other potential sources of shareholders’ equity include issuances of common and preferred stock. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, to meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business opportunities. Shareholders’ equity totaled $7.2 billion at March 31, 2016, an increase of $0.6 billion when compared with December 31, 2015. During the 2016 first quarter, we issued $400 million of preferred stock. Costs of $14 million related to the issuance are reported as a direct deduction from the face amount of the stock.
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 April 19, 2016, our board of directors declared a quarterly cash dividend of $0.07 per common share, payable on July 1, 2016. Also, cash dividends of $0.07 per share were declared on January 20, 2016.
On April 19, 2016, our board of directors also declared a quarterly cash dividend on our 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock of $21.25 per share. The dividend is payable on July 15, 2016. Also, cash dividends of $21.25 per share were declared on January 20, 2016.

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On April 19, 2016, our board of directors also declared a quarterly cash dividend on our Floating Rate Series B Non-Cumulative Perpetual Preferred Stock of $8.32 per share. The dividend is payable on July15, 2016. Also, cash dividends of $8.31 per share were declared on January 20, 2016.
On April 19, 2016, our board of directors also declared a quarterly cash dividend on our 6.25% Series D Non-Cumulative Perpetual Convertible Preferred Stock of $19.79 per share. The dividend is payable on July15, 2016.
Share Repurchases
From time to time the board of directors authorizes the Company to repurchase shares of our common stock. Although we announce when the board of directors authorizes share repurchases, we typically do not give any public notice before we repurchase our shares. Future stock repurchases may be private or open-market repurchases, including block transactions, accelerated or delayed block transactions, forward transactions, and similar transactions. Various factors determine the amount and timing of our share repurchases, including our capital requirements, the number of shares we expect to issue for employee benefit plans and acquisitions, market conditions (including the trading price of our stock), and regulatory and legal considerations, 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. There were no share repurchases during the 2016 first quarter. Purchases of common stock may include open market purchases, privately negotiated transactions, and accelerated repurchase programs. We have approximately $166.0 million remaining under the current authorization.
On January 26, 2016, Huntington announced the signing of a definitive merger agreement under which Ohio-based FirstMerit Corporation, the parent company of FirstMerit Bank, will merge into Huntington in a stock and cash transaction. The transaction is expected to be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Huntington and FirstMerit Corporation. As a result of the announcement, Huntington no longer has the intent to repurchase shares 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.

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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 measurement date. The fair values measured at each level of the fair value hierarchy, additional discussion regarding fair value measurements, and a brief description of how fair value is determined for categories that have unobservable inputs, can be found in Note 13 of the Notes to Unaudited Condensed Consolidated Financial Statements.

BUSINESS SEGMENT DISCUSSION
Overview
Our business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance. We have five major business segments: Retail and Business Banking, Commercial Banking, Automobile Finance and Commercial Real Estate (AFCRE), Regional Banking and The Huntington Private Client Group (RBHPCG), and Home Lending. A Treasury / Other function includes technology and operations, other unallocated assets, liabilities, revenue, and expense.
Business segment results are determined based upon our management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around our organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.
Revenue Sharing
Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is recorded to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Results of operations for the business segments reflect these fee sharing allocations.
Expense Allocation
The management accounting process that develops the business segment reporting utilizes various estimates and allocation methodologies to measure the performance of the business segments. Expenses are allocated to business segments using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to activities related to product origination and servicing. These activity-based costs are then extended, based on volumes, with the resulting amount allocated to business segments that own the related products. The second phase consists of the allocation of overhead costs to all five business segments from Treasury / Other. We utilize a full-allocation methodology, where all Treasury / Other expenses, except reported Significant Items, and a small amount of other residual unallocated expenses, are allocated to the five business segments.
Funds Transfer Pricing (FTP)
We use an active and centralized FTP methodology to attribute appropriate income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities).
Net Income by Business Segment
The segregation of net income by business segment for the three-month periods ending March 31, 2016 and March 31, 2015 is presented in the following table:

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Table 22 - Net Income (Loss) by Business Segment
(dollar amounts in thousands)
 
 
 
 
Three months ended March 31,
 
2016
 
2015
Retail and Business Banking
$
62,609

 
$
52,580

Commercial Banking
22,269

 
43,263

AFCRE
51,502

 
42,277

RBHPCG
11,419

 
3,884

Home Lending
866

 
(4,677
)
Treasury/Other
22,649

 
28,527

Total net income
$
171,314

 
$
165,854

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 23 - Consumer Checking Household OCR Cross-sell Report
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2016
 
2015
 
2015
 
2015
 
2015
Number of households (1)
1,530,025

 
1,511,474

 
1,508,209

 
1,491,967

 
1,475,241

Product Penetration by Number of Services (2)
 
 
 
 
 
 
 
 
 
1 Service
2.6
%
 
2.6
%
 
2.6
%
 
2.5
%
 
2.8
%
2-3 Services
16.0

 
16.4

 
16.8

 
17.0

 
17.3

4-5 Services
28.8

 
29.1

 
29.2

 
29.5

 
29.7

6+ Services
52.6

 
51.9

 
51.4

 
51.0

 
50.2

 
 
 
 
 
 
 
 
 
 
Total revenue (in millions)
$
293

 
$
294

 
$
289

 
$
280

 
$
261

(1)
Checking account required.
(2)
The definitions and measurements used in our OCR process are periodically reviewed and updated prospectively.
Our emphasis on cross-sell, coupled with customers being attracted to the benefits offered through our “Fair Play” banking philosophy with programs such as 24-Hour Grace® on overdrafts and Asterisk-Free Checking TM, are having a positive effect. The percent of consumer households with 6 or more product services at the end of the 2016 first quarter was 52.6%, up from 50.2% 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 24 - Commercial Relationship OCR Cross-sell Report
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2016
 
2015
 
2015
 
2015
 
2015
Commercial Relationships (1)
171,053

 
168,774

 
169,152

 
168,088

 
166,710

Product Penetration by Number of Services (2)
 
 
 
 
 
 
 
 
 
1 Service
12.1
%
 
13.7
%
 
14.0
%
 
14.3
%
 
15.3
%
2-3 Services
40.4

 
42.0

 
42.3

 
42.3

 
42.0

4+ Services (3)
47.5

 
44.3

 
43.7

 
43.4

 
42.7

 
 
 
 
 
 
 
 
 
 
Total revenue (in millions)
$
221

 
$
222

 
$
229

 
$
222

 
$
217

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

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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 2016 first quarter was 47.5%, up from 42.7% from the year-ago quarter. Total commercial relationship revenue for the 2016 first quarter was $221 million, up $4 million, or 2%, from the year-ago quarter.
Retail and Business Banking
 
 
 
 
 
 
 
 
Table 25 - Key Performance Indicators for Retail and Business Banking
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Three months ended March 31,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
264,688

 
$
248,650

 
$
16,038

 
6
%
Provision for credit losses
12,196

 
7,151

 
5,045

 
71

Noninterest income
117,559

 
95,759

 
21,800

 
23

Noninterest expense
273,729

 
256,366

 
17,363

 
7

Provision for income taxes
33,713

 
28,312

 
5,401

 
19

Net income
$
62,609

 
$
52,580

 
$
10,029

 
19
%
Number of employees (average full-time equivalent)
5,409

 
5,211

 
198

 
4
%
Total average assets (in millions)
$
15,713

 
$
15,456

 
$
257

 
2

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

 
13,523

 
100

 
1

Total average deposits (in millions)
30,777

 
29,726

 
1,051

 
4

Net interest margin
3.55
%
 
3.46
%
 
0.09
%
 
3

NCOs
$
13,937

 
$
13,151

 
$
786

 
6

NCOs as a % of average loans and leases
0.41
%
 
0.39
%
 
0.02
%
 
5

2016 First Three Months vs. 2015 First Three Months
Retail and Business Banking reported net income of $63 million in the first three-month period of 2016. This was an increase of $10 million, or 19%, compared to the year-ago period. Segment net interest income increased $16 million, or 6%, primarily due to an increase in total average deposits, an increase in total average loans, and a 9 basis point improvement in the net interest margin. The provision for credit losses increased $5 million, or 71%, as a result of enhancements made to the ACL estimation process in the 2015 first quarter and an increase in NCOs. Noninterest income increased $22 million, or 23%, primarily due to an increase in card and payment processing income and service charges on deposit accounts, which were driven by higher debit card-related transaction volumes and an increase in the number of households. The increase in noninterest income is also attributed to mortgage banking income which was primarily driven by increased referrals to Home Lending due to an improved mortgage refinance market. Noninterest expense increased $17 million, or 7%, primarily due to an increase in allocated expenses of $11 million and other noninterest expense increases of $6 million, driven by the addition of 44 branches to our in-store network over the last nine months of 2015.


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Commercial Banking
 
 
 
 
 
 
 
 
Table 26 - Key Performance Indicators for Commercial Banking
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Three months ended March 31,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
100,863

 
$
74,918

 
$
25,945

 
35
 %
Provision for credit losses
34,756

 
6,835

 
27,921

 
409

Noninterest income
58,581

 
54,893

 
3,688

 
7

Noninterest expense
90,428

 
56,417

 
34,011

 
60

Provision for income taxes
11,991

 
23,296

 
(11,305
)
 
(49
)
Net income
$
22,269

 
$
43,263

 
$
(20,994
)
 
(49
)%
Number of employees (average full-time equivalent)
1,208

 
1,017

 
191

 
19
 %
Total average assets (in millions)
$
17,171

 
$
14,979

 
$
2,192

 
15

Total average loans/leases (in millions)
13,500

 
12,139

 
1,361

 
11

Total average deposits (in millions)
11,375

 
11,139

 
236

 
2

Net interest margin
2.80
%
 
2.40
%
 
0.40
%
 
17

NCOs
$
17,109

 
$
14,358

 
$
2,751

 
19

NCOs as a % of average loans and leases
0.51
%
 
0.47
%
 
0.04
%
 
9

2016 First Three Months vs. 2015 First Three Months
Commercial Banking reported net income of $22 million in the first three-month period of 2016. This was a decrease of $21 million, or 49%, compared to the year-ago period. Segment net interest income increased $26 million, or 35%, primarily due to higher earning asset yields related to the Huntington Technology Finance acquisition late in the 2015 first quarter, an increase in average loans/leases, recoveries from previously charged-off loans, and the increase in average available-for-sale securities which are primarily related to direct purchase municipal instruments. The provision for credit losses increased $28 million, or 409%, as a result of additional reserves for the energy sector portfolio and an increase in NCOs, partially offset by enhancements made to the ACL estimation process in the 2015 first quarter. Noninterest income increased $4 million, or 7%, primarily due to the late 2015 first quarter acquisition of Huntington Technology Finance and an increase in other treasury management related revenue, partially offset by a decline in commitment and other loan fees. Noninterest expense increased $34 million, or 60%, primarily due to an increase in allocated overhead, as well as personnel expense and operating lease expense from the acquisition of Huntington Technology Finance, which occurred at the end of 2015 first quarter.


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Automobile Finance and Commercial Real Estate
 
 
 
 
 
 
 
 
Table 27 - Key Performance Indicators for Automobile Finance and Commercial Real Estate
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Three months ended March 31,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
95,569

 
$
95,162

 
$
407

 
 %
Provision (reduction in allowance) for credit losses
(16,617
)
 
(1,383
)
 
(15,234
)
 
1,102

Noninterest income
7,252

 
4,675

 
2,577

 
55

Noninterest expense
40,204

 
36,178

 
4,026

 
11

Provision for income taxes
27,732

 
22,765

 
4,967

 
22

Net income
$
51,502

 
$
42,277

 
$
9,225

 
22
 %
Number of employees (average full-time equivalent)
309

 
289

 
20

 
7
 %
Total average assets (in millions)
$
18,030

 
$
16,632

 
$
1,398

 
8

Total average loans/leases (in millions)
17,024

 
15,779

 
1,245

 
8

Total average deposits (in millions)
1,629

 
1,376

 
253

 
18

Net interest margin
2.21
 %
 
2.40
 %
 
(0.19
)%
 
(8
)
NCOs
$
(21,099
)
 
$
(5,361
)
 
$
(15,738
)
 
294

NCOs as a % of average loans and leases
(0.50
)%
 
(0.14
)%
 
(0.36
)%
 
257


2016 First Three Months vs. 2015 First Three Months

AFCRE reported net income of $52 million in the first three-month period of 2016. This was an increase of $9 million, or 22%, compared to the year-ago period. Net interest income was essentially unchanged, as the benefit from higher loan balances were offset by a 19 basis point decline in the net interest margin. The provision (reduction in allowance) for credit losses improved $15 million, primarily due to an increase in CRE net recoveries. Noninterest income increased $3 million, or 55%, primarily due to increases in gains associated with community development and other equity investments. Noninterest expense increased $4 million, or 11%, primarily due to an increase in personnel costs and other allocated costs attributed to higher production and portfolio balance levels.

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Regional Banking and The Huntington Private Client Group
 
 
 
 
 
 
 
 
Table 28 - Key Performance Indicators for Regional Banking and The Huntington Private Client Group
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Three months ended March 31,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
39,279

 
$
26,824

 
$
12,455

 
46
 %
Provision (reduction in allowance) for credit losses
(479
)
 
2,645

 
(3,124
)
 
(118
)
Noninterest income
27,807

 
40,424

 
(12,617
)
 
(31
)
Noninterest expense
49,997

 
58,627

 
(8,630
)
 
(15
)
Provision for income taxes
6,149

 
2,092

 
4,057

 
194

Net income
$
11,419

 
$
3,884

 
$
7,535

 
194
 %
Number of employees (average full-time equivalent)
892

 
958

 
(66
)
 
(7
)%
Total average assets (in millions)
$
4,290

 
$
3,324

 
$
966

 
29

Total average loans/leases (in millions)
3,852

 
2,889

 
963

 
33

Total average deposits (in millions)
7,686

 
6,736

 
950

 
14

Net interest margin
2.08
 %
 
1.63
%
 
0.45
 %
 
28

NCOs
$
(2,550
)
 
$
885

 
$
(3,435
)
 
N.R.

NCOs as a % of average loans and leases
(0.26
)%
 
0.12
%
 
(0.38
)%
 
N.R.

Total assets under management (in billions)—eop
$
11.9

 
$
15.0

 
$
(3.1
)
 
(21
)
Total trust assets (in billions)—eop
83.7

 
87.2

 
(3.5
)
 
(4
)%
N.R.—Not relevant.
eop—End of Period.
2016 First Three Months vs. 2015 First Three Months
RBHPCG reported net income of $11 million in the first three-month period of 2016. This was an increase of $8 million, or 194%, compared to the year-ago period. Segment net interest income increased $12 million, or 46%, mainly due to an increase in average total loans and deposits. The increase in average total loans was due to a transfer of $836 million in portfolio mortgage loans originated by Home Lending. The increase in average total deposits was the result of growth in the new Private Client Account interest checking product and growth in consumer money-market deposit account balances. The provision (reduction in allowance) for credit losses decreased $3 million, or 118%, primarily due to net recoveries in the current period. Noninterest income decreased $13 million, or 31%, primarily due to the sale of HASI and HAA at the end of 2015. Noninterest expense decreased $9 million, or 15%, due to reduced personnel and services expense resulting from the sale of HASI and HAA, reduced losses, and reduced allocated costs.

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Home Lending
 
 
 
 
 
 
 
 
Table 29 - Key Performance Indicators for Home Lending
(dollar amounts in thousands unless otherwise noted)
 
 
 
 
 
 
 
 
Three months ended March 31,
 
Change
 
2016
 
2015
 
Amount
 
Percent
Net interest income
$
13,016

 
$
15,277

 
$
(2,261
)
 
(15
)%
Provision (reduction in allowance) for credit losses
(2,274
)
 
5,343

 
(7,617
)
 
N.R.

Noninterest income
11,650

 
18,658

 
(7,008
)
 
(38
)
Noninterest expense
25,608

 
35,788

 
(10,180
)
 
(28
)
Provision for income taxes
466

 
(2,519
)
 
2,985

 
N.R.

Net income (loss)
$
866

 
$
(4,677
)
 
$
5,543

 
N.R.

Number of employees (average full-time equivalent)
956

 
925

 
31

 
3
 %
Total average assets (in millions)
$
3,045

 
$
3,879

 
$
(834
)
 
(22
)
Total average loans/leases (in millions)
2,536

 
3,341

 
(805
)
 
(24
)
Total average deposits (in millions)
316

 
321

 
(5
)
 
(2
)
Net interest margin
1.83
%
 
1.68
%
 
0.15
%
 
9

NCOs
$
1,155

 
$
1,399

 
$
(244
)
 
(17
)
NCOs as a % of average loans and leases
0.18
%
 
0.17
%
 
0.01
%
 
6

Mortgage banking origination volume (in millions)
$
936

 
$
980

 
$
(44
)
 
(4
)
N.R.—Not relevant.
2016 First Three Months vs. 2015 First Three Months
Home Lending reported net income of $1 million in the first three-month period of 2016 compared to a net loss of $5 million in the year-ago period. Segment net interest income decreased $2 million, or 15 %, which primarily reflects the transfer of $836 million of portfolio mortgage loans to the RBHPCG segment. The provision (reduction in allowance) for credit losses decreased $8 million, due to a higher provision in the year-ago quarter from updated assumptions made to the ACL estimation process. Noninterest income decreased by $7 million, or 38%, primarily due to lower mortgage production levels and higher fee sharing to other business segments. Noninterest expense declined $10 million, or 28%, primarily due to lower allocated expenses.

ADDITIONAL DISCLOSURES
Forward-Looking Statements
This report, including MD&A, contains certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the merger parties’ plans, objectives, expectations and intentions, the expected timing of completion of the transaction with FirstMerit, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (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,

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regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB, and the regulatory approval process associated with the transaction with FirstMerit, (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, (11) the possibility that the proposed transaction with FirstMerit does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and FirstMerit do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; Huntington’s ability to complete the acquisition and integration of FirstMerit successfully; and other factors that may affect future results of Huntington and FirstMerit. Additional factors that could cause results to differ materially from those described above can be found in our 2015 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-GAAP Financial Measures
This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Huntington’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.
Significant Items
From time-to-time, revenue, expenses, or taxes are impacted by items judged by us to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their outsized impact is believed by us at that time to be infrequent or short-term in nature. We refer to such items as Significant Items. Most often, these Significant Items result from factors originating outside the Company; e.g., regulatory actions / assessments, windfall gains, changes in accounting principles, one-time tax assessments / refunds, litigation actions, etc. In other cases, they may result from our decisions associated with significant corporate actions outside of the ordinary course of business; e.g., merger / restructuring charges, recapitalization actions, goodwill impairment, etc.
Even though certain revenue and expense items are naturally subject to more volatility than others due to changes in market and economic environment conditions, as a general rule volatility alone does not define a Significant Item. For example, changes in the provision for credit losses, gains / losses from investment activities, asset valuation writedowns, etc., reflect ordinary banking activities and are, therefore, typically excluded from consideration as a Significant Item.
We believe the disclosure of Significant Items provides a better understanding of our performance and trends to ascertain which of such items, if any, to include or exclude from an analysis of our performance; i.e., within the context of determining how that performance differed from expectations, as well as how, if at all, to adjust estimates of future performance accordingly. To this end, we adopted a practice of listing Significant Items in our external disclosure documents; e.g., earnings press releases, investor presentations, Forms 10-Q and 10-K.
Significant Items for any particular period are not intended to be a complete list of items that may materially impact current or future period performance.

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

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Table of Contents

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

Risk Factors
Information on risk is discussed in the Risk Factors section included in Item 1A of our 2015 Form 10-K. Additional information regarding risk factors can also be found in the Risk Management and Capital discussion of this report.
Critical Accounting Policies and Use of Significant Estimates
Our financial statements are prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to establish critical accounting policies and make accounting estimates, assumptions, and judgments that affect amounts recorded and reported in our financial statements. Note 1 of Notes to Consolidated Financial Statements included in our December 31, 2015 Form 10-K, as supplemented by this report, lists significant accounting policies we use in the development and presentation of our financial statements. This MD&A, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors necessary for an understanding and evaluation of our company, financial position, results of operations, and cash flows.
An accounting estimate requires assumptions about uncertain matters that could have a material effect on the financial statements if a different amount within a range of estimates were used or if estimates changed from period to period. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results that significantly differ from when those estimates were made.
Our most significant accounting estimates relate to our ACL, valuation of financial instruments, contingent liabilities, income taxes, and deferred tax assets. These significant accounting estimates and their related application are discussed in our December 31, 2015 Form 10-K.
Recent Accounting Pronouncements and Developments
Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements discusses new accounting pronouncements adopted during 2016 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted. To the extent the adoption of new accounting standards materially affect financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section of this MD&A and the Notes to Unaudited Condensed Consolidated Financial Statements.


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Item 1: Financial Statements
Huntington Bancshares Incorporated
Condensed Consolidated Balance Sheets
(Unaudited)
(dollar amounts in thousands, except number of shares)
March 31,
 
December 31,
 
2016
 
2015
Assets
 
 
 
Cash and due from banks
$
816,248

 
$
847,156

Interest-bearing deposits in banks
66,668

 
51,838

Trading account securities
45,924

 
36,997

Loans held for sale (includes $364,967 and $337,577 respectively, measured at fair value) (1)
567,664

 
474,621

Available-for-sale and other securities
9,319,381

 
8,775,441

Held-to-maturity securities
5,946,144

 
6,159,590

Loans and leases (includes $39,329 and $34,637 respectively, measured at fair value) (1)
51,539,359

 
50,341,099

Allowance for loan and lease losses
(613,719
)
 
(597,843
)
Net loans and leases
50,925,640

 
49,743,256

Bank owned life insurance
1,766,637

 
1,757,668

Premises and equipment
611,603

 
620,540

Goodwill
676,869

 
676,869

Other intangible assets
51,266

 
54,978

Servicing rights
168,648

 
189,237

Accrued income and other assets
1,682,275

 
1,630,110

Total assets
$
72,644,967

 
$
71,018,301

Liabilities and shareholders’ equity
 
 
 
Liabilities
 
 
 
Deposits
$
55,628,842

 
$
55,294,979

Short-term borrowings
471,375

 
615,279

Long-term debt
7,935,412

 
7,041,364

Accrued expenses and other liabilities
1,451,668

 
1,472,073

Total liabilities
65,487,297

 
64,423,695

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
362,506

 
362,506

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

Series D, 6.25% fixed rate, non-cumulative perpetual preferred stock, par value of $0.01, and liquidation value per share of $1,000
386,348

 

Common stock
7,988

 
7,970

Capital surplus
7,050,463

 
7,038,502

Less treasury shares, at cost
(18,417
)
 
(17,932
)
Accumulated other comprehensive loss
(167,286
)
 
(226,158
)
Retained (deficit) earnings
(487,717
)
 
(594,067
)
Total shareholders’ equity
7,157,670

 
6,594,606

Total liabilities and shareholders’ equity
$
72,644,967

 
$
71,018,301

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

 
1,500,000,000

Common shares issued
798,780,938

 
796,969,694

Common shares outstanding
796,689,077

 
794,928,886

Treasury shares outstanding
2,091,861

 
2,040,808

Preferred shares issued
2,402,571

 
1,967,071

Preferred shares outstanding
798,006

 
398,006

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


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Huntington Bancshares Incorporated
 
 
 
 
 
Condensed Consolidated Statements of Income
 
 
 
 
 
(Unaudited)
 
 
 
 
 
(dollar amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
March 31,
 
 
 
2016
 
2015
Interest and fee income:
 
 
 
 
 
Loans and leases
 
 
$
463,422

 
$
420,614

Available-for-sale and other securities
 
 
 
 
 
Taxable
 
 
39,614

 
47,856

Tax-exempt
 
 
13,019

 
9,287

Held-to-maturity securities—taxable
 
 
36,789

 
20,667

Other
 
 
4,407

 
3,672

Total interest income
 
 
557,251

 
502,096

Interest expense:
 
 
 
 
 
Deposits
 
 
23,018

 
19,567

Short-term borrowings
 
 
898

 
542

Federal Home Loan Bank advances
 
 
69

 
377

Subordinated notes and other long-term debt
 
 
30,200

 
13,925

Total interest expense
 
 
54,185

 
34,411

Net interest income
 
 
503,066

 
467,685

Provision for credit losses
 
 
27,582

 
20,591

Net interest income after provision for credit losses
 
 
475,484

 
447,094

Service charges on deposit accounts
 
 
70,262

 
62,220

Cards and payment processing income
 
 
36,447

 
32,571

Mortgage banking income
 
 
18,543

 
22,961

Trust services
 
 
22,838

 
29,039

Insurance income
 
 
16,225

 
15,895

Brokerage income
 
 
15,502

 
15,500

Capital markets fees
 
 
13,010

 
13,905

Bank owned life insurance income
 
 
13,513

 
13,025

Gain on sale of loans
 
 
5,395

 
4,589

Net gains on sales of securities
 
 

 

Impairment losses recognized in earnings on available-for-sale securities
 
 

 

Other noninterest income
 
 
30,132

 
21,918

Total noninterest income
 
 
241,867

 
231,623

Personnel costs
 
 
285,397

 
264,916

Outside data processing and other services
 
 
61,878

 
50,535

Equipment
 
 
32,576

 
30,249

Net occupancy
 
 
31,476

 
31,020

Marketing
 
 
12,268

 
12,975

Professional services
 
 
13,538

 
12,727

Deposit and other insurance expense
 
 
11,208

 
10,167

Amortization of intangibles
 
 
3,712

 
10,206

Other noninterest expense
 
 
39,027

 
36,062

Total noninterest expense
 
 
491,080

 
458,857

Income before income taxes
 
 
226,271

 
219,860

Provision for income taxes
 
 
54,957

 
54,006

Net income
 
 
171,314

 
165,854

Dividends on preferred shares
 
 
7,998

 
7,965

Net income applicable to common shares
 
 
$
163,316

 
$
157,889


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Average common shares—basic
 
 
795,755

 
809,778

Average common shares—diluted
 
 
808,349

 
823,809

Per common share:
 
 
 
 
 
Net income—basic
 
 
$
0.21

 
$
0.19

Net income—diluted
 
 
0.20

 
0.19

Cash dividends declared
 
 
0.07

 
0.06

OTTI losses for the periods presented:
 
 
 
 
 
Total OTTI losses
 
 
$
(3,733
)
 
$

Noncredit-related portion of loss recognized in OCI
 
 
3,733

 

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

 
$

 
 
 
 
 
 
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
March 31,
(dollar amounts in thousands)
2016
 
2015
Net income
$
171,314

 
$
165,854

Other comprehensive income, net of tax:
 
 
 
Unrealized gains on available-for-sale and other securities:
 
 
 
Non-credit-related impairment recoveries (losses) on debt securities not expected to be sold
(2,349
)
 
3,390

Unrealized net gains (losses) on available-for-sale and other securities arising during the period, net of reclassification for net realized gains and losses
51,551

 
38,953

Total unrealized gains (losses) on available-for-sale securities
49,202

 
42,343

Unrealized gains (losses) on cash flow hedging derivatives, net of reclassifications to income
8,829

 
18,214

Change in accumulated unrealized losses for pension and other post-retirement obligations
841

 
903

Other comprehensive income (loss), net of tax
58,872

 
61,460

Comprehensive income
$
230,186

 
$
227,314

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 Gain (Loss)
 
Retained Earnings (Deficit)
 
 
(All amounts in thousands, except for per share amounts)
Series A
 
Series B
 
Series D
 
Common Stock
 
Capital Surplus
 
Treasury Stock
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Three months ended March 31, 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
165,854

 
165,854

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
61,460

 
 
 
61,460

Repurchase of common stock
 
 
 
 
 
 
 
 
 
 
 
 
(4,949
)
 
(49
)
 
(51,658
)
 
 
 
 
 
 
 
 
 
(51,707
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.06 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(48,524
)
 
(48,524
)
Preferred Series A ($21.25 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(7,703
)
 
(7,703
)
Preferred Series B ($7.38 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(262
)
 
(262
)
Recognition of the fair value of share-based compensation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,095

 
 
 
 
 
 
 
 
 
11,095

Other share-based compensation activity
 
 
 
 
 
 
 
 
 
 
 
 
2,051

 
20

 
4,512

 
 
 
 
 
 
 
(554
)
 
3,978

Other
 
 
 
 
 
 
 
 
 
 
 
 
11

 

 
72

 
(39
)
 
(467
)
 
 
 
(12
)
 
(407
)
Balance, end of period
363

 
$
362,507

 
35

 
$
23,785

 

 
$

 
810,249

 
$
8,102

 
$
7,185,766

 
(1,721
)
 
$
(13,849
)
 
$
(160,832
)
 
$
(943,525
)
 
$
6,461,954

Three months ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
363

 
$
362,506

 
35

 
$
23,785

 

 
$

 
796,970

 
$
7,970

 
$
7,038,502

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

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
171,314

 
171,314

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
58,872

 
 
 
58,872

Net proceeds from issuance of Series D preferred stock
 
 
 
 
 
 
 
 
400

 
386,348

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
386,348

Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.07 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(55,774
)
 
(55,774
)
Preferred Series A ($21.25 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(7,703
)
 
(7,703
)
Preferred Series B ($8.31 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(295
)
 
(295
)
Recognition of the fair value of share-based compensation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,268

 
 
 
 
 
 
 
 
 
11,268

Other share-based compensation activity
 
 
 
 
 
 
 
 
 
 
 
 
1,811

 
18

 
683

 
 
 
 
 
 
 
(1,166
)
 
(465
)
Other
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10

 
(51
)
 
(485
)
 
 
 
(26
)
 
(501
)
Balance, end of period
363

 
$
362,506

 
35

 
$
23,785

 
400

 
$
386,348

 
798,781

 
$
7,988

 
$
7,050,463

 
(2,092
)
 
$
(18,417
)
 
$
(167,286
)
 
$
(487,717
)
 
$
7,157,670

See Notes to Unaudited Condensed Consolidated Financial Statements

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Huntington Bancshares Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Three months ended
March 31,
(dollar amounts in thousands)
2016
 
2015
Operating activities
 
Net income
$
171,314

 
$
165,854

Adjustments to reconcile net income to net cash provided by operating activities:
 
Provision for credit losses
27,582

 
20,591

Depreciation and amortization
105,103

 
95,664

Share-based compensation expense
11,268

 
11,095

Net change in:
 
 
 
Trading account securities
(8,927
)
 
(5,435
)
Loans held for sale
(39,502
)
 
(198,776
)
Accrued income and other assets
(41,066
)
 
(58,226
)
Deferred income taxes
(4,366
)
 
(14,467
)
Accrued expense and other liabilities
(25,580
)
 
(30,674
)
Other, net
(4,036
)
 
(3,883
)
Net cash provided by (used for) operating activities
191,790

 
(18,257
)
Investing activities
 
Change in interest bearing deposits in banks
(14,830
)
 
(9,471
)
Cash paid for acquisition of a business, net of cash received

 
(457,836
)
Proceeds from:
 
 
 
Maturities and calls of available-for-sale and other securities
217,015

 
397,406

Maturities of held-to-maturity securities
210,606

 
124,631

Purchases of available-for-sale and other securities
(691,607
)
 
(878,256
)
Purchases of held-to-maturity securities

 
(82,557
)
Net proceeds from sales of portfolio loans
74,831

 
89,347

Net loan and lease activity, excluding sales and purchases
(714,140
)
 
(332,637
)
Purchases of premises and equipment
(12,157
)
 
(13,094
)
Proceeds from sales of other real estate
6,950

 
8,857

Purchases of loans and leases
(667,031
)
 
(16,474
)
Other, net
920

 
1,278

Net cash provided by (used for) investing activities
(1,589,443
)
 
(1,168,806
)
Financing activities
 
 
 
Increase (decrease) in deposits
363,177

 
1,081,204

Increase (decrease) in short-term borrowings
(147,339
)
 
(357,831
)
Net proceeds from issuance of long-term debt
1,024,068

 
995,610

Maturity/redemption of long-term debt
(195,475
)
 
(750,076
)
Dividends paid on preferred stock
(7,998
)
 
(7,965
)
Dividends paid on common stock
(56,195
)
 
(48,738
)
Repurchases of common stock

 
(51,707
)
Proceeds from stock options exercised
1,126

 
3,800

Net proceeds from issuance of preferred stock
386,348

 

Other, net
(967
)
 
2,077

Net cash provided by (used for) financing activities
1,366,745

 
866,374

Increase (decrease) in cash and cash equivalents
(30,908
)
 
(320,689
)
Cash and cash equivalents at beginning of period
847,156

 
1,220,565

Cash and cash equivalents at end of period
$
816,248

 
$
899,876


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Supplemental disclosures:
 
Interest paid
$
41,398

 
$
26,672

Income taxes paid (refunded)
1,051

 
353

Non-cash activities
 
Loans transferred to held-for-sale from portfolio
145,210

 
1,091,451

Loans transferred to portfolio from held-for-sale
9,259

 
1,257

Transfer of loans to OREO
6,468

 
6,575

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 2015 Form 10-K, which include descriptions of significant accounting policies, as updated by the information contained in this report, should be read in conjunction with these interim financial statements.
For statement of cash flows purposes, cash and cash equivalents are defined as the sum of “Cash and due from banks” which includes amounts on deposit with the Federal Reserve and “Federal funds sold and securities purchased under resale agreements.”
In conjunction with applicable accounting standards, all material subsequent events have been either recognized in the Unaudited Condensed Consolidated Financial Statements or disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements.
Certain prior period amounts have been reclassified to conform to the current year's presentation. Specifically, Huntington reclassified servicing assets from accrued income and other assets to disclose them as a separate line item on the balance sheets. In addition, debt issuance costs were reclassified to long-term debt from accrued income and other assets as part of adopting ASU 2105-03.
2. ACCOUNTING STANDARDS UPDATE
ASU 2014-09 - Revenue from Contracts with Customers (Topic 606): The amendments in ASU 2014-09 supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The general principle of the amendments require an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance sets forth a five step approach to be utilized for revenue recognition. The amendments were originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Subsequently, the FASB issued a one-year deferral for implementation, which results in new guidance being effective for annual and interim reporting periods beginning after December 15, 2017. The FASB, however, permitted adoption of the new guidance on the original effective date. Management is currently assessing the impact on Huntington’s Consolidated Financial Statements.
ASU 2015-02 - Consolidation (Topic 810)-Amendments to the Consolidation Analysis. This Update provides a new scope exception for registered money market funds and similar unregistered money market funds, provides targeted amendments to the current consolidation guidance, and ends the deferral granted to investment companies from applying the variable interest entity accounting guidance. This amendment was effective during the current reporting period and did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2015-03 - Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs. This Update was issued to simplify the presentation of debt issuance costs. The amendments require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction to the carrying amount of that debt liability, consistent with debt discounts. The amendment was effective during the current reporting period and did not have a significant impact on Huntington’s Unaudited Condensed Consolidated Financial Statements. For more information, refer to Note 8 “Long-Term Debt”.
ASU 2015-10 - Technical Corrections and Improvements. This Update sets forth certain technical corrections and improvements issued in June 2015 with an objective to clarify the Accounting Standards Codification (“Codification”), correct unintended application of guidance, or make minor improvements to the ASU, among other things, requires disclosure of fair value for non-recurring items at the relevant measurement date where the fair value is not measured at the end of the reporting period. Also, for nonrecurring measurements estimated at a date during the reporting period other than the end of the reporting period, a reporting entity is required to clearly indicate that the fair value information presented is not as of the period’s end.

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

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benefits and tax deficiencies related to share-based award to be recognized in the income statement. Other changes include an election related to the accounting for forfeitures, changes to the cash flow statement presentation for excess tax benefits, as well as for cash paid by an employer when directly withholding shares for tax withholding purposes. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. Management is currently assessing the impact of this Update on Huntington's Unaudited Condensed Consolidated Financial Statements.
3. PENDING ACQUISITION OF FIRSTMERIT CORPORATION
On January 26, 2016, Huntington announced the signing of a definitive merger agreement under which Ohio-based FirstMerit Corporation, the parent company of FirstMerit Bank, will merge into Huntington in a stock and cash transaction valued at approximately $3.4 billion based on the closing stock price on the day preceding the announcement. FirstMerit Corporation is a diversified financial services company headquartered in Akron, Ohio, which reported assets of approximately $25.5 billion based on their December 31, 2015 balance sheet.
Under the terms of the agreement, shareholders of FirstMerit Corporation will receive 1.72 shares of Huntington common stock, and $5.00 in cash, for each share of FirstMerit Corporation common stock. The transaction is expected to be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Huntington and FirstMerit Corporation.
4. LOANS / LEASES AND ALLOWANCE FOR CREDIT LOSSES
Loans and leases for which Huntington has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are classified in the Unaudited Condensed Consolidated Balance Sheets as loans and leases. Except for loans which are accounted for at fair value, loans are carried at the principal amount outstanding, net of unamortized premiums and discounts and deferred loan fees and costs, which resulted in a net premium of $272 million and $262 million at March 31, 2016 and December 31, 2015, respectively.
Loan and Lease Portfolio Composition
The following table provides a detailed listing of Huntington’s loan and lease portfolio at March 31, 2016 and December 31, 2015:
(dollar amounts in thousands)
March 31,
2016
 
December 31,
2015
Loans and leases:
 
 
 
Commercial and industrial
$
21,253,692

 
$
20,559,834

Commercial real estate
5,281,810

 
5,268,651

Automobile
9,919,921

 
9,480,678

Home equity
8,422,439

 
8,470,482

Residential mortgage
6,081,984

 
5,998,400

Other consumer
579,513

 
563,054

Loans and leases
51,539,359

 
50,341,099

Allowance for loan and lease losses
(613,719
)
 
(597,843
)
Net loans and leases
$
50,925,640

 
$
49,743,256

As shown in the table above, the primary loan and lease portfolios are: C&I, CRE, automobile, home equity, residential mortgage, and other consumer. For ACL purposes, these portfolios are further disaggregated into classes. The classes within each portfolio are as follows:

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Table of Contents

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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Loan Purchases and Sales
The following table summarizes significant portfolio loan purchase and sale activity for the three-month periods ended March 31, 2016 and 2015. The table below excludes mortgage loans originated for sale.
(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
 
Home
Equity
 
 
Residential
Mortgage
 
Other
Consumer
 
Total
Portfolio loans and leases purchased or transferred from held for sale during the:
Three-month period ended March 31, 2016
$
664,887

 
$

 
$


 
$


 
$
2,144

 
$

 
$
667,031

Three-month period ended March 31, 2015
12,591

 

 

 
 


 
3,883

 

 
16,474

Portfolio loans and leases sold or transferred to loans held for sale during the:
Three-month period ended March 31, 2016
$
144,519

 
$

 
$


 
$


 
$

 
$

 
$
144,519

Three-month period ended March 31, 2015
85,700

 

 
1,061,859

(1)
 


 

 

 
1,147,559

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

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The following table presents NALs by loan class at March 31, 2016 and December 31, 2015:
(dollar amounts in thousands)
March 31,
2016
 
December 31,
2015
Commercial and industrial:
 
 
 
Owner occupied
$
28,202

 
$
35,481

Other commercial and industrial
279,622

 
139,714

Total commercial and industrial
307,824

 
175,195

Commercial real estate:
 
 
 
Retail properties
4,087

 
7,217

Multi-family
4,501

 
5,819

Office
17,495

 
10,495

Industrial and warehouse
1,794

 
2,202

Other commercial real estate
2,924

 
3,251

Total commercial real estate
30,801

 
28,984

Automobile
7,598

 
6,564

Home equity:
 
 
 
Secured by first-lien
35,101

 
35,389

Secured by junior-lien
27,107

 
30,889

Total home equity
62,208

 
66,278

Residential mortgage
90,303

 
94,560

Other consumer

 

Total nonaccrual loans
$
498,734

 
$
371,581


The following table presents an aging analysis of loans and leases, including past due loans, by loan class at March 31, 2016 and December 31, 2015: (1)
 
March 31, 2016
 
Past Due
 
 
 
Total Loans
and Leases
 
90 or more
days past due
and accruing
 
(dollar amounts in thousands)
30-59 Days
 
60-89 Days
 
90 or more days
Total
 
Current
 
 
 
Commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
$
2,841

 
$
1,399

 
$
10,952

 
$
15,192

 
$
3,991,359

 
$
4,006,551

 
$

 
Purchased credit-impaired
6

 
69

 
4,459

 
4,534

 
10,066

 
14,600

 
4,459

(2)
Other commercial and industrial
39,246

 
31,255

 
41,679

 
112,180

 
17,120,361

 
17,232,541

 
3,573

(3)
Total commercial and industrial
42,093

 
32,723

 
57,090

 
131,906

 
21,121,786

 
21,253,692

 
8,032

 
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
204

 
530

 
2,782

 
3,516

 
1,570,318

 
1,573,834

 

 
Multi-family
624

 
567

 
1,811

 
3,002

 
1,085,120

 
1,088,122

 

 
Office

 
182

 
3,003

 
3,185

 
859,000

 
862,185

 

 
Industrial and warehouse
120

 

 
994

 
1,114

 
400,263

 
401,377

 

 
Purchased credit-impaired

 

 
12,694

 
12,694

 

 
12,694

 
12,694

(2)
Other commercial real estate
249

 
278

 
2,433

 
2,960

 
1,340,638

 
1,343,598

 

 
Total commercial real estate
1,197

 
1,557

 
23,717

 
26,471

 
5,255,339

 
5,281,810

 
12,694

 
Automobile
54,220

 
10,205

 
5,291

 
69,716

 
9,850,205

 
9,919,921

 
5,064

 
Home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Secured by first-lien
11,570

 
5,148

 
25,854

 
42,572

 
5,146,801

 
5,189,373

 
4,606

 
Secured by junior-lien
14,156

 
8,025

 
25,066

 
47,247

 
3,185,819

 
3,233,066

 
3,965

 
Total home equity
25,726

 
13,173

 
50,920

 
89,819

 
8,332,620

 
8,422,439

 
8,571

 
Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
85,460

 
31,460

 
116,358

 
233,278

 
5,847,214

 
6,080,492

 
69,583

(4)
Purchased credit-impaired

 

 

 

 
1,492

 
1,492

 

 
Total residential mortgage
85,460

 
31,460

 
116,358

 
233,278

 
5,848,706

 
6,081,984

 
69,583

 
Other consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other consumer
4,987

 
1,393

 
1,868

 
8,248

 
571,226

 
579,474

 
1,868

 
Purchased credit-impaired

 

 

 

 
39

 
39

 

 
Total other consumer
4,987

 
1,393

 
1,868

 
8,248

 
571,265

 
579,513

 
1,868

 
Total loans and leases
$
213,683

 
$
90,511

 
$
255,244

 
$
559,438

 
$
50,979,921

 
$
51,539,359

 
$
105,812

 

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

 
$
3,613

 
$
13,793

 
$
29,353

 
$
3,983,447

 
$
4,012,800

 
$

 
Purchased credit-impaired
292

 
1,436

 
5,949

 
7,677

 
13,340

 
21,017

 
5,949

(2)
Other commercial and industrial
32,476

 
8,531

 
27,236

 
68,243

 
16,457,774

 
16,526,017

 
2,775

(3)
Total commercial and industrial
44,715

 
13,580

 
46,978

 
105,273

 
20,454,561

 
20,559,834

 
8,724


Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail properties
1,823

 
195

 
3,637

 
5,655

 
1,501,054

 
1,506,709

 

 
Multi family
961

 
1,137

 
2,691

 
4,789

 
1,073,429

 
1,078,218

 

 
Office
5,022

 
256

 
3,016

 
8,294

 
886,331

 
894,625

 

 
Industrial and warehouse
93

 

 
373

 
466

 
503,701

 
504,167

 

 
Purchased credit-impaired
102

 
3,818

 
9,549

 
13,469

 
289

 
13,758

 
9,549

(2)
Other commercial real estate
1,231

 
315

 
2,400

 
3,946

 
1,267,228

 
1,271,174

 

 
Total commercial real estate
9,232

 
5,721

 
21,666

 
36,619

 
5,232,032

 
5,268,651

 
9,549


Automobile
69,553

 
14,965

 
7,346

 
91,864

 
9,388,814

 
9,480,678

 
7,162

 
Home equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
18,349

 
7,576

 
26,304

 
52,229

 
5,139,256

 
5,191,485

 
4,499

 
Secured by junior-lien
18,128

 
9,329

 
29,996

 
57,453

 
3,221,544

 
3,278,997

 
4,545

 
Total home equity
36,477

 
16,905

 
56,300

 
109,682

 
8,360,800

 
8,470,482

 
9,044

 
Residential mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
102,670

 
34,298

 
119,354

 
256,322

 
5,740,624

 
5,996,946

 
69,917

(5)
Purchased credit-impaired
103

 

 

 
103

 
1,351

 
1,454

 

 
Total residential mortgage
102,773

 
34,298

 
119,354

 
256,425

 
5,741,975

 
5,998,400

 
69,917


Other consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Other consumer
6,469

 
1,852

 
1,395

 
9,716

 
553,286

 
563,002

 
1,394

 
Purchased credit-impaired

 

 

 

 
52

 
52

 

 
Total other consumer
6,469

 
1,852

 
1,395

 
9,716

 
553,338

 
563,054

 
1,394

 
Total loans and leases
$
269,219

 
$
87,321

 
$
253,039

 
$
609,579

 
$
49,731,520

 
$
50,341,099

 
$
105,790

 
(1)
NALs are included in this aging analysis based on the loan’s past due status.
(2)
Amounts represent accruing purchased impaired loans related to acquisitions. Under the applicable accounting guidance (ASC 310-30), the loans were recorded at fair value upon acquisition and remain in accruing status.
(3)
Amounts include Huntington Technology Finance administrative lease delinquencies.
(4)
Includes $58 million guaranteed by the U.S. government.
(5)
Includes $56 million guaranteed by the U.S. government.
Allowance for Credit Losses
Huntington maintains two reserves, both of which reflect Management’s judgment regarding the appropriate level necessary to absorb credit losses inherent in our loan and lease portfolio: the ALLL and the AULC. Combined, these reserves comprise the total ACL. The determination of the ACL requires significant estimates, including the timing and amounts of expected future cash flows on impaired loans and leases, consideration of current economic conditions, and historical loss experience pertaining to pools of homogeneous loans and leases, all of which may be susceptible to change.
The appropriateness of the ACL is based on Management’s current judgments about the credit quality of the loan portfolio. These judgments consider on-going evaluations of the loan and lease portfolio, including such factors as the differing economic risks associated with each loan category, the financial condition of specific borrowers, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or other documented support. Further, Management evaluates the impact of changes in interest rates and overall economic conditions on the ability of borrowers to meet their financial obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each reporting date. In addition to general economic conditions and the other factors described above, additional factors also considered include: the impact of increasing or decreasing residential real estate values; the diversification of CRE loans; the development of new or expanded Commercial business segments such as healthcare, ABL, and energy, and the overall condition of the manufacturing industry. Management’s determinations regarding the appropriateness of the ACL are reviewed and approved by the Company’s board of directors.
The ALLL consists of two components: (1) the transaction reserve, which includes a loan level allocation, specific reserves related to loans considered to be impaired, and loans involved in troubled debt restructurings, and (2) the general reserve. The transaction reserve component includes both (1) an estimate of loss based on pools of commercial and consumer loans and leases with similar characteristics and (2) an estimate of loss based on an impairment review of each impaired C&I and CRE loan where obligor balance is greater than $1 million. For the C&I and CRE portfolios, the estimate of loss based on pools of loans and leases with similar characteristics is made by applying a PD factor and a LGD factor to each individual loan based on a regularly updated loan grade, using a standardized loan grading system. The PD factor and an LGD factor are determined for each loan grade using statistical models based on historical performance data. The PD factor considers on-going reviews of the financial performance of the specific borrower, including cash flow, debt-service coverage ratio, earnings power, debt level, and equity position, in conjunction with an assessment of the borrower’s industry and future prospects. The LGD factor considers analysis of the type of collateral and the relative LTV ratio. These reserve factors are developed and updated periodically based on credit migration models that track historical movements of loans between loan ratings over time and a combination of long-term average loss experience of our own portfolio and external industry data.
In the case of other homogeneous portfolios, such as automobile loans, home equity loans, and residential mortgage loans, the determination of the transaction reserve also incorporates PD and LGD factors. The estimate of loss is based on pools of loans and leases with similar characteristics. The PD factor considers current credit scores unless the account is delinquent, in which case a higher PD factor is used. The credit score provides a basis for understanding the borrower’s past and current payment performance, and this information is used to estimate expected losses over the emergence period. The performance of first-lien loans ahead of our junior-lien loans is available to use as part of our updated score process. The LGD factor considers analysis of the type of collateral and the relative LTV ratio. Credit scores, models, analyses, and other factors used to determine 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.

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The general reserve consists of our risk-profile reserve components, which includes items unique to our structure, policies, processes, and portfolio composition, as well as qualitative measurements and assessments of the loan portfolios including, but not limited to, management quality, concentrations, portfolio composition, industry comparisons, and internal review functions.
The estimate for the AULC is determined using the same procedures and methodologies as used for the ALLL. The loss factors used in the AULC are the same as the loss factors used in the ALLL while also considering a historical utilization of unused commitments. The AULC is reflected in accrued expenses and other liabilities in the Unaudited Condensed Consolidated Balance Sheet.
The ACL is increased through a provision for credit losses that is charged to earnings, based on Management’s quarterly evaluation of the factors previously mentioned, and is reduced by charge-offs, net of recoveries, and the ACL associated with securitized or sold loans.
The following table presents ALLL and AULC activity by portfolio segment for the three-month periods ended March 31, 2016 and 2015:
(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
Three-month period ended March 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
298,746

 
$
100,007

 
$
49,504

 
$
83,671

 
$
41,646

 
$
24,269

 
$
597,843

Loan charge-offs
(16,823
)
 
(12,126
)
 
(11,486
)
 
(7,710
)
 
(2,760
)
 
(8,787
)
 
(59,692
)
Recoveries of loans previously charged-off
10,309

 
29,602

 
4,716

 
4,029

 
1,113

 
1,371

 
51,140

Provision (reduction in allowance) for loan and lease losses
28,135

 
(15,409
)
 
5,298

 
(1,888
)
 
753

 
7,449

 
24,338

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

 

 

 

 
90

 

 
90

ALLL balance, end of period
$
320,367

 
$
102,074

 
$
48,032

 
$
78,102

 
$
40,842

 
$
24,302

 
$
613,719

AULC balance, beginning of period
$
55,886

 
$
7,562

 
$

 
$
2,068

 
$
18

 
$
6,547

 
$
72,081

Provision for (reduction in allowance) unfunded loan commitments and letters of credit
2,499

 
(75
)
 

 
42

 
2

 
776

 
3,244

AULC balance, end of period
$
58,385

 
$
7,487

 
$

 
$
2,110

 
$
20

 
$
7,323

 
$
75,325

ACL balance, end of period
$
378,752

 
$
109,561

 
$
48,032

 
$
80,212

 
$
40,862

 
$
31,625

 
$
689,044

(dollar amounts in thousands)
Commercial
and Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
Three-month period ended March 31, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLL balance, beginning of period
$
286,995

 
$
102,839

 
$
33,466

 
$
96,413

 
$
47,211

 
$
38,272

 
$
605,196

Loan charge-offs
(24,612
)
 
(2,013
)
 
(8,103
)
 
(8,586
)
 
(4,863
)
 
(6,898
)
 
(55,075
)
Recoveries of loans previously charged-off
13,209

 
6,025

 
3,855

 
3,961

 
2,047

 
1,546

 
30,643

Provision for (reduction in allowance) loan and lease losses
8,981

 
(6,099
)
 
10,200

 
18,492

 
10,985

 
(15,904
)
 
26,655

Allowance for loans sold or transferred to loans held for sale

 

 
(2,293
)
 

 

 

 
(2,293
)
ALLL balance, end of period
$
284,573

 
$
100,752

 
$
37,125

 
$
110,280

 
$
55,380

 
$
17,016

 
$
605,126

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
(6,673
)
 
(510
)
 

 
715

 
1

 
403

 
(6,064
)
AULC balance, end of period
$
42,315

 
$
5,531

 
$

 
$
2,639

 
$
9

 
$
4,248

 
$
54,742

ACL balance, end of period
$
326,888

 
$
106,283

 
$
37,125

 
$
112,919

 
$
55,389

 
$
21,264

 
$
659,868

Any loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency and that asset is the sole source of repayment. Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs.
C&I and CRE loans are either fully or partially charged-off at 90-days past due. Automobile loans and other consumer loans are charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair

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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.
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 March 31, 2016 and December 31, 2015:
 
March 31, 2016
 
Credit Risk Profile by UCS Classification
(dollar amounts in thousands)
Pass
 
OLEM
 
Substandard
 
Doubtful
 
Total
Commercial and industrial:
 
 
 
 
 
 
 
 
 
Owner occupied
$
3,747,191

 
$
85,644

 
$
173,241

 
$
475

 
$
4,006,551

Purchased credit-impaired
3,013

 
670

 
10,917

 

 
14,600

Other commercial and industrial
16,138,472

 
308,603

 
778,423

 
7,043

 
17,232,541

Total commercial and industrial
19,888,676

 
394,917

 
962,581

 
7,518

 
21,253,692

Commercial real estate:
 
 
 
 
 
 
 
 
 
Retail properties
1,555,093

 
8,240

 
10,501

 

 
1,573,834

Multi-family
1,042,495

 
28,005

 
17,218

 
404

 
1,088,122

Office
806,473

 
15,129

 
40,161

 
422

 
862,185

Industrial and warehouse
376,898

 
20,588

 
3,837

 
54

 
401,377

Purchased credit-impaired
7,115

 
447

 
5,132

 

 
12,694

Other commercial real estate
1,308,447

 
3,622

 
30,898

 
631

 
1,343,598

Total commercial real estate
5,096,521

 
76,031

 
107,747

 
1,511

 
5,281,810

 
 
 
 
 
 
 
 
 
 
 
Credit Risk Profile by FICO Score (1)
 
750+
 
650-749
 
<650
 
Other (2)
 
Total

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Automobile
4,894,441

 
3,618,491

 
1,140,522

 
266,467

 
9,919,921

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

 
1,463,054

 
264,024

 
115,873

 
5,189,373

Secured by junior-lien
1,812,484

 
1,018,134

 
309,979

 
92,469

 
3,233,066

Total home equity
5,158,906

 
2,481,188

 
574,003

 
208,342

 
8,422,439

Residential mortgage:
 
 
 
 
 
 
 
 
 
Residential mortgage
3,652,557

 
1,790,319

 
550,229

 
87,387

 
6,080,492

Purchased credit-impaired
278

 
737

 
477

 

 
1,492

Total residential mortgage
3,652,835

 
1,791,056

 
550,706

 
87,387

 
6,081,984

Other consumer:
 
 
 
 
 
 
 
 
 
Other consumer
216,875

 
263,341

 
54,790

 
44,468

 
579,474

Purchased credit-impaired

 
39

 

 

 
39

Total other consumer
$
216,875

 
$
263,380

 
$
54,790

 
$
44,468

 
$
579,513


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

 
$
114,490

 
$
165,301

 
$
1,896

 
$
4,012,800

Purchased credit-impaired
3,051

 
674

 
15,661

 
1,631

 
21,017

Other commercial and industrial
15,523,625

 
284,175

 
714,615

 
3,602

 
16,526,017

Total commercial and industrial
19,257,789

 
399,339

 
895,577

 
7,129

 
20,559,834

Commercial real estate:
 
 
 
 
 
 
 
 
 
Retail properties
1,473,014

 
10,865

 
22,830

 

 
1,506,709

Multi-family
1,029,138

 
28,862

 
19,898

 
320

 
1,078,218

Office
822,824

 
35,350

 
36,011

 
440

 
894,625

Industrial and warehouse
493,402

 
259

 
10,450

 
56

 
504,167

Purchased credit-impaired
7,194

 
397

 
6,167

 

 
13,758

Other commercial real estate
1,240,482

 
4,054

 
25,811

 
827

 
1,271,174

Total commercial real estate
5,066,054

 
79,787

 
121,167

 
1,643

 
5,268,651

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

 
3,454,585

 
1,086,914

 
258,495

 
9,480,678

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

 
1,441,574

 
258,328

 
121,926

 
5,191,485

Secured by junior-lien
1,841,084

 
1,024,851

 
323,998

 
89,064

 
3,278,997

Total home equity
5,210,741

 
2,466,425

 
582,326

 
210,990

 
8,470,482

Residential mortgage
 
 
 
 
 
 
 
 
 
Residential mortgage
3,563,683

 
1,813,002

 
567,688

 
52,573

 
5,996,946

Purchased credit-impaired
381

 
777

 
296

 

 
1,454

Total residential mortgage
3,564,064

 
1,813,779

 
567,984

 
52,573

 
5,998,400

Other consumer
 
 
 
 
 
 
 
 
 
Other consumer
233,969

 
269,694

 
49,650

 
9,689

 
563,002

Purchased credit-impaired

 
52

 

 

 
52

Total other consumer
$
233,969

 
$
269,746

 
$
49,650

 
$
9,689

 
$
563,054



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Table of Contents

(1)
Reflects most recent customer credit scores.
(2)
Reflects deferred fees and costs, loans in process, loans to legal entities, etc.
Impaired Loans
For all classes within the C&I and CRE portfolios, all loans with an obligor balance of $1 million or greater are considered for individual evaluation on a quarterly basis for impairment. Generally, consumer loans within any class are not individually evaluated on a regular basis for impairment. However, certain home equity and residential mortgage loans are measured for impairment based on the underlying collateral value. All TDRs, regardless of the outstanding balance amount, are also considered to be impaired. Loans acquired with evidence of deterioration of credit quality since origination for which it is probable at acquisition that all contractually required payments will not be collected are also considered to be impaired.
Once a loan has been identified for an assessment of impairment, the loan is considered impaired when, based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. This determination requires significant judgment and use of estimates, and the eventual outcome may differ significantly from those estimates.
When a loan in any class has been determined to be impaired, the amount of the impairment is measured using the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, the observable market price of the loan, or the fair value of the collateral, less anticipated selling costs, if the loan is collateral dependent. When the present value of expected future cash flows is used, the effective interest rate is the original contractual interest rate of the loan adjusted for any premium, discount, fees, or costs. A specific reserve is established as a component of the ALLL when a commercial loan has been determined to be impaired. Subsequent to the initial measurement of impairment, if there is a significant change to the impaired loan’s expected future cash flows, or if actual cash flows are significantly different from the cash flows previously estimated, Huntington recalculates the impairment and appropriately adjusts the specific reserve. Similarly, if Huntington measures impairment based on the observable market price of an impaired loan or the fair value of the collateral of an impaired collateral dependent loan, Huntington will adjust the specific reserve.
When a loan within any class is impaired, the accrual of interest income is discontinued unless the receipt of principal and interest is no longer in doubt. Interest income on TDRs is accrued when all principal and interest is expected to be collected under the post-modification terms. Cash receipts received on nonaccruing impaired loans within any class are generally applied entirely against principal until the loan has been collected in full (including already charged-off portion), after which time any additional cash receipts are recognized as interest income. Cash receipts received on accruing impaired loans within any class are applied in the same manner as accruing loans that are not considered impaired.
The following tables present the balance of the ALLL attributable to loans by portfolio segment individually and collectively evaluated for impairment and the related loan and lease balance at March 31, 2016 and December 31, 2015:
(dollar amounts in thousands)
Commercial
and
Industrial
 
Commercial
Real Estate
 
Automobile
 
Home
Equity
 
Residential
Mortgage
 
Other
Consumer
 
Total
ALL at March 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
799

 
$

 
$

 
$

 
$

 
$

 
$
799

Attributable to loans individually evaluated for impairment
24,557

 
7,180

 
1,853

 
13,894

 
16,335

 
340

 
64,159

Attributable to loans collectively evaluated for impairment
295,011

 
94,894

 
46,179

 
64,208

 
24,507

 
23,962

 
548,761

Total ALLL balance
$
320,367

 
$
102,074

 
$
48,032

 
$
78,102

 
$
40,842

 
$
24,302

 
$
613,719

Loan and Lease Ending Balances at March 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Portion of loan and lease ending balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
14,600

 
$
12,694

 
$

 
$

 
$
1,492

 
$
39

 
$
28,825

Individually evaluated for impairment
587,810

 
139,938

 
33,264

 
251,194

 
357,565

 
4,959

 
1,374,730

Collectively evaluated for impairment
20,651,282

 
5,129,178

 
9,886,657

 
8,171,245

 
5,722,927

 
574,515

 
50,135,804

Total loans and leases evaluated for impairment
$
21,253,692


$
5,281,810


$
9,919,921


$
8,422,439


$
6,081,984


$
579,513


$
51,539,359


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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
ALLL at December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
$
2,602

 
$

 
$

 
$

 
$
127

 
$

 
$
2,729

Attributable to loans individually evaluated for impairment
19,314

 
8,114

 
1,779

 
16,242

 
16,811

 
176

 
62,436

Attributable to loans collectively evaluated for impairment
276,830

 
91,893

 
47,725

 
67,429

 
24,708

 
24,093

 
532,678

Total ALLL balance:
$
298,746

 
$
100,007

 
$
49,504

 
$
83,671

 
$
41,646

 
$
24,269

 
$
597,843

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

 
$
13,758

 
$

 
$

 
$
1,454

 
$
52

 
$
36,281

Individually evaluated for impairment
481,033

 
144,977

 
31,304

 
248,839

 
366,995

 
4,640

 
1,277,788

Collectively evaluated for impairment
20,057,784

 
5,109,916

 
9,449,374

 
8,221,643

 
5,629,951

 
558,362

 
49,027,030

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

 
$
5,268,651

 
$
9,480,678

 
$
8,470,482

 
$
5,998,400

 
$
563,054

 
$
50,341,099


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)
 
 
March 31, 2016
 
Three months ended March 31, 2016
(dollar amounts in thousands)
 
Ending
Balance
 
Unpaid
Principal
Balance (5)
 
Related
Allowance
 
Average
Balance
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial:
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
40,757

 
$
47,876

 
$

 
$
50,604

 
$
291

Purchased credit-impaired
 

 

 

 

 

Other commercial and industrial
 
240,790

 
243,042

 

 
210,540

 
942

Total commercial and industrial
 
281,547


290,918




261,144


1,233

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Retail properties
 
31,499

 
32,517

 

 
36,673

 
485

Multi-family
 
20,325

 
20,325

 

 
6,775

 
57

Office
 
16,360

 
30,330

 

 
10,671

 
141

Industrial and warehouse
 

 

 

 
1,143

 
19

Purchased credit-impaired
 
12,694

 
53,108

 

 
13,226

 
867

Other commercial real estate
 
6,479

 
6,645

 

 
3,319

 
47

Total commercial real estate
 
87,357


142,925




71,807


1,616

Residential mortgage:
 
 
 
 
 
 
 
 
 
 
Residential mortgage
 

 

 

 

 

Purchased credit-impaired
 
1,492

 
2,074

 

 
1,473

 
2

Total residential mortgage
 
1,492


2,074




1,473


2

Other consumer
 
 
 
 
 
 
 
 
 
 
Other consumer
 

 

 

 

 

Purchased credit-impaired
 
39

 
96

 

 
45

 
102

Total other consumer
 
$
39


$
96


$


$
45


$
102

 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 

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Table of Contents

Commercial and industrial: (3)
 
 
 
 
 
 
 
 
 
 
Owner occupied
 
$
66,342

 
$
74,899

 
$
4,086

 
$
57,815

 
$
584

Purchased credit-impaired
 
14,600

 
22,636

 
799

 
17,808

 
997

Other commercial and industrial
 
239,921

 
267,857

 
20,471

 
188,461

 
1,505

Total commercial and industrial
 
320,863

 
365,392

 
25,356

 
264,084

 
3,086

Commercial real estate: (4)
 
 
 
 
 
 
 
 
 
 
Retail properties
 
7,128

 
8,038

 
252

 
8,385

 
84

Multi-family
 
16,284

 
18,663

 
1,441

 
28,461

 
297

Office
 
11,798

 
14,949

 
1,496

 
11,727

 
52

Industrial and warehouse
 
3,108

 
3,642

 
259

 
6,411

 
20

Purchased credit-impaired
 

 

 

 

 

Other commercial real estate
 
26,957

 
30,472

 
3,732

 
24,873

 
305

Total commercial real estate
 
65,275

 
75,764

 
7,180

 
79,857

 
758

Automobile
 
33,264

 
33,962

 
1,853

 
32,284

 
578

Home equity:
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
 
55,830

 
59,880

 
4,294

 
54,251

 
500

Secured by junior-lien
 
195,364

 
226,846

 
9,600

 
195,765

 
2,468

Total home equity
 
251,194

 
286,726

 
13,894

 
250,016

 
2,968

Residential mortgage (6):
 
 
 
 
 
 
 
 
 
 
Residential mortgage
 
357,565

 
399,284

 
16,335

 
362,280

 
3,036

Purchased credit-impaired
 

 

 

 

 

Total residential mortgage
 
357,565

 
399,284

 
16,335

 
362,280

 
3,036

Other consumer:
 
 
 
 
 
 
 
 
 
 
Other consumer
 
4,959

 
4,979

 
340

 
4,799

 
66

Purchased credit-impaired
 

 

 

 

 

Total other consumer
 
$
4,959

 
$
4,979

 
$
340

 
$
4,799

 
$
66


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

 
$
65,812

 
$

 
$
12,264

 
$
74

Purchased credit-impaired
 

 

 

 

 

Other commercial and industrial
 
197,969

 
213,739

 

 
41,552

 
338

Total commercial and industrial
 
255,801


279,551




53,816


412

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Retail properties
 
42,009

 
54,021

 

 
57,556

 
496

Multi-family
 

 

 

 

 

Office
 
9,030

 
12,919

 

 
1,680

 
31

Industrial and warehouse
 
1,720

 
1,741

 

 
526

 
7

Purchased credit-impaired
 
13,758

 
55,358

 

 
36,857

 
1,925

Other commercial real estate
 
1,743

 
1,775

 

 
4,354

 
46

Total commercial real estate
 
68,260


125,814




100,973


2,505

Other consumer
 

 

 

 

 

Purchased credit-impaired
 
52

 
101

 

 

 


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Table of Contents

Total other consumer
 
$
52


$
101


$


$


$

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

 
$
62,527

 
$
4,171

 
$
50,705

 
$
440

Purchased credit-impaired
 
21,017

 
30,676

 
2,602

 
22,303

 
1,164

Other commercial and industrial
 
171,140

 
181,000

 
15,143

 
148,098

 
1,036

Total commercial and industrial
 
246,249

 
274,203

 
21,916

 
221,106

 
2,640

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

 
11,121

 
1,190

 
40,572

 
363

Multi-family
 
34,349

 
37,208

 
1,593

 
15,625

 
170

Office
 
14,365

 
17,350

 
1,177

 
50,628

 
563

Industrial and warehouse
 
9,721

 
10,550

 
1,540

 
7,949

 
82

Purchased credit-impaired
 

 

 

 

 

Other commercial real estate
 
22,944

 
28,701

 
2,614

 
29,605

 
354

Total commercial real estate
 
90,475

 
104,930

 
8,114

 
144,379

 
1,532

Automobile
 
31,304

 
31,878

 
1,779

 
30,385

 
561

Home equity:
 
 
 
 
 
 
 
 
 
 
Secured by first-lien
 
52,672

 
57,224

 
4,359

 
146,545

 
1,584

Secured by junior-lien
 
196,167

 
227,733

 
11,883

 
170,386

 
1,985

Total home equity
 
248,839

 
284,957

 
16,242

 
316,931

 
3,569

Residential mortgage (6):
 
 
 
 
 
 
 
 
 
 
Residential mortgage
 
366,995

 
408,925

 
16,811

 
371,643

 
3,122

Purchased credit-impaired
 
1,454

 
2,189

 
127

 
2,040

 
3

Total residential mortgage
 
368,449

 
411,114

 
16,938

 
373,683

 
3,125

Other consumer:
 
 
 
 
 
 
 
 
 
 
Other consumer
 
4,640

 
4,649

 
176

 
4,566

 
62

Purchased credit-impaired
 

 

 

 
51

 
118

Total other consumer
 
$
4,640

 
$
4,649

 
$
176

 
$
4,617

 
$
180

(1)
These tables do not include loans fully charged-off.
(2)
All automobile, home equity, residential mortgage, and other consumer impaired loans included in these tables are considered impaired due to their status as a TDR.
(3)
At March 31, 2016, $92 million of the $321 million commercial and industrial loans with an allowance recorded were considered impaired due to their status as a TDR. At December 31, 2015, $91 million of the $246 million commercial and industrial loans with an allowance recorded were considered impaired due to their status as a TDR.
(4)
At March 31, 2016, $30 million of the $65 million commercial real estate loans with an allowance recorded were considered impaired due to their status as a TDR. At December 31, 2015, $35 million of the $90 million commercial real estate loans with an allowance recorded were considered impaired due to their status as a TDR.
(5)
The differences between the ending balance and unpaid principal balance amounts represent partial charge-offs.
(6)
At March 31, 2016, $29 million of the $358 million residential mortgages loans with an allowance recorded were guaranteed by the U.S. government. At December 31, 2015, $29 million of the $368 million residential mortgage loans with an allowance recorded were guaranteed by the U.S. government.
TDR Loans
TDRs are modified loans where a concession was provided to a borrower experiencing financial difficulties. Loan modifications are considered TDRs when the concessions provided are not available to the borrower through either normal channels or other sources. However, not all loan modifications are TDRs.

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Table of Contents

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.
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 periods ended March 31, 2016 and 2015, was not significant.
Following is a description of TDRs by the different loan types:
Commercial loan TDRs – Commercial accruing TDRs often result from loans receiving a concession with terms that are not considered a market transaction to Huntington. The TDR remains in accruing status as long as the customer is less than 90-days past due on payments per the restructured loan terms and no loss is expected.
Commercial nonaccrual TDRs result from either: (1) an accruing commercial TDR being placed on nonaccrual status, or (2) a workout where an existing commercial NAL is restructured and a concession is given. At times, these workouts restructure the NAL so that two or more new notes are created. The primary note is underwritten based upon our normal underwriting standards and is sized so projected cash flows are sufficient to repay contractual principal and interest. The terms on the secondary note(s) vary by situation, and may include notes that defer principal and interest payments until after the primary note is repaid. Creating two or more notes often allows the borrower to continue a project and allows Huntington to right-size a loan based upon the current expectations for a borrower’s or project’s performance.
Our strategy involving TDR borrowers includes working with these borrowers to allow them time to improve their financial position and remain our customer through refinancing their notes according to market terms and conditions in the future or to refinance elsewhere. A subsequent refinancing or modification of a loan may occur when either the loan matures according to the terms of the TDR-modified agreement or the borrower requests a change to the loan agreements. At that time, the loan is evaluated to determine if it is creditworthy. It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing. The refinanced note is evaluated to determine if it is considered a new loan or a continuation of the prior loan. A new loan is considered for removal of the TDR designation, whereas a continuation of the prior note requires a continuation of the TDR designation. In order for a TDR designation to be removed, the borrower must no longer be experiencing financial difficulties and the terms of the refinanced loan must not represent a concession.
Residential Mortgage loan TDRs – Residential mortgage TDRs represent loan modifications associated with traditional first-lien mortgage loans in which a concession has been provided to the borrower. The primary concessions given to residential mortgage borrowers are amortization or maturity date changes and interest rate reductions. Residential mortgages identified as TDRs involve borrowers unable to refinance their mortgages through the Company’s normal mortgage origination channels or through other independent sources. Some, but not all, of the loans may be delinquent.
Automobile, Home Equity, and Other Consumer loan TDRs – The Company may make similar interest rate, term, and principal concessions as with residential mortgage loan TDRs.

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Table of Contents

TDR Impact on Credit Quality
Huntington’s ALLL is largely determined by updated risk ratings assigned to commercial loans, updated borrower credit scores on consumer loans, and borrower delinquency history in both the commercial and consumer portfolios. These updated risk ratings and credit scores consider the default history of the borrower, including payment redefaults. As such, the provision for credit losses is impacted primarily by changes in borrower payment performance rather than the TDR classification. TDRs can be classified as either accrual or nonaccrual loans. Nonaccrual TDRs are included in NALs whereas accruing TDRs are excluded from NALs as it is probable that all contractual principal and interest due under the restructured terms will be collected.
Our TDRs may include multiple concessions and the disclosure classifications are presented based on the primary concession provided to the borrower. The majority of our concessions for the C&I and CRE portfolios are the extension of the maturity date.
TDR concessions may also result in the reduction of the ALLL within the C&I and CRE portfolios. This reduction is derived from payments and the resulting application of the reserve calculation within the ALLL. The transaction reserve for non-TDR C&I and CRE loans is calculated based upon several estimated probability factors, such as PD and LGD, both of which were previously discussed. Upon the occurrence of a TDR in our C&I and CRE portfolios, the reserve is measured based on discounted expected cash flows or collateral value, less anticipated selling costs, of the modified loan in accordance with ASC 310-10. The resulting TDR ALLL calculation often results in a lower ALLL amount because (1) the discounted expected cash flows or collateral value, less anticipated selling costs, indicate a lower estimated loss, (2) if the modification includes a rate increase, the discounting of the cash flows on the modified loan, using the pre-modification interest rate, exceeds the carrying value of the loan, or (3) payments may occur as part of the modification. The ALLL for C&I and CRE loans may increase as a result of the modification, as the discounted cash flow analysis may indicate additional reserves are required.
TDR concessions on consumer loans may increase the ALLL. The concessions made to these borrowers often include interest rate reductions, and therefore, the TDR ALLL calculation results in a greater ALLL compared with the non-TDR calculation as the reserve is measured based on the estimation of the discounted expected cash flows or collateral value, less anticipated selling costs, on the modified loan in accordance with ASC 310-10. The resulting TDR ALLL calculation often results in a higher ALLL amount because (1) the discounted expected cash flows or collateral value, less anticipated selling costs, indicate a higher estimated loss or, (2) due to the rate decrease, the discounting of the cash flows on the modified loan, using the pre-modification interest rate, indicates a reduction in the present value of expected cash flows or collateral value, less anticipated selling costs. In certain instances, the ALLL may decrease as a result of payments made in connection with the modification.
Commercial loan TDRs – In instances where the bank substantiates that it will collect its outstanding balance in full, the note is considered for return to accrual status upon the borrower showing a sustained period of repayment performance for a six-month period of time. This six-month period could extend before or after the restructure date. If a charge-off was taken as part of the restructuring, any interest or principal payments received on that note are applied to first reduce the bank’s outstanding book balance and then to recoveries of charged-off principal, unpaid interest, and/or fee expenses while the TDR is in nonaccrual status.
Residential Mortgage, Automobile, Home Equity, and Other Consumer loan TDRs – Modified loans identified as TDRs are aggregated into pools for analysis. Cash flows and weighted average interest rates are used to calculate impairment at the pooled-loan level. Once the loans are aggregated into the pool, they continue to be classified as TDRs until contractually repaid or charged-off.

Residential mortgage loans not guaranteed by a U.S. government agency such as the FHA, VA, and the USDA, including TDR loans, are reported as accrual or nonaccrual based upon delinquency status. Nonaccrual TDRs are those that are greater than 150-days contractually past due. Loans guaranteed by U.S. government organizations continue to accrue interest on guaranteed rates upon delinquency.
The following tables present by class and by the reason for the modification, the number of contracts, post-modification outstanding balance, and the financial effects of the modification for the three-month periods ended March 31, 2016 an 2015:
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 

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New Troubled Debt Restructurings During The Three-Month Period Ended (1)
 
March 31, 2016
 
March 31, 2015
(dollar amounts in thousands)
Number of
Contracts
 
Post-modification
Outstanding
Ending Balance
 
Financial effects
of modification (2)
 
Number of
Contracts
 
Post-modification
Outstanding
Ending Balance
 
Financial effects
of modification (2)
C&I—Owner occupied:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
1

 
$
17

 
$
(1
)
 
1

 
$
46

 
$
(1
)
Amortization or maturity date change
52

 
36,509

 
480

 
46

 
10,461

 
(174
)
Other
2

 
223

 
(17
)
 
3

 
613

 
(29
)
Total C&I—Owner occupied
55

 
36,749

 
462

 
50

 
11,120

 
(204
)
C&I—Other commercial and industrial:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
1

 
30

 

Amortization or maturity date change
132

 
86,149

 
92

 
117

 
80,376

 
814

Other
6

 
635

 
13

 
5

 
28,388

 
(430
)
Total C&I—Other commercial and industrial
138

 
86,784

 
105

 
123

 
108,794

 
384

CRE—Retail properties:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 
1

 
1,657

 
(11
)
Amortization or maturity date change
4

 
523

 
(38
)
 
11

 
4,577

 
(199
)
Other

 

 

 

 

 

Total CRE—Retail properties
4

 
523

 
(38
)
 
12

 
6,234

 
(210
)
CRE—Multi family:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
9

 
22,509

 
(105
)
 
19

 
5,045

 
(1
)
Other

 

 

 

 

 

Total CRE—Multi family
9

 
22,509

 
(105
)
 
19

 
5,045

 
(1
)
CRE—Office:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
6

 
8,361

 
431

 
5

 
26,085

 
(31
)
Other
1

 
139

 
(19
)
 

 

 

Total CRE—Office
7

 
8,500

 
412

 
5

 
26,085

 
(31
)
CRE—Industrial and warehouse:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
2

 
372

 
(879
)
 
1

 
226

 

Other

 

 

 

 

 

Total CRE—Industrial and Warehouse
2

 
372

 
(879
)
 
1

 
226

 

CRE—Other commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
3

 
2,030

 
32

 
7

 
3,659

 
10

Other
1

 
124

 
35

 
1

 
152

 


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Total CRE—Other commercial real estate
4

 
2,154

 
67

 
8

 
3,811

 
10

Automobile:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
4

 
42

 
2

 
13

 
19

 
1

Amortization or maturity date change
421

 
3,901

 
220

 
496

 
3,352

 
158

Chapter 7 bankruptcy
317

 
2,562

 
115

 
144

 
1,223

 
100

Other

 

 

 

 

 

Total Automobile
742

 
6,505

 
337

 
653

 
4,594

 
259

Residential mortgage:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
5

 
657

 
(32
)
 
5

 
476

 
(4
)
Amortization or maturity date change
92

 
10,759

 
(577
)
 
123

 
13,858

 
(121
)
Chapter 7 bankruptcy
17

 
1,505

 
70

 
34

 
4,176

 
(124
)
Other

 

 

 
6

 
708

 

Total Residential mortgage
114

 
12,921

 
(539
)
 
168

 
19,218

 
(249
)
First-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
12

 
971

 
33

 
10

 
1,419

 
26

Amortization or maturity date change
25

 
2,050

 
(28
)
 
49

 
3,611

 
(303
)
Chapter 7 bankruptcy
39

 
2,866

 
122

 
26

 
1,585

 
80

Other

 

 

 

 

 

Total First-lien home equity
76

 
5,887

 
127

 
85

 
6,615

 
(197
)
Junior-lien home equity:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction
8

 
413

 
34

 
4

 
251

 
15

Amortization or maturity date change
204

 
9,840

 
(1,254
)
 
347

 
16,507

 
(2,936
)
Chapter 7 bankruptcy
60

 
731

 
611

 
51

 
775

 
887

Other

 

 

 

 

 

Total Junior-lien home equity
272

 
10,984

 
(609
)
 
402

 
17,533

 
(2,034
)
Other consumer:
 
 
 
 
 
 
 
 
 
 
 
Interest rate reduction

 

 

 

 

 

Amortization or maturity date change
4

 
555

 
24

 
4

 
95

 
4

Chapter 7 bankruptcy
7

 
66

 
7

 
2

 
6

 
1

Other

 

 

 

 

 

Total Other consumer
11

 
621

 
31

 
6

 
101

 
5

Total new troubled debt restructurings
1,434

 
$
194,509

 
$
(629
)
 
1,532

 
$
209,376

 
$
(2,268
)
(1)
TDRs may include multiple concessions and the disclosure classifications are based on the primary concession provided to the borrower.
(2)
Amount represents the financial impact via provision for loan and lease losses as a result of the modification.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pledged Loans and Leases
At March 31, 2016, the Bank has access to the Federal Reserve’s discount window and advances from the FHLB – Cincinnati. As of March 31, 2016, these borrowings and advances are secured by $18.0 billion of loans and securities.

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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 March 31, 2016, the debt is secured by $128 million of leases held by the trusts.

5. AVAILABLE-FOR-SALE AND OTHER SECURITIES
Listed below are the contractual maturities (1 year or less, 1-5 years, 6-10 years, and over 10 years) of available-for-sale and other securities at March 31, 2016 and December 31, 2015:
 
March 31, 2016
 
December 31, 2015
(dollar amounts in thousands)
Amortized
Cost
 
Fair Value
 
Amortized
Cost
 
Fair Value
U.S. Treasury, Federal agency, and other agency securities:
 
 
 
 
 
 
 
U.S. Treasury:
 
 
 
 
 
 
 
1 year or less
$
798

 
$
798

 
$

 
$

After 1 year through 5 years
5,463

 
5,509

 
5,457

 
5,472

After 5 years through 10 years

 

 

 

After 10 years

 

 

 

Total U.S. Treasury
6,261

 
6,307

 
5,457

 
5,472

Federal agencies: mortgage-backed securities:
 
 
 
 
 
 
 
1 year or less
51,065

 
50,983

 
51,146

 
51,050

After 1 year through 5 years
104,732

 
106,924

 
111,655

 
113,393

After 5 years through 10 years
241,927

 
247,936

 
254,397

 
257,765

After 10 years
4,371,145

 
4,436,149

 
4,088,120

 
4,099,480

Total Federal agencies: mortgage-backed securities
4,768,869

 
4,841,992

 
4,505,318

 
4,521,688

Other agencies:
 
 
 
 
 
 
 
1 year or less
2,202

 
2,242

 
801

 
805

After 1 year through 5 years
8,146

 
8,549

 
9,101

 
9,395

After 5 years through 10 years
101,107

 
103,705

 
105,174

 
105,713

After 10 years

 

 

 

Total other agencies
111,455

 
114,496

 
115,076

 
115,913

Total U.S. Treasury, Federal agency, and other agency securities
4,886,585

 
4,962,795

 
4,625,851

 
4,643,073

Municipal securities:
 
 
 
 
 
 
 
1 year or less
285,763

 
275,832

 
281,644

 
280,823

After 1 year through 5 years
587,570

 
592,057

 
587,664

 
587,345

After 5 years through 10 years
1,164,206

 
1,171,111

 
1,053,502

 
1,048,550

After 10 years
557,927

 
594,756

 
509,133

 
539,678

Total municipal securities
2,595,466

 
2,633,756

 
2,431,943

 
2,456,396

Asset-backed securities:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years
150,053

 
149,844

 
110,115

 
109,300

After 5 years through 10 years
88,267

 
89,019

 
128,342

 
128,208

After 10 years
641,296

 
598,511

 
662,602

 
623,905

Total asset-backed securities
879,616

 
837,374

 
901,059

 
861,413

Corporate debt:
 
 
 
 
 
 
 
1 year or less
29,307

 
29,919

 
300

 
302

After 1 year through 5 years
346,591

 
353,571

 
356,513

 
360,653

After 5 years through 10 years
152,382

 
153,171

 
107,394

 
105,522


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After 10 years

 

 

 

Total corporate debt
528,280

 
536,661

 
464,207

 
466,477

Other:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years
3,950

 
3,931

 
3,950

 
3,898

After 5 years through 10 years

 

 

 

After 10 years

 

 

 

Non-marketable equity securities
333,460

 
333,460

 
332,786

 
332,786

Mutual funds
10,506

 
10,506

 
10,604

 
10,604

Marketable equity securities
524

 
898

 
523

 
794

Total other
348,440

 
348,795

 
347,863

 
348,082

Total available-for-sale and other securities
$
9,238,387

 
$
9,319,381

 
$
8,770,923

 
$
8,775,441

Non-marketable equity securities at March 31, 2016 and December 31, 2015 include $157 million of stock issued by the FHLB of Cincinnati and $176 million 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 March 31, 2016 and December 31, 2015:
 
 
 
Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
March 31, 2016
 
 
 
 
 
 
 
U.S. Treasury
$
6,261

 
$
46

 
$

 
$
6,307

Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
4,768,869

 
74,186

 
(1,063
)
 
4,841,992

Other agencies
111,455

 
3,041

 

 
114,496

Total U.S. Treasury, Federal agency securities
4,886,585

 
77,273

 
(1,063
)
 
4,962,795

Municipal securities
2,595,466

 
72,956

 
(34,666
)
 
2,633,756

Asset-backed securities
879,616

 
1,724

 
(43,966
)
 
837,374

Corporate debt
528,280

 
8,495

 
(114
)
 
536,661

Other securities
348,440

 
375

 
(20
)
 
348,795

Total available-for-sale and other securities
$
9,238,387

 
$
160,823

 
$
(79,829
)
 
$
9,319,381

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

 
$
15

 
$

 
$
5,472

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

 
30,078

 
(13,708
)
 
4,521,688

Other agencies
115,076

 
888

 
(51
)
 
115,913

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

 
30,981

 
(13,759
)
 
4,643,073

Municipal securities
2,431,943

 
51,558

 
(27,105
)
 
2,456,396

Asset-backed securities
901,059

 
535

 
(40,181
)
 
861,413

Corporate debt
464,207

 
4,824

 
(2,554
)
 
466,477

Other securities
347,863

 
271

 
(52
)
 
348,082

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

 
$
88,169

 
$
(83,651
)
 
$
8,775,441


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At March 31, 2016, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, and security repurchase agreements totaled $2.9 billion. There were no securities of a single issuer, which are not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at March 31, 2016.
The following tables provide detail on investment securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position, at March 31, 2016 and December 31, 2015:
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
266,950

 
$
(709
)
 
$
61,611

 
$
(354
)
 
$
328,561

 
$
(1,063
)
Other agencies

 

 

 

 

 

Total Federal agency securities
266,950

 
(709
)
 
61,611

 
(354
)
 
328,561

 
(1,063
)
Municipal securities
521,994

 
(19,927
)
 
208,458

 
(14,739
)
 
730,452

 
(34,666
)
Asset-backed securities
305,927

 
(5,319
)
 
173,013

 
(38,647
)
 
478,940

 
(43,966
)
Corporate debt
17,333

 
(35
)
 
10,217

 
(79
)
 
27,550

 
(114
)
Other securities


 


 
2,280

 
(20
)
 
2,280

 
(20
)
Total temporarily impaired securities
$
1,112,204

 
$
(25,990
)
 
$
455,579

 
$
(53,839
)
 
$
1,567,783

 
$
(79,829
)
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
1,658,516

 
$
(11,341
)
 
$
84,147

 
$
(2,367
)
 
$
1,742,663

 
$
(13,708
)
Other agencies
37,982

 
(51
)
 

 

 
37,982

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

 
(11,392
)
 
84,147

 
(2,367
)
 
1,780,645

 
(13,759
)
Municipal securities
570,916

 
(15,992
)
 
248,204

 
(11,113
)
 
819,120

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

 
(5,791
)
 
207,639

 
(34,390
)
 
759,914

 
(40,181
)
Corporate debt
167,144

 
(1,673
)
 
21,965

 
(881
)
 
189,109

 
(2,554
)
Other securities
772

 
(28
)
 
1,476

 
(24
)
 
2,248

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

 
$
(34,876
)
 
$
563,431

 
$
(48,775
)
 
$
3,551,036

 
$
(83,651
)
There were no realized securities gains or losses for the three-month periods ended March 31, 2016 and 2015.
 
 
 
 
Security Impairment
Huntington evaluates the available-for-sale securities portfolio on a quarterly basis for impairment. We conduct a comprehensive security-level assessment on all available-for-sale securities. Impairment would exist when the present value of the expected cash flows are not sufficient to recover the entire amortized cost basis at the balance sheet date. Under these circumstances, any impairment would be recognized in earnings. The contractual terms and/or cash flows of the investments do not permit the issuer to settle the securities at a price less than the amortized cost. Huntington does not intend to sell, nor does it believe it will be required to sell these securities until the amortized cost is recovered, which may be maturity.
The highest risk segment in our investment portfolio is the trust preferred CDO securities which are in the asset-backed securities portfolio. This portfolio is in run off, and we have not purchased these types of securities since 2005. The fair values of the CDO assets have been impacted by various market conditions. The unrealized losses are primarily the result of wider liquidity spreads on asset-backed securities and the longer expected average lives of the trust-preferred CDO securities, due to changes in the expectations of when the underlying securities will be repaid.
Collateralized Debt Obligations are backed by a pool of debt securities issued by financial institutions. The collateral generally consists of trust-preferred securities and subordinated debt securities issued by banks, bank holding companies, and insurance companies. Many collateral issuers have the option of deferring interest payments on their debt for up to five years. A

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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 March 31, 2016, 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 that was not included on the list and believe that it is more likely than not that we will be able to hold the ICONS security to recovery under the final Volcker Rule regulations.
 
 
 
 
The following table summarizes the relevant characteristics of our CDO securities portfolio, which are included in asset-backed securities, at March 31, 2016. Each security is part of a pool of issuers and supports a more senior tranche of securities except for the MM Comm III securities which are the most senior class.
Collateralized Debt Obligation Data
March 31, 2016
(dollar amounts in thousands)
Deal Name
Par Value
 
Amortized
Cost
 
Fair
Value
 
Unrealized
Loss (2)
 
Lowest
Credit
Rating
(3)
 
# of Issuers
Currently
Performing/
Remaining (4)
 
Actual
Deferrals
and
Defaults
as a % of
Original
Collateral
 
Expected
Defaults
as a % of
Remaining
Performing
Collateral
 
Excess
Subordination
(5)
Alesco II
$
41,646

 
$
27,794

 
$
23,447

 
$
(4,347
)
 
C
 
30/36
 
15
%
 
6
%
 
5
%
ICONS
19,214

 
19,214

 
15,131

 
(4,083
)
 
BB
 
19/21
 
7

 
14

 
51

MM Comm III
4,684

 
4,475

 
3,545

 
(930
)
 
BB
 
5/8
 
5

 
7

 
33

Pre TSL IX
5,000

 
3,955

 
2,963

 
(992
)
 
C
 
27/38
 
18

 
10

 
7

Pre TSL XI
25,000

 
20,020

 
14,288

 
(5,732
)
 
C
 
43/55
 
16

 
8

 
11

Pre TSL XIII
27,530

 
19,588

 
15,505

 
(4,083
)
 
C
 
46/56
 
10

 
11

 
24

Reg Diversified (1)
25,500

 
5,104

 
1,762

 
(3,342
)
 
D
 
22/38
 
33

 
7

 

Tropic III
31,000

 
31,000

 
17,689

 
(13,311
)
 
CCC+
 
30/40
 
19

 
8

 
39

Total at March 31, 2016
$
179,574

 
$
131,150

 
$
94,330

 
$
(36,820
)
 
 
 
 
 
 
 
 
 
 
Total at December 31, 2015
$
179,574

 
$
131,911

 
$
100,338

 
$
(31,654
)
 
 
 
 
 
 
 
 
 
 

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(1)
Security was determined to have OTTI. As such, the book value is net of recorded credit impairment.
(2)
The majority of securities have been in a continuous loss position for 12 months or longer.
(3)
For purposes of comparability, the lowest credit rating expressed is equivalent to Fitch ratings even where the lowest rating is based on another nationally recognized credit rating agency.
(4)
Includes both banks and/or insurance companies.
(5)
Excess subordination percentage represents the additional defaults in excess of both current and projected defaults that the CDO can absorb before the bond experiences credit impairment. Excess subordinated percentage is calculated by (a) determining what percentage of defaults a deal can experience before the bond has credit impairment, and (b) subtracting from this default breakage percentage both total current and expected future default percentages.
For the three-month periods ended March 31, 2016 and 2015, there were no OTTI losses recognized in the Unaudited Condensed Consolidated Statements of Income for securities evaluated for impairment as described above.
 
 
 
 
 

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

During 2015, Huntington transferred $3.0 billion of federal agencies, mortgage-backed securities and other agency securities from the available-for-sale securities portfolio to the held-to-maturity securities portfolio. At the time of the transfer, $6 million of unrealized net gains were recognized in OCI. The amounts in OCI will be recognized in earnings over the remaining life of the securities as an offset to the adjustment of yield in a manner consistent with the amortization of the premium on the same transferred securities, resulting in an immaterial impact on net income.
Listed below are the contractual maturities (1 year or less, 1-5 years, 6-10 years, and over 10 years) of held-to-maturity securities at March 31, 2016 and December 31, 2015:
 
March 31, 2016
 
December 31, 2015
(dollar amounts in thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Federal agencies: mortgage-backed securities:
 
 
 
 
 
 
 
1 year or less
$

 
$

 
$

 
$

After 1 year through 5 years

 

 

 

After 5 years through 10 years
45,210

 
45,848

 
25,909

 
25,227

After 10 years
5,290,743

 
5,375,859

 
5,506,592

 
5,484,407

Total Federal agencies: mortgage-backed securities
5,335,953

 
5,421,707

 
5,532,501

 
5,509,634

Other agencies:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years

 

 

 

After 5 years through 10 years
274,849

 
279,716

 
283,960

 
284,907

After 10 years
328,593

 
334,055

 
336,092

 
334,004

Total other agencies
603,442

 
613,771

 
620,052

 
618,911

Total U.S. Government backed agencies
5,939,395

 
6,035,478

 
6,152,553

 
6,128,545

Municipal securities:
 
 
 
 
 
 
 
1 year or less

 

 

 

After 1 year through 5 years

 

 

 

After 5 years through 10 years

 

 

 

After 10 years
6,749

 
6,765

 
7,037

 
6,913

Total municipal securities
6,749

 
6,765

 
7,037

 
6,913

Total held-to-maturity securities
$
5,946,144

 
$
6,042,243

 
$
6,159,590

 
$
6,135,458

The following table provides amortized cost, gross unrealized gains and losses, and fair value by investment category at March 31, 2016 and December 31, 2015:

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Unrealized
 
 
(dollar amounts in thousands)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
March 31, 2016
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
Mortgage-backed securities
$
5,335,953

 
$
89,932

 
$
(4,178
)
 
$
5,421,707

Other agencies
603,442

 
10,329

 

 
613,771

Total U.S. Government backed agencies
5,939,395

 
100,261

 
(4,178
)
 
6,035,478

Municipal securities
6,749

 
16

 

 
6,765

Total held-to-maturity securities
$
5,946,144

 
$
100,277

 
$
(4,178
)
 
$
6,042,243

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

 
$
14,637

 
$
(37,504
)
 
$
5,509,634

Other agencies
620,052

 
1,645

 
(2,786
)
 
618,911

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

 
16,282

 
(40,290
)
 
6,128,545

Municipal securities
7,037

 

 
(124
)
 
6,913

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

 
$
16,282

 
$
(40,414
)
 
$
6,135,458

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 March 31, 2016 and December 31, 2015:
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
231,302

 
$
(1,252
)
 
$
273,252

 
$
(2,926
)
 
$
504,554

 
$
(4,178
)
Other agencies

 

 

 

 

 

Total U.S. Government backed securities
231,302

 
(1,252
)
 
273,252

 
(2,926
)
 
504,554

 
(4,178
)
Municipal securities

 

 

 

 

 

Total temporarily impaired securities
$
231,302

 
$
(1,252
)
 
$
273,252

 
$
(2,926
)
 
$
504,554

 
$
(4,178
)
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in thousands )
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
3,692,890

 
$
(25,418
)
 
$
519,872

 
$
(12,086
)
 
$
4,212,762

 
$
(37,504
)
Other agencies
425,410

 
(2,689
)
 
6,647

 
(97
)
 
432,057

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

 
(28,107
)
 
526,519

 
(12,183
)
 
4,644,819

 
(40,290
)
Municipal securities

 

 
6,913

 
(124
)
 
6,913

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

 
$
(28,107
)
 
$
533,432

 
$
(12,307
)
 
$
4,651,732

 
$
(40,414
)
Security Impairment

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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 March 31, 2016, Management has evaluated held-to-maturity securities with unrealized losses for impairment and concluded no OTTI is required.
7. LOAN SALES AND SECURITIZATIONS
Residential Mortgage Loans
The following table summarizes activity relating to residential mortgage loans sold with servicing retained for the three-month periods ended March 31, 2016 and 2015:
 

 
Three months ended
March 31,
(dollar amounts in thousands)
 
 
2016
 
2015
Residential mortgage loans sold with servicing retained
 
 
$
632,466

 
$
630,683

Pretax gains resulting from above loan sales (1)
 
 
14,113

 
14,862

(1)
Recorded in mortgage banking income.
A MSR is established only when the servicing is contractually separated from the underlying mortgage loans by sale or securitization of the loans with servicing rights retained. At initial recognition, the MSR asset is established at its fair value using assumptions consistent with assumptions used to estimate the fair value of existing MSRs. At the time of initial capitalization, MSRs may be recorded using either the fair value method or the amortization method. The election of the fair value method or amortization method is made at the time each servicing class is established. Subsequently, servicing rights are accounted for based on the methodology chosen for each respective servicing class. Any increase or decrease in the fair value of MSRs carried under the fair value method, as well as amortization or impairment of MSRs recorded using the amortization 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 periods ended March 31, 2016 and 2015:
Fair Value Method:
 
 
Three months ended
March 31,
(dollar amounts in thousands)
 
 
2016
 
2015
Fair value, beginning of period
 
 
$
17,585

 
$
22,786

Change in fair value during the period due to:
 
 
 
 
 
Time decay (1)
 
 
(273
)
 
(339
)
Payoffs (2)
 
 
(504
)
 
(818
)
Changes in valuation inputs or assumptions (3)
 
 
(1,989
)
 
(1,174
)
Fair value, end of period:
 
 
$
14,819

 
$
20,455

Weighted-average life (years)
 
 
5.2

 
4.7

(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.

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Amortization Method:
 
 
Three months ended
March 31,
(dollar amounts in thousands)
 
 
2016
 
2015
Carrying value, beginning of period
 
 
$
143,133

 
$
132,813

New servicing assets created
 
 
6,109

 
6,454

Servicing assets acquired
 
 

 

Impairment (charge) / recovery
 
 
(16,340
)
 
(7,990
)
Amortization and other
 
 
(5,627
)
 
(5,823
)
Carrying value, end of period
 
 
$
127,275

 
$
125,454

Fair value, end of period
 
 
$
127,516

 
$
125,691

Weighted-average life (years)
 
 
6.5

 
5.7

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 March 31, 2016 and December 31, 2015, to changes in these assumptions follows:
 
March 31, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
12.30
%
 
$
(628
)
 
$
(1,212
)
 
14.70
%
 
$
(864
)
 
$
(1,653
)
Spread over forward interest rate swap rates
549 bps

 
(483
)
 
(935
)
 
539 bps

 
(559
)
 
(1,083
)
For MSRs under the amortization method, a summary of key assumptions and the sensitivity of the MSR value at March 31, 2016 and December 31, 2015, to changes in these assumptions follows:
 
March 31, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
9.60
%
 
$
(4,207
)
 
$
(8,140
)
 
11.10
%
 
$
(5,543
)
 
$
(10,648
)
Spread over forward interest rate swap rates
1,206 bps

 
(3,800
)
 
(7,370
)
 
875 bps

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

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Changes in the carrying value of automobile loan servicing rights for the three-month periods ended March 31, 2016 and 2015, and the fair value at the end of each period were as follows:
 
 
 
Three months ended
March 31,
(dollar amounts in thousands)
 
 
2016
 
2015
Carrying value, beginning of period
 
 
$
8,771

 
$
6,898

New servicing assets created
 
 

 

Amortization and other
 
 
(1,742
)
 
(1,835
)
Carrying value, end of period
 
 
$
7,029

 
$
5,063

Fair value, end of period
 
 
$
7,250

 
$
5,155

Weighted-average life (years)
 
 
3.3

 
2.4

A summary of key assumptions and the sensitivity of the automobile loan servicing rights value to changes in these assumptions at March 31, 2016 and December 31, 2015 follows:
 
March 31, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
18.56
%
 
$
(450
)
 
$
(730
)
 
18.36
%
 
$
(500
)
 
$
(895
)
Spread over forward interest rate swap rates
500 bps

 
(6
)
 
(12
)
 
500 bps

 
(10
)
 
(19
)
Servicing income amounted to $3 million and $3 million for the three-month periods ending March 31, 2016, and 2015, respectively. The unpaid principal balance of automobile loans serviced for third parties was $0.6 billion and $0.9 billion at March 31, 2016 and December 31, 2015, respectively.
Small Business Association (SBA) Portfolio
The following table summarizes activity relating to SBA loans sold with servicing retained for the three-month periods ended March 31, 2016 and 2015:
 
 
 
Three months ended
March 31,
(dollar amounts in thousands)
 
 
2016
 
2015
SBA loans sold with servicing retained
 
 
$
45,889

 
$
42,401

Pretax gains resulting from above loan sales (1)
 
 
3,521

 
3,574

(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 periods ended March 31, 2016 and 2015, and the fair value at the end of each period were as follows:
 
 
 
Three months ended
March 31,
(dollar amounts in thousands)
 
 
2016
 
2015
Carrying value, beginning of period
 
 
$
19,747

 
$
18,536

New servicing assets created
 
 
1,511

 
1,457

Amortization and other
 
 
(1,733
)
 
(2,046
)
Carrying value, end of period
 
 
$
19,525

 
$
17,947

Fair value, end of period
 
 
$
23,048

 
$
19,436

Weighted-average life (years)
 
 
3.3

 
3.3


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A summary of key assumptions and the sensitivity of the SBA loan servicing rights value to changes in these assumptions at March 31, 2016 and December 31, 2015 follows:
 
March 31, 2016
 
December 31, 2015
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in thousands)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
7.50
%
 
$
(319
)
 
$
(632
)
 
7.60
%
 
$
(313
)
 
$
(622
)
Discount rate
15.00

 
(618
)
 
(1,210
)
 
15.00

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

9. OTHER COMPREHENSIVE INCOME
The components of other comprehensive income for the three-month periods ended March 31, 2016 and 2015, were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
March 31, 2016
 
Tax (expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
(3,634
)
 
$
1,285

 
$
(2,349
)
Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
80,468

 
(28,685
)
 
51,783

Less: Reclassification adjustment for net losses (gains) included in net income
(464
)
 
164

 
(300
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
76,370

 
(27,236
)
 
49,134

Net change in unrealized holding gains (losses) on available-for-sale equity securities
104

 
(36
)
 
68

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
14,229

 
(4,980
)
 
9,249

Less: Reclassification adjustment for net (gains) losses included in net income
(644
)
 
224

 
(420
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
13,585

 
(4,756
)
 
8,829

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

 
(452
)
 
841

Total other comprehensive income (loss)
$
91,352

 
$
(32,480
)
 
$
58,872


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Three months ended
March 31, 2015
 
Tax (expense)
(dollar amounts in thousands)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
5,245

 
$
(1,855
)
 
$
3,390

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
60,503

 
(21,477
)
 
39,026

Less: Reclassification adjustment for net losses (gains) included in net income
(121
)
 
42

 
(79
)
Net change in unrealized holding gains (losses) on available-for-sale debt securities
65,627

 
(23,290
)
 
42,337

Net change in unrealized holding gains (losses) on available-for-sale equity securities
9

 
(3
)
 
6

Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
28,144

 
(9,850
)
 
18,294

Less: Reclassification adjustment for net (gains) losses included in net income
(123
)
 
43

 
(80
)
Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
28,021

 
(9,807
)
 
18,214

Net change in pension and other post-retirement obligations
1,389

 
(486
)
 
903

Total other comprehensive income (loss)
$
95,046

 
$
(33,586
)
 
$
61,460

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

 
$
484

 
$
(12,233
)
 
$
(225,680
)
 
$
(222,292
)
Other comprehensive income before reclassifications
42,416

 
6

 
18,294

 

 
60,716

Amounts reclassified from accumulated OCI to earnings
(79
)
 

 
(80
)
 
903

 
744

Period change
42,337

 
6

 
18,214

 
903

 
61,460

March 31, 2015
$
57,474

 
$
490

 
$
5,981

 
$
(224,777
)
 
$
(160,832
)
December 31, 2015
$
8,361

 
$
176

 
$
(3,948
)
 
$
(230,747
)
 
$
(226,158
)
Other comprehensive income before reclassifications
49,434

 
68

 
9,249

 

 
58,751

Amounts reclassified from accumulated OCI to earnings
(300
)
 

 
(420
)
 
841

 
121

Period change
49,134

 
68

 
8,829

 
841

 
58,872

March 31, 2016
$
57,495

 
$
244

 
$
4,881

 
$
(229,906
)
 
$
(167,286
)
(1)
Amount at March 31, 2016 and December 31, 2015 include $8 million and $9 million, respectively, of net unrealized gains on securities transferred from the available-for-sale securities portfolio to the held-to-maturity securities portfolio. The net unrealized gains will be recognized in earnings over the remaining life of the security using the effective interest method.
The following table presents the reclassification adjustments out of accumulated OCI included in net income and the impacted line items as listed on the Unaudited Condensed Consolidated Statements of Income for the three month periods ended March 31, 2016 and 2015:
 
 
 
 
 
 

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Table of Contents

 
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)
March 31, 2016
 
March 31, 2015
 
 
Gains (losses) on debt securities:
 
 
 
 
 
Amortization of unrealized gains (losses)
$
464

 
$
121

 
Interest income - held-to-maturity securities - taxable
Total before tax
464

 
121

 
 
Tax (expense) benefit
(164
)
 
(42
)
 
 
Net of tax
$
300

 
$
79

 
 
Gains (losses) on cash flow hedging relationships:
 
 
 
 
 
Interest rate contracts
$
645

 
$
133

 
Interest income - loans and leases
Interest rate contracts
(1
)
 
(10
)
 
Noninterest income - other income
Total before tax
644

 
123

 
 
Tax (expense) benefit
(224
)
 
(43
)
 
 
Net of tax
$
420

 
$
80

 
 
Amortization of defined benefit pension and post-retirement items:
 
 
 
 
 
Actuarial gains (losses)
$
(1,785
)
 
$
(1,881
)
 
Noninterest expense - personnel costs
Prior service credit
492

 
492

 
Noninterest expense - personnel costs
Total before tax
(1,293
)
 
(1,389
)
 
 
Tax (expense) benefit
452

 
486

 
 
Net of tax
$
(841
)
 
$
(903
)
 
 
10. SHAREHOLDERS’ EQUITY
Preferred D Stock issued and outstanding
During the 2016 first quarter, Huntington issued $400 million of preferred stock. As part of this transaction, Huntington issued 16,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 6.250% Series D Non-Cumulative Perpetual Preferred Stock (Preferred D Stock), par value $0.01 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Each holder of a depositary share, will be entitled to all proportional rights and preferences of the Preferred D Stock (including dividend, voting, redemption and liquidation rights). Costs of $14 million related to the issuance of the Preferred D Stock are reported as a direct deduction from the face amount of the stock.
Dividends on the Preferred D Stock will be non-cumulative and payable quarterly in arrears, when, as and if authorized by our board of directors or a duly authorized committee of our board and declared by us, at an annual rate of 6.25% per year on the liquidation preference of $1,000 per share, equivalent to $25 per depositary share. The dividend payment dates will be the fifteenth day of each January, April, July and October, commencing on July 15, 2016, or the next business day if any such day is not a business day.
The Preferred D Stock is perpetual and has no maturity date. Huntington may redeem the Preferred D Stock at our option, (i) in whole or in part, from time to time, on any dividend payment date on or after April 15, 2021 or (ii) in whole but not in part, within 90 days following a regulatory capital treatment event, in each case, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends and, in the case of a redemption following a regulatory capital treatment event, the pro rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs. If Huntington redeems the Preferred D Stock, the depositary will redeem a proportional number of depositary shares. Neither the holders of Preferred D Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Preferred D Stock or the depositary shares. Any redemption of the Preferred D Stock is subject to Huntington's receipt of any required prior approval by the Board of Governors of the Federal Reserve System.

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2015 Share Repurchase Program
On March 11, 2015, Huntington announced that the Federal Reserve did not object to the proposed capital actions included in Huntington’s capital plan submitted to the Federal Reserve in January 2015. These actions included a potential repurchase of up to $366 million of common stock from the second quarter of 2015 through the second quarter of 2016. Purchases of common stock may include open market purchases, privately negotiated transactions, and accelerated repurchase programs. Huntington’s board of directors authorized a share repurchase program consistent with Huntington’s capital plan. This program replaced the previously authorized share repurchase program authorized by Huntington’s board of directors in 2014.
On January 26, 2016, Huntington announced the signing of a definitive merger agreement under which Ohio-based FirstMerit Corporation, the parent company of FirstMerit Bank, will merge into Huntington in a stock and cash transaction. The transaction is expected to be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Huntington and FirstMerit Corporation. As a result, Huntington no longer has the intent and did not repurchase any shares under the current authorization during the 2016 first quarter.
2014 Share Repurchase Program
During the three months ended March 31, 2015, Huntington repurchased a total of 4.9 million shares of common stock at a weighted average share price of $10.45, which completed our previous authorization.

11. EARNINGS PER SHARE
Basic earnings per share is the amount of earnings (adjusted for dividends declared on preferred stock) available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units and awards, distributions from deferred compensation plans, and the conversion of the Company’s convertible preferred. Potentially dilutive common shares are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive. For diluted earnings per share, net income available to common shares can be affected by the conversion of the Company’s convertible preferred stock. Where the effect of this conversion would be dilutive, net income available to common shareholders is adjusted by the associated preferred dividends and deemed dividend. The calculation of basic and diluted earnings per share for three-month periods ended March 31, 2016 and 2015, was as follows:
 
Three months ended
March 31,
(dollar amounts in thousands, except per share amounts)
2016
 
2015
Basic earnings per common share:
 
 
 
Net income
$
171,314

 
$
165,854

Preferred stock dividends
(7,998
)
 
(7,965
)
Net income available to common shareholders
$
163,316

 
$
157,889

Average common shares issued and outstanding
795,755

 
809,778

Basic earnings per common share
$
0.21

 
$
0.19

Diluted earnings per common share:
 
 
 
Net income available to common shareholders
$
163,316

 
$
157,889

Effect of assumed preferred stock conversion

 

Net income applicable to diluted earnings per share
$
163,316

 
$
157,889

Average common shares issued and outstanding
795,755

 
809,778

Dilutive potential common shares:
 
 
 
Stock options and restricted stock units and awards
10,385

 
12,126

Shares held in deferred compensation plans
2,075

 
1,706

Other
134

 
199

Dilutive potential common shares:
12,594

 
14,031

Total diluted average common shares issued and outstanding
808,349

 
823,809

Diluted earnings per common share
$
0.20

 
$
0.19


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For the three-month periods ended March 31, 2016 and 2015, approximately 3.5 million and 1.6 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.
12. BENEFIT PLANS
Huntington sponsors the Plan, a non-contributory defined benefit pension plan covering substantially all employees hired or rehired prior to January 1, 2010. The Plan, which was modified in 2013 and no longer accrues service benefits to participants, provides benefits based upon length of service and compensation levels. The funding policy of Huntington is to contribute an annual amount that is at least equal to the minimum funding requirements but not more than the amount deductible under the Internal Revenue Code. There is no required minimum contribution for 2016. During the 2013 third quarter, the board of directors approved, and management communicated, a curtailment of the Company’s pension plan effective December 31, 2013.
In addition, Huntington has an unfunded defined benefit post-retirement plan that provides certain healthcare and life insurance benefits to retired employees who have attained the age of 55 and have at least 10 years of vesting service under this plan. For additional information on benefit plans, see the Benefit Plan footnote in our 2015 Form 10-K.
On January 1, 2015, Huntington terminated the Company sponsored retiree health care plan for Medicare eligible retirees and their dependents. Instead, Huntington partnered with a third party to assist the retirees and their dependents in selecting individual policies from a variety of carriers on a private exchange. This plan amendment resulted in a measurement of the liability at the approval date. The result of the measurement was a $5 million reduction of the liability and increase in accumulated other comprehensive income during the 2014 third quarter. It also resulted in a reduction of expense over the estimated life of plan participants.
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 March 31,
 
Three months ended March 31,
(dollar amounts in thousands)
2016
 
2015
 
2016
 
2015
Service cost (1)
$
1,025

 
$
457

 
$

 
$

Interest cost
6,748

 
7,985

 
55

 
141

Expected return on plan assets
(10,223
)
 
(11,043
)
 

 

Amortization of prior service credit

 

 
(492
)
 
(492
)
Amortization of gain (loss)
1,864

 
1,982

 
(72
)
 
(116
)
Settlements
3,400

 
2,550

 

 

Benefit expense
$
2,814

 
$
1,931

 
$
(509
)
 
$
(467
)
(1)
Since no participants will be earning benefits after December 31, 2013, the 2015 and 2016 service cost represents only administrative expenses.
The Bank, as trustee, held all Plan assets at March 31, 2016 and December 31, 2015. The Plan assets consisted of the following investments:

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Fair Value
(dollar amounts in thousands)
March 31, 2016
 
December 31, 2015
Cash equivalents:
 
 
 
 
 
 
 
Federated-money market
$
7,878

 
2
%
 
$
15,590

 
3
%
Fixed income:
 
 
 
 
 
 
 
Corporate obligations
212,386

 
35

 
205,081

 
34

U.S. government obligations
62,909

 
10

 
64,456

 
11

Mutual funds-fixed income
30,773

 
5

 
32,874

 
6

U.S. government agencies
7,454

 
1

 
6,979

 
1

Equities:
 
 
 
 
 
 
 
Mutual funds-equities
134,081

 
22

 
136,026

 
23

Common stock
135,222

 
23

 
120,046

 
20

Exchange traded funds
6,554

 
1

 
6,530

 
1

Limited partnerships
7,329

 
1

 
6,635

 
1

Fair value of plan assets
$
604,586

 
100
%
 
$
594,217

 
100
%
Investments of the Plan are accounted for at cost on the trade date and are reported at fair value. The valuation methodologies used to measure the fair value of pension plan assets vary depending on the type of asset. At March 31, 2016, equities and money market funds are classified as Level 1; mutual funds-fixed income, corporate obligations, U.S. government obligations, and U.S. government agencies are classified as Level 2; and limited partnerships are classified as Level 3.
In general, investments of the Plan are exposed to various risks such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investments, it is reasonably possible changes in the values of investments will occur in the near term and such changes could materially affect the amounts reported in the Plan assets.
The investment objective of the Plan is to maximize the return on Plan assets over a long-time period, while meeting the Plan obligations. At March 31, 2016, Plan assets were invested 47% in equity investments, 51% in bonds, and 2% in cash with an average duration of 12.5 years on bond investments. The estimated life of benefit obligations was 11.9 years. Although it may fluctuate with market conditions, Management has targeted a long-term allocation of Plan assets of 20% to 50% in equity investments and 80% to 50% in bond investments. The allocation of Plan assets between equity investments and fixed income investments will change from time to time with the allocation to fixed income investments increasing as the funding level increases.
Huntington also sponsors other nonqualified retirement plans, the most significant being the SERP and the SRIP. The SERP provides certain former officers and directors, and the SRIP provides certain current and former officers and directors of Huntington and its subsidiaries with defined pension benefits in excess of limits imposed by federal tax law. During the 2013 third quarter, the board of directors approved, and management communicated, a curtailment of the Company’s SRIP plan effective December 31, 2013.
Huntington has a defined contribution plan that is available to eligible employees. Huntington matches participant contributions, up to the first 4% of base pay contributed to the Plan. For 2015, a discretionary profit-sharing contribution equal to 1% of eligible participants’ 2015 base pay was awarded during the 2016 first quarter.
The following table shows the costs of providing the SERP, SRIP, and defined contribution plans:
 
Three months ended March 31,
(dollar amounts in thousands)
2016
 
2015
SERP & SRIP
$
714

 
$
578

Defined contribution plan
7,920

 
7,445

Benefit cost
$
8,634

 
$
8,023


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

 
$
364,967

 
$

 
$

 
$
364,967

Loans held for investment

 
38,113

 

 

 
38,113

Trading account securities:
 
 
 
 
 
 
 
 
 
Municipal securities

 
9,752

 

 

 
9,752

Other securities
35,539

 
633

 

 

 
36,172

 
35,539

 
10,385

 

 

 
45,924

Available-for-sale and other securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
6,307

 

 

 

 
6,307

Federal agencies: Mortgage-backed

 
4,841,992

 

 

 
4,841,992

Federal agencies: Other agencies

 
114,496

 

 

 
114,496

Municipal securities

 
352,013

 
2,281,743

 

 
2,633,756

Asset-backed securities

 
743,045

 
94,329

 

 
837,374

Corporate debt

 
536,661

 

 

 
536,661

Other securities
11,404

 
3,931

 

 

 
15,335

 
17,711

 
6,592,138

 
2,376,072

 

 
8,985,921

Automobile loans

 

 
1,216

 

 
1,216

MSRs

 

 
14,819

 

 
14,819

Derivative assets

 
566,637

 
11,082

 
(219,347
)
 
358,372

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
338,164

 
735

 
(201,418
)
 
137,481

Short-term borrowings

 
624

 

 

 
624


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

 
$
337,577

 
$

 
$

 
$
337,577

Loans held for investment

 
32,889

 

 

 
32,889

Trading account securities:
 
 
 
 
 
 
 
 
 
Municipal securities

 
4,159

 

 

 
4,159

Other securities
32,475

 
363

 

 

 
32,838

 
32,475

 
4,522

 

 

 
36,997

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

 

 

 

 
5,472

Federal agencies: Mortgage-backed

 
4,521,688

 

 

 
4,521,688

Federal agencies: Other agencies

 
115,913

 

 

 
115,913

Municipal securities

 
360,845

 
2,095,551

 

 
2,456,396

Asset-backed securities

 
761,076

 
100,337

 

 
861,413

Corporate debt

 
466,477

 

 

 
466,477

Other securities
11,397

 
3,899

 

 

 
15,296

 
16,869

 
6,229,898

 
2,195,888

 

 
8,442,655

Automobile loans

 

 
1,748

 

 
1,748

MSRs

 

 
17,585

 

 
17,585

Derivative assets

 
429,448

 
6,721

 
(161,297
)
 
274,872

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
287,994

 
665

 
(144,309
)
 
144,350

Short-term borrowings

 
1,770

 

 

 
1,770

(1)
Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.
The tables below present a rollforward of the balance sheet amounts for the three-month periods ended March 31, 2016 and 2015, for financial instruments measured on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 measurements may also include observable components of value that can be validated externally. Accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Level 3 Fair Value Measurements
Three months ended March 31, 2016
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
17,585

 
$
6,056

 
$
2,095,551

 
$
100,337

 
$
1,748

Transfers into Level 3

 

 

 

 

Transfers out of Level 3 (1)

 
(915
)
 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
Included in earnings
(2,766
)
 
5,206

 

 

 

Included in OCI

 

 
11,840

 
(5,168
)
 

Purchases/originations

 

 
237,450

 

 

Sales

 

 

 

 

Repayments

 

 

 

 
(532
)
Issues

 

 

 

 

Settlements

 

 
(63,098
)
 
(840
)
 

Closing balance
$
14,819

 
$
10,347

 
$
2,281,743

 
$
94,329

 
$
1,216

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
$
(2,766
)
 
$
5,306

 
$

 
$

 
$

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

 
Level 3 Fair Value Measurements
Three months ended March 31, 2015
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label
CMO
 
Asset-
backed
securities
 
Automobile
loans
Opening balance
$
22,786

 
$
3,360

 
$
1,417,593

 
$
30,464

 
$
82,738

 
$
10,590

Transfers into Level 3

 

 

 

 

 

Transfers out of Level 3

 

 

 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
(2,331
)
 
5,001

 

 
16

 

 
(213
)
Included in OCI

 

 
(3,992
)
 
18

 
7,511

 

Purchases/originations

 

 
242,997

 

 

 

Sales

 

 

 

 

 

Repayments

 

 

 

 

 
(3,882
)
Issues

 

 

 

 

 

Settlements

 
(536
)
 
(20,790
)
 
(426
)
 
(1,094
)
 

Closing balance
$
20,455

 
$
7,825

 
$
1,635,808

 
$
30,072

 
$
89,155

 
$
6,495

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
$
(2,331
)
 
$
4,465

 
$
(3,992
)
 
$
18

 
$
7,511

 
$
(213
)
The tables below summarize the classification of gains and losses due to changes in fair value, recorded in earnings for Level 3 assets and liabilities for the three-month periods ended March 31, 2016 and 2015:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Level 3 Fair Value Measurements
Three months ended March 31, 2016
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in thousands)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Private-
label CMO
 
Asset-
backed
securities
 
Automobile
loans
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
 
 
Mortgage banking income
$
(2,766
)
 
$
5,206

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 

 

Interest and fee income

 

 

 

 

 

Noninterest income

 

 

 

 

 

Total
$
(2,766
)
 
$
5,206

 
$

 
$

 
$

 
$

 
Level 3 Fair Value Measurements
Three months ended March 31, 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
$
(2,331
)
 
$
5,001

 
$

 
$

 
$

 
$

Securities gains (losses)

 

 

 

 

 

Interest and fee income

 

 

 
16

 

 
(213
)
Noninterest income

 

 

 

 

 

Total
$
(2,331
)
 
$
5,001

 
$

 
$
16

 
$

 
$
(213
)
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:
 
March 31, 2016
 
December 31, 2015
(dollar amounts in thousands)
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
 
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
Assets
 
 
 
 
 
 
 
 
 
 
 
Loans held for sale
$
364,967

 
$
348,302

 
$
16,665

 
$
337,577

 
$
326,802

 
$
10,775

Loans held for investment
38,113

 
38,811

 
(698
)
 
32,889

 
33,637

 
(748
)
Automobile loans
1,216

 
1,216

 

 
1,748

 
1,748

 

The following tables present the net gains (losses) from fair value changes, including net gains (losses) associated with instrument specific credit risk for the three-month periods ended March 31, 2016 and 2015:
 
Net gains (losses) from
fair value changes
 
Three months ended
March 31,
(dollar amounts in thousands)
2016
 
2015
Assets
 
 
 
Loans held for sale
$
4,649

 
$
1,001

Automobile loans

 
(213
)

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Gains (losses) included
in fair value changes associated
with instrument specific credit risk
 
Three months ended
March 31,
(dollar amounts in thousands)
2016
 
2015
Assets
 
 
 
Automobile loans
$
90

 
$
66

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:
 
 
 
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
March 31, 2016
MSRs
$
125,957

 
$

 
$

 
$
125,957

 
$
(16,340
)
Impaired loans
68,726

 

 

 
68,726

 
1,417

Other real estate owned
26,132

 

 

 
26,132

 
(505
)
MSRs accounted for under the amortization method are subject to nonrecurring fair value measurement when the fair value is lower than the carrying amount.
Periodically, Huntington records nonrecurring adjustments of collateral-dependent loans measured for impairment when establishing the ACL. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Appraisals are generally obtained to support the fair value of the collateral and incorporate measures such as recent sales prices for comparable properties and cost of construction. In cases where the carrying value exceeds the fair value of the collateral less cost to sell, an impairment charge is recognized.
Other real estate owned properties are included in accrued income and other assets and valued based on appraisals and third party price opinions, less estimated selling costs.
The appraisals supporting the fair value of the collateral to recognize loan impairment or unrealized loss on other real estate owned properties may not have been obtained as of March 31, 2016.
Significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis
The table below presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2016 and December 31, 2015:

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Quantitative Information about Level 3 Fair Value Measurements at March 31, 2016
(dollar amounts in thousands)
Fair Value
 
Valuation Technique
 
Significant Unobservable Input
 
Range (Weighted Average)
MSRs
$
14,819

 
Discounted cash flow
 
Constant prepayment rate
 
7.0% - 26.5% (12.3%)

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

Derivative assets
11,082

 
Consensus Pricing
 
Net market price
 
-2.5% - 22.1% (2.3%)

Derivative liabilities
735

 
 
 
Estimated Pull through %
 
7.9% - 99.8% (79.4%)

Municipal securities
2,281,743

 
Discounted cash flow
 
Discount rate
 
0.6% - 7.8% (3.5%)

 
 
 
 
 
Cumulative default
 
0.1% - 56.0% (2.9%)

 
 
 
 
 
Loss given default
 
5.0% - 80.0% (21.8%)

Asset-backed securities
94,329

 
Discounted cash flow
 
Discount rate
 
4.9% - 11.4% (6.5%)

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

 
 
 
 
 
Cumulative default
 
1.5% - 100% (11.1%)

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

 
 
 
 
 
Cure given deferral
 
0.0% - 75.0% (36.5%)

Automobile loans
1,216

 
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
68,726

 
Appraisal value
 
NA
 
NA

Other real estate owned
26,132

 
Appraisal value
 
NA
 
NA

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

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

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

Derivative assets
6,721

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

Derivative liabilities
665

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

Municipal securities
2,095,551

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

 
 
 
 
 
Cumulative default
 
0.1% - 50.0% (2.1%)

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

Asset-backed securities
100,337

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

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

 
 
 
 
 
Cumulative default
 
1.6% - 100% (11.1%)

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

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

Automobile loans
1,748

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

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

 
Appraisal value
 
NA
 
NA

Other real estate owned
27,342

 
Appraisal value
 
NA
 
NA

The following provides a general description of the impact of a change in an unobservable input on the fair value measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in the discussion below.
A significant change in the unobservable inputs may result in a significant change in the ending fair value measurement of Level 3 instruments. In general, prepayment rates increase when market interest rates decline and decrease when market

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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.
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 March 31, 2016 and December 31, 2015:
 
March 31, 2016
 
December 31, 2015
(dollar amounts in thousands)
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Financial Assets
 
 
 
 
 
 
 
Cash and short-term assets
$
882,916

 
$
882,916

 
$
898,994

 
$
898,994

Trading account securities
45,924

 
45,924

 
36,997

 
36,997

Loans held for sale
567,165

 
570,609

 
474,621

 
484,511

Available-for-sale and other securities
9,319,381

 
9,319,381

 
8,775,441

 
8,775,441

Held-to-maturity securities
5,946,144

 
6,042,243

 
6,159,590

 
6,135,458

Net loans and direct financing leases
50,925,640

 
49,897,026

 
49,743,256

 
48,024,998

Derivatives
358,372

 
358,372

 
274,872

 
274,872

Financial Liabilities
 
 
 
 
 
 
 
Deposits
55,628,842

 
55,641,189

 
55,294,979

 
55,299,435

Short-term borrowings
471,375

 
471,375

 
615,279

 
615,279

Long-term debt
7,935,412

 
7,928,482

 
7,067,614

 
7,043,014

Derivatives
137,481

 
137,481

 
144,350

 
144,350

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

 
$
6,042,243

 
$

 
$
6,042,243

Net loans and direct financing leases

 

 
49,897,026

 
49,897,026

Financial Liabilities
 
 
 
 
 
 
 
Deposits

 
52,544,042

 
3,097,147

 
55,641,189

Short-term borrowings

 
624

 
470,751

 
471,375

Long-term debt

 

 
7,928,482

 
7,928,482


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

 
$
6,135,458

 
$

 
$
6,135,458

Net loans and direct financing leases

 

 
48,024,998

 
48,024,998

Financial Liabilities

 

 

 
 
Deposits

 
51,869,105

 
3,430,330

 
55,299,435

Short-term borrowings

 
1,770

 
613,509

 
615,279

Long-term debt

 

 
7,043,014

 
7,043,014

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

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14. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are recorded in the Consolidated Balance Sheet as either an asset or a liability (in accrued income and other assets or accrued expenses and other liabilities, respectively) and measured at fair value.
Derivative financial instruments can be designated as accounting hedges under GAAP. Designating a derivative as an accounting hedge allows Huntington to recognize gains and losses, less any ineffectiveness, in the income statement within the same period that the hedged item affects earnings. Gains and losses on derivatives that are not designated to an effective hedge relationship under GAAP immediately impact earnings within the period they occur.
Derivatives used in Asset and Liability Management Activities
Huntington engages in balance sheet hedging activity, principally for asset liability management purposes, to convert fixed rate assets or liabilities into floating rate or vice versa. Balance sheet hedging activity is arranged to receive hedge accounting treatment and is classified as either fair value or cash flow hedges. Fair value hedges are purchased to convert deposits and subordinated and other long-term debt from fixed-rate obligations to floating rate. Cash flow hedges are also used to convert floating rate loans made to customers into fixed rate loans.
The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities at March 31, 2016, identified by the underlying interest rate-sensitive instruments:
(dollar amounts in thousands )
Fair Value Hedges
 
Cash Flow Hedges
 
Total
Instruments associated with:
 
 
 
 
 
Loans
$

 
$
5,550,000

 
$
5,550,000

Deposits

 

 

Subordinated notes
450,000

 

 
450,000

Long-term debt
6,375,000

 

 
6,375,000

Total notional value at March 31, 2016
$
6,825,000

 
$
5,550,000

 
$
12,375,000


The following table presents additional information about the interest rate swaps used in Huntington’s asset and liability management activities at March 31, 2016:
 
 
 
 
 
 
 
Weighted-Average
Rate
(dollar amounts in thousands )
Notional Value
 
Average Maturity (years)
 
Fair Value
 
Receive
 
Pay
Asset conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
$
5,550,000

 
0.9
 
$
10,925

 
0.91
%
 
0.57
%
Total asset conversion swaps
5,550,000

 
0.9
 
10,925

 
0.91

 
0.57

Liability conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
6,825,000

 
2.8
 
141,755

 
1.50

 
0.63

Total liability conversion swaps
6,825,000

 
2.8
 
141,755

 
1.50

 
0.63

Total swap portfolio at March 31, 2016
$
12,375,000

 
2
 
$
152,680

 
1.24
%
 
0.60
%
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. For the three-month periods ended March 31, 2016, and 2015, the net amounts resulted in an increase to net interest income of $21 million and $25 million, respectively.
The following table presents the fair values at March 31, 2016 and December 31, 2015 of Huntington’s derivatives that are designated and not designated as hedging instruments. Amounts in the table below are presented gross without the impact of any net collateral arrangements:
Asset derivatives included in accrued income and other assets:

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(dollar amounts in thousands)
March 31, 2016
 
December 31, 2015
Interest rate contracts designated as hedging instruments
$
152,882

 
$
80,513

Interest rate contracts not designated as hedging instruments
283,037

 
190,846

Foreign exchange contracts not designated as hedging instruments
38,635

 
37,727

Commodities contracts not designated as hedging instruments
91,901

 
117,894

Total contracts
$
566,455

 
$
426,980

Liability derivatives included in accrued expenses and other liabilities:
(dollar amounts in thousands)
March 31, 2016
 
December 31, 2015
Interest rate contracts designated as hedging instruments
$
202

 
$
15,215

Interest rate contracts not designated as hedging instruments
206,512

 
121,815

Foreign exchange contracts not designated as hedging instruments
39,756

 
35,283

Commodities contracts not designated as hedging instruments
88,659

 
114,887

Total contracts
$
335,129

 
$
287,200

The changes in fair value of the fair value hedges are, to the extent that the hedging relationship is effective, recorded through earnings and offset against changes in the fair value of the hedged item.
The following table presents the change in fair value for derivatives designated as fair value hedges as well as the offsetting change in fair value on the hedged item for the three-month periods ended March 31, 2016, and 2015:
 
Three months ended
March 31,
(dollar amounts in thousands)
2016
 
2015
Interest rate contracts
 
 
 
Change in fair value of interest rate swaps hedging deposits (1)
$
(82
)
 
$
(213
)
Change in fair value of hedged deposits (1)
72

 
214

Change in fair value of interest rate swaps hedging subordinated notes (2)
6,804

 
3,231

Change in fair value of hedged subordinated notes (2)
(6,804
)
 
(3,231
)
Change in fair value of interest rate swaps hedging other long-term debt (2)
61,032

 
20,025

Change in fair value of hedged other long-term debt (2)
(59,786
)
 
(19,645
)
(1)
Effective portion of the hedging relationship is recognized in Interest expense—deposits in the Unaudited Condensed Consolidated Statements of Income. Any resulting ineffective portion of the hedging relationship is recognized in noninterest income in the Unaudited Condensed Consolidated Statements of Income.
(2)
Effective portion of the hedging relationship is recognized in Interest expense—subordinated notes and other long-term debt in the Unaudited Condensed Consolidated Statements of Income. Any resulting ineffective portion of the hedging relationship is recognized in noninterest income in the Unaudited Condensed Consolidated Statements of Income.
The following table presents the gains and (losses) recognized in OCI and the location in the Unaudited Condensed Consolidated Statements of Income of gains and (losses) reclassified from OCI into earnings for derivatives designated as effective cash flow hedges:
 
 
 
 
 
 
 
 
 
 

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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)
 
Three months ended March 31,
 
 
 
Three months ended March 31,
(dollar amounts in thousands)
2016
 
2015
 
 
 
2016
 
2015
Interest rate contracts
 
 
 
 
 
 
 
 
 
Loans
$
9,249

 
$
18,294

 
Interest and fee income - loans and leases
 
$
(645
)
 
$
(133
)
Investment Securities

 

 
Noninterest income - other income
 
1

 
10

Total
$
9,249

 
$
18,294

 
 
 
$
(644
)
 
$
(123
)
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 $5 million after-tax unrealized gains on cash flow hedging derivatives currently in OCI.
To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value will not be included in current earnings but are reported as a component of OCI in the Unaudited Condensed Consolidated Statements of Shareholders’ Equity. These changes in fair value will be included in earnings of future periods when earnings are also affected by the changes in the hedged cash flows. To the extent these derivatives are not effective, changes in their fair values are immediately included in noninterest income.
The following table presents the gains and (losses) recognized in noninterest income on the ineffective portion on interest rate contracts for derivatives designated as cash flow hedges for the three-month periods ended March 31, 2016 and 2015:
 
Three months ended
March 31,
(dollar amounts in thousands)
2016
 
2015
Derivatives in cash flow hedging relationships
 
 
 
Interest rate contracts
 
 
 
Loans
$
421

 
$
(163
)
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)
March 31, 2016
 
December 31, 2015
Derivative assets:
 
 
 
Interest rate lock agreements
$
11,082

 
$
6,721

Forward trades and options
183

 
2,468

Total derivative assets
11,265

 
9,189

Derivative liabilities:
 
 
 
Interest rate lock agreements
(190
)
 
(220
)
Forward trades and options
(3,580
)
 
(1,239
)
Total derivative liabilities
(3,770
)
 
(1,459
)
Net derivative asset (liability)
$
7,495

 
$
7,730


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MSR hedging activity
Huntington’s MSR economic hedging activity uses securities and derivatives to manage the value of the MSR asset and to mitigate the various types of risk inherent in the MSR asset, including risks related to duration, basis, convexity, volatility, and yield curve. The hedging instruments include forward commitments, interest rate swaps, and options on interest rate swaps.
The total notional value of these derivative financial instruments at March 31, 2016 and December 31, 2015, was $0.2 billion and $0.5 billion, respectively. The total notional amount at March 31, 2016, corresponds to trading assets with a fair value of $6 million and trading liabilities with a fair value of less than $1 million. Net trading gains and (losses) related to MSR hedging for the three-month periods ended March 31, 2016 and 2015, were $12 million and $5 million. 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 March 31, 2016 and December 31, 2015, were $69 million and $76 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $14.8 billion and $14.6 billion at March 31, 2016 and December 31, 2015, respectively. Huntington’s credit risks from interest rate swaps used for trading purposes were $306 million and $224 million at the same dates, respectively.
Risk Participation Agreements

Huntington periodically enters into risk participation agreement in order to manage credit risk of its derivative positions. These agreements transfer counterparty credit risk related to interest rate swaps to and from other financial institutions. Huntington can mitigate exposure to certain counterparties or take on exposure to generate additional income. Huntington’s notional exposure for interest rate swaps originated by other financial institutions was $356 million and $344 million at March 31, 2016 and December 31, 2015, respectively. Huntington will make payments under these agreements if a customer defaults on its obligation to perform under the terms of the underlying interest rate derivative contract. The amount Huntington will have to pay if all counterparties defaulted on their swap contracts is the fair value of these risk participations, which was $9 million and $6 million at March 31, 2016 and December 31, 2015, 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 13. Huntington records these derivatives net of any master netting arrangement in the Unaudited Condensed Consolidated Balance Sheets. Collateral agreements are regularly entered into as part of the underlying derivative agreements with Huntington’s counterparties to mitigate counterparty credit risk.
All derivatives are carried on the Unaudited Condensed Consolidated Balance Sheets at fair value. Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Cash collateral exchanged with counterparties is also netted against the applicable derivative fair values. Huntington enters into derivative transactions with two primary groups: broker-dealers and banks, and Huntington’s customers. Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.
Huntington enters into transactions with broker-dealers and banks for various risk management purposes. These types of transactions generally are high dollar volume. Huntington enters into bilateral collateral and master netting agreements with these counterparties, and routinely exchange cash and high quality securities collateral with these counterparties. Huntington enters into transactions with customers to meet their financing, investing, payment and risk management needs. These types of

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transactions generally are low dollar volume. Huntington generally enters into master netting agreements with customer counterparties, however collateral is generally not exchanged with customer counterparties.
At March 31, 2016 and December 31, 2015, aggregate credit risk associated with these derivatives, net of collateral that has been pledged by the counterparty, was $21 million and $15 million, respectively. The credit risk associated with interest rate swaps is calculated after considering master netting agreements with broker-dealers and banks.
At March 31, 2016, Huntington pledged $110 million of investment securities and cash collateral to counterparties, while other counterparties pledged $108 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 March 31, 2016 and December 31, 2015:
Offsetting of Financial Assets and Derivative Assets
 
 
 
 
 
 
 
 
Gross amounts not offset in
the condensed consolidated
balance sheets
 
 
(dollar amounts in thousands)
 
Gross amounts
of recognized
assets
 
Gross amounts
offset in the
condensed
consolidated
balance sheets
 
Net amounts of
assets
presented in
the condensed
consolidated
balance sheets
 
Financial
instruments
 
Cash collateral
received
 
Net amount
Offsetting of Financial Assets and Derivative Assets
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2016
Derivatives
$
577,719

 
$
(219,347
)
 
$
358,372

 
$
(44,784
)
 
$
(2,603
)
 
$
310,985

December 31, 2015
Derivatives
436,169

 
(161,297
)
 
274,872

 
(39,305
)
 
(3,462
)
 
232,105

Offsetting of Financial Liabilities and Derivative Liabilities
 
 
 
 
 
 
 
 
Gross amounts not offset in
the condensed consolidated
balance sheets
 
 
(dollar amounts in thousands)
 
Gross amounts
of recognized
liabilities
 
Gross amounts
offset in the
condensed
consolidated
balance sheets
 
Net amounts of
liabilities
presented in
the condensed
consolidated
balance sheets
 
Financial
instruments
 
Cash collateral
delivered
 
Net amount
Offsetting of Financial Liabilities and Derivative Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2016
Derivatives
$
338,899

 
$
(201,418
)
 
$
137,481

 
$
(66,571
)
 
$
(582
)
 
$
70,329

December 31, 2015
Derivatives
288,659

 
(144,309
)
 
144,350

 
(62,460
)
 
(20
)
 
81,870


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

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March 31, 2016
 
Huntington Technology
Funding Trust
 
Other Consolidated VIEs
 
Total
(dollar amounts in thousands)
 
Series 2014A
 
 
Assets:
 
 
 
 
 
 
Cash
 
$
1,560

 
$

 
$
1,560

Loans and leases
 
128,138

 

 
128,138

Allowance for loan and lease losses
 

 

 

Net loans and leases
 
128,138

 

 
128,138

Accrued income and other assets
 

 
222

 
222

Total assets
 
$
129,698

 
$
222

 
$
129,920

Liabilities:
 
 
 
 
 
 
Other long-term debt
 
$
104,199

 
$

 
$
104,199

Accrued interest and other liabilities
 

 
222

 
222

Total liabilities
 
104,199

 
222

 
104,421

Equity:
 
 
 
 
 
 
Beneficial Interest owned by third party
 
25,499

 

 
25,499

Total liabilities and equity
 
$
129,698

 
$
222

 
$
129,920

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

 
$
1,561

 
$

 
$
2,938

Loans and leases
32,180

 
152,331

 

 
184,511

Allowance for loan and lease losses

 

 

 

Net loans and leases
32,180

 
152,331

 

 
184,511

Accrued income and other assets

 

 
229

 
229

Total assets
$
33,557

 
$
153,892

 
$
229

 
$
187,678

Liabilities:
 
 
 
 
 
 
 
Other long-term debt
$
27,153

 
$
123,577

 
$

 
$
150,730

Accrued interest and other liabilities

 

 
229

 
229

Total liabilities
27,153

 
123,577

 
229

 
150,959

Equity:
 
 
 
 
 
 
 
Beneficial Interest owned by third party
6,404

 
30,315

 

 
36,719

Total liabilities and equity
$
33,557

 
$
153,892

 
$
229

 
$
187,678

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

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March 31, 2016
(dollar amounts in thousands)
Total Assets

Total Liabilities

Maximum Exposure to Loss
2015-1 Automobile Trust
$
6,453


$


$
6,453

2012-2 Automobile Trust
422




422

Trust Preferred Securities
13,919


317,114



Low Income Housing Tax Credit Partnerships
413,026


186,651


413,026

Other Investments
62,235


24,926


62,235

Total
$
496,055


$
528,691


$
482,136

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

 
$

 
$
7,695

2012-1 Automobile Trust
94

 

 
94

2012-2 Automobile Trust
771

 

 
771

Trust Preferred Securities
13,919

 
317,106

 

Low Income Housing Tax Credit Partnerships
425,500

 
196,001

 
425,500

Other Investments
68,746

 
25,762

 
68,746

Total
$
516,725


$
538,869


$
502,806

2015-1, 2012-1, 2012-2, and 2011 AUTOMOBILE TRUST
During the 2015 second quarter, 2012 fourth quarter, 2012 first quarter and 2011 third quarter, we transferred automobile loans totaling $0.8 billion, $1.0 billion, $1.3 billion and $1.0 billion, respectively, to trusts in securitization transactions. The securitizations and the resulting sale of all underlying securities qualified for sale accounting. The interest Huntington holds in the VIEs relates to servicing rights which are included within accrued income and other assets of Huntington’s Unaudited Condensed Consolidated Balance Sheets. The maximum exposure to loss is equal to the carrying value of the servicing asset.
During the 2016 first quarter, Huntington canceled the 2012-1 Automobile Trust. As a result, any remaining assets at the time of the cancellation were no longer part of the trust.
TRUST PREFERRED SECURITIES
Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not included within Huntington’s Unaudited Condensed Consolidated Financial Statements. These trusts have been formed for the sole purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior subordinated debentures, which are reflected in Huntington’s Unaudited Condensed Consolidated Balance Sheets as subordinated notes. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Unaudited Condensed Consolidated Financial Statements. A list of trust preferred securities outstanding at March 31, 2016 follows:
(dollar amounts in thousands)
Rate
 
Principal amount of
subordinated note/
debenture issued to trust (1)
 
Investment in
unconsolidated
subsidiary
Huntington Capital I
1.32
%
(2)
$
111,816

 
$
6,186

Huntington Capital II
1.26

(3)
54,593

 
3,093

Sky Financial Capital Trust III
2.03

(4)
72,165

 
2,165

Sky Financial Capital Trust IV
2.01

(4)
74,320

 
2,320

Camco Financial Trust
3.07

(5)
4,220

 
155

Total
 
 
$
317,114

 
$
13,919

(1)
Represents the principal amount of debentures issued to each trust, including unamortized original issue discount.
(2)
Variable effective rate at March 31, 2016, based on three month LIBOR +0.70%.
(3)
Variable effective rate at March 31, 2016, based on three month LIBOR +0.625%.
(4)
Variable effective rate at March 31, 2016, based on three month LIBOR +1.40%.

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(5)
Variable effective rate (including impact of purchase accounting accretion) at March 31, 2016, based on three month LIBOR +1.33%.
Each issue of the junior subordinated debentures has an interest rate equal to the corresponding trust securities distribution rate. Huntington has the right to defer payment of interest on the debentures at any time, or from time-to-time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the related debentures. During any such extension period, distributions to the trust securities will also be deferred and Huntington’s ability to pay dividends on its common stock will be restricted. Periodic cash payments and payments upon liquidation or redemption with respect to trust securities are guaranteed by Huntington to the extent of funds held by the trusts. The guarantee ranks subordinate and junior in right of payment to all indebtedness of the Company to the same extent as the junior subordinated debt. The guarantee does not place a limitation on the amount of additional indebtedness that may be incurred by Huntington.
LOW INCOME HOUSING TAX CREDIT PARTNERSHIPS
Huntington makes certain equity investments in various limited partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (LIHTC) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.
Huntington uses the proportional amortization method to account for a majority of its investments in these entities. These investments are included in accrued income and other assets. Investments that do not meet the requirements of the proportional amortization method are recognized using the equity method. Investment gains/losses related to these investments are included in noninterest-income in the Unaudited Condensed Consolidated Statements of Income.
The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments at March 31, 2016 and December 31, 2015:
(dollar amounts in thousands)
March 31,
2016
 
December 31,
2015
Affordable housing tax credit investments
$
674,221

 
$
674,157

Less: amortization
(261,195
)
 
(248,657
)
Net affordable housing tax credit investments
$
413,026

 
$
425,500

Unfunded commitments
$
186,651

 
$
196,001

The following table presents other information relating to Huntington’s affordable housing tax credit investments for the three-month periods ended March 31, 2016 and 2015:
 
 
 
Three months ended
March 31,
(dollar amounts in thousands)
 
 
2016
 
2015
Tax credits and other tax benefits recognized
 
 
$
18,285

 
$
15,747

Proportional amortization method
 
 
 
 
 
Tax credit amortization expense included in provision for income taxes
 
12,407

 
11,074

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

 
147

Huntington recognized immaterial impairment losses on tax credit investments during the three-month periods ended March 31, 2016 and 2015. The impairment losses recognized related to the fair value of the tax credit investments that were less than carrying value.
OTHER INVESTMENTS
Other investments determined to be VIE’s include investments in Historic Tax Credit Investments, Small Business Investment Companies, Rural Business Investment Companies, certain equity method investments and other miscellaneous investments.

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

December 31,
2015
Contract amount represents credit risk:



Commitments to extend credit



Commercial
$
11,052,384


$
11,448,927

Consumer
8,872,015


8,574,093

Commercial real estate
888,967


813,271

Standby letters-of-credit
509,910


511,706

Commercial letters-of-credit
15,724


56,119

Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature.
Standby letters-of-credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most of these arrangements mature within two years. The carrying amount of deferred revenue associated with these guarantees was $7 million and $7 million at March 31, 2016 and December 31, 2015, respectively.
Through the Company’s credit process, Huntington monitors the credit risks of outstanding standby letters-of-credit. When it is probable that a standby letter-of-credit will be drawn and not repaid in full, losses are recognized in the provision for credit losses. At March 31, 2016, Huntington had $510 million of standby letters-of-credit outstanding, of which 81% were collateralized. Included in this $510 million total are letters-of-credit issued by the Bank that support securities that were issued by customers and remarketed by The Huntington Investment Company, the Company’s broker-dealer subsidiary.
Huntington uses an internal grading system to assess an estimate of loss on its loan and lease portfolio. This same loan grading system is used to monitor credit risk associated with standby letters-of-credit. Under this risk rating system as of March 31, 2016, approximately $148 million of the standby letters-of-credit were rated strong with sufficient asset quality, liquidity, and good debt capacity and coverage; approximately $360 million were rated average with acceptable asset quality, liquidity, and modest debt capacity; and $2 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. As of March 31, 2016, Huntington had $16 million of commercial letters-of-credit outstanding.
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 March 31, 2016 and December 31, 2015, Huntington had commitments to sell residential real estate loans of $826 million and $659 million, respectively. These contracts mature in less than one year .
Litigation
The nature of Huntington’s business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business. When the Company determines it has meritorious defenses to the claims asserted,

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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 $60 million at March 31, 2016. For certain other cases, and matters, Management cannot reasonably estimate the possible loss at this time. Any estimate involves significant judgment, given the varying stages of the proceedings (including the fact that many of them are currently in preliminary stages), the existence of multiple defendants in several of the current proceedings whose share of liability has yet to be determined, the numerous unresolved issues in many of the proceedings, and the inherent uncertainty of the various potential outcomes of such proceedings. Accordingly, Management’s estimate will change from time-to-time, and actual losses may be more or less than the current estimate.
While the final outcome of legal cases, matters, and proceedings is inherently uncertain, based on information currently available, advice of counsel, and available insurance coverage, Management believes that the amount it has already accrued is adequate and any incremental liability arising from the Company’s legal cases, matters, or proceedings will not have a material negative adverse effect on the Company’s consolidated financial position as a whole. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these cases, matters, and proceedings, if unfavorable, may be material to the Company’s consolidated financial position in a particular period.
Cyberco Litigation. Huntington has been named a defendant in two lawsuits, arising from Huntington’s commercial lending, depository, and equipment leasing relationships with Cyberco Holdings, Inc. (Cyberco), based in Grand Rapids, Michigan. In November 2004, 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 Huntington, allegedly to purchase computer equipment from Teleservices Group, Inc. (Teleservices). Cyberco created fraudulent documentation to close the financing transactions when, in fact, no computer equipment was ever purchased or leased from Teleservices, which later proved to be a shell corporation.
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 Huntington on December 8, 2006, the Cyberco bankruptcy trustee sought recovery of over $70 million he alleged was transferred to Huntington. The Cyberco bankruptcy trustee also alleged preferential transfers were made to Huntington in the amount of approximately $1 million. Huntington 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. Huntington 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 Huntington on January 19, 2007, seeking to avoid and recover alleged transfers that occurred in two ways: (1) checks made payable to Huntington for application to Cyberco’s indebtedness to Huntington, and (2) deposits into Cyberco’s bank accounts with Huntington. A trial was held as to only Huntington’s defenses. Subsequently, the trustee filed a summary judgment motion on the affirmative case, alleging the fraudulent transfers to Huntington totaled approximately $73 million and seeking judgment in that amount (which includes the $1 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 Huntington during the period from April 30, 2004 through November 2004 were not received in good faith and that Huntington 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 Huntington 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 Huntington under the Bankruptcy Code, and Huntington was liable for both the checks and the deposits, totaling approximately $73 million. The Bankruptcy Court delivered its report and recommendation to the District Court for the Western District of Michigan,

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recommending that the District Court enter a final judgment against Huntington in the principal amount of $72 million, plus interest through July 27, 2012, in the amount of $9 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 Huntington in the amount of $72 million plus costs and pre- and post-judgment interest. While Huntington has appealed the decision and plans to continue to aggressively contest the claims of this complex case, Huntington increased its legal reserves by approximately $38 million in the 2015 third quarter to fully accrue for the amount of the judgment.
MERSCORP Litigation. Huntington is a defendant in an action filed on January 17, 2012 against MERSCORP, Inc. and numerous other financial institutions that participate in the mortgage electronic registration system (MERS). The putative class action was filed on behalf of all 88 counties in Ohio. The plaintiffs allege that the recording of mortgages and assignments thereof is mandatory under Ohio law and seek a declaratory judgment that the defendants are required to record every mortgage and assignment on real property located in Ohio and pay the attendant statutory recording fees. The complaint also seeks damages, attorney’s fees and costs. Huntington filed a motion to dismiss the complaint, which has been fully briefed, but no ruling has been issued by the Geauga County, Ohio Court of Common Pleas. Similar litigation has been initiated against MERSCORP, Inc. and other financial institutions in other jurisdictions throughout the country, however, Huntington has not been named a defendant in those other cases.

Powell v. Huntington National Bank. Huntington is a defendant in a putative class action filed on October 15, 2013. The plaintiffs filed the action in West Virginia state court on behalf of themselves and other West Virginia mortgage loan borrowers who allege they were charged late fees in violation of West Virginia law and the loan documents. Plaintiffs seek statutory civil penalties, compensatory damages and attorney’s fees. Huntington removed the case to federal court, answered the complaint, and, on January 17, 2014, filed a motion for judgment on the pleadings, asserting that West Virginia law is preempted by federal law and therefore does not apply to Huntington. Following further briefing by the parties, the federal district court denied Huntington’s motion for judgment on the pleadings on September 26, 2014. On June 8, 2015, the Fourth Circuit Court of Appeals granted Huntington’s motion for an interlocutory appeal of the district court’s decision. The matter was briefed and oral argument held, but after the oral argument, the Fourth Circuit dismissed the appeal as improvidently granted and remanded the case back to the district court for further proceedings. The parties are currently engaged in discovery.

FirstMerit Merger Shareholder Litigation. Huntington is a defendant in five lawsuits filed in February and March of 2016 in state and federal courts in Ohio relating to the FirstMerit merger. The plaintiffs in each case are FirstMerit shareholders and have filed class action and derivative claims seeking to enjoin the merger. The plaintiffs also claim that the registration statement filed regarding the merger contained material omissions and/or misrepresentations and seek the filing of a revised registration statement, as well as money damages. Specifically as to Huntington, the plaintiffs claim Huntington aided and abetted in alleged breaches of fiduciary duties by the FirstMerit board of directors in approving the merger, and in one complaint, allege that Huntington had direct involvement in making omissions and/or misrepresentations in the registration statement. Huntington is preparing its defense to the complaints.
17. SEGMENT REPORTING
Our business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance. We have five major business segments: Retail and Business Banking, Commercial Banking, Automobile Finance and Commercial Real Estate (AFCRE), Regional Banking and The Huntington Private Client Group (RBHPCG), and Home Lending. The Treasury / Other function includes our technology and operations, other unallocated assets, liabilities, revenue, and expense.
Business segment results are determined based upon our management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around our organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities
Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is recorded to allocate portions of such revenue to other business segments involved in selling to, or providing service to customers. Results of operations for the business segments reflect these fee sharing allocations.
The management accounting process that develops the business segment reporting utilizes various estimates and allocation methodologies to measure the performance of the business segments. Expenses are allocated to business segments using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to activities

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related to product origination and servicing. These activity-based costs are then extended, based on volumes, with the resulting amount allocated to business segments that own the related products. The second phase consists of the allocation of overhead costs to all five business segments from Treasury / Other. We utilize a full-allocation methodology, where all Treasury / Other expenses, except reported Significant Items, and a small amount of other residual unallocated expenses, are allocated to the five business segments.
We use an active and centralized Funds Transfer Pricing (FTP) methodology to attribute appropriate income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities).
Retail and Business Banking - The Retail and Business Banking segment provides a wide array of financial products and services to consumer and small business customers including but not limited to checking accounts, savings accounts, money market accounts, certificates of deposit, consumer loans, and small business loans. Other financial services available to consumer and small business customers include investments, insurance, interest rate risk protection, foreign exchange, and treasury management. Business Banking is defined as serving companies with revenues up to $20 million and consists of approximately 165,000 businesses
Commercial Banking - Through a relationship banking model, this segment provides a wide array of products and services to the middle market, large corporate, and government public sector customers located primarily within our geographic footprint. The segment is divided into seven business units: middle market, large corporate, specialty banking, asset finance, capital markets, treasury management, and insurance.
Automobile Finance and Commercial Real Estate - This segment provides lending and other banking products and services to customers outside of our traditional retail and commercial banking segments. Our products and services include providing financing for the purchase of vehicles by customers at franchised automotive dealerships, financing the acquisition of new and used vehicle inventory of franchised automotive dealerships, and financing for land, buildings, and other commercial real estate owned or constructed by real estate developers, automobile dealerships, or other customers with real estate project financing needs. Products and services are delivered through highly specialized relationship-focused bankers and product partners.
Regional Banking and The Huntington Private Client Group - Regional Banking and The Huntington Private Client Group is closely aligned with our eleven regional banking markets. The Huntington Private Client Group is organized into units consisting of The Huntington Private Bank, The Huntington Trust, and The Huntington Investment Company. Our private banking, trust, and investment functions focus their efforts in our Midwest footprint and Florida.
Home Lending - Home Lending originates and services consumer loans and mortgages for customers who are generally located in our primary banking markets. Consumer and mortgage lending products are primarily distributed through the Retail and Business Banking segment, as well as through commissioned loan originators. Home lending earns interest on loans held in the warehouse and portfolio, earns fee income from the origination and servicing of mortgage loans, and recognizes gains or losses from the sale of mortgage loans. Home Lending supports the origination and servicing of mortgage loans across all segments.
Listed below is certain operating basis financial information reconciled to Huntington’s March 31, 2016,  December 31, 2015, and March 31, 2015, reported results by business segment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Three months ended March 31,
Income Statements
Retail & Business Banking
 
Commercial Banking
 
AFCRE
 
RBHPCG
 
Home Lending
 
Treasury/Other
 
Huntington Consolidated
(dollar amounts in thousands)
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
264,688

 
$
100,863

 
$
95,569

 
$
39,279

 
$
13,016

 
$
(10,349
)
 
$
503,066

Provision for credit losses
12,196

 
34,756

 
(16,617
)
 
(479
)
 
(2,274
)
 

 
27,582

Noninterest income
117,559

 
58,581

 
7,252

 
27,807

 
11,650

 
19,018

 
241,867

Noninterest expense
273,729

 
90,428

 
40,204

 
49,997

 
25,608

 
11,114

 
491,080

Income taxes
33,713

 
11,991

 
27,732

 
6,149

 
466

 
(25,094
)
 
54,957

Net income (loss)
$
62,609

 
$
22,269

 
$
51,502

 
$
11,419

 
$
866

 
$
22,649

 
$
171,314

2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
248,650

 
$
74,918

 
$
95,162

 
$
26,824

 
$
15,277

 
$
6,854

 
$
467,685

Provision for credit losses
7,151

 
6,835

 
(1,383
)
 
2,645

 
5,343

 

 
20,591

Noninterest income
95,759

 
54,893

 
4,675

 
40,424

 
18,658

 
17,214

 
231,623

Noninterest expense
256,366

 
56,417

 
36,178

 
58,627

 
35,788

 
15,481

 
458,857

Income taxes
28,312

 
23,296

 
22,765

 
2,092

 
(2,519
)
 
(19,940
)
 
54,006

Net income (loss)
$
52,580

 
$
43,263

 
$
42,277

 
$
3,884

 
$
(4,677
)
 
$
28,527

 
$
165,854

 
Assets at
 
Deposits at
(dollar amounts in thousands)
March 31,
2016
 
December 31,
2015
 
March 31,
2016
 
December 31,
2015
Retail & Business Banking
$
15,786,893

 
$
15,746,086

 
$
31,302,518

 
$
30,875,607

Commercial Banking
17,954,911

 
17,022,387

 
11,257,864

 
11,424,778

AFCRE
18,503,547

 
17,856,368

 
1,607,598

 
1,651,702

RBHPCG
4,324,770

 
4,284,608

 
7,889,524

 
7,690,581

Home Lending
3,107,196

 
3,087,486

 
334,186

 
361,881

Treasury / Other
12,967,650

 
13,021,366

 
3,237,152

 
3,290,430

Total
$
72,644,967

 
$
71,018,301

 
$
55,628,842

 
$
55,294,979


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

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

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

 
001-34073
 
2.1

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

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

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

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

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

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

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

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

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

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

 
 
 
 
 
 
 
 
 
 
 
3.11
 
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

 
 
 
 
 
 
 
 
 
 
 

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

 
Definitive Proxy Statement for the 2016 Annual Meeting of Shareholders

 
001-34073
 
A

 
 
 
 
 
 
 
 
 
 
 
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 March 31, 2016, formatted in XBRL: (1) Unaudited Condensed Consolidated Balance Sheets, (2) Unaudited Condensed Consolidated Statements of Income, (3) Unaudited Condensed Consolidated Statements of Comprehensive Income (4) Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity, (5) Unaudited Condensed Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
*
Denotes management contract or compensatory plan or arrangement
**
Filed herewith
***
Furnished herewith

113

Table of Contents

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


114