Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY PERIOD ENDED September 30, 2018
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.)
Registrant's address: 41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number, including area code: (614) 480-2265
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 every Interactive Data File required to be submitted 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 such files).     x  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
¨
 
 
 
 
 
 
Non-accelerated filer
¨
 
 
 
 
Smaller reporting company
¨
 
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     ¨  Yes    x  No
There were 1,061,529,259 shares of the Registrant’s common stock ($0.01 par value) outstanding on September 30, 2018.



Table of Contents

HUNTINGTON BANCSHARES INCORPORATED
INDEX
 
 
 


2

Table of Contents

Glossary of Acronyms and Terms

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:
 
ACL
  
Allowance for Credit Losses
AFS
  
Available-for-Sale
ALCO
 
Asset-Liability Management Committee
ALLL
  
Allowance for Loan and Lease Losses
AOCI
 
Accumulated Other Comprehensive Income
ASC
  
Accounting Standards Codification
ASR
 
Accelerated Share Repurchase
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
CCAR
  
Comprehensive Capital Analysis and Review
CDs
  
Certificates of Deposit
CET1
  
Common equity tier 1 on a transitional Basel III basis
CFPB
  
Bureau of Consumer Financial Protection
CMO
  
Collateralized Mortgage Obligations
CRE
  
Commercial Real Estate
EPS
  
Earnings Per Share
EVE
  
Economic Value of Equity
FASB
 
Financial Accounting Standards Board
FDIC
  
Federal Deposit Insurance Corporation
FHLB
  
Federal Home Loan Bank
FICO
  
Fair Isaac Corporation
FirstMerit
  
FirstMerit Corporation
FRB
  
Federal Reserve Bank
FTE
  
Fully-Taxable Equivalent
FTP
  
Funds Transfer Pricing
FVO
 
Fair Value Option
GAAP
  
Generally Accepted Accounting Principles in the United States of America
HTM
  
Held-to-Maturity
IRS
  
Internal Revenue Service
LCR
  
Liquidity Coverage Ratio
LIBOR
  
London Interbank Offered Rate
MBS
  
Mortgage-Backed Securities
MD&A
  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
MSR
  
Mortgage Servicing Right
NAICS
  
North American Industry Classification System
NALs
  
Nonaccrual Loans
NCO
  
Net Charge-off
NII
  
Noninterest Income
NIM
  
Net Interest Margin
NPAs
  
Nonperforming Assets
NSF
 
Non-sufficient funds
OCC
  
Office of the Comptroller of the Currency
OCI
  
Other Comprehensive Income (Loss)
OCR
 
Optimal Customer Relationship

3

Table of Contents

OLEM
  
Other Loans Especially Mentioned
OREO
  
Other Real Estate Owned
OTTI
  
Other-Than-Temporary Impairment
Plan
  
Huntington Bancshares Retirement Plan
RBHPCG
  
Regional Banking and The Huntington Private Client Group
ROC
 
Risk Oversight Committee
SAB
 
Staff Accounting Bulletin
SAD
 
Special Assets Division
SBA
  
Small Business Administration
SEC
  
Securities and Exchange Commission
TCJA
 
H.R. 1, Originally known as the Tax Cuts and Jobs Act
TDR
  
Troubled Debt Restructuring
U.S. Treasury
  
U.S. Department of the Treasury
UCS
  
Uniform Classification System
VIE
  
Variable Interest Entity
XBRL
  
eXtensible Business Reporting Language





4

Table of Contents

PART I. FINANCIAL INFORMATION
When we refer to “we”, “our”, and “us”, "Huntington," and "the Company" 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 over 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, recreational vehicle and marine financing, equipment financing, investment management, trust services, brokerage services, insurance products and services, and other financial products and services. Our 970 branches and private client group offices are located in Ohio, Illinois, Indiana, Kentucky, Michigan, Pennsylvania, West Virginia, and Wisconsin. Select financial services and other activities are also conducted in various other states. International banking services are available through the headquarters office in Columbus, Ohio. 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 2017 Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the 2017 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.
EXECUTIVE OVERVIEW
Summary of 2018 Third Quarter Results Compared to 2017 Third Quarter
For the quarter, we reported net income of $378 million, or $0.33 per common share, compared with $275 million, or $0.23 per common share, in the year-ago quarter (see Table 1).
Fully-taxable equivalent (FTE) net interest income was $810 million, up $39 million, or 5%. The results reflected the benefit from a $3.9 billion, or 4%, increase in average earning assets and a three basis point increase in the FTE net interest margin (NIM) to 3.32%. Average earning asset growth included a $4.5 billion, or 7%, increase in average loans and leases. Average earning asset yields increased 38 basis points year-over-year, driven by a 40 basis point improvement in loan yields. Average funding costs increased 45 basis points, although interest-bearing deposit costs only increased 38 basis points. The cost of short-term borrowings and long-term debt increased 103 basis points and 113 basis points, respectively. Embedded within these yields and costs, FTE net interest income during the 2018 third quarter included $17 million, or approximately seven basis points, of purchase accounting impact compared to $27 million, or approximately 12 basis points, in the year-ago quarter.
The provision for credit losses increased $10 million year-over-year to $53 million in the 2018 third quarter. NCOs decreased $14 million to $29 million. The decrease was a direct result of lower charge-off activity in the commercial portfolio resulting in a net recovery position in the 2018 third quarter. Consumer charge-offs have remained consistent over the past year. NCOs represented an annualized 0.16% of average loans and leases, down from 0.25% in the year ago quarter.
Non-interest income was $342 million, up $12 million, or 4%, from the year ago quarter. The growth represents ongoing household / relationship acquisition and execution of our strategies including our Optimal Customer Relationship (OCR) strategy.
Non-interest expense was $651 million, down $29 million, or 4%, from the year-ago quarter, primarily reflecting $31 million of acquisition-related Significant Items in the year-ago quarter compared with no Significant Items in the current quarter. Outside data processing and other services decreased $11 million, or 14%, reflecting the $4 million decrease in acquisition-related Significant Items and the benefit of a debit card-related vendor migration completed in the year-ago quarter. Marketing expense decreased $5 million, or 29%, reflecting the timing of marketing campaigns and deposit promotions. Personnel costs increased $11 million, or 3%, primarily reflecting performance-based incentive compensation and increased benefits costs, partially offset by a $4 million decrease in acquisition-related Significant Items.

5

Table of Contents

The tangible common equity to tangible assets ratio was 7.25%, down 17 basis points from a year-ago. The CET1 risk-based capital ratio was 9.89% at September 30, 2018, compared to 9.94% a year-ago. The regulatory Tier 1 risk-based capital ratio was 11.33% compared to 11.30% at September 30, 2017.
Consistent with the 2018 CCAR capital plan, the Company repurchased $691 million of common stock during the 2018 third quarter at an average cost of $15.82 per share. Included in the quarter's share repurchase activity, the Company completed the previously announced $400 million ASR. As contemplated in our 2018 CCAR capital plan, the ASR effectively offset the impact of the $363 million Series A preferred equity conversion in the 2018 first quarter.
Business Overview
General
Our general business objectives are:
1.Grow organic revenue across all business segments.
2.Invest in our businesses, particularly technology and risk management.
3.Deliver positive operating leverage.
4.Manage capital and liquidity positions consistent with our risk appetite.
Economy
The economies in our footprint continue to perform well, with strength across geographies, industries, and business stratifications. We are encouraged by the outlook for continued loan and deposit growth in coming quarters.

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”.

6

Table of Contents


Table 1 - Selected Quarterly Income Statement Data (1)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
(dollar amounts in millions, share amounts in thousands)
2018
 
2018
 
2018
 
2017
 
2017
Interest income
$
1,007

 
$
972

 
$
914

 
$
894

 
$
873

Interest expense
205

 
188

 
144

 
124

 
115

Net interest income
802

 
784

 
770

 
770

 
758

Provision for credit losses
53

 
56

 
66

 
65

 
43

Net interest income after provision for credit losses
749

 
728

 
704

 
705

 
715

Service charges on deposit accounts
93

 
91

 
86

 
91

 
91

Cards and payment processing income
57

 
56

 
53

 
53

 
54

Trust and investment management services
43

 
42

 
44

 
41

 
39

Mortgage banking income
31

 
28

 
26

 
33

 
34

Insurance income
19

 
21

 
21

 
21

 
18

Capital markets fees
22

 
21

 
19

 
23

 
22

Bank owned life insurance income
19

 
17

 
15

 
18

 
16

Gain on sale of loans and leases
16

 
15

 
8

 
17

 
14

Securities gains (losses)
(2
)
 

 

 
(4
)
 

Other income
44

 
45

 
42

 
47

 
42

Total noninterest income
342

 
336

 
314

 
340

 
330

Personnel costs
388

 
396

 
376

 
373

 
377

Outside data processing and other services
69

 
69

 
73

 
71

 
80

Net occupancy
38

 
35

 
41

 
36

 
55

Equipment
38

 
38

 
40

 
36

 
45

Deposit and other insurance expense
18

 
18

 
18

 
19

 
19

Professional services
17

 
15

 
11

 
18

 
15

Marketing
12

 
18

 
8

 
10

 
17

Amortization of intangibles
13

 
13

 
14

 
14

 
14

Other expense
58

 
50

 
52

 
56

 
58

Total noninterest expense
651

 
652

 
633

 
633

 
680

Income before income taxes
440

 
412

 
385

 
412

 
365

Provision (benefit) for income taxes
62

 
57

 
59

 
(20
)
 
90

Net income
378

 
355

 
326

 
432

 
275

Dividends on preferred shares
18

 
21

 
12

 
19

 
19

Net income applicable to common shares
$
360

 
$
334

 
$
314

 
$
413

 
$
256

 
 
 
 
 
 
 
 
 
 
Average common shares—basic
1,084,536

 
1,103,337

 
1,083,836

 
1,077,397

 
1,086,038

Average common shares—diluted
1,103,740

 
1,122,612

 
1,124,778

 
1,130,117

 
1,106,491

Net income per common share—basic
$
0.33

 
$
0.30

 
$
0.29

 
$
0.38

 
$
0.24

Net income per common share—diluted
0.33

 
0.30

 
0.28

 
0.37

 
0.23

Cash dividends declared per common share
0.14

 
0.11

 
0.11

 
0.11

 
0.08

Return on average total assets
1.42
%
 
1.36
%
 
1.27
%
 
1.67
 %
 
1.08
%
Return on average common shareholders’ equity
14.3

 
13.2

 
13.0

 
17.0

 
10.5

Return on average tangible common shareholders’ equity (2)
19.0

 
17.6

 
17.5

 
22.7

 
14.1

Net interest margin (3)
3.32

 
3.29

 
3.30

 
3.30

 
3.29

Efficiency ratio (4)
55.3

 
56.6

 
56.8

 
54.9

 
60.5

Effective tax rate
14.1

 
13.8

 
15.3

 
(4.8
)
 
24.7

 
 
 
 
 
 
 
 
 
 
Revenue—FTE
 
 
 
 
 
 
 
 
 
Net interest income
$
802

 
$
784

 
$
770

 
$
770

 
$
758

FTE adjustment
8

 
7

 
7

 
12

 
13

Net interest income (3)
810

 
791

 
777

 
782

 
771

Noninterest income
342

 
336

 
314

 
340

 
330

Total revenue (3)
$
1,152

 
$
1,127

 
$
1,091

 
$
1,122

 
$
1,101




7

Table of Contents

Table 2 - Selected Year to Date Income Statements (1)
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions, share amounts in thousands)
2018
 
2017
 
Amount
 
Percent
Interest income
$
2,893

 
$
2,539

 
$
354

 
14
 %
Interest expense
537

 
306

 
231

 
75

Net interest income
2,356

 
2,233

 
123

 
6

Provision for credit losses
175

 
136

 
39

 
29

Net interest income after provision for credit losses
2,181

 
2,097

 
84

 
4

Service charges on deposit accounts
270

 
262

 
8

 
3

Cards and payment processing income
166

 
153

 
13

 
8

Trust and investment management services
129

 
115

 
14

 
12

Mortgage banking income
85

 
98

 
(13
)
 
(13
)
Insurance income
61

 
60

 
1

 
2

Capital markets fees
62

 
53

 
9

 
17

Bank owned life insurance income
51

 
49

 
2

 
4

Gain on sale of loans
39

 
39

 

 

Securities gains (losses)

(2
)
 

 
(2
)
 
(100
)
Other noninterest income
131

 
138

 
(7
)
 
(5
)
Total noninterest income
992

 
967

 
25

 
3

Personnel costs
1,160

 
1,151

 
9

 
1

Outside data processing and other services
211

 
242

 
(31
)
 
(13
)
Net occupancy
114

 
176

 
(62
)
 
(35
)
Equipment
116

 
135

 
(19
)
 
(14
)
Deposit and other insurance expense
54

 
59

 
(5
)
 
(8
)
Professional services
43

 
51

 
(8
)
 
(16
)
Marketing
38

 
50

 
(12
)
 
(24
)
Amortization of intangibles
40

 
42

 
(2
)
 
(5
)
Other noninterest expense
160

 
176

 
(16
)
 
(9
)
Total noninterest expense
1,936

 
2,082

 
(146
)
 
(7
)
Income before income taxes
1,237

 
982

 
255

 
26

Provision for income taxes
178

 
228

 
(50
)
 
(22
)
Net income
1,059

 
754

 
305

 
40

Dividends declared on preferred shares
51

 
57

 
(6
)
 
(11
)
Net income applicable to common shares
$
1,008

 
$
697

 
$
311

 
45
 %
 
 
 
 
 
 
 


Average common shares—basic
1,090,570

 
1,087,115

 
3,455

 
 %
Average common shares—diluted
1,116,978

 
1,107,878

 
9,100

 
1

Net income per common share—basic
$
0.92

 
$
0.64

 
$
0.28

 
44

Net income per common share—diluted
0.90

 
0.63

 
0.27

 
43

Cash dividends declared per common share
0.36

 
0.24

 
0.12

 
50

 
 
 
 
 
 
 


Revenue—FTE
 
 
 
 
 
 


Net interest income
$
2,356

 
$
2,233

 
$
123

 
6
 %
FTE adjustment
22

 
38

 
(16
)
 
(42
)
Net interest income (3)
2,378

 
2,271

 
107

 
5

Noninterest income
992

 
967

 
25

 
3

Total revenue (3)
$
3,370

 
$
3,238

 
$
132

 
4
 %
(1)
Comparisons for presented periods are impacted by a number of factors. Refer to the “Significant Items” for additional discussion regarding these key factors.
(2)
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 21% tax rate and a 35% tax rate for periods prior to December 31, 2017.
(3)
On a fully-taxable equivalent (FTE) basis assuming a 21% tax rate and a 35% tax rate for periods prior to January 1, 2018.
(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.



8

Table of Contents

Significant Items
There were no Significant Items in the 2018 third quarter.
Earnings comparisons are impacted by the Significant Items summarized below:
Mergers and Acquisitions. Significant events relating to mergers and acquisitions, and the impacts of those events on our reported results, are as follows:
During the 2017 third quarter, $31 million of noninterest expense was recorded related to the acquisition of FirstMerit. This resulted in a negative impact of $0.02 per common share.
During the 2017 second quarter, $50 million of noninterest expense was recorded related to the acquisition of FirstMerit. This resulted in a negative impact of $0.03 per common share.
During the 2017 first quarter, $73 million of noninterest expense and $2 million of noninterest income was recorded related to the acquisition of FirstMerit. This resulted in a negative impact of $0.04 per common share.
The following table reflects the earnings impact of the above-mentioned Significant Items for the periods affected:
Table 3 - Significant Items Influencing Earnings Performance Comparison
 
Three Months Ended
 
September 30, 2018
 
June 30, 2018
 
September 30, 2017
(dollar amounts in millions, except per share amounts)
Amount
 
EPS (1)
 
Amount
 
EPS (1)
 
Amount
 
EPS (1)
Net income
$
378

 
 
 
$
355

 
 
 
$
275

 
 
Earnings per share, after-tax
 
 
$
0.33

 
 
 
$
0.30

 
 
 
$
0.23

 
 
 
 
 
 
 
 
 
 
 
 
Significant Items—favorable (unfavorable) impact:
Earnings
 
EPS (1)
 
Earnings
 
EPS (1)
 
Earnings
 
EPS (1)
Mergers and acquisitions, net expenses
$

 
 
 
$

 
 
 
$
(31
)
 
 
Tax impact

 
 
 

 
 
 
11

 
 
Mergers and acquisitions, after-tax
$

 
$

 
$

 
$

 
$
(20
)
 
$
(0.02
)

(1)
Based upon the quarterly average outstanding diluted common shares.

 
Nine Months Ended
 
September 30, 2018
 
September 30, 2017
(dollar amounts in millions, except per share amounts)
Amount
 
EPS (1)
 
Amount
 
EPS (1)
Net income
$
1,059

 
 
 
$
754

 
 
Earnings per share, after-tax
 
 
$
0.90

 
 
 
$
0.63

 
 
 
 
 
 
 
 
Significant Items—favorable (unfavorable) impact:
Earnings
 
EPS (1)
 
Earnings
 
EPS (1)
Mergers and acquisitions, net expenses
$

 
 
 
$
(152
)
 
 
Tax impact

 
 
 
53

 
 
Mergers and acquisitions, after-tax
$

 
$

 
$
(99
)
 
$
(0.09
)

(1)
Based upon the year to date average outstanding diluted common shares.


9

Table of Contents

Net Interest Income / Average Balance Sheet
The following tables detail the change in our average balance sheet and the net interest margin:
Table 4 - Consolidated Average Balance Sheet and Net Interest Margin Analysis
 
 
 
 
 
 
 
Average Balances
 
 
 
 
 
Three Months Ended
 
Change
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
3Q18 vs. 3Q17
(dollar amounts in millions)
2018
 
2018
 
2018
 
2017
 
2017
 
Amount
 
Percent
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
$
83

 
$
84

 
$
90

 
$
90

 
$
102

 
$
(19
)
 
(19
)%
Securities:
 
 
 
 
 
 
 
 
 
 
 
 


Trading account securities
82

 
82

 
87

 
87

 
92

 
(10
)
 
(11
)
Available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 


Taxable
10,469

 
10,832

 
11,158

 
11,154

 
11,680

 
(1,211
)
 
(10
)
Tax-exempt
3,496

 
3,554

 
3,633

 
3,404

 
3,160

 
336

 
11

Total available-for-sale securities
13,965

 
14,386

 
14,791

 
14,558

 
14,840

 
(875
)
 
(6
)
Held-to-maturity securities—taxable
8,560

 
8,706

 
8,877

 
9,066

 
8,264

 
296

 
4

Other securities
567

 
599

 
605

 
598

 
597

 
(30
)
 
(5
)
Total securities
23,174

 
23,773

 
24,360

 
24,309

 
23,793

 
(619
)
 
(3
)
Loans held for sale
745

 
619

 
478

 
598

 
678

 
67

 
10

Loans and leases: (3)
 
 
 
 
 
 
 
 
 
 
 
 


Commercial:
 
 
 
 
 
 
 
 
 
 
 
 


Commercial and industrial
28,870

 
28,863

 
28,243

 
27,445

 
27,643

 
1,227

 
4

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 


Construction
1,132

 
1,126

 
1,189

 
1,199

 
1,152

 
(20
)
 
(2
)
Commercial
6,019

 
6,233

 
6,142

 
5,997

 
6,064

 
(45
)
 
(1
)
Commercial real estate
7,151

 
7,359

 
7,331

 
7,196

 
7,216

 
(65
)
 
(1
)
Total commercial
36,021

 
36,222

 
35,574

 
34,641

 
34,859

 
1,162

 
3

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 


Automobile
12,368

 
12,271

 
12,100

 
11,963

 
11,713

 
655

 
6

Home equity
9,873

 
9,941

 
10,040

 
10,027

 
9,960

 
(87
)
 
(1
)
Residential mortgage
10,236

 
9,624

 
9,174

 
8,809

 
8,402

 
1,834

 
22

RV and marine finance
3,016

 
2,667

 
2,481

 
2,405

 
2,296

 
720

 
31

Other consumer
1,237

 
1,162

 
1,115

 
1,095

 
1,046

 
191

 
18

Total consumer
36,730

 
35,665

 
34,910

 
34,299

 
33,417

 
3,313

 
10

Total loans and leases
72,751

 
71,887

 
70,484

 
68,940

 
68,276

 
4,475

 
7

Allowance for loan and lease losses
(759
)
 
(742
)
 
(709
)
 
(688
)
 
(672
)
 
(87
)
 
(13
)
Net loans and leases
71,992

 
71,145

 
69,775

 
68,252

 
67,604

 
4,388

 
6

Total earning assets
96,753

 
96,363

 
95,412

 
93,937

 
92,849

 
3,904

 
4

Cash and due from banks
1,330

 
1,283

 
1,217

 
1,226

 
1,299

 
31

 
2

Intangible assets
2,305

 
2,318

 
2,332

 
2,346

 
2,359

 
(54
)
 
(2
)
All other assets
5,726

 
5,599

 
5,596

 
5,481

 
5,455

 
271

 
5

Total assets
$
105,355

 
$
104,821

 
$
103,848

 
$
102,302

 
$
101,290

 
$
4,065

 
4
 %
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
 


Deposits:
 
 
 
 
 
 
 
 
 
 
 
 


Demand deposits—noninterest-bearing
20,230

 
20,382

 
20,572

 
21,745

 
21,723

 
$
(1,493
)
 
(7
)%
Demand deposits—interest-bearing
19,553

 
19,121

 
18,630

 
18,175

 
17,878

 
1,675

 
9

Total demand deposits
39,783

 
39,503

 
39,202

 
39,920

 
39,601

 
182

 

Money market deposits
21,547

 
20,943

 
20,678

 
20,731

 
20,314

 
1,233

 
6

Savings and other domestic deposits
11,434

 
11,146

 
11,219

 
11,348

 
11,590

 
(156
)
 
(1
)
Core certificates of deposit
4,916

 
3,794

 
2,293

 
1,947

 
2,044

 
2,872

 
141

Total core deposits
77,680

 
75,386

 
73,392

 
73,946

 
73,549

 
4,131

 
6

Other domestic time deposits of $250,000 or more
285

 
243

 
247

 
400

 
432

 
(147
)
 
(34
)
Brokered deposits and negotiable CDs
3,533

 
3,661

 
3,307

 
3,391

 
3,563

 
(30
)
 
(1
)
Total deposits
81,498

 
79,290

 
76,946

 
77,737

 
77,544

 
3,954

 
5

Short-term borrowings
1,732

 
3,082

 
5,228

 
2,837

 
2,391

 
(659
)
 
(28
)
Long-term debt
8,915

 
9,225

 
8,958

 
9,232

 
8,949

 
(34
)
 

Total interest-bearing liabilities
71,915

 
71,215

 
70,560

 
68,061

 
67,161

 
4,754

 
7

All other liabilities
2,054

 
1,891

 
1,861

 
1,819

 
1,661

 
393

 
24

Shareholders’ equity
11,156

 
11,333

 
10,855

 
10,677

 
10,745

 
411

 
4

Total liabilities and shareholders’ equity
$
105,355

 
$
104,821

 
$
103,848

 
$
102,302

 
$
101,290

 
$
4,065

 
4
 %


10

Table of Contents

Table 4 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued)
 
 
 
 
 
 
 
 
 
 
 
Average Yield Rates (2)
 
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
Fully-taxable equivalent basis (1)
2018
 
2018
 
2018
 
2017
 
2017
Assets:
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
1.95
%
 
1.95
%
 
1.97
%
 
1.92
%
 
1.77
%
Securities:
 
 
 
 
 
 
 
 
 
Trading account securities
0.26

 
0.23

 
0.15

 
0.21

 
0.16

Available-for-sale securities:
 
 
 
 
 
 
 
 
 
Taxable
2.61

 
2.63

 
2.51

 
2.45

 
2.38

Tax-exempt
3.53

 
3.35

 
3.18

 
3.76

 
3.62

Total available-for-sale securities
2.84

 
2.81

 
2.67

 
2.75

 
2.64

Held-to-maturity securities—taxable
2.43

 
2.42

 
2.45

 
2.41

 
2.36

Other securities
4.58

 
4.58

 
3.98

 
3.86

 
3.35

Total securities
2.73

 
2.71

 
2.62

 
2.64

 
2.55

Loans held for sale
4.45

 
4.17

 
3.82

 
3.68

 
3.83

Loans and leases: (3)
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial and industrial
4.64

 
4.52

 
4.28

 
4.17

 
4.05

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction
5.31

 
5.26

 
4.73

 
4.47

 
4.55

Commercial
4.63

 
4.58

 
4.24

 
4.03

 
4.08

Commercial real estate
4.74

 
4.68

 
4.32

 
4.10

 
4.16

Total commercial
4.66

 
4.55

 
4.29

 
4.15

 
4.07

Consumer:
 
 
 
 
 
 
 
 
 
Automobile
3.75

 
3.63

 
3.56

 
3.61

 
3.60

Home equity
5.21

 
5.09

 
4.90

 
4.71

 
4.72

Residential mortgage
3.78

 
3.69

 
3.66

 
3.66

 
3.65

RV and marine finance
5.06

 
5.11

 
5.11

 
5.25

 
5.43

Other consumer
12.16

 
11.90

 
11.78

 
11.53

 
11.59

Total consumer
4.54

 
4.43

 
4.34

 
4.31

 
4.32

Total loans and leases
4.60

 
4.49

 
4.32

 
4.23

 
4.20

Total earning assets
4.16

 
4.07

 
3.91

 
3.83

 
3.78

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing

 

 

 

 

Demand deposits—interest-bearing
0.45

 
0.38

 
0.29

 
0.26

 
0.23

Total demand deposits
0.22

 
0.18

 
0.14

 
0.12

 
0.10

Money market deposits
0.77

 
0.60

 
0.45

 
0.40

 
0.36

Savings and other domestic deposits
0.24

 
0.21

 
0.20

 
0.20

 
0.20

Core certificates of deposit
1.82

 
1.56

 
1.01

 
0.75

 
0.73

Total core deposits
0.65

 
0.51

 
0.36

 
0.32

 
0.30

Other domestic time deposits of $250,000 or more
1.40

 
1.01

 
0.69

 
0.54

 
0.61

Brokered deposits and negotiable CDs
1.98

 
1.81

 
1.47

 
1.21

 
1.16

Total deposits
0.73

 
0.59

 
0.43

 
0.37

 
0.35

Short-term borrowings
1.98

 
1.82

 
1.47

 
1.15

 
0.95

Long-term debt
3.78

 
3.75

 
2.92

 
2.73

 
2.65

Total interest-bearing liabilities
1.13

 
1.05

 
0.82

 
0.73

 
0.68

Net interest rate spread
3.03

 
3.02

 
3.09

 
3.10

 
3.10

Impact of noninterest-bearing funds on margin
0.29

 
0.27

 
0.21

 
0.20

 
0.19

Net interest margin
3.32
%
 
3.29
%
 
3.30
%
 
3.30
%
 
3.29
%

(1)
FTE yields are calculated assuming a 21% tax rate and a 35% tax rate for periods prior to January 1, 2018.
(2)
Loan and lease and deposit average rates include impact of applicable derivatives, non-deferrable fees, and amortized fees.
(3)
For purposes of this analysis, NALs are reflected in the average balances of loans.


11

Table of Contents

2018 Third Quarter versus 2017 Third Quarter
FTE net interest income for the 2018 third quarter increased $39 million, or 5%, from the 2017 third quarter. This reflected the benefit from the $3.9 billion, or 4%, increase in average earning assets and a three basis point increase in the FTE NIM to 3.32%. Average earning asset yields increased 38 basis points year-over-year, driven by a 40 basis point improvement in loan yields. Average funding costs increased 45 basis points, although interest-bearing deposit costs only increased 38 basis points. The cost of short-term borrowings and long-term debt increased 103 basis points and 113 basis points, respectively. The benefit from noninterest-bearing funds increased 10 basis points versus the year-ago quarter. Embedded within these yields and costs, FTE net interest income during the 2018 third quarter included $17 million, or approximately seven basis points, of purchase accounting impact compared to $27 million, or approximately 12 basis points, in the year-ago quarter.
Average earning assets for the 2018 third quarter increased $3.9 billion, or 4%, from the year-ago quarter, primarily reflecting a $4.5 billion, or 7%, increase in average loans and leases. Average residential mortgage loans increased $1.8 billion, or 22%, driven by an increase in lending officers and expansion into the Chicago market. Average C&I loans increased $1.2 billion, or 4%, reflecting growth in middle market, asset finance, energy, and corporate banking. Average RV and marine finance loans increased $0.7 billion, or 31%, reflecting the success of the well-managed expansion of the acquired business into 17 new states over the past two years. Average automobile loans increased $0.7 billion, or 6%, driven by continued strong originations while consistently increasing pricing over the past year. Average securities decreased $0.6 billion, or 3%, primarily due to runoff in the portfolio partially offset by continued growth in direct purchase municipal instruments in our commercial banking segment.
Average total interest-bearing liabilities increased $4.8 billion, or 7%, from the year-ago quarter. Average total deposits for the 2018 third quarter increased $4.0 billion, or 5%, from the year-ago quarter, while average total core deposits increased $4.1 billion, or 6%. Average core certificates of deposit (CDs) increased $2.9 billion, or 141%, reflecting initiatives during the past three quarters to grow fixed-rate, term consumer deposits in light of the rising interest rate environment. Average money market deposits increased $1.2 billion, or 6%, primarily reflecting growth in consumer balances and continued shifting commercial customer preferences for higher yielding deposit products. Average demand deposits increased $0.2 billion, or less than 1%, primarily driven by a $0.2 billion, or 5% increase in average consumer noninterest-bearing demand deposits. Average short-term borrowings decreased $0.7 billion, or 28%, as continued growth in core deposits reduced reliance on wholesale funding.
2018 Third Quarter versus 2018 Second Quarter
Compared to the 2018 second quarter, FTE net interest income increased $19 million, or 2%, primarily reflecting a three basis point increase in FTE NIM. Average earning asset yields increased nine basis points sequentially, driven by an 11 basis point increase in loan yields. Average funding costs increased eight basis points. Average interest-bearing deposit costs increased 14 basis points linked quarter, while the benefit of noninterest-bearing funding improved two basis points. The purchase accounting impact on the net interest margin was approximately seven basis points in the 2018 third quarter, down one basis point from the prior quarter.
Compared to the 2018 second quarter, average earning assets increased $0.4 billion, or less than 1%, primarily reflecting the $0.9 billion, or 1%, increase in average loans and leases. Average residential mortgage loans increased $0.6 billion, or 6%, driven by seasonality and the expansion of our home lending business. Average securities decreased $0.6 billion, or 3%, due to runoff in the portfolio.
Compared to the 2018 second quarter, average total core deposits increased $2.3 billion, or 3%. Average core CDs increased $1.1 billion, or 30%, as a result of continued initiatives to grow fixed-rate, term consumer deposits in light of the rising interest rate environment. Average money market deposits increased $0.6 billion, or 3%, primarily driven by a $0.5 billion, or 4%, increase in average consumer money market deposits. Average short-term borrowings decreased $1.4 billion, or 44%, as continued growth in core deposits reduced reliance on wholesale funding.

12

Table of Contents

Table 5 - Consolidated YTD Average Balance Sheets and Net Interest Margin Analysis
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
YTD Average Balances
 
YTD Average Rates (2)
 
Nine Months Ended September 30,
 
Change
 
Nine Months Ended September 30,
Fully-taxable equivalent basis (1)
2018
 
2017
 
Amount
 
Percent
 
2018
 
2017
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits in banks
$
86

 
$
102

 
$
(16
)
 
(16
)%
 
1.95
%
 
1.46
%
Securities:
 
 
 
 


 


 
 
 
 
Trading account securities
84

 
107

 
(23
)
 
(21
)
 
0.21

 
0.17

Available-for-sale securities:
 
 
 
 


 


 
 
 
 
Taxable
10,817

 
12,157

 
(1,340
)
 
(11
)
 
2.58

 
2.36

Tax-exempt
3,561

 
3,105

 
456

 
15

 
3.35

 
3.70

Total available-for-sale securities
14,378

 
15,262

 
(884
)
 
(6
)
 
2.77

 
2.63

Held-to-maturity securities—taxable
8,713

 
7,785

 
928

 
12

 
2.43

 
2.37

Other securities
590

 
578

 
12

 
2

 
4.38

 
3.28

Total securities
23,765

 
23,732

 
33

 

 
2.69

 
2.55

Loans held for sale
615

 
540

 
75

 
14

 
4.19

 
3.79

Loans and leases: (3)
 
 
 
 
 
 


 
 
 
 
Commercial:
 
 
 
 
 
 


 
 
 
 
Commercial and industrial
28,661

 
27,852

 
809

 
3

 
4.48

 
4.03

Commercial real estate:
 
 
 
 
 
 


 
 
 
 
Construction
1,149

 
1,198

 
(49
)
 
(4
)
 
5.09

 
4.24

Commercial
6,131

 
6,014

 
117

 
2

 
4.49

 
3.92

Commercial real estate
7,280

 
7,212

 
68

 
1

 
4.58

 
3.97

Total commercial
35,941

 
35,064

 
877

 
3

 
4.50

 
4.01

Consumer:
 
 
 
 
 
 


 
 
 
 
Automobile
12,247

 
11,369

 
878

 
8

 
3.65

 
3.57

Home equity
9,948

 
9,983

 
(35
)
 

 
5.07

 
4.60

Residential mortgage
9,682

 
8,055

 
1,627

 
20

 
3.71

 
3.65

RV and marine finance
2,723

 
2,071

 
652

 
31

 
5.09

 
5.54

Other consumer
1,175

 
997

 
178

 
18

 
11.91

 
11.53

Total consumer
35,775

 
32,475

 
3,300

 
10

 
4.44

 
4.27

Total loans and leases
71,716

 
67,539

 
4,177

 
6

 
4.47

 
4.14

Allowance for loan and lease losses
(737
)
 
(660
)
 
(77
)
 
(12
)
 
 
 
 
Net loans and leases
70,979

 
66,879

 
4,100

 
6

 
 
 
 
Total earning assets
96,182

 
91,913

 
4,269

 
5

 
4.05
%
 
3.75
%
Cash and due from banks
1,277

 
1,530

 
(253
)
 
(17
)
 
 
 
 
Intangible assets
2,318

 
2,373

 
(55
)
 
(2
)
 
 
 
 
All other assets
5,640

 
5,433

 
207

 
4

 
 
 
 
Total assets
$
104,680

 
$
100,589

 
$
4,091

 
4
 %
 
 
 
 
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 


 
 
 
 
Deposits:
 
 
 
 
 
 


 
 
 
 
Demand deposits—noninterest-bearing
$
20,393

 
$
21,684

 
$
(1,291
)
 
(6
)%
 
%
 
%
Demand deposits—interest-bearing
19,105

 
17,380

 
1,725

 
10

 
0.37

 
0.20

Total demand deposits
39,498

 
39,064

 
434

 
1

 
0.18

 
0.09

Money market deposits
21,059

 
19,399

 
1,660

 
9

 
0.61

 
0.31

Savings and other domestic deposits
11,267

 
11,815

 
(548
)
 
(5
)
 
0.22

 
0.21

Core certificates of deposit
3,677

 
2,176

 
1,501

 
69

 
1.57

 
0.55

Total core deposits
75,501

 
72,454

 
3,047

 
4

 
0.51

 
0.26

Other domestic time deposits of $250,000 or more
259

 
460

 
(201
)
 
(44
)
 
1.05

 
0.51

Brokered deposits and negotiable CDs
3,501

 
3,770

 
(269
)
 
(7
)
 
1.76

 
0.93

Total deposits
79,261

 
76,684

 
2,577

 
3

 
0.59

 
0.31

Short-term borrowings
3,335

 
2,952

 
383

 
13

 
1.67

 
0.76

Long-term debt
9,033

 
8,738

 
295

 
3

 
3.48

 
2.49

Total interest-bearing liabilities
71,236

 
66,690

 
4,546

 
7

 
1.01

 
0.61

All other liabilities
1,935

 
1,627

 
308

 
19

 
 
 
 
Shareholders’ equity
11,116

 
10,588

 
528

 
5

 
 
 
 
Total liabilities and shareholders’ equity
$
104,680

 
$
100,589

 
$
4,091

 
4
 %
 
 
 
 
Net interest rate spread
 
 
 
 
 
 
 
 
3.05

 
3.13

Impact of noninterest-bearing funds on margin
 
 
 
 
 
 
 
 
0.26

 
0.17

Net interest margin
 
 
 
 
 
 
 
 
3.31
%
 
3.30
%
(1)
FTE yields are calculated assuming a 21% tax rate and a 35% tax rate for periods prior to January 1, 2018.
(2)
Loan and lease and deposit average rates include impact of applicable derivatives, non-deferrable fees, and amortized fees.
(3)
For purposes of this analysis, NALs are reflected in the average balances of loans.


13

Table of Contents

2018 First Nine Months versus 2017 First Nine Months
FTE net interest income for the first nine-month period of 2018 increased $107 million, or 5%. This reflected the benefit of a $4.3 billion, or 5%, increase in average total earning assets and a basis point increase in the FTE NIM to 3.31%. Average loans and leases increased $4.2 billion, or 6%, primarily reflecting an increase in C&I, automobile, residential mortgage and RV and marine finance lending. Average earning asset yields increased 30 basis points sequentially, driven by a 33 basis point increase in loan yields. Average funding costs increased 40 basis points, although interest-bearing deposit costs only increased 28 basis points. The cost of short-term borrowings and long-term debt increased 91 basis points and 99 basis points, respectively. The benefit from noninterest-bearing funds increased nine basis points versus the year-ago period.

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 inherent in the loan and lease portfolio and the portfolio of unfunded loan commitments and letters-of-credit.
The provision for credit losses for the 2018 third quarter was $53 million, which increased $10 million, or 23%, compared to the third quarter 2017. On a year-to-date basis, the provision for credit losses for the first nine-month period of 2018 was $175 million, an increase of $39 million, or 29%, compared to year-ago period. The increases from the 2017 third quarter and prior year-to-date provision expense levels are primarily attributed to loan balance growth across the portfolio and downgrades within the Commercial loan portfolios.
Noninterest Income
The following table reflects noninterest income for each of the periods presented: 
Table 6 - Noninterest Income
 
Three Months Ended
 
3Q18 vs. 3Q17
 
3Q18 vs. 2Q18
 
September 30,
 
June 30,
 
September 30,
 
Change
 
Change
(dollar amounts in millions)
2018
 
2018
 
2017
 
Amount
 
Percent
 
Amount
 
Percent
Service charges on deposit accounts
$
93

 
$
91

 
$
91

 
$
2

 
2
 %
 
$
2

 
2
 %
Cards and payment processing income
57

 
56

 
54

 
3

 
6

 
1

 
2

Trust and investment management services
43

 
42

 
39

 
4

 
10

 
1

 
2

Mortgage banking income
31

 
28

 
34

 
(3
)
 
(9
)
 
3

 
11

Insurance income
19

 
21

 
18

 
1

 
6

 
(2
)
 
(10
)
Capital markets fees
22

 
21

 
22

 

 

 
1

 
5

Bank owned life insurance income
19

 
17

 
16

 
3

 
19

 
2

 
12

Gain on sale of loans and leases
16

 
15

 
14

 
2

 
14

 
1

 
7

Securities gains (losses)
(2
)
 

 

 
(2
)
 
(100
)
 
(2
)
 
(100
)
Other income
44

 
45

 
42

 
2

 
5

 
(1
)
 
(2
)
Total noninterest income
$
342

 
$
336

 
$
330

 
$
12

 
4
 %
 
$
6

 
2
 %
2018 Third Quarter versus 2017 Third Quarter
Reported noninterest income for the 2018 third quarter increased $12 million, or 4%, from the year-ago quarter. The growth represents ongoing household / relationship acquisition and execution of our strategies including our OCR strategy.
2018 Third Quarter versus 2018 Second Quarter
Compared to the 2018 second quarter, reported noninterest income increased $6 million, or 2%. The growth represents ongoing household / relationship acquisition and execution of our strategies including our OCR strategy.

14

Table of Contents

Table 7 - Noninterest Income—2018 First Nine Months vs. 2017 First Nine Months
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions)
2018
 
2017
 
Amount
 
Percent
Service charges on deposit accounts
$
270

 
$
262

 
$
8

 
3
 %
Cards and payment processing income
166

 
153

 
13

 
8

Trust and investment management services
129

 
115

 
14

 
12

Mortgage banking income
85

 
98

 
(13
)
 
(13
)
Insurance income
61

 
60

 
1

 
2

Capital markets fees
62

 
53

 
9

 
17

Bank owned life insurance income
51

 
49

 
2

 
4

Gain on sale of loans and leases
39

 
39

 

 

Securities gains (losses)
(2
)
 

 
(2
)
 
(100
)
Other income
131

 
138

 
(7
)
 
(5
)
Total noninterest income
$
992

 
$
967

 
$
25

 
3
 %

Noninterest income for the first nine-month period of 2018 increased $25 million, or 3%, from the year-ago period, primarily reflecting ongoing household / relationship acquisition and execution of our Optimal Customer Relationship (OCR) strategy. Trust and investment management services increased $14 million, or 12%, primarily reflecting continued growth of managed accounts and strong equity market performance. Cards and payment processing income increased $13 million, or 8%, due to higher check card interchange income and underlying customer growth. Capital market fees increased $9 million, or 17%, reflecting increased foreign exchange and interest rate derivative activity. Service charges on deposit accounts increased $8 million, or 3%, due to an increase in commercial and personal service charges. Mortgage banking decreased $13 million, or 13%, driven by lower margins on loans sold. Other income decreased $7 million, or 5%, reflecting an unfavorable Visa Class B derivative fair value adjustment.

Noninterest Expense
(This section should be read in conjunction with Significant Items.)
The following table reflects noninterest expense for each of the periods presented: 
Table 8 - Noninterest Expense
 
Three Months Ended
 
3Q18 vs. 3Q17
 
3Q18 vs. 2Q18
 
September 30,
 
June 30,
 
September 30,
 
Change
 
Change
(dollar amounts in millions)
2018
 
2018
 
2017
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
388

 
$
396

 
$
377

 
$
11

 
3
 %
 
$
(8
)
 
(2
)%
Outside data processing and other services
69

 
69

 
80

 
(11
)
 
(14
)
 

 

Net occupancy
38

 
35

 
55

 
(17
)
 
(31
)
 
3

 
9

Equipment
38

 
38

 
45

 
(7
)
 
(16
)
 

 

Deposit and other insurance expense
18

 
18

 
19

 
(1
)
 
(5
)
 

 

Professional services
17

 
15

 
15

 
2

 
13

 
2

 
13

Marketing
12

 
18

 
17

 
(5
)
 
(29
)
 
(6
)
 
(33
)
Amortization of intangibles
13

 
13

 
14

 
(1
)
 
(7
)
 

 

Other noninterest expense
58

 
50

 
58

 

 

 
8

 
16

Total noninterest expense
$
651

 
$
652

 
$
680

 
$
(29
)
 
(4
)%
 
$
(1
)
 
 %
Number of employees (average full-time equivalent)
15,772

 
15,732

 
15,508

 
264

 
2
 %
 
40

 
 %

15

Table of Contents

Impacts of Significant Items:
 
Three Months Ended
 
September 30,
 
June 30,
 
September 30,
(dollar amounts in millions)
2018
 
2018
 
2017
Personnel costs
$

 
$

 
$
4

Outside data processing and other services

 

 
4

Net occupancy

 

 
14

Equipment

 

 
7

Professional services

 

 
2

Total noninterest expense adjustments
$

 
$

 
$
31

Adjusted Noninterest Expense (See Non-GAAP Financial Measures in the Additional Disclosures section):
 
Three Months Ended
 
3Q18 vs. 3Q17
 
3Q18 vs. 2Q18
 
September 30,
 
June 30,
 
September 30,
 
Change
 
Change
(dollar amounts in millions)
2018
 
2018
 
2017
 
Amount
 
Percent
 
Amount
 
Percent
Personnel costs
$
388

 
$
396

 
$
373

 
$
15

 
4
 %
 
$
(8
)
 
(2
)%
Outside data processing and other services
69

 
69

 
76

 
(7
)
 
(9
)
 

 

Net occupancy
38

 
35

 
41

 
(3
)
 
(7
)
 
3

 
9

Equipment
38

 
38

 
38

 

 

 

 

Deposit and other insurance expense
18

 
18

 
19

 
(1
)
 
(5
)
 

 

Professional services
17

 
15

 
13

 
4

 
31

 
2

 
13

Marketing
12

 
18

 
17

 
(5
)
 
(29
)
 
(6
)
 
(33
)
Amortization of intangibles
13

 
13

 
14

 
(1
)
 
(7
)
 

 

Other noninterest expense
58

 
50

 
58

 

 

 
8

 
16

Total adjusted noninterest expense (Non-GAAP)
$
651

 
$
652

 
$
649

 
$
2

 
 %
 
$
(1
)
 
 %
2018 Third Quarter versus 2017 Third Quarter
Reported noninterest expense for the 2018 third quarter decreased $29 million, or 4%, from the year-ago quarter, primarily reflecting the $31 million of acquisition-related Significant Items in the year-ago quarter. Net occupancy expense decreased $17 million, or 31%, primarily reflecting $14 million of acquisition-related expense. Outside data processing and other services decreased $11 million, or 14%, reflecting the $4 million decrease in acquisition-related Significant Items and the benefit of a card-related vendor migration completed in the year-ago quarter. Marketing expense decreased $5 million, or 29%, reflecting the timing of marketing campaigns and deposit promotions. Personnel costs increased $11 million, or 3%, primarily reflecting performance-based incentive compensation and increased benefits costs, partially offset by a $4 million decrease in acquisition-related Significant Items.
2018 Third Quarter versus 2018 Second Quarter
Reported noninterest expense decreased $1 million, or less than 1%, from the 2018 second quarter. Personnel costs decreased $8 million, or 2%, primarily reflecting the grant of annual long-term equity incentive compensation in the 2018 second quarter. Marketing expense decreased $6 million, or 33%, reflecting the timing of marketing campaigns and deposit promotions. Operational losses and franchise tax expense, both within other expense, partially offset these decreases.

 

16

Table of Contents

Table 9 - Noninterest Expense—2018 First Nine Months vs. 2017 First Nine Months
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions)
2018
 
2017
 
Amount
 
Percent
Personnel costs
$
1,160

 
$
1,151

 
$
9

 
1
 %
Outside data processing and other services
211

 
242

 
(31
)
 
(13
)
Net occupancy
114

 
176

 
(62
)
 
(35
)
Equipment
116

 
135

 
(19
)
 
(14
)
Deposit and other insurance expense
54

 
59

 
(5
)
 
(8
)
Professional services
43

 
51

 
(8
)
 
(16
)
Marketing
38

 
50

 
(12
)
 
(24
)
Amortization of intangibles
40

 
42

 
(2
)
 
(5
)
Other noninterest expense
160

 
176

 
(16
)
 
(9
)
Total noninterest expense
$
1,936

 
$
2,082

 
$
(146
)
 
(7
)%
Impacts of Significant Items: 
 
Nine Months Ended September 30,
(dollar amounts in millions)
2018
 
2017
Personnel costs
$

 
$
42

Outside data processing and other services

 
24

Net occupancy

 
52

Equipment

 
16

Professional services

 
10

Marketing

 
1

Other noninterest expense

 
9

Total noninterest expense adjustments
$

 
$
154

Adjusted Noninterest Expense (See Non-GAAP Financial Measures in Additional Disclosures section):
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions)
2018
 
2017
 
Amount
 
Percent
Personnel costs
$
1,160

 
$
1,109

 
$
51

 
5
 %
Outside data processing and other services
211

 
218

 
(7
)
 
(3
)
Net occupancy
114

 
124

 
(10
)
 
(8
)
Equipment
116

 
119

 
(3
)
 
(3
)
Deposit and other insurance expense
54

 
59

 
(5
)
 
(8
)
Professional services
43

 
41

 
2

 
5

Marketing
38

 
49

 
(11
)
 
(22
)
Amortization of intangibles
40

 
42

 
(2
)
 
(5
)
Other noninterest expense
160

 
167

 
(7
)
 
(4
)
Total adjusted noninterest expense (Non-GAAP)
$
1,936

 
$
1,928

 
$
8

 
 %

Reported noninterest expense decreased $146 million, or 7%, from the year-ago period, primarily reflecting the $154 million of acquisition-related Significant Items in the year-ago period. Net occupancy expense decreased $62 million, or 35%, primarily reflecting $52 million of acquisition-related expense. Outside data processing and other services decreased $31 million, or 13%, reflecting $24 million of acquisition-related expense. Equipment expense decreased $19 million, or 14%, primarily due to $16 million of acquisition-related expense. Other noninterest expense decreased $16 million, or 9%, reflecting $9 million of acquisition-related expense. Professional services decreased $8 million, or 16%, primarily reflecting $10 million of acquisition-related expense in the year-ago period.


17

Table of Contents

Provision for Income Taxes
The provision for income taxes in the 2018 third quarter was $62 million. This compared with a provision for income taxes of $90 million in the 2017 third quarter and $57 million in the 2018 second quarter. The provision for income taxes for the nine-month periods ended September 30, 2018 and September 30, 2017 was $178 million and $228 million, respectively. All periods included the benefits from tax-exempt income, tax-advantaged investments, general business credits, investments in qualified affordable housing projects, excess tax deductions for stock-based compensation, and capital losses. The 2018 third quarter and 2018 second quarter also included expense for nondeductible FDIC insurance premiums. The effective tax rates for the 2018 third quarter, 2017 third quarter, and 2018 second quarter were 14.1%, 24.7%, and 13.8%, respectively. The effective tax rates for the nine month periods ended September 30, 2018 and September 30, 2017 were 14.4% and 23.2%, respectively. The variance between the 2018 third quarter compared to the 2017 third quarter, and the nine month period ended September 30, 2018 compared to the nine month period ended September 30, 2017 in the provision for income taxes and effective tax rates relates primarily to the impact of the TCJA. The net federal deferred tax liability was $111 million and the net state deferred tax asset was $26 million at September 30, 2018.
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. Certain proposed adjustments resulting from the IRS examination of our 2010 through 2011 tax returns have been settled, subject to final approval by the Joint Committee on Taxation of the U.S. Congress. While the statute of limitations remains open for tax years 2012 through 2016, the IRS has advised that tax years 2012 through 2014 will not be audited, and began the examination of the 2015 federal income tax return in second quarter 2018. Various state and other jurisdictions remain open to examination, including Ohio, Kentucky, Indiana, Michigan, Pennsylvania, West Virginia, Wisconsin, and Illinois.
As a result of the TCJA, the Company recorded a benefit of $163 million for the effects of the change in tax law including all materially impacted items and for which the accounting under ASC 740 is complete. This includes a $161 million tax benefit recognized in the year ended December 31, 2017, and an additional $2 million tax benefit recorded in the 2018 third quarter. The Company made reasonable estimates resulting in $37 million of tax expense reported as a provisional amount. This includes $38 million of tax expense recognized in the year ended December 31, 2017, and a tax benefit of $1 million recorded in the 2018 third quarter.
RISK MANAGEMENT AND CAPITAL
We use a multi-faceted approach to risk governance. It begins with the board of directors defining our risk appetite as aggregate moderate-to-low. Risk awareness, identification and assessment, reporting, and active management are key elements in overall risk management. Controls include, among others, effective segregation of duties, access, authorization and reconciliation procedures, as well as staff education and a disciplined assessment process.
We believe that our primary risk exposures are credit, market, liquidity, operational and compliance. More information on risk can be found in the Risk Factors section included in Item 1A of our 2017 Form 10-K and subsequent filings with the SEC. The MD&A included in our 2017 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 2017 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, HTM, and other securities portfolios (see Note 4, 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 management 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 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.

18

Table of Contents

Loan and Lease Credit Exposure Mix
Refer to the “Loan and Lease Credit Exposure Mix” section of our 2017 Form 10-K for a brief description of each portfolio segment.
The table below provides the composition of our total loan and lease portfolio: 
Table 10 - Loan and Lease Portfolio Composition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollar amounts in millions)
September 30,
2018
 
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
29,196

 
40
%
 
$
28,850

 
40
%
 
$
28,622

 
40
%
 
$
28,107

 
40
%
 
$
27,469

 
40
%
Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
1,111

 
2

 
1,083

 
1

 
1,167

 
2

 
1,217

 
2

 
1,182

 
2

Commercial
5,962

 
8

 
6,118

 
8

 
6,245

 
9

 
6,008

 
9

 
6,024

 
9

Commercial real estate
7,073

 
10

 
7,201

 
9

 
7,412

 
11

 
7,225

 
11

 
7,206

 
11

Total commercial
36,269

 
50

 
36,051

 
49

 
36,034

 
51

 
35,332

 
51

 
34,675

 
51

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
12,375

 
17

 
12,390

 
17

 
12,146

 
17

 
12,100

 
17

 
11,876

 
17

Home equity
9,850

 
13

 
9,907

 
14

 
9,987

 
14

 
10,099

 
14

 
9,985

 
15

Residential mortgage
10,459

 
14

 
10,006

 
14

 
9,357

 
13

 
9,026

 
13

 
8,616

 
13

RV and marine finance
3,152

 
4

 
2,846

 
4

 
2,549

 
3

 
2,438

 
3

 
2,371

 
3

Other consumer
1,265

 
2

 
1,206

 
2

 
1,090

 
2

 
1,122

 
2

 
1,064

 
1

Total consumer
37,101

 
50

 
36,355

 
51

 
35,129

 
49

 
34,785

 
49

 
33,912

 
49

Total loans and leases
$
73,370

 
100
%
 
$
72,406

 
100
%
 
$
71,163

 
100
%
 
$
70,117

 
100
%
 
$
68,587

 
100
%
Our loan portfolio is composed of a managed mix of consumer and commercial credits. At the corporate level, we manage the overall credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage of capital. C&I lending by NAICS categories, specific limits for CRE 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. There are no identified concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the ROC of the Board 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.
Commercial Credit
Refer to the “Commercial Credit” section of our 2017 Form 10-K for our commercial credit underwriting and on-going credit management processes.
Consumer Credit
Refer to the “Consumer Credit” section of our 2017 Form 10-K for our consumer credit underwriting and on-going credit management processes.


19

Table of Contents

The table below provides our total loan and lease portfolio segregated by industry type. The changes in the industry composition from December 31, 2017 are consistent with the portfolio growth metrics.
Table 11 - Loan and Lease Portfolio by Industry Type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollar amounts in millions)
September 30,
2018
 
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
Commercial loans and leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate and rental and leasing
7,187

 
10
%
 
$
7,314

 
10
%
 
$
7,509

 
11
%
 
$
7,378

 
11
%
 
$
7,461

 
11
%
Retail trade (1)
4,987

 
7

 
4,886

 
7

 
5,034

 
7

 
4,886

 
7

 
4,643

 
7

Manufacturing
4,817

 
7

 
4,867

 
7

 
4,780

 
7

 
4,791

 
7

 
4,874

 
7

Finance and insurance
3,345

 
5

 
3,188

 
4

 
3,216

 
5

 
3,044

 
4

 
2,900

 
4

Wholesale trade
2,609

 
4

 
2,575

 
4

 
2,472

 
3

 
2,291

 
3

 
2,070

 
3

Health care and social assistance
2,582

 
4

 
2,589

 
4

 
2,649

 
4

 
2,664

 
4

 
2,727

 
4

Accommodation and food services
1,636

 
2

 
1,657

 
2

 
1,675

 
2

 
1,617

 
2

 
1,653

 
2

Other services
1,312

 
2

 
1,266

 
2

 
1,263

 
2

 
1,296

 
2

 
1,265

 
2

Professional, scientific, and technical services
1,269

 
2

 
1,303

 
2

 
1,293

 
2

 
1,257

 
2

 
1,230

 
2

Transportation and warehousing
1,176

 
2

 
1,209

 
2

 
1,171

 
2

 
1,243

 
2

 
1,255

 
2

Mining, quarrying, and oil and gas extraction
1,045

 
1

 
899

 
1

 
780

 
1

 
694

 
1

 
619

 
1

Construction
986

 
1

 
1,010

 
1

 
1,030

 
1

 
976

 
1

 
913

 
1

Admin./Support/Waste Mgmt. and Remediation Services
664

 
1

 
611

 
1

 
551

 
1

 
561

 
1

 
484

 
1

Arts, entertainment, and recreation
585

 
1

 
503

 
1

 
525

 
1

 
593

 
1

 
530

 
1

Educational services
482

 
1

 
493

 
1

 
498

 
1

 
504

 
1

 
509

 
1

Utilities
459

 

 
417

 

 
410

 

 
389

 
1

 
431

 
1

Information
346

 

 
395

 

 
434

 
1

 
467

 
1

 
468

 
1

Unclassified/Other
266

 

 
336

 

 
244

 

 
163

 

 
122

 

Public administration
253

 

 
255

 

 
236

 

 
255

 

 
262

 

Agriculture, forestry, fishing and hunting
178

 

 
195

 

 
164

 

 
172

 

 
176

 

Management of companies and enterprises
85

 

 
83

 

 
100

 

 
91

 

 
83

 

Total commercial loans and leases by industry category
36,269

 
50

 
36,051

 
49

 
36,034

 
51

 
35,332

 
51

 
34,675

 
51

Automobile
12,375

 
17

 
12,390

 
17

 
12,146

 
17

 
12,100

 
17

 
11,876

 
17

Home Equity
9,850

 
13

 
9,907

 
14

 
9,987

 
14

 
10,099

 
14

 
9,985

 
15

Residential mortgage
10,459

 
14

 
10,006

 
14

 
9,357

 
13

 
9,026

 
13

 
8,616

 
13

RV and marine finance
3,152

 
4

 
2,846

 
4

 
2,549

 
3

 
2,438

 
3

 
2,371

 
3

Other consumer loans
1,265

 
2

 
1,206

 
2

 
1,090

 
2

 
1,122

 
2

 
1,064

 
1

Total loans and leases
73,370

 
100
%
 
$
72,406

 
100
%
 
$
71,163

 
100
%
 
$
70,117

 
100
%
 
$
68,587

 
100
%
(1)
Amounts include $3.3 billion, $3.2 billion, $3.4 billion, $3.2 billion and $3.0 billion of auto dealer services loans at September 30, 2018, June 30, 2018, March 31, 2018, December 31, 2017 and September 30, 2017, respectively.
Credit Quality
(This section should be read in conjunction with Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
We believe the most meaningful way to assess overall credit quality performance is through an analysis of specific performance ratios. This approach forms the basis of the discussion in the sections immediately following: NPAs, NALs, TDRs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.

20

Table of Contents

Credit quality performance in the 2018 third quarter reflected continued overall positive results with low net charge-offs. Total NCOs were $29 million, or 0.16% annualized, of average total loans and leases. NCOs remained relatively flat with an increase of $1 million from the prior quarter. Commercial loans were in a net recovery position of $4 million for the third quarter. There was a 2% decline in NPAs from the prior quarter. NPAs to total loans and leases remains low at 0.55%. The ALLL to total loans and leases ratio increased two basis points to 1.04%. The ACL to total loans and leases ratio increased two basis points to 1.17%.

NPAs, NALs, AND TDRs
(This section should be read in conjunction with Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements and "Credit Quality" section of our 2017 Form 10-K.)
NPAs and NALs
Commercial loans (except for purchased credit impaired loans) are generally placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt.  Of the $230 million of commercial related NALs at September 30, 2018, $154 million, or 67%, 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, RV and marine finance and other consumer loans are generally charged-off at 120-days past due.
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 12 - Nonaccrual Loans and Leases and Nonperforming Assets
 
 
 
 
 
 
 
 
 
 
(dollar amounts in millions)
September 30,
2018
 
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
Nonaccrual loans and leases (NALs):
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
211

 
$
207

 
$
190

 
$
161

 
$
170

Commercial real estate
19

 
25

 
30

 
29

 
18

Automobile
5

 
4

 
5

 
6

 
4

Home equity
67

 
68

 
75

 
68

 
71

Residential mortgage
67

 
73

 
82

 
84

 
75

RV and marine finance
1

 
1

 
1

 
1

 

Other consumer

 

 

 

 

Total nonaccrual loans and leases
370

 
378

 
383

 
349

 
338

Other real estate, net:
 
 
 
 
 
 
 
 
 
Residential
22

 
23

 
23

 
24

 
26

Commercial
5

 
5

 
7

 
9

 
16

Total other real estate, net
27

 
28

 
30

 
33

 
42

Other NPAs (1)
6

 
6

 
7

 
7

 
7

Total nonperforming assets
$
403

 
$
412

 
$
420

 
$
389

 
$
387

 
 
 
 
 
 
 
 
 
 
Nonaccrual loans and leases as a % of total loans and leases
0.50
%
 
0.52
%
 
0.54
%
 
0.50
%
 
0.49
%
NPA ratio (2)
0.55

 
0.57

 
0.59

 
0.55

 
0.56

 
(1)
Other nonperforming assets represent an investment security backed by a municipal bond for all periods presented.
(2)
Nonperforming assets divided by the sum of loans and leases, other real estate owned, and other NPAs.

21

Table of Contents

2018 Third Quarter versus 2017 Fourth Quarter.
Total NPAs increased by $14 million, or 4%, compared with December 31, 2017, primarily related to an increase in the C&I portfolio, partially offset by decreases in nonperforming loans in the CRE and Residential mortgage portfolios. The C&I increase was centered in a small number of credits from diverse industries.
TDR Loans
(This section should be read in conjunction with Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements and TDR Loans section of our 2017 Form 10-K.)
Over the past five quarters, the accruing component of the total TDR balance has been consistently over 82%, indicating there is no identified credit loss and the borrowers continue to make their monthly payments. As of September 30, 2018, over 80% of the $476 million of accruing TDRs secured by residential real estate (Residential mortgage and Home equity in Table 13) are current on their required payments, with over 62% of the accruing pool having had no delinquency in the past 12 months. There is limited migration from the accruing to non-accruing components, and virtually all of the charge-offs 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 13 - Accruing and Nonaccruing Troubled Debt Restructured Loans
 
 
 
 
 
 
 
 
 
 
(dollar amounts in millions)
September 30,
2018
 
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
TDRs—accruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
308

 
$
314

 
$
316

 
$
300

 
$
268

Commercial real estate
60

 
65

 
76

 
78

 
80

Automobile
34

 
32

 
32

 
30

 
29

Home equity
257

 
258

 
261

 
265

 
265

Residential mortgage
219

 
221

 
224

 
224

 
235

RV and marine finance
2

 
1

 
1

 
1

 
1

Other consumer
10

 
9

 
6

 
8

 
7

Total TDRs—accruing
890

 
900

 
916

 
906

 
885

TDRs—nonaccruing:
 
 
 
 
 
 
 
 
 
Commercial and industrial
100

 
87

 
83

 
82

 
96

Commercial real estate
8

 
14

 
16

 
15

 
4

Automobile
3

 
3

 
3

 
4

 
4

Home equity
28

 
28

 
31

 
28

 
31

Residential mortgage
46

 
46

 
52

 
55

 
50

RV and marine finance
1

 
1

 

 

 

Other consumer

 

 

 

 

Total TDRs—nonaccruing
186

 
179

 
185

 
184

 
185

Total TDRs
$
1,076

 
$
1,079

 
$
1,101

 
$
1,090

 
$
1,070

Overall TDRs decreased slightly in the quarter. The commercial accruing TDR levels have also decreased slightly as compared to last quarter. Huntington continues to proactively work with our commercial borrowing relationships that require assistance. The resulting loan structures enable our borrowers to meet their commitments and Huntington to retain earning assets. The accruing component of TDRs meet the well secured definition and have demonstrated a period of satisfactory payment performance.
ACL
(This section should be read in conjunction with Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements.)
Our total credit reserve is comprised of two different components, both of which in our judgment are appropriate to absorb credit losses inherent in our loan and lease portfolio: the ALLL and the AULC. Combined, these reserves comprise the total ACL. Our ACL methodology committee is responsible for developing the methodology, assumptions and estimates used in the calculation, as well as determining the appropriateness of the ACL. The ALLL represents the estimate of losses inherent in the loan portfolio at the reported date. Additions to the ALLL result from recording provision expense for loan losses or increased

22

Table of Contents

risk levels resulting from loan risk-rating downgrades or qualitative adjustments, 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.
Loans originated for investment are stated at their principal amount outstanding adjusted for partial charge-offs, and net deferred loan fees and costs.
Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance. While the total ACL balance increased year over year, all of the relevant benchmarks remain strong.
The table below reflects the allocation of our ALLL among our various loan categories during each of the past five quarters: 
Table 14 - Allocation of Allowance for Credit Losses (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollar amounts in millions)
September 30,
2018
 
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
ALLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
419

 
40
%
 
$
413

 
40
%
 
$
402

 
40
%
 
$
377

 
40
%
 
$
374

 
40
%
Commercial real estate
124

 
10

 
118

 
9

 
113

 
11

 
105

 
11

 
100

 
11

Total commercial
543

 
50

 
531

 
49

 
515

 
51

 
482

 
51

 
474

 
51

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Automobile
52

 
17

 
52

 
17

 
52

 
17

 
53

 
17

 
50

 
17

Home equity
54

 
13

 
55

 
14

 
57

 
14

 
60

 
14

 
58

 
15

Residential mortgage
24

 
14

 
24

 
14

 
24

 
13

 
21

 
13

 
29

 
13

RV and marine finance
18

 
4

 
17

 
4

 
16

 
3

 
15

 
3

 
13

 
3

Other consumer
70

 
2

 
62

 
2

 
57

 
2

 
60

 
2

 
51

 
1

Total consumer
218

 
50

 
210

 
51

 
206

 
49

 
209

 
49

 
201

 
49

Total ALLL
761

 
100
%
 
741

 
100
%
 
721

 
100
%
 
691

 
100
%
 
675

 
100
%
AULC
97

 
 
 
93

 
 
 
85

 
 
 
87

 
 
 
79

 
 
Total ACL
$
858

 
 
 
$
834

 
 
 
$
806

 
 
 
$
778

 
 
 
$
754

 
 
Total ALLL as a % of
Total loans and leases
 
 
1.04%
 
 
 
1.02%
 
 
 
1.01%
 
 
 
0.99%
 
 
 
0.98%
Nonaccrual loans and leases
 
 
206
 
 
 
197
 
 
 
188
 
 
 
198
 
 
 
200
NPAs
 
 
189
 
 
 
180
 
 
 
172
 
 
 
178
 
 
 
175
Total ACL as % of
Total loans and leases
 
 
1.17%
 
 
 
1.15%
 
 
 
1.13%
 
 
 
1.11%
 
 
 
1.10%
(1)
Percentages represent the percentage of each loan and lease category to total loans and leases.
2018 Third Quarter versus 2017 Fourth Quarter
At September 30, 2018, the ALLL was $761 million, compared to $691 million at December 31, 2017. The $70 million, or 10%, increase in the ALLL primarily relates to growth in reserve levels associated with new loan originations and the continued migration of the acquired loan portfolio into the originated portfolio. The ALLL to total loans ratio was 1.04% at September 30, 2018 and 0.99% at December 31, 2017. The ACL to total loans ratio was 1.17% at September 30, 2018 and 1.11% at December 31, 2017. We believe these ratios are appropriate given the overall moderate-to-low risk profile of our loan portfolio and its coverage levels reflect the quality of our portfolio and the current operating environment. We continue to focus on early identification of loans with changes in credit metrics and have proactive action plans for these loans.

23

Table of Contents

NCOs
A 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.
Commercial loans are either charged-off or written down to net realizable value by 90-days past due with the exception of administrative small ticket lease delinquencies. Automobile loans, RV and marine finance, and other consumer loans are generally fully charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due. The remaining balance is in delinquent status until a modification can be completed, or the loan goes through the foreclosure process.
.
Table 15 - Quarterly Net Charge-off Analysis
 
Three Months Ended
 
September 30,
 
June 30,
 
September 30,
(dollar amounts in millions)
2018
 
2018
 
2017
Net charge-offs (recoveries) by loan and lease type:
Commercial:
 
 
 
 
 
Commercial and industrial
$
(1
)
 
$
3

 
$
13

Commercial real estate:
 
 
 
 
 
Construction

 

 
(1
)
Commercial
(3
)
 
(1
)
 
(3
)
Commercial real estate
(3
)
 
(1
)
 
(4
)
Total commercial
(4
)
 
2

 
9

Consumer:
 
 
 
 
 
Automobile
8

 
7

 
9

Home equity
1

 

 
1

Residential mortgage
2

 
1

 
2

RV and marine finance
2

 
2

 
4

Other consumer
20

 
16

 
18

Total consumer
33

 
26

 
34

Total net charge-offs
$
29

 
$
28

 
$
43

 
 
 
 
 
 
 
Three Months Ended
 
September 30,
 
June 30,
 
September 30,
 
2018
 
2018
 
2017
Net charge-offs (recoveries) - annualized percentages:
Commercial:
 
 
 
 
 
Commercial and industrial
(0.01
)%
 
0.04
 %
 
0.19
 %
Commercial real estate:
 
 
 
 
 
Construction
(0.01
)
 
(0.22
)
 
(0.30
)
Commercial
(0.18
)
 
(0.06
)
 
(0.21
)
Commercial real estate
(0.15
)
 
(0.08
)
 
(0.22
)
Total commercial
(0.04
)
 
0.02

 
0.11

Consumer:
 
 
 
 
 
Automobile
0.26

 
0.22

 
0.33

Home equity
0.06

 
0.01

 
0.06

Residential mortgage
0.07

 
0.04

 
0.10

RV and marine finance
0.25

 
0.34

 
0.59

Other consumer
6.32

 
5.60

 
6.51

Total consumer
0.36

 
0.30

 
0.40

Net charge-offs as a % of average loans
0.16
 %
 
0.16
 %
 
0.25
 %

24

Table of Contents

In assessing NCO trends, it is helpful to understand the process of how commercial loans are treated as they deteriorate over time. The ALLL is established consistent with the level of risk associated with the commercial portfolio's original underwriting. As a part of our normal portfolio management process for commercial loans, loans within the portfolio are periodically reviewed and the ALLL is increased or decreased based on the updated risk ratings. For TDRs and individually assessed impaired loans, a specific reserve is established based on the discounted projected cash flows or collateral value of the specific loan. Charge-offs, if necessary, are generally recognized in a period after the specific ALLL is established. 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, except for TDRs. In summary, if 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.
2018 Third Quarter versus 2018 Second Quarter
NCOs were an annualized 0.16% of average loans and leases in the current quarter, remaining flat from 0.16% in the 2018 second quarter, and below our average through-the-cycle target range of 0.35% - 0.55%. Annualized NCOs for the commercial portfolios were a net recovery of (0.04)% in the current quarter compared to 0.02% in 2018 second quarter based on an increased level of recovery activity during the quarter. Consumer charge-offs were higher for the quarter, primarily driven by seasonality trends across the consumer portfolio, consistent with our expectations. Given the low level of NCOs we have experienced on an overall portfolio basis, we would expect to see some continued volatility on a quarter-to-quarter basis, largely driven by the performance of the commercial portfolios.

25

Table of Contents

The table below reflects NCO detail for the nine-month periods ended September 30, 2018 and 2017:
Table 16 - Year to Date Net Charge-off Analysis
 
Nine Months Ended September 30,
(dollar amounts in millions)
2018
 
2017
Net charge-offs (recoveries) by loan and lease type: (1)
 
 
 
Commercial:
 
 
 
Commercial and industrial
$
19

 
$
34

Commercial real estate:
 
 
 
Construction
(1
)
 
(4
)
Commercial
(17
)
 
(6
)
Commercial real estate
(18
)
 
(10
)
Total commercial
1

 
24

Consumer:
 
 
 
Automobile
25

 
30

Home equity
4

 
4

Residential mortgage
4

 
6

RV and marine finance
7

 
8

Other consumer
54

 
46

Total consumer
94

 
94

Total net charge-offs
$
95

 
$
118

 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2018
 
2017
Net charge-offs (recoveries) - annualized percentages:
 
 
 
Commercial:
 
 
 
Commercial and industrial
0.09
 %
 
0.16
 %
Commercial real estate:
 
 
 
Construction
(0.14
)
 
(0.44
)
Commercial
(0.34
)
 
(0.13
)
Commercial real estate
(0.31
)
 
(0.18
)
Total commercial
0.01

 
0.09

Consumer:
 
 
 
Automobile
0.27

 
0.36

Home equity
0.06

 
0.06

Residential mortgage
0.05

 
0.09

RV and marine finance
0.33

 
0.49

Other consumer
6.12

 
6.13

Total consumer
0.35

 
0.39

Net charge-offs as a % of average loans
0.18
 %
 
0.23
 %
(1) Amounts presented above exclude write-downs of loans transferred to loans held for sale.

2018 First Nine Months versus 2017 First Nine Months
NCOs were $95 million, a decline of $23 million when compared with the same period in the prior year. Given the low level of commercial NCOs, we expect some continued volatility on a period-to-period comparison basis.

26

Table of Contents

Market Risk
(This section should be read in conjunction with the “Market Risk” section of our 2017 Form 10-K for our on-going market risk management processes.)
Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility. When the value of an instrument is tied to such external factors, the holder faces market risk. We are primarily exposed to interest rate risk as a result of offering a wide array of financial products to our customers and secondarily to 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.
Interest Rate Risk
Table 17 - Net Interest Income at Risk
 
Net Interest Income at Risk (%)
Basis point change scenario
-100

 
+100

 
+200

Board policy limits
-4.0
 %
 
-2.0
 %
 
-4.0
 %
September 30, 2018
-2.6
 %
 
3.2
 %
 
6.1
 %
December 31, 2017
-2.6
 %
 
2.5
 %
 
4.8
 %
The NII at Risk results included in the table above reflect the analysis used monthly by management. It models gradual -100, +100 and +200 basis point parallel shifts in market interest rates, implied by the forward yield curve over the next twelve months. The down 100 basis point scenario, included in Table 17, was added as rates have risen sufficiently, such that yields will not reach zero percent, producing meaningful interest rate risk metrics. This replaces the down 25 basis point scenario reported in prior quarters.
Our NII at Risk is within our board of director's policy limits for the -100, +100 and +200 basis point scenarios. The NII at Risk shows that our balance sheet is asset sensitive at both September 30, 2018, and December 31, 2017.
Table 18 - Economic Value of Equity at Risk
 
Economic Value of Equity at Risk (%)
Basis point change scenario
-100

 
+100

 
+200

Board policy limits
-6.0
 %
 
-6.0
 %
 
-12.0
 %
September 30, 2018
-3.2
 %
 
1.6
 %
 
2.0
 %
December 31, 2017
-5.4
 %
 
1.9
 %
 
1.9
 %
The EVE results included in the table above reflect the analysis used monthly by management. It models immediate -100, +100 and +200 basis point parallel shifts in market interest rates. The down 100 basis point scenario, included in Table 18, was added as rates have risen sufficiently, such that yields will not reach zero percent, producing meaningful interest rate risk metrics. This replaces the down 25 basis point scenario reported in prior quarters.
We are within our board of director's policy limits for the -100, +100 and +200 basis point scenarios. The EVE depicts a moderate asset sensitive balance sheet profile.
MSRs
(This section should be read in conjunction with Note 7 of Notes to the Unaudited Condensed Consolidated Financial Statements.)
At September 30, 2018, we had a total of $219 million of capitalized MSRs representing the right to service $21 billion in mortgage loans. Of this $219 million, $11 million was recorded using the fair value method and $208 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 hedging 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 changes in the MSR value net of hedge-related trading activity in the mortgage banking income category of noninterest income. Changes in fair value between reporting dates are recognized as an increase or a decrease in mortgage banking income.

27

Table of Contents

MSRs recorded using the amortization method generally relate to loans originated with historically low interest rates, which may result in a lower probability of prepayments or 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 and equity investments. 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
(This section should be read in conjunction with the “Liquidity Risk” section of our 2017 Form 10-K for our on-going liquidity risk management processes.)
Our primary source of liquidity is our core deposit base. Core deposits comprised approximately 95% of total deposits at September 30, 2018. We also have available unused wholesale sources of liquidity, including advances from the FHLB of Cincinnati, issuance through dealers in the capital markets, and access to certificates of deposit issued through brokers. Liquidity is further provided by unencumbered, or unpledged, investment securities that totaled $17.2 billion as of September 30, 2018.
Bank Liquidity and Sources of Funding
Our primary sources of funding for the Bank are retail and commercial core deposits. At September 30, 2018, these core deposits funded 74% of total assets (106% 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 $22 million at September 30, 2018 and December 31, 2017, respectively.
The following table reflects deposit composition detail for each of the last five quarters:
Table 19 - Deposit Composition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
(dollar amounts in millions)
2018
 
2018
 
2018
 
2017
 
2017
By Type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits—noninterest-bearing
$
19,863

 
24
%
 
$
20,353

 
26
%
 
$
20,807

 
26
%
 
$
21,546

 
28
%
 
$
22,225

 
28
%
Demand deposits—interest-bearing
19,615

 
24

 
19,026

 
24

 
19,337

 
25

 
18,001

 
23

 
18,343

 
23

Money market deposits
21,411

 
26

 
20,990

 
26

 
20,849

 
26

 
20,690

 
27

 
20,553

 
26

Savings and other domestic deposits
11,604

 
14

 
10,987

 
14

 
11,291

 
14

 
11,270

 
15

 
11,441

 
15

Core certificates of deposit
5,358

 
7

 
4,402

 
6

 
3,157

 
4

 
1,934

 
3

 
2,009

 
3

Total core deposits:
77,851

 
95

 
75,758

 
96

 
75,441

 
95

 
73,441

 
96

 
74,571

 
95

Other domestic deposits of $250,000 or more
318

 
1

 
265

 

 
228

 

 
239

 

 
418

 
1

Brokered deposits and negotiable CDs
3,520

 
4

 
3,564

 
4

 
3,802

 
5

 
3,361

 
4

 
3,456

 
4

Total deposits
$
81,689

 
100
%
 
$
79,587

 
100
%
 
$
79,471

 
100
%
 
$
77,041

 
100
%
 
$
78,445

 
100
%
Total core deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
35,455

 
46
%
 
$
34,094

 
45
%
 
$
34,615

 
46
%
 
$
34,273

 
47
%
 
$
35,516

 
48
%
Consumer
42,396

 
54

 
41,664

 
55

 
40,826

 
54

 
39,168

 
53

 
39,055

 
52

Total core deposits
$
77,851

 
100
%
 
$
75,758

 
100
%
 
$
75,441

 
100
%
 
$
73,441

 
100
%
 
$
74,571

 
100
%
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 pledged to the Federal Reserve Discount Window and the FHLB are $44.1 billion and $31.7 billion at September 30, 2018 and December 31, 2017, respectively.
To the extent we are unable to obtain sufficient liquidity through core deposits, we may meet our liquidity needs through sources of wholesale funding, asset securitization or sale. Sources of wholesale funding include other domestic deposits of $250,000 or more, brokered deposits and negotiable CDs, short-term borrowings, and long-term debt. At September 30, 2018,

28

Table of Contents

total wholesale funding was $14.6 billion, a decrease from $17.9 billion at December 31, 2017. The decrease from year-end primarily relates to a decrease in short-term borrowings.
Liquidity Coverage Ratio
At September 30, 2018, the Bank is in compliance with the LCR requirements and management believes it has sufficient liquidity to meet its cash flow obligations for the foreseeable future.
Parent Company Liquidity
The parent company’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The parent company obtains funding to meet obligations from dividends and interest received from the Bank, interest and dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt and equity securities.
At September 30, 2018 and December 31, 2017, the parent company had $2.6 billion and $1.6 billion, respectively, in cash and cash equivalents.
During the 2018 first quarter, Huntington elected to effect the conversion of all of its outstanding 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock into common stock, and issued $500 million of Series E Preferred Stock. See Note 10 of Notes to the Unaudited Condensed Consolidated Financial Statements for further information.
On October 17, 2018, the board of directors declared a quarterly common stock cash dividend of $0.14 per common share. The dividend is payable on January 2, 2019, to shareholders of record on December 18, 2018. Based on the current quarterly dividend of $0.14 per common share, cash demands required for common stock dividends are estimated to be approximately $149 million per quarter. On October 17, 2018, the board of directors declared a quarterly Series B, Series C, Series D, and Series E Preferred Stock dividend payable on January 15, 2019 to shareholders of record on January 1, 2019. Cash demands required for Series B are expected to be less than $1 million per quarter. Cash demands required for Series C, Series D and Series E are expected to be approximately $2 million, $9 million and $7 million per quarter, respectively.
During the first nine months of 2018, the Bank paid a preferred dividend of $34 million and common stock dividend of $1.4 billion to the holding company. To meet any additional liquidity needs, the parent company may issue debt or equity securities from time to time.
Off-Balance Sheet Arrangements
In the normal course of business, we enter into various off-balance sheet arrangements. These arrangements include commitments to extend credit, interest rate swaps, financial guarantees contained in standby letters-of-credit issued by the Bank, and commitments by the Bank to sell mortgage loans.
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 monitor cyberattacks 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 us less attractive as a target and less vulnerable to threats, while investing in threat analytic capabilities for rapid detection and response. Potential concerns related to cyber security may be escalated to our board-level Technology Committee, as appropriate. As a complement to the overall cyber security risk management, we use a number of internal training methods, both formally through mandatory courses and informally through written communications and other updates. Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks. We also use third-party services to test the effectiveness of our cyber security risk management framework, and any such third parties are required to comply with our policies regarding information security and confidentiality.
To mitigate operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance Committee, and a Third Party Risk Management Committee. The responsibilities of these committees, among other duties, include

29

Table of Contents

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 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 of the Board, as appropriate. Significant findings or issues are escalated by the Third Party Risk Management Committee to the Technology Committee of the Board, 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. 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.
The following table presents certain regulatory capital data at both the consolidated and Bank levels for each of the periods presented:
Table 20 - Regulatory Capital Data
 
 
 
 
 
 
 
 
 
 
Basel III
(dollar amounts in millions)
 
 
September 30,
2018
 
June 30,
2018
 
September 30,
2017
Total risk-weighted assets
Consolidated
 
$
83,580

 
$
82,951

 
$
78,631

 
Bank
 
83,847

 
83,051

 
78,848

CET I risk-based capital
Consolidated
 
8,263

 
8,737

 
7,817

 
Bank
 
8,601

 
9,016

 
8,491

Tier 1 risk-based capital
Consolidated
 
9,470

 
9,944

 
8,886

 
Bank
 
9,480

 
9,896

 
9,362

Tier 2 risk-based capital
Consolidated
 
1,697

 
1,643

 
1,639

 
Bank
 
1,895

 
1,833

 
1,706

Total risk-based capital
Consolidated
 
11,167

 
11,587

 
10,525

 
Bank
 
11,375

 
11,729

 
11,068

Tier 1 leverage ratio
Consolidated
 
9.14
%
 
9.65
%
 
8.96
%
 
Bank
 
9.15

 
9.62

 
9.44

CET I risk-based capital ratio
Consolidated
 
9.89

 
10.53

 
9.94

 
Bank
 
10.26

 
10.86

 
10.77

Tier 1 risk-based capital ratio
Consolidated
 
11.33

 
11.99

 
11.30

 
Bank
 
11.31

 
11.92

 
11.87

Total risk-based capital ratio
Consolidated
 
13.36

 
13.97

 
13.39

 
Bank
 
13.57

 
14.12

 
14.04

At September 30, 2018, we maintained Basel III transitional capital ratios in excess of the well-capitalized standards established by the FRB.
CET1 risk-based capital ratio was 9.89% at September 30, 2018, down from 10.53% at June 30, 2018. The regulatory Tier 1 risk-based capital ratio was 11.33% compared to 11.99% at June 30, 2018.

30

Table of Contents

Consistent with the 2018 CCAR capital plan, the Company repurchased $691 million of common stock during the 2018 third quarter at an average cost of $15.82 per share. Included in the quarter's share repurchase activity, the Company completed the previously announced $400 million ASR. As contemplated in our 2018 CCAR capital plan, the ASR effectively offset the impact of the $363 million Series A preferred equity conversion in the 2018 first quarter.
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 $10.9 billion at September 30, 2018, an increase of $0.1 billion when compared with December 31, 2017.
On June 28, 2018, Huntington was notified by the Federal Reserve that it had no objection to Huntington's proposed capital actions included in Huntington's capital plan submitted in the 2018 CCAR. These actions included a 27% increase in quarterly dividend per common share to $0.14, starting in the third quarter of 2018, the repurchase of up to $1.068 billion of common stock over the next four quarters (July 1, 2018 through June 30, 2019), and maintaining dividends on the outstanding classes of preferred stock and trust preferred securities. Any capital actions, including those contemplated in the above announced actions, are subject to consideration and evaluation by Huntington’s Board of Directors.
On July 17, 2018, the Board authorized the repurchase of up to $1.068 billion of common shares over the four quarters through the 2019 second quarter. During the 2018 third quarter, Huntington repurchased a total of 43.7 million shares at a weighted average share price of $15.82, with 25.3 million shares repurchased under the accelerated share repurchase program discussed below, and the remaining 18.4 million shares through open-market repurchases.
On July 27, 2018, Huntington entered into an accelerated share repurchase agreement for the repurchase of approximately $400 million of its outstanding common shares. The accelerated share repurchase program enabled Huntington to purchase 20.9 million shares immediately. The accelerated share repurchase program ended in September 2018, resulting in approximately 4.4 million shares being delivered to Huntington.
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.
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. Huntington repurchased 47 million shares during the first nine-months of 2018.
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 four major business segments: Consumer and Business Banking, Commercial Banking, Vehicle Finance, and Regional Banking and The Huntington Private Client Group (RBHPCG). The Treasury / Other function includes technology and operations, other unallocated assets, liabilities, revenue, and expense.
Business segment results are determined based upon our management practices, 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.


31

Table of Contents

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 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 four 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 four 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). A new methodology for establishing FTP rates was adopted in 2017, therefore, prior period amounts have been restated to reflect the new methodology.
Net Income by Business Segment
Net income by business segment for the nine-month periods ending September 30, 2018 and September 30, 2017 is presented in the following table:
Table 21 - Net Income by Business Segment
 
Nine Months Ended September 30,
(dollar amounts in millions)
2018
 
2017
Consumer and Business Banking
$
336

 
$
246

Commercial Banking
399

 
330

Vehicle Finance
128

 
111

RBHPCG
79

 
55

Treasury / Other
117

 
12

Net income
$
1,059

 
$
754


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 four business segments. Assets include investment securities and bank owned life insurance.
Net interest income includes the impact of administering our investment securities portfolios, the net impact of derivatives used to hedge interest rate sensitivity as well as the financial impact associated with our FTP methodology, as described above. Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and securities and trading asset gains or losses. Noninterest expense includes certain corporate administrative, and other miscellaneous expenses not allocated to other business segments. The provision for income taxes for the business segments is calculated at a statutory 21% tax rate and a 35% tax rate for periods prior to January 1, 2018, although our overall effective tax rate is lower. As a result, Treasury / Other reflects a credit for income taxes representing the difference between the lower effective tax rate and the statutory tax rate used at the time to allocate income taxes to the business segments.


32

Table of Contents

Consumer and Business Banking
 
 
 
 
 
 
 
 
Table 22 - Key Performance Indicators for Consumer and Business Banking
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions)
2018
 
2017
 
Amount
 
Percent
Net interest income
$
1,239

 
$
1,151

 
$
88

 
8
 %
Provision for credit losses
101

 
75

 
26

 
35

Noninterest income
553

 
544

 
9

 
2

Noninterest expense
1,266

 
1,242

 
24

 
2

Provision for income taxes
89

 
132

 
(43
)
 
(33
)
Net income
$
336

 
$
246

 
$
90

 
37
 %
Number of employees (average full-time equivalent)
8,402

 
8,696

 
(294
)
 
(3
)%
Total average assets
$
26,692

 
$
25,496

 
$
1,196

 
5

Total average loans/leases
21,712

 
20,612

 
1,100

 
5

Total average deposits
47,082

 
45,257

 
1,825

 
4

Net interest margin
3.62
%
 
3.50
%
 
0.12
 %
 
3

NCOs
$
75

 
$
75

 
$

 

NCOs as a % of average loans and leases
0.46
%
 
0.49
%
 
(0.03
)%
 
(6
)
2018 First Nine Months versus 2017 First Nine Months
Consumer and Business Banking, including Home Lending, reported net income of $336 million in the first nine-month period of 2018, an increase of $90 million, or 37%, compared to the year-ago period. Segment net interest income increased $88 million, or 8%, primarily due to an increase in total average loans and deposits. The provision for credit losses increased $26 million, or 35%. Noninterest income increased $9 million, or 2%, due to an increase in card and payment processing income, as a result of higher card-related transaction volumes, along with increased service charge income on deposit accounts. Noninterest expense increased $24 million, or 2% due to increased personnel costs and allocated expenses.
Home Lending, an operating unit of Consumer and Business Banking, reflects the result of the origination and servicing of mortgage loans less referral fees and net interest income for mortgage banking products distributed by the retail branch network and other business segments. Home Lending reported a loss of $8 million in the first nine-month period of 2018, compared with net income of $6 million in the year-ago period. Noninterest expense increased $26 million, or 25%, as a result of higher allocated indirect costs and higher personnel and loan origination expense. This is the result of higher loan origination volume and increased headcount related to sales expansion initiatives. Total revenues remained largely unchanged due to an improvement in net interest income, offset by a reduction to noninterest income.

Commercial Banking
 
 
 
 
 
 
 
 
Table 23 - Key Performance Indicators for Commercial Banking
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions)
2018
 
2017
 
Amount
 
Percent
Net interest income
$
688

 
$
675

 
$
13

 
2
 %
Provision for credit losses
38

 
15

 
23

 
153

Noninterest income
228

 
201

 
27

 
13

Noninterest expense
373

 
353

 
20

 
6

Provision for income taxes
106

 
178

 
(72
)
 
(40
)
Net income
$
399

 
$
330

 
$
69

 
21
 %
Number of employees (average full-time equivalent)
1,250

 
1,233

 
17

 
1
 %
Total average assets
$
32,936

 
$
31,329

 
$
1,607

 
5

Total average loans/leases
26,267

 
25,291

 
976

 
4

Total average deposits
22,062

 
20,830

 
1,232

 
6

Net interest margin
3.19
 %
 
3.34
%
 
(0.15
)%
 
(4
)
NCOs (Recoveries)
$
(12
)
 
$
3

 
$
(15
)
 
(500
)
NCOs as a % of average loans and leases
(0.06
)%
 
0.02
%
 
(0.08
)%
 
(400
)

33

Table of Contents

2018 First Nine Months versus 2017 First Nine Months
Commercial Banking reported net income of $399 million in the first nine-month period of 2018, an increase of $69 million, or 21%, compared to the year-ago period. Segment net interest income increased $13 million, or 2%, primarily due to growth of 4% in average loans and leases and a 6% growth in average deposits which was partially offset by a 15 basis point decrease in net interest margin driven by a decline in loan and lease spreads partially offset by an increase in deposit spreads. Provision for credit losses increased $23 million, or 153%, primarily due to growth in end-of-period loan and lease portfolio, partially offset by a reduction in net-charge-offs. Noninterest income increased $27 million, or 13%, largely driven by an increase in capital markets related revenues, and loan commitment and other fees (including syndications). Noninterest expense increased $20 million, or 6%, primarily due to personnel expense and allocated overhead, partially offset by a decrease in operating lease expense.  
Vehicle Finance
 
 
 
 
 
 
 
 
Table 24 - Key Performance Indicators for Vehicle Finance
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions)
2018
 
2017
 
Amount
 
Percent
Net interest income
$
300

 
$
318

 
$
(18
)
 
(6
)%
Provision for credit losses
36

 
45

 
(9
)
 
(20
)
Noninterest income
8

 
11

 
(3
)
 
(27
)
Noninterest expense
110

 
113

 
(3
)
 
(3
)
Provision for income taxes
34

 
60

 
(26
)
 
(43
)
Net income
$
128

 
$
111

 
$
17

 
15
 %
Number of employees (average full-time equivalent)
263

 
250

 
13

 
5
 %
Total average assets
$
18,273

 
$
16,779

 
$
1,494

 
9

Total average loans/leases
18,248

 
16,747

 
1,501

 
9

Total average deposits
338

 
328

 
10

 
3

Net interest margin
2.20
%
 
2.54
%
 
(0.34
)%
 
(13
)
NCOs
$
32

 
$
38

 
$
(6
)
 
(16
)
NCOs as a % of average loans and leases
0.23
%
 
0.30
%
 
(0.07
)%
 
(23
)
2018 First Nine Months versus 2017 First Nine Months
Vehicle Finance reported net income of $128 million in the first nine-month period of 2018, an increase of $17 million, or 15%, compared to the year-ago period, primarily reflecting the decrease in provision for credit losses. Segment net interest income decreased $18 million or 6%, due to a 34 basis point decrease in the net interest margin primarily reflecting the continued run off of the acquired loan portfolios and the related purchase accounting impact. This decrease was offset in part by a $1.5 billion, or 9%, increase in average loan balances. Average automobile loans and RV and marine finance loans increased reflecting the expansion of the RV and marine finance acquired business into 17 new states. Noninterest income decreased $3 million, or 27%, primarily due to a decrease in net servicing income on securitized automobile loans and lower recoveries of acquired loans that were charged-off prior to acquisition. Noninterest expense decreased $3 million, or 3%, primarily reflecting lower allocated costs attributed to improved operating efficiencies.


34

Table of Contents

Regional Banking and The Huntington Private Client Group
 
 
 
 
 
 
 
 
Table 25 - Key Performance Indicators for Regional Banking and The Huntington Private Client Group
 
Nine Months Ended September 30,
 
Change
(dollar amounts in millions)
2018
 
2017
 
Amount
 
Percent
Net interest income
$
139

 
$
126

 
$
13

 
10
 %
Provision for credit losses

 
1

 
(1
)
 
(100
)
Noninterest income
145

 
141

 
4

 
3

Noninterest expense
184

 
182

 
2

 
1

Provision for income taxes
21

 
29

 
(8
)
 
(28
)
Net income
$
79

 
$
55

 
$
24

 
44
 %
Number of employees (average full-time equivalent)
1,026

 
1,027

 
(1
)
 
 %
Total average assets
$
6,050

 
$
5,476

 
$
574

 
10

Total average loans/leases
5,394

 
4,782

 
612

 
13

Total average deposits
5,837

 
6,041

 
(204
)
 
(3
)
Net interest margin
3.25
%
 
2.87
%
 
0.38
 %
 
13

NCOs
$

 
$
2

 
$
(2
)
 
(100
)
NCOs as a % of average loans and leases
0.01
%
 
0.05
%
 
(0.04
)%
 
(80
)
Total assets under management (in billions)—eop
$
17.2

 
$
18.0

 
$
(0.8
)
 
(4
)
Total trust assets (in billions)—eop
114.3

 
106.3

 
8.0

 
8

eop - End of Period.
2018 First Nine Months versus 2017 First Nine Months
RBHPCG reported net income of $79 million in the first nine-month period of 2018, an increase of $24 million, or 44%, compared to the year-ago period. Segment net interest income increased $13 million, or 10%, due to a 38 basis point increase in net interest margin and a 13% increase in average loans and leases, primarily residential real estate mortgage loans. Noninterest income increased $4 million, or 3%, primarily reflecting increased trust and investment management revenue as a result of an increase in trust assets and strong market performance. Noninterest expense increased $2 million, or 1%, as a result of increased personnel costs related to the hiring of additional client advisors.

ADDITIONAL DISCLOSURES
Forward-Looking Statements
This report, including MD&A, contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services implementing our “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; and other factors that may affect our future results. Additional factors that could cause results to differ materially from those described above can be found in our 2017 Annual Report on Form 10-K, as well as our subsequent Securities and Exchange Commission ("SEC") filings, which are on file with

35

Table of Contents

the SEC and available in the “Investor Relations” section of our website, http://www.huntington.com, under the heading “Publications and Filings.”
All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Non-GAAP Financial Measures
This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Huntington’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.
Significant Items
From time-to-time, revenue, expenses, or taxes are impacted by items judged by us to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their outsized impact is believed by us at that time to be infrequent or short-term in nature. We refer to such items as Significant Items. Most often, these Significant Items result from factors originating outside the Company; e.g., regulatory actions / assessments, windfall gains, 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 an insightful 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 21 percent and 35 percent for the 2018 and 2017 periods, respectively. We encourage 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.
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 goodwill and other intangible assets, the nature and extent of which varies among different financial services companies. These ratios are not defined in 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

36

Table of Contents

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
More information on risk is discussed in the Risk Factors section included in Item 1A of our 2017 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 Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 1 of the Notes to Consolidated Financial Statements included in our December 31, 2017 Form 10-K, as supplemented by this report including this MD&A, describes the significant accounting policies we used in our Consolidated Financial Statements.
An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. Our most significant accounting estimates relate to our ACL, valuation of financial instruments, contingent liabilities, income taxes, and deferred tax assets/liabilities. These significant accounting estimates and their related application are discussed in our December 31, 2017 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 2018 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.
Fair Value
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 14 of the Notes to Unaudited Condensed Consolidated Financial Statements.


37

Table of Contents

Item 1: Financial Statements
Huntington Bancshares Incorporated
Condensed Consolidated Balance Sheets
(Unaudited)
 
September 30,
 
December 31,
(dollar amounts in millions)
2018
 
2017
Assets
 
 
 
Cash and due from banks
$
1,299

 
$
1,520

Interest-bearing deposits in banks
43

 
47

Trading account securities
83

 
86

Available-for-sale securities
13,727

 
14,869

Held-to-maturity securities
8,465

 
9,091

Other securities
565

 
600

Loans held for sale (includes $727 and $413 respectively, measured at fair value)(1)
792

 
488

Loans and leases (includes $81 and $93 respectively, measured at fair value)(1)
73,370

 
70,117

Allowance for loan and lease losses
(761
)
 
(691
)
Net loans and leases
72,609

 
69,426

Bank owned life insurance
2,494

 
2,466

Premises and equipment
827

 
864

Goodwill
1,993

 
1,993

Other intangible assets
306

 
346

Servicing rights
251

 
238

Accrued income and other assets
2,198

 
2,151

Total assets
$
105,652

 
$
104,185

Liabilities and shareholders’ equity
 
 
 
Liabilities
 
 
 
Deposits
$
81,689

 
$
77,041

Short-term borrowings
1,348

 
5,056

Long-term debt
9,385

 
9,206

Accrued expenses and other liabilities
2,296

 
2,068

Total liabilities
94,718

 
93,371

Commitments and contingencies (Note 17)
 
 
 
Shareholders’ equity
 
 
 
Preferred stock
1,203

 
1,071

Common stock
11

 
11

Capital surplus
9,358

 
9,707

Less treasury shares, at cost
(44
)
 
(35
)
Accumulated other comprehensive loss
(790
)
 
(528
)
Retained earnings
1,196

 
588

Total shareholders’ equity
10,934

 
10,814

Total liabilities and shareholders’ equity
$
105,652

 
$
104,185

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

 
1,500,000,000

Common shares issued
1,065,251,488

 
1,075,294,946

Common shares outstanding
1,061,529,259

 
1,072,026,681

Treasury shares outstanding
3,722,229

 
3,268,265

Preferred stock, authorized shares
6,617,808

 
6,617,808

Preferred shares issued
2,707,571

 
2,702,571

Preferred shares outstanding
740,500

 
1,098,006


(1)
Amounts represent loans for which Huntington has elected the fair value option. See Note 14.
See Notes to Unaudited Condensed Consolidated Financial Statements

38

Table of Contents

 
Huntington Bancshares Incorporated
 
 
 
 
 
 
 
Condensed Consolidated Statements of Income
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Interest and fee income:
 
 
 
 
 
 
 
Loans and leases
$
848

 
$
724

 
$
2,414

 
$
2,100

Available-for-sale securities
 
 
 
 
 
 
 
Taxable
68

 
69

 
209

 
215

Tax-exempt
24

 
19

 
71

 
56

Held-to-maturity securities—taxable
52

 
49

 
159

 
138

Other securities—taxable

6

 
5

 
19

 
14

Other
9

 
7

 
21

 
16

Total interest income
1,007

 
873

 
2,893

 
2,539

Interest expense:
 
 
 
 
 
 
 
Deposits
112

 
50

 
259

 
126

Short-term borrowings
9

 
6

 
42

 
17

Subordinated notes and other long-term debt
84

 
59

 
236

 
163

Total interest expense
205

 
115

 
537

 
306

Net interest income
802

 
758

 
2,356

 
2,233

Provision for credit losses
53

 
43

 
175

 
136

Net interest income after provision for credit losses
749

 
715

 
2,181

 
2,097

Service charges on deposit accounts
93

 
91

 
270

 
262

Cards and payment processing income
57

 
54

 
166

 
153

Trust and investment management services
43

 
39

 
129

 
115

Mortgage banking income
31

 
34

 
85

 
98

Insurance income
19

 
18

 
61

 
60

Capital markets fees
22

 
22

 
62

 
53

Bank owned life insurance income
19

 
16

 
51

 
49

Gain on sale of loans and leases
16

 
14

 
39

 
39

Net (losses) gains on sales of securities
(2
)
 

 
(2
)
 
4

Impairment losses on available-for-sale securities

 

 

 
(4
)
Other noninterest income
44

 
42

 
131

 
138

Total noninterest income
342

 
330

 
992

 
967

Personnel costs
388

 
377

 
1,160

 
1,151

Outside data processing and other services
69

 
80

 
211

 
242

Net occupancy
38

 
55

 
114

 
176

Equipment
38

 
45

 
116

 
135

Deposit and other insurance expense
18

 
19

 
54

 
59

Professional services
17

 
15

 
43

 
51

Marketing
12

 
17

 
38

 
50

Amortization of intangibles
13

 
14

 
40

 
42

Other noninterest expense
58

 
58

 
160

 
176

Total noninterest expense
651

 
680

 
1,936

 
2,082

Income before income taxes
440

 
365

 
1,237

 
982

Provision for income taxes
62

 
90

 
178

 
228

Net income
378

 
275

 
1,059

 
754

Dividends on preferred shares
18

 
19

 
51

 
57

Net income applicable to common shares
$
360

 
$
256

 
$
1,008

 
$
697

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

39

Table of Contents

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions, share amounts in thousands)
2018
 
2017
 
2018
 
2017
Average common shares—basic
1,084,536

 
1,086,038

 
1,090,570

 
1,087,115

Average common shares—diluted
1,103,740

 
1,106,491

 
1,116,978

 
1,107,878

Per common share:
 
 
 
 
 
 
 
Net income—basic
$
0.33

 
$
0.24

 
$
0.92

 
$
0.64

Net income—diluted
0.33

 
0.23

 
0.90

 
0.63

Cash dividends declared
0.14

 
0.08

 
0.36

 
0.24

OTTI losses for the periods presented:
 
 
 
 
 
 
 
Total OTTI losses
$

 
$

 
$

 
$
(4
)
Noncredit-related portion of loss recognized in OCI

 

 

 

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

 
$

 
$

 
$
(4
)
 
 
 
 
 
 
 
 
See Notes to Unaudited Condensed Consolidated Financial Statements



40

Table of Contents

Huntington Bancshares Incorporated
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Net income
$
378

 
$
275

 
$
1,059

 
$
754

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

 

 

 
2

Unrealized net gains (losses) on available-for-sale securities arising during the period, net of reclassification for net realized gains and losses
(62
)
 
(22
)
 
(264
)
 
25

Total unrealized gains (losses) on available-for-sale securities
(62
)
 
(22
)
 
(264
)
 
27

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

 
2

 

 
2

Change in accumulated unrealized losses for pension and other post-retirement obligations
1

 
1

 
3

 
2

Other comprehensive income (loss), net of tax
(61
)
 
(19
)
 
(261
)
 
31

Comprehensive income
$
317

 
$
256

 
$
798

 
$
785

See Notes to Unaudited Condensed Consolidated Financial Statements


41

Table of Contents

Huntington Bancshares Incorporated    
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
(dollar amounts in millions, share amounts in thousands)
Preferred Stock
 
Common Stock
 
Capital Surplus
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Retained Earnings (Deficit)
 
 
Amount
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
1,071

 
1,075,295

 
$
11

 
$
9,707

 
(3,268
)
 
$
(35
)
 
$
(528
)
 
$
588

 
$
10,814

Cumulative-effect adjustment (ASU 2016-01)
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
 
1

 

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,059

 
1,059

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
(261
)
 
 
 
(261
)
Net proceeds from issuance of Preferred Series E Stock
495

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
495

Repurchases of common stock
 
 
(46,677
)
 

 
(739
)
 
 
 
 
 
 
 
 
 
(739
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.36 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(393
)
 
(393
)
Preferred Series B ($36.51 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2
)
 
(2
)
Preferred Series C ($44.07 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4
)
 
(4
)
Preferred Series D ($46.88 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(28
)
 
(28
)
Preferred Series E ($3,467.50 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(17
)
 
(17
)
Conversion of Preferred Series A Stock to Common Stock
(363
)
 
30,330

 
 
 
363

 
 
 
 
 
 
 
 
 

Recognition of the fair value of share-based compensation
 
 
 
 
 
 
59

 
 
 
 
 
 
 
 
 
59

Other share-based compensation activity
 
 
6,303

 

 
(32
)
 
 
 
 
 
 
 
(8
)
 
(40
)
Other
 
 
 
 
 
 

 
(454
)
 
(9
)
 
 
 
 
 
(9
)
Balance, end of period
$
1,203

 
1,065,251

 
$
11

 
$
9,358

 
(3,722
)
 
$
(44
)
 
$
(790
)
 
$
1,196

 
$
10,934

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
1,071

 
1,088,641

 
$
11

 
$
9,881

 
(2,953
)
 
$
(27
)
 
$
(401
)
 
$
(227
)
 
$
10,308

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
754

 
754

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
31

 
 
 
31

Repurchase of common stock
 
 
(9,645
)
 

 
(123
)
 
 
 
 
 
 
 
 
 
(123
)
Cash dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.24 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(261
)
 
(261
)
Preferred Series A ($63.75 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(23
)
 
(23
)
Preferred Series B ($28.96 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
 
(1
)
Preferred Series C ($44.07 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5
)
 
(5
)
Preferred Series D ($46.88 per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(28
)
 
(28
)
Recognition of the fair value of share-based compensation
 
 
 
 
 
 
73

 
 
 
 
 
 
 
 
 
73

Other share-based compensation activity
 
 
5,361

 

 
(12
)
 
 
 
 
 
 
 
(8
)
 
(20
)
Other
 
 
10

 

 
2

 
(468
)
 
(8
)
 
 
 

 
(6
)
Balance, end of period
$
1,071

 
1,084,367

 
$
11

 
$
9,821

 
(3,421
)
 
$
(35
)
 
$
(370
)
 
$
201

 
$
10,699

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Unaudited Condensed Consolidated Financial Statements

42

Table of Contents

Huntington Bancshares Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine Months Ended September 30,
(dollar amounts in millions)
2018
 
2017
Operating activities
 
Net income
$
1,059

 
$
754

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
Provision for credit losses
175

 
136

Depreciation and amortization
350

 
307

Share-based compensation expense
59

 
73

Deferred income tax expense
125

 
36

Net losses (gains) on sales of securities
2

 
(4
)
Impairment losses recognized in earnings on available-for-sale securities

 
4

Net change in:
 
 
 
Trading account securities
3

 
45

Loans held for sale
(384
)
 
(164
)
Accrued income and other assets
(325
)
 
(137
)
Accrued expense and other liabilities
215

 
42

Other, net
(135
)
 
14

Net cash provided by (used in) operating activities
1,144

 
1,106

Investing activities
 
Change in interest bearing deposits in banks
62

 
21

Proceeds from:
 
 
 
Maturities and calls of available-for-sale securities
1,539

 
1,081

Maturities of held-to-maturity securities
573

 
793

Sales of available-for-sale securities
381

 
1,247

Maturities, calls, and sales of other securities
40

 
8

Purchases of available-for-sale securities
(1,044
)
 
(3,169
)
Purchases of held-to-maturity securities
(71
)
 
(690
)
Purchases of other securities
(5
)
 
(40
)
Net proceeds from sales of portfolio loans
461

 
427

Net loan and lease activity, excluding sales and purchases
(3,583
)
 
(2,159
)
Purchases of premises and equipment
(62
)
 
(145
)
Purchases of loans and leases
(318
)
 
(113
)
Other, net
50

 
37

Net cash provided by (used in) investing activities
(1,977
)
 
(2,702
)
Financing activities
 
 
 
Increase in deposits
4,648

 
2,837

Decrease in short-term borrowings
(3,613
)
 
(1,865
)
Net proceeds from issuance of long-term debt
2,121

 
1,773

Maturity/redemption of long-term debt
(1,915
)
 
(883
)
Dividends paid on preferred stock
(51
)
 
(57
)
Dividends paid on common stock
(362
)
 
(262
)
Repurchases of common stock
(739
)
 
(123
)
Net proceeds from issuance of preferred stock
495

 

Net proceeds from issuance of secured financing
50

 

Payments related to tax-withholding for share based compensation awards
(27
)
 
(24
)
Other, net
5

 
9

Net cash provided by (used for) financing activities
612

 
1,405

Increase (decrease) in cash a cash equivalents
(221
)
 
(191
)
Cash and cash equivalents at beginning of period
1,520

 
1,385

Cash and cash equivalents at end of period
$
1,299

 
$
1,194



43

Table of Contents

 
Nine Months Ended
September 30,
(dollar amounts in millions)
2018
 
2017
Supplemental disclosures:
 
Interest paid
$
527

 
$
307

Income taxes (refunded) paid
(112
)
 
71

Non-cash activities
 
Loans transferred to held-for-sale from portfolio
470

 
446

Loans transferred to portfolio from held-for-sale
49

 
5

Transfer of loans to OREO
15

 
24

Transfer of securities from held-to-maturity to available-for-sale
2,833

 

Transfer of securities from available-for-sale to held-to-maturity
2,707

 
993

See Notes to Unaudited Condensed Consolidated Financial Statements

44

Table of Contents

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 statement of the consolidated financial position, the results of operations, and cash flows for the periods presented. 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 2017 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 flow 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 amounts reported in prior periods have been reclassified to conform to the current period presentation.

45

Table of Contents

2. ACCOUNTING STANDARDS UPDATE
Accounting standards adopted in current period
Standard
Summary of guidance
Effects on financial statements
ASU 2014-09 - Revenue from Contracts with Customers (Topic 606).
Issued May 2014
- Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance.

- Requires 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.

- Also requires additional qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

- Guidance sets forth a five step approach for revenue recognition.
- Huntington adopted the new guidance on January 1, 2018 using the modified retrospective approach.

- The update did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.

- See Note 12 for further detail impact on adoption.
ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities.
Issued January 2016

- Makes targeted improvements related to certain aspects of recognition, measurement, presentation and disclosures for financial instruments including requiring an entity to:
(a) Measure its equity investments with changes in the fair value recognized in the income statement.
(b) Present separately in OCI the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments (i.e., FVO liability).
(c) Use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.
(d) Assess deferred tax assets related to a net unrealized loss on AFS securities in combination with the entity’s other deferred tax assets.
- Huntington adopted the new guidance on January 1, 2018 using the modified retrospective approach.

- Amendments were applied as a cumulative-effect adjustment to the balance sheet as of January 1, 2018.

- Huntington reclassified $19 million of equity securities from AFS Securities to Other Securities on the Unaudited Condensed Consolidated Balance Sheets and reclassified unrealized gains of $1 million from AOCI to Retained Earnings. Prior periods have been adjusted to present these securities as Other Securities to facilitate comparison.
ASU 2016-15 - Classification of Certain Cash Receipts and Cash Payments.
Issued August 2016
- Clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows.

- Provides consistent principles for evaluating the classification of cash payments and receipts in the statement of cash flows to reduce diversity in practice with respect to several types of cash flows.
- Huntington adopted the new guidance on January 1, 2018.

- The update did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2017-07 - Improving the Presentation of Net Periodic Pension Cost and Periodic Postretirement Benefit Cost.
Issued March 2017
- Requires that an employer report the service cost component of the pension cost and postretirement benefit cost in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period.

- Other components of the net benefit cost should be presented or disclosed separately from the service cost component in the income statement.
- Huntington adopted the new guidance on January 1, 2018.

- The update did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.

46

Table of Contents

Standard
Summary of guidance
Effects on financial statements
ASU 2017-09 - Stock Compensation Modification Accounting.
Issued May 2017
- Reduces the current diversity in practice and provides explicit guidance pertaining to the provisions of modification accounting.

- Clarifies that an entity should account for effects of modification unless the fair value, vesting conditions and the classification of the modified award are the same as the original awards immediately before the original award is modified.
- Huntington adopted the new guidance on January 1, 2018.

- The update did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2017-12 - Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities. 
Issued August 2017
- Aligns the entity’s risk management activities and financial reporting for hedging relationships.

- Requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported.

- Refines measurement techniques for hedges of benchmark interest rate risk.

- Eliminates the separate measurement and reporting of hedge ineffectiveness.

- Allows stated amount of assets in a closed portfolio to be fair value hedged by excluding proportion of hedged item related to prepayments, defaults and other events.

- Eases hedge effectiveness testing including an option to perform qualitative testing.
- For cash flow and net investment hedges, the cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness should be recognized in AOCI with a corresponding adjustment to retained earnings.

- Huntington adopted the new guidance on January 1, 2018. Except as mentioned in the paragraph below, the update did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.

- Huntington reclassified $2.8 billion securities eligible to be hedged under the last-of-layer method from held-to-maturity to available-for-sale and recognized $26 million of fair value loss (net of tax) within OCI.
ASU 2018-02 - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220).
Issued Feb 2018
- Allows an entity to elect a reclassification from AOCI to retained earnings for stranded tax effects resulting from the TCJA.

-  The amount of that reclassification should include the effect of changes of tax rate on the deferred tax amount, any related valuation allowance and other income tax effects on the items in AOCI.

- Requires an entity to state if an election to reclassify the tax effect to retained earnings is made along with the description of other income tax effects that are reclassified from AOCI.

- Effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted.

- Huntington early adopted the guidance effective 4Q 2017.
ASU 2018-15 - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.
Issued August 2018
- Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software as well as with hosting arrangements that include an internal-use software license.

- Requires the entity to expense the capitalized implementation costs of a hosting arrangement over the term of the hosting arrangement.

- Requires the entity to present the expense related to implementation costs in the same statement of income line and statement of cash flows line where the fees for the service contract is recognized for respective statements.
- Effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years with early adoption permitted.

- Huntington early adopted the guidance effective 3Q 2018. The update did not have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements as the guidance was consistent with Huntington's existing accounting treatment for such arrangements.



47

Table of Contents

Accounting standards yet to be adopted
Standard
Summary of guidance
Effects on financial statements
ASU 2016-02 - Leases.
Issued February 2016

- New lease accounting model for lessors and lessees. For lessees, virtually all leases will be required to be recognized on the balance sheet by recording a right-of-use asset and lease liability. Subsequent accounting for leases varies depending on whether the lease is classified as an operating lease or a finance lease.

- Accounting applied by a lessor is largely unchanged from that applied under the existing guidance.

- 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.
- Effective for the fiscal period beginning after December 15, 2018, with early application permitted.

-  Management intends to adopt the guidance on January 1, 2019, and has a working group comprised of associates from different disciplines, including Procurement, Real Estate, and Credit Administration, to evaluate the impact of the standard where Huntington is a lessee or lessor, as well as any impact to borrower’s financial statements.

- Management is currently assessing the impact of the new guidance on Huntington's Unaudited Condensed Consolidated Financial Statements, including working with associates engaged in the procurement of goods and services used in the entity’s operations, and reviewing contractual arrangements for embedded leases in an effort to identify Huntington’s full lease population.

- Management expects to elect certain practical expedients offered by the FASB, including adopting the standard as of the effective date, and foregoing the restatement of comparative periods. Management also expects to exclude short-term leases from the recognition of right-of-use asset and lease liabilities. Additionally, Huntington will elect the transition relief allowed by FASB in foregoing the reassessment of the following: whether any existing contracts are or contain leases, the classification of existing leases, and the determination of initial direct costs for existing leases.

- Huntington expects to recognize right-of-use assets and lease liabilities of less than 1% of total assets, representing substantially all of its operating lease commitments. This estimate is based, primarily, on the present value of unpaid future minimum lease payments. Additionally, that amount may be impacted by assumptions around renewals and/or extensions, actual renewals and extensions before the effective date, the identification of embedded and other leases, and the interest rate used to discount those future lease obligations.
ASU 2016-13 - Financial Instruments - Credit Losses.
Issued June 2016
- Eliminates the probable recognition threshold for credit losses on financial assets measured at amortized cost.

- Requires those financial assets to be presented at the net amount expected to be collected (i.e., net of expected credit losses).

- Measurement of expected credit losses should be based on relevant information including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount.
- Effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018.

- Adoption will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.

- Management intends to adopt the guidance on January 1, 2020 and has a working group comprised of teams from different disciplines including credit, finance, and risk management to evaluate the requirements of the new standard and the impact it will have on our processes.

- Huntington is currently in the process of developing credit models as well as accounting, reporting, and governance processes to comply with the new credit reserve requirements.

48

Table of Contents

Standard
Summary of guidance
Effects on financial statements
ASU 2017-04 - Simplifying the Test for Goodwill Impairment.
Issued January 2017
- Simplifies the goodwill impairment test by eliminating Step 2 of the goodwill impairment process, which requires an entity to determine the implied fair value of its goodwill by assigning fair value to all its assets and liabilities.

- Entities will instead recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value.

- Entities will still have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.
- Effective for annual and interim goodwill tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted.

- The amendment is not expected to have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.
ASU 2018-13 - Fair Value Measurement (Topic 820).
Issued August 2018
- Modifies the disclosure requirements on fair value measurements.

 - Removes disclosures for transfers between Level 1 and Level 2, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements.

 - Clarifies that the information about uncertainty in measurement in uncertainty disclosure should be as of the reporting date.

 - Adds disclosures related to (a) changes in unrealized gains/losses in OCI for Level 3 fair value measurements for assets held at the end of the reporting period, and (b) the process of calculating weighted average for significant unobservable inputs used to develop Level 3 fair value measurements.
- Effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years with early adoption permitted.

- The amendment is not expected to have a significant impact on Huntington's Unaudited Condensed Consolidated Financial Statements.


ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans.
Issued August 2018
- Modifies the disclosure requirements for defined benefit pension plans.

 - Removes disclosures pertaining to (a) the amounts of AOCI expected to be recognized as pension costs over the next fiscal year, (b) the amount and timing of plan assets expected to be returned to the employer, and (c) the effect of one-percentage-point change in the assumed health care trends on (i) service and interest cost and (ii) postretirement health care benefit obligation.

 - Adds a new disclosure requiring an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.
- Effective retrospectively for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted.

- The amendment is not expected to have significant impact on the Huntington's Unaudited Condensed Consolidated Financial Statements.


49

Table of Contents

3. LOANS / LEASES AND ALLOWANCE FOR CREDIT LOSSES
Loans and leases 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. The total balance that is netted against the loans pertaining to unamortized premiums, discounts, fees, and costs are $408 million and $334 million at September 30, 2018 and December 31, 2017, respectively.
Loan and Lease Portfolio Composition
The following table provides a detailed listing of Huntington’s loan and lease portfolio at September 30, 2018 and December 31, 2017.
(dollar amounts in millions)
September 30, 2018
 
December 31, 2017
Loans and leases:
 
 
 
Commercial and industrial
$
29,196

 
$
28,107

Commercial real estate
7,073

 
7,225

Automobile
12,375

 
12,100

Home equity
9,850

 
10,099

Residential mortgage
10,459

 
9,026

RV and marine finance
3,152

 
2,438

Other consumer
1,265

 
1,122

Loans and leases
$
73,370

 
$
70,117

Allowance for loan and lease losses
(761
)
 
(691
)
Net loans and leases
$
72,609

 
$
69,426

Nonaccrual 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. See Note 1 “Significant Accounting Policies” to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2017 for a description of the accounting policies related to the NALs.
The following table presents NALs by loan class at September 30, 2018 and December 31, 2017.
(dollar amounts in millions)
September 30,
2018
 
December 31,
2017
Commercial and industrial
$
211

 
$
161

Commercial real estate
19

 
29

Automobile
5

 
6

Home equity
67

 
68

Residential mortgage
67

 
84

RV and marine finance
1

 
1

Other consumer

 

Total nonaccrual loans
$
370

 
$
349


50

Table of Contents

The following table presents an aging analysis of loans and leases, including past due loans and leases, by loan class at September 30, 2018 and December 31, 2017:
 
September 30, 2018
 
 
Past Due (1)
 
 
 
 Loans Accounted for Under FVO
 
Total Loans
and Leases
 
90 or
more days
past due
and accruing
 
(dollar amounts in millions)
30-59
Days
 
60-89
 Days
 
90 or 
more days
Total
 
Current
 
 
 
 
Commercial and industrial
$
48

 
$
17

 
$
58

 
$
123

 
$
29,073

 
$

 
$
29,196

 
$
9

(2)
Commercial real estate
6

 
1

 
7

 
14

 
7,059

 

 
7,073

 

 
Automobile
77

 
16

 
8

 
101

 
12,274

 

 
12,375

 
7

 
Home equity
46

 
17

 
60

 
123

 
9,725

 
2

 
9,850

 
15

 
Residential mortgage
116

 
42

 
151

 
309

 
10,071

 
79

 
10,459

 
117

(3)
RV and marine finance
9

 
2

 
2

 
13

 
3,139

 

 
3,152

 
1

 
Other consumer
13

 
6

 
5

 
24

 
1,241

 

 
1,265

 
5

 
Total loans and leases
$
315

 
$
101

 
$
291

 
$
707

 
$
72,582

 
$
81

 
$
73,370

 
$
154

 
 
December 31, 2017
 
 
Past Due (1)
 
 
 
Purchased
Credit Impaired
 
 Loans Accounted for Under FVO
 
Total Loans
and Leases
 
90 or
more days
past due
and accruing
 
(dollar amounts in millions)
30-59
Days
 
60-89
 Days
 
90 or 
more days
Total
 
Current
 
 
 
 
 
Commercial and industrial
35

 
14

 
65

 
114

 
27,954

 
39

 

 
28,107

 
9

(2)
Commercial real estate
10

 
1

 
11

 
22

 
7,201

 
2

 

 
7,225

 
3

 
Automobile
89

 
18

 
10

 
117

 
11,982

 

 
1

 
12,100

 
7

 
Home equity
49

 
19

 
60

 
128

 
9,969

 

 
2

 
10,099

 
18

 
Residential mortgage
129

 
48

 
118

 
295

 
8,642

 

 
89

 
9,026

 
72

(3)
RV and marine finance
11

 
3

 
2

 
16

 
2,421

 

 
1

 
2,438

 
1

 
Other consumer
12

 
5

 
5

 
22

 
1,100

 

 

 
1,122

 
5

 
Total loans and leases
$
335

 
$
108

 
$
271

 
$
714

 
$
69,269

 
$
41

 
$
93

 
$
70,117

 
$
115

 
(1)
NALs are included in this aging analysis based on the loan's past due status.
(2)
Amounts include Huntington Technology Finance administrative lease delinquencies.
(3)
Amounts include mortgage loans insured by U.S. government agencies.

Allowance for Credit Losses
Huntington maintains two reserves, both of which reflect Management’s judgment regarding the appropriate level necessary to absorb probable and estimable credit losses inherent in our loan and lease portfolio as of the balance sheet date: 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. See Note 1 “Significant Accounting Policies” to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2017 for a description of the accounting policies related to the ACL.
The ALLL is increased through a provision for credit losses that is charged to earnings, based on Management’s quarterly evaluation and is reduced by charge-offs, net of recoveries.
The following table presents ALLL and AULC activity by portfolio segment for the three-month and nine-month periods ended September 30, 2018 and 2017.

51

Table of Contents

(dollar amounts in millions)
 
Commercial
 
Consumer
 
Total
Three-month period ended September 30, 2018:
 
 
 
 
 
 
ALLL balance, beginning of period
 
$
531

 
$
210

 
$
741

Loan charge-offs
 
(11
)
 
(47
)
 
(58
)
Recoveries of loans previously charged-off
 
15

 
14

 
29

Provision for loan and lease losses
 
8

 
41

 
49

ALLL balance, end of period
 
$
543

 
$
218

 
$
761

AULC balance, beginning of period
 
$
90

 
$
3

 
$
93

Provision (reduction in allowance) for unfunded loan commitments and letters of credit
 
5

 
(1
)
 
4

AULC balance, end of period
 
$
95

 
$
2

 
$
97

ACL balance, end of period
 
$
638

 
$
220

 
$
858

Nine-month period ended September 30, 2018:
 
 
 
 
 
 
ALLL balance, beginning of period
 
$
482

 
$
209

 
$
691

Loan charge-offs
 
(46
)
 
(138
)
 
(184
)
Recoveries of loans previously charged-off
 
45

 
44

 
89

Provision for loan and lease losses
 
62

 
103

 
165

ALLL balance, end of period
 
$
543

 
$
218

 
$
761

AULC balance, beginning of period
 
$
84

 
$
3

 
$
87

Provision (reduction in allowance) for unfunded loan commitments and letters of credit
 
11

 
(1
)
 
10

AULC balance, end of period
 
$
95

 
$
2

 
$
97

ACL balance, end of period
 
$
638

 
$
220

 
$
858

(dollar amounts in millions)
 
Commercial
 
Consumer
 
Total
Three-month period ended September 30, 2017:
ALLL balance, beginning of period
 
$
475

 
$
193

 
$
668

Loan charge-offs
 
(19
)
 
(46
)
 
(65
)
Recoveries of loans previously charged-off
 
10

 
12

 
22

Provision for loan and lease losses
 
8

 
42

 
50

ALLL balance, end of period
 
$
474

 
$
201

 
$
675

AULC balance, beginning of period
 
$
82

 
$
3

 
$
85

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

 
(6
)
AULC balance, end of period
 
$
76

 
$
3

 
$
79

ACL balance, end of period
 
$
550

 
$
204

 
$
754

Nine-month period ended September 30, 2017:
ALLL balance, beginning of period
 
$
451

 
$
187

 
$
638

Loan charge-offs
 
(58
)
 
(134
)
 
(192
)
Recoveries of loans previously charged-off
 
34

 
40

 
74

Provision for loan and lease losses
 
47

 
108

 
155

ALLL balance, end of period
 
$
474

 
$
201

 
$
675

AULC balance, beginning of period
 
$
87

 
$
11

 
$
98

Provision (reduction in allowance) for unfunded loan commitments and letters of credit
 
(11
)
 
(8
)
 
(19
)
AULC balance, end of period
 
$
76

 
$
3

 
$
79

ACL balance, end of period
 
$
550

 
$
204

 
$
754


52

Table of Contents

Credit Quality Indicators
See Note 4 “Loans / Leases and Allowance for Credit Losses” to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2017 for a description of the credit quality indicators Huntington utilizes for monitoring credit quality and for determining an appropriate ACL level.
To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate ACL level for these loans, Huntington utilizes the following internally defined 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 represents 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.

Loans are generally assigned a category of "Pass" rating upon initial approval and subsequently updated as appropriate based on the borrowers financial performance.
Commercial loans categorized as OLEM, Substandard, or Doubtful are considered Criticized loans. Commercial loans categorized as Substandard or Doubtful are both considered Classified loans.
The following table presents each loan and lease class by credit quality indicator at September 30, 2018 and December 31, 2017.
 
September 30, 2018
(dollar amounts in millions)
Credit Risk Profile by UCS Classification
Commercial
Pass
 
OLEM
 
Substandard
 
Doubtful
 
Total
Commercial and industrial
$
27,407

 
$
678

 
$
1,104

 
$
7

 
$
29,196

Commercial real estate
6,766

 
189

 
117

 
1

 
7,073

 
 
 
 
 
 
 
 
 
 
 
Credit Risk Profile by FICO Score (1), (2)
Consumer
750+
 
650-749
 
<650
 
Other (3)
 
Total
Automobile
$
6,233

 
$
4,503

 
$
1,350

 
$
289

 
$
12,375

Home equity
6,173

 
2,963

 
650

 
62

 
9,848

Residential mortgage
6,841

 
2,783

 
622

 
134

 
10,380

RV and marine finance
2,007

 
966

 
101

 
78

 
3,152

Other consumer
471

 
612

 
124

 
58

 
1,265

 
December 31, 2017
(dollar amounts in millions)
Credit Risk Profile by UCS Classification
Commercial
Pass
 
OLEM
 
Substandard
 
Doubtful
 
Total
Commercial and industrial
$
26,268

 
$
694

 
$
1,116

 
$
29

 
$
28,107

Commercial real estate
6,909

 
200

 
115

 
1

 
7,225

 
 
 
 
 
 
 
 
 
 
 
Credit Risk Profile by FICO Score (1), (2)
Consumer
750+
 
650-749
 
<650
 
Other (3)
 
Total
Automobile
$
6,102

 
$
4,312

 
$
1,390

 
$
295

 
$
12,099

Home equity
6,352

 
3,024

 
617

 
104

 
10,097

Residential mortgage
5,697

 
2,581

 
605

 
54

 
8,937

RV and marine finance
1,433

 
863

 
96

 
45

 
2,437

Other consumer
428

 
540

 
143

 
11

 
1,122

(1)
Excludes loans accounted for under the fair value option.
(2)
Reflects updated customer credit scores.
(3)
Reflects deferred fees and costs, loans in process, etc.

53

Table of Contents

Impaired Loans
See Note 1 “Significant Accounting Policies” to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2017 for a description of accounting policies related to impaired loans.
The following tables present the balance of the ALLL attributable to loans by portfolio segment individually and collectively evaluated for impairment and the related loan and lease balance at September 30, 2018 and December 31, 2017.
(dollar amounts in millions)
 
Commercial
 
Consumer
 
Total
ALLL at September 30, 2018
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
Attributable to loans individually evaluated for impairment
 
$
46

 
$
10

 
$
56

Attributable to loans collectively evaluated for impairment
 
497

 
208

 
705

Total ALLL balance
 
$
543

 
$
218

 
$
761

Loan and Lease Ending Balances at September 30, 2018 (1)
 
 
 
 
 
 
Portion of loan and lease ending balance:
 
 
 
 
 
 
Individually evaluated for impairment
 
$
623

 
$
598

 
$
1,221

Collectively evaluated for impairment
 
35,646

 
36,422

 
72,068

Total loans and leases evaluated for impairment
 
$
36,269

 
$
37,020

 
$
73,289

(1)
Excludes loans accounted for under the fair value option.
(dollar amounts in millions)
 
Commercial
 
Consumer
 
Total
ALLL at December 31, 2017
 
 
 
 
 
 
Portion of ALLL balance:
 
 
 
 
 
 
Attributable to loans individually evaluated for impairment
 
$
32

 
$
9

 
$
41

Attributable to loans collectively evaluated for impairment
 
450

 
200

 
650

Total ALLL balance:
 
$
482

 
$
209

 
$
691

Loan and Lease Ending Balances at December 31, 2017 (1)
 
 
 
 
 
 
Portion of loan and lease ending balances:
 
 
 
 
 
 
Attributable to purchased credit-impaired loans
 
$
41

 
$

 
$
41

Individually evaluated for impairment
 
607

 
616

 
1,223

Collectively evaluated for impairment
 
34,684

 
34,076

 
68,760

Total loans and leases evaluated for impairment
 
$
35,332

 
$
34,692

 
$
70,024

(1)
Excludes loans accounted for under the fair value option.


54

Table of Contents

The following tables present by class the ending, unpaid principal balance, and the related ALLL, along with the average balance and interest income recognized only for impaired loans and leases: (1)
 
September 30, 2018
 
Three Months Ended
September 30, 2018
 
Nine Months Ended
September 30, 2018
(dollar amounts in millions)
Ending
Balance
 
Unpaid
Principal
Balance (6)
 
Related
Allowance
 
Average
Balance
 
Interest
Income
Recognized
 
Average
Balance
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
252

 
$
289

 
$

 
$
264

 
$
5

 
$
264

 
$
16

Commercial real estate
33

 
44

 

 
36

 
2

 
49

 
6

Automobile

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

Residential mortgage

 

 

 

 

 

 

RV and marine finance

 

 

 

 

 

 

Other consumer

 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
291

 
318

 
43

 
284

 
3

 
285

 
9

Commercial real estate
47

 
52

 
3

 
49

 
1

 
48

 
2

Automobile
39

 
43

 
2

 
38

 
1

 
37

 
2

Home equity
325

 
370

 
6

 
326

 
3

 
330

 
11

Residential mortgage
286

 
322

 
4

 
290

 
3

 
299

 
8

RV and marine finance
3

 
3

 

 
2

 

 
2

 

Other consumer
8

 
8

 
3

 
9

 

 
8

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial (3)
543

 
607

 
43

 
548

 
8

 
549

 
25

Commercial real estate (4)
80

 
96

 
3

 
85

 
3

 
97

 
8

Automobile (2)
39

 
43

 
2

 
38

 
1

 
37

 
2

Home equity (5)
325

 
370

 
6

 
326

 
3

 
330

 
11

Residential mortgage (5)
286

 
322

 
4

 
290

 
3

 
299

 
8

RV and marine finance (2)
3

 
3

 

 
2

 

 
2

 

Other consumer (2)
8

 
8

 
3

 
9

 

 
8

 



55

Table of Contents

 
December 31, 2017
 
Three Months Ended
September 30, 2017
 
Nine Months Ended
September 30, 2017
(dollar amounts in millions)
Ending
Balance
 
Unpaid
Principal
Balance (6)
 
Related
Allowance
 
Average
Balance
 
Interest
Income
Recognized
 
Average
Balance
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
284


$
311


$


$
295


$
5


$
228


$
7

Commercial real estate
56


81




71


2


80


6

Automobile

 

 

 

 

 

 

Home equity













Residential mortgage













RV and marine finance

 

 

 

 

 

 

Other consumer













 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
257

 
280

 
29

 
223

 
2

 
334

 
13

Commercial real estate
51

 
51

 
3

 
41

 

 
54

 
1

Automobile
36

 
40

 
2

 
33

 

 
32

 
2

Home equity
334

 
385

 
14

 
331

 
4

 
327

 
12

Residential mortgage
308

 
338

 
4

 
320

 
3

 
329

 
9

RV and marine finance
2

 
3

 

 
1

 

 
1

 

Other consumer
8

 
8

 
2

 
7

 

 
7

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial (3)
541

 
591

 
29

 
518

 
7

 
562

 
20

Commercial real estate (4)
107

 
132

 
3

 
112

 
2

 
134

 
7

Automobile (2)
36

 
40

 
2

 
33

 

 
32

 
2

Home equity (5)
334

 
385

 
14

 
331

 
4

 
327

 
12

Residential mortgage (5)
308

 
338

 
4

 
320

 
3

 
329

 
9

RV and marine finance (2)
2

 
3

 

 
1

 

 
1

 

Other consumer (2)
8

 
8

 
2

 
7

 

 
7

 

(1)
These tables do not include loans fully charged-off.
(2)
All automobile, RV and marine finance and other consumer impaired loans included in these tables are considered impaired due to their status as a TDR.
(3)
At September 30, 2018 and December 31, 2017, C&I loans of $408 million and $382 million, respectively, were considered impaired due to their status as a TDR.
(4)
At September 30, 2018 and December 31, 2017, CRE loans of $68 million and $93 million, respectively, were considered impaired due to their status as a TDR.
(5)
Includes home equity and residential mortgages considered to be collateral dependent due to their non-accrual status as well as home equity and mortgage loans considered impaired due to their status as a TDR.
(6)
The differences between the ending balance and unpaid principal balance amounts represent partial charge-offs.
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. See Note 4 “Loans / Leases and Allowance for Credit Losses” to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2017 for an additional discussion of TDRs.

56

Table of Contents

The following table presents, by class and modification type, the number of contracts, post-modification outstanding balance, and the financial effects of the modification for the three-month and nine-month periods ended September 30, 2018 and 2017.
 
New Troubled Debt Restructurings (1)
 
Three Months Ended September 30, 2018
 
Number of
Contracts
 
Post-modification Outstanding Recorded Investment (2)
 
Financial effects of modification (3)
(dollar amounts in millions)
 
Interest rate reduction
 
Amortization or maturity date change
 
Chapter 7 bankruptcy
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
131

 
$

 
$
35

 
$

 
$

 
$
35

 
$

Commercial real estate
9

 

 
5

 

 

 
5

 

Automobile
848

 

 
4

 
3

 

 
7

 

Home equity
159

 

 
8

 
3

 

 
11

 
(1
)
Residential mortgage
76

 

 
8

 
1

 

 
9

 

RV and marine finance
40

 

 

 

 

 

 

Other consumer
386

 
2

 

 

 

 
2

 

Total new TDRs
1,649

 
$
2

 
$
60

 
$
7

 
$

 
$
69

 
$
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Number of
Contracts
 
Post-modification Outstanding Recorded Investment (2)
 
Financial effects of modification (3)
(dollar amounts in millions)
 
Interest rate reduction
 
Amortization or maturity date change
 
Chapter 7 bankruptcy
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
277

 
$
1

 
$
138

 
$

 
$

 
$
139

 
$
(1
)
Commercial real estate
28

 

 
18

 

 

 
18

 

Automobile
797

 

 
4

 
3

 

 
7

 

Home equity
247

 

 
12

 
3

 

 
15

 

Residential mortgage
123

 

 
11

 
2

 

 
13

 

RV and marine finance
32

 

 

 
1

 

 
1

 

Other consumer
699

 

 
2

 

 

 
2

 

Total new TDRs
2,203

 
$
1

 
$
185

 
$
9

 
$

 
$
195

 
$
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
TDRs may include multiple concessions and the disclosure classifications are based on the primary concession provided to the borrower.
(2)
Post-modification balances approximate pre-modification balances. The aggregate amount of charge-offs as a result of a restructuring are not significant.
(3)
Amount represents the financial impact via provision for loan and lease losses as a result of the modification.

57

Table of Contents


 
New Troubled Debt Restructurings (1)
 
Nine Months Ended September 30, 2018
 
Number of
Contracts
 
Post-modification Outstanding Recorded Investment (2)
 
Financial effects of modification (3)
(dollar amounts in millions)
 
Interest rate reduction
 
Amortization or maturity date change
 
Chapter 7 bankruptcy
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
641

 
$

 
$
302

 
$

 
$

 
$
302

 
$
(7
)
Commercial real estate
95

 

 
79

 

 

 
79

 
(1
)
Automobile
2,088

 

 
11

 
6

 

 
17

 

Home equity
472

 

 
21

 
8

 

 
29

 
(2
)
Residential mortgage
278

 

 
29

 
2

 

 
31

 
(1
)
RV and marine finance
99

 

 

 
1

 

 
1

 

Other consumer
1,320

 
6

 

 

 

 
6

 

Total new TDRs
4,993

 
$
6

 
$
442

 
$
17

 
$

 
$
465

 
$
(11
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
 
Number of
Contracts
 
Post-modification Outstanding Recorded Investment (2)
 
Financial effects of modification (3)
(dollar amounts in millions)
 
Interest rate reduction
 
Amortization or maturity date change
 
Chapter 7 bankruptcy
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
747

 
$
1

 
$
419

 
$

 
$

 
$
420

 
$
(9
)
Commercial real estate
71

 

 
74

 

 

 
74

 
(1
)
Automobile
2,065

 

 
11

 
6

 

 
17

 
1

Home equity
739

 
1

 
26

 
9

 
4

 
40

 
(1
)
Residential mortgage
375

 

 
31

 
6

 
3

 
40

 
(1
)
RV and marine finance
105

 

 
1

 
1

 

 
2

 

Other consumer
707

 

 
4

 

 

 
4

 

Total new TDRs
4,809

 
$
2

 
$
566

 
$
22

 
$
7

 
$
597

 
$
(11
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
TDRs may include multiple concessions and the disclosure classifications are based on the primary concession provided to the borrower.
(2)
Post-modification balances approximate pre-modification balances. The aggregate amount of charge-offs as a result of a restructuring are not significant.
(3)
Amount represents the financial impact via provision for loan and lease losses as a result of the modification.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pledged Loans and Leases
The Bank has access to the Federal Reserve’s discount window and advances from the FHLB of Cincinnati. As of September 30, 2018 and December 31, 2017, these borrowings and advances are secured by $44.1 billion and $31.7 billion of loans and securities, respectively.

58

Table of Contents

4. AVAILABLE-FOR-SALE SECURITIES
Contractual maturities of available-for-sale securities at September 30, 2018 and December 31, 2017 were:
 
September 30, 2018
 
December 31, 2017
(dollar amounts in millions)
Amortized
Cost
 
Fair Value
 
Amortized
Cost
 
Fair Value
U.S. Treasury, Federal agency, and other agency securities:
 
 
 
 
 
 
 
U.S. Treasury:
 
 
 
 
 
 
 
1 year or less
$
5

 
$
5

 
$
5

 
$
5

Total U.S. Treasury
5

 
5

 
5

 
5

Federal agencies:
 
 
 
 
 
 
 
Residential CMO:
 
 
 
 
 
 
 
After 1 year through 5 years

 

 
1

 
1

After 5 years through 10 years
41

 
40

 
90

 
89

After 10 years
7,266

 
6,900

 
6,570

 
6,394

Total Residential CMO
7,307

 
6,940

 
6,661

 
6,484

Residential MBS:
 
 
 
 
 
 
 
After 1 year through 5 years
3

 
3

 
6

 
6

After 5 years through 10 years
30

 
29

 
7

 
8

After 10 years
613

 
588

 
1,358

 
1,353

Total Residential MBS
646

 
620

 
1,371

 
1,367

Commercial MBS:
 
 
 
 
 
 
 
After 1 year through 5 years
68

 
65

 
23

 
22

After 5 years through 10 years
8

 
8

 
151

 
148

After 10 years
1,707

 
1,630

 
2,365

 
2,317

Total Commercial MBS
1,783

 
1,703

 
2,539

 
2,487

Other agencies:
 
 
 
 
 
 
 
1 year or less
1

 
1

 
2

 
2

After 1 year through 5 years
10

 
10

 
9

 
9

After 5 years through 10 years
151

 
146

 
58

 
59

Total other agencies
162

 
157

 
69

 
70

Total U.S. Treasury, Federal agency, and other agency securities
9,903

 
9,425

 
10,645

 
10,413

Municipal securities:
 
 
 
 
 
 
 
1 year or less
211

 
208

 
103

 
103

After 1 year through 5 years
1,156

 
1,143

 
1,140

 
1,134

After 5 years through 10 years
1,714

 
1,686

 
1,709

 
1,704

After 10 years
833

 
811

 
940

 
937

Total municipal securities
3,914

 
3,848

 
3,892

 
3,878

Asset-backed securities:
 
 
 
 
 
 
 
After 1 year through 5 years
40

 
39

 
80

 
80

After 5 years through 10 years
41

 
41

 
53

 
54

After 10 years
291

 
283

 
349

 
333

Total asset-backed securities
372

 
363

 
482

 
467

Corporate debt:
 
 
 
 
 
 
 
1 year or less
1

 
1

 

 

After 1 year through 5 years
74

 
74

 
73

 
74

After 5 years through 10 years
11

 
12

 
20

 
21

After 10 years

 

 
13

 
14

Total corporate debt
86

 
87

 
106

 
109

Other securities/Sovereign debt:
 
 
 
 
 
 
 
1 year or less

 

 
1

 
1

After 1 year through 5 years
4

 
4

 
1

 
1

Total other securities/Sovereign debt
4

 
4

 
2

 
2

Total available-for-sale securities
$
14,279


$
13,727


$
15,127


$
14,869



59

Table of Contents

The following tables provide amortized cost, fair value, and gross unrealized gains and losses recognized in OCI by investment category at September 30, 2018 and December 31, 2017:
 
 
 
Unrealized
 
 
(dollar amounts in millions)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
September 30, 2018
 
 
 
 
 
 
 
U.S. Treasury
$
5

 
$

 
$

 
$
5

Federal agencies:
 
 
 
 
 
 
 
Residential CMO
7,307

 

 
(367
)
 
6,940

Residential MBS
646

 

 
(26
)
 
620

Commercial MBS
1,783

 

 
(80
)
 
1,703

Other agencies
162

 

 
(5
)
 
157

Total U.S. Treasury, Federal agency and other agency securities
9,903

 

 
(478
)
 
9,425

Municipal securities
3,914

 
11

 
(77
)
 
3,848

Asset-backed securities
372

 

 
(9
)
 
363

Corporate debt
86

 
1

 

 
87

Other securities/Sovereign debt
4

 

 

 
4

Total available-for-sale securities
$
14,279

 
$
12

 
$
(564
)
 
$
13,727

 
 
 
Unrealized
 
 
(dollar amounts in millions)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
December 31, 2017
 
 
 
 
 
 
 
U.S. Treasury
$
5

 
$

 
$

 
$
5

Federal agencies:
 
 
 
 
 
 
 
Residential CMO
6,661

 
1

 
(178
)
 
6,484

Residential MBS
1,371

 
1

 
(5
)
 
1,367

Commercial MBS
2,539

 

 
(52
)
 
2,487

Other agencies
69

 
1

 

 
70

Total U.S. Treasury, Federal agency and other agency securities
10,645

 
3

 
(235
)
 
10,413

Municipal securities
3,892

 
21

 
(35
)
 
3,878

Asset-backed securities
482

 
1

 
(16
)
 
467

Corporate debt
106

 
3

 

 
109

Other securities/Sovereign debt
2

 

 

 
2

Total available-for-sale securities
$
15,127

 
$
28

 
$
(286
)
 
$
14,869


60

Table of Contents

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 as of September 30, 2018 and December 31, 2017.
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in millions)
Fair Value
 
Gross Unrealized
Losses
 
Fair Value
 
Gross Unrealized
Losses
 
Fair Value
 
Gross Unrealized
Losses
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Residential CMO
$
2,286

 
$
(77
)
 
$
4,632

 
$
(290
)
 
$
6,918

 
$
(367
)
Residential MBS
542

 
(23
)
 
70

 
(3
)
 
612

 
(26
)
Commercial MBS
109

 
(4
)
 
1,594

 
(76
)
 
1,703

 
(80
)
Other agencies
80

 
(2
)
 
72

 
(3
)
 
152

 
(5
)
Total Federal Agency and other agency securities
3,017

 
(106
)
 
6,368

 
(372
)
 
9,385

 
(478
)
Municipal securities
1,846

 
(39
)
 
1,278

 
(38
)
 
3,124

 
(77
)
Asset-backed securities
157

 
(3
)
 
146

 
(6
)
 
303

 
(9
)
Corporate debt
65

 

 

 

 
65

 

Other securities/Sovereign debt

 

 

 

 

 

Total temporarily impaired securities
$
5,085

 
$
(148
)
 
$
7,792

 
$
(416
)
 
$
12,877

 
$
(564
)
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in millions)
Fair Value
 
Gross Unrealized
Losses
 
Fair Value
 
Gross Unrealized
Losses
 
Fair Value
 
Gross Unrealized
Losses
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Residential CMO
$
1,660

 
$
(19
)
 
$
4,520

 
$
(159
)
 
$
6,180

 
$
(178
)
Residential MBS
1,078

 
(5
)
 
11

 

 
1,089

 
(5
)
Commercial MBS
960

 
(15
)
 
1,527

 
(37
)
 
2,487

 
(52
)
Other agencies
39

 

 

 

 
39

 

Total Federal Agency and other agency securities
3,737

 
(39
)
 
6,058

 
(196
)
 
9,795

 
(235
)
Municipal securities
1,681

 
(21
)
 
497

 
(14
)
 
2,178

 
(35
)
Asset-backed securities
127

 
(1
)
 
173

 
(15
)
 
300

 
(16
)
Total temporarily impaired securities
$
5,545

 
$
(61
)
 
$
6,728

 
$
(225
)
 
$
12,273

 
$
(286
)
At September 30, 2018 and December 31, 2017, 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 $4.6 billion and $6.1 billion, respectively. There were no securities of a single issuer, which are not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either September 30, 2018 or December 31, 2017.
The following table is a summary of realized securities gains and losses for the three-month and nine-month periods ended September 30, 2018 and 2017, respectively.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Gross gains on sales of securities
$

 
$
4

 
$
6

 
$
8

Gross losses on sales of securities
(2
)
 
(4
)
 
(8
)
 
(4
)
Net (loss) gain on sales of securities
$
(2
)
 
$

 
$
(2
)
 
$
4

OTTI recognized in earnings

 

 

 
(4
)
Net securities losses
$
(2
)
 
$

 
$
(2
)
 
$



61

Table of Contents

Security Impairment
Huntington evaluates the available-for-sale securities portfolio for impairment on a quarterly basis by conducting 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 credit impairment would be recognized in earnings. As of September 30, 2018, Huntington has evaluated available-for-sale securities with gross unrealized losses for impairment and concluded no OTTI is required.
5. HELD-TO-MATURITY SECURITIES
These are debt securities that Huntington has the intent and ability to hold until maturity. The debt securities are carried at amortized cost and adjusted for amortization of premiums and accretion of discounts using the interest method.
Listed below are the contractual maturities of held-to-maturity securities at September 30, 2018 and December 31, 2017.
 
September 30, 2018
 
December 31, 2017
(dollar amounts in millions)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Federal agencies:
 
 
 
 
 
 
 
Residential CMO:
 
 
 
 
 
 
 
After 5 years through 10 years
36

 
35

 

 

After 10 years
2,167

 
2,073

 
3,714

 
3,657

Total Residential CMO
2,203

 
2,108

 
3,714

 
3,657

Residential MBS:
 
 
 
 
 
 
 
After 5 years through 10 years

 

 
28

 
28

After 10 years
1,624

 
1,555

 
1,021

 
1,016

Total Residential MBS
1,624

 
1,555

 
1,049

 
1,044

Commercial MBS:
 
 
 
 
 
 
 
After 1 year through 5 years

 

 
38

 
37

After 5 years through 10 years
130

 
126

 
1

 
1

After 10 years
4,141

 
3,968

 
3,752

 
3,698

Total Commercial MBS
4,271

 
4,094

 
3,791

 
3,736

Other agencies:
 
 
 
 
 
 
 
After 1 year through 5 years
12

 
12

 
7

 
8

After 5 years through 10 years
204

 
197

 
362

 
360

After 10 years
146

 
141

 
163

 
161

Total other agencies
362


350

 
532

 
529

Total Federal agencies and other agencies
8,460

 
8,107

 
9,086

 
8,966

Municipal securities:
 
 
 
 
 
 
 
After 10 years
5

 
5

 
5

 
5

Total municipal securities
5

 
5

 
5

 
5

Total held-to-maturity securities
$
8,465

 
$
8,112

 
$
9,091

 
$
8,971



62

Table of Contents

The following table provides amortized cost, gross unrealized gains and losses, and fair value by investment category at September 30, 2018 and December 31, 2017.
 
 
 
Unrealized
 
 
(dollar amounts in millions)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
September 30, 2018
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
Residential CMO
$
2,203

 
$

 
$
(95
)
 
$
2,108

Residential MBS
1,624

 

 
(69
)
 
1,555

Commercial MBS
4,271

 

 
(177
)
 
4,094

Other agencies
362

 

 
(12
)
 
350

Total Federal agencies and other agencies
8,460

 

 
(353
)
 
8,107

Municipal securities
5

 

 

 
5

Total held-to-maturity securities
$
8,465

 
$

 
$
(353
)
 
$
8,112

 
 
 
Unrealized
 
 
(dollar amounts in millions)
Amortized
Cost
 
Gross
Gains
 
Gross
Losses
 
Fair Value
December 31, 2017
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
Residential CMO
$
3,714

 
$
1

 
$
(58
)
 
$
3,657

Residential MBS
1,049

 
2

 
(7
)
 
1,044

Commercial MBS
3,791

 

 
(55
)
 
3,736

Other agencies
532

 
1

 
(4
)
 
529

Total Federal agencies and other agencies
9,086

 
4

 
(124
)
 
8,966

Municipal securities
5

 

 

 
5

Total held-to-maturity securities
$
9,091

 
$
4

 
$
(124
)
 
$
8,971

The following tables provide detail on HTM securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position, at September 30, 2018 and December 31, 2017.
 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in millions)
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Residential CMO
$
557

 
$
(21
)
 
$
1,551

 
$
(74
)
 
$
2,108

 
$
(95
)
Residential MBS
807

 
(33
)
 
748

 
(36
)
 
1,555

 
(69
)
Commercial MBS
410

 
(15
)
 
3,683

 
(162
)
 
4,093

 
(177
)
Other agencies
192

 
(6
)
 
138

 
(6
)
 
330

 
(12
)
Total Federal agencies and other agencies
1,966

 
(75
)
 
6,120

 
(278
)
 
8,086

 
(353
)
Municipal securities

 

 
4

 

 
4

 

Total temporarily impaired securities
$
1,966

 
$
(75
)
 
$
6,124

 
$
(278
)
 
$
8,090

 
$
(353
)

63

Table of Contents

 
Less than 12 Months
 
Over 12 Months
 
Total
(dollar amounts in millions)
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
 
Fair
Value
 
Gross Unrealized
Losses
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Federal agencies:
 
 
 
 
 
 
 
 
 
 
 
Residential CMO
$
2,369

 
$
(26
)
 
$
1,019

 
$
(32
)
 
$
3,388

 
$
(58
)
Residential MBS
974

 
(7
)
 

 

 
974

 
(7
)
Commercial MBS
3,456

 
(49
)
 
253

 
(6
)
 
3,709

 
(55
)
Other agencies
249

 
(2
)
 
139

 
(2
)
 
388

 
(4
)
Total Federal agencies and other agencies
7,048

 
(84
)
 
1,411

 
(40
)
 
8,459

 
(124
)
Municipal securities

 

 
5

 

 
5

 

Total temporarily impaired securities
$
7,048

 
$
(84
)
 
$
1,416

 
$
(40
)
 
$
8,464

 
$
(124
)
Security Impairment
Huntington evaluates the held-to-maturity securities portfolio on a quarterly basis for impairment. Impairment would exist when the present value of the expected cash flows is not sufficient to recover the entire amortized cost basis at the balance sheet date. Under these circumstances, any impairment would be recognized in earnings. As of September 30, 2018, Huntington has evaluated held-to-maturity securities with gross unrealized losses for impairment and concluded no OTTI is required.
6. OTHER SECURITIES
 
September 30, 2018
 
December 31, 2017
(dollar amounts in millions)
Amortized
Cost
 
Fair Value
 
Amortized
Cost
 
Fair Value
Other securities, at cost
 
 
 
 
 
 
 
Non-marketable equity securities:
 
 
 
 
 
 
 
Federal Home Loan Bank stock
248

 
248

 
287

 
287

Federal Reserve Bank stock
295

 
295

 
294

 
294

Other securities, at fair value
 
 
 
 
 
 
 
Mutual funds
20

 
20

 
18

 
18

Marketable equity securities
1

 
2

 
1

 
1

Total other securities
$
564

 
$
565

 
$
600

 
$
600

Other securities are primarily composed of FHLB stock and FRB stock (which are carried at cost) and mutual funds and other marketable equity securities (which are carried at fair value, with changes in fair value recognized in other noninterest income). Other securities that are carried at cost are reviewed at least annually for impairment, with valuation adjustments recognized in other noninterest income.
7. LOAN SALES AND SECURITIZATIONS
Residential Mortgage Portfolio
The following table summarizes activity relating to residential mortgage loans sold with servicing retained for the three-month and nine-month periods ended September 30, 2018 and 2017:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Residential mortgage loans sold with servicing retained
$
1,047

 
$
1,179

 
$
2,787

 
$
2,824

Pretax gains resulting from above loan sales (1)
24

 
27

 
64

 
66

(1)
Recorded in mortgage banking income.

64

Table of Contents

The following table summarizes the changes in MSRs recorded using the amortization method for the three-month and nine-month periods ended September 30, 2018 and 2017:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Carrying value, beginning of period
$
204

 
$
176

 
$
191

 
$
172

New servicing assets created
12

 
13

 
32

 
31

Impairment recovery (charge)

 
1

 
7

 

Amortization
(8
)
 
(7
)
 
(22
)
 
(20
)
Carrying value, end of period
$
208

 
$
183

 
$
208

 
$
183

Fair value, end of period
$
222

 
$
184

 
$
222

 
$
184

Weighted-average life (years)
7.1

 
7.0

 
7.1

 
7.0

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 highly sensitive to movement 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 economically 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 amortization method, a summary of key assumptions and the sensitivity of the MSR value to changes in these assumptions at September 30, 2018, and December 31, 2017 follows:
 
September 30, 2018
 
December 31, 2017
 
 
 
Decline in fair value due to
 
 
 
Decline in fair value due to
(dollar amounts in millions)
Actual
 
10%
adverse
change
 
20%
adverse
change
 
Actual
 
10%
adverse
change
 
20%
adverse
change
Constant prepayment rate (annualized)
8.10
%
 
$
(5
)
 
$
(10
)
 
8.30
%
 
$
(5
)
 
$
(10
)
Spread over forward interest rate swap rates
941
 bps
 
(7
)
 
(14
)
 
1,049
 bps
 
(7
)
 
(13
)

Additionally, at September 30, 2018 and 2017, Huntington held MSRs recorded using the fair value method of $11 million and $12 million, respectively.
Total servicing, late and other ancillary fees included in mortgage banking income were $15 million and $14 million for the three-month periods ended September 30, 2018 and 2017, respectively. For the nine-month periods ended September 30, 2018 and 2017, total servicing, late and other ancillary fees included in mortgage banking income were $44 million and $42 million. The unpaid principal balance of residential mortgage loans serviced for third parties was $20.6 billion and $19.8 billion at September 30, 2018 and December 31, 2017, respectively.
8. LONG-TERM DEBT
In May 2018, Huntington issued $500 million of senior notes at 99.686% of face value. The senior notes mature on May 15, 2025 and have a fixed coupon rate of 4.00%. The senior notes may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest.
In May 2018, the Bank issued $750 million of senior notes at 99.774% of face value. The senior notes mature on May 14, 2021 and have a fixed coupon rate of 3.25%. The senior notes may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest.
In August 2018, the Bank issued $750 million of senior notes at 99.780% of face value. The senior notes mature on October 6, 2023 and have a fixed coupon rate of 3.550%. The senior notes may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest.

65

Table of Contents

9. OTHER COMPREHENSIVE INCOME
The components of Huntington's OCI for the three-month and nine-month periods ended September 30, 2018 and 2017, were as follows:
 
Three Months Ended
September 30, 2018
 
 
 
Tax (Expense)
 
 
(dollar amounts in millions)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$

 
$

 
$

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
(82
)
 
18

 
(64
)
Less: Reclassification adjustment for net losses (gains) included in net income
3

 
(1
)
 
2

Net change in unrealized holding gains (losses) on available-for-sale debt securities
(79
)
 
17

 
(62
)
Net change in pension and other post-retirement obligations
2

 
(1
)
 
1

Total other comprehensive income (loss)
$
(77
)
 
$
16

 
$
(61
)
 
Three Months Ended
September 30, 2017
 
Tax (Expense)
(dollar amounts in millions)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$

 
$

 
$

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
(42
)
 
15

 
(27
)
Less: Reclassification adjustment for net losses (gains) included in net income
9

 
(4
)
 
5

Net change in unrealized holding gains (losses) on available-for-sale debt securities
(33
)
 
11

 
(22
)
Unrealized gains (losses) on derivatives used in cash flow hedging relationships arising during the period
2

 

 
2

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

 

 

Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
2

 

 
2

Net change in pension and other post-retirement obligations
2

 
(1
)
 
1

Total other comprehensive income (loss)
$
(29
)
 
$
10

 
$
(19
)
 
Nine Months Ended
September 30, 2018
 
 
 
Tax (expense)
 
 
(dollar amounts in millions)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$

 
$

 
$

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
(359
)
 
78

 
(281
)
Less: Reclassification adjustment for net losses (gains) included in net income
21

 
(4
)
 
17

Net change in unrealized holding gains (losses) on available-for-sale debt securities
(338
)
 
74

 
(264
)
Net change in pension and other post-retirement obligations
4

 
(1
)
 
3

Total other comprehensive income (loss)
$
(334
)
 
$
73

 
$
(261
)

66

Table of Contents

 
Nine Months Ended
September 30, 2017
 
Tax (expense)
(dollar amounts in millions)
Pretax
 
Benefit
 
After-tax
Noncredit-related impairment recoveries (losses) on debt securities not expected to be sold
$
3

 
$
(1
)
 
$
2

Unrealized holding gains (losses) on available-for-sale debt securities arising during the period
20

 
(7
)
 
13

Less: Reclassification adjustment for net losses (gains) included in net income
19

 
(7
)
 
12

Net change in unrealized holding gains (losses) on available-for-sale debt securities
42

 
(15
)
 
27

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

 

 
2

Less: Reclassification adjustment for net (gains) losses included in net income
1

 
(1
)
 

Net change in unrealized gains (losses) on derivatives used in cash flow hedging relationships
3

 
(1
)
 
2

Net change in pension and other post-retirement obligations
3

 
(1
)
 
2

Total other comprehensive income (loss)
$
48

 
$
(17
)
 
$
31


Activity in accumulated OCI for the nine-month periods ended September 30, 2018 and 2017, were as follows:
(dollar amounts in millions)
Unrealized gains
and (losses) on
debt securities
(1)
 
Unrealized
gains and
(losses) on
cash flow
hedging
derivatives
 
Unrealized gains
(losses) for
pension and
other post-
retirement
obligations
 
Total
December 31, 2017
$
(278
)
 
$

 
$
(250
)
 
$
(528
)
Cumulative-effect adjustments (ASU 2016-01)
(1
)
 

 

 
(1
)
Other comprehensive income before reclassifications
(281
)
 

 

 
(281
)
Amounts reclassified from accumulated OCI to earnings
17

 

 
3

 
20

Period change
(264
)
 

 
3

 
(261
)
September 30, 2018
$
(543
)
 
$

 
$
(247
)
 
$
(790
)
 
 
 
 
 
 
 
 
December 31, 2016
$
(193
)
 
$
(3
)
 
$
(205
)
 
$
(401
)
Other comprehensive income before reclassifications
15

 
2

 

 
17

Amounts reclassified from accumulated OCI to earnings
12

 

 
2

 
14

Period change
27

 
2

 
2

 
31

September 30, 2017
$
(166
)
 
$
(1
)
 
$
(203
)
 
$
(370
)
(1)
AOCI amounts at September 30, 2018, December 31, 2017 and September 30, 2017 include $141 million, $95 million and $97 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.

67

Table of Contents

The following table presents the reclassification adjustments out of accumulated OCI included in net income and the impacted line items as listed on the Unaudited Condensed Consolidated Statements of Income for the three-month and nine-month periods ended September 30, 2018 and 2017:
 
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 millions)
September 30, 2018
 
September 30, 2017
 
 
Gains (losses) on debt securities:
 
 
 
 
 
Amortization of unrealized gains (losses)
$
(3
)
 
$
(1
)
 
Interest income - held-to-maturity securities - taxable
Realized gain (loss) on sale of securities

 
(8
)
 
Noninterest income - net gains (losses) on sale of securities
OTTI recorded

 

 
Noninterest income - net gains (losses) on sale of securities
Total before tax
(3
)
 
(9
)
 
 
Tax (expense) benefit
1

 
4

 
 
Net of tax
$
(2
)
 
$
(5
)
 
 
Amortization of defined benefit pension and post-retirement items:
 
 
Actuarial gains (losses)
$
(2
)
 
$
(1
)
 
Noninterest income / expense (1)
Net periodic benefit costs

 
(1
)
 
Noninterest income / expense (1)
Total before tax
(2
)
 
(2
)
 
 
Tax (expense) benefit
1

 
1

 
 
Net of tax
$
(1
)
 
$
(1
)
 
 
 
 
 
 
 
 
 
Reclassifications out of accumulated OCI
Accumulated OCI components
Amounts reclassified from accumulated OCI
 
Location of net gain (loss) reclassified from accumulated OCI into earnings
 
Nine Months Ended
 
 
(dollar amounts in millions)
September 30, 2018
 
September 30, 2017
 
 
Gains (losses) on debt securities:
 
 
 
 
 
Amortization of unrealized gains (losses)
$
(9
)
 
$
(7
)
 
Interest income - held-to-maturity securities - taxable
Realized gain (loss) on sale of securities
(12
)
 
(8
)
 
Noninterest income - net gains (losses) on sale of securities
OTTI recorded

 
(4
)
 
Noninterest income - net gains (losses) on sale of securities
Total before tax
(21
)
 
(19
)
 
 
Tax (expense) benefit
4

 
7

 
 
Net of tax
$
(17
)
 
$
(12
)
 
 
Gains (losses) on cash flow hedging relationships:
Interest rate contracts
$

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

 

 
Noninterest income - other income
Total before tax

 
(1
)
 
 
Tax (expense) benefit

 
1

 
 
Net of tax
$

 
$

 
 
Amortization of defined benefit pension and post-retirement items:
Actuarial gains (losses)
$
(6
)
 
$
(4
)
 
Noninterest income / expense (1)
Net periodic benefit costs
2

 
1

 
Noninterest income / expense (1)
Total before tax
(4
)
 
(3
)
 
 
Tax (expense) benefit
1

 
1

 
 
Net of tax
$
(3
)
 
$
(2
)
 
 
(1)
The activity for 2018 and 2017 is recorded in Noninterest Income - other noninterest income and Noninterest Expense - personnel costs, respectively, on the Condensed Consolidated Statements of Income.


68

Table of Contents

10. SHAREHOLDERS’ EQUITY
The following is a summary of Huntington's non-cumulative perpetual preferred stock outstanding as of September 30, 2018.
(dollar amounts in millions, except per share amounts)
 
 
 
 
 
 
Series
 
Description
 
Issuance Date
 
Total Shares Outstanding
 
Carrying Amount
 
Dividend Rate
 
Earliest Redemption Date
Series B
 
Non-cumulative, non-voting, perpetual
 
12/28/2011
 
35,500

 
23

 
3-mo. LIBOR + 270 bps

 
1/15/2017
Series D
 
Non-cumulative, non-voting, perpetual
 
3/21/2016
 
400,000

 
386

 
6.25
%
 
7/15/2021
Series D
 
Non-cumulative, non-voting, perpetual
 
5/5/2016
 
200,000

 
199

 
6.25
%
 
7/15/2021
Series C
 
Non-cumulative, non-voting, perpetual
 
8/16/2016
 
100,000

 
100

 
5.875
%
 
1/15/2022
Series E
 
Non-cumulative, non-voting, perpetual
 
2/27/2018
 
5,000

 
495

 
5.700
%
 
4/15/2023
Total
 
 
 
 
 
740,500

 
1,203

 
 
 
 
Series B, D and C of preferred stock has a liquidation value and redemption price per share of $1,000, plus any declared and unpaid dividends. Series E stock has a liquidation value and redemption price per share of $100,000, plus any declared and unpaid dividends. All preferred stock has no stated maturity and redemption is solely at the option of the Company. Under current rules, any redemption of the preferred stock is subject to prior approval of the FRB.
Preferred A Stock conversion
On February 21, 2018, Huntington elected to effect the conversion of all of its outstanding 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock into common stock pursuant to the terms of the Series A Preferred Stock. On February 22, 2018, each share of Series A Preferred Stock was converted into 83.668 shares of Common Stock. Upon conversion, the Series A Preferred Stock is no longer outstanding and all rights with respect to the Series A Preferred Stock were ceased and terminated, except the right to receive the number of whole shares and any required cash-in-lieu of fractional shares of Common Stock. Following the conversion, the Series A Preferred Stock shares were delisted from trading on NASDAQ.
Preferred E Stock issued and outstanding
During the 2018 first quarter, Huntington issued $500 million of preferred stock. Huntington issued 500,000 depositary shares, each depositary shares representing a 1/100th ownership interest in a share of 5.700% Series E Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock (Preferred E Stock), par value $0.01 per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share). Each holder of a depositary share will be entitled to all proportional rights and preferences of the Preferred E Stock (including dividend, voting, redemption, and liquidation rights). Costs of $5 million related to the issuance of the Preferred E Stock are reported as a direct deduction from the face amount of the stock.
Dividends on the Preferred E Stock will be non-cumulative and payable quarterly in arrears, when, and if, authorized by the Company's board of directors or a duly authorized committee of the board and declared by the Company, at an annual rate of 5.700% per year on the liquidation preference of $100,000 per share, equivalent to $1,000 per depositary share. The dividend payment dates will be the fifteenth day of each January, April, July and October, commencing on July 15, 2018, or the next business day if any such day is not a business day.
The Preferred E Stock has no maturity date. Huntington may redeem the Preferred E Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after April 15, 2023 or (ii) in whole but not in part, within 90 days following a change in laws or regulations, in each case, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without regard to any undeclared dividends, on the Series E Preferred Stock prior to the date fixed for redemption. If Huntington redeems the Preferred E Stock, the depositary will redeem a proportional number of depositary shares. Neither the holders of Preferred E Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Preferred E Stock or the depositary shares. Any redemption of the Preferred E Stock is subject to prior approval of the FRB.

69

Table of Contents

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 stock. Potentially dilutive common shares are excluded from the computation of diluted earnings per share during periods in which the effect would be antidilutive.
On February 22, 2018, Huntington converted all its outstanding 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock to 30.3 million shares of common stock. Following the conversion, the additional shares were included in average common shares issued and outstanding. The 2018 total diluted average common shares issued and outstanding was impacted by using the if-converted method. The calculation of basic and diluted earnings per share for the three and nine-month periods ended September 30, 2018 and 2017 was as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions, share amounts in thousands)
2018
 
2017
 
2018
 
2017
Basic earnings per common share:
 
 
 
 
 
 
 
Net income
$
378

 
$
275

 
$
1,059

 
$
754

Preferred stock dividends
(18
)
 
(19
)
 
(51
)
 
(57
)
Net income available to common shareholders
$
360

 
$
256

 
$
1,008

 
$
697

Average common shares issued and outstanding
1,084,536

 
1,086,038

 
1,090,570

 
1,087,115

Basic earnings per common share
$
0.33

 
$
0.24

 
$
0.92

 
$
0.64

Diluted earnings per common share:
 
 
 
 
 
 
 
Net income available to common shareholders
$
360

 
$
256

 
$
1,008

 
$
697

Effect of assumed preferred stock conversion

 

 

 

Net income applicable to diluted earnings per share
$
360

 
$
256

 
$
1,008

 
$
697

Average common shares issued and outstanding
1,084,536

 
1,086,038

 
1,090,570

 
1,087,115

Dilutive potential common shares:
 
 
 
 
 
 
 
Stock options and restricted stock units and awards
15,655

 
17,079

 
17,105

 
17,515

Shares held in deferred compensation plans
3,549

 
3,228

 
3,416

 
3,096

Dilutive impact of Preferred Stock

 

 
5,887

 

Other

 
146

 

 
152

Dilutive potential common shares
19,204

 
20,453

 
26,408

 
20,763

Total diluted average common shares issued and outstanding
1,103,740

 
1,106,491

 
1,116,978

 
1,107,878

Diluted earnings per common share
$
0.33

 
$
0.23

 
$
0.90

 
$
0.63

There were approximately 1.6 million and 1.5 million of options to purchase shares of common stock outstanding for the three-month periods ended September 30, 2018 and 2017, respectively. There were approximately 2.0 million and 0.9 million of options to purchase shares of common stock outstanding for the nine-month periods ended September 30, 2018 and 2017. These options were not included in the computation of diluted earnings per share because the effect would be antidilutive.

70

Table of Contents

12. NONINTEREST INCOME
Huntington earns a variety of revenue including interest and fees from customers as well as revenues from non-customers. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Other sources of revenue fall within the scope of ASC 606 and are generally recognized within ‘noninterest income’. These revenues are included within various sections of the consolidated financial statements. The following table shows Huntington’s total noninterest income segregated between contracts with customers within the scope of ASC 606 and those within the scope of other GAAP Topics.
(dollar amounts in millions)
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
Noninterest income
 
 
 
Noninterest income from contracts with customers
$
223

 
$
654

Noninterest income within the scope of other GAAP topics
119

 
338

Total noninterest income
$
342

 
$
992

Huntington recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time while others are satisfied over a period of time. Revenue is recognized as the amount of consideration to which Huntington expects to be entitled to in exchange for transferring goods or services to a customer. When consideration includes a variable component, the amount of consideration attributable to variability is included in the transaction price only to the extent it is probable that significant revenue recognized will not be reversed when uncertainty associated with the variable consideration is subsequently resolved. Generally, the variability relating to the consideration is explicitly stated in the contracts, but may also arise from Huntington's customer business practice, for example, waiving certain fees related to customer’s deposit accounts such as NSF fees. Huntington's contracts generally do not contain terms that require significant judgement to determine the variability impacting the transaction price.
Revenue is measured as the amount of consideration Huntington expects to be entitled to in exchange for transferring goods or services. Revenue is segregated based on the nature of product and services offered as part of contractual arrangements. Revenue from contracts with customers is broadly segregated as follows:
Service charges on deposit accounts include fees and other charges Huntington receives to provide various services, including but not limited to, maintaining an account with a customer, providing overdraft services, wire transfer, transferring funds, and accepting and executing stop-payment orders. The consideration includes both fixed (e.g., account maintenance fee) and transaction fees (e.g., wire-transfer fee). The fixed fee is recognized over a period of time while the transaction fee is recognized when a specific service (e.g., execution of wire-transfer) is rendered to the customer. Huntington may, from time to time, waive certain fees (e.g., NSF fee) for customers but generally does not reduce the transaction price to reflect variability for future reversals due to the insignificance of the amounts. Waiver of fees reduces the revenue in the period the waiver is granted to the customer.
Cards and payment processing income includes interchange fees earned on debit cards and credit cards. All other fees (e.g. annual fees), and interest income are recognized in accordance with ASC 310. Huntington recognizes interchange fees for services performed related to authorization and settlement of a cardholder’s transaction with a merchant. Revenue is recognized when a cardholder’s transaction is approved and settled. The revenue may be constrained due to inherent uncertainty related to cardholder’s right to return goods and services but the uncertainty is resolved within a short period of time (generally within 30 days) and has been assessed as not material. Revenue is not adjusted for such variability, rather returns reduce the amount of interchange revenue in the period the return is made by the customer.
Certain volume or transaction based interchange expenses (net of rebates) paid to the payment network reduce the interchange revenue and are presented net on the income statement. Similarly, rewards payable under a reward program to cardholders are recognized as a reduction of the transaction price and are presented net against the interchange revenue.

71

Table of Contents

Trust and investment management services includes fee income generated from personal, corporate and institutional customers. Huntington also provides investment management services, cash management services and tax reporting to customers. Services are rendered over a period of time, over which revenue is recognized. Huntington may also recognize revenue from referring a customer to outside third-parties including mutual fund companies that pay distribution (12b-1) fees and other expenses. 12b-1 fees are received upon initially placing account holder’s funds with a mutual fund company as well as in the future periods as long as the account holder (i.e., the fund investor), remains invested in the fund. The transaction price includes variable consideration which is considered constrained as it is not probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur. Accordingly, those fees are recognized as revenue when the uncertainty associated with the variable consideration is subsequently resolved, that is, initial fees are recognized in the initial period while the future fees are recognized in future periods.
Insurance income includes agency commissions that are recognized when Huntington sells insurance policies to customers. Huntington is also entitled to renewal commissions and, in some cases, profit sharing which are recognized in subsequent periods. The initial commission is recognized when the insurance policy is sold to a customer. Renewal commission is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (i.e., when customer renews the policy). Profit sharing is also a variable consideration that is not recognized until the variability surrounding realization of revenue is resolved (i.e., Huntington have reached a minimum volume of sales). Another source of variability is the ability of the policy holder to cancel the policy anytime and in such cases, Huntington may be required, under the terms of the contract, to return part of the commission received. The variability related to cancellation of the policy is not deemed significant and thus, does not impact the amount of revenue recognized. In the event the policyholder chooses to cancel the policy at any time, the revenue for amounts which qualify for claw-back are reversed in the period the cancellation occurs.
Other noninterest income includes a variety of other revenue streams including capital markets revenue, consumer fees and marketing allowance revenue. Revenue is recognized when, or as, a performance obligation is satisfied. Inherent variability in the transaction price is not recognized until the uncertainty affecting the variability is resolved.
Control is transferred to a customer either at a point in time or over time. A performance obligation is deemed satisfied when the control over goods or services is transferred to the customer. To determine when control is transferred at a point in time, Huntington considers indicators, including but not limited to the right to payment for the asset, transfer of significant risk and rewards of ownership of the asset and acceptance of asset by the customer. When control is transferred over a period of time, for different performance obligations, either the input or output method is used to determine the progress. The measure of progress used to assess completion of the performance obligation varies between performance obligations and may be based on time throughout the period of service or on the value of goods and services transferred to the customer. As each distinct service or activity is performed, Huntington transfers control to the customer based on the services performed as the customer simultaneously receives the benefits of those services. This timing of revenue recognition aligns with the resolution of any uncertainty related to variable consideration. Costs incurred to obtain a revenue producing contract is expensed when incurred as a practical expedient as the contractual period for majority of contracts is one year or less.
Revenue is recorded in the business segment responsible for the related product or service. Fee sharing arrangements exist to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Business segment results are determined based upon management's reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around Huntington's organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.

72

Table of Contents

The following table illustrates the disaggregation by operating segment and major revenue stream and reconciles disaggregated revenue to segment revenue presented in Note 18.
 
Three Months Ended September 30, 2018
(dollar amounts in millions)
Consumer & Business Banking
 
Commercial Banking
 
Vehicle Finance
 
RBHPCG
 
Treasury / Other
 
Huntington Consolidated
Major Revenue Streams
 
 
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
$
75

 
$
16

 
$
1

 
$
1

 
$

 
$
93

Cards and payment processing income
50

 
3

 

 

 

 
53

Trust and investment management services
7

 
1

 

 
34

 

 
42

Insurance income
8

 
1

 

 
10

 

 
19

Other income
10

 
2

 
1

 
2

 
1

 
16

Net revenue from contracts with customers
$
150

 
$
23

 
$
2

 
$
47

 
$
1

 
$
223

Noninterest income within the scope of other GAAP topics
42

 
56

 

 

 
21

 
119

Total noninterest income
$
192

 
$
79

 
$
2

 
$
47

 
$
22

 
$
342

 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
(dollar amounts in millions)
Consumer & Business Banking
 
Commercial Banking
 
Vehicle Finance
 
RBHPCG
 
Treasury / Other
 
Huntington Consolidated
Major Revenue Streams
 
 
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
$
215

 
$
48

 
$
4

 
$
3

 
$

 
$
270

Cards and payment processing income
146

 
8

 

 

 

 
154

Trust and investment management services
19

 
3

 

 
106

 

 
128

Insurance income
26

 
3

 

 
31

 
1

 
61

Other Income
30

 
3

 
2

 
4

 
2

 
41

Net revenue from contracts with customers
$
436

 
$
65

 
$
6

 
$
144

 
$
3

 
$
654

Noninterest income within the scope of other GAAP topics
117

 
163

 
2

 
1

 
55

 
338

Total noninterest income
$
553

 
$
228

 
$
8

 
$
145

 
$
58

 
$
992

Huntington generally provides services for customers in which it acts as principal. Payment terms and conditions vary amongst services and customers, and thus impact the timing and amount of revenue recognition. Some fees may be paid before any service is rendered and accordingly, such fees are deferred until the obligations pertaining to those fees are satisfied. Most Huntington contracts with customers are cancelable by either party without penalty or they are short-term in nature, with a contract duration of less than one year. Accordingly, most revenue deferred for the reporting period ended September 30, 2018 is expected to be earned within one year. Huntington does not have significant balances of contract assets or contract liabilities and any change in those balances during the reporting period ended September 30, 2018 was determined to be immaterial.
13. BENEFIT PLANS
Huntington sponsors 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, no longer accrues service benefits to participants and provides benefits based upon length of service and compensation levels. Huntington's funding policy 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 2018.
In addition, Huntington has a 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 2017 Form 10-K.

73

Table of Contents

The following table shows the components of net periodic (benefit) cost for all plans:
 
Pension Benefits (1)
 
Post-Retirement Benefits (1)
 
Three Months Ended September 30,
 
Three Months Ended September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Service cost
$

 
$

 
$

 
$

Interest cost
9

 
8

 

 

Expected return on plan assets
(12
)
 
(13
)
 

 

Amortization of prior service cost

 

 
(1
)
 

Amortization of loss
2

 
1

 

 

Settlements
1

 
4

 

 

Net periodic (benefit) cost
$

 
$

 
$
(1
)
 
$

 
Pension Benefits (1)
 
Post-Retirement Benefits (1)
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Service cost
$
2

 
$
2

 
$

 
$

Interest cost
23

 
22

 

 

Expected return on plan assets
(36
)
 
(41
)
 

 

Amortization of prior service cost

 

 
(2
)
 
(1
)
Amortization of loss
6

 
5

 

 

Settlements
6

 
10

 

 

Net periodic (benefit) cost
$
1

 
$
(2
)
 
$
(2
)
 
$
(1
)
 
 
 
 
 
 
 
 
(1)
The pension and post-retirement (benefits) costs for 2018 and 2017 are recorded in Other noninterest income and Noninterest expense - personnel costs, respectively, in the Condensed Consolidated Statements of Income.

Huntington has a defined contribution plan that is available to eligible employees. Beginning January 1, 2018, Huntington increased the company match such that Huntington matches participant contributions 150% of the first 2% of base pay and 100% of the next 2%. Huntington's expense related to the defined contribution plans during the third quarter 2018 and 2017 was $7 million and $5 million, respectively. For the nine-month period ended September 30, 2018 and 2017, expense related to the defined contribution plans was $35 million and $26 million, respectively.
14. FAIR VALUES OF ASSETS AND LIABILITIES
See Note 18 “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, 2017 for a description of the valuation methodologies used for instruments measured at fair value. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the three-month and nine-month periods ended September 30, 2018 and 2017.

74

Table of Contents

Assets and Liabilities measured at fair value on a recurring basis
Assets and liabilities measured at fair value on a recurring basis at September 30, 2018 and December 31, 2017 are summarized below:
 
Fair Value Measurements at Reporting Date Using
 
Netting Adjustments (1)
 
September 30, 2018
(dollar amounts in millions)
Level 1
 
Level 2
 
Level 3
 
 
Assets
 
 
 
 
 
 
 
 
 
Trading account securities:
 
 
 
 
 
 
 
 
 
Municipal securities
$

 
$
5

 
$

 
$

 
$
5

Other securities
77

 
1

 

 

 
78

 
77

 
6

 

 

 
83

Available-for-sale securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
5

 

 

 

 
5

Residential CMOs

 
6,940

 

 

 
6,940

Residential MBS

 
620

 

 

 
620

Commercial MBS

 
1,703

 

 

 
1,703

Other agencies

 
157

 

 

 
157

Municipal securities

 
571

 
3,277

 

 
3,848

Asset-backed securities

 
363

 

 

 
363

Corporate debt

 
87

 

 

 
87

Other securities/sovereign debt

 
4

 

 

 
4

 
5

 
10,445

 
3,277

 

 
13,727

Other securities
22

 

 

 

 
22

Loans held for sale

 
727

 

 

 
727

Loans held for investment

 
49

 
32

 

 
81

MSRs

 

 
11

 

 
11

Derivative assets

 
493

 
5

 
(318
)
 
180

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
437

 
4

 
(221
)
 
220

 
Fair Value Measurements at Reporting Date Using
 
Netting Adjustments (1)
 
December 31, 2017
(dollar amounts in millions)
Level 1
 
Level 2
 
Level 3
 
 
Assets
 
 
 
 
 
 
 
 
 
Trading account securities:
 
 
 
 
 
 
 
 
 
Other securities
$
83

 
$
3

 
$

 
$

 
$
86

 
83

 
3

 

 

 
86

Available-for-sale securities:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
5

 

 

 

 
5

Residential CMOs

 
6,484

 

 

 
6,484

Residential MBS

 
1,367

 

 

 
1,367

Commercial MBS

 
2,487

 

 

 
2,487

Other agencies

 
70

 

 

 
70

Municipal securities

 
711

 
3,167

 

 
3,878

Asset-backed securities

 
443

 
24

 

 
467

Corporate debt

 
109

 

 

 
109

Other securities/sovereign debt

 
2

 

 

 
2

 
5

 
11,673

 
3,191

 

 
14,869

Other securities
19

 

 

 

 
19

Loans held for sale

 
413

 

 

 
413

Loans held for investment

 
55

 
38

 

 
93

MSRs

 

 
11

 

 
11

Derivative assets

 
316

 
6

 
(190
)
 
132

Liabilities
 
 
 
 
 
 
 
 
 
Derivative liabilities

 
326

 
5

 
(245
)
 
86

(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.

75

Table of Contents

The tables below present a rollforward of the balance sheet amounts for the three-month and nine-month periods ended September 30, 2018 and 2017, 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.
 
Level 3 Fair Value Measurements
Three Months Ended September 30, 2018
 
 
 
 
 
Available-for-sale securities
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Loans held for investment
Opening balance
$
11

 
$
1

 
$
3,178

 
$
34

Transfers out of Level 3 (1)

 
(12
)
 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
Included in earnings

 
9

 
(1
)
 

Included in OCI

 

 

 

Purchases/originations

 

 
260

 

Sales

 

 

 

Repayments

 

 

 
(2
)
Settlements

 
3

 
(160
)
 

Closing balance
$
11

 
$
1

 
$
3,277

 
$
32

Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date
$

 
$
(3
)
 
$

 
$

 
Level 3 Fair Value Measurements
Three Months Ended September 30, 2017
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-backed
securities
 
Loans held for investment
Opening balance
$
13

 
$
3

 
$
2,872

 
$
43

 
$
44

Transfers out of Level 3 (1)

 
(1
)
 

 

 

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

 
(1
)
 
(2
)
 

Included in OCI

 

 
(34
)
 
5

 

Purchases/originations

 

 
167

 

 

Sales

 

 

 
(22
)
 

Repayments

 

 

 

 
(4
)
Settlements

 

 
(46
)
 

 

Closing balance
$
12

 
$
3

 
$
2,958

 
$
24

 
$
40

Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date
$
(1
)
 
$
1

 
$

 
$

 
$

(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.

76

Table of Contents

 
Level 3 Fair Value Measurements
Nine Months Ended September 30, 2018
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-backed
securities
 
Loans held for investment
Opening balance
$
11

 
$
(1
)
 
$
3,167

 
$
24

 
$
38

Transfers out of Level 3 (1)

 
(26
)
 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
Included in earnings

 
25

 
(3
)
 
(2
)
 

Included in OCI

 

 
(37
)
 
11

 

Purchases/originations

 

 
539

 

 

Sales

 

 

 
(33
)
 

Repayments

 

 

 

 
(6
)
Settlements

 
3

 
(389
)
 

 

Closing balance
$
11

 
$
1

 
$
3,277

 
$

 
$
32

Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date
$

 
$
(1
)
 
$

 
$

 
$


 
Level 3 Fair Value Measurements
Nine Months Ended September 30, 2017
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-
backed
securities
 
Loans held for investment
Opening balance
$
14

 
$
(2
)
 
$
2,798

 
$
76

 
$
48

Transfers out of Level 3 (1)

 
(4
)
 

 

 

Total gains/losses for the period:
 
 
 
 
 
 
 
 
 
Included in earnings
(2
)
 
9

 
(4
)
 
(5
)
 
1

Included in OCI

 

 
(1
)
 
13

 

Purchases/originations

 

 
414

 

 

Sales

 

 

 
(59
)
 

Repayments

 

 

 

 
(9
)
Settlements

 

 
(249
)
 
(1
)
 

Closing balance
$
12

 
$
3

 
$
2,958

 
$
24

 
$
40

Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date
$
(2
)
 
$
9

 
$

 
$
(4
)
 
$

 
 
 
 
 
 
 
 
 
 
(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.
The tables below summarize the classification of gains and losses due to changes in fair value, recorded in earnings for Level 3 assets and liabilities for the three-month and nine-month periods ended September 30, 2018 and 2017:
 
Level 3 Fair Value Measurements
Three Months Ended September 30, 2018
 
 
 
 
 
Available-for-sale securities
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Loans held for investment
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
Mortgage banking income
$

 
$
9

 
$

 
$

Other expense

 

 
(1
)
 

Total
$

 
$
9

 
$
(1
)
 
$


77

Table of Contents

 
Level 3 Fair Value Measurements
Three Months Ended September 30, 2017
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-backed
securities
 
Loans held for investment
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
Mortgage banking income
$
(1
)
 
$
1

 
$

 
$

 
$

Securities gains (losses)

 

 

 
(2
)
 

Interest and fee income

 

 
(1
)
 

 

Total
$
(1
)
 
$
1

 
$
(1
)
 
$
(2
)
 
$

 
Level 3 Fair Value Measurements
Nine Months Ended September 30, 2018
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-backed
securities
 
Loans held for investment
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
Mortgage banking income
$

 
$
25

 
$

 
$

 
$

Securities gains (losses)

 

 

 
(2
)
 

Other expense

 

 
(3
)
 

 

Total
$

 
$
25

 
$
(3
)
 
$
(2
)
 
$

 
 
 
 
 
 
 
 
 
 
 
Level 3 Fair Value Measurements
Nine Months Ended September 30, 2017
 
 
 
 
 
Available-for-sale securities
 
 
(dollar amounts in millions)
MSRs
 
Derivative
instruments
 
Municipal
securities
 
Asset-backed
securities
 
Loans held for investment
Classification of gains and losses in earnings:
 
 
 
 
 
 
 
 
 
Mortgage banking income
$
(2
)
 
$
9

 
$

 
$

 
$

Securities gains (losses)

 

 

 
(5
)
 

Interest and fee income

 

 
(4
)
 

 

Noninterest income

 

 

 

 
1

Total
$
(2
)
 
$
9

 
$
(4
)
 
$
(5
)
 
$
1

Assets and liabilities under the fair value option
The following tables present the fair value and aggregate principal balance of certain assets and liabilities under the fair value option:
 
September 30, 2018
(dollar amounts in millions)
Total Loans
 
Loans that are 90 or more days past due
Assets
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
 
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
Loans held for sale
$
727

 
$
713

 
$
14

 
$

 
$

 
$

Loans held for investment
81

 
88

 
(7
)
 
6

 
7

 
(1
)
 
December 31, 2017
(dollar amounts in millions)
Total Loans
 
Loans that are 90 or more days past due
Assets
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
 
Fair value
carrying
amount
 
Aggregate
unpaid
principal
 
Difference
Loans held for sale
$
413

 
$
400

 
$
13

 
$
1

 
$
1

 
$

Loans held for investment
93

 
102

 
(9
)
 
10

 
11

 
(1
)

78

Table of Contents

The following tables present the net gains (losses) from fair value changes for the three-month and nine-month periods ended September 30, 2018 and 2017.
 
Net gains (losses) from fair value changes
 
Net gains (losses) from fair value changes
(dollar amounts in millions)
Three Months Ended September 30,
 
Nine Months Ended September 30,
Assets
2018
 
2017
 
2018
 
2017
Loans held for sale
$
(4
)
 
$
(2
)
 
$
(1
)
 
$
12

Loans held for investment

 

 

 
1

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. For the nine months ended September 30, 2018, assets measured at fair value on a nonrecurring basis were as follows:
 
 
 
Fair Value Measurements Using
 
 
(dollar amounts in millions)
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)
Nine Months Ended
September 30, 2018
Impaired loans
53

 

 

 
53

 
1

Other real estate owned
27

 

 

 
27

 
(1
)
Huntington records nonrecurring adjustments of collateral-dependent loans measured for impairment when establishing the ALLL. 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. Periodically, 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.

79

Table of Contents

Significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis
The table below presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis at September 30, 2018 and December 31, 2017:
 
Quantitative Information about Level 3 Fair Value Measurements at September 30, 2018
(dollar amounts in millions)
Fair Value
 
Valuation Technique
 
Significant Unobservable Input
 
Range (Weighted Average)
Measured at fair value on a recurring basis:
MSRs
$
11

 
Discounted cash flow
 
Constant prepayment rate
 
6% - 54% (8%)

 
 
 
 
 
Spread over forward interest rate
swap rates
 
5% - 11% (8%)

Derivative assets
5

 
Consensus Pricing
 
Net market price
 
-4%-8%(1%)

 
 
 
 
 
Estimated Pull through %
 
3% - 100% (91%)

Derivative liabilities
4

 
Discounted cash flow
 
Estimated conversion factor
 
163
%
 
 
 
 
 
Estimated growth rate of Visa Class A shares
 
7
%
 
 
 
 
 
 Discount rate
 
3
%
 
 
 
 
 
Timing of the resolution of the litigation
 
6/30/2020

Municipal securities
3,277

 
Discounted cash flow
 
Discount rate
 
3% - 4% (3%)

 
 
 
 
 
Cumulative default
 
0% - 64% (4%)

 
 
 
 
 
Loss given default
 
5% - 90% (25%)

Loans held for investment
32

 
Discounted cash flow
 
Discount rate
 
 7% (7%)

 
 
 
 
 
Constant prepayment rate
 
9% (9%)

Measured at fair value on a nonrecurring basis:
Impaired loans
53

 
Appraisal value
 
NA
 
NA

Other real estate owned
27

 
Appraisal value
 
NA
 
NA


80

Table of Contents

 
Quantitative Information about Level 3 Fair Value Measurements at December 31, 2017
(dollar amounts in millions)
Fair Value
 
Valuation Technique
 
Significant Unobservable Input
 
Range (Weighted Average)
Measured at fair value on a recurring basis:
MSRs
$
11

 
Discounted cash flow
 
Constant prepayment rate
 
8% - 33% (12%)
 
 
 
 
 
Spread over forward interest rate
swap rates
 
8% - 10% (8%)
Derivative assets
6

 
Consensus Pricing
 
Net market price
 
-5% - 20% (2%)
 
 
 
 
 
Estimated Pull through %
 
3% - 100% (75%)
Derivative liabilities
5

 
Discounted cash flow
 
Estimated conversion factor
 
165%
 
 
 
 
 
Estimated growth rate of Visa Class A shares
 
7%
 
 
 
 
 
 Discount rate
 
3%
 
 
 
 
 
Timing of the resolution of the litigation
 
12/31/2017 - 06/30/2020
Municipal securities
3,167

 
Discounted cash flow
 
Discount rate
 
0% - 10% (4%)
 
 
 
 
 
Cumulative default
 
0% - 64% (3%)
 
 
 
 
 
Loss given default
 
5% - 90% (24%)
Asset-backed securities
24

 
Discounted cash flow
 
Discount rate
 
7% - 7% (7%)
 
 
 
 
 
Cumulative prepayment rate
 
0% - 72% (7%)
 
 
 
 
 
Cumulative default
 
3% - 53% (7%)
 
 
 
 
 
Loss given default
 
90% - 100% (98%)
 
 
 
 
 
Cure given deferral
 
50% - 50% (50%)
Loans held for investment
38

 
Discounted cash flow
 
Discount rate
 
7% - 18% (8%)
 
 
 
 
 
Constant prepayment rate
 
2% - 22% (9%)
Measured at fair value on a nonrecurring basis:
MSRs
190

 
Discounted cash flow
 
Constant prepayment rate
 
6% - 21% (8%)
 
 
 
 
 
Spread over forward interest rate
swap rates
 
2% - 20% (10%)
Impaired loans
36

 
Appraisal value
 
NA
 
NA
Other real estate owned
33

 
Appraisal value
 
NA
 
NA
The following provides a general description of the impact of a change in an unobservable input on the fair value measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in the discussion below.
A significant change in the unobservable inputs may result in a significant change in the ending fair value measurement of Level 3 instruments. In general, prepayment rates increase when market interest rates decline and decrease when market interest rates rise and higher prepayment rates generally resulting in lower fair values for MSR assets and asset-backed securities.
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.

81

Table of Contents

Fair values of financial instruments
The following table provides the carrying amounts and estimated fair values of Huntington’s financial instruments at September 30, 2018 and December 31, 2017:
 
September 30, 2018
(dollar amounts in millions)
Amortized Cost
 
Lower of Cost or Market
 
Fair Value or
Fair Value Option
 
Total Carrying Amount
 
Estimated Fair Value
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and short-term assets
1,342

 

 

 
1,342

 
1,342

Trading account securities

 

 
83

 
83

 
83

Available-for-sale securities

 

 
13,727

 
13,727

 
13,727

Held-to-maturity securities
8,465

 

 

 
8,465

 
8,112

Other securities
543

 

 
22

 
565

 
565

Loans held for sale

 
65

 
727

 
792

 
795

Net loans and direct financing leases (1)
72,528

 

 
81

 
72,609

 
71,918

Derivatives

 

 
180

 
180

 
180

Financial Liabilities
 
 
 
 
 
 
 
 
 
Deposits
81,689

 

 

 
81,689

 
81,631

Short-term borrowings
1,348

 

 

 
1,348

 
1,348

Long-term debt
9,385

 

 

 
9,385

 
9,523

Derivatives

 

 
220

 
220

 
220

(1)
Includes collateral-dependent loans measured for impairment.
 
December 31, 2017
(dollar amounts in millions)
Amortized Cost
 
Lower of Cost or Market
 
Fair Value or
Fair Value Option
 
Total Carrying Amount
 
Estimated Fair Value
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and short-term assets
1,567

 

 

 
$
1,567

 
$
1,567

Trading account securities

 

 
86

 
86

 
86

Available-for-sale securities

 

 
14,869

 
14,869

 
14,869

Held-to-maturity securities
9,091

 

 

 
9,091

 
8,971

Other securities
581

 

 
19

 
600

 
600

Loans held for sale

 
75

 
413

 
488

 
491

Net loans and direct financing leases (1)
69,333

 

 
93

 
69,426

 
69,146

Derivatives

 

 
132

 
132

 
132

Financial Liabilities
 
 
 
 
 
 
 
 
 
Deposits
77,041

 

 

 
77,041

 
77,010

Short-term borrowings
5,056

 

 

 
5,056

 
5,056

Long-term debt
9,206

 

 

 
9,206

 
9,402

Derivatives

 

 
86

 
86

 
86

(1)
Includes collateral-dependent loans measured for impairment.

82

Table of Contents

The following table presents the level in the fair value hierarchy for the estimated fair values at September 30, 2018 and December 31, 2017:
 
Estimated Fair Value Measurements at Reporting Date Using
 
September 30, 2018
(dollar amounts in millions)
Level 1
 
Level 2
 
Level 3
 
Financial Assets
 
 
 
 
 
 
 
Trading account securities
$
77

 
$
6

 
$

 
$
83

Available-for-sale securities
5

 
10,445

 
3,277

 
13,727

Held-to-maturity securities

 
8,112

 

 
8,112

Other securities
22

 

 

 
22

Loans held for sale

 
727

 
68

 
795

Net loans and direct financing leases

 
49

 
71,869

 
71,918

Financial Liabilities
 
 
 
 
 
 
 
Deposits

 
74,423

 
7,208

 
81,631

Short-term borrowings
2

 

 
1,346

 
1,348

Long-term debt

 
8,986

 
537

 
9,523

 
Estimated Fair Value Measurements at Reporting Date Using
 
December 31, 2017
(dollar amounts in millions)
Level 1
 
Level 2
 
Level 3
 
Financial Assets
 
 
 
 
 
 
 
Trading account securities
$
83

 
$
3

 
$

 
$
86

Available-for-sale securities
5

 
11,673

 
3,191

 
14,869

Held-to-maturity securities

 
8,971

 

 
8,971

Other securities
19

 

 

 
19

Loans held for sale

 
413

 
78

 
491

Net loans and direct financing leases

 

 
69,146

 
69,146

Financial Liabilities

 

 

 
 
Deposits

 
73,975

 
3,035

 
77,010

Short-term borrowings

 

 
5,056

 
5,056

Long-term debt

 
8,944

 
458

 
9,402

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.
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.

83

Table of Contents

15. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are recorded in the Unaudited Condensed Consolidated Balance Sheets 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.
The following table presents the fair values of all derivative instruments included in the Unaudited Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017. Amounts in the table below are presented gross without the impact of any net collateral arrangements.
 
September 30, 2018
December 31, 2017
(dollar amounts in millions)
Asset
 
Liability
 
Asset
 
Liability
Derivatives designated as Hedging Instruments
 
 
 
 
 
 
 
Interest rate contracts
$
15

 
$
65

 
$
22

 
$
121

Derivatives not designated as Hedging Instruments
 
 
 
 
 
 
 
Interest rate contracts
294

 
198

 
187

 
100

Foreign exchange contracts
28

 
22

 
18

 
18

Commodities contracts
157

 
152

 
92

 
87

Equity contracts
4

 
4

 
3

 
5

Total Contracts
$
498

 
$
441

 
$
322

 
$
331

The following table presents the amount of gain or loss recognized in income for derivatives not designated as hedging instruments under ASC Subtopic 815-10 in the Unaudited Condensed Consolidated Income Statement for the three-month and nine-month periods ended September 30, 2018.
 
 
Location of Gain or (Loss) Recognized in Income on Derivative
 
Amount of Gain or (Loss) Recognized in Income on Derivative
(dollar amounts in millions)
 
 
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
Interest rate contracts:
 

 
 
 
 
Customer
 
Capital markets fees
 
$
11

 
$
30

Mortgage Banking
 
Mortgage banking income
 
5

 
(3
)
Foreign exchange contracts
 
Capital markets fees
 
6

 
18

Commodities contracts
 
Capital markets fees
 
1

 
3

Equity contracts
 
Other noninterest expense
 

 
3

Total
 
 
 
$
23

 
$
51

Derivatives used in asset and liability management activities
Huntington engages in balance sheet hedging activity, principally for asset and 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 subordinated and other long-term debt from fixed-rate obligations to floating rate. Cash flow hedges are also used to convert floating rate securities into fixed rate securities.

84

Table of Contents

The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities at September 30, 2018 and December 31, 2017, identified by the underlying interest rate-sensitive instruments.
 
September 30, 2018
(dollar amounts in millions)
Fair Value Hedges
 
Cash Flow Hedges
 
Total
Instruments associated with:
 
 
 
 
 
Investment securities

 
$
12

 
$
12

Subordinated notes
375

 

 
375

Long-term debt
5,340

 

 
5,340

Total notional value at September 30, 2018
$
5,715

 
$
12

 
$
5,727

 
 
 
 
 
 
 
December 31, 2017
(dollar amounts in millions)
Fair Value Hedges
 
Cash Flow Hedges
 
Total
Instruments associated with:
 
 
 
 
 
Subordinated notes
$
950

 

 
$
950

Long-term debt
7,425

 

 
7,425

Total notional value at December 31, 2017
$
8,375

 
$

 
$
8,375

The following table presents additional information about the interest rate swaps used in Huntington’s asset and liability management activities at September 30, 2018 and December 31, 2017.
 
September 30, 2018
 
 
 
 
 
 
 
Weighted-Average Rate
(dollar amounts in millions)
Notional Value
 
Average Maturity (years)
 
Fair Value
 
Receive
 
Pay
Asset conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
$
12

 
1.5

 
$

 
2.20
%
 
2.16
%
Liability conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
5,715

 
2.5

 
(50
)
 
2.08

 
2.26

Total swap portfolio at September 30, 2018
$
5,727

 
2.5

 
$
(50
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
Weighted-Average Rate
(dollar amounts in millions)
Notional Value
 
Average Maturity (years)
 
Fair Value
 
Receive
 
Pay
Liability conversion swaps
 
 
 
 
 
 
 
 
 
Receive fixed—generic
$
8,375

 
2.5

 
$
(99
)
 
1.56
%
 
1.44
%
Total swap portfolio at December 31, 2017
$
8,375

 
2.5

 
$
(99
)
 
 
 
 
These derivative financial instruments are entered into to manage 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 are an adjustment to either interest income or interest expense. The net amounts resulted in an adjustment to net interest income of $(11) million and $3 million for the three-month periods ended September 30, 2018, and 2017, respectively, and $(25) million and $20 million for the nine-month periods ended September 30, 2018, and 2017, respectively.
During the second quarter of 2018, Huntington terminated $2.9 billion (notional value) of liability conversion swaps subsequent to de-designating these swaps as fair value hedges. The adjusted basis of the hedged item at termination was recorded as a loss of $149 million, which is being amortized over the remaining life of the long-term debt using the effective yield method. Cash payments to counterparties resulting from termination of interest rate swaps are classified as operating activities in our unaudited condensed consolidated statements of cash flows.
Fair Value Hedges
The changes in fair value of the fair value hedges are recorded through earnings and offset against changes in the fair value of the hedged item.

85

Table of Contents

The following table presents the change in fair value for derivatives designated as fair value hedges as well as the offsetting change in fair value on the hedged item for the three-month and nine-month periods ended September 30, 2018 and 2017.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions)
2018
 
2017
 
2018
 
2017
Interest rate contracts
 
 
 
 
 
 
 
Change in fair value of interest rate swaps hedging subordinated notes (1)
$
(2
)
 
$
(2
)
 
$
22

 
$
(5
)
Change in fair value of hedged subordinated notes (1)
2

 
4

 
(22
)
 
7

Change in fair value of interest rate swaps hedging other long-term debt (1)
(9
)
 
(6
)
 
33

 
(1
)
Change in fair value of hedged other long-term debt (1)
10

 
7

 
(27
)
 
(1
)
(1)
Recognized in Interest expense—subordinated notes and other long-term debt in the Unaudited Condensed Consolidated Statements of Income.
As of September 30, 2018, the following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges.
 
Carrying Amount of the Hedged Liabilities
 
Cumulative Amount of Fair Value Hedging Adjustment To Hedged Liabilities
(dollar amounts in millions)
September 30, 2018
 
September 30, 2018
Long-term debt
$
5,637

 
$
(67
)
The cumulative amount of fair value hedging adjustments remaining for any hedged assets and liabilities for which hedge accounting has been discontinued is $(135) million at September 30, 2018.
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 that economically hedge forward commitments to sell loans. The net asset position of these derivatives at September 30, 2018 and December 31, 2017 are $8 million and $7 million, respectively.
Derivatives used in customer related 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 consist of commodity, interest rate, and foreign exchange contracts. Huntington enters 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 or price 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. Commodity derivatives help the customer hedge risk and reduce exposure to fluctuations in the price of various commodities. Hedging of energy-related products and base metals comprise the 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 both September 30, 2018 and December 31, 2017, were $100 million and $88 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $25 billion and $22 billion at September 30, 2018 and December 31, 2017, respectively. Huntington’s credit risk from interest rate swaps used for trading purposes was $115 million and $119 million at the same dates, respectively.
Visa®-related Swaps
In connection with the sale of Huntington’s Class B Visa® shares, Huntington entered into a swap agreement with the purchaser of the shares. The swap agreement adjusts for dilution in the conversion ratio of Class B shares resulting from changes in the Visa® litigation. In connection with the FirstMerit acquisition, Huntington acquired an additional Visa® related swap agreement. At September 30, 2018, the combined fair value of the swap liabilities of $4 million is an estimate of the

86

Table of Contents

exposure liability based upon Huntington’s assessment of the potential Visa® litigation losses and timing of the litigation settlement.
Financial assets and liabilities that are offset in the Unaudited Condensed Consolidated Balance Sheets
Huntington records derivatives at fair value as further described in Note 14.
Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Additionally, 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 collateral and master netting agreements with these counterparties, and routinely exchanges cash and high quality securities collateral. Huntington enters into transactions with customers to meet their financing, investing, payment and risk management needs. These types of transactions generally are low dollar volume. Huntington enters into master netting agreements with customer counterparties; however, collateral is generally not exchanged with customer counterparties.
At September 30, 2018 and December 31, 2017, aggregate credit risk associated with these derivatives, net of collateral that has been pledged by the counterparty, was $17 million and $30 million, respectively. The credit risk associated with interest rate swaps is calculated after considering master netting agreements with broker-dealers and banks.
At September 30, 2018, Huntington pledged $72 million of investment securities and cash collateral to counterparties, while other counterparties pledged $246 million of investment securities and cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be required to provide additional collateral.
The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Unaudited Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017.
Offsetting of Financial Assets and Derivative Assets
 
 
 
 
Gross amounts
offset in the
condensed
consolidated
balance sheets
 
Net amounts of
assets
presented in
the condensed
consolidated
balance sheets
 
Gross amounts not offset in
the condensed consolidated
balance sheets
 
 
(dollar amounts in millions)
 
Gross amounts
of recognized
assets
 
 
 
Financial
instruments
 
Cash collateral
received
 
Net amount
September 30, 2018
Derivatives
$
498

 
$
(318
)
 
$
180

 
$
(2
)
 
$
(59
)
 
$
119

December 31, 2017
Derivatives
322

 
(190
)
 
132

 
(11
)
 
(18
)
 
103

Offsetting of Financial Liabilities and Derivative Liabilities
 
 
 
 
Gross amounts
offset in the
condensed
consolidated
balance sheets
 
Net amounts of
liabilities
presented in
the condensed
consolidated
balance sheets
 
Gross amounts not offset in
the condensed consolidated
balance sheets
 
 
(dollar amounts in millions)
 
Gross amounts
of recognized
liabilities
 
 
 
Financial
instruments
 
Cash collateral
delivered
 
Net amount
September 30, 2018
Derivatives
$
441

 
$
(221
)
 
$
220

 
$

 
$
(15
)
 
$
205

December 31, 2017
Derivatives
331

 
(245
)
 
86

 

 
(21
)
 
65


87

Table of Contents

16. VIEs
Unconsolidated VIEs
The following tables provide a summary of the assets and liabilities included in Huntington’s Unaudited Condensed Consolidated Financial Statements, as well as the maximum exposure to losses, associated with its interests related to unconsolidated VIEs for which Huntington holds an interest, but is not the primary beneficiary, to the VIE at September 30, 2018, and December 31, 2017:

September 30, 2018
(dollar amounts in millions)
Total Assets

Total Liabilities

Maximum Exposure to Loss
2016-1 Automobile Trust
$
3

 
$
1

 
$
3

2015-1 Automobile Trust





Trust Preferred Securities
14


252



Affordable Housing Tax Credit Partnerships
683


345


683

Other Investments
125


54


125

Total
$
825


$
652


$
811

 
December 31, 2017
(dollar amounts in millions)
Total Assets
 
Total Liabilities
 
Maximum Exposure to Loss
2016-1 Automobile Trust
$
7

 
$

 
$
7

2015-1 Automobile Trust
1

 

 
1

Trust Preferred Securities
14

 
252

 

Affordable Housing Tax Credit Partnerships
636

 
335

 
636

Other Investments
117

 
53

 
117

Total
$
775


$
640


$
761

Automobile Securitizations
Huntington transferred two automobile loans to trusts in two separate securitizations and the resulting sale of all underlying securities qualified for sale accounting. Huntington has concluded that it is not the primary beneficiary of these trusts because it has neither the obligation to absorb losses of the entities that could potentially be significant to the VIEs nor the right to receive benefits from the entities that could potentially be significant to the VIEs. Huntington is not required and does not currently intend to provide any additional financial support to the trusts. Investors and creditors only have recourse to the assets held by the trusts. The interest Huntington holds in the VIEs relates to servicing rights which are included within accrued income and other assets of Huntington’s Unaudited Consolidated Balance Sheets. The maximum exposure to loss is equal to the carrying value of the servicing asset.
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 Sheet as long-term debt. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Unaudited Condensed Consolidated Financial Statements.

88

Table of Contents

A list of trust preferred securities outstanding at September 30, 2018 follows:
(dollar amounts in millions)
Rate
 
Principal amount of
subordinated note/
debenture issued to trust (1)
 
Investment in
unconsolidated
subsidiary
Huntington Capital I
3.10
%
(2)
$
70

 
$
6

Huntington Capital II
3.02

(3)
32

 
3

Sky Financial Capital Trust III
3.80

(4)
72

 
2

Sky Financial Capital Trust IV
3.80

(4)
74

 
2

Camco Financial Trust
3.73

(5)
4

 
1

Total
 
 
$
252

 
$
14

(1)
Represents the principal amount of debentures issued to each trust, including unamortized original issue discount.
(2)
Variable effective rate at September 30, 2018, based on three-month LIBOR +0.70%.
(3)
Variable effective rate at September 30, 2018, based on three-month LIBOR +0.625%.
(4)
Variable effective rate at September 30, 2018, based on three-month LIBOR +1.40%.
(5)
Variable effective rate at September 30, 2018, 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.
Affordable 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 accounted for using the equity method. Investment 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 September 30, 2018 and December 31, 2017.
(dollar amounts in millions)
September 30,
2018
 
December 31,
2017
Affordable housing tax credit investments
$
1,102

 
$
996

Less: amortization
(419
)
 
(360
)
Net affordable housing tax credit investments
$
683

 
$
636

Unfunded commitments
$
345

 
$
335

The following table presents other information relating to Huntington’s affordable housing tax credit investments for the three-month and nine-month periods ended September 30, 2018 and 2017.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(dollar amounts in millions)
 
2018
 
2017
 
2018
 
2017
Tax credits and other tax benefits recognized
 
$
24

 
$
22

 
$
70

 
$
68

Proportional amortization method
 
 
 
 
 
 
 
 
Tax credit amortization expense included in provision for income taxes
19

 
17

 
59

 
51


89

Table of Contents

There were no impairment losses recognized during the three-month period ended September 30, 2018. Huntington recognized immaterial impairment losses for the three-month and nine-month periods ended September 30, 2017, and for the nine-month period ended September 30, 2018. 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 Small Business Investment Companies, Historic Tax Credit Investments, certain equity method investments and other miscellaneous investments.
17. COMMITMENTS AND CONTINGENT LIABILITIES
Commitments to extend credit
In the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the Unaudited Condensed Consolidated Financial Statements. The contract amounts of these financial agreements at September 30, 2018 and December 31, 2017, were as follows:
(dollar amounts in millions)
September 30,
2018

December 31,
2017
Contract amount representing credit risk
 
 
 
Commitments to extend credit:
 
 
 
Commercial
$
16,594


$
16,219

Consumer
14,798


13,384

Commercial real estate
1,182


1,366

Standby letters of credit
623


510

Commercial letters-of-credit
33


21

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 $10 million and $10 million at September 30, 2018 and December 31, 2017, respectively.
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 secure these instruments.
Commitments to sell loans
Activity related to our mortgage origination activity supports the hedging of the mortgage pricing commitments to customers and the secondary sale to third parties. At September 30, 2018 and December 31, 2017, Huntington had commitments to sell residential real estate loans of $1.1 billion and $0.7 billion, respectively. These contracts mature in less than one year.
Litigation and Regulatory Matters
The following supplements the disclosure in Note 21 - Commitments and Contingencies to the Consolidated Financial Statements of the Corporation’s 2017 Annual Report on Form 10-K.
In the ordinary course of business, Huntington is routinely a defendant in or party to pending and threatened legal and regulatory actions and proceedings.
In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, Huntington generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each matter may be.

90

Table of Contents

Huntington establishes an accrued liability when those matters present loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Huntington thereafter continues to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established.
For certain matters, Huntington is able to estimate a range of possible loss. In cases in which Huntington possesses information to estimate a range of possible loss, that estimate is aggregated and disclosed below. There may be other matters for which a loss is probable or reasonably possible but such an estimate of the range of possible loss may not be possible. For those matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of possible loss is $0 to $30 million at September 30, 2018 in excess of the accrued liability (if any) related to those matters. This estimated range of possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. The estimated range of possible loss does not represent Huntington’s maximum loss exposure.
Based on current knowledge, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the consolidated financial position of Huntington. Further, management believes that amounts accrued are adequate to address Huntington’s contingent liabilities. However, in light of the inherent uncertainties involved in these matters, some of which are beyond Huntington’s control, and the large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to Huntington’s results of operations for any particular reporting period.
18. SEGMENT REPORTING
Huntington's business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance. The Company has four major business segments: Consumer and Business Banking, Commercial Banking, Vehicle Finance, Regional Banking and The Huntington Private Client Group (RBHPCG). The Treasury / Other function includes technology and operations, other unallocated assets, liabilities, revenue, and expense.
Business segment results are determined based upon Huntington's management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around the 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 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 four business segments from Treasury / Other. Huntington utilizes 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 four business segments.
The management policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data. Accordingly, certain amounts have been reclassified to conform to the current period presentation.
Huntington uses an active and centralized FTP methodology to attribute appropriate net interest 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). A new methodology for establishing FTP rates was adopted in 2017, therefore prior period amounts have been restated to reflect the new methodology.

91

Table of Contents

Consumer and Business Banking - The Consumer and Business Banking segment, including Home Lending, 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, mortgage loans, consumer loans, credit cards, and small business loans and investment products. Other financial services available to consumer and small business customers include insurance, interest rate risk protection, foreign exchange, and treasury management. Business Banking is defined as serving companies with revenues up to $20 million. Home Lending supports origination and servicing of consumer loans and mortgages for customers who are generally located in our primary banking markets across all segments.
Commercial Banking - Through a relationship banking model, this segment provides a wide array of products and services to the middle market, large corporate, real estate and government public sector customers located primarily within our geographic footprint. The segment is divided into six business units: Middle Market, Specialty Banking, Asset Finance, Capital Markets/Institutional Corporate Banking, Commercial Real Estate and Treasury Management.
Vehicle Finance - Our products and services include providing financing to consumers for the purchase of automobiles, light-duty trucks, recreational vehicles and marine craft at franchised and other select dealerships, and providing financing to franchised dealerships for the acquisition of new and used inventory. Products and services are delivered through highly specialized relationship-focused bankers and product partners.
Regional Banking and The Huntington Private Client Group - The core business of The Huntington Private Client Group is The Huntington Private Bank, which consists of Private Banking, Wealth & Investment Management, and Retirement Plan Services. The Huntington Private Bank provides high net-worth customers with deposit, lending (including specialized lending options), and banking services. The Huntington Private Bank also delivers wealth management and legacy planning through investment and portfolio management, fiduciary administration, and trust services. This group also provides retirement plan services to corporate businesses. The Huntington Private Client Group provides corporate trust services and institutional and mutual fund custody services.
Listed in the table below is certain operating basis financial information reconciled to Huntington’s September 30, 2018, December 31, 2017, and September 30, 2017, reported results by business segment.
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
Income Statements
Consumer & Business Banking
 
Commercial Banking
 
Vehicle Finance
 
RBHPCG
 
Treasury / Other
 
Huntington Consolidated
(dollar amounts in millions)
 
 
 
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
431

 
$
239

 
$
101

 
$
48

 
$
(17
)
 
$
802

Provision (benefit) for credit losses
42

 
(1
)
 
12

 

 

 
53

Noninterest income
192

 
79

 
2

 
47

 
22

 
342

Noninterest expense
425

 
124

 
37

 
61

 
4

 
651

Provision (benefit) for income taxes
33

 
41

 
11

 
7

 
(30
)
 
62

Net income (loss)
$
123

 
$
154

 
$
43

 
$
27

 
$
31

 
$
378

2017
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
391

 
$
224

 
$
108

 
$
43

 
$
(8
)
 
$
758

Provision (benefit) for credit losses
24

 

 
20

 

 
(1
)
 
43

Noninterest income
189

 
67

 
3

 
46

 
25

 
330

Noninterest expense
416

 
117

 
39

 
58

 
50

 
680

Provision (benefit) for income taxes
49

 
61

 
18

 
11

 
(49
)
 
90

Net income (loss)
$
91

 
$
113

 
$
34

 
$
20

 
$
17

 
$
275


92

Table of Contents

    
 
Nine Months Ended September 30,
Income Statements
Consumer & Business Banking
 
Commercial Banking
 
Vehicle Finance
 
RBHPCG
 
Treasury / Other
 
Huntington Consolidated
(dollar amounts in millions)
 
 
 
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
1,239

 
$
688

 
$
300

 
$
139

 
$
(10
)
 
$
2,356

Provision (benefit) for credit losses
101

 
38

 
36

 

 

 
175

Noninterest income
553

 
228

 
8

 
145

 
58

 
992

Noninterest expense
1,266

 
373

 
110

 
184

 
3

 
1,936

Provision (benefit) for income taxes
89

 
106

 
34

 
21

 
(72
)
 
178

Net income (loss)
$
336

 
$
399

 
$
128

 
$
79

 
$
117

 
$
1,059

2017
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
1,151

 
$
675

 
$
318

 
$
126

 
$
(37
)
 
$
2,233

Provision (benefit) for credit losses
75

 
15

 
45

 
1

 

 
136

Noninterest income
544

 
201

 
11

 
141

 
70

 
967

Noninterest expense
1,242

 
353

 
113

 
182

 
192

 
2,082

Provision (benefit) for income taxes
132

 
178

 
60

 
29

 
(171
)
 
228

Net income (loss)
$
246

 
$
330

 
$
111

 
$
55

 
$
12

 
$
754

 
Assets at
 
Deposits at
(dollar amounts in millions)
September 30,
2018
 
December 31,
2017
 
September 30,
2018
 
December 31,
2017
Consumer & Business Banking
$
27,362

 
$
26,220

 
$
49,434

 
$
45,643

Commercial Banking
33,759

 
32,118

 
22,288

 
21,235

Vehicle Finance
18,895

 
17,865

 
348

 
358

RBHPCG
6,374

 
5,821

 
5,783

 
6,057

Treasury / Other
19,262

 
22,161

 
3,836

 
3,748

Total
$
105,652

 
$
104,185

 
$
81,689

 
$
77,041


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 2017 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 (the Exchange Act), 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 September 30, 2018. Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2018, Huntington’s disclosure controls and procedures were effective.
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2018, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

93

Table of Contents

PART II. OTHER INFORMATION
In accordance with the instructions to Part II, the other specified items in this part have been omitted because they are not applicable or the information has been previously reported.
Item 1: Legal Proceedings
Information required by this item is set forth in Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements included in Item 1 of this report and incorporated herein by reference.
Item 1A: Risk Factors
Information required by this item is set forth in Part 1 Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report and incorporated herein by reference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) and (b)
Not Applicable
(c)
Period
Total Number of Shares Purchased (1)
 
Average
Price Paid
Per Share
 
Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (2)
July 1, 2018 to July 31, 2018
21,951,696

 
$
18.96

 
$
651,693,191

August 1, 2018 to August 31, 2018
7,486,872

 
15.90

 
532,552,522

September 1, 2018 to September 30, 2018
14,232,070

 
10.92

 
377,010,017

Total
43,670,638

 
$
15.82

 
$
377,010,017

 
(1)
The reported shares were repurchased pursuant to Huntington’s publicly-announced share repurchase and accelerated share repurchase authorizations.
(2)
The number shown represents, as of the end of each period, the maximum number of shares (or approximate dollar value) of Common Stock that may yet be purchased under publicly-announced stock repurchase authorizations. The shares may be purchased, from time-to-time, depending on market conditions.
On June 28, 2018, Huntington was notified by the Federal Reserve that it had no objection to Huntington's proposed capital actions included in Huntington's capital plan submitted in the 2018 CCAR. These actions included a 27% increase in quarterly dividend per common share to $0.14, starting in the third quarter of 2018, the repurchase of up to $1.068 billion of common stock over the next four quarters (July 1, 2018 through June 30, 2019), and maintaining dividends on the outstanding classes of preferred stock and trust preferred securities. Any capital actions, including those contemplated in the above announced actions, are subject to consideration and evaluation by Huntington’s Board of Directors.
On July 17, 2018, the Board authorized the repurchase of up to $1.068 billion of common shares over the four quarters through the 2019 second quarter. During the 2018 third quarter, Huntington repurchased a total of 43.7 million shares at a weighted average share price of $15.82, with 25.3 million shares repurchased under the accelerated share repurchase program discussed below, and the remaining 18.4 million shares through open-market repurchases.
On July 27, 2018, Huntington entered into an accelerated share repurchase agreement for the repurchased approximately $400 million of its outstanding common shares. The accelerated share repurchase program enabled Huntington to purchase 20.9 million shares immediately. The accelerated share repurchase program ended in September 2018, resulting in approximately 4.4 million shares being delivered to Huntington.

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 free of charge 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

94

Table of Contents

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 10004.


Exhibit
Number
 
Document Description
 
Report or Registration Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 
3.1 (P)
 
Articles of Restatement of Charter.
 
Annual Report on Form 10-K for the year ended December 31, 1993
 
000-02525
 
3

(i) 
 
 
 
 
 
 
 
 
 
 
3.2
 
 
 
 

  
 
 
 
 
 
 
 
 
 
 
3.3
 
 
 
 

  
 
 
 
 
 
 
 
 
 
 
3.4
 
 
 
 

  
 
 
 
 
 
 
 
 
 
 
3.5
 
 
 
 

  
 
 
 
 
 
 
 
 
 
 
3.6
 
 
 
 

  
 
 
 
 
 
 
 
 
 
 
3.7
 
 
 
 

  
 
 
 
 
 
 
 
 
 
 
3.8
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
3.9
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
3.10
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
3.11
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
3.12
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
3.13
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
3.14
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
4.1(P)
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

95

Table of Contents

10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32.2
 
 
 
 
 
 
 
 
101
 
**The following material from Huntington’s Form 10-Q Report for the quarterly period ended September 30, 2018, 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.
 
 
 
 
 
 
 
 
*
Filed herewith
**
Furnished herewith

96

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:
October 30, 2018
 
/s/ Stephen D. Steinour
 
 
 
Stephen D. Steinour
 
 
 
Chairman, President, and Chief Executive Officer (Principal Executive Officer)
 
 
 
Date:
October 30, 2018
 
/s/ Howell D. McCullough III
 
 
 
Howell D. McCullough III
 
 
 
Chief Financial Officer
(Principal Financial Officer)


97