UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY PERIOD ENDED March 31, 2009
Commission File Number 1-34073
Huntington Bancshares Incorporated
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| Maryland
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31-0724920 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number (614) 480-8300
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2)
has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “ accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
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Yes þ No
There were 401,991,189 shares of Registrant’s common stock ($0.01 par value) outstanding on April
30, 2009.
Huntington Bancshares Incorporated
INDEX
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PART 1. FINANCIAL INFORMATION
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
INTRODUCTION
Huntington Bancshares Incorporated (we or our) is a multi-state diversified financial holding
company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through our
subsidiaries, including our bank subsidiary, The Huntington National Bank (the Bank), organized in
1866, we provide full-service commercial and consumer banking services, mortgage banking services,
automobile financing, equipment leasing, investment management, trust services, brokerage services,
customized insurance service programs, and other financial products and services. Our banking
offices are located in Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky.
Selected financial service activities are also conducted in other states including Private
Financial Group (PFG) offices in Florida, and Mortgage Banking offices in Maryland and New Jersey.
International banking services are available through the headquarters office in Columbus and a
limited purpose office located in both the Cayman Islands and Hong Kong.
The following Management’s Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) provides information we believe necessary for understanding our financial
condition, changes in financial condition, results of operations, and cash flows. This MD&A
provides updates to the discussion and analysis included in our Annual Report on Form 10-K for the
year ended December 31, 2008 (2008 Form 10-K). This MD&A should be read in conjunction with our
2008 Form 10-K, the financial statements, notes, and other information contained in this report.
Our discussion is divided into key segments:
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Introduction — Provides overview comments on important matters including risk factors,
acquisitions, and other items. These are essential for understanding our performance and
prospects. |
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Discussion of Results of Operations — Reviews financial performance from a consolidated
company perspective. It also includes a “Significant Items” section that summarizes key
issues helpful for understanding performance trends. Key consolidated average balance sheet
and income statement trends are also discussed in this section. |
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Risk Management and Capital — Discusses credit, market, liquidity, and operational
risks, including how these are managed, as well as performance trends. It also includes a
discussion of liquidity policies, how we obtain funding, and related performance. In
addition, there is a discussion of guarantees and/or commitments made for items such as
standby letters of credit and commitments to sell loans, and a discussion that reviews the
adequacy of capital, including regulatory capital requirements. |
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Lines of Business Discussion — Provides an overview of financial performance for each of
our major lines of business and provides additional discussion of trends underlying
consolidated financial performance. |
A reading of each section is important to understand fully the nature of our financial
performance and prospects.
Forward-Looking Statements
This report, including MD&A, contains certain forward-looking statements, including certain
plans, expectations, goals, projections, and statements, which are subject to numerous assumptions,
risks, and uncertainties. Statements that do not describe historical or current facts, including
statements about beliefs and expectations, are forward-looking statements. The forward-looking
statements are intended to be subject to the safe harbor provided by Section 27A of the Securities
Exchange Act of 1933 and Section 21E of the Securities Exchange Act.
Actual results could differ materially from those contained or implied by such statements for
a variety of factors including: (1) deterioration in the loan portfolio could be worse than
expected due to a number of factors such as the underlying value of the collateral could prove less
valuable than otherwise assumed and assumed cash flows may be worse than expected; (2) changes in
economic conditions; (3) movements in interest rates; (4) competitive pressures on product pricing
and services; (5) success and timing of other business strategies; (6) the nature, extent, and
timing of governmental actions and reforms, including existing and potential future restrictions
and limitations imposed in connection with the Troubled Asset Relief Program (TARP) voluntary
Capital Purchase Plan (CPP) or otherwise under the Emergency Economic Stabilization Act of 2008;
and (7) extended disruption of vital infrastructure.
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Additional factors that could cause results to differ materially from those described above
can be found in our 2008 Form 10-K, and documents subsequently filed by us with the Securities and
Exchange Commission (SEC). All forward-
looking statements included in this filing are based on information available at the time of
the filing. We assume no obligation to update any forward-looking statement.
Risk Factors
We, like other financial companies, are subject to a number of risks that may adversely affect
our financial condition or results of operation, many of which are outside of our direct control,
though efforts are made to manage those risks while optimizing returns. Among the risks assumed
are: (1) credit risk, which is the risk of loss due to loan and lease customers or other
counterparties not being able to meet their financial obligations under agreed upon terms, (2)
market risk, which is the risk of loss due to changes in the market value of assets and
liabilities due to changes in market interest rates, foreign exchange rates, equity prices, and
credit spreads, (3) liquidity risk, which is the risk of loss due to the possibility that
funds may not be available to satisfy current or future obligations resulting from external macro
market issues, investor and customer perception of financial strength, and events unrelated to the
company such as war, terrorism, or financial institution market specific issues, and (4)
operational risk, which is the risk of loss due to human error, inadequate or failed
internal systems and controls, 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.
More information on risk is set forth under the heading “Risk Factors” included in Item 1A of
our 2008 Form 10-K. Additional information regarding risk factors can also be found in the “Risk
Management and Capital” discussion.
Update to Risk Factors
During the first quarter of 2009, our commercial and residential real estate and real
estate-related portfolios continued to be affected by the ongoing reduction in real estate values
and reduced levels of sales and, more generally, all of our loan portfolios have been affected by
the sustained economic weakness of our Midwest markets and the impact of higher unemployment rates.
As described in the Credit Risk discussion, credit quality performance continued to be under
pressure during the first quarter of 2009, with nonaccrual loans (NALs) and nonperforming assets
(NPAs) both increasing at March 31, 2009, compared with December 31, 2008, and March 31, 2008. The
allowance for loan and lease losses (ALLL) of $838.5 million at March 31, 2009, was 2.12% of
period-end loans and leases and 54% of period-end nonaccrual loans and leases.
Our business depends on the creditworthiness of our customers and, in some cases, the value of
the assets securing our loans to them. Our commercial portfolio, as well as our real
estate-related portfolios, have continued to be negatively affected by the ongoing reduction in
real estate values and reduced levels of sales and leasing activities. More generally, all of our
loan portfolios, particularly our construction and commercial real estate loans, have been affected
by the sustained economic weakness of our Midwest markets and the impact of higher unemployment
rates. We periodically review the ALLL for adequacy considering economic conditions and trends,
collateral values, and credit quality indicators, including past charge-off experience and levels
of past due loans and NPAs. There is no certainty that the ALLL will be adequate over time to
cover credit losses in the portfolio because of continued adverse changes in the economy, market
conditions, or events adversely affecting specific customers, industries or markets. If the credit
quality of the customer base materially decreases, if the risk profile of a market, industry or
group of customers changes materially, or if the ALLL is not adequate, our business, financial
condition, liquidity, capital, and results of operations could be materially adversely affected.
Bank regulators periodically review our ALLL and may require us to increase our provision for
loan and lease losses or loan charge-offs. Any increase in our ALLL or loan charge-offs as required
by these regulatory authorities could have a material adverse effect on our results of operations
and our financial condition.
In particular, an increase in our ALLL could result in a reduction in the amount of our
tangible common equity (TCE). Given the focus on TCE, we may be required to raise additional
capital through the issuance of common stock as a result of an increase in our ALLL. The issuance
of additional common stock or other factors could have a dilutive effect on the existing holders of our common
stock, and adversely affect the market price of our common stock.
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Legislative and regulatory actions taken now or in the future to address the current liquidity and
credit crisis in the financial industry may significantly affect our financial condition, results
of operation, liquidity, or stock price.
Current economic conditions, particularly in the financial markets, have resulted in
government regulatory agencies and political bodies placing increased focus on and scrutiny of the
financial services industry. The U.S. Government has intervened on an unprecedented scale,
responding to what has been commonly referred to as the financial crisis. In addition to the
U.S. Treasury Department’s CPP under the TARP announced last fall and the new Capital Assistance
Program (CAP) announced this spring, the U.S. Government has taken steps that include enhancing the
liquidity support available to financial institutions, establishing a commercial paper funding
facility, temporarily guaranteeing money market funds and certain types of debt issuances, and
increasing insurance on bank deposits. The U.S. Congress, through the Emergency Economic
Stabilization Act of 2008 and the American Recovery and Reinvestment Act of 2009, has imposed a
number of restrictions and limitations on the operations of financial services firms participating
in the federal programs.
These programs subject us and other financial institutions that participate in them to
additional restrictions, oversight, and costs that may have an adverse impact on our business,
financial condition, results of operations, or the price of our common stock. In addition, new
proposals for legislation continue to be introduced in the U.S. Congress that could further
substantially increase regulation of the financial services industry and impose restrictions on the
operations and general ability of firms within the industry to conduct business consistent with
historical practices, including as related to compensation, interest rates, the impact of
bankruptcy proceedings on consumer real property mortgages and otherwise. Federal and state
regulatory agencies also frequently adopt changes to their regulations and/or change the manner in
which existing regulations are applied. We cannot predict the substance or impact of pending or
future legislation, regulation or its application. Compliance with such current and potential
regulation and scrutiny may significantly increase our costs, impede the efficiency of our internal
business processes, negatively impact the recoverability of certain of our recorded assets, require
us to increase our regulatory capital, and limit our ability to pursue business opportunities in an
efficient manner.
We may raise additional capital, which could have a dilutive effect on the existing holders of our common stock and adversely affect the market price of our common stock.
We are not restricted from issuing additional shares of common stock or securities that are
convertible into or exchangeable for, or that represent the right to receive, common stock. We
continually evaluate opportunities to access capital markets taking into account our regulatory
capital ratios, financial condition, and other relevant considerations, and anticipate that,
subject to market conditions, we are likely to take further capital actions. Such actions, with
regulatory approval when required, may include opportunistically retiring our outstanding
securities, including our subordinated debt, trust preferred securities, and preferred shares in
open market transactions, privately negotiated transactions, or public offers for cash or common
shares, as well as the issuance of additional shares of common stock in public or private
transactions in order to increase our capital levels above our already “well-capitalized” levels,
as defined by the federal bank regulatory agencies, as well as other regulatory capital targets.
In addition, both Huntington and the Bank are highly regulated, and our regulators could
require us to raise additional common equity in the future, whether under the CAP or otherwise.
While we were not one of the 19 institutions required to conduct a forward-looking capital
assessment, or “stress test”, under the Supervisory Capital Assessment Program (SCAP), it is
possible that the U.S. Treasury could extend the SCAP assessment (and related potential requirement
to raise additional capital privately or through the CAP) to other institutions, including us.
Alternatively, we could voluntarily apply to participate in CAP, although we currently do not
intend to apply. Furthermore, both our regulators and we regularly perform a variety of analyses
of our assets, including the preparation of stress case scenarios, and as a result of those
assessments we could determine, or our regulators could require us, to raise additional capital.
Any such capital raise could include, among other things, the potential issuance of common equity
to the public, the potential issuance of common equity to the government under the CAP, or the
conversion of our existing Series B Preferred Stock to common equity. There could also be market
perceptions that we need to raise additional capital, whether as a result of public disclosures
that may be made regarding the SCAP stress test methodology or otherwise, and, regardless of the
outcome of any stress test or other stress case analysis, such perceptions could have an adverse
effect on the price of our common stock.
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The issuance of any additional shares of common stock or securities convertible into or
exchangeable for common stock or that represent the right to receive common stock, or the exercise
of such securities, could be substantially dilutive to existing common stockholders. Holders of
our shares of common stock have no preemptive rights that entitle holders to purchase their pro
rata share of any offering of shares of any class or series and, therefore, such sales or offerings
could
result in increased dilution to existing stockholders. The market price of our common stock
could decline as a result of sales of shares of our common stock or securities convertible into or
exchangeable for common stock in anticipation of such sales.
We still face risk relating to the Franklin Credit Management (Franklin) relationship not
withstanding the restructuring announced on March 31, 2009.
The
restructuring resulted in a $159.9 million net deferred tax asset equal to the amount of
income and equity that was included in our operating results for the 2009 first quarter. While we
believe that our position regarding the deferred tax asset and related income recognition is
correct, that position could be challenged.
Recent Accounting Pronouncements and Developments
Note 2 to the Unaudited Condensed Consolidated Financial Statements discusses new accounting
pronouncements adopted during 2009 and the expected impact of accounting pronouncements recently
issued but not yet required to be adopted. To the extent that we believe the adoption of new
accounting standards will materially affect our financial condition, results of operations, or
liquidity, the impacts or potential impacts are discussed in the applicable section of this MD&A
and the Notes to the Unaudited Condensed Consolidated Financial Statements.
Critical Accounting Policies and Use of Significant Estimates
Our financial statements are prepared in accordance with generally accepted accounting
principles in the United States (GAAP). The preparation of financial statements in conformity with
GAAP requires us to establish critical accounting policies and make accounting estimates,
assumptions, and judgments that affect amounts recorded and reported in our financial statements.
Note 1 of the Notes to Consolidated Financial Statements included in our 2008 Form 10-K as
supplemented by this report lists significant accounting policies we use in the development and
presentation of our financial statements. This discussion and analysis, the significant accounting
policies, and other financial statement disclosures identify and address key variables and other
qualitative and quantitative factors necessary to understand and evaluate our company, financial
position, results of operations, and cash flows.
An accounting estimate requires assumptions about uncertain matters that could have a material
effect on the financial statements if a different amount within a range of estimates were used or
if estimates changed from period to period. Estimates are made under facts and circumstances at a
point in time, and changes in those facts and circumstances could produce results that differ from
when those estimates were made. The most significant accounting estimates and their related
application are discussed in our 2008 Form 10-K.
The following discussion provides updates of our accounting estimates related to the fair
value measurements of certain portfolios within our investment securities portfolio, goodwill, and
Franklin loans.
Securities and Other-Than-Temporary Impairment (OTTI)
(This section should be read in conjunction with the “Investment Securities Portfolio” discussion.)
In April 2009, the Financial Accounting Standards Board (FASB) issued two FASB Staff Positions
(FSPs) that could impact estimates and assumptions utilized by us in determining the fair values of
securities. The first, FSP Financial Accounting Standard (FAS) 157-4, “Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly,” reaffirms the exit price fair value measurement
guidance in Statement No. 157, “Fair Value Measurements,” and also provides additional guidance for
estimating fair value in accordance with Statement No. 157 when the volume and level of activity
for the asset or liability have significantly decreased.
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The second, FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary
Impairments,” amends the other-than-temporary impairment (OTTI) guidance in US GAAP for debt
securities. The pronouncement shifts the focus from an entity’s intent to hold until recovery to
its intent to sell. We would recognize OTTI through earnings on those debt securities that: (a)
have a fair value less than its book value, and (b) we intend to sell (or we cannot assert that it
is more likely than not that we will not have to sell before recovery). The amount of OTTI
recognized would be the difference between the fair value and book value of the securities.
If we do not intend to sell a debt security, but it is probable that we will not collect all
amounts due according to the debt’s contractual terms, we would separate the impairment into credit
and noncredit components. The credit component of the impairment, measured as the difference
between amortized cost and the present value of expected cash flows discounted at the security’s
effective interest rate, would be recognized in earnings. The noncredit component would be
recognized in other comprehensive income (OCI), separately from other unrealized gains and losses
on available-for-sale securities.
Both FSPs are effective for interim reporting periods ending after June 15, 2009. The
adoption of FSP FAS 115-2 and FAS 124-2 could require an adjustment to retained earnings and OCI at
the beginning of the period of adoption to reclassify noncredit related impairment to OCI for
securities. The adjustment would only be applicable to noncredit OTTI for debt securities that we
do not have the intent to sell. Noncredit OTTI losses related to debt securities that we intend to
sell (or for which we cannot assert that it is more likely than not that we will not have to sell
the securities before recovery) will not be reclassified. We are currently evaluating the impact
that the FSPs could have.
OTTI ANALYSIS ON CERTAIN SECURITIES PORTFOLIOS
Alt-A mortgage-backed and private-label collateralized mortgage obligation (CMO)
securities represent securities collateralized by first-lien residential mortgage loans. As
the lowest level input that is significant to the fair value measurement of these securities in its
entirety was a Level 3 input, we classified all securities within these portfolios as Level 3 on
the fair value hierarchy. The securities were priced with the assistance of an outside third-party
consultant using a discounted cash flow approach and the independent third-party’s proprietary
pricing model. The model used inputs such as estimated prepayment speeds, losses, recoveries,
default rates that were implied by the underlying performance of collateral in the structure or
similar structures, discount rates that were implied by market prices for similar securities,
collateral structure types, and house price depreciation/appreciation rates that were based upon
macroeconomic forecasts.
We analyzed both our Alt-A mortgage-backed and private-label CMO securities portfolios to
determine if the securities in these portfolios were other-than-temporarily-impaired. Using the
guidance in FSP EITF 99-20-1, we used the analysis to determine whether we believed it probable
that all contractual cash flows would not be collected. All securities in these portfolios
remained current with respect to interest and principal at March 31, 2009.
Our analysis
indicated, as of March 31, 2009, a total of 14 Alt-A mortgage-backed securities and one
private-label CMO would experience loss of principal. The future expected losses of principal on
these other-than-temporarily impaired securities ranged from 0.1% to 86.7% of the par value. The
average amount of future principal loss was 6.3% of the par value. These losses were projected
to occur beginning anywhere from 8 months to as many as 235 months in the future. We measured the
amount of impairment on these securities using the fair value of the security in the scenario we
considered to be most likely, using discount rates ranging from 10% to 16%, depending on both the
potential variability of outcomes and the expected duration of cash
flows for each security. As a result, in the 2009 first quarter, we
recorded $1.5 million of OTTI in our Alt-A mortgage-backed
securities portfolio representing additional impairment on one
security that was previously impaired. No OTTI was recorded for our private-label CMO securities in the 2009 first quarter.
Pooled-trust-preferred securities represent collateralized debt obligations (CDOs)
backed by a pool of debt securities issued by financial institutions. As the lowest level input
that is significant to the fair value measurement of these securities in its entirety was a Level 3
input, we classified all securities within this portfolio as Level 3 on the fair value hierarchy.
The collateral generally consisted of trust preferred securities and subordinated debt securities
issued by banks, bank holding companies, and insurance companies. The first and second-tier bank
trust preferred securities and the insurance company securities were priced with the assistance of
an outside third-party consultant using a discounted cash flow approach, and the independent
third-party’s proprietary pricing models. The model used inputs such as estimated default and
deferral rates that were implied from the underlying performance of the issuers in the structure,
and discount rates that were implied by market prices for similar securities and collateral
structure types.
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Cash flow analyses of the first and second-tier bank trust preferred securities issued by
banks and bank holding companies were conducted to test for any OTTI. In accordance with FSP EITF
99-20-1, OTTI was recorded in certain securities within these portfolios, as it was probable that
all contractual cash flows would not be collected. The discount rate used to calculate the cash
flows ranged from 12%-15%, and an illiquidity premium due to the lack of an active market for these
securities. We assumed that all issuers currently deferring interest payments would ultimately
default, and we assumed a 10% recovery rate on such defaults. In addition, future defaults were
estimated based upon an analysis of the financial strength of each respective issuer. As a result
of this testing, we recognized OTTI of $2.4 million in the pooled-trust-preferred securities portfolio in the 2009 first quarter.
Please refer to the “Investment Securities Portfolio” discussion for additional information
regarding OTTI.
Goodwill
Goodwill is tested for impairment annually, as of October 1, using a two-step process that
begins with an estimation of the fair value of a reporting unit. Goodwill impairment exists when a
reporting unit’s carrying value of goodwill exceeds its implied fair value. Goodwill is also tested
for impairment on an interim basis if an event occurs or circumstances change between annual tests
that would more likely than not reduce the fair value of the reporting unit below its carrying
amount. During the 2009 first quarter, our stock price declined 78%, from $7.66 per common share at
December 31, 2008, to $1.66 per common share at March 31, 2009. Peer banks also experienced similar
declines in market capitalization. This decline primarily reflected the continuing economic
slowdown and increased market concern surrounding financial institutions’ credit risks and capital
positions, as well as uncertainty related to increased regulatory supervision and intervention. We
determined that these changes would more-likely-than-not reduce the fair value of certain reporting
units below their carrying amounts. Therefore, we performed an interim goodwill impairment test
during the 2009 first quarter, which is a two-step process. An independent third party was engaged
to assist with the impairment assessment. We had previously performed goodwill impairment tests at
June 30, October 1, and December 31, 2008, and concluded no impairment existed at those dates.
Significant judgment is applied when goodwill is assessed for impairment. This judgment
includes developing cash flow projections, selecting appropriate discount rates, identifying
relevant market comparables, incorporating general economic and market conditions and selecting an
appropriate control premium. The selection and weighting of the various fair value techniques may
result in a higher or lower fair value. Judgment is applied in determining the weightings that are
most representative of fair value. The assumptions used in the goodwill impairment assessment and
the application of these estimates and assumptions are discussed below.
The first step (Step 1) of impairment testing requires a comparison of each reporting unit’s
fair value to carrying value to identify potential impairment. We identified four reporting units:
Regional Banking, PFG, Insurance, and Auto Finance and Dealer Services (AFDS). Although Insurance
is included within PFG for line of business segment reporting, it was evaluated as a separate
reporting unit for goodwill impairment testing because it has its own separately allocated goodwill
resulting from prior acquisitions. The fair value of PFG (determined using the market approach as
described below), excluding Insurance, exceeded its carrying value, and goodwill was determined to
not be impaired for this reporting unit. There is no goodwill associated with AFDS and, therefore,
it was not subject to impairment testing.
For Regional Banking, we utilized both the income and market approaches to determine fair
value. The income approach was based on discounted cash flows derived from assumptions of balance
sheet and income statement activity. An internal forecast was developed by considering several
long-term key business drivers such as anticipated loan and deposit growth. The long-term growth
rate used in determining the terminal value was estimated at 2.5%. The discount rate of 14% was
estimated based on the Capital Asset Pricing Model, which considered the risk-free interest rate
(20-year Treasury Bonds), market risk premium, equity risk premium, beta and a company-specific
risk factor. The company-specific risk factor was used to address the uncertainty of growth
estimates and earnings projections of management. For the market approach, revenue, earnings and
market capitalization multiples of comparable public companies were selected and applied to the
Regional Banking unit’s applicable metrics such as book and tangible book values. A 20% control
premium was used in the market approach. The results of the income and market approaches were
weighted 75% and 25%, respectively, to arrive at the final calculation of fair value. As market
capitalization declined across the banking industry, we believed that a heavier weighting on the
income approach is more representative of a market participant’s view. For the Insurance reporting
unit, management utilized a market approach to determine fair value. The aggregate fair market
values were compared to market capitalization as an assessment of the appropriateness of the fair
value measurements. As our stock price fluctuated greatly, we used our average stock price for the
30 days preceding the valuation date to determine market capitalization. The aggregate fair market
values of the reporting units compared to market capitalization indicated an implied premium of
27%. A control premium analysis indicated that the implied premium was within range of overall
premiums observed in the market place. Neither the Regional Banking nor Insurance reporting units
passed Step 1.
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The second step (Step 2) of impairment testing is necessary only if the reporting unit does
not pass Step 1. Step 2 compares the implied fair value of the reporting unit goodwill with the
carrying amount of the goodwill for the reporting unit. The implied fair value of goodwill is
determined in the same manner as goodwill that is recognized in a business
combination. Significant judgment and estimates are involved in estimating the fair value of
the assets and liabilities of the reporting unit.
To determine the implied fair value of goodwill, the fair value of Regional Banking and
Insurance (as determined in Step 1) was allocated to all assets and liabilities of the reporting
units including any recognized or unrecognized intangible assets. The allocation was done as if
the reporting unit was acquired in a business combination, and the fair value of the reporting unit
was the price paid to acquire the reporting unit. This allocation process is only performed for
purposes of testing goodwill for impairment. The carrying values of recognized assets or
liabilities (other than goodwill, as appropriate) were not adjusted nor were any new intangible
assets recorded. Key valuations were the assessment of core deposit intangibles, the
mark-to-fair-value of outstanding debt and deposits, and mark-to-fair-value on the loan portfolio.
Core deposits were valued using a 15% discount rate. The marks on our outstanding debt and
deposits were based upon observable trades or modeled prices using current yield curves and market
spreads. The valuation of the loan portfolio indicated discounts in the ranges of 9%-24%,
depending upon the loan type. For every 100 basis point change in the valuation of our overall
loan portfolio, implied goodwill would be impacted by approximately $325 million. The estimated
fair value of these loan portfolios was based on an exit price, and the assumptions used were
intended to approximate those that a market participant would have used in valuing the loans in an
orderly transaction, including a market liquidity discount. The significant market risk premium
that is a consequence of the current distressed market conditions was a significant contributor to
the valuation discounts associated with these loans. We believed these discounts were consistent
with transactions currently occurring in the marketplace.
Upon completion of Step 2, we determined that the Regional Banking and Insurance reporting
units’ goodwill carrying values exceeded their implied fair values of goodwill by $2,573.8 million
and $28.9 million, respectively. As a result, we recorded a noncash pretax impairment charge of
$2,602.7 million, or $7.09 per common share, in the 2009 first quarter. The impairment charge was
included in noninterest expense and did not affect our regulatory and tangible capital ratios.
As a result of the impairment charge, our goodwill totaled $0.5 billion at March 31, 2009,
down from $3.1 billion at December 31, 2008. Of these amounts, $0.3 billion and $2.9 billion
of our total goodwill was allocated to Regional Banking at March 31, 2009 and December 31, 2008,
respectively.
Due to the current economic environment and other uncertainties, it is possible that our
estimates and assumptions may adversely change in the future. If our market capitalization
decreases or the liquidity discount on our loan portfolio improves significantly without a
concurrent increase in market capitalization, we may be required to record additional goodwill
impairment losses in future periods, whether in connection with our next annual impairment testing
in the 2009 third quarter or prior to that, if any changes constitute a triggering event. It is
not possible at this time to determine if any such future impairment loss would result or, if it
does, whether such charge would be material. However, any such future impairment loss would be
limited to the remaining goodwill balance of $0.5 billion at March 31, 2009.
Franklin Loans
Franklin is a specialty consumer finance company primarily engaged in servicing residential
mortgage loans. Prior to March 31, 2009, Franklin owned a portfolio of loans secured by first and
second liens on 1-4 family residential properties. At December 31, 2008, our total loans
outstanding to Franklin were $650.2 million, all of which were
placed on nonaccrual status. Additionally, the
specific ALLL for the Franklin portfolio was $130.0 million, resulting in our net exposure to
Franklin at December 31, 2008 of $520.2 million.
On March 31, 2009, we entered into a transaction with Franklin whereby a Huntington
wholly-owned REIT subsidiary (REIT) exchanged a noncontrolling amount of certain equity interests
for a 100% interest in Franklin Asset Merger Sub, LLC
(Merger Sub); a wholly-owned subsidiary of Franklin. This was accomplished by merging Merger Sub into a wholly-owned subsidiary of REIT.
Merger Sub’s sole assets were two trust participation certificates evidencing 84% ownership rights
in a trust (New Trust) which holds all the underlying consumer loans and other real estate owned
(OREO) properties that were formerly collateral for the Franklin
commercial loans. The equity
interests provided to Franklin by REIT were pledged by Franklin as collateral for the Franklin
commercial loans.
9
We believe that this restructuring provides us the flexibility to accelerate problem loan
resolution to the benefit of our borrowers, as well as our shareholders. Other benefits include
the ability to: (a) refinance these loans, in whole or in part, (b) the ability to accept
discounted payments, (c) restructure mortgages, while minimizing foreclosures, by providing
refinancing opportunities to borrowers using various government sponsored programs, and (d)
expedite cash collection on the disposition of OREO assets as we now control the listing prices and
liquidation decisions of these assets.
New Trust is a variable interest entity under FASB Interpretation No 46R, Consolidation of
Variable Interest Entities (revised December 2003)- an interpretation of ARB No. 51 (FIN 46R), and,
as a result of our 84% participation certificates, New Trust was consolidated into our financial
results. As required by FIN 46R, the consolidation is treated as a business combination under
Statement No. 141R with the fair value of the equity interests issued to Franklin representing the
acquisition price. The assets of New Trust, which include first- and second- lien mortgage loans
and OREO properties, were recorded at their fair values of $494 million and $80 million,
respectively. AICPA Statement of Position 03-3, Accounting for Certain Loans or Debt Securities
Acquired in a Transfer (SOP 03-3) provides guidance for accounting for acquired loans, such as
these, that have experienced a deterioration of credit quality at the time of acquisition for which
it is probable that the investor will be unable to collect all contractually required payments.
Under SOP 03-3, the excess of cash flows expected at acquisition over the estimated fair value
is referred to as the accretable discount and is recognized in interest income over the remaining
life of the loan, or pool of loans, in situations where there is a reasonable expectation about the
timing and amount of cash flows expected to be collected. The difference between the contractually
required payments at acquisition and the cash flows expected to be collected at acquisition,
considering the impact of prepayments, is referred to as the nonaccretable discount. Subsequent
decreases to the expected cash flows will generally result in a charge to the provision for credit
losses and an increase to the ALLL. Subsequent increases in cash flows result in reversal of any
nonaccretable discount (or ALLL to the extent any has been recorded) with a positive impact on
interest income. The measurement of undiscounted cash flows involves assumptions and judgments for
credit risk, interest rate risk, prepayment risk, default rates, loss severity, payment speeds, and
collateral values. All of these factors are inherently subjective and significant changes in the
cash flow estimates over the life of the loan can result.
The portfolio of first- and second- lien Franklin mortgage loans were accounted for under SOP
03-3 in the 2009 first quarter. No allowance for credit losses related to these loans was recorded
at the acquisition date. A $39.8 million difference between the fair value of the loans and the
expected cash flows was recognized as an accretable discount that will be recognized over the
contractual term of the loans. A $1.1 billion difference between the unpaid principal balance of
the loans and the expected cash flows was recognized as a nonaccretable discount. Any future
increases to expected cash flows will be recognized as a yield adjustment over the remaining term
of the respective loan. Any future decreases to expected cash flows will be recognized through an
additional allowance for credit losses.
The fair values of the acquired mortgage loans and OREO assets were based upon a market
participant model and calculated in accordance with FASB Statement No. 157, Fair Value Measurements
(Statement No. 157). Under this market participant model, expected cash flows for first-lien
mortgages were calculated based upon the net expected foreclosure proceeds of the collateral
underlying each mortgage loan. Updated appraisals or other indicators of value provided the basis
for estimating cash flows. Sales proceeds from the underlying collateral were estimated to be
received over a one to three year period, depending on the delinquency status of the loan.
Expected proceeds were reduced assuming housing price depreciation of 18%, 12%, and 0% over each
year of the next three years of expected collections, respectively. Interest cash flows were
estimated to be received for a limited time on each portfolio. The resulting cash flows were
discounted at an 18% rate of return. Limited value was assigned to all second-lien mortgages
because, after considering the house price depreciation rates above, little if any proceeds would
be realized.
10
The consolidation of New Trust resulted in the recording of a $95.8 million liability,
representing the 16% of New Trust certificates not acquired by us. These certificates were
retained by Franklin.
In
accordance with Statement No. 141R, we recorded a net deferred
tax asset of $159.9 million related to the
difference between the tax basis and the book basis in the acquired assets. Because the
acquisition price, represented by the equity interests in our wholly-owned subsidiary, was equal to
the fair value of the 84% interest in the New Trust participant certificate, no goodwill was
created from the transaction. The recording of the net deferred tax asset was a bargain purchase
under Statement No. 141R, and was recorded as a tax benefit in the current period.
Subsequent to the transaction, $127 million of the acquired current mortgage loans accrue
interest while $366 million are on nonaccrual. We have concluded that we cannot reliably estimate
the timing of collection of cash flows for delinquent first- and second- lien mortgages because the
majority of the expected cash flows for the delinquent portfolio will result from the foreclosure
and subsequent disposition of the underlying collateral supporting the loans.
11
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 consolidated balance sheet and income statement trends are
discussed. All earnings per share data are reported on a diluted basis. For additional insight on
financial performance, please read this section in conjunction with the “Lines of Business”
discussion.
The below summary provides an update of key events and trends during the current quarter.
Comparisons are made with the prior quarter, as we believe this comparison provides the most
meaningful measurement relative to analyzing trends.
Summary
We reported a net loss of $2,433.2 million in the 2009 first quarter, representing a loss per
common share of $6.79. This loss included a net negative impact of $6.73 per common share
primarily reflecting a noncash $2,602.7 million goodwill impairment charge ($7.09 per common share)
that reduced net income but did not impact key capital ratios, partially offset by a $159.9 million
nonrecurring tax benefit ($0.44 per common share) associated with the current quarter’s Franklin
restructuring. This compared unfavorably with the prior quarter’s net loss of $417.3 million, or
$1.20 per common share. In addition to the goodwill impairment and tax benefit, comparisons with
the prior quarter were significantly impacted by other factors that are discussed later in the
“Significant Items” section (see “Significant Items” discussion).
During the current quarter, we took proactive steps to increase our capital position. We
converted $114.1 million of our Series A Preferred stock into common stock, and we were able to
shrink our balance sheet by securitizing $1.0 billion of automobile loans, and selling $600 million
of our municipal securities, as well as $200 million of mortgage loans. We also made the difficult
decision to cut the quarterly common stock dividend to $0.01 per share, effective with the dividend
declared on January 22, 2009. These actions contributed to a 61 basis point improvement in our TCE
ratio to 4.65% compared with the prior quarter-end; however, these actions negatively impacted our
net interest margin. These actions also contributed, in part, to a substantial improvement of our
period-end liquidity position. Other factors contributing to the improvement in our liquidity
position included a $1.2 billion increase in period-end core deposits compared with December 31,
2008, and a $600 million debt issuance as part of the Temporary Liquidity Guarantee Program (TLGP).
At March 31, 2009, the parent company had sufficient cash for operations and does not have any
debt maturities for several years. Further, we believe the Bank has a manageable level of debt
maturities during the next 12-month period.
Also during the 2009 first quarter, we restructured our Franklin relationship. This
restructuring resulted in our acquiring control of the consumer loans that formerly represented the
collateral for our Franklin commercial loans. The restructuring increased our flexibility to
accelerate problem loan resolution to the benefit of the borrowers under the consumer loans, as
well as to the benefit of our shareholders, without releasing Franklin from its legal obligations
under the commercial loans. Specifically: (a) the $650 million nonaccrual commercial loan to
Franklin at December 31, 2008, was replaced by $494 million of fair value first- and second- lien
mortgages and $80 million of OREO properties at fair value, less costs to sell; (b) commercial net
charge-offs (NCOs) increased $128.3 million as the previously established $130.0 million
Franklin-specific ALLL was utilized to write-down the acquired mortgages and OREO collateral to
fair value; and (c) we entered into a new servicing contract with Franklin to service these
acquired first- and second- lien mortgages and OREO properties. Please refer to the “Franklin
Loans” discussion located within the “Critical Accounting Policies and Use of Significant
Estimates” section, and the “Franklin relationship” discussion in the “Risk Management and Capital”
section for additional information regarding our Franklin relationship.
Credit quality performance in the 2009 first quarter was mixed. Non-Franklin-NCOs totaled
$213.2 million, compared with $137.3 million in the 2008 fourth quarter. The increase was entirely
within the commercial loan portfolio as NCOs in the consumer loan portfolio declined slightly.
Non-Franklin-related NPAs also increased primarily reflecting the continued decline in the housing
markets, and stress on retail sales. In general, commercial loans supporting the housing or
construction segments are experiencing the most stress. Our outlook is that the economy will
remain under stress, and that no improvement will be seen through the end of 2009. As a result, we
expect that the overall level of NPAs and NCOs will remain elevated, especially as related to
continued softness in our commercial and industrial (C&I) and commercial real estate (CRE)
portfolios.
12
Fully-taxable equivalent net interest income in the 2009 first quarter decreased $38.9
million, or 10%, compared with the prior quarter. The decrease reflected a $1.0 billion decline in
average earning assets and a 21 basis point decline in our net interest margin. The margin decline
reflected the impact of our actions taken to improve our liquidity position, the higher levels of
NPAs, and the competitive pricing experienced in our markets. We expect that the net interest
margin will remain under modest pressure from the current quarter’s level resulting from the
absolute low-level of current interest rates and expected continued aggressive deposit pricing in
our markets. Despite the competitive market, average core deposits grew at an annualized 9% rate,
and the average balances in every category of core deposits grew during the current quarter.
Deposit growth is a strategic priority for us through the end of 2009.
Noninterest income in the 2009 first quarter increased $172.0 million compared with the 2008
fourth quarter. Comparisons with the prior quarter were affected by significant market-related
losses taken during the prior quarter (see “Significant Items” discussion). Mortgage banking
income and brokerage and insurance income were strong during the current quarter. Mortgage
originations more than doubled from the prior quarter to $1.5 billion. Mortgage fee income also
benefited from improved mortgage servicing right (MSR) hedging results for the current quarter.
The $8.7 million, or 28%, increase in brokerage and insurance income reflected record levels of
retail investment sales. Deposit service charge income and trust income declined from the previous
quarter, reflecting seasonal and market conditions.
Expenses were well controlled during the current quarter. After adjusting for the $2,602.7
million goodwill impairment charge, noninterest expense decreased $23 million compared with the
2008 fourth quarter. The decrease primarily reflected lower personnel costs, reflecting the
implementation of our $100 million expense reduction initiatives. We expect to exceed the targeted
$100 million of expense savings during 2009.
13
Table 1 — Selected Quarterly Income Statement Data (1)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands, except per share amounts) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Interest income |
|
$ |
569,957 |
|
|
$ |
662,508 |
|
|
$ |
685,728 |
|
|
$ |
696,675 |
|
|
$ |
753,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
232,452 |
|
|
|
286,143 |
|
|
|
297,092 |
|
|
|
306,809 |
|
|
|
376,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
337,505 |
|
|
|
376,365 |
|
|
|
388,636 |
|
|
|
389,866 |
|
|
|
376,824 |
|
Provision for credit losses |
|
|
291,837 |
|
|
|
722,608 |
|
|
|
125,392 |
|
|
|
120,813 |
|
|
|
88,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (loss) after provision for credit losses |
|
|
45,668 |
|
|
|
(346,243 |
) |
|
|
263,244 |
|
|
|
269,053 |
|
|
|
288,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
69,878 |
|
|
|
75,247 |
|
|
|
80,508 |
|
|
|
79,630 |
|
|
|
72,668 |
|
Brokerage and insurance income |
|
|
39,948 |
|
|
|
31,233 |
|
|
|
34,309 |
|
|
|
35,694 |
|
|
|
36,560 |
|
Trust services |
|
|
24,810 |
|
|
|
27,811 |
|
|
|
30,952 |
|
|
|
33,089 |
|
|
|
34,128 |
|
Electronic banking |
|
|
22,482 |
|
|
|
22,838 |
|
|
|
23,446 |
|
|
|
23,242 |
|
|
|
20,741 |
|
Bank owned life insurance income |
|
|
12,912 |
|
|
|
13,577 |
|
|
|
13,318 |
|
|
|
14,131 |
|
|
|
13,750 |
|
Automobile operating lease income |
|
|
13,228 |
|
|
|
13,170 |
|
|
|
11,492 |
|
|
|
9,357 |
|
|
|
5,832 |
|
Mortgage banking income (loss) |
|
|
35,418 |
|
|
|
(6,747 |
) |
|
|
10,302 |
|
|
|
12,502 |
|
|
|
(7,063 |
) |
Securities gains (losses) |
|
|
2,067 |
|
|
|
(127,082 |
) |
|
|
(73,790 |
) |
|
|
2,073 |
|
|
|
1,429 |
|
Other income |
|
|
18,359 |
|
|
|
17,052 |
|
|
|
37,320 |
|
|
|
26,712 |
|
|
|
57,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
239,102 |
|
|
|
67,099 |
|
|
|
167,857 |
|
|
|
236,430 |
|
|
|
235,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel costs |
|
|
175,932 |
|
|
|
196,785 |
|
|
|
184,827 |
|
|
|
199,991 |
|
|
|
201,943 |
|
Outside data processing and other services |
|
|
32,432 |
|
|
|
31,230 |
|
|
|
32,386 |
|
|
|
30,186 |
|
|
|
34,361 |
|
Net occupancy |
|
|
29,188 |
|
|
|
22,999 |
|
|
|
25,215 |
|
|
|
26,971 |
|
|
|
33,243 |
|
Equipment |
|
|
20,410 |
|
|
|
22,329 |
|
|
|
22,102 |
|
|
|
25,740 |
|
|
|
23,794 |
|
Amortization of intangibles |
|
|
17,135 |
|
|
|
19,187 |
|
|
|
19,463 |
|
|
|
19,327 |
|
|
|
18,917 |
|
Professional services |
|
|
18,253 |
|
|
|
17,420 |
|
|
|
13,405 |
|
|
|
13,752 |
|
|
|
9,090 |
|
Marketing |
|
|
8,225 |
|
|
|
9,357 |
|
|
|
7,049 |
|
|
|
7,339 |
|
|
|
8,919 |
|
Automobile operating lease expense |
|
|
10,931 |
|
|
|
10,483 |
|
|
|
9,093 |
|
|
|
7,200 |
|
|
|
4,506 |
|
Telecommunications |
|
|
5,890 |
|
|
|
5,892 |
|
|
|
6,007 |
|
|
|
6,864 |
|
|
|
6,245 |
|
Printing and supplies |
|
|
3,572 |
|
|
|
4,175 |
|
|
|
4,316 |
|
|
|
4,757 |
|
|
|
5,622 |
|
Goodwill impairment |
|
|
2,602,713 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other expense |
|
|
45,088 |
|
|
|
50,237 |
|
|
|
15,133 |
|
|
|
35,676 |
|
|
|
23,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
2,969,769 |
|
|
|
390,094 |
|
|
|
338,996 |
|
|
|
377,803 |
|
|
|
370,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Income before income taxes |
|
|
(2,684,999 |
) |
|
|
(669,238 |
) |
|
|
92,105 |
|
|
|
127,680 |
|
|
|
153,445 |
|
(Benefit) Provision for income taxes |
|
|
(251,792 |
) |
|
|
(251,949 |
) |
|
|
17,042 |
|
|
|
26,328 |
|
|
|
26,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(2,433,207 |
) |
|
$ |
(417,289 |
) |
|
$ |
75,063 |
|
|
$ |
101,352 |
|
|
$ |
127,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on preferred shares |
|
|
58,793 |
|
|
|
23,158 |
|
|
|
12,091 |
|
|
|
11,151 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income applicable to common shares |
|
$ |
(2,492,000 |
) |
|
$ |
(440,447 |
) |
|
$ |
62,972 |
|
|
$ |
90,201 |
|
|
$ |
127,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares — basic |
|
|
366,919 |
|
|
|
366,054 |
|
|
|
366,124 |
|
|
|
366,206 |
|
|
|
366,235 |
|
Average common shares — diluted (2) |
|
|
366,919 |
|
|
|
366,054 |
|
|
|
367,361 |
|
|
|
367,234 |
|
|
|
367,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income — basic |
|
$ |
(6.79 |
) |
|
$ |
(1.20 |
) |
|
$ |
0.17 |
|
|
$ |
0.25 |
|
|
$ |
0.35 |
|
Net (loss) income — diluted |
|
|
(6.79 |
) |
|
|
(1.20 |
) |
|
|
0.17 |
|
|
|
0.25 |
|
|
|
0.35 |
|
Cash dividends declared |
|
|
0.0100 |
|
|
|
0.1325 |
|
|
|
0.1325 |
|
|
|
0.1325 |
|
|
|
0.2650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average total assets |
|
|
(18.22 |
)% |
|
|
(3.04 |
)% |
|
|
0.55 |
% |
|
|
0.73 |
% |
|
|
0.93 |
% |
Return on average total shareholders’ equity |
|
|
N.M. |
|
|
|
(23.6 |
) |
|
|
4.7 |
|
|
|
6.4 |
|
|
|
8.7 |
|
Return on average tangible shareholders’ equity (3) |
|
|
18.4 |
|
|
|
(43.2 |
) |
|
|
11.6 |
|
|
|
15.0 |
|
|
|
22.0 |
|
Net interest margin (4) |
|
|
2.97 |
|
|
|
3.18 |
|
|
|
3.29 |
|
|
|
3.29 |
|
|
|
3.23 |
|
Efficiency ratio (5) |
|
|
60.5 |
|
|
|
64.6 |
|
|
|
50.3 |
|
|
|
56.9 |
|
|
|
57.0 |
|
Effective tax rate (benefit) |
|
|
(9.4 |
) |
|
|
(37.6 |
) |
|
|
18.5 |
|
|
|
20.6 |
|
|
|
17.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue — fully taxable equivalent (FTE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
337,505 |
|
|
$ |
376,365 |
|
|
$ |
388,636 |
|
|
$ |
389,866 |
|
|
$ |
376,824 |
|
FTE adjustment |
|
|
3,582 |
|
|
|
3,641 |
|
|
|
5,451 |
|
|
|
5,624 |
|
|
|
5,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (4) |
|
|
341,087 |
|
|
|
380,006 |
|
|
|
394,087 |
|
|
|
395,490 |
|
|
|
382,326 |
|
Noninterest income |
|
|
239,102 |
|
|
|
67,099 |
|
|
|
167,857 |
|
|
|
236,430 |
|
|
|
235,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue (4) |
|
$ |
580,189 |
|
|
$ |
447,105 |
|
|
$ |
561,944 |
|
|
$ |
631,920 |
|
|
$ |
618,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| N.M., not a meaningful value. |
| |
| (1) |
|
Comparisons for presented periods are impacted by a number of factors. Refer to the
“Significant Items”. |
| |
| (2) |
|
For the three-month periods ended March 31, 2009, December 31, 2008, September 30,
2008, and June 30, 2008, the impact of the convertible preferred stock issued in April of 2008
were excluded from the diluted share calculations. They were excluded because the results
would have been higher than basic earnings per common share (anti-dilutive) for the periods. |
| |
| (3) |
|
Net income excluding expense for amortization of intangibles for the period divided
by average tangible shareholders’ equity. Average tangible shareholders’ equity equals
average total stockholders’ equity less average intangible assets and goodwill. Expense for
amortization of intangibles and average intangible assets are net of deferred tax liability,
and calculated assuming a 35% tax rate. |
| |
| (4) |
|
On a fully-taxable equivalent (FTE) basis assuming a 35% tax rate. |
| |
| (5) |
|
Non-interest expense less amortization of intangibles divided by the sum of FTE net
interest income and non-interest income excluding securities gains (losses). |
14
Significant Items
Definition of Significant Items
Certain components of the income statement are inherently subject to more volatility than
others. As a result, such items may be viewed differently in an assessment of “underlying” or
“core” earnings performance compared with expectations and/or assessments of future performance
trends.
Therefore, we believe the disclosure of certain “Significant Items” affecting current and
prior period results aids in a better understanding of corporate performance. The reader may
determine which, if any, items to include or exclude from a performance analysis.
To this end, we have adopted a practice of listing as “Significant Items” individual and/or
particularly volatile items only if they impact the current period results by $0.01 per share or
more. The following table presents Significant Items for the quarters ended March 31, 2009,
December 31, 2008, and March 31, 2008.
Table 2 — Significant Items Influencing Earnings Performance Comparison
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, 2009 |
|
|
December 31, 2008 |
|
|
March 31, 2008 |
|
| (in millions) |
|
After-tax |
|
|
EPS |
|
|
After-tax |
|
|
EPS |
|
|
After-tax |
|
|
EPS |
|
Net income — reported earnings |
|
$ |
(2,433.2 |
) |
|
|
|
|
|
$ |
(417.3 |
) |
|
|
|
|
|
$ |
127.1 |
|
|
|
|
|
Earnings per share, after tax |
|
|
|
|
|
$ |
(6.79 |
) |
|
|
|
|
|
$ |
(1.20 |
) |
|
|
|
|
|
$ |
0.35 |
|
Change from prior quarter — $ |
|
|
|
|
|
|
(5.59 |
) |
|
|
|
|
|
|
(1.37 |
) |
|
|
|
|
|
|
1.00 |
|
Change from prior quarter — % |
|
|
|
|
|
|
N.M. |
% |
|
|
|
|
|
|
N.M. |
% |
|
|
|
|
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change from a year-ago — $ |
|
|
|
|
|
$ |
(7.14 |
) |
|
|
|
|
|
$ |
(0.55 |
) |
|
|
|
|
|
$ |
(0.05 |
) |
Change from a year-ago — % |
|
|
|
|
|
|
N.M. |
% |
|
|
|
|
|
|
84.6 |
% |
|
|
|
|
|
|
(12.5 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant items - favorable (unfavorable) impact: |
|
Earnings (1) |
|
|
EPS |
|
|
Earnings (1) |
|
|
EPS |
|
|
Earnings (1) |
|
|
EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment |
|
$ |
(2,602.7 |
) |
|
$ |
(7.09 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Franklin relationship restructuring (2) |
|
|
159.9 |
|
|
|
0.44 |
|
|
|
(454.3 |
) |
|
|
(0.81 |
) |
|
|
— |
|
|
|
— |
|
Preferred stock conversion |
|
|
— |
|
|
|
(0.08 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Aggregate impact of Visa® IPO |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25.1 |
|
|
|
0.04 |
|
Deferred tax valuation allowance (provision) benefit (3) |
|
|
— |
|
|
|
— |
|
|
|
(2.9 |
) |
|
|
(0.01 |
) |
|
|
11.1 |
|
|
|
0.03 |
|
Visa anti-trust indemnification |
|
|
— |
|
|
|
— |
|
|
|
4.6 |
|
|
|
0.01 |
|
|
|
12.4 |
|
|
|
0.02 |
|
Net market-related losses |
|
|
— |
|
|
|
— |
|
|
|
(141.2 |
) |
|
|
(0.25 |
) |
|
|
(26.2 |
) |
|
|
(0.05 |
) |
Merger and restructuring costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7.1 |
) |
|
|
(0.01 |
) |
Asset impairment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.1 |
) |
|
|
(0.01 |
) |
| |
|
|
| N.M., not a meaningul value. |
| |
| (1) |
|
Pretax unless otherwise noted. |
| |
| (2) |
|
The impact to the three months ended March 31, 2009, is after-tax. The impact to
the three months ended December 31, 2008, is pretax. |
| |
| (3) |
|
After-tax. |
15
Significant Items Influencing Financial Performance Comparisons
Earnings comparisons were impacted by a number of significant items summarized below.
| |
1. |
|
Goodwill Impairment. During the 2009 first quarter, bank stock prices continued to
decline significantly. Our stock price declined 78% from $7.66 per share at December 31,
2008 to $1.66 per share at March 31, 2009. Given this significant decline, we conducted an
interim test for goodwill impairment. As a result, we recorded a noncash $2,602.7 million
pretax ($7.09 per common share) charge. (See “Goodwill” discussion located within the
“Critical Accounting Policies and Use of Significant Estimates” section for additional
information). |
| |
2. |
|
Franklin Relationship Restructuring. The impacts of the Franklin relationship on our
reported results are as follows: |
| |
• |
|
Performance for the 2009 first quarter included a nonrecurring net tax benefit of
$159.9 million ($0.44 per common share) related to the restructuring with Franklin.
Also as a result of the restructuring, although earnings were not impacted, commercial
NCOs increased $128.3 million as the previously established $130.0 million
Franklin-specific ALLL was utilized to write-down the acquired mortgages and OREO
collateral to fair value (see “Franklin Relationship” discussion located within the
“Risk Management and Capital” section and the “Franklin Loans” discussion located
within the “Critical Accounting Policies and Use of Significant Estimates” discussion)
for additional information. |
| |
• |
|
Performance for the 2008 fourth quarter included a $454.3 million ($0.81 per common
share) negative impact, reflecting the deterioration of cash flows from Franklin’s
mortgages, which represented the collateral for our loans. The $454.3 million impact
represented: (a) $438.0 million provision for credit losses, (b) $9.0 million
reduction of net interest income as the loans were placed on nonaccrual status, and (c)
$7.3 million of interest-rate swap losses recorded to noninterest income. |
| |
3. |
|
Preferred Stock Conversion. During the 2009 first quarter, we converted 114,109 shares
of Series A 8.50% Non-cumulative Perpetual Preferred (Series A Preferred Stock) stock into
common stock. As part of these transactions there was a deemed dividend, which did not
impact earnings, but resulted in a negative impact of $0.08 per common share. (See
“Capital” discussion located within the “Risk Management and Capital” section for
additional information.) |
| |
4. |
|
Visaâ Initial Public Offering (IPO). Prior to the Visa® IPO occurring
in March 2008, Visa® was owned by its member banks, which included the Bank.
Impacts related to the Visa® IPO included: |
| |
• |
|
In the 2008 fourth quarter, a $2.9 million ($0.01 per common share) increase to
provision for income taxes, representing an increase to the previously established
capital loss carryforward valuation allowance related to the value of Visa®
shares held and the reduction of shares resulting from the revised conversion ratio. |
| |
• |
|
In the 2008 first quarter, a $25.1 million gain ($0.04 per common share), was
recorded in other noninterest income resulting from the proceeds of the IPO in 2008
relating to the sale of a portion of our ownership interest in Visa®. |
| |
• |
|
In the 2008 first quarter, a $11.1 million ($0.03 per common share) benefit to
provision for income taxes, representing a reduction to the previously established
capital loss carryforward valuation allowance as a result of the 2008 first quarter
Visa® IPO. |
| |
• |
|
In 2007, we recorded a $24.9 million ($0.05 per common share) for our pro-rata
portion of an indemnification charge provided to Visa® by its member banks
for various litigation filed against Visa®. Subsequently, in the 2008 first
quarter, we reversed $12.4 million ($0.02 per common share) of the $24.9 million, as an
escrow account was established by Visa® using a portion of the proceeds
received from the IPO. This escrow account was established for the potential
settlements relating to this litigation thereby mitigating our potential liability from
the indemnification. In the 2008 fourth quarter, we reversed an additional $4.6
million ($0.01 per common share). The accrual, and subsequent reversals, was recorded
to noninterest expense. |
16
| |
5. |
|
Net Market-Related Losses. Total net market-related losses has three main components. |
| |
• |
|
Net losses or gains from our Mortgage Servicing Rights and the related hedging.
(See “Mortgage Servicing Rights” located within the “Market Risk” section for
additional information). The 2009 first quarter also includes the gain from our
mortgage portfolio loan sale. |
| |
| |
• |
|
Securities gains and losses. |
| |
| |
• |
|
Other gains and losses, including net gains and losses from equity investments, and
the loss from our automobile loan securitization and sale. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| (in millions) |
|
March 31, 2009 |
|
|
December 31, 2008 |
|
|
March 31, 2008 |
|
Net impact of MSR hedging: |
|
|
|
|
|
|
|
|
|
|
|
|
MSR valuation adjustment |
|
$ |
(10.4 |
) |
|
$ |
(63.4 |
) |
|
$ |
(18.1 |
) |
Net trading gains (losses) |
|
|
6.9 |
|
|
|
41.3 |
|
|
|
(6.6 |
) |
|
|
|
|
|
|
|
|
|
|
Impact to mortgage banking income |
|
|
(3.5 |
) |
|
|
(22.1 |
) |
|
|
(24.7 |
) |
Net interest income impact |
|
|
2.4 |
|
|
|
9.5 |
|
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
Net impact of MSR hedging |
|
|
(1.1 |
) |
|
|
(12.6 |
) |
|
|
(18.8 |
) |
|
|
|
|
|
|
|
|
|
|
| |
Gain on portfolio loan sale (1) |
|
|
4.3 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities gains (losses) |
|
|
2.1 |
|
|
|
(127.1 |
) |
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity investment losses |
|
|
(1.3 |
) |
|
|
(1.5 |
) |
|
|
(8.8 |
) |
Loss on auto loan securtization and sale |
|
|
(5.9 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Impact to noninterest income |
|
|
(7.2 |
) |
|
|
(1.5 |
) |
|
|
(8.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net market-related losses |
|
$ |
(1.9) |
(2) |
|
$ |
(141.2 |
) |
|
$ |
(26.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share |
|
$ |
— |
|
|
$ |
(0.25 |
) |
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Included in mortgage banking income. |
| |
| (2) |
|
Amount is excluded from Significant Items table as the impact is less than $0.01 per
share. |
| |
6. |
|
Other Significant Items Influencing Earnings Performance Comparisons. In addition to the
items discussed separately in this section, a number of other items impacted financial
results. These included: |
2008 — First Quarter
| |
• |
|
$7.3 million ($0.01 per common share) of merger and restructuring costs related to
the Sky Financial Group, Inc. acquisition in 2007. |
| |
| |
• |
|
$5.1 million ($0.01 per common share) of asset impairment, including: (a) $2.6
million charge off of a receivable included in other noninterest expense, and (b) $2.5
million write-down of leasehold improvements in our Cleveland main office included in
net occupancy expense. |
17
Net Interest Income / Average Balance Sheet
(This section should be read in conjunction with Significant Items 2 and 5.)
2009 First Quarter versus 2008 First Quarter
Fully-taxable equivalent net interest income decreased $41.2 million, or 11%, compared with
the year-ago quarter. This reflected the unfavorable impact of a 26 basis point decline in the net
interest margin to 2.97% from 3.23%. Average earning assets decreased $1.1 billion, reflecting a
$0.9 billion, or 77%, decline in average trading account securities, and a $0.8 billion reduction
in average federal funds sold and securities purchased under resale agreements, partially offset by
a $0.5 billion, or 1%, increase in average total loans and leases.
The following table details the changes in our average loans and leases and average deposits:
Table 3 — Average Loans/Leases and Deposits — 2009 First Quarter vs. 2008 First Quarter
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
First Quarter |
|
|
Change |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Net interest income — FTE |
|
$ |
341,087 |
|
|
|
382,326 |
|
|
|
(41,239 |
) |
|
|
(10.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Loans and Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans/Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
$ |
13,541 |
|
|
$ |
13,343 |
|
|
$ |
198 |
|
|
|
1.5 |
% |
Commercial real estate |
|
|
10,112 |
|
|
|
9,287 |
|
|
|
825 |
|
|
|
8.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
23,653 |
|
|
|
22,630 |
|
|
|
1,023 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans and leases |
|
|
4,354 |
|
|
|
4,399 |
|
|
|
(45 |
) |
|
|
(1.0 |
) |
Home equity |
|
|
7,577 |
|
|
|
7,274 |
|
|
|
303 |
|
|
|
4.2 |
|
Residential mortgage |
|
|
4,611 |
|
|
|
5,351 |
|
|
|
(740 |
) |
|
|
(13.8 |
) |
Other consumer |
|
|
671 |
|
|
|
713 |
|
|
|
(42 |
) |
|
|
(5.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
17,213 |
|
|
|
17,737 |
|
|
|
(524 |
) |
|
|
(3.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
40,866 |
|
|
$ |
40,367 |
|
|
$ |
499 |
|
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits — noninterest bearing |
|
$ |
5,544 |
|
|
$ |
5,034 |
|
|
$ |
510 |
|
|
|
10.1 |
% |
Demand deposits — interest bearing |
|
|
4,076 |
|
|
|
3,934 |
|
|
|
142 |
|
|
|
3.6 |
|
Money market deposits |
|
|
5,593 |
|
|
|
6,753 |
|
|
|
(1,160 |
) |
|
|
(17.2 |
) |
Savings and other domestic time deposits |
|
|
4,875 |
|
|
|
5,004 |
|
|
|
(129 |
) |
|
|
(2.6 |
) |
Core certificates of deposit |
|
|
12,663 |
|
|
|
10,790 |
|
|
|
1,873 |
|
|
|
17.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core deposits |
|
|
32,751 |
|
|
|
31,515 |
|
|
|
1,236 |
|
|
|
3.9 |
|
Other deposits |
|
|
5,438 |
|
|
|
6,416 |
|
|
|
(978 |
) |
|
|
(15.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
38,189 |
|
|
$ |
37,931 |
|
|
$ |
258 |
|
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The $0.5 billion, or 1%, increase in average total loans and leases primarily reflected:
| |
• |
|
$1.0 billion, or 5%, increase in average total commercial loans, with growth
reflected in both C&I loans and CRE loans. The $0.8 billion, or 9%, increase in
average CRE loans reflected a combination of factors, including draws on existing
performing projects and new originations to existing CRE borrowers. The $0.2 billion,
or 1%, growth in average C&I loans reflected normal funding and pay downs on lines of
credit and by new originations to existing customers. |
Partially offset by:
| |
• |
|
$0.5 billion, or 3%, decrease in average total consumer loans. This reflected a
$0.7 billion, or 14%, decline in average residential mortgages, reflecting the impact
of loan sales; as well as the continued refinance of portfolio loans and increased
saleable originations, thus mitigating balance sheet growth. Average home equity loans
increased 4%, due to strong 2008 second quarter production and a slowdown in runoff.
Average automobile loans and leases were essentially unchanged from the year-ago
quarter. |
18
The $0.3 billion, or 1%, increase in average total deposits reflected growth in average total
core deposits, as average other deposits declined. Specifically, average core certificates of
deposits increased $1.9 billion, or 17%, reflecting the continuation of customers transferring
funds into these higher rate accounts from lower rate money market and savings and other domestic
deposit accounts, which declined 17% and 3%, respectively.
2009 First Quarter versus 2008 Fourth Quarter
Fully-taxable equivalent net interest income decreased $38.9 million, or 10%, compared with
the prior quarter. This reflected a 21 basis point decline in the net interest margin to 2.97%
from 3.18%. The decline in the net interest margin reflected a combination of factors including
the impact of competitive deposit pricing in our markets, the increase in cash on hand, and other
actions taken to improve liquidity, as well as the increased negative impact of funding a higher
level of noninterest earning NPAs. The decline in fully-taxable equivalent net interest income
also reflected a 2% decline in average earning assets with average total loans and leases
decreasing 1% and other earning assets, which includes investment securities, declining 7%.
The following table details the changes in our average loans and leases and average deposits:
Table 4 — Average Loans/Leases and Deposits — 2009 First Quarter vs. 2008 Fourth Quarter
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
|
Change |
|
| (in thousands) |
|
First Quarter |
|
|
Fourth Quarter |
|
|
Amount |
|
|
Percent |
|
Net interest income — FTE |
|
$ |
341,087 |
|
|
$ |
380,006 |
|
|
|
(38,919 |
) |
|
|
(10.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Average Loans and Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans/Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
$ |
13,541 |
|
|
$ |
13,746 |
|
|
$ |
(205 |
) |
|
|
(1.5 |
)% |
Commercial real estate |
|
|
10,112 |
|
|
|
10,218 |
|
|
|
(106 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
23,653 |
|
|
|
23,964 |
|
|
|
(311 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans and leases |
|
|
4,354 |
|
|
|
4,535 |
|
|
|
(181 |
) |
|
|
(4.0 |
) |
Home equity |
|
|
7,577 |
|
|
|
7,523 |
|
|
|
54 |
|
|
|
0.7 |
|
Residential mortgage |
|
|
4,611 |
|
|
|
4,737 |
|
|
|
(126 |
) |
|
|
(2.7 |
) |
Other consumer |
|
|
671 |
|
|
|
678 |
|
|
|
(7 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
17,213 |
|
|
|
17,473 |
|
|
|
(260 |
) |
|
|
(1.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
40,866 |
|
|
$ |
41,437 |
|
|
$ |
(571 |
) |
|
|
(1.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits — noninterest bearing |
|
$ |
5,544 |
|
|
$ |
5,205 |
|
|
$ |
339 |
|
|
|
6.5 |
% |
Demand deposits — interest bearing |
|
|
4,076 |
|
|
|
3,988 |
|
|
|
88 |
|
|
|
2.2 |
|
Money market deposits |
|
|
5,593 |
|
|
|
5,500 |
|
|
|
93 |
|
|
|
1.7 |
|
Savings and other domestic time deposits |
|
|
4,875 |
|
|
|
4,837 |
|
|
|
38 |
|
|
|
0.8 |
|
Core certificates of deposit |
|
|
12,663 |
|
|
|
12,468 |
|
|
|
195 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core deposits |
|
|
32,751 |
|
|
|
31,998 |
|
|
|
753 |
|
|
|
2.4 |
|
Other deposits |
|
|
5,438 |
|
|
|
5,585 |
|
|
|
(147 |
) |
|
|
(2.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
38,189 |
|
|
$ |
37,583 |
|
|
$ |
606 |
|
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total loans and leases declined $0.6 billion, or 1%, primarily reflecting declines in
total commercial and automobile loans and leases.
19
Average total commercial loans decreased $0.3 billion, or 1%, reflecting declines in both
average CRE loans and average C&I loans. During the quarter, we initiated a portfolio review that
resulted in a reclassification of certain CRE loans to C&I loans at the end of the period. The
reclassification was primarily associated with loans to businesses secured by the real estate and
buildings that house their operations. These owner-occupied loans secured by real estate were
underwritten based on the cash flow of the business and are more appropriately classified as C&I
loans. The decline in average C&I loans primarily reflected the impact of the actions taken during
the 2008 fourth quarter relating to the Franklin relationship (see “Significant Items” discussion),
partially offset by origination activity. The decline in average CRE loans reflected payoffs and
pay downs.
Average total consumer loans declined $0.3 billion. Average total automobile loans and leases
declined 4%, reflecting the continued runoff of the direct lease portfolio and a declining average
loan balance due to lower origination volume. The $1.0 billion automobile loan sale was closed
near the end of the quarter so it had a minimal impact on average balances.
Average residential mortgages declined 3%, reflecting the significant refinance activity
during the quarter as we sell such refinanced loans in the secondary market. A $200 million
portfolio loan sale, as well as the mortgages added as a result of the Franklin restructuring, both
occurred late in the quarter and had a minimal impact on reported average balances.
The 7% decline in average other earning assets, which includes investment securities,
reflected decisions during the 2009 first and 2008 fourth quarters to improve overall liquidity.
Specifically, we sold $600 million of municipal securities near the end of the 2009 first quarter,
reduced our trading account securities used to hedge MSRs in the 2008 fourth quarter, and used the
proceeds to purchase new investment securities and to increase cash reserves. As a result of these
and other strategic balance sheet changes, average cash and due from banks, a nonearning asset,
increased $625 million. At the end of the quarter total cash and due from banks was $2.3 billion,
up $1.5 billion from the end of last year.
Average total deposits increased $0.6 billion, or 2%, reflecting:
| |
• |
|
$0.8 billion, or 2%, growth in average total core deposits. The primary drivers of
the change were 7% growth in average noninterest bearing demand deposits and 2% growth
in core certificates of deposits. This growth was the result of (a) the introduction
of the Huntington Conservative Deposit Account, a Bank money market account product
designed as an alternative deposit option for lower yielding money market mutual funds,
(b) the transfer of corporate customer non-deposit accounts to deposits, and (c) an
increase in the number of our demand deposit account households. |
Partially offset by:
| |
• |
|
3% decrease in average noncore deposits, primarily reflecting a managed decline in
public fund and foreign time deposits. |
Tables 5 and 6 reflect quarterly average balance sheets and rates earned and paid on
interest-earning assets and interest-bearing liabilities.
20
Table 5 — Consolidated Quarterly Average Balance Sheets
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
| Fully-taxable equivalent basis |
|
2009 |
|
|
2008 |
|
|
1Q09 vs 1Q08 |
|
| (in millions) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
Amount |
|
|
Percent |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits in banks |
|
$ |
355 |
|
|
$ |
343 |
|
|
$ |
321 |
|
|
$ |
256 |
|
|
$ |
293 |
|
|
$ |
62 |
|
|
|
21.2 |
% |
Trading account securities |
|
|
278 |
|
|
|
940 |
|
|
|
992 |
|
|
|
1,243 |
|
|
|
1,186 |
|
|
|
(908 |
) |
|
|
(76.6 |
) |
Federal funds sold and securities purchased
under resale agreements |
|
|
19 |
|
|
|
48 |
|
|
|
363 |
|
|
|
566 |
|
|
|
769 |
|
|
|
(750 |
) |
|
|
(97.5 |
) |
Loans held for sale |
|
|
627 |
|
|
|
329 |
|
|
|
274 |
|
|
|
501 |
|
|
|
565 |
|
|
|
62 |
|
|
|
11.0 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
3,930 |
|
|
|
3,789 |
|
|
|
3,975 |
|
|
|
3,971 |
|
|
|
3,774 |
|
|
|
156 |
|
|
|
4.1 |
|
Tax-exempt |
|
|
496 |
|
|
|
689 |
|
|
|
712 |
|
|
|
717 |
|
|
|
703 |
|
|
|
(207 |
) |
|
|
(29.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
|
4,426 |
|
|
|
4,478 |
|
|
|
4,687 |
|
|
|
4,688 |
|
|
|
4,477 |
|
|
|
(51 |
) |
|
|
(1.1 |
) |
Loans and leases: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
|
13,541 |
|
|
|
13,746 |
|
|
|
13,629 |
|
|
|
13,631 |
|
|
|
13,343 |
|
|
|
198 |
|
|
|
1.5 |
|
Commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
2,033 |
|
|
|
2,103 |
|
|
|
2,090 |
|
|
|
2,038 |
|
|
|
2,014 |
|
|
|
19 |
|
|
|
0.9 |
|
Commercial |
|
|
8,079 |
|
|
|
8,115 |
|
|
|
7,726 |
|
|
|
7,563 |
|
|
|
7,273 |
|
|
|
806 |
|
|
|
11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
10,112 |
|
|
|
10,218 |
|
|
|
9,816 |
|
|
|
9,601 |
|
|
|
9,287 |
|
|
|
825 |
|
|
|
8.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
23,653 |
|
|
|
23,964 |
|
|
|
23,445 |
|
|
|
23,232 |
|
|
|
22,630 |
|
|
|
1,023 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans |
|
|
3,837 |
|
|
|
3,899 |
|
|
|
3,856 |
|
|
|
3,636 |
|
|
|
3,309 |
|
|
|
528 |
|
|
|
16.0 |
|
Automobile leases |
|
|
517 |
|
|
|
636 |
|
|
|
768 |
|
|
|
915 |
|
|
|
1,090 |
|
|
|
(573 |
) |
|
|
(52.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans and leases |
|
|
4,354 |
|
|
|
4,535 |
|
|
|
4,624 |
|
|
|
4,551 |
|
|
|
4,399 |
|
|
|
(45 |
) |
|
|
(1.0 |
) |
Home equity |
|
|
7,577 |
|
|
|
7,523 |
|
|
|
7,453 |
|
|
|
7,365 |
|
|
|
7,274 |
|
|
|
303 |
|
|
|
4.2 |
|
Residential mortgage |
|
|
4,611 |
|
|
|
4,737 |
|
|
|
4,812 |
|
|
|
5,178 |
|
|
|
5,351 |
|
|
|
(740 |
) |
|
|
(13.8 |
) |
Other loans |
|
|
671 |
|
|
|
678 |
|
|
|
670 |
|
|
|
699 |
|
|
|
713 |
|
|
|
(42 |
) |
|
|
(5.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
17,213 |
|
|
|
17,473 |
|
|
|
17,559 |
|
|
|
17,793 |
|
|
|
17,737 |
|
|
|
(524 |
) |
|
|
(3.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
|
40,866 |
|
|
|
41,437 |
|
|
|
41,004 |
|
|
|
41,025 |
|
|
|
40,367 |
|
|
|
499 |
|
|
|
1.2 |
|
Allowance for loan and lease losses |
|
|
(913 |
) |
|
|
(764 |
) |
|
|
(731 |
) |
|
|
(654 |
) |
|
|
(630 |
) |
|
|
(283 |
) |
|
|
(44.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans and leases |
|
|
39,953 |
|
|
|
40,673 |
|
|
|
40,273 |
|
|
|
40,371 |
|
|
|
39,737 |
|
|
|
216 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
46,571 |
|
|
|
47,575 |
|
|
|
47,641 |
|
|
|
48,279 |
|
|
|
47,657 |
|
|
|
(1,086 |
) |
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
1,553 |
|
|
|
928 |
|
|
|
925 |
|
|
|
943 |
|
|
|
1,036 |
|
|
|
517 |
|
|
|
49.9 |
|
Intangible assets |
|
|
3,371 |
|
|
|
3,421 |
|
|
|
3,441 |
|
|
|
3,449 |
|
|
|
3,472 |
|
|
|
(101 |
) |
|
|
(2.9 |
) |
All other assets |
|
|
3,571 |
|
|
|
3,447 |
|
|
|
3,384 |
|
|
|
3,522 |
|
|
|
3,350 |
|
|
|
221 |
|
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
54,153 |
|
|
$ |
54,607 |
|
|
$ |
54,660 |
|
|
$ |
55,539 |
|
|
$ |
54,885 |
|
|
$ |
(732 |
) |
|
|
(1.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits — noninterest bearing |
|
$ |
5,544 |
|
|
$ |
5,205 |
|
|
$ |
5,080 |
|
|
$ |
5,061 |
|
|
$ |
5,034 |
|
|
$ |
510 |
|
|
|
10.1 |
% |
Demand deposits — interest bearing |
|
|
4,076 |
|
|
|
3,988 |
|
|
|
4,005 |
|
|
|
4,086 |
|
|
|
3,934 |
|
|
|
142 |
|
|
|
3.6 |
|
Money market deposits |
|
|
5,593 |
|
|
|
5,500 |
|
|
|
5,860 |
|
|
|
6,267 |
|
|
|
6,753 |
|
|
|
(1,160 |
) |
|
|
(17.2 |
) |
Savings and other domestic deposits |
|
|
4,875 |
|
|
|
4,837 |
|
|
|
4,911 |
|
|
|
5,047 |
|
|
|
5,004 |
|
|
|
(129 |
) |
|
|
(2.6 |
) |
Core certificates of deposit |
|
|
12,663 |
|
|
|
12,468 |
|
|
|
11,883 |
|
|
|
10,950 |
|
|
|
10,790 |
|
|
|
1,873 |
|
|
|
17.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core deposits |
|
|
32,751 |
|
|
|
31,998 |
|
|
|
31,739 |
|
|
|
31,411 |
|
|
|
31,515 |
|
|
|
1,236 |
|
|
|
3.9 |
|
Other domestic deposits of $100,000 or more |
|
|
1,356 |
|
|
|
1,682 |
|
|
|
1,991 |
|
|
|
2,145 |
|
|
|
1,989 |
|
|
|
(633 |
) |
|
|
(31.8 |
) |
Brokered deposits and negotiable CDs |
|
|
3,449 |
|
|
|
3,049 |
|
|
|
3,025 |
|
|
|
3,361 |
|
|
|
3,542 |
|
|
|
(93 |
) |
|
|
(2.6 |
) |
Deposits in foreign offices |
|
|
633 |
|
|
|
854 |
|
|
|
1,048 |
|
|
|
1,110 |
|
|
|
885 |
|
|
|
(252 |
) |
|
|
(28.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
38,189 |
|
|
|
37,583 |
|
|
|
37,803 |
|
|
|
38,027 |
|
|
|
37,931 |
|
|
|
258 |
|
|
|
0.7 |
|
Short-term borrowings |
|
|
1,100 |
|
|
|
1,748 |
|
|
|
2,131 |
|
|
|
2,854 |
|
|
|
2,772 |
|
|
|
(1,672 |
) |
|
|
(60.3 |
) |
Federal Home Loan Bank advances |
|
|
2,414 |
|
|
|
3,188 |
|
|
|
3,139 |
|
|
|
3,412 |
|
|
|
3,389 |
|
|
|
(975 |
) |
|
|
(28.8 |
) |
Subordinated notes and other long-term debt |
|
|
4,611 |
|
|
|
4,252 |
|
|
|
4,382 |
|
|
|
3,928 |
|
|
|
3,814 |
|
|
|
797 |
|
|
|
20.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
40,770 |
|
|
|
41,566 |
|
|
|
42,375 |
|
|
|
43,160 |
|
|
|
42,872 |
|
|
|
(2,102 |
) |
|
|
(4.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other liabilities |
|
|
614 |
|
|
|
817 |
|
|
|
882 |
|
|
|
961 |
|
|
|
1,102 |
|
|
|
(488 |
) |
|
|
(44.3 |
) |
Shareholders’ equity |
|
|
7,225 |
|
|
|
7,019 |
|
|
|
6,323 |
|
|
|
6,357 |
|
|
|
5,877 |
|
|
|
1,348 |
|
|
|
22.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity |
|
$ |
54,153 |
|
|
$ |
54,607 |
|
|
$ |
54,660 |
|
|
$ |
55,539 |
|
|
$ |
54,885 |
|
|
$ |
(732 |
) |
|
|
(1.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
For purposes of this analysis, non-accrual loans are reflected in the average
balances of loans. |
21
Table 6 — Consolidated Quarterly Net Interest Margin Analysis
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| Fully-taxable equivalent basis (1) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits in banks |
|
|
0.45 |
% |
|
|
1.44 |
% |
|
|
2.17 |
% |
|
|
2.77 |
% |
|
|
3.97 |
% |
Trading account securities |
|
|
4.04 |
|
|
|
5.32 |
|
|
|
5.45 |
|
|
|
5.13 |
|
|
|
5.27 |
|
Federal funds sold and securities purchased
under resale agreements |
|
|
0.20 |
|
|
|
0.24 |
|
|
|
2.02 |
|
|
|
2.08 |
|
|
|
3.07 |
|
Loans held for sale |
|
|
5.04 |
|
|
|
6.58 |
|
|
|
6.54 |
|
|
|
5.98 |
|
|
|
5.41 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
5.64 |
|
|
|
5.74 |
|
|
|
5.54 |
|
|
|
5.50 |
|
|
|
5.71 |
|
Tax-exempt |
|
|
6.19 |
|
|
|
7.02 |
|
|
|
6.80 |
|
|
|
6.77 |
|
|
|
6.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
|
5.71 |
|
|
|
5.94 |
|
|
|
5.73 |
|
|
|
5.69 |
|
|
|
5.88 |
|
Loans and leases: (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
|
4.60 |
|
|
|
5.01 |
|
|
|
5.46 |
|
|
|
5.53 |
|
|
|
6.32 |
|
Commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
2.76 |
|
|
|
4.55 |
|
|
|
4.69 |
|
|
|
4.81 |
|
|
|
5.86 |
|
Commercial |
|
|
3.76 |
|
|
|
5.07 |
|
|
|
5.33 |
|
|
|
5.47 |
|
|
|
6.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
3.55 |
|
|
|
4.96 |
|
|
|
5.19 |
|
|
|
5.32 |
|
|
|
6.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
4.15 |
|
|
|
4.99 |
|
|
|
5.35 |
|
|
|
5.45 |
|
|
|
6.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans |
|
|
7.20 |
|
|
|
7.17 |
|
|
|
7.13 |
|
|
|
7.12 |
|
|
|
7.25 |
|
Automobile leases |
|
|
6.03 |
|
|
|
5.82 |
|
|
|
5.70 |
|
|
|
5.59 |
|
|
|
5.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans and leases |
|
|
7.06 |
|
|
|
6.98 |
|
|
|
6.89 |
|
|
|
6.81 |
|
|
|
6.82 |
|
Home equity |
|
|
5.13 |
|
|
|
5.87 |
|
|
|
6.19 |
|
|
|
6.43 |
|
|
|
7.21 |
|
Residential mortgage |
|
|
5.71 |
|
|
|
5.84 |
|
|
|
5.83 |
|
|
|
5.78 |
|
|
|
5.86 |
|
Other loans |
|
|
8.97 |
|
|
|
9.25 |
|
|
|
9.71 |
|
|
|
9.98 |
|
|
|
10.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
5.92 |
|
|
|
6.28 |
|
|
|
6.41 |
|
|
|
6.48 |
|
|
|
6.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
|
4.90 |
|
|
|
5.53 |
|
|
|
5.80 |
|
|
|
5.89 |
|
|
|
6.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
4.99 |
% |
|
|
5.57 |
% |
|
|
5.77 |
% |
|
|
5.85 |
% |
|
|
6.40 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits — noninterest bearing |
|
|
— |
% |
|
|
— |
% |
|
|
— |
% |
|
|
— |
% |
|
|
— |
% |
Demand deposits — interest bearing |
|
|
0.14 |
|
|
|
0.34 |
|
|
|
0.51 |
|
|
|
0.55 |
|
|
|
0.82 |
|
Money market deposits |
|
|
1.02 |
|
|
|
1.31 |
|
|
|
1.66 |
|
|
|
1.76 |
|
|
|
2.83 |
|
Savings and other domestic deposits |
|
|
1.45 |
|
|
|
1.66 |
|
|
|
1.74 |
|
|
|
1.83 |
|
|
|
2.27 |
|
Core certificates of deposit |
|
|
3.82 |
|
|
|
4.02 |
|
|
|
4.05 |
|
|
|
4.37 |
|
|
|
4.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core deposits |
|
|
2.27 |
|
|
|
2.49 |
|
|
|
2.57 |
|
|
|
2.67 |
|
|
|
3.18 |
|
Other domestic deposits of $100,000 or more |
|
|
2.96 |
|
|
|
3.38 |
|
|
|
3.47 |
|
|
|
3.77 |
|
|
|
4.38 |
|
Brokered deposits and negotiable CDs |
|
|
2.97 |
|
|
|
3.39 |
|
|
|
3.37 |
|
|
|
3.38 |
|
|
|
4.43 |
|
Deposits in foreign offices |
|
|
0.17 |
|
|
|
0.90 |
|
|
|
1.49 |
|
|
|
1.66 |
|
|
|
2.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
2.33 |
|
|
|
2.58 |
|
|
|
2.66 |
|
|
|
2.78 |
|
|
|
3.36 |
|
Short-term borrowings |
|
|
0.25 |
|
|
|
0.85 |
|
|
|
1.42 |
|
|
|
1.66 |
|
|
|
2.78 |
|
Federal Home Loan Bank advances |
|
|
1.03 |
|
|
|
3.04 |
|
|
|
2.92 |
|
|
|
3.01 |
|
|
|
3.94 |
|
Subordinated notes and other long-term debt |
|
|
3.29 |
|
|
|
4.49 |
|
|
|
4.29 |
|
|
|
4.21 |
|
|
|
5.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
2.31 |
% |
|
|
2.74 |
% |
|
|
2.79 |
% |
|
|
2.85 |
% |
|
|
3.53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread |
|
|
2.68 |
% |
|
|
2.83 |
% |
|
|
2.98 |
% |
|
|
3.00 |
% |
|
|
2.87 |
% |
Impact of noninterest bearing funds on margin |
|
|
0.29 |
|
|
|
0.35 |
|
|
|
0.31 |
|
|
|
0.29 |
|
|
|
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
2.97 |
% |
|
|
3.18 |
% |
|
|
3.29 |
% |
|
|
3.29 |
% |
|
|
3.23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Fully taxable equivalent (FTE) yields are calculated assuming a 35% tax rate. See
Table 1 for the FTE adjustment. |
| |
| (2) |
|
Loan, lease, and deposit average rates include impact of applicable derivatives and
non-deferrable fees. |
| |
| (3) |
|
For purposes of this analysis, nonaccrual loans are reflected in the average
balances of loans. |
22
Provision for Credit Losses
(This section should be read in conjunction with Significant Item 2 and the Credit Risk section.)
The provision for credit losses is the expense necessary to maintain the ALLL and the
allowance for unfunded loan commitments (AULC) at levels adequate to absorb our estimate of
probable inherent credit losses in the loan and lease portfolio and the portfolio of unfunded loan
commitments and letters of credit.
The table below details the Franklin-related impact to the provision for credit losses for
each of the past five quarters:
Table 7 — Provision for Credit Losses — Franklin-Related Impact
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
| |
Total Provision for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
291.8 |
|
|
$ |
722.6 |
|
|
$ |
125.4 |
|
|
$ |
120.8 |
|
|
$ |
88.7 |
|
Franklin |
|
|
— |
|
|
|
(438.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
291.8 |
|
|
$ |
284.6 |
|
|
$ |
125.4 |
|
|
$ |
120.8 |
|
|
$ |
88.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net charge-offs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
341.5 |
|
|
$ |
560.6 |
|
|
$ |
83.8 |
|
|
$ |
65.2 |
|
|
$ |
48.4 |
|
Franklin |
|
|
(128.3 |
) |
|
|
(423.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
213.2 |
|
|
$ |
137.3 |
|
|
$ |
83.8 |
|
|
$ |
65.2 |
|
|
$ |
48.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for non-Franklin credit losses
in excess of non-Franklin net charge-offs |
|
$ |
78.6 |
|
|
$ |
147.3 |
|
|
$ |
41.6 |
|
|
$ |
55.6 |
|
|
$ |
40.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for credit losses in the 2009 first quarter was $291.8 million, down $430.8
million from the 2008 fourth quarter, as that quarter included $438.0 million of provision expense
related to our Franklin relationship (see “Franklin relationship” discussion located within the
“Risk Management and Capital” section for additional information). The provision for credit losses
in the current quarter was $203.1 million higher than in the year-ago quarter. The current
quarter’s provision for credit losses of $291.8 million, exceeded non-Franklin related NCOs by
$78.6 million (see “Credit Quality” discussion).
Noninterest Income
(This section should be read in conjunction with Significant Items 2, 4, and 5.)
The following table reflects noninterest income for each of the past five quarters:
Table 8 — Noninterest Income
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Service charges on deposit accounts |
|
$ |
69,878 |
|
|
$ |
75,247 |
|
|
$ |
80,508 |
|
|
$ |
79,630 |
|
|
$ |
72,668 |
|
Brokerage and insurance income |
|
|
39,948 |
|
|
|
31,233 |
|
|
|
34,309 |
|
|
|
35,694 |
|
|
|
36,560 |
|
Trust services |
|
|
24,810 |
|
|
|
27,811 |
|
|
|
30,952 |
|
|
|
33,089 |
|
|
|
34,128 |
|
Electronic banking |
|
|
22,482 |
|
|
|
22,838 |
|
|
|
23,446 |
|
|
|
23,242 |
|
|
|
20,741 |
|
Bank owned life insurance income |
|
|
12,912 |
|
|
|
13,577 |
|
|
|
13,318 |
|
|
|
14,131 |
|
|
|
13,750 |
|
Automobile operating lease income |
|
|
13,228 |
|
|
|
13,170 |
|
|
|
11,492 |
|
|
|
9,357 |
|
|
|
5,832 |
|
Mortgage banking income (loss) |
|
|
35,418 |
|
|
|
(6,747 |
) |
|
|
10,302 |
|
|
|
12,502 |
|
|
|
(7,063 |
) |
Securities gains (losses) |
|
|
2,067 |
|
|
|
(127,082 |
) |
|
|
(73,790 |
) |
|
|
2,073 |
|
|
|
1,429 |
|
Other income |
|
|
18,359 |
|
|
|
17,052 |
|
|
|
37,320 |
|
|
|
26,712 |
|
|
|
57,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
$ |
239,102 |
|
|
$ |
67,099 |
|
|
$ |
167,857 |
|
|
$ |
236,430 |
|
|
$ |
235,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
The following table details mortgage banking income and the net impact of MSR hedging activity
for each of the past five quarters:
Table 9 — Mortgage Banking Income and Net Impact of MSR Hedging
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
|
1Q09 vs 1Q08 |
|
| (in thousands, except as noted) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
Amount |
|
|
Percent |
|
Mortgage Banking Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and secondary marketing |
|
$ |
29,965 |
|
|
|
7,180 |
|
|
$ |
7,647 |
|
|
$ |
13,098 |
|
|
$ |
9,332 |
|
|
$ |
20,633 |
|
|
|
N.M. |
% |
Servicing fees |
|
|
11,840 |
|
|
|
11,660 |
|
|
|
11,838 |
|
|
|
11,166 |
|
|
|
10,894 |
|
|
|
946 |
|
|
|
8.7 |
|
Amortization of capitalized servicing (1) |
|
|
(12,285 |
) |
|
|
(6,462 |
) |
|
|
(6,234 |
) |
|
|
(7,024 |
) |
|
|
(6,914 |
) |
|
|
(5,371 |
) |
|
|
(77.7 |
) |
Other mortgage banking income |
|
|
9,404 |
|
|
|
2,959 |
|
|
|
3,519 |
|
|
|
5,959 |
|
|
|
4,331 |
|
|
|
5,073 |
|
|
|
N.M. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total |
|
|
38,924 |
|
|
|
15,337 |
|
|
|
16,770 |
|
|
|
23,199 |
|
|
|
17,643 |
|
|
|
21,281 |
|
|
|
N.M. |
|
MSR valuation adjustment (1) |
|
|
(10,389 |
) |
|
|
(63,355 |
) |
|
|
(10,251 |
) |
|
|
39,031 |
|
|
|
(18,093 |
) |
|
|
7,704 |
|
|
|
(42.6 |
) |
Net trading gains (losses) related to MSR hedging |
|
|
6,883 |
|
|
|
41,271 |
|
|
|
3,783 |
|
|
|
(49,728 |
) |
|
|
(6,613 |
) |
|
|
13,496 |
|
|
|
N.M. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage banking income (loss) |
|
$ |
35,418 |
|
|
$ |
(6,747 |
) |
|
$ |
10,302 |
|
|
$ |
12,502 |
|
|
$ |
(7,063 |
) |
|
$ |
42,481 |
|
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average trading account securities used to hedge
MSRs (in millions) |
|
$ |
223 |
|
|
$ |
857 |
|
|
$ |
941 |
|
|
$ |
1,190 |
|
|
$ |
1,139 |
|
|
|
|
|
|
|
|
|
Capitalized mortgage servicing rights (2) |
|
|
167,838 |
|
|
|
167,438 |
|
|
|
230,398 |
|
|
|
240,024 |
|
|
|
191,806 |
|
|
$ |
(23,968 |
) |
|
|
(12.5 |
)% |
Total mortgages serviced for others (in millions) (2) |
|
|
16,315 |
|
|
|
15,754 |
|
|
|
15,741 |
|
|
|
15,770 |
|
|
|
15,138 |
|
|
|
1,177 |
|
|
|
7.8 |
|
MSR % of investor servicing portfolio |
|
|
1.03 |
% |
|
|
1.06 |
% |
|
|
1.46 |
% |
|
|
1.52 |
% |
|
|
1.27 |
% |
|
|
(0.24 |
)% |
|
|
(18.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Impact of MSR Hedging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSR valuation adjustment (1) |
|
$ |
(10,389 |
) |
|
$ |
(63,355 |
) |
|
$ |
(10,251 |
) |
|
$ |
39,031 |
|
|
$ |
(18,093 |
) |
|
$ |
7,704 |
|
|
|
(42.6 |
)% |
Net trading gains (losses) related to MSR hedging |
|
|
6,883 |
|
|
|
41,271 |
|
|
|
3,783 |
|
|
|
(49,728 |
) |
|
|
(6,613 |
) |
|
|
13,496 |
|
|
|
N.M. |
|
Net interest income related to MSR hedging |
|
|
2,441 |
|
|
|
9,473 |
|
|
|
8,368 |
|
|
|
9,364 |
|
|
|
5,934 |
|
|
|
(3,493 |
) |
|
|
(58.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impact of MSR hedging |
|
$ |
(1,065 |
) |
|
$ |
(12,611 |
) |
|
$ |
1,900 |
|
|
$ |
(1,333 |
) |
|
$ |
(18,772 |
) |
|
$ |
17,707 |
|
|
|
(94.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| N.M., not a meaningful value. |
| |
| (1) |
|
The change in fair value for the period represents the MSR valuation adjustment,
excluding amortization of capitalized servicing. |
| |
| (2) |
|
At period end. |
24
2009 First Quarter versus 2008 First Quarter
Noninterest income increased $3.4 million, or 1%, from the year-ago quarter.
Table 10 — Noninterest Income — 2009 First Quarter vs. 2008 First Quarter
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
First Quarter |
|
|
Change |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Service charges on deposit accounts |
|
$ |
69,878 |
|
|
$ |
72,668 |
|
|
$ |
(2,790 |
) |
|
|
(3.8 |
)% |
Brokerage and insurance income |
|
|
39,948 |
|
|
|
36,560 |
|
|
|
3,388 |
|
|
|
9.3 |
|
Trust services |
|
|
24,810 |
|
|
|
34,128 |
|
|
|
(9,318 |
) |
|
|
(27.3 |
) |
Electronic banking |
|
|
22,482 |
|
|
|
20,741 |
|
|
|
1,741 |
|
|
|
8.4 |
|
Bank owned life insurance income |
|
|
12,912 |
|
|
|
13,750 |
|
|
|
(838 |
) |
|
|
(6.1 |
) |
Automobile operating lease income |
|
|
13,228 |
|
|
|
5,832 |
|
|
|
7,396 |
|
|
|
N.M. |
|
Mortgage banking income (loss) |
|
|
35,418 |
|
|
|
(7,063 |
) |
|
|
42,481 |
|
|
|
N.M. |
|
Securities gains |
|
|
2,067 |
|
|
|
1,429 |
|
|
|
638 |
|
|
|
44.6 |
|
Other income |
|
|
18,359 |
|
|
|
57,707 |
|
|
|
(39,348 |
) |
|
|
(68.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
$ |
239,102 |
|
|
$ |
235,752 |
|
|
$ |
3,350 |
|
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| N.M., not a meaningful value. |
The $3.4 million increase in total noninterest income reflected:
| |
• |
|
$42.5 million increase in mortgage banking income. Contributing to this increase
was a $21.2 million improvement in MSR hedging, and a $20.6 million increase in
origination and secondary marketing income as current quarter loan sales were more than
double the year-ago quarter and loan originations that were 24% higher than in the
year-ago quarter. Also contributing to the increase was a $4.3 million portfolio loan
sale gain in the 2009 first quarter. |
| |
• |
|
$7.4 million increase in automobile operating lease income reflecting automobile
lease originations since the 2007 fourth quarter recorded as operating leases.
However, the automobile operating lease portfolio and related income will decline in
the future as lease origination activities were discontinued during the 2008 fourth
quarter. |
| |
• |
|
$3.4 million, or 9%, increase in brokerage and insurance income reflecting higher
annuity sales. |
Partially offset by:
| |
• |
|
$39.3 million decline in other income as the year-ago quarter included a $25.1
million gain related to the Visa® IPO, a $9.9 million decrease in customer
derivative income from the year-ago quarter, and a $5.9 million loss on the current
quarter’s automobile loan sale. |
| |
• |
|
$9.3 million, or 27%, decline in trust services income, reflecting the impact of
lower market values on asset management revenues. |
| |
• |
|
$2.8 million, or 4%, decline in service charges on deposit accounts primarily
reflecting lower consumer NSF and overdraft fees, partially offset by higher commercial
service charges. |
25
2009 First Quarter versus 2008 Fourth Quarter
Noninterest income increased $172.0 million from the prior quarter.
Table 11 — Noninterest Income — 2009 First Quarter vs. 2008 Fourth Quarter
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
First |
|
|
Fourth |
|
|
|
|
| |
|
Quarter |
|
|
Quarter |
|
|
Change |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Service charges on deposit accounts |
|
$ |
69,878 |
|
|
$ |
75,247 |
|
|
$ |
(5,369 |
) |
|
|
(7.1 |
)% |
Brokerage and insurance income |
|
|
39,948 |
|
|
|
31,233 |
|
|
|
8,715 |
|
|
|
27.9 |
|
Trust services |
|
|
24,810 |
|
|
|
27,811 |
|
|
|
(3,001 |
) |
|
|
(10.8 |
) |
Electronic banking |
|
|
22,482 |
|
|
|
22,838 |
|
|
|
(356 |
) |
|
|
(1.6 |
) |
Bank owned life insurance income |
|
|
12,912 |
|
|
|
13,577 |
|
|
|
(665 |
) |
|
|
(4.9 |
) |
Automobile operating lease income |
|
|
13,228 |
|
|
|
13,170 |
|
|
|
58 |
|
|
|
0.4 |
|
Mortgage banking income (loss) |
|
|
35,418 |
|
|
|
(6,747 |
) |
|
|
42,165 |
|
|
|
N.M. |
|
Securities gains (losses) |
|
|
2,067 |
|
|
|
(127,082 |
) |
|
|
129,149 |
|
|
|
N.M. |
|
Other income |
|
|
18,359 |
|
|
|
17,052 |
|
|
|
1,307 |
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
$ |
239,102 |
|
|
$ |
67,099 |
|
|
$ |
172,003 |
|
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| N.M., not a meaningful value. |
The $172.0 million increase in total noninterest income reflected:
| |
• |
|
$129.1 million improvement in securities gains (losses) as the prior quarter
reflected a $127.1 million securities impairment. |
| |
• |
|
$42.2 million increase in mortgage banking income. Contributing to this increase was
a $22.8 million increase in origination and secondary marketing income as current
quarter loan sales increased 163% and loan originations totaled $1.5 billion, more than
double the originations in the prior quarter. Also contributing to the increase was an
$18.6 million improvement in MSR hedging, and a $4.3 million gain on the current
quarter’s $200 million portfolio loan sale at quarter end. |
| |
• |
|
$8.7 million, or 28%, increase in brokerage and insurance income, reflecting a $5.5
million increase in insurance agency income, partially due to seasonal contingency
fees, $2.5 million increase in annuity sale commissions, and $1.2 million increase in
title insurance fees due to increased mortgage origination activity. The first quarter
represented a record level of investment sales. |
| |
• |
|
$1.3 million, or 8%, increase in other income, reflecting a decline in asset losses.
The current quarter included a $5.9 million automobile loan sale loss and $1.3 million
of equity investment losses. This was less than losses in the prior quarter that
included a $7.3 million loss on Franklin-related swaps as part of that quarter’s
restructuring and $1.5 million of equity investment losses. |
Partially offset by:
| |
• |
|
$5.4 million, or 7%, decline in service charges on deposit accounts primarily
reflecting lower consumer NSF and overdraft fees, partially offset by higher commercial
service charges. |
| |
• |
|
$3.0 million, or 11%, decline in trust services income, reflecting the impact of
lower yields and reduced market values on asset management revenues. |
26
Noninterest Expense
(This section should be read in conjunction with Significant Items 1, 4, and 6.)
The following table reflects noninterest expense for each of the past five quarters:
Table 12 — Noninterest Expense
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Personnel costs |
|
$ |
175,932 |
|
|
$ |
196,785 |
|
|
$ |
184,827 |
|
|
$ |
199,991 |
|
|
$ |
201,943 |
|
Outside data processing and other services |
|
|
32,432 |
|
|
|
31,230 |
|
|
|
32,386 |
|
|
|
30,186 |
|
|
|
34,361 |
|
Net occupancy |
|
|
29,188 |
|
|
|
22,999 |
|
|
|
25,215 |
|
|
|
26,971 |
|
|
|
33,243 |
|
Equipment |
|
|
20,410 |
|
|
|
22,329 |
|
|
|
22,102 |
|
|
|
25,740 |
|
|
|
23,794 |
|
Amortization of intangibles |
|
|
17,135 |
|
|
|
19,187 |
|
|
|
19,463 |
|
|
|
19,327 |
|
|
|
18,917 |
|
Professional services |
|
|
18,253 |
|
|
|
17,420 |
|
|
|
13,405 |
|
|
|
13,752 |
|
|
|
9,090 |
|
Marketing |
|
|
8,225 |
|
|
|
9,357 |
|
|
|
7,049 |
|
|
|
7,339 |
|
|
|
8,919 |
|
Automobile operating lease expense |
|
|
10,931 |
|
|
|
10,483 |
|
|
|
9,093 |
|
|
|
7,200 |
|
|
|
4,506 |
|
Telecommunications |
|
|
5,890 |
|
|
|
5,892 |
|
|
|
6,007 |
|
|
|
6,864 |
|
|
|
6,245 |
|
Printing and supplies |
|
|
3,572 |
|
|
|
4,175 |
|
|
|
4,316 |
|
|
|
4,757 |
|
|
|
5,622 |
|
Goodwill impairment |
|
|
2,602,713 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other expense |
|
|
45,088 |
|
|
|
50,237 |
|
|
|
15,133 |
|
|
|
35,676 |
|
|
|
23,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
$ |
2,969,769 |
|
|
$ |
390,094 |
|
|
$ |
338,996 |
|
|
$ |
377,803 |
|
|
$ |
370,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of employees (full-time equivalent),
at period-end |
|
|
10,533 |
|
|
|
10,951 |
|
|
|
10,901 |
|
|
|
11,251 |
|
|
|
11,787 |
|
2009 First Quarter versus 2008 First Quarter
Noninterest expense increased $2,599.3 million from the year-ago quarter.
Table 13 — Noninterest Expense — 2009 First Quarter vs. 2008 First Quarter
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
First |
|
|
First |
|
|
|
|
| |
|
Quarter |
|
|
Quarter |
|
|
Change |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Personnel costs |
|
$ |
175,932 |
|
|
$ |
201,943 |
|
|
$ |
(26,011 |
) |
|
|
(12.9 |
)% |
Outside data processing and other services |
|
|
32,432 |
|
|
|
34,361 |
|
|
|
(1,929 |
) |
|
|
(5.6 |
) |
Net occupancy |
|
|
29,188 |
|
|
|
33,243 |
|
|
|
(4,055 |
) |
|
|
(12.2 |
) |
Equipment |
|
|
20,410 |
|
|
|
23,794 |
|
|
|
(3,384 |
) |
|
|
(14.2 |
) |
Amortization of intangibles |
|
|
17,135 |
|
|
|
18,917 |
|
|
|
(1,782 |
) |
|
|
(9.4 |
) |
Professional services |
|
|
18,253 |
|
|
|
9,090 |
|
|
|
9,163 |
|
|
|
N.M. |
|
Marketing |
|
|
8,225 |
|
|
|
8,919 |
|
|
|
(694 |
) |
|
|
(7.8 |
) |
Automobile operating lease expense |
|
|
10,931 |
|
|
|
4,506 |
|
|
|
6,425 |
|
|
|
N.M. |
|
Telecommunications |
|
|
5,890 |
|
|
|
6,245 |
|
|
|
(355 |
) |
|
|
(5.7 |
) |
Printing and supplies |
|
|
3,572 |
|
|
|
5,622 |
|
|
|
(2,050 |
) |
|
|
(36.5 |
) |
Goodwill impairment |
|
|
2,602,713 |
|
|
|
— |
|
|
|
2,602,713 |
|
|
|
N.M. |
|
Other expense |
|
|
45,088 |
|
|
|
23,841 |
|
|
|
21,247 |
|
|
|
89.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
$ |
2,969,769 |
|
|
$ |
370,481 |
|
|
$ |
2,599,288 |
|
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of employees (full-time equivalent),
at period-end |
|
|
10,533 |
|
|
|
11,787 |
|
|
|
(1,254 |
) |
|
|
(10.6 |
)% |
| |
|
|
| N.M., not a meaningful value. |
The $2,599.3 million increase in total noninterest expense was entirely due to the current
quarter’s $2,602.7 million goodwill impairment charge (see “Goodwill” discussion located within the
Critical Account Policies and Use of Significant Estimates” for additional information). The
remaining $3.4 million, or 1%, decrease reflected:
| |
• |
|
$26.0 million, or 13%, decline in personnel costs, reflecting the impact of our
2008 and 2009 expense initiatives. Full-time equivalent staff declined 11% from the
year-ago period. |
27
Partially offset by:
| |
• |
|
$21.2 million increase in other expense as the 2008 first quarter included a
$12.4 million Visa® indemnification expense reversal, as well as higher
FDIC insurance expense in the current quarter. |
| |
• |
|
$9.2 million increase in professional services costs, reflecting higher legal and
collection-related expenses. |
2009 First Quarter versus 2008 Fourth Quarter
Noninterest expense increased $2,579.7 million from the prior quarter.
Table 14 — Noninterest Expense — 2009 First Quarter vs. 2008 Fourth Quarter
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
First |
|
|
Fourth |
|
|
|
|
| |
|
Quarter |
|
|
Quarter |
|
|
Change |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Personnel costs |
|
$ |
175,932 |
|
|
$ |
196,785 |
|
|
$ |
(20,853 |
) |
|
|
(10.6 |
)% |
Outside data processing and other services |
|
|
32,432 |
|
|
|
31,230 |
|
|
|
1,202 |
|
|
|
3.8 |
|
Net occupancy |
|
|
29,188 |
|
|
|
22,999 |
|
|
|
6,189 |
|
|
|
26.9 |
|
Equipment |
|
|
20,410 |
|
|
|
22,329 |
|
|
|
(1,919 |
) |
|
|
(8.6 |
) |
Amortization of intangibles |
|
|
17,135 |
|
|
|
19,187 |
|
|
|
(2,052 |
) |
|
|
(10.7 |
) |
Professional services |
|
|
18,253 |
|
|
|
17,420 |
|
|
|
833 |
|
|
|
4.8 |
|
Marketing |
|
|
8,225 |
|
|
|
9,357 |
|
|
|
(1,132 |
) |
|
|
(12.1 |
) |
Automobile operating lease expense |
|
|
10,931 |
|
|
|
10,483 |
|
|
|
448 |
|
|
|
4.3 |
|
Telecommunications |
|
|
5,890 |
|
|
|
5,892 |
|
|
|
(2 |
) |
|
|
(0.0 |
) |
Printing and supplies |
|
|
3,572 |
|
|
|
4,175 |
|
|
|
(603 |
) |
|
|
(14.4 |
) |
Goodwill impairment |
|
|
2,602,713 |
|
|
|
— |
|
|
|
2,602,713 |
|
|
|
N.M. |
|
Other expense |
|
|
45,088 |
|
|
|
50,237 |
|
|
|
(5,149 |
) |
|
|
(10.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
$ |
2,969,769 |
|
|
$ |
390,094 |
|
|
$ |
2,579,675 |
|
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of employees (full-time equivalent),
at period-end |
|
|
10,533 |
|
|
|
10,951 |
|
|
|
(418 |
) |
|
|
(3.8 |
) |
| |
|
|
| N.M., not a meaningful value. |
The $2,579.7 million increase in total noninterest expense was primarily due to the $2,602.7
million goodwill impairment charge (see “Goodwill” discussion located within the Critical Account
Policies and Use of Significant Estimates” for additional information). The remaining $23.0
million, or 6%, decrease reflected:
| |
• |
|
$20.9 million, or 11%, decline in personnel costs, reflecting the impact of
incentive accrual reversals and actions taken as part of our $100 million expense
reduction initiative. |
| |
• |
|
$5.1 million, or 10%, decline in other expense reflecting lower automobile lease
residual losses, partially offset by higher FDIC insurance expense. |
Partially offset by:
| |
• |
|
$6.2 million, or 27%, increase in net occupancy expense, reflecting higher seasonal
expenses, as well as lower property sale gains. |
28
Provision for Income Taxes
(This section should be read in conjunction with Significant Items 2 and 4.)
The provision for income taxes in the 2009 first quarter was a benefit of $251.8 million,
resulting in an effective tax rate benefit of 9.4%. This compared with a tax benefit of $251.9
million in the 2008 fourth quarter and a tax expense of $26.4 million in the 2008 first quarter.
The effective tax rates in the prior quarter and year-ago quarter were a benefit of 37.6% and an
expense of 17.2%, respectively. During the 2009 first quarter, the effective tax rate included a
$159.9 million nonrecurring tax benefit resulting from the Franklin restructuring (see “Franklin
Loans” discussion located within the “Critical Accounting Policies and Use of Significant
Estimates” for additional information), and the non-deductibility of $2,595.0 million of the total
$2,602.7 million of goodwill impairment (see “Goodwill” discussion located within the “Critical
Accounting Policies and Use of Significant Estimates” for additional information).
In the ordinary course of business, we operate in various taxing jurisdictions and are subject
to income and nonincome taxes. Also, we are subject to ongoing tax examinations in various
jurisdictions. Both the Internal Revenue Service and other taxing jurisdictions have proposed
various adjustments to our previously filed tax returns. We believe that our tax positions related
to such proposed were correct and supported by applicable statutes, regulations, and judicial
authority, and intend to vigorously defend them. It is possible that the ultimate resolution of the
proposed adjustments, if unfavorable, may be material to the results of operations in the period it
occurs. However, we believe that the resolution of these examinations will not, individually or in
the aggregate, have a material adverse impact on our consolidated financial position.
29
RISK MANAGEMENT AND CAPITAL
Risk identification and monitoring are key elements in overall risk management. We believe our
primary risk exposures are credit, market, liquidity, and operational risk. More information on
risk can be found under the heading “Risk Factors” included in Item 1A of our 2008 Form 10-K, and
subsequent filings with the SEC. Additionally, the MD&A appearing in our 2008 annual report should
be read in conjunction with this discussion and analysis as this report provides only material
updates to the 2008 Form 10-K. Our definition, philosophy, and approach to risk management are
unchanged from the discussion presented in the 2008 Form 10-K.
Credit Risk
Credit risk is the risk of loss due to our counterparties not being able to meet their
financial obligations under agreed upon terms. 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 investment and derivatives activities.
Credit risk is incidental to trading activities and represents a significant risk that is
associated with our investment securities portfolio (see “Investment Securities Portfolio”
discussion). Credit risk is mitigated through a combination of credit policies and processes,
market risk management activities, and portfolio diversification.
Counterparty Risk
In the normal course of business, we engage with other financial counterparties for a variety
of purposes including investing, asset and liability management, mortgage banking, and for trading
activities. As a result, we are exposed to credit risk, or the risk of loss if the counterparty
fails to perform according to the terms of our contract or agreement.
We minimize counterparty risk through credit approvals, limits, and monitoring procedures
similar to those used for our commercial portfolio (see “Commercial Credit” discussion), generally
entering into transactions only with counterparties that carry high quality ratings, and obtain
collateral when appropriate.
The majority of the financial institutions with whom we are exposed to counterparty risk are
large commercial banks. The potential amount of loss, which would have been recognized at March
31, 2009, if a counterparty defaulted, did not exceed $13 million for any individual counterparty.
Credit Exposure Mix
As shown in Table 15, at March 31, 2009, commercial loans totaled $23.0 billion, and
represented 58% of our total credit exposure. This portfolio was diversified between C&I and CRE
loans (see “Commercial Credit” discussion).
Total consumer loans were $16.5 billion at March 31, 2009, and represented 42% of our total
credit exposure. The consumer portfolio included home equity loans and lines of credit,
residential mortgages, and automobile loans and leases (see “Consumer Credit” discussion).
30
Table 15 — Loans and Leases Composition
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
March 31, |
|
|
December 31, |
|
|
September 30, |
|
|
June 30, |
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Type |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial (2) |
|
$ |
13,768 |
|
|
|
34.8 |
% |
|
$ |
13,541 |
|
|
|
33.0 |
% |
|
$ |
13,638 |
|
|
|
33.1 |
% |
|
$ |
13,746 |
|
|
|
33.5 |
% |
|
$ |
13,646 |
|
|
|
33.3 |
% |
Commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
2,074 |
|
|
|
5.2 |
|
|
|
2,080 |
|
|
|
5.1 |
|
|
|
2,111 |
|
|
|
5.1 |
|
|
|
2,136 |
|
|
|
5.2 |
|
|
|
2,058 |
|
|
|
5.0 |
|
Commercial (2) |
|
|
7,187 |
|
|
|
18.2 |
|
|
|
8,018 |
|
|
|
19.5 |
|
|
|
7,796 |
|
|
|
18.9 |
|
|
|
7,565 |
|
|
|
18.4 |
|
|
|
7,458 |
|
|
|
18.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
9,261 |
|
|
|
23.4 |
|
|
|
10,098 |
|
|
|
24.6 |
|
|
|
9,907 |
|
|
|
24.0 |
|
|
|
9,701 |
|
|
|
23.6 |
|
|
|
9,516 |
|
|
|
23.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
23,029 |
|
|
|
58.2 |
|
|
|
23,639 |
|
|
|
57.6 |
|
|
|
23,545 |
|
|
|
57.1 |
|
|
|
23,447 |
|
|
|
57.1 |
|
|
|
23,162 |
|
|
|
56.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans (4) |
|
|
2,894 |
|
|
|
7.3 |
|
|
|
3,901 |
|
|
|
9.5 |
|
|
|
3,918 |
|
|
|
9.5 |
|
|
|
3,759 |
|
|
|
9.2 |
|
|
|
3,491 |
|
|
|
8.5 |
|
Automobile leases |
|
|
468 |
|
|
|
1.2 |
|
|
|
563 |
|
|
|
1.4 |
|
|
|
698 |
|
|
|
1.7 |
|
|
|
835 |
|
|
|
2.0 |
|
|
|
1,000 |
|
|
|
2.4 |
|
Home equity |
|
|
7,663 |
|
|
|
19.4 |
|
|
|
7,556 |
|
|
|
18.4 |
|
|
|
7,497 |
|
|
|
18.2 |
|
|
|
7,410 |
|
|
|
18.1 |
|
|
|
7,296 |
|
|
|
17.8 |
|
Residential mortgage |
|
|
4,837 |
|
|
|
12.2 |
|
|
|
4,761 |
|
|
|
11.6 |
|
|
|
4,854 |
|
|
|
11.8 |
|
|
|
4,901 |
|
|
|
11.9 |
|
|
|
5,366 |
|
|
|
13.1 |
|
Other loans |
|
|
657 |
|
|
|
1.7 |
|
|
|
672 |
|
|
|
1.5 |
|
|
|
680 |
|
|
|
1.7 |
|
|
|
695 |
|
|
|
1.7 |
|
|
|
699 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
16,519 |
|
|
|
41.8 |
|
|
|
17,453 |
|
|
|
42.4 |
|
|
|
17,647 |
|
|
|
42.9 |
|
|
|
17,600 |
|
|
|
42.9 |
|
|
|
17,852 |
|
|
|
43.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
$ |
39,548 |
|
|
|
100.0 |
% |
|
$ |
41,092 |
|
|
|
100.0 |
% |
|
$ |
41,192 |
|
|
|
100.0 |
% |
|
$ |
41,047 |
|
|
|
100.0 |
% |
|
$ |
41,014 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Business Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regional Banking |
|
$ |
31,661 |
|
|
|
80.1 |
% |
|
$ |
31,875 |
|
|
|
77.6 |
% |
|
$ |
31,590 |
|
|
|
76.7 |
% |
|
$ |
31,346 |
|
|
|
76.4 |
% |
|
$ |
31,447 |
|
|
|
76.7 |
% |
Auto Finance and Dealer Services |
|
|
4,837 |
|
|
|
12.2 |
|
|
|
5,956 |
|
|
|
14.5 |
|
|
|
5,900 |
|
|
|
14.3 |
|
|
|
5,959 |
|
|
|
14.5 |
|
|
|
5,862 |
|
|
|
14.3 |
|
PFG |
|
|
2,555 |
|
|
|
6.5 |
|
|
|
2,611 |
|
|
|
6.4 |
|
|
|
2,607 |
|
|
|
6.3 |
|
|
|
2,612 |
|
|
|
6.4 |
|
|
|
2,548 |
|
|
|
6.2 |
|
Treasury / Other (3) |
|
|
495 |
|
|
|
1.2 |
|
|
|
650 |
|
|
|
1.5 |
|
|
|
1,095 |
|
|
|
2.7 |
|
|
|
1,130 |
|
|
|
2.7 |
|
|
|
1,157 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
$ |
39,548 |
|
|
|
100.0 |
% |
|
$ |
41,092 |
|
|
|
100.0 |
% |
|
$ |
41,192 |
|
|
|
100.0 |
% |
|
$ |
41,047 |
|
|
|
100.0 |
% |
|
$ |
41,014 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
There were no commercial loans outstanding that would be considered a concentration
of lending to a particular group of industries. |
| |
| (2) |
|
The 2009 first quarter reflected a net reclassification of $782.2 million from commercial real estate to commercial and
industrial. |
| |
| (3) |
|
Comprised primarily of Franklin loans. |
| |
| (4) |
|
The decrease from December 31, 2008, to March 31, 2009, reflected a $1.0 billion
automobile loan sale during the 2009 first quarter. |
31
Franklin relationship
(This section should be read in conjunction with Significant Item 2 and the “Franklin loan”
discussion located within the “Critical Accounting Policies and Use of Significant Estimates”
section.)
As a result of the March 31, 2009, restructuring, on a consolidated basis, the $650 million
nonaccrual commercial loan to Franklin at December 31, 2008, was replaced by $494 million (recorded
at fair value) of residential mortgage loans secured by first- and second- liens, and $80 million
of OREO properties (recorded at fair value) that had previously been assets of Franklin or its
subsidiaries and pledged to secure our loan to Franklin.
From a credit quality perspective, our NALs were reduced by a net amount of $284 million as
the outstanding $650 million NAL Franklin balance at December 31, 2008 was eliminated, partially
offset by a $366 million increase in mortgage-related NALs representing the acquired first and
second lien mortgages that were nonaccruing. Also, our specific ALLL for the Franklin portfolio of
$130 million was eliminated; however, no initial increase to the ALLL relating to the acquired
mortgages was recorded as these assets were recorded at fair value. Any future adjustments to the
ALLL will reflect the ongoing performance of these assets consistent with our policies.
Commercial Credit
The primary factors considered in commercial credit approvals are the financial strength of
the borrower, assessment of the borrower’s management capabilities, industry sector trends, type of
exposure, transaction structure, and the general economic outlook.
In commercial lending, ongoing credit management is dependent upon the type and nature of the
loan. We monitor all significant exposures on a periodic basis. Internal risk ratings are assigned
at the time of each loan approval, and are assessed and updated with each periodic monitoring
event. The frequency of the monitoring event is dependent upon the size and complexity of the
individual credit, but in no case less frequently than every 12 months. There is also extensive
macro portfolio management analysis conducted to identify trends or specific segments of the
portfolio that may need additional monitoring activity. The single family home builder portfolio
is an example of a segment of the portfolio that has received more frequent evaluation at the loan
level as a result of the economic environment and performance trends (see “Single Family Home
Builder” discussion). We continually review and adjust our risk rating criteria based on actual
experience. The continuous analysis and review process results in a determination of an
appropriate ALLL amount for our commercial loan portfolio.
Our commercial loan portfolio, including CRE loans, is diversified by customer size, as well
as throughout our geographic footprint. However, the following segments are noteworthy:
COMMERCIAL AND INDUSTRIAL (C&I) PORTFOLIO
The C&I portfolio is comprised of loans to businesses where the source of repayment is
associated with the ongoing operations of the business. Generally, the loans are secured with the
financing of the borrower’s assets, such as equipment, accounts receivable, or inventory. In many
cases, the loans are secured by real estate, although the sale of the real estate is not a primary
source of repayment for the loan. C&I loans totaled $13.8 billion and represented 35% of our
total loan exposure at March 31, 2009. There were no outstanding commercial loans that would be
considered a concentration of lending to a particular industry or within a geographic standpoint.
Currently, higher-risk segments of the C&I portfolio include loans to borrowers supporting the home
building industry, contractors, and automotive suppliers. However, the combined total of these segments represent less
than 10% of the total C&I portfolio. We manage the risks inherent in this portfolio through
origination policies, concentration limits, ongoing loan level reviews, recourse requirements, and
continuous portfolio risk management activities. Our origination policies for this portfolio
include loan product-type specific policies such as loan-to-value (LTV), and debt service coverage
ratios, as applicable.
Within the C&I portfolio, the automotive industry segment continued to be stressed and is
discussed below.
Automotive Industry
The table below provides a summary of loans and total exposure including both loans and unused
commitments and standby letters of credit to companies related to the automotive industry.
32
Table 16 — Automotive Industry Exposure (1)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31, 2009 |
|
|
December 31, 2008 |
|
| |
|
|
|
|
|
% of Total |
|
|
Total |
|
|
|
|
|
|
% of Total |
|
|
Total |
|
| (in millions) |
|
Loans |
|
|
Loans/Leases |
|
|
Exposure |
|
|
Loans |
|
|
Loans/Leases |
|
|
Exposure |
|
Suppliers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
$ |
209 |
|
|
|
|
|
|
$ |
355 |
|
|
$ |
182 |
|
|
|
|
|
|
$ |
331 |
|
Foreign |
|
|
33 |
|
|
|
|
|
|
|
50 |
|
|
|
33 |
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Suppliers |
|
|
242 |
|
|
|
0.6 |
% |
|
|
405 |
|
|
|
215 |
|
|
|
0.5 |
% |
|
|
377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floorplan — domestic |
|
|
549 |
|
|
|
|
|
|
|
777 |
|
|
|
553 |
|
|
|
|
|
|
|
747 |
|
Floorplan — foreign |
|
|
395 |
|
|
|
|
|
|
|
559 |
|
|
|
408 |
|
|
|
|
|
|
|
544 |
|
Other |
|
|
347 |
|
|
|
|
|
|
|
417 |
|
|
|
346 |
|
|
|
|
|
|
|
464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dealer |
|
|
1,290 |
|
|
|
3.3 |
|
|
|
1,753 |
|
|
|
1,306 |
|
|
|
3.2 |
|
|
|
1,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Automotive |
|
$ |
1,533 |
|
|
|
3.9 |
% |
|
$ |
2,158 |
|
|
$ |
1,521 |
|
|
|
3.7 |
% |
|
$ |
2,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Companies with > 25% of revenue derived from the automotive industry. |
Although we do not have direct exposure to the automobile manufacturing companies, we do have
limited exposure to automobile industry suppliers, and automobile dealer-related exposures. The
automobile industry supplier exposure is embedded in our C&I portfolio within the Regional Banking
line of business, while the dealer exposure is originated and managed within the AFDS line of
business. As a result of our geographic locations and the above referenced exposure, we closely
monitor the entire automobile industry. In particular, the recent events associated with General
Motors and Chrysler, including the Chrysler bankruptcy filing as of April 30, 2009, plant closings,
production suspension, and model eliminations are noteworthy. We have anticipated the significant
reductions in production across the industry that will result in additional economic distress in
some of our markets. Our East Michigan and northern Ohio regions are particularly exposed to these
reductions, but all regions are affected. We anticipate the impact will be experienced throughout
our commercial portfolio, and in general, our consumer loan portfolios. However, as these actions
were anticipated, many of the potential impacts have been mitigated. As an example, we do not have
exposure to single-brand Pontiac, Hummer, or Saab dealers.
As shown in Table 16, our direct total exposure to the automotive supplier segment is $405
million, of which $242 million represented loans outstanding. We included companies that derive
more than 25% of their revenues from contracts with automobile manufacturing companies. This low
level of exposure is reflective of our industry-level risk-limits approach.
While the entire automotive industry is under significant pressure as evidenced by a
significant reduction in new car sales and the resulting production declines, we believe that our
floorplan exposure of $1.3 billion will not be materially affected. Our floorplan exposure is
centered in large, multi-dealership entities, and we have focused on client selection, and
conservative underwriting standards. We anticipate that the economic environment will affect our
dealerships in the coming quarters, but we believe the majority of our portfolio will perform
favorably relative to the industry in the increasingly stressed environment.
While the specific impacts associated with the ongoing changes in the industry are unknown, we
believe that we have taken steps to limit our exposure. When we have chosen to extend credit, our
client selection process has focused us on the most diversified and strongest dealership groups.
33
COMMERCIAL REAL ESTATE (CRE) PORTFOLIO
As shown in the table below, CRE loans totaled $9.3 billion and represented 23% of our total
loan exposure at March 31, 2009.
Table 17 — Commercial Real Estate Loans by Property Type and Property Location
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
At March 31, 2009 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
% of |
|
| (in millions) |
|
Ohio |
|
|
Michigan |
|
|
Pennsylvania |
|
|
Indiana |
|
|
Kentucky |
|
|
Florida |
|
|
West Virginia |
|
|
Other |
|
|
Amount |
|
|
portfolio |
|
Retail properties |
|
$ |
955 |
|
|
$ |
277 |
|
|
$ |
162 |
|
|
$ |
218 |
|
|
$ |
17 |
|
|
$ |
93 |
|
|
$ |
49 |
|
|
$ |
596 |
|
|
$ |
2,367 |
|
|
|
25.6 |
% |
Multi family |
|
|
842 |
|
|
|
148 |
|
|
|
131 |
|
|
|
75 |
|
|
|
42 |
|
|
|
9 |
|
|
|
75 |
|
|
|
140 |
|
|
|
1,462 |
|
|
|
15.8 |
|
Single family home builders |
|
|
731 |
|
|
|
125 |
|
|
|
68 |
|
|
|
41 |
|
|
|
29 |
|
|
|
151 |
|
|
|
19 |
|
|
|
76 |
|
|
|
1,240 |
|
|
|
13.4 |
|
Office |
|
|
594 |
|
|
|
202 |
|
|
|
115 |
|
|
|
58 |
|
|
|
28 |
|
|
|
21 |
|
|
|
63 |
|
|
|
65 |
|
|
|
1,146 |
|
|
|
12.4 |
|
Lines to real estate companies |
|
|
817 |
|
|
|
144 |
|
|
|
53 |
|
|
|
42 |
|
|
|
— |
|
|
|
1 |
|
|
|
50 |
|
|
|
19 |
|
|
|
1,126 |
|
|
|
12.2 |
|
Industrial and warehouse |
|
|
517 |
|
|
|
242 |
|
|
|
32 |
|
|
|
75 |
|
|
|
14 |
|
|
|
44 |
|
|
|
22 |
|
|
|
131 |
|
|
|
1,077 |
|
|
|
11.6 |
|
Hotel |
|
|
142 |
|
|
|
75 |
|
|
|
25 |
|
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
|
47 |
|
|
|
318 |
|
|
|
3.4 |
|
Health care |
|
|
174 |
|
|
|
58 |
|
|
|
15 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
31 |
|
|
|
282 |
|
|
|
3.0 |
|
Raw land and other land uses |
|
|
85 |
|
|
|
39 |
|
|
|
13 |
|
|
|
14 |
|
|
|
10 |
|
|
|
7 |
|
|
|
6 |
|
|
|
24 |
|
|
|
198 |
|
|
|
2.1 |
|
Other |
|
|
30 |
|
|
|
4 |
|
|
|
7 |
|
|
|
2 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
45 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4,887 |
|
|
$ |
1,314 |
|
|
$ |
621 |
|
|
$ |
543 |
|
|
$ |
141 |
|
|
$ |
326 |
|
|
$ |
299 |
|
|
$ |
1,130 |
|
|
$ |
9,261 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of total portfolio |
|
|
52.8 |
% |
|
|
14.2 |
% |
|
|
6.7 |
% |
|
|
5.9 |
% |
|
|
1.5 |
% |
|
|
3.5 |
% |
|
|
3.2 |
% |
|
|
12.2 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
$ |
57.4 |
|
|
$ |
11.8 |
|
|
$ |
0.7 |
|
|
$ |
1.1 |
|
|
$ |
1.6 |
|
|
$ |
10.1 |
|
|
$ |
— |
|
|
$ |
0.1 |
|
|
$ |
82.8 |
|
|
|
|
|
Net charge-offs — annualized percentage |
|
|
4.27 |
% |
|
|
3.31 |
% |
|
|
0.43 |
% |
|
|
0.77 |
% |
|
|
4.09 |
% |
|
|
11.38 |
% |
|
|
0.00 |
% |
|
|
0.04 |
% |
|
|
3.27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans |
|
$ |
316.7 |
|
|
$ |
150.2 |
|
|
$ |
13.3 |
|
|
$ |
23.1 |
|
|
$ |
11.9 |
|
|
$ |
90.2 |
|
|
$ |
0.7 |
|
|
$ |
23.8 |
|
|
$ |
629.9 |
|
|
|
|
|
% of portfolio |
|
|
6.48 |
% |
|
|
11.43 |
% |
|
|
2.14 |
% |
|
|
4.25 |
% |
|
|
8.44 |
% |
|
|
27.67 |
% |
|
|
0.23 |
% |
|
|
2.11 |
% |
|
|
6.80 |
% |
|
|
|
|
CRE loan and credit quality data regarding NCOs and NALs is presented in the table below.
Table 18 — Commercial Real Estate Loans Credit Quality Data by Property Type
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Quarter Ended March 31,2009 |
|
|
At March 31, 2009 |
|
| |
|
Net charge-offs |
|
|
Nonaccrual Loans |
|
| (in thousands) |
|
Amount |
|
|
Annualized % |
|
|
% of Total |
|
|
Amount |
|
|
% of Total |
|
Single family home builders |
|
$ |
29,632 |
|
|
|
8.16 |
% |
|
|
35.8 |
% |
|
$ |
289,208 |
|
|
|
45.9 |
% |
Retail properties |
|
|
25,292 |
|
|
|
5.00 |
|
|
|
30.6 |
|
|
|
102,701 |
|
|
|
16.3 |
|
Multi family |
|
|
11,970 |
|
|
|
2.85 |
|
|
|
14.5 |
|
|
|
65,607 |
|
|
|
10.4 |
|
Lines to real estate companies |
|
|
7,964 |
|
|
|
2.45 |
|
|
|
9.6 |
|
|
|
38,346 |
|
|
|
6.1 |
|
Office |
|
|
3,461 |
|
|
|
1.05 |
|
|
|
4.2 |
|
|
|
36,118 |
|
|
|
5.7 |
|
Raw land and other land uses |
|
|
2,982 |
|
|
|
5.32 |
|
|
|
3.6 |
|
|
|
25,505 |
|
|
|
4.0 |
|
Industrial and warehouse |
|
|
1,217 |
|
|
|
0.39 |
|
|
|
1.5 |
|
|
|
50,558 |
|
|
|
8.0 |
|
Hotel |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
|
|
|
1,510 |
|
|
|
0.2 |
|
Health care |
|
|
(2 |
) |
|
|
(0.00 |
) |
|
|
0.0 |
|
|
|
15,444 |
|
|
|
2.5 |
|
Other |
|
|
264 |
|
|
|
2.15 |
|
|
|
0.3 |
|
|
|
4,889 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
82,781 |
|
|
|
3.27 |
% |
|
|
100.0 |
% |
|
$ |
629,886 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We manage the risks inherent in this portfolio through origination policies, concentration
limits, ongoing loan level reviews, recourse requirements, and continuous portfolio risk management
activities. Our origination policies for this portfolio include loan product-type specific
policies such as loan-to-value (LTV), debt service coverage ratios, and pre-leasing requirements,
as applicable. Generally, we: (a) limit our loans to 80% of the appraised value of the commercial
real estate, (b) require net operating cash flows to be 125% of required interest and principal
payments, and (c) if the commercial real estate is non-owner occupied, require that at least 50% of
the space of the project be pre-leased. We may require more conservative loan terms, depending on
the project.
34
Dedicated real estate professionals located in our banking regions originated the majority of
this portfolio. Appraisals from approved vendors are reviewed by an internal appraisal review
group to ensure the quality of the valuation used in the underwriting process. The portfolio is
diversified by project type and loan size, and represents a significant piece of the credit risk
management strategies employed for this portfolio. Our loan review staff provides an assessment of
the quality of the underwriting and structure and validates the risk rating assigned to the loan.
Effective with the 2009 second quarter, as part of the reorganization of our internal reporting
structure, commercial real estate will become a separate line of business. Further, the commercial
real estate line of business will be managed by a newly appointed executive reporting directly to
our chief executive officer.
Appraisal values are updated as needed, in compliance with regulatory requirements. Given the
stressed environment for some loan types, we have initiated ongoing portfolio level reviews of
segments such as single family home builders and retail properties (see “Single Family Home
Builders” and “Retail properties” discussions). These reviews generate action plans based on
occupancy levels or sales volume associated with the projects being reviewed. The results of the
2009 first quarter reviews of these two portfolio segments indicated that additional stress was
likely due to the current economic conditions. Based on our assessment, the increased levels of
risk are manageable. Appraisals are updated on a regular basis to ensure that appropriate
decisions regarding the ongoing management of the portfolio reflect the changing market conditions.
This highly individualized process requires working closely with all of our borrowers as well as
an in-depth knowledge of CRE project lending and the market environment.
At the portfolio level, we actively monitor the concentrations and performance metrics of all
loan types, with a focus on higher risk segments. Macro-level stress-test scenarios based on
home-price depreciation trends for the segments are embedded in our performance expectations, and
lease-up and absorption is assessed. We anticipate the current stress within this portfolio will
continue throughout 2009, resulting in elevated charge-offs, NALs, and ALLL levels.
During the 2009 first quarter, a portfolio review resulted in a reclassification of certain
CRE loans to C&I loans at the end of the period. This net reclassification of $782 million was
primarily associated with loans to businesses secured by the real estate and buildings that house
their operations. These owner-occupied loans secured by real estate were underwritten based on the
cash flow of the business and are more appropriately classified as C&I loans.
Within the CRE portfolio, the single family home builder and retail properties segments
continued to be stressed as a result of the continued decline in the housing markets and general
economic conditions. These segments continue to be the highest risk segments within our CRE
portfolio, and are discussed below.
Single Family Home Builders
At March 31, 2009, we had $1,240 million of loans to single family home builders. Such loans
represented 3% of total loans and leases. Of this portfolio segment, 68% were to finance projects
currently under construction, 16% to finance land under development, and 16% to finance land held
for development. The $1,240 million represented a $349 million, or 22%, decrease compared with
$1,589 million at December 31, 2008. The decrease primarily reflects the reclassification of loans
secured by 1-4 family residential real estate rental properties to C&I loans, consistent with
industry practices in the definition of this segment. Also, we have not originated any new loans
within this portfolio segment in 2009. This portfolio segment is included within our CRE
portfolio, discussed above.
The housing market across our geographic footprint remained stressed, reflecting relatively
lower sales activity, declining prices, and excess inventories of houses to be sold, particularly
impacting borrowers in our East Michigan and northern Ohio regions. Further, a portion of the
loans extended to borrowers located within our geographic regions was to finance projects outside
of our geographic regions. We anticipate the residential developer market will continue to be
depressed, and anticipate continued pressure on the single family home builder segment throughout
2009. As previously mentioned, all significant exposures are monitored on a periodic basis. For
this portfolio segment, the periodic monitoring has included: (a) all loans greater than $50
thousand have been reviewed continuously over the past 18 months and continue to be monitored, (b)
credit valuation adjustments have been made when appropriate based on the current condition of each
relationship, and (c) reserves have been increased based on proactive risk identification and
thorough borrower analysis.
35
Retail properties
Our portfolio of commercial real estate loans secured by retail properties totaled $2.4
billion, or approximately 6% of total loans and leases, at March 31, 2009. Loans within this
portfolio segment increased from $2.3 billion at December 31, 2008, primarily reflecting
construction draws. Credit approval in this portfolio segment is generally dependant on
pre-leasing requirements, and net operating income from the project must cover interest expense by
specified percentages when the loan is fully funded.
The weakness of the economic environment in our geographic regions significantly impacted the
projects that secure the loans in this portfolio segment. Increased unemployment levels compared
with recent years, and the expectation that these levels will continue to increase for the
foreseeable future, are expected to adversely affect our borrowers’ ability to repay these loans.
We have increased the level of credit risk management activity to this portfolio segment, and we
analyze our retail property loans in detail by combining property type, geographic location,
tenants, and other data, to assess and manage our credit concentration risks.
Consumer Credit
Consumer credit approvals are based on, among other factors, the financial strength and
payment history of the borrower, type of exposure, and the transaction structure. We make
extensive use of portfolio assessment models to continuously monitor the quality of the portfolio,
which may result in changes to future origination strategies. The continuous analysis and review
process results in a determination of an appropriate ALLL amount for our consumer loan portfolio.
Our consumer loan portfolio is primarily comprised of traditional residential mortgages, home
equity loans and lines of credit, and automobile loans and leases. The residential mortgage and
home equity portfolios are primarily located throughout our geographic footprint. Our automobile
loan and lease portfolio includes exposure in several out-of-market states; however, no
out-of-market state represented more than 10% of the total automobile loan portfolio, and we expect
to see relatively rapid reductions in these exposures. Effective in the 2009 first quarter, we
ceased automobile loan originations in out-of-market states. Also, lease origination activities
were discontinued during the 2008 fourth quarter.
The general slowdown in the housing market has impacted the performance of our residential mortgage
and home equity portfolios over the past year. While the degree of price depreciation varies
across our markets, all regions throughout our footprint have been affected. Given the conditions
in our markets as described above in the single family home builder section, the home equity and
residential mortgage portfolios are particularly noteworthy, and are discussed below:
36
| |
|
|
|
|
|
|
|
|
|
|
| Table 19 — Selected Home Equity and Residential Mortgage Portfolio Data |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Home Equity Loans |
|
|
Home Equity Lines of Credit |
|
|
Residential Mortgages |
|
| |
|
3/31/09 |
|
|
12/31/08 |
|
|
3/31/09 |
|
|
12/31/08 |
|
|
3/31/09 (1) |
|
|
12/31/08 |
|
Ending Balance |
|
$3.0 billion |
|
$3.1 billion |
|
$4.7 billion |
|
$4.4 billion |
|
$4.4 billion |
|
$4.8 billion |
Portfolio Weighted Average LTV ratio (2) |
|
|
71% |
|
|
|
70% |
|
|
|
78% |
|
|
|
78% |
|
|
|
77% |
|
|
|
76% |
|
Portfolio Weighted Average FICO (3) |
|
|
721 |
|
|
|
725 |
|
|
|
720 |
|
|
|
720 |
|
|
|
701 |
|
|
|
707 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three-Month Period Ended March 31, 2009 |
|
| |
|
Home Equity Loans |
|
|
Home Equity Lines of Credit |
|
|
Residential Mortgages (4) |
|
Originations |
|
$39 million |
|
$522 million |
|
$56 million |
Origination Weighted Average LTV ratio (2) |
|
|
59% |
|
|
|
75% |
|
|
|
79% |
|
Origination Weighted Average FICO (3) |
|
|
743 |
|
|
|
763 |
|
|
|
730 |
|
| |
|
|
| (1) |
|
Excludes Franklin loans. |
| |
| (2) |
|
The loan-to-value (LTV) ratios for home equity loans and home equity
lines of credit are cumulative LTVs reflecting the balance of any senior loans. |
| |
| (3) |
|
Portfolio Weighted Average FICO reflects currently updated customer credit scores
whereas Origination Weighted Average FICO reflects the customer credit scores at the time of
loan origination. |
| |
| (4) |
|
Represents only owned-portfolio originations. |
HOME EQUITY PORTFOLIO
Our home equity portfolio (loans and lines of credit) consists of both first and second
mortgage loans with underwriting criteria based on minimum credit scores, debt-to-income ratios,
and LTV ratios. Included in our home equity loan portfolio are $1.4 billion of loans where the
loan is secured by a first-mortgage lien on the property. We offer closed-end home equity loans
with a fixed interest rate and level monthly payments and a variable-rate, interest-only home
equity line of credit. The weighted average cumulative LTV ratio at origination of our home equity
portfolio was 75% at March 31, 2009, unchanged compared with December 31, 2008.
We believe we have granted credit conservatively within this portfolio. We have not
originated home equity loans or lines of credit that allow negative amortization. Also, we have
not originated home equity loans or lines of credit with an LTV ratio at origination greater than
100%, except for infrequent situations with high quality borrowers. Home equity loans are
generally fixed-rate with periodic principal and interest payments. Home equity lines of credit are
generally variable-rate and do not require payment of principal during the 10-year revolving period
of the line.
We continue to make appropriate origination policy adjustments based on our own assessment of
an appropriate risk profile as well as industry actions. As an example, the significant changes
made in 2008 by Fannie Mae and Freddie Mac resulted in the reduction of our maximum LTV ratio on
second-mortgage loans, even for customers with high credit scores.
In addition to origination policy adjustments, we take appropriate actions, as necessary, to
mitigate the risk profile of this portfolio. We reduced, and in 2007, ultimately stopped
originating new production through brokers. Reducing our concentration of broker originations to
less than 10% of the portfolio has had significant positive impacts on the performance of the
portfolio. We focus production primarily within our banking footprint. In 2008, a home equity
line of credit management program was initiated to reduce our exposure to higher-risk customers
including, but not limited to, the reduction of line of credit limits.
While it is still too early to make any declarative statements regarding the impact of these
actions, our more recent originations have shown consistent, or lower, levels of cumulative risk
during the first twelve months of the loan or line of credit term compared with earlier
originations. Specifically, the performance of our 2006 and 2007 originations improved
substantially compared with our 2004 and 2005 originations.
37
RESIDENTIAL MORTGAGES
We focus on higher quality borrowers, and underwrite all applications centrally, or through
the use of an automated underwriting system. We do not originate residential mortgage loans that
allow negative amortization or are “payment option adjustable-rate mortgages.” Additionally, we
generally do not originate residential mortgage loans that have an LTV ratio greater than 90%,
although such loans with an LTV ratio of up to 100% are originated in very limited situations.
A majority of the loans in our loan portfolio have adjustable rates. Our adjustable-rate
mortgages (ARMs) are primarily residential mortgages that have a fixed rate for the first 3 to 5
years and then adjust annually. These loans comprised approximately 58% of our total residential
mortgage loan portfolio at March 31, 2009. At March 31, 2009, ARM loans that were expected to
have rates reset in 2009 and 2010 totaled $673 million and $564 million, respectively. Given the
quality of our borrowers and the relatively low current interest rates, we believe that we have a
relatively limited exposure to ARM reset risk. Nonetheless, we have taken actions to mitigate our
risk exposure. We initiate borrower contact at least six months prior to the interest rate
resetting, and have been successful in converting many ARMs to fixed-rate loans through this
process. Additionally, where borrowers are experiencing payment difficulties, loans may be
re-underwritten based on the borrower’s ability to repay the loan.
We had $427.7 million of Alt-A mortgage loans in the residential mortgage loan portfolio at
March 31, 2009, representing a 4% decline, compared with $445.4 million at December 31, 2008.
These loans have a higher risk profile than the rest of the portfolio as a result of origination
policies for this limited segment including reliance on stated income, stated assets, or higher
acceptable LTV ratios. At March 31, 2009, borrowers for Alt-A mortgages had an average current
FICO score of 666 and the loans had an average LTV ratio of 88%, compared with 671 and 88%,
respectively, at December 31, 2008. Total Alt-A NCOs were an annualized 2.51% for the 2009 first
quarter, compared with an annualized 2.03% for the 2008 fourth quarter. Our exposure related to
this product will decline in the future as we stopped originating these loans in 2007.
Interest-only loans comprised $664.4 million, or 14%, of residential real estate loans at
March 31, 2009, representing a 4% decline, compared with $691.9 million, or 15%, at December 31,
2008. Interest-only loans are underwritten to specific standards including minimum credit scores,
stressed debt-to-income ratios, and extensive collateral evaluation. At March 31, 2009, borrowers
for interest-only loans had an average current FICO score of 720 and the loans had an average LTV
ratio of 78%, compared with 724 and 78%, respectively, at December 31, 2008. Total interest-only
NCOs were an annualized 0.06% for the 2009 first quarter, compared with an annualized 0.20% for the
2008 fourth quarter. We continue to believe that we have mitigated the risk of such loans by
matching this product with appropriate borrowers.
Several recent government actions have been enacted that have affected the residential
mortgage portfolio and MSRs in particular. Various refinance programs positively affected the
availability of credit for the industry. We are utilizing these programs to enhance our existing
strategies of working closely with our customers.
AUTOMOTIVE INDUSTRY IMPACTS
The issues affecting the automotive industry (see “Automotive Industry” discussion located
within the “Commercial Credit” section) also have an impact on the performance of the consumer loan
portfolio. While there is a direct correlation between the industry situation and our exposure to
the automotive suppliers and automobile dealers in our commercial portfolio, the loss of jobs and
reduction in wages may have a negative impact on our consumer portfolio. In 2008, we initiated a
project to assess the impact on our geographic regions in the event of significant production
changes or plant closings in our markets. This project included assessing the downstream impact on
automotive suppliers, related small businesses, and consumers. As a result of this project, we
believe that we have made a number of positive decisions regarding the quality of our consumer
portfolio given the current environment. In the indirect automobile portfolio, we have focused on
borrowers with high credit scores for many years, as reflected by the performance of the portfolio
given the economic conditions. In the residential and home equity loan portfolios, we have been
operating in a relatively high unemployment situation for an extended period of time, yet have been
able to maintain our performance metrics reflecting our focus on strong underwriting. In sum,
while we anticipate our performance results may be negatively impacted, we believe the impact will
be manageable, and will not differ significantly from the general positive performance trends
demonstrated in recent years.
38
Credit Quality
We believe the most meaningful way to assess overall credit quality performance for the 2009
first quarter is through an analysis of credit quality performance ratios. This approach forms the
basis of most of the discussion in the three sections immediately following: NALs and NPAs, ACL,
and NCOs.
Credit quality performance in the 2009 first quarter was mixed. Relative to NCOs, the
consumer portfolio performed well, while there was stress on the commercial portfolio. The total
loan portfolio continued to be negatively impacted by the sustained economic weakness in our
Midwest markets. The impact of the higher unemployment rate in particular can be seen in higher
residential mortgage delinquencies. The overall economic slowdown impacted our commercial loan
portfolio as reflected in the increase in commercial NCOs, NALs, and NPAs.
NONACCRUING LOANS (NAL/NALs) AND NONPERFORMING ASSETS (NPA/NPAs)
(This section should be read in conjunction with the “Franklin Relationship” discussion.)
NPAs consist of (a) NALs, which represent loans and leases that are no longer accruing
interest, (b) impaired held-for-sale, (c) OREO, and (d) other NPAs. C&I and CRE loans are
generally placed on nonaccrual status when collection of principal or interest is in doubt or when
the loan is 90-days past due. When interest accruals are suspended, accrued interest income is
reversed with current year accruals charged to earnings and prior-year amounts generally
charged-off as a credit loss.
Table 20 reflects period-end NALs, NPAs, accruing restructured loans (ARLs), and past due
loans and leases detail for each of the last five quarters. Table 24 details the Franklin-related
impacts to NALs and NPAs for each of the last five quarters.
39
Table 20 — Nonaccruing Loans (NALs), Nonperforming Assets (NPAs), and Past Due Loans and Leases
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands) |
|
March 31, |
|
|
December 31, |
|
|
September 30, |
|
|
June 30, |
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans and leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial (1) |
|
$ |
398,286 |
|
|
$ |
932,648 |
|
|
$ |
174,207 |
|
|
$ |
161,345 |
|
|
$ |
101,842 |
|
Commercial real estate |
|
|
629,886 |
|
|
|
445,717 |
|
|
|
298,844 |
|
|
|
261,739 |
|
|
|
183,000 |
|
Residential mortgage (1) |
|
|
486,955 |
|
|
|
98,951 |
|
|
|
85,163 |
|
|
|
82,882 |
|
|
|
66,466 |
|
Home equity (1) |
|
|
37,967 |
|
|
|
24,831 |
|
|
|
27,727 |
|
|
|
29,076 |
|
|
|
26,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NALs |
|
|
1,553,094 |
|
|
|
1,502,147 |
|
|
|
585,941 |
|
|
|
535,042 |
|
|
|
377,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential (1) |
|
|
143,856 |
|
|
|
63,058 |
|
|
|
59,302 |
|
|
|
59,119 |
|
|
|
63,675 |
|
Commercial |
|
|
66,906 |
|
|
|
59,440 |
|
|
|
14,176 |
|
|
|
13,259 |
|
|
|
10,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other real estate |
|
|
210,762 |
|
|
|
122,498 |
|
|
|
73,478 |
|
|
|
72,378 |
|
|
|
73,856 |
|
Impaired loans held for sale (2) |
|
|
11,887 |
|
|
|
12,001 |
|
|
|
13,503 |
|
|
|
14,759 |
|
|
|
66,353 |
|
Other NPAs (3) |
|
|
— |
|
|
|
— |
|
|
|
2,397 |
|
|
|
2,557 |
|
|
|
2,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NPAs |
|
$ |
1,775,743 |
|
|
$ |
1,636,646 |
|
|
$ |
675,319 |
|
|
$ |
624,736 |
|
|
$ |
520,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming Franklin loans (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
— |
|
|
$ |
650,225 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Residential mortgage |
|
|
360,106 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
OREO |
|
|
79,596 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Home Equity |
|
|
6,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming Franklin loans |
|
$ |
445,702 |
|
|
$ |
650,225 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NALs as a % of total loans and leases |
|
|
3.93 |
% |
|
|
3.66 |
% |
|
|
1.42 |
% |
|
|
1.30 |
% |
|
|
0.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPA ratio (4) |
|
|
4.46 |
|
|
|
3.97 |
|
|
|
1.64 |
|
|
|
1.52 |
|
|
|
1.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accruing loans and leases past due 90
days or more, including loans guaranteed by
the U.S. government |
|
$ |
228,260 |
|
|
$ |
271,521 |
|
|
$ |
248,087 |
|
|
$ |
190,923 |
|
|
$ |
200,231 |
|
Total accruing loans and leases past due 90 days
or more, including loans guaranteed by the
U.S. government, as a percent of total loans
and leases |
|
|
0.58 |
% |
|
|
0.66 |
% |
|
|
0.60 |
% |
|
|
0.47 |
% |
|
|
0.49 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing loans and leases past due 90 days
or more, excluding loans guaranteed by the
U.S. government |
|
$ |
139,709 |
|
|
$ |
188,945 |
|
|
$ |
179,358 |
|
|
$ |
125,902 |
|
|
$ |
142,328 |
|
Accruing loans and leases past due 90 days
or more, excluding loans guaranteed by the
U.S. government, as a percent of total loans
and leases |
|
|
0.35 |
% |
|
|
0.46 |
% |
|
|
0.44 |
% |
|
|
0.31 |
% |
|
|
0.35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing restructured loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial (1) |
|
$ |
201,508 |
|
|
$ |
185,333 |
|
|
$ |
1,094,564 |
|
|
$ |
1,130,412 |
|
|
$ |
1,157,361 |
|
Residential mortgage |
|
|
108,011 |
|
|
|
82,857 |
|
|
|
71,512 |
|
|
|
57,802 |
|
|
|
45,608 |
|
Other |
|
|
45,061 |
|
|
|
38,227 |
|
|
|
35,008 |
|
|
|
29,349 |
|
|
|
14,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accruing restructured loans |
|
$ |
354,580 |
|
|
$ |
306,417 |
|
|
$ |
1,201,084 |
|
|
$ |
1,217,563 |
|
|
$ |
1,217,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Franklin loans were reported as accruing restructured commercial loans for the
three-month periods ending March 31, 2008, June 30, 2008, and September 30, 2008. For the
three-month period ending December 31, 2008, Franklin loans were reported as nonaccruing
commercial and industrial loans. For the three-month period ended March 31, 2009,
nonaccruing Franklin loans were reported as residential mortgage loans, home equity loans, and
OREO; reflecting the 2009 first quarter restructuring. |
| |
| (2) |
|
Represent impaired loans obtained from the Sky Financial acquisition. Impaired
loans held for sale are carried at the lower of cost or fair value less costs to sell. The
decline from March 31, 2008 to June 30, 2008 was primarily due to the sale of these loans. |
| |
| (3) |
|
Other NPAs represent certain investment securities backed by mortgage loans to
borrowers with lower FICO scores. |
| |
| (4) |
|
Nonperforming assets divided by the sum of loans and leases, impaired loans held for
sale, other real estate, and other NPAs. |
40
NPAs, which include NALs, were $1,775.7 million at March 31, 2009, and represented 4.46% of
related assets. This compared with $1,636.6 million, or 3.97%, at December 31, 2008. The $139.1
million, or 8%, increase reflected:
| |
• |
|
$88.3 million increase in OREO. Of the $88.3 million, $79.6 million resulted from the
current quarter’s restructuring of the Franklin relationship (see “Franklin Relationship”
discussion). |
| |
• |
|
$50.9 million increase to NALs, discussed below. |
NALs were $1,553.1 million at March 31, 2009, compared with $1,502.1 million at December 31,
2008. The increase of $50.9 million, or 3%, primarily reflected:
| |
• |
|
$184.2 million, or 41%, increase in CRE NALs reflected the continued decline in the
housing market and stress on retail sales. The single family home builder and retail
segments accounted for 61% of the increase (see “Single Family Homebuilders” and “Retail
Properties” discussion). These continue to be the two highest risk segments of our CRE
portfolio. |
| |
• |
|
$115.9 million non-Franklin related increase in C&I
NALs reflected the impact of the
economic conditions in our markets. The increase was not centered in any specific region
or industry. In general, those C&I loans supporting the housing or construction segment
are experiencing the most stress. Importantly, less than 8% of the portfolio was
associated with these segments. Loans to auto suppliers are also under a great deal of
stress, and we have seen continued deterioration in the performance of these loans. |
| |
• |
|
$27.9 million and $7.1 million increases in non-Franklin related residential mortgage
and home equity NALs, respectively, reflected increases in the more severe delinquency
categories. |
Partially offset by:
| |
• |
|
$284.1 million net reduction in NALs from the current quarter’s restructuring of the
Franklin relationship (see “Franklin Relationship” discussion). |
The over 90-day delinquent, but still accruing, ratio excluding loans guaranteed by the U.S.
Government, was 0.35%, down from 0.46% at the end of last year, and unchanged from the end of the
year-ago quarter. The guaranteed loans represent loans currently in Government National Mortgage
Association (GNMA) pools that have met the eligibility requirements for voluntary repurchase.
Because there is insignificant loss potential in these loans, as they remain supported by a
guarantee from the Federal Housing Administration (FHA) or the Department of Veteran Affairs (VA),
we believe this measure represents a better leading indicator of loss potential and also aligns
better with our regulatory reporting.
As part of our loss mitigation process, we may re-underwrite, modify, or restructure loans
when borrowers are experiencing payment difficulties, and these loan restructurings are based on
the borrower’s ability to repay the loan.
41
NPA activity for each of the past five quarters was as follows:
Table 21 — Nonperforming Assets (NPAs) Activity
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPAs, beginning of period |
|
$ |
1,636,646 |
|
|
$ |
675,319 |
|
|
$ |
624,736 |
|
|
$ |
520,406 |
|
|
$ |
472,902 |
|
New NPAs |
|
|
622,515 |
|
|
|
509,320 |
|
|
|
175,345 |
|
|
|
256,308 |
|
|
|
141,090 |
|
Franklin impact, net (1) |
|
|
(204,523 |
) |
|
|
650,225 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Returns to accruing status |
|
|
(36,056 |
) |
|
|
(13,756 |
) |
|
|
(9,104 |
) |
|
|
(5,817 |
) |
|
|
(13,484 |
) |
Loan and lease losses |
|
|
(172,416 |
) |
|
|
(100,335 |
) |
|
|
(52,792 |
) |
|
|
(40,808 |
) |
|
|
(27,896 |
) |
Payments |
|
|
(61,452 |
) |
|
|
(66,536 |
) |
|
|
(43,319 |
) |
|
|
(46,091 |
) |
|
|
(38,746 |
) |
Sales |
|
|
(8,971 |
) |
|
|
(17,591 |
) |
|
|
(19,547 |
) |
|
|
(59,262 |
) |
|
|
(13,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPAs, end of period |
|
$ |
1,775,743 |
|
|
$ |
1,636,646 |
|
|
$ |
675,319 |
|
|
$ |
624,736 |
|
|
$ |
520,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Franklin loans were reported as accruing restructured commercial loans for the
three-month periods ending March 31, 2008, June 30, 2008, and September 30, 2008. For the
three-month period ending December 31, 2008, Franklin loans were reported as nonaccruing
commercial and industrial loans. For the three-month period ended March 31, 2009,
nonaccruing Franklin loans were reported as residential mortgage loans, home equity loans, and
OREO; reflecting the 2009 first quarter restructuring. |
ALLOWANCE FOR CREDIT LOSSES (ACL)
(This section should be read in conjunction with Significant Item 2.)
We maintain two reserves, both of which are available to absorb inherent credit losses: the
ALLL and the AULC. When summed together, these reserves comprise the total ACL. Our credit
administration group is responsible for developing the methodology and determining the adequacy of
the ACL.
We have an established monthly process to determine the adequacy of the ACL that relies on a
number of analytical tools and benchmarks. No single statistic or measurement, in itself,
determines the adequacy of the ACL. Changes to the ACL are impacted by changes in the estimated
credit losses inherent in our loan portfolios. For example, our process requires increasingly
higher level of reserves as a loan’s internal classification moves from higher quality rankings to
lower, and vice versa. This movement across the credit scale is called migration.
Table 22 reflects activity in the ALLL and AULC for each of the last five quarters. Table 26
displays the Franklin-related impacts to the ALLL and ACL for each of the last five quarters.
42
Table 22 — Quarterly Credit Reserves Analysis
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Allowance for loan and lease losses,
beginning of period |
|
$ |
900,227 |
|
|
$ |
720,738 |
|
|
$ |
679,403 |
|
|
$ |
627,615 |
|
|
$ |
578,442 |
|
Loan and lease losses |
|
|
(353,005 |
) |
|
|
(571,053 |
) |
|
|
(96,388 |
) |
|
|
(78,084 |
) |
|
|
(60,804 |
) |
Recoveries of loans previously charged off |
|
|
11,514 |
|
|
|
10,433 |
|
|
|
12,637 |
|
|
|
12,837 |
|
|
|
12,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loan and lease losses |
|
|
(341,491 |
) |
|
|
(560,620 |
) |
|
|
(83,751 |
) |
|
|
(65,247 |
) |
|
|
(48,449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan and lease losses |
|
|
289,001 |
|
|
|
728,046 |
|
|
|
125,086 |
|
|
|
117,035 |
|
|
|
97,622 |
|
Economic reserve transfer |
|
|
— |
|
|
|
12,063 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Allowance of assets sold |
|
|
(9,188 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan and lease losses, end of period |
|
$ |
838,549 |
|
|
$ |
900,227 |
|
|
$ |
720,738 |
|
|
$ |
679,403 |
|
|
$ |
627,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for unfunded loan commitments
and letters of credit, beginning of period |
|
$ |
44,139 |
|
|
$ |
61,640 |
|
|
$ |
61,334 |
|
|
$ |
57,556 |
|
|
$ |
66,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for (reduction in) unfunded loan
commitments and letters of credit losses |
|
|
2,836 |
|
|
|
(5,438 |
) |
|
|
306 |
|
|
|
3,778 |
|
|
|
(8,972 |
) |
Economic reserve transfer |
|
|
— |
|
|
|
(12,063 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for unfunded loan commitments
and letters of credit, end of period |
|
$ |
46,975 |
|
|
$ |
44,139 |
|
|
$ |
61,640 |
|
|
$ |
61,334 |
|
|
$ |
57,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowances for credit losses |
|
$ |
885,524 |
|
|
$ |
944,366 |
|
|
$ |
782,378 |
|
|
$ |
740,737 |
|
|
$ |
685,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan and lease losses (ALLL) as % of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
|
2.12 |
% |
|
|
2.19 |
% |
|
|
1.75 |
% |
|
|
1.66 |
% |
|
|
1.53 |
% |
Nonaccrual loans and leases (NALs) |
|
|
54 |
|
|
|
60 |
|
|
|
123 |
|
|
|
127 |
|
|
|
166 |
|
Nonperforming assets (NPAs) |
|
|
47 |
|
|
|
55 |
|
|
|
107 |
|
|
|
109 |
|
|
|
121 |
|
| |
Total allowances for credit losses (ACL) as % of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
|
2.24 |
% |
|
|
2.30 |
% |
|
|
1.90 |
% |
|
|
1.80 |
% |
|
|
1.67 |
% |
NALs |
|
|
57 |
|
|
|
63 |
|
|
|
134 |
|
|
|
138 |
|
|
|
182 |
|
NPAs |
|
|
50 |
|
|
|
58 |
|
|
|
116 |
|
|
|
119 |
|
|
|
132 |
|
As shown in the above table, the ALLL declined to $838.5 million at March 31, 2009, from
$900.2 million at December 31, 2008. Expressed as a percent of period-end loans and leases, the
ALLL ratio decreased to 2.12% at March 31, 2009, from 2.19% at December 31, 2008. This $61.7
million decrease primarily reflected the impact of using the previously established $130.0 million
Franklin specific reserve to absorb related NCOs due to the current quarter’s Franklin
restructuring (see “Franklin Loan” discussion located within the “Critical Accounting Policies and
Use of Significant Estimates” section).
43
The period-end non-Franklin related ALLL was $838.5 million and represented 2.15% of
non-Franklin related loans and leases, up $68.3 million, or 9%, from $770.2 million, or 1.90% of
non-Franklin loans and leases, at the end of last year. The non-Franklin ALLL as a percent of
non-Franklin related NALs was 71% at March 31, 2009.
On a combined basis, the ACL as a percent of total loans and leases at March 31, 2009, was
2.24%, down from 2.30% at December 31, 2008. Like the ALLL, the current quarter’s Franklin
restructuring impacted the change in the ACL from December 31, 2008.
The period-end non-Franklin related ACL was $885.5 million and represented 2.27% of non-Franklin related loans and leases, up $71.2 million,
or 9%, from $814.4 million, or 2.01% of non-Franklin loans and leases, at the end of last year. The non-Franklin ACL as a percent of
non-Franklin related NALs was 75% at March 31, 2009.
NET CHARGE-OFFS (NCOs)
(This section should be read in conjunction with Significant Item 2.)
Table 23 reflects NCO detail for each of the last five quarters. Table 25 displays the Franklin-related impacts for each of the last five
quarters.
44
Table 23 — Quarterly Net Charge-Off Analysis
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Net charge-offs by loan and lease type: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
$ |
210,648 |
(1) |
|
$ |
473,426 |
(2) |
|
$ |
29,646 |
|
|
$ |
12,361 |
|
|
$ |
10,732 |
|
Commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
25,642 |
|
|
|
2,390 |
|
|
|
3,539 |
|
|
|
575 |
|
|
|
122 |
|
Commercial |
|
|
57,139 |
|
|
|
35,991 |
|
|
|
7,446 |
|
|
|
14,524 |
|
|
|
4,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
82,781 |
|
|
|
38,381 |
|
|
|
10,985 |
|
|
|
15,099 |
|
|
|
4,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
293,429 |
|
|
|
511,807 |
|
|
|
40,631 |
|
|
|
27,460 |
|
|
|
15,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans |
|
|
14,971 |
|
|
|
14,885 |
|
|
|
9,813 |
|
|
|
8,522 |
|
|
|
8,008 |
|
Automobile leases |
|
|
3,086 |
|
|
|
3,666 |
|
|
|
3,532 |
|
|
|
2,928 |
|
|
|
3,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans and leases |
|
|
18,057 |
|
|
|
18,551 |
|
|
|
13,345 |
|
|
|
11,450 |
|
|
|
11,219 |
|
Home equity |
|
|
17,680 |
|
|
|
19,168 |
|
|
|
15,828 |
|
|
|
17,345 |
|
|
|
15,215 |
|
Residential mortgage |
|
|
6,298 |
|
|
|
7,328 |
|
|
|
6,706 |
|
|
|
4,286 |
|
|
|
2,927 |
|
Other loans |
|
|
6,027 |
|
|
|
3,766 |
|
|
|
7,241 |
|
|
|
4,706 |
|
|
|
4,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
48,062 |
|
|
|
48,813 |
|
|
|
43,120 |
|
|
|
37,787 |
|
|
|
33,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net charge-offs |
|
$ |
341,491 |
|
|
$ |
560,620 |
|
|
$ |
83,751 |
|
|
$ |
65,247 |
|
|
$ |
48,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs — annualized percentages: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial (1) |
|
|
6.22 |
% |
|
|
13.78 |
% |
|
|
0.87 |
% |
|
|
0.36 |
% |
|
|
0.32 |
% |
Commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
5.05 |
|
|
|
0.45 |
|
|
|
0.68 |
|
|
|
0.11 |
|
|
|
0.02 |
|
Commercial |
|
|
2.83 |
|
|
|
1.77 |
|
|
|
0.39 |
|
|
|
0.77 |
|
|
|
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
3.27 |
|
|
|
1.50 |
|
|
|
0.45 |
|
|
|
0.63 |
|
|
|
0.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
4.96 |
|
|
|
8.54 |
|
|
|
0.69 |
|
|
|
0.47 |
|
|
|
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans |
|
|
1.56 |
|
|
|
1.53 |
|
|
|
1.02 |
|
|
|
0.94 |
|
|
|
0.97 |
|
Automobile leases |
|
|
2.39 |
|
|
|
2.31 |
|
|
|
1.84 |
|
|
|
1.28 |
|
|
|
1.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans and leases |
|
|
1.66 |
|
|
|
1.64 |
|
|
|
1.15 |
|
|
|
1.01 |
|
|
|
1.02 |
|
Home equity |
|
|
0.93 |
|
|
|
1.02 |
|
|
|
0.85 |
|
|
|
0.94 |
|
|
|
0.84 |
|
Residential mortgage |
|
|
0.55 |
|
|
|
0.62 |
|
|
|
0.56 |
|
|
|
0.33 |
|
|
|
0.22 |
|
Other loans |
|
|
3.59 |
|
|
|
2.22 |
|
|
|
4.32 |
|
|
|
2.69 |
|
|
|
2.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
1.12 |
|
|
|
1.12 |
|
|
|
0.98 |
|
|
|
0.85 |
|
|
|
0.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs as a % of average loans |
|
|
3.34 |
% |
|
|
5.41 |
% |
|
|
0.82 |
% |
|
|
0.64 |
% |
|
|
0.48 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
The 2009 first quarter included charge-offs totaling $128,338 thousand associated with the Franklin restructuring. |
| |
| (2) |
|
The 2008 fourth quarter included charge-offs totaling $423,269 thousand associated with Franklin. |
The 2009 first quarter and 2008 fourth quarter included Franklin-related commercial loan
charge-offs of $128.3 million and $423.3 million, respectively. Importantly, the 2009 first
quarter charge-offs utilized the $130.0 million Franklin-specific reserve that existed at December
31, 2008, so these charge-offs had no material impact on related provision for credit losses or
earnings in the 2009 first quarter.
45
Excluding the Franklin-related NCOs in the current and prior quarter as noted above,
non-Franklin related C&I NCOs in the 2009 first quarter were $82.3 million, or an annualized 2.55%
of related average non-Franklin C&I loans. This compared with non-Franklin related C&I loan NCOs of
$50.1 million, or an annualized 1.58%, in the prior quarter. The losses were concentrated in
smaller loans, as a more active credit review process was utilized throughout the quarter. The
current quarter also reflected charge-offs and increased reserves related to loans moved to
nonaccrual status in the quarter. The increase in C&I NCOs from the prior quarter was concentrated
in our northern Ohio regions. The majority of the charge-offs was associated with smaller loans,
reflecting the granularity of the portfolio.
Current quarter CRE NCOs were centered within the single family home builder and the retail
development segments of the portfolio. There was a $15 million loss associated with one CRE retail
development project located in the Cleveland market. The remainder of the losses was associated
with smaller loans spread across all regions, consistent with our very granular portfolio.
In assessing commercial NCOs trends, it is helpful to understand how these loans are treated
as they deteriorate over time. Reserves for loans are established at origination consistent with
the level or risk associated with the transaction. If the quality of a commercial loan
deteriorates, it migrates from a higher quality loan classification to a lower quality
classification. As a part of our normal portfolio management process, the loan is reviewed and
reserves are increased as warranted. Charge-offs, if necessary, are generally recognized in a
period subsequent to the period the reserves were established. If the previously established
reserves exceed that needed to satisfactorily resolve the problem credit, a reduction in the
overall level of the reserve could be recognized. In sum, if loan quality deteriorates, the
typical credit sequence for commercial loans are periods of reserve building, followed by periods
of higher NCOs. Additionally, it is helpful to understand that increases in reserves either
precede or are in conjunction with increases in NALs. When a credit is classified as NAL, it is
evaluated for specific reserves or charge-off. As a result, an increase in NALs does not
necessarily result in an increase in reserves or an expectation of higher future NCOs.
Automobile loan and lease NCOs, which declined in absolute dollars during the current quarter,
were consistent with our expectations. The performance of the portfolio relative to NCOs reflected
the positive impact of increasing used-automobile prices, offset by the continued market stresses.
The automobile lease NCO performance continues to be negatively impacted as the portfolio is
running off and no new leases are being originated. The level of delinquencies dropped in the
current quarter, further substantiating our longer-term view of flat to improved performance
through 2009.
The decline in our home equity NCOs reflected a continuation of better than industry
performance in this portfolio. The NCO performance of the portfolio continued to be impacted by
lower housing prices, and the general market conditions. The impact is evident across all regions,
but particularly so in our Michigan markets. Home equity NCOs during the current quarter were
lower than the prior quarter, and generally consistent with our view of the performance
expectations over the next 12 to 18 months.
The current quarter’s decline in residential mortgage NCOs compared with the prior quarter is
encouraging given the market conditions. While the delinquency rates continue to increase,
indicating the economic stress on borrowers, our losses have remained manageable.
Total NCOs during the 2009 first quarter were $341.5 million, or an annualized 3.34% of
average related balances compared with $560.6 million, or annualized 5.41% of average related
balances during the 2008 fourth quarter. After adjusting for Franklin-related NCOs of $128.3
million in the 2009 first quarter and $423.3 million in the 2008 fourth quarter,
non-Franklin-related total NCOs during the 2009 first quarter were $213.2 million, compared with
$137.3 million during the 2008 fourth quarter.
46
The following tables detail the Franklin-impacts to NPAs, NALs, NCOs, and the ALLL and ACL for
each of the past five quarters.
Table 24 — NALs/NPAs — Franklin-Related Impact
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Nonaccrual loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,553.1 |
|
|
$ |
1,502.1 |
|
|
$ |
585.9 |
|
|
$ |
535.0 |
|
|
$ |
377.4 |
|
Franklin |
|
|
(366.1 |
) |
|
|
(650.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
1,187.0 |
|
|
$ |
851.9 |
|
|
$ |
585.9 |
|
|
$ |
535.0 |
|
|
$ |
377.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
39,548.0 |
|
|
$ |
41,092.0 |
|
|
$ |
41,192.0 |
|
|
$ |
41,047.0 |
|
|
$ |
41,014.0 |
|
Franklin |
|
|
(494.0 |
) |
|
|
(650.2 |
) |
|
|
(1,095.0 |
) |
|
|
(1,130.0 |
) |
|
|
(1,157.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
39,054.0 |
|
|
$ |
40,441.8 |
|
|
$ |
40,097.0 |
|
|
$ |
39,917.0 |
|
|
$ |
39,857.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAL ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3.93 |
% |
|
|
3.66 |
% |
|
|
1.42 |
% |
|
|
1.30 |
% |
|
|
0.92 |
% |
Non-Franklin |
|
|
3.04 |
|
|
|
2.11 |
|
|
|
1.46 |
|
|
|
1.34 |
|
|
|
0.95 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Nonperforming assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,775.7 |
|
|
$ |
1,636.6 |
|
|
$ |
675.3 |
|
|
$ |
624.7 |
|
|
$ |
520.4 |
|
Franklin |
|
|
(445.7 |
) |
|
|
(650.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
1,330.0 |
|
|
$ |
986.4 |
|
|
$ |
675.3 |
|
|
$ |
624.7 |
|
|
$ |
520.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
$ |
39,548.0 |
|
|
$ |
41,092.0 |
|
|
$ |
41,192.0 |
|
|
$ |
41,047.0 |
|
|
$ |
41,014.0 |
|
Total other real estate, net |
|
|
210.8 |
|
|
|
122.5 |
|
|
|
73.5 |
|
|
|
72.4 |
|
|
|
73.9 |
|
Impaired loans held for sale |
|
|
11.9 |
|
|
|
12.0 |
|
|
|
13.5 |
|
|
|
14.8 |
|
|
|
66.4 |
|
Other NPAs |
|
|
— |
|
|
|
— |
|
|
|
2.4 |
|
|
|
2.6 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
39,770.7 |
|
|
|
41,226.5 |
|
|
|
41,281.4 |
|
|
|
41,136.8 |
|
|
|
41,157.1 |
|
Franklin |
|
|
(573.1 |
) |
|
|
(650.2 |
) |
|
|
(1,095 |
) |
|
|
(1,130 |
) |
|
|
(1,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
39,197.6 |
|
|
$ |
40,576.3 |
|
|
$ |
40,186.4 |
|
|
$ |
40,006.8 |
|
|
$ |
40,000.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPA ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4.46 |
% |
|
|
3.97 |
% |
|
|
1.64 |
% |
|
|
1.52 |
% |
|
|
1.26 |
% |
Non-Franklin |
|
|
3.39 |
|
|
|
2.43 |
|
|
|
1.68 |
|
|
|
1.56 |
|
|
|
1.30 |
|
47
Table 25 — NCOs — Franklin-Related Impact
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Commercial and industrial net charge-offs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
210.6 |
|
|
$ |
473.4 |
|
|
$ |
29.6 |
|
|
$ |
12.4 |
|
|
$ |
10.7 |
|
Franklin |
|
|
(128.3 |
) |
|
|
(423.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
82.3 |
|
|
$ |
50.1 |
|
|
$ |
29.6 |
|
|
$ |
12.4 |
|
|
$ |
10.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial average loan balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
13,541.0 |
|
|
$ |
13,746.0 |
|
|
$ |
13,629.0 |
|
|
$ |
13,631.0 |
|
|
$ |
13,343.0 |
|
Franklin |
|
|
(628.0 |
) |
|
|
(1,085.0 |
) |
|
|
(1,114.0 |
) |
|
|
(1,143.0 |
) |
|
|
(1,166.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
12,913.0 |
|
|
$ |
12,661.0 |
|
|
$ |
12,515.0 |
|
|
$ |
12,488.0 |
|
|
$ |
12,177.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial net charge-offs — annualized percentages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6.22 |
% |
|
|
13.78 |
% |
|
|
0.87 |
% |
|
|
0.36 |
% |
|
|
0.32 |
% |
Non-Franklin |
|
|
2.55 |
|
|
|
1.58 |
|
|
|
0.95 |
|
|
|
0.40 |
|
|
|
0.35 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Total net charge-offs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
341.5 |
|
|
$ |
560.6 |
|
|
$ |
83.8 |
|
|
$ |
65.2 |
|
|
$ |
48.4 |
|
Franklin |
|
|
(128.3 |
) |
|
|
(423.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
213.2 |
|
|
$ |
137.3 |
|
|
$ |
83.8 |
|
|
$ |
65.2 |
|
|
$ |
48.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average loan balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
40,866.0 |
|
|
$ |
41,437.0 |
|
|
$ |
41,004.0 |
|
|
$ |
41,025.0 |
|
|
$ |
40,367.0 |
|
Franklin |
|
|
(630.0 |
) |
|
|
(1,085.0 |
) |
|
|
(1,114.0 |
) |
|
|
(1,143.0 |
) |
|
|
(1,166.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
40,236.0 |
|
|
$ |
40,352.0 |
|
|
$ |
39,890.0 |
|
|
$ |
39,882.0 |
|
|
$ |
39,201.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net charge-offs — annualized percentages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3.34 |
% |
|
|
5.41 |
% |
|
|
0.82 |
% |
|
|
0.64 |
% |
|
|
0.48 |
% |
Non-Franklin |
|
|
2.12 |
|
|
|
1.36 |
|
|
|
0.84 |
|
|
|
0.65 |
|
|
|
0.49 |
|
48
Table 26 — ALLL/ACL — Franklin-Related Impact
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
Allowance for loan and lease losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
838.5 |
|
|
$ |
900.2 |
|
|
$ |
720.7 |
|
|
$ |
679.4 |
|
|
$ |
627.6 |
|
Franklin |
|
|
— |
|
|
|
(130.0 |
) |
|
|
(115.3 |
) |
|
|
(115.3 |
) |
|
|
(115.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
838.5 |
|
|
$ |
770.2 |
|
|
$ |
605.4 |
|
|
$ |
564.1 |
|
|
$ |
512.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
885.5 |
|
|
$ |
944.4 |
|
|
$ |
782.4 |
|
|
$ |
740.7 |
|
|
$ |
685.2 |
|
Franklin |
|
|
— |
|
|
|
(130.0 |
) |
|
|
(115.3 |
) |
|
|
(115.3 |
) |
|
|
(115.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
885.5 |
|
|
$ |
814.4 |
|
|
$ |
667.1 |
|
|
$ |
625.4 |
|
|
$ |
569.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
39,548.0 |
|
|
$ |
41,092.0 |
|
|
$ |
41,192.0 |
|
|
$ |
41,047.0 |
|
|
$ |
41,014.0 |
|
Franklin |
|
|
(494.0 |
) |
|
|
(650.2 |
) |
|
|
(1,095.0 |
) |
|
|
(1,130.0 |
) |
|
|
(1,157.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
39,054.0 |
|
|
$ |
40,441.8 |
|
|
$ |
40,097.0 |
|
|
$ |
39,917.0 |
|
|
$ |
39,857.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALLL as % of total loans and leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2.12 |
% |
|
|
2.19 |
% |
|
|
1.75 |
% |
|
|
1.66 |
% |
|
|
1.53 |
% |
Non-Franklin |
|
|
2.15 |
|
|
|
1.90 |
|
|
|
1.51 |
|
|
|
1.41 |
|
|
|
1.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACL as % of total loans and leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2.24 |
|
|
|
2.30 |
|
|
|
1.90 |
|
|
|
1.80 |
|
|
|
1.67 |
|
Non-Franklin |
|
|
2.27 |
|
|
|
2.01 |
|
|
|
1.66 |
|
|
|
1.57 |
|
|
|
1.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,553.1 |
|
|
$ |
1,502.1 |
|
|
$ |
586.0 |
|
|
$ |
535.0 |
|
|
$ |
377.4 |
|
Franklin |
|
|
(366.1 |
) |
|
|
(650.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Franklin |
|
$ |
1,187.0 |
|
|
$ |
851.9 |
|
|
$ |
586.0 |
|
|
$ |
535.0 |
|
|
$ |
377.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALLL as % of NALs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
54 |
% |
|
|
60 |
% |
|
|
123 |
% |
|
|
127 |
% |
|
|
166 |
% |
Non-Franklin |
|
|
71 |
|
|
|
90 |
|
|
|
103 |
|
|
|
105 |
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACL as % of NALs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
57 |
|
|
|
63 |
|
|
|
134 |
|
|
|
138 |
|
|
|
182 |
|
Non-Franklin |
|
|
75 |
|
|
|
96 |
|
|
|
114 |
|
|
|
117 |
|
|
|
151 |
|
INVESTMENT SECURITIES PORTFOLIO
(This section should be read in conjunction with the “Securities” discussion located within the
“Critical Accounting Policies and Use of Significant Estimates” section.)
We routinely review our available for sale investment securities portfolio, and recognize
impairment based on fair value, issuer-specific factors and results, and our intent to hold such
investments. Our available for sale investment securities portfolio is evaluated taking into
consideration established asset/liability management objectives, and changing market conditions
that could affect the profitability of the portfolio, as well as the level of interest rate risk to
which we are exposed.
Our available for sale investment securities portfolio is comprised of various financial
instruments. At March 31, 2009, our available for sale investment securities portfolio totaled
$4.9 billion.
49
Declines in the fair value of available for sale investment securities are recorded as either
temporary impairment or OTTI. Temporary adjustments are recorded when the fair value of a security
fluctuates from its historical cost. Temporary adjustments are recorded in accumulated other
comprehensive income, and impact our equity position. Temporary adjustments do not impact net
income, liquidity, or risk-based capital. A recovery of available for sale security prices also
is recorded as an adjustment to other comprehensive income for securities that are temporarily
impaired, and results in a positive impact to our equity position.
OTTI is recorded when the fair value of an available for sale security is less than historical
cost, and it is probable that all contractual cash flows will not be collected. OTTI is recorded
to noninterest income and, therefore, results in a negative impact to net income. Additionally,
OTTI reduces our regulatory capital ratios. Because the available for sale securities portfolio is
recorded at fair value, the conclusion as to whether an investment decline is
other-than-temporarily impaired, does not significantly impact our equity position as the amount of
temporary adjustment has already been reflected in accumulated other comprehensive income/loss. A
recovery in the value of an other-than-temporarily impaired security is recorded as additional
interest income over the remaining life of the security.
Given the continued disruption in the financial markets, we may be required to recognize
additional OTTI losses in future periods with respect to our available for sale investment
securities portfolio. The amount and timing of any additional OTTI will depend on the decline in
the underlying cash flows of the securities.
The table below presents the credit ratings for certain available for sale investment
securities as of March 31, 2009:
Table 27 — Credit Ratings of Selected Investment Securities (1)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Amortized |
|
|
|
|
|
|
Average Credit Rating of Fair Value Amount |
|
| (in thousands) |
|
Cost |
|
|
Fair Value |
|
|
AAA |
|
|
AA +/- |
|
|
A +/- |
|
|
BBB +/- |
|
|
<BBB- |
|
|
Not Rated |
|
Municipal securities |
|
$ |
119,734 |
|
|
$ |
124,971 |
|
|
$ |
57,990 |
|
|
$ |
54,085 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12,896 |
|
Private label CMO securities |
|
|
649,620 |
|
|
|
511,949 |
|
|
|
261,213 |
|
|
|
44,637 |
|
|
|
79,373 |
|
|
|
61,064 |
|
|
|
65,662 |
|
|
|
— |
|
Alt-A mortgage-backed
securities |
|
|
365,367 |
|
|
|
355,729 |
|
|
|
18,759 |
|
|
|
26,104 |
|
|
|
33,252 |
|
|
|
16,401 |
|
|
|
261,214 |
|
|
|
— |
|
Pooled-trust-preferred
securities |
|
|
281,532 |
|
|
|
130,498 |
|
|
|
22,757 |
|
|
|
10,272 |
|
|
|
— |
|
|
|
24,465 |
|
|
|
73,004 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total at March 31, 2009
(2) |
|
$ |
1,416,253 |
|
|
$ |
1,123,147 |
|
|
$ |
360,719 |
|
|
$ |
135,098 |
|
|
$ |
112,625 |
|
|
$ |
101,930 |
|
|
$ |
399,880 |
|
|
$ |
12,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total at December 31,
2008 |
|
$ |
2,037,535 |
|
|
$ |
1,697,888 |
|
|
$ |
486,917 |
|
|
$ |
556,470 |
|
|
$ |
291,680 |
|
|
$ |
61,095 |
|
|
$ |
288,710 |
|
|
$ |
13,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Credit ratings reflect the lowest current rating assigned by a nationally recognized credit rating agency. |
| |
| (2) |
|
The decline in amortized costs and fair value from December 31, 2008 to March 31, 2009 primarily reflects
the $0.6 billion sale of municipal securities during the 2009 first quarter. |
In April 2009, an additional $177 million of investment securities were downgraded from
investment grade (“BBB+/-” or higher) to below investment grade (“<BBB-”). The entire $177
million occurred within the portfolios presented in the above table. Negative changes to the above
credit ratings could have an impact on the determination of risk-weighted assets, which could
result in reductions to our regulatory capital ratios.
Given the current economic conditions, the Alt-A mortgage backed, pooled-trust-preferred, and
private-label CMO portfolios are noteworthy, and are discussed below. The Alt-A mortgage backed
securities and pooled-trust-preferred securities are located within the asset-backed securities
portfolio.
50
Alt-A, Pooled-Trust-Preferred, and Private-Label CMO Securities
Table 28 details our Alt-A, pooled-trust-preferred, and private-label CMO securities exposure
at March 31, 2009:
Table 28 — Alt-A, Pooled-Trust-Preferred, and Private-Label CMO Securities Selected Data
At March 31, 2009
(in thousands)
Alt-A mortgage-backed securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Impaired |
|
|
Unimpaired |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value |
|
$ |
400,337 |
|
|
$ |
142,826 |
|
|
$ |
543,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
|
225,069 |
|
|
|
140,298 |
|
|
|
365,367 |
|
Unrealized gains (losses) |
|
|
27,133 |
|
|
|
(36,771 |
) |
|
|
(9,638 |
) |
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
252,202 |
|
|
$ |
103,527 |
|
|
$ |
355,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative credit OTTI |
|
$ |
26,551 |
|
|
$ |
— |
|
|
$ |
26,551 |
|
Cumulative noncredit OTTI |
|
|
151,882 |
|
|
|
— |
|
|
|
151,882 |
|
|
|
|
|
|
|
|
|
|
|
Cumulative total OTTI |
|
$ |
178,433 |
|
|
$ |
— |
|
|
$ |
178,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Credit Rating |
|
|
|
|
|
|
|
|
|
BBB- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
63.0 |
% |
|
|
72.0 |
% |
|
|
65.0 |
% |
Expected loss |
|
|
6.6 |
|
|
|
— |
|
|
|
4.9 |
|
Pooled-trust-preferred securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
Par value |
|
$ |
25,500 |
|
|
$ |
273,324 |
|
|
$ |
298,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
|
8,323 |
|
|
|
273,208 |
|
|
|
281,531 |
|
Unrealized losses |
|
|
— |
|
|
|
(151,034 |
) |
|
|
(151,034 |
) |
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
8,323 |
|
|
$ |
122,174 |
|
|
$ |
130,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative credit OTTI |
|
$ |
13,515 |
|
|
$ |
— |
|
|
$ |
13,515 |
|
Cumulative noncredit OTTI |
|
|
3,426 |
|
|
|
— |
|
|
|
3,426 |
|
|
|
|
|
|
|
|
|
|
|
Cumulative total OTTI |
|
$ |
16,940 |
|
|
$ |
— |
|
|
$ |
16,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Credit Rating |
|
|
|
|
|
|
|
|
|
BBB- |
|
|
|
|
|
Weighted average: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
33.0 |
% |
|
|
45.0 |
% |
|
|
44.0 |
% |
Expected loss |
|
|
53.0 |
|
|
|
— |
|
|
|
4.5 |
|
Private-label CMO securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
Par value |
|
$ |
22,285 |
|
|
$ |
640,247 |
|
|
$ |
662,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
|
16,444 |
|
|
|
633,176 |
|
|
|
649,620 |
|
Unrealized gains (losses) |
|
|
2,040 |
|
|
|
(139,711 |
) |
|
|
(137,671 |
) |
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
18,484 |
|
|
$ |
493,465 |
|
|
$ |
511,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative credit OTTI |
|
$ |
24 |
|
|
$ |
— |
|
|
$ |
24 |
|
Cumulative noncredit OTTI |
|
|
5,704 |
|
|
|
— |
|
|
|
5,704 |
|
|
|
|
|
|
|
|
|
|
|
Cumulative total OTTI |
|
$ |
5,728 |
|
|
$ |
— |
|
|
$ |
5,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Credit Rating |
|
|
|
|
|
|
|
|
|
|
A- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
83.0 |
% |
|
|
77.1 |
% |
|
|
77.0 |
% |
Expected loss |
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
51
As shown in the above table, the securities in the Alt-A, pooled-trust-preferred, and
private-label CMO securities portfolios had a fair value that was $298.3 million less than their
book value (net of impairment) at March 31, 2009, resulting from increased liquidity spreads and
extended duration. We consider the $298.3 million of impairment to be temporary, as we believe
that it is not probable that not all contractual cash flows will be collected on the related
securities. During the 2009 first quarter, we recognized OTTI of $1.5 million within the Alt-A
securities portfolio, and $2.4 million within the pooled-trust-preferred securities portfolio. No
OTTI was recognized within the private-label CMO securities portfolio during the 2009 first
quarter. We anticipate that the OTTI exceeds the expected actual future loss (that is, credit
losses) that we will experience. Any subsequent recovery of OTTI will be recorded to interest
income over the remaining life of the security. Please refer to the “Critical Account Policies and
Use of Significant Estimates” for additional information.
Market Risk
Market risk represents the risk of loss due to changes in market values of assets and
liabilities. We incur market risk in the normal course of business through exposures to market
interest rates, foreign exchange rates, equity prices, credit spreads, and expected lease residual
values. We have identified two primary sources of market risk: interest rate risk and price risk.
Interest rate risk is our primary market risk.
Interest Rate Risk
Interest rate risk is the risk to earnings and value arising from changes in market interest
rates. Interest rate risk arises from timing differences in the repricings and maturities of
interest bearing assets and liabilities (reprice risk), changes in the expected maturities of
assets and liabilities arising from embedded options, such as borrowers’ ability to prepay
residential mortgage loans at any time and depositors’ ability to terminate certificates of deposit
before maturity (option risk), changes in the shape of the yield curve whereby interest rates
increase or decrease in a non-parallel fashion (yield curve risk), and changes in spread
relationships between different yield curves, such as U.S. Treasuries and London Interbank Offered
Rate (LIBOR) (basis risk).
“Asset sensitive position” refers to an increase in short-term interest rates that is expected
to generate higher net interest income, as rates earned on our interest-earning assets would
reprice upward more quickly than rates paid on our interest-bearing liabilities. Conversely,
“liability sensitive position” refers to an increase in short-term interest rates that is expected
to generate lower net interest income, as rates paid on our interest-bearing liabilities would
reprice upward more quickly than rates earned on our interest-earning assets.
INCOME SIMULATION AND ECONOMIC VALUE OF EQUITY ANALYSIS
Interest rate risk measurement is performed monthly. Two broad approaches to modeling
interest rate risk are employed: income simulation and economic value analysis. An income
simulation analysis is used to measure the sensitivity of forecasted net interest income to changes
in market rates over a one-year time horizon. Although bank owned life insurance and automobile
operating lease assets are classified as non-interest earning assets, and the income from these
assets is in non-interest income, these portfolios are included in the interest sensitivity
analysis because both have attributes similar to fixed-rate interest earning assets. Economic
value of equity (EVE) analysis is used to measure the sensitivity of the values of period-end
assets and liabilities to changes in market interest rates. EVE serves as a complement to income
simulation modeling as it provides risk exposure estimates for time periods beyond the one-year
simulation horizon.
The simulations for evaluating short-term interest rate risk exposure are scenarios that model
gradual “+/-100” and “+/-200” basis point parallel shifts in market interest rates over the next
12-month period beyond the interest rate change implied by the current yield curve. As of March
31, 2009, management instituted an assumption that market interest rates would not fall below 0%
over the next 12-month period for the scenarios that used the “-100” and “-200” basis point
parallel shift in market interest rates. The table below shows the results of the scenarios as of
March 31, 2009, and December 31, 2008. All of the positions were within the board of directors’
policy limits.
52
Table 29 — Net Interest Income at Risk
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net Interest Income at Risk (%) |
|
Basis point change scenario |
|
|
-200 |
|
|
|
-100 |
|
|
|
+100 |
|
|
|
+200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board policy limits |
|
|
-4.0 |
% |
|
|
-2.0 |
% |
|
|
-2.0 |
% |
|
|
-4.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
-0.4 |
% |
|
|
-1.5 |
% |
|
|
+1.6 |
% |
|
|
+2.9 |
% |
December 31, 2008 |
|
|
-0.3 |
% |
|
|
-0.9 |
% |
|
|
+0.6 |
% |
|
|
+1.1 |
% |
The net interest income at risk reported as of March 31, 2009 for the “+200” basis points
scenario shows a change to a higher near-term asset sensitive position compared with December 31,
2008, reflecting actions taken by us to improve our liquidity position. The primary factors
contributing to the change include:
| |
• |
|
1.8% incremental liability sensitivity reflecting the execution of $1.3 billion
receive-fixed interest rates swaps during the 2009 first quarter, as well as the
anticipated execution of $1.5 billion receive-fixed interest rates swaps early in the 2009
second quarter, primarily to offset the impact of actual and anticipated reductions in
fixed-rate assets. |
| |
• |
|
1.3% incremental asset sensitivity reflecting the sale of municipal securities, the
securitization and sale of automobile loans, and the sale of residential mortgage loans,
slightly offset by an increase in other securities. |
| |
• |
|
0.9% incremental asset sensitivity reflecting the anticipated slow down in fixed-rate
loan originations due to customer preferences for variable-rate loans. |
The remainder of the change in net interest income at risk “+200” basis points was primarily
related to improvements made in modeling assumptions associated with deposit pricing and mortgage
asset prepayments, and lower levels of fixed-rate liabilities. In addition to the $2.8 billion increase in fixed-rate interest rate swaps
noted above, we are reviewing opportunities to further reduce the near-term asset-sensitive
interest rate risk profile.
The primary simulations for EVE at risk assume immediate “+/-100” and “+/-200” basis point
parallel shifts in market interest rates beyond the interest rate change implied by the current
yield curve. The table below outlines the March 31, 2009, results compared with December 31, 2008.
All of the positions were within the board of directors’ policy limits.
Table 30 — Economic Value of Equity at Risk
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Economic Value of Equity at Risk (%) |
|
Basis point change scenario |
|
|
-200 |
|
|
|
-100 |
|
|
|
+100 |
|
|
|
+200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board policy limits |
|
|
-12.0 |
% |
|
|
-5.0 |
% |
|
|
-5.0 |
% |
|
|
-12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
+1.8 |
% |
|
|
+1.2 |
% |
|
|
-1.5 |
% |
|
|
-3.8 |
% |
December 31, 2008 |
|
|
-3.4 |
% |
|
|
-1.0 |
% |
|
|
-2.6 |
% |
|
|
-7.2 |
% |
The EVE at risk reported as of March 31, 2009 for the “+200” basis points scenario shows a
change to a lower long-term liability sensitive position compared with December 31, 2008,
reflecting actions taken by us to improve our liquidity position and improvements made in modeling
assumptions associated with deposit pricing and mortgage asset prepayments. The primary factors
contributing to the change include:
| |
• |
|
3.2% incremental asset sensitivity reflecting the improvements made in modeling
assumptions associated with deposit pricing and mortgage asset prepayments. |
| |
• |
|
2.2% incremental asset sensitivity reflecting the sale of municipal securities, the
securitization and sale of automobile loans, and the sale of residential mortgage loans,
slightly offset by an increase in other securities. |
| |
• |
|
2.1% incremental liability sensitivity reflecting the execution of $1.3 billion
receive-fixed interest rates swaps during the 2009 first quarter, as well as the
anticipated execution of $1.5 billion receive-fixed interest rates swaps early in the 2009
second quarter, primarily to offset the impact of actual and anticipated reductions in
fixed-rate assets. |
In addition to the $2.8 billion increase in fixed rate interest rate swaps noted above, we are
reviewing opportunities to slightly increase the long-term liability-sensitive interest rate risk
profile.
53
MORTGAGE SERVICING RIGHTS (MSRs)
(This section should be read in conjunction with Significant Item 5.)
MSR fair values are very sensitive to movements in interest rates as expected future net
servicing income depends on the projected outstanding principal balances of the underlying loans,
which can be greatly reduced by prepayments. Prepayments usually increase when mortgage interest
rates decline and decrease when mortgage interest rates rise. We have employed strategies to
reduce the risk of MSR fair value changes. In addition, we engage a third party to provide
improved valuation tools and assistance with our strategies with the objective to decrease the
volatility from MSR fair value changes. However, volatile changes in interest rates can diminish
the effectiveness of these hedges. We typically report MSR fair value adjustments net of
hedge-related trading activity in the mortgage banking income category of noninterest income.
Changes in fair value between reporting dates are recorded as an increase or decrease in mortgage
banking income. MSR assets are included in other assets, and are presented in Table 8.
At March 31, 2009, we had a total of $167.8 million of MSRs representing the right to service
$16.3 billion in mortgage loans (see Note 5 of the Notes to 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 subsidiaries,
foreign exchange positions, equity investments, investments in securities backed by mortgage loans,
and marketable equity securities held by our insurance subsidiaries. We have established loss
limits on the trading portfolio, on the amount of foreign exchange exposure that can be maintained,
and on the amount of marketable equity securities that can be held by the insurance subsidiaries.
EQUITY INVESTMENT PORTFOLIOS
(This section should be read in conjunction with Significant Item 5.)
In reviewing our equity investment portfolio, we consider general economic and market
conditions, including industries in which private equity merchant banking and community development
investments are made, and adverse changes affecting the availability of capital. We determine any
impairment based on all of the information available at the time of the assessment. New
information or economic developments in the future could result in recognition of additional
impairment.
From time to time, we invest in various investments with equity risk. Such investments
include investment funds that buy and sell publicly traded securities, investment funds that hold
securities of private companies, direct equity or venture capital investments in companies (public
and private), and direct equity or venture capital interests in private companies in connection
with our mezzanine lending activities. These investments are included in “accrued income and
other assets” on our consolidated balance sheet. At March 31, 2009, we had a total of $40.3
million of such investments, down from $44.7 million at December 31, 2008. The following table
details the components of this change during the 2009 first quarter:
Table 31 — Equity Investment Activity
(in thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance at |
|
|
New |
|
|
Returns of |
|
|
|
|
|
|
Balance at |
|
| Type: |
|
December 31, 2008 |
|
|
Investments |
|
|
Capital |
|
|
Gain / (Loss) |
|
|
March 31, 2009 |
|
Public equity |
|
$ |
12,129 |
|
|
$ |
— |
|
|
$ |
(1,728 |
) |
|
$ |
(417 |
) |
|
$ |
9,984 |
|
Private equity |
|
|
25,951 |
|
|
|
750 |
|
|
|
(2,091 |
) |
|
|
(844 |
) |
|
|
23,766 |
|
Direct investment |
|
|
6,576 |
|
|
|
— |
|
|
|
— |
|
|
|
(47 |
) |
|
|
6,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
44,656 |
|
|
$ |
750 |
|
|
$ |
(3,819 |
) |
|
$ |
(1,308 |
) |
|
$ |
40,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The equity investment losses in the 2009 first quarter primarily reflected $1.3 million of
losses on equity investment funds that buy and sell publicly traded securities, and private equity
investments. These investments were in funds that focus on the financial services sector that,
during the 2009 first quarter, performed worse than the broad equity market.
54
Investment decisions that incorporate credit risk require the approval of the independent
credit administration function. The degree of initial due diligence and subsequent review is a
function of the type, size, and collateral of the investment. Performance is monitored on a regular
basis, and reported to the Market Risk Committee.
Liquidity Risk
Liquidity risk is the risk of loss due to the possibility that funds may not be available to
satisfy current or future commitments resulting from external macro market issues, investor and
customer perception of financial strength, and events unrelated to the company such as war,
terrorism, or financial institution market specific issues. We manage liquidity risk at both the
Bank and at the parent company, Huntington Bancshares Incorporated.
The overall objective of liquidity risk management is to ensure that we can obtain
cost-effective funding to meet current and future obligations under both normal “business as usual”
and unanticipated, stressed circumstances. The Risk Management Committee was appointed by the HBI
Board Risk Committee to oversee liquidity risk management and establish policies and limits, based
upon analyses of the ratio of loans to deposits, the percentage of assets funded with noncore or
wholesale funding, net cash capital, free securities and contingency borrowing capacity. In
addition, operating guidelines are established to ensure diversification of noncore funding by
type, source, and maturity and provide sufficient liquidity to cover 100% of wholesale funds
maturing within a six-month period. A contingency funding plan is in place, which includes
forecasted sources and uses of funds under various scenarios in order to prepare for unexpected
liquidity shortages, including the implications of any credit rating changes and/or other trigger
events related to financial ratios, deposit fluctuations, debt issuance capacity, stock
performance, or negative news related to us or the banking industry. Liquidity risk is reviewed
monthly for the Bank and the parent company, as well as its subsidiaries. In addition, two
liquidity subcommittees meet regularly to identify and monitor liquidity positions, provide policy
guidance, review funding strategies, and oversee adherence to, and the maintenance of, the
contingency funding plan(s). A Contingency Funding Working Group monitors daily cash flow trends,
branch activity, significant transactions, and parent company subsidiary sources and uses of funds,
identify areas of concern, and establish specific funding strategies. This group works closely
with the Risk Management Committee and the HBI Communication Team in order to identify issues that
may require a more proactive communication plan to shareholders, associates, and customers
regarding specific events or issues that could have an impact to us.
In the normal course of business, in order to better manage liquidity risk, we perform stress
tests to determine the effect that a potential downgrade in our credit ratings or other market
disruptions could have on liquidity over various time periods. These credit ratings, which are
presented in Table 33, have a direct impact on our cost of funds and ability to raise funds under
normal, as well as adverse, circumstances. The results of these stress tests indicate that
sufficient sources of funds are available to meet our financial obligations and fund our operations
for a 12-month period. The stress test scenarios include testing to determine the impact of an
interruption to our access to the national markets for funding, significant run-off in core
deposits and liquidity triggers inherent in other financial agreements. To compensate for the
effect of these assumed liquidity pressures, we consider alternative sources of liquidity over
different time periods to project how funding needs would be managed. The specific alternatives
for enhancing liquidity include generating client deposits, securitizing or selling loans, selling
or maturing of investment securities, and extending the level or maturity of wholesale borrowings.
Most credit markets in which we participate and rely upon as sources of funding have been
significantly disrupted and highly volatile since mid-2007. Reflecting concern about the stability
of the financial markets generally, many lenders reduced, and in some cases, ceased unsecured
funding to borrowers, including other financial institutions. Since that time, as a means of
maintaining adequate liquidity, we, like many other financial institutions, have relied more
heavily on the liquidity and stability present in the secured credit markets since access to
unsecured term debt has been restricted. Throughout this period, we continued to extend maturities
ensuring that we maintained adequate liquidity in the event the crisis became prolonged. In
addition to managing our maturities, we strengthened our overall liquidity position by
significantly reducing our noncore funds and wholesale borrowings, as well as shifting from the net
purchasing of overnight federal funds to an excess reserve position at the end of the 2009 first
quarter. However, we are part of a financial system, and a systemic lack of available credit, a
lack of confidence in the financial sector, and increased volatility in the financial markets could
materially and adversely affect our liquidity position.
55
Bank Liquidity and Sources of Liquidity
Our primary sources of funding for the Bank are retail and commercial core deposits. Core
deposits are comprised of interest bearing and noninterest bearing demand deposits, money market
deposits, savings and other domestic time deposits, consumer certificates of deposit both over and
under $100,000, and nonconsumer certificates of deposit less than $100,000. Noncore deposits are
comprised of brokered money market deposits and certificates of deposit, foreign time deposits, and
other domestic time deposits of $100,000 or more comprised primarily of public fund certificates of
deposit greater than $100,000. The above-mentioned stated amounts of $100,000 will be increased to
$250,000 effective with the 2009 second quarter.
Core deposits may increase our need for liquidity as certificates of deposit mature or are
withdrawn before maturity and as nonmaturity deposits, such as checking and savings account
balances, are withdrawn. Additionally, we are exposed to the risk that customers with large
deposit balances will withdraw all or a portion of such deposits as the FDIC establishes certain
limits on the amount of insurance coverage provided to depositors (see “Risk Factors” included in
Item 1A of our 2008 Form 10-K). To mitigate our uninsured deposit risk, we have joined the
Certificate of Deposit Account Registry Service (CDARS), a program that allows customers to invest
up to $50 million in certificates of deposit through one participating financial institution, with
the entire amount being covered by FDIC insurance.
Table 32 reflects deposit composition detail for each of the past five quarters.
56
Table 32 — Deposit Composition
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in millions) |
|
March 31, |
|
|
December 31, |
|
|
September 30, |
|
|
June 30, |
|
|
March 31, |
|
|
|
|
|
|
By Type |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits — noninterest bearing |
|
$ |
5,887 |
|
|
|
15.1 |
% |
|
$ |
5,477 |
|
|
|
14.4 |
% |
|
$ |
5,135 |
|
|
|
13.7 |
% |
|
$ |
5,253 |
|
|
|
13.8 |
% |
|
$ |
5,160 |
|
|
|
13.5 |
% |
Demand deposits — interest bearing |
|
|
4,306 |
|
|
|
11.0 |
|
|
|
4,083 |
|
|
|
10.8 |
|
|
|
4,052 |
|
|
|
10.8 |
|
|
|
4,074 |
|
|
|
10.7 |
|
|
|
4,041 |
|
|
|
10.6 |
|
Money market deposits |
|
|
5,857 |
|
|
|
15.0 |
|
|
|
5,182 |
|
|
|
13.7 |
|
|
|
5,565 |
|
|
|
14.8 |
|
|
|
6,171 |
|
|
|
16.2 |
|
|
|
6,681 |
|
|
|
17.5 |
|
Savings and other domestic deposits |
|
|
4,929 |
|
|
|
12.6 |
|
|
|
4,846 |
|
|
|
12.8 |
|
|
|
4,816 |
|
|
|
12.8 |
|
|
|
5,009 |
|
|
|
13.1 |
|
|
|
5,083 |
|
|
|
13.3 |
|
Core certificates of deposit |
|
|
12,496 |
|
|
|
32.0 |
|
|
|
12,727 |
|
|
|
33.5 |
|
|
|
12,157 |
|
|
|
32.4 |
|
|
|
11,274 |
|
|
|
29.6 |
|
|
|
10,583 |
|
|
|
27.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core deposits |
|
|
33,475 |
|
|
|
85.7 |
|
|
|
32,315 |
|
|
|
85.2 |
|
|
|
31,725 |
|
|
|
84.5 |
|
|
|
31,781 |
|
|
|
83.4 |
|
|
|
31,548 |
|
|
|
82.7 |
|
Other domestic deposits of $100,000 or more |
|
|
1,239 |
|
|
|
3.2 |
|
|
|
1,541 |
|
|
|
4.1 |
|
|
|
1,949 |
|
|
|
5.2 |
|
|
|
2,139 |
|
|
|
5.6 |
|
|
|
2,160 |
|
|
|
5.7 |
|
Brokered deposits and negotiable CDs |
|
|
3,848 |
|
|
|
9.8 |
|
|
|
3,355 |
|
|
|
8.8 |
|
|
|
2,925 |
|
|
|
7.8 |
|
|
|
3,101 |
|
|
|
8.1 |
|
|
|
3,362 |
|
|
|
8.8 |
|
Deposits in foreign offices |
|
|
508 |
|
|
|
1.3 |
|
|
|
732 |
|
|
|
1.9 |
|
|
|
970 |
|
|
|
2.5 |
|
|
|
1,103 |
|
|
|
2.9 |
|
|
|
1,046 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
39,070 |
|
|
|
100.0 |
% |
|
$ |
37,943 |
|
|
|
100.0 |
% |
|
$ |
37,569 |
|
|
|
100.0 |
% |
|
$ |
38,124 |
|
|
|
100.0 |
% |
|
$ |
38,116 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
8,737 |
|
|
|
26.1 |
% |
|
$ |
7,758 |
|
|
|
24.0 |
% |
|
$ |
8,008 |
|
|
|
25.2 |
% |
|
$ |
8,472 |
|
|
|
26.7 |
% |
|
$ |
8,716 |
|
|
|
27.6 |
% |
Personal |
|
|
24,738 |
|
|
|
73.9 |
|
|
|
24,557 |
|
|
|
76.0 |
|
|
|
23,717 |
|
|
|
74.8 |
|
|
|
23,309 |
|
|
|
73.3 |
|
|
|
22,832 |
|
|
|
72.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core deposits |
|
$ |
33,475 |
|
|
|
100.0 |
% |
|
$ |
32,315 |
|
|
|
100.0 |
% |
|
$ |
31,725 |
|
|
|
100.0 |
% |
|
$ |
31,781 |
|
|
|
100.0 |
% |
|
$ |
31,548 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Business Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regional Banking |
|
|
33,413 |
|
|
|
85.5 |
|
|
|
32,874 |
|
|
|
86.6 |
|
|
|
32,990 |
|
|
|
87.8 |
|
|
|
33,263 |
|
|
|
87.2 |
|
|
|
33,114 |
|
|
|
86.9 |
|
Auto Finance and Dealer Services |
|
|
71 |
|
|
|
0.2 |
|
|
|
66 |
|
|
|
0.2 |
|
|
|
67 |
|
|
|
0.2 |
|
|
|
56 |
|
|
|
0.1 |
|
|
|
56 |
|
|
|
0.1 |
|
PFG |
|
|
2,251 |
|
|
|
5.8 |
|
|
|
1,785 |
|
|
|
4.7 |
|
|
|
1,553 |
|
|
|
4.1 |
|
|
|
1,666 |
|
|
|
4.4 |
|
|
|
1,542 |
|
|
|
4.0 |
|
Treasury / Other (1) |
|
|
3,335 |
|
|
|
8.5 |
|
|
|
3,218 |
|
|
|
8.5 |
|
|
|
2,959 |
|
|
|
7.9 |
|
|
|
3,139 |
|
|
|
8.3 |
|
|
|
3,404 |
|
|
|
9.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
39,070 |
|
|
|
100.0 |
% |
|
$ |
37,943 |
|
|
|
100.0 |
% |
|
$ |
37,569 |
|
|
|
100.0 |
% |
|
$ |
38,124 |
|
|
|
100.0 |
% |
|
$ |
38,116 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Comprised largely of national market deposits. |
57
To the extent that we are unable to obtain sufficient liquidity through deposits, we may meet
our liquidity needs through short-term borrowings by purchasing federal funds or by selling
securities under repurchase agreements. The Bank also has access to the Federal Reserve’s discount
window and Term Auction Facility (TAF). As of March 31, 2009, a total of $8.7 billion of
commercial loans and home equity lines of credit were pledged to these facilities. Specific
percentages of these amounts pledged are available for borrowing. We had $6.9 billion of
borrowing capacity available from both facilities at March 31, 2009, however, as part of a periodic
review conducted by the Federal Reserve, our discount window and TAF borrowing capacity was reduced
to approximately $4.9 billion as of April 27, 2009. The reduction was based on the lowering of the
specific percentages of pledged amounts available for borrowing. As of March 31, 2009, we did not
have any outstanding discount window or TAF borrowings. Additionally, the Bank had a $4.4 billion
borrowing capacity at the Federal Home Loan Bank (FHLB) of Cincinnati, of which $3.4 billion
remained unused at March 31, 2009. The FHLB uses the Bank’s credit rating in its calculation of
borrowing capacity. As a result of credit rating changes (see “Credit Ratings” discussion), the
FHLB reduced our borrowing capacity by $370 million. Other potential sources of liquidity include
the sale or maturity of investment securities, the sale or securitization of loans, the relatively
shorter-term structure of our commercial loans and automobile loans, and the issuance of common and
preferred stock.
During the 2009 first quarter, we initiated various strategies with the intent of further
strengthening our liquidity position, as well as reducing the size of our balance sheet to, among
other objectives, provide additional support to our TCE ratio (see “Capital” discussion). Our
actions taken during the 2009 first quarter included: (a) $1.2 billion core deposit growth, (b)
$1.0 billion automobile loan securitization, (c) $0.6 billion sale of municipal securities, (d)
$0.6 billion debt issuance as part of the TLGP, and (e) $0.2 billion mortgage loan sale. The
proceeds from these actions were used primarily to pay down wholesale borrowings.
At March 31, 2009, we believe that the Bank had sufficient liquidity to meet its cash flow
obligations for the foreseeable future.
Parent Company Liquidity
The parent company’s funding requirements consist primarily of dividends to shareholders, debt
service, income taxes, operating expenses, funding of non-bank subsidiaries, repurchases of our
stock, and acquisitions. The parent company obtains funding to meet obligations from dividends
received from direct subsidiaries, net taxes collected from subsidiaries included in the federal
consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt
securities.
At March 31, 2009, the parent company had $1.17 billion in cash or cash equivalents, compared
with $1.12 billion at December 31, 2008. Cash demands required for common stock dividends will be
approximately $4 million per quarter. We recognize the importance of the dividend to our
shareholders. While our overall capital and liquidity positions are strong, extreme and economic
market deterioration, and the changing regulatory environment drove the difficult but prudent
decision to reduce the dividend during the 2009 first quarter to $0.01 per common share. This
proactive measure will enable us to build capital and strengthen our balance sheet. Table 34
provides additional detail regarding quarterly dividends declared per common share.
During 2008, we issued an aggregate $569 million of Series A Non-cumulative Perpetual
Convertible Preferred Stock. The Series A Preferred Stock will pay, as declared by our board of
directors, dividends in cash at a rate of 8.50% per annum, payable quarterly (see Note 7 of the
Notes to Unaudited Condensed Consolidated Financial Statements). During the 2009 first quarter, we
entered into agreements with various institutional investors exchanging shares of our common stock
for shares of the Series A Preferred Stock held by them (see “Capital” discussion). In the
aggregate, these exchanges are anticipated to reduce our total annual dividend cash requirements
(common, Series A Preferred Stock, and Series B Preferred Stock) by an estimated $8.7 million.
Also during 2008, we received $1.4 billion of equity capital by issuing to the U.S. Department
of Treasury 1.4 million shares of Series B Preferred Stock as a result of our participation in the
TARP voluntary CPP. The Series B Preferred Stock will pay cumulative dividends at a rate of 5% per
year for the first five years and 9% per year thereafter, resulting in quarterly cash demands of
approximately $18 million through 2012, and $32 million thereafter (see Note 7 of the Notes to the
Unaudited Condensed Consolidated Financial Statements for additional information regarding the
Series B Preferred Stock issuance).
58
Based on a regulatory dividend limitation, the Bank could not have declared and paid a
dividend to the parent company at March 31, 2009, without regulatory approval. We do not
anticipate that the Bank will request regulatory approval to pay dividends in the near future as we
continue to build Bank regulatory capital above our already “well-capitalized” level. To help meet
any additional liquidity needs, we have an open-ended, automatic shelf registration statement filed
and effective with the SEC, which permits us to issue an unspecified amount of debt or equity
securities.
With the exception of the common and preferred dividends previously discussed, the parent
company does not have any significant cash demands. There are no debt maturities until 2013, when
a debt maturity of $50 million is payable.
Considering the factors discussed above, and other analyses that we have performed, we believe
the parent company has sufficient liquidity to meet its cash flow obligations for the foreseeable
future.
Credit Ratings
Credit ratings provided by the three major credit rating agencies are an important component
of our liquidity profile. Among other factors, the credit ratings are based on financial strength,
credit quality and concentrations in the loan portfolio, the level and volatility of earnings,
capital adequacy, the quality of management, the liquidity of the balance sheet, the availability
of a significant base of core deposits, and our ability to access a broad array of wholesale
funding sources. Adverse changes in these factors could result in a negative change in credit
ratings and impact our ability to raise funds at a reasonable cost in the capital markets. In
addition, certain financial on- and off-balance sheet arrangements contain credit rating triggers
that could increase funding needs if a negative rating change occurs. Other arrangements that
could be impacted by credit rating changes include, but are not limited to, letter of credit
commitments for marketable securities, interest rate swap collateral agreements, and certain asset
securitization transactions contain credit rating provisions or could otherwise be impacted by
credit rating changes.
The most recent credit ratings for the parent company and the Bank are as follows:
Table 33 — Credit Ratings
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
May 08, 2009 |
|
| |
|
Senior Unsecured |
|
|
Subordinated |
|
|
|
|
|
|
|
| |
|
Notes |
|
Notes |
|
Short-term |
|
|
Outlook |
Huntington Bancshares Incorporated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moody’s Investor Service |
|
Baa2 |
|
Baa3 |
|
|
P-2 |
|
|
Negative |
Standard and Poor’s |
|
BBB |
|
BBB- |
|
|
A-2 |
|
|
Negative |
Fitch Ratings |
|
BBB+ |
|
BBB |
|
|
F2 |
|
|
Negative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Huntington National Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moody’s Investor Service |
|
Baa1 |
|
Baa2 |
|
|
P-2 |
|
|
Negative |
Standard and Poor’s |
|
BBB+ |
|
BBB |
|
|
A-2 |
|
|
Negative |
Fitch Ratings |
|
BBB+ |
|
BBB |
|
|
F2 |
|
|
Negative |
During the 2009 first and early-second quarter, all three rating agencies lowered their credit
ratings for both the parent company and the Bank. The credit ratings to senior unsecured notes,
subordinated notes, and short-term debt were changed. The above table reflects these changes. The
FHLB uses the Bank’s credit rating in its calculation of borrowing capacity. As a result of these
credit rating changes, the FHLB reduced our borrowing capacity by $370 million (see “Risk Factors”
included in Item 1A of our 2008 Form 10-K).
Also, early in the 2009 second quarter, Standard & Poor’s placed their credit ratings for both
the parent company and the Bank, along with the credit ratings of 22 other financial institutions,
on CreditWatch with negative implications. The CreditWatch placement is part of an ongoing industry
review and follows its recently published criteria on stress testing and U.S. banks. These reviews
are targeted to be complete by May 31, 2009. At the conclusion of the review, Standard and
Poor’s have noted that it might downgrade ratings for banks under review by one grade or more,
or affirm with a negative outlook.
59
A security rating is not a recommendation to buy, sell, or hold securities, is subject to
revision or withdrawal at any time by the assigning rating organization, and should be evaluated
independently of any other rating.
Off-Balance Sheet Arrangements
In the normal course of business, we enter into various off-balance sheet arrangements. These
arrangements include financial guarantees contained in standby letters of credit issued by the Bank
and commitments by the Bank to sell mortgage loans.
Through our credit process, we monitor the credit risks of outstanding standby letters of
credit. When it is probable that a standby letter of credit will be drawn and not repaid in full,
losses are recognized in the provision for credit losses. At March 31, 2009, we had $1.0 billion
of standby letters of credit outstanding, of which 48% were collateralized. Included in this $1.0
billion total are letters of credit issued by the Bank that support $0.4 billion of securities that
were issued by our customers and remarketed by The Huntington Investment Company (HIC), our
broker-dealer subsidiary. If the Bank’s short-term credit ratings were downgraded, the Bank could
be required to obtain funding in order to purchase the entire amount of these securities pursuant
to its letters of credit. During the first and early second quarter, investors began returning
these securities to the Bank due to the dislocation in money market funds and as a result of recent
rating agency actions for Huntington and peer banks. Subsequently, the Bank tendered these
securities to its trustee, where the securities were held for re-marketing, maturity, or payoff.
Pursuant to the letters of credit issued by the Bank, the Bank repurchased $70.4 million of these
securities, net of payments and maturities, during the 2009 first quarter and an additional $112.1 million
in April of 2009 (see “Risk Factors” included in Item 1A of our Form 10-K for additional
information).
We enter into forward contracts relating to the mortgage banking business to hedge the
exposures we have from commitments to extend new residential mortgage loans to our customers and
from our held-for-sale mortgage loans. At March 31, 2009, December 31, 2008, and March 31, 2008, we
had commitments to sell residential real estate loans of $912.5 million, $759.4 million, and $803.2
million, respectively. These contracts mature in less than one year.
We do not believe that off-balance sheet arrangements will have a material impact on our
liquidity or capital resources.
Operational Risk
As with all companies, we are subject to operational risk. Operational risk is the risk of
loss due to human error, inadequate or failed internal systems and controls, 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.
The goal of this framework is to implement effective operational risk techniques and
strategies, minimize operational losses, and strengthen our overall performance.
Capital
(This section should be read in conjunction with Significant Item 3.)
Capital is managed both at the Bank and on a consolidated basis. Capital levels are maintained
based on regulatory capital requirements and the economic capital required to support credit,
market, liquidity, and operational risks inherent in our business, and to provide the flexibility
needed for future growth and new business opportunities. Shareholders’ equity totaled $4.8
billion at March 31, 2009. This represented a decrease compared with $7.2 billion at December 31,
2008, primarily reflecting the negative impact of the $2.6 billion goodwill impairment charge.
During 2008, we received $1.4 billion of equity capital by issuing to the U.S. Department of
Treasury 1.4 million shares of Series B Preferred Stock, and a ten-year warrant to purchase up to
23.6 million shares of Huntington’s common stock, par value $0.01 per share, at an exercise price
of $8.90 per share. The proceeds received were allocated to the preferred stock and additional
paid-in-capital. The resulting discount on the preferred stock will be amortized, resulting in
additional dilution to our earnings per share (See Note 7 of the Notes to the Unaudited
Condensed Consolidated Financial Statements for additional information regarding the Series B
Preferred Stock issuance).
60
In 2008, we issued an aggregate $569 million of Series A Preferred Stock. The Series A
Preferred Stock is nonvoting and may be convertible at any time, at the option of the holder, into
83.668 shares of our common stock. During the 2009 first quarter, we entered into agreements with
various institutional investors exchanging shares of our common stock for shares of the Series A
Preferred Stock held by them. The table below provides details of the aggregate activities and
impacts of these exchanges:
Table 34 — Preferred Stock to Common Stock Conversion Impacts
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
January 1, 2009 - |
|
|
April 1, 2009 - |
|
|
|
|
| (in whole amounts) |
|
March 31, 2009 |
|
|
April 2, 2009 |
|
|
TOTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares exchanged |
|
|
114,109 |
|
|
|
20,000 |
|
|
|
134,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued: |
|
|
|
|
|
|
|
|
|
|
|
|
At stated convertible option |
|
|
9,547,272 |
|
|
|
1,673,360 |
|
|
|
11,220,632 |
|
As conversion inducement |
|
|
15,044,012 |
|
|
|
3,026,640 |
|
|
|
18,070,652 |
|
|
|
|
|
|
|
|
|
|
|
Total common shares issued: |
|
|
24,591,284 |
|
|
|
4,700,000 |
|
|
|
29,291,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inducement value |
|
$ |
27,742,251 |
|
|
$ |
4,812,358 |
|
|
$ |
32,554,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase to common equity |
|
$ |
114,109,000 |
|
|
$ |
20,000,000 |
|
|
$ |
134,109,000 |
|
Impact to earnings per share |
|
|
(0.08 |
) |
|
|
(0.01 |
) |
|
|
(0.09 |
) |
Impact to tangible common equity ratio |
|
|
0.22 |
% |
|
|
0.04 |
% |
|
|
0.26 |
% |
Additionally, to accelerate the building of capital, we reduced our quarterly common stock
dividend to $0.1325 per common share, effective with the dividend paid July 1, 2008. The
quarterly common stock dividend was further reduced to $0.01 per common share, effective with the
dividend paid April 1, 2009.
On February 18, 2009, the 2006 Repurchase Program was terminated. Additionally, as a
condition to participate in the TARP, we may not repurchase any shares without prior approval from
the Department of Treasury. No shares were repurchased during the 2009 first quarter.
61
Table 35 — Capital Adequacy
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
“Well- |
|
|
|
|
|
|
|
| |
|
|
|
Capitalized” |
|
|
2009 |
|
|
2008 |
|
| (in millions) |
|
|
|
Minimums |
|
|
March 31, |
|
|
December 31, |
|
|
September 30, |
|
|
June 30, |
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk-weighted assets |
|
Consolidated |
|
|
|
|
|
$ |
46,313 |
|
|
$ |
46,994 |
|
|
$ |
46,608 |
|
|
$ |
46,602 |
|
|
$ |
46,546 |
|
|
|
Bank |
|
|
|
|
|
|
45,951 |
|
|
|
46,477 |
|
|
|
45,883 |
|
|
|
46,346 |
|
|
|
46,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 leverage ratio (1) |
|
Consolidated |
|
|
5.00 |
% |
|
|
9.67 |
% |
|
|
9.82 |
% |
|
|
7.99 |
% |
|
|
7.88 |
% |
|
|
6.83 |
% |
|
|
Bank |
|
|
5.00 |
|
|
|
5.95 |
|
|
|
5.99 |
|
|
|
6.36 |
|
|
|
6.37 |
|
|
|
6.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 risk-based capital ratio (1) |
|
Consolidated |
|
|
6.00 |
|
|
|
11.16 |
|
|
|
10.72 |
|
|
|
8.80 |
|
|
|
8.82 |
|
|
|
7.56 |
|
|
|
Bank |
|
|
6.00 |
|
|
|
6.79 |
|
|
|
6.44 |
|
|
|
7.01 |
|
|
|
7.10 |
|
|
|
6.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk-based capital ratio (1) |
|
Consolidated |
|
|
10.00 |
|
|
|
14.28 |
|
|
|
13.91 |
|
|
|
12.03 |
|
|
|
12.05 |
|
|
|
10.87 |
|
|
|
Bank |
|
|
10.00 |
|
|
|
11.00 |
|
|
|
10.71 |
|
|
|
10.25 |
|
|
|
10.32 |
|
|
|
10.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible equity / asset ratio |
|
Consolidated |
|
|
|
|
|
|
8.12 |
|
|
|
7.72 |
|
|
|
5.99 |
|
|
|
5.90 |
|
|
|
4.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible common equity / asset ratio |
|
Consolidated |
|
|
|
|
|
|
4.65 |
|
|
|
4.04 |
|
|
|
4.88 |
|
|
|
4.81 |
|
|
|
4.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible equity / risk-weighted assets ratio |
|
Consolidated |
|
|
|
|
|
|
8.94 |
|
|
|
8.39 |
|
|
|
6.60 |
|
|
|
6.59 |
|
|
|
5.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible common equity / risk-weighted assets ratio |
|
Consolidated |
|
|
|
|
|
|
5.13 |
|
|
|
4.39 |
|
|
|
5.38 |
|
|
|
5.37 |
|
|
|
5.58 |
|
| |
|
|
| (1) |
|
Based
on an interim decision by the banking agencies on December
14, 2006, Huntington has excluded the impact of adopting
Statement 158 from the regulatory capital calculations. |
As shown in Table 35, our consolidated TCE ratio was 4.65% at March 31, 2009, an increase from
4.04% at December 31, 2008. The 61 basis point increase from December 31, 2008, primarily
reflected the $114.1 million conversion of Series A Preferred Stock to common stock and the
shrinking of our balance sheet through the securitizing of automobile loans, and the selling of a
portion of our municipal securities portfolio, as well as mortgage loans.
As part of our strategy to increase TCE, we completed a “discretionary equity issuance”
program in the 2009 second quarter. This program allowed us to take advantage of market
opportunities to issue 38.5 million new shares of common stock worth $120 million. Sales of the common
shares were made through ordinary brokers’ transactions on the NASDAQ Global Select Market or
otherwise at the prevailing market prices. In addition to this program, we may consider similar
actions to those taken in the 2009 first quarter in the future.
Regulatory capital ratios are the primary metrics used by regulators in assessing the “safety
and soundness” of banks. We intend to maintain both the parent company’s and the Bank’s risk-based
capital ratios at levels at which each would be considered “well-capitalized” by regulators. At
March 31, 2009, the parent company had Tier 1 and Total risk-based capital in excess of the minimum
level required to be considered “well-capitalized” of $2.4 billion and $2.0 billion, respectively.
The parent company has the ability to provide additional capital to the Bank.
The Tier 1 leverage ratio is calculated by dividing Tier 1 capital by average assets for the
quarter, adjusted to exclude period-end goodwill and intangibles. The impairment recorded during
the 2009 first quarter lowered our period-end goodwill by $2.6 billion compared with the prior
period. However, as the impairment was recorded at the end of the period, average assets for the
2009 first quarter were not significantly impacted, and therefore, the impact of the goodwill
impairment was not fully reflected in average assets for the 2009 first quarter. If the impact of
the impairment had been reflected in average assets for the full quarter, the Tier 1 leverage ratio
would have been 49 basis points higher. This inconsistency between average and ending asset
balances only impacts the 2009 first quarter ratio.
62
The Bank is primarily supervised and regulated by the Office of the Comptroller of the
Currency (OCC), which establishes regulatory capital guidelines for banks similar to those
established for bank holding companies by the Federal Reserve Board. At March 31, 2009, the Bank
had Tier 1 and Total risk-based capital in excess of the minimum level required to be considered
“well-capitalized” of $0.4 billion and $0.5 billion, respectively.
Table 36 — Quarterly Common Stock Summary
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands, except per share amounts) |
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock price, per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High (1) |
|
$ |
8.000 |
|
|
$ |
11.650 |
|
|
$ |
13.500 |
|
|
$ |
11.750 |
|
|
$ |
14.870 |
|
Low (1) |
|
|
1.000 |
|
|
|
5.260 |
|
|
|
4.370 |
|
|
|
4.940 |
|
|
|
9.640 |
|
Close |
|
|
1.660 |
|
|
|
7.660 |
|
|
|
7.990 |
|
|
|
5.770 |
|
|
|
10.750 |
|
Average closing price |
|
|
2.733 |
|
|
|
8.276 |
|
|
|
7.510 |
|
|
|
8.783 |
|
|
|
12.268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends, per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
0.0100 |
|
|
$ |
0.1325 |
|
|
$ |
0.1325 |
|
|
$ |
0.1325 |
|
|
$ |
0.2650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average — basic |
|
|
366,919 |
|
|
|
366,054 |
|
|
|
366,124 |
|
|
|
366,206 |
|
|
|
366,235 |
|
Average — diluted (2) |
|
|
366,919 |
|
|
|
366,054 |
|
|
|
367,361 |
|
|
|
367,234 |
|
|
|
367,208 |
|
Ending |
|
|
390,682 |
|
|
|
366,058 |
|
|
|
366,069 |
|
|
|
366,197 |
|
|
|
366,226 |
|
|
|
|
|
|
Book value per share |
|
$ |
7.80 |
|
|
$ |
14.62 |
|
|
$ |
15.86 |
|
|
$ |
15.88 |
|
|
$ |
16.13 |
|
Tangible book value per share |
|
|
6.08 |
|
|
|
5.64 |
|
|
|
6.85 |
|
|
|
6.83 |
|
|
|
7.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common share repurchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
| (1) |
|
High and low stock prices are intra-day quotes obtained from NASDAQ. |
| |
| (2) |
|
For the three-month periods ended March 31, 2009, December 31,
2008, September 30, 2008, and June 30, 2008, the impact of the
convertible preferred stock issued in April of 2008 was excluded
from the diluted share calculations. They were excluded because
the results would have been higher than basic earnings per common
share (anti-dilutive) for the periods. |
63
LINES OF BUSINESS DISCUSSION
Overview
This section reviews financial performance from a line of business perspective and should be
read in conjunction with the Discussion of Results of Operations, Note 16 of the Notes to Unaudited
Condensed Consolidated Financial Statements, and other sections for a full understanding of
consolidated financial performance.
We have three distinct lines of business: Regional Banking, AFDS, and the Private Financial
Group (PFG). A fourth segment includes our Treasury function and other unallocated assets,
liabilities, revenue, and expense. Lines of business results are determined based upon our
management reporting system, which assigns balance sheet and income statement items to each of the
business segments. The process is designed around our organizational and management structure and,
accordingly, the results derived are not necessarily comparable with similar information published
by other financial institutions. An overview of this system is provided below, along with a
description of each segment and discussion of financial results.
Effective with the 2009 second quarter, our internal reporting structure will be reorganized.
Regional Banking, which through March 31, 2009, had been managed geographically, will be managed on
a product approach. Regional Banking will be replaced by Commercial Banking, Retail and Business
Banking, and Commercial Real Estate. AFDS, PFG, and Treasury/Other will remain essentially
unchanged. Segments will be restated for the new organizational structure beginning with the 2009
second quarter.
We believe this new structure will provide more focus and create better business results while
also allowing for more strategic management of risks and opportunities.
Funds Transfer Pricing
We use a centralized funds transfer pricing (FTP) methodology to allocate appropriate net
interest income to the business segments. The Treasury/Other business segment charges (credits) an
internal cost of funds for assets held in (or pays for funding provided by) each line of business.
The FTP rate is based on prevailing market interest rates for comparable duration assets (or
liabilities). Deposits of an indeterminate maturity receive an FTP credit based on vintage-based
pool rates. Other assets, liabilities, and capital are charged (credited) with a four-year moving
average FTP rate. The intent of the FTP methodology is to eliminate all interest rate risk from
the lines of business by providing matched duration funding of assets and liabilities, centralize
the financial impact of interest rate and liquidity risk in the Treasury/Other segment, and
monitor, manage, and report interest rate risk from within the Treasury/Other segment.
64
Fee Sharing
Our lines of business operate in cooperation with each other to provide products and services
to our customers. Revenue is recorded in the line of business responsible for the related product
or service. Fee sharing is recorded to allocate portions of such revenue to other lines of
business involved in selling to or providing service to customers. The most significant revenues
for which fee sharing is recorded relate to customer derivatives and brokerage services, which are
recorded by PFG and shared with Regional Banking.
Treasury/Other
The Treasury function includes revenue and expense related to assets, liabilities, and equity
not directly assigned or allocated to one of the other three business segments. Assets in this
segment include investment securities, bank owned life insurance, and the loans and OREO properties
acquired in the Franklin restructuring. The financial impact associated with our FTP methodology,
as described above, is also included in this segment.
Net interest income includes the impact of administering our investment securities portfolios
and the net impact of derivatives used to hedge interest rate sensitivity. Noninterest income
includes miscellaneous fee income not allocated to other business segments such as bank owned life
insurance income, and any investment securities and trading assets gains or losses. Noninterest
expense includes certain corporate administrative, merger, and other miscellaneous expenses not
allocated to other business segments. The provision for income taxes for the other business
segments is calculated at a statutory 35% tax rate, though our overall effective tax rate is lower.
As a result, Treasury/Other reflects a credit for income taxes representing the difference between
the lower actual effective tax rate and the statutory tax rate used to allocate income taxes to the
other segments.
Net Income by Business Segment
We reported a net loss of $2,433.2 million in the 2009 first quarter. This compared with net
income of $127.1 million in the 2008 first quarter. The breakdown of the net loss for the 2009
first quarter by business segment is as follows:
| |
• |
|
Regional Banking: $2,550.3 million loss ($2,631.5 million decrease compared with
the 2008 first quarter) |
| |
• |
|
AFDS: $17.9 million loss ($21.5 million decline compared with the 2008 first
quarter) |
| |
• |
|
PFG: $12.9 million loss ($28.5 million decrease compared with the 2008 first
quarter) |
| |
• |
|
Treasury/Other: $147.9 million income ($121.3 million increase compared with the
2008 first quarter) |
65
Regional Banking
(This section should be read in conjunction with Significant Items 1, 4, 5, and 6.)
Objectives, Strategies, and Priorities
Our Regional Banking line of business provides traditional banking products and services to
consumer, small business, and commercial customers located in its 11 operating regions within the
six states of Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky. It provides
these services through a banking network of over 600 branches, and over 1,300 ATMs, along with
internet and telephone banking channels. It also provides certain services on a limited basis
outside of these six states, including mortgage banking and equipment leasing. Each region is
further divided into retail and commercial banking units. Retail products and services include home
equity loans and lines of credit, mortgage loans, direct installment loans, small business loans,
personal and business deposit products, as well as sales of investment and insurance services. At
March 31, 2009, Retail Banking (including Home Lending) accounted for 52% and 84% of total Regional
Banking loans and deposits, respectively. Commercial Banking serves middle market commercial
banking relationships, which use a variety of banking products and services including, but not
limited to, commercial loans, international trade, cash management, leasing, interest rate
protection products, capital market alternatives, 401(k) plans, and mezzanine investment
capabilities.
We have a business model that emphasizes the delivery of a complete set of banking products
and services offered by larger banks, but distinguished by local decision-making. Our strategy
focuses on building a deeper relationship with our customers by providing a “Simply the Best”
service experience. This focus on service requires continued investments in state-of-the-art
platform technology in our branches, award-winning retail and business internet sites for our
customers, extensive development of associates, and internal processes that empower our local
bankers to serve our customers better. We believe the combination of local decision-making and
“Simply the Best” service provides a competitive advantage that supports revenue and earnings
growth.
2009 First Quarter versus 2008 First Quarter
Table 37 — Key Performance Indicators for Regional Banking
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
|
|
| |
|
March 31, |
|
|
Change March ’09 vs ’08 |
|
| (in thousands unless otherwise noted) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Net interest income |
|
$ |
359,148 |
|
|
$ |
343,238 |
|
|
$ |
15,910 |
|
|
|
4.6 |
% |
Provision for credit losses |
|
|
236,920 |
|
|
|
69,736 |
|
|
|
167,184 |
|
|
|
N.M. |
|
Noninterest income |
|
|
153,258 |
|
|
|
103,901 |
|
|
|
49,357 |
|
|
|
47.5 |
|
Noninterest expense excluding goodwill impairment |
|
|
239,347 |
|
|
|
252,448 |
|
|
|
(13,101 |
) |
|
|
(5.2 |
) |
Goodwill impairment |
|
|
2,573,818 |
|
|
|
— |
|
|
|
2,573,818 |
|
|
|
— |
|
Provision for income taxes |
|
|
12,649 |
|
|
|
43,734 |
|
|
|
(31,085 |
) |
|
|
(71.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2,550,328 |
) |
|
$ |
81,221 |
|
|
$ |
(2,631,549 |
) |
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average assets (in millions) |
|
$ |
33,751 |
|
|
$ |
33,331 |
|
|
$ |
420 |
|
|
|
1.3 |
% |
Total average loans/leases (in millions) |
|
|
31,803 |
|
|
|
30,932 |
|
|
|
871 |
|
|
|
2.8 |
|
Total average deposits (in millions) |
|
|
33,017 |
|
|
|
32,712 |
|
|
|
305 |
|
|
|
0.9 |
|
Net interest margin |
|
|
4.51 |
% |
|
|
4.40 |
% |
|
|
0.11 |
% |
|
|
2.5 |
|
Net charge-offs (NCOs) |
|
$ |
188,790 |
|
|
$ |
34,821 |
|
|
$ |
153,969 |
|
|
|
N.M. |
|
NCOs as a % of average loans and leases |
|
|
2.37 |
% |
|
|
0.45 |
% |
|
|
1.9 |
% |
|
|
N.M. |
|
Return on average equity |
|
|
N.M. |
|
|
|
14.5 |
|
|
|
N.M. |
|
|
|
N.M. |
|
|
|
|
|
|
Retail banking # DDA households (eop) |
|
|
901,374 |
|
|
|
895,340 |
|
|
|
6,034 |
|
|
|
0.7 |
|
Retail banking # new relationships 90-day cross-sell (average) |
|
|
2.73 |
|
|
|
2.94 |
|
|
|
(0.21 |
) |
|
|
(7.1 |
) |
Small business # business DDA relationships (eop) |
|
|
108,963 |
|
|
|
104,493 |
|
|
|
4,470 |
|
|
|
4.3 |
|
Small business # new relationships 90-day cross-sell (average) |
|
|
2.24 |
|
|
|
2.25 |
|
|
|
(0.01 |
) |
|
|
(0.4 |
) |
Mortgage banking closed loan volume (in millions) |
|
$ |
1,546 |
|
|
$ |
1,242 |
|
|
$ |
304 |
|
|
|
24.5 |
% |
N.M., not a meaningful value.
eop — End of Period.
66
Regional Banking reported a net loss of $2,550.3 million in the 2009 first quarter, compared
with net income of $81.2 million in the 2008 first quarter. The decline was primarily due to the
current quarter’s $2,573.8 million goodwill impairment charge (see “Goodwill” discussion located
within the “Critical Accounting Policies and Use of Significant Estimates” for additional
information). After adjusting for the goodwill impairment charge, Regional Banking’s net income
declined $57.7 million.
The most notable factors contributing to this $57.7 million decline in net income was a $167.2
million increase to the provision for credit losses reflecting a $154.0 million increase in NCOs as
well as reserve building necessary due to the continued economic weaknesses in our markets. The
overall economic slowdown impacted our commercial loan portfolio as reflected in the increases in
commercial NCOs and NALs. The increase in NCOs was almost entirely within our commercial loan
portfolio. The current quarter commercial NCOs included a $15 million loss associated with a CRE
retail project located in our Cleveland region, however, the majority of the remaining commercial
charge-offs were associated with smaller projects. NALs increased $0.8 billion, and as with NCOs,
were almost entirely driven by commercial NALs. Our consumer loan portfolio performed well
relative to NCOs, and to a lesser degree, NALs. However, the impact of the higher unemployment
rate is particularly evident in higher residential mortgage delinquencies.
The negative impact of the $167.2 million increase to the provision for credit losses was
partially offset by: (a) $15.9 million increase in net interest income, (b) $42.1 million increase
in mortgage banking income, and (c) $22.0 million decrease in personnel expense. These items are
discussed in greater detail below.
Net interest income increased $15.9 million, or 5%, reflecting a $0.9 billion, or 3%, increase
in total average earning assets and an 11 basis point improvement in the net interest margin. The
improvement in the net interest margin was driven by a $27.0 million, or 26%, increase in consumer
deposit net interest income to $129.6 million. This increase reflected the reduction in market
interest rates over the last 12 months as well as a $1.7 billion increase in average consumer
deposit balances. The increase was partially offset by an $8.0 million, or 13%, decrease in
commercial deposit net interest income, primarily reflecting $1.4 billion lower average commercial
deposit balances. Loan net interest income decreased $19.0 million; primarily reflecting
significant declines in both the LIBOR and prime interest rates, although average balances
increased $0.9 billion. The remaining increase in net interest margin was the result of various
strategic balance sheet changes that increased the average balances of nonearning assets and
equity, lowering our funding cost/credit of these nonearning/noninterest bearing balance sheet
items.
The $0.9 billion growth in total average loans and leases was driven primarily by a $1.4
billion increase in average commercial loans. This increase is primarily due to higher utilization
of existing lines and new originations to existing borrowers. Offsetting the increase in average
commercial loans was a $0.5 billion decline in average consumer loans. This decline primarily
reflected a $714 million, or 15%, decrease in average residential mortgages, resulting from the
impact of loan sales. During the current quarter, mortgage originations increased 24% compared
with the year-ago quarter. Although we expect mortgage origination volumes to remain elevated,
customer demand in the current environment is for fixed-rate loans that are sold into the secondary
market thus mitigating balance sheet growth. Offsetting the decline in average residential
mortgages was a $252 million, or 4%, increase in average home equity balances, reflecting the lower
rate environment. Home equity originations are also expected to remain relatively flat through the
remainder of 2009 as compared with current quarter levels.
Average deposits increased $0.3 billion, or 1%, compared with the 2008 first quarter. Average
consumer deposits increased $1.7 billion, or 8%, primarily reflecting our increased marketing
efforts throughout 2008 for consumer time deposit accounts. This increase was offset by a $1.4
billion, or 12%, decline in average commercial deposits. This decline was a result of our
strategic decision to reduce exposure to collateralized public funds deposits, the weakening
economic conditions, and a significant decline in the federal funds rate. We have refocused our
priorities for 2009, and our objective is to grow our checking and money market account balances.
Deposit pricing is expected to remain competitive in our markets, but we expect to achieve this
growth through improved sales and service execution. Our increase in deposits was driven by a
6,034 increase in our number of DDA households, with the largest increases occurring in our
Southern Ohio/Kentucky, Greater Cleveland, East Michigan, and Greater Akron/Canton regions. DDA
households for our Central Indiana region decreased 3%, reflecting consumer account attrition.
However, DDA households in this region increased 271 compared with the
prior quarter.
67
Noninterest income increased $49.4 million, or 48%, primarily reflecting a $42.1 million
increase in mortgage banking income. The increase to mortgage banking income primarily reflected a
$21.2 million improvement in the net hedging
impact of MSRs as well as a $20.6 million increase in origination and secondary marketing
fees. Additionally, electronic banking income increased $1.7 million, or 8%, primarily driven by
check card income. These increases were partially offset by a $3.0 million decline in service
charges on deposit accounts from the year-ago quarter, primarily reflecting lower consumer
nonsufficient funds and overdraft fees, partially offset by higher commercial service charges.
During the current economic environment, customers have improved the management of their deposit
balances thus resulting in fewer overdraft instances. As a result, we anticipate continued
contraction in consumer nonsufficient funds and overdraft fees.
Noninterest expense increased $2.6 billion, reflecting the goodwill impairment. Excluding the
goodwill impairment charge, noninterest expense decreased $13.1 million primarily reflecting a
$22.0 million decrease in personnel expense resulting from a 12% reduction in full-time equivalent
employees; as well as a reduction in, or elimination of, incentive plan payouts. Also, several
other expense categories, such as travel expense and marketing expense, declined as a result of
several expense reduction initiatives implemented since the 2008 first quarter. These decreases
were partially offset by a $12.2 million increase in FDIC insurance expense (see “Noninterest
Expense” discussion within the “Results of Operations” section), and a $2.9 million increase in
credit quality related expenses such as legal and collection costs. We expect that collection
costs will remain at higher levels throughout 2009.
68
Auto Finance and Dealer Services (AFDS)
(This section should be read in conjunction with Significant Item 5 and the “Automotive Industry”
discussion located within the “Commercial Credit” section.)
Objectives, Strategies, and Priorities
Our AFDS line of business provides a variety of banking products and services to more than
2,200 automotive dealerships within our primary banking markets. During the first quarter of 2009,
AFDS discontinued lending activities in Arizona, Florida, Tennessee, Texas, and Virginia. AFDS
finances the purchase of automobiles by customers at the automotive dealerships; finances
dealerships’ new and used vehicle inventories, land, buildings, and other real estate owned by the
dealership; finances dealership working capital needs; and provides other banking services to the
automotive dealerships and their owners. Competition from the financing divisions of automobile
manufacturers and from other financial institutions is intense. AFDS’ production opportunities are
directly impacted by the general automotive sales business, including programs initiated by
manufacturers to enhance and increase sales directly. We have been in this line of business for
over 50 years.
The AFDS strategy focuses on developing relationships with the dealership through its finance
department, general manager, and owner. An underwriter who understands each local region makes
loan decisions, though we prioritize maintaining pricing discipline over market share.
2009 First Quarter versus 2008 First Quarter
Table 36 — Key Performance Indicators for Auto Finance and Dealer Services
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
|
|
| |
|
March 31, |
|
|
Change March ’09 vs ’08 |
|
| (in thousands unless otherwise noted) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Net interest income |
|
$ |
38,103 |
|
|
$ |
36,171 |
|
|
$ |
1,932 |
|
|
|
5.3 |
% |
Provision for credit losses |
|
|
45,994 |
|
|
|
17,080 |
|
|
|
28,914 |
|
|
|
N.M. |
|
Noninterest income |
|
|
9,914 |
|
|
|
12,796 |
|
|
|
(2,882 |
) |
|
|
(22.5 |
) |
Noninterest expense |
|
|
29,594 |
|
|
|
26,324 |
|
|
|
3,270 |
|
|
|
12.4 |
|
(Benefit) Provision for income taxes |
|
|
(9,650 |
) |
|
|
1,947 |
|
|
|
(11,597 |
) |
|
|
N.M. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(17,921 |
) |
|
$ |
3,616 |
|
|
$ |
(21,537 |
) |
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average assets (in millions) |
|
$ |
6,245 |
|
|
$ |
6,001 |
|
|
$ |
244 |
|
|
|
4.1 |
% |
Total average loans/leases (in millions) |
|
|
5,823 |
|
|
|
5,716 |
|
|
|
107 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
2.57 |
% |
|
|
2.49 |
% |
|
|
0.08 |
% |
|
|
3.2 |
|
Net charge-offs (NCOs) |
|
$ |
19,100 |
|
|
$ |
11,674 |
|
|
$ |
7,426 |
|
|
|
63.6 |
|
NCOs as a % of average loans and leases |
|
|
1.31 |
% |
|
|
0.82 |
% |
|
|
0.49 |
% |
|
|
59.8 |
|
Return on average equity |
|
|
(26.8 |
) |
|
|
7.5 |
|
|
|
(34.3 |
) |
|
|
N.M. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile loans production (in millions) |
|
$ |
399 |
|
|
$ |
679 |
|
|
$ |
(280 |
) |
|
|
(41.2 |
) |
N.M., not a meaningful value.
AFDS reported a net loss of $17.9 million in the 2009 first quarter, compared with net income
of $3.6 million in the 2008 first quarter. This $21.5 million decline primarily reflected a $28.9
million increase to the provision for credit losses reflecting elevated charge-offs during the
current quarter as well as reserve building necessary due to the continued economic and automobile
industry related weaknesses. At March 31, 2009, the allowance as a percentage of total loans and
leases increased to 1.39% compared with 0.72% at March 31, 2008, while total charge-offs as a
percentage of loans increased to 1.31% for the 2009 first quarter compared with 0.82% for the 2008
first quarter.
69
Net interest income increased $1.9 million, or 5%, to $38.1 million reflecting a $0.1 billion
increase in average loans and leases as well as an 8 basis point increase in the net interest
margin. The improvement in the net interest margin primarily reflected lower funding costs.
Increases in average automobile loan balances of $0.5 billion and average commercial loans of $0.2
billion were partially offset by a $0.6 billion decline in average automobile leases as that
portfolio continues to run-off. The growth in average automobile loan balances reflected
relatively strong levels of originations during the first half of 2008. Originations have since
declined from those levels in the first half of 2008, partially due to declining new and used
vehicle sales. Originations totaled $399 million for the 2009 first quarter ($270 million from our
primary banking markets) as compared with $679 million for the year ago quarter ($447 million from
our primary banking markets). Late in the current quarter, $1.0 billion of loans were securitized
and sold, causing the ending balance of automobile loans to decline to $2.9 billion from $3.9
billion at December 31, 2008. The increase in commercial balances reflects our consistent
commitment to provide commercial lending to our retail dealer customers as well as from new
business development opportunities that have resulted from the tightened credit markets.
Noninterest income (excluding operating lease income of $13.2 million in the current quarter,
and $5.8 million in the year-ago quarter) declined $10.3 million including a $5.9 million
nonrecurring loss from the previously mentioned $1.0 billion sale of loans in the 2009 first
quarter. In addition, fee income associated with customers exercising their purchase options on
leased vehicles, and from the sale of Huntington Plus loans as this program was discontinued in the
2008 fourth quarter, both declined. Also, servicing income declined as our serviced-loan portfolio
continued to run-off.
Noninterest expense (excluding operating lease expense of $10.9 million in the current
quarter, and $4.5 million in the year-ago quarter) decreased $3.2 million primarily reflecting a
$1.3 million decline in personnel costs and a $1.9 million decline in other expense. These declines
primarily reflected various expense reduction initiatives that began in the second half of 2008 and
continued into 2009. A great extent of these reduction initiatives involved discontinuing lending
activities outside of Huntington’s primary banking markets. Also, lease residual value insurance
and other related costs were $0.9 million lower primarily as a result of the termination of
residual value insurance policies.
Net automobile operating lease income increased $1.0 million and consisted of a $7.4 million
increase in noninterest income, offset by a $6.4 million increase in noninterest expense. These
increases primarily reflected the increase in average operating lease balances from $99 million in
2008 to $237 million in 2009, which resulted from all automobile lease originations since the 2007
fourth quarter being recorded as operating leases. However, the automobile operating lease
portfolio and related income will decline in the future as lease origination activities were
discontinued during the 2008 fourth quarter.
70
Private Financial Group (PFG)
(This section should be read in conjunction with Significant Items 1, 5, and the “Goodwill”
discussion located within the “Critical Accounting Policies and Use of Significant Estimates”
section.)
Objectives, Strategies, and Priorities
PFG provides products and services designed to meet the needs of higher net worth customers.
Revenue results from the sale of trust, asset management, investment advisory, brokerage,
insurance, and private banking products and services. PFG also focuses on financial solutions for
corporate and institutional customers that include investment banking, sales and trading of
securities, mezzanine capital financing, and interest rate risk management products. To serve high
net worth customers, we use a unique distribution model that employs a single, unified sales force
to deliver products and services mainly through Regional Banking distribution channels. PFG
provides investment management and custodial services to the Huntington Funds, which consists of 31
proprietary mutual funds, including 11 variable annuity funds. Huntington Funds assets
represented 29% of the approximately $12.2 billion total assets under management at March 31, 2009.
The HIC offers brokerage and investment advisory services to both Regional Banking and PFG
customers through a combination of licensed investment sales representatives and licensed personal
bankers. PFG’s Insurance group provides a complete array of insurance products including
individual life insurance products ranging from basic term-life insurance to estate planning, group
life and health insurance, property and casualty insurance, mortgage title insurance, and
reinsurance for payment protection products.
PFG’s primary goals are to consistently increase assets under management by offering
innovative products and services that are responsive to our clients’ changing financial needs, and
to grow deposits through increased focus and improved cross-selling efforts. To grow managed
assets, the HIC sales team has been utilized as the distribution source for trust and investment
management.
2009 First Quarter versus 2008 First Quarter
Table 39 — Key Performance Indicators for Private Financial Group
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
|
|
| |
|
March
31, |
|
|
Change
March ’09 vs ’08 |
|
| (in thousands unless otherwise noted) |
|
2009 |
|
|
2008 |
|
|
Amount |
|
|
Percent |
|
Net interest income |
|
$ |
27,891 |
|
|
$ |
24,876 |
|
|
$ |
3,015 |
|
|
|
12.1 |
% |
Provision for credit losses |
|
|
10,585 |
|
|
|
1,834 |
|
|
|
8,751 |
|
|
|
N.M. |
|
Noninterest income |
|
|
61,701 |
|
|
|
64,933 |
|
|
|
(3,232 |
) |
|
|
(5.0 |
) |
Noninterest expense excluding goodwill impairment |
|
|
58,492 |
|
|
|
64,002 |
|
|
|
(5,510 |
) |
|
|
(8.6 |
) |
Goodwill impairment |
|
|
28,895 |
|
|
|
— |
|
|
|
28,895 |
|
|
|
— |
|
Provision for income taxes |
|
|
4,494 |
|
|
|
8,391 |
|
|
|
(3,897 |
) |
|
|
(46.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(12,874 |
) |
|
$ |
15,582 |
|
|
$ |
(28,456 |
) |
|
|
N.M. |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average assets (in millions) |
|
$ |
3,365 |
|
|
$ |
3,083 |
|
|
$ |
282 |
|
|
|
9.1 |
% |
Total average loans/leases (in millions) |
|
|
2,612 |
|
|
|
2,553 |
|
|
|
59 |
|
|
|
2.3 |
|
Net interest margin |
|
|
4.19 |
% |
|
|
3.81 |
% |
|
|
0.38 |
% |
|
|
10.0 |
|
Net charge-offs (NCOs) |
|
$ |
5,263 |
|
|
$ |
1,954 |
|
|
$ |
3,309 |
|
|
|
N.M. |
|
NCOs as a % of average loans and leases |
|
|
0.81 |
% |
|
|
0.31 |
% |
|
|
0.50 |
% |
|
|
N.M. |
|
Return on average equity |
|
|
18.1 |
|
|
|
26.3 |
|
|
|
(8.2 |
) |
|
|
(31.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income shared with other
lines-of-business (in millions) |
|
|
12.1 |
|
|
|
15.0 |
|
|
|
(2.9 |
) |
|
|
(19.3 |
) |
Total assets under management (in billions) |
|
|
12.2 |
|
|
|
15.4 |
|
|
|
(3.2 |
) |
|
|
(20.8 |
) |
Total trust assets (in billions) |
|
$ |
43.1 |
|
|
$ |
55.1 |
|
|
$ |
(12.0 |
) |
|
|
(21.8 |
)% |
N.M., not a meaningful value.
71
PFG reported a net loss of $12.9 million in the 2009 first quarter, compared with net income
of $15.6 million in the 2008 first quarter. The decline was primarily due to the current quarter’s
$28.9 million goodwill impairment charge (see “Goodwill” discussion located within the “Critical
Accounting Policies and Use of Significant Estimates” for additional information). After adjusting
for the goodwill impairment charge, PFG’s net income declined $2.2 million.
Net interest income increased $3.0 million, or 12%, primarily as a result of a 38 basis point
increase in the net interest margin. The improvement in the net interest margin primarily
reflected a 23% increase in average deposits relative to the much smaller loan growth of 2%. A
substantial portion of the deposit growth resulted from the introduction of the Huntington
Conservative Deposit Account (HCDA), a Bank money-market-account product designed as an alternative
deposit option for lower yielding money market mutual funds. As of March 31, 2009, balances in the
HCDA exceeded $500 million. Also contributing to the margin improvement, although to a lesser
degree, was an increase in higher yielding loans in the capital markets portfolio.
Provision for credit losses increased $8.8 million reflecting a 50 basis point increase in
NCOs as well as reserve building necessary due to the asset quality deterioration of the commercial
loan portfolio.
Noninterest income decreased $3.2 million, or 5%, reflecting: (a) $9.2 million decline in
trust services revenue resulting from a $3.2 billion decline in total assets under management due
to the impact of lower market values as well as reduced proprietary mutual fund fees due to the
impact of reduced money market yields, and (b) $4.2 million decline in customer derivatives income
primarily reflecting less demand for commercial real estate loan hedging transactions. These
decreases were partially offset by: (a) $8.1 million reduction in equity investment portfolio
losses, and (b) $2.0 million increase in brokerage and insurance income resulting from increased
annuity sales and fixed income trading commissions, combined with increased title insurance revenue
due to increased mortgage refinancing activity.
Noninterest expense increased $23.4 million, or 37%, primarily reflecting the goodwill
impairment charge of $28.9 million, partially offset by reduced personnel expense as a result of
several expense reduction initiatives implemented since the 2008 first quarter.
72
Item 1. Financial Statements
Huntington Bancshares Incorporated
Condensed Consolidated Balance Sheets
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
| (in thousands, except number of shares) |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
2,272,831 |
|
|
$ |
806,693 |
|
|
$ |
1,242,422 |
|
Federal funds sold and securities
purchased under resale agreements |
|
|
— |
|
|
|
37,975 |
|
|
|
1,038,820 |
|
Interest bearing deposits in banks |
|
|
382,755 |
|
|
|
292,561 |
|
|
|
253,221 |
|
Trading account securities |
|
|
83,554 |
|
|
|
88,677 |
|
|
|
1,246,877 |
|
Loans held for sale |
|
|
481,447 |
|
|
|
390,438 |
|
|
|
632,266 |
|
Investment securities |
|
|
4,908,332 |
|
|
|
4,384,457 |
|
|
|
4,313,006 |
|
Loans and leases |
|
|
39,548,364 |
|
|
|
41,092,165 |
|
|
|
41,014,219 |
|
Allowance for loan and lease losses |
|
|
(838,549 |
) |
|
|
(900,227 |
) |
|
|
(627,615 |
) |
|
|
|
|
|
|
|
|
|
|
Net loans and leases |
|
|
38,709,815 |
|
|
|
40,191,938 |
|
|
|
40,386,604 |
|
|
|
|
|
|
|
|
|
|
|
Bank owned life insurance |
|
|
1,376,996 |
|
|
|
1,364,466 |
|
|
|
1,327,031 |
|
Premises and equipment |
|
|
517,130 |
|
|
|
519,500 |
|
|
|
544,718 |
|
Goodwill |
|
|
452,110 |
|
|
|
3,054,985 |
|
|
|
3,047,407 |
|
Other intangible assets |
|
|
339,572 |
|
|
|
356,703 |
|
|
|
409,055 |
|
Accrued income and other assets |
|
|
2,177,583 |
|
|
|
2,864,466 |
|
|
|
1,610,542 |
|
|
|
|
|
|
|
|
|
|
|
| |
Total Assets |
|
$ |
51,702,125 |
|
|
$ |
54,352,859 |
|
|
$ |
56,051,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
39,070,273 |
|
|
$ |
37,943,286 |
|
|
$ |
38,116,341 |
|
Short-term borrowings |
|
|
1,055,247 |
|
|
|
1,309,157 |
|
|
|
3,336,738 |
|
Federal Home Loan Bank advances |
|
|
957,953 |
|
|
|
2,588,976 |
|
|
|
3,684,193 |
|
Other long-term debt |
|
|
2,734,446 |
|
|
|
2,331,632 |
|
|
|
1,907,881 |
|
Subordinated notes |
|
|
1,905,383 |
|
|
|
1,950,097 |
|
|
|
1,930,183 |
|
Accrued expenses and other liabilities |
|
|
1,164,087 |
|
|
|
1,000,805 |
|
|
|
1,168,034 |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
46,887,389 |
|
|
|
47,123,953 |
|
|
|
50,143,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock — authorized 6,617,808 shares — |
|
|
|
|
|
|
|
|
|
|
|
|
5.00% Series B Non-voting, Cumulative Preferred Stock, par value
of $0.01 and liquidation value per share of $1,000; 1,398,071
shares issued and outstanding |
|
|
1,312,875 |
|
|
|
1,308,667 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.50% Series A Non-cumulative Perpetual Convertible Preferred
Stock, par value and liquidiation value per share of $1,000;
issued 569,000 shares; outstanding 454,891 and 569,000
shares,
respectively |
|
|
454,891 |
|
|
|
569,000 |
|
|
|
— |
|
Common stock — |
|
|
|
|
|
|
|
|
|
|
|
|
Par value of $0.01 and authorized 1,000,000,000 shares; issued
391,595,609, 366,972,250, and 367,007,244 shares,
respectively; outstanding 390,681,633, 366,057,669, and
366,226,146 shares, respectively |
|
|
3,916 |
|
|
|
3,670 |
|
|
|
3,670 |
|
Capital surplus |
|
|
5,465,457 |
|
|
|
5,322,428 |
|
|
|
5,241,033 |
|
Less
913,976, 914,581 and 781,098 treasury shares at cost, respectively |
|
|
(14,222 |
) |
|
|
(15,530 |
) |
|
|
(14,834 |
) |
Accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on investment securities |
|
|
(161,072 |
) |
|
|
(207,756 |
) |
|
|
(79,396 |
) |
Unrealized gains on cash flow hedging derivatives |
|
|
43,580 |
|
|
|
44,638 |
|
|
|
4,307 |
|
Pension and other postretirement benefit adjustments |
|
|
(162,097 |
) |
|
|
(163,575 |
) |
|
|
(47,128 |
) |
Retained (deficit) earnings |
|
|
(2,128,592 |
) |
|
|
367,364 |
|
|
|
800,947 |
|
|
|
|
|
|
|
|
|
|
|
| |
Total Shareholders’ Equity |
|
|
4,814,736 |
|
|
|
7,228,906 |
|
|
|
5,908,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity |
|
$ |
51,702,125 |
|
|
$ |
54,352,859 |
|
|
$ |
56,051,969 |
|
|
|
|
|
|
|
|
|
|
|
See
notes to unaudited condensed consolidated financial statements.
73
Huntington Bancshares Incorporated
Condensed Consolidated Statements of Income
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
| (in thousands, except per share amounts) |
|
2009 |
|
|
2008 |
|
| |
Interest and fee income |
|
|
|
|
|
|
|
|
Loans and leases |
|
|
|
|
|
|
|
|
Taxable |
|
$ |
497,588 |
|
|
$ |
658,470 |
|
Tax-exempt |
|
|
1,098 |
|
|
|
1,736 |
|
Investment securities |
|
|
|
|
|
|
|
|
Taxable |
|
|
55,461 |
|
|
|
53,895 |
|
Tax-exempt |
|
|
4,755 |
|
|
|
7,354 |
|
Other |
|
|
11,055 |
|
|
|
31,956 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
569,957 |
|
|
|
753,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
Deposits |
|
|
187,569 |
|
|
|
274,883 |
|
Short-term borrowings |
|
|
681 |
|
|
|
19,156 |
|
Federal Home Loan Bank advances |
|
|
6,234 |
|
|
|
33,720 |
|
Subordinated notes and other long-term debt |
|
|
37,968 |
|
|
|
48,828 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
232,452 |
|
|
|
376,587 |
|
|
|
|
|
|
|
|
Net interest income |
|
|
337,505 |
|
|
|
376,824 |
|
Provision for credit losses |
|
|
291,837 |
|
|
|
88,650 |
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses |
|
|
45,668 |
|
|
|
288,174 |
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
69,878 |
|
|
|
72,668 |
|
Brokerage and insurance income |
|
|
39,948 |
|
|
|
36,560 |
|
Trust services |
|
|
24,810 |
|
|
|
34,128 |
|
Electronic banking |
|
|
22,482 |
|
|
|
20,741 |
|
Bank owned life insurance income |
|
|
12,912 |
|
|
|
13,750 |
|
Automobile operating lease income |
|
|
13,228 |
|
|
|
5,832 |
|
Mortgage banking income (loss) |
|
|
35,418 |
|
|
|
(7,063 |
) |
Securities gains |
|
|
2,067 |
|
|
|
1,429 |
|
Other income |
|
|
18,359 |
|
|
|
57,707 |
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
239,102 |
|
|
|
235,752 |
|
|
|
|
|
|
|
|
Personnel costs |
|
|
175,932 |
|
|
|
201,943 |
|
Outside data processing and other services |
|
|
32,432 |
|
|
|
34,361 |
|
Net occupancy |
|
|
29,188 |
|
|
|
33,243 |
|
Equipment |
|
|
20,410 |
|
|
|
23,794 |
|
Amortization of intangibles |
|
|
17,135 |
|
|
|
18,917 |
|
Professional services |
|
|
18,253 |
|
|
|
9,090 |
|
Marketing |
|
|
8,225 |
|
|
|
8,919 |
|
Automobile operating lease expense |
|
|
10,931 |
|
|
|
4,506 |
|
Telecommunications |
|
|
5,890 |
|
|
|
6,245 |
|
Printing and supplies |
|
|
3,572 |
|
|
|
5,622 |
|
Goodwill impairment |
|
|
2,602,713 |
|
|
|
— |
|
Other expense |
|
|
45,088 |
|
|
|
23,841 |
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
2,969,769 |
|
|
|
370,481 |
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(2,684,999 |
) |
|
|
153,445 |
|
(Benefit) provision for income taxes |
|
|
(251,792 |
) |
|
|
26,377 |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(2,433,207 |
) |
|
$ |
127,068 |
|
|
|
|
|
|
|
|
Dividends declared on preferred shares |
|
|
58,793 |
|
|
|
— |
|
|
|
|
|
|
|
|
Net
(loss) income applicable to common shares |
|
$ |
(2,492,000 |
) |
|
$ |
127,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares — basic |
|
|
366,919 |
|
|
|
366,235 |
|
Average common shares — diluted |
|
|
366,919 |
|
|
|
367,208 |
|
|
|
|
|
|
|
|
|
|
Per common share |
|
|
|
|
|
|
|
|
Net income — basic |
|
$ |
(6.79 |
) |
|
$ |
0.35 |
|
Net income — diluted |
|
|
(6.79 |
) |
|
|
0.35 |
|
Cash dividends declared |
|
|
0.010 |
|
|
|
0.265 |
|
See
notes to unaudited condensed consolidated financial statements.
74
Huntington Bancshares Incorporated
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
| |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
| |
|
Series B |
|
|
Series A |
|
|
Common Stock |
|
|
Capital |
|
|
Treasury Stock |
|
|
Comprehensive |
|
|
Retained |
|
|
|
|
| (in thousands) |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Surplus |
|
|
Shares |
|
|
Amount |
|
|
Loss |
|
|
Earnings |
|
|
Total |
|
| |
Three Months Ended March 31, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
367,001 |
|
|
$ |
3,670 |
|
|
$ |
5,237,783 |
|
|
|
(739 |
) |
|
$ |
(14,391 |
) |
|
$ |
(49,611 |
) |
|
$ |
771,689 |
|
|
$ |
5,949,140 |
|
Cumulative effect of change in accounting principle
for fair value of assets and libilities, net of tax of ($803) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,491 |
|
|
|
1,491 |
|
Cumulative effect of changing measurement date
provisions for pension and post-retirement assets
and obligations, net of tax of $4,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,834 |
) |
|
|
(4,195 |
) |
|
|
(8,029 |
) |
Cumulative effect of change in accounting
principle for noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,950 |
|
|
|
1,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period — as adjusted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
367,001 |
|
|
|
3,670 |
|
|
|
5,237,783 |
|
|
|
(739 |
) |
|
|
(14,391 |
) |
|
|
(53,445 |
) |
|
|
770,935 |
|
|
|
5,944,552 |
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,068 |
|
|
|
127,068 |
|
Unrealized net losses on investment securities
arising during the period, net of reclassification (1)
for net realized gains, net of tax of $37,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69,385 |
) |
|
|
|
|
|
|
(69,385 |
) |
Unrealized losses on cash flow hedging derivatives,
net of tax of $132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(246 |
) |
|
|
|
|
|
|
(246 |
) |
Amortization included in net periodic benefit costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss, net of tax of ($281) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
522 |
|
|
|
|
|
|
|
522 |
|
Prior service costs, net of tax of ($84) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157 |
|
|
|
|
|
|
|
157 |
|
Transition obligation, net of tax of ($97) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared ($0.265 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(97,062 |
) |
|
|
(97,062 |
) |
Recognition of the fair value of
share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,654 |
|
Other share-based compensation activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
— |
|
|
|
(219 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64 |
) |
|
|
(283 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(185 |
) |
|
|
(42 |
) |
|
|
(443 |
) |
|
|
|
|
|
|
70 |
|
|
|
(558 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Balance, end of period |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
367,007 |
|
|
$ |
3,670 |
|
|
$ |
5,241,033 |
|
|
|
(781 |
) |
|
$ |
(14,834 |
) |
|
$ |
(122,217 |
) |
|
$ |
800,947 |
|
|
$ |
5,908,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
1,398 |
|
|
$ |
1,308,667 |
|
|
|
569 |
|
|
$ |
569,000 |
|
|
|
366,972 |
|
|
$ |
3,670 |
|
|
$ |
5,322,428 |
|
|
|
(915 |
) |
|
$ |
(15,530 |
) |
|
$ |
(326,693 |
) |
|
$ |
365,599 |
|
|
$ |
7,227,141 |
|
Cumulative effect of change in accounting
principle for noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,765 |
|
|
|
1,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period — as adjusted |
|
|
1,398 |
|
|
|
1,308,667 |
|
|
|
569 |
|
|
|
569,000 |
|
|
|
366,972 |
|
|
|
3,670 |
|
|
|
5,322,428 |
|
|
|
(915 |
) |
|
|
(15,530 |
) |
|
|
(326,693 |
) |
|
|
367,364 |
|
|
|
7,228,906 |
|
| |
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,433,207 |
) |
|
|
(2,433,207 |
) |
Unrealized net gains on investment securities
arising during the period, net of reclassification (1)
for net realized gains, net of tax of ($25,506) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,684 |
|
|
|
|
|
|
|
46,684 |
|
Unrealized losses on cash flow hedging derivatives,
net of tax of $581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,079 |
) |
|
|
|
|
|
|
(1,079 |
) |
Amortization included in net periodic benefit costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss, net of tax of ($610) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,134 |
|
|
|
|
|
|
|
1,134 |
|
Prior service costs, net of tax of ($88) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164 |
|
|
|
|
|
|
|
164 |
|
Transition obligation, net of tax of ($97) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,386,124 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of
Preferred Series A stock |
|
|
|
|
|
|
|
|
|
|
(114 |
) |
|
|
(114,109 |
) |
|
|
24,591 |
|
|
|
246 |
|
|
|
141,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,742 |
) |
|
|
— |
|
Amortization of discount |
|
|
|
|
|
|
3,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,908 |
) |
|
|
— |
|
Cash dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
Common ($0.01 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,593 |
) |
|
|
(3,593 |
) |
Preferred
Series B ($12.50 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,476 |
) |
|
|
(17,476 |
) |
Preferred
Series A ($21.25 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,667 |
) |
|
|
(9,667 |
) |
Recognition of the fair value of
share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,823 |
|
Other share-based compensation activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
— |
|
|
|
(255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58 |
) |
|
|
(313 |
) |
Other |
|
|
|
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,144 |
) |
|
|
1 |
|
|
|
1,308 |
|
|
|
21 |
|
|
|
(305 |
) |
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
|
1,398 |
|
|
$ |
1,312,875 |
|
|
|
455 |
|
|
|
454,891 |
|
|
|
391,596 |
|
|
$ |
3,916 |
|
|
$ |
5,465,457 |
|
|
|
(914 |
) |
|
$ |
(14,222 |
) |
|
$ |
(279,589 |
) |
|
$ |
(2,128,592 |
) |
|
$ |
4,814,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Reclassification adjustments represent net unrealized gains or losses as of December 31 of
the prior year on investment securities that were sold during the current year.
For the three months ended March 31, 2009 and 2008, the reclassification adjustments were $1,344, net of tax of ($723), and $929, net of tax of ($500), respectively. |
See notes to unaudited condensed consolidated financial statements.
75
Huntington Bancshares Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(2,433,207 |
) |
|
$ |
127,068 |
|
Adjustments
to reconcile net (loss) income to net cash provided by
(used for) operating activites: |
|
|
|
|
|
|
|
|
Impairment of goodwill |
|
|
2,602,713 |
|
|
|
— |
|
Provision for credit losses |
|
|
291,837 |
|
|
|
88,650 |
|
Depreciation and amortization |
|
|
53,756 |
|
|
|
59,125 |
|
Change in current and deferred income taxes |
|
|
(141,170 |
) |
|
|
135,936 |
|
Net proceeds from (purchases of) trading account securities |
|
|
856,215 |
|
|
|
(214,132 |
) |
Originations of loans held for sale |
|
|
(1,529,276 |
) |
|
|
(1,026,797 |
) |
Principal payments on and proceeds from loans held for sale |
|
|
1,408,133 |
|
|
|
865,360 |
|
Other, net |
|
|
(49,429 |
) |
|
|
(40,670 |
) |
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities |
|
|
1,059,572 |
|
|
|
(5,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Decrease
(increase) in interest bearing deposits in banks |
|
|
9,420 |
|
|
|
(51,512 |
) |
Proceeds from: |
|
|
|
|
|
|
|
|
Maturities and calls of investment securities |
|
|
130,943 |
|
|
|
108,541 |
|
Sales of investment securities |
|
|
634,463 |
|
|
|
133,269 |
|
Purchases of investment securities |
|
|
(743,264 |
) |
|
|
(162,087 |
) |
Net proceeds from sales of loans |
|
|
949,398 |
|
|
|
— |
|
Net loan and
lease activity, excluding sales |
|
|
(106,706 |
) |
|
|
(1,006,819 |
) |
Purchases of operating lease assets |
|
|
(102 |
) |
|
|
(72,396 |
) |
Proceeds from sale of operating lease assets |
|
|
1,637 |
|
|
|
10,639 |
|
Purchases of premises and equipment |
|
|
(14,946 |
) |
|
|
(13,629 |
) |
Proceeds from sales of other real estate |
|
|
5,959 |
|
|
|
13,315 |
|
Other, net |
|
|
371 |
|
|
|
5,393 |
|
|
|
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
867,173 |
|
|
|
(1,035,286 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Increase in deposits |
|
|
1,127,617 |
|
|
|
367,188 |
|
(Decrease) increase in short-term borrowings |
|
|
(297,472 |
) |
|
|
536,335 |
|
Maturity/redemption of subordinated notes |
|
|
(26,050 |
) |
|
|
(50,000 |
) |
Proceeds from Federal Home Loan Bank advances |
|
|
201,083 |
|
|
|
602,771 |
|
Maturity/redemption of Federal Home Loan Bank advances |
|
|
(1,832,219 |
) |
|
|
(2,261 |
) |
Proceeds from issuance of long-term debt |
|
|
598,200 |
|
|
|
— |
|
Maturity of long-term debt |
|
|
(199,410 |
) |
|
|
(44,211 |
) |
Dividends paid on preferred stock |
|
|
(29,761 |
) |
|
|
— |
|
Dividends paid on common stock |
|
|
(40,257 |
) |
|
|
(96,797 |
) |
Other, net |
|
|
(313 |
) |
|
|
(283 |
) |
|
|
|
|
|
|
|
Net cash (used for) provided by financing activities |
|
|
(498,582 |
) |
|
|
1,312,742 |
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
1,428,163 |
|
|
|
271,996 |
|
Cash and
cash equivalents at beginning of period |
|
|
844,668 |
|
|
|
2,009,246 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
2,272,831 |
|
|
$ |
2,281,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
|
Income taxes refunded |
|
$ |
110,622 |
|
|
$ |
109,559 |
|
Interest paid |
|
|
256,654 |
|
|
|
375,258 |
|
Non-cash activities |
|
|
|
|
|
|
|
|
Common stock dividends accrued, paid in subsequent quarter |
|
|
3,011 |
|
|
|
77,027 |
|
Preferred stock dividends accrued, paid in subsequent quarter |
|
|
18,600 |
|
|
|
— |
|
See notes to unaudited condensed consolidated financial statements.
76
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 — Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Huntington
Bancshares Incorporated (Huntington or the Company) reflect all adjustments consisting of normal
recurring accruals, which are, in the opinion of Management, necessary for a fair presentation of
the consolidated financial position, the results of operations, and cash flows for the periods
presented. These unaudited condensed consolidated financial statements have been prepared
according to the rules and regulations of the Securities and Exchange Commission (SEC) and,
therefore, certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States (GAAP)
have been omitted. The Notes to Consolidated Financial Statements appearing in Huntington’s 2008
Annual Report on Form 10-K (2008 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.
Certain amounts in the prior-year’s financial statements have been reclassified to conform to
the current period presentation.
For statement of cash flows purposes, cash and cash equivalents are defined as the sum of
“Cash and due from banks” and “Federal funds sold and securities purchased under resale
agreements.”
Note 2 — New Accounting Pronouncements
FASB Statement No. 141 (Revised 2008), Business Combinations (Statement No. 141R) — Statement No.
141R was issued in December 2007. The revised statement requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited exceptions specified
in the Statement. Statement No. 141R required prospective application for business combinations
consummated in fiscal years beginning on or after December 15, 2008. The Franklin restructuring
transaction described in Note 3 was accounted for under this standard.
FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements — an
amendment of ARB No. 51 (Statement No. 160) — Statement No. 160 was issued in December 2007. The
Statement requires that noncontrolling interests in subsidiaries be initially measured at fair
value and classified as a separate component of equity. The Statement is effective for fiscal years
beginning on or after December 15, 2008. The adoption of this new Statement did not have a material
impact on Huntington’s condensed consolidated financial statements.
FASB Statement No. 163, Accounting for Financial Guarantee Insurance Contracts —an interpretation
of FASB Statement No. 60 (Statement No. 163) — Statement No. 163 requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured event) when there is
evidence that credit deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement No. 60 applies to financial guarantee insurance contracts, including
the recognition and measurement to be used to account for premium revenue and claim liabilities.
This Statement requires expanded disclosures about financial guarantee insurance contracts. This
Statement is effective for financial statements issued for fiscal years and interim periods
beginning after December 15, 2008. The adoption of this Statement did not have a material impact
on the Huntington’s condensed consolidated financial statements.
FASB Staff Position (FSP) FAS 157-4, Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly (FSP FAS 157-4). FSP FAS 157-4 was issued in April 2009. The FSP reaffirms the exit price
fair value measurement guidance in Statement No. 157 and also provides additional guidance for
estimating fair value in accordance with Statement No. 157 when the volume and level of activity
for the asset or liability have significantly decreased. This FSP is effective for interim
reporting periods ending after June 15, 2009. Management is currently evaluating the impact that
the FSP could have on the Company’s results of operations.
77
FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP
FAS 115-2 and FAS 124-2). FSP FAS 115-2 and FAS 124-2 were issued in April 2009. This FSP amends
the other-than-temporary impairment (OTTI) guidance in US GAAP for debt securities and includes
additional presentation and disclosure requirements for both debt and equity securities. This FSP
is effective for interim reporting periods ending after June 15, 2009. The adoption of FSP FAS
115-2 and FAS 124-2 would require an adjustment to retained earnings and other comprehensive income
(OCI) in the period of adoption to reclassify non-credit related impairment to OCI for securities
that the Company does not intend to sell (and will not more likely than not be required to sell).
Management is currently evaluating the impact that the FSP could have on the Company’s results of
operations.
FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS
107-1 and APB 28-1). FSP FAS 107-1 and APB 28-1 were issued in April 2009. The FSP requires
disclosures about fair value of financial instruments for interim reporting periods of publicly
traded companies as well as in annual financial statements. This FSP is effective for interim
reporting periods ending after June 15, 2009.
FSP FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets (FSP FAS
132(R)-1). FSP FAS 132(R)-1 was issued in December 2008. This FSP requires additional disclosures
about plan assets in an employer’s defined benefit pension and other postretirement plans. This
FSP is effective for fiscal years ending after December 15, 2009.
Note 3 — Loans and Leases
Franklin Credit Management relationship
Franklin Credit Management Corporation (Franklin) is a specialty consumer finance company
primarily engaged in servicing residential mortgage loans. Prior to March 31, 2009, Franklin owned
a portfolio of loans secured by first and second liens on 1-4 family residential properties. At
December 31, 2008, Huntington’s total loans outstanding to Franklin were $650.2 million, all of
which were placed on nonaccrual status. Additionally, the specific ALLL for the Franklin portfolio
was $130.0 million, resulting in a net exposure to Franklin at December 31, 2008 of $520.2 million.
On March 31, 2009, Huntington entered into a transaction with Franklin whereby a Huntington
wholly-owned REIT subsidiary (REIT) exchanged a non controlling amount of certain equity
interests for a 100% interest in Franklin Asset Merger Sub, LLC (Merger Sub), a wholly owned
subsidiary of Franklin. This was accomplished by merging Merger Sub into a wholly-owned
subsidiary of REIT. Merger Sub’s sole assets were two trust participation certificates evidencing
84% ownership rights in a trust (New Trust) which holds all the underlying consumer loans and OREO
that were formerly collateral for the Franklin commercial loans. The equity interests provided to
Franklin by REIT were pledged by Franklin as collateral for the Franklin commercial loans.
New Trust is a variable interest entity under FASB Interpretation No 46R, Consolidation of
Variable Interest Entities (revised December 2003)- an interpretation of ARB No. 51 (FIN 46R), and,
as a result of Huntington’s 84% participation certificates, New
Trust was consolidated into
Huntington’s financial results. As required by FIN 46R, the consolidation is treated as a business
combination under Statement No. 141R with the fair value of the equity interests issued to Franklin
representing the acquisition price. The assets of New Trust, which include first and second lien
mortgage loans and OREO properties, were recorded at their fair
values of $494 million and $80 million, respectively. AICPA
Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer
(SOP 03-3), provides guidance for accounting for acquired loans, such as these, that have
experienced a deterioration of credit quality at the time of acquisition for which it is probable
that the investor will be unable to collect all contractually required payments.
Under SOP 03-3, the excess of cash flows expected at acquisition over the estimated fair value
is referred to as the accretable discount and is recognized in interest income over the remaining
life of the loan, or pool of loans, in situations where there is a reasonable expectation about the
timing and amount of cash flows expected to be collected. The difference between the contractually
required payments at acquisition and the cash flows expected to be collected at acquisition,
considering the impact of prepayments, is referred to as the nonaccretable discount. Subsequent
decreases to the expected cash flows will generally result in a charge to the provision for credit
losses and an increase to the allowance for loan and lease losses. Subsequent increases in cash flows result
in reversal of any nonaccretable discount (or allowance for loan and lease losses to the extent any has been
recorded) with a positive impact on interest income. The measurement of undiscounted cash flows
involves assumptions and judgments for credit risk, interest rate risk, prepayment risk, default
rates, loss severity, payment
speeds, and collateral values. All of these factors are inherently subjective and significant
changes in the cash flow estimates over the life of the loan can result.
78
The portfolio of first and second lien Franklin mortgage loans have been accounted for under
SOP 03-3 in the 2009 first quarter. No allowance for credit losses related to these loans was recorded
at the acquisition date. A $39.8 million difference between the fair value of the loans and the
expected cash flows was recognized as an accretable discount that will be recognized over the
contractual term of the loans. A $1.1 billion difference between the unpaid principal balance of
the loans and the expected cash flows was recognized as a nonaccretable discount. Any future
increases to expected cash flows will be recognized as a yield adjustment over the remaining term
of the respective loan. Any future decreases to expected cash flows will be recognized through an
additional allowance for credit losses.
The fair values of the acquired mortgage loans and OREO assets were based upon a market
participant model and calculated in accordance with FASB Statement No. 157, Fair Value Measurements
(Statement No. 157). Under this market participant model, expected cash flows for 1st lien
mortgages were calculated based upon the net expected foreclosure proceeds of the collateral
underlying each mortgage loan. Updated appraisals or other indicators of value provided the basis
for estimating cash flows. Sales proceeds from the underlying collateral were estimated to be
received over a one to three year period, depending on the delinquency status of the loan.
Expected proceeds were reduced assuming housing price depreciation of
18%, 12%, and 0% over each year of the
next three years of expected collections, respectively. Interest cash flows were estimated to be
received for a limited time on each portfolio. The resulting cash
flows were discounted at an 18%
rate of return. Limited value was assigned to all second lien
mortgages because, after considering the
house price depreciation rates above, little if any proceeds would be realized.
The consolidation of New Trust resulted in the recording of a $95.8 million liability,
representing the 16% of New Trust certificates not acquired by Huntington. These certificates were
retained by Franklin.
In accordance with Statement No. 141R, Huntington has recorded a net deferred tax asset of
$159.9 million related to the difference between the tax basis and the book basis in the acquired
assets. Because the acquisition price, represented by the equity interests in the Huntington
wholly-owned subsidiary, was equal to the fair value of the 84% interest in the New Trust
participant certificate, no goodwill was created from the transaction. The recording of the
net deferred tax asset was a bargain purchase under Statement
No. 141R, and was recorded as tax
benefit in the current period.
Subsequent to the transaction, $127 million of the acquired current mortgage loans accrue
interest while $366 million were on nonaccrual. Management has concluded that it cannot reliably
estimate the timing of collection of cash flows for delinquent first
and second lien mortgages, because
the majority of the expected cash flows for the delinquent portfolio will result from the
foreclosure and subsequent disposition of the underlying collateral supporting the loans.
Single Family Home Builders
At March 31, 2009 and December 31, 2008, Huntington had $1.2 billion and $1.6 billion of loans
to single family homebuilders, including loans made to both middle market and small business
homebuilders. The decline is primarily the result of a first quarter
reclassification of loans from commercial real estate to commercial
and industrial. Such loans represented 3% and 4% of total loans and leases at March 31, 2009 and
December 31, 2008, respectively. Of this portfolio at March 31, 2009, 68% were to finance projects
currently under construction, 16% to finance land under development, and 16% to finance land held
for development.
The housing market across Huntington’s geographic footprint remained stressed, reflecting
relatively lower sales activity, declining prices, and excess inventories of houses to be sold,
particularly impacting borrowers in our eastern Michigan and northern Ohio regions. Further, a
portion of the loans extended to borrowers located within Huntington’s geographic regions was to
finance projects outside of our geographic regions. The Company anticipates the residential
developer market will continue to be depressed, and anticipates continued pressure on the single
family home builder segment throughout 2009. Huntington has taken the following steps to mitigate
the risk arising from this exposure: (a) all loans greater than $50 thousand within this portfolio
have been reviewed continuously over the past 18 months and continue to be monitored, (b) credit
valuation adjustments have been made when appropriate based on the current condition of each
relationship, and (c) reserves have been increased based on proactive risk identification and
thorough borrower analysis.
79
Retail properties
Huntington’s portfolio of commercial real estate loans secured by retail properties totaled
$2.4 billion and $2.3 billion, or approximately 6% of total loans and leases, at March 31, 2009 and
December 31, 2008, respectively. Credit approval in this loan segment is generally dependant on
pre-leasing requirements, and net operating income from the project must cover interest expense
when the loan is fully funded.
The weakness of the economic environment in the Company’s geographic regions significantly
impacted the projects that secure the loans in this portfolio segment. Increased unemployment
levels compared with recent years, and the expectation that these levels will continue to increase
for the foreseeable future, are expected to adversely affect our borrowers’ ability to repay these
loans. Huntington is currently performing a detailed review of all loans in this portfolio
segment. Collateral characteristics of individual loans including project type (strip center, big
box store, etc.), geographic location by zip code, lease-up status, and tenant information (anchor
and other) are being analyzed. Portfolio management models are being refined to provide
information related to credit, concentration and other risks, which will allow for improved
forward-looking identification and proactive management of risk in this portfolio segment.
Home Equity and Residential Mortgage Loans
There is a potential for loan products to contain contractual terms that give rise to a
concentration of credit risk that may increase a lending institution’s exposure to risk of
nonpayment or realization. Examples of these contractual terms include loans that permit negative
amortization, a loan-to-value of greater than 100%, and option adjustable-rate mortgages.
Huntington does not offer mortgage loan products that contain these terms. Home equity loans
totaled $7.7 billion and $7.6 billion at March 31, 2009 and December 31, 2008, respectively, or
19%, and 18% of total loans at the end of each respective period.
As
part of the Company’s loss mitigation process, Huntington
increased its efforts in 2008 and 2009 to
re-underwrite, modify, or restructure loans when borrowers are experiencing payment difficulties,
and these loan restructurings are based on the borrower’s ability to repay the loan.
80
Note 4 — Investment Securities
Listed below are the contractual maturities (under 1 year, 1-5 years, 6-10 years, and over 10
years) of investment securities at March 31, 2009, December 31, 2008, and March 31, 2008:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31, 2009 |
|
|
December 31, 2008 |
|
|
March 31, 2008 |
|
| |
|
Amortized |
|
|
|
|
|
|
Amortized |
|
|
|
|
|
|
Amortized |
|
|
|
|
| (in thousands of dollars) |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
U.S. Treasury |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
$ |
50,779 |
|
|
$ |
50,815 |
|
|
$ |
11,141 |
|
|
$ |
11,157 |
|
|
$ |
200 |
|
|
$ |
203 |
|
1-5 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
250 |
|
|
|
255 |
|
6-10 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Over 10 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Treasury |
|
|
50,779 |
|
|
|
50,815 |
|
|
|
11,141 |
|
|
|
11,157 |
|
|
|
450 |
|
|
|
458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal agencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
1-5 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
6-10 years |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Over 10 years |
|
|
1,711,937 |
|
|
|
1,742,398 |
|
|
|
1,625,655 |
|
|
|
1,627,580 |
|
|
|
1,485,348 |
|
|
|
1,497,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed Federal
agencies |
|
|
1,711,938 |
|
|
|
1,742,399 |
|
|
|
1,625,656 |
|
|
|
1,627,581 |
|
|
|
1,485,349 |
|
|
|
1,497,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary Liquidity Guarantee
Program (TLGP) securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
1-5 years |
|
|
186,321 |
|
|
|
186,534 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
6-10 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Over 10 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TLGP securities |
|
|
186,321 |
|
|
|
186,534 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other agencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
|
1,456 |
|
|
|
1,505 |
|
|
|
— |
|
|
|
— |
|
|
|
100,839 |
|
|
|
100,797 |
|
1-5 years |
|
|
1,079,455 |
|
|
|
1,094,020 |
|
|
|
579,546 |
|
|
|
595,912 |
|
|
|
66,477 |
|
|
|
67,042 |
|
6-10 years |
|
|
7,260 |
|
|
|
7,522 |
|
|
|
7,954 |
|
|
|
8,328 |
|
|
|
10,017 |
|
|
|
10,278 |
|
Over 10 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other Federal agencies |
|
|
1,088,171 |
|
|
|
1,103,047 |
|
|
|
587,500 |
|
|
|
604,240 |
|
|
|
177,333 |
|
|
|
178,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Federal agencies |
|
|
3,037,209 |
|
|
|
3,082,795 |
|
|
|
2,224,297 |
|
|
|
2,242,978 |
|
|
|
1,663,132 |
|
|
|
1,676,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
61 |
|
|
|
61 |
|
1-5 years |
|
|
1,165 |
|
|
|
1,196 |
|
|
|
51,890 |
|
|
|
54,184 |
|
|
|
18,957 |
|
|
|
19,581 |
|
6-10 years |
|
|
50,938 |
|
|
|
54,177 |
|
|
|
216,433 |
|
|
|
222,086 |
|
|
|
202,679 |
|
|
|
205,501 |
|
Over 10 years |
|
|
67,631 |
|
|
|
69,598 |
|
|
|
441,825 |
|
|
|
434,076 |
|
|
|
492,953 |
|
|
|
490,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total municipal securities |
|
|
119,734 |
|
|
|
124,971 |
|
|
|
710,148 |
|
|
|
710,346 |
|
|
|
714,650 |
|
|
|
715,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private label CMO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
1-5 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
6-10 years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Over 10 years |
|
|
649,620 |
|
|
|
511,949 |
|
|
|
674,506 |
|
|
|
523,515 |
|
|
|
760,510 |
|
|
|
729,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total private label CMO |
|
|
649,620 |
|
|
|
511,949 |
|
|
|
674,506 |
|
|
|
523,515 |
|
|
|
760,510 |
|
|
|
729,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
1-5 years |
|
|
78,676 |
|
|
|
78,366 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
6-10 years |
|
|
132,190 |
|
|
|
131,670 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Over 10 years |
|
|
646,898 |
|
|
|
486,227 |
|
|
|
652,881 |
|
|
|
464,027 |
|
|
|
856,877 |
|
|
|
750,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total asset backed securities |
|
|
857,764 |
|
|
|
696,263 |
|
|
|
652,881 |
|
|
|
464,027 |
|
|
|
856,877 |
|
|
|
750,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 year |
|
|
1,349 |
|
|
|
1,351 |
|
|
|
549 |
|
|
|
552 |
|
|
|
1,701 |
|
|
|
1,701 |
|
1-5 years |
|
|
53,049 |
|
|
|
53,077 |
|
|
|
6,546 |
|
|
|
6,563 |
|
|
|
11,848 |
|
|
|
11,896 |
|
6-10 years |
|
|
1,106 |
|
|
|
1,127 |
|
|
|
798 |
|
|
|
811 |
|
|
|
598 |
|
|
|
599 |
|
Over 10 years |
|
|
64 |
|
|
|
136 |
|
|
|
64 |
|
|
|
136 |
|
|
|
64 |
|
|
|
113 |
|
Non-marketable equity securities |
|
|
427,772 |
|
|
|
427,772 |
|
|
|
427,973 |
|
|
|
427,973 |
|
|
|
417,601 |
|
|
|
417,601 |
|
Marketable equity securities |
|
|
9,840 |
|
|
|
8,891 |
|
|
|
8,061 |
|
|
|
7,556 |
|
|
|
8,829 |
|
|
|
9,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other |
|
|
493,180 |
|
|
|
492,354 |
|
|
|
443,991 |
|
|
|
443,591 |
|
|
|
440,641 |
|
|
|
440,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
$ |
5,157,507 |
|
|
$ |
4,908,332 |
|
|
$ |
4,705,823 |
|
|
$ |
4,384,457 |
|
|
$ |
4,435,810 |
|
|
$ |
4,313,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
Other securities include $240.6 million of stock issued by the Federal Home Loan Bank of
Cincinnati, $45.7 million of stock issued by the Federal Home Loan Bank of Indianapolis, and
$141.5 million of Federal Reserve Bank stock. Other securities also include corporate debt and
marketable equity securities. Huntington does not have any material equity positions in Fannie Mae
and Freddie Mac.
The following table is a summary of securities gains and losses for the three and nine months
ended March 31, 2009 and 2008:
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
Gross gains on sales of securities |
|
$ |
12,794 |
|
|
$ |
4,533 |
|
Gross (losses) on sales of securities |
|
|
(6,805 |
) |
|
|
— |
|
Other-than-temporary impairment recorded |
|
|
(3,922 |
) |
|
|
(3,104 |
) |
|
|
|
|
|
|
|
Total securities gain (loss) |
|
$ |
2,067 |
|
|
$ |
1,429 |
|
|
|
|
|
|
|
|
During the first quarter of 2009, Huntington sold $589.2 million of municipal securities for
$595.1 million.
As of March 31, 2009, management has evaluated all other investment securities with unrealized
losses and all non-marketable securities for impairment. The unrealized losses are primarily the
result of wider liquidity spreads on asset-backed securities and, additionally, increased market
volatility on non-agency mortgage and asset-backed securities that are backed by certain mortgage
loans. The fair values of these assets have been impacted by various market conditions. In
addition, the expected average lives of the asset-backed securities backed by trust preferred
securities have been extended, due to changes in the expectations of when the underlying securities
would be repaid. The contractual terms and/or cash flows of the investments do not permit the
issuer to settle the securities at a price less than the amortized cost. Huntington has reviewed
its asset-backed portfolio with independent third parties and does not believe there is any
other-than-temporary impairment from these securities other than what has already been recorded.
Huntington has the intent and ability to hold these investment securities until the fair value is
recovered, which may be maturity and, therefore, does not consider them to be
other-than-temporarily impaired at March 31, 2009.
Note 5 — Loan Sales and Securitizations
Residential Mortgage Loans
For the three months ended March 31, 2009 and 2008, Huntington sold $1.5 billion and $629.8
million of residential mortgage loans with servicing retained, resulting in net pre-tax gains of
$28.5 million and $3.7 million, respectively, recorded in mortgage banking income.
A mortgage servicing right (MSR) is established only when the servicing is contractually
separated from the underlying mortgage loans by sale or securitization of the loans with servicing
rights retained.
At initial recognition, the MSR asset is established at its fair value using assumptions that
are consistent with assumptions used to estimate the fair value of the total MSR portfolio.
Subsequent to initial capitalization, MSR assets are recorded using either the fair value method or
amortization method, depending on whether or not the Company will engage in actively hedging the
asset. During the 2009 first quarter, all new and existing MSRs were recorded using the fair value
method. MSRs are included in accrued income and other assets in the Company’s condensed
consolidated statement of financial position. Any increase or
decrease in the fair value of MSRs carried under the fair value
method during the
period is recorded as an increase or decrease in mortgage banking income, which is reflected in
non-interest income in the consolidated statements of income.
The following table is a summary of the changes in MSR fair value during the three months
ended March 31, 2009 and 2008:
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
Fair value, beginning of period |
|
$ |
167,438 |
|
|
$ |
207,894 |
|
New servicing assets created |
|
|
23,074 |
|
|
|
8,919 |
|
Change in fair value during the period due to: |
|
|
|
|
|
|
|
|
Time decay (1) |
|
|
(1,623 |
) |
|
|
(1,665 |
) |
Payoffs (2) |
|
|
(10,662 |
) |
|
|
(5,249 |
) |
Changes in valuation inputs or assumptions (3) |
|
|
(10,389 |
) |
|
|
(18,093 |
) |
|
|
|
|
|
|
|
Fair value, end of period |
|
$ |
167,838 |
|
|
$ |
191,806 |
|
|
|
|
|
|
|
|
82
| |
|
|
| (1) |
|
Represents decrease in value due to passage of time, including the impact from both
regularly scheduled loan principal payments and partial loan paydowns. |
| |
| (2) |
|
Represents decrease in value associated with loans that paid off during the period. |
| |
| (3) |
|
Represents change in value resulting primarily from market-driven changes in
interest rates. |
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.
A summary of key assumptions and the sensitivity of the MSR value at March 31, 2009 to changes
in these assumptions follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Decline in fair value |
|
| |
|
|
|
|
|
due to |
|
| |
|
|
|
|
|
10% |
|
|
20% |
|
| |
|
|
|
|
|
adverse |
|
|
adverse |
|
| (in thousands) |
|
Actual |
|
|
change |
|
|
change |
|
Constant pre-payment rate |
|
|
25.55 |
% |
|
$ |
(10,714 |
) |
|
$ |
(21,934 |
) |
Spread over forward interest rate swap rates |
|
578 |
bps |
|
|
(4,153 |
) |
|
|
(8,306 |
) |
MSR values are very sensitive to movements in interest rates as expected future net servicing
income depends on the projected outstanding principal balances of the underlying loans, which can
be greatly impacted by the level of prepayments. The Company hedges against changes in MSR fair
value attributable to changes in interest rates through a combination of derivative instruments and
trading securities.
Total servicing fees included in mortgage banking income amounted to $11.8 million and $10.9
million for the three months ended March 31, 2009 and 2008, respectively.
Automobile Loans
During the first quarter of 2009, Huntington transferred $1.0 billion automobile loans and
leases to a trust in a securitization transaction. The securitization qualified for sale
accounting under Statement No. 140. Huntington retained $210.9 million of the related securities
and recorded a $47.1 million retained residual interest as a result of the transaction. These
amounts are recorded in investment securities on Huntington’s condensed consolidated statement of
financial position. Huntington also recorded a $5.9 million loss in other non-interest income on
the condensed consolidated statement of income and recorded a $19.5 million servicing asset in
accrued income and other assets associated with this transaction.
Automobile loan servicing rights are accounted for under the amortization provision of FASB
Statement No. 156, Accounting for Servicing of Financial
Assets — An amendment of FASB Statement No.
140. A servicing asset is established at fair value at the time of the sale. The servicing asset
is then amortized against servicing income. Impairment, if any, is recognized when carrying value
exceeds the fair value as determined by calculating the present value of expected net future cash
flows. The primary risk characteristic for measuring servicing assets is payoff rates of the
underlying loan pools. Valuation calculations rely on the predicted payoff assumption and, if
actual payoff is quicker than expected, then future value would be impaired.
Changes in the carrying value of automobile loan servicing rights for the three months ended
March 31, 2009 and 2008, and the fair value at the end of each period were as follows:
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
Carrying value, beginning of period |
|
$ |
1,656 |
|
|
$ |
4,099 |
|
New servicing assets |
|
|
19,538 |
|
|
|
— |
|
Amortization |
|
|
(1,143 |
) |
|
|
(851 |
) |
|
|
|
|
|
|
|
Carrying value, end of period |
|
$ |
20,051 |
|
|
$ |
3,248 |
|
|
|
|
|
|
|
|
Fair value, end of period |
|
$ |
20,900 |
|
|
$ |
4,341 |
|
|
|
|
|
|
|
|
83
Huntington has retained servicing responsibilities on sold automobile loans and receives
annual servicing fees from 0.55% to 1.00% and other ancillary fees of approximately 0.40% to 0.50%
of the outstanding loan balances. Servicing income, net of amortization of capitalized servicing
assets, amounted to $1.2 million and $2.1 million for the three months ended March 31, 2009 and
2008, respectively.
Note 6 — Goodwill and Other Intangible Assets
Goodwill by line of business as of March 31, 2009, was as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Regional |
|
|
|
|
|
|
Treasury/ |
|
|
Huntington |
|
| (in thousands) |
|
Banking |
|
|
PFG |
|
|
Other |
|
|
Consolidated |
|
Balance, January 1, 2009 |
|
$ |
2,888,344 |
|
|
$ |
153,178 |
|
|
$ |
13,463 |
|
|
$ |
3,054,985 |
|
Adjustments |
|
|
(2,573,818 |
) |
|
|
(28,895 |
) |
|
|
(162 |
) |
|
|
(2,602,875 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2009 |
|
$ |
314,526 |
|
|
$ |
124,283 |
|
|
$ |
13,301 |
|
|
$ |
452,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets (Statement No.
142), goodwill is not amortized but is evaluated for impairment on an annual basis at October 1st
of each year or whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. During the first quarter of 2009, Huntington experienced a sustained decline
in its stock price, which was primarily attributable to the continuing economic slowdown and
increased market concern surrounding financial service companies’ credit risks and capital
positions as well as uncertainty related to increased regulatory supervision and intervention.
Huntington determined that these changes would more likely than not reduce the fair value of
certain reporting units below their carrying amounts. Therefore, Huntington performed a goodwill
impairment test during the first quarter of 2009.
The first step (Step 1) of impairment testing requires a comparison of each reporting unit’s
fair value to carrying value to identify potential impairment. Huntington identified four reporting
units: Regional Banking, the Private Financial Group (PFG), Insurance, and Auto Finance and Dealer
Services (AFDS). Although Insurance is included within PFG for business segment reporting, it was
evaluated as a separate reporting unit for impairment testing since it contains separately
identifiable goodwill. Based on the results of the Step 1 test as defined in Statement No. 142, the
Regional Banking and Insurance reporting units carrying amounts, including goodwill, exceeded their
related fair values. To determine the fair value of the Regional Banking reporting unit, both an
income (discounted cash flows) and market approach were utilized. To determine the fair value of
the Insurance reporting unit, a market approach was utilized. Upon completion of the Step 2 test,
Huntington determined that the Regional Banking and Insurance reporting units’ goodwill carrying
amounts exceeded their implied fair values by $2,574 million and $29 million, respectively. The
resulting $2,603 million goodwill impairment charge was recorded in the first quarter of 2009.
At March 31, 2009, December 31, 2008, and March 31, 2008, Huntington’s other intangible assets
consisted of the following:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Gross |
|
|
Accumulated |
|
|
Net |
|
| (in thousands) |
|
Carrying Amount |
|
|
Amortization |
|
|
Carrying Value |
|
March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangible |
|
$ |
373,300 |
|
|
$ |
(125,495 |
) |
|
$ |
247,805 |
|
Customer relationship |
|
|
104,574 |
|
|
|
(19,087 |
) |
|
|
85,487 |
|
Other |
|
|
29,327 |
|
|
|
(23,047 |
) |
|
|
6,280 |
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets |
|
$ |
507,201 |
|
|
$ |
(167,629 |
) |
|
$ |
339,572 |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangible |
|
$ |
373,300 |
|
|
$ |
(111,163 |
) |
|
$ |
262,137 |
|
Customer relationship |
|
|
104,574 |
|
|
|
(16,776 |
) |
|
|
87,798 |
|
Other |
|
|
29,327 |
|
|
|
(22,559 |
) |
|
|
6,768 |
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets |
|
$ |
507,201 |
|
|
$ |
(150,498 |
) |
|
$ |
356,703 |
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangible |
|
$ |
373,300 |
|
|
$ |
(62,334 |
) |
|
$ |
310,966 |
|
Customer relationship |
|
|
104,574 |
|
|
|
(9,490 |
) |
|
|
95,084 |
|
Other |
|
|
23,655 |
|
|
|
(20,650 |
) |
|
|
3,005 |
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets |
|
$ |
501,529 |
|
|
$ |
(92,474 |
) |
|
$ |
409,055 |
|
|
|
|
|
|
|
|
|
|
|
84
The estimated amortization expense of other intangible assets for the remainder of 2009 and the
next five years are as follows:
| |
|
|
|
|
| |
|
Amortization |
|
| (in thousands) |
|
Expense |
|
2009 |
|
$ |
50,647 |
|
2010 |
|
|
60,455 |
|
2011 |
|
|
53,310 |
|
2012 |
|
|
46,066 |
|
2013 |
|
|
40,429 |
|
2014 |
|
|
35,744 |
|
Note 7 — Shareholders’ Equity
Issuance of Convertible Preferred Stock
In the second quarter of 2008, Huntington completed the public offering of 569,000 shares of
8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (Series A Preferred Stock) with
a liquidation preference of $1,000 per share, resulting in an aggregate liquidation preference of
$569 million.
Each share of the Series A Preferred Stock is non-voting and may be converted at any time, at
the option of the holder, into 83.6680 shares of common stock of Huntington, which represents an
approximate initial conversion price of $11.95 per share of common stock (for a total of
approximately 38.1 million shares at March 31, 2009). The conversion rate and conversion price will
be subject to adjustments in certain circumstances. On or after April 15, 2013, at the option of
Huntington, the Series A Preferred Stock will be subject to mandatory conversion into Huntington’s
common stock at the prevailing conversion rate, if the closing price of Huntington’s common stock
exceeds 130% of the then applicable conversion price for 20 trading days during any 30 consecutive
trading day period.
During the 2009 first quarter, Huntington entered into agreements with various institutional
investors exchanging shares of common stock for shares of the Series A Preferred Stock held by
the institutional investors. The table below provides details of the aggregate activities:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
January 1, 2009 - |
|
|
April 1, 2009 - |
|
|
|
|
| (in whole amounts) |
|
March 31, 2009 |
|
|
April 2, 2009 |
|
|
Total |
|
Preferred shares exchanged |
|
|
114,109 |
|
|
|
20,000 |
|
|
|
134,109 |
|
Common shares issued: |
|
|
|
|
|
|
|
|
|
|
|
|
At stated convertible option |
|
|
9,547,272 |
|
|
|
1,673,360 |
|
|
|
11,220,632 |
|
As conversion inducement |
|
|
15,044,012 |
|
|
|
3,026,640 |
|
|
|
18,070,652 |
|
|
|
|
|
|
|
|
|
|
|
Total common shares issued: |
|
|
24,591,284 |
|
|
|
4,700,000 |
|
|
|
29,291,284 |
|
During the 2009 second quarter, Huntington completed a “discretionary equity issuance”
program. This program allowed the Company to take advantage of market
opportunities to issue 38.5 million new shares of common stock
worth $120 million. Sales of the common shares were made through
ordinary brokers’ transactions on the NASDAQ Global Select Market or otherwise at the prevailing
market prices. In addition to this program, the Company may consider
similar actions to those taken in the 2009 first quarter in the
future.
Troubled Asset Relief Program (TARP)
On November 14, 2008, Huntington received $1.4 billion of equity capital by issuing to the
U.S. Department of Treasury 1.4 million shares of Huntington’s 5.00% Series B Non-voting Cumulative
Preferred Stock, par value $0.01 per share with a liquidation preference of $1,000 per share, and a
ten-year warrant to purchase up to 23.6 million shares of Huntington’s common stock, par value
$0.01 per share, at an exercise price of $8.90 per share. The proceeds received were allocated to
the preferred stock and additional paid-in-capital based on their relative fair values. The
resulting discount on the preferred stock is amortized against retained earnings and is reflected
in Huntington’s consolidated statement of income as “Dividends on preferred shares”, resulting in
additional dilution to Huntington’s earnings per share. The warrants would be immediately
exercisable, in whole or in part, over a term of 10 years. The warrants were included in
Huntington’s diluted average common shares outstanding (subject to anti-dilution). Both the
preferred securities and warrants were accounted for as additions to Huntington’s regulatory Tier 1
and Total capital.
85
The Series B Preferred Stock is not mandatorily redeemable and will pay cumulative dividends
at a rate of 5% per year for the first five years and 9% per year thereafter. Huntington cannot
redeem the preferred securities during the first three years after issuance except with the
proceeds from a “qualified equity offering.” Any redemption requires Federal Reserve approval. The
Series B Preferred Stock will rank on equal priority with Huntington’s existing 8.50% Series A
Non-Cumulative Perpetual Convertible Preferred Stock.
A company that participates in the TARP must adopt certain standards for executive
compensation, including (a) prohibiting “golden parachute” payments as defined in the Emergency
Economic Stabilization Act of 2008 (EESA) to senior executive officers; (b) requiring recovery of
any compensation paid to senior executive officers based on criteria that is later proven to be
materially inaccurate; (c) prohibiting incentive compensation that encourages unnecessary and
excessive risks that threaten the value of the financial institution, and (d) accept restrictions
on the payment of dividends and the repurchase of common stock.
Note 8 — (Loss) Earnings per Share
Basic loss or earnings per share is the amount of (loss) earnings (adjusted for dividends
declared on preferred stock) available to each share of common stock outstanding during the
reporting period. Diluted (loss) earnings per share is the amount of loss or 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, distributions from deferred compensation
plans, and the conversion of the Company’s convertible preferred stock and warrants (See Note 7).
Potentially dilutive common shares are excluded from the computation of diluted earnings per share
in periods in which the effect would be antidilutive. For diluted (loss) earnings per share, net
(loss) income available to common shares can be affected by the conversion of the Company’s
convertible preferred stock. Where the effect of this conversion would be dilutive, net (loss)
income available to common shareholders is adjusted by the associated preferred dividends. The
calculation of basic and diluted (loss) earnings per share for the three months ended March 31,
2009 and 2008, was as follows:
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
| (in thousands, except per share amounts) |
|
2009 |
|
|
2008 |
|
Basic (loss) earnings per common share |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(2,433,207 |
) |
|
$ |
127,068 |
|
Preferred Class B and Class A stock dividends |
|
|
(27,143 |
) |
|
|
— |
|
Amortization of discount on issuance of Preferred Class B stock |
|
|
(3,908 |
) |
|
|
— |
|
Deemed dividend on conversion of Preferred Class A stock |
|
|
(27,742 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Net (loss) income available to common shareholders |
|
$ |
(2,492,000 |
) |
|
$ |
127,068 |
|
Average common shares issued and outstanding |
|
|
366,919 |
|
|
|
366,235 |
|
Basic (loss) earnings per common share |
|
$ |
(6.79 |
) |
|
$ |
0.35 |
|
| |
Diluted (loss) earnings per common share |
|
|
|
|
|
|
|
|
Net (loss) income available to common shareholders |
|
$ |
(2,492,000 |
) |
|
$ |
127,068 |
|
Effect of assumed preferred stock conversion |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Net (loss) income applicable to diluted earnings per share |
|
$ |
(2,492,000 |
) |
|
$ |
127,068 |
|
Average common shares issued and outstanding |
|
|
366,919 |
|
|
|
366,235 |
|
Dilutive potential common shares: |
|
|
|
|
|
|
|
|
Stock options and restricted stock units |
|
|
— |
|
|
|
204 |
|
Shares held in deferred compensation plans |
|
|
— |
|
|
|
769 |
|
Conversion of preferred stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Dilutive potential common shares: |
|
|
— |
|
|
|
973 |
|
|
|
|
|
|
|
|
Total diluted average common shares issued and outstanding |
|
|
366,919 |
|
|
|
367,208 |
|
Diluted (loss) earnings per common share |
|
$ |
(6.79 |
) |
|
$ |
0.35 |
|
Due to the loss attributable to common shareholders for the three months ended March 31, 2009,
no potentially dilutive shares are included in loss per share calculation as including such shares
in the calculation would reduce the reported loss per share. Options to purchase 25.0 million and
27.7 million shares during the three months ended March 31, 2009 and 2008, respectively, were
outstanding but were not included in the computation of diluted earnings per share because the
effect would have been antidilutive. The weighted average exercise price for these options was
$18.96 per share, and $20.57 per share at the end of each respective period.
86
Note 9 — Share-based Compensation
Huntington sponsors nonqualified and incentive share-based compensation plans. These plans
provide for the granting of stock options and other awards to officers, directors, and other
employees. Compensation costs are included in personnel costs on the consolidated statements of
income. Stock options are granted at the closing market price on the date of the grant. Options
vest ratably over three years or when other conditions are met. Options granted prior to May 2004
have a term of ten years. All options granted after May 2004 have a term of seven years.
Huntington uses the Black-Scholes option-pricing model to value share-based compensation
expense. This model assumes that the estimated fair value of options is amortized over the options’
vesting periods. Forfeitures are estimated at the date of grant based on historical rates and
reduce the compensation expense recognized. The risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the date of grant. Expected volatility is based on the estimated
volatility of Huntington’s stock over the expected term of the option. The expected dividend yield
is based on the dividend rate and stock price at the date of the grant. The following table
illustrates the weighted-average assumptions used in the option-pricing model for options granted
in each of the periods presented.
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
| |
|
2009 |
|
|
2008 |
|
Assumptions |
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
2.03 |
% |
|
|
3.22 |
% |
Expected dividend yield |
|
|
0.83 |
|
|
|
8.05 |
|
Expected volatility of Huntington’s common stock |
|
|
35.0 |
|
|
|
21.0 |
|
Expected option term (years) |
|
|
6.0 |
|
|
|
6.0 |
|
Weighted-average grant date fair value per share |
|
$ |
1.66 |
|
|
$ |
0.85 |
|
Total share-based compensation expense for the three months ended March 31, 2009 and 2008 was
$2.8 million and $3.7 million, respectively. Huntington also recognized $1.0 million and $1.3
million, respectively, in tax benefits for each of the three-months ended March 31, 2009 and 2008,
related to share-based compensation.
Huntington’s stock option activity and related information for the three months ended March
31, 2009, was as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
| |
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
|
|
| |
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
| |
|
|
|
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
| (in thousands, except per share amounts) |
|
Options |
|
|
Price |
|
|
Life (Years) |
|
|
Value |
|
Outstanding at January 1, 2009 |
|
|
26,289 |
|
|
$ |
19.45 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,015 |
|
|
|
4.90 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Forfeited/expired |
|
|
(2,305 |
) |
|
|
18.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2009 |
|
|
24,999 |
|
|
$ |
18.96 |
|
|
|
3.7 |
|
|
$ |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2009 |
|
|
20,947 |
|
|
$ |
20.42 |
|
|
|
3.3 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value represents the amount by which the fair value of underlying
stock exceeds the “in-the-money” option exercise price. There were no exercises of stock options in
the first three months of 2009 or 2008.
Huntington also grants restricted stock units and awards. Restricted stock units and awards
are issued at no cost to the recipient, and can be settled only in shares at the end of the vesting
period. Restricted stock awards provide the holder with full voting rights and cash dividends
during the vesting period. Restricted stock units do not provide the holder with voting rights or
cash dividends during the vesting period and are subject to certain service restrictions. The fair
value of the restricted stock units and awards is the closing market price of the Company’s common
stock on the date of award.
The following table summarizes the status of Huntington’s restricted stock units and
restricted stock awards as of March 31, 2009, and activity for the three months ended March 31,
2009:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
| |
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
| |
|
Restricted |
|
|
Grant Date |
|
|
Restricted |
|
|
Grant Date |
|
| |
|
Stock |
|
|
Fair Value |
|
|
Stock |
|
|
Fair Value |
|
| (in thousands, except per share amounts) |
|
Units |
|
|
Per Share |
|
|
Awards |
|
|
Per Share |
|
Nonvested at January 1, 2009 |
|
|
1,823 |
|
|
$ |
14.64 |
|
|
|
— |
|
|
$ |
— |
|
Granted |
|
|
4 |
|
|
|
1.63 |
|
|
|
74 |
|
|
|
1.66 |
|
Vested |
|
|
(41 |
) |
|
|
15.04 |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
(141 |
) |
|
|
15.86 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2009 |
|
|
1,645 |
|
|
$ |
14.49 |
|
|
|
74 |
|
|
$ |
1.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87
The weighted-average grant date fair value of nonvested shares granted for the three months
ended March 31, 2009 and 2008, were $1.66 and $13.08, respectively. The total fair value of awards
vested during each of the three months ended March 31, 2009 and 2008, was $0.1 million. As of March
31, 2009, the total unrecognized compensation cost related to nonvested awards was $9.0 million
with a weighted-average remaining expense recognition period of 1.8 years.
Of the 30.0 million shares of common stock authorized for issuance under the plans at March
31, 2009, 25.7 million were outstanding and 4.3 million were available for future grants.
Huntington issues shares to fulfill stock option exercises and restricted stock units from
available authorized shares. At March 31, 2009, the Company believes there are adequate authorized
shares to satisfy anticipated stock option exercises in 2009.
Note 10 — Fair Values of Assets and Liabilities
Huntington adopted FASB Statement No. 157, Fair Value Measurements (Statement No. 157) and
FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
(Statement No. 159) effective January 1, 2008. Huntington elected to apply the provisions of
Statement No. 159, the fair value option, for mortgage loans originated with the intent to sell
which are included in loans held for sale.
At March 31, 2009, mortgage loans held for sale had an aggregate fair value of $469.6 million
and an aggregate outstanding principal balance of $459.9 million. Interest income on these loans
is recorded in interest and fees on loans and leases. Included in mortgage banking income were net
gains resulting from changes in fair value of these loans, including net realized gains of $25.6
million and $5.8 million for the three months ended March 31, 2009 and 2008, respectively.
Statement No. 157 defines fair value as the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants on the measurement
date. Statement No. 157 also establishes a three-level valuation hierarchy for disclosure of fair
value measurements. The valuation hierarchy is based upon the transparency of inputs to the
valuation of an asset or liability as of the measurement date. The three levels are defined as
follows:
Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets.
Level 2 — inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable for the asset or liability, either
directly or indirectly, for substantially the full term of the financial instrument.
Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value
measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon the
lowest level of input that is significant to the fair value measurement.
Following is a description of the valuation methodologies used for instruments measured at
fair value, as well as the general classification of such instruments pursuant to the valuation
hierarchy.
Securities
Where quoted prices are available in an active market, securities are classified within Level 1 of
the valuation hierarchy. Level 1 securities include US Treasury and other federal agency
securities, and money market mutual funds. If quoted market prices are not available, then fair
values are estimated by using pricing models, quoted prices of securities with similar
characteristics, or discounted cash flows. Level 2 securities include US Government and agency
mortgage-backed securities and municipal securities. In certain cases where there is limited
activity or less transparency around inputs to the valuation, securities are classified within
Level 3 of the valuation hierarchy. Securities classified within Level 3 include asset backed
securities and private label CMOs, for which Huntington obtains third party pricing. With the
current market conditions, the assumptions used to determine the fair value of many Level 3
securities have greater subjectivity due to the lack of observable market transactions.
Mortgage loans held for sale
Mortgage loans held for sale are estimated using security prices for similar product types and,
therefore, are classified in Level 2.
Mortgage servicing rights
MSRs do not trade in an active, open market with readily observable prices. For example, sales of
MSRs do occur, but the precise terms and conditions typically are not readily available.
Accordingly, MSRs are classified in Level 3.
88
Equity Investments
Equity investments are valued initially based upon transaction price. The carrying values are then
adjusted from the transaction price to reflect expected exit values as evidenced by financing and
sale transactions with third parties, or when determination of a valuation adjustment is considered
necessary based upon a variety of factors including, but not limited to, current operating
performance and future expectations of the particular investment, industry valuations of comparable
public companies, and changes in market outlook. Due to the absence of quoted market prices and
inherent lack of liquidity and the long-term nature of such assets, these equity investments are
included in Level 3. Certain equity investments are accounted for under the equity method and,
therefore, are not subject to the fair value disclosure requirements.
Derivatives
Huntington uses derivatives for a variety of purposes including asset and liability management,
mortgage banking, and for trading activities. Level 1 derivatives consist of exchange traded
options and forward commitments to deliver mortgage backed securities which have quoted prices.
Level 2 derivatives include basic asset and liability conversion swaps and options, and interest
rate caps. Derivative instruments offered to customers are adjusted for credit considerations
related to the customer based upon individual credit considerations. These derivative positions
are valued using internally developed models that use readily observable market parameters.
Derivatives in Level 3 consist of interest rate lock agreements related to mortgage loan
commitments. The valuation includes assumptions related to the likelihood that a commitment will
ultimately result in a closed loan, which is a significant unobservable assumption.
Assets and Liabilities measured at fair value on a recurring basis
Assets and liabilities measured at fair value on a recurring basis at March 31, 2009 and 2008
are summarized below:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Value Measurements at Reporting Date Using |
|
|
Netting |
|
|
Balance at |
|
| (in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Adjustments (1) |
|
|
March 31, 2009 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading account securities |
|
$ |
56,144 |
|
|
$ |
27,410 |
|
|
|
|
|
|
|
|
|
|
$ |
83,554 |
|
Investment securities |
|
|
1,352,543 |
|
|
|
1,919,805 |
|
|
$ |
1,208,212 |
|
|
|
|
|
|
|
4,480,560 |
|
Mortgage loans held for sale |
|
|
|
|
|
|
469,560 |
|
|
|
|
|
|
|
|
|
|
|
469,560 |
|
Mortgage servicing rights |
|
|
|
|
|
|
|
|
|
|
167,838 |
|
|
|
|
|
|
|
167,838 |
|
Derivative assets |
|
|
474 |
|
|
|
589,682 |
|
|
|
9,580 |
|
|
$ |
(174,764 |
) |
|
|
424,972 |
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
32,480 |
|
|
|
|
|
|
|
32,480 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
|
10,262 |
|
|
|
353,757 |
|
|
|
65 |
|
|
|
(287,327 |
) |
|
|
76,757 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Value Measurements at Reporting Date Using |
|
|
Netting |
|
|
Balance at |
|
| (in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Adjustments (1) |
|
|
March 31, 2008 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading account securities |
|
$ |
34,544 |
|
|
$ |
1,212,333 |
|
|
|
|
|
|
|
|
|
|
$ |
1,246,877 |
|
Investment securities |
|
|
195,933 |
|
|
|
2,948,777 |
|
|
$ |
750,695 |
|
|
|
|
|
|
|
3,895,405 |
|
Mortgage loans held for sale |
|
|
|
|
|
|
565,913 |
|
|
|
|
|
|
|
|
|
|
|
565,913 |
|
Mortgage servicing rights |
|
|
|
|
|
|
|
|
|
|
191,806 |
|
|
|
|
|
|
|
191,806 |
|
Derivative assets |
|
|
5,042 |
|
|
|
315,238 |
|
|
|
3,107 |
|
|
$ |
(43,234 |
) |
|
|
280,153 |
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
35,345 |
|
|
|
|
|
|
|
35,345 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
|
6,037 |
|
|
|
191,324 |
|
|
|
159 |
|
|
|
(138,381 |
) |
|
|
59,139 |
|
| |
|
|
| (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. |
89
below:
The tables below present a rollforward of the balance sheet amounts for the three months ended
March 31, 2009 and 2008, 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 included changes in fair value due in part to observable factors that are part
of the valuation methodology. Transfers in and out of Level 3 are presented in the tables below at
fair value at the beginning of the reporting period.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Level 3 Fair Value Measurements |
|
| |
|
Three
Months Ended March 31, 2009 |
|
| |
|
Mortgage |
|
|
Net Interest |
|
|
Investment |
|
|
Equity |
|
| (in thousands) |
|
Servicing Rights |
|
|
Rate Locks |
|
|
Securities |
|
|
investments |
|
Balance, January 1, 2009 |
|
$ |
167,438 |
|
|
$ |
8,132 |
|
|
$ |
987,542 |
|
|
$ |
36,893 |
|
Total gains/losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings |
|
|
(1,988 |
) |
|
|
1,968 |
|
|
|
1,295 |
|
|
|
(1,320 |
) |
Included in other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
40,673 |
|
|
|
|
|
Purchases, issuances, and settlements |
|
|
2,388 |
|
|
|
(585 |
) |
|
|
226,251 |
|
|
|
(3,093 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2009 |
|
$ |
167,838 |
|
|
$ |
9,515 |
|
|
$ |
1,255,761 |
|
|
$ |
32,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains or losses for the period
included in earnings (or other comprehensive loss)
attributable to the change in unrealized gains or
losses relating to assets still held at reporting date |
|
$ |
(1,988 |
) |
|
$ |
1,382 |
|
|
$ |
41,968 |
|
|
$ |
(1,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Level 3 Fair Value Measurements |
|
| |
|
Three
Months Ended March 31, 2008 |
|
| |
|
Mortgage |
|
|
Net Interest |
|
|
Investment |
|
|
Equity |
|
| (in thousands) |
|
Servicing Rights |
|
|
Rate Locks |
|
|
Securities |
|
|
investments |
|
Balance, January 1, 2008 |
|
$ |
207,894 |
|
|
$ |
(46 |
) |
|
$ |
834,489 |
|
|
$ |
41,516 |
|
Total gains/losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings |
|
|
(16,737 |
) |
|
|
2,989 |
|
|
|
(3,317 |
) |
|
|
(8,777 |
) |
Included in other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
(71,017 |
) |
|
|
|
|
Purchases, issuances, and settlements |
|
|
649 |
|
|
|
5 |
|
|
|
(9,460 |
) |
|
|
2,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2008 |
|
$ |
191,806 |
|
|
$ |
2,948 |
|
|
$ |
750,695 |
|
|
$ |
35,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains or losses for the period
included in earnings (or other comprehensive loss)
attributable to the change in unrealized gains or
losses relating to assets still held at reporting date |
|
$ |
(16,737 |
) |
|
$ |
2,994 |
|
|
$ |
(74,334 |
) |
|
$ |
(2,877 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
90
The table below summarizes the classification of gains and losses due to changes in fair
value, recorded in earnings for Level 3 assets and liabilities for the three months ended March 31,
2009 and 2008.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Level 3 Fair Value Measurements |
|
| |
|
Three Months Ended March 31, 2009 |
|
| |
|
Mortgage |
|
|
Net Interest |
|
|
Investment |
|
|
Equity |
|
| (in thousands) |
|
Servicing Rights |
|
|
Rate Locks |
|
|
Securities |
|
|
Investments |
|
Classification of gains
and losses in earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking income |
|
$ |
(1,988 |
) |
|
$ |
1,968 |
|
|
|
|
|
|
|
|
|
Securities losses |
|
|
|
|
|
|
|
|
|
$ |
(3,937 |
) |
|
|
|
|
Interest and fee income |
|
|
|
|
|
|
|
|
|
|
5,232 |
|
|
|
|
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(1,988 |
) |
|
$ |
1,968 |
|
|
$ |
1,295 |
|
|
$ |
(1,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Level 3 Fair Value Measurements |
|
| |
|
Three Months Ended March 31, 2008 |
|
| |
|
Mortgage |
|
|
Net Interest |
|
|
Investment |
|
|
Equity |
|
| (in thousands) |
|
Servicing Rights |
|
|
Rate Locks |
|
|
Securities |
|
|
Investments |
|
Classification of gains
and losses in earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking income |
|
$ |
(16,737 |
) |
|
$ |
2,989 |
|
|
|
|
|
|
|
|
|
Securities losses |
|
|
|
|
|
|
|
|
|
$ |
(3,317 |
) |
|
|
|
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(8,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(16,737 |
) |
|
$ |
2,989 |
|
|
$ |
(3,317 |
) |
|
$ |
(8,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
91
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.
Periodically, Huntington records nonrecurring adjustments of collateral-dependent loans
measured for impairment in accordance with FASB Statement No. 114, “Accounting by Creditors for
Impairment of a Loan,” when establishing the allowance for credit losses. Such amounts are
generally based on the fair value of the underlying collateral supporting the loan. In cases where
the carrying value exceeds the fair value of the collateral, an impairment charge is recognized.
During the first quarter of 2009 and 2008, Huntington identified $62.8 million, and $32.4 million,
respectively, of impaired loans for which the fair value is recorded based upon collateral value, a
Level 3 input in the valuation hierarchy. For the three months ended March 31, 2009 and 2008,
nonrecurring fair value losses of $33.5 million and $14.5 million, respectively, were recorded
within the provision for credit losses.
In accordance with the provisions of Statement No. 142, goodwill at March 31, 2009 with a
carrying amount of $2,954 million was written down to its implied fair value of $351.3 million.
The
Franklin first- and second- lien mortgage loans and OREO assets of $494 million
and $80 million, respectively, as discussed in Note 3, were recorded at fair value at March 31,
2009.
As discussed in Note 5, during the first quarter 2009, Huntington transferred $1.0 billion
automobile loans and leases to a trust in a securitization transaction. Huntington recorded a
$47.1 million retained residual interest and a $19.5 million servicing asset at fair value as a
result of the transaction.
Note 11 — Benefit Plans
Huntington sponsors the Huntington Bancshares Retirement Plan (the Plan), a non-contributory
defined benefit pension plan covering substantially all employees. The Plan provides benefits based
upon length of service and compensation levels. The funding policy of Huntington is to contribute
an annual amount that is at least equal to the minimum funding requirements but not more than that
deductible under the Internal Revenue Code.
In addition, Huntington has an unfunded, defined benefit post-retirement plan (Post-Retirement
Benefit 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 any
employee retiring on or after January 1, 1993, post-retirement healthcare benefits are based upon
the employee’s number of months of service and are limited to the actual cost of coverage. Life
insurance benefits are a percentage of the employee’s base salary at the time of retirement, with a
maximum of $50,000 of coverage.
On January 1, 2008, Huntington transitioned to fiscal year-end measurement date of plan assets
and benefit obligations as required by FASB Statement No. 158, Employer’s Accounting for Defined
Benefit Pension and Other Postretirement Plans — An amendment of FASB Statements No. 87, 88, 106,
and 132R (Statement No. 158). As a result, Huntington recognized a charge to beginning retained
earnings of $4.2 million, representing the net periodic benefit costs for the last three months of
2008, and a charge to the opening balance of accumulated other comprehensive loss of $3.8 million,
representing the change in fair value of plan assets and benefit obligations for the last three
months of 2008 (net of amortization included in net periodic benefit cost).
92
The following table shows the components of net periodic benefit expense of the Plan and the
Post-Retirement Benefit Plan:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Pension Benefits |
|
|
Post Retirement Benefits |
|
| |
|
Three Months Ended |
|
|
Three Months Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Service cost |
|
$ |
6,155 |
|
|
$ |
5,954 |
|
|
$ |
465 |
|
|
$ |
420 |
|
Interest cost |
|
|
7,055 |
|
|
|
6,761 |
|
|
|
895 |
|
|
|
903 |
|
Expected return on plan assets |
|
|
(10,551 |
) |
|
|
(9,786 |
) |
|
|
— |
|
|
|
— |
|
Amortization of transition asset |
|
|
1 |
|
|
|
1 |
|
|
|
276 |
|
|
|
276 |
|
Amortization of prior service cost |
|
|
121 |
|
|
|
79 |
|
|
|
95 |
|
|
|
95 |
|
Settlements |
|
|
1,725 |
|
|
|
450 |
|
|
|
— |
|
|
|
— |
|
Recognized net actuarial loss (gain) |
|
|
1,874 |
|
|
|
1,038 |
|
|
|
(231 |
) |
|
|
(274 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit expense |
|
$ |
6,380 |
|
|
$ |
4,497 |
|
|
$ |
1,500 |
|
|
$ |
1,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There is no required minimum contribution for 2009 to the Plan.
Huntington also sponsors other retirement plans, the most significant being the Supplemental
Executive Retirement Plan and the Supplemental Retirement Income Plan. These plans are nonqualified
plans that provide certain former officers and directors of Huntington and its subsidiaries with
defined pension benefits in excess of limits imposed by federal tax law. The cost of providing
these plans was $0.8 million and $0.9 million for the three-month periods ended March 31, 2009 and
2008, respectively.
Huntington has a defined contribution plan that is available to eligible employees. Huntington
matches participant contributions, up to the first 3% of base pay contributed to the plan. Half of
the employee contribution is matched on the 4th and 5th percent of base pay contributed to the
plan. In the first quarter 2009, the Company announced the suspension of the contribution match to
the plan. The cost of providing this plan was $3.1 million and $3.9 million for the three months
ended March 31, 2009 and 2008, respectively.
Note 12 — Derivative Financial Instruments
A variety of derivative financial instruments, principally interest rate swaps, are used in
asset and liability management activities to protect against the risk of adverse price or interest
rate movements. These instruments provide flexibility in adjusting Huntington’s sensitivity to
changes in interest rates without exposure to loss of principal and higher funding requirements.
Huntington records derivatives at fair value, as further described in Note 10. Collateral
agreements are regularly entered into as part of the underlying derivative agreements with
Huntington’s counterparties to mitigate counter party credit risk. At March 31, 2009, December 31,
2008, and March 31, 2008, aggregate credit risk associated with these derivatives, net of
collateral that has been pledged by the counterparty, was $58.2 million, $40.7 million, and $47.6
million, respectively. The credit risk associated with interest rate swaps is calculated after
considering master netting agreements.
At March 31, 2009, Huntington pledged $293.7 million cash collateral to various
counterparties, while various other counterparties pledged $185.2 million to Huntington to satisfy
collateral netting agreements. In the event of credit downgrades, Huntington could be required to
provide an additional $7.9 million in collateral.
Derivatives used in Asset and Liability Management Activities
The following table presents the gross notional values of derivatives used in Huntington’s
Asset and Liability Management activities at March 31, 2009, identified by the underlying interest
rate-sensitive instruments:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Value |
|
|
Cash Flow |
|
|
|
|
| (in thousands) |
|
Hedges |
|
|
Hedges |
|
|
Total |
|
Instruments associated with: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
— |
|
|
$ |
6,605,000 |
|
|
$ |
6,605,000 |
|
Deposits |
|
|
25,000 |
|
|
|
— |
|
|
|
25,000 |
|
Federal Home Loan Bank advances |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Subordinated notes |
|
|
675,000 |
|
|
|
— |
|
|
|
675,000 |
|
Other long-term debt |
|
|
50,000 |
|
|
|
— |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
Total notional value at March 31, 2009 |
|
$ |
750,000 |
|
|
$ |
6,605,000 |
|
|
$ |
7,355,000 |
|
|
|
|
|
|
|
|
|
|
|
93
The following table presents additional information about the interest rate swaps and caps
used in Huntington’s Asset and Liability Management activities at March 31, 2009:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Average |
|
|
|
|
|
|
Weighted-Average |
|
| |
|
Notional |
|
|
Maturity |
|
|
Fair |
|
|
Rate |
|
| (in thousands) |
|
Value |
|
|
(years) |
|
|
Value |
|
|
Receive |
|
|
Pay |
|
Asset conversion swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive fixed — generic |
|
$ |
6,605,000 |
|
|
|
1.7 |
|
|
$ |
65,178 |
|
|
|
2.30 |
% |
|
|
0.53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total asset conversion swaps |
|
|
6,605,000 |
|
|
|
1.7 |
|
|
|
65,178 |
|
|
|
2.30 |
|
|
|
0.53 |
|
Liability conversion swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive fixed — generic |
|
|
750,000 |
|
|
|
7.3 |
|
|
|
120,773 |
|
|
|
5.31 |
|
|
|
1.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liability conversion swaps |
|
|
750,000 |
|
|
|
7.3 |
|
|
|
120,773 |
|
|
|
5.31 |
|
|
|
1.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swap portfolio |
|
|
7,355,000 |
|
|
|
2.3 |
|
|
|
185,951 |
|
|
|
2.61 |
% |
|
|
0.63 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strike Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased caps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps |
|
|
300,000 |
|
|
|
0.3 |
|
|
|
— |
|
|
5.50% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchased caps |
|
$ |
300,000 |
|
|
|
0.3 |
|
|
$ |
— |
|
|
5.50% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These derivative financial instruments were entered into for the purpose of altering the
interest rate risk of assets and liabilities. Consequently, net amounts receivable or payable on
contracts hedging either interest earning assets or interest bearing liabilities were accrued as an
adjustment to either interest income or interest expense. The net amount resulted in an
increase/(decrease) to net interest income of $31.2 million and ($0.9 million) for the three months
ended March 31, 2009 and 2008, respectively.
The following table presents the fair values at March 31, 2009, December 31, 2008, and March
31, 2008 of Huntington’s derivatives that are designated and not designated as hedging instruments
under Statement No. 133. Amounts in the table below are presented without the impact of any net
collateral arrangements
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Asset derivatives included in accrued income and other assets |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
Interest rate contracts designated as hedging instruments |
|
$ |
186,900 |
|
|
$ |
230,601 |
|
|
$ |
77,788 |
|
Interest rate contracts not designated as hedging
instruments |
|
|
410,817 |
|
|
|
436,131 |
|
|
|
238,628 |
|
|
|
|
|
|
|
|
|
|
|
Total contracts |
|
$ |
597,717 |
|
|
$ |
666,732 |
|
|
$ |
316,416 |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Liability derivatives included in accrued expenses and other liabilities |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
Interest rate contracts designated as hedging instruments |
|
$ |
949 |
|
|
$ |
— |
|
|
$ |
8,341 |
|
Interest rate contracts not designated as hedging
instruments |
|
|
352,808 |
|
|
|
377,249 |
|
|
|
42,964 |
|
|
|
|
|
|
|
|
|
|
|
Total contracts |
|
$ |
353,757 |
|
|
$ |
377,249 |
|
|
$ |
51,305 |
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges effectively convert deposits, subordinated and other long term debt from
fixed rate obligations to floating rate. The changes in fair value of the derivative are, to the
extent that the hedging relationship is effective, recorded through earnings and offset against
changes in the fair value of the hedged item.
94
The following table presents the increase or (decrease) to interest expense for the three
months ending March 31, 2009 and 2008 for derivatives designated as fair value hedges under
Statement No 133:
| |
|
|
|
|
|
|
|
|
|
|
| Derivatives in fair value |
|
|
|
Increase (decrease) to |
|
| hedging relationships |
|
Location of change in fair value recognized in earnings on |
|
interest expense |
|
| (in thousands) |
|
derivative |
|
2009 |
|
|
2008 |
|
Interest rate
Contracts |
|
|
|
|
|
|
|
|
|
|
Deposits |
|
Interest expense - deposits |
|
$ |
(346 |
) |
|
$ |
(427 |
) |
Subordinated notes |
|
Interest expense - subordinated notes and other long term debt |
|
|
(6,346 |
) |
|
|
(2,013 |
) |
Other long term debt |
|
Interest expense - subordinated notes and other long term debt |
|
|
486 |
|
|
|
1,574 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
(6,206 |
) |
|
$ |
(866 |
) |
|
|
|
|
|
|
|
|
For cash flow hedges, interest rate swap contracts were entered into that pay fixed-rate
interest in exchange for the receipt of variable-rate interest without the exchange of the
contract’s underlying notional amount, which effectively converts a portion of its floating-rate
debt to fixed-rate. This reduces the potentially adverse impact of increases in interest rates on
future interest expense. In like fashion, certain LIBOR-based commercial and industrial loans were
effectively converted to fixed-rate by entering into contracts that swap certain variable-rate
interest payments for fixed-rate interest payments at designated times.
To the extent these derivatives are effective in offsetting the variability of the hedged cash
flows, changes in the derivatives’ fair value will not be included in current earnings but are
reported as a component of accumulated other comprehensive income in shareholders’ equity. These
changes in fair value will be included in earnings of future periods when earnings are also
affected by the changes in the hedged cash flows. To the extent these derivatives are not
effective, changes in their fair values are immediately included in earnings.
The following table presents the gains and losses recognized in other comprehensive loss (OCL)
and the location in the consolidated statements of income of gains and losses reclassified from OCL
into earnings for the three months ending March 31, 2009 and 2008 for derivatives designated as
effective cash flow hedges under Statement No 133:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Amount of gain or |
|
| |
|
Amount of gain or |
|
|
|
|
(loss) reclassified |
|
| |
|
(loss) recognized in |
|
|
|
|
from accumulated |
|
| Derivatives in cash flow |
|
OCL on derivative |
|
|
|
|
OCL into earnings |
|
| hedging relationships |
|
(effective portion) |
|
|
Location of gain or (loss) reclassified from accumulated OCL |
|
(effective portion) |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
into earnings (effective portion) |
|
2009 |
|
|
2008 |
|
Interest rate contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
(15,324 |
) |
|
$ |
13,883 |
|
|
Interest and fee income - loans and leases |
|
$ |
16,888 |
|
|
$ |
(295 |
) |
FHLB Advances |
|
|
1,338 |
|
|
|
(7,736 |
) |
|
Interest expense - FHLB Advances |
|
|
1,861 |
|
|
|
(434 |
) |
Deposits |
|
|
136 |
|
|
|
546 |
|
|
Interest expense - deposits |
|
|
1,623 |
|
|
|
(8,858 |
) |
Subordinated notes |
|
|
43 |
|
|
|
— |
|
|
Interest expense - subordinated notes and other long term debt |
|
|
(669 |
) |
|
|
(883 |
) |
Other long term debt |
|
|
— |
|
|
|
22 |
|
|
Interest expense - subordinated notes and other long term debt |
|
|
(122 |
) |
|
|
(239 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(13,807 |
) |
|
$ |
6,715 |
|
|
|
|
$ |
19,581 |
|
|
$ |
(10,709 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table details the gains recognized in non-interest income on the ineffective
portion on interest rate contracts for derivatives designated as cash flow hedges for the three
months ending March 31, 2009 and 2008.
| |
|
|
|
|
|
|
|
|
| Derivatives in cash flow hedging relationships |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
Interest rate contracts |
|
|
|
|
|
|
|
|
Loans |
|
$ |
4,312 |
|
|
$ |
596 |
|
95
Derivatives Used in Trading Activities
Various derivative financial instruments are offered to enable customers to meet their
financing and investing objectives and for their risk management purposes. Derivative financial
instruments used in trading activities consisted predominantly of interest rate swaps, but also
included interest rate caps, floors, and futures, as well as foreign exchange options. Interest
rate options grant the option holder the right to buy or sell an underlying financial instrument
for a predetermined price before the contract expires. Interest rate futures are commitments to
either purchase or sell a financial instrument at a future date for a specified price or yield and
may be settled in cash or through delivery of the underlying financial instrument. Interest rate
caps and floors are option-based contracts that entitle the buyer to receive cash payments based on
the difference between a designated reference rate and a strike price, applied to a notional
amount. Written options, primarily caps, expose Huntington to market risk but not credit risk.
Purchased options contain both credit and market risk. The interest rate risk of these 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.
The fair values of these derivative financial instruments, which are included in other assets,
were $40.7 million, $41.9 million, and $41.2 million at March 31, 2009, December 31, 2008, and
March 31, 2008. Changes in fair value of $3.8 million and $11.6 million for the three months ended
March 31, 2009 and 2008, respectively, are reflected in other non-interest income. The total
notional values of derivative financial instruments used by Huntington on behalf of customers,
including offsetting derivatives, were $10.5 billion, $10.9 billion, and $8.6 billion at March 31,
2009, December 31, 2008, and March 31, 2008, respectively. Huntington’s credit risks from interest
rate swaps used for trading purposes were $409.3 million,
$429.9 million, and $229.8 million at the
same dates, respectively.
Huntington also uses certain derivative financial instruments to offset changes in value of
its residential mortgage servicing assets. These derivatives consist primarily of forward interest
rate agreements and forward mortgage securities. The derivative instruments used are not
designated as hedges under Statement No. 133. Accordingly, such derivatives are recorded at fair
value with changes in fair value reflected in mortgage banking income. The total notional value of
these derivative financial instruments at March 31, 2009, December 31, 2008, and March 31, 2008,
was $4.9 billion, $2.2 billion, and $1.8 billion. The total notional amount at March 31, 2009
corresponds to trading assets with a fair value of $16.5 million and trading liabilities with a
fair value of $2.6 million. The gains and (losses) related to derivative instruments included in
mortgage banking income for the three months ended March 31, 2009 and 2008 were $6.7 million and
($15.9 million), respectively. Total MSR hedging gains and losses for the three months ended March
31, 2009 and 2008, were $9.4 million and $0.3 million, respectively, and were also included in
mortgage banking income.
In connection with securitization activities, Huntington purchased interest rate caps with a
notional value totaling $1.3 billion. These purchased caps were assigned to the securitization
trust for the benefit of the security holders. Interest rate caps were also sold totaling $1.3
billion outside the securitization structure. Both the purchased and sold caps are marked to market
through income.
96
Note 13 — Variable Interest Entities
Loan Securitizations
Consolidated loan securitizations at March 31, 2009, consist of auto loan and lease
securitization trusts formed in 2008, 2006, and 2000. Huntington has determined that the trusts
are not qualified special purpose entities and therefore are variable interest entities (VIEs)
based upon equity guidelines established in FIN 46R. Huntington owns 100% of the trusts and is the
primary beneficiary of the VIEs, therefore, the trusts are consolidated. The carrying amount and
classification of the trusts’ assets and liabilities included in the consolidated balance sheet are
as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31, 2009 |
|
|
|
|
|
| (in thousands) |
|
2008 Trust |
|
|
2006 Trust |
|
|
2000 Trust |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
33,319 |
|
|
$ |
290,523 |
|
|
$ |
24,415 |
|
|
$ |
348,257 |
|
Loans and leases |
|
|
746,632 |
|
|
|
1,156,825 |
|
|
|
77,046 |
|
|
|
1,980,503 |
|
Allowance for loan and lease losses |
|
|
(11,248 |
) |
|
|
(17,506 |
) |
|
|
(1,161 |
) |
|
|
(29,915 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans and leases |
|
|
735,384 |
|
|
|
1,139,319 |
|
|
|
75,885 |
|
|
|
1,950,588 |
|
Accrued income and other assets |
|
|
4,905 |
|
|
|
6,220 |
|
|
|
293 |
|
|
|
11,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
773,608 |
|
|
$ |
1,436,062 |
|
|
$ |
100,593 |
|
|
$ |
2,310,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term debt |
|
$ |
603,940 |
|
|
$ |
1,053,206 |
|
|
$ |
— |
|
|
$ |
1,657,146 |
|
Accrued interest and other liabilities |
|
|
1,007 |
|
|
|
11,417 |
|
|
|
— |
|
|
|
12,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
604,947 |
|
|
$ |
1,064,623 |
|
|
$ |
— |
|
|
$ |
1,669,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The auto loans and leases were designated to repay the securitized note. Huntington services
the loans and leases and uses the proceeds from principal and interest payments to pay the
securitized notes during the amortization period. Huntington has not provided financial or other
support that was not previously contractually required.
Trust Preferred Securities
Under FIN 46R, certain wholly-owned trusts are not consolidated. The 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
condensed consolidated balance sheet as subordinated notes. The trust securities are the
obligations of the trusts and are not consolidated within Huntington’s balance sheet. A list of
trust preferred securities outstanding at March 31, 2009 follows:
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
Principal amount of |
|
|
Investment in |
|
| |
|
subordinated note/ |
|
|
unconsolidated |
|
| (in thousands) |
|
debenture issued to trust (1) |
|
|
subsidiary |
|
Huntington Capital I |
|
$ |
158,366 |
|
|
$ |
6,186 |
|
Huntington Capital II |
|
|
71,093 |
|
|
|
3,093 |
|
Huntington Capital III |
|
|
249,421 |
|
|
|
10 |
|
BankFirst Ohio Trust Preferred |
|
|
23,335 |
|
|
|
619 |
|
Sky Financial Capital Trust I |
|
|
65,675 |
|
|
|
1,856 |
|
Sky Financial Capital Trust II |
|
|
30,929 |
|
|
|
929 |
|
Sky Financial Capital Trust III |
|
|
78,056 |
|
|
|
2,320 |
|
Sky Financial Capital Trust IV |
|
|
78,056 |
|
|
|
2,320 |
|
Prospect Trust I |
|
|
6,186 |
|
|
|
186 |
|
|
|
|
|
|
|
|
Total |
|
$ |
761,117 |
|
|
$ |
17,519 |
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Represents the principal amount of debentures issued to each trust, including unamortized
original issue discount. |
Huntington’s investment in the unconsolidated trust represents the only risk of loss.
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.
97
Low Income Housing Tax Credit Partnerships
Huntington makes certain equity investments in various limited partnerships that sponsor
affordable housing projects utilizing the Low Income Housing Tax Credit (LIHTC) pursuant to Section
42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory
return on capital, to facilitate the sale of additional affordable housing product offerings and to
assist us 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 does not own a majority of the limited partnership interests in these entities and
is not the primary beneficiary. Huntington uses the equity method to account for the majority of
its investments in these entities. These investments are included in accrued income and other
assets. At March 31, 2009, we have commitments of $198.9 million of which $156.6 million are
funded. The unfunded portion is included in accrued expenses and other liabilities.
Note 14 — 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 financial statements. The contract amounts of these financial agreements
at March 31, 2009, December 31, 2008, and March 31, 2008, were as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
| (in millions) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract amount represents credit risk |
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to extend credit |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
6,235 |
|
|
$ |
6,494 |
|
|
$ |
6,727 |
|
Consumer |
|
|
4,974 |
|
|
|
4,964 |
|
|
|
4,788 |
|
Commercial real estate |
|
|
1,672 |
|
|
|
1,951 |
|
|
|
2,337 |
|
Standby letters of credit |
|
|
1,042 |
|
|
|
1,272 |
|
|
|
1,611 |
|
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 $3.8 million, $4.5 million, and $4.9 million at March 31, 2009, December
31, 2008, and March 31, 2008, respectively.
Through the Company’s credit process, Huntington monitors the credit risks of outstanding
standby letters of credit. When it is probable that a standby letter of credit will be drawn and
not repaid in full, losses are recognized in the provision for credit losses. At March 31, 2009,
Huntington had $1.0 billion of standby letters of credit outstanding, of which 48% were
collateralized. Included in this $1.0 billion total are letters of credit issued by the Bank that
support $0.4 billion of securities that were issued by customers and remarketed by The Huntington
Investment Company (HIC), the Company’s broker-dealer subsidiary. If the Bank’s short-term credit
ratings were downgraded, the Bank could be required to obtain funding in order to purchase the
entire amount of these securities pursuant to its letters of credit. Due to lower demand,
investors have begun returning these securities to the Bank. Subsequently, the Bank tendered these
securities to its
trustee, where the securities were held for re-marketing, maturity, or payoff. Pursuant to
the letters of credit issued by the Bank, the Bank repurchased $70.4 million of these securities,
net of payments and maturities, during the 2009 first quarter and an
additional $112.1 million in
April of 2009.
98
Huntington uses an internal loan grading system to assess an estimate of loss on its loan and
lease portfolio. The same loan grading system is used to help monitor credit risk associated with
standby letters of credit. Under this risk rating system as of March 31, 2009, approximately
$158 million of the standby letters of credit were rated strong; approximately $819 million were
rated average; and approximately $65 million were rated substandard.
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
merchandise or cargo being traded normally secures these instruments.
Commitments to sell loans
Huntington enters into forward contracts relating to its mortgage banking business to hedge
the exposures from commitments to make new residential mortgage loans with existing customers and
from mortgage loans classified as held for sale. At March 31, 2009, December 31, 2008, and March
31, 2008, Huntington had commitments to sell residential real estate loans of $912.5 million,
$759.4 million, and $803.2 million, respectively. These contracts mature in less than one year.
Income Taxes
Both the Internal Revenue Service and other taxing jurisdictions have proposed various
adjustments to the Company’s previously filed tax returns. Management believes that the tax
positions taken by the Company related to such proposed adjustments were correct and supported by
applicable statutes, regulations, and judicial authority, and intends to vigorously defend them. It
is possible that the ultimate resolution of the proposed adjustments, if unfavorable, may be
material to the results of operations in the period it occurs. However, although no assurance can
be given, Huntington believes that the resolution of these examinations will not, individually or
in the aggregate, have a materially adverse impact on its consolidated financial position.
Litigation
Between December 19, 2007 and February 1, 2008, two putative class actions were filed in the
United States District Court for the Southern District of Ohio, Eastern Division, against
Huntington and certain of its current or former officers and directors purportedly on behalf of
purchasers of Huntington securities during the periods July 20, 2007 to November 16, 2007, or
July 20, 2007 to January 10, 2008. These complaints seek to allege that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 10b-5
promulgated thereunder, and Section 20(a) of the Exchange Act by issuing a series of allegedly
false and/or misleading statements concerning Huntington’s financial results, prospects, and
condition, relating, in particular, to its transactions with Franklin.. On June 5, 2008, the two
cases were consolidated into a single action. On August 22, 2008, a consolidated complaint was
filed asserting a class period of July 19, 2007 through November 16, 2007. At this stage, it is not
possible for management to assess the probability of an adverse outcome, or reasonably estimate the
amount of any potential loss.
Three putative derivative class action lawsuits were filed in the Court of Common Pleas of
Delaware County, Ohio, the United States District Court for the Southern District of Ohio, Eastern
Division, and the Court of Common Pleas of Franklin County, Ohio, between January 16, 2008, and
April 17, 2008, against certain of Huntington’s current or former officers and directors variously
seeking to allege breaches of fiduciary duty, waste of corporate assets, abuse of control, gross
mismanagement, and unjust enrichment, all in connection with Huntington’s acquisition of Sky
Financial, certain transactions between Huntington and Franklin, and the financial disclosures
relating to such transactions. Huntington is named as a nominal defendant in each of these actions.
At this stage of the lawsuits, it is not possible for management to assess the probability of an
adverse outcome, or reasonably estimate the amount of any potential loss.
Between February 20, 2008 and February 29, 2008, three putative class action lawsuits were
filed in the United States District Court for the Southern District of Ohio, Eastern Division,
against Huntington, the Huntington Bancshares Incorporated Pension Review Committee, the Huntington
Investment and Tax Savings Plan (the Plan) Administrative Committee, and certain of the Company’s
officers and directors purportedly on behalf of participants in or beneficiaries of the Plan
between either July 1, 2007 or July 20, 2007 and the present. The complaints seek to allege
breaches of fiduciary
duties in violation of the Employee Retirement Income Security Act (ERISA) relating to
Huntington stock being offered as an investment alternative for participants in the Plan. The
complaints sought money damages and equitable relief. On May 13, 2008, the three cases were
consolidated into a single action. On August 4, 2008, a consolidated complaint was filed asserting
a class period of July 1, 2007 through the present. On February 9, 2009, the court entered an order
dismissing with prejudice the consolidated lawsuit in its entirety. Due to the possibility of an
appeal, it is not possible for management to assess the probability of an eventual material adverse
outcome, or reasonably estimate the amount of any potential loss at this time.
99
On May 7, 2008, a putative class action lawsuit was filed in the United States District Court
for the Southern District of Ohio, Eastern Division, against Huntington (as successor in interest
to Sky Financial), and certain of Sky Financial’s former officers on behalf of all persons who
purchased or acquired Sky Financial common stock in connection with and as a result of Sky
Financial’s October 2006 acquisition of Waterfield Mortgage Company. The complaint seeks to allege
that the defendants violated Sections 11, 12, and 15 of the Securities Act of 1933 in connection
with the issuance of allegedly false and misleading registration and proxy statements leading up to
the Waterfield acquisition and their disclosures about the nature and extent of Sky Financial’s
lending relationship with Franklin. On May 1, 2009, Plaintiff filed a stipulation dismissing the
lawsuit with prejudice. The dismissal entry was approved by the Court on May 5, 2009, and the case
is now terminated.
It is possible that the ultimate resolution of these matters, if unfavorable, may be material
to the results of operations for a particular period. However, although no assurance can be given,
based on information currently available, consultation with counsel, and available insurance
coverage, management believes that the eventual outcome of these claims against the Company will
not, individually or in the aggregate, have a material adverse effect on Huntington’s consolidated
financial position.
Note 15 — Parent Company Financial Statements
The parent company condensed financial statements, which include transactions with
subsidiaries, are as follows.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheets |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (1) |
|
$ |
1,173,649 |
|
|
$ |
1,122,056 |
|
|
$ |
147,491 |
|
Due from The Huntington National Bank |
|
|
541,926 |
|
|
|
532,746 |
|
|
|
133,791 |
|
Due from non-bank subsidiaries |
|
|
307,926 |
|
|
|
338,675 |
|
|
|
339,183 |
|
Investment in The Huntington National Bank |
|
|
2,883,113 |
|
|
|
5,274,261 |
|
|
|
5,677,568 |
|
Investment in non-bank subsidiaries |
|
|
854,204 |
|
|
|
854,575 |
|
|
|
835,561 |
|
Accrued interest receivable and other assets |
|
|
169,180 |
|
|
|
146,167 |
|
|
|
136,611 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,929,998 |
|
|
$ |
8,268,480 |
|
|
$ |
7,270,205 |
|
|
|
|
|
|
|
|
|
|
|
| |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
$ |
1,393 |
|
|
$ |
1,852 |
|
|
$ |
2,137 |
|
Long-term borrowings |
|
|
803,699 |
|
|
|
803,699 |
|
|
|
852,169 |
|
Dividends payable, accrued expenses, and other liabilities |
|
|
310,170 |
|
|
|
234,023 |
|
|
|
509,320 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,115,262 |
|
|
|
1,039,574 |
|
|
|
1,363,626 |
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity (2) |
|
|
4,814,736 |
|
|
|
7,228,906 |
|
|
|
5,906,579 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity |
|
$ |
5,929,998 |
|
|
$ |
8,268,480 |
|
|
$ |
7,270,205 |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| (1) |
|
Includes restricted cash of $125,000 at March 31, 2009 and December 31, 2008. |
| |
| (2) |
|
See page 74 for Huntington’s Condensed Consolidated Statements of Changes in
Shareholders’ Equity. |
100
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| Statements of Income |
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
Income |
|
|
|
|
|
|
|
|
Dividends from |
|
|
|
|
|
|
|
|
Non-bank subsidiaries |
|
$ |
9,250 |
|
|
$ |
13,845 |
|
Interest from |
|
|
|
|
|
|
|
|
The Huntington National Bank |
|
|
11,351 |
|
|
|
3,044 |
|
Non-bank subsidiaries |
|
|
4,431 |
|
|
|
3,650 |
|
Other |
|
|
(180 |
) |
|
|
533 |
|
|
|
|
|
|
|
|
Total income |
|
|
24,852 |
|
|
|
21,072 |
|
|
|
|
|
|
|
|
Expense |
|
|
|
|
|
|
|
|
Personnel costs |
|
|
2,087 |
|
|
|
5,626 |
|
Interest on borrowings |
|
|
9,390 |
|
|
|
12,555 |
|
Other |
|
|
6,474 |
|
|
|
3,371 |
|
|
|
|
|
|
|
|
Total expense |
|
|
17,951 |
|
|
|
21,552 |
|
|
|
|
|
|
|
|
Income (loss) before income taxes and equity in
undistributed net income of subsidiaries |
|
|
6,901 |
|
|
|
(480 |
) |
Income taxes |
|
|
(51,627 |
) |
|
|
(9,492 |
) |
|
|
|
|
|
|
|
Income before equity in undistributed net income of subsidiaries |
|
|
58,528 |
|
|
|
9,012 |
|
Increase (decrease) in undistributed net income of: |
|
|
|
|
|
|
|
|
The Huntington National Bank |
|
|
(2,460,305 |
) |
|
|
130,959 |
|
Non-bank subsidiaries |
|
|
(31,430 |
) |
|
|
(12,903 |
) |
|
|
|
|
|
|
|
Net income |
|
$ |
(2,433,207 |
) |
|
$ |
127,068 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| Statements of Cash Flows |
|
March 31, |
|
| (in thousands) |
|
2009 |
|
|
2008 |
|
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
(2,433,207 |
) |
|
$ |
127,068 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Equity in undistributed net income of
subsidiaries |
|
|
2,491,735 |
|
|
|
(117,094 |
) |
Depreciation and amortization |
|
|
270 |
|
|
|
281 |
|
Change in other, net |
|
|
(47,804 |
) |
|
|
50,253 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
10,994 |
|
|
|
60,508 |
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Repayments from subsidiaries |
|
|
215,242 |
|
|
|
114,557 |
|
Advances to subsidiaries |
|
|
(104,312 |
) |
|
|
(34,223 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
110,930 |
|
|
|
80,334 |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Payment of borrowings |
|
|
— |
|
|
|
(50,000 |
) |
Dividends paid on preferred stock |
|
|
(29,761 |
) |
|
|
— |
|
Dividends paid on common stock |
|
|
(40,257 |
) |
|
|
(96,797 |
) |
Proceeds from issuance of common stock |
|
|
(313 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
Net cash used for financing activities |
|
|
(70,331 |
) |
|
|
(146,840 |
) |
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
|
51,593 |
|
|
|
(5,998 |
) |
Cash and cash equivalents at beginning of year |
|
|
1,122,056 |
|
|
|
153,489 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
1,173,649 |
|
|
$ |
147,491 |
|
|
|
|
|
|
|
|
Supplemental disclosure: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
9,390 |
|
|
$ |
12,555 |
|
101
Note 16 — Segment Reporting
During the first quarter of 2009, Huntington operated as three distinct lines of business:
Regional Banking, Auto Finance and Dealer Services, and Private
Financial Group. A fourth segment includes the Treasury function and other
unallocated assets, liabilities, revenue, and expense. Lines of business results are determined
based upon the Company’s management reporting system, which assigns balance sheet and income
statement items to each of the business segments. The process is designed around the Company’s
organizational and management structure and, accordingly, the results derived are not necessarily
comparable with similar information published by other financial institutions. An overview of this
system is provided below, along with a description of each segment and discussion of financial
results
The following provides a brief description of the four operating segments of Huntington:
Regional Banking: This segment provides traditional banking products and services to consumer,
small business, and commercial customers located in its 11 operating regions within the six states
of Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky. It provides these services
through a banking network of over 600 branches, and over 1,300 ATMs, along with Internet and
telephone banking channels. It also provides certain services outside of these six states,
including mortgage banking and equipment leasing. Each region is further divided into retail and
commercial banking units. Retail products and services include home equity loans and lines of
credit, first mortgage loans, direct installment loans, small business loans, personal and business
deposit products, as well as sales of investment and insurance services. At March 31, 2009, Retail
Banking accounted for 52% and 84% of total Regional Banking loans and deposits, respectively.
Commercial Banking serves middle market and large commercial banking relationships, which use a
variety of banking products and services including, but not limited to, commercial loans,
international trade, cash management, leasing, interest rate protection products, capital market
alternatives, 401(k) plans, and mezzanine investment capabilities.
Auto Finance and Dealer Services (AFDS): This segment provides a variety of banking products and
services to more than 2,200 automotive dealerships within the Company’s primary banking markets.
During the first quarter of 2009, AFDS discontinued lending activities in Arizona, Florida,
Tennessee, Texas, and Virginia. AFDS finances the purchase of automobiles by customers at the
automotive dealerships, finances the dealerships’ new and used vehicle inventories, land,
buildings, and other real estate owned by the dealerships, or dealer working capital needs; and
provides other banking services to the automotive dealerships and their owners. Competition from
the financing divisions of automobile manufacturers and from other financial institutions is
intense. AFDS’ production opportunities are directly impacted by the general automotive sales
business, including programs initiated by manufacturers to enhance and increase sales directly.
Huntington has been in this line of business for over 50 years.
Private Financial Group (PFG): This segment provides products and services designed to meet the
needs of higher net worth customers. Revenue is derived through the sale of trust, asset
management, investment advisory, brokerage, insurance, and private banking products and services.
PFG also focuses on financial solutions for corporate and institutional customers that include
investment banking, sales and trading of securities, mezzanine capital financing, and risk
management products. To serve high net worth customers, a unique distribution model is used that
employs a single, unified sales force to deliver products and services mainly through Regional
Banking distribution channels.
Treasury / Other: This segment includes revenue and expense related to assets, liabilities, and
equity that are not directly assigned or allocated to one of the other three business segments.
Assets in this segment include investment securities, bank owned life insurance and the loans and
OREO properties acquired in the Franklin transaction. Net interest income/(expense) includes the
net impact of administering our investment securities portfolios as part of overall liquidity
management. A match-funded transfer pricing system is used to attribute appropriate funding
interest income and interest expense to other business segments. As such, net interest income
includes the net impact of any over or under allocations arising from centralized management of
interest rate risk. Furthermore, net interest income includes the net impact of derivatives used to
hedge interest rate sensitivity. Non-interest income includes miscellaneous fee income not
allocated to other business segments, including bank owned life insurance income. Fee income also
includes asset revaluations not allocated to other business segments, as well as any investment
securities and trading assets gains or losses. The non-interest expense includes certain corporate
administrative, merger costs, and other miscellaneous expenses not allocated to other business
segments. This segment also includes any difference between the actual effective tax rate of
Huntington and the statutory tax rate used to allocate income taxes to the other segments.
102
Listed below are certain financial results by line of business. For the three months ended
March 31, 2009 and 2008, operating earnings were the same as reported earnings.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended March 31, |
|
| Income Statements |
|
Regional |
|
|
|
|
|
|
|
|
|
|
Treasury/ |
|
|
Huntington |
|
| (in thousands) |
|
Banking |
|
|
AFDS |
|
|
PFG |
|
|
Other |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
359,148 |
|
|
$ |
38,103 |
|
|
$ |
27,891 |
|
|
$ |
(87,637 |
) |
|
$ |
337,505 |
|
Provision for credit losses |
|
|
(236,920 |
) |
|
|
(45,994 |
) |
|
|
(10,585 |
) |
|
|
1,662 |
|
|
|
(291,837 |
) |
Non interest income |
|
|
153,258 |
|
|
|
9,914 |
|
|
|
61,701 |
|
|
|
14,229 |
|
|
|
239,102 |
|
Non interest expense |
|
|
(2,813,165 |
) |
|
|
(29,594 |
) |
|
|
(87,387 |
) |
|
|
(39,623 |
) |
|
|
(2,969,769 |
) |
Income taxes |
|
|
(12,649 |
) |
|
|
9,650 |
|
|
|
(4,494 |
) |
|
|
259,285 |
|
|
|
251,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating / reported net income |
|
$ |
(2,550,328 |
) |
|
$ |
(17,921 |
) |
|
$ |
(12,874 |
) |
|
$ |
147,916 |
|
|
$ |
(2,433,207 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
343,238 |
|
|
$ |
36,171 |
|
|
$ |
24,876 |
|
|
$ |
(27,461 |
) |
|
$ |
376,824 |
|
Provision for credit losses |
|
|
(69,736 |
) |
|
|
(17,080 |
) |
|
|
(1,834 |
) |
|
|
— |
|
|
|
(88,650 |
) |
Non interest income |
|
|
103,901 |
|
|
|
12,796 |
|
|
|
64,933 |
|
|
|
54,122 |
|
|
|
235,752 |
|
Non interest expense |
|
|
(252,448 |
) |
|
|
(26,324 |
) |
|
|
(64,002 |
) |
|
|
(27,707 |
) |
|
|
(370,481 |
) |
Income taxes |
|
|
(43,734 |
) |
|
|
(1,947 |
) |
|
|
(8,391 |
) |
|
|
27,695 |
|
|
|
(26,377 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating / reported net income |
|
$ |
81,221 |
|
|
$ |
3,616 |
|
|
$ |
15,582 |
|
|
$ |
26,649 |
|
|
$ |
127,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Assets at |
|
|
Deposits at |
|
| |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
| (in millions) |
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regional Banking |
|
$ |
33,656 |
|
|
$ |
34,435 |
|
|
$ |
34,721 |
|
|
$ |
33,413 |
|
|
$ |
32,874 |
|
|
$ |
33,100 |
|
AFDS |
|
|
6,175 |
|
|
|
6,395 |
|
|
|
6,179 |
|
|
|
71 |
|
|
|
67 |
|
|
|
56 |
|
PFG |
|
|
3,334 |
|
|
|
3,413 |
|
|
|
3,048 |
|
|
|
2,251 |
|
|
|
1,785 |
|
|
|
1,543 |
|
Treasury / Other |
|
|
8,537 |
|
|
|
10,110 |
|
|
|
12,104 |
|
|
|
3,335 |
|
|
|
3,217 |
|
|
|
3,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
51,702 |
|
|
$ |
54,353 |
|
|
$ |
56,052 |
|
|
$ |
39,070 |
|
|
$ |
37,943 |
|
|
$ |
38,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting Subsequent Event
Beginning in the second quarter of 2009, Huntington intends to reorganize its internal
reporting structure. The Regional Banking reporting unit, which through March 31, 2009 had been
managed geographically, will be managed on a product segment approach. Regional Banking will
become divided into Commercial Banking, Retail and Business Banking, and Commercial Real Estate
segments. AFDS, PFG and Treasury/Other will remain essentially unchanged. Segments will be
restated for the new organizational structure beginning with the 2009 second quarter.
103
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 2008 Form 10-K.
Item 4. Controls and Procedures
Huntington maintains disclosure controls and procedures designed to ensure that the
information required to be disclosed in the reports that it files or submits under the Securities
Exchange Act of 1934, as amended, are recorded, processed, summarized, and reported within the time
periods specified in the Commission’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 Act is accumulated and
communicated to the issuer’s management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. Huntington’s Management, with the participation of its Chief
Executive Officer and the Chief Financial Officer, evaluated the effectiveness of Huntington’s
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of the end of the period covered by this report. Based upon such evaluation,
Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end
of such period, Huntington’s disclosure controls and procedures were effective.
There have not been any changes in Huntington’s internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal
quarter to which this report relates that have materially affected, or are reasonably likely to
materially affect, Huntington’s internal control over financial reporting.
Item 4T. Controls and Procedures
Not applicable
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 14 of 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.
104
Item 6. Exhibits
This report incorporates by reference the documents listed below that we have previously filed with
the SEC. The SEC allows us to incorporate by reference information in this document. The
information incorporated by reference is considered to be a part of this document, except for any
information that is superseded by information that is included directly in this document.
This information may be read and copied at the Public Reference Room of the SEC at 100 F Street,
N.E., Washington, D.C. 20549. The SEC also maintains an Internet web site that contains reports,
proxy statements, and other information about issuers, like us, who file electronically with the
SEC. The address of the site is http://www.sec.gov. The reports and other information filed by us
with the SEC are also available at our Internet web site. The address of the site is
http://www.huntington.com. Except as specifically incorporated by reference into this Quarterly
Report on Form 10-Q, information on those web sites is not part of this report. You also should be
able to inspect reports, proxy statements, and other information about us at the offices of the
NASDAQ National Market at 33 Whitehall Street, New York, New York.
(a) Exhibits
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Incorporated from |
|
SEC File or |
|
|
| Exhibit |
|
|
|
Report or Registration |
|
Registration |
|
Exhibit |
| Number |
|
Document Description |
|
Statement |
|
Number |
|
Reference |
3.1
|
|
Articles of Restatement of Charter.
|
|
Annual Report on Form 10-K for
the year ended December 31,
1993.
|
|
000-02525
|
|
|
3 |
(i) |
3.2
|
|
Articles of Amendment to Articles of Restatement of
Charter.
|
|
Current Report on Form 8-K dated
May 31, 2007.
|
|
000-02525
|
|
|
3.1 |
|
3.3
|
|
Articles of Amendment to Articles of Restatement of
Charter.
|
|
Current Report on Form 8-K dated
May 7, 2008.
|
|
000-02525
|
|
|
3.1 |
|
3.4
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of April 22, 2008.
|
|
Current Report on Form 8-K dated
April 22, 2008.
|
|
000-02525
|
|
|
3.1 |
|
3.5
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of April 22. 2008.
|
|
Current Report on Form 8-K dated
April 22, 2008.
|
|
000-02525
|
|
|
3.2 |
|
3.6
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of November 12, 2008.
|
|
Current Report on Form 8-K dated
November 12, 2008.
|
|
001-34073
|
|
|
3.1 |
|
3.7
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of December 31, 2006.
|
|
Annual Report on Form 10-K for
the year ended December 31, 2006.
|
|
000-02525
|
|
|
3.4 |
|
3.8
|
|
Bylaws of Huntington Bancshares Incorporated, as
amended and restated, as of January 21, 2009.
|
|
Current Report on Form 8-K dated
January 23, 2009.
|
|
001-34073
|
|
|
3.1 |
|
4.1
|
|
Instruments defining the Rights of Security Holders
— reference is made to Articles Fifth, Eighth, and
Tenth of Articles of Restatement of Charter, as
amended and supplemented. Instruments defining the
rights of holders of long-term debt will be furnished
to the Securities and Exchange Commission upon
request.
|
|
Annual Report on Form 10-K for
the year ended December 31,
2006.
|
|
000-02525
|
|
|
4.1 |
|
10.1 |
|
2009 stock option grant notice for
Stephen D. Steinour. |
|
|
|
|
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges. |
|
|
|
|
|
|
|
|
12.2
|
|
Ratio of Earnings to Fixed Charges and Preferred
Dividends. |
|
|
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification — Chief Executive
Officer. |
|
|
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification — Chief Financial
Officer. |
|
|
|
|
|
|
|
|
32.1
|
|
Section 1350 Certification — Chief Executive Officer. |
|
|
|
|
|
|
|
|
32.2
|
|
Section 1350 Certification — Chief Financial Officer. |
|
|
|
|
|
|
|
|
| |
|
|
| * |
|
Denotes management contract or compensatory plan or arrangement. |
105
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: May 11, 2009 |
/s/ Stephen D. Steinour
|
|
| |
Stephen D. Steinour |
|
| |
Chairman, Chief Executive Officer and
President |
|
| |
|
|
| Date: May 11, 2009 |
/s/ Donald R. Kimble
|
|
| |
Donald R. Kimble |
|
| |
Sr. Executive Vice President and Chief Financial Officer |
|
106
EXHIBIT INDEX
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Incorporated from |
|
SEC File or |
|
|
| Exhibit |
|
|
|
Report or Registration |
|
Registration |
|
Exhibit |
| Number |
|
Document Description |
|
Statement |
|
Number |
|
Reference |
3.1
|
|
Articles of Restatement of Charter.
|
|
Annual Report on Form 10-K for
the year ended December 31,
1993.
|
|
000-02525
|
|
|
3 |
(i) |
3.2
|
|
Articles of Amendment to Articles of Restatement of
Charter.
|
|
Current Report on Form 8-K dated
May 31, 2007.
|
|
000-02525
|
|
|
3.1 |
|
3.3
|
|
Articles of Amendment to Articles of Restatement of
Charter.
|
|
Current Report on Form 8-K dated
May 7, 2008.
|
|
000-02525
|
|
|
3.1 |
|
3.4
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of April 22, 2008.
|
|
Current Report on Form 8-K dated
April 22, 2008.
|
|
000-02525
|
|
|
3.1 |
|
3.5
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of April 22. 2008.
|
|
Current Report on Form 8-K dated
April 22, 2008.
|
|
000-02525
|
|
|
3.2 |
|
3.6
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of November 12, 2008.
|
|
Current Report on Form 8-K dated
November 12, 2008.
|
|
001-34073
|
|
|
3.1 |
|
3.7
|
|
Articles Supplementary of Huntington Bancshares
Incorporated, as of December 31, 2006.
|
|
Annual Report on Form 10-K for
the year ended December 31, 2006.
|
|
000-02525
|
|
|
3.4 |
|
3.8
|
|
Bylaws of Huntington Bancshares Incorporated, as
amended and restated, as of January 21, 2009.
|
|
Current Report on Form 8-K dated
January 23, 2009.
|
|
001-34073
|
|
|
3.1 |
|
4.1
|
|
Instruments defining the Rights of Security Holders
— reference is made to Articles Fifth, Eighth, and
Tenth of Articles of Restatement of Charter, as
amended and supplemented. Instruments defining the
rights of holders of long-term debt will be furnished
to the Securities and Exchange Commission upon
request.
|
|
Annual Report on Form 10-K for
the year ended December 31,
2006.
|
|
000-02525
|
|
|
4.1 |
|
10.1 |
|
2009 stock option grant notice for
Stephen D. Steinour. |
|
|
|
|
|
|
|
|
12.1 |
|
Ratio of Earnings to Fixed Charges. |
|
|
|
|
|
|
|
|
12.2
|
|
Ratio of Earnings to Fixed Charges and Preferred
Dividends. |
|
|
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification — Chief Executive
Officer. |
|
|
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification — Chief Financial
Officer. |
|
|
|
|
|
|
|
|
32.1
|
|
Section 1350 Certification — Chief Executive Officer. |
|
|
|
|
|
|
|
|
32.2
|
|
Section 1350 Certification — Chief Financial Officer. |
|
|
|
|
|
|
|
|
| |
|
|
| * |
|
Denotes management contract or compensatory plan or arrangement. |
107