Annual report pursuant to Section 13 and 15(d)

ACQUISITION OF FIRSTMERIT CORPORATION

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ACQUISITION OF FIRSTMERIT CORPORATION
 12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
ACQUISITION OF FIRSTMERIT CORPORATION
ACQUISITION OF FIRSTMERIT CORPORATION

On August 16, 2016, Huntington completed its acquisition of FirstMerit Corporation in a stock and cash transaction valued at approximately $3.7 billion. FirstMerit Corporation was a diversified financial services company headquartered in Akron, Ohio, with operations in Ohio, Michigan, Wisconsin, Illinois and Pennsylvania. Post merger, Huntington now operates across an eight-state Midwestern footprint. The merger resulted in a combined company with a larger market presence and more diversified loan portfolio, as well as a larger core deposit funding base and economies of scale associated with a larger financial institution.

Under the terms of the agreement, shareholders of FirstMerit Corporation received 1.72 shares of Huntington common stock, and $5.00 in cash, for each share of FirstMerit Corporation common stock. The aggregate purchase price was $3.7 billion, including $0.8 billion of cash, $2.8 billion of common stock, and $0.1 billion of preferred stock. Huntington issued 285 million shares of common stock that had a total fair value of $2.8 billion based on the closing market price of $9.68 per share on August 15, 2016.

The acquisition of FirstMerit constituted a business combination. The FirstMerit merger has been accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and may require adjustments, which can be updated for up to a year following the acquisition. As of December 31, 2016, Management completed its review of information relating to events or circumstances existing at the acquisition date.

The following table reflects consideration paid for FirstMerit's net assets and the amounts of acquired identifiable assets and liabilities assumed as of the acquisition date:

 
 
FirstMerit
(dollar amounts in thousands)
 
UPB
 
Fair Value
Assets acquired:
 
 
 
 
Cash and due from banks
 
 
 
$
703,661

Interest-bearing deposits in banks
 
 
 
32,496

Loans held for sale
 
 
 
150,576

Available for sale and other securities
 
 
 
7,369,967

Loans and leases:
 
 
 
 
Commercial:
 
 
 
 
Commercial and industrial
 
$
7,410,503

 
7,252,692

Commercial real estate
 
1,898,875

 
1,844,150

Total commercial
 
9,309,378

 
9,096,842

Consumer:
 
 
 
 
Automobile
 
1,610,007

 
1,609,145

Home equity
 
1,579,832

 
1,537,791

Residential mortgage
 
1,098,588

 
1,092,050

RV and marine finance
 
1,823,312

 
1,816,575

Other consumer
 
324,350

 
323,512

Total consumer
 
6,436,089

 
6,379,073

Total loans and leases
 
$
15,745,467

 
15,475,915

Bank owned life insurance
 
 
 
633,612

Premises and equipment
 
 
 
228,635

Goodwill
 
 
 
1,320,818

Core deposit intangible
 
 
 
309,750

Other intangible assets
 
 
 
94,571

Servicing rights
 
 
 
15,317

Accrued income and other assets
 
 
 
506,578

Total assets acquired
 
 
 
26,841,896

Liabilities assumed:
 
 
 
 
Deposits
 
 
 
21,157,172

Short-term borrowings
 
 
 
1,163,851

Long-term debt
 
 
 
519,971

Accrued expenses and other liabilities
 
 
 
292,930

Total liabilities assumed
 
 
 
23,133,924

Total consideration paid
 
 
 
$
3,707,972

 
 
 
 
 
Consideration:
 
 
 
 
Cash paid
 
 
 
$
836,879

Fair value of common stock issued
 
 
 
2,766,773

Fair value of preferred stock exchange
 
 
 
104,320



Information regarding the allocation of goodwill recorded as a result of the acquisition to the Company’s reportable segments, as well as the carrying amounts and amortization of core deposit and other intangible assets, is provided in Note 8 of the Notes to Consolidated Financial Statements. The total amount of goodwill that is expected to be deductible for tax purposes is $339 million.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.

Cash and due from banks, interest-bearing deposits in banks, and loans held for sale: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Securities: Fair values for securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that were not in an active market or other inputs that were observable in the market. In the absence of observable inputs, fair value is estimated based on pricing models and/or discounted cash flow methodologies.

Loans and leases: Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, amortization status and current discount rates. Loans were grouped together according to similar characteristics when applying various valuation techniques. The discount rates used for loans were based on current market rates for new originations of comparable loans and include adjustments for any liquidity concerns. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows.

CDI: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDI is being amortized over 10 years based upon the period over which estimated economic benefits were estimated to be received.

Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. The fair values for time deposits were estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

Debt: The fair values of long-term debt instruments were estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

The following table presents financial information regarding the former FirstMerit operations included in our Consolidated Statements of Income from the date of acquisition (August 16, 2016) through December 31, 2016 under the column “Actual from acquisition date”. The following table also presents unaudited pro forma information as if the entities were combined for the full years ended December 31, 2016 and 2015, respectively under the “Unaudited Pro Forma” columns. The pro forma information does not necessarily reflect the results of operations that would have occurred had Huntington acquired FirstMerit on January 1, 2015. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma amounts.

 
Actual from
 
Unaudited Pro Forma for
 
acquisition date through
 
Year Ended December 31,
(dollar amounts in thousands)
December 31, 2016
 
2016
 
2015
Net interest income
$
277,143

 
$
2,788,074

 
$
2,599,840

Noninterest income
96,217

 
1,311,490

 
1,301,798

Net income
82,083

 
809,142

 
842,069



This unaudited pro forma information combines the historical consolidated results of operations of Huntington and FirstMerit for the periods presented and gives effect to the following nonrecurring adjustments:

Fair value adjustments: Pro forma adjustment to decrease net interest income by $12 million and $18 million for the years ended December 31, 2016 and 2015, to record estimated amortization of premiums and accretion of discounts on acquired loans, securities, deposits, and long-term debt.  

FirstMerit accretion /amortization: Pro forma adjustment to decrease net interest income by $34 million and $79 million for the years ended December 31, 2016 and 2015, to eliminate FirstMerit amortization of premiums and accretion of discounts on previously acquired loans, securities, and deposits.

Amortization of acquired intangibles: Pro forma adjustment to increase noninterest expense by $28 million and $44 million for the years ended December 31, 2016 and 2015, to record estimated amortization of acquired intangible assets.

Huntington merger-related costs: Pro forma results include Huntington merger-related costs which primarily included, but were not limited to, severance costs, professional services, data processing fees, marketing and advertising expenses totaling $281 million for the year ended December 31, 2016.

Other adjustments: Pro forma results also include adjustments related to branch divestitures, incremental interest expense on the issuance on acquisition debt, elimination of FirstMerit's intangible amortization expense, FirstMerit merger-related costs, and related income-tax effects.

Branch divestiture: On December 5, 2016, Huntington completed the previously announced sale of 13 acquired branches and certain related assets and deposit liabilities to First Commonwealth Bank, the banking subsidiary of First Commonwealth Financial Corporation. The sale was in connection with an agreement reached with the U.S. Department of Justice in order to resolve its competitive concerns about Huntington’s acquisition of FirstMerit. Total deposits and loans transferred to First Commonwealth Bank in the transaction totaled $620 million and $106 million, respectively