Exhibit
99.1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Huntington Bancshares Incorporated
Columbus, Ohio
We have audited the accompanying consolidated balance sheets of
Huntington Bancshares Incorporated and subsidiaries (the
Company) as of December 31, 2009 and 2008, and
the related consolidated statements of income, changes in
shareholders equity, and cash flows for each of the three
years in the period ended December 31, 2009. These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Huntington Bancshares Incorporated and subsidiaries at
December 31, 2009 and 2008, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2009 in conformity with
accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
Companys internal control over financial reporting as of
December 31, 2009, based on the criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 18, 2010 expressed
an unqualified opinion on the Companys internal control
over financial reporting.
Columbus, Ohio
February 18, 2010
131
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands, except number of shares)
|
|
|
ASSETS
|
Cash and due from banks
|
|
$
|
1,521,344
|
|
|
$
|
806,693
|
|
Federal funds sold and securities purchased under resale
agreements
|
|
|
|
|
|
|
37,975
|
|
Interest bearing deposits in banks
|
|
|
319,375
|
|
|
|
292,561
|
|
Trading account securities
|
|
|
83,657
|
|
|
|
88,677
|
|
Loans held for sale
|
|
|
461,647
|
|
|
|
390,438
|
|
Investment securities
|
|
|
8,587,914
|
|
|
|
4,384,457
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
Commercial and industrial loans and leases
|
|
|
12,888,100
|
|
|
|
13,540,841
|
|
Commercial real estate loans
|
|
|
7,688,827
|
|
|
|
10,098,210
|
|
Automobile loans
|
|
|
3,144,329
|
|
|
|
3,900,893
|
|
Automobile leases
|
|
|
246,265
|
|
|
|
563,417
|
|
Home equity loans
|
|
|
7,562,060
|
|
|
|
7,556,428
|
|
Residential mortgage loans
|
|
|
4,510,347
|
|
|
|
4,761,384
|
|
Other consumer loans
|
|
|
750,735
|
|
|
|
670,992
|
|
|
|
|
|
|
|
|
|
|
Loans and leases
|
|
|
36,790,663
|
|
|
|
41,092,165
|
|
Allowance for loan and lease losses
|
|
|
(1,482,479
|
)
|
|
|
(900,227
|
)
|
|
|
|
|
|
|
|
|
|
Net loans and leases
|
|
|
35,308,184
|
|
|
|
40,191,938
|
|
|
|
|
|
|
|
|
|
|
Bank owned life insurance
|
|
|
1,412,333
|
|
|
|
1,364,466
|
|
Premises and equipment
|
|
|
496,021
|
|
|
|
519,500
|
|
Goodwill
|
|
|
444,268
|
|
|
|
3,054,985
|
|
Other intangible assets
|
|
|
289,098
|
|
|
|
356,703
|
|
Accrued income and other assets
|
|
|
2,630,824
|
|
|
|
2,864,466
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
51,554,665
|
|
|
$
|
54,352,859
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Liabilities
|
|
|
|
|
|
|
|
|
Deposits in domestic offices
|
|
|
|
|
|
|
|
|
Demand deposits non-interest bearing
|
|
$
|
6,907,238
|
|
|
$
|
5,477,439
|
|
Interest bearing
|
|
|
33,229,726
|
|
|
|
31,732,842
|
|
Deposits in foreign offices
|
|
|
356,963
|
|
|
|
733,005
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
40,493,927
|
|
|
|
37,943,286
|
|
Short-term borrowings
|
|
|
876,241
|
|
|
|
1,309,157
|
|
Federal Home Loan Bank advances
|
|
|
168,977
|
|
|
|
2,588,976
|
|
Other long-term debt
|
|
|
2,369,491
|
|
|
|
2,331,632
|
|
Subordinated notes
|
|
|
1,264,202
|
|
|
|
1,950,097
|
|
Accrued expenses and other liabilities
|
|
|
1,045,825
|
|
|
|
1,000,805
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
46,218,663
|
|
|
|
47,123,953
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
1,325,008
|
|
|
|
1,308,667
|
|
8.50% Series A Non-cumulative Perpetual Convertible
Preferred Stock, par value of $0.01 and liquidation value per
share of $1,000
|
|
|
362,507
|
|
|
|
569,000
|
|
Common stock
|
|
|
|
|
|
|
|
|
Par value of $0.01 and authorized 1,000,000,000 shares
|
|
|
7,167
|
|
|
|
3,670
|
|
Capital surplus
|
|
|
6,731,796
|
|
|
|
5,322,428
|
|
Less treasury shares, at cost
|
|
|
(11,465
|
)
|
|
|
(15,530
|
)
|
Accumulated other comprehensive loss
|
|
|
(156,985
|
)
|
|
|
(326,693
|
)
|
Retained (deficit) earnings
|
|
|
(2,922,026
|
)
|
|
|
367,364
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
5,336,002
|
|
|
|
7,228,906
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
51,554,665
|
|
|
$
|
54,352,859
|
|
|
|
|
|
|
|
|
|
|
Common shares issued
|
|
|
716,741,249
|
|
|
|
366,972,250
|
|
Common shares outstanding
|
|
|
715,761,672
|
|
|
|
366,057,669
|
|
Treasury shares outstanding
|
|
|
979,577
|
|
|
|
914,581
|
|
Preferred shares issued
|
|
|
1,967,071
|
|
|
|
1,967,071
|
|
Preferred shares outstanding
|
|
|
1,760,578
|
|
|
|
1,967,071
|
|
See Notes to Consolidated Financial Statements
132
Consolidated
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands, except per share amounts)
|
|
|
Interest and fee income
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
$
|
1,933,639
|
|
|
$
|
2,447,362
|
|
|
$
|
2,388,799
|
|
Tax-exempt
|
|
|
10,630
|
|
|
|
2,748
|
|
|
|
5,213
|
|
Investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
249,968
|
|
|
|
217,882
|
|
|
|
221,877
|
|
Tax-exempt
|
|
|
8,824
|
|
|
|
29,869
|
|
|
|
26,920
|
|
Other
|
|
|
35,081
|
|
|
|
100,461
|
|
|
|
100,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
2,238,142
|
|
|
|
2,798,322
|
|
|
|
2,742,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
674,101
|
|
|
|
931,679
|
|
|
|
1,026,388
|
|
Short-term borrowings
|
|
|
2,366
|
|
|
|
42,261
|
|
|
|
92,810
|
|
Federal Home Loan Bank advances
|
|
|
12,882
|
|
|
|
107,848
|
|
|
|
102,646
|
|
Subordinated notes and other long-term debt
|
|
|
124,506
|
|
|
|
184,843
|
|
|
|
219,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
813,855
|
|
|
|
1,266,631
|
|
|
|
1,441,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
1,424,287
|
|
|
|
1,531,691
|
|
|
|
1,301,512
|
|
Provision for credit losses
|
|
|
2,074,671
|
|
|
|
1,057,463
|
|
|
|
643,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses
|
|
|
(650,384
|
)
|
|
|
474,228
|
|
|
|
657,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
|
302,799
|
|
|
|
308,053
|
|
|
|
254,193
|
|
Brokerage and insurance income
|
|
|
138,169
|
|
|
|
137,796
|
|
|
|
92,375
|
|
Mortgage banking income
|
|
|
112,298
|
|
|
|
8,994
|
|
|
|
29,804
|
|
Trust services
|
|
|
103,639
|
|
|
|
125,980
|
|
|
|
121,418
|
|
Electronic banking
|
|
|
100,151
|
|
|
|
90,267
|
|
|
|
71,067
|
|
Bank owned life insurance income
|
|
|
54,872
|
|
|
|
54,776
|
|
|
|
49,855
|
|
Automobile operating lease income
|
|
|
51,810
|
|
|
|
39,851
|
|
|
|
7,810
|
|
Net (losses) gains on sales of investment securities
|
|
|
48,815
|
|
|
|
(197,370
|
)
|
|
|
(29,738
|
)
|
Impairment losses on investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment losses on investment securities
|
|
|
(183,472
|
)
|
|
|
|
|
|
|
|
|
Noncredit-related losses on securities not expected to be sold
(recognized in other comprehensive income)
|
|
|
124,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impairment losses on investment securities
|
|
|
(59,064
|
)
|
|
|
|
|
|
|
|
|
Other income
|
|
|
152,155
|
|
|
|
138,791
|
|
|
|
79,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income
|
|
|
1,005,644
|
|
|
|
707,138
|
|
|
|
676,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel costs
|
|
|
700,482
|
|
|
|
783,546
|
|
|
|
686,828
|
|
Outside data processing and other services
|
|
|
148,095
|
|
|
|
130,226
|
|
|
|
129,226
|
|
Deposit and other insurance expense
|
|
|
113,830
|
|
|
|
22,437
|
|
|
|
13,785
|
|
Net occupancy
|
|
|
105,273
|
|
|
|
108,428
|
|
|
|
99,373
|
|
OREO and foreclosure expense
|
|
|
93,899
|
|
|
|
33,455
|
|
|
|
15,185
|
|
Equipment
|
|
|
83,117
|
|
|
|
93,965
|
|
|
|
81,482
|
|
Professional services
|
|
|
76,366
|
|
|
|
49,613
|
|
|
|
37,390
|
|
Amortization of intangibles
|
|
|
68,307
|
|
|
|
76,894
|
|
|
|
45,151
|
|
Automobile operating lease expense
|
|
|
43,360
|
|
|
|
31,282
|
|
|
|
5,161
|
|
Marketing
|
|
|
33,049
|
|
|
|
32,664
|
|
|
|
46,043
|
|
Telecommunications
|
|
|
23,979
|
|
|
|
25,008
|
|
|
|
24,502
|
|
Printing and supplies
|
|
|
15,480
|
|
|
|
18,870
|
|
|
|
18,251
|
|
Goodwill impairment
|
|
|
2,606,944
|
|
|
|
|
|
|
|
|
|
Gain on early extinguishment of debt
|
|
|
(147,442
|
)
|
|
|
(23,542
|
)
|
|
|
(8,058
|
)
|
Other expense
|
|
|
68,704
|
|
|
|
94,528
|
|
|
|
117,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense
|
|
|
4,033,443
|
|
|
|
1,477,374
|
|
|
|
1,311,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
|
(3,678,183
|
)
|
|
|
(296,008
|
)
|
|
|
22,643
|
|
Benefit for income taxes
|
|
|
(584,004
|
)
|
|
|
(182,202
|
)
|
|
|
(52,526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3,094,179
|
)
|
|
$
|
(113,806
|
)
|
|
$
|
75,169
|
|
Dividends on preferred shares
|
|
|
174,756
|
|
|
|
46,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income applicable to common shares
|
|
$
|
(3,268,935
|
)
|
|
$
|
(160,206
|
)
|
|
$
|
75,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares basic
|
|
|
532,802
|
|
|
|
366,155
|
|
|
|
300,908
|
|
Average common shares diluted
|
|
|
532,802
|
|
|
|
366,155
|
|
|
|
303,455
|
|
Per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income basic
|
|
$
|
(6.14
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
0.25
|
|
Net (loss) income diluted
|
|
|
(6.14
|
)
|
|
|
(0.44
|
)
|
|
|
0.25
|
|
Cash dividends declared
|
|
|
0.0400
|
|
|
|
0.6625
|
|
|
|
1.0600
|
|
See Notes to Consolidated Financial Statements
133
Consolidated
Statements of Changes in Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Retained
|
|
|
|
|
|
|
Series B
|
|
|
Series A
|
|
|
Common Stock
|
|
|
Capital
|
|
|
Treasury Stock
|
|
|
Comprehensive
|
|
|
Earnings
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Surplus
|
|
|
Shares
|
|
|
Amount
|
|
|
Loss
|
|
|
(Deficit)
|
|
|
Total
|
|
(In thousands)
|
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,094,179
|
)
|
|
|
(3,094,179
|
)
|
Cumulative effect of change in accounting principle for
other-than-temporarily impaired debt securities, net of tax of
$1,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,541
|
)
|
|
|
3,541
|
|
|
|
|
|
Non-credit-related impairment losses on debt securities not
expected to be sold, net of tax of ($43,543)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(80,865
|
)
|
|
|
|
|
|
|
(80,865
|
)
|
Unrealized net gains on investment securities arising during the
period, net of reclassification for net realized gains, net of
tax of ($102,268)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,780
|
|
|
|
|
|
|
|
188,780
|
|
Unrealized gains on cash flow hedging derivatives, net of tax of
($7,661)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,227
|
|
|
|
|
|
|
|
14,227
|
|
Change in accumulated unrealized losses for pension and other
post-retirement obligations, net of tax of $27,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,107
|
|
|
|
|
|
|
|
51,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,920,930
|
)
|
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
308,226
|
|
|
|
3,081
|
|
|
|
1,142,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,145,751
|
|
Conversion of Preferred Series A stock
|
|
|
|
|
|
|
|
|
|
|
(206
|
)
|
|
|
(206,493
|
)
|
|
|
41,072
|
|
|
|
411
|
|
|
|
262,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,035
|
)
|
|
|
|
|
Amortization of discount
|
|
|
|
|
|
|
16,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,041
|
)
|
|
|
|
|
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common ($0.04 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,020
|
)
|
|
|
(22,020
|
)
|
Preferred Series B ($50.00 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69,904
|
)
|
|
|
(69,904
|
)
|
Preferred Series A ($85.00 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,776
|
)
|
|
|
(32,776
|
)
|
Recognition of the fair value of share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,547
|
|
Other share-based compensation activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
471
|
|
|
|
5
|
|
|
|
635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(838
|
)
|
|
|
(198
|
)
|
Other
|
|
|
|
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,601
|
)
|
|
|
(65
|
)
|
|
|
4,065
|
|
|
|
|
|
|
|
(1,138
|
)
|
|
|
(1,374
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
|
1,398
|
|
|
$
|
1,325,008
|
|
|
|
363
|
|
|
$
|
362,507
|
|
|
|
716,741
|
|
|
$
|
7,167
|
|
|
$
|
6,731,796
|
|
|
|
(980
|
)
|
|
$
|
(11,465
|
)
|
|
$
|
(156,985
|
)
|
|
$
|
(2,922,026
|
)
|
|
$
|
5,336,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
134
Consolidated
Statements of Changes in Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Series B
|
|
|
Series A
|
|
|
Common Stock
|
|
|
Capital
|
|
|
Treasury Stock
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Surplus
|
|
|
Shares
|
|
|
Amount
|
|
|
Loss
|
|
|
Earnings
|
|
|
Total
|
|
(In thousands)
|
|
|
Year Ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
367,002
|
|
|
$
|
3,670
|
|
|
$
|
5,237,783
|
|
|
|
(740
|
)
|
|
$
|
(14,391
|
)
|
|
$
|
(49,611
|
)
|
|
$
|
773,639
|
|
|
$
|
5,951,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle for fair
value of assets and liabilities, 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
|
)
|
|
|
(4,654
|
)
|
|
|
(8,488
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year as adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
367,002
|
|
|
|
3,670
|
|
|
|
5,237,783
|
|
|
|
(740
|
)
|
|
|
(14,391
|
)
|
|
|
(53,445
|
)
|
|
|
770,476
|
|
|
|
5,944,093
|
|
Comprehensive Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(113,806
|
)
|
|
|
(113,806
|
)
|
Unrealized net losses on investment securities arising during
the period, net of reclassification for net realized gains, net
of tax of $108,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(197,745
|
)
|
|
|
|
|
|
|
(197,745
|
)
|
Unrealized gains on cash flow hedging derivatives, net of tax of
($21,584)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,085
|
|
|
|
|
|
|
|
40,085
|
|
Change in accumulated unrealized losses for pension and other
post-retirement obligations, net of tax of $62,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(115,588
|
)
|
|
|
|
|
|
|
(115,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(387,054
|
)
|
Issuance of Preferred Class B Stock
|
|
|
1,398
|
|
|
|
1,306,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,306,726
|
|
Issuance of Preferred Class A Stock
|
|
|
|
|
|
|
|
|
|
|
569
|
|
|
|
569,000
|
|
|
|
|
|
|
|
|
|
|
|
(18,866
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
550,134
|
|
Issuance of warrants convertible to common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,765
|
|
Amortization of discount
|
|
|
|
|
|
|
1,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,941
|
)
|
|
|
|
|
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common ($0.6625 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(242,522
|
)
|
|
|
(242,522
|
)
|
Preferred Class B ($6.528 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,126
|
)
|
|
|
(9,126
|
)
|
Preferred Series A ($62.097 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,333
|
)
|
|
|
(35,333
|
)
|
Recognition of the fair value of share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,091
|
|
Other share-based compensation activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
|
|
|
|
|
(874
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(199
|
)
|
|
|
(1,073
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(471
|
)
|
|
|
(175
|
)
|
|
|
(1,139
|
)
|
|
|
|
|
|
|
(185
|
)
|
|
|
(1,795
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
135
Consolidated
Statements of Changes in Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Series B
|
|
|
Series A
|
|
|
Common Stock
|
|
|
Capital
|
|
|
Treasury Stock
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Surplus
|
|
|
Shares
|
|
|
Amount
|
|
|
Loss
|
|
|
Earnings
|
|
|
Total
|
|
(In thousands)
|
|
|
Year Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
236,064
|
|
|
$
|
2,064,764
|
|
|
$
|
|
|
|
|
(590
|
)
|
|
$
|
(11,141
|
)
|
|
$
|
(55,066
|
)
|
|
|
1,015,769
|
|
|
$
|
3,014,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle for
noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year as adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
236,064
|
|
|
|
2,064,764
|
|
|
|
|
|
|
|
(590
|
)
|
|
|
(11,141
|
)
|
|
|
(55,066
|
)
|
|
|
1,017,475
|
|
|
|
3,016,032
|
|
Comprehensive Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,169
|
|
|
|
75,169
|
|
Unrealized net losses on investment securities arising during
the period, net of reclassification for net realized losses, net
of tax of $13,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,265
|
)
|
|
|
|
|
|
|
(24,265
|
)
|
Unrealized losses on cash flow hedging derivatives, net of tax
of $6,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,455
|
)
|
|
|
|
|
|
|
(12,455
|
)
|
Change in accumulated unrealized losses for pension and other
post-retirement obligations, net of tax of ($22,710)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,175
|
|
|
|
|
|
|
|
42,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assignment of $0.01 par value per share for each share of
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,062,403
|
)
|
|
|
2,062,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared ($1.06 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(319,249
|
)
|
|
|
(319,249
|
)
|
Shares issued pursuant to acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129,827
|
|
|
|
1,298
|
|
|
|
3,135,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,136,537
|
|
Recognition of the fair value of share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,836
|
|
Other share-based compensation activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,111
|
|
|
|
11
|
|
|
|
15,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,954
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,362
|
|
|
|
(150
|
)
|
|
|
(3,250
|
)
|
|
|
|
|
|
|
244
|
|
|
|
(644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
367,002
|
|
|
$
|
3,670
|
|
|
$
|
5,237,783
|
|
|
|
(740
|
)
|
|
$
|
(14,391
|
)
|
|
$
|
(49,611
|
)
|
|
$
|
773,639
|
|
|
$
|
5,951,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
136
Consolidated
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3,094,179
|
)
|
|
$
|
(113,806
|
)
|
|
$
|
75,169
|
|
Adjustments to reconcile net (loss) income to net cash provided
by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of goodwill
|
|
|
2,606,944
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
2,074,671
|
|
|
|
1,057,463
|
|
|
|
643,628
|
|
Losses on investment securities
|
|
|
10,249
|
|
|
|
197,370
|
|
|
|
29,738
|
|
Depreciation and amortization
|
|
|
228,041
|
|
|
|
244,860
|
|
|
|
127,261
|
|
Change in current and deferred income taxes
|
|
|
(471,592
|
)
|
|
|
(251,827
|
)
|
|
|
(157,169
|
)
|
Net sales (purchases) of trading account securities
|
|
|
856,112
|
|
|
|
92,976
|
|
|
|
(996,689
|
)
|
Originations of loans held for sale
|
|
|
(4,786,043
|
)
|
|
|
(3,063,375
|
)
|
|
|
(2,815,854
|
)
|
Principal payments on and proceeds from loans held for sale
|
|
|
4,667,792
|
|
|
|
3,096,129
|
|
|
|
2,693,132
|
|
Gain on early extinguishment of debt
|
|
|
(147,442
|
)
|
|
|
(23,541
|
)
|
|
|
(8,058
|
)
|
Other, net
|
|
|
21,709
|
|
|
|
1,080
|
|
|
|
66,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities
|
|
|
1,966,262
|
|
|
|
1,237,329
|
|
|
|
(342,779
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in interest bearing deposits in banks
|
|
|
(319,989
|
)
|
|
|
(228,554
|
)
|
|
|
(188,971
|
)
|
Net cash paid in acquisitions
|
|
|
|
|
|
|
|
|
|
|
(80,060
|
)
|
Proceeds from:
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities and calls of investment securities
|
|
|
1,004,293
|
|
|
|
386,232
|
|
|
|
405,482
|
|
Sales of investment securities
|
|
|
3,585,644
|
|
|
|
555,719
|
|
|
|
1,528,480
|
|
Purchases of investment securities
|
|
|
(8,386,223
|
)
|
|
|
(1,338,274
|
)
|
|
|
(1,317,630
|
)
|
Net proceeds from sales of loans
|
|
|
949,398
|
|
|
|
471,362
|
|
|
|
108,588
|
|
Net loan and lease activity, excluding sales
|
|
|
1,544,524
|
|
|
|
(2,358,653
|
)
|
|
|
(1,746,814
|
)
|
Purchases of operating lease assets
|
|
|
(119
|
)
|
|
|
(226,378
|
)
|
|
|
(76,940
|
)
|
Proceeds from sale of operating lease assets
|
|
|
11,216
|
|
|
|
25,091
|
|
|
|
27,591
|
|
Purchases of premises and equipment
|
|
|
(49,223
|
)
|
|
|
(59,945
|
)
|
|
|
(109,450
|
)
|
Proceeds from sales of other real estate
|
|
|
60,499
|
|
|
|
54,520
|
|
|
|
35,883
|
|
Other, net
|
|
|
4,619
|
|
|
|
19,172
|
|
|
|
8,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities
|
|
|
(1,595,361
|
)
|
|
|
(2,699,708
|
)
|
|
|
(1,405,370
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in deposits
|
|
|
2,559,633
|
|
|
|
195,142
|
|
|
|
(165,625
|
)
|
Decrease in short-term borrowings
|
|
|
(277,215
|
)
|
|
|
(1,316,155
|
)
|
|
|
1,464,542
|
|
Proceeds from issuance of subordinated notes
|
|
|
|
|
|
|
|
|
|
|
250,010
|
|
Maturity/redemption of subordinated notes
|
|
|
(484,966
|
)
|
|
|
(76,659
|
)
|
|
|
(46,660
|
)
|
Proceeds from Federal Home Loan Bank advances
|
|
|
207,394
|
|
|
|
1,865,294
|
|
|
|
2,853,120
|
|
Maturity/redemption of Federal Home Loan Bank advances
|
|
|
(2,627,786
|
)
|
|
|
(2,360,368
|
)
|
|
|
(1,492,899
|
)
|
Proceeds from issuance of long-term debt
|
|
|
598,200
|
|
|
|
887,111
|
|
|
|
|
|
Maturity/redemption of long-term debt
|
|
|
(642,644
|
)
|
|
|
(540,266
|
)
|
|
|
(353,079
|
)
|
Dividends paid on preferred stock
|
|
|
(107,262
|
)
|
|
|
(23,242
|
)
|
|
|
|
|
Dividends paid on common stock
|
|
|
(55,026
|
)
|
|
|
(279,608
|
)
|
|
|
(289,758
|
)
|
Net proceeds from issuance of preferred stock
|
|
|
|
|
|
|
1,947,625
|
|
|
|
|
|
Net proceeds from issuance of common stock
|
|
|
1,135,645
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
(198
|
)
|
|
|
(1,073
|
)
|
|
|
16,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
305,775
|
|
|
|
297,801
|
|
|
|
2,236,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
676,676
|
|
|
|
(1,164,578
|
)
|
|
|
488,499
|
|
Cash and cash equivalents at beginning of year
|
|
|
844,668
|
|
|
|
2,009,246
|
|
|
|
1,520,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
1,521,344
|
|
|
$
|
844,668
|
|
|
$
|
2,009,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes (refunded) paid
|
|
$
|
(112,412
|
)
|
|
$
|
69,625
|
|
|
$
|
104,645
|
|
Interest paid
|
|
|
869,503
|
|
|
|
1,282,877
|
|
|
|
1,434,007
|
|
Non-cash activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends accrued, paid in subsequent quarter
|
|
|
6,670
|
|
|
|
39,675
|
|
|
|
76,762
|
|
Preferred stock dividends accrued, paid in subsequent quarter
|
|
|
16,635
|
|
|
|
21,218
|
|
|
|
|
|
Common stock and stock options issued for purchase acquisitions
|
|
|
|
|
|
|
|
|
|
|
3,136,537
|
|
See Notes to Consolidated Financial Statements.
137
|
|
1.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
Nature of Operations Huntington Bancshares
Incorporated (Huntington or the Company) is a multi-state
diversified financial holding company organized under Maryland
law in 1966 and headquartered in Columbus, Ohio. Through its
subsidiaries, including its bank subsidiary, The Huntington
National Bank (the Bank), Huntington is engaged in providing
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. Huntingtons banking offices are
located in Ohio, Michigan, Pennsylvania, Indiana, West Virginia,
and Kentucky. Selected financial service activities are also
conducted in other states including: Auto Finance and Dealer
Services offices in Nevada, New Jersey, and New York; Private
Financial and Capital Markets Group offices in Florida; and
Mortgage Banking offices in Maryland and New Jersey. Huntington
Insurance offers retail and commercial insurance agency services
in Ohio, Pennsylvania, Michigan, Indiana, and West Virginia.
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.
Basis of Presentation The consolidated
financial statements include the accounts of Huntington and its
majority-owned subsidiaries and are presented in accordance with
accounting principles generally accepted in the United States
(GAAP). All intercompany transactions and balances have been
eliminated in consolidation. Companies in which Huntington holds
more than a 50% voting equity interest or are a variable
interest entity (VIE) in which Huntington absorbs the majority
of expected losses are consolidated. Huntington evaluates VIEs
in which it holds a beneficial interest for consolidation. VIEs
are legal entities with insubstantial equity, whose equity
investors lack the ability to make decisions about the
entitys activities, or whose equity investors do not have
the right to receive the residual returns of the entity if they
occur. VIEs in which Huntington does not absorb the majority of
expected losses are not consolidated. For consolidated entities
where Huntington holds less than a 100% interest, Huntington
recognizes a minority interest liability (included in accrued
expenses and other liabilities) for the equity held by others
and minority interest expense (included in other long-term debt)
for the portion of the entitys earnings attributable to
minority interests. Investments in companies that are not
consolidated are accounted for using the equity method when
Huntington has the ability to exert significant influence. Those
investments in non-marketable securities for which Huntington
does not have the ability to exert significant influence are
generally accounted for using the cost method and are
periodically evaluated for impairment. Investments in private
investment partnerships are carried at fair value. Investments
in private investment partnerships and investments that are
accounted for under the equity method or the cost method are
included in accrued income and other assets and
Huntingtons proportional interest in the equity
investments earnings are included in other non-interest
income.
The preparation of financial statements in conformity with GAAP
requires Management to make estimates and assumptions that
significantly affect amounts reported in the financial
statements. Huntington uses significant estimates and employs
the judgments of management in determining the amount of its
allowance for credit losses and income tax accruals and
deferrals, in its fair value measurements of investment
securities, derivatives, mortgage loans held for sale, mortgage
servicing rights and in the evaluation of impairment of loans,
goodwill, investment securities, and fixed assets. As with any
estimate, actual results could differ from those estimates.
Significant estimates are further discussed in the critical
accounting policies included in Managements Discussion and
Analysis of Financial Condition and Results of Operations.
Certain prior period amounts have been reclassified to conform
to the current years presentation.
Securities Securities purchased with the
intention of recognizing short-term profits or which are
actively bought and sold are classified as trading account
securities and reported at fair value. The unrealized gains or
losses on trading account securities are recorded in other
non-interest income, except for gains and losses on trading
account securities used to hedge the fair value of mortgage
servicing rights, which are included in mortgage banking income.
All other securities are classified as investment securities.
Investment securities include securities designated as available
for sale and non-marketable equity securities. Unrealized gains
or losses on investment securities designated as available for
sale are reported as a separate component of accumulated other
comprehensive loss in the consolidated statement of changes in
shareholders equity.
138
Declines in the value of debt and marketable equity securities
that are considered
other-than-temporary
are recorded in non-interest income as securities losses.
Huntington evaluates its investment securities portfolio on a
quarterly basis for indicators of
other-than-temporary
impairment (OTTI). This determination requires significant
judgment. Huntington assesses whether OTTI has occurred when the
fair value of a debt security is less than the amortized cost
basis at the balance sheet date. Under these circumstances, OTTI
is considered to have occurred (1) if Huntington intends to
sell the security; (2) if it is more likely than not
Huntington will be required to sell the security before recovery
of its amortized cost basis; or (3) the present value of
the expected cash flows is not sufficient to recover the entire
amortized cost basis. For securities that Huntington does not
expect to sell or it is not more likely than not to be required
to sell, the OTTI is separated into credit and noncredit
components. The credit-related OTTI, represented by the expected
loss in principal, is recognized in noninterest income, while
noncredit-related OTTI is recognized in other comprehensive
income (loss) (OCI). Noncredit-related OTTI results from other
factors, including increased liquidity spreads and extension of
the security. For securities which Huntington does expect to
sell, all OTTI is recognized in earnings. Presentation of OTTI
is made in the income statement on a gross basis with a
reduction for the amount of OTTI recognized in OCI. Once an
other-than-temporary
impairment is recorded, when future cash flows can be reasonably
estimated, future cash flows are re-allocated between interest
and principal cash flows to provide for a level-yield on the
security.
Securities transactions are recognized on the trade date (the
date the order to buy or sell is executed). The amortized cost
of sold securities is used to compute realized gains and losses.
Interest and dividends on securities, including amortization of
premiums and accretion of discounts using the effective interest
method over the period to maturity, are included in interest
income.
Non-marketable equity securities include stock acquired for
regulatory purposes, such as Federal Home Loan Bank stock and
Federal Reserve Bank stock. These securities are generally
accounted for at cost and are included in investment securities.
Loans and Leases Loans and direct financing
leases for which Huntington has the intent and ability to hold
for the foreseeable future (at least 12 months), or until
maturity or payoff, are classified in the balance sheet as loans
and leases. Loans and leases are carried at the principal amount
outstanding, net of unamortized deferred loan origination fees
and costs and net of unearned income. Direct financing leases
are reported at the aggregate of lease payments receivable and
estimated residual values, net of unearned and deferred income.
Interest income is accrued as earned using the interest method
based on unpaid principal balances. Huntington defers the fees
it receives from the origination of loans and leases, as well as
the direct costs of those activities. Huntington also acquires
loans at a premium and at a discount to their contractual
values. Huntington amortizes loan discounts, loan premiums and
net loan origination fees and costs on a level-yield basis over
the estimated lives of the related loans.
Loans that Huntington has the intent to sell or securitize are
classified as held for sale. Loans held for sale (excluding
loans originated or acquired with the intent to sale) are
carried at the lower of cost or fair value. The fair value
option was elected for mortgage loans held for sale to
facilitate hedging of the loans. Fair value is determined based
on collateral value and prevailing market prices for loans with
similar characteristics. Subsequent declines in fair value are
recognized either as a charge-off or as non-interest income,
depending on the length of time the loan has been recorded as
held for sale. When a decision is made to sell a loan that was
not originated or initially acquired with the intent to sell,
the loan is reclassified into held for sale.
Residual values on leased automobiles and equipment are
evaluated quarterly for impairment. Impairment of the residual
values of direct financing leases is recognized by writing the
leases down to fair value with a charge to other non-interest
expense. Residual value losses arise if the expected fair value
at the end of the lease term is less than the residual value
recorded at original lease, net of estimated amounts
reimbursable by the lessee. Future declines in the expected
residual value of the leased equipment would result in expected
losses of the leased equipment.
139
For leased equipment, the residual component of a direct
financing lease represents the estimated fair value of the
leased equipment at the end of the lease term. Huntington uses
industry data, historical experience, and independent appraisals
to establish these residual value estimates. Additional
information regarding product life cycle, product upgrades, as
well as insight into competing products are obtained through
relationships with industry contacts and are factored into
residual value estimates where applicable.
Commercial and industrial loans and commercial real estate loans
are generally placed on non-accrual status and stop accruing
interest when principal or interest payments are 90 days or
more past due or the borrowers creditworthiness is in
doubt or other reasons. A loan may remain in accruing status if
it is sufficiently collateralized, which means the collateral
covers the full repayment of principal and interest, and is in
the process of active collection.
Management evaluates direct financing leases individually for
impairment. Commercial loans are evaluated periodically for
impairment. An allowance is established as a component of the
allowance for loan and lease losses when, based upon current
information and events, it is probable that all amounts due
according to the contractual terms of the loan or lease will not
be collected. The amount of the impairment is measured using the
present value of expected future cash flows discounted at the
loans or leases effective interest rate or, as a
practical expedient, the observable market price of the loan or
lease, or, the fair value of the collateral if the loan or lease
is collateral dependent. When the present value of expected
future cash flows is used, the effective interest rate is the
contractual interest rate of the loan adjusted for any premium
or discount. When the contractual interest rate is variable, the
effective interest rate of the loan changes over time. Interest
income is recognized on impaired loans using a cost recovery
method unless the receipt of principal and interest as they
become contractually due is not in doubt, such as in a troubled
debt restructuring (TDR). TDRs of impaired loans that continue
to perform under the restructured terms continue to accrue
interest. Huntington does not have significant commitments to
lend additional funds to borrowers whose loans have been
modified as a TDR.
Consumer loans and leases are subject to mandatory charge-off
based on specific criteria and are not classified as
non-performing prior to being charged off. Huntington recently
adjusted the timing of the loss recognition to ensure a
conservative view of the value of the underlining real estate
collateral. A charge-off on a residential mortgage loan is
recorded when the loan has been foreclosed and the loan balance
exceeds the fair value of the collateral. (See Note 5
for further information.) A home equity charge-off occurs
when it is determined that there is not sufficient equity in the
loan to cover Huntingtons position. A write down in value
occurs as determined by Huntingtons internal processes,
with subsequent losses incurred upon final disposition. In the
event the first mortgage is purchased to protect
Huntingtons interests, the charge-off process is the same
as residential mortgage loans described above.
For non-performing loans and leases, cash receipts are applied
entirely against principal until the loan or lease has been
collected in full, after which time any additional cash receipts
are recognized as interest income. When, in managements
judgment, the borrowers ability to make required interest
and principal payments resumes and collectability is no longer
in doubt, the loan or lease is returned to accrual status. 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.
Included within loans are $323 million of amounts due from
borrowers which are in the form of lower floater bonds. The
bonds are a long-term loan with a short-term adjustable interest
rate, supported by a letter of credit from a Huntington. The
bonds were obtained in 2009 in satisfaction of existing letter
of credit draws to the same borrowers. Because the letters of
credit on the bonds are with Huntington and Huntington can at
anytime put the bonds back to the issuer and thereby convert the
bond to a loan, the company classifies these instruments as
loans.
Sold Loans and Leases For loan or lease sales
with servicing retained, an asset is recorded for the right to
service the loans sold, based on the fair value of the servicing
rights.
Gains and losses on the loans and leases sold and servicing
rights associated with loan and lease sales are determined when
the related loans or leases are sold to either a securitization
trust or third party. Fair values of the servicing rights are
based on the present value of expected future cash flows from
servicing the underlying loans, net of adequate compensation to
service the loans. The present value of expected future cash
140
flows is determined using assumptions for market interest rates,
ancillary fees, and prepayment rates. The servicing rights are
recorded in accrued income and other assets in the consolidated
balance sheets. Servicing revenues on mortgage and automobile
loans are included in mortgage banking income and other
non-interest income, respectively.
Allowance for Credit Losses The allowance for
credit losses (ACL) reflects Managements judgment as to
the level of the ACL considered appropriate to absorb probable
inherent credit losses. This judgment is based on the size and
current risk characteristics of the portfolio, a review of
individual loans and leases, historical and anticipated loss
experience, and a review of individual relationships where
applicable. External influences such as general economic
conditions, economic conditions in the relevant geographic areas
and specific industries, regulatory guidelines, and other
factors are also assessed in determining the level of the
allowance.
The determination of the allowance requires significant
estimates, including the timing and amounts of expected future
cash flows on impaired loans and leases, consideration of
current economic conditions, and historical loss experience
pertaining to pools of homogeneous loans and leases, all of
which may be susceptible to change. The allowance is increased
through a provision for credit losses that is charged to
earnings, based on Managements quarterly evaluation of the
factors previously mentioned, and is reduced by charge-offs, net
of recoveries, and the allowance associated with securitized or
sold loans.
The ACL consists of two components, the transaction reserve,
which includes specific reserves related to loans considered to
be impaired and loans involved in troubled debt restructurings,
and the economic reserve. The two components are more fully
described below.
The transaction reserve component of the ACL includes both
(a) an estimate of loss based on pools of commercial and
consumer loans and leases with similar characteristics and
(b) an estimate of loss based on an impairment review of
each loan greater than $1 million. For commercial loans,
the estimate of loss based on pools of loans and leases with
similar characteristics is made through the use of a
standardized loan grading system that is applied on an
individual loan level and updated on a continuous basis. The
reserve factors applied to these portfolios were developed based
on internal credit migration models that track historical
movements of loans between loan ratings over time and a
combination of long-term average loss experience of our own
portfolio and external industry data. In the case of more
homogeneous portfolios, such as consumer loans and leases, the
determination of the transaction reserve is based on reserve
factors that include the use of forecasting models to measure
inherent loss in these portfolios. Models and analyses are
updated frequently to capture the recent behavioral
characteristics of the subject portfolios, as well as any
changes in loss mitigation or credit origination strategies.
Adjustments to the reserve factors are made as needed based on
observed results of the portfolio analytics.
The reserve incorporates our determination of the impact of
risks associated with the general economic environment on the
portfolio. During the 2009 fourth quarter, Management performed
a review of our ACL practices. The review included an analysis
of the adequacy of the ACL in light of current economic
conditions, as well as expected future performance. Based on the
results of the review, Huntington made the following
enhancements:
|
|
|
|
|
Current market conditions, such as higher vacancy rates and
lower rents, have driven commercial real estate values lower and
caused loss given default (LGD) experience to rise significantly
over the past year. Management believes that factors driving the
higher losses will continue to be evident for at least the next
18 to 24 months, making it necessary to develop cyclical
LGD factors that are collateral specific and based in part on
market projections.
|
|
|
|
Probability of Default (PD) factors have recently migrated
higher for commercial and commercial real estate loans. Based on
this change in market conditions, Management has increased the
loss emergence time frame to 24 months from 12 months.
|
|
|
|
Management has redefined the general reserve in broader terms to
incorporate: (a) current and likely market conditions along
with an assessment of the potential impact of those
conditions,(b) uncertainty
|
141
|
|
|
|
|
in the risk rating process, and (c) the impact of portfolio
performance, portfolio composition, origination channels, and
other factors.
|
|
|
|
|
|
PD factors were updated to include current delinquency status
across all consumer portfolios.
|
Other Real Estate Owned Other real estate
owned (OREO) is comprised principally of commercial and
residential real estate properties obtained in partial or total
satisfaction of loan obligations. OREO also includes government
insured loans in the process of foreclosure. OREO obtained in
satisfaction of a loan is recorded at the estimated fair value
less anticipated selling costs based upon the propertys
appraised value at the date of transfer, with any difference
between the fair value of the property and the carrying value of
the loan charged to the allowance for loan losses. Subsequent
changes in value are reported as adjustments to the carrying
amount, not to exceed the initial carrying value of the assets
at the time of transfer. Changes in value subsequent to transfer
are recorded in non-interest expense. Gains or losses not
previously recognized resulting from the sale of OREO are
recognized in non-interest expense on the date of sale.
Resell and Repurchase Agreements Securities
purchased under agreements to resell and securities sold under
agreements to repurchase are generally treated as collateralized
financing transactions and are recorded at the amounts at which
the securities were acquired or sold plus accrued interest. The
fair value of collateral either received from or provided to a
third party is continually monitored and additional collateral
is obtained or is requested to be returned to Huntington as in
accordance with the agreement.
Goodwill and Other Intangible Assets Under
the acquisition method of accounting, the net assets of entities
acquired by Huntington are recorded at their estimated fair
value at the date of acquisition. The excess cost of the
acquisition over the fair value of net assets acquired is
recorded as goodwill. Other intangible assets are amortized
either on an accelerated or straight-line basis over their
estimated useful lives. Goodwill 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. Other intangible assets
are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may
not be recoverable.
Mortgage Banking Activities Huntington
recognizes the rights to service mortgage loans as separate
assets, which are included in other assets in the consolidated
balance sheets, only when purchased or when servicing is
contractually separated from the underlying mortgage loans by
sale or securitization of the loans with servicing rights
retained. Servicing rights are initially recorded at fair value.
All mortgage loan servicing rights (MSRs) are subsequently
carried at either fair value or amortized cost, and are included
in other assets.
To determine the fair value of MSRs, Huntington uses a option
adjusted spread cash flow analysis incorporating market implied
forward interest rates to estimate the future direction of
mortgage and market interest rates. The forward rates utilized
are derived from the current yield curve for U.S. dollar
interest rate swaps and are consistent with pricing of capital
markets instruments. The current and projected mortgage interest
rate influences the prepayment rate; and therefore, the timing
and magnitude of the cash flows associated with the MSR.
Expected mortgage loan prepayment assumptions are derived from a
third party model. Management believes these prepayment
assumptions are consistent with assumptions used by other market
participants valuing similar MSRs.
Huntington hedges the value of MSRs using derivative instruments
and trading account securities. Changes in fair value of these
derivatives and trading account securities are reported as a
component of mortgage banking income.
Premises and Equipment Premises and equipment
are stated at cost, less accumulated depreciation and
amortization. Depreciation is computed principally by the
straight-line method over the estimated useful lives of the
related assets. Buildings and building improvements are
depreciated over an average of 30 to 40 years and 10 to
20 years, respectively. Land improvements and furniture and
fixtures are depreciated over 10 years, while equipment is
depreciated over a range of three to seven years. Leasehold
improvements are amortized over the lesser of the assets
useful life or the term of the related leases, including any
renewal periods for which renewal is reasonably assured.
Maintenance and repairs are charged to expense as incurred,
while improvements that extend the useful life of an asset are
capitalized and depreciated over the remaining useful
142
life. Premises and equipment is evaluated for impairment
whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable.
Bank Owned Life Insurance Huntingtons
bank owned life insurance policies are carried at their cash
surrender value. Huntington recognizes tax-exempt income from
the periodic increases in the cash surrender value of these
policies and from death benefits. A portion of cash surrender
value is supported by holdings in separate accounts. Huntington
has also purchased insurance for these policies to provide
protection of the value of the holdings within these separate
accounts. The cash surrender value of the policies exceeds the
value of the underlying holdings in the separate accounts
covered by these insurance policies by approximately
$9.1 million at December 31, 2009.
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
Huntingtons sensitivity to changes in interest rates
without exposure to loss of principal and higher funding
requirements.
Derivative financial instruments are recorded in the
consolidated balance sheet as either an asset or a liability (in
other assets or other liabilities, respectively) and measured at
fair value, with changes to fair value recorded through earnings
unless specific criteria are met to account for the derivative
using hedge accounting.
Huntington also uses derivatives, principally loan sale
commitments, in hedging its mortgage loan interest rate lock
commitments and its mortgage loans held for sale. Mortgage loan
sale commitments and the related interest rate lock commitments
are carried at fair value on the consolidated balance sheet with
changes in fair value reflected in mortgage banking revenue.
Huntington also uses certain derivative financial instruments to
offset changes in value of its residential mortgage loan
servicing assets. These derivatives consist primarily of forward
interest rate agreements, and forward mortgage securities. The
derivative instruments used are not designated as hedges.
Accordingly, such derivatives are recorded at fair value with
changes in fair value reflected in mortgage banking income.
For those derivatives to which hedge accounting is applied,
Huntington formally documents the hedging relationship and the
risk management objective and strategy for undertaking the
hedge. This documentation identifies the hedging instrument, the
hedged item or transaction, the nature of the risk being hedged,
and, unless the hedge meets all of the criteria to assume there
is no ineffectiveness, the method that will be used to assess
the effectiveness of the hedging instrument and how
ineffectiveness will be measured. The methods utilized to assess
retrospective hedge effectiveness, as well as the frequency of
testing, vary based on the type of item being hedged and the
designated hedge period. For specifically designated fair value
hedges of certain fixed-rate debt, Huntington utilizes the
short-cut method when certain criteria are met. For other fair
value hedges of fixed-rate debt, including certificates of
deposit, Huntington utilizes the regression method to evaluate
hedge effectiveness on a quarterly basis. For fair value hedges
of portfolio loans, the regression method is used to evaluate
effectiveness on a daily basis. For cash flow hedges, the
regression method is applied on a quarterly basis. For hedging
relationships that are designated as fair value hedges, changes
in the 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. For
cash flow hedges, changes in the fair value of the derivative
are, to the extent that the hedging relationship is effective,
recorded as other comprehensive income and subsequently
recognized in earnings at the same time that the hedged item is
recognized in earnings. Any portion of a hedge that is
ineffective is recognized immediately as other noninterest
income. When a cash flow hedge is discontinued because the
originally forecasted transaction is not probable of occurring,
any net gain or loss in other comprehensive income is recognized
immediately as other noninterest income.
Like other financial instruments, derivatives contain an element
of credit risk, which is the possibility that Huntington will
incur a loss because a counterparty fails to meet its
contractual obligations. Notional values of interest rate swaps
and other off-balance sheet financial instruments significantly
exceed the credit risk associated with these instruments and
represent contractual balances on which calculations of amounts
to be exchanged are based. Credit exposure is limited to the sum
of the aggregate fair value of positions that have become
favorable to Huntington, including any accrued interest
receivable due from counterparties. Potential
143
credit losses are mitigated through careful evaluation of
counterparty credit standing, selection of counterparties from a
limited group of high quality institutions, collateral
agreements, and other contract provisions. Huntington considers
the value of collateral held and collateral provided in
determining the net carrying value of it derivatives.
Advertising Costs Advertising costs are
expensed as incurred and recorded as a marketing expense, a
component of noninterest expense.
Income Taxes Income taxes are accounted for
under the asset and liability method. Accordingly, deferred tax
assets and liabilities are recognized for the future book and
tax consequences attributable to temporary differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are determined using enacted tax rates expected
to apply in the year in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income at the time of enactment of such change in tax rates. Any
interest or penalties due for payment of income taxes are
included in the provision for income taxes. To the extent that
Huntington does not consider it more likely than not that a
deferred tax asset will be recovered, a valuation allowance is
recorded. All positive and negative evidence is reviewed when
determining how much of a valuation allowance is recognized on a
quarterly basis. In determining the requirements for a valuation
allowance, sources of possible taxable income are evaluated
including future reversals of existing taxable temporary
differences, future taxable income exclusive of reversing
temporary differences and carryforwards, taxable income in
appropriate carryback years, and tax-planning strategies.
Huntington applies a more likely than not recognition threshold
for all tax uncertainties. Huntington reviews its tax positions
quarterly.
Treasury Stock Acquisitions of treasury stock
are recorded at cost. The reissuance of shares in treasury is
recorded at weighted-average cost.
Share-Based Compensation Huntington uses the
fair value recognition concept relating to its share-based
compensation plans. Compensation expense is recognized based on
the fair value of unvested stock options and awards over the
requisite service period.
Segment Results Accounting policies for the
lines of business are the same as those used in the preparation
of the consolidated financial statements with respect to
activities specifically attributable to each business line.
However, the preparation of business line results requires
management to establish methodologies to allocate funding costs
and benefits, expenses, and other financial elements to each
line of business. Changes are made in these methodologies
utilized for certain balance sheet and income statement
allocations performed by Huntingtons management reporting
system, as appropriate.
Statement of Cash Flows Cash and cash
equivalents are defined as Cash and due from banks
which includes amounts on deposit with the Federal Reserve and
Federal funds sold and securities purchased under resale
agreements.
Fair Value Measurements The Company records
certain of its assets and liabilities at fair value. Fair value
is defined as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the
measurement date. Fair value measurements are classified within
one of three levels in a valuation hierarchy 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.
144
A financial instruments categorization within the
valuation hierarchy is based upon the lowest level of input that
is significant to the fair value measurement.
See Note 21 for more information regarding fair value
measurements.
In preparing these financial statements, subsequent events were
evaluated through the time the financial statements were issued.
Financial statements are considered issued when they are widely
distributed to all shareholders and other financial statement
users, or filed with the Securities and Exchange Commission. In
conjunction with applicable accounting standards, all material
subsequent events have been either recognized in the financial
statements or disclosed in the notes to the financial statements.
|
|
3.
|
ACCOUNTING
STANDARDS UPDATE
|
FASB Accounting Standards Codification (ASC) Topic
105 Generally Accepted Accounting Principles
(Statement No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles a replacement of FASB
Statement No. 162) (ASC 105). This accounting
guidance was originally issued in June 2009 and is now included
in ASC 105. The guidance identifies the FASB Accounting
Standards Codification (Codification) as the single source of
authoritative U.S. Generally Accepted Accounting Principles
(GAAP) recognized by the FASB to be applied by nongovernmental
entities. The Codification reorganizes all previous GAAP
pronouncements into roughly 90 accounting topics and displays
all topics using a consistent structure. All existing standards
that were used to create the Codification have been superseded,
replacing the previous references to specific Statements of
Financial Accounting Standards (SFAS) with numbers used in the
Codifications structural organization. The guidance is
effective for interim and annual periods ending after
September 15, 2009. After September 15, only one level
of authoritative GAAP exists, other than guidance issued by the
Securities and Exchange Commission (SEC). All other accounting
literature excluded from the Codification is considered
non-authoritative. The adoption of the Codification does not
have a material impact on the Companys consolidated
financial statements.
ASC Topic 810 Consolidation (Statement
No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of ARB
No. 51) (ASC 810). This accounting guidance was
originally issued in December 2007 and is now included in ASC
810. The guidance requires that noncontrolling interests in
subsidiaries be initially measured at fair value and classified
as a separate component of equity. The guidance is effective for
fiscal years beginning on or after December 15, 2008. The
adoption of this guidance did not have a material impact on
Huntingtons consolidated financial statements.
ASC Topic 805 Business Combinations (Statement
No. 141 (Revised 2008), Business Combinations)
(ASC 805). This accounting guidance was originally
issued in December 2007 and is now included in ASC 805. The
guidance 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. The guidance requires
prospective application for business combinations consummated in
fiscal years beginning on or after December 15, 2008. The
Franklin restructuring transaction described in Note 5 and
the Warren Bank transaction described in Note 4 was
accounted for under this guidance.
ASC Topic 944 Financial Services
Insurance (Statement No. 163, Accounting for Financial
Guarantee Insurance Contracts an
interpretation of FASB Statement No. 60) (ASC 944).
This accounting guidance was originally issued in May 2008 and
is now included in ASC 944. This guidance 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. The guidance also clarifies the recognition and
measurement criteria to be used to account for premium revenue
and claim liabilities in financial guarantee insurance
contracts. The guidance also requires expanded disclosures about
financial guarantee insurance contracts. The guidance is
effective for financial statements issued for fiscal years and
interim periods beginning after December 15, 2008. The
adoption of this guidance did not have a material impact on the
Huntingtons consolidated financial statements.
145
ASC Topic 320 Investments Debt and
Equity Securities (FSP
FAS 115-2
and
FAS 124-2,
Recognition and Presentation of
Other-Than-Temporary
Impairments) (ASC 320). This accounting guidance was
originally issued in April 2009 and is now included in ASC 320.
The guidance amends the previous
other-than-temporary
impairment (OTTI) guidance for debt securities and included
additional presentation and disclosure requirements for both
debt and equity securities. The guidance is effective for
interim reporting periods ending after June 15, 2009. The
adoption of this guidance requires 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). The adoption
resulted in the reclassification of $3.5 million (net of
tax) from retained earnings to OCI. (See Consolidated Statements
of Changes in Shareholders Equity and Note 15).
ASC Topic 820 Fair Value Measurements and
Disclosures (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) (ASC
820). This accounting guidance was originally issued in
April 2009 and is now included in ASC 820. The guidance
reaffirms the exit price fair value measurement concept and also
provides additional guidance for estimating fair value when the
volume and level of activity for the asset or liability have
significantly decreased. The guidance was effective for interim
reporting periods ending after June 15, 2009. The adoption
of this guidance did not have a material impact on the
Huntingtons consolidated financial statements.
ASC Topic 825 Financial Instruments (FSP
FAS 107-1
and APB
28-1,
Interim Disclosures about Fair Value of Financial
Instruments) (ASC 825). This accounting guidance was
originally issued in April 2009 and is now included in ASC 825.
The guidance requires disclosures about fair value of financial
instruments for interim reporting periods of publicly traded
companies as well as in annual financial statements. This
guidance was adopted for interim reporting periods ending after
June 15, 2009 (See Note 21).
ASC Topic 855 Subsequent Events (Statement
No. 165, Subsequent Events) (ASC 855). This
accounting guidance was originally issued in May 2009 and is now
included in ASC 855. The guidance establishes general standards
of accounting for and disclosure of subsequent events.
Subsequent events are events that occur after the balance sheet
date but before financial statements are issued or are available
to be issued. The guidance is effective for interim or annual
periods ending after June 15, 2009. The adoption of this
guidance was not material to Huntingtons consolidated
financial statements.
ASC Topic 810 Consolidation (Statement
No. 167, Amendments to FASB Interpretation No. 46R)
(ASC 810) This accounting guidance was originally
issued in June 2009 and is now included in ASC 810. The guidance
amends the consolidation guidance applicable for variable
interest entities (VIE). The guidance is effective for financial
statements issued for fiscal years and interim periods beginning
after November 15, 2009, and early adoption is prohibited.
Huntington previously transferred automobile loans and leases to
a trust in a securitization transaction. With adoption of the
amended guidance, the trust will be consolidated as of
January 1, 2010. Total net assets are anticipated to
increase by approximately $600 million. Based upon the
current regulatory requirements, Huntington anticipates the
impact of adopting will result in a slight decrease to risk
weighted capital ratios.
ASC Topic 860 Transfers and Servicing (Statement
No. 166, Accounting for Transfers of Financial
Assets an amendment of FASB Statement No. 140)
(ASC 860). This accounting guidance was originally
issued in June 2009 and is now included in ASC 860. The guidance
removes the concept of a qualifying special purpose entity and
changes the requirements for derecognizing financial assets.
Many types of transferred financial assets that would have been
derecognized previously are no longer eligible for
derecognition. The guidance is effective for financial
statements issued for fiscal years and interim periods beginning
after November 15, 2009, and early adoption is prohibited.
The guidance applies prospectively to transfers of financial
assets occurring on or after the effective date. The guidance
will impact structuring of securitizations and other transfers
of financial assets in order to meet the amended sale treatment
criteria.
ASC Topic 715 Compensation Retirement
Benefits (FSP
FAS 132R-1,
Employers Disclosures about Postretirement Benefit Plan
Assets) (ASC 715). This accounting guidance was
originally issued in December 2008 and is now included in ASC
715. The guidance requires additional disclosures about plan
146
assets in an employers defined benefit pension and other
postretirement plans. The required disclosures have been
included in Note 20.
Accounting Standards Update (ASU)
2010-6
Fair Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements. The ASU amends
Subtopic
820-10 with
new disclosure requirements and clarification of existing
disclosure requirements. New disclosures required include the
amount of significant transfers in and out of levels 1 and
2 fair value measurements and the reasons for the transfers. In
addition, the reconciliation for level 3 activity will be
required on a gross rather than net basis. The ASU provides
additional guidance related to the level of disaggregation in
determining classes of assets and liabilities and disclosures
about inputs and valuation techniques. The amendments are
effective for annual or interim reporting periods beginning
after December 15, 2009, except for the requirement to
provide the reconciliation for level 3 activity on a gross
basis which will be effective for fiscal years beginning after
December 15, 2010. (See Note 21).
On October 2, 2009, Huntington assumed the deposits and
certain assets of Warren Bank located in Macomb County, Michigan
from the Federal Deposit Insurance Corporation (FDIC). Under the
agreement, approximately $410.0 million of deposits and
$66.2 million of other assets (primarily cash and due from
banks and investment securities) were transferred to Huntington
for consideration including a premium for the deposits of
$0.9 million. The FDIC transferred cash to Huntington for
the difference between the assets purchased and the liabilities
assumed net of the premium. Goodwill of $0.6 million was
established related to this transaction.
At December 31, 2009, $8.5 billion of commercial and
industrial loans and home equity loans were pledged to secure
potential discount window borrowings from the Federal Reserve
Bank, and $8.0 billion of real estate loans were pledged to
secure advances from the Federal Home Loan Bank.
Huntingtons loan and lease portfolio includes lease
financing receivables consisting of direct financing leases on
equipment, which are included in commercial and industrial
loans, and on automobiles. Net investments in lease financing
receivables by category at December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
Lease payments receivable
|
|
$
|
934,470
|
|
|
$
|
1,119,487
|
|
Estimated residual value of leased assets
|
|
|
54,635
|
|
|
|
56,705
|
|
|
|
|
|
|
|
|
|
|
Gross investment in commercial lease financing receivables
|
|
|
989,105
|
|
|
|
1,176,192
|
|
Net deferred origination costs
|
|
|
3,207
|
|
|
|
3,946
|
|
Unearned income
|
|
|
(109,090
|
)
|
|
|
(151,296
|
)
|
|
|
|
|
|
|
|
|
|
Total net investment in commercial lease financing
receivables
|
|
$
|
883,222
|
|
|
$
|
1,028,842
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
Lease payments receivable
|
|
$
|
91,099
|
|
|
$
|
246,919
|
|
Estimated residual value of leased assets
|
|
|
171,610
|
|
|
|
362,512
|
|
|
|
|
|
|
|
|
|
|
Gross investment in consumer lease financing receivables
|
|
|
262,709
|
|
|
|
609,431
|
|
Net deferred origination fees
|
|
|
(384
|
)
|
|
|
(840
|
)
|
Unearned income
|
|
|
(16,060
|
)
|
|
|
(45,174
|
)
|
|
|
|
|
|
|
|
|
|
Total net investment in consumer lease financing
receivables
|
|
$
|
246,265
|
|
|
$
|
563,417
|
|
|
|
|
|
|
|
|
|
|
147
The future lease rental payments due from customers on direct
financing leases at December 31, 2009, totaled
$1.0 billion and were as follows: $0.4 billion in
2010; $0.3 billion in 2011; $0.2 billion in 2012;
$0.1 billion in 2013; and less than $0.1 billion in
2014 and thereafter.
Other than the credit risk concentrations described below, there
were no other economic, industry, or geographic concentrations
of credit risk greater than 10% of total loans in the loan and
lease portfolio at December 31, 2009.
Franklin
Credit Management relationship
Franklin Credit Management Corporation (Franklin) is a specialty
consumer finance company primarily engaged in servicing
residential mortgage loans. At December 31, 2008,
Huntingtons total loans outstanding to Franklin were
$650.2 million, all of which were 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. The collateral to
Huntingtons loans was a Franklin owned portfolio of loans
secured by first and second liens on 1-4 family residential
properties.
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 Subs sole assets were two trust
participation certificates evidencing 83% ownership rights in a
newly created trust, Franklin Mortgage Asset
Trust 2009-A
(Franklin 2009 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.
Franklin 2009 Trust is a variable interest entity and, as a
result of Huntingtons 83% participation certificates,
Franklin 2009 Trust was consolidated into Huntingtons
financial results. The consolidation was recorded as a business
combination with the fair value of the equity interests issued
to Franklin representing the acquisition price.
ASC 310 (formerly
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.
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 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.
At December 31, 2009, there were no additional credit
losses recorded on the portfolio and no adjustment to the
accretable yield or nonaccretable yield was required.
148
The following table reflects the contractually required payments
receivable, cash flows expected to be collected, and fair value
of the loans at the acquisition date on March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
OREO
|
|
|
Total
|
|
(In thousands)
|
|
|
Contractually required payments including interest
|
|
$
|
1,612,695
|
|
|
$
|
113,732
|
|
|
$
|
1,726,427
|
|
Less: nonaccretable difference
|
|
|
(1,079,362
|
)
|
|
|
(34,136
|
)
|
|
|
(1,113,498
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows expected to be collected
|
|
|
533,333
|
|
|
|
79,596
|
|
|
|
612,929
|
|
Less: accretable yield
|
|
|
(39,781
|
)
|
|
|
|
|
|
|
(39,781
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of loans acquired
|
|
$
|
493,552
|
|
|
$
|
79,596
|
|
|
$
|
573,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of the acquired mortgage loans and OREO assets
were based upon a market participant model. 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. 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. Principal and interest cash
flows were estimated to be received for a limited time for non
delinquent loans. 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 resulting cash flows were discounted at an 18%
rate of return.
The following table presents a rollforward of the accretable
yield from the beginning of the period to the end of the period:
|
|
|
|
|
|
|
Accretable
|
|
|
|
Yield
|
|
(In thousands)
|
|
|
Balance at December 31, 2008
|
|
$
|
|
|
Impact of Franklin transaction on March 31, 2009
|
|
|
39,781
|
|
Additions
|
|
|
|
|
Accretion
|
|
|
(4,495
|
)
|
Reclassification from (to) nonaccretable difference
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
$
|
35,286
|
|
|
|
|
|
|
The following table reflects the outstanding balance of all
contractually required payments and carrying amounts of the
acquired loans at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
Outstanding
|
|
|
|
Value
|
|
|
Balance
|
|
(In thousands)
|
|
|
Residential mortgage
|
|
$
|
373,117
|
|
|
$
|
680,068
|
|
Home equity
|
|
|
70,737
|
|
|
|
810,139
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
443,854
|
|
|
$
|
1,490,207
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, $129.2 million of the loans
accrue interest while $314.7 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.
The consolidation of Franklin 2009 Trust at March 31, 2009
resulted in the recording of a $95.8 million liability,
representing the 17% of Franklin 2009 Trust certificates not
acquired by Huntington. At December 31, 2009, the balance
of the liability was $79.9 million. These certificates were
retained by Franklin.
149
In accordance with ASC 805, at March 31, 2009 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 83%
interest in the Franklin 2009 Trust participant certificate, no
goodwill was created from the transaction. The recording of the
net deferred tax asset resulted in a bargain purchase under ASC
805, and, therefore, was recorded as tax benefit in the 2009
first quarter.
Single
Family Home Builders
At December 31, 2009, Huntington had $857.4 million of
loans to single family homebuilders, including loans made to
both middle market and small business homebuilders. Such loans
represented 2% of total loans and leases. Of this portfolio, 67%
were to finance projects currently under construction, 15% to
finance land under development, and 18% to finance land held for
development. The decline from December 31, 2008 was
primarily the result of a reclassification of loans from
commercial real estate to commercial and industrial. Other
factors contributing to the decrease in exposure include no new
originations in this portfolio segment in 2009, increased
property sale activity, and substantial charge-offs.
The housing market across Huntingtons 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 Huntingtons geographic regions
was to finance projects outside of our geographic regions.
Retail
properties
Huntingtons portfolio of commercial real estate loans
secured by retail properties totaled $2.1 billion, or
approximately 6% of total loans and leases, at December 31,
2009. Loans to this borrower segment decreased by
$0.2 billion from $2.3 billion at December 31,
2008. 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 Companys
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.
Home
Equity and Residential Mortgage Loans (excluding loans in
Franklin 2009 Trust)
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 institutions 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 originate mortgage loan products that
contain these terms. Recent declines in housing prices have
likely eliminated a portion of the collateral for the home
equity portfolio, such that some loans originally underwritten
at an LTV of less than 100% are currently at higher than 100%.
Home equity loans totaled $7.6 billion at both
December 31, 2009 and 2008, or 21% and 18% of total loans
at the end of each respective period. At December 31, 2009,
84% of the home equity loans had a loan to value ratio at
origination of less than 90%.
As part of the Companys 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 borrowers ability to repay the loan.
150
Related
Party Transactions
Huntington has made loans to its officers, directors, and their
associates. These loans were made in the ordinary course of
business under normal credit terms, including interest rate and
collateralization, and do not represent more than the normal
risk of collection. These loans to related parties for the year
ended December 31 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
90,787
|
|
|
$
|
96,393
|
|
Loans made
|
|
|
28,608
|
|
|
|
121,417
|
|
Repayments
|
|
|
(45,831
|
)
|
|
|
(127,023
|
)
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
73,564
|
|
|
$
|
90,787
|
|
|
|
|
|
|
|
|
|
|
The following tables provide amortized cost, fair value, and
gross unrealized gains and losses recognized in accumulated
other comprehensive income by investment category at
December 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Amortized
|
|
|
Gross
|
|
|
Gross
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
(In thousands)
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
99,735
|
|
|
$
|
|
|
|
$
|
(581
|
)
|
|
$
|
99,154
|
|
Federal Agencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
3,444,436
|
|
|
|
44,835
|
|
|
|
(9,163
|
)
|
|
|
3,480,108
|
|
TLGP securities
|
|
|
258,672
|
|
|
|
2,037
|
|
|
|
(321
|
)
|
|
|
260,388
|
|
Other agencies
|
|
|
2,724,815
|
|
|
|
6,346
|
|
|
|
(4,158
|
)
|
|
|
2,727,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Government backed securities
|
|
|
6,527,658
|
|
|
|
53,218
|
|
|
|
(14,223
|
)
|
|
|
6,566,653
|
|
Municipal securities
|
|
|
118,447
|
|
|
|
6,424
|
|
|
|
(86
|
)
|
|
|
124,785
|
|
Private label CMO
|
|
|
534,377
|
|
|
|
99
|
|
|
|
(57,157
|
)
|
|
|
477,319
|
|
Asset backed securities(1)
|
|
|
1,128,474
|
|
|
|
7,709
|
|
|
|
(155,867
|
)
|
|
|
980,316
|
|
Other securities
|
|
|
439,132
|
|
|
|
296
|
|
|
|
(587
|
)
|
|
|
438,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
|
|
$
|
8,748,088
|
|
|
$
|
67,746
|
|
|
$
|
(227,920
|
)
|
|
$
|
8,587,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts at December 31, 2009 include securities backed by
automobile loans with a fair value of $309.4 million which
meet the eligibility requirements for the Term Asset-Backed
Securities Loan Facility, or TALF, administered by
the Federal Reserve Bank of New York, and securities with a fair
value of $161.0 million backed by student loans with a
minimum 97% government guarantee. |
151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Amortized
|
|
|
Gross
|
|
|
Gross
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
(In thousands)
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
11,141
|
|
|
$
|
16
|
|
|
$
|
|
|
|
$
|
11,157
|
|
Federal Agencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
1,625,656
|
|
|
|
18,822
|
|
|
|
(16,897
|
)
|
|
|
1,627,581
|
|
TLGP securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other agencies
|
|
|
587,500
|
|
|
|
16,748
|
|
|
|
(8
|
)
|
|
|
604,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Government backed securities
|
|
|
2,224,297
|
|
|
|
35,586
|
|
|
|
(16,905
|
)
|
|
|
2,242,978
|
|
Municipal securities
|
|
|
710,148
|
|
|
|
13,897
|
|
|
|
(13,699
|
)
|
|
|
710,346
|
|
Private label CMO
|
|
|
674,506
|
|
|
|
|
|
|
|
(150,991
|
)
|
|
|
523,515
|
|
Asset backed securities
|
|
|
652,881
|
|
|
|
|
|
|
|
(188,854
|
)
|
|
|
464,027
|
|
Other securities
|
|
|
443,991
|
|
|
|
114
|
|
|
|
(514
|
)
|
|
|
443,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
|
|
$
|
4,705,823
|
|
|
$
|
49,597
|
|
|
$
|
(370,963
|
)
|
|
$
|
4,384,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables provide detail on investment securities
with unrealized losses aggregated by investment category and
length of time the individual securities have been in a
continuous loss position, at December 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months
|
|
|
Over 12 Months
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
(In thousands)
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
99,154
|
|
|
$
|
(581
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
99,154
|
|
|
$
|
(581
|
)
|
Federal Agencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
1,324,960
|
|
|
|
(9,163
|
)
|
|
|
|
|
|
|
|
|
|
|
1,324,960
|
|
|
|
(9,163
|
)
|
TLGP securities
|
|
|
49,675
|
|
|
|
(321
|
)
|
|
|
|
|
|
|
|
|
|
|
49,675
|
|
|
|
(321
|
)
|
Other agencies
|
|
|
1,443,309
|
|
|
|
(4,081
|
)
|
|
|
6,475
|
|
|
|
(77
|
)
|
|
|
1,449,784
|
|
|
|
(4,158
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Government backed securities
|
|
|
2,917,098
|
|
|
|
(14,146
|
)
|
|
|
6,475
|
|
|
|
(77
|
)
|
|
|
2,923,573
|
|
|
|
(14,223
|
)
|
Municipal securities
|
|
|
3,993
|
|
|
|
(7
|
)
|
|
|
3,741
|
|
|
|
(79
|
)
|
|
|
7,734
|
|
|
|
(86
|
)
|
Private label CMO
|
|
|
15,280
|
|
|
|
(3,831
|
)
|
|
|
452,439
|
|
|
|
(53,326
|
)
|
|
|
467,719
|
|
|
|
(57,157
|
)
|
Asset backed securities
|
|
|
236,451
|
|
|
|
(8,822
|
)
|
|
|
207,581
|
|
|
|
(147,045
|
)
|
|
|
444,032
|
|
|
|
(155,867
|
)
|
Other securities
|
|
|
39,413
|
|
|
|
(372
|
)
|
|
|
410
|
|
|
|
(215
|
)
|
|
|
39,823
|
|
|
|
(587
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities
|
|
$
|
3,212,235
|
|
|
$
|
(27,178
|
)
|
|
$
|
670,646
|
|
|
$
|
(200,742
|
)
|
|
$
|
3,882,881
|
|
|
$
|
(227,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months
|
|
|
Over 12 Months
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
(In thousands )
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Federal Agencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
417,988
|
|
|
|
(16,897
|
)
|
|
|
|
|
|
|
|
|
|
|
417,988
|
|
|
|
(16,897
|
)
|
TLGP securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other agencies
|
|
|
|
|
|
|
|
|
|
|
2,028
|
|
|
|
(8
|
)
|
|
|
2,028
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Government backed securities
|
|
|
417,988
|
|
|
|
(16,897
|
)
|
|
|
2,028
|
|
|
|
(8
|
)
|
|
|
420,016
|
|
|
|
(16,905
|
)
|
Municipal securities
|
|
|
276,990
|
|
|
|
(6,951
|
)
|
|
|
40,913
|
|
|
|
(6,748
|
)
|
|
|
317,903
|
|
|
|
(13,699
|
)
|
Private label CMO
|
|
|
449,494
|
|
|
|
(130,914
|
)
|
|
|
57,024
|
|
|
|
(20,077
|
)
|
|
|
506,518
|
|
|
|
(150,991
|
)
|
Asset backed securities
|
|
|
61,304
|
|
|
|
(24,220
|
)
|
|
|
164,074
|
|
|
|
(164,634
|
)
|
|
|
225,378
|
|
|
|
(188,854
|
)
|
Other securities
|
|
|
1,132
|
|
|
|
(323
|
)
|
|
|
1,149
|
|
|
|
(191
|
)
|
|
|
2,281
|
|
|
|
(514
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities
|
|
$
|
1,206,908
|
|
|
$
|
(179,305
|
)
|
|
$
|
265,188
|
|
|
$
|
(191,658
|
)
|
|
$
|
1,472,096
|
|
|
$
|
(370,963
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other securities at December 31, 2009 and 2008 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 $90.4 million
and $141.7 million, respectively, of Federal Reserve Bank
stock. Other securities also include corporate debt and
marketable equity securities. At December 31, 2009 and
2008, Huntington did not have any material equity positions in
Federal National Mortgage Association (FNMA or Fannie Mae) and
the Federal Home Loan Mortgage Corporation (FHLMC or Freddie
Mac).
During the first quarter of 2010, Federal Home Loan Bank of
Cincinnati redeemed $75.0 million of stock held by
Huntington.
Contractual maturities of investment securities as of December
31 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Cost
|
|
|
Value
|
|
(In thousands)
|
|
|
Under 1 year
|
|
$
|
162,238
|
|
|
$
|
164,768
|
|
|
$
|
11,690
|
|
|
$
|
11,709
|
|
1 5 years
|
|
|
3,278,176
|
|
|
|
3,279,359
|
|
|
|
637,982
|
|
|
|
656,659
|
|
6 10 years
|
|
|
1,013,065
|
|
|
|
1,019,152
|
|
|
|
225,186
|
|
|
|
231,226
|
|
Over 10 years
|
|
|
3,863,487
|
|
|
|
3,694,008
|
|
|
|
3,394,931
|
|
|
|
3,049,334
|
|
Non-marketable equity securities
|
|
|
376,640
|
|
|
|
376,640
|
|
|
|
427,973
|
|
|
|
427,973
|
|
Marketable equity securities
|
|
|
54,482
|
|
|
|
53,987
|
|
|
|
8,061
|
|
|
|
7,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
|
|
$
|
8,748,088
|
|
|
$
|
8,587,914
|
|
|
$
|
4,705,823
|
|
|
$
|
4,384,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-marketable equity securities are valued at amortized cost.
At December 31, 2009, the carrying value of investment
securities pledged to secure public and trust deposits, trading
account liabilities, U.S. Treasury demand notes, and
security repurchase agreements totaled $2.8 billion. There
were no securities of a single issuer, which are not
governmental or government-sponsored, that exceeded 10% of
shareholders equity at December 31, 2009.
153
The following table is a summary of securities gains and losses
for the years ended December 31, 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Gross gains on sales of securities
|
|
$
|
59,762
|
|
|
$
|
9,364
|
|
|
|
15,216
|
|
Gross (losses) on sales of securities
|
|
|
(10,947
|
)
|
|
|
(10
|
)
|
|
|
(1,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on sales of securities
|
|
|
48,815
|
|
|
|
9,354
|
|
|
|
13,536
|
|
Net
other-than-temporary
impairment recorded
|
|
|
(59,064
|
)
|
|
|
(206,724
|
)
|
|
|
(43,274
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities gain (loss)
|
|
$
|
(10,249
|
)
|
|
$
|
(197,370
|
)
|
|
|
(29,738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington applied the related OTTI guidance as further
described in Note 1 on the debt security types listed below.
Alt-A mortgage-backed and private-label collateralized
mortgage obligation (CMO) securities represent
securities collateralized by first-lien residential mortgage
loans. The securities are valued by a third party specialist
using a discounted cash flow approach and 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.
Pooled-trust-preferred securities represent
collateralized debt obligations (CDOs) backed by a pool of debt
securities issued by financial institutions. The collateral
generally consisted of trust-preferred securities and
subordinated debt securities issued by banks, bank holding
companies, and insurance companies. A full cash flow analysis
was used to estimate fair values and assess impairment for each
security within this portfolio. We engaged a third party
specialist with direct industry experience in pooled trust
preferred securities valuations to provide assistance in
estimating the fair value and expected cash flows for each
security in this portfolio.
Relying on cash flows was necessary because there was a lack of
observable transactions in the market and many of the original
sponsors or dealers for these securities were no longer able to
provide a fair value that was compliant with ASC 820.
For the period ended December 31, 2009, the following
tables summarizes by debt security type, total OTTI losses, OTTI
losses included in OCI, and OTTI recognized in the income
statement for securities evaluated for impairment as described
above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alt-A
|
|
|
Pooled
|
|
|
Private
|
|
|
|
|
|
|
Mortgage-Backed
|
|
|
Trust-Preferred
|
|
|
Label CMO
|
|
|
Total
|
|
(In thousands)
|
|
|
Total OTTI losses (unrealized and realized)
|
|
$
|
(16,906
|
)
|
|
$
|
(131,902
|
)
|
|
$
|
(30,727
|
)
|
|
$
|
(179,535
|
)
|
Unrealized OTTI recognized in OCI
|
|
|
6,186
|
|
|
|
93,491
|
|
|
|
24,731
|
|
|
|
124,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impairment losses recognized in earnings
|
|
$
|
(10,720
|
)
|
|
$
|
(38,411
|
)
|
|
$
|
(5,996
|
)
|
|
$
|
(55,127
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
154
The following table rolls forward the unrealized OTTI recognized
in OCI on debt securities held by Huntington for the year ended
December 31, 2009 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alt-A
|
|
|
Pooled
|
|
|
Private
|
|
|
|
|
|
|
Mortgage-Backed
|
|
|
Trust-Preferred
|
|
|
Label CMO
|
|
|
Total
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Credit losses not previous recognized
|
|
|
6,186
|
|
|
|
94,522
|
|
|
|
28,184
|
|
|
|
128,892
|
|
Change in expected cash flows
|
|
|
|
|
|
|
(7,748
|
)
|
|
|
(3,453
|
)
|
|
|
(11,201
|
)
|
Additional credit losses
|
|
|
|
|
|
|
6,717
|
|
|
|
|
|
|
|
6,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
6,186
|
|
|
$
|
93,491
|
|
|
$
|
24,731
|
|
|
$
|
124,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of these assets have been impacted by various
market conditions. The unrealized losses were 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. 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
does not intend to sell, nor does it believe it will be required
to sell these securities until the fair value is recovered,
which may be maturity and, therefore, does not consider them to
be
other-than-temporarily
impaired at December 31, 2009.
The following table displays the cumulative credit component of
OTTI recognized in earnings on debt securities held by
Huntington for the year ended December 31, 2009 is as
follows:
|
|
|
|
|
|
|
2009
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
|
|
Credit component of OTTI not reclassified to OCI in conjunction
with the cumulative effect transition adjustment
|
|
|
24
|
|
Additions for the credit component on debt securities in which
OTTI was not previously recognized
|
|
|
55,127
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
55,151
|
|
|
|
|
|
|
As of December 31, 2009, management has evaluated all other
investment securities with unrealized losses and all
non-marketable securities for impairment and concluded no
additional
other-than-temporary
impairment is required.
|
|
7.
|
LOAN
SALES AND SECURITIZATIONS
|
Residential
Mortgage Loans
For the years ended December 31, 2009, 2008, and 2007,
Huntington sold $4.3 billion, $2.8 billion and
$1.9 billion of residential mortgage loans with servicing
retained, resulting in net pre-tax gains of $87.2 million,
$27.8 million and $23.9 million, respectively,
recorded in other non-interest income.
A MSR is established only when the servicing is contractually
separated from the underlying mortgage loans by sale or
securitization of the loans with servicing rights retained.
At initial recognition, the MSR asset is established at its fair
value using assumptions that are consistent with assumptions
used to estimate the fair value of existing MSRs carried at fair
value in the portfolio. At the time of initial capitalization,
MSRs are grouped into one of two categories depending on whether
Huntington intends to actively hedge the asset. MSR assets are
recorded using the fair value method if the Company will engage
in actively hedging the asset or recorded using the amortization
method if no active hedging will be performed. MSRs are included
in accrued income and other assets in the Companys
consolidated balance
155
sheet. Any increase or decrease in the fair value or amortized
cost 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 tables summarize the changes in MSRs recorded
using either the fair value method or the amortization method
for the years ended December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
Fair Value Method
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Fair value, beginning of year
|
|
$
|
167,438
|
|
|
$
|
207,894
|
|
New servicing assets created
|
|
|
23,074
|
|
|
|
38,846
|
|
Change in fair value during the period due to:
|
|
|
|
|
|
|
|
|
Time decay(1)
|
|
|
(6,798
|
)
|
|
|
(7,842
|
)
|
Payoffs(2)
|
|
|
(38,486
|
)
|
|
|
(18,792
|
)
|
Changes in valuation inputs or assumptions(3)
|
|
|
34,305
|
|
|
|
(52,668
|
)
|
Other changes
|
|
|
(3,106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value, end of year
|
|
$
|
176,427
|
|
|
$
|
167,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
|
|
|
|
|
|
|
|
|
Amortization Method
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Carrying value, beginning of year
|
|
$
|
|
|
|
$
|
|
|
New servicing assets created
|
|
|
40,452
|
|
|
|
|
|
Amortization and other
|
|
|
(2,287
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value, end of year
|
|
$
|
38,165
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Fair value, end of year
|
|
$
|
43,769
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31, 2009 to changes in these assumptions
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decline in Fair Value Due to
|
|
|
|
|
|
|
10%
|
|
|
20%
|
|
|
|
|
|
|
Adverse
|
|
|
Adverse
|
|
|
|
Actual
|
|
|
Change
|
|
|
Change
|
|
(In thousands)
|
|
|
Constant pre-payment rate
|
|
|
10.26
|
%
|
|
$
|
(11,811
|
)
|
|
$
|
(21,133
|
)
|
Spread over forward interest rate swap rates
|
|
|
483
|
bps
|
|
|
(3,656
|
)
|
|
|
(7,312
|
)
|
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.
156
Total servicing fees included in mortgage banking income
amounted to $48.5 million, $45.6 million, and
$36.0 million in 2009, 2008, and 2007, respectively. The
unpaid principal balance of residential mortgage loans serviced
for third parties was $16.0 billion, $15.8 billion,
and $15.1 billion at December 31, 2009, 2008, and
2007, respectively.
Automobile
Loans and Leases
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 ASC 860. Huntington retained a portion of
the related securities, with par values totaling
$210.9 million and recorded a $47.1 million retained
residual interest as a result of the transaction. Subsequent to
the transaction, in the second quarter of 2009, Huntington sold
a portion of these securities with par values totaling
$78.4 million. These amounts were recorded as investment
securities on Huntingtons consolidated balance sheet.
Huntington also recorded a $5.9 million loss in other
noninterest income on the 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 method. A servicing asset is established at fair
value at the time of the sale using the following assumptions:
actual servicing income of 0.55% 1.00%, adequate
compensation for servicing of 0.50% 0.65%, other
ancillary fees of approximately 0.37% 0.50%, a
discount rate of 2% 10% and an estimated return on
payments prior to remittance to investors. 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 years ended December 31, 2009 and 2008, and
the fair value at the end of each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Carrying value, beginning of year
|
|
$
|
1,656
|
|
|
$
|
4,099
|
|
New servicing assets created
|
|
|
19,538
|
|
|
|
|
|
Amortization and other
|
|
|
(8,282
|
)
|
|
|
(2,443
|
)
|
|
|
|
|
|
|
|
|
|
Carrying value, end of year
|
|
$
|
12,912
|
|
|
$
|
1,656
|
|
|
|
|
|
|
|
|
|
|
Fair value, end of year
|
|
$
|
14,985
|
|
|
$
|
1,926
|
|
|
|
|
|
|
|
|
|
|
Huntington has retained servicing responsibilities on sold
automobile loans and receives annual servicing fees and other
ancillary fees on the outstanding loan balances. Servicing
income, net of amortization of capitalized servicing assets,
amounted to $6.4 million, $6.8 million and
$11.9 million for the years ended December 31, 2009,
2008 and 2007, respectively. The unpaid principal balance of
automobile loans serviced for third parties was
$1.1 billion, $0.5 billion , and $1.0 billion at
December 31, 2009, 2008 and 2007, respectively.
At December 31, 2009, retained interests in automobile
securitizations totaled $45.9 million. Quoted market prices
are generally not available for retained interests in automobile
securitizations. At December 31,
157
2009, the key economic assumptions used to measure the fair
value of retained interests and the sensitivity of such fair
value to immediate 10% and 20% adverse changes in those
assumptions were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decline in Fair Value Due to
|
|
|
|
|
|
|
10%
|
|
|
20%
|
|
|
|
|
|
|
Adverse
|
|
|
Adverse
|
|
|
|
Actual
|
|
|
Change
|
|
|
Change
|
|
(In thousands)
|
|
|
Monthly prepayment rate (ABS curve)
|
|
|
1.3
|
|
|
$
|
(361
|
)
|
|
$
|
(642
|
)
|
Expected cumulative credit losses
|
|
|
3.0
|
%
|
|
|
(2,919
|
)
|
|
|
(5,756
|
)
|
Discount rate
|
|
|
11.0
|
|
|
|
(1,697
|
)
|
|
|
(3,325
|
)
|
Certain cash flows received from the securitization trusts
during 2009 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing fees received
|
|
$
|
6,838
|
|
|
|
|
|
|
|
|
|
Other cash flows on retained interest
|
|
|
6,934
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
ALLOWANCES
FOR CREDIT LOSSES (ACL)
|
The Company maintains two reserves, both of which are available
to absorb possible credit losses: an allowance for loan and
lease losses (ALLL) and an allowance for unfunded loan
commitments and letters of credit (AULC). When summed together,
these reserves constitute the total allowances for credit losses
(ACL). A summary of the transactions in the allowances for
credit losses and details regarding impaired loans and leases
follows for the three years ended December 31, 2009, 2008
and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Allowance for loan and leases losses, beginning of year
(ALLL)
|
|
$
|
900,227
|
|
|
$
|
578,442
|
|
|
$
|
272,068
|
|
Acquired allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
|
|
188,128
|
|
Loan and lease losses
|
|
|
(1,561,378
|
)
|
|
|
(806,329
|
)
|
|
|
(517,943
|
)
|
Recoveries of loans previously charged off
|
|
|
84,791
|
|
|
|
48,262
|
|
|
|
40,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loan and lease losses
|
|
|
(1,476,587
|
)
|
|
|
(758,067
|
)
|
|
|
(477,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan and lease losses
|
|
|
2,069,931
|
|
|
|
1,067,789
|
|
|
|
628,802
|
|
Economic reserve transfer
|
|
|
|
|
|
|
12,063
|
|
|
|
|
|
Allowance for assets sold and securitized
|
|
|
(9,188
|
)
|
|
|
|
|
|
|
|
|
Allowance for loans transferred to
held-for-sale
|
|
|
(1,904
|
)
|
|
|
|
|
|
|
(32,925
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan and lease losses, end of year
|
|
$
|
1,482,479
|
|
|
$
|
900,227
|
|
|
$
|
578,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for unfunded loan commitments and letters of
credit, beginning of year (AULC)
|
|
$
|
44,139
|
|
|
$
|
66,528
|
|
|
$
|
40,161
|
|
Acquired AULC
|
|
|
|
|
|
|
|
|
|
|
11,541
|
|
Provision for (reduction in) unfunded loan commitments and
letters of credit losses
|
|
|
4,740
|
|
|
|
(10,326
|
)
|
|
|
14,826
|
|
Economic reserve transfer
|
|
|
|
|
|
|
(12,063
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for unfunded loan commitments and letters of
credit, end of year
|
|
$
|
48,879
|
|
|
$
|
44,139
|
|
|
$
|
66,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowances for credit losses (ACL)
|
|
$
|
1,531,358
|
|
|
$
|
944,366
|
|
|
$
|
644,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Recorded balance of impaired loans, at end of year(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
With specific reserves assigned to the loan and lease balances(2)
|
|
$
|
873,215
|
|
|
$
|
1,122,575
|
|
|
$
|
1,318,518
|
|
With no specific reserves assigned to the loan and lease balances
|
|
|
221,384
|
|
|
|
75,799
|
|
|
|
33,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,094,599
|
|
|
$
|
1,198,374
|
|
|
$
|
1,351,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average balance of impaired loans for the year(1)
|
|
$
|
1,010,044
|
|
|
$
|
1,369,857
|
|
|
$
|
424,797
|
|
Allowance for loan and lease losses on impaired loans(1)
|
|
|
175,442
|
|
|
|
301,457
|
|
|
|
142,058
|
|
|
|
|
(1) |
|
2009 includes impaired commercial and industrial loans and
commercial real estate loans with outstanding balances greater
than $1 million. 2008 and prior periods includes impaired
commercial and industrial loans and commercial real estate loans
with outstanding balances greater than $1 million for
business-banking loans, and $500,000 for all other loans. A loan
is impaired when it is probable that Huntington will be unable
to collect all amounts due according to the contractual terms of
the loan agreement. Impaired loans are included in
non-performing assets. The amount of interest recognized in
2009, 2008 and 2007 on impaired loans while they were considered
impaired was $0.1 million, $55.8 million, and
$0.9 million, respectively. The recovery of the investment
in impaired loans with no specific reserves generally is
expected from the sale of collateral, net of costs to sell that
collateral. |
|
(2) |
|
As a result of the troubled debt restructuring , the loans to
Franklin of $1.2 billion and $0.7 billion are included
in impaired loans at the end of 2007 and 2008, respectively. |
As shown in the table above, in 2008, the economic reserve
component of the AULC was reclassified to the economic reserve
component of the ALLL, resulting in the entire economic reserve
component of the ACL residing in the ALLL.
The $582.3 million increase in the ALLL primarily reflected
an increase in specific reserves associated with impaired loans
and an increase associated with risk-grade migration,
predominantly in the commercial portfolio. The increase is also
the result of a change in estimate resulting from the 2009
fourth quarter review of our ACL practices and assumptions,
consisting of:
|
|
|
|
|
Approximately $200 million increase in the judgmental
component.
|
|
|
|
Approximately $200 million allocated primarily to the
commercial real estate (CRE) portfolio addressing the severity
of CRE loss-given-default percentages and a longer term view of
the loss emergence time period.
|
|
|
|
Approximately $50 million from updating the consumer
reserve factors to include the current delinquency status.
|
Partially offset by:
|
|
|
|
|
$130 million of previously established Franklin specific
reserves utilized to absorb related net charge-offs due to the
2009 first quarter Franklin restructuring.
|
|
|
9.
|
GOODWILL
AND OTHER INTANGIBLE ASSETS
|
During the second quarter of 2009, Huntington reorganized its
internal reporting structure. The Regional Banking reporting
unit, which through March 31, 2009 had been managed
geographically, is now managed on a product segment approach.
Regional Banking was divided into Retail and Business Banking,
Commercial Banking, and Commercial Real Estate segments.
Regional Banking goodwill was assigned to the new reporting
units affected using a relative fair value allocation. Auto
Finance and Dealer Services (AFDS), Private Financial Group
(PFG), and Treasury / Other remained essentially
unchanged. A rollforward of goodwill by
159
line of business for the years ended December 31, 2009 and
2008, including the reallocation noted above, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regional
|
|
|
Business
|
|
|
Commercial
|
|
|
Commercial
|
|
|
|
|
|
Treasury/
|
|
|
Huntington
|
|
|
|
Banking
|
|
|
Banking
|
|
|
Banking
|
|
|
Real Estate
|
|
|
PFG
|
|
|
Other
|
|
|
Consolidated
|
|
(In thousands)
|
|
|
Balance, January 1, 2008
|
|
$
|
2,906,155
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
87,517
|
|
|
$
|
65,661
|
|
|
$
|
3,059,333
|
|
Adjustments
|
|
|
(17,811
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,661
|
|
|
|
(52,198
|
)
|
|
|
(4,348
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
2,888,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153,178
|
|
|
|
13,463
|
|
|
|
3,054,985
|
|
Impairment, March 31, 2009
|
|
|
(2,573,818
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,895
|
)
|
|
|
|
|
|
|
(2,602,713
|
)
|
Reallocation of goodwill
|
|
|
(314,526
|
)
|
|
|
309,518
|
|
|
|
5,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 1, 2009
|
|
|
|
|
|
|
309,518
|
|
|
|
5,008
|
|
|
|
|
|
|
|
124,283
|
|
|
|
13,463
|
|
|
|
452,272
|
|
Goodwill acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
during the period
|
|
|
|
|
|
|
620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
620
|
|
Impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,231
|
)
|
|
|
(4,231
|
)
|
Other adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,393
|
)
|
|
|
(4,393
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
$
|
|
|
|
$
|
310,138
|
|
|
$
|
5,008
|
|
|
$
|
|
|
|
$
|
124,283
|
|
|
$
|
4,839
|
|
|
$
|
444,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
institutions 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, which resulted in a
goodwill impairment charge of $2.6 billion in the first
quarter of 2009. An impairment charge of $4.2 million was
recorded in the second quarter related to the sale of a small
payments-related business completed in July 2009. Huntington
concluded that no other goodwill impairment was required during
2009.
Goodwill acquired during the period was the result of
Huntingtons assumption of the deposits and certain assets
of Warren Bank in October 2009.
There were no goodwill impairment charges recorded prior to
December 31, 2008. The change in consolidated goodwill for
the year ended December 31, 2008, primarily related to
final purchase accounting adjustments of acquired bank branches,
operating facilities, and other contingent obligations primarily
from an acquisition made on July 1, 2007. Huntington also
transferred goodwill between businesses in response to other
organizational changes. Huntington does not expect a material
amount of goodwill from mergers in 2009 or 2007 to be deductible
for tax purposes.
160
At December 31, 2009 and 2008, Huntingtons other
intangible assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Value
|
|
(In thousands)
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangible
|
|
$
|
376,846
|
|
|
$
|
(168,651
|
)
|
|
$
|
208,195
|
|
Customer relationship
|
|
|
104,574
|
|
|
|
(26,000
|
)
|
|
|
78,574
|
|
Other
|
|
|
26,465
|
|
|
|
(24,136
|
)
|
|
|
2,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets
|
|
$
|
507,885
|
|
|
$
|
(218,787
|
)
|
|
$
|
289,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated amortization expense of other intangible assets
for the next five years is as follows:
|
|
|
|
|
|
|
Amortization
|
|
|
|
Expense
|
|
(In thousands)
|
|
|
2010
|
|
$
|
60,455
|
|
2011
|
|
|
53,342
|
|
2012
|
|
|
46,130
|
|
2013
|
|
|
40,525
|
|
2014
|
|
|
35,843
|
|
|
|
10.
|
PREMISES
AND EQUIPMENT
|
At December 31, premises and equipment were comprised of
the following:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Land and land improvements
|
|
$
|
118,875
|
|
|
$
|
119,042
|
|
Buildings
|
|
|
355,352
|
|
|
|
352,294
|
|
Leasehold improvements
|
|
|
194,405
|
|
|
|
185,278
|
|
Equipment
|
|
|
571,307
|
|
|
|
557,653
|
|
|
|
|
|
|
|
|
|
|
Total premises and equipment
|
|
|
1,239,939
|
|
|
|
1,214,267
|
|
Less accumulated depreciation and amortization
|
|
|
(743,918
|
)
|
|
|
(694,767
|
)
|
|
|
|
|
|
|
|
|
|
Net premises and equipment
|
|
$
|
496,021
|
|
|
$
|
519,500
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization charged to expense and rental
income credited to net occupancy expense for the three years
ended December 31, 2009, 2008 and 2007 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Total depreciation and amortization of premises and equipment
|
|
$
|
66,089
|
|
|
$
|
77,956
|
|
|
$
|
64,052
|
|
Rental income credited to occupancy expense
|
|
|
11,755
|
|
|
|
12,917
|
|
|
|
12,808
|
|
161
|
|
11.
|
SHORT-TERM
BORROWINGS
|
At December 31, short-term borrowings were comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Federal funds purchased
|
|
$
|
800
|
|
|
$
|
50,643
|
|
Securities sold under agreements to repurchase
|
|
|
850,485
|
|
|
|
1,238,484
|
|
Other borrowings
|
|
|
24,956
|
|
|
|
20,030
|
|
|
|
|
|
|
|
|
|
|
Total short-term borrowings
|
|
$
|
876,241
|
|
|
$
|
1,309,157
|
|
|
|
|
|
|
|
|
|
|
Other borrowings consist of borrowings from the
U.S. Treasury and other notes payable.
|
|
12.
|
FEDERAL
HOME LOAN BANK ADVANCES
|
Huntingtons long-term advances from the Federal Home Loan
Bank had weighted average interest rates of 0.88% and 1.23% at
December 31, 2009 and 2008, respectively. These advances,
which predominantly had variable interest rates, were
collateralized by qualifying real estate loans. As of
December 31, 2009 and 2008, Huntingtons maximum
borrowing capacity was $3.0 billion and $4.6 billion,
respectively. The advances outstanding at December 31, 2009
of $169.0 million mature as follows: $142.0 million in
2010; $4.9 million in 2011; none in 2012;
$13.9 million in 2013; and $8.2 million in 2014 and
thereafter.
At December 31, Huntingtons other long-term debt
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
1.66% The Huntington National Bank medium-term notes due through
2018(1)
|
|
$
|
788,397
|
|
|
$
|
505,177
|
|
1.34% Securitization trust notes payable due through 2012
|
|
|
|
|
|
|
4,005
|
|
0.90% Securitization trust notes payable due through 2013(2)
|
|
|
1,059,249
|
|
|
|
721,555
|
|
4.62% Securitization trust note payable due 2018(3)
|
|
|
391,954
|
|
|
|
1,050,895
|
|
7.88% Class C preferred securities of REIT subsidiary, no
maturity
|
|
|
50,000
|
|
|
|
50,000
|
|
Franklin 2009 Trust liability(4)
|
|
|
79,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other long-term debt
|
|
$
|
2,369,491
|
|
|
$
|
2,331,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Bank notes had fixed rates with a weighted-average interest rate
of 1.66% at December 31, 2009. |
|
(2) |
|
Variable effective rate at December 31, 2009, based on one
month LIBOR + 0.67 or 0.90%. |
|
(3) |
|
Combination of fixed and variable rates with a weighted average
interest rate of 4.62% at December 31, 2009. |
|
(4) |
|
Franklin 2009 Trust liability was a result of the consolidation
of Franklin 2009 Trust on March 31, 2009. |
See Note 5 for more information regarding the Franklin
relationship.
Amounts above are net of unamortized discounts and adjustments
related to hedging with derivative financial instruments. The
derivative instruments, principally interest rate swaps, are
used to hedge the fair values of certain fixed-rate debt by
converting the debt to a variable rate. See Note 22 for
more information regarding such financial instruments.
In the 2009 first quarter, the Bank issued $600 million of
guaranteed debt through the Temporary Liquidity Guarantee
Program (TLGP) with the FDIC. The majority of the resulting
proceeds were used to satisfy unsecured other long-term debt
obligations maturing in 2009.
162
Other long-term debt maturities for the next five years are as
follows: $0.2 billion in 2010; none in 2011,
$0.9 billion in 2012; $0.1 billion in 2013, none in
2014 and $1.2 billion thereafter. These maturities are
based upon the par values of long-term debt.
The terms of the other long-term debt obligations contain
various restrictive covenants including limitations on the
acquisition of additional debt in excess of specified levels,
dividend payments, and the disposition of subsidiaries. As of
December 31, 2009, Huntington was in compliance with all
such covenants.
At December 31, Huntingtons subordinated notes
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Parent company:
|
|
|
|
|
|
|
|
|
6.21% subordinated notes due 2013
|
|
$
|
48,732
|
|
|
$
|
48,391
|
|
0.98% junior subordinated debentures due 2027(1)
|
|
|
138,816
|
|
|
|
158,366
|
|
0.88% junior subordinated debentures due 2028(2)
|
|
|
60,093
|
|
|
|
71,093
|
|
8.54% junior subordinated debentures due 2029
|
|
|
23,299
|
|
|
|
23,347
|
|
7.33% junior subordinated debentures due 2030
|
|
|
64,971
|
|
|
|
65,910
|
|
3.45% junior subordinated debentures due 2033(3)
|
|
|
30,929
|
|
|
|
30,929
|
|
3.76% junior subordinated debentures due 2033(4)
|
|
|
6,186
|
|
|
|
6,186
|
|
1.23% junior subordinated debentures due 2036(5)
|
|
|
77,809
|
|
|
|
78,136
|
|
1.27% junior subordinated debentures due 2036(5)
|
|
|
77,810
|
|
|
|
78,137
|
|
6.69% junior subordinated debentures due 2067(6)
|
|
|
114,045
|
|
|
|
249,408
|
|
The Huntington National Bank:
|
|
|
|
|
|
|
|
|
8.18% subordinated notes due 2010
|
|
|
84,144
|
|
|
|
143,261
|
|
6.21% subordinated notes due 2012
|
|
|
64,861
|
|
|
|
64,816
|
|
5.00% subordinated notes due 2014
|
|
|
133,930
|
|
|
|
221,727
|
|
5.59% subordinated notes due 2016
|
|
|
112,385
|
|
|
|
284,048
|
|
5.67% subordinated notes due 2018
|
|
|
144,202
|
|
|
|
244,769
|
|
5.45% subordinated notes due 2019
|
|
|
81,990
|
|
|
|
181,573
|
|
|
|
|
|
|
|
|
|
|
Total subordinated notes
|
|
$
|
1,264,202
|
|
|
$
|
1,950,097
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Variable effective rate at December 31, 2009, based on
three month LIBOR + 0.70. |
|
(2) |
|
Variable effective rate at December 31, 2009, based on
three month LIBOR + 0.625. |
|
(3) |
|
Variable effective rate at December 31, 2009, based on
three month LIBOR + 2.95. |
|
(4) |
|
Variable effective rate at December 31, 2009, based on
three month LIBOR + 3.25. |
|
(5) |
|
Variable effective rate at December 31, 2009, based on
three month LIBOR + 1.40. |
|
(6) |
|
The junior subordinated debentures due 2067 are subordinate to
all other junior subordinated debentures. |
Amounts above are reported net of unamortized discounts and
adjustments related to hedging with derivative financial
instruments. The derivative instruments, principally interest
rate swaps, are used to match the funding rates on certain
assets to hedge the interest rate values of certain fixed-rate
debt by converting the debt to a variable rate. See Note 22
for more information regarding such financial instruments. All
principal is due upon maturity of the note as described in the
table above.
During 2009, Huntington repurchased $702.4 million of
junior subordinated debentures, bank subordinated notes and
medium-term notes resulting in net pre-tax gains of
$147.4 million. In 2008, $48.5 million of the junior
subordinated debentures were repurchased resulting in net
pre-tax gains of $23.5 million.
163
These transactions have been recorded as gains on early
extinguishment of debt, a reduction of noninterest expense in
the consolidated financial statements.
|
|
15.
|
OTHER
COMPREHENSIVE INCOME
|
The components of Huntingtons other comprehensive income
in the three years ended December 31, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Pretax
|
|
|
Benefit
|
|
|
After-Tax
|
|
(In thousands)
|
|
|
Cumulative effect of change in accounting principle for OTTI
debt securities
|
|
$
|
(5,448
|
)
|
|
$
|
1,907
|
|
|
$
|
(3,541
|
)
|
Non-credit-related impairment losses on debt securities not
expected to be sold
|
|
|
(124,408
|
)
|
|
|
43,543
|
|
|
|
(80,865
|
)
|
Unrealized holding gains (losses) on debt securities available
for sale arising during the period
|
|
|
280,789
|
|
|
|
(98,678
|
)
|
|
|
182,111
|
|
Less: Reclassification adjustment for net losses (gains) losses
included in net income
|
|
|
10,249
|
|
|
|
(3,587
|
)
|
|
|
6,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized holding gains (losses) on debt
securities available for sale
|
|
|
166,630
|
|
|
|
(58,722
|
)
|
|
|
107,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on equity securities available
for sale arising during the period
|
|
|
10
|
|
|
|
(3
|
)
|
|
|
7
|
|
Less: Reclassification adjustment for net losses (gains) losses
included in net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized holding gains (losses) on equity
securities available for sale
|
|
|
10
|
|
|
|
(3
|
)
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on derivatives used in cash flow
hedging relationships arising during the period
|
|
|
21,888
|
|
|
|
(7,661
|
)
|
|
|
14,227
|
|
Change in pension and post-retirement benefit plan assets and
liabilities
|
|
|
78,626
|
|
|
|
(27,519
|
)
|
|
|
51,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
$
|
261,706
|
|
|
$
|
(91,998
|
)
|
|
$
|
169,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Pretax
|
|
|
Benefit
|
|
|
After-Tax
|
|
(In thousands)
|
|
|
Unrealized holding (losses) gains on debt securities available
for sale arising during the period
|
|
$
|
(502,756
|
)
|
|
$
|
177,040
|
|
|
$
|
(325,716
|
)
|
Less: Reclassification adjustment for net losses (gains) losses
included in net income
|
|
|
197,370
|
|
|
|
(69,080
|
)
|
|
|
128,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized holding (losses) gains on debt
securities available for sale
|
|
|
(305,386
|
)
|
|
|
107,960
|
|
|
|
(197,426
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding (losses) gains on equity securities available
for sale arising during the period
|
|
|
(490
|
)
|
|
|
171
|
|
|
|
(319
|
)
|
Less: Reclassification adjustment for net losses (gains) losses
included in net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized holding (losses) gains on equity
securities available for sale
|
|
|
(490
|
)
|
|
|
171
|
|
|
|
(319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on derivatives used in cash flow
hedging relationships arising during the period
|
|
|
61,669
|
|
|
|
(21,584
|
)
|
|
|
40,085
|
|
Cumulative effect of changing measurement date provisions for
pension and post-retirement assets and obligations
|
|
|
(5,898
|
)
|
|
|
2,064
|
|
|
|
(3,834
|
)
|
Change in pension and post-retirement benefit plan assets and
liabilities
|
|
|
(177,828
|
)
|
|
|
62,240
|
|
|
|
(115,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive (loss) income
|
|
$
|
(427,933
|
)
|
|
$
|
150,851
|
|
|
$
|
(277,082
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Pretax
|
|
|
Benefit
|
|
|
After-tax
|
|
(In thousands)
|
|
|
Unrealized holding (losses) gains on debt securities available
for sale arising during the period
|
|
$
|
(66,676
|
)
|
|
$
|
23,454
|
|
|
$
|
(43,222
|
)
|
Less: Reclassification adjustment for net losses (gains) losses
included in net income
|
|
|
29,738
|
|
|
|
(10,408
|
)
|
|
|
19,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized holding (losses) gains on debt
securities available for sale
|
|
|
(36,938
|
)
|
|
|
13,046
|
|
|
|
(23,892
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding (losses) gains on equity securities available
for sale arising during the period
|
|
|
(573
|
)
|
|
|
200
|
|
|
|
(373
|
)
|
Less: Reclassification adjustment for net losses (gains) losses
included in net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized holding (losses) gains on equity
securities available for sale
|
|
|
(573
|
)
|
|
|
200
|
|
|
|
(373
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on derivatives used in cash flow
hedging relationships arising during the period
|
|
|
(19,162
|
)
|
|
|
6,707
|
|
|
|
(12,455
|
)
|
Change in pension and post-retirement benefit plan assets and
liabilities
|
|
|
64,885
|
|
|
|
(22,710
|
)
|
|
|
42,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
$
|
8,212
|
|
|
$
|
(2,757
|
)
|
|
$
|
5,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165
Activity in accumulated other comprehensive income for the three
years ended December 31, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains and
|
|
|
Unrealized
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Losses on
|
|
|
Losses for Pension
|
|
|
|
|
|
|
Gains and
|
|
|
Gains and
|
|
|
Cash Flow
|
|
|
and Other
|
|
|
|
|
|
|
Losses on Debt
|
|
|
Losses on
|
|
|
Hedging
|
|
|
Post-Retirement
|
|
|
|
|
|
|
Securities
|
|
|
Equity securities
|
|
|
Derivatives
|
|
|
Obligations
|
|
|
Total
|
|
(In thousands)
|
|
|
Balance, January 1, 2007
|
|
$
|
13,891
|
|
|
$
|
363
|
|
|
$
|
17,008
|
|
|
$
|
(86,328
|
)
|
|
$
|
(55,066
|
)
|
Period change
|
|
|
(23,892
|
)
|
|
|
(373
|
)
|
|
|
(12,455
|
)
|
|
|
42,175
|
|
|
|
5,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
|
(10,001
|
)
|
|
|
(10
|
)
|
|
|
4,553
|
|
|
|
(44,153
|
)
|
|
|
(49,611
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in measurement date provisions for
pension and post-retirement assets and obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,834
|
)
|
|
|
(3,834
|
)
|
Period change
|
|
|
(197,426
|
)
|
|
|
(319
|
)
|
|
|
40,085
|
|
|
|
(115,588
|
)
|
|
|
(273,248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
(207,427
|
)
|
|
|
(329
|
)
|
|
|
44,638
|
|
|
|
(163,575
|
)
|
|
|
(326,693
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle for OTTI
debt securities
|
|
|
(3,541
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,541
|
)
|
Period change
|
|
|
107,908
|
|
|
|
7
|
|
|
|
14,227
|
|
|
|
51,107
|
|
|
|
173,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
$
|
(103,060
|
)
|
|
$
|
(322
|
)
|
|
$
|
58,865
|
|
|
$
|
(112,468
|
)
|
|
$
|
(156,985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Common Stock
During 2009, Huntington completed several transactions to
increase capital, in particular, common equity.
In the 2009 third quarter, Huntington completed an offering of
109.5 million shares of its common stock at a price to the
public of $4.20 per share, or $460.1 million in aggregate
gross proceeds. In the 2009 second quarter, Huntington completed
an offering of 103.5 million shares of its common stock at
a price to the public of $3.60 per share, or $372.6 million
in aggregate gross proceeds.
Also, during 2009, Huntington completed three separate
discretionary equity issuance programs. These programs allowed
the Company to take advantage of market opportunities to issue a
total of 92.7 million new shares of common stock worth a
total of $345.8 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.
Conversion
of Convertible Preferred Stock
In 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.
166
During the 2009 first and second quarters, 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
Second
|
|
|
|
|
|
|
Quarter 2009
|
|
|
Quarter 2009
|
|
|
Total
|
|
(In thousands)
|
|
|
Preferred shares exchanged
|
|
|
114
|
|
|
|
92
|
|
|
|
206
|
|
Common shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
At stated convertible option
|
|
|
9,547
|
|
|
|
7,730
|
|
|
|
17,277
|
|
As deemed dividend
|
|
|
15,044
|
|
|
|
8,751
|
|
|
|
23,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common shares issued:
|
|
|
24,591
|
|
|
|
16,481
|
|
|
|
41,072
|
|
Deemed dividend
|
|
$
|
27,742
|
|
|
$
|
28,293
|
|
|
$
|
56,035
|
|
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 83.668 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
30.3 million shares at December 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
Huntingtons common stock at the prevailing conversion
rate, if the closing price of Huntingtons common stock
exceeds 130% of the conversion price for 20 trading days during
any 30 consecutive trading day period.
Troubled
Asset Relief Program (TARP)
In 2008, Huntington received $1.4 billion of equity capital
by issuing to the U.S. Department of Treasury
1.4 million shares of Huntingtons 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
Huntingtons 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 Huntingtons consolidated statement of
income as Dividends on preferred shares, resulting
in additional dilution to Huntingtons earnings per share.
The warrants are immediately exercisable, in whole or in part,
over a term of 10 years. The warrants are included in
Huntingtons diluted average common shares outstanding
using the treasury stock method. Both the preferred securities
and warrants were accounted for as additions to
Huntingtons regulatory Tier 1 and Total capital.
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. With regulatory
approval, Huntington may redeem the Series B Preferred
Stock at par with any unamortized discount recognized as a
deemed dividend in the period of redemption. The Series B
Preferred Stock rank on equal priority with Huntingtons
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) accepting restrictions on
the payment of dividends and the repurchase of common stock. As
of December 31, 2009, Huntington is in compliance with all
TARP standards and restrictions.
Share
Repurchase Program
As a condition to participate in the TARP, Huntington may not
repurchase any additional shares without prior approval from the
Department of Treasury. Huntington did not repurchase any shares
under the 2006
167
Repurchase Program for the year ended December 31, 2009. On
February 18, 2009, the board of directors terminated the
previously authorized program for the repurchase of up to
15 million shares of common stock (the 2006 Repurchase
Program).
|
|
17.
|
(LOSS)
EARNINGS PER SHARE
|
Basic (loss) 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) 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
Companys convertible preferred stock and warrants (See
Note 16). 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 Companys
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 each of the three years ended December 31 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands, except per share amounts)
|
|
|
Basic (loss) earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3,094,179
|
)
|
|
$
|
(113,806
|
)
|
|
$
|
75,169
|
|
Preferred stock dividends and amortization of discount
|
|
|
(174,756
|
)
|
|
|
(46,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common shareholders
|
|
$
|
(3,268,935
|
)
|
|
$
|
(160,206
|
)
|
|
$
|
75,169
|
|
Average common shares issued and outstanding
|
|
|
532,802
|
|
|
|
366,155
|
|
|
|
300,908
|
|
Basic (loss) earnings per common share
|
|
$
|
(6.14
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
0.25
|
|
Diluted (loss) earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common shareholders
|
|
$
|
(3,268,935
|
)
|
|
$
|
(160,206
|
)
|
|
$
|
75,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income applicable to diluted earnings per share
|
|
$
|
(3,268,935
|
)
|
|
$
|
(160,206
|
)
|
|
$
|
75,169
|
|
Average common shares issued and outstanding
|
|
|
532,802
|
|
|
|
366,155
|
|
|
|
300,908
|
|
Dilutive potential common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock units
|
|
|
|
|
|
|
|
|
|
|
1,887
|
|
Shares held in deferred compensation plans
|
|
|
|
|
|
|
|
|
|
|
660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive potential common shares:
|
|
|
|
|
|
|
|
|
|
|
2,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total diluted average common shares issued and outstanding
|
|
|
532,802
|
|
|
|
366,155
|
|
|
|
303,455
|
|
Diluted (loss) earnings per common share
|
|
$
|
(6.14
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
0.25
|
|
Due to the loss attributable to common shareholders for the
years ended December 31, 2009 and 2008, no potentially
dilutive shares are included in loss per share calculations for
those years as including such shares in the calculation would
reduce the reported loss per share. Approximately
23.7 million, 26.3 million and 14.9 million
options to purchase shares of common stock outstanding at the
end of 2009, 2008, and 2007, respectively, were not included in
the computation of diluted earnings per share because the effect
would be antidilutive. The weighted average exercise price for
these options was $19.71 per share, $19.45 per share, and $23.20
per share at the end of each respective period.
168
|
|
18.
|
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 condensed consolidated statements of income. Stock options
are granted at the closing market price on the date of the
grant. Options granted typically 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 Huntingtons 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 the three years
ended December 31, 2009, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.70
|
%
|
|
|
3.41
|
%
|
|
|
4.74
|
%
|
Expected dividend yield
|
|
|
0.96
|
|
|
|
5.28
|
|
|
|
5.26
|
|
Expected volatility of Huntingtons common stock
|
|
|
51.8
|
|
|
|
34.8
|
|
|
|
21.1
|
|
Expected option term (years)
|
|
|
6.0
|
|
|
|
6.0
|
|
|
|
6.0
|
|
Weighted-average grant date fair value per share
|
|
$
|
1.95
|
|
|
$
|
1.54
|
|
|
$
|
2.80
|
|
As a result of increased employee turnover, during the 2009
second quarter Huntington updated its forfeiture rate assumption
and adjusted share-based compensation expense to account for the
higher forfeiture rate. The following table illustrates total
share-based compensation expense and related tax benefit for the
three years ended December 31, 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
2007
|
(In thousands)
|
|
Share-based compensation expense
|
|
$
|
8,492
|
|
|
$
|
14,142
|
|
|
$
|
21,836
|
|
Tax benefit
|
|
|
2,972
|
|
|
|
4,950
|
|
|
|
7,643
|
|
Huntington established an additional paid-in capital pool (APIC
Pool) on January 1, 2006. With the continued decline in
Huntingtons stock price, the tax deductions have been less
than the recorded compensation expense, resulting in the related
APIC Pool to be reduced to zero. As a result, Huntington is
required to record tax expense to remove the related deferred
tax asset in periods in which options are exercised or expire
unexercised.
169
Huntingtons stock option activity and related information
for the year ended December 31, 2009, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Options
|
|
|
Price
|
|
|
Life (Years)
|
|
|
Value
|
|
(In thousands, except per share amounts)
|
|
|
Outstanding at January 1, 2009
|
|
|
26,289
|
|
|
$
|
19.45
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
3,106
|
|
|
|
4.24
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited/expired
|
|
|
(5,673
|
)
|
|
|
20.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
23,722
|
|
|
$
|
17.21
|
|
|
|
3.4
|
|
|
$
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2009
|
|
|
19,218
|
|
|
$
|
19.71
|
|
|
|
2.8
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
for the years ended December 31, 2009 or 2008. The total
intrinsic value of stock options exercised during 2007 was
$4.3 million.
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 Companys common stock on the date of award.
The following table summarizes the status of Huntingtons
restricted stock units and restricted stock awards as of
December 31, 2009, and activity for the year ended
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
Restricted
|
|
|
Grant Date
|
|
|
Restricted
|
|
|
Grant Date
|
|
|
|
Stock
|
|
|
Fair Value
|
|
|
Stock
|
|
|
Fair Value
|
|
|
|
Units
|
|
|
per Share
|
|
|
Awards
|
|
|
per Share
|
|
(In thousands, except per share amounts)
|
|
|
Nonvested at January 1, 2009
|
|
|
1,823
|
|
|
$
|
14.64
|
|
|
|
|
|
|
$
|
|
|
Granted
|
|
|
1,543
|
|
|
|
3.81
|
|
|
|
274
|
|
|
|
2.93
|
|
Vested
|
|
|
(413
|
)
|
|
|
21.61
|
|
|
|
(100
|
)
|
|
|
2.02
|
|
Forfeited
|
|
|
(236
|
)
|
|
|
13.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2009
|
|
|
2,717
|
|
|
$
|
7.50
|
|
|
|
174
|
|
|
$
|
3.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant date fair value of nonvested shares
granted for the years ended December 31, 2009, 2008 and
2007, were $3.68, $7.09 and $20.67, respectively. The total fair
value of awards vested during the years ended December 31,
2009, 2008 and 2007, was $1.8 million, $0.4 million,
and $3.5 million, respectively. As of December 31,
2009, the total unrecognized compensation cost related to
nonvested awards was $9.6 million with a weighted-average
expense recognition period of 1.8 years.
170
The following table presents additional information regarding
options outstanding as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Exercisable Options
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
Average
|
|
Range of
|
|
|
|
|
Contractual
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
Exercise Prices
|
|
Shares
|
|
|
Life (Years)
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
(In thousands, except per share amounts)
|
|
|
$1.28 to $10.00
|
|
|
4,495
|
|
|
|
6.1
|
|
|
$
|
5.12
|
|
|
|
485
|
|
|
$
|
7.00
|
|
$10.01 to $15.00
|
|
|
1,551
|
|
|
|
1.1
|
|
|
|
13.90
|
|
|
|
1,543
|
|
|
|
13.90
|
|
$15.01 to $20.00
|
|
|
6,543
|
|
|
|
2.1
|
|
|
|
17.77
|
|
|
|
6,540
|
|
|
|
17.77
|
|
$20.01 to $25.01
|
|
|
11,133
|
|
|
|
3.4
|
|
|
|
22.22
|
|
|
|
10,650
|
|
|
|
22.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
23,722
|
|
|
|
3.4
|
|
|
$
|
17.21
|
|
|
|
19,218
|
|
|
$
|
19.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of the remaining 31.7 million shares of common stock
authorized for issuance at December 31, 2009,
26.6 million were outstanding and 5.1 million were
available for future grants. Huntington issues shares to fulfill
stock option exercises and restricted stock units from available
authorized shares. At December 31, 2009, the Company
believes there are adequate authorized shares to satisfy
anticipated stock option exercises in 2010.
On January 14, 2009, Huntington announced that Stephen D.
Steinour, has been elected Chairman, President and Chief
Executive Officer. In connection with his employment agreement,
Huntington awarded Mr. Steinour an inducement option to
purchase 1,000,000 shares of Huntingtons common
stock, with a per share exercise price equal to $4.95, the
closing price of Huntingtons common stock on
January 14, 2009. The option vests in equal increments on
each of the first five anniversaries of the date of grant, and
expires on the seventh anniversary.
The Company and its subsidiaries file income tax returns in the
U.S. federal jurisdiction and various state, city and
foreign jurisdictions. Federal income tax audits have been
completed through 2005. In 2009, the IRS began the audit of
our consolidated federal income tax returns for tax years 2006
and 2007. In addition, various state and other jurisdictions
remain open to examination for tax years 2000 and forward.
The Internal Revenue Service, State of Ohio and other state tax
officials have proposed adjustments to the Companys
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, 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.
Huntington accounts for uncertainties in income taxes in
accordance with ASC 740, Income Taxes. At December 31,
2009, Huntington had a net unrecognized tax benefit of
$13.5 million in income tax liability related to tax
positions. Huntington does not anticipate the total amount of
unrecognized tax benefits to significantly change within the
next 12 months.
171
The following table provides a reconciliation of the beginning
and ending amounts of unrecognized tax benefits.
|
|
|
|
|
|
|
2009
|
|
(In thousands)
|
|
|
Unrecognized tax benefits at beginning of year
|
|
$
|
|
|
Gross increases for tax positions taken during prior years
|
|
|
10,750
|
|
Gross increases for tax positions taken during the current year
|
|
|
6,464
|
|
|
|
|
|
|
Unrecognized tax benefits at end of year
|
|
|
17,214
|
|
Federal benefit for state and local positions
|
|
|
(3,763
|
)
|
|
|
|
|
|
Net deferred tax asset (liability)
|
|
$
|
13,451
|
|
|
|
|
|
|
The company recognizes interest and penalties on income tax
assessments or income tax refunds if any, in the financial
statements as a component of its provision for income taxes.
There were no significant amounts recognized for interest and
penalties for the years ended December 31, 2009, 2008, and
2007 and no significant amounts accrued at December 31,
2009 and 2008.
The following is a summary of the provision for income taxes
(benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Current tax (benefit) provision
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(326,659
|
)
|
|
$
|
(30,164
|
)
|
|
$
|
135,196
|
|
State
|
|
|
9,860
|
|
|
|
(102
|
)
|
|
|
288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current tax (benefit) provision
|
|
|
(316,799
|
)
|
|
|
(30,266
|
)
|
|
|
135,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax (benefit) provision
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(267,872
|
)
|
|
|
(152,306
|
)
|
|
|
(188,518
|
)
|
State
|
|
|
667
|
|
|
|
370
|
|
|
|
508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax (benefit) provision
|
|
|
(267,205
|
)
|
|
|
(151,936
|
)
|
|
|
(188,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit) provision for income taxes
|
|
$
|
(584,004
|
)
|
|
$
|
(182,202
|
)
|
|
$
|
(52,526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit associated with securities transactions included in
the above amounts were $3.6 million in 2009,
$69.1 million in 2008, and $10.4 million in 2007.
The following is a reconcilement of (benefit) provision for
income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
(Benefit) provision for income taxes computed at the statutory
rate
|
|
$
|
(1,287,364
|
)
|
|
$
|
(103,603
|
)
|
|
$
|
7,925
|
|
Increases (decreases):
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-exempt interest income
|
|
|
(5,561
|
)
|
|
|
(12,484
|
)
|
|
|
(13,161
|
)
|
Tax-exempt bank owned life insurance income
|
|
|
(19,205
|
)
|
|
|
(19,172
|
)
|
|
|
(17,449
|
)
|
Asset securitization activities
|
|
|
(3,179
|
)
|
|
|
(14,198
|
)
|
|
|
(18,627
|
)
|
Federal tax loss carryforward /carryback
|
|
|
(12,847
|
)
|
|
|
(12,465
|
)
|
|
|
|
|
General business credits
|
|
|
(17,602
|
)
|
|
|
(10,481
|
)
|
|
|
(8,884
|
)
|
Reversal of valuation allowance
|
|
|
|
|
|
|
(7,101
|
)
|
|
|
|
|
Loan acquisitions
|
|
|
(159,895
|
)
|
|
|
|
|
|
|
|
|
Goodwill impairment
|
|
|
908,263
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
13,386
|
|
|
|
(2,698
|
)
|
|
|
(2,330
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit for income taxes
|
|
$
|
(584,004
|
)
|
|
$
|
(182,202
|
)
|
|
$
|
(52,526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172
The significant components of deferred tax assets and
liabilities at December 31, were as follows:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Allowances for credit losses
|
|
$
|
555,276
|
|
|
$
|
220,450
|
|
Loan acquisitions
|
|
|
159,895
|
|
|
|
|
|
Loss and other carryforwards
|
|
|
19,211
|
|
|
|
16,868
|
|
Fair value adjustments
|
|
|
123,860
|
|
|
|
170,360
|
|
Securities adjustments
|
|
|
|
|
|
|
44,380
|
|
Partnerships investments
|
|
|
|
|
|
|
7,402
|
|
Pension and other employee benefits
|
|
|
1,009
|
|
|
|
|
|
Accrued expense/prepaid
|
|
|
42,478
|
|
|
|
42,153
|
|
Purchase accounting adjustments
|
|
|
|
|
|
|
3,289
|
|
Other
|
|
|
4,738
|
|
|
|
14,014
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
906,467
|
|
|
|
518,916
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Lease financing
|
|
|
154,088
|
|
|
|
283,438
|
|
Pension and other employee benefits
|
|
|
|
|
|
|
33,687
|
|
Purchase accounting adjustments
|
|
|
70,820
|
|
|
|
|
|
Mortgage servicing rights
|
|
|
62,867
|
|
|
|
31,921
|
|
Operating assets
|
|
|
15,163
|
|
|
|
5,358
|
|
Loan origination costs
|
|
|
39,004
|
|
|
|
34,698
|
|
Securities adjustments
|
|
|
57,700
|
|
|
|
|
|
Partnership investments
|
|
|
13,563
|
|
|
|
|
|
Other
|
|
|
11,832
|
|
|
|
13,929
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liability
|
|
|
425,037
|
|
|
|
403,031
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset before valuation allowance
|
|
$
|
481,430
|
|
|
$
|
115,885
|
|
Valuation allowance
|
|
|
(899
|
)
|
|
|
(14,536
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
480,531
|
|
|
$
|
101,349
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, Huntingtons deferred tax asset
related to loss and other carry-forwards was $19.2 million.
This was comprised of net operating loss carry-forward of
$1.8 million, which will begin expiring in 2023, an
alternative minimum tax credit carry-forward of
$0.6 million, a general business credit carryover of
$15.2 million which will expire in 2029, a charitable
contribution carry-forward of $0.7 million which will
expire in 2014 , and a capital loss carry-forward of
$0.9 million, which will expire in 2010. A valuation
allowance in the amount of $0.9 million has been
established for the capital loss carry-forward because
management believes it is more likely than not that the
realization of these assets will not occur. The valuation
allowance on this asset decreased $12.8 million from 2008.
In Managements opinion the results of future operations
will generate sufficient taxable income to realize the net
operating loss and alternative minimum tax credit carry-forward.
Consequently, management has determined that a valuation
allowance for deferred tax assets was not required as of
December 31, 2009 or 2008 relating to these carry-forwards.
At December 31, 2009 federal income taxes had not been
provided on $139.8 million of undistributed earnings of
foreign subsidiaries that have been reinvested for an indefinite
period of time. If the earnings had been distributed, an
additional $48.9 million of tax expense would have resulted
in 2009.
Huntington sponsors the Huntington Bancshares Retirement Plan
(the Plan or Retirement Plan), a non-contributory defined
benefit pension plan covering substantially all employees hired
or rehired prior to January 1, 2010. 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
173
requirements but not more than that deductible under the
Internal Revenue Code. There was no minimum required
contribution to the Plan in 2009.
In addition, Huntington has an unfunded defined benefit
post-retirement plan that provides certain health care 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 health-care benefits are
based upon the employees number of months of service and
are limited to the actual cost of coverage. Life insurance
benefits are a percentage of the employees base salary at
the time of retirement, with a maximum of $50,000 of coverage.
The employer paid portion of the post-retirement health and life
insurance plan will be eliminated for employees retiring on and
after March 1, 2010. Eligible employees retiring on and
after March 1, 2010, who elect retiree medical coverage
will pay the full cost of this coverage. The company will not
provide any employer paid life insurance to employees retiring
on and after March 1, 2010. Eligible employees will be able
to convert or port their existing life insurance at their own
expense under the same terms that are available to all
terminated employees.
Beginning January 1, 2010, there will be changes to the way
the future early and normal retirement benefit is calculated
under the Retirement Plan for service on and after
January 1, 2010. While these changes will not affect the
benefit earned under the Retirement Plan through
December 31, 2009, there will be a reduction in future
benefits. In addition, employees hired or rehired on and after
January 1, 2010 are not eligible to participate in the
Retirement Plan.
On January 1, 2008, Huntington transitioned to fiscal
year-end measurement date of plan assets and benefit
obligations. As a result, Huntington recognized a charge to
beginning retained earnings of $4.7 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).
The following table shows the weighted-average assumptions used
to determine the benefit obligation at December 31, 2009
and 2008, and the net periodic benefit cost for the years then
ended.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Post-Retirement
|
|
|
|
Benefits
|
|
|
Benefits
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Weighted-average assumptions used to determine benefit
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.88
|
%
|
|
|
6.17
|
%
|
|
|
5.54
|
%
|
|
|
6.17
|
%
|
Rate of compensation increase
|
|
|
4.50
|
|
|
|
4.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Weighted-average assumptions used to determine net periodic
benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2009 through October 31, 2009
|
|
|
6.17
|
%
|
|
|
N/A
|
|
|
|
6.17
|
%
|
|
|
N/A
|
|
November 1, 2009 through December 31, 2009
|
|
|
5.83
|
|
|
|
N/A
|
|
|
|
5.46
|
|
|
|
N/A
|
|
2008
|
|
|
N/A
|
|
|
|
6.47
|
%
|
|
|
N/A
|
|
|
|
6.47
|
%
|
Expected return on plan assets
|
|
|
8.00
|
|
|
|
8.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Rate of compensation increase
|
|
|
4.00
|
|
|
|
5.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
N/A, Not Applicable
The expected long-term rate of return on plan assets is an
assumption reflecting the average rate of earnings expected on
the funds invested or to be invested to provide for the benefits
included in the projected benefit obligation. The expected
long-term rate of return is established at the beginning of the
plan year based upon historical returns and projected returns on
the underlying mix of invested assets.
174
The following table reconciles the beginning and ending balances
of the benefit obligation of the Plan and the post-retirement
benefit plan with the amounts recognized in the consolidated
balance sheets at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Retirement
|
|
|
|
Pension Benefits
|
|
|
Benefits
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Projected benefit obligation at beginning of measurement
year
|
|
$
|
469,696
|
|
|
$
|
427,828
|
|
|
$
|
60,433
|
|
|
$
|
59,008
|
|
Impact of change in measurement date
|
|
|
|
|
|
|
(1,956
|
)
|
|
|
|
|
|
|
(804
|
)
|
Changes due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
|
23,692
|
|
|
|
23,680
|
|
|
|
1,550
|
|
|
|
1,679
|
|
Interest cost
|
|
|
28,036
|
|
|
|
26,804
|
|
|
|
3,274
|
|
|
|
3,612
|
|
Benefits paid
|
|
|
(9,233
|
)
|
|
|
(8,630
|
)
|
|
|
(5,285
|
)
|
|
|
(3,552
|
)
|
Settlements
|
|
|
(12,071
|
)
|
|
|
(12,459
|
)
|
|
|
|
|
|
|
|
|
Effect of plan combinations
|
|
|
24,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan amendments
|
|
|
(45,413
|
)
|
|
|
|
|
|
|
(25,947
|
)
|
|
|
|
|
Plan curtailments
|
|
|
|
|
|
|
|
|
|
|
(527
|
)
|
|
|
|
|
Medicare subsidies
|
|
|
|
|
|
|
|
|
|
|
550
|
|
|
|
|
|
Actuarial assumptions and gains and losses
|
|
|
25,741
|
|
|
|
14,429
|
|
|
|
(875
|
)
|
|
|
490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes
|
|
|
35,163
|
|
|
|
43,824
|
|
|
|
(27,260
|
)
|
|
|
2,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at end of measurement year
|
|
$
|
504,859
|
|
|
$
|
469,696
|
|
|
$
|
33,173
|
|
|
$
|
60,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid are net of retiree contributions collected by
Huntington. The actual contributions received in 2009 by
Huntington for the retiree medical program were
$3.1 million.
The following table reconciles the beginning and ending balances
of the fair value of Plan assets at the December 31, 2009
and 2008 measurement dates with the amounts recognized in the
consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Fair value of plan assets at beginning of measurement year
|
|
$
|
407,079
|
|
|
$
|
516,893
|
|
Impact of change in measurement date
|
|
|
|
|
|
|
(10,347
|
)
|
Changes due to:
|
|
|
|
|
|
|
|
|
Actual (loss) return on plan assets
|
|
|
51,202
|
|
|
|
(127,354
|
)
|
Employer contributions
|
|
|
|
|
|
|
50,000
|
|
Settlements
|
|
|
(12,394
|
)
|
|
|
(13,482
|
)
|
Plan combinations
|
|
|
17,460
|
|
|
|
|
|
Benefits paid
|
|
|
(9,233
|
)
|
|
|
(8,631
|
)
|
|
|
|
|
|
|
|
|
|
Total changes
|
|
|
47,035
|
|
|
|
(99,467
|
)
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of measurement year
|
|
$
|
454,114
|
|
|
$
|
407,079
|
|
|
|
|
|
|
|
|
|
|
Huntingtons accumulated benefit obligation under the Plan
was $504.6 million and $433 million at
December 31, 2009 and 2008. As of December 31, 2009,
the accumulated benefit obligation exceeded the fair value of
Huntingtons plan assets by $50.5 million.
175
The following table shows the components of net periodic benefit
cost recognized in the three years ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
Post-Retirement Benefits
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
23,692
|
|
|
$
|
23,680
|
|
|
$
|
19,087
|
|
|
$
|
1,550
|
|
|
$
|
1,679
|
|
|
$
|
1,608
|
|
Interest cost
|
|
|
28,036
|
|
|
|
26,804
|
|
|
|
24,408
|
|
|
|
3,274
|
|
|
|
3,612
|
|
|
|
2,989
|
|
Expected return on plan assets
|
|
|
(41,960
|
)
|
|
|
(39,145
|
)
|
|
|
(37,056
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of transition asset
|
|
|
6
|
|
|
|
5
|
|
|
|
4
|
|
|
|
920
|
|
|
|
1,104
|
|
|
|
1,104
|
|
Amortization of prior service cost
|
|
|
(553
|
)
|
|
|
314
|
|
|
|
1
|
|
|
|
91
|
|
|
|
379
|
|
|
|
379
|
|
Amortization of gain
|
|
|
8,689
|
|
|
|
|
|
|
|
|
|
|
|
(888
|
)
|
|
|
(1,095
|
)
|
|
|
(368
|
)
|
Curtailments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(527
|
)
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
6,213
|
|
|
|
7,099
|
|
|
|
2,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized net actuarial loss
|
|
|
|
|
|
|
3,550
|
|
|
|
11,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit cost
|
|
$
|
24,123
|
|
|
$
|
22,307
|
|
|
$
|
19,738
|
|
|
$
|
4,420
|
|
|
$
|
5,679
|
|
|
$
|
5,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in benefit costs are $0.7 million,
$0.6 million and $0.4 million of plan expenses that
were recognized in the three years ended December 31, 2009,
2008 and 2007. It is Huntingtons policy to recognize
settlement gains and losses as incurred. Management expects net
periodic pension cost, excluding any expense of settlements, to
approximate $16.2 million for 2010. There will be no net
periodic post-retirement benefits costs in 2010, as the
postretirement medical and life subsidy was eliminated for
anyone that retires on or after March 1, 2010.
The estimated transition obligation, prior service cost (credit)
and net actuarial loss for the plans that will be amortized from
accumulated other comprehensive loss into net periodic benefit
cost over the next fiscal year is less than $1 million,
$(6.8) million and $13.9 million, respectively.
Under the Medicare Prescription Drug, Improvement and
Modernization Act of 2003, Huntington has registered for the
Medicare subsidy and a resulting $15.5 million reduction in
the post-retirement obligation is being recognized over a
10-year
period beginning October 1, 2005.
176
At December 31, 2009 and 2008, The Huntington National
Bank, as trustee, held all Plan assets. The Plan assets
consisted of investments in a variety of Huntington mutual funds
and Huntington common stock as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Cash
|
|
$
|
|
|
|
|
|
%
|
|
$
|
50,000
|
|
|
|
12
|
%
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington funds money market
|
|
|
11,304
|
|
|
|
2
|
|
|
|
295
|
|
|
|
|
|
Other
|
|
|
2,777
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington funds fixed income funds
|
|
|
125,323
|
|
|
|
28
|
|
|
|
128,655
|
|
|
|
32
|
|
Corporate obligations
|
|
|
1,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Agencies
|
|
|
497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington funds equity funds
|
|
|
256,222
|
|
|
|
57
|
|
|
|
197,583
|
|
|
|
48
|
|
Huntington funds equity mutual funds
|
|
|
31,852
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
Other equity mutual funds
|
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntington common stock
|
|
|
14,347
|
|
|
|
3
|
|
|
|
30,546
|
|
|
|
8
|
|
Other common stock
|
|
|
10,355
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
|
|
$
|
454,114
|
|
|
|
100
|
%
|
|
$
|
407,079
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments of the Plan are accounted for at cost on the trade
date and are reported at fair value. All of the Plans
investments at December 31, 2009 are classified as
Level 1 within the fair value hierarchy. In general,
investments of the Plan are exposed to various risks, such as
interest rate risk, credit risk, and overall market volatility.
Due to the level of risk associated with certain investments, it
is reasonably possible that changes in the values of investments
will occur in the near term and that such changes could
materially affect the amounts reported in the Plan assets.
The investment objective of the Plan is to maximize the return
on Plan assets over a long time horizon, while meeting the Plan
obligations. At December 31, 2009, Plan assets were
invested 69% in equity investments and 31% in bonds, with an
average duration of 4 years on bond investments. The
estimated life of benefit obligations was 11 years.
Management believes that this mix is appropriate for the current
economic environment. Although it may fluctuate with market
conditions, management has targeted a long-term allocation of
Plan assets of 69% in equity investments and 31% in bond
investments.
The number of shares of Huntington common stock held by the Plan
at December 31, 2009 and 2008 was 3,919,986 for both years.
The Plan has acquired and held Huntington common stock in
compliance at all times with Section 407 of the Employee
Retirement Income Security Act of 1978.
Dividends and interest received by the Plan during 2009 and 2008
were $8.4 million and $21.0 million, respectively.
177
At December 31, 2009, the following table shows when
benefit payments, which include expected future service, as
appropriate, were expected to be paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-
|
|
|
|
Pension
|
|
|
Retirement
|
|
|
|
Benefits
|
|
|
Benefits
|
|
(In thousands)
|
|
|
2010
|
|
$
|
27,775
|
|
|
$
|
5,319
|
|
2011
|
|
|
29,968
|
|
|
|
5,273
|
|
2012
|
|
|
32,782
|
|
|
|
5,173
|
|
2013
|
|
|
34,346
|
|
|
|
5,107
|
|
2014
|
|
|
35,379
|
|
|
|
5,015
|
|
2014 through 2018
|
|
|
196,938
|
|
|
|
23,666
|
|
There is no expected minimum contribution for 2010 to the Plan.
However, Huntington may choose to make a contribution to the
Plan up to the maximum deductible limit in the 2010 plan year.
Expected contributions for 2010 to the post-retirement benefit
plan are $3.8 million.
The assumed health-care cost trend rate has an effect on the
amounts reported. A one percentage point increase would decrease
service and interest costs and the post-retirement benefit
obligation by $0.1 million and $0.4 million,
respectively. A one-percentage point decrease would increase
service and interest costs and the post-retirement benefit
obligation by $0.1 million, and $0.4 million
respectively. The 2010 health-care cost trend rate was projected
to be 8.5% for pre-65 participants and 9.3% for post-65
participants compared with an estimate of 8.8% for pre-65
participants and 9.8% for post-65 participants in 2009. These
rates are assumed to decrease gradually until they reach 4.5%
for both pre-65 participants and post-65 participants in the
year 2028 and remain at that level thereafter. Huntington
updated the immediate health-care cost trend rate assumption
based on current market data and Huntingtons claims
experience. This trend rate is expected to decline over time to
a trend level consistent with medical inflation and long-term
economic assumptions.
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 current and former
officers and directors of Huntington and its subsidiaries with
defined pension benefits in excess of limits imposed by federal
tax law. At December 31, 2009 and 2008, Huntington has an
accrued pension liability of $22.8 million and
$38.5 million, respectively associated with these plans.
Pension expense for the plans was $2.8 million,
$2.4 million, and $2.5 million in 2009, 2008, and
2007, respectively.
The following table presents the amounts recognized in the
consolidated balance sheets at December 31, 2009 and 2008
for all of Huntington defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
(In thousands)
|
|
Accrued income and other assets
|
|
$
|
|
|
|
$
|
|
|
Accrued expenses and other liabilities
|
|
|
106,738
|
|
|
|
161,585
|
|
The following tables present the amounts recognized in
accumulated other comprehensive loss (net of tax) as of
December 31, 2009 and 2008 and the changes in accumulated
other comprehensive income for the years ended December 31,
2009, 2008, and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Net actuarial loss
|
|
$
|
(151,564
|
)
|
|
$
|
(156,762
|
)
|
|
$
|
(36,301
|
)
|
Prior service cost
|
|
|
39,093
|
|
|
|
(4,123
|
)
|
|
|
(4,914
|
)
|
Transition liability
|
|
|
3
|
|
|
|
(2,690
|
)
|
|
|
(2,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension plans
|
|
$
|
(112,468
|
)
|
|
$
|
(163,575
|
)
|
|
|
(44,153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Pretax
|
|
|
Benefit
|
|
|
After-tax
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
(251,655
|
)
|
|
$
|
88,080
|
|
|
$
|
(163,575
|
)
|
Impact of change in measurement date
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial (loss) gain:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts arising during the year
|
|
|
(6,155
|
)
|
|
|
2,154
|
|
|
|
(4,001
|
)
|
Amortization included in net periodic benefit costs
|
|
|
14,153
|
|
|
|
(4,954
|
)
|
|
|
9,199
|
|
Prior service cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts arising during the year
|
|
|
69,986
|
|
|
|
(24,494
|
)
|
|
|
45,492
|
|
Amortization included in net periodic benefit costs
|
|
|
(283
|
)
|
|
|
99
|
|
|
|
(184
|
)
|
Transition obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts arising during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization included in net periodic benefit costs
|
|
|
925
|
|
|
|
(324
|
)
|
|
|
601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
(173,029
|
)
|
|
$
|
60,561
|
|
|
$
|
(112,468
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Pretax
|
|
|
Benefit
|
|
|
After-tax
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
(67,928
|
)
|
|
$
|
23,775
|
|
|
$
|
(44,153
|
)
|
Impact of change in measurement date
|
|
|
(1,485
|
)
|
|
|
520
|
|
|
|
(965
|
)
|
Net actuarial (loss) gain:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts arising during the year
|
|
|
(186,922
|
)
|
|
|
65,423
|
|
|
|
(121,499
|
)
|
Amortization included in net periodic benefit costs
|
|
|
2,608
|
|
|
|
(913
|
)
|
|
|
1,695
|
|
Prior service cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization included in net periodic benefit costs
|
|
|
964
|
|
|
|
(337
|
)
|
|
|
627
|
|
Transition obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts arising during the year
|
|
|
(1
|
)
|
|
|
|
|
|
|
(1
|
)
|
Amortization included in net periodic benefit costs
|
|
|
1,109
|
|
|
|
(388
|
)
|
|
|
721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
(251,655
|
)
|
|
$
|
88,080
|
|
|
$
|
(163,575
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Pretax
|
|
|
Benefit
|
|
|
After-tax
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
(132,813
|
)
|
|
$
|
46,485
|
|
|
$
|
(86,328
|
)
|
Net actuarial (loss) gain:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts arising during the year
|
|
|
53,312
|
|
|
|
(18,659
|
)
|
|
|
34,653
|
|
Amortization included in net periodic benefit costs
|
|
|
12,169
|
|
|
|
(4,260
|
)
|
|
|
7,909
|
|
Prior service cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts arising during the year
|
|
|
(2,318
|
)
|
|
|
811
|
|
|
|
(1,507
|
)
|
Amortization included in net periodic benefit costs
|
|
|
615
|
|
|
|
(215
|
)
|
|
|
400
|
|
Transition obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization included in net periodic benefit costs
|
|
|
1,107
|
|
|
|
(387
|
)
|
|
|
720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
(67,928
|
)
|
|
$
|
23,775
|
|
|
$
|
(44,153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179
Huntington has a defined contribution plan that is available to
eligible employees. In the first quarter of 2009, the Plan was
amended to eliminate employer matching contributions effective
on or after March 15, 2009. Prior to March 15, 2009,
Huntington matched participant contributions, up to the first 3%
of base pay contributed to the plan. Half of the employee
contribution was matched on the 4th and 5th percent of
base pay contributed to the plan. The cost of providing this
plan was $3.1 million in 2009, $15.0 million in 2008,
and $12.9 million in 2007. The number of shares of
Huntington common stock held by this plan was 14,714,170 at
December 31, 2009, and 8,055,336 at December 31, 2008.
The market value of these shares was $53.7 million and
$61.7 million at the same respective dates. Dividends
received by the plan were $5.1 million during 2009 and
$14.3 million during 2008.
|
|
21.
|
FAIR
VALUES OF ASSETS AND LIABILITIES
|
Huntington follows the fair value accounting guidance under ASC
820 and ASC 825.
Fair value is defined as the exchange price that would be
received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market
participants on the measurement date. A three-level valuation
hierarchy was established for disclosure of fair value
measurements. The valuation hierarchy is based upon the
transparency of inputs to the valuation of an asset or liability
as of the measurement date. The three levels are defined as
follows:
Level 1 inputs to the valuation
methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets.
Level 2 inputs to the valuation
methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for
substantially the full term of the financial instrument.
Level 3 inputs to the valuation
methodology are unobservable and significant to the fair value
measurement.
A financial instruments 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.
|
|
|
|
|
|
|
Financial Instrument(1)
|
|
Hierarchy
|
|
|
Valuation methodology
|
|
Mortgage loans
held-for-sale
|
|
|
Level 2
|
|
|
As of January 1, 2008, Huntington elected to apply the fair
value option for mortgage loans originated with the intent to
sell which are included in loans held for sale. Mortgage loans
held-for-sale are estimated using security prices for similar
product types. At December 31, 2009, mortgage loans held for
sale had an aggregate fair value of $459.7 million and an
aggregate outstanding principal balance of $453.9 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 $90.6 million and $32.2 million
for the year ended December 31, 2009 and 2008, respectively.
|
180
|
|
|
|
|
|
|
Financial Instrument(1)
|
|
Hierarchy
|
|
|
Valuation methodology
|
|
Investment Securities & Trading Account
Securities(2)
|
|
|
Level 1
|
|
|
Consist of U.S. Treasury and other federal agency securities,
and money market mutual funds which generally have quoted prices.
|
|
|
|
Level 2
|
|
|
Consist of U.S. Government and agency mortgage-backed securities
and municipal securities for which an active market is not
available. Third-party pricing services provide a fair value
estimate based upon trades of similar financial instruments.
|
|
|
|
Level 3
|
|
|
Consist of asset-backed securities, pooled
trust-preferred
securities, certain private label CMOs, and residual interest in
auto securitizations for which fair value is estimated.
Assumptions used to determine the fair value of these securities
have greater subjectivity due to the lack of observable market
transactions. Generally, there are only limited trades of
similar instruments and a discounted cash flow approach is used
to determine fair value.
|
Mortgage Servicing Rights (MSRs)(3)
|
|
|
Level 3
|
|
|
MSRs do not trade in an active, open market with readily
observable prices. Although sales of MSRs do occur, the precise
terms and conditions typically are not readily available. Fair
value is based upon the final month-end valuation, which
utilizes the month-end curve and prepayment assumptions.
|
Derivatives(4)
|
|
|
Level 1
|
|
|
Consist of exchange traded options and forward commitments to
deliver mortgage-backed securities which have quoted prices.
|
|
|
|
Level 2
|
|
|
Consist of basic asset and liability conversion swaps and
options, and interest rate caps. These derivative positions are
valued using internally developed models that use readily
observable market parameters.
|
|
|
|
Level 3
|
|
|
Consist primarily of interest rate lock agreements related to
mortgage loan commitments. The determination of fair value
includes assumptions related to the likelihood that a commitment
will ultimately result in a closed loan, which is a significant
unobservable assumption.
|
Equity Investments(5)
|
|
|
Level 3
|
|
|
Consist of equity investments via equity funds (holding both
private and publicly-traded equity securities), directly in
companies as a minority interest investor, and directly in
companies in conjunction with our mezzanine lending activities.
These investments do not have readily observable prices. Fair
value is 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.
|
181
|
|
|
(1) |
|
Refer to Notes 1 and 20 for additional information. |
|
(2) |
|
Refer to Note 6 for additional information. |
|
(3) |
|
Refer to Note 7 for additional information. |
|
(4) |
|
Refer to Note 21 for additional information. |
|
(5) |
|
Certain equity investments are accounted for under the equity
method and, therefore, are not subject to the fair value
disclosure requirements. |
Assets
and Liabilities measured at fair value on a recurring
basis
Assets and liabilities measured at fair value on a recurring
basis at December 31, 2009 and 2008 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
Netting
|
|
|
Total
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Adjustments(1)
|
|
|
2009
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale
|
|
$
|
|
|
|
$
|
459,719
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
459,719
|
|
Trading account securities
|
|
|
56,009
|
|
|
|
27,648
|
|
|
|
|
|
|
|
|
|
|
|
83,657
|
|
Investment securities
|
|
|
3,111,845
|
|
|
|
4,203,497
|
|
|
|
895,932
|
|
|
|
|
|
|
|
8,211,274
|
|
Mortgage servicing rights
|
|
|
|
|
|
|
|
|
|
|
176,427
|
|
|
|
|
|
|
|
176,427
|
|
Derivative assets
|
|
|
7,711
|
|
|
|
341,676
|
|
|
|
995
|
|
|
|
(62,626
|
)
|
|
|
287,756
|
|
Equity investments
|
|
|
|
|
|
|
|
|
|
|
25,872
|
|
|
|
|
|
|
|
25,872
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
|
119
|
|
|
|
233,597
|
|
|
|
5,231
|
|
|
|
|
|
|
|
238,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
Netting
|
|
|
Total
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Adjustments(1)
|
|
|
2008
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale
|
|
$
|
|
|
|
$
|
378,437
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
378,437
|
|
Trading account securities
|
|
|
51,888
|
|
|
|
36,789
|
|
|
|
|
|
|
|
|
|
|
|
88,677
|
|
Investment securities
|
|
|
626,130
|
|
|
|
2,342,812
|
|
|
|
987,542
|
|
|
|
|
|
|
|
3,956,484
|
|
Mortgage servicing rights
|
|
|
|
|
|
|
|
|
|
|
167,438
|
|
|
|
|
|
|
|
167,438
|
|
Derivative assets
|
|
|
233
|
|
|
|
668,906
|
|
|
|
8,182
|
|
|
|
(218,326
|
)
|
|
|
458,995
|
|
Equity investments
|
|
|
|
|
|
|
|
|
|
|
36,893
|
|
|
|
|
|
|
|
36,893
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
|
11,588
|
|
|
|
377,248
|
|
|
|
50
|
|
|
|
(305,519
|
)
|
|
|
83,367
|
|
|
|
|
(1) |
|
Amounts represent the impact of legally enforceable master
netting agreements that allow the Company to settle positive and
negative positions and cash collateral held or placed with the
same counterparties. |
The tables below present a rollforward of the balance sheet
amounts for the years ended December 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 include 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.
182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Fair Value Measurements
|
|
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
Investment Securities
|
|
|
|
|
|
|
Mortgage
|
|
|
|
|
|
Alt-A
|
|
|
Pooled
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
|
Derivative
|
|
|
Mortgage-
|
|
|
Trust-
|
|
|
Private
|
|
|
|
|
|
Equity
|
|
|
|
Rights
|
|
|
Instruments
|
|
|
Backed
|
|
|
Preferred
|
|
|
Label CMO
|
|
|
Other
|
|
|
Investments
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
167,438
|
|
|
$
|
8,132
|
|
|
$
|
322,421
|
|
|
$
|
141,606
|
|
|
$
|
523,515
|
|
|
$
|
|
|
|
$
|
36,893
|
|
Total gains/losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings
|
|
|
9,707
|
|
|
|
(5,976
|
)
|
|
|
2,264
|
|
|
|
(40,272
|
)
|
|
|
(3,606
|
)
|
|
|
(2,031
|
)
|
|
|
408
|
|
Included in OCI
|
|
|
|
|
|
|
|
|
|
|
27,332
|
|
|
|
6,688
|
|
|
|
93,934
|
|
|
|
6,365
|
|
|
|
|
|
Purchases
|
|
|
2,388
|
|
|
|
(7,100
|
)
|
|
|
|
|
|
|
|
|
|
|
5,448
|
|
|
|
211,296
|
|
|
|
1,688
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
(216,357
|
)
|
|
|
|
|
|
|
|
|
|
|
(78,676
|
)
|
|
|
|
|
Repayments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,119
|
|
|
|
|
|
Settlements
|
|
|
(3,106
|
)
|
|
|
708
|
|
|
|
(18,726
|
)
|
|
|
(1,931
|
)
|
|
|
(141,972
|
)
|
|
|
(185
|
)
|
|
|
(13,117
|
)
|
Transfers in/out of Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
176,427
|
|
|
$
|
(4,236
|
)
|
|
$
|
116,934
|
|
|
$
|
106,091
|
|
|
$
|
477,319
|
|
|
$
|
195,588
|
|
|
$
|
25,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains or losses for the period included in
earnings (or OCI) attributable to the change in unrealized gains
or losses relating to assets still held at reporting date
|
|
$
|
9,707
|
|
|
$
|
(8,475
|
)
|
|
$
|
19,858
|
|
|
$
|
(33,584
|
)
|
|
|
90,328
|
|
|
$
|
6,320
|
|
|
$
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Fair Value Measurements
|
|
|
|
Year Ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
Investment Securities
|
|
|
|
|
|
|
Mortgage
|
|
|
|
|
|
Alt-A
|
|
|
Pooled
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
|
Derivative
|
|
|
Mortgage-
|
|
|
Trust-
|
|
|
Private
|
|
|
|
|
|
Equity
|
|
|
|
Rights
|
|
|
Instruments
|
|
|
Backed
|
|
|
Preferred
|
|
|
Label CMO
|
|
|
Other
|
|
|
Investments
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
207,894
|
|
|
$
|
(46
|
)
|
|
$
|
547,358
|
|
|
$
|
279,175
|
|
|
$
|
|
|
|
$
|
7,956
|
|
|
$
|
41,516
|
|
Total gains/losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings
|
|
|
(40,769
|
)
|
|
|
8,683
|
|
|
|
(174,591
|
)
|
|
|
(14,528
|
)
|
|
|
(3,435
|
)
|
|
|
(6,258
|
)
|
|
|
(9,242
|
)
|
Included in OCI
|
|
|
|
|
|
|
|
|
|
|
(33,211
|
)
|
|
|
(120,292
|
)
|
|
|
(149,699
|
)
|
|
|
(187
|
)
|
|
|
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,619
|
|
Sales
|
|
|
313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
(505
|
)
|
|
|
(26,407
|
)
|
|
|
(2,749
|
)
|
|
|
(97,126
|
)
|
|
|
(1,511
|
)
|
|
|
|
|
Transfers in/out of Level 3
|
|
|
|
|
|
|
|
|
|
|
9,272
|
|
|
|
|
|
|
|
773,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
167,438
|
|
|
$
|
8,132
|
|
|
$
|
322,421
|
|
|
$
|
141,606
|
|
|
$
|
523,515
|
|
|
$
|
|
|
|
$
|
36,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains or losses for the period included in
earnings (or OCI) attributable to the change in unrealized gains
or losses relating to assets still held at reporting date
|
|
$
|
(40,769
|
)
|
|
$
|
8,179
|
|
|
$
|
(207,802
|
)
|
|
$
|
(134,820
|
)
|
|
$
|
(153,134
|
)
|
|
$
|
(6,445
|
)
|
|
$
|
(3,469
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 years ended
December 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Fair Value Measurements
|
|
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
Investment Securities
|
|
|
|
|
|
|
Mortgage
|
|
|
|
|
|
Alt-A
|
|
|
Pooled
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
|
Derivative
|
|
|
Mortgage-
|
|
|
Trust-
|
|
|
Private
|
|
|
|
|
|
Equity
|
|
|
|
Rights
|
|
|
Instruments
|
|
|
Backed
|
|
|
Preferred
|
|
|
Label CMO
|
|
|
Other
|
|
|
Investments
|
|
(In thousands)
|
|
|
Classification of gains and losses in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking income (loss)
|
|
$
|
9,707
|
|
|
$
|
(5,976
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Securities gains (losses)
|
|
|
|
|
|
|
|
|
|
|
(12,225
|
)
|
|
|
(40,843
|
)
|
|
|
(5,996
|
)
|
|
|
|
|
|
|
|
|
Interest and fee income
|
|
|
|
|
|
|
|
|
|
|
14,489
|
|
|
|
571
|
|
|
|
2,390
|
|
|
|
(2,031
|
)
|
|
|
|
|
Noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
9,707
|
|
|
$
|
(5,976
|
)
|
|
$
|
2,264
|
|
|
$
|
(40,272
|
)
|
|
$
|
(3,606
|
)
|
|
$
|
(2,031
|
)
|
|
$
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Fair Value Measurements
|
|
|
|
Year Ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
Investment Securities
|
|
|
|
|
|
|
Mortgage
|
|
|
|
|
|
Alt-A
|
|
|
Pooled
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
|
Derivative
|
|
|
Mortgage-
|
|
|
Trust-
|
|
|
Private
|
|
|
|
|
|
Equity
|
|
|
|
Rights
|
|
|
Instruments
|
|
|
Backed
|
|
|
Preferred
|
|
|
Label CMO
|
|
|
Other
|
|
|
Investments
|
|
(In thousands)
|
|
|
Classification of gains and losses in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking income (loss)
|
|
$
|
(40,769
|
)
|
|
$
|
8,683
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Securities gains (losses)
|
|
|
|
|
|
|
|
|
|
|
(176,928
|
)
|
|
|
(14,508
|
)
|
|
|
(5,728
|
)
|
|
|
(5,457
|
)
|
|
|
|
|
Interest and fee income
|
|
|
|
|
|
|
|
|
|
|
2,337
|
|
|
|
(20
|
)
|
|
|
2,293
|
|
|
|
(801
|
)
|
|
|
|
|
Noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(40,769
|
)
|
|
$
|
8,683
|
|
|
$
|
(174,591
|
)
|
|
$
|
(14,528
|
)
|
|
$
|
(3,435
|
)
|
|
$
|
(6,258
|
)
|
|
$
|
(9,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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 years ended 2009 and 2008, Huntington
identified $898.0 million, and $307.9 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 years ended December 31,
2009 and 2008, nonrecurring fair value losses of
$305.4 million and $103.3 million, respectively, were
recorded within the provision for credit losses.
Other real estate owned properties are valued based on
appraisals and third party price opinions, less estimated
selling costs. During 2009 and 2008, Huntington recorded
$140.1 million and $122.5 million, respectively of
OREO assets at fair value. Losses of $93.9 million and
$33.5 million were recorded within noninterest expense.
Goodwill at March 31, 2009 with a carrying amount of
$3.0 billion was written down to its implied fair value of
$351.3 million. Also during the 2009 second quarter,
goodwill related to the sale of a small payments-related
business completed in July 2009,with a carrying amount of
$8.5 million was written down to its implied fair value of
$4.2 million.
185
Fair
values of financial instruments
The carrying amounts and estimated fair values of
Huntingtons financial instruments at December 31,
2009 and 2008 are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
(In thousands)
|
|
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and short-term assets
|
|
$
|
1,840,719
|
|
|
$
|
1,840,719
|
|
|
$
|
1,137,229
|
|
|
$
|
1,137,229
|
|
Trading account securities
|
|
|
83,657
|
|
|
|
83,657
|
|
|
|
88,677
|
|
|
|
88,677
|
|
Loans held for sale
|
|
|
461,647
|
|
|
|
461,647
|
|
|
|
390,438
|
|
|
|
390,438
|
|
Investment securities
|
|
|
8,587,914
|
|
|
|
8,587,914
|
|
|
|
4,384,457
|
|
|
|
4,384,457
|
|
Net loans and direct financing leases
|
|
|
35,308,184
|
|
|
|
32,598,423
|
|
|
|
40,191,938
|
|
|
|
33,856,153
|
|
Derivatives
|
|
|
287,756
|
|
|
|
287,756
|
|
|
|
458,995
|
|
|
|
458,995
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
(40,493,927
|
)
|
|
|
(40,753,365
|
)
|
|
|
(37,943,286
|
)
|
|
|
(38,363,248
|
)
|
Short-term borrowings
|
|
|
(876,241
|
)
|
|
|
(857,254
|
)
|
|
|
(1,309,157
|
)
|
|
|
(1,252,861
|
)
|
Federal Home Loan Bank advances
|
|
|
(168,977
|
)
|
|
|
(168,977
|
)
|
|
|
(2,588,976
|
)
|
|
|
(2,588,445
|
)
|
Other long term debt
|
|
|
(2,369,491
|
)
|
|
|
(2,332,300
|
)
|
|
|
(2,331,632
|
)
|
|
|
(1,979,441
|
)
|
Subordinated notes
|
|
|
(1,264,202
|
)
|
|
|
(989,989
|
)
|
|
|
(1,950,097
|
)
|
|
|
(1,287,150
|
)
|
Derivatives
|
|
|
(238,947
|
)
|
|
|
(238,947
|
)
|
|
|
(83,367
|
)
|
|
|
(83,367
|
)
|
The short-term nature of certain assets and liabilities result
in their carrying value approximating fair value. These include
trading account securities, customers acceptance
liabilities, short-term borrowings, bank acceptances
outstanding, Federal Home Loan Bank Advances and cash and
short-term assets, which include cash and due from banks,
interest-bearing deposits in banks, and federal funds sold and
securities purchased under resale agreements. Loan commitments
and letters of credit generally have short-term, variable-rate
features and contain clauses that limit Huntingtons
exposure to changes in customer credit quality. Accordingly,
their carrying values, which are immaterial at the respective
balance sheet dates, are reasonable estimates of fair value. Not
all the financial instruments listed in the table above are
subject to the disclosure provisions of ASC 820.
Certain assets, the most significant being operating lease
assets, bank owned life insurance, and premises and equipment,
do not meet the definition of a financial instrument and are
excluded from this disclosure. Similarly, mortgage and
non-mortgage servicing rights, deposit base, and other customer
relationship intangibles are not considered financial
instruments and are not included above. Accordingly, this fair
value information is not intended to, and does not, represent
Huntingtons underlying value. Many of the assets and
liabilities subject to the disclosure requirements are not
actively traded, requiring fair values to be estimated by
management. These estimations necessarily involve the use of
judgment about a wide variety of factors, including but not
limited to, relevancy of market prices of comparable
instruments, expected future cash flows, and appropriate
discount rates.
The following methods and assumptions were used by Huntington to
estimate the fair value of the remaining classes of financial
instruments:
Loans and
Direct Financing Leases
Variable-rate loans that reprice frequently are based on
carrying amounts, as adjusted for estimated credit losses. The
fair values for other loans and leases are estimated using
discounted cash flow analyses and employ interest rates
currently being offered for loans and leases with similar terms.
The rates take into account the position of the yield curve, as
well as an adjustment for prepayment risk, operating costs, and
186
profit. This value is also reduced by an estimate of probable
losses and the credit risk associated in the loan and lease
portfolio. The valuation of the loan portfolio reflected
discounts that Huntington believed are consistent with
transactions occurring in the market place.
Deposits
Demand deposits, savings accounts, and money market deposits
are, by definition, equal to the amount payable on demand. The
fair values of fixed-rate time deposits are estimated by
discounting cash flows using interest rates currently being
offered on certificates with similar maturities.
Debt
Fixed-rate, long-term debt is based upon quoted market prices,
which are inclusive of Huntingtons credit risk. In the
absence of quoted market prices, discounted cash flows using
market rates for similar debt with the same maturities are used
in the determination of fair value.
|
|
22.
|
DERIVATIVE
FINANCIAL INSTRUMENTS
|
Derivative financial instruments are recorded in the
consolidated balance sheet as either an asset or a liability (in
other assets or other liabilities, respectively) and measured at
fair value.
Derivatives
used in Asset and Liability Management Activities
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 Huntingtons 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 21. Collateral
agreements are regularly entered into as part of the underlying
derivative agreements with Huntingtons counterparties to
mitigate counter party credit risk. At December 31, 2009
and 2008, aggregate credit risk associated with these
derivatives, net of collateral that has been pledged by the
counterparty, was $20.3 million and $40.7 million,
respectively. The credit risk associated with interest rate
swaps is calculated after considering master netting agreements.
At December 31, 2009, Huntington pledged
$230.7 million investment security and cash collateral to
various counterparties, while various other counterparties
pledged $74.5 million investment security and cash
collateral to Huntington to satisfy collateral netting
agreements. In the event of credit downgrades, Huntington could
be required to provide an additional $1.8 million in
collateral.
The following table presents the gross notional values of
derivatives used in Huntingtons asset and liability
management activities at December 31, 2009, identified by
the underlying interest rate-sensitive instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Cash Flow
|
|
|
|
|
|
|
Hedges
|
|
|
Hedges
|
|
|
Total
|
|
(In thousands)
|
|
|
Instruments associated with:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
|
|
|
$
|
8,685,000
|
|
|
$
|
8,685,000
|
|
Deposits
|
|
|
801,525
|
|
|
|
|
|
|
|
801,525
|
|
Subordinated notes
|
|
|
298,000
|
|
|
|
|
|
|
|
298,000
|
|
Other long-term debt
|
|
|
35,000
|
|
|
|
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notional value at December 31, 2009
|
|
$
|
1,134,525
|
|
|
$
|
8,685,000
|
|
|
$
|
9,819,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187
The following table presents additional information about the
interest rate swaps and caps used in Huntingtons asset and
liability management activities at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Weighted-Average
|
|
|
|
Notional
|
|
|
Maturity
|
|
|
Fair
|
|
|
Rate
|
|
|
|
Value
|
|
|
(Years)
|
|
|
Value
|
|
|
Receive
|
|
|
Pay
|
|
(In thousands)
|
|
|
Asset conversion swaps receive fixed
generic
|
|
$
|
8,685,000
|
|
|
|
1.8
|
|
|
$
|
47,044
|
|
|
|
1.91
|
%
|
|
|
0.49
|
%
|
Liability conversion swaps receive fixed
generic
|
|
|
1,134,525
|
|
|
|
3.1
|
|
|
|
35,476
|
|
|
|
2.38
|
|
|
|
0.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swap portfolio
|
|
$
|
9,819,525
|
|
|
|
2.0
|
|
|
$
|
82,520
|
|
|
|
1.96
|
%
|
|
|
0.47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These derivative financial instruments were entered into for the
purpose of managing the interest rate risk of assets and
liabilities. Consequently, net amounts receivable or payable on
contracts hedging either interest earning assets or interest
bearing liabilities were accrued as an adjustment to either
interest income or interest expense. The net amounts resulted in
an increase/(decrease) to net interest income of
$167.9 million, $10.5 million, and $(3.0) million
for the years ended December 31, 2009, 2008 and 2007,
respectively.
In connection with securitization activities, Huntington
purchased interest rate caps with a notional value totaling
$1.1 billion. These purchased caps were assigned to the
securitization trust for the benefit of the security holders.
Interest rate caps were also sold totaling $1.1 billion
outside the securitization structure. Both the purchased and
sold caps are marked to market through income.
In connection with the sale of Huntingtons class B
Visa shares, Huntington entered into a swap agreement with the
purchaser of the shares. The swap agreement adjusts for dilution
in the conversion ratio of class B shares resulting from
the Visa litigation. At December 31, the fair value of the
swap liability of $3.9 million is an estimate of the
exposure liability based upon Huntingtons assessment of
the probability-weighted potential Visa litigation losses.
The following table presents the fair values at
December 31, 2009 and 2008 of Huntingtons derivatives
that are designated and not designated as hedging instruments.
Amounts in the table below are presented gross without the
impact of any net collateral arrangements.
Asset
derivatives included in accrued income and other
assets
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Interest rate contracts designated as hedging instruments
|
|
$
|
85,984
|
|
|
$
|
230,601
|
|
Interest rate contracts not designated as hedging instruments
|
|
|
255,692
|
|
|
|
436,131
|
|
|
|
|
|
|
|
|
|
|
Total contracts
|
|
$
|
341,676
|
|
|
$
|
666,732
|
|
|
|
|
|
|
|
|
|
|
Liability
derivatives included in accrued expenses and other
liabilities
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Interest rate contracts designated as hedging instruments
|
|
$
|
3,464
|
|
|
$
|
|
|
Interest rate contracts not designated as hedging instruments
|
|
|
234,026
|
|
|
|
377,249
|
|
|
|
|
|
|
|
|
|
|
Total contracts
|
|
$
|
237,490
|
|
|
$
|
377,249
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges are purchased to convert deposits and
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
188
relationship is effective, recorded through earnings and offset
against changes in the fair value of the hedged item.
The following table presents the increase or (decrease) to
interest expense for derivatives designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) to
|
|
Derivatives in Fair
|
|
Location of Change in Fair Value Recognized in
|
|
interest expense
|
|
Value Hedging Relationships
|
|
Earnings on Derivative
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Interest Rate Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
Interest expense deposits
|
|
$
|
(3,648
|
)
|
|
$
|
(2,322
|
)
|
|
$
|
4,120
|
|
Subordinated notes
|
|
Interest expense subordinated notes and other long
term debt
|
|
|
(27,576
|
)
|
|
|
(15,349
|
)
|
|
|
260
|
|
Other long term debt
|
|
Interest expense subordinated notes and other long
term debt
|
|
|
378
|
|
|
|
3,810
|
|
|
|
6,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
(30,846
|
)
|
|
$
|
(13,861
|
)
|
|
$
|
10,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
contracts 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. Other 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
interest income.
The following table presents the gains and (losses) recognized
in other comprehensive income (OCI) and the location in the
consolidated statements of income of gains and (losses)
reclassified from OCI into earnings for derivatives designated
as effective cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
|
Amount of Gain
|
|
|
|
Gain or (Loss)
|
|
|
Location of Gain or (Loss)
|
|
or (Loss) Reclassified
|
|
Derivatives in Cash
|
|
Recognized in
|
|
|
Reclassified from Accumulated
|
|
from Accumulated
|
|
Flow Hedging
|
|
OCI on Derivatives
|
|
|
OCI into Earnings
|
|
OCI into Earnings
|
|
Relationships
|
|
(Effective Portion)
|
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
(68,365
|
)
|
|
$
|
54,887
|
|
|
$
|
|
|
|
Interest and fee income loans and leases
|
|
$
|
117,669
|
|
|
$
|
(9,207
|
)
|
|
$
|
10,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB Advances
|
|
|
1,338
|
|
|
|
2,394
|
|
|
|
(4,186
|
)
|
|
Interest expense FHLB Advances
|
|
|
6,890
|
|
|
|
(12,490
|
)
|
|
|
(13,034
|
)
|
Deposits
|
|
|
326
|
|
|
|
2,842
|
|
|
|
(1,946
|
)
|
|
Interest expense deposits
|
|
|
4,153
|
|
|
|
(4,169
|
)
|
|
|
(360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated notes
|
|
|
101
|
|
|
|
(101
|
)
|
|
|
|
|
|
Interest expense subordinated notes and other long
term debt
|
|
|
(2,717
|
)
|
|
|
(4,408
|
)
|
|
|
(5,512
|
)
|
Other long term debt
|
|
|
|
|
|
|
239
|
|
|
|
(125
|
)
|
|
Interest expense subordinated notes and other
long term debt
|
|
|
(899
|
)
|
|
|
(865
|
)
|
|
|
(886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(66,600
|
)
|
|
$
|
60,261
|
|
|
$
|
(6,257
|
)
|
|
|
|
$
|
125,096
|
|
|
$
|
(31,139
|
)
|
|
$
|
(9,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189
The following table details the gains and (losses) recognized in
noninterest income on the ineffective portion on interest rate
contracts for derivatives designated as fair value and cash flow
hedges for the years ending December 31, 2009, 2008 and
2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Derivatives in fair value hedging relationships
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
10,847
|
|
|
$
|
(274
|
)
|
|
$
|
(1,134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
16,638
|
|
|
|
3,821
|
|
|
|
|
|
FHLB Deposits
|
|
|
(792
|
)
|
|
|
783
|
|
|
|
9
|
|
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 net fair values of these derivative financial instruments,
for which the gross amounts are included in other assets or
other liabilities at December 31, 2009 and 2008 were
$45.1 million and $41.9 million, respectively. Changes
in fair value of $10.2 million, $27.0 million, and
$17.8 million for the years ended December 31, 2009,
2008 and 2007, respectively, were reflected in other noninterest
income. The total notional values of derivative financial
instruments used by Huntington on behalf of customers, including
offsetting derivatives, were $9.6 billion and
$10.9 billion at December 31, 2009 and 2008,
respectively. Huntingtons credit risks from interest rate
swaps used for trading purposes were $255.7 million and
$429.9 million at the same dates, respectively.
Derivatives
used in mortgage banking activities
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. Accordingly, such
190
derivatives are recorded at fair value with changes in fair
value reflected in mortgage banking income. The following table
summarizes the derivative assets and liabilities used in
mortgage banking activities:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|
Interest rate lock agreements
|
|
$
|
995
|
|
|
$
|
8,182
|
|
Forward trades and options
|
|
|
7,711
|
|
|
|
233
|
|
|
|
|
|
|
|
|
|
|
Total derivative assets
|
|
|
8,706
|
|
|
|
8,415
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
Interest rate lock agreements
|
|
|
(1,338
|
)
|
|
|
(50
|
)
|
Forward trades and options
|
|
|
(119
|
)
|
|
|
(11,588
|
)
|
|
|
|
|
|
|
|
|
|
Total derivative liabilities
|
|
|
(1,457
|
)
|
|
|
(11,638
|
)
|
|
|
|
|
|
|
|
|
|
Net derivative liability
|
|
$
|
7,249
|
|
|
$
|
(3,223
|
)
|
|
|
|
|
|
|
|
|
|
The total notional value of these derivative financial
instruments at December 31, 2009 and 2008, was
$3.7 billion, $2.2 billion, respectively. The total
notional amount at December 31, 2009 corresponds to trading
assets with a fair value of $3.2 million and trading
liabilities with a fair value of $15.5 million. The gains
and (losses) related to derivative instruments included in
mortgage banking income for the years ended December 31,
2009, 2008 and 2007 were ($41.2) million,
($19.0) million and ($25.5) million, respectively.
Total MSR hedging gains and (losses) for the years ended
December 31, 2009, 2008, and 2007, were
($37.8) million, $22.4 million and
($1.7) million, respectively, and were also included in
mortgage banking income.
|
|
23.
|
VARIABLE
INTEREST ENTITIES
|
Consolidated
Variable Interest Entities
Consolidated variable interest entities at December 31,
2009 consist of the Franklin 2009 Trust (See
Note 5) and certain loan securitization trusts. Loan
securitizations include 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 ASC 810. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
Franklin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Trust
|
|
|
2008 Trust
|
|
|
2006 Trust
|
|
|
2000 Trust
|
|
|
Total
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
|
|
|
$
|
26,286
|
|
|
$
|
215,655
|
|
|
$
|
44,134
|
|
|
$
|
286,075
|
|
Loans and leases
|
|
|
443,854
|
|
|
|
535,337
|
|
|
|
1,241,671
|
|
|
|
31,594
|
|
|
|
2,252,456
|
|
Allowance for loan and lease losses
|
|
|
|
|
|
|
(8,940
|
)
|
|
|
(20,736
|
)
|
|
|
(527
|
)
|
|
|
(30,203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans and leases
|
|
|
443,854
|
|
|
|
526,397
|
|
|
|
1,220,935
|
|
|
|
31,067
|
|
|
|
2,222,253
|
|
Accrued income and other assets
|
|
|
29,857
|
|
|
|
3,234
|
|
|
|
6,375
|
|
|
|
138
|
|
|
|
39,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
473,711
|
|
|
$
|
555,917
|
|
|
$
|
1,442,965
|
|
|
$
|
75,339
|
|
|
$
|
2,547,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
Franklin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Trust
|
|
|
2008 Trust
|
|
|
2006 Trust
|
|
|
2000 Trust
|
|
|
Total
|
|
(In thousands)
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term debt
|
|
$
|
79,891
|
|
|
$
|
391,954
|
|
|
$
|
1,059,249
|
|
|
$
|
|
|
|
$
|
1,531,094
|
|
Accrued interest and other liabilities
|
|
|
3,093
|
|
|
|
743
|
|
|
|
12,402
|
|
|
|
|
|
|
|
16,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
82,984
|
|
|
$
|
392,697
|
|
|
$
|
1,071,651
|
|
|
$
|
|
|
|
$
|
1,547,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The auto loans and leases were designated to repay the
securitized notes. Huntington services the loans and leases and
uses the proceeds from principal and interest payments to pay
the securitized notes during the amortization period. Huntington
has not provided financial or other support that was not
previously contractually required.
Trust Preferred
Securities
Huntington has certain wholly-owned trusts that 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 Huntingtons condensed consolidated
balance sheet as subordinated notes. The trust securities are
the obligations of the trusts and are not consolidated within
Huntingtons balance sheet. A list of trust preferred
securities outstanding at December 31, 2009 follows:
|
|
|
|
|
|
|
|
|
|
|
Principal Amount of
|
|
|
Investment in
|
|
|
|
Subordinated Note/
|
|
|
Unconsolidated
|
|
|
|
Debenture Issued to Trust (1)
|
|
|
Subsidiary
|
|
(In thousands)
|
|
|
Huntington Capital I
|
|
$
|
138,816
|
|
|
$
|
6,186
|
|
Huntington Capital II
|
|
|
60,093
|
|
|
|
3,093
|
|
Huntington Capital III
|
|
|
114,045
|
|
|
|
10
|
|
BancFirst Ohio Trust Preferred
|
|
|
23,299
|
|
|
|
619
|
|
Sky Financial Capital Trust I
|
|
|
64,971
|
|
|
|
1,856
|
|
Sky Financial Capital Trust II
|
|
|
30,929
|
|
|
|
929
|
|
Sky Financial Capital Trust III
|
|
|
77,809
|
|
|
|
2,320
|
|
Sky Financial Capital Trust IV
|
|
|
77,810
|
|
|
|
2,320
|
|
Prospect Trust I
|
|
|
6,186
|
|
|
|
186
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
593,958
|
|
|
$
|
17,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the principal amount of debentures issued to each
trust, including unamortized original issue discount. |
Huntingtons investment in the unconsolidated trusts
represents the only risk of loss.
As mentioned in Note 14, during 2009, Huntington
repurchased $702.4 million of junior subordinated
debentures, bank subordinated notes and medium-term notes
resulting in net pre-tax gains of $147.4 million. In 2008,
$48.5 million of the junior subordinated debentures were
repurchased resulting in net pre-tax gains of $23.5 million.
These transactions have been recorded as gains on early
extinguishment of debt, a reduction of noninterest expense in
the consolidated financial statements.
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
192
trust securities will also be deferred and Huntingtons
ability to pay dividends on its common stock will be restricted.
Periodic cash payments and payments upon liquidation or
redemption with respect to trust securities are guaranteed by
Huntington to the extent of funds held by the trusts. The
guarantee ranks subordinate and junior in right of payment to
all indebtedness of the company to the same extent as the junior
subordinated debt. The guarantee does not place a limitation on
the amount of additional indebtedness that may be incurred by
Huntington.
Low
Income Housing Tax Credit Partnerships
Huntington makes certain equity investments in various limited
partnerships that sponsor affordable housing projects utilizing
the Low Income Housing Tax Credit (LIHTC) pursuant to
Section 42 of the Internal Revenue Code. The purpose of
these investments is to achieve a satisfactory return on
capital, to facilitate the sale of additional affordable housing
product offerings and to assist 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
December 31, 2009 and 2008, Huntington has commitments of
$285.3 million and $216.2 million, respectively of
which $192.7 million and $166.4 million, respectively
are funded. The unfunded portion is included in accrued expenses
and other liabilities.
|
|
24.
|
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 December 31, 2009 and December 31, 2008,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
(In millions)
|
|
|
Contract amount represents credit risk
|
|
|
|
|
|
|
|
|
Commitments to extend credit
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
5,834
|
|
|
$
|
6,494
|
|
Consumer
|
|
|
5,028
|
|
|
|
4,964
|
|
Commercial real estate
|
|
|
1,075
|
|
|
|
1,951
|
|
Standby letters of credit
|
|
|
577
|
|
|
|
1,272
|
|
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
customers 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 $2.8 million and
$4.5 million at December 31, 2009 and 2008,
respectively.
193
Through the Companys 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 December 31, 2009, Huntington had
$0.6 billion of standby letters of credit outstanding, of
which 60% were collateralized. Included in this
$0.6 billion total are letters of credit issued by the Bank
that support securities that were issued by customers and
remarketed by The Huntington Investment Company (HIC), the
Companys broker-dealer subsidiary. As a result of a change
in credit ratings and pursuant to the letters of credit issued
by the Bank, the Bank repurchased substantially all of these
securities, net of payments and maturities, during 2009.
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 December 31, 2009, approximately $83.7 million of
the standby letters of credit were rated strong with sufficient
asset quality, liquidity, and good debt capacity and coverage,
approximately $440.3 million were rated average with
acceptable asset quality, liquidity, and modest debt capacity;
and approximately $68.8 million were rated substandard with
negative financial trends, structural weaknesses, operating
difficulties, and higher leverage.
Commercial letters of credit represent short-term,
self-liquidating instruments that facilitate customer trade
transactions and generally have maturities of no longer than
90 days. The goods or cargo being traded normally secures
these instruments.
Commitments
to sell loans
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 December 31, 2009 and 2008, Huntington had commitments
to sell residential real estate loans of $662.9 million and
$759.4 million, respectively. These contracts mature in
less than one year.
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. 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,
alleging 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 Huntingtons financial
results, prospects, and condition, relating, in particular, to
its transactions with Franklin. The action was dismissed with
prejudice on December 4, 2009, and the plaintiffs
thereafter filed a Notice of Appeal to the United States Court
of Appeals for the Sixth Circuit. Because the case is currently
being appealed, 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 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 Huntingtons 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
Huntingtons 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. The derivative
action filed in the United States District Court for the
Southern District of Ohio was dismissed with prejudice on
September 23, 2009. The plaintiff in that action thereafter
filed a Notice of Appeal to the United States Court of Appeals
for the Sixth Circuit, but the appeal was dismissed at the
194
plaintiffs request on January 12, 2010. That
plaintiff subsequently sent a letter to Huntingtons Board
of Directors demanding that it initiate certain litigation,
which letter has been taken under advisement. Motions to dismiss
the other two actions were filed on March 10, 2008, and
January 26, 2009, and currently are pending. At this stage
of the proceedings, 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 Companys 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. On May 14, 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, alleging 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 and seeking
money damages and equitable relief. On February 9, 2009,
the court entered an order dismissing with prejudice the
consolidated lawsuit in its entirety, and the plaintiffs
thereafter filed a Notice of Appeal to the United States Court
of Appeals for the Sixth Circuit. During the pendency of the
appeal, the parties to the appeal commenced settlement
discussions and have reached an agreement in principle to settle
this litigation on a classwide basis for $1,450,000, subject to
the drafting of definitive settlement documentation and court
approval. Because the settlement has not been finalized or
approved, it is not possible for management to make further
comment at this time.
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 Financials
former officers on behalf of all persons who purchased or
acquired Sky Financial common stock in connection with and as a
result of Sky Financials October 2006 acquisition of
Waterfield Mortgage Company. The complaint alleged 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 Financials lending
relationship with Franklin. On May 1, 2009, the 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.
Commitments
Under Capital and Operating Lease Obligations
At December 31, 2009, Huntington and its subsidiaries were
obligated under noncancelable leases for land, buildings, and
equipment. Many of these leases contain renewal options and
certain leases provide options to purchase the leased property
during or at the expiration of the lease period at specified
prices. Some leases contain escalation clauses calling for
rentals to be adjusted for increased real estate taxes and other
operating expenses or proportionately adjusted for increases in
the consumer or other price indices.
The future minimum rental payments required under operating
leases that have initial or remaining noncancelable lease terms
in excess of one year as of December 31, 2009, were
$44.8 million in 2010, $42.7 million in 2011,
$41.2 million in 2012, $38.5 million in 2013,
$35.3 million in 2014, and $155.2 million thereafter.
At December 31, 2009, total minimum lease payments have not
been reduced by minimum sublease rentals of $36.7 million
due in the future under noncancelable subleases. At
December 31, 2009, the future minimum sublease rental
payments that Huntington expects to receive are
$14.5 million in 2010; $11.5 million in 2011;
$3.7 million in 2012; $3.2 million in 2013;
$2.4 million in 2014; and $1.4 million thereafter. The
rental expense for all operating leases was $49.8 million,
$53.4 million, and $51.3 million for 2009, 2008, and
2007, respectively. Huntington had no material obligations under
capital leases.
195
|
|
25.
|
OTHER
REGULATORY MATTERS
|
Huntington and its bank subsidiary, The Huntington National
Bank, are subject to various regulatory capital requirements
administered by federal and state banking agencies. These
requirements involve qualitative judgments and quantitative
measures of assets, liabilities, capital amounts, and certain
off-balance sheet items as calculated under regulatory
accounting practices. Failure to meet minimum capital
requirements can initiate certain actions by regulators that, if
undertaken, could have a material adverse effect on
Huntingtons and The Huntington National Banks
financial statements. Applicable capital adequacy guidelines
require minimum ratios of 4.00% for Tier 1 Risk-based
Capital, 8.00% for Total Risk-based Capital, and 4.00% for
Tier 1 Leverage Capital. To be considered
well-capitalized under the regulatory framework for
prompt corrective action, the ratios must be at least 6.00%,
10.00%, and 5.00%, respectively.
As of December 31, 2009, Huntington and The Huntington
National Bank (the Bank) met all capital adequacy requirements
and had regulatory capital ratios in excess of the levels
established for
well-capitalized
institutions. The period-end capital amounts and capital ratios
of Huntington and the Bank are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1
|
|
|
Total Capital
|
|
|
Tier 1 Leverage
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
(In millions)
|
|
|
Huntington Bancshares Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
$
|
5,201
|
|
|
$
|
5,036
|
|
|
$
|
6,231
|
|
|
$
|
6,535
|
|
|
$
|
5,201
|
|
|
$
|
5,036
|
|
Ratio
|
|
|
12.03
|
%
|
|
|
10.72
|
%
|
|
|
14.41
|
%
|
|
|
13.91
|
%
|
|
|
10.09
|
%
|
|
|
9.82
|
%
|
The Huntington National Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
$
|
2,873
|
|
|
$
|
2,995
|
|
|
$
|
4,780
|
|
|
$
|
4,978
|
|
|
$
|
2,873
|
|
|
$
|
2,995
|
|
Ratio
|
|
|
6.66
|
%
|
|
|
6.44
|
%
|
|
|
11.08
|
%
|
|
|
10.71
|
%
|
|
|
5.59
|
%
|
|
|
5.99
|
%
|
Tier 1 Risk-based Capital consists of total equity plus
qualifying capital securities and minority interest, excluding
unrealized gains and losses accumulated in other comprehensive
income, and non-qualifying intangible and servicing assets.
Total Risk-based Capital is Tier 1 Risk-based Capital plus
qualifying subordinated notes and allowable allowances for
credit losses (limited to 1.25% of total risk-weighted assets).
Tier 1 Leverage Capital is equal to Tier 1 Capital.
Both Tier 1 Capital and Total Capital ratios are derived by
dividing the respective capital amounts by net risk-weighted
assets, which are calculated as prescribed by regulatory
agencies. Tier 1 Leverage Capital ratio is calculated by
dividing the Tier 1 capital amount by average total assets
for the fourth quarter of 2009 and 2008, less non-qualifying
intangibles and other adjustments.
The parent company has the ability to provide additional capital
to the Bank to maintain the Banks risk-based capital
ratios at levels at which would be considered
well-capitalized.
Huntington and its subsidiaries are also subject to various
regulatory requirements that impose restrictions on cash, debt,
and dividends. The Bank is required to maintain cash reserves
based on the level of certain of its deposits. This reserve
requirement may be met by holding cash in banking offices or on
deposit at the Federal Reserve Bank. During 2009 and 2008, the
average balance of these deposits were $1.4 billion and
$44.8 million, respectively.
Under current Federal Reserve regulations, the Bank is limited
as to the amount and type of loans it may make to the parent
company and non-bank subsidiaries. At December 31, 2009,
the Bank could lend $478.0 million to a single affiliate,
subject to the qualifying collateral requirements defined in the
regulations.
Dividends from the Bank are one of the major sources of funds
for Huntington. These funds aid the parent company in the
payment of dividends to shareholders, expenses, and other
obligations. Payment of dividends to the parent company is
subject to various legal and regulatory limitations. Regulatory
approval is required prior to the declaration of any dividends
in excess of available retained earnings. The amount of
dividends that may be declared without regulatory approval is
further limited to the sum of net income for the current year
and retained net income for the preceding two years, less any
required transfers to surplus or
196
common stock. At December 31, 2009, the bank could not have
declared and paid additional dividends to the parent company
without regulatory approval.
|
|
26.
|
PARENT
COMPANY FINANCIAL STATEMENTS
|
The parent company condensed financial statements, which include
transactions with subsidiaries, are as follows.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
Balance Sheets
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
|
ASSETS
|
Cash and cash equivalents(1)
|
|
$
|
1,376,539
|
|
|
$
|
1,122,056
|
|
Due from The Huntington National Bank(2)
|
|
|
955,695
|
|
|
|
532,746
|
|
Due from non-bank subsidiaries
|
|
|
273,317
|
|
|
|
338,675
|
|
Investment in The Huntington National Bank
|
|
|
2,821,181
|
|
|
|
5,274,261
|
|
Investment in non-bank subsidiaries
|
|
|
815,730
|
|
|
|
854,575
|
|
Accrued interest receivable and other assets
|
|
|
112,557
|
|
|
|
146,167
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
6,355,019
|
|
|
$
|
8,268,480
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Short-term borrowings
|
|
$
|
1,291
|
|
|
$
|
1,852
|
|
Long-term borrowings
|
|
|
637,434
|
|
|
|
803,699
|
|
Dividends payable, accrued expenses, and other liabilities
|
|
|
380,292
|
|
|
|
234,023
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,019,017
|
|
|
|
1,039,574
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity(3)
|
|
|
5,336,002
|
|
|
|
7,228,906
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
6,355,019
|
|
|
$
|
8,268,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes restricted cash of $125,000 at December 31, 2009. |
|
(2) |
|
Related to subordinated notes described in Note 14. |
|
(3) |
|
See Huntingtons Consolidated Statements of Changes in
Shareholders Equity. |
197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Statements of Income
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from
|
|
|
|
|
|
|
|
|
|
|
|
|
The Huntington National Bank
|
|
$
|
|
|
|
|
142,254
|
|
|
$
|
239,000
|
|
Non-bank subsidiaries
|
|
|
70,600
|
|
|
|
69,645
|
|
|
|
41,784
|
|
Interest from
|
|
|
|
|
|
|
|
|
|
|
|
|
The Huntington National Bank
|
|
|
51,620
|
|
|
|
19,749
|
|
|
|
18,622
|
|
Non-bank subsidiaries
|
|
|
14,662
|
|
|
|
12,700
|
|
|
|
12,180
|
|
Management fees from subsidiaries
|
|
|
|
|
|
|
|
|
|
|
3,882
|
|
Other
|
|
|
68,352
|
|
|
|
108
|
|
|
|
1,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
205,234
|
|
|
|
244,456
|
|
|
|
316,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel costs
|
|
|
21,206
|
|
|
|
24,398
|
|
|
|
24,818
|
|
Interest on borrowings
|
|
|
29,357
|
|
|
|
44,890
|
|
|
|
41,189
|
|
Other
|
|
|
28,398
|
|
|
|
240
|
|
|
|
14,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense
|
|
|
78,961
|
|
|
|
69,528
|
|
|
|
80,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in undistributed net
income of subsidiaries
|
|
|
126,273
|
|
|
|
174,928
|
|
|
|
235,974
|
|
Income taxes
|
|
|
20,675
|
|
|
|
(120,371
|
)
|
|
|
(39,509
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in undistributed net income of subsidiaries
|
|
|
105,598
|
|
|
|
295,299
|
|
|
|
275,483
|
|
Increase (decrease) in undistributed net income of:
|
|
|
|
|
|
|
|
|
|
|
|
|
The Huntington National Bank
|
|
|
(3,130,329
|
)
|
|
|
(98,863
|
)
|
|
|
(176,083
|
)
|
Non-bank subsidiaries
|
|
|
(69,448
|
)
|
|
|
(310,242
|
)
|
|
|
(24,231
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3,094,179
|
)
|
|
|
(113,806
|
)
|
|
$
|
75,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Statements of Cash Flows
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
(In thousands)
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3,094,179
|
)
|
|
$
|
(113,806
|
)
|
|
$
|
75,169
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed net income of subsidiaries
|
|
|
3,199,777
|
|
|
|
266,851
|
|
|
|
200,315
|
|
Depreciation and amortization
|
|
|
3,458
|
|
|
|
2,071
|
|
|
|
4,367
|
|
Other, net
|
|
|
(103,464
|
)
|
|
|
65,076
|
|
|
|
(51,283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used for) provided by operating activities
|
|
|
5,592
|
|
|
|
220,192
|
|
|
|
228,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash paid for acquisition
|
|
|
|
|
|
|
|
|
|
|
(313,311
|
)
|
Repayments from subsidiaries
|
|
|
393,041
|
|
|
|
540,308
|
|
|
|
333,469
|
|
Advances to subsidiaries
|
|
|
(1,017,892
|
)
|
|
|
(1,337,165
|
)
|
|
|
(442,418
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities
|
|
|
(624,851
|
)
|
|
|
(796,857
|
)
|
|
|
(422,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term borrowings
|
|
|
|
|
|
|
|
|
|
|
250,010
|
|
Payment of borrowings
|
|
|
(99,417
|
)
|
|
|
(98,470
|
)
|
|
|
(42,577
|
)
|
Dividends paid on preferred stock
|
|
|
(107,262
|
)
|
|
|
(23,242
|
)
|
|
|
|
|
Dividends paid on common stock
|
|
|
(55,026
|
)
|
|
|
(279,608
|
)
|
|
|
(289,758
|
)
|
Proceeds from issuance of preferred stock
|
|
|
|
|
|
|
1,947,625
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
1,135,645
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
(198
|
)
|
|
|
(1,073
|
)
|
|
|
16,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities
|
|
|
873,742
|
|
|
|
1,545,232
|
|
|
|
(65,543
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
254,483
|
|
|
|
968,567
|
|
|
|
(259,235
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
1,122,056
|
|
|
|
153,489
|
|
|
|
412,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
1,376,539
|
|
|
$
|
1,122,056
|
|
|
$
|
153,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
29,357
|
|
|
$
|
44,890
|
|
|
$
|
41,189
|
|
Dividends in-kind received from The Huntington National Bank
|
|
|
|
|
|
|
124,689
|
|
|
|
|
|
In the second quarter of 2009, Huntington reorganized its
Regional Banking segment to reflect how its assets and
operations are now managed. The Regional Banking line of
business, which through March 31, 2009, had been managed
geographically, is now managed on a product segment approach.
The five distinct segments are: Retail and Business Banking,
Commercial Banking, Commercial Real Estate, Auto Finance and
Dealer Services (AFDS), and the Private Financial Group (PFG). A
sixth group includes the Treasury function and other unallocated
assets, liabilities, revenue, and expense. All periods have been
reclassified to conform to the current period presentation.
Segment results are determined based upon the Companys
management reporting system, which assigns balance sheet and
income statement items to each of the business segments. The
process is designed around the Companys organizational and
management structure and, accordingly, the results derived are
not
199
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.
Retail and Business Banking: This segment
provides traditional banking products and services to consumer
and small business 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 small business
administration (SBA) lending. 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, treasury management products, as
well as sales of investment and insurance services. At
December 31, 2009, Retail and Business Banking
accounted for 39% and 71% of consolidated loans and leases and
deposits, respectively.
Commercial Banking: This segment provides a
variety of banking products and services to customers within the
Companys primary banking markets who generally have larger
credit exposures and sales revenues compared with its Retail and
Business Banking customers. Commercial Banking products include
commercial loans, international trade, cash management, leasing,
interest rate protection products, capital market alternatives,
401(k) plans, and mezzanine investment capabilities. The
Commercial Banking team also serves customers that specialize in
equipment leasing, as well as serves the commercial banking
needs of government entities,
not-for-profit
organizations, and large corporations. Commercial bankers
personally deliver these products and services by developing
leads through community involvement, referrals from other
professionals, and targeted prospect calling.
Commercial Real Estate: This segment serves
professional real estate developers or other customers with real
estate project financing needs within the Companys primary
banking markets. Commercial Real Estate products and services
include CRE loans, cash management, interest rate protection
products, and capital market alternatives. Commercial real
estate bankers personally deliver these products and services
by: (a) relationships with developers in the Companys
footprint who are recognized as the most experienced,
well-managed, and well-capitalized, and are capable of operating
in all phases of the real estate cycle
(top-tier
developers), (b) leads through community involvement,
and (c) referrals from other professionals.
Auto Finance and Dealer Services (AFDS): This
segment provides a variety of banking products and services to
approximately 2,200 automotive dealerships within the
Companys primary banking markets. During the first quarter
of 2009, AFDS discontinued lending activities in Arizona,
Florida, Tennessee, Texas, and Virginia. Also, all lease
origination activities were discontinued during the 2008 fourth
quarter. 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. 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 results from the sale of
trust, asset management, investment advisory, brokerage,
insurance, and private banking products and services including
credit and lending activities. PFG also focuses on financial
solutions for corporate and institutional customers that include
investment banking, sales and trading of securities, 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 Retail and Business Banking distribution channels.
In addition to the Companys five business segments, the
Treasury/Other group includes revenue and expense related to
assets, liabilities, and equity that are not directly assigned
or allocated to one of the five business segments. Assets in
this group include investment securities and bank owned life
insurance. Net interest income/(expense) includes the net impact
of administering the Companys investment securities
200
portfolios as part of overall liquidity management. A
match-funded transfer pricing (FTP) 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 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 business segments. This
group 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.
In 2009, a comprehensive review of the FTP methodology resulted
in changes to various assumptions, including liquidity premiums.
Business segment financial performance for 2009 reflect the
methodology changes, however, financial performance for 2008 was
not restated to reflect these changes, as the changes for that
year were not material. As a result of this change, business
segment performance for net interest income comparisons between
2009 and 2008 are affected.
The management accounting process used to develop the business
segment reporting utilized various estimates and allocation
methodologies to measure the performance of the business
segments. During 2009, Huntington implemented a full-allocation
methodology, where all Treasury/Other expenses, except those
related to servicing Franklin assets, reported Significant
Items (excluding the goodwill impairment), and a small
residual of other unallocated expenses, are allocated to the
other five business segments. Prior to this implementation, only
certain expenses were allocated to the five business segments.
Business segment financial performance for 2009 reflect the
implementation, however, financial performance for 2008 was not
restated to reflect these changes, as the methodology in place
at that time was appropriate. As a result of this change,
business segment performance comparisons for noninterest expense
between 2009 and 2008 are affected.
201
Listed below is certain operating basis financial information
reconciled to Huntingtons 2009, 2008, and 2007 reported
results by line of business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail &
|
|
|
|
|
|
|
|
|
|
Former
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
|
|
|
|
Commercial
|
|
|
|
Regional
|
|
|
|
|
|
|
|
|
Treasury/
|
|
|
|
Huntington
|
|
Income Statements
|
|
Banking
|
|
|
Commercial
|
|
|
Real Estate
|
|
|
|
Banking
|
|
|
AFDS
|
|
|
PFG
|
|
|
Other
|
|
|
|
Consolidated
|
|
(In thousands )
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
882,026
|
|
|
$
|
209,376
|
|
|
$
|
134,190
|
|
|
|
$
|
1,225,592
|
|
|
$
|
141,989
|
|
|
$
|
77,390
|
|
|
$
|
(20,684
|
)
|
|
|
$
|
1,424,287
|
|
Provision for credit losses
|
|
|
(526,399
|
)
|
|
|
(359,233
|
)
|
|
|
(1,050,554
|
)
|
|
|
|
(1,936,186
|
)
|
|
|
(91,342
|
)
|
|
|
(57,450
|
)
|
|
|
10,307
|
|
|
|
|
(2,074,671
|
)
|
Non-Interest income
|
|
|
511,298
|
|
|
|
92,986
|
|
|
|
1,613
|
|
|
|
|
605,897
|
|
|
|
61,003
|
|
|
|
244,255
|
|
|
|
94,489
|
|
|
|
|
1,005,644
|
|
Non-Interest expense,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
excluding goodwill impairment
|
|
|
(902,111
|
)
|
|
|
(143,420
|
)
|
|
|
(36,357
|
)
|
|
|
|
(1,081,888
|
)
|
|
|
(113,119
|
)
|
|
|
(243,738
|
)
|
|
|
12,246
|
|
|
|
|
(1,426,499
|
)
|
Goodwill impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,573,818
|
)(1)
|
|
|
|
|
|
|
(28,895
|
)
|
|
|
(4,231
|
)
|
|
|
|
(2,606,944
|
)
|
Income taxes
|
|
|
12,315
|
|
|
|
70,102
|
|
|
|
332,888
|
|
|
|
|
415,305
|
|
|
|
514
|
|
|
|
2,953
|
|
|
|
165,232
|
|
|
|
|
584,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating/reported net income
|
|
$
|
(22,871
|
)
|
|
$
|
(130,189
|
)
|
|
$
|
(618,220
|
)
|
|
|
$
|
(3,345,098
|
)
|
|
$
|
(955
|
)
|
|
$
|
(5,485
|
)
|
|
$
|
257,359
|
|
|
|
$
|
(3,094,179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
941,807
|
|
|
$
|
313,353
|
|
|
$
|
202,178
|
|
|
|
$
|
1,457,338
|
|
|
$
|
149,236
|
|
|
$
|
74,651
|
|
|
$
|
(149,534
|
)
|
|
|
$
|
1,531,691
|
|
Provision for credit losses
|
|
|
(219,348
|
)
|
|
|
(102,143
|
)
|
|
|
(215,548
|
)
|
|
|
|
(537,039
|
)
|
|
|
(69,143
|
)
|
|
|
(13,279
|
)
|
|
|
(438,002
|
)
|
|
|
|
(1,057,463
|
)
|
Non interest income
|
|
|
405,654
|
|
|
|
96,676
|
|
|
|
13,288
|
|
|
|
|
515,618
|
|
|
|
59,497
|
|
|
|
258,300
|
|
|
|
(126,277
|
)
|
|
|
|
707,138
|
|
Non interest expense
|
|
|
(779,010
|
)
|
|
|
(147,329
|
)
|
|
|
(31,550
|
)
|
|
|
|
(957,889
|
)
|
|
|
(123,158
|
)
|
|
|
(248,540
|
)
|
|
|
(147,787
|
)
|
|
|
|
(1,477,374
|
)
|
Income taxes
|
|
|
(122,186
|
)
|
|
|
(56,195
|
)
|
|
|
11,071
|
|
|
|
|
(167,310
|
)
|
|
|
(5,751
|
)
|
|
|
(24,896
|
)
|
|
|
380,159
|
|
|
|
|
182,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating/reported net income
|
|
$
|
226,917
|
|
|
$
|
104,362
|
|
|
$
|
(20,561
|
)
|
|
|
$
|
310,718
|
|
|
$
|
10,681
|
|
|
$
|
46,236
|
|
|
$
|
(481,441
|
)
|
|
|
$
|
(113,806
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
710,154
|
|
|
$
|
245,690
|
|
|
$
|
147,884
|
|
|
|
$
|
1,103,728
|
|
|
$
|
138,786
|
|
|
$
|
57,985
|
|
|
$
|
1,013
|
|
|
|
$
|
1,301,512
|
|
Provision for credit losses
|
|
|
(48,373
|
)
|
|
|
5,352
|
|
|
|
(145,134
|
)
|
|
|
|
(188,155
|
)
|
|
|
(30,745
|
)
|
|
|
(961
|
)
|
|
|
(423,767
|
)
|
|
|
|
(643,628
|
)
|
Non interest income
|
|
|
363,990
|
|
|
|
81,873
|
|
|
|
11,675
|
|
|
|
|
457,538
|
|
|
|
41,594
|
|
|
|
197,436
|
|
|
|
(19,965
|
)
|
|
|
|
676,603
|
|
Non interest expense
|
|
|
(694,942
|
)
|
|
|
(133,652
|
)
|
|
|
(24,313
|
)
|
|
|
|
(852,907
|
)
|
|
|
(77,435
|
)
|
|
|
(202,364
|
)
|
|
|
(179,138
|
)
|
|
|
|
(1,311,844
|
)
|
Income taxes
|
|
|
(115,790
|
)
|
|
|
(69,742
|
)
|
|
|
3,461
|
|
|
|
|
(182,071
|
)
|
|
|
(25,270
|
)
|
|
|
(18,234
|
)
|
|
|
278,101
|
|
|
|
|
52,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating/reported net income
|
|
$
|
215,039
|
|
|
$
|
129,521
|
|
|
$
|
(6,427
|
)
|
|
|
$
|
338,133
|
|
|
$
|
46,930
|
|
|
$
|
33,862
|
|
|
$
|
(343,756
|
)
|
|
|
$
|
75,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the 2009 first quarter goodwill impairment charge
associated with the former Regional Banking segment. The
allocation of this amount to the new business segments was not
practical. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at
|
|
|
Deposits at
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
(In millions)
|
|
|
Retail & Business Banking
|
|
$
|
16,565
|
|
|
$
|
17,232
|
|
|
$
|
28,877
|
|
|
$
|
27,350
|
|
Commercial Banking
|
|
|
7,767
|
|
|
|
8,685
|
|
|
|
6,031
|
|
|
|
5,769
|
|
Commercial Real Estate
|
|
|
7,426
|
|
|
|
8,360
|
|
|
|
535
|
|
|
|
487
|
|
AFDS
|
|
|
5,142
|
|
|
|
6,373
|
|
|
|
83
|
|
|
|
70
|
|
PFG
|
|
|
3,254
|
|
|
|
3,210
|
|
|
|
3,409
|
|
|
|
1,728
|
|
Treasury/Other
|
|
|
11,401
|
|
|
|
7,605
|
|
|
|
1,559
|
|
|
|
2,539
|
|
Unallocated goodwill(1)
|
|
|
|
|
|
|
2,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
51,555
|
|
|
$
|
54,353
|
|
|
$
|
40,494
|
|
|
$
|
37,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the balance of goodwill associated with the former
Regional Banking business segment. The allocation of these
amounts to the new business segments is not practical. |
202
|
|
28.
|
QUARTERLY
RESULTS OF OPERATIONS (UNAUDITED)
|
The following is a summary of the unaudited quarterly results of
operations, for the years ended December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
Fourth
|
|
|
Third
|
|
|
Second
|
|
|
First
|
|
(In thousands, except per share data)
|
|
|
Interest income
|
|
$
|
551,335
|
|
|
$
|
553,846
|
|
|
$
|
563,004
|
|
|
$
|
569,957
|
|
Interest expense
|
|
|
(177,271
|
)
|
|
|
(191,027
|
)
|
|
|
(213,105
|
)
|
|
|
(232,452
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
374,064
|
|
|
|
362,819
|
|
|
|
349,899
|
|
|
|
337,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
(893,991
|
)
|
|
|
(475,136
|
)
|
|
|
(413,707
|
)
|
|
|
(291,837
|
)
|
Non-interest income
|
|
|
244,546
|
|
|
|
256,052
|
|
|
|
265,945
|
|
|
|
239,102
|
|
Non-interest expense
|
|
|
(322,596
|
)
|
|
|
(401,097
|
)
|
|
|
(339,982
|
)
|
|
|
(2,969,769
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(597,977
|
)
|
|
|
(257,362
|
)
|
|
|
(137,845
|
)
|
|
|
(2,684,999
|
)
|
Benefit for income taxes
|
|
|
228,290
|
|
|
|
91,172
|
|
|
|
12,750
|
|
|
|
251,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss income
|
|
|
(369,687
|
)
|
|
|
(166,190
|
)
|
|
|
(125,095
|
)
|
|
|
(2,433,207
|
)
|
Dividends on preferred shares
|
|
|
(29,289
|
)
|
|
|
(29,223
|
)
|
|
|
(57,451
|
)
|
|
|
(58,793
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to common shares
|
|
$
|
(398,976
|
)
|
|
$
|
(195,413
|
)
|
|
$
|
(182,546
|
)
|
|
$
|
(2,492,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share Basic
|
|
$
|
(0.56
|
)
|
|
|
(0.33
|
)
|
|
|
(0.40
|
)
|
|
|
(6.79
|
)
|
Net loss per common share Diluted
|
|
|
(0.56
|
)
|
|
|
(0.33
|
)
|
|
|
(0.40
|
)
|
|
|
(6.79
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
Fourth
|
|
|
Third
|
|
|
Second
|
|
|
First
|
|
(In thousands, except per share data)
|
|
|
Interest income
|
|
$
|
662,508
|
|
|
$
|
685,728
|
|
|
$
|
696,675
|
|
|
$
|
753,411
|
|
Interest expense
|
|
|
(286,143
|
)
|
|
|
(297,092
|
)
|
|
|
(306,809
|
)
|
|
|
(376,587
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
376,365
|
|
|
|
388,636
|
|
|
|
389,866
|
|
|
|
376,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
(722,608
|
)
|
|
|
(125,392
|
)
|
|
|
(120,813
|
)
|
|
|
(88,650
|
)
|
Non-interest income
|
|
|
67,099
|
|
|
|
167,857
|
|
|
|
236,430
|
|
|
|
235,752
|
|
Non-interest expense
|
|
|
(390,094
|
)
|
|
|
(338,996
|
)
|
|
|
(377,803
|
)
|
|
|
(370,481
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
|
(669,238
|
)
|
|
|
92,105
|
|
|
|
127,680
|
|
|
|
153,445
|
|
Benefit (provision) for income taxes
|
|
|
251,949
|
|
|
|
(17,042
|
)
|
|
|
(26,328
|
)
|
|
|
(26,377
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(417,289
|
)
|
|
|
75,063
|
|
|
|
101,352
|
|
|
|
127,068
|
|
Dividends declared on preferred shares
|
|
|
(23,158
|
)
|
|
|
(12,091
|
)
|
|
|
(11,151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income applicable to common shares
|
|
$
|
(440,447
|
)
|
|
$
|
62,972
|
|
|
$
|
90,201
|
|
|
$
|
127,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per common share Basic
|
|
$
|
(1.20
|
)
|
|
$
|
0.17
|
|
|
$
|
0.25
|
|
|
$
|
0.35
|
|
Net (loss) income per common share Diluted
|
|
|
(1.20
|
)
|
|
|
0.17
|
|
|
|
0.25
|
|
|
|
0.35
|
|
203