Huntington Bancshares Incorporated Annual Report 2020
Total Page:16
File Type:pdf, Size:1020Kb
Huntington Bancshares Incorporated Annual Report 2020 Form 10-K (NASDAQ:HBAN) Published: February 14th, 2020 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________________________ FORM 10-K _______________________________________________ ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 Commission File Number 1-34073 _______________________________________________ Huntington Bancshares Incorporated (Exact name of registrant as specified in its charter) _______________________________________________ Maryland 31-0724920 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 41 South High Street Columbus, Ohio 43287 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (614) 480-2265 Securities registered pursuant to Section 12(b) of the Act: Trading Title of class Symbol(s) Name of exchange on which registered Common Stock—Par Value $0.01 per Share HBAN NASDAQ Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series HBANN NASDAQ C Non-Cumulative, perpetual preferred stock) Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series HBANO NASDAQ D Non-Cumulative, perpetual preferred stock) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act. x Yes ¨ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ¨ Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer x Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) ☐ Yes x No The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30,2 019, determined by using a per share closing price of $13.82, as quoted by Nasdaq on that date, was $14,582,832,960. As of January 31, 2020, there were 1,019,194,130 shares of common stock with a par value of $0.01 outstanding. Documents Incorporated By Reference Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for the2 020 Annual Shareholders’ Meeting. HUNTINGTON BANCSHARES INCORPORATED INDEX Part I. Item 1. Business 10 Item 1A. Risk Factors 23 Item 1B. Unresolved Staff Comments 35 Item 2. Properties 36 Item 3. Legal Proceedings 36 Item 4. Mine Safety Disclosures 36 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37 Item 6. Selected Financial Data 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Introduction 41 Executive Overview 41 Discussion of Results of Operations 44 Risk Management and Capital: 51 Credit Risk 52 Market Risk 67 MSR and Price Risk 68 Liquidity Risk 69 Operational Risk 73 Compliance Risk 74 Capital 74 Business Segment Discussion 77 Results for the Fourth Quarter 82 Additional Disclosures 88 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 92 Item 8. Financial Statements and Supplementary Data 92 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 173 Item 9A. Controls and Procedures 173 Item 9B. Other Information 173 Part III. Item 10. Directors, Executive Officers and Corporate Governance 173 Item 11. Executive Compensation 173 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 174 Item 13. Certain Relationships and Related Transactions, and Director Independence 174 Item 14. Principal Accounting Fees and Services 175 Part IV. Item 15. Exhibits and Financial Statement Schedules 175 Item 16. Form 10-K Summary 175 Signatures Glossary of Acronyms and Terms The following listing provides a comprehensive reference of common acronyms and terms used throughout the document: ACL Allowance for Credit Losses AFS Available-for-Sale ALCO Asset-Liability Management Committee ALLL Allowance for Loan and Lease Losses AML Anti-Money Laundering ANPR Advance Notice of Proposed Rulemaking AOCI Accumulated Other Comprehensive Income ASC Accounting Standards Codification ATM Automated Teller Machine AULC Allowance for Unfunded Loan Commitments Bank Secrecy Act Financial Recordkeeping and Reporting of Currency and Foreign Transactions Act of 1970 Basel III Refers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013 BHC Bank Holding Company BHC Act Bank Holding Company Act of 1956 C&I Commercial and Industrial CCAR Comprehensive Capital Analysis and Review CCPA California Consumer Privacy Act of 2018 CDs Certificates of Deposit CECL Current Expected Credit Losses CET1 Common equity tier 1 on a transitional Basel III basis CFPB Bureau of Consumer Financial Protection CISA Cybersecurity Information Sharing Act CMO Collateralized Mortgage Obligations CRA Community Reinvestment Act CRE Commercial Real Estate DIF Deposit Insurance Fund Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act Economic Growth Act Economic Growth, Regulatory Relief and Consumer Protection Act EPS Earnings Per Share EVE Economic Value of Equity FASB Financial Accounting Standards Board FCRA Fair Credit Reporting Act FDIA Federal Deposit Insurance Act FDIC Federal Deposit Insurance Corporation Federal Reserve Board of Governors of the Federal Reserve System FHC Financial Holding Company FHLB Federal Home Loan Bank of Cincinnati FICO Fair Isaac Corporation FinCEN Financial Crimes Enforcement Network FINRA Financial Industry Regulatory Authority, Inc. FirstMerit FirstMerit Corporation FRB Federal Reserve Bank FTE Fully-Taxable Equivalent FTP Funds Transfer Pricing FVO Fair Value Option GAAP Generally Accepted Accounting Principles in the United States of America GLBA Gramm-Leach-Bliley Act GSE Government Sponsored Enterprise HMDA Home Mortgage Disclosure Act HSE Hutchinson, Shockey, Erley & Co. HTM Held-to-Maturity IRS Internal Revenue Service LCR Liquidity Coverage Ratio LGD Loss Given Default LIBOR London Interbank Offered Rate LFI Rating System Large Financial Institution Rating System LIHTC Low Income Housing Tax Credit LTV Loan-to-Value MBS Mortgage-Backed Securities MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations MSA Metropolitan Statistical Area MSR Mortgage Servicing Right NAICS North American Industry Classification System NALs Nonaccrual Loans NCO Net Charge-off NII Noninterest Income NIM Net Interest Margin NOW Negotiable Order of Withdrawal NPAs Nonperforming Assets NSF Non-Sufficient Funds OCC Office of the Comptroller of the Currency OCI Other Comprehensive Income (Loss) OCR Optimal Customer Relationship OFAC Office of Foreign Assets Control OIS Overnight Indexed Swaps OLEM Other Loans Especially Mentioned OREO Other Real Estate Owned OTTI Other-Than-Temporary Impairment Patriot Act Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 PCD Purchased financial assets with credit deterioration PD Probability of Default Plan Huntington Bancshares Retirement Plan Problem Loans Includes nonaccrual loans and leases, accruing loans and leases past due 90 days or more, troubled debt restructured loans, and criticized commercial loans Capital and Liquidity Refers to the changes to applicability thresholds for regulatory and capital and liquidity requirements, issued by the OCC, the Tailoring Rule Federal Reserve and the FDIC EPS Tailoring Rule Refers to Prudential Standards for Large Bank Holding Companies and Savings and Loan Holding, issued by the Federal Reserve Tailoring Rules Refers to the Capital and Liquidity Tailoring Rule and the EPS Tailoring Rule RBHPCG Regional Banking and The Huntington Private Client Group REIT Real Estate Investment Trust Riegle-Neal Act The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ROC Risk Oversight Committee RWA Risk-Weighted Assets SAD Special Assets