INTRODUCTION


We are a multi-state diversified regional bank holding company organized under
Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we
have over 150 years of servicing the financial needs of our customers. Through
our subsidiaries, we provide full-service commercial and consumer banking
services, mortgage banking services, automobile financing, recreational vehicle
and marine financing, equipment financing, investment management, trust
services, brokerage services, insurance products and services, and other
financial products and services. Our 839 full-service branches and private
client group offices are located in Ohio, Illinois, Indiana, Kentucky, Michigan,
Pennsylvania, and West Virginia. Select financial services and other activities
are also conducted in various other states. International banking services are
available through the headquarters office in Columbus, Ohio. Our foreign banking
activities, in total or with any individual country, are not significant.
This MD&A provides information we believe necessary for understanding our
financial condition, changes in financial condition, results of operations, and
cash flows. The MD&A included in our 2019 Form 10-K should be read in
conjunction with this MD&A as this discussion provides only material updates to
the 2019 Form 10-K. This MD&A should also be read in conjunction with the
Unaudited Condensed Consolidated Financial Statements, Notes to Unaudited
Condensed Consolidated Financial Statements, and other information contained in
this report.
EXECUTIVE OVERVIEW
Summary of 2020 First Quarter Results Compared to 2019 First Quarter
For the quarter, we reported net income of $48 million, or $0.03 per common
share, compared with $358 million, or $0.32 per common share, in the year-ago
quarter (see Table 1).
Fully-taxable equivalent net interest income was $796 million, down $33 million,
or 4%. This reflected a 25 basis point decrease in the FTE net interest margin
to 3.14%, partially offset by the benefit from the $2.6 billion, or 3%, increase
in average earning assets.
The provision for credit losses increased $374 million year-over-year to $441
million in the 2020 first quarter. Net charge-offs increased $46 million to $117
million. The oil and gas portfolio accounted for approximately 27% of total
commercial NCOs, while one large relationship in the coal industry accounted for
an additional 45%. Consumer NCOs were down on a year-over-year basis, consistent
with our expectations. NCOs represented an annualized 0.62% of average loans and
leases in the current quarter, up from 0.38% in the year-ago quarter.
Noninterest income was $361 million, up $42 million, or 13%, from the year ago
quarter. Mortgage banking income increased $37 million, or 176%, and capital
markets fees increased $11 million, or 50%. Partially offsetting these
increases, other noninterest income decreased $8 million, or 21%, while gain on
sale of loans and leases decreased $5 million, or 38%.
Noninterest expense was $652 million, relatively flat from the year-ago quarter.
Common Equity Tier 1 risk-based capital ratio was 9.47%, down from 9.84% a year
ago. The regulatory Tier 1 risk-based capital ratio was 10.81% compared to
11.25% at March 31, 2019. All capital ratios were impacted by year-over-year
balance sheet growth. The capital impact of the repurchase of $504 million of
common stock over the last four quarters, including $88 million repurchased
during the 2020 first quarter, and cash dividends effectively offset earnings on
a year-over-year basis.

6 Huntington Bancshares Incorporated
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Business Overview
General
Our general business objectives are:
•Consistent organic revenue and balance sheet growth.
•Invest in our businesses, particularly technology and risk management.
•Deliver positive operating leverage.
•Maintain aggregate moderate-to-low risk appetite.
•Disciplined capital management.
COVID-19
The COVID-19 pandemic has caused significant, unprecedented disruption around
the world that has affected daily living and negatively impacted the global
economy. The pandemic has resulted in temporary closures of many businesses and
the institution of social distancing and shelter in place requirements in many
states and communities, which has increased unemployment levels and caused
extreme volatility in the financial markets. While COVID-19 has negatively
impacted the economy, the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act") provides for financial stimulus and government lending programs at
unprecedented levels. The benefits of these programs, as well as any potential
additional stimulus, to effectively support businesses and consumers within the
economy are uncertain.
Huntington was able to react quickly to these changes because of the commitment
and flexibility of its workforce coupled with a well-prepared business
continuity plan. To ensure the safety of our branch colleagues, while still
meeting the needs of our customers, we have moved to use of branches with
drive-thru only with in-person meetings by appointment. For other colleagues, we
have implemented a work-from-home approach with increased communication to keep
them informed, engaged and connected. Additional benefits, such as emergency
paid time off and other programs for those whose families have been directly
impacted by the virus, have been added.
For our customers, we have established a variety of relief programs which
include loan payment deferrals, fee waivers and the suspension of foreclosure
and repossessions. In addition to these measures, we are working with our
customers to originate business loans made available through the Small Business
Administration Paycheck Protection Program, a lending program established as
part of the relief to American consumers and businesses in the CARES Act. As of
April 16, 2020, we have processed approximately 26,000 applications totaling
over $6.1 billion.
CARES Act
The CARES Act was passed by Congress and signed into law on March 27, 2020. 

The


CARES Act includes an allocation of $349 billion for loans to be issued by
financial institutions through the Small Business Administration ("SBA").  This
program is known as the Paycheck Protection Program ("PPP").  PPP loans are
forgivable, in whole or in part, if the proceeds are used for payroll and other
permitted purposes in accordance with the requirements of the PPP.  These loans
carry a fixed rate of 1.00% and a term of two years, if not forgiven, in whole
or in part.  Payments are deferred for the first six months of the loan. The
loans are 100% guaranteed by the SBA.  The SBA pays the originating bank a
processing fee ranging from 1% to 5%, based on the size of the loan.
The Paycheck Protection Program and Health Care Enhancement Act ("PPP / HCEA
Act") was passed by Congress on April 23, 2020 and signed into law on April 24,
2020.  The PPP / HCEA Act authorizes additional funding under the CARES Act of
$310 billion for PPP loans to be issued by financial institutions through the
SBA.  In addition, the FRB has implemented a liquidity facility available to
financial institutions participating in the PPP ("PPPLF").  In conjunction with
the PPP, the PPPLF will allow the Federal Reserve Banks to lend to member banks
on a non-recourse basis with PPP loans as collateral.
Additionally, the CARES Act provides for relief on existing and new SBA loans
through Small Business Debt Relief. As part of the SBA Small Business Debt
Relief, the SBA will automatically pay principal, interest and fees of certain
SBA loans for a period of six months for both existing loans and new loans
issued prior to September 27, 2020. At March 31, 2020, approximately 12,000
Huntington customers are eligible for this relief. The CARES Act also provides
for Mortgage Payment Relief and a foreclosure moratorium.

                                                             2020 1Q Form 

10-Q 7

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Federal Reserve Bank Actions
The FRB has taken a range of actions to support the flow of credit to households
and businesses. For example, on March 15, 2020, the FRB reduced the target range
for the federal funds rate to 0 to 0.25% and announced that it would increase
its holdings of U.S. Treasury securities and agency mortgage-backed securities
and begin purchasing agency commercial mortgage-backed securities. The FRB has
also encouraged depository institutions to borrow from the discount window and
has lowered the primary credit rate for such borrowing by 150 basis points while
extending the term of such loans up to 90 days. Reserve requirements have been
reduced to zero as of March 26, 2020.
The FRB has established, or has taken steps to establish, a range of facilities
and programs to support the U.S. economy and U.S. marketplace participants in
response to economic disruptions associated with COVID-19, including among
others, main street lending facilities to purchase loan participations, under
specified conditions, from banks lending to small and medium U.S. businesses.
We may participate in some or all of them, including as a lender, agent, or
intermediary on behalf of clients or customers or in an advisory capacity.
Economy
As we entered 2020, the underlying economic fundamentals in our footprint were
relatively healthy. The COVID-19 pandemic has altered those fundamentals for the
foreseeable future and we believe the economy will be challenged for some time.
DISCUSSION OF RESULTS OF OPERATIONS
This section provides a review of financial performance from a consolidated
perspective. Key Unaudited Condensed Consolidated Balance Sheet and Unaudited
Condensed Statement of Income trends are discussed. All earnings per share data
are reported on a diluted basis. For additional insight on financial
performance, please read this section in conjunction with the "  Business
Segment Discussion  ".

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Table 1 - Selected Quarterly Income Statement Data


                                                              Three Months 

Ended


                                  March 31,      December 31,     September 30,      June 30,      March 31,
(amounts in millions, except per
share data)                          2020            2019             2019             2019           2019
Interest income                  $      975     $      1,011     $       1,052     $    1,068     $    1,070
Interest expense                        185              231               253            256            248
Net interest income                     790              780               799            812            822
Provision for credit losses             441               79                82             59             67
Net interest income after
provision for credit losses             349              701               717            753            755
Service charges on deposit
accounts                                 87               95                98             92             87
Card and payment processing
income                                   58               64                64             63             56
Trust and investment management
services                                 47               47                44             43             44
Mortgage banking income                  58               58                54             34             21
Capital markets fees                     33               31                36             34             22
Insurance income                         23               24                20             23             21
Bank owned life insurance income         16               17                18             15             16
Gain on sale of loans and leases          8               16                13             13             13
Net (losses) gains on sales of
securities                                -              (22 )               -             (2 )            -
Other noninterest income                 31               42                42             59             39
Total noninterest income                361              372               389            374            319
Personnel costs                         395              426               406            428            394
Outside data processing and
other services                           85               89                87             89             81
Equipment                                41               42                41             40             40
Net occupancy                            40               41                38             38             42
Professional services                    11               14                16             12             12
Amortization of intangibles              11               12                12             12             13
Marketing                                 9                9                10             11              7
Deposit and other insurance
expense                                   9               10                 8              8              8
Other noninterest expense                51               58                49             62             56
Total noninterest expense               652              701               667            700            653
Income before income taxes               58              372               439            427            421
Provision for income taxes               10               55                67             63             63
Net income                               48              317               372            364            358
Dividends on preferred shares            18               19                18             18             19
Net income applicable to common
shares                           $       30     $        298     $         354     $      346     $      339

Average common shares-basic           1,018            1,029             1,035          1,045          1,047
Average common shares-diluted         1,035            1,047             1,051          1,060          1,066
Net income per common
share-basic                      $     0.03     $       0.29     $        0.34     $     0.33     $     0.32
Net income per common
share-diluted                          0.03             0.28              0.34           0.33           0.32
Return on average total assets         0.17 %           1.15 %            1.37 %         1.36 %         1.35 %
Return on average common
shareholders' equity                    1.1             11.1              13.4           13.5           13.8
Return on average tangible              1.8             14.3              17.3           17.7           18.3
common shareholders' equity (1)
Net interest margin (2)                3.14             3.12              3.20           3.31           3.39
Efficiency ratio (3)                   55.4             58.4              54.7           57.6           55.8
Effective tax rate                     17.0             14.8              15.4           14.6           15.0
Revenue-FTE
Net interest income              $      790     $        780     $         799     $      812     $      822
FTE adjustment                            6                6                 6              7              7
Net interest income (2)                 796              786               805            819            829
Noninterest income                      361              372               389            374            319
Total revenue (2)                $    1,157     $      1,158     $       1,194     $    1,193     $    1,148

(1) Net income excluding expense for amortization of intangibles for the period

divided by average tangible common shareholders' equity. Average tangible

common shareholders' equity equals average total common shareholders' equity

less average intangible assets and goodwill. Expense for amortization of

intangibles and average intangible assets are net of deferred tax liability,

and calculated assuming a 21% tax rate.

(2) On an FTE basis assuming a 21% tax rate.

(3) Noninterest expense less amortization of intangibles and goodwill impairment


    divided by the sum of FTE net interest income and noninterest income
    excluding securities gains.



                                                             2020 1Q Form 10-Q 9

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Net Interest Income / Average Balance Sheet
The following tables detail the change in our average balance sheet and the net
interest margin:
Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis
                                                            Average Balances
                                                           Three Months Ended                                       Change
                               March 31,     December 31,      September

30, June 30, March 31, 1Q20 vs. 1Q19 (dollar amounts in millions) 2020

            2019               2019            2019          2019        Amount     Percent
Assets:
Interest-bearing deposits in
Federal Reserve Bank          $     680     $         672     $          514     $     518     $     501     $   179        36  %
Interest-bearing deposits in
banks                               150               176                149           135           109          41        38
Securities:
Trading account securities           95               109                137           161           138         (43 )     (31 )
Available-for-sale
securities:
Taxable                          11,671            11,221             11,096        10,501        10,752         919         9
Tax-exempt                        2,753             2,791              2,820         2,970         3,048        (295 )     (10 )
Total available-for-sale
securities                       14,424            14,012             13,916        13,471        13,800         624         5
Held-to-maturity
securities-taxable                9,428             8,592              8,566         8,771         8,653         775         9
Other securities                    445               448                437           466           536         (91 )     (17 )
Total securities                 24,392            23,161             23,056        22,869        23,127       1,265         5
Loans held for sale                 865               950                877           734           700         165        24
Loans and leases: (3)
Commercial:
Commercial and industrial        30,849            30,373             30,632        30,644        30,546         303         1
Commercial real estate:
Construction                      1,165             1,181              1,165         1,168         1,174          (9 )      (1 )
Commercial                        5,566             5,625              5,762         5,732         5,686        (120 )      (2 )
Commercial real estate            6,731             6,806              6,927         6,900         6,860        (129 )      (2 )
Total commercial                 37,580            37,179             37,559        37,544        37,406         174         -
Consumer:
Automobile                       12,924            12,607             12,181        12,219        12,361         563         5
Home equity                       9,026             9,192              9,353         9,482         9,641        (615 )      (6 )
Residential mortgage             11,391            11,330             11,214        11,010        10,787         604         6
RV and marine                     3,590             3,564              3,528         3,413         3,296         294         9
Other consumer                    1,185             1,231              1,261         1,264         1,284         (99 )      (8 )
Total consumer                   38,116            37,924             37,537        37,388        37,369         747         2
Total loans and leases           75,696            75,103             75,096        74,932        74,775         921         1
Allowance for loan and lease
losses                           (1,239 )            (787 )             (799 )        (778 )        (780 )      (459 )     (59 )
Net loans and leases             74,457            74,316             74,297        74,154        73,995         462         1
Total earning assets            101,783           100,062             99,692        99,188        99,212       2,571         3
Cash and due from banks             914               864                817           835           853          61         7
Intangible assets                 2,217             2,228              2,240         2,252         2,265         (48 )      (2 )
All other assets                  6,472             6,346              6,216         5,982         5,961         511         9
Total assets                  $ 110,147     $     108,713     $      108,166     $ 107,479     $ 107,511     $ 2,636         2  %
Liabilities and Shareholders'
Equity:
Interest-bearing deposits:
Demand
deposits-interest-bearing     $  21,202     $      20,140

19,796 $ 19,693 $ 19,770 $ 1,432 7 % Money market deposits

            24,697            24,560             

24,266 23,305 22,935 1,762 8 Savings and other domestic deposits

                          9,632             9,552              

9,681 10,105 10,338 (706 ) (7 ) Core certificates of deposit (4)

                               3,943             4,795              5,666         5,860         6,052      (2,109 )     (35 )
Other domestic time deposits
of $250,000 or more                 321               313                315           310           335         (14 )      (4 )
Brokered deposits and
negotiable CDs                    2,884             2,589              2,599         2,685         3,404        (520 )     (15 )
Total interest-bearing
deposits                         62,679            61,949             62,323        61,958        62,834        (155 )       -
Short-term borrowings             3,383             1,965              2,331         3,166         2,320       1,063        46
Long-term debt                   10,076             9,886              9,536         8,914         8,979       1,097        12
Total interest-bearing
liabilities                      76,138            73,800            

74,190 74,038 74,133 2,005 3 Demand deposits-noninterest-bearing 20,054

            20,643             19,926        19,760        19,938         116         1
All other liabilities             2,319             2,386              2,336         2,206         2,284          35         2
Shareholders' equity             11,636            11,884             11,714        11,475        11,156         480         4
Total liabilities and
shareholders' equity          $ 110,147     $     108,713     $      108,166     $ 107,479     $ 107,511     $ 2,636         2  %



10 Huntington Bancshares Incorporated
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Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued)

                                                         Average Yield Rates (2)
                                                           Three Months Ended
                                  March 31,    December 31,     September 30,     June 30,    March 31,
Fully-taxable equivalent basis
(1)                                 2020           2019             2019            2019         2019
Assets:
Interest-bearing deposits in
Federal Reserve Bank                 1.08 %          1.66 %           2.19 %         2.38 %       2.40 %
Interest-bearing deposits in
banks                                1.52            1.81             2.38           2.08         1.75
Securities:
Trading account securities           3.21            2.45             2.36           1.92         2.03
Available-for-sale securities:
Taxable                              2.62            2.63             2.67           2.73         2.82
Tax-exempt                           3.30            3.43             3.63           3.66         3.69
Total available-for-sale
securities                           2.75            2.79             2.87           2.94         3.01
Held-to-maturity
securities-taxable                   2.50            2.50             2.51           2.54         2.52
Other securities                     2.07            2.57             3.15           3.44         4.51
Total securities                     2.64            2.68             2.74           2.79         2.86
Loans held for sale                  3.39            3.40             3.69           4.00         4.07
Loans and leases: (3)
Commercial:
Commercial and industrial            4.12            4.31             4.57           4.82         4.91
Commercial real estate:
Construction                         4.75            5.07             5.50           5.59         5.58
Commercial                           4.00            4.36             4.67           4.88         5.00
Commercial real estate               4.13            4.48             4.81           5.00         5.10
Total commercial                     4.12            4.34             4.61           4.85         4.94
Consumer:
Automobile                           4.05            4.15             4.09           4.02         3.95
Home equity                          4.75            5.03             5.38           5.56         5.61
Residential mortgage                 3.70            3.73             3.80           3.84         3.86
RV and marine                        4.91            4.96             4.96           4.94         4.96
Other consumer                      12.39           12.71            13.34          13.29        13.07
Total consumer                       4.45            4.59             4.72           4.76         4.75
Total loans and leases               4.29            4.47             4.67           4.80         4.85
Total earning assets                 3.88            4.03             4.21           4.35         4.40
Liabilities:
Interest-bearing deposits:
Demand deposits-interest-bearing     0.43            0.63             0.57           0.58         0.56
Money market deposits                0.81            0.99             1.20           1.15         1.04
Savings and other domestic
deposits                             0.17            0.20             0.22           0.23         0.23
Core certificates of deposit (4)     1.91            2.09             2.17           2.15         2.11
Other domestic time deposits of
$250,000 or more                     1.56            1.70             1.85           1.92         1.82
Brokered deposits and negotiable
CDs                                  1.22            1.67             2.21           2.39         2.38
Total interest-bearing deposits      0.68            0.87             0.98           0.97         0.94
Short-term borrowings                1.46            1.66             2.28           2.41         2.41
Long-term debt                       2.70            3.50             3.59           3.91         3.98
Total interest-bearing
liabilities                          0.98            1.24             1.36           1.39         1.35

Net interest rate spread             2.90            2.79             2.85           2.96         3.05
Impact of noninterest-bearing
funds on margin                      0.24            0.33             0.35           0.35         0.34
Net interest margin                  3.14 %          3.12 %           3.20 %         3.31 %       3.39 %


(1) FTE yields are calculated assuming a 21% tax rate.

(2) Loan and lease and deposit average yield rates include impact of applicable derivatives, non-deferrable fees, and amortized fees. (3) For purposes of this analysis, NALs are reflected in the average balances of

loans.

(4) Includes consumer certificates of deposit of $250,000 or more.






                                                            2020 1Q Form 10-Q 11

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2020 First Quarter versus 2019 First Quarter
FTE net interest income for the 2020 first quarter decreased $33 million, or 4%,
from the 2019 first quarter. This reflected a 25 basis point decrease in the NIM
to 3.14%, partially offset by the benefit from the $2.6 billion, or 3%, increase
in average earning assets. The NIM compression reflected a 52 basis point
year-over-year decrease in average earning asset yields and a 10 basis point
decrease in the benefit from noninterest-bearing funds, partially offset by a 37
basis point decrease in average interest-bearing liability costs. The decrease
in earning asset yields was primarily driven by the impact of lower interest
rates in the quarter on commercial and home equity loan yields. The decrease in
average interest-bearing liability costs primarily reflects lower
interest-bearing deposit costs (down 26 basis points) and lower long-term debt
costs (down 128 basis points), both reflecting the impact of lower interest
rates.
Average earning assets for the 2020 first quarter increased $2.6 billion, or 3%,
from the year-ago quarter, primarily reflecting a $1.3 billion, or 5%, increase
in average total securities and a $0.9 billion, or 1%, increase in average total
loans and leases. The increase in average total securities primarily reflected
portfolio growth and the mark-to-market of the available-for-sale portfolio.
Average residential mortgage loans increased $0.6 billion, or 6%, reflecting
robust portfolio mortgage production over the past four quarters. Average
automobile loans increased $0.6 billion, or 5%, driven by strong production over
the past two quarters. Partially offsetting these increases, average home equity
loans and lines of credit decreased $0.6 billion, or 6%, reflecting a shift in
consumer preferences.
Average total interest-bearing liabilities for the 2020 first quarter increased
$2.0 billion, or 3%, from the year-ago quarter. Average total debt increased
$2.2 billion, or 19%, to fund the increase in the size of our securities
portfolio as part of our interest rate hedging strategy. Average total deposits
remained flat, while average total core deposits increased $0.5 billion, or 1%.
Average money market deposits increased $1.8 billion, or 8%, reflecting growth
driven by promotional pricing and a continued shift in consumer product mix.
Average total demand deposits increased $1.5 billion, or 4%, primarily driven by
commercial interest-bearing demand deposit growth. Partially offsetting these
increases, average core CDs decreased $2.1 billion, or 35%, reflecting the
maturity of the balances related to the 2018 consumer deposit growth
initiatives. Savings and other domestic deposits decreased $0.7 billion, or 7%,
primarily reflecting a continued shift in consumer product mix. Average brokered
deposits and negotiable CDs decreased $0.5 billion, or 15%, reflecting the
maturity of brokered CDs in the 2019 first quarter.
2020 First Quarter versus 2019 Fourth Quarter
Compared to the 2019 fourth quarter, FTE net interest income increased $10
million, or 1%, reflecting NIM expansion of 2 basis points and a 2% increase in
average earning assets. The NIM expansion reflected a 26 basis point decrease in
average interest-bearing liability costs partially offset by a 15 basis point
decrease in average earning asset yields and a 9 basis point decrease in the
benefit from noninterest-bearing funds. The decrease in average interest-bearing
liability costs primarily reflects lower interest-bearing deposit costs (down 19
basis points) and lower long-term debt costs (down 80 basis points), both
reflecting the impact of lower interest rates. Long-term debt costs in the 2020
first quarter also benefited from approximately $10 million (or 40 basis points)
of derivative ineffectiveness. The decrease in earning asset yields was
primarily driven by the impact of lower interest rates in the quarter on
commercial and home equity loan yields.
Compared to the 2019 fourth quarter, average earning assets increased $1.7
billion, or 2%, primarily reflecting a $1.2 billion, or 5%, increase in average
total securities and a $0.6 billion, or 1%, increase in average total loans and
leases. The increase in average total securities primarily reflected portfolio
growth. Average C&I loans increased $0.5 billion, or 2%, reflecting growth in
corporate banking, asset finance, and dealer floorplan.
Average total interest-bearing liabilities increased $2.3 billion, or 3%.
Average total debt increased $1.6 billion, or 14%, to fund the increase in the
size of our securities portfolio as part of our interest rate hedging strategy.
Average total demand deposits increased $0.5 billion, or 1%, primarily driven by
commercial interest-bearing demand deposit growth. Average core CDs decreased
$0.9 billion, or 18%, reflecting the maturity of balances related to the 2018
consumer deposit growth initiatives.

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While not materially impacting average balances for 2020 first quarter,
period-end loans increased $2.6 billion, or 3%, compared with year-end. This
increase was driven by a $2.3 billion, or 7%, increase in commercial loans,
primarily reflecting draws on commercial lines of credit in late March.
Additionally, period-end deposits increased $4.5 billion, or 5%, compared to
2019 year-end. The increase was driven by a $3.3 billion, or 8% increase in
demand deposits, primarily reflecting commercial deposit inflows in late March
and seasonal government banking deposit inflows, and a $1.3 billion, or 51%,
increase in brokered deposits.
Provision for Credit Losses
(This section should be read in conjunction with the "  Credit Risk  " section.)
The provision for credit losses is the expense necessary to maintain the ALLL
and the AULC at levels appropriate to absorb our estimate of credit losses
expected over the life of the loan and lease portfolio and the portfolio of
unfunded loan commitments and letters of credit.
The provision for credit losses for the 2020 first quarter was $441 million,
which increased $374 million, or 558%, compared to the first quarter 2019. The
increase from the 2019 first quarter provision for credit losses is attributed
to the deteriorating economic outlook resulting from the COVID-19 pandemic, the
increase in commercial charge-offs, and downgrades within the oil and gas
portfolio.
Noninterest Income
The following table reflects noninterest income for each of the periods
presented:
Table 3 - Noninterest Income
                                           Three Months Ended               

1Q20 vs. 1Q19 1Q20 vs. 4Q19


                               March 31,       December 31,      March 31,            Change                 Change
(dollar amounts in millions)      2020             2019            2019         Amount     Percent     Amount     Percent
Service charges on deposit
accounts                     $       87       $         95     $        87     $    -          -  %   $    (8 )      (8 )%
Card and payment processing
income                               58                 64              56          2          4           (6 )      (9 )
Trust and investment
management services                  47                 47              44          3          7            -         -
Mortgage banking income              58                 58              21         37        176            -         -
Capital markets fees                 33                 31              22         11         50            2         6
Insurance income                     23                 24              21          2         10           (1 )      (4 )
Bank owned life insurance
income                               16                 17              16          -          -           (1 )      (6 )
Gain on sale of loans and
leases                                8                 16              13         (5 )      (38 )         (8 )     (50 )
Net (losses) gains on sales
of securities                         -                (22 )             -          -          -           22       100
Other noninterest income             31                 42              39         (8 )      (21 )        (11 )     (26 )
Total noninterest income     $      361       $        372     $       319     $   42         13  %   $   (11 )      (3 )%


2020 First Quarter versus 2019 First Quarter
Total noninterest income for the 2020 first quarter increased $42 million, or
13%, from the year-ago quarter. Mortgage banking income increased $37 million,
or 176%, primarily reflecting an 86% increase in salable mortgage originations,
higher secondary marketing spreads, and a $7 million increase in income from net
MSR risk management. Capital markets fees increased $11 million, or 50%, driven
by an increase in interest rate derivatives activity and $6 million of
unfavorable commodities derivatives mark-to-market adjustments in the year-ago
quarter. Other noninterest income decreased $8 million, or 21%, primarily due to
lower fixed income brokerage income and negative mark-to-market changes on
mutual funds and derivative liabilities, thus partially offsetting the
aforementioned increases. Gain on sale of loans and leases decreased $5 million,
or 38%, primarily due to lower SBA loan sales.

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2020 First Quarter versus 2019 Fourth Quarter
Compared to the 2019 fourth quarter, total noninterest income decreased $11
million, or 3%. Other noninterest income decreased $11 million, or 26%,
primarily as a result of negative mark-to-market on mutual funds and derivative
liabilities as well as lower income on terminated leases. Service charges on
deposit accounts decreased $8 million, or 8%, primarily reflecting seasonality.
Gain on sale of loans and leases decreased $8 million, or 50%, primarily due to
seasonality of SBA loan sales and lower technology lease sales. Cards and
payment processing income decreased $6 million, or 9%, primarily reflecting
seasonality and lower card usage late in the 2020 first quarter. Partially
offsetting these decreases, net gains on sale of securities were less than $1
million in the 2020 first quarter compared to $22 million of net losses in the
prior quarter related to the $2 billion portfolio repositioning completed in the
2019 fourth quarter.
Noninterest Expense
The following table reflects noninterest expense for each of the periods
presented:
Table 4 - Noninterest Expense
                                             Three Months Ended             

1Q20 vs. 1Q19 1Q20 vs. 4Q19


                                March 31,        December 31,       March 31,            Change                 Change
(dollar amounts in millions)       2020              2019             2019         Amount     Percent     Amount     Percent
Personnel costs              $       395        $         426     $       394     $    1          -  %   $   (31 )      (7 )%
Outside data processing and
other services                        85                   89              81          4          5           (4 )      (4 )
Equipment                             41                   42              40          1          3           (1 )      (2 )
Net occupancy                         40                   41              42         (2 )       (5 )         (1 )      (2 )
Professional services                 11                   14              12         (1 )       (8 )         (3 )     (21 )
Amortization of intangibles           11                   12              13         (2 )      (15 )         (1 )      (8 )
Marketing                              9                    9               7          2         29            -         -
Deposit and other insurance
expense                                9                   10               8          1         13           (1 )     (10 )
Other noninterest expense             51                   58              56         (5 )       (9 )         (7 )     (12 )
Total noninterest expense    $       652        $         701     $       653     $   (1 )        -  %   $   (49 )      (7 )%
Number of employees (average
full-time equivalent)             15,386               15,495          

15,738 (352 ) (2 )% (109 ) (1 )%




2020 First Quarter versus 2019 First Quarter
Total noninterest expense for the 2020 first quarter decreased $1 million, or
less than 1%, from the year-ago quarter.
2020 First Quarter versus 2019 Fourth Quarter
Total noninterest expense decreased $49 million, or 7%, from the 2019 fourth
quarter. Personnel costs decreased $31 million, or 7%, primarily reflecting the
$15 million of expense related to position reductions completed in the 2019
fourth quarter as well as lower incentive compensation and medical expenses.
Other noninterest expense decreased $7 million, or 12%, primarily as a result of
a $4 million final true-up in the 2019 fourth quarter of the earn out related to
the Hutchinson, Shockey, Erley & Co. acquisition and reduced travel and business
development expense.
Provision for Income Taxes
The provision for income taxes in the 2020 first quarter was $10 million. This
compared with a provision for income taxes of $63 million in the 2019 first
quarter and $55 million in the 2019 fourth quarter. All periods included the
benefits from tax-exempt income, tax-advantaged investments, general business
credits, investments in qualified affordable housing projects, and capital
losses. The effective tax rates for the 2020 first quarter, 2019 first quarter,
and 2019 fourth quarter were 17.0%, 15.0%, and 14.8%, respectively. The variance
between the 2020 first quarter compared to the 2019 first quarter and the 2019
fourth quarter provision for income taxes and effective tax rates relates
primarily to lower pre-tax income and the impact of stock-based compensation.
The net federal deferred tax liability was $236 million and the net state
deferred tax asset was $35 million at March 31, 2020.

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We file income tax returns with the IRS and various state and city
jurisdictions. Federal income tax audits have been completed for tax years
through 2009. Certain proposed adjustments resulting from the IRS examination of
our 2010 through 2011 tax returns have been settled, subject to final approval
by the Joint Committee on Taxation of the U.S. Congress. While the statute of
limitations remains open for tax years 2012 through 2018, the IRS has advised
that tax years 2012 through 2014 will not be audited and is currently examining
the federal income tax returns for 2015 through 2017. Various state and other
jurisdictions remain open to examination, including Ohio, Kentucky, Indiana,
Michigan, Pennsylvania, West Virginia, and Illinois.
RISK MANAGEMENT AND CAPITAL
We use a multi-faceted approach to risk governance. It begins with the Board of
Directors defining our risk appetite as aggregate moderate-to-low. Risk
awareness, identification and assessment, reporting, and active management are
key elements in overall risk management. Controls include, among others,
effective segregation of duties, access, authorization and reconciliation
procedures, as well as staff education and a disciplined assessment process.
We believe that our primary risk exposures are credit, market, liquidity,
operational and compliance. More information on risk can be found in the Risk
Factors section included in Item 1A of our 2019 Form 10-K and subsequent filings
with the SEC. The MD&A included in our 2019 Form 10-K should be read in
conjunction with this MD&A as this discussion provides only material updates to
the Form 10-K. This MD&A should also be read in conjunction with the   Unaudited
Condensed Consolidated Financial Statements  ,   Notes to Unaudited Condensed
Consolidated Financial Statements  , and other information contained in this
report. Our definition, philosophy, and approach to risk management have not
materially changed from the discussion presented in the 2019 Form 10-K.
Credit Risk
Credit risk is the risk of financial loss if a counterparty is not able to meet
the agreed upon terms of the financial obligation. The majority of our credit
risk is associated with lending activities, as the acceptance and management of
credit risk is central to profitable lending. We also have credit risk
associated with our investment securities portfolios (see Note 3 "  Investment
Securities and Other Securities  " of the Notes to the Unaudited Condensed
Consolidated Financial Statements). We engage with other financial
counterparties for a variety of purposes including investing, asset and
liability management, mortgage banking, and trading activities. A variety of
derivative financial instruments, principally interest rate swaps, caps, floors,
and collars, are used in asset and liability management activities to protect
against the risk of adverse price or interest rate movements. Huntington also
uses derivatives, principally loan sale commitments, in hedging its mortgage
loan interest rate lock commitments and its mortgage loans held for sale. While
there is credit risk associated with derivative activity, we believe this
exposure is minimal.
We continue to focus on the identification, monitoring, and management of all
aspects of our credit risk. In addition to the traditional credit risk
mitigation strategies of credit policies and processes, market risk management
activities, and portfolio diversification, we use quantitative measurement
capabilities utilizing external data sources, enhanced modeling technology, and
internal stress testing processes. Our continued expansion of portfolio
management resources demonstrates our commitment to maintaining an aggregate
moderate-to-low risk profile. In our efforts to continue to identify risk
mitigation techniques, we have focused on product design features, origination
policies, and solutions for delinquent or stressed borrowers.
Currently, we are in the process of assessing the impact of COVID-19 on our loan
portfolio, as we would with any natural disaster or significant economic
decline.  Huntington responded to our customers immediately with offers of
payment deferrals, suspended repossessions and foreclosures, and eliminating
late fees.  We believe that these decisions are an appropriate response to the
widespread impact to the economic conditions across both commercial and consumer
borrowers.  The longer term impact of our response is dependent upon a
significant number of variables, including the duration of the shelter in place
orders, definition of essential businesses, and economy re-opening strategies
implemented by the various federal, state, and local governments.  Increased
unemployment and decreased consumer confidence will lead to an increased risk of
delinquencies, defaults, and foreclosures in our consumer portfolio. Increased
credit deterioration will lead to elevated default rates in our COVID-19 highly
impacted industries. The economic decline was rapidly evolving at the end of the
quarter and

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while we can expect to see a negative impact in upcoming quarters, it is too
early to quantify the impact. Huntington will comply with all aspects of the
CARES Act, will continue to provide PPP loans as the funding is available, and
will work with customers that request assistance or have been negatively
impacted.
Loan and Lease Credit Exposure Mix
Refer to the "Loan and Lease Credit Exposure Mix" section of our 2019 Form 10-K
for a brief description of each portfolio segment.
The table below provides the composition of our total loan and lease portfolio:
Table 5 - Loan and Lease Portfolio Composition

(dollar amounts in       March 31,           December 31,         September 30,           June 30,            March 31,
millions)                   2020                 2019                 2019                  2019                 2019
Commercial:
Commercial and
industrial           $ 32,959      42 %   $ 30,664      41 %   $  30,394      41 %   $ 30,608      41 %   $ 30,972      41 %
Commercial real
estate:
Construction            1,180       2        1,123       1         1,157       2        1,146       1        1,152       2
Commercial              5,793       7        5,551       7         5,698       8        5,742       8        5,643       8
Commercial real
estate                  6,973       9        6,674       8         6,855      10        6,888       9        6,795      10
Total commercial       39,932      51       37,338      49        37,249      51       37,496      50       37,767      51
Consumer:
Automobile             12,907      17       12,797      17        12,292      15       12,173      16       12,272      16
Home equity             9,010      11        9,093      12         9,300      12        9,419      12        9,551      13
Residential mortgage   11,398      15       11,376      15        11,247      15       11,182      15       10,885      14
RV and marine           3,643       5        3,563       5         3,553       5        3,492       5        3,344       4
Other consumer          1,145       1        1,237       2         1,251       2        1,271       2        1,260       2
Total consumer         38,103      49       38,066      51        37,643      49       37,537      50       37,312      49
Total loans and
leases               $ 78,035     100 %   $ 75,404     100 %   $  74,892

100 % $ 75,033 100 % $ 75,079 100 %




Our loan portfolio is composed of a managed mix of consumer and commercial
credits. At the corporate level, we manage the overall credit exposure and
portfolio composition via a credit concentration policy. The policy designates
specific loan types, collateral types, and loan structures to be formally
tracked and assigned maximum exposure limits as a percentage of capital. C&I
lending by NAICS categories, specific limits for CRE project types, loans
secured by residential real estate, large dollar exposures, and designated high
risk loan definitions represent examples of specifically tracked components of
our concentration management process. There are no identified concentrations
that exceed the assigned exposure limit. Our concentration management policy is
approved by the ROC of the Board of Directors and is one of the strategies used
to ensure a high quality, well diversified portfolio that is consistent with our
overall objective of maintaining an aggregate moderate-to-low risk profile.
Changes to existing concentration limits, incorporating specific information
relating to the potential impact on the overall portfolio composition and
performance metrics, require the approval of the ROC prior to implementation.
Commercial Credit
Refer to the "Commercial Credit" section of our 2019 Form 10-K for our
commercial credit underwriting and on-going credit management processes.
Consumer Credit
Refer to the "Consumer Credit" section of our 2019 Form 10-K for our consumer
credit underwriting and on-going credit management processes.

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The table below provides our total loan and lease portfolio segregated by
industry type. The changes in the industry composition from December 31, 2019
are consistent with the portfolio growth metrics.
Table 6 - Loan and Lease Portfolio by Industry Type

(dollar amounts in             March 31,           December 31,         September 30,           June 30,            March 31,
millions)                         2020                 2019                 2019                  2019                 2019
Commercial loans and
leases:
Real estate and rental and
leasing                    $  6,991       9 %   $  6,662       9 %   $   6,826       9 %   $  6,983       9 %   $  6,955       9 %
Retail trade (1)              5,886       8        5,239       7         5,031       7        5,161       7        5,266       7
Manufacturing                 5,846       7        5,248       7        

5,141 7 5,329 7 5,338 7 Finance and insurance 3,670 5 3,307 4 3,308 4 3,473 5 3,457 5 Health care and social assistance

                    2,815       4        2,498       3         

2,604 3 2,497 3 2,575 3 Wholesale trade

               2,555       3        2,437       3         

2,449 3 2,604 3 2,725 4 Accommodation and food services

                      2,081       3        2,072       3         

2,008 3 1,868 2 1,782 2 Mining, quarrying, and oil and gas extraction

            1,162       1        1,304       2         1,375       2        1,310       2        1,306       2
Professional, scientific,
and technical services        1,615       2        1,360       2         1,242       2        1,336       2        1,401       2
Other services                1,358       2        1,310       2         1,347       2        1,360       2        1,243       2
Transportation and
warehousing                   1,211       2        1,207       2         1,324       2        1,240       2        1,323       2
Construction                    962       1          900       1           973       1          892       1          973       1
Information                     728       1          649       1           619       1          527       1          522       1
Arts, entertainment, and
recreation                      694       1          690       1           654       1          617       1          585       1
Admin./Support/Waste Mgmt.
and Remediation Services        693       1          731       1           687       1          681       1          690       1
Utilities                       629       1          546       1           419       1          445       1          428       1
Educational services            465       -          463       -           467       1          481       1          478       1
Public administration           259       -          261       -           254       -          247       -          249       -
Agriculture, forestry,
fishing and hunting             141       -          154       -           172       -          174       -          171       -
Management of companies
and enterprises                 104       -          105       -           112       -          103       -          113       -
Unclassified/Other               67       -          195       -           237       1          168       -          187       -
Total commercial loans and
leases by industry
category                     39,932      51       37,338      49        37,249      51       37,496      50       37,767      51
Automobile                   12,907      17       12,797      17        12,292      15       12,173      16       12,272      16
Home equity                   9,010      11        9,093      12        

9,300 12 9,419 12 9,551 13 Residential mortgage 11,398 15 11,376 15 11,247 15 11,182 15 10,885 14 RV and marine

                 3,643       5        3,563       5         

3,553 5 3,492 5 3,344 4 Other consumer loans 1,145 1 1,237 2 1,251 2 1,271 2 1,260 2 Total loans and leases $ 78,035 100 % $ 75,404 100 % $ 74,892 100 % $ 75,033 100 % $ 75,079 100 %

(1) Amounts include $4.0 billion, $3.7 billion, $3.5 billion, $3.6 billion and

$3.6 billion of auto dealer services loans at March 31, 2020, December 31,

2019, September 30, 2019, June 30, 2019 and March 31, 2019, respectively.




Credit Quality
(This section should be read in conjunction with Note 4 "  Loans / Leases  " and
Note 5 "  Allowance for Credit Losses  " of the Notes to Unaudited Condensed
Consolidated Financial Statements.)
We believe the most meaningful way to assess overall credit quality performance
is through an analysis of specific performance ratios. This approach forms the
basis of the discussion in the sections immediately following: NPAs, NALs, TDRs,
ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and
migration patterns, product segmentation, and origination trends in the analysis
of our credit quality performance.

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Credit quality performance in the 2020 first quarter reflected total NCOs as a
percent of average loans, annualized, of 0.62%, an increase from 0.39% in the
prior quarter. Total NCOs were $117 million, an increase of $44 million from the
prior quarter. The increase was centered within the oil and gas portfolio and a
$38 million coal-related commercial credit. Consumer NCOs have remained
consistent with the prior quarter. NPAs increased from the prior quarter by $88
million, driven predominately by additions from the oil and gas portfolio. NPAs
to total loans and leases increased to 0.75%.
NPAs, NALs, AND TDRs
(This section should be read in conjunction with Note 4 "  Loans / Leases  " and
Note 5 "  Allowance for Credit Losses  " of the Notes to Unaudited Condensed
Consolidated Financial Statements and "Credit Quality" section of our 2019 Form
10-K.)
NPAs and NALs
Commercial loans are placed on nonaccrual status at 90-days past due, or earlier
if repayment of principal and interest is in doubt. Of the $426 million of
commercial related NALs at March 31, 2020, $329 million, or 77%, represented
loans that were less than 30-days past due, demonstrating our continued
commitment to proactive credit risk management. With the exception of
residential mortgage loans guaranteed by government organizations which continue
to accrue interest, first lien loans secured by residential mortgage collateral
are placed on nonaccrual status at 150-days past due. Junior-lien home equity
loans are placed on nonaccrual status at the earlier of 120-days past due or
when the related first-lien loan has been identified as nonaccrual. Automobile,
RV and marine, and other consumer loans are generally fully charged-off at
120-days past due.
When loans are placed on nonaccrual, accrued interest income is reversed with
current year accruals charged to interest income and prior year amounts
generally charged-off as a credit loss. When, in our judgment, the borrower's
ability to make required interest and principal payments has resumed and
collectability is no longer in doubt, the loan or lease could be returned to
accrual status.
The following table reflects period-end NALs and NPAs detail for each of the
last five quarters:
Table 7 - Nonaccrual Loans and Leases and Nonperforming Assets

(dollar amounts in            March 31,      December 31,     September 30,       June 30,        March 31,
millions)                       2020             2019              2019             2019            2019
Nonaccrual loans and leases
(NALs):
Commercial and industrial   $       396     $        323     $        291
    $       281     $       271
Commercial real estate               30               10               12                17               9
Automobile                            6                4                5                 4               4
Home equity                          58               59               60                60              64
Residential mortgage                 66               71               69                62              68
RV and marine                         2                1                1                 1               1
Other consumer                        -                -                -                 -               -
Total nonaccrual loans and
leases                              558              468              438               425             417
Other real estate, net:
Residential                           8                9               10                10              14
Commercial                            2                2                2                 4               4
Total other real estate,
net                                  10               11               12                14              18
Other NPAs (1)                       18               19               32                21              26

Total nonperforming assets $ 586 $ 498 $ 482

$ 460 $ 461



Nonaccrual loans and leases
as a % of total loans and
leases                             0.72 %           0.62 %           0.58 %            0.57 %          0.56 %
NPA ratio (2)                      0.75             0.66             0.64              0.61            0.61


(1) Other nonperforming assets include certain impaired investment securities

and/or nonaccrual loans held-for-sale.

(2) Nonperforming assets divided by the sum of loans and leases, other real

estate owned, and other NPAs.





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2020 First Quarter versus 2019 Fourth Quarter.
Total NPAs increased by $88 million, or 18%, compared with December 31, 2019,
driven by $242 million new NPAs in the C&I portfolio, including a $139 million
increase related to oil and gas. This increase was partially offset by
charge-offs and payments in the C&I portfolio.
TDR Loans
(This section should be read in conjunction with Note 4 "  Loans / Leases  " of
the Notes to Unaudited Condensed Consolidated Financial Statements and TDR Loans
section of our 2019 Form 10-K.)
On March 22, 2020, the federal bank regulatory agencies issued an "Interagency
Statement on Loan Modifications and Reporting for Financial Institutions Working
with Customers Affected by the Coronavirus."  This guidance encourages financial
institutions to work prudently with borrowers that may be unable to meet their
contractual obligations because of the effects of COVID-19.  The guidance goes
on to explain that, in consultation with the FASB staff, the federal bank
regulatory agencies concluded that short-term modifications (e.g. six months)
made on a good faith basis to borrowers who were current as of the
implementation date of a relief program are not TDRs.  Section 4013 of the CARES
Act also addresses COVID-19 related modifications and specifies that COVID-19
related modifications on loans that were current as of December 31, 2019 are not
TDRs.
Over the past five quarters, over 79% of the total TDR balance remains accruing
as borrowers continue to make their monthly payments, resulting in no identified
credit losses. As of March 31, 2020, over 80% of the $446 million of accruing
TDRs secured by residential real estate (residential mortgage and home equity in
Table 8) are current on their required payments, with over 61% of the accruing
pool having had no delinquency in the past 12 months. There is limited migration
from the accruing to non-accruing components, and virtually all of the
charge-offs come from the non-accruing TDR balances.
The table below presents our accruing and nonaccruing TDRs at period-end for
each of the past five quarters:
Table 8 - Accruing and Nonaccruing Troubled Debt Restructured Loans

(dollar amounts in            March 31,       December 31,       September 30,       June 30,        March 31,
millions)                        2020             2019               2019              2019            2019
TDRs-accruing:
Commercial and industrial   $        219     $         213     $           225     $       245     $       270
Commercial real estate                37                37                  40              48              60
Automobile                            42                40                  39              37              37
Home equity                          219               226                 233             241             247
Residential mortgage                 227               223                 221             221             219
RV and marine                          3                 3                   3               2               2
Other consumer                        11                11                  10              10               9
Total TDRs-accruing                  758               753                 771             804             844
TDRs-nonaccruing:
Commercial and industrial            119               109                  84              88              86
Commercial real estate                 4                 6                   6               6               6
Automobile                             2                 2                   3               3               3
Home equity                           25                26                  26              26              28
Residential mortgage                  42                42                  44              43              43
RV and marine                          2                 1                   1               1               1
Other consumer                         -                 -                   -               -               -
Total TDRs-nonaccruing               194               186                 164             167             167
Total TDRs                  $        952     $         939     $           935     $       971     $     1,011


Overall TDRs increased slightly in the quarter. Payment deferrals and
forbearance plans entered into towards the end of the quarter as a result of the
COVID-19 pandemic were generally not considered TDRs.  Huntington continues to
proactively work with our borrowing relationships that require assistance. The
resulting loan structures enable our borrowers to meet their commitments and
Huntington to retain earning assets. The

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accruing TDRs meet the well secured definition and have demonstrated a period of
satisfactory payment performance.
ACL
(This section should be read in conjunction with Note 5 "  Allowance for Credit
Losses  " of the Notes to Unaudited Condensed Consolidated Financial
Statements.)
Our total credit reserve is comprised of two different components, both of which
in our judgment are appropriate to absorb lifetime expected credit losses in our
loan and lease portfolio: the ALLL and the AULC. Combined, these reserves
comprise the total ACL.
Effective January 1, 2020, Huntington adopted ASU 2016-13 Financial Instruments
- Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial
Instruments. Upon adoption of ASU 2016-13, Huntington implemented new credit
loss models within our loan and lease portfolio. These models incorporate
historical loss experience, as well as current and future economic conditions
over a reasonable and supportable period beyond the balance sheet date. We make
various judgments combined with historical loss experience to generate a loss
rate that is applied to the outstanding loan or receivable balance to produce a
reserve for expected credit losses.
We use a combination of statistically-based models that consume current and
future economic conditions throughout the contractual life of the loan. The
process of estimating expected credit losses is based on several key parameters:
Probability of Default (PD), Exposure at Default (EAD), and Loss Given Default
(LGD). Beyond the reasonable and supportable period (two to three years), the
economic variables revert to a historical equilibrium at a pace dependent on the
state of the economy reflected within the economic scenario.
These three parameters are utilized to estimate the cumulative credit losses
over the remaining expected life of the loan. We also consider the likelihood a
previously charged-off account will be recovered. This calculation is dependent
on how long ago the account was charged-off and future economic conditions,
which estimate the likelihood and magnitude of recovery. Our models are
developed using internal historical loss experience covering the full economic
cycle and consider the impact of account characteristics on expected losses.
Future economic conditions consider multiple macroeconomic scenarios provided to
us by an independent third party and are reviewed through the appropriate
committee governance channels discussed below. These macroeconomic scenarios
contain certain geographic based variables that are influential to our modeling
process, including GDP, unemployment rates, interest rates, and housing prices.
The probability weights assigned to each scenario are generally expected to be
consistent from period to period. Any changes in probability weights must be
supported by appropriate documentation and approval of senior management.
Additionally, we consider whether to adjust the modeled estimates to address
possible limitations within the models or factors not captured within the
economic scenarios. Lifetime losses for most of our loans and receivables are
evaluated collectively based on similar risk characteristics, risk ratings,
origination credit bureau scores, delinquency status, remaining months within
loan agreement, among others.
During the first two months of the quarter, we experienced relatively stable
economic conditions in comparison to those used to develop our Day 1 CECL
estimate which would have translated to a relatively flat allowance estimate.
However, in the last month of the quarter, deterioration of the estimated
global  macroeconomic outlook as a result of COVID-19 impacts, along with
instability within the oil and gas sector led to a significant build in ACL
levels and an associated increase in provision for credit losses. Subsequent to
the completion of our quarter-end estimation process, we received an updated
macroeconomic outlook provided by our independent third party.  It reflects a
more significant deterioration in GDP and unemployment than when we completed
our estimation process for the first quarter. If those forecasts were to hold or
worsen, we would expect to further increase our ACL in future periods.
Our ACL development methodology committee is responsible for governance of the
methodology, assumptions and estimates used in the calculation, as well as
determining the appropriateness of the ACL. A separate executive level committee
is responsible for the governance process around the appropriateness of
scenarios used as part of the reasonable and supportable forecast period. The
ALLL represents the estimate of lifetime expected losses in the loan and lease
portfolio at the reported date. The loss modeling process uses an EAD concept to
calculate total expected losses on both funded balances and unfunded
commitments, where

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appropriate. Losses related to the unfunded commitments are then recorded as
AULC within other liabilities in the Unaudited Condensed Consolidated Balance
Sheet. A liability for expected credit losses for off-balance sheet credit
exposures is recognized if Huntington has a present contractual obligation to
extend the credit and the obligation is not unconditionally cancelable.
Huntington adopted ASC Topic 326 using the modified retrospective method for all
financial assets in scope of the standard. Results for reporting periods
beginning after January 1, 2020 are presented under ASC Topic 326, while prior
period amounts continue to be reported in accordance with previously applicable
GAAP. Upon adoption, Huntington recorded an increase to the ACL of $393 million
and a corresponding decrease to retained earnings of approximately $306 million,
net of tax of $87 million. The overall increase to the ACL at January 1, 2020
was comprised of a $180 million increase in the commercial ALLL, a $211 million
increase in the consumer ALLL, and a $2 million increase to the AULC. The
increase in the commercial portfolio was largely attributable to adjustments to
cover heightened risks of future deterioration in the oil and gas and leveraged
lending portfolios. The increase in the consumer portfolio was largely
attributable to the longer asset duration associated with many of these
products.
The table below reflects the allocation of our ALLL among our various loan
categories during each of the past five quarters:
Table 9 - Allocation of Allowance for Credit Losses (1)

(dollar amounts      March 31,            December 31,           September 30,            June 30,            March 31,
in millions)            2020                  2019                    2019                  2019                2019
ALLL
Commercial
Commercial and
industrial       $   837       42 %   $   469         41 %   $    441          41 %   $  455       41 %   $  437       41 %
Commercial real
estate               159        9          83          8          120          10        105        9        108       10
Total commercial     996       51         552         49          561          51        560       50        545       51
Consumer
Automobile           148       17          57         17           54          15         53       16         53       16
Home equity          120       11          50         12           47          12         47       12         53       13
Residential
mortgage              53       15          23         15           22          15         22       15         23       14
RV and marine         97        5          21          5           20           5         18        5         20        4
Other consumer        90        1          80          2           79           2         74        2         70        2
Total consumer       508       49         231         51          222          49        214       50        219       49
Total ALLL         1,504      100 %       783        100 %        783         100 %      774      100 %      764      100 %
AULC                  99                  104                     101                    101                 100
Total ACL        $ 1,603              $   887                $    884                 $  875              $  864
Total ALLL as a % of
Total loans and
leases                       1.93%                  1.04%                    1.05%               1.03%               1.02%
Nonaccrual loans
and leases                    270                    167                      179                 182                 183
NPAs                          257                    157                      163                 168                 166
Total ACL as % of
Total loans and
leases                       2.05%                  1.18%                    1.18%               1.17%               1.15%
Nonaccrual loans
and leases                    287                    190                      202                 206                 207
NPAs                          273                    178                      184                 190                 186

(1) Percentages represent the percentage of each loan and lease category to total

loans and leases.




2020 First Quarter versus 2019 Fourth Quarter
At March 31, 2020, the ALLL was $1,504 million, an increase of $721 million
compared to the December 31, 2019 balance of $783 million. The ALLL to total
loans and leases ratio increased 89 basis points to 1.93%. As referenced above,
the implementation of CECL resulted in a January 1 adoption impact of $391
million. The ALLL

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increased $330 million during the quarter primarily driven by the deteriorating
economic outlook resulting from the COVID-19 pandemic. The ACL to total loans
ratio was 2.05% at March 31, 2020, and 1.18% at December 31, 2019. This increase
is reflective of the transition to the CECL lifetime loss methodology, the
deteriorating economic outlook resulting from the COVID-19 pandemic and
increased specific reserves, almost exclusively against the oil and gas
portfolio.
NCOs
A loan in any portfolio may be charged-off prior to the policies described below
if a loss confirming event has occurred. Loss confirming events include, but are
not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or
receipt of an asset valuation indicating a collateral deficiency where that
asset is the sole source of repayment. Additionally, discharged, collateral
dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a
charge-off to estimated collateral value, less anticipated selling costs at the
time of discharge.
Commercial loans are either charged-off or written down to net realizable value
by 90-days past due with the exception of administrative small ticket lease
delinquencies. Automobile loans, RV and marine, and other consumer loans are
generally fully charged-off at 120-days past due. First-lien and junior-lien
home equity loans are charged-off to the estimated fair value of the collateral,
less anticipated selling costs, at 150-days past due and 120-days past due,
respectively. Residential mortgages are charged-off to the estimated fair value
of the collateral, less anticipated selling costs, at 150-days past due. The
remaining balance is in delinquent status until a modification can be completed,
or the loan goes through the foreclosure process.

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Table 10 - Quarterly Net Charge-off Analysis


                                                     Three Months Ended
                                         March 31,     December 31,      March 31,
(dollar amounts in millions)               2020            2019             2019
Net charge-offs (recoveries) by loan and lease type:
Commercial:
Commercial and industrial               $     84      $      36         $    31
Commercial real estate:
Construction                                   -              -               -
Commercial                                    (1 )            -               2
Commercial real estate                        (1 )            -               2
Total commercial                              83             36              33
Consumer:
Automobile                                     7              9              10
Home equity                                    5              1               3
Residential mortgage                           1              1               3
RV and marine                                  2              4               3
Other consumer                                19             22              19
Total consumer                                34             37              38
Total net charge-offs                   $    117      $      73         $    71

Net charge-offs (recoveries) - annualized percentages:
Commercial:
Commercial and industrial                   1.09  %        0.47  %         0.41  %
Commercial real estate:
Construction                                0.08          (0.03 )         (0.11 )
Commercial                                 (0.06 )         0.01            0.12
Commercial real estate                     (0.03 )            -            0.08
Total commercial                            0.89           0.38            0.35
Consumer:
Automobile                                  0.22           0.30            0.32
Home equity                                 0.19           0.02            0.12
Residential mortgage                        0.02           0.04            0.10
RV and marine                               0.27           0.39            0.39
Other consumer                              6.45           7.26            6.29
Total consumer                              0.35           0.39            0.41

Net charge-offs as a % of average loans 0.62 % 0.39 % 0.38 %




In assessing NCO trends, it is helpful to understand the process of how
commercial loans are treated as they deteriorate over time. The ALLL is
established consistent with the level of risk associated with the commercial
portfolio's original underwriting. As a part of our normal portfolio management
process for commercial loans, loans within the portfolio are periodically
reviewed, and with improvement or deterioration in the risk rating, there is a
corresponding movement in allowance levels (assuming unchanged economic
outlook).  For TDRs and loans with unique risk characteristics, a specific
reserve is established based on the discounted projected cash flows or
collateral value of the specific loan. Charge-offs, if necessary, are generally
recognized in a period after the specific ALLL is established. Consumer loans
are treated in much the same manner as commercial loans, with increasing reserve
factors applied based on the risk characteristics of the loan coupled with the
economic conditions forecasted over the life of the loan. Specific reserves are
not identified for consumer loans, except for TDRs. In summary, if loan quality
deteriorates, or the likelihood of worsening economic conditions increases, the
typical credit sequence would be periods of reserve building, followed by
periods of higher NCOs as the previously established ALLL is utilized.
Additionally, an increase in the ALLL either precedes or is in conjunction with
increases in NALs. When a commercial loan is classified as NAL, it is evaluated
for specific ALLL or charge-off. As a result, an increase in NALs does not
necessarily result in an increase in the ALLL or an expectation of higher future
NCOs.

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2020 First Quarter versus 2019 Fourth Quarter
NCOs were an annualized 0.62% of average loans and leases in the current
quarter, increasing from 0.39% in the 2019 fourth quarter, and above our average
through-the-cycle target range of 0.35% - 0.55%. Annualized NCOs for the
commercial portfolios were 0.89% in the current quarter compared to 0.38% in the
2019 fourth quarter. The increase in commercial NCOs was centered in our oil and
gas portfolio and a $38 million coal-related commercial credit. Consumer
charge-offs were slightly lower for the quarter, primarily driven by seasonality
trends across the consumer portfolio, consistent with our expectations. Given
the level of NCOs we have experienced on an overall portfolio basis, we would
expect to see continued elevated NCOs.



Market Risk
(This section should be read in conjunction with the "Market Risk" section of
our 2019 Form 10-K for our on-going market risk management processes.)
Market risk refers to potential losses arising from changes in interest rates,
foreign exchange rates, equity prices and commodity prices, including the
correlation among these factors and their volatility. When the value of an
instrument is tied to such external factors, the holder faces market risk. We
are primarily exposed to interest rate risk as a result of offering a wide array
of financial products to our customers and secondarily to price risk from
trading securities, securities owned by our broker-dealer subsidiaries, foreign
exchange positions, equity investments, and investments in securities backed by
mortgage loans.
Huntington measures market risk exposure via financial simulation models, which
provide management with insights on the potential impact to net interest income
and other key metrics as a result of changes in market interest rates. Models
are used to simulate cash flows and accrual characteristics of the balance sheet
based on assumptions regarding the slope or shape of the yield curve, the
direction and volatility of interest rates, and the changing composition and
characteristics of the balance sheet resulting from strategic objectives and
customer behavior. Assumptions and models provide extensive information on
forecasted balance sheet growth and composition, and the pricing and maturity
characteristics of current and future business.
In measuring the financial risks associated with interest rate sensitivity in
Huntington's balance sheet, Huntington compares a set of alternative interest
rate scenarios to the results of a base case scenario derived using market
forward rates. The market forward reflects the market consensus regarding the
future level and slope of the yield curve across a range of tenor points. The
standard set of interest rate scenarios includes two types: "shock" scenarios
which are instantaneous parallel rate shifts, and "ramp" scenarios where the
parallel shift is applied gradually over the first 12 months of the forecast on
a pro rata basis. Measures of Net Interest Income at Risk follow ramp scenarios,
and measures of Economic Value of Equity follows shock scenarios. In both shock
and ramp scenarios with falling rates, Huntington presumes that market rates
cannot go below 0%. The scenarios are inclusive of all interest rate risk
hedging activities. Forward starting hedges are included to the extent that they
have been transacted and that they start within the measurement horizon.
Table 11 - Net Interest Income at Risk
                               Net Interest Income at Risk (%)
Basis point change scenario     -25            +100        +200
Board policy limits              NA            -2.0  %     -4.0  %
             March 31, 2020    -0.5  %          1.5  %      2.4  %
          December 31, 2019     0.1  %          1.0  %      2.3  %


The NII at Risk results included in the table above reflect the analysis used
monthly by management. It models gradual -25, +100 and +200 basis point parallel
shifts in market interest rates, implied by the forward yield curve over the
next twelve months.
With rates having fallen materially this quarter, the down 100 basis point
scenario would result in market rates reaching floored values which can produce
a distorted view of interest rate risk metrics.  Management is now using the
down 25 basis point scenario, which is more meaningful in the current market
rate environment than the down 100 basis point scenario.  Management does
consider additional scenarios with forecasted negative market rates which would
result in margin deterioration.

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The increase in sensitivity was driven by the impact of lower forecast rates on
non-maturity deposits resulting in slower balance runoff, and higher securities
prepayments in the implied forward scenario, providing more opportunity for
higher reinvestment rates in up rate environments.
Our NII at Risk is within our Board of Directors' policy limits for the +100 and
+200 basis point scenarios. There is no Board policy limit for the down 25 basis
point scenario.
Table 12 - Economic Value of Equity at Risk
                                Economic Value of Equity at Risk (%)
Basis point change scenario     -25            +100              +200
Board policy limits              NA            -6.0  %          -12.0  %
             March 31, 2020    -0.4  %         -0.2  %           -4.4  %
          December 31, 2019       -  %         -3.1  %           -9.1  %


The EVE results included in the table above reflect the analysis used monthly by
management. It models immediate -25, +100 and +200 basis point parallel shifts
in market interest rates.
With rates having fallen materially this quarter, the down 100 basis point
scenario would result in market rates reaching floored values which can produce
a distorted view of interest rate risk metrics.  Management is now using the
down 25 basis point scenario, which is more meaningful in the current market
rate environment than the down 100 basis point scenario. Management does
consider additional scenarios with forecasted negative market rates which would
result in margin deterioration.
We are within our Board of Directors' policy limits for the +100 and +200 basis
point scenarios.  There is no board policy limit for the down 25 basis point
scenario. The EVE depicts an asset sensitive balance sheet profile in the -25
basis point scenario and a liability sensitive profile due to additional
convexity in the +100 and +200 basis point scenarios. The change in sensitivity
was driven by lower interest rates slowing deposit runoff.
Use of Derivatives to Manage Interest Rate Risk
An integral component of our interest rate risk management strategy is use of
derivative instruments to minimize significant fluctuations in earnings caused
by changes in market interest rates. Examples of derivative instruments that we
may use as part of our interest rate risk management strategy include interest
rate swaps, interest rate floors, forward contracts, and forward starting
interest rate swaps.
Table 13 shows all swap and floor positions that are utilized for purposes of
managing our exposures to the variability of interest rates. These positions are
used to convert the contractual interest rate index of agreed-upon amounts of
assets and liabilities (i.e., notional amounts) to another interest rate index
or to hedge forecasted transactions for the variability in cash flows
attributable to the contractually specified interest rate. The volume, maturity
and mix of portfolio swaps change frequently as we adjust our broader interest
rate risk management objectives and the balance sheet positions to be hedged.
For further information, including the notional amount and fair values of these
derivatives, refer to Note 12 "  Derivative Financial Instruments  " of the
Notes to Unaudited Condensed Consolidated Financial Statements.

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The following table presents additional information about the interest rate
swaps and floors used in Huntington's asset and liability management activities
at March 31, 2020 and December 31, 2019.
Table 13 - Weighted-Average Maturity, Receive Rate and LIBOR Reset Rate on Qualifying Hedging Instruments
                                                                   March 31, 2020

                                                Average
                                Notional       Maturity                        Weighted-Average      Weighted-Average
(dollar amounts in millions)      Value         (years)       Fair Value         Receive Rate        LIBOR Reset Rate
Asset conversion swaps
Receive Fixed - 1 month LIBOR $     5,975          2.65     $       269                 1.82 %                0.97 %
Receive Fixed - 1 month LIBOR
- forward starting (a)              1,300          4.11              49                 1.45                     -
Liability conversion swaps
Receive Fixed - 1 month LIBOR       5,750          2.72             337                 2.29                  1.00
Receive Fixed - 3 month LIBOR       2,290          0.59              21                 1.80                  1.20
Total swap portfolio at March
31, 2020                      $    15,315                   $       676

                                                                   March 31, 2020

                                                Average
                                Notional       Maturity                        Weighted-Average      Weighted-Average
(dollar amounts in millions)      Value         (years)       Fair Value         Floor Strike        LIBOR Reset Rate
Interest rate floors
Purchased Interest Rate
Floors - 1 month LIBOR        $     8,200          0.98     $       127                 1.84 %                1.26 %
Floor Spread - 1 month LIBOR          400          2.49              10          2.50 / 1.50                  0.92
Floor Spread - 1 month LIBOR
- forward starting (b)              3,500          4.06              86          1.68 / 0.79                     -
Total floors portfolio at
March 31, 2020                $    12,100                   $       223

                                                                 December 31, 2019

                                                Average
                                Notional       Maturity                        Weighted-Average      Weighted-Average
(dollar amounts in millions)      Value         (years)       Fair Value         Receive Rate        LIBOR Reset Rate
Asset conversion swaps
Receive Fixed - 1 month LIBOR $     5,387          2.87     $        51                 1.89 %               1.73%
Receive Fixed - 1 month LIBOR
- forward starting (c)              3,250          4.02             (28 )               1.32                     -
Liability conversion swaps
Receive Fixed - 1 month LIBOR       5,250          2.97             146                 2.37                  1.72
Receive Fixed - 3 month LIBOR       2,290          0.84               5                 1.80                  1.94
Total swap portfolio at
December 31, 2019             $    16,177                   $       174

                                                                 December 31, 2019

                                                Average
                                Notional       Maturity                        Weighted-Average      Weighted-Average
(dollar amounts in millions)      Value         (years)       Fair Value         Floor Strike        LIBOR Reset Rate
Interest rate floors
Purchased Interest Rate
Floors - 1 month LIBOR        $     9,200          1.45     $        36                 1.84 %                1.54 %
Floor Spread - 1 month LIBOR          400          2.74               8          2.50 / 1.50                  1.79
Floor Spread - 1 month LIBOR
- forward starting (d)                150          4.34               2          1.75 / 1.00                     -
Total floors portfolio at
December 31, 2019             $     9,750                   $        46


(a) Forward starting swaps will become effective from June 2020 to April 2021.
(b) Forward starting floors will become effective from May 2020 to June 2021.
(c) Forward starting swaps will become effective from January 2020 to June 2021.
(d) Forward starting floors will become effective from March 2021 to June 2021.


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MSRs


(This section should be read in conjunction with   Note   6 "  Mortgage Loan
Sales and Servicing Rights  " of   Notes to the Unaudited Condensed Consolidated
Financial Statements  .)
On January 1, 2020, Huntington made an irrevocable election to subsequently
measure all classes of residential MSRs at fair value in order to eliminate any
potential measurement mismatch between our economic hedges and the MSRs. The
impact of the irrevocable election was not material.
At March 31, 2020, we had a total of $165 million of capitalized MSRs
representing the right to service $23 billion in mortgage loans.
MSR fair values are sensitive to movements in interest rates as expected future
net servicing income depends on the projected outstanding principal balances of
the underlying loans, which can be reduced by prepayments. Prepayments usually
increase when mortgage interest rates decline and decrease when mortgage
interest rates rise. We also employ hedging strategies to reduce the risk of MSR
fair value changes. However, volatile changes in interest rates can diminish the
effectiveness of these economic hedges. We report changes in the MSR value net
of hedge-related trading activity in the mortgage banking income category of
noninterest income. Changes in fair value of the MSR are recognized in mortgage
banking income.
MSR assets are included in servicing rights and other intangible assets in the
Unaudited Condensed Consolidated Financial Statements.
Price Risk
Price risk represents the risk of loss arising from adverse movements in the
prices of financial instruments that are carried at fair value and are subject
to fair value accounting. We have price risk from trading securities, securities
owned by our broker-dealer subsidiaries, foreign exchange positions, derivative
instruments, and equity investments. We have established loss limits on the
trading portfolio, on the amount of foreign exchange exposure that can be
maintained, and on the amount of marketable equity securities that can be held.
Liquidity Risk
(This section should be read in conjunction with the "Liquidity Risk" section of
our 2019 Form 10-K for our on-going liquidity risk management processes.)
During the 2020 first quarter, Huntington heightened its overall liquidity risk
management process, including additional communication, monitoring, and
reporting, given changes in the economic environment as a result of COVID-19.
Overnight funding markets continue to demonstrate ample liquidity with the
ability to obtain short-term funding. We continue to closely monitor wholesale
funding markets and all government sponsored programs in relation to
Huntington's liquidity position.
Our primary source of liquidity is our core deposit base. Core deposits
comprised approximately 95% of total deposits at March 31, 2020. We also have
available unused wholesale sources of liquidity, including advances from the
FHLB, issuance through dealers in the capital markets, and access to
certificates of deposit issued through brokers. Liquidity is further provided by
unencumbered, or unpledged, investment securities that totaled $10.7 billion as
of March 31, 2020. Subsequent to quarter end, additional securities were pledged
to further increase Huntington's borrowing capacity at the FHLB.
Bank Liquidity and Sources of Funding
Our primary sources of funding for the Bank are retail and commercial core
deposits. At March 31, 2020, these core deposits funded 73% of total assets
(106% of total loans). Other sources of liquidity include non-core deposits,
FHLB advances, wholesale debt instruments, and securitizations. Demand deposit
overdrafts that have been reclassified as loan balances were $17 million and $25
million at March 31, 2020 and December 31, 2019, respectively.

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The following table reflects deposit composition detail for each of the last
five quarters:
Table 14 - Deposit Composition

                                        March 31,           December 31,         September 30,           June 30,            March 31,
(dollar amounts in millions)               2020                 2019                 2019                  2019               2019 (1)
By Type:
Demand deposits-noninterest-bearing $ 21,039      24 %   $ 20,247      25 % 

$ 20,553 25 % $ 19,383 24 % $ 20,036 24 % Demand deposits-interest-bearing 23,115 27 20,583 25

19,976 24 19,085 24 19,906 24 Money market deposits

                 25,068      29       24,726      30   

23,977 29 23,952 30 22,931 28 Savings and other domestic deposits 9,845 11 9,549 12

9,566 12 9,803 12 10,277 13 Core certificates of deposit (2) 3,599 4 4,356 5

5,443 7 5,703 7 6,007 7 Total core deposits:

                  82,666      95       79,461      97   

79,515 97 77,926 97 79,157 96 Other domestic deposits of $250,000 or more

                                  276       -          313       -           326       -          316       -          313       1
Brokered deposits and negotiable
CDs                                    3,888       5        2,573       3         2,554       3        2,640       3        2,685       3
Total deposits                      $ 86,830     100 %   $ 82,347     100 %   $  82,395     100 %   $ 80,882     100 %   $ 82,155     100 %
Total core deposits:
Commercial                          $ 38,064      46 %   $ 34,957      44 %   $  35,247      44 %   $ 33,371      43 %   $ 33,546      42 %
Consumer                              44,602      54       44,504      56        44,268      56       44,555      57       45,611      58
Total core deposits                 $ 82,666     100 %   $ 79,461     100 %   $  79,515     100 %   $ 77,926     100 %   $ 79,157     100 %

(1) March 31, 2019 includes $845 million of deposits classified as held-for-sale.

(2) Includes consumer certificates of deposit of $250,000 or more.




The Bank maintains borrowing capacity at the FHLB and the Federal Reserve Bank
Discount Window. The Bank does not consider borrowing capacity from the Federal
Reserve Bank Discount Window as a primary source of liquidity. Total loans and
securities pledged to the Federal Reserve Discount Window and the FHLB are $45.1
billion and $39.6 billion at March 31, 2020 and December 31, 2019, respectively.
Unused borrowing capacity from the FHLB totaled $19.1 billion and $14.3 billion
at March 31, 2020 and December 31, 2019, respectively. Subsequent to quarter
end, Huntington has pledged additional unencumbered investment securities
further increasing its borrowing capacity.
To the extent we are unable to obtain sufficient liquidity through core
deposits, we may meet our liquidity needs through sources of wholesale funding,
asset securitization or sale. Sources of wholesale funding include other
domestic deposits of $250,000 or more, brokered deposits and negotiable CDs,
short-term borrowings, and long-term debt. At March 31, 2020, total wholesale
funding was $16.8 billion, an increase from $15.3 billion at December 31, 2019.
The increase from year-end primarily relates to an increase in brokered deposits
and negotiable CDs, and short-term borrowings, partially offset by a decrease in
other domestic deposits of $250,000 or more, and other long-term debt.
At March 31, 2020, we believe the Bank has sufficient liquidity to meet its cash
flow obligations for the foreseeable future.
Parent Company Liquidity
The parent company's funding requirements consist primarily of dividends to
shareholders, debt service, income taxes, operating expenses, funding of nonbank
subsidiaries, repurchases of our stock, and acquisitions. The parent company
obtains funding to meet obligations from dividends and interest received from
the Bank, interest and dividends received from direct subsidiaries, net taxes
collected from subsidiaries included in the federal consolidated tax return,
fees for services provided to subsidiaries, and the issuance of debt securities.
At March 31, 2020 and December 31, 2019, the parent company had $3.7 billion and
$3.1 billion, respectively, in cash and cash equivalents.
On April 22, 2020, the Board of Directors declared a quarterly common stock cash
dividend of $0.15 per common share. The dividend is payable on July 1, 2020, to
shareholders of record on June 17, 2020. Based on the

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current quarterly dividend of $0.15 per common share, cash demands required for
common stock dividends are estimated to be approximately $152 million per
quarter. On April 22, 2020, the Board of Directors declared a quarterly Series
B, Series C, Series D, and Series E Preferred Stock dividend payable on July 15,
2020 to shareholders of record on July 1, 2020. Cash demands required for Series
B are expected to be less than $1 million per quarter. Cash demands required for
Series C, Series D and Series E are expected to be approximately $2 million, $9
million and $7 million per quarter, respectively.
During the first three months of 2020, the Bank paid preferred and common
dividends of $11 million and $60 million, respectively. To meet any additional
liquidity needs, the parent company may issue debt or equity securities from
time to time.
Off-Balance Sheet Arrangements
In the normal course of business, we enter into various off-balance sheet
arrangements. These arrangements include commitments to extend credit, interest
rate swaps and floors, financial guarantees contained in standby
letters-of-credit issued by the Bank, and commitments by the Bank to sell
mortgage loans.
Operational Risk
Operational risk is the risk of loss due to human error, inadequate or failed
internal systems and controls, including the use of financial or other
quantitative methodologies that may not adequately predict future results;
violations of, or noncompliance with, laws, rules, regulations, prescribed
practices, or ethical standards; and external influences such as market
conditions, fraudulent activities, disasters, and security risks. We
continuously strive to strengthen our system of internal controls to ensure
compliance with laws, rules, and regulations, and to improve the oversight of
our operational risk.
We actively monitor cyberattacks such as attempts related to online deception
and loss of sensitive customer data. We evaluate internal systems, processes and
controls to mitigate loss from cyber-attacks and, to date, have not experienced
any material losses. Cybersecurity threats have increased, primarily through
COVID-19 themed phishing campaigns.  We are actively monitoring our email
gateways for malicious phishing email campaigns.  We have also increased our
cybersecurity monitoring activities through the implementation of specific
monitoring of remote connections by geography and volume of connections to
detect anomalous remote logins, since a significant portion of our workforce is
now working remotely.
Our objective for managing cyber security risk is to avoid or minimize the
impacts of external threat events or other efforts to penetrate our systems. We
work to achieve this objective by hardening networks and systems against attack,
and by diligently managing visibility and monitoring controls within our data
and communications environment to recognize events and respond before the
attacker has the opportunity to plan and execute on its own goals. To this end
we employ a set of defense in-depth strategies, which include efforts to make us
less attractive as a target and less vulnerable to threats, while investing in
threat analytic capabilities for rapid detection and response. Potential
concerns related to cyber security may be escalated to our board-level
Technology Committee, as appropriate. As a complement to the overall cyber
security risk management, we use a number of internal training methods, both
formally through mandatory courses and informally through written communications
and other updates. Internal policies and procedures have been implemented to
encourage the reporting of potential phishing attacks or other security risks.
We also use third-party services to test the effectiveness of our cyber security
risk management framework, and any such third parties are required to comply
with our policies regarding information security and confidentiality.
To mitigate operational risks, we have an Operational Risk Committee, a Legal,
Regulatory, and Compliance Committee, a Funds Movement Committee, and a Third
Party Risk Management Committee. The responsibilities of these committees, among
other duties, include establishing and maintaining management information
systems to monitor material risks and to identify potential concerns, risks, or
trends that may have a significant impact and ensuring that recommendations are
developed to address the identified issues. In addition, we have a Model Risk
Oversight Committee that is responsible for policies and procedures describing
how model risk is evaluated and managed and the application of the governance
process to implement these practices throughout the enterprise. These committees
report any significant findings and recommendations to the Risk Management
Committee. Potential concerns may be escalated to our ROC and the Audit
Committee, as appropriate. Significant findings or

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issues are escalated by the Third Party Risk Management Committee to the
Technology Committee of the Board, as appropriate.
The goal of this framework is to implement effective operational risk techniques
and strategies; minimize operational, fraud, and legal losses; minimize the
impact of inadequately designed models and enhance our overall performance.
Compliance Risk
Financial institutions are subject to many laws, rules, and regulations at both
the federal and state levels. These broad-based laws, rules, and regulations
include, but are not limited to, expectations relating to anti-money laundering,
lending limits, client privacy, fair lending, prohibitions against unfair,
deceptive or abusive acts or practices, protections for military members as they
enter active duty, and community reinvestment. The volume and complexity of
recent regulatory changes have increased our overall compliance risk. As such,
we utilize various resources to help ensure expectations are met, including a
team of compliance experts dedicated to ensuring our conformance with all
applicable laws, rules, and regulations. Our colleagues receive training for
several broad-based laws and regulations including, but not limited to,
anti-money laundering and customer privacy. Additionally, colleagues engaged in
lending activities receive training for laws and regulations related to flood
disaster protection, equal credit opportunity, fair lending, and/or other
courses related to the extension of credit. We set a high standard of
expectation for adherence to compliance management and seek to continuously
enhance our performance.
Capital
Both regulatory capital and shareholders' equity are managed at the Bank and on
a consolidated basis. We have an active program for managing capital and
maintain a comprehensive process for assessing the Company's overall capital
adequacy. We believe our current levels of both regulatory capital and
shareholders' equity are adequate.
As disclosed in our 2019 Form 10-K, the U.S federal banking regulatory agencies
permitted BHCs and banks to phase-in, for regulatory capital purposes, the
day-one impact of the new CECL accounting rule on retained earnings over a
period of three years. As part of its response to the impact of COVID-19, on
March 31, 2020, the U.S. federal banking regulatory agencies issued an interim
final rule that provided the option to temporarily delay certain effects of CECL
on regulatory capital for two years, followed by a three-year transition period.
The interim final rule allows BHCs and banks to delay for two years 100% of the
day-one impact of adopting CECL and 25% of the cumulative change in the reported
allowance for credit losses since adopting CECL. Huntington has elected to adopt
the interim final rule, which is reflected in the regulatory capital data
presented below.

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The following table presents certain regulatory capital data at both the consolidated and Bank levels for each of the periods presented: Table 15 - Regulatory Capital Data (1)

Basel III


                                                          March 31,     December 31,     March 31,
(dollar amounts in millions)                                2020            2019           2019
Total risk-weighted assets                Consolidated   $  90,193     $     87,512     $  85,966
                                          Bank              90,016           87,298        85,944
CET I risk-based capital                  Consolidated       8,538            8,647         8,462
                                          Bank               9,887            9,747         9,150
Tier 1 risk-based capital                 Consolidated       9,746            9,854         9,670
                                          Bank              10,760           10,621        10,028
Tier 2 risk-based capital                 Consolidated       1,746            1,559         1,600
                                          Bank               1,481            1,243         1,449
Total risk-based capital                  Consolidated      11,492           11,413        11,270
                                          Bank              12,241           11,864        11,477
CET I risk-based capital ratio            Consolidated        9.47 %        

9.88 % 9.84 %


                                          Bank               10.98            11.17         10.65
Tier 1 risk-based capital ratio           Consolidated       10.81          

11.26 11.25


                                          Bank               11.95            12.17         11.67
Total risk-based capital ratio            Consolidated       12.74            13.04         13.11
                                          Bank               13.60            13.59         13.35
Tier 1 leverage ratio                     Consolidated        9.01             9.26          9.16
                                          Bank                9.98            10.01          9.51

(1) The March 31, 2020 capital ratios reflect Huntington's election of a

five-year transition to delay for two years the full impact of CECL on

regulatory capital, followed by a three-year transition period.




At March 31, 2020, we maintained Basel III capital ratios in excess of the
well-capitalized standards established by the FRB. All capital ratios were
impacted by period over period balance sheet growth. The capital impact of the
repurchase of 36.7 million common shares over the last four quarters and cash
dividends effectively offset earnings on a year-over-year basis.
Shareholders' Equity
We generate shareholders' equity primarily through the retention of earnings,
net of dividends and share repurchases. Other potential sources of shareholders'
equity include issuances of common and preferred stock. Our objective is to
maintain capital at an amount commensurate with our risk profile and risk
tolerance objectives, to meet both regulatory and market expectations, and to
provide the flexibility needed for future growth and business opportunities.
Shareholders' equity totaled $11.8 billion at March 31, 2020, largely unchanged
when compared with December 31, 2019.
On June 27, 2019, Huntington announced proposed capital actions included in
Huntington's 2019 capital plan. These actions include a 7% increase in the
quarterly dividend per common share to $0.15, starting in the third quarter of
2019, the repurchase of up to $513 million of common stock over the next four
quarters (July 1, 2019 through June 30, 2020), and maintaining dividends on the
outstanding classes of preferred stock and trust preferred securities. Any
capital actions, including those contemplated above, are subject to approval by
Huntington's Board of Directors.
On July 17, 2019, the Board of Directors authorized the repurchase of up to $513
million of common shares over the four quarters through the 2020 second quarter.
Purchases of common stock under the authorization may include open market
purchases, privately negotiated transactions, and accelerated repurchase
programs.

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Dividends


We consider disciplined capital management as a key objective, with dividends
representing one component. Our strong capital ratios position us to take
advantage of additional capital management opportunities.
Share Repurchases
From time to time the Board of Directors authorizes the Company to repurchase
shares of our common stock. Although we announce when the Board of Directors
authorizes share repurchases, we typically do not give any public notice before
we repurchase our shares. Future stock repurchases may be private or open-market
repurchases, including block transactions, accelerated or delayed block
transactions, forward transactions, and similar transactions. Various factors
determine the amount and timing of our share repurchases, including our capital
requirements, the number of shares we expect to issue for employee benefit plans
and acquisitions, market conditions (including the trading price of our stock),
and regulatory and legal considerations. During the 2020 first quarter,
Huntington repurchased a total of 7.1 million shares at a weighted average share
price of $12.38. As a result of deterioration of the economy due to the COVID-19
pandemic, we do not currently expect to repurchase shares for the balance of
2020. However, we may at our discretion resume share repurchases at any time
while considering factors including, but not limited to, capital requirements
and market conditions.
BUSINESS SEGMENT DISCUSSION
Overview
Our business segments are based on our internally-aligned segment leadership
structure, which is how we monitor results and assess performance. We have four
major business segments: Consumer and Business Banking, Commercial Banking,
Vehicle Finance, and Regional Banking and The Huntington Private Client Group
(RBHPCG). The Treasury / Other function includes technology and operations,
other unallocated assets, liabilities, revenue, and expense.
Business segment results are determined based upon our management practices,
which assigns balance sheet and income statement items to each of the business
segments. The process is designed around our organizational and management
structure and, accordingly, the results derived are not necessarily comparable
with similar information published by other financial institutions.
Revenue Sharing
Revenue is recorded in the business segment responsible for the related product
or service. Fee sharing is recorded to allocate portions of such revenue to
other business segments involved in selling to or providing service to
customers. Results of operations for the business segments reflect these fee
sharing allocations.
Expense Allocation
The management process that develops the business segment reporting utilizes
various estimates and allocation methodologies to measure the performance of the
business segments. Expenses are allocated to business segments using a two-phase
approach. The first phase consists of measuring and assigning unit costs
(activity-based costs) to activities related to product origination and
servicing. These activity-based costs are then extended, based on volumes, with
the resulting amount allocated to business segments that own the related
products. The second phase consists of the allocation of overhead costs to all
four business segments from Treasury / Other. We utilize a full-allocation
methodology, where all Treasury / Other expenses, except reported Significant
Items, if any, and a small amount of other residual unallocated expenses, are
allocated to the four business segments.
Funds Transfer Pricing (FTP)
We use an active and centralized FTP methodology to attribute appropriate net
interest income to the business segments. The intent of the FTP methodology is
to transfer interest rate risk from the business segments by providing matched
duration funding of assets and liabilities. The result is to centralize the
financial impact, management, and reporting of interest rate risk in the
Treasury / Other function where it can be centrally monitored and managed. The
Treasury / Other function charges (credits) an internal cost of funds for assets
held in (or pays for funding provided by) each business segment. The FTP rate is
based on prevailing market interest

32 Huntington Bancshares Incorporated
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rates for comparable duration assets (or liabilities). During 2019, the Company
updated and refined its FTP methodology primarily related to the allocation of
deposit funding costs.  Prior period amounts presented below have been restated
to reflect the new methodology.
Net Income by Business Segment
Net income by business segment for the three-month periods ending March 31, 2020
and March 31, 2019 is presented in the following table:
Table 16 - Net Income by Business Segment
                                   Three Months Ended March 31,
(dollar amounts in millions)         2020               2019
Consumer and Business Banking   $       60         $         182
Commercial Banking                     (86 )                 130
Vehicle Finance                         11                    40
RBHPCG                                  24                    33
Treasury / Other                        39                   (27 )
Net income                      $       48         $         358


Treasury / Other
The Treasury / Other function includes revenue and expense related to assets,
liabilities, and equity not directly assigned or allocated to one of the four
business segments. Assets include investment securities and bank owned life
insurance.
Net interest income includes the impact of administering our investment
securities portfolios, the net impact of derivatives used to hedge interest rate
sensitivity as well as the financial impact associated with our FTP methodology,
as described above. Noninterest income includes miscellaneous fee income not
allocated to other business segments, such as bank owned life insurance income
and securities and trading asset gains or losses. Noninterest expense includes
certain corporate administrative, and other miscellaneous expenses not allocated
to other business segments. The provision for income taxes for the business
segments is calculated at a statutory 21% tax rate, although our overall
effective tax rate is lower.

Consumer and Business Banking

Table 17 - Key Performance Indicators for Consumer and Business Banking


                                        Three Months Ended March 31,                  Change
(dollar amounts in millions)               2020               2019            Amount         Percent
Net interest income                  $         364       $         471     $     (107 )          (23 )%
Provision for credit losses                     82                  17             65            382
Noninterest income                             212                 174             38             22
Noninterest expense                            418                 398             20              5
Provision for income taxes                      16                  48            (32 )          (67 )
Net income                           $          60       $         182     $     (122 )          (67 )%
Number of employees (average
full-time equivalent)                        7,769               8,129           (360 )           (4 )%
Total average assets                 $      24,677       $      25,573     $     (896 )           (4 )
Total average loans/leases                  21,593              22,341           (748 )           (3 )
Total average deposits                      51,296              50,897            399              1
Net interest margin                           2.81 %              3.71 %        (0.90 )%         (24 )
NCOs                                 $          32       $          32     $        -              -
NCOs as a % of average loans and
leases                                        0.60 %              0.56 %         0.04  %           7


2020 First Three Months versus 2019 First Three Months
Consumer and Business Banking, including Home Lending, reported net income of
$60 million in the first three-month period of 2020, a decrease of $122 million,
or 67%, compared to the year-ago period. Segment net

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10-Q 33

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interest income decreased $107 million, or 23%, due to decreased spread on
deposits. The provision for credit losses increased $65 million, or 382% due to
the deteriorating economic environment as a result of the COVID-19 pandemic.
Noninterest income increased $38 million, or 22%, primarily due to increased
mortgage banking income, card interchange income from higher transaction
volumes, along with increased investment sales. Noninterest expense increased
$20 million, or 5%, due to increased personnel, card processing, and allocated
expenses, slightly offset by lower occupancy and equipment expense as a result
of branch consolidations and divestitures, along with decreased operational
losses.
Home Lending, an operating unit of Consumer and Business Banking, reflects the
result of the origination, sale, and servicing of mortgage loans less referral
fees and net interest income for mortgage banking products distributed by the
retail branch network and other business segments. Home Lending reported net
income of $11 million in the first three-month period of 2020, compared with a
net loss of $7 million in the year-ago period. Noninterest income increased $32
million, driven primarily by higher salable originations and higher salable
spread. Noninterest expense increased $5 million due to higher originations.

Commercial Banking

Table 18 - Key Performance Indicators for Commercial Banking


                                        Three Months Ended March 31,                  Change
(dollar amounts in millions)               2020               2019            Amount         Percent
Net interest income                  $         232       $         273     $      (41 )          (15 )%
Provision for credit losses                    298                  43            255            593
Noninterest income                              86                  76             10             13
Noninterest expense                            129                 141            (12 )           (9 )
Provision for income taxes                     (23 )                35            (58 )         (166 )
Net income                           $         (86 )     $         130     $     (216 )         (166 )%
Number of employees (average
full-time equivalent)                        1,273               1,314            (41 )           (3 )%
Total average assets                 $      34,810       $      33,056     $    1,754              5
Total average loans/leases                  27,238              27,079            159              1
Total average deposits                      21,525              21,793           (268 )           (1 )
Net interest margin                           3.15 %              3.71 %        (0.56 )%         (15 )
NCOs (Recoveries)                    $          75       $          27     $       48            178
NCOs as a % of average loans and
leases                                        1.11 %              0.39 %    

0.72 % 185




2020 First Three Months versus 2019 First Three Months
Commercial Banking reported a net loss of $86 million in the first three-month
period of 2020, a decrease of $216 million, or 166%, compared to the year-ago
period. Provision for credit losses increased $255 million, or 593%, due to the
deteriorating economic environment as a result of the COVID-19 pandemic, as well
as an increase in specific reserves largely driven by the oil and gas portfolio
and a $38 million coal-related commercial credit. Segment net interest income
decreased $41 million, or 15%, primarily due to a 57 basis point decrease in net
interest margin driven by a sharp decline in the value of deposits. Noninterest
income increased $10 million, or 13%, largely driven by higher capital markets
related revenue due to customer interest rate derivatives, increased
underwriting activity and the lack of an unfavorable commodities derivative
mark-to-market adjustment which occurred in the year ago quarter. Noninterest
expense decreased $12 million, or 9%, primarily due to lower allocated overhead
and personnel expense, which was driven by a reduction in incentives, as well as
a 3% reduction in full-time equivalent employees.

34 Huntington Bancshares Incorporated
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Vehicle Finance

Table 19 - Key Performance Indicators for Vehicle Finance


                                        Three Months Ended March 31,                  Change
(dollar amounts in millions)               2020               2019             Amount         Percent
Net interest income                  $         106       $          95     $        11             12  %
Provision for credit losses                     60                   9              51            567
Noninterest income                               3                   2               1             50
Noninterest expense                             35                  37              (2 )           (5 )
Provision for income taxes                       3                  11              (8 )          (73 )
Net income                           $          11       $          40     $       (29 )          (73 )%
Number of employees (average
full-time equivalent)                          263                 267              (4 )           (1 )%
Total average assets                 $      20,215       $      19,269     $       946              5
Total average loans/leases                  20,307              19,340             967              5
Total average deposits                         366                 306              60             20
Net interest margin                           2.08 %              1.99 %          0.09  %           5
NCOs                                 $          10       $          13     $        (3 )          (23 )
NCOs as a % of average loans and
leases                                        0.19 %              0.27 %    

(0.08 )% (30 )




2020 First Three Months versus 2019 First Three Months
Vehicle Finance reported net income of $11 million in the first three-month
period of 2020, a decrease of $29 million, or 73%, compared to the year-ago
period. This decrease is primarily driven by a $51 million increase in the
provision for loan losses due to the deteriorating economic environment as a
result of the COVID-19 pandemic. Segment net interest income increased $11
million, or 12%, due to a 9 basis point increase in the net interest margin
which is a result of maintaining our pricing discipline while optimizing loan
production volumes combined with a decline in funding costs. This increase was
also a result of a $1.0 billion, or 5%, increase in average loan balances
reflecting strong indirect auto loan originations primarily in the later part of
the third quarter of 2019 through most of the first quarter of 2020 as well as
continued increases in indirect RV and marine, floor plan and other commercial
loans. Noninterest income increased $1 million primarily as a result of fee
sharing revenue on sales of interest rate derivative products, while noninterest
expense decreased $2 million, or 5%, primarily reflecting lower allocated costs.

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Regional Banking and The Huntington Private Client Group

Table 20 - Key Performance Indicators for Regional Banking and The Huntington Private Client Group


                                         Three Months Ended March 31,                   Change
(dollar amounts in millions)                2020                 2019           Amount         Percent
Net interest income                  $           43         $         53     $      (10 )          (19 )%
Provision for credit losses                       1                   (2 )            3            150
Noninterest income                               50                   51             (1 )           (2 )
Noninterest expense                              62                   64             (2 )           (3 )
Provision for income taxes                        6                    9             (3 )          (33 )
Net income                           $           24         $         33     $       (9 )          (27 )%
Number of employees (average
full-time equivalent)                         1,025                1,053            (28 )           (3 )%
Total average assets                 $        6,707         $      6,218     $      489              8
Total average loans/leases                    6,415                5,914            501              8
Total average deposits                        6,100                5,951            149              3
Net interest margin                            2.69 %               3.49 %        (0.80 )%         (23 )
NCOs                                 $            -         $          -     $        -              -
NCOs as a % of average loans and
leases                                            - %                  - %            -  %           -
Total assets under management (in
billions)-eop                        $         15.8         $       16.4     $     (0.6 )           (4 )
Total trust assets (in billions)-eop          123.7                112.7           11.0             10


eop - End of Period.
2020 First Three Months versus 2019 First Three Months
RBHPCG reported net income of $24 million in the first three-month period of
2020, a decrease of $9 million, or 27%, compared to the year-ago period. Segment
net interest income decreased $10 million, or 19%, due to a 80 basis point
decrease in net interest margin, reflecting both lower deposit and loan spreads.
Average loans increased $0.5 billion, or 8%, primarily due to residential real
estate mortgage loans, while average deposits increased $0.1 billion.
Noninterest income decreased $1 million, or 2%, primarily due to lower revenue
sharing from other segments. Noninterest expense decreased $2 million, or 3%,
primarily due to lower sponsorship expense.
ADDITIONAL DISCLOSURES
Forward-Looking Statements
This report, including MD&A, contains certain forward-looking statements,
including, but not limited to, certain plans, expectations, goals, projections,
and statements, which are not historical facts and are subject to numerous
assumptions, risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking statements may be
identified by words such as expect, anticipate, believe, intend, estimate, plan,
target, goal, or similar expressions, or future or conditional verbs such as
will, may, might, should, would, could, or similar variations. The
forward-looking statements are intended to be subject to the safe harbor
provided by Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934, and the Private Securities Litigation Reform
Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk
factors is complete, below are certain factors which could cause actual results
to differ materially from those contained or implied in the forward-looking
statements: changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID­19 pandemic and its impact on the global
economy and financial market conditions and our business, financial condition,
liquidity, and results of operations; uncertainty in U.S. fiscal and monetary
policy, including the interest rate policies of the Federal Reserve Board;
volatility and disruptions in global capital and credit markets; movements in
interest rates; reform of LIBOR; competitive pressures on product pricing and
services; success, impact, and timing of our business strategies, including
market acceptance of any new products or services

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implementing our "Fair Play" banking philosophy; the nature, extent, timing, and
results of governmental actions, examinations, reviews, reforms, regulations,
and interpretations, including those related to the Dodd-Frank Wall Street
Reform and Consumer Protection Act and the Basel III regulatory capital reforms,
as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; and other
factors that may affect our future results.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. We do not assume any obligation to
update forward-looking statements to reflect circumstances or events that occur
after the date the forward-looking statements were made or to reflect the
occurrence of unanticipated events except as required by federal securities
laws. As forward-looking statements involve significant risks and uncertainties,
caution should be exercised against placing undue reliance on such statements.
Non-GAAP Financial Measures
This document contains GAAP financial measures and non-GAAP financial measures
where management believes it to be helpful in understanding our results of
operations or financial position. Where non-GAAP financial measures are used,
the comparable GAAP financial measure, as well as the reconciliation to the
comparable GAAP financial measure, can be found herein.
Fully-Taxable Equivalent Basis
Interest income, yields, and ratios on an FTE basis are considered non-GAAP
financial measures. Management believes net interest income on an FTE basis
provides an insightful picture of the interest margin for comparison purposes.
The FTE basis also allows management to assess the comparability of revenue
arising from both taxable and tax-exempt sources. The FTE basis assumes a
federal statutory tax rate of 21 percent. We encourage readers to consider the
Unaudited Condensed Consolidated Financial Statements and other financial
information contained in this Form 10-Q in their entirety, and not to rely on
any single financial measure.
Non-Regulatory Capital Ratios
In addition to capital ratios defined by banking regulators, the Company
considers various other measures when evaluating capital utilization and
adequacy, including:
• Tangible common equity to tangible assets,


• Tangible equity to tangible assets, and

• Tangible common equity to risk-weighted assets using Basel III definitions.




These non-regulatory capital ratios are viewed by management as useful
additional methods of reflecting the level of capital available to withstand
unexpected market conditions. Additionally, presentation of these ratios allows
readers to compare our capitalization to other financial services companies.
These ratios differ from capital ratios defined by banking regulators
principally in that the numerator excludes goodwill and other intangible assets,
the nature and extent of which varies among different financial services
companies. These ratios are not defined in GAAP or federal banking regulations.
As a result, these non-regulatory capital ratios disclosed by the Company are
considered non-GAAP financial measures.
Because there are no standardized definitions for these non-regulatory capital
ratios, the Company's calculation methods may differ from those used by other
financial services companies. Also, there may be limits in the usefulness of
these measures to investors. As a result, we encourage readers to consider the
Unaudited Condensed Consolidated Financial Statements and other financial
information contained in this Form 10-Q in their entirety, and not to rely on
any single financial measure.
Risk Factors
More information on risk can be found in Item 1A Risk Factors below and in the
Risk Factors section included in Item 1A of our 2019 Form 10-K. Additional
information regarding risk factors can also be found in the Risk Management and
Capital discussion of this report.
Critical Accounting Policies and Use of Significant Estimates
Our Consolidated Financial Statements are prepared in accordance with GAAP. The
preparation of financial statements in conformity with GAAP requires us to
establish accounting policies and make estimates that affect amounts reported in
our Consolidated Financial Statements. Note 1 of the Notes to Consolidated
Financial

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Statements included in our December 31, 2019 Form 10-K, as supplemented by this
report including this MD&A, describes the significant accounting policies we
used in our Consolidated Financial Statements.
An accounting estimate requires assumptions and judgments about uncertain
matters that could have a material effect on the Consolidated Financial
Statements. Estimates are made under facts and circumstances at a point in time,
and changes in those facts and circumstances could produce results substantially
different from those estimates. Our most significant accounting estimates relate
to our ACL, valuation of financial instruments, contingent liabilities, income
taxes, and deferred tax assets/liabilities. These significant accounting
estimates and their related application are discussed in our December 31, 2019
Form 10-K.
Allowance for Credit Losses
Our ACL at March 31, 2020 represents our current estimate of the lifetime credit
losses expected from our loan and lease portfolio and our unfunded loan
commitments and letters of credit. Management estimates the allowance for credit
losses by projecting probability of default, loss given default and exposure at
default conditional on economic parameters, for the remaining contractual term.
Internal factors that impact the quarterly allowance estimate include the level
of outstanding balances, the portfolio performance and assigned risk ratings.
Key external economic parameters that directly impact our loss modeling
framework include forecasted footprint unemployment rates, interest rates,
Consumer Confidence Index, FHFA House Pricing Index and Gross Domestic Product.
We regularly review our ACL for appropriateness by performing on-going
evaluations of the loan and lease portfolio. In doing so, we consider factors
such as the differing economic risks associated with each loan category, the
financial condition of specific borrowers, the level of delinquent loans, the
value of any collateral and, where applicable, the existence of any guarantees
or other documented support. We also evaluate the impact of changes in key
economic parameters and overall economic conditions on the ability of borrowers
to meet their financial obligations when quantifying our exposure to credit
losses and assessing the appropriateness of our ACL at each reporting date.
There is no certainty that our ACL will be appropriate over time to cover losses
in our portfolio as economic and market conditions may ultimately differ from
our reasonable and supportable forecast. Additionally, events adversely
affecting specific customers, industries, or our markets such as the current
COVID-19 pandemic, could severely impact our current expectations. If the credit
quality of our customer base materially deteriorates or the risk profile of a
market, industry, or group of customers changes materially, our net income and
capital could be materially adversely affected which, in turn could have a
material adverse effect on our financial condition and results of operations.
The extent to which the current COVID-19 pandemic has and will continue to
negatively impact our businesses, financial condition, liquidity and results
will depend on future developments, which are highly uncertain and cannot be
forecasted with precision at this time. For more information, see Note 5
"  Allowance for Credit Losses  " of the Notes to Unaudited Condensed
Consolidated Financial Statements.
Fair Value Measurement
Certain assets and liabilities are measured at fair value on a recurring basis
and include trading securities, available-for-sale securities, other securities,
loans held for sale, loans held for investment, MSRs and derivative instruments.
Assets and liabilities carried at fair value inherently include subjectivity and
may require the use of significant assumptions, adjustments and judgment. A
significant change in assumptions may result in a significant change in fair
value, which in turn, may result in a higher degree of financial statement
volatility. Significant adjustments and assumptions used in determining fair
value include, but are not limited to, market liquidity and credit quality,
where appropriate. Valuations of products using models or other techniques are
sensitive to assumptions used for the significant inputs.
A significant portion of our assets and liabilities that are reported at fair
value are measured based on quoted market prices or observable market /
independent inputs and are classified within levels 1 and 2. Instruments valued
using internally developed valuation models and other valuation techniques that
use significant unobservable inputs are classified within level 3 of the
valuation hierarchy.
At the end of each quarter, we assess the valuation hierarchy for each asset or
liability measured. As necessary, assets or liabilities may be transferred
within hierarchy levels due to changes in availability of

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observable market inputs at the measurement date. The fair values measured at
each level of the fair value hierarchy, additional discussion regarding fair
value measurements, and a brief description of how fair value is determined for
categories that have unobservable inputs, can be found in Note 11 "  Fair Values
of Assets and Liabilities  " of the Notes to Unaudited Condensed Consolidated
Financial Statements.
Goodwill
The emergence of COVID-19 as a global pandemic during the 2020 first quarter has
resulted in significant deterioration of the economic environment which has
impacted expected earnings. As a result, management performed a qualitative
assessment of the goodwill balance at March 31, 2020. The result of this
assessment indicated that it was probable that the fair value of each of our
reporting units continues to exceed the respective carrying values and therefore
management determined that a full goodwill test was not warranted. Goodwill
assessments are highly sensitive to economic projections and the related
assumptions and estimates used by management. In the event of a prolonged
economic downturn or further deterioration in the economic outlook, continued
assessments of our goodwill balance will likely be required in future periods.
Any impairment charge would not affect Huntington's regulatory capital ratios,
tangible common equity ratio or liquidity position.
Recent Accounting Pronouncements and Developments
Note 2 "  Accounting Standards Update  " of the Notes to Unaudited Condensed
Consolidated Financial Statements discusses new accounting pronouncements
adopted during 2020 and the expected impact of accounting pronouncements
recently issued but not yet required to be adopted. To the extent the adoption
of new accounting standards materially affects financial condition, results of
operations, or liquidity, the impacts are discussed in the applicable section of
this MD&A and the Notes to Unaudited Condensed Consolidated Financial
Statements.

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