UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2011
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of registrant as specified in its charter)
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| Maryland
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1-34073
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31-0724920 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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Huntington Center
41 South High Street
Columbus, Ohio
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43287 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (614) 480-8300
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On July 21, 2011, Huntington Bancshares Incorporated (“Huntington”) issued a news release
announcing its earnings for the quarter ended June 30, 2011. Also on July 21, 2011, Huntington
made a Quarterly Performance Discussion and Financial Review available on its web site,
www.huntington-ir.com.
Huntington’s senior management will host an earnings conference call July 21, 2011, at 10:00
a.m. (Eastern Time). The call may be accessed via a live Internet webcast at www.huntington-ir.com
or through a dial-in telephone number at 800-267-7495, conference ID 77279999. Slides will be
available at www.huntington-ir.com just prior to the call. A replay of the web cast will be
archived in the Investor Relations section of Huntington’s web site at www.huntington.com. A
telephone replay will be available two hours after the completion of the call through July 29,
2011, at 800-642-1687; conference call ID 77279999.
The information contained or incorporated by reference in this Current Report on Form 8-K
contains certain forward-looking statements, including certain plans, expectations, goals,
projections, and statements, which are subject to numerous assumptions, risks, and uncertainties.
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.
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: (1) worsening of credit quality
performance due to a number of factors such as the underlying value of the collateral could prove
less valuable than otherwise assumed and assumed cash flows may be worse than expected; (2) changes
in economic conditions; (3) movements in interest rates; (4) competitive pressures on product
pricing and services; (5) success, impact, and timing of our business strategies, including market
acceptance of any new products or services introduced to implement our “Fair Play” banking
philosophy; (6) changes in accounting policies and principles and the accuracy of our assumptions
and estimates used to prepare our financial statements; (7) extended disruption of vital
infrastructure; (8) the final outcome of significant litigation; (9) the nature, extent, and timing
of governmental actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer
Protection Act, as well as future regulations which will be adopted by the relevant regulatory
agencies, including the Consumer Financial Protection Bureau (CFPB), to implement the Act’s
provisions; and (10) the outcome of judicial and regulatory decisions regarding practices in the
residential mortgage industry, including among other things the processes followed for foreclosing
residential mortgages. Additional factors that could cause results to differ materially from those
described above can be found in Huntington’s 2010 Annual Report on Form 10-K, and documents
subsequently filed by Huntington with the Securities and Exchange Commission. All forward-looking
statements included in this document are based on information available at the time of the release.
Huntington assumes no obligation to update any forward-looking statement.
Exhibit 99.3 includes certain ratios, specifically the tangible common equity ratio, and the
Tier 1 common risk-based capital ratio, which are non-GAAP financial measures. These non-GAAP
financial measures are included in this report because the Federal Reserve indicated that as part
of their Supervisory Capital Assessment Program (SCAP), a year-end 2010 Tier 1 common risk-based
capital ratio of 4.0% would be needed. Although Huntington is not one of the SCAP bank holding
companies, the market has accepted this as a “de facto” standard for being adequately capitalized
since 10 of the 19 bank holding companies included in SCAP were directed to increase their capital
levels to meet this targeted threshold. Other companies may calculate these financial measures
differently. Risk-weighted assets are calculated under regulatory capital rules applicable to us
as discussed more fully on page 7 of our Form 10-K. The tangible common equity ratio, tangible
assets, and Tier 1 common risk-based capital ratio were calculated as follows:
Capital Adequacy Reconciliations
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2011 |
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2010 |
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| (in millions) |
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June 30, |
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March 31, |
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December 31, |
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September 30, |
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June 30, |
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Tangible common equity to asset ratio: |
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Total shareholders’ equity |
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$ |
5,253 |
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$ |
5,039 |
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$ |
4,981 |
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$ |
5,567 |
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$ |
5,438 |
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Shareholders’ preferred equity |
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(363 |
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(363 |
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(363 |
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(1,700 |
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(1,696 |
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4,890 |
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4,676 |
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4,618 |
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3,867 |
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3,742 |
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Goodwill |
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(444 |
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(444 |
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(444 |
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(444 |
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(444 |
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Intangible assets |
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(202 |
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(215 |
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(229 |
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(244 |
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(259 |
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Intangible asset deferred tax liability (1) |
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71 |
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75 |
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80 |
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85 |
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91 |
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Total tangible common equity |
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$ |
4,315 |
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$ |
4,092 |
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$ |
4,025 |
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$ |
3,264 |
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$ |
3,130 |
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Total assets |
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$ |
53,050 |
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$ |
52,949 |
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$ |
53,820 |
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$ |
53,247 |
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$ |
51,771 |
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Goodwill |
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(444 |
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(444 |
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(444 |
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(444 |
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(444 |
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Other intangible assets |
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(202 |
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(215 |
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(229 |
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(244 |
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(259 |
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Intangible asset deferred tax liability (1) |
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71 |
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75 |
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80 |
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85 |
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91 |
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Total tangible assets |
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$ |
52,475 |
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$ |
52,365 |
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$ |
53,227 |
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$ |
52,644 |
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$ |
51,159 |
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Tangible common equity to asset ratio |
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8.22 |
% |
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7.81 |
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7.56 |
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6.20 |
% |
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6.12 |
% |
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Tier 1 common risk-based capital ratio (2) |
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Tier 1 capital |
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$ |
5,353 |
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$ |
5,179 |
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$ |
5,022 |
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$ |
5,480 |
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$ |
5,317 |
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Shareholders’ preferred equity |
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(363 |
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(363 |
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(363 |
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(1,700 |
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(1,696 |
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Trust preferred securities |
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(565 |
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(570 |
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(570 |
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(570 |
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(570 |
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REIT preferred stock |
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(50 |
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(50 |
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(50 |
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(50 |
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(50 |
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Tier 1 common |
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$ |
4,375 |
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$ |
4,196 |
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$ |
4,039 |
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$ |
3,160 |
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$ |
3,001 |
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Risk weighted assets |
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$ |
44,081 |
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$ |
43,025 |
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$ |
43,471 |
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$ |
42,759 |
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$ |
42,486 |
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Tier 1 common risk-based capital ratio |
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9.92 |
% |
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9.75 |
% |
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9.29 |
% |
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7.39 |
% |
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7.06 |
% |
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| (1) |
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Intangible assets are net of deferred tax liability, and calculated assuming a 35%
tax rate. |
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| (2) |
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June 30, 2011 figures are estimated. |
The information contained or incorporated by reference in Item 2.02 of this Form 8-K
shall be treated as “furnished” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended.
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| Item 9.01. |
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Financial Statements and Exhibits. |
The exhibits referenced below shall be treated as “furnished” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended.
(d) Exhibits.
| |
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| Exhibit 99.1 —
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News release of Huntington Bancshares Incorporated, dated July 21, 2011. |
| Exhibit 99.2 —
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Quarterly Performance Discussion, June 2011. |
| Exhibit 99.3 —
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Quarterly Financial Review, June 2011. |