Huntington Bancshares Incorporated Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

LONG-TERM DEBT

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2017

Huntington’s long-term debt consisted of the following:



	At December 31,
(dollar amounts in millions)	2017		2016
The Parent Company:
Senior Notes:
3.19% Huntington Bancshares Incorporated medium-term notes due 2021	$	969	$	973
2.33% Huntington Bancshares Incorporated senior note due 2022	953		954
2.64% Huntington Bancshares Incorporated senior note due 2018	399		399
Subordinated Notes:
7.00% Huntington Bancshares Incorporated subordinated notes due 2020	312		320
3.55% Huntington Bancshares Incorporated subordinated notes due 2023	245		248
Sky Financial Capital Trust IV 3.09% junior subordinated debentures due 2036 (1)	74		74
Sky Financial Capital Trust III 3.09% junior subordinated debentures due 2036 (1)	72		72
Huntington Capital I Trust Preferred 2.39% junior subordinated debentures due 2027 (2)	69		69
Huntington Capital II Trust Preferred 2.32% junior subordinated debentures due 2028 (3)	31		32
Camco Financial Statutory Trust I 3.02% due 2037 (4)	4		4
Total notes issued by the parent	3,128		3,145
The Bank:
Senior Notes:
2.24% Huntington National Bank senior notes due 2018	844		844
2.10% Huntington National Bank senior notes due 2018	748		747
2.47% Huntington National Bank senior notes due 2020	694		—
2.55% Huntington National Bank senior notes due 2022	685		—
2.43% Huntington National Bank senior notes due 2020	498		498
2.23% Huntington National Bank senior note due 2019	497		500
1.75% Huntington National Bank senior notes due 2018	496		500
2.97% Huntington National Bank senior notes due 2020	492		495
2.20% Huntington National Bank senior notes due 2020 (5)	300		—
5.04% Huntington National Bank medium-term notes due 2018	35		36
2.23% Huntington National Bank senior note due 2017	—		499
1.42% Huntington National Bank senior notes due 2017 (6)	—		250
Subordinated Notes:
3.86% Huntington National Bank subordinated notes due 2026	238		239
6.67% Huntington National Bank subordinated notes due 2018	129		132
5.45% Huntington National Bank subordinated notes due 2019	77		81
Total notes issued by the bank	5,733		4,821
FHLB Advances:
3.51% weighted average rate, varying maturities greater than one year	7		8
Other:
Huntington Technology Finance nonrecourse debt, 3.63% effective interest rate, varying maturities	263		278
3.57% Huntington Preferred Capital II - Class F securities (7)	75		—
Huntington Technology Finance ABS Trust 2014 1.70% due 2020	—		57
Total other	338		335
Total long-term debt	$	9,206	$	8,309


(1)	Variable effective rate at December 31, 2017, based on three-month LIBOR +1.400%.


(2)	Variable effective rate at December 31, 2017, based on three-month LIBOR +0.70%


(3)	Variable effective rate at December 31, 2017, based on three-month LIBOR +0.625%.


(4)	Variable effective rate at December 31, 2017, based on three-month LIBOR +1.33%.


(5)	Variable effective rate at December 31, 2017, based on three-month LIBOR + 0.51%


(6)	Variable effective rate at December 31, 2017, based on three-month LIBOR +0.425%.


(7)	Variable effective rate at December 31, 2017, based on three-month LIBOR + 1.880%.

Amounts above are net of unamortized discounts and adjustments related to hedging with derivative financial instruments. The derivative instruments, principally interest rate swaps, are used to hedge the fair values of certain fixed-rate debt by converting the debt to a variable rate. See Note 18 for more information regarding such financial instruments.

In March 2017, the Bank issued $0.7 billion of senior notes at 99.994% of face value. The senior notes mature on March 10, 2020 and have a fixed coupon rate of 2.375%. The senior notes may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest. Also, in March 2017, the Bank issued $0.3 billion of senior notes at 100% of face value. The senior notes mature on March 10, 2020 and have a variable coupon rate of three month LIBOR + 51 basis points.

In August 2017, the Bank issued $0.7 billion of senior notes at 99.762% of face value. The senior notes mature on August 7, 2022 and have a fixed coupon rate of 2.50%. The senior notes may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest.

In August 2016, FirstMerit Parent Company and Bank subordinated debt with a fair value totaling $520 million was acquired by Huntington as part of the acquisition.

In August 2016, Huntington issued $1.0 billion of senior notes at 99.849% of face value. The senior notes mature on January 14, 2022 and have a fixed coupon rate of 2.3%.

In March 2016, Huntington issued $1.0 billion of senior notes at 99.803% of face value. The senior notes mature on March 14, 2021 and have a fixed coupon rate of 3.15%.

Long-term debt maturities for the next five years and thereafter are as follows:



(dollar amounts in millions)	2018		2019		2020		2021		2022		Thereafter		Total
The Parent Company:
Senior notes	$	400	$	—	$	—	$	1,000	$	1,000	$	—	$	2,400
Subordinated notes	—		—		300		—		—		504		804
The Bank:
Senior notes	2,135		500		2,000		—		700		—		5,335
Subordinated notes	125		76		—		—		—		325		526
FHLB Advances	1		—		2		—		—		4		7
Other	27		43		95		48		50		—		263
Total	$	2,688	$	619	$	2,397	$	1,048	$	1,750	$	833	$	9,335

These maturities are based upon the par values of the long-term debt.

The terms of the long-term debt obligations contain various restrictive covenants including limitations on the acquisition of additional debt in excess of specified levels, dividend payments, and the disposition of subsidiaries. As of December 31, 2017, Huntington was in compliance with all such covenants.