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, 2015

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



	At December 31,
(dollar amounts in thousands)	2015		2014
The Parent Company:
Senior Notes:
2.64% Huntington Bancshares Incorporated senior note due 2018	$	400,544	$	398,924
Subordinated Notes:
Fixed 7.00% subordinated notes due 2020	328,185		330,105
Huntington Capital I Trust Preferred 1.03% junior subordinated debentures due 2027 (1)	111,816		111,816
Sky Financial Capital Trust IV 1.73% junior subordinated debentures due 2036 (3)	74,320		74,320
Sky Financial Capital Trust III 2.01% junior subordinated debentures due 2036 (3)	72,165		72,165
Huntington Capital II Trust Preferred 1.14% junior subordinated debentures due 2028 (2)	54,593		54,593
Camco Statutory Trust I 2.95% due 2037 (4)	4,212		4,181
Total notes issued by the parent	1,045,835		1,046,104
The Bank:
Senior Notes:
2.24% Huntington National Bank senior note due 2018	845,016		—
2.10% Huntington National Bank senior note due 2018	750,035		—
1.75% Huntington National Bank senior note due 2018	502,822		—
2.23% Huntington National Bank senior note due 2017	502,549		499,759
2.43% Huntington National Bank senior note due 2020	500,646		—
2.97% Huntington National Bank senior note due 2020	500,489		—
1.43% Huntington National Bank senior note due 2019	500,292		499,760
1.31% Huntington National Bank senior note due 2016	498,925		497,477
1.40% Huntington National Bank senior note due 2016	349,793		349,499
0.74% Huntington National Bank senior note due 2017 (5)	250,000		250,000
5.04% Huntington National Bank medium-term notes due 2018	37,535		38,541
Subordinated Notes:
6.67% subordinated notes due 2018	136,237		140,115
5.59% subordinated notes due 2016	103,357		105,731
5.45% subordinated notes due 2019	83,833		85,783
Total notes issued by the bank	5,561,529		2,466,665
FHLB Advances:
3.46% weighted average rate, varying maturities greater than one year	7,802		758,052
Other:
Huntington Technology Finance nonrecourse debt, 4.21% effective interest rate, varying maturities	301,577		—
Huntington Technology Finance ABS Trust 2014 1.35% due 2020	123,577		—
Huntington Technology Finance ABS Trust 2012 1.79% due 2017	27,153		—
Other	141		65,141
Total other	452,448		65,141

Total long-term debt	$	7,067,614	$	4,335,962


(1)	Variable effective rate at December 31, 2015, based on three-month LIBOR +0.70%.


(2)	Variable effective rate at December 31, 2015, based on three-month LIBOR +0.625%.


(3)	Variable effective rate at December 31, 2015, based on three-month LIBOR +1.40%.


(4)	Variable effective rate at December 31, 2015, based on three-month LIBOR +1.33%.


(5)	Variable effective rate at December 31, 2015, based on three-month LIBOR +0.425%.

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 November 2015, the Bank issued $850 million of senior notes at 99.88% of face value. The senior bank note issuances mature on November 6, 2018 and have a fixed coupon rate of 2.20%. The senior notes may be redeemed one month prior to maturity date at 100% of principal plus accrued and unpaid interest.

In August 2015, the Bank issued $500 million of senior notes at 99.58% of face value. The senior bank note issuances mature on August 20, 2020 and have a fixed coupon rate of 2.88%.

In June 2015, the Bank issued $750 million of senior notes at 99.71% of face value. The senior bank note issuances mature on June 30, 2018 and have a fixed coupon rate of 2.00%.

On March 31, 2015, Huntington completed its acquisition of Huntington Technology Finance. As part of the acquisition, Huntington assumed $293 million of non-recourse debt with various financial institutions and maturity dates. The effective interest rate on the non-recourse debt is 3.20%. Huntington also assumed $255 million of debt associated with two securitizations. The securitization debt has various classes and associated maturity dates and has an effective interest rate of 1.70%.

In February 2015, the Bank issued $500 million of senior notes at 99.86% of face value. The senior bank note issuances mature on February 26, 2018 and have a fixed coupon rate of 1.70%. Also, in February 2015, the Bank issued $500 million of senior notes at 99.87% of face value. The senior bank note issuances mature on April 1, 2020 and have a fixed coupon rate of 2.40%. Both senior note issuances may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest.

In April 2014, the Bank issued $500 million of senior notes at 99.842% of face value. The senior note issuances mature on April 24, 2017 and have a fixed coupon rate of 1.375%. In April 2014, the Bank also issued $250 million of senior notes at 100% of face value. The senior bank note issuances mature on April 24, 2017 and have a variable coupon rate equal to the three-month LIBOR plus 0.425%. Both senior note issuances may be redeemed one month prior to their maturity date at 100% of principal plus accrued and unpaid interest.

In February 2014, the Bank issued $500.0 million of senior notes at 99.842% of face value. The senior bank note issuances mature on April 1, 2019 and have a fixed coupon rate of 2.20%. The senior note issuance may be redeemed one month prior to the maturity date at 100% of principal plus accrued and unpaid interest.

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



dollar amounts in thousands	2016		2017		2018		2019		2020		Thereafter		Total
The Parent Company:
Senior notes	$	—	$	—	$	400,000	$	—	$	—	$	—	$	400,000
Subordinated notes	—		—		—		—		300,000		318,049		618,049
The Bank:
Senior notes	850,000		750,000		2,135,000		500,000		1,000,000		—		5,235,000
Subordinated notes	103,009		—		125,539		75,716		—		—		304,264
FHLB Advances	—		100		1,163		348		2,458		3,921		7,990
Other	144,095		96,715		110,116		43,340		51,537		10,595		456,398
Total	$	1,097,104	$	846,815	$	2,771,818	$	619,404	$	1,353,995	$	332,565	$	7,021,701

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, 2015, Huntington was in compliance with all such covenants.