Bond Huntington Bankcorp 2.625% ( US446150AQ78 ) in USD

Issuer Huntington Bankcorp
Market price 100 %  ▲ 
Country  United States
ISIN code  US446150AQ78 ( in USD )
Interest rate 2.625% per year ( payment 2 times a year)
Maturity 06/08/2024 - Bond has expired



Prospectus brochure of the bond Huntington Bancshares US446150AQ78 in USD 2.625%, expired


Minimal amount 2 000 USD
Total amount 800 000 000 USD
Cusip 446150AQ7
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Detailed description Huntington Bancshares Incorporated is a regional bank holding company operating primarily in the Midwest and parts of the East Coast of the United States, offering a wide range of financial services to individuals and businesses.

A noteworthy fixed-income instrument, the Huntington Bancshares Bond, identified by ISIN US446150AQ78 and CUSIP 446150AQ7, recently concluded its lifecycle within the debt capital markets. Issued from the United States, this particular bond, denominated in US Dollars, was characterized by a fixed coupon rate of 2.625%, with interest payments distributed semi-annually. The original issuance comprised a substantial aggregate principal amount of $800,000,000, with a minimum purchase lot set at $2,000, catering to a broad range of investors. Huntington Bancshares, the issuer, stands as a prominent regional bank holding company in the United States, offering a diverse array of financial products and services, including commercial banking, retail banking, wealth management, and mortgage banking, primarily across the Midwest and other selected regions. Its operational stability and market position are typically reflected in its creditworthiness, as evidenced by this specific bond's ratings: a 'BBB+' from Standard & Poor's and a 'Baa1' from Moody's Investors Service, both signifying investment-grade quality. It is important to note that as of its scheduled maturity date of August 6, 2024, this bond has successfully reached its full term and has been fully redeemed, with its market price at maturity recorded at 100% of its face value.







424B2
424B2 1 d725449d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No.: 333-232886
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
Title of each class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
2.625% Senior Notes due 2024

$800,000,000

99.781%

$798,248,000

$96,747.66


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 30, 2019)

Huntington Bancshares Incorporated
$800,000,000 2.625% Senior Notes due 2024


We will pay interest on the notes at an annual rate equal to 2.625% and will pay interest semiannually on February 6 and August 6 of each year, beginning on
February 6, 2020. The notes will mature on August 6, 2024 and will accrue interest from August 6, 2019.
The notes will not be subject to redemption at our option at any time prior to July 6, 2024 (one month prior to their maturity date). At any time on or after
July 6, 2024, we may, at our option, upon not less than 30 or more than 60 days' prior notice, redeem all or any portion of the notes at a redemption price equal to
100% of the principal amount of the notes to be redeemed. Holders of any notes redeemed will also receive accrued and unpaid interest thereon to the date of
redemption. The notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be entitled to any sinking fund. See
"Description of Notes--Redemption" in this prospectus supplement.
The notes will be unsecured and unsubordinated obligations of Huntington Bancshares Incorporated, a Maryland corporation, and will rank equally with all of
our other unsecured and unsubordinated indebtedness. The notes will not be guaranteed by any of our subsidiaries. See "Description of Notes" in this prospectus
supplement.
The notes will be issued only in registered book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement and "Item
1A--Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2018 and "Item 1A: Risk Factors"
of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, each of which is filed with
the U.S. Securities and Exchange Commission (the "SEC"), to read about factors you should consider before investing in the
notes.

Proceeds, Before
Price to
Underwriting
Expenses, to


Public(1)

Discount

Huntington(1)
Per Note


99.781%

0.350%

99.431%
Total

$798,248,000
$ 2,800,000
$
795,448,000

(1)
Plus accrued interest, if any, from August 6, 2019, if settlement occurs after that date.
None of the SEC, any state securities commission, the Federal Deposit Insurance Corporation ("FDIC"), the Board of Governors of the Federal Reserve
System (the "Federal Reserve") nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured by the FDIC or any other
governmental agency or instrumentality.
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or
about August 6, 2019.
Our affiliates may use this prospectus supplement and the accompanying prospectus in connection with offers and sales of the notes in the secondary market.
These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale.


Joint Book-Running Managers

Goldman Sachs & Co. LLC

BofA Merrill Lynch

Citigroup

Huntington Capital Markets
Co-Managers

Credit Suisse

MUFG


Prospectus Supplement dated July 30, 2019
Table of Contents
TABLE OF CONTENTS


Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-iv
PROSPECTUS SUMMARY
S-1
SUMMARY OF THE OFFERING
S-2
RISK FACTORS
S-5
CAPITALIZATION
S-7
USE OF PROCEEDS
S-8
DESCRIPTION OF NOTES
S-9
BOOK-ENTRY, DELIVERY AND FORM
S-18
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-23
CERTAIN ERISA CONSIDERATIONS
S-27
UNDERWRITING (CONFLICTS OF INTEREST)
S-29
VALIDITY OF THE NOTES
S-36
EXPERTS
S-36
PROSPECTUS



Page
RISK FACTORS


1
ABOUT THIS PROSPECTUS


1
WHERE YOU CAN FIND MORE INFORMATION


2
INFORMATION INCORPORATED BY REFERENCE


3
FORWARD-LOOKING STATEMENTS


4
HUNTINGTON BANCSHARES INCORPORATED


4
SECURITIES WE MAY OFFER


5
USE OF PROCEEDS


6
PLAN OF DISTRIBUTION


6
LEGAL MATTERS


8
EXPERTS


8

S-i
Table of Contents
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part
is the prospectus, which describes more general information, some of which may not apply to this offering. You should read both this prospectus
supplement and the accompanying prospectus, together with additional information described below under the heading "Where You Can Find More
Information."
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to "Huntington," "we," "us," "our,"
the "Issuer" or similar references mean Huntington Bancshares Incorporated, a Maryland corporation, and its successors and include our consolidated
subsidiaries only where specifically so stated. When we refer to the "Bank" in this document, we mean our only bank subsidiary, The Huntington National
Bank, and its subsidiaries.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you
should rely on the information set forth in this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dollars.
We have not, and the underwriters and their affiliates and agents have not, authorized any person to provide any information or represent anything
about us other than what is contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free writing
prospectus prepared by or on behalf of us or to which we have referred you. We do not, and the underwriters and their affiliates and agents do not, take any
responsibility for, and can provide no assurance as to the reliability of, information that others may provide you. You should assume that information
contained in this prospectus supplement, the accompanying prospectus, any related free writing prospectus prepared by us or on our behalf and the
documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may
have changed since those dates. This prospectus supplement and the accompanying prospectus are not an offer to sell or solicitation of an offer to buy notes
in any circumstances under which the offer or solicitation is unlawful.

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements, and other information with the SEC. Our SEC filings are available to the public over
the internet at the SEC's website at http://www.sec.gov and on the investor relations page of our website at http://www.huntington.com. Except for those
SEC filings incorporated by reference in this prospectus supplement, none of the other information on our website is part of this prospectus supplement.
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus
supplement and information that we subsequently file with the SEC will automatically update and supersede the information in this prospectus supplement
and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future
filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the "Exchange Act," until the
termination of the offering of the notes (in each case, except as specifically included below, other than information that is deemed, under SEC rules, not to
have been filed):

·
Our Annual Report on Form 10-K for the year ended December 31, 2018 (including information specifically incorporated by reference into

our Annual Report on Form 10-K for the year ended December 31, 2018 from our definitive proxy statement filed on March 7, 2019);


·
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019; and

·
Our Current Reports on Form 8-K filed on January 17, 2019, January 22, 2019, April 19, 2019, April 23, 2019, May 14, 2019, June 11,

2019, June 27, 2019 and July 19, 2019.
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing or calling us at the following address:
Investor Relations
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Phone: (614) 480-5676

S-iii
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference contain 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, as
amended, or the "Securities Act," Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended.
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; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global
capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact and timing of our business
strategies, including market acceptance of any new products or services 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 Office of the Comptroller of the Currency,
Federal Reserve, FDIC and Consumer Financial Protection Bureau; and other factors that may affect our future results. Additional factors that could cause
results to differ materially from those described above can be found in our 2018 Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2019 and June 30, 2019, and documents subsequently filed by us with the SEC. We assume no obligation to update any
forward-looking statements. The foregoing list of factors is not exhaustive. For discussion of these and other factors that may cause actual results to differ
from expectations, look under the captions "Forward-Looking Statements" and "Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2018 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, as filed with the SEC, and in this
prospectus supplement and the accompanying prospectus.
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. Please carefully review and consider the various disclosures
made in this document, in the accompanying prospectus and in our other reports filed with the SEC for more information about the risks and other factors
that may affect our business, results of operations, financial condition or prospects.

S-iv
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus and does not contain all the information that you need to consider in making your investment decision. You should carefully read this
entire prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents incorporated herein and therein
by reference, before deciding whether to invest in the notes. You should pay special attention to the "Risk Factors" section of this prospectus
supplement and contained in our Annual Report on Form 10-K for the year ended December 31, 2018 and in our Quarterly Reports on Form 10-Q
for the quarter ended March 31, 2019 and June 30, 2019 to determine whether an investment in the notes is appropriate for you.
Huntington Bancshares Incorporated
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 serving 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
868 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.
As a registered financial holding company, we are subject to the supervision of the Federal Reserve. We are required to file with the Federal
Reserve reports and other information regarding our business operations and the business operations of our subsidiaries.
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
As of June 30, 2019, we had, on a consolidated basis, total assets of approximately $108.2 billion, total deposits of approximately $80.9 billion
and total shareholders' equity of approximately $11.7 billion.
Our principal executive offices are located at 41 South High Street, Columbus, Ohio 43287, and our telephone number is (614) 480-8300.

S-1
Table of Contents
SUMMARY OF THE OFFERING
The following summary contains basic information about the notes and this offering and is not intended to be complete. It does not contain all
the information that you should consider before deciding whether to invest in the notes. For a complete understanding of the notes, you should read
the section of this prospectus supplement entitled "Description of Notes."

Issuer
Huntington Bancshares Incorporated, a Maryland corporation and a financial holding
company.

Notes Offered
$800,000,000 aggregate principal amount of 2.625% Senior Notes due 2024.

Issue Date
August 6, 2019.

Maturity Date
August 6, 2024.

Interest Rate; Interest Payment Dates
We will pay interest on the notes at an annual rate equal to 2.625% and will pay such interest
on February 6 and August 6 of each year (each an "interest payment date"), beginning on
February 6, 2020. Interest will accrue from August 6, 2019.

Record Date
January 22 and July 22.

Day Count Convention
30/360

No Guarantees
The notes are not guaranteed by any of our subsidiaries. As a result, the notes will be
structurally subordinated to the liabilities of our subsidiaries as discussed below under
"Description of Notes--Ranking."

Ranking
The notes will be unsecured and unsubordinated obligations, will rank equally with all of our
other unsecured and unsubordinated indebtedness and will be effectively subordinated to our
existing and future secured indebtedness, to the extent of the value of the collateral securing
such indebtedness, and structurally subordinated to the existing and future indebtedness of
our subsidiaries. As of June 30, 2019, our subsidiaries had, in the aggregate, outstanding debt
and other liabilities, including deposits, of approximately $96.6 billion. All of such debt and
other liabilities would rank structurally senior to the notes in case of liquidation or otherwise.
As of June 30, 2019, Huntington Bancshares Incorporated (parent company only) had
approximately $2.5 billion of outstanding senior debt and approximately $0.8 billion of
outstanding subordinated and junior subordinated debt.

The indenture pursuant to which we will issue the notes does not limit the amount of

additional indebtedness we or our subsidiaries may incur.

S-2
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
Table of Contents
Redemption/Repayment
The notes will not be subject to redemption at our option at any time prior to July 6,
2024 (one month prior to their maturity date). At any time on or after July 6, 2024, we may,
at our option, upon not less than 30 or more than 60 days' prior notice, redeem all or any
portion of the notes at a redemption price equal to 100% of the principal amount of the notes
to be redeemed. Holders of any notes redeemed will also receive accrued and unpaid interest
thereon to the date of redemption.

The notes will not be subject to repayment at the option of the holder at any time prior to

maturity.

Sinking Fund
There is no sinking fund for the notes.

Further Issuance
The notes will initially be limited to an aggregate principal amount of $800,000,000. We
may, without your consent, increase the principal amount of the notes by issuing an unlimited
principal amount of additional notes in the future on the same terms and conditions as the
notes offered hereby, except for any differences in the issue date, issue price and interest
accrued prior to the date thereof, and with the same CUSIP number as the notes offered
hereby; provided that if any additional notes are not fungible with the notes offered hereby
for U.S. federal income tax purposes, such additional notes will be issued under a separate
CUSIP number.

Use of Proceeds
The net proceeds to us from the sale of the notes, after the deduction of the underwriting
discount and estimated expenses payable by us, will be approximately $793,421,500, and
will be used by us for general corporate purposes, which may include, among other things,
funding asset growth of our subsidiaries.

Form and Denomination
The notes will be offered in book-entry form through the facilities of The Depository Trust
Company in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof. Investors may elect to hold interests in the notes through Clearstream Banking,
société anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, if they
are participants in these systems, or indirectly through organizations which are participants in
these systems.

Listing
The notes will not be listed on any securities exchange.

Governing Law
The notes and the indenture pursuant to which we will issue the notes will be governed by
the laws of the State of New York.

Risk Factors
See "Risk Factors" beginning on page S-5 of this prospectus supplement and the other
information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of factors you should consider carefully before
deciding to invest in the notes.

Trustee
Deutsche Bank Trust Company Americas.

S-3
Table of Contents
Conflicts of Interest
Our affiliate, The Huntington Investment Company, is a member of FINRA and is
participating in the distribution of the notes. The distribution arrangements for this offering
comply with the requirements of FINRA Rule 5121, regarding a FINRA member firm's
participation in the distribution of securities of an affiliate. In accordance with that rule, no
FINRA member firm that has a "conflict of interest," as defined therein, may make sales in
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
this offering to any discretionary account without the prior approval of the customer.

S-4
Table of Contents
RISK FACTORS
An investment in our notes involves certain risks. You should carefully consider the risks described below and the risk factors included in our Annual
Report on Form 10-K for the year ended December 31, 2018 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and
June 30, 2019, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus,
before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these
risks. This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in any forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in
this prospectus supplement and the accompanying prospectus.
The notes are our obligations and not obligations of our subsidiaries and will be structurally subordinated to the claims of our subsidiaries' creditors.
The notes are exclusively our obligations and not those of our subsidiaries. We are a holding company that conducts substantially all of our
operations through our bank and non-bank subsidiaries. As a result, our ability to make payments on the notes will depend primarily upon the receipt of
dividends and other distributions from our subsidiaries. If we do not receive sufficient cash dividends and other distributions from our subsidiaries, it is
unlikely that we will have sufficient funds to make payments on the notes.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the notes or to provide us with
funds to pay our obligations on the notes, whether by dividends, distributions, loans or other payments. In addition, any dividend payments, distributions,
loans or advances to us by our subsidiaries in the future will require the generation of future earnings by our subsidiaries and may require regulatory
approval. There are statutory and regulatory limitations on the payment of dividends by the Bank to us, as well as by us to our stockholders. The Bank may
not, without prior regulatory approval, pay a dividend in an amount greater than its undivided profits. If the Bank is unable to make dividend payments to
us and sufficient capital is not otherwise available, we may not be able to make principal and interest payments on our debt, including the notes.
In addition, our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary's liquidation or otherwise will generally
be subject to the prior claims of creditors of that subsidiary. Your ability as a holder of the notes to benefit indirectly from that distribution also will be
subject to these prior claims. The notes are not guaranteed by any of our subsidiaries. As a result, the notes will be structurally subordinated to all existing
and future liabilities and obligations of our subsidiaries, including deposits, which means that our subsidiaries' creditors will be paid from our subsidiaries'
assets before holders of the notes would have any claims to those assets. Therefore, you should look only to our assets for payments on the notes. At
June 30, 2019, the aggregate amount of all debt and other liabilities of our subsidiaries, including deposits, was approximately $96.6 billion. Our
subsidiaries may incur additional debt and liabilities in the future, all of which would rank structurally senior to the notes. See "Capitalization" below for
our outstanding debt as adjusted to give effect to this offering.
The notes will be effectively junior to all of our and our subsidiaries' secured indebtedness.
The notes will be effectively subordinated to any of the existing and future secured debt we or our subsidiaries may incur, to the extent of the value
of the assets securing such debt. In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized, any debt that ranks ahead of
the notes will be entitled to be paid in full from our assets before any payment may be made with respect to the notes. Holders of the notes will participate
ratably with all holders of our unsecured indebtedness that is deemed to be of the same ranking as the notes, and potentially with all of our other general
creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we may not

S-5
Table of Contents
have sufficient assets to pay amounts due on the notes. As a result, if holders of the notes receive any payments, they may receive less, ratably, than
holders of secured indebtedness.
There are limited covenants in the indenture pursuant to which we will issue the notes.
Neither we nor any of our subsidiaries is restricted from incurring additional debt or other liabilities, including additional senior debt, under the
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
indenture pursuant to which we will issue the notes. If we incur additional debt or liabilities, our ability to pay our obligations on the notes could be
adversely affected. We expect to incur, from time to time, additional debt and other liabilities. In addition, we are not restricted under the indenture from
granting security interests over our assets, except to the extent described under "Description of Notes--Merger, Consolidation or Sale of Assets" and
"Description of Notes--Certain Covenants" in this prospectus supplement, or from paying dividends or issuing or repurchasing our securities.
In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction,
reorganization, a default under our existing indebtedness, restructuring, merger or similar transaction that may adversely affect you, except to the extent
described under "Description of Notes--Merger, Consolidation or Sale of Assets" and "Description of Notes--Certain Covenants" included in this
prospectus supplement.
The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality.
You may be unable to sell the notes because there is no public trading market for the notes.
The notes are a new issue of securities with no established trading market. The notes will not be listed on any securities exchange or included in any
automated quotation system. Consequently, the notes will be relatively illiquid and you may be unable to sell your notes. Although the representatives of
the underwriters have advised us that, following completion of the offering of the notes, one or more of the underwriters currently intend to make a
secondary market in the notes, they are not obligated to do so and may discontinue any market-making activities at any time without notice. Accordingly, a
trading market for the notes may not develop or any such market may not have sufficient liquidity.
If a trading market for the notes develops, changes in our credit ratings or the debt markets could adversely affect the liquidity and market price of the
notes.
If a trading market develops, the liquidity and prices of the notes will depend on many factors, including: (i) our credit ratings with major credit
rating agencies; (ii) the prevailing interest rates being paid by other companies similar to us; (iii) our financial condition, financial performance and future
prospects; and (iv) the overall condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated significantly in the past and may fluctuate in the future. Such
fluctuations could have an adverse effect on the liquidity and price of the notes.
In addition, credit rating agencies periodically review their ratings and ratings methodologies for the companies that they follow, including us and the
Bank. A negative change in ratings or outlook could have an adverse effect on the liquidity and price of the notes.
A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the credit rating agency at any
time.

S-6
Table of Contents
CAPITALIZATION
The following table sets forth Huntington's consolidated cash and cash equivalents and consolidated capitalization as of June 30, 2019, on an actual
basis and on an adjusted basis giving effect to the issuance and sale of the notes offered by this prospectus supplement and the use of the net proceeds from
the sale of the notes as described under "Use of Proceeds" in this prospectus supplement, after deducting the underwriting discount and our other offering
fees and expenses. You should read the following table together with "Use of Proceeds" and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Huntington's consolidated financial statements and notes thereto included in its Annual Report on Form 10-K
for the year ended December 31, 2018 and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" and the
condensed consolidated financial statements and notes thereto in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30,
2019, which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

June 30, 2019
June 30, 2019
(dollar amounts in millions, except number of shares)

(actual)

(adjusted)
Cash and cash equivalents

$
1,598
$
2,391








Liabilities


Deposits

$
80,882
$
80,882
Short-term borrowings


4,161

4,161
Long-term debt


8,973

9,766
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
Accrued expenses and other liabilities

$
2,563
$
2,563








Total liabilities

$
96,579
$
97,372








Shareholders' equity


Preferred stock--authorized 6,617,808 shares:


Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value of $0.01 per share, $1,000
liquidation preference per share, 35,500 authorized and outstanding on an actual basis and on an as adjusted
basis


23

23
5.875% Series C Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, $1,000 liquidation
preference per share, 100,000 authorized and outstanding on an actual basis and on an adjusted basis


100

100
6.250% Series D Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, $1,000 liquidation
preference per share, 602,500 authorized and 600,000 outstanding on an actual basis and on an as adjusted
basis


585

585
5.700% Series E Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per
share, $100,000 liquidation preference per share, 5,000 authorized and outstanding on an actual basis and on
an as adjusted basis


495

495
Common stock, par value $0.01 per share, 1,500,000,000 authorized and 1,037,841,268 outstanding


10

10
Capital surplus


9,030

9,030
Less treasury shares, at cost


(52)

(52)
Accumulated other comprehensive loss


(273)

(273)
Retained (deficit) earnings


1,750

1,750








Total shareholders' equity

$
11,668
$
11,668








Total Liabilities and Shareholders' Equity

$
108,247
$
109,040









S-7
Table of Contents
USE OF PROCEEDS
The net proceeds to us from the sale of the notes, after the deduction of the underwriting discount and estimated expenses payable by us, will be
approximately $793,421,500, and will be used by us for general corporate purposes, which may include, among other things, funding asset growth of our
subsidiaries.

S-8
Table of Contents
DESCRIPTION OF NOTES
General
The notes will be a series of our senior debt securities. The notes will be issued under a senior indenture, dated as of July 30, 2019, as amended and
supplemented by a supplemental indenture, to be dated as of August 6, 2019, between us and Deutsche Bank Trust Company Americas, a New York
banking corporation, as trustee. Throughout this description of the notes, we refer to both the senior indenture and supplemental indenture together as the
"indenture." The trustee's main role is to enforce your rights against us if we default. The following description of the notes may not be complete and is
subject to and qualified in its entirety by reference to the indenture. Wherever we refer to particular sections or defined terms of the indenture, it is our
intent that those sections or defined terms will be incorporated by reference in this prospectus supplement.
The notes will be issued in fully registered book-entry form without coupons and in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. We do not intend to apply for the listing of the notes on any securities exchange. The notes will be unsecured and unsubordinated and will
rank equally among themselves and with all of our other unsecured and unsubordinated indebtedness. The notes will not be guaranteed by any of our
subsidiaries. Our subsidiaries may, without notice or consent of the holders of the notes, incur additional debt or liabilities in the future, all of which would
rank structurally senior to the notes. Huntington may from time to time, without notice or consent of the holders of the notes, incur additional senior
indebtedness ranking equally with the notes, as well as additional subordinated indebtedness ranking junior to the notes. As of June 30, 2019, the aggregate
amount of all debt and other liabilities of our subsidiaries, including deposits, was approximately $96.6 billion.
Since we are a holding company, our rights and the rights of our creditors, including holders of the notes, to participate in the assets of any of our
subsidiaries upon the liquidation or reorganization of any of our subsidiaries will be subject to prior claims of the creditors of any such subsidiary,
including, in the case of the Bank, its depositors, except to the extent that we are a creditor of such subsidiary with recognized claims against the subsidiary.
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


424B2
Claims on our subsidiaries by creditors other than us may include claims with respect to long-term debt and substantial obligations with respect to deposit
liabilities, federal funds purchased, securities sold under repurchase agreements, other short-term borrowings and various other financial obligations.
The notes will be subject to defeasance under the conditions described below in "--Discharge, Defeasance and Covenant Defeasance." No additional
amounts or make-whole amounts, as those terms are defined in the indenture, will be payable with respect to the notes.
The notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured by the Federal
Deposit Insurance Corporation, the Federal Reserve or any other governmental agency or instrumentality.
The notes will initially be limited to an aggregate principal amount of $800,000,000. We may, without the consent of the holders of the notes,
increase the principal amount of the notes by issuing additional notes in the future with the same terms and conditions, except for any differences in the
issue date, the issue price and interest accrued prior to the date of issuance of the additional notes, and with the same CUSIP number as the notes offered by
this prospectus supplement; provided that if any additional notes are not fungible with the notes offered by this prospectus supplement for U.S. federal
income tax purposes, such additional notes will be issued under a separate CUSIP number. The notes offered by this prospectus supplement and any
additional notes would rank equally and ratably and would be treated as a single series for all purposes under the indenture.
The notes will mature at 100% of their principal amount on August 6, 2024 (the "maturity date") unless earlier redeemed.

S-9
Table of Contents
The notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be entitled to any sinking fund.
Payments of principal and interest to owners of the book-entry interests described below are expected to be made in accordance with the procedures
of The Depository Trust Company and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the
Euroclear System.
Interest
The notes will bear interest at an annual rate equal to 2.625%. Interest on the notes will be payable semiannually in arrears on February 6 and
August 6 of each year, beginning on February 6, 2020, to the persons in whose names the notes are registered at the close of business on the preceding
January 22 and July 22, respectively, of each year. Interest on the notes at the maturity date will be payable to the persons to whom principal is payable.
Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest payments on the notes will be the amount
of interest accrued from and including August 6, 2019 or the most recent interest payment date on which interest has been paid to but excluding the next
such interest payment date or the maturity date, as the case may be.
If an interest payment date or the maturity date falls on a day that is not a business day, the related payment of interest and principal will be made on
the next day that is a business day, and no interest on the notes or such payment will accrue for the period from and after such interest payment date or
maturity date, as the case may be.
When we refer to a "business day" with respect to the notes, we mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.
Ranking
The notes will be senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness and will be
effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness, and
structurally subordinated to the existing and future indebtedness of our subsidiaries. Because we are a holding company, our right to participate in any
distribution of the assets of our banking or non-banking subsidiaries, upon a subsidiary's dissolution, winding-up, liquidation or reorganization or
otherwise, and thus the ability of a holder of notes to benefit indirectly from such distribution, is subject to prior claims of creditors of any such subsidiary,
except to the extent that we may be a creditor of that subsidiary and our claims are recognized. There are legal limitations on the extent to which some of
our subsidiaries, including the Bank, may extend credit, pay dividends or otherwise supply funds to, or engage in transactions with, us or some of our other
subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on the notes or to provide us with funds
to pay our obligations on the notes, whether by dividends, distributions, loans or other payments. Our subsidiaries may, without notice or consent of the
holders of the notes, incur additional debt and liabilities in the future, all of which would rank structurally senior to the notes. As of June 30, 2019, our
subsidiaries had, in the aggregate, outstanding debt and other liabilities, including deposits, of approximately $96.6 billion. All of such debt and other
liabilities would rank structurally senior to the notes in case of liquidation or otherwise. As of June 30, 2019, Huntington Bancshares Incorporated (parent
company only) had approximately $2.5 billion of outstanding senior debt and approximately $0.8 billion of outstanding subordinated and junior
subordinated debt.
https://www.sec.gov/Archives/edgar/data/49196/000119312519210886/d725449d424b2.htm[8/2/2019 9:15:54 AM]


Document Outline