Obligation Huntington Bankcorp 2.3% ( US446150AK09 ) en USD

Huntington Bankcorp

100 % ▼

Etas-Unis

US446150AK09 ( en USD )

2.3% par an ( paiement semestriel )

14/01/2022 - Obligation échue

Prospectus brochure de l'obligation Huntington Bancshares US446150AK09 en USD 2.3%, échue

2 000 USD

1 000 000 000 USD

446150AK0

Huntington Bancshares Incorporated est une société holding bancaire américaine qui opère une banque commerciale régionale offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Huntington Bankcorp ( Etas-Unis ) , en USD, avec le code ISIN US446150AK09, paye un coupon de 2.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2022

L'Obligation émise par Huntington Bankcorp ( Etas-Unis ) , en USD, avec le code ISIN US446150AK09, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Huntington Bankcorp ( Etas-Unis ) , en USD, avec le code ISIN US446150AK09, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d236034d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No.: 333-212820
CALCULATION OF REGISTRATION FEE

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

Registered

Unit

Offering Price

Fee(1)
2.300% Senior Notes due 2022

$1,000,000,000
99.849%

$998,490,000

$100,547.94

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 2, 2016)
$1,000,000,000

Huntington Bancshares Incorporated
2.300% Senior Notes due 2022
We will pay interest on the notes at an annual rate equal to 2.300% and will pay interest semi-annually on January 14 and July 14 of each
year beginning on January 14, 2017. The notes will mature on January 14, 2022 and will accrue interest from August 9, 2016.
The notes will not be subject to redemption at our option at any time prior to December 14, 2021 (one month prior to their maturity date). At
any time on or after December 14, 2021, 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 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-6 of this prospectus
supplement, "Item 1-A--Risk Factors" of our Annual Report on Form 10-K for the year ended December 31,
2015 and "Item 1A: Risk Factors" of our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2016 and June 30, 2016, 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)

Discounts

Huntington(1)
Per Note

99.849%

0.350%

99.499%
Total

$998,490,000
$ 3,500,000
$994,990,000
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Final Prospectus Supplement

(1)
Plus accrued interest, if any, from August 9, 2016, if settlement occurs after that date.
Neither the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, 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
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
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 9, 2016.
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.

Credit Suisse

Deutsche Bank Securities
Huntington Investment Company
Co-Managers

Keefe, Bruyette & Woods
Sandler O'Neill + Partners, L.P.
A Stifel Company

Prospectus Supplement dated August 4, 2016
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-3
RISK FACTORS
S-6
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
S-10
CAPITALIZATION
S-11
USE OF PROCEEDS
S-12
DESCRIPTION OF NOTES
S-13
BOOK-ENTRY, DELIVERY AND FORM
S-22
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-27
CERTAIN ERISA CONSIDERATIONS
S-31
UNDERWRITING (CONFLICTS OF INTEREST)
S-33
VALIDITY OF THE NOTES
S-38
EXPERTS
S-38
PROSPECTUS

RISK FACTORS

1
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

2
EXPLANATORY NOTE

2
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INFORMATION INCORPORATED BY REFERENCE

3
FORWARD-LOOKING STATEMENTS

4
HUNTINGTON BANCSHARES INCORPORATED

4
SECURITIES WE MAY OFFER

5
USE OF PROCEEDS

6
RATIO OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS

6
PLAN OF DISTRIBUTION

7
LEGAL MATTERS

7
EXPERTS

7

S-i
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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 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. You may also read and copy any document that we file with the SEC at its public reference facilities at 100 F Street N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
The SEC allows us to "incorporate by reference" into this prospectus supplement the information that we file with it, which means that we
can disclose important information to you by referring you to those publicly available 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
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Final Prospectus Supplement
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 "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, 2015 (including information specifically incorporated by reference

into our Annual Report on Form 10-K for the year ended December 31, 2015 from our definitive proxy statement filed on March 10,
2016);

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016; and

· Our Current Reports on Form 8-K or 8-K/A, filed on January 28, 2016, March 9, 2016, March 14, 2016, March 21, 2016, April 25,

2016, May 5, 2016, May 10, 2016, June 14, 2016, June 22, 2016, June 29, 2016, July 20, 2016, July 28, 2016, and August 1, 2016.
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
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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 certain plans, expectations, goals, projections, and statements, which are subject to numerous assumptions,
risks, and uncertainties. Statements that do not describe historical or current facts, including statements about our 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 Exchange Act, 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: (1) worsening of credit quality performance
due to a number of factors such as the underlying value of collateral that could prove less valuable than otherwise assumed and assumed cash flows
that may be worse than expected; (2) changes in 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; (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 implementing 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 or adverse legal developments in the proceedings; (9) 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, the
Federal Reserve, the Federal Deposit Insurance Corporation, and the Consumer Financial Protection Bureau; (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; (11) the possibility that the proposed acquisition of FirstMerit Corporation does not close when expected or at all because
required regulatory approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; (12) the possibility that
the anticipated benefits of the acquisition of FirstMerit Corporation are not realized when expected or at all, including as a result of the impact of,
or problems arising from, the integration of us and FirstMerit Corporation or as a result of the strength of the economy and competitive factors in
the areas where we and FirstMerit Corporation do business; (13) the possibility that the acquisition of FirstMerit Corporation may be more
expensive to complete than anticipated, including as a result of unexpected factors or events; (14) diversion of management's attention from
ongoing business operations and opportunities as a result of the acquisition of FirstMerit Corporation; (15) potential adverse reactions or changes to
business or employee relationship, including those resulting from the announcement or completion of the acquisition of FirstMerit Corporation;
(16) and our ability to complete the acquisition and integration of FirstMerit Corporation successfully. Additional factors that could cause results to
differ materially from those described above can be found in our Annual Report on Form 10-K for the year ended December 31, 2015 and our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, and documents subsequently filed by us with the SEC.
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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, 2015 and Quarterly Reports on Form 10-Q for the quarters ended March 31,
2016 and June 30, 2016, as filed with the SEC, and in this prospectus supplement and the accompanying prospectus.
We encourage you to understand forward-looking statements to be strategic objectives rather than absolute forecasts of future performance.
All forward-looking statements speak only as of the date they are made and are

S-iv
Table of Contents
based on information available at that time. We assume no obligation to update any 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-v
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, 2015 and
in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016 to determine whether an investment in the
notes is appropriate for you.
Huntington Bancshares Incorporated
We are a regional bank holding company organized under Maryland law and headquartered in Columbus, Ohio. The Huntington
National Bank, founded in 1866, and its subsidiaries (the "Bank") and affiliates provide full-service commercial, small business, and
consumer banking services; mortgage banking services; automobile financing; equipment leasing; wealth and investment management
services; trust services; brokerage services; customized insurance brokerage and service programs; and other financial products and services.
The principal market for these services is our six-state banking franchise: Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and
Kentucky. The primary distribution channels include a banking network of more than 750 branches and through an array of alternative
distribution channels including internet and mobile banking, telephone banking, and more than 1,500 ATMs. Through automotive dealership
relationships within its six-state banking franchise area and selected other Midwest and New England states, we also provide commercial
banking services to the automotive dealers and retail automobile financing for dealer customers.
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.
At June 30, 2016, we had, on a consolidated basis, total assets of approximately $74.0 billion, total deposits of approximately $55.0
billion and total shareholders' equity of approximately $7.5 billion.
Our principal executive offices are located at 41 South High Street, Columbus, Ohio 43287, and our telephone number is (614) 480-
8300.
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Final Prospectus Supplement
Recent Developments
On January 25, 2016, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with FirstMerit Corporation
("FirstMerit"), an Ohio corporation and the parent company of FirstMerit Bank, N.A. ("FirstMerit Bank"), and West Subsidiary Corporation
("Merger Sub"), an Ohio corporation and our wholly-owned subsidiary, under which FirstMerit will merge into Huntington in a stock and
cash transaction expected to be valued at approximately $3.4 billion based on the closing share price of Huntington common stock on the day
preceding the announcement. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub
will merge with and into FirstMerit, with FirstMerit as the surviving corporation in the merger (the "Merger"). As soon as reasonably
practicable thereafter, FirstMerit will merge with and into Huntington, with Huntington as the surviving corporation. Immediately following
the merger of FirstMerit into Huntington, or at such later time as we may determine in our sole discretion, FirstMerit's wholly-owned bank
subsidiary, FirstMerit Bank, will merge with and into the Bank, with the Bank as the surviving entity.

S-1
Table of Contents
FirstMerit is a diversified financial services company headquartered in Akron, Ohio, with reported assets of approximately $26.2 billion
as of June 30, 2016, and 359 banking offices and 400 ATM locations in Ohio, Michigan, Wisconsin, Illinois, and Pennsylvania. FirstMerit
provides a complete range of banking and other financial services to consumers and businesses through its core operations. Principal affiliates
include: FirstMerit Bank and FirstMerit Mortgage Corporation.
Under the terms of the Merger Agreement, shareholders of FirstMerit will receive 1.72 shares of Huntington common stock and $5.00 in
cash for each share of FirstMerit common stock. Additionally, each share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A,
without par value, of FirstMerit will be converted into the right to receive a share of a newly created series of preferred stock of Huntington
having such rights, preferences, privileges and voting powers, and limitations and restrictions, taken as a whole, not materially less favorable
to such holders than such FirstMerit preferred stock. On June 13, 2016, the shareholders of Huntington approved the issuance of shares of
Huntington common stock in connection with the Merger, and the shareholders of FirstMerit approved the Merger Agreement. In connection
with the Merger, Huntington and FirstMerit announced the divestiture of 13 Ohio branches primarily in the Canton and Ashtabula markets to
First Commonwealth Bank. On July 29, 2016, Huntington received regulatory approval for the Merger from the Federal Reserve. The
transaction is expected to be completed in the 2016 third quarter, subject to the satisfaction of customary closing conditions, including
approval of the Office of the Comptroller of the Currency for the merger of FirstMerit Bank with and into the Bank.
This offering of notes is not conditioned on the consummation of the Merger.

S-2
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
$1,000,000,000 aggregate principal amount of 2.300% Senior Notes due 2022.
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Issue Date
August 9, 2016.

Maturity Date
January 14, 2022.

Interest Rate; Interest Payment Dates
We will pay interest on the notes at an annual rate equal to 2.300% and will pay such
interest on January 14 and July 14 of each year (each an "interest payment date"),
beginning on January 14, 2017. Interest will accrue from August 9, 2016.

Record Dates
June 29 and December 29.

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, 2016, our subsidiaries had,
in the aggregate, outstanding debt and other liabilities, including deposits, of
approximately $64.0 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, 2016,
Huntington Bancshares Incorporated (parent company only) had approximately $1.4
billion of outstanding senior debt and approximately $0.7 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-3
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Redemption/Repayment
The notes will not be subject to redemption at our option at any time prior to
December 14, 2021 (one month prior to their maturity date). At any time on or after
December 14, 2021, 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 Issuances
The notes will initially be limited to an aggregate principal amount of $1,000,000,000.
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
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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 estimated
underwriting discounts and commissions and estimated expenses payable by us, will be
approximately $992,696,800, and will be used by us for general corporate purposes,
which may include, among other things, funding asset growth of our subsidiaries. This
offering of notes is not conditioned on the consummation of the Merger.

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-6 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.

S-4
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Trustee
The Bank of New York Mellon Trust Company, N.A.

Conflicts of Interest
The Huntington Investment Company, our subsidiary, is participating in this offering of
notes as an underwriter. Accordingly, this offering is being conducted in compliance
with the provisions of FINRA Rule 5121. The Huntington Investment Company is not
permitted to sell the notes in this offering to an account over which it exercises
discretionary authority without the prior specific written approval of the customer to
which the account relates.

S-5
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, 2015 and in our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2016 and June 30, 2016, as well as the other information included or incorporated by reference in this prospectus supplement and the
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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.
Risks Related to the Notes
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, 2016, the aggregate amount of all debt and other liabilities of our subsidiaries,
including deposits, was approximately $64.0 billion. Our subsidiaries may incur additional debt and liabilities in the future, all of which would
rank structurally senior to the notes.
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

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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 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,
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Final Prospectus Supplement
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.

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Risks Related to the Merger
Regulatory approvals for the acquisition of FirstMerit may not be received, may take longer than expected, or may impose conditions that are
not presently anticipated or that could have an adverse effect on the combined company following the acquisition.
Before our acquisition of FirstMerit (the "FirstMerit acquisition") may be completed, we and FirstMerit must obtain approval from the
Office of the Comptroller of the Currency. Other approvals, waivers, or consents from regulators may also be required. An adverse development in
either party's regulatory standing or the factors considered by relevant governmental authorities could result in an inability to obtain approval or
delay receipt of required approvals. The relevant governmental entities may impose conditions, limitations, obligations or restrictions on the
conduct of the combined company's business or require branch divestitures or changes to the terms of the FirstMerit acquisition. There can be no
assurance that relevant government entities will not impose conditions, limitations, obligations or restrictions and that such conditions, limitations,
obligations or restrictions will not have the effect of delaying the completion of the FirstMerit acquisition, imposing material additional costs on or
materially limiting the revenues of the combined company following the FirstMerit acquisition or otherwise reduce the anticipated benefits of the
FirstMerit acquisition. Additionally, the completion of the FirstMerit acquisition is conditioned on the absence of certain orders, injunctions or
decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of the FirstMerit acquisition.
The success of the FirstMerit acquisition and integration of Huntington and FirstMerit will depend on a number of uncertain factors.
The success of the FirstMerit acquisition will depend on a number of factors, including, without limitation:

· our ability to integrate the business acquired from FirstMerit Bank in the FirstMerit acquisition (which we refer to as the "acquired

business") into the Bank's current operations;

· our ability to limit the outflow of deposits held by our new customers in the acquired business and to successfully retain and manage

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