8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 21, 2009

HUNTINGTON BANCSHARES INCORPORATED

(Exact name of registrant as specified in its charter)

Maryland	1-34073	31-0724920
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Huntington Center 41 South High Street Columbus, Ohio	43287
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (614) 480-8300

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On April 21, 2009, Huntington Bancshares Incorporated (“Huntington”) issued a news release announcing its earnings for the quarter ended March 31, 2009. Also on April 21, 2009, Huntington made a Quarterly Financial Review available on its web site, www.huntington-ir.com.

     Huntington’s senior management will host an earnings conference call April 21, 2009, at 1:00 p.m. EST. The call may be accessed via a live Internet webcast at www.huntington-ir.com or through a dial-in telephone number at 800-223-1238; conference ID 92645511. Slides will be available at www.huntington-ir.com just prior to 1:00 p.m. EST on April 21, 2009, for review during the call. A replay of the web cast will be archived in the Investor Relations section of Huntington’s web site at www.huntington-ir.com. A telephone replay will be available two hours after the completion of the call through April 30, 2009, at 800-642-1687; conference call ID 92645511.

     The information contained or incorporated by reference in this Current Report on Form 8-K contains certain forward-looking statements, including certain plans, expectations, goals, projections, and statements, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: (1) deterioration in the loan portfolio could be worse than expected due to a number of factors such as the underlying value of the collateral could prove less valuable than otherwise assumed and assumed cash flows may be worse than expected; (2) changes in economic conditions; (3) movements in interest rates; (4) competitive pressures on product pricing and services; (5) success and timing of other business strategies; (6) the nature, extent, and timing of governmental actions and reforms, including the rules of participation for the Troubled Asset Relief Program voluntary Capital Purchase Plan under the Emergency Economic Stabilization Act of 2008, which may be changed unilaterally and retroactively by legislative or regulatory actions; and (7) extended disruption of vital infrastructure. Additional factors that could cause results to differ materially from those described above can be found in Huntington’s 2008 Annual Report on Form 10-K, and documents subsequently filed by Huntington with the Securities and Exchange Commission. All forward-looking statements contained or incorporated by reference in this Current Report on Form 8-K are based on information available at the time of the release. Huntington assumes no obligation to update any forward-looking statement.

     Certain information provided in the news release regarding provision for credit losses, net charge-offs, nonaccrual loans, nonperforming assets, allowance for loan and lease losses and allowance for credit losses is not presented in accordance with Generally Accepted Accounting Standards (GAAP) because it excludes information about Franklin Credit Management Corporation (Franklin) from the narrative. Below is a reconciliation based on GAAP.

	2009			2008
(in millions)	First			Fourth			First
Provision for credit losses	$	291.8		$	722.6		$	88.7
Total net charge-offs
Total	$	341.5		$	560.6		$	48.4
Franklin		(128.3	)		(423.3	)		—
Non-Franklin		213.2			137.3			48.4
Provision for credit losses in excess of non-Franklin net charge-offs	$	78.6		$	585.3		$	40.3

	2009			2008
(in millions)	First			Fourth			First
Commercial and industrial net charge-offs
Total	$	210.6		$	473.4		$	10.7
Franklin		(128.3	)		(423.3	)		—
Non-Franklin	$	82.3		$	50.1		$	10.7
Commercial and industrial average loan balances
Total	$	13,541		$	13,746		$	13,343
Franklin		(628.0	)		(1,085.0	)		(1,166.0	)
Non-Franklin	$	12,913		$	12,661		$	12,177
Commercial and industrial net charge-offs — annualized percentages
Total		6.22	%		13.78	%		0.32	%
Non-Franklin		2.55	%		1.58	%		0.35	%
Total net charge-offs
Total	$	341.5		$	560.6		$	48.4
Franklin		(128.3	)		(423.3	)		—
Non-Franklin	$	213.2		$	137.3		$	48.4
Total average loan balances
Total	$	40,866		$	41,437		$	40,367
Franklin		(630.0	)		(1,085.0	)		(1,166.0	)
Non-Franklin	$	40,236		$	40,352		$	39,201
Total net charge-offs — annualized percentages
Total		3.34	%		5.41	%		0.48	%
Non-Franklin		2.12	%		1.36	%		0.49	%
Nonaccrual loans
Total	$	1,553.1		$	1,502.1		$	377.4
Franklin		(366.1	)		(650.2	)		—
Non-Franklin	$	1,187.0		$	851.9		$	377.4
Total loans and leases
Total	$	39,548		$	41,092		$	41,014
Franklin		(494.0	)		(650.2	)		(1,157.0	)
Non-Franklin	$	39,054		$	40,442		$	39,857
NAL ratio
Total		3.93	%		3.66	%		0.92	%
Non-Franklin		3.04	%		2.11	%		0.95	%
Nonperforming assets
Total	$	1,775.7		$	1,636.4		$	520.4
Franklin		(445.7	)		(650.2	)		—
Non-Franklin	$	1,330.0		$	986.2		$	520.4
Total loans and leases	$	39,548		$	41,092		$	41,014
Total other real estate, net		210.8			122.9			73.9
Impaired loans held for sale		11.9			12.0			66.4
Other NPAs		—			—			2.8
Total nonperforming assets		39,770.7			41,226.9			41,157.1
Franklin		(445.7	)		(650.2	)		—
Non-Franklin	$	39,325.0		$	40,576.7		$	41,157.1
NPA ratio
Total		4.46	%		3.97	%		1.26	%
Non-Franklin		3.38	%		2.43	%		1.26	%

	2009			2008
(in millions)	First			Fourth			First
Allowance for loan and lease losses
Total	$	838.5		$	900.2		$	627.6
Franklin		—			(130.0	)		(115.3	)
Non-Franklin	$	838.5		$	770.2		$	512.3
Allowance for credit losses
Total	$	885.5		$	944.4		$	685.2
Franklin		—			(130.0	)		(115.3	)
Non-Franklin	$	885.5		$	814.4		$	569.9
Total loans and leases
Total	$	39,548		$	41,092		$	41,014
Franklin		(494.0	)		(650.2	)		(1,157.0	)
Non-Franklin	$	39,054		$	40,442		$	39,857
ALLL as % of total loans and leases
Total		2.12	%		2.19	%		1.53	%
Non-Franklin		2.15	%		1.90	%		1.29	%
ACL as % of total loans and leases
Total		2.24	%		2.30	%		1.67	%
Non-Franklin		2.27	%		2.01	%		1.43	%
Allowance for loan and lease losses
Total	$	838.5		$	900.2		$	627.6
Franklin		—			(130.0	)		(115.3	)
Non-Franklin	$	838.5		$	770.2		$	512.3
Allowance for credit losses
Total	$	885.5		$	944.4		$	685.2
Franklin		—			(130.0	)		(115.3	)
Non-Franklin	$	885.5		$	814.4		$	569.9
Nonaccrual loans
Total	$	1,553.1		$	1,502.1		$	377.4
Franklin		(366.1	)		(650.2	)		—
Non-Franklin	$	1,187.0		$	851.9		$	377.4
ALLL as % of NALs
Total		54	%		60	%		166	%
Non-Franklin		71	%		90	%		136	%
ACL as % of NALs
Total		57	%		63	%		182	%
Non-Franklin		75	%		96	%		151	%

     The information contained or incorporated by reference in Item 2.02 of this Form 8-K shall be treated as “furnished” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

     The exhibits referenced below shall be treated as “furnished” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

(d) Exhibits.

Exhibit 99.1 — News release of Huntington Bancshares Incorporated, dated April 21, 2009.
Exhibit 99.2 — Quarterly Financial Review, March 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HUNTINGTON BANCSHARES INCORPORATED
Date: April 21, 2009	By:	/s/ Donald R. Kimble
		Donald R. Kimble
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	News release of Huntington Bancshares Incorporated, April 21, 2009.
Exhibit 99.2	Quarterly Financial Review, March 2009.

EX-99.1

Exhibit 99.1

NEWSRELEASE

FOR IMMEDIATE RELEASE
April 21, 2009

Contacts:
Analysts		Media
Jay Gould	(614) 480-4060	Jeri Grier	(614) 480-5413
Jim Graham	(614) 480-3878	Maureen Brown	(614) 480-5512

HUNTINGTON BANCSHARES REPORTS

• 2009 first quarter reported net loss of $2.4 billion, or $6.79 per common share

• 2009 first quarter core net income of $6.9 million (but loss of $0.06 per common share including preferred dividends) before the impact of three significant items:

• Noncash $2.6 billion goodwill impairment charge ($7.09 per common share) associated with this nonearning asset that reduced net income but had no impact on key capital ratios

• $159.9 million one-time tax benefit resulting from Franklin restructuring ($0.44 per common share)

• Negative impact from converted preferred stock ($0.08 per common share, no impact on net income)

• 2009 first quarter pre-tax, pre-provision income of $224.6 million, up $25.0 million, or 13%, from prior quarter

• 4.65% tangible common equity ratio, up 61 basis points from year end

• $4.4 billion of loans originated or renewed — $2.0 billion commercial, $2.4 billion consumer

• 9% annualized linked-quarter growth in average total core deposits

• Strong linked-quarter growth in mortgage banking and brokerage and insurance income

• Excluding the $2.6 billion goodwill impairment charge, total noninterest expense was $367.1 million, down $23.0 million, or 6% from the prior quarter

• Board of Directors authorizes $100 million “Discretionary Equity Issuance” Program

     COLUMBUS, Ohio — Huntington Bancshares Incorporated (NASDAQ: HBAN; www.huntington.com) reported a 2009 first quarter net loss of $2,433.2 million, or $6.79 per common share. This included a net negative impact of $6.73 per share primarily reflecting a

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noncash $2.6 billion goodwill impairment charge ($7.09 per common share) that reduced net income but had no impact on key capital ratios, partially offset by a $159.9 million one-time tax benefit ($0.44 per common share). This compared with a net loss of $417.3 million, or $1.20 per common share, reported in the 2008 fourth quarter, and net income of $127.1 million, or $0.35 per common share, reported in the year-ago quarter.

PERFORMANCE OVERVIEW

     “The $2.6 billion goodwill impairment charge accounted for the large reported loss for the quarter,” said Stephen D. Steinour, chairman, president, and chief executive officer. “It is important that shareholders and customers know this is a noncash charge. The premium a company pays when it acquires another company is called goodwill and is recorded as an intangible asset on the balance sheet. With the decline in our stock price during the quarter, we reviewed our goodwill for impairment. This review was based on market-driven assumptions, including assumptions implied by our market capitalization. We concluded that our goodwill was impaired and recognized the charge. While this charge reduced reported net income and total assets, it had no impact on key capital ratios.”

     “We made good progress in a number of areas in the quarter that help build the foundation for better future performance,” he continued. “Perhaps the most important was our completion of the restructuring of our Franklin relationship. The charges taken in the fourth quarter related to Franklin enabled us to restructure this relationship without any further provision impact and greatly improved our flexibility to accelerate problem loan resolution to the benefit of our shareholders. Further, Franklin now has the freedom to independently pursue the acquisition of third-party servicing arrangements. This restructuring enabled us to recognize a one-time $159.9 million tax benefit. The restructuring also resulted in an increase in capital.”

     “Importantly, underlying performance in core banking activities, like growing deposits, originating loans, generating fee income, and controlling expenses all saw improvement. This was evident in a $25.0 million increase in our pre-tax, pre-provision income. We have refocused priorities. Today, deposit growth is a strategic priority, and the average balances in every category of core deposits grew this past quarter. We are especially pleased with the strong growth in noninterest bearing demand deposits. Total core deposits at quarter end were $1.2 billion higher than at the end of last year. We had strong loan volume with $4.4 billion of loans originated or renewed with over half representing consumer loans. Mortgage banking income was strong, reflecting more than a doubling of mortgage originations. Brokerage and insurance income also increased significantly, reflecting a record level of investment sales. Expenses, exclusive of the goodwill impairment, began to the see the benefit of the expense initiative announced last quarter. All expense reduction decisions were finalized, and we are on track to exceed the targeted $100 million of expense saves. One disappointment was the decline in our net interest margin, which reflected the cost of carrying higher levels of nonperforming assets, as well as the continued high relative deposit pricing in our markets.”

     “Credit quality performance was mixed, yet there were signs of encouragement,” he noted. “Net charge-offs for total automobile loans and leases, home equity loans, and residential mortgages all declined from the prior quarter. We have said repeatedly that we believe our credit quality performance in these consumer portfolios will be better relative to many of our peers, and these trends make us cautiously optimistic that problems in these consumer portfolios may peak

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some time later this year. Regarding commercial real estate, commercial and industrial, and business banking loans, we have focused intently on proactive credit assessment and management of these loan portfolios. We believe these portfolios will remain under pressure going forward. Given an outlook for continued economic weakness in our markets, we expect that the overall level of problem loans and net charge-offs will remain elevated for the foreseeable future, although at manageable levels.”

     “We also made very good progress in improving the overall efficiency of our balance sheet and strengthened our liquidity and capital positions. The $1.2 billion of growth in period end core deposits was the most significant contributor to our improved period end liquidity position. In addition, actions taken to shrink our balance sheet that monetized the value of certain earning assets included the securitization of $1.0 billion of automobile loans, the sale of $600 million of municipal securities, and the sale of $200 million of mortgage loans. We also borrowed $600 million under the government Temporary Liquidity Guarantee Program (TLGP). These actions were partially offset by an increase in other securities balances that resulted from the retention of securities from the automobile loan securitization, as well as an increase in securities needed to replace trading account assets sold that served as collateral for public fund deposits. The positive impact all of this had on liquidity is evidenced by the $2.3 billion of cash on hand at quarter end, up $1.5 billion from the end of last year. To further strengthen our liquidity position, we paid down $1.6 billion of FHLB borrowings, thus increasing our borrowing capacity.”

     “Actions to improve capital, in addition to the benefits realized through the Franklin restructuring and lower level of balance sheet assets resulting from the above mentioned activities, included cutting our common stock dividend and converting a portion of our Series A 8.50% Non-cumulative Perpetual Convertible Preferred stock into common stock. These actions were important contributors to the 61 basis point improvement in our tangible common equity ratio to 4.65%. Our estimated regulatory risk-based Tier 1 and Total capital ratios increased to 11.03% and 14.19%, respectively, or $2.3 billion and $1.9 billion above the respective regulatory “well capitalized” thresholds. “

     “I continue to believe this franchise has untapped value and that we have many opportunities before us that will benefit our investors, customers, and communities. These times are certainly challenging. But I remain confident in the ability of Huntington to come out of this cycle better positioned to compete and grow,” he concluded.

FIRST QUARTER PERFORMANCE DISCUSSION

Significant Items Influencing Financial Performance Comparisons

     Specific significant items impacting 2009 first quarter performance included (see Table 1 below):

• Noncash $2,602.7 million pre-tax ($7.09 per common share) negative impact from goodwill impairment.

• $0.08 per common share negative impact resulting from the previously announced conversion of 114,109 shares of Series A 8.50% Non-cumulative Perpetual Convertible Preferred stock into common stock.

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• $159.9 million after-tax ($0.44 per common share) positive impact related to the previously announced restructuring of our relationship with Franklin, which resulted in a one-time tax benefit.

Table 1 — Significant Items Impacting Earnings Performance Comparisons ⁽¹⁾

Three Months Ended	Impact (2)
(in millions, except per share)	Pre-tax			EPS (3)
March 31, 2009 — GAAP loss	$	(2,433.2	)(3)	$	(6.79	)
• Goodwill impairment		(2,602.7	)		(7.09	)
• Preferred stock conversion	NA				(0.08	)
• Franklin restructuring		159.9	(3)		0.44
December 31, 2008 — GAAP loss	$	(417.3	)(3)	$	(1.20	)
• Franklin relationship		(454.3	)		(0.81	)
• Net market-related losses		(141.7	)		(0.25	)
• Visa®-related deferred tax valuation allowance provision		(2.9	)(3)		(0.01	)
• Visa® indemnification		4.6			0.01
March 31, 2008 — GAAP income	$	127.1	(3)	$	0.35
• Aggregate impact of Visa® IPO		37.5			0.07
• Deferred tax valuation allowance benefit		11.1	(3)		0.03
• Net market-related losses		(20.0	)		(0.04	)
• Asset impairment		(11.0	)		(0.02	)
• Merger costs		(7.3	)		(0.01	)

(1)	Includes significant items with $0.01 EPS impact or greater
(2)	Favorable (unfavorable) impact on GAAP earnings; pre-tax unless otherwise noted
(3)	After-tax; EPS reflected on a fully diluted basis
	NA — Not applicable

Goodwill Impairment

     In the 2008 fourth quarter, we completed our annual test for goodwill impairment and found none. During the 2009 first quarter, bank stock prices continued to decline significantly. Huntington’s stock price declined 78%, from $7.66 per share at December 31, 2008 to $1.66 per share at March 31, 2009. Given this significant decline, we conducted an interim test for goodwill impairment. As a result, we recorded a noncash $2,602.7 million pre-tax ($2,600.0 million after-tax) charge. This charge reduced earnings and total shareholders’ equity. More importantly, regulatory capital ratios and our tangible common equity ratio were unaffected. At March 31, 2009, period end total intangibles were $792 million, including $452 million of goodwill.

Franklin Credit Management Relationship Restructuring

     This restructuring, announced March 31, 2009, consisted of an amendment and restatement

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of the commercial loans with Franklin, substitution of collateral for those commercial loans, and acquiring control of the consumer loans that formerly represented the collateral for our Franklin commercial loans. The restructuring increased Huntington’s flexibility to accelerate problem loan resolution to the benefit of the borrowers under the consumer loans, as well as to the benefit of our shareholders, without releasing Franklin from its legal obligations under the commercial loans. Specifically, we acquired $494 million of fair value first and second lien mortgages and $80 million of OREO assets at fair value. In addition, we entered into a new servicing contract with Franklin for them to service these acquired first and second lien mortgages and OREO properties.

     This restructuring impacted 2009 first quarter results as follows:

• Period end nonaccrual commercial loans declined $650 million, reflecting the replacement on a consolidated basis of Franklin commercial loans by Franklin’s consumer loans and OREO collateral and cash payments. Period end residential mortgages increased $494 million on a consolidated basis, representing the fair value of Franklin mortgages acquired, of which $127 million represented accruing loans.

• $284 million net reduction in nonaccrual loans as a $650 million reduction of commercial nonaccrual loans was partially offset by a $366 million increase in consumer nonaccrual loans.

• Period end OREO assets increased $80 million, representing OREO assets acquired at fair value including costs to sell.

• The acquisition of the consumer loans and OREO assets resulted in a deferred tax asset of $159.9 million recognized for financial statement purposes as a one-time tax benefit.

• Commercial net charge-offs increased $128.3 million as the previously established $130 million Franklin-specific allowance for credit losses was used to write down the acquired loans and OREO collateral to fair value.

• $96 million increase in other borrowings, reflecting the fair value of debt secured by the consumer loans which is owed by Franklin to the other participant banks. Huntington has no obligation on this debt.

• Importantly, and primarily reflecting cash payments received during the quarter, Huntington’s total net exposure to Franklin declined to $477 million at March 31, 2009, down $43 million, or 8%, from $520 million at the end of last year.

Pre-tax, Pre-provision Income Trends

     One performance metric that Management believes is useful in analyzing performance in times of economic stress is the level of earnings adjusted to exclude provision expense and other volatile items not considered to represent core, noncredit related banking activities. Provision expense is excluded because its absolute level is elevated and volatile in times of economic stress. We also exclude securities gains or losses since in times of economic stress investment securities market valuations also may become particularly volatile. This has been the case over the last several quarters. Lastly, we exclude amortization of intangibles expense because the size

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of this quarter’s goodwill impairment is unusually magnified in times of severe stock valuation pressure and is not indicative of future performance trends.

     Table 2 shows pre-tax, pre-provision income improved significantly in the 2009 first quarter from the prior quarter. As discussed in the sections that follow, this improvement primarily reflected the strong growth in mortgage banking and brokerage and insurance income, as well as the benefit of well-controlled expenses, which was partially offset by lower net interest income due to balance sheet shrinkage and a decline in the net interest margin. It is worth noting that this improvement was realized even though we reduced the level of earning assets as part of our efforts to improve the efficiency of the balance sheet.

Table 2 — Pre-tax, Pre-provision Income — 1Q09 — 1Q08

	2009			2008
	First			Fourth			Third			Second		First
(in millions)	Quarter			Quarter			Quarter			Quarter		Quarter
(Loss) Income Before Income Taxes	$	(2,685.0	)	$	(669.2	)	$	92.1		$	127.7	$	153.4
Add: Provision for credit losses		291.8			722.6			125.4			120.8		88.7
Less: Securities gains (losses)		2.1			(127.1	)		(73.8	)		2.1		1.4
Add: Amortization of intangibles		2,619.8			19.2			19.5			19.3		18.9
Pre-tax, Pre-provision Income	$	224.6		$	199.6		$	310.8		$	265.7	$	259.6

Net Interest Income, Net Interest Margin, and Average Balance Sheet

2009 First Quarter versus 2008 Fourth Quarter

     Compared with the 2008 fourth quarter, fully-taxable equivalent net interest income decreased $38.9 million, or 10%. This reflected a 21 basis point decline in the net interest margin to 2.97% from 3.18%. The decline in the net interest margin reflected a combination of factors including the impact of competitive deposit pricing in our markets, the increase in cash on hand, and other actions taken to improve liquidity, as well as the increased negative impact of funding a higher level of noninterest earning nonperforming assets. The decline in fully-taxable equivalent net interest income also reflected a 2% decline in average earning assets with average total loans and leases decreasing 1% and other earning assets, which includes investment securities, declining 7%.

     Table 3 details the decrease in average loans and leases.

Table 3 — Loans and Leases — 1Q09 vs. 4Q08

	First		Fourth
	Quarter		Quarter		Change
(in billions)	2009		2008		Amount			%
Average Loans and Leases
Commercial and industrial	$	13.5	$	13.7	$	(0.2	)		(1	)%
Commercial real estate		10.1		10.2		(0.1	)		(1	)
Total commercial	$	23.7	$	24.0	$	(0.3	)		(1	)%
Automobile loans and leases		4.4		4.5		(0.2	)		(4	)
Home equity		7.6		7.5		0.1			1
Residential mortgage		4.6		4.7		(0.1	)		(3	)
Other consumer		0.7		0.7		(0.0	)		(1	)
Total consumer		17.2		17.5		(0.3	)		(1	)
Total loans and leases	$	40.9	$	41.4	$	(0.6	)		(1	)%

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     Average total loans and leases declined $0.6 billion, or 1%, primarily reflecting declines in total commercial and automobile loans and leases.

     Average total commercial loans decreased $0.3 billion, or 1%, reflecting 1% declines in both average commercial real estate (CRE) loans and average commercial and industrial (C&I) loans. During the quarter, we initiated a portfolio review which resulted in a reclassification of certain CRE loans to C&I loans at the end of the period. The reclassification was primarily associated with loans to businesses secured by the real estate and buildings that house their operations. These owner-occupied loans secured by real estate were underwritten based on the cash flow of the business and are more appropriately classified as C&I loans. The decline in average C&I loans primarily reflected the impact of the 2008 fourth quarter Franklin restructuring, partially offset by origination activity. The decline in average CRE loans reflected payoffs and paydowns.

     Average total consumer loans declined $0.3 billion. Average total automobile loans and leases declined 4%, reflecting the continued runoff of the direct lease portfolio and a declining average loan balance due to lower origination volume. The $1.0 billion automobile loan securitization was closed at the end of the quarter so it had a minimal impact on average balances.

     Average residential mortgages declined 3%, reflecting the significant refinance activity during the quarter as we sell such refinanced loans actively in the secondary market. A $200 million portfolio loan sale, as well as the mortgages added as a result of the Franklin restructuring, both occurred late in the quarter and had a minimal impact on reported average balances.

     The 7% decline in average other earning assets, which includes investment securities, reflected decisions during the 2009 first and 2008 fourth quarters to improve overall liquidity. Specifically, we sold $600 million of municipal securities in the 2009 first quarter, reduced our trading account securities used to hedge mortgage servicing rights in the 2008 fourth quarter, and used the proceeds to purchase new investment securities and to increase cash reserves. As a result of these and other strategic balance sheet changes, average cash and due from banks, a nonearning asset, increased $625 million. At the end of the quarter total cash and due from banks was $2.3 billion, up $1.5 billion from the end of last year.

     Table 4 details the $0.6 billion increase in average total deposits.

Table 4 — Deposits — 1Q09 vs. 4Q08

	First		Fourth
	Quarter		Quarter		Change
(in billions)	2009		2008		Amount			%
Average Deposits
Demand deposits — noninterest bearing	$	5.5	$	5.2	$	0.3			7	%
Demand deposits — interest bearing		4.1		4.0		0.1			2
Money market deposits		5.6		5.5		0.1			2
Savings and other domestic deposits		4.9		4.8		0.0			1
Core certificates of deposit		12.7		12.5		0.2			2
Total core deposits		32.8		32.0		0.8			2
Other deposits		5.4		5.6		(0.1	)		(3	)
Total deposits	$	38.2	$	37.6	$	0.6			2	%

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     Average total deposits increased $0.6 billion, or 2%, from the prior quarter and reflected:

• $0.8 billion, or 2%, growth in average total core deposits. The primary drivers of the change were 7% growth in average noninterest bearing demand deposits and 2% growth in core certificates of deposits.

     Partially offset by:

• A 3% decrease in average noncore deposits, primarily reflecting a managed decline in public fund and foreign time deposits.

2009 First Quarter versus 2008 First Quarter

     Fully-taxable equivalent net interest income decreased $41.2 million, or 11%, from the year-ago quarter. This reflected the unfavorable impact of a 26 basis point decline in the net interest margin to 2.97% from 3.23%. Average earning assets decreased $1.1 billion, reflecting a $0.9 billion, or 77%, decline in average trading account securities, and a $0.8 billion, or 98%, reduction in average fed funds sold, partially offset by a $0.5 billion, or 1%, increase in average total loans and leases.

     Table 5 details the $0.5 billion increase in average loans and leases.

Table 5 — Loans and Leases — 1Q09 vs. 1Q08

	First Quarter				Change
(in billions)	2009		2008		Amount			%
Average Loans and Leases
Commercial and industrial	$	13.5	$	13.3	$	0.2			1	%
Commercial real estate		10.1		9.3		0.8			9
Total commercial	$	23.7	$	22.6	$	1.0			5	%
Automobile loans and leases		4.4		4.4		(0.0	)		(1	)
Home equity		7.6		7.3		0.3			4
Residential mortgage		4.6		5.4		(0.7	)		(14	)
Other consumer		0.7		0.7		(0.0	)		(6	)
Total consumer		17.2		17.7		(0.5	)		(3	)
Total loans and leases	$	40.9	$	40.4	$	0.5			1	%

     The $0.5 billion, or 1%, increase in average total loans and leases primarily reflected:

• $1.0 billion, or 5%, increase in average total commercial loans, with growth reflected in both C&I loans and CRE loans. The $0.8 billion, or 9%, increase in average CRE loans reflected a combination of factors, including draws on existing performing projects and new originations to existing CRE borrowers. The $0.2 billion, or 1%, growth in average C&I loans reflected normal funding and paydowns on lines of credit and by new originations to existing customers.

Partially offset by:

• $0.5 billion, or 3%, decrease in average total consumer loans. This reflected a $0.7 billion, or 14%, decline in average residential mortgages, reflecting the impact of loan sales, as well as the continued refinance of portfolio loans and increased saleable originations. Average home equity loans increased 4%, due to strong 2008 second quarter production and a slowdown in runoff. Average automobile loans and leases were essentially unchanged from the year-ago quarter.

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     Table 6 details the $0.3 billion reported increase in average total deposits.

Table 6 — Deposits — 1Q09 vs. 1Q08

	First Quarter				Change
(in billions)	2009		2008		Amount			%
Average Deposits
Demand deposits — noninterest bearing	$	5.5	$	5.0	$	0.5			10	%
Demand deposits — interest bearing		4.1		3.9		0.1			4
Money market deposits		5.6		6.8		(1.2	)		(17	)
Savings and other domestic deposits		4.9		5.0		(0.1	)		(3	)
Core certificates of deposit		12.7		10.8		1.9			17
Total core deposits		32.8		31.5		1.2			4
Other deposits		5.4		6.4		(1.0	)		(15	)
Total deposits	$	38.2	$	37.9	$	0.3			1	%

     The $0.3 billion increase in average total deposits reflected growth in average total core deposits, as average other deposits declined. Specifically, average core certificates of deposits increased $1.9 billion, or 17%, reflecting the continuation of customers transferring funds into these higher rate accounts from lower rate money market and savings and other domestic deposit accounts, which declined 17% and 3%, respectively.

Provision for Credit Losses

     The provision for credit losses in the 2009 first quarter was $291.8 million, down $430.8 million from the 2008 fourth quarter, as that quarter included $438.0 million of provision expense related to our Franklin relationship. The provision for credit losses in the current quarter was $203.2 million higher than in the year-ago quarter. The current quarter’s provision for credit losses of $291.8 million, exceeded non-Franklin related net charge-offs by $78.7 million (See Franklin Credit Management Relationship Restructuring and Credit Quality discussions).

Noninterest Income

2009 First Quarter versus 2008 Fourth Quarter

     Noninterest income increased $172.0 million from the 2008 fourth quarter.

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Table 7 — Noninterest Income — 1Q09 vs. 4Q08

	First		Fourth
	Quarter		Quarter			Change
(in millions)	2009		2008			Amount			%
Noninterest Income
Service charges on deposit accounts	$	69.9	$	75.2		$	(5.4	)		(7	)%
Brokerage and insurance income		39.9		31.2			8.7			28
Trust services		24.8		27.8			(3.0	)		(11	)
Electronic banking		22.5		22.8			(0.4	)		(2	)
Bank owned life insurance income		12.9		13.6			(0.7	)		(5	)
Automobile operating lease income		13.2		13.2			0.1			0
Mortgage banking income (loss)		35.4		(6.7	)		42.2			NM
Securities gains (losses)		2.1		(127.1	)		129.1			NM
Other income		18.4		17.1			1.3			8
Total noninterest income	$	239.1	$	67.1		$	172.0			NM	%

     The $172.0 million increase in total noninterest income reflected:

• $129.1 million improvement in securities gains (losses) as the prior quarter reflected a $127.1 million securities impairment.

• $42.2 million increase in mortgage banking income. Contributing to this increase was a $22.8 million increase in origination and secondary marketing income as current quarter loan sales increased 163% and loan originations totaled $1.5 billion, more than double the originations in the prior quarter. Also contributing to the increase was an $18.6 million improvement in mortgage servicing rights (MSR) hedging, and a $4.3 million gain on the current quarter’s $200 million portfolio loan sale at quarter end.

• $8.7 million, or 28%, increase in brokerage and insurance income, reflecting a $5.5 million increase in insurance agency income, partially due to seasonal contingency fees, $2.5 million increase in annuity sale commissions, and $1.2 million increase in title insurance fees due to increased mortgage origination activity. The first quarter represented a record level of investment sales.

• $1.3 million, or 8%, increase in other income, reflecting a decline in asset losses. The current quarter included a $5.9 million automobile securitization loss and $1.3 million of equity investment losses. This was less than losses in the prior quarter that included a $7.3 million loss on Franklin-related swaps as part of that quarter’s restructuring and $2.0 million of equity investment losses.

Partially offset by:

• $5.4 million, or 7%, decline in service charges on deposit accounts primarily reflecting lower consumer NSF and overdraft fees, partially offset by higher commercial service charges.

• $3.0 million, or 11%, decline in trust services income, reflecting the impact of lower yields and reduced market values on asset management revenues.

2009 First Quarter versus 2008 First Quarter

     Noninterest income increased $3.4 million, or 1%, from the year-ago quarter.

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Table 8 — Noninterest Income — 1Q09 vs. 1Q08

	First Quarter					Change
(in millions)	2009		2008			Amount			%
Noninterest Income
Service charges on deposit accounts	$	69.9	$	72.7		$	(2.8	)		(4	)%
Brokerage and insurance income		39.9		36.6			3.4			9
Trust services		24.8		34.1			(9.3	)		(27	)
Electronic banking		22.5		20.7			1.7			8
Bank owned life insurance income		12.9		13.8			(0.8	)		(6	)
Automobile operating lease income		13.2		5.8			7.4			NM
Mortgage banking income (loss)		35.4		(7.1	)		42.5			NM
Securities gains		2.1		1.4			0.6			45
Other income		18.4		57.7			(39.3	)		(68	)
Total noninterest income	$	239.1	$	235.8		$	3.4			1	%

     The $3.4 million increase in total noninterest income reflected:

• $42.5 million increase in mortgage banking income. Contributing to this increase was a $21.2 million improvement in mortgage servicing rights (MSR) hedging, a $20.6 million increase in origination and secondary marketing income as current quarter loan sales were more than double the year-ago quarter and loan originations that were 24% higher than in the year-ago quarter. Also contributing to the increase was a $4.3 million portfolio loan sale gain in the 2009 first quarter.

• $7.4 million increase in automobile operating lease income.

• $3.4 million, or 9%, increase in brokerage and insurance income reflecting higher annuity sales.

Partially offset by:

• $39.3 million decline in other income as the year-ago quarter included a $25.1 million gain related to the Visa^® IPO, a $9.9 million decrease in derivative swap income from the year-ago quarter, and a $5.9 million loss on the current quarter’s automobile securitization.

• $9.3 million, or 27%, decline in trust services income, reflecting the impact of lower market values on asset management revenues.

• $2.8 million, or 4%, decline in service charges on deposit accounts primarily reflecting lower consumer NSF and overdraft fees, partially offset by higher commercial service charges.

Noninterest Expense

2009 First Quarter versus 2008 Fourth Quarter

     Noninterest expense increased $2,579.7 million from the 2008 fourth quarter.

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Table 9 — Noninterest Expense — 1Q09 vs. 4Q08

	First			Fourth
	Quarter			Quarter		Change
(in millions)	2009			2008		Amount			%
Noninterest Expense
Personnel costs	$	175.9		$	196.8	$	(20.9	)		(11	)%
Outside data processing and other services		32.4			31.2		1.2			4
Net occupancy		29.2			23.0		6.2			27
Equipment		20.4			22.3		(1.9	)		(9	)
Amortization of intangibles		2,619.8			19.2		2,600.7			NM
Professional services		18.3			17.4		0.8			5
Marketing		8.2			9.4		(1.1	)		(12	)
Automobile operating lease expense		10.9			10.5		0.4			4
Telecommunications		5.9			5.9		(0.0	)		(0	)
Printing and supplies		3.6			4.2		(0.6	)		(14	)
Other expense		45.1			50.2		(5.1	)		(10	)
Total noninterest expense	$	2,969.8		$	390.1	$	2,579.7			NM	%
Less: Goodwill impairment		(2,602.7	)		—		(2,602.7	)		NM
Total noninterest expense excluding goodwill impairment	$	367.1		$	390.1	$	(23.0	)		(6	)%

     The $2,579.7 million increase in noninterest expense was all due to the $2,602.7 million goodwill impairment charge (see Goodwill Impairment discussion). The remaining $23.0 million, or 6 %, decrease reflected:

• $20.9 million, or 11%, decline in personnel costs, reflecting the impact of incentive accrual reversals and actions taken as part of our $100 million expense initiative.

• $5.1 million, or 10%, decline in other expense reflecting lower automobile lease residual losses, partially offset by higher FDIC insurance expense.

Partially offset by:

• $6.2 million, or 27%, increase in net occupancy expense, reflecting higher seasonal expenses, as well as lower property sale gains.

2009 First Quarter versus 2008 First Quarter

     Noninterest expense increased $2,599.3 million from the year-ago quarter.

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Table 10 — Noninterest Expense — 1Q09 vs. 1Q08

	First Quarter					Change
(in millions)	2009			2008		Amount			%
Noninterest Expense
Personnel costs	$	175.9		$	201.9	$	(26.0	)		(13	)%
Outside data processing and other services		32.4			34.4		(1.9	)		(6	)
Net occupancy		29.2			33.2		(4.1	)		(12	)
Equipment		20.4			23.8		(3.4	)		(14	)
Amortization of intangibles		2,619.8			18.9		2,600.9			NM
Professional services		18.3			9.1		9.2			NM
Marketing		8.2			8.9		(0.7	)		(8	)
Automobile operating lease expense		10.9			4.5		6.4			NM
Telecommunications		5.9			6.2		(0.4	)		(6	)
Printing and supplies		3.6			5.6		(2.1	)		(36	)
Other expense		45.1			23.8		21.2			89
Total noninterest expense	$	2,969.8		$	370.5	$	2,599.3			NM	%
Less: Goodwill impairment		(2,602.7	)		—		(2,602.7	)		NM
Total noninterest expense excluding goodwill impairment	$	367.1		$	370.5	$	(3.4	)		(1	)%

     The $2,599.3 million increase in noninterest expense was entirely due to the current quarter’s $2,602.7 million goodwill impairment charge (see Goodwill Impairment discussion). The remaining $3.4 million, or 1%, decrease reflected:

• $26.0 million, or 13%, decline in personnel costs, reflecting the impact of our 2008 and 2009 expense initiatives. Full-time equivalent staff declined 11% from the year-ago period.

Partially offset by:

• $21.2 million increase in other expense as the 2008 first quarter included a $12.4 million Visa^® indemnification expense reversal, as well as higher FDIC insurance expense in the current quarter.

• $9.2 million increase in professional services costs, reflecting higher legal and collection-related expenses.

Income Taxes

     The provision for income taxes in the 2009 first quarter was a benefit of $251.8 million. This amount included the $159.9 million tax benefit recognized on the Franklin relationship restructuring. The effective tax rate for the 2009 first quarter was a tax benefit of 9.4%.

Credit Quality

     Credit quality performance in the 2009 first quarter was mixed, but in line with expectations. The consumer segment held up well relative to net charge-offs (NCOs). The commercial segment showed asset quality deterioration. The total loan portfolio continues to be negatively impacted by the sustained economic weakness in our Midwest markets. The impact of the higher

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unemployment rate in particular can be seen in higher residential mortgage delinquencies. The overall economic slowdown is impacting our commercial loans portfolio as reflected in the increase in commercial NCOs, nonaccrual loans (NALs), and nonperforming assets (NPAs).

Net Charge-Offs

     Total net charge-offs for the 2009 first quarter were $341.5 million, or an annualized 3.34% of average total loans and leases. This was down significantly from total net charge-offs in the 2008 fourth quarter of $560.6 million, or an annualized 5.41%. First quarter 2008 net charge-offs were $48.4 million, or an annualized 0.48%.

     Both the 2009 first quarter and 2008 fourth quarter included Franklin-related commercial loan charge-offs of $128.3 million and $423.3 million, respectively. Importantly, the 2009 first quarter charge-offs utilized the $130.0 million Franklin-specific reserve that existed at December 31, 2008, so these charge-offs had no material impact on related provision for credit losses or earnings impact in the 2009 first quarter.

     Non-Franklin related total net charge-offs in the 2009 first quarter were $213.2 million, or an annualized 2.12% of related average non-Franklin loans and leases. This compared with $137.4 million, or an annualized 1.36% of related average non-Franklin loans and leases, in the 2008 fourth quarter.

     Total C&I net charge-offs for the 2009 first quarter were $210.6 million, or an annualized 6.22% of related loans, down from $473.4 million, or an annualized 13.78%, in the 2008 fourth quarter. Total C&I net charge-offs in the year-ago quarter were $10.7 million, or an annualized 0.32%. Excluding the Franklin-related net charge-offs in the current and prior quarter as noted above, non-Franklin related C&I net charge-offs in the 2009 first quarter were $82.3 million, or an annualized 2.55% of related average non-Franklin C&I loans. This compared with non-Franklin related C&I loan net charge-offs of $50.1 million, or an annualized 1.58%, in the prior quarter. The losses were concentrated in smaller loans, as a more active credit review process was utilized throughout the quarter. The current quarter also reflected charge-offs and increased reserves related to loans moved to nonaccrual status in the quarter. The increase in C&I net charge-offs from the prior quarter was concentrated in the Greater Cleveland and Akron/Canton regions. The majority of the charge-offs was associated with smaller loans, reflecting the granularity of the portfolio.

     Current quarter CRE net charge-offs were $82.8 million, or an annualized 3.27%, up from $38.4 million, or an annualized 1.50% in the prior quarter, and from $4.3 million, or an annualized 0.18%, in the year-ago quarter. The single family homebuilder segment continued to represent a significant portion of the losses. There was a $15 million loss associated with one CRE retail project located in the Cleveland market. Aside from this one significant loss, the majority of the losses were associated with smaller projects, consistent with our very granular portfolio.

     Total consumer net charge-offs in the current quarter were $48.1 million, or an annualized 1.12% of average total consumer loans. This was down slightly on an absolute basis from $48.8 million in the 2008 fourth quarter, but as an annualized percent of related total consumer loans it was unchanged.

     Automobile loan and lease net charge-offs were $18.1 million, or an annualized 1.66% in the current quarter, essentially unchanged from $18.6 million or an annualized 1.64%, in the prior

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quarter, but up from $11.2 million, or an annualized 1.02%, in the year-ago quarter. First quarter performance was consistent with our expectations. We were also pleased that the level of delinquencies dropped in the first quarter, further substantiating our longer term view of flat to improved performance through 2009.

     Home equity net charge-offs in the 2009 first quarter were $17.7 million, or an annualized 0.93%, down from $19.2 million, or an annualized 1.02% in the prior quarter, but up from an annualized 0.84%, in the year-ago quarter. The first quarter results, combined with a slight decrease in delinquent loans during the quarter, were consistent with our view of the longer term performance expectations for this portfolio. While there has been a clear increase in the losses from the year-ago quarter, given the market conditions we remain comfortable with this performance.

     Residential mortgage net charge-offs were $6.3 million, or an annualized 0.55% of related average balances. This was down from an annualized 0.62% in the prior quarter, but up from 0.22% in the year-ago quarter. The linked-quarter decline is a clear positive given the market conditions. While the delinquency rates continue to increase, indicating the economic stress on borrowers, our losses have remained manageable.

Nonaccrual Loans and Nonperforming Assets

     The table below shows the change in NALs and NPAs between the 2009 first quarter and 2008 fourth quarter, and details the impact from the Franklin-restructuring.

Table 11 — Nonaccrual Loans and Nonperforming Assets — 1Q09 vs. 4Q08

	First		Fourth								Change Attributable to
	Quarter		Quarter		Change						Franklin
(in millions)	2009		2008		Amount			%			Restructuring			Other
Nonaccrual loans and leases (NALs):
Commercial and industrial	$	398.3	$	932.6	$	(534.4	)		(57	)%	$	(650.2	)	$	115.9
Commercial real estate		629.9		445.7		184.2			41			—			184.2
Residential mortgage		487.0		99.0		388.0			NM			360.1			27.9
Home equity		38.0		24.8		13.1			53			6.0			7.1
Total nonaccrual loans and leases		1,553.1		1,502.1		50.9			3			(284.1	)		335.1
Other real estate, net:
Residential		143.9		63.1		80.8			NM			79.6			1.2
Commercial		66.9		59.4		7.5			13			—			7.5
Total other real estate, net		210.8		122.5		88.3			72			79.6			8.7
Impaired loans held for sale		11.9		12.0		(0.1	)		(1	)		—			(0.1	)
Other NPAs		—		—		—			—			—			—
Total nonperforming assets	$	1,775.7	$	1,636.6	$	139.1			8	%	$	(204.5	)	$	343.6

     Nonaccrual loans (NALs) were $1,553.1 million at March 31, 2009, and represented 3.93% of total loans and leases. This was up 3% from $1,502.1 million, or 3.66%, at December 31, 2008, and from $377.4 million, or 0.92%, at the end of the year-ago period. The current quarter’s restructuring of the Franklin relationship, resulted in a net $284.1 million reduction in NALs (see Franklin Credit Management Relationship Restructuring). The $115.9 million non-Franklin related increase in C&I NALs reflected the impact of the economic conditions in our markets. The increase was not centered in any specific region or industry. In general, those C&I loans supporting the housing or construction segment are experiencing the most stress. Importantly, we have less than 8% of the portfolio associated with these segments. Loans to auto

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suppliers are also under a great deal of stress, and we have seen continued deterioration in the performance of these loans. The $184.2 million, or 41%, increase in CRE NALs reflected the continued decline in the housing market and stress on retail sales. The single family homebuilder and retail segments accounted for 67% of the increase. These continue to be the two highest risk segments of our CRE portfolio. The non-Franklin related increases in residential mortgage and home equity NALs of $27.9 million and $7.1 million, respectively, reflected increases in the more severe delinquency categories. The non-Franklin related NAL ratio at March 31, 2009, was 3.04%, up from 2.11% and the end of last year.

     Nonperforming assets (NPAs), which include NALs, were $1,775.7 million at March 31, 2009, and represented 4.46% of related assets. This was up 8% from $1,636.6 million, or 3.97% of related assets at year end. This was significantly higher than $520.4 million, or 1.26% of related assets at the end of the year-ago period. The $139.1 million increase in NPAs from the end of the prior quarter reflected a Franklin-related net reduction of $204.5 million. The non-Franklin related NPA ratio at March 31, 2009, was 3.38%, up from 2.43% at the end of last year.

     Beginning this quarter, we are disclosing the 90-day, but still accruing, delinquency statistics excluding loans guaranteed by the U.S. Government. These guaranteed loans represent loans currently in GNMA pools that have met the eligibility requirements for voluntary repurchase. While there is insignificant loss potential in these loans as they remain supported by a guarantee from FHA or VA, we believe this measure represents a better leading indicator of loss potential and also aligns better with our regulatory reporting. The over 90-day delinquent, but still accruing, ratio excluding loans guaranteed by the U.S. Government, was 0.35%, down from 0.46% at the end of last year, and unchanged from the end of the year-ago quarter. On this same basis the delinquency ratio for total consumer loans was 0.85% at March 31, 2009, up from 0.68% at the end of last year, and up from 0.56% at the end of the year-ago quarter. There were no 90-day delinquent commercial loans at March 31, 2009.

Allowances for Credit Losses (ACL)

     We maintain two reserves, both of which are available to absorb probable credit losses: the allowance for loan and lease losses (ALLL) and the allowance for unfunded loan commitments and letters of credit (AULC). When summed together, these reserves constitute the total ACL.

     At March 31, 2009, the ALLL was $838.5 million, down from $900.2 million at December 31, 2008, but up from $627.6 million a year ago. Expressed as a percent of period-end loans and leases, the ALLL ratio at March 31, 2009, was 2.12%, down from 2.19% at December 31, 2008, but up from 1.53% a year ago. The $61.7 million decrease from the end of the prior quarter reflected the impact of using the previously established $130.0 million Franklin specific reserve to absorb related net charge-offs due to the current quarter’s Franklin restructuring (see Franklin Credit Management Relationship Restructuring). The ALLL as a percent of NALs was 54% at March 31, 2009, down from 60% at December 31, 2008, and from 166% a year ago.

     The period-end non-Franklin related ALLL was $838.5 million and represented 2.15% of non-Franklin related loans and leases, up $68.3 million, or 9%, from $770.2 million, or 1.90% of non-Franklin loans and leases, at the end of last year. The non-Franklin ALLL as a percent of non-Franklin related NALs was 71% at March 31, 2009.

     At March 31, 2009, the AULC was $47.0 million, up from $44.1 million at December 31, 2008, but down from $57.6 million at the end of the year-ago quarter.

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     On a combined basis, the ACL as a percent of total loans and leases at March 31, 2009, was 2.24%, down from 2.30% at December 31, 2008, but up from 1.67% a year ago. The ACL as a percent of NALs was 57% at March 31, 2009, down from 63% at December 31, 2008, and down from 182% a year ago. Like the ALLL, the change in the ACL from the end of last year was impacted by the current quarter’s Franklin restructuring.

     The period-end non-Franklin related ACL was $885.5 million and represented 2.27% of non-Franklin related loans and leases, up $71.2 million, or 9%, from $814.4 million, or 2.01% of non-Franklin loans and leases, at the end of last year. The non-Franklin ACL as a percent of non-Franklin related NALs was 75% at March 31, 2009.

Capital

     During the quarter, the following specific actions were taken to further strengthen our capital position and related ratios:

• Reduced the quarterly common stock dividend to $0.01 per share. This conserves approximately $180 million annually.

• Restructured the Franklin relationship resulting in a one-time $159.9 million tax benefit.

• Converted 114,109 shares of Series A 8.50% Non-cumulative Perpetual Convertible Preferred stock into common stock. While this resulted in a $0.08 negative impact on earnings per share in the quarter, the issuance of common stock strengthened the common equity component of shareholders’ equity. This action will also conserve about $8.7 million annually of capital through lower preferred dividend payouts, net of related increases in common stock dividends.

• Selectively reduced assets to improve the efficiency of the balance sheet. Such actions included:

• $1.0 billion automobile loan securitization

• $600 million sale of municipal securities

• $200 million sale of mortgage loans

     At March 31, 2009, our estimated regulatory Tier 1 and Total risk-based capital ratios were 11.03% and 14.19%, respectively, up from 10.72% and 13.91%, respectively, at December 31, 2008. Both ratios remain well above the regulatory “well capitalized” thresholds of 6.0% and 10.0%, respectively. The “well capitalized” level is the highest regulatory capital designation.

     The tangible common equity to asset ratio at March 31, 2009, was 4.65%, up from 4.04% at the end of the prior quarter.

Board of Directors Authorizes “Discretionary Equity Issuance” Program

     As part of its efforts to focus on increasing tangible common equity, the Board of Directors has authorized management to pursue a “discretionary equity issuance” program that will allow Huntington to take advantage of market opportunities to issue new shares of common stock.

     Sales of the shares, if any, will be made by means of ordinary brokers’ transactions on the NASDAQ Global Select Market or otherwise at then prevailing market prices. The authorization

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limits the maximum number of shares potentially issuable at 10% of the shares outstanding with an aggregate price of up to $100 million; there is no minimum issuance.

     With the recent focus on tangible common equity, we completed specific actions in the first quarter including improving the efficiency of our balance sheet and conversion of certain shares of Series A preferred stock to enhance this capital position. In addition to the discretionary equity issuance program we have announced, we may consider similar actions in the second quarter.

2009 EXPECTATIONS

     Commenting on 2009 expectations Steinour noted, “We continue to believe that 2009 will be a challenging year. While there have been recent reports and speculation that the decline in the economy is nearing a bottom, it remains our expectation that no significant turnaround will occur this year. As a result, we expect to see continued levels of elevated charge-offs and provision expense, especially as related to continued softness in our commercial loan portfolios. We continue to expect that the net interest margin will remain under modest pressure from the first quarter level. We expect to grow our customer base, as well as core deposits throughout the year. ”

     “We continue to expect good levels of loan originations, especially mortgages, given the low rate environment. But how much of this translates into balance sheet growth will depend on whether or not we sell portions of our loan portfolio and production as part of our continued efforts to improve balance sheet efficiency.”

     “Fee income performance is expected to remain mixed. Mortgage banking and brokerage and insurance income are expected to perform well, whereas deposit service charge income is expected to remain under pressure. During these more difficult economic times, customers have improved the management of their deposit balances such that NSF fees have declined. In addition, trust income is also expected to be under pressure so long as overall market performance and related valuations decline.”

     “Excluding the impact of a possible one-time industry-wide FDIC insurance special assessment that is currently under consideration, we expect to see little expense growth going forward as we anticipate exceeding our targeted $100 million in expense saves this year,” he concluded.

Conference Call / Webcast Information

     Huntington’s senior management will host an earnings conference call on Tuesday, April 21, 2009 at 1:00 p.m. (Eastern Daylight Time). The call may be accessed via a live Internet webcast at www.huntington-ir.com or through a dial-in telephone number at (800) 223-1238; conference ID 92645511. Slides will be available at www.huntington-ir.com just prior to 1:00 p.m. (Eastern Daylight Time) on April 21, 2009 for review during the call. A replay of the webcast will be archived in the Investor Relations section of Huntington’s web site www.huntington.com. A telephone replay will be available two hours after the completion of the call through April 30, 2009 at (800) 642-1687; conference ID 92645511.

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Discretionary Equity Issuance Program

     This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the company, nor shall there be any sale of securities of the company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Unless an exemption from the securities laws is available, any offering may be made only by means of a prospectus supplement and related base prospectus.

Forward-looking Statement

     This press release contains certain forward-looking statements, including certain plans, expectations, goals, projections, and statements, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: (1) deterioration in the loan portfolio could be worse than expected due to a number of factors such as the underlying value of the collateral could prove less valuable than otherwise assumed and assumed cash flows may be worse than expected; (2) changes in economic conditions; (3) movements in interest rates; (4) competitive pressures on product pricing and services; (5) success and timing of other business strategies; (6) the nature, extent, and timing of governmental actions and reforms, including existing and potential future restrictions and limitations imposed in connection with the Troubled Asset Relief Program’s voluntary Capital Purchase Plan or otherwise under the Emergency Economic Stabilization Act of 2008; and (7) extended disruption of vital infrastructure. Additional factors that could cause results to differ materially from those described above can be found in Huntington’s 2008 Annual Report on Form 10-K, and documents subsequently filed by Huntington with the Securities and Exchange Commission. All forward-looking statements included in this release are based on information available at the time of the release. Huntington assumes no obligation to update any forward-looking statement.

Basis of Presentation

Use of Non-GAAP Financial Measures

     This earnings release contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Huntington’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in this release, the Quarterly Financial Review supplement to this earnings release, the 2009 first quarter earnings conference call slides, or the Form 8-K filed related to this earnings press release, which can be found on Huntington’s website at huntington-ir.com.

Pre-tax, Pre-provision Income

     One performance metric that Management believes is useful in analyzing performance in times of economic stress is the level of earnings adjusted to exclude provision expense and other volatile items not considered to represent core, noncredit related banking activities. Provision expense is excluded because its absolute level is elevated and volatile in times of economic stress. We also exclude securities gains or losses since in times of economic stress investment securities market valuations also may become particularly volatile. Lastly, we exclude amortization of intangibles expense because the size of potential goodwill impairment is unusually magnified in times of severe stock valuation pressure and is not indicative of future amortization of intangible expense performance trends, which typically changes little between reporting periods.

Significant Items

     Certain components of the Income Statement are naturally subject to more volatility than others. As a result, analysts/investors may view such items differently in their assessment of performance compared with their expectations and/or any implications resulting from them on their assessment of future performance trends. It is a general practice of analysts/investors to try and determine their perception of what “underlying” or “core” earnings

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performance is in any given reporting period, as this typically forms the basis for their estimation of performance in future periods.

     Therefore, Management believes the disclosure of certain “Significant Items” in current and prior period results aids analysts/investors in better understanding corporate performance so that they can ascertain for themselves what, if any, items they may wish to include/exclude from their analysis of performance; i.e., within the context of determining how that performance differed from their expectations, as well as how, if at all, to adjust their estimates of future performance accordingly.

     To this end, Management has adopted a practice of listing as “Significant Items” in its external disclosure documents (e.g., earnings press releases, investor presentations, Forms 10-Q and 10-K) individual and/or particularly volatile items that impact the current period results by $0.01 per share or more. (The one exception is the provision for credit losses discussed below). Such “Significant Items” generally fall within one of two categories: timing differences and other items.

Timing Differences

     Part of the company’s regular business activities are by their nature volatile; e.g. capital markets income, gains and losses on the sale of loans, etc. While such items may generally be expected to occur within a full-year reporting period, they may vary significantly from period to period. Such items are also typically a component of an Income Statement line item and not, therefore, readily discernable. By specifically disclosing such items, analysts/investors can better assess how, if at all, to adjust their estimates of future performance.

Other Items

     From time to time, an event or transaction might significantly impact revenues, expenses, or taxes in a particular reporting period that are judged to be one-time, short-term in nature, and/or materially outside typically expected performance. Examples would be (1) merger costs as they typically impact expenses for only a few quarters during the period of transition; e.g., restructuring charges, asset valuation adjustments, etc.; (2) changes in an accounting principle; (3) one-time tax assessments/refunds; (4) a large gain/loss on the sale or restructuring of an asset; (5) outsized commercial loan net charge-offs related to fraud; etc. By disclosing such items, analysts/investors can better assess how, if at all, to adjust their estimates of future performance.

Provision for Credit Losses

     While the provision for credit losses may vary significantly between periods, Management typically excludes it from the list of “Significant Items”, unless in Management’s view, there is a significant specific credit(s), which is causing distortion in the period.

     Provision expense is always an assumption in analyst/investor expectations of earnings and there is apparent agreement among them that provision expense is included in their definition of “underlying” or “core” earnings unlike “timing differences” or “other items”. In addition, provision expense is an individual Income Statement line item so its value is easily known and, except in very rare situations, the amount in any reporting period always exceeds $0.01 per share. In addition, the factors influencing the level of provision expense receive detailed additional disclosure and analysis so that analysts/investors have information readily available to understand the underlying factors that result in the reported provision expense amount.

     In addition, provision expense trends usually increase/decrease in a somewhat orderly pattern in conjunction with credit quality cycle changes; i.e., as credit quality improves provision expense generally declines and vice versa. While they may have differing views regarding magnitude and/or trends in provision expense, every analyst and most investors incorporate a provision expense estimate in their financial performance estimates.

Other Exclusions

     “Significant Items” for any particular period are not intended to be a complete list of items that may significantly impact future periods. A number of factors, including those described in Huntington’s 2008 Annual

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Report on Form 10-K and other factors described from time to time in Huntington’s other filings with the Securities and Exchange Commission, could significantly impact future periods.

Annualized data

     Certain returns, yields, performance ratios, or quarterly growth rates are “annualized” in this presentation to represent an annual time period. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full year or year-over-year amounts. For example, loan and deposit growth rates are most often expressed in terms of an annual rate like 8%. As such, a 2% growth rate for a quarter would represent an annualized 8% growth rate.

Fully-taxable equivalent interest income and net interest margin

     Income from tax-exempt earnings assets is increased by an amount equivalent to the taxes that would have been paid if this income had been taxable at statutory rates. This adjustment puts all earning assets, most notably tax-exempt municipal securities and certain lease assets, on a common basis that facilitates comparison of results to results of competitors.

Earnings per share equivalent data

     Significant income or expense items may be expressed on a per common share basis. This is done for analytical and decision-making purposes to better discern underlying trends in total corporate earnings per share performance excluding the impact of such items. Investors may also find this information helpful in their evaluation of the company’s financial performance against published earnings per share mean estimate amounts, which typically exclude the impact of significant items. Earnings per share equivalents are usually calculated by applying a 35% effective tax rate to a pre-tax amount to derive an after-tax amount, which is divided by the average shares outstanding during the respective reporting period. Occasionally, when the item involves special tax treatment, the after-tax amount is disclosed separately, with this then being the amount used to calculate the earnings per share equivalent.

NM or nm

     Percent changes of 100% or more are typically shown as “nm” or “not meaningful” unless required. Such large percent changes typically reflect the impact of unusual or particularly volatile items within the measured periods. Since the primary purpose of showing a percent change is for discerning underlying performance trends, such large percent changes are typically “not meaningful” for trend analysis purposes.

About Huntington

     Huntington Bancshares Incorporated is a $52 billion regional bank holding company headquartered in Columbus, Ohio. Huntington has more than 143 years of serving the financial needs of its customers. Huntington’s banking subsidiary, The Huntington National Bank, provides innovative retail and commercial financial products and services through over 600 regional banking offices in Indiana, Kentucky, Michigan, Ohio, Pennsylvania, and West Virginia. Huntington also offers retail and commercial financial services online at huntington.com; through its technologically advanced, 24-hour telephone bank; and through its network of almost 1,400 ATMs. The Auto Finance and Dealer Services group offers automobile loans to consumers and commercial loans to automobile dealers through offices located in Indiana, Kentucky, Michigan, Ohio, Pennsylvania, and West Virginia. Selected financial service activities are also conducted in other states including: Private Financial Group offices in Florida; and Mortgage Banking offices in Maryland and New Jersey. International banking services are made available through the headquarters office in Columbus, a limited purpose office located in the Cayman Islands, and another located in Hong Kong.

###

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HUNTINGTON BANCSHARES INCORPORATED
Quarterly Key Statistics ⁽¹⁾
(Unaudited)

	2009			2008						Percent Changes vs.
(in thousands, except per share amounts)	First			Fourth			First			4Q08			1Q08
Net interest income	$	337,505		$	376,365		$	376,824			(10.3	)%		(10.4	)%
Provision for credit losses		291,837			722,608			88,650			(59.6	)		N.M.
Non-interest income		239,102			67,099			235,752			N.M.			1.4
Non-interest expense		2,969,769			390,094			370,481			N.M.			N.M.
(Loss) Income before income taxes		(2,684,999	)		(669,238	)		153,445			N.M.			N.M.
(Benefit) Provision for income taxes		(251,792	)		(251,949	)		26,377			(0.1	)		N.M.
Net (Loss) Income	$	(2,433,207	)	$	(417,289	)	$	127,068			N.M.	%		N.M.	%
Dividends declared on preferred shares		58,793			23,158			—			N.M.			—
Net (loss) income applicable to common shares	$	(2,492,000	)	$	(440,447	)	$	127,068			N.M.	%		N.M.	%
Net (loss) income per common share — diluted	$	(6.79	)	$	(1.20	)	$	0.35			N.M.	%		N.M.	%
Cash dividends declared per common share		0.0100			0.1325			0.2650			(92.5	)		(96.2	)
Book value per common share at end of period		7.80			14.62			16.13			(46.6	)		(51.6	)
Tangible book value per common share at end of period		6.08			5.64			7.09			7.8			(14.2	)
Average common shares — basic		366,919			366,054			366,235			0.2			0.2
Average common shares — diluted (2)		366,919			366,054			367,208			0.2			(0.1	)
Return on average assets		(18.22	)%		(3.04	)%		0.93	%
Return on average shareholders’ equity		N.M.			(23.6	)		8.7
Return on average tangible shareholders’ equity (3)		18.4			(43.2	)		22.0
Net interest margin (4)		2.97			3.18			3.23
Efficiency ratio (5)		60.5			64.6			57.0
Effective tax rate (benefit)		(9.4	)		(37.6	)		17.2
Average loans and leases	$	40,865,540		$	41,436,810		$	40,367,336			(1.4	)		1.2
Average loans and leases — linked quarter annualized growth rate.		(5.5	)%		4.2	%		2.6	%
Average earning assets	$	46,570,567		$	47,575,350		$	47,656,509			(2.1	)		(2.3	)
Average total assets		54,153,256			54,607,132			54,884,214			(0.8	)		(1.3	)
Average core deposits (6)		32,750,844			31,997,644			31,514,661			2.4			3.9
Average core deposits — linked quarter annualized growth rate (6)		9.4	%		3.3	%		(2.0	)%
Average shareholders’ equity	$	7,224,537		$	7,019,464		$	5,876,641			2.9			22.9
Total assets at end of period		51,702,125			54,352,859			56,051,969			(4.9	)		(7.8	)
Total shareholders’ equity at end of period		4,814,736			7,228,906			5,908,599			(33.4	)		(18.5	)
Net charge-offs (NCOs)		341,491			560,620			48,449			(39.1	)		N.M.
NCOs as a % of average loans and leases		3.34	%		5.41	%		0.48	%
Nonaccrual loans and leases (NALs)	$	1,553,094		$	1,502,147		$	377,361			3.4			N.M.
NAL ratio		3.93	%		3.66	%		0.92	%
Non-performing assets (NPAs)	$	1,775,743		$	1,636,646		$	520,406			8.5			N.M.
NPA ratio		4.46	%		3.97	%		1.26	%
Allowance for loan and lease losses (ALLL) as a % of total loans and leases at the end of period		2.12			2.19			1.53
ALLL plus allowance for unfunded loan commitments and letters of credit as a % of total loans and leases at the end of period		2.24			2.30			1.67
ALLL as a % of NALs		54			60			166
ALLL as a % of NPAs		47			55			121
Tier 1 risk-based capital ratio (7)		11.03			10.72			7.56
Total risk-based capital ratio (7)		14.19			13.91			10.87
Tier 1 leverage ratio (7)		9.47			9.82			6.83
Tangible common equity / risk-weighted assets		5.19			4.39			5.58
Tangible equity / assets (8)		8.12			7.72			4.92
Tangible common equity / assets (9)		4.65			4.04			4.92

	N.M., not a meaningful value.
(1)	Comparisons for presented periods are impacted by a number of factors. Refer to “Significant Items”.
(2)	For the three-month periods ended March 31, 2009, and December 31, 2008, the impact of the convertible preferred stock issued in April of 2008 was excluded from the diluted share calculation. It was excluded because the result would have been higher than basic earnings per common share (anti-dilutive) for the period.
(3)	Net (loss) income excluding expense for amortization of intangibles for the period divided by average tangible shareholders’ equity. Average tangible shareholders’ equity equals average total stockholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.
(4)	On a fully taxable equivalent (FTE) basis assuming a 35% tax rate.
(5)	Non-interest expense less amortization of intangibles ($2,619.8 million in 1Q 2009, $19.2 million in 4Q 2008, and $18.9 million in 1Q 2008) divided by the sum of FTE net interest income and non-interest income excluding securities gains (losses).
(6)	Includes non-interest bearing and interest bearing demand deposits, money market deposits, savings and other domestic time deposits, and core certificates of deposit.
(7)	At end of period. March 31, 2009 ratios are estimated. Based on an interim decision by the banking agencies on December 14, 2006, Huntington has excluded the impact of adopting Statement 158 from the regulatory capital calculations.
(8)	At end of period. Tangible equity (total equity less goodwill and other intangible assets) divided by tangible assets (total assets less goodwill and other intangible assets). Other intangible assets are net of deferred tax.
(9)	At end of period. Tangible common equity (total common equity less goodwill and other intangible assets) divided by tangible assets (total assets less goodwill and other intangible assets). Other intangible assets are net of deferred tax.

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EX-99.2

Exhibit 99.2

HUNTINGTON BANCSHARES INCORPORATED

Quarterly Financial Review
March 2009

   
Table of Contents

Consolidated Balance Sheets	1
Loans and Leases Composition	2
Deposits Composition	3
Consolidated Quarterly Average Balance Sheets	4
Consolidated Quarterly Net Interest Margin Analysis	5
Selected Quarterly Income Statement Data	6
Quarterly Mortgage Banking Income	7
Quarterly Credit Reserves Analysis	8
Quarterly Net Charge-Off Analysis	9
Quarterly Nonaccrual Loans (NALs), Nonperforming Assets (NPAs) and Past Due Loans and Leases	10
Quarterly Common Stock Summary, Capital, and Other Data	11

Notes:

The preparation of financial statement data in conformity with accounting principals generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported. Actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Contents

Huntington Bancshares Incorporated
Consolidated Balance Sheets

										Change
	2009			2008						March ’09 vs ’08
(in thousands, except number of shares)	March 31,			December 31,			March 31,			Amount			Percent
	(Unaudited)						(Unaudited)
Assets
Cash and due from banks	$	2,272,831		$	806,693		$	1,242,422		$	1,030,409			82.9	%
Federal funds sold and securities purchased under resale agreements		—			37,975			1,038,820			(1,038,820	)		(100.0	)
Interest bearing deposits in banks		382,755			292,561			253,221			129,534			51.2
Trading account securities		83,554			88,677			1,246,877			(1,163,323	)		(93.3	)
Loans held for sale		481,447			390,438			632,266			(150,819	)		(23.9	)
Investment securities		4,908,332			4,384,457			4,313,006			595,326			13.8
Loans and leases (1)		39,548,364			41,092,165			41,014,219			(1,465,855	)		(3.6	)
Allowance for loan and lease losses		(838,549	)		(900,227	)		(627,615	)		(210,934	)		33.6
Net loans and leases		38,709,815			40,191,938			40,386,604			(1,676,789	)		(4.2	)
Bank owned life insurance		1,376,996			1,364,466			1,327,031			49,965			3.8
Premises and equipment		517,130			519,500			544,718			(27,588	)		(5.1	)
Goodwill		452,110			3,054,985			3,047,407			(2,595,297	)		(85.2	)
Other intangible assets		339,572			356,703			409,055			(69,483	)		(17.0	)
Accrued income and other assets		2,177,583			2,864,466			1,610,542			567,041			35.2
Total Assets	$	51,702,125		$	54,352,859		$	56,051,969		$	(4,349,844	)		(7.8)	%
Liabilities and Shareholders’ Equity Liabilities
Deposits (2)	$	39,070,273		$	37,943,286		$	38,116,341		$	953,932			2.5	%
Short-term borrowings		1,055,247			1,309,157			3,336,738			(2,281,491	)		(68.4	)
Federal Home Loan Bank advances		957,953			2,588,976			3,684,193			(2,726,240	)		(74.0	)
Other long-term debt		2,734,446			2,331,632			1,907,881			826,565			43.3
Subordinated notes		1,905,383			1,950,097			1,930,183			(24,800	)		(1.3	)
Accrued expenses and other liabilities		1,164,087			1,000,805			1,168,034			(3,947	)		(0.3	)
Total Liabilities		46,887,389			47,123,953			50,143,370			(3,255,981	)		(6.5	)
Equity
Huntington Bancshares Incorporated shareholders’ equity
Preferred stock — authorized 6,617,808 shares-
5.00% Series B Non-voting, Cumulative Preferred Stock, par value of $0.01 and liquidation value per share of $1,000; 1,398,071 shares issued and outstanding		1,312,875			1,308,667			—			1,312,875			—
8.50% Series A Non-cumulative Perpetual Convertible Preferred Stock, par value and liquidiation value per share of $1,000; issued 569,000 shares; outstanding 454,891 and 569,000 shares, respectively.		454,891			569,000			—			454,891			—
Common stock - Par value of $0.01 and authorized 1,000,000,000 shares; issued 391,595,609, 366,972,250, and 367,007,244 shares, respectively; outstanding 390,681,633, 366,057,669, and 366,226,146 shares, respectively.		3,916			3,670			3,670			246			6.7
Capital surplus		5,465,457			5,322,428			5,241,033			224,424			4.3
Less 913,976, 914,581 and 781,098 treasury shares at cost, respectively		(14,222	)		(15,530	)		(14,834	)		612			(4.1	)
Accumulated other comprehensive income (loss):
Unrealized losses on investment securities		(161,072	)		(207,756	)		(79,396	)		(81,676	)		N.M.
Unrealized gains on cash flow hedging derivatives		43,580			44,638			4,307			39,273			N.M.
Pension and other postretirement benefit adjustments		(162,097	)		(163,575	)		(47,128	)		(114,969	)		N.M.
Retained (deficit) earnings		(2,128,592	)		367,364			800,947			(2,929,539	)		N.M.
Total Shareholders’ Equity		4,814,736			7,228,906			5,908,599			(1,093,863	)		(18.5)
Total Liabilities and Shareholders’ Equity	$	51,702,125		$	54,352,859		$	56,051,969		$	(4,349,844	)		(7.8)	%

N.M., not a meaningful value.

(1)	See page 2 for detail of loans and leases.
(2)	See page 3 for detail of deposits.

1

Huntington Bancshares Incorporated
Loans and Leases Composition

	2009				2008
(in millions)	March 31,				December 31,				September 30,				June 30,				March 31,
	(Unaudited)								(Unaudited)				(Unaudited)				(Unaudited)
Ending Balances by Type
Commercial: (1)
Commercial and industrial (2)	$	13,768	34.8	%	$	13,541	33.0	%	$	13,638	33.1	%	$	13,746	33.5	%	$	13,646	33.3	%
Commercial real estate:
Construction		2,074	5.2			2,080	5.1			2,111	5.1			2,136	5.2			2,058	5.0
Commercial (2)		7,187	18.2			8,018	19.5			7,796	18.9			7,565	18.4			7,458	18.2
Commercial real estate		9,261	23.4			10,098	24.6			9,907	24.0			9,701	23.6			9,516	23.2
Total commercial		23,029	58.2			23,639	57.6			23,545	57.1			23,447	57.1			23,162	56.5
Consumer:
Automobile loans		2,894	7.3			3,901	9.5			3,918	9.5			3,759	9.2			3,491	8.5
Automobile leases		468	1.2			563	1.4			698	1.7			835	2.0			1,000	2.4
Home equity		7,663	19.4			7,556	18.4			7,497	18.2			7,410	18.1			7,296	17.8
Residential mortgage		4,837	12.2			4,761	11.6			4,854	11.8			4,901	11.9			5,366	13.1
Other loans		657	1.7			672	1.5			680	1.7			695	1.7			699	1.7
Total consumer		16,519	41.8			17,453	42.4			17,647	42.9			17,600	42.9			17,852	43.5
Total loans and leases	$	39,548	100.0	%	$	41,092	100.0		$	41,192	100.0		$	41,047	100.0		$	41,014	100.0
Ending Balances by Business Segment
Regional Banking	$	31,661	80.1	%	$	31,875	77.6	%	$	31,590	76.7	%	$	31,346	76.4	%	$	31,447	76.7	%
Auto Finance and Dealer Services		4,837	12.2			5,956	14.5			5,900	14.3			5,959	14.5			5,862	14.3
PFG		2,555	6.4			2,611	6.3			2,607	6.3			2,612	6.3			2,548	6.2
Treasury / Other(3)		495	1.3			650	1.6			1,095	2.7			1,130	2.8			1,157	2.8
Total loans and leases	$	39,548	100.0	%	$	41,092	100.0	%	$	41,192	100.0	%	$	41,047	100.0	%	$	41,014	100.0	%

	2009				2008
	First				Fourth				Third				Second				First
Average Balances by Business Segment
Regional Banking	$	31,803	77.8	%	$	31,803	76.8	%	$	31,347	76.4	%	$	31,400	76.5	%	$	30,962	76.7	%
Auto Finance and Dealer Services		5,823	14.2			5,909	14.3			5,928	14.5			5,877	14.3			5,720	14.2
PFG		2,612	6.5			2,629	6.3			2,600	6.3			2,594	6.4			2,553	6.3
Treasury / Other (3)		628	1.5			1,096	2.6			1,129	2.8			1,154	2.8			1,132	2.8
Total loans and direct financing leases	$	40,866	100.0	%	$	41,437	100.0	%	$	41,004	100.0	%	$	41,025	100.0	%	$	40,367	100.0	%

(1)	There were no commercial loans outstanding that would be considered a concentration of lending to a particular industry or group of industries.
(2)	The 2009 first quarter reflected a net reclassification of $782.2 million from commercial real estate to commercial and industrial.
(3)	Comprised primarily of Franklin loans.

2

Huntington Bancshares Incorporated
Deposits Composition

	2009				2008
(in millions)	March 31,				December 31,				September 30,				June 30,				March 31,
	(Unaudited)								(Unaudited)				(Unaudited)				(Unaudited)
Ending Balances by Type
Demand deposits — non-interest bearing	$	5,887	15.1	%	$	5,477	14.4	%	$	5,135	13.7	%	$	5,253	13.8	%	$	5,160	13.5	%
Demand deposits — interest bearing		4,306	11.0			4,083	10.8			4,052	10.8			4,074	10.7			4,041	10.6
Money market deposits		5,857	15.0			5,182	13.7			5,565	14.8			6,171	16.2			6,681	17.5
Savings and other domestic deposits		4,929	12.6			4,846	12.8			4,816	12.8			5,009	13.1			5,083	13.3
Core certificates of deposit		12,496	32.0			12,727	33.5			12,157	32.4			11,274	29.6			10,583	27.8
Total core deposits		33,475	85.7			32,315	85.2			31,725	84.5			31,781	83.4			31,548	82.7
Other domestic deposits of $100,000 or more		1,239	3.2			1,541	4.1			1,949	5.2			2,139	5.6			2,160	5.7
Brokered deposits and negotiable CDs		3,848	9.8			3,355	8.8			2,925	7.8			3,101	8.1			3,362	8.8
Deposits in foreign offices		508	1.3			732	1.9			970	2.5			1,103	2.9			1,046	2.8
Total deposits	$	39,070	100.0	%	$	37,943	100.0	%	$	37,569	100.0	%	$	38,124	100.0	%	$	38,116	100.0	%
Total core deposits:
Commercial	$	8,737	26.1	%	$	7,758	24.0	%	$	8,008	25.2	%	$	8,472	26.7	%	$	8,716	27.6	%
Personal		24,738	73.9			24,557	76.0			23,717	74.8			23,309	73.3			22,832	72.4
Total core deposits	$	33,475	100.0	%	$	32,315	100.0	%	$	31,725	100.0	%	$	31,781	100.0	%	$	31,548	100.0	%
Ending Balances by Business Segment
Regional Banking	$	33,413	85.5	%	$	32,874	86.6	%	$	32,990	87.8	%	$	33,263	87.2	%	$	33,114	86.9	%
Auto Finance and Dealer Services		71	0.2			66	0.2			67	0.2			56	0.1			56	0.1
PFG		2,251	5.8			1,785	4.7			1,553	4.1			1,666	4.4			1,542	4.0
Treasury / Other (1)		3,335	8.5			3,218	8.5			2,959	7.9			3,139	8.3			3,404	9.0
Total deposits	$	39,070	100.0	%	$	37,943	100.0	%	$	37,569	100.0	%	$	38,124	100.0	%	$	38,116	100.0	%

	2009				2008
	First				Fourth				Third				Second				First
Average Balances by Business Segment
Regional Banking	$	33,017	86.5	%	$	32,907	83.1	%	$	33,101	87.6	%	$	33,060	86.9	%	$	32,711	86.2	%
Auto Finance and Dealer Services		66	0.2			61	0.2			62	0.2			54	0.1			54	0.1
PFG		1,941	5.0			1,970	4.9			1,583	4.1			1,517	4.1			1,583	4.3
Treasury / Other (1)		3,165	8.3			4,666	11.8			3,057	8.1			3,396	8.9			3,583	9.4
Total deposits	$	38,189	100.0	%	$	39,604	100.0	%	$	37,803	100.0	%	$	38,027	100.0	%	$	37,931	100.0	%

⁽¹⁾ Comprised primarily of national market deposits.

3

Huntington Bancshares Incorporated
Consolidated Quarterly Average Balance Sheets
(Unaudited)

	Average Balances															Change
Fully taxable equivalent basis	2009			2008												1Q09 vs 1Q08
(in millions)	First			Fourth			Third			Second			First			Amount			Percent
Assets
Interest bearing deposits in banks	$	355		$	343		$	321		$	256		$	293		$	62			21.2	%
Trading account securities		278			940			992			1,243			1,186			(908	)		(76.6	)
Federal funds sold and securities purchased under resale agreements		19			48			363			566			769			(750	)		(97.5	)
Loans held for sale		627			329			274			501			565			62			11.0
Investment securities:
Taxable		3,930			3,789			3,975			3,971			3,774			156			4.1
Tax-exempt		496			689			712			717			703			(207	)		(29.4	)
Total investment securities		4,426			4,478			4,687			4,688			4,477			(51	)		(1.1	)
Loans and leases: (1)
Commercial:
Commercial and industrial		13,541			13,746			13,629			13,631			13,343			198			1.5
Commercial real estate:
Construction		2,033			2,103			2,090			2,038			2,014			19			0.9
Commercial		8,079			8,115			7,726			7,563			7,273			806			11.1
Commercial real estate		10,112			10,218			9,816			9,601			9,287			825			8.9
Total commercial		23,653			23,964			23,445			23,232			22,630			1,023			4.5
Consumer:
Automobile loans		3,837			3,899			3,856			3,636			3,309			528			16.0
Automobile leases		517			636			768			915			1,090			(573	)		(52.6	)
Automobile loans and leases		4,354			4,535			4,624			4,551			4,399			(45	)		(1.0	)
Home equity		7,577			7,523			7,453			7,365			7,274			303			4.2
Residential mortgage		4,611			4,737			4,812			5,178			5,351			(740	)		(13.8	)
Other loans		671			678			670			699			713			(42	)		(5.9	)
Total consumer		17,213			17,473			17,559			17,793			17,737			(524	)		(3.0	)
Total loans and leases		40,866			41,437			41,004			41,025			40,367			499			1.2
Allowance for loan and lease losses		(913	)		(764	)		(731	)		(654	)		(630	)		(283	)		(44.9	)
Net loans and leases		39,953			40,673			40,273			40,371			39,737			216			0.5
Total earning assets		46,571			47,575			47,641			48,279			47,657			(1,086	)		(2.3	)
Cash and due from banks		1,553			928			925			943			1,036			517			49.9
Intangible assets		3,371			3,421			3,441			3,449			3,472			(101	)		(2.9	)
All other assets		3,571			3,447			3,384			3,522			3,350			221			6.6
Total Assets	$	54,153		$	54,607		$	54,660		$	55,539		$	54,885		$	(732	)		(1.3	)%
Liabilities and Shareholders’ Equity
Deposits:
Demand deposits — non-interest bearing	$	5,544		$	5,205		$	5,080		$	5,061		$	5,034		$	510			10.1	%
Demand deposits — interest bearing		4,076			3,988			4,005			4,086			3,934			142			3.6
Money market deposits		5,593			5,500			5,860			6,267			6,753			(1,160	)		(17.2	)
Savings and other domestic deposits		4,875			4,837			4,911			5,047			5,004			(129	)		(2.6	)
Core certificates of deposit		12,663			12,468			11,883			10,950			10,790			1,873			17.4
Total core deposits		32,751			31,998			31,739			31,411			31,515			1,236			3.9
Other domestic deposits of $100,000 or more		1,356			1,682			1,991			2,145			1,989			(633	)		(31.8	)
Brokered deposits and negotiable CDs		3,449			3,049			3,025			3,361			3,542			(93	)		(2.6	)
Deposits in foreign offices		633			854			1,048			1,110			885			(252	)		(28.5	)
Total deposits		38,189			37,583			37,803			38,027			37,931			258			0.7
Short-term borrowings		1,100			1,748			2,131			2,854			2,772			(1,672	)		(60.3	)
Federal Home Loan Bank advances		2,414			3,188			3,139			3,412			3,389			(975	)		(28.8	)
Subordinated notes and other long-term debt		4,611			4,252			4,382			3,928			3,814			797			20.9
Total interest bearing liabilities		40,770			41,566			42,375			43,160			42,872			(2,102	)		(4.9	)
All other liabilities		614			817			882			961			1,102			(488	)		(44.3	)
Shareholders’ equity		7,225			7,019			6,323			6,357			5,877			1,348			22.9
Total Liabilities and Shareholders’ Equity	$	54,153		$	54,607		$	54,660		$	55,539		$	54,885		$	(732	)		(1.3	)%

⁽¹⁾ For purposes of this analysis, nonaccrual loans are reflected in the average balances of loans.

4

Huntington Bancshares Incorporated
Consolidated Quarterly Net Interest Margin Analysis
(Unaudited)

			Average Rates (2)
	2009			2008
Fully taxable equivalent basis (1)	First			Fourth			Third			Second			First
Assets
Interest bearing deposits in banks		0.45	%		1.44	%		2.17	%		2.77	%		3.97	%
Trading account securities		4.04			5.32			5.45			5.13			5.27
Federal funds sold and securities purchased under resale agreements		0.20			0.24			2.02			2.08			3.07
Loans held for sale		5.04			6.58			6.54			5.98			5.41
Investment securities:
Taxable		5.64			5.74			5.54			5.50			5.71
Tax-exempt		6.19			7.02			6.80			6.77			6.75
Total investment securities		5.71			5.94			5.73			5.69			5.88
Loans and leases: (3)
Commercial:
Commercial and industrial		4.60			5.01			5.46			5.53			6.32
Commercial real estate:
Construction		2.76			4.55			4.69			4.81			5.86
Commercial		3.76			5.07			5.33			5.47			6.27
Commercial real estate		3.55			4.96			5.19			5.32			6.18
Total commercial		4.15			4.99			5.35			5.45			6.27
Consumer:
Automobile loans		7.20			7.17			7.13			7.12			7.25
Automobile leases		6.03			5.82			5.70			5.59			5.53
Automobile loans and leases		7.06			6.98			6.89			6.81			6.82
Home equity		5.13			5.87			6.19			6.43			7.21
Residential mortgage		5.71			5.84			5.83			5.78			5.86
Other loans		8.97			9.25			9.71			9.98			10.43
Total consumer		5.92			6.28			6.41			6.48			6.84
Total loans and leases		4.90			5.53			5.80			5.89			6.51
Total earning assets		4.99	%		5.57	%		5.77	%		5.85	%		6.40	%
Liabilities and Shareholders’ Equity
Deposits:
Demand deposits — non-interest bearing		—	%		—	%		—	%		—	%		—	%
Demand deposits — interest bearing		0.14			0.34			0.51			0.55			0.82
Money market deposits		1.02			1.31			1.66			1.76			2.83
Savings and other domestic deposits		1.45			1.66			1.74			1.83			2.27
Core certificates of deposit		3.82			4.02			4.05			4.37			4.68
Total core deposits		2.27			2.49			2.57			2.67			3.18
Other domestic deposits of $100,000 or more		2.96			3.38			3.47			3.77			4.38
Brokered deposits and negotiable CDs		2.97			3.39			3.37			3.38			4.43
Deposits in foreign offices		0.17			0.90			1.49			1.66			2.16
Total deposits		2.33			2.58			2.66			2.78			3.36
Short-term borrowings		0.25			0.85			1.42			1.66			2.78
Federal Home Loan Bank advances		1.03			3.04			2.92			3.01			3.94
Subordinated notes and other long-term debt		3.29			4.49			4.29			4.21			5.12
Total interest bearing liabilities		2.31	%		2.74	%		2.79	%		2.85	%		3.53	%
Net interest rate spread		2.68	%		2.83	%		2.98	%		3.00	%		2.87	%
Impact of non-interest bearing funds on margin		0.29			0.35			0.31			0.29			0.36
Net interest margin		2.97	%		3.18	%		3.29	%		3.29	%		3.23	%

(1)	Fully taxable equivalent (FTE) yields are calculated assuming a 35% tax rate. See page 7 for the FTE adjustment.
(2)	Loan, lease, and deposit average rates include impact of applicable derivatives and non-deferrable fees.
(3)	For purposes of this analysis, nonaccrual loans are reflected in the average balances of loans.

5

Huntington Bancshares Incorporated
Selected Quarterly Income Statement Data ⁽¹⁾
(Unaudited)

	2009			2008												1Q09 vs 1Q08
(in thousands, except per share amounts)	First			Fourth			Third			Second			First			Amount			Percent
Interest income	$	569,957		$	662,508		$	685,728		$	696,675		$	753,411		$	(183,454	)		(24.3	)%
Interest expense		232,452			286,143			297,092			306,809			376,587			(144,135	)		(38.3	)
Net interest income		337,505			376,365			388,636			389,866			376,824			(39,319	)		(10.4	)
Provision for credit losses		291,837			722,608			125,392			120,813			88,650			203,187			N.M.
Net interest income (loss) after provision for credit losses		45,668			(346,243	)		263,244			269,053			288,174			(242,506	)		(84.2	)
Service charges on deposit accounts		69,878			75,247			80,508			79,630			72,668			(2,790	)		(3.8	)
Brokerage and insurance income		39,948			31,233			34,309			35,694			36,560			3,388			9.3
Trust services		24,810			27,811			30,952			33,089			34,128			(9,318	)		(27.3	)
Electronic banking		22,482			22,838			23,446			23,242			20,741			1,741			8.4
Bank owned life insurance income		12,912			13,577			13,318			14,131			13,750			(838	)		(6.1	)
Automobile operating lease income		13,228			13,170			11,492			9,357			5,832			7,396			N.M.
Mortgage banking income (loss)		35,418			(6,747	)		10,302			12,502			(7,063	)		42,481			N.M.
Securities gains (losses)		2,067			(127,082	)		(73,790	)		2,073			1,429			638			44.6
Other income		18,359			17,052			37,320			26,712			57,707			(39,348	)		(68.2	)
Total non-interest income		239,102			67,099			167,857			236,430			235,752			3,350			1.4
Personnel costs		175,932			196,785			184,827			199,991			201,943			(26,011	)		(12.9	)
Outside data processing and other services		32,432			31,230			32,386			30,186			34,361			(1,929	)		(5.6	)
Net occupancy		29,188			22,999			25,215			26,971			33,243			(4,055	)		(12.2	)
Equipment		20,410			22,329			22,102			25,740			23,794			(3,384	)		(14.2	)
Amortization of intangibles (2)		2,619,848			19,187			19,463			19,327			18,917			2,600,931			N.M.
Professional services		18,253			17,420			13,405			13,752			9,090			9,163			N.M.
Marketing		8,225			9,357			7,049			7,339			8,919			(694	)		(7.8	)
Automobile operating lease expense		10,931			10,483			9,093			7,200			4,506			6,425			N.M.
Telecommunications		5,890			5,892			6,007			6,864			6,245			(355	)		(5.7	)
Printing and supplies		3,572			4,175			4,316			4,757			5,622			(2,050	)		(36.5	)
Other expense		45,088			50,237			15,133			35,676			23,841			21,247			89.1
Total non-interest expense		2,969,769			390,094			338,996			377,803			370,481			2,599,288			N.M.
(Loss) Income before income taxes		(2,684,999	)		(669,238	)		92,105			127,680			153,445			(2,838,444	)		N.M.
(Benefit) Provision for income taxes		(251,792	)		(251,949	)		17,042			26,328			26,377			(278,169	)		N.M.
Net (loss) income	$	(2,433,207	)	$	(417,289	)	$	75,063		$	101,352		$	127,068		$	(2,560,275	)		N.M.
Dividends declared on preferred shares		58,793			23,158			12,091			11,151			—			58,793			—
Net (loss) income applicable to common shares	$	(2,492,000	)	$	(440,447	)	$	62,972		$	90,201		$	127,068			(2,619,068	)		N.M.	%
Average common shares — basic		366,919			366,054			366,124			366,206			366,235			684			0.2	%
Average common shares — diluted (3)		366,919			366,054			367,361			367,234			367,208			(289	)		(0.1	)
Per common share
Net (loss) income — basic	$	(6.79	)	$	(1.20	)	$	0.17		$	0.25		$	0.35		$	(7.14	)		N.M.	%
Net (loss) income — diluted		(6.79	)		(1.20	)		0.17			0.25		$	0.35		$	(7.14	)		N.M.
Cash dividends declared		0.0100			0.1325			0.1325			0.1325			0.265			(0.255	)		(96.2	)
Return on average total assets		(18.22	)%		(3.04	)%		0.55	%		0.73	%		0.93	%		(19.15	)%		N.M.
Return on average total shareholders’ equity		N.M.			(23.6	)		4.7			6.4			8.7			(8.7	)		N.M.
Return on average tangible shareholders’ equity (4)		18.4			(43.2	)		11.6			15.0			22.0			(3.6	)		(16.4	)
Net interest margin (5)		2.97			3.18			3.29			3.29			3.23			(0.26	)		(8.0	)
Efficiency ratio (6)		60.5			64.6			50.3			56.9			57.0			3.5			6.1
Effective tax rate (benefit)		(9.4	)		(37.6	)		18.5			20.6			17.2			(26.6	)		N.M.
Revenue — fully taxable equivalent (FTE)
Net interest income	$	337,505		$	376,365		$	388,636		$	389,866		$	376,824		$	(39,319	)		(10.4	)
FTE adjustment		3,582			3,641			5,451			5,624			5,502			(1,920	)		(34.9	)
Net interest income (5)		341,087			380,006			394,087			395,490			382,326			(41,239	)		(10.8	)
Non-interest income		239,102			67,099			167,857			236,430			235,752			3,350			1.4
Total revenue (5)	$	580,189		$	447,105		$	561,944		$	631,920		$	618,078		$	(37,889	)		(6.1	)%

N.M., not a meaningful value.
(1)	Comparisons for presented periods are impacted by a number of factors. Refer to “Significant Items.”
(2)	The 2009 first quarter included goodwill impairment totaling $2.6 billion. Refer to “Significant Items”.
(3)	For the three-month periods ended March 31, 2009, December 31, 2008, September 30, 2008, and June 30, 2008, the impact of the convertible preferred stock issued in April of 2008 was excluded from the diluted share calculation. It was excluded because the result would have been higher than basic earnings per common share (anti-dilutive) for the period.
(4)	Net income (loss) excluding expense for amortization of intangibles for the period divided by average tangible shareholders’ equity. Average tangible shareholders’ equity equals average stockholders’ equity less equals average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.
(5)	On a fully taxable equivalent (FTE) basis assuming a 35% tax rate.
(6)	Non-interest expense less amortization of intangibles divided by the sum of FTE net interest income and non-interest income excluding securities gains (losses).

6

Huntington Bancshares Incorporated
Quarterly Mortgage Banking Income
(Unaudited)

	2009			2008												1Q09 vs 1Q08
(in thousands, except as noted)	First			Fourth			Third			Second			First			Amount			Percent
Mortgage Banking Income
Origination and secondary marketing	$	29,965		$	7,180		$	7,647		$	13,098		$	9,332		$	20,633			N.M.	%
Servicing fees		11,840			11,660			11,838			11,166			10,894			946			8.7
Amortization of capitalized servicing (1)		(12,285	)		(6,462	)		(6,234	)		(7,024	)		(6,914	)		(5,371	)		(77.7	)
Other mortgage banking income		9,404			2,959			3,519			5,959			4,331			5,073			N.M.
Sub-total		38,924			15,337			16,770			23,199			17,643			21,281			N.M.
MSR valuation adjustment (1)		(10,389	)		(63,355	)		(10,251	)		39,031			(18,093	)		7,704			(42.6	)
Net trading gains (losses) related to MSR hedging		6,883			41,271			3,783			(49,728	)		(6,613	)		13,496			N.M.
Total mortgage banking  income (loss)	$	35,418		$	(6,747	)	$	10,302		$	12,502		$	(7,063	)	$	42,481			N.M.	%
Average trading account securities used to hedge MSRs (in millions)	$	223		$	857		$	941		$	1,190		$	1,139
Capitalized mortgage servicing rights (2)		167,838			167,438			230,398			240,024			191,806		$	(23,968	)		(12.5)	%
Total mortgages serviced for others (in millions) (2)		16,315			15,754			15,741			15,770			15,138			1,177			7.8
MSR % of investor servicing portfolio		1.03	%		1.06	%		1.46	%		1.52	%		1.27	%		(0.24	)%		(18.9	)
Net Impact of MSR Hedging
MSR valuation adjustment (1)	$	(10,389	)	$	(63,355	)	$	(10,251	)	$	39,031		$	(18,093	)	$	7,704			(42.6)	%
Net trading gains (losses) related to MSR hedging		6,883			41,271			3,783			(49,728	)		(6,613	)		13,496			N.M.
Net interest income related to MSR hedging		2,441			9,473			8,368			9,364			5,934			(3,493	)		(58.9	)
Net impact of MSR hedging	$	(1,065	)	$	(12,611	)	$	1,900		$	(1,333	)	$	(18,772	)	$	17,707			(94.3)	%

N.M., not a meaningful value.
(1)	The change in fair value for the period represents the MSR valuation adjustment, net of amortization of capitalized servicing.
(2)	At period end.

7

Huntington Bancshares Incorporated
Quarterly Credit Reserves Analysis
(Unaudited)

	2009			2008
(in thousands)	First			Fourth			Third			Second			First
Allowance for loan and lease losses, beginning of period	$	900,227		$	720,738		$	679,403		$	627,615		$	578,442
Loan and lease losses		(353,005	)		(571,053	)		(96,388	)		(78,084	)		(60,804	)
Recoveries of loans previously charged off		11,514			10,433			12,637			12,837			12,355
Net loan and lease losses		(341,491	)		(560,620	)		(83,751	)		(65,247	)		(48,449	)
Provision for loan and lease losses		289,001			728,046			125,086			117,035			97,622
Economic reserve transfer		—			12,063			—			—			—
Allowance of assets sold		(9,188	)		—			—			—			—
Allowance for loan and lease losses, end of period	$	838,549		$	900,227		$	720,738		$	679,403		$	627,615
Allowance for unfunded loan commitments and letters of credit, beginning of period	$	44,139		$	61,640		$	61,334		$	57,556		$	66,528
Provision for (Reduction in) unfunded loan commitments and letters of credit losses		2,836			(5,438	)		306			3,778			(8,972	)
Economic reserve transfer		—			(12,063	)		—			—			—
Allowance for unfunded loan commitments and letters of credit, end of period	$	46,975		$	44,139		$	61,640		$	61,334		$	57,556
Total allowances for credit losses	$	885,524		$	944,366		$	782,378		$	740,737		$	685,171
Allowance for loan and lease losses (ALLL) as % of:
Total loans and leases		2.12	%		2.19	%		1.75	%		1.66	%		1.53	%
Nonaccrual loans and leases (NALs)		54			60			123			127			166
Nonperforming assets (NPAs)		47			55			107			109			121
Total allowances for credit losses (ACL) as % of:
Total loans and leases		2.24	%		2.30	%		1.90	%		1.80	%		1.67	%
Nonaccrual loans and leases		57			63			134			138			182
Nonperforming assets		50			58			116			119			132

8

Huntington Bancshares Incorporated
Quarterly Net Charge-Off Analysis
(Unaudited)

	2009			2008
(in thousands)	First			Fourth			Third			Second			First
Net charge-offs by loan and lease type:
Commercial and industrial	$	210,648	(1)	$	473,426	(2)	$	29,646		$	12,361		$	10,732
Commercial real estate:
Construction		25,642			2,390			3,539			575			122
Commercial		57,139			35,991			7,446			14,524			4,153
Commercial real estate		82,781			38,381			10,985			15,099			4,275
Total commercial		293,429			511,807			40,631			27,460			15,007
Consumer:
Automobile loans		14,971			14,885			9,813			8,522			8,008
Automobile leases		3,086			3,666			3,532			2,928			3,211
Automobile loans and leases		18,057			18,551			13,345			11,450			11,219
Home equity		17,680			19,168			15,828			17,345			15,215
Residential mortgage		6,298			7,328			6,706			4,286			2,927
Other loans		6,027			3,766			7,241			4,706			4,081
Total consumer		48,062			48,813			43,120			37,787			33,442
Total net charge-offs	$	341,491		$	560,620		$	83,751		$	65,247		$	48,449
Net charge-offs — annualized percentages:
Commercial:
Commercial and industrial (1),(2)		6.22	%		13.78	%		0.87	%		0.36	%		0.32	%
Commercial real estate:
Construction		5.05			0.45			0.68			0.11			0.02
Commercial		2.83			1.77			0.39			0.77			0.23
Commercial real estate		3.27			1.50			0.45			0.63			0.18
Total commercial		4.96			8.54			0.69			0.47			0.27
Consumer:
Automobile loans		1.56			1.53			1.02			0.94			0.97
Automobile leases		2.39			2.31			1.84			1.28			1.18
Automobile loans and leases		1.66			1.64			1.15			1.01			1.02
Home equity		0.93			1.02			0.85			0.94			0.84
Residential mortgage		0.55			0.62			0.56			0.33			0.22
Other loans		3.59			2.22			4.32			2.69			2.29
Total consumer		1.12			1.12			0.98			0.85			0.75
Net charge-offs as a % of average loans		3.34	%		5.41	%		0.82	%		0.64	%		0.48	%

(1)	The 2009 first quarter included charge-offs totaling $128,338 thousand associated with the Franklin restructuring.
(2)	The 2008 fourth quarter included charge-offs totaling $423,269 thousand associated with Franklin.

9

Huntington Bancshares Incorporated
Quarterly Nonaccrual Loans (NALs), Nonperforming Assets (NPAs) and Past Due Loans and Leases
(Unaudited)

	2009			2008
(in thousands)	March 31,			December 31,			September 30,			June 30,			March 31,
Nonaccrual loans and leases (NALs):
Commercial and industrial (1)	$	398,286		$	932,648		$	174,207		$	161,345		$	101,842
Commercial real estate		629,886			445,717			298,844			261,739			183,000
Residential mortgage (1)		486,955			98,951			85,163			82,882			66,466
Home equity		37,967			24,831			27,727			29,076			26,053
Total nonaccrual loans and leases		1,553,094			1,502,147			585,941			535,042			377,361
Other real estate, net:
Residential (1)		143,856			63,058			59,302			59,119			63,675
Commercial		66,906			59,440			14,176			13,259			10,181
Total other real estate, net		210,762			122,498			73,478			72,378			73,856
Impaired loans held for sale (2)		11,887			12,001			13,503			14,759			66,353
Other NPAs (3)		—			—			2,397			2,557			2,836
Total nonperforming assets	$	1,775,743		$	1,636,646		$	675,319		$	624,736		$	520,406
Nonperforming Franklin loans (1)
Commercial	$	—		$	650,225		$	—		$	—		$	—
Residential mortgage		360,106			—			—			—			—
OREO		79,596			—			—			—			—
Home Equity		6,000			—			—			—			—
Total nonperforming Franklin loans	$	445,702		$	650,225		$	—		$	—		$	—
Nonaccrual loans and leases as a % of total loans and leases (NAL ratio)		3.93	%		3.66	%		1.42	%		1.30	%		0.92	%
NPA ratio (4)		4.46			3.97			1.64			1.52			1.26

	2009			2008
(in thousands)	First			Fourth			Third			Second			First
Nonperforming assets, beginning of period	$	1,636,646		$	675,319		$	624,736		$	520,406		$	472,902
New nonperforming assets		622,515			509,320			175,345			256,308			141,090
Franklin impact, net (1)		(204,523	)		650,225			—			—			—
Returns to accruing status		(36,056	)		(13,756	)		(9,104	)		(5,817	)		(13,484	)
Loan and lease losses		(172,416	)		(100,335	)		(52,792	)		(40,808	)		(27,896	)
Payments		(61,452	)		(66,536	)		(43,319	)		(46,091	)		(38,746	)
Sales		(8,971	)		(17,591	)		(19,547	)		(59,262	)		(13,460	)
Nonperforming assets, end of period	$	1,775,743		$	1,636,646		$	675,319		$	624,736		$	520,406
Total accruing loans and leases past due 90 days or more, including loans guaranteed by the U.S. government	$	228,260		$	271,521		$	248,087		$	190,923		$	200,231
Total accruing loans and leases past due 90 days or more, including loans guaranteed by the U.S. government, as a percent of total loans and leases		0.58	%		0.66	%		0.60	%		0.47	%		0.49	%
Accruing loans and leases past due 90 days or more, excluding loans guaranteed by the U.S. government	$	139,709		$	188,945		$	179,358		$	125,902		$	142,328
Accruing loans and leases past due 90 days or more, excluding loans guaranteed by the U.S. government, as a percent of total loans and leases		0.35	%		0.46	%		0.44	%		0.31	%		0.35	%
Accruing restructured loans
Commercial (1)	$	201,508		$	185,333		$	364,939		$	368,379		$	1,157,361
Residential mortgage		108,011			82,857			71,512			57,802			45,608
Other		45,061			38,227			35,008			29,349			14,215
Total accruing restructured loans	$	354,580		$	306,417		$	471,459		$	455,530		$	1,217,184

(1)	Franklin loans were reported as accruing restructured commercial loans for the three-month periods ended March 31, 2008, June 30, 2008, and September 30, 2008. For the three-month period ended December 31, 2008, Franklin loans were reported as nonaccruing commercial and industrial loans. For the three-month period ended March 31, 2009, nonaccruing Franklin loans were reported as residential mortgage loans, home equity loans, and OREO; reflecting the 2009 first quarter restructuring.
(2)	Represent impaired loans obtained from the Sky Financial acquisition. Held for sale loans are carried at the lower of cost or fair value less costs to sell. The decline from March 31, 2008 to June 30, 2008 was primarily due to the sale of these loans.
(3)	Other NPAs represent certain investment securities backed by mortgage loans to borrowers with lower FICO scores.
(4)	Nonperforming assets divided by the sum of loans and leases, impaired loans held for sale, net other real estate, and other NPAs.

10

Huntington Bancshares Incorporated
Quarterly Common Stock Summary, Capital, and Other Data
(Unaudited)

Quarterly common stock summary

	2009		2008
(in thousands, except per share amounts)	First		Fourth		Third		Second		First
Common stock price, per share
High (1)	$	8.000	$	11.650	$	13.500	$	11.750	$	14.870
Low (1)		1.000		5.260		4.370		4.940		9.640
Close		1.660		7.660		7.990		5.770		10.750
Average closing price		2.733		8.276		7.510		8.783		12.268
Dividends, per share
Cash dividends declared per common share	$	0.0100	$	0.1325	$	0.1325	$	0.1325	$	0.2650
Common shares outstanding
Average — basic		366,919		366,054		366,124		366,206		366,235
Average — diluted (2)		366,919		366,054		367,361		367,234		367,208
Ending		390,682		366,058		366,069		366,197		366,226
Book value per common share	$	7.80	$	14.62	$	15.86	$	15.88	$	16.13
Tangible book value per common share (3)		6.08		5.64		6.85		6.83		7.09

Capital data

	2009						2008
(in millions)	March 31,			December 31,			September 30,			June 30,			March 31,
Calculation of tangible equity / asset ratio:
Total shareholders’ equity	$	4,815		$	7,229		$	6,376		$	6,383		$	5,909
Less: goodwill		(452	)		(3,055	)		(3,056	)		(3,057	)		(3,047	)
Less: other intangible assets		(340	)		(357	)		(376	)		(395	)		(409	)
Add: related deferred tax liability (3)		119			125			132			138			143
Total tangible equity		4,142			3,942			3,075			3,070		$	2,595
Less: Preferred equity		(1,768	)		(1,878)			(569	)		(569	)		—
Total tangible common equity	$	2,374		$	2,064		$	2,506		$	2,501		$	2,595
Total assets	$	51,702		$	54,353		$	54,661		$	55,334		$	56,052
Less: goodwill		(452	)		(3,055	)		(3,056	)		(3,057	)		(3,047	)
Less: other intangible assets		(340	)		(357	)		(376	)		(395	)		(409	)
Add: related deferred tax liability (3)		119			125			132			138			143
Total tangible assets	$	51,029		$	51,066		$	51,360		$	52,020		$	52,739
Tangible equity / asset ratio		8.12	%		7.72	%		5.99	%		5.90	%		4.92	%
Tangible common equity / asset ratio		4.65			4.04			4.88			4.81			4.92
Other capital data:
Total risk-weighted assets	$	45,768		$	46,994		$	46,608		$	46,602		$	46,546
Tier 1 leverage ratio (4)		9.47	%		9.82	%		7.99	%		7.88	%		6.83	%
Tier 1 risk-based capital ratio (4)		11.03			10.72			8.80			8.82			7.56
Total risk-based capital ratio (4)		14.19			13.91			12.03			12.05			10.87
Tangible equity / risk-weighted assets ratio		9.05			8.39			6.60			6.59			5.58
Tangible common equity / risk-weighted assets ratio		5.19			4.39			5.38			5.37			5.58
Other data:
Number of employees (full-time equivalent)		10,533			10,951			10,901			11,251			11,787
Number of domestic full-service banking offices (5)		608			613			612			625			627

(1)	High and low stock prices are intra-day quotes obtained from NASDAQ.
(2)	For the three-month periods ended March 31, 2009, December 31, 2008, September 30, 2008, and June 30, 2008, the impact of the convertible preferred stock issued in April of 2008 was excluded from the diluted share calculation. It was excluded because the result would have been higher than basic earnings per common share (anti-dilutive) for the periods.
(3)	Other intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.
(4)	At end of period. March 31, 2009 ratios are estimated. Based on an interim decision by the banking agencies on December 14, 2006, Huntington has excluded the impact of adopting Statement 158 from the regulatory capital calculations.
(5)	Includes 9 Private Financial Group offices.

11