SecProbe.io

December 7, 2011
 Via E-mail

Mr. Stephen D. Steinour Chief Executive Officer Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 18, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed April 29, 2011
  Form 10-Q for Fiscal Quarter Ended September 30, 2011   Filed October 31, 2011      File No. 001-34073

Dear Mr. Steinour:
 We have reviewed your correspondence f iled with the Commission on August 25, 2011
and have the following additional comments.   In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten bus iness days by amending your future filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.             Form 10-K for the Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Provision for Income Taxes, page 48

1. Please refer to our previous comment one in  our letter dated July 18, 2011.  We note your
response, however it remains unclear what th e reasons for repatriation were.  Please

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 2

 expand your discussion to provide additional sp ecific detail regarding the repatriation and
the effect on your liquidity.  In this  regard, please address the following:

 Provide additional detail as to how the actions taken in  the second paragraph of
Exibit A were was considered in the plan to reinvest the earnings indefinitely and
the reasons for this change.
 Discuss why you changed your actions disc ussed in the second paragraph of
Exhibit A from those originally planned.

 Discuss if the action taken in the seco nd paragraph of Exhibit A was because
other sources of liquidity were no longer available.  If so, please revise your
liquidity section to discuss the declines  of these sources a nd any impact it may
have had on your operations.
 Table 29 – Net Loan and Lease Charge-offs, page 72

2. Please refer to our previous comment seven in our letter dated Ju ly 18, 2011.  We note
your response and your revised disclosure s on page 35 of your September 30, 2011 Form
10-Q.  Please address the following:
 In your response, you indicate that one of th e reasons for the trends in the charge-
off rates for home equity loans as compar ed to residential mortgages is due to
higher credit quality in the home equity portfolio as eviden ced by higher FICO
scores and lower LTVs within the home  equity portfolio.  However, your
disclosures do not seem to indicate a si gnificant difference in credit quality
between these portfolios.  For example, we note on page 88 of your September 30, 2011 Form 10-Q that the FICO at origination and the refreshed FICO for both home equity portfolios and residential mort gages are relatively similar.  We also
note that LTVs at origina tion and the refreshed LTVs are relatively similar for
these portfolios.  Therefore, please expand your response to provide additional
information as to the relative materiality of these items on the previously noted trends.  As part of your response, please  also address why you believe the charge-
off rate trends have changed over the years, since during the periods from 2006-
2008, home equity loans had higher charge-o ff rates as compared to residential
mortgages, but the opposite  was true beginning in 2009.

 Your disclosure indicates that a greate r portion of your residential mortgages are
past due as compared to the home equity loans.  Please revise to disclose the
reasons why you believe a greater percentage  of the residential mortgages are past
due given the apparent similarity of credit  quality of the portfolios.  Discuss why
you believe this may be occurring and the impact of this trend on the charge-off
rates for each portfolio.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 3

 Consolidated Financial Statements

25.  Segment Reporting, page 199

3. Please refer to our previous comment 21 in our letter dated July 18, 2011.We note your
response, however it is still not clear how you determined that the automobile finance
business was not a reportable segment.  Your discussion on page 99 of your 2010 Form
10-K of the separate net income for the auto mobile finance business and commercial real
estate business appears to indicate that ther e is discrete information available for this
business.  Please tell us in more detail what  information the segment manager provides to
the chief operating decision maker when determ ining how to allocate resources and for
review of financial performance for the auto mobile finance and commercial real estate
businesses.  For example, please clarify if the segment manager reports separate
information pertaining to the financial pe rformance of the commercial real estate
business and the auto financing business to th e chief operating decision maker or if the
financial information for these businesses is co mbined.  Please also tell us whether the
automobile finance business would exceed the thresholds in ASC 280- 10-50-12 if it were
reported as a separate segment.

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

 17.  Income Taxes, page 167

4. Please refer to our previous comment 24 in  our letter dated July  18, 2011.  We note your
response in Exhibit E.  Please tell us the following:
 Tell us whether any updates have occurred in the status of your discussions and
settlement offers with the IRS and Commonwealth of Kentucky.
 Tell us the reasons for the decline in unrecognized tax benefits from December
31, 2010 where you reported $49.9 million in unrecognized tax benefits, to March
31, 2011 where you reported $14.5 million in  unrecognized tax benefits, to
September 31, 2011 where you reported  $11.4 million in unrecognized tax
benefits.
 Please refer to paragraph 4 of Exhibi t E of your response dated August 25, 2011.
Please clarify whether amounts relati ng to the IRS and Commonwealth of
Kentucky proposed adjustments were incl uded in your unrecognized tax benefits
during the period ended December 31, 2010 or whether they were recognized
because you determined they met the criter ia of ASC 740-10-25-6. If the latter is
true, please tell us the factors you consid ered in reaching th at conclusion and
discuss each taxing authority separately.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 4

 Form 10-Q for the Fiscal Qu arter Ended September 30, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Business Overview
Recent Industry Developments, page 8

5. We note your disclosure regarding PMI Mortga ge Insurance Co. on page nine.  To give
the reader a more transparent understanding of your risk associ ated with mortgage
insurers, to the extent material, please provi de a tabular disclosure by mortgage insurer
counterparty and include credit quality info rmation of each, quantification of the unpaid
principal balance of both primary and pooled  insurance and the amount of coverage
outstanding.
Risk Management and Capital

Credit Risk
Financial Institution Exposure Risk, page 36

6. We note your disclosure regarding European ex posures, including direct credit exposure
to certain sovereigns and their banks.  Please revise your disclosures in future filings to
clarify whether you have evaluated your exposur e on a gross or net basis.  For example,
clarify if your evaluation of the total exposure is net of credit derivatives or co llateral.  If
your gross exposure is potentially material, please revise your disclosures to provide
quantification of the gross e xposure, collateral values, de rivatives, purchased credit
derivatives, any other-than-temporary impa irment taken and the net exposure.

NPAs, NALs, and TDRs
TDR Loans, page 40

7. We note your disclosure on page 41 that $40.1 million of the increase in commercial
accruing TDRs from the prior quarter reflected  a change based on cl arifying language in
the FASB’s ASU 2011-02 related to when a TD R designation is removed.  Please tell us
how the guidance in ASU 2011-02 changed your policy for removing the TDR designation and how you applied the guidance in ASU 310-40-50-2 prior to the adoption
of ASU 2011-02.
Consolidated Financial Statements

3. Loans / Leases and Allowance for Credit Losses
TDR Loans, page 94

8. We note your disclosure on page 94 that the TD R status is considered for removal if the
loan is subsequently modified at market terms.  Please tell us the following:

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 5

  Please quantify the balance of loans that have been removed from TDR status due
to these types of modifications.

 Describe the circumstances under which you would modify a loan in this manner.
Describe the types of modi fications made under this pol icy (i.e. interest rate,
additional collateral, additional guarantors, etc.) and identify the modifications you do most often.

 Clarify whether you believe these borro wers could have obtained similar
financing elsewhere at cu rrent market rates.

 Clarify whether you have removed the lo ans from TDR status due to the new
terms not representing a concession or whether the borrowers were no longer
experiencing financia l difficulty, or both.

 Given that these loans were already consid ered to be TDRs with modified terms,
please tell us how the new terms compared to the terms of the original loan, as
well as the restructured terms of the loan.  In this regard, tell  us whether the new
terms would have represented a concession if the original lo an had not already
been modified.  Tell us whether you routin ely make modifications such as these in
the normal course of business to borrow ers who are performing according to the
restructured contractual terms of the loan.

 Clarify whether you account for these loans as new loans in accordance with ASC
310-20-35-9 and if so, provide your basis for doing so.

 Tell us in detail how you determined that the TDR status should be removed from
these loans upon modification in stead of after the one year  period set forth in ASC
310-40-50-2,  particularly if you concluded that these loans do not constitute new
loans under  paragraphs  9-11 of ASC 310-20-35.

 Tell us whether you evaluate these loan s individually for any subsequent
impairment.  If not, tell us if you evalua te these loans as a separate pool when
determining the appropriate level of allowa nce for loan losses, and tell us if the
default rates on these modified loans are hi gher than similar loans that have not
experienced credit quality de terioration.  If so, please re vise your disclosures to
discuss that fact and discuss why you believe that trend is occurring.

9. We note your disclosures on page 96-99 showing the effect of the TDR modifications on
your allowance for loan losses.  Please te ll us and expand your disclosures in future
filings to explain why the modi fications had the effect of re ducing the allowance for loan
losses for several loan classe s, and in particular the C& I classes as opposed to the
consumer classes.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 6

 4.  Available-for-Sale and Other Securities

Trust Preferred Securities Data, page 106

10. Your disclosure indicates that although you have recorded substantial other than
temporary impairments for many of these securi ties, substantial temporary losses remain.
For example, the unrealized loss related to th e Reg Diversified secu rity is 96% of the
amortized cost value and the unrealized loss rela ted to the Soloso security is 87% of the
amortized cost value.  Please tell us the following:
 Please confirm that your methodology fo r determining fair value for these
securities has not changed from the methodology described in your
correspondence with the Commission file d on June 23, 2009.  If it has changed,
please provide us, and revise future fili ngs to disclose, a description of the
methodology and assumptions used.
 In your correspondence filed with the Commission on June 23, 2009, we note that
you considered liquidity, financial condition, leverage and other factors related to
the underlying issuers in the pool and th at this informati on was derived from
public and regulatory filings  but could not locate sim ilar disclosures in your
September 30, 2011 Form 10-Q. Please revise y our disclosure in future filings to
expand your discussion of the sources of the assumptions used in your
methodology.

 Please tell us whether any assumptions have changed during the periods reported
in your disclosure.  If so, discuss the im pact that the changes in assumptions has
had on determining the fair value of th e relevant securities and on your decision
whether or not to record othe r than temporary impairment.

 Please revise to disclose your recovery rate assumption(s) and whether or not you
view deferrals to be defaults.

 Considering the significance of the amount of unrealized losses as compared to
the amortized cost value for many of  these securities, please expand your
discussion of the factors considered in de termining that the unrealized losses on
these securities were not other than te mporary.  Please provide this discussion
separately for factors co ntributing to unrealized lo sses relating to potential
illiquidity, interest rate s, etc. when possible.
 15. VIEs

Unconsolidated VIEs, page 132

11. We note that you securitized $1 billion in au to loans during the third quarter of 2011 and
that you accounted for the securitization as a sale under GAAP.   We also note that you

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 7

 previously consolidated an  auto securitization trust when you adopted SFAS 166 and
SFAS 167 in 2010.  We further note your disclo sure on page 146 of your Form 10-K for
the Fiscal Period Ended December 31, 2009 that  the impact of the adoption of these
standards will impact structuri ng of securitizations and other transfers of financial assets
in order to meet the amended sale treatment cr iteria.  Please tell us specifically how the
structure of the securitization during th e third quarter of 2011 changed from your
previous trusts that you conc luded did not meet sale acc ounting (e.g. you did not retain
material residual interest s or you retained differe nt servicing powers).

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Rebekah Li ndsey at (202) 551-3303 or me at (202) 551-3512 if you
have questions regarding these comments.
Sincerely,

 /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant