SecProbe.io

April 30, 2012

Via Email
Donald R. Kimble
Chief Financial Officer Huntington Bancshares Incorporated 41 S. High Street Columbus, Ohio 43287
 Re: Huntington Bancshares Incorporated
  Form 10-K for the Fiscal Year Ended December 31, 2011   Filed February 17, 2012   File No. 001-34073
Dear Mr. Kimble:

We have reviewed your filing and have the following 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 te n business days by amending your filing, by
providing the requested information, or by advising 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 clearl y identifies new or revised disc losures.  If you do not believe
our comments apply to your facts and circum stances 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.    Item 1A. Risk Factors, page 12

1. We note that you have not included risk f actor disclosure addressing the following
items, which appear to be mate rial risks to your business:

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 2
  Please describe the possible negative e ffects of downgrades in either the
company’s credit ratings or the downgra de of the credit ratings of other
institutions or agencies with which the company does business.  To the extent
that you are aware you are under review fo r possible downgrade, please disclose
this information and quantify the e ffects of a potential downgrade.
 To the extent you rely on third parties for key components of your infrastructure,
including online banking capabilities, please discuss this reliance and the
possible risks your dependence presents.
Please revise your disclosure to include se parately captioned risk  factors addressing
each of the items noted above.  In the event you do not believe one or all of these items present material risks to your busine ss, please provide us with an analysis
supporting such conclusion.
 “The resolution of significant pending litigat ion, if unfavorable, could have a material
adverse effect on our results of operati ons for a particular period.” page 17

2. Please revise this risk factor to specifi cally contemplate the litigation discussed in
Note 22 to the financial statements and tail or the discussion to the company’s current
circumstances.
 “We are subject to routine on-going tax exam inations by the IRS and by various other
jurisdictions…” page 18

3. We note your statement that the ultima te resolution of cer tain proposed tax
adjustments could result in penalties and interest and may be material to the
company’s results of operations.  Please revise  this risk factor to  provide more detail
about the nature of the pending inve stigations and c ontested matters.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 24
 Table 17 – TDR Activity, page 60

4. We note your disclosure that you have  approximately $160 million of existing
commercial TDRs that were re-underwritten  with new terms providing a concession.
With respect to these can you please tell us the following:
 Tell us if all of these amounts were co nsidered nonaccruing TDR’s prior to the
latest modification, and if not, please tell us the amount s that were considered
accruing TDR’s versus nonaccruing.

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 3
  Tell us the types of concessions granted and describe the ways they differ from
the original concessions.
 Tell us whether you have a policy limiting the number of modifications that can
be performed for a specific loan.
 It appears that the restructured TDR’s are included in the accruing TDR’s bucket,
but please confirm and tell us whether lo ans are automatically considered to be
accruing TDR’s upon granting of a new concession.
 You have disclosed on page 150 the amount  of TDR’s that have subsequently
defaulted.  Tell us the subsequent defau lt rates for TDR’s that have been re-
modified with additional concessions and whether the default rate is higher or
lower than TDR’s that have not had any additional concessions.
 Tell us whether you have recognized a dditional allowances for these loans upon
re-modification of these TDRs in light of  the fact that ASC 310-10-50-34 requires
that defaults should be factored into th e determination of the allowance for credit
losses.
 Table 20 – Criticized Commerci al Loan Activity, page 63

5. We note your disclosure that you believe ear ly identification of problem loans and
aggressive action plans for problem loans, combined with originating high quality new loans will contribute to improvement in your key credit quality metrics.
However, we were unable to locate any a dditional disclosure relating to potential
problem loans you hold at period end, including a description of the nature and extent
of such loans that are not ot herwise disclosed in your fili ng as nonaccrual loans, loans
over 90-days and still accruing or troubled debt restructur ings.  Please revise future
interim and annual filings to provide this information or, alternatively if you do not
hold any potential problem loans other than those in the ca tegories already disclosed,
please clearly state that fact .  If you do hold potential probl em loans at any period end
that are not otherwise disclosed, please ensure your revised disclosure also
specifically addresses any know n information about possible credit problems of the
borrowers.  Refer to Item III.C.2 of Industry Guide 3 for guidance.
 Notes to the Financial Statements

 Note 3 – Loans and Leases and Allowance for Credit Losses, page 132

TDR Loans, page 146

6. We note your disclosure on page 147 that TDR concessions and classification may
reduce the allowance for loan and lease losses (ALLL) within certain classes,
specifically the C&I and CRE portfolios wher e concessions on TDR loans involve an

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 4
 increase in interest rate and extension of maturity, but for consumer loans concessions
often include interest rate  reductions and therefore th e TDR ALLL calculation results
in a greater ALLL.  Based on the table pres ented in pages 149 and 150 it appears that
interest rate reductions (as opposed to increases) are one of the more common
modification types for your C&I and CRE lo ans.  Additionally, we note that from
these same tables that the interest rate  reduction often leads to a reduction in the
ALLL following the modification in the cas e of certain of your C&I, CRE and
residential mortgage loans.  Please advise, a nd revise your disclosure in future filings
to clarify these points.

7. We note your disclosure on page 150 that  all classes within  the C&I and CRE
portfolios are considered as re-defaulted at 90 past due, automobile loans, other
consumer loans and second-lien home equity  portfolios are considered to be re-
defaulted at 120 days past due and resident ial mortgage loans and first-lien home
equity loans are considered as re-defaulted at 150 days past due.  We also note
footnote 1 to your table on page 152 that indi cates that subsequent  default is defined
as a payment re-default within  12 months of the restructur ing date.   Please clarify
your footnote to the table if the “payment re-default” you are referring to is based on
the days past due information included on page 150.  Additionally, please clarify how
you believe your policy captures the principl e of the disclosure in ASC 310-10-50-34
since the disclosure is based on TDRs that  occurred in the past twelve months and
your policy for determining re-default require s a TDR loan in some instances to be
150 days past due before it would be capture d in this disclosure.  Additionally, in
accordance with ASC 310-10-50-34(b), please re vise your disclosure in future filings
to clarify how your allowance methodology cap tures this re-default risk and discuss
whether it is based on the same paymen t default information included in your
disclosure.
 Note 4 – Available-for-Sale and Other Securities, page 152

8. We note your disclosure in your other-tha n-temporary impairment (OTTI) table on
page 158, that you had unrealized OTTI recoveries of $11.5 million during 2011 and $23.6 million during 2010.  We also note that yo ur consolidated statements of income
show that you recognized net impairment losse s on securities not expected to be sold
in the amount of $7.4 million and $13.7 m illion during the years ended December 31,
2011 and 2010, respectively, which is net of the $11.5 million and $23.6 million of non-credit related losses on s ecurities not expected to be sold during 2011 and 2010,
respectively.  Please re spond to the following:
 Please clarify whether the $11.5 milli on and $23.6 million at December 31, 2011
and 2010, respectively, as shown on page 158, represent recoveri es of unrealized

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 5
 OTTI or whether this represents additio nal impairment as is suggested by your
consolidated statements of income.
 Please clarify whether the $4.2 million and $9.8 million shown as impairment
gains on available-for-sale securities in your consolidat ed statements of income
for the years ended December 31, 2011 a nd 2010, respectively, represent gains or
recoveries on these securities.  To  the extent these amounts do represent
recoveries in fair value, please te ll us your basis for including these
recoveries/gains in your consolidated statements of income.
 Please provide a summary breakdown and e xplanation of the se curities driving
the $4.2 million and $9.8 million during the years ended December 31, 2011 and 2010, respectively.
 Clarify how the tables on pages 158 and 159 interact w ith each other and
reconcile to the amounts reported in the consolidated statements of income.
Specifically, it is not clear how the ta ble on page 159 showing credit losses
recognized in earnings ties to impair ment losses on investment securities
recognized in the consolidated statements of income or to the tables on page 158.
 Note 19 – Fair Value of Asse ts and Liabilities, page 182

9. We note the fair value hierarchy table on page 185 where you have disclosed that you
have netting adjustments of $94.1 million for your derivative assets but there are no
netting adjustments for your derivative liab ilities.  We also note your disclosure on
page 193 that you have pledged $233.5 million in securities and cash collateral to counterparties and that counterparties ha ve pledged $127.0 million of investment
securities and cash collateral  to you to satisfy collateral  netting agreements.  Please
clarify how you have calculated the netting adjustments reflected in this table and
discuss how the amounts interact wi th the disclosure on page 193.
 Schedule 14A filed March 8, 2012

 Compensation Discussion and Analysis, page 19

 2011 Annual Cash Incentive Compensation under the Management Incentive Plan, page 28

10. We note your statement that based on the ove rall performance factor of 74% of target,
individual awards for executive were capped at 74% of the targeted award and could
have been adjusted downward.  Please provi de expanded disclosure to describe the
factors that the Compensation Committee c onsidered when determining each named
NEO’s individual award.

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 6

Long-Term Incentive Compensation, page 29

11. We note your statement on page 31 that the named executive officers received long-
term incentive awards which ranged in va lue from “189% to 241% of base salary”
based on “company and individual performan ce and contributions, retention value of
current equity ownership, historical long- term incentive compensation awards and the
market-based framework the independent c onsultant developed.”   Please provide
expanded disclosure to more specifically a ddress the performance considered for each
NEO on an individual basis and indicate how the consideratio n of those items
identified above resulted in the specific percentage awarded to each individual.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Rahim Ismail at (202) 551- 4965 or Stephanie Ci boroski at (202)
551-3512 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Laura Crotty at (202) 551-3563 or me at (202) 551-3675 with any
other questions.
Sincerely,

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 7
  /s/ Suzanne Hayes
Suzanne Hayes Assistant Director