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VIA EDGAR Office of Financial Services • Form 10-K for the fiscal year ended December 31, 2016, filed February 22, 2017 • Form 10-Q for the quarterly period ended September 30, 2017, filed October 30, 2017

Dear Mr. Rodriguez:

This letter sets forth the responses of Huntington Bancshares Incorporated (the "Company") to comments received from the Staff of the Division of Corporation Finance ("the Staff") of the Securities and Exchange Commission set forth in your letter dated November 16, 2017 (the "Comment Letter"), with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the "Annual Report") and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (the "Quarterly Report"). Unless the context requires otherwise, references to "we," "our," "us," "Huntington," or "the Company" in the responses below refer to Huntington Bancshares Incorporated. For the convenience of the Staff, the comment in the Comment Letter is reprinted in italics below and is followed by the corresponding response of the Company.

Form 10-K for the period ended December 31, 2016

Note 4. Loans / Leases and Allowance for Credit Losses

Impaired Loans, page 128

1.

Please reconcile the difference between the portion of the allowance for loan and lease losses attributable to loans individually evaluated for impairment of $21,546 at December 31, 2016 on page 128 and the related allowance for loan and lease losses by class tables at December 31, 2016 on page 130. Please also reconcile the difference between the portion of the loan and lease ending balance attributable to purchase credit-impaired loans and attributable to loans individually evaluated for impairment of $975,894 at December 31, 2016 on page 128 and the total ending balance by class tables at December 31, 2016 on page 130. Please also tell us the reasons for these apparent differences and the impact, if any, on your financial statements. Please provide us with your materiality analysis under Staff Accounting Bulletin 99.

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 2

Response

We acknowledge that the tables on pages 128 and 130 of the Annual Report differ in the manner noted in your comment. During the second quarter 2017 reporting process, we identified an error in the presentation of impaired commercial and industrial ("C&I") and commercial real estate ("CRE") loans on page 130 of the Annual Report. This error was deemed to be an isolated spreadsheet error which overstated impaired loans by $232 million at December 31, 2016 and is illustrated in the following table:

December 31, 2016

September 30, 2017

dollar amounts in thousands

Carrying Value

Allowance for Loan & Lease Losses

Carrying Value

Allowance for Loan & Lease Losses

Impaired Loans

$

1,573,919

$

55,684

$

1,318,557

$

48,443

Spreadsheet error

(232,317

)

(3,609

)

—

—

Credit Card TDRs

1,463

—

—

Pro Forma Adjusted Impaired Loans

1,343,065

52,952

1,318,557

48,443

Commercial TDRs less than $1 million

(141,583

)

(11,559

)

—

—

Consumer collateral dependent TDRs

(178,327

)

(10,774

)

—

—

Nonaccrual Residential Mortgage & Home Equity

(47,261

)

(9,073

)

(65,420

)

(11,731

)

Individually Evaluated Loans, including PCI

$

975,894

$

21,546

$

1,253,137

$

36,712

During the third quarter 2017, we worked to identify and reconcile impaired loans to the loans individually evaluated for impairment. During this reconciliation process, it was noted that commercial troubled debt restructurings ("TDRs") less than $1 million and consumer collateral dependent TDRs were incorrectly classified as collectively evaluated for impairment in the allowance segmentation table on page 128 of the Annual Report. The specifics of the misclassification error and the respective materiality analysis in accordance with ASC 250 ("SAB 99") is discussed below.

Additionally, the impaired loan table on page 130 of the Annual Report includes nonaccrual residential mortgage and home equity loans that are collectively evaluated for impairment. These loans therefore represent a consistent reconciling item between the tables at each period end, including December 31, 2016. Huntington’s nonaccrual policy for mortgage and home equity loans is 150 and 120 days past due, respectively. Accordingly, it has been concluded that we will be unable to collect amounts due in accordance with the contractual terms and thus, these loans are impaired. However, as these loans are evaluated for impairment on a collective basis under ASC 450, the carrying value of the loan and related allowance is excluded from the individually evaluated for impairment allowance disclosure in accordance with the exception permitted under ASC 310-10-35-13-a for smaller balance homogeneous loans.

Quantitative Assessment

The quantitative impact of the spreadsheet error to the December 31, 2016 impaired loan table as well as the impact of changes made during third quarter 2017 on the December 31, 2016 allowance segmentation table are shown below:

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 3

Pro Forma Adjusted 2016 10-K Allowance Segmentation

(dollar amounts in thousands)

Commercial

Consumer

Total

ALLL at December 31, 2016:

Portion of ALLL balance:

Attributable to loans individually evaluated for impairment

$

22,084

$

21,795

$

43,879

Attributable to loans collectively evaluated for impairment

429,007

165,527

594,534

Total ALLL balance

$

451,091

$

187,322

$

638,413

Loan and Lease Ending Balances at December 31, 2016:

Portion of loan and lease ending balance:

Attributable to purchased credit-impaired loans

$

102,380

$

—

$

102,380

Individually evaluated for impairment

557,207

636,217

1,193,424

Collectively evaluated for impairment

34,700,026

30,883,847

65,583,873

Total loans and leases evaluated for impairment

$

35,359,613

$

31,520,064

$

66,879,677

2016 10-K Allowance Segmentation - As Originally Reported

(dollar amounts in thousands)

Commercial

Consumer

Total

ALLL at December 31, 2016:

Portion of ALLL balance:

Attributable to loans individually evaluated for impairment

$

10,525

$

11,021

$

21,546

Attributable to loans collectively evaluated for impairment

440,566

176,301

616,867

Total ALLL balance

$

451,091

$

187,322

$

638,413

Loan and Lease Ending Balances at December 31, 2016:

Portion of loan and lease ending balance:

Attributable to purchased credit-impaired loans

$

102,380

$

—

$

102,380

Individually evaluated for impairment

415,624

457,890

873,514

Collectively evaluated for impairment

34,841,609

31,062,174

65,903,783

Total loans and leases evaluated for impairment

$

35,359,613

$

31,520,064

$

66,879,677

Allowance Segmentation - Adjustments

(dollar amounts in thousands)

Commercial

Consumer

Total

ALLL at December 31, 2016:

Portion of ALLL balance:

Attributable to loans individually evaluated for impairment

$

11,559

$

10,774

$

22,333

Attributable to loans collectively evaluated for impairment

(11,559

)

(10,774

)

(22,333

)

Total ALLL balance

$

—

$

—

$

—

Loan and Lease Ending Balances at December 31, 2016:

Portion of loan and lease ending balance:

Attributable to purchased credit-impaired loans

$

—

$

—

$

—

Individually evaluated for impairment

141,583

178,327

319,910

Collectively evaluated for impairment

(141,583

)

(178,327

)

(319,910

)

Total loans and leases evaluated for impairment

$

—

$

—

$

—

Misclassification of individually/collectively evaluated allowance / total allowance

2.56

%

5.75

%

3.50

%

Misclassification of individually/collectively evaluated loans / total loans

0.40

%

0.57

%

0.48

%

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 4

Pro Forma Adjusted 2016 10-K Impaired Loans

Year Ended

December 31, 2016

December 31, 2016

(dollar amounts in thousands)

Ending

Balance

Unpaid

Principal

Balance

Related

Allowance

Average

Balance

Interest

Income

Recognized

With no related allowance recorded:

Commercial and industrial

$

299,606

$

358,712

$

—

$

292,567

$

9,401

Commercial real estate

88,817

126,152

—

73,040

4,191

With an allowance recorded:

Commercial and industrial

229,535

251,245

19,469

266,256

7,120

Commercial real estate

41,629

50,433

2,615

57,743

2,387

Automobile

30,961

31,298

1,850

31,722

2,162

Home equity

319,404

352,722

15,032

277,692

13,410

Residential mortgage

327,753

363,099

12,849

348,158

11,945

RV and marine finance

—

—

—

—

—

Other consumer

5,360

5,360

1,137

5,821

Total

Commercial and industrial

529,141

609,957

19,469

558,823

16,521

Commercial real estate

130,446

176,585

2,615

130,783

6,578

Automobile

30,961

31,298

1,850

31,722

2,162

Home equity

319,404

352,722

15,032

277,692

13,410

Residential mortgage

327,753

363,099

12,849

348,158

11,945

RV and marine finance

—

—

—

—

—

Other consumer

5,360

5,360

1,137

5,821

2016 10-K Impaired Loans - As Originally Reported

Year Ended

December 31, 2016

December 31, 2016

(dollar amounts in thousands)

Ending

Balance

Unpaid

Principal

Balance

Related

Allowance

Average

Balance

Interest

Income

Recognized

With no related allowance recorded:

Commercial and industrial

$

299,606

$

358,712

$

—

$

292,567

$

9,401

Commercial real estate

88,817

126,152

—

73,040

4,191

With an allowance recorded:

Commercial and industrial

406,243

448,121

22,259

301,598

8,124

Commercial real estate

97,238

107,512

3,434

68,865

2,978

Automobile

30,961

31,298

1,850

31,722

2,162

Home equity

319,404

352,722

15,032

277,692

13,410

Residential mortgage

327,753

363,099

12,849

348,158

11,945

RV and marine finance

—

—

—

—

—

Other consumer

3,897

3,897

4,481

Total

Commercial and industrial

705,849

806,833

22,259

594,165

17,525

Commercial real estate

186,055

233,664

3,434

141,905

7,169

Automobile

30,961

31,298

1,850

31,722

2,162

Home equity

319,404

352,722

15,032

277,692

13,410

Residential mortgage

327,753

363,099

12,849

348,158

11,945

RV and marine finance

—

—

—

—

—

Other consumer

3,897

3,897

4,481

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 5

2016 10-K Impaired Loans - Adjustments

Year Ended

December 31, 2016

December 31, 2016

(dollar amounts in thousands)

Ending

Balance

Unpaid

Principal

Balance

Related

Allowance

Average

Balance

Interest

Income

Recognized

With no related allowance recorded:

Commercial and industrial

$

—

$

—

$

—

$

—

$

—

Commercial real estate

—

—

—

—

—

With an allowance recorded:

Commercial and industrial

(176,708

)

(196,876

)

(2,790

)

(35,342

)

(1,004

)

Commercial real estate

(55,609

)

(57,079

)

(819

)

(11,122

)

(591

)

Automobile

—

—

—

—

—

Home equity

—

—

—

—

—

Residential mortgage

—

—

—

—

—

RV and marine finance

—

—

—

—

—

Other consumer

1,463

1,463

1,340

Total

Commercial and industrial

(176,708

)

(196,876

)

(2,790

)

(35,342

)

(1,004

)

Commercial real estate

(55,609

)

(57,079

)

(819

)

(11,122

)

(591

)

Automobile

—

—

—

—

—

Home equity

—

—

—

—

—

Residential mortgage

—

—

—

—

—

RV and marine finance

—

—

—

—

—

Other consumer

1,463

1,463

1,340

Overstatement % of total impaired loans

Commercial and industrial

%

%

%

%

%

Commercial real estate

%

%

%

%

%

Total commercial loans

%

%

%

%

%

Total Impaired Loans Analysis

Overstatement % of total impaired loans

%

%

%

%

%

The misclassification of the allowance that was determined based on loans individually evaluated for impairment was 3.5% of the allocated total allowance with no impact to the total allowance measurement. This misclassification was not deemed quantitatively material to the allowance or the financial statements.

The impaired loan error which impacted the individual amounts disclosed as well as total impaired loans reported, was isolated to Note 4 to the financial statements contained in the Annual Report. The disclosed overstatement of the impaired loans had no impact on the calculation and/or the reporting of the allowance for loan losses. Further, we believe the impaired loans disclosure is of limited use to investment analysts and based upon our experience is not utilized by investors and analysts in determining or modeling Huntington's expected results.

Typically, in evaluating the credit quality of a financial institution, an investor or analyst would rely on such credit metrics as delinquencies or nonperforming loans rather than impaired loans as impaired loans can include loans that are charged down to net realizable value, restructured, current and/or performing

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 6

where an allowance is not required. For example, 57% and 68% of our impaired C&I and CRE loans at December 31, 2016 did not require an allowance as the loans were performing under the restructured terms or had been charged down to their net recoverable value. In the event that an investor or analyst utilized the disclosed impaired loan information to evaluate the quality of the loan portfolio, the disclosed overstatement of impaired loans would not materially change the overall assessment of Huntington’s credit quality.

Qualitative Assessment

We also analyzed the impact of the error from a qualitative perspective and considered the following:

•

The error was not the result of significant judgment and disclosure practices have been corrected effective third quarter 2017. The error in the aggregation of commercial impaired loans (i.e., the "double count") was the result of a spreadsheet error and was isolated to fourth quarter 2016.

•

The error did not impact Huntington’s net income or earnings.

•

Because the error did not impact net income, the error does not impact analysts’ expectations for Huntington. Further, Huntington does not believe that analysts view the amounts impacted by this error as a basis for consensus expectations. Huntington has not received any investor questions on this disclosure either related to the Annual Report or prior disclosures.

•

The error did not change a loss into income or vice versa as the error does not impact net income. Additionally, the error had no impact on any of the primary financial statements.

•

The error did not impact segment reporting and had no impact on net income (profitability).

•

The error did not impact Huntington’s compliance with any regulatory reporting requirements. Regulatory reports require the reporting of delinquent loans, nonaccrual loans, and TDRs, which were all correctly reported at December 31, 2016.

•

The error had no impact on any loan covenants or other contractual requirement, as Huntington is not subject to any covenants or other contractual requirements based on the level of impaired loans.

•

The error had no effect on management’s compensation