UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY PERIOD ENDED March 31, 2006
Commission File Number 0-2525
Huntington Bancshares Incorporated
     
Maryland   31-0724920
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number (614) 480-8300
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
  Accelerated filer o   Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
There were 245,275,565 shares of Registrant’s without par value common stock outstanding on April 30, 2006.

Huntington Bancshares Incorporated
INDEX
         
Part I. Financial Information
       
 
       
Item 1. Financial Statements (Unaudited)
       
 
       
Condensed Consolidated Balance Sheets at March 31, 2006, December 31, 2005, and March 31, 2005
    3  
 
       
Condensed Consolidated Statements of Income for the three months ended March 31, 2006 and 2005
    4  
 
       
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2006 and 2005
    5  
 
       
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005
    6  
 
       
Notes to Unaudited Condensed Consolidated Financial Statements
    7  
 
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    26  
 
       
Item 3. Quantitative and Qualitative Disclosures about Market Risk
    83  
 
       
Item 4. Controls and Procedures
    83  
 
       
Part II. Other Information
       
 
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    83  
 
       
Item 6. Exhibits
    83  
 
       
Signatures
    84  
  EX-31.1
  EX-31.2
  EX-32.1
  EX-32.2

2

Part 1. Financial Information
Item 1. Financial Statements
Huntington Bancshares Incorporated
Condensed Consolidated Balance Sheets
                         
    March 31,   December 31,   March 31,
(in thousands, except number of shares)   2006   2005   2005
    (Unaudited)           (Unaudited)
Assets
                       
Cash and due from banks
  $ 797,258     $ 966,445     $ 914,699  
Federal funds sold and securities purchased under resale agreements
    349,098       74,331       144,980  
Interest bearing deposits in banks
    23,204       22,391       29,551  
Trading account securities
    111,208       8,619       100,135  
Loans held for sale
    311,138       294,344       252,932  
Investment securities
    5,034,359       4,526,520       4,052,875  
Loans and leases
                       
Commercial and industrial loans
    6,940,649       6,809,208       6,064,019  
Commercial real estate loans
    4,877,382       4,036,171       4,526,510  
Automobile loans
    2,053,777       1,985,304       2,066,264  
Automobile leases
    2,154,883       2,289,015       2,476,098  
Home equity loans
    4,816,196       4,638,841       4,594,586  
Residential mortgage loans
    4,604,705       4,193,139       3,995,769  
Other consumer loans
    697,997       520,488       483,219  
 
Total loans and leases
    26,145,589       24,472,166       24,206,465  
Allowance for loan and lease losses
    (283,839 )     (268,347 )     (264,390 )
 
Net loans and leases
    25,861,750       24,203,819       23,942,075  
 
Operating lease assets
    174,839       229,077       466,550  
Bank owned life insurance
    1,060,305       1,001,542       973,164  
Premises and equipment
    375,740       360,677       354,979  
Goodwill
    579,246       212,530       212,200  
Other intangible assets
    60,563       4,956       5,580  
Accrued income and other assets
    927,201       859,554       732,879  
 
Total assets
  $ 35,665,909     $ 32,764,805     $ 32,182,599  
 
 
                       
Liabilities and shareholders’ equity
                       
Liabilities
                       
Deposits in domestic offices
                       
Demand deposits — non-interest bearing
  $ 3,776,790     $ 3,390,044     $ 3,186,187  
Interest bearing
    20,326,575       18,548,943       18,182,951  
Deposits in foreign offices
    451,798       470,688       401,835  
 
Total deposits
    24,555,163       22,409,675       21,770,973  
Short-term borrowings
    1,687,536       1,889,260       1,033,496  
Federal Home Loan Bank advances
    1,658,486       1,155,647       903,871  
Other long-term debt
    2,035,576       2,418,419       3,138,626  
Subordinated notes
    1,283,359       1,023,371       1,025,612  
Allowance for unfunded loan commitments and letters of credit
    39,301       36,957       31,610  
Deferred income tax liability
    685,559       743,655       781,152  
Accrued expenses and other liabilities
    640,749       530,320       907,486  
 
Total liabilities
    32,585,729       30,207,304       29,592,826  
 
 
                       
Shareholders’ equity
                       
Preferred stock — authorized 6,617,808 shares; none outstanding
                 
Common stock — without par value; authorized 500,000,000 shares; issued 257,866,255 shares; outstanding 245,183,441; 224,106,172 and 232,002,213 shares, respectively.
    2,548,185       2,491,326       2,484,832  
Less 12,682,814; 33,760,083 and 25,864,042 treasury shares respectively.
    (273,120 )     (693,576 )     (490,139 )
Accumulated other comprehensive loss
    (31,434 )     (22,093 )     (18,686 )
Retained earnings
    836,549       781,844       613,766  
 
Total shareholders’ equity
    3,080,180       2,557,501       2,589,773  
 
 
                       
Total liabilities and shareholders’ equity
  $ 35,665,909     $ 32,764,805     $ 32,182,599  
 
See notes to unaudited condensed consolidated financial statements

3

Huntington Bancshares Incorporated
Condensed Consolidated Statements of Income
(Unaudited)
                 
    Three Months Ended
    March 31,
(in thousands, except per share amounts)   2006   2005
 
Interest and fee income
               
Loans and leases
               
Taxable
  $ 399,346     $ 325,595  
Tax-exempt
    509       312  
Investment securities
               
Taxable
    52,443       38,235  
Tax-exempt
    5,712       4,307  
Other
    6,777       7,656  
 
Total interest income
    464,787       376,105  
 
Interest expense
               
Deposits
    148,314       89,168  
Short-term borrowings
    14,665       4,828  
Federal Home Loan Bank advances
    14,488       8,683  
Subordinated notes and other long-term debt
    43,640       38,228  
 
Total interest expense
    221,107       140,907  
 
Net interest income
    243,680       235,198  
Provision for credit losses
    19,540       19,874  
 
Net interest income after provision for credit losses
    224,140       215,324  
 
Operating lease income
    19,390       46,732  
Service charges on deposit accounts
    41,222       39,418  
Trust services
    21,278       18,196  
Brokerage and insurance income
    15,193       13,026  
Bank owned life insurance income
    10,242       10,104  
Other service charges and fees
    11,509       10,159  
Mortgage banking income
    17,832       12,061  
Securities gains (losses), net
    (20 )     957  
Gains on sales of automobile loans
    448        
Other income
    22,440       17,397  
 
Total non-interest income
    159,534       168,050  
 
Operating lease expense
    14,607       37,948  
Personnel costs
    131,557       123,981  
Net occupancy
    17,966       19,242  
Outside data processing and other services
    19,851       18,770  
Equipment
    16,503       15,863  
Professional services
    5,365       9,459  
Marketing
    7,798       6,454  
Telecommunications
    4,825       4,882  
Printing and supplies
    3,074       3,094  
Amortization of intangibles
    1,075       204  
Other expense
    15,794       18,380  
 
Total non-interest expense
    238,415       258,277  
 
Income before income taxes
    145,259       125,097  
Provision for income taxes
    40,803       28,578  
 
Net income
  $ 104,456     $ 96,519  
 
 
               
Average common shares — basic
    230,976       231,824  
Average common shares — diluted
    234,371       235,053  
 
               
Per common share
               
Net income — basic
  $ 0.45     $ 0.42  
Net income — diluted
    0.45       0.41  
Cash dividends declared
    0.25       0.20  
See notes to unaudited condensed consolidated financial statements

4

Huntington Bancshares Incorporated
Condensed Consolidated Statements of Changes in Shareholders’ Equity
                                                         
                                    Accumulated        
                                    Other        
    Common Stock   Treasury Shares   Comprehensive   Retained    
(in thousands)   Shares   Amount   Shares   Amount   Income (Loss)   Earnings   Total
 
Three Months Ended March 31, 2005 (Unaudited):
                                                       
Balance, beginning of period
    257,866     $ 2,484,204       (26,261 )   $ (499,259 )   $ (10,903 )   $ 563,596     $ 2,537,638  
Comprehensive Income:
                                                       
Net income
                                            96,519       96,519  
Unrealized net losses on investment securities arising during the period, net of reclassification of net realized gains
                                    (20,789 )             (20,789 )
Unrealized gains on cash flow hedging derivatives
                                    13,006               13,006  
 
                                                       
Total comprehensive income
                                                    88,736  
 
                                                       
Cash dividends declared ($0.20 per share)
                                            (46,349 )     (46,349 )
Stock options exercised
            198       399       7,577                       7,775  
Other
            430       188       1,543                       1,973  
 
 
                                                       
Balance, end of period (Unaudited)
    257,866     $ 2,484,832       (25,674 )   $ (490,139 )   $ (18,686 )   $ 613,766     $ 2,589,773  
 
 
                                                       
Three Months Ended March 31, 2006 (Unaudited):
                                                       
Balance, beginning of period
    257,866     $ 2,491,326       (33,760 )   $ (693,576 )   $ (22,093 )   $ 781,844     $ 2,557,501  
Comprehensive Income:
                                                       
Net income
                                            104,456       104,456  
Cumulative effect of change in accounting principle for servicing financial assets, net of tax of $6,521
                                            12,110       12,110  
Unrealized net losses on investment securities arising during the period, net of reclassification of net realized gains
                                    (18,694 )             (18,694 )
Unrealized gains on cash flow hedging derivatives
                                    9,353               9,353  
 
                                                       
Total comprehensive income
                                                    107,225  
 
                                                       
Cash dividends declared ($0.25 per share)
                                            (61,861 )     (61,861 )
Shares issued pursuant to acquisition
            53,366       25,350       522,390                       575,756  
Stock based compensation expense, including related tax effects
            4,273                                       4,273  
Stock options exercised
            (782 )     569       11,671                       10,889  
Treasury shares purchased
                    (4,831 )     (113,326 )                     (113,326 )
Other
            2       (11 )     (279 )                     (277 )
 
 
                                                       
Balance, end of period (Unaudited)
    257,866     $ 2,548,185       (12,683 )   $ (273,120 )   $ (31,434 )   $ 836,549     $ 3,080,180  
 
See notes to unaudited condensed consolidated financial statements.

5

Huntington Bancshares Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
                 
    Three Months Ended
    March 31,
(in thousands of dollars)   2006   2005
 
Operating activities
               
Net income
  $ 104,456     $ 96,519  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for credit losses
    19,540       19,874  
Depreciation on operating lease assets
    13,437       34,703  
Other depreciation and amortization
    18,177       20,255  
Mortgage servicing rights valuation adjustments, including amortization
    (5,681 )     1,001  
Stock-based compensation expense, net of related tax effects
    4,273        
Deferred income tax (benefit) expense
    (59,449 )     2,195  
(Increase) decrease in trading account securities
    (23,845 )     209,495  
Originations of loans held for sale
    (616,943 )     (418,494 )
Principal payments on and proceeds from loans held for sale
    600,149       389,031  
Losses (gains) on sales of investment securities
    20       (957 )
Gains on sales of loans
    (448 )      
Increase of cash surrender value of bank owned life insurance
    (10,242 )     (10,104 )
(Decrease) increase in payable to investors in sold loans
    (7,134 )     12,304  
Other, net
    (11,056 )     54,036  
 
Net cash provided by operating activities
    25,254       409,858  
 
 
               
Investing activities
               
Decrease (increase) in interest bearing deposits in banks
    2,283       (7,153 )
Net cash received for acquisition
    66,507        
Proceeds from:
               
Maturities and calls of investment securities
    110,777       110,100  
Sales of investment securities
    61,687       672,375  
Purchases of investment securities
    (462,392 )     (629,508 )
Net loan and lease originations, excluding sales
    (28,721 )     (678,043 )
Purchases of equipment for operating lease assets
    (8,592 )     (3,388 )
Proceeds from sale of operating lease assets
    47,952       85,843  
Proceeds from sale of premises and equipment
    1,692       28  
Purchases of premises and equipment
    (7,476 )     (12,708 )
Proceeds from sales of other real estate
    2,311       37,347  
 
Net cash used for investing activities
    (213,972 )     (425,107 )
 
 
               
Financing activities
               
Increase in deposits
    449,778       1,008,131  
Decrease in short-term borrowings
    (280,864 )     (173,737 )
Proceeds from issuance of subordinated notes
    250,000        
Proceeds from Federal Home Loan Bank advances
    1,407,050       7,789  
Maturity of Federal Home Loan Bank advances
    (1,007,161 )     (375,006 )
Maturity of long-term debt
    (380,390 )     (860,000 )
Dividends paid on common stock
    (41,678 )     (45,384 )
Repurchases of common stock
    (113,326 )      
Net proceeds from issuance of common stock
    10,889       7,775  
 
Net cash provided by (used for) financing activities
    294,298       (430,432 )
 
Change in cash and cash equivalents
    105,580       (445,681 )
Cash and cash equivalents at beginning of period
    1,040,776       1,505,360  
 
Cash and cash equivalents at end of period
  $ 1,146,356     $ 1,059,679  
 
 
               
Supplemental disclosures:
               
Income taxes paid
  $ 45,874     $ 14,239  
Interest paid
    212,279       123,706  
Non-cash activities
               
Common stock dividends accrued, paid in subsequent quarter
    49,060       36,804  
Stock issued for purchase acquisition
    575,756        
See notes to unaudited condensed consolidated financial statements.

6

Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 — Basis of Presentation
     The accompanying unaudited condensed consolidated financial statements of Huntington Bancshares Incorporated (Huntington or the Company) reflect all adjustments consisting of normal recurring accruals, which are, in the opinion of Management, necessary for a fair presentation of the consolidated financial position, the results of operations, and cash flows for the periods presented. These unaudited condensed consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (SEC or Commission) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted. The Notes to the Consolidated Financial Statements appearing in Huntington’s 2005 Annual Report on Form 10-K (2005 Form 10-K), which include descriptions of significant accounting policies, as updated by the information contained in this report, should be read in conjunction with these interim financial statements.
     Certain amounts in the prior-year’s financial statements have been reclassified to conform to the 2006 presentation.
     For statement of cash flows purposes, cash and cash equivalents are defined as the sum of “Cash and due from banks” and “Federal funds sold and securities purchased under resale agreements.”
Note 2 — New Accounting Pronouncements
Financial Accounting Standards Board (FASB) Statement No. 123 (revised 2004), Share-Based Payment (Statement No. 123R) - Statement 123R was issued in December 2004, requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Statement 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Statement 123R replaces FASB Statement No. 123, Accounting for Stock-Based Compensation (Statement 123) , and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in APB 25, as long as the footnotes to financial statements disclosed pro forma net income under the preferable fair-value-based method. Effective January 1, 2006, Huntington has adopted Statement 123R. The impact of adoption to Huntington’s results of operations is presented in Note 10.
Financial Accounting Standards Board (FASB) Statement No. 154, Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3 (Statement No. 154) - In May 2005, the FASB issued Statement No. 154, which replaces APB Opinion No. 20, Accounting Changes , and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements . Statement No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Statement No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The impact of this new pronouncement was not material to Huntington’s financial condition, results of operations, or cash flows.
FASB Statement No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140 (Statement No. 155) - On February 16, 2006, the FASB issued Statement No. 155. Statement No. 155 amends Statement No. 133 to simplify the accounting for certain derivatives embedded in other financial instruments (hybrid financial instruments) by permitting fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise required bifurcation, provided that the entire hybrid financial instrument is accounted for on a fair value basis. Statement No. 155 also establishes the requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, which replaces the interim guidance in Derivative Instrument Group Issue D1, Recognition and Measurement of Derivatives: Application of Statement 133 to Beneficial Interests in Securitized Financial Assets . Statement No. 155 amends Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities—a replacement of FASB Statement 125 (Statement No. 140), to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to beneficial interests other than another derivative financial instrument. Statement No. 155 is effective for all financial instruments acquired or issued after the beginning of the first fiscal year that begins after September 15, 2006, with earlier adoption allowed. Huntington adopted Statement No. 155 effective January 1, 2006, with no impact to reported financial results.

7

FASB Statement No. 156, Accounting for Servicing of Financial Assets — an amendment of FASB Statement No. 140 ( Statement No. 156) - In March 2006, the FASB issued Statement No. 156, an amendment of Statement No. 140. The Statement requires all separately recognized servicing rights be initially measured at fair value, if practicable. For each class of separately recognized servicing assets and liabilities, this statement permits Huntington to choose either to report servicing assets and liabilities at fair value or at amortized cost. Under the fair value approach, servicing assets and liabilities are recorded at fair value at each reporting date with changes in fair value recorded in earnings in the period in which the changes occur. Under the amortized cost method, servicing assets and liabilities are amortized in proportion to and over the period of estimated net servicing income or net servicing loss and are assessed for impairment based on fair value at each reporting date. The statement is effective for fiscal years beginning after September 15, 2006, and allows early adoption as of the beginning of a fiscal year for which the entity has not previously issued interim financial statements. Huntington elected to adopt the provisions of Statement No. 156 for mortgage servicing rights effective January 1, 2006 and has recorded mortgage servicing assets using the fair value provision of the standard. The adoption of Statement No. 156 resulted in an $18.6 million increase in the carrying value of mortgage servicing right assets as of January 1, 2006. The cumulative effect of this change was $12.1 million, net of taxes, which is reflected as an increase in retained earnings in the Condensed Consolidated Statement of Shareholders’ Equity. (See Note 5).
Proposed Interpretation of Statement No. 109, Accounting for Uncertain Tax Positions - In July 2005, the FASB issued an exposure draft of a proposed interpretation on accounting for uncertain tax positions under Statement No. 109, Accounting for Income Taxes . The exposure draft contains proposed guidance on the recognition and measurement of uncertain tax positions. If adopted as proposed, the Company would be required to recognize, in its financial statements, the best estimate of the impact of a tax position, only if that tax position is probable of being sustained on audit based solely on the technical merits of the position. The proposed effective date for the interpretation was originally scheduled for December 31, 2005, with a cumulative effect of a change in accounting principle to be recorded upon the initial adoption. In January 2006, FASB decided to make forthcoming rules on certain tax positions effective in 2007. FASB also moved to a view that such recognition should be changed from the tax position being ''probable of being sustained on audit based solely on the technical merits of the position’’ to a less stringent benchmark of ''more likely than not’’ that the position would be sustained on audit or final resolution through legal action or settlement. FASB expects to publish the planned rules on uncertain tax positions in 2006. Huntington is currently evaluating the impact this proposed interpretation will have on its consolidated financial statements.
Proposed FASB amendment to FAS 128, Earnings Per Share - In September 2005, the FASB issued an Exposure Draft, Earnings Per Share, an amendment of FASB Statement No. 128 . This Exposure Draft would amend FASB Statement No. 128, Earnings Per Share , to clarify guidance for mandatorily convertible instruments, the treasury stock method, contracts that may be settled in cash or shares and contingently issuable shares. The proposed Exposure Draft as currently drafted would be effective for interim and annual periods ending after June 15, 2006. Retrospective application would be required for all changes to FASB Statement No. 128, except that retrospective application would be prohibited for contracts that were either settled in cash prior to adoption or modified prior to adoption to require cash settlement. Huntington does not expect adoption of this Statement to have a material effect on the calculation of basic or diluted earnings per share.
Proposed FASB amendment to FAS 132, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132R - In March 2006, the FASB issued an Exposure Draft, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”. This Exposure Draft would amend the FASB Statements No. 87, 88, 106 and 132R. The intent of the Exposure Draft is to require an employer to recognize in its statement of financial position the overfunded or underfunded status of its defined benefit plans and to recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and prior service costs and credits that arise during the period. The comment deadline on this Exposure Draft is May 31, 2006, with a planned effective date for fiscal years ending after December 31, 2006. The Company is reviewing the Exposure Draft and evaluating the impact on its consolidated financial statements. Management estimates that, based on the provisions of the exposure draft, that, based on the carrying value of its net pension asset at December 31, 2005, the proposed standard would result in a write-down of its pension asset by $155.7 million which would decrease other comprehensive income by $101.2 million in the period that the standard is adopted.

8

Note 3 — Formal Regulatory Supervisory Agreements
     On March 1, 2005, Huntington announced that it had entered into a formal written agreement with the Federal Reserve Bank of Cleveland (FRBC), and the Bank had entered into a formal written agreement with the Office of the Comptroller of the Currency (OCC), providing for a comprehensive action plan designed to enhance corporate governance, internal audit, risk management, accounting policies and procedures, and financial and regulatory reporting. The agreements called for independent third-party reviews, as well as the submission of written plans and progress reports by Management and would remain in effect until terminated by the banking regulators.
     On October 6, 2005, Huntington announced that the OCC had lifted its formal written agreement with the Bank dated February 28, 2005, and that the FRBC written agreement remained in effect. Huntington was verbally advised that it was in full compliance with the financial holding company and financial subsidiary requirements under the Gramm-Leach-Bliley Act (GLB Act). This notification reflected that Huntington and the Bank met both the “well-capitalized” and “well-managed” criteria under the GLB Act. Management believes that the changes it has already made, and is in the process of making, will address the FRBC issues fully and comprehensively.
Note 4 — Business Combination
     On March 1, 2006, Huntington completed its merger with Canton, Ohio-based Unizan Financial Corp. (Unizan). Unizan operated 42 banking offices in five metropolitan markets in Ohio: Canton, Columbus, Dayton, Newark and Zanesville.
     Under the terms of the merger agreement announced January 27, 2004 and amended November 11, 2004, Unizan shareholders of record as of the close of trading on February 28, 2006, received 1.1424 shares of Huntington common stock for each share of Unizan. The assets and liabilities of the acquired entity were recorded on the Company’s balance sheet at their fair values as of the acquisition date. Unizan’s results of operations have been included in the Company’s consolidated statement of income since the acquisition date.
     The following table shows the excess purchase price over carrying value of net assets acquired, preliminary purchase price allocation, and resulting goodwill:
         
(in thousands)   March 1, 2006
 
Purchase price
  $ 575,793  
Carrying value of net assets acquired
    (194,996 )
 
Excess of purchase price over carrying value of net assets acquired
    380,797  
 
       
Purchase accounting adjustments:
       
Loans and leases
    16,870  
Premises and equipment
    322  
Accrued income and other assets
    1,148  
Deposits
    748  
Subordinated notes
    2,845  
Deferred federal income tax liability
    11,838  
Accrued expenses and other liabilities
    8,830  
 
Goodwill and other intangible assets
    423,398  
Less other intangible assets
     
Core deposit intangible
    (45,000 )
Other identifiable intangible assets
    (11,682 )
 
Other intangible assets
    (56,682 )
 
Goodwill
  $ 366,716  
 
     Huntington has not formalized its determination of the fair value of acquired assets and liabilities and will adjust goodwill upon completion of the valuation process.
     Of the $56.7 million of acquired intangible assets, $45.0 million was assigned to core deposit intangible and $11.7 million was assigned to customer relationship intangibles. The core deposit and customer relationship intangibles have a weighted average useful life of 10 years and 15 years, respectively.

9

     Goodwill resulting from the transaction totaled $366.7 million and was assigned to Regional Banking and the Private Financial and Capital Markets Group in the amount of $348.7 million and $18.0 million, respectively.
     The following table summarizes the estimated fair value of the net assets acquired on March 1, 2006 related to the acquisition of Unizan:
         
(in thousands)   March 1, 2006
 
Assets
       
Cash and due from banks
  $ 66,544  
Interest bearing deposits in banks
    3,096  
Investment securities
    300,416  
Loans and leases
    1,665,602  
Allowance for loan and lease losses
    (22,187 )
 
Net loans and leases
    1,643,415  
 
Bank owned life insurance
    48,521  
Premises and equipment
    21,079  
Goodwill
    366,716  
Other intangible assets
    56,682  
Accrued income and other assets
    21,121  
 
Total assets
    2,527,590  
 
       
Liabilities
       
Deposits
    1,696,124  
Short-term borrowings
    79,140  
Federal Home Loan Bank advances
    102,950  
Subordinated notes
    23,464  
Deferred federal income tax liability
    11,838  
Accrued expenses and other liabilities
    38,281  
 
Total liabilities
    1,951,797  
 
Purchase price
  $ 575,793  
 
     Huntington’s consolidated financial statements include the results of operations of Unizan only since March 1, 2006, the date of acquisition. The following unaudited summary information presents the consolidated results of operations of Huntington on a pro forma basis, as if the Unizan acquisition had occurred at the beginning of 2006 and 2005.
                 
    Three Months Ended
    March 31,
(in thousands, except per share amounts)   2006   2005
Net interest income
  $ 255,282     $ 251,971  
Provision for credit losses
    (19,912 )     (21,169 )
         
Net interest income after provision for credit losses
    235,370       230,802  
         
Non-interest income
    163,360       175,054  
Non-interest expense
    (246,879 )     (276,080 )
         
Income before income taxes
    151,851       129,776  
Provision for income taxes
    (42,800 )     (30,380 )
         
Net income
  $ 109,051     $ 99,396  
         
 
               
Net income per common share
               
Basic
  $ 0.44     $ 0.39  
Diluted
    0.43       0.38  
 
               
Average common shares outstanding
               
Basic
    247,869       257,058  
Diluted
    251,264       260,414  
     The pro forma results include amortization of fair value adjustments on loans, deposits, and debt, and amortization of newly created intangibles and post-merger acquisition related charges. The pro forma number of average common shares

10

outstanding includes adjustments for shares issued for the acquisition and the impact of additional dilutive securities but does not assume any incremental share repurchases. The pro forma results presented do not reflect cost savings, or revenue enhancements anticipated from the acquisition, and are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results.
Note 5 — Loan Sales and Securitizations
Automobile loans
     Huntington sold $169.8 million of automobile loans in the first quarter of 2006, resulting in pre-tax gains of $0.4 million. There were no automobile loan sales in the first quarter of 2005.
     A servicing asset is established at an initial carrying value based on the relative fair value at the time of the sale. The servicing asset is then amortized against servicing income. Impairment, if any, is recognized when carrying value exceeds the fair value as determined by calculating the present value of expected net future cash flows. The primary risk characteristic for measuring servicing assets is payoff rates of the underlying loan pools. Valuation calculations rely on the predicted payoff assumption, and if actual payoff is quicker than expected, then future value would be impaired.
     Changes in the carrying value of automobile loan servicing rights for the three months ended March 31, 2006 and 2005, and the fair value at the end of each period were as follows:
                 
    Three Months Ended
    March 31,
(in thousands)   2006   2005
 
Carrying value, beginning of period
  $ 10,805     $ 20,286  
New servicing assets
    998        
Amortization
    (2,193 )     (3,240 )
 
Carrying value, end of period
  $ 9,610     $ 17,046  
 
 
               
Fair value, end of period
  $ 11,086     $ 17,844  
 
     Huntington has retained servicing responsibilities and receives annual servicing fees from 0.55% to 1.00% of the outstanding loan balances. Servicing income, net of amortization of capitalized servicing assets, amounted to $3.4 million and $2.4 million for the three months ended March 31, 2006 and 2005, respectively.
Residential Mortgage Loans
     A mortgage servicing right (MSR) is established only when the servicing is contractually separated from the underlying mortgage loans by sale or securitization of the loans with servicing rights retained. Effective January 1, 2006, the Company early adopted Statement No. 156. The same risk management practices are applied to all MSRs and, accordingly, MSRs were identified as a single asset class and were re-measured to fair value as of January 1, 2006 with an adjustment to retained earnings.
     At initial recognition, the MSR asset is established at its fair value using assumptions that are consistent with assumptions used at the time to estimate the fair value of the total MSR portfolio. Subsequent to initial capitalization, MSR assets are carried at fair value and are included in other assets. Any increase or decrease in fair value during the period is recorded as an increase or decrease in servicing income, which is reflected in non-interest income in the consolidated income statement.

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     A summary of the changes in MSR fair value during the quarter follows:
         
    Three Months Ended
    March 31,
(in thousands)   2006
 
Carrying value at December 31, 2005
  $ 91,259  
Cumulative effect in change in accounting principle
    18,631  
 
Fair value after cumulative effect in change in accounting principle
    109,890  
New servicing assets created
    5,777  
Servicing assets acquired
    1,909  
Change in fair value during the period
    5,681  
 
Fair value at March 31, 2006
  $ 123,257  
 
     MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs occur, the precise terms and conditions are typically not readily available. Therefore, the fair value of MSRs is estimated using a discounted future cash flow model. The model considers portfolio characteristics, contractually specified servicing fees and assumptions related to prepayments, delinquency rates, late charges, other ancillary revenues, costs to service, and other economic factors. Changes in the assumptions used may have a significant impact on the valuation of MSRs.
     A summary of key assumptions and the sensitivity of the MSR value at March 31, 2006 to changes in these assumptions follows:
                         
            Decline in fair value
            due to
            10%   20%
            adverse   adverse
(in thousands)   Actual   change   change
 
Constant pre-payment rate
    11.48 %   $ (5,145 )   $ (9,820 )
Discount rate
    9.37       (4,543 )     (8,764 )
     MSR values are very sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be greatly impacted by the level of prepayments. The Company hedges against changes in MSR fair value attributable to changes in interest rates through a combination of derivative instruments and trading securities.
     Prior to 2006, servicing rights were evaluated quarterly for impairment based on the fair value of those rights, using a disaggregated approach. The fair value of the servicing rights was determined by estimating the present value of future net cash flows, taking into consideration market loan prepayment speeds, discount rates, servicing costs, and other economic factors. Temporary impairment was recognized in a valuation allowance against the mortgage servicing rights.
     Changes in the impairment allowance of mortgage servicing rights for the three months ended March 31, 2005, were as follows:
         
    Three Months Ended
    March 31,
(in thousands)   2005
 
Balance, beginning of period
  $ (4,775 )
Impairment charges
    (1,180 )
Impairment recovery
    4,940  
 
Balance, end of period
  $ (1,015 )
 
     A summary of servicing fee income earned during the three months ended March 31, 2006 and 2005 was as follows:
                 
    Three Months Ended
    March 31,
(in thousands)   2006   2005
 
Servicing fees
  $ 5,924     $ 5,394  
Late fees
    610       505  
Ancillary fees
    253       126  
 
Total fee income
  $ 6,787     $ 6,025  
 

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Note 6 — Investment Securities
     Listed below are the contractual maturities (under 1 year, 1-5 years, 6-10 years and over 10 years) of investment securities at March 31, 2006, December 31, 2005, and March 31, 2005:
                                                 
    March 31, 2006   December 31, 2005   March 31, 2005
    Amortized           Amortized           Amortized    
(in thousands)   Cost   Fair Value   Cost   Fair Value   Cost   Fair Value
 
U.S. Treasury
                                               
Under 1 year
  $     $     $     $     $     $  
1-5 years
    21,253       20,466       23,446       22,893       24,739       24,376  
6-10 years
    2,946       3,014       753       782       248       260  
Over 10 years
                                   
 
Total U.S. Treasury
    24,199       23,480       24,199       23,675       24,987       24,636  
 
Federal agencies
                                               
Mortgage backed securities
                                               
Under 1 year
                                   
1-5 years
    29,853       28,698       31,058       30,047       17,649       17,296  
6-10 years
                            20,835       20,442  
Over 10 years
    1,244,278       1,197,187       1,278,540       1,248,975       644,058       625,922  
 
Total mortgage-backed Federal agencies
    1,274,131       1,225,885       1,309,598       1,279,022       682,542       663,660  
 
Other agencies
                                               
Under 1 year
    45,099       44,247                          
1-5 years
    252,770       241,958       296,945       286,754       535,760       522,427  
6-10 years
    51,048       47,467       52,440       49,712       450,231       430,329  
Over 10 years
                                   
 
Total other Federal agencies
    348,917       333,672       349,385       336,466       985,991       952,756  
 
 
                                               
Total Federal agencies
    1,623,048       1,559,557       1,658,983       1,615,488       1,668,533       1,616,416  
 
 
                                               
Municipal securities
                                               
Under 1 year
    65       65       65       65       63       63  
1-5 years
    145       145       145       145       361       362  
6-10 years
    154,741       151,982       144,415       143,597       82,923       81,932  
Over 10 years
    393,470       390,206       400,156       401,043       309,063       309,442  
 
Total municipal securities
    548,421       542,398       544,781       544,850       392,410       391,799  
 
Private label CMO
                                               
Under 1 year
                                   
1-5 years
                                   
6-10 years
                                   
Over 10 years
    663,447       651,017       402,959       393,569       435,931       428,839  
 
Total private label CMO
    663,447       651,017       402,959       393,569       435,931       428,839  
 
Asset backed securities
                                               
Under 1 year
                                   
1-5 years
    30,503       30,445       31,663       31,659       30,000       30,000  
6-10 years
                            6,385       6,419  
Over 10 years
    2,071,020       2,071,735       1,757,031       1,757,121       1,404,743       1,409,855  
 
Total asset backed securities
    2,101,523       2,102,180       1,788,694       1,788,780       1,441,128       1,446,274  
 
Other
                                               
Under 1 year
    2,400       2,400       1,700       1,700       2,100       2,109  
1-5 years
    9,800       9,808       10,997       11,051       11,005       11,219  
6-10 years
    1,252       1,186       2,062       2,063       2,655       2,622  
Over 10 years
    44       43       44       43       35,149       37,922  
Non-marketable equity securities
    136,123       136,123       89,661       89,661       85,568       85,568  
Marketable equity securities
    5,271       6,167       55,058       55,640       5,190       5,471  
 
Total other
    154,890       155,727       159,522       160,158       141,667       144,911  
 
 
                                               
Total investment securities
  $ 5,115,528     $ 5,034,359     $ 4,579,138     $ 4,526,520     $ 4,104,656     $ 4,052,875  
 
Duration in years (1)
            2.8               2.8               2.8  
 
(1)   The average duration assumes a market driven pre-payment rate on securities subject to pre-payment.

13

     Based upon its assessment, Management does not believe any individual unrealized loss at March 31, 2006, represents an other-than-temporary impairment. In addition, Huntington has the ability to hold these securities for a time necessary, including to maturity, to recover the amortized cost. There were no securities classified as held to maturity at March 31, 2006.
     Other securities include Federal Home Loan Bank and Federal Reserve Bank stock, corporate debt and marketable equity securities.
Note 7 — Other Comprehensive Income
The components of Huntington’s other comprehensive income in the three months ended March 31, were as follows:
                 
    Three Months Ended  
    March 31,  
(in thousands)   2006     2005  
 
Unrealized losses on investment securities arising during the period:
               
Unrealized net losses
  $ (28,571 )   $ (31,165 )
Related tax benefit
    9,864       10,998  
 
Net
    (18,707 )     (20,167 )
 
 
               
Reclassification adjustment for net losses (gains) from sales of investment securities realized during the period:
               
Realized net losses (gains)
    20       (957 )
Related tax (benefit) expense
    (7 )     335  
 
Net
    13       (622 )
 
 
               
Total unrealized net losses on investment securities arising during the period, net of reclassification of net realized gains and losses
    (18,694 )     (20,789 )
 
 
               
Unrealized gains on cash flow hedging derivatives arising during the period:
               
Unrealized net gains
    14,389       20,009  
Related tax expense
    (5,036 )     (7,003 )
 
Net
    9,353       13,006  
 
 
               
Total other comprehensive (loss) income
  $ (9,341 )   $ (7,783 )
 
     Activity in accumulated other comprehensive income for the three months ended March 31, 2006 and 2005 was as follows:
                                 
    Unrealized losses     Unrealized gains on     Minimum        
    on investment     cash flow hedging     pension        
(in thousands)   securities     derivatives     liability     Total  
 
Balance, December 31, 2004
  $ (12,683 )   $ 4,252     $ (2,472 )   $ (10,903 )
Period change
    (20,789 )     13,006             (7,783 )
 
Balance, March 31, 2005
  $ (33,472 )   $ 17,258     $ (2,472 )   $ (18,686 )
 
 
                               
Balance, December 31, 2005
  $ (34,016 )   $ 15,206     $ (3,283 )   $ (22,093 )
Period change
    (18,694 )     9,353             (9,341 )
 
Balance, March 31, 2006
  $ (52,710 )   $ 24,559     $ (3,283 )   $ (31,434 )
 

14

Note 8 — Earnings per Share
     Basic earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted for the potential issuance of common shares for dilutive stock options. The calculation of basic and diluted earnings per share for each of the three months ended March 31 is as follows:
                 
    Three Months Ended
    March 31,
(in thousands, except per share amounts)   2006   2005
 
Net income
  $ 104,456     $ 96,519  
 
               
Average common shares outstanding
    230,976       231,824  
Dilutive potential common shares
    3,395       3,229  
 
Diluted average common shares outstanding
  $ 234,371     $ 235,053  
 
 
               
Earnings per share
               
Basic
  $ 0.45     $ 0.42  
Diluted
    0.45       0.41  
     The average market price of Huntington’s common stock for the period was used in determining the dilutive effect of outstanding stock options. Dilutive potential common shares include stock options and options held in deferred compensation plans. Dilutive potential common shares are computed based on the number of shares subject to options that have an exercise price less than the average market price of Huntington’s common stock for the period.
     Options on approximately 5.7 million and 2.6 million shares were outstanding at March 31, 2006 and 2005, respectively, but were not included in the computation of diluted earnings per share because the effect would be antidilutive. The weighted average exercise price for these options was $25.68 per share and $26.96 per share at the end of the same respective periods.
Note 9 — Stock-Based Compensation
     Huntington sponsors nonqualified and incentive stock option plans. These plans provide for the granting of stock options to officers, directors and other employees at the market price on the date of the grant. Huntington’s board of directors has approved all of the plans. Shareholders have approved each of the plans, except for the broad-based Employee Stock Incentive Plan. Of the 26.5 million options to purchase shares of common stock authorized for issuance under the plans at March 31, 2006, 21.0 million were outstanding and 5.5 million were available for future grants. Options vest ratably over three years or when other conditions are met. Options granted prior to May 2004 have a maximum term of ten years. All options granted beginning in May 2004 have a maximum term of seven years.
     On January 1, 2006, Huntington adopted the fair value recognition provisions of Statement No. 123R relating to its stock-based compensation plans. Prior to January 1, 2006, Huntington had accounted for stock-based compensation plans under the intrinsic value method promulgated by APB Opinion 25, Accounting for Stock Issued to Employees , and related interpretations. In accordance with APB 25, compensation expense for employee stock options was generally not recognized for options granted that had an exercise price equal to the market value of the underlying common stock on the date of grant.
     Under the modified prospective method of Statement No. 123R, compensation expense was recognized during the three months ended March 31, 2006, for all unvested stock options, based on the grant date fair value estimated in accordance with the original provisions of Statement No. 123 and for all stock based payments granted after January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of Statement No. 123R. Stock-based compensation expense was recorded in personnel costs in the consolidated statement s of income. Huntington’s financial results for the prior periods have not been restated.

15

     The following table represents the impact of adoption of Statement 123R on Huntington’s income before income taxes, net income and basic and diluted earnings per share for the three months ended March 31, 2006.
         
    Stock-based
    compensation
(in millions, except per share amounts)   expense
Income before income taxes
  $ 4.3  
Net income
    2.8  
Earnings per share
       
Basic
  $ 0.01  
Diluted
    0.01  
     Prior to the adoption of Statement 123R, Huntington presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the consolidated statements of cash flows. Statement 123R requires the cash flows resulting from tax benefits resulting from tax deductions in excess of compensation costs recognized for those options (excess tax benefits) to be classified as financing cash flows. As a result, the benefits of tax deductions in excess of recognized compensation cost included in net financing cash flows was not significant.
     Consistent with the valuation method used for the disclosure only provisions of Statement No. 123, Huntington is using the Black-Scholes option-pricing model to value stock-based compensation expense. This model assumes that the estimated fair value of options is amortized over the options’ vesting periods and the compensation costs would be included in personnel costs on the consolidated statements of income. Forfeitures are estimated at the date of grant based on historical rates and reduce the compensation expense recognized. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. Expected volatility is based on the historical volatility of Huntington’s stock. The expected term of options granted is derived from historical data on employee exercises. The expected dividend yield is based on the dividend rate and stock price on the date of the grant. The following table illustrates the weighted-average assumptions used in the option-pricing model for options granted in each of the periods presented.
                 
    Three Months Ended
    March 31,
    2006   2005
 
Assumptions
               
Risk-free interest rate
    4.47 %     4.13 %
Expected dividend yield
    4.32       3.47  
Expected volatility of Huntington’s common stock
    22.2       26.3  
Expected option term (years)
    6.0       6.0  
     The weighted-average fair value of each option granted for the three months ended March 31, 2006 and 2005 was $4.33 per share and $4.85 per share, respectively.
     The following pro forma disclosures for net income and earnings per diluted common share for the three months ended March 31, 2005 are presented as if Huntington had applied the fair value method of accounting of Statement No. 123 in measuring compensation costs for stock options.
         
    Three Months Ended
(in millions, except per share amounts)   March 31, 2005
 
Pro forma results
       
Net income, as reported
  $ 96.5  
Pro forma expense, net of tax
    (2.9 )
 
Pro forma net income
  $ 93.6  
 
 
       
Net income per common share:
       
Basic, as reported
  $ 0.42  
Basic, pro forma
    0.40  
Diluted, as reported
    0.41  
Diluted, pro forma
    0.40  

16

     Huntington’s stock option activity and related information for the three months ended March 31, 2006 was as follows:
                                 
                    Weighted-        
            Weighted-     Average        
            Average     Remaining     Aggregate  
            Exercise     Contractual     Intrinsic  
(in thousands, except per share amounts)   Options     Price     Life (Years)     Value  
 
Outstanding at January 1, 2006
    21,004     $ 21.11                  
Granted
    10       23.39                  
Acquired (1)
    655       16.56                  
Exercised
    (613 )     16.74                  
Forfeited/expired
    (111 )     21.95                  
 
 
                               
Outstanding at March 31, 2006
    20,945       21.09       5.4       72,454  
 
 
                               
Exercisable at March 31, 2006
    13,116     $ 20.11       5.0     $ 59,879  
 
(1)   Relates to option plans acquired from the merger with Unizan.
     The aggregate intrinsic value represents the amount by which the fair value of underlying stock exceeds the option exercise price. The total intrinsic value of stock options exercised during the three months ended March 31, 2006 was $4.5 million.
     Huntington issues shares to fulfill stock option exercises from available shares held in treasury. At March 31, 2006, the Company believes there are adequate shares in treasury to satisfy anticipated stock option exercises in 2006.
     The following table summarizes the status of Huntington’s nonvested options for the three months ended March 31, 2006:
                 
            Weighted-  
            Average  
            Grant Date  
(in thousands, except per share amounts)   Options     Fair Value  
 
Nonvested at January 1, 2006
    7,956     $ 5.53  
Granted
    10       4.33  
Acquired (1)
    19       4.61  
Vested
    (51 )     5.19  
Forfeited
    (105 )     5.58  
 
Nonvested at March 31, 2006
    7,829     $ 5.52  
 
(1)   Relates to option plans acquired from the merger with Unizan.
     As of March 31, 2006, the total compensation cost related to nonvested awards not yet recognized was $25.4 million with a weighted-average expense recognition period of 1.8 years. The total fair value of options vested during the three months ended March 31, 2006 was $0.3 million.
     Additional information regarding options outstanding as of March 31, 2006, is as follows:
                                         
(in thousands, except per share amounts)   Options Outstanding     Exercisable Options  
            Weighted-                      
            Average     Weighted-             Weighted-  
            Remaining     Average             Average  
Range of           Contractual     Exercise             Exercise  
Exercise Prices   Shares     Life (Years)     Price     Shares     Price  
 
$11.03 to $15.00
    805       5.0     $ 14.26       805     $ 14.26  
$15.01 to $20.00
    8,109       5.3       18.06       6,680       17.66  
$20.01 to $25.00
    9,749       6.2       22.74       3,367       21.57  
$25.01 to $28.35
    2,282       2.8       27.22       2,264       27.24  
 
 
                                       
Total
    20,945       5.4     $ 21.09       13,116     $ 20.11  
 

17

Note 10 — Benefit Plans
     Huntington sponsors the Huntington Bancshares Retirement Plan (the Plan), a non-contributory defined benefit pension plan covering substantially all employees. The Plan provides benefits based upon length of service and compensation levels. The funding policy of Huntington is to contribute an annual amount that is at least equal to the minimum funding requirements but not more than that deductible under the Internal Revenue Code. In addition, Huntington has an unfunded, defined benefit post-retirement plan (Post-Retirement Benefit Plan) that provides certain healthcare and life insurance benefits to retired employees who have attained the age of 55 and have at least 10 years of vesting service under this plan. For any employee retiring on or after January 1, 1993, post-retirement healthcare benefits are based upon the employee’s number of months of service and are limited to the actual cost of coverage. Life insurance benefits are a percentage of the employee’s base salary at the time of retirement, with a maximum of $50,000 of coverage.
     The following table shows the components of net periodic benefit expense of the Plan and the Post-Retirement Benefit Plan:
                                 
    Pension Benefits   Post Retirement Benefits
    Three Months Ended   Three Months Ended
    March 31,   March 31,
(in thousands)   2006   2005   2006   2005
 
Service cost
  $ 4,309     $ 3,545     $ 337     $ 353  
Interest cost
    5,539       4,753       565       778  
Expected return on plan assets
    (8,220 )     (6,096 )            
Amortization of transition asset
          (1 )     276       276  
Amortization of prior service cost
    1       1       95       94  
Settlements
    1,000       750              
Recognized net actuarial loss
    4,377       2,673       (181 )      
 
 
                               
Benefit expense
  $ 7,006     $ 5,625     $ 1,092     $ 1,501  
 
     There is no expected minimum contribution for 2006 to the Plan.
     Huntington also sponsors other retirement plans, the most significant being the Supplemental Executive Retirement Plan and the Supplemental Retirement Income Plan. These plans are nonqualified plans that provide certain former officers and directors of Huntington and its subsidiaries with defined pension benefits in excess of limits imposed by federal tax law. The cost of providing these plans was $0.7 million and $0.6 million for the three-month periods ended March 31, 2006 and 2005, respectively.
     Huntington has a defined contribution plan that is available to eligible employees. Matching contributions by Huntington equal 100% on the first 3%, then 50% on the next 2%, of participant elective deferrals. The cost of providing this plan was $2.6 million and $2.5 million for the three months ended March 31, 2006 and 2005, respectively.

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Note 11 — Commitments and Contingent Liabilities
Commitments to extend credit :
     In the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the financial statements. The contract amounts of these financial agreements at March 31, 2006, December 31, 2005, and March 31, 2005, were as follows:
                         
    March 31,   December 31,   March 31,
(in millions)   2006   2005   2005
 
Contract amount represents credit risk
                       
Commitments to extend credit
                       
Commercial
  $ 3,295     $ 3,316     $ 4,253  
Consumer
    3,410       3,046       2,942  
Commercial real estate
    1,648       1,567       880  
Standby letters of credit
    1,095       1,079       956  
Commercial letters of credit
    43       47       51  
     Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature.
     Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most of these arrangements mature within two years. The carrying amount of deferred revenue associated with these guarantees was $5.3 million, $4.0 million, and $3.6 million at March 31, 2006, December 31, 2005, and March 31, 2005, respectively.
     Commercial letters of credit represent short-term, self-liquidating instruments that facilitate customer trade transactions and generally have maturities of no longer than 90 days. The merchandise or cargo being traded normally secures these instruments.
Commitments to sell loans:
     Huntington enters into forward contracts relating to its mortgage banking business. At March 31, 2006, December 31, 2005, and March 31, 2005, Huntington had commitments to sell residential real estate loans of $406.3 million, $348.3 million, and $388.5 million, respectively. These contracts mature in less than one year.
     During the 2005 second quarter, Huntington entered into a two-year agreement to sell about 50% of monthly automobile loan production at the cost of such loans, subject to certain limitations, provided the production meets certain pricing, asset quality, and volume parameters. At March 31, 2006, approximately $67.3 million of automobile loans related to this commitment were classified as held for sale.
Litigation:
     In the ordinary course of business, there are various legal proceedings pending against Huntington and its subsidiaries. In the opinion of Management, the aggregate liabilities, if any, arising from such proceedings are not expected to have a material adverse effect on Huntington’s consolidated financial position.

19

Note 12 — Derivative Financial Instruments
     A variety of derivative financial instruments, principally interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities and on future cash flows. These derivative financial instruments provide flexibility in adjusting the Company’s sensitivity to changes in interest rates without exposure to loss of principal and higher funding requirements. By using derivatives to manage interest rate risk, the effect is a smaller, more efficient balance sheet, with a lower wholesale funding requirement and a higher net interest margin. All derivatives are reflected at fair value in the consolidated balance sheet.
     Market risk, which is the possibility that economic value of net assets or net interest income will be adversely affected by changes in interest rates or other economic factors, is managed through the use of derivatives. Derivatives are sold to meet customers’ financing needs and, like other financial instruments, contain an element of credit risk, which is the possibility that Huntington will incur a loss because a counter-party fails to meet its contractual obligations. Notional values of interest rate swaps and other off-balance sheet financial instruments significantly exceed the credit risk associated with these instruments and represent contractual balances on which calculations of amounts to be exchanged are based. Credit exposure is limited to the sum of the aggregate fair value of positions that have become favorable to Huntington, including any accrued interest receivable due from counterparties. Potential credit losses are minimized through careful evaluation of counterparty credit standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and other contractual provisions.
Asset and Liability Management
     Derivatives that are used in asset and liability management are classified as fair value hedges or cash flow hedges and are required to meet specific criteria. To qualify as a hedge, the hedge relationship is designated and formally documented at inception, detailing the particular risk management objective and strategy for the hedge. This includes identifying the item and risk being hedged, the derivative being used, and how the effectiveness of the hedge is being assessed. A derivative must be highly effective in accomplishing the objective of offsetting either changes in fair value or cash flows for the risk being hedged. Correlation is evaluated on a retrospective and prospective basis using quantitative measures. If a hedge relationship is found not to be effective, the derivative no longer qualifies as a hedge and any excess gains or losses attributable to ineffectiveness, as well as subsequent changes in its fair value, are recognized in other income.
     For fair value hedges, deposits, short-term borrowings, and long-term debt are effectively converted to variable-rate obligations by entering into interest rate swap contracts whereby fixed-rate interest is received in exchange for variable-rate interest without the exchange of the contract’s underlying notional amount. Forward contracts, used primarily in connection with mortgage banking activities, can be settled in cash at a specified future date based on the differential between agreed interest rates applied to a notional amount. The changes in fair value of the hedged item and the hedging instrument are reflected in current earnings.
     For cash flow hedges, the Company enters into interest rate swap contracts which require the payment of fixed-rate interest in exchange for the receipt of variable-rate interest without the exchange of the contract’s underlying notional amount, which effectively converts a portion of its floating-rate debt to fixed-rate. This reduces the potentially adverse impact of increases in interest rates on future interest expense. In like fashion, certain LIBOR-based commercial and industrial loans are effectively converted to fixed-rate by entering into contracts that swap variable-rate interest for fixed-rate interest over the life of the contracts. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value will not be included in current earnings, but are reported as a component of accumulated other comprehensive income in shareholders’ equity. These changes in fair value will be included in earnings of future periods when earnings are also affected by the changes in the hedged cash flows. To the extent these derivatives are not effective, changes in their fair values are immediately included in earnings.

20

          Derivatives used to manage interest rate risk at March 31, 2006, are shown in the table below:
                                         
    Notional   Average
Maturity
  Fair   Weighted-Average
Rate
(in thousands )   Value   (years)   Value   Receive   Pay
 
Liability conversion swaps
                                       
Receive fixed — generic
  $ 925,250       9.1     $ (6,348 )     5.12 %     4.94 %
Receive fixed — callable
    665,000       6.9       (19,856 )     4.44       4.64  
Pay fixed — generic
    490,000       3.6       (1,363 )     4.50       5.04  
 
Total liability conversion swaps
  $ 2,080,250       7.1     $ (27,567 )     4.76 %     4.87 %
 
          During the first quarter, Huntington terminated asset and liability conversion interest rate swaps with a total notional value of $2.5 billion. The terminations generated gross gains of $34.9 million and gross losses of $34.5 million, resulting in a net deferred gain of $0.4 million. The net gain is being amortized into interest income over the remainder of the original terms of the terminated swaps as follows: 2006 ($2.2 million), 2007 $2.2 million, 2008 ($1.4 million), 2009 $0.2 million, and 2010 $1.6 million. The values in the above table must be viewed in the context of the overall financial structure of Huntington, including the aggregate net position of all on- and off-balance sheet financial instruments.
          As is the case with cash securities, the fair value of interest rate swaps is largely a function of financial market expectations regarding the future direction of interest rates. Accordingly, current market values are not necessarily indicative of the future impact of the swaps on net interest income. This will depend, in large part, on the shape of the yield curve as well as interest rate levels. Management made no assumptions regarding future changes in interest rates with respect to the variable-rate information presented in the table above.
          The following table represents the gross notional value of derivatives used to manage interest rate risk at March 31, 2006, identified by the underlying interest rate-sensitive instruments. The notional amounts shown in the tables above and below should be viewed in the context of overall interest rate risk management activities to assess the impact on the net interest margin.
                         
    Fair Value   Cash Flow    
(in thousands )   Hedges   Hedges   Total
 
Instruments associated with:
                       
Deposits
  $ 790,250     $ 165,000     $ 955,250  
Federal Home Loan Bank advances
          325,000       325,000  
Subordinated notes
    750,000             750,000  
Other long-term debt
    50,000             50,000  
 
Total notional value at March 31, 2006
  $ 1,590,250     $ 490,000     $ 2,080,250  
 
          Collateral agreements are regularly entered into as part of the underlying derivative agreements with Huntington’s counterparties to mitigate the credit risk associated with both the derivatives used for asset and liability management and used in trading activities. At March 31, 2006, December 31, 2005, and March 31, 2005, aggregate credit risk associated with these derivatives, net of collateral that has been pledged by the counterparty, was $21.3 million, $26.2 million, and $20.0 million, respectively. The credit risk associated with interest rate swaps is calculated after considering master netting agreements.
          These derivative financial instruments were entered into for the purpose of mitigating the interest rate risk embedded in assets and liabilities. Consequently, net amounts receivable or payable on contracts hedging either interest earning assets or interest bearing liabilities were accrued as an adjustment to either interest income or interest expense. The net amount resulted in an increase to net interest income of $0.6 million and $7.6 million, for the three months ended March 31, 2006 and 2005, respectively.

21

Derivatives Used in Mortgage Banking Activities
          Huntington also uses derivatives, principally loan sale commitments, in the hedging of its mortgage loan commitments and its mortgage loans held for sale. For derivatives that are used in hedging mortgage loans held for sale, ineffective hedge gains and losses are reflected in mortgage banking revenue in the income statement. Mortgage loan commitments and the related hedges are carried at fair value on the consolidated balance sheet with changes in fair value reflected in mortgage banking revenue. The following is a summary of the derivative assets and liabilities that Huntington used in its mortgage banking activities as of March 31, 2006 and 2005:
                 
    At March 31,  
(in thousands)   2006     2005  
 
Derivative assets:
               
Interest rate lock agreements
  $ 250     $ 453  
Forward trades
    3,053       3,994  
 
Total derivative assets
    3,303       4,447  
 
 
               
Derivative liabilities:
               
Interest rate lock agreements
    (1,650 )     (1,695 )
Forward trades
    (32 )     (205 )
 
Total derivative liabilities
    (1,682 )     (1,900 )
 
 
               
Net derivative asset
  $ 1,621     $ 2,547  
 
Derivatives Used in Trading Activities
          Various derivative financial instruments are offered to enable customers to meet their financing and investing objectives and for their risk management purposes. Derivative financial instruments used in trading activities consisted predominantly of interest rate swaps, but also included interest rate caps, floors, and futures, as well as foreign exchange options. Interest rate options grant the option holder the right to buy or sell an underlying financial instrument for a predetermined price before the contract expires. Interest rate futures are commitments to either purchase or sell a financial instrument at a future date for a specified price or yield and may be settled in cash or through delivery of the underlying financial instrument. Interest rate caps and floors are option-based contracts that entitle the buyer to receive cash payments based on the difference between a designated reference rate and a strike price, applied to a notional amount. Written options, primarily caps, expose Huntington to market risk but not credit risk. Purchased options contain both credit and market risk. They are used to manage fluctuating interest rates as exposure to loss from interest rate contracts changes.
          Supplying these derivatives to customers results in fee income. These instruments are carried at fair value in other assets with gains and losses reflected in other non-interest income. Total trading revenue for customer accommodation was $3.0 million and $1.7 million for the three months ended March 31, 2006 and 2005, respectively. The total notional value of derivative financial instruments used by Huntington on behalf of customers, for which the related interest rate risk is offset by third parties, was $4.3 billion, $4.2 billion, and $4.3 billion at March 31, 2006, December 31, 2005, and March 31, 2005. Huntington’s credit risk from interest rate swaps used for trading purposes was $56.2 million, $44.3 million, and $46.1 million at the same dates.
          In connection with its securitization activities, interest rate caps were purchased with a notional value totaling $0.8 billion. These purchased caps were assigned to the securitization trust for the benefit of the security holders. Interest rate caps were also sold totaling $0.8 billion outside the securitization structure. Both the purchased and sold caps are marked to market through income in accordance with accounting principles generally accepted in the United States.

22

Note 13 – Shareholders’ Equity
Share Repurchase Program:
          On October 18, 2005, the Company announced that the board of directors authorized a new program for the repurchase of up to 15 million shares (the 2005 Repurchase Program). The 2004 Repurchase Program, with 3.1 million shares remaining, was cancelled and replaced by the 2005 Repurchase Program.
          Listed below is the share repurchase activity under the 2005 Repurchase Program for the three months ended March 31, 2006:
                                 
                    Total Number of Shares     Maximum Number of  
    Total Number     Average     Purchased as Part of     Shares that May Yet Be  
    of Shares     Price Paid     Publicly Announced Plans     Purchased Under the  
Period   Purchased     Per Share     or Programs (1)     Plans or Programs (1)  
 
January 1, 2006 to January 31, 2006
    831,000     $ 23.27       6,006,000       8,994,000  
February 1, 2006 to February 28, 2006
    1,500,000       22.91       7,506,000       7,494,000  
March 1, 2006 to March 31, 2006
    2,500,000       23.85       10,006,000       4,994,000  
 
Total
    4,831,000     $ 23.46       10,006,000       4,994,000  
 
(1)   Information is as of the end of the period.
          On April 20, 2006, the Company announced that the board of directors authorized a new program for the repurchase of up to 15 million shares (the 2006 Repurchase Program). The 2006 Repurchase Program does not have an expiration date. The 2005 Repurchase Program with 5 million shares remaining, was canceled and replaced by the 2006 Repurchase Program. The Company expects to repurchase the shares from time to time in the open market or through privately negotiated transactions depending on market conditions.

23

Note 14 – Segment Reporting
          Huntington has three distinct lines of business: Regional Banking, Dealer Sales, and the Private Financial and Capital Markets Group (PFCMG). A fourth segment includes the Treasury function and other unallocated assets, liabilities, revenue, and expense. Lines of business results are determined based upon the Company’s management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around the Company’s organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. An overview of this system is provided below, along with a description of each segment and discussion of financial results.
          The following provides a brief description of the four operating segments of Huntington:
Regional Banking: This segment provides traditional banking products and services to consumer, small business, and commercial customers located in eight operating regions within the five states of Ohio, Michigan, West Virginia, Indiana, and Kentucky. It provides these services through a banking network of 375 branches, nearly 1,000 ATMs, plus on-line and telephone banking channels. Each region is further divided into Retail and Commercial Banking units. Retail products and services include home equity loans and lines of credit, first mortgage loans, direct installment loans, small business loans, personal and business deposit products, as well as sales of investment and insurance services. Retail Banking accounts for 59% and 78% of total Regional Banking loans and deposits, respectively. Commercial Banking serves middle market commercial banking relationships, which use a variety of banking products and services including, but not limited to, commercial loans, international trade, cash management, leasing, interest rate protection products, capital market alternatives, 401(k) plans, and mezzanine investment capabilities.
Dealer Sales: This segment provides a variety of banking products and services to more than 3,500 automotive dealerships within the Company’s primary banking markets, as well as in Arizona, Florida, Georgia, North Carolina, Pennsylvania, South Carolina, and Tennessee. Dealer Sales finances the purchase of automobiles by customers of the automotive dealerships, purchases automobiles from dealers and simultaneously leases the automobiles to consumers under long-term operating or direct finance leases, finances the dealerships’ floor plan inventories, real estate, or working capital needs, and provides other banking services to the automotive dealerships and their owners. Competition from the financing divisions of automobile manufacturers and from other financial institutions is intense. Dealer Sales’ production opportunities are directly impacted by the general automotive sales business, including programs initiated by manufacturers to enhance and increase sales directly. Huntington has have been in this line of business for over 50 years.
Private Financial and Capital Markets Group (PFCMG): This segment provides products and services designed to meet the needs of the Company’s higher net worth customers. Revenue is derived through the sale of trust, asset management, investment advisory, brokerage, insurance, and private banking products and services. It also focuses on financial solutions for corporate and institutional customers that include investment banking, sales and trading of securities, mezzanine capital financing, and risk management products. To serve high net worth customers, a unique distribution model is used that employs a single, unified sales force to deliver products and services mainly through Regional Banking distribution channels.
Treasury / Other: This segment includes revenue and expense related to assets, liabilities, and equity that are not directly assigned or allocated to one of the other three business segments. Assets in this segment include investment securities and bank owned life insurance.
Use of Operating Earnings to Measure Segment Performance
          Management uses earnings on an operating basis, rather than on a GAAP (reported) basis, to measure underlying performance trends for each business segment. Operating earnings represent reported earnings adjusted to exclude the impact of the significant items listed in the reconciliation table below. Analyzing earnings on an operating basis is very helpful in assessing underlying performance trends, a critical factor used to determine the success of strategies and future earnings capabilities.
          Listed below is certain financial information for the first quarter 2006 and 2005 reported results by line of business. For the three months ended March 31, 2006 and 2005, operating earnings were the same as reported earnings.

24

                                         
    Three Months Ended March 31,
Income Statements   Regional   Dealer           Treasury/   Huntington
(in thousands of dollars)   Banking   Sales   PFCMG   Other   Consolidated
 
2006
                                       
Net interest income
  $ 208,212     $ 34,671     $ 17,607     $ (16,810 )   $ 243,680  
Provision for credit losses
    (10,325 )     (7,762 )     (1,453 )           (19,540 )
Non-interest income
    77,807       26,976       40,895       13,856       159,534  
Non-interest expense
    (151,839 )     (31,901 )     (32,124 )     (22,551 )     (238,415 )
Income taxes
    (43,349 )     (7,694 )     (8,724 )     18,964       (40,803 )
 
Operating / reported net income
  $ 80,506     $ 14,290     $ 16,201     $ (6,541 )   $ 104,456  
 
 
                                       
2005
                                       
Net interest income
  $ 185,030     $ 37,906     $ 16,845     $ (4,583 )   $ 235,198  
Provision for credit losses
    (12,318 )     (6,931 )     (625 )           (19,874 )
Non-interest income
    71,199       53,143       32,051       11,657       168,050  
Non-interest expense
    (150,313 )     (56,588 )     (33,449 )     (17,927 )     (258,277 )
Income taxes
    (32,759 )     (9,636 )     (5,188 )     19,005       (28,578 )
 
Operating / reported net income
  $ 60,839     $ 17,894     $ 9,634     $ 8,152     $ 96,519  
 
                                                 
    Assets at   Deposits at
     
Balance Sheets   March 31,   December 31,   March 31,   March 31,   December 31,   March 31,
(in millions of dollars)   2006   2005   2005   2006   2005   2005
     
Regional Banking
  $ 20,769     $ 18,857     $ 18,157     $ 20,233     $ 17,957     $ 17,540  
Dealer Sales
    5,467       5,612       6,091       64       65       69  
PFCMG
    2,090       2,010       1,944       1,177       1,180       1,155  
Treasury / Other
    7,340       6,286       5,991       3,081       3,208       3,007  
     
Total
  $ 35,666     $ 32,765     $ 32,183     $ 24,555     $ 22,410     $ 21,771  
     

25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
INTRODUCTION
          Huntington Bancshares Incorporated (we or our) is a multi-state diversified financial holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through our subsidiaries, we provide full-service commercial and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, brokerage services, and private mortgage insurance; reinsure credit life and disability insurance; and sell other insurance and financial products and services. Our banking offices are located in Ohio, Michigan, West Virginia, Indiana, and Kentucky. Certain activities are also conducted in Arizona, Florida, Georgia, Maryland, Nevada, New Jersey, North Carolina, Pennsylvania, South Carolina, and Tennessee. We have a foreign office in the Cayman Islands and another in Hong Kong. The Huntington National Bank (the Bank), organized in 1866, is our only bank subsidiary.
          The following discussion and analysis provides you with information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows and should be read in conjunction with the financial statements, notes, and other information contained in this report. The Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) appearing in our 2005 Annual Report on Form 10-K (2005 Form 10-K), as updated by the information contained in this report, should be read in conjunction with this interim MD&A.
          You should note the following discussion is divided into key segments:
    Introduction - Provides overview comments on important matters including risk factors and bank regulatory agreements. These are essential for understanding our performance and prospects.
 
    Discussion of Results of Operations - Reviews financial performance from a consolidated company perspective. It also includes a Significant Factors Influencing Financial Performance Comparisons section that summarizes key issues helpful for understanding performance trends. Key consolidated balance sheet and income statement trends are also discussed in this section.
 
    Risk Management and Capital - Discusses credit, market, liquidity, and operational risks, including how these are managed, as well as performance trends. It also includes a discussion of liquidity policies, how we fund ourselves, and related performance. In addition, there is a discussion of guarantees and/or commitments made for items such as standby letters of credit and commitments to sell loans, and a discussion that reviews the adequacy of capital, including regulatory capital requirements.
 
    Lines of Business Discussion - Describes our lines of business, provides an overview of financial performance for each line of business, and provides additional discussion of trends underlying consolidated financial performance.
Forward-Looking Statements
          This report, including MD&A, contains forward-looking statements. These include descriptions of products or services, plans or objectives for future operations, including any pending acquisitions, and forecasts of revenues, earnings, cash flows, or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.
          By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events, or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, those set forth under Risk Factors of our 2005 Form 10-K, and other factors described in this report and from time to time in our other filings with the SEC.
          You should understand forward-looking statements to be strategic objectives and not absolute forecasts of future performance. Forward-looking statements speak only as of the date they are made. We assume no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events.

26

Risk Factors
          We, like other financial companies, are subject to a number of risks, many of which are outside of our direct control, though efforts are made to manage those risks while optimizing returns. Among the risks assumed are: (1) credit risk, which is the risk that loan and lease customers or other counter parties will be unable to perform their contractual obligations, (2) market risk, which is the risk that changes in market rates and prices will adversely affect our financial condition or results of operation, (3) liquidity risk, which is the risk that we and / or the Bank will have insufficient cash or access to cash to meet operating needs, and (4) operational risk, which is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events . (More information on risk is set forth under the heading “Risk Factors” included in Item 1A of our 2005 Form 10-K.)
Critical Accounting Policies and Use of Significant Estimates
          Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of financial statements in conformity with GAAP requires us to establish critical accounting policies and make accounting estimates, assumptions, and judgments that affect amounts recorded and reported in our financial statements. Note 1 of the Notes to Consolidated Financial Statements included in our 2005 Form 10-K as supplemented by this report lists significant accounting policies we use in the development and presentation of our financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors necessary for an understanding and evaluation of our company, financial position, results of operations, and cash flows.
          An accounting estimate requires assumptions about uncertain matters that could have a material effect on the financial statements if a different amount within a range of estimates were used or if estimates changed from period-to-period. Readers of this report should understand that estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce actual results that differ from when those estimates were made.
Formal Regulatory Supervisory Agreements
          On March 1, 2005, we announced that we had entered into a formal written agreement with the Federal Reserve Bank of Cleveland (FRBC), and the Bank had entered into a formal written agreement with the Office of the Comptroller of the Currency (OCC), providing for a comprehensive action plan designed to enhance our corporate governance, internal audit, risk management, accounting policies and procedures, and financial and regulatory reporting. The agreements called for independent third-party reviews, as well as the submission of written plans and progress reports by Management and would remain in effect until terminated by the banking regulators.
          On October 6, 2005, we announced that the OCC had lifted its formal written agreement with the Bank dated February 28, 2005, and that the FRBC written agreement remained in effect. We were verbally advised that we were in full compliance with the financial holding company and financial subsidiary requirements under the Gramm-Leach-Bliley Act (GLB Act). This notification reflected that we, and the Bank, met both the “well-capitalized” and “well-managed” criteria under the GLB Act. We believe that the changes we have already made, and are in the process of making, will address the FRBC issues fully and comprehensively.

27

DISCUSSION OF RESULTS OF OPERATIONS
          This section provides a review of financial performance from a consolidated perspective. It also includes a Significant Factors Influencing Financial Performance Comparisons section that summarizes key issues important for a complete understanding of performance trends. Key consolidated balance sheet and income statement trends are discussed in this section. All earnings per share data are reported on a diluted basis. For additional insight on financial performance, this section should be read in conjunction with the Lines of Business Discussion.
Summary
          Earnings comparisons of 2006 first quarter performance with that of the 2005 first and fourth quarters were impacted by a number of factors, some related to changes in the economic and competitive environment, while others reflected specific strategies or changes in accounting practices. Understanding the nature and implications of these factors on financial results is important in understanding our income statement, balance sheet, and credit quality trends and the comparison of the current quarter performance with that of previous quarters. The key factors impacting the current reporting period comparisons are more fully described in the Significant Factors Influencing Financial Performance Comparisons section, which follows this summary discussion of results.
2006 First Quarter versus 2005 First Quarter
          Net income for the first quarter of 2006 was $104.5 million, or $0.45 per common share, up 8% and 10%, respectively, from $96.5 million, or $0.41 per common share, in the year-ago quarter. This $7.9 million increase in net income primarily reflected the positive impacts of:
    $18.8 million, or 16%, increase in non-interest income before operating lease income, primarily reflecting broad-based growth in various fee income activities including mortgage banking, other income, trust services, brokerage and insurance revenue, service charges on deposit accounts, and other service charges and fees. (See Non-interest Income discussion for details.)
 
    $8.5 million, or 4%, increase in net interest income reflecting 4% growth in average earning assets (5% in average loans and leases), and a slightly higher net interest margin (3.32% in the 2006 first quarter versus 3.31% in the year-ago quarter). (See Net Interest Income discussion for details.)
 
    $0.3 million, or 2%, decline in provision for credit losses. (See Provision for Credit Losses and the Credit Risk discussions for details.)
     Partially offset by:
    $12.2 million increase in provision for income taxes as the effective tax rate increased to 28.1% from 22.8%, primarily due to an increase in pre-tax earnings and the benefit from the federal tax loss carry back impacting only the 2005 provision for income tax expense. (See Provision for Income Taxes discussion for details.)
 
    $4.0 million decline in the net contribution from operating leases ($27.3 million decline in operating lease income partially offset by a $23.3 million decline in operating lease expense) as that portfolio continued its expected run-off. (See Operating Lease Assets discussion for details.)
 
    $3.5 million, or 2%, increase in non-interest expense before operating lease expense mostly attributable to higher personnel, marketing, and outside data processing costs, partially offset by declines in professional services, other, and net occupancy expenses. Personnel costs also increased, in part, as a result of expensing stock options in the first quarter of 2006. (See Non-interest Expense before operating lease expense discussion for details.)
          The return on average assets (ROA) and return on average equity (ROE) in the 2006 first quarter were 1.26% and 15.5%, respectively. While the ROA increased from 1.20% in the year-ago quarter, the ROE was unchanged (see Table 1).

28

2006 First Quarter versus 2005 Fourth Quarter
          Net income for the first quarter of 2006 was $104.5 million, or $0.45 per common share, up 4% and 2%, respectively, from $100.6 million, or $0.44 per common share, in the 2005 fourth quarter. This $3.9 million increase in net income primarily reflected the positive impacts of:
    $17.2 million, or 14%, increase in non-interest income before operating lease income, primarily reflecting a decline in securities losses and broad-based growth in various fee income activities including mortgage banking, brokerage and insurance revenue, and trust services income. Non-interest income categories that declined from the 2005 fourth quarter included service charges on deposit accounts (influenced by seasonal factors) and other income. (See Non-interest Income discussion for details.)
 
    $11.3 million decline in provision for credit losses as the 2005 fourth quarter provision expense was influenced by the establishment of reserves associated with that quarter’s increase in non-performing loans (NPLs). Net charge-offs in the 2006 first quarter were higher than in the prior quarter, reflecting the resolution of certain of the 2005 fourth quarter’s NPLs, for which reserves had already been established. Non-performing assets at March 31, 2006 were higher than at December 31, 2005, with the majority of the increase reflecting NPAs acquired in the Unizan merger. (See Provision for Credit Losses and the Credit Risk discussions for details.)
     Partially offset by:
    $12.2 million, or 6%, increase in non-interest expense before operating lease expense primarily due to higher personnel costs, reflecting higher benefits expense mostly due to seasonal factors, as well as higher salaries partially influenced by the Unizan merger and stock option expensing. These increases were partially offset by declines in other and professional services expenses. (See Non-interest Expense discussion for details.)
 
    $11.6 million increase in provision for income taxes as the effective tax rate increased to 28.1% from 22.5%, primarily due to an increase in pre-tax earnings and the benefit from the federal tax loss carry back impacting only the 2005 provision for income tax expense. (See Provision for Income Taxes discussion for details.)
 
    $0.8 million decline in the net contribution from operating leases ($5.0 million decline in operating lease income partially offset by a $4.1 million decline in operating lease expense) as that portfolio continued its expected run-off. (See Operating Lease Assets discussion for details.)
          Net interest income was essentially unchanged from the 2005 fourth quarter, reflecting 3% growth in average earning assets (two thirds of which was primarily attributable to the Unizan merger), offset by a decline in the net interest margin (3.32% in the 2006 first quarter versus 3.34% in the 2005 fourth quarter). (See Net Interest Income discussion for details.)
          The ROA and ROE in the 2006 first quarter were 1.26% and 15.5%, respectively. While the ROA increased slightly from 1.22% in the 2005 fourth quarter, the ROE was unchanged (see Table 1) .

29

Table 1 — Selected Quarterly Income Statement Data
                                         
    2006   2005
(in thousands, except per share amounts)   First   Fourth   Third   Second   First
     
Interest income
  $ 464,787     $ 442,476     $ 420,858     $ 402,326     $ 376,105  
Interest expense
    221,107       198,800       179,221       160,426       140,907  
     
Net interest income
    243,680       243,676       241,637       241,900       235,198  
Provision for credit losses
    19,540       30,831       17,699       12,895       19,874  
     
Net interest income after provision for credit losses
    224,140       212,845       223,938       229,005       215,324  
     
Service charges on deposit accounts
    41,222       42,083       44,817       41,516       39,418  
Trust services
    21,278       20,425       19,671       19,113       18,196  
Brokerage and insurance income
    15,193       13,101       13,948       13,544       13,026  
Bank owned life insurance income
    10,242       10,389       10,104       10,139       10,104  
Other service charges and fees
    11,509       11,488       11,449       11,252       10,159  
Mortgage banking income (loss)
    17,832       10,909       21,116       (2,376 )     12,061  
Securities gains (losses)
    (20 )     (8,770 )     101       (343 )     957  
Gains on sales of automobile loans
    448       455       502       254        
Other income
    22,440       22,900       9,770       24,974       17,397  
     
Sub-total before operating lease income
    140,144       122,980       131,478       118,073       121,318  
Operating lease income
    19,390       24,342       29,262       38,097       46,732  
     
Total non-interest income
    159,534       147,322       160,740       156,170       168,050  
     
Personnel costs
    131,557       116,111       117,476       124,090       123,981  
Net occupancy
    17,966       17,940       16,653       17,257       19,242  
Outside data processing and other services
    19,851       19,693       18,062       18,113       18,770  
Equipment
    16,503       16,093       15,531       15,637       15,863  
Professional services
    5,365       7,440       8,323       9,347       9,459  
Marketing
    7,798       7,403       6,779       7,441       6,454  
Telecommunications
    4,825       4,453       4,512       4,801       4,882  
Printing and supplies
    3,074       3,084       3,102       3,293       3,094  
Amortization of intangibles
    1,075       218       203       204       204  
Other expense
    15,794       19,194       19,588       19,074       18,380  
     
Sub-total before operating lease expense
    223,808       211,629       210,229       219,257       220,329  
Operating lease expense
    14,607       18,726       22,823       28,879       37,948  
     
Total non-interest expense
    238,415       230,355       233,052       248,136       258,277  
     
Income before income taxes
    145,259       129,812       151,626       137,039       125,097  
Provision for income taxes
    40,803       29,239       43,052       30,614       28,578  
     
Net income
  $ 104,456     $ 100,573     $ 108,574     $ 106,425     $ 96,519  
     
Average common shares — diluted
    234,363       229,718       233,456       235,671       235,053  
 
                                       
Per common share
                                       
Net income — diluted
  $ 0.45     $ 0.44     $ 0.47     $ 0.45     $ 0.41  
Cash dividends declared
    0.250       0.215       0.215       0.215       0.200  
 
                                       
Return on average total assets
    1.26 %     1.22 %     1.32 %     1.31 %     1.20 %
 
                                       
Return on average total shareholders’ equity
    15.5       15.5       16.5       16.3       15.5  
 
                                       
Net interest margin (1)
    3.32       3.34       3.31       3.36       3.31  
 
                                       
Efficiency ratio (2)
    58.3       57.0       57.4       61.8       63.7  
 
                                       
Effective tax rate
    28.1       22.5       28.4       22.3       22.8  
 
                                       
Revenue — fully taxable equivalent (FTE)
                                       
Net interest income
  $ 243,680     $ 243,676     $ 241,637     $ 241,900     $ 235,198  
FTE adjustment
    3,836       3,837       3,734       2,961       2,861  
     
Net interest income (1)
    247,516       247,513       245,371       244,861       238,059  
Non-interest income
    159,534       147,322       160,740       156,170       168,050  
     
Total revenue (1)
  $ 407,050     $ 394,835     $ 406,111     $ 401,031     $ 406,109  
     
(1)   On a fully taxable equivalent (FTE) basis assuming a 35% tax rate.
 
(2)   Non-interest expense less amortization of intangibles divided by the sum of FTE net interest income and non-interest income excluding securities gains (losses).

Significant Factors Influencing Financial Performance Comparisons
          Earnings comparisons from the beginning of 2005 through the first three months of 2006 were impacted by a number of factors, reflecting specific strategies or changes in accounting practices. Those key factors are summarized below.
  1.   Unizan Acquisition. The merger with Unizan Financial Corp. (Unizan), with assets of $2.5 billion, including $1.6 billion of loans, and core deposits of $1.5 billion, was completed March 1, 2006. This acquisition impacted performance comparisons to prior-period results by:
    Adding approximately one-month’s impact from Unizan to average balance sheet items most notably loans ($554 million for total loans and leases) and deposits ($516 million for total core deposits). (Please note that the conversion of Unizan’s loan and deposit systems to our systems in April 2006, may result in certain loan and deposit sub-category data and metrics as reported for the 2006 first quarter being reclassified.)
 
    Adding approximately one-month’s impact from Unizan to income statement items.
 
    Similarly impacting certain credit quality measures such as net charge-offs and period-end non-performing assets (NPAs).
      In addition, first quarter 2006 non-interest expense included $1.0 million of merger-related expenses in addition to Unizan’s run-rate amounts, which consisted primarily of retention bonuses, outside programming services, and marketing expenses.
 
      In the discussion of results, we refer to growth (amounts and percent) “before/excluding” Unizan, as we believe this is helpful in better discerning underlying growth rates and in analyzing performance trends without the impact of the Unizan merger. (See reconciliation table below.)
 
      Analysis of changes in loans and leases and deposits, adjusted for Unizan:
                                             
              Change          
                              Percent          
(in millions)   1Q06       Amount     Percent     Annualized       4Q05  
Total loans and leases – Reported
  $ 24,931       $ 463       1.9 %     7.6 %     $ 24,468  
Less: Total automobile loans / leases
    (4,215 )                                 (4,355 )
Unizan (net of automobile loans)
    (530 )                                 N.A.  
 
                                       
Total loans and leases – adjusted
  $ 20,186       $ 73       0.4 %     1.5 %     $ 20,113  
 
                                           
Total commercial loans – Reported
  $ 11,130       $ 356       3.3 %     13.2 %     $ 10,774  
Less: Unizan
    (264 )                                 N.A.  
 
                                       
Commercial loans – adjusted
  $ 10,866       $ 92       0.9 %     3.4 %     $ 10,774  
 
                                           
Home equity loans – Reported
  $ 4,694       $ 41       0.9 %     3.5 %     $ 4,653  
Less: Unizan
    (74 )                                 N.A.  
 
                                       
Home equity loans – adjusted
  $ 4,620       $ (33 )     (0.7 )%     (2.8 )%     $ 4,653  
 
                                           
Residential mortgages – Reported
  $ 4,306       $ 141       3.4 %     13.5 %     $ 4,165  
Less: Unizan
    (136 )                                 N.A.  
 
                                       
Residential mortgages – adjusted
  $ 4,170       $ 5       0.1 %     0.5 %     $ 4,165  
 
                                           
Total core deposits – Reported
  $ 17,942       $ 597       3.4 %     13.8 %     $ 17,345  
Less: Unizan
    (516 )                                 N.A.  
 
                                       
Total core deposits – adjusted
  $ 17,426       $ 81       0.5 %     1.9 %     $ 17,345  
                         
 
N.A., not applicable.

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2.   Mortgage servicing rights (MSRs) and related hedging. Interest rate levels have generally been rising throughout this period, and occasionally, volatile, with increases in one period followed by declines in another and vice versa. This has impacted the valuation of MSRs, which can be volatile when rates change.
    Since the second quarter of 2002, we have generally retained the servicing on mortgage loans we originate and sell. MSR values are very sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be greatly reduced by prepayments. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise. Thus, as interest rates decline, less future income is expected and the value of MSRs declines. Prior to 2006, we recognized impairment when the valuation was less than the recorded book value. We recognized temporary impairment due to changes in interest rates through a valuation reserve and recorded a direct write-down of the book value of MSRs for other-than-temporary declines in valuation. Changes and fluctuations in interest rate levels between quarters resulted in some quarters reporting an MSR temporary impairment, with others reporting a recovery of previously recognized MSR temporary impairment. Such swings in MSR valuations have significantly impacted quarterly mortgage banking income trends throughout this period.
 
    Prior to 2006, we used trading account assets to offset MSR valuation changes. The valuations of trading securities we used generally reacted to interest rate changes in an opposite direction compared with changes in MSR valuations. As a result, changes in interest rate levels that impacted MSR valuations also resulted in trading gains or losses. As such, in quarters where an MSR impairment was recognized, trading account assets were sold, typically resulting in a gain on sale or trading income, and vice versa. Trading gains or losses are a component of other non-interest income on the income statement.
 
    Beginning in 2006, we adopted Statement No. 156, which records MSRs at fair value. Under the fair value approach, servicing assets and liabilities are recorded at fair value at each reporting date. Changes in fair value between reporting dates are recorded as an increase or decrease in mortgage banking income, which is reflected in non-interest income in the consolidated statements of income. MSR assets included in other assets. (See Tables 2, 5, and 6.)
3.   Automobile leases originated through April 2002 are accounted for as operating leases. Automobile leases originated before May 2002 are accounted for using the operating lease method of accounting because they do not qualify as direct financing leases. Operating leases are carried in other assets with the related rental income, other revenue, and credit recoveries reflected as operating lease income, a component of non-interest income. Under this accounting method, depreciation expenses, as well as other costs and charge-offs, are reflected as operating lease expense, a component of non-interest expense. With no new automobile operating leases originated since April 2002, the operating lease assets have declined rapidly. It is anticipated that the level of operating lease assets and related operating lease income and expense will decline to a point of diminished materiality sometime in 2006. However, until that point is reached, and since operating lease income and expense represented a significant percentage of total non-interest income and expense, respectively, throughout these reporting periods, their downward trend influenced total revenue, total non-interest income and total non-interest expense trends.
 
    In contrast, automobile leases originated since April 2002 are accounted for as direct financing leases, an interest earning asset included in total loans and leases with the related income reflected as interest income and included in the calculation of the net interest margin. Credit charge-offs and recoveries are reflected in the allowance for loan and lease losses (ALLL), with related changes in the ALLL reflected in the provision for credit losses. To better understand overall trends in automobile lease exposure, it is helpful to compare trends in the combined total of direct financing leases plus automobile operating leases.
 
4.   Effective tax rate. In each quarter of 2005, the effective tax rate included the positive impact on net income of a federal tax loss carry back, partially offset by the effect of the repatriation of foreign earnings in the third quarter of 2005.
 
5.   Stock option expensing. Beginning in the 2006 first quarter, we adopted Statement No. 123R, Share-based Payment, which resulted in recognizing the impact of stock-based compensation, primarily in the form of stock

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    option grants, as personnel expense in our income statement. (See Note 9 to the unaudited condensed consolidated financial statements .)
 
6.   Other significant items influencing earnings performance comparisons. In addition to other items discussed separately in this section, a number of other items impacted financial results. These included:
 
    2006
    First Quarter – $2.4 million pre-tax ($0.01 earnings per share) negative impact, reflecting a cumulative adjustment to defer annual fees related to home equity loans. No impact on prospective earnings is expected.
    2005
    First Quarter – $6.4 million pre-tax ($0.02 earnings per share) negative impact from a single, commercial credit charge-off. This resulted in an increase in net charge-offs and provision expense in that quarter.
 
    First Quarter – $2.0 million pre-tax ($0.01 earnings per share) negative impact from SEC and regulatory related expenses.
Table 2 reflects the earnings impact of certain significant items for periods affected by this Discussion of Results of Operations:
Table 2 — Significant Items Influencing Earnings Performance Comparison (1)
                                                 
    Three Months Ended
    March 31, 2006   December 31, 2005   March 31, 2005
(in millions )   After-tax   EPS   After-tax   EPS   After-tax   EPS
 
Net income — reported earnings
  $ 104.5             $ 100.6             $ 96.5          
Earnings per share, after tax
          $ 0.45             $ 0.44             $ 0.41  
Change from prior quarter — $
            0.01               (0.03 )             0.02  
Change from prior quarter — %
            2.3 %             (6.4 )%             5.1 %
 
Change from a year-ago — $
          $ 0.04               N.A.               N.A.  
Change from a year-ago — %
            9.8 %             N.A.               N.A.  
                                                 
Significant items - favorable (unfavorable) impact:   Earnings (2)   EPS   Earnings (2)   EPS   Earnings (2)   EPS
 
MSR mark-to-market net of hedge-related trading activity
  $ 4.6     $ 0.01     $     $     $     $  
Adjustment to defer home equity annual fees
    (2.4 )     (0.01 )                        
Net impact of federal tax loss carry back (3)
                7.0       0.03       6.4       0.03  
Securities losses plus MSR recovery of temporary impairment net of hedge-related trading activity
                (10.4 )     (0.03 )            
Single C&I charge-off impact, net of allocated reserves
                            (6.4 )     (0.02 )
SEC and regulatory-related expenses
                            (2.0 )     (0.01 )
 
N.A., not applicable.
 
(1)   See Significant Factors Influencing Financial Performance discussion.
 
(2)   Pre-tax unless otherwise noted.
 
(3)   After-tax.

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Net Interest Income
(This section should be read in conjunction with Significant Factors 1, 3, and 6.)
2006 First Quarter versus 2005 First Quarter
          Fully taxable equivalent net interest income increased $9.5 million, or 4%, from the year-ago quarter, reflecting the favorable impact of a $1.1 billion, or 4%, increase in average earning assets, as well as a one basis point increase in the fully taxable equivalent net interest margin to 3.32%. The cumulative adjustment for annual fees related to home equity loans reduced the current quarter’s net interest margin by 3 basis points.
          Average total loans and leases increased $1.1 billion from the 2005 first quarter including $0.6 billion attributable to Unizan, which accounted for approximately half of the 5% increase.
          Average total commercial loans increased $0.7 billion from the year-ago quarter, including $0.3 billion attributable to Unizan, which accounted for just under half of the 7% increase.
          Average total consumer loans increased $0.4 billion from the year-ago quarter, including $0.3 billion attributable to Unizan, which accounted for approximately two-thirds of the 3% increase. Average residential mortgages increased $0.4 billion, including $0.1 billion attributable to Unizan, which accounted for less than one-third of the 10% increase. Average home equity loans increased $0.1 billion with Unizan contributing approximately two-thirds of the 3% increase.
          Compared with the year-ago quarter, average total automobile loans and leases decreased $0.3 billion, or 6%, with Unizan having no material impact. Average automobile loans declined slightly, reflecting the sale of $170 million of such loans as our program of selling about 50% of current loan production continued. Automobile loan production has generally declined over the last several quarters, though it improved in the current quarter. Average operating lease assets declined $0.3 billion, or 62%, as this portfolio continued to run off. Total automobile loan and lease exposure at quarter end was under 17%, down from 20% a year ago.
          Average total investment securities increased $0.4 billion from the 2005 first quarter, most of which related to purchases to replace securities sold by Unizan prior to the merger.
          Average total core deposits in the 2006 first quarter increased $0.9 billion from the year-ago quarter, including $0.5 billion attributable to Unizan, which accounted for over one-half of the 5% increase. All of the average total core deposits increase reflected growth in certificates of deposit less than $100,000, partially offset by declines in interest bearing demand deposits and savings and other domestic time deposits. This transfer of funds into certificates of deposit less than $100,000 and out of other deposit accounts reflected the continuation of customer preference for higher fixed rate term deposit accounts.
          Average certificates of deposit less than $100,000 increased $1.4 billion, or 54%, including $0.2 billion attributable to Unizan. This was partially offset by a 5%, or $0.4 billion, decline in average interest bearing demand deposits despite a modest increase due to the Unizan merger, as well as a 7%, or $0.2 billion, decline in savings and other domestic time deposits despite a $0.2 billion increase due to the Unizan merger.
2006 First Quarter versus 2005 Fourth Quarter
          Compared with the 2005 fourth quarter, fully taxable equivalent net interest income was essentially unchanged. This reflected the benefit of 3% growth in average earning assets, primarily attributable to the Unizan merger, offset by a two basis point decline in the fully taxable equivalent net interest margin to 3.32% and the negative impact of two fewer days in the current quarter. The cumulative adjustment for annual fees related to home equity loans reduced the current quarter’s net interest margin by 3 basis points.
          Average total loans and leases increased $0.5 billion from the 2005 fourth quarter with an approximately $0.6 billion positive impact from the Unizan merger, more than offset by declines in the remaining loans and leases, primarily reflecting the on-going program of selling about 50% of automobile loan production.

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          Average total commercial loans increased $0.4 billion from the 2005 fourth quarter, including $0.3 billion attributable to the Unizan merger. Total average commercial loans increased less than 1% from the 2005 fourth quarter.
          Average total consumer loans increased $0.1 billion compared with the 2005 fourth quarter. This reflected an approximate $0.3 billion positive impact of the Unizan merger, partially offset by a $0.1 billion, or 3%, decline in average automobile loans and leases as higher production was more than offset by payments and the effect of the on-going automobile loan sale program. Though automobile loan production has generally declined over recent quarters, it increased 38% from the 2005 fourth quarter and represented the second highest level of quarterly production in the last seven quarters. The decline in average direct financing leases primarily reflected a decline in production due to continued low consumer demand and competitive pricing, as well as payoffs. Average direct financing leases declined $0.1 billion, or 5%. This reflected the continued decline in new automobile lease production, down 22% from the 2005 fourth quarter. This was our lowest quarterly production level in years and reflected the continued decline in consumer demand for automobile leases, as well as aggressive price competition. The slight increase in average home equity loans and residential mortgages primarily reflected the positive impact of the Unizan merger. The lack of underlying growth in home equity loans and residential mortgages reflected the continuation of slower growth experienced over the last several quarters due to a combination of factors, including continued low demand as interest rate levels increased, consumer pay downs, as well as our desire to maintain credit underwriting and pricing discipline.
          Average total investment securities increased $0.4 billion from the 2005 fourth quarter, reflecting the impact of securities purchased to replace securities sold by Unizan prior to the merger.
          Compared with the 2005 fourth quarter, average total core deposits increased $0.6 billion, including $0.5 billion attributable to Unizan, which accounted for most of the 3% increase. This primarily reflected a $0.4 billion increase in certificates of deposits less than $100,000, with Unizan contributing $0.2 billion, or about one-half of the 13% growth from the prior quarter. Savings and other time deposits, as well as interest bearing demand deposits, increased modestly due to the impact of the Unizan merger.
          Tables 3 and 4 reflect quarterly average balance sheets and rates earned and paid on interest-earning assets and interest-bearing liabilities.

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Table 3 — Consolidated Quarterly Average Balance Sheets
                                                           
Average Balances       Change  
Fully taxable equivalent basis   2006     2005       1Q06 vs 1Q05
(in millions)   First     Fourth     Third     Second     First       Amount     Percent  
           
Assets
                                                         
Interest bearing deposits in banks
  $ 48     $ 51     $ 54     $ 54     $ 53       $ (5 )     (9.4 )%
Trading account securities
    66       119       274       236       200         (134 )     (67.0 )
Federal funds sold and securities purchased under resale agreements
    201       103       142       225       475         (274 )     (57.7 )
Loans held for sale
    274       361       427       276       203         71       35.0  
Investment securities:
                                                         
Taxable
    4,138       3,802       3,523       3,589       3,932         206       5.2  
Tax-exempt
    548       540       537       411       409         139       34.0  
           
Total investment securities
    4,686       4,342       4,060       4,000       4,341         345       7.9  
Loans and leases: (1)
                                                         
Commercial: (2)
                                                         
Middle market commercial and industrial
    5,132       4,946       4,708       4,901       4,710         422       9.0  
Middle market commercial real estate:
                                                         
Construction
    1,454       1,675       1,720       1,678       1,642         (188 )     (11.4 )
Commercial
    2,423       1,923       1,922       1,905       1,883         540       28.7  
           
Middle market commercial real estate
    3,877       3,598       3,642       3,583       3,525         352       10.0  
Small business
    2,121       2,230       2,251       2,230       2,183         (62 )     (2.8 )
           
Total commercial
    11,130       10,774       10,601       10,714       10,418         712       6.8  
           
Consumer:
                                                         
Automobile loans
    1,994       2,018       2,078       2,069       2,008         (14 )     (0.7 )
Automobile leases
    2,221       2,337       2,424       2,468       2,461         (240 )     (9.8 )
           
Automobile loans and leases
    4,215       4,355       4,502       4,537       4,469         (254 )     (5.7 )
Home equity
    4,694       4,653       4,681       4,636       4,570         124       2.7  
Residential mortgage
    4,306       4,165       4,157       4,080       3,919         387       9.9  
Other loans
    586       521       507       491       480         106       22.1  
           
Total consumer
    13,801       13,694       13,847       13,744       13,438         363       2.7  
           
Total loans and leases
    24,931       24,468       24,448       24,458       23,856         1,075       4.5  
Allowance for loan and lease losses
    (283 )     (262 )     (256 )     (270 )     (282 )       (1 )     (0.4 )
           
Net loans and leases
    24,648       24,206       24,192       24,188       23,574         1,074       4.6  
           
Total earning assets
    30,206       29,444       29,405       29,249       29,128         1,078       3.7  
           
Operating lease assets
    200       245       309       409       529         (329 )     (62.2 )
Cash and due from banks
    789       742       867       865       909         (120 )     (13.2 )
Intangible assets
    362       218       217       218       218         144       66.1  
All other assets
    2,215       2,227       2,197       2,149       2,079         136       6.5  
           
Total Assets
  $ 33,489     $ 32,614     $ 32,739     $ 32,620     $ 32,581       $ 908       2.8 %
           
 
                                                         
Liabilities and Shareholders’ Equity
                                                         
Deposits:
                                                         
Demand deposits — non-interest bearing
  $ 3,436     $ 3,444     $ 3,406     $ 3,352     $ 3,314       $ 122       3.7 %
Demand deposits — interest bearing
    7,562       7,496       7,539       7,677       7,925         (363 )     (4.6 )
Savings and other domestic time deposits