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 235,906,606 shares of Registrant’s without par value common stock outstanding on April 30, 2007.

 

 

Huntington Bancshares Incorporated

INDEX

Part I. Financial Information
Item 1.		Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets at March 31, 2007, December 31, 2006, and March 31, 2006			3
		Condensed Consolidated Statements of Income for the three months ended March 31, 2007 and 2006			4
		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2007 and 2006			5
		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006			6
		Notes to Unaudited Condensed Consolidated Financial Statements			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3.		Quantitative and Qualitative Disclosures about Market Risk			63
Item 4.		Controls and Procedures			63
Item 4T.		Controls and Procedures			63
Part II. Other Information
Item 6.		Exhibits			64
Signatures					65
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Part 1. Financial Information

Item 1. Financial Statements

Huntington Bancshares Incorporated

Condensed Consolidated Balance Sheets
(Unaudited)

		2007				2006
(in thousands, except number of shares)		March 31,				December 31,				March 31,
Assets
Cash and due from banks		$	867,256			$	1,080,163			$	797,258
Federal funds sold and securities purchased under resale agreements			701,951				440,584				349,098
Interest bearing deposits in banks			100,416				74,168				23,204
Trading account securities			76,631				36,056				111,208
Loans held for sale			277,538				270,422				311,138
Investment securities			3,724,676				4,362,924				5,034,359
Loans and leases			26,266,747				26,153,425				26,145,589
Allowance for loan and lease losses			(282,976	)			(272,068	)			(283,839	)
Net loans and leases			25,983,771				25,881,357				25,861,750
Bank owned life insurance			1,097,986				1,089,028				1,060,305
Premises and equipment			377,687				372,772				375,740
Goodwill			569,779				570,876				579,246
Other intangible assets			57,165				59,487				60,563
Accrued income and other assets			1,144,443				1,091,182				1,102,040
Total Assets		$	34,979,299			$	35,329,019			$	35,665,909
Liabilities and Shareholders’ Equity Liabilities
Deposits		$	24,585,893			$	25,047,770			$	24,555,163
Short-term borrowings			1,577,732				1,676,189				1,687,536
Federal Home Loan Bank advances			1,197,411				996,821				1,658,486
Other long-term debt			2,173,818				2,229,140				2,035,576
Subordinated notes			1,280,870				1,286,657				1,283,359
Deferred federal income tax liability			396,005				443,921				685,559
Accrued expenses and other liabilities			716,210				634,195				680,050
Total Liabilities			31,927,939				32,314,693				32,585,729
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 235,713,500; 235,474,366 and 245,183,441 shares, respectively			2,563,426				2,560,569				2,548,185
Less 22,152,755; 22,391,889 and 12,682,814 treasury shares at cost, respectively			(501,578	)			(506,946	)			(273,120	)
Accumulated other comprehensive income (loss):
Unrealized gains (losses) on investment securities			11,562				14,254				(52,710	)
Unrealized gains on cash flow hedging derivatives			12,901				17,008				24,559
Pension and other postretirement benefit adjustments			(83,972	)			(86,328	)			(3,283	)
Retained earnings			1,049,021				1,015,769				836,549
Total Shareholders’ Equity			3,051,360				3,014,326				3,080,180
Total Liabilities and Shareholders’ Equity		$	34,979,299			$	35,329,019			$	35,665,909

      See notes to unaudited condensed consolidated financial statements

      See notes to unaudited condensed consolidated financial statements

(1)		Reclassification adjustments represent net unrealized gains or losses as of December 31 of the prior year on investment securities that were sold during the current year. For the three months ended March 31, 2007 and 2006, the reclassification adjustments were $104, net of tax of ($36), and ($20), net of tax of $7, respectively.

      See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

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) 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 Consolidated Financial Statements appearing in Huntington’s 2006 Annual Report on Form 10-K, (2006 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 2007 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. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132R (Statement No. 158) – In September 2006, the FASB issued Statement No. 158, as an amendment to FASB Statements No. 87, 88, 106, and 132R. Statement No. 158 requires an employer to recognize in its statement of financial position the funded status of its defined benefit plans and to recognize as a component of other comprehensive income, net of tax, any unrecognized transition obligations and assets, the actuarial gains and losses, and prior service costs and credits that arise during the period. The recognition provisions of Statement No. 158 are to be applied prospectively and were effective for fiscal years ending after December 15, 2006. In addition, Statement No. 158 requires a fiscal year end measurement of plan assets and benefit obligations, eliminating the use of earlier measurement dates currently permissible. However, the new measurement date requirement will not be effective until fiscal years ended after December 15, 2008. Currently, Huntington utilizes a measurement date of September 30th. The adoption of Statement No. 158 as of December 31, 2006 resulted in a write-down of its pension asset by $125.1 million, and decreased accumulated other comprehensive income by $83.0 million, net of taxes.

FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes – In July 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes . This Interpretation of FASB Statement No. 109, Accounting for Income Taxes , contains guidance on the recognition and measurement of uncertain tax positions. Huntington adopted FIN 48 on January 1, 2007. Huntington recognizes the impact of a tax position if it is more likely than not that it will be sustained upon examination, based upon the technical merits of the position. The impact of this new pronouncement was not material to Huntington’s financial statements (See Note 9).

FASB Statement No. 157, Fair Value Measurements (Statement No. 157) – In September 2006, the FASB issued Statement No. 157. This Statement establishes a common definition for fair value to be applied to GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. Statement No. 157 is effective for fiscal years beginning after November 15, 2007. Management is currently assessing the impact this Statement will have on its consolidated financial statements.

FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (Statement No. 159) – In February 2007, the FASB issued Statement No. 159. This Statement permits entities to choose to measure financial instruments and certain other financial assets and financial liabilities at fair value. This Statement is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact this Statement will have on its financial statements.

Note 3 – Pending Acquisition of Sky Financial Group, Inc.

     On December 20, 2006, Huntington announced the signing of a definitive agreement to acquire Sky Financial Group, Inc. (Sky Financial) in a stock and cash transaction expected to be valued at approximately $3.5 billion. Sky Financial is a $17.6 billion diversified financial holding company with over 330 banking offices and over 400 ATMs. Sky Financial serves communities in Ohio, Pennsylvania, Indiana, Michigan, and West Virginia. Sky Financial’s affiliates include: Sky Bank, commercial and retail banking; Sky Trust, asset management services; and Sky Insurance, retail and commercial insurance agency services.

     Under the terms of the agreement, Sky Financial shareholders will receive 1.098 shares of Huntington common stock, on a tax-free basis, and a taxable cash payment of $3.023 for each share of Sky Financial common stock. The merger was unanimously approved by both boards and is expected to close in the third quarter of 2007, pending customary regulatory approvals, as well as approval by both companies’ shareholders.

Note 4 – Goodwill and Other Intangible Assets

     Goodwill by line of business as of March 31, 2007, was as follows: