SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: July 17, 2001

HUNTINGTON BANCSHARES INCORPORATED
(Exact Name of Registrant as specified in its charter)

   Maryland                        0-2525                  31-0724920
---------------                 -------------              ----------
(State or other             (Commission File No.)          (IRS Employer
jurisdiction of                                           Identification Number)
incorporation or
organization)
                             --------------------

Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)


Item 5. Other Events.

On July 17, 2001, Huntington Bancshares Incorporated ("Huntington") issued a news release announcing its earnings for the second quarter and six months ended June 30, 2001. The information contained in the news release, which is attached as Exhibit 99.1 to this report, is incorporated herein by reference. Huntington also presented this information during a conference call which was available via Internet Webcast. The presentation materials are attached at Exhibits 99.2 and 99.3 to this report, and are incorporated herein by reference.

The information contained or incorporated by reference in this Current Report on Form 8-K may contain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the successful integration of acquired businesses; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this Current Report on Form 8-K are based on information available at the time of the Report. Huntington assumes no obligation to update any forward-looking statement.


Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1  News release of Huntington Bancshares Incorporated, dated
              July 17, 2001.

Exhibit 99.2  Presentation Transcript of July 17, 2001.

Exhibit 99.3  Presentation Materials, dated July 17, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUNTINGTON BANCSHARES INCORPORATED


Date: July 18, 2001               By:/s/ Michael J. McMennamin
                                     -----------------------------------
                                     Michael J. McMennamin, Vice Chairman, Chief
                                     Financial Officer and Treasurer



EXHIBIT INDEX

Exhibit No.         Description

Exhibit 99.1  *     News release of Huntington Bancshares Incorporated, July 17,
                    2001.

Exhibit 99.2  *     Presentation Transcript of July 17, 2001.

Exhibit 99.3  *     Presentation Materials, dated July 17, 2001.


_________________________

* Filed with this report.

Exhibit 99.1

FOR IMMEDIATE RELEASE

July 17, 2001

Contacts:
Investors                             Media
Laurie Counsel     (614) 480-3878     Jeri Grier      (614) 480-5413
Cheri Gray         (614) 480-3803     Laura Bowers    (614) 480-4433

HUNTINGTON BANCSHARES REPORTS
SECOND QUARTER 2001 EARNINGS

Reports operating earnings of $.30 per share

After-tax charge of $72 million taken in the quarter related to previously announced restructuring and strategic refocusing

Net interest income increased 7% from the year-ago quarter

Fee income up 13% from the year-ago quarter

COLUMBUS, Ohio - Huntington Bancshares Incorporated (NASDAQ: HBAN; www.huntington.com) today reported second quarter operating earnings, excluding restructuring and other charges, of $74.5 million, or $.30 per share. These results compare with $67.9 million, or $.27 per share for the first quarter and $97.5 million, or $.40 per share in the prior year's quarter.

On July 12, Huntington announced a comprehensive restructuring and strategic refocus on its core Midwest markets. In conjunction with the restructuring, Huntington said it would record restructuring and other charges of approximately $140 million after tax to be taken in the second, third, and fourth quarters of 2001. The portion of the total charge taken in the second quarter of 2001 was $72.1 million after tax, primarily related to credit and asset impairment. Including the restructuring and other charges, the company reported earnings of $2.4 million, or $.01 per share in the second quarter.

Excluding the restructuring and other charges, the return on average assets for the quarter was 1.05% and the return on average equity was 12.43%, versus ratios of .97% and 11.53% in the prior quarter and 1.37% and 17.79% for the same quarter a year ago.

Year-to-date, operating earnings were $142.4 million, or $.57 per share, compared with six-month results of $201.7 million, or $.82 per share, for the same period a year ago. Year-to-date, reported earnings were $70.2 million or $.28 per share. Subsequent results discussed in this press release are on an operating basis and exclude the impact of the restructuring and other charges.

"While our second quarter results excluding charges were in line with expectations, this earnings performance is clearly not satisfactory," said Thomas Hoaglin, president and chief executive officer of Huntington Bancshares Incorporated. "As we announced last week, we are taking a series of strategic and financial restructuring actions aimed at strengthening the company and positioning it for future growth. The entire Huntington management team is committed to our plan - including sharpening our focus on our core Midwest markets, streamlining operations and reducing costs, and creating a more customer-centric organization - in order to improve our core earnings, capital position and operating efficiency. With the announced restructuring plan, we have taken only the first step to improving Huntington's performance and returning the company to its position as a premier regional bank. We will now focus aggressively on the execution of our plan with the ultimate goal of delivering enhanced value to our shareholders."

Net interest income increased $4.9 million from the first quarter to $248.0 million and was up 7% from the second quarter a year ago. Over the last two quarters, the net interest margin has expanded 27 basis points from 3.70% to 3.97%. This expansion resulted from the reduction of lower-yielding investment securities and the decline in short-term interest rates. In the second quarter, the net interest margin increased 4 basis points from the previous quarter.

Total managed loan growth continued to moderate as a result of the general slowdown in economic activity. Annualized loan growth was 5% in the second quarter, compared with 6% in the first quarter and 11% in the fourth quarter of 2000. Reduced demand for automobile dealer floor plan financing caused commercial loan growth to decline to 4% in the second quarter from 9% in the previous quarter. Consumer loan growth remained stable at 6%, as home equity lines of credit grew at an annualized rate of 16%.

Non-interest income, excluding securities gains, was $130.7 million, up $15.2 million, or 13%, from the second quarter of 2000. Mortgage banking income increased significantly during the quarter to $18.7 million, as origination volume increased to $951 million from $363 million in the second quarter a year ago. Brokerage and insurance income increased 39% from the year-ago quarter, driven primarily by strong annuity sales and insurance activity. Trust income increased 15%, reflecting increased revenue from the company's proprietary mutual funds. Non-interest income in the second quarter increased $15.1 million from the previous quarter.

Non-interest expense totaled $233.3 million in the second quarter, up $35.2 million from the year-ago quarter. The year-over-year increase was driven by a low level of expenses in the prior year's quarter, higher personnel expenses, and premiums paid on residual value insurance for the auto lease portfolio. Operating expenses declined slightly from the previous quarter, with the efficiency ratio improving to 58.6% in the second quarter from 62.0% in the previous quarter.

Net charge-offs, as a percent of average loans, totaled .73% in the second quarter versus .55% in the previous three months. Charge-offs increased in the commercial and indirect loan and lease portfolios, reflecting weakened financial conditions resulting from the slower economy. Non-performing assets increased $41.1 million from the first quarter to $166.0 million, representing .79% of total loans and other real estate at quarter-end versus $124.9 million or .60% at the end of the first quarter. The allowance for loan losses was increased to 1.67% of total loans from 1.45% in the previous quarter as a result of additional credit reserves associated with the aforementioned charges.

At June 30, 2001, Huntington's tangible equity to assets ratio was 5.97%, essentially unchanged from the previous quarter. Huntington expects to improve this ratio to a minimum of 6.5% following the completion of its previously announced restructuring plan.

Webcast Information

A conference call to discuss second quarter results will be held today at 2:00 p.m. Eastern and will be available via a live Internet Webcast at www.streetfusion.com. A replay of the Webcast will be archived at that same address until midnight July 31. The supplemental financial tables as well as the slides for the conference call are available at www.huntington-ir.com and will be filed, along with management's comments, with the Securities and Exchange Commission on Form 8-K.

About Huntington

Huntington Bancshares Incorporated is a $28 billion regional bank holding company headquartered in Columbus, Ohio. Through its affiliated companies, Huntington has more than 135 years of serving the financial needs of its customers. Huntington provides innovative products and services through more than 500 offices in Florida, Indiana, Kentucky, Maryland, Michigan, New Jersey, Ohio and West Virginia. International banking services are made available through the headquarters office in Columbus and additional offices located in the Cayman Islands and Hong Kong. Huntington also offers products and services online at www.huntington.com; through its technologically advanced, 24-hour telephone bank, and through its network of more than 1,400 ATMs.

###

This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the successful integration of acquired businesses; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this news release are based on information available at the time of the release. Huntington assumes no obligation to update any forward-looking statement.

HUNTINGTON BANCSHARES INCORPORATED
CONSOLIDATED RESULTS OF OPERATIONS
(in thousands, except per share amounts)


---------------------------------------------------------------------------------------------------------------------------------

                                                                                      Three Months Ended June 30, 2001
                                                                            -----------------------------------------------------
                                                                                                Restructuring
                                                                                                     and
                                                                                Reported            Other           Operating
                                                                                Earnings           Charges          Earnings
                                                                             -------------      -------------    -------------
   Interest Income                                                           $     498,959      $        ---     $    498,959
   Interest Expense                                                                250,926               ---          250,926
                                                                             -------------      -------------    -------------
   Net Interest Income                                                             248,033               ---          248,033
   Provision for Loan Losses                                                       117,495            71,718           45,777
   Securities (Losses) Gains                                                        (2,503)           (5,250)           2,747
   Non-Interest Income                                                             130,706               ---          130,706
   Non-Interest Expense                                                            233,296               ---          233,296
   Special Charge                                                                   33,997            33,997              ---
                                                                             -------------      -------------    -------------
   (Loss) Income Before Income Taxes                                                (8,552)         (110,965)         102,413
   Provision for Income Taxes                                                      (10,929)          (38,838)          27,909
                                                                             -------------      -------------    -------------
   Net Income                                                                $       2,377      $    (72,127)    $     74,504
                                                                             =============      =============    =============

   Net Income per Common Share -- Diluted/(1)/                               $        0.01            ($0.29)    $       0.30
                                                                             =============      ==============   =============


----------------------------------------------------------------------------------------------------------------------------------

                                                                                     Six Months Ended June 30, 2001
                                                                            --------------------------------------------------
                                                                                                 Restructuring
                                                                                                      and
                                                                               Reported              Other         Operating
                                                                               Earnings             Charges         Earnings
                                                                             ------------       -------------    ------------
   Interest Income                                                           $  1,016,934       $         ---    $  1,016,934
   Interest Expense                                                               525,777                 ---         525,777
                                                                             ------------       -------------    ------------
   Net Interest Income                                                            491,157                 ---         491,157
   Provision for Loan Losses                                                      150,959              71,718          79,241
   Securities (Losses) Gains                                                         (425)             (5,250)          4,825
   Non-Interest Income                                                            246,352                 ---         246,352
   Non-Interest Expense                                                           467,386                 ---         467,386
   Special Charge                                                                  33,997              33,997             ---
                                                                             ------------        ------------    ------------
   Income Before Income Taxes                                                      84,742            (110,965)        195,707
   Provision for Income Taxes                                                      14,499             (38,838)         53,337
                                                                             ------------        ------------    ------------
   Net Income                                                                $     70,243        $    (72,127)   $    142,370
                                                                             ============        ============    ============

   Net Income per Common Share -- Diluted/(1)/                               $       0.28              ($0.29)   $       0.57
                                                                             ============        ============    ============

----------------------------------------------------------------------------------------------------------------------------------

/(1)/Adjusted for stock splits and stock dividends, as applicable.

 

HUNTINGTON BANCSHARES INCORPORATED
CONSOLIDATED COMPARATIVE SUMMARY
(in thousands, except per share amounts)


-----------------------------------------------------------------------------------------------------------------------------------
                                     Consolidated Results of Operations (Operating Basis)/(1)/
-----------------------------------------------------------------------------------------------------------------------------------

                                                  Three Months Ended                            Six Months Ended
                                                       June 30,                Change                June 30,              Change
                                            -----------------------------                  --------------------------
                                                2001              2000            %             2001          2000           %
                                            ------------    -------------      -------     ------------   -----------      -------
   Interest Income                          $    498,959    $     519,496       (4.0)%     $  1,016,934   $ 1,035,053       (1.8)%
   Interest Expense                              250,926          286,690      (12.5)           525,777       561,556       (6.4)
                                            ------------    -------------                  ------------   -----------
   Net Interest Income                           248,033          232,806        6.5            491,157       473,497        3.7
   Provision for Loan Losses                      45,777           15,834      189.1             79,241        31,535      151.3
   Securities Gains                                2,747              114        N.M.             4,825        24,877        N.M.
   Non-Interest Income                           130,706          115,550       13.1            246,352       216,481       13.8
   Non-Interest Expense                          233,296          198,076       17.8            467,386       398,182       17.4
   Income Before Income Taxes                    102,413          134,560      (23.9)           195,707       285,138      (31.4)
   Provision for Income Taxes                     27,909           37,039      (24.6)            53,337        83,444      (36.1)
                                            ------------    -------------                  ------------   -----------
   Net Income                               $     74,504    $      97,521      (23.6)%     $    142,370   $   201,694      (29.4)%
                                            ============    =============                  ============   ===========

   Net Income per Common Share (2)
           Basic                            $       0.30    $        0.40      (25.0)%     $       0.57   $      0.82      (30.5)%
           Diluted                          $       0.30    $        0.40      (25.0)%     $       0.57   $      0.82      (30.5)%
           Diluted--Cash Basis (3)          $       0.33    $        0.42      (21.4)%     $       0.63   $      0.87      (27.6)%

     Cash Dividends Declared                $       0.20    $        0.18       11.1 %     $       0.40   $      0.36       11.1 %

     Shareholders' Equity (period end)      $       9.37    $        9.02        3.9 %     $       9.37   $      9.02        3.9 %

   Average Common Shares (2)
           Basic                                 251,024          244,835        2.5 %          250,984       246,405        1.9 %
           Diluted                               251,448          245,652        2.4 %          251,479       247,431        1.6 %


-----------------------------------------------------------------------------------------------------------------------------------
                                           Key Performance Ratios (Operating Basis)/(1)/
-----------------------------------------------------------------------------------------------------------------------------------
                                                    Three Months Ended                             Six Months Ended
                                                         June 30,                                      June 30,
                                                  -----------------------                       ---------------------
                                                   2001             2000                          2001          2000
                                                  ------           ------                       -------        ------
   Return On:
     Average Total Assets                          1.05%            1.37%                          1.01%         1.41%
     Average Shareholders' Equity                 12.43%           17.79%                         11.98%        18.39%
   Efficiency Ratio                               58.59%           53.90%                         60.23%        53.91%
   Net Interest Margin                             3.97%            3.72%                          3.95%         3.75%


-----------------------------------------------------------------------------------------------------------------------------------
                                        Consolidated Statement of Condition Data (Average)
-----------------------------------------------------------------------------------------------------------------------------------
                                                Three Months Ended                                Six Months Ended
                                                     June 30,                 Change                  June 30,             Change
                                           -----------------------------                     ---------------------------
                                               2001             2000              %              2001           2000          %
                                           ------------     ------------     ---------       ------------   ------------    -----
   Total Loans - Reported                  $ 21,020,057     $ 20,762,295         1.2 %       $ 20,863,289   $ 20,781,835     0.4 %
   Total Loans - Managed                     22,335,492       21,223,986         7.0           22,199,646     21,013,396     7.4
   Total Deposits                            19,098,894       19,675,603        (2.9)          19,081,740     19,732,583    (3.3)
   Total Assets - Reported                   28,342,381       28,573,827        (0.8)          28,289,852     28,765,005    (1.7)
   Shareholders' Equity                       2,403,418        2,204,865         9.0            2,395,579      2,205,393     8.6


-----------------------------------------------------------------------------------------------------------------------------------
                                                 Capital Ratios and Asset Quality
-----------------------------------------------------------------------------------------------------------------------------------
                                                     June 30,                                                         June 30,
                                               --------------------                                             -------------------
                                                2001          2000                                                2001       2000
                                               ------        ------                                             -------    ---------
  Tier I Risk-Based Capital/(4)/                7.00%         7.40%     Non-performing loans (NPLs)             $156,072   $ 79,453
  Total Risk-Based Capital/(4)/                10.19%        10.90%     Total non-performing assets (NPAs)      $165,985   $ 95,123
  Tier I Leverage/(4)/                          6.94%         6.89%     Allowance for loan losses/total loans       1.67%      1.45%
  Tangible Equity/Assets -- Period End          5.97%         5.78%     Allowance for loan losses/NPLs            225.69%    373.67%
  Average Equity/Assets -- Quarterly            8.48%         7.72%     Allowance for loan losses and other
                                                                            real estate/NPAs                      211.20%    306.89%

-----------------------------------------------------------------------------------------------------------------------------------

/(1)/ Income component excludes after-tax impact of $72,127 of Restructuring and Other Charges.

/(2)/ Adjusted for stock splits and stock dividends, as applicable.

/(3)/ Tangible or "Cash Basis" net income excludes amortization of goodwill, net of income taxes.

/(4)/ Estimated.

N.M. - Not Meaningful.


Exhibit 99.2

HUNTINGTON BANCSHARES INCORPORATED

Moderator: Laurie Counsel
July 17, 2001
1:00 pm CT

Operator:           Good afternoon. My name is (Raina), and I will be your
                    conference facilitator today. At this time I would like to
                    welcome everyone to the Huntington Bancshares Second Quarter
                    Earnings Results conference call. All lines have been placed
                    on mute to prevent any background noise.


                    After the speakers' remarks, there will be a question and
                    answer period. If you would like to ask a question during
                    this time, simply press the number 1 on your telephone
                    keypad, and questions will be taken in the order they are
                    received. If you would like to withdraw your question, press
                    the pound key. Thank you.


                    Ms. Counsel, you may begin your conference.


Laurie Counsel:     Thank you, (Raina). And good afternoon again to our
                    conference call participants. Thanks for taking the time
                    today to join us.


                    Here for this afternoon's conference call are Tom Hoaglin,
                    President and Chief Executive Officer, and Mike McMennamin,
                    Vice Chairman and Chief Financial Officer.


                    This call is being recorded and will be available as a
                    rebroadcast starting today at 5:00 pm through July 27 at
                    midnight. It is also available on the Internet for two
                    weeks. Please call the Investor Relations Department at 614-
                    480-5676 for more information to access these recordings or
                    if you have not yet received the news release and
                    presentation materials for today's call.


                    Today's conference call and discussion, including related
                    questions and answers, may contain forward-looking
                    statements, including certain plans, expectations, goals,
                    and projections which are subject to numerous assumptions,
                    risks, and uncertainties.


                    Actual results could differ materially from those contained
                    or implied by such statements for a variety of factors,
                    including changes in economic conditions, improvements in
                    interest rates, competitive pressures on product pricing and
                    services, success and timing of business strategies, the
                    successful integration of acquired businesses, the nature,
                    extent, and timing of governmental actions and reforms, and
                    extended restructuring of vital infrastructure.


                    All forward-looking statements included in this conference
                    call and discussion, including related questions and
                    answers, are based on information that was available at the
                    time of the call. Huntington assumes no obligation to update
                    any forward-looking statements.


                    Now I'd like to turn the call over to our CEO, Tom Hoaglin.
                    Tom?


     Tom Hoaglin:   Welcome. And thanks, everyone, for joining us. And I also
                    want to thank so many of you who participated in our
                    investor conference last Thursday.

                    
                    We're very excited about the financial decisions we
                    announced and the strength and the stability they will
                    provide, the sale of our Florida franchise,

                    consolidation of banking offices outside of Florida, the 20%
                    reduction in our dividend, and the restructuring and special
                    charges. We're also confident about our ability to grow in
                    our core Midwest markets as we move forward.


                    In a moment, Mike McMennamin will talk about our second
                    quarter financial results. The special charge of $72 million
                    after taxes obviously had a significant impact on our
                    results.


                    We will want you to understand clearly our core operating
                    performance excluding the charge, so we will review our
                    estimates for the second half of 2001 and for full-year
                    2002.


                    As I mentioned last Thursday, going forward we want
                    Huntington to be conservative in its projections and
                    consistent in its record of meeting and exceeding them. We
                    will also review with you some of our financial analyses
                    about Florida.


                    One update since last Thursday, today we are announcing the
                    appointment of Jim Dunlap as Region President for Western
                    Michigan. Jim is a 22-year Huntington veteran and has done a
                    superb job during the last three years as Region President
                    in Florida. He is energetic, a tremendously effective leader
                    and team-builder, and a great salesman.


                    Jim will be based in Grand Rapids and start his new
                    assignment in mid to late August. His appointment represents
                    a significant commitment by Huntington to build our customer
                    base, market share, and financial performance in that key
                    market.


                    Now here is our CFO, Mike McMennamin, to review the
                    financials. Mike?

 

Mike McMennamin:    Thanks, Tom. As we've already announced, we intend to
                    recognize restructuring and other special charges totaling
                    $140 million after tax in the second, third, and fourth
                    quarters.


                    In the second quarter, $72 million of these charges were
                    recognized, related primarily to credit and asset impairment
                    issues. Excluding the $72 million of charges, operating
                    earnings totaled $74.5 million or 30 cents a share.


                    The numbers shown on this next slide, Estimated
                    Restructuring and Other Charges, are pretax. Of the $111
                    million pretax charge recognized during the quarter, $72
                    million was credit-related, $37 million was asset
                    impairment, and $2 million was legal reserves.


                    Of the $72 million credit-related charge, $26 million
                    represented lending businesses that we have exited, sub-
                    prime auto lending, which is a $150 million portfolio that's
                    being run off, embedded losses estimated at $15 million,
                    truck and equipment portfolio, a $60 million portfolio with
                    embedded losses of $11 million. These are loans on the large
                    tractor/trailer rigs.


                    Twenty million dollars in consumer and small business loans
                    greater than 120 days are being charged off or reserved.
                    This represents a more conservative application of current
                    banking regulations and represents an acceleration of
                    charge-offs that would have occurred in coming months.

                    Twenty-one million dollars of the reserve is increased
                    reserves for consumer bankruptcies. Bankruptcies have
                    increased 18% nationally versus a year ago and are up
                    approximately the same amount at Huntington.

                    The increase is related to a deterioration of the economy
                    and the weakening of consumer balance sheets and secondly,
                    increased bankruptcy filings in anticipation of the proposed
                    more stringent bankruptcy legislation. 


                    Five million of the total charge represents an increase in
                    commercial loan reserves. And $37 million represents asset
                    impairment.


                    Twelve million of the asset impairment is a write-down of
                    the residual interest in two auto loan securitizations that
                    were completed in 2000. Charge-offs on these loans have
                    increased beyond levels anticipated when the securitizations
                    were booked.


                    Five million dollars represents a loss on the sale of $15
                    million Pacific Gas and Electric Commercial Paper in June.
                    Twenty million dollars of the reserve represents an increase
                    in the reserve for auto lease residuals.


                    The remaining $104 million pretax charge is expected to be
                    recognized in the third and fourth quarters. The remaining
                    charge is related to closing costs on branch consolidations,
                    costs associated with the sale of the Florida branches, the
                    write-down of technology investments, and the establishment
                    of legal, accounting, and operational reserves.


                    My remaining comments today will address the second quarter
                    operating earnings. Turning to the next slide, Earnings Per
                    Share, in April we provided earnings guidance for the second
                    quarter of 27 to 29 cents per share.


                    Earnings for the quarter came in at 30 cents with core
                    earnings totaling 28 cents per share, consistent with our
                    projections. There was $5.9 million pretax income in the
                    second quarter of non-core earnings, roughly 2 cents a
                    share.


                    Residential mortgages totaling $107 million were sold during
                    the quarter and a $2 million gain recognized. Two point
                    seven million dollars of security gains were realized. And a
                    $1.2 million gain was recognized on the sale of a small
                    branch in Indiana. 


                    The core earnings of 28 cents per share were the same
                    as were reported in the fourth quarter of 2000 and the
                    first quarter of this year.

                    On a cash basis, second quarter earnings were 33 cents per
                    share, versus the 30 cents on a reported basis, with the
                    difference being the after-tax amortization of goodwill.
                    Return on equity on a cash basis improved to 13.7% during
                    the quarter.

                    Turning to some of the key performance indicators, the net
                    interest margin improved slightly during the quarter from
                    3.93% to 3.97%, following a 23 basis point increase from the
                    fourth quarter to the first quarter. The efficiency ratio
                    also declined from 62% in the first quarter to 58.6%.

                    The tangible common equity to asset ratio was basically
                    unchanged during the quarter, even after the $72 million
                    after-tax charge was realized. As announced at our
                    investment conference last week, our goal was to maintain a
                    minimum tangible common equity to asset ratio of 6-1/2% when
                    we are completed with the Florida sale.

                    The next slide just takes a look at some of the highlights
                    of the second quarter. As mentioned, the net interest margin
                    increased 4 basis points during the quarter, with almost all
                    of the increase related to increased loan fees that are
                    included in net interest income.

                    Higher loan fees were generated in the auto loan and lease
                    business as volume picked up from the first quarter levels
                    and also in commercial real estate. Managed loan growth
                    increased at a 5% annualized rate during the quarter.

                    The decline in the efficiency ratio from 62% to 58.6% was
                    driven by an $800,000 decline in operating expenses and a
                    $20 million increase in revenue,  $5 million of net interest
                    income, and $15 million in non-interest income
                    during the quarter.


                    Net charge-offs as a percentage of average loans increased
                    from 55 basis points in the first quarter to 73 basis
                    points. The increase occurred primarily in our auto loan and
                    lease portfolio as well as the commercial portfolio. Non-
                    performing assets as a percentage of total loans and OREO
                    increased 19 basis points or $41 million during the quarter.

                    Turning to the income statement, pretax earnings for the
                    quarter totaled $102.4 million, a $9.1 million increase.
                    Higher provision expense of $12.3 million was more than
                    offset by a $4.9 million increase in net interest income and
                    a $15.1 million increase in non-interest income led by a
                    very strong performance in the mortgage banking unit. A
                    small reduction in operating expenses and a small increase
                    in security gains also benefited the quarter.


                    Turning to managed loan growth, the following loan growth
                    information has been adjusted for the impact of
                    acquisitions, securitization activity, and asset sales.

                    Managed loan growth slowed only slightly during the quarter
                    to a 5% annualized growth rate. Growth during the first half
                    of the year has been at the 5% to 6% range, versus an 8% to
                    9% rate during the second half of last year, reflecting the
                    significant slowdown in the economy.


                    The decline in the growth of commercial loans during the
                    quarter -the decline in the growth rate, I should say, is
                    related to a significant slowing in the demand for
                    automobile floor-plan credit as auto dealers have sharply
                    curtailed their inventories.


                    C&I loan to land - C&I loan demand, excluding floor-plan
                    loans, increased at a 7% rate during the quarter, roughly
                    the same as in the first quarter. Commercial real estate
                    loans were basically unchanged during the quarter, as
                    double-digit growth in construction loans was offset by
                    declines in permanent loans.

                    After no growth in the first quarter, auto loans and leases
                    grew at a 6% annualized rate, helped by seasonal factors
                    during the quarter, and are up 10% versus the prior year's
                    quarter.

                    Consumer loans, other than indirect auto loans, increased at
                    an 8% rate during the quarter, led by double-digit increases
                    in home equity line of credit, continuing the strength we've
                    seen in that area over the last year.

                    Just a comment on residential real estate loans, as we
                    discussed at the investor conference, we do not feel that
                    residential mortgage loans are a good use of our capital or
                    our funding capacity. As such, we've been selling these
                    assets in the last year.

                    Over the last year, these loans have declined from $1-1/2
                    billion to $900 million. This table, however, shows 9%
                    growth versus the year-ago quarter. And that represents
                    organic growth. These numbers in the table have been
                    adjusted for securitizations and sales activity.

                    Turning to non-interest income, revenue before security
                    gains increased $15.1 million or 13% versus the same quarter
                    last year and also from the same - from the first three
                    months of 2001.

                    Mortgage banking income was particularly strong in the
                    prevailing lower-rate environment with revenue increasing
                    $10.6 million or 131% from a year ago, an $8.7 million
                    increase from the first quarter.

Origination volume expanded to $951 million during the quarter, compared with $363 million a year ago and $690 million in the first quarter of the year. Mortgage banking results for the period just ended were also positively impacted by the sale of $107 million of portfolio loans which generated a gain of approximately $2 million.

Brokerage and insurance revenue was $5.4 million or 39% higher than the year-ago period, with insurance income as the primary driver. Brokerage income posted a 5.9% increase, despite a relatively volatile equity market. Annuity sales continue to be strong, increasing 53% versus the second quarter of last year.

Trust income was up 15% over the prior year, indicative of increased revenue from Huntington's proprietary mutual funds. This improvement is a function of higher asset balances, aided in part by the introduction of five new funds, as well as price increases.

The $4-1/2 million decline in other non-interest income versus the prior year is primarily the result of significantly lower securitization activity. We securitized $556 million of auto loans in the prior-year quarter, versus only $107 million in the second quarter of this year.

Turning to non-interest expense, NIE increased $35.2 million or 18% compared with the same period last year, but was essentially flat with the first quarter of 2001.

The increase from a year ago was due to several factors, including $9.8 million of accrual adjustments in the prior-year quarter that resulted in a low expense base for that period.

The remaining increase was primarily due to higher sales commissions and other personnel-related costs as well as premium space for the auto lease residual insurance. The year-over-year impact of purchased acquisitions also drove expenses higher in the recent quarter.

Relative to the first quarter of this year, personnel-based costs increased $4.4 million as annual merit pay adjustments were effected in the second quarter and sales commissions increased in connection with the strength in fee-based businesses, particularly mortgage banking.

Substantially offsetting the higher personnel cost was the $3.8 million reduction in other non-interest expense. This reduction was related to the first quarter $4.2 million loss associated with the sale of Pacific Gas and Electric Commercial Paper.

While the efficiency ratio dropped from nearly 62% in the first quarter to 58.6% in the recent period, the decline was primarily driven by a $20 million increase in revenues. We do expect operating expenses to trend lower in the second half, indicative of the NIE initiative program that we introduced during the second quarter.

The next slide shows our non-performing asset trend. Non-performing assets increased $41 million during the quarter from $125 million to $166 million. Non-performing assets as a percentage of total loans and other real estate owned increased from 60 basis points to 79 basis points.

This slide depicts how Huntington's non-performing asset performance has compared in recent quarters with a peer group of banks. The increase in non-performing assets is primarily attributable to two credits, a $16 million credit to an assisted living healthcare operation -- this is the credit that we mentioned in our last earnings call -- and $14 million to a retailer of farm and agricultural equipment.

Turning to charge-offs, net charge-offs as a percentage of average loans increased from 55 basis points in the first quarter to 73 basis points in the second quarter.

Charge-offs increased in both our consumer and commercial portfolios. The increase in charge-offs in recent quarters appears to be consistent with increases that are being experienced by other peer banks.

The next slide shows the components of our net charge-offs by major portfolio. In the second quarter commercial charge-offs increased from 41 to 67 basis points. Commercial real estate charge-offs increased slightly to 18 basis points, but are at a very low level. Consumer charge-offs increased 17 basis points to 95 basis points during the quarter.

Of the commercial and commercial real estate charge-offs, no individual charge-off exceeded $2-1/2 million, nor were charge-offs concentrated in any particular industry.

The next slide provides more detail on our consumer charge-offs. The increase from 78 to 95 basis points in charge-offs during the quarter is related to the indirect auto loan and lease portfolio, with charge-offs in that area increasing from 113 to 143 basis points.

The higher indirect charge-offs are the result of lower-quality paper originated between the fourth quarter of '99 and the third quarter of 2000, the weaker economic environment and the adverse impact that is having on consumer balance sheet, and an increase in the average loss per vehicle.

The increase in charge-offs in the auto lease portfolio during the quarter from 89 basis points to 137 basis points was partially related to an operational problem that had the impact of first quarter charge-offs being booked in the second quarter. X that change, charge-offs would have increased from 109 to 121 basis points.

Loans originated in the fourth quarter '99 to the second quarter of 2000 period represent 20% of the loan portfolio and were 39% of the losses in the second quarter.

Along the same lines, leases originated in the fourth quarter of '99 to the third quarter of 2000 period represent 35% of the lease portfolio, but 53% of the second quarter losses. We expect improvement in portfolio credit quality as these vintages become a smaller percentage of the portfolio and ultimately roll off.

The higher credit quality originations in the last year represent 45% of the total loan portfolio and 35% of the lease portfolio. The average charge-off in the loan portfolio has increased 23% in the last year from $5300 per unit to $6500.

In the leasing portfolio the average charge-off per unit has increased 35% in the last year from $8400 to $11,500. This increased loss per vehicle is a reflection of the deterioration in the used car market.

There has been substantial improvement in the risk profile of loan originations in recent vintages and quarters. Average FICO scores on loans originated in the first half of 2001 were 713. That compared with 690 in late '99 and the first half of 2000. The percentage of D-Tier paper originated declined from 18% to 6% during the same two time periods. These same trends apply to the lease portfolios.

With the improvement in the risk profile of recent originations, we expect to see declines in the charge-off levels that we've seen over the last six months. The credit quality in the home equity direct installment and residential real estate portfolio is stable and performing well.

Turning to the next slide, 90-day-plus delinquencies in the total portfolio declined from 49 basis points to 32 basis points during the quarter. If you exclude the impact of the charge-offs that were included in the second quarter special charge, delinquencies would have declined from 49 basis points to 42 basis points.

Consumer delinquencies would have been basically unchanged, declining slightly from 69 to 66 points. And commercial and commercial real estate delinquencies would have declined from 29 basis points to 17 basis points.

The loan loss reserve was increased from 1.45% to 1.67% during the quarter, reflecting $44 million of additional credit reserves associated with a special charge. The expectation is that this reserve will decline as these loans are charged off.

Despite the larger reserve for loan losses, the $41 million increase in non-performing assets reduced the loan loss reserve coverage ratio from 239% to 211%. The next slide just provides some detail on the impact of the special charge on the allowance for loan losses in the second quarter.

At last week's investor conference in New York, we provided earnings guidance for the remainder of 2001 and 2002. We want to provide you with a little more detail today, particularly on the Florida market disposition.

The next slide you see, entitled 2002 Earnings Projections, is the same slide that we showed you last week, creating a 2002 earnings per share estimate by building on the 2001 estimate of $1.15 to $1.17 per share.

The next slide, Goodwill and CDI Amortization, breaks out the detail of our intangible assets, goodwill, and the core deposit intangibles between Florida and the rest of the company.

These are balances that are projected as of December 2001. Total Florida intangibles will total $526 million at that date. Only $191 million of goodwill will remain on Huntington's books.

The numbers at the bottom of the slide are the per share amortization of goodwill and the core deposit intangibles, broken out again by Florida and the rest of the company. Elimination of goodwill amortization will have the impact of increasing Huntington's earnings per share by 11% - I'm sorry by 11 cents in 2002, independent of the sale of Florida. This is the same 11 cents per share increase in 2002 earnings that you saw on the previous slide related to accounting change goodwill.

The next slide provides some detail on the excess capital that will be created or generated from the Florida sale. This shows the capital is generated and released by the sale of Florida and also the capital required to offset the $140 million of after-tax charges, some of which have been recognized in the Second Quarter, but the remainder be recognized in Third and Fourth Quarter, plus a small amount of capital required to true up or to bring the tangible common equity ratio up to 6-1/2% by the end of the year.

Assuming the Florida branches are sold at Huntington's book value, that is at $526 million of remaining intangibles we highlighted just a moment ago, capital of $526 million will be generated.

In addition the sale will release $170 million in tangible capital. We've assumed a ratio here of 6-1/2%. It's currently required to support the assumed $2.6 billion of tangible assets expected to be sold late in 2001.

This $696 million total will be augmented by any after-tax gain that the sale generates. That is, a deposit premium above Huntington's book value of $526 million. This 696 million plus whatever after-tax gain is generated will be reduced by the $140 million of after-tax charges that we will recognize this year, and $18 million in capital required to bring a tangible common equity asset ratio to 6-1/2%. Thus the net capital available for stock repurchase is the sum of $538 million plus whatever after-tax gain you want to assume we generate on the sale.

The final slide, we had showed in the presentation two to six cents earnings per share resulting from the disposition of the Florida branches at the investor presentation. There are three components of that number.

First of all, the Florida earnings would go away as a result of the sale. This represents the singe digit return on the $696 million of equity that Huntington has invested in Florida. As I said last week these cash earnings are net of, or after, core deposit intangible amortization. But these foregone earnings exclude the benefit from the elimination of goodwill amortization in Florida. The earnings give up on this component is a negative.

The second component is the earnings per share pick up resulting from the repurchase of Huntington stock. On our model we assumed $300 to $400 million of stock was repurchased. The source of funds for the stock repurchase is the net excess capital generated from the sale, that is the $538 million on the previous slide plus whatever after-tax gain we might recognize. This repurchase adds to earnings per share and is a positive component of the Florida market disposition.

The third component of the earnings - the third component is the earnings on the excess funding that's created by the disposition. This is the earnings on the sum of the $538 million plus the after tax gain, less whatever funds are actually utilized for the stock repurchase. Hopefully that provides you with a little bit more detail on some of the discussion that we had last week.

That concludes our presentation this morning. We'd be happy to take any questions.

Operator: At this time I'd like to remind everyone, in order to ask a question please press the number 1 on your telephone keypad. Please hold for your first question.

Your first question comes from Derek Statkevicus with KBW.

Derek Statkevicus: Hi, how are doing today?

Mike McMennamin: Good.

Derek Statkevicus: A quick question on the Florida sale. Again you just went over some graphs that showed even in what at least I would consider a fairly conservative sale price for Florida, you come up with round figures 540 million of capital available stock repurchase. Yet at the same time, in terms of trying to figure out what the earnings accretion you'd stock repurchase of $300 to $400 million. What's the disconnect there? Why not use the, you know, 540 million? Again assuming that you'll probably sell Florida for at least a small gain.

Mike McMennamin: Derek, I don't think that there's a disconnect. What we've - we don't know exactly how much stock we'll be able to buy back and what the time period we will be able to buy it back in. The assumption is just that in 2002 that we'll only be able to buy back something like $300 to $400 million of stock. If we can buy back more in 2002 then the benefit will be more - or the transaction will be more accretive.

I think we did point out that the 2002 does not represent the total accretion benefit from this sale, rather that we expect that the remaining stock to be repurchased in 2003 with a corresponding benefit or accretion in 2003 earnings. So it's just a conservative assumption. We could have used a higher number, we chose not to.

Derek Statkevicus: Okay. So again, the assumption is that the stock is bought back in the open market over time, as opposed to some sort of accelerated, you know, program relatively shortly after the completion of the sale of Florida.

Mike McMennamin: Well the assumption in the model is just that the stock gets bought back. There's no assumption - we haven't decided as we mentioned last week what program or what process we use to buy back.

Derek Statkevicus: Okay, fair enough. Thank you.

Operator: Again I would like to remind everyone, in order to ask a question simply press the number 1 on your telephone keypad.

Your next question comes from Ed Najarian with Merrill Lynch.

Ed Najarian: Yeah, good afternoon guys. Mike, could you just go over the 72 million of credit related charges - extra charges that you went over in the beginning of the call and you broke that out - can you break that out for me once again?

Mike McMennamin: Sure, hold on just one second. Okay it was $26 million, Ed, in businesses that we have exited. That was sub-prime auto lending that totaled $15 million. There's another $11 million of estimated embedded losses in a truck and equipment portfolio, about a $60 million portfolio. These are both portfolios that we are no longer making loans in. So that's 26 million.

There is $20 million in consumer and small business loans that's about 75% consumer that are over 120 days delinquent that are being charged off or reserved for. And this just represents as you probably know banking regulations require you to charge these loans off if they're more than 120 days delinquent. But there are a number of exceptions to that - to those rules. We are just getting a lot more conservative in the application of those rules to our portfolio. That's 20 million.

We've got $21 million which are increased reserves for consumer bankruptcy both related to just the deterioration we're seeing in consumer balance sheets as well as the increase in bankruptcies as related to the deterioration of the economy as well as, we think, some bankruptcy filings in anticipation of the proposed legislation. Just $5 million represents an increase in commercial loan reserves and I think that was the total.

Ed Najarian: Okay, thanks. And then when you talk about the core net charge off ratio which was I believe 70...

Mike McMennamin: Seventy-three basis points.

Ed Najarian: Seventy-three basis points, and then in the press release there's an actual net charge off ratio which I believe was about 120 net basis points?

Mike McMennamin: I think the difference Ed is the - the difference is the 125 basis points is total charge off including those that are included in the special charge, that was I think $27 million of charge offs that were embedded in the special charge. If we add those to the charge off that we ran through the operating part of the income statement we come up to 125 basis points.

Ed Najarian: Okay so now that $27 million difference was essentially the charges that are -were taken that are in - that are aligned with that 72 million that you just broke out for me. Is that correct?

Mike McMennamin: The 125 basis points includes $27 million of actual charge offs...

Ed Najarian: Right.

Mike McMennamin: ...that were embedded in the $72 million. The $72 million credit portion of the reserves was $27 million of charge offs that actually were booked and 40 - 44 or $45 million of additional reserves that were put up. So the additional reserves would show up in the form of a higher loan loss reserve ratio that went from 145 to 167.

Ed Najarian: Okay. I got that. I'm clear on that. Now that extra 44 to 45 million that was put in to the reserve, how quickly do you expect that to be used up or charged off? Will we see that go away in the form of extra charges in the Third and Fourth Quarter above and beyond the 65 basis point ratio that you talked about last week?

Mike McMennamin: No, we don't think we will. First of all the assumption in building that $45 million in reserves up is that as those charge offs occur that those - the reserve would actually be reduced as the charge offs go against the reserves have already been established. That would imply that the reserve over some period of time would go back to the 145 basis points that we were at to begin with which we did feel was adequate.

Ed Najarian: Okay.

Mike McMennamin: The charge offs that we've assumed - we however in our earnings forecast for the second half of 2001 and also for the 2002 period we've assumed charge offs of 65 basis points. So you could argue we've got an element of conservatism that's built in there.

Ed Najarian: Okay. So in some ways you're - wait, I think I sort of missed that last point. There won't be then expected additional charges above and beyond the 65 basis points. There will be some, but not as much as the 40 to 45 million I guess.

Mike McMennamin: Well we're saying that the - we do not expect charge offs in the next year and a half to be above 65 basis points.

Ed Najarian: Okay.

Mike McMennamin: Now that would imply - if charge offs stay exactly at the level that they've been at in the first half excluding this charge for just a second, charge offs in the first half have averaged 64 basis points. Let's assume for the sake of discussion the charge offs were to remain at that level for the rest of 2001 and for 2002. That would imply that the reserve would not be drawn down.

Ed Najarian: Right.

Mike McMennamin: So we've got an element of conservatism built into the numbers. Stated another way, if we're going to draw down the reserve by $45 million over the next few quarters then you would expect our reported charge offs to actually decline from the 65 basis points that we've assumed. We're unwilling to make that assumption today at this stage of the game. So there's an element of conservatism built in there.

Ed Najarian: Okay. I got it, thanks.

Operator: Your next question comes from Brock Vandervliet with Lehman Brothers.

Brock Vandervliet: Good afternoon. I could just ask a completely unrelated question tied to the indirect auto securitization page. You mentioned then in passing Mike that you'd securitized 550 million or so last year and just 107 or so this year. Was that just due to market conditions or another reason?

Mike McMennamin: Brock, we had two securitizations last year. There was a $500 million deal effected in the First Quarter. In the Second Quarter very - we securitized a billion dollars of which on - of which some that got done in the Second and Third Quarter. That was the 556 million I was referring to. There have been no securitizations done since that Second Quarter securitization. The $107 million that we do - the billion dollar securitization was done last year is a revolving securitization where you have - where you top off the loans sold on a quarterly basis keeping it up to the billion dollars outstanding. The top off in the First Quarter - in the Second Quarter was $107 million of that.

Brock Vandervliet: Okay, thank you.

Operator: Your next question comes from Fred Cummings with McDonald Investments.

Fred Cummings: Yes, good afternoon. Mike can you touch on how the Florida operation is impacted 1, the service charge on deposit growth or any of the - assuming that's the one major line item that Florida would've - might've influenced. And then related to that you had pretty good growth in your interest bearing checking accounts and I'm wondering if you exclude Florida how that growth rate would look.

Mike McMennamin: Fred I don't have any specific numbers but let me talk anecdotally. The Florida deposit mix is skewed away from demand deposits. My recollection is that only 13% of our total deposits in Florida are demand deposits, verses 19% of the total deposits in the rest of the company being demand deposits. So the service charge - your question on the service charge income I'm going to say that the Florida - Florida should not have been a large component of that.

In terms of the growth in the non-interest bearing deposits...

Tom Hoaglin: Interest bearing deposits.

Mike McMennamin: I'm sorry, interest bearing deposits.

Fred Cummings: Yes.

Mike McMennamin: You're talking interest bearing checking?

Fred Cummings: Yeah, interest - the demand accounts. Yeah, the interest bearing demand accounts.

Mike McMennamin: Don't really have any illuminating comments on that. I'd have to check on that and I'll get - I'll be happy to get back to you later.

Fred Cummings: Ok. And could you characterize how Michigan did, what's on the deposit growth side?

Mike McMennamin: Michigan has been doing well of late on deposit growth. As you know and as everyone knows we have been challenged in Michigan. But the deposits - we ran a couple of the special deposit campaigns up there and have had some success in the last few months. So Michigan has really picked up the pace verses a year ago when they were lagging considerably.

Fred Cummings: Ok, thank you.

Operation: At this time there are no further questions - okay, you have another question from Brock Vandervliet of Lehman Brothers.

Brock Vandervliet: Yeah Mike this is Brock. If you could just follow up on a comment you made on the conference call a couple of days ago. You described the returns earned on the Florida franchise's mid single digit or single digit. Could you - that strikes me as rather low. I'm just trying to get at why that was, whether it's small branch size or the deposit mix. Could you speak to that a little bit? Thanks.

Mike McMennamin: Brock I think that there's two or three factors that are involved in the - first of all we've got a relatively large capital investment down there. We've got on the slides that we just walked you through it's $696 million, I think we said $700 million in our presentation. So we $700 million invested down there. That's over 30% of our capital, Florida would represent only 23 or 24% of our deposits so we've got a disproportionate share of capital down there because of the purchase accounting. I think that's one factor.

Secondly the deposit mix as I mentioned is skewed away from demand deposit and heavily toward CDs just because of the demographics of the population. So you tend to earn - you're - the margin that you earn on your deposit business are reduced by I want to say about 30 basis points pre-taxed so you're earning less on your deposit business.

And thirdly unlike the rest of the company Florida has got a loan to deposit ratio that would be just a little south of 50%. And of course banks tend to make money when they earn relatively loan to deposit ratios. So I think that it's a combination that we've got a- we have a disproportion share of our capital invested down there, the deposit mix is just not as rich a mix as we've experienced elsewhere in the franchise, and we have a relatively low loan to deposit ratio vis-a-vis the rest of the company down there. I think when you add those factors up that just creates a relatively low return on our investment.

Brock Vandervliet: Thank you.

Operator: Your next question comes from Ed Najarian with Merrill Lynch.

Ed Najarian: Yeah, it's just a quick follow up. When you're talking about your $1.15 to $1.17 guidance for this year is that including a 28 cent Quarter for this Quarter the core number you broke out or the 30 cent operating number?

Mike McMennamin: Let's take the mid point in $1.16. We've reported total earnings for the first half of 57 cents and we've reported total core earnings of 56. So Ed there's only a penny difference...

Ed Najarian: Yeah, okay.

Mike McMennamin: From one one way or another. We are tending to think in terms of core earnings.

Ed Najarian: Okay, thanks.

Operator: Your next question comes from Fred Cummings with McDonald Investments.

Fred Cummings: Yeah, a follow up. Tom, when you talked about you targeted cost savings of $36 million pre tax that struck me as being maybe somewhat conservative as it represents about 4% of your annualized expense base. Is that a conservative number, and - or is there something in your cost structure that suggests there - why would - shouldn't we expect to see more improvement on that front?

Tom Hoaglin: Fred, thanks for the question. I fully expect that you will see more improvement as we go forward. What we did earlier this year was to focus our senior management team around what actions we could take sooner than later to tamper down the expense growth that we were looking at in our budget and our forecast for 2001.

And my marching orders was not - included not interfering with serving customers, growing businesses. We needed to focus expense on the - take out in the near term on areas where it was duplicative or just not necessary. So what we did not do included in this exercise was to probably get after some of the tougher decisions. We didn't do a lot of actions that would have affected significant numbers of employees. What we did was to make sure the actions could be implementable in 2001 with savings captured in 2001. So we moved swiftly.

But we fully understand that that's merely a down payment on our overall effort to control expenses. Going forward we want to make sure that as we grow revenues significantly we do not grow expenses commensurately so that we've got a nice gap between the rate of revenue growth and a rate of expense growth or hopefully non growth as the case may be. So we did what we could easily do quickly so that we could achieve the savings during 2001 but we're by no means suggest that our work is finished on the expense front.

Fred Cummings: Okay. Thanks Tom.

Operator: At this time there are no further questions.

Laurie Counsel: Okay. Operator I think we will conclude our presentation for this afternoon. Again thank you for joining us.

Operator: Okay, this concludes your conference. You may now disconnect.

END

Exhibit 99.3

HUNTINGTON BANCSHARES INCORPORATED
Quarterly Financial Review
June 2001


Table of Contents

Consolidated Financial Highlights............................................      1

Consolidated Balance Sheets..................................................      2

Consolidated Statements of Income............................................      3

Loans and Deposits...........................................................      4

Non-Interest Income and Non-Interest Expense.................................      5

Consolidated Average Balances and Interest Rates (Quarterly).................  6 & 7

Selected Quarterly Income Statement Data.....................................      8

Stock Summary, Key Ratios and Statistics, and Capital Data...................      9

Loan Loss Reserves and Asset Quality.........................................     10

 

Huntington Bancshares Incorporated Consolidated Financial Highlights On an Operating Basis /(1)/
(in thousands, except per share amounts)


                                                              ------------      -----------     ----------
For the Three Months Ended June 30,                               2001              2000         % Change
----------------------------------------------------------    ------------      -----------     ----------
Net Income................................................    $    74,504       $    97,521       (23.6)%
Per Common Share Amounts/(2)/.............................                                           (2)
     Net income
          Basic...........................................    $      0.30       $      0.40       (25.0)
          Diluted.........................................    $      0.30       $      0.40       (25.0)
     Cash dividends declared..............................    $      0.20       $      0.18        11.1
Average Common Shares Outstanding-Diluted /(2)/...........        251,448           245,652         2.4
Key Ratios
Return on:
     Average total assets.................................           1.05%             1.37%      (23.4)
     Average shareholders' equity.........................          12.43%            17.79%      (30.1)
Efficiency ratio..........................................          58.59%            53.90%        8.7
Average equity/average assets.............................           8.48%             7.72%        9.8
Net interest margin.......................................           3.97%             3.72%        6.7

Tangible or "Cash Basis" Ratios /(3)/
Net Income Per Common Share -- Diluted /(2)/..............    $      0.33       $      0.42       (21.4)
Return on:
     Average total assets.................................           1.19%             1.49%      (20.1)
     Average shareholders' equity.........................          13.72%            18.97%      (27.7)

                                                              ------------      -----------     ----------
For the Six Months Ended June 30,                                 2001              2000         % Change
----------------------------------------------------------    ------------      -----------     ----------
Net Income................................................    $   142,370       $   201,694       (29.4)%
Per Common Share Amounts /(2)/
     Net income
          Basic...........................................    $      0.57       $      0.82       (30.5)
          Diluted.........................................    $      0.57       $      0.82       (30.5)
     Cash dividends declared..............................    $      0.40       $      0.36        11.1
Average Common Shares Outstanding-Diluted /(2)/...........        251,479           247,431         1.6
Key Ratios
Return on:
     Average total assets.................................           1.01%             1.41%      (28.4)
     Average shareholders' equity.........................          11.98%            18.39%      (34.9)
Efficiency ratio..........................................          60.23%            53.91%       11.7
Average equity/average assets.............................           8.47%             7.67%       10.4
Net interest margin.......................................           3.95%             3.75%        5.3

Tangible or "Cash Basis" Ratios /(3)/
Net Income Per Common Share -- Diluted /(2)/..............    $      0.63       $      0.87       (27.6)
Return on:
     Average total assets.................................           1.15%             1.53%      (24.8)
     Average shareholders' equity.........................          13.29%            19.57%      (32.1)

/(1)/ Income component excludes the after-tax impact of $72,127 of Restructuring and Other Charges.
/(2)/ Adjusted for stock splits and stock dividends, as applicable. /(3)/ Tangible or "Cash Basis" net income excludes amortization of goodwill.
Related asset amount excluded from total assets and shareholders' equity.

Huntington Bancshares Incorporated Consolidated Balance Sheets
(in thousands of dollars)


                                                                               ------------    ------------    ------------
                                                                                 June 30,      December 31,      June 30,
                                                                                   2001            2000            2000
                                                                               ------------    ------------    ------------
Assets
Cash and due from banks.....................................................   $    908,686    $  1,322,700    $  1,139,025
Interest bearing deposits in banks..........................................          4,893           4,970           4,976
Trading account securities..................................................          4,291           4,723          24,310
Federal funds sold and securities
  purchased under resale agreements.........................................         59,725         133,183         137,203
Loans held for sale.........................................................        376,671         155,104         100,900
Securities available for sale - at fair value...............................      3,190,686       4,090,525       4,357,699
Investment securities - fair value $15,159; $16,414;
  and $17,254, respectively.................................................         14,978          16,336          17,609
Total loans /(1)/...........................................................     21,127,862      20,610,191      20,522,443
  Less allowance for loan losses............................................        352,243         297,880         296,891
                                                                               ------------    ------------    ------------
Net loans...................................................................     20,775,619      20,312,311      20,225,552
                                                                               ------------    ------------    ------------
Bank owned life insurance...................................................        824,062         804,941         784,070
Premises and equipment......................................................        457,749         454,844         439,007
Customers' acceptance liability.............................................         15,335          17,366          13,532
Accrued income and other assets.............................................      1,315,455       1,282,374       1,340,480
                                                                               ------------    ------------    ------------

Total Assets................................................................   $ 27,948,150    $ 28,599,377    $ 28,584,363
                                                                               ============    ============    ============

Liabilities and Shareholders' Equity
Total deposits /(1)/........................................................   $ 18,996,922    $ 19,777,245    $ 19,758,934
Short-term borrowings.......................................................      2,585,773       1,987,759       1,720,611
Bank acceptances outstanding................................................         15,337          17,366          13,532
Medium-term notes...........................................................      1,983,603       2,467,150       2,939,150
Subordinated notes and other long-term debt.................................        890,371         870,976         870,756
Company obligated mandatorily redeemable preferred
  capital securities of subsidiary trusts holding solely
  junior subordinated debentures of the Parent Company......................        300,000         300,000         300,000
Accrued expenses and other liabilities......................................        822,622         812,834         714,726
                                                                               ------------    ------------    ------------
  Total Liabilities.........................................................     25,594,628      26,233,330      26,317,709
                                                                               ------------    ------------    ------------

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;
    257,866,255; and 233,844,820 shares, respectively;
    outstanding 251,056,761; 250,859,470; and
    228,502,954 shares, respectively........................................      2,490,682       2,493,645       2,253,224
  Less 6,809,494; 7,006,765; and 5,341,866
    treasury shares, respectively...........................................       (125,095)       (129,432)       (122,245)
  Accumulated other comprehensive income....................................         (8,388)        (24,520)       (105,987)
  Retained earnings.........................................................         (3,677)         26,354         241,662
                                                                               ------------    ------------    ------------
  Total Shareholders' Equity................................................      2,353,522       2,366,047       2,266,654
                                                                               ------------    ------------    ------------

Total Liabilities and Shareholders' Equity..................................   $ 27,948,150    $ 28,599,377    $ 28,584,363
                                                                               ============    ============    ============

                                                                               ------------    ------------    ------------

(1) See page 4 for detail on total loans and total deposits.

Huntington Bancshares Incorporated Consolidated Statements of Income
(in thousands of dollars, except per share amounts)


                                                    -----------------------------------       -----------------------------------
                                                            Three Months Ended                         Six Months Ended
                                                                 June 30,                                  June 30,
                                                    -----------------------------------       -----------------------------------
On an Operating Basis/(1)/                               2001                 2000                 2001                 2000
--------------------------------------------------  ---------------      --------------       ---------------       -------------
Interest and fee income
   Loans..........................................  $       434,697      $      448,597       $       881,482       $     888,243
   Securities.....................................           55,434              66,891               119,268             140,042
   Other..........................................            8,828               4,008                16,184               6,768
                                                    ---------------      --------------       ---------------       -------------
            Total Interest Income.................          498,959             519,496             1,016,934           1,035,053
                                                    ---------------      --------------       ---------------       -------------
Interest expense
   Deposits.......................................          170,288             192,213               355,369             374,862
   Short-term borrowings..........................           30,039              25,216                63,202              49,980
   Medium-term notes..............................           32,940              48,839                69,603              99,197
   Subordinated notes and other long-term debt....           17,659              20,422                37,603              37,517
                                                    ---------------      --------------       ---------------       -------------
            Total Interest Expense................          250,926             286,690               525,777             561,556
                                                    ---------------      --------------       ---------------       -------------

            Net Interest Income...................          248,033             232,806               491,157             473,497
Provision for loan losses.........................           45,777              15,834                79,241              31,535
                                                    ---------------      --------------       ---------------       -------------
            Net Interest Income
                 After Provision for Loan Losses..          202,256             216,972               411,916             441,962
                                                    ---------------      --------------       ---------------       -------------

Total non-interest income/(2)/....................          133,453             115,664               251,177             241,358
Total non-interest expense/(2)/...................          233,296             198,076               467,386             398,182
                                                    ---------------      --------------       ---------------       -------------

            Income Before Income Taxes............          102,413             134,560               195,707             285,138
Provision for income taxes........................           27,909              37,039                53,337              83,444
                                                    ---------------      --------------       ---------------       -------------

            Net Income............................  $        74,504      $       97,521       $       142,370       $     201,694
                                                    ===============      ==============       ===============       =============

  Per Common Share /(3)/
   Net income
       Basic......................................  $          0.30      $         0.40       $          0.57       $        0.82
       Diluted....................................  $          0.30      $         0.40       $          0.57       $        0.82

   Cash dividends declared........................  $          0.20      $         0.18       $          0.40       $        0.36

  Average Common Shares /(3)/
       Basic......................................      251,024,374         244,834,775           250,983,996         246,404,512
       Diluted....................................      251,447,651         245,651,908           251,479,136         247,431,449

                                                    ---------------      --------------       ---------------       -------------

/(1)/ Excludes the after-tax impact of $72,127 of Restructuring and Other Charges.
/(2)/ See page 5 for detail of non-interest income and non-interest expense.
/(3)/ Adjusted for stock splits and stock dividends, as applicable.

Huntington Bancshares Incorporated

Loans and Deposits
(in thousands of dollars)

Loan Portfolio Composition


                                                           -----------------------  --------------------  ----------------------
                                                                 June 30, 2001        December 31, 2000         June 30, 2000
                                                           -----------------------  --------------------  ----------------------
                                                              Balance         %       Balance       %        Balance       %
                                                           -------------  --------  ------------ -------  -----------   --------
Commercial (unearned income $1,196; $1,538; $1,958).......    6,753,809      32.0   $   6,633,985   32.2  $  6,552,186    31.8
Real Estate
    Construction..........................................    1,335,208       6.3       1,318,899    6.4     1,277,718     6.2
    Commercial............................................    2,304,603      10.9       2,253,477   10.9     2,186,768    10.7
Consumer
    Loans (unearned income $3,521; $4,150; $4,933)........    6,695,233      31.7       6,388,036   31.0     6,230,548    30.4
    Leases (unearned income $520,564; $515,445; $470,868).    3,194,592      15.1       3,069,210   14.9     2,930,547    14.3
    Residential Mortgage..................................      844,417       4.0         946,584    4.6     1,344,676     6.6
                                                           ------------              ------------         ------------

     Total Loans.......................................... $ 21,127,862     100.0    $ 20,610,191  100.0  $ 20,522,443   100.0
                                                           ============              ============         ============

 

Deposit Composition


                                                            -----------------------  --------------------  ----------------------
                                                                  June 30, 2001        December 31, 2000         June 30, 2000
                                                            -----------------------  --------------------  ----------------------
                                                               Balance         %       Balance       %        Balance       %
                                                            -------------  --------  ------------ -------  -----------   --------
Demand deposits
     Non-interest bearing.................................. $  3,258,252      17.2   $  3,480,876   17.6   $ 3,498,325     17.7
     Interest bearing......................................    4,878,355      25.7      4,645,127   23.5     4,373,313     22.1
Savings deposits...........................................    3,640,318      19.2      3,527,796   17.8     3,670,456     18.6
Certificates of deposit
    Less than $100,000.....................................    5,447,117      28.7      5,938,486   30.0     5,847,359     29.6
    $100,000 or more.......................................    1,262,827       6.6      1,520,547    7.7     1,547,303      7.8
                                                            ------------             ------------          -----------
      Total core deposits..................................   18,486,869      97.4     19,112,832   96.6    18,936,756     95.8
                                                            ------------             ------------          -----------
Other domestic time deposits...............................      100,233       0.5        256,106    1.3       416,693      2.1
Foreign time deposits......................................      409,820       2.1        408,307    2.1       405,485      2.1
                                                            ------------             ------------          -----------

       Total Deposits...................................... $ 18,996,922     100.0   $ 19,777,245  100.0   $19,758,934    100.0
                                                            ============             ============          ===========

 

Huntington Bancshares Incorporated Noninterest Income and Noninterest Expense
(in thousands of dollars)

Analysis of Non-Interest Income


                                                    ---------------------     ----------      -----------------------   ---------
                                                      Three Months Ended                           Six Months Ended
                                                           June 30,                                    June 30,
                                                    ---------------------       Percent       -----------------------    Percent
On an Operating Basis/(1)/                             2001         2000        Change           2001         2000       Change
------------------------------------------------    --------       ------     ----------      --------      ---------   ---------
 Service charges on deposit accounts............    $ 40,673     $ 40,097          1.4%        $ 79,580     $ 81,757       (2.7)%
 Brokerage and insurance income.................      19,388       13,945         39.0           38,156       29,229      30. 5
 Mortgage banking...............................      18,733        8,122        130.6           28,764       16,637      72. 9
 Trust services.................................      15,178       13,165         15.3           29,492       26,028      13. 3
 Electronic banking fees........................      12,217       11,250          8.6           23,315       21,099      10. 5
 Bank Owned Life Insurance income...............       9,561        9,486          0.8           19,121       18,672       2. 4
 Other..........................................      14,956       19,485        (23.2)          27,924       23,059      21. 1
                                                    --------     --------                      --------     --------   --------

 Total Non-Interest income before securities
    gains.......................................     130,706      115,550         13.1          246,352      216,481      13. 8
 Securities gains...............................       2,747          114          N.M.           4,825       24,877        N.M.
                                                    --------     --------                      --------     --------   --------

 Total Non-Interest Income......................    $133,453     $115,664         15.4%        $251,177     $241,358        4.1%
                                                    ========     ========                      ========     ========   ========

 

Analysis of Non-Interest Expense


                                                    ---------------------     ----------      ----------------------  ----------
                                                      Three Months Ended                           Six Months Ended
                                                           June 30,                                    June 30,
                                                     --------------------       Percent        ---------------------     Percent
On an Operating Basis/(1)/                             2001         2000         Change          2001          2000       Change
------------------------------------------------     --------    --------     ----------       --------     --------   ----------
 Personnel and related costs....................     $122,068    $104,133         17.2%        $239,730     $206,477       16.1%
 Equipment......................................       19,844      18,863          5.2           39,816       38,275        4.0
 Net occupancy..................................       18,188      18,613         (2.3)          37,968       37,748        0.6
 Outside data processing and other services.....       17,671      15,336         15.2           34,325       30,338       13.1
 Amortization of intangible assets..............       10,435       9,206         13.4           21,011       18,402       14.2
 Marketing......................................        7,852       7,742          1.4           17,791       15,735       13.1
 Telecommunications.............................        7,207       6,472         11.4           14,332       13,221        8.4
 Legal and other professional services..........        6,763       4,815         40.5           11,732        9,315       26.0
 Printing and supplies..........................        4,565       4,956         (7.9)           9,624        9,573        0.5
 Franchise and other taxes......................        2,246       2,635        (14.8)           4,366        5,073      (13.9)
 Other..........................................       16,457       5,305        210.2           36,691       14,025      161.6
                                                    ---------    --------                      --------     --------   --------

 Total Non-Interest Expense.....................     $233,296    $198,076         17.8%        $467,386     $398,182       17.4%
                                                    =========    ========                      ========     ========   ========

/(1)/ Excludes the impact Restructuring and Other Charges.
N.M. - Not Meaningful.

Huntington Bancshares Incorporated
Consolidated Average Balances and Interest Rates (Quarterly Data)


                                                           -------------------------       --------------------------
                                                             Second Quarter 2001               First Quarter 2001
                                                            ------------------------       --------------------------
Fully Tax Equivalent Basis/(1)/                              Average        Yield/            Average         Yield/
(in millions of dollars)                                     Balance         Rate             Balance          Rate
-------------------------------------------------           ---------    -----------       ------------      --------
Assets
Interest bearing deposits in banks...............           $      5       5.27%           $        5         5.05%
Trading account securities.......................                 39       5.15                     48         5.52
Federal funds sold and securities purchased
   under resale agreements.......................                 93       4.21                    164         5.78
Mortgages held for sale..........................                420       6.96                    240         7.19
Securities:
      Taxable....................................              3,368       6.26                  3,606         6.72
      Tax exempt.................................                201       7.26                    248         7.55
                                                            ---------                      ------------
           Total Securities......................              3,569       6.32                  3,854         6.77
                                                            ---------                      ------------
Loans:
     Commercial..................................              6,741       7.44                  6,678         8.19
     Real Estate
          Construction...........................              1,303       7.43                  1,263         8.31
          Commercial.............................              2,294       7.92                  2,324         8.40
     Consumer
           Loans.................................              6,552       8.57                  6,397         8.95
           Leases................................              3,189       6.71                  3,082         6.90
           Residential Mortgage..................                942       7.72                    960         7.91
                                                            ---------                      ------------
           Total Consumer........................             10,683       7.94                 10,439         8.25
                                                            ---------                      ------------
Total Loans......................................             21,021       7.75                 20,704         8.25
                                                            ---------                      ------------
Allowance for loan losses........................                316                               307
                                                            ---------                      ------------
Net loans /(2)/..................................             20,705       8.31                 20,397         8.74
                                                            ---------                      ------------
Total earning assets.............................             25,147       7.98%                25,015         8.39%
                                                            ---------                      ------------
Cash and due from banks..........................                903                               950
All other assets.................................              2,608                             2,579
                                                            ---------                      ------------
Total Assets.....................................           $ 28,342                       $    28,237
                                                            =========                      ============

Liabilities and Shareholders' Equity
Core deposits
     Non-interest bearing deposits...............           $  3,245                       $     3,211
     Interest bearing demand deposits............              4,799       2.87%                 4,597         3.29%
     Savings deposits............................              3,547       3.42                  3,505         3.85
     Certificates of deposit.....................              7,012       5.74                  7,318         6.01
                                                            ---------                      ------------
          Total core deposits....................             18,603       3.55                 18,631         3.89
                                                            ---------                      ------------
Other domestic time deposits.....................                118       5.57                    167         6.37
Foreign time deposits............................                377       4.11                    267         5.45
                                                            ---------                      ------------
     Total deposits..............................             19,098       3.58                 19,065         3.94
                                                            ---------                      ------------
Short-term borrowings............................              2,759       4.37                  2,504         5.37
Medium-term notes................................              2,005       6.59                  2,240         6.64
Subordinated notes and other long-term debt,
   including preferred capital securities........              1,180       5.96                  1,171         6.81
                                                            ---------                      ------------
     Interest bearing liabilities................             21,797       4.62%                 21,769        5.12%
                                                            ---------                      ------------
All other liabilities............................                897                               869
Shareholders' equity.............................              2,403                             2,388
                                                            ---------                      ------------
Total Liabilities and Shareholders' Equity                  $ 28,342                       $    28,237
                                                            =========                      ============
                                                            ---------                      ------------


Net interest rate spread............................                       3.36%                               3.27%
Impact of non-interest bearing funds on margin......                       0.61%                               0.66%
Net Interest Margin.................................                       3.97%                               3.93%

/(1)/ Fully tax equivalent yields are calculated assuming a 35% tax rate.

/(2)/ Net loan rate includes loan fees, whereas individual loan components above are shown exclusive of fees.

 

 

Huntington Bancshares Incorporated
Consolidated Average Balances and Interest Rates (Quarterly Data)


                                                         ---------------------   ---------------------   ---------------------
                                                          Fourth Quarter 2000      Third Quarter 2000     Second Quarter 2000
---------------------------------------------------      ---------------------   ---------------------   ---------------------
Fully Tax Equivalent Basis/(1)/                            Average     Yield/      Average     Yield/      Average     Yield/
(in millions of dollars)                                   Balance      Rate       Balance      Rate       Balance      Rate
---------------------------------------------------      ----------   --------   ----------   --------   ----------   --------
Assets
Interest bearing deposits in banks.................       $      5      5.50%    $       5      6.13%    $       6      5.13%
Trading account securities.........................             17      6.56            11      6.54            18      8.67
Federal funds sold and securities purchased
   under resale agreements.........................             85      6.53           136      6.43           105      6.10
Mortgages held for sale............................            129      7.74            99      8.51            99      8.11
Securities:
      Taxable......................................          4,410      6.31         4,273      6.33         4,067      6.20
      Tax exempt...................................            264      7.53           270      7.57           276      7.63
                                                         ----------              ----------              ----------
           Total Securities........................          4,674      6.38         4,543      6.40         4,343      6.29
                                                         ----------              ----------              ----------
Loans:
     Commercial....................................          6,543      8.65         6,454      8.74         6,439      8.65
     Real Estate
          Construction.............................          1,306      8.87         1,283      8.88         1,254      8.72
          Commercial...............................          2,227      8.64         2,193      8.60         2,172      8.51
     Consumer
           Loans...................................          6,425      8.90         6,392      8.82         6,530      8.38
           Leases..................................          3,049      6.92         2,976      6.79         2,895      6.71
           Residential Mortgage....................            940      7.94         1,325      7.64         1,473      7.62
                                                         ----------              ----------              ----------
           Total Consumer..........................         10,414      8.24        10,693      8.11        10,898      7.83
                                                         ----------              ----------              ----------
Total Loans........................................         20,490      8.45        20,623      8.41        20,763      8.21
                                                         ----------              ----------              ----------
Allowance for loan losses..........................            302                     302                     302
                                                         ----------              ----------              ----------
Net loans /(2)/......................................       20,188      8.96        20,321      8.90        20,461      8.69
                                                         ----------              ----------              ----------
Total earning assets...............................         25,400      8.47%       25,417      8.43%       25,334      8.27%
                                                         ----------              ----------              ----------
Cash and due from banks............................            960                     968                   1,046
All other assets...................................          2,597                   2,615                   2,496
                                                         ----------              ----------              ----------
Total Assets.......................................       $ 28,655               $  28,698               $  28,574
                                                         ----------              ==========              ==========

Liabilities and Shareholders' Equity
Core deposits
     Non-interest bearing deposits.................       $  3,308               $   3,425               $   3,485
     Interest bearing demand deposits..............          4,496      3.62%        4,385      3.47%        4,228      3.32%
     Savings deposits..............................          3,498      4.28         3,528      4.14         3,583      4.21
     Certificates of deposit.......................          7,522      6.07         7,450      5.94         7,247      5.64
                                                         ----------              ----------              ----------
          Total core deposits......................         18,824      4.96        18,788      4.82        18,543      4.65
                                                         ----------              ----------              ----------
Other domestic time deposits.......................            365      6.68           433      6.55           506      6.28
Foreign time deposits..............................            322      6.37           561      6.63           626      6.66
                                                         ----------              ----------              ----------
     Total deposits................................         19,511      5.02        19,782      4.93        19,675      4.78
                                                         ----------              ----------              ----------
Short-term borrowings..............................          2,133      6.00         2,014      6.12         1,761      5.77
Medium-term notes..................................          2,665      6.85         2,592      6.81         3,042      6.46
Subordinated notes and other long-term debt,
   including preferred capital securities..........          1,171      7.42         1,171      7.39         1,148      7.08
                                                         ----------              ----------              ----------
     Interest bearing liabilities..................         22,172      5.46%       22,134      5.39%       22,141      5.21%
                                                         ----------              ----------              ----------
All other liabilities..............................            822                     787                     743
Shareholders' equity...............................          2,353                   2,352                   2,205
                                                         ----------              ----------              ----------
Total Liabilities and Shareholders' Equity.........       $ 28,655               $  28,698               $  28,574
                                                         ==========              ==========              ==========

                                                         ----------              ----------              ----------

Net interest rate spread...........................                     3.01%                   3.04%                   3.06%
Impact of non-interest bearing funds on margin.....                     0.69%                   0.70%                   0.66%
Net Interest Margin................................                     3.70%                   3.74%                   3.72%
---------------------------------------------------                   --------                --------                --------

/(1)/ Fully tax equivalent yields are calculated assuming a 35% tax rate.
/(2)/ Net loan rate includes loan fees, whereas individual loan components above are shown exclusive of fees.

Huntington Bancshares Incorporated Selected Quarterly Income Statement Data
(in thousands of dollars, except per share amounts)


                                                      -------------------   ------------------------------
                                                              2001                       2000
                                                      -------------------   ------------------------------
On an Operating Basis /(1)/                              2 Q        1 Q        4 Q        3 Q        2 Q
----------------------------------------------------  --------   --------   --------   --------   --------
Total Interest Income...............................  $498,959   $517,975   $537,661   $535,791   $519,496
Total Interest Expense..............................   250,926    274,851    304,595    299,922    286,690
                                                      --------   --------   --------   --------   --------
Net Interest Income.................................   248,033    243,124    233,066    235,869    232,806
Provision for loan losses...........................    45,777     33,464     32,548     26,396     15,834
                                                      --------   --------   --------   --------   --------
Net Interest Income After
  Provision for Loan Losses.........................   202,256    209,660    200,518    209,473    216,972
                                                      --------   --------   --------   --------   --------
Service charges on deposit accounts.................    40,673     38,907     39,248     39,722     40,097
Brokerage and insurance income......................    19,388     18,768     17,078     15,564     13,945
Mortgage banking....................................    18,733     10,031     11,976      9,412      8,122
Trust services......................................    15,178     14,314     14,404     13,181     13,165
Electronic banking fees.............................    12,217     11,098     11,546     11,238     11,250
Bank Owned Life Insurance income....................     9,561      9,560     11,086      9,786      9,486
Other...............................................    14,956     12,968     24,366     11,370     19,485
                                                      --------   --------   --------   --------   --------
Total Non-Interest Income before securities
   gains............................................   130,706    115,646    129,704    110,273    115,550
Securities gains....................................     2,747      2,078        845     11,379        114
                                                      --------   --------   --------   --------   --------
Total Non-Interest Income...........................   133,453    117,724    130,549    121,652    115,664
                                                      --------   --------   --------   --------   --------
Personnel and related costs.........................   122,068    117,662    105,810    109,463    104,133
Equipment...........................................    19,844     19,972     20,811     18,983     18,863
Net occupancy.......................................    18,188     19,780     18,614     19,520     18,613
Outside data processing and other services..........    17,671     16,654     16,142     15,531     15,336
Amortization of intangible assets...................    10,435     10,576     10,494     10,311      9,206
Marketing...........................................     7,852      9,939     10,592      8,557      7,742
Telecommunications..................................     7,207      7,125      6,524      6,480      6,472
Legal and other professional services...............     6,763      4,969      6,785      4,719      4,815
Printing and supplies...............................     4,565      5,059      5,212      4,849      4,956
Franchise and other taxes...........................     2,246      2,120      3,163      2,841      2,635
Other...............................................    16,457     20,234     19,703     12,331      5,305
                                                      --------   --------   --------   --------   --------

Total Non-Interest Expense..........................   233,296    234,090    223,850    213,585    198,076
                                                      --------   --------   --------   --------   --------
Income Before Income Taxes..........................   102,413     93,294    107,217    117,540    134,560
Provision for income taxes..........................    27,909     25,428     30,995     34,510     37,039
                                                      --------   --------   --------   --------   --------

Net Income..........................................  $ 74,504   $ 67,866   $ 76,222   $ 83,030   $ 97,521
                                                      ========   ========   ========   ========   ========

Per Common Share /(2)/
 Net income
     Diluted........................................  $   0.30   $   0.27   $   0.30   $   0.33   $   0.40
     Diluted - Cash Basis...........................  $   0.33   $   0.30   $   0.33   $   0.36   $   0.42
 Cash Dividends Declared............................  $   0.20   $   0.20   $   0.20   $   0.20   $   0.18

Fully Tax Equivalent Margin:
Net Interest Income.................................  $248,033   $243,124   $233,066   $235,869   $232,806
Tax Equivalent Adjustment /(3)/.....................     1,616      2,002      2,057      2,022      2,074
                                                      --------   --------   --------   --------   --------
Tax Equivalent Net Interest Income..................  $249,649   $245,126   $235,123   $237,891   $234,880
                                                      ========   ========   ========   ========   ========
                                                      --------   ---------  --------   --------   --------

/(1)/ Excludes the after-tax impact of Restructuring and Other Charges ($72,127 in 2Q 2001 and $32,500 in 3Q 2000).

/(2)/ Adjusted for stock splits and stock dividends, as applicable.

/(3)/ Calculated assuming a 35% tax rate.

Huntington Bancshares Incorporated Stock Summary, Key Ratios and Statistics, and Capital Data

Quarterly Common Stock Summary/(1)/


                                                   -----------------------------     --------------------------------------------
                                                               2001                                      2000
                                                   -----------------------------     --------------------------------------------
                                                        2 Q             1 Q              4 Q             3 Q              2 Q
                                                   -------------    ------------     ------------    ------------      ----------
High...........................................     $   17.00       $  18.000         $ 16.375       $ 18.813          $ 21.307
Low............................................        13.875          12.625           12.516         14.375            14.091
Close..........................................        16.375          14.250           16.188         14.688            14.375
Cash dividends declared........................     $    0.20       $    0.20         $   0.20       $   0.20          $   0.18

                                                   -------------    ------------     ------------    ------------      ----------

Note: Stock price quotations were obtained from NASDAQ.

Key Ratios and Statistics


                                                   -----------------------------     --------------------------------------------
Margin Analysis - As a %                                       2001                                      2000
                                                   -----------------------------     --------------------------------------------
of Average Earning Assets/(2)/                          2 Q             1 Q              4 Q             3 Q              2 QQ
----------------------------------------------     -------------    ------------     ------------    ------------      ----------
Interest Income...............................           7.98%           8.39%            8.47%          8.43%             8.27%
Interest Expense..............................           4.01%           4.46%            4.77%          4.69%             4.55%
                                                   -------------    ------------     ------------    ------------      ----------
     Net Interest Margin......................           3.97%           3.93%            3.70%          3.74%             3.72%
                                                   =============    ============     ============    ============      ==========

Return on/(3)/
----------------------------------------------
Average total assets..........................           1.05%           0.97%            1.06%          1.15%             1.37%
Average total assets - cash basis.............           1.19%           1.11%            1.19%          1.29%             1.49%

Average shareholders' equity..................          12.43%          11.53%           12.89%         14.04%            17.79%
Average shareholders' equity - cash basis.....          13.72%          12.86%           14.20%         15.33%            18.97%

Efficiency Ratio/(3)/.........................          58.59%          61.95%           58.48%         58.38%            53.90%

Effective tax rate/(3)/.......................          27.25%          27.26%           28.91%         29.36%            27.53%

                                                   -------------    ------------     ------------    ------------      ----------

Capital Data


                                                   -----------------------------     --------------------------------------------
                                                               2001                                      2000
                                                   -----------------------------     --------------------------------------------
(in millions of dollars)                                2 Q             1 Q              4 Q             3 Q              2 QQ
----------------------------------------------     -------------    ------------     ------------    ------------      ----------
Total Risk-Adjusted Assets/(4)/...............      $  27,378       $  27,230         $ 26,880       $ 26,370          $ 25,900

Tier 1 Risk-Based Capital Ratio/(4)/..........           7.00%           7.20%            7.19%          7.20%             7.40%
Total Risk-Based Capital Ratio/(4)/...........          10.19%          10.33%           10.46%         10.64%            10.90%
Tier 1 Leverage Ratio/(4)/....................           6.94%           7.13%            6.93%          6.80%             6.89%

Tangible Equity/Asset Ratio...................           5.97%           6.01%            5.87%          5.73%             5.78%

                                                   -------------    ------------     ------------    ------------      ----------

/(1)/ Adjusted for stock splits and stock dividends, as applicable.
/(2)/ Presented on a fully tax equivalent basis assuming a 35% tax rate.
/(3)/ Income component excludes the impact of Restructuring and Other Charges.
/(4)/ Estimated.

Huntington Bancshares Incorporated Loan Loss Reserves and Asset Quality
(in thousands of dollars)

Loan Loss Experience



                                                               ------------------------------    ----------------------------------
                                                                       Three Months Ended            Six Months Ended
                                                                            June 30,                      June 30,
                                                               ------------------------------    ----------------------------------
                                                                  2001/(1)/        2000           2001/(1)/               2000
                                                               --------------   -------------    -------------        -------------

Allowance for loan losses, beginning of period..............   $      301,777   $     296,743    $     297,880        $     299,309
Allowance acquired..........................................              ---           7,900              ---                7,900
Loan losses.................................................          (75,472)        (22,810)        (111,121)             (48,417)
Recoveries of loans previously charged off..................           10,007           7,280           17,563               14,620
Allowance of securitized loans..............................           (1,564)         (8,056)          (3,038)              (8,056)
Provision for loan losses...................................          117,495          15,834          150,959               31,535
                                                               --------------   -------------    -------------        -------------

Allowance for loan losses end of period.....................   $      352,243   $     296,891    $     352,243        $     296,891
                                                               ==============   =============    =============        =============


As a % of average total loans
  Net loan losses--annualized...............................             1.25%           0.30%            0.90%                0.33%
  Net loan losses--annualized excluding special charges.....             0.73%           0.30%            0.64%                0.33%
Allowance for loan losses as a % of total loans.............             1.67%           1.45%            1.67%                1.45%
Net loan loss coverage /(2)/................................             2.26x           9.68x            2.94x                9.37x

                                                               --------------   -------------    -------------        -------------

/(1)/ Including restructuring and other charges unless otherwise indicated.

/(2)/ Income before taxes (excluding restructuring and other charges) and the provision for loan losses to net loan losses.

Non-Performing Assets and Past Due Loans


                                               ------------------------------   ----------------------------------------------------
                                                             2001                                        2000
                                               ------------------------------   ----------------------------------------------------
                                                    2 Q                 1 Q            4 Q              3 Q               2 Q
                                               -------------   --------------   -------------    -------------     -------------
Non-accrual loans:
Commercial...................................  $     116,044   $       62,716   $      55,804    $      44,918     $      45,138
Real Estate
   Construction..............................          4,572            6,735           8,687            7,973             8,736
   Commercial................................         22,298           28,158          18,015           13,722            12,714
   Residential...............................         11,868           11,949          10,174            8,588            11,548
                                               -------------   --------------   -------------    -------------     -------------
Total Nonaccrual Loans.......................        154,782          109,558          92,680           75,201            78,136
Renegotiated loans...........................          1,290            1,297           1,304            1,311             1,317
                                               -------------   --------------   -------------    -------------     -------------

Total Non-Performing Loans...................        156,072          110,855          93,984           76,512            79,453
Other real estate, net.......................          9,913           14,031          11,413           11,982            15,670
                                               -------------   --------------   -------------    -------------     -------------

Total Non-Performing Assets..................  $     165,985   $      124,886   $     105,397    $      88,494     $      95,123
                                               =============   ==============   =============    =============     =============

Non-performing loans as a
   % of total loans..........................           0.74%            0.53%           0.46%            0.38%             0.39%
Non-performing assets as a
   % of total loans and other real estate....           0.79%            0.60%           0.51%            0.44%             0.46%
Allowance for loan losses as a % of
   non-performing loans......................         225.69%          272.23%         316.95%          385.15%           373.67%
Allowance for loan losses and other real
   estate as a % of non-performing assets....         211.20%          239.42%         279.16%          326.77%           306.89%

Accruing loans past due 90 days or more......  $      67,077   $      102,658   $      80,306    $      80,290     $      62,775
                                               =============   ==============   =============    =============     =============

                                               -------------   --------------   -------------    -------------     -------------

 

Huntington Bancshares Incorporated

[LOGO]

Second Quarter 2001

Earnings Review
July 17, 2001
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 FORWARD LOOKING STATEMENT DISCLOSURE

Today's conference call and discussion, including related questions and answers, may contain forward-looking statements, including certain plans, expectations, goals, and projections which are subject to numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including:

. Changes in economic conditions

. Movements in interest rates

. Competitive pressures on product pricing and services

. Success and timing of business strategies

. The successful integration of acquired businesses

. The nature, extent and timing of governmental actions and reforms

. Extended disruption of vital infrastructure

All forward-looking statements included in this conference call and discussion, included related questions and answers, are based on information available at the time of the call. Huntington assumes no obligation to update any forward- looking statement.

[LOGO]

Today's speakers [LOGO]


Tom Hoaglin

President and Chief Executive Officer

Mike McMennamin

Vice Chairman and Chief Financial Officer

Second Quarter 2001 Operating Earnings [LOGO]

($ In Millions)

                          Reported        Charges        Operating
Net Interest Income       $  248.0                       $   248.0

Provision                   (117.5)       $ (71.7)           (45.8)

Non-Interest Income          130.7                           130.7

Security Gains                (2.5)          (5.3)             2.7

Non-Interest Expense        (267.3)         (34.0)          (233.3)
                          --------        -------        ---------
Pre-Tax Income            $   (8.6)       $(110.0)       $   102.4)
                          --------        -------        ---------
Net Income                $    2.4        $ (72.1)       $    74.5
                          --------        =======        ---------
EPS                       $   0.O1                       $    0.30
                          ========                       =========

Estimated Restructuring and other Charges                               [LOGO]
================================================================================

                                        -------------            Timing
                                                         ---------------------
($ in millions)                            Total            2Q          3Q-4Q
                                           -------       --------      -------
Restructuring                              $  64                        $  64
     Branches/ATMs/ops
     Florida retention/transition
     Corporate overhead
     Facilities
     e-Commerce

Impairment                                    45            37              8

     I/O strip
     PG&E
     Auto residuals
     Other

Credit                                        72            72             --
     120 day delinquencies
     Sub-prime auto
     Truck & equipment

Other reserves                                34             2             32
                                           -------       ---------     -------
Total pre-tax charge                       $ 215          $111           $104
                                        -------------

Earnings Per Share [LOGO]
================================================================================

GAAP                                    2Q01          1Q01         2Q00
                                       -----         -----        -----
       Operating (1)                   $0.30         $0.27        $0.40

       Core                            $0.28         $0.28        $0.37

Non-Core Items                          2Q01          1Q01         2Q00
                                       -----         -----        -----
    Better (Worse)

   Mortgage Loan Sale                  $ 2.0

   Security Gain (Loss)                  2.7         $(2.1)/(2)/

   Branch Sale Gain                      1.2
                                                                  $ 9.8
Accrual Adjustments                    -----         -----        -----
TOTAL                                  $ 5.9         $(2.1)       $ 9.8

(1) Excluding after-tax impact of $72.1MM of restructuring and other charges

(2) Includes PG&E Loss of $4.2MM

Cash Basis Performance/1/                                              [LOGO]
-------------------------------------------------------------------------------

                 2Q01/2/      1Q01       2Q01
                 ----         ----       ----

EPS             $ 0.33       $ 0.30    $ 0.42

ROA               1.19%        1.11%     1.49%

ROE              13.72%       12.86%    18.97%

(1) Cash basis ratios are based on operating earnings excluding goodwill amortization of $7.1 million (2Q01), $7.2 million (1Q01), and $5.9 million (2Q00), net of tax

(2) Income component excludes after-tax impact of $72.1MM of restructuring and other charges

Key Performance Indicators [LOGO]

                              2Q01/1/        1Q01          2Q00
                              ----           ----          ----
EPS                         $ 0.30         $ 0.27         $ 0.40
ROA                           1.05%          0.97%          1.37%
ROE                          12.43%         11.53%         17.79%
Efficiency Ratio             58.59%         61.95%         53.90%
NIM%                          3.97%          3.93%          3.72%
Tangible Equity/Assets/2/     5.97%          6.01%          5.78%

(1) Income component excludes after-tax impact of $72.1MM of restructuring and other charges
(2) Period end

Second Quarter Overview/1/ [LOGO]

vs. 1Q01

* NIM - 3.93% - 3.97%

* 5% managed loan growth

* Efficiency ratio of 62.0% - 58.6%

* Expenses down $0.8MM

* Revenue up $20MM

* Net charge offs - 0.55% - 0.73%

* NPAs - 0.60% - 0.79%

(1) Excludes after-tax impact of $72.1MM restructuring and other charges

Income Statement [LOGO]

($ In Millions)

                                       2Q01 /1/        1Q01         2Q00
                                    -------         -------      -------

Net Interest Income                 $ 248.0         $ 243.1      $ 232.8

Provision                             (45.8)          (33.5)       (15.8)

Non-Interest Income                   130.7           115.6        115.6

Security Gains                          2.7             2.1          0.1

Non-Interest Expense                 (233.3)         (234.1)      (198.1)
                                    -------         -------      -------
Pre-Tax Income                      $ 102.4         $  93.0      $ 134.6
                                    -------         -------      -------
Net Income                          $  74.5         $  67.9      $  97.5
                                    =======         =======      =======

(1) Excludes after-tax impact of $72.1MM of restructuring and other charges

Managed Loan Growth [LOGO]

Average Balance ($ Billions)

                                                 Annualized Growth
                                        2Q01 vs.      1Q01 vs.     2001 vs.
                                2Q01      1Q01          4Q00         2Q00
                              ------    ------        ------       ------
Commercial                    $  6.7B        4%            9%           2%

Commercial Real Estate           3.6         1             6            4
                              -------   ------        ------       ------

   Total Commercial/CRE         10.3         3%            8%           3%

Auto Loan/Lease                  7.1         6           ---           10

Consumer                         4.0         8             8           12

Residential Real Estate          0.9       ---            20            9
                              -------   ------        ------       ------
   Total Consumer             $ 12.0         6%            5%          11%
                              -------   ------        ------       ------
Managed Loans                 $ 22.3B        5%            6%           7%
                              =======

Note: Growth percentages normalized for acquisitions, portfolio sales and securitizations.

Non-Interest Income                                                 [LOGO]
   ($ In Millions)

                                                 Better or (Worse) vs.
                                                 ---------------------
                                     2Q01     1Q01($)  1Q01(%)/1/  2Q00(%)
                                     ----     -------  ----------  ------
Service Charges                     $ 40.7    $   1.8       5%          1%

Brokerage/Insurance                   19.4         .6       3          39

Trust Income                          15.2         .9       6          15

Electronic Banking                    12.2        1.1      10           9

Mortgage Banking                      18.7        8.7      87         131

Other                                 24.5        2.0       9         (15)
                                    ------    -------  ----------  ------
 Total Non-Interest Income /2/      $130.7    $  15.1      13%         13%
                                    ======    =======

(1) Linked quarter percentage growth is not annualized

(2) Excludes security gains

Non-Interest Expense                                            [LOGO]
==============================================================================
    $ In Millions

                                               Better or (Worse) vs.
                                               ---------------------

                                       2Q01   1Q01 ($)   1Q01 (%)/1/  2Q00 (%)
                                       ----   --------   -----------  --------
Personnel & Related Costs            $122.1     $(4.4)      (4)%        (17)%

Occupancy & Equipment                  38.0       1.7        4           (1)

Outside Services                       17.7      (1.0)      (6)         (15)

Amortization of Intangibles            10.4       0.1        1          (13)

Marketing                               7.9       2.1       21           (1)

Other                                  37.2       2.3        6          (54)
                                     ------     -----     ----          ----
Non-Interest Expense                 $233.3     $ 0.8      --- %        (18)%
                                     ======     =====

(1) Linked quarter percentage growth is not annualized

[GRAPH APPEARS HERE]

NPAs/Total Loans + Oreo                          [LOGO]


                 Percent
                --------------------------------------------------------------
                 1Q99   2Q99  3Q99  4Q99  1Q00  2Q00  3Q00  4Q00  1Q01  2Q01
--------------- ------ ------ ----- ----- ----- ----- ----- ----- ----- ------
*  Huntington    0.48   0.46  0.47  0.47  0.45  0.46  0.44   0.51  0.6   0.79
--------------- ------ ------ ----- ----- ----- ----- ----- ----- ----- ------


[] Peer Average 0.55 0.52 0.54 0.55 0.55 0.59 0.61 0.68 0.83

Peer Group: ASO, BBT, CMA, FITB, FSR, KEY, NCC, OK, RGBK, USB

[GRAPH APPEARS HERE]

NCO / Average Loans/1/ [LOGO]

Percent

          ----------------------------------------------------------------------
          1Q99    2Q99   3Q99   4Q99   1Q00   2Q00   3Q00   4Q00   1Q01   2Q01
--------------------------------------------------------------------------------
*         0.51    0.38   0.39   0.32   0.35   0.3    0.46   0.5     0.55   0.73
--------------------------------------------------------------------------------


[_] 0.4 0.4 0.39 0.47 0.42 0.37 0.45 0.49 0.59

* Huntington [_] Peer Average

Peer Group: ASO, BBT, CMA, FITB, FSR, KEY, NCC, OK, RGBK, USB
(1) Excludes impact of restructuring and other charges

Net Charge-Offs Summary                                                   [LOGO]
================================================================================


                                        2Q01/1/        1Q01      2Q00
                                        -------        ----      ----

Commercial                               0.67%         0.41%     0.15%

Commercial R/E                           0.18          0.15      0.03

Consumer                                 0.95          0.78      0.47
                                        -----          ----      ----

     Total                               0.73%         0.55%     0.30%

(1) Excludes impact of restructuring and other charges

  Consumer Charge-Offs                                                [LOGO]
--------------------------------------------------------------------------------

                         2Q01/1/        1Q01      2Q00
                         -------        ----      ----
  Indirect                1.50%         1.43%     0.74%
  Vehicle Lease           1.37          0.89      0.57
                         -------        ----      ----
     Subtotal             1.43          1.13      0.66
  Installment             0.63          0.61      0.46
  Home Equity Lines       0.31          0.34      0.25
  Residential R/E         0.10          0.03      0.03
                         -------        ----      ----
     TOTAL                0.95%         0.78%     0.47%

(1) Excludes impact of restructuring and other charges

Credit Quality                                                            [LOGO]
================================================================================


                                    2Q01             1Q01           2Q00
                                    ----             ----           ----
NPAs/Total Loans + OREO             0.79%            0.60%          0.46%
90+ Days Past Due                   0.32             0.49           0.31
    Consumer                        0.48             0.69           0.46
    Com/CRE                         0.15             0.29           0.15
Reserve/Total Loans                 1.67             1.45           1.45
Reserve/NPAs                      211.20%          239.42%        306.89%

 

Allowance for Loan Losses [LOGO]

($ in millions)

                                 2Q01         Special        2Q01
                               operating      charge       reported
                               ---------      ------       --------

 Balance at March 31, 2001      $301.8        $   --        $301.8
    Net charge-offs              (38.1)        (27.4)        (65.5)
    Provision                     45.8          71.7         117.5
    Other                         (1.6)           --          (1.6)
                                ------        ------        ------
 Balance at June 30, 2001       $307.9        $ 44.3        $352.2


Annualized loan losses             .73%                       1.25%


ALL as % of total loans           1.45%                       1.67%

Earnings Projection - 2002
  2002 Earnings Projection   [LOGO]
=================================================================

                                                   EPS
                                                   ---

   2001 EPS estimate                          $1.15 - $1.17

         Growth                                0.12 -  0.13

         Restructure charge/branch consol.     0.04 -  0.06

         Florida market disposition            0.02 -  0.06

         Accounting change - goodwill          0.11 -  0.11
                                               ------------

   2002 EPS estimate                          $1.44 - $1.53



Goodwill and CDI Amortization                                       [LOGO]
================================================================================
($ in millions)
                              Projected Balances at December 2001
                              -----------------------------------

Assets                           HBI     Florida       HBI ex-Florida
------                           ---     -------       --------------

Goodwill                       $ 663     $ 472           $ 191

Core deposit intangible           54        54             ---
                               -----     -----           -----
                               $ 717     $ 526           $ 191


Amortization Per Share/1/
-------------------------

Goodwill                       $0.11     $ .07           $ .04

Core deposit intangible          .02       .02             ---
                               -----     -----           -----
                               $0.13     $ .09           $ .04

(1) Prior to pending change in accounting for goodwill - Assumes 251.5 million shares outstanding

Excess Capital - Florida Sale                                       [LOGO]
----------------------------------------------------------------------------
($ in millions)

     Capital Generated/Released

      . Intangibles                                                  $ 526

      . Sale of $2,600MM assets (@6.50%)                               170
                                                                    --------

      . After tax gain (deposit premium * than book value)               ?
                                                                    --------
      . Total Capital Available                                        696 + ?

Capital Required

      . After-tax charge                                    (140)

      . Replenish capital to 6.50%                           (18)     (158)
                                                           -------  --------
Net capital available for stock repurchase                           $ 538 + ?

* Denotes greater than

2002 Earnings Projection                             [LOGO]

  Florida Market Disposition Components
  -------------------------------------

.  Florida earnings give up/1/                  =

     (Cash earnings - CDI amortization)

.  Stock repurchase of $300 - $400MM            +

.  Earnings on excess funding                   +
                                            ---------
                                           $.02 - .06

(1) Excludes benefit from elimination of goodwill amortization ($0.07 in 2002)

[LOGO OF HUNTINGTON BANCSHARES APPEARS HERE]