Exhibit
99.1
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control  Integrated Framework
  
     131




---



##### 



Consolidated
    Balance Sheets
  December 31,2009


2008(In thousands, except number of shares)ASSETSCash and due from banks

$
1,521,344


$
806,693Federal funds sold and securities purchased under resale
    agreements






37,975Interest bearing deposits in banks


319,375



292,561Trading account securities


83,657



88,677Loans held for sale


461,647



390,438Investment securities


8,587,914



4,384,457Loans and leases:Commercial and industrial loans and leases


12,888,100



13,540,841Commercial real estate loans


7,688,827



10,098,210Automobile loans


3,144,329



3,900,893Automobile leases


246,265



563,417Home equity loans


7,562,060



7,556,428Residential mortgage loans


4,510,347



4,761,384Other consumer loans


750,735



670,992Loans and leases


36,790,663



41,092,165Allowance for loan and lease losses


(1,482,479
)


(900,227
)Net loans and leases


35,308,184



40,191,938Bank owned life insurance


1,412,333



1,364,466Premises and equipment


496,021



519,500Goodwill


444,268



3,054,985Other intangible assets


289,098



356,703Accrued income and other assets


2,630,824



2,864,466Total assets

$
51,554,665


$
54,352,859LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesDeposits in domestic officesDemand deposits  non-interest bearing

$
6,907,238


$
5,477,439Interest bearing


33,229,726



31,732,842Deposits in foreign offices


356,963



733,005Deposits


40,493,927



37,943,286Short-term borrowings


876,241



1,309,157Federal Home Loan Bank advances


168,977



2,588,976Other long-term debt


2,369,491



2,331,632Subordinated notes


1,264,202



1,950,097Accrued expenses and other liabilities


1,045,825



1,000,805Total liabilities


46,218,663



47,123,953Shareholders equityPreferred stock  authorized 6,617,808 shares;5.00% Series B Non-voting, Cumulative Preferred Stock, par
    value of $0.01 and liquidation value per share of $1,000


1,325,008



1,308,6678.50% Series A Non-cumulative Perpetual Convertible
    Preferred Stock, par value of $0.01 and liquidation value per
    share of $1,000


362,507



569,000Common stock Par value of $0.01 and authorized 1,000,000,000 shares


7,167



3,670Capital surplus


6,731,796



5,322,428Less treasury shares, at cost


(11,465
)


(15,530
)Accumulated other comprehensive loss


(156,985
)


(326,693
)Retained (deficit) earnings


(2,922,026
)


367,364Total shareholders equity


5,336,002



7,228,906Total liabilities and shareholders equity

$
51,554,665


$
54,352,859Common shares issued


716,741,249



366,972,250Common shares outstanding


715,761,672



366,057,669Treasury shares outstanding


979,577



914,581Preferred shares issued


1,967,071



1,967,071Preferred shares outstanding


1,760,578



1,967,071    132




---



##### 



Consolidated
    Statements of Income
  Year Ended December 31,2009


2008


2007(In thousands, except per share amounts)Interest and fee incomeLoans and leasesTaxable

$
1,933,639


$
2,447,362


$
2,388,799Tax-exempt


10,630



2,748



5,213Investment securitiesTaxable


249,968



217,882



221,877Tax-exempt


8,824



29,869



26,920Other


35,081



100,461



100,154Total interest income


2,238,142



2,798,322



2,742,963Interest expenseDeposits


674,101



931,679



1,026,388Short-term borrowings


2,366



42,261



92,810Federal Home Loan Bank advances


12,882



107,848



102,646Subordinated notes and other long-term debt


124,506



184,843



219,607Total interest expense


813,855



1,266,631



1,441,451Net interest income


1,424,287



1,531,691



1,301,512Provision for credit losses


2,074,671



1,057,463



643,628Net interest income after provision for credit losses


(650,384
)


474,228



657,884Service charges on deposit accounts


302,799



308,053



254,193Brokerage and insurance income


138,169



137,796



92,375Mortgage banking income


112,298



8,994



29,804Trust services


103,639



125,980



121,418Electronic banking


100,151



90,267



71,067Bank owned life insurance income


54,872



54,776



49,855Automobile operating lease income


51,810



39,851



7,810Net (losses) gains on sales of investment securities


48,815



(197,370
)


(29,738
)Impairment losses on investment securities:Impairment losses on investment securities


(183,472
)






Noncredit-related losses on securities not expected to be sold
    (recognized in other comprehensive income)


124,408







Net impairment losses on investment securities


(59,064
)






Other income


152,155



138,791



79,819Total non-interest income


1,005,644



707,138



676,603Personnel costs


700,482



783,546



686,828Outside data processing and other services


148,095



130,226



129,226Deposit and other insurance expense


113,830



22,437



13,785Net occupancy


105,273



108,428



99,373OREO and foreclosure expense


93,899



33,455



15,185Equipment


83,117



93,965



81,482Professional services


76,366



49,613



37,390Amortization of intangibles


68,307



76,894



45,151Automobile operating lease expense


43,360



31,282



5,161Marketing


33,049



32,664



46,043Telecommunications


23,979



25,008



24,502Printing and supplies


15,480



18,870



18,251Goodwill impairment


2,606,944







Gain on early extinguishment of debt


(147,442
)


(23,542
)


(8,058
)Other expense


68,704



94,528



117,525Total non-interest expense


4,033,443



1,477,374



1,311,844(Loss) income before income taxes


(3,678,183
)


(296,008
)


22,643Benefit for income taxes


(584,004
)


(182,202
)


(52,526
)Net (loss) income

$
(3,094,179
)

$
(113,806
)

$
75,169Dividends on preferred shares


174,756



46,400



Net (loss) income applicable to common shares

$
(3,268,935
)

$
(160,206
)

$
75,169Average common shares  basic


532,802



366,155



300,908Average common shares  diluted


532,802



366,155



303,455Per common shareNet (loss) income  basic

$
(6.14
)

$
(0.44
)

$
0.25Net (loss) income  diluted


(6.14
)


(0.44
)


0.25Cash dividends declared


0.0400



0.6625



1.0600    133




---



##### 



Consolidated
    Statements of Changes in Shareholders Equity
  AccumulatedPreferred Stock

















Other


RetainedSeries B


Series A


Common Stock


Capital


Treasury Stock


Comprehensive


EarningsShares


Amount


Shares


Amount


Shares


Amount


Surplus


Shares


Amount


Loss


(Deficit)


Total(In thousands)Year Ended December 31, 2009Balance, beginning of year


1,398


$
1,308,667



569


$
569,000



366,972


$
3,670


$
5,322,428



(915
)

$
(15,530
)

$
(326,693
)

$
367,364


$
7,228,906Comprehensive Income:Net loss










































(3,094,179
)


(3,094,179
)Cumulative effect of change in accounting principle for
    other-than-temporarily impaired debt securities, net of tax of
    $1,907






































(3,541
)


3,541



Non-credit-related impairment losses on debt securities not
    expected to be sold, net of tax of ($43,543)






































(80,865
)






(80,865
)Unrealized net gains on investment securities arising during the
    period, net of reclassification for net realized gains, net of
    tax of ($102,268)






































188,780







188,780Unrealized gains on cash flow hedging derivatives, net of tax of
    ($7,661)






































14,227







14,227Change in accumulated unrealized losses for pension and other
    post-retirement obligations, net of tax of $27,519






































51,107







51,107Total comprehensive loss














































(2,920,930
)Issuance of common stock


















308,226



3,081



1,142,670



















1,145,751Conversion of Preferred Series A stock










(206
)


(206,493
)


41,072



411



262,117















(56,035
)


Amortization of discount






16,041



































(16,041
)


Cash dividends declared:Common ($0.04 per share)










































(22,020
)


(22,020
)Preferred Series B ($50.00 per share)










































(69,904
)


(69,904
)Preferred Series A ($85.00 per share)










































(32,776
)


(32,776
)Recognition of the fair value of share-based compensation


























8,547



















8,547Other share-based compensation activity


















471



5



635















(838
)


(198
)Other






300



















(4,601
)


(65
)


4,065







(1,138
)


(1,374
)Balance, end of year


1,398


$
1,325,008



363


$
362,507



716,741


$
7,167


$
6,731,796



(980
)

$
(11,465
)

$
(156,985
)

$
(2,922,026
)

$
5,336,002    134




---



##### 



Consolidated
    Statements of Changes in Shareholders Equity
  AccumulatedPreferred Stock

















OtherSeries B


Series A


Common Stock


Capital


Treasury Stock


Comprehensive


RetainedShares


Amount


Shares


Amount


Shares


Amount


Surplus


Shares


Amount


Loss


Earnings


Total(In thousands)Year Ended December 31, 2008Balance, beginning of year





$







$




367,002


$
3,670


$
5,237,783



(740
)

$
(14,391
)

$
(49,611
)

$
773,639


$
5,951,090Cumulative effect of change in accounting principle for fair
    value of assets and liabilities, net of tax of ($803)










































1,491



1,491Cumulative effect of changing measurement date provisions for
    pension and post-retirement assets and obligations, net of tax
    of $4,324






































(3,834
)


(4,654
)


(8,488
)Balance, beginning of year  as adjusted


















367,002



3,670



5,237,783



(740
)


(14,391
)


(53,445
)


770,476



5,944,093Comprehensive Loss:Net (loss) income










































(113,806
)


(113,806
)Unrealized net losses on investment securities arising during
    the period, net of reclassification for net realized gains, net
    of tax of $108,131






































(197,745
)






(197,745
)Unrealized gains on cash flow hedging derivatives, net of tax of
    ($21,584)






































40,085







40,085Change in accumulated unrealized losses for pension and other
    post-retirement obligations, net of tax of $62,240






































(115,588
)






(115,588
)Total comprehensive loss














































(387,054
)Issuance of Preferred Class B Stock


1,398



1,306,726







































1,306,726Issuance of Preferred Class A Stock










569



569,000











(18,866
)


















550,134Issuance of warrants convertible to common stock


























90,765



















90,765Amortization of discount






1,941



































(1,941
)


Cash dividends declared:Common ($0.6625 per share)










































(242,522
)


(242,522
)Preferred Class B ($6.528 per share)










































(9,126
)


(9,126
)Preferred Series A ($62.097 per share)










































(35,333
)


(35,333
)Recognition of the fair value of share-based compensation


























14,091



















14,091Other share-based compensation activity


















(30
)






(874
)














(199
)


(1,073
)Other


























(471
)


(175
)


(1,139
)






(185
)


(1,795
)Balance, end of year


1,398


$
1,308,667



569


$
569,000



366,972


$
3,670


$
5,322,428



(915
)

$
(15,530
)

$
(326,693
)

$
367,364


$
7,228,906    135




---



##### 



Consolidated
    Statements of Changes in Shareholders Equity
  AccumulatedPreferred Stock

















OtherSeries B


Series A


Common Stock


Capital


Treasury Stock


Comprehensive


RetainedShares


Amount


Shares


Amount


Shares


Amount


Surplus


Shares


Amount


Loss


Earnings


Total(In thousands)Year Ended December 31, 2007Balance, beginning of year





$







$




236,064


$
2,064,764


$




(590
)

$
(11,141
)

$
(55,066
)


1,015,769


$
3,014,326Cumulative effect of change in accounting principle for
    noncontrolling interests










































1,706Balance, beginning of year  as adjusted


















236,064



2,064,764







(590
)


(11,141
)


(55,066
)


1,017,475



3,016,032Comprehensive Loss:Net income










































75,169



75,169Unrealized net losses on investment securities arising during
    the period, net of reclassification for net realized losses, net
    of tax of $13,245






































(24,265
)






(24,265
)Unrealized losses on cash flow hedging derivatives, net of tax
    of $6,707






































(12,455
)






(12,455
)Change in accumulated unrealized losses for pension and other
    post-retirement obligations, net of tax of ($22,710)






































42,175







42,175Total comprehensive income














































80,624Assignment of $0.01 par value per share for each share of
    Common Stock






















(2,062,403
)


2,062,403



















Cash dividends declared ($1.06 per share)










































(319,249
)


(319,249
)Shares issued pursuant to acquisition


















129,827



1,298



3,135,239



















3,136,537Recognition of the fair value of share-based compensation


























21,836



















21,836Other share-based compensation activity


















1,111



11



15,943



















15,954Other


























2,362



(150
)


(3,250
)






244



(644
)Balance, end of year





$







$




367,002


$
3,670


$
5,237,783



(740
)

$
(14,391
)

$
(49,611
)

$
773,639


$
5,951,090    136




---



##### 



Consolidated
    Statements of Cash Flows
  Year Ended December 31,2009


2008


2007(In thousands)Operating activitiesNet (loss) income

$
(3,094,179
)

$
(113,806
)

$
75,169Adjustments to reconcile net (loss) income to net cash provided
    by (used for) operating activities:Impairment of goodwill


2,606,944







Provision for credit losses


2,074,671



1,057,463



643,628Losses on investment securities


10,249



197,370



29,738Depreciation and amortization


228,041



244,860



127,261Change in current and deferred income taxes


(471,592
)


(251,827
)


(157,169
)Net sales (purchases) of trading account securities


856,112



92,976



(996,689
)Originations of loans held for sale


(4,786,043
)


(3,063,375
)


(2,815,854
)Principal payments on and proceeds from loans held for sale


4,667,792



3,096,129



2,693,132Gain on early extinguishment of debt


(147,442
)


(23,541
)


(8,058
)Other, net


21,709



1,080



66,063Net cash provided by (used for) operating activities


1,966,262



1,237,329



(342,779
)Investing activitiesIncrease in interest bearing deposits in banks


(319,989
)


(228,554
)


(188,971
)Net cash paid in acquisitions










(80,060
)Proceeds from:Maturities and calls of investment securities


1,004,293



386,232



405,482Sales of investment securities


3,585,644



555,719



1,528,480Purchases of investment securities


(8,386,223
)


(1,338,274
)


(1,317,630
)Net proceeds from sales of loans


949,398



471,362



108,588Net loan and lease activity, excluding sales


1,544,524



(2,358,653
)


(1,746,814
)Purchases of operating lease assets


(119
)


(226,378
)


(76,940
)Proceeds from sale of operating lease assets


11,216



25,091



27,591Purchases of premises and equipment


(49,223
)


(59,945
)


(109,450
)Proceeds from sales of other real estate


60,499



54,520



35,883Other, net


4,619



19,172



8,471Net cash used for investing activities


(1,595,361
)


(2,699,708
)


(1,405,370
)Financing activitiesIncrease (decrease) in deposits


2,559,633



195,142



(165,625
)Decrease in short-term borrowings


(277,215
)


(1,316,155
)


1,464,542Proceeds from issuance of subordinated notes










250,010Maturity/redemption of subordinated notes


(484,966
)


(76,659
)


(46,660
)Proceeds from Federal Home Loan Bank advances


207,394



1,865,294



2,853,120Maturity/redemption of Federal Home Loan Bank advances


(2,627,786
)


(2,360,368
)


(1,492,899
)Proceeds from issuance of long-term debt


598,200



887,111



Maturity/redemption of long-term debt


(642,644
)


(540,266
)


(353,079
)Dividends paid on preferred stock


(107,262
)


(23,242
)


Dividends paid on common stock


(55,026
)


(279,608
)


(289,758
)Net proceeds from issuance of preferred stock






1,947,625



Net proceeds from issuance of common stock


1,135,645







Other, net


(198
)


(1,073
)


16,997Net cash provided by financing activities


305,775



297,801



2,236,648Increase (decrease) in cash and cash equivalents


676,676



(1,164,578
)


488,499Cash and cash equivalents at beginning of year


844,668



2,009,246



1,520,747Cash and cash equivalents at end of year

$
1,521,344


$
844,668


$
2,009,246Supplemental disclosures:Income taxes (refunded) paid

$
(112,412
)

$
69,625


$
104,645Interest paid


869,503



1,282,877



1,434,007Non-cash activitiesCommon stock dividends accrued, paid in subsequent quarter


6,670



39,675



76,762Preferred stock dividends accrued, paid in subsequent quarter


16,635



21,218



Common stock and stock options issued for purchase acquisitions










3,136,537    137




---



##### 



1.
    SIGNIFICANT
    ACCOUNTING POLICIES  Nature of Operations
  Basis of Presentation
      Securities
 138




---



##### 



other-than-temporary
  other-than-temporary other-than-temporary
      Loans and Leases 
     139




---



##### 



(See Note 5
    for further information.)
      Sold Loans and Leases
   140




---



##### 



Allowance for Credit Losses
          
    Current market conditions, such as higher vacancy rates and
    lower rents, have driven commercial real estate values lower and
    caused loss given default (LGD) experience to rise significantly
    over the past year. Management believes that factors driving the
    higher losses will continue to be evident for at least the next
    18 to 24 months, making it necessary to develop cyclical
    LGD factors that are collateral specific and based in part on
    market projections.
    Probability of Default (PD) factors have recently migrated
    higher for commercial and commercial real estate loans. Based on
    this change in market conditions, Management has increased the
    loss emergence time frame to 24 months from 12 months.
    Management has redefined the general reserve in broader terms to
    incorporate: (a) current and likely market conditions along
    with an assessment of the potential impact of those
    conditions,(b) uncertainty 141




---



##### 



in the risk rating process, and (c) the impact of portfolio
    performance, portfolio composition, origination channels, and
    other factors.  
    PD factors were updated to include current delinquency status
    across all consumer portfolios.  Other Real Estate Owned
  Resell and Repurchase Agreements
  Goodwill and Other Intangible Assets
  Mortgage Banking Activities
      Premises and Equipment
 142




---



##### 



Bank Owned Life Insurance
  Derivative Financial Instruments
         143




---



##### 



Advertising Costs
  Income Taxes
  Treasury Stock
  Share-Based Compensation
  Segment Results
  Statement of Cash Flows
  Fair Value Measurements
  Level 1
  Level 2
  Level 3
 144




---



##### 



2.
    SUBSEQUENT
    EVENTS    3.
    ACCOUNTING
    STANDARDS UPDATE  FASB Accounting Standards Codification (ASC) Topic
    105  Generally Accepted Accounting Principles
    (Statement No. 168, The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles  a replacement of FASB
    Statement No. 162) (ASC 105).
  ASC Topic 810  Consolidation (Statement
    No. 160, Noncontrolling Interests in Consolidated
    Financial Statements  an amendment of ARB
    No. 51) (ASC 810).
  ASC Topic 805  Business Combinations (Statement
    No. 141 (Revised 2008), Business Combinations) (ASC 805).
  ASC Topic 944  Financial Services 
    Insurance (Statement No. 163, Accounting for Financial
    Guarantee Insurance Contracts an
    interpretation of FASB Statement No. 60) (ASC 944).
 145




---



##### 



ASC Topic 320  Investments  Debt and
    Equity Securities (FSP
    FAS 115-2
    and
    FAS 124-2, Recognition and Presentation of
    Other-Than-Temporary
    Impairments) (ASC 320). other-than-temporary
  ASC Topic 820  Fair Value Measurements and
    Disclosures (Staff Position (FSP)
    FAS 157-4, Determining Fair Value When the Volume and Level of
    Activity for the Asset or Liability Have Significantly Decreased
    and Identifying Transactions That Are Not Orderly) (ASC
    820).
  ASC Topic 825  Financial Instruments (FSP
    FAS 107-1
    and APB
    28-1,
    Interim Disclosures about Fair Value of Financial
    Instruments) (ASC 825).
  ASC Topic 855  Subsequent Events (Statement
    No. 165, Subsequent Events) (ASC 855).
  ASC Topic 810  Consolidation (Statement
    No. 167, Amendments to FASB Interpretation No. 46R)
    (ASC 810)
  ASC Topic 860  Transfers and Servicing (Statement
    No. 166, Accounting for Transfers of Financial
    Assets  an amendment of FASB Statement No. 140)
    (ASC 860).
  ASC Topic 715  Compensation  Retirement
    Benefits (FSP
    FAS 132R-1,
    Employers Disclosures about Postretirement Benefit Plan
    Assets) (ASC 715).
 146




---



##### 



Accounting Standards Update (ASU)
    2010-6 
    Fair Value Measurements and Disclosures (Topic 820): Improving
    Disclosures about Fair Value Measurements. 820-10
  4.
    ACQUISITIONS    5.
    LOANS AND
    LEASES      At December 31,2009


2008(In thousands)Commercial and industrialLease payments receivable

$
934,470


$
1,119,487Estimated residual value of leased assets


54,635



56,705Gross investment in commercial lease financing receivables


989,105



1,176,192Net deferred origination costs


3,207



3,946Unearned income


(109,090
)


(151,296
)Total net investment in commercial lease financing
    receivables

$
883,222


$
1,028,842ConsumerLease payments receivable

$
91,099


$
246,919Estimated residual value of leased assets


171,610



362,512Gross investment in consumer lease financing receivables


262,709



609,431Net deferred origination fees


(384
)


(840
)Unearned income


(16,060
)


(45,174
)Total net investment in consumer lease financing
    receivables

$
246,265


$
563,417  147




---



##### 



Franklin
    Credit Management relationship
    Trust 2009-A
    SOP 03-3)
     148




---



##### 



Loans


OREO


Total(In thousands)Contractually required payments including interest

$
1,612,695


$
113,732


$
1,726,427Less: nonaccretable difference


(1,079,362
)


(34,136
)


(1,113,498
)Cash flows expected to be collected


533,333



79,596



612,929Less: accretable yield


(39,781
)






(39,781
)Fair value of loans acquired

$
493,552


$
79,596


$
573,148       AccretableYield(In thousands)Balance at December 31, 2008

$
Impact of Franklin transaction on March 31, 2009


39,781Additions


Accretion


(4,495
)Reclassification from (to) nonaccretable difference


Balance at December 31, 2009

$
35,286     Carrying


OutstandingValue


Balance(In thousands)Residential mortgage

$
373,117


$
680,068Home equity


70,737



810,139Total

$
443,854


$
1,490,207      149




---



##### 



Single
    Family Home Builders
      Retail
    properties
      Home
    Equity and Residential Mortgage Loans (excluding loans in
    Franklin 2009 Trust)
  loan-to-value
     150




---



##### 



Related
    Party Transactions
    2009


2008(In thousands)Balance, beginning of year

$
90,787


$
96,393Loans made


28,608



121,417Repayments


(45,831
)


(127,023
)Balance, end of year

$
73,564


$
90,787   6.
    INVESTMENT
    SECURITIES    UnrealizedAmortized


Gross


Gross


FairCost


Gains


Losses


Value(In thousands)December 31, 2009U.S. Treasury

$
99,735


$



$
(581
)

$
99,154Federal AgenciesMortgage-backed securities


3,444,436



44,835



(9,163
)


3,480,108TLGP securities


258,672



2,037



(321
)


260,388Other agencies


2,724,815



6,346



(4,158
)


2,727,003Total U.S. Government backed securities


6,527,658



53,218



(14,223
)


6,566,653Municipal securities


118,447



6,424



(86
)


124,785Private label CMO


534,377



99



(57,157
)


477,319Asset backed securities(1)


1,128,474



7,709



(155,867
)


980,316Other securities


439,132



296



(587
)


438,841Total investment securities

$
8,748,088


$
67,746


$
(227,920
)

$
8,587,914     (1)
    
    Amounts at December 31, 2009 include securities backed by
    automobile loans with a fair value of $309.4 million which
    meet the eligibility requirements for the Term Asset-Backed
    Securities Loan Facility, or TALF, administered by
    the Federal Reserve Bank of New York, and securities with a fair
    value of $161.0 million backed by student loans with a
    minimum 97% government guarantee.  151




---



##### 



UnrealizedAmortized


Gross


Gross


FairCost


Gains


Losses


Value(In thousands)December 31, 2008U.S. Treasury

$
11,141


$
16


$



$
11,157Federal AgenciesMortgage-backed securities


1,625,656



18,822



(16,897
)


1,627,581TLGP securities














Other agencies


587,500



16,748



(8
)


604,240Total U.S. Government backed securities


2,224,297



35,586



(16,905
)


2,242,978Municipal securities


710,148



13,897



(13,699
)


710,346Private label CMO


674,506







(150,991
)


523,515Asset backed securities


652,881







(188,854
)


464,027Other securities


443,991



114



(514
)


443,591Total investment securities

$
4,705,823


$
49,597


$
(370,963
)

$
4,384,457     Less than 12 Months


Over 12 Months


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


Losses(In thousands)December 31, 2009U.S. Treasury

$
99,154


$
(581
)

$



$



$
99,154


$
(581
)Federal AgenciesMortgage-backed securities


1,324,960



(9,163
)










1,324,960



(9,163
)TLGP securities


49,675



(321
)










49,675



(321
)Other agencies


1,443,309



(4,081
)


6,475



(77
)


1,449,784



(4,158
)Total U.S. Government backed securities


2,917,098



(14,146
)


6,475



(77
)


2,923,573



(14,223
)Municipal securities


3,993



(7
)


3,741



(79
)


7,734



(86
)Private label CMO


15,280



(3,831
)


452,439



(53,326
)


467,719



(57,157
)Asset backed securities


236,451



(8,822
)


207,581



(147,045
)


444,032



(155,867
)Other securities


39,413



(372
)


410



(215
)


39,823



(587
)Total temporarily impaired securities

$
3,212,235


$
(27,178
)

$
670,646


$
(200,742
)

$
3,882,881


$
(227,920
)   152




---



##### 



Less than 12 Months


Over 12 Months


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


Losses(In thousands )December 31, 2008U.S. Treasury

$



$



$



$



$



$
Federal AgenciesMortgage-backed securities


417,988



(16,897
)










417,988



(16,897
)TLGP securities






















Other agencies










2,028



(8
)


2,028



(8
)Total U.S. Government backed securities


417,988



(16,897
)


2,028



(8
)


420,016



(16,905
)Municipal securities


276,990



(6,951
)


40,913



(6,748
)


317,903



(13,699
)Private label CMO


449,494



(130,914
)


57,024



(20,077
)


506,518



(150,991
)Asset backed securities


61,304



(24,220
)


164,074



(164,634
)


225,378



(188,854
)Other securities


1,132



(323
)


1,149



(191
)


2,281



(514
)Total temporarily impaired securities

$
1,206,908


$
(179,305
)

$
265,188


$
(191,658
)

$
1,472,096


$
(370,963
)         2009


2008Amortized


Fair


Amortized


FairCost


Value


Cost


Value(In thousands)Under 1 year

$
162,238


$
164,768


$
11,690


$
11,7091  5 years


3,278,176



3,279,359



637,982



656,6596  10 years


1,013,065



1,019,152



225,186



231,226Over 10 years


3,863,487



3,694,008



3,394,931



3,049,334Non-marketable equity securities


376,640



376,640



427,973



427,973Marketable equity securities


54,482



53,987



8,061



7,556Total investment securities

$
8,748,088


$
8,587,914


$
4,705,823


$
4,384,457      153




---



##### 



2009


2008


2007(In thousands)Gross gains on sales of securities

$
59,762


$
9,364



15,216Gross (losses) on sales of securities


(10,947
)


(10
)


(1,680
)Net gain (loss) on sales of securities


48,815



9,354



13,536Net
    other-than-temporary
    impairment recorded


(59,064
)


(206,724
)


(43,274
)Total securities gain (loss)

$
(10,249
)

$
(197,370
)


(29,738
)     Alt-A mortgage-backed and private-label collateralized
    mortgage obligation (CMO) securities
  Pooled-trust-preferred securities
      Alt-A


Pooled


PrivateMortgage-Backed


Trust-Preferred


Label CMO


Total(In thousands)Total OTTI losses (unrealized and realized)

$
(16,906
)

$
(131,902
)

$
(30,727
)

$
(179,535
)Unrealized OTTI recognized in OCI


6,186



93,491



24,731



124,408Net impairment losses recognized in earnings

$
(10,720
)

$
(38,411
)

$
(5,996
)

$
(55,127
)  154




---



##### 



Alt-A


Pooled


PrivateMortgage-Backed


Trust-Preferred


Label CMO


Total(In thousands)Balance, beginning of year

$



$



$



$
Credit losses not previous recognized


6,186



94,522



28,184



128,892Change in expected cash flows






(7,748
)


(3,453
)


(11,201
)Additional credit losses






6,717







6,717Balance, end of year

$
6,186


$
93,491


$
24,731


$
124,408   and/or other-than-temporarily
    2009(In thousands)Balance, beginning of year

$
Credit component of OTTI not reclassified to OCI in conjunction
    with the cumulative effect transition adjustment


24Additions for the credit component on debt securities in which
    OTTI was not previously recognized


55,127Balance, end of year

$
55,151   other-than-temporary
  7.
    LOAN
    SALES AND SECURITIZATIONS  Residential
    Mortgage Loans
       155




---



##### 



Fair Value Method

2009


2008(In thousands)Fair value, beginning of year

$
167,438


$
207,894New servicing assets created


23,074



38,846Change in fair value during the period due to:Time decay(1)


(6,798
)


(7,842
)Payoffs(2)


(38,486
)


(18,792
)Changes in valuation inputs or assumptions(3)


34,305



(52,668
)Other changes


(3,106
)


Fair value, end of year

$
176,427


$
167,438     (1)
    
    Represents decrease in value due to passage of time, including
    the impact from both regularly scheduled loan principal payments
    and partial loan paydowns.(2)
    
    Represents decrease in value associated with loans that paid off
    during the period.(3)
    
    Represents change in value resulting primarily from
    market-driven changes in interest rates.  Amortization Method

2009


2008(In thousands)Carrying value, beginning of year

$



$
New servicing assets created


40,452



Amortization and other


(2,287
)


Carrying value, end of year

$
38,165


$
Fair value, end of year

$
43,769


$
       Decline in Fair Value Due to10%


20%Adverse


AdverseActual


Change


Change(In thousands)Constant pre-payment rate


10.26
%

$
(11,811
)

$
(21,133
)Spread over forward interest rate swap rates


483
bps


(3,656
)


(7,312
)    156




---



##### 



Automobile
    Loans and Leases
        2009


2008(In thousands)Carrying value, beginning of year

$
1,656


$
4,099New servicing assets created


19,538



Amortization and other


(8,282
)


(2,443
)Carrying value, end of year

$
12,912


$
1,656Fair value, end of year

$
14,985


$
1,926      157




---



##### 



Decline in Fair Value Due to10%


20%Adverse


AdverseActual


Change


Change(In thousands)Monthly prepayment rate (ABS curve)


1.3


$
(361
)

$
(642
)Expected cumulative credit losses


3.0
%


(2,919
)


(5,756
)Discount rate


11.0



(1,697
)


(3,325
)Certain cash flows received from the securitization trusts
    during 2009 were:Servicing fees received

$
6,838Other cash flows on retained interest


6,934   8.
    ALLOWANCES
    FOR CREDIT LOSSES (ACL)    Year Ended December 31,2009


2008


2007(In thousands)Allowance for loan and leases losses, beginning of year
    (ALLL)

$
900,227


$
578,442


$
272,068Acquired allowance for loan and lease losses










188,128Loan and lease losses


(1,561,378
)


(806,329
)


(517,943
)Recoveries of loans previously charged off


84,791



48,262



40,312Net loan and lease losses


(1,476,587
)


(758,067
)


(477,631
)Provision for loan and lease losses


2,069,931



1,067,789



628,802Economic reserve transfer






12,063



Allowance for assets sold and securitized


(9,188
)






Allowance for loans transferred to
    held-for-sale


(1,904
)






(32,925
)Allowance for loan and lease losses, end of year

$
1,482,479


$
900,227


$
578,442Allowance for unfunded loan commitments and letters of
    credit, beginning of year (AULC)

$
44,139


$
66,528


$
40,161Acquired AULC










11,541Provision for (reduction in) unfunded loan commitments and
    letters of credit losses


4,740



(10,326
)


14,826Economic reserve transfer






(12,063
)


Allowance for unfunded loan commitments and letters of
    credit, end of year

$
48,879


$
44,139


$
66,528Total allowances for credit losses (ACL)

$
1,531,358


$
944,366


$
644,970 158




---



##### 



Year Ended December 31,2009


2008


2007(In thousands)Recorded balance of impaired loans, at end of year(1):With specific reserves assigned to the loan and lease balances(2)

$
873,215


$
1,122,575


$
1,318,518With no specific reserves assigned to the loan and lease balances


221,384



75,799



33,062Total

$
1,094,599


$
1,198,374


$
1,351,580Average balance of impaired loans for the year(1)

$
1,010,044


$
1,369,857


$
424,797Allowance for loan and lease losses on impaired loans(1)


175,442



301,457



142,058     (1)
    
    2009 includes impaired commercial and industrial loans and
    commercial real estate loans with outstanding balances greater
    than $1 million. 2008 and prior periods includes impaired
    commercial and industrial loans and commercial real estate loans
    with outstanding balances greater than $1 million for
    business-banking loans, and $500,000 for all other loans. A loan
    is impaired when it is probable that Huntington will be unable
    to collect all amounts due according to the contractual terms of
    the loan agreement. Impaired loans are included in
    non-performing assets. The amount of interest recognized in
    2009, 2008 and 2007 on impaired loans while they were considered
    impaired was $0.1 million, $55.8 million, and
    $0.9 million, respectively. The recovery of the investment
    in impaired loans with no specific reserves generally is
    expected from the sale of collateral, net of costs to sell that
    collateral.(2)
    
    As a result of the troubled debt restructuring , the loans to
    Franklin of $1.2 billion and $0.7 billion are included
    in impaired loans at the end of 2007 and 2008, respectively.      
    Approximately $200 million increase in the judgmental
    component.
    Approximately $200 million allocated primarily to the
    commercial real estate (CRE) portfolio addressing the severity
    of CRE loss-given-default percentages and a longer term view of
    the loss emergence time period.
    Approximately $50 million from updating the consumer
    reserve factors to include the current delinquency status.    
    $130 million of previously established Franklin specific
    reserves utilized to absorb related net charge-offs due to the
    2009 first quarter Franklin restructuring.  9.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS   159




---



##### 



Retail &Regional


Business


Commercial


Commercial





Treasury/


HuntingtonBanking


Banking


Banking


Real Estate


PFG


Other


Consolidated(In thousands)Balance, January 1, 2008

$
2,906,155


$



$



$



$
87,517


$
65,661


$
3,059,333Adjustments


(17,811
)














65,661



(52,198
)


(4,348
)Balance, December 31, 2008


2,888,344















153,178



13,463



3,054,985Impairment, March 31, 2009


(2,573,818
)














(28,895
)






(2,602,713
)Reallocation of goodwill


(314,526
)


309,518



5,008















Balance, April 1, 2009






309,518



5,008







124,283



13,463



452,272Goodwill acquiredduring the period






620



















620Impairment






















(4,231
)


(4,231
)Other adjustments






















(4,393
)


(4,393
)Balance, December 31, 2009

$



$
310,138


$
5,008


$



$
124,283


$
4,839


$
444,268        160




---



##### 



Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


Value(In thousands)December 31, 2009Core deposit intangible

$
376,846


$
(168,651
)

$
208,195Customer relationship


104,574



(26,000
)


78,574Other


26,465



(24,136
)


2,329Total other intangible assets

$
507,885


$
(218,787
)

$
289,098December 31, 2008Core deposit intangible

$
373,300


$
(111,163
)

$
262,137Customer relationship


104,574



(16,776
)


87,798Other


29,327



(22,559
)


6,768Total other intangible assets

$
507,201


$
(150,498
)

$
356,703     AmortizationExpense(In thousands)2010

$
60,4552011


53,3422012


46,1302013


40,5252014


35,843   10.
    PREMISES
    AND EQUIPMENT    2009


2008(In thousands)Land and land improvements

$
118,875


$
119,042Buildings


355,352



352,294Leasehold improvements


194,405



185,278Equipment


571,307



557,653Total premises and equipment


1,239,939



1,214,267Less accumulated depreciation and amortization


(743,918
)


(694,767
)Net premises and equipment

$
496,021


$
519,500     2009


2008


2007(In thousands)Total depreciation and amortization of premises and equipment

$
66,089


$
77,956


$
64,052Rental income credited to occupancy expense


11,755



12,917



12,808  161




---



##### 



11.
    SHORT-TERM
    BORROWINGS    At December 31,2009


2008(In thousands)Federal funds purchased

$
800


$
50,643Securities sold under agreements to repurchase


850,485



1,238,484Other borrowings


24,956



20,030Total short-term borrowings

$
876,241


$
1,309,157     12.
    FEDERAL
    HOME LOAN BANK ADVANCES    13.
    OTHER
    LONG-TERM DEBT    At December 31,2009


2008(In thousands)1.66% The Huntington National Bank medium-term notes due through
    2018(1)

$
788,397


$
505,1771.34% Securitization trust notes payable due through 2012






4,0050.90% Securitization trust notes payable due through 2013(2)


1,059,249



721,5554.62% Securitization trust note payable due 2018(3)


391,954



1,050,8957.88% Class C preferred securities of REIT subsidiary, no
    maturity


50,000



50,000Franklin 2009 Trust liability(4)


79,891



Total other long-term debt

$
2,369,491


$
2,331,632     (1)
    
    Bank notes had fixed rates with a weighted-average interest rate
    of 1.66% at December 31, 2009.(2)
    
    Variable effective rate at December 31, 2009, based on one
    month LIBOR + 0.67 or 0.90%.(3)
    
    Combination of fixed and variable rates with a weighted average
    interest rate of 4.62% at December 31, 2009.(4)
    
    Franklin 2009 Trust liability was a result of the consolidation
    of Franklin 2009 Trust on March 31, 2009.       162




---



##### 



14.
    SUBORDINATED
    NOTES    At December 31,2009


2008(In thousands)Parent company:6.21% subordinated notes due 2013

$
48,732


$
48,3910.98% junior subordinated debentures due 2027(1)


138,816



158,3660.88% junior subordinated debentures due 2028(2)


60,093



71,0938.54% junior subordinated debentures due 2029


23,299



23,3477.33% junior subordinated debentures due 2030


64,971



65,9103.45% junior subordinated debentures due 2033(3)


30,929



30,9293.76% junior subordinated debentures due 2033(4)


6,186



6,1861.23% junior subordinated debentures due 2036(5)


77,809



78,1361.27% junior subordinated debentures due 2036(5)


77,810



78,1376.69% junior subordinated debentures due 2067(6)


114,045



249,408The Huntington National Bank:8.18% subordinated notes due 2010


84,144



143,2616.21% subordinated notes due 2012


64,861



64,8165.00% subordinated notes due 2014


133,930



221,7275.59% subordinated notes due 2016


112,385



284,0485.67% subordinated notes due 2018


144,202



244,7695.45% subordinated notes due 2019


81,990



181,573Total subordinated notes

$
1,264,202


$
1,950,097     (1)
    
    Variable effective rate at December 31, 2009, based on
    three month LIBOR + 0.70.(2)
    
    Variable effective rate at December 31, 2009, based on
    three month LIBOR + 0.625.(3)
    
    Variable effective rate at December 31, 2009, based on
    three month LIBOR + 2.95.(4)
    
    Variable effective rate at December 31, 2009, based on
    three month LIBOR + 3.25.(5)
    
    Variable effective rate at December 31, 2009, based on
    three month LIBOR + 1.40.(6)
    
    The junior subordinated debentures due 2067 are subordinate to
    all other junior subordinated debentures.     163




---



##### 



15.
    OTHER
    COMPREHENSIVE INCOME    2009Tax (Expense)Pretax


Benefit


After-Tax(In thousands)Cumulative effect of change in accounting principle for OTTI
    debt securities

$
(5,448
)

$
1,907


$
(3,541
)Non-credit-related impairment losses on debt securities not
    expected to be sold


(124,408
)


43,543



(80,865
)Unrealized holding gains (losses) on debt securities available
    for sale arising during the period


280,789



(98,678
)


182,111Less: Reclassification adjustment for net losses (gains) losses
    included in net income


10,249



(3,587
)


6,662Net change in unrealized holding gains (losses) on debt
    securities available for sale


166,630



(58,722
)


107,908Unrealized holding gains (losses) on equity securities available
    for sale arising during the period


10



(3
)


7Less: Reclassification adjustment for net losses (gains) losses
    included in net income










Net change in unrealized holding gains (losses) on equity
    securities available for sale


10



(3
)


7Unrealized gains and losses on derivatives used in cash flow
    hedging relationships arising during the period


21,888



(7,661
)


14,227Change in pension and post-retirement benefit plan assets and
    liabilities


78,626



(27,519
)


51,107Total other comprehensive income (loss)

$
261,706


$
(91,998
)

$
169,708   164




---



##### 



2008Tax (Expense)Pretax


Benefit


After-Tax(In thousands)Unrealized holding (losses) gains on debt securities available
    for sale arising during the period

$
(502,756
)

$
177,040


$
(325,716
)Less: Reclassification adjustment for net losses (gains) losses
    included in net income


197,370



(69,080
)


128,290Net change in unrealized holding (losses) gains on debt
    securities available for sale


(305,386
)


107,960



(197,426
)Unrealized holding (losses) gains on equity securities available
    for sale arising during the period


(490
)


171



(319
)Less: Reclassification adjustment for net losses (gains) losses
    included in net income










Net change in unrealized holding (losses) gains on equity
    securities available for sale


(490
)


171



(319
)Unrealized gains and losses on derivatives used in cash flow
    hedging relationships arising during the period


61,669



(21,584
)


40,085Cumulative effect of changing measurement date provisions for
    pension and post-retirement assets and obligations


(5,898
)


2,064



(3,834
)Change in pension and post-retirement benefit plan assets and
    liabilities


(177,828
)


62,240



(115,588
)Total other comprehensive (loss) income

$
(427,933
)

$
150,851


$
(277,082
)   2007Tax (Expense)Pretax


Benefit


After-tax(In thousands)Unrealized holding (losses) gains on debt securities available
    for sale arising during the period

$
(66,676
)

$
23,454


$
(43,222
)Less: Reclassification adjustment for net losses (gains) losses
    included in net income


29,738



(10,408
)


19,330Net change in unrealized holding (losses) gains on debt
    securities available for sale


(36,938
)


13,046



(23,892
)Unrealized holding (losses) gains on equity securities available
    for sale arising during the period


(573
)


200



(373
)Less: Reclassification adjustment for net losses (gains) losses
    included in net income










Net change in unrealized holding (losses) gains on equity
    securities available for sale


(573
)


200



(373
)Unrealized gains and losses on derivatives used in cash flow
    hedging relationships arising during the period


(19,162
)


6,707



(12,455
)Change in pension and post-retirement benefit plan assets and
    liabilities


64,885



(22,710
)


42,175Total other comprehensive income (loss)

$
8,212


$
(2,757
)

$
5,455  165




---



##### 



Unrealized


AccumulatedGains and


UnrealizedUnrealized


Unrealized


Losses on


Losses for PensionGains and


Gains and


Cash Flow


and OtherLosses on Debt


Losses on


Hedging


Post-RetirementSecurities


Equity securities


Derivatives


Obligations


Total(In thousands)Balance, January 1, 2007

$
13,891


$
363


$
17,008


$
(86,328
)

$
(55,066
)Period change


(23,892
)


(373
)


(12,455
)


42,175



5,455Balance, December 31, 2007


(10,001
)


(10
)


4,553



(44,153
)


(49,611
)Cumulative effect of change in measurement date provisions for
    pension and post-retirement assets and obligations














(3,834
)


(3,834
)Period change


(197,426
)


(319
)


40,085



(115,588
)


(273,248
)Balance, December 31, 2008


(207,427
)


(329
)


44,638



(163,575
)


(326,693
)Cumulative effect of change in accounting principle for OTTI
    debt securities


(3,541
)














(3,541
)Period change


107,908



7



14,227



51,107



173,249Balance, December 31, 2009

$
(103,060
)

$
(322
)

$
58,865


$
(112,468
)

$
(156,985
)   16.
    SHAREHOLDERS
    EQUITY  Issuance
    of Common Stock
        Conversion
    of Convertible Preferred Stock
   166




---



##### 



First


SecondQuarter 2009


Quarter 2009


Total(In thousands)Preferred shares exchanged


114



92



206Common shares issued:At stated convertible option


9,547



7,730



17,277As deemed dividend


15,044



8,751



23,795Total common shares issued:


24,591



16,481



41,072Deemed dividend

$
27,742


$
28,293


$
56,035     Troubled
    Asset Relief Program (TARP)
  paid-in-capital
      Share
    Repurchase Program
   167




---



##### 



17.
    (LOSS)
    EARNINGS PER SHARE    Year Ended December 31,2009


2008


2007(In thousands, except per share amounts)Basic (loss) earnings per common shareNet (loss) income

$
(3,094,179
)

$
(113,806
)

$
75,169Preferred stock dividends and amortization of discount


(174,756
)


(46,400
)


Net (loss) income available to common shareholders

$
(3,268,935
)

$
(160,206
)

$
75,169Average common shares issued and outstanding


532,802



366,155



300,908Basic (loss) earnings per common share

$
(6.14
)

$
(0.44
)

$
0.25Diluted (loss) earnings per common shareNet (loss) income available to common shareholders

$
(3,268,935
)

$
(160,206
)

$
75,169Net (loss) income applicable to diluted earnings per share

$
(3,268,935
)

$
(160,206
)

$
75,169Average common shares issued and outstanding


532,802



366,155



300,908Dilutive potential common shares:Stock options and restricted stock units










1,887Shares held in deferred compensation plans










660Dilutive potential common shares:










2,547Total diluted average common shares issued and outstanding


532,802



366,155



303,455Diluted (loss) earnings per common share

$
(6.14
)

$
(0.44
)

$
0.25    168




---



##### 



18.
    SHARE-BASED
    COMPENSATION      2009


2008


2007AssumptionsRisk-free interest rate


2.70
%


3.41
%


4.74
%Expected dividend yield


0.96



5.28



5.26Expected volatility of Huntingtons common stock


51.8



34.8



21.1Expected option term (years)


6.0



6.0



6.0Weighted-average grant date fair value per share

$
1.95


$
1.54


$
2.80     2009

2008

2007(In thousands)Share-based compensation expense

$
8,492


$
14,142


$
21,836Tax benefit


2,972



4,950



7,643    169




---



##### 



Weighted-Weighted-


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions


Price


Life (Years)


Value(In thousands, except per share amounts)Outstanding at January 1, 2009


26,289


$
19.45Granted


3,106



4.24Exercised






Forfeited/expired


(5,673
)


20.49Outstanding at December 31, 2009


23,722


$
17.21



3.4


$
34Exercisable at December 31, 2009


19,218


$
19.71



2.8


$
   in-the-money
      Weighted-





Weighted-Average





AverageRestricted


Grant Date


Restricted


Grant DateStock


Fair Value


Stock


Fair ValueUnits


per Share


Awards


per Share(In thousands, except per share amounts)Nonvested at January 1, 2009


1,823


$
14.64






$
Granted


1,543



3.81



274



2.93Vested


(413
)


21.61



(100
)


2.02Forfeited


(236
)


13.90







Nonvested at December 31, 2009


2,717


$
7.50



174


$
3.45    170




---



##### 



Options Outstanding


Exercisable OptionsWeighted-Average


Weighted-





Weighted-Remaining


Average





AverageRange of




Contractual


Exercise





ExerciseExercise Prices

Shares


Life (Years)


Price


Shares


Price(In thousands, except per share amounts)$1.28 to $10.00


4,495



6.1


$
5.12



485


$
7.00$10.01 to $15.00


1,551



1.1



13.90



1,543



13.90$15.01 to $20.00


6,543



2.1



17.77



6,540



17.77$20.01 to $25.01


11,133



3.4



22.22



10,650



22.32Total


23,722



3.4


$
17.21



19,218


$
19.71       19.
    INCOME
    TAXES       171




---



##### 



2009(In thousands)Unrecognized tax benefits at beginning of year

$
Gross increases for tax positions taken during prior years


10,750Gross increases for tax positions taken during the current year


6,464Unrecognized tax benefits at end of year


17,214Federal benefit for state and local positions


(3,763
)Net deferred tax asset (liability)

$
13,451       Year Ended December 31,2009


2008


2007(In thousands)Current tax (benefit) provisionFederal

$
(326,659
)

$
(30,164
)

$
135,196State


9,860



(102
)


288Total current tax (benefit) provision


(316,799
)


(30,266
)


135,484Deferred tax (benefit) provisionFederal


(267,872
)


(152,306
)


(188,518
)State


667



370



508Total deferred tax (benefit) provision


(267,205
)


(151,936
)


(188,010
)(Benefit) provision for income taxes

$
(584,004
)

$
(182,202
)

$
(52,526
)       Year Ended December 31,2009


2008


2007(In thousands)(Benefit) provision for income taxes computed at the statutory
    rate

$
(1,287,364
)

$
(103,603
)

$
7,925Increases (decreases):Tax-exempt interest income


(5,561
)


(12,484
)


(13,161
)Tax-exempt bank owned life insurance income


(19,205
)


(19,172
)


(17,449
)Asset securitization activities


(3,179
)


(14,198
)


(18,627
)Federal tax loss carryforward /carryback


(12,847
)


(12,465
)


General business credits


(17,602
)


(10,481
)


(8,884
)Reversal of valuation allowance






(7,101
)


Loan acquisitions


(159,895
)






Goodwill impairment


908,263







Other, net


13,386



(2,698
)


(2,330
)Benefit for income taxes

$
(584,004
)

$
(182,202
)

$
(52,526
)  172




---



##### 



At December 31,2009


2008(In thousands)Deferred tax assets:Allowances for credit losses

$
555,276


$
220,450Loan acquisitions


159,895



Loss and other carryforwards


19,211



16,868Fair value adjustments


123,860



170,360Securities adjustments






44,380Partnerships investments






7,402Pension and other employee benefits


1,009



Accrued expense/prepaid


42,478



42,153Purchase accounting adjustments






3,289Other


4,738



14,014Total deferred tax assets


906,467



518,916Deferred tax liabilities:Lease financing


154,088



283,438Pension and other employee benefits






33,687Purchase accounting adjustments


70,820



Mortgage servicing rights


62,867



31,921Operating assets


15,163



5,358Loan origination costs


39,004



34,698Securities adjustments


57,700



Partnership investments


13,563



Other


11,832



13,929Total deferred tax liability


425,037



403,031Net deferred tax asset before valuation allowance

$
481,430


$
115,885Valuation allowance


(899
)


(14,536
)Net deferred tax asset

$
480,531


$
101,349       20.
    BENEFIT
    PLANS   173




---



##### 



Pension


Post-RetirementBenefits


Benefits2009


2008


2009


2008Weighted-average assumptions used to determine benefit
    obligationsDiscount rate


5.88
%


6.17
%


5.54
%


6.17
%Rate of compensation increase


4.50



4.00



N/A



N/AWeighted-average assumptions used to determine net periodic
    benefit costDiscount rate:January 1, 2009 through October 31, 2009


6.17
%


N/A



6.17
%


N/ANovember 1, 2009 through December 31, 2009


5.83



N/A



5.46



N/A2008


N/A



6.47
%


N/A



6.47
%Expected return on plan assets


8.00



8.00



N/A



N/ARate of compensation increase


4.00



5.00



N/A



N/A        174




---



##### 



Post-RetirementPension Benefits


Benefits2009


2008


2009


2008(In thousands)Projected benefit obligation at beginning of measurement
    year

$
469,696


$
427,828


$
60,433


$
59,008Impact of change in measurement date






(1,956
)






(804
)Changes due to:Service cost


23,692



23,680



1,550



1,679Interest cost


28,036



26,804



3,274



3,612Benefits paid


(9,233
)


(8,630
)


(5,285
)


(3,552
)Settlements


(12,071
)


(12,459
)






Effect of plan combinations


24,411











Plan amendments


(45,413
)






(25,947
)


Plan curtailments










(527
)


Medicare subsidies










550



Actuarial assumptions and gains and losses


25,741



14,429



(875
)


490Total changes


35,163



43,824



(27,260
)


2,229Projected benefit obligation at end of measurement year

$
504,859


$
469,696


$
33,173


$
60,433       Pension Benefits2009


2008(In thousands)Fair value of plan assets at beginning of measurement year

$
407,079


$
516,893Impact of change in measurement date






(10,347
)Changes due to:Actual (loss) return on plan assets


51,202



(127,354
)Employer contributions






50,000Settlements


(12,394
)


(13,482
)Plan combinations


17,460



Benefits paid


(9,233
)


(8,631
)Total changes


47,035



(99,467
)Fair value of plan assets at end of measurement year

$
454,114


$
407,079    175




---



##### 



Pension Benefits


Post-Retirement Benefits2009


2008


2007


2009


2008


2007(In thousands)Service cost

$
23,692


$
23,680


$
19,087


$
1,550


$
1,679


$
1,608Interest cost


28,036



26,804



24,408



3,274



3,612



2,989Expected return on plan assets


(41,960
)


(39,145
)


(37,056
)










Amortization of transition asset


6



5



4



920



1,104



1,104Amortization of prior service cost


(553
)


314



1



91



379



379Amortization of gain


8,689











(888
)


(1,095
)


(368
)Curtailments














(527
)






Settlements


6,213



7,099



2,218











Recognized net actuarial loss






3,550



11,076











Benefit cost

$
24,123


$
22,307


$
19,738


$
4,420


$
5,679


$
5,712       10-year
 176




---



##### 



Fair Value2009


2008(In thousands)Cash

$





%

$
50,000



12
%Cash equivalents:Huntington funds  money market


11,304



2



295



Other


2,777



1







Fixed income:Huntington funds  fixed income funds


125,323



28



128,655



32Corporate obligations


1,315











U.S. Government Agencies


497











Equities:Huntington funds  equity funds


256,222



57



197,583



48Huntington funds  equity mutual funds


31,852



7







Other  equity mutual funds


122







Huntington common stock


14,347



3



30,546



8Other common stock


10,355



2







Fair value of plan assets

$
454,114



100
%

$
407,079



100
%          177




---



##### 



Post-Pension


RetirementBenefits


Benefits(In thousands)2010

$
27,775


$
5,3192011


29,968



5,2732012


32,782



5,1732013


34,346



5,1072014


35,379



5,0152014 through 2018


196,938



23,666           2009

2008(In thousands)Accrued income and other assets

$



$
Accrued expenses and other liabilities


106,738



161,585     2009


2008


2007(In thousands)Net actuarial loss

$
(151,564
)

$
(156,762
)

$
(36,301
)Prior service cost


39,093



(4,123
)


(4,914
)Transition liability


3



(2,690
)


(2,938
)Defined benefit pension plans

$
(112,468
)

$
(163,575
)


(44,153
)   178




---



##### 



2009Tax (Expense)Pretax


Benefit


After-tax(In thousands)Balance, beginning of year

$
(251,655
)

$
88,080


$
(163,575
)Impact of change in measurement date










Net actuarial (loss) gain:Amounts arising during the year


(6,155
)


2,154



(4,001
)Amortization included in net periodic benefit costs


14,153



(4,954
)


9,199Prior service cost:Amounts arising during the year


69,986



(24,494
)


45,492Amortization included in net periodic benefit costs


(283
)


99



(184
)Transition obligation:Amounts arising during the year










Amortization included in net periodic benefit costs


925



(324
)


601Balance, end of year

$
(173,029
)

$
60,561


$
(112,468
)   2008Tax (Expense)Pretax


Benefit


After-tax(In thousands)Balance, beginning of year

$
(67,928
)

$
23,775


$
(44,153
)Impact of change in measurement date


(1,485
)


520



(965
)Net actuarial (loss) gain:Amounts arising during the year


(186,922
)


65,423



(121,499
)Amortization included in net periodic benefit costs


2,608



(913
)


1,695Prior service cost:Amortization included in net periodic benefit costs


964



(337
)


627Transition obligation:Amounts arising during the year


(1
)






(1
)Amortization included in net periodic benefit costs


1,109



(388
)


721Balance, end of year

$
(251,655
)

$
88,080


$
(163,575
)   2007Tax (Expense)Pretax


Benefit


After-tax(In thousands)Balance, beginning of year

$
(132,813
)

$
46,485


$
(86,328
)Net actuarial (loss) gain:Amounts arising during the year


53,312



(18,659
)


34,653Amortization included in net periodic benefit costs


12,169



(4,260
)


7,909Prior service cost:Amounts arising during the year


(2,318
)


811



(1,507
)Amortization included in net periodic benefit costs


615



(215
)


400Transition obligation:Amortization included in net periodic benefit costs


1,107



(387
)


720Balance, end of year

$
(67,928
)

$
23,775


$
(44,153
)  179




---



##### 



21.
    FAIR
    VALUES OF ASSETS AND LIABILITIES      Level 1
  Level 2
  Level 3
      Financial Instrument(1)

Hierarchy


Valuation methodologyMortgage loans
    held-for-sale


Level 2


As of January 1, 2008, Huntington elected to apply the fair
    value option for mortgage loans originated with the intent to
    sell which are included in loans held for sale. Mortgage loans
    held-for-sale are estimated using security prices for similar
    product types. At December 31, 2009, mortgage loans held for
    sale had an aggregate fair value of $459.7 million and an
    aggregate outstanding principal balance of $453.9 million.
    Interest income on these loans is recorded in interest and fees
    on loans and leases. Included in mortgage banking income were
    net gains resulting from changes in fair value of these loans,
    including net realized gains of $90.6 million and $32.2 million
    for the year ended December 31, 2009 and 2008, respectively. 180




---



##### 



Financial Instrument(1)

Hierarchy


Valuation methodologyInvestment Securities & Trading Account
    Securities(2)


Level 1


Consist of U.S. Treasury and other federal agency securities,
    and money market mutual funds which generally have quoted prices.Level 2


Consist of U.S. Government and agency mortgage-backed securities
    and municipal securities for which an active market is not
    available. Third-party pricing services provide a fair value
    estimate based upon trades of similar financial instruments.Level 3


Consist of asset-backed securities, pooled
    trust-preferred
    securities, certain private label CMOs, and residual interest in
    auto securitizations for which fair value is estimated.
    Assumptions used to determine the fair value of these securities
    have greater subjectivity due to the lack of observable market
    transactions. Generally, there are only limited trades of
    similar instruments and a discounted cash flow approach is used
    to determine fair value.Mortgage Servicing Rights (MSRs)(3)


Level 3


MSRs do not trade in an active, open market with readily
    observable prices. Although sales of MSRs do occur, the precise
    terms and conditions typically are not readily available.  Fair
    value is based upon the final month-end valuation, which
    utilizes the month-end curve and prepayment assumptions.Derivatives(4)


Level 1


Consist of exchange traded options and forward commitments to
    deliver mortgage-backed securities which have quoted prices.Level 2


Consist of basic asset and liability conversion swaps and
    options, and interest rate caps. These derivative positions are
    valued using internally developed models that use readily
    observable market parameters.Level 3


Consist primarily of interest rate lock agreements related to
    mortgage loan commitments. The determination of fair value
    includes assumptions related to the likelihood that a commitment
    will ultimately result in a closed loan, which is a significant
    unobservable assumption.Equity Investments(5)


Level 3


Consist of equity investments via equity funds (holding both
    private and publicly-traded equity securities), directly in
    companies as a minority interest investor, and directly in
    companies in conjunction with our mezzanine lending activities.
    These investments do not have readily observable prices. Fair
    value is based upon a variety of factors, including but not
    limited to, current operating performance and future
    expectations of the particular investment, industry valuations
    of comparable public companies, and changes in market outlook.  181




---



##### 



(1)
    
    Refer to Notes 1 and 20 for additional information.(2)
    
    Refer to Note 6 for additional information.(3)
    
    Refer to Note 7 for additional information.(4)
    
    Refer to Note 21 for additional information.(5)
    
    Certain equity investments are accounted for under the equity
    method and, therefore, are not subject to the fair value
    disclosure requirements.  Assets
    and Liabilities measured at fair value on a recurring
    basis
    Fair Value Measurements at Reporting Date Using


Netting


TotalLevel 1


Level 2


Level 3


Adjustments(1)


2009(In thousands)AssetsMortgage loans held for sale

$



$
459,719


$



$



$
459,719Trading account securities


56,009



27,648











83,657Investment securities


3,111,845



4,203,497



895,932







8,211,274Mortgage servicing rights










176,427







176,427Derivative assets


7,711



341,676



995



(62,626
)


287,756Equity investments










25,872







25,872LiabilitiesDerivative liabilities


119



233,597



5,231







238,947   Fair Value Measurements at Reporting Date Using


Netting


TotalLevel 1


Level 2


Level 3


Adjustments(1)


2008(In thousands)AssetsMortgage loans held for sale

$



$
378,437


$



$



$
378,437Trading account securities


51,888



36,789











88,677Investment securities


626,130



2,342,812



987,542







3,956,484Mortgage servicing rights










167,438







167,438Derivative assets


233



668,906



8,182



(218,326
)


458,995Equity investments










36,893







36,893LiabilitiesDerivative liabilities


11,588



377,248



50



(305,519
)


83,367     (1)
    
    Amounts represent the impact of legally enforceable master
    netting agreements that allow the Company to settle positive and
    negative positions and cash collateral held or placed with the
    same counterparties.    182




---



##### 



Level 3 Fair Value MeasurementsYear Ended December 31, 2009Investment SecuritiesMortgage





Alt-A


PooledServicing


Derivative


Mortgage-


Trust-


Private





EquityRights


Instruments


Backed


Preferred


Label CMO


Other


Investments(In thousands)Balance, beginning of year

$
167,438


$
8,132


$
322,421


$
141,606


$
523,515


$



$
36,893Total gains/losses:Included in earnings


9,707



(5,976
)


2,264



(40,272
)


(3,606
)


(2,031
)


408Included in OCI










27,332



6,688



93,934



6,365



Purchases


2,388



(7,100
)










5,448



211,296



1,688Sales










(216,357
)










(78,676
)


Repayments


























Issuances






















47,119



Settlements


(3,106
)


708



(18,726
)


(1,931
)


(141,972
)


(185
)


(13,117
)Transfers in/out of Level 3






















11,700



Balance, end of year

$
176,427


$
(4,236
)

$
116,934


$
106,091


$
477,319


$
195,588


$
25,872The amount of total gains or losses for the period included in
    earnings (or OCI) attributable to the change in unrealized gains
    or losses relating to assets still held at reporting date

$
9,707


$
(8,475
)

$
19,858


$
(33,584
)


90,328


$
6,320


$
408   183




---



##### 



Level 3 Fair Value MeasurementsYear Ended December 31, 2008Investment SecuritiesMortgage





Alt-A


PooledServicing


Derivative


Mortgage-


Trust-


Private





EquityRights


Instruments


Backed


Preferred


Label CMO


Other


Investments(In thousands)Balance, beginning of year

$
207,894


$
(46
)

$
547,358


$
279,175


$



$
7,956


$
41,516Total gains/losses:Included in earnings


(40,769
)


8,683



(174,591
)


(14,528
)


(3,435
)


(6,258
)


(9,242
)Included in OCI










(33,211
)


(120,292
)


(149,699
)


(187
)


Purchases


























4,619Sales


313























Repayments


























Issuances


























Settlements






(505
)


(26,407
)


(2,749
)


(97,126
)


(1,511
)


Transfers in/out of Level 3










9,272







773,775







Balance, end of year

$
167,438


$
8,132


$
322,421


$
141,606


$
523,515


$



$
36,893The amount of total gains or losses for the period included in
    earnings (or OCI) attributable to the change in unrealized gains
    or losses relating to assets still held at reporting date

$
(40,769
)

$
8,179


$
(207,802
)

$
(134,820
)

$
(153,134
)

$
(6,445
)

$
(3,469
)     Level 3 Fair Value MeasurementsYear Ended December 31, 2009Investment SecuritiesMortgage





Alt-A


PooledServicing


Derivative


Mortgage-


Trust-


Private





EquityRights


Instruments


Backed


Preferred


Label CMO


Other


Investments(In thousands)Classification of gains and losses in earnings:Mortgage banking income (loss)

$
9,707


$
(5,976
)

$



$



$



$



$
Securities gains (losses)










(12,225
)


(40,843
)


(5,996
)






Interest and fee income










14,489



571



2,390



(2,031
)


Noninterest income


























408Total

$
9,707


$
(5,976
)

$
2,264


$
(40,272
)

$
(3,606
)

$
(2,031
)

$
408   184




---



##### 



Level 3 Fair Value MeasurementsYear Ended December 31, 2008Investment SecuritiesMortgage





Alt-A


PooledServicing


Derivative


Mortgage-


Trust-


Private





EquityRights


Instruments


Backed


Preferred


Label CMO


Other


Investments(In thousands)Classification of gains and losses in earnings:Mortgage banking income (loss)

$
(40,769
)

$
8,683


$



$



$



$



$
Securities gains (losses)










(176,928
)


(14,508
)


(5,728
)


(5,457
)


Interest and fee income










2,337



(20
)


2,293



(801
)


Noninterest income


























(9,242
)Total

$
(40,769
)

$
8,683


$
(174,591
)

$
(14,528
)

$
(3,435
)

$
(6,258
)

$
(9,242
)   Assets
    and Liabilities measured at fair value on a nonrecurring
    basis
         185




---



##### 



Fair
    values of financial instruments
    December 31, 2009


December 31, 2008Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(In thousands)Financial Assets:Cash and short-term assets

$
1,840,719


$
1,840,719


$
1,137,229


$
1,137,229Trading account securities


83,657



83,657



88,677



88,677Loans held for sale


461,647



461,647



390,438



390,438Investment securities


8,587,914



8,587,914



4,384,457



4,384,457Net loans and direct financing leases


35,308,184



32,598,423



40,191,938



33,856,153Derivatives


287,756



287,756



458,995



458,995Financial Liabilities:Deposits


(40,493,927
)


(40,753,365
)


(37,943,286
)


(38,363,248
)Short-term borrowings


(876,241
)


(857,254
)


(1,309,157
)


(1,252,861
)Federal Home Loan Bank advances


(168,977
)


(168,977
)


(2,588,976
)


(2,588,445
)Other long term debt


(2,369,491
)


(2,332,300
)


(2,331,632
)


(1,979,441
)Subordinated notes


(1,264,202
)


(989,989
)


(1,950,097
)


(1,287,150
)Derivatives


(238,947
)


(238,947
)


(83,367
)


(83,367
)         Loans and
    Direct Financing Leases
   186




---



##### 



Deposits
    Debt
    22.
    DERIVATIVE
    FINANCIAL INSTRUMENTS    Derivatives
    used in Asset and Liability Management Activities
        Fair Value


Cash FlowHedges


Hedges


Total(In thousands)Instruments associated with:Loans

$



$
8,685,000


$
8,685,000Deposits


801,525







801,525Subordinated notes


298,000







298,000Other long-term debt


35,000







35,000Total notional value at December 31, 2009

$
1,134,525


$
8,685,000


$
9,819,525  187




---



##### 



Average





Weighted-AverageNotional


Maturity


Fair


RateValue


(Years)


Value


Receive


Pay(In thousands)Asset conversion swaps  receive fixed 
    generic

$
8,685,000



1.8


$
47,044



1.91
%


0.49
%Liability conversion swaps  receive fixed 
    generic


1,134,525



3.1



35,476



2.38



0.33Total swap portfolio

$
9,819,525



2.0


$
82,520



1.96
%


0.47
%           Asset
    derivatives included in accrued income and other
    assets
  December 31,2009


2008(In thousands)Interest rate contracts designated as hedging instruments

$
85,984


$
230,601Interest rate contracts not designated as hedging instruments


255,692



436,131Total contracts

$
341,676


$
666,732   Liability
    derivatives included in accrued expenses and other
    liabilities
  December 31,2009


2008(In thousands)Interest rate contracts designated as hedging instruments

$
3,464


$
Interest rate contracts not designated as hedging instruments


234,026



377,249Total contracts

$
237,490


$
377,249    188




---



##### 



Increase (decrease) toDerivatives in Fair

Location of Change in Fair Value Recognized in

interest expenseValue Hedging Relationships

Earnings on Derivative

2009


2008


2007(In thousands)Interest Rate ContractsDeposits

Interest expense  deposits

$
(3,648
)

$
(2,322
)

$
4,120Subordinated notes

Interest expense  subordinated notes and  other long
    term debt


(27,576
)


(15,349
)


260Other long term debt

Interest expense  subordinated notes and other long
    term debt


378



3,810



6,598Total



$
(30,846
)

$
(13,861
)

$
10,978         Amount of




Amount of GainGain or (Loss)


Location of Gain or (Loss)

or (Loss) ReclassifiedDerivatives in Cash

Recognized in


Reclassified from Accumulated

from AccumulatedFlow Hedging

OCI on Derivatives


OCI into Earnings

OCI into EarningsRelationships

(Effective Portion)


(Effective Portion)

(Effective Portion)2009


2008


2007




2009


2008


2007(In thousands)Interest rate contractsLoans

$
(68,365
)

$
54,887


$



Interest and fee income  loans   and leases

$
117,669


$
(9,207
)

$
10,257FHLB Advances


1,338



2,394



(4,186
)

Interest expense  FHLB Advances


6,890



(12,490
)


(13,034
)Deposits


326



2,842



(1,946
)

Interest expense  deposits


4,153



(4,169
)


(360
)Subordinated notes


101



(101
)





Interest expense   subordinated notes and other long
    term debt


(2,717
)


(4,408
)


(5,512
)Other long term debt






239



(125
)

Interest expense  subordinated notes and other
    long term debt


(899
)


(865
)


(886
)Total

$
(66,600
)

$
60,261


$
(6,257
)



$
125,096


$
(31,139
)

$
(9,535
)  189




---



##### 



December 31,2009


2008


2007(In thousands)Derivatives in fair value hedging relationships
    Interest rate contractsDeposits

$
10,847


$
(274
)

$
(1,134
)Derivatives in cash flow hedging relationshipsInterest rate contractsLoans


16,638



3,821



FHLB Deposits


(792
)


783



9   Derivatives
    used in trading activities
      Derivatives
    used in mortgage banking activities
   190




---



##### 



At December 31,2009


2008(In thousands)Derivative assets:Interest rate lock agreements

$
995


$
8,182Forward trades and options


7,711



233Total derivative assets


8,706



8,415Derivative liabilities:Interest rate lock agreements


(1,338
)


(50
)Forward trades and options


(119
)


(11,588
)Total derivative liabilities


(1,457
)


(11,638
)Net derivative liability

$
7,249


$
(3,223
)     23.
    VARIABLE
    INTEREST ENTITIES  Consolidated
    Variable Interest Entities
    December 31, 2009Franklin2009 Trust


2008 Trust


2006 Trust


2000 Trust


Total(In thousands)AssetsCash

$



$
26,286


$
215,655


$
44,134


$
286,075Loans and leases


443,854



535,337



1,241,671



31,594



2,252,456Allowance for loan and lease losses






(8,940
)


(20,736
)


(527
)


(30,203
)Net loans and leases


443,854



526,397



1,220,935



31,067



2,222,253Accrued income and other assets


29,857



3,234



6,375



138



39,604Total assets

$
473,711


$
555,917


$
1,442,965


$
75,339


$
2,547,932 191




---



##### 



December 31, 2009Franklin2009 Trust


2008 Trust


2006 Trust


2000 Trust


Total(In thousands)LiabilitiesOther long-term debt

$
79,891


$
391,954


$
1,059,249


$



$
1,531,094Accrued interest and other liabilities


3,093



743



12,402







16,238Total liabilities

$
82,984


$
392,697


$
1,071,651


$



$
1,547,332     Trust Preferred
    Securities
    Principal Amount of


Investment inSubordinated Note/


UnconsolidatedDebenture Issued to Trust (1)


Subsidiary(In thousands)Huntington Capital I

$
138,816


$
6,186Huntington Capital II


60,093



3,093Huntington Capital III


114,045



10BancFirst Ohio Trust Preferred


23,299



619Sky Financial Capital Trust I


64,971



1,856Sky Financial Capital Trust II


30,929



929Sky Financial Capital Trust III


77,809



2,320Sky Financial Capital Trust IV


77,810



2,320Prospect Trust I


6,186



186Total

$
593,958


$
17,519     (1)
    
    Represents the principal amount of debentures issued to each
    trust, including unamortized original issue discount.         192




---



##### 



Low
    Income Housing Tax Credit Partnerships
      24.
    COMMITMENTS
    AND CONTINGENT LIABILITIES  Commitments
    to extend credit
    At December 31,2009


2008(In millions)Contract amount represents credit riskCommitments to extend creditCommercial

$
5,834


$
6,494Consumer


5,028



4,964Commercial real estate


1,075



1,951Standby letters of credit


577



1,272      193




---



##### 



Commitments
    to sell loans
    Litigation
  Rule 10b-5 and/or
   194




---



##### 



Commitments
    Under Capital and Operating Lease Obligations
     195




---



##### 



25.
    OTHER
    REGULATORY MATTERS    well-capitalized
  Tier 1


Total Capital


Tier 1 Leverage2009


2008


2009


2008


2009


2008(In millions)Huntington Bancshares IncorporatedAmount

$
5,201


$
5,036


$
6,231


$
6,535


$
5,201


$
5,036Ratio


12.03
%


10.72
%


14.41
%


13.91
%


10.09
%


9.82
%The Huntington National BankAmount

$
2,873


$
2,995


$
4,780


$
4,978


$
2,873


$
2,995Ratio


6.66
%


6.44
%


11.08
%


10.71
%


5.59
%


5.99
%            196




---



##### 



26.
    PARENT
    COMPANY FINANCIAL STATEMENTS    December 31,Balance Sheets

2009


2008(In thousands)ASSETSCash and cash equivalents(1)

$
1,376,539


$
1,122,056Due from The Huntington National Bank(2)


955,695



532,746Due from non-bank subsidiaries


273,317



338,675Investment in The Huntington National Bank


2,821,181



5,274,261Investment in non-bank subsidiaries


815,730



854,575Accrued interest receivable and other assets


112,557



146,167Total assets

$
6,355,019


$
8,268,480LIABILITIES AND SHAREHOLDERS EQUITYShort-term borrowings

$
1,291


$
1,852Long-term borrowings


637,434



803,699Dividends payable, accrued expenses, and other liabilities


380,292



234,023Total liabilities


1,019,017



1,039,574Shareholders equity(3)


5,336,002



7,228,906Total liabilities and shareholders equity

$
6,355,019


$
8,268,480     (1)
    
    Includes restricted cash of $125,000 at December 31, 2009.(2)
    
    Related to subordinated notes described in Note 14.(3)
    
    See Huntingtons Consolidated Statements of Changes in
    Shareholders Equity.  197




---



##### 



Year Ended December 31,Statements of Income

2009


2008


2007(In thousands)IncomeDividends fromThe Huntington National Bank

$




142,254


$
239,000Non-bank subsidiaries


70,600



69,645



41,784Interest fromThe Huntington National Bank


51,620



19,749



18,622Non-bank subsidiaries


14,662



12,700



12,180Management fees from subsidiaries










3,882Other


68,352



108



1,180Total income


205,234



244,456



316,648ExpensePersonnel costs


21,206



24,398



24,818Interest on borrowings


29,357



44,890



41,189Other


28,398



240



14,667Total expense


78,961



69,528



80,674Income before income taxes and equity in undistributed net
    income of subsidiaries


126,273



174,928



235,974Income taxes


20,675



(120,371
)


(39,509
)Income before equity in undistributed net income of subsidiaries


105,598



295,299



275,483Increase (decrease) in undistributed net income of:The Huntington National Bank


(3,130,329
)


(98,863
)


(176,083
)Non-bank subsidiaries


(69,448
)


(310,242
)


(24,231
)Net (loss) income

$
(3,094,179
)


(113,806
)

$
75,169   198




---



##### 



Year Ended December 31,Statements of Cash Flows

2009


2008


2007(In thousands)Operating activitiesNet (loss) income

$
(3,094,179
)

$
(113,806
)

$
75,169Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in undistributed net income of subsidiaries


3,199,777



266,851



200,315Depreciation and amortization


3,458



2,071



4,367Other, net


(103,464
)


65,076



(51,283
)Net cash (used for) provided by operating activities


5,592



220,192



228,568Investing activitiesNet cash paid for acquisition










(313,311
)Repayments from subsidiaries


393,041



540,308



333,469Advances to subsidiaries


(1,017,892
)


(1,337,165
)


(442,418
)Net cash used for investing activities


(624,851
)


(796,857
)


(422,260
)Financing activitiesProceeds from issuance of long-term borrowings










250,010Payment of borrowings


(99,417
)


(98,470
)


(42,577
)Dividends paid on preferred stock


(107,262
)


(23,242
)


Dividends paid on common stock


(55,026
)


(279,608
)


(289,758
)Proceeds from issuance of preferred stock






1,947,625



Proceeds from issuance of common stock


1,135,645







Other, net


(198
)


(1,073
)


16,782Net cash provided by (used for) financing activities


873,742



1,545,232



(65,543
)Change in cash and cash equivalents


254,483



968,567



(259,235
)Cash and cash equivalents at beginning of year


1,122,056



153,489



412,724Cash and cash equivalents at end of year

$
1,376,539


$
1,122,056


$
153,489Supplemental disclosure:Interest paid

$
29,357


$
44,890


$
41,189Dividends in-kind received from The Huntington National Bank






124,689



   27.
    SEGMENT
    REPORTING     199




---



##### 



Retail and Business Banking:
  Commercial Banking: not-for-profit
  Commercial Real Estate: (top-tier
  Auto Finance and Dealer Services (AFDS):
  Private Financial Group (PFG):
   200




---



##### 



201




---



##### 



Retail &









FormerBusiness





Commercial



Regional








Treasury/



HuntingtonIncome Statements

Banking


Commercial


Real Estate



Banking


AFDS


PFG


Other



Consolidated(In thousands )2009Net interest income

$
882,026


$
209,376


$
134,190



$
1,225,592


$
141,989


$
77,390


$
(20,684
)


$
1,424,287Provision for credit losses


(526,399
)


(359,233
)


(1,050,554
)



(1,936,186
)


(91,342
)


(57,450
)


10,307




(2,074,671
)Non-Interest income


511,298



92,986



1,613




605,897



61,003



244,255



94,489




1,005,644Non-Interest expense,excluding goodwill impairment


(902,111
)


(143,420
)


(36,357
)



(1,081,888
)


(113,119
)


(243,738
)


12,246




(1,426,499
)Goodwill impairment















(2,573,818
)(1)






(28,895
)


(4,231
)



(2,606,944
)Income taxes


12,315



70,102



332,888




415,305



514



2,953



165,232




584,004Operating/reported net income

$
(22,871
)

$
(130,189
)

$
(618,220
)


$
(3,345,098
)

$
(955
)

$
(5,485
)

$
257,359



$
(3,094,179
)2008Net interest income

$
941,807


$
313,353


$
202,178



$
1,457,338


$
149,236


$
74,651


$
(149,534
)


$
1,531,691Provision for credit losses


(219,348
)


(102,143
)


(215,548
)



(537,039
)


(69,143
)


(13,279
)


(438,002
)



(1,057,463
)Non interest income


405,654



96,676



13,288




515,618



59,497



258,300



(126,277
)



707,138Non interest expense


(779,010
)


(147,329
)


(31,550
)



(957,889
)


(123,158
)


(248,540
)


(147,787
)



(1,477,374
)Income taxes


(122,186
)


(56,195
)


11,071




(167,310
)


(5,751
)


(24,896
)


380,159




182,202Operating/reported net income

$
226,917


$
104,362


$
(20,561
)


$
310,718


$
10,681


$
46,236


$
(481,441
)


$
(113,806
)2007Net interest income

$
710,154


$
245,690


$
147,884



$
1,103,728


$
138,786


$
57,985


$
1,013



$
1,301,512Provision for credit losses


(48,373
)


5,352



(145,134
)



(188,155
)


(30,745
)


(961
)


(423,767
)



(643,628
)Non interest income


363,990



81,873



11,675




457,538



41,594



197,436



(19,965
)



676,603Non interest expense


(694,942
)


(133,652
)


(24,313
)



(852,907
)


(77,435
)


(202,364
)


(179,138
)



(1,311,844
)Income taxes


(115,790
)


(69,742
)


3,461




(182,071
)


(25,270
)


(18,234
)


278,101




52,526Operating/reported net income

$
215,039


$
129,521


$
(6,427
)


$
338,133


$
46,930


$
33,862


$
(343,756
)


$
75,169     (1)
    
    Represents the 2009 first quarter goodwill impairment charge
    associated with the former Regional Banking segment. The
    allocation of this amount to the new business segments was not
    practical.  Assets at


Deposits atDecember 31,


December 31,2009


2008


2009


2008(In millions)Retail & Business Banking

$
16,565


$
17,232


$
28,877


$
27,350Commercial Banking


7,767



8,685



6,031



5,769Commercial Real Estate


7,426



8,360



535



487AFDS


5,142



6,373



83



70PFG


3,254



3,210



3,409



1,728Treasury/Other


11,401



7,605



1,559



2,539Unallocated goodwill(1)






2,888







Total

$
51,555


$
54,353


$
40,494


$
37,943     (1)
    
    Represents the balance of goodwill associated with the former
    Regional Banking business segment. The allocation of these
    amounts to the new business segments is not practical. 202




---



##### 



28.
    QUARTERLY
    RESULTS OF OPERATIONS (UNAUDITED)    2009Fourth


Third


Second


First(In thousands, except per share data)Interest income

$
551,335


$
553,846


$
563,004


$
569,957Interest expense


(177,271
)


(191,027
)


(213,105
)


(232,452
)Net interest income


374,064



362,819



349,899



337,505Provision for credit losses


(893,991
)


(475,136
)


(413,707
)


(291,837
)Non-interest income


244,546



256,052



265,945



239,102Non-interest expense


(322,596
)


(401,097
)


(339,982
)


(2,969,769
)Loss before income taxes


(597,977
)


(257,362
)


(137,845
)


(2,684,999
)Benefit for income taxes


228,290



91,172



12,750



251,792Net loss income


(369,687
)


(166,190
)


(125,095
)


(2,433,207
)Dividends on preferred shares


(29,289
)


(29,223
)


(57,451
)


(58,793
)Net loss applicable to common shares

$
(398,976
)

$
(195,413
)

$
(182,546
)

$
(2,492,000
)Net loss per common share  Basic

$
(0.56
)


(0.33
)


(0.40
)


(6.79
)Net loss per common share  Diluted


(0.56
)


(0.33
)


(0.40
)


(6.79
)   2008Fourth


Third


Second


First(In thousands, except per share data)Interest income

$
662,508


$
685,728


$
696,675


$
753,411Interest expense


(286,143
)


(297,092
)


(306,809
)


(376,587
)Net interest income


376,365



388,636



389,866



376,824Provision for credit losses


(722,608
)


(125,392
)


(120,813
)


(88,650
)Non-interest income


67,099



167,857



236,430



235,752Non-interest expense


(390,094
)


(338,996
)


(377,803
)


(370,481
)(Loss) income before income taxes


(669,238
)


92,105



127,680



153,445Benefit (provision) for income taxes


251,949



(17,042
)


(26,328
)


(26,377
)Net (loss) income


(417,289
)


75,063



101,352



127,068Dividends declared on preferred shares


(23,158
)


(12,091
)


(11,151
)


Net (loss) income applicable to common shares

$
(440,447
)

$
62,972


$
90,201


$
127,068Net (loss) income per common share  Basic

$
(1.20
)

$
0.17


$
0.25


$
0.35Net (loss) income per common share  Diluted


(1.20
)


0.17



0.25



0.35  203