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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2004
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file Number 000-33243
 Huntington Preferred Capital, Inc.
  Ohio
    
    31-1356967(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)41 S. High Street, Columbus, OH
    
    43287(Address of principal executive offices)
    
    (Zip Code)
 (614) 480-8300
 None
  Noncumulative Exchangeable Preferred Securities, Class C (Liquidation Amount $25.00 each)
  o þ
 o þ
 þ o
 o
 o þ
 o þ
  Documents Incorporated By Reference




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##### 



HUNTINGTON PREFERRED CAPITAL, INC.
    Part I.Item 1.
    
    Business
    
    
    3Item 2.
    
    Properties
    
    
    17Item 3.
    
    Legal Proceedings
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17Part II.
    
    Item 5.
    
    Market for Registrants Common Equity and Related Shareholder Matters
    
    
    17Item 6.
    
    Selected Financial Data
    
    
    18Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    33Item 8.
    
    Financial Statements and Supplementary Data
    
    
    33Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    50Item 9A.
    
    Controls and Procedures
    
    
    50Item 9B.
    
    Other Information
    
    
    50Part III.Item 10.
    
    Directors and Executive Officers of the Registrant
    
    
    50Item 11.
    
    Executive Compensation
    
    
    50Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    50Item 13.
    
    Certain Relationships and Related Transactions
    
    
    50Item 14.
    
    Principal Accounting Fees and Services
    
    
    50Part IV.Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    50Signatures
    
    
    
    
    52ExhibitsExhibit 31(A)Exhibit 31(B)Exhibit 32(A)Exhibit 32(B)Exhibit 99(D)
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Huntington Preferred Capital, Inc.
 
 Part I
 
 Item 1: Business
 General
  
  3




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General Description of Assets
  Commercial and Commercial Real Estate Loans
    Consumer Loans
  Residential Real Estate Loans
  4




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Geographic Distribution
  Table 1  Total Loan Participation Interests by Geographic Location
 (in thousands of dollars)
 Percentage byAggregate
    
    
    AggregateNumber
    
    
    Principal
    
    
    PrincipalState
    
    of Loans
    
    
    Balance
    
    
    BalanceOhio
    
    
    18,965
    
    
    $
    2,602,053
    
    
    
    53.2
    %Michigan
    
    
    9,195
    
    
    
    1,417,949
    
    
    
    29.0Indiana
    
    
    2,471
    
    
    
    392,711
    
    
    
    8.0Kentucky
    
    
    1,848
    
    
    
    308,270
    
    
    
    6.432,479
    
    
    
    4,720,983
    
    
    
    96.6All other locations
    
    
    483
    
    
    
    168,290
    
    
    
    3.4Total loan participation interests
    
    
    32,962
    
    
    $
    4,889,273
    
    
    
    100.0
    %
 Principal Balances
  Table 2  Total Loan Participation Interests by Principal Balances
 (in thousands of dollars)
 Percentage byAggregate
    
    
    AggregateNumber
    
    
    Principal
    
    
    PrincipalSize
    
    of Loans
    
    
    Balance
    
    
    BalanceLess than $50,000
    
    
    21,057
    
    
    $
    405,496
    
    
    
    8.3
    %Greater than $50,000 to $100,000
    
    
    4,991
    
    
    
    355,078
    
    
    
    7.3Greater than $100,000 to $250,000
    
    
    3,597
    
    
    
    551,888
    
    
    
    11.3Greater than $250,000 to $500,000
    
    
    1,525
    
    
    
    541,513
    
    
    
    11.1Greater than $500,000 to $1,000,000
    
    
    916
    
    
    
    642,625
    
    
    
    13.1Greater than $1,000,000 to $3,000,000
    
    
    657
    
    
    
    1,092,789
    
    
    
    22.4Greater than $3,000,000 to $5,000,000
    
    
    128
    
    
    
    499,343
    
    
    
    10.2Greater than $5,000,000 to $10,000,000
    
    
    68
    
    
    
    461,094
    
    
    
    9.4Greater than $10,000,000
    
    
    23
    
    
    
    339,447
    
    
    
    6.9Total loan participation interests
    
    
    32,962
    
    
    $
    4,889,273
    
    
    
    100.0
    %
 Dividend Policy and Restrictions
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Table 3  Capital Ratios for the Bank
 Well-
    
    
    Adequately-Capitalized
    
    
    Capitalized
    
    
    December 31,Minimums
    
    
    Minimums
    
    
    2004
    
    
    2003Tier 1 Risk-Based Capital
    
    
    6.00
    %
    
    
    4.00
    %
    
    
    6.08
    %
    
    
    6.36
    %Total Risk-Based Capital
    
    
    10.00
    
    
    
    8.00
    
    
    
    10.16
    
    
    
    10.65Tier 1 Leverage Ratio
    
    
    5.00
    
    
    
    4.00
    
    
    
    5.66
    
    
    
    6.01
 Conflict of Interests and Related Policies
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Other Management Policies and Programs
 General
  Underwriting Standards
   Asset Acquisition and Disposition Policies
  
    
    are performing, meaning they have no more than two payments past due,
 
    
    are in accruing status,
 
    
    are not made to related parties of HPCI, Huntington, or the Bank,
 
    
    are secured by real property such that they are REIT qualifying, and
 
    
    have not been previously sold, securitized, or charged-off either in whole or in part.
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Credit Risk Management Policies
  Other Policies
  
    
    invest in the securities of other issuers for the purpose of exercising control over such issuers;
    
    underwrite securities of other issuers;
    
    actively trade in loans or other investments;
    
    offer securities in exchange for property; or
    
    make loans to third parties, including, its officers, directors, or other affiliates.
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Employees
   Servicing
   9




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Competition
  Regulatory Matters
  Business Risks
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HPCI relies on the Banks credit underwriting standards and on-going process of credit
assessment; there can be no assurance that the Banks standards and assessments will protect HPCI
from significant credit losses on loans underlying its participation interests.
  The loans underlying HPCIs participation interests are concentrated in Ohio, Indiana,
Kentucky, and Michigan, and adverse conditions in those states, in particular, could negatively
impact result of operations and ability to pay dividends.
  The loans underlying participation interests are subject to local economic conditions that
could negatively affect the value of the collateral securing such loans and/or the results of
HPCIs operations.
  HPCIs concentration in participation interests in commercial real estate loans is subject to
certain risks inherent in the underlying commercial real estate assets.
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A decline in the Banks capital levels may result in preferred securities being subject to a
conditional exchange into Bank preferred securities at a time when the Banks financial condition
is deteriorating. Consequently, the likelihood of dividend payments, as well as the liquidation
preference, taxation, voting rights, and liquidity of securities would be negatively impacted.
      Under-capitalized

    
    Well-capitalized

    
    December 31, 2004Tier 1 RBC ratio
    
    
    <4
    %
    
    
    >6
    %
    
    
    6.08
    %Total RBC ratio
    
    
    <8
    %
    
    
    >10
    %
    
    
    10.16
    %Tier 1 leverage ratio
    
    
    <4
    %
    
    
    >5
    %
    
    
    5.66
    %
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Bank regulators may limit HPCIs ability to implement its business plan and may restrict its
ability to pay dividends.
    Dividends are not cumulative; preferred shareholders are not entitled to receive dividends
unless declared by HPCIs board of directors.
  HPCI and the Bank maintain internal operational controls. If HPCIs and/or the Banks systems
of internal controls should fail to work as expected, if their systems were to be used in an
unauthorized manner, or if employees were to subvert the systems of internal controls, significant
losses to HPCI could occur.
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HPCI is dependent, in virtually every phase of its operations, on the diligence and skill of
the officers and employees of the Bank, and its relationship with the Bank may create potential
conflicts of interest.
       HPCIs assets may be used to guarantee certain of the Banks obligations that will have a
preference over the holders of HPCIs preferred securities.
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New, or changes in existing, tax, accounting, and regulatory laws, regulations, rules,
standards, policies, and interpretations could significantly impact strategic initiatives, results
of operations, cash flows, financial condition, and ability to pay dividends.
  The extended disruption of Huntingtons vital infrastructure could negatively impact HPCIs
business, results of operations, financial condition, and ability to pay dividends.
  HPCI has no control over changes in interest rates and such changes could negatively impact
its financial condition, results of operations, and ability to pay dividends.
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HPCIs financial statements must conform to accounting principles generally accepted in the
United States (GAAP), which require Management to make estimates and assumptions that affect
amounts reported in the financial statements. Actual results could differ from those estimates.
   HPCI could suffer adverse tax consequences if it failed to qualify as a REIT.
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Environmental liabilities associated with real property securing loans underlying HPCIs
participation interests could reduce the fair market value of its participation interests and make
the property more difficult to sell.
  HPCI may redeem the Class C and Class D preferred securities upon the occurrence of certain
special events and holders of such securities may receive a redemption amount that is less than the
then current market price for the securities.
  
    
    a tax event which occurs when HPCI receives an opinion of counsel
to the effect that, as a result of a judicial decision or
administrative pronouncement, ruling, or other action or as a
result of certain changes in the tax laws, regulations, or related
interpretations, there is a significant risk that dividends with
respect to HPCIs capital stock will not be fully deductible by
HPCI or it will be subject to a significant amount of additional
taxes or governmental charges;
 
    
    an investment company event which occurs when HPCI receives an
opinion of counsel to the effect that, as a result of certain
changes in the applicable laws, regulations, or related
interpretations, there is a significant risk that HPCI will be
considered an investment company under the Investment Company Act
of 1940; and
 
    
    a regulatory capital event which occurs when, as a result of
certain changes in the applicable laws, regulations, or related
interpretations, there is a significant risk that HPCIs Class C
preferred securities will no longer constitute Tier 1 capital of
the Bank (other than as a result of limitations on the portion of
Tier 1 capital that may consist of minority interests in
subsidiaries of the Bank).
  Formal Regulatory Supervisory Agreements
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Part IV
 
 Item 15: Exhibits and Financial Statement Schedules
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    The report of independent registered public accounting firm and consolidated financial
statements appearing in Item 8 (included in the original filing).(2)
    
    The financial statement of Huntington Bancshares Incorporated
as of December 31, 2004, are filed as Exhibit 99(d).(3)
    
    The exhibits required by this item are listed in the Exhibit Index on page 23 of this
Amendment No. 1.
 (b)
    
    The exhibits to this Amendment No. 1 begin on page 25.(c)
    
    The financial statement of Huntington Bancshares Incorporated
as of December 31, 2004, are filed as Exhibit 99(d).
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Signatures
  
 By:
    
    /s/ Donald R. KimbleDonald R. KimblePresident and Director(Principal Executive Officer)
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Exhibit Index
  3. (i).
    
    Amended and Restated Articles of Incorporation (previously filed as Exhibit 3(a)(ii) to
Amendment No. 4 to Registration Statement of Form S-11 (File No. 333-61182), filed with the
Securities and Exchange Commission on October 12, 2001, and incorporated herein by reference.)3. (ii).
    
    Code of Regulations (previously filed as Exhibit 3(b) to the Registrants Registration
Statement of Form S-11 (File No. 333-61182), filed with the Securities and Exchange Commission
on May 17, 2001, and incorporated herein by reference.)4.
    
    Specimen of certificate representing Class C preferred securities, previously filed as
Exhibit 4 to the Registrants Amendment No. 1 to Registration Statement of Form S-11 (File
No. 333-61182), filed with the Securities and Exchange Commission on May 31, 2001, and
incorporated herein by reference.10.(a).
    
    Second Amended and Restated Loan Participation Agreement, dated March 30, 2004, between The
Huntington National Bank and Huntington Preferred Capital Holdings, Inc. (previously filed as
Exhibit 10(a) to Annual Report on Form 10-K for the year ended December 31, 2003, and
incorporated herein by reference).(b).
    
    Second Amended and Restated Loan Subparticipation Agreement, dated March 30, 2004,
between Huntington Preferred Capital Holdings, Inc. and Huntington Preferred Capital, Inc.
(previously filed as Exhibit 10(b) to Annual Report on Form 10-K for the year ended December
31, 2003, and incorporated herein by reference).(c).
    
    Amended and Restated Loan Subparticipation Agreement, dated March 30, 2004, between HPC
Holdings-III, Inc. and Huntington Preferred Capital, Inc. (previously filed as Exhibit 10(c)
to Annual Report on Form 10-K for the year ended December 31, 2003, and incorporated herein
by reference).(d).
    
    Amended and Restated Loan Subparticipation Agreement, dated March 30, 2004, between
Huntington Preferred Capital Holdings, Inc. and HPC Holdings-III, Inc. (previously filed as
Exhibit 10(d) to Annual Report on Form 10-K for the year ended December 31, 2003, and
incorporated herein by reference).(e).
    
    Amended and Restated Loan Participation Agreement, dated March 30, 2004, between The
Huntington National Bank and Huntington Preferred Capital, Inc. (previously filed as Exhibit
10(e) to Annual Report on Form 10-K for the year ended December 31, 2003, and incorporated
herein by reference).(f).
    
    Subscription Agreement, dated October 15, 2001, for the Class C preferred securities
between Huntington Preferred Capital, Inc., The Huntington National Bank, and Huntington
Preferred Capital Holdings, Inc. (previously filed as Exhibit 10(f) to Annual Report on Form
10-K for the year ended December 31, 2001, and incorporated herein by reference).(g).
    
    Subscription Agreement, dated October 15, 2001, for the Class D preferred securities
between Huntington Preferred Capital, Inc., The Huntington National Bank, and Huntington
Preferred Capital Holdings, Inc. (previously filed as Exhibit 10(g) to Annual Report on Form
10-K for the year ended December 31, 2001, and incorporated herein by reference).(h).
    
    Leasehold Improvements Lease dated August 12, 2004 between HPCLI, Inc. and The Huntington
National Bank (previously filed as Exhibit 10(a) to Quarterly Report on Form 10-Q for the
quarter ended June 30, 2004, and incorporated herein by reference).(i).
    
    Limited Waiver of Contract Provision dated August 12, 2004 with Huntington Preferred
Capital Holdings, Inc., HPC Holdings  III, Inc., Huntington Preferred Capital, Inc., and
The Huntington National Bank
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(previously filed as Exhibit 10(b) to Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004, and incorporated herein by reference).14.
    
    Code of Business Conduct and Ethics and Financial Code of Ethics for Chief Executive Officer
and Senior Financial Officers, adopted by Huntington Bancshares Incorporated as applicable to
all of its affiliated companies, and ratified by HPCIs Board of Directors on March 25, 2004,
are available on Huntington Bancshares Incorporateds website at
http://www.investquest.com/iq/h/hban/main/cg/cg.htm#top.
 21.
    
    List of Subsidiaries.24.
    
    Power of Attorney.
 * 31.(a).
    
    Sarbanes-Oxley Act 302
Certification  signed by Donald R. Kimble, President.* 31.(b).
    
    Sarbanes-Oxley Act 302
Certification  signed by Thomas P. Reed, Vice President.* 32.(a).
    
    Sarbanes-Oxley Act 906 Certification  signed by Donald R. Kimble, President.* 32.(b).
    
    Sarbanes-Oxley Act 906 Certification  signed by Thomas P. Reed, Vice President.99.(a).
    
    Written Agreement between Huntington National Bank and the Office of the Comptroller of the
Currency dated February 28, 2005.99.(b).
    
    Written Agreement between Huntington Bancshares Incorporated and the Federal Reserve Bank
of Cleveland dated February 28, 2005.99.(c).
    
    Opinion of Ernst & Young LLP, Independent Auditors.* 99.(d).
    
    Consolidated Financial Statements of Huntington Bancshares Incorporated as of and for
the year ended December 31, 2004.
 
 *
    
    Filed with this Amendment No. 1. 21